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                                                                   Exhibit 10.48

                                                                    No._________

                       MASTER AGREEMENT TO LEASE EQUIPMENT

         THIS MASTER AGREEMENT TO LEASE EQUIPMENT (this "AGREEMENT") is entered
into as of June 30, 2000 by and between CISCO SYSTEMS CAPITAL CORPORATION
("LESSOR"), having its principal place of business at 170 West Tasman Drive,
Mailstop SJC2, 3rd Floor, San Jose, California 95134 and Edison Schools Inc, a
Delaware Corporation, ("LESSEE"), having its principal place of business at 521
Fifth Ave., New York City, New York, 10175.

                                  1. THE LEASE

         1.1 LEASE OF EQUIPMENT. In accordance with the terms and conditions of
this Agreement, Lessor shall lease to Lessee, and Lessee shall lease from
Lessor, the personal property described in the lease schedule(s) (each, a
"SCHEDULE") to be entered into from time to time into which this Agreement is
incorporated (each Schedule, together with this Agreement, a "LEASE"), together
with all substitutions, replacements, repairs, parts and attachments,
improvements and accessions thereto (the "EQUIPMENT"). Capitalized terms not
otherwise defined in this Agreement have the meanings specified in the
applicable Schedule. Each Lease shall constitute a separate, distinct, and
independent lease and contractual obligation of Lessee. Except as expressly set
forth in any Lease, Lessor shall at all times retain the full legal title to the
Equipment, it being expressly agreed by both parties that each Lease is an
agreement of lease only.

         1.2 EQUIPMENT PROCUREMENT. Lessee has ordered or shall order the
Equipment pursuant to one or more purchase orders or purchase contracts
(together, "PURCHASE ORDER") to or with Cisco Systems, Inc., or a Cisco-approved
reseller (together, "VENDOR"), which Purchase Order shall be promptly delivered
to Lessor. Subject to Lessor's acceptance of such Equipment, as evidenced by its
preparation and delivery to Lessee for signature of a Schedule relating to such
Equipment, Lessee shall be deemed to have assigned to Lessor all Lessee's right,
title and interest in and to the Equipment and the Purchase Order; provided that
Lessor shall have no obligations under the Purchase Order. Lessee shall execute
and return to Lessor (a) each Schedule within five days of Lessee's receipt of
same, and (b) each Certificate of Acceptance within five days of receipt and
acceptance of the applicable Equipment. If for whatever reason the lease
transaction in respect of the Equipment is not consummated, (i) Lessee shall
remain solely liable to pay Vendor in accordance with the Purchase Order, and
(ii) upon receipt of satisfactory evidence of such payment by Lessee, Lessor
shall assign to Lessee, without warranty, its right, title and interest in and
to the Equipment and the Purchase Order

         1.3 TERM OF LEASE. The Original Term of each Lease shall begin on the
Commencement Date as specified in the applicable Schedule and, subject to
Sections 3.5 and 4.2, shall terminate on the date specified in the applicable
Schedule. If so provided in the applicable Schedule, the Original Term for any
Lease may be succeeded by one or more
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Extended Terms. Subject to Sections 3.5 and 4.2 and any express provisions of
the Schedule, no Lease may be terminated by Lessor or Lessee, for any reason
whatsoever, prior to the end of the Original Term or any pending Extended Term.

         1.4 PAYMENTS. The terms of the applicable schedule shall set forth
whether the lease is a Fair Market Value Lease or a Capital Lease. Under either
lease, Lessee shall pay Lessor Rent or Payment for the Equipment in the amounts
and at the times specified in the applicable Schedule. Such Schedule shall set
forth any applicable purchase options, including bargain purchase options,
agreed upon by the parties. All Rent or other amounts payable by Lessee to
Lessor hereunder shall be paid to Lessor at the address specified above, or at
such other place as Lessor may designate in writing to Lessee from time to time.

         1.5 RETURN OF EQUIPMENT. Upon expiration of the Lease Term, Lessee
shall immediately return the Equipment to Lessor in the condition and at the
place provided in Section 3.3; unless Lessee exercises any purchase option as
agreed upon by the parties and set forth in the applicable schedule.

