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                                                                   EXHIBIT 10.15


THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE
STATE SECURITIES LAWS. BY ITS ACCEPTANCE HEREOF, HOLDER AGREES THAT THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN
CONNECTION WITH THE DISTRIBUTION THEREOF. NO DISPOSITION OF THE SECURITIES
REPRESENTED BY THIS NOTE MAY BE MADE IN THE ABSENCE OF (1) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (2) AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO MAKER THAT SUCH DISPOSITION WITHOUT REGISTRATION IS IN
COMPLIANCE WITH THE SECURITIES ACT.


                            CONVERTIBLE SUBORDINATED
                                 PROMISSORY NOTE

$500,000.00                                                     October 11, 2000


         FOR VALUE RECEIVED, Beacon Education Management, Inc., a Delaware
corporation ("Maker"), promises to pay to the Hambrecht 1980 Revocable Trust
("Holder"), the principal sum of Five Hundred Thousand and NO/100 Dollars
($500,000.00), plus interest accruing at eight percent (8%) per annum,
compounded annually, in the manner provided below.

Section 1         Payments.

         Section 1.1       Principal. Subject to the provisions of this Note,
the principal and any accrued but unpaid interest under this Note shall be due
and payable on March 31, 2001 (the "Due Date").

         Section 1.2       Manner of Payment. All payments of principal and
interest on this Note shall be made in lawful money of the United States of
America at such place as the Holder hereof may from time to time designate in
writing to the Company.

         Section 1.3       Prepayment. Maker may not prepay all or any portion
of the outstanding principal balance due under this Note.

         Section 1.4       Subordination. The indebtedness evidenced by this
Note is hereby expressly subordinated in right of payment to any indebtedness at
any time owing to KinderCare Learning Centers, Inc., a Delaware corporation
("KinderCare"), pursuant to that certain Equity Purchase and Loan Agreement,
dated as of February 17, 2000, as amended (the "Purchase Agreement"), by and
between KinderCare and Maker, or to any bank, financial or lending institution
or other non-affiliated entity primarily in the business of extending credit or
other financial accommodations (collectively, the "Senior Indebtedness"). So
long as any default by Maker has occurred under any instrument or agreement
evidencing any Senior Indebtedness, no payment shall be made in respect of this
Note until the Senior Indebtedness has been repaid in


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full in cash or other provisions satisfactory to the holders of the Senior
Indebtedness have been made; provided, however, that Holder may require payment
of all outstanding principal on the Due Date so long as Maker is not then in
payment default, and by payment hereof will not become in payment default, under
any Senior Indebtedness, and provided, further, that nothing in this Section
shall prohibit conversion of this Note pursuant to Section 2 hereof. If the
Holder obtains any payment in violation of the terms of subordination contained
herein, such funds shall be held in trust for the holders of Senior Indebtedness
and paid to them or their representatives upon request (in which event any
amount delivered by Holder to any holder of the Senior Indebtedness shall
continue to be owing under this Note).

         Section 1.5       Events of Acceleration.  The occurrence of any of the
following shall constitute an "Event of Acceleration" under this Note:

                           (a)      Voluntary Bankruptcy or Insolvency
                           Proceedings. The Company shall (i) apply for or
                           consent to the appointment of a receiver, trustee,
                           liquidator or custodian of itself or of all or a
                           substantial part of its property, (ii) make a general
                           assignment for the benefit of any of its creditors,
                           (iii) be dissolved or liquidated in full or in part,
                           (iv) commence a voluntary case or other proceeding
                           seeking liquidation, reorganization or other relief
                           with respect to itself or its debts under any
                           bankruptcy, insolvency or other similar law now or
                           hereafter in effect or consent to any such relief or
                           to the appointment of or taking possession of its
                           property by any official in an involuntary case or
                           other proceeding commenced against it or (v) take any
                           action for the purpose of effecting any of the
                           foregoing; or

                           (b)      Involuntary Bankruptcy or Insolvency
                           Proceedings. Proceedings for the appointment of a
                           receiver, trustee, liquidator or custodian of Company
                           or of all or a substantial part of the property
                           thereof, or an involuntary case or other proceedings
                           seeking liquidation, reorganization or other relief
                           with respect to Company or the debts thereof under
                           any bankruptcy, insolvency or other similar law now
                           or hereafter in effect shall be commenced and an
                           order for relief entered or such proceeding shall not
                           be dismissed or discharged within sixty (60) days of
                           commencement; or

                           (c)      Default of Material Agreement. The Company
                           shall be declared in default under the Purchase
                           Agreement or under any agreement between the Company
                           and the Holder; or

                           (d)      Adverse Final Judgment. A final judgment
                           which, together with all other undischarged final
                           judgments against the Company, exceeds an aggregate
                           of One Hundred Thousand Dollars ($100,000) shall have
                           been entered against the Company if, within thirty
                           (30) days after the entry thereof, such judgment
                           shall not have been fully satisfied or execution
                           thereof stayed pending appeal, or if, within thirty
                           (30) days after the


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                           expiration of any such stay, such judgment shall
                           not have been fully satisfied.

         Section 1.6       Rights of Holder Upon Acceleration. Upon the
occurrence or existence of any Event of Acceleration, Holder may declare all
outstanding indebtedness hereunder to be immediately due and payable without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived, subject to the subordination provisions of Section 1.4.
In addition to the foregoing remedies, upon the occurrence or existence of any
Event of Acceleration, Holder may exercise its rights under Section 2.2 hereof
and any other right, power or remedy granted to it or otherwise permitted to it
by law, either by suit in equity or by action at law, or both.

Section 2         Conversion.

         Section 2.1       Automatic Conversion. Upon an Equity Financing
(as defined below), (i) all of the principal then due pursuant to this Note
shall automatically convert into the number of shares of the security or
securities of the Company issued in such Equity Financing equal to the quotient
of (x) such outstanding principal amount divided by (y) the per share purchase
price of the Company's securities issued and sold in the Equity Financing and
(ii) all accrued and unpaid interest shall be automatically due and payable.
"Equity Financing" shall refer to a bona fide round of financing which occurs
after the date of this Note and on or before March 31, 2001 during which the
Company issues shares of its capital stock in exchange for cash of not less than
$2,500,000.

         Section 2.2       Optional Conversion. Subject to and in compliance
with the provisions of this Note, Holder is entitled, at its option on (but not
prior to) the Due Date, to convert all, or any portion, of the principal and
interest then due pursuant to this Note into the number of shares of Maker's
common stock, $0.01 par value per share (the "Common Stock"), equal to the
quotient of (i) the principal and interest to be converted divided by (ii) $8.00
(the "Conversion Price"), subject to adjustment as set forth in Section 2.4
below.

         Section 2.3       Mechanics and Effect of Conversion. No fractional
shares of the Company's capital stock will be issued upon conversion of this
Note. In lieu of any fractional share to which the Holder would otherwise be
entitled, the Company will pay to the Holder in cash the amount of the
unconverted principal and interest balance of this Note that would otherwise be
converted into such fractional share. Upon conversion of this Note pursuant to
this Section 2, the Holder shall surrender this Note, duly endorsed, at the
principal offices of the Company or any transfer agent of the Company. At its
expense, the Company will, as soon as practicable thereafter, issue and deliver
to such Holder, at such principal office, a certificate or certificates for the
number of shares to which such Holder is entitled upon such conversion,
including a check payable to the Holder for any cash amounts payable as
described herein. Upon conversion of this Note, the Company will be forever
released from all of its obligations and liabilities under this Note with regard
to that portion of the principal amount and accrued interest being converted
including without limitation the obligation to pay such portion of the principal
amount and accrued interest.


