
<PAGE>

                                                                       Exhibit 1
 
                                                       Draft:  December 29, 1997

                               2,850,000 Shares

                         CAREER EDUCATION CORPORATION

                         Common Stock, $.01 par value


                            UNDERWRITING AGREEMENT
                            ----------------------


                                                                  ________, 1998


Credit Suisse First Boston Corporation
Smith Barney Inc.
  As Representatives of the Several Underwriters,
    c/o  Credit Suisse First Boston Corporation
           Eleven Madison Avenue
             New York, N.Y. 10010-3629


Ladies and Gentlemen:

     1.  Introductory.  Career Education Corporation, a Delaware corporation
("Company"), proposes to issue and sell 2,850,000 shares of its Common Stock,
$.01 par value ("Securities") (such 2,850,000 shares of Securities being
hereinafter referred to as the "Firm Securities"). The Company also proposes to
sell to the Underwriters, at the option of the Underwriters, an aggregate of not
more than 401,238 additional shares of its Securities, and the stockholder
listed in Schedule A hereto (the "Selling Stockholder") proposes to sell to the
Underwriters, at the option of the Underwriters, an aggregate of not more than
26,262 additional outstanding shares of Securities, as set forth below (such
427,500 additional shares being hereinafter referred to as the "Optional
Securities"). The Firm Securities and the Optional Securities are herein
collectively called the "Offered Securities." The Company and the Selling
Stockholder hereby agree with the several Underwriters named in Schedule B
hereto ("Underwriters") as follows:

     2.  Representations and Warranties of the Company and the Selling
Stockholder.  (a) The Company represents and warrants to, and agrees with, the
several Underwriters that:

          (i)  A registration statement (No. 333-37601) relating to the Offered
     Securities, including a form of prospectus, has been filed with the
     Securities and Exchange Commission ("Commission") and either (A) has been
     declared effective under the Securities Act of 1933, as amended ("Act"),
     and is not proposed to be amended or (B) is proposed to be amended by
     amendment or post-effective amendment. If such registration


<PAGE>
 
     statement (the "initial registration statement") has been declared
     effective, either (A) an additional registration statement (the "additional
     registration statement") relating to the Offered Securities may have been
     filed with the Commission pursuant to Rule 462(b) ("Rule 462(b)") under the
     Act and, if so filed, has become effective upon filing pursuant to such
     Rule, and the Offered Securities all have been duly registered under the
     Act pursuant to the initial registration statement and, if applicable, the
     additional registration statement, or (B) such an additional registration
     statement is proposed to be filed with the Commission pursuant to Rule
     462(b) and will become effective upon filing pursuant to such Rule and,
     upon such filing, the Offered Securities will all have been duly registered
     under the Act pursuant to the initial registration statement and such
     additional registration statement. If the Company does not propose to amend
     the initial registration statement or if an additional registration
     statement has been filed and the Company does not propose to amend it, and
     if any post-effective amendment to either such registration statement has
     been filed with the Commission prior to the execution and delivery of this
     Agreement, the most recent amendment (if any) to each such registration
     statement has been declared effective by the Commission or has become
     effective upon filing pursuant to Rule 462(c) ("Rule 462(c)") under the Act
     or, in the case of the additional registration statement, Rule 462(b). For
     purposes of this Agreement, "Effective Time" with respect to the initial
     registration statement or, if filed prior to the execution and delivery of
     this Agreement, the additional registration statement means (A) if the
     Company has advised the Representatives that it does not propose to amend
     such registration statement, the date and time as of which such
     registration statement, or the most recent post-effective amendment thereto
     (if any) filed prior to the execution and delivery of this Agreement, was
     declared effective by the Commission or has become effective upon filing
     pursuant to Rule 462(c), or (B) if the Company has advised the
     Representatives that it proposes to file an amendment or post-effective
     amendment to such registration statement, the date and time as of which
     such registration statement, as amended by such amendment or post-effective
     amendment, as the case may be, is declared effective by the Commission. If
     an additional registration statement has not been filed prior to the
     execution and delivery of this Agreement but the Company has advised the
     Representatives that it proposes to file one, "Effective Time" with respect
     to such additional registration statement means the date and time as of
     which such registration statement is filed and becomes effective pursuant
     to Rule 462(b). "Effective Date" with respect to the initial registration
     statement or the additional registration statement (if any) means the date
     of the Effective Time thereof. The initial registration statement, as
     amended at its Effective Time, including all information contained in the
     additional registration statement (if any) and deemed to be a part of the
     initial registration statement as of the Effective Time of the additional
     registration statement pursuant to the General Instructions of the Form on
     which it is filed and including all information (if any) deemed to be a
     part of the initial registration statement as of its Effective Time
     pursuant to Rule 430A(b) ("Rule 430A(b)") under the Act, is hereinafter
     referred to as the "Initial Registration Statement." The additional
     registration statement, as amended at its Effective Time, including the
     contents of the initial registration statement incorporated by reference
     therein and including all


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<PAGE>
 
     information (if any) deemed to be a part of the additional registration
     statement as of its Effective Time pursuant to Rule 430A(b), is hereinafter
     referred to as the "Additional Registration Statement." The Initial
     Registration Statement and the Additional Registration Statement are
     hereinafter referred to collectively as the "Registration Statements" and
     individually as a "Registration Statement." The form of prospectus relating
     to the Offered Securities, as first filed with the Commission pursuant to
     and in accordance with Rule 424(b) ("Rule 424(b)") under the Act or (if no
     such filing is required) as included in a Registration Statement, is
     hereinafter referred to as the "Prospectus." No document has been or will
     be prepared or distributed in reliance on Rule 434 under the Act.

          (ii)  If the Effective Time of the Initial Registration Statement is
     prior to the execution and delivery of this Agreement: (A) on the Effective
     Date of the Initial Registration Statement, the Initial Registration
     Statement conformed in all material respects to the requirements of the Act
     and the rules and regulations of the Commission ("Rules and Regulations")
     and did not include any untrue statement of a material fact or omit to
     state any material fact required to be stated therein or necessary to make
     the statements therein not misleading, (B) on the Effective Date of the
     Additional Registration Statement (if any), each Registration Statement
     conformed or will conform, in all material respects to the requirements of
     the Act and the Rules and Regulations and did not include, or will not
     include, any untrue statement of a material fact and did not omit, or will
     not omit, to state any material fact required to be stated therein or
     necessary to make the statements therein not misleading, and (C) on the
     date of this Agreement, the Initial Registration Statement and, if the
     Effective Time of the Additional Registration Statement is prior to the
     execution and delivery of this Agreement, the Additional Registration
     Statement each conforms, and at the time of filing of the Prospectus
     pursuant to Rule 424(b) or (if no such filing is required) at the Effective
     Date of the Additional Registration Statement in which the Prospectus is
     included, each Registration Statement and the Prospectus will conform, in
     all material respects to the requirements of the Act and the Rules and
     Regulations, and none of such documents includes, or will include, any
     untrue statement of a material fact or omits, or will omit, to state any
     material fact required to be stated therein or necessary to make the
     statements therein not misleading. If the Effective Time of the Initial
     Registration Statement is subsequent to the execution and delivery of this
     Agreement: on the Effective Date of the Initial Registration Statement, the
     Initial Registration Statement and the Prospectus will conform in all
     material respects to the requirements of the Act and the Rules and
     Regulations, neither of such documents will include any untrue statement of
     a material fact or will omit to state any material fact required to be
     stated therein or necessary to make the statements therein not misleading,
     and no Additional Registration Statement has been or will be filed. The two
     preceding sentences do not apply to statements in or omissions from a
     Registration Statement or the Prospectus based upon written information
     furnished to the Company by the Selling Stockholder or by any Underwriter
     through the Representatives specifically for use


                                      -3-

<PAGE>
 
     therein, it being understood and agreed that the only such information
     furnished by any Underwriter is that described as such in Section 7(c)
     hereof.

          (iii)  The Company has been duly incorporated and is an existing
     corporation in good standing under the laws of the State of Delaware, with
     corporate power and authority to own its properties and conduct its
     business as described in the Prospectus; and the Company is duly qualified
     to do business as a foreign corporation in good standing in all other
     jurisdictions in which its ownership or lease of property or the conduct of
     its business requires such qualification, except for failures to be so
     qualified and in good standing that, individually or in the aggregate,
     would not have, or reasonably be likely to have, a material adverse effect
     on the condition (financial or other), business, properties or results of
     operations of the Company and its subsidiaries, taken as a whole (a
     "Material Adverse Effect").

          (iv)  Each of the subsidiaries of the Company listed in Schedule A
     hereto (the "Material Subsidiaries") has been duly incorporated and is an
     existing corporation in good standing under the laws of the jurisdiction of
     its incorporation, with corporate power and authority to own its properties
     and conduct its business as described in the Prospectus; and each Material
     Subsidiary of the Company is duly qualified to do business as a foreign
     corporation in good standing in all other jurisdictions in which its
     ownership or lease of property or the conduct of its business requires such
     qualification, except for failures to be so qualified or in good standing
     that, individually or in the aggregate, would not have, or reasonably be
     likely to have, a Material Adverse Effect; all of the issued and
     outstanding capital stock of each Material Subsidiary of the Company has
     been duly authorized and validly issued and is fully paid and
     nonassessable; and the capital stock of each Material Subsidiary is owned
     by the Company, directly or through subsidiaries, free from any mortgage,
     pledge, lien, security interest, claim, encumbrance or other defect of any
     kind, except any of the foregoing that has been or will be granted under
     the Credit Agreement (as defined in the Prospectus); and, there are no
     rights granted to or in favor of any third party (whether acting in an
     individual, fiduciary or other capacity) other than the Company to acquire
     such capital stock, any additional capital stock or any other securities of
     any such Material Subsidiary. The subsidiaries of the Company that are not
     Material Subsidiaries do not, in the aggregate, constitute a "significant
     subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the Act.

          (v)  The Offered Securities (other than the Optional Securities
     offered by the Selling Stockholder) have been duly authorized and will be,
     when issued and paid for in accordance with this Agreement, validly issued,
     fully paid and nonassessable and no further approval or authorization of
     the stockholders or the Board of Directors of the Company is or will be
     required for the issuance and sale of the Firm Securities as contemplated
     by this Agreement; on each Closing Date (as defined below), all other
     outstanding shares of capital stock of the Company will be duly authorized,
     validly issued, fully paid and nonassessable and will have been issued in
     compliance with applicable


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     federal and state securities laws; the authorized and outstanding capital
     stock of the Company on each Closing Date will conform to the descriptions
     thereof contained in the Prospectus under the captions "Capitalization" and
     "Description of Capital Stock;" and on each Closing Date the stockholders
     of the Company will have no preemptive or similar rights with respect to
     the Offered Securities or any other securities of the Company.

