Ex-10.10


                     THIRD AMENDMENT
                         TO THE
         RESTRUCTURING, SECURITY AND GUARANTY AGREEMENT


	THIS AGREEMENT, made and entered into as of the 30th day of 
July, 1996 (the "Third Amendment"), by and among CENCOR, INC., a 
Delaware corporation ("CenCor"); CONCORDE CAREER COLLEGES, INC., 
a Delaware corporation ("Concorde"); MINNESOTA INSTITUTE OF 
MEDICAL AND DENTAL ASSISTANTS, INC., a Minnesota corporation 
("Minnesota"); TEXAS COLLEGE OF MEDICAL AND DENTAL ASSISTANTS, 
INC., a Texas corporation ("Texas"); UNITED HEALTH CAREERS 
INSTITUTE, INC., a California corporation ("United"); SOUTHERN 
CALIFORNIA COLLEGE OF MEDICAL AND DENTAL ASSOCIATES, INC., a 
California corporation ("Southern California"); CONCORDE 
CAREERS - FLORIDA, INC., a Florida corporation ("Florida"); 
COLLEGES OF DENTAL AND MEDICAL ASSISTANTS, INC., an Oregon 
corporation ("Dental"); and COMPUTER CAREER INSTITUTE, INC., an 
Oregon corporation ("Computer") (Minnesota, Texas, United, 
Southern California, Florida, Dental, and Computer being 
hereinafter referred to collectively as "Guarantors" and each 
individually as a "Guarantor") amends that certain  
Restructuring, Security and Guaranty Agreement between the 
parties dated as of October 30, 1992, as previously amended by 
written agreements dated as of December 30, 1993 and November 15, 
1994 (collectively, the "Agreement").

                        RECITALS
	(i)	Pursuant to the Agreement entered into by CenCor, 
Concorde and the Guarantors, Concorde issued a debenture to 
CenCor in the principal amount of $5,422,307, dated 
October 30, 1992 (the "Debenture").

	(ii)	Pursuant to the terms of the November 15, 1994, 
amendment (the "Second Amendment"), Concorde exchanged 
300,000 shares of its Class A Redeemable Preferred Stock, 
$.10 par value (the "Preferred Stock") for $3,000,000 of the 
principal amount of the Debenture; reduced the outstanding 
principal amount of the Debenture to $2,442,307, and amended 
the Debenture to reflect such.
<PAGE>
	(iii)	The Mark Twain liabilities have been paid in 
full by Concorde and are no longer outstanding.

	(iv)	Concorde desires to sell substantially all of the 
assets (the "San Jose Assets") of the career college it 
operates at 1290 N. 1st Street, San Jose, California, known 
as Concorde Career Institute (the "San Jose Institute") 
pursuant to a certain Asset Purchase Agreement, dated 
July 11, 1996, between Concorde and Corinthian Schools, Inc. 
(the "San Jose Agreement"), a true and correct copy of which 
has been delivered to CenCor by Concorde.

	(v)	Concorde desires to cause its wholly-owned 
subsidiary, Person/Wolinsky Associates, Inc., a New York 
corporation ("P/W"), to sell substantially all of its assets 
(the "P/W Assets") pursuant to a certain Asset Purchase 
Agreement, dated July 10, 1996, among P/W, Concorde and DGZ 
Associates, Inc. (the "P/W Agreement"), a true and correct 
copy of which has been delivered to CenCor by Concorde.

	(vi)	CenCor holds a security interest in substantially 
all of the assets of Concorde and the Guarantors, securing 
the payment of the principal amount of the Debenture and the 
Agreement prohibits the sale of assets by Concorde, 
including the San Jose Assets or P/W, including the P/W 
Assets, without the consent of CenCor.

	(vii)	CenCor has agreed to the sale of the San Jose 
Assets pursuant to the terms of the San Jose Agreement (the 
"San Jose Sale") and the sale of the P/W Assets pursuant to 
the terms of the P/W Agreement (the "P/W Sale") and to the 
release of its security interest in such assets, subject to 
Concorde's agreement to use a certain portion of the 
proceeds received by it and/or P/W pursuant to the San Jose 
Sale and the P/W Sale to redeem outstanding shares of 
Preferred Stock held by CenCor, and thereafter to retire the 
Debenture, all as set forth herein.

