NET LEASE AGREEMENT


     THIS  LEASE, made and entered into effective as of this 27th
day  of  September, 2000, by and between NNN-CW  LP,  a  Delaware
limited  partnership, whose mailing address is c/o Trammell  Crow
Company,  7535  E.  Hampden Ave., Suite 650,  Denver,  CO   80231
("Lessor"), and ARAMARK Educational Resources, Inc.,  a  Delaware
corporation,  d/b/a  Children's  World  Learning  Centers,  whose
address  is  573)  Park  Point  Drive,  Golden,  Colorado   80401
("Lessee");

                           WITNESSETH:

     WHEREAS, Lessor is the fee owner of a certain parcel of real
property and improvements located at 393 West Center Street, West
Bridgewater,  MA   02379,  and legally  described  in  Exhibit  A
attached hereto and incorporated herein by reference; and

     WHEREAS,  Lessee  constructed or caused the construction  of
the  building and improvements (together the "Building")  on  the
real property described in Exhibit A; and

     WHEREAS,  Lessee sold said real property and Building  (said
real  property  and  Building  hereinafter  referred  to  as  the
premises  ("Premises"), to Lessor and simultaneously leases  said
Premises   back  from  Lessor  upon  the  terms  and   conditions
hereinafter provided;

     NOW,  THEREFORE,  in  consideration  of  the  rents,  terms,
covenants, conditions, and agreements hereinafter described to be
paid,  kept,  and performed by Lessee, Lessor does hereby  grant,
demise,  lease, and let unto Lessee, and Lessee does hereby  take
and hire from Lessor and does hereby covenant, promise, and agree
as follows:

                   ARTICLE 1.  LEASED PREMISES

     Lessor hereby leases to Lessee, and Lessee leases and  takes
from  Lessor,  the  Premises subject to the  conditions  of  this
Lease.

                        ARTICLE 2.  TERM

     (A)   The term of this Lease ("Term") shall be approximately
three  months  and  fifteen  (15)  consecutive  Lease  Years,  as
hereinafter defined, commencing on September 28, 2000 ("Occupancy
Date"), and ending November 30, 2015.

     (B)   There shall be an Interim Term which shall be from the
Occupancy  Date to December 1, 2000.  The first "Lease  Year"  of
the  Term shall be from December 1, 2000 to November 30, 2001 and
each successive Lease Year shall be a successive period of twelve
(12) calendar months.

     (C)   A  short  form or memorandum of this  Lease  has  been
executed for recording purposes in the form attached as Exhibit B
hereto.   Lessee  shall pay any costs, fees or  taxes  associated
with such recording.  Termination of Lessee's right to possession
shall  be  conclusive evidence of termination of  any  option  to
renew, purchase, or to any right of first refusal, if any.  Entry
of  a  court order terminating Lessee's right of possession shall
be   sufficient  evidence  of  the  termination  of  any   rights
established  by such Memorandum of Lease, and the  Memorandum  of
Lease  shall  so  state.  Abandonment of the Premises  by  Lessee
shall  not  be  considered a termination  of  Lessee's  right  to
possession of the Premises if Lessee continues maintenance of the
Premises and payment of rent under the terms of the Lease.

           ARTICLE 3.  RESPONSIBILITY FOR IMPROVEMENTS

     (A)   Lessee represents, to the best of its knowledge,  that
the Building and all other improvements to the land do materially
comply   with   the  applicable  laws,  ordinances,   rules   and
regulations of all state, federal and local governments.

     (B)   On the Occupancy Date, Lessee shall be deemed to  have
accepted  the  Premises  "as  is  and  where  is"  and  to   have
acknowledged  that  the Premises are in the  condition  described
under  this  Lease  and  that  Lessee  is  responsible  for   the
correction or repair of any defects or deficiencies in or of  the
Premises  whether in existence as of the date of  this  Lease  or
discovered  after  such  date,  including  but  not  limited   to
compliance   with   applicable  laws,   ordinances,   rules   and
regulations of ail state, federal, and local governments.

                   ARTICLE 4.  RENTAL PAYMENTS

     (A)   Lessee  shall pay the Annual Base Rent  ("Rental")  to
Lessor during the Term in the amount as stated in this section in
equal  monthly  installments as stated in  Exhibit  4.A  each  in
advance,  without  any setoff or deduction except  as  stated  in
Article  34  below,  on  or before the 1st  day  of  each  month,
commencing  on the 1st day of October, 2000, and for  a  prorated
amount  for  any  partial month.  The prorated  amount  from  the
Occupancy  Date  through September 30, 2000,  shall  be  due  and
payable on the Occupancy Date.

     (B)   The  Initial  Annual  Base Rent  provided  for  in  A.
immediately  above  shall be subject to being increased  on  each
Adjustment  Date  (as defined below) by the  lesser  of  (i)  the
applicable  following percentages multiplied by the  Annual  Base
Rent  for  the  immediately  previous three  year  period  ("Rent
Adjustment"):

     Adjustment Date          Rent Adjustment
     4th Lease Year             3.33%
     7th Lease Year             2.0%
     10th Lease Year            2.0%
     13th Lease Year            2.0%

  or  (ii) two hundred percent (200%) of the percentage increase,
if any, in the United States Department of Labor, Bureau of Labor
Statistics  Consumer Price Index ("CPI") for All Items-All  Urban
Consumers  (base year 1982-84 = 100) for the U.S.  City  Average,
("Index")  (which this phrase (ii) shall be defined as  the  "CPI
Adjustment") as follows:

          The  CPI Adjustment shall be determined using  the
          Index  published  nearest to  the  date  four  (4)
          months   prior  to  the  Occupancy  Date  as   the
          "Beginning Index."  The Index published nearest to
          the  date  four (4) months prior to the applicable
          Adjustment  Date  shall be  the  "Adjustment  Date
          Index."   On  each  Adjustment  Date  (defined  as
          commencing with the beginning of the fourth  (4th)
          Lease  Year,  and  every three (3)  year  interval
          thereafter,  i.e. commencement of the  7th,  10th,
          13th,  etc. Lease Years) during the Term  of  this
          Lease  and  all Renewal Terms, if applicable,  the
          Annual   Base  Rent  as  determined  by  the   CPI
          Adjustment shall be calculated by multiplying  the
          then existing Annual Base Rent by a fraction,  the
          numerator  of  which fraction  is  the  applicable
          Adjustment Date Index and the denominator of which
          fraction  is the Beginning Index.  The  amount  of
          the CPI Adjustment shall be the difference between
          the  amount  so  determined and the then  existing
          Annual Base Rent, which sum shall be added back to
          the then existing Annual Base Rent.  The amount so
          determined  shall  be  the  Annual  Base  Rent  as
          determined  by the CPI Adjustment.  If  the  Index
          has  changed  so that the base year  differs  from
          that  used  in  this section, the Index  shall  be
          converted in accordance with the conversion factor
          published  by  the  United  States  Department  of
          Labor,  Bureau of Labor Statistics.  If the  Index
          is  discontinued or revised during the Term hereof
          or any portion or extension, such other government
          index  or  computation with which it  is  replaced
          shall be used in order to obtain substantially the
          same result as would be obtained if the Index  has
          not been discontinued or revised.

          The  Annual  Base  Rent  for  the  applicable
          Adjustment Date and until the next Adjustment
          Date  shall be the amount determined  by  the
          CPI   Adjustment  or  the  Rent   Adjustment,
          whichever is less, but in no event shall  the
          Annual Base Rent be less than the Annual Base
          Rent for the previous Lease Year.

     (C)   Overdue  Payments.  Lessee shall pay interest  on  all
overdue  payments  of  Rental  or  other  monetary  amounts   due
hereunder at a rate equal to the prime rate (as announced by  the
Wall  Street  Journal newspaper) plus two percent, accruing  from
the  date such Rental or other monetary amounts were properly due
and payable.

     (D)   This Net Lease Agreement was entered into as  part  of
that certain Purchase and Sale Agreement and Escrow Instructions,
dated  on  or  about  July  7, 2000 ("Contract").   The  Contract
provides  that  Seller  convey to Purchaser,  by  bill  of  sale,
certain personal property located on the Premises.  It is  hereby
understood  and  agreed  to  by the  parties  that  the  personal
property  conveyed in said bill of sale (a copy attached  hereto)
is part of the Premises and is to be leased pursuant to the terms
of  the Lease.  There shall be no additional rent charged for the
lease of the personal property referred to in the bill of sale.