          (vi)  Except as described in the Prospectus, there are no contracts,
     agreements or understandings between the Company and any person that would
     give rise to a valid claim against the Company or any Underwriter for a
     brokerage commission, finder's fee or other like payment in connection with
     this Agreement.

          (vii)  Except as described in the Prospectus, there are no contracts,
     agreements or understandings between the Company and any person granting
     such person the right to require the Company to file a registration
     statement under the Act with respect to any securities of the Company owned
     or to be owned by such person or to require the Company to include such
     securities in the securities registered pursuant to a Registration
     Statement or in any securities being registered pursuant to any other
     registration statement filed by the Company under the Act.

          (viii)  The Securities have been approved for listing subject to
     notice of issuance on the Nasdaq National Market.

          (ix)  Except as described in the Prospectus, no consent, approval,
     authorization or order of, or filing with, any governmental agency or body
     or any court is required to be obtained or made by the Company for the
     consummation of the transactions contemplated by this Agreement or
     described in the Prospectus under the caption "The Transactions," except
     such as have been, or will be, obtained or made on or prior to First
     Closing Date.

          (x)  The execution, delivery and performance by the Company of this
     Agreement and the agreements, documents or instruments entered into by the
     Company in connection with the transactions described in the Prospectus
     under the caption "The Transactions" and the consummation by the Company of
     the transactions contemplated herein or described in the Prospectus under
     the caption "The Transactions" have been duly authorized by all necessary
     corporate action on the part of the Company and, to the extent required,
     its stockholders and do not and will not conflict with or result in a
     breach or violation of any of the terms and provisions of, and do not and
     will not constitute a default (or an event which with the giving of notice
     or the lapse of time or both would constitute a default) under, and do not
     and will not result in the creation or imposition of any lien, charge or
     encumbrance upon any assets, properties or operations of the Company or any
     of its subsidiaries (including any individual institution within such
     entity ("subsidiaries")) under, (A) the charter, by-laws or other
     organizational documents of the Company or any such subsidiary, (B) any
     statute, rule, regulation, requirement, order or decree of any
     governmental, regulatory or accrediting agency or body or any court having
     jurisdiction


                                      -5-

<PAGE>
 
     over the Company or any such subsidiary or any of their properties, assets
     or operations, including, without limitation, The Higher Education Act of
     1965, as amended, and the regulations promulgated thereunder (the "HEA"),
     or (C) any indenture, mortgage, loan or credit agreement, note, lease,
     permit, license or other agreement or instrument to which the Company or
     any such subsidiary is a party or by which the Company or any such
     subsidiary is bound or to which any of the properties, assets or operations
     of the Company or any such subsidiary is subject, except, in each case, for
     such conflicts, breaches, violations, defaults, liens, charges or
     encumbrances that, individually or in the aggregate, would not have, or
     reasonably be likely to have, a Material Adverse Effect or have, or
     reasonably be likely to have, a material adverse effect on the ability of
     the Company to consummate the transactions contemplated by this Agreement
     and perform its obligations hereunder or consummate the transactions
     described in the Prospectus under the caption "The Transactions." The
     issuance and sale of the Firm Securities or consummation of the other
     transactions contemplated by this Agreement or described in the Prospectus
     under the caption "The Transactions," will not constitute a change of
     ownership resulting in a "change of control" of the Company as defined in
     the HEA.

          (xi)  This Agreement and the agreements, documents or instruments
     entered into by the Company in connection with the transactions described
     in the Prospectus under the caption "The Transactions" have been duly
     executed and delivered by the Company and constitute the legal, valid and
     binding obligations of the Company enforceable against the Company in
     accordance with their respective terms, except to the extent that (A)
     enforceability may be limited by bankruptcy, insolvency, reorganization,
     receivership, moratorium or other similar laws relating to creditors'
     rights generally and by general principles of equity, whether applied by a
     court of law or equity, and (B) rights to indemnity and contribution may be
     limited by federal or state securities laws or policies underlying such
     laws.

          (xii)  Except as described in the Prospectus, the Company and its
     Material Subsidiaries have good and marketable title to all real properties
     and all other properties and assets owned by them, in each case free from
     any mortgage, pledge, lien, security interest, claim, encumbrance or other
     defect of any kind that would, individually or in the aggregate, materially
     affect the value thereof or materially interfere with the use made or to be
     made thereof by them; and except as disclosed in the Prospectus, the
     Company and its Material Subsidiaries hold any leased real or personal
     property under valid and enforceable leases with no exceptions that would
     materially interfere with the use made or to be made thereof by them.

          (xiii)  Except as described in the Prospectus, the Company and its
     subsidiaries possess all accreditations, approvals, authorizations,
     certificates, permits and licenses (collectively, "Licenses") issued by
     appropriate governmental, regulatory or accrediting agencies or bodies,
     including, without limitation, all authorizations required for
     participation in federal aid programs under Title IV of the HEA ("Title IV
     Programs"), as


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     are necessary to own, lease or operate their properties and to conduct the
     business now operated by them and all such Licenses are in full force and
     effect, except for failures to possess any such Licenses or failures of any
     such Licenses to be in full force and effect that, individually or in the
     aggregate, would not have, or reasonably be likely to have, a Material
     Adverse Effect; the Company and its subsidiaries are in compliance with
     their respective obligations under such Licenses, subject to such
     qualifications as are described in the Prospectus; and, except as described
     in the Prospectus, neither the Company nor any of its subsidiaries has
     received written notice of any proceedings, investigations or inquiries (or
     has knowledge of any facts that could form a reasonable basis for any
     proceedings, investigations or inquiries) relating to the revocation,
     modification, termination or suspension of any such License, except for any
     such revocations, modifications, terminations or suspensions that,
     individually or in the aggregate, would not have, or reasonably be likely
     to have, a Material Adverse Effect.

          (xiv)  No labor dispute with the employees of the Company or any
     subsidiary exists or, to the knowledge of the Company, is imminent that is
     reasonably likely to have a Material Adverse Effect.

          (xv)  The Company and its subsidiaries own, possess or can acquire on
     reasonable terms, adequate trademarks, trade names and other rights to
     inventions, know-how, patents, copyrights, confidential information and
     other intellectual property (collectively, "intellectual property rights")
     necessary to conduct the business now operated by them, or currently
     employed by them, and have not received any notice of infringement of or
     conflict with asserted rights of others with respect to any intellectual
     property rights that, if determined adversely to the Company or any of its
     subsidiaries, would individually or in the aggregate have, or reasonably be
     likely to have, a Material Adverse Effect.

          (xvi)  Except as described in the Prospectus, neither the Company nor
     any of its subsidiaries is in violation of any statute, rule, regulation,
     decision or order of any governmental agency or body or any court, domestic
     or foreign, relating to the use, disposal or release of hazardous or toxic
     substances or relating to the protection or restoration of the environment
     or human exposure to hazardous or toxic substances (collectively,
     "environmental laws"), owns or operates any real property contaminated with
     any substance that is subject to any environmental laws, is liable for any
     off-site disposal or contamination pursuant to any environmental laws, or
     is subject to any claim relating to any environmental laws, which
     violation, contamination, liability or claim would individually or in the
     aggregate have, or reasonably be likely to have, a Material Adverse Effect;
     and the Company is not aware of any pending investigation that is
     reasonably likely to lead to such a claim.

          (xvii)  Except as described in the Prospectus, there are no pending
     actions, suits or proceedings against or affecting the Company, any of its
     subsidiaries or any of their respective properties that, if determined
     adversely to the Company or any of its


                                      -7-

<PAGE>
 
     subsidiaries, would individually or in the aggregate have, or reasonably be
     likely to have, a Material Adverse Effect or would materially and adversely
     affect the ability of the Company to perform its obligations under this
     Agreement or consummate the transactions described in the Prospectus under
     the caption "The Transactions," or which are otherwise material in the
     context of the sale of the Offered Securities; and no such actions, suits
     or proceedings are, to the Company's knowledge, threatened.

          (xviii)  The financial statements included in each Registration
     Statement and the Prospectus present fairly the financial position of the
     entities covered thereby as of the dates shown and their results of
     operations and cash flows for the periods shown, and such financial
     statements have been prepared in conformity with the generally accepted
     accounting principles in the United States of America applied on a
     consistent basis (except, with respect to unaudited interim financial
     statements, as otherwise described in the Prospectus); any financial
     statement schedules included in each Registration Statement present fairly
     the information required to be stated therein; and the assumptions used in
     preparing the pro forma financial information included in each Registration
     Statement and the Prospectus provide a reasonable basis for presenting the
     significant effects directly attributable to the transactions or events
     described therein, the related pro forma adjustments give appropriate
     effect to those assumptions and the pro forma columns therein reflect the
     proper application of those adjustments to the corresponding historical
     financial statement amounts.

          (xix)  Since the date of the latest financial statements of the
     Company included in the Prospectus there has been no material adverse
     change, nor any development or event involving a prospective material
     adverse change, in the condition (financial or other), business, properties
     or results of operations of the Company and its subsidiaries taken as a
     whole, and, except as disclosed in or contemplated by the Prospectus, there
     has been no dividend or distribution of any kind declared, paid or made by
     the Company on any class of its capital stock.

          (xx)  Except as described in the Prospectus, there are no outstanding
     (A) securities or obligations of the Company convertible into or
     exchangeable for any capital stock of the Company, (B) warrants, rights or
     options to subscribe for or purchase from the Company any such capital
     stock or any such convertible or exchangeable securities or obligations or
     (C) obligations of the Company to issue any such capital stock, convertible
     or exchangeable securities or obligations, or warrants, rights or
     obligations.

          (xxi)  The Company and its Material Subsidiaries maintain a system of
     internal accounting controls sufficient in all material respects for
     purposes of the prevention or detection of errors or irregularities in
     amounts that could be expected to be material to the Company's consolidated
     financial statements and the recording of transactions so as to permit the
     preparation of such consolidated financial statements in conformity with
     generally accepted accounting principles.


