Beacon Education Management Inc Sample Contracts

Beacon Education Management Inc – VOTING AGREEMENT (August 1st, 2001)

1 EXHIBIT 10.27 FORM OF VOTING AGREEMENT This Voting Agreement (this "Agreement") is entered into on _________, 2001 by and among William R. Hambrecht, The Hambrecht 1980 Revocable Trust, HAMCO Capital Corporation and WR Hambrecht+Co, LLC (collectively, the "Hambrecht Investors"), and Beacon Education Management, Inc., a Delaware corporation (the "Company"). RECITALS WHEREAS, the Hambrecht Investors beneficially own, on an as-converted basis, approximately 40.5% of the Company's issued and outstanding common stock, $.01 par value per share (the "Common Stock"); WHEREAS, the Company's board of directors have determined that it is in the best interests of the Company and its stockholders to undertake an underwritten initial public offering of the Company's Common Stock pursuant to a

Beacon Education Management Inc – UNDERWRITING AGREEMENT (August 1st, 2001)

1 EXHIBIT 1 FORM OF 2,200,000 SHARES(1) COMMON STOCK UNDERWRITING AGREEMENT ______________, 2001 W.R. Hambrecht + Co, LLC Jefferies & Company, Inc. ThinkEquity Partners As representatives of the several Underwriters c/o W.R. Hambrecht + Co, LLC 539 Bryant Street, Suite 100 San Francisco, CA 94107 Ladies and Gentlemen: Beacon Education Management, Inc., a Delaware corporation (the "Company"), proposes to issue and sell up to an aggregate of 2,200,000 shares of its authorized but unissued common stock, $0.01 par value per share (the "Common Stock") to the Underwriters (as hereinafter defined), for whom you (the "Representatives") are acting as representatives (said 2,200,000 shares of Common Stock to be issued and sold by the Company being herein called the "Underwrit

Beacon Education Management Inc – 2000 STOCK INCENTIVE PLAN, AS AMENDED (July 17th, 2001)

1 EXHIBIT 10.8 BEACON EDUCATION MANAGEMENT, INC. 2000 STOCK INCENTIVE PLAN, AS AMENDED SECTION 1. PURPOSE; DEFINITIONS. The purpose of this Plan is to enable the Company to attract, retain and reward directors, officers and key employees of and consultants to the Company and its Subsidiaries, and to strengthen the mutuality of interests between such directors, officers, key employees and consultants by awarding such directors, officers, key employees and consultants stock options, other equity interests or equity-based incentives in the Company. The creation of the Plan shall not diminish or prejudice other compensation programs approved from time to time by the Board. For purposes of the Plan, the following terms are defined as set forth below: A. "Award" means the grant of a Stock Option, Restricted Stock; Stock Appreciation Rig

Beacon Education Management Inc – 2000 STOCK INCENTIVE PLAN, AS AMENDED (June 29th, 2001)

1 EXHIBIT 10.8 BEACON EDUCATION MANAGEMENT, INC. 2000 STOCK INCENTIVE PLAN, AS AMENDED SECTION 1. PURPOSE; DEFINITIONS. The purpose of this Plan is to enable the Company to attract, retain and reward directors, officers and key employees of and consultants to the Company and its Subsidiaries, and to strengthen the mutuality of interests between such directors, officers, key employees and consultants by awarding such directors, officers, key employees and consultants stock options, other equity interests or equity-based incentives in the Company. The creation of the Plan shall not diminish or prejudice other compensation programs approved from time to time by the Board. For purposes of the Plan, the following terms are defined as set forth below: A. "Award" means the grant of a Stock Option, Restricted Stock; Stock Appreciation Rig

Beacon Education Management Inc – CERTIFICATE OF INCORPORATION (June 29th, 2001)

