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            THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT

         This THIRD AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this
"Agreement") is made this 15th day of December, 2000, by and between COMPUTER
LEARNING CENTERS, INC. ("Debtor") and FIRST UNION NATIONAL BANK,
successor-by-merger to CoreStates Bank, N.A. ("Secured Party").

                                    RECITALS

        1.      The Debtor and the Secured Party executed a Second Amended and
Restated Security Agreement dated May 15, 2000.

        2.      The Debtor and the Secured Party wish to amend the Second
Amended and Restated Security Agreement in accordance with the terms of a Third
Amended and Restated Credit Agreement of even date herewith.

        NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are acknowledged, the Debtor and the Secured Party agree as follows:

              SECTION 1. CONSTRUCTION OF AGREEMENT AND DEFINITIONS

                   Unless the context otherwise requires, all of the terms used
herein without definition which are defined by the Virginia Uniform Commercial
Code shall have the meanings assigned to them by the Virginia Uniform Commercial
Code except to the extent varied by this Agreement. Unless the context otherwise
requires, all capitalized terms used in this Agreement without definition shall
have the meanings assigned to such terms in the Credit Agreement (as hereinafter
defined). The phrases "satisfactory to Secured Party," "acceptable to Secured
Party" and similar phrases shall mean reasonably satisfactory or reasonably
acceptable to Secured Party, in Secured Party's reasonable discretion exercised
in good faith. The use of the singular herein shall also refer to the plural and
vice versa, and the use herein of any gender, including the neuter, shall also
refer to each of the other genders, including the neuter. The captions and
headings contained in this Agreement are for convenience of reference only and
shall not affect the meaning, or the construction or interpretation, of this
Agreement. In addition to terms defined elsewhere in this Agreement, the
following terms shall have the following meanings when used herein:

                   "Business Day" shall mean any day that is not a Saturday,
Sunday or other day on which banking institutions in the Commonwealth of
Virginia are authorized or obligated to remain closed.


                  "Collateral" shall mean all of the Debtor's right, title and
interest in and to the following tangible and intangible assets owned by the
Debtor, wherever located, whether now owned or hereafter acquired by the Debtor:

                        (a)     all accounts (including Receivables), inventory,
chattel paper, documents, general intangibles (including trademarks, trade
names, patents, copyrights and the



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goodwill associated therewith), instruments, retail installment contracts,
equipment (except for equipment leased under operating leases or subject to
purchase money financing), and securities (including the capital stock of all
Subsidiaries);

                        (b)     all bank accounts, including the Operating
Account, the L/C Cash Collateral Account and the Revolving Credit Cash
Collateral Account, as described in the Credit Agreement, and all deposit
accounts maintained by the Debtor at banks other than the Secured Party;

                        (c)     all records relating to or pertaining to any of
the above, and all present and future books and records in any form, in or on
any media, including data processing materials in any form (including software,
tapes, discs and the like), whether in the possession of Debtor or any other
person; and

                        (d)     all present and future proceeds and products of
all of the foregoing in any form whatsoever and all rights, including rights to
the payment of money for any reason, arising on account of any sale, assignment,
lease, rental, license, exchange, liquidation, condemnation, taking, theft or
any disposition of any nature of, or any damage or casualty to, or any loss with
respect to, any of the foregoing or any rights or interests of Debtor in any of
the foregoing, including, without limitation, cash proceeds (including all
payments under any indemnities, warranties or guaranties payable with respect to
any of the foregoing), non-cash proceeds and proceeds acquired with cash
proceeds, whether any such proceeds constitute consumer goods, farm products,
equipment, inventory, documents of title, chattel paper, accounts, instruments
or general intangibles, and all proceeds of insurance policies insuring any of
the foregoing or any risks to Debtor associated with any of the foregoing.

                "Credit Agreement" shall mean, as the same may be amended,
modified, extended, renewed, supplemented or replaced from time to time, the
Third Amended and Restated Credit Agreement of even date herewith between the
Secured Party and the Debtor.

                "Debtor Notice Address" shall mean 10021 Balls Ford Road,
Manassas, Virginia 20109, attention: John L. Corse, President and Chief
Executive Officer.