	(viii)	Concorde and CenCor wish to amend the 
Agreement to provide for such sale of assets and such 
redemption and retirement.


<PAGE>	
	(ix)	The Guarantors, each a wholly-owned subsidiary of 
Concorde, wish to reduce the amount of their guaranteed 
obligations through such retirement and thus consent to the 
amendment of the Agreement to provide for such.

                    AGREEMENT

	In consideration of the premises and the mutual covenants 
and agreements herein contained, CenCor, Concorde and Guarantors 
agree as follows:

                      ARTICLE I
                     Definitions
 
 1.1	Certain Defined Terms.  The following terms used herein 
shall have the meanings set forth in this Article and in the 
other parts of this Agreement referred to in this Article, and 
such meanings shall apply to both the singular and plural forms 
of such terms.

 (a)	"Allocated Proceeds" means that portion of 
proceeds from the San Jose Sale or the P/W Sale identified 
on Exhibit A, attached hereto and incorporated herein, 
actually received by Concorde and/or P/W.

 (b)	"Preferred Stock" means the Class A Redeemable 
Preferred Stock, $.10 par value, of Concorde.

 (c)	"Redemption Price" means the redemption of shares 
of Preferred Stock by Concorde pursuant to the provisions of 
Section 2.2, herein.

 (d)	"Redemption Price" means the per share redemption 
price set forth in the Certificate of Designations filed 
with the Secretary of State of Delaware with respect to the 
Preferred Stock, of $10.00 per share, plus all accrued but 
unpaid dividends thereon, calculated on the basis set forth 
in Section (1)(iii) of such Certificate of Designations.


<PAGE>
 (e)	"Retirement" means the full or partial retirement 
of the Debenture by Concorde pursuant to the provisions of 
Section 2.3 herein.

 (f)	"Third Amendment" means this Third Amendment to 
the Restructuring, Security and Guaranty Agreement, dated 
October 30, 1992, as previously amended by written 
agreements dated as of December 30, 1993 and November 15, 
1994.

 1.2	Other Terms.  All capitalized terms used herein, not 
defined in Section 1. 1 or elsewhere in this Third Amendment, 
shall have the meanings and be as defined in the Second 
Amendment, and if not therein defined, as defined in the First 
Amendment, and if not therein defined, as defined in the original 
provisions of the Agreement.
 
                      ARTICLE II
                     The Exchange
 
 2.1	Application of Proceeds.  Concorde hereby agrees that, 
upon the closing of the San Jose Sale and/or the P/W Sale and the 
receipt by Concorde or P/W of proceeds therefrom, it shall apply, 
or cause to be applied, the Allocated Proceeds, as follows:

 (a)	first, to the redemption of shares of Preferred 
Stock (the "Redemption"), and, upon the Redemption of all of 
the Preferred Stock,

 (b)	second, to the retirement of the Debenture (the 
"Retirement").


 <PAGE>
 2.2	Redemption of the Preferred Stock.  Promptly upon the 
receipt of Allocated Proceeds, Concorde shall redeem that number 
of whole shares of Preferred Stock held by CenCor (or its 
assigns) equal to the amount of such Allocated Proceeds divided 
by the Redemption Price.  Any Allocated Proceeds remaining that 
would have been applied but for the requirement that only whole 
shares be redeemed, shall be retained by Concorde and aggregated 
with subsequently received Allocated Proceeds for future 
Redemptions/Retirements.

 2.3	Retirement of Debenture.  Following the Redemption of 
all outstanding shares of Preferred Stock, promptly upon receipt 
of Allocated Proceeds, Concorde shall pay such Allocated Proceeds 
to CenCor with respect to the Debenture, pursuant to the terms of 
the Agreement, first to be applied to the payment of any then 
accrued but unpaid interest on the Debenture and next to the 
principal amount of the Debenture.

 2.4	Date of Redemption/Retirement.  Except as otherwise 
provided for in Section 2.2, above, the date of Redemption or 
Retirement with respect to any Allocated Proceeds shall be:

 (a)	the closing date of the respective asset sales, 
with respect to Allocated Proceeds received by Concorde 
and/or P/W on such closing dates, and

 (b)	on or before three (3) business days from the date 
of the receipt of good funds with respect to Allocated 
Proceeds received by Concorde and/or P/W after such closing 
dates.

