<PAGE>
 
                                                                   EXHIBIT 10.21



                          Dated:   24th November 1997


                           CBT SYSTEMS LIMITED   (1)


                                    - and -


                        CLARION WORLDWIDE LIMITED  (2)




                         -----------------------------
                                   AGREEMENT
                         -----------------------------




                                    Binchys
                                  Solicitors
                             43 Fitzwilliam Place,
                                   Dublin 2
                                   (906G.38)
                           Tel: Dublin (01) 661 6144
                           Fax: Dublin (01) 676 0189

<PAGE>
 
THIS AGREEMENT is made the 21st day of November 1997
--------------

BETWEEN:
-------

(1)   CBT SYSTEMS LIMITED whose registered office is situate at Beech Hill, 
      -------------------
      Clonskeagh, Dublin 4 ("CBT" which expression where the context so permits
      shall include its successors); and

(2)   CLARION WORLDWIDE LIMITED whose registered office is situate at P.O. Box 
      -------------------------
      146, Road Town, Tortola in the British Virgin Isles, ("Clarion" which
      expression where the context so permits shall include its successors)

WHEREAS
-------

(A)   CBT carries on the business of computer based training

(B)   CBT has agreed to engage the services of Clarion and Clarion has agreed
      to make available to CBT the knowledge and expertise of certain employees
      of Clarion on a consultancy basis on the terms and subject to the
      conditions hereinafter contained.

NOW IT IS HEREBY AGREED as follows:
-----------------------

<TABLE> 
<S>   <C> 
1.    DEFINITIONS
      -----------
      The following terms shall have the following meanings:
1.1   "Board"                 the Board of Directors of CBT
1.2   "Commencement Date"     6th April, 1997
1.3   "Employees"             those persons listed in the 
                              schedule annexed hereto
</TABLE> 

2.    APPOINTMENT
      -----------
2.1   CBT appoints Clarion as a consultant to CBT's business with effect from 
      the Commencement Date and Clarion accepts such appointment.

2.2   Clarion has agreed to procure that during the continuance of this 
      Agreement the services of the Employees will be provided to CBT, such 
      services to be performed at the premises of CBT at Beech Hill, Clonskeagh,
      Dublin 4, or at such other premises as may be agreed between Clarion and 
      CBT from time to time.

2.3   Clarion hereby warrants to CBT that it employ's each of the Employees and
      that it is entitled to furnish the services of each of the Employees to 
      CBT in the manner provided in this Agreement and that the copy of the 
      Employment Agreement relating to each Employee as furnished to CBT is
      true, accurate, complete and up to date.

3.    THE CONSULTANCY SERVICES
      ------------------------
      Clarion hereby agrees to act as a consultant to CBT and

                                      -1-

<PAGE>
 
       to provide, through the services of the Employees in their respective
       capacities shown in the Schedule hereto:
3.1    advice and assistance with regard to all aspects of the business, 
       finances and affairs of CBT;
3.2    marketing, management and commercial consultancy expertise in the field 
       of expanding CBT's general activities worldwide; and
3.3    such other matters as CBT may determine and Clarion may from time to time
       agree.

4.     CLARION'S DUTIES
       ----------------
       During the continuance of this Agreement Clarion shall procure that the 
       Employees shall:
4.1    unless prevented by ill-health or accident, devote so much of their time,
       attention and abilities to CBT's business as may be necessary for the
       proper exercise of their duties in he respective capacities set out in
       the Schedule hereto provided that nothing contained in this Agreement
       shall require any of the Employees to devote to the business of CBT more
       than 300 hours in any one calendar month or preclude Clarion or the
       Employees from acting in a similar or any other capacity for any other
       person, firm or company;
4.2    advise and assist CBT as required in all branches of its business
       including in particular but without prejudice to the generality of the
       above the specific duties of each of the Employees in their respective
       capacities as set out in the Schedule hereto;
4.3    keep the Board adequately informed as to the progress and status of any
       projects on which Clarion is engaged for CBT by reporting in such manner
       and at such intervals as Clarion may from time to time agree with CBT;
       and
4.4    comply with the reasonable requests of the Board and use their reasonable
       endeavours to promote the interests of CBT.

5.     DELEGATION
       ----------
       Clarion shall not delegate any of its duties or obligations under this
       Agreement otherwise than as may be expressly permitted under the terms
       hereof.

