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                                                                   EXHIBIT 10.25

            SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

       This SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this
"Agreement") is made this 15th day of May, 2000, by and between COMPUTER
LEARNING CENTERS, INC. ("Debtor") and FIRST UNION NATIONAL BANK,
successor-by-merger to CoreStates Bank, N.A. ("Secured Party").

                                    RECITALS

       1.    The Debtor and the Secured Party executed an Amended and Restated
Security Agreement dated December 31, 1999.

       2.    The Debtor and the Secured Party wish to amend the Amended and
Restated Security Agreement in accordance with the terms of a Second Amended and
Restated Credit Agreement of even date herewith.

       NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are acknowledged, the Debtor and the Secured Party agree as follows:

              SECTION 1. CONSTRUCTION OF AGREEMENT AND DEFINITIONS

             Unless the context otherwise requires, all of the terms used herein
without definition which are defined by the Virginia Uniform Commercial Code
shall have the meanings assigned to them by the Virginia Uniform Commercial Code
except to the extent varied by this Agreement. Unless the context otherwise
requires, all capitalized terms used in this Agreement without definition shall
have the meanings assigned to such terms in the Credit Agreement (as hereinafter
defined). The phrases "satisfactory to Secured Party," "acceptable to Secured
Party" and similar phrases shall mean reasonably satisfactory or reasonably
acceptable to Secured Party, in Secured Party's reasonable discretion exercised
in good faith. The use of the singular herein shall also refer to the plural and
vice versa, and the use herein of any gender, including the neuter, shall also
refer to each of the other genders, including the neuter. The captions and
headings contained in this Agreement are for convenience of reference only and
shall not affect the meaning, or the construction or interpretation, of this
Agreement. In addition to terms defined elsewhere in this Agreement, the
following terms shall have the following meanings when used herein:

             "Business Day" shall mean any day that is not a Saturday, Sunday or
other day on which banking institutions in the Commonwealth of Virginia are
authorized or obligated to remain closed.


             "Collateral" shall mean all of the Debtor's right, title and
interest in and to the following tangible and intangible assets owned by the
Debtor, wherever located, whether now owned or hereafter acquired by the Debtor:



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             (a) all accounts (including Receivables), inventory, chattel paper,
         documents, general intangibles (including trademarks, trade names,
         patents, copyrights and the goodwill associated therewith),
         instruments, retail installment contracts, equipment (except for
         equipment leased under operating leases or subject to purchase money
         financing), and securities (including the capital stock of all
         Subsidiaries);

             (b) all bank accounts, including the Operating Account and the Cash
Collateral Account, as described in the Credit Agreement, and all deposit
accounts maintained by the Debtor at banks other than the Secured Party;

             (c) all records relating to or pertaining to any of the above, and
all present and future books and records in any form, in or on any media,
including data processing materials in any form (including software, tapes,
discs and the like), whether in the possession of Debtor or any other person;
and

             (d) all present and future proceeds and products of all of the
foregoing in any form whatsoever and all rights, including rights to the payment
of money for any reason, arising on account of any sale, assignment, lease,
rental, license, exchange, liquidation, condemnation, taking, theft or any
disposition of any nature of, or any damage or casualty to, or any loss with
respect to, any of the foregoing or any rights or interests of Debtor in any of
the foregoing, including, without limitation, cash proceeds (including all
payments under any indemnities, warranties or guaranties payable with respect to
any of the foregoing), non-cash proceeds and proceeds acquired with cash
proceeds, whether any such proceeds constitute consumer goods, farm products,
equipment, inventory, documents of title, chattel paper, accounts, instruments
or general intangibles, and all proceeds of insurance policies insuring any of
the foregoing or any risks to Debtor associated with any of the foregoing.

             "Credit Agreement" shall mean, as the same may be amended,
modified, extended, renewed, supplemented or replaced from time to time, the
Second Amended and Restated Credit Agreement of even date herewith between the
Secured Party and the Debtor.

             "Debtor Notice Address" shall mean 10021 Balls Ford Road, Manassas,
Virginia 20109, attention: John L. Corse, President and Chief Executive Officer.

             "good faith" shall mean, with respect to a determination, request
or other action to be made or taken by Secured Party "in good faith," that
Secured Party shall make or take such determination, request or other action
honestly and not maliciously.

