<PAGE>

                                                                    Exhibit 10.1

                            STOCK PURCHASE AGREEMENT

                                      AMONG

                            KNOWLEDGE SCHOOLS, INC.,

                  CHILDREN'S DISCOVERY CENTERS OF AMERICA, INC.

                                       AND

                              ARAMARK CORPORATION,

                   ARAMARK ORGANIZATIONAL SERVICES, INC., AND

                       ARAMARK EDUCATIONAL RESOURCES, INC.

                                  MARCH 3, 2003

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                             <C>
1.      Definitions. ..........................................................................  1

2.      Purchase and Sale of Company Shares. ..................................................  7

        (a)   Basic Transaction ...............................................................  7
        (b)   Purchase Price ..................................................................  7
        (c)   The Closing .....................................................................  8
        (d)   Closing Obligations. ............................................................  8
        (e)   Purchase Price Adjustment. ......................................................  8

3.      Representations and Warranties Concerning the Transaction. ............................ 10

        (a)   Representations and Warranties of the Parent and the Seller ..................... 10
        (b)   Representations and Warranties of Holdings and the Buyer ........................ 11

4.      Representations and Warranties Concerning the Company and its Subsidiaries ............ 13

        (a)   Organization, Qualification, and Corporate Power ................................ 13
        (b)   Capitalization .................................................................. 13
        (c)   Noncontravention ................................................................ 14
        (d)   Title to Assets ................................................................. 14
        (e)   Subsidiaries .................................................................... 14
        (f)   Financial Statements ............................................................ 15
        (g)   Events Subsequent to Most Recent Fiscal Year End ................................ 15
        (h)   Undisclosed Liabilities ......................................................... 17
        (i)   Legal Compliance ................................................................ 17
        (j)   Tax Matters. .................................................................... 18
        (k)   Real Property. .................................................................. 19
        (l)   Intellectual Property. .......................................................... 21
        (m)   Tangible Assets ................................................................. 23
        (n)   Capital Expenditures ............................................................ 23
        (o)   Contracts ....................................................................... 23
        (p)   Notes and Accounts Receivable ................................................... 24
        (q)   Powers of Attorney .............................................................. 24
        (r)   Insurance ....................................................................... 24
        (s)   Litigation ...................................................................... 25
        (t)   Licenses, Permits, Grants and Authorizations. ................................... 25
        (u)   Employees. ...................................................................... 26
        (v)   Employee Benefits. .............................................................. 28
        (w)   Guaranties ...................................................................... 30
        (x)   Environment, Health, and Safety. ................................................ 30
        (y)   Certain Business Relationships with the Company and its Subsidiaries ............ 32
        (z)   Identification of Depositories and Authorities .................................. 32
        (aa)  Certain Agreements .............................................................. 32
        (bb)  No Other Representations ........................................................ 32
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                                                                                             <C>
5.      Pre-Closing Covenants ................................................................. 33

        (a)   General ......................................................................... 33
        (b)   Notices and Consents. ........................................................... 33
        (c)   Operation of Business ........................................................... 34
        (d)   Preservation of Business ........................................................ 34
        (e)   Access .......................................................................... 34
        (f)   Confidentiality ................................................................. 34
        (g)   Notice of Developments .......................................................... 34
        (h)   Exclusivity ..................................................................... 35
        (i)   Release of Guaranties ........................................................... 35
        (j)   Insurance ....................................................................... 35
        (k)   Best Efforts to Obtain Financing ................................................ 36
        (l)   Warren Walker 401(k) Plan. ...................................................... 36

6.      Post-Closing Covenants ................................................................ 36

        (a)   General ......................................................................... 36
        (b)   Litigation Support .............................................................. 36
        (c)   Transition ...................................................................... 37
        (d)   Confidentiality ................................................................. 37
        (e)   Covenant Not to Compete ......................................................... 38
        (f)   Use of Names; Removal ........................................................... 38
        (g)   Employee Benefits. .............................................................. 38
        (h)   Continuity of Employment. ....................................................... 43
        (i)   Insurance Matters. .............................................................. 43
        (j)   Accrued Vacation/Sick Pay Reconciliation ........................................ 45
        (k)   Buyer Financial Statements ...................................................... 45

7.      Conditions to Obligation to Close. .................................................... 46

        (a)   Conditions to Obligation of the Buyer ........................................... 46
        (b)   Conditions to Obligation of the Parent and the Seller ........................... 47

8.      Remedies for Breaches of this Agreement. .............................................. 48

        (a)   Survival of Representations and Warranties ...................................... 48
        (b)   Indemnification Provisions for Benefit of the Buyer. ............................ 49
        (c)   Indemnification Provisions for Benefit of the Parent and the Seller. ............ 50
        (d)   Matters Involving Third Parties. ................................................ 51
        (e)   Matters Involving Environmental Claims .......................................... 52
        (f)   Determination of Adverse Consequences ........................................... 54
        (g)   Other Indemnification Provisions ................................................ 54

9.      Tax Matters ........................................................................... 55

        (a)   Tax Indemnities. ................................................................ 55
        (b)   Refunds and Tax Benefits. ....................................................... 56
        (c)   Contests. ....................................................................... 58
        (d)   Preparation of Tax Returns. ..................................................... 59
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                             <C>
        (e)   Cooperation and Exchange of Information ......................................... 59
        (f)   Tax Sharing Arrangements ........................................................ 60
        (g)   Indemnity Payments to be Treated as Purchase Price Adjustment ................... 60
        (h)   Certain Taxes ................................................................... 60

10.     Termination. .......................................................................... 60

        (a)   Termination of Agreement ........................................................ 60
        (b)   Effect of Termination ........................................................... 61

11.     Miscellaneous. ........................................................................ 61

        (a)   Nature of Certain Obligations ................................................... 61
        (b)   Press Releases and Public Announcements ......................................... 61
        (c)   No Third-Party Beneficiaries .................................................... 61
        (d)   Entire Agreement ................................................................ 61
        (e)   Succession and Assignment ....................................................... 61
        (f)   Counterparts .................................................................... 62
        (g)   Headings ........................................................................ 62
        (h)   Notices ......................................................................... 62
        (i)   Governing Law ................................................................... 63
        (j)   Amendments and Waivers .......................................................... 63
        (k)   Severability .................................................................... 63
        (l)   Expenses ........................................................................ 63
        (m)   Construction .................................................................... 64
        (n)   Incorporation of Exhibits and Schedules ......................................... 64
        (o)   Specific Performance ............................................................ 64
        (p)   Jurisdiction; Attorneys' Fees; Waiver of Jury Trial. ............................ 64
</TABLE>

                                      -iii-

<PAGE>

Exhibit A - Working Capital
Exhibit B - Form of Holdings Note
Exhibit C - Form of Warrant
Exhibit D - Historical Financial Statements
Exhibit E - Side Agreements
      E-1 - Regarding Repurchase of the Note
      E-2 - Regarding Letter of Credit
Disclosure Schedule - Exceptions to Representations and Warranties

                                      -iv-

<PAGE>

                            STOCK PURCHASE AGREEMENT

     Agreement entered into on March 3, 2003, by and among Knowledge Schools,
Inc., a Delaware corporation ("Holdings"), Children's Discovery Centers of
America, Inc., a Delaware corporation, to be renamed Knowledge Learning
Corporation (the "Buyer"), and ARAMARK Corporation, a Delaware corporation (the
"Parent"), ARAMARK Organizational Services, Inc., a Delaware corporation (the
"Seller"), and ARAMARK Educational Resources, Inc., a Delaware corporation (the
"Company"). The Buyer, the Parent, the Seller and the Company are sometimes
referred to herein collectively as the "Parties" or individually as a "Party."

                                    RECITALS

     A.   The Seller is the sole record and beneficial owner of 1,000 shares
(the "Company Shares") of the common stock, par value $0.01 per share, of the
Company, which Company Shares constitute all of the issued and outstanding
shares of the capital stock of the Company;

     B.   The Seller is a direct wholly owned subsidiary of the Parent;

     C.   The Buyer is a direct wholly owned subsidiary of Holdings; and

     D.   Upon the terms and subject to the conditions set forth herein, the
Parent and the Seller desire to sell to the Buyer, and the Buyer desires to
purchase from the Seller, the Company Shares.

                                    AGREEMENT

     Now, therefore, in consideration of the premises and the mutual promises
herein made, and in consideration of the representations, warranties, and
covenants herein contained, the Parties agree as follows.

     1.   Definitions.

     "Accredited Investor" has the meaning set forth in Regulation D promulgated
under the Securities Act.

     "Accounting Arbitrator" has the meaning set forth in (S)2(e)(iii) below.

     "Adverse Consequences" means any and all losses, costs, settlement
payments, awards, judgments, fines, penalties, damages, expenses (including
reasonable out-of-pocket attorneys' fees), deficiencies or other charges;
provided, however, that Adverse Consequences shall not include punitive, special
or consequential or opportunity cost damages of any kind or the loss of
anticipated or future business or profits, except that this exclusion shall not
apply with respect to (i) amounts paid or payable to third parties pursuant to
any third-party claim arising out of any incident involving the physical, sexual
and/or emotional abuse of children to the extent occurring prior to the Closing
Date and/or (ii) the net present value of lost profits from any center that is
shut down for longer than six consecutive months (including the lost profits for
such six consecutive months) calculated on the basis of the remaining lease life
or the period during which the center is shut down, whichever is shorter;
provided that (A) the center was shut down

<PAGE>

solely due to the Company's failure to have a valid license, to have not been in
compliance with applicable zoning laws (including variances) or to have not been
in compliance with the requirements of any applicable Governmental Authority in
each case prior to the Closing Date, and (B) the center was shut down
notwithstanding Buyer's having used its best efforts to correct the failure or
non-compliance, including making all necessary filings, registrations, payment
of money or taking other action that would permit the center to remain in
operation.

     "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

     "Affiliated Group" means any affiliated group within the meaning of Code
(S)1504(a) or any similar group defined under a similar provision of state,
local or foreign law.

     "Applicable Rate" means 5% per annum.

     "Base Price" has the meaning set forth in (S)2(b) below.

     "Base Working Capital" has the meaning set forth in (S)2(e) below.

     "Books and Records" shall have the meaning set forth in (S)6(b) below.

     "Business Day" means any day that is not a Saturday, Sunday or other day on
which banks are required or authorized by law to be closed in New York, New
York.

     "Buyer" has the meaning set forth in the preface above.

     "Buyer Financial Statements" has the meaning set froth in (S)3(b)(vi)
below.

     "Buyer Indemnified Party" has the meaning set forth in (S)8(b)(i) below.

     "Buyer Indemnified Parties" has the meaning set forth in (S)8(b)(i) below.

     "Buyer Returns" has the meaning set forth in (S)9(d)(i) below.

     "Child Care Laws" means any federal, state or local statute, law,
ordinance, executive order, regulation, rule, code, order, other requirement or
rule of law applicable to the child care industry.

     "Closing" has the meaning set forth in (S)2(c) below.

     "Closing Balance Sheet" has the meaning set forth in (S)2(e)(ii) below.

     "Closing Date" has the meaning set forth in (S)2(c) below.

     "Closing Working Capital" has the meaning set forth in (S)2(e)(ii) below.

     "Code" means the Internal Revenue Code of 1986, as amended.

                                      -2-

<PAGE>

     "Commitment Letter" means the letter agreement dated February 14, 2003, as
supplemented by a letter dated March 2, 2003, between Holdings and BNP Paribas
and BNP Paribas Securities Corporation relating to the commitment of BNP Paribas
to provide $260 million under senior secured credit facilities, which letters
have been provided to the Parent and the Seller.

     "Company" has the meaning set forth in the preface above.

     "Company Employees" has the meaning set forth in (S)6(g) below.

     "Company Shares" has the meaning set forth in the recitals above.

     "Competitive Business" has the meaning set forth in (S)6(e) below.

     "Confidential Information" means any information concerning the
businesses and affairs of the Company and its Subsidiaries that is not already
generally available to the public.

     "Consent" has the meaning set forth in (S)3(a)(ii) below.

     "Deductible Amount" has the meaning set forth in (S)8(b)(i) below.

     "Deficit Amount" has the meaning set forth in (S)2(e)(iv) below.

     "Determination Date" has the meaning set forth in (S)2(e)(iii) below.

     "Disclosure Schedule" means the disclosure schedule delivered by the
Parent, the Seller and the Company to the Buyer.

     "EBITDA" means, for any Person for any period, the sum, without
duplication, of the amounts for such period of (i) net income, (ii) interest
expense, (iii) provisions for taxes based on income, (iv) depreciation expense,
and (v) amortization expense, but only, in the case of clauses (ii) - (v), to
the extent deducted in the calculation of net income, all of the foregoing
determined on a consolidated basis in conformity with GAAP.

     "Employee Benefit Plan" means any "employee benefit plan" as defined in
ERISA (S)3(3), including, without limitation, any (a) nonqualified deferred
compensation or retirement plan or arrangement which is an Employee Pension
Benefit Plan, (b) qualified defined contribution retirement plan or arrangement
which is an Employee Pension Benefit Plan, (c) qualified defined benefit
retirement plan or arrangement which is an Employee Pension Benefit Plan
(including any Multiemployer Plan), (d) Employee Welfare Benefit Plan or
material fringe benefit plan or program, or (e) stock purchase, stock option,
severance pay, employment, change-in-control, vacation pay, company awards,
salary continuation, sick leave, excess benefit, bonus or other incentive
compensation, life insurance, or other employee benefit plan, contract, program,
policy or other arrangement, whether or not subject to ERISA, under which any
present or former employee of the Company or any of its Subsidiaries has any
present or future right to benefits sponsored or maintained by the Parent, the
Seller, the Company or any ERISA Affiliate or with respect to which the Company
or any of its Subsidiaries otherwise has any present or future Liability.

                                      -3-

<PAGE>

     "Employee Pension Benefit Plan" has the meaning set forth in ERISA (S)3(2).

     "Employee Welfare Benefit Plan" has the meaning set forth in ERISA (S)3(1).

     "Environmental Claim" has the meaning set forth in (S)4(y)(i)(A) below.

     "Environmental Laws" has the meaning set forth in (S)4(y)(i)(B) below.

     "Environmental Permits" has the meaning set forth in (S)4(y)(ii)(A) below.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA Affiliate" means any entity which is a member of a "controlled group
of corporations" with, under "common control" with or a member of an "affiliated
services group" with, the Company or any of its Subsidiaries, as defined in
Section 414(b), (c), (m) or (o) of the Code.

     "Estimated Closing Working Capital" has the meaning set forth in (S)2(e)(i)
below.

     "Filing" has the meaning set forth in (S)3(a)(ii) below.

     "Financial Statements" has the meaning set forth in (S)4(f) below.

     "GAAP" means United States generally accepted accounting principles as in
effect from time to time.

     "Governmental Authority" means any federal, state, municipal or local
government, governmental authority, regulatory or administrative agency,
governmental commission, department, board, bureau, court, tribunal, arbitrator
or arbitral body.

     "Governmental Permits" has the meaning specified in (S)4(u)(i).

     "Guaranties" has the meaning set forth in (S)5(i) below.

     "Hart-Scott-Rodino Act" means the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.

     "Hazardous Materials" has the meaning set forth in (S)4(y)(i)(C) below.

     "Holdings" has the meaning set forth in the preface above.

     "Income Tax" means any Tax based upon, measured by, or calculated with
respect to income or profits (including any capital gains Tax, minimum Tax and
any Tax on items of Tax preference, but not including sales, use, real or
personal property, gross receipts, transfer Taxes or similar Taxes).

     "Increase Amount" has the meaning set forth in (S)2(e)(iv) below.

     "Indemnified Party" has the meaning set forth in (S)8(d)(i) below.

                                      -4-

<PAGE>

     "Indemnifying Party" has the meaning set forth in (S)8(d)(i) below.

     "Intellectual Property" means (a) all inventions (whether patentable or
unpatentable and whether or not reduced to practice), all improvements thereto,
and all patents, patent applications, and patent disclosures, together with all
reissuances, continuations, continuations-in-part, revisions, extensions, and
reexaminations thereof, (b) all trademarks, service marks, trade dress, logos,
trade names, and corporate names, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection
therewith, (c) all copyrightable works, all copyrights, and all applications,
registrations, and renewals in connection therewith, (d) all mask works and all
applications, registrations, and renewals in connection therewith, (e) all trade
secrets and confidential business information (including ideas, research and
development, know-how, formulas, compositions, manufacturing and production
processes and techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and business and
marketing plans and proposals), (f) all computer software (including data and
related documentation), (g) all curriculum, (h) all other proprietary rights,
and (i) all copies and tangible embodiments thereof (in whatever form or
medium).

     "Interim Adjustment" has the meaning set forth in (S)2(e)(i) below.

     "Knowledge of the Parent, the Seller and the Company" means the actual
knowledge of any of the following persons: Jeff Wheatley, Peter Van Veen, John
Rosen, Karen Gard, Paul Tosetti, Garner Pruitt, Matt Mitchell, Beverly
O'Connell, Annette Heng, Deborah Dumont and Marcy Suntken.

     "Liability" means any liability (whether known or unknown, whether asserted
0or unasserted, whether absolute or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due), including
any liability for Taxes.

     "Leased Real Property" has the meaning set forth in (S)4(l)(ii) below.

     "Most Recent Balance Sheet" means the balance sheet contained within the
Most Recent Financial Statements.

     "Most Recent Financial Statements" has the meaning set forth in (S)4(f)
below.

     "Most Recent Fiscal Month End" has the meaning set forth in (S)4(f) below.

     "Most Recent Fiscal Year End" has the meaning set forth in (S)4(f) below.

     "Multiemployer Plan" has the meaning set forth in ERISA (S)3(37).

     "Note" has the meaning set forth in (S)2(b) below.

     "Ordinary Course of Business" means the ordinary course of business
consistent with past practice.

     "Owned Real Property" has the meaning set forth in (S)4(l)(i) below.

                                      -5-

<PAGE>

     "Parent" has the meaning set forth in the preface above.

     "Parent Returns" has the meaning set forth in (S)9(d)(i) below.

     "Parties" has the meaning set forth in the preface above.

     "Party" has the meaning set forth in the preface above.

     "PBGC" means the Pension Benefit Guaranty Corporation.

     "Person" means an individual, a partnership, a corporation, an association,
a joint stock company, a trust, a joint venture, an unincorporated organization,
or a governmental entity (or any department, agency, or political subdivision
thereof).

     "Prohibited Names and Marks" has the meaning set forth in (S)6(f) below.

     "Purchase Price" has the meaning set forth in (S)2(b) below.

     "Real Property" has the meaning set forth in (S)4(l)(ii) below.

     "Records" has the meaning set forth in (S)6(a) below.

     "Release" has the meaning set forth in (S)4(y)(i)(D) below.

     "Reportable Event" has the meaning set forth in ERISA (S)4043.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

     "Security Interest" means any mortgage, pledge, lien, encumbrance, charge,
or other security interest, other than (a) mechanic's, materialmen's, and
similar liens, (b) liens for Taxes and installments of special assessments not
yet due and payable or being contested in good faith subject to reserves for
contested Taxes or assessments in accordance with GAAP, (c) purchase money liens
and liens securing rental payments under capital lease arrangements, and (d)
other liens and encumbrances arising in the Ordinary Course of Business and not
incurred in connection with the borrowing of money.

     "Seller" has the meaning set forth in the preface above.

     "Seller Indemnified Party" has the meaning set forth in (S)8(c)(i) below.

     "Seller Indemnified Parties" has the meaning set forth in (S)8(c)(i) below.

     "Subsidiary" means any corporation with respect to which a specified Person
(or a Subsidiary thereof) owns a majority of the common stock or has the power
to vote or direct the voting of sufficient securities to elect a majority of the
directors.

                                       -6-

<PAGE>

     "Tax" means any federal, state, local, or foreign income, gross receipts,
license, payroll, employment, excise, severance, stamp, occupation, premium,
windfall profits, environmental (including taxes under Code (S)59A), customs
duties, capital stock, franchise, profits, withholding, social security (or
similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum,
estimated, business, occupancy or other tax of any kind whatsoever, including
any interest, penalty, or addition thereto, whether disputed or not.

     "Tax Authority" shall mean any domestic, foreign, federal, national, state,
provincial, county or municipal or other local government, and subdivision,
agency, commission or authority thereof, or any quasi-governmental body
exercising any taxing authority or any other authority exercising Tax regulatory
authority.

     "Tax Return" means any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.

     "Third Party Claim" has the meaning set forth in (S)8(d)(i) below.

     "Transaction Claims" has the meaning set forth in (S)11(p)(i) below.

     "WARN Act" has the meaning set forth in (S)4(v)(ix) below.

     "Warrant" has the meaning set forth in (S)2(d)(ii) below.

     "Working Capital" means current assets minus current liabilities determined
in accordance with GAAP (except that Income Tax assets (including deferred tax
assets) and Income Tax liabilities (including deferred tax liabilities) will be
excluded) consistent with the Company's past practice, as set forth on Exhibit A
hereto.

     "Working Capital Adjustment Amount" has the meaning as set forth in
(S)2(e)(iv) below.

     2.   Purchase and Sale of Company Shares.

          (a)  Basic Transaction. On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, and the Seller
agrees to sell to the Buyer, all of the Company Shares for the consideration
specified below in this (S)2. On and subject to the terms and conditions of this
Agreement, Parent agrees to take all actions necessary to cause Seller to sell
the Company Shares to the Buyer. On and subject to the terms and conditions of
this Agreement, Holdings agrees to take all actions necessary to cause the Buyer
to purchase the Company Shares from the Seller.

          (b)  Purchase Price. The aggregate purchase price for the Company
Shares shall be (i) Two Hundred Sixty-Five Million Dollars ($265,000,000) (the
"Base Price"), payable at the Closing by delivery (A) by Holdings of its
promissory note (the "Note") in the aggregate principal amount of $40,000,000
substantially in the form attached as Exhibit B hereto and (B) by the Buyer of
$225,000,000 in cash, plus (ii) the Working Capital Adjustment Amount (which may
be positive or negative) determined in accordance with Section 2(e) (the
"Purchase Price").

                                      -7-

<PAGE>

          (c)  The Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Maron & Sandler in
Los Angeles, California, commencing at 9:00 a.m. local time on the second
business day following the satisfaction or waiver of all conditions to the
obligations of the Parties to consummate the transactions contemplated hereby
(other than conditions with respect to actions the respective Parties shall take
at the Closing itself) or such other date as the Buyer and the Parent and the
Seller may mutually determine (the "Closing Date").

          (d)  Closing Obligations.

               (i)   At the Closing, the Parent and the Seller shall deliver to
          the Buyer (A) stock certificates representing all of the Company
          Shares, endorsed in blank or accompanied by duly executed assignment
          documents, and (B) the various certificates, instruments, and
          documents referred to in (S)7(a) below.

               (ii)  At the Closing, Holdings shall deliver to the Seller (A)
          the Note and (B) a warrant to purchase shares of Holdings common stock
          substantially in the form attached as Exhibit C hereto (the
          "Warrant"), and the Buyer shall deliver to the Seller (A) Two Hundred
          Twenty-Five Million Dollars ($225,000,000) by wire transfer of
          immediately available funds to accounts specified by the Seller, and
          (B) the various certificates, instruments, and documents referred to
          in (S)7(b) below.

          (e)  Purchase Price Adjustment.

               (i)   Interim Working Capital Adjustment. Not later than ten (10)
          days after the Closing Date, the Parent and the Seller shall deliver
          to Buyer their good faith estimate of the Working Capital of the
          Company as of the Closing Date (the "Estimated Closing Working
          Capital"), together with a reasonably detailed explanation of the
          calculation thereof. If Estimated Closing Working Capital is greater
          than negative $28,600,000 (e.g., negative $27,000,000), then within
          five (5) days after such delivery, the Buyer shall pay to the Seller
          the amount of such difference in cash. If Estimated Closing Working
          Capital is less than negative $30,600,000 (e.g., negative
          $31,000,000), then within five (5) days after such delivery, the
          Seller shall pay to the Buyer the amount of such difference in cash.
          Any payment made pursuant to this(S)2(e)(i) is referred to as the
          "Interim Adjustment." As examples of the operation of this (S)
          2(e)(i): (i) if Estimated Closing Working Capital is negative
          $25,600,000, the Buyer would be required to pay the Seller $3,000,000
          as an Interim Adjustment; and (ii) if Estimated Closing Working
          Capital is negative $33,600,000, the Seller would be required to pay
          the Buyer $3,000,000 as an Interim Adjustment.

               (ii)  Closing Balance Sheet. As soon as reasonably practicable
          following the Closing Date, and in any event within sixty (60) days
          thereafter, the Buyer shall prepare and deliver to the Parent and the
          Seller (i) a consolidated balance sheet of the Company and its
          Subsidiaries as of the Closing Date (the "Closing Balance Sheet") and
          (ii) a calculation of the Working Capital as

                                      -8-

<PAGE>

          reflected on the Closing Balance Sheet (the "Closing Working
          Capital"). The Closing Balance Sheet shall be prepared in accordance
          with GAAP and on a basis consistent with the preparation of the Most
          Recent Balance Sheet.

               (iii) Disputes. Upon delivery of the Closing Balance Sheet, the
          Company and the Buyer shall provide to the Parent and the Seller and
          the Parent's and the Seller's accountants full access to the Books and
          Records of the Company and its Subsidiaries, to the extent reasonably
          related to a review of the Closing Balance Sheet and the calculation
          of the Closing Working Capital. If the Parent and the Seller disagree
          with the calculation of the Closing Working Capital or any element of
          the Closing Balance Sheet relevant thereto, they shall notify Buyer of
          such disagreement in writing within forty-five (45) days after receipt
          of the Closing Balance Sheet, which notice shall set forth in detail
          the particulars of such disagreement. In the event that the Parent or
          the Seller does not provide such a notice of disagreement within such
          forty-five (45) day period, the Parent and the Seller shall be deemed
          to have accepted the Closing Balance Sheet and the calculation of the
          Closing Working Capital delivered by the Buyer, which shall be final,
          binding and conclusive for all purposes hereunder. In the event any
          such notice of disagreement is timely provided by the Parent or the
          Seller, the Buyer and the Parent and the Seller shall use their
          commercially reasonable efforts for a period of forty-five (45) days
          (or such longer period as they may mutually agree) to resolve any
          disagreements with respect to the calculation of the Closing Working
          Capital. If, at the end of such period, they are unable to resolve
          such disagreements, then PricewaterhouseCoopers LLP (or such other
          independent accounting firm of recognized national or regional
          standing as may be mutually selected by the Buyer and the Parent and
          the Seller) (the "Accounting Arbitrator") shall resolve any remaining
          disagreements. The Accounting Arbitrator shall determine as promptly
          as practicable, but in any event within forty-five (45) days of the
          date on which such dispute is referred to the Accounting Arbitrator,
          based solely on written submissions forwarded by the Buyer and the
          Parent and the Seller to the Accounting Arbitrator within ten (10)
          days following the Accounting Arbitrator's selection, whether or not
          the calculation of the Closing Working Capital was prepared in
          accordance with the standards set forth in this(S)2(e) and (only with
          respect to the remaining disagreements submitted to the Accounting
          Arbitrator) whether and to what extent (if any) the Closing Working
          Capital determination requires adjustment. The Accounting Arbitrator
          shall allocate its costs and expenses between the Buyer and the Seller
          based upon the percentage which the portion of the contested amount
          not awarded to each party bears to the amount actually contested by
          such party. In acting hereunder, the Accounting Arbitrator shall be
          entitled to the privileges and immunities of arbitrators. The
          determination of the Accounting Arbitrator shall be final, conclusive
          and binding on the parties. The date on which the Closing Working
          Capital is finally determined in accordance with this(S)2(e) is
          referred to as the "Determination Date."

               (iv)  Payment. The "Working Capital Adjustment Amount," which may
          be positive or negative, shall mean, as applicable (i) if no Interim
          Adjustment was

                                      -9-

<PAGE>

          made pursuant to(S)2(e)(i), the difference between the Closing Working
          Capital and the Base Working Capital, (ii) if the Buyer paid the
          Seller an Interim Adjustment pursuant to(S)2(e)(i), the difference
          between (A) the Closing Working Capital less the Interim Adjustment
          and (B) the Base Working Capital, or (iii) if the Seller paid the
          Buyer an Interim Adjustment pursuant to(S)2(e)(i), the difference
          between (A) the Closing Working Capital plus the Interim Adjustment,
          and (B) the Base Working Capital. The "Base Working Capital" shall be
          negative $29,600,000. If the Closing Working Capital (as adjusted for
          an Interim Adjustment, as applicable, as provided above) is greater
          than the Base Working Capital (such difference, the "Increase
          Amount"), then within five (5) days after the Determination Date, the
          Buyer shall pay to the Seller an amount equal to the Increase Amount,
          together with interest thereon calculated from the Closing Date to the
          date of payment at the Applicable Rate. If the Base Working Capital is
          greater than the Closing Working Capital (as adjusted for an Interim
          Adjustment, as applicable, as provided above) (such difference, the
          "Deficit Amount"), then within five (5) days after the Determination
          Date the Parent and Seller shall pay to the Buyer an amount equal to
          the Deficit Amount, together with interest thereon calculated from the
          Closing Date to the date of payment at the Applicable Rate. As
          examples of the operation of this(S) 2(e)(i): (i) if no Interim
          Adjustment was made and if Closing Working Capital is negative
          $27,600,000, then the Buyer shall pay the Seller $2,000,000 as the
          Increase Amount; (ii) if no Interim Adjustment was made and if Closing
          Working Capital is negative $31,600,000, then the Seller shall pay the
          Buyer $2,000,000 as the Deficit Amount; (iii) if the Buyer paid the
          Seller an Interim Adjustment of $1,000,000 pursuant to(S)2(e)(i) and
          if Closing Working Capital is negative $27,600,000, then the Buyer
          shall pay the Seller $1,000,000 as the Increase Amount; (iv) if the
          Buyer paid the Seller an Interim Adjustment of $2,000,000 pursuant
          to(S)2(e)(i) and if Closing Working Capital is negative $29,600,000,
          then the Seller shall pay the Buyer $2,000,000 as the Deficit Amount;
          (v) if the Seller paid the Buyer an Interim Adjustment of $2,000,000
          pursuant to(S)2(e)(i) and if Closing Working Capital is negative
          $32,600,000, then the Seller shall pay the Buyer $1,000,000 as the
          Deficit Amount; and (vi) if the Seller paid the Buyer an Interim
          Adjustment of $1,000,000 pursuant to(S)2(e)(i) and if Closing Working
          Capital is negative $28,600,000, then Buyer shall pay the Seller
          $2,000,000 as the Increase Amount.

     3.   Representations and Warranties Concerning the Transaction.

          (a)  Representations and Warranties of the Parent and the Seller. The
Parent and the Seller represent and warrant to the Buyer, except as set forth in
the Disclosure Schedule, as follows:

               (i)   Organization of the Parent and the Seller. Each of the
          Parent and the Seller is duly organized, validly existing, and in good
          standing under the laws of the jurisdiction of its incorporation.

               (ii)  Authorization of Transaction. Each of the Parent, the
          Seller and the Company has full corporate power and authority to
          execute and deliver this

                                      -10-

<PAGE>

          Agreement and to perform its obligations hereunder. This Agreement
          constitutes the valid and legally binding obligation of each of the
          Parent, the Seller and the Company, enforceable in accordance with its
          terms and conditions, subject to the effects of bankruptcy,
          insolvency, fraudulent conveyance, reorganization, moratorium and
          other similar laws relating to or affecting creditors' rights
          generally, and general equitable principles (whether considered in a
          proceeding in equity or at law). Each of the Parent, the Seller and
          the Company need not give any notice to, make any filing with (each, a
          "Filing"), or obtain any authorization, consent, or approval (each, a
          "Consent") of any government or governmental agency in order to
          consummate the transactions contemplated by this Agreement, other than
          non-material Consents and Filings the failure of which to obtain or
          make would not reasonably be expected to materially impair or
          materially delay the ability of the Parent or Seller to effect the
          Closing.

               (iii) Noncontravention. Neither the execution and the delivery of
          this Agreement, nor the consummation of the transactions contemplated
          hereby, will, subject to obtaining or making the Consents or Filings,
          as the case may be, as set forth on the Disclosure Schedule, (A)
          violate any constitution, statute, regulation, rule, injunction,
          judgment, order, decree, ruling, charge, or other restriction of any
          government, governmental agency, or court to which the Parent or the
          Seller is subject or any provision of its charter or bylaws or (B)
          conflict with, result in a breach of, constitute a default under,
          result in the acceleration of, create in any party the right to
          accelerate, terminate, modify, or cancel, or require any notice under
          any agreement, contract, lease, license, instrument, or other
          arrangement to which the Parent or the Seller is a party or by which
          it is bound or to which any of its assets is subject, except to the
          extent that any such events would not reasonably be expected to
          materially impair or materially delay the ability of the Parent or the
          Seller to effect the Closing.

               (iv)  Company Shares. The Seller holds of record and owns
          beneficially all of the Company Shares, free and clear of any
          restrictions on transfer (other than any restrictions under the
          Securities Act and state securities laws), Security Interests (without
          regard to any exclusions in such defined term), options, warrants,
          purchase rights, contracts, commitments, equities, claims, and
          demands. Each of the Parent and the Seller is not a party to any
          option, warrant, purchase right, or other contract or commitment that
          could require the Parent or the Seller to sell, transfer, or otherwise
          dispose of any capital stock of the Company (other than this
          Agreement). Each of the Parent and the Seller is not a party to any
          voting trust, proxy, or other agreement or understanding with respect
          to the voting of any capital stock of the Company.

          (b)  Representations and Warranties of Holdings and the Buyer.
Holdings and the Buyer represent and warrant to the Parent and the Seller,
except as set forth in the Disclosure Schedule, as follows:

                                      -11-

<PAGE>

               (i)   Organization of the Buyer. The Buyer is a corporation duly
          organized, validly existing, and in good standing under the laws of
          the jurisdiction of its incorporation.

               (ii)  Authorization of Transaction. The Buyer has full corporate
          power and authority to execute and deliver this Agreement and to
          perform its obligations hereunder. This Agreement constitutes the
          valid and legally binding obligation of the Buyer, enforceable in
          accordance with its terms and conditions. The Buyer need not give any
          notice to, make any Filing with, or obtain any Consent of any
          government or governmental agency in order to consummate the
          transactions contemplated by this Agreement, other than non-material
          Consents and Filings the failure of which to obtain or make would not
          reasonably be expected to materially impair or materially delay the
          ability of the Buyer to effect the Closing.

               (iii) Noncontravention. Neither the execution and the delivery of
          this Agreement, nor the consummation of the transactions contemplated
          hereby, shall, subject to obtaining or making of any consents or
          filings, as the case may be, as set forth on the Disclosure Schedule,
          (A) violate any constitution, statute, regulation, rule, injunction,
          judgment, order, decree, ruling, charge, or other restriction of any
          government, governmental agency, or court to which the Buyer is
          subject or any provision of its charter or bylaws or (B) conflict
          with, result in a breach of, constitute a default under, result in the
          acceleration of, create in any party the right to accelerate,
          terminate, modify, or cancel, or require any notice under any
          agreement, contract, lease, license, instrument, or other arrangement
          to which the Buyer is a party or by which it is bound or to which any
          of its assets is subject, except to the extent that any such events
          would not reasonably be expected to materially impair or materially
          delay the ability of the Buyer to effect the Closing.

               (iv)  Investment. The Buyer is not acquiring the Company Shares
          with a view to or for sale in connection with any distribution thereof
          in violation of the Securities Act.

               (v)   Sufficient Funds. The Commitment Letter has been executed \
          and delivered by BNP Paribas, is in full force and effect and has not
          been cancelled or revoked. Pursuant to the Commitment Letter, all
          commitment fees and other amounts required to be paid prior to the
          date hereof pursuant to the Commitment Letter have been paid. To the
          knowledge of Holdings and the Buyer, none of the conditions to the
          Lender's obligations to fund cannot be met on or before the Closing
          Date. Subject to receipt of the financing under the senior secured
          credit facilities contemplated by the Commitment Letter, the Buyer
          will have available on the Closing Date sufficient funds to consummate
          the purchase of the Company Shares from the Seller under this
          Agreement.

               (vi)  Financial Statements. The Buyer has delivered to the Seller
          copies of the audited divisional combined balance sheets of the
          Children's Discovery Centers division of the Buyer (the "Division") as
          of December 31, 2000 and 2001,

                                      -12-

<PAGE>

          together with the related audited divisional combined statements of
          income, retained earnings and cash flows for the years then ended,
          reported on without qualification by the Buyer's independent certified
          public accountants (the "Buyer Financial Statements"). The Buyer
          Financial Statements have been prepared in accordance with GAAP
          (except as otherwise provided in the Buyer Financial Statements and
          the notes thereto) applied on a consistent basis throughout the
          periods covered thereby and present fairly, in all material respects,
          the financial position of the Division as of such dates and the
          results of operations of the Division for such periods.

               (vii) No Other Representations. Notwithstanding anything
          contained in this (S)3 or any other provision of this Agreement, it is
          the explicit intent of all the Parties hereto that neither Holdings
          nor the Buyer is making any representation or warranty whatsoever,
          express or implied, except those of Holdings and the Buyer, as the
          case may be, set forth in (S)3 hereof. Without limiting the generality
          of the foregoing, the Parent and the Seller acknowledge and agree that
          neither Holdings nor the Buyer makes any representation or warranty to
          the Parent or the Seller with respect to any projections, estimates or
          budgets heretofore delivered to or made available to the Parent or the
          Seller of future revenues, expenses or expenditures or future results
          of operations.

     4.   Representations and Warranties Concerning the Company and its
Subsidiaries. Each of the Parent, the Seller and the Company represents and
warrants as follows, except as set forth in the Disclosure Schedule:

          (a)  Organization, Qualification, and Corporate Power. Each of the
Company and its Subsidiaries is a corporation duly organized, validly existing,
and in good standing under the laws of the jurisdiction of its incorporation.
Each of the Company and its Subsidiaries is duly authorized to conduct business
and is in good standing under the laws of each jurisdiction where such
qualification is required. (S)4(a) of the Disclosure Schedule lists each such
jurisdiction in which each of the Company and its Subsidiaries is duly
authorized to conduct business. Each of the Company and its Subsidiaries has
full corporate power and authority and all material licenses, permits, and
authorizations necessary to carry on the businesses in which it is engaged and
to own and use the properties owned and used by it. (S)4(a) of the Disclosure
Schedule lists the directors and officers of each of the Company and its
Subsidiaries. The Parent, the Seller and the Company have delivered to the Buyer
correct and complete copies of the charter and bylaws of each of the Company and
its Subsidiaries (as amended to date). The minute books (containing the records
of meetings of the stockholders, the board of directors, and any committees of
the board of directors), the stock certificate books, and the stock record books
of each of the Company and its Subsidiaries are correct and complete in all
material respects. None of the Company and its Subsidiaries is in default under
or in violation of any provision of its charter or bylaws.

          (b)  Capitalization. The entire authorized capital stock of the
Company consists of 1,000 Company Shares, of which 1,000 Company Shares are
issued and outstanding and no Company Shares are held in treasury. All of the
issued and outstanding Company Shares have been duly authorized, are validly
issued, fully paid, and nonassessable, and are held of

                                      -13-

<PAGE>

record by the Seller as set forth in (S)4(b) of the Disclosure Schedule. There
are no outstanding or authorized options, warrants, purchase rights,
subscription rights, conversion rights, exchange rights, or other contracts or
commitments that could require the Company to issue, sell, or otherwise cause to
become outstanding any of its capital stock. There are no outstanding or
authorized stock appreciation, phantom stock, profit participation, or similar
rights with respect to the Company. There are no voting trusts, proxies, or
other agreements or understandings with respect to the voting of the capital
stock of the Company.

          (c)  Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby, will,
subject to making or obtaining the Consents and Filings, as the case may be, as
set forth in (S)4(c) of the Disclosure Schedule, (i) violate any constitution,
statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
or other restriction of any government, governmental agency, or court to which
any of the Company and its Subsidiaries is subject or any provision of the
charter or bylaws of any of the Company and its Subsidiaries or (ii) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any real property lease or any material
agreement, contract, lease (other than a real property lease), license,
instrument, or other arrangement to which any of the Company and its
Subsidiaries is a party or by which it is bound or to which any of its assets is
subject (or result in the imposition of any Security Interest upon any of its
assets). None of the Company and its Subsidiaries needs to make any Filing or
obtain any Consent of any government or governmental agency in order to
consummate the transactions contemplated by this Agreement.

          (d)  Title to Assets. Except as provided in (S)4(k) below with respect
to Real Property, each of the Company and its Subsidiaries has good and valid
title to, or a valid leasehold interest in, the properties and assets used by
them, located on their premises, or shown on the Most Recent Balance Sheet or
acquired after the date thereof, free and clear of all Security Interests,
except for properties and assets disposed of in the Ordinary Course of Business
since the date of the Most Recent Balance Sheet.

          (e)  Subsidiaries. (S)4(e) of the Disclosure Schedule sets forth for
each Subsidiary of the Company (i) its name and jurisdiction of organization,
(ii) the number of shares of authorized capital stock of each class of its
capital stock, (iii) the number of issued and outstanding shares of each class
of its capital stock or other equity interests, as the case may be, the names of
the holders thereof, and the number of shares or other equity interests, as the
case may be, held by each such holder, and (iv) the number of shares of its
capital stock held in treasury. All of the issued and outstanding shares of
capital stock of each Subsidiary of the Company have been duly authorized and
are validly issued, fully paid, and nonassessable. One of the Company and its
Subsidiaries holds of record and owns beneficially all of the outstanding shares
or other equity interests of each Subsidiary of the Company, free and clear of
any restrictions on transfer (other than restrictions under the Securities Act
and state securities laws), Security Interests (without regard to any exclusions
in such defined term), options, warrants, purchase rights, contracts,
commitments, equities, claims, and demands. There are no outstanding or
authorized options, warrants, purchase rights, subscription rights, conversion
rights, exchange rights, or other contracts or commitments that could require
any of the Company and its Subsidiaries to sell, transfer, or otherwise dispose
of any capital stock or other

                                      -14-

<PAGE>

equity interests of any of its Subsidiaries or that could require any Subsidiary
of the Company to issue, sell, or otherwise cause to become outstanding any of
its own capital stock or other equity interests. There are no outstanding stock
appreciation, phantom stock, profit participation, or similar rights with
respect to any Subsidiary of the Company. There are no voting trusts, proxies,
or other agreements or understandings with respect to the voting of any capital
stock or other equity interests of any Subsidiary of the Company. None of the
Company and its Subsidiaries controls directly or indirectly or has any direct
or indirect equity participation in any corporation, partnership, trust, or
other business association, which is not a Subsidiary of the Company.

          (f)  Financial Statements. Attached hereto as Exhibit A are the
following financial statements (collectively the "Financial Statements"): (i)
audited consolidated balance sheets as of September 27, 2002 and September 28,
2001, and related statements of income, changes in stockholders' equity, and
cash flows for the fiscal years ended September 29, 2000, September 28, 2001,
and September 27, 2002 (the "Most Recent Fiscal Year End") for the Company and
its Subsidiaries; and (ii) an unaudited consolidated balance sheet and related
statements of income, changes in stockholders' equity, and cash flows (the "Most
Recent Financial Statements") as of and for the three months ended December 27,
2002 (the "Most Recent Fiscal Month End") for the Company and its Subsidiaries.
The Financial Statements (including the notes thereto) have been prepared in
accordance with GAAP (except as otherwise provided in the Financial Statements
and the notes thereto, and in the case of the unaudited financial statements,
except for the absence of footnotes and subject to normal year-end adjustments)
applied on a consistent basis throughout the periods covered thereby (unless
otherwise disclosed in the notes to the Financial Statements), present fairly in
all material respects the financial position of the Company and its Subsidiaries
as of such dates and the results of operations of the Company and its
Subsidiaries for such periods and have been prepared from the accounting books
and records of the Company and its Subsidiaries.

          (g)  Events Subsequent to Most Recent Fiscal Year End. Since the Most
Recent Fiscal Year End to the date of this Agreement, there has not been any
material adverse change in the business, financial condition, operations or
results of operations of the Company and its Subsidiaries, taken as a whole.
Without limiting the generality of the foregoing, since the Most Recent Fiscal
Year End to the date of this Agreement (with respect to the representation made
upon execution of this Agreement) and to the Closing Date (with respect to the
representation made at the Closing):

               (i)    none of the Company and its Subsidiaries has sold, leased,
          transferred, or assigned any of its assets other than in the Ordinary
          Course of Business;

               (ii)   none of the Company and its Subsidiaries has entered into
          any agreement, contract, lease, or license (or series of related
          agreements, contracts, leases, and licenses) either involving more
          than $100,000 or outside the Ordinary Course of Business;

               (iii)  None of the Company and its Subsidiaries has, and to the
          Knowledge of the Parent, the Seller and the Company no other party
          has,

                                      -15-

<PAGE>

          accelerated, terminated, modified or cancelled in writing any
          agreement, contract, lease, or license (or series of related
          agreements, contracts, leases, and licenses) either involving more
          than $100,000 or outside the Ordinary Course of Business, to which any
          of the Company and its Subsidiaries is a party or by which any of them
          is bound;

               (iv)   none of the Company and its Subsidiaries has imposed any
          Security Interest upon any of its assets;

               (v)    none of the Company and its Subsidiaries has made any
          capital expenditure (or series of related capital expenditures) either
          involving more than $100,000 or outside the Ordinary Course of
          Business;

               (vi)   none of the Company and its Subsidiaries has made any
          capital investment in, any loan to, or any acquisition of the
          securities or assets of, any other Person (or series of related
          capital investments, loans, and acquisitions) either involving more
          than $100,000 or outside the Ordinary Course of Business;

               (vii)  none of the Company and its Subsidiaries has issued any
          note, bond, or other debt security or created, incurred, assumed, or
          guaranteed any indebtedness for borrowed money or capitalized lease
          obligation involving more than $100,000;

               (viii) none of the Company and its Subsidiaries has materially
          delayed or postponed the payment of accounts payable and other
          liabilities outside the Ordinary Course of Business;

               (ix)   none of the Company and its Subsidiaries has cancelled,
          compromised, waived, or released any right or claim (or series of
          related rights and claims) either involving more than $100,000 or
          outside the Ordinary Course of Business;

               (x)    none of the Company and its Subsidiaries has granted any
          license or sublicense of any rights under or with respect to any
          material Intellectual Property;

               (xi)   there has been no change made or authorized in the charter
          or bylaws of any of the Company and its Subsidiaries;

               (xii)  none of the Company and its Subsidiaries has issued, sold,
          or otherwise disposed of any of its capital stock, or granted any
          options, warrants, or other rights to purchase or obtain (including
          upon conversion, exchange, or exercise) any of its capital stock;

               (xiii) none of the Company and its Subsidiaries has declared, set
          aside, or paid any dividend or made any distribution with respect to
          its capital stock (whether in cash or in kind) or redeemed, purchased,
          or otherwise acquired any of its capital stock;

                                      -16-

<PAGE>

               (xiv)   none of the Company and its Subsidiaries has experienced
          any damage, destruction, or loss to its property in excess of $100,000
          that is not covered by insurance;

               (xv)    none of the Company and its Subsidiaries has made any
          loan to, or entered into any other transaction with, any of its
          directors, officers, and employees outside the Ordinary Course of
          Business;

               (xvi)   none of the Company and its Subsidiaries has entered into
          any collective bargaining agreement or material employment contract or
          modified the terms of any existing such contract or agreement;

               (xvii)  none of the Company and its Subsidiaries has granted any
          increase in the base compensation of any of its directors, officers,
          and employees outside the Ordinary Course of Business;

               (xviii) none of the Company and its Subsidiaries has adopted,
          amended, modified, or terminated any bonus, profit-sharing, incentive,
          severance, or other similar plan, contract, or commitment for the
          benefit of any of its directors, officers, and employees (or taken any
          such action with respect to any other Employee Benefit Plan) outside
          of the Ordinary Course of Business;

               (xix)   none of the Company and its Subsidiaries has made any
          other material change in employment terms for any of its directors,
          officers, and employees outside the Ordinary Course of Business;

               (xx)    none of the Company and its Subsidiaries has made or
          pledged to make any charitable or other capital contribution outside
          the Ordinary Course of Business; and

               (xxi)   none of the Company and its Subsidiaries has committed to
          any of the foregoing.

          (h)  Undisclosed Liabilities. None of the Company and its Subsidiaries
has any Liability, except for (i) liabilities reflected or reserved against in
the Most Recent Balance Sheet (or described in any notes thereto or in the notes
to the balance sheet for the Most Recent Fiscal Year End), and (ii) Liabilities
which have arisen after the Most Recent Fiscal Month End in the Ordinary Course
of Business.

          (i) Legal Compliance. Each of the Company and its Subsidiaries has
complied in all material respects with all applicable laws (including rules,
regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and
charges thereunder) of federal, state and local governments (and all agencies
thereof), and none of the Company or its Subsidiaries has received written
notice that any material action, suit, proceeding, hearing, investigation,
charge, complaint, claim, demand, or notice has been filed or commenced against
any of them alleging any failure so to comply.

                                      -17-

<PAGE>

          (j)  Tax Matters.

               (i)   Each of the Company and its Subsidiaries has filed all Tax
          Returns that it was required to file. All such Tax Returns were
          correct and complete in all material respects. All Taxes with respect
          to items or periods covered by such Tax Returns and shown to be owing
          by any of the Company and its Subsidiaries on any such Tax Returns
          have been paid other than those being contested in good faith through
          appropriate proceedings and for which appropriate reserves have been
          established. There are no liens on any of the assets of any of the
          Company and its Subsidiaries that arose in connection with any failure
          (or alleged failure) to pay any Tax other than liens for Taxes not yet
          due or payable or for Taxes that the Company or its Subsidiaries are
          contesting in good faith through appropriate proceedings and for which
          appropriate reserves have been established.

               (ii)  Each of the Company and its Subsidiaries has withheld and
          paid all Taxes required to have been withheld and paid in connection
          with amounts paid or owing to any employee, independent contractor,
          creditor, stockholder, or other third party.

               (iii) There is no dispute or claim concerning any material Tax
          liability of any of the Company and its Subsidiaries claimed or raised
          by any authority in writing. The Parent, the Seller and the Company
          have delivered to the Buyer correct and complete copies of all the
          examination reports and statements of deficiencies assessed against or
          agreed to by any of the Company and its Subsidiaries since January 1,
          1999.

               (iv)  None of the Company and its Subsidiaries has waived any
          statute of limitations in respect of Taxes or agreed to any extension
          of time with respect to a Tax assessment or deficiency.

               (v)   None of the Company and its Subsidiaries has filed a
          consent under Code(S)341(f) concerning collapsible corporations. None
          of the Company and its Subsidiaries has made any payments, is
          obligated to make any payments, or is a party to any agreement that
          under certain circumstances could obligate it to make any payments
          that will not be deductible under Code(S)280G. None of the Company and
          its Subsidiaries is a party to any Tax allocation or sharing
          agreement. None of the Company and its Subsidiaries (A) has been a
          member of an Affiliated Group filing a consolidated federal income Tax
          Return (other than a group the common parent of which was the Parent)
          or (B) has any liability for the Taxes of any Person (other than any
          of the Company and its Subsidiaries and the affiliated group the
          common parent of which is the Parent) under Reg.(S)1.1502-6 (or any
          similar provision of state, local, or foreign law), as a transferee or
          successor, by contract, or otherwise.

               (vi)  (S)4(j) of the Disclosure Schedule sets forth the following
          information with respect to each of the Company and its Subsidiaries
          (or, in the case of clause (B) below, with respect to each of the
          Subsidiaries) as of the most

                                      -18-

<PAGE>

          recent practicable date: (A) the basis of the Company or Subsidiary in
          its assets; (B) the basis of the stockholder(s) of the Subsidiary in
          its stock; (C) the amount of any net operating loss, net capital loss,
          unused investment or other credit, unused foreign tax, or excess
          charitable contribution allocable to the Company or Subsidiary; and
          (D) the amount of earnings and profits of the Company and its
          Subsidiaries.

               (vii) The unpaid Income Taxes of the Company and its Subsidiaries
          (A) did not, as of the Most Recent Fiscal Month End, exceed the
          reserve for Income Tax Liability (rather than any reserve for deferred
          Income Taxes established to reflect timing differences between book
          and Income Tax income) set forth on the face of the Most Recent
          Balance Sheet (or in any notes thereto) and (B) do not exceed that
          reserve as adjusted for the passage of time through the Closing Date
          in accordance with the past practice of the Company and its
          Subsidiaries in filing their Income Tax Returns.

          (k)  Real Property.

               (i)   (S)4(k)(i) of the Disclosure Schedule lists all real
          property that any of the Company and its Subsidiaries owns
          (collectively, the "Owned Real Property"). With respect to each such
          parcel of Owned Real Property:

                     (A)  the identified owner has good and valid title to the
               parcel of real property, free and clear of any Security Interest,
               easement, covenant, or other restriction, except for (I) such as
               are disclosed in the Financial Statements (or the notes thereto)
               or securing debt reflected as a liability on the Most Recent
               Balance Sheet (or the notes thereto), and (II) (a) mechanics',
               carriers', workmen's, repairmen's or other like liens arising or
               incurred in the Ordinary Course of Business for amounts not yet
               due or which are being contested in good faith by appropriate
               proceedings, (b) liens for Taxes and other government charges
               which are not due and payable or which may thereafter be paid
               without penalty or which are being contested in good faith by
               appropriate proceedings (subject to an appropriate reserve
               therefor), and (c) imperfections of title, recorded easements,
               covenants, and other restrictions or encumbrances, if any,
               including those reflected in title reports or title commitments
               delivered to the Buyer, and in any case which do not,
               individually or in the aggregate, materially impair the value or
               continued use and operation of the specific assets to which they
               relate;

                     (B)  there are no pending or, to the Knowledge of the
               Parent, the Seller and the Company, threatened condemnation
               proceedings or material lawsuits, or administrative actions
               relating to the Owned Real Property;

                     (C)  all facilities located on the Owned Real Property have
               received all material approvals of any Governmental Authority
               (including licenses and permits) required in connection with the
               ownership or

                                      -19-

<PAGE>

               operation thereof, are in good condition and repair (subject to
               normal wear and tear given the use and age of the facility) and
               have been operated and maintained in all material respects in
               accordance with applicable laws, rules and regulations;

                     (D)  there are no leases, subleases, licenses, concessions,
               or other agreements, written or oral, granting to any party or
               parties the right of use or occupancy of any portion of the Owned
               Real Property, except for any entered into in the Ordinary Course
               of Business that do not materially interfere with the operation
               of the Company's business at such facility;

                     (E)  there are no outstanding options or rights of first
               refusal to purchase any parcel of Owned Real Property, or any
               portion thereof or interest therein; and

                     (F)  there are no parties (other than the Company and its
               Subsidiaries) in possession of the parcel of real property, other
               than tenants under any leases disclosed in (S)4(k)(i) of the
               Disclosure Schedule who are in possession of space to which they
               are entitled and others who have been granted possession in the
               Ordinary Course of Business and who do not materially interfere
               with the operation of the Company's business at such facility;
               and

                     (G)  all facilities located on the Owned Real Property are
               supplied with utilities and other services sufficient for the
               operation of such facilities in the Ordinary Course of Business,
               including gas, electricity, water, telephone and sanitary sewer,
               where applicable.

               (ii)  (S)4(k)(ii) of the Disclosure Schedule lists all real
          property leased or subleased to any of the Company and its
          Subsidiaries (the "Leased Real Property"; together with the Owned Real
          Property, collectively, the "Real Property"). The Parent, the Seller
          and the Company have delivered to the Buyer correct and complete
          copies of the leases and subleases listed in (S)4(k)(ii) of the
          Disclosure Schedule (as amended to date). With respect to each lease
          and sublease listed in (S)4(k)(ii) of the Disclosure Schedule:

                     (A)  the lease or sublease is legal, valid, binding and
               enforceable against the Company and to the Knowledge of the
               Parent, the Seller and the Company against each other party
               thereto, and in full force and effect;

                     (B)  none of the Company and its Subsidiaries is in breach
               or default in any material respect under any such lease or
               sublease, and no event has occurred under any such lease or
               sublease which, with notice or lapse of time, would constitute a
               breach or default in any material respect, thereunder, or permit
               termination, modification, or acceleration thereof;

                     (C)  none of the Company and its Subsidiaries has (i)
               repudiated any provision of the lease or sublease or (ii)
               received written notice from

                                      -20-

<PAGE>

               any other party to the lease or sublease of repudiation of any
               provision thereof;

                     (D)  there are no material disputes, oral agreements, or
               forbearance agreements in effect as to the lease or sublease;

                     (E)  none of the Company and its Subsidiaries has assigned,
               transferred, conveyed, mortgaged, deeded in trust, or encumbered
               any interest in the leasehold or subleasehold estate created by
               any such lease or sublease;

                     (F)  all facilities leased or subleased thereunder have
               received all material approvals of governmental authorities
               (including licenses and permits) required in connection with the
               operation thereof, are in good condition and repair (subject to
               normal wear and tear given the use and age of the facility) and
               have been operated and maintained in all material respects in
               accordance with applicable laws, rules and regulations; and

                     (G)  all facilities leased or subleased thereunder are
               supplied with utilities and other services sufficient for the
               operation of said facilities in the Ordinary Course of Business.

          (l)  Intellectual Property.

               (i)   Other than the name "ARAMARK" and derivations thereof, the
          Company and its Subsidiaries own or have the right to use all material
          Intellectual Property necessary for the operation of the businesses of
          the Company and its Subsidiaries as presently conducted. Each of the
          Company and its Subsidiaries has taken reasonably appropriate measures
          to maintain and protect the Intellectual Property that it owns or
          uses. None of the Company or any of its Subsidiaries use any
          Prohibited Names and Marks in the operation of its business as
          presently conducted.

               (ii)  None of the Company and its Subsidiaries has received
          written notice that it is infringing upon, misappropriating, or
          otherwise violating the Intellectual Property rights of third parties,
          and none of the Parent, the Seller, the Company and its Subsidiaries
          has received any written charge, complaint, claim, demand, or notice
          alleging that any of the Company or its Subsidiaries is infringing,
          misappropriating, or violating (including any claim that any of the
          Company and its Subsidiaries must license or refrain from using any
          Intellectual Property rights of any third party) any Intellectual
          Property rights of third parties. To the Knowledge of the Parent, the
          Seller and the Company, no third party is infringing upon,
          misappropriating, or otherwise violating any Intellectual Property
          rights of any of the Company and its Subsidiaries.

               (iii) No patents or registrations have been issued to any of the
          Company and its Subsidiaries with respect to any of its Intellectual
          Property. (S)4(l) of the Disclosure Schedule identifies each material
          license, agreement, or

                                      -21-

<PAGE>

          other permission which any of the Company and its Subsidiaries has
          granted to any third party with respect to any of its Intellectual
          Property (together with any exceptions). (S)4(l)(iii) of the
          Disclosure Schedule also identifies each material trade name or
          trademark (registered or unregistered) used by any of the Company and
          its Subsidiaries in connection with any of its businesses. With
          respect to each item of registered Intellectual Property identified in
          (S)4(l)(iii) of the Disclosure Schedule:

                     (A)  the Company and its Subsidiaries possess all right,
               title, and interest in and to the item, free and clear of any
               Security Interest;

                     (B)  the item is not subject to any outstanding injunction,
               judgment, order, decree, ruling, or charge against the Company or
               any of its Subsidiaries;

                     (C)  no action, suit, proceeding, hearing, investigation,
               charge, complaint, claim, or demand is pending or, to the
               Knowledge of the Parent, the Seller and the Company, is
               threatened which challenges the legality, validity or
               enforceability of the item or the use or ownership of the item by
               the Company and its Subsidiaries.

               (iv)  (S)4(l)(iv) of the Disclosure Schedule identifies each
          material license, sublicense or agreement to use Intellectual Property
          granted by any third party and that any of the Company and its
          Subsidiaries uses. With respect to each such license, sublicense or
          agreement identified in (S)4(l)(iv) of the Disclosure Schedule:

                     (A)  such license, sublicense or agreement is in full force
               and effect and is legal, valid, binding, enforceable against the
               Company or its Subsidiaries, as applicable, and, to the Knowledge
               of the Parent, the Seller and the Company, is legal, valid and
               binding against the other party thereto;

                     (B)  none of the Company and its Subsidiaries is, and to
               the Knowledge of the Parent, the Seller and the Company, no other
               party is, in breach or default in any material respect under any
               such license, sublicense or agreement, and no event has occurred
               which with notice or lapse of time would constitute a breach or
               default in any material respect;

                     (C)  none of the Company and its Subsidiaries has (i)
               repudiated any provision of the license, sublicense or agreement
               or (ii) received written notice from any other party to such
               license, sublicense or agreement of repudiation of any provision
               thereof;

                     (D)  to the Knowledge of the Parent, the Seller and the
               Company, the underlying item of Intellectual Property is not
               subject to any outstanding injunction, judgment, order, decree,
               ruling, or charge;

                                      -22-

<PAGE>

                     (E)  to the Knowledge of the Parent, the Seller and the
               Company, no action, suit, proceeding, hearing, investigation,
               charge, complaint, claim, or demand is pending or is threatened
               which challenges the legality, validity, or enforceability of the
               underlying item of Intellectual Property; and

                     (F)  none of the Company and its Subsidiaries has granted
               any sublicense or similar right (other than to the Company and
               its Subsidiaries) with respect to the license, sublicense,
               agreement, or permission.

          (m)  Tangible Assets. Each tangible asset owned, leased, licensed or
used by the Company and its Subsidiaries has been maintained in accordance with
normal industry practice and is in good operating condition and repair (subject
to normal wear and tear given the use and age of such asset).

          (n)  Capital Expenditures. (S)4(n) of the Disclosure Schedule lists
all of the capital expenditures in excess of $100,000 (either individually or as
part of a related project) of the Company and its Subsidiaries made during the
Most Recent Fiscal Year and the total capital expenditure budget for the Most
Recent Fiscal Year. All of the capital expenditures listed on (S)4(n) of the
Disclosure Schedule that were made in the Most Recent Fiscal Year have been paid
in full. (S)4(n) of the Disclosure Schedule also lists (i) all budgeted (by
category) capital expenditures in excess of $100,000 (either individually or as
part of a related project) of the Company and its Subsidiaries for the fiscal
year ending September 2003, (ii) the actual expenditures through December 2002
(which shall be updated at the Closing through the most recent practicable
fiscal month end) on such 2003 budgeted amounts, and (iii) a schedule of planned
expenditures on such 2003 budgeted items for the balance of the fiscal year.

          (o)  Contracts. (S)4(o) of the Disclosure Schedule lists the following
contracts and other agreements to which any of the Company and its Subsidiaries
is a party and which is in effect or by which any of the Company and its
Subsidiaries is otherwise bound;

               (i)   any agreement (or group of related agreements) for the
          lease of personal property to or from any Person providing for lease
          payments in excess of $50,000 per annum;

               (ii)  any agreement (or group of related agreements) for the
          purchase or sale of raw materials, commodities, supplies, products, or
          other personal property, or for the furnishing or receipt of services,
          the performance of which will extend over a period of more than one
          year (and which is not cancelable within one year) and involves
          consideration in excess of $100,000 in any year;

               (iii) any agreement concerning a partnership or joint venture;

               (iv)  any agreement (or group of related agreements) under which
          it has created, incurred, assumed, or guaranteed any indebtedness for
          borrowed money, any capitalized lease obligation, or any agreement
          under which it has imposed a Security Interest on any of its assets;

                                      -23-

<PAGE>

               (v)    any agreement concerning noncompetition or material
          agreement concerning confidentiality;

               (vi)   any agreement with any of the Parent and the Seller and
          their Affiliates (other than the Company and its Subsidiaries);

               (vii)  any collective bargaining agreement or similar written
          agreement with any labor organization, or written work rules or
          practices agreed to with any labor organization or employee
          association applicable to employees of the Company or its
          Subsidiaries;

               (viii) any consulting agreement providing annual compensation in
          excess of $100,000 or providing severance benefits; and

               (ix)   any agreement under which it has advanced or loaned any
          amount to any of its directors, officers, and employees outside the
          Ordinary Course of Business.

     The Parent, the Seller and the Company have delivered to the Buyer a
correct and complete copy of each written agreement listed in (S)4(o) of the
Disclosure Schedule (as amended to date) and a written summary setting forth the
terms and conditions of each oral agreement referred to in (S)4(o) of the
Disclosure Schedule. With respect to each such agreement: (A) the agreement is
legal, valid, binding and enforceable against the Company, and to the Knowledge
of the Parent, the Seller and the Company, the agreement is legal, valid and
binding against the other party thereto; (B) none of the Company and its
Subsidiaries, and to the Knowledge of the Parent, the Seller and the Company no
other party thereto, is in breach or default in any material respect, and no
event has occurred which with notice or lapse of time would constitute a breach
or default in any material respect, or permit termination, modification, or
acceleration, under the agreement; and (C) no party has given written notice
that it has repudiated any provision of the agreement.

          (p)  Notes and Accounts Receivable. All notes and accounts receivable
of the Company and its Subsidiaries have arisen from bona fide transactions by
the Company or the relevant Subsidiary in the Ordinary Course of Business, are
reflected properly on their books and records, and are valid receivables subject
to no valid setoffs or counterclaims.

          (q)  Powers of Attorney. There are no outstanding powers of attorney
executed on behalf of any of the Company and its Subsidiaries, other than
pursuant to leases for the Leased Real Property.

          (r)  Insurance. The Parent, the Seller or the Company and its
Subsidiaries currently maintain policies of fire and extended coverage and
casualty, liability and other forms of insurance in such amounts and against
such risks and losses, including such levels of self-insured retention, as are
in the judgment of the Company prudent and shall use commercially reasonable
efforts to keep such insurance or comparable insurance in full force and effect
through the Closing Date. Copies of all such policies have been made available
to the Buyer.

                                      -24-

<PAGE>

          (s)  Litigation. (S)4(s) of the Disclosure Schedule sets forth each
instance in which any of the Company and its Subsidiaries (i) is subject to any
outstanding injunction, judgment, order, decree, ruling, or charge or (ii) is a
party or, to the Knowledge of the Parent, the Seller and the Company, is
threatened to be made a party to any material action, suit, proceeding, hearing,
or investigation of, in, or before any court or quasi-judicial or administrative
agency of any federal, state, local, or foreign jurisdiction or before any
arbitrator. With respect to each legal proceeding and claims matter listed or
referred to on the Disclosure Schedule as being "Insured Litigation" or an
"insured matter," subject to applicable deductibles (i) for physical damage to
vehicles and (ii) relating to any employment practice matter that arose after
February 15, 2003, all claims that have been made, or could be made, in such
proceeding or matter against the Company or its Subsidiaries, employees or
agents are, and will continue to be, fully covered by applicable insurance
policies of the Parent or the Seller covering the Company and its Subsidiaries
that do not require payment by the Company of any deductible, premium or other
amount, and the Company and its Subsidiaries shall not suffer any Adverse
Consequences resulting from or arising out of any such legal proceeding or
claims matter.

          (t)  Licenses, Permits, Grants and Authorizations.

               (i)   The Company and its Subsidiaries hold all material
          licenses, approvals, consents, franchises, authorizations, security
          clearances, grants or subsidies, and other permits of, or with, any
          Governmental Authority, including all material authorizations under
          Child Care Laws ("Governmental Permits") required to operate their
          respective businesses as presently conducted. Such Governmental
          Permits are valid and in full force and effect and there are no
          proceedings pending or, to the Knowledge of the Parent, the Seller and
          the Company, threatened that seek the revocation, cancellation,
          suspension or adverse modification thereof.

               (ii)  The Company and its Subsidiaries are, and have been during
          the last two years, in material compliance with the terms and
          requirements of each Governmental Permit;

               (iii) No event has occurred or circumstance exists that may (with
          or without notice or lapse of time) (A) constitute or result directly
          or indirectly in a material violation of or a failure to comply with
          any term or requirement of any Governmental Permit, or (B) result
          directly or indirectly in the revocation, withdrawal, suspension,
          cancellation, or termination of, or any material modification to, any
          Governmental Permit;

               (iv)  Neither the Company nor any of its Subsidiaries has
          received, at any time during the past two years, any written notice or
          other written communication from any Governmental Authority or any
          other Person regarding (A) any actual, alleged, possible, or potential
          material violation of or failure to comply with any term or
          requirement of any Governmental Permit, or (B) any actual or proposed
          revocation, withdrawal, suspension, cancellation or termination of any
          Governmental Permit; and

                                      -25-

<PAGE>

               (v)   All material applications required to have been filed for
          the renewal of the Governmental Permits have been duly filed on a
          timely basis with the appropriate Governmental Authority, and all
          other material filings required to have been made with respect to such
          Governmental Permit have been duly made on a timely basis with the
          appropriate Governmental Authority.

          (u)  Employees.

               (i)   (S)4(u) of the Disclosure Schedule contains a complete and
          accurate list as of the date of this Agreement (which shall be updated
          at the Closing through the most recent reasonably practicable date) of
          the following information for each independent contractor, consultant
          or employee of the Company with annual compensation in excess of
          $100,000, including each such employee on leave of absence or layoff
          status: employer; name; job title; current compensation paid or
          payable and any change in compensation since September 27, 2002;
          vacation accrued and date of hire.(S)4(u) of the Disclosure Schedule
          also contains a complete and accurate list of the following
          information for each retired employee or retired director of the
          Company, or their dependents, receiving benefits or scheduled to
          receive benefits in the future: name, pension benefit, pension option
          election, retiree medical insurance coverage, retiree life insurance
          coverage and other benefits.

               (ii)  To the Knowledge of the Parent, the Seller and the Company,
          no executive or group of employees acting together has notified the
          Parent, the Seller or the Company in writing that he or she has any
          plans to terminate employment with the Company or its Subsidiaries.

               (iii) The Company and its Subsidiaries have paid in full to, or
          in accordance with past practice accrued on behalf of, all Persons
          performing services for the Company and its Subsidiaries, all
          payments, wages, salaries, commissions, bonuses and other compensation
          earned for all services performed by such Persons, all vacation,
          profit-sharing and other benefits which have accrued through the date
          hereof for such Persons, and all amounts required to be reimbursed to
          such Persons for which appropriate reimbursement requests have been
          submitted.

               (iv)  There is no labor strike, dispute, slowdown, work stoppage
          or lockout actually pending or, to the Knowledge of the Parent, the
          Seller and the Company, threatened against or affecting the Company or
          its Subsidiaries and, during the past five years, there has not been
          any such action.

               (v)   To the Knowledge of the Parent, the Seller and the Company,
          there are no union claims to represent the employees of the Company or
          its Subsidiaries.

               (vi)  None of the employees of the Company and its Subsidiaries
          are represented by any labor organization and to the Knowledge of the
          Parent, the

                                      -26-

<PAGE>

          Seller and the Company there are no current union organizing
          activities among the employees of the Company or its Subsidiaries and
          no question concerning representation of such employees exists.

               (vii)  There are no written personnel policies, rules or
          procedures applicable to employees of the Company and its Subsidiaries
          generally, other than those set forth in the Disclosure Schedule,
          true, correct and complete copies of which have heretofore been
          delivered to the Buyer.

               (viii) There is no material unfair labor practice charge or
          complaint against the Company or its Subsidiaries pending or, to the
          Knowledge of the Parent, Seller and Company, threatened before the
          National Labor Relations Board or any other Governmental Authority.

               (ix)   To the Knowledge of the Parent, Seller and Company, no
          material charges of discrimination or other material violation of
          equal employment laws with respect to or relating to the Company or
          its Subsidiaries are pending before the Equal Employment Opportunity
          Commission or any other Governmental Authority.

               (x)    No Governmental Authority responsible for the enforcement
          of labor or employment Laws has informed the Parent, the Seller or the
          Company that it intends to conduct an investigation or compliance
          audit with respect to or relating to the Company or its Subsidiaries
          and no such investigation or compliance audit by any Government
          Authority is in progress.

               (xi)   There are no pending or, to the Knowledge of the Parent,
          Seller and Company, threatened material wage and hour claims filed
          against the Company or its Subsidiaries with the United States
          Department of Labor or any other Governmental Authority.

               (xii)  There are no pending material citations relating to the
          Company and its Subsidiaries filed by the Occupational Safety and
          Health Administration nor any other Governmental Authority and, to the
          Knowledge of the Parent, Seller and Company, there are no such
          threatened citations relating to the Company or its Subsidiaries.

               (xiii) There is no pending material investigation of, or material
          complaint pending against, the Company or its Subsidiaries by the
          Office of Federal Contract Compliance Programs or any other
          Governmental Authority and, to the Knowledge of the Parent, Seller and
          Company, there are no such threatened investigations or complaints;
          and

               (xiv)  There are no material complaints, controversies, lawsuits
          or other proceedings pending or, to the Knowledge of the Parent,
          Seller and Company, overtly threatened that allege breach or violation
          of any express or implied contract of employment, any law governing
          employment or the termination thereof, or alleging any other
          discriminatory, wrongful, unlawful or tortuous

                                      -27-

<PAGE>

          conduct in connection with the employment relationship asserted by or
          on behalf of any employees of the Company or its Subsidiaries.

               (xv)   Subject to applicable law, all employees of the Company
          and its Subsidiaries may be terminated by the Company or its
          Subsidiaries at any time with or without cause and without any
          severance or other obligation of or Liability to the Company or its
          Subsidiaries. Since January 1, 2000 the Company and its Subsidiaries
          have not compensated any workers performing services to the Company or
          its Subsidiaries as independent contractors. The Company and its
          Subsidiaries have properly characterized as independent contractors
          the individuals listed on (S)4(u) of the Disclosure Schedule using the
          applicable rules and regulations of the Internal Revenue Service.

               (xvi)  The Company and its Subsidiaries have not since January 1,
          2000 effectuated (i) a "plant closing" (as defined in the Worker
          Adjustment and Retraining Notification Act of 1988 ("WARN Act"))
          affecting any site of employment or one or more facilities or
          operating units within any site of employment or facility of the
          Company or (ii) a "mass layoff" (as defined by the WARN Act) affecting
          any site of employment or facility of the Company except in compliance
          with the WARN Act. The Company and its Subsidiaries shall not take any
          action prior to the Closing which could result in any obligation or
          liability being imposed on the Company or its Subsidiaries under the
          WARN Act except in compliance with the WARN Act.

          (v)  Employee Benefits.

               (i)    (S)4(v) of the Disclosure Schedule lists each Employee
          Benefit Plan.

               (ii)   Each such Employee Benefit Plan (and each related trust,
          insurance contract, or fund) has been operated and maintained in all
          material respects in accordance with its terms and the applicable
          requirements of ERISA, the Code, and other applicable laws;

               (iii)  All required reports and descriptions (including Form 5500
          Annual Reports, Summary Annual Reports, PBGC-1's, and Summary Plan
          Descriptions and Summaries of Material Modifications) have been filed
          or distributed appropriately in all material respects with respect to
          each such Employee Benefit Plan; the requirements of Part 6 of
          Subtitle B of Title I of ERISA and of Code (S)4980B have been met in
          all material respects with respect to each such Employee Benefit Plan
          which is an Employee Welfare Benefit Plan;

               (iv)   With respect to each Employee Benefit Plan which is an
          Employee Welfare Benefit Plan, all material company premiums or
          company payments which are due for all periods ending on or prior to
          the Closing Date have been paid or accrued on the Closing Balance
          Sheet. With respect to each Employee Benefit Plan which is an Employee
          Pension Benefit Plan, all contributions (including employer
          contributions and employee salary reduction contributions)

                                      -28-

<PAGE>

          which are a material liability of the Company or any Subsidiary due
          with respect to any period ending on or prior to the Closing Date have
          been paid or accrued on the Closing Balance Sheet.

               (v)    Each such Employee Benefit Plan which is an Employee
          Pension Benefit Plan that is intended to meet the requirements of a
          "qualified plan" under Code (S)401(a) is the subject of a favorable
          determination letter from the Internal Revenue Service and all
          amendments to any such Employee Benefit Plan for which the remedial
          amendment period (as defined in Section 401(b) of the Code and
          applicable regulations) has expired are covered by a favorable
          determination letter from the Internal Revenue Service;

               (vi)   The Parent, the Seller or the Company has delivered or
          made available to the Buyer correct and complete copies of the plan
          documents and summary plan descriptions, the most recent determination
          letter received from the Internal Revenue Service, the most recent
          Form 5500 Annual Report, the most recent actuarial reports or other
          Financial Statements and all related trust agreements, insurance
          contracts, and other funding agreements which implement each such
          Employee Benefit Plan;

               (vii)  There have been no prohibited transactions (within the
          meaning of Section 406 of ERISA or 4975 of the Code) with respect to
          any Employee Benefit Plan that could reasonably be expected to result
          in any material Liability to the Company or any of its Subsidiaries.
          No action, suit, proceeding, hearing, or investigation with respect to
          the administration or the investment of the assets of any such
          Employee Benefit Plan (other than routine claims for benefits) is
          pending with the Department of Labor, the PBGC, the Internal Revenue
          Service, any court or other governmental agency or, to the Knowledge
          of the Parent, the Seller and the Company, threatened;

               (viii) Neither the Company nor any of its Subsidiaries
          contributes to or has any material obligation which remains
          unsatisfied to contribute to (I) any Multiemployer Plan or (II) any
          Employee Pension Benefit Plan that is subject to Title IV of ERISA,
          and neither the Company nor any of its Subsidiaries has any other
          material actual or contingent liability with respect to (x) any
          Employee Pension Benefit Plan that is subject to Title IV of ERISA or
          (y) to the Knowledge of the Parent, the Seller and the Company, any
          Multiemployer Plan; and

               (ix)   Neither the Company nor any of its Subsidiaries maintains
          or has any material Liability which remains unsatisfied to contribute
          to any Employee Welfare Benefit Plan providing retiree welfare
          benefits for current or future retired employees of the Company or any
          of its Subsidiaries, their spouses, or their dependents (other than
          any post-termination benefits provided in accordance with Code
          (S)4980B or other similar applicable law). Neither the Company nor any
          of its Subsidiaries is required to maintain or adopt any Employee
          Benefit Plan that provides retiree welfare benefits to Company
          Employees (other than any post-

                                      -29-

<PAGE>

          termination benefits provided in accordance with Code (S)4980B or
          other similar applicable law).

          (w)  Guaranties. None of the Company and its Subsidiaries is a
guarantor or otherwise is bound by any contract or agreement under which it is
liable for any Liability or obligation (including indebtedness) of any other
Person.

          (x)  Environment, Health, and Safety.

               (i)   As used in this Agreement:

                     (A)  "Environmental Claim" means any written claim, action,
               cause of action, investigation or notice by any person or entity
               alleging potential liability (including, without limitation,
               potential liability for investigatory costs, cleanup costs,
               governmental response costs, natural resources damages, property
               damages, personal injuries or penalties) arising out of, based on
               or resulting from (I) the presence, or Release into the indoor or
               outdoor environment, of any Hazardous Materials at any location,
               whether or not owned or operated by the Company, or (II)
               circumstances forming the basis of any violation, or alleged
               violation, of any Environmental Law.

                     (B)  "Environmental Laws" means all federal, state and
               local laws and regulations, in effect on the date hereof or on
               the Closing Date, relating to pollution or protection of human
               health (as affected by exposure to Hazardous Materials) or the
               environment (including ambient air, surface water, ground water,
               land surface or subsurface strata), including, without
               limitation, the Comprehensive Environmental Response,
               Compensation and Liability Act of 1980, the Resource Conservation
               and Recovery Act of 1976, and the Occupational Safety and Health
               Act of 1970 (to the extent concerning exposure to Hazardous
               Materials), each as amended, and all laws relating to protection
               of endangered or threatened species of fish, wildlife and plants
               and the conservation of natural resources.

                     (C)  "Hazardous Materials" means any pollutant,
               contaminant, hazardous substance, hazardous waste, toxic
               substance, petroleum or petroleum fraction or product, waste,
               asbestos, PCBs, radioactive material, or other compound, element,
               material or substance to the extent regulated, restricted or
               controlled by or under any Environmental Law, including all
               substances defined as Hazardous Substances, Oils, Pollutants or
               Contaminants in the National Oil and Hazardous Substances
               Pollution Contingency Plan, 40 C.F.R. (S)300.5, or defined as
               such by, or regulated as such under, any applicable Environmental
               Law.

                     (D)  "Release" means any release, spill, emission,
               discharge, leaking, pumping, injection, deposit, disposal,
               discharge, dispersal,

                                      -30-

<PAGE>

               leaching or migration into the indoor or outdoor environment
               (including, without limitation, ambient air, surface water,
               groundwater and surface or subsurface strata).

               (ii)  (A) The Company is in compliance in all material respects
          with all applicable Environmental Laws (which compliance includes, but
          is not limited to, the possession by the Company of all material
          permits and other governmental authorizations required under
          applicable Environmental Laws (collectively, "Environmental Permits"),
          and compliance in all material respects with the terms and conditions
          thereof); and (B) the Company has not received any written
          communication alleging that the Company is not in such compliance that
          has not been resolved in all material respects;

               (iii) The Company has not received any material Environmental
          Claim that has not been resolved in all respects; and to the Knowledge
          of the Parent, the Seller and the Company, (A) no other material
          Environmental Claim has been threatened, against the Company that has
          not been resolved in all respects, and (B) there is no other material
          Environmental Claim pending against any person or entity whose
          liability for any Environmental Claim the Company has retained or
          assumed either contractually or by operation of law;

               (iv)  To the Knowledge of the Parent, the Seller and the Company,
          prior to the date that the Company acquired, leased or otherwise took
          possession or control of any Real Property or improvements thereon, no
          person had Released, placed, stored, buried, emitted, discharged or
          dumped Hazardous Materials or any other wastes or products, the
          presence of which could reasonably be expected to result in a material
          Environmental Claim against the Company;

               (v)   On or after the date that the Company acquired, leased or
          otherwise took possession or control of any Real Property or
          improvements thereon, neither the Seller, the Parent or the Company,
          nor any of their employees or representatives, and to the Knowledge of
          the Parent, the Seller and the Company, no other person has, Released,
          placed, stored, buried, emitted, discharged or dumped Hazardous
          Materials or any other wastes or products, the presence of which could
          reasonably be expected to result in a material Environmental Claim
          against the Company;

               (vi)  To the Knowledge of the Parent, the Seller and the Company,
          no Real Property contains any underground storage tanks, asbestos,
          polychlorinated biphenyls, underground injection wells, radioactive
          materials, or septic tanks or waste disposal pits in which process
          wastewater or any Hazardous Materials have been discharged or disposed
          that could reasonably be expected to result in a material
          Environmental Claim against the Company;

               (vii) The Company has delivered or otherwise made available for
          inspection to the Buyer the written reports or written results of,
          studies, analyses, tests or monitoring, identified on Schedule
          4(x)(vii); and the Company possesses

                                      -31-

<PAGE>

          no material written reports or written results of studies, analyses,
          tests or monitoring pertaining to Hazardous Materials in, on, beneath
          or adjacent to any property currently or formerly owned, operated or
          leased by the Company, or regarding the Company's compliance with
          applicable Environmental Law, that is not identified on Schedule
          4(x)(vii);

               (viii) To the Knowledge of the Parent, the Seller and the
          Company, no buildings or other improvements on the Real Property
          contain mold of the type and in quantities which could reasonably be
          expected to be hazardous to human health or safety; and

               (ix)   Except regarding Section 4(c) hereof with respect to
          Environmental Permits, notwithstanding any other representations and
          warranties in this Agreement, the representations and warranties in
          this (S)4(x) shall be deemed the only representations and warranties
          in this Agreement concerning Environmental Laws, Hazardous Materials
          or mold.

          (y)  Certain Business Relationships with the Company and its
Subsidiaries. The Parent, the Seller and their Affiliates (other than the
Company and its Subsidiaries) have not been involved in any business arrangement
or business relationship with any of the Company and its Subsidiaries within the
past 12 months, and none of the Parent, the Seller and their Affiliates owns any
asset which is used in the business of any of the Company and its Subsidiaries.

          (z)  Identification of Depositories and Authorities. (S)4(z) of the
Disclosure Schedule sets forth a complete and accurate list of the names and
addresses of all banks, trust companies, savings and loan associations and other
financial institutions in which the Company has assets, deposits or safe deposit
boxes and the signatories thereunder.

          (aa) Certain Agreements. The Master Lease and Security Agreement,
between the Company and Sumitomo Bank Leasing and Finance, Inc., dated July 11,
1997, has not been in effect since July 10, 2002 and there are no leases or any
other obligations outstanding pursuant to such Master Lease and Security
Agreement. The Revolving Credit Agreement, among the Company, the Lenders listed
therein and the Chase Manhattan Bank, dated as of August 23, 1996, has not been
in effect since September 6, 2001 and there are no advances, outstanding balance
or any other obligations outstanding pursuant to such Revolving Credit
Agreement.

          (bb) No Other Representations. Notwithstanding anything contained in
this (S)4 or any other provision of this Agreement, it is the explicit intent of
all the Parties hereto that none of the Parent, the Seller and the Company is
making any representation or warranty whatsoever, express or implied, except
those of the Parent, the Seller and the Company, as the case may be, set forth
in (S)3 and (S)4 hereof. Without limiting the generality of the foregoing, Buyer
acknowledges and agrees that none of the Parent, the Seller or the Company makes
any representation or warranty to the Buyer with respect to any projections,
estimates or budgets heretofore delivered to or made available to the Buyer of
future revenues, expenses or expenditures or future results of operations.

                                      -32-

<PAGE>

     2.   Pre-Closing Covenants. The Parties agree as follows with respect to
the period between the execution of this Agreement and the Closing.

          (a)  General. Each of the Parties shall use its commercially
reasonable efforts to take all action and to do all things necessary, proper, or
advisable in order to consummate and make effective the transactions
contemplated by this Agreement (including satisfaction, but not waiver, of the
closing conditions set forth in (S)7 below).

          (b)  Notices and Consents.

               (i)   The Parent and the Seller (either directly or through the
          Company) and the Buyer agree to use their commercially reasonable
          efforts to take, or cause to be taken, all actions and to do, or cause
          to be done, all things necessary to consummate and make effective the
          transactions contemplated by this Agreement, including all of the
          following: (A) seeking to obtain prior to the Closing Date all
          licenses, certificates, permits, approvals, consents, authorizations,
          qualifications and orders of any Governmental Authority necessary for
          the consummation of the transactions contemplated hereby, including
          such clearances as may be required under the Hart-Scott-Rodino Act;
          (B) seeking to obtain all necessary or appropriate consents of third
          parties, other than consents of any Governmental Authority; (C)
          seeking to effect all necessary registrations and other filings and
          submissions of information requested by any Governmental Authority in
          connection with this Agreement and the transactions contemplated
          hereby; (D) seeking to take such actions and execute and deliver such
          documents as may be necessary to effectuate the purposes of this
          Agreement at the earliest practicable time; and (E) seeking to take
          such actions as are necessary to satisfy the conditions to Closing.

               (ii)  As promptly as practicable, and in any event not more than
          10 Business Days after the date hereof, the Buyer and the Seller shall
          file with the Federal Trade Commission and the Antitrust Division of
          the Department of Justice the notifications and other information
          required to be filed under the Hart-Scott-Rodino Act with respect to
          the transactions contemplated hereby. Each of the Buyer and the Seller
          (with respect to the Company) agrees to make available to the other
          such information relative to its business, assets and property as the
          other may reasonably request in order to prepare filings or
          submissions under the Hart-Scott-Rodino Act. Each of the Buyer and the
          Seller agrees to keep the other apprised in a timely manner of the
          status and substance of all meaningful actions or communications
          between it (or its advisors) and any such agency relating to this
          Agreement or any of the matters described in this(S)5(b).
          Notwithstanding the foregoing, Buyer shall not be required to agree to
          any divestiture by Buyer or any Subsidiary or Affiliate of Buyer
          (including the Company) of (i) any business, assets or property of any
          Affiliate of the Buyer (excluding any Subsidiary of the Buyer, the
          Company and any Subsidiary of the Company), or the imposition of any
          material limitations on the ability of any such Affiliate of the Buyer
          to conduct their business or to own or exercise control of such
          assets, properties or stock, or (ii) any business, assets or property
          of the Buyer, any Subsidiary of the

                                      -33-

<PAGE>

               Buyer, the Company or any Subsidiary of the Company, or the
               imposition of any material limitations on the ability of any of
               them to conduct their business or to own or exercise control of
               such assets, properties or stock, except to the extent that the
               facilities of the Buyer, the Company and their respective
               Subsidiaries which are not required to be divested and are not
               subject to any such limitation, represent at least $69.4 million
               of combined EBITDA for the twelve months ended December 31, 2002.

               (c)  Operation of Business. The Parent and the Seller shall cause
the Company and its Subsidiaries to operate its business in the Ordinary Course
of Business. Without limiting the generality of the foregoing, the Parent and
the Seller shall not cause or permit any of the Company and its Subsidiaries to
(i) without the consent of the Buyer, declare, set aside, or pay any dividend or
make any distribution with respect to its capital stock or redeem, purchase, or
otherwise acquire any of its capital stock, (ii) without the consent of the
Buyer, sell any interest in Owned Real Property in excess of $100,000, or (iii)
without the consent of the Buyer (which shall not be unreasonably withheld or
delayed), otherwise engage in any practice, take any action, or enter into any
transaction of the sort described in (S)4(g) above.

               (d)  Preservation of Business. The Parent and the Seller shall
cause each of the Company and its Subsidiaries to use commercially reasonable
efforts to keep its business and properties substantially intact, including its
present operations, physical facilities, working conditions, and relationships
with lessors, licensors, suppliers, customers, and employees.

               (e)  Access. Each of the Parent and the Seller shall permit, and
the Parent and the Seller shall cause each of the Company and its Subsidiaries
to permit, representatives of the Buyer to have reasonable access during normal
business hours and upon reasonable prior notice, and in a manner so as not to
interfere with the normal business operations of the Company and its
Subsidiaries, to all premises, properties, personnel, books, records (including
Tax records), contracts, and documents of or pertaining to each of the Company
and its Subsidiaries. Notwithstanding the foregoing, the Parent and the Seller
shall not be required to cause the Company to provide to the Buyer's officers,
employees, counsel, accountants and other representatives access to any
confidential information relating to pricing, marketing plans or other matters
to the extent that disclosure of such information could be inconsistent with any
antitrust or competition law.

               (f)  Confidentiality. Each of the Buyer, the Parent and the
Seller shall, and shall cause their respective Affiliates, officers, directors,
employees, lenders, agents and representatives to, hold any Confidential
Information in confidence to the extent required by, and in accordance with, the
provisions of that certain Confidentiality Letter dated as of November 19, 2001,
as amended as of December 23, 2002 (as amended, the "Confidentiality Letter"),
among the Buyer, the Parent and the Seller.

               (g)  Notice of Developments. The Parent, the Seller and the
Company shall give prompt written notice to the Buyer of any material adverse
development causing a breach of any of the representations and warranties in
(S)4 above. Each Party shall give prompt written notice to the others of any
material adverse development causing a breach of any of its own representations
and warranties in (S)3 above. From time to time until the Closing Date, the
Parent,

                                      -34-

<PAGE>

the Seller and the Company may supplement or amend the Disclosure Schedule with
respect to any matter that is necessary to correct any information in the
Disclosure Schedule that is inaccurate with respect to events occurring prior to
the date of this Agreement; provided, however, that no such supplement or
amendment shall be effective or limit or otherwise affect the rights or remedies
of the Buyer in the event that the Closing does not occur unless such supplement
or amendment has previously been approved by the Buyer in writing in its sole
discretion. From time to time until the Closing Date, the Parent, the Seller and
the Company, without being deemed to be in breach of its representations and
warranties under this Agreement, may supplement or amend the Disclosure Schedule
with respect to any matter first existing or occurring after the date hereof
which, if existing or occurring at or prior to such date, would have been
required to be set forth in the Disclosure Schedule. No supplement or amendment
to the Disclosure Schedule shall have any effect for purposes of determining
satisfaction of the conditions set forth in (S)7(a) of this Agreement unless
such supplement or amendment is accepted by the Buyer in writing in its sole
discretion, in which case, the Disclosure Schedule shall be deemed to have been
amended accordingly. If the Closing occurs, the Buyer waives any right or claim
it may otherwise have or have had on account of any matter so disclosed in any
such supplement or amendment.

               (h)  Exclusivity. Until the earlier of the Closing Date and the
date upon which this Agreement is terminated pursuant to (S)10 hereof, none of
the Parent and the Seller shall (and the Parent and the Seller shall not cause
or permit any of the Company and its Subsidiaries to) (i) solicit, initiate, or
encourage the submission of any proposal or offer from any Person (excluding the
Buyer and its Affiliates) relating to the acquisition of any capital stock or
other voting securities, or any substantial portion of the assets of, any of the
Company and its Subsidiaries (including any acquisition structured as a merger,
consolidation, or share exchange) or (ii) participate in any discussions or
negotiations regarding, furnish any information with respect to, assist or
participate in, or facilitate in any other manner any effort or attempt by any
Person to do or seek any of the foregoing. Until the earlier of the Closing Date
and the date upon which this Agreement is terminated, none of the Parent and the
Seller shall vote the Company Shares in favor of any such acquisition structured
as a merger, consolidation, or share exchange. The Parent, the Seller and the
Company shall notify the Buyer immediately if any Person makes any proposal,
offer, inquiry, or contact with respect to any of the foregoing.

               (i)  Release of Guaranties. On or prior to the Closing Date, the
Buyer agrees to use commercially reasonable efforts to obtain a release from the
guarantees set forth on (S)5(i) of the Disclosure Schedule (the "Guaranties").

               (j)  Insurance. The Parent and the Seller shall use their
commercially reasonable efforts to cause the Buyer to be named as an additional
insured on all of the Parent's and the Seller's occurrence based insurance
policies with respect to the Company relating to occurrences on or prior to the
Closing Date. Subject to the foregoing, effective 11:59 p.m. on the Closing
Date, the Company, its Subsidiaries and the properties and assets thereof shall
cease to be insured under all of the Parent's or the Seller's insurance policies
and the Buyer shall have no rights with respect to any such policies. The Buyer
shall use its commercially reasonable efforts to cause the Parent and the Seller
to be named as an additional insured on all of the Buyer's and the Company's
occurrence based insurance policies with respect to the Company relating to
occurrences following the Closing Date.

                                      -35-

<PAGE>

               (k)  Best Efforts to Obtain Financing. The Buyer shall use its
best efforts to negotiate and execute a definitive loan agreement with BNP
Paribas providing for financing for the Buyer in amounts and under terms and
conditions substantially the same as those contained in the Commitment Letter
or, in the event such financing is not available, to obtain alternative
financing from other lenders under terms and conditions reasonably satisfactory
to the Buyer and the Parent.

               (l)  Warren Walker 401(k) Plan. The Parent, the Seller and the
Company shall provide to the Buyer for review all documentation and other
information the Buyer reasonably requests regarding the Warren Walker 401(k)
plan. If after such review, the Buyer reasonably determines that the Warren
Walker 401(k) plan is not qualified under Section 401(a) of the Code, then the
Parent and the Seller shall either rectify such matter or agree to indemnify the
Buyer and the Company from any Adverse Consequences that they may suffer
resulting therefrom.

         6.    Post-Closing Covenants. The Parties agree as follows with respect
to the period following the Closing.

               (a)  General. In case at any time after the Closing any further
action is necessary or desirable to carry out the purposes of this Agreement,
each of the Parties shall take such further action (including the execution and
delivery of such further instruments and documents) as any other Party
reasonably may request, all at the sole cost and expense of the requesting Party
(unless the requesting Party is entitled to indemnification therefor under (S)8
below). The Parent, the Seller and the Company acknowledge and agree that from
and after the Closing the Buyer shall be entitled to possession of all
documents, books, records, agreements, and financial data (collectively,
"Records") of any sort relating to the Company and its Subsidiaries; provided,
however, that the Parent and the Seller may retain (i) all Records prepared in
connection with the sale of the Company, including bids received from other
parties and analyses relating to the Company or its Subsidiaries and (ii) any
Tax Returns, reports or forms, and the Buyer shall be provided with copies of
such Tax Returns, reports or forms only to the extent that they relate to
separate Tax Returns or separate Tax liability of the Company or any Subsidiary.

               (b)  Litigation Support. The Buyer shall make available to the
Seller and the Parent (without charge to the Seller or the Parent other than
reimbursement to the Buyer or the Company of reasonable out-of-pocket expenses)
during normal business hours and upon reasonable notice (with the right to
examine and duplicate) all books, records, files, designs, specifications,
customer lists, supplier lists, information, reports, correspondence, literature
and other sales materials, computer software, magnetic media and other data and
similar materials relating to the business of the Company and the Subsidiaries
on the Closing Date (all such materials, the "Books and Records") to the extent
necessary to deal with Tax and insurance matters, the investigation,
preparation, conduct or settlement of or for any dispute, claim, suit,
litigation or other proceeding by or against the Seller (or any of its
Affiliates) or any other matter arising out of the business of the Company or
the Subsidiaries prior to the Closing. The Buyer shall permit the Seller and the
Parent and their respective accountants, counsel, consultants, employees and
agents reasonable access to such personnel of the Buyer during normal business
hours and upon reasonable notice as may be necessary to the Seller or the Parent
in their respective review of the Books and Records, and provide such testimony
as shall be reasonably

                                      -36-

<PAGE>

requested by the Seller or the Parent, all without charge to the Seller or the
Parent other than reimbursement to the Buyer or the Company of reasonable
out-of-pocket expenses incurred in connection therewith. In the event and for so
long as Buyer or the Company or any Company Subsidiary actively is contesting or
defending against any action, suit, proceeding, hearing, investigation, charge,
complaint, claim, or demand in connection with (i) any transaction contemplated
under this Agreement or (ii) any fact, situation, circumstance, status,
condition, activity, practice, plan, occurrence, event, incident, action,
failure to act, or transaction on or prior to the Closing Date involving any of
the Company and its Subsidiaries, each of the Parent and the Seller will
reasonably cooperate with it and its counsel in the contest or defense, make
available their personnel during normal business hours upon reasonable advance
notice, and provide such testimony and access as shall be reasonably necessary
in connection with the contest or defense, all without charge to the Buyer, the
Company or the Company Subsidiary other than reimbursement to the Parent or the
Seller of reasonable out-of-pocket expenses incurred in connection therewith
(unless the Buyer, the Company or the Company Subsidiary is entitled to
indemnification therefor under (S)8 below). The Buyer shall not destroy or
otherwise dispose of the Books and Records without first offering to surrender
the Books and Records which are intended to be destroyed or disposed of to the
Seller.

               (c)  Transition. None of the Parent, the Seller and the Company
shall take any action that is designed or intended to have the effect of
discouraging any lessor, licensor, customer, supplier, or other business
associate of any of the Company and its Subsidiaries from maintaining the same
business relationships with the Company and its Subsidiaries after the Closing
as it maintained with the Company and its Subsidiaries prior to the Closing.
Each of the Parent, the Seller and the Company shall refer all customer
inquiries relating to the businesses of the Company and its Subsidiaries to the
Buyer from and after the Closing.

               (d)  Confidentiality. From and after the Closing for a period of
four years, each of the Parent and the Seller shall treat and hold as such all
of the Confidential Information and refrain from using any of the Confidential
Information except in connection with this Agreement. In the event that any of
the Parent or the Seller is requested or required (by oral question or request
for information or documents in any legal proceeding, interrogatory, subpoena,
civil investigative demand, or similar process) to disclose any Confidential
Information, the Parent or the Seller shall notify the Buyer promptly of the
request or requirement so that the Buyer may seek an appropriate protective
order or waive compliance with the provisions of this (S)6(d). If, in the
absence of a protective order or the receipt of a waiver hereunder, either the
Parent or the Seller is, on the advice of counsel, compelled to disclose any
Confidential Information, the Parent or the Seller may disclose the Confidential
Information; provided, however, that the disclosing party shall use its
commercially reasonable efforts to obtain, at the request and sole cost of the
Buyer, an order or other assurance that confidential treatment shall be accorded
to such portion of the Confidential Information required to be disclosed as the
Buyer shall designate. The foregoing provisions shall not apply to any
Confidential Information which (i) is generally available to the public
immediately prior to the time of disclosure, or (ii) is or becomes available to
the Parent, the Seller or the Company on a non-confidential basis from a third
party, provided that to the Knowledge of the Parent, the Seller and the Company,
such party was not prohibited from disclosing such information to the Parent,
the Seller or the Company, as the case may be. In addition, notwithstanding
anything to the contrary in this Agreement, the Parent and the Seller may use
the Confidential Information

                                      -37-

<PAGE>

for Tax reporting and in connection with any government filing and financial
reporting without complying with this (S)6(d).

               (e)  Covenant Not to Compete. For a period of four (4) years from
and after the Closing Date, neither the Parent nor the Seller shall engage
directly or indirectly in any business that any of the Company and its
Subsidiaries conducts as of the Closing Date in any geographic area in which any
of the Company and its Subsidiaries conducts that business as of the Closing
Date (a "Competitive Business"); provided, however, that (i) the Parent and the
Seller may own no more than 5% of the outstanding stock of any publicly traded
corporation engaged in a Competitive Business, (ii) the Parent and the Seller
shall not be prohibited from acquiring another Person, so long as such Person's
revenue from a Competitive Business in the fiscal year immediately preceding
such acquisition is less than 15% of such Person's total annual revenue in such
fiscal year and Parent and Seller use commercially reasonable efforts to divest
such Competitive Business as promptly as practicable after such acquisition, and
(iii) the Parent and the Seller shall not be prohibited from acquiring as a
creditor in bankruptcy or otherwise than by a voluntary investment decision a
Person engaged in a Competitive Business so long as Parent and Seller use
commercially reasonable efforts to divest such Competitive Business as promptly
as practicable after such acquisition. If the final judgment of a court of
competent jurisdiction declares that any term or provision of this (S)6(e) is
invalid or unenforceable, the Parties agree that the court making the
determination of invalidity or unenforceability shall have the power to reduce
the scope, duration, or area of the term or provision, to delete specific words
or phrases, or to replace any invalid or unenforceable term or provision with a
term or provision that is valid and enforceable and that comes closest to
expressing the intention of the invalid or unenforceable term or provision, and
this Agreement shall be enforceable as so modified after the expiration of the
time within which the judgment may be appealed.

               (f)  Use of Names; Removal. The Buyer acknowledges that following
the Closing, subject to the transition provisions set forth in this (S)6(f),
neither it nor its affiliates, nor the Company or any of the Subsidiaries will
be entitled to use the name "Aramark" and any variations and derivations
thereof, including any logo, trademark or design containing such name (the
"Prohibited Names and Marks"). Accordingly, promptly following the Closing, the
Buyer shall (i) cause each of the Company and the Subsidiaries (as appropriate)
to change its legal name to remove therefrom the name "Aramark" or any
variations and derivations thereof and (ii) cause the destruction, disposal
and/or replacement of stationery, business cards, signage and similar assets of
the Company and the Subsidiaries so to avoid the use of the Prohibited Names and
Marks. In addition, as soon as reasonably practicable, but in any event within
six months following the Closing, the Buyer shall cause to be removed the
Prohibited Names and Marks from all of the assets of the Company and the
Subsidiaries, and will not thereafter make any use whatsoever of such names,
marks, and logos.

               (g)  Employee Benefits.

                    (i)  In General. As of the Closing Date, the Company and its
               Subsidiaries shall cease to be participating employers under the
               Employee Benefit Plans that are sponsored or maintained by the
               Parent or the Seller (the "Parent Plans") and as of the Closing
               Date the Company Employees shall cease to be active participants
               under such Parent Plans. Following the Closing Date, the

                                      -38-

<PAGE>

               Company or its Subsidiaries shall be solely responsible for all
               obligations and liabilities under the Employee Benefits Plans
               that are sponsored or maintained by the Company or its
               Subsidiaries (and none of Parent, Seller or their respective
               Affiliates shall have any obligations or liabilities with respect
               thereto). From the Closing Date through December 31, 2003 (unless
               the Buyer modifies employee benefits earlier as provided below),
               the Buyer shall cause the Company to provide employees of the
               Company and its Subsidiaries who are actively employed by the
               Company or any of its Subsidiaries as of the Closing Date (or who
               are not actively at work due to illness, disability or approved
               leave of absence) (collectively, "Company Employees") with
               employee benefits (excluding stock options, other equity based
               benefits, any benefits provided under any Transaction Agreement
               (as defined in (S)6(g)(iii)) and benefits provided with respect
               to any non-qualified deferred compensation plan or any stock unit
               or similar supplemental retirement plan) that are substantially
               comparable in the aggregate to those provided to Company
               Employees under the Employee Benefit Plans immediately prior to
               the Closing Date. Company Employees shall be credited for their
               length of service with the Company and its Affiliates for all
               purposes (other than for purposes of benefit accrual under any
               defined benefit pension plan) under any plan, policy or
               arrangement made available to Company Employees by the Buyer or
               its Affiliates after the Closing Date to the same extent such
               service would have been credited under the applicable Employee
               Benefit Plans immediately prior to the Closing Date.
               Notwithstanding any other provision of this Agreement, neither
               Buyer nor any of its Affiliates shall assume any Liability with
               respect to the ARAMARK Stock Unit Retirement Plan or any other
               deferred compensation, excess benefit, or other non-qualified
               retirement plan or program maintained by the Seller or any of its
               Affiliates under which any Company Employee may have accrued any
               benefits with respect to any period ending on or prior to the
               Closing Date. Any pre-existing condition clause in any Employee
               Welfare Benefit Plan offered or made available to Company
               Employees by Buyer or any of its Affiliates shall be waived for
               Company Employees to the extent such pre-existing condition would
               have been or was waived under the applicable Employee Benefit
               Plan in which the Company Employee participated prior to the
               Closing Date, and Buyer shall credit Company Employees with any
               amounts paid under the Employee Welfare Benefit Plans in which
               such Company Employees were participating immediately prior to
               the Closing Date towards satisfaction of the applicable
               deductible amounts and co-payment obligations under the Employee
               Welfare Benefit Plans of Buyer and its Affiliates in which such
               Company Employees participate for the plan year in which the
               Closing Date occurs. The Buyer may, in its sole discretion and
               without the consent of the Seller or Parent, modify employee
               benefits provided to Company Employees, provided that employee
               benefits provided generally to Company Employees and employees of
               the Buyer are substantially comparable in the aggregate.

                    (ii)  401(k) Plans.

                          (A)  Parent and the Seller shall take all actions
                    necessary or appropriate to cause the account balances of
                    all Company Employees

                                      -39-

<PAGE>

                    under the ARAMARK Hourly 401(k) Plan (the "Hourly 401(k)
                    Plan") and the ARAMARK Retirement Savings Plan for Salaried
                    Employees (the "RSP", and together with the Hourly 401(k)
                    Plan, the "ARAMARK 401(k) Plans") to be fully vested as of
                    the Closing Date.

                          (B)  Effective as of the Closing Date, Parent shall
                    cause the trustees of each of the ARAMARK 401(k) Plans to
                    segregate the assets of such ARAMARK 401(k) Plan
                    representing the full account balances (including loans) of
                    Company Employees as of the Closing Date. The manner in
                    which the account balances of Company Employees under the
                    ARAMARK 401(k) Plans are invested shall not be affected by
                    such segregation of assets.

                          (C)  Not later than the Closing Date, Buyer shall
                    establish or designate a 401(k) Plan for the benefit of
                    Company Employees (the "Buyer 401(k) Plan"), that is
                    intended to be a qualified plan under Section 401(a) of the
                    Code, and that is subject to a current favorable
                    determination letter from the Internal Revenue Service
                    covering the plan and all amendments for which the remedial
                    amendment period (as defined in Section 401(b) of the Code
                    and applicable regulations) has expired. As soon as
                    administratively practicable following the earlier of (x)
                    the delivery to Parent of a favorable determination letter
                    from the Internal Revenue Service regarding the qualified
                    status of the Buyer 401(k) Plan as amended to the date of
                    transfer, or (y) the delivery to Parent of the current
                    favorable determination letter with respect to the Buyer
                    401(k) Plan and a representation of the Buyer that the Buyer
                    does not know of any reason that as of the Initial Transfer
                    Date (as defined in Section 6(g)(ii)(D)) such favorable
                    determination letter should be revoked or suspended (and
                    Buyer shall indemnify the Parent, Seller and their
                    respective Affiliates for any Adverse Consequences that they
                    may suffer in the event that the Buyer 401(k) Plan is not
                    qualified under Section 401(a) of the Code as of the Initial
                    Transfer Date), Parent shall cause the trustees of the
                    ARAMARK 401(k) Plans to transfer, in accordance with Code
                    Section 414(l), the full account balances (including
                    outstanding loans) of Company Employees under the ARAMARK
                    401(k) Plans (which account balances will have been credited
                    with appropriate earnings attributable to the period from
                    the Closing Date to the date immediately prior to the date
                    of transfer described herein), reduced by any benefit or
                    withdrawal payments in respect of Company Employees
                    occurring during the period from the Closing Date to the
                    date immediately prior to the date of transfer described
                    herein, to the appropriate trustee as designated by Buyer
                    under the trust agreement forming a part of the Buyer 401(k)
                    Plan (the "Initial Transfer"). Such assets shall be
                    transferred in cash (or such other form as may be agreed by
                    Buyer and Parent), except for shares of Parent's common
                    stock and any participant loans allocated to the accounts of
                    Company Employees on the date of transfer described herein,
                    each of which shall be transferred in

                                      -40-

<PAGE>

                    kind. Shares of Parent common stock so transferred shall be
                    Class B shares.

