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                                                                    Exhibit 10.7

                          CAREER EDUCATION CORPORATION

                       1998 EMPLOYEE STOCK PURCHASE PLAN
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                                  INTRODUCTION
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     The purpose of this Employee Stock Purchase Plan (the "Plan") is to benefit
Career Education Corporation (the "Corporation") (and its parent or
subsidiaries) by offering eligible employees a favorable opportunity to become
stockholders of the Corporation over a period of years, thereby giving them a
proprietary interest in the growth and prosperity of the Corporation and
encouraging the continuance of their dedicated services with the Corporation (or
its parent or subsidiaries).

     Pursuant to this Plan, 500,000 shares of authorized but unissued common
stock, $.01 par value ("Common Stock"), of the Corporation may be offered for
sale to eligible employees (as determined under Section 2 of this Plan) through
periodic offerings to be made during the ten-year period commencing April 1,
1998 (the "Effective Date"). The Plan will be implemented by making four (4)
offerings annually of the Common Stock (the "Offerings" and individually, an
"Offering"), beginning on the first day of each calendar quarter, each Offering
terminating on the last day of such quarter ("Offering Period"). The maximum
number of shares of Common Stock issued in each Offering shall be 25,000 shares.

     The Plan is intended to qualify as an Employee Stock Purchase Plan under
Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), and
the regulations promulgated thereunder.

     1.  Committee.  The Plan will be administered by a committee (the
"Committee") appointed by the Corporation's Board of Directors.  The Committee
shall consist of one or more members of the Board of Directors, none of whom
shall be eligible to participate in the Plan.  The Committee's interpretations
and decisions with regard thereto shall be final and conclusive.

     2.  Eligibility.  All employees of the Corporation (and its parent (if any)
and subsidiaries) on the date of any Offering (as hereinafter described) shall
be eligible to participate in the Plan, except that the following classes of
employees shall not be eligible:

     (a)  employees who are not employed by the Corporation (or its parent or
          one of its subsidiaries) as of the date one year prior to the first
          day of an Offering;

     (b)  employees whose customary employment is for not more than five (5)
          months in any calendar year;

     (c)  employees who would, immediately after the grant of an option under
          the Plan, own Corporation stock possessing 5% or more of the total
          combined voting

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          power or value of all classes of stock of the Corporation (or its
          parent or subsidiaries);

     (d)  employees whose customary employment with the Corporation is 20 hours
          or less per week; and

     (e)  members of the Committee.

     For purposes of subparagraph (a), above, a participating employee who
terminates his or her employment and is subsequently reemployed by the
Corporation (or its parent or one of its subsidiaries) within one year of the
termination date shall be eligible to participate in any Offering under this
Plan as of the first day of the Offering Period following the one year
anniversary of the date of such reemployment (as if the employee were a new
employee).  Additionally, in determining an employee's employment for purposes
of this Plan, such employee's employment with any business entity, the assets,
business, stock or product line of which is acquired by the Corporation (or its
parent or one of its subsidiaries) through purchase, merger or otherwise, will
be deemed to be employment with the Corporation.  For purposes of subparagraph
(c) of this Section 2, the rules of Section 424(d) of the Code shall apply in
determining the stock ownership of an employee, and stock which the employee may
purchase under outstanding options shall be treated as stock owned by the
employee.  For purposes of this Plan, a subsidiary of the Corporation shall mean
a "subsidiary corporation" as defined in Section 424(f) of the Code, and a
parent of the Corporation shall mean a "parent corporation" as defined in
section 424(e) of the Code.

     3.   Offerings.  The Corporation will make four (4) annual Offerings to
employees to purchase stock under this Plan.  Each Offering Period shall be
three (3) months in duration, during which the amounts of Base Compensation (as
defined below) directed pursuant to Section 4 by an employee (plus the amount of
any dividends received on any shares purchased by the employee under the Plan
while such shares are registered in the name of a custodian, if one is appointed
pursuant to Section 9 hereof) shall constitute the measure by which the
employee's participation in the Offering is based.  For all purposes of this
Plan, "Base Compensation" shall mean cash payments on account of the employee's
employment with the Corporation or its subsidiaries, and shall include regular
wage or salary payments only.  Overtime premium, shift pay for Saturday, Sunday
or holiday work, emergency call-in cash payments, bonuses, commissions and all
other non-regular compensation, if any, shall be excluded from Base Compensation
for both salaried and hourly employees.

