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                                                                   EXHIBIT 10.40

La Petite Academy, Inc
130 S. Jefferson Street, Suite 300
Chicago, Illinois 60661
Tel   312-798-1231
bbuckland@lpacorp.com

September 5, 2002

Mr. Michael F. Czlonka
1608 Fairfax Lane
Oak Brook Terrace, IL 60181

Dear Mike:

On behalf of La Petite Academy, Inc. (the Company), I am pleased to offer you
the position of Sr. Vice President & CFO, reporting to Gary Graves, Chief
Operating Officer. The details of our offer are as follows:

         1.       The annualized base salary is Two Hundred Twenty Thousand
                  ($220,000) Dollars, paid on a bi-weekly basis. Future
                  increases to base salary are considered annually and will be
                  based on your performance.

         2.       You will be eligible to participate in the Company's
                  Short-Term Incentive Plan (with approval of the Plan by the
                  Board of Directors) with an annual target of 40% of base
                  salary, based on the Company achieving 100% of its EBITDA
                  budget; 60% of base salary for achievement of 105% of EBITDA
                  budget; and 80% of base salary for achievement of 110% of
                  EBITDA budget. For the fiscal year ending June 28, 2003, Plan
                  EBITDA will be determined within 90 days of your start date.
                  (No bonus is earned if the Company fails to meet its EBITDA
                  budget.) The Plan may, from year-to-year, be modified as
                  approved by the Board of Directors. For the current fiscal
                  year (FY 2003), your bonus will be pro-rated, based on full
                  Periods worked. Furthermore, you must be an active employee on
                  the last day of the fiscal year to be eligible for bonus
                  payment.

         3.       You will be eligible to participate in the Company's Long-Term
                  Stock Option Incentive Plan, which is currently being reviewed
                  by the Board of Directors. Subject to approval of the Board of
                  Directors, you will be offered 90,000 shares in the form of
                  options, subject to the prevailing vesting schedule.

         4.       You will be entitled to reasonable severance if your
                  employment is terminated by the Company other than for Cause,
                  voluntary resignation, death or disability. Without
                  limitation, "for Cause" shall include: a) violation of the
                  Company's Code of Conduct; b) action by you involving willful
                  malfeasance in connection with your employment having a
                  material adverse effect on the Company; c) continuing refusal
                  by you to perform the duties ordinarily performed by a chief
                  financial officer after a written demand for substantial
                  performance is delivered to you; or d) conviction of any
                  felony (or any misdemeanor involving the property or assets of
                  the Company) under the laws of any State or the United States.
                  You will also be entitled to reasonable severance if you elect
                  to terminate your employment for Good Reason. For "Good
                  Reason" shall include: a) assignment of duties substantially
                  inconsistent with your position, duties, responsibilities,
                  authorities, and title, or any material reduction by the
                  Company of your duties or responsibilities; or b) a reduction
                  by the Company in your base salary as in effect at the start
                  of your employment. Reasonable severance shall mean six months
                  of continued salary and medical and/or dental benefits if your
                  employment is terminated as described
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                  above in your first year of employment. After one year of
                  employment, you will be entitled to an additional six months
                  of continued salary and medical and/or dental benefits. Such
                  additional continued salary and medical and/or dental benefits
                  will vest at the rate of one week for every full month worked
                  beyond one year, up to a maximum total severance payment of
                  twelve months. Any severance paid beyond the initial six
                  months is contingent upon you continuing to seek, but not
                  having secured, employment. Furthermore, any severance paid
                  beyond six months, after one year, up to a maximum of an
                  additional six months, before the vesting of the provisions
                  described above, is subject to the approval of the CEO.

         5.       You will be entitled to receive health, welfare and retirement
                  benefits on terms substantially equivalent to those offered to
                  the Company's other senior executives. You will be entitled to
                  a paid vacation each calendar year of no less than four weeks.
                  In calendar year 2002, your vacation entitlement will be
                  pro-rated, based on your hire date.

         6.       You will need to sign a customary non-compete and
                  confidentiality agreement.

Your employment is considered at-will. You specifically acknowledge that
execution of this offer letter does not constitute a contract of employment
between you and the Company, or any of its' subsidiaries or affiliates. Your
acceptance of this offer will indicate that you are not a party to any agreement
with your present, or any previous employer that would restrict, conflict with,
or prohibit your activities contemplated here at the Company.

Please sign one copy of this letter as your acceptance of employment with La
Petite and return it to me. It is agreed that your start date will be Monday,
September 23, 2002. On your first day you will need to bring with you two (2)
forms of proof of identity in order to complete the Employment Eligibility
Verification form (I-9).

Mike, we believe you will find your position at La Petite to be a challenging
and rewarding experience. We are delighted to have you join our team and look
forward to your contributions.

Sincerely,

/s/ William C. Buckland

William C. Buckland
Vice President, People

Cc: Judith Rogala
    Gary Graves


/s/ Michael F. Czlonka
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Acknowledgement Signature/Date