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2. SUMMARY TERMS OF THE TRANSACTION

Certain of the key terms of the offering, which are subject to and qualified in their entirety by reference to the Limited Partnership Agreement of KUE, the organizational documents of the General Partner and applicable Cayman Islands law, are outlined below. The terms summarized herein are set forth in detail in the Limited Partnership Agreement of KUE, the Agreement Among Members of KUE Management, Inc. and the Amended and Restated Memorandum and Articles of Association of KUE Management, Inc., copies of which have been provided or are available upon request. Such summaries are qualified in their entirety by reference to such agreements.

Issuers:
Knowledge Universe Education L.P., a Cayman Islands exempted limited partnership (“KUE”) and KUE Management Inc., a Cayman Islands exempted company, the general partner of KUE (the “General Partner”).

Securities Offered:
Up to 1,000,000 investment units (the “Units”), each comprised of one Common Limited Partner Unit (“Common LP Unit”) in KUE and one Class A ordinary share (“Class A Share”) of the General Partner at an offering price of U.S. $1,000 per Unit ($999 allocated to the Common LP Unit and $1 allocated to the Class A Share) (the “Purchase Price”) for aggregate proceeds of U.S. $1 billion (subject to increase in the offering size by the General Partner at its sole discretion up to an aggregate of 1,500,000 Units to Investors, with aggregate proceeds of U.S. $1.5 billion). The offering is expected to be completed in one or more closings on or before March 31, 2007 (the “Offering Period”).

Since the General Partner will have a nominal economic interest in KUE, the Class A Shares are expected to have nominal economic value. The Class A Shares are, however, intended to provide Unit holders with certain voting and other governance rights in the General Partner (as described further below) which, in turn, will control KUE.

The Common LP Units and the Class A Shares comprising the Units owned by the investors (the “Investors”) will not be separately transferable unless otherwise approved by the Board of Directors of the General Partner and a committee of Independent Directors (as defined below) (the “Independent Committee”).

Minimum and Maximum Investment:
U.S. $25 million (subject to waiver by the General Partner at its sole discretion). At any closing after the first closing of the offering of the Units, the maximum investment permitted will be U.S. $185.0 million.

Closing:
KUE may accept or reject subscriptions, in whole or in part, at its sole discretion. KUE will hold one or more closings in connection with the sale of the Units on dates specified by KUE to the Investors. The minimum amount of subscriptions to be accepted in the first closing of the offering (including the amount attributable to Knowledge Universe Education

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