               ARTICLE 5.  INSURANCE AND INDEMNITY

     (A)  Lessee shall, throughout the Term or Renewal Terms,  if
any,  of  this  Lease, at its own cost and expense,  procure  and
maintain  insurance  which covers the Premises  and  improvements
against  fire, wind, and storm damage (including flood  insurance
if  the  Premises is in a federally designated flood prone  area)
and  such other risks as may be included in the broadest form  of
extended  coverage  insurance as  may,  from  time  to  time,  be
available in amounts sufficient to prevent Lessor or Lessee  from
becoming   a  co-Insurer  within  the  terms  of  the  applicable
policies. In any event, the insurance coverage shall not be  less
than  one  hundred  percent (100%) of the then  insurable  value.
Additionally,    replacement   cost    endorsements,    vandalism
endorsement,   malicious   mischief   endorsement,   waiver    of
subrogation  endorsement, waiver of co-insurance endorsement  (if
available), shall be obtained.

     (B)  Lessee agrees to place and maintain throughout the Term
or Renewal Terms, if any, of this Lease, at Lessee's own expense,
public liability, in combination with excess liability, insurance
with respect to Lessee's use and occupancy of said Premises, with
initial  limits  of  at  least $2,000,000/$5,000,000  for  bodily
injury and property damage, or such additional amounts subject to
commercially  reasonable deductibles, as Lessor shall  reasonably
require  from  time  to  time,  including  contractual  liability
insurance  covering  Lessee's obligations and  indemnities  under
this Lease.

     (C)  Lessee agrees to notify Lessor in writing if Lessee  is
unable  to  procure all or some part of the aforesaid  insurance.
In the event Lessee fails to provide all insurance required under
this  Lease, Lessor shall have the right, but not the obligation,
to  procure  such insurance on Lessee's behalf, and  Lessee  will
then,  within  ten  (10)  business days  from  receiving  written
notice,  pay  Lessor  the amount of the  premiums  due  or  paid,
together with interest thereon at the current prime rate plus two
percent, which amount shall be considered rent payable by  Lessee
in addition to the Rental defined at Article 4 hereof.

     (D)   All policies of insurance provided for or contemplated
by   this  Article  shall  be  primary  to  Lessor  for  Lessee's
responsibilities under this Agreement, and shall name Lessor  and
Lessee  and  any mortgagee as insured or additional  insured  and
loss  payee, as their respective interests may appear, and  shall
provide  that  the  policies cannot be canceled,  terminated,  or
modified  in  a  manner  that materially  affects  the  insurance
required hereunder without thirty (30) days written notice to the
parties.   All insurance companies must have an A.M. Best  rating
of  "Good" or better.  Lessee has provided Lessor with a  legible
copy  of the applicable insurance certificate(s) and will provide
Lessor  with  copies  of any changes thereto  and  shall  provide
evidence  no  less than thirty (30) days prior to the  expiration
thereof  of the renewal thereof and the renewal and existence  of
requisite  public liability insurance as by current  certificates
of insurance.

     (E)    Lessee  shall  defend,  indemnify,  and  hold  Lessor
harmless against any and all claims, damages, and lawsuits of any
nature whatsoever arising on or after the Occupancy Date of  this
Lease  and any orders, decrees or judgments which may be  entered
therein,  brought for damages or alleged damages  resulting  from
any  injury to person or property or from loss of life  sustained
in  or  about  the  Premises, and Lessee agrees  to  save  Lessor
harmless from, and indemnify and defend Lessor against,  any  and
all injury, loss, or damage, of whatever nature, to any person or
property  caused  by,  or resulting from any  act,  omission,  or
negligence  of  Lessee or any employee, agent, or  contractor  of
Lessee.  In addition, Lessee hereby releases Lessor from any  and
all liability for any loss or damage caused by fire or any of the
extended coverage casualties, even if such fire or other casualty
shall  be  brought  about by the negligence (but  not  the  gross
negligence  or  intentional or willful misconduct or  malice)  of
Lessor.

     (F)   Lessor  hereby waives any and all rights that  it  may
have to recover from Lessee damages for any loss occurring to the
Premises  by  reason of any act or omission of Lessee;  provided,
however,  that this waiver is limited solely to those losses  for
which  Lessor  is  actually compensated by its insurers.   Lessee
hereby waives any and all right that it may have to recover  from
Lessor  damages for any loss occurring to the Premises by  reason
of  any  act or omission of Lessor; provided, however, that  this
waiver  is  limited solely to those losses for  which  Lessee  is
actually compensated by its insurers.

          ARTICLE 6.  TAXES, ASSESSMENTS AND UTILITIES

     (A)   Lessee shall be liable for, and agrees to  pay  at  or
before  the due date thereof, the charges for, all public utility
services  rendered or furnished to the Premises, including  heat,
water,  gas, electricity, sewer, sewage treatment facilities  and
the like, all personal property taxes, real estate taxes, special
assessments,  and  municipal  or  government  charges,   general,
ordinary  and extraordinary, of every kind and nature whatsoever,
which  may  be levied, imposed, or assessed against the Premises,
or  upon any improvements thereon, at any time from and after the
Occupancy Date of this Lease and prior to the expiration  of  the
Term, including any Renewal Term.  Such payments shall be due and
payable as rent paid by Lessee in addition to the Rent defined at
Article 4 hereof.

     (B)  Lessee shall pay all real estate taxes, assessments for
public   improvements   or  benefits,  and   other   governmental
impositions,  duties,  and  charges  of  every  kind  and  nature
whatsoever which shall or may, during the Term of this Lease,  be
charged, levied, assessed, or imposed upon, or become a  lien  or
liens  upon  the Premises or any part thereof or upon  the  rents
payable hereunder, except for taxes based solely upon the  income
of  Lessor.  Such payments shall be due and payable as rent  paid
by  Lessee  in addition to the Rent defined at Article 4  hereof.
Lessee  shall  be  deemed  to have complied  with  the  foregoing
covenant  if  payment  is made by Lessee  within  the  time  when
payment is permitted without penalty or interest, and before  the
same  shall become a lien upon the Premises.  If by law any  real
estate taxes, assessments for public improvements or benefits, or
other governmental impositions, duties, and charges of every kind
and  nature whatsoever may at the option of the taxpayer be  paid
in  installments  (whether or not interest shall  accrue  on  the
unpaid  balance), Lessee may exercise the option to pay the  same
in  installments and shall pay such installments as  they  become
due during the Term of this Lease.  Lessee shall be liable for  a
pro  rata  portion of any installments which come due  after  the
expiration  of  the  Lease Term, to the extent such  installments
relate to a period prior to such expiration, and Lessor shall  be
liable for the pro rata portion of any installments which becomes
due  after  the expiration of the Lease Term, to the extent  such
installments relate to a period after such expiration.  If due to
a  change in the method of taxation, a franchise tax, rental tax,
or  income  or  profit  tax  shall be levied  against  Lessor  in
substitution  for  or  in lieu of any tax which  would  otherwise
constitute  a  real estate tax, such tax shall be deemed  a  real
estate tax for the purposes herein and shall be paid by Lessee.

     (C)    All   real  estate  taxes,  assessments  for   public
improvements  or benefits, water rates and charges, sewer  rents,
and  other  governmental impositions, duties, and  charges  which
shall become payable for the first and last tax years of the Term
shall  be  apportioned  pro rata between  Lessor  and  Lessee  in
accordance with the respective number of months during which each
party  shall be in possession of the Premises in said  respective
tax  years.   For  the purposes of this provision,  all  personal
property  taxes, real estate taxes and special assessments  shall
be  deemed  to  have  been assessed in the year  that  the  first
payment or any installment thereof is due.

