S-8

As filed with the Securities and Exchange Commission on October 4, 2006

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

LAUREATE EDUCATION, INC.

(Exact name of registrant as specified in its charter)

Maryland	52-1492296
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or organization)
1001 Fleet Street
Baltimore, Maryland	21202
(Address of principal executive offices)	(Zip Code)

LAUREATE EDUCATION, INC. 2005 STOCK INCENTIVE PLAN

LAUREATE EDUCATION, INC. 401(K) RETIREMENT SAVINGS PLAN

NONQUALIFIED STOCK OPTION AGREEMENT WITH ROSEMARIE MECCA

(Full title of plan)

(Name, address and telephone
number of agent for service)	(Copy to:)
Douglas L. Becker	R.W. Smith, Jr., Esquire
Chairman and CEO	Linda M. Thomas, Esquire
Laureate Education, Inc.	DLA Piper US LLP
1001 Fleet Street	6225 Smith Avenue
Baltimore, Maryland 21202	Baltimore, Maryland 21209-3600
(410) 843-6100	(410) 580-3000

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)			Proposed Maximum Offering Price Per Unit			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
2005 Stock Incentive Plan Common Stock, $0.01 par value		4,000,000			$47.50	(2)		$190,000,000		$20,330
401(k) Retirement Savings Plan Common Stock, $0.01 par value, and participation interests in the Laureate Education, Inc. 401(k) Retirement Savings Plan(3)		500,000	(3)		$47.50	(2)		$23,750,000		$2,541.25
Nonqualified Stock Option Agreement Common Stock, $0.01 par value		85,000			$46.37	(4)		$3,941,450		421.74
Total		4,585,000						$217,691,450		$23,292.99

(1)This registration statement shall also cover any additional shares of common stock of the Registrant which may be offered or issued under the employee benefit plans being registered pursuant to this registration statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction, effected as required or permitted by such plans.

(2)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) on the basis of the average of the high and low prices of Laureate Education, Inc. Common Stock reported on the Nasdaq Global Select Market on September 28, 2006 (i.e., $47.50).

(3)In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 401(k) Retirement Savings Plan.

(4)Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) on the basis of the exercise price of $46.37.

EXPLANATORY NOTE

Laureate Education, Inc. (the “Registrant”) has prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register shares of the Registrant’s Common Stock, $0.01 par value per share, issuable under the Registrant’s 2005 Stock Incentive Plan, the Registrant’s 401(k) Retirement Savings Plan, and pursuant to that certain stock option agreement awarded on October 1, 2005, to Rosemarie Mecca as an inducement to her accepting employment with the Registrant.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information.

The Registrant will provide documents containing the information specified in Part 1 of Form S-8 to employees as specified by Rule 428(b)(1) under the Securities Act.  Pursuant to the instructions to Form S-8, the Registrant is not required to file these documents either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

Item 2.    Registrant Information and Employee Plan Annual Information.

Copies of documents incorporated by reference in Item 3 of Part II of this registration statement, and such other documents required to be delivered to employees pursuant to Rule 428(b) (Section 230.428(b)) may be obtained upon written or oral request without charge from the headquarters office of the Registrant, Laureate Education, Inc., Attn: Robert W. Zentz, Senior Vice President, Secretary and General Counsel, 1001 Fleet Street, Baltimore, Maryland 21202, (410) 843-6100.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The following documents which have been filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a)The Registrant’s Annual Report on Form 10-K and Amendment No. 1 to Form 10-K for the fiscal year ended December 31, 2005, filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), including information specifically incorporated by reference into the Registrant’s Annual Report from the Registrant’s Proxy Statement for its Annual Meeting of Stockholders held on June 28, 2006;

(b)The Registrant’s Annual Report on Form 11-K for the 401(k) Retirement Savings Plan’s fiscal year ended December 31, 2005, filed pursuant to Section 15(d) of the Exchange Act;

(c)All other reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the documents referred to in (a) and (b) above; and

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(d)Description of Common Stock of the Registrant contained or incorporated in the registration statements filed by the Registrant under the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part of this registration statement from the date of filing of such documents.

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

Ernst & Young LLP, independent registered public accounting firm, has audited the consolidated financial statements and schedule, included in Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2005, and management’s assessment of the effectiveness of internal controls over financial reporting as of December 31, 2005, as set forth in their report, which are incorporated by reference in this registration statement.  The Registrant’s financial statements and schedule are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

Item 6.    Indemnification of Directors and Officers.

Section 2-418 of the Maryland General Corporation Law permits indemnification of directors, officers, employees and agents of a corporation under certain conditions and subject to limitations.  Our bylaws include provisions to require us to indemnify our directors and officers to the fullest extent permitted by Section 2-418, including circumstances in which indemnification is otherwise discretionary.  Section 2-418 also empowers us to purchase and maintain insurance that protects our officers, directors, employees and agents against any liabilities incurred in connection with their service in such positions.  Accordingly, we have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.

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Item 7.    Exemption from Registration Claimed.

Not applicable.

Item 8.    Exhibits.

EXHIBIT NUMBER	DESCRIPTION
4.1	Articles of Amendment and Restatement of the Charter (incorporated by reference from Exhibits to the Registrant’s Registration Statement on Form S-1 (Registration No. 33-69558))
4.2	Amended and Restated By-Laws dated August 8, 2006 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 8, 2006)
5.1	Opinion of DLA Piper US LLP (filed herewith)
23.1	Consent of Counsel (contained in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP, Baltimore, Maryland, Independent Registered Public Accounting Firm (filed herewith)
23.3	Consent of Reznick Group, Baltimore, Maryland, Independent Registered Public Accounting Firm (filed herewith)
24.1	Power of Attorney (filed herewith)
99.1	Amendment No. 1 to the Laureate Education, Inc. 2005 Stock Incentive Plan (incorporated by reference from Exhibits to the Registrant’s DEF 14A Definitive Proxy Statement filed May 1, 2006)
99.2	Nonqualified Stock Option Agreement with Rosemarie Mecca (filed herewith)

Item 9.    Undertakings.

