<PAGE>   1

                                                                  EXHIBIT 10.20

                     IN THE UNITED STATES DISTRICT COURT
                                      
                     FOR THE EASTERN DISTRICT OF VIRGINIA
                                      
                             ALEXANDRIA DIVISION

<TABLE>
<CAPTION>

<S>                                               <C> <C>
GANESH, L.L.C., et al., On Behalf of              )
Themselves and All Others Similarly Situated,     )
                                                  )
                 Plaintiffs,                      )
                                                  )   Civil Action No. 98-859-A
         vs.                                      )   CLASS ACTION
                                                  )
COMPUTER LEARNING CENTERS, INC., REID R. BECHTLE, )
CHARLES L. COSGROVE, HARRY H. GAINES and          )
STEPHEN P. REYNOLDS,                              )
                                                  )
                                    Defendants.   )
                                                  )

</TABLE>

                     STIPULATION AND AGREEMENT OF SETTLEMENT

                  This stipulation and agreement of settlement dated as of 
February 17, 1999 (the "Stipulation") is submitted pursuant to Rule 23 of the
Federal Rules of Civil Procedure. Subject to the approval of the Court, this
Stipulation is entered into among Plaintiffs Craig Anderson, Thomas J. Arnold,
Khousheh Azmoudeh, Roger J. Benkovic, John E. Bentley, Donald L. Berry, Roderick
Brown, Ronald T. Costello, James C. Crowdus, Christopher Dickison, James J.
Dougherty, Steward Eng, Jahanguir Esfandi, Vincent Galano, Courtney G. Greeley,
Terrie Vaile Hauck, Charles L. Hiltz, Dwight & Bruce Howland, Craig Imler,
Michael J. Laub, Phyllis Lieblich, Frank Longsdon, S. Markpetsch, Timothy
McClosky, McLean Trading Co., Jerome Menezes, Howard Merle, Hal Merritt, Sylvin
& Evelyn Pickner, Wayne L. Pravitz, Mark & Michele Senda, Mark A. Sohasky, Buck
Scogin, Tim Shoemaker, Alvin R. Sprintz, Teddy David Stein, George W. Temple,
Robert J. Trinka, True Value Fund, L.P., Nathan Uffenheimer, Debra L. Vitoux,
Jerry Wishes, Lu Zhang, Gerry A. Zimmerman, Ganesh, L.L.C., Jacob Spinner, Sybil
Meisel, Chet Meyerson, Carmen Caiazzo and Scott L. Silver, and the Class as
hereinafter defined(1), 

--------

       (1) Plaintiffs designated the following Plaintiffs as Class
Representatives: Vincent Galano, Phyllis Leiblich, Frank Longsdon, Jerome
Menezes, Juhanguie Esfandi, Timothy McClosky, Thomas J. Arnold, Howard Merle,
Charles L. Hiltz, Robert J. Trinka, John E. Bentley and Craig Anderson.

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and defendants Computer Learning Centers, Inc., ("CLC") Reid R. Bechtle,
Charles L. Cosgrove, Harry H. Gaines and Stephen P. Reynolds, (hereinafter the
"Defendants"), by and through their respective counsel. 

                  WHEREAS:

                  A. Various actions have been consolidated under the above
caption which is hereinafter referred to as the "Action".

                  B. The Consolidated Amended Complaint (the "Consolidated
Complaint") filed in this Court in this Action on or about August 7, 1998,
generally alleges, among other things, that Defendants issued materially false
and misleading press releases and other statements regarding CLC's financial
condition during the Class Period --April 30, 1997 through April 6, 1998 -- in a
scheme to artificially inflate the value of CLC's securities.

                  C. The Consolidated Complaint further alleges that Plaintiffs
and the other class members purchased the common stock of CLC during the Class
Period at prices artificially inflated as a result of the Defendants'
dissemination of materially false and misleading statements regarding CLC in
violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934,
and Rule 10b-5 promulgated thereunder.

                  D. The Defendants deny any wrongdoing whatsoever and this
Stipulation shall in no event be construed or deemed to be evidence of or an
admission or concession on the part of any Defendant with respect to any claim
or of any fault or liability or wrongdoing or damage whatsoever, or any
infirmity in the defenses that Defendants have asserted. Defendants recognize,
however, that the litigation has been filed with adequate basis in fact under
Federal Rule of Civil Procedure 11, that the litigation is being voluntarily
settled after advice of counsel, and that the terms of the settlement are fair,
adequate and reasonable. This Stipulation shall not be construed or deemed to be
a concession by any plaintiff of any infirmity in the claims asserted in the
Action.

                  E. Plaintiffs' Counsel have conducted an investigation
relating to the claims and the underlying events and transactions alleged in the
complaints, including the analysis of over three hundred fifty thousand pages of
documents produced by Defendants and numerous non-parties and interviews and
depositions of witnesses. Plaintiffs' Counsel have analyzed the evidence adduced
during pretrial discovery and have researched the applicable law with respect to
the claims of Plaintiffs and the Class against the Defendants and the potential
defenses thereto.


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                  F. Plaintiffs, by their counsel, have conducted discussions
and arms'-length negotiations with counsel for Defendants with respect to a
compromise and settlement of the Action with a view to settling the issues in
dispute and achieving the best relief possible consistent with the interests of
the Class;

                  G. As part of the settlement discussions, the Defendants,
while continuing to deny any liability, have stated their belief that the United
States Department of Education financial responsibility regulations, and similar
regulations of at least one state in which CLC does business, impose various
requirements such that if a substantial Judgment (e.g. $15 million or more) were
entered against CLC, CLC could be required to post a very large cash surety to
enable it to continue its participation in certain federal student aid programs
and could lose its right to continue in business in the state. If this occurred,
CLC's ability to continue in business would be in substantial doubt, and CLC
probably would be required to seek protection under the bankruptcy laws, which
in turn would, as a matter of federal law, result in the immediate, complete and
permanent exclusion of CLC from participation in the federal student aid
programs and therefore require the liquidation of the company, in which event
the ultimate recovery would likely be substantially less than is being obtained
in this Settlement;

                  H. Based upon their investigation and pretrial discovery as
set forth above, counsel for Plaintiffs and the Class have concluded that the
terms and conditions of this Stipulation are fair, reasonable and adequate to
the Class, and in their best interests, and have agreed to settle the claims
raised in the Action pursuant to the terms and provisions of this Stipulation,
after considering (a) the substantial benefits that the members of the Class
will receive from settlement of the Action, (b) the attendant risks of
litigation, and (c) the desirability of permitting the Settlement to be
consummated as provided by the terms of this Stipulation.

                  NOW THEREFORE, without any admission or concession on the part
of Plaintiffs of any lack of merit of the Action whatsoever, and without any
admission or concession of any liability or wrongdoing or lack of merit in the
defenses whatsoever by Defendants, it is hereby further STIPULATED AND AGREED,
by and among the parties to this Stipulation, through their respective
attorneys, subject to approval of the Court pursuant to Rule 23(e) of the
Federal Rules of Civil Procedure, in consideration of the benefits flowing to
the parties hereto from the Settlement, that all Settled Claims (as defined
below) as against the Released Parties (as defined below) shall be compromised,
settled, released and dismissed with prejudice, upon and subject to the
following terms and conditions:


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                               CERTAIN DEFINITIONS

                  1.       As used in this Stipulation, the following terms 
shall have the following meanings:

                           a.       "Class" and "Class Members" means, for the 
purposes of settlement and for the purposes of this Stipulation only, all
persons who purchased the common stock of CLC during the period April 30, 1997
through and including April 6, 1998, excluding all purchase transactions that
were made to cover short positions. Excluded from the Class are the Defendants
in this action, members of the immediate families of each of the Defendants, any
person, firm, trust, corporation, officer, director or other individual or
entity in which any Defendant has a controlling interest or which is related to
or affiliated with any of the Defendants, and the legal representatives, heirs,
successors in interest or assigns of any such excluded party. Also excluded from
the Class are any putative Class Members who exclude themselves by filing a
request for exclusion in accordance with the requirements set forth in the
Notice.

                           b.       "Authorized Claimant" means a Class Member
who submits a timely and valid Proof of Claim form to the Claims Administrator.

                           c.       "Class Period" means, for the purposes of 
this Stipulation only, the period of time from April 30, 1997 through and 
including April 6, 1998.

                           d.       "Defendants' Counsel" means the law firms
of Hale and Dorr LLP and Paul, Weiss, Rifkind, Wharton & Garrison.

                           e.       "Effective Date of Settlement" or 
"Effective Date" means the date upon which the Settlement contemplated by this
Stipulation shall become effective, as set forth in paragraph 22 below.

                           f.       "Notice" means the Notice of Pendency of 
Class Action, Hearing On Proposed Settlement and Attorneys' Fee Petition, and
Notice of Right to Share in Settlement Fund, which is to be sent to members of
the Class substantially in the form attached hereto as Exhibit 1 to Exhibit A.

                           g.       "Order and Final Judgment" means the 
proposed order substantially in the form attached hereto as Exhibit B.

                           h.       "Order for Notice and Hearing" means the 
proposed order substantially in the form attached hereto as Exhibit A.


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                           i.       "Plaintiffs' Co-Lead Counsel" means counsel
for Plaintiffs and the Class, the law firms of Milberg Weiss Bershad Hynes & 
Lerach LLP, Reinhardt & Anderson and Stull, Stull & Brody.

                           j.       "Publication Notice" means the summary
notice of proposed Settlement and hearing for publication substantially in the
form attached as Exhibit 3 to Exhibit A.

                           k.       "Released Parties" means any and all of the
Defendants, their past or present subsidiaries, parents, affiliates, successors
and predecessors, officers, directors, shareholders, agents, employees,
attorneys, advisors, and investment advisors, insurers, auditors, accountants
and any person, firm, trust, corporation, officer, director or other individual
or entity in which any Defendant has a controlling interest or which is related
to or affiliated with any of the Defendants, and the legal representatives,
heirs, successors in interest or assigns of the Defendants.

                           l.       "Settled Claims" means any and all claims, 
rights or causes of action or liabilities whatsoever, whether based on federal,
state, local, statutory or common law or any other law, rule or regulation,
including both known and unknown claims, that have been or could have been
asserted in any forum by the Plaintiffs, Class Members or any of them or the
successors and assigns of any of them, whether directly, indirectly,
representatively or in any other capacity, against any of the Released Parties
which arise out of or relate in any way to the allegations, transactions, facts,
matters or occurrences, representations or omissions involved, set forth,
referred to or that could have been asserted in the Consolidated Complaint
relating to the purchase of shares of the common stock of CLC during the Class
Period, and including any claims relating to the defense of this action under
Rule 11 of the Federal Rules of Civil Procedure or any other claim or motion for
sanctions of any nature.

                           m.       "Settled Defendants' Claims" means (a) all
claims asserted by any Defendant in the Action against any of the Plaintiffs,
Class Members of their counsel, and (b) all claims, rights or causes of action
or liabilities whatsoever, whether based on federal, state, local, statutory or
common law or any other law, rule or regulation, including both known and
unknown claims, that have been or could have been asserted in any forum by the
Defendants or any of them or the successors and assigns of any of them, whether
directly, indirectly, representatively or in any other capacity, against any of
the Plaintiffs, Class Members or their attorneys, which arise out of or relate
in any way to the institution or prosecution of the Action, and including any
claims relating to the 



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institution or prosecution of the Action under Rule 11 of
the Federal Rules of Civil Procedure or any other claim or motion for sanctions
of any nature.

                           n.       "Settlement" means the settlement 
contemplated by this Stipulation.

                           o.       "Claims Administrator" means the firm 
designated by Plaintiffs' Co-Lead Counsel to administer the Settlement.

                           Scope and Effect of Settlement

                  2.       The obligations incurred pursuant to this Stipulation
shall be in full and final disposition of the Action and any and all Settled
Claims as against all Released Parties and any and all Settled Defendants'
Claims.

                  3.       a.       Upon the Effective Date of this Settlement,
Plaintiffs and members of the Class on behalf of themselves, their heirs,
executors, administrators, successors and assigns, beneficiaries, and any
persons they represent, shall, with respect to each and every Settled Claim
release and forever discharge, and shall forever be enjoined from prosecuting
any Settled Claims against any of the Released Parties.

                           b.       Upon the Effective Date of this Settlement,
each Defendant, on behalf of themselves and the Released Parties, shall release
and forever discharge each and every of the Settled Defendants' Claim, and shall
forever be enjoined from prosecuting the Settled Defendants' Claims.

The Settlement Consideration

                  4.       a.       Defendants shall pay, within fifteen 
business (15) days from the date hereof, into an escrow account established at
Citibank, N.A., or such other financial institution as the parties may agree, on
behalf of Plaintiffs and the Class $3,000,000.00 (the "Cash Settlement Amount").

                           b.       In addition CLC shall issue, on behalf of 
itself and the other Defendants, 550,000 shares of freely tradeable CLC common
stock ("Shares") for the benefit of the Class at a guaranteed minimum value of
$8.19 per share for a minimum total value of $4.5 million subject to the
following terms and conditions:

         (1)      If during the 10 trading days ending five business days prior
                  to the final settlement hearing, or ending on any other date
                  to which the parties may agree, the average closing market
                  price per share of CLC stock for that ten day period (the
                  "Average Price") is less than $8.19, Defendants 


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                  will pay to plaintiffs, in the form(2) of cash and/or
                  additional shares of CLC stock, an amount for each of the
                  550,000 shares equal to the difference between $8.19 and the
                  Average Price, but in no event shall that additional amount
                  paid exceed $6.19 per share; or 

         (2)      If the Average Price is $2.00 or less, Plaintiffs' Co-Lead
                  Counsel may, at their option, terminate this agreement.

CLC shall either register the shares of common stock to be delivered for the
benefit of the Class or shall provide its counsel's certification that the
shares are exempt from registration under Section 3(a)(10) of the Securities Act
of 1933 and are therefore freely tradeable. CLC agrees to issue and deliver such
shares on the instructions of Plaintiffs' Co-Lead Counsel, in whole or in part
and from time to time as instructed by Plaintiffs' Co-Lead Counsel.

                  c.       The Cash Settlement Amount and any interest earned 
thereon, and the shares of CLC common stock (or the proceeds of the sale of any
or all of such shares, if sold, and the interest and any dividends thereon)
shall be the Gross Settlement Fund.

