<PAGE>

                                                                   EXHIBIT 10.20

                         NOBEL EDUCATION DYNAMICS, INC.
                            EXECUTIVE SEVERANCE PAY
                                 PLAN STATEMENT
                                      AND
                            SUMMARY PLAN DESCRIPTION



Issued March, 1997
<PAGE>

                               TABLE OF CONTENTS

                                                          Page
                                                          ----
<TABLE>
<CAPTION>


<S>               <C>                                      <C>
PART 1.  DEFINITIONS.....................................   1
     (S)1.1       Board..................................   1
     (S)1.2       Change in Control......................   1
     (S)1.3       Company................................   2
     (S)1.4       Eligible Employee......................   2
     (S)1.5       Employer...............................   3
     (S)1.6       Monthly Pay............................   3
     (S)1.7       Plan...................................   3
     (S)1.8       Plan Administrator.....................   3
     (S)1.9       Plan Statement.........................   3
     (S)1.10      Plan Year..............................   4
     (S)1.11      Termination Event......................   4
     (S)1.12      Years of Service.......................   4

PART 2.  PARTICIPATION...................................   4
     (S)2.1       Commencement of Participation..........   4
     (S)2.2       Eligibility for Severance Benefits.....   4

PART 3.  SEVERANCE BENEFITS; FUNDING.....................   6
     (S)3.1       Severance Benefits.....................   6
     (S)3.2       Plan Not Funded........................   7
     (S)3.3       Limitations Concerning Excess Parachute
                  Payments...............................   7

PART 4.  FORM AND TIMING OF SEVERANCE PAYMENTS...........   8
     (S)4.1       Severance Allowance....................   8
     (S)4.2       Bonus..................................   8
     (S)4.3       Payments After Death...................   8

PART 5.  OTHER PLAN FEATURES.............................   8
     (S)5.1       Assignment of Benefit Prohibited.......   8
     (S)5.2       Claims and Controversies...............   8
     (S)5.3       Amendment or Termination of Plan.......  10

PART 6.  ADDITIONAL INFORMATION..........................  10
     (S)6.1       Type of Plan...........................  10
     (S)6.2       Plan Sponsor...........................  10
     (S)6.3       Plan Administrator.....................  10
     (S)6.4       Service of Legal Process...............  10
     (S)6.5       Governing Law..........................  11
     (S)6.6       Severability...........................  11
     (S)6.7       Entire Agreement.......................  11
     (S)6.8       Successor Employer.....................  11
</TABLE>

                                      -i-
<PAGE>

                         NOBEL EDUCATION DYNAMICS, INC.
                            EXECUTIVE SEVERANCE PAY
                                 PLAN STATEMENT
                                      AND
                            SUMMARY PLAN DESCRIPTION



          Effective as of January 1, 1997, Nobel Education Dynamics, Inc. (the
"Company"), a Delaware corporation, has established the "Nobel Education
Dynamics, Inc. Executive Severance Pay Plan" (hereinafter referred to as the
"Plan") for the benefit of eligible employees.  The terms of the Plan are set
forth in this document and they entirely supersede and replace all prior rules
and policies regarding severance benefits.  This document is intended to give
participants an easily understood explanation of the major features of the Plan.

          The Plan provides severance benefits on account of a termination event
with respect to an eligible employee.  All payments will be made from the
general corporate assets of the Company or an affiliated employer.  The payments
will not be contingent directly or indirectly upon the retirement of an
employee.


