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                                                                     Exhibit 4.7

                  AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

                          DATED AS OF NOVEMBER 25, 2002

                                  BY AND AMONG

                         CONCORDE CAREER COLLEGES, INC.

                                       AND

                       THE STOCKHOLDERS IDENTIFIED HEREIN

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                  AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT

          This AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT dated as of November
25, 2002 (this "Agreement") by and among CONCORDE CAREER COLLEGES, INC., a
Delaware corporation (the "Company"); the parties identified on the signature
pages under the heading "Cahill, Warnock Parties" (the "Cahill, Warnock
Parties"); and the parties identified on the signature pages under the heading
"Other Holders" (collectively, the "Other Holders"). The Cahill, Warnock Parties
and the Other Holders are referred to herein collectively as the
"Securityholders."

          WHEREAS, the Company entered into a Convertible Preferred Stock
Purchase Agreement, dated February 25, 1997 and amended on March 20, 1997 (the
"Stock Purchase Agreement"), with the Cahill, Warnock Parties, pursuant to which
the Cahill, Warnock Parties acquired shares of the Company's Convertible
Preferred Stock on the terms and conditions set forth therein;

          WHEREAS, the Company issued and sold, and the Cahill, Warnock Parties
purchased, Debentures and Warrants pursuant to Debenture and Warrant Purchase
Agreements, between the Company and the Cahill, Warnock Parties, each dated
February 25, 1997;

          WHEREAS, the Estate of Robert F. Brozman sold, and the Cahill, Warnock
Parties purchased, 500,000 shares of common stock of the Company, pursuant to a
Stock Purchase Agreement, dated February 25, 1997, between the Company and the
Cahill, Warnock Parties;

          WHEREAS, on the date hereof, each Securityholder owns the shares of
capital stock of the Company or options exercisable for shares of capital stock
of the Company set forth opposite its name on Exhibit A hereto;

          WHEREAS, the Securityholders desire to enter in this Agreement with
the Company;

          NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, the parties hereto agree as follows:

                                   ARTICLE 1.

                                   DEFINITIONS

                    1.1  Defined Terms.  The following terms are defined as
follows:

          "Qualified Offering" shall mean the consummation of a firm-commitment
underwritten public offering pursuant to an effective registration statement
under the Securities Act covering the offer and sale of Common Stock for the
account of the Company in which (i) the net proceeds of the public offering
price equals or exceeds $20 million and (ii) the public offering price per share
of Common Stock equals or exceeds $8.00.

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          "Sale of the Company" shall mean (i) consummation of a merger or
consolidation of the Company with or into another person that is not a parent or
subsidiary of the Company as a result of which those persons who were
stockholders of the Company immediately prior to such transaction own, in the
aggregate, less than a majority of the outstanding voting capital stock of the
surviving or resulting corporation, (ii) the consummation of the sale or other
disposition of a majority of the outstanding shares of voting capital stock of
the Company to a person that is not a parent or subsidiary of the Company or
(iii) the consummation of the sale or other disposition of all or substantially
all of the Company's assets to a person that is not a parent or subsidiary of
the Company.

          "Securities Act" shall mean the Securities Act of 1933, or any similar
federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.

          "Shares" shall mean any shares of capital stock of the Company,
including, without limitation, Common Stock and Convertible Preferred Stock, now
or hereafter issued.

          "Subsidiary" shall mean any corporation of which a majority of the
outstanding voting securities or other voting equity interests are owned,
directly or indirectly, by the Company.

                                   ARTICLE 2.

                                BOARD; COMMITTEE

                   2.1 Number and Election of Directors.

              (a)   Number of Directors. Each Securityholder, who is a party to
     this Agreement shall vote or cause to be voted all shares of capital stock
     owned by it over which it has voting control and the Company shall take all
     necessary or desirable actions within its control so as to elect not more
     than six (6) directors to the Board of Directors (the "Directors") which
     shall consist of (i) four directors nominated by the Board of Directors or
     by the holders of a majority of the shares of Common Stock in accordance
     with the Company's Bylaws and who shall serve until their successors are
     duly elected and qualified, (ii) David L. Warnock ("Warnock") or, in the
     case of Warnock's death or disability, such person designated by the
     holders of a majority of the Shares held by the Cahill, Warnock Parties,
     who shall serve for a term of two (2) years, and (iii) Jack L. Brozman
     ("Brozman"), who shall serve so long as Brozman is President of Company.
     All such action shall have been taken as may be necessary to elect such a
     Board of Directors of the Company effective upon the Closing of this
     Agreement.

              (b)   Election of Nominees. At each annual meeting of stockholders
     of the Company or any special meeting called for the purpose of electing
     directors of the Company (or by consent of stockholders in lieu of any such
     meeting) or at such other time or times as the Securityholders may agree,
     the Securityholders shall vote all of their respective Shares entitled to
     vote in favor of the election of all of the persons nominated in accordance
     with Section 2.1(a) and no other person.

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               2.2  Removal of Directors. No Securityholder shall vote any
     Shares in favor of the removal of a director nominated by one or more of
     the other Securityholders hereunder unless the right of any such
     Securityholder to so designate such director shall no longer exist;
     provided, however , that upon the request of the Securityholders holding a
     majority of the Common Stock to remove a director previously nominated by
     such persons, the Securityholders shall vote all of their Shares in favor
     of (i) the removal of such director and (ii) the election of any
     replacement director as may be designated by such Securityholder(s).

