EXHIBIT 10.3


August 9, 2005


Dennis J. Keller
1155 35th Street
Oak Brook, IL  60523

Dear Dennis:

Reference is made to the 2002 Employment Agreement by and between you, DeVry
Inc., and DeVry University, Inc. dated as of July 1, 2002, as amended by the
November 2, 2004 letter agreement between you and DeVry Inc. (as so amended, the
"Keller Employment Agreement"). By the terms of this letter agreement (the "2005
Letter Agreement") you, DeVry Inc., and DeVry University, Inc. wish to amend
certain provisions of the Keller Employment Agreement, pursuant to Section 17 of
the Keller Employment Agreement.

Section  2 (b) of the Keller Employment Agreement is hereby amended to read as
         follows: During the Term of Employment, the Executive shall not be
         obligated to devote more than one-half of his business time, but shall
         devote his energy and skill, as may be reasonably necessary for the
         performance of his duties, responsibilities and obligations hereunder
         (except for vacation periods and reasonable periods of illness and
         during any period in which he has a physical or mental disability which
         renders him incapable, after reasonable accommodation, of performing
         his duties under this Agreement), consistent with past practices.

Notwithstanding anything in Section 5 (a) of the Keller Employment Agreement to
the contrary, it is agreed that your base salary, pursuant to the Keller
Employment Agreement, shall be at a rate of $323,044 per annum, effective the
date of this Agreement.

It is hereby agreed that Section 5 (b) of the Keller Employment Agreement is
deleted and shall have no further force or effect.

It is hereby further agreed and acknowledged that the undersigned have received
notice from you of your decision not to continue the Term of Employment (as that
term is used and defined in the Keller Employment Agreement). You and we hereby
mutually further agree, pursuant to Section 3 (a) of the Keller Employment
Agreement, that the Term of Employment will be terminated on June 30, 2006.





August 9, 2005
Dennis J. Keller
Page Two


It is hereby further agreed that, for purposes of Section 4 (a) of the Keller
Employment Agreement, termination of the Term of Employment on June 30, 2006 as
described above shall not be deemed (i) termination for Cause or (ii) "a
resignation or retirement that is not a Qualified Resignation or Retirement" (as
those terms are used and defined in the Keller Employment Agreement). It is
hereby further agreed that nothing set forth in this 2005 Letter Agreement shall
constitute or be the basis for a "Constructive Dismissal," as that term is used
and defined in Sections 3 (d) and 4 (a) of the Keller Employment Agreement.

Except as expressly set forth above, the provisions of the Keller Employment
Agreement shall remain in effect, in accordance with its terms.

If the foregoing is acceptable to you, please so indicate by signing three
copies of this letter in the space indicated below.

Yours very truly,




DeVry Inc.                                           DeVry University, Inc.

By:                                         By:
   ---------------------                        ---------------------

By:                                         By:
   ---------------------                        ---------------------


The foregoing terms and conditions are accepted and agreed to.


---------------------------
Dennis J. Keller