                              PART 1.  DEFINITIONS

          When the following terms are used in this document with initial
capital letters, they shall have the following meanings:

          (S)1.1 Board - the Board of Directors of the Company.
                 -----

          (S)1.2 Change in Control - a "Change in Control" shall be deemed to
                 -----------------
have taken place if:

          (a) any person, including a group, becomes the beneficial owner of
shares of the Company having 50 percent or more of the total number of votes
that may be cast for the election of directors of the Company;

          (b) any person, including a group, becomes the beneficial owner of
shares of the Company having 25 percent or more of the total number of votes
that may be cast for the election of directors of the Company, unless such
person's acquisition of such percentage of stock has been approved by at least
two-thirds of the directors in office on the date immediately preceding the date
such percentage ownership is first attained (other than Excluded Members);

          (c) there occurs any cash tender or exchange offer for shares of the
Company, merger or other business combination, or sale of assets, or any
combination of the
<PAGE>

foregoing transactions, and as a result of or in connection with any such event
persons who were directors of the Company before the event shall cease to
constitute a majority of the Board or of the board of directors of any successor
to the Company; or

          (d) at any date ("Reference Date"), 50 percent or more of the members
of the Board consists of persons other than (i) persons who were members of the
Board two years prior to the Reference Date (other than Excluded Members) and
(ii) Approved Members.

          For purposes of subsections (b) and (d) above, (i) an "Approved
Member" shall mean any director (other than an Excluded Member) whose election
by the Board or nomination for election by the stockholders of the Company was
approved by a vote of at least two-thirds of the directors in office on the date
of approval who either were directors (A) on the date two years prior to the
Reference Date or (B) who had previously become Approved Members; and (ii) an
"Excluded Member" is any director (A) designated or nominated by, or affiliated
with, a person who has entered into an agreement with the Company to effect a
transaction described in subsection (c) above, or (B) who initially assumed
office as a result of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 under the Securities Exchange Act of 1934 (the
"Exchange Act")) or other actual or threatened solicitation of proxies or
contests by or on behalf of a person other than the Board (a "Proxy Contest"),
including by reason of any agreement intended to avoid or settle any Election
Contest or Proxy Contest.

          As used in this Section 1.2, the terms "person" and "beneficial owner"
have the same meanings as such terms under section 13(d) of the Exchange Act and
the rules and regulations promulgated thereunder.

          (S)1.3 Company - Nobel Education Dynamics, Inc., a Delaware
                 -------
corporation.

          (S)1.4 Eligible Employee - the following employees who hold the
                 -----------------
position indicated, or should such employee cease to be employed in such
position prior to a Change in Control, the employee who succeeds to such
position, as well as such other additional employees or positions as determined
by written resolution of the Board from time to time:  A.J. Clegg, Chairman,
Chief Executive Officer, and President; John R. Frock, Executive Vice President
- Corporate Development; Brian Zwaan, Chief Financial Officer and Executive Vice
President; D. Scott Clegg, Executive Vice President - Operations; Yvonne
DeAngelo, Vice President - Finance & Administration; Robin Eglin, Vice President
- Real Estate Development; Barry S. Swirsky, General Counsel; and Barbara
Presseisen, Vice President - Education.

                                      -2-
<PAGE>

          (S)1.5  Employer - the Company and any corporation which is a member
                  --------
of a controlled group (as defined in section 414(c) of the Internal Revenue Code
of 1986, as amended (the "Code")) which includes the Company.

          (S)1.6 Monthly Pay - one-twelfth of your highest base salary rate
                 -----------
(excluding bonus payments, overtime and any other extra payments) from the
Employer which is in effect in the calendar year in which a Change in Control
occurs (annualized on the basis of a 52-week year).  The calculation of your
Monthly Pay is made on a pre-tax basis.

          (S)1.7 Plan - the severance pay plan of the Company established for
                 ----
the benefit of Eligible Employees.  (As used herein, "Plan" refers to the
program established by the Company and not the document pursuant to which the
Plan is maintained.  That document is referred to herein as the "Plan
Statement.")  The Plan shall be referred to as the "Nobel Education Dynamics,
Inc. Executive Severance Pay Plan."

