<PAGE>

                  CONVERSION AND EXCHANGE AGREEMENT                  Exhibit 4.8

THIS AGREEMENT, dated November 25, 2002, is by and among CONCORDE CAREER
COLLEGES, INC., a Delaware corporation (the "Company") and the following holders
(the "Holders") of Class B voting convertible preferred stock of the Company
(the "Preferred Stock"):

  ------------------------------------------------------------------------------
        Name of Holder                      Description of Preferred Stock
  ------------------------------------------------------------------------------
  Cahill, Warnock Strategic Partners   50,414 shares Class B Voting Convertible
  Fund, L.P.                           Preferred Stock

  Strategic Associates, L.P.           2,895 shares Class B Voting Convertible
                                       Preferred Stock
  ------------------------------------------------------------------------------

Background of the Agreement

          (a) The Company, in an effort to streamline its equity structure in
     order to enhance long term stockholder value and to position the Company
     for a listing on the NASDAQ National Market, desires to restructure its
     capital stock by converting the Preferred Stock to common stock of the
     Company.

          (b) In order to implement the capitalization restructuring, the
     Company has requested that the Holders agree to such conversion of the
     Preferred Stock.

          (c) To complete the capitalization restructuring and to allow the
     Company to increase long term stockholder value and position itself for
     listing on the NASDAQ National Market, the Holders are willing to agree to
     such exchange and conversion of the Preferred Stock pursuant to the terms
     and conditions set forth in this Agreement.

                                    Agreement

On the basis of the foregoing, it is agreed as follows:

             CONVERSION OF PREFERRED STOCK. SUBJECT TO THE TERMS AND
         CONDITIONS SET FORTH IN THIS AGREEMENT, ON THE CONVERSION DATE
       (AS DEFINED IN SECTION 5(A) BELOW) (A) THE PREFERRED STOCK SHALL BE
          CONVERTED (THE "CONVERSION") INTO THAT NUMBER OF SHARES (THE
           "CONVERTED SHARES") OF THE COMMON STOCK OF THE COMPANY, PAR
         VALUE $0.10 PER SHARE ("COMMON STOCK"), APPEARING OPPOSITE EACH
            HOLDER'S NAME ON SCHEDULE 1 ATTACHED HERETO; AND (B) THE
            COMPANY SHALL PAY EACH HOLDER A CASH PAYMENT IN AN AMOUNT
        THAT IS EQUAL TO $4.08 PER SHARE OF PREFERRED STOCK BENEFICIALLY
              OWNED BY SUCH HOLDER UPON THE CONVERSION DATE, (THE
          "ACCELERATED DIVIDEND PAYMENT"). NOTWITHSTANDING ANYTHING TO
           THE CONTRARY CONTAINED WITHIN THE COMPANY'S CERTIFICATE OF
           DESIGNATION, AS AMENDED, THE PARTIES HERETO AGREE THAT THE
          ACCELERATED DIVIDEND PAYMENT INCLUDES ALL DIVIDEND PAYMENTS
         OWED TO THE HOLDERS THROUGH THE YEARS ENDED DECEMBER 31, 2002
                             AND DECEMBER 31, 2003.

<PAGE>

          DELIVERY OF PREFERRED STOCK CERTIFICATES. TOGETHER WITH THIS
             AGREEMENT, EACH HOLDER SHALL DELIVER TO THE COMPANY THE
         CERTIFICATE OR CERTIFICATES REPRESENTING THE PREFERRED STOCK,
         DULY ENDORSED FOR TRANSFER TO THE COMPANY OR ACCOMPANIED BY A
               DULY EXECUTED STOCK POWER IN FAVOR OF THE COMPANY
        (COLLECTIVELY, THE "PREFERRED STOCK CERTIFICATES"). THE COMPANY
           AGREES TO HOLD THE PREFERRED STOCK CERTIFICATES UNTIL THE
           CONVERSION DATE AND TO PROMPTLY RETURN THE PREFERRED STOCK
          CERTIFICATES TO THE RESPECTIVE HOLDERS IF THIS AGREEMENT IS
         TERMINATED PRIOR TO THE CONVERSION DATE. IF THE PREFERRED STOCK
             CERTIFICATES ARE NOT BEING DELIVERED TOGETHER WITH THIS
              AGREEMENT, THE HOLDERS AGREE TO PROMPTLY DELIVER THE
        PREFERRED STOCK CERTIFICATES TO, OR AS DIRECTED BY, THE COMPANY.