                  5.       a. The Gross Settlement Fund, net of any Taxes (as 
defined below) on the income thereof, shall be used to pay (i) the Notice and
Administration Costs referred to in Paragraph 7 hereof, (ii) the attorneys' fee
and expense award referred to in Paragraph 8 hereof, (iii) the remaining
administration expenses referred to in Paragraph 9 hereof. The balance of the
Gross Settlement Fund after the above payments shall be the Net Settlement Fund
which shall be distributed to the Authorized Claimants as provided in Paragraph
Paragraphs 10-12 hereof. Any sums required to be held in escrow hereunder prior
to the effective date shall be held by Milberg Weiss Bershad Hynes & Lerach LLP,
and Stull, Stull & Brody as Escrow Agents for the Settlement Fund. All funds
held by the Escrow Agents shall be deemed to be in custodia legis of the Court
and shall remain subject to the jurisdiction of the Court until such time as the
funds shall be distributed or returned to Defendants pursuant to this
Stipulation and/or further order of the Court. The Escrow Agents shall invest
any funds in excess of $100,000 in United States Government obligations with a
maturity of 180 days or less, and shall collect and reinvest all interest
accrued thereon. Any funds held in escrow in an amount of 


------------
       (2) CLC shall have discretion to choose the form of such additional 
payment in cash or CLC Shares or any combination thereof. If additional CLC
Shares are used to make up the shortfall, they shall be valued at the Average
Price.

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<PAGE>   8

less than $100,000 may be held in an interest bearing bank account insured by
the FDIC. The parties hereto agree that the Settlement Fund is intended to be a
Qualified Settlement Fund within the meaning of Treasury Regulation Section
1.468B-1 and that the Escrow Agents, as administrators of the Settlement Fund
within the meaning of Treasury Regulation Section 1.468B-2(k)(3), shall be
responsible for filing tax returns for the Settlement Fund and paying from the
Settlement Fund any Taxes owed with respect to the Settlement Fund. Counsel for
CLC agrees to provide promptly to the Escrow Agent the statement described in
Treasury Regulation Section 1.468B-3(e).

                           b.       All (i) taxes on the income of the 
Settlement Fund, and (ii) expenses and costs incurred in connection with the
taxation of the Settlement Fund (including, without limitation, expenses of tax
attorneys and accountants) (collectively "Taxes") shall be paid out of the
Settlement Fund, shall be considered to be a cost of administration of the
settlement and shall be timely paid by the Escrow Agent without prior Order of
the Court. 

i) Administration

                  6.       The Claims Administrator shall administer the 
Settlement under Plaintiffs' Co-Lead Counsel's supervision and subject to the
jurisdiction of the Court. Except as stated in Paragraph 14 hereof, Defendants
shall have no responsibility for the administration of the Settlement and shall
have no liability to the Class in connection with such administration.
Defendants' Counsel shall cooperate in the administration of the Settlement to
the extent reasonably necessary to effectuate its terms, including providing all
information from CLC's transfer records concerning the identity of class members
and their transactions.

                  7.       Prior to the Effective Date, Plaintiffs' Co-Lead 
Counsel may expend from the Settlement Amount, without further approval from the
Defendants or the Court, the reasonable costs and expenses associated with the
administration of the Settlement, including without limitation, the costs of
identifying members of the Class and effecting mail Notice and Publication
Notice. Such amounts shall include, without limitation, the actual costs of
publication, printing and mailing the Notice, reimbursements to nominee owners
for forwarding notice to their beneficial owners, and the administrative
expenses incurred and fees charged by the Claims Administrator in connection
with providing notice and processing the claims filed. 

(ii) Attorneys' Fees And Expenses


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                  8.       Plaintiffs' Counsel will apply to the Court for an 
award from the Gross Settlement Fund of attorneys' fees and reimbursement of
expenses. Such attorneys' fee and expenses as are awarded by the Court shall be
paid from the Gross Settlement Fund to Plaintiffs' Counsel immediately upon
award, notwithstanding the existence of any timely filed objections thereto, or
potential for appeal therefrom, or collateral attack on the settlement or any
part thereof, subject to Plaintiffs' Counsel's obligation to make appropriate
refunds or repayments to the settlement fund plus accrued interest, if and when,
as a result of any appeal and/or further proceedings on remand, or successful
collateral attack, the fee or cost award is reduced or reversed. 

                  (iii)    Administration Expenses

                  9.       Plaintiffs' Counsel will apply to the Court, on 
notice to Defendants' Counsel, for an order (the "Class Distribution Order")
approving the Claims Administrator's administrative determinations concerning
the acceptance and rejection of the claims filed herein and approving the fees
and expenses of the Claims Administrator, and, if the Effective Date has
occurred, directing payment of the Net Settlement Fund to Authorized Claimants.
(iv) Distribution To Authorized Claimants

                  10.      The Claims Administrator shall determine each 
Authorized Claimant's pro rata share of the "Net Settlement Fund" (the Gross
Settlement Fund including interest net of Taxes and less all approved costs fees
and expenses) based upon each Authorized Claimant's Recognized Claim (as defined
in the Plan of Allocation described in the Notice annexed hereto as Exhibit 1 to
Exhibit A, or in such other Plan of Allocation as the Court approves).

                  11.      The Plan of Allocation proposed in the Notice is not 
a necessary term of this Stipulation and it is not a condition of this
Stipulation that that Plan of Allocation be approved.

                  12.      a.       Each Authorized Claimant shall be allocated
a pro rata share of the Net Settlement Fund based on his or her Recognized Claim
compared to the total Recognized Claims of all accepted claimants.

                           b.       To the extent not previously distributed in
accordance with instructions from Plaintiffs' Co-Lead Counsel, Defendants shall
cause the shares of CLC common stock to be distributed to the members of the
Class in proportion to the Authorized Claimant's Recognized Claims as determined
by the Claims 


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<PAGE>   10

Administrator. No fractional shares shall be issued. No adjustment
will be made in the cash distributions for fractional shares.

                  c.       Defendants will have no involvement in reviewing or
challenging claims. 

Administration of the Settlement

                  13.      Any member of the Class who does not file a valid 
Proof of Claim will not be entitled to receive any of the proceeds from the Net
Settlement Fund but will otherwise be bound by all of the terms of this
Stipulation and the Settlement, including the terms of the Judgment to be
entered in the Action and the releases provided for herein, and will be barred
from bringing any action against the Released Parties concerning the Settled
Claims.

                  14.      Plaintiffs' Co-Lead Counsel shall be responsible for
supervising the administration of the Settlement and disbursement of the Net
Settlement Fund by the Claims Administrator. Except for their obligation to pay
the Settlement Amount and CLC shares, and to cooperate in the production of
information with respect to the identification of class members from the CLC's
shareholder transfer records, as provided herein, and to issue the CLC shares in
accordance with the instructions to be provided by Plaintiffs' Co-Lead Counsel
and/or the Claims Administrator, Defendants shall have no liability, obligation
or responsibility for the administration of the Settlement or disbursement of
the Net Settlement Fund. Plaintiffs' Co-Lead Counsel shall have the right, but
not the obligation, to waive what they deem to be formal or technical defects in
any Proofs of Claim filed in the interests of achieving substantial justice.

                  15.      For purposes of determining the extent, if any, to 
which a Class Member shall be entitled to be treated as an "Authorized
Claimant", the following conditions shall apply:

                           a.       Each Class Member shall be required to 
submit a Proof of Claim (see attached Exhibit 3 to Exhibit A), supported by such
documents as are designated therein, including proof of the Claimant's loss, or
such other documents or proof as Plaintiffs' Co-Lead Counsel, in their
discretion, may deem acceptable;

                           b.       All Proofs of Claim must be submitted by 
the date specified in the Notice unless such period is extended by Order of the
Court. Any Class Member who fails to file a Proof of Claim by such date shall be
forever barred from receiving any payment pursuant to this Stipulation (unless,
by Order of the Court, a later filed Proof of Claim by such Class Member is
approved), but shall in all other respects be bound by all of the 


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<PAGE>   11

terms of this Stipulation and the Settlement including the terms of the Judgment
to be entered in the Action and the releases provided for herein, and will be
barred from bringing any action against the Released Parties concerning the
Settled Claims. Provided that it is received before the distribution of the Net
Settlement Fund, a Proof of Claim shall be deemed to have been submitted when
posted, if received with a postmark indicated on the envelope and if mailed
first-class postage prepaid and addressed in accordance with the instructions
thereon. In all other cases, the Proof of Claim shall be deemed to have been
submitted when actually received by Plaintiffs' Counsel or its designee;

                           c.       Each Proof of Claim shall be submitted to 
and reviewed by the Claims Administrator, under the supervision of Plaintiffs'
Co-Lead Counsel, who shall determine in accordance with this Stipulation the
extent, if any, to which each claim shall be allowed, subject to review by the
Court pursuant to subparagraph e. below;

                           d.       Proofs of Claim that do not meet the filing
requirements may be rejected. Prior to rejection of a Proof of Claim, the Claims
Administrator shall communicate with the Claimant in order to remedy the curable
deficiencies in the Proof of Claims submitted. The Claims Administrator, under
supervision of Plaintiffs' Co-Lead Counsel, shall notify, in a timely fashion
and in writing, all Claimants whose Proofs of Claim they propose to reject in
whole or in part, setting forth the reasons therefor, and shall indicate in such
notice that the Claimant whose claim is to be rejected has the right to a review
by the Court if the Claimant so desires and complies with the requirements of
subparagraph (e) below; and

                           e.       If any Claimant whose claim has been 
rejected in whole or in part desires to contest such rejection, the Claimant
must, within twenty (20) days after the date of mailing of the notice required
in subparagraph (d) above, serve upon the Claims Administrator a notice and
statement of reasons indicating the Claimant's grounds for contesting the
rejection along with any supporting documentation, and requesting a review
thereof by the Court. If a dispute concerning a claim cannot be otherwise
resolved, Plaintiffs' Co-Lead Counsel shall thereafter present the request for
review to the Court.

                           f.       The administrative determinations of the 
Claims Administrator accepting and rejecting claims shall be presented to the
Court, on notice to Defendants' Counsel, for approval by the Court in the Class
Distribution Order.


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<PAGE>   12

                  16.      Each Claimant shall be deemed to have submitted to 
the jurisdiction of the Court with respect to the Claimant's claim, and the
claim will be subject to investigation and discovery under the Federal Rules of
Civil Procedure, provided that such investigation and discovery shall be limited
to that Claimant's status as a Class Member and the validity and amount of the
Claimant's claim. No discovery shall be allowed on the merits of the Action or
Settlement in connection with processing of the Proofs of Claim.

                  17.      Payment pursuant to this Stipulation shall be deemed
final and conclusive against all Class Members. All Class Members whose claims
are not approved by the Court shall be barred from participating in
distributions from the Net Settlement Fund, but otherwise shall be bound by all
of the terms of this Stipulation and the Settlement, including the terms of the
Judgment to be entered in the Action and the releases provided for herein, and
will be barred from bringing any action against the Released Parties concerning
the Settled Claims.

                  18.      All proceedings with respect to the administration,
processing and determination of claims described by Paragraph 15 of this
Stipulation and the determination of all controversies relating thereto,
including disputed questions of law and fact with respect to the validity of
claims, shall be subject to the jurisdiction of the Court.

                  19.      The Net Settlement Fund shall be distributed to 
Authorized Claimants by the Claims Administrator only after the Effective Date
and after: (i) all Claims have been processed, and all Claimants whose Claims
have been rejected or disallowed, in whole or in part, have been notified and
provided the opportunity to be heard concerning such rejection or disallowance;
(ii) all objections with respect to all rejected or disallowed claims have been
resolved by the Court, and all appeals therefrom have been resolved or the time
therefor has expired; and (iii) all matters with respect to attorneys' fees,
costs, and disbursements have been resolved by the Court, all appeals therefrom
have been resolved or the time therefor has expired, and (iv) all costs of
administration have been paid. 

Terms of Order for Notice and Hearing

                  20.      Concurrently with their application for preliminary 
Court approval of the Settlement contemplated by this Stipulation, Plaintiffs'
Counsel and Defendants' Counsel jointly shall apply to the Court for entry of an
Order for Notice and Hearing, substantially in the form annexed hereto as
Exhibit A. 

Terms of Order and Final Judgment

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<PAGE>   13

                  21.      If the Settlement contemplated by this Stipulation is
approved by the Court, counsel for the parties shall request that the Court
enter an Order and Final Judgment substantially in the form annexed hereto as
Exhibit B. 

Effective Date of Settlement, Waiver or Termination

                  22.      The Effective Date of Settlement shall be the date 
when all the following shall have occurred:

                           (a)      entry of the Order for Notice and Hearing 
substantially in the form annexed hereto as Exhibit A;

                           (b)      approval by the Court of the Settlement,
following notice to the Class and a hearing, as prescribed by Rule 23 of the
Federal Rules of Civil Procedure; and

                           (c)      entry by the Court of an Order and Final
Judgment, substantially in the form set forth in Exhibit B annexed hereto, and
the expiration of any time for appeal or review of such Order and Final
Judgment, or, if any appeal is filed and not dismissed, after such Order and
Final Judgment is upheld on appeal in all material respects and is no longer
subject to review upon appeal or review by writ of certiorari, or, in the event
that the Court enters an order and final judgment in form other than that
provided above ("Alternative Judgment") and none of the parties hereto elect to
terminate this Settlement, the date that such Alternative Judgment becomes final
and no longer subject to appeal or review.

                  23.      In the event that putative Class Members whose claims
represent more than 5% of the total damages incurred3 in this Action choose to
opt out of the Class, the Defendants, or any of them, may, at their option,
terminate the settlement. The Order for Notice and Hearing shall provide that
requests for exclusion shall be received at least ten (10) days prior to the
Settlement Hearing date. Upon receiving any request(s) for exclusion pursuant to
the Notice, the Claims Administrator shall promptly notify Plaintiffs' Co-Lead
Counsel and counsel for Defendants of such request(s) for exclusion, and shall
provide such counsel with copies of any requests for exclusion.


----------
       (3) Calculated in accordance with the Recognized Claim formula as set 
forth in the Notice compared to the potential average per share recovery, as set
forth in the Notice at paragraph 3, for all shares which may have been damaged,
as set forth in the Notice at paragraph 2.


                                     - 13 -
<PAGE>   14

                  24.      If the Defendants elect to exercise the option set 
forth in Paragraph 23 hereof, written notice of such election must be provided
to Plaintiffs' Co-Lead Counsel on or before five (5) calendar days prior to the
Settlement Fairness Hearing.

                  25.      In the event that Defendants file a written notice of
their intent to terminate the settlement pursuant to Paragraph 23 hereof, the
Defendants may withdraw their election by providing written notice of such
withdrawal to Plaintiffs' Counsel no later than 5:00 P.M. Eastern Daylight Time
on the day prior to the Settlement Fairness Hearing, or by such later date as
shall be agreed upon in writing as between Plaintiffs' Co-Lead Counsel and
counsel for the Defendants.

