LA PETITE ACADEMY INC, POS AM, 1999-12-22

LA PETITE ACADEMY INC
POS AM, 1999-12-22
CHILD DAY CARE SERVICES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 22, 1999
REGISTRATION NO. 333-56239
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST EFFECTIVE AMENDMENT NO. 2
TO

FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------

LA PETITE ACADEMY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 8351 43-1243221
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

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14 CORPORATE WOODS, 8717 WEST 110TH STREET,
SUITE 300,
OVERLAND PARK, KANSAS 66210
(913) 345-1250
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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LPA HOLDING CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 6719 48-1144353
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

LPA SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 6411 74-2849053
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

BRIGHT START, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
MINNESOTA 8351 41-1694581
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

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14 CORPORATE WOODS, 8717 WEST 110TH STREET,

SUITE 300,

OVERLAND PARK, KANSAS 66210

(913) 345-1250

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

------------------------
JAMES R. KAHL
CHIEF EXECUTIVE OFFICER
14 CORPORATE WOODS, 8717 WEST 110TH STREET,
SUITE 300,
OVERLAND PARK, KANSAS 66210
(913) 345-1250
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
WITH A COPY TO:
JOHN J. SUYDAM, ESQ.
O'SULLIVAN GRAEV & KARABELL, LLP
30 ROCKEFELLER PLAZA, NEW YORK, NEW YORK 10112
(212) 408-2400
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC. As soon as
practicable after this Registration Statement becomes effective. If any of the
securities being registered on this Form are being offered in connection with
the formation of a holding company and there is compliance with General
Instruction G, check the following box: [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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- --------------------------------------------------------------------------------
<PAGE> 2

LA PETITE ACADEMY, INC.
LPA HOLDING CORP.

CROSS REFERENCE SHEET

PURSUANT TO REGULATION S-K, ITEM 501(b),
SHOWING LOCATION OF INFORMATION REQUIRED BY ITEMS OF FORM S-4

<TABLE>
<CAPTION>
FORM S-4 ITEM NUMBER AND CAPTION LOCATION OR CAPTION IN PROSPECTUS
-------------------------------- ---------------------------------
<S> <C>
1. Forepart of Registration Statement
and Outside Front Cover Page of
Prospectus........................ Facing Page of Registration Statement;
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus......... Inside Front and Outside Back Cover
Pages of Prospectus; Available
Information
3. Risk Factors, Ratio of Earnings to
Fixed Charges and Other
Information....................... Prospectus Summary; Risk Factors;
Selected Consolidated Financial and
Other Data
4. Terms and Transaction............. Prospectus Summary; The Exchange
Offer; Description of Notes
6. Material Contracts with the
Company Being Acquired............ *
7. Additional Information Required
for Reoffering by Persons and
Parties Deemed to be
Underwriters...................... Plan of Distribution
8. Interests of Named Experts and
Counsel........................... *
9. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities................... *
10. Information With Respect to S-3
Registrants....................... *
11. Incorporation of Certain
Information by Reference.......... *
12. Information With Respect to S-2 or
S-3 Registrants................... *
13. Incorporation of Certain
Information by Reference.......... *
</TABLE>
<PAGE> 3

<TABLE>
<CAPTION>
FORM S-4 ITEM NUMBER AND CAPTION LOCATION OR CAPTION IN PROSPECTUS
-------------------------------- ---------------------------------
<S> <C>
14. Information With Respect to
Registrants Other Than S-2 or S-3
Registrants....................... Prospectus Summary; Risk Factors;
Selected Consolidated Financial and
Other Data; Management's Discussion
and Analysis of Financial Condition
and Results of Operations; Business;
Description of the Credit Agreement;
Certain United States Federal Income
Tax Considerations
15. Information With Respect to S-3
Companies......................... *
16. Information With Respect to S-2 or
S-3 Companies..................... *
17. Information With Respect to
Companies Other Than S-2 or S-3
Companies......................... *
18. Information if Proxies, Consents
or Authorization Are to be
Solicited......................... *
19. Information if Proxies, Consents
or Authorizations Are Not to be
Solicited, or in an Exchange
Offer............................. Management; Ownership of Securities;
Certain Relationships and Related
Transactions
</TABLE>

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* Not applicable or answer is in the negative.
<PAGE> 4

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be
any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any State.

SUBJECT TO COMPLETION, DATED DECEMBER 22, 1999

PROSPECTUS

LA PETITE ACADEMY, INC.
LPA HOLDING CORP.

$145,000,000 10% SERIES B SENIOR NOTES DUE 2008

------------------------

La Petite Academy, Inc. and its parent company, LPA Holding Corp., together, the
issuers, issued their new 10% Series B Senior Notes due 2008 in exchange for
their previously outstanding 10% Senior Notes due 2008.

We will pay interest on the new notes semi-annually on May 15 and November 15 of
each year. The new notes will mature on May 15, 2008. We may redeem the new
notes, in whole or in part, after May 15, 2003. In addition, we may redeem up to
35% of the new notes with the net proceeds of one or more public equity
offerings. Upon the occurrence of a change of control, each holder of new notes
may require us to repurchase all or any part of the new notes. See "Description
of Notes."

The new notes are unsecured senior indebtedness and are subordinate to all our
existing and future secured indebtedness. The new notes rank equally with all
our existing and future senior indebtedness and senior to all our subordinated
obligations. Each of our existing subsidiaries fully and unconditionally
guarantees the new notes on a senior basis. LPA Holding Corp. and our existing
subsidiaries have guaranteed our credit agreement and we are all jointly and
severally liable on a senior basis. At October 23, 1999, we had $199.9 million
of senior indebtedness outstanding, of which $54.9 million is secured. See
"Description of Notes -- Ranking."

This prospectus has been prepared for use by Chase Securities Inc., or CSI, in
connection with offers and sales related to market-making transactions in the
notes. The notes are not listed on any national securities exchange or any
quotation system. CSI may act as principal or agent in such transactions. We do
not receive any proceeds from any such purchases or sales. Such sales will be
made at prices related to prevailing market prices at the time of sale. See
"Plan of Distribution."

------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 10 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES.

------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS , 1999

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TABLE OF CONTENTS

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<CAPTION>
PAGE
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<S> <C>
Prospectus Summary................... 1
Risk Factors......................... 10
Use of Proceeds...................... 18
The Transactions..................... 18
Capitalization....................... 20
Selected Consolidated Financial and
Other Data......................... 21
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... 24
Business............................. 35
Management........................... 48
</TABLE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Ownership of Securities.............. 56
Certain Relationships and Related
Transactions....................... 57
Description of the Credit
Agreement.......................... 58
Description of the Notes............. 61
Certain United States Federal Income
Tax Considerations................. 92
Book-Entry; Delivery and Form........ 96
Plan of Distribution................. 99
Legal Matters........................ 99
Experts.............................. 99
Index to Financial Statements........ F-1
</TABLE>

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FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. We use words such as "may," "believe," "estimate,"
"expect," "plan," "intend" "anticipate" and similar expressions to identify
forward-looking statements. We have based these forward-looking statements on
our current expectations and projections about future events, activities or
developments. Forward-looking statements include statements relating to, among
other things:

- our growth strategy and plans regarding opening and acquiring new
Academies and entering new markets;

- our intention to expand existing Academies;

- expected capital and other expenditures to open new and relocated and/or
expanded existing Academies;

- growth trends in the child care industry;

- the anticipated consequences of the Year 2000 issue; and

- our expectations regarding competition.

Forward-looking statements are subject to numerous known or unknown risks,
uncertainties and assumptions many of which are beyond our control. Actual
results could differ materially from those expressed in or implied by these
forward-looking statements. Important factors that could cause actual results to
be materially different from those anticipated in the forward-looking statements
are set forth under "Risk Factors" and throughout this prospectus including,
among other things:

- risks related to our ability to open and profitably operate Academies;

- our ability to profitably relocate and/or expand existing Academies;

- significant competition;

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<PAGE> 6

- seasonal fluctuations in our business;

- changes in industry regulations;

- risks regarding increases in promotional activities of competitors
including pricing strategies;

- the results of financing efforts;

- fluctuations in demand for child care services;

- the risks associated with Year 2000 issues; and

- general economic conditions.

We undertake no obligation, and disclaim any obligation, to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. Prospective purchasers should not place undue
reliance on such forward-looking statements.

-------------------------

You should rely only on the information contained in this prospectus.
Neither we nor Chase Securities Inc. or CSI have authorized any person to
provide you any information or represent anything to you other than the
information contained in this prospectus. You must not rely on any unauthorized
information or representations. This prospectus does not offer to sell or buy
any of the securities in any jurisdiction where it is unlawful. You should
assume that the information appearing in this prospectus is accurate only as of
the date on the front cover of this prospectus. Our business, financial
condition, results of operations and prospects may have changed since that date.
Information in our promotional literature is not incorporated into this
document.

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<PAGE> 7

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
It is not complete and does not contain all the information that is important to
you. You should read the entire prospectus carefully, including the "Risk
Factors" section and our consolidated financial statements and notes to those
statements. All references to "La Petite Academy," "La Petite," "we", "our" or
"us" mean La Petite Academy, Inc., our consolidated subsidiary and predecessor,
unless the context indicates otherwise. All references to "Academies" mean all
residential and employer-based La Petite Academies and all Montessori schools
that we operate, unless the context indicates otherwise. All references in this
prospectus to fiscal years prior to 1999 refer to fiscal years ending on the
last Saturday in August of each year. On June 10, 1999, we changed our fiscal
year to be the 52 or 53 week period ending on the first Saturday in July. As a
result of this change, fiscal year 1999 was a 44 week transition period. All
references to market share and demographic data in this prospectus are based on
industry and government publications and our estimates. All references to our
parent are to LPA Holding Corp. which is a co-issuer of the notes.

OVERVIEW

La Petite is the second largest operator of for profit preschool
educational facilities in the United States. We provide center-based educational
and child care services five days a week throughout the year to children between
the ages of six weeks and 12 years. We believe our superior educational
programs, which our curriculum department developed and regularly enhances,
differentiate us from our competitors. Our focus on quality educational services
allows us to capitalize on the increased awareness of the benefits of premium
educational instruction for preschool and elementary school age children. At our
residential and employer-based Academies, we use our proprietary Journey(R)
curriculum with the intent of maximizing a child's cognitive and social
development. We also operate Montessori schools that use the Montessori method
of learning, a classical approach that features the programming of tasks with
materials presented in a sequence dictated by each individual child's
capabilities.

As of July 3, 1999, we operated 743 educational facilities, including 689
Academies utilizing the Journey curriculum, 27 employer-based Academies and 27
Montessori schools, located in 35 states and the District of Columbia. For the
44 weeks ended July 3, 1999, we had an average attendance of approximately
81,000 full and part-time children. Our average operating capacity was
approximately 91,000 full-time children and estimated full-time equivalent
student (FTE) utilization was 65% during the 44 weeks ended July 3, 1999. Since
July 3, 1999, we have opened eight new Journey curriculum based schools and
seven new Montessori curriculum based schools. In addition, on July 21, 1999, we
acquired all of the outstanding stock of Bright Start, Inc., an operator of 44
preschools and child care facilities, similar to those we operate, located in
Minnesota (7), Wisconsin (11), New Mexico (17), and Nevada (9). For pro forma
information about us as if the Bright Start acquisition had occurred as of
August 30, 1998, see the Unaudited Pro Forma Combined Statements of Operations
of LPA Holding Corp. included elsewhere in this prospectus.

COMPETITIVE STRENGTHS

STRONG MARKET POSITION AND BRAND IDENTITIES. Based on the number of centers
operated, we are the second largest provider of for profit preschool education
and child care services in the United States. Operating since 1968, we have
built brand equity in the markets we serve through the development of a network
of Academies concentrated in clusters in demographi-
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cally desirable Metropolitan Statistical Areas ("MSAs"). We believe that we
benefit significantly from word-of-mouth referrals from parents, educators and
other school administrators.

ATTRACTIVE BUSINESS MODEL. We have achieved improvements in profitability
at the Academy level through a combination of:

- revenue enhancement and cost management at the individual Academies and

- the economies of scale and synergies realized through the clustering of
Academies in economically and demographically attractive areas.

During fiscal year ended July 3, 1999, we opened six Journey Academies and
seven Montessori schools. Since July 3, 1999, we have opened an additional eight
Journey Academies, seven Montessori schools, and acquired 44 preschools and
children facilities through the Bright Start Acquisition. The new Journey
Academies average 9,700 square feet with an operating capacity of approximately
175 children and the new Montessori schools average 9,800 square feet with an
operating capacity of approximately 150 children. Our Montessori schools have
proved to be successful with higher student retention, tuition averaging
approximately 20% more than at our residential and employer-based Academies and
more favorable teacher-student ratios, resulting in increased profitability. In
March 1998, we completed the installation in all of our residential Academies of
the first phase of a newly developed proprietary management information system,
the Academy Document Management and Information Network ("ADMIN"), and in
September 1999, this was expanded to include all Montessori schools.

GEOGRAPHICALLY DIVERSIFIED OPERATIONS. Our operations are geographically
diversified, with 791 Academies located throughout 35 states and the District of
Columbia as of October 23, 1999. The geographical diversity of our operations
and profitability mitigates the potential impact of regional economic downturns
or adverse changes in local regulations.

EXPERIENCED AND INCENTIVIZED MANAGEMENT TEAM. Our top four members of
senior management average approximately 10 years of experience with us. In
addition, our Area Vice Presidents and Regional Directors average over 16 years
and 10 years with us, respectively. Our management owns or has the right to
acquire, subject to certain performance requirements, approximately 14.8% of the
common stock of our parent company on a fully diluted basis.

BUSINESS STRATEGY

We believe we are well positioned for future growth as one of the leading
providers of quality educational care to preschool aged children. Our objective
is to grow our higher margin businesses and continue to be a leader in the
markets in which we operate.
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CAPITALIZE ON REPUTATION FOR CUSTOMER DRIVEN SERVICE. We believe that our
knowledge of parents' objectives and desires for their children's education
differentiates us from other child care providers. In order to better understand
customer needs, we have conducted:

- focus groups with parents,

- customer and employee satisfaction surveys (conducted by us and third
parties), and

- interviews with parents.

From this research we have found that what parents want for their children
and what is deemed educationally appropriate by early education experts are not
always consistent. Therefore, retention and acquisition programs have been
developed to bridge this gap and increase awareness and appreciation of our
professionally designed curriculum. Additionally, this research has been used to
develop the Parent's Partner Plan, a program offering parents flexible absence
day options, extended care during holidays and guaranteed parent communications.

BUILD ACADEMIES AND MONTESSORI SCHOOLS IN ATTRACTIVE MARKETS. During fiscal
year ended July 3, 1999, we opened six new Journey based Academies and seven new
Montessori schools. Since July 3, 1999, we have opened an additional eight
Journey Academies and seven Montessori schools. Also on July 21, 1999, we
acquired Bright Start, Inc., an operator of 44 center-based preschools and
childcare facilities. This total of 72 new units satisfies our growth plans for
fiscal 1999 and 2000. Newly built Academies are approximately 9,750 square feet,
built on sites of approximately one acre, have an operating capacity of
approximately 175 children for Journey(R) curriculum based Academies and 150
children for Montessori schools and incorporate a closed classroom concept.

PURSUE STRATEGIC OPPORTUNITIES. In addition to new Academy development, we
will continue to seek to acquire existing child care centers where demographics
and facility conditions complement our business strategy. We believe our
competitive position, economies of scale and financial strength will enable us
to capitalize on selective acquisition opportunities in the fragmented child
care industry. We may also engage in cross-marketing opportunities with
manufacturers and marketers of educational products.
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THE TRANSACTIONS

Pursuant to a Merger Agreement dated March 17, 1998 among LPA Investment
LLC, or LPA, a limited liability company owned by an affiliate of Chase Capital
Partners and by an entity controlled by Robert E. King, one of our directors,
and our parent company, LPA Holding Corp. (formerly Vestar/LPA Investment
Corp.), on May 11, 1998, our parent company effected a recapitalization pursuant
to which the following transactions occurred:

- a wholly-owned subsidiary of LPA was merged into our parent company,

- all of the then outstanding shares of preferred stock and common stock of
our parent company (other than the shares of common stock retained by
Vestar/LPT Limited Partnership, or Vestar, and our management) owned by
its existing stockholders were converted into cash, and

- LPA Investment LLC. in a transaction known as the equity investment,
purchased approximately $72.5 million (less the value of options retained
by management) of common stock and $30 million of redeemable preferred
stock of our parent company, and received warrants to purchase shares of
common stock of our parent company which currently represents the right
to acquire 5.7% of our parent company's outstanding common stock on a
fully diluted basis.

Vestar retained common stock of our parent company having a value (based on
the amount paid by LPA for its common stock of our parent company) of $2.8
million (currently representing 2.9% of the outstanding parent company common
stock on a fully diluted basis). Current management retained common stock of our
parent company having a value (based on the amount paid by LPA for our parent
company common stock) of $4.4 million (currently representing 4.5% of the common
stock of our parent company on a fully diluted basis) and retained existing
options to acquire shares of our parent company's common stock which currently
represents the right to acquire 2.1% of our parent company's common stock on a
fully diluted basis. In addition, our parent company adopted a new option plan
and granted or allocated for grant options to acquire shares of its common stock
which currently represent the right to acquire 8.2% of our parent company's
common stock on a fully diluted basis. As of the date of this prospectus,
management owns or has the right to acquire, subject to certain performance
requirements, approximately 14.8% of our parent company common stock on a fully
diluted basis. See "Ownership of Securities."

We used the equity investment, the proceeds of the offering of the old
notes and borrowings under the Credit Agreement to finance the recapitalization,
to refinance substantially all of our outstanding indebtedness and outstanding
preferred stock and to pay related fees and expenses.

The refinancing transactions consisted of:

- the defeasance of all of our outstanding $85 million principal amount of
9 5/8% Senior Secured Notes due 2001,

- the exchange of all outstanding shares of our parent's Class A Preferred
Stock and accrued dividends thereon for $35.4 million in aggregate
principal amount of our 12 1/8% Subordinated Exchange Debentures due
2003, and the immediate defeasance of these exchange debentures, and

- the redemption of all our outstanding 6 1/2% Convertible Subordinated
Debentures due 2011.
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<PAGE> 11

In connection with the recapitalization and the refinancing transactions,
we entered into a new Credit Agreement providing for a $40 million term loan
facility and a $25 million revolving loan facility, that is available for our
working capital requirements. See "Description of the Credit Agreement."

The offering of the old notes, the recapitalization, the equity investment,
the borrowings under the Credit Agreement and the refinancing transactions are
collectively referred to as the Transactions.

RECENT DEVELOPMENTS

On November 11, 1999, Jim Kahl, our chairman of the board, chief executive
officer and president, announced that he intends to relinquish his day-to-day
responsibilities as CEO and president effective upon selecting a replacement for
his position. A search has begun for his replacement with an expected transition
date of early 2000. Mr. Kahl will continue as chairman and will focus his time
on special projects.

On December 15, 1999, LPA acquired an additional $15.0 million of our
parent company's redeemable preferred stock and received warrants to purchase an
additional 3% of our parent company's common stock on a fully-diluted basis. The
$15.0 million proceeds received by our parent company was contributed to us as
common equity. We used the capital contribution to repay indebtedness incurred
under our revolving credit facility to finance the Bright Start acquisition. In
addition, on December 14, 1999, our Credit Agreement was amended to, among other
things, amend the financial covenants to reflect our company's current and
projected operating plans.

OWNERSHIP

As a result of the recapitalization and the recent purchase of preferred
stock and warrants, LPA Investment LLC beneficially owns 80.0% of the common
stock of our parent company on a fully diluted basis and $45 million of
redeemable preferred stock of our parent company. Chase Capital Partners, or
CCP, owns a majority of the economic interests of LPA and an entity controlled
by Robert E. King owns a majority of the voting interests of LPA. CCP is the
private equity group of The Chase Manhattan Corporation, one of the largest bank
holding company in the United States, and is one of the largest private equity
organizations in the United States, with over $7.0 billion under management.
Through its affiliates, CCP invests in leveraged buyouts, recapitalizations and
venture capital opportunities by providing equity and mezzanine debt capital.
Since its inception in 1984, CCP has made over 700 direct investments in a
variety of industries.

-------------------------

Our principal executive offices are located at 8717 West 110th Street,
Suite 300, Overland Park, Kansas 66210 and our telephone number is (913)
345-1250.
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<PAGE> 12

SUMMARY DESCRIPTION OF THE NEW NOTES

You should read the following summary together with "Description of Notes."

Issuers......................... La Petite Academy, Inc. and LPA Holding
Corp.

Notes Outstanding............... $145,000,000 aggregate principal amount of
10% Series B Senior Notes due 2008.

Maturity Date................... May 15, 2008.

Interest Payment Dates.......... May 15 and November 15 of each year.

Sinking Fund.................... None.

Optional Redemption............. We may redeem the notes at our option, in
whole or in part, at any time on or after
May 15, 2003, at the redemption prices, plus
accrued and unpaid interest, if any, to the
redemption date. We may also redeem up to
35% of the aggregate principal amount of the
notes at our option, at any time prior to
May 15, 2001, at a redemption price equal to
110% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the
redemption date, with the net cash proceeds
of one or more equity offerings, except that
at least 65% of the original aggregate
principal amount of the notes must remain
outstanding after such redemption.

Change of Control............... Upon the occurrence of a change of control,
each holder of the notes may require us to
purchase all or a portion of the holder's
notes at a price equal to 101% of the
aggregate principal amount thereof, plus
accrued and unpaid interest, if any, to the
date of purchase.

Restrictive Covenants........... The notes are issued under an indenture
which contains certain covenants that, among
other things, limits our ability and the
ability of our restricted subsidiaries to:

- incur additional indebtedness,

- make investments,

- make restricted payments, including
dividends or other distributions,

- incur liens,

- enter into certain transactions with
affiliates, and

- enter into certain mergers or
consolidations or sell all or
substantially all of the assets of
the Company and its subsidiaries
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<PAGE> 13

These covenants are subject to a number of
significant exceptions and qualifications.

Guarantees...................... Each of our existing subsidiaries fully and
unconditionally guarantees the new notes.
Our parent company and our subsidiaries have
guaranteed the Credit Agreement and are
jointly and severally liable with us on a
senior basis. We have secured our
obligations under the credit agreement by
pledges of all of our capital stock and the
stock of our subsidiaries, as well as
security interests in, or liens on,
substantially all of our tangible and
intangible assets and the assets of our
parent company and our subsidiaries.

Ranking......................... The new notes are unsecured senior
indebtedness, subordinated in right of
payment to all of our existing and future
secured indebtedness. At October 23, 1999,
we had $199.9 million of senior indebtedness
outstanding, of which $54.9 million is
secured. Except for the guarantees of the
notes and the Credit Agreement, the
guarantors had no other senior indebtedness
outstanding.

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<PAGE> 14

SUMMARY OF FINANCIAL AND OPERATING DATA

The following table contains summary financial and other data for our
parent company and La Petite Academy on a consolidated basis. Information for
the fiscal years ended July 3, 1999, August 29, 1998, and August 30, 1997 is
derived from our financial statements which have been audited by Deloitte &
Touche, LLP, independent auditors. On June 10, 1999, we changed our fiscal year
to be the 52 or 53 week period ending on the first Saturday in July. Prior to
this change we utilized a fiscal year consisting of the 52 or 53 week period
ending on the last Saturday in August. As a result of this change, fiscal year
1999 was a 44 week transition period. The information for the 16 weeks ended
October 23, 1999 and October 24, 1998 and for the 44 weeks ended July 4, 1998 is
unaudited but, in the opinion of management, reflects all adjustments
(consisting of normal recurring adjustments) necessary to present fairly the
financial position and results of operations for the unaudited period.
Historical results are not necessarily indicative of the results to be expected
in the future, and results of interim periods are not necessarily indicative of
the results for the entire fiscal year. You should read this information
together with "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and our consolidated financial statements and notes to
those statements.

<TABLE>
<CAPTION>
16 WEEKS 16 WEEKS 44 WEEKS 44 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED ENDED ENDED ENDED
OCTOBER 23, OCTOBER 24, JULY 3, JULY 4, AUGUST 29, AUGUST 30,
1999 1998 1999 1998 1998 1997
----------- ----------- --------- --------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT ACADEMY DATA AND RATIOS)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Operating revenue............. $ 108,365 $ 96,743 $ 281,072 $ 267,242 $ 314,933 $302,766
Operating expenses............ 106,942 92,761 264,882 261,403 306,900 288,740
Operating income.............. 1,423 3,982 16,190 5,839 8,033 14,026
Interest expenses(a).......... 6,236 6,014 16,145 11,100 14,126 9,245
Net loss...................... (3,115) (1,390) (797) (12,716) (13,328) (1,217)
OTHER FINANCIAL DATA:
EBITDA (as defined)(c)........ $ 6,161 $ 8,478 $ 28,026 $ 28,049 $ 32,533 $ 30,087
Cash flows from (used for)
operating activities........ (883) 9,221 10,320 201 7,224 14,886
Cash flows from (used for)
investing activities........ (2,816) (2,319) (19,204) (9,164) (11,005) (6,848)
Cash flows from (used for)
financing activities........ 4,008 (1,926) 6,588 (10,188) (13,322) 3,142
Depreciation.................. 4,246 4,160 10,911 11,769 13,892 13,825
Amortization of goodwill and
other intangibles........... 492 336 925 1,717 1,884 2,236
Capital expenditures.......... 15,186 6,485 31,666 9,697 13,637 7,300
Ratio of earnings to fixed
charges(c).................. (c) (c) 1.0x (c) (c) 1.1x
ACADEMY DATA:
Number of Academies........... 791 736 743 745 736 745
Operating Capacity(d)......... 98,365 89,928 90,761 90,691 89,666 90,601
FTE Utilization(e)............ 61% 62% 65% 66% 65% 66%
Average Weekly FTE
Tuition(f).................. $ 113 $ 108 $ 109 $ 102 $ 104 $ 98
BALANCE SHEET DATA:
Cash, cash equivalents and
restricted cash............. $ 5,855 $ 11,551 $ 5,790 $ 5,731 $ 8,624 $ 26,283
Working Capital............... (20,346) (16,711) (27,171) (15,604) (16,707) 10,398
Total assets.................. 171,619 161,500 169,175 157,975 160,791 171,160
Total long term debt.......... 197,567 185,565 187,999 185,719 185,727 85,903
Redeemable preferred stock.... 30,735 26,269 29,310 24,892 25,625 32,521
Stockholder's equity
(deficit)................... (114,723) (107,122) (110,183) (104,293) (105,701) 3,374
</TABLE>

- -------------------------
8
<PAGE> 15

(a) Interest expense includes $0.3 million, $0.3 million, $0.8 million, $0.7
million, $0.8 million, and $0.9 million of amortization of deferred
financing expense for the 16 weeks ended October 23, 1999 and October 24,
1998, the 44 weeks ended July 4, 1998, and the fiscal years 1999, 1998, and
1997, respectively.

(b) EBITDA is net income before non-cash restructuring charges, extraordinary
items, net interest expense, taxes, depreciation and amortization. EBITDA
is not intended to represent cash flow from operations as defined by
generally accepted accounting principles and should not be considered as an
alternative to net income as reported under GAAP as an indicator of our
operating performance or to cash flows as a measure of liquidity. EBITDA is
presented because we believe that EBITDA represents a more consistent
financial indicator of our ability to service our debt.

(c) For purposes of determining the ratio of earnings to fixed charges,
earnings are defined as income before income taxes and extraordinary items,
plus fixed charges. Fixed charges consists of interest expense on all
indebtedness, amortization of deferred financing costs, and one-third of
rental expense on operating leases representing that portion of rental
expense that we deemed to be attributable to interest. For the 16 weeks
ended October 23, 1999 and October 24, 1998, the 44 weeks ended July 4,
1998 and the 52 weeks ended August 29, 1998, earnings were inadequate to
cover fixed charges by $4.8 million, $2.0 million, $7.3 million and $8.1
million, respectively.

(d) As a result of our targeted teacher-student ratios, the physical layout of
certain residential Academies and the typical layout of Montessori Schools,
our Academies have an operating capacity approximately 8% below licensed
capacity. Licensed capacity measures the overall capacity of our Academies
based upon applicable state licensing regulations.

(e) FTE Utilization is the ratio of full-time equivalent students to the total
operating capacity for all of our Academies. FTE attendance is not a
measure of the absolute number of students attending our Academies. Rather,
it is an approximation of the full-time equivalent number of students based
on our estimates and weighted averages. For example, a student attending
full-time is equivalent to one FTE, while a student attending only one-half
of each day is equivalent to 0.5 FTE.

(f) We calculate the average weekly FTE tuition by dividing total operating
revenue by the number of weeks in the applicable period and by the number
of FTE students for the applicable period.
9
<PAGE> 16

RISK FACTORS

You should carefully consider these risk factors, together with all
information included in this prospectus. If any of the following risks, or other
risks not presently known to us or that we currently believe not to be
significant, develop into actual events, then our business, financial condition,
results of operations or prospect could be materially affected.

BECAUSE WE HAVE SUBSTANTIAL LEVERAGE AND DEBT SERVICE OBLIGATIONS, OUR SUCCESS
DEPENDS ON OUR ABILITY TO GENERATE CASH FLOW AND BE PROFITABLE.

As a result of the issuance of the notes and the borrowings under the
Credit Agreement, we have a highly leveraged capital structure and our
consolidated indebtedness is substantial in relation to our stockholders'
equity. As of October 23, 1999, we had consolidated indebtedness of $199.9
million (exclusive of unused commitments under the Credit Agreement) and a
stockholders' deficit of $114.7 million.

The degree to which we are leveraged could have important consequences to
the holders of the notes, including the following:

- a substantial portion of our cash flow from operations is dedicated to
the payment of principal and interest on our indebtedness, including the
notes, which reduces the funds available for other purposes;

- our ability to obtain additional financing in the future may be
significantly impaired, including our ability to obtain additional
financing for working capital, capital expenditures, acquisitions or
other corporate purposes and to obtain sale leaseback financing;

- some of our indebtedness is at variable rates of interest, which could
result in higher interest expense in the event of increases in interest
rates;

- all the indebtedness outstanding under the Credit Agreement is secured by
pledges of all our capital stock and the capital stock of our existing
subsidiaries, as well as the capital stock of all of our future
subsidiaries, and security interests in, or liens on, substantially all
of our other tangible and intangible assets including our parent company
and our existing subsidiaries, as well as all of our future subsidiaries,
and such indebtedness will mature prior to the maturity of the notes;

- our ability to compete through capital improvement and expansion may be
limited; and

- our ability to adjust to changing market conditions and to withstand
competitive pressures could be limited, and we may be vulnerable in the
event of a downturn in general economic conditions or the business.

Our ability to make scheduled payments and to refinance our obligations
with respect to our indebtedness, including the notes, will depend upon our
future operating performance. In turn, this will be affected by general economic
and competitive conditions and by financial, business and other factors, many of
which are beyond our control. For the 16 weeks ended October 23, 1999, the 44
weeks ended July 3, 1999, and the 52 weeks ended August 29, 1998 our
consolidated cash interest expense was $1.5 million, $17.7 million and $9.2
million, respectively. We anticipate that our cash flow, together with
borrowings under the Credit Agreement, will be sufficient to meet our operating
expenses and to service our debt requirements for at least the next twelve
months. If we are unable to generate sufficient cash flow from operations in the
future or borrow under the Credit Agreement in an amount

10
<PAGE> 17

sufficient to meet our operating expenses and to service our debt requirements
as they become due, we will have to adopt an alternative strategy that may
include reducing or delaying capital expenditures, selling assets, restructuring
or refinancing our indebtedness, changing our corporate structure or seeking
additional equity capital. There can be no assurance that any of these actions
could be effected in a timely manner or on satisfactory terms, if at all, or
that any of these actions would enable us to continue to meet our operating
expenses and to service our debt requirements as they become due. In addition,
the terms of the agreements governing our existing and future indebtedness,
including the terms of the Credit Agreement and the indenture, may prohibit us
from taking any of these actions. The failure to generate sufficient cash flow
from operations, to borrow under the Credit Agreement or to adopt an alternative
strategy could materially adversely affect our ability to pay interest on, and
to repay the principal of, the notes and adversely affect the market value of
the notes. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."

BECAUSE YOU HOLD UNSECURED NOTES AND GUARANTEES, YOU WILL NOT HAVE THE BENEFIT
OF COLLATERAL.

The indenture permits us, our parent company and our restricted
subsidiaries to incur secured indebtedness, including indebtedness under the
Credit Agreement, which is secured by security interests in, or liens on,
substantially all tangible and intangible assets of us, our parent company and
our existing subsidiary, as well as all of our future subsidiaries and a pledge
of all our capital stock and the capital stock of our subsidiary, as well as all
future subsidiaries. The notes and the guarantees are unsecured and therefore
will not have the benefit of any collateral. Accordingly, in the event of a
bankruptcy, liquidation, reorganization or similar proceeding relating to us,
our parent company or a guarantor, the lenders of such secured indebtedness
would have the right to foreclose upon such collateral to the exclusion of the
holders of the notes, notwithstanding the existence of an event of default with
respect to the notes. In such event, our assets and the assets of our parent
company and the guarantors would first be used to repay in full all amounts
outstanding under such secured indebtedness which would result in all or a
portion of these assets being unavailable to satisfy claims of holders of the
notes and other unsecured indebtedness.

OUR ABILITY TO COMPLY WITH THE RESTRICTIONS IMPOSED BY TERMS OF INDEBTEDNESS
COULD CAUSE A DEFAULT UNDER THE CREDIT AGREEMENT OR INDENTURE.

The terms and conditions of the Credit Agreement impose restrictions on our
ability to:

- incur indebtedness or issue certain equity securities,

- incur liens,

- undergo certain fundamental changes,

- make loans or advances,

- incur guarantees or make acquisitions,

- undertake asset sales,

- engage in sale and leaseback transactions,

- enter into hedging agreements,

11
<PAGE> 18

- pay dividends in respect of our capital stock

- make distributions on or repurchase or redeem capital stock or certain
indebtedness,

- enter into transactions with affiliates,

- enter into certain restrictive agreements,

- amend certain material documents, and

- make capital expenditures and engage in mergers and consolidations.

The Credit Agreement also requires us to maintain specified financial
ratios and satisfy certain tests, including a maximum leverage ratio, a fixed
charge coverage ratio and a minimum EBITDA test. The terms and conditions of the
indenture impose restrictions on our ability and the ability of our restricted
subsidiaries to:

- incur additional indebtedness,

- pay dividends on and redeem capital stock,

- redeem certain subordinated obligations,

- make investments,

- undertake sales of assets and subsidiary stock,

- grant liens on our assets and the assets of our parent company and our
restricted subsidiaries,

- engage in certain transactions with affiliates,

- sell or issue capital stock of our restricted subsidiaries, and

- engage in consolidations, mergers and transfers of all or substantially
all the assets of the issuers.

Our ability to comply with these and other terms and conditions of the
Credit Agreement and the indenture may be affected by general economic and
competitive conditions and by financial, business and other factors, many of
which are beyond our control. A breach of any of these covenants could result in
a default under the Credit Agreement or the indenture. In such an event, the
lenders under the Credit Agreement could elect to declare all amounts
outstanding under the Credit Agreement, together with accrued and unpaid
interest, to be immediately due and payable. If we are unable to repay such
amounts, such lenders would have the right to proceed against the collateral
granted to them to secure such indebtedness and other amounts. See "Description
of the Credit Agreement" and "Description of Notes."

WE MAY NOT HAVE THE ABILITY TO REPURCHASE THE NOTES UPON CHANGE OF CONTROL

Upon the occurrence of a change of control, each holder of notes will have
the right to require us to repurchase all or any part of such holder's notes at
a purchase price equal to 101% of the principal amount thereof, plus accrued and
unpaid interest, if any, to the date of repurchase. Certain events which would
constitute a change of control would also constitute an event of default under
the Credit Agreement. In addition, the Credit Agreement will effectively
prohibit our repurchase of the notes in the event of a change of control unless
all amounts outstanding under the Credit Agreement are repaid in full. Our
failure to repurchase

12
<PAGE> 19

any notes upon the occurrence of a change of control would result in an event of
default under the indenture. The inability to repay all indebtedness outstanding
under the Credit Agreement, if accelerated, would also constitute an event of
default under the indenture. In the event of a change of control, there can be
no assurance that we will have sufficient assets to satisfy all obligations
under the Credit Agreement and the indenture. Agreements governing our future
indebtedness may also contain prohibitions of certain events and transactions
which would constitute a change of control. See "Description of Notes -- Change
of Control."

FAILURE BY AN ACADEMY TO COMPLY WITH LICENSING REQUIREMENTS AND GOVERNMENT
REGULATIONS COULD CAUSE THE REVOCATION OF THE ACADEMY'S LICENSE TO OPERATE

Each Academy must be licensed under applicable state and local licensing
laws and is subject to a variety of state and local regulations. Although these
state and local licensing requirements and regulations vary greatly from
jurisdiction to jurisdiction, governmental agencies generally review the safety,
fitness and adequacy of the buildings and equipment, the ratio of staff to
children, the dietary program, the daily curriculum and compliance with health
standards. In many jurisdictions, new legislation or regulations have been
enacted or are being considered which establish requirements for employee
background checks or other clearance procedures for new employees of child care
centers. For example, many of the states in which we operate require criminal
record checks for all child care staff as part of their licensing regulations,
and some states in which we operate require fingerprint verification. Repeated
failures by an Academy to comply with applicable regulations may subject the
Academy to state sanctions, which might include fines, corrective orders, being
placed on probation or, in more serious cases, suspension or revocation of the
Academy's license to operate. We believe we are in substantial compliance with
all material licensing requirements and regulations applicable to our
businesses.

Although there are presently no federal licensing requirements, a child
care center must satisfy certain minimum standards to qualify for participation
in certain federal subsidy programs. We believe we have substantially satisfied
all material standards necessary to qualify for participation in the federal
subsidy programs relevant to our business.

THE LOSS OF GOVERNMENT FUNDING FOR CHILD CARE ASSISTANCE PROGRAMS WOULD
ADVERSELY IMPACT OUR OPERATING REVENUES

During fiscal 1999, approximately 10% of our operating revenues were
generated from federal and state child care assistance programs. Funding for
such programs is subject to changes in federal and state environments and
governmental appropriations processes, which are unpredictable and beyond our
control. Accordingly, there is no assurance that funding for such federal and
state programs will continue at current levels and a significant reduction in
such funding may have an adverse impact on us. In addition, although the
Internal Revenue Code of 1986, as amended, makes certain tax incentives
available to parents utilizing child care programs, such provisions of the Code
are subject to change. See "Business -- Government Regulation."

The fiscal year 2000 budget passed by Congress and sent to the President
for signature includes various funding increases that could adversely affect our
revenues. Child Care and Development Block Grant funding was frozen at last
year's levels and Title XX funding was cut by nearly $200 million. The Child
Care and Development Block Grant and Title XX fund a significant portion of the
state child care assistance programs in which La Petite participates. The fiscal
year 2000 budget also includes a $250 million funding increase for

13
<PAGE> 20

21st Century Community Learning Centers. This program could have an unfavorable
impact on our business by introducing federally subsidized competition into
markets where La Petite offers its school-age after school programs.
Additionally, all federal programs, including those impacting La Petite's
business, are subject to further funding reductions as part of the 0.38%
across-the-board cut Congress approved for all government agencies.

On the state level, while states are moving to increase funding for
preschool services, the for-profit sector has often been overlooked and
preschool funding has typically been targeted to the state public school system.
In particular, the California Department of Education is attempting to institute
a state-funded universal pre-kindergarten program that would largely exclude
for-profit providers. While no assurance can be given whether this legislation
or similar legislation will be adopted, the passage of this legislation would
have a significant negative impact on our schools in California and would set a
dangerous precedent for other state/federal preschool initiatives.

ADVERSE PUBLICITY CONCERNING ALLEGED CHILD ABUSE COULD AFFECT OUR ABILITY TO
OBTAIN OR INCREASE THE COST OF INSURANCE

As a result of adverse publicity concerning reported incidents of alleged
child physical and sexual abuse at child care centers and the length of time
before the expiration of applicable statutes of limitations for the filing of
child abuse and personal injury claims (typically a number of years after the
child reaches the age of majority), many operators of child care centers have
had difficulty obtaining general liability insurance, child abuse liability
insurance or similar liability insurance or have been able to obtain such
insurance only at high rates. So far, we have obtained insurance in amounts we
believe to be appropriate. There is no assurance that our insurance premiums
will not increase in the future because of conditions in the insurance business,
our experience in particular, or that continuing publicity with respect to
alleged instances of child abuse will not result in our being unable to obtain
insurance. Like our competitors, we are periodically subject to claims of child
abuse arising out of alleged incidents at our Academies. In addition, any
adverse publicity concerning reported incidents of alleged physical or sexual
abuse of children at our Academies or at other child care centers could affect
occupancy levels at our Academies.

BECAUSE WE EXPERIENCE SEASONAL FLUCTUATIONS, OUR REVENUES WILL FLUCTUATE.

Our revenues and the initial success of new Academies are subject to
seasonal variation. New enrollments are generally highest in September and
January because children return to child care and/or school after summer and
holiday vacation. Academies which open at other times usually experience a lower
rate of enrollment during early months of operation. Enrollment generally
decreases 5% to 10% during holiday periods and summer months.

KING AND CCP OWN A SIGNIFICANT PORTION OF OUR PARENT'S COMMON STOCK AND WILL BE
ABLE TO CONTROL OUR AFFAIRS.

All of our outstanding common stock is held by LPA Holding Corp., our
parent company. All of the outstanding shares of preferred stock of our parent
company is owned by LPA Investment LLC, and approximately 80.0% of the fully
diluted common stock of our parent company is owned by LPA. Chase Capital
Partners, or CCP, owns a majority of the economic interests of LPA, and a
majority of the voting interests of the LPA is owned by an entity controlled by
Robert E. King, a one of our Directors and our parent company. Mr. King is
entitled to three votes as our director and our parent company. However, the
terms of the

14
<PAGE> 21

Operating Agreement between CCP and LPA give CCP the right to elect a majority
of the directors of the LPA if certain triggering events occur, and LPA may not
take certain actions in respect of the common stock of our parent company held
by LPA without the consent of CCP. See "Ownership of Securities."

Accordingly, LPA controls our affairs and has the power to elect all of our
directors (other than James R. Kahl, our current Chairman of the Board,
President and Chief Executive Officer), appoint new management and approve any
action requiring the approval of our stockholders, including adopting amendments
to our Certificate of Incorporation and approving mergers or sales of all or
substantially all of our assets. Circumstances may occur in which the interests
of LPA, as the majority stockholder of our parent company, may conflict with the
interests of the holders of notes. See "Management," "Ownership of Securities"
and "Certain Relationships and Related Transactions."

WE FACE SIGNIFICANT COMPETITION FROM LOCAL NURSERY SCHOOLS, CHILD CARE CENTERS,
AND HOME SERVICES.

The United States preschool education and child care industry is highly
fragmented and competitive. Our competition consists principally of local
nursery schools and child care centers, some of which are non-profit (including
religious-affiliated centers), providers of services that operate out of their
homes and other for profit companies which may operate a number of centers.
Local nursery schools and child care centers generally charge less for their
services than we charge. Many religious-affiliated and other non-profit child
care centers have no or lower rental costs than us and may receive donations or
other funding to cover operating expenses and may utilize volunteers for
staffing. Consequently, tuition rates at these facilities are often lower than
our rates. Additionally, fees for home-based care are normally lower than fees
for center-based care because providers of home care do not always have to
satisfy the same health, safety or operational regulations as our centers. Our
competition also consists of other large, national, for profit child care
companies that may have more aggressive tuition discounting and other pricing
policies than us.

A DECLINE IN GENERAL ECONOMIC CONDITIONS COULD LEAD TO REDUCED CONSUMER DEMAND
FOR CHILD CARE SERVICES.

Demand for our services may be subject to general economic conditions, and
our revenues depend, in part, on the number of working mothers and working
single parents who require child care services. Recessionary pressure on the
economy, and a consequent reduction in the size of the labor force, may
adversely impact our business, financial condition and results of operations as
a result of the general tendency of parents who are not employed to cease using
child care services.

BECAUSE OF FRAUDULENT CONVEYANCE STATUTES THE POSSIBILITY EXISTS THAT THE NOTES
AND THE GUARANTEE MAY BE VOIDED OR SUBORDINATED.

The new notes were issued in exchange for the old notes. The incurrence by
us, our parent company, and the guarantor of the old notes and the guarantees in
connection with the Transactions may be subject to review under relevant federal
and state fraudulent conveyance and similar statutes in a bankruptcy or
reorganization case or lawsuit commenced by or on behalf of our creditors or the
creditors of our parent or our subsidiaries. Under these statutes, if a court
were to find that, after giving effect to the issuance of the old notes and the
incurrence of the guarantees, we, our parent or a guarantor, as applicable,

15
<PAGE> 22

- incurred such indebtedness with the intent of hindering, delaying or
defrauding present or future creditors,

- received less than the reasonably equivalent value in consideration for
incurring such indebtedness, and, at the time of the incurrence of such
indebtedness, we, our parent or a guarantor, as applicable,

- were insolvent or were rendered insolvent by reason of such incurrence,

- were engaged or were about to engage in a business or transaction for
which our remaining unencumbered assets constituted unreasonably small
capital, or

- intended to incur, or did incur, or believed that we or they would incur,
debts beyond our or their ability to pay as they matured or became due,

such court might subordinate the notes or the applicable guarantee to our, our
parent's or a guarantor's, as applicable, presently existing or future
indebtedness, void the issuance of the notes or the incurrence of such guarantee
and direct the repayment of any amounts paid thereunder to our, our parent's or
a guarantor's, as applicable, creditors or take other actions detrimental to
holders of the notes.

The measure of insolvency under fraudulent conveyance statutes will vary
depending upon the law of the jurisdiction being applied. Generally, however, a
debtor will be considered insolvent if on the date it incurred the indebtedness
the sum of all its liabilities, including contingent liabilities, was greater
than the value of all its assets at fair valuation or if the present fair
saleable value of its assets was less than the amount required to repay its
probable liabilities, including contingent liabilities, as they become absolute
and matured.

If a court were to find that any component of the Transactions constituted
a fraudulent transfer, the court might find that we, our parent or the guarantor
did not receive reasonably equivalent value in consideration for incurring the
indebtedness represented by the old notes and the guarantee. The guarantee may
be subject to the additional claim that, because the guarantee was incurred for
our benefit (and only indirectly for the benefit of the guarantor), the
obligations of the guarantor thereunder were incurred for less than reasonably
equivalent value.

We believe that we, our parent and the guarantor received equivalent value
at the time the indebtedness under the old notes or the guarantee was incurred.
In addition, after giving effect to the Transactions and the recent preferred
stock investment by LPA; we, our parent and the guarantor

- believe that we and they were not insolvent or rendered insolvent,

- believe that we and they were not engaged or about to be engaged in a
business or transaction for which our remaining unencumbered assets
constitute unreasonably small capital or

- believe that we and they did not intend to incur, did not incur, and did
not believe that we and they would incur, debts beyond our and their
ability to pay as they mature or become due.

These beliefs and intentions were based upon analyses of internal cash flow
projections and estimated values of assets and liabilities at the time of the
offering. There can be no assurance, however, that a court passing on these
issues would make the same determination.

16
<PAGE> 23

BECAUSE OF THE LACK OF A PUBLIC MARKET FOR YOUR NOTES YOU MAY EXPERIENCE
DIFFICULTY IN RESELLING YOUR NOTES OR MAY BE UNABLE TO SELL THEM.

The new notes are a new class of securities with no established trading
market. We do not intend to list the new notes on any national securities
exchange or to seek the admission thereof to trading in the Nasdaq National
Market. We have been advised by CSI that CSI currently makes a market in the new
notes. CSI is not obligated to do so, however, and any market-making activities
with respect to the new notes may be discontinued at any time without notice. In
addition, such market-making activity is subject to the limits imposed by the
Securities Act and the Exchange Act. Accordingly, no assurance can be given that
an active public or other market will develop for the new notes or as to the
liquidity of the trading market for the new notes. If a trading market does not
develop or is not maintained, holders of the new notes may experience difficulty
in reselling the new notes or may be unable to sell them at all. If a market
develops for the new notes, future trading prices of the new notes will depend
on many factors, including, among other things, prevailing interest rates, our
financial condition and results of operations, and the market for similar notes.
Depending on those and other factors, the new notes may trade at a discount from
their principal amount.

