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                                                                  EXHIBIT 10.10

                    EMPLOYMENT AND NON-INTERFERENCE AGREEMENT

         This Agreement, dated as of April 1, 2002, by and between Kimberly J.
McWaters (the "Executive") and Universal Technical Institute of Arizona, Inc.,
a Delaware corporation (the "Company");

                              W I T N E S S E T H:

         WHEREAS, the Company wishes to obtain the future services of the
Executive for the Company; and

         WHEREAS, the Executive is willing, upon the terms and conditions herein
set forth, to provide services hereunder; and

         WHEREAS, the Company wishes to secure the Executive's non-interference,
upon the terms and conditions herein set forth;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:

         1. Nature of Employment

         Subject to Section 3, the Company hereby employs Executive, and
Executive agrees to accept such employment, during the Term of Employment (as
defined in Section 3(a)) as President of the Company. The Company shall also
cause the Executive to be employed, and Executive hereby agrees to be employed,
during the Term of Employment by each of the companies listed in Schedule 1
(which companies, together with the Company, shall be referred to collectively
as the "Company Group"), in each case as President of such company.

         2. Extent of Employment

         (a) During the Term of Employment, the Executive shall perform her
obligations hereunder faithfully and to the best of her ability at the principal
executive offices of the Company, under the direction of the Board of Directors
of the Company to which the Executive shall directly report, and shall abide by
the rules, customs and usages from time to time established by the Company.

         (b) During the Term of Employment, the Executive shall devote all of
her business time, energy and skill as may be reasonably necessary for the
performance of her duties, responsibilities and obligations hereunder (except
for vacation periods and reasonable periods of illness or other incapacity),
consistent with past practices and norms in similar positions.

         (c) Nothing contained herein shall require Executive to follow any
directive or to perform any act which would violate any laws, ordinances,
regulations or rules of any governmental, regulatory or administrative body,
agent or authority, any court or judicial authority, or any public, private or
industry regulatory authority (collectively "Regulations"). Executive will not
knowingly (i) breach or violate any provision of any Regulations in any material
respect or (ii) otherwise act in any manner which might reasonably be expected
to have

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a material adverse effect on the ongoing business, operations, conditions,
prospects or other business relationships or properties of any company in the
Company Group.

         (d) During the term of her employment, the Executive shall live in the
Phoenix, Arizona area and generally perform her duties under this Agreement from
the Company's offices in the Phoenix area.

         3. Term of Employment; Termination

         (a) The "Term of Employment" shall commence on the date hereof and
shall continue through March 31, 2005. Should the Executive's employment be
earlier terminated by the Company pursuant to Section 3(b) or by the Executive
pursuant to Section 3(c), the Term of Employment shall end on the date of such
earlier termination.

         (b) Subject to the payments contemplated by Section 3(e), Term of
Employment may be terminated at any time by the Company:

                  (i)   upon the death of Executive;

                  (ii)  in the event that because of physical or mental
         disability the Executive is unable to perform, and does not perform, as
         certified by a mutually agreeable competent medical physician, her
         material duties hereunder for 180 days in any continuous 210 day
         period;

                  (iii) for Cause (as defined in Section 3(d));

                  (iv)  for any other reason not referred to in clauses (i)
         through (iii) or no reason, such that this Agreement, subject to the
         provisions of Section 3(e), shall be construed as terminable at will by
         the Company.

         Executive acknowledges that no representations or promises have been
made concerning the grounds for termination or the future operation of the
Company's business, and that, except as set forth in the following sentence,
nothing contained herein or otherwise stated by or on behalf of the Company
modifies or amends the right of the Company to terminate Executive at any time,
with or without Cause. Termination shall become effective 30 days after, or, if
for Cause, upon the delivery by the Company to the Executive of notice
specifying such termination and, if for Cause, the reasons therefor.

