<PAGE>
                                                                   Exhibit 10.11



                               SEVERANCE AGREEMENT

      SEVERANCE AGREEMENT (the "Agreement") dated _____________, ____
("Effective Date") between _____________ ("Employee") and Universal Technical
Institute, Inc., a Delaware corporation (the "Company").

      WHEREAS, in order to accomplish its objectives, the Company believes it is
essential that certain of its executives, such as Employee, be encouraged to
remain with the Company during management transition and thereafter and in the
event there is any change in corporate structure which results in a Change in
Control.

      WHEREAS, Employee wishes to have the protection provided for in this
Agreement and, in exchange for such protection, is willing to give to the
Company, under certain circumstances, a covenant not to compete.

      NOW, THEREFORE, the parties hereto agree as follows:

      1.    DEFINITIONS.

            a. "Board of Directors" means the Board of Directors of the Company.

            b. "Business" means (a) ownership and operation of private
      post-secondary educational institutions, the primary educational program
      of which teaches motorcycle, marine, automotive, diesel, and collision
      repair and refinishing technologies, or (b) any similar or incidental
      business conducted, or engaged in, by the Company Group prior to the date
      hereof or at any time during the Term.

            c. "Cause" means any of the following:

                  (i) Employee's conviction of, or plea of guilty or nolo
            contendere to, a felony or a crime involving embezzlement,
            conversion of property or moral turpitude;

                  (ii) a finding by a majority of the Board of Directors of
            Employee's fraud, embezzlement or conversion of the Company's
            property;

                  (iii) Employee's conviction of, or plea of guilty or nolo
            contendere to, a crime involving the acquisition, use or expenditure
            of federal, state or local government funds or the unlawful use,
            possession or sale of illegal substances;

                  (iv) an administrative or judicial determination that Employee
            committed fraud or any other violation of law involving federal,
            state or local government funds;
<PAGE>
                  (v) a finding by a majority of the Board of Directors of
            Employee's knowing breach of any of Employee's fiduciary duties to
            any company in the Company Group or the Company's stockholders or
            making of a misrepresentation or omission which breach,
            misrepresentation or omission would reasonably be expected to
            materially adversely affect the business, properties, assets,
            condition (financial or other) or prospects of any company in the
            Company Group;

                  (vi) Employee's neglect or failure to discharge the material
            duties, responsibilities or obligations prescribed by this Agreement
            or any other agreement between Employee and any company in the
            Company Group;

                  (vii) Employee's alcohol or substance abuse, which materially
            interferes with Employee's ability to discharge the duties,
            responsibilities and obligations prescribed by this Agreement;
            provided, that Employee has been given notice and 30 days from such
            notice fails to cure such abuse;

                  (viii) Employee's personal (as opposed to the Company's)
            material and knowing failure, to observe or comply with Regulations
            whether as an officer, stockholder or otherwise, in any material
            respect or in any manner which would reasonably be expected to have
            a material adverse effect in respect of the Company Group's ongoing
            business, operations, conditions, other business relationship or
            properties.

            d. "Change in Control" means: (i) any sale, lease, exchange, or
      other transfer (in one transaction or series of related transactions) of
      all or substantially all the Company's assets to any person or group of
      related persons under Section 13(d) of the Exchange Act ("Group"); (ii)
      the Company's shareholders approve and complete any plan or proposal for
      the liquidation or dissolution of the Company; (iii) any person or Group
      becomes the beneficial owner, directly or indirectly, of shares
      representing more than 50% of the aggregate voting power of the issued and
      outstanding stock entitled to vote in the election of directors of the
      Company ("Voting Stock") and such person or Group has the power and
      authority to vote such shares; (iv) any person or Group acquires
      sufficient shares of Voting Stock to elect a majority of the members of
      the Board; or (v) the completion of a merger or consolidation of the
      Company with another entity in which holders of the Stock immediately
      before the completion of the transaction hold, directly or indirectly,
      immediately after the transaction, 50% or less of the common equity
      interest in the surviving corporation in the transaction. Notwithstanding
      the foregoing, in no event will a Change in Control be deemed to have
      occurred as a result of an initial public offering of the Stock.

            e. "Code" means the Internal Revenue Code of 1986, as amended, and
      the regulations promulgated thereunder.