               2.3  Vacancies. If any vacancy occurs in the Board because of
     death, disability, resignation, retirement or removal of a director in
     accordance with this Agreement, the Securityholder that nominated the
     person creating such vacancy shall nominate a successor, and all
     Securityholders shall vote their Shares in favor of the election of such
     successor to the Board. Any vacancy that occurs shall be filled as promptly
     as possible upon the request of the group having the right to nominate a
     person to fill such vacancy.

               2.4  Proxies. Neither the Company nor any Securityholder shall
     give any proxy or power of attorney to any person or entity that permits
     the holder thereof to vote in his discretion on any matter that may be
     submitted to the Company's stockholders for their consideration and
     approval, unless such proxy or power of attorney is made subject to and is
     exercised in conformity with the provisions of this Agreement.

               2.5  Compensation. Each Director shall be reimbursed by the
     Company for all direct out-of-pocket expenses reasonably incurred in
     connection with their services as directors and each Director shall receive
     from the Company an annual director's fee.

               2.6  Insurance. The Company agrees to obtain and maintain
     insurance, in an amount acceptable to the Directors, to indemnify each
     Director against any liability incurred by him or her arising as a result
     of his or her acting as a director of the Company.

                                   ARTICLE 3.

                               TRANSFER OF SHARES

               3.1  Restrictions on Transfer.

            (a)     So long as this Agreement is in effect, no Securityholder
shall sell, assign, transfer, give, encumber, pledge, hypothecate or in any
other way dispose of any Shares or options exercisable for Shares (any of which
being a "Transfer"), except as provided in this Agreement.

            (b)     Each Securityholder agrees that it will not Transfer any of
its Shares or options exercisable for Shares except as permitted under the
Securities Act or applicable state securities laws or any rule or regulation
promulgated thereunder. No

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Transfer in violation of this Agreement shall be made or recorded on the books
of the Company and any such Transfer shall be void and of no force or effect.
Subject to the terms of this Agreement, the Securityholders shall be entitled to
exercise all rights of ownership of their Shares and any such options, and the
transferability of any such options shall, in addition to the terms hereof, be
subject to the terms and conditions contained therein.

               3.2  Certain Permitted Transfers. The Company and the
     Securityholders acknowledge and agree that any of the following Transfers
     shall be deemed to be in compliance with this Agreement (and not subject to
     the restrictions on transfer contained in Sections 3.3 and 3.4):

           (a)      a Transfer through a sale pursuant to an effective
registration statement under the Securities Act or Rule 144 thereunder;

           (b)      a Transfer from the Cahill, Warnock Parties to any of their
partners, limited partners or employees;

           (c)      subject to Section 7.5 hereof, a Transfer upon the death of
a Securityholder to his executors, administrators and testamentary trustees; and

           (d)      subject to Section 7.5 hereof, a Transfer of Shares made for
nominal consideration or as a gift in compliance with applicable federal and
state securities laws to the Securityholder's spouse, parents or issue or to a
trust, the beneficiaries of which, or to a corporation or partnership the
stockholders or partners of which, include only the Securityholder and such
Securityholder's spouse or issue (any such transferee, together with any
transferee pursuant to this Section 3.2, being a "Permitted Transferee").

               3.3  Tag-A-Long. If at any time prior to a Qualified Offering,
     any of the Securityholders wish to sell any Shares (the "Subject Shares")
     owned by it (the "Selling Party") to any person or entity (the "Purchaser")
     other than the Permitted Transferees, the other remaining Securityholders
     (the "Remaining Securityholders") shall have the right to offer for sale to
     such Purchaser, as part of such sale by the Selling Party, the same
     proportion of the Shares owned by the Remaining Securityholders as the
     proposed sale represents with respect to the total number of Subject Shares
     that the Selling Party owns or has the right to acquire pursuant to
     outstanding options, warrants or convertible securities at the same price
     per Share and on the same terms and conditions as involved in such sale by
     the Selling Party. The Selling Party shall notify the Remaining
     Securityholders of the terms and conditions, including price, on which the
     Selling Party proposes to sell to the Purchaser ("Offer"). Each of the
     Remaining Securityholders shall notify the Selling Party of its intention
     to sell any Shares pursuant to the terms of the Offer as soon as
     practicable after receipt of the Offer, but in no event later than 30 days
     after receipt thereof. The Selling Party and the Remaining Securityholders
     intending to sell Shares hereunder (a "Participating Securityholder") shall
     sell to the Purchaser all, or at the option of the Purchaser, any part of
     the Subject Shares proposed to be sold by them at not less than

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     the price per Share and upon other terms and conditions, if any, not more
     favorable to the Purchaser than those in the Offer; provided, however, that
     any purchase of less than all of such Subject Shares by the Purchaser shall
     be made from the Selling Party and each Participating Securityholder pro
     rata based upon the number of Shares proposed to be sold by each.

               3.4 Put Option. In the event a Participating Securityholder is
     not permitted to participate or is otherwise excluded from participating in
     the sale of its Subject Shares pursuant to and in accordance with the terms
     and conditions set forth in Section 3.3 (including, without limitation, the
     Participating Securityholder failing to give notice as required
     thereunder), the Participating Securityholder shall have the right, but not
     the obligation, to require the Selling Party to purchase from such
     Participating Securityholder the same amount of Shares the Participating
     Securityholder is entitled to sell pursuant to the terms and conditions of
     Section 3.3.

                                   ARTICLE 4.

                                   TERMINATION

          This Agreement shall terminate automatically upon the consummation of
(a) a Qualified Offering, or (b) a Sale of the Company.

