Exhibit 10.1

                    SEPARATION AGREEMENT AND GENERAL RELEASE
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     This Separation Agreement and General Release (the "Agreement") is being
entered into between American Public University System (the "University") and
Mark Leuba, the undersigned.  For and in consideration of the mutual promises
contained herein, and for other good and sufficient consideration, receipt of
which is hereby acknowledged, the University and I (sometimes hereafter referred
to as the "Parties") agree as follows:

     1.          Separation from Employment

     (a)     My employment with the University shall end on the earlier of: (1)
December 4, 2009; or (2) such earlier date as I may tender my resignation or
commence other employment (the "Separation Date").  The Parties agree that my
separation shall be treated as a resignation and I agree that I will not seek
employment with the University or any of its affiliates in the future.

     (b)  I  shall be paid at my current base salary rate through the Separation
Date  and  will  be  paid for all accrued unused vacation leave as of that date.

     (c)  Additionally,  as consideration for my promises in this Agreement, the
University agrees to provide me three months of executive placement services, at
a  total  cost  not  to  exceed  $10,000.00.

     (d)  As of the Separation Date, I shall not be eligible and am not eligible
to  participate  in any University benefits plan, including, but not limited to,
dental and medical insurance, 401(k) plan, vacation leave, sick leave, long term
disability  insurance,  or  life  insurance,  except  to  any extent provided by
applicable  law.  However,  if I elect to continue medical insurance pursuant to
the  federal  law  commonly  referred to as COBRA, the University will incur the
expense of my medical coverage by making my COBRA payments for up to five months
unless  coverage  is  obtained  through another employer's plan prior to May 31,
2010.  If  I  obtain  other  employment prior to May 31, 2010, I will notify Amy
Panzarella, Director HR and such medical insurance shall cease as of the date of
my  new  employment.  As  of  December  5,  2009,  I am not eligible to continue
participation  in  the  company's  401(k)  plan,  disability  insurance  or life
insurance.  I  will  be entitled to continued vesting under the equity incentive
plans  of  the  University  to  the  extent  provided  in  the  applicable award
agreements.

<PAGE>

     (e)  Between  the  Separation  Date  and  May  31,  2010 I will make myself
available as an independent consultant, and not as an employee, for the purposes
set  forth  in,  and  pursuant to the form of, the consulting agreement attached
hereto as Exhibit A (the "Consulting Agreement"). I will be compensated for such
consulting  services  through the payment of a retainer fee of $100,000, as more
fully  described  in  the  Consulting  Agreement.

      (f)     Once all of the payments referred to in this paragraph 1 of this
Agreement have been made, I shall have been paid all compensation due and owing
to me under this Agreement and under any contract I have or may have had with
the University or from any other source of entitlement, including all wages,
salary, commissions, bonuses, incentive payments, profit-sharing payments,
leave, severance pay or other benefits.  I specifically acknowledge that I am
not entitled to any separate payment for unused vacation or other leave.  I
further acknowledge and agree that the payments referred to in this paragraph 1,
in addition to compensating me fully for time worked and services rendered
through the end of my employment, include consideration for my promises
contained in this Agreement, and that such consideration is above and beyond any
wages, salary, or other sums to which I am entitled from the University under
the terms of my employment or under any other contract or law.

