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                                                     Exhibit 10.33
                                           
                                AGREEMENT

               THIS AGREEMENT (this "Agreement") made as of the 1st day of 
February, 1997, between COMPUTER LEARNING CENTERS, INC., a Delaware 
corporation (the "Company"), and REID R. BECHTLE (the "Executive").

               The Executive is presently employed by the Company as 
President and Chief Executive Officer.

               The Board of Directors of the Company (the "Board") recognizes 
that the Executive's contribution to the growth and success of the Company 
during the past six (6) years has been substantial.  The Board desires to 
provide for the continued employment of the Executive and to make certain 
changes in the Executive's employment arrangements with the Company which the 
Board has determined will reinforce and encourage the continued attention and 
dedication to the Company of the Executive, as is deemed to be in the best 
interest of the Company and its shareholders.  The Executive is willing to 
commit himself to continue to serve the Company, on the terms and conditions 
herein provided. 

               In order to effect the foregoing, the Company and the 
Executive wish to enter into this Agreement on the terms and conditions set 
forth below. Accordingly, in consideration of the promises and the respective 
covenants and agreements of the parties herein contained, and intending to be 
legally bound hereby, the parties hereto agree as follows: 

               1.  Employment.  The Company hereby agrees to continue to 
employ the Executive, and the Executive hereby agrees to continue to serve 
the Company, on the terms and conditions set forth herein.

               2.  Term.  The term hereof will commence on the date hereof 
and end after one (1) year, unless sooner terminated as hereinafter provided 
or unless renewed as provided in Section 8 herein.

               3.  Position and Duties.  The Executive shall serve as 
President and Chief Executive Officer of the Company and shall have such 
responsibilities and authority as may normally be exercised by a chief 
executive officer of a company.

               4.  Place of Performance.  In connection with the Executive's 
employment by the Company, the Executive shall be based at the current 
principal executive offices of the Company in Northern Virginia, or in the 
Company's headquarters, provided that such headquarters is not more than 
thirty-five (35) miles from the location of the Company's principal executive 
offices on the date hereof.                 

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5.  Compensation and Related Matters. 
    ---------------------------------

                    (a) Base Salary.  During the period of the Executive's 
employment hereunder, the Company shall pay to the Executive a salary at a 
rate of not less than Two Hundred and Fifty Thousand Dollars ($250,000) per 
annum in equal installments as nearly as practicable on the normal payroll 
periods for employees of the Company generally (the "Base Salary").  The Base 
Salary may be increased from time to time as determined by the Compensation 
Committee of the Board and, if so increased, shall not thereafter during the 
term of this Agreement be decreased.

                    (b) Bonuses.  The Executive shall be paid on an annual 
basis bonuses as follows (collectively, the "Annual Bonus"):

                         (i)  At the end of each fiscal year during the 
period of the Executive's employment hereunder, the Company shall pay a bonus 
to the Executive equal to twenty-five percent (25%) of the Base Salary (the 
"Guaranteed Bonus"). The Guaranteed Bonus shall be paid to the Executive 
irrespective of any thresholds or benchmarks which trigger any other bonus or 
incentive program to which the Executive is eligible.

                         (ii)  Ninety (90) days after the end of each fiscal 
year during the period of the Executive's employment hereunder, the Company 
shall pay an additional bonus to the Executive as calculated pursuant to 
Exhibit A attached hereto and made a part hereof (the "Formula Bonus"), it 
being understood that the Formula Bonus shall be established, upon mutual 
written agreement of the Company and the Executive, for each fiscal year of 
the Company after the fiscal year ending January 31, 1998.  If the Company 
and the Executive are unable to agree on the terms of the Formula Bonus for 
any such subsequent fiscal year prior to the date the Company issues its 
final financial statements for the prior fiscal year, the Executive shall 
receive as the Formula Bonus for such fiscal year a bonus calculated pursuant 
to the formula set forth in Exhibit B attached hereto (the "Default Formula 
Bonus").                     