         2. DISCLAIMERS AND WARRANTIES; INTELLECTUAL PROPERTY

         2.1 DISCLAIMERS; WARRANTIES. Lessee represents and acknowledges that
the Equipment is of a size, design, capacity and manufacture selected by it, and
that it is satisfied that the Equipment is suitable for its purposes. LESSEE
LEASES THE EQUIPMENT AS IS, AND, NOT BEING THE MANUFACTURER OF THE EQUIPMENT,
THE MANUFACTURER'S AGENT OR THE SELLER'S AGENT, LESSOR MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, FITNESS FOR ANY
PARTICULAR PURPOSE, DESIGN OR CONDITION OF THE EQUIPMENT. LESSOR SHALL NOT BE
RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM THE INSTALLATION, OPERATION OR
OTHER USE, OR DEINSTALLATION OF THE EQUIPMENT, INCLUDING ANY DIRECT, INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS. Lessee shall look solely to the
manufacturer or the supplier of the Equipment for correction of any problems
that may arise with respect thereto, and all transferable manufacturer and
supplier warranty rights are, to the extent such rights have been transferred to
Lessor, hereby assigned without representation or warranty by Lessor to Lessee
for the Lease Term, which warranties Lessee is authorized to enforce if and when
there exists no Event of Default. Any such enforcement shall be at Lessee's sole
cost and expense.

         2.2 INTELLECTUAL PROPERTY. Lessee acknowledges that neither this
Agreement nor any Lease conveys any explicit or implicit license for the use of
software or other intellectual property of Cisco Systems, Inc. or its affiliates
relating to the Equipment and that such license rights, to the extent they
exist, are contained in separate documentation entered into between Lessee and
Cisco Systems, Inc. or other persons. LESSOR MAKES NO WARRANTIES OR
REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE INTELLECTUAL PROPERTY RIGHTS,
INCLUDING ANY PATENT, COPYRIGHT AND TRADEMARK RIGHTS, OF ANY THIRD PARTY WITH
RESPECT TO THE EQUIPMENT, WHETHER RELATING TO INFRINGEMENT OR OTHERWISE. Lessor
shall, when reasonably requested in writing by Lessee, provided there exists no
Event of Default and an indemnity satisfactory to Lessor is delivered by Lessee,
and at Lessee's cost and expense,

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enforce rights of indemnification, if any, for patent, copyright or other
intellectual property infringement obtained from the manufacturer under any
agreement for purchase of the Equipment. If notified promptly in writing of any
action brought against Lessee based on a claim that the Equipment infringes a
United States patent, copyright or other intellectual property right, Lessor
shall promptly notify the manufacturer thereof for purposes of exercising, for
the benefit of Lessee, Lessor's rights with respect to such claim under any such
agreement.

                             3. LESSEE OBLIGATIONS

         3.1 NET LEASE; PAYMENTS UNCONDITIONAL. EACH LEASE IS A NET LEASE, AND
ALL COSTS, EXPENSES AND LIABILITIES RELATING TO THE EQUIPMENT, INCLUDING IN
RESPECT OF TAXES, INSURANCE AND MAINTENANCE, SHALL BE BORNE SOLELY BY LESSEE.
LESSEE'S OBLIGATION TO PAY ALL RENT AND OTHER SUMS THEREUNDER, AND THE RIGHTS OF
LESSOR IN AND TO SUCH PAYMENTS, SHALL BE ABSOLUTE AND UNCONDITIONAL, AND SHALL
NOT BE SUBJECT TO ANY ABATEMENT, REDUCTION, SETOFF, DEFENSE, COUNTERCLAIM,
INTERRUPTION, DEFERMENT OR RECOUPMENT, FOR ANY REASON WHATSOEVER.

         3.2 USE OF EQUIPMENT. Lessee shall use the Equipment solely in the
conduct of its business, in a manner and for the use contemplated by the
manufacturer thereof, and in compliance with all laws, rules and regulations of
every governmental authority having jurisdiction over the Equipment or Lessee
and with the provisions of all policies of insurance carried by Lessee pursuant
to Section 3.6.

         3.3 DELIVERY; INSTALLATION; RETURN; MAINTENANCE AND REPAIR; INSPECTION.
Lessee shall be solely responsible, at its own expense, for (a) the delivery of
the Equipment to Lessee, (b) the packing, rigging and delivery of the Equipment
back to Lessor, upon expiration or termination of the Lease Term, in good
repair, condition and working order, ordinary wear and tear excepted, at the
location(s) within the continental United States specified by Lessor, and (c)
the installation, de-installation, maintenance and repair of the Equipment.
During the Lease Term, Lessee shall ensure that the Equipment is covered by a
maintenance agreement, to the extent available, with the manufacturer of the
Equipment or other party reasonably acceptable to Lessor. Lessee shall, at its
expense, keep the Equipment in good repair, condition and working order,
ordinary wear and tear excepted, and at the expiration or termination of the
Lease Term with respect to any of the Equipment, have such Equipment inspected
and certified acceptable for maintenance service by the manufacturer. If any of
the Equipment, upon its return to Lessor, is not in good repair, condition and
working order, ordinary wear and tear excepted, and so inspected and certified,
Lessee shall be obligated to pay Lessor for the out-of-pocket expenses Lessor
incurs in bringing such Equipment up to such status, but not in excess of the
Casualty Value for such Equipment, promptly after its receipt of an invoice for
such expenses. Lessor shall be entitled to inspect the Equipment at reasonable
times.

         3.4 TAXES. Lessee shall pay, and hereby indemnifies Lessor on a net,
after-tax basis, against, and shall hold it harmless from, all license fees,
assessments, and sales, use, property, excise and other taxes and charges, other
than those measured by Lessor's net income, now and hereafter imposed by any
governmental body or agency upon or with respect to any of the Equipment, or the
possession, ownership, use or operation thereof, or any Lease, or the

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consummation of the transactions contemplated by any Lease. Notwithstanding the
foregoing, to the extent required of it by applicable law and in reliance upon
Lessee's disclosure of the location of such Equipment, Lessor shall file
personal property tax returns, and shall pay personal property taxes payable
with respect to the Equipment. Lessee shall pay to Lessor the amount of all such
personal property taxes within 15 days of its receipt of an invoice for such
taxes. For any Lease that is specified as an FMV Lease in the applicable
Schedule, Lessee acknowledges that it is the intent of Lessor, and a material
inducement to Lessor to enter into such Lease, to obtain all state and Federal
income tax benefits of ownership with respect to the Equipment under such Lease,
including entitlement to annual accelerated cost recovery deductions.

         3.5 LOSS OF EQUIPMENT. Lessee assumes the risk that, and shall promptly
notify Lessor in writing if, any item of Equipment becomes lost, stolen,
damaged, destroyed or otherwise unfit or unavailable for use from any cause
whatsoever (an "EVENT OF LOSS") after it has been delivered to a common carrier
for shipment to Lessee. Unless the item is damaged and is reparable within a
reasonable period of time in the judgment of Lessor (in which event Lessee shall
promptly cause such item to be repaired and restored to the condition and value
it had prior to such Event of Loss, at its own cost and expense), Lessee shall
pay to Lessor on the Rent payment date following Lessor's receipt of such notice
(or, if none, 30 days after such Event of Loss), an amount equal to the Rent
payment or payments due and payable with respect to such Equipment on or prior
to such date, plus a sum equal to the Casualty Value of such Equipment as of
such date. Upon making such payment, the Rent for such Equipment shall cease to
accrue, the term of the Lease as to such Equipment shall terminate and (except
in the case of loss, unrecovered theft or complete destruction) Lessor shall be
entitled to recover possession of such Equipment in accordance with the
provisions of Section 3.3 above. If Lessor has received the foregoing amount,
Lessee shall be entitled to the proceeds of any recovery in respect of such
Equipment from insurance or otherwise, provided that if the Equipment is subject
to an FMV Lease, Lessee shall be entitled to receive such proceeds only up to
the Casualty Value therefor, any excess amount to be paid to Lessor.