         (c) Subject to the Company's obligations to make the payments
contemplated by Section 3(e), the Term of Employment may be terminated at any
time by the Executive:

                  (i)   upon the death of Executive;

                  (ii)  in the event that because of physical or mental
         disability the Executive is unable to perform, and does not perform, as
         certified by a mutually agreeable competent medical physician, her
         duties hereunder for 180 days in any continuous 210 day period;

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                  (iii)  as a result of a material reduction in Executive's
         authority, perquisites, position or responsibilities (other than such a
         reduction which affects all of the Company's senior executives on a
         substantially equal or proportionate basis), a requirement that the
         Executive relocate outside the Phoenix, Arizona metropolitan area or
         the Company's willful, material violation of its obligations under
         this Agreement, in each case, after 30 days' prior written notice to
         the Company and its Board of Directors and the Company's failure
         thereafter to cure such reduction or violation; or

                  (iv)   voluntarily or for any reason or no reason not referred
         to in clauses (i) through (iii) in each case, after 120 days' prior
         written notice to the Company and its Board of Directors.

         (d) For the purposes of this Section 3, "Cause" shall mean any of the
following:

                  (i)    Executive's conviction of, or plea of guilty or nolo
         contendere to, a serious felony or a crime involving embezzlement,
         conversion of property or moral turpitude;

                  (ii)   a finding by a majority of the Board of Directors of
         Executive's fraud, embezzlement or conversion of property;

                  (iii)  Executive's conviction of, or plea of guilty or nolo
         contendere to, a crime involving the acquisition, use or expenditure of
         federal, state or local government funds;

                  (iv)   an administrative or judicial determination that
         Executive committed fraud or any other violation of law involving
         federal, state or local government funds;

                  (v)    a finding by a majority of the Board of Directors of
         Executive's knowing breach of any of her fiduciary duties to any
         company in the Company Group or the Company's stockholders or making of
         a misrepresentation or omission which breach, misrepresentation or
         omission would reasonably be expected to materially adversely affect
         the business, properties, assets, condition (financial or other) or
         prospects of any company in the Company Group; provided, that the
         Executive has been given notice and 30 days from such notice fails to
         cure the breach, misrepresentation or omission;

                  (vi)   Executive's willful and continual neglect or failure to
         discharge her material duties, responsibilities or obligations
         prescribed by this Agreement or any other agreement between the
         Executive and any company in the Company Group; provided, that the
         Executive has been given notice and 30 days from such notice fails to
         cure the neglect or failure;

                  (vii)  Executive's alcohol or substance abuse, which
         materially interferes with Executive's ability to discharge her duties,
         responsibilities and obligations prescribed by this Agreement;
         provided, that Executive has been given notice and 30 days from such
         notice fails to cure such abuse;

                  (viii) Any material violation, with the actual knowledge of
         Executive, of any obligations imposed upon Executive, personally, as
         opposed to upon the Company, whether as a stockholder or otherwise,
         under this Agreement, the Securities Purchase

                                      -3-
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         Agreement, the Asset Purchase Agreement, the Stockholders Agreement,
         the Exchange Agreement, the Penske/Charlesbank Stock Purchase
         Agreement, the Credit Agreement, the Certificate of Incorporation or
         By-Laws of the Company; provided, that the Executive has been given
         notice and 30 days from such notice fails to cure the violation; or

                  (ix)  Executive's personal (as opposed to the Company's)
         material and knowing failure, to observe or comply with Regulations
         whether as an officer, stockholder or otherwise, in any material
         respect or in any manner which would reasonably be expected to have a
         material adverse effect in respect of the Company Group's ongoing
         business, operations, conditions, other business relationships or
         properties; provided, that the Executive has been given notice and 30
         days from such notice fails to cure the failure.

