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                                                                   Exhibit 10.05

                               FOURTH AMENDMENT TO
                              AMENDED AND RESTATED
                        EDUCATION MANAGEMENT CORPORATION
                          EMPLOYEE STOCK OWNERSHIP PLAN

                  Pursuant to Section 12.01 of the Education Management Employee
Stock Ownership Plan, as amended and restated effective January 1, 1989 (the
"Plan"), the Plan is hereby amended as follows, effective as of November 21,
1996:

                  1. Section 10.01(b) of the Plan is hereby amended and restated
in its entirety as follows:

                  (b)      Other Separation from Service. Effective as of
                           January 1, 1997, a Participant whose employment ends
                           for reasons or under circumstances other than as
                           described in subsection (a) shall receive, or begin
                           to receive, his or her Capital Accumulation within or
                           beginning within one year after the applicable date
                           set forth below:

                           (1)      with respect to a Participant whose
                                    employment with the Company terminates on or
                                    before December 31, 1993, as soon as
                                    practicable after December 31, 1996, but in
                                    no event later than December 31, 1997;

                           (2)      with respect to a Participant whose
                                    employment with the Company terminates on or
                                    before December 31, 1995, and after December
                                    31, 1993, as soon as practicable after
                                    December 31, 1997, but in no event later
                                    than December 31, 1998;

                           (3)      with respect to a Participant whose
                                    employment with the Company terminates on or
                                    before December 31, 1997, and after December
                                    31, 1995, as soon as practicable after
                                    December 31, 1998, but in no event later
                                    than December 31, 1999; and

                           (4)      with respect to a Participant whose
                                    employment with the Company terminates on or
                                    before December 31, 1998, and after December
                                    31, 1997, as soon as practicable after
                                    December 31, 1999, but in no event later
                                    than December 31, 2000; and

                           (5)      with respect to a Participant whose
                                    employment with the Company terminates after
                                    December 31, 1998, as soon as practicable
                                    and in no event later than one year after
                                    the end of the Plan Year in which his or her
                                    employment terminates.


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                  2. Section 10.01(d) of the Plan is hereby amended by inserting
the following at the end thereof:

                  Notwithstanding the foregoing, if a Participant's Capital
                  Accumulation is (i) $3,500 or less, and (ii) otherwise
                  distributable pursuant to the provisions of this Section 10.01
                  during the 1996 calendar year, such Participant may elect to
                  receive distribution of his or her Capital Accumulation as
                  soon as practicable after December 31, 1996, but in no event
                  later than December 31, 1997; provided, however, that, if, at
                  the time of such deferred distribution, such Participant's
                  Capital Accumulation is more than $3,500, such Participant
                  shall have the right to defer the date of distribution of his
                  or her benefit in accordance with the first sentence of this
                  Section 10.01(d).

                  3. Section 10.04 of the Plan is hereby amended and restated in
its entirety as follows:

                  10.04 Distribution in Cash or Company Stock.

                           (a)      Distributions Prior to January 1, 1997.
                                    Effective for distributions prior to January
                                    1, 1997, a Participant's benefits shall
                                    generally be paid in cash. In connection
                                    with such distribution, the Committee shall
                                    cause the Participant's Company Stock
                                    Account to be converted into cash based upon
                                    the then fair market value of such Company
                                    Stock, with the resulting cash and the
                                    balance of the Other Investments Account
                                    paid to the Participant or his or her
                                    Beneficiary. However, a Participant or his
                                    or her Beneficiary, as the case may be,
                                    shall have the right to demand that the
                                    Participant's benefits attributable to his
                                    or her Company Stock Account and his or her
                                    Other Investments Account be paid in the
                                    form of shares of Employer Securities,
                                    provided such a request is made in writing
                                    within sixty (60) days after the Committee
                                    furnishes notice of the Participant's right
                                    to elect the stock distribution. In that
                                    event, the Committee shall cause the
                                    Participant's Other Investments Account and
                                    any shares of Company Stock other than
                                    Employer Securities in the Participant's
                                    Company Stock Account to be converted into
                                    or exchanged for shares of Employer
                                    Securities and distributed to the
                                    Participant or his or her Beneficiary along
                                    with any shares of Employer Securities held
                                    in the Participant's Company Stock Account,
                                    provided that the value of any fractional
                                    share shall be paid in cash. Notwithstanding
                                    any other provision of this Section
                                    10.04(a), effective as of January 1, 1996,
                                    with respect to the portion of a
                                    Participant's Company Stock Account and
                                    Other Investments Account that is held in



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                                    the form of shares of the Company's Common
                                    Stock, all required minimum distributions
                                    from the Plan pursuant to Section 401(a)(9)
                                    of the Code shall be paid in the form of
                                    shares of Company Stock.

                           (b)      Distributions on or After January 1, 1997.
                                    Effective for distributions on or after
                                    January 1, 1997, a Participant's benefits
                                    shall be distributed as set forth in Section
                                    10.04(a); provided, however, that the
                                    portion of such Participant's Company Stock
                                    Account and Other Investments Account that
                                    is held in the form of shares of the
                                    Company's Common Stock shall, if the
                                    Company's Common Stock is then traded on a
                                    national securities exchange, be paid in the
                                    form of shares of Company Stock.


                    EXECUTION OF FOURTH AMENDMENT TO THE PLAN

                  To record the adoption of this Fourth Amendment to the Plan,
the Company has caused its appropriate officers to affix the Company's corporate
name and seal hereto this _____ day of _________ 1997.

                                           EDUCATION MANAGEMENT CORPORATION


                                           By:__________________________________

                                           Title:_______________________________



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