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                                                                   EXHIBIT 10.28


                                IMPORTANT NOTICE

           THIS NOTE CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH
           CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A
          BORROWER AND ALLOWS THE LENDER TO OBTAIN A JUDGMENT AGAINST
                          YOU WITHOUT FURTHER NOTICE.


                           THIRD AMENDED AND RESTATED
                              REVOLVING CREDIT NOTE


       This THIRD AMENDED AND RESTATED REVOLVING CREDIT NOTE (this "Note") is
made this 15th day of May, 2000, between COMPUTER LEARNING CENTERS, INC. (the
"Borrower") and FIRST UNION NATIONAL BANK, successor-by-merger to CORESTATES
BANK, N.A. (the "Lender").

                                    RECITALS

       1.    The Borrower is indebted to the Lender under a Second Amended and
Restated Revolving Credit Note dated December 31, 1999, as amended by a First
Modification of Loan Documents dated January 29, 2000, in the face amount of
$15,000,000.00 (the "Revolving Credit Note"). The Revolving Credit Note
evidences a $15,000,000.00 credit facility which the Lender has made available
to the Borrower.

       2.    The Borrower and the Lender have agreed to execute this Note
pursuant to the terms and conditions of a Second Amended and Restated Credit
Agreement of even date herewith (the "Credit Agreement").

       NOW, THEREFORE, in consideration of the foregoing, the Borrower and the
Lender agree as follows:


             FOR VALUE RECEIVED, the undersigned, COMPUTER LEARNING CENTERS,
INC., a Delaware corporation, hereby unconditionally promises to pay on the
Revolving Credit Termination Date, to the order of FIRST UNION NATIONAL BANK,
successor-by-merger to CoreStates Bank, N.A. (the "Lender"), at the office of
the Lender at 1970 Chain Bridge Road, McLean, Virginia 22102, in lawful money of
the United States of America and in immediately available funds, the principal
amount of the lesser of (a) Nine Million Two Hundred Thousand Dollars
($9,200,000), or (b) the aggregate unpaid principal amount of all Revolving
Credit Loans made by the Lender to the undersigned pursuant to the Credit
Agreement. The Credit Agreement is incorporated into and made a part of this
Note. Capitalized terms hereinbefore or hereinafter used without definition
shall have the meanings assigned to such terms in the Credit Agreement.


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             The undersigned further agrees to pay interest in like money at
such office on the unpaid principal amount hereof from time to time from the
date hereof until and after such amount shall become due and payable (whether at
stated maturity, by demand, by acceleration or otherwise) on the dates and at
the applicable rates per annum as provided in Subsections 2.13 and 2.14 of the
Credit Agreement; provided that all accrued and unpaid interest shall be payable
in full on the Revolving Credit Termination Date.

             The date and amount of each Revolving Credit Loan made by the
Lender, and the date and amount of each payment or prepayment of principal
thereof, as reflected on the Lender's books and records with respect to the
Revolving Credit Note, shall constitute prima facie evidence, absent manifest
error, of the accuracy of the information so reflected.

             If any payment under this Note becomes due and payable on a day
other than a Business Day, such payment shall be extended to the next succeeding
Business Day, and, with respect to payments of principal, interest thereon shall
be payable at the then applicable rate during such extension.

             Upon the occurrence of any one or more Events of Default, all
amounts then remaining unpaid on this Note shall become, or may be declared to
be, immediately due and payable, all as provided in the Credit Agreement.

             The Borrower duly constitutes and appoints Gregory A. Baugher, J.
David Linthicum (each of whom is an officer of the Lender), and the Lender
through an officer duly authorized by the Lender (any of the foregoing may act)
as the true and lawful attorneys-in-fact for it, in its name, place and stead,
and upon the occurrence of an Event of Default, to confess judgment against it,
in favor of the Lender, before the Clerk of the Circuit Court for Fairfax
County, Virginia, in accordance with 1950 Code of Virginia, Section 8.01-431 et
seq, and any successor statute, for all amounts owed with respect to the
Obligations under and pursuant to this Note including, without limitation, all
costs of collection, attorneys' fees in an amount equal to 15% of the
Obligations then outstanding (which shall be deemed reasonable attorneys' fees
for the purposes of this paragraph), and court costs, hereby ratifying and
confirming the acts of said attorney-in-fact as if done by itself. Upon request
of the Lender, the Borrower will execute an amendment or other agreement
substituting attorneys-in-fact appointed to act for the Borrower hereunder.