     (D)   Lessee  shall have the right to contest or  review  by
legal proceedings or in such other manner as may be legal (which,
if instituted, shall be conducted solely at Lessee's own expense)
any tax, assessment for public improvements or benefits, or other
governmental  imposition aforementioned, at any  time  until  the
property  is  subject to levy or execution.  All such proceedings
shall  be  begun  as  soon  as  reasonably  possible  after   the
imposition  or  assessment of any contested items  and  shall  be
prosecuted  to final adjudication with reasonable  dispatch.   In
the  event  of any reduction, cancellation, or discharge,  Lessee
shall  pay  the amount that shall be finally levied  or  assessed
against  the Premises or adjudicated to be due and payable,  and,
if  there  shall  be  any  refund  payable  by  the  governmental
authority  with  respect thereto, Lessee  shall  be  entitled  to
receive  and  retain the same, subject, however, to apportionment
as  provided during the first and last years of the Term of  this
Lease.

     (E)   Lessor, within sixty (60) days after notice to  Lessee
if  Lessee fails to commence such proceedings, may, but shall not
be  obligated to, contest or review by legal proceedings,  or  in
such  other manner as may be legal, and at Lessor's own  expense,
any  tax,  assessments for public improvements and  benefits,  or
other governmental imposition aforementioned, which shall not  be
contested or reviewed, as aforesaid, by Lessee, and unless Lessee
shall promptly join with Lessor in such contest or review, Lessor
shall be entitled to receive and retain any refund payable by the
governmental authority with respect thereto.

     (F)   Lessor shall not be required to join in any proceeding
referred  to  in  this  Article, unless  in  Lessee's  reasonable
opinion,  the provisions of any law, rule, or regulation  at  the
time in effect shall require that such a proceeding be brought by
and/or  in  the name of Lessor, in which event Lessor shall  upon
written  request, join in such proceedings or permit the same  to
be brought in its name.

              ARTICLE 7.  ASSIGNMENT AND SUBLETTING

     So  long  as  Lessee  shall  remain  fully  liable  for  the
performance  of all obligations of any lessee under  this  Lease,
and if Lessee provides notice and true and complete copies of all
assignments  or  sublet  agreements to Lessor,  then  Lessee  may
assign  or  sublet this Lease or the Premises without  the  prior
permission of Lessor.  Lessee shall, prior to the effective  date
thereof  deliver  to  Lessor executed counterparts  of  any  such
agreement  and  of  all ancillary agreements  with  the  proposed
assignee  or  sublessee, as applicable.  Lessor  shall  have  the
right  to  require all rental payable to Lessee  under  any  such
subletting    or   assignment   to   be   payable   to    Lessor.
Notwithstanding any such assignment or subletting,  the  Premises
shall  be continuously operated as a licensed child care facility
during the first two (2) Lease Years.

               ARTICLE 8.  REPAIRS AND MAINTENANCE

     Lessee  covenants  and agrees to keep and maintain  in  good
order,  condition  and repair the interior and  exterior  of  the
Premises, including all structures, the roof, the playground, and
all other improvements, during the Term of the Lease, and further
agrees  that  Lessor  shall be under no obligation  to  make  any
repairs  or  perform  any maintenance to  the  Premises.   Lessee
covenants  and  agrees  that  it shall  be  responsible  for  all
repairs,  alterations, replacements, or maintenance of, including
but  without  limitation, interior and exterior portions  of  all
doors, door checks and operators, windows, plate glass, plumbing,
water  and  sewage  facilities, fixtures,  electrical  equipment,
interior walls, ceilings, signs, interior building appliances and
similar  equipment, heating and air conditioning  equipment,  and
further  agrees  to  be  replace  any  of  said  equipment   when
necessary.  Lessee further agrees to be responsible for,  at  its
own   expense,   snow  removal,  lawn  maintenance,  landscaping,
maintenance  of  the parking lot (including parking  lines,  seal
coating,  and  blacktop  surfacing),  and  other  similar  items.
Lessee,   for   itself,  its  successors,  assignees,   sublessee
customers,  and  invitees hereby irrevocably waives  any  implied
warranty of habitability or fitness for any purpose by Lessor  or
any  other  implied  warranty  by Lessor  whatsoever  as  to  the
Premises.

     If  after written notice and a 90 day cure period (except in
the event of emergencies), Lessee refuses or neglects to commence
or  complete  repairs promptly and adequately, Lessor  may  cause
such repairs to be made, but shall not be required to do so,  and
Lessee  shall  pay  the  cost thereof to Lessor  upon  demand  as
additional  rent under this Lease.  It is understood that  Lessee
shall pay all expenses and maintenance and repair during the Term
of  this  Lease.   If  Lessee is not then in  default  hereunder,
Lessee  shall have the right to make repairs and improvements  to
the  Premises without the consent of Lessor if such  repairs  and
improvements  do  not  exceed $50,000 provided  such  repairs  or
improvements  do  not  affect  the structural  integrity  of  the
Premises.   Any repairs or improvements in excess of  $50,000  or
affecting  the structural integrity of the Premises may  be  done
only  with the prior written consent of Lessor, such consent  not
to  be  unreasonably withheld.  All alterations and additions  to
the Premises shall be made in accordance with all applicable laws
and  shall  remain  for  the benefit of Lessor.   Lessee  further
agrees,  in  the  event  of  making such  alterations  as  herein
provided, to indemnify and save harmless Lessor from all expense,
liens,  claims  or damages to either persons or property  or  the
Premises  arising  out of or resulting from  the  undertaking  or
making  of  said repairs, improvements, alterations or additions,
or   Lessee's   failure  to  make  said  repairs,   improvements,
alterations or additions.

        ARTICLE 9.  COMPLIANCE WITH LAWS AND REGULATIONS

     Lessee will materially comply with all statutes, ordinances,
rules,  orders,  regulations  and requirements  of  all  federal,
state, city and local governments, and with all rules, orders and
regulations  of  the applicable Board of Fire Underwriters  which
affect  the  use  of  the improvements.  Lessee  will  materially
comply  with  all  easements, restrictions,  covenants  or  other
matters  of  record and those not of record if  entered  into  by
Lessee  or  an  agent of Lessee or with Lessee's written  consent
against  or  affecting the Premises existing as of the  Occupancy
Date,  or  subsequently arising if entered into by Lessee  or  an
agent of Lessee or with Lessee's written consent, or required for
operation  of the Premises in accordance with Article 14  hereof,
and  Lessee  hereby assumes all obligations of Lessor thereunder,
including,  without  limitation, any obligations  for  compliance
with  variances  obtained by Lessee or if  of  record,  variances
obtained on or prior to the Occupancy Date, compliance with flood
hazard  area  requirements, payment of assessments, reimbursement
for  construction  of  improvements by  others,  construction  of
additional  improvements,  maintenance,  sharing  of   costs   or
otherwise.

                       ARTICLE 10.  SIGNS

     Lessee  shall have the right to install and maintain a  sign
or  signs advertising Lessee's business, provided that the  signs
conform  to  law,  and further provided that the  sign  or  signs
conform   specifically  to  the  written  requirements   of   the
appropriate governmental authorities.

                   ARTICLE 11.  SUBORDINATION

     (A)   Lessor reserves the right and privilege to subject and
subordinate  this Lease at all times to the lien of any  mortgage
or  mortgages now or hereafter placed upon Lessor's  interest  in
the Premises and on the land and buildings of which said Premises
are  a part, or upon any buildings hereafter placed upon the land
of  which the Premises are a part, and to any and all advances to
be  made  under  such mortgages, and all renewals, modifications,
extensions,  consolidations, and replacements  thereof,  provided
such   a   mortgagee  shall  execute  a  reasonably   appropriate
subordination,  attornment and non-disturbance  agreement  (which
shall include the right to quiet enjoyment).

     (B)   Lessee  covenants and agrees to execute  and  deliver,
upon  demand,  such further reasonable instrument or  instruments
subordinating this Lease on the foregoing basis to  the  lien  of
any  such mortgage or mortgages as shall be desired by Lessor and
any  mortgage  or  proposed mortgagees, provided such  instrument
contains  a  reasonable  non-disturbance agreement  (which  shall
include the right to quiet enjoyment).

