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                                                                   EXHIBIT 10.24

                        FIRST LOAN MODIFICATION AGREEMENT

       This First Loan Modification Agreement ("Modification") is dated January
29, 2000 and is between Computer Learning Centers, Inc., a Delaware corporation
(the "Borrower"), and First Union National Bank (the "Lender").

                                    RECITALS

       1.     The Borrower is indebted to the Lender under a Second Amended and
Restated Revolving Credit Note dated December 31, 1999, in the face amount of
Twelve Million Dollars ($12,000,000) (the "Note").

       2.     As of January 28, 2000, there was due on the Note principal of
$7,955,000 plus interest of $46,565.83 and attorneys' fees. As of December 31,
1999, attorneys' fees and expenses totaled $24,052.91. Additional attorneys'
fees and expenses have accrued since December 31, 1999.

       3.     The Note is governed by the terms of an Amended and Restated
Credit Agreement dated December 31, 1999 between the Borrower and the Lender
(the "Credit Agreement").

       4.     Payment of the Note is secured by the collateral described in an
Amended and Restated Security Agreement dated December 31, 1999 between the
Borrower and the Lender (the "Security Agreement").

       5.     Computer Learning Centers of Quebec, Inc., a wholly-owned
subsidiary of the Borrower, guarantees payment of the Note pursuant to an
Unconditional Guaranty Agreement dated January 17, 2000.

       6.     To secure payment of the Unconditional Guaranty Agreement,
Computer Learning Centers of Quebec, Inc. executed in favor of the Lender a Deed
of Hypothec dated January 17, 2000.

       7.     To secure payment of amounts owing to both the Borrower and
Computer Learning Centers of Quebec, Inc., Delta College, Inc., a wholly-owned
subsidiary of Computer Learning Centers of Quebec, Inc., executed in favor of
each of the Borrower and Computer Learning Centers of Quebec, Inc. a Deed of
Hypothec dated January 14, 2000.

       8.     The Borrower has requested that the Lender make certain
modifications to the Credit Agreement and the Note, to enable the Lender to
advance to the Borrower additional sums. The Lender is willing to consent to the
Borrower's requests subject to the terms and provisions of this Modification.



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       NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are acknowledged, the
parties agree as follows:

       Section 1.    Recitals. The parties hereby acknowledge the accuracy of
the Recitals and incorporate the Recitals into this Modification.

       Section 2.    Amendment to Note. The FOR VALUE RECEIVED paragraph of the
Note is deleted in its entirety and replaced with the following:

                     FOR VALUE RECEIVED, COMPUTER LEARNING CENTERS, INC., a
              Delaware corporation, 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) Fifteen Million Dollars ($15,000,000), as
              reduced pursuant to the terms and conditions of the Amended and
              Restated Credit Agreement dated December 31, 1999, between the
              Borrower and the Lender (as the same may be amended, modified,
              extended, renewed, supplemented or replaced from time to time, the
              "Credit Agreement"), or (b) the aggregate unpaid principal amount
              of all Revolving Credit Loans made by the Lender to the Borrower
              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.

       Section 3.    Amendment to Credit Agreement.

              A.     Revolving Credit Maximum Amount. The definition of
Revolving Credit Maximum Amount in Subsection 1.1 of the Credit Agreement is
deleted in its entirety and replaced with the following:

                     "Revolving Credit Maximum Amount": Fifteen Million Dollars
              ($15,000,000) effective January 29, 2000; provided, however, that
              on and after February 8, 2000, the Revolving Credit Maximum Amount
              may exceed Twelve Million Dollars ($12,000,000) only in the sole
              and absolute discretion of the Lender; on and after March 1, 2000,
              the Revolving Credit Maximum Amount may exceed Eleven Million
              Dollars ($11,000,000) only in the sole and absolute discretion of
              the Lender; and on and after May 1, 2000, the Revolving Credit
              Maximum Amount may exceed Ten Million Dollars ($10,000,000)



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              only in the sole and absolute discretion of the Lender, all
              subject to the provisions of Subsection 6.17 below.

              B.     Procedure for Revolving Credit Borrowing. Subsection 2.3 of
the Credit Agreement is deleted in its entirety and replaced with the following:

                     Procedure for Revolving Credit Borrowing. (a) On and after
              February 8, 2000, the terms of the Lender's Sweep Plus product
              shall control the manner in which funds are transferred between
              the Operating Account and the Revolving Credit Loan for credit or
              debit to the Revolving Credit Loan. The initial Sweep Plus Ceiling
              shall be Five Million Five Hundred Thousand Dollars ($5,500,000).
              The Lender agrees to make advances under the Revolving Credit Loan
              in excess of the Sweep Plus Ceiling, subject to Subsection 2.1
              above and any other provision of this Agreement, and provided
              that, in such cases the Borrower shall also disclose to the Lender
              (i) the amount to be borrowed, (ii) the requested Borrowing Date,
              (iii) the specified purpose of the borrowing, (iv) the specified
              source of repayment of the advance, and (v) the anticipated
              repayment date of the advance. The Lender may adjust the Sweep
              Plus Ceiling not more than once for each of the Borrower's fiscal
              quarters.