          REPRESENTATIONS BY THE COMPANY. THE COMPANY HEREBY REPRESENTS
                    AND WARRANTS TO THE HOLDERS AS FOLLOWS:

          (a) The Company is a corporation duly organized, validly existing and
     in good standing under the laws of its state of incorporation.

          (b) The Converted Shares have been duly authorized and, upon delivery
     to each Holder of the Common Stock Certificates pursuant to Section 5(b)
     below, will be validly issued and outstanding, fully paid and
     non-assessable shares of Common Stock of the Company.

          (c) The Company has all requisite corporate power and authority to
     execute and deliver this Agreement and to consummate the transactions
     contemplated hereby. This Agreement has been duly and validly executed and
     delivered by the Company and constitutes the legal, valid and binding
     agreement of the Company, enforceable against it in accordance with its
     terms.

          (d) After making due inquiry, neither this Agreement, nor any Schedule
     nor any instruments delivered by the Company or its representatives to the
     Holders in connection with this Agreement or the transactions contemplated
     hereby contains any untrue statement of a material fact or omits to state a
     material fact necessary to make the statements herein or therein not
     misleading.

          (e) Each form, report, schedule, registration statement and definitive
     proxy statement filed by the Company with the Securities and Exchange
     Commission ("SEC") prior to the date hereof (as such documents have been
     amended prior to the date hereof, the "SEC Reports"), as of their
     respective dates, complied in all material respects with the applicable
     requirements of the Securities Act of 1933, as amended, and the Securities
     Exchange Act of 1934, as amended and the rules and regulations promulgated
     thereunder applicable to such SEC Reports, and none of the SEC Reports when
     filed (or if amended or superseded by a filing prior to the date hereof,
     then on the date of such filing) contained any untrue statement of a
     material fact or omitted to state a material fact required to be stated
     therein or necessary in order to make the statements therein, in light

<PAGE>

     of the circumstances under which they were made, not misleading. The
     audited financial statements and unaudited interim financial statements of
     the Company included in the SEC Reports as of their respective dates comply
     as to form in all material respects with applicable accounting requirements
     and the published rules and regulations of the SEC with respect thereto,
     have been prepared in accordance with generally accepted accounting
     principles (except, in the case of unaudited statements, as permitted by
     Form 10-Q of the SEC) applied on a consistent basis during the periods
     involved (except as may be indicated in the notes thereto) and fairly
     present in all material respects the consolidated financial position of the
     Company and its subsidiaries as of the dates thereof and the consolidated
     results of their operations, stockholders' equity and cash flows for the
     periods then ended (subject, in the case of unaudited statements, to normal
     and recurring year-end audit adjustments not material in amount). None of
     the Company's subsidiaries has filed, or is obligated to file, any forms,
     reports, schedules, statements or other documents with the SEC. The
     adoption of any SEC rule, regulation or Staff Accounting Bulletin effective
     on or after January 1, 2000, has not adversely impacted and will not
     adversely impact, in any material respect, the amount or timing of revenue
     recognition by the Company or any of its subsidiaries as compared to their
     respective prior revenue recognition practices. Neither the Company nor any
     of its subsidiaries has any liabilities or obligations of any nature
     (whether accrued, absolute, contingent or otherwise), other than
     liabilities and obligations (i) fully reflected or reserved against in the
     financial statements included in the SEC Reports, or (ii) incurred since
     September 30, 2002 in the ordinary course of business.

               REPRESENTATIONS BY THE HOLDERS. EACH HOLDER HEREBY
               REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS:

          (a) It is the record and beneficial owner of the Preferred Stock, and
     such ownership is free and clear of any liens or encumbrances of any kind.