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<PAGE>
            f. "Company Group" shall mean the Company and the entities listed on
      Schedule 1.

            g. "Confidential Information" means any confidential information
      including, without limitation, any study, data, calculations, software
      storage media or other compilation of information, patent, patent
      application, copyright, "know-how", trade secrets, customer lists, details
      of client or consultant contracts, pricing policies, operational methods,
      marketing plans or strategies, product development techniques or plans,
      business acquisition plans or any portion or phase of any scientific or
      technical information, ideas, discoveries, designs, computer programs
      (including source of object codes), processes, procedures, formulae,
      improvements or other proprietary or intellectual property of the Company
      Group, whether or not in written or tangible form, and whether or not
      registered, and including all files, records, manuals, books, catalogues,
      memoranda, notes, summaries, plans, reports, records, documents and other
      evidence thereof. Notwithstanding the foregoing, the term "Confidential
      Information" does not include, and there shall be no obligation hereunder
      with respect to, information that is or becomes generally available to the
      public other than as a result of a disclosure by the Employee not
      permissible hereunder.

            h. "Good Reason," when used with reference to a voluntary
      termination by Employee of Employee's employment with the Company, shall
      mean (i) a material reduction in Employee's authority, perquisites,
      position or responsibilities (other than such a reduction which affects
      all of the Company's senior executives on a substantially equal or
      proportionate basis), or (ii) a requirement that Employee relocate greater
      than 50 miles from Employee's primary work location.

            i. "Market" means any county in the United States of America and
      each similar jurisdiction in any other country in which the Business was
      conducted by or engaged in by the Company Group prior to the date hereof
      or is conducted or engaged in by the Company Group at any time during the
      Term.

            j. "Regulations" means any laws, ordinances, regulations or rules of
      any governmental, regulatory or administrative body, agent or authority,
      any court or judicial authority, or any public, private or industry
      regulatory authority.

            k. "Term" means the period commencing on the Effective Date and
      terminating three years after the Effective Date; provided, however, that
      the Term shall automatically be extended for successive additional one
      year periods unless either party to this Agreement provides the other
      party with notice of termination of this Agreement at least six months
      prior to the expiration of the original three-year period or any one-year
      period thereafter.

            l. "Termination Date" shall mean the effective date as provided
      hereunder of the termination of Employee's employment.


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<PAGE>
      2.    TERMINATION OF EMPLOYMENT WITHIN 12 MONTHS AFTER A CHANGE IN CONTROL
            WHICH OCCURS DURING THE TERM.

            a. Employee's employment may be terminated by the Company for Cause
      at any time, effective upon the giving to Employee of written notice of
      termination specifying in detail the particulars of the conduct of
      Employee deemed by the Company to justify such termination for Cause.

            b. Employee's employment may be terminated by the Company without
      Cause at any time, effective upon the giving to Employee of a written
      notice of termination specifying that such termination is without Cause.

            c. Employee may terminate Employee's employment with the Company at
      any time.

            d. Upon a termination by the Company of Employee's employment for
      Cause within 12 months after a Change in Control which occurs during the
      Term, Employee shall be entitled only to the payments specified in Section
      3.a. below. Upon a termination by the Company of Employee's employment
      without Cause within 12 months after a Change in Control which occurs
      during the Term, Employee shall be entitled to all of the payments and
      benefits specified in Section 3 below; provided that, the amount payable
      under Section 3.b. below shall be reduced to the extent necessary so that
      the total of all payments to Employee under Section 3 and otherwise due to
      a Change in Control do not (i) constitute an "excess parachute payment"
      (as defined in Section 280G of the Code) and (ii) cause the Employee to be
      required to pay an excise tax under Section 4999 of the Code. If such
      reduction is necessary, the aggregate amount payable to Employee under
      Section 3.b. shall be reduced to the largest amount that would result in
      no portion of the amounts payable to the Employee upon a Change in Control
      being subject to the excise tax under Section 4999 of the Code. The
      determination of the reductions to be made shall be made by the Company's
      certified public accountants for the year immediately prior to the
      Termination Date, and such determination shall be conclusive and binding
      upon the Company and the Employee.

