Private Client Group

                                                     Merrill Lynch Business
                                                     Financial Services Inc.
                                                     222 North LaSalle Street
                                                     17th Floor
                                                     Chicago, Illinois 60601
                                                     (312)269-1349
                                                     FAX:(312)845-9093

                                                     December 4, 2002
Whitman Education Group, Inc.
4400 Biscayne Blvd.
Miami, FL 33137

                         Re: Amendment to Loan Documents

Ladies & Gentlemen:

This Letter Agreement will serve to confirm certain  agreements of Merrill Lynch
Business  Financial  Services Inc.  ("MLBFS") and Whitman  Education Group, Inc.
("Customer") with respect to: (i) that certain TERM LOAN AND SECURITY  AGREEMENT
dated as of March 21, 2001 between  MLBFS and Customer  (including  any previous
amendments and extensions thereof),  and (ii) all other agreements between MLBFS
and  Customer  or any  party  who has  guaranteed  or  provided  collateral  for
Customer's   obligations  to  MLBFS  (a  "Guarantor")  in  connection  therewith
(collectively,  the "Loan  Documents").  Capitalized  terms used  herein and not
defined herein shall have the meaning set forth in the Loan Documents.

Subject to the terms hereof,  effective as of the  "Effective  Date" (as defined
below), the Loan Documents are hereby amended as follows:

(a) The term  "Interest  Rate" shall mean a variable  per annum rate of interest
equal to the sum of 2.40% and the One-Month LIBOR. "One-Month LIBOR" shall mean,
as of the date of any  determination,  the  interest  rate  then  most  recently
published  in the  "Money  Rates"  section  of The Wall  Street  Journal  as the
one-month London Interbank Offered Rate. The Interest Rate will change as of the
date of  publication  in The Wall Street  Journal of a  One-Month  LIBOR that is
different from that  published on the preceding  Business Day. In the event that
The Wall Street  Journal  shall,  for any  reason,  fail or cease to publish the
One-Month  LIBOR,  MLBFS will choose a reasonably  comparable index or source to
use as the basis for the Interest Rate.

Except as expressly  amended  hereby,  the Loan Documents shall continue in full
force and effect upon all of their terms and conditions.

By their execution of this Letter Agreement,  the below-named  Guarantors hereby
consent to the foregoing  modifications to the Loan Documents,  and hereby agree
that the  "Obligations"  under their  respective  Unconditional  Guaranty and/or
agreements  providing  collateral shall extend to and include the Obligations of
Customer under the Loan Documents, as amended hereby.

Customer  and said  Guarantors  acknowledge,  warrant  and  agree,  as a primary
inducement to MLBFS to enter into this Agreement,  that: (a) no Default or Event
of Default has occurred and is continuing under the Loan Documents;  (b) each of
the  warranties of Customer in the Loan Documents are true and correct as of the
date  hereof  and shall be  deemed  remade as of the date  hereof;  (c)  neither
Customer nor any of said  Guarantors  have any claim against MLBFS or any of its
affiliates  arising out of or in connection with the Loan Documents or any other
matter whatsoever;  and (d) neither Customer nor any of said Guarantors have any
defense to payment of any amounts owing,  or any right of  counterclaim  for any
reason under, the Loan Documents.

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<PAGE>

Provided  that no Event of  Default,  or event  which with the giving of notice,
passage of time, or both, would constitute an Event of Default,  shall then have
occurred and be continuing under the terms of the Loan Documents, the amendments
and agreements in this Letter  Agreement will become  effective on the date (the
"Effective  Date")  upon  which:  (a)  Customer  and the  Guarantors  shall have
executed and returned the duplicate copy of this Letter  Agreement and the other
document enclosed herewith;  and (b) an officer of MLBFS shall have reviewed and
approved this Letter  Agreement and said other  document as being  consistent in
all respects with the original internal authorization hereof.

Notwithstanding the foregoing, if Customer and the Guarantors do not execute and
return the  duplicate  copy of this  Letter  Agreement  and said other  document
within 14 days from the date hereof,  or if for any other reason (other than the
sole  fault of MLBFS) the  Effective  Date shall not occur  within  said  14-day
period,  then all of said amendments and agreements  will, at the sole option of
MLBFS, be void.

Very truly yours,

Merrill Lynch Business Financial Services Inc.


By: __________________________________________________________
         Kent R. Wallbruch
         Senior Credit Manager

Accepted:

Whitman Education Group, Inc.


By: __________________________________________________________

Printed Name: ________________________________________________

Title: _______________________________________________________




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<PAGE>





                 MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.

Whitman Education Group, Inc.
December 4, 2002
Page No. 3


Approved:

Ultrasound Technical Services, Inc.

By: __________________________________________________________

Printed Name: ________________________________________________

Title: _______________________________________________________


Sanford Brown College, Inc.


By: __________________________________________________________

Printed Name: ________________________________________________

Title: _______________________________________________________


Colorado Technical University, Inc.


By: __________________________________________________________

Printed Name: ________________________________________________

Title: _______________________________________________________


CTU Corporation


By: __________________________________________________________

Printed Name: ________________________________________________

Title: _______________________________________________________