           ARTICLE 12.  CONDEMNATION OR EMINENT DOMAIN

     (A)   If  Lessee  receives  any notice  of  Condemnation  or
becomes  aware  of  any  threatened  Condemnation  affecting  the
Premises  or  any access thereto, Lessee shall forthwith  provide
written  notice  of  the  same  to  Lessor.   If  a  Condemnation
(including the taking by any public authority under the power  of
eminent  domain,  or by private purchase in lieu  thereof)  shall
affect  all  or a substantial portion of the Premises  and  shall
render the Premises unsuitable for restoration for continued  use
and occupancy in Lessee's business or causes a loss of child care
license capacity of 20% or more, then Lessee may, not later  than
60 days after possession of the Premises or any part thereof must
be delivered with respect to such Condemnation, deliver to Lessor
(i)  notice of its intention to terminate this Lease on the  next
rental payment date which occurs not less than 60 days after  the
delivery  of  such notice (the "Condemnation Termination  Date"),
(ii)  a certificate of an authorized officer of Lessee describing
the event giving rise to such termination and stating that Lessee
has  determined that such Condemnation has rendered the  Premises
unsuitable  for  restoration for continued use and  occupancy  in
Lessee's  business or that a loss of child care license  capacity
of  20%  has  occurred, and (iii) if the Condemnation Termination
Date  occurs during the Term, an irrevocable rejectable offer  by
Lessee to Lessor to purchase on the Condemnation Termination Date
any  remaining portion of the Premises and the Net  Proceeds,  if
any,  payable in connection with such Condemnation (or the  right
to  receive  the same when made, if payment thereof has  not  yet
been  made), at the price set forth on Exhibit 12(A) (the "Buyout
Price");  provided  that  if  the Condemnation  Termination  Date
occurs during any Renewal Term, this Lease shall terminate on the
Condemnation Termination Date, except with respect to obligations
and  liabilities of Lessee hereunder, which have arisen prior  to
the  Condemnation  Termination Date, and the Net  Proceeds  shall
belong  to  Lessor.  If items (i), (ii) and (iii) have been  sent
and  the Condemnation Termination Date occurs during the original
fifteen  (15) year Term, Lessor shall elect either (x) to  accept
said  offer and to convey to Lessee or its designee the remaining
portion of the Premises, if any, and there shall  be assigned  to
Lessee  or  its  designee  all of the Net  Proceeds  (as  defined
herein)  or  (y) to reject said offer and agree that  this  Lease
shall terminate on the Condemnation Termination Date, except with
respect to obligations and liabilities of Lessee hereunder  which
have  arisen prior to the Condemnation Termination Date, and  the
Net Proceeds shall belong to Lessor.  The acceptance by Lessor of
said  offer  shall be effective only if given in  writing  within
sixty  (60)  days after receipt by Lessor of items numerate  (i),
(ii)  and  (iii), and only if the Lender (if any),  in  its  sole
discretion,  provides  its written approval  of  such  acceptance
within   said   sixty-day  period.   If  notice  of   unequivocal
acceptance  from both Lessor and Lender is not given within  said
sixty  (60)  day period, then the offer shall be deemed  rejected
and  the  Lease  shall be terminated pursuant  to  this  Article.
Subsection  15(C)  shall govern if this Lease is  not  terminated
based upon Condemnation pursuant to this subsection 12(A).

                  ARTICLE 13.  RIGHT TO INSPECT

     Lessor reserves the right to enter upon, inspect and examine
the Premises at any time during business hours, and Lessee agrees
to  allow Lessor free access to the Premises to show the Premises
upon  a minimum of 48 hours prior notice to Lessee.  Lessor  will
not  enter into the Premises for purposes of this section  unless
accompanied by a representative of Lessee and Lessee does  hereby
agree to provide such representative upon request by Lessor, such
request   given not less than 48 hours in advance.  Upon  default
by  Lessee  or  at  any  time within  ninety  (90)  days  of  the
expiration  or termination of the Lease, Lessee agrees  to  allow
Lessor to place "For Sale" or "For Rent" signs on the Premises.

               ARTICLE 14.  USE OF LEASED PREMISES

     (A)   Lessee agrees and warrants that the Premises  will  be
used  only for lawfully permitted uses which do not diminish  the
value  of the Premises and which comply with applicable  law  and
any  recorded restrictions and covenants.  During the  first  two
(2)  Lease Years, such use shall be as a child care facility, and
shall   for   such   period  continually  be   used   for   such.
Notwithstanding the above, in no event shall the Premises be used
for any of the purposes set forth in Exhibit 14.

                      ARTICLE 15.  CASUALTY

     (A)  SUBSTANTIAL CASUALTY DURING THE LAST EIGHTEEN MONTHS OF
THE PRIMARY TERM OR EXTENDED TERM.  In the event of any casualty,
Lessee  shall forthwith provide Lessor with notice of  the  same.
If  a  casualty shall affect all or a substantial portion of  the
Premises and occurs during the last 18 months of the Term  or  at
any  time  during any Renewal Term, if any, and shall render  the
Premises  unsuitable  for  restoration  for  continued  use   and
occupancy or otherwise unsuitable for continued use and occupancy
in  Lessee's  business, then Lessee may, not later than  60  days
after  such  Casualty,  deliver  to  Lessor  (i)  notice  of  its
intention to terminate this Lease on the next rental payment date
which  occurs  not less than 60 days after the delivery  of  such
notice  (the "Casualty Termination Date"), (ii) a certificate  of
an  authorized officer of Lessee describing the event giving rise
to  such termination and stating that Lessee has determined  that
such   Casualty   has  rendered  the  Premises   unsuitable   for
restoration for continued use and occupancy in Lessee's business.
Upon  payment  by  Lessee of all Base Rent, additional  rent  and
other  sums  then due and payable hereunder to and including  the
Casualty  Termination  Date, this Lease shall  terminate  on  the
Casualty Termination Date except with respect to obligations  and
liabilities  of Lessee hereunder which have arisen prior  to  the
Casualty  Termination Date, and the Net Proceeds shall belong  to
Lessor.   Subsection  15(C) shall govern if  this  Lease  is  not
terminated pursuant to this subsection 15(A).

     (B)   SUBSTANTIAL CASUALTY DURING THE INTERIM  TERM  OR  THE
FIRST  THIRTEEN AND ONE HALF  YEARS.  If a Casualty shall  affect
all  or  a substantial portion of the Premises before the end  of
the  thirteenth Lease Year and six months, and shall  render  the
Premises  unsuitable  for  restoration  for  continued  use   and
occupancy  in Lessee's business, then Lessee may, not later  than
60  days after such Casualty, deliver to Lessor (i) notice of its
intention to terminate this Lease on the next rental payment date
which  occurs  not less than 60 days after the delivery  of  such
notice  (the "Casualty Termination Date"), (ii) a certificate  of
an  authorized officer of Lessee describing the event giving rise
to  such termination and stating that Lessee has determined  that
such   Casualty   has  rendered  the  Premises   unsuitable   for
restoration for continued use and occupancy in Lessee's business,
and (iii) an irrevocable rejectable offer by Lessee to Lessor  to
purchase  on the Casualty Termination Date any remaining  portion
of  the  Premises  and  the  Net Proceeds,  if  any,  payable  in
connection with such Casualty (or the right to receive  the  same
when  made,  if  payment thereof has not yet been made),  at  the
Buyout  Price.   If  items (i), (ii) and (iii)  have  been  sent,
Lessor  shall elect either (x) to accept said offer and to convey
to  Lessee  or   its designee the Premises, and there  shall   be
assigned   to   Lessee  or  its designee all of the Net  Proceeds
(as  defined herein) or (y) to reject said offer and  agree  that
this  Lease  shall  terminate on the Casualty  Termination  Date,
except  with  respect  to obligations and liabilities  of  Lessee
hereunder  which  have  arisen prior to the Casualty  Termination
Date,  and  the  Net  Proceeds  shall  belong  to  Lessor.    The
acceptance  by  Lessor of said offer shall be effective  only  if
given  in writing within sixty (60) days after receipt by  Lessor
of items numerate (i), (ii) and (iii), and only if the Lender (if
any),  in  its sole discretion, provides its written approval  of
such  acceptance  within said sixty-day  period.   If  notice  of
unequivocal acceptance from both Lessor and Lender is  not  given
within said sixty (60) day period, then the offer shall be deemed
rejected  and  the  Lease shall be terminated  pursuant  to  this
Article.   Subsection 15(C) shall govern if  this  Lease  is  not
terminated pursuant to this subsection 15(B).

