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                                 EXHIBIT 10.22

                        RENEWAL AND EXTENSION AGREEMENT


         WHEREAS, National Education Corporation ("Borrower") executed a
Revolving Line of Credit Note (the "Note") dated February 28, 1996, payable to
the order of Steck-Vaughn Publishing Corporation ("Lender"), in the original
principal sum of $10,000,000.00, secured by a Pledge and Security Agreement
(the "Security Agreement") of even date between Borrower, as pledger, and
Bankers Trust Company, as collateral agent, covering, among other collateral,
all of the issued and outstanding shares of capital stock at any time owned by
Borrower of Lender;

         WHEREAS, Borrower has requested Lender to extend the term of the Note;

         NOW, THEREFORE, Borrower and Lender agree that:

         1.      After the effective date hereof, the Note shall be due and
                 payable as follows, to wit:

                 Interest only shall be due and payable monthly as it accrues
                 on the first day of each month beginning January 1, 1996 and
                 continuing on the first day of each month thereafter until
                 March 31, 1996 when the entire balance of unpaid principal and
                 accrued, unpaid interest shall be due and payable in full.
                 Each installment shall be applied first to the payment of
                 accrued interest payable on the unpaid principal balance, with
                 the remainder being applied to the reduction of principal.

         2.      The principal balance of the Note from time to time remaining
                 unpaid shall continue to bear interest at the rate of interest
                 applicable thereto as set forth in the Note, provided that the
                 interest payable shall not exceed the maximum amount that may
                 be lawfully charged.

                 After default or maturity, principal and past-due interest
                 shall bear interest at the rate of interest applicable thereto
                 as set forth in the Note, provided that the interest payable
                 shall not exceed the maximum amount that may be lawfully
                 charged.           

         3.      All agreements between Borrower and Lender, whether now
                 existing or hereafter arising and whether written or oral, are
                 hereby limited so that in no 

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                 contingency, whether by reason of demand for payment or
                 acceleration of the maturity of the Note or otherwise, shall
                 the interest contracted for, charged or received by Lender
                 exceed the maximum amount permissible under applicable law. 
                 If, from any circumstance whatsoever, interest would otherwise
                 be payable to Lender in excess of the maximum lawful amount,
                 the interest payable to Lender shall be reduced to the maximum
                 amount permitted under applicable law; and if from any
                 circumstance Lender shall ever receive anything of value
                 deemed interest by applicable law in excess of the maximum
                 lawful amount, an amount equal to any excessive interest shall
                 be applied to the reduction of the principal of the Note and
                 not to the payment of interest, or if such excessive interest
                 exceeds the unpaid balance of principal of the Note such
                 excess shall be refunded to Borrower.  All interest paid or
                 agreed to be paid to the holder of the Note shall, to the
                 extent permitted by applicable law, be amortized, prorated,
                 allocated, and spread so that the interest thereon shall not
                 exceed the maximum amount permitted by applicable law.  This
                 paragraph shall control all agreements between Borrower and
                 Lender.

         4.      Borrower hereby renews the Note and promises to pay to the
                 order of Lender at its offices at 1025 Northern Boulevard,
                 Roslyn, New York (or such other place of payment as the Lender
                 shall notify Borrower) the stated principal sum of the Note,
                 or so much thereof as may be advanced and remains unpaid, with
                 interest as specified in the Note, as renewed and extended by
                 this Renewal and Extension Agreement, and to perform all of
                 Borrower's obligations under the Note, the Security Agreement,
                 and any other documents pertaining thereto (the "Other
                 Documents").

         5.      Borrower covenants and warrants that the Note, the Security
                 Agreement and the Other Documents are not in default after
                 giving effect to the extension and renewal herein granted;
                 there are no defenses, counterclaims or offsets to the Note,
                 the Security Agreement or the Other Documents; that the Note
                 and Security Agreement, as renewed and extended hereby, are in
                 full force and effect, and that the Security Agreement shall
                 continue to secure payment of the indebtedness evidenced by
                 the Note as herein and hereafter renewed and extended.





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         6.      Borrower further covenants and warrants to Lender that the
                 execution and delivery of this Renewal and Extension Agreement
                 by Borrower will not be in contravention of or cause a default
                 under any agreement to which Borrower is a party.

         7.      The Note, as renewed and extended by this Renewal and
                 Extension Agreement, shall be construed in accordance with the
                 laws of the State of New York and the laws of the United
                 States applicable to transactions in the State of New York.

         8.      The Note, the Security Agreement and the Other Documents shall
                 remain in full force and effect as renewed and extended by
                 this Renewal and Extension Agreement.

         9.      This Renewal and Extension Agreement may be executed in
                 duplicate originals and each duplicate shall have the same
                 force and effect as an original.


         EXECUTED to be effective as of December 31, 1996.


                                                        "BORROWER"

                                             NATIONAL EDUCATION CORPORATION



                                             By:
                                                 ------------------------------
                                                 Name:
                                                       ------------------------
                                                 Title:
                                                        -----------------------


                                                          "LENDER"

                                             STECK-VAUGHN PUBLISHING CORPORATION



                                             By: 
                                                 ------------------------------
                                                 Name:
                                                       ------------------------
                                                 Title:
                                                        -----------------------




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