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                                                                   EXHIBIT 10.24

                        SEPARATION AGREEMENT AND RELEASE


         This Severance Agreement and Release (the "Agreement") is hereby
entered into by and between Childtime Learning Centers Inc. (the "Company") and
Karen R. Danner ("Employee" or "you"). When used herein the term "Company"
includes any or all current or former affiliated corporations, partnerships,
divisions, subsidiaries, and the officers, directors, shareholders, employees,
agents, attorneys, successors and assigns of the Company.

1.       Employment Status. Your employment with the Company will cease on March
         26, 2003 (the "Termination Date"). Your regular salary will cease as of
         March 28, 2003. You will receive payment of the following: (i) your
         salary up to and including March 28, 2003; (ii) four (4) weeks of
         accrued, but unused vacation. The Termination Date shall be the date of
         the "qualifying event" under the Consolidated Omnibus Budget
         Reconciliation Act of 1985 ("COBRA"). You will receive COBRA
         information under separate cover.

2.       Consideration. In exchange for, and in consideration of, your execution
         of this Agreement, the Company will provide you with separation pay
         equal to twenty-six (26) weeks of your base pay, which is equal to
         $85,000. In addition, the company will provide $10,000 toward an
         Executive Outplacement Service or, upon your written request, will
         provide you with a $10,000 payment in lieu thereof. All payments made
         directly to employee will be subject to applicable federal, state and
         local withholding, benefit deductions, payroll and other taxes.
         Payment(s) will begin the first full pay period after execution of the
         Agreement and after the seven (7) day revocation period explained in
         Section 9. If you are currently enrolled in the Company's health
         insurance programs, you will be provided with your current or a
         similar level of coverage/Company co-payment through December 31,
         2003. You will be required to make the applicable co-payment for any
         benefit coverage after the end of the severance period if you desire
         benefit coverage for the months of October through December 2003. In
         the event that benefit plans, insurance carriers, or payroll cycles
         change during this transition period, you will be converted to similar
         plans, policies, or pay cycles.

3.       Settlement of Amounts Due. The amounts set forth in Sections 1 and 2
         shall be complete and unconditional payment, settlement, accord and
         satisfaction with respect to all obligations and liabilities of the
         Company to you, including, without limitation, all claims for wages,
         salary, bonuses, vacation pay, capital stock of the Company or rights
         to acquire capital stock or other securities of the Company, severance
         pay, retention pay, or any other benefits, costs or sums.

4.       Release.

                  (I) In exchange for the consideration described herein, which
         is in addition to anything of value to which you are already entitled
         to receive from the Company, and other good and valuable consideration,
         the receipt and sufficiency of which is hereby acknowledged by you, on
         behalf of yourself and your representatives, agents, estate, heirs,
         successors and assigns, absolutely and unconditionally hereby release,
         remise and forever discharge the Releasees (defined as the Company, its
         parent(s), affiliates, divisions, subsidiaries, successors and assigns,
         and its and their respective shareholders, officers, directors,
         employees, agents, representatives, and attorneys, in both their
         individual and official capacities) from any and all actions or causes
         of action, charges, suits, claims, complaints, obligations, contracts,
         liabilities, agreements, promises, debts and damages, of any kind or
         nature whatsoever, whether existing or contingent, known or unknown,
         suspected or unsuspected, in law or in equity, which arise out of your
         employment with or separation from employment with the Company. You
         agree that this Release is all encompassing and shall act as a full and
         total release of any claims that you have or ever had against the
         Releasees including from the beginning of your employment to the date
         this Agreement becomes effective ("Effective Date"). You agree that
         this release of all claims includes, but is not limited to, claims
         under any federal, state or local constitution, statute, ordinance,
         bylaw or regulation dealing with either employment or employment
         discrimination such as those laws or regulations concerning
         discrimination on the basis of age, race, color, creed, religion, sex,
         sexual harassment, sexual orientation, national origin, ancestry,
         marital status, handicap or disability, veteran status,

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         military service or application for military service, genetic carrier
         status; any contract, whether oral or written, express or implied; any
         tort; and any common law.