          (b) It has all requisite power and authority to execute and deliver
     this Agreement and to consummate the transactions contemplated hereby. This
     Agreement has been duly and validly executed and delivered by such Holder
     and constitutes the legal, valid and binding agreement of the Holder,
     enforceable against the Holder in accordance with its terms.

                  CONVERSION DATE; CONDITIONS TO EFFECTIVENESS.

          (a)  The second business day following the day a shelf registration
               covering the Converted Stock and Common Stock held by the Holders
               (the "Shelf Registration") has been declared effective shall be
               referred to as the "Conversion Date." On the Conversion Date,
               subject to the satisfaction or waiver of the conditions set forth
               below, (A) the Company shall (y) cause the Conversion to occur
               pursuant to Section 1 hereof; and (z) pay by wire transfer of
               immediately available funds the Accelerated Dividend Payment as
               set forth in Section 1 hereof; and (B) the Holders shall deliver
               the Preferred Stock Certificates pursuant to Section 2 hereof.

<PAGE>

          (b)  The obligation of each Holder to proceed with the conversion and
               exchange of the Preferred Stock as provided herein shall be
               subject to the following conditions:

          1.   On the Conversion Date, the Company shall execute and deliver to
               each Holder a certificate or certificates representing the
               Converted Shares, issued in the name of such Holder (the "Common
               Stock Certificates") for the number of Converted Shares appearing
               opposite such Holder's name on Schedule 1, which shall be freely
               tradable in accordance with federal and applicable state
               securities laws.

          2.   Each Holder shall have received from the Company the Accelerated
               Dividend Payment.

          3.   Each Holder shall have received an executed copy of the Amended
               and Restated Stockholders' Agreement by and among the Company and
               Holders in a form that is the same as Exhibit A (the
               "Stockholders' Agreement").

          4.   All registrations and qualifications of the Converted Shares
               issued to the Holders on the Conversion Date required under
               federal and applicable state securities laws shall have been
               obtained for the lawful execution, delivery and performance of
               this Agreement.

          5.   The Shelf Registration shall have been declared and shall be
               effective and the Company shall bear all costs and expenses
               incurred in connection with the Shelf Registration.

          6.   Since September 30, 2002, there shall not have occurred any
               events or circumstances that could reasonably be expected,
               individually or in the aggregate, to have a material adverse
               effect on the business, prospects, financial condition or
               operations of the Company or the ability of the Company to
               consummate the transactions contemplated hereby.

          7.   Since September 30, 2002, the Company shall have operated its
               business in the ordinary course, diligently and in good faith,
               consistent with past management practices; and the Company shall
               have maintained all of its properties in customary repair, order
               and condition, reasonable wear and tear excepted and will not
               have engaged in any significant or unusual transaction.

          8.   The Registration Rights Agreement dated February 25, 1997 by and
               between the Company and the Holders shall have been amended and
               restated to have terms consistent with those in Article 6 of the
               Stockholders' Agreement.

<PAGE>

         (c) The obligation of the Company to proceed with the issuance of the
     Converted Shares on conversion and exchange of the Preferred Stock as
     provided herein shall be subject to the following conditions:

             (i) The Company shall have received from each Holder the original
         Preferred Stock Certificates held by each Holder for cancellation on or
         before the Conversion Date, or shall have provided the Company with an
         affidavit of lost certificate and indemnity agreement reasonably
         satisfactory to the Company in respect of any liability which the
         Company may incur as a result of any claims which may subsequently be
         asserted against the Company in respect of the Preferred Stock
         Certificates.

         9.  The Company shall have received an executed copy of the
             Stockholders' Agreement.

         10. All registrations and qualifications of the Converted Shares issued
             to the Holders on the Conversion Date required under federal and
             applicable state securities laws shall have been obtained for the
             lawful execution, delivery and performance of this Agreement.

                       EFFECT OF CONVERSION AND EXCHANGE.