     No employee may be granted an option which permits his rights to purchase
stock under this Plan, and any other stock purchase plan of the Corporation (and
its parent or subsidiaries), to accrue at a rate which exceeds $25,000 of the
fair market value of such stock (determined at the effective date of the
Offering) for each calendar year in which the Offering is outstanding at any
time.  For purposes of the preceding sentence, the rules set forth in Section
423(b)(8) of the Code shall apply.

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     4.   Participation.  Subject to the third sentence of Section 7, an
employee eligible on the effective date of any Offering may participate in such
Offering on any enrollment date by completing and forwarding a payroll deduction
authorization form to the Human Resources Department.  The form will authorize a
regular payroll deduction from the employee's direct, after-tax Base
Compensation, and must specify the date on which such deduction is to commence,
which shall be the first day of the next Offering Period and may not be
retroactive.  The form may also authorize the purchase of additional shares with
any dividends received on any shares purchased by the employee under this Plan
while such shares are registered in the name of a custodian, if one is appointed
pursuant to Section 9 hereof.

     5.   Payroll Deductions.  The Corporation will maintain payroll deduction
accounts for all participating employees.  With respect to any Offering made
under this Plan, an employee may authorize a payroll deduction in terms of whole
number percentages from a minimum of 1% up to a maximum of 10% of the gross,
pre-tax Base Compensation an employee receives during the Offering Period.
Notwithstanding the foregoing, in no event may more than $5,000 be deducted from
an employee's Base Compensation for each Offering Period.

     6.   Deduction Terminations.  An employee may, at any time, terminate the
employee's payroll deduction by filing a payroll deduction termination form.
The termination will not become effective sooner than the next pay period after
receipt of the form by the Human Resources Department.  Upon filing such payroll
deduction termination form, the employee shall also be deemed to have elected a
"withdrawal of funds" in accordance with Section 7, below.

     7.   Withdrawal of Funds.  An employee may at any time more than 15 days
prior to the end of an Offering Period, and for any reason, permanently draw out
the balance accumulated in the employee's account for the Offering Period for
which such payroll deduction form is effective and thereby withdraw from
participation in an Offering for the Offering Period.  Upon an election in
accordance with this Section 7, all payroll withdrawals for the Offering Period
shall be returned to the employee as soon as administratively practicable, and
such employee's option shall be automatically terminated.  An employee may
thereafter resume participation again only as of the first day of the next
Offering Period (and/or the first day of any Offering Period thereafter);
provided, however, that an employee who is an officer or director of the
Corporation may not thereafter resume participation in that Offering or
participate in a subsequent Offering until the first day of an Offering Period
which occurs at least six months after the date of such withdrawal.  Partial
withdrawals will not be permitted.

     8.   Purchase of Shares.  Each employee participating in any Offering under
this Plan will be granted an option, upon the effective date of such Offering,
for as many full or fractional shares of Common Stock as can be purchased by
such employee, which shall equal the sum of the following:

     (a)  the amount of payroll deduction elected by the employee up to 10% of
          such employee's gross, pre-tax Base Compensation received during the
          specified Offering Period, but not to exceed $5,000; and

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     (b)  the amount of any dividends received on any shares purchased by the
          employee under this Plan while such shares are registered in the name
          of a custodian appointed pursuant to Section 9 hereof, if any.