            e. If Employee voluntarily terminates Employee's employment within
      12 months after a Change in Control which occurs during the Term, Employee
      shall notify the Company in writing if Employee believes the termination
      is for Good Reason. Employee shall set forth in reasonable detail why
      Employee believes there is Good Reason. If such termination is for Good
      Reason, Employee shall be entitled to all of the payments and benefits
      specified in Section 3 below; provided that, the amount payable under
      Section 3.b. below shall be reduced to the extent necessary so that the
      total of all payments to Employee under Section 3 and otherwise due to a
      Change in Control do not (i) constitute an "excess parachute payment" (as
      defined in Section 280G of the Code) and (ii) cause the Employee to be
      required to pay an excise tax under Section 4999 of the Code. If such
      reduction is necessary, the aggregate amount payable to Employee


                                       4
<PAGE>
      under Section 3.b. shall be reduced to the largest amount that would
      result in no portion of the amounts payable to the Employee upon a Change
      in Control being subject to the excise tax under Section 4999 of the Code.
      The determination of the reductions to be made shall be made by the
      Company's certified public accountants for the year immediately prior to
      the Termination Date, and such determination shall be conclusive and
      binding upon the Company and the Employee.

      If such voluntary termination is for other than Good Reason, then Employee
      shall be entitled only to the payments specified in Section 3.a. below.

      3. PAYMENTS AND BENEFITS UPON TERMINATION OF EMPLOYMENT WITHIN 12 MONTHS
AFTER A CHANGE IN CONTROL WHICH OCCURS DURING TERM. To the extent provided in 2
above, upon termination of Employee's employment within 12 months after a Change
in Control which occurs during the Term, Employee shall receive the following
payments and benefits:

            a. The Company shall pay to Employee on the Termination Date (i) the
      full base salary earned by Employee through the Termination Date and
      unpaid at the Termination Date, plus (ii) any bonus earned by Employee
      through the Termination Date and unpaid at the Termination Date; (iii)
      credit for any vacation earned by Employee through the Termination Date
      but not taken at the Termination Date, plus (iv) all other amounts earned
      by Employee and unpaid as of the Termination Date.

            b. The Company shall pay to Employee, in equal installments in
      accordance with Company's regular payroll periods and practices, an amount
      equal to x/12(1/) multiplied by Employee's base annual salary at the
      highest rate in effect at any time during the twelve months immediately
      preceding the Termination Date. In addition, the Company shall pay to
      Employee, in equal installments in accordance with the Company's regular
      payroll periods and practices, x/12 (1/) multiplied by Employee's targeted
      bonus for the fiscal year in which the Termination Date occurs prorated to
      the Termination Date.

            c. The Company shall provide to Employee for a period of twelve
      months after the Termination Date medical and/or dental coverage under the
      medical and dental plans maintained by the Company. The Employee does not
      have to pay any premiums for this coverage. This extended coverage shall
      run concurrently with any period of continuation coverage to which the
      Employee is entitled under Section 601 of ERISA. Upon Employee's
      re-employment during such period, to the extent covered by the new
      employer's plan, coverage under the


-------------
1/ For purposes of this Section 3(b), the numerator "x" shall be twelve unless a
court of competent jurisdiction determines the Restricted Period in paragraph
7(a)(i)(A) should be less than twelve months, in which case the numerator "x"
shall be the number of months so determined by the court to be reasonably
necessary to protect the Company's legitimate business interests.


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<PAGE>
      Company's plan shall lapse, subject to any continuation of coverage rights
      under Section 601 of ERISA. Additionally, the Company shall pay to
      Employee in equal installments in accordance with Company's regular
      payroll periods and practices, an amount equal to, with respect to each
      non-vested option to purchase Company stock held by the Employee which
      would have vested within the twelve (12) month period following the
      Termination Date, the excess, if any, of the fair market value (determined
      as of the Termination Date) of the Company stock subject to such option
      over the exercise price of such option.

      Employee's participation in and/or coverage under all other employee
      benefit plans, programs or arrangements sponsored or maintained by the
      Company shall cease to be effective as of the Termination Date, unless the
      terms of an insured employee benefit plan, program or arrangement provide
      for an earlier date of termination due to an actively at work requirement
      that ceases to be satisfied prior to the Termination Date.

            d. The Company shall pay the reasonable costs of outplacement
      services selected by the Company.