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          (xxii)  Neither the Company nor any of its subsidiaries is in
     violation of (A) its charter, by-laws or other organizational documents or
     (B) any statute, rule, regulation, requirement, order, decree or judgment
     of any governmental, regulatory or accrediting agency or body or any court
     having jurisdiction over the Company or any such subsidiary; and no event
     of default (or event which with the giving of notice or the lapse of time,
     or both, would constitute an event of defaults) exists under any indenture,
     mortgage, loan or credit agreement, note, lease, permit, license or other
     agreement or instrument to which the Company or any such Subsidiary is a
     party or by which the Company or any such subsidiary is bound or to which
     any of the properties, assets or operations of the Company or any such
     subsidiary is subject, except, in each case, for violations or events of
     default that, individually or in the aggregate, would not have, or
     reasonably be likely to have, a Material Adverse Effect.

          (xxiii)  The Company and its Material Subsidiaries carry or are
     entitled to the benefits of insurance in such amounts and covering such
     risks as the Company believes are generally maintained by companies of
     established repute engaged in the same or a similar business, and all such
     insurance is in full force and effect.

          (xxiv)  The Company has not taken and will not take, directly or
     indirectly, any action designed to or that could cause or result in the
     stabilization or manipulation of the price of the Offered Securities to
     facilitate the sale or resale of the Offered Securities.

          (xxv)  The Company is not and, after giving effect to the offering and
     sale of the Offered Securities and the application of the proceeds
     therefrom as described in the Prospectus, will not be an "investment
     company" as defined in the Investment Company Act of 1940, as amended (the
     "Investment Company Act").

     (b)  The Selling Stockholder represents and warrants to, and agrees with,
the several Underwriters that:

          (i)  The Selling Stockholder has and on the Optional Closing Date
     hereinafter mentioned, if any, the Selling Stockholder will have valid and
     unencumbered title to the Optional Securities to be delivered by the
     Selling Stockholder on such Optional Closing Date and full right, power and
     authority to enter into this Agreement and to sell, assign, transfer and
     deliver the Optional Securities to be delivered by the Selling Stockholder
     on such Optional Closing Date hereunder; and upon the delivery of and
     payment for the Optional Securities on each Optional Closing Date
     hereunder, if any, the several Underwriters will acquire valid and
     unencumbered title to the Optional Securities to be delivered by the
     Selling Stockholder on such Optional Closing Date.

          (ii)  If the Effective Time of the Initial Registration Statement is
     prior to the execution and delivery of this Agreement: (A) on the Effective
     Date of the Initial Registration Statement, the Initial Registration
     Statement conformed in all material


                                      -9-

<PAGE>
 
     respects to the requirements of the Act and the Rules and Regulations and
     did not include any untrue statement of a material fact or omit to state
     any material fact required to be stated therein or necessary to make the
     statements therein not misleading, (B) on the Effective Date of the
     Additional Registration Statement (if any), each Registration Statement
     conformed, or will conform, in all material respects to the requirements of
     the Act and the Rules and Regulations and did not include, or will not
     include, any untrue statement of a material fact and did not omit, or will
     not omit, to state any material fact required to be stated therein or
     necessary to make the statements therein not misleading, and (C) on the
     date of this Agreement, the Initial Registration Statement and, if the
     Effective Time of the Additional Registration Statement is prior to the
     execution and delivery of this Agreement, the Additional Registration
     Statement each conforms, and at the time of filing of the Prospectus
     pursuant to Rule 424(b) or (if no such filing is required) at the Effective
     Date of the Additional Registration Statement in which the Prospectus is
     included, each Registration Statement and the Prospectus will conform, in
     all material respects to the requirements of the Act and the Rules and
     Regulations, and none of such documents includes, or will include, any
     untrue statement of a material fact or omits, or will omit, to state any
     material fact required to be stated therein or necessary to make the
     statements therein not misleading. If the Effective Time of the Initial
     Registration Statement is subsequent to the execution and delivery of this
     Agreement: on the Effective Date of the Initial Registration Statement, the
     Initial Registration Statement and the Prospectus will conform in all
     material respects to the requirements of the Act and the Rules and
     Regulations, neither of such documents will include any untrue statement of
     a material fact or will omit to state any material fact required to be
     stated therein or necessary to make the statements therein not misleading.
     The two preceding sentences apply only to the extent that any statements
     in, or omissions from, a Registration Statement or the Prospectus are based
     on written information furnished to the Company by the Selling Stockholder
     specifically for use therein.

          (iii)  This Agreement and, to the extent applicable to the Selling
     Stockholder, the agreements, documents or instruments entered into by the
     Selling Stockholder in connection with the transactions described in the
     Prospectus under the caption "The Transactions" have each been duly
     authorized, executed and delivered by or on behalf of the Selling
     Stockholder and constitute the legal, valid and binding obligations of the
     Selling Stockholder enforceable against the Selling Stockholder in
     accordance with their respective terms, except to the extent that (A)
     enforceability may be limited by bankruptcy, insolvency, reorganization,
     receivership, moratorium or other similar laws relating to creditors'
     rights generally and by general principles of equity, whether applied by a
     court of law or equity, and (B) rights to indemnity and contribution may be
     limited by federal and state securities laws or policies underlying such
     laws.

          (iv)  No consent, approval, authorization, order, registration or
     qualification of, or filing with, any third party (whether acting in an
     individual, fiduciary or other capacity) or any governmental or regulatory
     agency or body or any court is required to be obtained or


                                      -10-

<PAGE>
 
     made for the consummation by the Selling Stockholder of the transactions
     contemplated by this Agreement or described in the Prospectus under the
     caption "The Transactions," except such as have been obtained and made
     under the Act and such as may be required under state securities laws.

          (v)  The execution, delivery and performance by the Selling
     Stockholder of this Agreement and, to the extent applicable to the Selling
     Stockholder, the agreements, documents or instruments entered into by the
     Selling Stockholder in connection with the transactions described in the
     Prospectus under the caption "The Transactions," the sale of the Optional
     Securities, if any, by the Selling Stockholder and the consummation by the
     Selling Stockholder of any of the other transactions herein contemplated or
     described in the Prospectus under the caption "The Transactions," do not
     and will not conflict with or result in a breach or violation of any of the
     terms and provisions of, or constitute or will constitute a default (or an
     event which with the giving of notice or the lapse of time or both could
     reasonably be likely to constitute a default) under, or result in the
     creation or imposition of any lien, charge or encumbrance upon the Optional
     Securities under (A) the charter, by-laws or other organizational documents
     of the Selling Stockholder, (B) any statute, any rule, regulation,
     requirement, order or decree of any governmental or regulatory agency or
     body, or any court having jurisdiction over the Selling Stockholder or any
     of its properties, assets or operations or (C) any indenture, mortgage,
     loan or credit agreement, note, lease, permit, license or other agreement
     or instrument to which the Selling Stockholder is a party or by which the
     Selling Stockholder is bound or to which any of the properties, assets or
     operations of the Selling Stockholder is subject, except, in each case, for
     such conflicts, breaches, violations, defaults, liens, charges and
     encumbrances which would not, individually or in the aggregate, have, or
     reasonably be likely to have, a material adverse effect on the ability of
     the Selling Stockholder to consummate the transactions contemplated by this
     Agreement or perform the Selling Stockholder's obligations hereunder or
     consummate the transactions described in the Prospectus under the caption
     "The Transactions".

          (vi)  Except as described in the Prospectus, there are no contracts,
     agreements or understandings between the Selling Stockholder and any third
     party that would give rise to a valid claim against the Selling Stockholder
     or any Underwriter for a brokerage commission, finder's fee or other like
     payment in connection with the transactions contemplated by this Agreement.

          (vii)  The Selling Stockholder has not taken and will not take,
     directly or indirectly, any action designed to or that could cause or
     result in the stabilization or manipulation of the price of the Offered
     Securities to facilitate the sale or resale of the Offered Securities.

     3.  Purchase, Sale and Delivery of Offered Securities.  On the basis of the
representations, warranties and agreements herein contained, but subject to the
terms and conditions herein set forth, the Company agrees to sell to the
Underwriters, and the Underwriters

                                      -11-
<PAGE>
 
agree, severally and not jointly, to purchase from the Company, at a purchase
price of $_____ per share, the respective numbers of shares of Firm Securities
set forth opposite the names of the Underwriters in Schedule B hereto.

     The Company will deliver the Firm Securities to the Representatives for the
accounts of the Underwriters against payment of the purchase price in Federal
(same day) funds by official bank check or checks or wire transfer to an account
at a bank designated by the Company and acceptable to Credit Suisse First Boston
Corporation ("CSFBC") drawn to the order of the Company at the office of
____________________, at _____ A.M., New York time, on __________, or at such
other time not later than seven full business days thereafter as CSFBC and the
Company determine (such time being herein referred to as the "First Closing
Date").  For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), the First Closing Date (if later than the
otherwise applicable settlement date) shall be the settlement date for payment
of funds and delivery of securities for all the Offered Securities sold pursuant
to this Agreement.  The certificates for the Firm Securities so to be delivered
will be in definitive form, in such denominations and registered in such names
as CSFBC requests and will be made available for checking and packaging at the
office of CSFBC, Eleven Madison Avenue, New York, New York 10010, at least 24
hours prior to the First Closing Date.

     In addition, upon written notice from CSFBC given to the Company and the
Selling Stockholder from time to time not more than 30 days subsequent to the
date of the Prospectus, the Underwriters may purchase all or less than all of
the Optional Securities at the purchase price per share to be paid for the Firm
Securities.  The Company and the Selling Stockholder agree, severally and not
jointly, to sell to the Underwriters the respective numbers of Optional
Securities obtained by multiplying the number of Optional Securities specified
in such notice by a fraction the numerator of which is ________, in the case of
the Company, and the number of shares set forth opposite the name of the Selling
Stockholder in Schedule A hereto under the caption "Number of Optional
Securities to be Sold," and the denominator of which is the total number of
Optional Securities (subject to adjustment by CSFBC to eliminate fractions).
Such Optional Securities shall be purchased from the Company and the Selling
Stockholder for the account of each Underwriter in the same proportion as the
number of Firm Securities set forth opposite such Underwriter's name bears to
the total number of Firm Securities (subject to adjustment by CSFBC to eliminate
fractions) and may be purchased by the Underwriters only for the purpose of
covering over-allotments made in connection with the sale of the Firm
Securities. No Optional Securities shall be sold or delivered unless the Firm
Securities previously have been, or simultaneously are, sold and delivered. The
right to purchase the Optional Securities or any portion thereof may be
exercised from time to time and to the extent not previously exercised may be
surrendered and terminated at any time upon notice by CSFBC to the Company and
the Selling Stockholder.