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<PAGE> 24

USE OF PROCEEDS

La Petite Academy and our parent company did not receive any proceeds from
the exchange offer because it was an even exchange for the old notes. The net
proceeds to the issuers from the old notes were approximately $140 million,
after deducting the initial purchasers' discounts and fees and expenses of the
offering. We used such net proceeds, together with the proceeds from the equity
investment and borrowings under the Credit Agreement, to consummate the
recapitalization and the refinancing transactions and to pay fees and expenses
related to it.

This prospectus is delivered in connection with the sale of the new notes
by CSI in market-making transactions. We will not receive any of the proceeds
from such sales.

THE TRANSACTIONS

Pursuant to a Merger Agreement dated March 17, 1998 among LPA and our
parent company, on May 11, 1998, our parent company effected a recapitalization
pursuant to which the following transactions occurred:

- a wholly-owned subsidiary of LPA was merged into our parent company,

- all of the then outstanding shares of preferred stock and common stock of
our parent company (other than the shares of common stock retained by
Vestar and our management) owned by its existing stockholders were
converted into cash, and

Vestar retained common stock of our parent company having a value (based on
the amount paid by LPA for its common stock of our parent company) of $2.8
million (currently representing 2.9% of the outstanding parent company common
stock on a fully diluted basis). Current management retained common stock of our
parent company having a value (based on the amount paid by LPA for our parent
company common stock) of $4.4 million (currently representing 4.5% of the common
stock of our parent company on a fully diluted basis) and retained existing
options to acquire shares of our parent company's common stock which currently
represent the right to acquire 2.1% of our parent company's common stock on a
fully diluted basis. In addition, our parent company adopted a new option plan
and granted or allocated for grant options to acquire shares of its common
stock, which currently represents the right to acquire 8.2% of our parent
company's common stock on a fully diluted basis. As of the date of this
prospectus, management owns or has the right to acquire, subject to certain
performance requirements, approximately 14.8% of our parent company common stock
on a fully diluted basis. See "Ownership of Securities."

18
<PAGE> 25

The refinancing transactions consisted of:

- the defeasance of all of our outstanding $85 million principal amount of
9 5/8% Senior Secured Notes due 2001,

- the redemption of all our outstanding 6 1/2% Convertible Subordinated
Debentures due 2011.

As a result of the recapitalization and the recent purchase of the
preferred stock and warrants, LPA owns 89.6% of the common stock of our parent
company (80.0% on a fully diluted basis) and $45 million of redeemable preferred
stock of our parent company. A majority of the economic interests of LPA is
owned by CCP, and a majority of the voting interests of LPA is owned by an
entity controlled by Robert E. King, a director of our company and our parent
company. However, pursuant to the Operating Agreement, LPA granted to CCP the
right to elect a majority of the directors of LPA if certain triggering events
occur and LPA agreed not to take certain actions in respect of the common stock
of our parent company held by LPA without the consent of CCP. See "Ownership of
Securities."

RECENT DEVELOPMENTS

On November 11, 1999, Jim Kahl, our chairman of the board, chief executive
officer and president, announced that he intends to relinquish his day-to-day
responsibilities as CEO and president effective upon a selecting a replacement
for his position. A search has begun for his replacement with an expected
transition date of early 2000. Mr. Kahl will continue as chairman and will focus
his time on special projects.

On December 15, 1999, LPA acquired an additional $15.0 million of our
parent company's redeemable preferred stock and received warrants to purchase an
additional 3% of our parent company's outstanding common stock on a
fully-diluted basis. The $15.0 million proceeds received by our parent company
was contributed to us as common equity. We used the capital contribution to
repay indebtedness incurred under our revolving credit facility to finance the
Bright Start acquisition. In addition, on December 14, 1999, our Credit
Agreement was amended to, among other things, amend the financial covenants to
reflect our current and projected operating plans.

19
<PAGE> 26

CAPITALIZATION

The following table sets forth the consolidated capitalization of LPA
Holding Corp., our parent company as of October 23, 1999 and as adjusted to
reflect the December 15, 1999 purchase of additional shares of Series A
Redeemable Preferred Stock by LPA. See recent developments in the prospectus
summary. This table should be read in conjunction with the information contained
in "Management's Discussion and Analysis of Financial Condition and Results of
Operations" as well as our consolidated financial statements and the
accompanying notes.

<TABLE>
<CAPTION>
OCTOBER 23, 1999
OCTOBER 23, 1999 AS ADJUSTED
---------------- ----------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Cash, cash equivalents and restricted cash...... $ 5,855 $ 8,881
========= =========
Long-term debt and capital lease obligations:
Revolving Credit Facility(a).................... $ 14,000 $ 3,000
Capital lease obligations(b).................... 1,868 1,868
Term Loan Facility.............................. 39,000 39,000
Senior Notes.................................... 145,000 145,000
--------- ---------
Total debt................................. 199,868 188,868
Less Current Maturities......................... 2,301 2,301
--------- ---------
Total Long-term debt and capital lease
obligations.............................. 197,567 186,567
Series A Redeemable Preferred Stock(c).......... 30,735 42,784
Stockholder's Deficit........................... (114,723) (111,772)
--------- ---------
Total capitalization....................... $ 113,579 $ 117,579
========= =========
</TABLE>

- -------------------------

(a) The Revolving Credit Facility provides for borrowings of up to $25.0
million. See "Management's Discussion and Analysis of Financial Condition
and Results of Operation" and "Description of the Credit Agreement."

(b) Consists of capital lease obligations arising from computer hardware
acquired in connection with the implementation of ADMIN, excluding the
current portion of $1,301,000.

(c) The carrying value of the preferred stock is being accreted to its
redemption value ($30.0 million at October 23, 1999 and $45.0 million at
October 23, 1999 as adjusted) on May 11, 2008. The preferred stock is
non-voting and mandatorily redeemable on May 11, 2008. Dividends at a rate
of 12.0% per annum are cumulative and if not paid on the June 30 or
December 31 semi-annual preferred stock dividend payment dates are added to
the carrying value.

20
<PAGE> 27

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following table sets forth selected financial and other data for our
parent company and us on a consolidated basis. The consolidated financial
statements of our parent company and those of its predecessor presented in the
following table for the fiscal years ended August 26, 1995, August 31, 1996,
August 30, 1997, August 29, 1998, and July 3, 1999 have been audited by Deloitte
& Touche LLP, independent auditors. Fiscal year 1996 was a 53 week year ending
on August 31, 1996. On June 10, 1999, we changed our fiscal year to be the 52 or
53 week period ending on the first Saturday in July. As a result of this change,
fiscal year 1999 was a 44 week transition period. The information for the 16
weeks ended October 23, 1999 and October 24, 1998 is unaudited but, in the
opinion of management, reflects all adjustments (consisting of normal recurring
adjustments) necessary to present fairly the financial position and results of
operations for the unaudited period. The following information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements and the
accompanying notes.

<TABLE>
<CAPTION>
16 WEEKS 16 WEEKS 44 WEEKS 52 WEEKS 52 WEEKS 53 WEEKS 52 WEEKS
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
OCTOBER 23, OCTOBER 24, JULY 3, AUGUST 29, AUGUST 30, AUGUST 31, AUGUST 26,
1999 1998 1999 1998 1997 1996 1995
----------- ----------- --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
DATA:
Operating revenue.... $ 108,365 $ 96,743 $ 281,072 $ 314,933 $302,766 $300,277 $279,806
Operating expenses:
Salaries, wages,
and benefits..... 60,110 51,428 150,052 166,501 159,236 155,046 142,757
Facility lease
payments......... 14,422 12,205 34,717 39,641 39,332 39,587 39,901
Depreciation....... 4,246 4,160 10,911 13,892 13,825 13,680 13,501
Amortization of
goodwill and
other
tangibles........ 492 336 925 1,884 2,236 2,774 3,712
Restructuring
charge(a)........ 11,700
Recapitalization
costs(b)......... 8,724
Other.............. 27,672 24,632 68,277 76,258 74,111 78,310 75,981
--------- --------- --------- --------- -------- -------- --------
Total operating
expenses....... 106,942 92,761 264,882 306,900 288,740 289,397 287,552
--------- --------- --------- --------- -------- -------- --------
Operating income
(loss)............. 1,423 3,982 16,190 8,033 14,026 10,880 (7,746)
Interest
expense(c)......... 6,236 6,014 16,145 14,126 9,245 10,256 11,110
Minority interest in
net income of
subsidiary......... 2,849 3,693 3,561 2,824
Interest income...... (37) (80) (153) (885) (959) (903) (1,063)
--------- --------- --------- --------- -------- -------- --------
Income (loss) before
income taxes and
extraordinary
item............... (4,776) (1,952) 198 (8,057) 2,047 (2,034) (20,617)
Provision (benefit)
income taxes....... (1,661) (562) 995 (254) 3,264 1,518 (6,155)
--------- --------- --------- --------- -------- -------- --------
Income (loss) before
extraordinary
item............... (3,115) (1,390) (797) (7,803) (1,217) (3,552) (14,462)
Extraordinary
item-loss on early
retirement of
debt(d)............ (5,525) (819)
--------- --------- --------- --------- -------- -------- --------
Net loss............. $ (3,115) $ (1,390) $ (797) $ (13,328) $ (1,217) $ (4,371) $(14,462)
========= ========= ========= ========= ======== ======== ========
</TABLE>

21
<PAGE> 28

<TABLE>
<CAPTION>
16 WEEKS 16 WEEKS 44 WEEKS 52 WEEKS 52 WEEKS 53 WEEKS 52 WEEKS
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
OCTOBER 23, OCTOBER 24, JULY 3, AUGUST 29, AUGUST 30, AUGUST 31, AUGUST 26,
1999 1998 1999 1998 1997 1996 1995
----------- ----------- --------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
(AT END OF PERIOD):
Total assets......... $ 171,619 $ 161,500 $ 169,175 $ 160,791 $171,160 $177,133 $195,604
Subordinate debt..... 903 1,590 1,555
Total long-term
debt............... 197,567 185,565 187,999 185,727 85,903 86,590 99,186
Redeemable preferred
stock.............. 30,735 26,269 29,310 25,625 32,521 28,827 25,266
Stockholder's equity
(deficit).......... (114,723) (107,122) (110,183) (105,701) 3,374 4,787 9,175
OTHER DATA:
EBITDA (as
defined)(e)........ 6,161 8,478 28,026 32,533 30,087 27,334 21,167
Cash flows from
operating
activities......... (883) 9,221 10,320 7,224 14,886 15,208 17,140
Cash flows from
investing
activities......... (2,816) (2,319) (19,204) (11,005) (6,848) (6,045) (2,956)
Cash flows from
financing
activities......... 4,008 (1,926) 6,588 (13,322) 3,142 (12,671) (9,348)
Depreciation and
amortization(f).... 4,738 4,496 10,911 16,621 16,911 17,704 18,638
Capital
expenditures....... 15,186 6,485 31,666 13,637 7,300 8,570 9,101
Ratio of earnings to
fixed charges(g)... (g) (g) 1.0x (g) 1.1x (g) (g)
Proceeds from sale of
assets............. 22,390 4,166 12,462 2,632 452 2,525 6,145
Academies at end of
period............. 791 736 743 736 745 751 786
FTE utilization
during the period
(h)................ 61% 62% 65% 65% 66% 64% 59%
</TABLE>

- -------------------------
(a) During fiscal year 1995, we approved a plan to close 39 Academies located
in areas where the demographic conditions no longer supported an
economically viable operation and to restructure our operating management
to better serve the remaining Academies. Accordingly, we recorded an $11.7
million restructuring charge ($7.0 million after tax) to provide for costs
associated with the Academy closures and restructuring. The charge included
approximately $10.0 million for the present value of rent and real estate
taxes for the remaining lease terms. The charge also included restructuring
and other costs related to the closures.

(b) Recapitalization costs consist principally of transaction bonuses of $1.5
million and payments for the cancellation of options of $7.2 million, both
of which were inclusive of payroll taxes.

(c) Interest expense includes $0.3 million, $0.3 million, $0.8 million, $0.8
million, $0.9 million, $1.3 million, and $1.4 million of amortization of
deferred financing costs for the 16 weeks ended October 23, 1999 and
October 24, 1998, and for the fiscal years 1999, 1998, 1997, 1996, and
1995, respectively.

(d) On May 11, 1998, we incurred a $5.5 million extraordinary loss related to:

- the retirement of all the outstanding $85.0 million principal amount of
9 5/8% Senior Notes due on 2001,

- the retirement of all the then outstanding 12 1/8% Subordinated Exchange
Debentures, and

22
<PAGE> 29

- the redemption of all our outstanding 6 1/2% Convertible Subordinated
Debentures due 2011.

The loss principally reflects interest and the write off of premiums, and
related deferred financing costs, net of applicable income tax benefit.

(e) EBITDA is defined herein as net income before non-cash restructuring
charges, extraordinary items, net interest cost, taxes, depreciation and
amortization and is presented because it is generally accepted as providing
useful information regarding a company's ability to service and/or incur
debt. EBITDA should not be considered in isolation or as a substitute for
net income, cash flows from operating activities and other consolidated
income or cash flow statement data prepared in accordance with generally
accepted accounting principles or as a measure of our profitability or
liquidity.

(f) Depreciation and amortization includes amortization of deferred financing
costs and the accretion of the discount on the convertible debentures,
which are presented in interest expense on the statements of income.

(g) For purposes of determining the ratio of earnings to fixed charges,
earnings are defined as income before income taxes and extraordinary items,
plus fixed charges. Fixed charges consists of interest expense on all
indebtedness, amortization of deferred financing costs, and one-third of
rental expense on operating leases representing that portion of rental
expense that we deemed to be attributable to interest. For the 16 weeks
ended October 23, 1999 and October 24, 1998, and the 52 weeks ended August
29, 1998, the 53 weeks ended August 31, 1996 and the 52 weeks ended August
26, 1995, earnings were inadequate to cover fixed charges by $4.8 million,
$2.0 million, $8.1 million, $2.0 million, and $20.6 million, respectively.

(h) FTE Utilization is the ratio of FTE students to the total operating
capacity for all of our Academies. FTE attendance is not a measure of the
absolute number of students attending our Academies; rather, it is an
approximation of the full-time equivalent number of students based on
Company estimates and weighted averages. For example, a student attending
full-time is equivalent to one FTE, while a student attending one-half of
each day is equivalent to 0.5 FTE.

23
<PAGE> 30

MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

The following discussion should be read in conjunction with the
consolidated financial statements and the related notes thereto included
elsewhere in this prospectus.

Historically, our operating revenue has followed the seasonality of the
school year. The number of new children attending our educational facilities
(the schools) is highest in September-October and January-February, generally
referred to as the Fall and Winter enrollment periods. Revenues tend to decline
during the calendar year-end holiday period and during the Summer. As a result
of this seasonality, results for one quarter are not necessarily indicative of
results for an entire year.

Full-time equivalent (FTE) attendance is not a measure of the absolute
number of students attending our Academies, but rather is an approximation of
the full-time equivalent number of students based on our estimates and weighted
averages. For example, a student attending full-time is equivalent to one FTE,
while a student attending only one-half of each day is equivalent to 0.5 FTE.

16 WEEKS ENDED OCTOBER 23, 1999 COMPARED TO 16 WEEKS ENDED OCTOBER 24, 1998

Between October 24, 1998 and the end of the first quarter of fiscal year
2000, we opened 27 new schools and acquired 43 schools through the Bright Start
acquisition. Fifteen schools were closed during the same period. As a result, we
operated 791 schools at the end of the first quarter of fiscal year 2000, 55
more than at the end of the same quarter last year. The closures resulted from
management decisions to not renew the leases of certain schools at lease
expiration.

Our results of the operations for the 16 weeks ended October 23, 1999
include pre-opening costs and operating losses associated with 27 new schools as
compared to the 16 weeks ended October 24, 1998, which only includes pre-opening
costs and operating losses associated with one new school. Pre-opening costs are
included in other operating costs, and cover all activities associated with
preparing a new school for opening other than capital development cost.
Pre-opening costs for 16 weeks ended October 23, 1999 were $0.5 million. New
schools also typically generate operating losses during the first year of
operation, until the schools achieve normalized occupancies. Included in
operating income and EBITDA, were new school operating losses of $0.7 million
for the 16 weeks ended October 23, 1999. Pre-opening costs and new school
operating losses during the 16 weeks ended October 24, 1998 were less than $0.1
million.

24
<PAGE> 31

1999 COMPARED TO 1998 RESULTS (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
16 WEEKS ENDED 16 WEEKS ENDED
------------------------ ------------------------
OCTOBER 23, PERCENT OF OCTOBER 24, PERCENT OF
1999 REVENUE 1998 REVENUE
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Operating revenue.................. $108,365 100.0% $96,743 100.0%
Operating expenses:
Salaries, wages and benefits..... 60,110 55.5 51,428 53.2
Facility lease payments.......... 14,422 13.3 12,205 12.6
Depreciation..................... 4,246 3.9 4,160 4.3
Amortization of goodwill and
other intangibles............. 492 0.5 336 0.3
Other............................ 27,672 25.5 24,632 25.5
-------- ----- ------- -----
Total operating expenses...... 106,942 98.7 92,761 95.9
-------- ----- ------- -----
Operating income................... $ 1,423 1.3% $ 3,982 4.1%
======== ===== ======= =====
EBITDA............................. $ 6,161 5.7% $ 8,478 8.8%
======== ===== ======= =====
</TABLE>

Operating revenue increased $11.6 million or 12.0% during the 16 weeks
ended October 23, 1999 as compared to the 16 weeks ended October 24, 1998. The
increase in operating revenue includes Bright Start operating revenue of $7.0
million. Excluding Bright Start, operating revenue for schools opened one year
or more as of October 23, 1999 increased 2.0%; full time equivalent (FTE)
attendance decreased 2.6% and average weekly FTE tuition increased 4.7% during
the 16 weeks ended October 23, 1999 as compared to the 16 weeks ended October
24, 1998. The increase in average weekly FTE tuition was principally due to
selective price increases which were put into place in the second quarter of
fiscal year 1999, based on geographic market conditions and class capacity
utilization. The decline in FTE's occurred principally in the infant, toddler
and school age programs as we are concentrating our focus on enhancing and
expanding our pre-school program.

Salaries, wages, and benefits increased $8.7 million or 16.9% during the 16
weeks ended October 23, 1999 as compared to the 16 weeks ended October 24, 1998.
The increase in salaries, wages, and benefits includes Bright Start salaries,
wages, and benefits of $3.9 million and increased benefit costs of $0.6 million
related to benefit plan enhancements. Excluding Bright Start, salaries and wages
for schools opened one year or more as of October 23, 1999 increased 7.6%. This
increase was principally due to a 6.9% increase in average hourly wage rates and
a 2.6% increase in the number of labor hours per FTE. The 27 new schools, which
remain in the start up stage, experienced higher labor costs relative to revenue
as compared to established schools. As a percentage of revenue, labor costs were
55.5% for the 16 weeks ended October 23, 1999 as compared to 53.2% during the 16
weeks ended October 24, 1998.

Facility lease payments as a percentage of revenue, were 13.3% for the 16
weeks ended October 23, 1999 as compared to 12.6% during the 16 weeks ended
October 24, 1998. This increase was mainly due to higher relative lease costs
associated with the Bright Start schools and the 27 new schools.

Amortization of goodwill and other intangibles increased 46.4% during the
16 weeks ended October 23, 1999 as compared to the 16 weeks ended October 24,
1998, due to the amortization of goodwill associated with the Bright Start
acquisition.

Many of our operating costs are relatively fixed and do not decline or
increase directly with small changes in attendance. Depreciation and other
operating costs, which includes

25
<PAGE> 32

repair and maintenance, utilities, insurance, marketing, real estate taxes,
food, supplies and transportation, excluding pre-opening costs declined or
remained unchanged as a percentage of revenue during the 16 weeks ended October
23, 1999 as compared to the 16 weeks ended October 24, 1998.

As a result of the foregoing, operating income was $1.4 million for the 16
weeks ended October 23, 1999, as compared to $4.0 million during the 16 weeks
ended October 24, 1998. Earnings before interest, taxes, depreciation and
amortization (EBITDA) was $6.2 million for 16 weeks ended October 23, 1999, as
compared to $8.5 million during the 16 weeks ended October 24, 1998. Excluding
pre-opening costs and new school operating losses, EBITDA would have been $7.4
million for 16 weeks ended October 23, 1999, as compared to $8.5 million during
the 16 weeks ended October 24, 1998.

Interest expense for the 16 weeks ended October 23, 1999 increased $0.2
million as compared to the 16 weeks ended October 24, 1998. The increase was
mainly due to interest associated with higher borrowings under the Revolving
Credit Facility.

After adding back to pre-tax income permanent differences, the effective
income tax rate for the 16 weeks ended October 23, 1999 was approximately 41%,
as compared to 44% for the 16 weeks ended October 24, 1998.

FISCAL YEAR 1999 COMPARED TO FISCAL YEAR 1998 RESULTS

On June 10, 1999, our parent changed its fiscal year to be the period
starting on the first Sunday in July and ending on the first Saturday in July in
the subsequent year (See note 1 of the notes to the LPA Holding Corp.
consolidated financial statements) included elsewhere herein. For comparative
purposes the table below presents the results of the 44 weeks ended July 4, 1998
and the results of the 44 weeks ended July 3, 1999. The subsequent discussion of
results is based on the 44 week comparison.

Our operating results for the 44 weeks ended July 3, 1999 are consistent
and comparable with the 44 weeks ended July 4, 1998 except for pre-opening costs
and operating losses associated with new educational facilities (the Academies).
Pre-opening costs are included in other operating costs, and cover all
activities associated with preparing a new Academy for opening other than
capital development cost. Pre-opening costs for the 44 weeks ended July 3, 1999
were $0.6 million. New Academies also typically generate operating losses during
the first few months of operation, until the Academies achieve normalized
occupancies. Included in operating income and EBITDA were new Academy operating
losses of $0.6 million for the 44 weeks ended July 3, 1999. There were no
significant pre-opening costs or new Academy operating losses during the same
period last year as the new Academy construction program was not fully underway
until fiscal year 1999.

26
<PAGE> 33

1999 COMPARED TO 1998 RESULTS (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
44 WEEKS ENDED 44 WEEKS ENDED
--------------------- ---------------------
JULY 3, PERCENT OF JULY 4, PERCENT OF
1999 REVENUE 1998 REVENUE
-------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Operating revenue.................... $281,072 100.0% $267,242 100.0%
Operating expenses:
Salaries, wages and benefits....... 150,052 53.4 140,991 52.8
Facility lease payments............ 34,717 12.4 33,581 12.6
Depreciation....................... 10,911 3.9 11,769 4.4
Amortization of goodwill and other
intangibles..................... 925 0.3 1,716 0.6
Recapitalization costs............. 8,724 3.3
Other.............................. 68,277 24.3 64,621 24.2
-------- ----- -------- -----
Total operating expenses........ 264,882 94.2 261,402 97.8
-------- ----- -------- -----
Operating income..................... $ 16,190 5.7% $ 5,840 2.1%
======== ===== ======== =====
EBITDA............................... $ 28,026 10.0% $ 28,049 10.5%
======== ===== ======== =====
</TABLE>

Fifteen Academies in operation on July 4, 1998 were closed and thirteen new
Academies were opened prior to July 3, 1999. As a result, we operated 743
Academies on July 3, 1999. The closures resulted principally from management
decisions not to renew the leases or contracts of certain Academies.

OPERATING REVENUE. Operating revenue increased 5.2% during the 44 weeks
ended July 3, 1999 as compared to the 44 weeks ended July 4, 1998. Excluding
closed and new Academies from both years, operating revenue increased 5.5%, full
time equivalent (FTE) attendance decreased 1.4%, and average weekly FTE tuition
increased 6.9% during the 44 weeks ended July 3, 1999 as compared to the 44
weeks ended July 4, 1998. The decline in FTE's attendance occurred principally
in the infant, toddler and school age programs as we are concentrating our focus
on enhancing and expanding our pre-school program. Prior to the start of fiscal
year 1999, 238 Academies received modifications to enhance the preschool
environment. The modifications included new room arrangements and added
preschool furniture and equipment which enhanced the pre-school appearance of
the Academies. Our Journey program continues to be an outstanding curriculum for
young children. As a result of this effort, attendance of pre-school aged
children increased 1,407 in the eight weeks ended June 5, 1999 (end of the
school term) as compared to the same period in 1998. This gain, however, was
offset by declines in infants, toddlers, and school age children. During fiscal
year 1999 additional Academies received the pre-school enhancements and by
year-end, 550 Academies had been impacted.

The increase in average weekly tuition per FTE was principally due to:

- selective price increases which were put into place in February of fiscal
years 1998 and 1999, based on geographic market conditions and class
capacity utilization;

- changes in various tuition rate discount policies which took place in
fiscal year 1999; and

- the change in enrollment mix resulting in fewer children in the lower
priced school age before and after program and more children in the
higher priced preschool program, offset somewhat by the decline of
children in the higher price infant and toddler programs.

27
<PAGE> 34

SALARIES, WAGES AND BENEFITS. Salaries, wages and benefits increased $9.1
million or 6.4% during the 44 weeks ended July 3, 1999 as compared to the 44
weeks ended July 4, 1998. The increase was principally due to a 7.0% increase in
average hourly wage rates, and higher health care costs resulting from benefit
plan enhancements. These increases were offset by a small decline in hours
worked. As a percentage of revenue, labor costs were 53.4% for the 44 weeks
ended July 3, 1999 as compared to 52.8% during the 44 weeks ended July 4, 1998.

AMORTIZATION OF GOODWILL AND OTHER INTANGIBLES. Amortization of goodwill
and other intangibles decreased 46.1% during the 44 weeks ended July 3, 1999 as
compared to the 44 weeks ended July 4, 1998, as certain intangible assets became
fully amortized at the end of the third quarter of fiscal year 1998.

RECAPITALIZATION COSTS. Recapitalization costs consist principally of
transaction bonuses of $1.5 million and payments for the cancellation of stock
options of $7.2 million, both of which were inclusive of payroll taxes.

ALL OTHER OPERATING COSTS. Many of our operating costs are relatively fixed
and do not decline or increase directly with small changes in attendance.
Facility lease expense, depreciation, amortization and other operating costs,
which includes repair and maintenance, utilities, insurance, marketing, real
estate taxes, food, supplies and transportation, excluding pre-opening costs all
declined or remained unchanged as a percentage of revenue during the 44 weeks
ended July 3, 1999, as compared to the 44 weeks ended July 4, 1998.

OPERATING INCOME AND EBITDA. As a result of the foregoing, operating income
was $16.2 million for the 44 weeks ended July 3, 1999, as compared to $5.8
million during the 44 weeks ended July 4, 1998. Excluding recapitalization
costs, this reflects gains in operating income of 11.2% for the 44 weeks ended
July 3, 1999, as compared to the 44 weeks ended July 4, 1998. Earnings before
recapitalization costs, extraordinary items, interest, taxes, depreciation and
amortization (EBITDA) was $28.0 million for 44 weeks ended July 3, 1999 and for
the 44 weeks ended July 4, 1998. Excluding pre-opening costs and new Academy
operating losses, EBITDA would have been $29.2 million for 44 weeks ended July
3, 1999 as compared to $28.1 million for the 44 weeks ended July 4, 1998.

INTEREST EXPENSE. Net interest expense for the 44 weeks ended July 3, 1999
increased $2.9 million from the 44 weeks ended July 4, 1998. The increase was
mainly due to increased interest payments related to the issuance of $145.0
million of 10% Senior Notes and a $40.0 million term loan facility under the
Credit Agreement which occurred as part of the recapitalization (see notes to
the consolidated financial statements).

LOSS ON RETIREMENT OF DEBT. On May 11, 1998, we incurred a $5.5 million
extraordinary loss related to:

- the retirement of all the outstanding $85.0 million principal amount of
9 5/8% Senior Notes due on 2001,

- the exchange of all outstanding shares of our parent's Class A Preferred
Stock and accrued dividends thereon for $35.4 million in aggregate
principal amount of our parent company's 12 1/8% Subordinated Exchange
Debentures due 2003,

- the retirement of all the then outstanding 12 1/8% Subordinated Exchange
Debentures, and

- the redemption of all our outstanding 6 1/2% Convertible Subordinated
Debentures due 2011.

28
<PAGE> 35

The loss principally reflects the write off of premiums and related
deferred financing costs, net of applicable income tax benefits.

INCOME TAX RATE. After adding back the permanent differences to pretax
income, the effective income tax rate for the 44 weeks ended July 3, 1999 was
approximately 47%, as compared to approximately 33% for the 44 weeks ended July
4, 1998. The 1999 fiscal year effective income tax rate was impacted by the
resolution of issues raised by the IRS regarding our benefit plan. (see note 8
to the consolidated financial statements).

FISCAL YEAR 1998 COMPARED TO FISCAL YEAR 1997 RESULTS

The results of operations for La Petite Academy for the 52 weeks ended
August 29, 1998 are consistent and comparable with the 52 weeks ended August 30,
1997.

1998 COMPARED TO 1997 RESULTS (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
52 WEEKS ENDED 52 WEEKS ENDED
----------------------- -----------------------
AUGUST 29, PERCENT OF AUGUST 30, PERCENT OF
1998 REVENUE 1997 REVENUE
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Operating revenue................... $314,933 100.0% $302,766 100.0%
Operating expenses:
Salaries, wages and benefits...... 166,501 52.9 159,236 52.6
Facility lease payments........... 39,641 12.6 39,332 13.0
Depreciation...................... 13,892 4.4 13,825 4.6
Amortization of goodwill and other
intangibles.................... 1,884 0.6 2,236 0.7
Recapitalization costs............ 8,724 2.8
Other............................. 76,258 24.2 74,111 24.5
-------- ----- -------- -----
Total operating expenses....... 306,900 97.5 288,740 95.4
-------- ----- -------- -----
Operating income.................... $ 8,033 2.5% $ 14,026 4.6%
======== ===== ======== =====
EBITDA.............................. $ 32,533 10.3% $ 30,087 9.9%
======== ===== ======== =====
Adjusted EBITDA..................... $ 34,332 10.9% $ 30,787 10.2%
======== ===== ======== =====
</TABLE>

The results of operations for La Petite Academy for the 52 weeks ended
August 29, 1998 are consistent and comparable with the 52 weeks ended August 30,
1997. Ten Academies in operation at the end of the fiscal year 1997 were closed
and one new Academy was opened prior to the end of fiscal year 1998. As a
result, we operated 736 Academies at the end of fiscal year 1998, nine less than
at the end of fiscal year 1997. The closures resulted principally from
management decisions not to renew the leases or contracts of certain Academies.

OPERATING REVENUE. During the 52 weeks ended August 29, 1998 as compared to
the prior fiscal year, operating revenue increased 4.0%, FTE attendance declined
1.1% and average weekly FTE tuition increased 5.2%. Excluding closed and new
Academies from both years, operating revenue increased 4.7%, FTE attendance
declined 0.4% and average weekly FTE tuition increased 5.1%. The decline in FTE
attendance reflects our continuing to focus on preschool-aged children and a
reduced emphasis on infant care. In addition, the strong economy reportedly had
the effect of increasing summer vacations, which in turn could have negatively
impacted Academy attendance. The increase in average weekly FTE tuition was
principally due to selective price increases that were put into place in the
second quarter of fiscal 1998, based on geographic market conditions and class
capacity utilization.
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<PAGE> 36

SALARIES, WAGES AND BENEFITS. Salaries, wages and benefits increased $7.3
million or 4.6% during the 52 weeks ended August 29, 1998 as compared to the 52
weeks ended August 30, 1997. The increase was principally due to increased
average hourly wage rates as staff hours worked in fiscal year 1998 declined
slightly from the prior year. As a percentage of revenue, labor costs were 52.9%
for the 52 weeks ended August 29, 1998 as compared to 52.6% during the 52 weeks
ended August 30, 1997.

RECAPITALIZATION COSTS. Recapitalization costs consist principally of
transaction bonuses of $1.5 million and payments for the cancellation of options
of $7.2 million, both of which were inclusive of payroll taxes.

ALL OTHER OPERATING COSTS. Many of our operating costs are relatively fixed
and do not decline or increase directly with small changes in attendance.
Facility lease expense, depreciation, amortization and other operating costs all
declined or remained unchanged as a percentage of revenue during the 52 weeks
ended August 29, 1998, as compared to the 52 weeks ended August 30, 1997. In
September 1997, we held a special conference to which all Academy Directors were
invited at which we articulated our future business strategy for growth. Total
operating expenses for the 52 weeks ended August 29, 1998 include $1.2 million
related to this conference.

OPERATING INCOME AND EBITDA. As a result of the foregoing, operating income
was $8.0 million for the 52 weeks ended August 29, 1998, as compared to $14.0
million during the 52 weeks ended August 30, 1997. Earnings before
recapitalization costs, extraordinary items, interest, taxes, depreciation and
amortization (EBITDA) was $32.5 million for the 52 weeks ended August 29, 1998
as compared to $30.1 million for the 52 weeks ended August 30, 1997, an increase
of 8.1%. Adjusted EBITDA, defined as EBITDA exclusive of the special conference
and of Vestar management and board fees which ceased with the recapitalization,
was $34.3 million for the 52 weeks ended August 29, 1998 as compared to $30.8
million for the 52 weeks ended August 30, 1997, an increase of 10.7%.

INTEREST EXPENSE. Net interest expense for the 52 weeks ended August 29,
1998 increased $4.1 million from the 52 weeks ended August 30, 1997. The
increase was mainly due to $1.6 million in fees for bridge loan commitments
related to the new debt offerings and increased interest payments related to the
10% Senior Notes and term loan under the Credit Agreement (see notes to the
consolidated financial statements).

LOSS ON RETIREMENT OF DEBT. On May 11, 1998, we incurred a $5.5 million
extraordinary loss related to:

- the retirement of all the outstanding $85.0 million principal amount of
9 5/8% Senior Notes due on 2001,

- the retirement of all the then outstanding 12 1/8% Subordinated Exchange
Debentures, and

- the redemption of all our outstanding 6 1/2% Convertible Subordinated
Debentures due 2011.

The loss principally reflects the write off of premiums and related
deferred financing costs, net of applicable income tax benefits.

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<PAGE> 37

INCOME TAX RATE. After adding back the permanent differences to pretax
income, the effective income tax rate for the 52 weeks ended August 29, 1998 was
approximately 34%, as compared to approximately 40% for the 52 weeks ended
August 30, 1997.

LIQUIDITY AND CAPITAL RESOURCES

La Petite Academy's principal sources of liquidity are from cash flows
generated by operations, borrowings under the revolving credit facility under
the Credit Agreement, and sale and leaseback financing for newly constructed
schools. Our principal use of liquidity are to meet our debt service
requirements, finance our capital expenditures and provide working capital.

Weekly tuition, the Company's primary source of revenue, is due from
parents on Mondays, in advance of service delivery. Accordingly, receivables
from parents are very low and accounts receivable generally reflects amounts due
from third party paying agencies. In addition, the nature of the Company's
business does not require a significant investment in inventories or other
current assets. Payroll, supplies and most other cost items, other than rent,
are generally paid in arrears, generating current liabilities in excess of
working capital requirements. As a result the Company has historically operated
with negative working capital, which can be used in the business or to reduce
debt.

We incurred substantial indebtedness in connection with the
Recapitalization. See Note 1 of the Notes to LPA Holding Corp. Consolidated
Financial Statements included elsewhere herein.

Our Credit Agreement, as amended on December 14, 1999, consists of a $40
million Term Loan Facility and $25 million Revolving Credit Facility. We
borrowed the entire $40 million available under the Term Loan Facility in
connection with the Recapitalization. The borrowings under the Credit Agreement,
together with the proceeds from the sale of the old notes and the equity
investment, were used to consummate the Recapitalization and to pay the related
fees and expenses. Our obligations under the Credit Agreement are guaranteed by
our parent company and our existing subsidiaries.

The Term Loan Facility is subject to mandatory prepayment in the event of
certain equity or debt issuances or asset sales by us or any of our subsidiaries
and in amounts equal to specified percentages of excess cash flow (as defined).
The Term Loan Facility and the Revolving Credit Facility terminate on May 11,
2005. The term loan will amortize in an amount equal to $1.0 million per year in
fiscal years 2000 through 2003, $7.8 million in fiscal year 2004, and $27.5
million in fiscal year 2005. On October 23, 1999, there was $39.0 million
outstanding under the term loan, $14.0 million outstanding under the Revolving
Credit Facility and $7.0 million was available for working capital purposes
under the revolving credit facility after giving effect to letters of credit
issued pursuant to the credit facility in the amount of $4.0 million. The Credit
Agreement, senior notes and preferred stock of our parent contain certain
covenants that limit our ability to incur additional indebtedness or pay cash
dividends or certain other restricted payments. As of October 23, 1999, we were
in compliance with the foregoing covenants.

On July 21, 1999, we acquired all the outstanding shares of Bright Start,
Inc. for $9.3 million in cash and assumed approximately $2.0 million in debt.
Bright Start operated 43 preschools in the states of Minnesota, Wisconsin,
Nevada, and New Mexico. For the year ended August 31, 1998, Bright Start had
operating revenue of $22.2 million and at August 31, 1998, it's total assets
were $5.1 million. For pro forma information about us as if the Bright

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<PAGE> 38

Start acquisition had occurred as of August 30, 1998, see the Unaudited Pro
Forma Combined Statements of Operations of LPA Holding Corp. included elsewhere
in this prospectus.

On December 15, 1999, LPA acquired an additional $15.0 million of
redeemable preferred stock in our parent company and received warrants to
purchase an additional 3.0% of our parent company's outstanding common stock on
a fully diluted basis. The proceeds of that investment were contributed to us as
common equity. In connection with such purchase and contribution, the banks
waived their right under the Credit Agreement to require that such proceeds be
used to repay amounts outstanding under the Credit agreement. The proceeds of
such equity contribution were used to repay borrowings under the revolving
credit facility that were incurred to finance the Bright Start acquisition.

Cash flows used for operating activities were $0.9 million during the 16
weeks ended October 23, 1999 as compared to cash flows from operating activities
of $9.2 million during the 16 weeks ended October 24, 1998. The $10.1 million
decrease in cash flows from operations was mainly due to a 1.7 million increase
in net loss, an $8.8 million change in short term sale leaseback construction
funding, a $1.6 million reduction in insurance liabilities, offset by timing
differences in accounts payable and prepaid expenses.

Cash flows used for investing activities were $2.8 million during the 16
weeks ended October 23, 1999 as compared to cash flows used of $2.3 million
during the 16 weeks ended October 24, 1998. The $0.5 million increase in cash
flows used for investing activities during the 16 weeks ended October 23, 1999
as compared to the 16 weeks ended October 24, 1998 was principally due to $10.0
million used for the Bright Start acquisition, an $8.4 million increase in new
school development, an $0.3 increase in maintenance capital expenditures, offset
by an $18.4 million increase in proceeds from new school sale lease-backs.

Cash flows from financing activities were $4.0 million during the 16 weeks
ended October 23, 1999 compared to cash flows used for financing activities of
$1.9 million during the 16 weeks ended October 24, 1998. The $5.9 million
increase in cash flows from financing activities during the 16 weeks ended
October 23, 1999 as compared to the 16 weeks ended October 24, 1998 was
principally due to a $7.7 million increase in net borrowings related to the
Bright Start acquisition and a $1.1 million net decrease in restricted cash
requirements, offset by a $3.1 million decrease in bank overdrafts related to
the timing of monthly expense payments. Restricted cash investments represents
cash deposited in escrow accounts as collateral for the self-insured portion of
our workers compensation insurance coverage.

We opened fifteen new schools during the first quarter of fiscal year 2000.
The opening of these schools along with the Bright Start acquisition satisfies
our growth plans for fiscal year 2000. The cost to open a new school ranges from
$1.0 million to $1.5 million, of which approximately 85% is typically financed
through a sale and leaseback transaction. Alternatively, the school may be
constructed on a build to suit basis, which reduces the working capital
requirements during the construction process. In addition, we intend to explore
other efficient real estate financing transactions in the future. As of October
23, 1999 we had $3.3 million invested in new school development in excess of
amounts received to date as proceeds from sale and leaseback transactions.

Purchasers of schools in sale and leaseback transactions have included
insurance companies, bank trust departments, pension funds, real estate
investment trusts and individuals. The leases are operating leases and generally
have terms of 15 to 20 years with one or two five-year renewal options. Most of
these transactions are structured with an annual rental

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<PAGE> 39

designed to provide the owner/lessor with a fixed cash return on its capitalized
cost over the term of the lease. In addition, many of our leases provide for
either contingent rentals if the school's operating revenue exceeds certain
levels or a percentage increase every five years. Although we expect sale and
leaseback transactions to continue to finance expansion, no assurance can be
given that such funding will always be available.

Total capital expenditures for the 16 weeks ended October 23, 1999 and
October 24, 1998, and for fiscal years 1999, 1998, and 1997 were $15.2 million,
$6.5 million, $31.7 million, $13.6 million, and $7.3 million respectively. The
Company views all capital expenditures, other than those incurred in connection
with the development of new schools, to be maintenance capital expenditures.
Maintenance capital expenditures for the 16 weeks ended October 23, 1999 and
October 24, 1998, and for fiscal years 1999, 1998, and 1997 were $3.5 million,
$3.2 million, $6.1 million, $9.2 million, and $7.0 million, respectively. For
fiscal year 2000, we expect total maintenance capital expenditures to be
approximately $10.0 million.

In addition to maintenance capital expenditures, we expend additional funds
to ensure that its facilities are in good working condition. Such funds are
expensed in the periods in which they are incurred. The amounts of such expenses
for the 16 weeks ended October 23, 1999 and October 24, 1998, and for fiscal
years 1999, 1998, and 1997 were $3.5 million, and $3.4 million, $8.9 million,
$9.9 million, and $9.2 million, respectively.

INFLATION AND GENERAL ECONOMIC CONDITIONS

We have historically been able to increase tuition to offset increases in
its costs. During 1997 and 1998, a period of low to moderate inflation, we
implemented selective increases in tuition rates, based on geographic market
conditions and class capacity utilization. We did not experience a material
decline in attendance as a result of these increases.

On September 1, 1997, the Federal Minimum Wage increased from $4.75 to
$5.15 per hour. This increase did not materially impact our operations. On
November 9, 1999 the U.S. Senate passed a bill that would increase the minimum
wage by $1.00 per hour over a three-year period. A similar bill is currently
pending in the U.S. House of Representatives. There is no assurance that these
bills will pass Congress or be enacted into law.

During fiscal 1999, we experienced inflationary pressures on average wage
rates as hourly rates increased 7%. Management believes this is occurring
industry wide and there is no assurance that such wage rate increases can be
recovered through future increases in tuition.

A sustained recession with high unemployment may have a material adverse
effect on our operations. The recession during 1990 and 1991 adversely affected
attendance.

MANAGEMENT INFORMATION SYSTEMS AND THE YEAR 2000

The arrival of the year 2000 is not expected to have an adverse impact on
our computerized information systems and the cost of compliance is expected to
be immaterial. The most important new system for La Petite has been the
installation of its ADMIN system nationwide. ADMIN was written using a calendar
dating system that is not sensitive to the year 2000 issue. For payroll
processing, human resources information, general ledger/financial reporting,
accounts payable disbursements, fixed assets record keeping and purchase order
accounting, we utilize software under licensing arrangements for systems that
have already been upgraded and are currently year 2000 compliant. The costs of
the upgrades were

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<PAGE> 40

included as part of the annual licensing fees. Also, during calendar year 1999,
we tested and, if necessary, modified our smaller applications to insure that
any year 2000 issues are corrected on a timely basis.

We have not assessed the year 2000 readiness of our major suppliers or
third-party funding agencies. Due to the general uncertainty inherent in
addressing year 2000 readiness, the most likely worst case year 2000 scenario
and the impact it may have on us is uncertain. In the event that major suppliers
of curriculum material are unable to fulfill purchase orders for supplies,
Academy Directors will need to buy necessary supplies from local retailers. This
could have adverse cost consequences to us, but on the assumption that the
banking system continues to function, should not have a material impact on
operations. We also provide preschool and child-care services for children that
are funded by various state and local government agencies. In the event that any
such agency were unable to timely reimburse us for such services, it would have
an adverse impact on our cash flow. Such impact is not expected to be material
and we generally have the option to discontinue providing such services for
nonpayment.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our current indebtedness consists of the notes in the aggregate principal
amount of $145 million, the term loan under our credit agreement in the
aggregate principal amount of $39.0 million at October 23, 1999, and the
revolving credit facility under our credit agreement providing for revolving
loans in an aggregate principal amount (including swingline loans and the
aggregate stated amount of letters of credit) of $25 million. Borrowings under
the notes bear interest at 10% per annum. Borrowings under the Credit Agreement
will bear interest at a rate per annum equal (at our option) to: (a) an adjusted
London inter-bank offered rate ("LIBOR") plus a percentage based on our
financial performance; or (b) a rate equal to the highest of The Chase Manhattan
Bank's published prime rate, a certificate of deposit rate plus 1% or the
federal funds effective rate plus 1/2 of 1%, known as the average banking rate
("ABR") plus, in each case a percentage based on our financial performance. The
borrowing margins applicable to the Credit Agreement are initially 3.25% for
LIBOR loans and 2.25% for ABR loans. The notes will mature in May 2008 and the
Credit Agreement will mature in May 2005. The term loan will amortize in an
amount equal to $1.0 million per year in fiscal years 2000 through 2003, $7.8
million in fiscal year 2004, and $27.5 million in fiscal year 2005.

To reduce the impact of interest rate changes on the term loan, we entered
into interest rate collar agreements. The collar agreements cover the LIBOR
portion of the term loan interest rate, effectively setting maximum and minimum
interest rates.

To reduce interest expense on the $145 million principal amount of the
notes, we entered into an interest rate swap transaction with an imbedded
collar. The effect of this transaction is that the fixed rate debt was exchanged
for a variable rate arrangement based on LIBOR plus a fixed percentage. The
imbedded collar covers the LIBOR portion of variable rate swap, effectively
setting maximum and minimum interest rates.

There were no initial costs associated with either the swap or the interest
rate collar agreements as the floor and ceiling cap rates were priced to offset
each other. Any differential paid or received based on the swap/collar
agreements is recognized as an adjustment to interest expense. As of October 23,
1999, the notional value of such derivatives was $184.0 million with an
unrealized loss of $2.0 million. A 1% change in an applicable index rate, after
giving effect to the interest rate collars and swap agreement, would result in
an interest expense increase of $1.9 million per year.

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<PAGE> 41

BUSINESS

GENERAL

La Petite Academy, founded in 1968, is the second largest operator of for
profit preschool educational facilities in the United States. We provide
center-based educational and child care services five days a week throughout the
year to children between the ages of six weeks and 12 years. Management believes
we differentiate ourself through our superior educational programs, which were
developed and are regularly enhanced by its curriculum department. Our focus on
quality educational services allows us to capitalize on the increased awareness
of the benefits of premium educational instruction for preschool and elementary
school age children. At our residential and employer-based Academies, we utilize
our proprietary Journey(R) curriculum with the intent of maximizing a child's
cognitive and social development. We also operate Montessori schools, which
employ the Montessori method of learning, a classical approach that features the
programming of tasks with materials presented in a sequence dictated by each
individual child's capabilities.

As of July 3, 1999, we operated 743 educational facilities, including 689
Journey Academies, 27 employer-based Academies and 27 Montessori schools,
located in 35 states and the District of Columbia. For the 44 weeks ended July
3, 1999, we had an average attendance of approximately 81,000 full and part-time
children. Our average operating capacity was approximately 91,000 full-time
children and estimated full-time equivalent student (FTE) utilization was 65%
during the 44 weeks ended July 3, 1999. Since July 3, 1999, we have opened eight
new Journey curriculum based schools and seven new Montessori curriculum based
schools. In addition, July 21, 1999, we acquired all of the outstanding stock of
Bright Start, Inc., an operator of 44 preschools and child care facilities,
similar to those we operate, located in Minnesota (7), Wisconsin (11), New
Mexico (17), and Nevada (9). For pro forma information about us as if the Bright
Start acquisition had occurred as of August 30, 1998, see the Unaudited Pro
Forma Combined Statements of Operations of LPA Holding Corp. included elsewhere
in this prospectus.

