2002 STOCK PURCHASE AND OPTION PLAN
                         FOR KEY CALIFORNIA EMPLOYEES OF
               KINDERCARE LEARNING CENTERS, INC. AND SUBSIDIARIES


1.   Purpose of Plan

     The 2002 Stock Purchase and Option Plan for Key California Employees of
KinderCare Learning Centers, Inc. and Subsidiaries (the "Plan") is designed:

     (a) to promote the long term financial interests and growth of KinderCare
Learning Centers, Inc. (the "Corporation") and its Subsidiaries by attracting
and retaining management personnel with the training, experience and ability to
enable them to make a substantial contribution to the success of the
Corporation's business;

     (b) to motivate management personnel by means of growth-related incentives
to achieve long range goals; and

     (c) to further the identity of interests of participants with those of the
stockholders of the Corporation through opportunities for increased stock, or
stock-based, ownership in the Corporation.

2.   Definitions

     As used in the Plan, the following words shall have the following meanings:

     (a) "Grant" means an award made to a Participant pursuant to the Plan and
described in Paragraph 5.

     (b) "Grant Agreement" means an agreement between the Corporation and a
Participant that sets forth the terms, conditions and limitations applicable to
a Grant.

     (c) "Board of Directors" means the Board of Directors of the Corporation.

     (d) "Committee" means the Compensation Committee of the Board of Directors.

     (e) "Common Stock" or "Share" means common stock of the Corporation which
may be authorized but unissued, or issued and reacquired.

     (f) "Employee" means a person, including an officer, in the regular
full-time employment of the Corporation or one of its Subsidiaries who, in the
opinion of the Committee, is, or is expected, to be primarily responsible for
the management, growth or protection of some part or all of the business of the
Corporation.

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

     (h) "Fair Market Value" means such value of a Share as reported for stock
exchange transactions and/or determined in accordance with any applicable
resolutions or regulations of the Committee in effect at the relevant time.

     (i) "Participant" means an Employee, or other person having a unique
relationship with the Corporation or one of its Subsidiaries, to whom one or
more Grants have been made and such Grants have not all been forfeited or
terminated under the Plan; provided, however, that a non-employee director of
the Corporation or one of its Subsidiaries may not be a Participant.

     (j) "Stock-Based Grants" means the collective reference to the grant of
Stock Appreciation Rights, Dividend Equivalent Rights, Purchase Stock,
Restricted Stocks and Other Stock Based Grants.

     (k) "Stock Options" means the collective reference to "Incentive Stock
Options" and "Other Stock Options".

     (l) "Subsidiary" means any corporation other than the Corporation in an
unbroken chain of corporations beginning with the Corporation if each of the
corporations other than the last corporation in the unbroken chain owns 50% or
more of the voting stock in one of the other corporations in such chain.

3.   Administration of Plan

     (a) The Plan shall be administered by the Committee. The members of the
Committee shall qualify to administer the Plan for purposes of Rule 16b-3 (and
any other applicable rule) promulgated under Section 16(b) of the Exchange Act
to the extent that the Corporation is subject to such rule. The Committee may
adopt its own rules of procedure, and the action of a majority of the Committee,
taken at a meeting or taken without a meeting by a writing signed by such
majority, shall constitute action by the Committee. The Committee shall have the
power and authority to administer, construe and interpret the Plan, to make
rules for carrying it out and to make changes in such rules. Any such
interpretations, rules, and administration shall be consistent with the basic
purposes of the Plan.

     (b) The Committee may delegate to the Chief Executive Officer and to other
senior officers of the Corporation its duties under the Plan subject to such
conditions and limitations as the Committee shall prescribe except that only the
Committee may designate and make Grants to Participants who are subject to
Section 16 of the Exchange Act.

     (c) The Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, the Corporation, and the
officers and directors of the Corporation shall be entitled to rely upon the
advice, opinions or valuations of any such persons. All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and binding upon all Participants, the Corporation and all other
interested

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persons. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
the Grants, and all members of the Committee shall be fully protected by the
Corporation with respect to any such action, determination or interpretation.

4.   Eligibility

     The Committee may from time to time make Grants under the Plan to such
Employees or other persons having a relationship with Corporation or any of its
Subsidiaries, and in such form and having such terms, conditions and limitations
as the Committee may determine. No Grants may be made under this Plan to
non-employee directors of Corporation or any of its Subsidiaries. Grants may be
granted singly, in combination or in tandem. The terms, conditions and
limitations of each Grant under the Plan shall be set forth in a Grant
Agreement, in a form approved by the Committee, consistent, however, with the
terms of the Plan; provided, however, that such Grant Agreement shall contain
provisions dealing with the treatment of Grants in the event of the termination,
death or disability of a Participant, and may also include provisions concerning
the treatment of Grants in the event of a change of control of Corporation.

5.   Grants

      From time to time, the Committee will determine the forms and amounts
of Grants for Participants.  Such Grants may take the following forms in the
Committee's sole discretion:

      (a)  Incentive Stock Options - These are stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("Code"), to purchase Common Stock.  In addition to other restrictions
contained in the Plan, an option granted under this Paragraph 5(a), (i) must
be granted within ten years from the earlier of (A) the date the Plan is
adopted and (B) the date the Plan is approved by the stockholders, (ii) may
not be exercised more than 10 years after the date it is granted, (iii) may
not have an option price less than the Fair Market Value of Common Stock on
the date the option is granted, except that the price shall not be less than
110% of the fair value in the case of any person who owns securities
possessing more than 10% of the total combined voting power of all classes of
securities of the Corporation or its parent or Subsidiaries possessing voting
power, (iv) must otherwise comply with Code Section 422 and (v) must be
designated as an "Incentive Stock Option" by the Committee.  The maximum
aggregate Fair Market Value of Common Stock (determined at the time of each
Grant) with respect to which any Participant may first exercise Incentive
Stock Options under this Plan and any Incentive Stock Options granted to the
Participant for such year under any plans of the Corporation or any
Subsidiary in any calendar year is $100,000.  Payment of the option price
shall be made in cash or in shares of Common Stock, or a combination thereof,
in accordance with the terms of the Plan, the Grant Agreement, and of any
applicable guidelines of the Committee in effect at the time.

      (b)  Other Stock Options - These are options to purchase Common Stock
which are not designated by the Committee as "Incentive Stock Options."  At
the time of the Grant the Committee shall determine, and shall have contained
in the Grant Agreement or other Plan rules,

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the option exercise period, the option price, and such other conditions or
restrictions on the grant or exercise of the option as the Committee deems
appropriate, which may include the requirement that the grant of options is
predicated on the acquisition of Purchase Shares under Paragraph 5(e) by the
Optionee. In addition to other restrictions contained in the Plan, an option
granted under this Paragraph 5(b), (i) may not be exercised more than 10 years
after the date it is granted and (ii) may not have an option exercise price less
than 85% of the Fair Market Value of Common Stock on the date the option is
granted, except that the exercise price may not be less than 110% of the fair
value on the case of any person who owns securities possessing more than 10% of
the total combined voting power of all classes of securities of the Corporation
of its parent or Subsidiaries possessing voting power. Payment of the option
price shall be made in cash or in shares of Common Stock, or a combination
thereof, in accordance with the terms of the Plan and of any applicable
guidelines of the Committee in effect at the time.

      (c)  Stock Appreciation Rights - These are rights that on exercise
entitle the holder to receive the excess of (i) the Fair Market Value of a
share of Common Stock on the date of exercise over (ii) the Fair Market Value
on the date of Grant (the "base value") multiplied by (iii) the number of
rights exercised as determined by the Committee.  Stock Appreciation Rights
granted under the Plan may, but need not be, granted in conjunction with an
Option under Paragraph 5(a) or 5(b).  The Committee, in the Grant Agreement
or by other Plan rules, may impose such conditions or restrictions on the
exercise of Stock Appreciation Rights as it deems appropriate, and may
terminate, amend, or suspend such Stock Appreciation Rights at any time.  No
Stock Appreciation Right granted under this Plan may be exercised less than 6
months or more than 10 years after the date it is granted except in the event
of death or disability of a Participant.  To the extent that any Stock
Appreciation Right that shall have become exercisable, but shall not have
been exercised or cancelled or, by reason of any termination of employment,
shall have become non-exercisable, it shall be deemed to have been exercised
automatically, without any notice of exercise, on the last day of which it is
exercisable, provided that any conditions or limitations on its exercise are
satisfied (other than (i) notice of exercise and (ii) exercise or election to
exercise during the period prescribed) and the Stock Appreciation Right shall
then have value.  Such exercise shall be deemed to specify that the holder
elects to receive cash and that such exercise of a Stock Appreciation Right
shall be effective as of the time of automatic exercise.