                "good faith" shall mean, with respect to a determination,
request or other action to be made or taken by Secured Party "in good faith,"
that Secured Party shall make or take such determination, request or other
action honestly and not maliciously.

                "Obligations" shall mean, as the same may be amended, modified,
extended, renewed, supplemented, increased, refinanced, consolidated or replaced
from time to time, all present and future obligations, indebtedness and
liabilities of Debtor to Secured Party of every kind and nature, whether arising
under the Credit Agreement, this Agreement, other Credit Documents or otherwise
(including, without limitation. all principal amounts, including future
advances, interest charges, late charges, fees and all other charges and sums,
as well as all costs and expenses, including attorneys' fees and expenses,
payable or reimbursable by Debtor under or pursuant to the Credit Agreement,
this Agreement, other Credit Documents and otherwise), whether direct or
indirect, contingent or noncontingent, matured or unmatured, accrued or not
accrued, liquidated or unliquidated, secured or unsecured, related or unrelated
to the Credit



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Agreement or this Agreement, whether or not now contemplated, whether arising in
contract, tort or otherwise, whether the liability of Debtor with respect
thereto is joint or several or both whether or not any instrument or agreement
relating thereto specifically refers to this Agreement, and whether or not of
the same character or class as the obligations of Debtor under the Credit
Agreement, including, without limitation, reimbursement obligations of Debtor in
connection with letters of credit issued by Secured Party, obligations of Debtor
in connection with guaranties by Debtor of obligations, indebtedness or
liabilities to Secured Party of other persons, obligations of Debtor in
connection with overdrafts in any checking or other account of Debtor at Secured
Party, all claims against Debtor acquired by assignment to Secured Party, and
all claims of Secured Party against Debtor arising or re-arising on account of
or as a result of any payment made by Debtor or any other person with respect to
any obligations included in this definition which is rescinded or recovered from
or restored or returned by Secured Party under authority of any law, rule,
regulation, order of court or governmental agency, or in connection with any
compromise or settlement relating thereto or relating to any pending or
threatened action, suit or proceeding relating thereto, whether arising out of
any proceedings under the United States Bankruptcy Code or otherwise.

                "person" shall mean any individual, corporation, partnership,
joint venture, association, trust, Governmental Authority (or subdivision,
agency or department thereof) or other entity of any kind.

                "Receivables" shall mean all of the Debtor's accounts,
instruments, documents, chattel paper, general intangibles, notes, notes
receivable, reimbursements, commissions, fees, choses in action, and all other
rights or entitlements to moneys or property payable by any individual or entity
to the Debtor, now existing or hereafter created or arising, and all cash and
non-cash proceeds and products thereof, and all rights thereto including rights
in rejected, returned or repossessed goods arising from the sale of or providing
of goods or services by the Debtor.

                "Secured Party Notice Address" shall mean 1970 Chain Bridge
Road, Seventh Floor South, VA-1954, McLean, Virginia 22102, Attention: J. David
Linthicum, Vice President, Fax no. (703) 760-5817.


                  SECTION 2. SECURITY INTEREST AND COLLATERAL.

                2.1     Grant of Security Interest. As security for all of the
Obligations, whether or not any agreement or instrument relating to any
Obligations specifically refers to this Agreement or the security interest
created hereunder, Debtor hereby grants to Secured Party a lien and continuing
security interest in, and pledges and assigns to Secured Party, the Collateral.
The Debtor assigns, transfers and sets over to the Secured Party all of the
Debtor's right, title and interest in and to, and confirms and grants to the
Secured Party a continuing security interest in, all amounts that may be owing
at any time and from time to time by the Secured Party to the Debtor in any
capacity, including, but not limited to, any balance or share belonging to the
Debtor of any deposit or other account with the Secured Party, which security
interest shall be independent of and in addition to any right of set-off which
the Secured Party may possess.


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Even if the Obligations shall at any time or from time to time be paid in full,
Secured Party's security interest shall continuously exist until this Agreement
has been terminated, the Obligations have been paid in full and there exists no
contingent or noncontingent commitment by Secured Party which could give rise to
any Obligations.