         (e) If Executive's employment is terminated for any reason whatsoever,
then Executive shall be entitled to (i) accrued and unpaid base salary and
benefits (including sick pay, vacation pay and benefits under Section 6) with
respect to the period prior to termination, (ii) reimbursement for expenses
under Section 5 with respect to such period, and (iii) any other benefits
(including COBRA) required by law to be provided after termination of employment
under the circumstances. In the event Executive's employment is terminated
pursuant to:

                  (i)   Section 3(b)(i) or (ii) or 3(c)(i) or (ii), the Company
         will also pay to Executive (or her estate or representative) the full
         amounts to which she would be entitled under Section 4(a) for the
         period from effectiveness of termination through the first anniversary
         of such termination;

                  (ii)  Section 3(b)(iii) or 3(c)(iv) there will be no
         additional amounts owing by the Company to Executive under this
         Agreement from and after such termination; and

                  (iii) Section 3(b)(iv) or 3(c)(iii), the Company will also pay
         to Executive the full amounts to which she would be entitled under
         Section 4(a) for the period from effectiveness of termination to the
         later to occur of (y) the date 18 months following such effectiveness
         of termination and (z) March 31, 2005, on the regular payment dates
         established pursuant to Section 4(a) in accordance with Company
         practices; provided, however, that any such amounts paid to Executive
         for the first 12 months following the effectiveness of termination
         pursuant to Section 3(b)(iv) or 3(c)(iii) shall not be subject to
         reduction under Section 6(f)(ii) below.

         (f)      (i)   Termination of the Term of Employment will not terminate
Sections 7, 8, 10 through 21, or any other provisions not associated
specifically with the Term of Employment.

                  (ii)  In the event of termination, the Executive shall not
         have a duty to mitigate the Company's payment obligations under Section
         3(e) by seeking alternative employment; provided, however, that if the
         Executive does accept alternative employment, payment obligations under
         Section 3(e) shall be reduced to the extent of Executive's compensation
         under such alternative employment.

         (g) Upon the conclusion of the original three year term of this
Agreement ("Original Term") and upon each succeeding anniversary of this
Agreement, the Executive's Term of Employment will be automatically renewed for
an additional one year term; provided, that

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neither the Company nor the Executive terminates this Agreement pursuant to
Section 3 during the Original Term or any subsequent renewal term; and provided
further, that during such Original Term, or any renewal term, if either the
Company or the Executive provides notice to the other party of its intent not to
renew the Term of Employment at least 90 days before the end of such term, this
Agreement will expire upon the succeeding anniversary of this Agreement unless
earlier terminated pursuant to Section 3. If this Agreement is terminated
pursuant to Section 3 during any renewal term, the Company shall pay to the
Executive the amount (if any) to which such Executive is entitled pursuant to
and in accordance with Section 3(e) hereunder.

         4. Compensation. During the Term of Employment, the Company shall pay
compensation to Executive as follows:

         (a) As base compensation for her services hereunder, in twenty-six (26)
equal installments, a base salary at a rate of $280,000 per annum, subject to
annual cost of living adjustments based on the Consumer Price Index. The Board
of Directors shall annually, and in its sole discretion, determine whether the
base salary should be increased and, if so, the amount of such increase.

         (b) An annual bonus compensation based on Executive's performance as
determined and approved by the Board of Directors, in its sole discretion, based
on performance parameters set by the Board. Such bonus will be at the full
discretion of the Board of Directors, and may not be paid at all. Executive
acknowledges that no such bonuses will be paid if the established performance
parameters are not met. If the Board of Directors pays a bonus, it is to be paid
within 30 days after the issuance of audited financial statements for the
Company and shall not exceed 60% of Executive's annual base salary. The Board of
Directors in its sole discretion may establish a higher bonus level based on the
performance of Executive.

         5. Reimbursement of Expenses

         During the Term of Employment, the Company shall reimburse Executive
for reasonably documented travel, entertainment and other expenses reasonably
incurred by Executive in connection with the performance of her duties hereunder
and, in each case, in accordance with the reasonable rules, customs and usages
promulgated by the Company from time to time in effect.