     Each time for the delivery of and payment for the Optional Securities,
being herein referred to as an "Optional Closing Date," which may be the First
Closing Date (the First Closing Date and each Optional Closing Date, if any,
being sometimes referred to as a "Closing Date"), shall be determined by CSFBC
but shall be not later than five full business days after written

                                      -12-
<PAGE>
 
notice of election to purchase Optional Securities is given.  The Company and
the Selling Stockholder will deliver the Optional Securities being purchased on
each Optional Closing Date to the Representatives for the accounts of the
several Underwriters against payment of the purchase price therefor in Federal
(same day) funds by official bank check or checks or wire transfer to an account
at a bank acceptable to CSFBC drawn to the order of the Company, in the case of
Optional Securities offered by the Company, and the name of the Selling
Stockholder, in the case of the Optional Securities offered by the Selling
Stockholder.  The certificates for the Optional Securities being purchased on
each Optional Closing Date will be in definitive form, in such denominations and
registered in such names as CSFBC requests upon reasonable notice prior to such
Optional Closing Date and will be made available for checking and packaging at
the office of CSFBC, Eleven Madison Avenue, New York, New York 10010, at a
reasonable time in advance of such Optional Closing Date.

     4.  Offering by Underwriters.  It is understood that the several
Underwriters propose to offer the Offered Securities for sale to the public as
set forth in the Prospectus.

     5.  Certain Agreements of the Company and the Selling Stockholder.  The
Company agrees with the several Underwriters and the Selling Stockholder and,
with respect to clauses (j) and (k) below, the Selling Stockholder agrees with
the Company and the several Underwriters that:

          (a)  If the Effective Time of the Initial Registration Statement is
     prior to the execution and delivery of this Agreement, the Company will
     file the Prospectus with the Commission pursuant to and in accordance with
     subparagraph (1) (or, if applicable and if consented to by CSFBC,
     subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the
     second business day following the execution and delivery of this Agreement
     or (B) the fifteenth business day after the Effective Date of the Initial
     Registration Statement.

          The Company will advise CSFBC promptly of any such filing pursuant to
     Rule 424(b). If the Effective Time of the Initial Registration Statement is
     prior to the execution and delivery of this Agreement and an additional
     registration statement is necessary to register a portion of the Offered
     Securities under the Act but the Effective Time thereof has not occurred as
     of such execution and delivery, the Company will file the additional
     registration statement or, if filed, will file a post-effective amendment
     thereto with the Commission pursuant to and in accordance with Rule 462(b)
     on or prior to 10:00 P.M., New York time, on the date of this Agreement or,
     if earlier, on or prior to the time the Prospectus is printed and
     distributed to any Underwriter, or will make such filing at such later date
     as shall have been consented to by CSFBC.

          (b)  The Company will advise CSFBC promptly of any proposal to amend
     or supplement the initial or any additional registration statement as filed
     or the related prospectus or the Initial Registration Statement, the
     Additional Registration Statement (if any) or the Prospectus and will not
     effect such amendment or supplementation without

                                      -13-
<PAGE>
 
     CSFBC's consent, which consent shall not be unreasonably withheld; and the
     Company will also advise CSFBC promptly of the effectiveness of each
     Registration Statement (if its Effective Time is subsequent to the
     execution and delivery of this Agreement) and of any amendment or
     supplementation of a Registration Statement or the Prospectus and of the
     institution by the Commission of any stop order proceedings in respect of a
     Registration Statement and will use its best efforts to prevent the
     issuance of any such stop order and to obtain as soon as possible its
     lifting, if issued.

          (c)  If, at any time when a prospectus relating to the Offered
     Securities is required to be delivered under the Act in connection with
     sales by any Underwriter or dealer, any event occurs as a result of which
     the Prospectus as then amended or supplemented would include an untrue
     statement of a material fact or omit to state any material fact necessary
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading, or if it is necessary at any time to
     amend the Prospectus to comply with the Act, the Company will promptly
     notify CSFBC of such event and will promptly prepare and file with the
     Commission, at its own expense, an amendment or supplement that will
     correct such statement or omission or an amendment which will effect such
     compliance.  Neither CSFBC's consent to, nor the Underwriters' delivery of,
     any such amendment or supplement shall constitute a waiver of any of the
     conditions set forth in Section 6.

          (d)  As soon as practicable, but not later than the Availability Date
     (as defined below), the Company will make generally available to its
     security holders an earnings statement covering a period of at least 12
     months beginning after the Effective Date of the Initial Registration
     Statement (or, if later, the Effective Date of the Additional Registration
     Statement) that will satisfy the provisions of Section 11(a) of the Act.
     For the purpose of the preceding sentence, "Availability Date" means the
     45th day after the end of the fourth fiscal quarter following the fiscal
     quarter that includes such Effective Date, except that, if such fourth
     fiscal quarter is the last quarter of the Company's fiscal year,
     "Availability Date" means the 90th day after the end of such fourth fiscal
     quarter.

          (e)  The Company will furnish to the Representatives copies of each
     Registration Statement (four of which will be signed and will include all
     exhibits), each related preliminary prospectus and, so long as a prospectus
     relating to the Offered Securities is required to be delivered under the
     Act in connection with sales by any Underwriter or dealer, the Prospectus
     and all amendments and supplements to such documents, in each case in such
     quantities as CSFBC reasonably requests. The Prospectus shall be so
     furnished on or prior to 5:00 P.M., New York time, on the business day
     following the later of the execution and delivery of this Agreement or the
     Effective Time of the Initial Registration Statement.  All other such
     documents shall be so furnished as soon as available. The Company will pay
     the expenses of printing and distributing to the Underwriters all such
     documents.

                                      -14-
<PAGE>
 
          (f)  The Company will arrange for the qualification of the Offered
     Securities for sale under the laws of such jurisdictions as CSFBC
     designates and will continue such qualifications in effect so long as
     required for the distribution; provided, that the Company shall not be
     required to file a general consent to service of process or qualify to do
     business in any jurisdiction in which it is not so qualified.

          (g) During the period of five years hereafter, the Company will
     furnish to the Representatives and, upon request, to each of the other
     Underwriters, as soon as practicable after the end of each fiscal year, a
     copy of its annual report to stockholders for such year; and the Company
     will furnish to the Representatives (i) as soon as available, a copy of
     each report and any definitive proxy statement of the Company filed with
     the Commission under the Exchange Act or mailed to stockholders, and (ii)
     from time to time, such other information concerning the Company as CSFBC
     may reasonably request.

          (h)  For a period of 180 days after the date of the initial public
     offering of the Offered Securities, the Company will not offer, sell,
     contract to sell, pledge or otherwise dispose of, directly or indirectly,
     or file with the Commission a registration statement under the Act relating
     to, any additional shares of its Securities or securities convertible into
     or exchangeable or exercisable for any shares of its Securities, or
     publicly disclose the intention to make any such offer, sale, pledge,
     disposition or filing, without the prior written consent of CSFBC, except
     issuances of Securities pursuant to the conversion or exchange of
     convertible or exchangeable securities or the exercise of warrants or
     options, in each case outstanding on the date hereof, or grants of employee
     stock options pursuant to the terms of a plan in effect on the date hereof
     or issuances of Securities pursuant to the exercise of such options.

          (i)  The Company and the Selling Stockholder agree with the several
     Underwriters that the Company and the Selling Stockholder will pay all
     expenses incident to the performance of the obligations of the Company and
     the Selling Stockholder, as the case may be, under this Agreement, for any
     filing fees and other expenses (including fees and disbursements of
     counsel) in connection with qualification of the Offered Securities for
     sale under the laws of such jurisdictions as CSFBC designates and the
     printing of memoranda relating thereto, for the filing fee incident to, and
     the reasonable fees and disbursements of counsel to the Underwriters in
     connection with, the review by the National Association of Securities
     Dealers, Inc. (the "NASD") of the Offered Securities, for any travel
     expenses of the Company's officers and employees and any other expenses of
     the Company in connection with attending or hosting meetings with
     prospective purchasers of the Offered Securities and for expenses incurred
     in distributing preliminary prospectuses and the Prospectus (including any
     amendments and supplements thereto) to the Underwriters.  The Selling
     Stockholder will reimburse the Underwriters (if and to the extent incurred
     by them) for any transfer taxes on the sale by the Selling Stockholder of
     Optional Securities to the Underwriters.

                                      -15-
<PAGE>
 
          (j) The Selling Stockholder agrees to deliver to CSFBC, attention:
     Transactions Advisory Group, on or prior to the Optional Closing Date, if
     any, a properly completed and executed United States Treasury Department
     Form W-9 (or other applicable form or statement specified by Treasury
     Department regulations in lieu thereof).

          (k) The Selling Stockholder agrees, for a period of 180 days after the
     date of the initial public offering of the Offered Securities, not to
     offer, sell, contract to sell, pledge or otherwise dispose of, directly or
     indirectly, any additional shares of the Securities of the Company or
     securities convertible into or exchangeable or exercisable for any shares
     of Securities, or publicly disclose the intention to make any such offer,
     sale, pledge or disposal, without the prior written consent of CSFBC.