             Except as expressly provided herein and in the Credit Agreement,
the undersigned hereby waives presentment, demand, protest, notice of protest
and all other notices of any kind.

             THE LENDER, BY ITS ACCEPTANCE HEREOF, AND THE UNDERSIGNED EACH
AGREES THAT ANY ACTION, SUIT OR PROCEEDING INVOLVING ANY CLAIM, COUNTERCLAIM OR
CROSS-CLAIM ARISING OUT OF OR IN ANY WAY RELATING, DIRECTLY OR INDIRECTLY, TO
THIS NOTE, OR ANY LIABILITIES, RIGHTS OR INTERESTS OF THE UNDERSIGNED OR THE
LENDER ARISING OUT OF


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OR IN ANY WAY RELATING, DIRECTLY OR INDIRECTLY, TO THIS NOTE, SHALL BE TRIED BY
A COURT AND NOT BY A JURY. THE LENDER, BY ITS ACCEPTANCE HEREOF, AND THE
UNDERSIGNED EACH HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY SUCH ACTION,
SUIT OR PROCEEDING, WITH THE UNDERSTANDING AND AGREEMENT THAT THIS WAIVER
CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS, COUNTERCLAIMS AND
CROSS-CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS, SUITS OR PROCEEDINGS,
INCLUDING CLAIMS, COUNTERCLAIMS AND CROSS-CLAIMS AGAINST PARTIES WHO ARE NOT
PARTIES TO THIS NOTE, THE CREDIT AGREEMENT OR THE OTHER CREDIT DOCUMENTS. THIS
WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY THE LENDER AND THE
UNDERSIGNED, AND EACH OF THE LENDER AND THE UNDERSIGNED ACKNOWLEDGES AND AGREES
THAT THIS WAIVER OF TRIAL BY JURY IS A MATERIAL ASPECT OF THE AGREEMENTS AMONG
THEM AND THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY PERSON
TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO MODIFY, LIMIT OR NULLIFY ITS
EFFECT.

             This Note amends and restates in its entirety that certain Second
Amended and Restated Revolving Credit Note dated December 31, 1999, in the
principal amount of $12,000,000.00 executed by the Borrower in favor of the
Lender, as amended by a First Loan Modification Agreement dated January 29, 2000
(the "Original Note"). The Lender and the Borrower intend that the execution and
delivery of this Note shall not constitute or be construed to operate as a new
indebtedness of the Borrower, but the terms of the indebtedness of the Borrower
pursuant to the Original Note shall be modified in accordance herewith.

             This Note shall be governed by, and construed and interpreted in
accordance with, the internal laws of the Commonwealth of Virginia, exclusive of
principles of conflicts of laws.

             IN WITNESS WHEREOF, the undersigned has duly executed, or caused to
be duly executed, this Note under sale the day and year first above written.



ATTEST/WITNESS:                      COMPUTER LEARNING CENTERS, INC.

---------------------------          By: /s/ John L. Corse
                                         --------------------
                                         John L. Corse
                                         President and Chief Executive Officer


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COMMONWEALTH OF VIRGINIA, COUNTY OF __________________, to wit:

       I HEREBY CERTIFY, that on this _____ day of May, 2000, before me, the
undersigned Notary Public, personally appeared John L. Corse, who acknowledged
himself to be the President of Computer Learning Centers, Inc., known to me (or
satisfactorily proven) to be the person who executed the foregoing instrument
and acknowledged that he, being authorized so to do, executed the foregoing
instrument on behalf of Computer Learning Centers, Inc., for the purposes
therein contained.

       WITNESS my hand and Notarial Seal.


                                                 -------------------------------
                                                 Notary Public

 My Commission Expires:
                         ------------------------





       The Lender hereby accepts this Third Amended and Restated Revolving
Credit Note and agrees to the restatement of the terms of the Original Note as
set forth in this Third Amended and Restated Revolving Credit Note.

 ATTEST/WITNESS:                          FIRST UNION NATIONAL BANK

 ------------------------------           By: /s/ J. David Linthicum      (SEAL)
                                              -------------------------
                                              J. David Linthicum, Vice President






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