         6. Benefits

         During the Term of Employment the Executive shall be entitled to the
following benefits from the Company:

         (a) a car allowance of $1,000 per month, which shall include
reimbursement for cellular car phone fees and gasoline;

         (b) automobile insurance coverage paid by the Company consistent with
the Company's past practice; and

         (c) coverage by an executive medical reimbursement plan for up to an
aggregate total of $7,500 per calendar year (subject to annual cost of living
adjustments based on the Consumer

                                      -5-

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Price Index) in noninsurable medical matters for Executive and her family,
including but not limited to Executive's purchase of supplemental or additional
insurance policies that provide coverage not offered by the Company. Any unused
portion of such $7,500 annual maximum amount, including cumulative unused
amounts from prior years, will be carried forward and added to the following
calendar year's maximum dollar amount.

In addition to the foregoing, during the Term of Employment the Executive shall
be entitled to such other perquisites and benefits (including, without
limitation, health, short and long term disability, pension and life insurance
benefits consistent with past practice, or as increased from time to time)
established from time to time, at the sole discretion of the Board of Directors
for executives of the Company and their families.

         7. Confidential Information

         (a) During and after the Term of Employment, Executive will not,
directly or indirectly in one or a series of transactions, disclose to any
person, or use or otherwise exploit for the Executive's own benefit or for the
benefit of anyone other than the Company, any Confidential Information (as
defined in Section 9), whether prepared by Executive or not; provided, however,
that any Confidential Information may be disclosed (i) to officers,
representatives, employees and agents of the Company who need to know such
Confidential Information in order to perform the services or conduct the
operations required or expected of them in the Business (as defined in Section
9) and (ii) in good faith by the Executive in connection with the performance of
her duties hereunder. Executive shall use her best efforts to prevent the
removal of any Confidential Information from the premises of the Company, except
as required in her normal course of employment by the Company. Executive shall
use her best efforts to cause all persons or entities to whom any Confidential
Information shall be disclosed by him hereunder to observe the terms and
conditions set forth herein as though each such person or entity was bound
hereby. Executive shall have no obligation hereunder to keep confidential any
Confidential Information if and to the extent disclosure of any thereof is
specifically required by law; provided, however, that in the event disclosure is
required by applicable law, the Executive shall provide the Company with prompt
notice of such requirement, prior to making any disclosure, so that the Company
may seek an appropriate protective order. At the request of the Company,
Executive agrees to deliver to the Company, at any time during the Term of
Employment, or thereafter, all Confidential Information which she may possess or
control. Executive agrees that all Confidential Information of the Company
(whether now or hereafter existing) conceived, discovered or made by him during
the Term of Employment exclusively belongs to the Company (and not to
Executive). Executive will promptly disclose such Confidential Information to
the Company and perform all actions reasonably requested by the Company to
establish and confirm such exclusive ownership.

         (b) The terms of this Section 7 shall survive the termination of this
Agreement regardless of who terminates this Agreement, or the reasons therefor.

         8. Non-Interference

         (a) Executive acknowledges that services to be provided give him the
opportunity to have special knowledge of the Company and its Confidential
Information and the capabilities of

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individuals employed by or affiliated with the Company and that interference in
these relationships would cause irreparable injury to the Company. In
consideration of this Agreement, Executive covenants and agrees that:

                  (i) Unless Executive is terminated pursuant to Sections
         3(b)(iv) or 3(c)(iii), from the date hereof until the later to occur of
         March 31, 2005, or the first anniversary of expiration or termination
         of the Term of Employment (the "Restricted Period"), Executive will
         not, without the express written approval of the Board of Directors of
         the Company, anywhere in the Market, directly or indirectly, in one or
         a series of transactions, own, manage, operate, control, invest or
         acquire an interest in, or otherwise engage or participate in, whether
         as a proprietor, partner, stockholder, lender, director, officer,
         employee, joint venturer, investor, lessor, agent, representative or
         other participant, in any business which competes, directly or
         indirectly, with the Business in the Market ("Competitive Business")
         without regard to (A) whether the Competitive Business has its office
         or other business facilities within or without the Market, (B) whether
         any of the activities of the Executive referred to above occur or are
         performed within or without the Market or (C) whether the Executive
         resides, or reports to an office, within or without the Market;
         provided, however, that (x) the Executive may, anywhere in the Market,
         directly or indirectly, in one or a series of transactions, own, invest
         or acquire an interest in up to five percent (5%) of the capital stock
         of a corporation whose capital stock is traded publicly, or that (y)
         Executive may accept employment with a successor company to the
         Company.

