Exhibit 10.2

                              CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT (the "Agreement") is made and entered in to as of
the 2nd day of November, 2009, by and between American Public Education, Inc., a
Delaware Corporation (the "Company") having its principal place of business at
111 West Congress Street, Charles Town, West Virginia 25414, and Mark Leuba (the
"Consultant") having a place of business at 3788 Dorsey Search Circle, Ellicott
City, MD  21042.

WHEREAS, the Consultant has expertise in technology matters related to the
for-profit education industry, and

WHEREAS, the Company desires to obtain the benefits of the Consultant's
expertise and knowledge as a consultant and the Consultant desires to provide
consulting services to the Company on the terms provided herein.

NOW, THEREFORE, the consideration of the premises and mutual covenants and
agreements contained herein, the parties agree as follows:

Section 1:     Services to be provided by the Consultant
               -----------------------------------------

1.01           Consulting  Services.  Contemporaneous  with  this  Agreement,
               Consultant  and  the  Company  are  entering  into  a  Separation
               Agreement  and  General Release (the "Separation Agreement") that
               provides  for  the  Consultant  to  make  himself available as an
               independent  consultant,  and  not as an employee. This Agreement
               sets  forth  the  terms  by which the Consultant will provide the
               services  referenced  in the Separation Agreement. The Consultant
               agrees to provide technology consulting services (the "Services")
               on  a  non-exclusive  basis to the Company, related to technology
               and  other  matters  relevant  to  the  Company's  business  as
               reasonably  agreed to by the Company and the Consultant from time
               to  time  from  December  4,  2009  through  May  31,  2010.  The
               Consultant  shall  report  to the Chief Operations Officer of the
               Company.

1.02           Equity  Awards.  Consultant  is  a  former  employee  of  the
               Company  and  as  such,  Consultant received various stock option
               grants  pursuant  to  the  Company  equity  incentive  plans. The
               Services  provided  under  this  Agreement qualify as Services as
               defined  in  the Company's 2002 Incentive Stock Plan (the "Plan")
               and  Consultant  shall  be  a  Service Provider as defined in the
               Plan. Consultant's change in responsibilities from an employee to
               a  consultant  shall  not  result  in  interrupted  or terminated
               Service  (as defined by the Plan). Therefore, upon the Consultant
               ceasing  to  be an employee and becoming a consultant on December
               4,  2009  pursuant  to the terms of this Agreement, the Incentive
               Stock Option No. 28 granted on January 24, 2005 and the Incentive
               Stock  Option  No. 47 granted on May 4, 2007 shall remain in full
               force  and  effect  pursuant  to the terms thereof, provided that
               they  will  no  longer  qualify  as  "incentive  stock  options."
               Provided  the consultant continues in service, and subject to the
               other terms of the Plan and the applicable awards, the Consultant
               shall  vest: (a) in the remaining 20% of Option No. 28 on January
               24, 2010, and (b) in the remaining 20% of Option No. 47 on May 4,
               2010.

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<PAGE>

Section 2.     Compensation
               ------------

2.01           Fees and  Expenses.  In  consideration  for  the  Consultant's
               services  and the agreements contained herein, the Company agrees
               to  pay  the  Consultant  a retainer fee of $100,000 for services
               from  December  4, 2009 through May 31, 2010 payable upon receipt
               of  invoice.  During  the  term of this agreement, the Consultant
               will  be  responsible  for  all reasonable and customary expenses
               incurred by the Consultant in performing services for the Company
               pursuant  to  this  Agreement.

2.02           Indemnification.  As  additional  consideration  for  the
               Services  performed  by  the  Consultant  hereunder,  the Company
               agrees  to  indemnify  and  hold harmless the Consultant from and
               against  any  losses, claims, damages or liabilities arising from
               or  based  on his performance of Services hereunder. However, the
               Company  shall  not be liable in and such case to the extent that
               any  loss,  claim,  damage or liability arises out of or is based
               upon the gross negligence of willful misconduct of an indemnified
               party.

               Promptly after  receipt  by  the  Consultant  of  notice  of  the
               commencement  of any action, it shall, if a claim in respect
               thereof  is  to  be  made  against  the  Company  under this
               indemnification  provision, notify the Company in writing of
               the  commencement thereof. Upon the Company having notice of
               the  pendency  of  any  such  action,  the  Company shall be
               entitled  in its discretion to participate therein and/or to
               assume  the  defense  thereof.

Section 3.     Relationship of the Parties
                ---------------------------

3.01           Independent  Contractor.  The  Consultant  is  an  independent
               contractor  and  is  not  an  agent  or  employee  of, and has no
               authority  to  bind,  the  Company  by contract or otherwise. The
               Consultant  will perform the Services under the general direction
               of  the  Company,  but  the  Consultant  will  determine,  in the
               Consultant's  sole  discretion, the manner and means by which the
               Services  are  accomplished,  subject to the requirement that the
               Consultant  shall  at  all  times comply with applicable law. The
               Company  has no right or authority to control the manner or means
               by  which  the  Services  are  accomplished.

<PAGE>

3.02           Employment  Taxes  and  Benefits.  The  Consultant will report as
               self-employment  income  all  compensation  received  by  the
               Consultant  pursuant  to  this  Agreement.  The  Consultant  will
               indemnify  the  Company and hold it harmless from and against all
               claims,  damages,  losses and expenses, including reasonable fees
               and  expenses  of  attorneys and other professionals, relating to
               any  obligation  imposed  by  law  on  the  Company  to  pay  any
               withholding  taxes,  social  security, unemployment or disability
               insurance,  or  similar  items  in  connection  with compensation
               received  by  the  Consultant  pursuant  to  this  Agreement. The
               Consultant  will  not  be  entitled  to  receive  any vacation or
               illness  payments,  or to participate in any plans, arrangements,
               or  distributions  by the Company pertaining to any bonus, profit
               sharing  or  similar  benefits  for  the  Company's  employees.