                     (b) Before February 8, 2000, the procedure for borrowing
              set forth in this Subsection 2.3(b) shall apply. The Borrower may
              borrow under the Revolving Credit Commitment during the Revolving
              Credit Commitment Period on any Business Day, provided that the
              Borrower shall give the Lender irrevocable notice (which must be
              received by the Lender prior to 11:00 a.m., McLean, Virginia time)
              two (2) Business Days before the requested Borrowing Date,
              specifying (i) the amount to be borrowed, and (ii) the requested
              Borrowing Date. Each borrowing pursuant to the Revolving Credit
              Commitment shall be in an aggregate principal amount of Fifty
              Thousand Dollars ($50,000) or a whole multiple thereof. The
              proceeds of all Revolving Credit Loans will be made available to
              the Borrower by the Lender by transfer of such proceeds in
              immediately available funds to a deposit account of the Borrower
              at the Lender designated for such purpose.

              C.     Principal Payments. Subsection 2.10 of the Credit Agreement
is deleted in its entirety and replaced with the following:

                     Principal Payments. (a) On and after February 8, 2000, the
              terms of the Lender's Sweep Plus product shall control the manner
              in which funds are transferred between the Operating Account and



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              the Revolving Credit Loan for credit or debit to the Revolving
              Credit Loan.

                     (b) Before February 8, 2000, the procedure for borrowing
              set forth in this Subsection 2.10(b) shall apply. The Borrower may
              at any time from time to time pay the principal of Revolving
              Credit Loans in whole or in part, upon irrevocable notice to the
              Lender at least one (1) Business Day in advance, specifying the
              date and amount of payment. If any such payment notice is given by
              the Borrower, the payment amount specified in such notice shall be
              due and payable on the date specified therein.

              D.     Post-Closing Requirements. Subsection 5.2 of the Credit
Agreement is deleted in its entirety and replaced with the following:

                     The Borrower shall deliver to the Lender, on or before
              February 1, 2000, the following:

                     (a) Borrower Proceedings. Copies of all corporate
              proceedings undertaken by the Borrower, in form and substance
              satisfactory to the Lender, authorizing (i) the execution,
              delivery and performance of this Modification, and (ii) the
              borrowings contemplated thereunder, Certified as to authenticity
              by an Authorized Officer of the Borrower, as of January 29, 2000,
              which certificate shall state that the proceedings thereby
              Certified are in full force and effect and have not been amended,
              modified, revoked or rescinded as of the date of such certificate.

                     (b) Related Agreements. True and complete copies, Certified
              as to authenticity by the Borrower, of such contracts, documents
              or instruments to which the Borrower is a party as the Lender may
              reasonably request, including, without limitation, a copy of any
              debt instrument or security agreement to which the Borrower is a
              party.

                     (c) Subsidiary Proceedings. Copies of all corporate
              proceedings undertaken by both CLCQ and Delta College, in form and
              substance satisfactory to the Lender, authorizing (i) the
              execution, delivery and performance of the Credit Documents as
              described in Subsection 5.2(c) of the Amended and Restated Credit
              Agreement dated December 31, 1999, (ii) the borrowings
              contemplated thereunder and (iii) the granting by them of the
              security interests and other Liens granted or to be granted by
              them pursuant to the Credit Documents, Certified as to
              authenticity by an Authorized Officer of CLCQ or Delta College,
              which certificate shall state that the proceedings thereby
              Certified are in full force



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              and effect and have not been amended, modified, revoked or
              rescinded as of the date of such certificate.

                     (d) Subsidiary Incumbency Certificates. Certificate of an
              Authorized Officer of each of CLCQ and Delta College, as to the
              incumbency and signature of the Authorized Officer of CLCQ and
              Delta College executing any Credit Document as described in
              Subsection 5.2(c) of the Amended and Restated Credit Agreement
              dated December 31, 1999, satisfactory in form and substance to the
              Lender and its counsel, duly executed by the Authorized Officers
              of CLCQ and Delta College.

                     (e) Legal Opinions. The executed legal opinions of counsel
              to the Borrower and each of CLCQ and Delta College, in form and
              content satisfactory to the Lender, which legal opinions shall
              cover such matters incident to the transactions contemplated by
              the Amended and Restated Credit Agreement dated December 31, 1999,
              and this Modification, as the Lender may reasonably require.

                     (f) Landlord Agreement. A written agreement of the owner of
              the Borrower Chief Executive Office to be located in Manassas,
              Virginia, consenting to enforcement of the Lender's rights in
              connection therewith.

