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                                                                   Exhibit 10.24


Heller Equity Capital Corporation
500 West Monroe Street
Chicago, Illinois 60661
312-441-7200

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Heller Equity Capital Corporation

                                    December_________, 1997

Career Education Corporation
2800 West Higgins Road
Hoffman Estates, Illinois 60195
Attention:  John M. Larson, Chairman
and Chief Executive Officer

Ladies and Gentlemen:

          The purpose of this letter is to set forth the agreement of Career
Education Corporation (the "Company") and Heller Equity Capital Corporation
("Heller") regarding representation of Heller on the Company's Board of
Directors (the "Board") following an initial public offering by the Company of
its common stock, $0.01 par value per share, pursuant to a registration
statement on Form S-1, Registration No. 333 - 38545 filed with the U.S.
Securities Exchange Commission (the "IPO"), and certain related matters.

          1.   Heller Directors. Subject to approval by the Company's
stockholders, in connection with the IPO, the Company agrees that Article V of
the Company's Amended and Restated Certificate of Incorporation (the
"Certificate") as filed with the secretary of the State of Delaware prior to the
consummation of the IPO shall designate a person nominated by Heller for one (1)
Class I director's position (the "Heller I Director") and an additional person
nominated by Heller for one (1) Class III director's position (the "Heller III
Director") on the Company's initial post-IPO board of directors. (Collectively,
the Heller I Director and the Heller III Director are sometimes referred to
herein as the "Heller Directors.") Heller hereby designates Patrick K. Pesch as
the initial Heller I Director and Thomas B. Lally as the initial Heller III
Director. Subject to Sections 3 and 5 below, for each annual meeting at which
the term of any Heller Director expires, the Company shall (a) cause such Heller
Director (or any replacement therefor designated in writing by Heller prior to
the last day for nomination by stockholders of directors for consideration at
such meeting, as set forth in the Company's By-laws) to be nominated for the
term applicable to the Class of the Heller Director proposed for re-election at
such meeting, (b) solicit proxies ("Management Proxies") from the Company's
stockholders to vote in favor of the election of such Heller Director, (c) cause
the shares represented by Management Proxies which are duly executed and
returned to the Company to appear for purposes of a quorum at such annual
meeting and (d) vote the shares represented by such Management Proxies which are
duly executed and returned to the Company in favor of such Heller Director.
Notwithstanding the foregoing, the Company shall not be required to vote any
Management 
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Proxy in favor of a Heller Director where (i) the stockholder granting such
Management Proxy appears at such meeting to vote or otherwise revokes such
Management Proxy or (ii) where the stockholder granting such Management Proxy
withholds authority to vote for the election of the Heller Director. Whenever a
person then designated as a Heller Director shall cease to serve as a director
of the Company for any reason prior to the expiration of the term for which such
Heller Director was elected, the Company shall cause the resulting vacancy (and
the resulting vacancies in committees of the Board of Directors) to be filled by
another person designated by Heller for the remainder of the term of the Heller
Director who ceased to serve as a director.

          2.   Committees. At all times during the tenure of one or more Heller
Directors on the Board of Directors of the Company, the Company shall cause a
Heller Director to be appointed to each of the audit and compensation
committees, and the nominating committee (if established as Board), of the Board
of Directors (and any successor committees). Notwithstanding the foregoing, if a
Heller Director appointed to the compensation committee of the Board of
Directors fails at any time to qualify as an "outside director," as defined in
the regulations promulgated by the Internal Revenue Service under Section 162
(m) ("Section 162(m)") of the Internal Revenue Code of 1986, as amended, then,
to the extent stock option and other compensation awards to any of the Company's
executive officers are intended to qualify as "performance-based" compensation
under Section 162 (m), such Heller Director will excuse himself from any
determinations with respect to such awards and will not be considered part of
the compensation committee for purposes thereof.

          3.   Reduction in Number of Heller Directors. Notwithstanding any
provision of Sections 1 or 2 to the contrary, in the event that Heller and its
Approved Transferees (as defined in paragraph 6 below), if any, cease to own,
collectively, securities representing (or converting into other securities
representing) at least 25% of the aggregate voting power of the Company's
outstanding capital stock, the rights of Heller pursuant to Sections 1 and 2
shall terminate with respect to the Heller Director whose then current term is
the later to expire following the date on which Heller's ownership falls below
such 25% threshold; provided, that such Heller Director shall serve out the
balance of his or her then current term on the Board of Directors in accordance
with the Certificate and the Company's By-Laws. Following any such termination,
Heller's rights hereunder with respect to the remaining Heller Director shall
remain in full force and effect, subject only to termination in accordance with
Section 5 below.

          4.   Heller Representative. So long as this Agreement remains in
effect, Heller shall also have the right to have one other person (as such
person may be designated or redesignated from time to time, the "Heller
Representative") present (whether in person or by telephone) at all meetings of
the Company's Board of Directors and at all meetings of committees thereof which
are attended by a Heller Director. The Heller Representative shall not be
entitled to vote at any such meetings. The Company shall send to the Heller
Representative all of the notices, information and other materials that are
distributed to  

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directors of the Company at the same time, and in the same manner, as the same
are distributed to the directors of the Company. The Heller Representative will
be subject to the Company's insider trading and similar policies and will
execute reasonable confidentiality and other agreements intended to protect the
interests of the Company and the Board of Directors.

          5.   Termination. Upon Heller and its Approved Transferees, if any,
ceasing to own, collectively, securities representing (or convertible into other
securities representing) at least 10% of the aggregate voting power of the
Company's outstanding capital stock, this Agreement will terminate, and Heller
and its Approved Transferees, if any, will have no continuing rights hereunder.

          6.   General. The agreement set forth in this letter will be governed
and enforced in accordance with the laws of the State of Delaware, without
giving effect to that State's principles of conflicts of laws. The rights
granted to Heller hereunder may not be assigned, transferred or sold in
connection with the sale of voting securities of the Company, other than to
Heller Financial, Inc., a Delaware corporation ("HFI"), or to a wholly-owned
subsidiary of Heller or HFI (collectively, the "Approved Transferees"), but
shall be solely for the benefit of Heller (or any Approved Transferee in the
event of a transfer thereto) so long as Heller and its Approved Transferees
hold, collectively, not less than the requisite amount of such securities
described in Section 5 above.

          7.   This letter agreement may be executed in any number of
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

                           [Signature page follows]

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          The Company's execution of this letter will confirm its acceptance of
this letter as the agreement between the Company and Heller regarding the
matters set forth herein.


                                       Very truly yours,
 
                                       HELLER EQUITY CAPITAL CORPORATION
 

                                       By:_________________________
                                       Name:_______________________
                                       Title:______________________
 


Accepted and agreed to as of the date of
this letter.
 
CAREER EDUCATION CORPORATION
 
 
By:_________________________
Name:_______________________
Title:______________________

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