      4. MITIGATION OR REDUCTION OF BENEFITS. Employee shall not be required to
mitigate the amount of any payment provided for in Section 3 by seeking other
employment or otherwise. Except as otherwise specifically set forth herein, the
amount of any payment or benefits provided in Section 3 shall not be reduced by
any compensation or benefits or other amounts paid to or earned by Employee as
the result of employment by another employer after the Termination Date or
otherwise.

      5. EMPLOYEE EXPENSES AFTER CHANGE IN CONTROL. If Employee's employment is
terminated by the Company within 12 months after a Change in Control which
occurs during the Term and there is a dispute with respect to this Agreement,
then all Employee's costs and expenses (including reasonable legal and
accounting fees) incurred by Employee (a) to defend the validity of this
Agreement, (b) if Employee's employment has been terminated for Cause, to
contest such termination, (c) to contest any determinations by the Company
concerning the amounts payable by the Company under this Agreement, or (d) to
otherwise obtain or enforce any right or benefit provided to Employee by this
Agreement, shall be paid by the Company if Employee is the prevailing party.

      6. RELEASE. Notwithstanding anything to the contrary stated in this
Agreement, no benefits will be paid pursuant to Section 3 except under Section
3.a. prior to execution by Employee of a release to the Company in the form
attached as Exhibit A.

      7. COVENANT NOT TO COMPETE. Benefits payable pursuant to Sections 3.b,
3.c, and 3.e, are subject to the following restrictions.

            a. Post-Termination Restrictions.

                  (i) Employee acknowledges that services to be provided give
            Employee the opportunity to have special knowledge of the Company
            and


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            its Confidential Information and the capabilities of individuals
            employed by or affiliated with the Company and that interference in
            these relationships would cause irreparable injury to the Company.
            In consideration of this Agreement, Employee covenants and agrees
            that:

                        (A) From the date hereof until twelve (12) months (or
                  for six (6) months if a court finds that twelve (12) months
                  are unreasonable) after the termination of the Term (the
                  "Restricted Period"), Employee will not, without the express
                  written approval of the Chief Executive Officer of the
                  Company, directly or indirectly, anywhere in the Market, in
                  one or a series of transactions, own, manage, operate,
                  control, invest or acquire an interest in or otherwise engage
                  or participate in, whether as a proprietor, partner,
                  stockholder, lender, director, officer, employee, joint
                  venturer, investor, lessor, agent, representative or other
                  participant, any business which competes, directly or
                  indirectly, with the Business in the Market ("Competitive
                  Business") without regard to (a) whether the Competitive
                  Business has its office or other business facilities within or
                  without the Market, (b) whether any of the activities of the
                  Employee referred to above occur or are performed within or
                  without the Market, or (c) whether the Employee resides, or
                  reports to an office, within or without the Market; provided,
                  however, that (x) the Employee may, anywhere in the Market,
                  directly or indirectly, in one or a series of transactions,
                  own, invest or acquire an interest in up to five percent (5%)
                  of the capital stock of a corporation whose capital stock is
                  traded publicly, or (y) Employee may accept employment with a
                  successor company to the Company.

                        (B) Without regard to the reason for Employee's
                  termination, from the date hereof until twelve (12) months
                  after the termination of the Term (which shall not be reduced
                  by (x) any period of violation of this Agreement by Employee
                  or (y) if the Company is the prevailing party in any
                  litigation to enforce its rights under this Section 7, the
                  period which is required for such litigation), Employee will
                  not, without the express prior written approval of the Chief
                  Executive Officer of the Company, directly or indirectly, in
                  one or a series of transactions: (a) recruit, solicit or
                  otherwise induce or influence any proprietor, partner,
                  stockholder, lender, director, officer, employee, sales agent,
                  joint venturer, investor, lessor, customer, agent,
                  representative or any other person which has a business
                  relationship with the Company Group or had a business
                  relationship with the Company Group within the twenty-four
                  (24) month period preceding the date of the incident in
                  question, to discontinue, reduce or modify such employment,
                  agency or business relationship with the Company Group; or (b)
                  employ or seek to employ or cause any Competitive


                                       7
<PAGE>
                  Business or any other private post secondary educational
                  institution to employ or seek to employ any person or agent
                  who is then (or was at any time within twenty-four (24) months
                  prior to the date the Employee or the Competitive Business
                  employs or seeks to employ such person) employed or retained
                  by the Company Group. Notwithstanding the foregoing, nothing
                  herein shall prevent the Employee from providing a letter or
                  recommendation to an employee with respect to a future or any
                  other employment opportunity.