             "Obligations" shall mean, as the same may be amended, modified,
extended, renewed, supplemented, increased, refinanced, consolidated or replaced
from time to time, all present and future obligations, indebtedness and
liabilities of Debtor to Secured Party of every kind and nature, whether arising
under the Credit Agreement, this Agreement, other Credit Documents or otherwise
(including, without limitation. all principal amounts, including future
advances, interest charges, late charges, fees and all other charges and sums,
as well as all costs and expenses, including attorneys' fees and expenses,
payable or reimbursable by Debtor under or pursuant to the Credit Agreement,
this Agreement, other Credit Documents and otherwise),



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whether direct or indirect, contingent or noncontingent, matured or unmatured,
accrued or not accrued, liquidated or unliquidated, secured or unsecured,
related or unrelated to the Credit Agreement or this Agreement, whether or not
now contemplated, whether arising in contract, tort or otherwise, whether the
liability of Debtor with respect thereto is joint or several or both whether or
not any instrument or agreement relating thereto specifically refers to this
Agreement, and whether or not of the same character or class as the obligations
of Debtor under the Credit Agreement, including, without limitation,
reimbursement obligations of Debtor in connection with letters of credit issued
by Secured Party, obligations of Debtor in connection with guaranties by Debtor
of obligations, indebtedness or liabilities to Secured Party of other persons,
obligations of Debtor in connection with overdrafts in any checking or other
account of Debtor at Secured Party, all claims against Debtor acquired by
assignment to Secured Party, and all claims of Secured Party against Debtor
arising or re-arising on account of or as a result of any payment made by Debtor
or any other person with respect to any obligations included in this definition
which is rescinded or recovered from or restored or returned by Secured Party
under authority of any law, rule, regulation, order of court or governmental
agency, or in connection with any compromise or settlement relating thereto or
relating to any pending or threatened action, suit or proceeding relating
thereto, whether arising out of any proceedings under the United States
Bankruptcy Code or otherwise.

             "person" shall mean any individual, corporation, partnership, joint
venture, association, trust, Governmental Authority (or subdivision, agency or
department thereof) or other entity of any kind.

             "Receivables" shall mean all of the Debtor's accounts, instruments,
documents, chattel paper, general intangibles, notes, notes receivable,
reimbursements, commissions, fees, choses in action, and all other rights or
entitlements to moneys or property payable by any individual or entity to the
Debtor, now existing or hereafter created or arising, and all cash and non-cash
proceeds and products thereof, and all rights thereto including rights in
rejected, returned or repossessed goods arising from the sale of or providing of
goods or services by the Debtor.

             "Secured Party Notice Address" shall mean 1970 Chain Bridge Road,
Seventh Floor South, VA-1954, McLean, Virginia 22102, Attention: J. David
Linthicum, Vice President, Fax no. (703) 760-5817.


                  SECTION 2. SECURITY INTEREST AND COLLATERAL.

             2.1     Grant of Security Interest. As security for all of the
Obligations, whether or not any agreement or instrument relating to any
Obligations specifically refers to this Agreement or the security interest
created hereunder, Debtor hereby grants to Secured Party a lien and continuing
security interest in, and pledges and assigns to Secured Party, the Collateral.
The Debtor assigns, transfers and sets over to the Secured Party all of the
Debtor's right, title and interest in and to, and confirms and grants to the
Secured Party a continuing security interest in, all amounts that may be owing
at any time and from time to time by the Secured Party to the




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Debtor in any capacity, including, but not limited to, any balance or share
belonging to the Debtor of any deposit or other account with the Secured Party,
which security interest shall be independent of and in addition to any right of
set-off which the Secured Party may possess. Even if the Obligations shall at
any time or from time to time be paid in full, Secured Party's security interest
shall continuously exist until this Agreement has been terminated, the
Obligations have been paid in full and there exists no contingent or
noncontingent commitment by Secured Party which could give rise to any
Obligations.