The undersigned Registrant hereby undertakes:

(1)          To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;

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(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Paragraphs (l)(i) and (l)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2)          That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)          To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on the 4th day of October, 2006.

LAUREATE EDUCATION, INC.
By:	/s/ Douglas L. Becker
	Douglas L. Becker
	Chairman of the Board and
	Chief Executive Officer

Laureate Education, Inc. 401(k) Retirement Savings Plan

The Registrant has the responsibility for the administration of the 401(k) plan.  Pursuant to the requirements of the Securities Act of 1933, as amended, the 401(k) plan has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Baltimore, State of Maryland, on this 4th day of October, 2006.

	Laureate Education, Inc. 401(k) Retirement Savings Plan
	By:	Laureate Education, Inc., Administrator
By:	/s/ Douglas L. Becker
	Douglas L. Becker
	Chairman of the Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Form S-8 registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Douglas L. Becker	Chairman and Chief Executive Officer	October 4, 2006
Douglas L. Becker	(Principal Executive Officer)
/s/ Rosemarie Mecca	Executive Vice President and Chief Financial Officer	October 4, 2006
Rosemarie Mecca	(Principal Accounting and Financial Officer)

A majority of the Board of Directors:

Isabel Aguilera, Douglas L. Becker, Wolf H. Hengst, R. Christopher Hoehn-Saric, James H. McGuire, John A. Miller, R. William Pollock, Richard W. Riley, David A. Wilson

/s/ Robert W. Zentz	As Attorney-in-Fact	October 4, 2006
Robert W. Zentz

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EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
4.1	Articles of Amendment and Restatement of the Charter (incorporated by reference from Exhibits to the Registrant’s Registration Statement on Form S-1 (Registration No. 33-69558))
4.2	Amended and Restated By-Laws dated August 8, 2006 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on August 8, 2006)
5.1	Opinion of DLA Piper US LLP (filed herewith)
23.1	Consent of Counsel (contained in Exhibit 5.1)
23.2	Consent of Ernst & Young LLP, Baltimore, Maryland, Independent Registered Public Accounting Firm (filed herewith)
23.3	Consent of Reznick Group, Baltimore, Maryland, Independent Registered Public Accounting Firm (filed herewith)
24.1	Power of Attorney (filed herewith)
99.1	Amendment No. 1 to the Laureate Education, Inc. 2005 Stock Incentive Plan (incorporated by reference from Exhibits to the Registrant’s DEF 14A Definitive Proxy Statement filed May 1, 2006)
99.2	Nonqualified Stock Option Agreement with Rosemarie Mecca (filed herewith)

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EX-5.1

EXHIBIT 5.1

[DLA PIPER US LLP LOGO]

The Marbury Building
6225 Smith Avenue
Baltimore, Maryland 21209-3600
www.dlapiper.com

PHONE	(410) 580-3000
FAX	(410) 580-3001

October 4, 2006

Laureate Education, Inc.
1001 Fleet Street
Baltimore, Maryland 21202

Ladies and Gentlemen:

We have acted as counsel to Laureate Education, Inc., a Maryland Corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”) registering under the Securities Act of 1933, as amended, (i) 4,000,000 shares of the Company’s common stock, $0.01 par value (“Common Stock”), which are issuable pursuant to the exercise of options and other awards granted under the Company’s 2005 Stock Incentive Plan, (ii) 500,000 shares of Common Stock which are issuable pursuant to the Company’s 
401(k) Retirement Savings Plan, and (iii) 85,000 shares of Common Stock issuable upon the exercise of that certain nonqualified stock option awarded to Rosemarie Mecca on October 1, 2005, as an inducement to her accepting employment with the Company (the shares of Common Stock referenced in clauses (i), (ii) and (iii) are hereinafter referred to as the “Shares” and the plans and stock option agreement so referenced are hereinafter referred to as the “Plans”).

In connection herewith, we have examined and relied without independent investigation as to matters of fact upon such certificates of public officials, such statements and certificates of officers of the Company and originals or copies certified to our satisfaction of the Registration Statement, the Plans, the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Company as now in effect and minutes of all pertinent meetings and actions of the Board of Directors of the Company and of the Compensation Committee of the Board of Directors of the Company.  In rendering this opinion, we have assumed the genuineness of all signatures on all documents examined by us, the due authority of the parties signing such documents, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and that the offer and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the Plans.  The Company has represented to us and we have also assumed that the Company has reserved from its duly authorized capital stock a sufficient number of shares of Common Stock as were approved by the Company’s stockholders for issuance under the Plans.  The Company has also covenanted and we have also assumed that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue the Shares in accordance with the Plans, the number of Shares which are then issuable and deliverable under the Plans.

We are members of the Bar of the State of Maryland, and we do not express any opinion herein concerning any law other than the Maryland General Corporation Law (including the statutory provisions, all applicable provisions of the Maryland Constitution and the reported judicial decisions interpreting the foregoing) and the federal law of the United States of America.  No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

This opinion speaks only at and as of its date and is based solely on the facts and circumstances known to us and as of such date.  In addition, in rendering this opinion, we assume no obligation to revise, update or supplement this opinion (i) should the present aforementioned laws of the State of Maryland or federal laws of the United States of America be changed by legislative action, judicial decision or otherwise, or (ii) to reflect any facts or circumstances which may hereafter come to our attention.

