**Exhibit 10.3**   **General Contract** **TRAVELERS CASUALTY AND SURETY COMPANY OF AMERICA****Of Indemnity(Form A)**                                        **Hartford, Connecticut 06183**We, the undersigned, hereinafter referred to, individually and/or collectively, as “Indemnitors,”hereby request, have requested and/or will request TRAVELERS CASUALTY AND SURETY COMPANY OFAMERICA, ST. PAUL FIRE AND MARINE INSURANCE COMPANY, any of their present or future direct orindirect parent companies, any of the respective present or future direct or indirect affiliates orsubsidiaries of such companies and parent companies, and/or any of the aforementioned entities’successors or assigns, hereinafter referred to, individually and/or collectively, as “Company,” toexecute or procure bonds, undertakings, guarantees, and/or contractual obligations, includingrenewals and extensions thereof, whether before or after the date of this Agreement, and bonds andundertakings for which Company has obligations as a result of an asset purchase, acquisition,merger or like transaction, hereinafter referred to, individually and/or collectively, as“Bond(s).” As an inducement therefore we make the following representations of fact, promises andagreements:**REPRESENTATIONS OF FACT:**1. In the transaction of business one, some or all of the Indemnitors are required, or maydesire to give such Bond(s). 2. Indemnitors have a substantial, material and beneficial interest (a) in the obtaining ofBond(s) by any of the Indemnitors and (b) in the transaction(s) for which any other Indemnitorhas applied or will apply to Company for Bond(s) pursuant to this General Contract ofIndemnity, hereinafter referred to as “Agreement.” It is understood that the purpose of thisAgreement is to induce Company to furnish Bond(s); however, Company is under no obligation tofurnish Bond(s) to Indemnitors. 3. Indemnitors have the full power and authority to execute, deliver and perform this Agreementand to carry out the obligations stated herein. Indemnitors further acknowledge and agreethat (a) the execution, delivery and performance of this Agreement by such Indemnitors, (b)the compliance with the terms and provisions hereof, and (c) the carrying out of theobligations contemplated herein, do not, and will not, conflict with and will not result in abreach or violation of any terms, conditions or provisions of the charter documents or bylawsof such Indemnitors, or any law, governmental rule or regulation, or any applicable order,writ, injunction, judgment or decree of any court or governmental authority againstIndemnitors, or any other agreement binding upon Indemnitors, or constitute a defaultthereunder.**PROMISES AND AGREEMENTS:**In consideration of the furnishing of any such Bond, the forbearance ofcancellation of any existing Bond(s) by Company, the assumption of obligations by Company of anyBond, and for other valuable consideration, Indemnitors hereby jointly and severally promise andagree as follows:1. To pay all premiums for each Bond, as they fall due, until Company has been provided withcompetent legal evidence that the Bond has been duly discharged.
 

 
2. To indemnify and exonerate Company from and against any and all loss, cost and expense ofwhatever kind which it may incur or sustain as a result of or in connection with thefurnishing of Bond(s), the assumption of obligations by Company of Bond(s), and/or theenforcement of this Agreement, including unpaid premiums, interest, court costs and counselfees, and any expense incurred or sustained by reason of making any investigation, hereinafterreferred to as “Loss.” To this end Indemnitors promise: (a) To promptly reimburse Company for all sums paid on account of such Loss and itis agreed that (1) originals or photocopies of claim drafts, or of payment records,kept in the ordinary course of business, including computer printouts, verified byaffidavit, shall be prima fade evidence of the fact and amount of such Loss, and (2)Company shall be entitled to reimbursement for any and all disbursements made by it,under the belief that it was liable, or that such disbursement was necessary orexpedient.  (b) To deposit with Company, on demand, the amount of any reserve against such Losswhich Company is required, or deems it prudent to establish whether on account of anactual liability or one which is, or may be, asserted against it and whether or not anypayment for such Loss has been made.3. This Agreement shall apply to any and all Bond(s) furnished as follows: (a) If Company executes the Bond(s), procures the execution of Bond(s) by othersureties, executes Bond(s) with co-sureties and/or obtains reinsurance;  (b) For or on behalf of any or all of the following: (1) One, some or all of the Indemnitors;  (2) Any joint venture or other form of common enterprise in whichIndemnitors were members at the time the Bond(s) were furnished;  (3) Any present or future affiliate and/or subsidiary ofIndemnitors;  (4) Any third party at the request of Indemnitors, theirsubsidiaries and/or affiliates.4. (a) The validity and effect of this Agreement shall not be impaired by, and Company shallincur no liability on account of, and Indemnitors need not be notified of: (1) Company’s failure or refusal to furnish Bond(s), includingfinal Bond(s) where Company has furnished a bid Bond;  (2) Company’s consent or failure to consent to changes in the termsand provisions of any Bond, or the obligation or performance secured by anyBond;
Page 2 of 7

 
 (3) The taking, failing to take, or release of security,collateral, assignment, indemnity agreements and the like, as to any Bond;  (4) The release by Company, on terms satisfactory to it, of anyIndemnitors; or  (5) Information which may come to the attention of Company whichaffects or might affect its rights and liabilities or those of any of theIndemnitors. (b) The validity and effect of this Agreement shall not be impaired by, and Companyshall incur no liability on account of, the cancellation or termination of any Bond(s).5. Indemnitors shall have no rights of indemnity, contribution or right to seek collection ofany other outstanding obligation against any other Indemnitors or their property until theobligations of the Indemnitors to Company under this Agreement have been satisfied in full. 6. Company shall have the right, in its sole discretion, (a) to deem this Agreement breachedshould any Indemnitor become involved in any agreement or proceeding of liquidation,receivership, bankruptcy, insolvency or creditor assignment, whether voluntarily orinvoluntarily, or should any Indemnitor, if an individual, die, or be convicted of a felony,become a fugitive from justice, or for any reason disappear and cannot immediately be found byCompany by use of usual methods, and (b) to adjust, settle, compromise or defend any claim,demand, suit or judgment upon any Bond(s). 7. If Company has or obtains collateral or letters of credit, Company shall not have anyobligation to release collateral or letters of credit or turn over the proceeds thereof untilit shall have received a written release in form and substance satisfactory to Company withrespect to each and every Bond. Any collateral or letters of credit provided to Company byany Indemnitor or any third party, or the proceeds thereof, may be applied to any Loss. 8. Indemnitors also understand and agree that their obligations remain in full force and effectfor any Bond(s) issued pursuant to this Agreement, notwithstanding that the entity on whosebehalf Bond(s) were issued has been sold, dissolved or whose ownership has been otherwisealtered in any way. 9. This Agreement shall remain in full force and effect until terminated. Indemnitors may onlyterminate participation in this Agreement by providing written notice to Company ofIndemnitors’ intent to terminate. Such notice shall be addressed to St. Paul Travelers Bond,Attention: Senior Vice President Commercial Surety, One Tower Square, Hartford, Connecticut06183. Such notice of termination shall become effective thirty (30) days after Company’sreceipt of the same. The obligations and liability of Indemnitors giving such notice shallthereafter be limited to Bond(s) furnished before the effective date of the notice, whichliability shall include any Bond(s) which were originally issued prior to the effective dateof notice and renewed or otherwise extended subsequent to the notice or effective date oftermination.