6.     REMUNERATION OF CLARION
       -----------------------
6.1    In consideration of the services to be rendered by Clarion hereunder CBT
       shall pay to Clarion such fees as may be agreed between CBT and Clarion
       from time to time.

6.2    Clarion shall be entitled to a rateable proportion of the monthly sum
       payable under this Agreement for any broken portion of any month during
       which its engagement hereunder subsists.

6.3    CBT shall reimburse to Clarion all reasonable out-of-pocket expenses 
       incurred by the Employees in

                                      -2-



<PAGE>
 
      connection with the business of CBT in the performance of Clarion's duties
      hereunder provided that Clarion provides reasonable evidence of the
      expenditure in respect of which reimbursement is claimed.

7.    SECRECY
      -------
7.1   Clarion shall not at any time during or after the Term disclosure or
      divulge or allow to be disclosed or divulged to any person any
      confidential information relating to CBT, its business, trade secrets or
      affairs other than to persons who have signed a secrecy undertaking in the
      form approved by CBT.

7.2   Clarion shall not permit the Employees or any other person to assist in
      the provision of the services under this Agreement unless that person has
      signed such an undertaking.

8.    DELIVERY UP OF DOCUMENTS ON TERMINATION
      ---------------------------------------
      Upon the termination of Clarion's engagement Clarion shall, and Clarion
      shall procure that each of the Employees shall, forthwith deliver up to
      CBT all correspondence, documents, papers and property belonging to CBT
      which may be in its or his or her possession or under its or his or her
      control.

9.    TERMINATION
      -----------
9.1   The following obligations are conditions of this Agreement and any breach
      of them shall be deemed a fundamental breach which shall terminate this
      Agreement immediately and the rights and liabilities of the parties shall
      thereafter be determined:

      9.1.1   Clarion or any one or more of the Employees being guilty of any
              serious misconduct or any serious breach or non-observance of any
              of the obligations of Clarion under this Agreement;

      9.1.2   Clarion becoming bankrupt or making any arrangement or composition
              with its creditors or entering into liquidation (other than
              voluntarily and without insolvency for the purposes of
              reconstruction and/or amalgamation);

      9.1.3   CBT failing to make punctual payment of all sums due to Clarion 
              under the terms of this Agreement; or

      9.1.4   the doing or permitting of any act by Clarion by which CBT's 
              business may be prejudiced or put in jeopardy.

9.2   This agreement may be terminated at any time by either party serving on
      the other not less than three (3) months notice in writing expiring at any
      time.

9.3   The obligations of Clarion to provide the services of a particular
      Employee under this Agreement shall automatically terminate in respect of
      that Employee in the event of:

                                      -3-

<PAGE>

          9.3.1  that Employee's death; or
          9.3.2  in the event of the disability of that Employee and for the 
                 purposes of this Agreement, the term "disability" shall mean
                 inability of that Employee to perform his or her regular
                 services by reason of physical or mental incapacity for a 
                 continuous period of ninety (90) days or a total of one hundred
                 and fifty (150) days during any twelve (12) month period.

10.       DISPUTE 
          -------
          Any dispute between CBT and Clarion relating to any matter arising out
          of this Agreement upon which the parties are unable to reach agreement
          shall be referred for a decision to two arbitrators who shall be
          experts in the matter in dispute, one to be nominated by CBT and the
          one by Clarion. Such arbitrators shall have the power in case of
          disagreement between them to appoint an umpire who shall likewise be
          an expert in the matter in dispute and the decision of such
          arbitrators or such umpire, as the case may be, shall be final and 
          binding upon the parties. Each party shall be responsible for payment
          of the fees of the arbitrator nominated by such party. The proper
          charges of the umpire shall be paid by CBT and Clarion in such 
          proportions as the umpire shall direct.

11.       FORBEARANCE OR WAIVER
          ---------------------
          The rights which each of the parties have under this Agreement shall
          not be prejudiced or restricted by any indulgence or forbearance
          extended to any other party. No waiver by any party in respect of a 
          breach shall operate as a waiver in respect of any subsequent breach.