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         Section 2.4       Adjustments and Notices of Record Date. The
Conversion Price and the number of shares of Common Stock shall be subject to
adjustment from time to time in accordance with the following provisions:

                           (a)      Subdivision or Combinations. In case the
                           Company shall at any time subdivide its outstanding
                           shares of Common Stock, the Conversion Price in
                           effect immediately prior to such subdivision shall be
                           proportionately decreased, and in case the Company
                           shall at any time combine the outstanding shares of
                           Common Stock, the Conversion Price in effect
                           immediately prior to such combination shall be
                           proportionately increased, effective at the close of
                           business on the date of such subdivision or
                           combination, as the case may be.

                           (b)      Stock Dividends. In case the Company shall
                           at any time make a distribution of additional shares
                           of Common Stock to stockholders in respect of their
                           shares of Common Stock, then the Conversion Price in
                           effect immediately prior to the record date for such
                           distribution shall be adjusted to that price
                           determined by multiplying the Conversion Price in
                           effect immediately prior to such record date by a
                           fraction (i) the numerator of which shall be the
                           total number of shares of Common Stock outstanding
                           immediately prior to such distribution and (ii) the
                           denominator of which shall be the total number of
                           shares of Common Stock outstanding immediately after
                           such distribution.

                           (c)      Reclassification or Merger. In case of any
                           reclassification, change or conversion of shares of
                           Common Stock of the Company (other than as a result
                           of a subdivision or combination described above),
                           then the Company, or such successor or purchasing
                           corporation or other entity, as the case may be,
                           shall duly execute and deliver to the Holder hereof a
                           new Note so that the Holder shall have the right to
                           receive, in lieu of the shares of Common Stock
                           theretofore issuable upon conversion of this Note,
                           the kind and amount of shares of stock, other
                           securities, money and property receivable upon such
                           reclassification, change or merger by the holder of
                           the number of shares of Common Stock then issuable
                           upon conversion of this Note. Such new Note shall
                           provide for adjustments that shall be as nearly
                           equivalent as may be practicable to the adjustments
                           provided for in this Section 2.4(c). The provisions
                           of this Section 2.4(c) shall similarly apply to
                           successive reclassifications, changes, and mergers.

                           (d)      Sale or Issuance Below Purchase Price. If
                           the Company shall at any time or from time to time
                           after the date of this Note issue or sell any of its
                           shares of Common Stock, options to acquire (or rights
                           to acquire such options), or any other securities
                           convertible into or exercisable for shares of Common
                           Stock, for a consideration per share less than the
                           Conversion


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                           Price in effect immediately prior to the time of such
                           issue or sale, the Conversion Price then in effect
                           and then applicable for any subsequent period or
                           periods shall be adjusted to a price determined by
                           dividing (i) an amount equal to the sum of (x) the
                           number of shares of Common Stock outstanding
                           immediately prior to such issue or sale multiplied by
                           the Conversion Price then in effect and (y) the
                           consideration, if any, received by the Company upon
                           such issue or sale, by (ii) the total number of
                           shares of Common Stock outstanding immediately after
                           such issue or sale. For purposes of this Section
                           2.4(d), all shares of Common Stock issuable upon the
                           exercise and/or conversion of all outstanding
                           warrants, options and convertible securities
                           (including this Note) shall be deemed to be
                           outstanding. The foregoing notwithstanding, no
                           adjustment shall be made pursuant to this Section
                           2.4(d) with respect to the issuance of shares of
                           Common Stock upon the exercise of convertible
                           securities, options, warrants and other rights that
                           were outstanding on the date of this Note or that may
                           subsequently be issued under employee benefit plans
                           approved by the Company's Board of Directors.

                           (e)      Notice of Adjustment. Upon any adjustment
                           of the Conversion Price and any increase or decrease
                           in the number of shares of Common Stock upon the
                           conversion of this Note; then, and in each such case,
                           the Company, within five (5) days thereafter, shall
                           give written notice thereof to Holder, at the address
                           of Holder as shown on the books of the Company, which
                           notice shall state the Conversion Price, as adjusted
                           and the increased or decreased number of shares of
                           Common Stock issuable upon the conversion of this
                           Note, setting forth in reasonable detail the method
                           of calculation of each.