Page 3 of 7

 
10. Indemnitors hereby expressly authorize Company to access credit records and to make suchpertinent inquiries as may be necessary from third party sources for underwriting purposes,claim purposes and/or debt collection. To the extent required by law, Company will, uponrequest, provide notice whether or not a consumer report has been requested by Company, and ifso, the name and address of the consumer reporting agency furnishing the report. 11. In the event of a claim or notice of a potential claim, Company shall have the right, at alltimes, to free access to the books, records, and accounts of the Indemnitors for the purposeof examining the same. 12. Company may furnish copies of any and all statements, agreements, financial statements andany information which it now has or may hereafter obtain concerning Indemnitors, to otherpersons or companies for the purpose of procuring co-suretyship or reinsurance. 13. A duplicate or facsimile copy or electronic reproduction of the original document shall havethe same force and effect as the original. 14. This Agreement may be executed in any number of counterparts, each of which shall be anoriginal but all of which together shall constitute one instrument. Each counterpart mayconsist of a number of copies hereof, each signed by less than all, but together signed byall, of the parties hereto. 15. If any provision or portion of this Agreement shall be unenforceable, this Agreement shallnot be void, but shall be construed and enforced with the same effect as though such provisionor portion were omitted. 16. This Agreement is in addition to and not in lieu of any other agreements and obligationsundertaken in favor of Company, whether now existing or entered into hereafter. 17. The rights and remedies afforded to Company by the terms of this Agreement can only beimpaired by a written rider to this Agreement signed by an authorized employee of the Company. 18. Company’s failure to act to enforce any or all of its rights under this Agreement shall notbe construed as a waiver of these rights. 19. The date of this Agreement shall be the earliest date any Indemnitor executes this Agreement. 20. Special Provisions: (a) This Agreement shall only apply to that certain Supersedeas Bond Number105036869 and including any and all modifications, replacements, substitutions,supplements, or increases thereof (the “Bond”) posted under Federal Rule of CivilProcedure 62 and/ or Federal Rule of Appellate Procedure 8 in connection withpost-trial motions and/or an appeal of the judgment entered in that certain caseentitled, In re Apollo Group Securities Litigation (“the Case”), pending as Case
Page 4 of 7

 
   Nos. CV 04-2147-PHX-JAT (LEAD), CV 04-2204-PHX-JAT (Consolidated) and CV04-2334-PHX-JAT (Consolidated) in the United States District Court for the Districtof Arizona (together with the courts having appellate jurisdiction thereof, the“Court”).  (b) Notwithstanding any other provision of this Agreement, that certain ControlAgreement of even date herewith (the “Control Agreement”), or that certainCollateralized Bond Surety Program Registered Pledge and Master Security Agreement ofeven date herewith (the “Security Agreement”):     (1) Upon receipt of a notice of claim against the Bond and prior to making anypayments under the Bond or drawing upon the collateral, Company shall, as soon aspracticable, provide notice to Indemnitors and shall make a written demand uponIndemnitors to timely satisfy the claim or provide defenses thereto. In the eventthe Indemnitors do not timely satisfy a valid Bond obligation that the Company isobligated to pay, Company shall have the right, in its sole discretion, to adjust,settle, compromise or defend any such claim, demand, suit or judgment upon the Bondand use the collateral to satisfy the claim. In the event Indemnitors wish toeither settle or pay the judgment using the collateral, Indemnitors shall providenotice in writing directing the Company to do so.     (2) Company shall not have any obligation to release the collateral or turnover the proceeds thereof to the Indemnitors until it shall have received a FinalOrder of the Court discharging Company from any and all obligations arising underthe Bond and releasing, discharging, or terminating the Bond without any furtherliability to the Company. Any collateral provided to Company by the Indemnitors maybe applied to any Loss. “Final Order” as used in this Agreement means an order thatis subject to appeal or a writ of certiorari and with respect to which the time toappeal or seek issuance of a writ of certiorari has expired.     (3) Indemnitors shall not be obligated to deposit amounts to cover reservesunder paragraph 2(b) above with respect to Loss that is fully secured by collateraland, in the event a reserve is set, any such reserve shall reflect the amount ofcollateral on deposit at the time Company establishes such reserve or on deposit atthe time of any subsequent reserve adjustments. Any amounts deposited pursuant tosuch paragraph 2(b) above shall constitute additional collateral.     (4) The collateral pledged under the Control Agreement and the SecurityAgreement shall only secure Loss under this Agreement, at law or in equity andobligations and liabilities created under the Control Agreement and the SecurityAgreement, including but not limited to the reimbursement of expenses described inSection 13 of the Security Agreement.     (5) If the Company becomes legally obligated to pay on the Bond or it appearsto the Company that its obligation to pay on the Bond may come due within ten (10)business days, and it further appears to the Company at the time of either suchevent that any portion of the collateral then held by the Company will