     (C)   CASUALTY  DURING THE INTERIM TERM OR THE THIRTEEN  AND
ONE  HALF  YEARS  OF  THE PRIMARY TERM OR LESS  THAN  SUBSTANTIAL
CONDEMNATION.  If, after a Condemnation or Casualty, Lessee  does
not  give  or  does  not have the right to  give  notice  of  its
intention  to  terminate  this Lease as  provided  in  subsection
15(A),  15(B)  or 12(A), then this Lease shall continue  in  full
force  and  effect  and  Lessee shall, at its  expense,  rebuild,
replace   or   repair  the  Premises  in  conformity   with   the
requirements of this Lease so as to restore the Premises (in  the
case of Condemnation, as nearly as practicable) to the condition,
character and fair market value thereof immediately prior to such
Casualty or Condemnation. The Net Proceeds shall be used and made
available  to  Lessee  for  any such rebuilding,  replacement  or
repair.   If  the cost of any rebuilding, replacement  or  repair
required  to be made by Lessee pursuant to this subsection  15(C)
shall  exceed  the  amount of such Net Proceeds,  the  deficiency
shall be paid by Lessee.

                  ARTICLE 16.  ACTS OF DEFAULT

     (A)   Each  of  the following shall be deemed a  default  by
Lessee and a breach of this Lease:

          1.    Failure  to  pay  the Annual Base  Rent,  or  any
monetary obligation herein reserved, (and to be considered to  be
rent  for the purposes of this Lease) or any part thereof, within
five (5) business days after written notice from Lessor that  the
same shall be due and payable.  Provided, however, that interest,
late  fees, and penalties for failure to pay rent when due  shall
accrue from the first date such rent was due and payable.

          2.    Failure to do, observe, keep and perform  any  of
the   material   non-monetary   terms,   covenants,   conditions,
agreements  and  provisions in this Lease to be  done,  observed,
kept  and performed by Lessee within 30 days after written notice
of  such default (or within a reasonable time thereafter  if  the
default  is  incapable  of cure within  30  days  and  Lessee  is
diligently  pursuing a reasonable course of action to  cure  such
default).

          3.    The abandonment (defined herein as the leaving of
the Premises without paying rent, without maintaining and without
the   intent  of  returning)  of  the  Premises  by  Lessee,  the
adjudication of Lessee as a bankrupt, the making by Lessee  of  a
general  assignment for the benefit of creditors, the  taking  by
Lessee  of  the  benefit  of  any  insolvency  act  or  law,  the
appointment of a permanent receiver or trustee in bankruptcy  for
Lessee property, or the appointment of a temporary receiver which
is  not vacated or set aside within sixty (60) days from the date
of such appointment.

              ARTICLE 17.  TERMINATION FOR DEFAULT

     In  the  event of any uncured default by Lessee and  at  any
time  thereafter, Lessor may serve a written notice  upon  Lessee
that  Lessor elects to terminate this Lease upon a specified date
not  less  than thirty (30) days after the date of  serving  such
notice of termination, and this Lease shall then terminate on the
date  so  specified, provided, however, that  Lessee  shall  have
continuing  liability for future rents for the remainder  of  the
original  term  and any exercised renewal term as  set  forth  in
Article 19, notwithstanding any earlier termination of the  Lease
hereunder,  preserving unto Lessor the benefit of  its  bargained
for rental payments.

             ARTICLE 18.  LESSOR'S RIGHT OF RE-ENTRY

     In  the  event that this Lease shall be terminated as herein
provided, or by summary proceedings or otherwise, or in the event
of  an uncured default hereunder by Lessee, or in the event  that
the  Premises or any part thereof, shall be abandoned by  Lessee,
(subject  to  rights  to cure as provided above)  Lessor  or  its
agents,  servants or representatives, may immediately or  at  any
time  thereafter, re-enter and resume possession of the  Premises
or  any  part  thereof,  and  remove  all  persons  and  property
therefrom,  in  accordance  with  local  law  either  by  summary
dispossess  proceedings or by a suitable action or proceeding  at
law, without being liable for any damages therefor.

           ARTICLE 19.  LESSEE'S CONTINUING LIABILITY

     (A)   Should  Lessor elect to re-enter as provided  in  this
Lease  or should it take possession pursuant to legal proceedings
or  pursuant to any notice provided for by law, it may either (i)
terminate  this Lease or (ii) it may from time to  time,  without
terminating  the  contractual obligation of Lessee  to  pay  Rent
under  this  Lease, make such commercially reasonable alterations
and repairs as may be necessary to relet the Premises or any part
thereof  for  such  Term or Renewal Terms, at  such  commercially
reasonable  rental  or rentals, and upon such other  commercially
reasonable  terms and conditions as Lessor in its sole discretion
may deem advisable.

     (B)   Upon  each  such  reletting, without  termination  the
contractual  obligation of Lessee to pay Rent under  this  Lease,
all rentals received by Lessor shall be applied as follows:

          1.   First,  to  the payment of any indebtedness  other
               than  Base  Rent  due  hereunder  from  Lessee  to
               Lessor,

          2.   Second,  to the payment of any costs and  expenses
               of  such  reletting, including brokerage fees  and
               reasonable  attorney's fees and of costs  of  such
               alterations and repairs,

          3.   Third,  to  the  payment of rent  due  and  unpaid
               hereunder;

          4.   The  residue, if any, shall be held by Lessor  and
               applied in payment of future rent as the same  may
               become  due  and  payable  hereunder.   Then   any
               residue will be used first to reimburse Lessor (or
               Lessee if previously paid by Lessee for costs  and
               expenses per Article 19(B)2 above) for such  costs
               and  expenses  incurred per Article  19(B)2  above
               until  repaid, then any excess shall  remain  with
               Lessor.

          If such rentals received from such reletting during any
month  are less than that to be paid during that month by  Lessee
hereunder, Lessee shall pay any such deficiency to Lessor.   Such
deficiency  shall  be  calculated  and  paid  monthly.   No  such
re-entry or taking possession of such Premises by Lessor shall be
construed  as  an  election on its part to terminate  this  Lease
unless a written notice of such termination be given to Lessee.

     (C)  Notwithstanding any such reletting without termination,
Lessor  may at any time thereafter elect to terminate this  Lease
for any breach.

     (D)   In addition to any other remedies Lessor may have with
this  Article 19, Lessor may recover from Lessee all  damages  it
may  incur  by  reason  of  any breach,  including  the  cost  of
recovering  and  reletting  the Premises,  reasonable  attorney's
fees, and including the present value (discounted at a rate of 8%
per annum) of the excess of the amount of rent, and other charges
equivalent  to rent reserved in this Lease for the  remainder  of
the  Term  over the then reasonable rental value of the  Premises
(or  the  actual  rents receivable by Lessor, if relet)  for  the
remainder  of the Term, all of which amounts shall be immediately
due  and  payable from Lessee to Lessor in full.  In  determining
the  rent  which would be payable by Lessee hereunder, subsequent
to  default, the total Rental for each year of the unexpired Term
shall  be equal to the average total Rental that would be payable
by  Lessee as set forth in Article 4 above.  For purposes of this
section  only,  the increase in Rental pursuant to  Article  4(B)
shall be calculated without any regard to the CPI Adjustment.  In
the  event  that  the  rent  obtained from  such  alternative  or
substitute  Lessee  is more than the rent and other  costs  which
Lessee  is  obligated to pay under this Lease, then  such  excess
shall  be  paid to Lessor provided that Lessor shall credit  such
excess against the outstanding obligations of Lessee due pursuant
hereto, if any.

     (E)   Lessor  will use its reasonable efforts to attempt  to
mitigate  its  damages,  but  Lessor  shall  have  absolutely  no
obligation  to expend any moneys in the way of tenant inducements
or  in  the refurbishment of the Premises for any use other  than
that for which the Premises were being used by Lessee.  It is the
object  and purpose of this Article 19 that Lessor shall be  kept
whole and shall suffer no damage by way of non-payment of rent or
by  way of diminution in rent.  Lessee waives and will waive  all
rights  to  trial by jury in any summary proceedings  to  recover
possession  of the Premises which may hereafter be instituted  by
Lessor.