             2.2 Notices, Additional Documents. Debtor agrees to execute and
deliver to Secured Party, or cause to be executed and delivered to Secured
Party, from time to time promptly after request by Secured Party and in form and
content reasonably satisfactory to Secured Party, such security agreements,
financing statements, amendments of financing statements, assignments of
financing statements, security interest filing statements, mortgages, deeds of
trust, assignments, notices, consents and other documents as Secured Party may
reasonably request in good faith in order to confirm, supplement, preserve,
protect or perfect, or to maintain the perfection of, Secured Party's security
interest in the Collateral and Secured Party's rights under this Agreement. In
the case of any contract entered into by Debtor with the United States of
America or any State, county, municipality or other governmental entity, or any
department or agency thereof (a) if the aggregate amount which is due or,
through performance of Debtor or otherwise, which may become due under such
contract exceeds One Million Dollars ($1,000000.00), Debtor agrees to notify
Secured Party thereof promptly; and (b) if requested by Secured Party, Debtor
agrees to execute and deliver to Secured Party, or cause to be executed and
delivered to Secured Party, from time to time promptly after request by Secured
Party and in form and content reasonably satisfactory to Secured Party, such
agreements, notices, consents, assignments, acknowledgments and other documents
as Secured Party may reasonably request, and to do such other things as Secured
Party may reasonably request, in order that all sums due and to become due to
Debtor under or in connection with such contract shall be duly assigned and paid
to Secured Party in accordance with the Federal Assignment of Claims Act and/or
any other laws, rules and regulations relating to the assignment or payment of
such contract and sums.

             2.3 Additional Warranties, Agreements Concerning Collateral. Debtor
warrants and agrees that:

             (a) no financing statement, mortgage, deed of trust, assignment,
notice of lien or other security document publicizing a security interest in or
lien upon any of the Collateral is or will be on file in any recording or filing
office, except for financing statements or other security documents publicizing
liens permitted by Subsection 7.3 of the Credit Agreement (other than liens for
taxes), and the Collateral is and shall remain free and clear of all liens,
security interests and encumbrances of every kind, except for such permitted
liens;

             (b) Debtor will not, without Secured Party's prior written consent,
sell, assign, transfer, convey or lease, or suffer or permit to occur any sale,
assignment, transfer, conveyance or lease of any of the Collateral, or any
interest therein, except for transactions in the ordinary course of business;



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             (c) Debtor will use prudent business judgment in extending credit
to account debtors and other customers of Debtor;

             (d) Debtor will not permit, consent to or agree to, without Secured
Party's prior written consent, any material extension, modification or
compromise of any kind with respect to any Receivable, other than in the
ordinary course of Debtor's business;

             (e) whenever requested by Secured Party and periodically if Secured
Party shall so request, Debtor will promptly deliver to Secured Party, with such
endorsements and/or assignments as Secured Party may from time to time request
in good faith, all promissory notes and other instruments, certificates, chattel
paper, guaranties and documents of title, as well as other documents reasonably
requested by Secured Party, previously or hereafter coming into Debtor's
possession or control and constituting, evidencing, securing, guaranteeing or
otherwise relating to, any of the Collateral or proceeds of any of the
Collateral;

             (f) no check, draft, money order or other item of payment made or
applied on account of any of the Obligations shall constitute a final payment to
Secured Party unless and until the item of payment shall be honored and finally
paid to Secured Party in immediately available funds;

             (g) a carbon, photographic or other reproduction of this Agreement
or any financing statement signed by Debtor in connection with this Agreement
shall be sufficient as a financing statement; and

             (h) Debtor may make no withdrawals from the Cash Collateral
Account, except to the extent that the balance in the Cash Collateral Account
exceeds 110% of the L/C Exposure, as defined in the Credit Agreement.


                               SECTION 3. DEFAULT

             3.1 Remedies. Upon and at any time after the occurrence of any
Event of Default, Secured Party may, without notice or demand, exercise in any
jurisdiction in which enforcement hereof is sought, the following rights and
remedies, in addition to the rights and remedies available to Secured Party
under the Credit Agreement and other Credit Documents, the rights and remedies
of a secured party under the Uniform Commercial Code and all other rights and
remedies available to Secured Party under law, all such rights and remedies
being cumulative and enforceable alternatively, successively or concurrently:

             (a) take exclusive possession of any or all of the Collateral from
time to time and/or place a custodian in exclusive possession of any or all of
the Collateral from time to time and, so far as Debtor may give authority
therefor, enter upon any premises on which any of the Collateral may be situated
and remove the same therefrom, Debtor hereby waiving any and all rights to prior
notice and to judicial hearing with respect to repossession of Collateral,
and/or require Debtor, at Debtor's expense, to assemble and deliver any or all
of the Collateral to such place or places as Secured Party may reasonably
request;