Based upon, subject to and limited by the foregoing, we are of the opinion and so advise you that the Shares have been duly authorized and, assuming the Company completes all actions and proceedings required on its part to be taken prior to the issuance and delivery of the Shares pursuant to the terms of the Plans, including, without limitation, collection of any required payment for the Shares, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ DLA Piper US LLP

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the caption “Interests of Named Experts and Counsel” in the Registration Statement (Form S-8) pertaining to the Laureate Education, Inc. 2005 Stock Incentive Plan, the Laureate Education, Inc. 401(k) Retirement Savings Plan, and to the Nonqualified Stock Option Agreement with Rosemarie Mecca and to the incorporation by reference of our reports dated March 10, 2006, with respect to the consolidated financial statements and schedule of Laureate Education, Inc., Laureate Education, Inc. management’s assessment of the effectiveness of internal control over financial reporting, and the effectiveness of internal control over financial reporting of Laureate Education, Inc. included in Amendment No. 1 to its Annual Report (Form 10-K) for the year ended December 31, 2005, filed with the Securities and Exchange Commission.

		/s/ ERNST & YOUNG LLP
Baltimore, Maryland
Date:	October 2, 2006

EX-23.3

EXHIBIT 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the registration statement (Form S-8) pertaining to the Laureate Education, Inc. 2005 Stock Incentive Plan, the Laureate Education, Inc. 401(k) Retirement Savings Plan, to the nonqualified stock option agreement with Rosemarie Mecca of our report dated June 20, 2006, with respect to the financial statements of the Laureate Education, Inc. 401(k) Retirement Savings Plan for the plan year ended December 31, 2005, which appears in Annual Report (Form 11-K) filed with the Securities and Exchange Commission.

		/s/ REZNICK GROUP
Baltimore, Maryland
Date:	October 2, 2006

EX-24.1

EXHIBIT 24.1

POWERS OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of Laureate Education, Inc., a Maryland corporation, constitute and appoint Douglas L. Becker and Robert W. Zentz, or either of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in either of them, to sign for the undersigned in their respective names as directors and officers of Laureate Education, Inc., its registration statement on Form S-8, and any amendment (including post-effective amendments) or supplement thereto, relating to the offer and sale of shares of common stock of the Corporation pursuant to the Laureate Education, Inc. 2005 Stock Incentive Plan, the Laureate Education, Inc. 401(k) Retirement Savings Plan, and that certain inducement grant of stock options awarded on October 1, 2005 to Rosemarie Mecca to be filed with the Securities and Exchange Commission under the Securities Act of 1933.  We hereby confirm all acts taken by such agents and attorneys-in-fact, or each of them, as herein authorized.

Signature	Title	Date
/s/ Douglas L. Becker	Director, Chairman of the Board and	September 29, 2006
Douglas L. Becker	Chief Executive Officer  (Principal Executive Officer)
/s/ Rosemarie Mecca	Executive Vice President and	September 29, 2006
Rosemarie Mecca	Chief Financial Officer (Principal Accounting and Financial Officer)
/s/ Isabel Aguilera	Director	September 29, 2006
Isabel Aguilera
/s/ R. Christopher Hoehn-Saric	Director	September 29, 2006
R. Christopher Hoehn-Saric
/s/ Wolf H. Hengst	Director	September 28, 2006
Wolf H. Hengst
/s/ James H. McGuire	Director	October 3, 2006
James H. McGuire
/s/ John A. Miller	Director	September 29, 2006
John A. Miller
/s/ R. William Pollock	Director	September 29, 2006
R. William Pollock
/s/ Richard W. Riley	Director	September 29, 2006
Richard W. Riley
/s/ David A. Wilson	Director	September 28, 2006
David A. Wilson

EX-99.2

Exhibit 99.2

NONQUALIFIED STOCK OPTION AGREEMENT

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR OTHER SECURITIES LAW.  SUCH SECURITIES MAY NOT BE OFFERED, REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, UNLESS THEY ARE REGISTERED AND QUALIFIED IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO LAUREATE EDUCATION, INC., SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER SUCH LAWS.

Award Summary

                           Optionee:  ROSEMARIE MECCA
                           No. of Options:  85,000
                           Exercise Price per Option Share:  $46.37

THIS NONQUALIFIED STOCK OPTION AGREEMENT (the “Agreement”), made this 29th day of September, 2006, evidences the award of 85,000 nonqualified stock options (each an “Option” or collectively the “Options”) that have been granted to you, ROSEMARIE MECCA (“Optionee”), effective as of October 1, 2005 (the “Grant Date”), in fulfillment of the obligations of Laureate Education, Inc., a Maryland corporation (“Laureate”), under Section 4.B. of that certain employment agreement entered into between the Optionee and Laureate on September 14, 2005 (the “Employment Agreement”) and subject to and conditioned upon the Optionee’s agreement to the terms described below.  Each Option entitles the Optionee to purchase one share of common stock, par value $0.01 per share, of Laureate (“Common Stock”) at $46.37 per share, the closing price reported on the NASDAQ Global Select Market on the date the Options were approved by Laureate.  An executed copy of this Agreement must be returned to Laureate within 30 days of the date hereof.  If not, the Options will be null and void.

WHEREAS, the Optionee is now in the employ of, or other service capacity with, Laureate or a subsidiary or Affiliate of Laureate (Laureate, together with all subsidiaries and Affiliates, called collectively the “Company”), and the Company desires to have the Optionee remain in such employ or capacity and to afford the Optionee the opportunity to acquire stockownership in the Company so that the Optionee may have a direct proprietary interest in the Company’s success; and

WHEREAS, in any such employment and capacity the Company agrees to provide Optionee with confidential and proprietary information and trade secrets in addition to that of which Optionee already has knowledge;

NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto hereby mutually covenant and agree as follows:

1.             Terminology

Capitalized terms used in this Agreement not otherwise defined herein shall have the meanings set forth below:

(a)“Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with, Laureate (including, but not limited to, joint ventures, limited liability companies, and partnerships).  For this purpose, “control” shall mean ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity.