                    (c) Expenses.  During the term of the Executive's 
employment hereunder, the Executive shall be entitled to receive prompt 
reimbursement for all reasonable expenses incurred by the Executive in 
performing services hereunder, including all expenses of travel and living 
expenses while away from home on business or at the request of and in the 
service of the Company, provided that such expenses are incurred and 
accounted for in accordance with the policies and procedures established by 
the Company.

                    (d) Insurance.  During the term of the Executive's 
employment hereunder and for a period of two (2) years thereafter, the 
Company shall pay on behalf of the Executive or his designees, premiums on 
life insurance policies under which the Executive and/or his spouse are the 
insured, up to ______________ Dollars ($__________) per annum; provided, 
however, that the Company shall continue to pay such premiums for three (3) 
years after the term of the Executive's employment if there has been a Change 
in Control of the Company, as defined herein; and provided, further, that the 
Company shall not be obligated to pay such premiums after the term if there 
shall be Termination for Cause of the Executive.

                    (e) Other Benefits.  The Company shall maintain in full 
force and effect, and the Executive shall be entitled to continue to 
participate in, all of its employee benefit plans and arrangements in effect 
on the date hereof in which the Executive participates or receives, or plans 
or arrangements providing the Executive with a least equivalent benefits 
thereunder.  The Company shall not make any changes in such plans and 
arrangements which would adversely affect the Executive's rights or benefits 
thereunder, unless such change occurs pursuant to a program applicable to all 
officers of the Company and does not result in a proportionately greater 
reduction in the rights of or benefits to the Executive as compared with any 
other officers of the Company.  The Executive shall be entitled to 
participate in or receive benefits under any employee benefit plan or 
arrangement made available by the Company in the future to its officers and 
key management employees, subject to and on a basis consistent with the 
terms, conditions and overall administration of such plans and arrangements. 
Nothing paid to the Executive under any plan or arrangement presently in 
effect or made available in the future shall be deemed to be in lieu of any 

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amounts payable to the Executive pursuant to Section 5 hereof.  Any payments 
(including bonus) or benefits payable to the Executive hereunder in respect 
of any year during which the Executive is employed by the Company for less 
than the entire such year shall, unless otherwise provided in the applicable 
plan or arrangement, be prorated in accordance with the number of days in 
such year during which he is so employed.

               6.  Termination.  The Executive's employment hereunder may be 
terminated without any breach of this Agreement only under the following 
circumstances:

                    (a) Cause.  This Agreement shall immediately be 
terminated and neither party shall have any future obligation hereunder, 
except for the Company's obligations in Section 7 hereof, and except for the 
Executive's obligations in Section 10 hereof, if the Executive's employment 
is terminated for Cause.

                    (b) Termination by the Executive.  The Executive may 
terminate his employment hereunder for Good Reason.

                    (c) Notice of Termination.  Any termination of the 
Executive's employment by the Company or by the Executive shall be 
communicated by written Notice of Termination to the other party hereto.  

                    (d) Definitions.  

                         (i) For purposes of this Agreement, "Termination for 
Cause" shall arise where termination results from theft or dishonesty in the 
conduct of the Company's business, or intoxication while on duty, or 
conviction of a felony, in each case having a material adverse effect on the 
business of the Company.
                    
                         (ii) For purposes of this Agreement, "Good Reason" 
shall mean (A) a Change in Control of the Company (as defined below), (B) a 
decrease in the total amount of the Executive's Base Salary or Guaranteed 
Bonus below its level in effect on the date hereof, or a decrease in the 
bonus percentage or formula to which the Executive is entitled, without the 
Executive's consent (provided, however, nothing herein shall be construed to 
guarantee the Executive's bonus award under Section 5.(b)(ii) hereof if 
performance is below target), (C) a reduction in the importance of the 
Executive's job responsibilities without the Executive's consent, or, (D) a 
geographical relocation of the Executive without his consent.
                    
