EX-10.11

                   FOURTH AMENDMENT
                        TO THE
       RESTRUCTURING, SECURITY AND GUARANTY AGREEMENT


	THIS AGREEMENT, made and entered into as of the 30th day of 
December, 1996, (the "Fourth Amendment") by and among CENCOR, 
INC., a Delaware corporation ("CenCor"); CONCORDE CAREER 
COLLEGES, INC., a Delaware corporation ("Concorde"); UNITED 
HEALTH CAREERS INSTITUTE, INC., a California corporation 
("United"); SOUTHERN CALIFORNIA COLLEGE OF MEDICAL AND DENTAL 
ASSISTANTS, INC., a California corporation ("Southern 
California"); CONCORDE CAREERS - FLORIDA, INC., a Florida 
corporation ("Florida"); COLLEGES OF DENTAL AND MEDICAL 
ASSISTANTS, INC., a California corporation ("Dental"); COMPUTER 
CAREER INSTITUTE, INC., an Oregon corporation ("Computer"); and 
CAREER ASSISTANCE, INC., a Delaware corporation ("Career") 
(United, Southern California, Florida, Dental, Computer, Career, 
Minnesota Institute of Medical and Dental Assistants, Inc., a 
Minnesota corporation ("Minnesota"), and Texas College of Medical 
and Dental Assistants, Inc., a Texas corporation ("Texas"), 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, November 15, 1994 and July 30, 
1996 (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").


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(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 "Class A 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.
 
(iii) The Mark Twain liabilities have been paid in full 
by Concorde and are no longer outstanding.
 
(iv) Concorde is the successor-in-interest by merger of 
two of the Guarantors, Minnesota and Texas.
 
(v) Pursuant to the terms of the Agreement, Concorde 
has made quarterly payments of principal and accrued 
interest on the Debenture on June 30, 1996, of $69,554.05 
and $72,683.95, respectively, and on September 30, 1996, of 
$69,554.01 and $66,119.79, respectively, thereby reducing 
the current outstanding principal amount of the Debenture to 
$2,643,052.56, and is scheduled to make a quarterly payment 
of principal and accrued interest ($69,554.01 and 
$64,424.40, respectively) on the Debenture on December 31, 
1996 (the "12/96 Debenture Payment").
 
(vi) Pursuant to the terms of the Agreement, Concorde 
has redeemed a total of 39,615 shares of Class A Preferred 
Stock, and the accrued dividends thereon, thereby reducing 
the number of shares of Class A Preferred Stock currently 
outstanding to 260,385 shares.
 
(vii) Due to modifications of the terms of the San Jose 
sale made prior to its closing on August 31, 1996, the 
amount and payment date of the second installment of the San 
Jose Sale purchase price was modified to be $300,000 on 
February 28, 1997, of which 50% is scheduled to be paid by 
Concorde to CenCor.


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(viii) Career is a newly formed subsidiary of Concorde 
and, pursuant to the provisions of Section 7.4 of the 
Agreement, (A) Concorde has pledged its shares of stock of 
Career to CenCor and (B) by execution of this Fourth 
Amendment, Career hereby agrees to become a Guarantor 
subject to all the provisions of the Agreement applicable to 
Guarantors and to pledge its assets as security to CenCor.
 
(ix) Concorde is currently seeking to raise additional 
capital and to obtain a new bank credit facility 
(collectively, the "Refinancing") which will enable it to 
(a) redeem all outstanding shares of Class A Preferred Stock 
and pay all accrued but unpaid dividends thereon; (b) retire 
the Debenture by the repayment in full of the outstanding 
principal thereof and all accrued but unpaid interest 
thereon and the Additional Payment; and (c) repay in full 
the Unsecured Debt, with all accrued but unpaid interest 
thereon (collectively, the "Repayment").
 
(x) In order to facilitate the Refinancing and in 
consideration of Concorde's agreement that it will use the 
proceeds from the Refinancing to make the Repayment, the 
parties hereto have agreed to the terms of the Repayment and 
related matters, all as set forth herein.
 
(xi) Concorde and CenCor wish to amend the Agreement to 
provide for the Repayment.
 
(xii) The Guarantors wish to eliminate their guaranteed 
obligations through the Repayment 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:

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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) "Class A Preferred Stock" means the Class A 
Redeemable Preferred Stock, $.10 par value, of Concorde, as 
currently existing pursuant to the Certificate of 
Designations filed with the Secretary of State of Delaware 
on November 16, 1994.
 
(b) "Class B Preferred Stock" means the Class B 
Preferred Stock, that may be authorized by Concorde's Board 
of Directors pursuant to a Certificate of Designations to be 
filed with the Secretary of State of Delaware and issued 
solely pursuant to the Refinancing in connection with a new 
equity investment in Concorde.
 
(c) "Class A-1 Preferred Stock" means the Class A-1 
Preferred Stock, that shall be authorized by Concorde's 
Board of Directors pursuant to a Certificate of 
Designations, substantially in the form of Exhibit A hereto 
(the "Class A-1 Certificate of Designation"), to be filed 
with the Secretary of State of Delaware and issued to CenCor 
in exchange for the outstanding Class A Preferred Stock 
pursuant to Section 5.3, hereof in the event the Repayment 
does not occur by February 28, 1997.
 
(d) "Closing" means the closing of the Repayment, as 
set forth in Section 2.2 and as scheduled in Section 2.3, 
herein.
 
(e) "Fourth Amendment" means this Fourth Amendment, 
dated December 30, 1996, to the Restructuring, Security and 
Guaranty Agreement, dated October 30, 1992, as previously 
amended by written agreements dated as of December 30, 1993, 
November 15, 1994, and July 30, 1996.


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(f) "Michigan Allocated Proceeds" means that portion 
of proceeds from the sale of Concorde's Michigan real 
property identified in Section 3.5 hereof, actually received 
by Concorde that shall be applied to the redemption of 
outstanding Class A Preferred Stock.
 
(g) "Obligations" means the aggregate of (i) the 
Redemption Price of the Class A Preferred Stock (including 
accrued dividends) outstanding on the Closing Date, and (ii) 
the principal and accrued interest on the Debenture and the 
Unsecured Debt outstanding on the Closing Date and all 
amounts owing with respect to the Additional Payment 
pursuant to the Agreement, all of which shall be paid in 
fall at Closing.
 
(h) "Post 9/30/96 Payments" means the cumulative 
amount of any (i) Redemption Price paid by Concorde with 
respect to the retirement of Class A Preferred Stock; 
(ii) payment of principal on the Debenture made by Concorde 
and (iii) repayments of principal on the Unsecured Debt made 
by Concorde, that were paid on or after September 30, 1996 
but prior to the Closing Date.
 
(i) "Refinancing" means the infusion by investors of a 
minimum of $5,000,000 in capital into Concorde and 
Concorde's securing of new bank credit facilities in the 
minimum amount of $3,000,000.
 
(j) "Repayment" means Concorde's repayment of all its 
then existing financial obligations owed to CenCor, 
including (i) the redemption of all its outstanding shares 
of Class A Preferred Stock and the payment of all accrued 
but unpaid dividends thereon; (ii) the retirement of the 
Debenture, with the repayment in full of the outstanding 
principal thereof and all accrued but unpaid interest 
thereon; (iii) the retirement of the Unsecured Debt, with 
the repayment in full of the outstanding principal thereof 
and all accrued but unpaid interest thereon; and (iv) the 
payment of the Additional Payment.


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(k) "Repayment Price" means the total amount of 
consideration, as adjusted, to be paid by Concorde to CenCor 
in connection with the Repayment, as set forth in Section 
2.4 herein.
 