                                   ARTICLE 5.

                                 REPRESENTATIONS

               5.1 Representation of Company. The execution, delivery, and
     performance by the Company of this Agreement and all other agreements in
     connection with this Agreement required to be executed by the Company and
     the consummation by the Company of the transactions contemplated hereby and
     thereby, have been duly authorized by all necessary corporate action. This
     Agreement and all other agreements have been duly executed and delivered by
     the Company and constitute valid and binding obligations of the Company
     enforceable in accordance with their respective terms. The execution of and
     performance of the transactions contemplated by this Agreement and all
     other agreements and compliance with their provisions by the Company will
     not violate any provision of law and will not conflict with or result in
     any breach of any of the terms, conditions, or provisions of, or constitute
     a default under, or require a consent or waiver under, its Certificate of
     Incorporation or by-laws or any indenture, lease, agreement or other
     instrument to which the company is a party or by which it or any of its
     properties is bound, or any decree, judgment, order, statute, rule or
     regulation applicable to the Company.

               5.2 Representation of Cahill, Warnock Purchasers. The execution,
     delivery, and performance by the Cahill, Warnock Parties of this Agreement
     and all other agreements required to be executed by the Cahill, Warnock
     Parties and the consummation by the Cahill, Warnock Parties of the
     transactions contemplated hereby and thereby, have been duly authorized by
     all necessary action. This

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     Agreement and all other agreements have been duly executed and delivered by
     the Cahill, Warnock Parties and constitute valid and binding obligations of
     the Cahill, Warnock Parties enforceable in accordance with their respective
     terms. The execution of and performance of the transactions contemplated by
     this Agreement and all other agreements and compliance with their
     provisions by the Cahill, Warnock Parties will not violate any provision of
     law and will not conflict with or result in any breach of any of the terms,
     conditions, or provisions of, or constitute a default under, or require a
     consent or waiver under any agreements applicable to the Cahill, Warnock
     Parties.

               5.3 Representation of the Brozman Trust. The execution, delivery,
     and performance by the Trustee of the Robert F. Brozman Trust Under
     Agreement dated December 28, 1989 (the "Brozman Trust") of this Agreement
     and all other agreements required to be executed by the Trustee of the
     Brozman Trust and the consummation by the Trustee of the Brozman Trust of
     the transactions contemplated hereby and thereby, have been duly authorized
     by all necessary action by the Brozman Trust. This Agreement and all other
     agreements have been duly executed and delivered by the Trustee of the
     Brozman Trust and constitute valid and binding obligations of the Brozman
     Trust enforceable in accordance with their respective terms. The execution
     of and performance of the transactions contemplated by this Agreement and
     all other agreements and compliance with their provisions by the Brozman
     Trust will not violate any provision of law and will not conflict with or
     result in any breach of any of the terms, conditions, or provisions of, or
     constitute a default under, or require a consent or waiver under any
     applicable agreements applicable to the Brozman Trust.

                                   ARTICLE 6.

                                    COVENANTS

               6.1 Registration Rights. In the event the S-3 registration
     statement filed with the Securities and Exchange Commission (the
     "Commission") under Rule 415 of the Securities Act in connection with that
     certain Conversion and Exchange Agreement by and among the Cahill Warnock
     Parties and the Company, dated of even date herewith, does not remain
     effective prior to the sale of all shares of Common Stock registered
     thereunder, the holders of such Common Stock (the "Conversion Parties")
     shall have the right, but not the obligation, to:

          (a)  Demand Registration. At any time and from time to time, request,
in writing, that the Company cause the registration of all or at least 250,000
shares of the Common Stock issued (the "Demand"). The Company shall promptly
thereafter (and in any event within 10 days after its receipt of such Demand)
cause to be prepared an amended registration statement, file the amended
registration statement within 60 days after the date of such request (45 days in
the case of a Form S-3) (using Form S-3 or other "short form," if available and
advised by counsel), to the end that such Common Stock may be sold thereunder as
soon as it becomes effective, and the Company will use

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     its reasonable best efforts to ensure that a distribution of the Common
     Stock pursuant to the amended registration statement may continue for up to
     nine months from the date of the effective date of the amended registration
     statement. Such registration shall hereinafter be called a "Demand
     Registration." The Demand Registration includes the right of the Conversion
     Parties to require the Company to file a registration statement on Form S-3
     (or if Form S-3 is unavailable to the Company, such other form as is
     available) for an offering to be made on a continuous basis pursuant to a
     "shelf" registration statement under Rule 415 promulgated under the
     Securities Act. The Conversion Parties shall be entitled to request one
     Demand Registration. A Demand Registration shall not count as such until a
     registration statement becomes effective and remains effective for nine
     months or until all of the shares thereunder are sold; provided, that if,
     after it has become effective, the offering pursuant to the registration
     statement is interfered with by any stop order, injunction or other order
     or requirement of the Commission or any other governmental authority, such
     registration be deemed not to have been effected unless such stop order,
     injunction or other order shall subsequently have been vacated or otherwise
     removed. The Conversion Parties shall select the underwriters of any
     offering pursuant to a registration statement filed pursuant to this
     Section 6.1(a), subject to the approval of the Company, which approval
     shall not be unreasonably withheld. Any selected underwriter shall be a
     well-recognized firm in good standing.