                2.2     Notices, Additional Documents. Debtor agrees to execute
and deliver to Secured Party, or cause to be executed and delivered to Secured
Party, from time to time promptly after request by Secured Party and in form and
content reasonably satisfactory to Secured Party, such security agreements,
financing statements, amendments of financing statements, assignments of
financing statements, security interest filing statements, mortgages, deeds of
trust, assignments, notices, consents and other documents as Secured Party may
reasonably request in good faith in order to confirm, supplement, preserve,
protect or perfect, or to maintain the perfection of, Secured Party's security
interest in the Collateral and Secured Party's rights under this Agreement. In
the case of any contract entered into by Debtor with the United States of
America or any State, county, municipality or other governmental entity, or any
department or agency thereof (a) if the aggregate amount which is due or,
through performance of Debtor or otherwise, which may become due under such
contract exceeds One Million Dollars ($1,000,000.00), Debtor agrees to notify
Secured Party thereof promptly; and (b) if requested by Secured Party, Debtor
agrees to execute and deliver to Secured Party, or cause to be executed and
delivered to Secured Party, from time to time promptly after request by Secured
Party and in form and content reasonably satisfactory to Secured Party, such
agreements, notices, consents, assignments, acknowledgments and other documents
as Secured Party may reasonably request, and to do such other things as Secured
Party may reasonably request, in order that all sums due and to become due to
Debtor under or in connection with such contract shall be duly assigned and paid
to Secured Party in accordance with the Federal Assignment of Claims Act and/or
any other laws, rules and regulations relating to the assignment or payment of
such contract and sums.

                2.3     Additional Warranties, Agreements Concerning Collateral.
Debtor warrants and agrees that:

                        (a)     no financing statement, mortgage, deed of trust,
assignment, notice of lien or other security document publicizing a security
interest in or lien upon any of the Collateral is or will be on file in any
recording or filing office, except for financing statements or other security
documents publicizing liens permitted by Subsection 7.3 of the Credit Agreement
(other than liens for taxes), and the Collateral is and shall remain free and
clear of all liens, security interests and encumbrances of every kind, except
for such permitted liens;

                        (b)     Debtor will not, without Secured Party's prior
written consent, sell, assign, transfer, convey or lease, or suffer or permit to
occur any sale, assignment, transfer, conveyance or lease of any of the
Collateral, or any interest therein, except for transactions in the ordinary
course of business;

                        (c)     Debtor will use prudent business judgment in
extending credit to account debtors and other customers of Debtor;

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                        (d)     Debtor will not permit, consent to or agree to,
without Secured Party's prior written consent, any material extension,
modification or compromise of any kind with respect to any Receivable, other
than in the ordinary course of Debtor's business;

                        (e)     whenever requested by Secured Party and
periodically if Secured Party shall so request, Debtor will promptly deliver to
Secured Party, with such indorsements and/or assignments as Secured Party may
from time to time request in good faith, all promissory notes and other
instruments, certificates, chattel paper, guaranties and documents of title, as
well as other documents reasonably requested by Secured Party, previously or
hereafter coming into Debtor's possession or control and constituting,
evidencing, securing, guaranteeing or otherwise relating to, any of the
Collateral or proceeds of any of the Collateral;

                        (f)     no check, draft, money order or other item of
payment made or applied on account of any of the Obligations shall constitute a
final payment to Secured Party unless and until the item of payment shall be
honored and finally paid to Secured Party in immediately available funds;

                        (g)     a carbon, photographic or other reproduction of
this Agreement or any financing statement signed by Debtor in connection with
this Agreement shall be sufficient as a financing statement; and

                        (h)     Debtor may make no withdrawals from the L/C Cash
Collateral Account or the Revolving Credit Cash Collateral Account until and
only to the extent that the balance in the L/C Cash Collateral Account exceeds
110% of the L/C Exposure, as defined in the Credit Agreement, and the balance in
the Revolving Credit Cash Collateral Account exceeds 110% of the Revolving
Credit Facility Ceiling, as defined in the Credit Agreement.