(l) "Unsecured Debt" means the unsecured debt of 
Concorde owed to CenCor represented by Concorde's promissory 
note dated February 26, 1993, which as of December 16, 1996 
totals $189,285.24 in principal, and $55,499.45 in accrued -
but unpaid interest.
 
1.2 Other Terms.  All capitalized terms used herein, not 
defined in Section 1.1 or elsewhere in this Fourth Amendment, 
shall have the meanings and be as defined in the Third Amendment, 
and if not therein defined, 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.



 
                    The Repayment

2.1 Agreement to Repay.  Subject to the terms and 
conditions herein, Concorde hereby agrees that, contingent upon 
it obtaining the Refinancing, it will pay the Repayment Price to 
CenCor in repayment in full of the Obligations.  Subject to the 
terms and conditions herein, CenCor hereby agrees to accept the 
Repayment Price from Concorde as redemption, in full, of its 
Class A Preferred Stock and as payment in full of all of 
Concorde's debt obligations owed to CenCor pursuant to the 
Debenture and the Unsecured Debt.  The parties hereto agree that 
the closing of the Refinancing and Concorde's receipt of the 
proceeds thereof is a condition precedent to the Repayment.  
Concorde undertakes that it will use the proceeds of the 
Refinancing for the Repayment.
 
2.2 Closing of the Repayment.  At the Closing of the 
Repayment (the "Closing"), Concorde shall deliver to CenCor, by 
wire transfer pursuant to CenCor's instructions, cash in an 
amount equal to the Repayment Price in exchange for CenCor's 
delivery to Concorde of:


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(a) certificates representing all of the then 
    outstanding shares of Class A Preferred Stock, 
    duly endorsed for transfer to Concorde and 
    cancellation;
 
(b) the Debenture, marked "paid in full";
 
(c) the promissory note, representing the Unsecured 
    Debt, marked "paid in full";
 
(d) properly executed releases and/or cancellations of 
    all mortgages, and other Liens, including releases 
    of all UCC filings, held by CenCor with respect to 
    the assets of Concorde or any of the Restricted 
    Subsidiaries, all in such form as may be required 
    for filing and recordation with the appropriate 
    governmental agencies or offices;
 
(e) fully executed cancellations of the guaranties 
    issued by the Guarantors pursuant to original 
    terms of the Agreement; and
 
(f) such other documents and/or certificates deemed 
    necessary or advisable by Concorde's counsel in 
    order to effectuate the full release of Concorde, 
    the Restricted Subsidiaries and the Guarantors 
    from all liabilities or other obligations owed to 
    CenCor, other than those regarding substitution of 
    receivables specifically set forth in Section 4.1, 
    herein.
 
2.3 Closing Date.  The Closing shall occur at 10:00 a.m., 
on December 31, 1996, at the office of Bryan Cave LLP, 3500 One 
Kansas City Place, 1200 Main Street, Kansas City, Missouri 64105, 
unless extended at Concorde's option to such later date as may be 
required to completed the Refinancing (as may be so extended, the 
"Closing Date"), provided however, the date of Closing may not be 
extended beyond February 28, 1997, without the written consent of 
CenCor.  In any event, the Closing Date shall not be extended to 
a date beyond the closing date of the Refinancing.


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2.4 Repayment Price.  Subject to adjustment as set forth 
herein, the Repayment Price to be paid by Concorde to CenCor at 
Closing shall be an amount equal to $4,868,006, minus the 
cumulative amount of any Post 9/30/96 Payments.  Notwithstanding 
the foregoing, the amount of the Repayment Price shall be 
increased by an amount equal to the product of (a) the number of 
days the actual Closing Date extends beyond December 20, 1996 
multiplied by (b) a per them adjustment of $1,333.
 
2.5 Allocation of Repayment Price.  The Repayment Price 
shall be allocated among the Obligations as follows:
 
(a) first, to the principal of the Debenture;
 
(b) second, to the accrued interest on the Debenture;
 
(c) third, to the principal of the Unsecured Debt;
 
(d) fourth, to the accrued interest on the Unsecured 
    Debt;
 
(e) fifth, to the Additional Payment; and
 
(f) sixth, to the Redemption Price.
 
2.6 Waiver of Breaches Resulting from Refinancing.  In 
addition to any waivers heretofore granted by CenCor to Concorde 
in writing, CenCor hereby waives any and all breaches of the 
Agreement that have occurred or may occur as a result of the 
implementation of the Refinancing, including the issuance of 
Class B Preferred Stock and/or the grant of security interests in 
the assets of Concorde and/or the Restricted Subsidiaries (which, 
prior to Closing, shall continue to be subordinate to the 
security interest of CenCor).





<PAGE>
             Obligations Pending Closing

3.1 Continuing Duties of Payment.  Concorde shall continue 
to be obligated to make quarterly payments of principal and 
interest pursuant to Section 2.3(a) of the Agreement and Section 
2.3(a) of the Agreement shall be amended to provide that the 
obligation to make such quarterly payments shall continue through 
maturity of the Debenture on January 1, 1998.  Additionally, 
Concorde shall continue to be obligated to make scheduled 
redemptions of the Class A Preferred Stock, pursuant to the 
provisions of the Third Amendment to the Agreement.
 
3.2 Extension of Maturity Dates.
 
(a) Sections 2.3(a) and 2.3(c) of the Agreement shall 
    be amended to provide that the Debenture shall 
    bear a maturity date of January 1, 1998.
 
(b) Section 2.3(b) of the Agreement shall be amended 
    to provide that required annual prepayments made 
    with respect to Excess Cash Flow shall continence 
    on March 30, 1998, with respect to Concorde's 
    fiscal year ending December 31, 1997.
 
(c) The promissory note representing the Unsecured 
    Debt shall be amended to provide that the 
    principal and interest thereon shall not become 
    due and payable until January 1, 1998.
 
3.3 Additional Payment.  Section 2.5 of the Agreement shall 
be amended to provide that the Additional Payment due at Closing 
shall be $10.00, however if Closing does not occur as scheduled, 
the Additional Payment shall be calculated as currently provided.
 
3.4 Waiver of Breaches.  In addition to any waivers 
heretofore granted by CenCor to Concorde in writing, CenCor 
hereby waives any and all breaches of the Agreement that have 
occurred or may occur as a result of the execution of that 
certain lease dated July 31, 1996, with respect to Concorde's 
North Hollywood, California School and the implementation of the 
leasehold improvements of $900,000 related thereto.


 <PAGE>
3.5 Consent to Sale.  Subject to the terms and conditions 
herein, CenCor hereby (a) consents to the sale (the "Michigan 
Sale") of the real property located in Warren, Michigan (the 
"Michigan Property"), owned by Concorde Career Colleges, Inc.; 
(b) waives any restrictions set forth in Section 7.1 or elsewhere 
in the Agreement with respect thereto; and (c) agrees to release 
its mortgage with respect to the Michigan Property and any other 
Liens it has related thereto in connection with the closing of 
the Michigan Sale.  In the event the Michigan Property is sold 
prior to Closing, fifty percent (50%) of the proceeds, net of 
brokerage commissions, costs of sale, and taxes (the "Michigan 
Allocated Proceeds"), shall be applied to the retirement of Class 
A Preferred Stock or the Class A-1 Preferred Stock, whichever is 
then outstanding.  Promptly upon the receipt of the Michigan 
Allocated Proceeds, Concorde shall redeem that number of whole 
shares of Class A Preferred Stock, or Class A-1 Preferred Stock, 
held by CenCor (or its assigns) equal to the amount of such 
Michigan 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.
 
(a) Following the Redemption of all outstanding shares 
    of Class A Preferred Stock or Class A-1 Preferred 
    Stock, Concorde shall pay any remaining Michigan 
    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.
 