               (b)  "Piggyback" Registration Rights. Subject to applicable stock
     exchange rules and securities regulations, at least 30 days prior to any
     public offering of any of its Common Stock for the account of the Company
     or any other person (other than a registration statement on Form S-4 or S-8
     (or any successor forms under the Securities Act) or other registrations
     relating solely to employee benefit plans or any transaction governed by
     Rule 145 of the Securities Act), other than pursuant to the exercise of any
     Demand Registration pursuant to Section 6.1(a), the Company shall give
     written notice of such proposed filing and of the proposed date thereof to
     the remaining Securityholders and if, on or before the twentieth (20th) day
     following the date on which such notice is given, the Company shall receive
     a written request from any such Securityholder requesting that the Company
     include among the securities covered by such registration statement any
     Shares of Common Stock, or the exercise of options to purchase Common Stock
     owned by such Securityholder for offering for sale in a manner and on terms
     set forth in such request, the Company shall include such Shares in such
     registration statement, if filed, so as to permit such Shares to be sold or
     disposed of in the manner and on the terms of the offering thereof set
     forth in such request. Each such registration shall hereinafter be called a
     "Piggyback Registration." The Company shall select the underwriters of any
     offering pursuant to a registration statement filed pursuant to this
     Section 6.1(b), subject to the approval of the Securityholders, which
     approval shall not be unreasonably withheld.

               (c)  Terms, and Conditions of Registration or Qualification. In
     connection with any registration statement filed pursuant to Sections
     6.1(a) or 6.1(b) hereof, the following provisions shall apply.

                    (i)  The obligations of the Company to use its reasonable
          best efforts to cause the registration of Shares under the Securities
          Act are subject to

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          the limitation, condition and qualification that the Company shall be
          entitled to postpone for a reasonable period of time (but not
          exceeding 90 days in any one year period) the filing of any
          registration statement otherwise required to be filed by it if the
          Company in good faith determines that such registration and offering
          would (A) interfere with any financing, acquisition, corporate
          reorganization or other material transaction or event involving the
          Company or any of its subsidiaries or (B) require premature disclosure
          thereof or of conditions, circumstances or events affecting the
          Company or the Company's industry which are not yet fully developed or
          ripe for disclosure, in which event the Company shall promptly give
          the Securityholders requesting registration thereof written notice of
          such determination and an approximation of the anticipated delay. If
          the Company shall so postpone the filing of a registration statement,
          the Securityholders requesting registration shall have the right to
          withdraw the request for registration by giving written notice to the
          Company within 30 days after receipt of the notice of postponement
          and, in the event of such withdrawal, such request shall not be
          counted for purposes of the requests for registration to which
          Securityholders are entitled under this Agreement.

                    (ii)  If the managing underwriter advises that the inclusion
          in such registration or qualification of some or all of the Shares
          sought to be registered exceeds the number (the "Saleable Number")
          that can be sold in an orderly fashion or without adversely affecting
          the offering, then the number of Shares offered shall be limited to
          the Saleable Number and shall be allocated as follows:

                          (A) If such registration is being effected pursuant to
               a Piggyback Registration, (1) first, all the Shares the Company
               (or in the exercise of demand registration rights by other
               stockholders of the Company, the selling stockholder(s)
               exercising such rights) proposes to register and (2) second, the
               difference between the Saleable Number and the number to be
               included pursuant to clause (1) above, allocated to the
               Securityholders pro rata on the basis of the relative number of
               Shares offered for sale by each Securityholder; and

                          (B) if such registration is being effected pursuant to
               a Demand Registration, (1) first, the entire Saleable Number
               allocated first to the Conversion Parties pro rata on the basis
               of the relative number of Shares offered for sale by each such
               Conversion Party, and then among all other selling
               Securityholders pro rata on the basis of the relative number of
               Shares offered for sale by each such Securityholder and (2)
               second, the difference (if positive) between the Saleable Number
               and the number to be included pursuant to clause (1) above,
               allocated to the Company.

                    (iii) The selling Securityholders will promptly provide the
          Company with such information as the Company shall reasonably request
          in order to prepare such registration statement and, upon the
          Company's request, each selling Securityholder shall provide such
          information in writing and signed by

<PAGE>

     such holder and stated to be specifically for inclusion in the registration
     statement. In the event that the distribution of the Shares covered by the
     registration statement shall be effected by means of an underwriting, the
     right of any selling Securityholder to include its Shares in such
     registration shall be conditioned on such holder's execution and delivery
     of a customary underwriting agreement with respect thereto; provided,
     however, that except with respect to information concerning such holder and
     such holder's intended manner of distribution of the Shares, no selling
     Securityholder shall be required (as a selling Securityholder exercising
     registration rights) to make any representations or warranties in such
     agreement as a condition to the inclusion of its Shares in such
     registration.

               (iv)   The Company shall bear all expenses in connection with the
     preparation of any registration statement filed pursuant to Section 6.1(a),
     including the fees and disbursements of one counsel for the selling
     Securityholders.

               (v)    The Company shall bear all expenses in connection with the
     preparation of any registration statement filed pursuant to Section 6.1(b),
     excluding (A) the fees and disbursements of counsel for the selling
     Securityholders, and (B) the underwriting fees, discounts or commissions
     with respect to Shares of the selling Securityholders, which shall be borne
     by the selling Securityholders.

               (vi)   Following the effective date of such registration
     statement, the Company shall, upon the request of the selling
     Securityholders, forthwith supply such number of prospectuses (including
     preliminary prospectuses and amendments and supplements thereto) meeting
     the requirements of the Securities Act or such other securities laws where
     the registration statement or prospectus has been filed and such other
     documents as are referred to in the registration statement as shall be
     requested by the selling Securityholders to permit such holders to make a
     public distribution of their Shares, provided that the selling
     Securityholders furnish the Company with such appropriate information
     relating to such holders' intentions in connection therewith as the Company
     shall reasonably request in writing.

