PROMISSORY NOTE

     

    THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF
SUCH ACT OR SUCH LAWS.

     

    OAK TREE EDUCATIONAL PARTNERS,
INC.

    a
Delaware Corporation

     

    
      
        	
                New
      York, New York

              	
                December
      1,
2010      

              


      

    

     

    FOR VALUE RECEIVED, the
undersigned, OAK TREE
EDUCATIONAL PARTNERS, INC. (herein called the “Company”), a
corporation organized and existing under the laws of the State of Delaware,
promises to pay to the order of JOSEPH MONACO, JR., HAROLD KAPLAN, DENISE MONACO,
ALEXANDRA MONACO, CHERI KAPLAN AND BRITTANY KAPLAN (the “Holders”), in such
allocable proportions among them as shall be determined by Joseph Monaco, Jr.
and Harold Kaplan, an amount equal to all
Pre-Tax Profits of the Culinary Group for the 2010 Fiscal Year that have not
been distributed by the Culinary Group to the ETI Stockholders (estimated
at approximately $300,000), or such lesser amount as may be outstanding from
time to time on the Maturity Date (as defined
below).

    


    Capitalized terms not defined herein shall have such
meanings as set forth in the Agreement and Plan of Merger dated as of
December 1, 2010.

    


    1.           Principal and
Interest.

    


    (a)           Subject
to subsection (b) below, the entire principal amount of this Note shall be due
and payable on or prior to October 15, 2011 or such later date based on there
being sufficient free cash flow in the Culinary Group, as determined in the
reasonable discretion of the Chief Executive Officer or President of the Company
(the “Maturity
Date”).

    


    (b)           Notwithstanding
anything in this Note to the contrary, from the date hereof until the repayment
in full of all of the Obligations (as defined in the Loan Agreement) and the
termination of the Lenders’ (as defined in the Loan Agreement) commitment to
extend credit under that certain Loan Agreement dated December 1, 2010 (the
“Loan
Agreement”), by and among the Company and its subsidiaries, as borrowers,
Deerpath Funding, LP (“Deerpath”) and the
other lenders from time to time party thereto, as lenders (“Lenders”), and
Deerpath, as agent for the Lenders (together with its successors and assigns as
agent for the Lenders the “Agent”), (i) no
payments shall become due or payable under this Note, and no payments under this
Note shall made by the Company or received by the Holders for any reason,
without the prior written consent of the Agent, such consent to be granted or
withheld in Agent’s sole discretion, and (ii) no failure to make any payments
under this Note due to the foregoing Agent consent requirement shall constitute
a default or a breach of this Note or a failure to pay this Note when
due.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    2.           Calculation of Pre-Tax
Profits of the Culinary Group. Not later than sixty (60) days following
the Closing Date, the accountant engaged by the Culinary Group shall
deliver (i) unaudited Culinary Group financial statements for the fiscal
period that commenced January 1, 2010 through the Closing Date (the
"Unaudited Culinary Group Financial Statements") which shall have been prepared
in accordance with GAAP (subject only to the absence of footnotes and other
audit adjustments which shall not be material), and (ii) a
detailed schedule based on the foregoing Unaudited Culinary Group
Financial Statements (the "Schedule") which shall set forth (A) the amount
of earnings before taxes that were distributed to the Culinary Group equity
owners on or before the Closing Date, (B) the amount of
undistributed earnings before taxes of the Culinary Group as at the
Closing Date, and (C) the amount of shareholders' equity as of the
Closing Date, after giving effect to all distributed and undistributed earnings
before taxes.  The final principal amount of this Note shall be the amount
of undistributed earnings before taxes of the Culinary Group as at the
Closing Date, as set forth in the foregoing Schedule; provided that, same shall
be subject to post-closing audit by the independent auditors for Oak Tree for
the year ending December 31, 2010.

    


    3.           Place of
Payment.  All amounts payable hereunder shall be payable at the
address designated by the Holders.

    


    4.           Governing Law; Jury
Trial.

    


    (a)           Governing
Law.  The validity and interpretation of this Agreement shall
be governed by, and construed and enforced in accordance with, the laws of the
State of New York.  The Company hereby consents to the non-exclusive
jurisdiction and venue of the Courts of the State of New York, located in the
City and County of New York and the United States District Court, Southern
District, for the State of New York with respect to any matter relating to this
Note and performance of the parties’ obligations hereunder, the Transaction
documents and instruments executed and delivered concurrently herewith or
pursuant hereto and performance of the Company’s obligations hereunder and
thereunder and the Company hereby consents to the personal jurisdiction of such
courts and shall subject itself to such personal jurisdiction.  Any
action, suit or proceeding relating to such matters shall be commenced, pursued,
defended and resolved only in such courts and any appropriate appellate court
having jurisdiction to hear an appeal from any judgment entered in such
courts.  The Company irrevocably waives the defense of an inconvenient
forum to the maintenance of such suit or proceeding.  Service of
process in any action, suit or proceeding relating to such matters may be made
and served within or outside the State of New York by registered or certified
mail to the parties and their representatives at their respective addresses,
provided that a reasonable time, not less than thirty (30) days, is allowed for
response.  Service of process may also be made in such other
manner as may be permissible under the applicable court rules.