 It is agreed that if Allocated Proceeds are not received by the 
Scheduled Date designated on Exhibit A, Concorde and P/W shall 
promptly notify CenCor and take all reasonably prudent steps 
necessary to collect such funds.  Notwithstanding anything herein 
to the contrary, Concorde shall have no obligation to effect a 
Redemption or Retirement unless and until its receipt of 
Allocated Proceeds.


 <PAGE>
 2.5	Procedures.  In connection with:

 (a)	any Redemption or Retirement, Concorde shall 
provide CenCor with an accounting of the calculation of the 
then current Redemption Price; and

 (b)	a Redemption, (i) Concorde shall provide CenCor 
with a calculation of the application the of Allocated 
Proceeds and any carryover thereof; (ii) CenCor shall submit 
its stock certificate representing the Preferred Stock, 
fully endorsed for transfer, and (iii) Concorde shall 
reissue a new stock certificate to CenCor representing the 
remaining shares of Preferred Stock not being so redeemed, 
if any.

2.6	Payment in Full.  Upon the Redemption of all 
outstanding shares of Preferred Stock owned by CenCor (or its 
assigns) and the Retirement of the entire Debenture (including 
accrued interest thereon), Concorde shall be entitled to retain 
any remaining Allocated, Proceeds and CenCor has had no further 
rights or interest in such Allocated Proceeds.

                     ARTICLE III
           Consent and Release of Collateral

3.1	Consent to Sale.  CenCor hereby consents to the San 
Jose Sale pursuant to the San Jose Agreement and to the P/W Sale 
pursuant to the terms of the P/W Agreement, and waives any 
restrictions set forth in Section 7.1 or elsewhere in the 
Agreement with respect thereto.

3.2	Release of Collateral.  CenCor hereby agrees:

(a)	to release its security interest in the San Jose 
Assets, effective upon the closing of the San Jose Sale, and 
agrees to promptly execute, obtain and furnish to Concorde 
any and all termination statements, releases or other UCC 
documentation or other documents or materials as Concorde 
may reasonably request in order to so release such 
Collateral;


<PAGE>
(b)	that upon such releases, the San Jose Assets shall 
no longer constitute Collateral pursuant to Article IV of 
the Agreement; and

(c)	that in the event Concorde determines to dissolve 
and liquidate P/W after the closing of the P/W Sale, CenCor 
shall (i) release its security interest in the stock of P/W 
owned by Concorde, (ii) return the Pledged Stock of P/W 
which CenCor holds pursuant to Section 4.7 of the Agreement 
with respect thereto; and (iii) consent to such dissolution 
and liquidation.

3.3	Undertaking.  Concorde agrees to execute any security 
agreements, UCC-1 financing--statements and other documents 
reasonably requested by CenCor to grant a security interest in 
all of the assets of Concorde and the Guarantors which are not 
being sold pursuant to the San Jose Agreement or the P/W 
Agreement.  Concorde will not agree to any amendment, delay or 
waiver of its rights or P/W's right to receive any of the 
Allocated Proceeds on the dates set forth on Exhibit A without 
CenCor's written consent.

                     ARTICLE IV
                   Miscellaneous

 4.1	Obligations of P/W.  In consideration of CenCor's 
agreement to the terms of this Third Amendment and its consent to 
the P/W Sale, P/W has agreed to guarantee the obligation of 
Concorde to apply the Allocated Proceeds from the P/W Sale to the 
Redemption arid/or Retirement as provided for herein and has 
executed Exhibit 4.1 hereto in evidence of such guarantee.

 4.2	Mark Twain Liabilities.  Mark Twain has executed the 
confirmation, attached hereto as Exhibit 4.2, acknowledging the 
payment in full of the Mark Twain Liabilities.


 <PAGE>
 4.3	Attorneys' Fees.  Notwithstanding anything in the 
Agreement or herein to the contrary, Concorde shall pay to CenCor 
in cash one-half of CenCor's attorneys' fees and expenses 
incurred in connection with the negotiation of this Third 
Amendment and the consummation of the transactions contemplated 
thereby, within ten (10) business days after receiving an invoice 
from CenCor with supporting documentation, which the parties 
agree shall not exceed $5,000.00 in the aggregate.