               (vii)  The Company shall prepare and file such amendments and
     supplements to such registration statement as may be necessary to keep such
     registration statement effective and to comply with the provisions of the
     Securities Act or such other securities laws where the registration
     statement has been filed with respect to the offer and sale or other
     disposition of the shares covered by such registration statement during the
     period required for distribution of the Shares, which period shall not be
     in excess of nine (9) months from the effective date of such registration
     statement.

               (viii) The Company shall use its reasonable best efforts to
     register or qualify the Shares of the selling Securityholders covered by
     any such registration statement under such securities or Blue Sky laws in
     such jurisdictions

<PAGE>

     as the Securityholders may reasonably request; provided, however, that the
     Company shall not be required to execute a general consent to service of
     process or to qualify to do business as a foreign corporation in any
     jurisdiction where it is not so qualified in order to comply with such
     request.

               (ix)   In connection with any registration pursuant to Article 6,
     the Company will as expeditiously as possible:

                      (A)  cause the Shares covered by such registration
          statement to be registered with or approved by such other governmental
          agencies or authorities as may be necessary by virtue of the business
          and operations of the Company to enable the selling Securityholders to
          consummate the disposition of such Shares;

                      (B)  notify each selling Securityholder at any time of the
          happening of any event as a result of which the prospectus included in
          such registration statement contains an untrue statement of a material
          fact or omits to state any material fact required to be stated therein
          or necessary to make the statements therein not misleading, and the
          Company will prepare a supplement or amendment to such prospectus so
          that, as thereafter delivered to the purchasers of such Shares, such
          prospectus will not contain an untrue statement of a material fact or
          omit to state any material fact required to be stated therein or
          necessary to make the statements therein not misleading;

                      (C)  cause all Shares covered by the registration
          statement to be listed on each securities exchange on which similar
          securities issued by the Company are then listed and, unless the same
          already exists, provide a transfer agent, registrar and CUSIP number
          for all such Shares not later than the effective date of the
          registration statement;

                      (D)  enter into such customary agreements (including an
          underwriting agreement in customary form) and take all such other
          actions as the holders of a majority of the voting power of the Shares
          being sold or the underwriters retained by such holders, if any,
          reasonably request in order to expedite or facilitate the disposition
          of such Shares;

                      (E)  make available for inspection by any selling
          Securityholder, any underwriter participating in any disposition
          pursuant to such registration statement, and any attorney, accountant
          or other agent retained by any such seller or underwriter
          (collectively, the "Inspectors"), all financial and other records,
          pertinent corporate documents and properties of the Company as shall
          be necessary to enable them to exercise their due diligence
          responsibility, and cause the Company's officers, directors and
          employees to supply all information reasonably requested by any such
          Inspector in connection with such registration statement,

<PAGE>

          provided that such Inspectors shall have first executed and delivered
          to the Company a confidentiality agreement in customary form
          protecting the confidentiality of such information;

                      (F)  obtain "cold comfort" letters and updates thereof
          from the Company's independent public accountants and an opinion from
          the Company's counsel in customary form and covering such matters of
          the type customarily covered by "cold comfort" letters and opinion of
          counsel, respectively, as the holders of a majority of the voting
          power of the Shares of the selling Securityholders shall reasonably
          request; and

                      (G)  otherwise comply with all applicable rules and
          regulations of the Commission, and make available to its
          Securityholders, as soon as reasonably practicable, an earnings
          statement covering a period of 12 months, beginning within three
          months after the effective date of the registration statement, which
          earnings statement shall satisfy the provisions of Section 11(a) of
          the Securities Act and Rule 158 thereunder.

               (x)    Each selling Securityholder agrees that, upon receipt of
     any notice from the Company of the happening of any event of the kind
     described in Section 6.1(c)(ix)(B), such holder will forthwith discontinue
     disposition of its Shares pursuant to the registration statement covering
     such Shares until such holder's receipt of the copies of the supplemented
     or amended prospectus contemplated by such Section 6.1(c)(ix)(B) and, if so
     directed by the Company, such holder will deliver to the Company (at the
     Company's expense) all copies, other than permanent file copies then in
     such holder's possession, of the prospectus covering such Shares current at
     the time of receipt of such notice.

          (d)  Exceptions to Registration Obligations. The Company, however,
shall not be required to effect any registration of Shares pursuant to Section
6.1(a) or Section 6.1(b) hereof if it shall deliver to the selling
Securityholders requesting such registration an opinion of counsel reasonably
satisfactory to such selling Securityholder to the effect that all such Shares
held by such selling Securityholder may be sold in the public market pursuant to
Rule 144(k) and without registration under the Securities Act and any applicable
state securities laws.

          (e)  Transfer Restrictions. The transfer restrictions contained in
Article 3 of this Agreement shall not apply to any offering of Shares pursuant
to this Section 6.1.

          (f)  Indemnification.

