EXHIBIT 10.94

FIRST AMENDMENT TO LOAN AGREEMENT

THIS FIRST AMENDMENT TO LOAN AGREEMENT ("Amendment") is made and entered into effective as of December 31, 2002 in Columbus, Ohio, by and among PRIMROSE
SCHOOL FRANCHISING COMPANY, a Georgia corporation (the "Borrower"), PRIMROSE HOLDINGS, INC., a Delaware corporation ("PHI"), SECURITY CAPITAL CORPORATION, a Delaware corporation ("SCC" and,
together with PHI, the "Corporate Guarantors"), BRIAN D. FITZGERALD, an individual (the "Individual Guarantor"), and BANK ONE, N.A., a national banking association with its corporate headquarters in
Columbus, Ohio (the "Lender").

Recitals

The following recitals are representations with respect to certain factual matters that form the basis of this Amendment and are an
integral part of this Amendment.

A.    Pursuant
to the terms and conditions of a certain Loan Agreement dated as of April 5, 2002 by and among the Borrower, the Corporate Guarantors and the Lender (the
"Loan Agreement"), the Lender agreed to make to the Borrower (i) loans (collectively, the "Revolving Credit Loans") up to the maximum aggregate sum of $1,000,000 under a revolving line of
credit (the "Revolving Credit Commitment") and (ii) a term loan in the principal amount of $7,200,000 (the "Term Loan"). Certain capitalized terms that are not otherwise defined herein shall
have the meanings ascribed to them in the Loan Agreement;

B.    To
evidence the Revolving Credit Loans, the Borrower executed a certain Revolving Credit Note dated April 5, 2002 (the "Revolving Credit Note"), whereby the
Borrower promised to pay to the order of the Lender, on or before September 30, 2003, the Revolving Credit Loans, together with interest as set forth in the Loan Agreement;

C.    To
evidence the Term Loan, the Borrower executed (i) a certain Tranche A Term Note dated April 5, 2002 in the original principal amount of $4,000,000 (the
"Tranche A Term Note") and (ii) a certain Tranche B Term Note dated April 5, 2002 in the original principal amount of $3,200,000 (the "Tranche
B Term Note" and, together with the Tranche A Term Note, the "Term Notes"), whereby the Borrower promised to pay to the order of the Lender, on or before September 30, 2003, the Term Loan,
together with interest as set forth in the Loan Agreement;

D.    To
secure the Loan Agreement and the Revolving Credit Note and the Term Notes (collectively, the "Notes"), the Lender and the Borrower entered into a certain Borrower
Security Agreement dated as of April 5, 2002 (the "Borrower Security Agreement");

E.    In
consideration of the Lender entering into the Loan Agreement, each Corporate Guarantor agreed, by a certain separate Unconditional Corporate Guaranty Agreement dated
as of April 5, 2002 (individually, a "Corporate Guaranty" and collectively, the "Corporate Guaranties"), to unconditionally guaranty the repayment of the Revolving Credit Loans and the Term
Loan;

F.    In
consideration of the Lender entering into the Loan Agreement, the Individual Guarantor agreed, by a certain Unconditional Individual Guaranty Agreement dated as of
April 5, 2002 (the "Individual Guaranty"), to unconditionally guaranty the repayment of the Revolving Credit Loans and the Term Loan, subject to the limitations set forth therein;

G.    To
secure the Loan Agreement and the Notes and PHI's obligations under its Corporate Guaranty, the Lender and PHI entered into a Guarantor Security Agreement dated as of
April 5, 2002 (the "Guarantor Security Agreement");

H.    To
further secure the Loan Agreement and the Notes and PHI's obligations under its Corporate Guaranty, PHI executed and delivered to the Lender a certain Stock Pledge
Agreement

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dated as of April 5, 2002 (the "Stock Pledge Agreement"), pursuant to which PHI pledged and assigned to the Lender all of the shares of common stock of the Borrower owned by PHI;

I.    To
secure the Loan Agreement and the Notes and the Individual Guarantor's obligations under the Individual Guaranty, the Lender and the Individual Guarantor entered into
an Investment Property Security Agreement dated as of April 5, 2002 (the "Investment Property Security Agreement");

J.    To
secure the Loan Agreement and the Notes and SCC's obligations under its Corporate Guaranty, the Lender, SCC and Banc One Securities Corporation entered into a certain
Control Agreement dated July 19, 2002 (the "Control Agreement");

K.    The
Lender is still the holder and beneficiary of the Loan Agreement, Notes, Borrower Security Agreement, Corporate Guaranties, Individual Guaranty, Guarantor Security
Agreement, Stock Pledge Agreement, Investment Property Security Agreement and Control Agreement (such documents, together with all other documents related thereto, are hereinafter collectively
referred to as the "Loan Documents"); and

L.    The
Borrower, the Corporate Guarantor, the Individual Guarantor and the Lender desire to amend the Loan Documents to, among other things: (i) provide for the
substitution of a new promissory note for the Term Notes in order to modify the principal and interest payments payable thereunder and to extend the maturity date of the Term Loan from
September 30, 2003 until December 31, 2004; (ii) modify the interest rate payable under the Revolving Credit Note; (iii) terminate the Individual Guaranty, Investment
Property Security Agreement and Control Agreement; and (iv) make certain other changes to the provisions of the Loan Documents.

Agreement

NOW, THEREFORE, in consideration of the agreement and undertakings of the parties hereto to amend the Loan Documents, and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.Balance of Term Loan; Substitute Term Note.

(a)  The
parties hereby acknowledge and agree that the outstanding principal balance of the Term Loan as of the date hereof is $5,328,000.

(b)  On
the date hereof, the Borrower shall execute and deliver to the Lender a Term Note in the form of attached Exhibit A hereto (the "Substitute Term Note"), which
shall amend, restate and replace and be in substitution for the existing Term Notes. Upon the execution and delivery of the Substitute Term Note by the Borrower, the Lender shall deliver each of the
original Term Notes to the Borrower marked "Cancelled".

(c)  From
and after the date hereof, unless the context thereof otherwise clearly requires, (i) all references in the Loan Documents to one or both of the Term Notes
shall be deemed to refer to the Substitute Term Note, and (ii) all references to the Tranche A Term Loan and/or the Tranche B Term Loan shall be deemed to refer to the Term Loan as evidenced by
the Substitute Term Note.

(d)  Notwithstanding
anything in the Loan Documents to the contrary, the Substitute Term Note shall include the following terms (which terms shall replace those set forth in
Section 2.2 of the Loan Agreement):



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2.Amendments to Loan Agreement.All terms and conditions of the
Loan Agreement shall remain in full force and effect without change except as set forth in Section 1 hereof and as follows:



3.Amendments to Security Agreements.All terms and conditions
of the Borrower Security Agreement, the Guarantor Security Agreement, the Stock Pledge Agreement and the Corporate Guaranties shall remain in full force and effect without change except that the
following is hereby added at the end of Recital A on page one thereof:



4.Termination of Individual Guaranty, Investment Property Security Agreement and Control
Agreement.The Lender hereby releases the guaranty of the Individual Guarantor evidenced by the Individual Guaranty and terminates its security interest in the
property of the Individual Guarantor under the Investment Property Security Agreement and the property of SCC under the Control Agreement. The parties hereto hereby terminate, effective as of the date
hereof, the Individual Guaranty, Control Agreement
and Investment Property Security Agreement. From and after the date hereof, the Individual Guaranty, Control Agreement and Investment Property Security Agreement shall be void and of no further force
and effect.

5.Closing Fee.Upon execution of this Amendment by the parties
hereto, the Borrower shall pay the Lender a closing fee in the amount of $26,640.00 (representing 0.50% of the outstanding principal balance of the Term Loan in the amount of $5,328,000).