(b)“Change in Control” means (i) the acquisition (other than from Laureate) in one or more transactions by any Person, as defined below, of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of (A) the then outstanding shares of the securities of Laureate, or (B) the combined voting power of the then outstanding securities of Laureate entitled to vote generally in the election of directors (the “Company Voting Stock”); (ii) the closing of a sale or other conveyance of all or substantially all of the assets of Laureate; or (iii) the effective time of any merger, share exchange, consolidation, or other business combination involving Laureate if immediately after such transaction persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Company Voting Stock.  For purposes of this definition, a “Person” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, other than employee benefit plans sponsored or maintained by Laureate and by entities controlled by Laureate.

(c)“Committee” means the Compensation Committee of the Board of Directors of Laureate.

(d)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(e)“Fair Market Value” means, with respect to a share of the Common Stock for any purpose on a particular date, the value determined by the Committee in good faith.  However, if the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and listed for trading on a national exchange or market, “Fair Market Value” means, as applicable, (i) either the closing price or the average of the high and low sale price on the relevant date, as determined in the Committee’s discretion, quoted on the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Select Market, or the NASDAQ Global Market; (ii) the last sale price on the relevant date quoted on the NASDAQ Capital Market; (iii) the average of the high bid and low asked prices on the relevant date quoted on the NASDAQ OTC Bulletin Board Service or by the National Quotation Bureau, Inc. or a comparable service as determined in the Committee’s discretion; or (iv) if the Common Stock is not quoted by any of the above, the average of the closing bid and asked prices on the relevant date furnished by a professional market maker for the Common Stock, or by such other source, selected by the Committee.  If no public trading of the Common Stock occurs on the relevant date but the shares are so listed, then Fair Market Value shall be determined as of the next preceding date on which trading of the Common Stock does occur.  For all purposes under this Agreement, the term “relevant date” as used in this definition of Fair Market Value means either the date as of which Fair Market Value is to be determined or the

next preceding date on which public trading of the Common Stock occurs, as determined in the Committee’s discretion.

(f)“Securities Act” means the Securities Act of 1933, as amended.

(g)“Service” means the Optionee’s employment or other bona fide service relationship with the Company.

2.             Optionee’s Agreement

(a)In consideration of the Options granted to Optionee pursuant to this Agreement, Optionee agrees and covenants that, except as specifically authorized by the Company or this Agreement, during the term of her employment and for a period of two (2) years after Optionee’s employment with the Company is terminated, by the Optionee or the Company, for any reason,

(i)            Optionee shall not, regardless of her physical location, directly or indirectly, in any capacity whatsoever, interfere with the business relationships of the Company or compete or assist in competition with the Company

(a)          in any country in the world in which the Company itself, or through its franchisees or licensees, does business, or in regard to which the Company had been engaged in planning to do business prior to Optionee’s termination of employment with the Company and

(b) in any of the lines of business in which the Company is engaged as of the date of this Agreement, or may enter after the date of this Agreement, and for which line or lines of business Optionee shall have in the course of her employment with the Company provided services or held duties or responsibilities.

Optionee acknowledges that examples of such lines of business include, but are not limited to:

!      management and expansion of campus-based post-secondary education;

!      acquisition and networking educational institutions and facilities;

!      planning, location and construction of satellite educational campuses;

!      providing distance education in vocational, academic and professional studies; and

!development or offering of learning products for the training or enhancement of skills of workers.

Optionee further acknowledges that currently the Company conducts campus-based business in the United States, Mexico, Chile, Brazil and numerous other countries throughout the world, is also engaged in the business of buying educational institutions from the pool of such institutions available for acquisition throughout the world, and provides distance-learning services throughout the world.

As used herein, competing includes providing management, sales, marketing, development, or financial assistance to any business effort that is aimed at offering products or services similar to those provided by the Company or at acquiring foreign

universities for operation.  This Agreement, however, does not prevent or limit the right of Optionee to own capital or other securities of any corporation, the securities of which are publicly owned or regularly traded in the over-the-counter market or on any securities exchange, provided that Optionee does not acquire beneficial ownership of more than one percent of the issuer’s outstanding securities of that class.

(ii)           Optionee shall not solicit, encourage or induce any franchisee, customer, supplier, vendor, or contractor of the Company, or any prospect being actively pursued by the Company, to terminate or adversely modify any business relationship with the Company, or not to proceed with, or not to enter into, any business relationship with the Company, nor shall Optionee otherwise interfere with any business relationship between the Company and any of its franchisees, customers, suppliers, vendors or contractors; and

(iii)          Optionee shall not, directly or indirectly, encourage or induce any employee of the Company to terminate his/her employment with the Company, employ any person employed by the Company, or otherwise interfere with or disrupt the Company’s relationship with other employees, nor shall Optionee in any manner, by the provision of information or otherwise, assist in any such effort by a third party.

(b)As additional consideration, both during and after the term of this Agreement, Optionee also shall preserve and protect the confidentiality of, and not disclose to any third party without the Company’s consent, nor shall she use for her own or any third party’s benefit, the Company’s proprietary or confidential information and trade secrets, and all their physical forms, whether disclosed to the Optionee before or after this Agreement is signed.  The Company’s confidential and/or proprietary information and/or trade secrets include, but are not limited to vendor and supplier information, pricing policies, price points, operational methods, marketing plans and strategies, budgets and projections, acquisition techniques, strategies, targets and planning, financial analysis and metrics, know-how, marketing information and techniques, construction methods and models, compilations of technical, financial, legal or other data, research and development, ideas, designs, drawings, customer or prospective customer names or contact information, human resource information and other information related to customers, prices, financial matters, staffing, accounting and management methods.  Such information does not include matter that is known or becomes known to the public without fault of the Optionee, except it shall include compilations of information drawn from public sources where the compilation is not known to the public and is of value because of the effort required for its assembly or where the public information is combined with confidential matter or subjected to confidential review, analysis or enhancement.  Optionee agrees that if she should have any question concerning the extent of this obligation, she shall clear in advance any prospective information disclosure with the Company’s general counsel.