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<PAGE>

     2.  General  Release.  On behalf of myself and my agents, heirs, executors,
administrators,  successors  and assigns, I hereby release and forever discharge
the  University,  American  Public  Education,  Inc.,  and  any and all of their
respective  affiliates,  officers,  directors,  employees,  agents, counsel, and
successors  and  assigns, from any and all complaints, claims, demands, damages,
lawsuits,  actions,  and causes of action, whether known, unknown or unforeseen,
arising  out of or in connection with any event, transaction or matter occurring
or  existing  prior  to or at the time of my execution of the Agreement, which I
have  or  may  have  against  any of them for any reason whatsoever in law or in
equity,  under  federal,  state,  local,  or other law, whether the same be upon
statutory claim, contract, tort or other basis, including without limitation any
and  all  claims arising from or relating to my employment or the termination of
my  employment  and any and all claims relating to any employment agreement, any
employment  statute  or  regulation,  or  any  employment  discrimination  law,
including  without  limitation  Title  VII  of the Civil Rights Act of 1964, the
Americans  with  Disabilities  Act of 1990, the Age Discrimination in Employment
Act  ("ADEA"), the Older Workers Benefit Protection Act, the Civil Rights Act of
1866,  the  Equal  Pay  Act  of  1963, all as amended, all state and local laws,
regulations  and  ordinances prohibiting discrimination in employment (including
without  limitation  the  Virginia  Human Rights Act and the West Virginia Human
Rights  Act),  and  other laws and regulations relating to employment, including
but  not  limited  to the Family and Medical Leave Act, the Fair Labor Standards
Act,  the Employee Retirement Income Security Act of 1974, and the West Virginia
Wage  Payment  and  Collection  Act,  all  as  amended.  I  agree,

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<PAGE>

without limiting the generality of the above release, not to file any claim or
lawsuit seeking damages and asserting any claims that are lawfully released in
this paragraph.  I further hereby irrevocably and unconditionally waive any and
all rights to recover any damages concerning the claims that are lawfully
released in this paragraph.  I represent and warrant that I have not previously
filed or joined in any such claims against the University or any of its
affiliates, and that I have not given or sold any portion of any claims released
herein to anyone else, and that I will indemnify and hold harmless the persons
and entities released herein from all liabilities, claims, demands, costs,
expenses and/or attorneys' fees incurred as a result of any such assignment or
transfer.  Notwithstanding the foregoing, neither party is releasing any right
to enforce this Agreement, and I am not releasing:  (a) any claims for
unemployment compensation or workers compensation benefits or other rights that
may not be released as a matter of law; (b) any claims solely relating to the
validity of this General Release under the ADEA, as amended; (c) any
non-waivable right to file a charge with the U.S. Equal Employment Opportunity
Commission ("EEOC"); or (d) any rights I may have with respect to vesting of
equity awards through May 31, 2010 to the extent I continue as an independent
consultant and the terms of the applicable awards so provide.  If the EEOC were
to pursue any matters that are released herein, I agree that this Agreement will
control as the exclusive remedy and full settlement of all such claims by me for
money damages.  I HEREBY ACKNOWLEDGE AND AGREE THAT THIS RELEASE IS A GENERAL
RELEASE AND THAT BY SIGNING THIS AGREEMENT, I AM SIGNING AND AGREEING TO THIS
RELEASE.

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<PAGE>

     3. No Admission. The Parties agree that nothing contained in this Agreement
shall  constitute  or  be  treated as an admission of liability or wrongdoing by
either  of  them.

     4. Proprietary and/or Confidential Information. I agree 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  I 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 my own purposes or in a manner detrimental to
the University's interests. I agree to use my best efforts to prevent disclosure
of  such  confidential  information  and  data.  In  the  event that I receive a
subpoena  that  calls  or  may  call for the disclosure of any such confidential
information  or  data,  I  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  I will provide as much notice as is
possible)  and  I  will reasonably cooperate with the University in allowing the
University  an  opportunity  to  object  to  disclosure  of  such  confidential
information  or  data.

     5.  Return of Information and Property. On or prior to the Separation Date,
I  will  return  all  records  or copies of University information, documents or
files and no copies of the same will be retained by me. In addition, on or prior
to the Separation Date, I will return all University property to the University,
including  but  not  limited to, keys, access cards, credit cards, and any other
computer  hardware  or  software  issued  by  the  University  to  me.  I  shall
immediately  file  any  and  all  outstanding  expense  reports.

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<PAGE>

     6. Duties and Transition Assistance. During the period until the Separation
Date,  I  will  transition  my CIO responsibilities to others as directed by the
University,  will perform specific tasks as assigned by the University, and will
work  from  such  locations  as  are  specified  by  the  University. I agree to
cooperate  fully with and provide information to the University to assist in the
transition process during the balance of my employment and during the consulting
period.