     6.  Conditions of the Obligations of the Underwriters. The obligations of
the several Underwriters to purchase and pay for the Firm Securities on the
First Closing Date and the Optional Securities to be purchased on each Optional
Closing Date will be subject to the accuracy of the representations and
warranties on the part of the Company and the Selling Stockholder, to the
accuracy of the statements of Company officers made pursuant to the provisions
hereof, to the performance by the Company and the Selling Stockholder of their
obligations hereunder and to the following additional conditions precedent:

          (a) The Representatives shall have received a letter, dated the date
     of delivery thereof (which, if the Effective Time of the Initial
     Registration Statement is prior to the execution and delivery of this
     Agreement, shall be on or prior to the date of this Agreement or, if the
     Effective Time of the Initial Registration Statement is subsequent to the
     execution and delivery of this Agreement, shall be prior to the filing of
     the amendment or post-effective amendment to the registration statement to
     be filed shortly prior to such Effective Time), of Arthur Andersen LLP
     confirming that they are independent public accountants within the meaning
     of the Act and the applicable published Rules and Regulations thereunder
     and stating to the effect that:
 
               (i) in their opinion the financial statements and any schedules
          examined by them and included in the Registration Statements comply as
          to form in all material respects with the applicable accounting
          requirements of the Act and the related published Rules and
          Regulations;

               (ii) they have performed the procedures specified by the American
          Institute of Certified Public Accountants for a review of interim
          financial information as described in Statement of Auditing Standards
          No. 71, Interim Financial Information, on the unaudited financial
          statements of the Company included in the Registration Statements;

               (iii) on the basis of the review referred to in clause (ii)
          above, a reading of the latest available interim financial statements
          of the Company, inquiries of

                                      -16-
<PAGE>
 
          officials of the Company who have responsibility for financial and
          accounting matters and other specified procedures, nothing came to
          their attention that caused them to believe that:

                    (A) the unaudited financial statements of the Company
               included in the Registration Statements do not comply as to form
               in all material respects with the applicable accounting
               requirements of the Act and the related published Rules and
               Regulations or any material modifications should be made to such
               unaudited financial statements for them to be in conformity with
               generally accepted accounting principles;

                    (B) the information set forth in the Prospectus under the
               captions "Summary Consolidated Financial and Other Data" and
               "Selected Historical Consolidated Financial and Other Data" does
               not agree with the amounts set forth in the unaudited
               consolidated financial statements or the audited consolidated
               financial statements, as the case may be, from which it was
               derived or was not determined on a basis substantially consistent
               with that of the corresponding amounts in the audited statements
               included in the Registration Statements and the Prospectus;

                    (C) at the date of the latest available balance sheet read
               by such accountants, or at a subsequent specified date not more
               than three business days prior to the date of this Agreement,
               there was any decrease in stockholders' equity or change in the
               capital stock or any increase in short-term indebtedness or long-
               term debt of the Company and its consolidated subsidiaries or, at
               the date of the latest available balance sheet read by such
               accountants, there was any decrease in consolidated net current
               assets or net assets, as compared with amounts shown on the
               latest balance sheet included in the Prospectus; or

                    (D) for the period from the closing date of the latest
               income statement included in the Prospectus to the closing date
               of the latest available income statement read by such accountants
               there were any decreases, as compared with the corresponding
               period of the previous year, in consolidated total net revenue or
               income from operations of the Company or in the total or per
               share amounts of consolidated net income of the Company, or any
               increases or decrease, as the case may be, in other items
               specified by the Representatives;

          except in all cases set forth in clauses (C) and (D) above for
          changes, increases or decreases which the Prospectus discloses have
          occurred or may occur or which are described in such letter; and

                                      -17-
<PAGE>
 
               (iv) they have read any unaudited pro forma information included
          in the Prospectus; inquired of certain officials of the Company who
          have responsibility for financial and accounting matters about the
          basis for their determination of the pro forma adjustments and whether
          such unaudited pro forma financial information complies as to form in
          all material respects with the applicable requirements of Rule 11-02
          of Regulation S-X under the Act; and proved the arithmetic accuracy of
          the application of the pro forma adjustments to the historical amounts
          in the unaudited pro forma financial information;

               (v) on the basis of the procedures specified in clause (iv)
          above, nothing came to their attention that caused them to believe
          that the unaudited pro forma financial information referred to in
          clause (iv) above does not comply as to form in all material respects
          with the applicable accounting requirements of Rule 11-02 of
          Regulation S-X under the Act and that the pro forma adjustments have
          not been properly applied to the historical amounts in the compilation
          of that information; and

               (vi) they have compared specified dollar amounts (or percentages
          derived from such dollar amounts) and other financial information
          contained in the Registration Statements (in each case to the extent
          that such dollar amounts, percentages and other financial information
          are derived from the general accounting records of the Company and its
          subsidiaries subject to the internal controls of the Company's
          accounting system or are derived directly from such records by
          analysis or computation) with the results obtained from inquiries, a
          reading of such general accounting records and other procedures
          specified in such letter and have found such dollar amounts,
          percentages and other financial information to be in agreement with
          such results, except as otherwise specified in such letter.

          For purposes of this subsection, (i) if the Effective Time of the
     Initial Registration Statements is subsequent to the execution and delivery
     of this Agreement, "Registration Statements" shall mean the initial
     registration statement as proposed to be amended by the amendment or post-
     effective amendment to be filed shortly prior to its Effective Time, (ii)
     if the Effective Time of the Initial Registration Statements is prior to
     the execution and delivery of this Agreement but the Effective Time of the
     Additional Registration Statement is subsequent to such execution and
     delivery, "Registration Statements" shall mean the Initial Registration
     Statement and the additional registration statement as proposed to be filed
     or as proposed to be amended by the post-effective amendment to be filed
     shortly prior to its Effective Time, and (iii) "Prospectus" shall mean the
     prospectus included in the Registration Statements.

          (b) The Representatives shall have received a letter, dated the date
     of delivery thereof (which, if the Effective Time of the Initial
     Registration Statement is prior to the

                                      -18-
<PAGE>
 
     execution and delivery of this Agreement, shall be on or prior to the date
     of this Agreement or, if the Effective Time of the Initial Registration
     Statement is subsequent to the execution and delivery of this Agreement,
     shall be prior to the filing of the amendment or post-effective amendment
     to the registration statement to be filed shortly prior to such Effective
     Time), of each of the accounting firms whose report as to audited financial
     statements of a company other than the Company is included in the
     Registration Statement to the effect that (i) they are independent public
     accountants within the meaning of the Act and the applicable published
     Rules and Regulations thereunder and (ii) in their opinion the financial
     statements and any schedules examined by them and included in the
     Registration Statements comply as to form in all material respects with the
     applicable accounting requirements of the Act and the related published
     Rules and Regulations.

          (c) If the Effective Time of the Initial Registration Statement is
     not prior to the execution and delivery of this Agreement, such Effective
     Time shall have occurred not later than 10:00 P.M., New York time, on the
     date of this Agreement or such later date as shall have been consented to
     by CSFBC. If the Effective Time of the Additional Registration Statement
     (if any) is not prior to the execution and delivery of this Agreement, such
     Effective Time shall have occurred not later than 10:00 P.M., New York
     time, on the date of this Agreement or, if earlier, the time the Prospectus
     is printed and distributed to any Underwriter, or shall have occurred at
     such later date as shall have been consented to by CSFBC.  If the Effective
     Time of the Initial Registration Statement is prior to the execution and
     delivery of this Agreement, the Prospectus shall have been filed with the
     Commission in accordance with the Rules and Regulations and Section 5(a) of
     this Agreement. Prior to such Closing Date, no stop order suspending the
     effectiveness of a Registration Statement shall have been issued and no
     proceedings for that purpose shall have been instituted or, to the
     knowledge of the Selling Stockholder, the Company or the Representatives,
     shall be threatened by the Commission.

          (d) Subsequent to the execution and delivery of this Agreement, there
     shall not have occurred (i) any change, or any development or event
     involving a prospective change, in the condition (financial or other),
     business, properties or results of operations of the Company or its
     subsidiaries, taken as a whole, which, in the judgment of a majority in
     interest of the Underwriters (including the Representatives), is material
     and adverse and makes it impractical or inadvisable to proceed with
     completion of the public offering or the sale of and payment for the
     Offered Securities; (ii) any suspension or limitation of trading in
     securities generally on the New York Stock Exchange, or any setting of
     minimum prices for trading on such exchange, or any suspension of trading
     of any securities of the Company on any exchange or in the over-the-counter
     market; (iii) any banking moratorium declared by U.S. Federal or New York
     authorities; or (iv) any outbreak or escalation of major hostilities in
     which the United States of America is involved, any declaration of war by
     Congress or any other substantial national or international calamity or
     emergency if, in the judgment of a majority in interest of the Underwriters
     (including the Representatives), the effect of any such outbreak,
     escalation,

                                      -19-
<PAGE>
 
     declaration, calamity or emergency makes it impractical or inadvisable to
     proceed with completion of the public offering or the sale of and payment
     for the Offered Securities.

          (e) The Representatives shall have received an opinion, dated such
     Closing Date, of Katten Muchin & Zavis, counsel for the Company, to the
     effect that:

               (i) The Company has been duly incorporated and is an existing
          corporation in good standing under the laws of the State of Delaware,
          with corporate power and authority to own its properties and conduct
          its business as described in the Prospectus; and the Company is
          qualified to do business as a foreign corporation in good standing in
          each jurisdiction listed in Schedule B hereto;

               (ii) Each Material Subsidiary of the Company has been duly
          incorporated and is an existing corporation in good standing under the
          laws of the jurisdiction of its incorporation, with corporate power
          and authority to own its properties and conduct its business as
          described in the Prospectus; each Material Subsidiary of the Company
          is qualified to do business as a foreign corporation in good standing
          in each jurisdiction listed opposite its name in Schedule A hereto;
          and all of the issued and outstanding capital stock of each Material
          Subsidiary of the Company has been duly authorized and validly issued
          and is fully paid and nonassessable;

               (iii) The Offered Securities (other than the Optional Securities
          offered by the Selling Stockholder) have been duly authorized and,
          when issued and paid for in accordance with the terms hereof, will be
          validly issued, fully paid and nonassessable; all other outstanding
          shares of capital stock of the Company are duly authorized, validly
          issued, fully paid and nonassessable; and the authorized and
          outstanding capital stock of the Company conforms to the descriptions
          thereof contained in the Prospectus under the captions
          "Capitalization" and "Description of Capital Stock;"

               (iv) Except as described in the Prospectus, to the knowledge of
          such counsel, there are no contracts, agreements or understandings
          between the Company and any person granting such person the right to
          require the Company to file a registration statement under the Act
          with respect to any securities of the Company owned or to be owned by
          such person or to require the Company to include such securities in
          the securities registered pursuant to the Registration Statement or in
          any securities being registered pursuant to any other registration
          statement filed by the Company under the Act;

               (v) No consent, approval, authorization or order of, or filing
          with, any governmental agency or body or any court is required to be
          obtained or made by the Company for the consummation of the
          transactions contemplated by this Agreement or the Prospectus (it
          being understood that such counsel need express

                                      -20-
<PAGE>
 
          no opinion as to the matters described in Section 6(g)(ii), as to
          which Dow, Lohnes & Albertson is providing an opinion to the
          Underwriters, or Section 6(h)(ii), as to which Fraser & Beatty is
          providing an opinion to the Underwriters);

