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EXHIBIT 10.13


FIRST AMENDMENT TO THE
CAREER EDUCATION CORPORATION
1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN

        WHEREAS, Career Education Corporation (the "Corporation") has established and maintains the Career Education Corporation 1998 Non-Employee Directors' Compensation Plan (the "Plan"), effective as of January 28, 1998; and

        WHEREAS, the Corporation desires to amend the Plan to increase the "formula" to provide that each Participant (unless otherwise defined in this Amendment, defined terms used herein shall have the meaning ascribed to them in the Plan) who continues as a Director, in any year following the year of the initial grant of an Option to such Participant, shall be granted an option to purchase 24,000 shares of Common Stock on the date of each annual meeting of the Corporation's stockholders;

        NOW, THEREFORE, BE IT RESOLVED that, pursuant to the power and authority reserved to the Corporation by Section 6.1 of the Plan, and pursuant to the authority delegated to the Committee, the Plan be and hereby is amended, effective May 17, 2002, in the following manner:

        Section 5.2 is hereby deleted in its entirety and replaced with the following:

        Except as provided herein, the Plan shall remain in full force and effect.

        IN WITNESS WHEREOF, the Corporation has caused this amendment to be executed effective as of the 17th day of May, 2002.

    CAREER EDUCATION CORPORATION
         
         
    By:   /s/  JOHN M. LARSON      
John M. Larson
President and Chief Executive Officer



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FIRST AMENDMENT TO THE CAREER EDUCATION CORPORATION 1998 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN