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                                                                   Exhibit 10.57

                      Amendment to Letter Agreement between
         Christopher D. Cerf and Edison Schools Inc. Dated July 1, 1999

         The following changes to the terms and conditions of your employment
         were approved by the Company's Board of Directors on November 13, 2002
         and shall go into effect November 15, 2002.

         1.       Salary. Effective November 15, 2002 your annual base salary
                  will be increased to $295,000.

         2.       Performance Bonus. Subject to your continued employment and
                  Board approval, on a going-forward basis you shall be eligible
                  for an annual performance bonus of up to 150% of your base
                  salary for each fiscal year. The Board shall establish
                  performance criteria and payment schedules for each fiscal
                  year.

                           Current Year Bonus. For fiscal year 2003, ending June
                           30, 2003, you shall be eligible for a prorated
                           performance bonus based on your annual salary rate
                           effective November 15, 2002. Performance shall be
                           assessed by the Board after each of the second, third
                           and fourth quarters of fiscal year 2003, and bonus
                           payment shall be made, to the extent awarded, in a
                           regularly scheduled paycheck within thirty days of
                           Board approval. The Board will evaluate your
                           eligibility for the payment of these installments for
                           the second and third quarters of fiscal year 2003
                           based on whether the Company has made definitive
                           progress toward $20 million in EBITDA. If the Board
                           finds that the Company has made definitive progress
                           toward achieving this goal after the second quarter
                           of fiscal year 2003, then it will award you up to
                           $55,312.50. If the Board finds that the Company has
                           made definitive progress toward achieving this goal
                           after the third quarter of fiscal year 2003, then it
                           will award you up to $110,625. (The second quarter
                           bonus potential is prorated based on the number of
                           days in the quarter between the effective date of
                           this amendment and December 31, 2002.) After the
                           fourth quarter of fiscal year 2003, you shall be
                           eligible to receive up to the remainder of your
                           potential bonus amount ($276,562.50 less any payments
                           already made in the second or third quarters) if the
                           Company has achieved $20 million in EBITDA. The Board
                           will approve any fourth quarter payment after the
                           Form 10-K for fiscal year 2003 has been filed. For
                           all quarters, payment is in the sole discretion of
                           the Board. For purposes of this agreement, the term
                           "EBITDA" shall mean earnings before interest income
                           and expense, income tax expense, depreciation and
                           amortization, stock-based capital charges, and other
                           onetime or specific event-related charges including
                           but not limited to gains or losses on disposals of
                           assets, charges related to closings of schools,
                           charges relating to losses on charter or other loans,
                           extraordinary items and write-downs of investments
                           and intangibles.

Edison Schools Inc.                             Christopher D. Cerf

By: /s/ H. Christopher Whittle                  /s/ Christopher D. Cerf
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    H. Christopher Whittle