 4.4	Ratification.  All provisions of the Agreement not 
specifically amended in this Third Amendment are hereby ratified 
and reaffirmed.

 4.5	Governing Law.  Except as otherwise provided by express 
reference to the Uniform Commercial Code, this Third Amendment 
shall be construed in accordance with and governed by the laws, 
statutes and decisions of the State of Missouri, to the non-
exclusive jurisdiction of whose courts, state and federal, 
Concorde and Guarantors irrevocably agree to submit.

 4.6	Incorporation.  The recitals and exhibits hereto are 
hereby incorporated herein by reference.

 4.7	Counterparts.  This Agreement may be executed in any 
number of counterparts, each of which shall be deemed an original 
and all of which together shall constitute one and the same 
instrument.

 4.8	Further Assurances.  The parties hereto agree to 
execute all additional documents reasonably necessary to 
effectuate the transactions contemplated herein, including 
without limitation those documents necessary to release the Liens 
with respect to the San Jose Assets and the P/W Assets on a 
timely basis.

 4.9	Benefit and Burden.  This Agreement shall be binding 
upon and inure to the benefit of the successors of CenCor, 
Concorde and P/W.  CenCor may assign its rights hereunder, 
including without limitation to a liquidating trust.


 <PAGE>
 	IN WITNESS WHEREOF, the parties hereto have caused this 
Third Amendment to the Agreement to be executed by their 
respective duly authorized officers as of the day and year first 
above written.

 	Oral agreements or commitments to loan money, extend credit 
or to forbear from enforcing repayment of a debt including 
promises to extend or renew such debt are not enforceable.  To 
protect the debtor and creditor from misunderstanding or 
disappointment, any agreements we reach covering such matters are 
contained in this writing, which is the complete and exclusive 
statement of the agreement between us, except as we may later 
agree in writing to modify it.

                         							CENCOR, INC.
 
 ATTEST:
 
                         							By: Terri Rinne         
                                Terri Rinne
 Lisa M. Henak            	Vice President
 	Secretary
 
 
                        ACKNOWLEDGMENT
 
 
 STATE OF MISSOURI	)
               				)  ss.
 COUNTY OF JACKSON	)
 
 	BE IT REMEMBERED, that on this 30th day of July, 1996, 
before me, the undersigned, a notary public in and for said 
state, came Terri Rine, Vice President of CenCor, Inc., a 
Delaware corporation, to me personally known to be such officer 
and the same person who executed as such officer the foregoing 
instrument on behalf of said corporation, and such person duly 
acknowledged the execution of the same to be the act and deed of 
said corporation.
 
 <PAGE>
 	IN WITNESS WHEREOF, I have hereunto set my hand and affixed 
my official seal at my office in Kansas City, Missouri, the day 
and year last above mentioned.
 
 
 
                         						Lisa M. Henak               
                         						Notary Public in and for 
                                said County and State
 
 My commission expires:
 
 September 7, 1996


 <PAGE>	
                         						CONCORDE CAREER COLLEGES, INC.
 
 ATTEST:
 
 								                         
	                              By:    M. Gregg Gimlin       
 		                      						M. Gregg Gimlin
 Lisa M. Henak              			Vice President
 	Secretary
 
 
                   ACKNOWLEDGMENT
 
 
 STATE OF MISSOURI	)
               				)  ss.
 COUNTY OF JACKSON	)
 
 	BE IT REMEMBERED, that on this 30th day of July, 1996, 
before me, the undersigned, a notary public in and for said 
state, came M. Gregg Gimlin, Vice President of Concorde Career 
Colleges, Inc., a Delaware corporation, to me personally known to 
be such officer and the same person who executed as such officer 
the foregoing instrument on behalf of said corporation, and such 
person duly acknowledged the execution of the same to be the act 
and deed of said corporation.
 
 	IN WITNESS WHEREOF, I have hereunto set my hand and affixed 
my official seal at my office in Kansas City, Missouri, the day 
and year last above mentioned.
 
 
                         						Lisa M. Henak                  
                         						Notary Public in and for
                                said County and State
 
 My commission expires:
 
 September 7, 1996
 
 <PAGE>
                         							MINNESOTA INSTITUTE OF MEDICAL 
                         								AND DENTAL ASSISTANTS, INC.
 