                  26.      If the Defendants elect to withdraw from the 
Stipulation pursuant to Paragraph 23 above, Plaintiffs' Co-Lead Counsel may,
within five (5) days of receipt of such notice of intention to withdraw from the
settlement (or such longer period as shall be agreed upon in writing between
Plaintiffs' Co-Lead Counsel and counsel for Defendants), review the validity of
any request for exclusion and may attempt to cause retraction or withdrawal of
any request for exclusion. If, within the five (5) day period (or longer period
agreed upon in writing), Plaintiffs' Lead Counsel succeed in causing the filing
of retractions or withdrawals of a sufficient number of requests for exclusion
such that the number of shares represented by the remaining requests for
exclusion does not constitute grounds for withdrawal as specified in Paragraph
23 above, then any withdrawal from the Stipulation by Defendants shall
automatically be deemed to be a nullity. To retract or withdraw a prior request
for exclusion, a member of the Class must file a written notice with the Court
stating the person's or entity's desire to retract or withdraw his, her or its
request for exclusion and that person's or entity's desire to be bound by any
judgment or settlement in this action; provided, however, that the filing of
such written notice may be facilitated by Plaintiffs' Co-Lead Counsel.

                  27.      If a Defendant elects to withdraw from the 
Stipulation in accordance with Paragraph 23 and such withdrawal is not nullified
in accordance with Paragraph 26, this Stipulation shall be withdrawn and
terminated and deemed null and void, and the provisions of paragraph 30 of this
Stipulation shall apply.

                  28.      Defendants' Counsel or Plaintiffs' Co-Lead Counsel 
shall have the right to terminate the Settlement and this Stipulation by
providing written notice of their election to do so ("Termination Notice") to
all other parties hereto within thirty days of (a) the Court's declining to
enter the Order for Notice and Hearing in any material respect; (b) the Court's
refusal to approve this Stipulation or any material part of it; (c) the Court's
declining 


                                     - 14 -
<PAGE>   15

to enter the Order and Final Judgment in any material respect; (d) the date upon
which the Order and Final Judgment is modified or reversed in any material
respect by the Court of Appeals or the Supreme Court; or (e) the date upon which
an Alternative Judgment is modified or reversed in any material respect by the
Court of Appeals or the Supreme Court. In the event of any such Termination
Notice is validly given this Stipulation shall be withdrawn and terminated and
deemed null and void, and the provisions of paragraph 30 of this Stipulation
shall apply.

                  29.      a.       Plaintiffs' Co-Lead Counsel shall have 
the right to terminate the Settlement and this Stipulation by providing a
Termination Notice to Defendants' Counsel, if the Average Price is $2.00 or
less. In the event of any such Termination Notice is validly given this
Stipulation shall be withdrawn and terminated and deemed null and void, and the
provisions of paragraph 30 of this Stipulation shall apply.

                           b.       In the event that there is any non-delivery
by CLC of any of the shares required to be delivered hereunder within ten (10)
business days after Plaintiffs' Co-Lead Counsel furnishes directions for such
delivery to Defendants' counsel, then Plaintiffs' Co-Lead Counsel shall have the
option to terminate this Settlement or move for specific enforcement of CLC's
obligation to deliver such shares, unless such non-delivery is cured within ten
(10) business days.

                  30.      Except as otherwise provided herein, in the event the
Settlement is terminated or modified in any material respect or fails to become
effective for any reason, then the parties to this Stipulation shall be deemed
to have reverted to their respective status in the Action as of the date and
time immediately prior January 8, 1999 and, except as otherwise expressly
provided, the parties shall proceed in all respects as if this Stipulation and
any related orders had not been entered, and any portion of the Settlement
Amount previously paid by Defendants, together with any interest earned thereon,
less any Taxes due with respect to such income, and less costs of notice and
administration incurred, shall be returned to the Defendants paying the same. 

No Admission of Wrongdoing

                  31.      This Stipulation, whether or not consummated, and any
proceedings taken pursuant to it: 

                           (a)      shall not be offered or received against 
the Defendants as evidence of or construed as or deemed to be evidence of any
presumption, concession, or admission by any of the Defendants of the truth of
any fact alleged by Plaintiffs or the validity of any claim that had been or
could have been asserted in the Action or in 


                                     - 15 -
<PAGE>   16

any litigation, or the deficiency of any defense that has been or could have
been asserted in the Action or in any litigation, or of any liability,
negligence, fault, or wrongdoing of Defendants;

                           (b)      shall not be offered or received against 
the Defendants as evidence of a presumption, concession or admission of any
fault, misrepresentation or omission with respect to any statement or written
document approved or made by any Defendant, or against the Plaintiffs and the
Class as evidence of any infirmity in the claims of Plaintiffs and the Class;

                           (c)      shall not be offered or received against 
the Defendants as evidence of a presumption, concession or admission of any
liability, negligence, fault or wrongdoing, or in any way referred to for any
other reason as against any of the parties to this Stipulation, in any other
civil, criminal or administrative action or proceeding, other than such
proceedings as may be necessary to effectuate the provisions of this
Stipulation; provided, however, that if this Stipulation is approved by the
Court, Defendants may refer to it to effectuate the liability protection granted
them hereunder;

                           (d)      shall not be offered or received as 
evidence of a presumption, concession or admission of the lack of any liability,
fault or wrongdoing claimed by Plaintiffs or of any infirmity of the claims
Plaintiffs asserted or intended to assert, or in any way referred to for any
other reason, against the Plaintiffs or any member of the Class in this or any
other civil, criminal or administrative action or proceeding other than such
proceedings as may be necessary to consummate or enforce this Stipulation; and

                           (e)      shall not be construed against the 
Defendants or the Plaintiffs or the Class as an admission or concession that the
consideration to be given hereunder represents the amount which could be or
would have been recovered after trial.

Miscellaneous Provisions

                  32.      All of the exhibits attached hereto are hereby
incorporated by reference as though fully set forth herein.

                  33.      Each Defendant warrants as to himself, herself or 
itself that, as to the payments made by or on behalf of him, her or it, at the
time of such payment that the Defendant made or caused to be made pursuant to
paragraph 4 above, he, she or it was not insolvent nor did nor will the payment
required to be made by or on behalf of him, her or it render such Defendant
insolvent within the meaning of and/or for the purposes of the United States


                                     - 16 -
<PAGE>   17

Bankruptcy Code, including Sections 101 and 547 thereof. This warranty is made
by each such Defendant and not by such Defendant's counsel.

                  34.      If a case is commenced in respect of any Defendant 
under Title 11 of the United States Code (Bankruptcy), or a trustee, receiver or
conservator is appointed under any similar law, and in the event of the entry of
a final order of a court of competent jurisdiction determining the transfer of
money to the Escrow Account or any portion thereof by or on behalf of such
Defendant to be a preference, voidable transfer, fraudulent transfer or similar
transaction and any portion thereof is required to be returned, and such amount
is not promptly deposited to the Cash Settlement Fund by other settling
Defendants, then, at the election of Plaintiffs' Co-Lead Counsel, the parties
shall jointly move the Court to vacate and set aside the releases given and
Judgment entered in favor of the Defendants pursuant to this Stipulation, which
releases and Judgment shall be null and void, and the Parties shall be restored
to their respective positions in the litigation as of January 7, 1999 and any
cash amounts in escrow shall be returned as provided in paragraph 30 above.

                  35.      The Parties to this Stipulation intend the 
Settlement to be a final and complete resolution of all disputes asserted or
which could be asserted by the Class Members against the Released Parties with
respect to the Settled Claims. Accordingly, the Plaintiffs and the Defendants
agree not to assert in any forum that the litigation was brought or defended in
bad faith or without a reasonable basis. The Parties agree that the amount paid
and the other terms of the Settlement were negotiated at arms'-length in good
faith by the Parties, and reflect a settlement that was reached voluntarily
after consultation with experienced legal counsel.

                  36.      This Stipulation may not be modified or amended, nor 
may any of its provisions be waived except by a writing signed by all parties
hereto or their successors-in-interest.

                  37.      The headings herein are used for the purpose of
convenience only and are not meant to have legal effect.

                  38.      The administration and consummation of the 
Settlement as embodied in this Stipulation shall be under the authority of the
Court and the Court shall retain jurisdiction for the purpose of entering orders
providing for awards of attorneys' fees and expenses to Plaintiffs' Counsel and
enforcing the terms of this Stipulation.


                                     - 17 -
<PAGE>   18

                  39.      The waiver by one party of any breach of this 
Stipulation by any other party shall not be deemed a waiver of any other prior
or subsequent breach of this Stipulation.

                  40.      This Stipulation and its exhibits constitute the 
entire agreement among the parties hereto concerning the Settlement of the
Action, and no representations, warranties, or inducements have been made by any
party hereto concerning this Stipulation and its exhibits other than those
contained and memorialized in such documents.

                  41.      This Stipulation may be executed in one or more
counterparts. All executed counterparts and each of them shall be deemed to be
one and the same instrument provided that counsel for the parties to this
Stipulation shall exchange among themselves original signed counterparts.

                  42.      This Stipulation shall be binding upon, and inure to
the benefit of, the successors and assigns of the parties hereto.

                  43.      The construction, interpretation, operation, effect 
and validity of this Stipulation, and all documents necessary to effectuate it,
shall be governed by the internal laws of the State of Virginia without regard
to conflicts of laws, except to the extent that federal law requires that
federal law governs.

                  44.      This Stipulation shall not be construed more strictly
against one party than another merely by virtue of the fact that it, or any part
of it, may have been prepared by counsel for one of the parties, it being
recognized that it is the result of arms'-length negotiations between the
parties and all parties have contributed substantially and materially to the
preparation of this Stipulation.

                  45.      All counsel and any other person executing this
Stipulation and any of the exhibits hereto, or any related settlement documents,
warrant and represent that they have the full authority to do so and that they
have the authority to take appropriate action required or permitted to be taken
pursuant to the Stipulation to effectuate its terms.

                  46.      Plaintiffs' Co-Lead Counsel and Defendants' Counsel 
agree to cooperate fully with one another in seeking Court approval of the Order
for Notice and Hearing, the Stipulation and the Settlement, and to promptly
agree upon and execute all such other documentation as may be reasonably
required to obtain final approval by the District Court of the Settlement.

DATED: February 17, 1999

                                     - 18 -
<PAGE>   19
                              /S/ COHEN, MILSTEIN,
                                  HAUSFELD & TOLL, P.L.L.C.
                              ---------------------------------
                              COHEN, MILSTEIN, HAUSFELD
                                & TOLL, P.L.L.C.
                              1100 New York Avenue, N.W.
                              West Tower, Suite 500
                              Washington, DC  20005-3934



                              Plaintiffs Liaison Counsel


                              /S/ MILBERG WEISS BERSHAD HYNES
                              & LERACH, LLP
                              ---------------------------------
                              MILBERG WEISS BERSHAD HYNES
                                & LERACH, LLP
                              One Pennsylvania Plaza
                              New York, NY  10019-0165

                              Kenneth J. Vianale
                                5355 Town Center Road
                                Suite 900
                                Boca Raton, FL 33486


                                     - 19 -
<PAGE>   20


                              /S/  REINHARDT & ANDERSON
                              ---------------------------------
                              REINHARDT & ANDERSON
                              E-1000 First National Bank Bldg.
                              332 Minnesota Street
                              St. Paul, MN 55101

                              /S/ STULL, STULL & BRODY
                              ---------------------------------
                              STULL, STULL & BRODY Aaron
                              Brody 6 East 45th Street
                              New York, NY 10017

                              CO-LEAD COUNSEL FOR PLAINTIFFS

                              /S/  GARWIN BRONZAFT GERSTEIN
                              & FISHER, L.L.P.
                              ---------------------------------
                              GARWIN BRONZAFT GERSTEIN
                                & FISHER, L.L.P.
                              1501 Broadway
                              Suite 1416
                              New York, NY 10036

                              /S/  WECHSLER HARWOOD HALEBIAN
                                   & FEFFER LLP
                              ---------------------------------
                              WECHSLER HARWOOD HALEBIAN
                                & FEFFER LLP
                              488 Madison Avenue
                              New York, NY 10022

                              /S/   MORRIS AND MORRIS
                              ---------------------------------
                              MORRIS AND MORRIS
                              1605 North Market Street
                              Wilmington, DE 19801

                              /S/  WEISS & YOURMAN
                              ---------------------------------
                              WEISS & YOURMAN
                              551 Fifth Avenue
                              New York, NY 10176

                              /S/  BERNSTEIN LITOWITZ BERGER
                                   & GROSSMANN LLP
                              ---------------------------------
                              BERNSTEIN LITOWITZ BERGER
                                & GROSSMANN LLP
                              1285 Avenue of the Americas
                              New York, NY 10019

                              /S/   CHITWOOD & HARLEY
                              ---------------------------------
                              CHITWOOD & HARLEY
                              2900 Promenade II
                              1230 Peachtree Street, N.E.
                              Atlanta, GA 30309


                                     - 20 -
<PAGE>   21

                              /S/ KIRBY MCINERNEY &
                              ---------------------------------
                              SQUIRE, LLP KIRBY MCINERNEY
                              & SQUIRE, LLP 830 Third
                              Avenue 10th Floor New York,
                              NY 10022

                              /S/  ELWOOD S. SIMON
                                   & ASSOCIATES, P.C.
                              ---------------------------------
                              ELWOOD S. SIMON
                                & ASSOCIATES, P.C.
                              355 Old South Woodward Avenue
                              Suite 250
                              Birmingham, MI 48009

                              /S/  ROBERT D. ALLISON & ASSOCIATES
                              ---------------------------------
                              ROBERT D. ALLISON & ASSOCIATES
                              122 South Michigan Avenue
                              Chicago, IL 60603

                              /S/ LAW OFFICES OF
                                  LIONEL Z. GLANCY
                              ---------------------------------
                              LAW OFFICES OF
                                LIONEL Z. GLANCY
                              1801 Avenue of the Stars
                              Suite 308
                              Los Angeles, CA 90067

                              /S/  FUTTERMAN & HOWARD CHTD.
                              ---------------------------------
                              FUTTERMAN & HOWARD CHTD.
                              122 South Michigan Avenue
                              Suite 1850
                              Chicago, IL 60603

                              /S/  ROBINSON CURLEY
                                   & CLAYTON, P.C.
                              ---------------------------------
                              ROBINSON CURLEY
                                & CLAYTON, P.C.
                              300 South Wacker Drive
                              Chicago, IL 60606