      (d)  Restricted Stock - Restricted Stock is Common Stock delivered to a
Participant with or without payment of consideration with restrictions or
conditions on the Participant's right to transfer or sell such stock;
provided that the price of any Restricted Stock delivered for consideration
and not as bonus stock may not be less than 85% of the Fair Market Value of
Common Stock on the date such Restricted Stock is granted or on the date the
Restricted Stock purchase is consummated, except that the purchase price for
such Restricted Stock may not be less than 100% of the fair market value of
the Restricted Stock, either at the time the person is granted due right to
purchase securities under the Plan or at the time the purchase is
consummated, in the case of any person who owns securities possessing more
than 10% of the total combined voting power of all classes of securities of
the Corporation or its parent or Subsidiaries possessing voting power.  If a
Participant irrevocably elects in writing in the calendar year preceding a
Grant of Restricted Stock, dividends paid on the Restricted Stock

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granted may be paid in shares of Restricted Stock equal to the cash dividend
paid on Common Stock. The number of shares of Restricted Stock and the
restrictions or conditions on such shares shall be as the Committee determines
and shall be set forth in the Grant Agreement, and the certificate for the
Restricted Stock shall bear evidence of the restrictions or conditions. No
Restricted Stock may have a restriction period of less than 6 months, other than
in the case of death or disability.

      (e)  Purchase Stock - Purchase Stock are shares of Common Stock offered
to a Participant at such price as determined by the Committee, the
acquisition of which will make the Participant eligible to receive under the
Plan, including, but not limited to, Other Stock Options; provided, however,
that the price of such Purchase Shares may not be less than 85% of the Fair
Market Value of the Common Stock on the date such shares of Purchase Stock
are offered or on the date the Purchase Stock purchase is consummated, except
that the purchase price for the Purchase Stock may not be less than 100% of
the fair market value of the Purchase Stock, either at the time the person is
granted the right to purchase securities under the Plan or at the time the
purchase is consummated, in the case of any person who owns securities
possessing more than 10% of the total combined voting power of all classes of
securities of the Corporation or its parent or Subsidiaries possessing voting
power.

      (f)  Dividend Equivalent Rights - These are rights to receive cash
payments from the Corporation at the same time and in the same amount as any
cash dividends paid on an equal number of shares of Common Stock to
shareholders of record during the period such rights are effective.  The
Committee, in the Grant Agreement or by other Plan rules, may impose such
restrictions and conditions on the Dividend Equivalent Rights, including the
date such rights will terminate, as it deems appropriate, and may terminate,
amend, or suspend such Dividend Equivalent Rights at any time.

      (g)  Other Stock-Based Grants - The Committee may make other Grants
under the Plan pursuant to which shares of Common Stock (which may, but need
not, be shares of Restricted Stock pursuant to Paragraph 5(d)), are or may in
the future be acquired, or Grants denominated in stock units, including ones
valued using measures other than market value.  Other Stock-Based Grants may
be granted with or without consideration; provided, however, that the price
of any such Grant made for consideration that provides for the acquisition of
shares of Common Stock or other equity securities of the Corporation may not
be less than 85% of the Fair Market Value of the Common Stock or such other
equity securities on the date of grant of such Grant or on the date the
purchase of the Other Stock-Based Grants is consummated, except that the
purchase price for the Other Stock-Based Grants may not be less than 100% of
the fair market value of the Other Stock Based Grants, either at the time the
person is granted the right to purchase securities under the Plan or at the
time the purchase is consummated, in the case of any person who owns
securities possessing more than 10% of the total combined voting power of all
classes of securities of the Corporation or its parent or Subsidiaries
possessing voting power.  Such Other Stock-Based Grants may be made alone, in
addition to or in tandem with any Grant of any type made under the Plan and
must be consistent with the purposes of the Plan.

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6.   Limitations and Conditions

      (a)   The number of Shares available for Grants under this Plan shall
be 100,000 shares of the authorized Common Stock as of the effective date of
the Plan.  The number of Shares subject to Grants under this Plan to any one
Participant shall not be more than 1,000,000 shares.  Unless restricted by
applicable law, Shares related to Grants that are forfeited, terminated,
cancelled or expire unexercised, shall immediately become available for
Grants.

      (b)   At the time a Grant is made or amended or the terms or conditions
of a Grant are changed, the Committee may provide for limitations or
conditions on such Grant.

      (c)   Nothing contained herein shall affect the right of the
Corporation to terminate any Participant's employment at any time or for any
reason.

      (d)  Deferrals of Grant payouts may be provided for, at the sole
discretion of the Committee, in the Grant Agreements.