(b) Except as otherwise provided for in this Section 
    3.5, the date of Redemption or Retirement with 
    respect to any Michigan Allocated Proceeds shall 
    not occur prior to three (3) business days from 
    the date of the receipt of good funds with respect 
    to the Michigan Allocated Proceeds received by 
    Concorde.  Notwithstanding anything herein to the 
    contrary, Concorde shall have no obligation to 
    effect a Redemption or Retirement unless and until 
    its receipt of Michigan Allocated Proceeds


<PAGE>
 
(c) The procedures for Redemption or Retirement under 
    this Section 3.5 shall be in accordance with 
    Section 2.5 of the Third Amendment.  Upon the 
    Redemption of all outstanding shares of Class A 
    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 Michigan 
    Allocated Proceeds and CenCor has no further 
    rights or interest in such Michigan Allocated 
    Proceeds.


             Post-Closing Obligations

4.1 Continuation of Right of Substitution.  Following the 
Closing, and not withstanding the cancellation of all of the 
Obligations upon receipt of the Repayment Price, CenCor's Right 
of Substitution, set forth in Article V of The Second Amendment 
to the Agreement, shall continue in full force and effect with 
respect to the 1994 Receivables.  All uncollected 1994 
Receivables will be reassigned to Concorde at such time as the 
amount of the interest payments, for which the 1994 Receivables 
were assigned to CenCor, has been fully funded.
 
4.2 Indemnification with Respect to Assumed Subordinated 
Indebtedness.  In lieu of the protections previously provided 
Concorde by Section 2.6 of the Agreement, in the event Concorde, 
as a result of an action before a court of competent 
jurisdiction, to which Concorde has presented a reasonable 
defense, makes any future payments, to CenCor or any other 
Person, on account of the Assumed Subordinated Indebtedness, from 
which it has been released pursuant to the terms of the 
Agreement, Concorde shall be entitled to indemnification from 
CenCor in the amount of such payments.
 
4.3 Further Assurances.  The parties hereto agree to 
undertake such further actions and execute such further documents 
as necessary, pre-Closing or post-Closing, to effectuate the-
purposes of this Fourth Amendment, including but not limited to 
the Repayment and the cancellation of the Obligations.
 <PAGE>
4.4 Termination.  Following the Closing, all other 
provisions of the Agreement, other than as set forth in this 
Article IV or as necessary to effectuate the intent and 
provisions hereof, shall be terminated and of no further force 
and effect.



    Obligations in the Event Closing Fails to Occur

5.1 Failure to Close.  In the event Concorde fails to 
timely obtain the Refinancing and therefore the Closing does not 
occur by February 28, 1997, or by such later date as mutually 
agreed to in writing by CenCor and Concorde, the provisions of 
the Agreement, as amended by this Fourth Amendment, shall 
continue in full force and effect, except that the terms and 
provisions of Article II, above, shall be and become null and 
void.  In addition to the provisions set forth above, in the 
event Closing fails to occur, the Agreement shall be further 
amended to provide as set forth in this Article V. The provisions 
of this Article V shall be of no force and effect unless and 
until the Closing fails to occur by February 28, 1997, or by such 
later date as mutually agreed to in writing by CenCor and 
Concorde.
 
5.2 Increase in Quarterly Payments of Principal.  Section 
2.3(a) of the Agreement shall be amended to provide that the 
scheduled quarterly payments of principal on -the Debenture shall 
be increased from $69,554 to $100,000, commencing with the 
payment due March 31, 1997.  Quarterly payments of accrued 
interest shall continue to be payable as currently provided.


 <PAGE>
5.3 Exchange of Class A Preferred Stock.  In the event the 
Closing has not occurred, promptly after February 28, 1997, or 
such later Closing Date subsequently agreed to by CenCor and 
Concorde, the Board of Directors shall adopt the Class A-1 
Certificate of Designation, substantially in the form of Exhibit 
A attached hereto, and shall file such Class A-1 Certificate of 
Designation with the Secretary of State of Delaware to authorize 
the Class A-1 Preferred Stock.  Thereafter, upon the written 
request of CenCor, Concorde and CenCor shall promptly effect a 
one-for-one exchange of all outstanding shares of Class A 
Preferred Stock for a like number of shares of Class A-1 
Preferred Stock, as a result of which CenCor shall become the 
holder of all of the issued and outstanding shares of Class A-1 
Preferred Stock, and all of the previously outstanding shares of 
Class A Preferred Stock shall be redeemed by Concorde and no 
longer be outstanding.
 
(a) As set forth in the Class A-1 Certificate of 
    Designation, the Class A-1 Preferred Stock shall 
    have all of the rights and preferences of the 
    Class A Preferred Stock, and additionally, the 
    Class A-1 Preferred Stock (i) shall have all the 
    contractual rights afforded to Class A Preferred 
    Stock under the Agreement; (ii) shall have voting 
    rights on all matters submitted to a vote of the 
    holders of Concorde's common stock, with each 
    share of Class A-1 Preferred Stock having eight 
    (8) votes for each vote accorded to a share of 
    Concorde's common stock, and (iii) shall be 
    convertible, at the holder's option, into Concorde 
    common stock, on a one-for-eight basis.


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(b) Additionally, Concorde hereby agrees that CenCor, 
    or its assigns, shall have piggyback registration 
    rights with respect to any shares of Concorde 
    common stock issued or issuable as a result of the 
    exercise of the conversion right associated with 
    the Class A-1 Preferred Stock (the "Registerable 
    Shares"), provided such Registerable Shares of 
    Concorde common stock are not then immediately 
    saleable pursuant to Rule 144 (or other successor 
    exemption from the registration requirements) 
    under the Securities Act of 1933, as amended (the 
    "Securities Act").  Such piggyback rights:
 
(i)   shall attach to any registration of equity 
      securities under the Securities Act made by 
      Concorde on Forms S-1, S-2, S-3, or similar 
      registration form (but shall not attach to 
      registrations on Forms S-4, S-8, or similar 
      purpose registrations forms);
 
(ii)  may be exercised by CenCor, or its assigns, 
      with respect to some or all of the 
      Registerable Shares; 
 
(iii) shall be subject to the holder of such 
      Registerable Shares agreeing: to be bound by 
      the terms of the underwriting agreement 
      entered into in connection with the 
      registration, including any indemnification, 
      standstill or lock-up provisions required of 
      Concorde or other selling stockholders; to 
      accept the pricing of the offering as agreed 
      to by Concorde with respect to the shares of 
      common stock being sold by Concorde pursuant 
      to the registration; and to pay its pro rata 
      share of registration fees and underwriting 
      commissions and discounts;


 <PAGE>
(iv)  shall be subject to standard discretionary 
      curtailment, pro rata amongst all selling 
      stockholders, by the underwriter, if in its 
      opinion the market cannot support the total 
      number of shares requested to be registered 
      so that inclusion of all such shares would be 
      detrimental to the offering taken as a whole, 
      and
 
(v)   may be waived by CenCor as to any 
      underwriting if CenCor does not agree with 
      the terms of such underwriting, without 
      forfeiture of piggyback rights as to any 
      subsequent underwritings by Concorde.