 ATTEST:
 
                     					      By:      A. Eugene Johnson        
                        								A. Eugene Johnson
 Lisa M. Henak           		     President
 	Secretary
 
 
 
                    ACKNOWLEDGMENT
 
 
 STATE OF MISSOURI	)
               				)  ss.
 COUNTY OF JACKSON	)
 
 	BE IT REMEMBERED, that on this 30th day of July, 1996, 
before me, the undersigned, a notary public in and for said 
state, came A. Eugene Johnson, President of Minnesota Institute 
of Medical and Dental Assistants, Inc., a Minnesota corporation, 
to me personally known to be such officer and the same person who 
executed as such officer the foregoing instrument on behalf of 
said corporation, and such person duly acknowledged the execution 
of the same to be the act and deed of said corporation.
 
 	IN WITNESS WHEREOF, I have hereunto set my hand and affixed 
my official seal at my office in Kansas City, Missouri, the day 
and year last above mentioned.
 
 
                         						Lisa M. Henak                      
                         						Notary Public in and for 
                                said County and State
 
 My commission expires:
 September 7, 1996


 <PAGE>
                        							TEXAS COLLEGE OF MEDICAL AND 
                         							AND DENTAL ASSISTANTS, INC.
 
 ATTEST:
 
                         						By:      A. Eugene Johnson       
                       								A. Eugene Johnson
 Lisa M. Henak          	     	President
 	Secretary
 
 
 
                      ACKNOWLEDGMENT
 
 
 STATE OF MISSOURI	)
               				)  ss.
 COUNTY OF JACKSON	)
 
 	BE IT REMEMBERED, that on this 30th day of July, 1996, 
before me, the undersigned, a notary public in and for said 
state, came A. Eugene Johnson, President of Texas College of 
Medical and Dental Assistants, Inc., a Texas corporation, to me 
personally known to be such officer and the same person who 
executed as such officer the foregoing instrument on behalf of 
said corporation, and such person duly acknowledged the execution 
of the same to be the act and deed of said corporation.
 
 	IN WITNESS WHEREOF, I have hereunto set my hand and affixed 
my official seal at my office in Kansas City, Missouri, the day 
and year last above mentioned.
 
 
                            						Lisa M. Henak                     
                            						Notary Public in and for 
 	                                 said County and State
 
 My commission expires:
 
 September 7, 1996
 <PAGE>
                           							UNITED HEALTH CAREERS 
                            							INSTITUTE, INC.
 
 ATTEST:
 
                            						By:  A. Eugene Johnson      
                        					   		A. Eugene Johnson
 Lisa M. Henak              	     President
 	Secretary
 
 
 
                    ACKNOWLEDGMENT
 
 
 STATE OF MISSOURI	)
               				)  ss.
 COUNTY OF JACKSON	)
 
 	BE IT REMEMBERED, that on this 30th day of July, 1996, 
before me, the undersigned, a notary public in and for said 
state, came A. Eugene Johnson, President of United Health Careers 
Institute, Inc., a California corporation, to me personally known 
to be such officer and the same person who executed as such 
officer the foregoing instrument on behalf of said corporation, 
and such person duly acknowledged the execution of the same to be 
the act and deed of said corporation.
 
 	IN WITNESS WHEREOF, I have hereunto set my hand and affixed 
my official seal at my office in Kansas City, Missouri, the day 
and year last above mentioned.
 
 
                            						Lisa M. Henak                   
                            						Notary Public in and for 
                                   said County and State
 
 My commission expires:
 
 September 7, 1996
 <PAGE>
                          							SOUTHERN CALIFORNIA COLLEGE OF
                          							MEDICAL AND DENTAL ASSISTANTS, 
                            							INC.
 
 ATTEST:
 
                          			 			By:    A. Eugene Johnson        
                        							  A. Eugene Johnson
 Lisa M. Henak           	       President
 	Secretary
 
                    ACKNOWLEDGMENT
 
 STATE OF MISSOURI	)
               				)  ss.
 COUNTY OF JACKSON	)
 
 	BE IT REMEMBERED, that on this 30th day of July, 1996, 
before me, the undersigned, a notary public in and for said 
state, came A. Eugene Johnson, President of Southern California 
College of Medical and Dental Assistants, Inc., a California 
corporation, to me personally known to be such officer and the 
same person who executed as such officer the foregoing instrument 
on behalf of said corporation, and such person duly acknowledged 
the execution of the same to be the act and deed of said 
corporation.
 