      (e)   Except as otherwise prescribed by the Committee, the amounts of
the Grants for any employee of a Subsidiary, along with interest, dividend,
and other expenses accrued on deferred Grants shall be charged to the
Participant's employer during the period for which the Grant is made.  If the
Participant is employed by more than one Subsidiary or by both the
Corporation and a Subsidiary during the period for which the Grant is made,
the Participant's Grant and related expenses will be allocated between the
companies employing the Participant in a manner prescribed by the Committee.

      (f)   Other than as specifically provided with regard to the death of a
Participant, or as specifically provided in a Grant Agreement or by the
Committee, no benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to do so shall be void.  No such benefit shall, prior
to receipt thereof by the Participant, be in any manner liable for or subject
to the debts, contracts, liabilities, engagements, or torts of the
Participant.

      (g)   Participants shall not be, and shall not have any of the rights
or privileges of, stockholders of the Corporation in respect of any Shares
purchasable in connection with any Grant unless and until certificates
representing any such Shares have been issued by the Corporation to such
Participants.

      (h)   No election as to benefits or exercise of Stock Options, Stock
Appreciation Rights, or other rights may be made during a Participant's
lifetime by anyone other than the Participant except by a legal
representative appointed for or by the Participant, or as specifically
provided in a Grant Agreement.

      (i)   Absent express provisions to the contrary, any grant under this
Plan shall not be deemed compensation for purposes of computing benefits or
contributions under any retirement plan of the Corporation or its
Subsidiaries and shall not affect any benefits under any other

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benefit plan of any kind or subsequently in effect under which the availability
or amount of benefits is related to level of compensation. This Plan is not a
"Retirement Plan" or "Welfare Plan" under the Employee Retirement Income
Security Act of 1974, as amended.

      (j)   Unless the Committee determines otherwise, no benefit or promise
under the Plan shall be secured by any specific assets of the Corporation or
any of its Subsidiaries, nor shall any assets of the Corporation or any of
its Subsidiaries be designated as attributable or allocated to the
satisfaction of the Corporation's obligations under the Plan.

      (k)   Notwithstanding anything else in this Plan or any Grant
Agreement, subject to Section 7, each Grant of an option under this Plan to a
person who is not an officer, director or consultant of the Company shall
become exercisable at the rate of at least 20 percent of the shares covered
by the option per year over the first five years after the date of the Grant.

      (l)   If, in connection with shares sold pursuant to the Plan
(including shares sold upon exercise of options granted pursuant to the Plan)
to persons other than officers, directors or consultants of the Corporation,
the Board of Directors or the Committee establishes provisions giving the
Corporation a right to repurchase such shares, the repurchase rights shall be
limited to a right to repurchase the shares at the original purchase price,
provided that such right lapses at the rate of at least 20% of the shares per
year over five years from the date the shares are sold or the option is
granted (without respect to the date the option was exercised or became
exercisable).  Any such right to repurchase may only be exercised for cash or
cancellation of a promissory note given as payment for the shares and only
within 90 days of termination of the person's employment (or in the case of
shares issued upon exercise of options after the date of termination, within
90 days after the date of the exercise).

7.   Termination of Employment or Service

      (a)   Unless the Committee determines otherwise, if a Participant's
employment or service with the Corporation terminates for any reason other
than because of termination for cause, permanent disability or death, as
provided in Sections 7(b) and 7(c), Participant's option may be exercised at
any time before the expiration date of the option or the expiration of 30
days after the date of termination, whichever is the shorter period, but only
if and to the extent the Participant was entitled to exercise the option at
the date of termination; provided, however, that, except with a Participant's
employment is terminated for cause, the Committee may not provide for a
post-termination exercise period of less than 30 days.

      (b)   Unless the Committee determines otherwise, Participant's option
shall terminate and no longer be exercisable upon the date of Participant's
termination of employment by the Corporation for cause.

      (c)   Unless the Committee determines, otherwise, Participant's option
shall terminate and no longer be exercisable upon the first anniversary of
the date of Participant's termination of employment by reason of death or
permanent disability; provided, however, that the Committee may not provide
for a post-termination exercise period of less than six months.

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      (d)   For purposes of the Plan, unless the Committee determines
otherwise:  (i)  a transfer of a Participant's employment without an
intervening period of separation among the Corporation and any Subsidiary
shall not be deemed a termination of employment, and (ii) a Participant who
is granted in writing a leave of absence shall be deemed to have remained in
the employ of the Corporation during such leave of absence.