                          (D)  In consideration for the Initial Transfer of
                    assets described herein, Buyer shall, effective as of the
                    date of such Initial Transfer (the "Initial Transfer Date"),
                    assume all of the obligations of Parent and any of its
                    Affiliates in respect of the account balances (including
                    outstanding loans) of Company Employees under the ARAMARK
                    401(k) Plans (exclusive of any portion of such account
                    balances which are distributed or withdrawn prior to the
                    Initial Transfer Date) on or prior to the Closing Date.
                    Except as set forth in clause (G) below, neither Buyer nor
                    any of its Affiliates shall assume any other obligations
                    arising under or attributable to the ARAMARK 401(k) Plans.

                          (E)  Parent shall take all actions necessary or
                    appropriate to cause to be made employer matching
                    contributions under the RSP in respect of the plan year in
                    which the Closing Date occurs (the "Current Plan Year") on
                    behalf of Company Employees who made elective pre-tax salary
                    deferrals under the RSP during the Current Plan Year and
                    whose accounts are transferred to the Buyer 401(k) Plan
                    pursuant to the Initial Transfer. Such employer matching
                    contributions shall be made (i) in respect of such portion
                    of the Current Plan Year that has elapsed through the
                    Closing Date, taking into account eligible elective pre-tax
                    salary deferrals made by Company Employees under the RSP
                    through the Closing Date (subject to applicable service
                    requirements, but notwithstanding any provision of the RSP
                    that requires participants to be employees of the Parent or
                    its applicable Affiliates eligible to make contributions
                    under the plan on the last day of the Current Plan Year in
                    order to be eligible to receive employer matching
                    contributions), (ii) at the time such employer matching
                    contributions are made, generally, to other participants'
                    accounts under the RSP, and (iii) at the rate generally
                    applicable to other participants who are eligible for
                    employer matching contributions under the RSP. Such employer
                    matching contributions shall be made, at Parent's election,
                    in cash (and invested in a short-term, interest bearing
                    account under the plan) or in shares of Parent common stock
                    (and held under the plan's Parent stock fund).

                          Parent shall take all actions necessary or appropriate
                    to cause to be made employer matching contributions under
                    the Hourly 401(k) Plan, in accordance with its terms, in
                    respect of the Current Plan Year on behalf of Company
                    Employees who made elective pre-tax salary deferrals during
                    the Current Plan Year and whose accounts are transferred to
                    the Buyer 401(k) Plan. Such employer matching contributions
                    shall only be made in respect of periods of service during
                    the Current Plan Year ending prior to the Closing Date, and
                    shall only be made on behalf of such Company Employees who
                    are eligible to receive such employer matching
                    contributions, in accordance with the terms of the Hourly
                    401(k) Plan.

                                      -41-

<PAGE>

                          (F)  To the extent any employer matching contributions
                    described in clause (E) above are made after the Initial
                    Transfer Date, as soon as administratively practicable
                    following the date such contributions are made, Parent shall
                    cause the trustee of the relevant plan to transfer, in
                    accordance with Code Section 414(l), the account balances of
                    Company Employees attributable to such employer matching
                    contributions (credited with appropriate earnings, if any,
                    attributable to the period from the date of contribution to
                    the date immediately prior to the date of transfer described
                    herein), reduced by any benefit payments in respect of
                    Company Employees occurring during the period from the date
                    of contribution to the date immediately prior to the date of
                    transfer described herein, to the appropriate trustee as
                    designated by Buyer under the trust agreement forming a part
                    of the Buyer 401(k) Plan. Such assets shall be transferred
                    in cash or in kind in the form of Class B shares of Parent
                    common stock, as applicable.

                          (G)  In consideration for the subsequent transfer of
                    assets, if any, described in clause (F) above (the
                    "Subsequent Transfer"), Buyer shall, effective as of the
                    date of such subsequent transfer (the "Subsequent Transfer
                    Date"), assume all of the obligations of Parent and any of
                    its Affiliates in respect of such account balances of
                    Company Employees attributable to such employer matching
                    contributions under the relevant plan (exclusive of any
                    portion of such account balances which are distributed prior
                    to the Subsequent Transfer Date). Except as set forth in
                    clause (D) above, neither Buyer nor any of its Affiliates
                    shall assume any other obligations arising under or
                    attributable to the ARAMARK 401(k) Plans.

                          (H)  For a period of at least 12 months following the
                    Initial Transfer Date, the shares of Parent common stock
                    transferred to the Buyer 401(k) Plan pursuant to the Initial
                    Transfer and any Subsequent Transfer shall be held as a
                    separate investment fund under the Buyer 401(k) Plan.
                    Affected Company Employees shall be permitted at any time to
                    direct the transfer of up to 100% of their Parent stock fund
                    accounts under the Buyer 401(k) Plan out of (but not into)
                    such Parent stock fund. Following such 12-month period, in
                    the event a determination is made to reduce or eliminate the
                    Parent stock fund under the Buyer 401(k) Plan, Buyer shall
                    take such actions as are necessary or appropriate to ensure
                    the orderly and periodic liquidation of such shares of
                    Parent common stock as remain in such fund. Notwithstanding
                    any other provision of this Agreement, in no event shall any
                    Company Employee be eligible to make any additional
                    contribution to the Parent stock fund with respect to any
                    period following the Closing Date.

                          (I)  Buyer shall use its reasonable best efforts to
                    cause Company Employees to be eligible to participate in the
                    Buyer 401(k) Plan commencing as of the day immediately
                    following the Closing Date (or as

                                      -42-

<PAGE>

                    soon as administratively practicable thereafter), to the
                    extent otherwise consistent with such plan's eligibility
                    requirements.

                    (iii)  Transaction Agreements. Parent shall be responsible
               for making all payments (including without limitation all
               transition bonus and management incentive bonus payments) and
               providing all benefits that may be due or payable under or with
               respect to those certain letters agreements listed on (S)4(g)(xv)
               of the Disclosure Schedule (the "Transaction Agreements");
               provided, however, that notwithstanding the foregoing, the Buyer
               and the Company shall be responsible for providing any severance
               obligations that may become due or payable pursuant to any
               Transaction Agreement following the Closing Date in the event
               that the Company or the Buyer terminates a listed employee for
               reasons other than for Cause (as defined in the Transaction
               Agreements) or due to such employee's death or permanent
               disability (and none of Parent, Seller or their respective
               Affiliates shall have any liability with respect thereto).

               (h)  Continuity of Employment.

                    (i)    The parties intend that there be continuity of
               employment with respect to the employees of the Company
               immediately following the Closing. The Buyer, the Parent and the
               Company shall use commercially reasonable efforts to ensure that
               all persons who were employed by the Company on the day
               immediately preceding the Closing Date will be employed by the
               Company on and immediately after the Closing.

                    (ii)   It is agreed that nothing in this Agreement shall be
               construed to confer upon any Company Employee any right to
               continued employment with the Company or any of its Subsidiaries
               following the Closing, nor shall anything herein be construed to
               interfere with the right of Buyer, the Company or any of its
               Subsidiaries to terminate the employment of any such Company
               Employee at any time following the Closing, with or without
               cause, or restrict any of the Buyer, the Company or any of its
               Subsidiaries, in the exercise of its independent business
               judgment in modifying any of the terms and conditions of the
               employment of any such Company Employee following the Closing.
               Nothing in this Agreement, express or implied, shall be construed
               to confer upon any Company Employee (or any other current or
               former employee of the Seller, the Company or any of its
               Subsidiaries), any rights or remedies under or by reason of this
               Agreement.

                    (iii)  Neither the Buyer nor the Company shall, at any time
               prior to 90 days after the Closing Date, effectuate a "plant
               closing" or "mass layoff", as those terms are defined in the WARN
               Act, affecting in whole or in part any site of employment,
               facility, operating unit or employee, except in compliance with
               the WARN Act. The Seller shall notify the Buyer prior to the
               Closing of any layoffs that have occurred in the 90-day period
               prior to the Closing Date.

               (i)  Insurance Matters.

                                      -43-

<PAGE>

                    (i)    On the Closing Date, the Buyer shall have in place
               liability insurance in such amounts and for such coverages as are
               in the reasonable business judgment of the Buyer prudent.

                    (ii)   Each of the parties hereto acknowledges and agrees
               that the Seller (or any of its Affiliates) and their agents shall
               maintain exclusive control of all claim management and
               settlements with Seller's insurance carriers relating to the
               Company and the Subsidiaries for all periods prior to the Closing
               Date for all insurable matters for which indemnification has been
               sought pursuant to (S)8(b); provided that the Parties agree that
               claims involving the student accident program (as described
               below) are specifically excluded from indemnification
               under (S)8(b). The Company operates a self-insured student
               accident program that is administered by Arthur J. Gallagher and
               supplements the Company's general liability insurance plan. The
               Company's student accident plan provides compensation when
               children are injured while in the Company's care regardless of
               fault. If the medical costs are less than $200, the Company will
               pay for the costs. If the costs exceed $200, the Company asks
               that the claim be submitted to the parent's medical insurance
               plan and the Company will pay any deductibles or co-pays so that
               the parent is not out-of-pocket any money. The maximum benefit
               available under the plan is $10,000 and the plan also has a
               $5,000 death benefit.

                    (iii)  Upon request by the Seller, the Buyer agrees to
               cooperate reasonably with the Seller and to use commercially
               reasonable efforts to provide Seller with prompt written notice
               regarding any matter which could reasonably be expected to lead
               to an insured claim of the Company or any Subsidiary under the
               Seller's insurance programs for a period prior to the Closing.

                    (iv)   In the event of any written notice from the Seller of
               a pending insurance claim for a period prior to the Closing, the
               Buyer shall provide reasonable cooperation to the Seller and
               shall make available to the Seller during normal business hours
               and upon reasonable notice (consistent with the terms of (S)6(b)
               above), all Books and Records and personnel of the Buyer, the
               Company and the Subsidiaries which are reasonably necessary for
               the Seller to deal with the investigation, adjudication and
               settlement of any such pending insurance claims.

                    (v)    Upon request by the Seller, the Buyer agrees to (A)
               designate and make available to the Seller an officer of the
               Company who shall be responsible for making an employee of the
               Company available to assist the Seller and the Parent in
               responding to claims related inquiries related to, and (B)
               cooperate with the Seller with respect to, insurance claims
               procedures and policies (including claims management) existing
               under the Seller's insurance programs which relate to the Company
               or any Subsidiary with dates of occurrence prior to the Closing
               Date.

                    (vi)   From and after the Closing, the Seller may, in its
               sole discretion and without the consent of the Company, make
               changes to any of its insurance

                                      -44-

<PAGE>

               programs that relate to Parent and its Subsidiaries (including
               without limitation changes relating to insurance coverage).

                    (vii)  From and for ninety days after the Closing, the Buyer
               shall cause the Company to continue to provide employees of the
               Company and its Subsidiaries who are not actively at work as a
               result of a work-related disability with a date of occurrence
               prior to the Closing Date with compensation that is substantially
               comparable to that provided immediately prior to the onset of
               such work-related disability and consistent with the Company's
               salary continuation program in effect immediately prior to the
               Closing.

                    (viii) The Buyer shall promptly pay to the Parent the amount
               of any proceeds or recovery received by the Company or any
               Subsidiary which resulted from any settlement or subrogation of
               any insurance claim relating to the Company or any Subsidiary
               with dates of occurrence prior to the Closing Date concerning
               matters for which the Parent and the Parent's insurance carriers
               are responsible.

                    (ix)   From and after the Closing, with respect to the
               Company and its Subsidiaries, the Buyer shall cause the Company
               to (A) continue to report, process and manage worker compensation
               claims with dates of occurrence prior to the Closing Date in
               accordance with the policies and procedures established by the
               Parent and in effect immediately prior to Closing, and (B) retain
               the third party administrator(s) and workers compensation
               insurance provider(s) used by the Parent immediately prior to
               Closing with respect to worker compensation claims with dates of
               occurrence prior to the Closing Date.

               (j)  Accrued Vacation/Sick Pay Reconciliation. With respect to
salaried employees of the Company or one of its Subsidiaries who cease to be
employed by the Company or one of its Subsidiaries for any reason from the
Closing Date through September 30, 2003, the Seller agrees to reimburse the
Buyer for that portion of the accrued vacation/sick pay compensation paid to
such employees that is attributable to the period prior to the Closing Date
(based upon prorating vacation/sick pay compensation evenly over the course of
the fiscal year ending September 30, 2003). The Seller shall pay such
reimbursement to the Buyer within five (5) business days after receipt of
written notice from the Buyer of the amount owed, together with the computation
thereof in reasonable detail.

               (k)  Buyer Financial Statements. Promptly after becoming
available, the Buyer shall deliver to the Seller copies of the audited
divisional combined balance sheet of the Division as of December 31, 2002,
together with the related audited divisional combined statement of income,
retained earnings and cash flows for the year then ended, reported on without
qualification by the Buyer's independent certified public accountants (the "2002
Buyer Financial Statements"). The 2002 Buyer Financial Statements will be
prepared in accordance with GAAP (except as otherwise provided in the 2002 Buyer
Financial Statements and the notes thereto) applied on a consistent basis
throughout the period covered thereby and will present fairly, in all material
respects, the financial position of the Division as of such date and the results
of operations of the Division for such period.

                                      -45-

<PAGE>

         7.    Conditions to Obligation to Close.

               (a)  Conditions to Obligation of the Buyer. The obligation of the
Buyer to consummate the transactions to be performed by it in connection with
the Closing is subject to satisfaction of the following conditions:

                    (i)    each of the representations and warranties set forth
               in (S)3(a) and (S)4 above that is qualified as to materiality
               shall be true and correct, and each of the representations and
               warranties set forth in (S)3(a) and (S)4 above is not so
               qualified shall be true and correct in all material respects, in
               each case at and as of the Closing Date, as if made at and as of
               such date (except for those representations and warranties which
               are made as of a specific date or only with respect to a specific
               period of time which shall be true and correct in all material
               respects only as of such date or with respect to such time
               period) except for changes contemplated or permitted by this
               Agreement;

                    (ii)   each of the Parent, the Seller and the Company shall
               have performed and complied with all of their covenants hereunder
               in all material respects through the Closing;

                    (iii)  the Parent, the Seller and the Company and its
               Subsidiaries shall have procured the third party consents set
               forth in the Disclosure Schedule, including, without limitation,
               the consent from Gelco Corporation under that certain Master
               Lease Agreement between the Parent and Gelco Corporation, dated
               as of August 14, 1997, consents from the lessors under any Leased
               Real Property (except to the extent that the facilities of the
               Company for which consent was not required or was obtained prior
               to the Closing, together with the facilities operated by the
               Buyer, represent at least $69.4 million of combined EBITDA for
               the Company and the Buyer for the twelve months ended December
               31, 2002) and consents from any Governmental Authority under any
               Governmental Permits (where required);

                    (iv)   no action, suit, or proceeding shall be pending or
               threatened before any court or quasi-judicial or administrative
               agency of any federal, state or local foreign jurisdiction or
               before any arbitrator wherein an unfavorable injunction,
               judgment, order, decree, ruling, or charge would (A) prevent
               consummation of any of the transactions contemplated by this
               Agreement, (B) cause any of the transactions contemplated by this
               Agreement to be rescinded following consummation, (C) affect
               adversely the right of the Buyer to own the Company Shares and to
               control the Company and its Subsidiaries, or (D) affect
               materially and adversely the right of any of the Company and its
               Subsidiaries to own its assets and to operate its businesses (and
               no such injunction, judgment, order, decree, ruling, or charge
               shall be in effect);

                    (v)    between the date hereof and the Closing Date, there
               has not been any material adverse change in the business,
               financial condition, operations, or results of operations of the
               Company and its Subsidiaries, taken as a whole.

                                      -46-

<PAGE>

                    (vi)   the Parent, the Seller and the Company shall have
               delivered to the Buyer a certificate to the effect that each of
               the conditions specified above in (S)7(a)(i)-(v) is satisfied in
               all respects;

                    (vii)  all applicable waiting periods (and any extensions
               thereof) under the Hart-Scott-Rodino Act shall have expired or
               otherwise been terminated and the Parties, the Company, and its
               Subsidiaries shall have received all other material
               authorizations, consents, and approvals of governments and
               governmental agencies referred to in (S)3(a), (S)3(b), and
               (S)4(c) above;

                    (viii) the Buyer shall have received from counsel to the
               Parent and the Seller an opinion in a form mutually agreed upon
               by the Parties, addressed to the Buyer, and dated as of the
               Closing Date;

                    (ix)   the Buyer shall have received the resignations,
               effective as of the Closing, of each director and officer of the
               Company and its Subsidiaries other than those whom the Buyer
               shall have specified in writing prior to the Closing;

                    (x)    the Buyer shall have received the financing under the
               senior secured credit facilities contemplated by the Commitment
               Letter, or if such financing is not available, the Buyer shall
               have received alternative financing from one or more lenders on
               terms and conditions reasonably satisfactory to the Buyer and the
               Parent; and

                    (xi)   the relevant parties shall have entered into a side
               agreement in form and substance as set forth in Exhibit E-1
               attached hereto and the same shall be in full force and effect.

The Buyer may waive any condition specified in this (S)7(a) if it executes a
writing so stating at or prior to the Closing.

               (b)  Conditions to Obligation of the Parent and the Seller. The
obligation of the Parent and the Seller to consummate the transactions to be
performed by them in connection with the Closing is subject to satisfaction of
the following conditions:

                    (i)    each of the representations and warranties set forth
               in (S)3(b) above shall be true and correct in all material
               respects at and as of the Closing Date, as if made at and as of
               such date (except for those representations and warranties which
               are made as of a specific date or only with respect to a specific
               period of time shall be true and correct in all material
               respects, only as of such date or with respect to such time
               period) except for changes contemplated or permitted by this
               Agreement;

                    (ii)   each of Holdings and the Buyer shall have performed
               and complied with all of its covenants hereunder in all material
               respects through the Closing;

                                      -47-

<PAGE>

                    (iii)  no action, suit, or proceeding shall be pending or
               threatened before any court or quasi-judicial or administrative
               agency of any federal, state, local, or foreign jurisdiction or
               before any arbitrator wherein an unfavorable injunction,
               judgment, order, decree, ruling, or charge would (A) prevent
               consummation of any of the transactions contemplated by this
               Agreement or (B) cause any of the transactions contemplated by
               this Agreement to be rescinded following consummation (and no
               such injunction, judgment, order, decree, ruling, or charge shall
               be in effect);

                    (iv)   the Buyer shall have delivered to the Parent and the
               Seller a certificate to the effect that each of the conditions
               specified above in (S)7(b)(i)-(iii) is satisfied in all respects;

                    (v)    all applicable waiting periods (and any extensions
               thereof) under the Hart-Scott-Rodino Act shall have expired or
               otherwise been terminated and the Parties, the Company, and its
               Subsidiaries shall have received all other material
               authorizations, consents, and approvals of governments and
               governmental agencies referred to in (S)3(a), (S)3(b), and
               (S)4(c) above;

                    (vi)   the Parent and the Seller shall have received from
               counsel to the Buyer an opinion in a form mutually agreed upon by
               the Parties, addressed to the Parent and the Seller, and dated as
               of the Closing Date;

                    (vii)  Holdings shall have executed and deliver to the
               Parent the Note and the Warrant; and

                    (viii) the relevant parties shall have entered into a side
               agreement in form and substance as set forth in Exhibit E-2
               attached hereto and the same shall be in full force and effect.

The Parent and the Seller may waive any condition specified in this (S)7(b) if
they execute a writing so stating at or prior to the Closing.

         8.    Remedies for Breaches of this Agreement.

               (a)  Survival of Representations and Warranties. All of the
representations and warranties of the Parent, the Seller and the Company
contained in (S)3 and (S)4 above shall survive the Closing hereunder and
continue in full force and effect for a period of twenty-one (21) months
thereafter; provided, however, that (i) the representations and warranties
contained in (S)3(a)(iv), above shall survive the Closing hereunder and continue
in full force and effect until the expiration of the applicable statute of
limitations (with extensions) with respect to the matters addressed in such
section, (ii) the representations and warranties contained in (S)4(j) above
shall survive the Closing hereunder and continue in full force and effect until
thirty (30) days following the expiration of the applicable statute of
limitations (with extensions) with respect to the matters addressed in such
section, (iii) the representations and warranties contained in (S)4(v) above
shall survive the Closing hereunder and continue in full force and effect until
three (3) years thereafter, and (iv) the representations and warranties
contained in (S)4(x) above

                                      -48-

<PAGE>

shall survive the Closing hereunder and continue in full force and effect for a
period of five (5) years thereafter (except for matters relating to mold which
will be governed solely by (S)8(e)(iii)).

               (b)  Indemnification Provisions for Benefit of the Buyer.

                    (i)    In the event any of the Parent, Seller or Company
               breaches any of their representations, warranties, or covenants
               contained herein (in each case without regard to (A) any
               limitation, qualification or exception based upon any use of the
               word "material" or derivations thereof in any representation or
               warranty herein and (B) with respect to the representation
               in (S)4(x)(viii), without regard to the Knowledge qualifier
               therein, which in each case under both (A) and (B) shall be
               disregarded for purposes of determining whether a breach has
               occurred and the amount of Adverse Consequences resulting
               therefrom) and, if with respect to a breach of a representation
               or warranty there is an applicable survival period pursuant
               to (S)8(a) above, provided that the Buyer makes a written claim
               for indemnification against any of the Parent or Seller pursuant
               to (S)11(h) below within such survival period, then each of the
               Parent and Seller agree, jointly and severally, to indemnify
               Buyer, Affiliates of Buyer (including the Company), and each of
               their respective officers, directors, agents or employees, and
               their respective successors and assigns (each a "Buyer
               Indemnified Party," or collectively the "Buyer Indemnified
               Parties") from and against any Adverse Consequences a Buyer
               Indemnified Party may suffer resulting from, arising out of, or
               caused by the breach; provided, however, that (A) the Parent and
               Seller shall not have any obligation to indemnify the Buyer
               Indemnified Parties from and against any Adverse Consequences
               resulting from, arising out of, or caused by the breach of any
               representation or warranty of the Parent, Seller or Company
               contained in this Agreement until the Buyer Indemnified Parties
               have suffered Adverse Consequences by reason of all such
               breaches, together with Adverse Consequences from the matters
               covered by (S)8(b)(iv), in excess of $1,750,000 (the "Deductible
               Amount"), after which, subject to the other provisions of
               this (S)8, the Parent and the Seller shall be obligated to
               indemnify the Buyer Indemnified Parties from and against the
               amount of any excess Adverse Consequences above the Deductible
               Amount and (B) there will be an aggregate ceiling equal to
               $75,000,000 on the obligation of the Parent and the Seller to
               indemnify the Buyer Indemnified Parties from and against Adverse
               Consequences resulting from, arising out of, or caused by,
               breaches of the representations and warranties of the Parent, the
               Seller or the Company contained in this Agreement and Adverse
               Consequences resulting from, arising out of, or caused by the
               matter covered by (S)8(b)(iv) and (C) the Parent and the Seller
               shall not be obligated to provide any indemnification under (S)8
               for any Adverse Consequences arising out of any breach of a
               representation or warranty or pre-Closing covenant of the Parent,
               the Seller or the Company to the extent that such Adverse
               Consequences have been taken into account in the Purchase Price
               adjustment pursuant to (S)2(e) of this Agreement or that relate
               to Taxes that are subject to indemnification under (S)9.

                    (ii)   Each of the Parent and the Seller agrees to indemnify
               the Buyer Indemnified Parties from and against any Adverse
               Consequences the Buyer

                                      -49-

<PAGE>

               Indemnified Parties may suffer resulting from, arising out of, or
               caused by any liability of the Company and its Subsidiaries
               related to third party claims arising out of any incident
               involving the physical, sexual and/or emotional abuse of children
               to the extent occurring prior to the Closing Date.

                    (iii)  Each of the Parent and the Seller agrees to indemnify
               the Buyer Indemnified Parties from and against any fees or
               commissions to any broker, finder, or agent with respect to the
               transactions contemplated by this Agreement for which any of the
               Buyer Indemnified Parties become liable or obligated as a result
               of any agreement entered into by the Parent, the Seller or the
               Company.

                    (iv)   Each of the Parent and the Seller agrees to indemnify
               the Buyer Indemnified Parties from and against any Adverse
               Consequences the Buyer Indemnified Parties may suffer resulting
               from, arising out of, or caused by the class action complaint,
               Kathy Nelson v. Aramark Educational Resources, Inc., filed in the
               Circuit Court of Oregon, County of Multnomah, with respect to the
               periods prior to the Closing Date; provided, however, that (A)
               the Parent and the Seller shall not have any obligation to
               indemnify the Buyer Indemnified Parties from and against any
               Adverse Consequences resulting from, arising out of, or caused by
               the matters described in this (S)8(b)(iv) until the Buyer
               Indemnified Parties have suffered Adverse Consequences, together
               with Adverse Consequences resulting from, arising out of, or
               caused by the breach of any representation or warranty as
               provided in (S)8(b)(i), in excess of the Deductible Amount, after
               which, subject to the other provisions of this (S)8, the Parent
               and the Seller shall be obligated to indemnify the Buyer
               Indemnified Parties from and against the amount of any excess
               Adverse Consequences above the Deductible Amount and (B) there
               will be an aggregate ceiling equal to $75,000,000 on the
               obligation of the Parent and the Seller to indemnify the Buyer
               Indemnified Parties from and against Adverse Consequences
               resulting from, arising out of, or caused by the matter described
               in this (S)8(b)(iv) and Adverse Consequences resulting from,
               arising out of, or cause by the breach of any representation or
               warranty as provided in (S)8(b)(i).

               (c)  Indemnification Provisions for Benefit of the Parent and the
Seller.

                    (i) In the event any of Holdings or the Buyer breaches any
               of its representations, warranties, or covenants contained herein
               (in each case without regard to any limitation, qualification or
               exception based upon any use of the word "material" or other
               derivations thereof in any representation or warranty herein,
               which shall be disregarded for purposes of determining whether a
               breach has occurred and the amount of Adverse Consequences
               resulting therefrom), then each of Holdings and the Buyer agree,
               jointly and severally, to indemnify the Parent, Seller,
               Affiliates of Parent and Seller, their respective officers,
               directors, agents or employees, and their respective successors
               and assigns (each a "Seller Indemnified Party," or collectively
               the "Seller Indemnified Parties") from and against any Adverse
               Consequences a Seller Indemnified Party may suffer resulting
               from, arising out of, or caused by the breach; provided, however,
               that

                                      -50-

<PAGE>

               (A) the Buyer shall not have any obligation to indemnify the
               Seller Indemnified Parties from and against any Adverse
               Consequences resulting from, arising out of, or caused by the
               breach of any representation or warranty of the Buyer contained
               in this Agreement until the Seller Indemnified Parties have
               suffered Adverse Consequences by reason of all such breaches in
               excess of the Deductible Amount, after which, subject to the
               other provisions of this (S)8, the Buyer will be obligated to
               indemnify the Seller Indemnified Parties from and against the
               amount of any excess Adverse Consequences above the Deductible
               Amount, (B) there will be an aggregate ceiling equal to the
               $75,000,000 on the obligation of the Buyer to indemnify the
               Seller Indemnified Parties from and against Adverse Consequences
               resulting from, arising out of, or caused by breaches of the
               representations and warranties of the Buyer contained in this
               Agreement and (C) the Buyer shall not be obligated to provide any
               indemnification under (S)8 for any Adverse Consequences arising
               out of any breach of a representation or warranty or pre-Closing
               covenant of the Buyer to the extent that such Adverse
               Consequences have been taken into account in the Purchase Price
               adjustment pursuant to (S)2(e) of this Agreement. Notwithstanding
               anything to the contrary contained in this Agreement, none of the
               limitations on indemnification contained in this (S)8 shall apply
               to any of the Parent's or Sellers' rights under the Note or the
               Warrant.

                    (ii)   Each of Holdings and the Buyer agrees to indemnify
               the Seller Indemnified Parties from and against any fees or
               commissions to any broker, finder, or agent with respect to the
               transactions contemplated by this Agreement for which any of the
               Seller Indemnified Parties become liable or obligated as a result
               of any agreement entered into by Holdings or the Buyer.

                    (iii)  Each of Holdings and the Buyer agrees to indemnify
               the Seller Indemnified Parties from and against any Adverse
               Consequences the Seller Indemnified Parties may suffer under the
               Guaranties to the extent releases have not been obtained by the
               Closing Date and resulting from, arising out of, or caused by
               events occurring on and after the Closing Date.

                    (iv)   Each of Holdings and the Buyer agrees to indemnify
               the Seller Indemnified Parties from and against any Adverse
               Consequences the Seller Indemnified Parties may suffer resulting
               from, arising out of, or caused by any liability of the Company
               and its Subsidiaries related to third party claims arising out of
               any incident involving the physical, sexual and/or emotional
               abuse of children to the extent occurring after the Closing Date.

               (d)  Matters Involving Third Parties.

                    (i)    If any third party shall notify any Party (the
               "Indemnified Party") with respect to any matter (a "Third Party
               Claim") which may give rise to a claim for indemnification
               against any other Party (the "Indemnifying Party") under this
               (S)8, then the Indemnified Party shall promptly notify each
               Indemnifying Party thereof in writing describing the Third Party
               Claim in reasonable detail; provided, however, that no delay on
               the part of the Indemnified Party in notifying

                                      -51-

<PAGE>

               any Indemnifying Party shall relieve the Indemnifying Party from
               any obligation hereunder unless (and then solely to the extent)
               the Indemnifying Party thereby is prejudiced (except the
               Indemnifying Party shall not be liable for any expenses incurred
               by the Indemnified Party in investigating or defending the Third
               Party Claim during the period in which the Indemnified Party has
               not given notice of such Third Party Claim to the Indemnifying
               Party).

                    (ii)   Any Indemnifying Party shall have the right to defend
               the Indemnified Party against the Third Party Claim with counsel
               of its choice reasonably satisfactory to the Indemnified Party so
               long as (A) the Indemnifying Party notifies the Indemnified Party
               in writing within fifteen days after the Indemnified Party has
               given notice of the Third Party Claim that the Indemnifying Party
               will assume the defense of the Indemnified Party from and against
               any Adverse Consequences of the Third Party Claim, (B) the Third
               Party Claim involves only money damages that would not have a
               material adverse effect on the business, financial condition or
               operations of Buyer and its Subsidiaries (including the Company
               and its Subsidiaries) taken as a whole and does not seek an
               injunction or other equitable relief, and (C) the Indemnifying
               Party conducts the defense of the Third Party Claim actively and
               diligently.

                    (iii)  So long as the Indemnifying Party is conducting the
               defense of the Third Party Claim in accordance with (S)8(d)(ii)
               above, (A) the Indemnified Party may retain separate co-counsel
               at its sole cost and expense and participate in the defense of
               the Third Party Claim, (B) the Indemnified Party will not consent
               to the entry of any judgment or enter into any settlement with
               respect to the Third Party Claim without the prior written
               consent of the Indemnifying Party, and (C) the Indemnifying Party
               will not consent to the entry of any judgment or enter into any
               settlement with respect to the Third Party Claim without the
               prior written consent of the Indemnified Party (not to be
               withheld unreasonably) unless the judgment or proposed settlement
               involves only the payment of money damages by one or more of the
               Indemnifying Parties and contains a full and complete release in
               favor of all Indemnified Parties.

                    (iv)   In the event any of the conditions in (S)8(d)(ii)
               above is or becomes unsatisfied, however, (A) the Indemnified
               Party may defend the Third Party Claim in any manner it
               reasonably may deem appropriate; provided that the Indemnified
               Party's counsel is reasonably acceptable to the Indemnifying
               Party and that the Indemnified Party will not consent to the
               entry of any judgment or enter into any settlement without the
               prior written consent of the Indemnifying Party (not to be
               unreasonably withheld) and (B) the Indemnifying Parties will
               remain responsible for any Adverse Consequences the Indemnified
               Party may suffer resulting from, arising out of, or caused by the
               Third Party Claim to the fullest extent provided in this (S)8.

               (e)  Matters Involving Environmental Claims. In addition to any
other limitations under this Agreement that may apply, with respect to any claim
for indemnification

                                      -52-

<PAGE>

asserted under (S)8(b) above regarding any breach of any representation or
warranty in (S)4(x) above, Parent and Seller shall have no obligation to
indemnify:

                    (i)    Unless the Adverse Consequences arise out of (A) a
               Third Party Claim that is not instigated or encouraged by any
               Buyer Indemnified Party, or (B) a condition discovered in the
               ordinary course of business; and

                    (ii)   For any costs or expenses incurred by or on behalf of
               the Buyer Indemnified Party to implement measures with respect to
               the condition giving rise to such claim for indemnification, to
               the extent such measures are not (A) reasonably cost-effective
               for addressing such condition, (B) required by applicable
               Environmental Law in effect as of the Closing Date or by any
               environmental regulatory authority with jurisdiction over the
               matter acting pursuant to such Environmental Law, and (C)
               reasonably necessary for the continued use of the property at
               issue as it was used immediately prior to the Closing Date; and

                    (iii)  For any costs to investigate, remediate, or otherwise
               address mold that is present or suspected at any Real Property,
               unless such costs comply with the foregoing subparagraphs (i) and
               (ii)(C) and are Qualified Mold Remediation Costs. For purposes of
               this Agreement, Qualified Mold Remediation Costs shall mean:
               costs to investigate (including the costs of the environmental
               consultant referred to in this paragraph), remediate, or
               otherwise address mold in or at a building or equipment at any
               Real Property, which costs prior to being incurred have been
               reviewed and approved by an independent environmental consultant
               (which consultant has been mutually agreed upon by Buyer and
               Seller and which under no circumstances shall perform, or have
               any interest in any entity that performs, any investigation,
               remediation, or other addressing of mold that it reviews or
               approves) as reasonably necessary and cost-effective to attain
               applicable legal standards (or, in the absence of such standards,
               levels generally recognized by indoor air quality experts as
               reasonably acceptable in light of the use of the Real Property at
               issue), subject to the following: (A) Buyer shall in every case
               be responsible for the first $12,000 of Qualified Mold
               Remediation Costs for any Real Property; (B) Seller shall be
               responsible for 100% of Qualified Mold Remediation Costs, if any,
               in excess of the Qualified Mold Remediation Costs referred to in
               the foregoing clause (A) to the extent they are incurred within
               six months after the Closing Date or up to an aggregate of
               $500,000, whichever comes first; and (C) Qualified Mold
               Remediation Costs other than those referred to in the foregoing
               clauses (A) and (B) which are incurred within twelve months of
               the date Seller no longer is obligated to pay 100% of Qualified
               Mold Remediation Costs pursuant to the foregoing clause (B) shall
               be shared equally by Buyer and Seller. Seller shall have no
               further obligation to Buyer with respect to Qualified Mold
               Remediation Costs or any other costs to investigate, remediate,
               or otherwise address mold that is present or suspected at any
               Real Property except as provided in this subparagraph (iii).
               Payments of Qualified Mold Remediation Costs shall not be subject
               to, or included in calculating, any Deductible Amounts or
               ceilings provided for in (S)8(b) and (c).

                                      -53-

<PAGE>

         Notwithstanding any provision of (S)8(e) above that may be construed to
the contrary, the Buyer Indemnified Parties (A) shall control any measures taken
to address conditions at or emanating from any Owned Real Property or Leased
Real Property that are the subject of a claim for indemnification asserted under
(S)8(b) above regarding any breach of any representation or warranty in (S)4(x)
above, using consultants, contractors and advisors reasonably acceptable to the
Parent and the Seller, and (B) without limiting clause (A) above, the Buyer
Indemnified Parties will reasonably consult with Seller regarding any proposed
remedy, and will use commercially reasonable efforts to allow Seller to evaluate
any proposed claim (such efforts to include providing the Seller with reasonable
access to any property in the possession or control of any Buyer Indemnified
Party and to any relevant data or environmental reports and correspondence with
government agencies, and allowing the Seller to have a reasonable opportunity to
provide input regarding the handling of such matter).

               (f)  Determination of Adverse Consequences. The amount of any
Adverse Consequences with respect to any claim for indemnification hereunder
shall be determined net of any insurance proceeds actually received by the
Indemnified Party with respect to such claims; provided, however, that the
Indemnified Party shall have no obligation to seek insurance coverage. The
amount of any Adverse Consequences with respect to any claim for indemnification
hereunder shall be determined net of any Tax benefit actually realized by the
Indemnified Party with respect to such claim; provided, however, that any Tax
benefit resulting from such a claim shall be determined only after applying all
other deductions and losses, including any net operating loss carryforwards,
available to the Indemnified Party, as if the Tax benefit arising from such
claim did not exist (for example, all existing net operating loss carryforwards
would have to be exhausted before a "Tax benefit" would be actually realized
from such a claim) and provided further that creating or increasing a net
operating loss carryforward shall be deemed not to create a Tax benefit. In
addition, the amount of Adverse Consequences for any claim for indemnification
hereunder shall include interest at the Applicable Rate from the date that is
five (5) days after the time the Indemnified Party paid such amount to a third
party through and including the date of payment of such claim by the
Indemnifying Party. All indemnification payments under this (S)8 shall be deemed
adjustments to the Purchase Price.

               (g)  Other Indemnification Provisions. The Parties agree that,
from and after the Closing, the remedies provided in this (S)8 and (S)11(o) are
the exclusive remedies for any breach of representation, warranty or covenant
under this Agreement, other than claims based upon fraud. Notwithstanding
anything herein to the contrary, to the extent that a party waives the
satisfaction of any of the conditions set forth in (S)7(a) or (b), as the case
may be, which conditions were not satisfied due to one or more matters that were
specifically disclosed in writing to such waiving party prior to the Closing,
then no other party shall have any liability hereunder as an Indemnifying Party
for such matter or matters to the extent so disclosed. The Parent and the Seller
each hereby waives, and acknowledges and agrees that it shall not have and shall
not exercise or assert (or attempt to exercise or assert), any right of
contribution, right of indemnity or other right or remedy against the Company or
its Subsidiaries in connection with any indemnification obligation or for any
other liability for which the Parent or the Seller shall be responsible in
connection with this Agreement.

                                      -54-

<PAGE>

         9.    Tax Matters. The following provisions shall govern the allocation
of responsibility as between the Buyer and the Parent and the Seller for certain
Tax matters following the Closing Date:

               (a)  Tax Indemnities.

                    (i)    From and after the Closing Date, without duplication
               and subject to (S)8 hereof (but without regard to the limitations
               in (S)8(b)(i)(A) and (B) hereof), the Parent and the Seller shall
               indemnify the Buyer and the Company and their Affiliates against
               all Taxes (including reasonable attorneys' and accountants' fees
               and other reasonable out-of-pocket expenses incurred in
               connection therewith, but reduced by any Tax benefit that the
               Buyer, the Company or their Affiliates realize as a result of the
               payment (or the adjustment giving rise to the payment) of any
               such Taxes) imposed on or payable by the Company or any of its
               Subsidiaries (A) with respect to any taxable period or portion
               thereof that ends on or before the Closing Date (including any
               Taxes allocated to such period under (S)9(a)(iv) hereof); (B)
               under Treasury Regulation (S)1.1502-6 (or any similar provision
               of state, local or foreign law) by reason of the Company or any
               of its Subsidiaries being included in any consolidated,
               affiliated, combined or unitary or other similar group of which
               the Parent is the common parent at any time on or before the
               Closing Date, (C) pursuant to any contract or agreement with any
               third party for indemnification of Taxes or (D) without
               duplication, any Taxes arising from a breach of representation
               contained in (S)4(j); other than any Taxes included as a
               liability in Closing Working Capital. No indemnity shall be
               provided under this Agreement for any Taxes resulting from any
               transaction of the Company or any of its Subsidiaries occurring
               after the Closing Date or on the Closing Date after the Closing
               that is not in the Ordinary Course of Business.

                    (ii)   From and after the Closing Date, without duplication,
               the Buyer shall, and shall cause the Company to, indemnify the
               Parent and its Affiliates against all Taxes (including reasonable
               attorneys' and accountants' fees and other reasonable
               out-of-pocket expenses incurred in connection therewith) imposed
               on the Company and its Subsidiaries, which Taxes are not subject
               to indemnification pursuant to (S)9(a)(i), including Taxes (A)
               resulting from any transaction of the Company and its
               Subsidiaries occurring after the Closing Date or on the Closing
               Date after the Closing that is not in the Ordinary Course of
               Business, (B) with respect to any taxable period or portion
               thereof that begins after the Closing Date (including any Taxes
               allocated to such period under (S)9(a)(iv) hereof) or (C)
               included as a liability in Closing Working Capital.

                    (iii)  Payment by the indemnitor of any amount due under
               this (S)9 shall be made within ten days following written notice
               by the indemnitee that payment of such amounts to the appropriate
               Tax Authority is due, provided that the indemnitor shall not be
               required to make any payment earlier than two days before it is
               due to the appropriate Tax Authority. If the Parent receives an
               assessment or other notice of Taxes due with respect to the
               Company or any of its Subsidiaries for any period for which the
               Parent is not responsible, in whole or in

                                      -55-

<PAGE>

               part, pursuant to (S)9(a)(i), then the Buyer shall pay such Tax,
               or if the Parent pays such Tax, then the Buyer or the Company
               shall pay to the Parent, in accordance with the first sentence of
               this (S)9(a)(iii), the amount of such Tax for which the Parent is
               not responsible. In the case of a Tax that is contested in
               accordance with the provisions of (S)9(c), payment of the Tax to
               the appropriate Tax Authority will not be considered to be due
               earlier than the date a final determination to such effect is
               made by the appropriate Tax Authority or court. Final
               determination shall have the meaning as set forth in (S)1313(a)
               of the Code.

                    (i)    The Parent and the Buyer shall, to the extent
               permitted by applicable law and except as otherwise provided
               herein, elect with the relevant Tax Authority to close the
               taxable period of the Company and its Subsidiaries at the end of
               the day on the Closing Date. For purposes of this Agreement, in
               the case of any Tax that is imposed on a periodic basis and is
               payable for a taxable period that begins before the Closing Date
               and ends after the Closing Date, the portion of such Taxes which
               is payable for the portion of such taxable period ending on the
               Closing Date shall be (A) in the case of any Tax other than a Tax
               based upon or measured by income or receipts, the amount of such
               Tax for the entire taxable period (or, in the case of such Taxes
               determined on an arrears basis, the amount of such Tax for the
               immediately preceding period) multiplied by a fraction, the
               numerator of which is the number of days in the portion of such
               taxable period ending on the Closing Date and the denominator of
               which is the number of days in the entire taxable period and (B)
               in the case of a Tax based upon or measured by income or
               receipts, the amount which would be payable if the relevant
               taxable period ended on the Closing Date. Any credit or refund
               resulting from an overpayment of Taxes shall be prorated based
               upon the method employed in the immediately preceding sentence.
               In the case of any Tax based upon or measured by capital
               (including net worth or long-term debt) or intangibles, any
               amount thereof required to be allocated under this (S)9(a)(iv)
               shall be computed by reference to the level of such items on the
               Closing Date. The taxable period of any partnership or other
               pass-through entity in which the Company or any Subsidiary is a
               partner or other beneficial interest holder shall be deemed to
               terminate on the Closing Date. All determinations necessary to
               effect the foregoing allocations shall be made in a manner
               consistent with prior practice of the Company and its
               Subsidiaries.

               (b)  Refunds and Tax Benefits.