                              /S/  MILLER FAUCHER CAFFERTY
                                   & WEXLER LLP
                              ---------------------------------
                              MILLER FAUCHER CAFFERTY
                                & WEXLER LLP
                              30 North LaSalle Street
                              Suite 3200
                              Chicago, IL 60602


                                     - 21 -
<PAGE>   22


                              /S/  SCHIFFRIN CRAIG
                                   & BARROWAY LLP
                              ---------------------------------
                              SCHIFFRIN CRAIG
                                & BARROWAY LLP
                              750 West Lake Cook Road
                              Suite 190
                              Buffalo Grove, IL 60089

                              /S/  HOFFMAN & EDELSON
                              ---------------------------------
                              HOFFMAN & EDELSON
                              45 West Court Street
                              Doylestown, PA 18901

                              /S/  WOLF POPPER LLP
                              ---------------------------------
                              WOLF POPPER LLP
                              845 Third Avenue
                              New York, NY 10022

                              /S/  Patricia D. Ryan
                              ---------------------------------
                              Patricia D. Ryan
                              (Va. Bar No. 35495)
                              4350 North Fairfax Drive
                              Suite 900
                              Arlington, VA 22203

                              /S/  FINKELSTEIN, THOMPSON
                                   & LOUGHRAN
                              ---------------------------------
                              FINKELSTEIN, THOMPSON
                                & LOUGHRAN
                              1055 Thomas Jefferson
                              Street, N.W., Suite 601
                              Washington, DC 20007

                              /S/  RABIN & PECKEL, LLP
                              ---------------------------------
                              RABIN & PECKEL, LLP
                              275 Madison Avenue
                              New York, NY 10016


                                     - 22 -
<PAGE>   23
<TABLE>
<S>                                 <C>


                                    /S/  LAW OFFICE OF LEO W. DESMOND
                                    ---------------------------------
                                    LAW OFFICE OF LEO W. DESMOND
                                    2161 Palm Beach Lakes Blvd.
                                    Suite 204
                                    West Palm Beach, FL 33409

                                    ATTORNEYS FOR PLAINTIFFS


                                    DEFENSE COUNSEL:

/S/  HALE and DORR LLP              S/  Gaela K. Gehring-Flores (Va.Bar No. 40428)
-----------------------------       -----------------------------------------------
HALE and DORR LLP                   Gaela K. Gehring-Flores (Va.Bar No. 40428)
1455 Pennsylvania Avenue, N.W.      1615 L Street, N.W.
Suite 1000                          Washington, D.C. 20036-5694
Washington, DC 20004

                                    /S/ PAUL, WEISS, RIFKIND,
                                    WHARTON & GARRISON 
                                    ---------------------------------
                                    PAUL, WEISS, RIFKIND, 
                                    WHARTON & GARRISON 
                                    1285 Avenue of the Americas 
                                    New York, New York 10019-6064

                                    Attorneys for the Defendants

</TABLE>
<PAGE>   24
EXHIBIT A

                      IN THE UNITED STATES DISTRICT COURT
                      FOR THE EASTERN DISTRICT OF VIRGINIA
                              ALEXANDRIA DIVISION


<TABLE>
<S>                                                          <C> <C>
GANESH, L.L.C., et al., On Behalf of Themselves and All      ))
Others Similarly Situated,                                   ))
                                                             ))
                                  Plaintiffs,                ))  Civil Action No. 98-859-A
                                                             ))
         vs.                                                 )   CLASS ACTION
                                                             )   ------------
                                                             )
COMPUTER LEARNING CENTERS, INC., REID R. BECHTLE, CHARLES    )
L. COSGROVE, HARRY H. GAINES and STEPHEN P. REYNOLDS,         
                                                              
                                  Defendants.                 
                                                              
                                                             
                                                             
</TABLE>
                        PRELIMINARY ORDER IN CONNECTION
                          WITH SETTLEMENT PROCEEDINGS

                 WHEREAS, on February 17, 1999, the parties to the
above-entitled litigation entered into a Stipulation and Agreement of
Settlement (the "Stipulation") which is subject to review under Rule 23 of the
Federal Rules of Civil Procedure ("F.R.Civ.P.") and which, together with the
exhibits thereto, sets forth the terms and conditions for the proposed
settlement of the claims alleged in the Consolidated Complaint on the merits
and with prejudice upon the terms and conditions set forth in the Stipulation;
and the Court having read and considered the Stipulation and the accompanying
documents; and the Court having entered an Order dated March 12, 1999
certifying that this action may proceed as a class action pursuant to Rules 23
(a) and 23 (b) (3) of the Federal Rules of Civil Procedure for the limited
purposes of settlement, pursuant to a Memorandum Opinion also dated March 12,
1999 finding that all the requirements for class certification were met for the
purposes of settlement; and the parties to the Stipulation having consented to
the entry of this Order; and all capitalized terms used herein having the
meanings defined in the Stipulation;
<PAGE>   25
                 NOW, THEREFORE, IT IS HEREBY ORDERED, this _______ day of
___________, 1999, that:

                 47.      A hearing (the "Settlement Fairness Hearing")
pursuant to F.R.Civ.P. 23(e) is hereby scheduled to be held before the Court on
____________ __, 1999, at __:__ _.m. for the following purposes:

                 a.       to finally determine whether this action satisfies
the applicable prerequisites for class action treatment under F.R.Civ.P. 23(a)
and (b);

                 b.       to determine whether the proposed Settlement is fair,
reasonable, adequate and in the best interests of the Class and should be
approved by the Court;

                 c.       to determine whether the proposed Plan of Allocation
is fair and reasonable and in the best interests of the Class and should be
approved by the Court;

                 d.       to determine whether the Order and Final Judgment as
provided under the Stipulation should be entered, dismissing the Complaint
filed herein, on the merits and with prejudice, and to determine whether the
release by the Class to the Released Parties, as set forth in the Stipulation,
should be provided to the Released Parties;

                 e.       to consider Plaintiffs' Counsel's application for an
award of Attorneys' Fees and Expenses; and

                 f.       to rule upon such other matters as the Court may deem
appropriate.

                 48.      The Court reserves the right to approve the
Settlement with or without modification and with or without further notice of
any kind.  The Court further reserves the right to enter its Order and Final
Judgment approving the Stipulation and dismissing the Complaint on the merits
and with prejudice regardless of whether it has approved the Plan of Allocation
or whether it has approved or awarded attorneys' fees and expenses.





                                     - 25 -
<PAGE>   26
                 49.      The Court approves the form, substance and
requirements of the Notice of Pendency of Class Action, Hearing On Proposed
Settlement and Attorneys' Fee Petition, and Notice of Right to Share in
Settlement Fund (the "Class Notice"), and the Proof of Claim form annexed
hereto as Exhibits 1 and 2 respectively.

                 50.      The Claims Administrator, under Plaintiffs' Co-Lead
Counsel's supervision, shall cause the Class Notice and the Proof of Claim,
substantially in the form annexed hereto, to be mailed, by first class mail,
postage prepaid, on or before_______ _____ __, 1999, to all Class Members who
can be identified with reasonable effort.  The Defendants shall cooperate in
making their books, records and information (and that of their Transfer Agent)
available to the Claims Administrator for the purpose of identifying and giving
notice to the Class.  The Claims Administrator shall use reasonable efforts to
give notice to nominee owners such as brokerage firms and other persons or
entities who held or now hold CLC common stock as record owners but not as
beneficial owners. Such nominee owners are directed to forward copies of the
Class Notice and Proof of Claim to their beneficial owners or to provide the
Claims Administrator with lists of the names and addresses of the beneficial
owners, and the Claims Administrator is ordered to send the Class Notice and
Proof of Claim promptly to such beneficial owners.  Additional copies of the
Class Notice shall be made available to any record holder requesting such for
the purpose of distribution to beneficial owners, and such record holders shall
be reimbursed from the Settlement Fund, upon receipt by the Claims
Administrator of proper documentation, for the reasonable out-of-pocket expense
of sending the Class Notices and Proof of Claim to beneficial owners.
Plaintiffs' Co-Lead Counsel shall, at or before the Settlement Fairness
Hearing, file with the Court proof of mailing of the Class Notice and Proof of
Claim.

                 51.      The Court approves the form of Publication Notice of
the pendency of this class action and the proposed settlement in substantially
the form and content annexed hereto as Exhibit 3 and directs that Plaintiffs'
Co-Lead Counsel shall cause the Publication Notice to be published in the
national edition of The Wall Street Journal within ten days of the mailing of
the Class Notice.  Plaintiffs' Co-Lead Counsel shall, at or before the
Settlement Fairness Hearing, file with the Court proof of publication of the
Published Notice.





                                     - 26 -
<PAGE>   27

                 52.      The form and method set forth herein of notifying the
Class of the Settlement and its terms and conditions meet the requirements of
F.R.Civ.P. 23 and due process, constitute the best notice practicable under the
circumstances, and shall constitute due and sufficient notice to all persons
and entities entitled thereto.

                 53.      In order to be entitled to participate in the Net
Settlement Fund, in the event the Settlement is effected in accordance with all
of the terms and conditions thereof, each Class Member shall take the following
actions and be subject to the following conditions:

                 (a)      A properly executed Proof of Claim (the "Proof of
Claim"), substantially in the form attached hereto as Exhibit 2, must be filed
with the Court, at the Post Office box indicated in the Class Notice, not later
than ____________ __, 1999.  Such deadline may be further extended by Court
Order.  Each Proof of Claim shall be deemed to have been filed when postmarked
(if properly addressed and mailed by first class mail, postage prepaid)
provided such Proof of Claim is actually received prior to the order of the
Court approving distribution of the Net Settlement Fund.  Any Proof of Claim
submitted in any other manner shall be deemed to have been filed when it was
actually received at the address designated in the Class Notice.

                 (b)      The Proof of Claim filed by each Class Member must
satisfy the following conditions:  (i) it must be properly filled out, signed
and filed in a timely manner in accordance with the provisions of the preceding
subparagraph; (ii) it must be accompanied by adequate supporting documentation
for the transactions reported therein, in the form of broker confirmation
slips, broker account statements, an authorized statement from the broker
containing the transactional information found in a broker confirmation slip,
or such other documentation as is deemed adequate by Plaintiffs' Co-Lead
Counsel; (iii) if the person executing the Proof of Claim is acting in a
representative capacity, a certification of his current authority to act on
behalf of the Class Member must be included in the Proof of Claim; and (iv) the
Proof of Claim must be complete and contain no material deletions or
modifications of any of the printed matter contained therein and must be signed
under penalty of perjury.

                 (c)      As part of the Proof of Claim, each Class Member
shall submit to the jurisdiction of the Court with respect to the claim
submitted, and shall (subject to effectuation of the Settlement) release all
claims as provided in the Stipulation.





                                     - 27 -
<PAGE>   28
                 54.      Any putative Class Member who wishes to be excluded
from the Class may request exclusion by submitting a written notice requesting
exclusion from the Class and showing the Class Member's name, address and
Social Security or Taxpayer Identification Number.  In addition, the putative
Class Member shall be requested to provide the date(s) price(s) and amount(s)
of shares of CLC common stock purchased or sold during the Class Period.  To be
effective, the written request for exclusion must be signed by the beneficial
owner of the stock, or his, her or its legal representative, and must be
mailed, postage prepaid, to Computer Learning Centers Securities Litigation --
Exclusion Requests, C/O the Claims Administrator, at the address indicated in
the Notice, so as to be received no later than __________ __, 1999.

                 55.      Class Members requesting exclusion from the Class
shall not be entitled to receive any payment out of the Net Settlement Fund as
described in the Stipulation and Class Notice.





                                     - 28 -
<PAGE>   29
                 56.      The Court will consider comments and/or objections to
the Settlement, the Plan of Allocation, and/or the award of attorneys' fees and
reimbursement of expenses only if such comments or objections and any
supporting papers are filed in writing with the Clerk of the Court, United
States Courthouse, 401 Courthouse Square, Alexandria, Virginia 22314, and
copies of all such papers are received, on or before ___________ __, 1999, by
the following: for Plaintiffs, Robert P. Sugarman, Esq., MILBERG WEISS BERSHAD
HYNES & LERACH, LLP, One Pennsylvania Plaza, New York, NY  10019-0165, Randall
H. Steinmeyer, Esq., REINHARDT & ANDERSON, E-1000 First National Bank Bldg.,
332 Minnesota Street, St. Paul, MN 55101; Jules Brody, Esq., STULL, STULL &
BRODY, 6 East 45th Street, New York, NY  10017; and for Defendants, Geoffrey S.
Stewart, Esq., HALE and DORR LLP, 1455 Pennsylvania Avenue, N.W., Suite 1000,
Washington, DC 20004, and Steven B. Rosenfeld, Esq., PAUL, WEISS, RIFKIND,
WHARTON & GARRISON, 1285 Avenue of the Americas, New York, New York 10019-6064.
Attendance at the hearing is not necessary; however, persons wishing to be
heard orally in opposition to the approval of the Settlement are required to
indicate in their written objection their intention to appear at the hearing.
Persons who intend to object to the Settlement and/or counsel's application for
an award of attorneys fees and expenses and desire to present evidence at the
Settlement Fairness Hearing must include in their written objections the
identity of witnesses they may call to testify and exhibits they intend to
introduce into evidence at the Settlement Fairness Hearing.  Class Members do
not need to appear at the hearing or take any other action to indicate their
approval.

                 57.      Pending final determination of whether the Settlement
should be approved, the Plaintiffs, all Class Members, and each of them, and
anyone who acts or purports to act on their behalf, shall not institute,
commence or prosecute any action which asserts Settled Claims against any
Released Party.

                 58.      If:  (a) the Settlement is terminated pursuant to the
Stipulation; (b) any specified condition to the Settlement set forth in the
Stipulation is not satisfied and the satisfaction of such condition is not
waived in writing by Plaintiffs' Co-Lead Counsel and Counsel for the
defendants; (c) the Court rejects, in any respect, the Order and Final Judgment
in substantially the form and content annexed to the Stipulation as Exhibit B
and/or Plaintiffs' Co-Lead Counsel and Counsel for the defendants fail to
consent to the entry of another form of order in lieu thereof; (d) the Court
rejects the Stipulation, including any amendment thereto approved by
Plaintiffs'





                                     - 29 -
<PAGE>   30
Co-Lead Counsel and Counsel for the defendants; or (e) the Court approves the
Stipulation, including any amendment thereto approved by Plaintiffs' Co-Lead
Counsel and Counsel for the defendants, but such approval is reversed on appeal
and such reversal becomes final by lapse of time or otherwise, then, in any
such event, the Stipulation, including any amendment(s) thereof, and this
Preliminary Order certifying the Class and the Class Representatives for
purposes of the Settlement shall be null and void, of no further force or
effect, and without prejudice to any party, and may not be introduced as
evidence or referred to in any actions or proceedings by any person or entity,
and each party shall be restored to his, her or its respective position as it
existed prior to the execution of the Stipulation.