                (II) You further agree to release and discharge the Releasees
         from any and all claims which might be made by any other person or
         organization on your behalf and you specifically waive any right to
         become, and promise not to become, a member of any class in a case in
         which a claim or claims against the Company are made involving any
         matters subject to release pursuant to this Section.

         (III) Waiver of Rights and Claims Under the Age Discrimination in
         Employment Act of 1967.

         Since Employee is 40 years of age or older, Employee has been informed
         that Employee has or might have specific rights and/or claims under the
         Age Discrimination in Employment Act of 1967 ("ADEA") and Employee
         agrees that:

         (a) In consideration of the payments described in Section 2 hereof,
         which is in addition to anything of value to which Employee already may
         be entitled, Employee specifically waives such rights and/or claims to
         the extent that such rights and/or claims arose prior to or on the date
         this Agreement was executed;

         (b) Employee  understands  that rights or claims under the ADEA that
         may arise after the date this Agreement is executed are not waived by
         Employee;

         (c) Employee hereby is and was advised of his/her right to consult with
         his/her counsel of choice prior to executing this Agreement and
         Employee acknowledges that he/she has not been subject to any undue or
         improper influence interfering with the exercise of Employee's free
         will in executing this Agreement;

         (d) Employee has carefully read and fully understands all of the
         provisions of this Agreement, and Employee knowingly and voluntarily
         agrees to all of the terms set forth in this Agreement;

         (e) In entering into this Agreement Employee is not relying on any
         representation, promise or inducement made by the Company or its
         attorneys with the exception of those promises described in this
         document; and

         (f) Employee also agrees not to initiate any legal action, charges or
         complaints against the Company in any forum whatsoever, in connection
         with the claims released by him/her pursuant to this section.

5.   Period for Review and Consideration of Agreement.
             (I) When the Company presented Employee with this Agreement,
         Employee was informed that she/he has 21 days to review this Agreement
         and consider its terms before signing it.

             (II) The 21-day review period will not be affected or extended
         by any revisions, whether material or immaterial, that might be made to
         this Agreement.

             (III) The Company expressly denies that it has violated any
         law, statute, ordinance, contract, duty or obligation whatsoever, or
         that it committed any tort or engaged in any wrongful conduct. The
         Company acknowledges that the consideration described in this Agreement
         is in excess of that to which Employee was otherwise entitled upon
         his/her termination under either applicable law or Company policy.


6.   Proprietary and Company Materials. On or before the Termination Date, you
     will return to the Company all proprietary and Company property, equipment,
     and materials, including but not limited to, credit cards, personal
     computers, memoranda, sales brochures, manuals, building keys and passes,
     courtesy parking passes, names and addresses of all Company customers and
     potential customers, customer lists, customer contacts, customer
     information and/or data, sales or financial information, diskettes,
     intangible information stored on diskettes, business or marketing plans,
     reports, projections, software programs and data compiled with the use of
     those programs, tangible copies of trade secrets and confidential
     information, and any and all other information or property previously or
     currently held or used by you that is
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     or was related to your employment with the Company. You agree that in the
     event that you discover any other Company or proprietary materials in your
     possession after the Termination Date, you will immediately return such
     materials to the Company.

7.   Non-Disparagement and Confidentiality. You agree not to misappropriate,
     divulge or communicate, directly or indirectly, any confidential and/or
     proprietary information, including trade secret information, of the Company
     or any third party associated with the Company. You further agree not to
     disparage the business, any employees or past employees, operations,
     technologies, products, services, marketing strategies, pricing policies,
     management, affairs and financial condition of the Company. You also agree
     that you shall not divulge or publish, directly or indirectly, any
     information whatsoever regarding the substance, terms or existence of this
     Agreement and/or any discussions or negotiations relating to this
     Agreement, to any person or organization other than your attorneys,
     accountants, financial advisors or members of your immediate family.
     Nothing herein shall prohibit or bar you from providing truthful testimony
     in any legal proceeding or in communicating with any governmental agency or
     representative or from making any truthful disclosure required, authorized
     or permitted under law; provided however, that in providing such testimony
     or making such disclosures or communications, you will use your best
     efforts to ensure that this Section is complied with to the maximum extent
     possible.