                  (ii) Without regard to the reason for Executive's termination,
         during the Restricted Period (which shall not be reduced by (x) any
         period of violation of this Agreement by Executive or (y) if the
         Company is the prevailing party in any litigation to enforce its rights
         under this Section 8, the period which is required for such
         litigation), Executive will not without the express prior written
         approval of the Board of Directors of the Company (A) in one or a
         series of transactions, recruit, solicit or otherwise induce or
         influence any proprietor, partner, stockholder, lender, director,
         officer, employee, sales agent, joint venturer, investor, lessor,
         customer, agent, representative or any other person which has a
         business relationship with the Company Group or had a business
         relationship with the Company Group within the twenty-four (24) month
         period preceding the date of the incident in question, to discontinue,
         reduce or modify such employment, agency or business relationship with
         the Company Group, or (B) employ or seek to employ or cause any
         Competitive Business or any other private post-secondary educational
         institution to employ or seek to employ any person or agent who is then
         (or was at any time within twenty-four (24) months prior to the date
         the Executive or the Competitive Business employs or seeks to employ
         such person) employed or retained by the Company Group. Notwithstanding
         the foregoing, nothing herein shall prevent the Executive from
         providing a letter of recommendation to an employee with respect to a
         future or any other employment opportunity.

                  (iii) The scope and term of this Section 8 would not preclude
         Executive from earning a living with an entity that is not a
         Competitive Business.

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<PAGE>

         (b) Upon the determination of a majority of the Board of Directors that
the Executive has breached her obligations in any material respect under this
Section 8, the Company, in addition to pursuing all available remedies under
this Agreement, at law or otherwise, and without limiting its right to pursue
the same, shall cease all payments to the Executive under this Agreement.

         9. Definitions

         "Asset Purchase Agreement" means the Asset Purchase Agreement, dated as
of September 30, 1997, for the purchase of all of the assets of the Clinton
Harley Corporation and Clinton Education Group, Inc., each an Arizona
corporation, as the same may be amended, extended, restated, supplemented or
modified from time to time.

         "Authority" means any governmental, regulatory or administrative body,
agency or authority, any court or judicial authority, any public, private or
industry regulatory authority, whether national, Federal, state or local or
otherwise, or any Person lawfully empowered by any of the foregoing to enforce
or seek compliance with any applicable law, statute, regulation, order or
decree.

         "Business" means (a) the ownership and operation of private
post-secondary educational institutions of the type owned and operated by the
Company Group, or (b) any similar or incidental business conducted, or engaged
in, by the Company Group prior to the date hereof or at any time during the Term
of Employment.

         "Cause" has the meaning set forth in Section 3(d).

         "Company" has the meaning set forth in the preamble.

         "Company Group" has the meaning set forth in Section 1.

         "Competitive Business" has the meaning set forth in Section 8(a)(i).

         "Confidential information" means any confidential information
including, without limitation, any study, data, calculations, software storage
media or other compilation of information, patent, patent application,
copyright, "know-how", trade secrets, customer lists, details of client or
consultant contracts, pricing policies, operational methods, marketing plans or
strategies, product development techniques or plans, business acquisition plans
or any portion or phase of any scientific or technical information, ideas,
discoveries, designs, computer programs (including source of object codes),
processes, procedures, formulae, improvements or other proprietary or
intellectual property of the Company Group, whether or not in written or
tangible form, and whether or not registered, and including all files, records,
manuals, books, catalogues, memoranda, notes, summaries, plans, reports,
records, documents and other evidence thereof. Notwithstanding the foregoing,
the term "Confidential Information" does not include, and there shall be no
obligation hereunder with respect to, information that is or becomes generally
available to the public other than as a result of a disclosure by the Executive
not permissible hereunder.