1 EXHIBIT 3.3 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BEACON EDUCATION MANAGEMENT, INC. Beacon Education Management, Inc., a corporation organized and existing under the laws of the State of Delaware, does hereby certify: 1. The name of the corporation is Beacon Education Management, Inc. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 29, 1999. 2. This Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") was duly adopted in accordance with Section 245 of the General Corporation Law of the State of Delaware. Pursuant to Sections 242 and 228 of the General Corporation Law of the State of Delaware, the amendments and rest

Beacon Education Management Inc – INDEMNIFICATION AGREEMENT (June 29th, 2001)

1 EXHIBIT 10.10 FORM OF INDEMNIFICATION AGREEMENT THIS AGREEMENT is made and entered into as of the ____ day of _____________, 2001, by and between BEACON EDUCATION MANAGEMENT, INC., a Delaware corporation (the "Company"), and the undersigned (the "Indemnitee"). RECITALS WHEREAS, it is essential to the Company that it attract and retain as directors and officers the most capable persons available; and WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in the current environment; and WHEREAS, the Indemnitee currently is serving as a director or officer of the Company, and the Company desires that the Indemnitee continue to serve in such capacity. The Indemnitee

Beacon Education Management Inc – AGREEMENT (June 29th, 2001)

1 EXHIBIT 10.13 AGREEMENT This Agreement (the "Agreement") is made and entered into on the 30th day of June, 1998, by and between Beacon Education Management LLC, a Tennessee limited liability company ("Beacon"), Ledyard McFadden, an individual residing in Boston, Massachusetts ("McFadden"), Alan Fraker, an individual residing in Massachusetts ("Fraker") and SchoolWorks LLC, a Delaware limited liability company ("SchoolWorks"). RECITALS WHEREAS McFadden is currently employed by Beacon under the terms of an employment letter agreement dated August 10, 1997 and a related confidentiality and non-compete agreement dated August 15, 1997 (together the "McFadden Employment Agreement"); and WHEREAS Fraker is currently employed by Beacon under the terms of an employment agreement dated March 31, 1998 ("Fraker Employment Agreement"); and WHEREAS Be

Beacon Education Management Inc – CERTIFICATE OF INCORPORATION (May 8th, 2001)

1 EXHIBIT 3.1 CERTIFICATE OF INCORPORATION OF BEACON EDUCATION MANAGEMENT, INC. ARTICLE ONE The name of the Corporation is Beacon Education Management, Inc. ARTICLE TWO The address of the Corporation's registered office in the State of Delaware is: The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. ARTICLE THREE The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

Beacon Education Management Inc – EMPLOYMENT AGREEMENT (May 8th, 2001)

1 EXHIBIT 10.11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 20th day of December, 1999, effective as of January 1, 2000, by and between BEACON EDUCATION MANAGEMENT LLC, a Tennessee limited liability company ("Employer"), and MICHAEL B. RONAN ("Executive"). WITNESSETH: WHEREAS, Employer is a Tennessee limited liability company engaged in the management of schools and educational institutions; and WHEREAS, Executive is a qualified administrator, is duly licensed as an administrator. WHEREAS, Employer desires to employ Executive to provide educational management services for and on behalf of Employer, and Executive desires to accept such employment, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration o

Beacon Education Management Inc – PROMISSORY NOTE (May 8th, 2001)

1 EXHIBIT 10.15 THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. BY ITS ACCEPTANCE HEREOF, HOLDER AGREES THAT THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN CONNECTION WITH THE DISTRIBUTION THEREOF. NO DISPOSITION OF THE SECURITIES REPRESENTED BY THIS NOTE MAY BE MADE IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (2) AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO MAKER THAT SUCH DISPOSITION WITHOUT REGISTRATION IS IN COMPLIANCE WITH THE SECURITIES ACT. CONVERTIBLE SUBORDINATED PROMISSORY NOTE $500,000.00 October 11, 2000 FOR VALUE RECEIVED, Beacon Education Management, Inc., a Delaware corpo