8.   Adjustments

      Subject to Section 9 herein, in the event of any change in the
outstanding Common Stock by reason of a stock split, reverse stock split,
spin-off, stock dividend, stock combination or reclassification,
recapitalization or merger, change of control, or similar event, the
Committee shall make an appropriate and equitable adjustment in the number
and kind of Shares available for Grants under the Plan and in all other share
amounts set forth in the Plan.  In addition, the Committee shall make
appropriate adjustment in the number and kind of shares to which outstanding
options, or portions hereof then unexercised, shall be exercisable, so that
the Participant's proportionate interest before and after the occurrence of
the event is maintained.  Any such adjustment made by the Committee shall be
final and binding upon the Participant, the Corporation and all other
interested persons.

9.   Merger, Consolidation, Exchange, Acquisition, Liquidation or Dissolution

      In its absolute discretion, and on such terms and conditions as it
deems appropriate, coincident with or after the grant of any Stock Option or
any Stock-Based Grant, the Committee may provide that such Stock Option or
Stock-Based Grant cannot be exercised after the merger or consolidation of
the Corporation into another corporation, the exchange of all or
substantially all of the assets of the Corporation for the securities of
another corporation, the acquisition by another corporation of 80% or more of
the Corporation's then outstanding shares of voting stock or the
recapitalization, reclassification, liquidation or dissolution of the
Corporation, and if the Committee so provides, it shall, on such terms and
conditions as it deems appropriate in its absolute discretion, also provide,
either by the terms of such Stock Option or Stock-Based Grant or by a
resolution adopted prior to the occurrence of such merger, consolidation,
exchange, acquisition, recapitalization, reclassification, liquidation or
dissolution, that, for some period of time prior to such event, such Stock
Option or Stock-Based Grant shall be exercisable as to all shares subject
thereto, notwithstanding anything to the contrary herein (but subject to the
provisions of Paragraph 6(b)) and that, upon the occurrence of such event,
such Stock Option or Stock-Based Grant shall terminate and be of no further
force or effect; provided, however, that the Committee may also provide, in
its absolute discretion, that even if the Stock Option or Stock-Based Grant
shall remain exercisable after any such event, from and after such event, any
such Stock Option or Stock-Based Grant shall be exercisable only for the kind
and amount of securities and/or other property, or the cash equivalent
thereof, receivable as a result of such event by the holder of a number of
shares of stock for which such Stock Option or Stock-Based Grant could have
been exercised immediately prior to such event.

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10.  Amendment and Termination

      The Committee shall have the authority to make such amendments to any
terms and conditions applicable to outstanding Grants as are consistent with
this Plan provided that, except for adjustments under Paragraph 8 or 9
hereof, no such action shall modify such Grant in a manner adverse to the
Participant without the Participant's consent except as such modification is
provided for or contemplated in the terms of the Grant.

      The Board of Directors may amend, suspend or terminate the Plan at any
time from time to time.

11.  Foreign Options and Rights

            The Committee may make Grants to Employees who are subject to the
laws of nations other than the United States, which Grants may have terms and
conditions that differ from the terms thereof as provided elsewhere in the
Plan for the purpose of complying with foreign laws.

12.  Withholding Taxes

      The Corporation shall have the right to deduct from any cash payment
made under the Plan any federal, state or local income or other taxes
required by law to be withheld with respect to such payment.  It shall be a
condition to the obligation of the Corporation to deliver shares upon the
exercise of an Option or Stock Appreciation Right, upon payment of
Performance units or shares, upon delivery of Restricted Stock or upon
exercise, settlement or payment of any Other Stock-Based Grant that the
Participant pay to the Corporation such amount as may be requested by the
Corporation for the purpose of satisfying any liability for such withholding
taxes.  Any Grant Agreement may provide that the Participant may elect, in
accordance with any conditions set forth in such Grant Agreement, to pay a
portion or all of such withholding taxes in shares of Common Stock.

13.  Effective Date and Termination Date

      The Plan shall be effective on and as of the date of its approval by
the stockholders of the Corporation and shall continue until the earlier of
(i) the date the Plan is terminated by the Board of Directors pursuant to
Paragraph 10; or (ii) 10 years from the date the Plan is approved by the
stockholders.

14.  Financial Statements

      Financial statements of the Corporation will be provided annually to
each Participant under the Plan and to each person who holds Common Stock
acquired pursuant to the Plan; provided, however, that this requirement shall
not apply to key employees whose duties in connection with the Corporation
assure them access to equivalent information.

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