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                                                                   Exhibit 10.21
LEASE TERMINATION AGREEMENT AND RELEASE

               This Lease Termination Agreement and Release ("AGREEMENT") is 
entered into as of March ___, 1997, between KYUNG YONG LEE and YUN CHO LEE, 
husband and wife ("LEES"), as community property, JAE MIN CHA and CE CIL CHA, 
husband and wife ("CHAS"), as community property, PYUNG SUN KIM and KOOK JUNG 
KIM, husband and wife ("KIMS"), as community property, and WSI FUND, INC., 
doing business as and collectively referred to herein as WILSHIRE SHATTO 
GROUP ("WSG") on the one hand, and COMPUTER LEARNING CENTERS, INC. ("CLC"), 
on the other hand.  WSG and CLC are sometimes hereinafter referred to as "THE 
PARTIES".

                                 R E C I T A L S :

               This AGREEMENT is made with respect to the following facts:

               A.   WSG are the true owners of certain property located at 
3130 Wilshire Boulevard, Los Angeles, California ("PROPERTY"), and are the 
current landlords under that certain lease dated July 26, 1988 affecting a 
portion of the PROPERTY.

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               B.   CLC is the tenant of such portion of the PROPERTY 
pursuant to such lease.

               C.   The July 26, 1988 lease has been amended by a series of 
amendments, the last which is described as "Seventh Amendment To Lease" and 
is dated August 23, 1996.  True and correct copies of the said lease and all 
Amendments thereto are attached to this AGREEMENT as Attachment "A" and are 
incorporated herein and are sometimes herein referred to as "THE LEASE 
AGREEMENT". 

               D.   The Parties acknowledge that, subject to this AGREEMENT, 
the terms of THE LEASE AGREEMENT are mutually enforceable until its 
expiration date, as provided below.

               E.   THE PARTIES desire to provide in this AGREEMENT for the 
termination of THE LEASE AGREEMENT prior to its current expiration date, 
subject to and in accordance with the terms and conditions set forth in this 
AGREEMENT.

               F.   This AGREEMENT is not intended to, and does not in fact, 
adversely affect any rights and remedies of THE PARTIES under THE LEASE 
AGREEMENT, all of which rights and remedies are hereby expressly reserved, 
which accrue after the date of this AGREEMENT and prior to the termination of 
THE LEASE AGREEMENT as provided below.

               NOW, THEREFORE, in consideration of the foregoing facts and 
the terms and conditions set forth herein, WSG and CLC agree as follows:

                         Incorporation of Recitals.  The foregoing Recitals 
are incorporated


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herein by reference.

                         Consideration.

                                          Payment by CLC.  CLC agree to
                                          pay to WSG the sum of Five
                                          Hundred Thousand Dollars
                                          ($500,000).  CLC shall pay as
                                          follows:
                                                                           
                             Concurrently with the full execution hereof, CLC
                                          shall deliver to WSG a check 
                                          payable to the order of WSG in the
                                          amount of Two Hundred Fifty
                                          Thousand Dollars ($250,000).

                                          No later than ninety days
                                          after the full execution
                                          hereof, CLC shall deliver to
                                          WSG a check payable to the
                                          order of WSG in the amount of
                                          One Hundred Thousand Dollars
                                          ($100,000).

                                           No later than September 30,
                                           1997, CLC shall deliver to WSG
                                           a check payable to the order
                                           of WSG in the amount of One
                                           Hundred Fifty Thousand Dollars
                                           ($150,000).


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                                           No later than September 30,
                                           1997, CLC shall pay to WSG
                                           interest that accrues after
                                           full execution hereof on any
                                           unpaid balance of the above
                                           stated Five Hundred Thousand
                                           Dollars ($500,000) at an
                                           annual rate of nine percent
                                           (9%).
 
                         Security Deposit under THE LEASE AGREEMENT.  Upon 
full execution of this AGREEMENT, in addition to CLC's payment of the Five 
Hundred Thousand Dollars ($500,000) plus interest, as stated above under a) 
Payment by CLC, CLC shall lose all of its rights, remedies and/or claims 
against WSG for the Security Deposit under THE LEASE AGREEMENT in the amount 
of Thirty-One Thousand Three Hundred Ninety-One Dollars and Twenty-five Cents 
($31,391.25).  The said Security Deposit shall be used by WSG in repair and 
restoration of the PROPERTY.

