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No. Copy: ________
Recipient: ________

Private Placement Memorandum
Dated September 27, 2006

CONFIDENTIAL
$1,000,000,000

KNOWLEDGE UNIVERSE EDUCATION L.P.
KUE Management Inc.

Investment Units consisting of Common Limited Partner Units of
Knowledge Universe Education LP and Class A Ordinary Shares of
KUE Management Inc.

Knowledge Universe Education L.P. ("KUE," and, together with its subsidiaries, the "Company") is a Cayman Islands exempted limited partnership. KUE Management Inc. is a Cayman Islands exempted company and the sole general partner of KUE (the "General Partner"). KUE is the indirect controlling stockholder of Knowledge Learning Corporation ("KLC"), the largest for-profit early childhood care and education company in the U.S., which operates approximately 2,500 locations in 39 states.

We are offering investment units (the "Units"), each comprised of one Common limited partner unit ("Common LP Unit") in KUE and one Class A ordinary share of the General Partner ("Class A Share"), for $1,000 per Unit. We are offering the Units on a strictly confidential basis pursuant to a private placement with Goldman, Sachs & Co. and Credit Suisse acting as placement agents (the "Agents"), subject to various conditions, exclusively to accredited investors. We intend to use the net proceeds from the sale of the Units to expand operations, including through strategic acquisitions in the U.S. and internationally, to develop new products and services, to repay certain existing indebtedness and for other corporate purposes. We reserve the right to withdraw, cancel or modify the offer and to reject orders in whole or in part. The offering is expected to be completed in one or more closings on or prior to March 31, 2007.

The Units and the underlying Common LP Units and Class A Shares have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or qualified under any applicable U.S. state statutes or laws of any non-U.S. jurisdiction. The Units will be offered and sold under the exemption from registration provided by Section 4(2) of the Securities Act and Regulation D and Regulation S promulgated under the Securities Act, and other similar exemptions available pursuant to the laws of the states and other jurisdictions where the offering will be made.

There is no public market for the Units and no such market is expected to develop in the future. There is no obligation on the part of any person to register the Units or the underlying Common LP Units or Class A Shares under the Securities Act or any state or non-U.S. securities laws other than in the limited circumstances described in this Private Placement Memorandum.

Investing in the Units involves risks. You should read the section entitled "Risk Factors" beginning on page 44 for a discussion of certain risk factors that you should consider before investing in the Units.

Placement Agents
Goldman, Sachs & Co. Credit Suisse

Private Placement Memorandum dated September 27, 2006.

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