                         (iii) For purposes of this Agreement, a "Change in 
Control of the Company" shall be deemed to have occurred if (A) any person 
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange 
Act of 1934 (the "Exchange Act"), is or becomes the "beneficial owner" (as 
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 
securities of the Company representing 25% of more of the combined voting 
power of the Company's then outstanding securities, (B) during any period of 
two consecutive years during the term of this Agreement, individuals who at 
the beginning of such period constitute the Board cease for any reason to 
constitute at least a majority thereof, unless the election of each director 
who was not a director at the beginning of such period has been approved in 
advance by directors representing at least two-thirds of the directors then 
in office who were directors at the beginning of the period, (C) the 
shareholders of the Company approve a merger or consolidation involving the 
Company resulting in a change of ownership of a majority of the outstanding 
shares of capital stock of the Company, or (D) the shareholders of the 
Company approve a plan of liquidation or dissolution of the Company or the 
sale or disposition by the Company of all or substantially all the Company's 
assets.

                         (iv) For purposes of this Agreement, a "Notice of 
Termination" shall mean a notice which shall indicate the specific 
termination provision in this Agreement relied upon and shall set forth in 
reasonable detail the facts and circumstances claimed to provide a basis for 
termination of the Executive's employment under the provision so indicated.

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               7.  Compensation upon Termination.
                   ------------------------------

                    (a) If (A) the Executive's employment shall be 
terminated for Cause, or (B) the Executive voluntarily resigns from the 
employ of the Company and Good Reason shall not occurred, then the Company 
shall pay the Executive his full salary through the date of delivery to him 
of a Notice of Termination at the rate in effect at the time date of 
termination is given plus his bonuses under Section 5.(b) hereof pro rated 
through the time of date of termination, and the Company shall have no 
further obligations to the Executive under this Agreement.

                    (b) If in the breach of this Agreement, the Company 
shall terminate the Executive's employment other than pursuant to Section 
6.(a) hereof (it being understood that a purported termination pursuant to 
Section 6.(a) hereof which is disputed and finally determined not to have 
been proper shall be a termination by the Company in breach of this 
Agreement), then:

                         (i)  the Company shall pay to the Executive his full 
salary through the date of termination at the rate in effect at the time 
Notice of Termination is given plus his bonuses under Section 5.(b) hereof 
pro rated through the date of termination; and

                         (ii) in lieu of any further salary or bonus payments 
to the Executive for periods subsequent to the date of termination, the 
Company shall pay on the date of termination as severance pay to the 
Executive an amount equal to two (2) times the following:  (x) the Base 
Salary rate in effect as of the date of termination plus (y) the Guaranteed 
Bonus which would be payable to the Executive with respect to the year in 
which the date of termination occurs.

                    (c) If there is a Change in Control of the Company or 
there has been a public announcement of a Change in Control of the Company 
(provided, however, that consummation of the Change in Control of the Company 
shall be a condition precedent to the effectiveness of this provision) and at 
any time thereafter the employment of the Executive under this Agreement is 
terminated for any reason whatsoever, then:

                         (i)  the Company shall pay to the Executive his full 
salary through the date of termination at the rate in effect at the time 
Notice of Termination is given plus his bonuses under Section 5.(b) hereof 
pro rated through the date of termination; and

                         (ii) in lieu of any further salary or bonus payments 
to the Executive for periods subsequent to the date of termination, the 
Company shall pay on the date of termination as severance pay to the 
Executive an amount equal to three (3) times the greater of: (x) the average 
annual total compensation (cash plus the cash value of all benefits not 
generally provided to all employees of the Company) paid to the Executive 
over the Company's last three fiscal years prior to the date of termination; 
or (y) the total compensation paid to the Executive during the Company's 
fiscal year ended January 31, 1997 (i.e., Five Hundred and Sixty-Five 
Thousand Six Hundred Dollars ($565,600);
                         