Beacon Education Management Inc – CONTRIBUTION AGREEMENT (May 8th, 2001)

1 EXHIBIT 10.21 CONTRIBUTION AGREEMENT This Contribution Agreement, dated as of September 27, 2000, is by and between Beacon Education Management, Inc., a Delaware corporation ("Beacon"), and William R. Hambrecht, as Trustee of the Hambrecht 1980 Revocable Trust (the "Trust") formed under that certain Trust Agreement originally dated September 4, 1980, as amended and restated by agreement dated and executed on November 23, 1999 ("Trustee"). WHEREAS, National City Bank of Michigan/Illinois ("Bank") has agreed to make a $650,000.00 term loan (the "Loan") evidenced by that certain Promissory Note of even date herewith in said principal amount (the "Term Note") (the Term Note and any other document or other agreement relating to the Loan are sometimes hereinafter referred to collectively and individually as the "Loan Documents") to the Conner Creek Academy, a Michigan

Beacon Education Management Inc – STOCK PURCHASE WARRANT (May 8th, 2001)

1 EXHIBIT 10.4 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR (II) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. STOCK PURCHASE WARRANT This Stock Purchase Warrant (the "Warrant") is issued as of this 31st day of March, 2001, by Beacon Education Management, Inc., a Delaware corporation (the "Company"), to KinderCare Learning Centers, Inc., a Delaware corporation ("Holder").

Beacon Education Management Inc – SHAREHOLDERS RIGHTS AGREEMENT (May 8th, 2001)

1 EXHIBIT 4.4 AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENT THIS AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENT ("Agreement") is made as of the 3rd day of May, 2001, by and among Beacon Education Management, Inc., a Delaware corporation (the "Company") with its principal place of business at 112 Turnpike Road, Suite 107, Westborough, Massachusetts 01581; KinderCare Learning Centers, Inc., a Delaware corporation ("Investor") with its principal place of business at 650 NE Holladay, Suite 1400, Portland, Oregon 97232; and the shareholders of the Company, including the Investor, listed on Exhibit A, as amended in the future upon such other persons or entities becoming shareholders of the Company and becoming parties to this Agreement (the "Shareholders"). RECITALS WHEREAS, the Compa

Beacon Education Management Inc – Re: Consent to Pledge of Subordinate Loan Documents (May 8th, 2001)

1 EXHIBIT 10.2 BEACON EDUCATION MANAGEMENT, INC. 112 Turnpike Road, Suite 107 Westborough, MA 01581 March 28, 2001 Kerinne M. Tollefsen, Vice President NCB Capital Corporation 1401 Eye Street, N.W., Suite 700 Washington, D.C. 20005 Re: Consent to Pledge of Subordinate Loan Documents Dear Ms. Tollefsen: Reference is made to that certain: 1. Subordination Agreement dated July 31, 2000, by and among NCB Capital Corporation, a Delaware corporation ("NCB"), Beacon Education Management, Inc., a Delaware corporation ("Beacon"), and Thurgood Marshall Academy, a Missouri nonprofit corporation incorporated pursuant to Chapter 355 RSMo ("TMA") (the "TMA Subordination Agreement"); and

Beacon Education Management Inc – PROMISSORY NOTE (May 8th, 2001)

1 EXHIBIT 10.16 PROMISSORY NOTE $720,000.00 Westborough, MA December 6, 1999 For value received, Beacon Education Management LLC, a Tennessee limited liability company (Borrower) promises to pay, on or before March 31, 2000, to the order of Hambrecht Revocable Trust (Lender), the sum of Seven Hundred Twenty Thousand Dollars or such other amounts may be advanced here against and hereafter be outstanding hereunder. Borrower shall also pay Lender interest at the rate of 8% per annum from the date funds are advanced to Borrower by Lender. If the occurrence of any of the following shall constitute an event of default under this Note: (a) the failure of Borrower to make any payment when due under this or any other obligation to Lender (time of the essence of this Note); (b) the institution of the proceedings by Borrower under any state insolvency law