                        (C) The scope and term of this Section 7 would not
                  preclude Employee from earning a living with an entity that is
                  not a Competitive Business.

                  (ii) Upon the determination of a majority of the Board of
            Directors that Employee has breached Employee's obligations in any
            material respect under this Section 7, the Company, in addition to
            pursuing all available remedies under this Agreement, at law or
            otherwise, and without limiting its right to pursue the same, shall
            cease all payment to Employee under this Agreement.

            b. Acknowledgment Regarding Restrictions. Employee recognizes and
      agrees that the restraints contained in Section 7.a. (both separately and
      in total) are reasonable and should be fully enforceable in view of the
      high level positions Employee has had with the Company, and the Company's
      legitimate interests in protecting its Confidential Information and its
      goodwill and relationships. Employee specifically hereby acknowledges and
      confirms that Employee is willing and intends to, and will, abide fully by
      the terms of Section 7.a. of this Agreement. Employee further agrees that
      the Company would not have adequate protection if Employee were permitted
      to work in a Competitive Business in violation of the terms of this
      Agreement since the Company would be unable to verify whether its
      Confidential Information was being disclosed and/or misused.

            c. Company's Right to Injunctive Relief. In the event of a breach or
      imminent breach of any of Employee's duties or obligations in this
      Agreement, including without limitation Employee's duties and
      responsibilities under the terms and provisions of Section 7.a. of this
      Agreement, the Company shall be entitled to immediately cease all payments
      and benefits to Employee under Section 3.b. and, in the event of an actual
      breach, require Employee to disgorge and repay to Company all payments and
      benefits previously paid to or conferred upon Employee under this
      Agreement. Employee agrees that if Employee breaches any duties or
      obligations Employee has under this Agreement, that Employee has no right
      to any money under this Agreement that Employee must return any money paid
      to Employee hereunder, and that Employee forfeits any right to receive
      money under this Agreement. In addition to any other legal or equitable
      remedies the Company may have (including any right to damages that it


                                       8
<PAGE>
      may suffer), the Company shall be entitled to temporary, preliminary and
      permanent injunctive relief restraining such breach or imminent breach.
      Employee hereby expressly acknowledges that the harm which might result to
      Company's business as a result of noncompliance by Employee with any of
      the provisions of Section 7.a. would be largely irreparable. Employee
      specifically agrees that if there is a question as to the enforceability
      of any of the provisions of Section 7.a. hereof, Employee will not engage
      in any conduct inconsistent with or contrary to such Section until after
      the question has been resolved by a final judgment of a court of competent
      jurisdiction. Employee undertakes and agrees that if Employee breaches or
      threatens to breach the Agreement, Employee shall be liable for any
      attorneys' fees and costs incurred by Company in enforcing its rights
      hereunder.

            d. Employee Agreement to Disclose this Agreement. Employee agrees to
      disclose, during the twelve-month period following a Termination Date
      described in the second sentence of Section 2.d, the terms of this Section
      7 to any potential future employer.

      8.    CONFIDENTIAL INFORMATION.

            a. During and after the Term, Employee will not, directly or
      indirectly, in one or a series of transactions, disclose to any person, or
      use or otherwise exploit for the Employee's own benefit or for the benefit
      of anyone other than the Company, any Confidential Information, whether
      prepared by Employee or not; provided, however, that any Confidential
      Information may be disclosed (i) to officers, representatives, employees
      and agents of the Company who need to know such Confidential Information
      in order to perform the services or conduct the operations required or
      expected of them in the Business, and (ii) in good faith by the Employee
      in connection with the performance of Employee's duties hereunder.
      Employee shall use Employee's best efforts to prevent the removal of any
      Confidential Information from the premises of the Company, except as
      required in Employee's normal course of employment by the Company.
      Employee shall use Employee's best efforts to cause all persons or
      entities to whom any Confidential Information shall be disclosed by
      Employee hereunder to observe the terms and conditions set forth herein as
      though each such person or entity was bound hereby. Employee shall have no
      obligation hereunder to keep confidential any Confidential Information if
      and to the extent disclosure of any thereof is specifically required by
      law; provided, however, that in the event disclosure is required by
      applicable law, the Employee shall provide the Company with prompt notice
      of such requirement, prior to making any disclosure, so that the Company
      may seek an appropriate protective order. At the request of the Company,
      Employee agrees to deliver to the Company, at any time during the Term, or
      thereafter, all Confidential Information which Employee may possess or
      control. Employee agrees that all Confidential Information of the Company
      (whether now or hereafter existing) conceived, discovered or made by
      Employee during the Term exclusively belongs to the Company (and not to
      Employee). Employee will promptly disclose such Confidential Information,
      to the Company