         (a) Notwithstanding anything to contrary contained within the
     Certificate of Designations of the Preferred Stock, dated February 15, 1997
     or the Certificate of Correction, dated March 3, 1997, each of the Holders
     acknowledges and agrees that the issuance of the Converted Shares on
     conversion and exchange of the Preferred Stock shall constitute
     satisfaction in full of any liability or obligation of the Company in
     respect of the Preferred Stock, and that, from and after the Conversion
     Date, the Company shall have no liability to the Holder, or to the
     successors, representatives or assigns of the Holder, in respect of or
     based on the Preferred Stock or the Preferred Stock Certificates, except
     the right to receive the Accelerated Dividend Payment and the Converted
     Shares as provided herein.

         (b) Notwithstanding Section 10.1 of that certain Convertible Preferred
     Stock Purchase Agreement by and among the Company and the Holders, dated
     February 25, 1997 and amended on March 20, 1997 (the "Purchase Agreement"),
     the parties hereto acknowledge and agree that the following sections of the
     Purchase Agreement shall be deleted in their entirety and shall have no
     force or effect: Section 6, entitled Covenants and Section 9, entitled
     Covenants of the Company. Except as specifically provided in this Section
     6(b), all of the provisions, terms and conditions of the Purchase Agreement
     shall remain in full force and effect.

                                  TERMINATION.

         (a) This Agreement will automatically terminate ninety (90) days from
     the date hereof if the Conversion Date has not yet occurred.

<PAGE>

     (b) The Holders will have the right to terminate this Agreement if, on the
     Conversion Date, the Company has not satisfied any of the conditions set
     forth in Section 5(b) hereof, unless the Holders waive such condition in
     writing.

     (c) The Company will have the right to terminate this Agreement if, on the
     Conversion Date, the Holders have not satisfied any of the conditions set
     forth in Section 5(c) hereof, unless the Company waives such condition in
     writing.

                                 MISCELLANEOUS.

         (a) Each party hereto agrees to execute and deliver, on request of the
     other party, such further documents or certificates as such party may
     request in order to further evidence and confirm the transactions described
     herein, and, in particular, to confirm the cancellation and termination of
     all obligations of the Company in respect of the Preferred Stock and the
     Preferred Stock Certificates from and after the Conversion Date.

         (b) This Agreement shall be governed by and construed in accordance
     with the laws of the State of Delaware.

         (c) The terms and provisions of this Agreement shall be binding upon
     and shall inure to the benefit of the Company and each Holder and their
     respective successors and assigns.

         (d) This Agreement may be executed in one or more counterparts, each of
     which shall be deemed to be an original, and all of which shall constitute
     one and the same instrument.

         (e) The headings of any paragraph of this Agreement are for convenience
     only and shall not be used to interpret any provision hereof.

         (f) No modification hereof shall be binding or enforceable unless in
     writing and signed on behalf of the party against whom enforcement is
     sought.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

COMPANY                              HOLDER

CONCORDE CAREER COLLEGES, INC.       CAHILL, WARNOCK STRATEGIC
                                     PARTNERS FUND, L.P.

                                     By:    CAHILL WARNOCK STRATEGIC
By:      /s/ Jack L. Brozman                PARTNERS, L.P., its general partner
         --------------------
         Jack L. Brozman
         President                   By:    /s/ David L. Warnock
                                            --------------------
                                            David L. Warnock
                                            A General Partner

                                     STRATEGIC ASSOCIATES, L.P.

                                     By:    Cahill, Warnock Strategic Partners,
                                            L.P., its general partner

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

                                       S-1

<PAGE>

Schedule 1

     Schedule of existing Preferred Stock and Common Stock to be issued on
conversion

<TABLE>
<CAPTION>
                -------------------------------------------------------------------------------------------------------
                                                               Shares of Preferred
                                                               Stock Beneficially         Shares of Common Stock to
                     Name of  Shareholder                      Owned Prior to             be issued on conversion
                                                               conversion
                -------------------------------------------------------------------------------------------------------
                <S>                                            <C>                        <C>
                    Cahill, Warnock Strategic                   50,414                          504,140
                    Partners Fund, L.P. (1)
                -------------------------------------------------------------------------------------------------------
                    Strategic Associates, L.P. (2)               2,895                           28,950
                -------------------------------------------------------------------------------------------------------
</TABLE>