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             (b) enforce the liens and security interests granted to Secured
Party hereunder and under the other Credit Documents by collecting or
liquidating all or any part of the Collateral or selling, assigning, leasing,
renting, licensing or otherwise disposing of all or any part of the Collateral
or any interest therein, in one or more parcels, at the same or different times,
at public or private sale or disposition, or otherwise;

             (c) demand, compromise, collect, sue for and receive any money or
property at any time due, payable or receivable on account of any or all
accounts, promissory notes or other instruments, guaranties, chattel paper,
security agreements, contract rights, tax refunds or other Receivables or
general intangibles of Debtor, or on account of any or all other debts,
liabilities or obligations payable to Debtor;

             (d) institute any proceeding or proceedings to enforce any of the
Obligations and any security interests, liens or other rights or interests of
Secured Party;

             (e) sign Debtor's name on any invoices to, drafts against and other
notices and documents to account debtors or other obligors of Debtor and
requests for verification of accounts and other amounts which may be due to
Debtor;

             (f) execute proofs of claim and loss on behalf of Debtor;

             (g) set off and apply all Collateral and proceeds of Collateral
delivered to Secured Party or coming into Secured Party's possession or control
from time to time to such of the Obligations, whether matured or unmatured, as
Secured Party may determine in its discretion, or hold the same as security for
any contingent or future Obligations;

             (h) at Debtor's expense, continue or complete, or cause to be
continued or completed, performance of Debtor's obligations under any contracts
of Debtor, and collect all income and revenues therefrom; and/or

             (i) use, operate, manage, control and exercise all rights of Debtor
relating to the Collateral and any other assets of Debtor, and collect all
income and revenues therefrom.

             3.2 Collateral Dispositions. Debtor agrees that commercial
reasonableness and good faith require Secured Party to give Debtor no more than
ten (10) Business Days prior written notice of the time and place of any public
disposition of Collateral or of the time after which any private disposition or
any other intended disposition is to be made. All sales or other dispositions of
Collateral may be made for cash, upon credit or for future delivery. In no event
shall Debtor be credited with any part of the proceeds of liquidation, sale or
other disposition of any Collateral until final payment thereon has been
received by Secured Party in immediately available funds, and Secured Parry
shall have no obligation to delay any liquidation, sale or other disposition
because the same may result in the imposition of any forfeiture, premium or
penalty.



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             3.3 Expenses. Debtor agrees to pay to Secured Party, upon demand by
Secured Party from time to time, the amount of all expenses, including
reasonable attorneys' fees and expenses, paid or incurred by Secured Party (a)
in exercising or enforcing or, after the occurrence of an Event of Default,
consulting with counsel concerning, any of its rights hereunder or under law, or
(b) in defending any and all non-meritorious or previously waived demands,
claims, counterclaims, cross-claims, causes of action, litigation and
proceedings of every kind and nature asserted, commenced or instituted against
Secured Party, or any of Secured Party's officers, directors, employees or
agents, by Debtor, any Subsidiary of Debtor or any Other Obligor on account of,
as a result of or relating to, any action taken or not taken by Secured Party in
connection with the Collateral or the enforcement or exercise by Secured Party
of any rights or remedies of Secured Party under this Agreement or under law
unless caused by Secured Party's negligence or willful misconduct. Debtor also
agrees to pay to Secured Party, upon demand by Secured Party from time to time,
interest on the outstanding amount of such expenses paid by Secured Party, from
the date of Secured Party's payment of such expenses until the same are paid in
full by Debtor, at the rate applicable to Revolving Credit Loans.

                        SECTION 4. ADDITIONAL PROVISIONS

             4.1 Further Assurances, Power of Attorney. Debtor agrees promptly
to do, make, execute and deliver all such additional and further acts, things,
deeds, assurances, instruments and documents as Secured Party may reasonably
request to vest in and assure to Secured Party its rights hereunder or in any of
the Collateral.

             4.2 Waiver of Trial by Jury. Debtor and Secured Party 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 Agreement, or any liabilities, rights or interests of Debtor, Secured Party
or any other person arising out of or in any way relating directly or
indirectly, to this Agreement, shall be tried by a court and not by a jury. To
the fullest extent permitted by applicable law, Debtor and Secured Party 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 Agreement, the Credit
Agreement or other Credit Documents. This waiver is knowingly, willingly and
voluntarily made by Debtor and Secured Party, and Debtor and Secured Party each
acknowledges and agrees that this waiver of trial by jury is a material aspect
of the agreements between Debtor and Secured Party 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.