                 59.      The Court retains exclusive jurisdiction over the
action to consider all further matters arising out of or connected with the
Settlement.



<TABLE>
<S>       <C>
Dated:    Alexandria, Virginia

                                , 1999
                  -------  -----

                                     -----------------------------------

                                     UNITED STATES DISTRICT JUDGE
</TABLE>





                                     - 30 -
<PAGE>   31

                 EXHIBIT 1

                      IN THE UNITED STATES DISTRICT COURT
                      FOR THE EASTERN DISTRICT OF VIRGINIA
                              ALEXANDRIA DIVISION

<TABLE>
 <S>                                                          <C>  <C>
 GANESH, L.L.C., et al., On Behalf of Themselves and All      ))
 Others Similarly Situated,                                   ))
                                                              ))
                                                              ))
                                                              ))
                                   Plaintiffs,                )    Civil Action No. 98-859-A
                                                              )                              
                                                              ) 
                                                              )
         vs.                                                  
                                                                   CLASS ACTION
                                                                   ------------
 COMPUTER LEARNING CENTERS, INC., REID R. BECHTLE, CHARLES     
 L. COSGROVE, HARRY H. GAINES and STEPHEN P. REYNOLDS,         
                                                               
                                   Defendants.                 

</TABLE>


                      NOTICE OF PENDENCY OF CLASS ACTION,
                PROPOSED SETTLEMENT THEREOF, SETTLEMENT HEARING
                    AND RIGHT TO SHARE IN SETTLEMENT FUND

TO:      ALL PERSONS WHO PURCHASED COMMON STOCK IN COMPUTER LEARNING CENTERS,
         INC., ("CLC") DURING THE PERIOD APRIL 30, 1997 TO APRIL 6, 1998,
         EXCLUDING THOSE WHOSE PURCHASE TRANSACTIONS WERE MADE TO COVER SHORT
         POSITIONS.



PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.  YOUR RIGHTS WILL BE
AFFECTED BY PROCEEDINGS IN THIS LITIGATION.  IF YOU ARE A CLASS MEMBER, YOU
ULTIMATELY MAY BE ENTITLED TO RECEIVE BENEFITS PURSUANT TO THE PROPOSED
SETTLEMENT DESCRIBED HEREIN.



CLAIMS DEADLINE:  CLAIMANTS MUST SUBMIT PROOFS OF CLAIM, ON FORM ACCOMPANYING
THIS NOTICE, POST-MARKED ON OR BEFORE _______________, 1999.



EXCLUSION DEADLINE: REQUESTS FOR EXCLUSION MUST BE FILED SO AS TO BE RECEIVED
NO LATER THAN _____________, 1999.



SECURITIES BROKERS AND OTHER NOMINEES:  PLEASE SEE INSTRUCTIONS ON PAGE ___
HEREIN.





                                     - 31 -
<PAGE>   32
                   SUMMARY OF SETTLEMENT AND RELATED MATTERS

60.      Purpose of this Notice

         This Notice is given pursuant to Rule 23 of the Federal Rules of Civil
Procedure and Orders of the Court dated March 12, 1999 and  _____ 1999.  The
purpose of this Notice is to inform you that this Action and the proposed
Settlement will affect all Class Members' rights.  This Notice describes rights
you may have under the proposed Settlement and what steps you may take in
relation to this litigation.  This Notice is not an expression of any opinion
by the Court as to the merits of any claims or any defenses asserted by any
party in this litigation, or the fairness or adequacy of the proposed
Settlement.

61.      Statement of Plaintiff Recovery

         Pursuant to the Settlement described herein, a Settlement Fund
consisting of $3,000,000 in cash, plus interest has been established.  In
addition Defendant CLC shall issue at least $4,500,000 worth of CLC stock for
the Class, subject to certain conditions.  Plaintiffs estimate that there were
approximately 11.2 million shares of CLC common stock traded during the Class
Period which may have been damaged as a result of the alleged wrongdoing
described at paragraphs 6 to 8 below.  Plaintiffs estimate that the average
recovery per damaged share of CLC common stock under the Settlement is $0.67
per share before deduction of Court-awarded attorneys fees and expenses.
Depending on the number of claims filed, and when and if those shares were
sold, an individual Class Member may receive more or less than this average
amount.

         A Class Member's distribution from the Settlement Fund will be
governed by the Plan of Allocation, as approved by the Court.  Under the
relevant securities laws, a claimant's recoverable damages are limited to the
losses attributable to the alleged fraud.  Losses which resulted from factors
other than the alleged fraud are not compensable from the Settlement Fund.

         A detailed explanation of how each Class Member's claim will be
calculated is set forth in the Plan of Allocation which appears at page [  ] of
this Notice.

62.      Statement of Potential Outcome of Case

         If this litigation had proceeded to trial and Plaintiffs had prevailed
on every claim and contention asserted, Plaintiffs' counsel estimate that the
average per share recovery could have been as high as $7.21 per share before
deduction of any Court-awarded attorneys' fees and expenses.  However,
Plaintiffs consider that there was a





                                     - 32 -
<PAGE>   33
substantial risk that Plaintiffs and the Class might not have prevailed on all
their claims and that there were risks that the decline in the price of CLC
stock could be attributed, in whole or in part, to other factors, therefore
Plaintiffs could have recovered nothing or substantially less than this amount.
Moreover, throughout the settlement discussions, Defendants' Counsel gave their
opinion that the United States Department of Education financial responsibility
regulations, and similar regulations of at least one state in which CLC does
business, impose various requirements such that if a substantial Judgment (e.g.
$15 million or more) were entered against CLC, CLC could be required to post a
very large cash surety to enable it to continue its participation in certain
federal student aid programs and could lose its right to continue in business
in the state.  If this occurred, CLC's ability to continue in business would be
in substantial doubt, and CLC probably would be required to seek protection
under the bankruptcy laws, which in turn would, as a matter of federal law,
result in the immediate, complete and permanent exclusion of CLC from
participation in the federal student aid programs and therefore require the
liquidation of the company, in which event the ultimate recovery would likely
be substantially less than is being obtained in this Settlement.

         The Defendants deny that they are liable to the Plaintiffs or the
Class and deny that Plaintiffs or the Class have suffered any damages.  The
parties disagreed on both liability and damages.

63.      Statement of Attorneys' Fees and Costs Sought

         Plaintiffs' counsel intend to apply for fees of up to one-third of the
Settlement Fund, and for reimbursement of expenses incurred in connection with
the prosecution of this litigation in the approximate amount of $575,000, or an
average of $0.27 per share.





                                     - 33 -
<PAGE>   34
64.      Further Information

         Further information regarding the litigation and this Notice may be
obtained by contacting Lead Counsel for Plaintiffs and the Class: Robert P.
Sugarman, Esq., MILBERG WEISS BERSHAD HYNES & LERACH, LLP, One Pennsylvania
Plaza, New York, NY 10019-0165, Telephone (212) 954-5300; Randall H.
Steinmeyer, Esq., REINHARDT & ANDERSON, E-1000 First National Bank Bldg., 332
Minnesota Street, St. Paul, MN 55101, Telephone (651) 227-9990; Jules Brody,
Esq., STULL, STULL & BRODY, 6 East 45th Street, New York, NY  10017, Telephone
(212) 687-7230.

                          NOTICE OF SETTLEMENT HEARING

         NOTICE IS HEREBY GIVEN, pursuant to Rule 23 of the Federal Rules of
Civil Procedure and an Order of the United States District Court for the
Eastern District of Virginia

Alexandria Division (the "Court") dated _________, 1999, that a hearing will be
held before the Honorable ______________________ in Courtroom No. ___ of the
United States Courthouse, 401 Courthouse Square, Alexandria, Virginia 22314, at
___, on _________, 1999 (the "Settlement Hearing") to determine whether a
proposed settlement (the "Settlement") of the above-captioned litigation (the
"Litigation") as set forth in the Stipulation of Settlement dated February 17,
1999 (the "Stipulation"), is fair, reasonable and adequate, and to consider the
Plan of Allocation and the application of class counsel for attorneys' fees and
reimbursement of expenses.

         The Court, by Order dated March 12, 1999, has certified for purposes
of settlement a plaintiff class consisting of:  "all persons who purchased
common stock of Computer Learning Centers, Inc. ("CLC") during the period April
30, 1997 to April 6, 1998, excluding those whose purchase transactions were
made to cover short positions, and also excluding the Defendants themselves,
members of their immediate families, and any entity in which any of them has a
controlling interest."

                          BACKGROUND OF THE LITIGATION

         65.     Plaintiffs allege that, during the Class Period, Defendants
issued material misstatements to and omitted material facts from the investing
public to inflate the price of CLC stock in violation of the federal securities
laws.  Plaintiffs allege that as a purported provider of information technology
and computer-related education and training, CLC's primary goal and focus was
to admit as many students as possible, including a large number of unqualified
students, simply to increase revenues, while providing a woefully substandard
education.  As part of





                                     - 34 -
<PAGE>   35
their alleged scheme, Defendants allegedly issued materially false and
misleading statements about the quality of education offered by CLC, the
modernity of the equipment and software used by CLC for educational purposes,
the qualifications of CLC's instructors and CLC's graduate placement rates.
Allegedly, by increasing its admissions improperly, CLC was able to report
materially greater revenues and earnings, principally through students eligible
for federal financial grants and loans.  The Company derived approximately
70%-75% of its revenues from Title IV federal student financial aid assistance.

         66.     The Consolidated Amended Class Action Complaint seeks redress
on behalf of thousands of investors who, relying on the Company's public
statements regarding the Company and its purported profitability and success,
as well as the integrity of the market for CLC's common stock, suffered
substantial damage because they bought shares of CLC common stock at prices
artificially inflated by these material misrepresentations and omissions.
Meanwhile, Defendants allegedly profited handsomely from their own sales of CLC
stock.

         67.     The Complaint further alleges that, commencing on April 30,
1997, when Defendants filed with the SEC CLC's Report on Form 10-K for the
fiscal year ended January 31, 1997, Plaintiffs and other class members
purchased the common stock of CLC during the Class Period at artificially
inflated prices as a result of the Defendants' dissemination of false and
misleading statements regarding CLC in violation of Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder.  On
April 6, 1998, CLC shocked investors, revealing that the Company had been
ordered to suspend marketing of and enrollment in one of its training centers.
It was also revealed that all CLC "Learning Centers" had been placed on
heightened cash-monitoring status by the United States Department of Education.
CLC shares plummeted to $13 per share.

         68.  The Defendants filed a motion to dismiss the Action. By Order
dated September 11, 1998, the Court denied Defendants' motion to dismiss.
Plaintiffs' motion for class certification was heard on December 18, 1998, and
that same day the Court issued an Order denying the class but granting
Plaintiffs leave to file an amended motion redefining the class consistent with
the Court's Opinion.  Plaintiffs refiled the motion to certify the action as a
class action in accordance with the Court's Opinion.  Thereafter the parties
negotiated the proposed Settlement. Plaintiffs' amended motion for class
certification was granted for purposes of the Settlement by Order dated March
12, 1999.

                          BACKGROUND TO THE SETTLEMENT





                                     - 35 -
<PAGE>   36
         69.     The Defendants have denied all averments of wrongdoing or
liability in the Litigation and all other accusations of wrongdoing or
violations of law.  The Stipulation is not and shall not be construed or be
deemed to be evidence or an admission or a concession on the part of any of the
Defendants of any fault or liability or damages whatsoever, and Defendants do
not concede any infirmity in the defenses which they have asserted or intended
to assert in the Litigation.

         70.     Prior to entering into the Stipulation, Plaintiffs' Counsel
conducted an investigation relating to the events and transactions underlying
Plaintiffs' claims and conducted pretrial discovery on the merits, including,
inter alia, analysis of over three hundred fifty thousand pages of documents
produced by Defendants and numerous non-parties, which included among others,
outside auditors, securities analysts, loan servicing agencies, regulatory
agencies and product and service providers and interviews and depositions of
witnesses.  Plaintiffs' Counsel's decision to enter into this Settlement was
made with knowledge of the facts and circumstances underlying Plaintiffs'
claims and the strengths and weaknesses of those claims.  In determining to
settle the action, they have evaluated the extensive discovery taken in the
litigation and taken into account the substantial expense and length of time
necessary to prosecute the litigation through trial, post-trial motions and
likely appeals, taking into consideration the significant uncertainties in
predicting the outcome of this complex litigation.  Plaintiffs' Counsel also
considered the financial condition of the company and the potential bankruptcy
that could result from a more substantial Judgment.  Counsel for Plaintiffs
believe that the Settlement described herein confers very substantial benefits
upon the Class.  Based upon their consideration of all of these factors,
Plaintiffs and their counsel have concluded that it is in the best interest of
the Class to settle the action on the terms described herein.

         71.     All of the parties have now agreed to settle all aspects of
the Litigation, subject to approval of the Court.

         72.     Plaintiffs recognized the uncertainty and the risk of the
outcome of any litigation, especially complex litigation such as this, and the
difficulties and risks inherent in the trial of such an action.  Plaintiffs
desired to settle the claims of the Class against Defendants on the terms and
conditions described herein which provide substantial benefits to the Class.
Counsel for the Class deem such settlement to be fair, reasonable and adequate
to, and in the best interests of the members of the Class.





                                     - 36 -
<PAGE>   37
         73.     The Defendants, while continuing to deny all allegations of
wrongdoing or liability whatsoever, desired to settle and terminate all
existing or potential claims against them, without in any way acknowledging any
fault or liability.

         74.     The amount of damages, if any, which Plaintiffs could prove
was also a matter of serious dispute, and the Settlement's use of a Recognized
Claim formula for distributing the Settlement proceeds does not constitute a
finding, admission or concession that provable damages could be measured by the
Recognized Claim formula.  No determination has been made by the Court as to
liability or the amount, if any, of damages suffered by the Class, nor on the
proper measure of any such damages. The determination of damages, like the
determination of liability, is a complicated and uncertain process, typically
involving conflicting expert opinions.  During the course of the Litigation
Defendants, in addition to denying any liability, disputed that Plaintiffs and
the Class were damaged by any wrongful conduct on Defendants' part.  The
Settlement herein is providing an immediate and substantial cash benefit and
avoids the risks that liability or damages might not have been proven at trial.