                    (d) Upon any termination of the Executive's employment 
for any reason whatsoever, the Company shall maintain in full force and 
effect for the continued benefit of the Executive for two (2) years, or three 
(3) years if there has previously occurred a Change in Control of the 
Company, all employee benefit plans and programs in which the Executive was 
entitled to participate, pursuant to Section 5.(e) or otherwise, immediately 
prior to the date of termination, provided that the Executive's continued 
participation is possible under the general terms and provisions of such 
plans and programs.  In the event that the Executive's participation in any 
such plan or program is barred, the Company shall arrange to provide the 
Executive with equivalent benefits substantially similar to those which the 
Executive would otherwise have been entitled to receive under such plans and 
program from which his continued participation is barred.

                    (e) The Executive shall be entitled to continue to 
participate in any benefit plan or program of the 

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Company for two (2) years after the expiration of the period provided for in 
Section 7.(d), or three (3) years if there has previously occurred a Change 
of Control, provided, that the Executive pays the direct cost of any such 
benefit plan or program.

               8. Renewal of Term of Agreement.  At the end of the initial 
term of this Agreement, the Agreement shall be automatically renewed each 
year for an additional one year, unless the Company notifies the Executive of 
nonrenewal, such notice to be delivered at least ninety (90) days prior to 
the end of the initial term or any extended term.  Upon notice of nonrenewal 
by the Company, (i) the Executive will be entitled to the protections of this 
Agreement for the remaining term of this Agreement, subject to all other 
provisions of this Agreement, and (ii) the Executive shall be entitled to the 
payments specified in Sections 7.(b)(i) and 7.(b)(ii) hereof.

               9.  Counsel Fees.  In the event that (i) the Company 
terminates, or seeks to terminate, this Agreement, alleging as justification 
for such termination a material breach by Executive or a Cause, or Causes, 
set out in Section 6.(a) hereof; Executive disputes such termination or 
attempted termination; and Executive prevails, or (ii) Executive elects to 
terminate his service hereunder pursuant to Section 6.(b) of this Agreement; 
the Company disputes its obligation to pay to Executive his Base Salary, 
Guaranteed Bonus or Formula Bonus as provided in Section 7; and Executive 
prevails; the Company shall pay, or reimburse to Executive, all reasonable 
costs incurred by him in such dispute, including attorneys' fees and costs.

               10. Covenants Not to Compete or Hire Employees.  It is 
recognized and understood by the parties hereto that Executive, through 
Executive's association with the Company as an employee, shall acquire a 
considerable amount of knowledge and goodwill with respect to the business of 
the Company, which knowledge and goodwill are extremely valuable to the 
Company and which would be extremely detrimental to the Company if used by 
Executive to compete with the Company.  It is, therefore, understood and 
agreed by the parties hereto that, because of the nature of the business of 
the Company, it is necessary to afford fair protection to the Company from 
such competition by Executive. Consequently, as a material inducement to the 
Company to enter into this Agreement, Executive covenants and agrees that for 
the period commencing with the date hereof and ending one (1) year after 
Executive's termination of employment with the Company, Executive shall not 
engage, directly, indirectly or in concert with any other person or entity, 
in the information technology training industry; provided, however, that 
nothing in this Section 10 or elsewhere in this Agreement shall prevent the 
Executive from teaching or lecturing in any field or being employed or 
engaged in any capacity by a non-profit entity exempt from Federal income 
taxes.  Executive further covenants and agrees that for the period commencing 
on the date of Executive's termination of employment for any reason 
whatsoever and ending one (1) year after Executive's termination of 
employment with the Company, Executive shall not, directly or indirectly, 
hire or engage or attempt to hire or engage any individual who shall have 
been an employee of the Company at any time during the one (1)-year period 
prior to the date of Executive's termination of employment with the Company, 
whether for or on behalf of Executive or for any entity in which Executive 
shall have a direct or indirect interest (or any subsidiary or affiliate of 
any such entity), whether as a proprietor, partner, co-venturer, financier, 
investor or stockholder, director, officer, employer, employee, servant, 
agent, representative or otherwise.