Beacon Education Management Inc – 2000 STOCK INCENTIVE PLAN (May 8th, 2001)

1 EXHIBIT 10.8 BEACON EDUCATION MANAGEMENT, INC. 2000 STOCK INCENTIVE PLAN SECTION 1. PURPOSE; DEFINITIONS. The purpose of this Plan is to enable the Company to attract, retain and reward directors, officers and key employees of and consultants to the Company and its Subsidiaries, and to strengthen the mutuality of interests between such directors, officers, key employees and consultants by awarding such directors, officers, key employees and consultants stock options, other equity interests or equity-based incentives in the Company. The creation of the Plan shall not diminish or prejudice other compensation programs approved from time to time by the Board. For purposes of the Plan, the following terms are defined as set forth below: A. "Board" means the Board of Directors of the Company. B. "Book Value" of t

Beacon Education Management Inc – SHAREHOLDERS' AGREEMENT (May 8th, 2001)

1 EXHIBIT 4.5 SHAREHOLDERS' AGREEMENT THIS SHAREHOLDERS' AGREEMENT (this "Agreement"), dated as of January 26, 2000, is by and among Beacon Education Management, Inc., a Delaware corporation (the "Company"), and each of the holders of Capital Stock (as defined herein) who are signing this Agreement as of the date hereof and who may become parties to this Agreement in the future (individually, a "Shareholder," and collectively, the "Shareholders"). W I T N E S S E T H: WHEREAS, the Company has an authorized capitalization consisting of (i) 10,000,000 shares of common stock, $0.01 par value per share (the "Common Stock"), and (ii) 1,000,000 shares of undesignated preferred stock, $0.01 par value per share (the "Preferred Stock"); and WHEREAS, the Company and the Shareholders desire to provide for continuity and harmony in the

Beacon Education Management Inc – PROMISSORY NOTE (May 8th, 2001)

1 EXHIBIT 10.18 AMENDED AND RESTATED PROMISSORY NOTE U.S. $2,300,000 Dated as of March 31, 2001 FOR VALUE RECEIVED, the undersigned, BEACON EDUCATION MANAGEMENT, INC., a Delaware corporation ("Borrower"), PROMISES TO PAY to the order of KINDERCARE LEARNING CENTERS, INC., a Delaware corporation ("Lender"), on November 15, 2001 (the "Maturity Date"), the principal sum of Two Million Three Hundred Thousand Dollars ($2,300,000) plus unpaid interest thereon. Notwithstanding the foregoing, no unpaid principal amount or interest on this Note shall be payable if such amounts have been previously converted into Common Stock of Borrower pursuant to the Loan Agreement. For purposes of this Note, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined h

Beacon Education Management Inc – LEASE MODIFICATION AGREEMENT (May 8th, 2001)

1 EXHIBIT 10.26 LEASE MODIFICATION AGREEMENT THIS LEASE MODIFICATION AGREEMENT NO. 2 (this "Agreement") dated as of April 26, 2000, by and between OTR, an Ohio general partnership ("Landlord") and Beacon Education Management LLC, a Tennessee limited liability company ("Tenant"). WITNESSETH: WHEREAS, Landlord and Tenant entered into a Lease dated July 29, 1998 (the "Lease"), covering approximately 2,570 square feet of space (the "Existing Premises") in the building (the "Building") known as 112 Turnpike Road, Westborough Executive Park, Westborough, Massachusetts; and WHEREAS, the Commencement Date of the Lease occurred on October 1, 1998, and the Initial Term of the Lease expires by its terms on September 30, 2003; and WHEREAS, Landlord and Tenant mutually desire to amend the Lease by, among other things, enlargi

Beacon Education Management Inc – SECURITIES PURCHASE AGREEMENT (May 8th, 2001)