 <PAGE>
(c)  Concorde hereby agrees that CenCor, or its 
     assigns, shall have one cumulative demand 
     registration right with respect to all 
     Registerable Shares collectively held by CenCor 
     and its assigns.  Upon receipt of a written 
     request for such registration (of all or part of 
     such Registerable Shares), Concorde will: as soon 
     as practicable, use its diligent best efforts to 
     effect all such registrations, qualifications and 
     compliances (including, without limitation, the 
     execution of an undertaking to file post-effective 
     amendments, appropriate qualifications under the 
     applicable blue sky or other state securities laws 
     and appropriate compliance with exemptive 
     regulations issued under the Securities Act and 
     any other governmental requirements or 
     regulations) as may be so requested and as would 
     permit or facilitate the sale and distribution of 
     all or such portion of Registerable Shares as are 
     specified in such request; provided that Concorde 
     shall not be obligated to take any action to 
     effect such registration, qualification or 
     compliance pursuant to this Section 53(c), after 
     Concorde has effected one such registration 
     pursuant to this Section 5.3(c) and such 
     registration has been declared or ordered 
     effective.  Notwithstanding anything herein, this
 
<PAGE>                                       
     demand right shall terminate at such time as all 
     Registerable Shares are freely tradeable in the 
     public market, pursuant to Rule 144 under the 
     Securities Act, or otherwise. (To be "freely 
     tradeable" the Registerable Shares must be 
     immediately saleable without regard to any trickle 
     out limitations under Rule 144.)
 
 Subject to the foregoing, Concorde shall file a 
registration statement covering the Registerable 
Shares so requested to be registered as soon as 
practical, but in any event within ninety days, 
after receipt of the request or requests of 
CenCor; provided, however, that if Concorde shall 
furnish to CenCor a certificate signed by the 
President of Concorde stating that in the good 
faith judgment of the Board of Directors it would 
be seriously detrimental to Concorde and its 
stockholders for such registration statement to be 
filed at the date filing would be required and it 
is therefore essential to defer the filing of such 
registration statement, Concorde shall have an 
additional period of not more than ninety (90) 
days from the expiration of the foregoing ninety 
(90) day period within which to file such 
registration statement.
 
(i)    If CenCor intends to distribute the 
       Registerable Shares covered by its request by 
       means of an underwriting, it shall so advise 
       Concorde as a part of its request made 
       pursuant to Section 5.3(c).  In such event, 
       if so requested in writing by Concorde, 
       CenCor shall negotiate with an underwriter 
       selected by Concorde with regard to the 
       underwriting of such requested registration; 
       provided, however, that if CenCor has not 
       agreed with such underwriter as to the terms 
       and conditions of such underwriting within 
       twenty days (20) following commencement of 
       such negotiations, CenCor may select an 
       underwriter of its own choice.  Concorde 
       shall enter into an underwriting agreement in 
<PAGE>                                 
       customary form with the underwriter or 
       underwriters selected for such underwriting 
       by CenCor.
 
(ii)   All out-of-pocket expenses incurred in 
       connection with any registration pursuant to 
       this Section 5.3(c) shall be borne by CenCor.
   
(d)  In the case of registration pursuant to either 
     Sections 5.3(b) or (c), Concorde will keep CenCor 
     advised in writing as to the initiation of each 
     registration, qualification and compliance and as 
     to the completion thereof.  Concorde will:
 
(i)   keep such registration, qualification or 
      compliance pursuant to Sections 5.3(b) or (c) 
      effective for a period of 120 days or until a 
      distribution contemplated in the registration 
      statement has been completed; provided, 
      however that (i) such 120-day period shall be 
      extended for a period of time equal to the 
      period CenCor refrains from selling 
      securities included in such registration at 
      the request of an underwriter of common stock 
      (or other securities) of Concorde; and 
      (ii) in the case of any registration of 
      Registerable Shares on Form S-3 which are 
      intended to be offered on a continuous or 
      delayed basis, such 120-day period shall be 
      extended, if necessary, to keep the 
      registration effective until all such 
      Registerable Shares are sold, provided that 
      Rule 145, or any successor rule under the 
      Securities Act, permits an offering on a 
      continuous or delayed basis, and provided 
      further that applicable rules under the 
      Securities Act governing the obligation to 
      file a post-effective amendment permit, in 
      lieu of filing a post-effective amendment 
      which (i) includes any prospectus required by 
      Section 10(a)(3) of the Securities Act or 
      (ii) reflects facts or events representing a 
<PAGE>                                 
      material or fundamental change in the 
      information set forth in the registration 
      statement, the incorporation by reference of 
      information required to be included in (i) 
      and (ii) above to be contained in periodic 
      reports filed pursuant to section 13 or 15(d) 
      of the Securities Exchange Act of 1934, as 
      amended ("1934 Act") and registration 
      statement; and
 
(ii)  furnish such number of prospectuses and other 
      documents incident thereto as CenCor from 
      time to time may reasonably request.
 
(e)  Concorde will indemnify CenCor, each of CenCor's 
     officers and directors, and each person 
     controlling CenCor within the meaning of the 
     Securities Act, with respect to such registration, 
     qualification, or compliance effected pursuant to 
     Sections 5.3(b) or (c), and each underwriter, if 
     any, and each person who controls any underwriter 
     of the Registerable Shares against all claims, 
     losses, damages, and liabilities (or actions in 
     respect thereto) arising out of or based on any 
     untrue statement (or alleged untrue statement) of 
     a material fact contained in any prospectus, 
     offering circular or other document (including any 
     related registration statement, notification or 
     the like) incident to any such registration, 
     qualification, or compliance, or based on any 
     omission (or alleged omission) to state therein a 
     material fact required to be stated therein or 
     necessary to make the statements therein not 
     misleading, or any violation by Concorde of any 
     rule or regulation promulgated under the 
     Securities Act applicable to Concorde and relating 
     to action or inaction required of Concorde in 
     connection with any such registration, 
     qualification or compliance, and will reimburse 
     CenCor, each of CenCor's officers and directors, 
     and each person controlling CenCor, each such 
     underwriter and each person who controls any such 
     underwriter, for any legal and any other expenses 
<PAGE>                                          
     reasonably incurred in connection with 
     investigating or defending any such claim, loss, 
     damage, liability or action, provided that 
     Concorde will not be liable in any such case to 
     the extent that any such claim, loss, damage or 
     liability arises out of or is (i) based on any 
     untrue statement or omission based upon written 
     information furnished to Concorde by an instrument 
     duly executed by CenCor or underwriter 
     specifically for use therein or (ii) relating to 
     action or inaction required of CenCor or any such 
     underwriter under any rule or regulation 
     promulgated under the Securities Act.
    
 CenCor will, if Registerable Shares held by or 
issuable to CenCor are included in the securities 
as to which such registration, qualification, or 
compliance is being effected, indemnify Concorde, 
each of Concorde's officers and directors, and 
each person controlling Concorde within the 
meaning of the Securities Act, with respect to 
such registration, qualification, or compliance 
effected pursuant to Sections 5.3(b) or (c), and 
each underwriter, if any, and each person who 
controls any underwriter of the Registerable 
Shares against all claims, losses, damages, and 
liabilities (or actions in respect thereto) 
arising out of or based on any untrue statement 
(or alleged untrue statement) of a material fact 
contained in any such prospectus, offering 
circular, or other document (including any related 
registration statement, notification or the like) 
incident to any such registration, qualification, 
or compliance, or based on any omission (or 
alleged omission) to state therein a material fact 
required to be stated therein or necessary to make 
the statements therein not misleading, or any 
violation by CenCor of any rule or regulation 
promulgated under the Securities Act applicable to 
CenCor and relating to action or inaction required 
of CenCor in connection with any such 
registration, qualification or compliance, and 
will reimburse Concorde, each of Concorde's offi-
<PAGE>                                          
cers and directors, and each person controlling 
Concorde, each such underwriter and each person 
who controls any such underwriter, for any legal 
or any other expenses reasonably incurred in 
connection with investigating or defending any 
such claim, loss, damage, liability, or action, in 
each case to the extent, but only to the extent, 
(x) that such untrue statement (or alleged untrue 
statement) or omission (or alleged omission) is 
made in such registration statement, prospectus, 
offering circular, or other document in reliance 
upon and in conformity with written information 
famished to Concorde by an instrument duly 
executed by CenCor specifically for use therein or 
(y) that such violation was due to an action or 
inaction required of CenCor.
 
