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1.
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prepare,
execute in the undersigned’s name on the undersigned’s behalf, and submit
to the United States Securities and Exchange Commission a Form ID,
including amendments thereto, and any other documents necessary or
appropriate to obtain codes, passwords, and passphrases enabling
the
undersigned to make electronic filings with the SEC of reports required
by
Section 16(a) of the Securities Exchange Act of 1934, as amended,
or any
rule or regulation of the SEC;
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2.
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execute
for an on behalf of the undersigned, in the undersigned’s capacity as an
officer and/or director of Career Education Corporation (“CEC”), Forms 4
and 5 in accordance with Section 16(a) of the Securities Exchange
Act of
1934, as amended, and the rules
thereunder;
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3.
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do
and perform any and all acts for and on behalf of the undersigned
which
may be necessary or desirable to complete and execute any such Form
4 or
5, complete and execute any amendment or amendments thereto, and
file such
form with the United States Securities and Exchange Commission and
any
stock exchange or similar authority;
and
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4.
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take
any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit
to, in
the best interest of, or legally required by, the undersigned, it
being
understood that the documents executed by such attorney-in-fact on
behalf
of the undersigned pursuant to this Power of Attorney shall be in
such
form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact’s
discretion.
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This
Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 4 and 5 with respect
to the
undersigned’s holdings of, and transactions in, CEC securities, unless
earlier revoked by the undersigned in a signed writing delivered
to the
foregoing attorneys-in-fact.
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IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be
executed as of this 3rd day of March,
2008.
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/s/
George K. Grayeb
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