1 EXHIBIT 10.5 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made as of May 3, 2001 between Beacon Education Management, Inc., a Delaware corporation (the "Company"), and the investors named on SCHEDULE A hereto (each, an "Investor"). RECITAL WHEREAS, the Investors wish to purchase and the Company desires to issue and sell to the Investors, in accordance with the terms and provisions hereof, 517,242 shares of the common stock, $0.01 par value per share, of the Company (the "Common Stock") at a purchase price of $5.80 per share. NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows: ARTICLE 1 PURCHASE AND SALE OF STOCK SECTION 1.1

Beacon Education Management Inc – CONTRIBUTION AGREEMENT (May 8th, 2001)

1 EXHIBIT 10.22 CONTRIBUTION AGREEMENT This Contribution Agreement, dated as of April 28, 2000, is by and between Beacon Education Management LLC, a Tennessee limited liability company ("Beacon"), and William R. Hambrecht, as Trustee of The Hambrecht 1980 Revocable Trust (the "Trust") formed under that certain Trust Agreement originally dated September 4, 1980, as amended ("Trustee"). WHEREAS, pursuant to a Lease Agreement dated as of April __, 2000 (the "Lease Agreement"), by and between NCB Development Corporation ("Bank") and Conner Creek Academy, a Michigan non-profit corporation ("Borrower"), Bank has agreed to provide lease financing up to $327,431.76 to the Borrower; WHEREAS, in connection with the Lease Agreement, Trustee has executed a Limited Guaranty by the Trust in favor of Bank of even date herewith ("Limited Guaranty"); WHEREAS, B

Beacon Education Management Inc – CONTRIBUTION AGREEMENT (May 8th, 2001)

1 EXHIBIT 10.19 CONTRIBUTION AGREEMENT This Contribution Agreement, dated as of September 30, 1999, is by and between Beacon Education Management LLC, a Tennessee limited liability company ("Beacon"), and William R. Hambrecht, as Trustee for the Hambrecht 1980 Revocable Trust (the "Trust") formed under that certain Trust Agreement originally dated September 4, 1980, as amended ("Trustee"). WHEREAS, pursuant to a Loan Agreement dated as of September 30, 1999 (the "Loan Agreement"), by and between BankBoston, N.A. ("Bank") and Rising Tide Charter School, a body politic and corporate created and existing under Mass. Gen. Laws, Chapter 71, Section 89 ("Borrower"), the Bank has agreed to loan $500,000 to the Borrower; WHEREAS, in connection with the Loan Agreement, Trustee has executed a Limited Guaranty by the Trust in favor of Bank of even date herewith ("Li

Beacon Education Management Inc – SUBORDINATED PROMISSORY NOTE (May 8th, 2001)

1 EXHIBIT 10.14 AMENDED AND RESTATED SUBORDINATED PROMISSORY NOTE $200,000.00 March 31, 2001 Nashville, Tennessee FOR VALUE RECEIVED, the undersigned, BEACON EDUCATION MANAGEMENT, INC., a Delaware corporation ("Maker"), promises to pay to the order of WILLIAM R. DELOACHE, JR. an individual ("Holder"), the principal sum of TWO HUNDRED THOUSAND AND NO/100THS DOLLARS ($200,000.00) with interest thereon at a fixed rate of eight percent (8%) per annum. In no event shall the rate of interest payable in respect of the indebtedness evidenced hereby exceed the maximum rate of interest from time to time allowed to be charged by applicable law. All principal and accrued interest shall be due and payable on the earlier of the date that (i) all pr

Beacon Education Management Inc – OFFICE LEASE (May 8th, 2001)