                     (g) Payment of Expenses. Payment of all expenses of the
              Lender then incurred, pursuant to Section 9.6 of the Credit
              Agreement.

              E.     Weekly Cash Flow Projection. A new Section 6.13 is added to
the Credit Agreement as follows:

                     6.13   Weekly Cash Flow Projections. Furnish to the Lender
              by facsimile to Mr. J. David Linthicum at 703-760-5817, each
              Friday beginning on February 4, 2000, the Borrower's cash flow
              projection (of expected cash inflows and outflows and of expected
              borrowing requirements) for each of the next six weekly periods,
              in detail and scope satisfactory to the Lender in the Lender's
              sole and absolute discretion, certified by the Chief Financial
              Officer of the Borrower.

              F.     Delivery of Retail Installment Contracts. A new Section
6.14 is added to the Credit Agreement as follows:

                     6.14   Delivery of Original Retail Installment Contracts.
              Use its best efforts to deliver by February 15, 2000, but in any
              event no later than February 29, 2000, physical possession to the



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              Lender of originals (with original signatures) of all Retail
              Installment Contracts with respect to which the obligor/payor is
              no longer attending any classes being given by the Borrower,
              having either dropped the program or graduated from the program,
              and on which payments are due and owing to the Borrower, unless
              the delivery of such originals would violate a state, federal or
              accreditation regulatory requirement, as confirmed by a written
              legal opinion acceptable to the Lender in its reasonable
              discretion, and subject to the Lender's receipt of a copy of the
              applicable regulation and the Lender's independent confirmation of
              the regulatory requirement with the regulatory body. The Borrower
              shall deliver with the originals of the contracts copies of the
              Borrower's business records setting forth payments received on the
              contract and the current balance owing on the contract, and an
              assignment (subject to the terms of the Security Agreement)
              executed by the Borrower covering each original Retail Installment
              Contract (on a form to be supplied by the Lender). The Borrower
              shall furnish to the Lender by mail at 1970 Chain Bridge Road,
              VA-1954, McLean, Virginia 22102-4099, Attention: J. David
              Linthicum, as soon as available, but in no event more than thirty
              (30) days after the end of each month, a report showing payments
              and current balances on each original Retail Installment Contract,
              possession of which the Borrower has delivered to the Lender. The
              Borrower shall provide to the Lender unfettered physical access,
              during normal business hours with prior notice to the Borrower, to
              all credit files, payment history files and any other data
              regarding the original Retail Installment Contracts delivered to
              Lender.

              G.     Business Consultant. A new Section 6.15 is added to the
Credit Agreement as follows:

                     6.15   Business Consultant. As soon as possible but no
              later than February 9, 2000, engage and employ under a fully
              executed contract (a copy of which the Borrower shall immediately
              deliver to the Lender) a professional turnaround consultant chosen
              from the Lender's list of approved professional turnaround
              consultants attached hereto as Exhibit 1 (the "Consultant"), cause
              the Consultant to undertake a comprehensive study of the
              Borrower's business and to prepare a written report, and take all
              necessary action to cause the Consultant to deliver to the Lender
              within thirty (30) days after engagement the written report
              together with a plan of implementation acceptable to the Lender in
              its sole discretion. The Consultant shall assist the Borrower in
              making permanent improvements in all aspects of the daily
              operations and



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              management of the Borrower. The Consultant shall assess the
              Borrower's current financial operations and organization, and
              shall render advice to the Borrower regarding cost reduction
              measures, streamlining of the organization and improving
              profitability. The Borrower authorizes the Consultant to
              communicate directly with the Lender at any and all times to
              discuss or review any aspect of the Borrower's business and any
              matter regarding the engagement between the Borrower and the
              Consultant, or to transmit any information relating to the
              Borrower's business to the Lender, all without any further
              authorization from or notice to the Borrower. The Borrower shall
              not terminate its contract with the Consultant unless the Lender
              shall so consent in writing, which consent shall not be
              unreasonably withheld or delayed. The Borrower shall continue
              employing the services of the Consultant until the Lender is
              satisfied, in its reasonable discretion, that the Consultant has
              fulfilled the functions and purposes for which it was retained.

              H.     Business Plan. A new Section 6.16 is added to the Credit
Agreement as follows:

                     6.16   Business Plan. Furnish to the Lender by mail at 1970
              Chain Bridge Road, VA-1954, McLean, Virginia 22102-4099,
              Attention: J. David Linthicum, or by facsimile to J. David
              Linthicum at 703-750-5817, as soon as available, but in no event
              later than March 20, 2000, a business plan setting forth in
              specific detail the precise actions which the Borrower plans to
              take to enable it to replenish the Borrower's working capital,
              address operational issues of the Borrower, and return to
              profitability, which business plan shall be approved by the board
              of directors of the Borrower, and shall be consistent with the
              terms and conditions of the Credit Agreement, as modified by this
              Modification. The Consultant shall assist the Borrower in
              implementing the Business Plan and shall monitor and report to the
              Lender at least once every two weeks as to the progress being made
              toward implementing the Business Plan.