(c)Optionee acknowledges that the foregoing covenants are supplemental to any such covenants by which she is already bound and that they do not replace such pre-existing obligations.  Further, Optionee agrees that the covenant not to compete in Section 2(a) above is ancillary to the agreement herein concerning confidential information and to other agreements between the parties.

(d) Optionee acknowledges and agrees that the foregoing covenants are reasonable and necessary for the protection of the Company’s valid business interests.  Optionee further acknowledges that a violation of any of the covenants will cause immediate and irreparable injury to the Company, for which injury there is no adequate remedy at law.

Optionee expressly agrees that in the event of the actual or threatened breach of such covenants by her, the Company, its successors and assigns shall be entitled to an immediate injunction by a court of competent jurisdiction preventing and restraining such breach.  Optionee acknowledges that the granting of such relief will not be unduly burdensome to her or deprive her of the means to earn a livelihood.  In the event the Optionee breaches any of the covenants in Section 2(a) above, the two-year period shall automatically toll from the date of the first breach, and all subsequent breaches, until the resolution of the breach through private settlement, judicial or other action, including all appeals.  The two-year period shall continue upon the effective date of any such settlement, judicial, or other resolution.

(e)It is specifically agreed that each of the covenants set forth above in Sections 2(a)(i), (ii) and (iii) and 2(b), and any portions thereof, are severable and if any of them is determined to be invalid or unenforceable for any reason, the remaining provisions and portions of this Section 2 shall be unaffected thereby and shall remain in full force to the fullest extent permitted by law.  If any of the covenants is held invalid or unenforceable by reason of length of time, area covered or activity covered, or any combination thereof, or for any other reasons, any court of competent jurisdiction shall adjust, reduce or otherwise reform any such covenant to the extent necessary to cure any invalidity and to protect the interests of the Company to the fullest extent of the law so that the area, time period and scope of activity restricted shall be the maximum area, time period and scope of activity the court deems valid and enforceable, and as reformed such covenant shall then be enforced.

(f) Optionee further agrees to advise the Company of any and all employment, directorships or other service relationships she undertakes for the two-year period after she terminates with the Company and to provide any prospective employer with advance notice of the covenants contained herein.  Optionee also recognizes the Company’s right to advise any prospective or actual employer of her concerning the obligations herein.  In any action for injunctive or other relief in which the Company enforces any of those obligations, the Company shall be entitled to recover from Optionee the costs, including reasonable attorneys’ fees, incurred by the Company in the action, in addition to any other relief awarded by the Court.  

3.             Grant of Options

Subject to the terms and conditions set forth herein, the Company hereby grants to Optionee, as of the Grant Date, Options to purchase shares of the Common Stock of Laureate.  The number of shares of Common Stock that may be purchased and the Exercise Price per share at which such shares may be purchased is specified above.

4.             Exercisability of Option

(a)Subject to the terms and conditions described in this Agreement, the Options become vested and exercisable in installments in accordance with the schedule below:

Number of Options	Date Vested and Exercisable
21,250	October 1, 2006
21,250	October 1, 2007
21,250	October 1, 2008
21,250	October 1, 2009

(b)To the extent not exercised, installments shall accumulate and be exercisable by the Optionee, in whole or in part, at any time on or before the Expiration Date or the earlier termination of the Options.

(c)If Service ceases on account of the Optionee’s death, vesting and exercisability shall be accelerated to the date of death in any Options which would have become vested and exercisable within the 12 months following the date of death.

(d)If Service ceases on account of the Optionee’s Retirement (as defined below), vesting and exercisability shall be accelerated to the date of Retirement in any Options which would have become vested and exercisable within the 12 months following the date of Retirement.  Retirement means any of the following:

Optionee’s age and service total 65, with a minimum of 7 years of service;

Optionee’s age and service total 75, with a minimum of 5 years of service;

Optionee has 15 years of service, regardless of age.

For purposes of the definition of “Retirement,” the terms “service” and “years of service” shall have the meanings ascribed thereto, and as determined, under Laureate’s 401(k) retirement savings plan, as amended from time to time or any successor plan.

(e)Upon the occurrence of a “change in control” as defined in Section 8 of the Employment Agreement, if the Optionee’s duties change or her reporting structure changes, as provided in Section 8 of the Employment Agreement, vesting and exercisability of the Options shall be accelerated so that the outstanding Options shall be fully vested and exercisable as of the date of, and immediately before, the closing of the “change in control” transaction.

(f)The Options may be exercised only in multiples of whole shares of Common Stock and may not be exercised at any one time as to fewer than one hundred (100) shares of Common Stock, unless the number of shares of Common Stock purchased at such time is the total number of shares of Common Stock in respect of which the Options are then exercisable.

(g)In no event shall the Options be exercisable for a fractional share.

5.             Method of Exercising Option and Payment of Exercise Price

(a)The Options, to the extent exercisable, may be exercised at any time (the “Exercise Date”) on or before the Expiration Date or the earlier termination of the Options, unless otherwise provided under applicable law.  The Options may be exercised by delivering to the Secretary of the Company or its delegate, from time to time, notice, in such manner and form as the Committee may require from time to time, specifying the number of shares of Common Stock to be purchased (the “Notice”), and either (i) cash, certified or cashier’s check, money order or other cash equivalent acceptable to the Committee, in its discretion, to the order of Laureate for an amount in United States dollars equal to the Exercise Price multiplied by the number of shares of Common Stock specified in the Notice (the “Total Exercise Price”), such payment to be delivered with the Notice, (ii) in the discretion of the Committee, tender (via actual delivery or attestation) to the

Company of shares of Common Stock with a Fair Market Value (determined as of the Exercise Date) equal to the Total Exercise Price, (iii) properly executed, irrevocable instructions, in such manner and form as the Committee may require from time to time, to effectuate a broker-assisted cashless exercise in accordance with Regulation T of the Board of Governors of the Federal Reserve System through a brokerage firm approved by the Committee, (iv) any other method delivering the Total Exercise Price as approved by the Committee, or (v) any combination of the foregoing.  An exercise will not be effective until the Secretary of the Company or his or her delegate receives all of the foregoing items.  The Committee may, in its discretion, place limitations on the extent to which shares of Common Stock may be tendered as payment upon exercise of the Options.