         75.     THE COURT HAS NOT FINALLY DETERMINED THE MERITS OF THE
PLAINTIFFS' CLAIMS OR THE DEFENSES THERETO.  THIS NOTICE DOES NOT IMPLY THAT
THERE HAS BEEN OR WOULD BE ANY FINDING OF VIOLATION OF THE LAW OR THAT RECOVERY
COULD BE HAD IN ANY AMOUNT IF THE ACTION WERE NOT SETTLED.

                            TERMS OF THE SETTLEMENT

         76.     In full and complete settlement of the claims which have or
could have been asserted in this action, and subject to the terms and
conditions of the Stipulation, Defendants have paid into escrow on behalf of
Plaintiffs and the Class Three Million Dollars ($3,000,000.00) (the "Cash
Settlement Amount"), which has been earning interest for the benefit of the
Class since __________ _____ __, 1999.  In addition, Defendants will deliver
550,000 shares of freely tradeable CLC common stock ("Shares") for the benefit
of the Class at a guaranteed minimum value as of the time of the Settlement
Hearing of $8.19 per share(4) for a minimum total value of $4.5 million. The
value of





----------------------------------

     (4)           The Stipulation provides the following terms and conditions
for the Shares:
(1)      If during the 10 trading days ending five business days prior to the
         final settlement hearing, or ending on any other date to which the
         parties may agree, the average

                                     - 37 -
<PAGE>   38
the CLC stock is not guaranteed by the Defendants beyond the date of the
Settlement Hearing and may go up or down depending on numerous factors,
including market conditions and the operations and prospects of CLC.

         77.     Pursuant to the Settlement, and on the Effective Date,
Plaintiffs and members of the Class on behalf of themselves, their heirs,
executors, administrators, successors and assigns, and any persons they
represent, shall release and forever discharge, and shall forever be enjoined
from prosecuting the Released Parties (defined below) with respect to each and
every Settled Claim (defined below).

         78.     The "Defendants" include the following, each of whom will be
released from all claims relating to the allegations in the Complaint or to any
purchase of common stock of CLC during the Class Period: Computer Learning
Centers, Inc., ("CLC"), Reid R. Bechtle, Charles L. Cosgrove, Harry H. Gaines
and Stephen P. Reynolds.  In addition the Settlement will release the Class'
claims against any and all of the Defendants their past or present
subsidiaries, parents, successors and predecessors, officers, directors,
shareholders, agents, employees, attorneys, advisors, and investment advisors,
insurers, auditors, accountants and any person, firm, trust, corporation,
officer, director or other individual or entity in which any Defendant has a
controlling interest or which is related to or affiliated with any of the
Defendants, and the legal representatives, heirs, successors in interest or
assigns of the Defendants (collectively the "Released Parties").

         79.     "Settled Claims" means any and all claims, rights or causes of
action or liabilities whatsoever, whether based on federal, state, local,
statutory or common law or any other law, rule or regulation, including both
known and unknown claims, that have been or could have been asserted in any
forum by the Plaintiffs, Class Members or any of them or the successors and
assigns of any of them, whether directly, indirectly, representatively


-------------------------------------------------------------------------------
         closing market price per share of CLC stock for that ten day period
         (the "Average Price") is less than $8.19, Defendants will pay to
         plaintiffs, in the form of cash and/or additional shares of CLC stock,
         an amount for each of the 550,000 shares equal to the difference
         between $8.19 and the Average Price, but in no event shall that
         additional amount paid exceed $6.19 per share.  If additional CLC
         Shares are used to make up the shortfall, they shall be valued at the
         Average Price; or

(2)      If the Average Price is $2.00 or less, Plaintiffs' Co-Lead Counsel
         may, at their option, terminate this agreement.


                                     - 38 -
<PAGE>   39
or in any other capacity, against any of the Released Parties which arise out
of or relate in any way to the allegations, transactions, facts, matters or
occurrences, representations or omissions involved, set forth, referred to or
that could have been asserted in the Consolidated Complaint relating to the
purchase of shares of the common stock of CLC during the Class Period.

         80.     If the Settlement is approved by the Court, all claims which
have or could have been asserted in the action will be dismissed on the merits
and with prejudice as to all Class Members and all Class Members shall be
forever barred from prosecuting a class action or any other action raising any
Settled Claims against any Released Party.

         81.     The Stipulation provides that the Defendants may withdraw from
and terminate the Settlement in the event that in excess of a certain amount of
claimants exclude themselves from the Class.

         82.     The Settlement will become effective at such time as Orders
entered by the Court approving the Settlement shall become final and not
subject to appeal (the "Effective Date").

                               PLAN OF ALLOCATION
                   OF SETTLEMENT PROCEEDS AMONG CLASS MEMBERS

         83.     The $3,000,000 Cash Settlement Amount and the interest earned
thereon, and the 550,000 shares of CLC common stock (or the proceeds of the
sale of any or all of such shares, if sold) shall be the Gross Settlement Fund.
The Gross Settlement Fund, less all taxes, approved costs, fees and expenses
(the "Net Settlement Fund") shall be distributed to members of the Class who
file acceptable Proofs of Claim ("Authorized Claimants").

                 84.      The Claims Administrator shall determine each
Authorized Claimant's pro rata share of the Net Settlement Fund based upon each
Authorized Claimant's "Recognized Claim."  The Recognized Claim formula set
forth below reflects Plaintiffs' contention that the price of the shares of CLC
began to be artificially inflated at the beginning of the Class Period, April
30, 1997, until March 9, 1998, when part of the alleged artificial inflation
was allegedly eliminated by the disclosures in an article in the Washington
Post.  Plaintiffs further contended that some artificial inflation continued
thereafter until April 6, 1998, the end of the Class Period, when CLC disclosed
that the Company had been ordered to suspend marketing and enrollment at one of
its training centers and that each and every CLC facility had been placed on
heightened cash-monitoring status by the United States Department of Education,
immediately after which the price of CLC shares fell to $13 per share.
Thereafter,





                                     - 39 -
<PAGE>   40
in the 90-day period following April 6, 1998, (ending July 2, 1998) the mean
trading price of CLC shares was $17.17.  The Defendants deny that their conduct
caused any artificial inflation in the price of CLC shares and the use of the
Recognized Claim formula herein does not constitute any admission or concession
on the part of the Defendants that there was any wrongdoing, liability or
damages.

         85.     An Authorized Claimant's "Recognized Claim" shall mean the
amount determined in accordance with the following formula:

                 (i)      for each share of common stock of CLC Corporation
         purchased during the period from April 30, 1997 through the close of
         trading on March 9, 1998 which an Authorized Claimant continued to
         hold as of the close of trading on July 2, 1998, the Recognized Claim
         shall be equal to the difference, if a loss, between the amount paid
         for CLC common stock (including brokerage commissions and transaction
         charges), and $17.17;

                 (ii)     for each share of common stock of CLC Corporation
         purchased during the period from April 30, 1997 through the close of
         trading on March 9, 1998 which an Authorized Claimant continued to
         hold as of the close of trading on March 9, 1998, but sold on or prior
         to July 2, 1998, the Recognized Claim shall be equal to the
         difference, if a loss, between the amount paid for CLC common stock
         (including brokerage commissions and transaction charges), and the sum
         for which said shares were sold at a loss (net of brokerage
         commissions and transaction charges);

                 (iii)    for each share of common stock of CLC Corporation
         purchased during the period from April 30, 1997 through the close of
         trading on March 9, 1998 which an Authorized Claimant sold prior to
         the close of trading on March 9, 1998, the Recognized Claim shall be
         equal to 50% of the difference, if a loss, between the amount paid for
         CLC common stock (including brokerage commissions and transaction
         charges), and the sum for which said shares were sold at a loss (net
         of brokerage commissions and transaction charges);

                 (iv)     for each share of common stock of CLC Corporation
         purchased during the period from March 10, 1998, through the close of
         trading on April 6, 1998 which an Authorized Claimant continued to
         hold as of the close of trading on July 2, 1998, the Recognized Claim
         shall be equal to the difference, if a





                                     - 40 -
<PAGE>   41
         loss, between the amount paid for CLC common stock (including
         brokerage commissions and transaction charges), and $17.17;

                 (v)      for each share of common stock of CLC Corporation
         purchased during the period from March 10, 1998 through the close of
         trading on April 6, 1998 which an Authorized Claimant continued to
         hold as of the close of trading on April 6, 1998, but sold on or prior
         to July 2, 1998, the Recognized Claim shall be equal to the
         difference, if a loss, between the amount paid for CLC common stock
         (including brokerage commissions and transaction charges), and the sum
         for which said shares were sold at a loss (net of brokerage
         commissions and transaction charges);

                 (vi)     for each share of common stock of CLC Corporation
         purchased during the period from March 10, 1998 through the close of
         trading on April 6, 1998 which an Authorized Claimant sold prior to
         the close of trading on April 6, 1998, the Recognized Claim shall be
         equal to 50% of the difference, if a loss, between the amount paid for
         CLC common stock (including brokerage commissions and transaction
         charges), and the sum for which said shares were sold at a loss (net
         of brokerage commissions and transaction charges);

         86.     Transactions resulting in a gain shall not be included. In the
event a Class Member has more than one purchase or sale of CLC common stock,
all purchases and sales shall be matched on a First In First Out ("FIFO")
basis.  Any person or entity who sold shares of CLC common stock "short" shall
have no Recognized Claim with respect to any purchase during the Class Period
to cover such short sale.  A purchase or sale of CLC common stock shall be
deemed to have occurred on the "contract" or "trade" date as opposed to the
"settlement" or "payment" date.  The receipt or grant by gift, devise or
operation of law of CLC common stock during the Class Period shall not be
deemed a purchase or sale of CLC common stock for the calculation of an
Authorized Claimant's Recognized Claim nor shall it be deemed an assignment of
any claim relating to the purchase of such shares unless specifically provided
in the instrument of gift or assignment.  The receipt of CLC common stock
during the Class Period in exchange for securities of any other corporation or
entity shall not be deemed a purchase or sale of CLC common stock.

                 87.      Each Authorized Claimant shall be allocated  pro rata
shares of the cash and CLC Shares in Net Settlement Fund based on his, her or
its Recognized Claim compared to the Total Recognized Claims of all





                                     - 41 -
<PAGE>   42
accepted claimants.  The amount of cash to be paid to each Authorized Claimant
shall be determined by multiplying his, her or its "Recognized Claim" by a
fraction the numerator of which shall be the cash Net Settlement Fund and the
denominator of which shall be the Total Recognized Claims of all Authorized
Claimants.  To the extent not previously sold or distributed, the amount of CLC
Shares to be paid to each Authorized Claimant shall be determined by
multiplying his, her or its "Recognized Claim" by a fraction the numerator of
which shall be the CLC Shares in the Net Settlement Fund and the denominator of
which shall be the Total Recognized Claims of all Authorized Claimants.  No
fractional shares shall be issued.  No adjustment will be made in the cash
distributions for fractional shares.

         88.      Class Members who do not file acceptable Proofs of Claim will
not share in the settlement proceeds.  Class Members who do not either file a
request for exclusion or file acceptable Proofs of Claim will nevertheless be
bound by the judgment and the Settlement.

                          THE RIGHTS OF CLASS MEMBERS

         89.     The Court has certified this action to proceed as a class
action for purposes of the Settlement.  If you purchased common stock of CLC
during the period from April 30, 1997 through and including April 6, 1998
(excluding any purchase transactions to cover short positions and excluding the
Defendants themselves, members of their immediate families, and any entity in
which any of them has a controlling interest), then you are a Class Member.
Class Members have the following options pursuant to Rule 23 (c) (2) of the
Federal Rules of Civil Procedure:

         (a)     If you wish to remain a member of the Class you may share in
the proceeds of the settlement, provided that you submit an acceptable Proof of
Claim.  Class Members will be represented by the Plaintiffs and their counsel,
unless you enter an appearance through counsel of your own choice at your own
expense.  You are not required to retain your own counsel, but if you choose to
do so, such counsel must file an appearance on your behalf on or before
___________, 1999, and must serve copies of such appearance on the attorneys
listed in Paragraph 37 below.

         (b)     If you do not wish to remain a member of the Class you may
exclude yourself from the Class by following the instructions in Paragraph 37
below.  Persons who exclude themselves from the Class will NOT receive any
share of the settlement proceeds and will not be bound by the Settlement.





                                     - 42 -
<PAGE>   43
         (c) If you object to the Settlement or any of its terms, including the
Plan of Allocation, or to Plaintiffs' Counsel's application for fees and
expenses, and if you do not exclude yourself from the Class, you may present
your objections by following the instructions in paragraph 37 below.

                    FILING AND PROCESSING OF PROOFS OF CLAIM

         90.     IN ORDER TO BE ELIGIBLE TO RECEIVE ANY DISTRIBUTION FROM THE
SETTLEMENT FUND, YOU MUST COMPLETE AND SIGN THE ATTACHED PROOF OF CLAIM AND
RELEASE FORM AND SEND IT BY PREPAID FIRST CLASS MAIL POST-MARKED ON OR BEFORE
______________, 1999, ADDRESSED AS FOLLOWS:

         In re Computer Learning Centers Securities Litigation
         C/O Gilardi & Co. LLC
         Claims Administrator
         Post Office Box 8040
         San Rafael, CA 94912-8040

         91.     IF YOU DO NOT FILE A PROPER PROOF OF CLAIM FORM, YOU WILL NOT
BE ENTITLED TO ANY SHARE OF THE SETTLEMENT FUND.

         92.     IF YOU ARE A CLASS MEMBER AND YOU DO NOT PROPERLY EXCLUDE
YOURSELF FROM THE CLASS, YOU WILL BE BOUND BY THE SETTLEMENT AND THE FINAL
JUDGMENT OF THE COURT DISMISSING THIS LITIGATION, EVEN IF YOU DO NOT FILE A
PROOF OF CLAIM.  IF YOU EXCLUDE YOURSELF, YOU WILL NOT BE BOUND BY THE JUDGMENT
BUT YOU WILL NOT BE ENTITLED TO ANY SHARE OF THE SETTLEMENT FUND.

         93.     All Proofs of Claim must be submitted by the date specified in
this Notice unless such period is extended by Order of the Court.

         94.     Each Claimant shall be deemed to have submitted to the
jurisdiction of the United States District Court for the Eastern District of
Virginia with respect to his, her or its claim.