COMPETITIVE STRENGTHS

STRONG MARKET POSITION AND BRAND IDENTITIES. Based on the number of centers
operated, La Petite Academy is the second largest provider of for profit
preschool education and child care services in the United States, in an industry
where the three largest center-based providers represent approximately 55% of
the top 50 for profit center-based child care providers' total capacity.
Operating since 1968, we have built brand equity in the markets we serve through
the development of a network of Academies concentrated in clusters in
demographically desirable MSAs. Our Academy clusters maintain close ties with
local neighborhoods through public relations efforts, parent newsletters and
brochures and support of community activities. We believe that we benefit
significantly from word-of-mouth referrals from parents, educators and other
school administrators. Our advertising reinforces our community-based reputation
for quality service principally through targeted direct mailings and radio air
time. In September 1995, we introduced the "Parent's Partner Plan," a program
that, among other things, provides parents with individualized feedback on their
child's development on at least a weekly basis. Management believes this program
has contributed to the increase in overall student retention and added new
enrollments at the Academies. Our high, customer-driven standards and
well-trained and caring staff strengthens our image as an innovative education
provider.

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<PAGE> 42

FOCUSED EDUCATIONAL CURRICULUM. Our focus is on educating the child rather
than simply providing traditional child care services. Our proprietary
Journey(R) curriculum was originally developed in 1991 by La Petite educators
with the assistance of experts in early childhood education with the intent of
maximizing a child's cognitive development while ensuring a positive experience
for the child. The curriculum emphasizes individuality and allows children to
progress at their own pace, building skills in a logical pattern using a
"hands-on" approach. All programs and activities are developmentally
appropriate, promote a child's intellectual, physical, emotional and social
development and are enhanced by on-site efforts of our educational staff. We
also operate Montessori schools, which target education conscious parents under
the name Montessori Unlimited(R). The Montessori method is a classical approach
that provides specific task-oriented educational materials or "apparatus"
presented in a sequence determined by each child's natural capabilities. Each
activity in the prepared environment of the Montessori classroom has its roots
in early development and serves as a foundation for future, more complex
developments.

ATTRACTIVE BUSINESS MODEL. Improvements in profitability at the Academy
level have been achieved through a combination of revenue enhancement and cost
management at the individual Academies and economies of scale and synergies
realized through the clustering of Academies in economically and demographically
attractive areas. We have increased estimated FTE Utilization from 59% in fiscal
1994 to 65% in fiscal 1999. During fiscal year ended July 3, 1999, we opened six
Journey Academies and seven Montessori schools. Since July 3, 1999, we have
opened an additional eight Journey Academies and seven Montessori schools. The
new Journey Academies average 9,700 square feet with an operating capacity of
approximately 175 children and the new Montessori schools average 9,800 square
feet with an operating capacity of approximately 150 children. In addition, our
Montessori schools have proved to be successful with higher student retention,
tuition averaging approximately 20% more than at the our residential and
employer-based Academies and more favorable student-teacher ratios, resulting in
increased profitability. We have focused on providing our Academies with the
systems to improve capacity utilization and operational efficiency. In March
1998, La Petite completed the installation in all of its residential Academies
of a newly developed proprietary management information system, ADMIN, and in
September 1999, this was expanded to include all Montessori schools. The first
phase of ADMIN is a unique point of sale system which enables us to more
effectively monitor attendance, increase revenues and gather information
throughout all of its markets. ADMIN currently handles the tuition billing
process, allowing Academy Directors to concentrate on communicating and
interacting with parents, supervising staff and spending time with children.
ADMIN also provides management with timely access to detailed accurate
information on our operations. Our size and scope also allows us to
cost-effectively purchase supplies, conduct advertising and marketing outreach
programs and train employees.

GEOGRAPHICALLY DIVERSIFIED OPERATIONS. Our operations are geographically
diversified, with 743 Academies located throughout 35 states and the District of
Columbia as of July 3, 1999. Although the highest number of our Academies are
located in Texas, Florida, California, Georgia and Virginia, these states
account for less than half of the our Academies. The geographical diversity of
our operations and profitability mitigates the potential impact of regional
economic downturns or adverse changes in local regulations.

EXPERIENCED AND INCENTIVIZED MANAGEMENT TEAM. The top four members of
senior management of La Petite Academy average approximately 10 years of
experience with us. In addition, our eight Area Vice Presidents and 83 Regional
Directors average over 16 years and 10 years with La Petite, respectively.
Management has successfully reduced employee

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<PAGE> 43

turnover, closed or revitalized underperforming Academies, implemented
operational data systems and improved operating margins. As of the date of this
prospectus, management owns or has the right to acquire, subject to certain
performance requirements, approximately 14.8% of the common stock of our parent
company on a fully diluted basis.

BUSINESS STRATEGY

Management believes we are well positioned for future growth as one of the
leading providers of quality educational care to preschool aged children. Our
objective is to grow our higher margin businesses and continue to be a leader in
the markets in which it operates.

EMPHASIZE EDUCATIONAL CURRICULUM. Our curriculum department continually
evaluates and improves the quality of our educational materials and programs. We
have invested significant resources in developing our proprietary Journey(R)
curriculum, utilized at both our residential and employer-based Academies. In
addition, we recently began adding monthly curriculum enhancements to help
continue to improve program implementation and increase on-going communication
with parents. We invested in additional classroom facilities and educational
materials to enhance the delivery of the Journey(R) curriculum at 238 of our
residential Academies for the school year beginning in the fall of 1998, with an
additional 312 Academies impacted in the fall of 1999. Our Montessori schools
are staffed with certified Montessori lead teachers who follow traditional
Montessori methods that appeal to education conscious parents.

CAPITALIZE ON REPUTATION FOR CUSTOMER DRIVEN SERVICE. Management believes
that our knowledge of parents' objectives and desires for their children's
education differentiates us from other child care providers. In order to better
understand customer needs, we conduct:

- focus groups with parents,

- customer and employee satisfaction surveys (conducted by us and third
parties), and

- interviews with parents.

Our Parent Partner Plan was designed in part to bridge the gap between what
parents look for on a tour of the facility and expect on a day-to-day basis and
the requirements of a professionally designed curriculum. The program includes a
video and a monthly newsletter that explain the curriculum being provided to the
children and guarantees the delivery of daily or weekly (depending on the age of
the child) individual progress reports. We continually strive to improve our
customer retention and increase loyalty by interacting with parents on a daily
basis and focusing on meeting and, if possible, exceeding their expectations.

INCREASE ACADEMY PROFITABILITY. We plan to improve Academy profitability by
increasing capacity utilization and tuition rates, managing costs and leveraging
our existing and newly built Academies to achieve economies of scale and
synergies. We intend to continue to increase capacity utilization by emphasizing
local marketing programs and improving customer retention and loyalty. We
believe we are an industry leader in our commitment to ongoing qualitative and
quantitative research to determine customer needs and expectations. Academy
Directors use their understanding of the markets in which they operate to cost
effectively target parents through customer referrals, the support of community
activities and print media and spot radio advertising. In addition, with the
implementation of ADMIN, which provides us with the information necessary to
implement targeted pricing, we have the ability to maximize revenue by charging
customers a premium for services in high demand.

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<PAGE> 44

The ability to control revenue and increase operating efficiency at the point of
sale through the implementation of ADMIN also presents an opportunity for us to
better allocate an Academy Director's time. We achieve local economies of scale
by employing a cluster strategy of either building in markets where we have
existing Academies or entering new markets through the construction of a minimum
number of Academies.

BUILD ACADEMIES AND MONTESSORI SCHOOLS IN ATTRACTIVE MARKETS. During fiscal
year ended July 3, 1999, we opened six new Journey based Academies and seven new
Montessori schools. Since July 3, 1999, we have opened an additional eight
Journey Academies and seven Montessori schools. Also on July 21, 1999, we
acquired Bright Start, Inc., operator of 44 center-based preschools and
childcare facilities. For pro forma information about us as if the Bright Start
acquisition had occurred as of August 30, 1998, see the Unaudited Pro Forma
Combined Statements of Operations of LPA Holding Corp. included elsewhere in
this prospectus. This total of 72 new units satisfies our growth plans for
fiscal 1999 and 2000. Newly built Academies are approximately 9,750 square feet,
built on sites of approximately one acre, have an operating capacity of
approximately 175 children for Journey(R) curriculum based Academies and 150
children for Montessori schools and incorporate a closed classroom concept.

PURSUE STRATEGIC OPPORTUNITIES. In addition to accelerating new Academy
development, we may seek to acquire existing child care centers where
demographics and facility conditions complement its business strategy.
Management believes our competitive position, economies of scale and financial
strength will enable us to capitalize on selective acquisition opportunities in
the fragmented child care industry. We may also engage in cross-marketing
opportunities with manufacturers and marketers of educational products. These
opportunities should enable La Petite to further its reputation as an educator
and carry the residual benefit of an additional revenue stream.

CURRICULUM

RESIDENTIAL AND EMPLOYER-BASED ACADEMIES. In 1991, La Petite, with the
assistance of outside educational experts, designed and developed the Journey(R)
curriculum to not only maximize a child's cognitive development but also to
provide a positive learning experience for the child. We believe the Journey(R)
curriculum is unsurpassed by the educational materials of any of the major child
care providers or our other competitors, many of whom purchase educational
materials from third party vendors.

Journey is an integrated approach to learning, giving children
opportunities to learn through all of their senses while stimulating development
and learning in all areas. Children progress at their own pace, building skills
and abilities in a logical pattern. The Journey(R) curriculum covers children of
all ages that La Petite Academy serves. Each level of the curriculum includes;

- a parent component,

- built-in teacher training,

- carefully selected age appropriate materials, equipment and activities,
and

- a well planned and developed environment.

For infants and toddlers, Journey provides activities for a variety of
developmental areas such as listening and talking, physical development,
creativity and learning from the world

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<PAGE> 45

around them. As infants become toddlers, more activities focus on nurturing
their need for independence and practicing small motor skills that help them
learn to feed themselves, walk and communicate with others. Journey provides
songs, fingerplay, art ideas, storytelling tips, building activities and many
activities to develop the bodies of toddlers through climbing, pushing and
pulling. These activities also build the foundation for social skills such as
how to get along with others and how to share.

The Journey preschool program includes a balance of teacher-directed and
child-directed activities which address both the physical and intellectual
development of preschool children. Physical activities are designed to increase
physical and mental dexterity, specifically hand-eye and large and small muscle
coordination. Preschool children also engage in creative and expressive
activities such as painting, crafts and music. Intellectual activities are
designed to promote language development, pre-reading, writing and thinking
skills, imagination through role playing, pretending and problem solving. In
addition, Journey enables the children to experience the world around them
through geography, Spanish, mathematics and sensorial activities.

The Journey(R) curriculum for SuperStars, children ages 5 through 12,
consists of providing:

- quiet, private space for them to do homework,

- social interaction with children of their own age,

- participation in enrichment programs such as arts and crafts and fitness
activities, and

- transportation to and from their elementary schools.

MONTESSORI SCHOOLS. Montessori is a non-traditional method of education in
which children work and learn in a highly individualized environment. Montessori
materials, combined with our certified Montessori instructors, create a learning
environment in which children become energized to explore, investigate and
learn. Children work in mixed age group classrooms with attractive,
state-of-the-art Montessori materials which have been designed to stimulate each
child's interest in reading, mathematics, geography and science. In addition to
the Montessori method, Montessori schools provide enrolled children foreign
language and computer learning.

ACADEMY NETWORK

We operate three types of child care centers: residential Academies,
employer-based Academies and Montessori schools. Academies generally operate
year round, five days a week and typically are open from 6:30 AM to 6:30 PM. A
child may be enrolled in any of a variety of program schedules from a full-time,
five-day-per-week plan to as little as two or three half-days a week. A child
attending full-time typically spends approximately nine hours a day, five days
per week, at an Academy. Our SuperStars program for children ages five to 12
provides extended child care before and after the elementary school day and
transportation to and from the elementary school.

Academy employees include Academy Directors, Assistant Directors (who are
generally teachers), full-time and part-time teachers, temporary and substitute
teachers, teachers' aides, and non-teaching staff. On average, there are 15 to
20 employees per Academy. Each Academy is managed by an Academy Director. An
Academy Director implements our policies and procedures, but has the autonomy to
individualize local operations. Responsibili-

39
<PAGE> 46

ties of Academy Directors include curriculum implementation, the establishment
of daily, weekly and monthly operating schedules, staffing, marketing to develop
and increase enrollment and control of operating expenses. Personnel involved in
operations as Academy Director and above are compensated in part on the basis of
the profitability and level of parent and employee satisfaction of each Academy
for which they have managerial responsibility.

Academy Directors are supervised by a Regional Director. Our Academy
Regional Directors have an average of 10 years of experience with us, typically
are responsible for six to 12 Academies and report to one of eight Area Vice
Presidents. Regional Directors visit their Academies regularly and are in
frequent contact to help make decisions and improvements to program quality and
profitability. The eight Area Vice Presidents average in excess of 16 years of
experience with us.

RESIDENTIAL ACADEMIES. As of October 23, 1999, we operated 734 residential
Academies in 34 states. Residential Academies are typically located in
residential, middle income neighborhoods, and are usually one-story,
air-conditioned buildings located on three-quarters of an acre to one acre of
land. A typical Academy also has an adjacent playground designed to accommodate
the full age range of children attending the school. Newly built Academies are
approximately 9,700 square feet, built on sites of approximately one acre, have
an operating capacity of approximately 175 children and incorporate a closed
classroom concept. We continue to improve, modernize and renovate existing
residential Academies to improve efficiency and operations, to better compete,
to respond to the requests of parents and to support the Journey(R)curriculum.

Residential Academies generally have programs to care for children from
toddlers to 12 years old arranged in five age groups. In addition, approximately
half of the Academies offer child care for infants, as young as six weeks old.
Teacher-student ratios vary depending on state requirements but generally
decrease with the older child groups.

EMPLOYER-BASED ACADEMIES. As of October 23, 1999, we operated 24
employer-based Academies, which are similar to residential Academies, but are
designed to offer businesses, including government employers and hospitals,
on-site employer-sponsored child care. So far, our focus has been principally on
developing on-site centers, operating employers' on-site centers through
management contracts and providing consulting services for developing and
managing centers. At most of our employer-based Academies, we collect tuition
from our students in the same way as at residential Academies. At some of the
employer-based Academies, we receive additional payments or support services
from the sponsoring employer. At other employer-based Academies, we receive a
fee in addition to tuition.

MONTESSORI SCHOOLS. As of October 23, 1999, the Company operated 33
Montessori schools. Seventeen of the Montessori schools were opened between 1983
and 1990. Two Montessori schools were residential Academies that were converted
to Montessori formats, one in fiscal year 1996 and one in fiscal year 1997.
During fiscal year ended July 3, 1999, we opened seven new Montessori schools.
Since July 3, 1999, we have opened an additional seven new Montessori schools.
Montessori schools are typically located in upper-middle income areas and
feature brick facades and closed classrooms. The Montessori schools typically
have lower staff turnover, and their lead teachers are certified Montessori
instructors, many of whom are certified through our own training program. In
addition, unlike students at residential Academies, Montessori students are
enrolled for an entire school year, pay tuition monthly in advance and pay
higher tuition rates.

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<PAGE> 47

NEW ACADEMY DEVELOPMENT

We intend to expand within existing markets and enter new markets with
Academies and Montessori schools concentrated in clusters. In our existing
markets, management believes we have developed an effective selection process to
identify attractive markets for prospective Academy sites. In evaluating the
suitability of a particular location, we concentrate on the demographics of our
target customer within a two mile radius for residential Academies and a six
mile radius for Montessori schools. We target MSAs with benchmark demographics
which indicate parent education levels and family incomes combined with high
child population growth, and considers the labor supply, cost of marketing and
the likely speed and ease of development of Academies in the area.

Newly constructed Academies are generally able to open approximately 36
weeks after the real estate contract is signed. Because a location's early
performance is critical in establishing its ongoing reputation, the Academy
staff is supported with a variety of special programs to help achieve quick
enrollment gains and development of a positive reputation. These programs
include special compensation for the Academy Director who opens the new site and
investment in local marketing prior to the opening. Historically, new Academies
have been profitable within their second year of operation and reached maturity
within three years. Management believes that the new site selection and
development process, earlier selection and installment of the Academy Director
and staff, the increased marketing investment prior to opening, the new design
and the rapid access to attendance and tuition information provided by the ADMIN
system will reduce the time to maturity of Academies to two years.

In 1998, we designed new prototypes for residential Academies and
Montessori schools, both of which are 9,500 square foot facilities built on one
acre or more of commercially zoned property. The new residential Academy
facilities have an operating capacity for approximately 175 children and are a
closed classroom designs, without infant rooms, that reflects a preschool
environment and supports the latest curriculum improvements. The Montessori
schools are divided into six equal-sized classrooms, which support 25 children,
resulting in an operating capacity for approximately 150 children. Management
believes the new facilities afford us more flexibility to better suit varying
site plans and future changes as residential neighborhoods evolve. The new
exterior design was developed to enhance the appearance and image of the
Academies.

During fiscal 1999, we opened six new Journey based Academies and seven new
Montessori Schools. Since July 3, 1999, we have opened an additional eight
Journey Academies and seven Montessori schools. Also in July 1999, we acquired
Bright Start, Inc., an operator of 44 center-based preschools and childcare
facilities. This total of 72 new units satisfies our growth plans for fiscal
1999 and 2000.

TUITION

Academy tuition depends upon a number of factors including, but not limited
to, location of an Academy, age of the child, full or part-time attendance and
competition. La Petite also provides various tuition discounts primarily
consisting of sibling, staff, Corporate Referral Program and Parent's Partner
Plan. We adjust tuition for Academy programs by child age-group and program
schedule within each Academy on an annual basis each February. Parents also pay
an annual registration fee, which is reduced for families with more than one
child attending an Academy. Tuition and fees are payable weekly and in advance
for most residential and employer-based Academies and monthly and in advance for
Montessori

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<PAGE> 48

schools. Management estimates that state governments pay the tuition for
approximately 5% to 10% of the children under our care.

MARKETING AND ADVERTISING

Our marketing program reflects our commitment to ongoing qualitative and
quantitative research to determine customer needs, expectations and
interpretation of service delivery. For example, our research was instrumental
in the development of the our Parent's Partner Plan, which was introduced in
1995. The Parent's Partner Plan was designed in part to bridge the gap between
what parents look for on a tour of the facility and expect on a day-to-day basis
and the requirements of a professionally designed curriculum. This program
offers parents such features as flexible absence day options, extended care
during holidays and guaranteed parent communications. These features provide
tangible benefits to parents, can be universally delivered in a multi-unit
environment and were developed directly in response to needs expressed by
parents. Customer focus groups and research have also guided us in developing
and enhancing communications to current and potential parent customers regarding
its programs.

We believe that retention of current parents is critical in building brand
equity and generating favorable word-of-mouth promotion. Our retention
activities include "Gift of Time" (added free child care on certain weekends and
during the Christmas holidays), focused parent communication (through
videotapes, correspondence and face to face meetings) and fall and spring
preschool orientation meetings. Our marketing programs include activities to
attract new students to support fall enrollment programs. We are also
establishing programs to broaden parent loyalty beyond the neighborhood Academy
to us as a whole. These programs include personal welcome calls, e-mail access
and a toll-free number to call us.

The remainder of the marketing budget is used to fund activities designed
to increase enrollments, with over 50% of the budget supporting the Fall
enrollment period. Primary media vehicles are spot radio, which is centrally
negotiated and locally approved, direct mail and local print media. We also have
a web site that allows parents to find the closest La Petite Academy and to
learn more about the Journey(R) curriculum. Finally, our Corporate Referral
Program offers tuition discounts to employees of preferred corporate clients
such as AT&T, Federal Express and Wal-Mart. This program enables us to market
directly to employees who need preschool and child care services.

INFORMATION SYSTEMS

We are currently in the process of rolling out nation-wide communications
that will link all of the Academies, field management and Home Office employees
to a Home Office based "intranet" site through a virtual private network. This
intranet site will provide ready access to current information, reference
material, electronic mail, file sharing and the internet. Management believes
this will improve both the efficiency and effectiveness of information sharing
throughout the organization.

We have begun incorporating developmental assessment of children as part of
its educational program. This addresses parent's interest in ensuring school
readiness for their children and the need to recognize the individual
development paths of children. We have licensed a proprietary version of the
Galileo software developed by Assessment Technology Inc. This software includes
tools for developmental assessment, curriculum individualization, lesson
planning and learning activities and outcome reports. La Petite's Journey(R)
curriculum

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<PAGE> 49

is integrated into the software. We have installed the system in 70 of our
Journey Academies on preschool classroom computers available to teachers and
students.

We have completed the installation of the nationwide point of sale
information phase of ADMIN. ADMIN is a proprietary, state of the art,
decentralized, multimedia PC-based network that processes transactions, stores
data and produces reports locally. Remote host collection of data provides
timely access to information by senior management, Regional Directors and Area
Vice Presidents.

The point of sale system has been operational in all residential Academies
since mid-March 1998, employer-based Academies since July 1999, and was expanded
to our Montessori schools in September 1999. The system tracks attendance,
revenues, receivables and pricing information. Parents sign their children in
and out of an Academy using a ten key pad and PIN number, enabling the Academy
Director to have real time access to parent receivables and an Academy's
current, past and expected future enrollment by class, day and program.
Previously, these records were maintained manually by Academy Directors,
consuming eight to ten hours of their time each week, and were subject to
clerical error. The time savings enable Academy Directors to spend this time on
more valuable tasks such as communicating and interacting with parents and
staff.

ADMIN provides management with timely access to detailed, accurate
information on our operations, facilitating rapid response to any Academy
requiring attention. In addition, the new attendance data by class by day
enables pricing decisions to better target those classes and programs with the
greatest demand, enabling us to further increase revenues without impacting
capacity utilization. By providing student turnover and tenure information, the
point of sale system will create a new capability for focusing programs on
customer satisfaction and retention.

Future phases of ADMIN will include labor (which encompasses payroll,
benefits and scheduling), marketing, training and the automation of a number of
manual tasks that are currently performed by the Academy Directors or their
staff. The investment requirement by these applications is expected to be
moderate because the major cost was for the hardware that has already been
installed.

COMPETITION

The United States preschool education and child care industry is highly
fragmented and competitive. Our competition consists principally of local
nursery schools and child care centers, some of which are non-profit (including
religious-affiliated centers), providers of services that operate out of their
homes and other for profit companies which may operate a number of centers.
Local nursery schools and child care centers generally charge less for their
services than we charge. Many religious-affiliated and other non-profit child
care centers have no or lower rental costs than we have, may receive donations
or other funding to cover operating expenses and may utilize volunteers for
staffing. Consequently, tuition rates at these facilities are commonly lower
than our rates. Additionally, fees for home-based care are normally lower than
fees for center-based care because providers of home care are not always
required to satisfy the same health, safety or operational regulations as our
Academies. Our competition also consists of other large, national, for profit
child care companies that may have more aggressive tuition discounting and other
pricing policies than La Petite. We compete principally by offering trained and
qualified personnel, professionally planned educational and recreational
programs, well-equipped facilities and additional services such as
transportation. In addition, we offer a challenging and sophisticated program
that emphasizes

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<PAGE> 50

the individual development of the child. Management believes that the quality of
the staff and facilities and the unique programs offered are the principal
factors in parents' choice of La Petite, although price and location of the
facility are also important. For some of our potential customers, the non-profit
status of certain of our competitors may be a significant factor in choosing a
child care provider.

GOVERNMENT REGULATION

Child care centers are subject to numerous state and local regulations and
licensing requirements, and we have policies and procedures in place in order to
comply with such regulations and requirements. Although state and local
regulations vary greatly from jurisdiction to jurisdiction, government agencies
generally review the ratio of staff to enrolled children, the safety, fitness
and adequacy of the buildings and equipment, the dietary program, the daily
curriculum, staff training, record keeping and compliance with health and safety
standards. In certain jurisdictions, new legislation or regulations have been
enacted or are being considered which establish requirements for employee
background checks or other clearance procedures for new employees of child care
centers. In most jurisdictions, governmental agencies conduct scheduled and
unscheduled inspections of child care centers, and licenses must be renewed
periodically. Failures by an Academy to comply with applicable regulations can
subject it to state sanctions, which might include the Academy being placed on
probation or, in more serious cases, suspension or revocation of the Academy's
license to operate. Management believes we are in compliance with all material
regulations and licensing requirements applicable to our businesses.

Certain tax incentives exist for child care programs. Section 21 of the
Code provides a federal income tax credit ranging from 20% to 30% of certain
child care expenses for "qualifying individuals" (as defined in the Code). The
fees paid to us for child care services by eligible taxpayers qualify for the
tax credit, subject to the limitations of Section 21 of the Code. In addition to
the federal tax credits, various state programs provide child care assistance to
low income families. Management estimates approximately 10% of our operating
revenue is generated from such, federal and state programs. Although no federal
license is required at this time, there are minimum standards which must be met
to qualify for participation in certain federal subsidy programs.

Government, at both the federal and state levels, is actively involved in
expanding the availability of child care services. Federal support is delivered
at the state level through government-operated educational and financial
assistance programs. Child care services offered directly by states include
training for child care providers and resource and referral systems for parents
seeking child care. In addition, the state of Georgia has an extensive
government-paid private sector preschool program in which we participate.

The Federal Americans With Disabilities Act (the "Disabilities Act")
prohibits discrimination on the basis of disability in public accommodations and
employment. The Disabilities Act became effective as to public accommodations in
January 1992 and as to employment in July 1992. Since effectiveness of the
Disabilities Act, we have not experienced any material adverse impact as a
result of the legislation.

In August and September of 1998, the National Highway Transportation Safety
Administration (NHTSA) issued interpretative letters that modified its
interpretation of regulations governing the sale by automobile dealers of
vehicles intended to be used for the transportation of children to and from
school. These letters indicate that dealers may no longer sell fifteen-passenger
vans for this use, and that any vehicle designed to transport

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<PAGE> 51

eleven persons or more must meet federal school bus standards if it is likely to
be "used significantly" to transport children to and from school or
school-related events. We currently, maintain a fleet of approximately 1,500
fifteen-passenger vans for use in transportation of children which management
believes are safe and effective vehicles for that purpose. Our current fleet
meets all necessary federal, state, and local safety requirements. In
accordance, however, with the new NHTSA requirements all new fleet additions or
replacements will meet school bus standards. Accordingly, in August 1999 we took
delivery of 99 fourteen-passenger school buses. The new school buses cost
approximately 50% more than the fifteen-passenger vans previously purchased and
should have a longer economic useful life. The economic consequences of the
regulatory change will increase the cost to us of transporting children.

TRADEMARKS

We have various registered trademarks covering the name La Petite Academy,
its logos, and a number of other names, slogans and designs, including, but not
limited to: La Petite Journey, Parent's Partner, SuperStars and Montessori
Unlimited(R). A federally registered trademark in the United States is effective
for ten years subject only to a required filing and the continued use of the
mark by the registrant. A federally registered trademark provides the
presumption of ownership of the mark by the registrant in connection with its
goods or services and constitutes constructive notice throughout the United
States of such ownership. In addition we have registered various trademarks in
Japan, Taiwan and the Peoples Republic of China. We believe that our name and
logos are important to our operations and intend to continue to renew the
trademark registrations thereof.

INSURANCE

We maintain insurance covering comprehensive general liability, automotive
liability, workers' compensation, property and casualty, crime and directors and
officers insurance. The policies provide for a variety of coverages, are subject
to various limits, and include substantial deductibles or self-insured
retention. There is no assurance that claims in excess of, or not included
within, our coverage will not be asserted, the effect of which could have an
adverse effect on La Petite.

We have instituted a number of initiatives to improve risk management and
reduce insurance costs. In 1994, we switched to a self-insured program for
workers' compensation, automotive and general liabilities up to certain
retention levels. In 1995, we re-bid our entire insurance program, thereby
reducing premium costs and increasing coverages. Also in 1995, we began a
program of actively seeking to close all old open liability and workers'
compensation claims and aggressively seeking to close new claims on a timely
basis. All student accident and auto claims are now managed and administered
in-house by our General Counsel, which has reduced the frequency and severity of
liability claims. As a result of all of the aforementioned actions, insurance
costs dropped from $7.5 million in fiscal 1996 to $5.5 million in fiscal 1998,
representing a 26% reduction and $4.2 million in the 44 weeks of fiscal 1999.

EMPLOYEES

As of July 3, 1999, we employed approximately 12,000 persons, including
eight Area Vice Presidents, 80 Regional Directors, 743 Academy Directors and 145
employees at corporate headquarters. Approximately 92% of these employees are
paid on an hourly basis;

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<PAGE> 52

the remainder are salaried. Because of high employee turnover rates in the child
care industry in general, we focus on and emphasizes recruiting and retaining
qualified personnel. Management believes that the turnover of our employees is
in line with other companies in the industry. Our employees are not represented
by any organized labor unions or employee organizations and management believes
relations with employees are good.

PROPERTIES

As of July 3, 1999, we operated 743 Academies, 672 of which were leased
under operating leases, 55 of which were owned and 16 of which were operated in
employer-owned centers. Most of these Academy leases have 15-year terms, some
have 20-year terms, many have renewal options, and most require us to pay
utilities, maintenance, insurance and property taxes. In addition, some of the
leases provide for contingent rentals, if the Academy's operating revenue
exceeds certain base levels.

Because of the different licensing requirements and design features,
Academies vary in size and licensed capacity. Academies typically contain 5,400,
6,700, 7,800 or 9,750 square feet and licensed capacity for the same size
building varies from state to state because of different licensing requirements.

The following table summarizes Academy openings and closings for the
indicated periods.

<TABLE>
<CAPTION>
FISCAL YEAR 1995 1996 1997 1998 1999
----------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Academies:
Open at Beginning of Period....................... 787 786 751 745 736
Opened During Period.............................. 5 11 3 1 13
Closed During Period.............................. (6) (46) (9) (10) (6)
--- --- --- --- ---
Open at End of Period............................. 786 751 745 736 743
=== === === === ===
</TABLE>

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<PAGE> 53

The residential and employer-based Academies and Montessori schools
operated by us as of October 23, 1999 were located as follows:

<TABLE>
<CAPTION>
EMPLOYER-
RESIDENTIAL BASED MONTESSORI
STATE ACADEMICS ACADEMICS SCHOOLS TOTAL
- ----- ----------- --------- ---------- -----
<S> <C> <C> <C> <C>
Alabama............................... 13 4 17
Arizona............................... 25 1 26
Arkansas.............................. 8 8
California............................ 55 1 56
Colorado.............................. 24 1 25
Delaware.............................. 1 1
Florida............................... 90 2 3 95
Georgia............................... 45 6 51
Illinois.............................. 21 2 23
Indiana............................... 15 2 17
Iowa.................................. 8 8
Kansas................................ 22 1 1 24
Kentucky.............................. 4 4
Louisiana............................. 1 1
Maryland.............................. 12 3 15
Minnesota............................. 7 1 8
Missouri.............................. 31 1 1 33
Mississippi........................... 3 3
Nebraska.............................. 10 10
Nevada................................ 17 17
New Jersey............................ 2 2
New Mexico............................ 21 21
North Carolina........................ 30 30
Ohio.................................. 17 1 18
Oklahoma.............................. 21 1 22
Oregon................................ 5 2 7
Pennsylvania.......................... 3 2 5
South Carolina........................ 23 23
Tennessee............................. 25 1 26
Texas................................. 106 18 124
Utah.................................. 4 4
Virginia.............................. 36 36
Washington............................ 15 15
Wisconsin............................. 14 14
Wyoming............................... 1 1
District of Columbia.................. 1 1
--- -- -- ---
734 24 33 791
=== == == ===
</TABLE>

LEGAL PROCEEDINGS

From time to time, we are subject to legal proceedings and other claims
arising in the ordinary course of its business. We believe that we are not
presently a party to any litigation the outcome of which would have a material
adverse effect on our financial condition or results of operations. We maintain
insurance coverage against claims in an amount which we believe to be adequate.

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<PAGE> 54

MANAGEMENT

The following table sets forth the name, age and current position held by
the persons who are the directors and executive officers of La Petite Academy
and La Petite Holding Corp.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
James R. Kahl....................... 58 Chairman of the Board, Chief
Executive Officer, President and
Director
Susan M. Stanton.................... 51 Chief Operating Officer
Rebecca L. Perry.................... 45 Executive Vice President, Operations
David J. Anglewicz.................. 52 Senior Vice President, Facility
Services
Jeanette R. Carter.................. 35 Senior Vice President, Parent
Services and Planning
Joan K. Singleton................... 33 Senior Vice President, Chief
Financial Officer
Mitchell J. Blutt, M.D. ............ 42 Director
Robert E. King...................... 63 Director
Stephen P. Murray................... 36 Director
Brian J. Richmand................... 45 Director
Terry D. Byers...................... 45 Director
Ronald L. Taylor.................... 55 Director
Barbara S. Feigin................... 61 Director
</TABLE>

The business experience during the last five years and other information
relating to each executive officer and director of La Petite is set forth below.

James R. Kahl has been Chairman of the Board since May 1998. Mr. Kahl has
been a Director of our parent company since September 1993, our Chief Executive
Officer since July 1993 and President since May 1997. Mr. Kahl was an Executive
Vice President at Knott's Berry Farm from 1991 to February 1993. From 1988 to
1991, Mr. Kahl was the Senior Vice President, Operations of the Contract Food
and Services Division, Health Care and Education Group at the Marriott
Corporation in Washington, D.C. From 1982 to 1988, Mr. Kahl held various other
executive positions with the Marriott Corporation. Prior to joining the Marriott
Corporation, Mr. Kahl held various positions with Arthur Andersen & Co. between
1964 and 1982, including Partner and Managing Partner. He has an M.B.A. from the
University of Wisconsin and is a Certified Public Accountant. On November 11,
1999, Mr. Kahl, announced that he intends to relinquish his day-to-day
responsibilities as CEO and president effective upon a selecting a replacement
for his position. Mr. Kahl will continue as chairman and will focus his time on
special projects.

Susan M. Stanton became Chief Operating Officer in January 1999. From 1993
to 1998, Ms. Stanton was President and Chief Operating Officer of Payless
Cashways, Inc. and had prior duties with Payless as Senior Vice
President-Merchandising and Marketing from 1989 to 1993, Senior Vice
President-Administration & Corporate Planning from 1986 to 1989, and Vice
President Corporate Planning from 1984 to 1986. From 1981 to 1983, Susan was the
Director of Administration for Jackson County, Missouri, Kansas City. Susan has
a B.S. from the University of Santa Clara and an M.A. from the University of
Houston.

Rebecca L. Perry has been Executive Vice President of Operations since May
1997. From July 1993 to May 1997, Ms. Perry was a Senior Vice President and
Eastern Operating Officer. From 1988 to June 1993, she was Assistant Vice
President of Operations with supervisory responsibility for the operations of La
Petite in 14 southern and Midwestern

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<PAGE> 55

states. From 1985 to 1988, she served as Divisional Director of Florida and from
1981 to 1985, she served as Regional Director of Tampa.

David J. Anglewicz has been Senior Vice President, Facility Services since
March 1997. From July 1993 to March 1997, Mr. Anglewicz was Executive Vice
President-Property Development and Chief Administrative Officer. Mr. Anglewicz
has been involved in the development of over 500 of the Academies throughout the
United States since he joined La Petite in 1985. Mr. Anglewicz has an M.B.A.
from the University of Illinois and a B.S. from the Lawrence Technological
University.

Jeanette R. Carter has been Senior Vice President, Parent Services and
Planning, since August 1998 with supervisory responsibility for marketing,
strategic planning, curriculum and customer services. From October 1996 to
August 1998, Ms. Carter served as Vice President, Marketing and Planning. Ms.
Carter joined La Petite in December 1994. Previously, Ms. Carter held various
account management positions with marketing and advertising firms working
primarily on multi-site retail accounts. Ms. Carter has a B.A. from the
University of Missouri.

Joan K. Singleton became Senior Vice President, Chief Financial Officer in
November 1999. Ms. Singleton joined La Petite in February 1997 as Assistant
Treasurer and became Treasurer in September 1997. From August 1993 to February
1997 she was a Manager with Deloitte & Touche LLP. Ms. Singleton began her
career with Arthur Andersen & Company in 1988. Ms. Singleton has a B.S. from
Eastern College and a Masters in Taxation from Villanova University. She is a
Certified Public Accountant and Certified Financial Planner.

Mitchell J. Blutt, M.D. has been a Director of our parent company since May
1998. Dr. Blutt has been an Executive Partner of CCP since December 1992. From
December 1988 to November 1992 he was a General Partner of CCP. Dr. Blutt has a
B.A. and a M.D. from the University of Pennsylvania and a M.B.A. from The
Wharton School of the University of Pennsylvania. He is a director of the Hanger
Orthopedic Group, Vista Healthcare Asia, Pte., Ltd., Digital Entertainment
Network, Medical Arts Press, Fisher Scientific International, Inc., DJ
Orthopedics, Inc., and is a trustee of the University of Pennsylvania.

Robert E. King has been a Director of our parent company since May 1998.
Mr. King is Chairman of Salt Creek Ventures, LLC, a private equity company he
founded in 1994, specializing in equity investments in technology companies. Mr.
King has been involved over the past 33 years as a corporate executive and
entrepreneur in technology-based companies. From 1983 to 1994, he was President
and Chief Executive Officer of The Newtrend Group. Mr. King has participated as
a founding investor in five companies. Mr. King has a B.A. from Northwestern
University. He serves on the Board of Directors of DeVry, Inc., American Floral
Services, Inc., COLLEGIS, Inc., Premier Systems Integrators, Inc. and
eduprise.com, inc.

Stephen P. Murray has been a Director of our parent company since May 1998.
Mr. Murray has been a General Partner of CCP since June 1994. From November 1988
to June 1994, Mr. Murray was a Principal at CCP. Prior thereto, he was a Vice
President with the Middle-Market Lending Division of Manufacturers Hanover. Mr.
Murray has a B.A. from Boston College and an M.B.A. from Columbia Business
School. He is a director of The Vitamin Shoppe, Vitamin Shoppe.com, Starbelly,
Inc., Home Products, Inc., Futurecall Telemarketing, American Floral Services,
The Cornerstone Group, Medical Arts Press and Regent Lighting Corporation.

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<PAGE> 56

Brian J. Richmand has been a Director of our parent company since May 1998.
Mr. Richmand has been a General Partner of CCP since August 1993. From 1986 to
August 1993, Mr. Richmand was a partner with the law firm of Kirkland & Ellis.
He has a B.S. from The Wharton School of the University of Pennsylvania and a
J.D. from Stanford Law School. Mr. Richmand is a director of Transtar Metals,
L.L.C., Riverwood International Corp., Reiman Publishing, L.L.C., and American
Media, Inc.

Terry D. Byers became a Director of our parent company in December 1998.
Ms. Byers has more than 17 years experience in information technology ranging
from hands-on systems design and development to executive management. She has
extensive experience in designing and architecting enterprise-level information
technology infrastructures, developing and integrating business information
systems, implementing large ERP applications, and developing and deploying
technology-based solutions to clients. Ms. Byers is a Senior Vice-President and
the Chief Technology Officer for American Floral Services, Inc. located in
Oklahoma City. She holds a bachelors of business administration degree in
computer science from the University of Central Oklahoma.

Ronald L. Taylor became a Director of our parent company in April 1999. Mr.
Taylor is president and chief operating officer of DeVry, Inc. and Keller
Graduate School of Management, Inc. He is chairman of the proprietary schools
advisory committee for the Illinois Board of Higher Education; is a member of
the Institutional Action Committee for the North Central Association of Colleges
and Schools; is a commissioner for the Commission on Adult Learning and
Educational Credentials, American Council on Education; is a mentor for the Next
Generation Leadership Institute at Loyola University Chicago; is a member of the
board of directors of the Illinois State Chamber of Commerce; serves on the
board of directors of SPR, Inc., DeVry, Inc., and the Better Business Bureau of
Chicago & Northern Illinois, Inc. Mr. Taylor has a bachelor's degree from
Harvard University and received his MBA from Stanford University.

Barbara S. Feigin became a Director of our parent company in August 1999.
Ms. Feigin is a consultant specializing in strategic marketing and branding. She
served as Executive Vice President and Worldwide Director of Strategic Services
and was as a member of the Agency Policy Council for Grey Advertising, Inc. from
1983 to 1999. Ms. Feigin is a director of Circuit City Stores, Inc., VF
Corporation, and Vitamin Shoppe.com. Ms. Feigin is a graduate of Whitman
College, where she has served as a member of the Board of Overseers, and of the
Harvard Radcliffe Program in Business Administration.

BOARD COMMITTEES AND COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Our Board of Directors has an Audit Committee consisting of James R. Kahl,
Robert E. King and Stephen P. Murray, and a Compensation Committee consisting of
Stephen P. Murray, Brian J. Richmand and ex-officio member James R. Kahl. The
Audit Committee reviews the scope and results of audits and internal accounting
controls and all other tasks performed by our independent public accountants.
The Compensation Committee determines compensation for our executive officers
and will administer the New Option Plan. None of our executive officers has
served as a director or member of the compensation committee (or other committee
forming an equivalent function) of any other entity, whose executive officers
served as a director of or member of the Compensation Committee of our Board of
Directors.

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<PAGE> 57

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

The members of the Board of Directors are reimbursed for out-of-pocket
expenses related to their service on the Board of Directors or any committee
thereof. In addition, members of the Board of Directors who are neither officers
of La Petite nor employed by CCP or any of its partners are entitled to receive
an attendance fee of $1,000 for each meeting attended.

On August 19, 1999, our parent company adopted the LPA Holding Corp. 1999
Stock Option Plan for Non-Employee Directors. The purpose of the plan is to
provide a means for attracting, retaining and incentivizing qualified directors.
Under the terms of the plan, 10,000 shares of LPA Holding Corp. Class A common
stock are reserved for issuance to our non-employee directors.

Non-employee directors may exercise their options to purchase shares of LPA
Holding Corp. Class A common stock once those options have vested. One-forty
eighth of the options become vested on the last day of each month following the
date of grant, if the person is a director on that day. Each option entitles the
director to purchase one share of LPA Holding Corp. Class A common stock. The
exercise price will equal the fair market value on the date of grant of the
option to the non-employee director. Vested options and shares of common stock
may be repurchased from any non-employee director who ceases to be a director
for any reason. Any options that have not vested at the time the non-employee
director ceases to be a director are forfeited. As of October 8, 1999, options
to purchase 4,400 shares of common stock of our parent have been granted under
the plan.

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COMPENSATION OF EXECUTIVE OFFICERS

The following table provides certain summary information concerning
compensation earned for the 44 weeks ended July 3, 1999 and the 52 weeks ended
August 29, 1998 and August 30, 1997 by our Chief Executive Officer and the other
most highly compensated executive officers whose salary and bonus exceeded
$100,000 for fiscal 1999:

SUMMARY COMPENSATION TABLE

COMPENSATION FOR THE PERIOD

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
NUMBER OF
ANNUAL SECURITIES
COMPENSATION UNDERLYING
-------------------- OPTION/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS SAR AWARDS COMPENSATION(1)
- --------------------------- ---- -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
James R. Kahl.............. 1999 $264,366
Chief Executive Officer 1998 297,500 $143,000 21,780 $ 400,000(1)
& President 1,152,556(2)
1997 280,000 125,000
Susan Stanton.............. 1999 120,192(3) 24,000 5,700
Chief Operating Officer
Rebecca L. Perry........... 1999 155,490
Executive Vice President, 1998 172,500 33,000 5,100 150,000(1)
Operations 1997 130,000 60,000 1,000
David J. Anglewicz......... 1999 133,240
Senior Vice President, 1998 150,000 26,000 1,575 75,000(1)
Facility Services 1997 150,000 15,000
Phillip M. Kane(4)......... 1999 149,742
Former Senior Vice 1998 170,000 31,000 5,100 150,000(1)
President,
Finance -- Chief 1997 160,000 28,000 1,000
Financial Officer
</TABLE>

- -------------------------

(1) Represents recapitalization bonuses paid to certain members of management by
selling shareholders out of sales proceeds. Perquisites and other personal
benefits for the fiscal years 1999, 1998, and 1997 paid to the named
officers did not, as to any of them, exceed the lesser of $50,000 or 10
percent of the sum of their respective salary and bonus.

(2) Represents reimbursement for tax consequences on the exercise and sale of
stock options in accordance with Mr. Kahl's employment contract.

(3) 1999 compensation covers 25 weeks from January 11, 1999 through July 3,
1999.

(4) Mr. Kane separated from employment on October 13, 1999. Mr. Kane exercised
options to purchase 4,959 shares of our parents' common stock in connection
with his termination of employment and the remaining options have expired.

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<PAGE> 59

The following tables present information relating to grants to executive
officers of options to purchase La Petite common stock:

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND

FISCAL YEAR END OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY END(#) AT FY END($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED UNEXERCISABLE UNEXERCISABLE(5)
- ---- --------------- -------- ------------- ----------------
<S> <C> <C> <C> <C>
James R. Kahl.......... 10,295/0(1) 433,300/0
CEO & President 4,882/13,143(2) 0/0
0/3,755(3) 0/0
Susan Stanton.......... 469/4,031(4) 0/0
Chief Operating
Officer 0/1,200(4) 0/0
Rebecca L. Perry....... 0/0(1) 0/0
EVP, Operations 975/2,625(2) 0/0
0/1,500(3) 0/0
David J. Anglewicz..... 305/820(2) 0/0
SVP, Facility
Services 0/450(3) 0/0
Phillip M. Kane(6)..... 4,959/0(1) 208,300/0
Former SVP, 975/2,625(2) 0/0
Finance & CFO 0/1,500(3) 0/0
</TABLE>

- -------------------------

(1) Pursuant to the recapitalization, certain key executives simultaneously
exercised options at various prices and sold the related shares at $133.83
per share (the transaction price). Those options not exercised were retained
by the key executives. All of these options became fully exercisable as a
result of the recapitalization.

(2) Effective May 18, 1998 the Board of Directors granted to certain key
executives Tranche A options at $66.92 per share, an amount which
approximates the fair value of a share of our common stock at the date of
the grant. These options become exercisable ratably over forty-eight months
and expire ten years from the date of grant.

(3) Effective May 18, 1998 the Board of Directors granted to certain key
executives Tranche B options at $133.83 per share. These options are
exercisable only in the event of a change in control or a registered public
offering of common stock, which provides certain minimum returns (as
defined) over the transaction price.

(4) Effective January 11, 1999 the Board of Directors granted Susan Stanton
4,500 Tranche A options at $66.92 per share and 1,200 Tranche B options at
$133.83 per share.

(5) Our equity is not traded and there is no market for pricing the value of the
options. "In the Money" calculations are based on the enterprise value from
the May 11, 1998 recapitalization adjusted for the new debt, preferred
stock, common shares issued and retired, warrants and options and an
adjustment for a control premium related to the recapitalization.

(6) Mr. Kane separated from employment on October 13, 1999.

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<PAGE> 60

OPTIONS/SAR GRANTS IN FISCAL YEAR 1999

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE(3) AT ASSUMED
NUMBER OF ANNUAL RATES OF STOCK
SECURITIES % OF TOTAL PRICE APPRECIATION
UNDERLYING OPTIONS/SAR'S EXERCISE OR FOR OPTION TERM
OPTIONS/SAR'S GRANTED TO BASE PRICE EXPIRATION ---------------------
NAME GRANTED EMPLOYEES ($/SHARE) DATE 5%($) 10%($)
- ---- ------------- ------------- ----------- ---------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Susan Stanton........ 4,500(1) 79% $ 66.92 January 11, 2009 $189,385 $479,940
1,200(2) 21% $133.83 January 11, 2009 0 $ 47,692
</TABLE>

- -------------------------

(1) Tranche A options

(2) Tranche B options

(3) The potential realizable value of the options granted in fiscal year 1999
was calculated by multiplying those options by the excess of (a) the assumed
fair value of a share of common stock at the end of the option's ten year
term, based on a 5% or 10% annual increase in value from the fair value at
date of issue over (b) the base price shown. This calculation does not take
into account any taxes or other expenses which might be owed. The assumed
fair value at a 5% assumed annual appreciation rate over the 10-year term is
$109.91 and such value at a 10% assumed annual appreciation rate over that
term is $173.57. The 5% and 10% appreciation rates are set forth in the
Securities and Exchange Commission rules and no representation is made that
the common stock will appreciate at these assumed rates or at all.