             4.3 Additional Waivers. Debtor hereby waives notice of each and
every one of the following acts, events and/or conditions and agrees that,
without necessity for any express reservation of rights against Debtor, neither
the occurrence or existence of any such act, event or condition, nor Secured
Party's commission of or omission to do any such act, event or condition, in any
number of instances, shall in any way release, discharge, impair or diminish any
of the Obligations, except as otherwise specifically agreed by Secured Party in
writing:


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             (a) the amendment, modification, renewal, extension or refinancing
of, or the granting by Secured Party of any indulgence of any nature with
respect to, or the invalidity, voidability, unenforceability, compromise,
settlement, release, waiver, discharge or impairment, in whole or in part, of
the Credit Agreement, this Agreement, any of the other Credit Documents, any of
the Obligations or any obligation of any Other Obligor with respect to any of
the Obligations;

             (b) the addition of any maker, guarantor, surety, endorser,
indemnitor or other person primarily or secondarily liable for or obligated upon
any of the Obligations;

             (c) assumption of any of the Obligations by any other person,
whether by assignment, sale, merger, consolidation, sublease, conveyance or
otherwise;

             (d) delivery to Secured Party or acceptance by Secured Party of any
promissory note or other instrument or writing evidencing or otherwise relating
to any of the Obligations;

             (e) the institution of any suit, the obtaining of any judgment or
the exercise of any other right or remedy against Debtor or any Other Obligor;

             (f) the sale, exchange, pledge, release, disposition, surrender,
loss, destruction, damage to or impairment of, any Collateral; and

             (g) the creation, perfection continuation, amendment, modification,
invalidity, voidability, unenforceability, compromise, settlement,
subordination, release, waiver, discharge, impairment or loss of priority, in
whole or in part, of, any security interest, lien, other encumbrance directly or
indirectly securing any of the Obligations.

Debtor also hereby waives, to the extent the same may be waived under applicable
law:

             (a) notice of acceptance by Secured Party of this Agreement;

             (b) all claims, causes of action and rights of Debtor against
Secured Party on account of actions taken or not taken by Secured Party in the
exercise of Secured Party's rights or remedies under this Agreement or under
law, provided that the same did not arise from Secured Party's negligence or
willfull misconduct;

             (c) all claims and causes of action of Debtor against Secured Party
for punitive, exemplary, indirect, special, consequential or other
non-compensatory damages;

             (d) all rights of redemption of Debtor with respect to any of the
Collateral;

             (e) in the event Secured Party seeks to repossess any or all of the
Collateral by judicial proceedings, any bonds or demands for possession which
otherwise may be required;

             (f) all rights of Debtor to have marshaled the Collateral or any
other security for any of the Obligations;


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             (g) diligence in the enforcement or collection of all of the
Obligations;

             (h) except as otherwise provided in the Credit Agreement,
presentment, protest, notice of protest and notice of non-payment with respect
to all of the Obligations; and

             (i) any duty or obligation of Secured Party to disclose to Debtor
any information concerning any other customer or client, or prospective customer
or client, of Secured Party. Debtor agrees that Secured Party may exercise any
or all of its rights and/or remedies under the Credit Agreement, under this
Agreement, under other Credit Documents and under law without resorting to,
without regard to, and regardless of the adequacy of, any security or other
sources of liability with respect to any of the Obligations. Neither any failure
nor any delay on the part of Secured Party in exercising any right, power or
remedy under the Credit Agreement, under this Agreement, under other Credit
Documents or under law shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or remedy.

             4.4 Modifications. Notices. No modification or waiver of any
provision of this Agreement, and no consent by Secured Party to any failure of
Debtor to comply with any provision of this Agreement, shall in any event be
effective unless the same shall be in writing and signed by the person against
whom enforcement thereof is sought, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand upon Debtor in any circumstance shall entitle Debtor to any
other or further notice or demand in the same, similar or other circumstances.
All written notices and communications in connection with this Agreement shall
be deemed to have been given when hand-delivered to the party to whom directed,
transmitted by facsimile transmission or, if sent via Federal Express (or other
reputable commercial overnight courier), return receipt requested, three (3)
days after delivery of the return receipt to the sending party, provided that
any such notice or communication to the Debtor shall be hand-delivered or
transmitted to the Debtor, Attention: Chief Financial Officer, at the Debtor
Notice Address (or at such other address as the Debtor may specify to the
Secured Party in writing from time to time), with a copy to Jack L. Lewis,
Esquire, Shaw Pittman, 2300 N Street, N.W., Washington, D.C. 20037-1128, Fax no.
(202) 663-8007 (provided that no failure of the Secured Party or any other party
to provide such copy shall impair in any way the effectiveness of any such
notice or communication) and any such notice or communication to the Secured
Party shall be hand-delivered or transmitted to the Secured Party at the Secured
Party Notice Address (or such other address as the Secured Party may specify to
the Debtor in writing from time to time), with a copy to David S. Musgrave,
Esquire, Piper Marbury Rudnick & Wolfe LLP at 6225 Smith Avenue, Baltimore,
Maryland 21209-3600, Fax no. (410) 580-3222 (provided that no failure of the
Debtor or any other party to provide such copy shall impair in any way the
effectiveness of any such notice or communication).