     7.  I  agree  to  direct  all  prospective  employers  and  others  seeking
references  regarding  me to Wallace Boston, CEO or Amy Panzarella, Director HR,
and  no  one  else.

     8.  Breach  or Violation. I agree that in the event of any violation of the
provisions  of  this  Agreement,  in addition to any damages allowed by law, the
University shall be entitled to injunctive relief and to terminate my service as
an  independent  consultant.

     9.  Modification;  Severability.  The  Parties  agree  that  if  a Court of
competent  jurisdiction  finds that any term of this Agreement is for any reason
excessively broad in scope, duration, or otherwise, such term shall be construed
or  modified  in  a  manner  to  enable  it to be enforced to the maximum extent
possible.  Further,  the  covenants  in  this  Agreement shall be deemed to be a
series  of  separate covenants and agreements. If, in any judicial proceeding, a
Court  of  competent  jurisdiction  shall  refuse to enforce any of the separate
covenants  deemed  included herein, then at the option of the University, wholly
unenforceable  covenants  shall  be deemed eliminated from the Agreement for the
purpose  of  such  proceeding  to  the  extent necessary to permit the remaining
separate  covenants  to  be  enforced  in  such  proceeding.

     10.  Certain Representations. The Parties represent and acknowledge that in
executing  this  Agreement  such party does not rely and has not relied upon any
representation or statement made by the other party or the other party's agents,
representatives  or attorneys with regard to the subject matter, basis or effect
of  this  Agreement  or  otherwise.

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<PAGE>

     11.  Entire Agreement. This Agreement contains the entire agreement between
the  Parties  relating  to  the subject matter of this Agreement, and may not be
altered  or  amended  except  by an instrument in writing signed by both Parties
hereto.

     12.  Assignment.  This  Agreement  and  the  rights  and obligations of the
Parties  hereunder may not be assigned by either party without the prior written
consent  of  the  other  party.

     13.  Binding  Agreement.  This Agreement shall be binding upon and inure to
the  benefit of the Parties and their respective representatives, successors and
permitted  assigns.

     14.  Waiver.  Neither  the waiver by either party of a breach of or default
under  any of the provisions of the Agreement, nor the failure of such party, on
one  or  more occasions, to enforce any of the provisions of the Agreement or to
exercise  any  right  or  privilege hereunder shall thereafter be construed as a
waiver  of  any subsequent breach or default of a similar nature, or as a waiver
of  any  provisions,  rights  or  privileges  hereunder.

     15. Further Assurances. The Parties agree to take or cause to be taken such
further  actions  as may be necessary or as may be reasonably requested in order
to  fully  effectuate  the  purposes,  terms,  and conditions of this Agreement.

     16.  Governing  Law.  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.

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<PAGE>

     17.  Acknowledgment.  I  acknowledge  that  I  have read and understand the
foregoing  Agreement  and execute it voluntarily and without coercion. I further
acknowledge that the University has advised me to consult with an attorney prior
to  executing  this  Agreement.  I  understand  that I have 21 days to consider,
execute  and  deliver  this  Agreement  to  the University, unless I voluntarily
choose  to  execute the Agreement before the end of the 21-day period. I further
understand  that  I  can revoke my acceptance of this Agreement within seven (7)
days  of  signing  it by providing written notice of my revocation to Sharon van
Wyk  at  the University on or before the end of the seventh calendar day after I
sign  this  Agreement.

     IN WITNESS HEREOF, THE PARTIES HAVE AFFIXED THEIR SIGNATURES BELOW:


Mark Leuba                         American Public University System

 /s/ Mark Leuba                    /s/ Sharon van Wyk
--------------------               ------------------------
By:  Mark Leuba                    By:  Sharon van Wyk, EVP/COO



Date:  November 3, 2009          Date:  November 3, 2009

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