         3.6 INSURANCE. Lessee shall obtain and maintain for the Lease Term at
its own expense, property damage and liability insurance and insurance against
loss or damage to the Equipment as a result of fire, explosion, theft, vandalism
and such other risks of loss as are normally maintained on equipment of the type
leased hereunder by companies carrying on the business in which Lessee is
engaged, in such amounts, in such form and with such insurers as shall be
satisfactory to Lessor. Each insurance policy shall name Lessee as insured and
Lessor and its assignees as additional insureds and loss payees thereof as their
interest may appear, and shall provide that it may not be cancelled or altered
without at least 30 days' prior written notice thereof being given to Lessor (or
10 days', in the event of non-payment of premium).

         3.7 INDEMNITY. Except with respect to the gross negligence or willful
misconduct of Lessor, Lessee hereby indemnifies, protects, defends and holds
harmless Lessor from and against any and all claims, liabilities (including
negligence, tort and strict liability), demands, actions, suits, and
proceedings, losses, costs, expenses and damages, including reasonable
attorneys' fees and costs (collectively, "CLAIMS"), arising out of, connected
with, or resulting from any Lease or any of the Equipment, or any ancillary or
related software or other intangibles, whether arising before, during or after
the Lease Term (but not Claims relating to events occurring after Lessee has
returned the Equipment to Lessor in accordance with Section 3.3), including
Claims relating

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to the manufacture, selection, purchase, delivery, possession, condition, use,
operation, return or other disposition of the Equipment. Each of the parties
shall give the other prompt written notice of any Claim of which it becomes
aware.

         3.8 PROHIBITIONS RELATED TO LEASE AND EQUIPMENT. Without the prior
written consent of Lessor, which consent as it pertains to clauses (b) and (d)
below shall not be unreasonably withheld, Lessee shall not: (a) assign,
transfer, or otherwise dispose of any Equipment, the Lease or any rights or
obligations thereunder; (b) sublease any of the Equipment or permit the
Equipment to be controlled by any other person; (c) create or incur, or permit
to exist, any security interest, lien or encumbrance with respect to any of the
Equipment; (d) cause or permit any of the Equipment to be moved from the
location specified in the applicable Schedule; or (e) cause or permit any of the
Equipment to be moved outside the United States.

         3.9 IDENTIFICATION. Lessee shall place and maintain permanent markings
provided by Lessor on the Equipment evidencing ownership, security and other
interests therein, as specified from time to time by Lessor.

         3.10 ALTERATIONS AND MODIFICATIONS. Lessee shall not make any
additions, attachments, alterations or improvements to the Equipment without the
prior written consent of Lessor, not to be unreasonably withheld. Any addition,
attachment, alteration or improvement to any item of Equipment shall belong to
and become the property of Lessor unless, at the request of Lessor, it is
removed prior to the return of such item of Equipment by Lessee. Lessee shall be
responsible for all costs relating to such removal and shall restore such item
of Equipment to the condition and value otherwise required hereunder.

         3.11 PERSONAL PROPERTY. Lessee acknowledges and represents that the
Equipment shall be and remain personal property, notwithstanding the manner by
which it may be attached or affixed to realty, and Lessee shall do all acts and
enter into all agreements necessary to ensure that the Equipment remains
personal property. If requested by Lessor with respect to any item of Equipment,
Lessee shall obtain and deliver to Lessor equipment access agreements,
satisfactory to Lessor, from all persons claiming any interest in the real
property on which such item of Equipment is installed or located.

         3.12 FINANCIAL STATEMENTS. Lessee shall promptly furnish to Lessor
quarterly or annual financial or other statements regarding the condition and
operations of Lessee and any guarantor of any Lease, and information regarding
the Equipment, as Lessor may from time to time reasonably request.

         3.13 LESSEE REPRESENTATIONS. Lessee hereby represents that, with
respect to this Agreement, and each Schedule, certificate evidencing acceptance
of equipment, assignment of purchase order, insurance letter, proposal letter,
UCC financing statement, or other document now or hereafter executed by Lessee
in connection with any Lease (collectively, "LEASE DOCUMENTS"): (a) the
execution, delivery and performance thereof by Lessee or its attorney-in-fact
have been duly authorized by all necessary corporate, partnership or company
action; (b) the person executing such documents is duly authorized to do so; and
(c) such documents constitute legal, valid and binding obligations of Lessee,
enforceable in accordance with their terms.