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<PAGE>

         "Credit Agreement" means the Second Amendment and Restatement of Credit
Agreement dated as of March 29, 2002 among UTI Holdings, Inc., Universal
Technical Institute, Inc. and the various lenders party thereto, as the same may
be amended, extended, restated, supplemented or modified from time to time.

         "Exchange Agreement" means the Exchange Agreement, dated as of
September 30, 1997, among Universal Technical Institute, Inc., Mayer, Brown &
Platt, and certain other parties, as the same may be amended, extended,
restated, supplemented or modified from time to time.

         "Executive" means Kimberly J. McWaters or her estate, if deceased.

         "knowing" and "knowledge" shall each refer to actual knowledge without
any duty of investigation.

         "Market" means any county in the United States of America and each
similar jurisdiction in any other country in which the Business was conducted by
or engaged in by the Company Group prior to the date hereof or is conducted or
engaged in by the Company Group at any time during the Term of Employment.

         "Penske/Charlesbank Stock Purchase Agreement" means the Preferred Stock
Purchase Agreement dated as of January 8, 2002 among Universal Technical
Institute, Inc., Worldwide Training Group, LLC and Charlesbank Equity Fund V,
Limited Partnership, as the same may be amended, extended, restated,
supplemented or modified from time to time.

         "Regulations" means any laws, statutes, regulations, rulings, rules,
orders or permits of, administered or enforced by or on behalf of any Authority,
and the Certificate of Incorporation and By-laws of the Company, as applicable.

         "Restricted Period" has the meaning set forth in Section 8(a)(i).

         "Securities Purchase Agreement" means the Agreement for the Purchase of
Securities of Lincoln Technical Institute of Arizona, Inc., d/b/a Universal
Technical Institute ("Old UTI"), dated as of September 30, 1997, among the
current stockholders of Universal Technical Institute, Inc., the successor
corporation to Old UTI, as the same may be amended, extended, restated,
supplemented or modified from time to time.

         "Stockholders Agreement" means the Stockholders Agreement dated as of
September 30, 1997 among the stockholders of Universal Technical Institute,
Inc., as the same may be amended, extended, restated, supplemented or modified
from time to time.

         "Term of Employment" has the meaning set forth in Section 3(a).

         10. Notice

         Any notice, request, demand or other communication required or
permitted to be given under this Agreement shall be given in writing and if
delivered personally, sent by certified or registered mail, return receipt
requested, sent by overnight courier or sent by facsimile

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transmission (with confirmation and a copy sent by mail within one day) as
follows (or to such other addressee or address as shall be set forth in a notice
given in the same manner):

         If to Executive:              Kimberly J. McWaters
                                       Universal Technical Institute
                                       10851 North Black Canyon Highway
                                       Phoenix, Arizona 85029
                                       Facsimile No.: (602) 216-7602

         with a copy to:               [___________________________________
                                       ____________________________________
                                       ____________________________________
                                       ATTENTION: _________________________
                                       FACSIMILE NO.:______________________

         If to the Company:            Chairman of the Compensation Committee
                                         of the Board of Directors
                                       c/o Universal Technical Institute
                                       10851 North Black Canyon Highway
                                       Phoenix, Arizona 85029
                                       Facsimile No.: (602) 216-7602

         with a copy to:               The Jordan Company
                                       767 Fifth Avenue
                                       48th Floor
                                       New York, NY 10153
                                       Attention: A. Richard Caputo, Jr.
                                       Facsimile No.: (212)755-5263

Any such notices shall be deemed to be given on the date personally delivered or
sent by facsimile transmission or such return receipt is issued or the day after
if sent by overnight courier.