               (vi) The execution, delivery and performance by the Company of
          this Agreement and the agreements, documents or instruments entered
          into by the Company in connection with the transactions described in
          the Prospectus under the caption "The Transactions" and the
          consummation by the Company of the transactions herein contemplated
          and described in the Prospectus under the caption "The Transactions"
          have been duly authorized by all necessary corporate action on the
          part of the Company and, to the extent required, its stockholders and
          do not result in a breach or violation of any of the terms and
          provisions of, and do not constitute a default (or an event which with
          the giving of notice or the lapse of time or both would constitute a
          default) under, and do not result in the creation or imposition of any
          lien, charge or encumbrance upon any assets, properties or operations
          of the Company or any of its Material Subsidiaries under, (A) the
          charter, by-laws or other organizational documents of the Company or
          any such Material Subsidiary, (B) any statute, rule, regulation,
          requirement, order or decree of any governmental, regulatory or
          accrediting agency or body or any court having jurisdiction over the
          Company or any such Material Subsidiary or any of their properties,
          assets or operations or (C) to the knowledge of such counsel, any
          material indenture, mortgage, loan or credit agreement, note, lease,
          permit, license or other agreement or instrument to which the Company
          or any such Material Subsidiary is a party or by which the Company or
          any such Material Subsidiary is bound or to which any of the
          properties, assets or operations of the Company or any such Material
          Subsidiary is subject (it being understood that, in the case of clause
          (B) above, such counsel need express no opinion as to the matters
          described in Section 6(g)(iii), as to which Dow, Lohnes & Albertson is
          providing an opinion to the Underwriters, or Section 6(h)(iii), as to
          which Fraser & Beatty is providing an opinion to the Underwriters);

               (vii) The Initial Registration Statement was declared effective
          under the Act as of the date and time specified in such opinion, the
          Additional Registration Statement (if any) was filed and became
          effective under the Act as of the date and time (if determinable)
          specified in such opinion, the Prospectus either was filed with the
          Commission pursuant to the subparagraph of Rule 424(b) specified in
          such opinion on the date specified therein or was included in the
          Initial Registration Statement or the Additional Registration
          Statement (as the case may be), and, to the knowledge of such counsel,
          no stop order suspending the effectiveness of a Registration Statement
          or any part thereof has been issued and no proceedings for that
          purpose have been instituted or are pending or threatened under the
          Act, and each Registration Statement and the Prospectus, and each
          amendment or supplement thereto, as of their respective effective or
          issue dates,

                                      -21-
<PAGE>
          complied as to form in all material respects with the requirements of
          the Act and the Rules and Regulations; the descriptions in the
          Registration Statements and Prospectus of statutes, legal and
          governmental proceedings and contracts and other documents are
          accurate and fairly present the information required to be shown; and
          such counsel do not know of any legal or governmental proceedings
          required to be described in a Registration Statement or the Prospectus
          which are not described as required or of any contracts or documents
          of a character required to be described in a Registration Statement or
          the Prospectus or to be filed as exhibits to a Registration Statement
          which are not described and filed as required (it being understood
          that such counsel need express no opinion as to the matters described
          in Section 6(g)(i), as to which Dow, Lohnes & Albertson is providing
          an opinion to the Underwriters, or Section 6(h)(i), as to which Fraser
          & Beatty is providing an opinion to the Underwriters);
 
               (viii) This Agreement and the agreements, documents or
          instruments entered into by the Company in connection with the
          transactions described in the Prospectus under the caption "The
          Transactions" have been duly executed and delivered by the Company and
          constitute the legal, valid and binding obligations of the Company
          enforceable against the Company in accordance with their respective
          terms, except to the extent that (A) enforceability may be limited by
          bankruptcy, insolvency, reorganization, receivership, moratorium or
          other similar laws relating to creditors' rights generally and by
          general principles of equity, whether applied by a court of law or
          equity, and (B) rights to indemnity and contribution may be limited by
          federal and state securities laws or policies underlying such laws;

               (ix) Except as disclosed in the Prospectus, there are no pending
          or, to the knowledge of such counsel, threatened actions, suits,
          proceedings or investigations against or affecting the Company or any
          of its subsidiaries or any of their respective properties, assets or
          operations that, if determined adversely to the Company or any of its
          subsidiaries would, individually or in the aggregate, have, or
          reasonably be likely to have, a Material Adverse Effect or could
          materially and adversely affect the ability of the Company to perform
          its obligations under this Agreement or consummate the transactions
          described in the Prospectus under the caption "The Transactions" or
          which are otherwise material in the context of the sale of the Offered
          Securities;

               (x) The transactions described in the Prospectus under the
          caption "The Transactions" have been consummated; and

               In addition, such counsel shall state that they have no reason to
          believe that any part of a Registration Statement or any amendment
          thereto, as of its effective date or as of such Closing Date,
          contained any untrue statement of a material fact or omitted to state
          any material fact required to be stated therein or necessary to

                                      -22-
<PAGE>
 
          make the statements therein not misleading; or that the Prospectus or
          any amendment or supplement thereto, as of its issue date or as of
          such Closing Date, contained any untrue statement of a material fact
          or omitted to state any material fact necessary in order to make the
          statements therein, in the light of the circumstances under which they
          were made, not misleading (it being understood that such counsel need
          express no belief as to the financial statements and schedules and
          other financial and accounting data contained in the Registration
          Statements or the Prospectus).

     In rendering such opinion, such counsel may rely as to matters governed by
the laws of jurisdictions other than the laws of jurisdictions in which such
counsel is admitted to practice and the federal laws of the United States of
America upon the opinions of counsel reasonably satisfactory to the
Representatives and counsel for the Underwriters.

          (f)  On any such Closing Date that is also an Optional Closing Date,
     if any, the Representatives shall have received an opinion, dated such
     Closing Date, of [Name], counsel for the Selling Stockholder, to the effect
     that:

               (i)  Immediately prior to such Closing Date, the Selling
          Stockholder was the sole registered owner of the Optional Securities
          delivered by the Selling Stockholder on such Closing Date and has full
          corporate power and authority to enter into this Agreement and to
          sell, assign, transfer and deliver the Optional Securities delivered
          by the Selling Stockholder on such Closing Date; assuming the
          Underwriters have purchased the Optional Securities delivered by the
          Selling Stockholder on such Closing Date for value, in good faith and
          without knowledge of any adverse claim, the Underwriters will have
          acquired valid title to such shares free of any adverse claim, any
          lien in favor of the Company and any restrictions on transfer imposed
          by the Company;

               (ii)  This Agreement and, to the extent applicable to the Selling
          Stockholder, the agreements, documents or instruments entered into by
          the Selling Stockholder in connection with the transactions described
          in the Prospectus under the caption "The Transactions" have each been
          duly authorized, executed and delivered on behalf of the Selling
          Stockholder and constitute the legal, valid and binding obligations of
          the Selling Stockholder enforceable against the Selling Stockholder in
          accordance with their respective terms, except to the extent that (A)
          enforceability may be limited by bankruptcy, insolvency,
          reorganization, receivership, moratorium or other similar laws
          relating to creditors' rights generally and by general principles of
          equity, whether applied by a court of law or equity, and (B) rights to
          indemnity and contribution may be limited by federal and state
          securities laws or policies underlying such laws;

                                      -23-
<PAGE>
 
               (iii)  No consent, approval, authorization, order, registration
          or qualification of, or filing with, any third party (whether acting
          in an individual, fiduciary or other capacity) or any governmental or
          regulatory agency or body or any court is required to be obtained or
          made by the Selling Stockholder for the consummation by the Selling
          Stockholder of the transactions contemplated by this Agreement or
          described in the Prospectus under the caption "The Transactions" (it
          being understood that such counsel need express no opinion as to the
          matters described in Section 6(g)(ii), as to which Dow, Lohnes &
          Albertson is providing an opinion to the Underwriters, or Section
          6(h)(ii), as to which Fraser & Beatty is providing an opinion to the
          Underwriters); and

               (iv)  The execution, delivery and performance by the Selling
          Stockholder of this Agreement and, to the extent applicable to the
          Selling Stockholder, the agreements, documents or instruments entered
          into by the Selling Stockholder in connection with the transactions
          described in the Prospectus under the caption "The Transactions," the
          sale of the Optional Securities by the Selling Stockholder and the
          consummation by the Selling Stockholder of any of the other
          transactions herein contemplated or described in the Prospectus under
          the caption "The Transactions," do not result in a breach or violation
          of any of the terms and provisions of, and do not constitute a default
          (or an event which with the giving of notice or the lapse of time or
          both would constitute a default) under, or result in the creation or
          imposition of any lien, charge or encumbrance upon the Optional
          Securities being sold by the Selling Stockholder under (A) the
          charter, by-laws or other organizational documents of the Selling
          Stockholder, (B) any statute, rule, regulation, requirement, order or
          decree of any governmental or regulatory agency or body, or any court
          having jurisdiction over the Selling Stockholder or any of its
          properties, assets or operations or (C) to the knowledge of such
          counsel, any indenture, mortgage, loan or credit agreement, note,
          lease, permit, license or other agreement or instrument to which the
          Selling Stockholder is a party or by which the Selling Stockholder is
          bound or to which any of the properties, assets or operations of the
          Selling Stockholder is subject, except, in each case, for such
          breaches, violations, defaults, liens, charges and encumbrances which
          could not, individually or in the aggregate, have a material adverse
          effect on the ability of the Selling Stockholder to consummate the
          transactions contemplated by this Agreement or perform the Selling
          Stockholder's obligations hereunder or consummate the transactions
          described in the Prospectus under the caption "The Transactions" (it
          being understood that, in the case of clause (B) above, such counsel
          need express no opinion as to the matters described in Section
          6(g)(iii), as to which Dow, Lohnes & Albertson is providing an opinion
          to the Underwriters, or Section 6(h)(iii), as to which Fraser & Beatty
          is providing an opinion to the Underwriters).