 Each party entitled to indemnification under this 
Section 5.3(e) (the Indemnified Party) shall give 
notice to the party required to provide 
indemnification (the Indemnifying Party) promptly 
after such Indemnified Party has actual knowledge 
of any claim as to which indemnity may be sought, 
and shall permit the Indemnifying Party to assume 
the defense of any such claim or any litigation 
resulting therefrom, provided that counsel for the 
Indemnifying Party, who shall conduct the defense 
of such claim or litigation, shall be approved by 
the Indemnified Party (whose approval shall not be 
unreasonably withheld), and the Indemnified Party 
may participate in such defense at such party's 
expenses, and provided further that the failure of 
any Indemnified Party to give notice as provided 
herein shall not relieve the Indemnifying Party of 
its obligations under this Section 5.3(e).  No 
Indemnifying Party, in the defense of any such 
claim or litigation, shall, except with the 
consent of each Indemnified Party, consent to 
entry of any judgment or enter into any settlement 
which does not include as an unconditional term 
thereof the giving by the claimant or plaintiff to 
such Indemnified Party of a release from all 
liability in respect to such claim or litigation.
 <PAGE>
(f)  CenCor shall furnish to Concorde such written 
     information regarding it and the distribution 
     proposed by it as Concorde may request in writing 
     and as shall be required in connection with any 
     registration, qualification, or compliance 
     referred to in this Section 5.3.
 
(g)  With a view to making available to CenCor the 
     benefits of certain rules and regulations of the 
     Securities and Exchange Commission ("SEC") which 
     may permit the sale of the securities of Concorde 
     to the public without registration or pursuant to 
     a registration on Form S-3, Concorde agrees to:
 
(i)   make and keep public information available, 
      as those terms are understood and defined in 
      SEC Rule 144;
 
(ii)  use its best efforts to file with the SEC in 
      a timely manner all reports and other 
      documents required of Concorde under the 
      Securities Act and the 1934 Act; and
 
(iii) so long as CenCor owns any Class A Preferred 
      Stock, Class A-1 Preferred Stock, or 
      Registerable Shares, to furnish to CenCor 
      forthwith upon its request a written 
      statement by Concorde as to its compliance 
      with the reporting requirements of said Rule 
      144, and of the Act and the 1934 Act, a copy 
      of the most recent annual or quarterly report 
      of the company, and such other reports and 
      documents so filed by Concorde as CenCor may 
      reasonably request in availing itself of any 
      rule or regulation of the SEC allowing you to 
      sell any such securities without 
      registration.


 <PAGE>
(h)  The rights to cause Concorde to register the 
     Registerable Shares granted to CenCor by Concorde 
     under Sections 5.3(b) and (c) may be assigned by 
     CenCor to a transferee or assignee of any of the 
     Registerable Shares, provided, that Concorde is 
     given written notice by CenCor at the time of or 
     within a reasonable time after said transfer, 
     stating the name and address of said transferee or 
     assignee and identifying the securities with 
     respect to which such registration rights are 
     being assigned.
 
(i)  CenCor shall furnish to Concorde such written 
     information regarding it and the distribution 
     proposed by it as Concorde may request in writing 
     and as shall be required in connection with any 
     registration, qualification, or compliance 
     referred to in Section 5.3(b) or (c).




  Representations, Warranties and Covenants of the Parties


6.1 Corporate Authority.  Concorde hereby represents and 
warrants to CenCor that Concorde and the Guarantors have obtained 
all necessary corporate and other approvals and consents to enter 
into this Fourth Amendment and to take all actions contemplated 
herein.  The Board of Directors of Concorde has approved this 
Fourth Amendment and all actions to be taken pursuant to this 
Fourth Amendment, including without limitation, the filing of the 
Class A-1 Certificate of Designation in the event the Repayment 
does not occur by February 28, 1997, or such later date as may be 
mutually agreed to in writing by CenCor and Concorde.


 <PAGE>
6.2 Stock.  Concorde hereby represents and warrants to 
CenCor that (a) it does not own an interest in any entity other 
than its interest in the Guarantors and (b) all of the stock it 
owns in Guarantors has been or is hereby pledged as collateral 
for the Debenture Liabilities.  Concorde and Guarantors hereby 
jointly and severally represent and warrant that the attached 
Exhibit "B" is a complete list of all stock issued by Guarantors 
and acknowledge that all such stock certificates have been 
delivered to CenCor.
 
6.3 Registration Rights.  Concorde hereby represents and 
warrants that, except in connection with the issuance of Class B 
Preferred Stock pursuant to the Refinancing (the "Class B 
Registration Rights") or as otherwise provided for in this Fourth 
Amendment, it has not granted, or agreed to grant, any 
registration rights, including piggyback rights, to any person or 
entity.  Furthermore, Concorde covenants that (a) prior to 
Closing, it will not grant or agree to grant any such rights to 
any person or entity other than CenCor, except for the Class B 
Registration Rights and (b) in the event the Closing does not 
occur by February 28, 1997, or by such later date as mutually 
agreed to in writing by CenCor and Concorde, Concorde will not 
grant or agree to grant any such rights to any person or entity 
other than CenCor.
 
6.4 Career.  Career hereby guarantees to CenCor payment 
when due of all Debenture Liabilities and shall be deemed a 
Guarantor as defined in the Agreement.  To secure this guaranty, 
Career hereby mortgages, pledges, conveys and assigns to CenCor, 
and grants CenCor a continuing security interest in all personal 
property of the following types which is now owned or hereafter 
shall be owned or acquired by Career, and all Proceeds of such 
property:
 
 All Equipment, Farm Products, Consumer Goods, 
Inventory, Fixtures, Accounts, Contract Rights, General 
Intangibles, Instruments, Documents, Chattel Paper and 
money (including money in bank accounts).


 <PAGE>
 If the Repayment does not occur by February 28, 1997, or by such 
other later date as may be mutually agreed to in writing by 
CenCor and Concorde, Career will execute any and all documents 
reasonably requested by CenCor to bind Career to all of the same 
obligations to CenCor as the Guarantors and all financing 
statements deemed necessary by CenCor to perfect CenCor's 
security interest in the above assets of Career.
 
6.5 CenCor's Corporate Authority.  CenCor hereby represents 
and warrants to Concorde that it has obtained all necessary 
corporate and other approvals and consents to enter into this 
Fourth Amendment and to take all actions contemplated herein.  
The Board of Directors of CenCor has approved this Fourth 
Amendment and all actions to be taken pursuant to this Fourth 
Amendment, including without limitation, the cancellation of all 
the Obligations pursuant to the Repayment.




Miscellaneous

7.1 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 Fourth 
Amendment and the consummation of the transactions contemplated 
thereby, within ten (10) business days after receiving an invoice 
from CenCor with supporting documentation, which payment the 
parties agree shall not exceed $5,000 in the aggregate.
 
7.2 Ratification.  All provisions of the Agreement not 
specifically amended in this Fourth Amendment are hereby ratified 
and reaffirmed.
 
7.3 Governing Law.  Except as otherwise provided by express 
reference to the Uniform Commercial Code, this Fourth Amendment 
shall be construed in accordance with and governed by the laws, 
statutes and decisions of the State of Missouri, to the 
nonexclusive jurisdiction of whose courts, state and federal, 
Concorde and Guarantors irrevocably agree to submit.
 
7.4 Incorporation.  The recitals and exhibits hereto are 
hereby incorporated herein by reference.
 <PAGE>
7.5 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.
 
7.6 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 
on a timely basis.
 