          (S)1.8 Plan Administrator - the Company's Compensation Committee as it
                 ------------------
is constituted on the date preceding the date of a Change in Control; provided,
however, that should a majority of the members of such Committee refuse to so
serve following a Change in Control, the Plan Administrator shall be a person or
committee appointed by the Board and approved by at least 51 percent of the Plan
participants; and further provided, that should the Company and 51 percent of
the Plan participants fail to agree on such a successor Plan Administrator, the
Plan Administrator shall be appointed by the arbitrators acting pursuant to
Section 5.2(c).  The Plan Administrator shall have the responsibility, power,
authority and discretion to supervise and control the operation of the Plan in
accordance with the terms of the Plan Statement.  The Plan Administrator shall
be the "named fiduciary" of the Plan within the meaning of section 402 of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").  If the
Plan Administrator is a committee, a majority of the members of such committee
shall constitute a quorum for the transaction of business related to the Plan.
All resolutions or other actions taken by such committee at any meeting shall be
by vote of the majority of members of such committee.  Resolutions may be
adopted or other action taken without a meeting upon written consent signed by
all members of such committee.

          (S)1.9 Plan Statement - this document entitled "Nobel Education
                 --------------
Dynamics, Inc. Executive Severance Pay Plan Statement and Summary Plan
Description" as adopted by the Company, effective as of January 1, 1997, as the
same may be amended from time to time thereafter.

                                      -3-
<PAGE>

          (S)1.10  Plan Year - the 12-consecutive month period beginning on any
                   ---------
January 1 and ending on the following December 31.

          (S)1.11      Termination Event - an event described in Section 2.2(b).
                       -----------------

          (S)1.12      Years of Service - the number of 12-month periods
                       ----------------
beginning on your first day of work with the Employer and ending on the date a
Termination Event occurs; provided, however, if you incur a break in service of
longer than two months in any such 12-month period, such 12-month period shall
not count as a Year of Service.  If you work at least 10 months in any such 12-
month period, you will receive credit for one Year of Service.  Partial Years of
Service shall be disregarded.


                             PART 2.  PARTICIPATION

          (S)2.1 Commencement of Participation - You become a  participant in
                 -----------------------------
the Plan on the date you become an Eligible Employee, or January 1, 1997,
whichever is later.

          (S)2.2 Eligibility for Severance Benefits -
                 ----------------------------------

          (a) In General.  You are eligible to receive severance benefits under
              ----------
the Plan if you experience a Termination Event on or after the date you become a
participant in the Plan.

          (b) Termination Event.  Except as provided in Section 2.2(c), a
              -----------------
Termination Event occurs if, prior to the date which is the number of months
following the date of a Change in Control equal to six plus the number of months
of Monthly Pay you would be entitled to under Section 3.1(a), you cease to be
employed by the Employer for any of the reasons set forth in (1), (2) or (3)
below:

                       (1)   the Employer terminates your employment; or

                       (2)   you terminate employment with the Employer as a
                             result of any of the following events occurring
                             after a Change in Control:

                             (A)    your position is materially adversely
                                    changed from the description of your
                                    position in Appendix A attached hereto;

                             (B)    you are assigned duties and responsibilities
                                    that are

                                      -4-
<PAGE>

                                    inconsistent, in a material respect, with
                                    the scope of duties and responsibilities
                                    associated with the description of your
                                    position in Appendix A attached hereto;

                             (C)    your compensation plan is reduced as
                                    compared to your compensation plan
                                    immediately before the Change in Control; or

                             (D)    the Employer requires you to be  based at
                                    any office which is more than 25 miles
                                    further from your residence on the date such
                                    requirement is imposed than the Employer's
                                    location on the day before a Change in
                                    Control (other than travel reasonably
                                    required in the performance of your
                                    responsibilities); or

                       (3)   prior to the date which is one month following the
                             date of a Change in Control, you terminate
                             employment with the Employer for any reason (or
                             give the Employer notice thereof).