                         EXCLUSION FROM THE SETTLEMENT

         95.     Each Member of the Class shall be bound by all determinations
and judgments in this action concerning the Settlement, whether favorable or
unfavorable, unless such person shall mail, by first class mail, a written
request for exclusion from the Class, postmarked no later than ________, 1999,
addressed to "Computer Learning Centers Securities Litigation Exclusions, C/O
Gilardi & Co. LLC, P.O. Box 8040, San Rafael, CA 94912-





                                     - 43 -
<PAGE>   44
8040."  No person may exclude himself from the Settlement Class after that
date.  In order to be valid, each such request for exclusion must set forth the
name and address of the person or entity requesting exclusion, must state that
such person or entity "requests exclusion from the Class in the Computer
Learning Centers Securities Litigation, Civil Action No. 98-859-A" and must be
signed by such person or entity.  Persons and entities requesting exclusion are
requested to also provide the following information: Social Security or
Taxpayer Identification Number, the number(s) of shares of CLC common stock
purchased during the Class Period and the price(s) paid therefor, and the
number(s) of shares of CLC common stock sold during the class period and the
amount(s) received therefor, and the number of shares still owned as of the
close of trading on April 6, 1998.

                               SETTLEMENT HEARING

         96.     At the Settlement Hearing, the Court will determine whether to
finally approve this Settlement and dismiss the Litigation and the claims of
the Class.  The Court will also determine whether the Plan of Allocation for
the Net Settlement Fund, and the terms and conditions for the distribution of
CLC common stock pursuant to the Settlement Agreement are fair, reasonable,
adequate and in the best interests of the Class.  The Settlement Hearing may be
adjourned from time to time by the Court without further written notice to the
Class.





                                     - 44 -
<PAGE>   45
         97.     At the Settlement Hearing, any Class member who has not
properly filed a Request for Exclusion from the Class may appear in person or
by counsel and be heard to the extent allowed by the Court in opposition to the
fairness, reasonableness and adequacy of the Settlement, the Plan of Allocation
or the application for an award of attorneys' fees and reimbursement of
expenses, provided, however, that in no event shall any person be heard in
opposition to the Settlement, Plan of Allocation or Plaintiffs' Counsel's
application for attorneys' fees and expenses and in no event shall any paper or
brief submitted by any such person be accepted or considered by the Court,
unless, on or before _________, 1999, such person (a) files with the Clerk of
the Court notice of such person's intention to appear, together with a
statement that indicates the basis for such opposition, along with any
documentation in support of such objection, and (b) simultaneously serves
copies of such notice, statement and documentation, together with copies of any
other papers or briefs such person files with the Court, in person or by mail
upon the following counsel: for Plaintiffs, Robert P. Sugarman, Esq., MILBERG
WEISS BERSHAD HYNES & LERACH, LLP, One Pennsylvania Plaza, New York, NY
10019-0165; Randall H. Steinmeyer, Esq., REINHARDT & ANDERSON, E-1000 First
National Bank Bldg., 332 Minnesota Street, St. Paul, MN 55101; Jules Brody,
Esq., STULL, STULL & BRODY, 6 East 45th Street, New York, NY  10017; and for
Defendants, Geoffrey S. Stewart, Esq., HALE and DORR LLP, 1455 Pennsylvania
Avenue, N.W., Suite 1000, Washington, DC 20004; and Steven B. Rosenfeld, Esq.,
PAUL, WEISS, RIFKIND, WHARTON & GARRISON, 1285 Avenue of the Americas, New
York, New York 10019-6064.

                       ATTORNEYS' FEES AND DISBURSEMENTS

         98.     At the Settlement Hearing or at such other time as the Court
may direct, Plaintiffs' Counsel intend to apply to the Court for an award of
attorneys' fees from the Settlement Fund in an amount not greater than one
third of the both the cash and CLC Shares in the Gross Settlement Fund and for
reimbursement, from the cash settlement proceeds, of their actual,
out-of-pocket expenses up to a maximum amount of $575,000, plus interest at the
same rate as earned by the cash Settlement Fund.  Plaintiffs' Counsel, without
further notice to the Class, may subsequently apply to the Court for fees and
expenses incurred in connection with administering and distributing the
settlement proceeds to the members of the Class.





                                     - 45 -
<PAGE>   46
                              FURTHER INFORMATION

         99.     For a more detailed statement of the matters involved in this
Litigation, reference is made to the pleadings, to the Stipulation, to the
Orders entered by the Court and to the other papers filed in the Litigation,
which may be inspected at the Office of the Clerk of the United States District
Court for the Eastern District of Virginia, Alexandria Division, United States
Courthouse, 401 Courthouse Square, Alexandria, Virginia 22314 during regular
business hours.

         100.    ALL INQUIRIES CONCERNING THIS NOTICE OR THE PROOF OF CLAIM
FORM BY CLASS MEMBERS SHOULD BE MADE TO THE CLAIMS ADMINISTRATOR IN WRITING.
NO INQUIRIES SHOULD BE DIRECTED TO THE COURT.

                               SPECIAL NOTICE TO

                     SECURITIES BROKERS AND OTHER NOMINEES

         101.    If you purchased common stock of Computer Learning Centers,
Inc., during the Class Period for the beneficial interest of a person or
organization other than yourself, the Court has directed that within seven days
of your receipt of this Notice, you either (a) provide to the Claims
Administrator the name and last known address of each person or organization
for whom or which you purchased such stock during such time period or (b) you
request additional copies of this Notice and the Proof of Claim form, which
will be provided to you free of charge, and within seven days mail the Notice
and Proof of Claim form directly to the beneficial owners of the securities
referred to herein.  If you choose to follow this alternative procedure (b),
the Court has ordered that you must, upon such mailing, send a statement to the
Claims Administrator confirming that the mailing was made as directed.  You are
entitled to reimbursement from the Settlement Fund of your reasonable
out-of-pocket expenses actually incurred in connection with the foregoing,
including reimbursement of postage expense and the cost of ascertaining the
names and addresses of beneficial owners.  Those expenses will be paid upon
request and submission of appropriate supporting documentation.  All
communications concerning the foregoing should be addressed to the Claims
Administrator:

<TABLE>
         <S>                                                        <C>
         In re Computer Learning Centers Securities Litigation      By Order of the Court
         C/O Gilardi & Co. LLC                                      ---------------------
         Claims Administrator                                       CLERK OF THE COURT
         Post Office Box 8040
         San Rafael, CA 94912-8040                                  Dated:           , 1999
                                                                    Alexandria, Virginia
</TABLE>





                                     - 46 -
<PAGE>   47


                 EXHIBIT 2

                      IN THE UNITED STATES DISTRICT COURT
                      FOR THE EASTERN DISTRICT OF VIRGINIA
                              ALEXANDRIA DIVISION


<TABLE>
 <S>                                                          <C>
 GANESH, L.L.C., et al., On Behalf of Themselves and All      )
 Others Similarly Situated,                                   )
                                                              )
                                   Plaintiffs,                )  Civil Action No. 98-859-A
                                                              )
         vs.                                                  )  CLASS ACTION
                                                              )  ------------
 COMPUTER LEARNING CENTERS, INC., REID R. BECHTLE, CHARLES    )
 L. COSGROVE, HARRY H. GAINES and STEPHEN P. REYNOLDS,        )
                                                              )
                                   Defendants.                )
                                                              )
                                                              )

</TABLE>
                           PROOF OF CLAIM AND RELEASE

         DEADLINE FOR SUBMISSION:             , 1999.
                                   -----------

         IF YOU PURCHASED COMMON STOCK OF COMPUTER LEARNING CENTERS, INC.,
         ("CLC") DURING THE PERIOD APRIL 30, 1997 TO APRIL 6, 1998("CLASS
         PERIOD"), (EXCLUDING THOSE WHOSE PURCHASE TRANSACTIONS WERE MADE TO
         COVER SHORT POSITIONS, AND ALSO EXCLUDING THE DEFENDANTS THEMSELVES,
         MEMBERS OF THEIR IMMEDIATE FAMILIES, AND ANY ENTITY IN WHICH ANY OF
         THEM HAS A CONTROLLING INTEREST) YOU ARE A "CLASS MEMBER" AND YOU MAY
         BE ENTITLED TO SETTLEMENT PROCEEDS.

         IF YOU ARE A CLASS MEMBER, YOU MUST COMPLETE AND SUBMIT THIS FORM IN
         ORDER TO BE ELIGIBLE FOR ANY SETTLEMENT BENEFITS.

         YOU MUST COMPLETE AND SIGN THIS PROOF OF CLAIM AND MAIL IT BY
         PRE-PAID, FIRST CLASS MAIL, POSTMARKED NO LATER THAN _________ , 1999
         TO THE FOLLOWING ADDRESS:

         In re Computer Learning Centers Securities Litigation
         C/O Gilardi & Co. LLC
         Claims Administrator
         Post Office Box 8040
         San Rafael, CA 94912-8040

         YOUR FAILURE TO SUBMIT YOUR CLAIM BY ________, 1999 WILL SUBJECT YOUR
         CLAIM TO REJECTION AND PRECLUDE YOUR RECEIVING ANY MONEY IN CONNECTION
         WITH THE SETTLEMENT OF THIS LITIGATION.  DO NOT MAIL OR DELIVER YOUR
         CLAIM TO THE COURT OR TO ANY OF THE PARTIES OR THEIR COUNSEL AS ANY
         SUCH CLAIM WILL BE DEEMED NOT TO HAVE BEEN SUBMITTED.  SUBMIT YOUR
         CLAIM ONLY TO THE CLAIMS ADMINISTRATOR.





                                     - 47 -
<PAGE>   48
         I.      I did ___, I did not ___ (check one) purchase the Common Stock
of COMPUTER LEARNING CENTERS, INC., between April 30, 1997 through and
including April 6, 1998, excluding all purchase transactions that were made to
cover short positions.

         II.     By submitting this Proof of Claim, I state that I believe in
good faith that I am a Class member as defined above and in the Notice Of
Pendency Of Class Action, Proposed Settlement Thereof, Settlement Hearing And
Right To Share In Settlement Fund (the "Notice"), or am acting for such person;
that I have read and understand the Notice; that I believe that I am entitled
to receive a share of the Net Settlement Fund; that I elect to participate in
the proposed Settlement described in the Notice; and that I have not filed a
request for exclusion.

         III.    I have set forth where requested below all relevant
information with respect to each purchase of CLC common stock, during the Class
Period, and each sale, if any, of such securities.  I represent that in
connection with any purchases of CLC stock during the Class Period claimed
herein that such purchase(s) were not made to cover any short position.

         IV.     I have enclosed photocopies of the stockbroker's confirmation
slips, stockbroker's statements, relevant portions of my tax returns or other
documents evidencing each purchase, sale or retention of CLC common stock
listed below in support of my claim.  IF ANY SUCH DOCUMENTS ARE NOT IN YOUR
POSSESSION, PLEASE OBTAIN A COPY OR EQUIVALENT DOCUMENTS FROM YOUR BROKER OR
TAX ADVISOR BECAUSE THESE DOCUMENTS ARE NECESSARY TO PROVE AND PROCESS YOUR
CLAIM.

         V.      I understand that the information contained in this Proof of
Claim is subject to such verification as the Court may direct, and I agree to
cooperate in any such verification.  I further agree and understand that if the
proposed Settlement is approved by the Court and becomes effective, all claims,
demands, or causes of action against any or all defendants, and certain other
persons or entities further identified below, which have been or could have
been asserted relating to the subject matter of the Litigation will be
satisfied, discharged and extinguished forever.

         VI.     Upon the occurrence of the Effective Date (as defined in the
Notice) my signature hereto will constitute a full and complete release, remise
and discharge by me or, if I am submitting this Proof of Claim on behalf of a
corporation, a partnership, estate or one or more other persons, by it, him,
her or them, and by my, its,





                                     - 48 -
<PAGE>   49
his, her or their heirs, executors, administrators, successors, and assigns, of
each of the "Released Parties" of all "Settled Claims," as defined in the
Notice.

         VII.    Statement of Claim

<TABLE>
<S>                                                 <C>             <C>
Name(s) of Beneficial Owner(s):

                                                                    Name
         --------------------------------------------------------

                                                                    Name
         --------------------------------------------------------

                                                                    Street No.
         --------------------------------------------------------

                                                                    City                      State               Zip Code
         --------------------     ---------------     -----------

         (   )                         (   )

         --------------------          ---------------------
         Telephone No. (Day)           Telephone No. (Night)


      
         Taxpayer I.D. No. or Social Security No.

         Check one:
         ___ Individual           ___ Corporation     ___ Estate

         ___ Other                                                                   (specify)
                   ----------------------------------------------

                                                                    Record Owner's Name (if different from Beneficial
         --------------------------------------------------------
         Owner listed above)
</TABLE>

         I.      At the close of business on April 29, 1997, I owned _______
shares of CLC common stock.





                                     - 49 -
<PAGE>   50
         J.      I made the following purchases of CLC common stock during the
period April 30, 1997 through April 6, 1998, inclusive.  (Persons who received
CLC common stock during the Class Period other than by purchase are not
eligible to file claims for those transactions.) Do not include any purchase
transactions made to cover any short positions.



<TABLE>
<CAPTION>
Date(s) of                        Purchase       Aggregate
Purchase         Number of        Price Per      Cost (including
(List Chrono-    Shares of        Share of       commission,
logically)       Common Stock     Common Stock   taxes and fees)
-------------    ------------     ------------   ---------------
                                  <S>            <C>
                                  $              $
-------------    ------------     ------------   ---------------

                                  $              $
-------------    ------------     ------------   ---------------

                                  $              $
-------------    ------------     ------------   ---------------

                                  $              $
-------------    ------------     ------------   ---------------
</TABLE>

         K.      I made the following sales of CLC common stock during the
period April 30, 1997 through July 2, 1998 inclusive:

<TABLE>
<CAPTION>
Date(s) of                Number of        Proceeds
Sale (List                Shares of        Sales Price    (net of
Chronologically)          Common Stock     Per Share of   commission,
Month/Day/Year            Sold             Common Stock   taxes and fees)
--------------            ------------     ------------   ---------------
<S>                               <C>     <C>            <C>
                                           $              $
--------------            ------------     ------------   ---------------

                                           $              $
--------------            ------------     ------------   ---------------

                                           $              $
--------------            ------------     ------------   ---------------

                                           $              $
--------------            ------------     ------------   ---------------
</TABLE>

         L.      At the close of business on July 2, 1998, I still owned ____
shares of CLC common stock.

         VIII.   Substitute Form W-9

         Request for Taxpayer Identification Number:

         Enter taxpayer identification number below for the Beneficial
Owner(s).  For most individuals, this is your Social Security number.  The
Internal Revenue Service ("I.R.S.") requires such taxpayer identification
number.  If you fail to provide this information, your claim may be rejected.





                                     - 50 -
<PAGE>   51


<TABLE>
         <S>                                                        <C>
                                                                    Social Security Number
         ---------------------------------------------------------
         (for individuals) or



                                                                    Employer Identification Number
         --------------------------------------------------------
         (for estates, trusts, corporations, etc.)
</TABLE>

         IX.     Certification

         UNDER THE PENALTIES OF PERJURY, I (WE) CERTIFY THAT ALL OF THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.