         ARTICLE 20.  PERSONALTY, FIXTURES AND EQUIPMENT

     (A)  All building fixtures, building machinery, and building
equipment  used in connection with the operation of the  Premises
including,  but  not limited to, heating, lighting,  ventilating,
plumbing,  walk-in  refrigerators,  walk-in  freezers,  and   air
conditioning systems shall be the property of Lessor.  All  trade
fixtures  and all articles of personal property owned  by  Lessee
shall remain the property of Lessee.

     (B)  Lessee shall furnish and pay for any and all equipment,
furniture, trade fixtures, and signs.  Lessor agrees that it  has
no interest in the personal property of Lessee.

     (C)  At the end of the Term, all personal property and trade
fixture  of  Lessee may be removed from the Premises  by  Lessee,
however,  removal of such trade fixtures may proceed  only  after
five (5) business days prior written notice to Lessor of the time
of  such  removal and notice of the identification of the parties
performing such removal.  All damage to the Premises which may be
caused by the removal of such property shall be promptly repaired
and paid for by Lessee.

                       ARTICLE 21.  LIENS

     Lessee shall not do or cause anything to be done whereby the
Premises  may  be  encumbered by any mechanic's or  other  liens.
Whenever  and as often as any mechanic's or other lien  is  filed
against  said  Premises purporting to be for labor  or  materials
furnished  or to be furnished to Lessee, within thirty (30)  days
from the date of the filing of said mechanic's or other lien  (or
such  earlier  period  if  required by  law  prevent  default  or
attachment of the lien) and delivery of notice thereof to Lessee,
Lessee  shall remove the lien of record by payment or by  bonding
with  a surety company authorized to do business in the state  in
which  the  property  is  located, or other  security  reasonably
acceptable  to Lessor.  Should Lessee fail to take the  foregoing
steps within said thirty (30) day period, then Lessor shall  have
the right, among other things, to pay said lien without inquiring
into  the  validity thereof, and Lessee shall forthwith reimburse
Lessor  for the total expense incurred by it in discharging  said
lien  as  additional rent hereunder, subject to notice to  Lessee
and a 10 business day cure period.

       ARTICLE 22.  NO WAIVER BY LESSOR EXCEPT IN WRITING

     No  agreement  to  accept a surrender  of  the  Premises  or
termination of this Lease shall be valid unless in writing signed
by  Lessor.   The delivery of keys to any employee of  Lessor  or
Lessor's  agents shall not operate as a termination of the  Lease
or  a  surrender of the Premises.  The failure of Lessor to  seek
redress  for  violation  of, any rule or  regulation,  shall  not
prevent a subsequent act, which would have originally constituted
a  violation, from having all the force and effect of an original
violation.  No payment by Lessee or receipt by Lessor of a lesser
amount  than  the rent herein stipulated shall be  deemed  to  be
other  than on account of the earliest stipulated rent, nor shall
any  endorsement  or  statement  on  any  check  nor  any  letter
accompanying any check or payment as rent be deemed an accord and
satisfaction, and Lessor may accept such check or payment without
prejudice  to Lessor's right to recover the balance of such  rent
or  pursue  any other remedy provided in this Lease.  This  Lease
contains  the  entire  agreement between  the  parties,  and  any
executory  agreement  hereafter  made  shall  be  ineffective  to
change,  modify or discharge it in whole or in part  unless  such
executory agreement is in writing and signed by the party against
whom  enforcement  of the change, modification  or  discharge  is
sought.

                  ARTICLE 23.  QUIET ENJOYMENT

     Lessor covenants that Lessee, upon paying the rent set forth
in  Article 4 and all other sums herein reserved as rent and upon
the  due performance of all the terms, covenants, conditions  and
agreements  herein  contained on Lessee's part  to  be  kept  and
performed,  shall  have, hold and enjoy the  Premises  free  from
molestation, eviction, or disturbance by Lessor, or by any  other
person or persons lawfully claiming the same by, through or under
Lessor, and that Lessor has good right to make this Lease for the
full Term granted, including Renewal Terms.

   ARTICLE 24.  BREACH - PAYMENT OF COSTS AND ATTORNEYS' FEES

     The  non-prevailing party agrees to pay  and  discharge  all
reasonable  costs,  attorneys' fees and expenses  that  shall  be
incurred  by  the  prevailing party in enforcing  the  covenants,
conditions  and  terms  of  this Lease or  defending  against  an
alleged breach.

               ARTICLE 25.  ESTOPPEL CERTIFICATES

     Either  party to this Lease will, at any time from  time  to
time, upon not less than ten (10) business days prior request  by
the   other  party,  execute,  acknowledge  and  deliver  to  the
requesting party a statement in writing, executed by an executive
officer  of  such  party,  certifying  (a)  that  this  Lease  is
unmodified  (or if modified then disclosure of such  modification
shall  be made); (b) that this Lease is in full force and effect;
(c)  the date to which the rent and other charges have been paid;
and  (d)  that to the knowledge of the signer of such certificate
the  other  party  is  not in default in the performance  of  any
covenant, agreement or condition contained in this Lease, or if a
default  does  exist, specifying each such default of  which  the
signer may have knowledge. It is intended that any such statement
delivered  pursuant  to this Article may be relied  upon  by  any
prospective  purchaser  or  mortgagee  of  the  Premises  or  any
assignee  of  such  mortgagee  or a purchaser  of  the  leasehold
estate.

              ARTICLE 26.  PROCEDURE UPON PURCHASE

     (A)   If  Lessee  shall  purchase the Premises  pursuant  to
Article 12 or Article 15 of this Lease, Lessor shall convey title
thereto  by  Bargain and Sale Deed in a form  customary  for  the
county in which the Premises are located, free of any mortgage or
lien  and  subject  only to this Lease, the lien  of  any  taxes,
exceptions subject to which the Premises were conveyed to Lessor,
and  exceptions created or consented to or existing by reason  of
any action or inaction by Lessee.

     (B)   Upon the date of any purchase of the Premises pursuant
to  Article 12 or Article 15 of this Lease, Lessee shall  pay  to
Lessor   the   purchase  price  therefor  specified   herein   in
immediately  available  funds,  together  with  all  Base   Rent,
additional  rent and other sums then due and payable pursuant  to
the  applicable  section  of  this  Lease,  and  there  shall  be
delivered to Lessee a deed (as stated above) to the Premises then
being  sold  to  Lessee  and any other instruments  necessary  to
convey the title thereto described hereto and to assign any other
property then required to be assigned by Lessor pursuant hereto.

     (C)   Lessor shall pay for title insurance premiums and  its
counsel's  fees.  Lessee shall pay its counsel fees.   All  other
costs  shall be prorated and paid as customarily paid for in  the
county where the Premises are located.

                      ARTICLE 27.  MORTGAGE

     Lessee does hereby agree to make reasonable modifications of
this Lease requested by any Mortgagee of record from time to time
provided  such modifications are not material and do not increase
any  of the rents or modify any of the business elements of  this
Lease.

                  ARTICLE 28.  OPTION TO RENEW

     If  this Lease is not previously canceled or terminated  and
if  Lessee is not then in material default hereunder, then Lessee
shall  have  four (4) separate individual options to  renew  this
Lease  upon the same conditions and covenants contained  in  this
Lease  for  four separate individual (4) consecutive  periods  of
five (5) years each (singularly "Renewal Term").

     The  first  Renewal  Term would commence  on  the  date  the
original Term expires and successive Renewal Terms would commence
on  the last day of the then expiring Renewal Term.  Lessee  must
give  180 days written notice to Lessor of its intent to exercise
this  option prior to the expiration of the original Term of this
Lease or any Renewal Term, as the case may be.  Failure to timely
exercise any option for a Renewal Term shall cancel and terminate
any  other remaining options for subsequent Renewal Terms, unless
Lessee  in  fact maintains its tenancy with written agreement  of
Lessor  during  a  Renewal Term regardless  of  such  failure  to
exercise.