                                      -24-
<PAGE>
 
          (g)  The Representatives shall have received from Dow, Lohnes &
     Albertson, special United States regulatory counsel to the Company, such
     opinion or opinions, dated as of such Closing Date, to the effect that:

               (i)  The statements contained in the Prospectus under the
          captions "Risk Factors -- Substantial Dependence on Student Financial
          Aid; Potential Adverse Effects of Regulation; -- Potential Loss of
          Student Financial Aid Due to Failure to Meet Financial Responsibility
          Standards; -- Potential Loss of Student Financial Aid Due to High
          Student Loan Default Rates; -- Potential Adverse Regulatory
          Consequences of a Change of Ownership or Control; -- Potential Loss of
          Student Financial Aid Due to Failure to Maintain State Licenses or
          Authorizations; and -- Potential Loss of Student Financial Aid Due to
          Failure to Maintain Accreditations" and "Financial Aid and Regulation"
          to the extent related to educational regulatory matters other than
          Canadian educational regulatory matters (collectively, "U.S.
          Regulatory Matters"), insofar as such statements constitute a summary
          of legal matters, documents or proceeding with respect to the
          operation of post-secondary educational institutions and the offering
          of programs of post-secondary education in the United States of
          America, are accurate in all material respects;

               (ii)  No consent, approval, authorization, order, registration or
          qualification of, or filing with, any governmental or regulatory
          agency or body under the HEA or any similar state statute governing
          the authorization to operate post-secondary educational institutions
          is required for the consummation by the Company of the transactions
          contemplated by this Agreement or described in the Prospectus under
          the caption "The Transactions;"

               (iii)  The execution, delivery and performance by the Company of
          this Agreement and the agreements, documents or instruments entered
          into by the Company in connection with the transactions described in
          the Prospectus under the caption "The Transactions" and the
          consummation by the Company of the transactions contemplated herein or
          described in the Prospectus under the caption "The Transactions" do
          not result in a breach or violation of (A) Title IV of the HEA; (B)
          any rule, regulation or requirement of the U.S. Department of
          Education promulgated under Title IV of the HEA; or (C) any similar
          state statute, except for any such violations that, individually or in
          the aggregate, would not have, or reasonably be likely to have, a
          Material Adverse Effect;

               (iv)  The issuance and sale of the Offered Securities and the
          consummation of the other transactions contemplated by this Agreement
          or described in the Prospectus under the caption "The Transactions"
          will not constitute a change of ownership resulting in a "change of
          control" as defined in the HEA; and

                                      -25-
<PAGE>
 
               (v)  To the knowledge of such counsel, except as disclosed in the
          Prospectus, the Company and its subsidiaries have all necessary
          Licenses required for the Company and such subsidiaries to participate
          in the Title IV Programs as described in the Registration Statements
          and the Prospectus, except failures to possess any such Licenses that,
          individually or in the aggregate, would not have, or reasonably be
          likely to have, a Material Adverse Effect.

               Such counsel shall also state that they have participated in the
          preparation of those portions of the Registration Statements and the
          Prospectus relating to U.S. Regulatory Matters and have no reason to
          believe that the information relating to U.S. Regulatory Matters
          contained in any Registration Statement or any amendment thereto, as
          of its effective date or as of such Closing Date, contained any untrue
          statement of a material fact or omitted to state any material fact
          required to be stated therein or necessary to make the statements
          therein not misleading, or that any such information contained in the
          Prospectus or any amendment or supplement thereto, as of its issue
          date or as of such Closing Date, contained any untrue statement of a
          material fact or omitted to state a material fact required to be
          stated therein or necessary in order to make the statements therein,
          in the light of the circumstances under which they were made, not
          misleading.

          (h)  The Representatives shall have received an opinion, dated such
     Closing Date, of Fraser & Beatty, special Canadian regulatory counsel for
     the Company, to the effect that:

               (i)  The statements contained in the Prospectus under the
          captions "Risk Factors -- Dependence on Canadian Financial Aid;
          Potential Adverse Effects of Canadian Regulation" and "Financial Aid
          and Regulation -- Canadian Regulation" and other references in the
          Prospectus, in each case, only to the extent related to Ontario and
          Quebec educational regulatory matters and the federal laws of Canada
          applicable thereto (collectively, "Canadian Regulatory Matters"),
          insofar as such statements constitute a summary of legal matters,
          documents or proceedings, are accurate in all material respects;

               (ii)  No consent, approval, authorization, order, registration or
          qualification of, or filing with, any governmental or regulatory
          agency or body under any statute, rule, regulation or requirement
          related to Canadian Regulatory Matters ("Canadian Educational Laws")
          is required for the consummation by the Company of the transactions
          contemplated by this Agreement or described in the Prospectus under
          the caption "The Transactions;" and

               (iii)  The execution, delivery and performance by the Company of
          this Agreement and the agreements, documents or instruments entered
          into by the Company in connection with the transactions described in
          the Prospectus under the

                                      -26-
<PAGE>
 
          caption "The Transactions" and the consummation by the Company of the
          transactions contemplated herein and described in the Prospectus under
          the caption "The Transactions" do not result in a breach or violation
          of any Canadian Educational Law.

               Such counsel shall also state that they have participated in the
          preparation of those portions of the Registration Statements and the
          Prospectus relating to Canadian Regulatory Matters but (a) have not
          conducted any special or independent investigation or due diligence to
          determine the existence or absence of any facts or circumstances
          relating to the Company, except in requesting and reviewing certain
          documents relating to the Company's two schools in Ontario and one
          school in Quebec, and no inference as to such counsel's knowledge of
          the existence of such facts or circumstances should be drawn merely
          from such counsel's representation of the Company; (b) have not
          participated in any due diligence sessions or drafting meetings
          relating to the Registration Statements or Prospectus; (c) have
          received instructions from, and communicated exclusively through, Dow,
          Lohnes & Albertson, special United States regulatory counsel to the
          Company; and (d) have acted as special Canadian regulatory counsel for
          the Company in respect of Canadian Regulatory Matters only; and,
          subject to the foregoing qualifications, such counsel have no reason
          to believe that the information relating to Canadian Regulatory
          Matters contained in any Registration Statement or any amendment
          thereto, as of its effective date or as of such Closing Date,
          contained any untrue statement of a material fact or omitted to state
          any material fact required to be stated therein or necessary to make
          the statements therein not misleading, or that any such information
          relating to Canadian Regulatory Matters contained in the Prospectus or
          any amendment or supplement thereto, as of its issue date or as of
          such Closing Date, contained any untrue statement of a material fact
          or omitted to state a material fact required to be stated therein or
          necessary in order to make the statements therein, in the light of the
          circumstances under which they were made, not misleading.

     In rendering such opinion, such counsel may rely as to matters governed by
the laws of jurisdictions other than the laws of jurisdictions in which such
counsel is admitted to practice and the federal laws of the United States of
America upon the opinions of counsel reasonably satisfactory to the
Representatives and counsel for the Underwriters.

          (i)  The Company shall have delivered to the Representatives
     agreements of certain officers, directors and stockholders (other than the
     Selling Stockholder) of the Company specified by the Representatives to the
     effect that, for a period of 180 days after the date of the initial public
     offering of the Offered Securities, such officers, directors and
     stockholders will not offer, sell, contract to sell, pledge or otherwise
     dispose of, directly or indirectly, any additional shares of Securities or
     securities convertible into or exchangeable

                                      -27-
<PAGE>
 
     or exercisable for any shares of Securities, or publicly disclose the
     intention to make any such offer, sale, pledge or disposition, without the
     prior written consent of CSFBC.

          (j)  The Representatives shall have received from Sidley & Austin,
     counsel for the Underwriters, such opinion or opinions, dated such Closing
     Date, with respect to the incorporation of the Company, the validity of the
     Offered Securities delivered on such Closing Date, the Registration
     Statements, the Prospectus and other related matters as the Representatives
     may require, and the Selling Stockholder and the Company shall have
     furnished to such counsel such documents as they reasonably request for the
     purpose of enabling them to pass upon such matters.

          (k)  The Representatives shall have received a certificate of the
     Company, dated such Closing Date, executed on behalf of the Company by the
     President or any Vice President and a principal financial or accounting
     officer of the Company after their reasonable investigation, to the effect
     that: the representations and warranties of the Company in this Agreement
     are true and correct; the Company has complied with all agreements and
     satisfied all conditions on its part to be performed or satisfied hereunder
     at or prior to such Closing Date; no stop order suspending the
     effectiveness of any Registration Statement has been issued and no
     proceedings for that purpose have been instituted or are, to the knowledge
     of such officers, threatened by the Commission; the Additional Registration
     Statement (if any) satisfying the requirements of subparagraphs (1) and (3)
     of Rule 462(b) was filed pursuant to Rule 462(b), including payment of the
     applicable filing fee in accordance with Rule 111(a) or (b) under the Act,
     prior to the time the Prospectus was printed and distributed to any
     Underwriter; and, subsequent to the date of the most recent financial
     statements in the Prospectus, there has been no material adverse change,
     nor any development or event involving a prospective material adverse
     change, in the condition (financial or other), business, properties or
     results of operations of the Company and its subsidiaries taken as a whole,
     except as set forth in or contemplated by the Prospectus or as described in
     such certificate.

          (l)  On any such Closing Date that is also an Optional Closing Date,
     if any, the Representatives shall have received a certificate, dated such
     Closing Date, of the Selling Stockholder, which shall be executed on behalf
     of the Selling Stockholder by a senior executive officer of the Selling
     Stockholder, after reasonable investigation, to the effect that: the
     representations and warranties of the Selling Stockholder in this Agreement
     are true and correct and the Selling Stockholder has complied with all
     agreements and satisfied all conditions on its part to be performed or
     satisfied hereunder at or prior to such Closing Date.

          (m)  The Representatives shall have received a letter, dated such
     Closing Date, of Arthur Andersen LLP, which meets the requirements of
     subsection (a) of this Section, and from each of the accounting firms
     described in subsection (b) of this Section, which meets the requirements
     of such subsection, except, in each case, that the specified date referred

                                      -28-
<PAGE>
 
     to in such subsections will be a date not more than three business days
     prior to such Closing Date for the purposes of this subsection.

          (n) The Representatives shall have received such other opinions,
     certificates, letters and other documents from or on behalf of the Company
     or the Selling Stockholder as the Representatives shall reasonably request.

     The Selling Stockholder and the Company will furnish the Representatives
with such conformed copies of such opinions, certificates, letters and documents
as the Representatives reasonably request.  CSFBC may in its sole discretion
waive on behalf of the Underwriters compliance with any conditions to the
obligations of the Underwriters hereunder, whether in respect of an Optional
Closing Date or otherwise.

     7.  Indemnification and Contribution.  (a)  The Company will indemnify and
hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement, the Prospectus, or any amendment or supplement
thereto, or any related preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement in or omission or alleged
omission from any of such documents in reliance upon and in conformity with
written information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed
that the only such information furnished by any Underwriter consists of the
information described as such in subsection (c) below; and provided, further,
however, that the foregoing indemnity with respect to any preliminary prospectus
shall not inure to the benefit of any Underwriter (or to the benefit of any
person controlling such Underwriter) from whom the person asserting any such
losses, claims, damages or liabilities purchased the Offered Securities if a
copy of the Prospectus was not sent or given to such person at or prior to the
written confirmation of the sale of such Offered Securities to such person if
required by the Act and the Prospectus would have cured the defect giving rise
to such loss, claim, damage or liability.