               (i)    In the event of the registration or qualification of any
     Shares of the Securityholders under the Securities Act or any other
     applicable securities laws pursuant to the provisions of this Section 6.1,
     the Company agrees to indemnify and hold harmless each Securityholder
     (including its officers, directors, members, stockholders, partners, legal
     counsel and accountants) thereby offering such Shares for sale (a
     "Seller"), underwriter, broker or dealer, if any, of

<PAGE>

     such Shares, and each other person, if any, who controls any such Seller,
     underwriter, broker or dealer within the meaning of the Securities Act or
     any other applicable securities laws, from and against any and all losses,
     claims, damages or liabilities (or actions in respect thereof), joint or
     several, to which such Securityholders, underwriter, broker or dealer or
     controlling person may become subject under the Securities Act or any other
     applicable securities laws or otherwise, insofar as such losses, claims,
     damages or liabilities (or actions in respect thereof) arise out of or are
     based upon any untrue statement or alleged untrue statement of any material
     fact contained in any registration statement under which such Shares were
     registered or qualified under the Securities Act or any other applicable
     securities laws, any preliminary prospectus or final prospectus relating to
     such Shares, or any amendment or supplement thereto, or arise out of or are
     based upon the omission or alleged omission to state therein a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, or any violation by the Company of any rule or
     regulation under the Securities Act or any other applicable securities laws
     applicable to the Company or relating to any action or inaction required by
     the Company in connection with any such registration or qualification and
     will reimburse each such Securityholders, underwriter, broker or dealer and
     each such controlling person for any legal or other expenses reasonably
     incurred by such Securityholders, underwriter, broker or dealer or
     controlling person in connection with investigating or defending any such
     loss, claim, damage, liability or action; provided, however, that the
     Company will not be liable in any such case to the extent that any such
     loss, claim, damage or liability arises out of or is based upon an untrue
     statement or omission made in such registration statement, such preliminary
     prospectus, such final prospectus or such amendment or supplement thereto
     or violation in reliance upon and in conformity with written information
     furnished to the Company by such Securityholders, underwriter, broker,
     dealer or controlling person specifically and expressly for use in the
     preparation thereof; and provided, further, that the Company shall not be
     liable to any person who participates as an underwriter in the offering or
     sale of Shares or any other person, if any, who controls such underwriter
     within the meaning of the Securities Act, in any such case to the extent
     that any such loss, claim, damage, liability (or action or proceeding in
     respect thereof) or expense arises out of such person's failure to send or
     give a copy of the final prospectus, as the same may be then supplemented
     or amended, to the person asserting an untrue statement or alleged untrue
     statement or omission or alleged omission at or prior to the written
     confirmation of the sale of Shares to such person if such statement or
     omission was corrected in such final prospectus so long as such final
     prospectus, and any amendments or supplements thereto, have been furnished
     to such underwriter.

               (ii)   In the event of the registration or qualification of any
     Shares of the Securityholders under the Securities Act or any other
     applicable securities laws for sale pursuant to the provisions of this
     Section 6.1, each selling Securityholder, each underwriter, broker and
     dealer, if any, of such Shares, and each other person, if any, who controls
     any such selling Securityholder, underwriter, broker or dealer within the
     meaning of the Securities Act, agrees

<PAGE>

     severally, and not jointly to indemnify and hold harmless the Company, each
     person who controls the Company within the meaning of the Securities Act,
     and each officer and director of the Company from and against any and all
     losses, claims, damages or liabilities (or actions in respect thereof),
     joint or several, to which the Company, such controlling person or any such
     officer or director may become subject under the Securities Act or any
     other applicable securities laws or otherwise, insofar as such losses,
     claims, damages or liabilities (or actions in respect thereof) arise out of
     or are based upon any untrue statement of any material fact contained in
     any registration statement under which such Shares were registered or
     qualified under the Securities Act or any other applicable securities laws,
     any preliminary prospectus or final prospectus relating to such Shares, or
     any amendment or supplement thereto, or arise out of or are based upon an
     untrue statement or the omission to state therein a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading or any violation by the Company of any rule or regulation under
     the Securities Act or any other applicable securities laws applicable to
     the Company or relating to any action or inaction required by the Company
     in connection with any such registration or qualification and will
     reimburse each such Securityholders, underwriter, broker or dealer and each
     such controlling person for any legal or other expenses reasonably incurred
     by such Securityholders, underwriter, broker or dealer or controlling
     person in connection with investigating or defending any such loss, claim,
     damage, liability or action, which untrue statement or omission or
     violation was made therein in reliance upon and in conformity with written
     information furnished to the Company by such selling Securityholder,
     underwriter, broker, dealer or controlling person specifically for use in
     connection with the preparation thereof, and will reimburse the Company,
     such controlling person and each such officer or director for any legal or
     any other expenses reasonably incurred by them in connection with
     investigating or defending any such loss, claim, damage, liability or
     action; provided, however, that no selling Securityholder will be liable
     under this Section 6.1(f)(ii) for any amount in excess of the net proceeds
     paid to such selling Securityholder of Shares sold by it unless such
     liability arises from such written information furnished to the Company
     with knowledge of its misleading nature or an intent to defraud.

