KinderCare Learning Centers, Inc.

                              Management Bonus Plan

                                 August 1, 2001

                                    Officers

The KinderCare Learning Centers, Inc. Management Bonus Plan is designed to
encourage and reward excellent performance.

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The Bonus Plan is separated into two components:

o    90% is based on the financial performance of the company, as measured by
     Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA);

o    10% is based on the achievement of established personal objectives.
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Your target bonus is as follows:

                          ____% of base annual earnings
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The bonus is based on your annual earnings, which do not include Short-Term
Disability benefits (KinderCare or state provided), Long Term Disability,
Workers' Compensation Payments or any other form of compensation paid with
respect to periods you were not actively working. Your bonus is NOT based on
your annual salary.

To be eligible for the bonus, you must be employed in a bonus eligible position
on the last day of the fiscal year for which the bonus is applicable. If you
transfer from one bonus eligible position to another bonus eligible position,
your bonus will be calculated using the formula set forth above and will
recognize your performance in each position. For your old position, financial
and individual performance will be measured through the end of the accounting
period that includes the effective date of the transfer. Financial and
individual performance measurements for your new position will begin the first
day of the next accounting period.

Company Financial Performance: In order for this portion of the bonus to become
payable, the Company must achieve EBITDA of at least 90% of the targeted EBITDA
established in the fiscal year Financial Plan of the Company. As EBITDA
performance increases past 90%, the percentage of your bonus increases. For
example, if the Company achieves 100% of it's targeted EBITDA, you will receive
100% of the portion of the bonus that is based on Company EBITDA. If the Company
achieves 105% of the targeted EBITDA, you will receive 1.5 times, or 150%, of
the portion of the bonus that is based on Company EBITDA. If the Company
achieves 110% of the targeted EBITDA, you will receive two times the amount, or
200%, of the portion of the bonus that is based on Company EBITDA. Your maximum
bonus potential is 200% of your target bonus.

Personal Objectives: 10% of your bonus is based on how well you accomplish your
own personal objectives established with your supervisor. You and your
supervisor will meet and establish 3-5 measurable personal objectives for the
year. At the end of the fiscal year, you and your supervisor will meet to review
your performance relative to these objectives. You have the ability to double
the portion of your bonus that is based on personal objectives by exceeding the
objectives established at the beginning of the year.