(b)In the event of payment of all or a portion of the Total Exercise Price in shares of Common Stock, the Total Exercise Price shall be delivered to the Secretary of the Company not later than the end of the first business day after the Exercise Date and shall be made by delivery of the necessary stock certificates, with executed stock powers attached and such other documents that the Secretary may reasonably request evidencing that the Optionee owns such shares free and clear of liens and other encumbrance and without restriction on transfer, or by attestation in such form as the Secretary may request.  If all or a portion of the Total Exercise Price is paid using shares of Common Stock, then the Notice shall state an acknowledgement that payment of the Total Exercise Price is the Optionee’s liability enforceable by the Company against the Optionee or the Optionee’s estate.

(c)As soon as practicable after the Exercise Date, Laureate shall, subject to the receipt of the Total Exercise Price and withholding tax, if any, issue the number of shares of Common Stock with respect to which such Options shall be so exercised, and shall deliver a certificate (or certificates) therefore, or deliver shares of Common Stock electronically or in certificate form to a designated broker, for the shares issued upon exercise of the Options.  Any share certificates delivered will, unless the shares of Common Stock are registered or an exemption from registration is available under applicable federal and state law, bear a legend restricting transferability of such shares of Common Stock.

6.             Expiration Date

The Options shall terminate and be of no force or effect after 5:00 p.m. Eastern Time on the last business day coincident with or prior to September 20, 2012, unless fully exercised or terminated earlier (the “Expiration Date”).

7.             Termination of Service

(a)Termination of Unexercisable Options  If the Optionee’s Service with the Company ceases for any reason, the Options that, after giving effect to the provisions of Section 4, are then unexercisable will terminate immediately upon such cessation.

(b)Exercise Period Following Termination of Service  If the Optionee’s Service with the Company ceases for any reason other than discharge for Cause, the Options that are then exercisable will terminate as follows:

(i)  Termination  If the Optionee’s Service ceases on account of (a) termination of Service by the Company other than discharge for Cause (as defined below) or (b)

voluntary termination of Service other than for Disability, Retirement or death, the Options shall terminate as of the ninetieth (90th) calendar day following the date of termination or, if earlier, upon the Expiration Date.  Provided however, that if all or any portion of the 90-day exercise period shall be a period during which the Optionee is prohibited from trading in the Common Stock, then such 90-day exercise period shall be extended by an amount of time equal to any such prohibited period, but in no event beyond the Expiration Date.

(ii)  Disability  If the Optionee’s Service ceases on account of Disability (as defined below) the Options shall terminate 12 months after the date of Disability or, if earlier, upon the Expiration Date.  Disability means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months.  The Committee may require such proof of total and permanent disability as the Committee in its sole discretion deems appropriate and the Committee’s good faith determination as to whether the Optionee is totally and permanently disabled shall be final and binding on all parties concerned.

(iii)  Retirement  If the Optionee’s Service ceases on account of the Optionee’s Retirement (as defined in Section 4), the Options shall terminate three years after the date of Retirement or, if earlier, upon the Expiration Date.

(iv)  Death  If the Optionee’s Service ceases on account of death or the Optionee’s death occurs during the period described in subsections (i), (ii) or (iii) of this Section 7(b), the Options shall terminate 12 months after the date of death or, if earlier, upon the Expiration Date.  In the event of death, the exercisable Options may be exercised by the Optionee’s executor, personal representative or the person(s) to whom the Options are transferred by will or the laws of descent and distribution.

(c)Discharge for Cause  Notwithstanding anything in this Agreement to the contrary, the Options will terminate in their entirety, regardless of whether the Options are then exercisable, immediately upon the Optionee’s discharge from Service for Cause.  Cause for discharge shall mean fraud, dishonesty, willful misconduct, gross negligence in the performance of duties or responsibilities, or failure to perform responsibilities in the best interests of the Company, each as determined in good faith by the Committee, which determination shall be conclusive.

(d)Change in Status  In the event that Optionee’s Service is with a business, trade or entity that, after the Grant Date, ceases for any reason to be part of Laureate or an Affiliate of Laureate, Service will be deemed to have terminated for purposes of this Section 7 upon such cessation if the Optionee’s Service does not continue uninterrupted immediately thereafter with Laureate or an Affiliate of Laureate.

(e)Determinations by the Committee  Any determination made by the Committee with respect to any matter referred to in this Section 7 shall be final and conclusive on all persons affected thereby.

8.Termination of Options/Clawback Payment

The Options are granted as consideration for, and contingent upon, the Optionee agreeing to abide by the restrictive covenants set forth in Section 2 of this Agreement (the “Restrictive

Covenants”).  The Optionee further recognizes and affirms that the Restrictive Covenants are material and important terms of this Agreement and it would be difficult to ascertain the damages arising from a violation of the Restrictive Covenants.  Accordingly, notwithstanding anything herein to the contrary, if the Committee or its delegate, in its sole discretion, determines that the Optionee has engaged in any activity that contravenes the Restrictive Covenants, the Optionee agrees that the following shall occur:

(a)The Options will terminate effective on the date on which such determination is made, regardless of whether the Options are vested in whole or in part, unless terminated sooner by operation of another provision of this Agreement; and

(b)With respect to all Common Stock acquired by the Optionee through the exercise of the Options (the “Option Shares”), the Optionee agrees that, within 10 days after receiving from the Company written notification that the Committee has determined, in good faith, that the Optionee has violated the Restrictive Covenants, the Optionee will pay to the Company, in United States dollars, for each Option Share, an amount (the “Option Gain”) equal to the excess, if any, of (i) the Fair Market Value of the Option Share on the respective exercise date upon which it was acquired, over (ii) the Exercise Price paid by the Optionee to acquire the Option Share.  The Option Gain payable will be determined without regard to any market price increase or decrease after the respective exercise date.  In the sole discretion of the Committee, the Optionee, in lieu of making such payment of the Option Gain with respect to an Option Share, may return the Option Share to the Company.  If the Committee permits such return of Option Shares, then as soon as practicable after receipt of a stock power, endorsed in blank, and such other documents that the Committee may reasonably request evidencing that the Optionee owns such Option Shares free and clear of liens and other encumbrance and without restriction on transfer, the Company shall pay to the Optionee, without interest, for each such Option Share returned, the lower of (x) the Exercise Price paid by the Optionee to acquire the Option Share or (y) the Fair Market Value of such Option Share on the date the stock power and all other documentary evidence requested has been received by the Company.