Page 5 of 7

 
not timely mature and/or become liquid by the time the Company is obligated tomake payment on the Bond, Company shall so notify Indemnitors in writing, who shallwithin five (5) business days after receipt of such notice provide substitutecollateral that is payable on demand or will mature by the time such payment on theBond is due. If the amount of collateral on deposit is insufficient to pay theCompany’s obligation on the Bond when it becomes due, then Indemnitor shall eitherforthwith pay the difference or provide additional collateral equal to theshortfall. Such payment will be made by wire transfer or otherwise in immediatelyavailable funds to the bank account specified in the notice provided to theIndemnitors by Company. The Indemnitors waive, to the fullest extent permitted byapplicable law, each and every right which they may have to contest any such paymentthat is due and that the Company is legally obligated to make. Failure to makepayment to Company as herein provided shall cause the Indemnitors to be additionallyliable for any and all costs and expenses, including attorney’s fees, incurred byCompany in enforcing this Agreement, together with interest on unpaid amounts dueCompany. Interest shall accrue, commencing the date Company pays the amount of theDemand, at 130% of the prime rate of interest in effect on December 31 of theprevious calendar year as published in the Wall Street Journal. Indemnitorsstipulate and agree that the Company will suffer immediate irreparable harm and willhave no adequate remedy at law should Indemnitors fail to perform this obligation,and therefore Company shall be entitled to specific performance of this obligation.**WE HAVE READ THIS CONTRACT OF INDEMNITY CAREFULLY. THERE ARE NO SEPARATE AGREEMENTS ORUNDERSTANDINGS WHICH IN ANY WAY LESSEN OUR OBLIGATIONS AS ABOVE SET FORTH. IN TESTIMONY HEREOF, WETHE INDEMNITORS HAVE SET OUR HANDS AND FIXED OUR SEALS AS SET FORTH BELOW.****If Indemnitor is an Individual, sign below:** Instructions: Signatures of individual Indemnitors must be witnessed. Indemnitors must includetheir Social Security Number. All signatures must be dated with names printed or typed on the lineprovided.                    (Witness Signature)   (Date)   (Witness Signature)   (Date)Print of Type Name:       Print of Type Name:                       SS#:                 
Page 6 of 7

 
**If Indemnitor a Corporation, Limited Liability Company or Partnership, sign below:** Instructions: If the entity is: 1) a corporation the secretary and an authorized officer shouldsign on behalf of the corporation, 2) a limited liability company the manager(s) or member(s)should sign on behalf of the LLC, or 3) a partnership the partner(s) should sign on behalf of thepartnership. Two signatures are required for all entities and all signatures must be notarized anddated. Please provide the entity’s federal tax identification number on the line provided.Each of the undersigned hereby affirms to Company as follows: I am a duly authorized official ofthe business entity Indemnitor on whose behalf I am executing this Agreement. In such capacity Iam familiar with all of the documents which set forth and establish the rights which govern theaffairs, power and authority of such business entity including, to the extent applicable, thecertificate or articles of incorporation, bylaws, corporate resolutions and/or partnership,operating or limited liability agreements of such business entity. Having reviewed all suchapplicable documents and instruments and such other facts as deemed appropriate, I hereby affirmthat such entity has the power and authority to enter into this Agreement and that the individualsexecuting this Agreement on behalf of such entity are duly authorized to do so.       Apollo Group, Inc.     (Seal)     (Indemnitor Name)   (First Signature)         86-0419443   /s/ Brian E. Mueller 2-14-08     (Federal Tax ID)   **Brian E. Mueller, President** (Date)             (Seal)         (Second Signature)             /s/ P. Robert Moya 2-14-08         **P. Robert Moya, Senior Vice Presidentand Secretary** (Date)   ACKNOWLEDGEMENT  STATE OF ARIZONA County of MaricopaOn this 14 day of February, 2008, before me personally appeared Brian E. Mueller, known or provento me to be the President of the entity executing the foregoing instrument (“Entity”) and P. RobertMoya, known or proven to me to be the SVP and Secretary of the Entity, and they acknowledged saidinstrument to be the free and voluntary act and deed of said Entity, for the uses and purposestherein mentioned and on oath stated that the seal affixed is the seal of said Entity and that itwas affixed and that they executed said instrument by authority of the Entity. IN WITNESS WHEREOF,I have hereunto set my hand and affixed my OFFICIAL SEAL the day and year first above written.                          /s/ Catherine S. Davis   Notary Public residing at Phoenix AZ   (Commission Expires           10/05/09                     )   
Page 7 of 7