Promissory Note - Edison Schools Inc. and Manuel Rivera

                                PROMISSORY NOTE

  $100,000                                                  Date: June 9, 2000

  For value received, Manuel Rivera an individual residing at 13 Singing Woods
Rd., Norwalk, CT. (the "Maker"), promises to pay to the order of Edison
Schools, Inc., a Delaware Corporation (the "Holder"), at the Holder's office
located at 521 Fifth Avenue, 15th Floor, New York, NY 10175, or such other
address as the Holder may designate from time to time, the principal sum of
one-hundred thousand Dollars ($100,000), together with interest thereon at a
fixed rate of eleven and one-half percent (11.5%) per annum, compounded
monthly, or at the maximum lawful rate, whichever is less, from the date hereof
until the outstanding principal balance shall have been paid in full. Principal
and interest under this note (the "Note") shall be due and payable, without
notice or demand, as follows:

         All outstanding principal and interest hereon shall be due and
         payable in full on July 1, 2003, without notice or demand by

  This Note shall, at the option of the Holder, become immediately due and
payable, without notice or demand, upon (i) the Maker's failure to pay any
amount as herein set forth, (ii) the Maker's failure to pay or perform timely
and completely any other obligation of the Maker to the Holder, whether in this
Note or otherwise, (iii) the filing of any bankruptcy or other insolvency
proceeding by or against the Maker, or (iv) any representation or warranty
given by the Maker to the Holder at any time or in any document, instrument or
agreement shall at any time be untrue or misleading. Any of the foregoing may
be referred to as a "Default" or an "Event of Default".

  The Maker hereby waives presentment, protest, demand for payment, notice of
dishonor and any and all other notices, demands and consents in connection with
the delivery, acceptance, performance, default or enforcement of this Note,
and hereby consents to any extensions of time, renewals, releases of any
parties to this Note, waivers and any other modifications that may be granted
or consented to by the Holder from time to time in respect of the time of
payment or any other provision of this Note.

  No delay by the Holder in exercising any power or right hereunder, or any
single or partial exercise of any power or right hereunder shall operate as a
waiver or preclude the exercise of any such power or right, or any other power
or right hereunder or otherwise.

  The Maker shall pay to the Holder, on demand, any costs or expenses which the
Holder may incur to enforce or otherwise collect monies due under this Note,
including, without limitation, reasonably attorneys' fees and expenses.

  Maker shall have the right at any time, and from time to time, to prepay all
or portions of the principal balance due hereunder and accrued interest
thereon, without penalty.

  Unless the Holder elects to the contrary, all amounts received by the Holder
shall be applied in the following order of application; first, to any costs or
expenses incurred by the
Holder in the enforcement or collection of this Note; second, to accrued
interest; and third and finally, to the outstanding principal balance.

  This Note shall be governed by and construed in accordance with the internal
substantive laws of the State of New York, and shall be deemed a business loan
under New York law.

  If any provision of this Note shall be unlawful, then such provision shall be
null and void but the remainder of the Note shall remain in full force and
effect and be binding on the Maker and any guarantor and indorser hereof.

  Maker hereby consents to the jurisdiction of any state court located in New
York City, New York or federal court serving New York City, New York and waives
personal service of any and all process upon Maker, and consents that such
service shall be made by certified or registered mail directed to Maker at the
address set forth herein, and shall be deemed to be completed on actual receipt

                                             /s/ Manuel Rivera
                                             Manuel Rivera