Nothing in this Section 8 will be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including injunctive relief or the recovery of any damages that it may additionally prove, and all remedies will be cumulative and not affirmative.

9.Coordination With Other Agreements

To the extent that the Optionee is a party to any agreement with the Company that contains covenants the same as or similar to those set forth in this Agreement (hereinafter referred to as the “Other Agreement”), the Optionee and the Company expressly agree that any remedy available to the Company under this Agreement is in addition to, and does not limit the enforceability of, any remedy available to the Company under such Other Agreement.

10.           Assignability

Except as otherwise provided herein, these Options are not transferable otherwise than by will or the laws of descent and distribution or to an entity, for estate planning purposes, which is directly controlled by the Optionee and are exercisable during the Optionee’s lifetime only by the Optionee or, during the period the Optionee is under a legal disability, by the Optionee’s guardian or legal representative.  No assignment or transfer of these Options, or of the rights represented

thereby, whether voluntary or involuntary, by operation of law or otherwise, except by will, the laws of descent and distribution or except as provided above, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon any attempt to assign or transfer these Options the same shall terminate and be of no force or effect.

11.           Non-Guarantee of Employment or Service Relationship

Nothing in this Agreement will alter the at-will or other employment status or other service relationship of the Optionee with the Company, nor be construed as a contract of employment or service relationship between the Optionee and the Company, or as a contractual right to continue in the employ of, or in a service relationship with, the Company for any period of time, or as a limitation of the right of the Company to discharge the Optionee at any time with or without Cause or notice and whether or not such discharge results in the failure of any of the Options to become exercisable or any other adverse effect on the Optionee’s interests under this Agreement.

12.           No Rights as a Stockholder

The Optionee shall not be deemed for any purpose to be a stockholder of Laureate with respect to the shares represented by these Options until these Options shall have been exercised, payment and issue have been made as herein provided and the Optionee’s name has been entered as a stockholder of record on the books of Laureate.

13.           The Company’s Rights

The existence of these Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

14.           Adjustments

(a)If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to the shares of Common Stock, or any merger, reorganization, consolidation, combination, spin-off or other similar corporate change, or any other change affecting the Common Stock, the Committee shall, in the manner and to the extent that it deems appropriate and equitable to the Optionee, cause an adjustment to be made in (i) the number and type of securities subject to the Options, (ii) the Exercise Price of the Options, (iii) the vesting schedule of the Options, and (iv) any other terms of the Options that are affected by the event.

(b)In the event of any transaction resulting in a Change in Control of Laureate, the outstanding Options will terminate upon the effective time of such Change in Control unless provision is made in connection with the transaction or in such other agreement between the Optionee and Laureate, for the continuation or assumption of such Options by, or for the substitution of the equivalent awards of, the surviving or successor entity or a parent thereof.  In the event of such termination, the Optionee will be permitted,

immediately before the Change in Control, to exercise or convert all portions of such Options that are then exercisable or which become exercisable upon or prior to the effective time of the Change in Control.

15.           Preemption by Applicable Laws or Regulations

Anything in this Agreement to the contrary notwithstanding, if, at any time specified herein for the issue of shares of Common Stock, any law, regulation or requirements of any governmental authority having appropriate jurisdiction shall require either the Company or the Optionee to take any action prior to or in connection with the shares of Common Stock then to be issued, sold or repurchased, the issue, sale or repurchase of such shares of Common Stock shall be deferred until such action shall have been taken.

16.           Resolution of Disputes

Any dispute or disagreement which shall arise under, or as a result of, or pursuant to, this Agreement shall be determined by the Committee in its absolute and uncontrolled discretion, and any such determination or any other determination by the Committee under or pursuant to this Agreement and any interpretation by the Committee of the terms of this Agreement, shall be final, binding and conclusive on all persons affected thereby.

17.Invalidity or Unenforceability.

It is the intention of the Company and the Optionee that this Agreement shall be enforceable to the fullest extent allowed by law.  In the event that a court having jurisdiction holds any provision of this Agreement to be invalid or unenforceable, in whole or in part, the Company and the Optionee agree that, if allowed by law, that provision shall be reduced to the degree necessary to render it valid and enforceable without affecting the rest of this Agreement.

18.Waiver.

No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right.  A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

19.           Amendments

This Agreement may be amended from time to time by the Committee in its discretion; provided, however, that this Agreement may not be amended in a manner that would have a materially adverse effect on the Options or shares of Common Stock as determined in the discretion of the Committee, except (i) as provided in a written document signed by the Optionee and the Company, or (ii) for the purpose of promoting the objectives of the Company’s Stock Incentive Plan and only, in such case, if all agreements granting options to purchase shares of Laureate’s Common Stock pursuant to such Stock Incentive Plan that are in effect and not wholly exercised at the time of such amendment shall also be similarly amended with substantially the same effect, and any amendment of this Agreement by the Committee shall, upon adoption thereof by the Committee, become and be binding and conclusive on all persons affected thereby without requirement for consent or other action with respect thereto by any such person.  The Company shall give written notice to the Optionee of any such alteration or amendment of this Agreement by the Committee as promptly as practical after the adoption thereof.  The foregoing shall not

restrict the ability of the Optionee and the Company by mutual consent to alter or amend this Agreement in any manner approved by the Committee.  The Optionee and the Company agree that this Agreement shall be subject to any provision necessary to assure compliance with federal and state securities laws.