                         Early Termination.  Effective upon execution of this 
AGREEMENT, the term of THE LEASE AGREEMENT, which expires on September 30, 
1998, is hereby amended to expire instead on September 30, 1997.  In 
addition, CLC shall have the option to extend such term by one month after 
the September 30, 1997 termination date, exercisable by written notice to WSG 
on or before September 15, 1997.  If CLC exercises the said option, CLC shall 
pay in advance a separate rent fee to WSG for the extension in the amount of 
Fifty-Five Thousand Eight Hundred Eighty-four Dollars ($55,884) and CLC shall 
vacate the PROPERTY by October 31, 1997.

                         General Release.  Except for claims under the 
provisions of Article 11 of THE

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LEASE AGREEMENT and Section 2 of the Addendum thereto dated July 1988, which 
shall continue in effect until and after termination of THE LEASE AGREEMENT, 
and except for such rights as are created or preserved herein, each of THE 
PARTIES hereby releases and forever discharges the other, and its assignees, 
transferees, principals, partners, officers, directors, shareholders, 
employees, servants, subsidiaries, parents, heirs, successors, agents, 
insurance carriers, attorneys and representatives, from any and all claims, 
disputes, demands, damages, debts, liabilities, obligations, contracts, 
agreements, causes of action, suits, and costs, of whatever nature, character 
or description, whether known or unknown, anticipated or unanticipated, which 
each may have or may hereafter have or claim to have against the other by 
reason of any cause, or thing whatsoever occurring, done, omitted, or 
suffered to be done prior to the date hereof arising from and/or regarding 
THE LEASE AGREEMENT (collectively, "CLAIMS").

                         Intention of the Parties.  It is the intention of 
the parties that this AGREEMENT shall be effective as a full and final accord 
and satisfactory release of all CLAIMS.  In furtherance of this intention, 
the Parties acknowledge that each is familiar with Section 1542 of the Civil 
Code of the State of California, which provides as follows:

                    "A general release does not extend to claims which the
                    creditor does not know or suspect to exist in his favor at
                    the time of executing the release, which if known by him
                    must have materially affected his settlement with this
                    debtor.

               CLC and WSG hereto waive and relinquish any rights and 
benefits which they may have under Section 1542.  CLC and WSG acknowledge 
that they may hereafter discover facts in addition to or different from those 
which they now know or believe to be true with respect to THE LEASE AGREEMENT 
or the subject matter of this AGREEMENT, but it is their intention


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to fully and finally and forever settle and release any and all Claims, known 
or unknown, suspected or unsuspected, which do now exist, may exist or prior 
to the date hereof have existed between them in connection with THE LEASE 
AGREEMENT.  In furtherance of this intention, the releases herein shall be 
and remain in effect as full and complete general releases notwithstanding 
the discovery or existence of any such additional or different facts.

               CLC and WSG, and each of them, warrant and represent to one 
another that the effect and import of the provisions of Section 1542 have 
been fully explained to them by their attorneys.

                         Ownership of Claims.  CLC and WSG, and each of them,
               warrant and represent that they are the only persons or entities
               which have any interest in any of the matters herein released,
               and that none of such CLAIMS, causes of action, costs or demands,
               or any part thereof, have been assigned, granted or transferred
               in any way to any other person.

                         Alterations.  Landlord agrees that, notwithstanding
               anything to the contrary in THE LEASE AGREEMENT, Tenant shall not
               be required to remove, or pay for the removal of, any
               alterations, additions or improvements made to the PROPERTY
               during the term of THE LEASE AGREEMENT.

                         Survival.  The provisions of Article 11 of THE LEASE
               AGREEMENT and Section 2 of the Addendum thereto dated July 1988
               shall survive the termination of THE LEASE AGREEMENT provided for
               in this AGREEMENT with respect to any claims or liability arising
               from events


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               or circumstances occurring prior to such termination.