EMPLOYMENT CONTRACTS

We have entered into employment agreements with James R. Kahl, Susan
Stanton, Rebecca L. Perry and Phillip M. Kane. Mr. Kane separated from
employment on October 13, 1999. The Employment Agreements provide for Mr. Kahl,
Ms. Stanton, Ms. Perry and Mr. Kane to receive a base salary, subject to annual
performance adjustments, of $312,500, $250,000, $181,000 and $177,000,
respectively, plus a bonus of up to 180%, 120%, 75% and 75%, respectively, of
base salary. The terms of the Employment Agreement are as follows: for Mr. Kahl,
four years from May 11, 1998, for Ms. Stanton, Ms. Perry, and Mr. Kane, one
year, in each case subject to one year automatic renewals. Each Employment
Agreement also provides that the executive is entitled to participate in the
health and welfare benefit plans available to our other senior executives. The
Employment Agreements provide for severance in the case of a termination without
'cause' or a resignation with 'good reason' (each as defined in the applicable
Employment Agreement) in an amount equal to the base salary plus bonus for Mr.
Kahl, and in an amount equal to the base salary for Ms. Stanton, Ms. Perry and
Mr. Kane. If Mr. Kahl terminates his employment with good reason after a change
of control, Mr. Kahl would be entitled to two years' base salary and bonus. The
Employment Agreements also contain customary non-disclosure, non-competition and
non-solicitation provisions.

NEW OPTION PLAN

After consummation of the Transactions, our parent company adopted the New
Option Plan pursuant to which options, which currently represents 8.2% of our
parent company common stock, on a fully diluted basis, are available for grant.
The Plans provide for the granting of Tranche A and Tranche B options to
purchase up to 60,074 shares of our common stock. Options to purchase 57,757
shares of parent company's common stock have been

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<PAGE> 61

granted. The new options will be allocated in amounts to be agreed upon between
LPA and our parent company. Seventy-five percent of the new options will vest
over four years and twenty-five percent of the new options will vest if certain
transactions are consummated which generate certain minimum returns to LPA. The
exercise price for the time vesting options will be 50% of the per share price
paid by LPA for its common stock of our parent company and the exercise price
for the remaining options will be 100% of the per share price paid by LPA for
its common stock of our parent company. The new options will expire 10 years
from the date of grant.

CHANGE IN CONTROL SEVERANCE ARRANGEMENTS

Pursuant to our severance policy, in the event of a change in control of La
Petite Academy, certain employees will be entitled to severance payments if they
are terminated or constructively discharged within 12 months of the change of
control. The amounts of such severance payments are as follows: (a) executive or
senior level officers reporting to the Chief Executive Officer and President: 12
months' salary, (b) other officers: 6 months' salary, (c) other directors (not
including board members) and managers: 3 months' salary, (d) Regional Directors:
2 months' salary and (e) Academy Directors: 6 weeks' salary.

TRANSACTION BONUSES

In connection with the recapitalization, our former controlling
stockholders paid transaction bonuses to certain of our employees upon the
closing of the Transactions. The former controlling stockholders paid
transaction bonuses of $400,000, $150,000, $75,000, $150,000 and $10,000 to
James R. Kahl, Rebecca L. Perry, David J. Anglewicz, Phillip M. Kane and Mary
Jean Wolf, respectively.

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<PAGE> 62

OWNERSHIP OF SECURITIES

All of the common stock of La Petite is held by LPA Holding Corp., our
parent company. LPA Investment LLC, or LPA, owns approximately 89.6% of the
outstanding common stock of our parent company (approximately 80.0% on a fully
diluted basis, including the warrants described below) and Vestar, the former
principal stockholder, and La Petite's management (including James R. Kahl) own
approximately 3.6% and 5.6%, respectively, of the outstanding common stock of
our parent company (approximately 2.9% and 14.8%, respectively, on a fully
diluted basis). In connection with the purchases of preferred stock of our
parent company, described below, LPA received warrants to purchase shares of our
parent company's common stock which currently represents the right to acquire
5.7% of our parent company's common stock on a fully diluted basis.

In connection with the recapitalization, LPA purchased redeemable preferred
stock of our parent company and warrants to purchase shares of our parent
company's common stock on a fully diluted basis for aggregate cash consideration
of $30.0 million, the proceeds of which were contributed by our parent company
to us as common equity. On December 15, 1999, LPA acquired an additional $15.0
million of our parent company's redeemable preferred stock and received warrants
to purchase an additional 3.0% of our parent company's outstanding common stock
on a fully-diluted basis. The $15.0 million proceeds received by our parent
company was contributed to us as common equity.

The preferred stock is not redeemable at the option of the holder prior to
the maturity of the notes and dividends are not payable in cash prior to the
seventh anniversary of the consummation of the transactions. Thereafter,
dividends may be paid in cash by our parent company subject to any restrictions
contained in our indebtedness, including the Credit Agreement and the indenture.

Following the consummation of the recapitalization, our parent company and
its stockholders, including all holders of options and warrants, entered into a
Stockholders' Agreement. The Stockholders' Agreement contains restrictions on
the transferability of our parent company's common stock, subject to certain
exceptions. The Stockholders' Agreement also contains provisions regarding the
designation of members of the Board of Directors and other voting arrangements.
The Stockholders' Agreement will terminate at such time as our parent company
consummates a qualified public offering.

The Stockholders' Agreement restricts transfers of common stock of our
parent company by, among other things:

- granting rights to all stockholders to tag along on certain sales of
stock by LPA and management,

- granting rights to LPA to force the other stockholders to sell their
common stock on the same terms as sales of common stock by LPA, and

- granting preemptive rights to all holders of 2% or more of our parent
company's common stock in respect of sales by other stockholders.

The Stockholders' Agreement provides that LPA is entitled to designate four
of the directors and James R. Kahl is entitled to serve as a director (so long
as he is employed by us). One of such directors, Robert E. King, is entitled to
three votes as a director.

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<PAGE> 63

The Stockholders' Agreement also contains covenants in respect of the
delivery of certain financial information to our parent company's stockholders
and granting access to our parent company's records to holders of more than 2%
of our parent company's common stock.

A majority of the economic interests of LPA is owned by CB Capital
Investors, L.P., or CBCI, an affiliate of CCP and a majority of the voting
interests of LPA is owned by an entity controlled by Robert E. King, one of our
Directors. However, pursuant to the Operating Agreement, LPA has granted to CCP
the right to elect a majority of the directors of LPA if certain triggering
events occur and LPA agreed not to take certain actions in respect of the common
stock of our parent company held by LPA without the consent of CCP. As a
licensed small business investment company, or SBIC, CBCI is subject to certain
restrictions imposed upon SBICs by the regulations established and enforced by
the United States Small Business Administration. Among these restrictions are
certain limitations on the extent to which an SBIC may exercise control over
companies in which it invests. As a result of these restrictions, unless certain
events described in the operating agreement occur, CBCI may not own or control a
majority of the outstanding voting stock of LPA or designate a majority of the
members of the Board of Directors. Accordingly, while CBCI owns a majority of
the economic interests of LPA, CBCI owns less than a majority of LPA's voting
stock.

In connection with the recapitalization, our parent company and its
stockholders following consummation of the recapitalization entered into a
Registration Rights Agreement. The Registration Rights Agreement grants
stockholders demand and incidental registration rights with respect to shares of
capital stock held by them and contains customary terms and provisions with
respect to such registration rights.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Chase Securities Inc., or CSI, one of the initial purchasers, is an
affiliate of The Chase Manhattan Bank, an agent and a lender to La Petite under
the Credit Agreement of the old notes, LPA, an affiliate of CCP and CSI, owns
approximately 89.6% of the outstanding common stock of our parent company
(approximately 80.0% on a fully diluted basis). LPA owns $45 million of
redeemable preferred stock of our parent company and warrants to purchase 8.7%
of the common stock of our parent company on a fully diluted basis. Certain
partners of CCP are members of La Petite's Board of Directors. See "Management."
In addition, CSI, Chase and their affiliates perform various investment banking
and commercial banking services on a regular basis for our affiliates.

In connection with the recapitalization, CBCI entered into an
Indemnification Agreement with Robert E. King, one of our Directors, pursuant to
which CBCI has agreed to indemnify Mr. King for any losses, damages or
liabilities and all expenses incurred or sustained by Mr. King in his capacity
as a manager, officer or director of LPA or any of its subsidiaries, including
our parent company and us.

Banc of America Securities LLC, one of the initial purchasers of the old
notes, is an affiliate of Bank of America, an agent and lender under the Credit
Agreement.

In connection with the recapitalization, we paid transaction bonuses to
certain of our employees. See "Management -- Transaction Bonuses."

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<PAGE> 64

DESCRIPTION OF THE CREDIT AGREEMENT

The following is a summary of the material terms of our Credit Agreement,
as amended as of December 14, 1999, between us, our parent company, certain
financial institutions party thereto, Bank of America, or BankAm, as
administrative agent, and The Chase Manhattan Bank, or Chase, as syndication
agent. The following summary should be read in conjunction with the Credit
Agreement, which is filed as an exhibit to the registration statement of which
this prospectus forms a part.

THE FACILITIES

STRUCTURE. The Credit Agreement provides for the term loan in an aggregate
principal amount of $40 million, all of which was borrowed in connection with
the closing of the Transactions, and the Revolving Credit Facility providing for
revolving loans, swingline loans and the issuance of letters of credit for our
account in an aggregate principal amount (including swingline loans and the
aggregate stated amount of letters of credit) of $25 million.

AVAILABILITY. Availability under the Revolving Credit Facility is subject
to various conditions precedent typical of bank loans, and the commitment of
Chase, BankAm, and the other lenders to provide financing under the Credit
Agreement is also subject to, among other things, the absence of any event,
condition or circumstance that has had or is reasonably likely to have a
material adverse effect on the business, operations, properties, assets,
liabilities or financial condition of our parent company, us and our
subsidiaries, taken as a whole. As of October 23, 1999, $14.0 million was
outstanding under the Revolving Credit Facility.

INTEREST

Borrowings under the Credit Agreement will bear interest at a rate per
annum equal (at our option) to: a) an adjusted London inter-bank offered rate,
or LIBOR, plus a percentage based on our financial performance or b) a rate (the
"ABR") equal to the highest of Chase's published prime rate, a certificate of
deposit rate plus 1% and the Federal Funds effective rate plus 1/2 of 1%, plus
in each case a percentage based on our financial performance. The borrowing
margins applicable to the Credit Agreement are initially 3.50% for LIBOR loans
and 2.50% for ABR loans. Amounts outstanding under the Credit Agreement not paid
when due bear interest at a default rate equal to 2.00% above the rates
otherwise applicable to the loans under the Credit Agreement.

FEES

We have agreed to pay certain fees with respect to the Credit Agreement,
including a) fees equal to 1/2 of 1% on the undrawn portion of the commitments
of the lenders in respect of the Credit Agreement (subject to a reduction based
on our financial performance); b) letter of credit fees on the aggregate face
amount of outstanding letters of credit equal to the then applicable borrowing
margin for LIBOR loans under the Revolving Credit Facility and a 1/4 of 1% per
annum issuing bank fee for the letter of credit issuing bank; c) annual
administration fees; and 4) agent, arrangement and other similar fees.

SECURITY; GUARANTEES

Our obligations under the Credit Agreement are irrevocably guaranteed,
jointly and severally, by our parent company and by each of our existing and
subsequently acquired or

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<PAGE> 65

organized subsidiaries. In addition, the Credit Agreement and the guarantees are
secured by substantially all of our assets and the assets of our parent company
and our domestic subsidiaries, including but not limited to:

- a perfected first priority pledge of all our capital stock and of each of
our existing and subsequently acquired or organized subsidiaries, and

- a perfected first priority security interest in, and mortgage on,
substantially all of our tangible and intangible assets and the assets of
the guarantors (including, but not limited to, accounts receivable,
documents, inventory, equipment, investment property, general
intangibles, real property, cash and cash accounts and proceeds of the
foregoing, but excluding leasehold interests), in each case subject to
certain exceptions.

COMMITMENT REDUCTIONS AND REPAYMENTS

The Credit Agreement will mature on May 11, 2005. The Term Loan Facility
amortizes in an amount equal to (a) $0.3 million per quarter through August
20003, (b) $2.5 million per quarter through August 2004, (c) $5.0 million per
quarter through February 2005, and (d) $15.0 million due on May 11, 2005. In
addition, the Term Loan Facility is subject to mandatory prepayment and
reductions in an amount equal to (a) 100% of the net cash proceeds of certain
equity issuances by our parent company, us or any of our subsidiaries, (b) 100%
of the net cash proceeds of certain debt issuances of our parent company, us or
any of our subsidiaries, (c) 75% of our excess cash flow (subject to a reduction
to 50% based on our financial performance) and (d) 100% of the net cash proceeds
of certain asset sales or other dispositions of property by our parent company,
us or any of our subsidiaries, in each case subject to certain exceptions. The
mandatory prepayment provision by the lender banks of the Term Loan Facility was
waived with respect to the $15.0 million of preferred stock and related warrants
purchased on December 15, 1999.

AFFIRMATIVE, NEGATIVE AND FINANCIAL COVENANTS

The Credit Agreement contains a number of covenants that, among other
things, restrict the ability of our parent company, us and our subsidiaries to
dispose of assets, incur additional indebtedness, incur or guarantee
obligations, prepay other indebtedness or amend other debt instruments, pay
dividends, create liens on assets, make investments, loans or advances, make
acquisitions, engage in mergers or consolidations, change the business conducted
by us and our subsidiaries, make capital expenditures change our fiscal year, or
engage in certain transactions with affiliates and otherwise restrict certain
corporate activities. In addition, the Credit Agreement requires our parent
company to comply with specified financial ratios and tests, including a maximum
leverage ratio, a minimum fixed charge coverage ratio and a minimum EBITDA test.
The Credit Agreement also contains provisions that will prohibit any
modifications of the indenture in any manner adverse to the lenders under the
Credit Agreement and that limit our ability to refinance or otherwise prepay the
notes without the consent of such lenders. On December 14, 1999, the lender
group approved a waiver permitting us to change our fiscal year from ending on
the last Saturday in August to the first Saturday in July to more closely align
our fiscal and operational year,

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<PAGE> 66

EVENTS OF DEFAULT

The Credit Agreement contains customary events of default, including
non-payment of principal, interest or fees, violation of covenants, inaccuracy
of representations or warranties in any material respect, cross default to
certain other indebtedness, bankruptcy, ERISA events, material judgments and
liabilities, actual or asserted invalidity of any material security interest and
change of control.

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DESCRIPTION OF NOTES

GENERAL

The old notes and new notes were issued under an indenture among LPA
Holding Corp., La Petite Academy, the guarantors and PNC Bank, National
Association, as trustee. The terms of the new notes are identical in all
respects to the old notes, except that the new notes have been registered under
the Securities Act and, therefore, do not bear legends restricting their
transfer and do not contain provisions providing for the payment of liquidated
damages under certain circumstances relating to the Registration Rights
Agreement, which provisions terminated upon the consummation of the Exchange
Offer. The following summary of the material provisions of the indenture does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, the Trust Indenture Act of 1939, as amended, and to all of the
provisions of the indenture, including the definitions of certain terms therein
and those terms made a part of the indenture by reference to the Trust Indenture
Act, as in effect on the date of the indenture. The definitions of certain
capitalized terms used in the following summary are set forth below under
"Certain Definitions." For purposes of this section, the terms "La Petite" and
"La Petite Academy" refer only to La Petite Academy, Inc and not any of its
subsidiaries.

Principal of, premium, if any, and interest on the notes is payable, and
the notes may be exchanged or transferred, at the office or agency of the
issuers in the Borough of Manhattan, The City of New York, except that, at the
option of the issuers, payment of interest may be made by check mailed to the
registered holders of the notes at their registered addresses.

The notes are issued only in fully registered form, without coupons, in
denominations of $1,000 and any integral multiple of $1,000. No service charge
will be made for any registration of transfer or exchange of notes, but the
issuers may require payment of a sum sufficient to cover any transfer tax or
other similar governmental charge payable in connection therewith.

The indenture provides for the issuance of up to $100 million aggregate
principal amount of additional notes having terms and conditions identical to
those of the notes offered hereby, subject to compliance with the covenants
contained in the indenture. Any additional notes will be part of the same issue
as the notes offered hereby and will vote on all matters with the notes offered
hereby. Unless the context otherwise requires, for purposes of this "Description
of Notes," references to the notes include additional notes.

TERMS OF THE NOTES

The notes are unsecured senior obligations of the issuers, limited to $145
million aggregate principal amount, and mature on May 15, 2008. Each notes bears
interest at a rate of 10% per annum from May 11, 1998, or from the most recent
date to which interest has been paid or provided for, payable semiannually to
holders of record at the close of business on the May 1 or November 1
immediately preceding the interest payment date on May 15 and November 15 of
each year, commencing November 15, 1998. We will pay interest on overdue
principal at 1% per annum in excess of such rate, and it will pay interest on
overdue installments of interest at such higher rate to the extent lawful.

OPTIONAL REDEMPTION

Except as set forth in the following paragraph, the notes are not
redeemable at our option prior to May 15, 2003. From and after May 15, 2003, the
notes will be redeemable at our
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option, in whole or in part, on not less than 30 nor more than 60 days' prior
notice, at the following redemption prices (expressed as percentages of
principal amount), plus accrued and unpaid interest, if any, to the redemption
date (subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the 12-month period commencing on May 15 of the years set forth below:

<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
---- ----------------
<S> <C>
2003............................................. 105.000%
2004............................................. 103.333%
2005............................................. 101.667%
2006 and thereafter.............................. 100.000%
</TABLE>

In addition, at any time and from time to time prior to May 15, 2001, the
issuers may redeem up to a maximum of 35% of the original aggregate principal
amount of the notes (calculated giving effect to any issuance of additional
notes) with the proceeds of one or more of our Public Equity Offerings or our
parent company following which there is a Public Market, at a redemption price
equal to 110% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the redemption date (subject to the right of holders of
record on the relevant record date to receive interest due on the relevant
interest payment date); provided, however, that after giving effect to any such
redemption, at least 65% of the original aggregate principal amount of the notes
(calculated giving effect to any issuance of additional notes) remains
outstanding. Any such redemption shall be made within 60 days of such Public
Equity Offering upon not less than 30 nor more than 60 days' notice mailed to
each holder of notes being redeemed and otherwise in accordance with the
procedures set forth in the indenture.

SELECTION

In the case of any partial redemption, selection of the notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by such
other method as the Trustee in its sole discretion shall deem to be fair and
appropriate, although no note of $1,000 in original principal amount or less
will be redeemed in part. If any note is to be redeemed in part only, the notice
of redemption relating to such note shall state the portion of the principal
amount thereof to be redeemed. A new note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the holder thereof upon
cancellation of the original note. On and after the redemption date, interest
will cease to accrue on notes or portions thereof called for redemption so long
as the issuers have deposited with the Paying Agent funds sufficient to pay the
principal of, plus accrued and unpaid interest (if any) on, the notes to be
redeemed.

RANKING

The indebtedness evidenced by the notes is unsecured senior indebtedness of
the issuers, ranks pari passu in right of payment with all existing and future
senior indebtedness of the issuers and is senior in right of payment to all
existing and future subordinated obligations of the issuers. The notes are
effectively subordinated to any Secured Indebtedness of the issuers and their
respective Subsidiaries to the extent of the value of the assets securing such
Indebtedness.

As of October 23, 1999, (i) the outstanding senior indebtedness of La
Petite Academy and our parent company was $199.9 million, of which $54.9 million
was Secured Indebtedness

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(exclusive of unused commitments under the Credit Agreement), and (ii) the
guarantor had no senior indebtedness outstanding (exclusive of guarantees of
Indebtedness under the Credit Agreement (all of which would have been Secured
Indebtedness) and the guarantee). Although the indenture will contain
limitations on the amount of additional Indebtedness which we may Incur, under
certain circumstances the amount of such Indebtedness could be substantial and,
in any case, such Indebtedness may be senior indebtedness and may be Secured
Indebtedness. See "-- Certain Covenants -- Limitation on Indebtedness."

GUARANTEES

Our existing Subsidiary has and certain of our future Subsidiaries will, as
primary obligors and not merely as sureties, jointly and severally irrevocably
and unconditionally guaranteed on an unsecured senior basis the performance and
full and punctual payment when due, whether at Stated Maturity, by acceleration
or otherwise, of all obligations of the issuers under the indenture and the
notes, whether for payment of principal of, or interest on, and liquidated
damages, if any, in respect of, the notes, expenses, indemnification or
otherwise (all such obligations guaranteed by such guarantors being herein
called the Guaranteed Obligations). Such guarantors agree to pay, in addition to
the amount stated above, any and all costs and expenses (including reasonable
counsel fees and expenses) incurred by the Trustee or the holders in enforcing
any rights under any guarantee. Each guarantee will be limited in amount to an
amount not to exceed the maximum amount that can be guaranteed by the applicable
guarantor without rendering the guarantee, as it relates to such guarantor,
voidable under applicable laws relating to fraudulent conveyance or fraudulent
transfer or similar laws affecting the rights of creditors generally. After the
Closing Date, we will cause each of our Domestic Subsidiaries to execute and
deliver to the Trustee a guarantee pursuant to which such Domestic Subsidiary
will guarantee payment of the notes. See "-- Certain Covenants -- Future
Guarantors."

Each guarantee is a continuing guarantee and shall (a) remain in full force
and effect until payment in full of all the Guaranteed Obligations, (b) be
binding upon each guarantor and its successors and (c) inure to the benefit of,
and be enforceable by, the Trustee, the holders and their successors,
transferees and assigns.

CHANGE OF CONTROL

Upon the occurrence of any of the following events, each a Change of
Control, each holder will have the right to require the issuers to repurchase
all or any part of such holder's notes at a purchase price in cash equal to 101%
of the principal amount thereof plus accrued and unpaid interest, if any, to the
date of repurchase (subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date):

(i)prior to the earlier to occur of (A) the first public offering of common
stock of our parent company or (B) the first public offering of our
common stock, the Permitted Holders cease to be the "beneficial owner"
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly
or indirectly, of a majority in the aggregate of the total voting power
of the La Petite's Voting Stock, whether as a result of issuance of
securities of our parent company or us, any merger, consolidation,
liquidation or dissolution of our parent company or us, any direct or
indirect transfer of securities by any Permitted Holder or otherwise
(for purposes of this clause (i) and clause (ii) below, the Permitted
Holders shall be deemed to beneficially own any Voting Stock of an
entity (the "specified entity") held by any other entity (the "parent
entity")

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so long as the Permitted Holders beneficially own (as so defined),
directly or indirectly, in the aggregate a majority of the voting power
of the Voting Stock of the parent entity);

(ii)
(A) any "person" (as such term is used in Sections 13(d) and 14(d) of
the Exchange Act), other than one or more Permitted Holders, is or
becomes the beneficial owner (as defined in clause (i) above, except
that for purposes of this clause (ii) such person shall be deemed to
have "beneficial ownership" of all shares that any such person has the
right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly or indirectly, of more than 35% of
the total voting power of the La Petite's Voting Stock and (B) the
Permitted Holders "beneficially own" (as defined in clause (i) above),
directly or indirectly, in the aggregate a lesser percentage of the
total voting power of the La Petite's Voting Stock than such other
person and do not have the right or ability by voting power, contract or
otherwise to elect or designate for election a majority of the Board of
Directors (for the purposes of this clause (ii), such other person shall
be deemed to beneficially own any Voting Stock of a specified entity
held by a parent entity, if such other person is the beneficial owner
(as defined in this clause (ii)), directly or indirectly, of more than
35% of the voting power of the Voting Stock of such parent entity and
the Permitted Holders "beneficially own" (as defined in clause (i)
above), directly or indirectly, in the aggregate a lesser percentage of
the voting power of the Voting Stock of such parent entity and do not
have the right or ability by voting power, contract or otherwise to
elect or designate for election a majority of the board of directors of
such parent entity);

(iii)
during any period of two consecutive years, individuals who at the
beginning of such period constituted our Board of Directors or the Board
of Directors of our parent company, as the case may be (together with
any new directors whose election by such Board of Directors or whose
nomination for election by our shareholders or the shareholders of our
parent company, as applicable, was approved (x) in accordance with the
Stockholders Agreement, (y) by the Permitted Holders or (z) by a vote of
66 2/3% of our directors or our parent company, as applicable, then
still in office who were either directors at the beginning of such
period or whose election or nomination for election was previously so
approved), cease for any reason to constitute a majority of our Board of
Directors or the Board of Directors of our parent company, as
applicable, then in office;

(iv)
the adoption of a plan relating to the liquidation or dissolution of La
Petite or our parent company; or

(v)the merger or consolidation of La Petite or our parent company with or
into another Person or the merger of another Person with or into us or
our parent company, or the sale of all or substantially all of our
assets or the assets of our parent company to another Person (other than
a Person that is controlled by the Permitted Holders), and, in the case
of any such merger or consolidation, our securities or the securities of
our parent company, as the case may be, that are outstanding immediately
prior to such transaction and which represent 100% of the aggregate
voting power of our or our parent company's voting stock, as applicable,
are changed into or exchanged for cash, securities or property, unless
pursuant to such transaction such securities are changed into or
exchanged for, in addition to any other consideration, securities of the
surviving Person or transferee that represent, immediately after such
transac-

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tion, at least a majority of the aggregate voting power of the Voting
Stock of the surviving Person or transferee.

Within 30 days following any change of control, the issuers shall mail a
notice to each holder with a copy to the Trustee, the change of control offer
stating: (1) that a change of control has occurred and that such holder has the
right to require the issuers to purchase such holder's notes at a purchase price
in cash equal to 101% of the principal amount thereof, plus accrued and unpaid
interest, if any, to the date of repurchase (subject to the right of Holders of
record on the relevant record date to receive interest on the relevant interest
payment date); (2) the circumstances and relevant facts and financial
information regarding such change of control; (3) the repurchase date (which
shall be no earlier than 30 days nor later than 60 days from the date such
notice is mailed); and (4) the instructions determined by the issuers,
consistent with this covenant, that a holder must follow in order to have its
notes purchased.

The issuers will not be required to make a change of control offer upon a
change of control if a third party makes the change of control offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in the indenture applicable to our change of control offer and purchases all
notes validly tendered and not withdrawn under such change of control offer.

The issuers will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of notes pursuant to this covenant. To the
extent that the provisions of any securities laws or regulations conflict with
provisions of this covenant, the issuers will comply with the applicable
securities laws and regulations and will not be deemed to have breached their
obligations under this covenant by virtue thereof.

The change of control purchase feature is a result of negotiations between
the issuers and the initial purchasers of the old notes. Management has no
present intention to engage in a transaction involving a change of control,
although it is possible that we or our parent company would decide to do so in
the future. Subject to the limitations discussed below, the issuers could, in
the future, enter into certain transactions, including acquisitions,
refinancings or other recapitalizations, that would not constitute a change of
control under the indenture, but that could increase the amount of indebtedness
outstanding at such time or otherwise affect our or our parent company's capital
structure or credit ratings. Restrictions on the ability of the issuers to incur
additional Indebtedness are contained in the covenant described under
"-- Certain Covenants -- Limitation on Indebtedness". Such restrictions can only
be waived with the consent of the holders of a majority in principal amount of
the notes then outstanding. Except for the limitations contained in such
covenants, however, the indenture will not contain any covenants or provisions
that may afford Holders of the notes protection in the event of a highly
leveraged transaction.

The occurrence of certain of the events which would constitute a change of
control would constitute a default under the Credit Agreement. Future senior
indebtedness of the issuers may contain prohibitions of certain events which
would constitute a change of control or require such senior indebtedness to be
repurchased upon a change of control. Moreover, the exercise by the holders of
their right to require the issuers to repurchase the notes could cause a default
under such senior indebtedness, even if the change of control itself does not,
due to the financial effect of such repurchase on the issuers. Finally, the
issuers' ability to pay cash to the holders upon a repurchase may be limited by
the issuers' then existing financial resources. There can be no assurance that
sufficient funds will be available when necessary to make any required
repurchases. The provisions under the indenture relative to the issuers'
obligation to

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make an offer to repurchase the notes as a result of a change of control may be
waived or modified with the written consent of the holders of a majority in
principal amount of the notes.

CERTAIN COVENANTS

The indenture contains covenants including, among others, the following:

LIMITATION ON INDEBTEDNESS. (a) The indenture provides that La Petite will
not, and will not permit any of our Restricted Subsidiaries to, Incur, directly
or indirectly, any Indebtedness; provided, however, that we or any of our
Restricted Subsidiaries may Incur Indebtedness if on the date of such Incurrence
and after giving effect thereto the Consolidated Coverage Ratio would be greater
than 2.00:1.00.

(b)Notwithstanding the foregoing paragraph (a), La Petite and our
Restricted Subsidiaries may Incur the following Indebtedness:

(i) Bank Indebtedness Incurred pursuant to the Credit Agreement in an
aggregate principal amount not to exceed $65.0 million less the aggregate amount
of all prepayments of principal applied to permanently reduce any
such Indebtedness;

(ii)Indebtedness of La Petite owed to, and held by, any Wholly Owned
Subsidiary or Indebtedness of a Restricted Subsidiary owed to, and held by, us
or any Wholly Owned Subsidiary; provided, however, that (i) any
subsequent issuance or transfer of any Capital Stock or any other
event that results in any such Wholly Owned Subsidiary ceasing to
be a Wholly Owned Subsidiary or any subsequent transfer of any
such Indebtedness (except to us or a Wholly Owned Subsidiary)
shall be deemed, in each case, to constitute the Incurrence of
such Indebtedness by the issuer thereof and (ii) if we are the
obligor on such Indebtedness, such Indebtedness is expressly
subordinated to the prior payment in full in cash of all
obligations with respect to the notes;

(iii)
Indebtedness (A) represented by the notes (not including any
additional notes) and the guarantees, (B) outstanding on the
Closing Date (other than the Indebtedness described in clauses (i)
and (ii) above), (c) consisting of Refinancing Indebtedness
Incurred in respect of any Indebtedness described in this clause
(iii) or clause (v) (including Indebtedness Refinancing,
Refinancing Indebtedness) or the foregoing paragraph (a) or (D)
consisting of guarantees of any Indebtedness permitted under
clauses (i) and (ii) of this paragraph (b);

(iv)Indebtedness (A) in respect of performance bonds, bankers'
acceptances, letters of credit and surety or appeal bonds provided
by us and the Restricted Subsidiaries in the ordinary course of
their business and (B) under Interest Rate Agreements entered into
for bona fide hedging purposes of La Petite in the ordinary course
of business; provided, however, that such Interest Rate Agreements
do not increase our Indebtedness outstanding at any time other
than as a result of fluctuations in interest rates or by reason of
fees, indemnities and compensation payable thereunder;

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(v) Purchase Money Indebtedness (including Capitalized Lease
Obligations) in an aggregate principal amount not in excess of
$10.0 million at any time outstanding;

(vi)Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn
against insufficient funds in the ordinary course of business;
provided, however, that such Indebtedness is extinguished within
two Business Days of its incurrence;

(vii)
Indebtedness arising from our agreements or of a Restricted
Subsidiary providing for indemnification, adjustment of purchase
price or similar obligations, in each case, incurred or assumed in
connection with the disposition of any business, assets or a
Subsidiary, other than guarantees of Indebtedness incurred by any
Person acquiring all or any portion of such business, assets or a
Subsidiary for the purpose of financing such acquisition;
provided, however, that (a) such Indebtedness is not reflected on
our balance sheet or the balance sheet of any of our Restricted
Subsidiaries (provided that contingent obligations referred to in
a footnote to financial statements and not otherwise reflected on
the balance sheet will be deemed not to be reflected on a balance
sheet for purposes of this clause (a)) and (b) the maximum
assumable liability in respect of all such Indebtedness shall at
no time exceed the gross proceeds, including noncash proceeds (the
fair market value of such noncash proceeds being measured at the
time it is received and without giving effect to any subsequent
changes in value), actually received by us and our Restricted
Subsidiaries in connection with such disposition; or

(viii)
Indebtedness (other than Indebtedness permitted to be Incurred
pursuant to the foregoing paragraph (a) or any other clause of
this paragraph (b) in an aggregate principal amount on the date of
Incurrence that, when added to all other Indebtedness Incurred
pursuant to this clause (viii) and then outstanding, shall not
exceed $10.0 million.

(c)Notwithstanding the foregoing, we may not Incur any Indebtedness
pursuant to paragraph (b) above if the proceeds thereof are used,
directly or indirectly, to repay, prepay, redeem, defease, retire,
refund or refinance any subordinated obligations unless such
Indebtedness will be subordinated to the notes to at least the same
extent as such subordinated obligations.

(d)Notwithstanding any other provision of this covenant, the maximum amount
of Indebtedness that we or any of our Restricted Subsidiaries may Incur
pursuant to this covenant shall not be deemed to be exceeded solely as a
result of fluctuations in the exchange rates of currencies. For purposes
of determining the outstanding principal amount of any particular
Indebtedness Incurred pursuant to this covenant, (i) Indebtedness
Incurred pursuant to the Credit Agreement prior to or on the Closing
Date shall be treated as Incurred pursuant to clause (i) of paragraph
(b) above, (ii) Indebtedness permitted by this covenant need not be
permitted solely by reference to one provision permitting such
Indebtedness but may be permitted in part by one such provision and in
part by one or more other provisions of this covenant permitting such
Indebtedness and (iii) in the event that Indebtedness meets the criteria
of more than one of the types of Indebtedness described in this

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covenant, we in our sole discretion, shall classify such Indebtedness
and only be required to include the amount of such Indebtedness in one
of such clauses.

LIMITATION ON RESTRICTED PAYMENTS. (a) The indenture provides that La
Petite Academy will not, and will not permit any Restricted Subsidiary, directly
or indirectly, to (i) declare or pay any dividend or make any distribution on or
in respect of its Capital Stock (including any payment in connection with any
merger or consolidation involving us) or similar payment to the direct or
indirect holders of its Capital Stock except dividends or distributions payable
solely in its Capital Stock (other than Disqualified Stock) and except dividends
or distributions payable to us or another Restricted Subsidiary (and, if such
Restricted Subsidiary has shareholders other than La Petite or other Restricted
Subsidiaries, to its other shareholders on a pro rata basis), (ii) purchase,
redeem, retire or otherwise acquire for value any of our Capital Stock or any
Capital Stock of a Restricted Subsidiary held by Persons other than us or
another Restricted Subsidiary, (iii) purchase, repurchase, redeem, defease or
otherwise acquire or retire for value, prior to scheduled maturity, scheduled
repayment or scheduled sinking fund payment any Subordinated Obligations (other
than the purchase, repurchase or other acquisition of Subordinated Obligations
purchased in anticipation of satisfying a sinking fund obligation, principal
installment or final maturity, in each case due within one year of the date of
acquisition) or (iv) make any Investment (other than a Permitted Investment) in
any Person (any such dividend, distribution, purchase, redemption, repurchase,
defeasance, other acquisition, retirement or Investment being herein referred to
as a "Restricted Payment") if at the time we or such Restricted Subsidiary makes
such Restricted Payment: (1) a Default will have occurred and be continuing (or
would result therefrom); (2) we could not Incur at least $1.00 of additional
Indebtedness under paragraph (a) of the covenant described under "-- Limitation
on Indebtedness"; or (3) the aggregate amount of such Restricted Payment and all
other Restricted Payments (the amount so expended, if other than in cash, to be
determined in good faith by the Board of Directors, whose determination will be
conclusive and evidenced by a resolution of the Board of Directors) declared or
made subsequent to the Closing Date would exceed the sum of: (A) 50% of the
Consolidated Net Income accrued during the period (treated as one accounting
period) from the beginning of the fiscal quarter immediately following the
fiscal quarter during which the Closing Date occurs to the end of the most
recent fiscal quarter ending at least 45 days prior to the date of such
Restricted Payment (or, in case such Consolidated Net Income will be a deficit,
minus 100% of such deficit); (B) the aggregate Net Cash Proceeds received by us
from the issue or sale of our Capital Stock (other than Disqualified Stock)
subsequent to the Closing Date (other than an issuance or sale to (x) a
Subsidiary or (y) an employee stock ownership plan or other trust established by
La Petite or any of our Subsidiaries); (C) the amount by which our Indebtedness
or Indebtedness of our Restricted Subsidiaries is reduced on our balance sheet
upon the conversion or exchange (other than by a Subsidiary) subsequent to the
Closing Date of any of our Indebtedness or Indebtedness of our Restricted
Subsidiaries convertible or exchangeable for our Capital Stock (other than
Disqualified Stock) (less the amount of any cash or the fair market value of
other property distributed by us or any of our Restricted Subsidiaries upon such
conversion or exchange); (D) 100% of the aggregate amount of cash and marketable
securities contributed to our capital after the Closing Date; and (E) the amount
equal to the net reduction in Investments in Unrestricted Subsidiaries resulting
from (i) payments of dividends, repayments of the principal of loans or advances
or other transfers of assets to La Petite Academy or any of our Restricted
Subsidiaries from Unrestricted Subsidiaries or (ii) the redesignation of
Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as
provided in the definition of Investment) not to exceed, in the case of any
Unrestricted Subsidiary, the amount of Investments previously made by us or any
of our Restricted

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Subsidiaries in such Unrestricted Subsidiary, which amount was included in the
calculation of the amount of Restricted Payments.

(b) The provisions of the foregoing paragraph (a) will not prohibit: (i)
any Restricted Payment made by exchange for, or out of the proceeds of the
substantially concurrent sale of, our Capital Stock (other than Disqualified
Stock and other than Capital Stock issued or sold to our Subsidiaries or an
employee stock ownership plan or other trust established by us or any of our
Subsidiaries); provided, however, that (A) such Restricted Payment will be
excluded in the calculation of the amount of Restricted Payments and (B) the Net
Cash Proceeds from such sale applied in the manner set forth in this clause (i)
will be excluded from the calculation of amounts under clause (3)(B) of
paragraph (a) above; (ii) any purchase, repurchase redemption, defeasance or
other acquisition or retirement for value of our Subordinated Obligations made
by exchange for, or out of the proceeds of the substantially concurrent sale of,
our Indebtedness that is permitted to be Incurred pursuant to paragraph (b) of
the covenant described under " --Limitation on Indebtedness"; provided, however,
that such purchase, repurchase, redemption, defeasance or other acquisition or
retirement for value will be excluded in the calculation of the amount of
Restricted Payments; (iii) any purchase or redemption of Subordinated
Obligations from Net Available Cash to the extent permitted by the covenant
described under " --Limitation on Sales of Assets and Subsidiary Stock";
provided, however, that such purchase or redemption will be excluded in the
calculation of the amount of Restricted Payments; (iv) dividends paid within 60
days after the date of declaration thereof if at such date of declaration such
dividend would have complied with this covenant; provided, however, that such
dividend will be included in the calculation of the amount of Restricted
Payments; (v) the repurchase or other acquisition of shares of, or options to
purchase shares of, our common stock or any of our Subsidiaries from La Petite's
employees, former employees, directors or former directors or any of our
Subsidiaries (or permitted transferees of such employees, former employees,
directors or former directors), pursuant to the terms of the agreements
(including employment agreements) or plans (or amendments thereto) approved by
the Board of Directors under which such individuals purchase or sell or are
granted the option to purchase or sell, shares of such common stock; provided,
however, that the aggregate amount of such repurchases shall not exceed $250,000
in any calendar year; provided further, however, that such repurchases and other
acquisitions shall be included in the calculation of the amount of Restricted
Payments; (vi) payment of dividends, other distributions or other amounts by us
for the purposes set forth in clauses (A) through (C) below; provided, however,
that such dividend, distribution or amount set forth in clause (C) shall be
included in the calculation of the amount of Restricted Payments for the
purposes of paragraph (a) above: (A) to our parent company in amounts equal to
the amounts required for our parent company to pay franchise taxes and other
fees required to maintain its corporate existence and provide for other
operating costs of up to $500,000 per fiscal year; (B) to our parent company in
amounts equal to amounts required for our parent company to pay Federal, state
and local income taxes to the extent such income taxes are attributable to the
income of La Petite and our Restricted Subsidiaries (and, to the extent of
amounts actually received from its Unrestricted Subsidiaries, in amounts
required to pay such taxes to the extent attributable to the income of such
Unrestricted Subsidiaries); (C) to our parent company in amounts equal to
amounts expended by parent company to repurchase Capital Stock of our parent
company owned by our former employees or former employees of our Subsidiaries or
their assigns, estates and heirs; provided, however, that the aggregate amount
paid, loaned or advanced to parent company pursuant to this clause (C) shall
not, in the aggregate, exceed $1.5 million per fiscal year plus any unused
amounts from any immediately preceding fiscal year, up to a maximum aggregate
amount of $5.0 million during the term of the indenture, plus any amounts

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contributed by our parent company as a result of resales of such repurchased
shares of Capital Stock; or (vii) the payment of dividends on our Common Stock,
following the first public offering of our Common Stock after the Closing Date,
of up to 6% per annum of the net proceeds received by us in such public
offering, other than public offerings with respect to our Common Stock
registered on Form S-8, provided, however, that such dividends will be included
in the calculation of the amount of Restricted Payments for purposes of
paragraph (a) above.

LIMITATION ON RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED
SUBSIDIARIES. The indenture provides that La Petite Academy will not, and will
not permit any Restricted Subsidiary to, create or otherwise cause or permit to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to (i) pay dividends or make any other
distributions on its Capital Stock or pay any Indebtedness or other obligations
owed to us, (ii) make any loans or advances to us or (iii) transfer any of its
property or assets to us, except: (1) any encumbrance or restriction pursuant to
applicable law or an agreement in effect at or entered into on the Closing Date;
(2) any encumbrance or restriction with respect to a Restricted Subsidiary
pursuant to an agreement relating to any Indebtedness Incurred by such
Restricted Subsidiary prior to the date on which such Restricted Subsidiary was
acquired by us (other than Indebtedness Incurred as consideration in, in
contemplation of, or to provide all or any portion of the funds or credit
support utilized to consummate the transaction or series of related transactions
pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or
was otherwise acquired by us) and outstanding on such date; (3) in the case of
clause (iii), any encumbrance or restriction (A) that restricts in a customary
manner the subletting, assignment or transfer of any property or asset that is
subject to a lease, license or similar contract, (B) that is or was created by
virtue of any transfer of, agreement to transfer, option or right with respect
to, or Lien on, any of our property or assets or any Restricted Subsidiary not
otherwise prohibited by the indenture or (C) contained in security agreements
securing Indebtedness of a Restricted Subsidiary to the extent such encumbrance
or restriction restricts the transfer of the property subject to such security
agreements; (4) with respect to a Restricted Subsidiary, any restriction imposed
pursuant to an agreement entered into for the sale or disposition of all or
substantially all the Capital Stock or assets of such Restricted Subsidiary
pending the closing of such sale or disposition; (5) customary provisions in
joint venture agreements and other similar agreements entered into in the
ordinary course of business; or (6) an agreement governing Indebtedness incurred
to Refinance the Indebtedness issued, assumed or incurred pursuant to an
agreement referred to in clauses (1) through (5) above; provided, however, that
the provisions relating to such encumbrance or restriction contained in any
agreement relating to such Indebtedness are no less favorable to us in any
material respect as determined by our Board of Directors in their reasonable and
good faith judgment than the provisions relating to such encumbrance or
restriction contained in agreements relating to the Indebtedness being
Refinanced.

LIMITATION ON SALES OF ASSETS AND SUBSIDIARY STOCK. (a) The indenture
provides that we will not, and will not permit any Restricted Subsidiary to,
make any Asset Disposition unless (i) we or such Restricted Subsidiary receives
consideration (including by way of relief from, or by any other Person assuming
sole responsibility for, any liabilities, contingent or otherwise) at the time
of such Asset Disposition at least equal to the fair market value of the shares
and assets subject to such Asset Disposition, (ii) at least 85% of the
consideration thereof received by us or such Restricted Subsidiary is in the
form of cash, provided that with respect to the sale or other disposition of an
operational Academy, we shall be deemed to be in compliance with this clause
(ii) if the Consolidated Coverage Ratio after giving effect to such

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sale or disposition and the application of proceeds received therefrom is
greater than or equal to the Consolidated Coverage Ratio immediately prior to
giving effect to such sale or disposition and (iii) an amount equal to 100% of
the Net Available Cash from such Asset Disposition is applied by us (or such
Restricted Subsidiary, as the case may be) (A) first, to the extent we elect (or
is required by the terms of any Indebtedness) to prepay, repay, redeem or
purchase our Indebtedness outstanding under the Credit Agreement within 18
months after the later of the date of such Asset Disposition or the receipt of
such Net Available Cash; (B) second, to the extent of the balance of Net
Available Cash after application in accordance with clause (A), to the extent we
or such Restricted Subsidiary elects, to reinvest in Additional Assets
(including by means of an Investment in Additional Assets by a Restricted
Subsidiary with Net Available Cash received by the Company or another Restricted
Subsidiary) within 18 months from the later of such Asset Disposition or the
receipt of such Net Available Cash; (C) third, to the extent of the balance of
such Net Available Cash after application in accordance with clauses (A) and
(B), to make an Offer (as defined below) to purchase notes pursuant to and
subject to the conditions set forth in section (b) of this covenant; provided,
however, that if we elect (or is required by the terms of any other senior
indebtedness), such Offer may be made ratably to purchase the notes and other
senior indebtedness, and (D) fourth, to the extent of the balance of such Net
Available Cash after application in accordance with clauses (A), (B) and , to
(x) acquire Additional Assets (other than Indebtedness and Capital Stock) or (y)
prepay, repay or purchase Indebtedness of the Company (other than Indebtedness
owed to our Affiliate and other than Disqualified Stock of the Company) or
Indebtedness of any Restricted Subsidiary (other than Indebtedness owed to the
Company or an Affiliate of the Company), in each case described in this clause
(D) within 18 months from the receipt of such Net Available Cash or, if we have
made an Offer pursuant to clause (C), six months from the date such Offer is
consummated; provided, however, that in connection with any prepayment,
repayment or purchase of Indebtedness pursuant to clause (A), (C) or (D) above,
we or such Restricted Subsidiary will retire such Indebtedness and will cause
the related loan commitment (if any) to be permanently reduced in an amount
equal to the principal amount so prepaid, repaid or purchased. Notwithstanding
the foregoing provisions of this covenant, we and the Restricted Subsidiaries
will not be required to apply any Net Available Cash in accordance with this
covenant except to the extent that the aggregate Net Available Cash from all
Asset Dispositions that is not applied in accordance with this covenant exceeds
$10 million.

For the purposes of clause (ii) of the preceding paragraph, the following
are deemed to be cash: (x) the assumption of our Indebtedness (other than our
Disqualified Stock) or of any Restricted Subsidiary and our release or the
release of such Restricted Subsidiary from all liability on such Indebtedness in
connection with such Asset Disposition and (y) securities received by us or any
Restricted Subsidiary from the transferee that are promptly converted by us or
such Restricted Subsidiary into cash.