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<PAGE>
      and perform all actions reasonably requested by the Company to establish
      and confirm such exclusive ownership.

            b. The terms of Section 7 shall survive the termination of this
      Agreement regardless of who terminates this Agreement, or the reasons
      therefor.

      9. NOTICE. All notices hereunder shall be in writing and shall be deemed
to have been duly given (a) when delivered personally or by courier, or (b) on
the third business day following the mailing thereof by registered or certified
mail, postage prepaid, or (c) on the first business day following the mailing
thereof by overnight delivery service, in each case addressed as set forth
below:

            a.    If to the Company:

                  (Prior to October 31, 2003)

                  Universal Technical Institute, Inc.
                  10851 North Black Canyon Highway
                  Phoenix, Arizona 85029
                  Facsimile No.:  (602) 216-76020
                  Attn:  General Counsel

                  (After October 31, 2003)

                  Universal Technical Institute, Inc.
                  20410 North 19th Avenue, Suite 200
                  Phoenix, Arizona 85027
                  Facsimile No.:  (623) 445-9501
                  Attn:  General Counsel

            b.    If to Employee:

                  ---------------------

                  ---------------------

                  ---------------------

Any party may change the address to which notices are to be addressed by giving
the other party written notice in the manner herein set forth.

      10.   SUCCESSORS; BINDING AGREEMENT.

            a. The Company will require any successor (whether direct or
      indirect, by purchase, merger, consolidation or otherwise) to all or
      substantially all of the business and/or assets of the Company, upon or
      prior to such succession, to expressly assume and agree to perform this
      Agreement in the same manner and to the same extent that the Company would
      have been required to perform it if no such succession had taken place. A
      copy of such assumption and agreement shall


                                       10
<PAGE>
      be delivered to Employee promptly after its execution by the successor.
      Failure of the Company to obtain such agreement upon or prior to the
      effectiveness of any such succession shall be a breach of this Agreement
      and shall entitle Employee to benefits from the Company in the same
      amounts and on the same terms as Employee would be entitled hereunder if
      Employee terminated Employee's employment for Good Reason. For purposes of
      the preceding sentence, the date on which any such succession becomes
      effective shall be deemed the Termination Date. As used in this Agreement,
      "Company" shall mean the Company as hereinbefore defined and any successor
      to its business and/or assets as aforesaid which executes and delivers the
      agreement provided for in this Section 10.a. or which otherwise becomes
      bound by the terms and provisions of this Agreement by operation of law.

            b. This Agreement is personal to Employee and Employee may not
      assign or delegate any part of Employee's rights or duties hereunder to
      any other person, except that this Agreement shall inure to the benefit of
      and be enforceable by Employee's legal representatives, executors,
      administrators, heirs and beneficiaries.

      11. SEVERABILITY. If any provision of this Agreement or the application
thereof to any person or circumstance shall to any extent be held to be invalid
or unenforceable, the remainder of this Agreement and the application of such
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable shall not be affected thereby, and each provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by
law. A court can reasonably modify this Agreement by rewriting it and/or it can
"blue-pencil" this Agreement by striking things out.

      12. HEADINGS. The headings in this Agreement are inserted for convenience
of reference only and shall not in any way affect the meaning or interpretation
of this Agreement.

      13. COUNTERPARTS. This Agreement may be executed in one or more identical
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

      14. WAIVER. Neither any course of dealing nor any failure or neglect of
either party hereto in any instance to exercise any right, power or privilege
hereunder or under law shall constitute a waiver of such right, power or
privilege or of any other right, power or privilege or of the same right, power
or privilege in any other instance. Without limiting the generality of the
foregoing, Employee's continued employment without objection shall not
constitute Employee's consent to, or a waiver of Employee's rights with respect
to, any circumstances constituting Good Reason. All waivers by either party
hereto must be contained in a written instrument signed by the party to be
charged therewith, and, in the case of the Company, by its duly authorized
officer.