     The  rent  during the Renewal Term or Terms  shall  increase
beginning the first year of the first Renewal Term (year 16)  and
increase   every   three  (3)  year  interval  thereafter,   i.e.
commencement of the 19th, 22nd, 25th, 28th, 31st and  34th  lease
years by the lesser of (i) four per cent (4%) of the Annual  Base
Rent for the immediately previous three year period, or (ii)  two
hundred per cent (200%) of the percentage increase, if any in the
CPI as defined in Article 4.(B).

              ARTICLE 29.  MISCELLANEOUS PROVISIONS

     (A)  All written notices shall be given by certified mail or
express  courier.   Notices to Lessor shall be addressed  to  the
person  and  address given on the first page hereof  with  copies
sent concurrently to such other persons as Lessor may request  by
written  notice to Lessee.  Lessor and Lessee may, from  time  to
time,  change  these addresses by notifying each  other  of  this
change  in  writing.   Notices shall be deemed  received  on  the
earlier  of actual receipt or three (3) business days after  sent
by  certified  mail and one business day after  sent  by  express
carrier.  Notices may also be given by telefacsimile with a  copy
sent by first class mail.

     (B)   The terms, conditions and covenants contained in  this
Lease  and  any riders and plans attached hereto shall  bind  and
inure  to  the benefit of Lessor and Lessee and their  respective
successors, heirs, legal representatives, and assigns.

     (C)  This Lease shall be governed by and construed under the
laws of the State where the Premises are situated.

     (D)  In the event that any provision of this Lease shall  be
held  invalid or unenforceable, no other provisions of this Lease
shall  be  affected  by such holding, and all  of  the  remaining
provisions of this Lease shall continue in full force and  effect
pursuant to the terms hereof.

     (E)    The   paragraph  captions  are  inserted   only   for
convenience and reference, and are not intended, in any  way,  to
define,  limit, describe the scope, intent, and language of  this
Lease or its provisions.

     (F)   In  the  event  Lessee remains in  possession  of  the
Premises  herein leased after the expiration of  this  Lease  and
without  the execution of a new lease, it shall be deemed  to  be
occupying said Premises as a tenant from month-to-month,  subject
to  all the conditions, provisions, and obligations of this Lease
insofar as the same can be applicable to a month-to-month tenancy
except  that the monthly installment of Rental shall be increased
25%  from  the  amount  due  on the  last  month  prior  to  such
expiration.

     (G)   If  any installment of rent (whether lump sum, monthly
installments,  or  any other monetary amounts  required  by  this
Lease  to  be  paid by Lessee, all of which shall  be  deemed  to
constitute  Rental hereunder) shall not be paid  within  10  days
after  the  date when due, Lessor shall have the right to  charge
Lessee  a  late charge of three percent (3%) of unpaid  rent  for
each month or portion thereof that any amount of rent installment
remains  unpaid.   Said  late charge shall  commence  after  such
installment is due and continue until said installment,  interest
and all accrued late charges are paid in full.

     (H)   Any part of the Premises may be conveyed by Lessor for
private  easement  purposes  at any time  provided  Lessee  gives
written consent to such private easement.  In the event that  the
private easement affects or is related to the playground  or  the
building   on  the  Premises,  then  Lessee's  consent   may   be
arbitrarily  withheld  in Lessee's sole and absolute  discretion.
If  the  private  easement  does not  affect  the  playground  or
building  on  the  Premises, then Lessee's  consent  may  not  be
commercially unreasonably withheld.  In such event that any  part
of  the  Premises are so conveyed, Lessor shall, at its own  cost
and expense, restore the remaining portion of the Premises to the
extent  necessary  to  render  it  reasonably  suitable  for  the
purposes  for  which  it  was leased,  all  to  be  done  without
adjustments in rent to be paid by Lessee.  All proceeds from  any
conveyance of a private easement shall belong solely to Lessor.

     (I)  For the purpose of this Lease, the term "rent" shall be
defined as Rental under Article 4, and any other monetary amounts
required by this Lease to be paid by Lessee.

     (J)    "Net  Proceeds"  shall  be  defined  as  all  awards,
compensations   and  insurance  payments  on   account   of   any
condemnation, eminent domain proceeding or casualty.   Lessee  or
Lessor may negotiate, prosecute and adjust any claim for any  Net
Proceeds,  provided,  however,  that  any  final  adjustment   or
settlement  as  to Net Proceeds shall require the  prior  written
consent  of Lessor and Lessee and the other party shall cooperate
and  may  appear in any such proceeding or action  to  negotiate,
prosecute   and   adjust  any  claim  for   any   Net   Proceeds.
Notwithstanding  anything  to the  contrary  in  this  Lease,  if
permissible under applicable law, any separate compensation  made
to  Lessee  for  its moving and relocation expenses,  anticipated
loss  of  business  profits, loss of  goodwill  or  fixtures  and
equipment  paid  for  by Lessee and which are  not  part  of  the
Premises  shall  be  paid directly to and shall  be  retained  by
Lessee regardless of any other provision of this Lease.

     (K)  "Lender" shall be defined as a third party lender which
holds  a  First  Security Interest on the Premises which  secures
indebtedness incurred by Lessor in connection with the  Premises.
"First Security Interest" shall be defined as a first mortgage or
first deed of trust encumbering the Premises.

                      ARTICLE 30.  REMEDIES

     NON-EXCLUSIVITY.  Notwithstanding anything contained  herein
it  is  the  intent of the parties that the rights  and  remedies
contained  herein  shall not be exclusive  but  rather  shall  be
cumulative  along  with all of the rights  and  remedies  of  the
parties which they may have at law or equity.

           ARTICLE 31.  HAZARDOUS MATERIALS INDEMNITY

     Lessee  covenants, represents and warrants  to  Lessor,  its
successors and assigns, (i) that it has not used or permitted and
will  not use or permit the Premises to be used, whether directly
or  through  contractors, agents or tenants, and to the  best  of
Lessee's  knowledge and except as disclosed to Lessor in writing,
the  Premises  has not at any time been used for the  generating,
transporting,  treating, storage, manufacture,  emission  of,  or
disposal   of  any  dangerous,  toxic  or  hazardous  pollutants,
chemicals,  wastes  or  substances  as  defined  in  the  Federal
Comprehensive  Environmental Response Compensation and  Liability
Act  of  1980  ("CERCLA"), the Federal Resource Conservation  and
Recovery  Act  of 1976 ("RCRA"), or any other federal,  state  or
local environmental laws, statutes, regulations, requirements and
ordinances ("Hazardous Materials"); (ii) that there have been  no
investigations  or reports involving Lessee, or the  Premises  by
any  governmental authority which in any way pertain to Hazardous
Materials;  (iii)  that the operation of  the  Premises  has  not
violated  and  is not currently violating any federal,  state  or
local   law,  regulation,  ordinance  or  requirement   governing
Hazardous Materials; (iv) that the Premises is not listed in  the
United   States   Environmental  Protection   Agency's   National
Priorities  List  of Hazardous Waste Sites nor  any  other  list,
schedule,  log,  inventory or record of  Hazardous  Materials  or
hazardous  waste sites, whether maintained by the  United  States
Government  or  any  state  or local agency;  and  (v)  that  the
Premises  will  not contain any formaldehyde, urea  or  asbestos,
except  as may have been disclosed in writing to Lessor by Lessee
at  the  time  of  execution and delivery of this  Lease.  Lessee
agrees  to  indemnify and reimburse Lessor,  its  successors  and
assigns, for:

          (a)  any   breach  of  these  representations  and
               warranties, and

          (b)  any loss, damage, expense or cost arising out
               of  or incurred by Lessor which is the result
               of   a   breach   of,  misstatement   of   or
               misrepresentation  of  the  above  covenants,
               representations and warranties, and

          (c)  any  and all liability of any kind whatsoever
               which  Lessor may, for any cause and  at  any
               time, sustain or incur by reason of Hazardous
               Materials, released or placed on the Premises
               during  the Term of the Lease, together  with
               all  reasonable  attorneys' fees,  costs  and
               disbursements incurred in connection with the
               defense  of any action against Lessor arising
               out   of   the   above.    These   covenants,
               representations  and  warranties   shall   be
               deemed  continuing covenants, representations
               and warranties for the benefit of Lessor, and
               any  successors  and assigns  of  Lessor  and
               shall    survive   expiration    or    sooner
               termination of this Lease. The amount of  all
               such  indemnified  loss, damage,  expense  or
               cost, shall bear interest thereon at the rate
               of  interest  equal to the  rate  changed  on
               overdue  payment in Section  4(E)  and  shall
               become immediately due and payable in full on
               demand of Lessor, its successors and assigns.