8.   Post-Employment Obligations.

                (I) You agree that for the period of eighteen (18) months
         following the Termination Date, you will not, in any manner, hire or
         engage, or assist any company or business organization by which you are
         employed or which is directly or indirectly controlled by you to hire
         or engage, any person who is employed by the Company (or is an agent,
         representative, contractor or consultant of the Company) at any time
         during your employment with the Company or during the period of
         eighteen (18) months thereafter.

                (II) You agree that during the period of eighteen (18) months
         following the Termination Date, you will not solicit, recruit or
         induce, in any manner, any person who is employed by the Company (or is
         or was an agent, representative, contractor or consultant of the
         Company) at any time during your employment with the Company, or during
         the period of eighteen (18) months thereafter, to leave his or her
         employment or engagement with the Company.

                (III) You agree that during the period of eighteen (18) months
         following the Termination Date, you will not solicit or do business
         with any client of the Company about whom you obtained information, or
         became familiar with through confidential information, during your
         employment with the Company.

                (IV) You agree that for twelve (12) months following the
         termination of your employment with Childtime that you shall not,
         within any state in which Childtime operates, directly or indirectly,
         own, manage, operate, join, control, or participate in, or be connected
         with, as an officer, employee, agent, partner, director, or otherwise,
         of any business, individual, partnership, firm, or corporation
         (collectively "Entity") that is at the time engaged principally or
         significantly in a business which is in substantial direct competition
         with Childtime, or any subsidiary or affiliate of Childtime. Nothing
         herein, however, shall prohibit Employee from acquiring or holding any
         issue of stock or securities of any Entity that has any securities
         listed on a national securities exchange or quoted on the daily listing
         of over-the-counter market securities, provided that at any one time
         Employee and the members of her immediate family do not own more than
         one percent of any voting securities of any such Entity.

                (V) You agree to cooperate with Childtime in the conduct
         and defense of any litigation, criminal or civil, administrative
         proceeding, investigation, or arbitration. Cooperation includes, but is
         not limited to, meeting with Childtime's attorneys; providing documents
         and information in your, or your agent's, possession; and making
         yourself available to testify on behalf of Childtime or any parent,
         subsidiary, or affiliate of Childtime. You agree not to discuss,
         comment, give, or prepare any writing involving any issue arising out
         of any litigation, administrative proceeding, investigation, or
         arbitration in which Childtime is or shall become involved without
         first having been so authorized by the President of Childtime in
         writing or by virtue of process issued by a court of competent
         jurisdiction. In the event that you are issued process by a court of
         competent jurisdiction, you will immediately
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         inform Childtime, and if requested, meet with Childtime's attorneys
         before discussing, testifying, commenting, giving or preparing any
         writing, in which Childtime is involved. Childtime agrees to reimburse
         you, on an after tax basis, for all reasonable expenses incurred in
         connection with your cooperation with Childtime in the conduct and
         defense of any litigation, criminal or civil, administrative
         proceeding, investigation, or arbitration.

         You also agree that you will cooperate with Childtime, on an as needed
         basis, for the six (6) months following the termination of your
         employment with Childtime, to assist Childtime with any issues,
         questions, or inquiries connected with your employment with Childtime
         or Childtime's business. You will not be reimbursed for any of your
         time or expenses incurred in connection with your cooperation pursuant
         to this paragraph.


9.   Representations and Governing Law.

                (I) This Agreement represents the complete and sole
         understanding between the parties concerning the subject matter hereof,
         and supersedes any and all other agreements and understandings, whether
         oral or written, concerning the subject matter hereof. Employee
         represents that he/she is not relying upon any representation,
         statement, or promise not set forth in this Agreement.