7.7 Benefit and Burden.  This Agreement shall be binding 
upon and inure to the benefit of the successors of CenCor, 
Concorde and the Restricted Subsidiaries.  CenCor may assign its 
rights hereunder, including without limitation to a liquidating 
trust.

	IN WITNESS WHEREOF, the parties hereto have caused this 
Fourth 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.


<PAGE>
                                 	CENCOR, INC.
ATTEST:

/s/ :Lisa M. Henak		              By:    /s/ Terri Rinne
Secretary		                       Terri Rinne
			                               Vice President


                     ACKNOWLEDGMENT


STATE OF MISSOURI	)
              				) ss.
COUNTY OF JACKSON	)

	BE IT REMEMBERED, that on this 30th day of December, 1996, 
before me, the undersigned, a notary public in and for said 
state, came Terri Rinne, 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.

	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.

                                	   /s/ Lisa M. Henak		
                                   	Notary Public in and for 
                                    	said County and State

My commission expires:

       9/7/2000			




<PAGE>
                              	CONCORDE CAREER COLLEGES, INC.
ATTEST:

 /s/ Lisa M. Henak		           By:    /s/ Gregg Gimlin		
Secretary		                    M. Gregg Gimlin
                            			Vice President



                        ACKNOWLEDGMENT
 

STATE OF MISSOURI	)
              				) ss.
COUNTY OF JACKSON	)

	BE IT REMEMBERED, that on this 30th day of December, 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.

                                 	   /s/ Lisa M. Henak		
                                    	Notary Public in and for 
                                     	said County and State

My commission expires:

       9/7/2000			


<PAGE>
                                  		MINNESOTA INSTITUTE OF MEDICAL 
                                      AND DENTAL ASSISTANTS, INC.
ATTEST:

/s/ Lisa M. Henak		                By: /s/ A. Eugene Johnson	
Secretary	                        	A. Eugene Johnson
                                			President



                        ACKNOWLEDGMENT


STATE OF MISSOURI	)
              				) ss.
COUNTY OF JACKSON	)

	BE IT REMEMBERED, that on this 30th day of December, 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.

                           	     /s/ Lisa M. Henak		
                                	Notary Public in and for
                                 	said County and State

My commission expires:

     9/7/2000			


<PAGE>		
                               	TEXAS COLLEGE OF MEDICAL AND DENTAL 
                                 ASSISTANTS, INC. 
ATTEST:

/s/ Lisa M. Henak		             By:  /s/ A. Eugene Johnson
Secretary		                     A. Eugene Johnson
                             			President



                       ACKNOWLEDGMENT


STATE OF MISSOURI	)
                 	) ss.
COUNTY OF JACKSON	)

	BE IT REMEMBERED, that on this 30th day of December, 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.

                              	     /s/ Lisa M. Henak			
                                   	Notary Public in and for 
                                     said County	and State

My commission expires:

     9/7/2000	



<PAGE>
                                 		 UNITED HEALTH CAREERS 
                                   		INSTITUTE, INC.
ATTEST:

/s/  Lisa M. Henak		                By: /s/ A. Eugene Johnson	
Secretary		                         A. Eugene Johnson
                                 			President



                      ACKNOWLEDGMENT


STATE OF MISSOURI	)
                 	) ss.
COUNTY OF JACKSON	)

	BE IT REMEMBERED, that on this 30th day of December, 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.


                                 	   /s/ Lisa M. Henak				
                                    	Notary Public in and for 
                                      said County	and State

My commission expires:

   9/7/2000


<PAGE>
                                  		SOUTHERN CALIFORNIA COLLEGE OF 
                                     MEDICAL AND DENTAL ASSISTANTS, 
                                      INC. 
ATTEST:

/s/ Lisa M. Henak		                 By:  /s/ A. Eugene Johnson	
Secretary		                         A. Eugene Johnson
                                 			President



                          ACKNOWLEDGMENT


STATE OF MISSOURI	)
                 	) ss.
COUNTY OF JACKSON	)

	BE IT REMEMBERED, that on this 30th day of December, 1996, 
before me, the undersigned, a notary public in and for said 
state, came A. Eugene Johnson, President of Southern California 
College of Medial 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.

                                	   /s/ Lisa M. Henak				
	                                   Notary Public in and for said 
                                     County	and State

My commission expires:

     9/7/2000	


<PAGE>
                                   		CONCORDE CAREERS-FLORIDA, INC.
ATTEST:

/s/ Lisa M. Henak	                 	By:  /s/ A. Eugene Johnson	
Secretary		                         A. Eugene Johnson
                                 			President



                        ACKNOWLEDGMENT


STATE OF MISSOURI	)
                 	) ss.
COUNTY OF JACKSON	)

	BE IT REMEMBERED, that on this 30th day of December, 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.

                                    /s/ Lisa M. Henak				
	                                   Notary Public in and for said 
                                     County	and State

My commission expires:

     9/7/2000	


<PAGE>
                                  		COLLEGES OF DENTAL AND 
                                   		MEDICAL ASSISTANTS, INC.
ATTEST:

/s/ Lisa M. Henak	                 	By: /s/ A. Eugene Johnson	
Secretary	 	                        A. Eugene Johnson
                                 			President




                         ACKNOWLEDGMENT


STATE OF MISSOURI	)
                 	) ss.
COUNTY OF JACKSON	)

	BE IT REMEMBERED, that on this 30th day of December, 1996, 
before me, the undersigned, a notary public in and for said 
state, came A. Eugene Johnson, President of Colleges of Dental 
and Medial 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.

                                	   /s/ Lisa M. Henak				
                                   	Notary Public in and for 
                                     said County	and State

My commission expires:

     9/7/2000	


<PAGE>
                                   	COMPUTER CAREER INSTITUTE, INC.
ATTEST:

/s/ Lisa M. Henak		                 By:   /s/ A. Eugene Johnson	
Secretary		                         A. Eugene Johnson	
                                  		President




                       ACKNOWLEDGMENT


STATE OF MISSOURI	)
                 	) ss.
COUNTY OF JACKSON	)

	BE IT REMEMBERED, that on this 30th day of December, 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.

                                  	   /s/ Lisa M. Henak				
	                                     Notary Public in and for 
                                       said County	and State

My commission expires:

     9/7/2000	




<PAGE>
                                   		CAREER ASSISTANCE, INC.
ATTEST:

/s/ Lisa M. Henak	                  	By:  /s/ A. Eugene Johnson	
Secretary		                          A. Eugene Johnson
                                  			President



                       ACKNOWLEDGMENT


STATE OF MISSOURI	)
              				) ss.
COUNTY OF JACKSON	)

	BE IT REMEMBERED, that on this 30th day of December, 1996, 
before me, the undersigned, a notary public in and for said 
state, came Patrick J. Debold, President of Career Assistance, 
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.

                                	   /s/ Lisa M. Henak				
                                   	Notary Public in and for 
                                     said County	and State

My commission expires:

     9/7/2000	





<PAGE>
EXHIBIT A

                     CONCORDE CAREER COLLEGES, INC.