                      ARTICLE 32.  ESCROWS

     If  Lessee  has  defaulted in payment of any  taxes,  or  if
Lessee  shall be in default under any of the items of this Lease,
or  if  Lessor's  Mortgagee shall require Lessor  to  escrow  the
amount  of  real estate taxes or assessments on a monthly  basis,
then  in  either event, at Lessor's option, Lessee shall  deposit
with  Lessor on the first day of each and every month thereafter,
an  amount equal to one-twelfth (1/12th) of the estimated  annual
real  estate  taxes,  and  assessments  ("Charges")  due  on  the
Premises.  From  time to time out of such deposits  Lessor  will,
upon  the presentation to Lessor by Lessee of the bills therefor,
pay  the  Charges  or will upon presentation of  receipted  bills
therefor, reimburse Lessee for such payments made by Lessee.   In
the event the deposits on hand shall not be sufficient to pay all
of the estimated Charges when the same shall become due from time
to  time  or the prior payments shall be less than the  currently
estimated  monthly amounts, then Lessee shall pay  to  Lessor  on
demand  any  amount  necessary to make up  the  deficiency.   The
excess  of  any  such  deposits shall be credited  to  subsequent
payments to be made for such items.  If a default or an event  of
default shall occur under the terms of this Lease, Lessor may, at
its option, without being required so to do, apply any Deposit on
hand to cure the default, in such order and manner as Lessor  may
elect.

                     ARTICLE 33.  NET LEASE

     Notwithstanding anything contained herein to the contrary it
is  the intent of the parties hereto that this Lease shall  be  a
net  lease  and  that the rent defined pursuant  to  Paragraph  4
should  be a net rent paid to Lessor.  Any and all other expenses
including  but  not  limited to, maintenance, repair,  insurance,
taxes, and assessments, shall be paid by Lessee.

               ARTICLE 34.  RIGHT TO SUBSTITUTION

     If  Lessee determines that it is economically unfeasible  to
continue  operations in or at the Premises, Lessee  may  exchange
the   Premises  for  another  of  like  kind,  value,  size   and
demographic  location acceptable to Lessor.   The  acceptance  by
Lessor of said replacement property shall not be effective unless
the  Lender  (if  one),  in  its sole discretion,  approves  such
acceptance  by  Lessor.   If  Lessor elects  not  to  accept  the
replacement property, this Lease shall continue in full force and
effect.   If  Lessor elects to accept a replacement  property  in
exchange for the Premises owned by Lessor, Lessee shall provide a
replacement  property  of  comparable size,  cost,  location  and
ownership  interest  in a Section 1031 "like-kind"  exchange  and
shall  lease  the replacement Premises from Lessor  on  identical
terms  as contained in the lease for the original Premises.   All
costs  associated  with  making  such  exchange,  including   the
provision   of  surveys,  title,  environmental  and  all   other
documentation normally required or obtained by Lessor,  shall  be
paid by Lessee.

                  ARTICLE 35.  LESSOR'S DEFAULT

     If Lessor defaults in the performance of any of the terms or
provisions of this Lease, Lessee shall promptly so notify  Lessor
in  writing.  If Lessor shall fail to cure such default within 30
days  after receipt of such notice, or if the default is of  such
character  as  to require more than 30 days for remedy  and  such
default  continues beyond the time reasonably necessary  to  cure
(or  Lessor  has  not undertaken procedures to cure  the  default
within  such 30 day period and to diligently pursue such  efforts
to  cure  to  completion), then, Lessee may incur any  reasonable
expense  necessary to perform the obligation of Lessor  specified
in  such  notice and deduct such expense from the rents or  other
charges next becoming due.

             ARTICLE 36.  DELINQUENCY AT END OF TERM

     At  the expiration of the Lease Term or upon any termination
of  this Lease, Lessee shall deliver the Premises and the land on
which the Premises are located to Lessor in good condition, broom
clean, subject to reasonable wear and tear, and shall deliver  to
Lessor  copies or originals of all maintenance records and  files
relating to the maintenance and operation of the property and  in
Lessee's  possession.   However, nothing in  this  section  shall
impose a duty on Lessee to maintain such records and files.

     IN WITNESS WHEREOF, the parties hereby execute this
document.


                         LESSOR:

                               NNN-CW LP, a Delaware limited partnership

                               By:  TCC NNN TRADING, INC., a Delaware
                                    corporation,  its General Partner



Date:  September 27, 2000      By: /s/ Forrest W Tippen Jr
                                       Forrest W. Tippen, Jr.,
                                       Vice President



                         LESSEE:

                               ARAMARK Educational Resources, Inc.,
                               a Delaware Corporation
                               d/b/a Children's World Learning Centers



Date:  September 27, 2000      By:/s/John Rosen
                                     John Rosen, Executive Vice President



STATE OF COLORADO      )
                       )  ss.
CITY & COUNTY OF DENVER  )

The foregoing instrument was acknowledged before me this
September 27th, 2000 by Forrest W. Tippen, Jr. , as Vice
President of TCC NNN Trading, Inc., a Delaware corporation, as
General Partner of NNN-CW LP, a Delaware limited partnership, on
behalf of said General Partner, on behalf of the limited
partnership.

My commission expires:

5/25/04                         /s/ Ann Thamer
                                    Notary Public




STATE OF COLORADO        )
                         )  ss.
CITY & COUNTY OF DENVER  )

The foregoing instrument was acknowledged before me this
September 27, 2000 by John Rosen, as Executive Vice President of
ARAMARK Educational Resources, Inc., a Delaware corporation, on
behalf of the corporation.

My commission expires:

                                /s/ Chris Bardwell
                                     Notary Public

[notary seal]

                            EXHIBIT A
                     TO NET LEASE AGREEMENT

                        Legal Description



A  certain  parcel of land in West Bridgewater, Plymouth  County,
Massachusetts, being located on the Northerly side of West Center
Street,  and being identified as Lot 5 on Land Court Plan  4709-B
filed  with Plymouth Registry District of the Land Court to which
plan  reference  is  made  for  a  more  particular  description,
including the appurtenant easement over lots 1 to 4 and 6  to  9,
shown  on  Land Court Plan 4709-B, as more particularly described
in the Declaration of Access Easement dated May 27, 1999, created
by  George  N.  Asack, Jr., Trustee of Cynthia  G.  Asack  Family
Realty  Trust,  filed as Document No. 449324  and  shown  on  the
easement plan attached thereto.





                           EXHIBIT 4.A
                     TO NET LEASE AGREEMENT
                      NNN-CW, LP ("Lessor")
         ARAMARK Educational Resources, Inc.  ("Lessee")



Initial Annual Base Rent      $174,526

Initial Monthly Base Rent     $ 14,544



                           EXHIBIT 14
                     TO NET LEASE AGREEMENT
                      NNN-CW, LP ("Lessor")
         ARAMARK Educational Resources, Inc.  ("Lessee")


                     Use of Leased Premises


The Premises may not be used for any of the following listed
purposes:

               A)    Activities causing fire, explosion or  other
               damaging  or dangerous hazards, including storage,
               display or sale of explosives or fireworks;

               B)    Drilling  for  and/or  removal  of  subsurface
               substances;

               C)    Dumping of garbage or refuse;

               D)    Any massage parlor, adult bookstore, sale or
               exhibition of pornographic material, beer  tavern,
               bar,   cocktail  lounge,  skating  rink,  billiard
               parlor,  health club, gymnasium, amusement center,
               bowling   alley,  automobile  dealer  or   funeral
               parlor, body piercing or tatoo parlor;

               E)    Any use which is prohibited by zoning,
               conditions of platting or subdivision approval, or
               any   other  rule,  regulation  or  order  of  any
               governmental  agency which has  jurisdiction  over
               the Premises.