12.       NOTICES
          -------
          Any written notice required to be served under this Agreement shall
          be deemed duly served if, in the case of CBT, it is sent by ordinary
          prepaid letter post addressed to CBT at or delivered to its registered
          office for the time being and if, in the case of Clarion, it is sent
          by ordinary prepaid letter post addressed to Clarion at or delivered
          to Mr. Gethin Taylor, Director, Peregrine Corporate Services Limited,
          Burleigh Manor, Peel Road, Douglas, Isle of Man IM1 5EP. Any such 
          notice shall if so posted be deemed to be served on the second
          business day after posting and if delivered at the time of delivery.

13.       INVALIDITY
          ----------
          The invalidity or unenforceability of any part of this Agreement shall
          not affect the validity or enforceability of the remainder.

14.       STATUS OF CLARION
          -----------------
14.1      During the continuance of this Agreement Clarion shall be an 
          independent contractor and not the servant of CBT.

                                     -4- 
<PAGE>
 
14.2     Clarion shall bear the exclusive responsibility for the payment of
         remuneration to the Employees and all expenses in relation to the
         Employees for which Clarion is liable as their employer.

14.3     Notwithstanding the provisions of this clause 14 Clarion hereby
         undertakes that if at any time hereafter the relationship between CBT
         and any one or more of the Employees is determined whether by the
         Revenue Inspector or otherwise to be one of employment then Clarion
         will indemnify and hold CBT harmless from and against any and all
         losses, costs, liabilities and expenses incurred by CBT:
         14.3.1  arising out of or connected in any way with such a
                 determination including but not limited to claims for PAYE,
                 Income Tax and National Insurance Contributions; or
         14.3.2  arising out of or connected in any way with any and all
                 actions, suits, proceedings, claims, demands, assessments and
                 judgments with respect to any of the foregoing;
         CBT shall be entitled to set all sums due to it under this indemnity
         against the monthly sum payable to Clarion pursuant to the provisions
         of clause 6 above.

15.      SUPERSEDES PRIOR AGREEMENTS
         ---------------------------
         This Agreement supersedes any prior agreements between the parties
         whether written or oral and any such prior agreements are cancelled as
         at the Commencement Date but without prejudice to any rights which have
         already accrued to either of the parties.

16.      HEADINGS
         --------
         Headings contained in this Agreement are for reference purposes only
         and shall not be incorporated into this Agreement and shall not be
         deemed to be any indication of the meaning of the clauses to which they
         relate.

17.      WARRANTY
         --------
         Each of the parties warrants its power to enter into this Agreement.

18.      WHOLE AGREEMENT
         ---------------
         Each party acknowledges that this Agreement contains the whole
         agreement between the parties and that it has not relied upon any oral
         or written representation made to it by the other or its employees or
         agents.

19.      CBT'S RIGHT TO ASSIGN
         ---------------------
         This Agreement and the rights under it may be assigned or transferred
         by CBT.

                                     -5- 























                
<PAGE>
 
20.   NO ASSIGNMENT OR SUB-CONTRACTING
      --------------------------------
      Clarion shall not assign or sub-contract any of its rights or duties under
      this Agreement without the prior written consent of CBT.

21.   GOVERNING LAW
      -------------
      This Agreement shall be governed by and construed in all respects in
      accordance with the laws of the Republic of Ireland which shall be the
      proper law of this Agreement and the parties hereto hereby agree to submit
      to the non-exclusive jurisdiction of the Courts of the Republic of Ireland
      in regard to any proceedings arising out of or in connection with this
      Agreement.

22.   COSTS
      -----
      Each of the parties shall pay any costs and expenses incurred by it in 
      connection with this Agreement.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed 
------------------
in duplicate on the day and in the year first above written in the presence of 
the undersigned witnesses:

                                      -6-
<PAGE>
 
                                   SCHEDULE
                                   --------

             EMPLOYEES:                               CAPACITY
             ---------                                --------

             Lorraine Kennedy                         Personal Assistant
         
             Bill Beamish                             Product Development
                                                      and Design

             Bill McCabe                              Strategy and Planning
        
             Jack Hayes                               Financial Services

                                      -7-

<PAGE>
 
The Common Seal of          )
CLARION WORLDWIDE           )
-----------------           )                                    [SEAL]
LIMITED was hereunto        )                                 
-------                     )
affixed in the presence     )
of:                         )

  ^^                        Director

Bank of Ireland Trust Company ^^
                            Secretary
the Common Seal of          )
CBT SYSTEMS LIMITED         )
-------------------         )
was hereunto affixed        )
in the presence of:         )

                            Director   ^^
                 
                            /Secretary

                                      -8-