                   Certificate of Designations of the
                    Class A-1 Convertible Redeemable
                         Voting Preferred Stock

                         Par Value 0.10 Per Share
                   Liquidation Value $10.00 Per Share

                           _________________

                     Pursuant to Section 151 of the
              General Corporation Law of the State of Delaware


	The undersigned, the President of Concorde Career Colleges, 
Inc., a Delaware corporation (hereinafter called the 
"Corporation"), DOES HEREBY CERTIFY that:

I. The following resolution has been duly adopted by the 
Board of Directors of the Corporation (the "Board of Directors"):
 
 RESOLVED, that pursuant to the authority expressly granted 
to and vested in the Board of Directors of the Corporation by the 
provisions of the Restated Certificate of Incorporation, as 
amended, and the Amended and Restated Bylaws, the Board of 
Directors hereby authorizes the issuance of a series of the 
preferred stock (the "Preferred Stock") of the Corporation which 
shall consist of   (260,385)   shares of the Corporation's 
Preferred Stock and hereby fixes the designations, preferences 
and relative, participating, optional or other special rights, 
and qualifications, limitations or restrictions thereof of the 
shares of such series as follows:
 
A. Designation.  The designation of said series of 
the Preferred Stock shall be Class A-1 Convertible Redeemable 
Voting Preferred Stock (the "Class A-1 Preferred Stock").  The 
number of shares of Class A-1 Preferred Stock shall be   
(260,385)  . The liquidation value of the Class A-1 Preferred 
Stock shall be $10.00 per share.  The shares of Class A-1 
Preferred Stock shall be issued as full shares.
 <PAGE>
B. Dividends.  The shares of Class A-1 Preferred 
Stock shall be entitled to receive cumulative dividends, as 
declared by the Board of Directors or a duly authorized committee 
thereof (an "Authorized Board Committee"), out of funds legally 
available for the payment of dividends, (the "Dividends") and at 
a variable annual rate, all as set forth in this Section (ii).
 
(a) For so long as the Corporation's junior secured 
debenture, dated October 30, 1992 and issued in the original 
principal amount of $5,422,307 (the "Debenture"), or any 
portion of the principal amount thereof, is outstanding, the 
annual rate of the Dividend shall be equal to 73% of the 
current interest rate on the Debenture, as of the first day 
of calendar quarter during which the Dividend is earned, as 
calculated based on the liquidation value of the Class A-1 
Preferred Stock set forth in Section (v), below;
 
(b) commencing upon the retirement, in full, of the 
Debenture (the "Debenture Repayment Date"), the annual rate 
of the Dividend shall be equal to 2% above the prime rate 
charged, as of the first day of the calendar quarter during 
which the Dividend is earned, by Mercantile Bank of Kansas 
City, N.A., as calculated based on the liquidation value of 
the Class A-1 Preferred Stock set forth in Section (v), 
below;
 
(c) provided that, notwithstanding the foregoing, the 
annual rate of the Dividends shall not exceed 12% of the per 
share liquidation value of the Class A-1 Preferred Stock, as 
set forth in Section (v), below ($1.20 per share).


 <PAGE>
 Dividends shall be earned from date of original issue 
of a share of Class A-1 Preferred Stock, however they shall not 
be paid, but rather accrued until the Debenture Repayment Date 
(the "Initial Accrued Dividends").  Upon the Debenture Repayment 
Date, future earned Dividends shall be payable in cash, 
commencing on the last day of the calendar quarter which occurs 
following the Debenture Repayment Date (the "Initial Dividend 
Payment Date") with respect to the period commencing on the 
Debenture Repayment Date and ending the day prior to the Initial 
Dividend Payment Date, and thereafter quarterly on March 31, June 
30, September 30 and December 31 in each year (the "Dividend 
Payment Dates") with respect to the quarterly period ending on 
the March 30, June 29, September 29 and December 30, 
respectively, next preceding such Dividend Payment Date, to 
stockholders of record on the record date, not exceeding sixty 
days preceding the Initial Dividend Payment Date or such Dividend 
Payment Date, respectively, fixed for the purpose by the Board of 
Directors or an Authorized Board Committee in advance of each 
particular dividend.  The amount of dividends payable on shares 
of Class A-1 Preferred Stock, for each full quarterly dividend 
period, shall be computed by dividing by four the annual rate per 
share set forth in this Section (ii).
 
 The Initial Accrued Dividends shall be paid ratably 
over 12 calendar quarters, commencing with the calendar quarter 
which ends immediately after the Debenture Repayment Date.  
Payment of the Initial Accrued Dividends shall be made on the 
Initial Dividend Payment Date and the following 11 Dividend 
Payment Dates, to stockholders of record on the respective record 
dates for such Dividend Payment Dates.
 
 Notice of the current rate of Dividends, which shall 
detail the basis for such determination, shall be given by the 
Corporation on a quarterly basis to the holders of record of the 
shares of Class A-1 Preferred Stock as of the record date for 
such Dividends, at their respective addresses appearing on the 
books of the Corporation.  Such notice shall be given on each 
Dividend Payment Date (including the Initial Dividend Payment 
Date), and, prior to the Debenture Repayment Date, shall be given 
each December 31, March 31, June 30 and September 30.


 <PAGE>
 Notice of the Debenture Repayment Date shall be given 
by the Corporation, promptly upon its determination, to the 
holders of record of the shares of Class A-1 Preferred Stock on 
such date, at their respective addresses appearing on the books 
of the Corporation.
 
 Dividends payable on the Class A-1 Preferred Stock for 
the initial dividend period and for any other period which is 
less than a full quarterly period shall be computed on the basis 
of a 360-day year of twelve 30-day months.
 
(iii) Right of Conversion.  Any holder of Class A-1 
Preferred Stock at any time, and from time to time, may at its 
option convert all, or any number less than all, of the shares of 
Class A-1 Preferred Stock into shares of the Corporation's common 
stock, $.10 par value (the "Common Stock") on the basis of one 
(1) share of Class A-1 Preferred Stock for eight (8) shares of 
Common Stock.  In the event of a merger, consolidation, 
recapitalization or other reorganization, including any stock 
splits, reverse stock splits, or stock dividends, affecting the 
Common Stock (the "Reorganization") the right to convert the 
Class A-1 Preferred Stock shall be automatically modified to 
provide that each share of Class A-1 Preferred Stock shall be 
convertible into such reciprocally adjusted number of shares of 
Common Stock, or such other consideration as a holder of eight 
(8) shares of Common Stock would be entitled to receive as a 
result of any such Reorganization.


 <PAGE>
 Any holder desiring to effect such a conversion shall 
provide notice to the Corporation of the conversion by delivering 
stock certificates representing the shares of Class A-1 Preferred 
Stock to be converted to the Corporation, duly endorsed, with an 
instruction -letter requesting conversion.  The effective date of 
any such conversion shall be the date the Corporation actually 
receives such notice and certificate(s) duly endorsed (the 
"Conversion Date").  Upon such receipt, the Corporation shall 
promptly transmit instructions to its transfer agent to issue to 
such holder certificate(s) representing the Common Stock, as of 
the Conversion Date.  In the event less than all the shares of 
Class A-1 Preferred Stock represented by the tendered certificate 
are to be converted, the Corporation will cause a new 
certificate, representing the unconverted shares of Class A-1 
Preferred Stock, to be issued to such holder.
 
 All shares of Class A-1 Preferred Stock which shall at 
any time have been converted shall, after such conversion, have 
the status of authorized but unissued shares of Preferred Stock, 
without designation as to series until such shares are once more 
designated as part of a particular series by the Board of 
Directors or an Authorized Board Committee.