(b) In the event of an Asset Disposition that requires the purchase of
notes (and other senior indebtedness) pursuant to clause (a)(iii)(C) of this
covenant, we will be required to purchase notes (and other senior indebtedness)
tendered pursuant to an offer by us for the notes (and other senior
indebtedness) (the Offer) at a purchase price of 100% of their principal amount
plus accrued and unpaid interest, if any, to the date of purchase in accordance
with the procedures (including prorationing in the event of oversubscription)
set forth in the indenture. If the aggregate purchase price of notes (and other
senior indebtedness) tendered pursuant to the Offer is less than the Net
Available Cash allotted to the purchase of the notes (and other senior
indebtedness), we will apply the remaining Net Available Cash in accordance with
clause (a)(iii)(D) of this covenant. La Petite will not be

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required to make an Offer for notes (and other senior indebtedness) pursuant to
this covenant if the Net Available Cash available therefor (after application of
the proceeds as provided in clauses (A) and (B) of this covenant section
(a)(iii)) is less than $10 million for any particular Asset Disposition (which
lesser amount will be carried forward for purposes of determining whether an
Offer is required with respect to the Net Available Cash from any subsequent
Asset Disposition).

(c) We will comply, to the extent applicable, with the requirements of
Section 14(e) of the Exchange Act and any other securities laws or regulations
in connection with the repurchase of notes pursuant to this covenant. To the
extent that the provisions of any securities laws or regulations conflict with
provisions of this covenant, we will comply with the applicable securities laws
and regulations and will not be deemed to have breached its obligations under
this covenant by virtue thereof.

LIMITATION ON TRANSACTIONS WITH AFFILIATES. (a) The indenture provides that
we will not, and will not permit any Restricted Subsidiary to, directly or
indirectly, enter into or conduct any transaction (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with any of
our Affiliates (an "Affiliate Transaction") (i) on terms that are less favorable
to us or such Restricted Subsidiary, as the case may be, than those that could
be obtained at the time of such transaction in arm's-length dealings with a
Person who is not such an Affiliate, (ii) if such Affiliate Transaction involves
an aggregate amount in excess of $1.0 million, such terms (1) are set forth in
writing and (2) have been approved by a majority of the members of the Board of
Directors having no personal stake in such Affiliate Transaction and (iii) if
such Affiliate Transaction involves an amount in excess of $5.0 million, such
terms have also been determined by a nationally recognized appraisal or
investment banking firm to be fair, from a financial standpoint, to us and our
Restricted Subsidiaries.

(b) The provisions of the foregoing paragraph (a) will not prohibit (i) any
Restricted Payment permitted to be paid pursuant to the covenant described under
"Limitation on Restricted Payments," (ii) any issuance of securities, or other
payments, awards or grants in cash, securities or otherwise pursuant to, or the
funding of, employment arrangements, stock options and stock ownership plans
approved by the Board of Directors, (iii) the grant of stock options or similar
rights to our employees and directors pursuant to plans approved by the Board of
Directors, (iv) loans or advances to employees in the ordinary course of
business in accordance with our past practices, but in any event not to exceed
$1.0 million in the aggregate outstanding at any one time, (v) any transaction
between us and a Wholly Owned Subsidiary or between Wholly Owned Subsidiaries,
(vi) reasonable fees and compensation paid to, and indemnity provided on behalf
of, our officers, directors, employees, consultants or agents or any of our
Restricted Subsidiaries as determined in good faith by our Board of Directors;
(vii) any transactions undertaken pursuant to any contractual obligations in
existence on the Closing Date (as in effect on the Closing Date); (viii) the
provision by Persons who may be deemed our Affiliates of investment banking,
commercial banking, trust lending or financing, investment, underwriting,
placement agent, financial advisory or similar services to us or our
Subsidiaries; (ix) transactions with customers, clients, suppliers or purchasers
or sellers of goods or services, in each case in the ordinary course of business
and otherwise in compliance with the terms of the indenture, which are fair to
us or our Restricted Subsidiaries in the reasonable determination of our Board
of Directors or the senior management thereof or are on terms no less favorable
to us or such Restricted Subsidiary, as the case may be, than those that could
be obtained at the time of such transaction in arm's-

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length dealings with a Person who is not an Affiliate; and (x) any contribution
to our capital by our parent company or any purchase of our common stock by our
parent company.

LIMITATION ON THE SALE OR ISSUANCE OF CAPITAL STOCK OF RESTRICTED
SUBSIDIARIES. The indenture provides that we will not sell or otherwise dispose
of any shares of Capital Stock of a Restricted Subsidiary, and will not permit
any Restricted Subsidiary, directly or indirectly, to issue or sell or otherwise
dispose of any shares of its Capital Stock except: (i) to us or a Wholly Owned
Subsidiary; (ii) if, immediately after giving effect to such issuance, sale or
other disposition, neither we nor any of our Subsidiaries own any Capital Stock
of such Restricted Subsidiary or (iii) if, immediately after giving effect to
such issuance or sale, such Restricted Subsidiary would no longer constitute a
Restricted Subsidiary and any Investment in such Person remaining after giving
effect thereto would have been permitted to be made under the covenant described
under "--Limitation on Restricted Payments" if made on the date of such
issuance, sale or other disposition. The proceeds of any sale of such Capital
Stock permitted hereby will be treated as Net Available Cash from an Asset
Disposition and must be applied in accordance with the terms of the covenant
described under "--Limitation on Sales of Assets and Subsidiary Stock."

LIMITATION ON LIENS. The indenture provides that we will not, and will not
permit any Restricted Subsidiary to, directly or indirectly, Incur or permit to
exist any Lien of any nature whatsoever on any of our or its property or assets
(including Capital Stock of a Restricted Subsidiary), whether owned at the
Closing Date or thereafter acquired, other than Permitted Liens, without
effectively providing that the notes shall be secured equally and ratably with
(or prior to) the obligations so secured for so long as such obligations are so
secured.

FUTURE GUARANTORS. The indenture provides that we will cause each Domestic
Subsidiary to become a guarantor, and, if applicable, execute and deliver to the
Trustee a supplemental indenture in the form set forth in the indenture pursuant
to which such Restricted Subsidiary will guarantee payment of the notes. Each
guarantee will be limited to an amount not to exceed the maximum amount that can
be guaranteed by that Restricted Subsidiary without rendering the guarantee, as
it relates to such Restricted Subsidiary, voidable under applicable law relating
to fraudulent conveyance or fraudulent transfer or similar laws affecting the
rights of creditors generally.

REPORTS. The indenture provides that, notwithstanding that we may not be
subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, we will file with the Commission and provide the Trustee and noteholders
and prospective noteholders (upon request) within 15 days after we file them
with the Commission copies of our annual report and the information, documents
and other reports that are specified in Sections 13 and 15(d) of the Exchange
Act. In addition, following a Public Equity Offering, we shall furnish to the
Trustee and the noteholders, promptly upon their becoming available, copies of
the annual report to shareholders and any other information provided by us or
our parent company to public shareholders generally. We also will comply with
the other provisions of Section 314(a) of the TIA.

MERGER AND CONSOLIDATION

The indenture provides that neither we nor our parent company will
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any Person, unless: (i) the resulting,
surviving or transferee Person (the Successor Company) will be a corporation
organized and existing under the laws of the United States of America, any State
thereof or the District of Columbia and the Successor Company (if not us or our
parent

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company) will expressly assume, by a supplemental indenture executed and
delivered to the Trustee, in form satisfactory to the Trustee, all the
obligations of La Petite or our parent company, as the case maybe, under the
notes and the indenture; (ii) immediately after giving effect to such
transaction (and treating any Indebtedness which becomes an obligation of the
Successor Company or any Restricted Subsidiary as a result of such transaction
as having been Incurred by the Successor Company or such Restricted Subsidiary
at the time of such transaction), no Default will have occurred and be
continuing; and (iii) immediately after giving effect to such transaction, the
Successor Company would be able to Incur an additional $1.00 of Indebtedness
under paragraph (a) of the covenant described under "-- Certain
Covenants -- Limitation on Indebtedness," and (iv) the issuers deliver to the
Trustee an Officers' Certificate and an Opinion of Counsel, each stating that
such consolidation, merger or transfer and such amendment to the indenture, if
any, complies with the indenture.

In the event of any transaction (other than a lease) described in, and
complying with, the immediately preceding paragraph in which we or our parent
company, as applicable, is not the surviving Person and the surviving Person
assumes all the obligations of La Petite or our parent company, as applicable,
under the notes and the indenture pursuant to a supplemental indenture, such
surviving Person shall succeed to, and be substituted for, and may exercise
every right and power of, us or our parent company, as applicable, and we or our
parent company, as applicable, will be discharged from our or its obligations
under the indenture and the notes.

Neither we nor our parent company will permit any guarantor to consolidate
with or merge with or into, or convey, transfer or lease, in one transaction or
series of transactions, all or substantially all of its assets to any Person
unless: (i) the resulting, surviving or transferee Person (if not such
guarantor) shall be a Person organized and existing under the laws of the
jurisdiction under which such guarantor was organized or under the laws of the
United States of America, or any State hereof or the District of Columbia, and
such Person shall expressly assume, by an amendment to the indenture, in a form
acceptable to the Trustee, all the obligations of such guarantor under its
guarantee; and (ii) immediately after giving effect to such transaction or
transactions on a pro forma basis (and treating any Indebtedness which becomes
an obligation of the resulting, surviving or transferee Person as a result of
such transaction as having been issued by such Person at the time of such
transaction), no Default shall have occurred and be continuing; and (iii) the
Issuers deliver to the Trustee an Officer's Certificate for each Issuer and an
Opinion of Counsel, each stating that such consolidation, merger, or transfer
and such amendment to this Indenture, if any, complies with this Indenture.

Notwithstanding the foregoing, (a) any Restricted Subsidiary may
consolidate with, merge into or transfer all or part of our properties and
assets and (b) we may merge with an Affiliate incorporated solely for the
purpose of our reincorporating in another jurisdiction to realize tax or other
benefits.

DEFAULTS

An Event of Default is defined in the indenture as (i) a default in any
payment of interest on any note when due and payable, and the default continues
for 30 days, (ii) a default in the payment of principal of any note when due and
payable at its Stated Maturity, upon required redemption or repurchase, upon
acceleration or otherwise, (iii) the failure by our parent company or us to
comply with its obligations under the covenant described under "-- Merger

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and Consolidation," (iv) the failure by us or our parent company to comply for
30 days after notice with any of our or its obligations under the covenants
described under "-- Change of Control" or "-- Certain Covenants" (in each case,
other than a failure to purchase notes when required), (v) the failure by us or
our parent company to comply for 60 days after notice with our or its other
agreements contained in the notes or the indenture, (vi) the failure by us, our
parent company or any Significant Subsidiary to pay any Indebtedness within any
applicable grace period after final maturity or the acceleration of any such
Indebtedness by the holders thereof because of a default if the total amount of
such Indebtedness unpaid or accelerated exceeds $10.0 million (the "cross
acceleration provision") and such failure continues for 10 days after receipt of
the notice specified in the indenture, (vii) certain events of bankruptcy,
insolvency or reorganization of us, our parent company or one of our Significant
Subsidiaries (the "bankruptcy provisions"), (viii) the rendering of any judgment
or decree for the payment of money in excess of $10.0 million at the time it is
entered against us, our parent company or a Significant Subsidiary and is not
discharged, waived or stayed if (A) an enforcement proceeding thereon is
commenced by any creditor or (B) such judgment or decree remains outstanding for
a period of 60 days following such judgment and is not discharged, waived or
stayed (the "judgment default provision") or (ix) any guarantee ceases to be in
full force and effect (except as contemplated by the terms thereof) or any
guarantor or Person acting by or on behalf of such guarantor denies or
disaffirms such guarantor's obligations under the indenture or any guarantee and
such Default continues for 10 days after receipt of the notice specified in the
indenture.

The foregoing will constitute Events of Default whatever the reason for any
such Event of Default and whether it is voluntary or involuntary or is effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body.

However, a default under clause (iv), (v) or (viii) above will not
constitute an Event of Default until the Trustee or the holders of at least 25%
in principal amount of the outstanding notes notify the issuers of the default
and the issuers do not cure such default within the time specified in clause
(iv), (v) or (viii) above after receipt of such notice.

If an Event of Default (other than an Event of Default relating to certain
events of bankruptcy, insolvency or reorganization of the issuers) occurs and is
continuing, the Trustee or the holders of at least 25% in principal amount of
the outstanding notes by notice to the issuers may declare the principal of, and
accrued but unpaid interest on, all the notes to be due and payable. Upon such a
declaration, such principal and interest will be due and payable immediately. If
an Event of Default relating to certain events of bankruptcy, insolvency or
reorganization of the issuers occurs, the principal of, and interest on, all the
notes will become immediately due and payable without any declaration or other
act on the part of the Trustee or any holders. Under certain circumstances, the
holders of a majority in principal amount of the outstanding notes may rescind
any such acceleration with respect to the notes and its consequences.

Subject to the provisions of the indenture relating to the duties of the
Trustee, in case an Event of Default occurs and is continuing, the Trustee will
be under no obligation to exercise any of the rights or powers under the
indenture at the request or direction of any of the holders unless such holders
have offered to the Trustee reasonable indemnity or security against any loss,
liability or expense. Except to enforce the right to receive payment of
principal, premium (if any) or interest when due, no holder may pursue any
remedy with respect to the indenture or the notes unless (i) such holder has
previously given the Trustee notice that an Event of Default is continuing, (ii)
holders of at least 25% in principal amount of the outstanding notes

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have requested the Trustee in writing to pursue the remedy, (iii) such holders
have offered the Trustee reasonable security or indemnity against any loss,
liability or expense, (iv) the Trustee has not complied with such request within
60 days after the receipt of the request and the offer of security or indemnity
and (v) the holders of a majority in principal amount of the outstanding notes
have not given the Trustee a direction inconsistent with such request within
such 60-day period. Subject to certain restrictions, the holders of a majority
in principal amount of the outstanding notes will be given the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee or of exercising any trust or power conferred on the Trustee. The
Trustee, however, may refuse to follow any direction that conflicts with law or
the indenture or that the Trustee determines is unduly prejudicial to the rights
of any other holder or that would involve the Trustee in personal liability.
Prior to taking any action under the indenture, the Trustee will be entitled to
indemnification satisfactory to it in its sole discretion against all losses and
expenses caused by taking or not taking such action.

The indenture provides that if a Default occurs and is continuing and is
known to the Trustee, the Trustee must mail to each holder notice of the Default
within the earlier of 90 days after it occurs or 30 days after it is known to a
Trust Officer or written notice of it is received by the Trustee. Except in the
case of a Default in the payment of principal of, premium (if any) or interest
on any note (including payments pursuant to the redemption provisions of such
note), the Trustee may withhold notice if and so long as a committee of its
Trust Officers in good faith determines that withholding notice is in the
interests of the noteholders. In addition, the issuers will be required to
deliver to the Trustee, within 120 days after the end of each fiscal year, a
certificate indicating whether the signers thereof know of any Default that
occurred during the previous year. The issuers will also be required to deliver
to the Trustee, within 30 days after the occurrence thereof, written notice of
any event which would constitute certain Events of Default, the status of any
such event and the action the issuers is taking or proposes to take in respect
thereof.

AMENDMENTS AND WAIVERS

Subject to certain exceptions, the indenture or the notes may be amended
with the written consent of the holders of a majority in principal amount of the
notes then outstanding, and any past default or compliance with any provisions
may be waived with the consent of the holders of a majority in principal amount
of the notes then outstanding. However, without the consent of each holder of an
outstanding note affected, no amendment may, among other things, (i) reduce the
amount of notes whose holders must consent to an amendment, (ii) reduce the rate
of or extend the time for payment of interest or any liquidated damages on any
note, (iii) reduce the principal of, or extend the Stated Maturity of, any note,
(iv) reduce the premium payable upon the redemption of any note or change the
time at which any note may be redeemed as described under "-- Optional
Redemption," (v) make any note payable in money other than that stated in the
note, (vi) impair the right of any holder to receive payment of principal of,
and interest or any liquidated damages on, such holder's notes on or after the
due dates therefor or to institute suit for the enforcement of any payment on or
with respect to such holder's notes, (vii) make any change in the amendment
provisions which require each holder's consent or in the waiver provisions or
(viii) modify the guarantees in any manner adverse to the holders.

Without the consent of any holder, the issuers and Trustee may amend the
indenture to cure any ambiguity, omission, defect or inconsistency, to provide
for the assumption by a successor corporation of the obligations of the issuers
under the indenture, to provide for

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uncertificated notes in addition to, or in place of, certificated notes
(provided that the uncertificated notes are issued in registered form for
purposes of Section 163(f) of the Code, or in a manner such that the
uncertificated notes are described in Section 163(f)(2)(B) of the Code), to add
additional guarantees with respect to the notes, to secure the notes, to add to
the covenants of the issuers for the benefit of the noteholders or to surrender
any right or power conferred upon the issuers, to make any change that does not
adversely affect the rights of any holder, subject to the provisions of the
indenture, to provide for the issuance of additional notes or to comply with any
requirement of the Commission in connection with the qualification of the
indenture under the TIA.

The consent of the noteholders will not be necessary under the indenture to
approve the particular form of any proposed amendment. It will be sufficient if
such consent approves the substance of the proposed amendment.

After an amendment under the indenture becomes effective, the issuers will
be required to mail to noteholders a notice briefly describing such amendment.
However, the failure to give such notice to all noteholders, or any defect
therein, will not impair or affect the validity of the amendment.

TRANSFER AND EXCHANGE

A noteholder may transfer or exchange notes in accordance with the
indenture. Upon any transfer or exchange, the registrar and the Trustee may
require a noteholder, among other things, to furnish appropriate endorsements
and transfer documents, and the issuers may require a noteholder to pay any
taxes required by law or permitted by the indenture. The issuers are not
required to transfer or exchange any note selected for redemption or to transfer
or exchange any note for a period of 15 days prior to a selection of notes to be
redeemed. The notes will be issued in registered form and the registered holder
of a note will be treated as the owner of such note for all purposes.

DEFEASANCE

The issuers at any time may terminate all their obligations under the notes
and the indenture ("legal defeasance"), except for certain obligations,
including those respecting the defeasance trust and obligations to register the
transfer or exchange of the notes, to replace mutilated, destroyed, lost or
stolen notes and to maintain a registrar and paying agent in respect of the
notes. The issuers at any time may terminate their obligations under "Change of
Control" and the covenants described under "-- Certain Covenants," the operation
of the cross acceleration provision, the bankruptcy provisions with respect to
Significant Subsidiaries and the judgment default provision described under
"-- Defaults" and the limitations contained in clause (iii) under the first
paragraph of "-- Merger and Consolidation" ("covenant defeasance"). In the event
that the issuers exercise their legal defeasance option or its covenant
defeasance option, each guarantor will be released from all of its obligations
with respect to its guarantee.

The issuers may exercise their legal defeasance option notwithstanding
their prior exercise of their covenant defeasance option. If the issuers
exercise their legal defeasance option, payment of the notes may not be
accelerated because of an Event of Default with respect thereto. If the issuers
exercise their covenant defeasance option, payment of the notes may not be
accelerated because of an Event of Default specified in clause (iv), (vi), (vii)
(with respect only to Significant Subsidiaries), or (ix) under "-- Defaults" or
because of the

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failure of the Company or parent company to comply with clause (iii) under the
first paragraph of "-- Merger and Consolidation."

In order to exercise either defeasance option, the issuers must irrevocably
deposit in trust (the "defeasance trust") with the Trustee money or U.S.
Government Obligations for the payment of principal, premium (if any) and
interest on the notes to redemption or maturity, as the case may be, and must
comply with certain other conditions, including delivery to the Trustee of an
Opinion of Counsel to the effect that holders of the notes will not recognize
income, gain or loss for Federal income tax purposes as a result of such deposit
and defeasance and will be subject to Federal income tax on the same amounts and
in the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred (and, in the case of legal defeasance
only, such Opinion of Counsel must be based on a ruling of the Internal Revenue
Service or other change in applicable Federal income tax law).

CONCERNING THE TRUSTEE

PNC Bank, National Association is the Trustee under the indenture and has
been appointed by the issuers as Registrar and Paying Agent with regard to the
notes.

GOVERNING LAW

The indenture provides that it and the notes are governed by, and are to be
construed in accordance with, the laws of the State of New York without giving
effect to applicable principles of conflicts of law to the extent that the
application of the law of another jurisdiction would be required thereby.

CERTAIN DEFINITIONS

"Additional Assets" means (i) any property or assets (other than
Indebtedness and Capital Stock) to be used by us or a Restricted Subsidiary in a
Related Business; (ii) the Capital Stock of a Person that becomes a Restricted
Subsidiary as a result of the acquisition of such Capital Stock by us or another
Restricted Subsidiary; or (iii) Capital Stock constituting a minority interest
in any Person that at such time is a Restricted Subsidiary; provided, however,
that any such Restricted Subsidiary described in clause (ii) or (iii) above is
primarily engaged in a Related Business.

"Affiliate" of any specified Person means any other Person, directly or
indirectly, controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

"Asset Disposition" means any sale, lease, sale-leaseback transaction,
transfer or other disposition (or series of related sales, leases, transfers or
dispositions) by La Petite or any of our Restricted Subsidiaries, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of (i) any
shares of Capital Stock of a Restricted Subsidiary (other than directors'
qualifying shares or shares required by applicable law to be held by a Person
other than us or one of our Restricted Subsidiaries), (ii) all or substantially
all the assets of any division or line of business of La Petite or any of our
Restricted Subsidiaries or (iii) any other of our assets or

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any of our Restricted Subsidiaries other than property or equipment that has
become worn out, obsolete, damaged or otherwise unsuitable for use in connection
with our business or any of our Restricted Subsidiaries, as the case may be
(other than, in the case of (i), (ii) and (iii) above, (w) a disposition by one
of our Restricted Subsidiaries or by us or a Restricted Subsidiary to a Wholly
Owned Subsidiary, (x) for purposes of the provisions described under "-- Certain
Covenants -- Limitation on Sales of Assets and Subsidiary Stock" only, a
disposition subject to the covenant described under "-- Certain
Covenants -- Limitation on Restricted Payments," (y) the sale, lease, transfer
or other disposition of all or substantially all of our assets as permitted by
the covenant described under "Merger and Consolidation" and (x) a disposition of
assets with a fair market value of less than $100,000).

"Average Life" means, as of the date of determination, with respect to any
Indebtedness or Preferred Stock, the quotient obtained by dividing (i) the sum
of the products of the numbers of years from the date of determination to the
dates of each successive scheduled principal payment of such Indebtedness or
redemption or similar payment with respect to such Preferred Stock multiplied by
the amount of such payment by (ii) the sum of all such payments.

"Bank Indebtedness" means any and all amounts payable under or in respect
of the Credit Agreement and any Refinancing Indebtedness with respect thereto,
as amended from time to time, including principal, premium (if any), interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to us whether or not a claim for
post-filing interest is allowed in such proceedings), fees, charges, expenses,
reimbursement obligations, guarantees and all other amounts payable thereunder
or in respect thereof.

"Board of Directors" means our Board of Directors or our parent company, as
applicable, or any committee thereof duly authorized to act on behalf of such
Board of Directors.

"Business Day" means each day which is not a Legal Holiday.

"Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of, or
interests in (however designated), equity of such Person, including any
Preferred Stock, but excluding any debt securities convertible into such equity.

"Capitalized Lease Obligations" means an obligation that is required to be
classified and accounted for as a capitalized lease for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness represented by
such obligation shall be the capitalized amount of such obligation determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be prepaid by the lessee without payment of a
penalty.

"CCP" means Chase Capital Partners and its Affiliates.

"Closing Date" means the date of the indenture.

"Code" means the Internal Revenue Code of 1986, as amended.

"Commission" means the Securities and Exchange Commission.

"Consolidated Coverage Ratio" as of any date of determination means the
ratio of (i) the aggregate amount of EBITDA for the period of the most recent
four consecutive fiscal

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quarters for which financial statements are available to (ii) Consolidated
Interest Expense for such four fiscal quarters; provided, however, that (A) if
we or any of our Restricted Subsidiaries has Incurred any Indebtedness since the
beginning of such period that remains outstanding on such date of determination
or if the transaction giving rise to the need to calculate the Consolidated
Coverage Ratio is an Incurrence of Indebtedness, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving effect on a
pro forma basis to such Indebtedness as if such Indebtedness had been Incurred
on the first day of such period and the discharge of any other Indebtedness
repaid, repurchased, defeased or otherwise discharged with the proceeds of such
new Indebtedness as if such discharge had occurred on the first day of such
period, (B) if we or any of our Restricted Subsidiaries has repaid, repurchased,
defeased or otherwise discharged any Indebtedness since the beginning of such
period or if any Indebtedness is to be repaid, repurchased, defeased or
otherwise discharged (in each case other than Indebtedness Incurred under any
revolving credit facility unless such Indebtedness has been permanently repaid
and has not been replaced) on the date of the transaction giving rise to the
need to calculate the Consolidated Coverage Ratio, EBITDA and Consolidated
Interest Expense for such period shall be calculated on a pro forma basis as if
such discharge had occurred on the first day of such period and as if we or such
Restricted Subsidiary has not earned the interest income actually earned during
such period in respect of cash or Temporary Cash Investments used to repay,
repurchase, defease or otherwise discharge such Indebtedness, (c) if since the
beginning of such period we or any Restricted Subsidiary shall have made any
Asset Disposition, the EBITDA for such period shall be reduced by an amount
equal to the EBITDA (if positive) directly attributable to the assets that are
the subject of such Asset Disposition for such period or increased by an amount
equal to the EBITDA (if negative) directly attributable thereto for such period
and Consolidated Interest Expense for such period shall be reduced by an amount
equal to the Consolidated Interest Expense directly attributable to any of our
Indebtedness or any of our Restricted Subsidiaries repaid, repurchased, defeased
or otherwise discharged with respect to us and our continuing Restricted
Subsidiaries in connection with such Asset Disposition for such period (or, if
the Capital Stock of any Restricted Subsidiary is sold, the Consolidated
Interest Expense for such period directly attributable to the Indebtedness of
such Restricted Subsidiary to the extent we and our continuing Restricted
Subsidiaries are no longer liable for such Indebtedness after such sale), (D) if
since the beginning of such period we or any of our Restricted Subsidiaries (by
merger or otherwise) shall have made an Investment in any Restricted Subsidiary
(or any Person that becomes a Restricted Subsidiary) or an acquisition of
assets, including any acquisition of assets occurring in connection with a
transaction causing a calculation to be made hereunder, which constitutes all or
substantially all of an operating unit of a business, EBITDA and Consolidated
Interest Expense for such period shall be calculated after giving pro forma
effect thereto (including the Incurrence of any Indebtedness) as if such
Investment or acquisition occurred on the first day of such period and (E) if
since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into us or any of our Restricted
Subsidiaries since the beginning of such period) shall have made any Asset
Disposition or any Investment or acquisition of assets that would have required
an adjustment pursuant to clause (C) or (D) above if made by us or a Restricted
Subsidiary during such period, EBITDA and Consolidated Interest Expense for such
period shall be calculated after giving pro forma effect thereto as if such
Asset Disposition, Investment or acquisition of assets occurred on the first day
of such period. For purposes of this definition, whenever pro forma effect is to
be given to an acquisition of assets, the amount of income or earnings relating
thereto, including related cost savings measures, and the amount of Consolidated
Interest Expense associated with any Indebtedness Incurred in connection
therewith, the pro forma calculations shall be deter-

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mined in good faith by a responsible financial or accounting Officer of La
Petite. If any Indebtedness bears a floating rate of interest and is being given
pro forma effect, the interest expense on such Indebtedness shall be calculated
as if the rate in effect on the date of determination had been the applicable
rate for the entire period (taking into account any Interest Rate Agreement
applicable to such Indebtedness if such Interest Rate Agreement has a remaining
term as at the date of determination in excess of 12 months).

"Consolidated Interest Expense" means, for any period, the total interest
expense of La Petite and our Consolidated Restricted Subsidiaries, plus, to the
extent Incurred by us and our Subsidiaries in such period but not included in
such interest expense, (i) interest expense attributable to Capitalized Lease
Obligations, (ii) amortization of debt discount and debt issuance cost, (iii)
capitalized interest, (iv) non-cash interest expense, (v) commissions, discounts
and other fees and charges attributable to letters of credit and bankers'
acceptance financing, (vi) interest accruing on any Indebtedness of any other
Person to the extent such Indebtedness is guaranteed by us or any Restricted
Subsidiary, (vii) net costs associated with Hedging Obligations (including
amortization of fees), (viii) dividends in respect of (A) all of Preferred Stock
of La Petite and any of our Subsidiaries and (B) our Disqualified Stock, in each
of (A) and (B) to the extent held by Persons other than us or a Wholly Owned
Subsidiary, (ix) interest Incurred in connection with investments in
discontinued operations and (x) the cash contributions to any employee stock
ownership plan or similar trust to the extent such contributions are used by
such plan or trust to pay interest or fees to any Person (other than us) in
connection with Indebtedness Incurred by such plan or trust.

"Consolidated Net Income" means, for any period, the net income of La
Petite and our Consolidated Subsidiaries for such period; provided, however,
that there shall not be included in such Consolidated Net Income: (i) any net
income of any Person (other than us) if such Person is not a Restricted
Subsidiary, except that (A) subject to the limitations contained in clause (iv)
below, our equity in the net income of any such Person for such period shall be
included in such Consolidated Net Income up to the aggregate amount of cash
actually distributed by such Person during such period to us or a Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution made to a Restricted Subsidiary, to the
limitations contained in clause (iii) below) and (B) our equity in a net loss of
any such Person for such period shall be included in determining such
Consolidated Net Income; (ii) any net income (or loss) of any person acquired by
us or a Subsidiary in a pooling of interests transaction for any period prior to
the date of such acquisition; (iii) any net income (or loss) of any Restricted
Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends or the making of distributions by such
Restricted Subsidiary, directly or indirectly, to us, except that (A) subject to
the limitations contained in clause (iv) below, our equity in the net income of
any such Restricted Subsidiary for such period shall be included in such
Consolidated Net Income up to the aggregate amount of cash actually distributed
by such Restricted Subsidiary during such period to us or another Restricted
Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution made to another Restricted Subsidiary, to the
limitation contained in this clause) and (B) our equity in a net loss of any
such Restricted Subsidiary for such period shall be included in determining such
Consolidated Net Income; (iv) any gain or loss realized upon the sale or other
disposition of any of our assets or the assets of our Consolidated Subsidiaries
that is not sold or otherwise disposed of in the ordinary course of business and
any gain or loss realized upon the sale or other disposition of any Capital
Stock of any Person; (v) any extraordinary gain or loss; (vi) the cumulative
effect of a change in accounting principles; (vii) any bonuses paid to members
of the Management Group in connection with the Transactions; and (viii) any
expenses relating to cash payments made in respect of the termination of
outstanding options in connection with the Transactions.

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Notwithstanding the foregoing, for the purpose of the covenant described under
"-- Certain Covenants -- Limitation on Restricted Payments" only, there shall be
excluded from Consolidated Net Income any dividends, repayments of loans or
advances or other transfers of assets from Unrestricted Subsidiaries to us or a
Restricted Subsidiary to the extent such dividends, repayments or transfers
increase the amount of Restricted Payments permitted under such covenant
pursuant to clause (a)(3)(D) thereof.

"Consolidation" means the consolidation of the accounts of each of the
Restricted Subsidiaries with those of us in accordance with GAAP consistently
applied; provided, however, that "Consolidation" will not include consolidation
of the accounts of any Unrestricted Subsidiary, but the interest of La Petite or
any Restricted Subsidiary in an Unrestricted Subsidiary will be accounted for as
an investment. The term "Consolidated" has a correlative meaning.

"Credit Agreement" means the Credit Agreement dated as of May 11, 1998, as
amended, waived or otherwise modified from time to time (except to the extent
that any such amendment, waiver or other modification thereto would be
prohibited by the terms of the indenture, unless otherwise agreed to by the
Holders of at least a majority in aggregate principal amount of notes at the
time outstanding), among us, our parent company, the financial institutions
signatory thereto, NationsBank, N.A., as Administrative Agent, and The Chase
Manhattan Bank, as Syndication Agent.

"Default" means any event which is, or after notice or passage of time or
both would be, an Event of Default.

"Disqualified Stock" means, with respect to any Person, any Capital Stock
which by its terms (or by the terms of any security into which it is convertible
or for which it is exchangeable or exercisable) or upon the happening of any
event (i) matures or is mandatorily redeemable pursuant to a sinking fund
obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness or
Disqualified Stock or (iii) is redeemable at the option of the holder thereof,
in whole or in part, in each case on or prior to the first anniversary of the
Stated Maturity of the notes; provided, however, that any Capital Stock that
would not constitute Disqualified Stock but for provisions thereof giving
holders thereof the right to require such Person to repurchase or redeem such
Capital Stock upon the occurrence of an "asset sale" or "change of control"
occurring prior to the first anniversary of the Stated Maturity of the notes
shall not constitute Disqualified Stock if the "asset sale" or "change of
control" provisions applicable to such Capital Stock are not more favorable to
the holders of such Capital Stock than the provisions of the covenants described
under "-- Change of Control" and "-- Certain Covenants -- Limitation on Sale of
Assets and Subsidiary Stock."

"Domestic Subsidiary" means any direct or indirect Subsidiary of us that is
organized and existing under the laws of the United States, any state thereof or
the District of Columbia.

"EBITDA" for any period means the Consolidated Net Income for such period,
plus the following to the extent deducted in calculating such Consolidated Net
Income: (i) the income tax expense of La Petite and our Consolidated Restricted
Subsidiaries, (ii) Consolidated Interest Expense, (iii) depreciation expense of
La Petite and our Consolidated Restricted Subsidiaries, (iv) amortization
expense of La Petite and our Consolidated Restricted Subsidiaries (excluding
amortization expense attributable to a prepaid cash item that was paid in a
prior period) and (v) all non-cash charges associated with the granting of New
Options during such period. Notwithstanding the foregoing, the provision for
taxes based on the income or profits of, and the depreciation and amortization
and non-cash charges of, one

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of our Restricted Subsidiaries shall be added to Consolidated Net Income to
compute EBITDA only to the extent (and in the same proportion) that the net
income of such Restricted Subsidiary was included in calculating Consolidated
Net Income and only if a corresponding amount would be permitted at the date of
determination to be dividended to us by such Restricted Subsidiary without prior
approval (that has not been obtained), pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to such Restricted Subsidiary or its
stockholders.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Foreign Subsidiary" means any of our Subsidiary(s) that is not a Domestic
Subsidiary.

"GAAP" means generally accepted accounting principles in the United States
of America as in effect as of the Closing Date, including those set forth in (i)
the opinions and pronouncements of the Accounting Principles Board of the
American Institute of Certified Public Accountants, (ii) statements and
pronouncements of the Financial Accounting Standards Board, (iii) such other
statements by such other entity as approved by a significant segment of the
accounting profession and (iv) the rules and regulations of the Commission
governing the inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section 13 of
the Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the
Commission. All ratios and computations based on GAAP contained in the indenture
shall be computed in conformity with GAAP.

"guarantee" means any obligation, contingent or otherwise, of any Person
directly or indirectly guaranteeing any Indebtedness or other obligation of any
other Person and any obligation, direct or indirect, contingent or otherwise, of
such Person (i) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation of such other Person
(whether arising by virtue of partnership arrangements, or by agreement to
keep-well, to purchase assets, goods, securities or services, to take-or-pay, or
to maintain financial statement conditions or otherwise) or (ii) entered into
for purposes of assuring in any other manner the obligee of such Indebtedness or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part); provided, however, that the term
"guarantee" shall not include endorsements for collection or deposit in the
ordinary course of business. The term "guarantee" used as a verb has a
corresponding meaning.

"Guarantee" means each guarantee of the obligations with respect to the
notes issued by one of our Subsidiaries pursuant to the terms of the indenture.

"Guarantor" means any Person that has issued a Guarantee.

"Hedging Obligations" of any Person means the obligations of such Person
pursuant to any Interest Rate Agreement.

"Holder" or "Noteholder" means the Person in whose name a note is
registered on the registrar's books.

"Incur" means issue, assume, guarantee, incur or otherwise become liable
for; provided, however, that any Indebtedness or Capital Stock of a Person
existing at the time such Person becomes a Subsidiary (whether by merger,
consolidation, acquisition or otherwise) shall be deemed to be Incurred by such
Person at the time it becomes a Subsidiary. The term "Incurrence" when used as a
noun shall have a correlative meaning. The accretion of

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principal of a non-interest bearing or other discount security shall be deemed
the Incurrence of Indebtedness.

"Indebtedness" means, with respect to any Person on any date of
determination (without duplication), (i) the principal of and premium (if any)
in respect of indebtedness of such Person for borrowed money; (ii) the principal
of and premium (if any) in respect of obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments; (iii) all obligations of
such Person in respect of letters of credit or other similar instruments
(including reimbursement obligations with respect thereto); (iv) all obligations
of such Person to pay the deferred and unpaid purchase price of property or
services (except Trade Payables), which purchase price is due more than six
months after the date of placing such property in service or taking delivery and
title thereto or the completion of such services; (v) all Capitalized Lease
Obligations of such Person; (vi) the amount of all obligations of such Person
with respect to the redemption, repayment or other repurchase of any
Disqualified Stock or, with respect to any Subsidiary of such Person, any
Preferred Stock (but excluding, in each case, any accrued dividends); (vii) all
Indebtedness of other Persons secured by a Lien on any asset of such Person,
whether or not such Indebtedness is assumed by such Person; provided, however,
that the amount of Indebtedness of such Person shall be the lesser of (A) the
fair market value of such asset at such date of determination and (B) the amount
of such Indebtedness of such other Persons; or (viii) to the extent not
otherwise included in this definition, Hedging Obligations of such Person; all
obligations of the type referred to in clauses (i) through (ii) of other Persons
and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any guarantee. The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and the maximum
liability, upon the occurrence of the contingency giving rise to the obligation,
of any contingent obligations at such date.

"Interest Rate Agreement" means with respect to any Person any interest
rate protection agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap agreement, interest
rate collar agreement, interest rate hedge agreement or other similar agreement
or arrangement as to which such Person is party or a beneficiary.

"Investment" in any Person means any direct or indirect advance, loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of the lender) or other
extension of credit (including by way of guarantee or similar arrangement) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition of Capital Stock, Indebtedness or other
similar instruments issued by such Person. For purposes of the definition of
"Unrestricted Subsidiary" and the covenant described under "-- Certain
Covenants -- Limitation on Restricted Payments," (i) "Investment" shall include
the portion (proportionate to our equity interest in such Subsidiary) of the
fair market value of the net assets of any of our Subsidiaries at the time that
any such Subsidiary is designated an Unrestricted Subsidiary; provided, however,
that upon a redesignation of such Subsidiary as a Restricted Subsidiary, we
shall be deemed to continue to have a permanent "Investment" in an Unrestricted
Subsidiary in an amount (if positive) equal to (x) our "Investment" in such
Subsidiary at the time of such redesignation less (y) the portion (proportionate
to our equity interest in such Subsidiary) of the fair market value of the net
assets of such Subsidiary at the time of such redesignation; and (ii) any
property transferred to or from an Unrestricted Subsidiary shall be valued at
its fair

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market value at the time of such transfer, in each case as determined in good
faith by our Board of Directors.

"King Investor" means an entity a majority of the economic interests of
which are owned by CCP and a majority of the voting interests of which are owned
by (i) Robert E. King, his descendants or, in the event of the death or
incompetence of any of the foregoing individuals, such Person's estate,
executor, administrator, committee or other personal representative or (ii) any
other Person approved by CCP.

"Lien" means any mortgage, pledge, security interest, encumbrance, lien or
charge of any kind (including any conditional sale or other title retention
agreement or lease in the nature thereof).

"Management Group" means the group consisting of La Petite Academy's
directors and executive officers of the Company.

"Net Available Cash" from an Asset Disposition means cash payments received
(including any cash payments received by way of deferred payment of principal
pursuant to a note or installment receivable or otherwise and proceeds from the
sale or other disposition of any securities received as consideration, but only
as and when received, but excluding any other consideration received in the form
of assumption by the acquiring Person of Indebtedness or other obligations
relating to the properties or assets that are the subject of such Asset
Disposition or received in any other non-cash form) therefrom, in each case net
of (i) all legal, title and recording tax expenses, commissions and other fees
and expenses incurred, and all federal, state, provincial, foreign and local
taxes required to be paid or accrued as a liability under GAAP, as a consequence
of such Asset Disposition, (ii) all payments made on any Indebtedness which is
secured by any assets subject to such Asset Disposition, in accordance with the
terms of any Lien upon or other security agreement of any kind with respect to
such assets, or which must by its terms, or in order to obtain a necessary
consent to such Asset Disposition, or by applicable law be repaid out of the
proceeds from such Asset Disposition, (iii) all distributions and other payments
required to be made to minority interest holders in Subsidiaries or joint
ventures as a result of such Asset Disposition and (iv) appropriate amounts to
be provided by the seller as a reserve, in accordance with GAAP, against any
liabilities associated with the property or other assets disposed of in such
Asset Disposition and retained by us or any of our Restricted Subsidiary after
such Asset Disposition.

"Net Cash Proceeds," with respect to any issuance or sale of Capital Stock,
means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees actually incurred in
connection with such issuance or sale and net of taxes paid or payable as a
result thereof.

"New Options" means the options granted to certain members of management
pursuant to the New Option Plan.

"New Option Plan" means the New Option Plan adopted by our parent company
as part of the Recapitalization.

"Officer" means the Chairman of the Board, the Chief Executive Officer, the
Chief Financial Officer, the President, any Vice President, the Treasurer or the
Secretary of La Petite or our parent company, as the case maybe.

"Officers' Certificate" means a certificate signed by two Officers.

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"Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to La
Petite, our parent, or the Trustee.

"Parent" means LPA Holding Corp., a Delaware corporation or its successors.

"Permitted Holders" means CCP, the Management Group, the King Investor
Group and any Person acting in the capacity of an underwriter in connection with
a public or private offering of our or our parent company's Capital Stock.

"Permitted Investment" means an Investment by us or any of our Restricted
Subsidiaries in (i) us, a Restricted Subsidiary or a Person that will, upon the
making of such Investment, become a Restricted Subsidiary; provided, however,
that the primary business of such Restricted Subsidiary is a Related Business;
(ii) another Person if as a result of such Investment such other Person is
merged or consolidated with or into, or transfers or conveys all or
substantially all its assets to, us or one of our Restricted Subsidiaries;
provided, however, that such Person's primary business is a Related Business;
(iii) Temporary Cash Investments; (iv) receivables owing to us or any Restricted
Subsidiary, if created or acquired in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms; provided,
however, that such trade terms may include such concessionary trade terms as we
or any such Restricted Subsidiary deems reasonable under the circumstances; (v)
payroll, travel and similar advances to cover matters that are expected at the
time of such advances ultimately to be treated as expenses for accounting
purposes and that are made in the ordinary course of business; (vi) loans or
advances to employees made in the ordinary course of business consistent with
our past practices or those of such Restricted Subsidiary and not exceeding $1.0
million in the aggregate outstanding at any one time; (vii) stock, obligations
or securities received in settlement of debts created in the ordinary course of
business and owing to us or any Restricted Subsidiary or in satisfaction of
judgments, (viii) any Person to the extent such Investment represents the
non-cash portion of the consideration received for an Asset Disposition that was
made pursuant to and in compliance with the covenant described under "-- Certain
Covenants -- Limitation on Sale of Assets and Subsidiary Stock;" (ix) Interest
Rate Agreements entered into in the ordinary course of our or our Restricted
Subsidiaries' businesses and otherwise in compliance with the indenture; (x)
additional Investments (including joint ventures) in an amount that, when added
to all other Investments made pursuant to this clause (x), does not exceed 10%
of the Total Assets as of the end of the most recent fiscal quarter preceding
the date of such Investment for which financial statements are available; (xi)
Investments in securities of trade debtors of customers received pursuant to any
plan of reorganization or similar arrangement upon the bankruptcy or insolvency
of such trade debtors or customers; (xii) Investments made by us or our
Restricted Subsidiaries as a result of consideration received in connection with
an Asset Disposition made in compliance with the covenant described under
"Limitation on Sales of Assets and Subsidiary Stock;" and (xiii) Investments of
a Person or any of its Subsidiaries existing at the time such Person becomes one
of our Restricted Subsidiaries or at the time such Person merges or consolidates
with us or any of our Restricted Subsidiaries, in either case in compliance with
the indenture; provided that such Investments were not made by such Person in
connection with, or in anticipation or contemplation of, such Person becoming
one of our Restricted Subsidiaries or such merger or consolidation.

"Permitted Liens" means, with respect to any Person:

(a)Liens imposed by law for taxes or other governmental charges that are
not yet due or are being contested in good faith by appropriate
proceedings;

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(b)carriers', warehousemen's, mechanics', materialmen's, repairmen's and
other like Liens imposed by law, arising in the ordinary course of
business and securing obligations that are not overdue by more than 60
days or are being contested in good faith by appropriate proceedings;

(c)pledges and deposits made in the ordinary course of business in
compliance with workers' compensation, unemployment insurance and other
social security laws or regulations;

(d)deposits to secure the performance of bids, trade contracts, leases,
statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature (other than for the payment of
Indebtedness), in each case in the ordinary course of business;

(e)judgment liens in respect of judgments that do not constitute an Event
of Default under "-- Events of Default";

(f)easements, zoning restrictions, rights-of-way and similar encumbrances
on real property imposed by law or arising in the ordinary course of
business that do not secure any monetary obligations and do not
materially detract from the value of the affected property or interfere
with the ordinary conduct of business of such Person;

(g)any interest of a landlord in or to property of the tenant imposed by
law, arising in the ordinary course of business and securing lease
obligations that are not overdue by more than 60 days or are being
contested in good faith by appropriate proceedings, or any possessory
rights of a lessee to the leased property under the provisions of any
lease permitted by the terms of the indenture;

(h)Liens of a collection bank arising in the ordinary course of business
under Section 4-208 of the Uniform Commercial Code in effect in the
relevant jurisdiction;

(i)Liens to secure Indebtedness permitted pursuant to clause (b)(i) of the
covenant described under "-- Certain Covenants -- Limitation on
Indebtedness";

(j)Liens existing on the Closing Date provided, that (i) except as
permitted under subclause (D) of clause (l) of this definition such Lien
shall not apply to any other property or asset of such Person except
assets financed solely by the same financing source that provided the
Indebtedness secured by such Lien, and (ii) such Lien shall secure only
those obligations that it secures on the Closing Date and extensions,
renewals and replacements thereof that do not increase the outstanding
principal amount thereof;

(k)any Lien existing on any property or asset prior to the acquisition
thereof by such Person or existing on any property or asset of another
Person that becomes a Subsidiary after the date hereof prior to the time
such other Person becomes a Subsidiary, provided that (A) such Lien is
not created in contemplation of or in connection with such acquisition
or such other Person becoming a Subsidiary, as the case may be, (B) such
Lien shall not apply to any other property or assets of such Person
except assets financed solely by the same financing source in existence
on the date of such acquisition that provided the Indebtedness secured
by such Lien and (C) except as permitted under subclause (D) of clause
(l) of this definition such Lien shall secure only those obligations
that it secures on the date of such acquisition or the date such other
Person becomes a Subsidiary, as the case may be,

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and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof;

(l)Liens on fixed or capital assets acquired, constructed or improved by
such Person and extensions, renewals and replacements thereof that do
not increase the outstanding principal amount of the Indebtedness
secured thereby, provided that (A) such security interests secure
Indebtedness permitted under "-- Limitation on Indebtedness," (B) such
security interests and the Indebtedness secured thereby are incurred
prior to or within 12 months after such acquisition or the completion of
such construction or improvement, (C) the Indebtedness secured thereby
does not exceed 100% of the cost of acquiring, constructing or improving
such fixed or capital assets and other fixed or capital assets financed
solely by the same financing source and (D) such security interests
shall not apply to any other property or assets of such Person except
assets financed solely by the same financing source;

(m)licenses of intellectual property rights granted in the ordinary course
of business and not interfering in any material respect with the conduct
of the business;

(n)Liens securing Indebtedness or other obligations of a Restricted
Subsidiary owing to us or one of our Restricted Subsidiaries;

(o)Liens securing Hedging Obligations so long as the related Indebtedness
is secured by a Lien on the same property securing such Hedging
Obligation;

(p)Liens securing the notes pursuant to the covenants described under
"-- Certain Covenants -- Limitation on Liens";

(q)Liens securing Refinancing Indebtedness of any Indebtedness secured by
any Lien referred to in clauses (j), (k) and (l); and

(r)Liens (other than those permitted by paragraphs (a) through (q) above)
securing liabilities permitted under the indenture in an aggregate
amount not exceeding $1.0 million at any time outstanding.