               11. Successors; Binding Agreement.
                   ------------------------------

                    (a) The Company will require any successor (whether 
direct or indirect, by purchase, merger, consolidation or otherwise) to all 
or substantially all of the business and/or assets of the Company, by 
agreement in form and substance satisfactory to the Executive, to expressly 
assume and agree to perform this Agreement in the same manner and to the same 
extent that the Company would be required to perform it if no such succession 
had taken place. As used in this Agreement, "Company" shall mean the Company 
as hereinbefore defined and any successor to its business and/or assets as 
aforesaid which executes and delivers the agreement provided for in this 
Section 11 or which otherwise becomes bound by all the terms and provisions 
of this Agreement by operation of law.

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                    (b) This Agreement and all rights of the Executive 
hereunder shall inure to the benefit of and be enforceable by the Executive's 
personal or legal representatives, executors, administrators, successors, 
heirs, distributees, devisees and legatees.  If the Executive should die 
while any amounts would still be payable to him hereunder if he had continued 
to live, all such amounts, unless otherwise provided herein, shall be paid in 
accordance with the terms of this Agreement to the Executive's devisee, 
legatee, or other designee or, if there be no such designee, to the 
Executive's estate.

               12. Notice.  For the purposes of this Agreement, notices, 
demands and all other communications provided for in the Agreement shall be 
in writing and shall be deemed to have been duly given when delivered or 
(unless otherwise specified) mailed by United States registered mail, return 
receipt requested, postage prepaid, addressed as follows:

                            If to the Executive:     5606 Braddock Farms
                   Way
                                                     Clifton, Virginia  22024
               
                            If to the Company:       11350 Random Hills Road
                                                     Suite 240
                                                     Fairfax, Virginia  22030

or to such other address as any party may have furnished to the other in 
writing in accordance herewith, except that notices of change of address 
shall be effective only upon receipt.
               
               13.  Prior Agreement.  All prior agreements between the 
Company and the Executive with respect to the employment of the Executive are 
hereby superseded and terminated effective as of the date hereof and shall be 
without further force or effect.

               14. Miscellaneous.  No provisions of this Agreement may be 
modified, waived or discharged unless such waiver, modification or discharge 
is agreed to in writing signed by the Executive and duly authorized officer 
of the Company.  No waiver by either party hereto at any time of any breach 
by the other hereto of, or compliance with, any condition or provision of 
this Agreement to be performed by such other party shall be deemed a waiver 
of similar or dissimilar provisions or conditions at the same or at any prior 
or subsequent time.  No agreements or representations, oral or otherwise, 
express or implied, with respect to the subject matter hereof have been made 
by either party which are not set forth expressly in this Agreement.  The 
validity, interpretation, construction and performance of this Agreement 
shall be governed by the laws of the Commonwealth of Virginia.

               15. Validity.  The invalidity or unenforceability of any 
provision or provisions of this Agreement shall not affect the validity or 
enforceability of any other provision of this Agreement, which shall remain 
in full force and effect.

               16. Arbitration.  Any dispute or controversy arising under or 
in connection with this Agreement shall be settled exclusively by 
arbitration, conducted before a panel of three arbitrators, in Washington, 
D.C., in accordance with the rules of the American Arbitration Association 
then in effect.  The expense of such arbitration shall be borne by the 
Company.

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               IN WITNESS WHEREOF, the parties have executed this Agreement 
on the date and year first above written.

                                  COMPUTER LEARNING CENTERS, INC.



                                  By:________________________________
                                     Harry Gaines, Chairman 
                                        of the Board


                                  EXECUTIVE:
                                  ____________________________________
                                  Reid R. Bechtle





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