                         Fees and Costs.  CLC and WSG, and each of them, agree
               to bear their own costs and attorney's fees incurred with
               respect to the EARLY TERMINATION, described above, and the
               preparation of this AGREEMENT.

                         Severability.  If any provision of this AGREEMENT shall
               be adjudged by a Court to be void and/or unenforceable, the same
               shall in no way affect:  (a) any other provision in this
               AGREEMENT; and (b) the validity and/or enforceability of the
               AGREEMENT as a whole.

                         Entire Agreement.  This AGREEMENT contains the entire
               understanding and agreement between THE PARTIES with respect to
               the matters referred to herein.  No other representations,
               covenants, undertakings and/or other prior or contemporaneous
               agreements, oral or written, respecting such matters, which are
               not specifically incorporated herein, shall be deemed in any way
               to exist or bind any of THE PARTIES.  Each of THE PARTIES
               acknowledges that it has not executed this AGREEMENT in reliance
               on any such representation, covenant, undertaking and/or other
               agreement.


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                         Binding on Successors and Others.  This AGREEMENT and
               the covenants and conditions contained herein shall apply to, be
               binding upon, and inure to the benefit of the respective
               administrators, executors, heirs, trustees, legal
               representatives, assignees, successors and agents of THE PARTIES.

                         Construction.  THE PARTIES participated jointly in the
               preparation of this AGREEMENT.  Each party to this AGREEMENT has
               had the opportunity to review, comment upon, and redraft this
               AGREEMENT.  It is agreed that no rule of construction shall apply
               against any party and/or in favor of any party.  This AGREEMENT
               shall be construed as if THE PARTIES jointly prepared this
               AGREEMENT and any uncertainty or ambiguity shall not be
               interpreted against any one party.  This AGREEMENT is to be
               performed in Los Angeles County, California and be interpreted,
               enforced and governed by and under the laws of the State of
               California.

                         Venue and Jurisdiction.  Any litigation arising from
               this AGREEMENT shall be instituted in the Los Angeles County
               Superior Court, and THE PARTIES hereby stipulate and confer venue
               and jurisdiction over them for the purpose of resolving any
               disputes under this AGREEMENT.

                         Modification.  This AGREEMENT shall not be modified
               except by written agreement executed by THE PARTIES.

                         Attorney's Fees.  Should suit be brought to enforce or
               interpret any part of this AGREEMENT, the "prevailing party"
               shall be entitled to recover, as an element of costs of suit and
               not 


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               as damages, reasonable attorney's fees to be fixed by the
               Court.  A party not entitled to recover his, her, or its costs
               shall not be entitled to recover attorney's fees. No sum for
               attorney's fees shall be counted and calculated in the amount of
               a judgment for the purpose of determining if a party is entitled
               to recover costs or attorney's fees.

                         Further Documents.  CLC and WSG shall execute and
               deliver all documents and perform all further acts that may be
               reasonably necessary to effectuate the provisions of this
               AGREEMENT.

                         Counterparts.  This AGREEMENT may be executed in any
               number of original counterparts.  Any such counterpart, when
               executed, shall constitute an original of this AGREEMENT, and all
               such counterparts together shall constitute one and the same
               AGREEMENT.

                         Notices.  Any notices and/or correspondence pursuant to
               this AGREEMENT shall be sent via facsimile with confirmation sent
               by mail to the parties as follows:

               If to CLC:          COMPUTER LEARNING CENTERS, INC.
                                   c/o Mr. Charles L. Cosgrove
                                   11350 Random Hills Road, Suite 240
                                   Fairfax, Virginia  22030
                                   Fax No.:  (703) 359-8225

               With a Copy to:     Thomas L. Hanavan, Esq.
                                   DONAHUE, GALLAGHER, WOODS & WOOD
                                   300 Lakeside Drive, Suite 1900
                                   Oakland, California  94612-3570
                                   Fax No.: (510) 832-1486

               If to WSG:          WILSHIRE SHATTO GROUP
                                   c/o Mr. Jonathan Kim
                                   3130 Wilshire Boulevard, Suite 400
                                   Los Angeles, California  90010


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                                   Fax No.: (213) 386-2279

               With a Copy to:     Robert M. Kim, Esq.
                                   LAW OFFICES OF ROBERT M. KIM
                                   800 Wilshire Boulevard, Ste. 530
                                   Los Angeles, California  90017
                                   Fax No.: (213) 489-9705


                         Advice of Counsel.  CLC and WSG, and each of them,
               acknowledge that they have been represented by counsel of their
               own choice in the negotiations leading up to the execution of
               this AGREEMENT and that they have read this AGREEMENT and have
               had it fully explained to them by their counsel.

