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                                                                  EXHIBIT 10.17


                                 PROMISSORY NOTE


U.S. $2,225,000                                   Dated as of February 17, 2000
or such portion thereof
as has been advanced

         FOR VALUE RECEIVED, the undersigned, BEACON EDUCATION MANAGEMENT, INC.,
a Delaware corporation ("Borrower"), PROMISES TO PAY to the order of KINDERCARE
LEARNING CENTERS, INC., a Delaware corporation ("Lender"), on February 17, 2005
(the "Maturity Date"), the lesser of (i) Two Million Two Hundred Twenty Five
Thousand Dollars ($2,225,000), or (ii) the unpaid principal amount of all
advances made by Lender to Borrower pursuant to the Loan Agreement referred to
below plus unpaid interest thereon. Notwithstanding the foregoing, no unpaid
principal amount or interest on the Term Loans shall be payable if such amounts
have been previously converted into Common Stock of Borrower pursuant to the
Loan Agreement.

         For purposes of this Note, the following terms shall have the meanings
set forth below. Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed thereto in the Loan Agreement.

         "Interest Rate" means, for any day, a rate per annum equal to the
lesser of (a) the highest rate allowed by law, or (b) eight percent (8%) per
annum.

         "Loan Agreement" means the Equity Purchase and Loan Agreement dated as
of even date herewith by and between Borrower and Lender, as the same may be
amended, supplemented or otherwise modified from time to time.

         Borrower shall pay interest on the unpaid principal balance of this
Note from the date hereof until the repayment in full thereof at the Interest
Rate. Interest shall be calculated based on a 365/366-day year and the actual
number of days elapsed, and shall be compounded semiannually. Principal and
accrued interest shall be due and payable in full on the Maturity Date.

         Both principal and interest are payable in United States Dollars in
immediately available funds. All principal and interest shall be paid to Lender
pursuant to the payment provisions in the Loan Agreement.

         The terms and provisions of the Loan Agreement are hereby incorporated
herein by this reference, and reference is made to the Loan Agreement for the
basic terms of the Term Loan. The Loan Agreement, among other things, contains
provisions for (i) acceleration of the maturity hereof upon the happening of
certain stated events, (ii) prepayments on account of principal hereof prior to
the Maturity Date upon the terms and conditions therein specified, (iii)
reborrowings of amounts upon the terms and conditions therein specified, (iv)
conversion, from


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time to time, of all or a portion of the unpaid principal and interest on the
Term Loans into Common Stock of Borrower, and (v) the simultaneous advance and
conversion, from time to time, of any unadvanced portion of the Commitment into
Common Stock of Borrower.

         The Lender may, from time to time, make a notation on the attached
schedule, of any advance, repayment and/or conversion of a Term Loan and such
notation shall be rebuttable presumptive evidence that such advance, repayment
and/or conversion has occurred; provided, however, that the failure to make a
notation of any such advance, repayment and/or conversion shall not limit or
otherwise affect the obligations of the Borrower hereunder or under the Loan
Agreement with respect to payments of principal or interest on any Term Loan or
this Note or the obligation of the Borrower to recognize any conversion of any
Term Loan into Common Stock.

         In addition to and not in limitation of the foregoing and the
provisions of the Loan Agreement, the undersigned further agrees, subject only
to any limitation imposed by applicable law, to pay all reasonable expenses,
including reasonable attorneys' fees and legal expenses, incurred by the holder
of this Note in endeavoring to collect any amounts payable hereunder which are
not paid when due, whether by acceleration or otherwise. Borrower waives demand,
presentment, protest, diligence, notice of dishonor and any other formality in
connection with this Note.

         This Note shall be binding upon the Borrower and its permitted
successors and assigns and shall inure to the benefit of the Lender and its
permitted successors and assigns.

         IN WITNESS WHEREOF, Borrower has caused this Note to be executed as of
the date and year first above written.



                                       BEACON EDUCATION MANAGEMENT, INC.


                                       By:      /s/ W. R. DeLoache, Jr.
                                           ------------------------------------
                                       Name:    W. R. DeLoache, Jr.
                                             ----------------------------------
                                       Title:   Chairman
                                               --------------------------------



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