          (c) Terminations Not Qualifying as Termination Events -
              -------------------------------------------------
Notwithstanding Section 2.2(b), you are not eligible to receive severance
benefits under the Plan if one of the following applies:

                       (1)   your employment with the Employer is involuntarily
                             terminated due to your act or acts of dishonesty
                             which you intended to result in your personal
                             enrichment;

                       (2)   prior to the occurrence of an event described in
                             Sections 2.2(b)(2)(A)-(D), your employment with the
                             Employer is involuntarily terminated due to your
                             documented willful and deliberate insubordination;

                       (3)   your employment with the Employer is involuntarily
                             terminated because you have been convicted of a
                             felony; or

                                      -5-
<PAGE>

                       (4)   (A)your employment with the Employer is terminated,
                             but prior to the date which is seven days after
                             such termination, you are offered employment by
                             the buyer of the entire (or substantially all of
                             the) business of the Company following a sale or
                             divestiture by the Company of such business, on
                             terms which if such employment continued with the
                             Employer, would not give you the right to
                             Severance benefits under Section 2.2(b)(2), and
                             you do not accept such employment, and (B) such
                             successor has assumed all Plan liabilities as
                             required by Section 6.8; or

                       (5)   any other voluntary or involuntary termination not
                             described in Section 2.2(b).


                      PART 3.  SEVERANCE BENEFITS; FUNDING

          (S)3.1 Severance Benefits - If you experience a Termination Event,
                 ------------------
your severance benefits are as follows, subject to Section 3.3:

          (a) Severance Allowance.  The Employer will pay you a severance
              -------------------
allowance equal to your Monthly Pay multiplied by six plus:
                                                      ----

                       (1)   if you have not completed three Years of Service as
                             of the date a Termination Event occurs, your
                             Monthly Pay multiplied by the number of Years of
                             Service you have completed as of the date a
                             Termination Event occurs; or

                       (2)   if you have completed at least three Years of
                             Service as of the date a Termination Event occurs,
                             your Monthly Pay multiplied by two times the number
                             of Years of Service you have completed as of the
                             date a Termination Event occurs, up to a maximum of
                             12 (i.e., an aggregate maximum severance allowance
                                 ----
                             equal to your Monthly Pay multiplied by 18).

                                      -6-
<PAGE>

          (b) Bonus.  The Employer will pay you the bonus, if any, that you
              -----
would have received had you been employed by the Employer on the day on which,
absent this provision, you would have had to have been employed to receive a
bonus for the bonus period in which the Termination Event occurs, prorated for
the portion of the bonus period occurring prior to your Termination Event.

          (c) Vacation Days.  The Employer will pay you the cash-value of the
              -------------
vacation days to which you are entitled, but which you have not used, on the day
before the Termination Event occurs.

          (d) Medical and Group Term Life Insurance.  The Employer will provide
              -------------------------------------
you the medical insurance and group term life insurance that you were entitled
to on the day before a Change in Control occurs, for a period beginning with the
date a Termination Event occurs and continuing over the number of months of
Monthly Pay determined under subsection (a) (i.e., a maximum of 18 months).
                                             ----

          (S)3.2 Plan Not Funded - The Employer will not make any contributions
                 ---------------
to fund this Plan.  Any severance payments made pursuant to the Plan will be
paid out of the general funds of the Employer, and as a participant, you will
not have any secured or preferred interest by way of trust, escrow, lien or
otherwise in any specific assets.  As a participant, your rights shall be solely
those of an unsecured general creditor of the Employer.