6.Reaffirmation of Representations and Warranties.The Borrower
and the Corporate Guarantors hereby, jointly and severally, represent and warrant that they are in full compliance with all terms, conditions, covenants, agreements, stipulations, representations and
warranties under the Loan

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Documents, as amended hereby, and the Borrower and the Corporate Guarantors, jointly and severally, hereby reaffirm the same as of the date hereof.

7.Compliance with Loan Documents.Each of the Borrower and the
Corporate Guarantors covenants to perform and observe all covenants, agreements, stipulations and conditions on its respective part to be performed under the Loan Documents, as amended hereby.

8.Continuation of Loan Documents.Except as specifically
modified herein, the Loan Documents shall remain in full force and effect in all respects according to their original terms, covenants and conditions as security for the unpaid balance of the
indebtedness and interest thereon evidenced by the Loan Agreement and the Notes, and nothing in this Amendment shall affect or impair any rights and powers that the Lender may have thereunder. All of
the amendments to the Loan Documents set forth in this Amendment shall be deemed to operate prospectively only, and the provisions of the Loan Documents that were in place prior to this Amendment
shall continue to govern all matters related to periods prior to the date hereof.

9.Expenses.The Borrower shall pay or cause to be paid and save
the Lender harmless against liability for the payment of all reasonable out-of-pocket expenses, including counsel fees and disbursements, incurred or paid by the Lender in
connection with the negotiation, development, preparation, execution and performance of this Amendment.

10.Counterparts.This Amendment may be simultaneously executed
in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

11.Successors and Assigns.This Amendment is binding upon, and
shall inure to the benefit of, the parties hereto and their respective successors and assigns; provided, however, that neither the Borrower nor
either Corporate Guarantor may assign or transfer their respective rights or duties under this Amendment or the Loan Documents without the prior written consent of the Lender.

12.Governing Law.This Amendment shall be governed by and
construed in accordance with the laws of the State of Ohio without giving effect to the conflicts of laws thereof.

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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above.

|LENDER:                                                    |  | CORPORATE GUARANTORS:                          
|---------------------------------------------------------- |  | -----------------------------------------------
|BANK ONE, N.A., a national
banking corporation             |  | PRIMROSE HOLDINGS, INC.,
a Delaware corporation
|By:                                                        |  | /s/ Mark Slayman                               
|                                                           |  | Mark Slayman, Vice President                   
|                                                           |  |                                                
|                                                           |  |                                                
|                                                           |  |                                                
|                                                           |  |                                                
|                                                           |  |                                                
|BORROWER:                                                  |  | INDIVIDUAL GUARANTOR:                          
|PRIMROSE SCHOOL FRANCHISING
COMPANY, a Georgia corporation |  |                                                
|By:                                                        |  | /s/ J. Derek Fuller                            
|Name:                                                      |  | J. Derek Fuller                                
|Title:                                                     |  | Vice President                                 

CONSENT OF BANC ONE SECURITIES CORPORATION

Pursuant to the provisions of the forgoing First Amendment to Loan Agreement (the "Amendment"), Banc One Securities Corporation hereby consents to the termination
of the Control Agreement (as defined in the Amendment).

|BANC ONE SECURITIES CORPORATION |  |                             
|------------------------------- |  | ----------------------------
|By:                             |  | /s/ Peter D. Risch          
|Name:                           |  | Peter D. Risch              
|Title:                          |  | Senior Investment Consultant

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EXHIBIT A

TERM NOTE

|$5,328,000 |  | Columbus, Ohio
December 31, 2002
|---------- |  | --------------------------------