     9.   Purchase Price of Shares.  The purchase price for each share of Common
Stock purchased with funds allocated from payroll deductions in accordance with
Section 8(a) will be 85% of the fair market value (as defined in Section 11) of
the stock at the time the option is exercised.  The purchase price for each
share of Common Stock purchased with funds allocated from dividends received on
Common Stock held on behalf of the Participant under Section 8(b) of the Plan
will be 100% of the fair market value (as defined in Section 11) of the stock at
the time the option is exercised.  Such prices shall each hereinafter be
referred to as the "Subscription Price," as such definition shall apply in
context.  Each option shall be automatically exercised at the Subscription Price
at the end of the Offering Period.  The employee's account shall be charged for
the amount of the purchase price, and ownership of such share or shares shall be
appropriately entered in the books of the Corporation.  The Committee may
appoint a custodian to accept custody of such shares on behalf of each
participating employee.  Upon an employee's request, the employee shall be
issued a certificate for any or all of the shares held by the custodian on his
or her behalf by completing a form approved by the Committee.  If no such
custodian is appointed, employees will be issued a certificate for shares as
soon as practical after exercising an option.

     A participating employee may not purchase a share under any Offering beyond
60 months from the effective date thereof.  Any balance remaining in an
employee's payroll deduction account or dividend account, if any, at the end of
an Offering Period shall be returned to the employee.

     10.  Registration of Certification.  Any certificates issued to an employee
may be registered only in the name of the employee or, if the employee so
indicates on the employee's payroll deduction authorization form, in the
employee's name jointly with a member of the employee's family, with right of
survivorship.

     11.  Fair Market Value.  The "fair market value" for a share of Common
Stock for any day shall be the last sale price, regular way, or, in case no such
sale takes place on such day, the average of the closing bid and asked prices,
regular way, in either case as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the Nasdaq National Market or, if such Common Stock is not listed or
admitted to trading on the Nasdaq National Market, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange or market on which the Common Stock
is listed or admitted to trading or, if the Common Stock not then listed or
admitted to trading on any national securities exchange or market, the last
quoted sale price on such date or, if not so quoted, the average of the high bid
and low asked prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System or such other
system then in use or, if on any such date the Common Stock is not quoted by any
such organization, the average of the

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closing bid and asked prices as furnished by a professional market maker making
a market in such shares selected by the Committee.  If such prices are not
available on a given day, then the Committee may use the prices of the Common
Stock on the next preceding trading day for which such prices are available.

     12.  Rights as a Stockholder.  None of the rights or privileges of a
stockholder of the Corporation shall exist with respect to shares purchased
under this Plan unless and until a stock certificate with respect to such full
shares shall have been issued to the employee or the custodian, if any, on his
behalf.

     13.  Rights on Retirement, Death or Termination of Employment.  In the
event of a participating employee's retirement, death or termination of
employment (other than an authorized leave of absence), no payroll deduction
shall be taken from any pay due and owing to an employee at such time, and the
balance in the employee's account shall be paid to the employee or, in the event
of the employee's death, to the employee's estate, as soon as practicable
thereafter.  Such employee's option shall be automatically terminated.

     14.  Rights Not Transferable.  Rights under this Plan are not transferable
by a participating employee other than by will or the laws of descent and
distribution, and, during the employee's lifetime, said rights are exercisable
only by the employee.

     15.  Application of Funds.  All funds received or held by the Corporation
under this Plan may be used for any corporate purpose, and the Corporation shall
not be obligated to segregate any payroll deductions.  No interest shall be
allocated to the payroll deductions credited to an employee's account under the
Plan.

     16.  Adjustment in Case of Changes Affecting Career Education Corporation
Stock.  The number of shares subject to the Plan and to Offerings granted under
the Plan shall be adjusted as follows: (a) in the event that the outstanding
Common Stock is changed by any stock dividend, stock split or combination of
shares, the number of shares of Common Stock subject to the Plan and to
Offerings theretofore granted thereunder shall be proportionately adjusted; (b)
in the event of any merger or consolidation of the Corporation with any other
corporation or corporations, there shall be substituted for each share of Career
Education Corporation then subject to the Plan, whether or not at the time
subject to outstanding Offerings, the number and kind of shares of common stock
or other securities to which the holders of Common Stock will be entitled
pursuant to the transaction; and (c) in the event of any other relevant change
in the capitalization of the Corporation, the Committee shall provide for an
equitable adjustment in the number of shares of Common Stock subject to the
Plan, whether or not then subject to outstanding Offerings.  In the event of any
such adjustment, the Subscription Price(s) per share shall be appropriately
adjusted.