         11. Executive's Representation

         Executive hereby warrants and represents to the Company that: (i)
Executive has carefully reviewed this Agreement and has consulted with such
advisors as Executive considers appropriate in connection with this Agreement,
(ii) Executive is not subject to any covenants, agreements or restrictions which
would be breached or violated by Executive's execution of this Agreement or by
Executive's performance of her duties hereunder and (iii) Executive will not
knowingly breach or violate any provision of any Regulations in any material
respect or in any manner which might reasonably have a material adverse effect
in respect of the ongoing business, operations, conditions, or other business
relationships or properties of any of the companies in the Company Group.

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<PAGE>

         12. Company's Obligation

         Executive agrees and acknowledges that the obligations owed to
Executive under this Agreement are solely the obligations of the Company, and
that none of the Company's stockholders, directors, officers or lenders will
have any obligations or liabilities in respect of this Agreement and the subject
matter hereof.

         13. Validity

         If, for any reason, any provision hereof shall be determined to be
invalid or unenforceable, the validity and effect of the other provisions
hereof shall not be affected thereby.

         14. Severability

         Whenever possible, each provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein. If any court determines that any
provision of Section 8 or any other provision hereof is unenforceable and
therefore acts to reduce the scope or duration of such provision, the provision
in its reduced form, shall then be enforceable.

         15. Waiver of Breach; Specific Performance

         The waiver by the Company or Executive of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a waiver
of any other breach of such other party. Each of the parties (and third party
beneficiaries) to this Agreement will be entitled to enforce its rights under
this breach of any provision of this Agreement and to exercise all other rights
existing in its favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of
Sections 7 and 8 of this Agreement and that any party (and third party
beneficiaries) may in its sole discretion apply to any court of law or equity of
competent jurisdiction for specific performance and/or injunctive relief,
including temporary restraining orders, preliminary injunctions and permanent
injunctions in order to enforce or prevent any violations of the provisions of
this Agreement. In the event either party takes legal action to enforce any of
the terms or provisions of this Agreement, the nonprevailing party shall pay the
successful party's costs and expenses, including but not limited to, reasonable
attorneys' fees, incurred in such action.

         16. Assignment; Third Parties

         Neither the Executive nor the Company may assign, transfer, pledge,
hypothecate, encumber or otherwise dispose of this Agreement or any of her or
its respective rights or obligations hereunder, without the prior written
consent of the other. The parties agree and acknowledge that each of the
Companies and the stockholders of, lenders to and investors therein are intended
to be third party beneficiaries of, and have rights and interests in respect of,
Executive's agreements set forth in Sections 7 and 8. Any successor in interest
to the Company

                                      -11-
<PAGE>

(whether indirect or direct and whether by purchase, merger, or consolidation)
shall assume the obligations under this agreement in the same manner and to the
same extent as the Company would be required to perform such obligations in the
absence of a succession.

         17. Amendment; Entire Agreement

         This Agreement may not be changed orally but only by an agreement in
writing agreed to by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought. This Agreement embodies the
entire agreement and understanding of the parties hereto in respect of the
subject matter of this Agreement, and supersedes and replaces all prior
Agreements, understandings and commitments with respect to such subject matter.

         18. Litigation

         (a) THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK. EACH OF
THE PARTIES HERETO ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF ANY BREACH OF
THIS AGREEMENT, THE NON-BREACHING PARTY WOULD BE IRREPARABLY HARMED AND COULD
NOT BE MADE WHOLE BY MONETARY DAMAGES, AND THAT, IN ADDITION TO ANY OTHER REMEDY
TO WHICH THEY MAY BE ENTITLED AT LAW OR IN EQUITY, THE PARTIES SHALL BE ENTITLED
TO SUCH EQUITABLE OR INJUNCTIVE RELIEF AS MAY BE APPROPRIATE. THE CHOICE OF
FORUM SET FORTH IN THIS SECTION 18 SHALL NOT BE DEEMED TO PRECLUDE THE
ENFORCEMENT OF ANY JUDGMENT OF A NEW YORK FEDERAL OR STATE COURT, OR THE TAKING
OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SUCH A JUDGMENT, IN ANY OTHER
APPROPRIATE JURISDICTION.

