$200,000 Dated: January 23, 1996
FOR VALUE RECEIVED, the undersigned hereby promises to pay to THE
EDISON PROJECT L.P. ('Edison') at its offices at 529 Fifth Avenue, 12th Floor,
New York, New York, 10017, $200,000 on the earlier of (i) the fifth anniversary
of the date hereof of (ii) six months from the completion by Edison (or its
successor) of an initial public offering which raises $30,000,000 and Interest
shall accrue on each anniversary of the date hereof until this Note is paid in
full and shall be payable on the date of payment of this Note, such interest to
be at the Prime Rate as publicly announced, by Chase Manhattan Bank, N.A., from
time to time, as at the date first above written, for the purposes of Section
7872 of the Internal Revenue Code.
This note is not assignable.
IN WITNESS WHEREOF the undersigned has hereunto get his hand as of the
date first above written.
/s/ Benno C. Schmidt, Jr.
Benno C. Schmidt, Jr.