Employment Agreement - The Edison Project LP and John Chubb


                          THE EDISON PROJECT L.P.
                          529 Fifth Avenue, 12th Floor
                          New York, New York 10017

                                 March 15, 1995

John Chubb
c/o The Edison Project L.P.
529 Fifth Avenue, 12th Floor
New York, New York 10017

Dear John:

         This letter supersedes and replaces any other employment agreement
which may be in effect between you and The Edison Project L.P., a Delaware
limited partnership (formerly known as Whittle Schools L.P.) ('Edison') as of
the date hereof.

         The term of your employment commences as of the date hereof and ends on
June 30, 1996 and shall be automatically renewed for successive one year terms,
unless terminated earlier as provided below.

         Your annual base salary will be $200,000. You are entitled to receive
within 30 days from the date hereof a one-time cash transition payment of
$110,000. You will be entitled to the standard company benefits for executives
at your level as in effect from time to time, a current schedule of which is
attached. You will receive three weeks of vacation in addition to the official
company holidays.

         Edison shall have the right to terminate your employment without cause
by giving you written notice to that effect. The termination of employment shall
be effective on the date specified in such notice. If Edison terminates your
employment without cause, Edison will pay you as severance pay your base salary
for a period beginning on the effective date of the termination and ending the
later of June 30, 1996 or six months after the effective date of the
termination, provided that if you become employed or accept employment elsewhere
during such period the amounts otherwise payable to you under this sentence
shall be reduced by the total amount of any compensation you earn from such
employment during such period. In consideration of such severance pay, you agree
to deliver to Edison on or promptly following the effective date of the
termination of your employment a Separation and Release in the form customarily
being used by Edison at such time. Payments made to you as reimbursement for
documented expenses are not constitute compensation for purposes of this
paragraph. All amounts payable under the provisions of this paragraph will be
made on the dates you would have received such amounts had your employment with
Edison not been terminated.

         If prior to June 30, 1996 Edison terminates your employment and such
termination is either (a) not voluntary or (b) a result of the cessation of the
Edison

business, then, in the event that upon the sale of your current New Jersey
residence you realize an amount less than your purchase price for such
residence, Edison will reimburse you for the amount of such loss and any
transaction costs, fees, commissions and taxes related to such sale up to
$100,000. You shall be solely responsible for any tax liabilities resulting from
such reimbursement. The provisions of the preceding sentence supersede and
replace any prior relocation expense arrangement which may be in effect between
you and Edison as of the date hereof.

         Edison shall have the right to terminate your employment for cause by
giving you written notice to that effect. The termination of employment shall be
effective on the date specified in such notice. However, 'for cause' is
restricted to (1) insubordination or disregard of directives of Edison's Board
of Directors or of the Chief Executive Officer of Edison (or any other Edison
officer to whom you report); (2) commission of a willful act which constitutes a
breach of your duty of loyalty to Edison; (3) commission of a willful act of
dishonesty in the course of your duties with Edison which significantly injures
Edison; (4) engagement in gross or persistent misconduct injurious to Edison,
its general partners or affiliates; (5) conviction of a crime of moral turpitude
or of a felony; or (6) chronic alcoholism or drug abuse. If you are terminated
for cause, Edison will pay your unpaid base salary through the effective date of
termination.

         In return for the compensation payments set forth above, you agree to
devote 100% of your professional time and energies to Edison and not engage in
any other business activities without prior approval of Edison.

         It is understood that in order to perform your duties at Edison, it
will be necessary for Edison to divulge its proprietary information, including,
but not limited to, information and data relating to or concerned with Edison's
business, finances, development projects and other affairs. You agree that you
will not divulge such proprietary information to anyone outside Edison at any
time whether or not you are in the employ of Edison, except as may otherwise be
required in connection with the business and affairs of Edison. You also agree
that any developments, discoveries, or inventions made by you alone or with
others during the term of your employment with Edison and applicable to the type
of businesses or development projects engaged in by Edison during such period
shall be the sole property of Edison.

         You further agree that during your employment with Edison and for one
year after the termination of such employment for any reason, you will not at
any time engage in or participate as an executive officer, employee, director,
agent, consultant, representative, stockholder, or partner, or have any
financial interest, in any business which 'competes' with Edison or any
subsidiary of Edison. For the purposes hereof, a 'competing' business shall mean
any business which directly competes with any of the businesses of Edison as
such business shall exist during your employment with Edison, for example, the
business of managing public and private schools for profit, but a 'competing'
business shall not include the traditional non-profit education business, so
long as such activities do not violate the confidentiality provisions of this

agreement. Ownership by you of publicly traded stock of any corporation
conducting any such business shall not be deemed a violation of the preceding
two sentences provided you do not own more than three percent (3%) of the stock
of any such corporation. Additionally, you will not, directly or indirectly,
solicit the employment or other services of any executive employee of Edison for
a period of one year after you leave Edison.

         By your signature below, you specifically release and discharge Edison,
its current and former general partners and their respective officers,
directors, employees, agents, attorneys, and affiliates (collectively, the
'Released Parties') from any and all claims relating to any bonus arrangements
you may have with Edison. You understand and acknowledge that this release is a
condition to the Edison refinancing occurring on the date hereof. This release
shall be binding upon your executors, administrators, successors and assigns and
shall inure to the benefit of the successors and assigns of the Released
Parties.

         This letter agreement is governed by the laws of the State of New York.

         Please sign below to evidence your agreement to the foregoing, and
return the duplicate copy to me for our records.



                                                     Sincerely,

                                                     /s/ Benno C. Schmidt
                                                     -------------------------
                                                         Benno C. Schmidt


ACCEPTED AND AGREED

/s/ John E. Chubb
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    John E. Chubb


         3/14/95
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Date