 <PAGE>
(iv) Optional Redemption. The Corporation at any time 
and from time to time may at its option redeem all, or any number 
less than all, of the outstanding shares of Class A-1 Preferred 
Stock.  Any redemption of shares of Class A-1 Preferred Stock 
shall be effected at a redemption price of $10.00 per share plus, 
in each case, an amount equal to all dividends (whether or not 
earned or declared) accrued and unpaid on such share of Class A-1 
Preferred Stock to the date fixed for redemption.  Notice of any 
proposed redemption of shares of Class A-1 Preferred Stock shall 
be given by the Corporation by mailing a copy of such notice no 
less than 20 days nor more than 60 days prior to the date fixed 
for such redemption to holders of record of the shares of Class 
A-1 Preferred Stock to be redeemed at their respective addresses 
appearing on the books of the Corporation.  Said notice shall 
specify the shares called for redemption, the redemption price 
and the place at which and date on which the shares called for 
redemption will, upon presentation and surrender of the 
certificates of stock evidencing such shares, be redeemed and the 
redemption price therefor paid.  In the case of the redemption of 
less than all the outstanding shares of Class A-1 Preferred 
Stock, such redemption shall be of full shares selected by lot 
among all then outstanding Class A-1 Preferred Stock in such 
manner as may be prescribed by the Board of Directors.  From and 
after the date fixed in any such notice as the date of redemption 
of shares of Class A-1 Preferred Stock, unless default shall be 
made by the Corporation in providing monies at the time and place 
specified for the payment of the redemption price pursuant to 
such notice, all dividends on the Class A-1 Preferred Stock 
thereby called for redemption shall cease to accrue and all 
rights of the holders thereof as stockholders of the Corporation, 
except the right to receive the redemption price, shall cease and 
terminate.
 
 All shares of Class A-1 Preferred Stock which shall at 
any time have been redeemed shall, after such redemption, have 
the status of authorized but unissued shares of Preferred Stock, 
without designation as to series until such shares are once more 
designated as part of a particular series by the Board of 
Directors or an Authorized Board Committee.


 <PAGE>
(v) Priority of Class A-1 Preferred Stock.  The shares 
of Class A-1 Preferred Stock shall be preferred as to assets over 
the shares of the Common Stock or any other capital stock of the 
Corporation ranking junior to the Class A-1 Preferred Stock upon 
liquidation, dissolution or winding up of the Corporation so that 
in the event of any liquidation, dissolution or winding up of the 
Corporation, whether voluntary or involuntary, the holders of the 
Class A-1 Preferred Stock shall be entitled to receive out of the 
assets of the Corporation available for distribution to its 
stockholders, whether from capital, surplus or earnings, after 
distribution and payment in full to the holders of any capital 
stock of the Corporation ranking prior to the Class A-1 Preferred 
Stock upon liquidation, dissolution or winding up of the 
Corporation of the preferential amounts and dividends payable 
thereon, and before any distribution is made to holders of shares 
of the Common Stock or any other capital stock of the Corporation 
ranking junior to the Class A-1 Preferred Stock upon liquidation, 
dissolution or winding up of the Corporation, an amount equal to 
$10.00 per share plus an amount equal to all dividends (whether 
or not earned or declared) accrued and unpaid on such share of 
Class A-1 Preferred Stock to the date of final distribution.  If, 
upon any liquidation, dissolution or winding up of the 
Corporation, the assets of the Corporation, or proceeds thereof, 
distributable among the holders of shares of Class A-1 Preferred 
Stock or any capital stock ranking on a par with the Class A-1 
Preferred Stock upon liquidation, dissolution or winding up of 
the Corporation, shall be insufficient to pay in full the 
preferential amounts to which such stock would be entitled, then 
such assets, or the proceeds thereof, shall be distributable 
among such holders ratably in accordance with the respective 
amounts which would be payable on such shares if all amounts 
payable thereof were payable in full.  For the purposes hereof, 
neither a consolidation nor a merger of the Corporation with one 
or more other corporations, nor a sale or a transfer of all or 
substantially all of the assets of the Corporation, shall be 
deemed to be a liquidation, dissolution or winding up, voluntary 
or involuntary, of the Corporation.


 <PAGE>
(vi) Voting Rights.
 
 Each share of Class A-1 Preferred Stock shall be 
entitled to vote on all matters presented to the stockholders of 
the Corporation and shall be entitled to eight (8) votes for each 
vote afforded to a share of Common Stock.  In the event of a 
recapitalization of the Corporation that would result in the 
multiplication or division of the voting power of the outstanding 
Common Stock (i.e., through a stock split, reverse stock split, 
or otherwise), the proportionate voting power of the Class A-1 
Preferred Stock shall be reciprocally adjusted upward or downward 
as the case may be.
 
 Additionally, notwithstanding anything herein to the 
contrary, so long as any shares of the Class A-1 Preferred Stock 
remain outstanding, the Corporation will not, either directly or 
indirectly or through merger or consolidation with any other 
corporation, without the affirmative unanimous vote at a meeting, 
or the written consent with or without a meeting, of the holders 
of the shares of Class A-1 Preferred Stock then outstanding, 
amend, alter or repeal any of the provisions of the Certificate 
of Designations of the Class A-1 Preferred Stock or the 
certificate of Incorporation of the Corporation, or authorize any 
reclassification of the Class A-1 Preferred Stock, so as in any 
such case to affect adversely the preferences, special rights or 
powers of the Class A-1 Preferred Stock, including but not 
limited to the super voting rights afforded pursuant to the first 
paragraph of this Section (vi), or authorize or issue any capital 
stock of the Corporation ranking, either as to payment of 
dividends or upon liquidation, dissolution or winding up of the 
Corporation, prior to or on par with the Class A-1 Preferred 
Stock.


 <PAGE>
 Additionally, notwithstanding anything herein to the 
contrary, so long as any shares of the Class A-1 Preferred Stock 
remain outstanding, the Corporation will not, either directly or 
indirectly or through merger or consolidation with any other 
corporation, without the affirmative unanimous vote at a meeting, 
or the written consent with or without a meeting, of the holders 
of the shares of Class A-1 Preferred Stock then outstanding, 
increase the authorized number of shares of Class A-1 Preferred 
Stock, increase the authorized number of shares of Preferred 
Stock or create, or increase the authorized number of shares of, 
any other class of capital stock of the Corporation ranking on a 
parity with the Class A-1 Preferred Stock either as to payment of 
dividends or upon liquidation, dissolution or winding up of the 
Corporation.
 
 No consent of holders of the Class A-1 Preferred Stock 
shall be required for (a) the creation of any indebtedness of any 
kind of the Corporation, or (b) the issuance of any class of 
capital stock of the Corporation ranking junior to the Class A-1 
Preferred Stock in payment of dividends and upon liquidation, 
dissolution or winding up of the Corporation.
 
(vii) Amendment.  The Board of Directors reserves the 
right by subsequent amendment of this resolution from time to 
time to decrease the number of shares which constitute the Class 
A-1 Preferred Stock (but not below the number of shares thereof 
then outstanding) and, subject to anything to the contrary set 
forth in the Restated Certificate of Incorporation, as amended, 
of the Corporation applicable to the Preferred Stock, to 
subdivide the number of shares, the par value per share and the 
liquidation value per share of the Class A-1 Preferred Stock, and 
in other respects to amend, within the limitations provided by 
law, this resolution and the Restated Certificate of 
Incorporation, as amended, of the Corporation.



<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Certificate 
to be duly executed on its behalf by its undersigned President 
and attested to by its Secretary this ______ day of December, 
1996.


                                   _________________________________
                                   Jack L. Brozman, President


[Corporate Seal]


ATTEST:


_____________________________
___________________, Secretary




<PAGE>
EXHIBIT B

                              CenCor, Inc.
                       Concorde Career Colleges, Inc.
                        Stock Certificate Holdings

1. United Health Careers Institute, Inc. - California - 120 shares
 
2. Southern California College of Medical and Dental Assistants, 
    Inc. - California - 100 shares
 
3. Southern California College of Medical and Dental Assistants, 
    Inc. - California - 180 shares
 
4. Concorde Careers - Florida, Inc. - Florida - 1,000 shares
 
5. Colleges of Dental & Medical Assistants, Inc. - California - 
    180 shares *
 
6. Computer Career Institute, Inc. - Oregon - 250 shares
 
7. Career Assistance, Inc. - Missouri - 250,000 shares



*	CERTIFICATE STILL NEEDS TO BE DELIVERED TO CENCOR