              I.     Tax refunds. A new Section 6.17 is added to the Credit
Agreement as follows:

                     6.17   Tax Refunds. Make, execute and deliver all such
              assurances, instruments and documents as the Lender may request to
              vest in and assure to the Lender its rights and claims in and to
              any and all tax refunds owing to the Borrower, and execute and
              deliver to the Lender any agreements, notices and/or assignments
              and do such other things as may be satisfactory to the Lender in



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              order that all sums due and to become due to the Borrower in the
              form of tax refunds shall be duly assigned to the Lender and paid
              over to the Lender by the federal government. Upon receipt by the
              Lender of any such tax refunds, the Lender shall apply any such
              tax refunds to permanently reduce the principal balance of the
              Revolving Credit Loans to an amount no less than $10,000,000 (and
              notwithstanding the definition of Revolving Credit Maximum Amount,
              which shall be deemed amended to conform to this Subsection 6.17),
              and shall promptly notify the Borrower as to such application.

       Section 4. Other Terms. Except as specifically modified herein, all other
terms and conditions of the Credit Agreement, the Note, and all other documents
evidencing, securing or otherwise documenting the terms and provisions of the
Revolving Credit Loan remain in full force and effect and are hereby ratified
and confirmed. The modifications contained herein shall not constitute a
novation of the Borrower's obligations under the Revolving Credit Loan.

       Section 5. Representations. The Borrower represents, warrants and agrees
that (i) there are no claims, defenses or setoffs with respect to the Note, or
with respect to the indebtedness evidenced or secured thereby or with respect to
the collection or enforcement of any of the same; (ii) to the best of the
Borrower's knowledge, information and belief, no event of default has occurred
and is continuing under the Credit Agreement, except that the Borrower believes
that, upon finalization of the January 31, 2000 financial statements, the
Borrower will be in violation of the Tangible Net Worth requirement for January
31, 2000 set forth in Subsection 7.1(d) of the Credit Agreement; (iii) the
representations and warranties of the Borrower set forth in the Credit Agreement
and the other Credit Documents or which are contained in any certificate,
document or financial or other statement furnished pursuant to or in connection
with the Credit Agreement are true and complete in all material respects on and
as of the date of this Modification; (iv) the Lender has made no representations
or commitments, oral or written, or undertaken any obligations other than as
expressly set forth in this Modification; and (v) it shall take no action to
challenge the first priority perfected security interest granted to the Lender
under the Security Agreement and shall affirmatively represent to third parties
that it has granted such a security interest to the Lender.

       Section 6. Release. To induce the Lender to enter into this Modification,
the Borrower releases and forever discharges the Lender and each of its
employees, agents, directors, officers, attorneys, successors, and assigns, from
any and all matters or claims, actions, causes of action, suits, debt,
agreements, and demands whatsoever whether known or unknown, in law or in
equity, or otherwise, which the Borrower ever had, now has, or shall have
against the Lender or any of the parties described above by reason of any act,
cause, matter or thing whatsoever existing or done from the beginning of time to
the date of this Modification.

       Section 7. Amendments. No amendment of this Modification and no waiver of
any one or more of the provisions hereof shall be effective unless set forth in
writing and signed by the parties hereto.



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       Section 8. Binding Nature. This Modification shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.

       Section 9. Choice of Law. This Modification shall be governed by, and
enforced pursuant to, the internal laws of the Commonwealth of Virginia, and the
parties hereto consent to the jurisdiction and venue of the Circuit Court of any
county in the Commonwealth of Virginia or the United States District Court for
the Eastern District of Virginia.

       Section 10. Waiver of Jury Trial. Each party to this Modification agrees
that any suit, action or proceeding, whether claim or counterclaim, brought or
instituted by any party hereto or any successor or assign of any party, on or
with respect to this Modification or which in any way relates to the Revolving
Credit Loan, shall be tried only by a court and not by a jury. Each party hereby
expressly waives any right to a trial by jury in any such suit, action or
proceeding.

       IN WITNESS WHEREOF, the Borrower and the Lender have executed this
Modification with the specific intention of creating a document under seal as of
the date and year first above stated.

                                   BORROWER

WITNESS:                           COMPUTER LEARNING CENTERS, INC,



                                   By:  /S/ Mark M. Nasser
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(SEAL)

                                       Mark M. Nasser, Vice President and Chief
                                       Financial Officer

                                   LENDER

                                   FIRST UNION NATIONAL BANK



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







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