                               SECTION 3. DEFAULT

                3.1     Remedies. Upon and at any time after the occurrence of
any Event of Default, Secured Party may, without notice or demand, exercise in
any jurisdiction in which enforcement hereof is sought, the following rights and
remedies, in addition to the rights and remedies available to Secured Party
under the Credit Agreement and other Credit Documents, the rights and remedies
of a secured party under the Uniform Commercial Code and all other rights and
remedies available to Secured Party under law, all such rights and remedies
being cumulative and enforceable alternatively, successively or concurrently:

                        (a)     take exclusive possession of any or all of the
Collateral from time to time and/or place a custodian in exclusive possession of
any or all of the Collateral from time to time and, so far as Debtor may give
authority therefor, enter upon any premises on which any of the Collateral may
be situated and remove the same therefrom, Debtor hereby waiving any and all
rights to prior notice and to judicial hearing with respect to repossession of
Collateral, and/or require Debtor, at Debtor's expense, to assemble and deliver
any or all of the Collateral to such place or places as Secured Party may
reasonably request;


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                        (b)     enforce the liens and security interests granted
to Secured Party hereunder and under the other Credit Documents by collecting or
liquidating all or any part of the Collateral or selling, assigning, leasing,
renting, licensing or otherwise disposing of all or any part of the Collateral
or any interest therein, in one or more parcels, at the same or different times,
at public or private sale or disposition, or otherwise;

                        (c)     demand, compromise, collect, sue for and receive
any money or property at any time due, payable or receivable on account of any
or all accounts, promissory notes or other instruments, guaranties, chattel
paper, security agreements, contract rights, tax refunds or other Receivables or
general intangibles of Debtor, or on account of any or all other debts,
liabilities or obligations payable to Debtor;

                        (d)     institute any proceeding or proceedings to
enforce any of the Obligations and any security interests, liens or other rights
or interests of Secured Party;

                        (e)     sign Debtor's name on any invoices to, drafts
against and other notices and documents to account debtors or other obligors of
Debtor and requests for verification of accounts and other amounts which may be
due to Debtor;

                        (f)     execute proofs of claim and loss on behalf of
Debtor;

                        (g)     set off and apply all Collateral and proceeds of
Collateral delivered to Secured Party or coming into Secured Party's possession
or control from time to time to such of the Obligations, whether matured or
unmatured, as Secured Party may determine in its discretion, or hold the same as
security for any contingent or future Obligations;

                        (h)     at Debtor's expense, continue or complete, or
cause to be continued or completed, performance of Debtor's obligations under
any contracts of Debtor, and collect all income and revenues therefrom; and/or

                        (i)     use, operate, manage, control and exercise all
rights of Debtor relating to the Collateral and any other assets of Debtor, and
collect all income and revenues therefrom.

                3.2     Collateral Dispositions. Debtor agrees that commercial
reasonableness and good faith require Secured Party to give Debtor no more than
ten (10) Business Days prior written notice of the time and place of any public
disposition of Collateral or of the time after which any private disposition or
any other intended disposition is to be made. All sales or other dispositions of
Collateral may be made for cash, upon credit or for future delivery. In no event
shall Debtor be credited with any part of the proceeds of liquidation, sale or
other disposition of any Collateral until final payment thereon has been
received by Secured Party in immediately available funds, and Secured Parry
shall have no obligation to delay any liquidation, sale or other disposition
because the same may result in the imposition of any forfeiture, premium or
penalty.

                3.3     Expenses. Debtor agrees to pay to Secured Party, upon
demand by Secured Party from time to time, the amount of all expenses, including
reasonable attorneys' fees


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and expenses, paid or incurred by Secured Party (a) in exercising or enforcing
or, after the occurrence of an Event of Default, consulting with counsel
concerning, any of its rights hereunder or under law, or (b) in defending any
and all non-meritorious or previously waived demands, claims, counterclaims,
cross-claims, causes of action, litigation and proceedings of every kind and
nature asserted, commenced or instituted against Secured Party, or any of
Secured Party's officers, directors, employees or agents, by Debtor, any
Subsidiary of Debtor or any Other Obligor on account of, as a result of or
relating to, any action taken or not taken by Secured Party in connection with
the Collateral or the enforcement or exercise by Secured Party of any rights or
remedies of Secured Party under this Agreement or under law unless caused by
Secured Party's negligence or willful misconduct. Debtor also agrees to pay to
Secured Party, upon demand by Secured Party from time to time, interest on the
outstanding amount of such expenses paid by Secured Party, from the date of
Secured Party's payment of such expenses until the same are paid in full by
Debtor, at the rate applicable to Revolving Credit Loans.