20.           Notice

Any notice which either party hereto may be required or permitted to give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid, addressed as follows:  to the Company at 1001 Fleet Street, Baltimore, Maryland 21202 (Attention:  Office of the Secretary/Legal Department), or at such other address as the Company, by notice, may designate in writing from time to time; to Optionee, at the address as shown on the records of the Company, or at such other address as Optionee, by notice to the Secretary of the Company, may designate in writing from time to time.

21.Tax Withholding

At the time the Options are exercised, in whole or in part, or at any time thereafter as requested by the Company, Optionee hereby authorizes withholding from payroll or any other payment of any kind due to Optionee and otherwise agrees to make adequate provision for foreign, federal, state and local taxes required to be withheld, if any, which arise in connection with the Options.  The Company may require a cash payment to cover any withholding tax obligation as a condition of exercise of the Options or issuance of share certificates representing shares of Common Stock.

The Committee may, in its sole discretion, permit satisfaction, in whole or in part, of any withholding tax obligation which may arise in connection with the Options either by electing to have the Company withhold from the shares of Common Stock to be issued upon exercise that number of shares, or by electing to deliver to the Company already-owned shares, in either case having a Fair Market Value equal to the amount necessary to satisfy the statutory minimum withholding amount.

22.           Fractional Shares

Any fractional shares concerning an Option shall be eliminated at the time of exercise by rounding down for fractions of less than one-half (1/2) and rounding up for fractions of equal to or more than one-half (1/2).  No cash settlements shall be made with respect to fractional shares eliminated by rounding.

23.           Governing Law and Consent to Jurisdiction

The parties agree that the formation, validity, interpretation and performance of this Agreement shall be governed and interpreted by the substantive laws of Maryland, without reference to its rules of conflicts of law.  Optionee also hereby consents to be subject to personal jurisdiction of the state and federal courts located in Maryland for any action or proceeding arising from or relating to this Agreement.

24.Waiver of Right to Jury Trial and Declaratory Judgment

As a condition of entering into this Agreement, Optionee hereby waives and relinquishes any right to jury trial or any right to a declaratory judgment she may now or hereafter have with respect to any dispute arising out of this Agreement.

25.           Reservation of Shares

Laureate will reserve and set apart and have at all times, free from preemptive rights, a number of authorized but unissued shares of Common Stock deliverable upon the exercise of the Options sufficient to enable it at any time to fulfill all its obligations hereunder.

26.           Nonqualified Nature of Agreement

The Options are not intended to qualify as incentive stock options within the meaning of section 422 of the Code, and this Agreement shall be so construed.  Optionee acknowledges that, upon exercise of the Options, Optionee will recognize compensation income in an amount equal to the excess of the then Fair Market Value of the shares of Common Stock over the Total Exercise Price and must comply with the provisions of Section 21 of this Agreement with respect to any tax withholding obligations that arise as a result of such exercise.

27.           Regulatory Compliance

(a)No Common Stock shall be issued hereunder until the Company has received all necessary regulatory approvals and has taken all necessary steps to assure compliance with federal and state securities laws or has determined to its satisfaction and the satisfaction of its counsel that an exemption from the requirements of the federal and applicable state securities laws are available.  The Company shall have no obligation to effect any registration or qualification under federal or state laws of the Common Stock subject to this Agreement.

(b)The Company may require that the Optionee, as a condition to exercise of the Options, and as a condition to the delivery of any share certificate, make such written representations (including representations to the effect that such person will not dispose of the Common Stock so acquired in violation of federal or state securities laws) and furnish such information as may, in the opinion of counsel for the Company, be appropriate to permit the Company to issue the Common Stock in compliance with applicable federal and state securities laws.

28.           Investment Representations

The Optionee represents, warrants and covenants that:

(a)Any shares purchased upon exercise of the Options shall be acquired for the Optionee’s account for investment only and not with a view to, or for sale in connection with, any distribution of the shares in violation of the Securities Act or any rule or regulation under the Securities Act, and that she will not distribute the same in violation of any state or federal law or regulation.

(b)The Optionee has had such opportunity as she has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Optionee to evaluate the merits and risks of her investment in the Company.

(c)The Optionee is able to bear the economic risk of holding shares acquired pursuant to the exercise of the Options for an indefinite period.

(d)The Optionee understands that (i) the shares acquired pursuant to the exercise of the Options will not be registered under the Securities Act or under the securities laws of any state and are “restricted securities” within the meaning of Rule 144 under the Securities Act; (ii) such shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act, and such registration or qualification as may be necessary under the securities laws of any state, or an exemption from registration is then available; and (iii) there is as of the date of this Agreement no registration statement on file with the Securities and Exchange Commission with respect to the Common Stock subject to this Agreement and the Company has no obligation or current intention to register any such shares acquired pursuant to the exercise of the Options under the Securities Act.

By making payment upon exercise of the Options, the Optionee shall be deemed to have reaffirmed, as of the date of such payment, the representations made in this Section 28.

29.           Entire Agreement

This Agreement contains the entire agreement between the parties with respect to the Options granted hereunder.  Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement with respect to the Options granted hereunder will be void and ineffective for all purposes.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and its seal to be affixed hereto, and you, as the Optionee, have hereunto set your hand and seal, on the dates set forth below.

		LAUREATE EDUCATION, INC.
	By:	/s/ Robert W. Zentz
	Title:	Senior Vice President, Secretary, and General Counsel
	Date:	September 29, 2006
[SEAL]
		THE OPTIONEE:
		/s/ Rosemarie Mecca	(SEAL)
	Name:	ROSEMARIE MECCA
	Date:	September 28, 2006