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                            4. DEFAULT AND REMEDIES

         4.1 EVENTS OF DEFAULT. The occurrence of any of the following shall
constitute an "EVENT OF DEFAULT" hereunder and under each Lease: (a) Lessee
fails to pay any Rent or other amount due under any Lease within fifteen days
after it becomes due and payable; (b) any representation or warranty of Lessee
made in any Lease Document proves to have been false or misleading in any
material respect as of the date when it was made; (c) Lessee fails to maintain
insurance as required herein or breaches any of clauses (a), (b) or (e) of
Section 3.8; (d) Lessee fails to perform any other covenant, condition or
agreement made by it under any Lease, and such failure continues for 20 days;
(e) bankruptcy, receivership, insolvency, reorganization, dissolution,
liquidation or other similar proceedings are instituted by or against Lessee,
any guarantor of any Lease or any partner of a partnership Lessee or guarantor,
or all or any part of such person's property, under the Federal Bankruptcy Code
or other law of the United States or of any other competent jurisdiction, and,
if such proceeding is brought against such person, it consents thereto or fails
to cause the same to be discharged within 45 days after it is filed; (f) Lessee
materially defaults under any agreement with respect to the purchase or
installation of any of the Equipment; or (g) Lessee or any guarantor of any
Lease, or any of their respective subsidiaries or other affiliates, defaults
under any other instrument or agreement with Lessor or Cisco Systems, Inc.

         4.2 REMEDIES. If an Event of Default exists, Lessor may exercise any
one or more of the following remedies, in addition to those arising under
applicable law: (a) proceed, by appropriate court action, to enforce performance
by Lessee of the applicable covenants of any or all of the Leases; (b) terminate
any or all Leases by notice to Lessee and take possession of any or all of the
Equipment and, for such purpose, enter upon any premises where the Equipment is
located with or without notice or process of law and free from all claims by
Lessee or any other person, or require Lessee to assemble the Equipment and
deliver it to Lessor in accordance with Section 3.3; (c) recover any and all
direct, incidental and consequential damages, including all accrued and unpaid
Rent and other amounts owing under any Lease, and (i) for any Lease that is an
FMV Lease, the Equipment for which has not been returned to Lessor in the
condition required hereunder, an amount equal to the Casualty Value thereof; or
(ii) for any Lease that is an FMV Lease, the Equipment for which has been so
returned to Lessor, such amounts as are provided for the lessee breach of a
personal property lease under the Uniform Commercial Code of the jurisdiction
specified in Section 5.11 (the "CODE"), using the Discount Rate to calculate
present values for such purpose; or (iii) for any Lease that is not an FMV
Lease, an amount equal to the present value, discounted at the Discount Rate, of
the sum of all Rent and other payments remaining to be paid under such Lease
through the Lease Term plus the applicable purchase option amount specified in
Paragraph 7 of the Schedule; and (d) sell or re-lease any or all of the
Equipment, through public or private sale or lease transactions, and apply the
proceeds thereof to Lessee's obligations under such Leases or otherwise seek
recovery in accordance with applicable provisions of the Code. Lessee shall
remain liable for any resulting deficiency and Lessor may retain any surplus it
may realize in connection with an FMV Lease. Whether the Lease is a FMV lease
will be set forth in the applicable Schedule. The "DISCOUNT RATE" shall be the
rate for U.S. Treasury obligations having a constant maturity of three months,
as specified in the Federal Reserve Statistical Release H.15 (or replacement
publication) issued most recently prior to the date of termination of the Lease.
Lessee shall pay all costs and expenses (including reasonable attorneys' fees)
incurred by Lessor in retaking possession of, and removing, storing, repairing,

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refurbishing and selling or leasing such Equipment and enforcing any obligations
of Lessee pursuant to any Lease.

                                5. MISCELLANEOUS

         5.1 PERFORMANCE OF LESSEE'S OBLIGATIONS. Upon Lessee's failure to pay
any amount or perform any obligation under any Lease when due, Lessor shall have
the right, but shall not be obligated, to pay such sum or perform such
obligation, whereupon such sum or cost of such performance shall immediately
become due and payable thereunder, with interest thereon at the Default Rate
from the date such payment or performance was made.