                        SECTION 4. ADDITIONAL PROVISIONS

                4.1     Further Assurances, Power of Attorney. Debtor agrees
promptly to do, make, execute and deliver all such additional and further acts,
things, deeds, assurances, instruments and documents as Secured Party may
reasonably request to vest in and assure to Secured Party its rights hereunder
or in any of the Collateral.

                4.2     Waiver of Trial by Jury. Debtor and Secured Party each
agrees that any action, suit or proceeding involving any claim, counterclaim or
cross-claim arising out of or in any way relating, directly or indirectly, to
this Agreement, or any liabilities, rights or interests of Debtor, Secured Party
or any other person arising out of or in any way relating directly or
indirectly, to this Agreement, shall be tried by a court and not by a jury. To
the fullest extent permitted by applicable law, Debtor and Secured Party each
hereby waives any right to trial by jury in any such action, suit or proceeding,
with the understanding and agreement that this waiver constitutes a waiver of
trial by jury of all claims, counterclaims and cross-claims against all parties
to such actions, suits or proceedings, including claims, counterclaims and
cross-claims against parties who are not parties to this Agreement, the Credit
Agreement or other Credit Documents. This waiver is knowingly, willingly and
voluntarily made by Debtor and Secured Party, and Debtor and Secured Party each
acknowledges and agrees that this waiver of trial by jury is a material aspect
of the agreements between Debtor and Secured Party and that no representations
of fact or opinion have been made by any person to induce this waiver of trial
by jury or to modify, limit or nullify its effect.

                4.3     Additional Waivers. Debtor hereby waives notice of each
and every one of the following acts, events and/or conditions and agrees that,
without necessity for any express reservation of rights against Debtor, neither
the occurrence or existence of any such act, event or condition, nor Secured
Party's commission of or omission to do any such act, event or condition, in any
number of instances, shall in any way release, discharge, impair or diminish any
of the Obligations, except as otherwise specifically agreed by Secured Party in
writing:

                        (a)     the amendment, modification, renewal, extension
or refinancing of, or the granting by Secured Party of any indulgence of any
nature with respect to, or the



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invalidity, voidability, unenforceability, compromise, settlement, release,
waiver, discharge or impairment, in whole or in part, of the Credit Agreement,
this Agreement, any of the other Credit Documents, any of the Obligations or any
obligation of any Other Obligor with respect to any of the Obligations;

                        (b)     the addition of any maker, guarantor, surety,
endorser, indemnitor or other person primarily or secondarily liable for or
obligated upon any of the Obligations;

                        (c)     assumption of any of the Obligations by any
other person, whether by assignment, sale, merger, consolidation, sublease,
conveyance or otherwise;

                        (d)     delivery to Secured Party or acceptance by
Secured Party of any promissory note or other instrument or writing evidencing
or otherwise relating to any of the Obligations;

                        (e)     the institution of any suit, the obtaining of
any judgment or the exercise of any other right or remedy against Debtor or any
Other Obligor;

                        (f)     the sale, exchange, pledge, release,
disposition, surrender, loss, destruction, damage to or impairment of, any
Collateral; and

                        (g)     the creation, perfection continuation,
amendment, modification, invalidity, voidability, unenforceability, compromise,
settlement, subordination, release, waiver, discharge, impairment or loss of
priority, in whole or in part, of, any security interest, lien, other
encumbrance directly or indirectly securing any of the Obligations.