     (b) The Selling Stockholder will indemnify and hold harmless each
Underwriter against any losses, claims, damages or liabilities, joint or
several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any Registration Statement,
the Prospectus, or any

                                      -29-
<PAGE>
 
amendment or supplement thereto, or any related preliminary prospectus, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement was made in reliance upon and
in conformity with written information furnished to the Company or its
representatives by or on behalf of the Selling Stockholder specifically for use
therein, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the liability of the Selling Stockholder
pursuant to this Section 7(b) is limited to the proceeds received (less
underwriting discounts and commissions) by the Selling Stockholder, if any, from
the sale of the Optional Securities; and provided, further, however, that the
foregoing indemnity with respect to any preliminary prospectus shall not inure
to the benefit of any Underwriter (or to the benefit of any person controlling
such Underwriter) from whom the person asserting any such losses, claims,
damages or liabilities purchased the Offered Securities if a copy of the
Prospectus was not sent or given to such person at or prior to the written
confirmation of the sale of such Offered Securities to such person if required
by the Act and the Prospectus would have cured the defect giving rise to such
loss, claim, damage or liability.

     (c) Each Underwriter will severally and not jointly indemnify and hold
harmless the Company and the Selling Stockholder against any losses, claims,
damages or liabilities to which the Company or the Selling Stockholder may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any Registration Statement, the Prospectus, or any amendment or
supplement thereto, or any related preliminary prospectus, or arise out of or
are based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with written information furnished to
the Company by such Underwriter through the Representatives specifically for use
therein, and will reimburse any legal or other expenses reasonably incurred by
the Company and the Selling Stockholder in connection with investigating or
defending any such loss, claim, damage, liability or action as such expenses are
incurred, it being understood and agreed that the only such information
furnished by any Underwriter consists of the following information in the
Prospectus furnished on behalf of each Underwriter: the last paragraph at the
bottom of the cover page concerning the terms of the offering by the
Underwriters, the legend responsive to Regulation M under the Act on the inside
front cover page, the list under the caption "Underwriting" setting forth the
names of the Underwriters and the number of Offered Securities to be purchased
by each Underwriter, the concession and reallowance figures appearing in the
fourth paragraph under the caption "Underwriting," and the information regarding
sales to discretionary accounts and/or passive market making and other
transactions contained in the sixth and eleventh paragraphs under the caption
"Underwriting."

                                      -30-
<PAGE>
 
     (d) Promptly after receipt by an indemnified party under this Section of
notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against an indemnifying party under
subsection (a), (b) or (c) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a), (b) or (c) above.  In case any such action
is brought against any indemnified party and it notifies an indemnifying party
of the commencement thereof, the indemnifying party will be entitled to
participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of such indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section for any legal or
other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation. No
indemnifying party shall, without the prior written consent of the relevant
indemnified party, effect any settlement of any pending or threatened action in
respect of which indemnified party is or could have been a party and indemnity
could have been sought hereunder by such indemnified party unless such
settlement includes an unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such action.

     (e) If the indemnification provided for in this Section is unavailable or
insufficient to hold harmless an indemnified party under subsection (a), (b) or
(c) above, then each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of the losses, claims, damages or
liabilities referred to in subsection (a), (b) or (c) above (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Selling Stockholder on the one hand and the Underwriters on the
other from the offering of the Securities or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Selling Stockholder on
the one hand and the Underwriters on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities as
well as any other relevant equitable considerations. The relative benefits
received by the Company and the Selling Stockholder on the one hand and the
Underwriters on the other shall be deemed to be in the same proportion as the
total net proceeds from the offering of the Securities (before deducting
expenses) received by the Company and the Selling Stockholder bear to the total
underwriting discounts and commissions received by the Underwriters. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Company, the Selling Stockholder or the Underwriters and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in the first
sentence of this subsection (e) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any action or

                                      -31-
<PAGE>
 
claim which is the subject of this subsection (e). Notwithstanding the 
provisions of this subsection (e), no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which
the Securities underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission, and the Selling Stockholder shall not
be required to contribute any amount in excess of the amount by which the
proceeds received (less underwriting discounts and commissions) by the Selling
Stockholder, if any, from the sale of the Optional Securities exceeds the amount
of any damages which the Selling Stockholder has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations in this subsection (e) to contribute are several in proportion to
their respective underwriting obligations and not joint.

     (f) The obligations of the Company and the Selling Stockholder under this
Section shall be in addition to any liability which the Company and the Selling
Stockholder may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within the
meaning of the Act; and the obligations of the Underwriters under this Section
shall be in addition to any liability which the respective Underwriters may
otherwise have and shall extend, upon the same terms and conditions, to each
director of the Company, to each officer of the Company who has signed a
Registration Statement and to each person, if any, who controls the Company
within the meaning of the Act.

     8.  Default of Underwriters.  If any Underwriter or Underwriters default in
their obligations to purchase Offered Securities hereunder on either the First
or any Optional Closing Date and the aggregate number of shares of Offered
Securities that such defaulting Underwriter or Underwriters agreed but failed to
purchase does not exceed 10% of the total number of shares of Offered Securities
that the Underwriters are obligated to purchase on such Closing Date, CSFBC may
make arrangements satisfactory to the Company and the Selling Stockholder for
the purchase of such Offered Securities by other persons, including any of the
Underwriters, but if no such arrangements are made by such Closing Date, the
non-defaulting Underwriters shall be obligated severally, in proportion to their
respective commitments hereunder, to purchase the Offered Securities that such
defaulting Underwriters agreed but failed to purchase on such Closing Date. If
any Underwriter or Underwriters so default and the aggregate number of shares of
Offered Securities with respect to which such default or defaults occur exceeds
10% of the total number of shares of Offered Securities that the Underwriters
are obligated to purchase on such Closing Date and arrangements satisfactory to
CSFBC, the Company and the Selling Stockholder for the purchase of such Offered
Securities by other persons are not made within 36 hours after such default,
this Agreement will terminate without liability on the part of any non-
defaulting Underwriter, the Company or the Selling Stockholder, except as
provided in Section 9 (provided that if such default occurs with respect to
Optional Securities after the First Closing Date, this Agreement will not
terminate as to the Firm Securities or any Optional

                                      -32-
<PAGE>
 
Securities purchased prior to such termination). As used in this Agreement, the
term "Underwriter" includes any person substituted for an Underwriter under this
Section. Nothing herein will relieve a defaulting Underwriter from liability for
its default.

     9.  Survival of Certain Representations and Obligations.  The respective
indemnities, agreements, representations, warranties and other statements of the
Selling Stockholder or their officers (if applicable), of the Company or its
officers and of the several Underwriters set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation,
or statement as to the results thereof, made by or on behalf of any Underwriter,
the Selling Stockholder, the Company or any of their respective representatives,
officers or directors or any controlling person, and will survive delivery of
and payment for the Offered Securities. If this Agreement is terminated pursuant
to Section 8 or if for any reason the purchase of the Offered Securities by the
Underwriters is not consummated, the Company and the Selling Stockholder shall
remain responsible for the expenses to be paid or reimbursed by them pursuant to
Section 5 and the respective obligations of the Company, the Selling Stockholder
and the Underwriters pursuant to Section 7 shall remain in effect, and if any
Offered Securities have been purchased hereunder the representations and
warranties in Section 2 and all obligations under Section 5 shall also remain in
effect. If the purchase of the Offered Securities by the Underwriters is not
consummated for any reason other than solely because of the termination of this
Agreement pursuant to Section 8 or the occurrence of any event specified in
clause (ii), (iii) or (iv) of Section 6(d), the Company and the Selling
Stockholder will, jointly and severally, reimburse the Underwriters for all out-
of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Securities.

     10.  Notices. All communications hereunder will be in writing and, if sent
to the Underwriters, will be mailed or delivered to the Representatives, c/o
Credit Suisse First Boston Corporation, Eleven Madison Avenue, New York, N.Y.
10010-3629, Attention:  Investment Banking Department - Transactions Advisory
Group, or, if sent to the Company, will be mailed or delivered to it at 2800
West Higgins Road, Suite 790, Hoffman Estates, Illinois 60195, Attention: Chief
Financial Officer, or, if sent to the Selling Stockholder, will be mailed or
delivered to the addresses set forth in Schedule A hereto; provided, however,
that any notice to an Underwriter pursuant to Section 7 will be mailed or
delivered, telegraphed and confirmed to such Underwriter.

     11.  Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective personal representatives and
successors and the officers and directors and controlling persons referred to in
Section 7, and no other person will have any right or obligation hereunder.

     12.  Representation.  The Representatives will act for the several
Underwriters in connection with the transactions contemplated by this Agreement,
and any action under this Agreement taken by the Representatives jointly or by
CSFBC will be binding upon all the Underwriters.

                                      -33-
<PAGE>
 
     13.  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

     14.  Applicable Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to principles
of conflict of laws.

     The Company hereby submits to the non-exclusive jurisdiction of the Federal
and state courts in the Borough of Manhattan in The City of New York in any suit
or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.

                                      -34-
<PAGE>
 
     If the foregoing is in accordance with the Representatives' understanding
of our agreement, kindly sign and return to the Company one of the counterparts
hereof, whereupon it will become a binding agreement among the Selling
Stockholder, the Company and the several Underwriters in accordance with its
terms.

                              Very truly yours,

                              CAREER EDUCATION CORPORATION


                              By...............................

 
                              THE PROVIDENT BANK



                              By...............................



 

     The foregoing Underwriting Agreement is hereby confirmed and accepted as of
the date first above written.

     CREDIT SUISSE FIRST BOSTON CORPORATION
     SMITH BARNEY INC.

          Acting on behalf of themselves and as the Representatives of the
          several Underwriters.

                         By  CREDIT SUISSE FIRST BOSTON CORPORATION


                         By..............................

                                      -35-
<PAGE>
 
                                   SCHEDULE A

<TABLE> 
<CAPTION> 
                                           Number of Optional
          Selling Stockholder            Securities to be Sold
          -------------------            ---------------------
          <S>                            <C> 
          The Provident Bank                     26,262
          [Address]
          [City, State Zip]
</TABLE> 

                                      A-1
<PAGE>
 
                                   SCHEDULE B

<TABLE> 
<CAPTION> 
                                                   Number of Firm
          Underwriter                        Securities to be Purchased
          -----------                        --------------------------
<S>                                          <C> 

Credit Suisse First Boston Corporation

Smith Barney Inc.




                                                     -------------
                                    TOTAL            2,850,000
                                                     =============
</TABLE> 

                                      B-1