          (S)3.3 Limitations Concerning Excess Parachute Payments.  This Section
                 ------------------------------------------------
shall be interpreted and applied to limit amounts otherwise payable to an
Eligible Employee under the Plan only to the extent required to avoid any
material risk of the imposition of excise taxes on the Eligible Employee under
section 4999 of the Code, or the disallowance of a deduction to the Employer
under section 280G(a) of the Code.  Notwithstanding any other provision of the
Plan, severance benefits payable under Section 3.1 of the Plan, to the extent
they are parachute payments (as defined in section 280G(b)(2) of the Code),
shall be modified to the extent necessary so that the aggregate present value
(as defined in section 280G(d)(4) of the Code) of such parachute payments
payable under the Plan and any other parachute payments (as defined in section
280G(b)(2) of the Code) payable pursuant to any other plan or agreement between
the Eligible Employee and the Employer shall be at least one dollar less than
three times the Eligible Employee's base amount (as defined in section
280G(b)(3) of the Code).

                                      -7-
<PAGE>

                PART 4.  FORM AND TIMING OF SEVERANCE PAYMENTS

          (S)4.1 Severance Allowance - Your severance allowance under Section
                 -------------------
3.1(a) will normally be paid to you in a lump sum payment within 30 days
following a Termination Event.  The Plan Administrator may, however, (i) delay
the lump sum payment to a date no more than three months following a Termination
Event, or (ii) modify the method of payment to installments coincident with
normal payroll cycles, if the Plan Administrator, in its sole discretion,
determines that the Company's cash resources are insufficient to make a lump sum
payment.  In no event, however, shall the Plan Administrator delay payment or
modify the method of payment solely on account of your request to do so.

          (S)4.2 Bonus - Your bonus, if any, under Section 3.1(b) will be paid
                 -----
to you in a lump sum payment on the date the bonus would have been paid to you
had you remained employed by the Employer.

          (S)4.3 Payments After Death - If severance allowance (under Section
                 --------------------
3.1(a)) and/or bonus (under Section 3.1(b)) remains unpaid at your death, the
remaining amount will be paid in a lump sum to the beneficiary you most recently
designated with respect to the Plan.  In the event no such beneficiary has been
designated or survives you, your most recent beneficiary designation with
respect to the group term life insurance provided by the Employer shall govern.


                          PART 5.  OTHER PLAN FEATURES

          (S)5.1 Assignment of Benefit Prohibited - No severance benefits under
                 --------------------------------
this Plan shall be subject in any manner to anticipation, alienation, assignment
(either at law or in equity), encumbrance, garnishment, levy, execution or other
legal or equitable process.

          (S)5.2 Claims and Controversies - Benefits will be paid from the Plan
                 ------------------------
to you, your personal representative or beneficiary only after a proper written
claim for the benefits has been filed with the Plan Administrator.  If you
believe you may be entitled to benefits, or if you are in disagreement with any
determination that has been made, follow the following procedure:

          (a)  Making a Claim.  Your claim must be written and must be
               --------------
delivered to the Plan Administrator.  Within 30 days after you deliver your
claim, you will receive a decision.  If your claim is wholly or partially
denied, you will receive a written notice specifying:  (i) the reasons for
denial; (ii) the Plan provisions on which the denial is based; and (iii) any
additional information needed from you in connection with the claim and the
reason such information is needed.  You also will

                                      -8-
<PAGE>

receive a copy of paragraph (b) below concerning your right to request a review.

          (b) Requesting Review of a Denied Claim. You may request that a denied
              -----------------------------------
claim be reviewed.  Your request for review must be written and must be
delivered to the Plan Administrator within 60 days after you receive the written
notice that your claim was denied.  Your request for review may (but is not
required to) include issues and comments you want considered in the review.  You
may examine pertinent Plan documents by asking the Plan Administrator.  Within
30 days after you deliver your request for review, you will receive a decision.
The decision will be in writing and will specify the Plan provisions on which it
is based.

          (c) Arbitration.  In the event any controversy or claim arising out of
              -----------
or relating to the Plan or the breach, termination or validity thereof is not
resolved pursuant to subsection (a) or subsection (b), such controversy or claim
shall be settled by arbitration by three arbitrators in accordance with the
Center for Public Resources, Inc. Non-Administered Arbitration Rules, and
judgment upon the award rendered by the arbitrators may be entered by any court
having jurisdiction thereof.