    


    (b)           Waiver of Jury
Trial.  The Company hereby agrees to waive its respective
rights to a jury trial of any claim or cause of action based upon or arising out
of this Note.  The scope of this waiver is intended to be all
encompassing of any disputes that may be filed in any court and that relate to
the subject mater of this Note, including without limitation contract claims,
tort claims, breach of duty claims and all other common law and statutory
claims.  The Company acknowledges that this waiver is a material
inducement for each party to enter into a business relationship, that each party
has relied on this waiver in entering into this Note and that the Holders will
continue to rely on this waiver in their related future dealings.  The
Company further warrants and represents that it has reviewed this waiver with
its legal counsel, and that it has knowingly and voluntarily waived its rights
to a jury trial following such consultation.  This waiver is
irrevocable, meaning that, notwithstanding anything herein to the contrary, it
may not be modified either orally or in writing, and this waiver shall apply to
any subsequent amendments, renewals and supplements or modifications to this
agreement.  In the event of litigation, this Note may be filed as a
written consent to a trial by the court.


    
      
         


      

      
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    5.           Successors and
Assigns.  Neither this Note nor any of the rights, interests or
obligations hereunder may be assigned, by operation of law or otherwise, in
whole or in part, by the Company without the prior written consent of the
Holders.  From the date hereof until the repayment in full of all of
the Obligations and the termination of the Lenders’ commitment to extend credit
under the Loan Agreement, neither this Note nor any of the rights, interests or
obligations hereunder may be assigned, by operation of law or otherwise, in
whole or in part, by the Holders without the prior written consent of the
Agent.  Subject to the foregoing, the rights and obligations of the
Company and the Holders shall be binding upon and benefit the successors and
assigns of the parties.

    


    6.           Waiver and
Amendment.  Any provision of this Note may be amended, waived
or modified upon the written consent of (a) the Company, (b) the Holders and (c)
until the repayment in full of all of the Obligations and the termination of the
Lenders’ commitment to extend credit under the Loan Agreement, the
Agent.

    


    7.           Payment.  Payment
shall be made in lawful tender of the United States.

    


    8.           Replacement
Note.  Upon receipt by the Company of evidence reasonably
satisfactory to them of the ownership of and the loss, theft, destruction or
mutilation of any Note and (a) in the case of loss, theft or destruction, of
indemnity reasonably satisfactory to them; or (b) in the case of mutilation,
upon surrender thereof; the Company, at its expense, will execute and deliver in
lieu thereof a new debenture executed in the same manner as this
Note.

    


    9.           Waiver; Presentment.
Presentment for payment, demand, notice of dishonor, protest, notice of protest,
stay of execution and all other defenses to payment generally and notices in
connection with the delivery, acceptance, performance, default or enforcement of
the payment of this Note are hereby waived by the Company and its permitted
successors and assigns.  Neither extension nor indulgence granted from
time to time shall be construed as a novation of this Note or as a waiver of the
rights of the Holders herein.  The liability of the Company shall be
unconditional, without regard to the liability of any other party, and shall not
be in any manner affected by any forbearance, partial action or delay on the
part of the Holders in regard to the exercise of any right, power or remedy
under this Note.

    


    10.          Section
Headings.  The headings of Sections shall not be taken into
account in interpreting the terms of this Note.

    


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    In Witness
Whereof, the Company has caused this Note to be issued as of the date
first written above.

    


    
      
        
          
            	
                    OAK
      TREE EDUCATIONAL PARTNERS, INC.

                  
	
                    (a
      Delaware corporation)

                  
	 
      	 
      
	
                    By:  

                  	 
      
	 
      	
                       Joseph
      J. Bianco, Chief Executive
Officer

                  


          

        

      

    

    


    ACKNOWLEDGMENT

     

    ________________________,
the Holder under the attached Promissory Note, dated as of December 1, 2010 (the
“Note”), hereby
acknowledges the provisions of the Note and agrees to be bound by the terms
thereof.

     

    
      
        
          
            
              
                
                  	 
      
	 
      	 
      
	
                          By:

                        	 
      
	
                          Name:  

                        	 
      
	
                          Title:

                        	 
      


                

              

            

          

        

      

    

    
      
      

    


    
      
         


      

      
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