                (II) If any provision of this Agreement, or part thereof, is
         held invalid, void or voidable as against the public policy or
         otherwise, the invalidity shall not affect other provisions, or parts
         thereof, which may be given effect without the invalid provision or
         part. To this extent, the provisions, and parts thereof, of this
         Agreement are declared to be severable. Moreover, if one or more of the
         provisions contained in this Agreement shall for any reason be held to
         be excessively broad as to scope, activity, subject or otherwise so as
         to be unenforceable at law, such provision or provisions shall be
         construed by the appropriate judicial body by limiting or reducing it
         or them, so as to be enforceable to the maximum extent compatible with
         the applicable law as it shall then appear. Any waiver of any provision
         of this Agreement shall not constitute a waiver of any other provision
         of this Agreement unless expressly so indicated otherwise.

                (III) The failure of either party to insist upon strict
         adherence to any term of this Agreement on any occasion shall not be
         considered a waiver thereof or deprive such party of the right
         thereafter to insist upon strict adherence to that term or any other
         term of the Agreement. Company reserves the right to seek appropriate
         damages, including attorneys' fees and injunctive relief, should
         Employee violate this Agreement.

                (IV) The validity, interpretation, and performance of this
         Agreement shall be construed and interpreted according to the laws of
         the State of Michigan, without giving effect to the principles of
         conflicts of law thereof.

                (V) You may not assign any of your rights or delegate any of
         your duties under this Agreement. The rights and obligations of the
         Company under this Agreement shall inure to the benefit of the
         successors and assigns of the Company.

                (VI) Employee acknowledges that he/she is fully aware
         of this Agreement's contents and of its legal effects. Employee also
         hereby acknowledges that he/she has been advised by the Company of
         her/his right to consult with an attorney regarding this Agreement
         prior to its execution. Employee understands her/his right to have this
         Agreement reviewed by an attorney and acknowledges that the Company has
         advised and encouraged her/him to consult with an attorney so that she
         is fully aware of her rights and obligations under this Agreement.
         Employee has twenty-one (21) days from the date he/she receives this
         Agreement to sign it and return it to the Company. In the event
         Employee signs this Agreement, he/she shall have seven (7) days
         thereafter to revoke this Agreement. A revocation must be in writing
         and delivered to the person who executed this Agreement on behalf of
         the Company. If this Agreement is not revoked within the seven (7) day
         period, it will be fully enforceable without any further affirmative
         action by any party.
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                (VII) This Agreement has been executed freely, knowingly and
         voluntarily by Employee without duress, coercion, or undue influence,
         with a full and free understanding of its terms. This Agreement
         supercedes all prior oral and written agreements, if any, with respect
         to the subject matter hereof between the parties. This Agreement may
         not be changed except in writing and signed by both Employee and an
         authorized officer of the Company.

YOU REPRESENT THAT YOU HAVE READ THE FOREGOING AGREEMENT, FULLY UNDERSTAND THE
TERMS AND CONDITIONS OF SUCH AGREEMENT, AND ARE VOLUNTARILY EXECUTING THE SAME.
IN ENTERING INTO THIS AGREEMENT, YOU DO NOT RELY ON ANY REPRESENTATION, PROMISE
OR INDUCEMENT MADE BY THE COMPANY, WITH THE EXCEPTION OF THE CONSIDERATION
DESCRIBED IN THIS DOCUMENT.

/s/ Karen R. Danner                       /s/ Scott W. Smith
-------------------------------           -------------------------------------
Karen R. Danner                           Childtime Learning Centers Inc.

Dated: April 14, 2003                     By: Scott W. Smith
       ------------------------               ---------------------------------
                                          Title: V.P. Human Resources
                                                -------------------------------

                                          Dated: April 24, 2003
                                                -------------------------------




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                         Waiver of 21 Day Review Period



         I, Karen R. Danner acknowledge that I was informed and understand that
I have 21 days within which to consider the attached Separation Agreement and
Release, have had the opportunity to consult with an attorney regarding such
Agreement and have considered carefully every provision of the Agreement, and
that after having engaged in those actions, I prefer to and have requested that
I enter into the Agreement prior to the expiration of the 21-day period.


Dated: April 15, 2003                   Employee /s/ Karen R. Danner
      ------------------------------             -----------------------------


Dated: April 15, 2003                   Witness  /s/ Courtney Danner
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