Section 4.     Confidential Information.
               -------------------------

     The Consultant agrees that any sensitive, proprietary or confidential
information or data relating to the University or any of its affiliates,
including without limitation trade secrets, customer lists, customer contacts,
customer relationships, the University's financial data, long range or short
range plans, and other data and information of a competition-sensitive nature,
or any confidential or proprietary information of others licensed to the
University, that the Consultant acquired or may acquire while an employee of the
University or as an independent consultant to the University shall not be
disclosed or used for the Consultant's own purposes or in a manner detrimental
to the University's interests.  The Consultant agrees to use his best efforts to
prevent disclosure of such confidential information and data.  In the event that
the Consultant receives a subpoena that calls or may call for the disclosure of
any such confidential information or data, the Consultant will provide at least
five (5) business days advance notice to the University before responding to
such subpoena (unless five days notice is not possible, in which case the
Consultant will provide as much notice as is possible) and the Consultant will
reasonably cooperate with the University in allowing the University an
opportunity to object to disclosure of such confidential information or data.

     Section 5. Term
                ----

     The Initial Term of this Agreement shall be December 4, 2009 through May
31, 2010.  Notwithstanding any termination of this Agreement by the Consultant,
in consideration of payments received hereunder, the Consultant shall remain
bound by the provisions of this Agreement that specifically relate to periods,
activities or obligations upon or subsequent to the termination of this
Agreement.

<PAGE>
     Section 6. Termination and Expiration
                --------------------------

     6.01      Breach.  Either  party  may  terminate  this  Agreement  in  the
               event  of  a  breach  by the other party of this Agreement or the
               Separation  Agreement  if  such  breach  continues  uncured for a
               period  of  thirty  (30)  days  after  written  notice.

     6.02      Expiration.  Unless  terminated  earlier,  this  Agreement  will
               expire  at  the  end  of  the  Initial  Term.

     Section 7. Effect  of  Expiration  or  Termination
                ----------------------------------------

     7.01      Survival  of  Obligations.Upon  expiration  or  termination  of
               this  Agreement  for any reason, each party will be released from
               all obligations to the other arising after the date of expiration
               or  termination,  except  that  expiration or termination of this
               Agreement  will not relieve either party of its obligations under
               Sections  3.02, 4, 7, 8 and 9, nor will expiration or termination
               relieve  the Consultant or the Company from any liability arising
               from  any  breach  of  this  Agreement;  and

     7.02      Return  of  Confidential  Information.  Each  receiving  party
               will  promptly  notify  the  disclosing party of all Confidential
               Information  in  the  receiving  party's  possession  and, at the
               expense  of  the  receiving  party  and  in  accordance  with the
               disclosing  party's  instructions,  will  promptly deliver to the
               disclosing  party,  or destroy at the disclosing party's request,
               all  such  Confidential  Information.

     Section 8. Limitation of Liability
                -----------------------

     IN NO EVENT  SHALL  EITHER  PARTY  BE  LIABLE  FOR  ANY  SPECIAL,
     INCIDENTAL,  INDIRECT  OR  CONSEQUENTIAL  DAMAGES  OF  ANY  KIND  IN
     CONNECTION  WITH  THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN INFORMED
     IN  ADVANCE  OF  THE  POSSIBILITY  OF  SUCH  DAMAGES.

     Section 9.     General
                    -------

     9.01      Assignment.  The  Consultant  may  not  assign  this Agreement or
               any  of  the  Consultant's  rights  or  delegate the Consultant's
               duties  under  this Agreement either in whole or in part, whether
               by  operation  of  law  or  otherwise,  without the prior written
               consent  of  the  Company. Any attempted assignment or delegation
               without  such  consent  will  be void and of no force and effect.

    9.02       Governing  Law;  Severability.  This  Agreement  shall  be
               governed  by,  and  construed  in  accordance  with,  the laws of
               Virginia  (excluding  the  choice  of  law  rules  thereof).  The
               language  of  all  parts  of this Agreement shall in all cases be
               construed  as  a  whole,  according  to its fair meaning, and not
               strictly  for  or  against  either  party.
<PAGE>

   9.03        Notices.  Any  notices  under  this  Agreement  will  be  sent by
               certified  or  registered  mail,  return  receipt requested, or a
               nationally  recognized overnight courier to the address set forth
               above  or  such  other address as the party specifies in writing.
               Such  notice  will  be  effective  upon  its  mailing.

   9.04        Counterparts.  This  Agreement  may  be  executed  in two or more
               counterparts,  each of which shall be deemed an original, but all
               of  which  together  shall  constitute one and the same document.

   9.05        Complete  Understanding;  Modification  This  Agreement
               constitutes  the  complete  and  exclusive  understanding  and
               agreement  of the parties and supersedes all prior understandings
               and  agreements,  whether  written  or  oral, with respect to the
               subject  matter  hereof. Any waiver, modification or amendment of
               any  provision  of  this  Agreement  will be effective only if in
               writing  and  signed  by  the  parties  hereto.


COMPANY                              CONSULTANT



By:     /s/ Sharon van Wyk             /s/ Mark Leuba
   -----------------------           -------------------
     Sharon van Wyk                        Mark Leuba

Title:    EVP/COO