Promissory Note - Edison Schools Inc. and Benno C. Schmidt Jr.


                           ALLONGE TO PROMISSORY NOTE

         This instrument is an Allonge to Promissory Note, entered into as of
the 13th day of February, 2002, by and between the undersigned, Benno C.
Schmidt, Jr. (the "Maker"), and EDISON SCHOOLS INC. (successor to THE EDISON
PROJECT L.P.), a Delaware corporation (the "Lender").

                                   WITNESSETH:

         Reference is hereby made to that certain promissory note dated June 5,
1992 executed by the Maker in favor of the Lender in the original principal
amount of $1,600,000, as amended by those certain Letter Agreements dated March
15, 1995, May 1, 1996, March 1, 1997 and December 15, 1997 and that certain
Allonge to Promissory Note dated as of October 5, 1999 (the "Note").

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Maker and the Lender hereby
agree as follows:

         1. The Note is hereby amended to provide that the Loan evidenced by the
Note and any interest accrued thereon shall be due and payable on the first to
occur of (i) June 15, 2002 or (ii) the date on which Maker's employment by
Lender is terminated.

         2. Except as amended herein, the Note shall remain in full force and
effect.


         IN WITNESS WHEREOF, the Maker and the Lender have caused this
 instrument to be duly executed as of this 13th day of February, 2002.

                               /s/     Benno C. Schmidt, Jr
                                       ----------------------------
                                       Benno C. Schmidt, Jr.


                               EDISON SCHOOLS INC.


                               By: /s/    H. Christopher Whittle
                                          ---------------------------------
                                          H. Christopher Whittle
                                          President and Chief Executive Officer

                           ALLONGE TO PROMISSORY NOTE

         This instrument is an Allonge to Promissory Note, entered into as of
the 13th day of February, 2002, by and between the undersigned, Benno C.
Schmidt, Jr. (the "Maker"), and EDISON SCHOOLS INC. (successor to THE EDISON
PROJECT L.P.), a Delaware corporation (the "Lender").

                                   WITNESSETH:

         Reference is hereby made to that certain promissory note dated January
23, 1996 executed by the Maker in favor of the Lender in the original principal
amount of $200,000, as amended by those certain Letter Agreements dated March 1,
1997 and December 15, 1997 and that certain Allonge to Promissory Note dated as
of October 5, 1999 (the "Note").

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Maker and the Lender hereby
agree as follows:

         1. The Note is hereby amended to provide that the Loan evidenced by the
Note and any interest accrued thereon shall be due and payable on the first to
occur of (i) June 15, 2002 or (ii) the date on which Maker's employment by
Lender is terminated.

         2. Except as amended herein, the Note shall remain in full force and
effect.


         IN WITNESS WHEREOF, the Maker and the Lender have caused this
 instrument to be duly executed as of this 13th day of February, 2002.

                               /s/     Benno C. Schmidt, Jr
                                       ----------------------------
                                       Benno C. Schmidt, Jr.


                               EDISON SCHOOLS INC.


                               By: /s/    H. Christopher Whittle
                                          ---------------------------------
                                          H. Christopher Whittle
                                          President and Chief Executive Officer