               (iii)  Promptly after receipt by a person entitled to
     indemnification under this Section 6.2(f) (an "indemnified party") of
     notice of the commencement of any action or claim relating to any
     registration statement filed under Section 6.1(a) or 6.1(b) or as to which
     indemnity may be sought hereunder, such indemnified party will, if a claim
     for indemnification hereunder in respect thereof is to be made against any
     other parry hereto (an "indemnifying party"), give written notice to such
     indemnifying party of the commencement of such action or claim, but the
     omission to so notify the indemnifying party will not relieve the
     indemnifying party from any liability that it may have to any indemnified
     party otherwise than pursuant to the provisions of this Section 6.2(f) and
     shall also not relieve the indemnifying party of its obligations under this
     Section 6.2(f) except to the extent that the indemnifying party is actually
     prejudiced thereby. In case any such action is brought against an
     indemnified

<PAGE>

     party, and it notifies an indemnifying party of the commencement thereof,
     the indemnifying party will be entitled (at its own expense) to participate
     in and, to the extent that it may wish, jointly with any other indemnifying
     party similarly notified, to assume the defense, with counsel reasonably
     satisfactory to such indemnified party, of such action and/or to settle
     such action and, after notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof, the
     indemnifying party will not be liable to such indemnified party for any
     legal or other expenses subsequently incurred by such indemnified party in
     connection with the defense thereof, other than the reasonable cost of
     investigation; provided, however, that no indemnifying party shall enter
     into any settlement agreement without the prior written consent of the
     indemnified party unless such indemnified party is fully released and
     discharged from any such liability. Notwithstanding the foregoing, the
     indemnified party shall have the right to employ its own counsel in any
     such case, but the fees and expenses of such counsel shall be at the
     expense of such indemnified party unless (A) the employment of such counsel
     shall have been authorized in writing by the indemnifying party in
     connection with the defense of such suit, action, claim or proceeding, (B)
     the indemnifying party shall not have employed counsel (reasonably
     satisfactory to the indemnified party) to take charge of the defense of
     such action, suit, claim or proceeding, or (C) such indemnified party shall
     have reasonably concluded, based upon the advice of counsel, that there may
     be defenses available to it that are different from or additional to those
     available to the indemnifying party which, if the indemnifying party and
     the indemnified party were to be represented by the same counsel, could
     result in a conflict of interest for such counsel or materially prejudice
     the prosecution of the defenses available to such indemnified party. If any
     of the events specified in clauses (A), (B) or (C) of the preceding
     sentence shall have occurred or shall otherwise be applicable, then the
     fees and expenses of one counsel or firm of counsel selected by a majority
     in interest of the indemnified parties (and reasonably acceptable to the
     indemnifying party) shall be borne by the indemnifying party. If, in any
     such case, the indemnified parry employs separate counsel, the indemnifying
     party shall not have the right to direct the defense of such action, suit,
     claim or proceeding on behalf of the indemnified party and the indemnified
     party shall assume such defense and/or settle such action; provided,
     however, that an indemnifying party shall not be liable for the settlement
     of any action, suit, claim or proceeding effected without its prior written
     consent, which consent shall not be unreasonably withheld.

                                   ARTICLE 7.

                                  MISCELLANEOUS

               7.1  Certificate Legend. Upon execution of this Agreement, the
     stock certificates representing Shares held by the Stockholders shall
     contain substantially the following legend, in addition to any other
     legends deemed reasonably appropriate or necessary by the Company:

<PAGE>

     "This certificate is transferable only upon compliance with and
     subject to the provisions of a Stockholders' Agreement among the
     Company and certain Securityholders, a copy of which Agreement is on
     file in the office of the Secretary of the Company at its principal
     place of business. The Company will furnish a copy of such Agreement
     to the record holder of this Certificate, without charge, upon written
     request to the Company at its principal place of business or
     registered office."

               7.2  Negotiable Form. Whenever any Shares are to be delivered or
     sold pursuant to this Agreement, the person selling such Shares shall
     deliver such certificates or other instruments duly endorsed or accompanied
     by appropriate stock powers or assignments separate from the certificate or
     instrument.

               7.3  Enforcement. No Shares shall be Transferred on the books of
     the Company and no Transfer thereof shall be effective unless and until the
     terms and provisions of this Agreement are complied with, and in cases of
     violation of this agreement by the attempted Transfer of the Shares without
     compliance with the terms and provisions thereof, such Transfer shall be
     invalid and of no effect, and the Company and/or any of the Securityholders
     who are not attempting to Transfer the Shares shall have the right to
     compel the Securityholder who is attempting to Transfer the Shares, and/or
     the purported transferee, to Transfer and deliver the same in accordance
     with the applicable provisions of this Agreement.

               7.4  Specific Performance. The parties hereto recognize that it
     is to the benefit of the Company and the Securityholders that this
     Agreement be carried out; and for those and other reasons, the parties
     hereto would be irreparably damaged if this Agreement is not specifically
     enforced in the event of a breach hereof. If any controversy concerning the
     rights or obligations to purchase or sell any Shares arises, or if this
     Agreement is breached, the parties hereto hereby agree that remedies at law
     might be inadequate and that, therefore, such rights and obligations, and
     this Agreement, shall be enforceable by specific performance. The remedy of
     specific performance shall not be an exclusive remedy, but shall be
     cumulative of all other rights and remedies of the parties hereto at law,
     in equity or under this Agreement.

               7.5  Transferees. The Company and the Securityholders shall cause
     any transferee of any Shares or options exercisable for shares held by any
     Securityholder to execute a consent, in form and substance reasonably
     acceptable to the Company, to be bound by the terms and conditions of this
     Agreement and upon execution thereof such future Securityholder shall be
     entitled to the rights of an owner of the Shares held by such transferee
     hereunder, provided that the foregoing shall not apply to Shares that have
     been sold pursuant to an effective registration statement under the
     Securities Act or Rule 144 thereunder.