                    (i)    Subject to (S)9(b)(ii), the Buyer shall promptly pay
               to the Parent the amount of any refund or credit or offset
               (including any interest paid or credited or any offset allowed
               with respect thereto but reduced by any Taxes that the Buyer, the
               Company or any Subsidiary shall be required to pay with respect
               thereto) received or used, in the case of a credit or offset, by
               the Buyer, the Company or any subsidiary of Taxes (A) relating to
               taxable periods or portions thereof ending on or before the
               Closing Date (including any Taxes allocated to such period under
               (S)9(a)(iv) hereof) or (B) attributable to an amount paid by the
               Parent or the Seller under (S)9(a) hereof, other than any refund
               of Taxes included as an asset in Closing

                                      -56-

<PAGE>

               Working Capital. The amount of any refunds or credits or offsets
               (including any interest paid or credited with respect thereto)
               received by Buyer, the Company or any Subsidiary shall be for the
               account of the Buyer if the refund, credit or offset is of Taxes
               relating to taxable periods or portions thereof that begin on or
               after the Closing Date (including any Taxes allocated to such
               period under (S)9(a)(iv) hereof). The Buyer shall, if the Parent
               so requests and at the Parent's expense, cause the relevant
               entity to file for and use its reasonable best efforts to obtain
               and expedite the receipt of any refund to which the Parent is
               entitled under this (S)9(b); provided, however, that the Buyer
               must consent to any such refund claim, which consent may not be
               unreasonably withheld; and provided further that neither Parent
               nor any affiliate of the Parent shall, without the prior written
               consent of the Buyer, which consent may not be unreasonably
               withheld, file or cause to be filed any amended Tax Return or
               claim for Tax refund solely with respect to the Company or any of
               its Subsidiaries for any period ending on or before the Closing
               Date, to the extent that any such filing may have a material
               adverse effect on the Tax liability of the Buyer, the Company or
               its Subsidiaries.

                    (ii)   The Buyer shall, and the Buyer shall cause the
               Company to, make any and all elections under (S)172(b)(3) of the
               Code and under any comparable provision of any state, local and
               foreign Tax law in any state, locality, or foreign jurisdiction
               within which the Company or any of its Subsidiaries file a
               combined, unitary or similar return with the Parent or any of its
               Affiliates (other than a return including only the Company and
               its Subsidiaries) to relinquish the entire carryback period with
               respect to any net operating loss attributable to the Company or
               any of its Subsidiaries in any taxable period beginning after the
               Closing Date that could be carried back to a taxable year of the
               Company or any such subsidiary ending on or before the Closing
               Date. Neither the Parent nor any Affiliate thereof shall be
               required to pay to the Buyer, the Company or any subsidiary any
               refund or credit of Taxes that results from the carryback to any
               taxable period ending on or before the Closing Date of any net
               operating loss, capital loss or Tax credit attributable to the
               Company or any of its Subsidiaries in any taxable period
               beginning after the Closing Date, except that (i) the Company or
               any of its Subsidiaries that have not filed combined, unitary or
               similar returns with the Parent or any of its Affiliates (other
               than the Company or any of its Subsidiaries) shall be entitled to
               carry back losses or Tax credits from any taxable period
               beginning on or after the Closing Date to any taxable period of
               such Company ending on or prior to the Closing Date, but only if
               such carryback would not impose a material Tax cost or otherwise
               materially adversely affect the Parent or any of its Affiliates
               and (ii) if, notwithstanding any election pursuant to
               this (S)9(b)(ii), any credit, deduction or loss of the Buyer, the
               Company or any Subsidiary arising in any period ending after the
               Closing Date is required to be carried back and included in any
               Tax Return of the Parent, or any affiliate of the Parent
               (including the Company or any Subsidiary), for any period ending
               on or before the Closing Date, then the Parent shall pay to the
               Buyer an amount equal to the actual Tax savings produced by such
               credit, deduction or loss; provided, however, that any credit,
               deduction or loss of the Parent shall be used before any credit,
               deduction or loss of the Buyer, the Company or any Subsidiary;
               and

                                      -57-

<PAGE>

               provided further that the Parent must consent to any such refund
               claim, which consent may not be unreasonably withheld (for this
               purpose, withholding of consent shall be reasonable if such
               refund claim could reasonably be expected to have a material Tax
               cost or otherwise materially adversely affect Parent or any of
               its affiliates).

               (c)  Contests.

                    (i)    After the Closing Date, each of the Parent and the
               Buyer shall promptly notify the other party in writing upon
               receipt of written notice of the commencement of any Tax audit or
               administrative or judicial proceeding or of any demand or claim
               on the Parent, the Buyer or the Company or any Subsidiary which,
               if determined adversely to the taxpayer or after the lapse of
               time, would be grounds for indemnification by the other party
               under (S)9(a). Such notice shall contain factual information (to
               the extent known to the notifying party) describing the asserted
               Tax liability in reasonable detail and shall include copies of
               any notice or other document received from any Tax Authority in
               respect of any such asserted Tax liability. If the indemnitee
               under (S)9(a) fails to give the indemnitor under (S)9(a) prompt
               notice of an asserted Tax liability as required by this (S)9(c),
               then the indemnitor shall not have any obligation to indemnify
               for any loss arising out of such asserted Tax liability, but only
               to the extent that failure to give such notice results in a
               detriment to the indemnitor.

                    (ii)   In the case of an audit or administrative or judicial
               proceeding that relates to a period ending on or before the
               Closing Date, the Parent shall have the sole right, at its
               expense, to control the conduct of such audit or proceeding;
               provided, however, that the Parent shall consult with the Buyer
               to the extent any proposed adjustment may have a material adverse
               effect on the Taxes of the Buyer or the Company for taxable
               periods beginning after the Closing Date. The Buyer shall control
               the defense and settlement of any contest relating to taxable
               periods or portions thereof that begin on or after the Closing
               Date, provided, however, the Buyer shall consult with the Parent
               to the extent any proposed adjustment may have a material adverse
               effect on the Taxes of the Parent for taxable periods beginning
               before the Closing Date.

                    (iii)  With respect to periods beginning before the Closing
               Date and ending after the Closing Date, (i) each party may
               participate in an audit or proceeding which relates to any such
               period and (ii) such audit or proceeding shall be controlled by
               that party which would bear the burden of the greater portion of
               the sum of the adjustment; provided that neither party shall
               settle any such audit or proceeding without the consent of the
               other, which consent shall not be unreasonably withheld. The
               principle set forth in the preceding sentence shall govern also
               for purposes of deciding any issue that must be decided jointly
               (in particular, choice of judicial forum) in situations in which
               separate issues are otherwise controlled hereunder by the Buyer
               and the Parent.

                                      -58-

<PAGE>

               (d)  Preparation of Tax Returns.

                    (i)    The Parent shall timely prepare and file any income
               Tax Returns relating to the Company and its Subsidiaries for any
               taxable periods that end on or prior to the Closing Date (the
               "Parent Returns") and timely pay when due all Taxes relating to
               such Parent Returns. The Parent Returns shall be prepared in a
               manner consistent with the prior practice of the Company and its
               Subsidiaries (except to the extent the Parent determines that
               there is no reasonable basis therefor). The Buyer shall timely
               prepare and file all other Tax Returns for taxable periods that
               end on or prior to the Closing Date (to the extent such Tax
               Returns are due after the Closing Date) as well as all Tax
               Returns for taxable periods that include, but do not end on, the
               Closing Date (the "Buyer Returns"). The Buyer shall prepare or
               cause the Company to prepare such Buyer Returns in a manner
               consistent with the prior practice of the Company and its
               Subsidiaries (except to the extent Buyer determines that there is
               no reasonable basis therefor) and the Buyer shall deliver such
               Buyer Returns to the Parent at least 14 days before such Buyer
               Returns are due to be filed (taking into account any extensions
               of time to file such Tax Return that have been properly obtained)
               for the Parent's review and comment. The Parent shall reimburse
               the Buyer for any Taxes on the Buyer Returns owed by the Parent
               pursuant to (S)9(a)(i) and (S)9(a)(iv). The Buyer shall prepare
               and file or cause the Company to prepare and file any Tax Return
               relating to the Company or any of its Subsidiaries for any
               taxable periods that begin on or after the Closing Date.

                    (ii)   The Parent shall have the right to object to any
               items set forth on the Buyer Returns within seven days of the
               delivery of a particular Tax Return. In the event of such an
               objection, the parties shall attempt in good faith to resolve the
               dispute. If the parties cannot resolve any such dispute, the
               items remaining in dispute shall be submitted to
               PricewaterhouseCoopers LLP or such other independent accounting
               firm of national or regional reputation selected by, and mutually
               acceptable to, the Parent and the Buyer. The independent
               accounting firm so selected shall determine the proper amounts
               for the items remaining in dispute and the Buyer and the Parent
               shall be bound by the determination by the independent accounting
               firm absent manifest error. The independent accounting firm shall
               make any such determination within seven days after submission of
               the remaining disputed items. If a Tax Return is due before the
               date a disputed item is resolved hereunder, it shall be filed as
               prepared and resolved items shall be reflected on an amended Tax
               Return.

               (e)  Cooperation and Exchange of Information. The Parent and the
Buyer shall provide each other with such cooperation and information as either
of them reasonably may request of the other in filing any Tax Return, amended
Tax Return or claim for refund, determining a liability for Taxes or a right to
a refund of Taxes or participating in or conducting any audit or other
proceeding in respect of Taxes. Any information obtained under this (S)9(e)
shall be kept confidential, except as may be otherwise necessary in connection
with the filing of Tax Returns or claims for refund or in conducting an audit or
other proceeding.

                                      -59-

<PAGE>

               (f)  Tax Sharing Arrangements. Any and all existing Tax sharing,
allocation, compensation or like agreements or arrangements, whether or not
written, that include the Company or any Subsidiary, including without
limitation any arrangement by which the Company or any Subsidiary makes
compensating payments to each other or any other member of any affiliated,
consolidated, combined, unitary or other similar Tax group for the use of
certain Tax attributes, shall be terminated as of the day before the Closing
Date (pursuant to a writing executed on or before the Closing Date by all
parties concerned) and shall have no further force or effect. All liabilities of
the Company or any Subsidiary or affiliate of the Parent (for Taxes or otherwise
pursuant to such agreements or arrangements) shall be canceled on or prior to
the Closing Date.

               (g)  Indemnity Payments to be Treated as Purchase Price
Adjustment. The Parent, the Seller and the Buyer agree that any payments
pursuant to (S)9(a)(i) and (S)9(a)(ii) hereof shall be treated as adjustments to
the Purchase Price.

               (h)  Certain Taxes. All transfer, documentary, sales, use, stamp,
registration and other such Taxes and fees (including any penalties and
interest) incurred in connection with this Agreement (including any New York
State Gains Tax, New York City Transfer Tax and any similar tax imposed in other
states or subdivisions), shall be paid one-half by the Parent and Seller and
one-half by the Buyer, and the Parent and Seller will file all necessary Tax
Returns and other documentation with respect to all such transfer, documentary,
sales, use, stamp, registration and other Taxes and fees, and, if required by
applicable law, Buyer will, and will cause its affiliates to, join in the
execution of any such Tax Returns and other documentation. Buyer will reimburse
the Parent and the Seller for one-half of all reasonable out-of-pocket costs
incurred in connection with filing any such Tax Returns and any such other
documentation.

        10.    Termination.

               (a)  Termination of Agreement. The Parties may terminate this
Agreement as provided below:

                    (i)    the Buyer and the Parent and Seller may terminate
               this Agreement by mutual written consent at any time prior to the
               Closing;

                    (ii)   the Buyer may terminate this Agreement by giving
               written notice to the Parent and the Seller at any time prior to
               the Closing (A) in the event any of the Parent, the Seller or the
               Company has breached any representation, warranty, or covenant
               contained in this Agreement in any material respect, the Buyer
               has notified the Parent and the Seller of the breach, and the
               breach has continued without cure for a period of thirty (30)
               days after the notice of breach or (B) if the Closing shall not
               have occurred on or before July 31, 2003, by reason of the
               failure of any condition precedent under (S)7(a) hereof (unless
               the failure results primarily from the Buyer itself breaching any
               representation, warranty, or covenant contained in this
               Agreement); and

                    (iii)  the Parent and the Seller may terminate this
               Agreement by giving written notice to the Buyer at any time prior
               to the Closing (A) in the event the

                                      -60-

<PAGE>

               Buyer has breached any representation, warranty, or covenant
               contained in this Agreement in any material respect, the Parent
               and the Seller have notified the Buyer of the breach, and the
               breach has continued without cure for a period of thirty (30)
               days after the notice of breach or (B) if the Closing shall not
               have occurred on or before July 31, 2003, by reason of the
               failure of any condition precedent under (S)7(b) hereof (unless
               the failure results primarily from the Parent, the Seller or the
               Company themselves breaching any representation, warranty, or
               covenant contained in this Agreement).

               (b)  Effect of Termination. If any Party terminates this
Agreement pursuant to (S)10(a) above, all rights and obligations of the Parties
hereunder shall terminate without any liability of any Party to any other Party
(except for any liability of any Party then in breach) except for (S)(S)11(a),
11(h), 11(i), 11(l) and 11(p).

        11.    Miscellaneous.

               (a)  Nature of Certain Obligations. The representations,
warranties, and covenants of the Parent and Seller in this Agreement are joint
and several obligations. This means that each of the Parent and Seller will be
responsible to the extent provided in (S)8 above for any Adverse Consequences
any Buyer Indemnified Party may suffer as a result of any breach thereof. The
representations, warranties and covenants of Holdings and the Buyer in this
Agreement are joint and several obligations. This means that each of Holdings
and the Buyer will be responsible to the extent provided in (S)8 above for any
Adverse Consequences any Seller Indemnified Party may suffer as a result of any
breach thereof.

               (b)  Press Releases and Public Announcements. No Party shall
issue any press release or make any public announcement relating to the subject
matter of this Agreement prior to the Closing without the prior written approval
of the Buyer and the Parent and the Seller; provided, however, that any Party
may make any public disclosure it believes in good faith is required by
applicable law or any listing or trading agreement concerning its
publicly-traded securities (in which case the disclosing Party shall use its
commercially reasonable efforts to advise the other Parties prior to making the
disclosure).

               (c)  No Third-Party Beneficiaries. This Agreement shall not
confer any rights or remedies upon any Person other than the Parties and their
respective successors and permitted assigns.

               (d)  Entire Agreement. This Agreement (including the documents
referred to herein) constitutes the entire agreement among the Parties and
supersedes any prior understandings, agreements, or representations by or among
the Parties, written or oral, to the extent they related in any way to the
subject matter hereof.

               (e)  Succession and Assignment. This Agreement shall be binding
upon and inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. Prior to the Closing, no Party may assign
either this Agreement or any of its rights, interests, or obligations hereunder
without the prior written approval of the Buyer and the Parent and the Seller;
provided, however, that the Buyer may (i) assign any or all of its rights and

                                      -61-

<PAGE>

interests hereunder to one or more of its Affiliates and (ii) designate one or
more of its Affiliates to perform its obligations hereunder (in any or all of
which cases the Buyer nonetheless shall remain responsible for the performance
of all of its obligations hereunder), and (iii) pledge or collaterally assign
any or all of its rights and interests hereunder to its lenders. Following the
Closing, none of the Parent, the Seller or the Buyer may assign either this
Agreement or any of its rights, interests, or obligations hereunder without the
prior written approval of the Buyer.

               (f)  Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

               (g)  Headings. The section headings contained in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

               (h)  Notices. All notices, requests, demands, claims, and other
communications hereunder shall be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given if (and then
two business days after) it is sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as
set forth below:

               If to the Parent: ARAMARK Corporation
                                 ARAMARK Tower
                                 1101 Market Street
                                 Philadelphia, PA 19107-2988
                                 (215) 413-8733
                                 Attention: General Counsel

               Copy to:          Simpson Thacher & Bartlett
                                 425 Lexington Avenue
                                 New York, NY 10017
                                 (212) 455-2502
                                 Attention: Mario A. Ponce, Esq.

               If to the Seller: ARAMARK Organizational Services, Inc.
                                 c/o ARAMARK Corporation
                                 ARAMARK Tower
                                 1101 Market Street
                                 Philadelphia, PA 19107-2988
                                 (215) 413-8733
                                 Attention: General Counsel

               Copy to:          Simpson Thacher & Bartlett
                                 425 Lexington Avenue
                                 New York, NY 10017
                                 (212) 455-2502
                                 Attention: Mario A. Ponce, Esq.

                                      -62-

<PAGE>

               If to the Buyer:  Knowledge Learning Corporation
                                 1250 Fourth Street
                                 Santa Monica, CA 90401
                                 (310) 570-4555
                                 Attention: President

               Copy to:          Maron & Sandler
                                 1250 Fourth Street, Suite 550
                                 Santa Monica, CA 90401
                                 (310) 570-4901
                                 Attention: David S. Kyman, Esq.

               Any Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set forth above
using any other means (including personal delivery, expedited courier, messenger
service, telecopy, facsimile, ordinary mail, or electronic mail), but no such
notice, request, demand, claim, or other communication shall be deemed to have
been duly given unless and until it actually is received by the intended
recipient. Any Party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the
other Parties notice in the manner herein set forth.

               (i)  Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

               (j)  Amendments and Waivers. No amendment of any provision of
this Agreement shall be valid unless the same shall be in writing and signed by
the Buyer and the Parent and the Seller. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.

               (k)  Severability. Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.

               (l)  Expenses. Each of the Buyer, the Parent and the Seller shall
bear its own costs and expenses (including legal fees and expenses) incurred in
connection with this Agreement and the transactions contemplated hereby;
provided, however, that the Buyer on the one hand and the Parent and the Seller
on the other hand shall each pay one-half of the cost of all filing fees under
the Hart-Scott-Rodino Act. The Parent and the Seller agree that none of the
Company and its Subsidiaries has borne or shall bear any out-of-pocket costs and
expenses (including any legal fees and expenses, but excluding telephone bills,
photocopying charges and other incidental expenses incurred by the Company) in
connection with this Agreement or any of the transactions contemplated hereby,
all of which shall be borne by the Parent or the Seller.

                                      -63-

<PAGE>

               (m)  Construction. The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by virtue of the authorship of any of
the provisions of this Agreement. Any reference to any federal, state, local, or
foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context requires otherwise. The
word "including" shall mean including without limitation.

               (n)  Incorporation of Exhibits and Schedules. The Exhibits and
Schedules identified in this Agreement are incorporated herein by reference and
made a part hereof. The Disclosure Schedule will be arranged in paragraphs
corresponding to the lettered and numbered paragraphs to which the information
relates. Disclosure of any fact or item pursuant to any paragraph of the
Disclosure Schedule shall be deemed to have been disclosed for the purpose of
other paragraphs of the Disclosure Schedule only where its relevance and
applicability is readily apparent. Matters reflected on the Disclosure Schedule
are not necessarily limited to matters required by this Agreement to be
reflected therein and the inclusion of such matters shall not be deemed an
admission that such matters were required to be reflected on the Disclosure
Schedule. Such additional matters are set forth for informational purposes only
and do not necessarily include other matters of a similar nature.

               (o)  Specific Performance. Each of the Parties acknowledges and
agrees that the other Parties would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached. Accordingly, each of the Parties
agrees that the other Parties shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions hereof in any action
instituted in any court of the United States or any state thereof having
jurisdiction over the Parties and the matter (subject to the provisions set
forth in (S)11(p), in addition (subject to (S)8(g)) to any other remedy to which
they may be entitled, at law or in equity.

               (p)  Jurisdiction; Attorneys' Fees; Waiver of Jury Trial.

                    (i)    The Parties hereto agree that any and all claims,
               grievances, demands, controversies, causes of action or disputes
               of any nature whatsoever (including tort and contract claims, and
               claims upon any law, statute, order or regulation) (hereinafter
               "Transaction Claims") arising out of, in connection with or in
               relation to (i) the interpretation, performance or breach of this
               Agreement or (ii) any relationship before, at the time of
               entering into, during the term of or upon or after expiration or
               termination of this Agreement, between the parties hereto, shall
               be brought in the United States District Court for the Southern
               District of New York, or, if such court does not have
               jurisdiction or shall not accept jurisdiction, in the Supreme
               Court of the State of New York, New York County. The Parties
               hereto unconditionally and irrevocably consent to the
               jurisdiction of any such court over any Transaction Claims and
               waive any objection which such Party may have to the laying of
               venue of any Transaction Claims in any such court.

                                      -64-

<PAGE>

                    (ii)   The Parties hereto agree that the prevailing party in
               any such Transaction Claims shall be entitled to recover its
               costs and expenses, including reasonable attorneys' fees,
               incurred in connection with such action, including any appeal of
               such action.

                    (iii)  THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY
               JUDICIAL PROCEEDING TO WHICH THEY ARE BOTH PARTIES, EITHER
               VOLUNTARILY OR INVOLUNTARILY, DIRECTLY OR INDIRECTLY, RELATING TO
               ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
               WITH THIS AGREEMENT.

                                      *****

                                      -65-

<PAGE>

         IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first above written.

                             KNOWLEDGE SCHOOLS, INC.

                             By:    /s/ ADAM COHN
                                    --------------------------------------------
                             Title: Adam Cohn, Vice President
                                    --------------------------------------------

                             CHILDREN'S DISCOVERY CENTERS OF
                             AMERICA, INC. (to be renamed Knowledge Learning
                             Corporation)

                             By:    /s/ ADAM COHN
                                    --------------------------------------------
                             Title: Adam Cohn, Vice President
                                    --------------------------------------------

                             ARAMARK CORPORATION

                             By:    /s/ BARBARA A. AUSTELL
                                    --------------------------------------------
                             Title: Senior Vice President, Finance and Treasurer
                                    --------------------------------------------

                             ARAMARK ORGANIZATIONAL SERVICES, INC.

                             By:    /s/ BARBARA A. AUSTELL
                                    --------------------------------------------
                             Title: Vice President
                                    --------------------------------------------

                             ARAMARK EDUCATIONAL RESOURCES, INC.

                             By:    /s/ JOHN J. WHEATLEY
                                    --------------------------------------------
                             Title: President
                                    --------------------------------------------