Every indexed document

to correct or supplement any provision herein which may be inconsistent with any other

powers or other matters specified therein that would adversely

KUE must obtain the consent of (a) the holders of a majority of the Common LP Units

subject to certain exceptions set forth in the

which will be distributed promptly to the holders of Common LP Units outstanding

2006 will pay an additional amount accruing at a rate of 0.67% per

Investors admitted during the Offering Period after the first closing of this

KUE may raise additional capital through the sale of equity

and whether certain tax elections are made by the recipients of such interests; provided

its subsidiaries and joint ventures as designated by KULG. At each

will be the holder of the Profits Participation LP Units (the ""Profits

of which Knowledge Universe Learning Group LLC

a Delaware limited liability company (""KUH LLC"") controlled by the

representing approximately 0.04% ownership in KUE.

incorporation for an illegal or improper

English common law authority (which would

and being separately liable for its own debts due to third parties. However

the shares he holds; the company having a separate legal personality from that of

provided a director complies with the fiduciary

a director of a Cayman Islands company is