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<PAGE>
      15. ENTIRE AGREEMENT. This instrument constitutes the entire agreement of
the parties in this matter and shall supersede any other agreement between the
parties, oral or written, concerning the same subject matter.

      16. AMENDMENT. This Agreement may be amended only by a writing which makes
express reference to this Agreement as the subject of such amendment and which
is signed by Employee and by a duly authorized officer of the Company.

      17. GOVERNING LAW. In light of Company's and Employee's substantial
contacts with the State of Arizona, the facts that the Company is headquartered
in Arizona and Employee resides in and/or reports to Company management in
Arizona, the parties' interests in ensuring that disputes regarding the
interpretation, validity and enforceability of this Agreement are resolved on a
uniform basis, and Company's execution of, and the making of, this Agreement in
Arizona, the parties agree that: (i) any litigation involving any noncompliance
with or breach of the Agreement, or regarding the interpretation, validity
and/or enforceability of the Agreement, shall be filed and conducted exclusively
in the state or federal courts in Arizona; and (ii) the Agreement shall be
interpreted in accordance with and governed by the laws of the State of Arizona,
without regard for any conflict/choice of law principles.

      IN WITNESS WHEREOF, Employee and the Company have executed this Agreement
as of the day and year first above written.

                                            UNIVERSAL TECHNICAL INSTITUTE, INC.



                                            By:      __________________________



                                            EMPLOYEE

                                            By:      __________________________


                                       12
<PAGE>
                                   SCHEDULE 1

Additional Companies in the Company Group

      a.    Universal Technical Institute, Inc.

      b.    UTI Holdings, Inc.

      c.    U.T.I. of Illinois, Inc.

      d.    Universal Technical Institute of Texas, Inc.

      e.    Universal Technical Institute of California, Inc.

      f.    Custom Training Group, Inc.

      g.    The Clinton Harley Corporation

      h.    Universal Technical Institute of North Carolina, Inc.


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<PAGE>
                                    Exhibit A

                                     RELEASE

      RELEASE (the "Release") dated _____________, _____ between _______________
("Employee") and Universal Technical Institute, Inc., a Delaware corporation
("Company").

      WHEREAS, the Company and Employee are parties to a Severance Agreement
dated ____________, ____ (the "Severance Agreement"), which provides certain
protection to Employee during management transition and thereafter and in the
event there is any change in corporate structure which results in a change in
control of the Company.

      WHEREAS, the execution of this Release is a condition precedent to, and
material inducement to, the Company's provision of certain benefits under the
Severance Agreement;

      NOW, THEREFORE, the parties hereto agree as follows:

      1. MUTUAL PROMISES. The Company undertakes the obligations contained in
the Severance Agreement, which are in addition to any compensation to which
Employee might otherwise be entitled, in exchange for Employee's promises and
obligations contained herein. The Company's obligations are undertaken in lieu
of any other severance benefits.

      2.    RELEASE OF CLAIMS; AGREEMENT NOT TO FILE SUIT.

            a. Employee, for and on behalf of him or herself and his/her heirs,
      beneficiaries, executors, administrators, successors, assigns and anyone
      claiming through or under any of the foregoing, agrees to, and does,
      remise, release and forever discharge the Company and its subsidiaries and
      affiliates, each of their shareholders, directors, officers, employees,
      agents and representatives, and its successors and assigns (collectively,
      the "Company Released Persons"), from any and all matters, claims,
      demands, damages, causes of action, debts, liabilities, controversies,
      judgments and suits of every kind and nature whatsoever, foreseen or
      unforeseen, known or unknown, which have arisen or could arise from
      matters which occurred prior to the date of this Release, which matters
      include without limitation: (i) the matters covered by the Severance
      Agreement and this Release, (ii) Employee's employment, and/or termination
      from employment with the Company, and (iii) any claims which might
      otherwise arise in the future as a result of arrangements or agreements in
      effect as of the date of this Release or the continuance of such
      arrangements and agreements.

            b. Employee, for and on behalf of him or herself and his/her heirs,
      beneficiaries, executors, administrators, successors, assigns, and anyone
      claiming