         I (We) certify that I am (we are) NOT subject to backup withholding
under the provisions of Section 3406 (a)(1)(c) of the Internal Revenue Code
because:  (a) I am (We are) exempt from backup withholding, or (b) I (We) have
not been notified by the I.R.S.  that I am (we are) subject to backup
withholding as a result of a failure to report all interest or dividends, or
(c) the I.R.S. has notified me (us) that I am (we are) no longer subject to
backup withholding.

NOTE:    If you have been notified by the I.R.S. that you are       subject to
backup withholding, please strike out the language that you are not subject to
backup withholding in the certification above.

                                           Signature of Claimant (If this
                                           claim is being made on behalf
                                           of Joint Claimants, then each
                                           must sign)



                               (Signature)
                                           -------------------------------

                               (Signature)
                                           -------------------------------

                                           Date:
                                                  ------------------------

         THIS PROOF OF CLAIM MUST BE SUBMITTED NO LATER THAN ____________,
1999, AND MUST BE MAILED TO:

         In re Computer Learning Centers Securities Litigation
         C/O Gilardi & Co. LLC
         Claims Administrator
         Post Office Box 8040
         San Rafael, CA 94912-8040





                                     - 51 -
<PAGE>   52
         A Proof of Claim received by the Claims Administrator shall be deemed
to have been submitted when posted, if mailed by ________, 1999, and if a
postmark is indicated on the envelope and it is mailed first class postage
prepaid, and addressed in accordance with the above instructions.  In all other
cases, a Proof of Claim shall be deemed to have been submitted when actually
received by the Claims Administrator.

         If you wish to be assured that your Proof of Claim is actually
received by the Claims Administrator then you should send it by Certified Mail,
Return Receipt Requested.  No acknowledgment will be made as to the receipt of
claim forms.  You should be aware that it will take a significant amount of
time to process fully all of the Proofs of Claim and to administer the
Settlement.  This work will be completed as promptly as time permits, given the
need to investigate and tabulate each Proof of Claim.





                                     - 52 -
<PAGE>   53
                 EXHIBIT 3



                      IN THE UNITED STATES DISTRICT COURT
                      FOR THE EASTERN DISTRICT OF VIRGINIA
                              ALEXANDRIA DIVISION

<TABLE>
 <S>                                                          <C><C>
 GANESH, L.L.C., et al.,                                      )
                                   Plaintiffs,                )  Civil Action No. 98-859-A
         vs.                                                  )
 COMPUTER LEARNING CENTERS, INC., et  al.,                    )  CLASS ACTION
                                  --  ---                     )  ------------
                          Defendants.                          
                                                               
                                                              
</TABLE>

                  SUMMARY NOTICE OF PENDENCY OF CLASS ACTION,
                  PROPOSED SETTLEMENT AND SETTLEMENT HEARING

TO:      ALL PERSONS WHO PURCHASED THE COMMON STOCK IN COMPUTER LEARNING
         CENTERS, INC., ("CLC") DURING THE PERIOD APRIL 30, 1997 THROUGH AND
         INCLUDING APRIL 6, 1998, EXCLUDING THOSE WHOSE PURCHASE TRANSACTIONS
         WERE MADE TO COVER SHORT POSITIONS.


         YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of
Civil Procedure and an Order of the Court dated ____________, 1999, that the
above-captioned action has been certified as a class action, and that a
settlement for $3,000,000, plus 550,000 shares of common stock of CLC has been
proposed.  A hearing will be held at the United States Courthouse, 401
Courthouse Square, Alexandria, VA 22314, at ____, on ___________, 1999 to
determine whether the proposed settlement should be approved by the Court as
fair, reasonable and adequate,  and to consider the application of Class
Counsel for attorneys' fees and reimbursement of expenses.

         IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS WILL BE
AFFECTED AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT FUND.  If you have
not yet received the full printed Notice of Pendency of Class Action, Proposed
Settlement and Settlement Hearing and a Proof of Claim form, you may obtain
copies of these documents by identifying yourself as a member of the Class and
by writing to:

         In re Computer Learning Centers Securities Litigation
         C/O Gilardi & Co. LLC
         Claims Administrator
         Post Office Box 8040
         San Rafael, CA 94912-8040





                                     - 53 -
<PAGE>   54
         Inquiries, other than requests for the forms of Notice and Proof of
Claim, may be made to the following counsel for plaintiffs:

<TABLE>
<S>                                <C>                                          <C>
Robert P. Sugarman, Esq.           Jules Brody, Esq.                            Randall Steinmeyer,Esq.
MILBERG WEISS BERSHAD              STULL, STULL & BRODY                         REINHARDT & ANDERSON
HYNES & LERACH, LLP                6 East 45th Street                           E-1000 First National
One Penn Plaza                                                                  New York, NY  10017 Bank Bldg.
New York, NY  10019-0165           Tel. (212) 687-7230                          332 Minnesota Street
Tel. (212) 954-5300                                                             St. Paul, MN 55101
                                                                                Tel. (651) 227-9990
</TABLE>

         To participate in the Settlement, you must file a Proof of Claim no
later than ___________, 1999.  To exclude yourself from the Class you must file
a request for exclusion so as to be received no later than ________, 1999.  IF
YOU ARE A CLASS MEMBER AND DO NOT EXCLUDE YOURSELF OR DO NOT FILE A PROPER
PROOF OF CLAIM, YOU WILL NOT SHARE IN THE SETTLEMENT BUT YOU WILL BE BOUND BY
THE FINAL ORDER AND JUDGMENT OF THE COURT.

         Further information may be obtained by directing your inquiry in
writing to the Claims Administrator.

         PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE      FOR
INFORMATION.

         By Order of The Court





                                     - 54 -
<PAGE>   55

                 EXHIBIT B

                      IN THE UNITED STATES DISTRICT COURT
                      FOR THE EASTERN DISTRICT OF VIRGINIA
                              ALEXANDRIA DIVISION


<TABLE>
 <S>                                                          <C><C>
 GANESH, L.L.C., et al., On Behalf of Themselves and All      )
 Others Similarly Situated,                                   )
                                                              )
                                                              )
                                   Plaintiffs,                )
                                                              )  Civil Action No. 98-859-A
                                                              )
         vs.                                                  )
                                                              )  CLASS ACTION
                                                              )  ------------
                                                              )
 COMPUTER LEARNING CENTERS, INC., REID R. BECHTLE, CHARLES    )
 L. COSGROVE, HARRY H. GAINES and STEPHEN P. REYNOLDS,        )
                                                              )
                                   Defendants.                 
                                                               
                                                               
                                                               
                                                               
</TABLE>
                            ORDER AND FINAL JUDGMENT

                 On this ______ day of _______________, 1999, a hearing having
been held before this Court to determine: (1) whether the terms and conditions
of the Stipulation and Agreement of Settlement, dated February __, 1999 (the
"Stipulation") are fair, reasonable and adequate for the settlement of all
claims asserted by the Class against the Defendants in the complaint now
pending in this Court under the above caption, including the release of the
Defendants and the Released Parties and should be approved; (2) whether
judgment should be entered dismissing the complaint on the merits and with
prejudice in favor of the Defendants only and as against all persons or
entities who are members of the Class herein who have not requested exclusion
therefrom; (3) whether to approve the Plan of Allocation; and (4) whether and
in what amount to award counsel for plaintiffs and the Class fees and
reimbursement of expenses.  The Court having considered all matters submitted
to it at the hearing and otherwise; and it appearing that a notice of the
hearing substantially in the form approved by the Court was mailed to all
persons or entities reasonably identifiable, who purchased common stock of
Computer Learning Centers, Inc., ("CLC") during the period April 30, 11997
through April 6, 1998 (the "Class Period") excluding all purchase transactions
that were made to cover short positions, and except those persons or entities
excluded from the definition of the Class, as shown by the records of CLC's
transfer agent, at the respective addresses set forth in such





                                     - 55 -
<PAGE>   56
records, and that a summary notice of the hearing substantially in the form
approved by the Court was published in The Wall Street Journal pursuant to the
specifications of the Court; and the Court having considered and determined the
fairness and reasonableness of the award of attorneys' fees and expenses
requested; and all capitalized terms used herein having the meanings as set
forth and defined in the Stipulation.

                 NOW, THEREFORE, IT IS HEREBY ORDERED THAT:





                                     - 56 -
<PAGE>   57
                 1.       The Stipulation is approved as fair, reasonable and
adequate, and in the best interests of the Class, and the Class Members and the
Parties are directed to consummate the Stipulation in accordance with its terms
and provisions.

                 2.       The Complaint is hereby dismissed with prejudice and
without costs, except as provided in the Stipulation, as against any and all of
the Defendants,  their past or present subsidiaries, parents, successors and
predecessors, officers, directors, shareholders, agents, employees, attorneys,
advisors, and investment advisors, insurers, auditors, accountants and any
person, firm, trust, corporation, officer, director or other individual or
entity in which any Defendant has a controlling interest or which is related to
or affiliated with any of the Defendants, and the legal representatives, heirs,
successors in interest or assigns of the Defendants (collectively the "Released
Parties").

                 3.       The Defendants and the successors and assigns of any
of them, are hereby permanently barred and enjoined from instituting,
commencing or prosecuting, either directly or in any other capacity, any
Settled Defendants' Claims against any of the Plaintiffs, Class Members or
their attorneys.  The Settled Defendants' Claims are hereby compromised,
settled, released, discharged and dismissed on the merits and with prejudice by
virtue of the proceedings herein and this Order and Final Judgment.

                 4.       Members of the Class and the successors and assigns
of any of them, are hereby permanently barred and enjoined from instituting,
commencing or prosecuting, either directly or in any other capacity, any and
all claims, rights or causes of action or liabilities whatsoever, whether based
on federal, state, local, statutory or common law or any other law, rule or
regulation, including both known and unknown claims, that have been or could
have been asserted in any forum by the Plaintiffs, Class Members or any of them
or the successors and assigns of any of them, whether directly, indirectly,
representatively or in any other capacity, against any of the Released Parties
which arise out of or relate in any way to the allegations, transactions,
facts, matters or occurrences, representations or omissions involved, set
forth, referred to or that could have been asserted in the Consolidated
Complaint relating to the purchase of shares of the common stock of CLC during
the Class Period (the "Settled Claims") against any and all of the Released
Parties.  The Settled Claims are hereby compromised, settled, released,





                                     - 57 -
<PAGE>   58
discharged and dismissed as against the Released Parties on the merits and with
prejudice by virtue of the proceedings herein and this Order and Final
Judgment.

                 5.       The Plan of Allocation is approved as fair and
reasonable, and in the best interests of the Class, and Plaintiffs' Counsel and
the Claims Administrator are directed to administer the Stipulation in
accordance with its terms and provisions.

                 6.       The terms and conditions for the distribution of the
CLC Shares pursuant to the Stipulation are approved as fair, reasonable and
adequate and in the best interests of the Class.  The Court finds that the
provisions of Section 3(a)(10) of the Securities Act of 1933 have been met and
that the CLC Shares may be issued by CLC and are exempt from the registration
requirements of the federal securities laws.

                 7.       Neither the Stipulation, nor any of its terms and
provisions, nor any of the negotiations or proceedings connected with it, nor
any of the documents or statements referred to therein shall be:

         (a)  offered or received against the Defendants as evidence of or
construed as or deemed to be evidence of any presumption, concession, or
admission by any of the Defendants of the truth of any fact alleged by
Plaintiffs or the validity of any claim that had been or could have been
asserted in the Action or in any litigation, or the deficiency of any defense
that has been or could have been asserted in the Action or in any litigation,
or of any liability, negligence, fault, or wrongdoing of Defendants;

                 (b)  offered or received against the Defendants as evidence of
a presumption, concession or admission of any fault, misrepresentation or
omission with respect to any statement or written document approved or made by
any Defendant, or against the Plaintiffs and the Class as evidence of any
infirmity in the claims of Plaintiffs and the Class;

                 (c)  offered or received against the Defendants as evidence of
a presumption, concession or admission of any liability, negligence, fault or
wrongdoing, or in any way referred to for any other reason as against any of
the parties to this Stipula-





                                     - 58 -
<PAGE>   59
tion, in any other civil, criminal or administrative action or proceeding,
other than such proceedings as may be necessary to effectuate the provisions of
this Stipulation; provided, however, that if this Stipulation is approved by
the Court, Defendants may refer to it to effectuate the liability protection
granted them hereunder;

                 (d)      offered or received as evidence of a presumption,
concession or admission of the lack of any liability, fault or wrongdoing
claimed by Plaintiffs or of any infirmity of the claims Plaintiffs asserted or
intended to assert, or in any way referred to for any other reason, against the
Plaintiffs or any member of the Class in this or any other civil, criminal or
administrative action or proceeding other than such proceedings as may be
necessary to consummate or enforce this Stipulation; and

                 (e)  offered or construed against the Defendants or the
Plaintiffs or the Class as an admission or concession that the consideration to
be given hereunder represents the amount which could be or would have been
recovered after trial.

                 8.       Counsel for plaintiffs and the Class are hereby
awarded ____________% of the both the Cash Settlement Amount and CLC Shares in
the Gross Settlement Fund as and for their attorneys' fees, which amounts the
Court finds to be fair and reasonable, and $__________ from the cash in the
Gross Settlement Fund in reimbursement of their litigation expenses, which cash
payments shall be paid to Plaintiffs' Co-Lead Counsel from the Settlement Fund
with interest from the date such Settlement Fund was funded to the date of
payment at the same rate that the Gross Settlement Fund earns.  The award of
attorneys' fees shall be allocated among counsel for plaintiffs and the Class
in a fashion which, in the opinion of Plaintiffs' Co-Lead Counsel, fairly
compensates counsel for the plaintiffs and the Class for their respective
contributions in the prosecution of the litigation.

                 9.       Exclusive jurisdiction is hereby retained over the
Parties and the Class Members for all matters relating to this litigation,
including the administration, interpretation, effectuation or enforcement of
the Stipulation and this Order and Final Judgment, and including any
application for fees and expenses incurred in connection with administering and
distributing the settlement proceeds to the members of the Class.

                 10.      Without further order of the Court, the Parties may
agree to reasonable extensions of time to carry out any of the provisions of
the Stipulation.





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                 11.      There is no just reason for delay in the entry of
this Order and Final Judgment and immediate entry by the Clerk of the Court is
expressly directed pursuant to Rule 54 (b) of the Federal Rules of Civil
Procedure.



Dated:    Alexandria, Virginia

                              , 1999
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          UNITED STATES DISTRICT JUDGE





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