Debtor also hereby waives, to the extent the same may be waived under applicable
law:

                        (a)     notice of acceptance by Secured Party of this
Agreement;

                        (b)     all claims, causes of action and rights of
Debtor against Secured Party on account of actions taken or not taken by Secured
Party in the exercise of Secured Party's rights or remedies under this Agreement
or under law, provided that the same did not arise from Secured Party's
negligence or willful misconduct;

                        (c)     all claims and causes of action of Debtor
against Secured Party for punitive, exemplary, indirect, special, consequential
or other non-compensatory damages;

                        (d)     all rights of redemption of Debtor with respect
to any of the Collateral;

                        (e)     in the event Secured Party seeks to repossess
any or all of the Collateral by judicial proceedings, any bonds or demands for
possession which otherwise may be required;


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                        (f)     all rights of Debtor to have marshalled the
Collateral or any other security for any of the Obligations;

                        (g)     diligence in the enforcement or collection of
all of the Obligations;

                        (h)     except as otherwise provided in the Credit
Agreement, presentment, protest, notice of protest and notice of non-payment
with respect to all of the Obligations; and

                        (i)     any duty or obligation of Secured Party to
disclose to Debtor any information concerning any other customer or client, or
prospective customer or client, of Secured Party. Debtor agrees that Secured
Party may exercise any or all of its rights and/or remedies under the Credit
Agreement, under this Agreement, under other Credit Documents and under law
without resorting to, without regard to, and regardless of the adequacy of, any
security or other sources of liability with respect to any of the Obligations.
Neither any failure nor any delay on the part of Secured Party in exercising any
right, power or remedy under the Credit Agreement, under this Agreement, under
other Credit Documents or under law shall operate as a waiver thereof, nor shall
a single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.

                4.4     Modifications. Notices. No modification or waiver of any
provision of this Agreement, and no consent by Secured Party to any failure of
Debtor to comply with any provision of this Agreement, shall in any event be
effective unless the same shall be in writing and signed by the person against
whom enforcement thereof is sought, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand upon Debtor in any circumstance shall entitle Debtor to any
other or further notice or demand in the same, similar or other circumstances.
All written notices and communications in connection with this Agreement shall
be deemed to have been given when hand-delivered to the party to whom directed,
transmitted by facsimile transmission or, if sent via Federal Express (or other
reputable commercial overnight courier), return receipt requested, three (3)
days after delivery of the return receipt to the sending party, provided that
any such notice or communication to the Debtor shall be hand-delivered or
transmitted to the Debtor, Attention: Chief Financial Officer, at the Debtor
Notice Address (or at such other address as the Debtor may specify to the
Secured Party in writing from time to time), with a copy to Jack L. Lewis,
Esquire, Shaw Pittman, 2300 N Street, N.W., Washington, D.C. 20037-1128, Fax no.
(202) 663-8007 (provided that no failure of the Secured Party or any other party
to provide such copy shall impair in any way the effectiveness of any such
notice or communication) and any such notice or communication to the Secured
Party shall be hand-delivered or transmitted to the Secured Party at the Secured
Party Notice Address (or such other address as the Secured Party may specify to
the Debtor in writing from time to time), with a copy to David S. Musgrave,
Esquire, Piper Marbury Rudnick & Wolfe LLP at 6225 Smith Avenue, Baltimore,
Maryland 21209-3600, Fax no. (410) 580-3222 (provided that no failure of the
Debtor or any other party to provide such copy shall impair in any way the
effectiveness of any such notice or communication).

                4.5     Survival, Merger and Counterparts. All representations,
warranties, covenants, conditions and agreements contained herein shall survive
the execution and delivery



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hereof. Debtor shall continue to observe, comply with and perform all
warranties, covenants, conditions and agreements to be observed, complied with
or performed by Debtor under this Agreement until all of the Obligations have
been paid in full, there exist no commitment by Secured Party which could give
rise to any Obligations and the security interests granted under this Agreement
have been released by Secured Party in writing. This Agreement and the other
Credit Documents executed in connection with this Agreement contain the entire
agreement of the parties with respect to the matters covered and the
transactions contemplated hereby and thereby, and no agreement, statement or
promise made by any party hereto, or by any employee, officer, agent or attorney
of any party hereto, which is not contained herein or therein, shall be valid or
binding. This Agreement may be executed in any number of counterparts and by
different parties on separate counterparts, each of which, when so executed and
delivered, shall be an original, but all such counterparts shall together
constitute one and the same agreement.