          (d) In General. This Section 5.2 shall be the sole method in which
              ----------
controversies or claims under this Plan shall be determined.  All decisions on
claims and on review of denied claims under subsections (a) and (b) will be made
by the Plan Administrator.  The Plan Administrator may, in its discretion, hold
one or more hearings.  If you do not receive a decision within the specified
time, you should assume your claim was denied or re-denied on the date the
specified time expired.  You may have an attorney or other representative act on
your behalf.  The Plan Administrator shall have the sole discretion to carry out
its duties under the Plan, to construe and interpret the provisions of the Plan,
and to determine all questions concerning benefit entitlements, including the
power to construe and determine disputed or doubtful terms.  To the maximum
extent permissible under law, the Plan Administrator's determinations on all
such matters shall be final and binding on all persons involved.

          If your claim is denied under Section 5.2(a), and approved on appeal
under Section 5.2(b) or pursuant to arbitration under Section 5.2(c), the
Company (i) will pay your legal fees associated with the claim, appeal and
arbitration, (ii) will pay you interest on the severance benefits payable under
subsections (a), (b) and (c) of Section 3.1, at the prime rate stated in The
                                                                         ---
Wall Street Journal on the date of your Termination Event, and over the period
-------------------
ending on the date payment is made and beginning (A) with respect to benefits
payable

                                      -9-
<PAGE>

pursuant to Section 3.1(a) and (c), on the date of your Termination Event, and
(B) with respect to any bonus payable pursuant to Section 3.1(b), on the date
the bonus would have been paid to you had you continued to be employed by the
Employer, and (iii) will reimburse you or your beneficiary(ies) for, and pay to
your beneficiary(ies) any medical and group term life insurance benefits,
respectively, which would have been reimbursed or paid had your medical and
group term life insurance benefits been provided in accordance with Section
3.1(d) on and after the date of your Termination Event.

          (S)5.3 Amendment or Termination of Plan - The Company, by written
                 --------------------------------
action of the Board, reserves the right to amend the Plan and the provisions of
the Plan Statement or to terminate the Plan at any time, provided that no such
amendment or termination shall impair your rights under the Plan if a Change in
Control occurs before the date of such amendment or termination.  If either of
these actions is taken, you will be notified.


                        PART 6.  ADDITIONAL INFORMATION

          (S)6.1 Type of Plan - The Plan is a severance pay welfare benefit plan
                 ------------
which is intended to be a plan solely covering a select group of management or
highly compensated employees within the meaning of section 201(2) of ERISA and
the regulations issued thereunder.  The Plan is not a pension benefit plan.

          (S)6.2 Plan Sponsor - The name of the employer sponsoring the Plan and
                 ------------
its federal employer identification number ("EIN") are:

                         Nobel Education Dynamics, Inc.
                         Rose Tree Corporate Center II
                           1400 North Providence Road
                                   Suite 3055
                                Media, PA  19063

                           Telephone:  (610-691-8200)

                                EIN:  22-2465204

          (S)6.3 Plan Administrator - The Plan is administered by the Plan
                 ------------------
Administrator.  Communications addressed to the Plan Administrator should be
sent to the address listed in Section 6.2.

          (S)6.4 Service of Legal Process - The General Counsel of the Company,
                 ------------------------
or should there be no General Counsel, the President of the Company, is
designated as agent for service of legal process against the Plan.

                                     -10-
<PAGE>

          (S)6.5  Governing Law - The law of the Commonwealth of Pennsylvania
                  -------------
shall be the controlling state law in all matters relating to the Plan and shall
apply to the extent it is not preempted by the ERISA.

          (S)6.6 Severability - If any provision of the Plan Statement shall be
                 ------------
held invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision, and the Plan Statement shall be construed and
enforced as if such provision had not been included.