1 EXHIBIT 10.24 OFFICE LEASE THIS LEASE is made this 30th day of June, 2000, by and between CROWN OFFICE VILLAGE, L.L.C., a Michigan limited liability company whose address is 4190 Telegraph Road, Suite 3000, Bloomfield Hills, Michigan 48302-2082, (hereinafter referred to as "Landlord"), and BEACON EDUCATION MANAGEMENT MICHIGAN, INC., a Michigan corporation whose address is 45199 Cass Avenue, Utica, Michigan 48317 (hereinafter referred to as "Tenant"). WITNESSETH: DEMISED PREMISES 1. Landlord, in consideration of the rents to be paid and the covenants and agreements to be performed by Tenant, does hereby lease unto Tenant premises situated in the City of Madison Heights, County of Oakland and State of Michigan, more particularly described as Building I, containing approximately 2,3

Beacon Education Management Inc – CONSULTING AGREEMENT (May 8th, 2001)

1 EXHIBIT 10.12 CONSULTING AGREEMENT THIS AGREEMENT is dated September 22, 2000 by and between BEACON EDUCATION MANAGEMENT, INC., a Delaware corporation (the "Company"), and Lamar Alexander ("Consultant"). W I T N E S S E T H: WHEREAS, Consultant serves on the Company's board of directors; and WHEREAS, the Company desires to retain Consultant to perform the services set forth in this Agreement under the terms herein provided and Consultant is agreeable to performing such services under such terms. NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: 1. Engagement as Consultant. The Company hereby retains and engages Consultant to render to the Company consulting and advisory services as set forth on Schedule I hereto from time to time as reasonably reques

Beacon Education Management Inc – LEASE (May 8th, 2001)

1 EXHIBIT 10.25 LEASE THIS INSTRUMENT IS A LEASE, dated as of July 29, 1998 in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the building (the "Building") located at 112 Turnpike Road, Westborough, Massachusetts. The parties to this instrument hereby agree with each other as follows: ARTICLE 1 BASIC LEASE PROVISIONS 1.1 INTRODUCTION. The following set forth basic data and, where appropriate, constitute definitions of the terms hereinafter listed. 1.2 BASIC DATA. Landlord: OTR, an Ohio general partnership, acting as the duly designated nominee of the State Teachers Retirement System of Ohio. Landlord's Original Address: 275 East Broad Street, Columbus, Ohio 43215. Tenant: Beacon Education Man

Beacon Education Management Inc – PLEDGE AND SECURITY AGREEMENT (May 8th, 2001)

1 EXHIBIT 10.3 PLEDGE AND SECURITY AGREEMENT PLEDGE AND SECURITY AGREEMENT (this "Agreement"), dated as of March 31, 2001, by and between BEACON EDUCATION MANAGEMENT, INC., a Delaware corporation with his principal place of business located at 112 Turnpike Road, Suite 107, Westborough, Massachusetts 01581, as the pledgor and debtor (the "Pledgor"), and KINDERCARE LEARNING CENTERS, INC., a Delaware corporation with its principal place of business at 650 NE Holladay, Suite 1400, Portland, Oregon 97232, as the pledgee and secured party (the "Pledgee"). WITNESSETH: WHEREAS, the Pledgor is the owner and holder of three promissory notes more particularly described as follows: (1) that certain Promissory Note dated as of April 26, 1999 (the "LCA Note"), in the original principal amount of Two Hundred Thirty Thousand and 00/100 Dollars ($23

Beacon Education Management Inc – CONTRIBUTION AGREEMENT (May 8th, 2001)

1 EXHIBIT 10.20 CONTRIBUTION AGREEMENT This Contribution Agreement, dated as of September 27, 2000, is by and between Beacon Education Management, Inc., a Delaware corporation ("Beacon"), and William R. Hambrecht, as Trustee of the Hambrecht 1980 Revocable Trust (the "Trust") formed under that certain Trust Agreement originally dated September 4, 1980, as amended and restated by agreement dated and executed November 23, 1999 ("Trustee"). WHEREAS, UMB, n.a. (the "Bank") has agreed to make two (2) loans to the Community Charter School Group, a Missouri nonprofit corporation incorporated pursuant to Chapter 355, RSMo, d/b/a/ Southwest Charter School ("Borrower"), consisting of (i) a $700,000.00 demand line of credit evidenced by that certain Master Note of even date herewith in said maximum principal amount (the "Demand Note") and (ii) a $325,000.00 term loan evidence