         (b) IN THE EVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION,
PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO THIS
AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN
OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (1) AGREE UNDER ALL
CIRCUMSTANCES ABSOLUTELY AND IRREVOCABLY TO INSTITUTE ANY LITIGATION, PROCEEDING
OR OTHER LEGAL ACTION IN A COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE
SOUTHERN DISTRICT OF NEW YORK, WHETHER A STATE OR FEDERAL COURT;(2) AGREE THAT
IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES WILL
CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF ANY SUCH COURT DESCRIBED IN
CLAUSE (1) OF THIS SECTION AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE
WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS (IT BEING UNDERSTOOD
THAT NOTHING IN THIS SECTION SHALL BE DEEMED TO PREVENT ANY PARTY FROM SEEKING
TO REMOVE ANY ACTION TO A FEDERAL COURT IN THE SOUTHERN DISTRICT OF NEW YORK;
(3) AGREE TO WAIVE TO THE FULL EXTENT PERMITTED BY LAW ANY OBJECTION THAT THEY
MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR
ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS
BROUGHT IN

                                      -12-
<PAGE>

ANY INCONVENIENT FORUM; (4) AGREE TO DESIGNATE, APPOINT AND DIRECT AN AUTHORIZED
AGENT TO RECEIVE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS AND DOCUMENTS IN
ANY LEGAL PROCEEDING IN THE SOUTHERN DISTRICT OF NEW YORK; (5) AGREE TO PROVIDE
THE OTHER PARTIES TO THIS AGREEMENT WITH THE NAME, ADDRESS AND FACSIMILE NUMBER
OF SUCH AGENT; (6) AGREE AS AN ALTERNATIVE METHOD OF SERVICE TO SERVICE OF
PROCESS IN ANY LEGAL PROCEEDING BY MAILING OF COPIES THEREOF TO SUCH PARTY AT
ITS ADDRESS SET FORTH HEREIN FOR COMMUNICATIONS TO SUCH PARTY; (7) AGREE THAT
ANY SERVICE MADE AS PROVIDED HEREIN SHALL BE EFFECTIVE AND BINDING SERVICE IN
EVERY RESPECT; AND (8) AGREE THAT NOTHING HEREIN SHALL AFFECT THE RIGHTS OF ANY
PARTY TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. TO THE
EXTENT PERMITTED BY LAW IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY
RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN,
AND AGREE TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH
WAIVER.

         19. Further Action

         Executive and the Company agree to perform any further acts and to
execute and deliver any documents which may be reasonable to carry out the
provisions hereof.

         20. Headings

         The headings contained in this Agreement are for convenience only and
shall not affect in any way the meaning or interpretation of this Agreement.

         21. Counterparts

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

                                  [End of page]

                                      -13-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have set their hands as of the
day and year first written above.

                                         EXECUTIVE:

                                         _________________________________
                                         Name: Kimberly J. McWaters

                                         UNIVERSAL TECHNICAL INSTITUTE
                                         OF ARIZONA, INC.

                                         By: ______________________________
                                         Name: Kimberly J. McWaters
                                         Title: President

                                      -14-
<PAGE>

                                   SCHEDULE 1

                   Additional Companies in the Company Group

         1.       Universal Technical Institute, Inc.

         2.       UTI Holdings, Inc.

         3.       U.T.I. of Illinois, Inc.

         4.       Universal Technical Institute of Texas, Inc.

         5.       Universal Technical Institute of California, Inc.

         6.       Custom Training Group, Inc.

         7.       The Clinton Harley Corporation

         8.       Clinton Education Group, Inc.

         9.       Universal Technical Institute of North Carolina, Inc.

                                      -15-