          (S)6.7 Entire Agreement - This Plan Statement contains the entire
                 ----------------
agreement by the Employer with respect to the subject matter hereof.  No
modification or claim of waiver of any of the provisions hereof shall be valid
unless in writing and signed by the party against whom such modification or
waiver is sought to be enforced.

          (S)6.8 Successor Employer - In the event of the dissolution, merger,
                 ------------------
consolidation, or reorganization of the Company, or the sale of the entire (or
substantially all of the) business of the Company, the Plan shall be continued
by the Company's successor.  The successor shall assume all Plan liabilities and
shall have the powers, duties and responsibilities of the Company under the
Plan.

          IN WITNESS WHEREOF, Nobel Education Dynamics, Inc. has caused this
Plan Statement to be duly executed this ____ day of ________________________,
1997.

Attest:                      NOBEL EDUCATION DYNAMICS, INC.



_________________________    By:______________________________
Secretary                                 President

[Corporate Seal]


                                     -11-
<PAGE>

                                   APPENDIX A



Chief Executive Officer

Chief executive officer, with final authority in making all decisions regarding
the Company and its subsidiaries, subject to any required approval of the
Company's board of directors.


Executive Vice President; Chief Financial Officer

Reports directly to the president, chairman and/or chief executive officer.
Manages all financial operations of the Company and subsidiaries, including
accounting, treasury, financing, payroll, internal reporting and external
reporting.  Manages human resource function and MIS department.  Manages
relations with lenders, investment bankers and stock analysts.  Evaluates
financial impact of acquisitions and new center development, granting approval
where appropriate.  Manages annual Five Year Business Plan process/assist in
Long Range Strategic Planning.  Member of the Company's executive management
team.


Executive Vice President - Corporate Development

Reports directly to the president, chairman and/or chief executive officer and
charged with implementation of growth plans of Company through new school
development and acquisitions plus appropriate divestitures.  Vice President of
Real Estate Development and General Counsel report to this position.  Member of
the Company's executive management team.


Executive Vice President - Operations

Reports directly to the president, chairman and/or chief executive officer and
charged with responsibility for the financial performance and quality of all
school operations nationwide.  This includes day-to-day operations of all
company locations, as well as the successful opening of all new school projects
and successful transition of all acquisitions.  Coordinates all marketing
programs.  Bottom-line responsibility for all operations as well as the
operations G&A/Budget function.  The following positions report directly to the
COO/EVP: Vice President of Operations and for each geographic territory
Regional Managers, not reporting to an operations Vice President.  Member of the
Company's executive management team.


                                     -12-
<PAGE>

Vice President - Education

Reports directly to the president, chairman and/or chief executive officer and
charged with overseeing all matters that pertain to the quality of education
programs offered by the Company.  Responsible for setting and maintaining
standards and policies related to educational issues of both internal and
external concern and overseeing such adherence within the schools.  Member of
the Company's executive management team.


Vice President - Real Estate Development

Responsible for all activities relating to new school development and the
appropriate budgeting commitments.  Member of the Company's executive management
team.


Vice President - Administration and Finance

Reports to chief financial officer.  Oversees accounting and payroll functions
(accounts payable, cash management, accounts receivable, general ledger and
payroll).  Responsibilities include closing books and records monthly, weekly
operations reporting, monthly management report of operations, quarterly and
annual external (SEC) reporting (10-K's, 10-Q's and financial portions of 8-K),
acquisition analysis, financial due diligence and transition.  Additional
responsibilities are insurance and tax analysis, assist in formulating and
producing annual budgets, quarterly forecasts and Strategic Five Year Plan,
oversight of internal audit function, stock transactions and annual meeting
vote.  Member of the Company's executive management team.


General Counsel

Responsible for all legal affairs of the Company and its subsidiaries.
Participates in business decisions regarding corporate development including new
school development, acquisitions and divestitures.  Member of the Company's
executive management team.

                                     -13-