     17.  Amendment of the Plan.  The Committee may at any time, or from time to
time, amend this Plan in any respect, except that, without the approval of a
majority of the shares of stock of the Corporation then issued and outstanding
and entitled to vote, no amendment shall

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be made (i) increasing or decreasing the number of shares of Common Stock
approved for this Plan (other than as provided in Section 16 hereof) or (ii)
amending provisions governing which employees (or class of employees) are
eligible to receive options under the Plan.  Said stockholder approval must be
obtained within 12 months of the amendment's adoption by the Committee.

     18.  Termination of the Plan.  This Plan and all rights of employees under
any Offering pursuant to the Plan hereunder shall terminate:

     (a)  on the day that participating employees become entitled to purchase a
          number of shares of Common Stock equal to or greater than the number
          of shares remaining available for purchase.  If the number of shares
          so purchasable is greater than the shares remaining available, the
          available shares shall be allocated by the Committee on a pro rata
          basis of each participant's Base Compensation earned during the prior
          Offering Period or, if none, during the immediately prior fiscal year
          of the Corporation; or

     (b)  at any time, at the discretion of the Board of Directors.

     No Offering hereunder shall be made which shall extend beyond the ten (10)
year anniversary of the Effective Date.  Upon termination of this Plan, all
amounts in the accounts of participating employees shall be carried forward into
the employees' payroll deduction account under a successor employee stock
purchase plan, if any, or refunded as soon as practicable thereafter.

     19.  Governmental Regulations.  The Corporation's obligation to sell and
deliver Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of the Common Stock.

     Each option shall also be subject to the requirement that, if at any time
the Corporation determines, in its discretion, that the listing, registration or
qualification of the shares of Common Stock subject to the option upon any
securities exchange or under any state or federal law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the issue or purchase of shares thereunder,
the option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable by the Corporation.

     20.  Purchase of Shares.  Purchase of outstanding shares of Common Stock
may be made pursuant to and on behalf of this Plan, upon such terms of the
Corporation may approve, for delivery under this Plan.

     21.  Stockholder Approval.  No options shall be exercised or shares or
Common Stock issued hereunder before the Plan shall have been approved by the
stockholders of the

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Company.  Such approval must be obtained within 12 months before or after the
date the Plan is adopted, and shall comply with all applicable laws and the
requirements of Section 423 of the Code.

     22.  No Employment Rights.  The Plan does not provide any employment rights
to any employee, and it shall not be deemed to interfere in any way with the
right of the Corporation (and its parent or subsidiaries) to terminate, or
otherwise modify, an employee's employment at any time.

     23.  Applicable Law.  The Plan shall be governed by, and construed under,
the laws of the State of Illinois, without giving effect to its principles of
conflicts of law, except to the extent such laws are superseded by the laws of
the United States.

     24.  Additional Restrictions of Rule 16b-3.  The terms and conditions of
options granted hereunder to, and the purchase of shares by, persons subject to
Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"),
shall comply with the applicable provisions of Rule 16b-3.  This Plan shall be
deemed to contain, such options shall contain, and the shares issued upon
exercise thereof shall be subject to, such additional conditions and
restrictions as may be required by Rule 16b-3 to qualify for the maximum
exemption from Section 16 with respect to Plan transactions.

     25.  Plan Administration.  The Committee shall have full and exclusive
discretionary authority to construe, interpret and apply the terms of the Plan,
to determine eligibility and to adjudicate all disputed claims under the Plan.
All notices or other communications hereunder shall be deemed to have been duly
given when received in the form specified by the Committee at the location, or
by the person, designated by the Committee for the receipt thereof.