Section 3         Rights as a Stockholder; Restrictions on Capital Stock.
Unless and until shares of capital stock are issued to Holder pursuant to this
Note, Holder shall not be entitled to any rights of a stockholder of Maker,
including without limitation the right to vote, to receive dividends or other
distributions or to exercise any preemptive rights, with respect to the shares
of capital stock into which this Note may be converted. The certificates, if
any, representing shares of capital stock issued pursuant to the provisions of
this Note shall bear appropriate restrictive legends concerning the restrictions
imposed on such shares of capital stock by Federal and state securities laws and
any applicable stockholders' agreement by and between the Company and Holder.

Section 4         Miscellaneous.

         Section 4.1       Waiver. The rights and remedies of Holder under this
Note shall be cumulative and not alternative. No waiver by Holder of any right
or remedy under this Note shall be effective unless in writing signed by Holder.
Neither the failure nor any delay in exercising any right, power or privilege
under this Note will operate as a waiver of such right, power or privilege and
no single or partial exercise of any such right, power or privilege by Holder
will preclude any other or further exercise of such right, power or privilege or
the exercise of any other right, power or privilege.


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         Section 4.2       Notices. Any notice required or permitted by this
Note shall be in writing and shall be deemed sufficient upon delivery, when
delivered personally or by a nationally-recognized delivery service (such as
Federal Express or UPS), or three days after being deposited in the U.S. mail,
as certified or registered mail, with postage prepaid, addressed to the party to
be notified at such party's address as set forth below or as subsequently
modified by written notice.

         Section 4.3       Severability. If any provision in this Note is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Note will remain in full force and effect. Any provision of
this Note held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.

         Section 4.4       Governing Law. This Note will be governed by the laws
of the State of Delaware without regard to conflicts of laws principles.

         Section 4.5       Transfer; Successors and Assigns. The terms and
conditions of this Note shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties. Notwithstanding the foregoing,
the Holder may not assign, pledge, or otherwise transfer this Note without the
prior written consent of the Company, except for transfers to affiliates.
Subject to the preceding sentence, this Note may be transferred only upon
surrender of the original Note for registration of transfer, duly endorsed, or
accompanied by a duly executed written instrument of transfer in form
satisfactory to the Holder. Thereupon, a new note for the same principal amount
and interest will be issued to, and registered in the name of, the transferee.
Interest and principal are payable only to the registered holder of this Note.

         Section 4.6       Treatment of Note. To the extent permitted by
generally accepted accounting principles, until conversion of the Note to a
capital contribution in accordance with Section 2, the Company will (except as
otherwise provided by the terms of any Senior Indebtedness) treat, account and
report the Note as debt and not equity for accounting purposes and with respect
to any returns filed with federal, state or local tax authorities.

         Section 4.7       Collection Costs. If this Note (including all
accrued interest) is not paid in full when due, the Company promises to pay,
upon demand but subject to the provisions of Section 1.4, all reasonable costs
and expenses of collection and reasonable attorneys' fees and expenses and court
costs incurred by Holder on account of such collection, whether or not suit is
filed.


                  [Remainder of Page Intentionally Left Blank.]



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         IN WITNESS WHEREOF, Maker has executed and delivered this Note as of
the date first stated above.


                                     BEACON EDUCATION MANAGEMENT, INC.

                                     By:  /s/ William R. DeLoache, Jr.
                                          ----------------------------

                                     Name:  William R. DeLoache, Jr.
                                            ------------------------

                                     Title:  Chairman
                                            ------------------------
                                     Address:    112 Turnpike Road, Suite 107
                                                 Westborough, MA 01581


AGREED TO AND ACCEPTED:

HAMBRECHT 1980 REVOCABLE TRUST


  /s/ William R. Hambrecht
-------------------------------------
William R. Hambrecht, Trustee

Address: 539 Bryant Street, Suite 100
         San Francisco, CA 94107


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