Beacon Education Management Inc – 1995 STOCK OPTION PLAN (May 8th, 2001)

1 EXHIBIT 10.6 ALTERNATIVE PUBLIC SCHOOLS, INC. 1995 STOCK OPTION PLAN 1. Purpose. The purpose of the Alternative Public Schools, Inc. 1995 Stock Option Plan (the "Plan") is to advance the growth and prosperity of Alternative Public Schools, Inc. (the "Company") and its subsidiaries (if any) by providing key employees with an additional incentive to contribute to the best interests of the Company. Without prejudice to other compensation programs approved from time to time by the Board of Directors (the "Board") and/or shareholders of the Company, such additional incentive is to be given key employees by means of stock options provided for under the Plan. In the discretion of the Committee hereinafter provided for and the Board, such options may be "Incentive Stock Options" within the meaning of Section 422A of the Internal Revenue Code of 1986,

Beacon Education Management Inc – CONTRIBUTION AGREEMENT (May 8th, 2001)

1 EXHIBIT 10.23 CONTRIBUTION AGREEMENT This Contribution Agreement, dated as of December 19, 2000, is by and between Beacon Education Management, Inc., a Delaware corporation ("Beacon"), and William R. Hambrecht, as Trustee (the "Trustee") of the Hambrecht 1980 Revocable Trust formed under that certain Trust Agreement originally dated September 4, 1980, as amended and restated by agreement dated and executed on November 23, 1999 (the "Trust"). WHEREAS, People's Capital and Leasing Corp., a Connecticut corporation (the "Lender") has agreed to simultaneously make five (5) separate term loans (collectively, the "Term Loans" and individually, a "Term Loan") that are in the aggregate principal amount of up to $1,347,000.00 to five (5) different charter schools, which Term Loans are more particularly described as follows: (1) a Term Loan in the original principal amount

Beacon Education Management Inc – PROMISSORY NOTE (May 8th, 2001)

1 EXHIBIT 10.17 PROMISSORY NOTE U.S. $2,225,000 Dated as of February 17, 2000 or such portion thereof as has been advanced FOR VALUE RECEIVED, the undersigned, BEACON EDUCATION MANAGEMENT, INC., a Delaware corporation ("Borrower"), PROMISES TO PAY to the order of KINDERCARE LEARNING CENTERS, INC., a Delaware corporation ("Lender"), on February 17, 2005 (the "Maturity Date"), the lesser of (i) Two Million Two Hundred Twenty Five Thousand Dollars ($2,225,000), or (ii) the unpaid principal amount of all advances made by Lender to Borrower pursuant to the Loan Agreement referred to below plus unpaid interest thereon. Notwithstanding the foregoing, no unpaid principal amount or interest on the Term Loans shall be payable if such amounts have been previously converted into Common Stock of Borrower pursuant to the Loan Agreement. For

Beacon Education Management Inc – EQUITY PURCHASE AND LOAN AGREEMENT (May 8th, 2001)

1 EXHIBIT 10.1 EQUITY PURCHASE AND LOAN AGREEMENT BETWEEN BEACON EDUCATION MANAGEMENT, INC. AND KINDERCARE LEARNING CENTERS, INC. FEBRUARY 17, 2000 2 TABLE OF CONTENTS ARTICLE 1 EQUITY PURCHASE..........................................................................1 Section 1.1 Purchase of Common Stock...................................................1 Section 1.2 Issuance of Additional Shares..............................................2 Section 1.3 Issuance of Additional Shares Upon Liquidity Event.........................2 ARTICLE 2 THE CO