 	IN WITNESS WHEREOF, I have hereunto set my hand and affixed 
my official seal at my office in Kansas City, Missouri, the day 
and year last above mentioned.
 
 
                         						Lisa M. Henak                  
                         						Notary Public in and for
                                said County and State
 
 My commission expires:
 
 September 7, 1996
 
 <PAGE>
                          						COLLEGES OF DENTAL AND
                          							MEDICAL ASSISTANTS, INC.
 
 ATTEST:
 
                          							By:  A. Eugene Johnson    
                         								A. Eugene Johnson
 Lisa M. Henak                   President
 	Secretary
 
 
                   ACKNOWLEDGMENT
 
 
 STATE OF MISSOURI	)
               				)  ss.
 COUNTY OF JACKSON	)
 
 	BE IT REMEMBERED, that on this 30th day of July, 1996, 
before me, the undersigned, a notary public in and for said 
state, came A. Eugene Johnson, President of Colleges of Dental 
and Medical Assistants, Inc., a California corporation, to me 
personally known to be such officer and the same person who 
executed as such officer the foregoing instrument on behalf of 
said corporation, and such person duly acknowledged the execution 
of the same to be the act and deed of said corporation.
 
 	IN WITNESS WHEREOF, I have hereunto set my hand and affixed 
my official seal at my office in Kansas City, Missouri, the day 
and year last above mentioned.
 
 
  	                       					Lisa M. Henak                    
                        	 					Notary Public in and for 
                                said County and State
 
 My commission expires:
 
 September 7, 1996
 


 <PAGE>	
                          						COMPUTER CAREER INSTITUTE,         
		                                   INC.
 
 ATTEST:
  
 	                         						By:  A. Eugene Johnson    
                         								A. Eugene Johnson
 Lisa M. Henak        	          President
 	Secretary
 
 
                      ACKNOWLEDGMENT
 
 
 STATE OF MISSOURI	)
               				)  ss.
 COUNTY OF JACKSON	)
 
 	BE IT REMEMBERED, that on this 30th day of July, 1996, 
before me, the undersigned, a notary public in and for said 
state, came A. Eugene Johnson, President of Computer Career 
Institute, Inc., an Oregon corporation, to me personally known to 
be such officer and the same person who executed as such officer 
the foregoing instrument on behalf of said corporation, and such 
person duly acknowledged the execution of the same to be the act 
and deed of said corporation.
 
 	IN WITNESS WHEREOF, I have hereunto set my hand and affixed 
my official seal at my office in Kansas City, Missouri, the day 
and year last above mentioned.
 
 
                         						Lisa M. Henak                     
                         						Notary Public in and for 
                                said County and State
 
 My commission expires:
 
 September 7, 1996
 


 <PAGE>	
                         						CONCORDE CAREERS - 
                                FLORIDA, INC.
 
 ATTEST:
 
                         							By:  A. Eugene Johnson    
                        								A. Eugene Johnson
 Lisa M. Henak                  President
 	Secretary
 
 
                      ACKNOWLEDGMENT
 
 
 STATE OF MISSOURI	)
               				)  ss.
 COUNTY OF JACKSON	)
 
 	BE IT REMEMBERED, that on this 30th day of July, 1996, 
before me, the undersigned, a notary public in and for said 
state, came A. Eugene Johnson, President of Concorde Careers-
Florida, Inc., a Florida corporation, to me personally known to 
be such officer and the same person who executed as such officer 
the foregoing instrument on behalf of said corporation, and such 
person duly acknowledged the execution of the same to be the act 
and deed of said corporation.
 
 	IN WITNESS WHEREOF, I have hereunto set my hand and affixed 
my official seal at my office in Kansas City, Missouri, the day 
and year last above mentioned.
 