<PAGE>

               7.6  Notices. Any notices or other communications required or
     permitted hereunder shall be sufficiently given if in writing and
     delivered in person, transmitted by telecopier or sent by registered
     or certified mail (return receipt requested) or recognized overnight
     delivery service, postage pre-paid, addressed as follows, or to such
     other address as any such party may notify to the other parties in
     writing:

          (a)  if to the Company:

               CONCORDE CAREER COLLEGES, INC.
               MISSION CORPORATE CENTRE
               5800 FOX RIDGE DRIVE, SUITE 500
               MISSION, KANSAS 66202
               ATTN: JACK L. BROZMAN

               WITH A COPY TO:

               BRYAN CAVE LLP
               3500 ONE KANSAS CITY PLACE
               1200 MAIN STREET
               KANSAS CITY, MISSOURI  64105
               ATTN: THOMAS W. VAN DYKE

          (b)  if to the Cahill, Warnock Parties:

               C/O CAHILL, STRATEGIC PARTNERS, L.P.
               ONE SOUTH STREET, SUITE 2150
               BALTIMORE, MARYLAND 21202
               ATTN: DAVID WARNOCK
               FACSIMILE NO.: (410) 895-3805

               WITH A COPY TO:

               WILMER, CUTLER & PICKERING
               1600 TYSONS BLVD.
               MCLEAN, VIRGINIA 22102
               ATTN: GREGORY J. EWALD, ESQUIRE
               FACSIMILE NO.: (703) 251-9797

          (c)  if to any of the Other Holders, to the respective Other Holder as
set forth below:

               JACK L. BROZMAN
               8607 CEDAR
               PRAIRIE VILLAGE, KANSAS 66207

               THE BROZMAN TRUST
               C/O JACK L. BROZMAN

<PAGE>

               MISSION CORPORATE CENTRE
               5800 FOX RIDGE DRIVE, SUITE 500
               MISSION, KANSAS 66202

A NOTICE OR COMMUNICATION WILL BE EFFECTIVE (I) IF DELIVERED IN PERSON OR BY
OVERNIGHT COURIER, ON THE BUSINESS DAY IT IS DELIVERED, (II) IF TRANSMITTED BY
TELECOPIER, ON THE BUSINESS DAY OF ACTUAL CONFIRMED RECEIPT BY THE ADDRESSEE
THEREOF, AND (III) IF SENT BY REGISTERED OR CERTIFIED MAIL, 3 BUSINESS DAYS
AFTER DISPATCH.

               7.7  Binding Effect; Assignment. This Agreement, including the
     rights and conditions contained herein in connection with disposition
     of Shares, shall be binding upon the parties hereto, together with
     their respective executors, administrators, successors, personal
     representatives, heirs and assigns permitted under this Agreement.

               7.8  Governing Law. This Agreement shall be governed by, and
     construed in accordance with, the laws of the State of Delaware.

               7.9  Severability. If any provision of this Agreement is held to
     be illegal, invalid or unenforceable under present or future laws
     effective during the term hereof, such provisions shall be fully
     severable and this Agreement shall be construed and enforced as if
     such illegal, invalid or unenforceable provision never comprised a
     part hereof; and the remaining provisions hereof shall remain in full
     force and effect and shall not be affected by the illegal, invalid or
     unenforceable provision or by its severance herefrom. Furthermore, in
     lieu of such illegal, invalid or unenforceable provision, there shall
     be added automatically as part of this Agreement, a provision as
     similar in its terms to such illegal, invalid or unenforceable
     provision as may be possible and be legal, valid and enforceable.

               7.10 Entire Agreement. This Agreement embodies the entire
     agreement and understanding between the parties hereto with respect to
     the subject matter hereof and supersedes all prior agreements and
     understandings relating to the subject matter hereof.

               7.11 Counterparts. This Agreement may be executed in
     counterparts, each of which shall be deemed an original, but all of
     which together shall constitute one instrument.

               7.12 Amendments; Waiver. This Agreement may be amended, modified
     or supplemented only by a written instrument executed by the Company
     and the Securityholders.

               7.13 Captions. The captions of this Agreement are for convenience
     of reference only and shall not limit or otherwise affect any of the

<PAGE>

     terms or provisions hereof.

        [BALANCE OF PAGE LEFT BLANK INTENTIONALLY -- SIGNATURE PAGE
                                  FOLLOWS]

<PAGE>

                   STOCKHOLDERS' AGREEMENT SIGNATURE PAGE

               IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

                                         CONCORDE CAREER COLLEGES, INC.


                                         By: /s/ Jack L. Brozman
                                             --------------------
                                             Name:  Jack L. Brozman
                                             Title: President


                                         CAHILL, WARNOCK PARTIES:

                                         CAHILL, WARNOCK STRATEGIC PARTNERS
                                         FUND, L.P.

                                         By: CAHILL WARNOCK STRATEGIC
                                             PARTNERS, L.P., its General Partner

                                         By: /s/ David L. Warnock
                                             -----------------------------------
                                             Name:  David L. Warnock
                                             Title: a General Partner


                                         STRATEGIC ASSOCIATES, L.P.

                                         By: CAHILL, WARNOCK STRATEGIC PARTNERS,
                                         L.P., its General Partner


                                         By: /s/ David L. Warnock
                                             -----------------------------------
                                             Name:  David L. Warnock
                                             Title: A General Partner

                                    S-1

<PAGE>

                                         OTHER HOLDERS:


                                         JACK L. BROZMAN, in his individual
                                         capacity


                                         By:         /s/ Jack L. Brozman
                                              ----------------------------------


                                         ROBERT F. BROZMAN TRUST UNDER AGREEMENT
                                         DATED DECEMBER 28, 1989


                                         By:         /s/ Jack L. Brozman
                                              ----------------------------------
                                              Jack L. Brozman, Trustee

                                    S-2