                                       14
<PAGE>
      through or under any of the foregoing, agrees that Employee will not file
      or otherwise submit any charge, claim, complaint, or action to any agency,
      court, organization, or judicial forum (nor will Employee permit any
      person, group of persons, or organization to take such action on
      Employee's behalf) against any Company Released Person arising out of any
      actions or non-actions on the part of any Company Released Person arising
      before the date of this Release or any action taken after the date of this
      Release pursuant to the Severance Arrangement. Employee further agrees
      that in the event that any person or entity should bring such a charge,
      claim, complaint, or action on Employee's behalf, Employee hereby waives
      and forfeits any right to recovery under said claim and will exercise
      every good faith effort to have such claim dismissed.

            c. The charges, claims, complaints, matters, demands, damages, and
      causes of action referenced in Sections 2(a) and 2(b) include, but are not
      limited to: (i) any breach of an actual or implied contract of employment
      between Employee and any Company Released Person, (ii) any claim of
      unjust, wrongful, or tortuous discharge (including any claim of fraud,
      negligence, retaliation for whistle blowing, or intentional infliction of
      emotional distress), (iii) any claim of defamation or other common law
      action, or (iv) any claims of violations arising under the Civil Rights
      Act of 1964, as amended, 42 U.S.C.Section 2000e et seq., the Age
      Discrimination in Employment Act, 29 U.S.C.Section 621 et seq., the
      Americans with Disabilities Act of 1990, 42 U.S.C.Section 12101 et seq.,
      the Fair Labor Standards Act of 1938, as amended, 29 U.S.C.Section 201 et
      seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C.Section 701 et
      seq., or any other relevant federal, state, or local statutes or
      ordinances, or any claims for pay, vacation pay, insurance, or welfare
      benefits or any other benefits of employment with any Company Released
      Person arising from events occurring prior to the date of this Release
      other than those payments and benefits specifically provided herein.

            d. This Release shall not affect Employee's right to any
      governmental benefits payable under any Social Security or Worker's
      Compensation law now or in the future.

      3. RELEASE OF BENEFIT CLAIMS. Employee, for and on behalf of him or
herself and his/her heirs, beneficiaries, executors, administrators, successors,
assigns and anyone claiming through or under any of the foregoing, further
releases and waives any claims for pay, vacation pay, insurance or welfare
benefits or any other benefits of employment with any Company Released Person
arising from events occurring prior to the date of this Release other than
claims to the payments and benefits specifically provided for in the Severance
Agreement.

      4.    REVOCATION PERIOD; KNOWING AND VOLUNTARY AGREEMENT.

            a. Employee acknowledges that Employee had at least forty-five (45)
      days to consider whether or not to accept this Agreement. Furthermore,
      Employee may revoke this Agreement for seven (7) days following its
      execution.


                                       15
<PAGE>
            b. Employee represents, declares and agrees that Employee
      voluntarily accepts the payments described above for the purposes of
      making a full and final compromise, adjustment and settlement of all
      potential claims hereinabove described. Employee hereby acknowledges that
      Employee has been advised of the opportunity to consult an attorney and
      that Employee understands the Release and the effect of signing the
      Release.

      5. SEVERABILITY. If any provision of this Release or the application
thereof to any person or circumstance shall to any extent be held to be invalid
or unenforceable, the remainder of this Release and the application of such
provision to persons or circumstances other than those as to which it is held
invalid or unenforceable shall not be affected thereby, and each provision of
this Release shall be valid and enforceable to the fullest extent permitted by
law.

      6. HEADINGS. The headings in this Release are inserted for convenience of
reference only and shall not in any way affect the meaning or interpretation of
this Release.

      7. COUNTERPARTS. This Release may be executed in one or more identical
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

      8. ENTIRE AGREEMENT. This Release and Related Severance Agreement
constitutes the entire agreement of the parties in this matter and shall
supersede any other agreement between the parties, oral or written, concerning
the same subject matter.

      9. GOVERNING LAW. This Release shall be governed by, and construed and
enforced in accordance with, the laws of the State of Arizona, without reference
to the conflict of laws rules of such State.

      IN WITNESS WHEREOF, Employee and the Company have executed this Release as
of the day and year first above written.


                                            UNIVERSAL TECHNICAL INSTITUTE, INC.


                                            By:      __________________________




                                            EMPLOYEE


                                            By:      __________________________



                                       16