 
                         						Lisa M. Henak                
                         						Notary Public in and for 
                                said County and State
 
 My commission expires:
 
 September 7, 1996
 


 <PAGE>
<TABLE>
<CAPTION>
                         EXHIBIT A
 
                  Funds to be Applied to
                 Retirement of Preferred Stock
                            and
                     Redemption of Debenture

                                                                  Allocated
                      Scheduled             Aggregate             Proceeds/
Source             Date of Receipt<F1>        Amount             Percentage
<S>                (C>                      <C>                 <C>
San Jose Sale      SJ Closing Date <F2>     $150,000            $ 75,000/50%
-Purchase Price

P/W Sale           P/W Closing Date <F3>    $705,000<F4>        $352,500/50%
-Purchase Price

P/W Sale                12/15/96<F5>        $ 75,000            $ 75,000/100%
-Noncompete

San Jose Sale           12/31/96            $200,000            $100,000/50%
-Purchase Price

P/W  Sale               12/15/97<F5>        $ 75,000            $ 75,000/100%
-Noncompete

P/W Sale                3/1/98-07<F6>         <F6>                <F6>/50%
-Profit 
Participation
 ______________________________
<FN>
<F1>	Subject to the actual closing of the respective sales of 
     assets.
<F2> The San Jose Sale is currently scheduled to close on July 
     31, 1996.
<F3>	The P/W Sale is currently scheduled to close on August 2, 
     1996.
 <PAGE>
<F4> Fee of 6% has been deducted from closing proceeds of the P/W 
     Sale.
<F5>	It is agreed that in the event such proceeds are not paid 
     pursuant to the Noncompetition Agreement under the P/W Agreement, 
     Concord and/or P/W shall apply the next funds received by either 
     of them under the P/W Agreement for the Redemption/Retirement, up 
     to the amount of such failed payment.
<F6> "Profit Participation", up to a cumulative maximum amount of 
     $1,500,000, is due annually based upon the actual "Net Profit", 
     as defined in Exhibit 2.3 of the P/W Agreement, of the purchaser 
     of the P/W Assets for the fiscal years ended December 31, 1997 
     through December 31, 2006 and is payable on or before March 1 of 
     each of the following years (1998-2007).  The amount to be paid 
     in any given year, is any, is not currently ascertainable.  One 
     half of the monies so received, if any, shall be allocated 
     Proceeds.
</FN>
</TABLE>

 <PAGE>
                        EXHIBIT 4.1
 
 IN CONFIRMATION OF THE OBLIGATIONS SET FORTH IN SECTIONS 2.4 and 
4.1, above:
 
                     						PERSON/WOLINSKY ASSOCIATES, INC.
 
 ATTEST:
                     						By:  Jack L. Brozman              
                    							Jack L. Brozman
 Lisa M. Henak       	     Chairman of the Board
 	Secretary
 
 
                 ACKNOWLEDGMENT
 
 STATE OF MISSOURI	)
               				)  ss.
 COUNTY OF JACKSON	)
 
 	BE IT REMEMBERED, that on this 30th day of July, 1996, 
before me, the undersigned, a notary public in and for said 
state, came Jack L. Brozman, Chairman of the Board of 
Person/Wolinsky Associates, Inc., a New York corporation, to me 
personally known to be such officer and the same person who 
executed as such officer the foregoing instrument on behalf of 
said corporation, and such person duly acknowledged the execution 
of the same to be the act and deed of said corporation.
 
 	IN WITNESS WHEREOF, I have hereunto set my hand and affixed 
my official seal at my office in Kansas City, Missouri, the day 
and year last above mentioned.
 
 
                          						Lisa M. Henak                    
                          						Notary Public in and for 
                                 said County and State
 
 My commission expires:
 September 7, 1996
 <PAGE>
                          EXHIBIT B
 
                         CONFIRMATION
 
 
 	The undersigned, Mark Twain Kansas City Bank, a Missouri 
banking corporation, hereby confirms that it has been paid in 
full with respect to all obligations owed to it under the Mark 
Twain Agreement and that any conditions in the Agreement 
requiring the subordination to, the consent of, or notice to Mark 
Twain Kansas City Bank are null and void.
 
 
 Dated:  July 30, 1996
 
 
                     							MARK TWAIN KANSAS CITY BANK
 
 
                     							By:      Mark Degner       
                    								Mark Degner, its
                    								Senior Vice President