"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof or any
other entity.

"Preferred Stock," as applied to the Capital Stock of any Person, means
Capital Stock of any class or classes (however designated) that is preferred as
to the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over shares
of Capital Stock of any other class of such Person.

"principal" of a note means the principal of the note plus the premium, if
any, payable on the note which is due or overdue or is to become due at the
relevant time.

"Public Equity Offering" means an underwritten primary public offering of
our common stock or common stock of our parent company pursuant to an effective
registration statement under the Securities Act.

"Public Market" means any time after (i) a Public Equity Offering has been
consummated and (ii) at least 15% of the total issued and outstanding common
stock of La Petite or our parent company (as applicable) has been distributed by
means of an effective registration statement under the Securities Act.

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"Purchase Money Indebtedness" means Indebtedness of La Petite or any of our
Subsidiaries incurred to finance the acquisition, construction or improvement of
any fixed or capital assets, including Capital Lease Obligations and any
Indebtedness assumed in connection with the acquisition of any such assets or
secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof or result in an earlier
maturity date or decreased weighted average life thereof, provided that such
Indebtedness is incurred prior to or within 12 months after such acquisition or
the completion of such construction or improvement.

"Refinance" means, in respect of any Indebtedness, to refinance, extend,
renew, refund, repay, prepay, redeem, defease or retire, or to issue other
Indebtedness in exchange or replacement for, such Indebtedness in whole or in
part. "Refinanced" and "Refinancing" shall have correlative meanings.

"Refinancing Indebtedness" means Indebtedness that is Incurred to refund,
refinance, replace, renew, repay or extend (including pursuant to any defeasance
or discharge mechanism) any Indebtedness of La Petite or any of our Restricted
Subsidiaries existing on the Closing Date or Incurred in compliance with the
indenture (including our Indebtedness that Refinances Refinancing Indebtedness);
provided, however, that (i) the Refinancing Indebtedness has a Stated Maturity
no earlier than the Stated Maturity of the Indebtedness being Refinanced, (ii)
the Refinancing Indebtedness has an Average Life at the time such Refinancing
Indebtedness is Incurred that is equal to or greater than the Average Life of
the Indebtedness being Refinanced, (iii) such Refinancing Indebtedness is
Incurred in an aggregate principal amount (or if issued with original issue
discount, an aggregate issue price) that is equal to or less than the aggregate
principal amount (or if issued with original issue discount, the aggregate
accreted value) then outstanding of the Indebtedness being Refinanced (plus the
amount of any premium required to be paid under the terms of the instrument
governing such Indebtedness and plus the amount of reasonable expenses incurred
by us in connection with such Refinancing) and (iv) if the Indebtedness being
Refinanced is subordinated in right of payment to the notes, such Refinancing
Indebtedness is subordinated in right of payment to the notes at least to the
same extent as the Indebtedness being Refinanced; provided further, however,
that Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted
Subsidiary that Refinances our Indebtedness or (y) Indebtedness of La Petite or
one of our Restricted Subsidiaries that Refinances Indebtedness of an
Unrestricted Subsidiary.

"Related Business" means any business related, ancillary or complementary
(as determined in good faith by our Board of Directors) to the businesses of La
Petite and the Restricted Subsidiaries on the Closing Date.

"Restricted Subsidiary" means any of our Subsidiaries other than an
Unrestricted Subsidiary.

"Secured Indebtedness" means any of our Indebtedness secured by a Lien.
"Secured Indebtedness" of our parent or a Guarantor has a correlative meaning.

"Senior Indebtedness" of the La Petite Academy means the principal of,
premium (if any) and accrued and unpaid interest (including interest accruing on
or after the filing of any petition in bankruptcy or for our reorganization,
regardless of whether or not a claim for post-filing interest is allowed in such
proceedings) on, and fees and other amounts owing in respect of, Bank
Indebtedness and all of our other Indebtedness, whether outstanding on the
Closing

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Date or thereafter incurred, unless in the instrument creating or evidencing the
same or pursuant to which the same is outstanding it is provided that such
obligations are subordinated in right of payment to the notes. "Senior
indebtedness" of our parent company or any Guarantor has a correlative meaning.

"Significant Subsidiary" means any Restricted Subsidiary that would be a
"Significant Subsidiary" within the meaning of Rule 1-02 under Regulation S-X
promulgated by the Commission.

"Stated Maturity" means, with respect to any security, the date specified
in such security as the fixed date on which the final payment of principal of
such security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).

"Subordinated Obligation" means any of our Indebtedness (whether
outstanding on the Closing Date or thereafter Incurred) that is subordinate or
junior in right of payment to the notes pursuant to a written agreement.
"Subordinated obligation" of our parent company or a Guarantor has a correlative
meaning.

"Subsidiary" of any Person means any corporation, association, partnership
or other business entity of which more than 50% of the total voting power of
shares of Capital Stock or other interests (including partnership interests)
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by (i) such Person, (ii) such Person and one
or more Subsidiaries of such Person or (iii) one or more Subsidiaries of such
Person.

"Temporary Cash Investments" means any of the following: (i) any investment
in direct obligations of the United States of America or any agency thereof or
obligations guaranteed by the United States of America or any agency thereof,
(ii) investments in time deposit accounts, certificates of deposit and money
market deposits maturing within one year of the date of acquisition thereof
issued by a bank or trust company that is organized under the laws of the United
States of America, any state thereof or any foreign country recognized by the
United States of America having capital, surplus and undivided profits
aggregating in excess of $250,000,000 (or the foreign currency equivalent
thereof) and whose long-term debt is rated "A" (or such similar equivalent
rating) or higher by at least one nationally recognized statistical rating
organization (as defined in Rule 436 under the Securities Act), (iii) repurchase
obligations with a term of not more than 30 days for underlying securities of
the types described in clause (i) above entered into with a bank meeting the
qualifications described in clause (ii) above, (iv) investments in commercial
paper, maturing not more than one year after the date of acquisition, issued by
a corporation (other than our Affiliates) organized and in existence under the
laws of the United States of America or any foreign country recognized by the
United States of America with a rating at the time as of which any investment
therein is made of "P-1" (or higher) according to Moody's Investors Service,
Inc. or "A-1" (or higher) according to Standard and Poor's Ratings Service, a
division of The McGraw-Hill Companies, Inc. ("S&P"), (v) investments in
securities with maturities of six months or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States of America, or by any political subdivision or taxing authority thereof,
and rated at least "A" by S&P or "A" by Moody's Investors Service,

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Inc. and (vi) investments in money market funds that invest substantially all
their assets in securities of the types described in clauses (i) through (v)
above.

"TIA" means the Trust Indenture Act of 1939 as in effect on the date of the
indenture.

"Total Assets" means the total consolidated assets of La Petite and our
Restricted Subsidiaries as shown on our most recent balance sheet.

"Trade Payables" means, with respect to any Person, any accounts payable or
any indebtedness or monetary obligation to trade creditors created, assumed or
guaranteed by such Person arising in the ordinary course of business in
connection with the acquisition of goods or services.

"Trustee" means the party named as such in the indenture until a successor
replaces it and, thereafter, means the successor.

"Trust Officer" means the Chairman of the Board, the President or any other
officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

"Unrestricted Subsidiary" means (i) any of our Subsidiaries that at the
time of determination shall be designated an Unrestricted Subsidiary by our
Board of Directors in the manner provided below and (ii) any Subsidiary of an
Unrestricted Subsidiary. The Board of Directors may designate any of our
Subsidiaries (including any of our newly acquired or newly formed Subsidiaries)
to be an Unrestricted Subsidiary unless such Subsidiary or any of its
Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any
Lien on any property of La Petite , or any of our other Subsidiaries that is not
a Subsidiary of the Subsidiary to be so designated; provided, however, that
either (A) the Subsidiary to be so designated has total Consolidated assets of
$1,000 or less or (B) if such Subsidiary has Consolidated assets greater than
$1,000, then such designation would be permitted under the covenant entitled
"Limitation on Restricted Payments". The Board of Directors may designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that
immediately after giving effect to such designation (x) we could Incur $1.00 of
additional Indebtedness under paragraph (a) of the covenant entitled "Limitation
on Indebtedness" and (y) no Default shall have occurred and be continuing. Any
such designation of a Subsidiary as a Restricted Subsidiary or Unrestricted
Subsidiary by the Board of Directors shall be evidenced to the Trustee by
promptly filing with the Trustee a copy of the resolution of the Board of
Directors giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing provisions.

"U.S. Government Obligations" means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States of
America (including any agency or instrumentality thereof) for the payment of
which the full faith and credit of the United States of America is pledged and
which are not callable or redeemable at the issuer's option.

"Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

"Wholly Owned Subsidiary" means a Restricted Subsidiary all the Capital
Stock of which (other than directors' qualifying shares) we or another Wholly
Owned Subsidiary own.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain United States federal income tax
considerations to U.S. holders and non-U.S. holders relating to the purchase,
ownership and disposition of the notes, but does not purport to be a complete
analysis of all the potential tax considerations relating thereto. U.S. Holder
is a United States person. Non-U.S. holder is a person that is not classified as
a United States person. United States person means a holder which will hold
notes as "capital assets" (within the meaning of Section 1221 of the Code) and
which is a citizen or resident of the United States, a corporation or other
entity taxable as a corporation created in, or organized under the laws of, the
United States or any political subdivision thereof, an estate the income of
which is subject to U.S. federal income taxation regardless of its source or a
trust, the administration over which a United States court can exercise primary
supervision and all of the substantial decisions of which one or more United
States persons have the authority to control. Notwithstanding the preceding
sentence, to the extent provided in Treasury Regulations, certain trusts in
existence on August 20, 1996, and treated as United States persons prior to such
date, that elect to continue to be treated as United States persons will also be
a U.S. holder. This summary does not address tax considerations applicable to
investors that may be subject to special tax rules, such as banks, tax-exempt
organizations, insurance companies, dealers in securities or currencies, or
persons that will hold notes as a position in a hedging transaction, "straddle"
or "conversion transaction" for tax purposes. This summary does not consider the
effect of any applicable foreign, state, local or other tax laws. This summary
is based on the Code, existing, temporary, and proposed Treasury Regulations,
laws, rulings and decisions now in effect, all of which are subject to change.
Any such changes may be applied retroactively in a manner that could adversely
affect a holder of the notes.

THE FOLLOWING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES IS FOR
GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, INVESTORS
CONSIDERING THE PURCHASE OF NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME AND ESTATE TAX
LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING
UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR UNDER ANY
APPLICABLE TAX TREATY.

U.S. HOLDERS

PAYMENT OF INTEREST. Interest on a note generally will be includable in
the income of a holder as ordinary interest income at the time such interest is
received or accrued, in accordance with such holder's method of accounting for
United States federal income tax purposes. The notes were not issued with
original issue discount for U.S. federal income tax purposes.

MARKET DISCOUNT ON RESALE OF NOTES. A holder of a note should be aware
that the purchase or resale of a note may be affected by the "market discount"
provisions of the Code. The market discount rules generally provide that if a
holder of a note purchases the note at a market discount (i.e., a discount other
than at original issue), any gain recognized upon the disposition of the note by
the holder will be taxable as ordinary income, rather than as capital gain, to
the extent such gain does not exceed the accrued market discount on such note at
the time of such disposition. Market discount generally means the excess, if
any, of a note's stated redemption price at maturity over the price paid by the
holder therefor, unless a de minimis exception applies. A holder who acquires a
note at a market discount also may be required to

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defer the deduction of a portion of the amount of interest that the holder paid
or accrued during the taxable year on indebtedness incurred or maintained to
purchase or carry such note, if any.

Any principal payment on a note acquired by a holder at a market discount
will be included in gross income as ordinary income to the extent that it does
not exceed the accrued market discount at the time of such payment. The amount
of the accrued market discount for purposes of determining the tax treatment of
subsequent payments on, or dispositions of, a note is to be reduced by the
amounts so treated as ordinary income.

A holder of a note acquired at a market discount may elect to include
market discount in gross income, for U.S. federal income tax purposes, as such
market discount accrues, either on a straight-line basis or on a constant
interest rate basis. This current inclusion election, once made, applies to all
market discount obligations acquired on or after the first day of the first
taxable year to which the election applies, and may not be revoked without the
consent of the Internal Revenue Service ("IRS"). If a holder of a note makes
such an election, the foregoing rules regarding the recognition of ordinary
income on sales and other dispositions and the receipt of principal payments
with respect to such note, and regarding the deferral of interest deductions on
indebtedness incurred or maintained to purchase or carry such note, will not
apply.

NOTES PURCHASED AT A PREMIUM. In general, if a holder purchases a note for
an amount in excess of its stated redemption price at maturity, the holder may
elect to treat such excess as "amortizable bond premium," in which case the
amount required to be included in the holder's income each year with respect to
interest on the note will be reduced by the amount of amortizable bond premium
allocable (based on the note's yield to maturity) to such year. Any such
election would apply to all bonds (other than bonds the interest on which is
excludable from gross income) held by the holder at the beginning of the first
taxable year to which the election applies or which thereafter are acquired by
the holder, and such election is irrevocable without the consent of the IRS.

SALE, EXCHANGE OR RETIREMENT OF THE NOTES. Upon the sale, exchange or
redemption of a note, a holder generally will (except as discussed under "Market
Discount on Resale of Notes") recognize capital gain or loss equal to the
difference between (i) the amount of cash proceeds and the fair market value of
any property received on the sale, exchange or redemption (except to the extent
such amount is attributable to accrued interest income not previously included
in income which is taxable as ordinary income) and (ii) such holder's adjusted
tax basis in the note. A holder's adjusted tax basis in a note generally will
equal the purchase price of the note to such holder. Such capital gain or loss
will be short-term or long-term, depending on the holder's holding period in the
note at the time of sale, exchange or redemption.

NON-U.S. HOLDERS

PAYMENTS OF INTEREST. A Non-U.S. holder will not be subject to United
States federal income tax by withholding or otherwise on payments of interest on
a note (provided that the beneficial owner of the note fulfills the statement
requirements set forth in applicable Treasury regulations) unless (A) such
Non-U.S. holder (i) actually or constructively owns 10% or more of the total
combined voting power of all classes of stock of us entitled to vote, (ii) is a
controlled foreign corporation related, directly or indirectly, to us through
stock ownership, or (iii) is a bank receiving interest described in Section
881(c)(3)(A) of the

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Code or (B) such interest is effectively connected with the conduct of a trade
or business by the Non-U.S. holder in the United States.

GAIN ON DISPOSITION OF THE NOTES. A Non-U.S. holder will not be subject to
United States federal income tax by withholding or otherwise on any gain
realized upon the disposition of a note unless (i) in the case of a Non-U.S.
Holder who is an individual, such Non-U.S. holder is present in the United
States for a period or periods aggregating 183 days or more during the taxable
year of the disposition and certain other requirements are met or (ii) the gain
is effectively connected with the conduct of a trade or business by the Non-
U.S. holder in the United States.

EFFECTIVELY CONNECTED INCOME. To the extent that interest income or gain
on the disposition of a note is effectively connected with the conduct of a
trade or business of the Non-U.S. holder in the United States, such income will
be subject to United States federal income tax on a net income basis in the same
manner as if such holder were a United States person. Additionally, in the case
of a Non-U.S. holder which is a corporation, such effectively connected income
may be subject to the United States branch profits tax at the rate of 30%.

TREATIES. A tax treaty between the United States and a country in which a
Non-U.S. holder is a resident may alter the tax consequences described above.

INFORMATION REPORTING AND BACKUP WITHHOLDING

In general, information reporting requirements will apply to payments of
principal, premium, if any, and interest on a note and payments of the proceeds
of the sale of a note to certain noncorporate holders, and a 31% backup
withholding tax may apply to such payments if the holder fails to furnish or
certify its correct taxpayer identification number to the payor in the manner
required, is notified by the IRS that it has failed to report payments of
interest and dividends properly or under certain circumstances, fails to certify
that it has not been notified by the IRS that it is subject to backup
withholding for failure to report interest and dividend payments. Any amounts
withheld under the backup withholding rules from a payment to a holder will be
allowed as a credit against such holder's United States federal income tax and
may entitle the holder to a refund, provided that the required minimum
information is furnished to the IRS.

Generally, such information reporting and backup withholding may apply to
payments of principal, interest and premium (if any) to Non-U.S. holders which
are not "Exempt Recipients" and which fail to provide certain information as may
be required by United States law and applicable regulations. The payment of the
proceeds of the disposition of notes to or through the United States office of a
broker will be subject to information reporting and backup withholding at a rate
of 31% unless the owner certifies its status as a Non-U.S. holder under
penalties of perjury or otherwise establishes an exemption.

Holders should consult their tax advisors regarding the application of
information reporting and backup withholding in their particular situation and
the availability of an exemption therefrom, and the procedures for obtaining any
such exemption.

The United States Department of the Treasury has promulgated final
regulations regarding the information reporting and backup reporting rules
discussed above. In general, the final regulations do not significantly alter
the substantive information reporting and backup withholding requirements but
rather unify current certification procedures and forms and clarify reliance
standards. In addition, the final regulations permit the shifting of primary
responsibility for withholding to certain financial intermediaries acting on
behalf of beneficial

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owners. The final regulations are generally effective for payments made on or
after January 1, 2001, subject to certain transition rules. Prospective
purchasers of the notes should consult their own tax advisors concerning the
effect of such regulations on their particular situations.

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BOOK-ENTRY; DELIVERY AND FORM

The new notes are represented by one or more permanent global certificates
in definitive, fully registered form (or Global Notes). The Global Notes are
deposited with, or on behalf of, The Depository Trust Company, or DTC, and
registered in the name of a nominee of DTC.

THE GLOBAL NOTES

Pursuant to procedures established by DTC upon the issuance of the Global
Notes, DTC or its custodian credited, on its internal system, the principal
amount of new notes of the individual beneficial interests represented by the
Global Notes to the respective accounts of persons who have accounts with DTC
and ownership of beneficial interests in the Global Notes will be shown on, and
the transfer of such ownership will be effected only through, records maintained
by DTC or its nominee (with respect to interests of Participants (as defined
below)) and the records of Participants (with respect to interests of persons
other than Participants). Ownership of beneficial interests in the Global Notes
is limited to persons who have accounts with DTC ("Participants") or persons who
hold interests through Participants. Interests in the Global Notes may be held
directly through DTC, by Participants, or indirectly through organizations which
are Participants.

So long as DTC, or its nominee, is the registered owner or holder of the
Global Notes, DTC or such nominee, as the case may be, will be considered the
sole owner or holder of the notes represented by such Global Notes for all
purposes under the indenture. No beneficial owner of an interest in the Global
Notes will be able to transfer that interest except in accordance with DTC's
procedures, in addition to those provided for under the indenture.

Payments of the principal of, premium, if any, and interest on the Global
Notes will be made to DTC or its nominee, as the case may be, as the registered
owner thereof. None of the issuers, the Trustee or any paying agent will have
any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in the Global Notes
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interest.

The issuers expect that DTC or its nominee, upon receipt of any payment of
principal, premium, if any, or interest in respect of the Global Notes, will
credit Participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of the Global Notes as
shown on the records of DTC or its nominee. The issuers also expect that
payments by Participants to owners of beneficial interests in the Global Notes
held through such Participants will be governed by standing instructions and
customary practice, as is now the case with securities held for the accounts of
customers registered in the names of nominees for such customers. Such payments
will be the responsibility of such Participants.

Transfers between Participants will be effected in the ordinary way in
accordance with DTC rules and will be settled in same day funds. If a holder
requires physical delivery of a Certificated Note (as defined below) for any
reason, including to sell new notes to persons in states which require physical
delivery of the new notes, or to pledge such securities, such Holder must
transfer its interest in a Global Note in accordance with the normal procedures
of DTC and with the procedures set fourth in the indenture.

DTC has advised the issuers that it will take any action permitted to be
taken by a Holder of notes only at the direction of one or more Participants to
whose account the DTC

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interests in the Global Notes are credited and only in respect of such portion
of the aggregate principal amount of Notes as to which such Participant or
Participants has or have given such direction. However, if there is an Event of
Default under the indenture, DTC will exchange the Global Notes in whole for
Certificated Notes, which it will distribute to the Participants.

DTC has advised the issuers as follows: DTC is a limited purpose trust
company organized under the laws of the State of New York, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the
Uniform Commercial Code and a "Clearing Agency" registered pursuant to the
provisions of Section 17A of the Exchange Act. DTC was created to hold
securities for Participants and facilitate the clearance and settlement of
securities transactions between Participants through electronic book-entry
changes in accounts of its Participants, thereby eliminating the need for
physical movement of certificates. Participants include securities brokers and
dealers, banks, trust companies and clearing corporations and certain other
organizations. Indirect access to the DTC System is available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Participant, either directly or indirectly
("Indirect Participants").

Although DTC has agreed to the foregoing procedures in order to facilitate
transfers of interests in the Global Notes among Participants, it is under no
obligation to perform such procedures, and such procedures may be discontinued
at any time. Neither the issuers nor the Trustee will have any responsibility
for the performance by DTC or the Participants or Indirect Participants of their
respective obligations under the rules and procedures governing their
operations.

CERTIFICATED NOTES

- the issuers notify the Trustee in writing that DTC is no longer willing
or able to act as a depositary or DTC ceases to be registered as a
clearing agency under the Exchange Act and a successor depositary is not
appointed within 90 days of such notice or cessation,

- the issuers, at their option, notify the Trustee in writing that they
elect to cause the issuance of notes in definitive form under the
indenture or

- upon the occurrence of certain other events as provided in the indenture,

then, upon surrender by DTC of the Global Notes, Certificated Notes will be
issued to each person that DTC identifies as the beneficial owner of the notes
represented by the Global Notes. Upon any such issuance, the Trustee is required
to register such Certificated Notes in the name of such person or persons (or
the nominee of any thereof) and cause the same to be delivered thereto.

None of the issuers or the Trustee shall be liable for any delay by DTC or
any Participant or Indirect Participant in identifying the beneficial owners of
the related notes and each such person may conclusively rely on, and shall be
protected in relying on, instructions from DTC for all purposes (including with
respect to the registration and delivery, and the respective principal amounts,
of the notes to be issued).

97
<PAGE> 104

YEAR 2000

DTC management is aware that some computer applications, systems and the
like for processing data that are dependent upon calendar dates, including dates
before, on and after January 1, 2000, may encounter "year 2000 problems." DTC
has informed its participants and other members of the financial community that
it has developed and is implementing a program so that its systems, as the same
related to the timely payment of distributions (including principal and income
payments) to securityholders book-entry deliveries and settlement of trades
within DTC, continue to function appropriately. This program includes a
technical assessment and a remediation plan, each of which is complete.
Additionally, DTC's plan includes a testing phase, which is expected to be
completed within appropriate time frames.

However, DTC's ability to perform properly its services is also dependent
upon other parties, including but not limited to issuers and their agents, as
well as third-party vendors from whom DTC licenses software and hardware, and
third-party vendors on whom DTC relies for information or the provision of
services, including telecommunication and electrical utility service providers,
among others. DTC has informed the industry that it is contacting (and will
continue to contact) third-party vendors from whom DTC acquires services to:

- impress upon them the importance of such services being year 2000
compliant: and

- determine the extent of their efforts for year 2000 remediation (and, as
appropriate, testing) of their services.

In addition, DTC is in the process of developing such contingency plans as
it deems appropriate.

According to DTC, the foregoing information with respect to DTC has been
provided to the industry for informational purposes only and is not intended to
serve as a representation, warranty or contract modification of any kind.

98
<PAGE> 105

PLAN OF DISTRIBUTION

This prospectus may be used by CSI in connection with offers and sales
related to market-making transactions in the new notes. CSI may act as principal
or agent in such transactions. Such sales will be made at prices related to
prevailing market prices at the time of sale. We will not receive any of the
proceeds of such sales. CSI has no obligation to make a market in the new notes
and may discontinue its market-making activities at any time without notice, at
its sole discretion. We have agreed to indemnify CSI against certain
liabilities, including liabilities under the Securities Act of 1933, and to
contribute to payments which CSI might be required to make in respect thereof.

For a description of certain relationships between the issuers and CSI and
its affiliates, see "Certain Relationships and Related Transactions" and
"Ownership of Securities".

LEGAL MATTERS

The validity of the notes offered hereby was passed upon by O'Sullivan
Graev & Karabell, LLP, New York, New York.

EXPERTS

The consolidated financial statements of LPA Holding Corp. included in this
prospectus, the related financial statement schedules included elsewhere in the
registration statement, and the financial statements from which the Selected
Consolidated Financial and Other Data included in this prospectus have been
derived, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report appearing herein and elsewhere in the registration
statement. Such consolidated financial statements, financial statement
schedules, and Selected Consolidated Financial and Other Data have been included
herein and elsewhere in the Registration Statement in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.

The financial statements of Bright Start, Inc. as of August 31, 1998 and
1997 and for each of the years then ended included in the Company's Current
Report on Form 8-K dated December 7, 1999, and incorporated by reference in this
Prospectus have been audited by Ernst & Young LLP, independent auditors, as
stated in their report appearing therein and incorporated by reference in the
Registration Statement. Such financial statements have been incorporated herein
by reference in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

AVAILABLE INFORMATION

We filed with the Commission a Registration Statement on Form S-4 (together
with all amendments, exhibits, schedules and supplements thereto, the
"Registration Statement") under the Securities Act with respect to the new
notes. This prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations promulgated by the Commission. Statements made in this
prospectus as to the contents of any contract, agreement or other document are
not necessarily complete. With respect to each such contract, agreement or other
document filed or incorporated by reference as an exhibit to the Registration
Statement, reference is

99
<PAGE> 106

made to such exhibit for a more complete description of the matter involved, and
each such statement is qualified in its entirety by such reference.

The Registration Statement may be inspected by anyone without charge at the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661 and 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material may also be obtained at the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, upon payment of prescribed fees. Such
materials can also be inspected on the Internet at http://www.sec.gov.

We are subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance
therewith, we file reports and other information with the Commission. Such
materials filed by us with the Commission may be inspected, and copies thereof
obtained, at the places, and in the manner, set forth above.

In the event that we cease to be subject to the informational reporting
requirements of the Exchange Act, we have agreed that, so long as the notes
remain outstanding, we will file with the Commission and distribute to holders
of the notes copies of the financial information that would have been contained
in annual reports and quarterly reports, including a management's discussion and
analysis of financial condition and results of operations, that we would have
been required to file with the Commission pursuant to the Exchange Act. Such
financial information will include annual reports containing consolidated
financial statements and notes, together with an opinion expressed by an
independent public accounting firm, as well as quarterly reports containing
unaudited condensed consolidated financial statements for the first three
quarters of each fiscal year. We will also make such reports available to
prospective purchasers of the notes, securities analysts and broker-dealers upon
their request.

100
<PAGE> 107

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Consolidated Financial Statements of LPA Holding Corp.
Independent Auditors' Report................................ F-2
Consolidated Balance Sheets as of July 3, 1999 and August
29, 1998.................................................. F-3
Consolidated Statements of Operations for the fiscal years
ended July 3, 1999, August 29, 1998, and August 30,
1997...................................................... F-4
Consolidated Statements of Stockholders' Equity (Deficit)
for the fiscal years ended July 3, 1999, August 29, 1998,
and August 30, 1997....................................... F-5
Consolidated Statements of Cash Flows for the fiscal years
ended July 3, 1999, August 29, 1998, and August 30,
1997...................................................... F-6
Notes to Consolidated Financial Statements.................. F-7
Unaudited Consolidated Financial Statements of LPA Holding
Corp.
Consolidated Balance Sheets as of October 23, 1999
(unaudited) and July 3, 1999 (audited).................... F-18
Consolidated Statements of Operations for the unaudited 16
weeks ended October 23, 1999 and October 24, 1998......... F-19
Consolidated Statements of Cash Flows for the unaudited 16
weeks ended October 23, 1999 and October 24, 1998......... F-20
Notes to Unaudited Consolidated Financial Statements........ F-21
Financial Statements of Bright Start Inc.
Report of Independent Auditors'............................. F-25
Balance Sheets as of June 30, 1999 (unaudited), August 31,
1998 and August 31 1997................................... F-26
Statements of Operations for the 44 weeks ended June 30,
1999 (unaudited) and fiscal years ended August 31, 1998,
and August 31, 1997....................................... F-27
Statements of Stockholders' Equity for the fiscal years
ended August 31, 1998, August 31, 1997, and August 31
1996...................................................... F-28
Statements of Cash Flows for the fiscal years 44 weeks ended
June 30, 1999 (unaudited) and fiscal years ended August
31, 1998, and August 31, 1997............................. F-30
Notes to Financial Statements............................... F-31
Unaudited Pro Forma Combined Financial Information of LPA
Holding Corp.
Unaudited Pro Forma Combined Financial Information.......... F-39
Unaudited Pro Forma Combined Statement of Operations........ F-40
Notes to Unaudited Pro Forma Combined Financial
Information............................................... F-41
</TABLE>

F-1
<PAGE> 108

INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors

of LPA Holding Corp.

We have audited the accompanying consolidated balance sheets of LPA Holding
Corp. and its subsidiary (the "Company") as of July 3, 1999 and August 29, 1998,
and the related consolidated statements of operations, stockholders' deficit and
cash flows for the 44 weeks ended July 3, 1999, the 52 weeks ended August 29,
1998, and the 52 weeks ended August 30, 1997. Our audits also included the
financial statement schedules included herein. These financial statements and
financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of LPA Holding Corp. and its
subsidiary as of July 3, 1999 and August 29, 1998, and the results of their
operations and their cash flows for the 44 weeks ended July 3, 1999, the 52
weeks ended August 29, 1998, and the 52 weeks ended August 30, 1997 in
conformity with generally accepted accounting principles. Also, in our opinion,
such financial statement schedules, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.

Deloitte & Touche LLP

Kansas City, Missouri

September 3, 1999

(December 15, 1999 as to Note 13)

F-2
<PAGE> 109

LPA HOLDING CORP.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
JULY 3, AUGUST 29,
1999 1998
---------- -----------
(IN THOUSANDS OF DOLLARS,
EXCEPT SHARE AND
PER SHARE DATA)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 4,572 $ 6,868
Restricted cash investments (Note 1)...................... 1,218 1,756
Accounts and notes receivable, net........................ 8,077 7,002
Prepaid food and supplies................................. 7,884 5,987
Other prepaid expenses.................................... 5,850 2,259
Refundable income taxes (Note 5).......................... 192 1,776
Current deferred income taxes (Note 5).................... 1,124
--------- ---------
Total current assets.................................. 27,793 26,772
Property and equipment, at cost:
Land...................................................... 6,120 6,120
Buildings and leasehold improvements...................... 77,197 71,754
Equipment................................................. 20,451 18,695
Facilities under construction............................. 15,261 2,264
--------- ---------
119,029 98,833
Less accumulated depreciation............................. 48,310 37,839
--------- ---------
Net property and equipment............................ 70,719 60,994
Other assets (Note 2)....................................... 61,780 64,919
Deferred income taxes (Note 5).............................. 8,883 8,106
--------- ---------
$ 169,175 $ 160,791
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Overdrafts due banks...................................... $ 7,450 $ 2,890
Accounts payable.......................................... 7,972 7,447
Current reserve for closed academies...................... 1,366 1,595
Current maturities of long-term debt and capital lease
obligations............................................. 2,187 2,121
Accrued salaries, wages and other payroll costs........... 11,903 10,937
Accrued insurance liabilities............................. 2,389 4,043
Accrued property and sales taxes.......................... 3,749 4,103
Accrued interest payable.................................. 2,388 4,771
Other current liabilities................................. 11,199 5,572
Current deferred income taxes (Note 5).................... 361
--------- ---------
Total current liabilities............................. 54,964 43,479
Long-term debt and capital lease obligations (Note 3)....... 187,999 185,727
Other long-term liabilities (Note 4)........................ 11,085 11,661
Series A 12% redeemable preferred stock ($.01 par value per
share); 30,000 shares authorized, issued and outstanding
at aggregate liquidation preference of $1,036.558 as of
August 29, 1998 and of $1,143.444 as of July 3, 1999 (Note
7)........................................................ 29,310 25,625
Stockholders' deficit:
Class A common stock ($.01 par value per share); 950,000
shares authorized and 560,026 shares issued and
outstanding as of August 29, 1998 and July 3, 1999...... 6 6
Class B common stock ($.01 par value per share); 20,000
shares authorized, issued and outstanding as of August
29, 1998 and July 3, 1999...............................
Common stock warrants..................................... 5,645 5,645
Accumulated deficit....................................... (115,834) (111,352)
--------- ---------
Total stockholders' deficit........................... (110,183) (105,701)
--------- ---------
$ 169,175 $ 160,791
========= =========
</TABLE>

See notes to consolidated financial statements.

F-3
<PAGE> 110

LPA HOLDING CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
44 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED
JULY 3, AUGUST 29, AUGUST 30,
1999 1998 1997
-------- ---------- ----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
Operating revenue.............................. $281,072 $314,933 $302,766
Operating expenses:
Salaries, wages and benefits................. 150,052 166,501 159,236
Facility lease expense....................... 34,717 39,641 39,332
Depreciation................................. 10,911 13,892 13,825
Amortization of goodwill and other
intangibles............................... 925 1,884 2,236
Recapitalization costs (Note 1).............. 8,724
Other........................................ 68,277 76,258 74,111
-------- -------- --------
264,882 306,900 288,740
-------- -------- --------
Operating income............................... 16,190 8,033 14,026
-------- -------- --------
Interest expense............................... 16,145 14,126 9,245
Minority interest in net income of
subsidiary................................... 2,849 3,693
Interest income................................ (153) (885) (959)
-------- -------- --------
Net interest costs................... 15,992 16,090 11,979
-------- -------- --------
Income (loss) before income taxes and
extraordinary item........................... 198 (8,057) 2,047
Provision (benefit) for income taxes........... 995 (254) 3,264
-------- -------- --------
Loss before extraordinary item................. (797) (7,803) (1,217)
-------- -------- --------
Extraordinary loss on retirement of debt, net
of applicable income taxes of $3,776 (Note
11).......................................... (5,525)
-------- -------- --------
Net loss....................................... $ (797) $(13,328) $ (1,217)
======== ======== ========
</TABLE>

See notes to consolidated financial statements.

F-4
<PAGE> 111

LPA HOLDING CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
COMMON STOCK
------------------ TOTAL
NUMBER PREFERRED PAID-IN ACCUMULATED TREASURY STOCKHOLDERS'
OF SHARES AMOUNT STOCK WARRANTS CAPITAL DEFICIT STOCK EQUITY (DEFICIT)
--------- ------ --------- -------- -------- ----------- -------- ----------------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, August 31,
1996...................... 852,160 $ 9 $ 3 $ $ 33,105 $ (28,227) $(103) $ 4,787
10% Cumulative Non
Convertible Preferred
Dividend................ 1,129 (1,129)
Repurchase of common
stock................... (196) (196)
Net loss.................. (1,217) (1,217)
-------- --- --- ------ -------- --------- ----- ---------
Balance, August 30,
1997.................... 852,160 9 3 34,234 (30,573) (299) 3,374
10% Cumulative Non
Convertible Preferred
Dividend................ 848 (848)
Issuance of common
stock................... 523,985 5 70,120 70,125
Repurchase of common
stock................... (41) (41)
Redemption of preferred
stock................... (3) (59,271) (59,274)
Redemption of common
stock................... (769,859) (8) (45,931) (57,092) (103,031)
Issuance of warrants...... 5,645 5,645
Equity issuance costs..... (7,901) (7,901)
Cancellation of treasury
stock................... (26,260) (340) 340
Preferred stock dividend
(Note 7)................ (1,270) (1,270)
Net loss.................. (13,328) (13,328)
-------- --- --- ------ -------- --------- ----- ---------
Balance, August 29,
1998.................... 580,026 6 5,645 (111,352) (105,701)
Preferred stock
dividend................ (3,685) (3,685)
Net loss.................. (797) (797)
-------- --- --- ------ -------- --------- ----- ---------
Balance, July 3, 1999..... 580,026 $ 6 $ $5,645 $ $(115,834) $ $(110,183)
======== === === ====== ======== ========= ===== =========
</TABLE>

See notes to consolidated financial statements.

F-5
<PAGE> 112

LPA HOLDING CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
44 WEEKS ENDED 52 WEEKS ENDED 52 WEEKS ENDED
JULY 3, 1999 AUGUST 29, 1998 AUGUST 30, 1997
-------------- --------------- ---------------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................................ $ (797) $ (13,328) $(1,217)
Adjustments to reconcile net loss to net cash from
operating activities
Noncash portion of extraordinary loss on
retirement of debt............................ 3,209
Depreciation and amortization................... 12,665 16,621 16,911
Deferred income taxes........................... 708 (4,799) 223
Minority interest in net income of La Petite
Academy, Inc. ................................ 2,849 3,693
Changes in assets and liabilities:
Accounts and notes receivable................. (1,014) (1,924) (1,402)
Prepaid expenses and supplies................. (5,488) 1,353 (980)
Accrued property and sales taxes.............. (354) (26) (125)
Accrued interest payable...................... (2,383) 4,052 (20)
Other changes in assets and liabilities,
net........................................ 6,983 (783) (2,197)
-------- --------- -------
Net cash from operating activities....... 10,320 7,224 14,886
-------- --------- -------

CASH FLOWS USED FOR INVESTING ACTIVITIES:
Capital expenditures................................ (31,666) (13,637) (7,300)
Proceeds from sale of assets...................... 12,462 2,632 452
-------- --------- -------
Net cash used for investing activities... (19,204) (11,005) (6,848)
-------- --------- -------

CASH FLOWS USED FOR FINANCING ACTIVITIES:
Repayment of debt and capital lease obligations..... (8,692) (121,726) (900)
Borrowings under the Revolving Credit Line.......... 11,000
Additions to long-term debt......................... 185,000
Deferred financing costs............................ (818) (7,605)
Retirement of old equity............................ (162,304)
Proceeds from issuance of common stock, net of
expenses.......................................... 62,224
Proceeds from issuance of preferred stock and
warrants.......................................... 30,000
Increase (reduction) in bank overdrafts............. 4,560 533 (2,873)
Decrease (increase) in restricted cash
investments....................................... 538 556 6,915
-------- --------- -------
Net cash from (used for) financing
activities............................. 6,588 (13,322) 3,142
-------- --------- -------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS....................................... (2,296) (17,103) 11,180
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD.... 6,868 23,971 12,791
-------- --------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD.......... $ 4,572 $ 6,868 $23,971
======== ========= =======

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of amounts capitalized)............. $ 17,699 $ 9,229 $ 8,415
Income taxes...................................... 275 2,084 5,470
Cash received during the period for:
Interest.......................................... $ 152 $ 1,000 $ 848
Income taxes...................................... 2,122 207 1,154
Non-cash investing and financing activities:
Capital lease obligations of $29, $3,170 and $391
were incurred during the 44 weeks ended July 3,
1999 and the 52 weeks ended August 29, 1998, and
August 30, 1997 respectively, when the Company
entered into leases for new computer
equipment.......................................
</TABLE>

See notes to consolidated financial statements.

F-6
<PAGE> 113

LPA HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Vestar/LPA Investment Corp. (Investment), a privately-held Delaware
corporation, was formed in 1993 for the purpose of holding the capital stock of
La Petite Holdings Corp. (Holdings), a Delaware corporation. Holdings was formed
in 1993 for the purpose of holding the capital stock of La Petite Acquisition
Corp. (Acquisition). On July 23, 1993, as a result of a series of transactions,
Holdings acquired all the outstanding shares of common stock, par value $.01
(the Common Stock), of La Petite Academy, Inc., a Delaware corporation (La
Petite). The transaction was accounted for as a purchase and the excess of
purchase price over the net assets acquired is being amortized over 30 years. On
May 31, 1997, Holdings was merged with and into La Petite with La Petite as the
surviving corporation. On August 28, 1997, LPA Services, Inc. (Services), a
wholly owned subsidiary of La Petite, was incorporated. Services provides third
party administrative services on insurance claims to La Petite.

On March 17, 1998, LPA Investment LLC (the Investor), a Delaware limited
liability company owned by an affiliate of Chase Capital Partners (CCP) and by
an entity controlled by Robert E. King, a director of La Petite, and Investment,
which was renamed LPA Holding Corp. (Parent), entered into an Agreement and Plan
of Merger pursuant to which a wholly owned subsidiary of the Investor was merged
into Parent (the Recapitalization). In the Recapitalization (i) all of the then
outstanding shares of preferred stock and common stock of Investment (other than
the shares of common stock retained by Vestar/LPT Limited Partnership and
management of La Petite) owned by the existing stockholders of Investment (the
existing stockholders) were converted into the right to receive cash and (ii)
the existing stockholders received the cash of La Petite as of the date of the
closing of the Recapitalization. As part of the Recapitalization, the Investor
purchased $72.5 million (less the value of options retained by management) of
common stock of the Parent (representing approximately 74.5% of the common stock
of Parent on a fully diluted basis) and $30 million of redeemable preferred
stock of Parent (collectively, the Equity Investment). In addition, in
connection with the purchase of preferred stock of Parent, the Investor received
warrants to purchase up to 6.0% of Parent's common stock on a fully diluted
basis (resulting in an aggregate fully diluted ownership of 80.5% of the common
stock of Parent). Transaction expenses included in operating expenses under the
caption "Recapitalization Costs" for this period include approximately $1.5
million in transaction bonuses and $7.2 million for the cancellation of stock
options and related taxes. The Recapitalization was completed May 11, 1998.

Parent, consolidated with La Petite and Services, is referred to herein as
the Company.

The Company offers educational, developmental and child care programs,
which are available on a full-time or part-time basis, for children between six
weeks and twelve years old. The La Petite Academy schools are located in 35
states and the District of Columbia, primarily in the southern, Atlantic
coastal, mid-western and western regions of the United States.

PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements
include the accounts of Investment and its wholly-owned subsidiary, La Petite
and its wholly-owned subsidiary, Services, after elimination of all significant
inter-company accounts and transactions.

F-7
<PAGE> 114
LPA HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

FISCAL YEAR END -- On June 10, 1999, the Company changed its fiscal year to
be the 52 or 53 week period ending on the first Saturday in July. Prior to this
change the Company utilized a fiscal year consisting of the 52 or 53 week period
ending on the last Saturday in August. The report covering the transition period
is presented herein.

USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

RECOGNITION OF REVENUES AND PRE-OPENING EXPENSES -- The Company operates
preschool education and child care Academies. Revenue is recognized as the
services are performed. Expenses associated with opening new Academies are
charged to expense as incurred.

DEPRECIATION AND AMORTIZATION -- Buildings, furniture and equipment are
depreciated over the estimated useful lives of the assets using the
straight-line method. For financial reporting purposes, buildings are generally
depreciated over 29 to 40 years, furniture and equipment over three to 10 years
and leasehold improvements over five to 15 years.

Maintenance and repairs are charged to expense as incurred. The cost of
additions and improvements is capitalized and depreciated over the remaining
useful lives of the assets. The cost and accumulated depreciation of assets sold
or retired are removed from the accounts, and any gain or loss is recognized in
the year of disposal, except gains and losses on property and equipment which
have been sold and leased back which are recognized over the terms of the
related lease agreements.

RESTRICTED CASH INVESTMENTS -- The restricted cash investment balance
represents cash deposited in an escrow account as security for the self-insured
portion of the Company's workers compensation and automobile insurance coverage.

EXCESS OF PURCHASE PRICE OVER THE NET ASSETS ACQUIRED -- The excess of the
purchase price over the fair value of tangible and identifiable intangible
assets and liabilities acquired related to the acquisition of La Petite is being
amortized over a period of 30 years on the straight-line method.

DEFERRED FINANCING COSTS -- The costs of obtaining financing are included
in other assets and are being amortized over the life of the related debt.

OTHER ASSETS -- Other assets include the fair value of identifiable
intangible assets acquired in connection with the acquisition of La Petite and
are being amortized over periods ranging from two to 10 years on the
straight-line method.

CASH EQUIVALENTS -- The Company's cash equivalents consist of commercial
paper and money market funds with original maturities of three months or less.

INCOME TAXES -- The Company establishes deferred tax assets and
liabilities, as appropriate, for all temporary differences, and adjusts deferred
tax balances to reflect changes in tax rates expected to be in effect during the
periods the temporary differences reverse. Manage-

F-8
<PAGE> 115
LPA HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ment has evaluated the recoverability of the deferred income tax asset balances
and has determined that the deferred balances will be realized based on future
taxable income.

DISCLOSURES REGARDING FINANCIAL INSTRUMENTS -- The carrying values of the
Company's financial instruments, with the exception of the Company's Senior
Notes, preferred stock, and financial derivatives, approximate fair value. The
estimated fair values of Senior Notes and preferred stock at July 3, 1999 were
$137.7 million and $34.3 million, respectively. The estimated fair values of
Senior Notes and preferred stock at August 29, 1998 were $140.1 million and
$31.1 million, respectively. The combined estimated fair value of the Company's
interest rate contracts at July 3, 1999 was a liability of $1.2 million.

IMPAIRMENT OF LONG-LIVED ASSETS -- The Company adopted SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," as of the beginning of its 1997 fiscal year. The Statement
requires that long-lived assets and certain identifiable intangibles to be held
and used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Statement also requires that long-lived assets and certain
identifiable intangibles to be disposed of be reported at the lower of carrying
amount or fair value less cost to sell. There was no impact on the Company's
results of operations or financial condition upon adoption of Statement No. 121.

STOCK-BASED COMPENSATION -- the Company has adopted the disclosure
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation." The
Statement encourages rather than requires companies to adopt a new method that
accounts for stock compensation awards based on their estimated fair value at
the date they are granted. Companies are permitted, however, to continue
accounting for stock compensation awards under Accounting Principles Board
("APB") Opinion No. 25, which requires compensation cost to be recognized based
on the excess, if any, between the quoted market price of the stock at the date
of grant and the amount an employee must pay to acquire the stock. The Company
has elected to continue to apply APB Opinion No. 25 and has disclosed the pro
forma net income (loss), determined as if the method under SFAS No. 123 had been
applied, in note 12.

DERIVATIVE FINANCIAL INSTRUMENTS -- The Company utilizes swap and collar
agreements to manage interest rate risks. The Company has established a control
environment, which includes policies and procedures for risk assessment and the
approval, reporting, and monitoring of derivative financial instrument
activities. Company policy prohibits holding or issuing derivative financial
instruments for trading purposes. Any differential paid or received based on the
swap/collar agreements is recognized as an adjustment to interest expense.
Amounts receivable or payable under derivative financial instrument contracts,
when recognized are reported on the Consolidated Balance Sheet as both current
and long term receivables or liabilities. Gains and losses on terminations of
hedge contracts are recognized as other operating expense when terminated in
conjunction with the termination of the hedged position, or to the extent that
such position remains outstanding, deferred as prepaid expenses or other
liabilities and amortized to interest expense over the remaining life of the
position.

SEGMENT REPORTING -- In June 1997, the FASB issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information". This
pronouncement establishes standards for the way that public business enterprises
report information about operating

F-9
<PAGE> 116
LPA HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

segments in annual and interim financial statements. The Company adopted SFAS
No. 131 during fiscal year 1999. The Company has determined that it currently
operates entirely in one segment.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS -- SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. This
Statement requires that an entity recognize all derivatives as either assets or
liabilities and measure those instruments at fair value. The new standard
becomes effective for the Company's fiscal year 2001. Management has not yet
assessed the impact that the adoption of SFAS No. 133 will have on the Company's
financial position or results of operations.

RECLASSIFICATIONS -- Certain reclassifications to prior year amounts have
been made in order to conform to the current year presentation.