                         Powers and Authority.  CLC and WSG, and each of them,
               warrant and represent that the execution, delivery and
               performance hereof are within their powers and authority, and all
               requisite action and other steps have been taken by the
               appropriate governing body, board, partners or group, to obtain
               due authorization thereof pursuant to any and all organizational
               documents of each party; and this AGREEMENT constitutes the valid
               and binding obligation of THE PARTIES, and each of them,
               enforceable in accordance with its terms.

                         No Conflicting Laws.  CLC and WSG, and each of them,
               warrant and represent that the execution and delivery of this
               AGREEMENT will not, with or without the giving of notice or
               passage of time, or both:  (a) conflict with or violate any law,
               statute, rule, regulation or administrative order to which THE
               PARTIES, and each of them, are subject or by which the assets
               of THE PARTIES, and each of them, are bound or affected; (b)
               violate any judgment, order, writ or decree of any court or 
               administrative body in any suit or proceeding to which 
               THE PARTIES, and each of them, is a party; 


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                (c) conflict with the terms of any charter or other
                organizational document of THE PARTIES, and each of them, or to
                which CLC or WSG is a party; or (d) result in a breach of or
                default under any material agreement, commitment, contract or
                other material instrument to which CLC or WSG is a party or by
                which any of the assets of CLC and/or WSG are bound or affected.

                         Freely and Voluntarily.  In negotiating, executing and
               carrying out the provisions hereof, THE PARTIES, and each of
               them:  (a) have at all times acted freely and voluntarily and of
               its own accord, and without duress or coercion of any kind, and
               (b) have not relied upon, and are not relying upon, the
               continuing existence or effectiveness of any agreement, document,
               instrument or covenant to which CLC or WSG is a party, or any
               security therefor.

                         Time of the Essence.  Time is of the essence of this
               AGREEMENT.

                         Authority.  The person signing below on behalf of CLC,
               and the person signing below on behalf of WSI Fund, Inc.,
               represents and warrants that he has the requisite authority to
               bind the party on whose behalf he is signing.

                         No Third Parties Benefitted.  This AGREEMENT is made
               and entered into for the benefit of THE PARTIES, and the persons
               and entities referenced in Paragraph 11 above, and no other
               person or entity shall have any rights hereunder.

                         Survival of Representations and Warranties.  All
               representations and warranties of the 


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               respective parties contained herein shall be deemed to be
               material and shall survive the execution and delivery (or
               termination) of this AGREEMENT.


                                 COMPUTER LEARNING CENTERS, INC.

Dated: March __, 1997            By:                                 
                                    ---------------------------------
                                     CHARLES L. COSGROVE
                                     Vice President
                                                                "CLC"

Dated: March __, 1997            ------------------------------------
                                 KYUNG YONG LEE

Dated: March __, 1997            ------------------------------------
                                 YUN CHO LEE

Dated: March __, 1997            ------------------------------------
                                 JAE MIN CHA

Dated: March __, 1997            ------------------------------------
                                 CE CIL CHA

Dated: March __, 1997            ------------------------------------
                                 PYUNG SUN KIM

Dated: March __, 1997            ------------------------------------
                                 KOOK JUNG KIM

                                 WSI FUND, INC.

                                 By:                                
                                    ---------------------------------
                                                                "WSG"
APPROVED AS TO FORM AND CONTENT:


Dated: March __, 1997            LAW OFFICES OF ROBERT M. KIM

                                 By:                                 
                                    ---------------------------------
                                    Robert M. Kim, Attorney for WSG

Dated: March __, 1997            DONAHUE, GALLAGHER, WOODS & WOOD

                                 By:                                 
                                    ---------------------------------
                                     Thomas L. Hanavan,
                                     Attorneys for CLC