FOR
VALUE RECEIVED, PRIMROSE SCHOOL FRANCHISING COMPANY, a Georgia corporation (the "Borrower"), hereby promises to pay to the order of BANK ONE, N.A., a national banking association
(the "Lender"), or its assigns, as further provided herein, the principal amount of Five Million Three Hundred Twenty-Eight Thousand Dollars ($5,328,000), together with interest on the unpaid
principal balance hereunder at the fluctuating rate of interest provided for in Article 2 of the Agreement (as referred to and defined in Section 1 hereof) and in Section 1(d) of
the First Amendment (defined below). Interest on the unpaid principal balance shall be calculated pursuant to the fluctuating rate of interest provided for in Article 2 of the Agreement (as set
forth in Section 1(d) of the First Amendment) and shall be paid on the dates as determined in accordance with the provisions of Article 2 of the Agreement and Section 1(d) of the
First Amendment. In accordance with the provisions of Section 1.2(d)(iv) of the First Amendment, principal shall be due and payable as follows: (i) four (4) equal
consecutive quarterly installments each in the amount of $600,000.00 shall be due and payable commencing on March 15, 2003 and continuing on June 15, 2003, September 15, 2003 and
December 15, 2003; (ii) four (4) equal consecutive quarterly installments each in the amount of $732,000.00 shall be due and payable commencing on March 15, 2004 and
continuing on June 15, 2004, September 15, 2004 and December 15, 2004; and (iii) one final payment in the amount of the unpaid principal balance (if any) hereof and
accrued, unpaid interest thereon shall be due and payable on December 31, 2004. Both principal and interest are payable in federal funds or other immediately available money of the United
States of America at Bank One, N.A., 100 East Broad Street, Columbus, Ohio 43217-0171.

Section 1.Loan Agreement.This Term Note (this "Note")
amends, restates, replaces and is in substitution for that certain Tranche A Term Note and that certain Tranche B Term Note, each dated April 5, 2002, referred to in the Loan Agreement dated as
of April 5, 2002, among the Borrower, Primrose Holdings, Inc., a Delaware corporation, Security Capital Corporation, a Delaware corporation, Brian D. Fitzgerald and the Lender, as the
same may be amended, modified or supplemented from time to time (the "Agreement"), which Agreement is incorporated herein by reference. This Note is the Substitute Term Note referred to in the First
Amendment to Loan Agreement dated as of December 31, 2002 that amends the Agreement (the "First Amendment"). All capitalized terms used herein shall have the
same meanings as are assigned to such terms in the Agreement. This Note is entitled to the benefits of and is subject to the terms, conditions and provisions of the Agreement. The Agreement, among
other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, and also for prepayments of principal prior to maturity hereof upon the terms,
conditions and provisions specified therein.

Section 2.Endorsements.All payments made on account of
principal hereof shall be recorded by the Lender; provided, however, that the failure of the Lender or any holder to make such notation shall not limit or otherwise affect the obligations of the
Borrower hereunder or under the Agreement.

Section 3.Setoff.Any and all moneys now or at any time
hereafter owing to the Borrower from the holder hereof are hereby pledged for the security of this and all other Indebtedness from the Borrower to the holder hereof, and may, upon the occurrence and
during the continuance of any Event of Default, be paid and applied thereon whether such Indebtedness be then due or to become due.

Section 4.Confession of Judgment.The undersigned hereby
irrevocably authorizes an attorney-at-law to appear for the undersigned in an action on this Note at any time after the same becomes due, whether by acceleration or otherwise,
in any court of record in or of the State of Ohio, and to waive the issuing and service of process against the undersigned and to confess judgment in favor of the holder of this Note against the
undersigned for the amount that may be due, with interest

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at the rate herein mentioned and cost of suit, and to waive and release all errors in such proceedings and judgment, and all petitions in error and rights of appeal from the judgment rendered. The
foregoing warrant of attorney shall survive any judgment, and, if any judgment be vacated for any reason, the holder hereof nevertheless may thereafter use the foregoing warrant of attorney to obtain
an additional judgment or judgments against the undersigned.

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WARNINGBY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON
HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.

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| |  | PRIMROSE SCHOOL FRANCHISING COMPANY, a
Georgia corporation
| |  | ----------------------------------------------------------
| |  | By:                                                       
| |  | Name:                                                     
| |  | Title:                                                    

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