2. OTHER ASSETS

<TABLE>
<CAPTION>
JULY 3, AUGUST 29,
1999 1998
-------- ----------
(IN THOUSANDS
OF DOLLARS)
<S> <C> <C>
Intangible assets:
Excess purchase price over net assets acquired............ $ 64,277 $ 64,277
Curriculum................................................ 1,497 1,497
Accumulated amortization.................................. (13,746) (11,784)
-------- --------
52,028 53,990
Deferred financing costs.................................. 8,423 7,605
Accumulated amortization.................................. (1,088) (259)
Other assets.............................................. 2,417 3,583
-------- --------
$ 61,780 $ 64,919
======== ========
</TABLE>

3. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

<TABLE>
<CAPTION>
JULY 3, AUGUST 29,
1999 1998
-------- ----------
(IN THOUSANDS
OF DOLLARS)
<S> <C> <C>
Senior Notes, 10.0% due May 15, 2008(a)................... $145,000 $145,000
Borrowings under credit agreement(b)...................... 43,250 40,000
Capital lease obligations................................. 1,936 2,848
-------- --------
190,186 187,848
Less current maturities of long-term debt and capital
lease obligations....................................... (2,187) (2,121)
-------- --------
$187,999 $185,727
======== ========
</TABLE>

F-10
<PAGE> 117
LPA HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

- -------------------------

a) The Senior Notes mature on May 15, 2008. Interest is payable semi-annually
on May 15 and November 15 of each year. Commencing May 15, 2003, the Senior
Notes are redeemable at various redemption prices at Parent and La Petite's
option. The Senior Notes contain certain covenants that, among other
things, limit Parent and La Petite's ability to incur additional debt,
transfer or sell assets, and pay cash dividends.

To reduce interest expense on the $145 million Senior Notes, the Company
entered into an interest rate swap transaction with an imbedded collar. The
fixed rate debt was essentially exchanged for a variable rate arrangement
based on LIBOR plus a fixed percentage. The imbedded collar covers the
LIBOR portion of variable rate swap, effectively setting maximum and
minimum interest rates. The notional value of this derivative was $145
million.

b) On May 11, 1998, Parent and La Petite entered into an agreement (the Credit
Agreement) providing for a term loan facility in the amount of $40.0
million and a revolving credit agreement, for working capital and other
general corporate purposes through May 2005, in the amount of $25 million.
Borrowings under the Credit Agreement are secured by substantially all of
the assets of the Parent, La Petite and its subsidiaries. Loans under the
Credit Agreement will bear an interest rate per annum equal to (at Parent
and La Petite's option): (i) a rate equal to an adjusted London inter-bank
offered rate (LIBOR) plus a percentage based on La Petite's financial
performance or (ii) a rate equal to the higher of Chase's prime rate, a
certificate of deposit rate plus 1%, or the Federal Funds rate plus 1/2 of
1% plus in each case a percentage based on La Petite's financial
performance. Parent and La Petite are required to pay fees of 0.5% per
annum of the unused portion of the Credit Agreement plus letter of credit
fees, annual administration fees, and agent arrangement fees. The Credit
Agreement will mature in May 2005. The term loan amortizes in an amount
equal to $1.0 million in each of the first five years, $10.0 million in the
sixth year and $25.0 million in the seventh year.

To reduce the impact of interest rate changes on the Term Loan Facility,
the Company entered into interest rate collar agreements. The collar
agreements cover the LIBOR portion of the Term Loan Facility interest rate
percentage, effectively setting maximum and minimum interest rates. As of
July 3, 1999, the notional value of the interest rate collar agreements was
$39.3 million.

Scheduled maturities and mandatory prepayments of long-term debt and
capital lease obligations during the five years subsequent to July 3, 1999 are
as follows (in thousands of dollars):

<TABLE>
<S> <C>
2000........................................................ $ 2,187
2001........................................................ 1,740
2002........................................................ 1,009
2003........................................................ 1,000
2004........................................................ 7,750
2005 and thereafter......................................... 176,500
--------
$190,186
========
</TABLE>

F-11
<PAGE> 118
LPA HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. OTHER LONG-TERM LIABILITIES (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
JULY 3, AUGUST 29,
1999 1998
------- ----------
<S> <C> <C>
Unfavorable lease, net of accumulated amortization......... $ 3,800 $ 4,848
Non-current reserve for closed academies................... 2,682 3,822
Long-term insurance liabilities............................ 4,603 2,991
------- -------
$11,085 $11,661
======= =======
</TABLE>

In connection with the acquisition of the Company, an intangible liability
for unfavorable operating leases was recorded, which is being amortized over the
average remaining life of the leases.

The reserve for closed academies includes the long-term liability related
to leases for Academies which were closed and are no longer operated by the
Company.

5. INCOME TAXES

The provisions for income taxes recorded in the Consolidated Statements of
Operations consisted of the following (in thousands of dollars):

<TABLE>
<CAPTION>
44 WEEKS ENDED 52 WEEKS ENDED 52 WEEKS ENDED
JULY 3, 1999 AUGUST 29, 1998 AUGUST 30, 1997
-------------- --------------- ---------------
<S> <C> <C> <C>
Refundable (Payable) Currently:
Federal......................... $1,426 $(4,231) $2,920
State........................... 277 (822) 567
------ ------- ------
Total................... 1,703 (5,053) 3,487
------ ------- ------
Deferred:
Federal......................... (593) 4,019 (186)
State........................... (115) 780 (37)
------ ------- ------
Total................... (708) 4,799 (223)
------ ------- ------
$ 995 $ (254) $3,264
====== ======= ======
</TABLE>

The difference between the provision for income taxes, as reported in the
Consolidated Statements of Operations, and the provision computed at the
statutory Federal rate of 34 percent is due primarily to state income taxes and
nondeductible amortization of the excess of purchase price over the net assets
acquired of $1.8 million, $2.1 million, and $2.1 million in the 44 weeks ended
July 3, 1999, and the 52 weeks ended August 29, 1998 and ended August 30, 1997,
respectively. In addition, the 1999 fiscal year provision was impacted by the
resolution of issues raised by the IRS regarding the Company's benefit plan.
(see note 8 to the consolidated financial statements).

Deferred income taxes result from differences between the financial
reporting and tax basis of the Company's assets and liabilities. The sources of
these differences and their

F-12
<PAGE> 119
LPA HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

cumulative tax effects at July 3, 1999 and August 29, 1998 are estimated as
follows (in thousands of dollars):

<TABLE>
<CAPTION>
JULY 3, AUGUST 29,
1999 1998
------- ----------
<S> <C> <C>
Current deferred taxes:
Accruals not currently deductible........................ $ 3,104 $ 3,768
Supplies................................................. (3,180) (2,411)
Prepaids and other....................................... (285) (233)
------- -------
Net current deferred tax assets (liabilities)......... $ (361) $ 1,124
======= =======
Noncurrent deferred taxes:
Unfavorable leases....................................... $ 1,543 $ 1,968
Insurance reserves....................................... 1,869 1,214
Reserve for closed academies............................. 1,089 1,552
Carryforward of net operating loss....................... 2,003 2,166
Property and equipment................................... 2,262 1,140
Intangible assets........................................ (172) (235)
Other.................................................... 289 301
------- -------
Net noncurrent deferred tax assets.................... $ 8,883 $ 8,106
======= =======
</TABLE>

The Company has federal net operating loss carryforwards to offset future
taxable income through the tax year 2012. Management believes that the deferred
tax assets recorded on the balance sheet are recoverable and no reserve is
required. As of July 3, 1999, only the income tax returns for tax years
subsequent to 1995 are open to examination.

6. LEASES

Academy facilities are leased for terms ranging from 15 to 20 years. The
leases provide renewal options and require the Company to pay utilities,
maintenance, insurance and property taxes. Some leases provide for annual
increases in the rental payment and many leases require the payment of
additional rentals if operating revenue exceeds stated amounts. These additional
rentals range from 2% to 10% of operating revenue in excess of the stated
amounts and are recorded as rental expense. Vehicles are also rented under
various lease agreements, most of which are cancelable within 30 days after a
one-year lease obligation. Substantially all Academy and vehicle leases are
operating leases. Rental expense for these leases was $39.1 million, $46.5
million, and $44.9 million, for the 44 weeks ended July 3, 1999, and the 52
weeks ended August 29, 1998 and August 30, 1997, respectively. Contingent rental
expense of $1.4 million, $1.4 million, and $1.5 million were included in rental
expense for the 44 weeks ended July 3, 1999, and the 52 weeks ended August 29,
1998 and August 30, 1997, respectively.

F-13
<PAGE> 120
LPA HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Aggregate minimum future rentals payable under facility leases as of July
3, 1999 were:

<TABLE>
<CAPTION>
FISCAL YEAR ENDING
- ------------------ (IN THOUSANDS OF DOLLARS)
<S> <C>
2000...................................................... $ 38,766
2001...................................................... 35,242
2002...................................................... 29,808
2003...................................................... 25,098
2004...................................................... 19,931
2005 and thereafter....................................... 48,019
--------
$196,864
========
</TABLE>

7. REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

As a result of the Recapitalization, the authorized stock of Parent, as of
July 3, 1999, consists of:

(i) 30,000 shares of Series A Redeemable Preferred Stock, $.01 par value,
(the preferred stock) all of which were issued and outstanding. The
carrying value of the preferred stock is being accreted to its
redemption value of $30.0 million on May 11, 2008. The preferred stock
is non-voting and mandatorily redeemable on May 11, 2008. Dividends at
12.0% are cumulative and if not paid on the June 30 or December 31
semi-annual preferred stock dividend dates are added to the
liquidation value. The liquidation value per share was $1,143.444 as
of July 3, 1999 and $1,036.558 as of August 29, 1998. The preferred
stock may be exchanged for 12.0% Subordinated Exchange Debentures due
2008, at Parent's option, subject to certain conditions, in whole, but
not in part, on any scheduled dividend payment date. The preferred
stock contains certain restrictive provisions that limit the ability
of Parent to pay cash dividends.

(ii) 950,000 shares of Class A Common Stock, $.01 par value, (the Class A
Common Stock) of which 560,026 shares were issued and outstanding as
of July 3, 1999.

(iii)20,000 shares of Class B Common Stock, $.01 par value, (the Class B
Common Stock) of which 20,000 shares were issued and outstanding as of
July 3, 1999. The Class B Common Stock votes together with the Class A
Common Stock as a single class, with the holder of each share of
common stock entitled to cast one vote. The holders of the Class B
Common Stock have the exclusive right, voting separately as a class,
to elect one member to the Board of Directors of Parent. Each share of
the Class B Common Stock is convertible at the option of the holder,
at any time, into one share of Class A Common Stock.

(iv) Warrants to purchase 42,180 shares of Class A Common Stock at a
purchase price of $.01 per share any time on or before May 11, 2008.
The Warrants were issued in connection with the sale of Series A
Redeemable Preferred Stock; the Company recognized a discount on the
preferred stock by allocating $5,645,000 to the Warrants representing
the fair value of the Warrants when issued.

F-14
<PAGE> 121
LPA HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

8. BENEFIT PLAN

The Company sponsors a defined contribution plan (the "Plan") for
substantially all employees. Until January 1, 1998 eligible participants could
make contributions to the Plan from 1% to 20% of their compensation (as
defined). The Company also made contributions at the discretion of the Board of
Directors. Contribution expense attributable to this Plan was $0.3 million, $0
million, and $0.4 million, for the 44 weeks ended July 3, 1999, and the 52 weeks
ended August 29, 1998 and August 30, 1997, respectively.

The Plan was under audit by the Internal Revenue Service ("IRS") which
raised several issues concerning the Plan's operation. All issues raised by the
IRS have been satisfactorily resolved and the impact was not material. However,
recognizing some inherent deficiencies in the Plan's design, the Company has
petitioned the IRS for the right to terminate the Plan effective May 31, 1999.

9. RELATED PARTY TRANSACTIONS

Management Consulting Agreement. The Company had entered into an agreement
for management consulting services (the "Management Consulting Agreement") with
Vestar Management Partners ("Vestar") pursuant to which Vestar made available to
the Company management consulting, corporate finance and investment advice for
which the Company paid an annual fee of $500,000. The agreement was terminated
on May 11, 1998.

Transactions with Certain Former Investors. In 1992, the Company entered
into a joint venture with Benesse Corp. ("Benesse"), formerly known as Fukutake
Publishing Company, Ltd. The Company agreed in principle to grant to Benesse
exclusive rights to develop and operate La Petite Academies in Japan. This
agreement expired in March 1998 and was not renewed. The Company was reimbursed
for all of its out-of-pocket expenses associated with assisting Benesse with the
pilot program. Benesse was a stockholder of Investment and certain former
directors of the Company were affiliates of Benesse until May 11, 1998.

10. CONTINGENCIES

The Company has litigation pending which arose in the ordinary course of
business. Litigation is subject to many uncertainties and the outcome of the
individual matters is not presently determinable. It is management's opinion
that this litigation will not result in liabilities that would have a material
adverse effect on the Company's financial statements.

11. EXTRAORDINARY LOSS

On May 11, 1998, the Company incurred a $5.5 million extraordinary loss
related (i) to the retirement of all of its then outstanding $85.0 million
principal amount of 9 5/8% Senior Notes due on 2001, (ii) the exchange of all
then outstanding shares of La Petite's Class A Preferred Stock for $34.7 million
in aggregate principal amount of La Petite's 12 1/8% Subordinated Exchange
Debentures due 2003 and (iii) the retirement of all the then outstanding
exchange debentures. The loss principally reflects interest and the write-off of
premiums and related deferred financing costs, net of applicable income tax
benefit.

F-15
<PAGE> 122
LPA HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. STOCK BASED COMPENSATION

From time to time, the Board of Directors of Investment in their sole
discretion, granted non-qualified stock options, with respect to the common
stock of Investment, to key executives of the Company. Options were granted
pursuant to an agreement at the time of grant, and typically become exercisable
in equal cumulative installments over a five-year period beginning one year
after the date of grant. All such options granted expire on the tenth
anniversary of the grant date. No market existed for the common stock of
Investment, but options were granted at prices that, in the opinion of the Board
of Directors, were equal to or greater than the fair value of the stock at the
time of grant.

Effective May 11, 1998, the Board of Directors of LPA Holding Corp. adopted
the "1998 Stock Option Plan" and a separate "Stock Option Agreement" with the
Chief Executive Officer (together the "Plans"). The Plans provide for the
granting of Tranche A and Tranche B options to purchase up to 60,074 shares of
the Company's common stock. Options to purchase 57,757 shares of the Company's
common stock have been granted. Tranche A options were granted at $66.92 per
share, which approximates the fair value of a share of common stock of the
Company at the date of grant. These options expire ten years from the date of
grant and become exercisable ratably over 48 months. Tranche B options were
granted at $133.83 per share, expire ten years from the date of grant and are
exercisable only in the event of a change in control or a registered public
offering of common stock which provides certain minimum returns (as defined).

Stock option transactions during the past three years have been as follows:

<TABLE>
<CAPTION>
STOCK OPTIONS ISSUED 1998 PLANS
PRIOR TO -------------------------------------------------
RECAPITALIZATION TRANCHE A TRANCHE B
----------------------- ----------------------- -----------------------
WEIGHTED AVG. WEIGHTED AVG. WEIGHTED AVG.
OPTIONS OPTION PRICE OPTIONS OPTION PRICE OPTIONS OPTION PRICE
------- ------------- ------- ------------- ------- -------------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding
at
August 31, 1996.... 76,294 $16.95
Granted............ 11,500 $35.00
Canceled........... 15,500 $18.00
------ ------
Options outstanding
at
August 30, 1997.... 72,294 $19.60
Granted............ 38,852 $66.92 13,205 $133.83
------ ------ ------ -------
Exercised.......... 51,577 $19.76
------ ------
Options outstanding
at
August 29, 1998.... 20,717 $19.19 38,852 $66.92 13,205 $133.83
Granted............ 4,500 $66.92 1,200 $133.83
------ ------ ------ -------
Options outstanding
at
July 3, 1999....... 20,717 $19.19 43,352 $66.92 14,405 $133.83
====== ====== ====== ====== ====== =======
</TABLE>

The Company accounts for all options in accordance with APB Opinion No. 25,
which requires compensation cost to be recognized only on the excess, if any,
between the fair value of the stock at the date of grant and the amount an
employee must pay to acquire the stock.

F-16
<PAGE> 123
LPA HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Under this method, no compensation cost has been recognized for stock options
granted. Had compensation cost for these options been recognized as prescribed
by SFAS No. 123, the Company's income (loss) would have been reduced by (in
thousands) $37 in 1999, $17 in 1998 and $19 in 1997. The Company is privately
owned and there is no market for its stock. The estimated compensation element
is based on the time value of money at the U.S. Treasury rates assuming that the
value of the stock will be at least equal to the grant price when fully
exercisable. The estimated compensation expense above is assumed to be amortized
over the vesting period.

13. SUBSEQUENT EVENTS

On July 21, 1999 the Company acquired all the outstanding shares of Bright
Start, Inc. ("Bright Start") for $9.3 million in cash and assumed approximately
$2.0 million in debt. Bright Start operates 43 preschools in the states of
Minnesota, Wisconsin, Nevada, and New Mexico. For the year ended August 31, 1998
Bright Start had operating revenue of $22.2 million and at August 31, 1998 total
assets were $5.1 million. The acquisition will be accounted for under the
purchase method of accounting.

On December 14, 1999, the Credit Agreement was amended to, among other
things, amend the financial covenants to reflect the Company's current and
projected operating plans.

On December 15, 1999, the Company issued an additional $15.0 million of
redeemable preferred stock and warrants to purchase an additional 3.0% of common
stock, on a fully-diluted basis, to Investor.

F-17
<PAGE> 124

LPA HOLDING CORP.

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
OCTOBER 23, JULY 3,
1999 1999
------------ ----------
(IN THOUSANDS OF DOLLARS,
EXCEPT PER SHARE DATA)
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents................................. $ 4,881 $ 4,572
Restricted cash investments............................... 974 1,218
Accounts and notes receivable, net........................ 10,848 8,077
Prepaid food and supplies................................. 8,614 7,884
Other prepaid expenses.................................... 3,545 5,850
Refundable income taxes................................... 185 192
--------- ---------
Total current assets................................ 29,047 27,793
Property and equipment, at cost:
Land...................................................... 6,120 6,120
Buildings and leasehold improvements...................... 80,417 77,197
Equipment................................................. 22,893 20,451
Facilities under construction............................. 3,280 15,261
--------- ---------
112,710 119,029
Less accumulated depreciation............................. 51,823 48,310
--------- ---------
Net property and equipment.......................... 60,887 70,719
Other assets (Note 3)....................................... 70,735 61,780
Deferred income taxes....................................... 10,950 8,883
--------- ---------
$ 171,619 $ 169,175
========= =========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Overdrafts due banks...................................... $ 3,803 $ 7,450
Accounts payable.......................................... 10,460 7,972
Current reserve for closed schools........................ 1,313 1,366
Current maturities of long-term debt and capital lease
obligations............................................. 2,301 2,187
Accrued salaries, wages and other payroll costs........... 12,310 11,903
Accrued insurance liabilities............................. 2,550 2,389
Accrued property and sales taxes.......................... 4,945 3,749
Accrued interest payable.................................. 6,895 2,388
Other current liabilities................................. 4,049 11,199
Current deferred income taxes............................. 767 361
--------- ---------
Total current liabilities........................... 49,393 50,964
Long-term debt and capital lease obligations (Note 4)....... 197,567 187,999
Other long-term liabilities (Note 5)........................ 8,647 11,085
Series A 12% redeemable preferred stock ($.01 par value per
share); 30,000 shares authorized, issued and outstanding
at aggregate liquidation preference of $1,185.164 as of
October 23, 1999, and $1,143.444 as of July 3, 1999....... 30,735 29,310
Stockholders' deficit:
Class A common stock ($.01 par value per share); 950,000
shares authorized and 560,026 shares issued and
outstanding as of October 23, 1999 and July 3, 1999..... 6 6
Class B common stock ($.01 par value per share); 20,000
shares authorized, issued and outstanding as of October
23, 1999 and July 3, 1999...............................
Common stock warrants..................................... 5,645 5,645
Accumulated deficit....................................... (120,374) (115,834)
Total stockholders' deficit......................... (114,723) (110,183)
--------- ---------
$ 171,619 $ 169,175
========= =========
</TABLE>

See notes to consolidated financial statements.

F-18
<PAGE> 125

LPA HOLDING CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

SIXTEEN WEEKS ENDED OCTOBER 23, 1999 AND OCTOBER 24, 1998

<TABLE>
<CAPTION>
OCTOBER 23, OCTOBER 24,
1999 1998
----------- -----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
Operating revenue....................................... $108,365 $96,743
Operating expenses:
Salaries, wages and benefits.......................... 60,110 51,428
Facility lease expense................................ 14,422 12,205
Depreciation.......................................... 4,246 4,160
Amortization of goodwill and other
intangibles........................................... 492 336
Other................................................. 27,672 24,632
-------- -------
106,942 92,761
-------- -------
Operating income........................................ 1,423 3,982
-------- -------
Interest expense........................................ 6,236 6,014
Interest income......................................... (37) (80)
-------- -------
Net interest costs............................ 6,199 5,934
-------- -------
Loss before income taxes................................ (4,776) (1,952)
Benefit for income taxes................................ (1,661) (562)
-------- -------
Net loss...................................... $ (3,115) $(1,390)
======== =======
</TABLE>

See notes to consolidated financial statements.

F-19
<PAGE> 126

LPA HOLDING CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

SIXTEEN WEEKS ENDED OCTOBER 23, 1999 AND OCTOBER 24, 1998

<TABLE>
<CAPTION>
OCTOBER 23, OCTOBER 24,
1999 1998
----------- -----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss............................................... $ (3,115) $(1,390)
Adjustments to reconcile net loss to net cash from
(used for) operating activities.....................
Depreciation and amortization....................... 5,028 4,757
Deferred income taxes............................... (1,661) (535)
Changes in assets and liabilities:
Accounts and notes receivable..................... (2,468) (950)
Prepaid expenses and supplies..................... 2,267 1,039
Accrued property and sales taxes.................. 1,153 981
Accrued interest payable.......................... 4,507 4,428
Accounts payable and other accrued liabilities.... (4,944) 665
Other changes in assets and liabilities, net...... (1,650) 226
-------- -------
Net cash from (used for) operating
activities.................................. (883) 9,221
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Bright Start net of cash acquired......... (10,020)
Capital expenditures..................................... (15,186) (6,485)
Proceeds from sale of assets............................. 22,390 4,166
-------- -------
Net cash used for investing activities......... (2,816) (2,319)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt and capital lease
obligations............................................ (10,589) (328)
Borrowings under the Revolving Credit Agreement.......... 18,000
Deferred financing costs and stock offering expenses..... (175)
Reduction in bank overdrafts............................. (3,647) (579)
Decrease (increase) in restricted cash investments....... 244 (844)
-------- -------
Net cash from (used for) financing
activities.................................. 4,008 (1,926)
-------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS................ 309 4,976
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD......... 4,572 4,820
-------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD............... $ 4,881 $ 9,796
======== =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of amounts capitalized).................. $ 1,482 $ 1,338
Income taxes........................................... 1 4
Cash received during the period for:
Interest............................................... $ 34 $ 87
Income taxes........................................... 35 372
NON-CASH INVESTING AND FINANCING ACTIVITIES
Capital lease obligations of $34,000 were incurred during
the 16 weeks ended October 23, 1999 and $291,000 during
the 16 weeks ended October 24, 1998, when the Company
entered into leases for new computer equipment.........
</TABLE>

See notes to consolidated financial statements.

F-20
<PAGE> 127

LPA HOLDING CORP.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND MERGER

On March 17, 1998, LPA Investment LLC (the Investor), a Delaware limited
liability company owned by an affiliate of Chase Capital Partners (CCP) and by
an entity controlled by Robert E. King, a director of La Petite, and Investment,
which was renamed LPA Holding Corp. (Parent), entered into an Agreement and Plan
of Merger pursuant to which a wholly owned subsidiary of the Investor was merged
into Parent (the Recapitalization). In the Recapitalization (i) all of the then
outstanding shares of preferred stock and common stock of Investment (other than
the shares of common stock retained by Vestar/LPT Limited Partnership and
management of La Petite) owned by the existing stockholders of Investment (the
Existing Stockholders) were converted into cash. As part of the
Recapitalization, the Investor purchased $72.5 million (less the value of
options retained by management) of common stock of the Parent (representing
approximately 74.5% of the common stock of Parent on a fully diluted basis) and
$30 million of redeemable preferred stock of Parent (collectively, the Equity
Investment). In addition, in connection with the purchase of preferred stock of
Parent, the Investor received warrants to purchase up to 6.0% of Parent's common
stock on a fully diluted basis (resulting in an aggregate fully diluted
ownership of 80.5% of the common stock of Parent). The Recapitalization was
completed May 11, 1998.

Parent, consolidated with La Petite and Services, is referred to herein as
the Company.

On July 21, 1999 the Company acquired all the outstanding shares of Bright
Start, Inc. ("Bright Start"). See note 7 to the consolidated financial
statements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

INTERIM FINANCIAL REPORTING -- The consolidated financial statements
included herein have been prepared by the Company, without audit, pursuant to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these consolidated financial
statements be read in conjunction with the consolidated financial statements and
the notes thereto included in the Annual Report of La Petite on Form 10-K for
the fiscal year ended July 3, 1999.

F-21
<PAGE> 128

LPA HOLDING CORP.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company utilizes a 52-week fiscal year ending on the first Saturday in
July composed of 13 four-week periods. The first quarter contains four such
periods or 16 weeks and each remaining quarter contains 3 periods or 12 weeks.

The consolidated financial statements include the accounts of Investment
and its wholly-owned subsidiary, La Petite and its wholly-owned subsidiaries
Services and Bright Start after elimination of all significant inter-company
accounts and transactions.

The information included in these interim consolidated financial statements
reflects all normal recurring adjustments which are, in the opinion of
management, necessary to fairly state the Company's financial position and the
results of its operations for the periods presented.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Certain reclassifications to prior year amounts have been made in order to
conform to the current year presentation.

3. OTHER ASSETS

<TABLE>
<CAPTION>
OCTOBER 23, 1999 JULY 3, 1999
---------------- ------------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
Intangible assets:
Excess purchase price over net assets acquired.... $ 74,377 $ 64,277
Curriculum........................................ 1,497 1,497
Accumulated amortization.......................... (14,614) (13,746)
-------- --------
61,260 52,028
Deferred financing costs............................ 8,423 8,423
Accumulated amortization............................ (1,379) (1,088)
Other assets........................................ 2,431 2,417
-------- --------
$ 70,735 $ 61,780
======== ========
</TABLE>

F-22
<PAGE> 129

LPA HOLDING CORP.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

<TABLE>
<CAPTION>
OCTOBER 23, 1999 JULY 3, 1999
---------------- ------------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
Senior Notes, 10.0% due May 15, 2008................ $145,000 $145,000
Borrowings under credit agreement................... 53,000 43,250
Capital lease obligations........................... 1,868 1,936
-------- --------
199,868 190,186
Less current maturities of long-term debt and
capital lease obligations......................... (2,301) (2,187)
-------- --------
$197,567 $187,999
======== ========
</TABLE>

5. OTHER LONG-TERM LIABILITIES

<TABLE>
<CAPTION>
OCTOBER 23, 1999 JULY 3, 1999
---------------- ------------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
Unfavorable lease, net of accumulated
amortization........................................ $3,419 $ 3,800
Non-current reserve for closed schools.............. 1,886 2,681
Long-term insurance liabilities..................... 3,342 4,604
------ -------
$8,647 $11,085
====== =======
</TABLE>

6. COMMITMENTS AND CONTINGENCIES

7. ACQUISITIONS

On July 21, 1999 the Company acquired all the outstanding shares of Bright
Start, Inc. ("Bright Start") for $9.3 million in cash and assumed approximately
$2.0 million in debt. At the time of the acquisition, Bright Start operated 43
preschools in the states of Minnesota, Wisconsin, Nevada, and New Mexico with
one new school under construction. For the year ended August 31, 1998, Bright
Start had operating revenue of $22.2 million and at August 31, 1998 total assets
were $5.1 million. The acquisition was accounted for as a purchase, and
accordingly, the purchase price has been allocated to the fair value of net
assets acquired and resulted in a preliminary allocation to goodwill of $10.1
million which is being amortized on a straight-line basis over 20 years. Such
allocations are preliminary in nature, pending the outcome of a detailed
analysis being performed by the Company of the assets and liabilities acquired.
The Company's financial statements reflect the results of operations during the
period subsequent to July 21, 1999. On a unaudited pro-forma basis assuming the
acquisition had occurred at the beginning of the respective periods, the
Company's operating revenue for the 16 weeks ended October 23, 1999 and October
24, 1998 would have been $108.4 million

F-23
<PAGE> 130

LPA HOLDING CORP.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and $103.5 million respectively and the Company's net loss for the 16 weeks
ended October 23, 1999 and October 24, 1998 would have been $3.1 million and
$1.6 million respectively.

8. SUBSEQUENT EVENTS

On December 14, 1999, the Credit Agreement was amended to, among other
things, amend the financial covenants to reflect the Company's current and
projected operating plans.

On December 15, 1999, the Company issued an additional $15.0 million of
redeemable preferred stock and warrants to purchase an additional 3.0% of common
stock, on a fully-diluted basis, to Investor.

F-24
<PAGE> 131

REPORT OF INDEPENDENT AUDITORS

The Board of Directors

Bright Start, Inc.

We have audited the balance sheets of Bright Start, Inc. as of August 31,
1998 and 1997, and the related statements of operations, shareholders' equity,
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Bright Start, Inc. at August
31, 1998 and 1997, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

Ernst & Young LLP

October 9, 1998

F-25
<PAGE> 132

BRIGHT START, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
JUNE 30, AUGUST 31, AUGUST 31,
1999 1998 1997
----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents................................. $ 235,242 $ 627,972 $ 104,714
Accounts receivable, less allowance of $17,600 and $20,000
in 1998 and 1997, respectively.......................... 609,701 545,594 402,530
Prepaid expenses.......................................... 301,753 320,742 278,144
----------- ----------- -----------
Total current assets................................ 1,146,696 1,494,308 785,388
----------- ----------- -----------
Equipment and leasehold improvements, at cost:
Vehicles.................................................. 856,474 815,474 767,336
Office furniture and equipment............................ 456,011 395,644 370,725
Equipment and fixtures.................................... 510,474 461,030 428,208
Movable furnishings....................................... 1,323,370 1,273,302 1,225,605
Outdoor playground equipment.............................. 982,549 981,079 937,910
Learning equipment........................................ 508,995 488,550 488,989
Leasehold improvements.................................... 451,937 430,928 368,223
Playground improvements................................... 47,777 23,577 10,239
----------- ----------- -----------
5,137,587 4,869,584 4,597,235
Less accumulated depreciation and amortization............ 3,083,890 2,588,069 1,953,083
----------- ----------- -----------
2,053,697 2,281,515 2,644,152
Intangibles and other assets:
Organization and acquisition costs, net of amortization of
$511,831 and $487,314 at 1998 and 1997, respectively.... 11,243 20,564 45,081
Goodwill, net of amortization of $2,183,793 and $2,149,726
at 1998 and 1997, respectively.......................... 1,223,933 1,252,322 1,286,389
Deferred debt costs, net of amortization of $25,791 at
1997.................................................... -- -- 49,003
Other assets.............................................. 106,292 91,160 84,366
----------- ----------- -----------
1,341,468 1,364,046 1,464,839
----------- ----------- -----------
Total assets........................................ $4,541,861 $ 5,139,869 $ 4,894,379
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Current maturities of long-term debt...................... $ 172,339 $ 211,444 $ 225,148
Line of credit............................................ 150,000 -- 295,000
Note payable, shareholders................................ -- -- 200,000
Accounts payable.......................................... 111,026 328,957 382,294
Accrued salaries and related expenses..................... 657,773 760,699 525,074
Other accrued expenses.................................... 143,189 177,367 186,213
Advance tuition........................................... 308,080 353,902 122,862
----------- ----------- -----------
Total current liabilities........................... 1,542,407 1,832,369 1,936,591
Deferred rent............................................... 11,577 16,402 22,193
Long-term debt, less current maturities..................... 265,474 345,029 503,085
Subordinated debt........................................... 1,649,842 -- 1,346,904
----------- ----------- -----------
Total liabilities................................... 3,469,300 2,193,800 3,808,773
Commitments
Shareholders' equity:
Preferred Stock, Series A, par value $.01; authorized,
issued and outstanding shares -- 0 in 1998 and 770,000
in 1997................................................. -- -- 7,700
Preferred Stock, Series B, par value $.01; authorized
shares -- 1,000,000; issued and outstanding shares -- 0
in 1998 and 833,333 in 1997............................. -- -- 8,333
Preferred Stock, Series C, par value $.01; authorized,
issued and outstanding shares -- 519,063 -- 1998 and
1997.................................................... -- 5,191 5,191
Preferred Stock, Series D, par value $.01; authorized,
issued and outstanding shares -- 0 in 1998 and 250,000
in 1997................................................. -- -- 2,500
Common Stock, par value $.01 per share; authorized
shares -- 12,460,937, issued and outstanding
shares -- 3,379,821 in 1998 and 326,000 in 1997......... 33,898 33,798 3,260
Additional paid-in capital................................ 5,995,816 8,160,176 5,115,204
Retained earnings (deficit)............................... (4,957,153) (5,253,096) (4,056,582)
----------- ----------- -----------
1,072,561 2,946,069 1,085,606
----------- ----------- -----------
Total liabilities and shareholders' equity.......... $4,541,861 $ 5,139,869 $ 4,894,379
=========== =========== ===========
</TABLE>

See accompanying notes.

F-26
<PAGE> 133

BRIGHT START, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31
44 WEEKS ENDED -------------------------
JUNE 30, 1999 1998 1997
-------------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C>
Revenues:
Tuition............................. $18,308,469 $21,493,210 $18,843,413
U.S. Department of Agriculture
subsidy.......................... 356,773 340,930 286,462
Registration........................ 171,338 232,897 234,810
Other............................... 91,958 148,366 140,284
----------- ----------- -----------
18,928,538 22,215,403 19,504,969
----------- ----------- -----------
Operating expenses:
Payroll and related expenses........ 10,336,254 11,350,629 10,150,638
Rent................................ 3,189,530 3,728,105 3,460,908
Other center operating expenses..... 3,575,282 4,144,325 3,805,696
General and administrative.......... 908,567 1,814,730 1,598,366
Depreciation and amortization....... 544,088 743,999 779,978
----------- ----------- -----------
18,553,721 21,781,788 19,795,586
----------- ----------- -----------
Income (loss) from operations......... 374,817 433,615 (290,617)
Other income (expense)................ 9,482 (1,051) 1,423
Interest expense...................... (69,536) (174,370) (261,578)
----------- ----------- -----------
Income (loss) before debt conversion
expense and income taxes............ 314,763 258,194 (550,772)
Debt conversion expense............... -- (983,947) --
----------- ----------- -----------
Income (loss) before income taxes..... 314,763 (725,753) (550,772)
Income tax expense.................... 981 1,075 978
----------- ----------- -----------
Net income (loss)........... $ 313,782 $ (726,828) $ (551,750)
=========== =========== ===========
</TABLE>

See accompanying notes.

F-27
<PAGE> 134

BRIGHT START, INC.

STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
PREFERRED STOCK
----------------------------------------------------------
SERIES A SERIES B SERIES C
------------------ ------------------ ----------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
-------- ------- -------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
Balance August 31, 1995....... 770,000 $ 7,700 833,333 $ 8,333 519,063 $5,191
Exercise of stock options... -- -- -- -- -- --
Accretion of Series C stock
to
redemption value......... -- -- -- -- -- --
Net loss.................... -- -- -- -- -- --
-------- ------- -------- ------- ------- ------
Balance August 31, 1996....... 770,000 7,700 833,333 8,333 519,063 5,191
Exercise of stock options... -- -- -- -- -- --
Accretion of Series C stock
to redemption value...... -- -- -- -- -- --
Discount on subordinated
debt..................... -- -- -- -- -- --
Net loss.................... -- -- -- -- -- --
-------- ------- -------- ------- ------- ------
Balance August 31, 1997....... 770,000 7,700 833,333 8,333 519,063 5,191
Exercise of stock options... -- -- -- -- -- --
Accretion of Series C stock
to redemption value...... -- -- -- -- --
Conversion of preferred
stock to common stock.... (770,000) (7,700) (833,333) (8,333) --
Conversion of subordinated
debt to common stock..... -- -- -- -- -- --
Conversion of shareholder
notes payable to common
stock.................... -- -- -- -- -- --
Net loss.................... -- -- -- -- -- --
-------- ------- -------- ------- ------- ------
Balance August 31, 1998....... -- $ -- -- $ -- 519,063 $5,191
======== ======= ======== ======= ======= ======
</TABLE>

See accompanying notes.

F-28
<PAGE> 135

BRIGHT START, INC.

STATEMENT OF SHAREHOLDERS EQUITY (CONTINUED)

<TABLE>
<CAPTION>
PREFERRED STOCK
------------------
SERIES D COMMON SHARES ADDITIONAL RETAINED
------------------ ------------------- PAID-IN EARNINGS
SHARES AMOUNT SHARES AMOUNT CAPITAL (DEFICIT) TOTAL
-------- ------- --------- ------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance August 31,
1995..................... 250,000 $ 2,500 296,472 $ 2,965 $4,260,142 $ (898,466) $ 3,388,365
Exercise of stock
options.............. -- -- 26,528 265 22,412 -- 22,677
Accretion of Series C
stock to redemption
value................ -- -- -- -- 30,936 (30,936) --
Net loss............... -- -- -- -- -- (2,544,494) (2,544,494)
-------- ------- --------- ------- ---------- ----------- -----------
Balance August 31,
1996................... 250,000 2,500 323,000 3,230 4,313,490 (3,473,896) 866,548
Exercise of stock
options.............. -- -- 3,000 30 2,970 -- 3,000
Accretion of Series C
stock to redemption
value................ -- -- -- -- 30,936 (30,936) --
Discount on
subordinated debt.... -- -- -- -- 767,808 -- 767,808
Net loss............... -- -- -- -- -- (551,750) (551,750)
-------- ------- --------- ------- ---------- ----------- -----------
Balance August 31,
1997................... 250,000 2,500 326,000 3,260 5,115,204 (4,056,582) 1,085,606
Exercise of stock
options.............. -- -- 25,709 257 15,950 -- 16,207
Accretion of Series C
stock to redemption
value................ -- -- -- -- 30,936 (30,936) --
Conversion of preferred
stock to common
stock................ (250,000) (2,500) 2,048,333 20,483 436,800 (438,750) --
Conversion of
subordinated debt to
common stock......... -- -- 888,889 8,889 2,357,690 -- 2,366,579
Conversion of
shareholder notes
payable to common
stock................ -- -- 90,890 909 203,596 -- 204,505
Net loss............... -- -- -- -- -- (726,828) (726,828)
-------- ------- --------- ------- ---------- ----------- -----------
Balance August 31,
1998................... -- $ -- 3,379,821 $33,798 $8,160,176 $(5,253,096) $ 2,946,069
======== ======= ========= ======= ========== =========== ===========
</TABLE>

F-29
<PAGE> 136

BRIGHT START, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31
44 WEEKS ENDED ----------------------
JUNE 30, 1999 1998 1997
-------------- ---------- ---------
(UNAUDITED)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss).............................. $ 313,782 $ (726,828) $(551,750)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation............................... 506,377 681,820 669,355
Amortization............................... 37,710 62,184 109,697
Debt conversion expense.................... -- 983,947 --
Deferred rent.............................. (4,825) (5,791) (5,790)
Non-cash interest.......................... -- 81,131 123,051
Loss on disposal of fixed assets........... 5,685 20,241 2,297
Changes in operating assets and
liabilities:
Accounts receivable..................... (64,107) (143,064) (74,186)
Prepaid expenses and other assets....... 3,857 (49,392) 24,804
Accounts payable........................ (217,931) (53,337) 32,004
Accrued expenses........................ (137,104) 249,284 (28,506)
Advance tuition......................... (45,822) 231,040 25,667
--------- ---------- ---------
Net cash provided by operating
activities.......................... 397,622 1,331,235 326,643
INVESTING ACTIVITIES
Purchase of equipment and leasehold
improvements, net............................ (284,244) (339,424) (577,495)
--------- ---------- ---------
Net cash used in investing activities.......... (284,244) (339,424) (577,495)
FINANCING ACTIVITIES
Principal payments on long-term debt........... (741,390) (240,738) (208,526)
Proceeds from issuance of long-term debt....... 72,782 68,978 92,709
Proceeds from issuance of shareholder loans.... -- -- 200,000
Principal payments on shareholder loans........ -- (18,000) --
Proceeds from exercise of stock options........ 12,500 16,207 --
Proceeds from line of credit................... 150,000 -- 270,000
Principal payments on line of credit........... -- (295,000) (250,000)
--------- ---------- ---------
Net cash (used in) provided by financing
activities................................... (506,108) (468,553) 104,183
--------- ---------- ---------
Increase (decrease) in cash and cash
equivalents.................................. (392,730) 523,258 (146,669)
Cash and cash equivalents at beginning of
year......................................... 627,972 104,714 251,383
--------- ---------- ---------
Cash and cash equivalents at end of year....... $ 235,242 $ 627,972 $ 104,714
========= ========== =========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES
Conversion of convertible subordinated debt,
net of discount, to common stock............. $ -- $1,425,402 $ --
Conversion of shareholder loan plus related
accrued interest to common stock............. -- 204,505 --
Conversion of Series A, B, and D Preferred
Stock to common stock........................ -- 18,533 --
Conversion of Series C Preferred Stock to
Subordinated debt............................ 2,199,789
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Cash paid for interest......................... $ 46,106 $ 89,025 $ 163,179
Cash paid for income taxes..................... 981 1,075 678
</TABLE>

See accompanying notes.

F-30
<PAGE> 137

BRIGHT START, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 1998 AND 1997

1. DESCRIPTION OF BUSINESS

Bright Start, Inc. (the Company) owns and operates forty-one child care
centers located in Minnesota, Wisconsin, Nevada and New Mexico and three
kindergarten through fifth grade elementary schools in New Mexico. The Company
is subject to the regulatory requirements for child care centers in the various
states in which they operate and provides educationally-based early childhood
programs for infants through kindergarten. It also operates programs for care of
school-age children before and after their regular school day.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited financial statements have been prepared
according to generally accepted accounting principles for interim financial
information and include all adjustments, consisting of normal recurring
accruals, which, in the opinion of management, are necessary for a fair
presentation of financial position, results of operations and cash flows.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
Results of operations for interim periods are not necessarily indicative of
results to be expected for a full year.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.

EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Equipment and leasehold improvements are stated at cost and are depreciated
using accelerated and straight-line methods over the following estimated useful
lives:

<TABLE>
<CAPTION>
YEARS
-------
<S> <C>
Vehicles.................................................... 5-8
Office furniture and equipment.............................. 5-7
Equipment and fixtures...................................... 7
Movable furnishings......................................... 5-7
Outdoor playground equipment................................ 7-10
Learning equipment.......................................... 3-5
Leasehold improvements...................................... 10-31 1/2
Playground improvements..................................... 3
</TABLE>

INTANGIBLE ASSETS

Intangible assets consist of acquisition and organization costs and
goodwill. Acquisition and organization costs are amortized on a straight-line
basis over five years and goodwill is amortized on a straight-line basis over 40
years.

F-31
<PAGE> 138

BRIGHT START, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Deferred debt costs were amortized using the interest method at a rate of
9.75% until March 31, 1998 at which time the unamortized balance was expensed
due to the conversion of the related subordinated debt to common stock (see Note
5).

IMPAIRMENT OF LONG-LIVED ASSETS

The Company will record impairment losses on long-lived assets used in
operations when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount.

GROSS RECEIPTS TAX

The Company pays an average gross receipts tax of approximately 5.5% on
gross revenues in New Mexico. This tax is netted against tuition revenue in the
accompanying income statement.

INCOME TAXES

The Company accounts for income taxes using the liability method. Deferred
income taxes are provided for temporary differences between financial reporting
and tax bases of assets and liabilities.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from the estimates.

STOCK-BASED COMPENSATION

The Company has adopted the disclosure-only provisions of FASB Statement
No. 123, Accounting for Stock-Based Compensation (Statement 123), but applies
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB 25), and related interpretations in accounting for its stock
plans. Under APB 25, when the exercise price of stock options equals the market
price of the underlying stock on the date of grant, no compensation expense is
recognized.

RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform with the
current year presentation.

3. LINE OF CREDIT

The Company has a Revolving Credit Agreement (the Credit Line) with U.S.
Bank, N.A. (formerly First Bank, N.A.) (the Bank) to make loans to the Company
of up to

F-32
<PAGE> 139

BRIGHT START, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

$300,000 through January 31, 1999. The Credit Line is secured by all available
assets of the Company and a full personal guaranty by the Company's Chief
Executive Officer. Interest on the outstanding balance is due monthly at a rate
of 1.5% over the Bank's reference rate (10.0% at August 31, 1998). There was no
outstanding balance under the credit line at August 31, 1998.

The Credit Line contains certain financial and non-financial covenants. The
Company was in compliance with all covenants at August 31, 1998.

4. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Note payable for purchase of child care centers in
Wisconsin, payable in quarterly installments of $10,417 to
October 2000 plus interest at the lesser of 1% above
Firstar Bank base rate or 8%, collateralized by assets
purchased................................................. $ 52,083 $ 93,750
Note payable for purchase of child care centers in Nevada,
payable in quarterly installments of $10,592, to June
1999, including interest at 9%, unsecured............... 19,162 68,768
Note payable for purchase of Wee Care Learning Center in
Nevada, payable in quarterly installments of $3,125 to
April 1999 plus interest at 8%, unsecured............... 9,375 21,875
Note payable for purchase of Wee Wonder Child Care Center
in Nevada, payable in quarterly installments of $4,375
to February 1999 plus interest at 7.5%, collateralized
by assets purchased..................................... 8,750 26,250
Note payable for purchase of Kurious Kids Academy in
Wisconsin, payable in quarterly installments of $9,286
to March 2003 plus interest at 8%, collateralized by
assets purchased........................................ 176,429 213,572
Capitalized lease agreement for equipment related to newly
developed centers from FBS Business Financial
Corporation, payable in monthly installments of $4,183
to August 2001, including interest at 10.58%,
collateralized by leased assets......................... 127,440 162,111
Capitalized lease agreement for computer equipment from
GreatAmerica Leasing Corporation, payable in monthly
installments of $474 to February 2001, including
interest at 12.18%, collateralized by leased assets..... 13,231 --
Loans payable for vehicles purchased, payable in monthly
installments from $355 to $536 including interest
ranging from 9.75% to 14.99%, expiring through February
16, 2002, collateralized by vehicles purchased.......... 150,003 141,907
-------- --------
556,473 728,233
Less current maturities................................... 211,444 225,148
-------- --------
Total long-term debt............................ $345,029 $503,085
======== ========
</TABLE>

F-33
<PAGE> 140

BRIGHT START, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Future maturities of long-term debt are as follows:

<TABLE>
<S> <C>
Year ending August 31:
1999...................................................... $211,444
2000...................................................... 146,202
2001...................................................... 126,904
2002...................................................... 44,066
2003...................................................... 27,857
--------
$556,473
========
</TABLE>

5. CONVERTIBLE SUBORDINATED DEBT

On March 31, 1995 the Company issued a $2,000,000 convertible subordinated
note (the Note). The proceeds from the Note issuance were used to complete the
New Mexico acquisition in 1995. Deferred debt costs of $74,794 were capitalized
and amortized using the interest method. The original Note was convertible into
300,000 shares of Common Stock at $6.667 per share. Effective October 1, 1996
the Company negotiated an amendment with the issuer that waived all future
interest payments in exchange for reducing the initial conversion price to $4.25
per share. As a result of the amended conversion price the Note became
convertible into 470,588 shares of Common Stock. A discount on the Note of
approximately $768,000 was recorded during 1997 to reflect the present value of
the principal payments. This discount was being amortized to interest expense
over the remaining life of the Note. During 1998, noncash interest on the
amortization of the discount of $78,498 was recorded.

On March 31, 1998, the Note was converted at the option of the issuer in
exchange for a new lower conversion price of $2.25 per share. As a result of the
conversion, 888,889 shares of voting common stock were issued and debt
conversion expense of $941,177 was recorded to reflect the 418,301 additional
shares issued over the contractual amount at the new conversion price of $2.25
per share. The remaining unamortized balance of the related deferred debt costs
in the amount of $42,770 was also written off to debt conversion expense.