         5.2 RIGHT TO USE. So long as no Event of Default exists, neither Lessor
nor its assignee shall interfere with Lessee's right to use the Equipment under
any Lease.

         5.3 ASSIGNMENT BY LESSOR. Lessor may assign or transfer any or all of
Lessor's interest in this Agreement, any Lease, any Equipment or Rents, without
notice to Lessee. Any assignee of Lessor shall have all of the rights, but none
of the obligations (unless otherwise provided in the applicable assignment), of
a "Lessor" under this Agreement and the applicable Lease, and Lessee agrees that
it will not assert against any assignee any defense, counterclaim or offset that
Lessee may have against Lessor or any preceding assignee, and that upon notice
of such assignment or transfer, it will pay all Rent and other sums due under
this Agreement and the applicable Lease to such assignee or transferee. Lessee
acknowledges that any assignment or transfer by Lessor shall not materially
change Lessee's duties or obligations under this Agreement or any Lease, nor
materially increase the burdens or risks imposed on Lessee.

         5.4 FURTHER ASSURANCES. Upon the request of Lessor from time to time,
Lessee shall execute and deliver such further documents and do such further acts
as Lessor may reasonably request in order fully to effect the purposes of this
Agreement or any Lease. Lessee hereby appoints Lessor its attorney in fact,
coupled with an interest, authorized, without any obligation to do so, (a) to
sign on Lessee's behalf and file, record and register financing statements, and
amendments and continuations thereof, and any other documents relating to liens,
security interests or property rights of Lessor, Lessee or any third person with
respect to any Equipment and ancillary property, in accordance with any Uniform
Commercial Code or other code or statute, and (b) to enforce, in its own name or
in the name of Lessee, claims relating to any Equipment against insurers,
manufacturers or other persons, and to make, adjust, settle, compromise and
receive payments as to such claims.

         5.5 RIGHTS AND REMEDIES. Each right and remedy granted to Lessor under
any Lease shall be cumulative and in addition to any other right or remedy
existing in equity, at law, by virtue of statute or otherwise, and may be
exercised by Lessor from time to time concurrently or independently and as often
and in such order as Lessor may elect. Any failure or delay on the part of
Lessor in exercising any such right or remedy shall not operate as a waiver
thereof.

         5.6 NOTICES. Any notice, request, demand, consent, approval or other
communication provided for or permitted in relation to any Lease shall be in
writing and shall be conclusively deemed to have been received by a party hereto
on the day it is delivered to such party at its address, or received by the
party at such facsimile number, as is set forth in such Lease (or at such other
addresses or fax numbers such party shall specify to the other party in
writing), or if

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sent by registered or certified mail, return receipt requested, on the fifth day
after the day on which it is mailed, postage prepaid, addressed to such party.

         5.7 SECTION HEADINGS; INTERPRETATION. Section headings are inserted for
convenience of reference only and shall not affect any construction or
interpretation of any Lease Document. In interpreting the provisions of any
Lease Document, (a) the term "including" is not limiting; (b) references to
"person" include individuals, corporations and other legal persons and entities;
(c) the singular of defined terms includes the plural and vice-versa; and (d)
section and paragraph references are to the document in which such reference
appears, unless the context otherwise requires.

         5.8 ENTIRE LEASE. This Agreement, together with the other Lease
Documents, constitute the entire agreement between Lessor and Lessee with
respect to the lease of the Equipment. No waiver or amendment of, or any consent
with respect to, any provision of any Lease Document shall bind either party
unless set forth in a writing, specifying such waiver, consent, or amendment,
signed by both parties. TO THE EXTENT PERMITTED BY APPLICABLE LAW AND NOT
OTHERWISE SPECIFICALLY GRANTED TO LESSEE IN ANY LEASE DOCUMENT, LESSEE HEREBY
WAIVES ANY AND ALL RIGHTS OR REMEDIES CONFERRED UPON A LESSEE UNDER THE CODE OR
ANY OTHER APPLICABLE LAW OR STATUTE, WITH RESPECT TO A DEFAULT BY LESSOR UNDER
THIS AGREEMENT OR ANY LEASE. Each FMV Lease is intended by the parties as a
"finance lease" under the Code.