             4.5 Survival, Merger and Counterparts. All representations,
warranties, covenants, conditions and agreements contained herein shall survive
the execution and delivery hereof. Debtor shall continue to observe, comply with
and perform all warranties, covenants, conditions and agreements to be observed,
complied with or performed by Debtor under this


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Agreement until all of the Obligations have been paid in full, there exist no
commitment by Secured Party which could give rise to any Obligations and the
security interests granted under this Agreement have been released by Secured
Party in writing. This Agreement and the other Credit Documents executed in
connection with this Agreement contain the entire agreement of the parties with
respect to the matters covered and the transactions contemplated hereby and
thereby, and no agreement, statement or promise made by any party hereto, or by
any employee, officer, agent or attorney of any party hereto, which is not
contained herein or therein, shall be valid or binding. This Agreement may be
executed in any number of counterparts and by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, but all such counterparts shall together constitute one and the same
agreement.

             4.6 Law, Jurisdiction, Transfers of Interests and Unenforceabilitv.
The performance and construction of this Agreement shall be governed by the
internal laws of the Commonwealth of Virginia (exclusive of principles of
conflicts of laws). The Debtor agrees that any suit, action or proceeding
instituted by the Secured Party with respect to the Collateral or this Agreement
may be brought in the United States District Court for the Eastern District of
Virginia or the Circuit Court of Fairfax County, Virginia. In addition, any such
suit, action or proceeding instituted by Secured Party may be brought in such
other courts in which jurisdiction and venue may be appropriate. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, and each reference in this Agreement to any
of the parties hereto shall be deemed to include the successors and assigns of
such party, including, in the case of Debtor, the debtor in possession or
trustee in any case under any chapter of the United States Bankruptcy Code in
which Debtor is debtor. Debtor may not assign this Agreement or any of its
rights hereunder without Secured Party's prior written consent. Subject to the
provisions of Subsection 9.12 of the Credit Agreement, Secured Party may at any
time, in its discretion, assign, transfer or pledge to any person, or grant to
any person a security interest in. this Agreement or any of its rights
hereunder. In addition, subject to the provisions of Subsection 9.12 of the
Credit Agreement, Secured Party may sell, in such amounts, upon such terms and
to such persons as Secured Party may determine, participations in its interest
under this Agreement. In the case of each such assignment, transfer, pledge,
grant or sale, Secured Party may from time to time provide to the assignee,
transferee, pledgee, secured party or participant, any information and documents
(or copies thereat) relating to this Agreement and related transactions, and
relating to the business, assets, operations, business prospects or financial
condition of Debtor, Subsidiaries of Debtor and Other Obligors. If any term,
provision or condition, or any part thereof of this Agreement shall for any
reason be found or held invalid or unenforceable by any court or governmental
agency, such invalidity or unenforceability shall not affect the remainder of
such term, provision or condition, nor any other term, provision or condition,
and this Agreement shall survive and be construed as if such invalid or
unenforceable term, provision or condition had not been contained herein or
therein; provided, however, that if any rate of interest provided under this
Agreement does or shall exceed the maximum interest rate which Debtor is
permitted by law to contract or agree to pay, then such rate of interest shall
immediately be deemed to be reduced to such maximum rate and all previous
payments of interest in excess of the maximum rate shall be deemed to have been
payments in reduction of principal and not of interest.


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       4.7 No Novation. All of the terms, covenants and conditions of the
Amended and Restated Security Agreement shall continue in full force and effect,
as amended and restated by this Agreement. This Agreement is not intended to be,
and shall not constitute, a substitution or novation of the Amended and Restated
Security Agreement.