                4.6     Law, Jurisdiction, Transfers of Interests and
Unenforceabilitv. The performance and construction of this Agreement shall be
governed by the internal laws of the Commonwealth of Virginia (exclusive of
principles of conflicts of laws). The Debtor agrees that any suit, action or
proceeding instituted by the Secured Party with respect to the Collateral or
this Agreement may be brought in the United States District Court for the
Eastern District of Virginia or the Circuit Court of Fairfax County, Virginia.
In addition, any such suit, action or proceeding instituted by Secured Party may
be brought in such other courts in which jurisdiction and venue may be
appropriate. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, and each
reference in this Agreement to any of the parties hereto shall be deemed to
include the successors and assigns of such party, including, in the case of
Debtor, the debtor in possession or trustee in any case under any chapter of the
United States Bankruptcy Code in which Debtor is debtor. Debtor may not assign
this Agreement or any of its rights hereunder without Secured Party's prior
written consent. Subject to the provisions of Subsection 9.12 of the Credit
Agreement, Secured Party may at any time, in its discretion, assign, transfer or
pledge to any person, or grant to any person a security interest in. this
Agreement or any of its rights hereunder. In addition, subject to the provisions
of Subsection 9.12 of the Credit Agreement, Secured Party may sell, in such
amounts, upon such terms and to such persons as Secured Party may determine,
participations in its interest under this Agreement. In the case of each such
assignment, transfer, pledge, grant or sale, Secured Party may from time to time
provide to the assignee, transferee, pledgee, secured party or participant, any
information and documents (or copies thereat) relating to this Agreement and
related transactions, and relating to the business, assets, operations, business
prospects or financial condition of Debtor, Subsidiaries of Debtor and Other
Obligors. If any term, provision or condition, or any part thereof of this
Agreement shall for any reason be found or held invalid or unenforceable by any
court or governmental agency, such invalidity or unenforceability shall not
affect the remainder of such term, provision or condition, nor any other term,
provision or condition, and this Agreement shall survive and be construed as if
such invalid or unenforceable term, provision or condition had not been
contained herein or therein; provided, however, that if any rate of interest
provided under this Agreement does or shall exceed the maximum interest rate
which Debtor is permitted by law to contract or agree to pay, then such rate of
interest shall immediately be deemed to be reduced to such maximum rate and all
previous payments of interest in excess of the maximum rate shall be deemed to
have been payments in reduction of principal and not of interest.


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<PAGE>   11


                4.7     No Novation. All of the terms, covenants and conditions
of the Second Amended and Restated Security Agreement shall continue in full
force and effect, as amended and restated by this Agreement. This Agreement is
not intended to be, and shall not constitute, a substitution or novation of the
Second Amended and Restated Security Agreement.

                        IN WITNESS WHEREOF, Debtor and Secured Party have duly
executed this Agreement under seal as of the day and year first written above.




ATTEST/WITNESS:                          COMPUTER LEARNING CENTERS, INC.


    [SIG]                                By: /s/ JOHN L. CORSE         (SEAL)
--------------------------                   --------------------------
                                             John L. Corse
                                             Chief Executive Officer



 ATTEST/WITNESS:                         FIRST UNION NATIONAL BANK


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


STATE OF VIRGINIA
        -----------------------
COUNTY OF PRINCE WILLIAM
         ----------------------

                I HEREBY CERTIFY that on this 19th day of December, 2000, before
me, the undersigned, a Notary Public of said State, personally appeared John L.
Corse who acknowledged himself to be the President of Computer Learning Centers,
Inc., and that he, as such7 being authorized so to do, executed the foregoing
instrument on behalf of the said Computer Learning Centers, Inc., for the
purposes therein contained.

                WITNESS my hand and Notarial Seal.


                                           THERESA A. HUSSIN
                                           ---------------------------------
                                           Notary Public


My Commission expires: JUNE 30, 2004
                      ---------------------


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<PAGE>   12



STATE OF
         ----------------------------
COUNTY OF
         ----------------------------

                      I HEREBY CERTIFY on this ______ day of December, 2000,
    before me, the undersigned, a Notary Public of said State, personally
    appeared J. David Linthicum, who acknowledged himself to be the Vice
    President of First Union National Bank and that he. as such, being
    authorized so to do, executed the foregoing instrument on behalf of First
    Union National Bank, for the purposes therein contained.

                      WITNESS my hand and Notarial Seal.


                                                  ------------------------------
                                                  Notary Public



    My Commission expires:
                          -------------------------


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