         5.9 SEVERABILITY. Should any provision of any Lease Document be or
become invalid, illegal, or unenforceable under applicable law, the other
provisions of such Lease Document shall not be affected and shall remain in full
force and effect.

         5.10 ATTORNEYS' FEES; DEFAULT INTEREST; MAXIMUM RATES. Lessee shall
reimburse Lessor for all charges, costs, expenses and attorney's fees incurred
by Lessor (a) in defending or protecting its interests in the Equipment, (b) in
the enforcement of this Agreement or any Lease, and (c) in any lawsuit or other
legal proceeding to which this Agreement or any Lease gives rise. Any nonpayment
of Rent or other amount payable under any Lease shall result in Lessee's
obligation to promptly pay Lessor on such overdue payment, for the period of
time during which it is overdue (including during any grace period), interest at
a rate ("DEFAULT RATE") equal to fourteen percent (14%) per annum. To the extent
that any payment of interest (including any amount deemed imputed interest for
purposes of applicable law) under any Lease Document would otherwise exceed
provisions of any law limiting the highest rate of interest that may be lawfully
contracted for, charged or received by Lessor, such payment amount shall be
deemed reduced to such amount as is equal to or consistent with the highest rate
permitted by applicable law.

         5.11 GOVERNING LAW AND JURISDICTION. THIS AGREEMENT AND THE OTHER LEASE
DOCUMENTS SHALL BE GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF
CALIFORNIA. LESSOR AND LESSEE WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY
LITIGATION ARISING FROM ANY LEASE DOCUMENT. LESSEE CONSENTS TO THE NON-EXCLUSIVE
JURISDICTION OF THE STATE COURTS OF CALIFORNIA, AND THE FEDERAL COURTS SITTING
IN THE STATE

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OF CALIFORNIA, FOR THE RESOLUTION OF ANY DISPUTES UNDER ANY LEASE DOCUMENT.

         5.12 SURVIVAL. All obligations of Lessee to make payments to Lessor
under any Lease or to indemnify Lessor, including pursuant to Section 3.4 or 3.7
above, with respect to a Lease, and all rights of Lessor hereunder with respect
to a Lease, shall survive the termination of such Lease and the return of the
Equipment.

         5.13 SECURITY. To secure the payment and performance by Lessee of all
obligations under each Lease, Lessee hereby grants Lessor a security interest in
Lessee's right, title and interest, now existing and hereafter arising, in and
to, (a) all Equipment subject to such Lease, (b) all insurance, warranty, rental
and other claims and rights to payment and chattel paper arising out of such
Equipment, and (c) all books, records and proceeds relating to the foregoing.

         5.14 COUNTERPARTS; CHATTEL PAPER. Each Lease Document may be executed
in counterparts, and when so executed each counterpart shall be deemed to be an
original, and such counterparts together shall constitute one and the same
instrument. The original of each Schedule shall constitute chattel paper for
purposes of the Code. If there exist multiple originals of a Schedule, the one
marked "Lessor's Copy" or words of similar import, shall be the only chattel
paper.

         5.15 APPENDIX. Any lease Appendix executed by Lessor and Lessee making
reference to this Agreement is a part of and incorporated into this Agreement by
this reference.

         LESSEE, BY THE SIGNATURE BELOW OF ITS AUTHORIZED REPRESENTATIVE,
ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE
BOUND BY ITS TERMS AND CONDITIONS. EACH PERSON SIGNING BELOW ON BEHALF OF LESSEE
REPRESENTS THAT HE OR SHE IS AUTHORIZED TO EXECUTE AND DELIVER THIS AGREEMENT ON
BEHALF OF LESSEE.

LESSOR:                                   LESSEE:

CISCO SYSTEMS                             EDISON SCHOOLS
CAPITAL CORPORATION

By:_______________________________        By:___________________________________
  (Authorized Signature)                    (Authorized Signature)

                                          ______________________________________
                                            (Name/Title)
__________________________________
  (Name/Title)

                                          By:___________________________________
                                            (Authorized Signature)

                                          ______________________________________
                                            (Name/Title)

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