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             IN WITNESS WHEREOF, Debtor and Secured Party have duly executed
this Agreement under seal as of the day and year first written above.


ATTEST/WITNESS:                       COMPUTER LEARNING CENTERS, INC.



---------------------------           By: /s/ John L. Corse               (SEAL)
                                         ---------------------------------
                                          John L. Corse
                                          Chief Executive Officer



 ATTEST/WITNESS:                      FIRST UNION NATIONAL BANK



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



COMMONWEALTH OF VIRGINIA
COUNTY OF MANASSAS

             I HEREBY CERTIFY that on this 15th day of May, 2000, before me, the
undersigned, a Notary Public of said State, personally appeared John L. Corse
who acknowledged himself to be the President of Computer Learning Centers, Inc.,
and that he, as such7 being authorized so to do, executed the foregoing
instrument on behalf of the said Computer Learning Centers, Inc., for the
purposes therein contained.

             WITNESS my hand and Notarial Seal.

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

My Commission expires:
                       -----------------



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<PAGE>   13




COMMONWEALTH OF VIRGINIA
COUNTY OF MANASSAS

             I HEREBY CERTIFY that on this 15th day of May, 2000, before me, the
undersigned, a Notary Public of said State, personally appeared J. David
Linthicum, who acknowledged himself to be the Vice President of First Union
National Bank and that he. as such, being authorized so to do, executed the
foregoing instrument on behalf of First Union National Bank, for the purposes
therein contained.

             WITNESS my hand and Notarial Seal.


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

My Commission expires:
                       -----------------


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<PAGE>   14




                          COLLATERAL LOCATIONS EXHIBIT


                            222 South Harbour Boulevard
                            Anaheim, California  92805

                            3580 Wilshire Boulevard
                            Suite 100
                            Los Angeles, California  90010

                            667 Mission Street
                            San Francisco, California  94105

                            111 North Market Street
                            Suite 105
                            San Jose, California  95113

                            2359 Windy Hill Road
                            Marietta, Georgia  30067

                            5675 Jimmy Carter Boulevard
                            Suite 100
                            Norcross, Georgia  30071

                            200 South Michigan Avenue
                            Chicago, Illinois  60604

                            920 East Algonquin Street
                            Suite 110
                            Schaumburg, Illinois  60173

                            312 Marshall Avenue
                            Laurel, Maryland  20707

                            436 Broadway Village Mall
                            Methuen, Massachusetts  01844

                            5 Middlesex Avenue
                            Somerville, Massachusetts  02145

                            32500 Concord Drive
                            Madison Heights, Michigan  48071

                            2290 Corporate Circle
                            Suite 100
                            Henderson, Nevada  89014

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<PAGE>   15

                            2 Executive Campus
                            Suite 200
                            Cherry Hill, New Jersey  08002

                            160 East Route 4
                            Paramus, New Jersey  07652

                            50 Cragwood Road
                            First Floor
                            South Plainfield, New Jersey  07080

                            3031-A Walton Road
                            Suite 301
                            Norristown, Pennsylvania  19401

                            3600 Market Street
                            Philadelphia, Pennsylvania  19104

                            One Plymouth Meeting
                            Suite 300
                            Plymouth Meeting, Pennsylvania  19462

                            777 Penn Center Boulevard
                            Third Floor
                            Pittsburgh, Pennsylvania  15235

                            Appletree Corporate Center
                            2180 Hornig Rd.
                            Building A
                            Woodhaven, Pennsylvania  19116

                            1500 Eastgate Drive
                            Suite 200
                            Garland, Texas  75041

                            3030 South Gessner
                            Suite 150
                            Houston, Texas  77063

                            301 NE Loop 820
                            Hurst, Texas  76053




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<PAGE>   16





                            6295 Edsall Road
                            Suite 210
                            Alexandria, Virginia  22312

                            7005 Boulevard Taschereau
                            Suite 300
                            Brossard, Quebec  J4Z 1A7

                            Carrefour Laval
                            2525, Boul, Daniel-Johnson
                            Suite 610
                            Laval, Quebec  H7T 1S9

                            416 Boulevard De Maisonneuve Quest
                            Bureau 700
                            Montreal, Quebec  H3A 1L2

                            10021 Balls Ford Road
                            Manassas, Virginia 20109




                                      -16-

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