6. PREFERRED STOCK

SERIES A AND B PREFERRED STOCK

The Company had issued and outstanding 770,000 shares of Series A Preferred
and 833,333 shares of Series B Preferred Stock. The shares were convertible into
voting common shares of the Company at any time at the option of the
shareholders on a one-for-one basis. On March 31, 1998, all Series A and Series
B Preferred Stock was converted into voting common stock at the option of the
shareholders at the stated conversion price. As a result of the conversion,
1,603,333 additional shares of common stock were issued.

SERIES C PREFERRED STOCK

In conjunction with the New Mexico acquisition in 1995, the Company issued
519,063 shares of Series C Preferred Stock. The shares are convertible into
voting common shares of the Company at any time at the option of the
shareholders on a one-for-one basis but are automatically converted into common
shares pursuant to the filing of a registration

F-34
<PAGE> 141

BRIGHT START, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

statement. The Series C shares are redeemable at the option of the Company any
time between April 1, 1999 and March 31, 2002 and before the Series A and B
Preferred shares. The stock was valued at $4.00 per share and contains a put
option which entitles the shareholders to redeem their shares at a price of
$4.238 per share no earlier than April 1, 1999. If the shareholders elect this
redemption, the amount shall be paid in four equal annual installments of
$550,000 plus interest beginning April 1, 1999. Prior to the redemption date,
the Company will reduce retained earnings and increase additional paid-in
capital to increase the value of the Series C shares to their put value at the
earliest redemption date. The amount of this adjustment in 1998 was $30,936.

SERIES D PREFERRED STOCK

The Company had issued and outstanding 250,000 shares of Series D Preferred
Stock at $4.00 per share. The shares were convertible into voting common shares
of the Company at any time at the option of the shareholders on a one-for-one
basis. On March 31, 1998, the Series D Preferred Stock was converted into voting
common stock at the option of the shareholders in exchange for a new lower
conversion rate of 1.78 shares of common stock for each share of Series D
Preferred, or $2.25 per share. As a result of the conversion, 445,000 additional
shares of common stock were issued and a preferred stock dividend of $438,750
was recorded as a direct charge to retained earnings to reflect the 195,000
additional shares issued over the contractual amount at the new conversion price
of $2.25 per share.

7. STOCK OPTIONS

The Company, in the years prior to 1994, issued incentive and non-qualified
stock options to directors and stockholders. In 1994, the Board of Directors
established a stock option plan under which 210,000 shares of Common Stock were
reserved for issuance to employees, officers and directors. In 1998, the Board
of Directors authorized an additional 75,000 shares of Common Stock to be
reserved for issuance under the Plan

Non-qualified options are granted at a price approved by the Board of
Directors. Incentive stock options are granted at a price determined by the
Board of Directors which is required to be at least the fair market value of the
Common Stock of the Company on the date of grant. Stock options are exercisable
in increments defined by each agreement with the option holder and generally
expire ten years from the grant date.

F-35
<PAGE> 142

BRIGHT START, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes the options to purchase shares of the
Company's Common Stock under the Company's stock option plans:

<TABLE>
<CAPTION>
WEIGHTED
SHARES AVAILABLE OPTIONS AVERAGE PRICE PER
FOR GRANT OUTSTANDING SHARE
---------------- ----------- -----------------
<S> <C> <C> <C>
Balance at August 31, 1996.......... 32,500 226,418 $1.11
Granted........................... (7,000) 7,000 1.25
Exercised......................... -- (3,000) 1.00
Canceled.......................... 6,500 (6,500) 1.25
------- -------
Balance at August 31, 1997.......... 32,000 223,918 1.11
Reserved.......................... 75,000 --
Granted........................... (84,000) 84,000 1.29
Exercised......................... -- (25,709) .63
Canceled.......................... 12,000 (12,000) 1.25
------- -------
Balance at August 31, 1998.......... 35,000 270,209 $1.20
======= =======
</TABLE>

The options are exercisable over a four-year vesting period and expire 10
years after the grant date. At August 31, 1998 and 1997, options to purchase
170,834 and 169,168 shares of common stock are exercisable, respectively, at
weighted average exercise prices of $1.16 and $1.06, respectively. The weighted
average remaining contractual life of options outstanding at August 31, 1998 and
1997 was 6.96 and 6.78 years, respectively.

FASB Statement 123 requires that the pro forma impact on the Company's net
loss be disclosed as if the Company had accounted for its employee stock options
under the fair value method of Statement 123. The pro forma impact was not
material for 1998 and 1997.

8. OPERATING LEASES

The Company leases its facilities under operating leases. In addition to
the base rent, the majority of the leases provide for payment of various
operating costs. The leases expire on various dates to July 2017. Certain leases
contain options to renew. The Company also rents corporate office space in St.
Paul, Minnesota under terms of an operating lease agreement which expires in
January 1999. The lease payments for the majority of the New Mexico Centers are
secured by the assets of those centers. Future minimum payments on the
noncancelable operating leases are as follows:

<TABLE>
<S> <C>
Year ending August 31:
1999...................................................... $ 3,618,971
2000...................................................... 3,618,586
2001...................................................... 3,565,102
2002...................................................... 3,452,733
2003...................................................... 3,313,597
Thereafter.................................................. 19,481,169
</TABLE>

F-36
<PAGE> 143

BRIGHT START, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

Minimum lease payments for operating leases shown above do not include
contingent rentals which are based on increases in the Consumer Price Index.
Rent expensed for the years ended August 31, 1998 and 1997 was $3,779,290 and
$3,510,689, respectively. Of the 1998 amount, $940,300 was paid to New Vistas
Investment Corporation (NVIC), in which a current Board member has an ownership
interest. Also included in the 1998 rent expense is $365,080 paid to NVIBBR
Ltd., Co., which is a partner with NVIC.

9. INCOME TAXES

At August 31, 1998, the Company has a cumulative net operating loss
carryforward of approximately $2,529,000 for income tax purposes that begins to
expire in the year 2004. These carryforwards are subject to the limitations of
the Internal Revenue Code Section 382 in the event of certain changes in the
equity ownership of the Company. The Company experienced ownership changes in
1992, 1994 and 1995. However, the Company does not believe that these ownership
changes will significantly limit its ability to use the existing net operating
loss carryforwards.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

Significant components of the Company's deferred tax liabilities and assets
are as follows:

<TABLE>
<CAPTION>
AUGUST 31
-------------------------
1998 1997
----------- -----------
<S> <C> <C>
Deferred tax liabilities:
Tax over book depreciation......................... $ 244,000 $ 321,000
----------- -----------
Total deferred tax liabilities....................... 244,000 321,000
Deferred tax assets:
Net operating loss carryforward.................... 976,000 1,133,000
Goodwill........................................... 547,000 622,000
Other.............................................. 46,000 37,000
----------- -----------
Total deferred tax assets............................ 1,569,000 1,792,000
----------- -----------
Net deferred tax asset............................... 1,325,000 1,471,000
Valuation allowance.................................. (1,325,000) (1,471,000)
----------- -----------
$ -- $ --
=========== ===========
</TABLE>

10. COMMITMENTS

In connection with the purchase of the Wisconsin and certain Nevada
centers, the Company entered into non-competition and consulting agreements with
the former owners. The Wisconsin agreement requires quarterly payments of
$12,500 through May 1999, and the Nevada agreements require quarterly payments
of $15,208 through July 1999. The amount expensed relating to these agreements
for the years ended August 31, 1998 and 1997 was $110,829.

F-37
<PAGE> 144

BRIGHT START, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The Company is also obligated under an agreement to pay a portion of
profits to the former owners from three school-age programs operated in
Wisconsin public schools. These payments will be made through May 1999 up to a
maximum of $350,000. The Company's obligation under this agreement for 1998 and
1997 totaled $47,035 and $43,870, respectively, which has been reflected as a
purchase price adjustment.

In connection with the 1995 New Mexico acquisition, the Company entered
into consulting agreements with three of the previous owners (Sellers) requiring
monthly payments of $10,581 including applicable gross receipts tax through
April 2000. The amount expensed relating to these agreements for the year ended
August 31, 1998 and 1997 was $126,975 and $122,547, respectively. The amounts
paid to a current board member as the result of these agreements were $63,488 in
1998 and $60,569 in 1997. The Sellers also have performance fee agreements
whereby the Company is obligated to pay 2% of gross revenue derived from new
centers placed in operation between December 31, 1994 and December 31, 1999,
with a maximum of $40,000 per center. The amount paid relating to these
agreements for the year ended August 31, 1998 and 1997 was $42,756 and $34,425,
respectively, and the amounts accrued relating to these agreements for the year
ended August 31, 1998 and 1997 was $7,040 and $14,876, respectively. The amounts
paid to a current board member as the result of these agreements were $25,296 in
1998 and $17,213 in 1997.

Also in connection with the 1995 New Mexico acquisition, the Company is
obligated, under a deferred consideration agreement, to pay a portion of
profits, as defined, from the existing centers to the Sellers.

This agreement expires in April 2002 and is limited to a maximum payout of
$400,000. No amounts were accrued under this agreement as of August 31, 1998.

Minimum annual payment requirements under the non-competition and
consulting agreements for the five years subsequent to 1998 and in the aggregate
are:

11. NOTES PAYABLE -- SHAREHOLDERS

During 1997, the Company issued $200,000 of unsecured promissory notes to
certain shareholders in exchange for cash. On March 31, 1998, $182,000 of the
notes, plus accrued interest, were converted into voting common stock at $2.25
per share. As a result of the conversion, 90,890 additional shares of common
stock were issued. The remaining $18,000 of shareholder notes plus accrued
interest were paid in July 1998.

F-38
<PAGE> 145

LPA HOLDING CORP.

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined statements of operations
information combines the historical financial information of LPA Holding Corp.
and subsidiaries (the "Company") and Bright Start, Inc. ("Bright Start").

On July 21, 1999 the Company acquired all the outstanding shares of Bright
Start for $9.3 million in cash and assumed approximately $2.0 million in debt.
At the time of the acquisition, Bright Start operated 43 preschools in the
states of Minnesota, Wisconsin, Nevada, and New Mexico with one new school under
construction, referred to herein as the "Acquisition." The Acquisition was
accounted for as a purchase, and accordingly, the purchase price has been
allocated to the fair value of net assets acquired, as well as normal closing
adjustments, and resulted in a preliminary allocation to goodwill of $10.1
million. Such allocations are preliminary in nature, pending the outcome of a
detailed analysis being performed by the Company of the assets and liabilities
acquired.

The unaudited Pro Forma Combined Statements of Operations present the
combined historical results of operations of the Company and Bright Start for
the 44 weeks ended July 3, 1999 (44 weeks ended June 30, 1999 in the case of
Bright Start), as if the final closing of the Acquisition had been effective on
the first day of the period, after giving effect to various accounting
adjustments. Pursuant to the acquisition agreement, the results of operations of
Bright Start from July 1, 1999 were for the account of the Company not
withstanding that the acquisition was not consummated until July 21, 1999. As a
result, the Company's results of operations for its first quarter ended October
23, 1999 included the operating results of Bright Start for the entire period.
Accordingly, no pro forma information for this period has been included.

On June 10, 1999, the Company changed its fiscal year to be the 52 or 53
week period ending on the first Saturday in July. The historical statement of
operations for the Company were derived from the audited financial statements
for the 44 week transition period ended July 3, 1999. The historical statement
of operations for Bright Start were derived from the unaudited financial
statements for the 44 weeks ended June 30, 1999.

The unaudited pro forma combined financial information has been prepared
using the assumptions set forth in the Notes to Unaudited Pro Forma Financial
Information and should be read in conjunction with the Company's Consolidated
Financial Statements and notes thereto, and with the financial statements of
Bright Start and notes thereto included herein.

The unaudited pro forma combined financial information is intended for
informational purposes and is not necessarily indicative of the future financial
position or future results of operations of the Company after the Acquisition or
of the financial position or the results of operations of the Company that would
have actually occurred had the Acquisition been consummated at the beginning of
the period presented.

F-39
<PAGE> 146

LPA HOLDING CORP.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
LA PETITE BRIGHT START
44 WEEKS 44 WEEKS
ENDED ENDED PRO FORMA
JULY 3, JUNE 30, PRO FORMA COMBINED
1999 1999(A) ADJUSTMENTS ADJUSTMENTS
--------- ------------ ----------- -----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C>
Operating revenue................ $281,072 $18,929 $ $300,001
Operating expenses:
Salaries, wages and benefits... 150,052 10,336 160,388
Facility lease expense......... 34,717 3,190 37,907
Depreciation................... 10,911 506 11,417
Amortization of goodwill and
other intangibles........... 925 38 389(b) 1,352
Other.......................... 68,277 4,484 (773)(c) 71,988
-------- ------- ----- --------
264,882 18,554 (384) 283,052
-------- ------- ----- --------
Operating income................. 16,190 375 384 16,949
-------- ------- ----- --------
Interest expense................. 16,145 69 835(d) 17,049
Interest income.................. (153) (9) (162)
-------- ------- ----- --------
Net interest costs..... 15,992 60 835 16,887
-------- ------- ----- --------
Income before income taxes....... 198 315 (451) 62
Provision (benefit) for income
taxes.......................... 995 1 (183)(e) 813
-------- ------- ----- --------
Net income (loss)................ $ (797) $ 314 $(268) $ (751)
======== ======= ===== ========
</TABLE>

See accompanying notes

F-40
<PAGE> 147

LPA HOLDING CORP.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

(a) Certain amounts reported in the financial statements of Bright Start have
been reclassified to conform to the Company's financial statement
classifications and presentations.

(b) To reflect the Company's pro forma amortization related to the portion of
the Bright Start purchase price allocated to goodwill, as well as the
elimination of Bright Start's historical amortization. Goodwill is being
amortized for pro forma purposes using the straight-line method over a
20-year period.

(d) To reflect interest expense related to the financing of the acquisition at
an average rate of interest and to eliminate certain interest expense of
Bright Start as a result of the repayment of the existing Bright Start long
term debt at the time of acquisition.

(e) To adjust income taxes for the effects of the above pro forma adjustments
at a statutory rate of 40.6%.

F-41
<PAGE> 148

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers and directors under certain
circumstances against expenses incurred in successfully defending against a
claim and authorizes Delaware corporations to indemnify their officers and
directors under certain circumstances against expenses and liabilities incurred
in legal proceedings involving such persons because of their being or having
been an officer or director. Pursuant to Section 102(b)(7) of the General
Corporation Law of the State of Delaware, the Certificate of Incorporation of La
Petite and parent company provide that the directors of La Petite and parent
company, individually or collectively, shall not be held personally liable to La
Petite or parent company (as the case may be) or their respective stockholders
for monetary damages for breaches of fiduciary duty as directors, except that
any director shall remain liable (1) for any breach of the director's fiduciary
duty of loyalty to La Petite or parent company (as the case may be) or their
respective stockholders, (2) for acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, (3) for
liability under Section 174 of the General Corporation Law of the State of
Delaware or (4) for any transaction from which the director derived an improper
personal benefit. The by-laws of La Petite and parent company provide for
indemnification of their respective officers and directors to the full extent
authorized by law.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
3.1(i) Amended and Restated Certificate of Incorporation of LPA
Holding Corp.
3.2(i) Certificate of Designations, Preferences and Rights of
Series A Redeemable Preferred Stock of LPA Holding Corp.
3.3(i) Bylaws of LPA Holding Corp.
3.4(i) Amended and Restated Certificate of Incorporation of La
Petite Academy, Inc.
3.5(i) Bylaws of La Petite Academy, Inc.
3.6 Certificate of Incorporation of LPA Services
3.7 By-Laws of LPA Services
3.8 Amended and Restated Articles of Incorporation of Bright
Start, Inc.
3.9 By-Laws of Bright Start, Inc.
3.10(vi) Certificate of Amendment of the Amended and Restated
Certificate of Incorporation of LPA Holding Corp., filed on
December 13, 1999.
3.11(vi) Certificate of Amendment of the Certificate of Designations,
Preferences and Rights of Series A Redeemable Preferred
Stock of LPA Holding Corp., filed on December 13, 1999.
4.1(i) Indenture among LPA Holding Corp., La Petite Academy, Inc.,
LPA Services, Inc. and PNC Bank, National Association dated
as of May 11, 1998
</TABLE>

II-1
<PAGE> 149

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
5.1(i) Opinion of O'Sullivan Graev & Karabell, LLP
10.1(i) Purchase Agreement among Vestar/LPA Investment Corp., La
Petite Academy, Inc., LPA Services, Inc., Chase Securities
Inc. and NationsBanc Montgomery Securities LLC dated May 6,
1998
10.2(i) Exchange and Registration Rights Agreement among La Petite
Academy, Inc., LPA Holding Corp., LPA Services, Inc., Chases
Securities Inc., NationsBanc Montgomery Securities LLC dated
May 11, 1998
10.3(i) Merger Agreement by and between LPA Investment LLC and
Vestar/LPA Investment Corp. dated as of March 17, 1998
10.5(i) Stockholders Agreement among LPA Holding Corp., Vestar/LPT
Limited Partnership, LPA Investment LLC and the management
stockholders dated as of May 11, 1998
10.6(i) 1998 Stock Option Plan and Stock Option Agreement for LPA
Holding Corp. dated as of May 18, 1998
10.7(i) Preferred Stock Registration Rights Agreement between LPA
Holding Corp. and LPA Investment LLC dated May 11, 1998
10.8(i) Registration Rights Agreement among LPA Holding Corp.,
Vestar/LPT Limited Partnership, the stockholders listed
therein and LPA Investment LLC, dated May 11, 1998
10.9(i) Employment Agreement among LPA Holding Corp., La Petite
Academy, Inc. and James R. Kahl
10.10(i) Employment Agreement among LPA Holding Corp., La Petite
Academy, Inc. and Rebecca Perry
10.11(i) Employment Agreement among LPA Holding Corp., La Petite
Academy, Inc. and Phillip Kane
10.12(i) Credit Agreement dated as of May 11, 1998 among La Petite
Academy, Inc., LPA Holding Corp., Nationsbank, N.A., and The
Chase Manhattan Bank
10.13(i) Pledge Agreement among La Petite Academy, Inc., LPA Holding
Corp., Subsidiary Pledgors and Nationsbank, N.A. dated as of
May 11, 1998
10.14(i) Security Agreement among La Petite Academy, Inc., LPA
Holding Corp., Subsidiary Guarantors and Nationsbank, N.A.
dated as of May 11, 1998
10.15(i) Parent Company Guarantee Agreement among LPA Holding Corp.
and Nationsbank, N.A. dated as of May 11, 1998
10.16(i) Subsidiary Guarantee Agreement among Subsidiary Guarantor of
La Petite Academy, Inc., LPA Services, Inc. and Nationsbank,
N.A. dated as of May 11, 1998
10.17(i) Indemnity, Subrogation and Contribution Agreement among La
Petite Academy, Inc., LPA Services, Inc., as Guarantor and
Nationsbank, N.A. dated as of May 11, 1998
10.18(ii) James Kahl option agreement
10.19(ii) 1998 Stock Option Plan
10.20(vi) 1999 Stock Option Plan for Non-Employee Directors
</TABLE>

II-2
<PAGE> 150

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.21(iv) Agreement and Plan of Merger By and Between La Petite
Academy, Inc., LPA Acquisition Co. Inc., and Bright Start,
Inc.
10.22(v) First Supplemental Indenture dated as of July 23, 1999,
among Bright Start, Inc., LPA Holding Corp., La Petite
Academy, Inc., and The Chase Manhattan Bank.
10.23(vi) Amendment No. 1, Consent and Waiver dated as of December 13,
1999, to the Credit Agreement dated as of May 11, 1998 among
LPA Holding Corp., La Petite Academy, Inc., Bank of America,
N.A. (formerly known as NationsBank, N.A.) as Administrative
Agent, Documentation Agent and Collateral Agent for the
Lenders and The Chase Manhattan Bank as Syndication Agent.
10.24(vi) Warrant No. 2 dated as of December 15, 1999, issued by LPA
Holding Corp. to LPA Investment LLC.
10.25(vi) Amendment No. 1 and Consent dated as of April 8, 1999, among
LPA Holding Corp., Vestar/LPT Limited Partnership, LPA
Investment LLC and the management stockholders named
therein, to the Stockholders Agreement dated as of May 11,
1999, among LPA Holding Corp., Vestar/LPT Limited
Partnership, LPA Investment LLC and the management
stockholders named therein.
10.26(vi) Amendment No 1 to the LPA Holding Corp. 1999 Stock Option
Plan for Non-Employee Directors.
12.1 Statement regarding computation of ratios
21.1 Subsidiaries of Registrant
23.1(i) Consent of O'Sullivan Graev & Karabell, LLP (included in
Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Ernst & Young LLP
24.1(i) Powers of Attorney (included on the signature page)
25.1(i) Statement of Eligibility and Qualifications under the Trust
Indenture Act of 1939 of PNC Bank, National Association as
Trustee
27.1(iii) Financial Data Schedule
</TABLE>

- -------------------------

(i) Previously Filed

(ii) Incorporated by reference to the Exhibits to LPA Holding Corp.'s Form 10-K
for the Fiscal Year ended August 29, 1998, filed with the Securities and
Exchange Commission on November 24, 1998.

(iii)Incorporated by reference to the Exhibits to LPA Holding Corp.'s Form 10-K
for the Fiscal Year ended July 3, 1999, filed with the Securities and
Exchange Commission on September 30, 1999.

(iv) Incorporated by reference to the Exhibits to LPA Holding Corp.'s Form 8-K,
filed with the Securities and Exchange Commission on December 7, 1999.

II-3
<PAGE> 151

(v) Incorporated by reference to the Exhibits to LPA Holding Corp.'s Form
10-Q/A for the 16 weeks ended October 23, 1999, filed with the Securities
and Exchange Commission on December 16, 1999.

(vi) Incorporated by reference to the Exhibits to LPA Holding Corp.'s Form 8-K,
filed with the Securities and Exchange Commission on December 21, 1999.

(b) Financial Statement Schedules:

Schedule I -- Condensed Financial Information of Registration

Schedule II -- Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable
accounting regulations of the Commission are not required under the related
instructions, are inapplicable or not material, or the information called for
thereby is otherwise included in the financial statements and therefore have
been omitted.

ITEM 22. UNDERTAKINGS.

(a) The undersigned registrants hereby undertake:

1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a) (3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement.

Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.

2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the

II-4
<PAGE> 152

registrants pursuant to the DGCL, the Act, the Certificate of Incorporation and
Bylaws of La Petite or parent company, or otherwise, the registrants have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer or controlling person of any registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling, person in connection with the securities being
registered, the registrants will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

(c) The undersigned registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

(d) The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-5
<PAGE> 153

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK ON THIS 22ND DAY OF
DECEMBER, 1999.

LA PETITE ACADEMY, INC.

By: /s/ JOAN K. SINGLETON

-----------------------------------

Name: Joan K. Singleton

Title: Senior Vice President, Chief
Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joan K. Singleton, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for such person and in his or her name, place and stead, in any and all
capacities, in connection with the Registrant's Registration Statement on Form
S-4 under the Securities Act of 1933, including to sign the Registration
Statement in the name and on behalf of the undersigned as a director or officer
of the Registrant and any and all amendments or supplements thereto, including
any and all stickers and post-effective amendments thereto, and any and all
additional registration statements relating to the same offering of securities
as those that are covered by the Registration Statement that are filed pursuant
to Rule 462(b) under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or her substitute, may
lawfully do or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST
EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED ON THIS
22ND DAY OF DECEMBER, 1999 BY THE FOLLOWING PERSONS IN THE CAPACITY INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ JAMES R. KAHL Chairman of the Board, Chief Executive
- ------------------------------------------------ Officer, President and Director
James R. Kahl

/s/ JOAN K. SINGLETON Senior Vice President, Chief Financial
- ------------------------------------------------ Officer (principal financial officer
Joan K. Singleton and principal accounting officer)

/s/ STEPHEN P. MURRAY Director
- ------------------------------------------------
Stephen P. Murray
</TABLE>

II-6
<PAGE> 154

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ MITCHELL J. BLUTT, M.D. Director
- ------------------------------------------------
Mitchell J. Blutt, M.D.

/s/ BRIAN J. RICHMAND Director
- ------------------------------------------------
Brian J. Richmand

/s/ ROBERT E. KING Director
- ------------------------------------------------
Robert E. King

/s/ TERRY D. BYERS Director
- ------------------------------------------------
Terry D. Byers

/s/ RONALD L. TAYLOR Director
- ------------------------------------------------
Ronald L. Taylor

/s/ BARBARA FEIGIN Director
- ------------------------------------------------
Barbara Feigin
</TABLE>

II-7
<PAGE> 155

SIGNATURES

LPA HOLDING CORP.

By: /s/ JOAN K. SINGLETON

-----------------------------------

Name: Joan K. Singleton

Title: Senior Vice President, Chief

Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joan K. Singleton, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for such person and in his or her name, place and stead, in any and all
capacities, in connection with the Registrant's Registration Statement on Form
S-4 under the Securities Act of 1933, including to sign the Registration
Statement in the name and on behalf of the undersigned as a director or officer
of the Registrant and any and all amendments or supplements thereto, including
any and all stickers and post-effective amendments thereto, and any and all
additional registration statements relating to the same offering of securities
as those that are covered by the Registration Statement that are filed pursuant
to Rule 426(b) under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission and any applicable securities exchange or
securities self-regulatory body, granting unto said attorney-in-fact and agent,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or her substitute, may
lawfully do or cause to be done by virtue hereof.

/s/ STEPHEN P. MURRAY Director
- ------------------------------------------------
Stephen P. Murray
</TABLE>

II-8
<PAGE> 156

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ MITCHELL J. BLUTT, M.D. Director
- ------------------------------------------------
Mitchell J. Blutt, M.D.

/s/ BRIAN J. RICHMAND Director
- ------------------------------------------------
Brian J. Richmand

/s/ ROBERT E. KING Director
- ------------------------------------------------
Robert E. King

/s/ TERRY D. BYERS Director
- ------------------------------------------------
Terry D. Byers

/s/ RONALD L. TAYLOR Director
- ------------------------------------------------
Ronald L. Taylor

/s/ BARBARA FEIGIN Director
- ------------------------------------------------
Barbara Feigin
</TABLE>

II-9
<PAGE> 157

SIGNATURES

LPA SERVICES, INC.

By: /s/ JOAN K. SINGLETON

-----------------------------------

Name: Joan K. Singleton

Title: Senior Vice President, Chief
Financial Officer

POWER OF ATTORNEY

/s/ PEGGY A. FORD Secretary and Director
- ------------------------------------------------
Peggy A. Ford
</TABLE>

II-10
<PAGE> 158

SIGNATURES

BRIGHT START, INC.

By: /s/ JOAN K. SINGLETON

-----------------------------------

Name: Joan K. Singleton

Title: Senior Vice President, Chief
Financial Officer

POWER OF ATTORNEY

/s/ STEPHEN P. MURRAY Director
- ------------------------------------------------
Stephen P. Murray

/s/ MITCHELL J. BLUTT, M.D. Director
- ------------------------------------------------
Mitchell J. Blutt, M.D.
</TABLE>

II-11
<PAGE> 159

<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ BRIAN J. RICHMAND Director
- ------------------------------------------------
Brian J. Richmand

/s/ ROBERT E. KING Director
- ------------------------------------------------
Robert E. King

/s/ TERRY D. BYERS Director
- ------------------------------------------------
Terry D. Byers

/s/ RONALD L. TAYLOR Director
- ------------------------------------------------
Ronald L. Taylor

/s/ BARBARA FEIGIN Director
- ------------------------------------------------
Barbara Feigin
</TABLE>

II-12
<PAGE> 160

LPA HOLDING CORP.

SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT

BALANCE SHEETS

<TABLE>
<CAPTION>
JULY 3, AUGUST 29,
1999 1998
----------- ------------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C>
ASSETS:
Investment in La Petite Academy, Inc. .................. $ (10,659) $ (9,862)
--------- ---------
$ (10,659) $ (9,862)
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current Liabilities:
Payable to La Petite Academy, Inc. ................... 70,214 70,214
--------- ---------
Total current liabilities........................ 70,214 70,214
Series A 12% redeemable preferred stock ($.01 par value
per share); 30,000 shares authorized, issued and
outstanding at aggregate liquidation preference of
$1,036.558 as of August 29, 1998 and of $1,143.444 as
of July 3, 1999 (Note 7).............................. 29,310 25,625
Stockholders' deficit:
Class A common stock ($.01 par value per share);
950,000 shares authorized and 560,026 shares issued
and outstanding as of August 29, 1998 and July 3,
1999............................................... 6 6
Class B common stock ($.01 par value per share);
20,000 shares authorized, issued and outstanding as
of August 29, 1998 and July 3, 1999................
Common stock warrants................................. 5,645 5,645
Accumulated deficit................................... (115,834) (111,352)
--------- ---------
Total stockholder's deficit...................... (110,183) (105,701)
--------- ---------
$ (10,659) $ (9,862)
========= =========
</TABLE>

See notes to consolidated financial statements.

S-1
<PAGE> 161

LPA HOLDING CORP.

SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT -- (CONTINUED)

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
44 WEEKS 52 WEEKS 52 WEEKS
ENDED ENDED ENDED
JULY 3, AUGUST 29, AUGUST 30,
1999 1998 1997
-------- ---------- ----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
Minority interest in net income of
subsidiary..................................... $ $ 2,849 $ 3,693
----- -------- -------
Loss before equity in net income of
subsidiary................................ (2,849) (3,693)
Equity in net income (loss) of La Petite
Academy, Inc. ............................... (797) (10,479) 2,476
----- -------- -------
Net loss....................................... $(797) $(13,328) $(1,217)
===== ======== =======
</TABLE>

See notes to consolidated financial statements.

S-2
<PAGE> 162

LPA HOLDING CORP.

SCHEDULE I -- CONDENSED FINANCIAL INFORMATION OF REGISTRANT -- (CONTINUED)

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
1999 1998 1997
----- -------- -------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................... $(797) $(13,328) $(1,217)
Adjustments to reconcile net loss to net cash from
operating activities:
Minority interest in net income of La Petite
Academy, Inc. ................................ 2,849 3,693
Equity in net income (loss) of La Petite Academy,
Inc. ......................................... 797 10,479 (2,476)
----- -------- -------
Net cash from operating activities.......... $ 0 $ 0 $ 0
===== ======== =======
</TABLE>

See notes to consolidated financial statements.

S-3
<PAGE> 163

LPA HOLDING CORP.

SCHEDULE II --VALUATION AND QUALIFYING ACCOUNTS

RESERVE FOR CLOSED ACADEMIES

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
AUGUST 30, COSTS AND CHARGED TO JULY 3,
1998 EXPENSES RESERVE 1999
---------- ---------- ---------- ----------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C>
Reserve for Closed Academies............... $5,417 $ $1,369 $4,048
------ ---- ------ ------
</TABLE>

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
AUGUST 30, COSTS AND CHARGED TO AUGUST 29,
DESCRIPTION 1997 EXPENSES RESERVE 1998
- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Reserve for Closed Academies............... $7,469 $ $2,052 $5,417
------ ---- ------ ------
</TABLE>

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
AUGUST 31, COSTS AND CHARGED TO AUGUST 30,
DESCRIPTION 1996 EXPENSES RESERVE 1997
- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Reserve for Closed Academies............... $10,893 $ $3,424 $7,469
------- ---- ------ ------
</TABLE>

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
AUGUST 26, COSTS AND CHARGED TO AUGUST 31,
DESCRIPTION 1995 EXPENSES RESERVE 1996
- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Reserve for Closed Academies............... $13,711 $ $2,818 $10,893
------- ---- ------ -------
</TABLE>

ALLOWANCE FOR DOUBTFUL ACCOUNTS

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
AUGUST 29, COSTS AND JULY 3,
DESCRIPTION 1998 EXPENSES WRITE-OFFS 1999
- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Allowance for doubtful accounts............ $196 $1,397 $1,287 $306
---- ------ ------ ----
</TABLE>

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
AUGUST 30, COSTS AND AUGUST 29,
DESCRIPTION 1997 EXPENSES WRITE-OFFS 1998
- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Allowance for doubtful accounts............ $83 $1,717 $1,604 $196
--- ------ ------ ----
</TABLE>

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
AUGUST 31, COSTS AND AUGUST 30,
DESCRIPTION 1996 EXPENSES WRITE-OFFS 1997
- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Allowance for doubtful accounts............ $82 $1,475 $1,474 $83
--- ------ ------ ---
</TABLE>

<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE AT
AUGUST 26, COSTS AND AUGUST 31,
DESCRIPTION 1995 EXPENSES WRITE-OFFS 1996
- ----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Allowance for doubtful accounts(a)......... $722 $1,109 $1,749 $82
---- ------ ------ ---
</TABLE>

- -------------------------
(a) During the fourth quarter of fiscal 1996, the company performed an audit of
its third party receivable balances and wrote off substantially all of its
uncollectible accounts. In addition, the Company implemented new procedures
and controls to ensure write-offs are recorded on a timely basis.

S-4

<PAGE> 1

EXHIBIT 3.6

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 08/28/1997
971288485 - 2785964

CERTIFICATE OF INCORPORATION
OF
LPA SERVICES, INC.

The undersigned, in order to form a corporation pursuant to the General
Corporation Law of the State of Delaware, certifies:

FIRST: NAME. The name of the corporation is LPA Services, Inc. (the
"Corporation").

SECOND: REGISTERED OFFICE; AGENT. The Registered Office of the Corporation
in the State of Delaware is located at 1013 Centre Road, city of Wilmington,
County of New Castle. The name of its Registered Agent at such address is
Corporation Service Company.

THIRD: PURPOSE. The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware as presently in effect or as it may
hereafter be amended.

FOURTH: CAPITALIZATION. The total number of shares of stock which the
Corporation shall have authority to issue is One Thousand (1,000). All such
shares are to be common stock, par value of $.01 per share (the "Common Stock")
and there shall be no preferences, qualifications, limitations or restrictions
whatsoever, nor any special or relative rights in respect of the shares except
as may be provided herein.

FIFTH: INCORPORATOR. The name and mailing address of the incorporator are
Lynn R. Marasco, c/o Shook, Hardy & Bacon L.L.P., One Kansas City Place, 1200
Main Street, Suite 3100, Kansas City, Missouri 64105.

SIXTH: DIRECTORS. The affairs and business of the Corporation shall be
managed and conducted by the Board of Directors in accordance with the Bylaws.
The Directors shall elect the Officers of the Corporation in the manner provided
in the Bylaws. The number of Directors shall be determined in the manner
provided in the Bylaws; the initial number of Directors shall be three (3).
Election of Directors of the Corporation need not be by written ballot unless
the Bylaws so provide. The names of the initial Directors of the Corporation,
whose terms as Directors shall commence upon the filing of this Certificate of
Incorporation with the Delaware Secretary of State are as follows:

James R. Kahl
Phillip M. Kane
Peggy A. Ford

SEVENTH: BYLAWS. In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors of the
Corporation is authorized and

1
<PAGE> 2

empowered to make, alter, amend and repeal the Bylaws of the Corporation in any
manner not inconsistent with the laws of the State of Delaware.

EIGHTH: INDEMNIFICATION. The Corporation shall, to the fullest extent
permitted by Section 145 of the General Corporation Law of the State of Delaware
as presently in effect or as it may hereafter be amended, indemnify all persons
whom it may indemnify pursuant thereto and advance expenses of litigation to
Directors and Officers in accordance with Section 145 of the General Corporation
Law of the State of Delaware.

NINTH: DIRECTOR LIABILITY. To the fullest extent permitted by the General
Corporation Law of the State of Delaware as presently in effect or as it may
hereafter be amended, a Director of the Corporation shall not be liable to the
Corporation or its stockholders (the "Stockholders") for monetary damages for
breach of fiduciary duty as a Director.

TENTH: COMPROMISES OR ARRANGEMENTS WITH CREDITORS OR
STOCKHOLDERS. Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its Stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or Stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the Stockholders or class of Stockholders of the
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the Stockholders or class of
Stockholders of the Corporation, as the case may be agree to any compromise or
arrangement and to any reorganization of the Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and or on
all the Stockholders or class of Stockholders, of the Corporation, as the case
may be, and also on the Corporation.

ELEVENTH: AMENDMENT OF CERTIFICATE. The Corporation reserves the right to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation in the manner now or hereafter prescribed by law, and all rights
and powers conferred herein on Stockholders, Directors and Officers are subject
to this reserved power.

IN WITNESS WHEREOF, I have executed, signed and acknowledged this
Certificate of Incorporation on this 28th day of August, 1997.

/s/ LYNN R. MARASCO
--------------------------------------
Lynn R. Marasco, Sole Incorporator

<PAGE> 1

EXHIBIT 3.7

BYLAWS
OF
LPA SERVICES, INC.

ARTICLE I

OFFICES

Section 1. REGISTERED OFFICE. The registered office of LPA Services, Inc.
(the "Corporation") in the State of Delaware shall be Corporation Service
Corporation, 1013 Center Rd., in the City of Wilmington, County of New Castle,
Delaware.

Section 2. OTHER OFFICES. The Corporation may have such other offices,
both within or without the State of Delaware, as the Board of Directors shall
from time to time determine or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

Section 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of directors or for any other purpose shall be held at any such place,
either within or without the State of Delaware, as shall be designated from time
to time by the Board of Directors and stated in the notice of meeting or in a
duly executed waiver thereof.

Section 2. ANNUAL MEETINGS. Annual meetings of stockholders shall be held
at such date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of meeting or in a duly executed waiver
thereof. At such annual meeting, the stockholders shall elect a Board of
Directors and transact such other business as may properly be brought before the
meeting.

Section 3. SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose whatsoever, may be called at any time by the president of the
Corporation (the "President"), by a majority of the Board of Directors then in
office or by the holder(s) of not less than a majority of all of the issued and
outstanding shares of the Corporation entitled to vote on the business to be
transacted at the meeting.

Section 4. NOTICE OF MEETINGS. Written notice, as required by statute,
stating the place, day and hour of the meeting and, in the case of a special
meeting, or as otherwise required by statute, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) nor more than
sixty (60) days before the date of the meeting, either personally, by facsimile
or by mall, by or at the direction of the president, the secretary of the
Corporation (the "Secretary") or the officer or person(s) calling the meeting,
to each stockholder of record entitled to vote at such meeting and each other
stockholder entitled to notice of the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail in a sealed
envelope addressed to the stockholder at such stockholder's address as it
appears on the records of the Corporation, or as given by the stockholder to the
Corporation for purposes of notice, with postage thereon prepaid. If transmitted
by way of facsimile, such

1
<PAGE> 2

notice shall be deemed to be delivered on the date of such facsimile
transmission to the facsimile number, if any, for the respective stockholder
which has been supplied by such stockholder to the Corporation and identified as
such stockholder's facsimile number.

Section 5. WAIVER OF NOTICE. Whenever notice is required to be given of
any annual or special meeting of the stockholders, a written waiver thereof
signed by the person entitled to notice, whether before or after the time stated
in such notice, shall be deemed equivalent to notice. Neither the business to be
transacted at, nor the purpose of any annual or special meeting of the
stockholders need be specified in any written waiver of notice. Attendance of a
person at a meeting of the stockholders shall constitute a waiver of notice of
such meeting, except when the person attends the meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

Section 6. CONDUCT OF MEETINGS. At each meeting of the stockholders, the
Chairman of the Board, if one shall have been elected, or, in his absence or if
one shall have not been elected, the President shall act as chairman of the
meeting. The chairman of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and perform such acts as are
necessary or desirable for the proper conduct of the meeting, including, without
limitation, the establishment of procedures for the maintenance of order,
safety, limitations on the time allotted to the questions or comments on the
affairs of the Corporation, restrictions on entry to such meeting after the time
prescribed for the commencement thereof and the opening and closing of the
voting polls. The Secretary or, in his or her absence or inability to act, the
person whom the chairman of the meeting shall appoint secretary of the meeting
shall act as secretary of the meeting and keep the minutes thereof.

Section 7. LIST OF STOCKHOLDERS. At least ten (10) days before each
meeting of stockholders, the officer or agent having charge of the transfer book
for shares of the Corporation shall make a complete list of the stockholders
entitled to vote at such meeting, arranged in alphabetical order with the
address of and the number of shares held by each stockholder. Such list shall be
open to examination of any stockholder for a period of at least ten (10) days
prior to such meeting at the place where the meeting is to be held. This list
shall be produced and kept at the place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

Section 8. ADJOURNMENT. When any meeting of the stockholders is adjourned
to another time or place, notice need not be given of the adjourned meeting if
the time and place to which the meeting is adjourned are announced at the
meeting at which the adjournment is taken. At the adjourned meeting any business
may be transacted which might have been transacted at the original meeting. If
the adjournment is for more than thirty (30) days, or if after such adjournment
the Board of Directors shall fix a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at such meeting.

Section 9. QUORUM. At any meeting of the stockholders, the presence, in
person or by proxy, of the holders of a majority of the issued and outstanding
shares of the capital stock of the Corporation entitled to vote at such a
meeting shall be necessary in order to constitute a quorum for the transaction
of any business. If there shall not be a quorum at any meeting of the
stockholders, the holders of a majority of the shares entitled to vote at such
meeting, in person or by proxy, may adjourn such meeting from time to time until
holders of the amount of shares required to constitute a quorum shall be present
in person or by proxy.

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Section 10. PROXIES. At all meetings of stockholders, a stockholder may
vote either in person or by proxy executed by such stockholder or by such
stockholder's duly authorized attorney-in-fact; provided, however, all proxies
are subject to the provisions of Section 212 of the General Corporation Law of
the State of Delaware (the "DGCL"). Such proxy shall be in writing and filed
with the Secretary of the Corporation before or at the time of the meeting. No
proxy shall be valid after three (3) years from the date of its execution,
unless otherwise provided in the proxy. A proxy shall be irrevocable if it
states that it is irrevocable and if and only as long as, it is coupled with an
interest sufficient in law to support to an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by delivering
a proxy in accordance with applicable law bearing a later date to the Secretary
of the Corporation.

Section 11. VOTING. Except as otherwise provided by statute or by
certificate of incorporation of the Corporation (the "Certificate of
Incorporation") and subject to the provisions of these Bylaws, each stockholder
shall be entitled to one (1) vote for each share of capital stock held by such
stockholder; provided, however, that at all elections of directors, each
stockholder shall be entitled to as many votes as shall equal the number of
shares of stock held by that stockholder, and no cumulative voting shall be
permitted. At all meetings of stockholders, except as otherwise required by
statute, by the Certificate of Incorporation or by these Bylaws, all matters
shall be decided by the vote of a majority in interest of the stockholders
entitled to vote, present in person or by proxy. Voting at meetings of
stockholders need not be by written ballot.

Section 12. RECORD DATE.

(a) The Board of Directors may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days before the date of any
meeting of stockholders, nor more than sixty (60) days prior to any other
action, as the record date for the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of the stockholders or any
adjournment thereof or to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action.

(b) If no record date is fixed:

(i) The record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business
on the day next preceding the day of notice, or, if notice is waived, at
the close of business on the day next preceding the day on which the
meeting is held.

(ii) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

Section 13. ACTIONS OF THE STOCKHOLDERS WITHOUT A MEETING. Unless
otherwise restricted by the Certificate of Incorporation, any action which may
be taken at a meeting of the stockholders may be taken without a meeting if
consents in writing, setting forth the action so taken, shall be signed by all
the stockholders entitled to vote with respect to the subject matter thereof.
Such consents shall have the same force and effect as a unanimous vote of the
stockholders at a meeting duly held, and may be stated as such in any
certificate or

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document filed under The General Corporation Law of State of Delaware. The
Secretary shall file such consents with the minutes of the meetings of the
stockholders.

ARTICLE III

DIRECTORS

Section 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. The Board
of Directors may exercise all such authority and powers of Corporation and
perform all such lawful acts as are not by statute or the Certificate of
Incorporation to be taken by the stockholders.

Section 2. NUMBER, ELECTION AND TERM. The number of directors of the
Corporation shall be three (3) each of whom shall be elected at the annual
meeting of stockholders, or at a special meeting if an annual meeting is not
held. Each director shall be elected for a term of one (1) year and shall hold
office until his or her successor has been elected and has qualified. Directors
need not be stockholders of the Corporation.

Section 3. REMOVAL OF DIRECTORS. Any director or the entire Board of
Directors may be removed only for cause and only by the affirmative vote of the
holders of a majority of the voting power of all of the shares of the
Corporation entitled to vote for the election of directors, voting together as a
single class. Cause for removal shall be deemed to exist only if:

(i) The director whose removal is proposed has been convicted, or was
granted immunity to testify where another has been convicted, of a felony
by a court of competent jurisdiction and such conviction is no longer
subject to appeal;

(ii) Such director has been adjudicated by a court of competent
jurisdiction to be liable for negligence or misconduct, in the performance
of his or her duty to the Corporation, in a matter of substantial
importance to the Corporation;

(iii) Such director has become mentally incompetent, whether or not so
adjudicated, in the opinion of the Board of Directors, which mental
incompetency directly affects his or her ability as a director of the
Corporation;

(iv) Such director becomes disabled and such disability in the opinion
of the Board of Directors renders such director unable to perform his or
her duties as provided herein or in the Certificate of Incorporation;

(v) Such director's actions or failure to act are deemed by the Board
of Directors to be in derogation of the director's duties; or

(vi) Such director is found to be unsuitable to fulfill his or her
obligations as a director of the Corporation by any regulatory agency
having jurisdiction over the Corporation.

Section 4. VACANCIES; NEWLY CREATED DIRECTORSHIPS. In the case of any
vacancy through death, removal, disqualification or resignation of one or more
of the directors, a majority of the remaining directors may fill the resulting
vacancy or vacancies until the successor or successors are elected at the next
annual meeting of the stockholders, or a special meeting if an annual meeting is
not held. Similarly, in the event the number of directors is increased, the
additional directors shall be elected by a majority of the entire Board of
Directors already in office and shall serve until successors can be elected at
the annual meeting of stockholders, or

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a special meeting if an annual meeting is not held. The size of the Board of
Directors may be increased only by a majority vote of the directors then in
office.

Section 5. COMPENSATION. The Board of Directors shall not initially
receive compensation for their services as such, but the Board of Directors may
authorize the payment of directors' fees and reimbursement of expenses of
attendance; provided, that nothing herein contained shall be construed to
preclude the Board of Directors from establishing compensation for directors as
such, and provided further that nothing herein contained shall preclude any
director from receiving compensation for services to the Corporation in any
other capacity.

ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. ANNUAL MEETINGS. An annual meeting of the Board of Directors
shall be held immediately following and at the same place as the annual meeting
of stockholders. Notice of such meeting need not be given.

Section 2. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held at such times from time to time as the Board of Directors may
determine. Except as otherwise required by statute or these Bylaws, notice of
regular meetings of the Board of Directors need not be given.

Section 3. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of any two (2) directors.

Section 4. NOTICE. Notice of any special meeting of the Board of Directors
shall be given at least five (5) days previous thereto by written notice
delivered personally or mailed to each director at his or her business address.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, with postage thereon prepaid. The attendance of a director
at any meeting shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at nor the purpose of any annual
or special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting. No notice is required for annual and regular
meetings of the Board of Directors.

Section 5. PLACE OF MEETING. Meetings of the Board of Directors shall be
held at such place, within or without the State of Delaware, as shall be
provided for in the resolution, notice, waiver of notice or call of such
meeting, or if not otherwise designated, at the principal office of the
Corporation.

Section 6. QUORUM. Except as may be otherwise specifically provided by
statute, by the Certificate of Incorporation or by these Bylaws, a majority of
the total number of directors shall constitute a quorum for the transaction of
business, and the vote of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board of Directors; provided,
however, that if less than a majority of the directors are present at said
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice. The directors present at a duly called or held
meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough directors to leave less
than a quorum.

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Section 7. CONDUCT OF MEETINGS. At each meeting of the Board of Directors,
the Chairman of the Board, if one shall have been elected, or in the absence of
the Chairman of the Board or if one shall have not been elected, the President
(or, in the absence of the President, another director chosen by a majority of
the directors present) shall act as chairman of the meeting. The Secretary or,
in his or her absence, any person appointed by the chairman of the meeting shall
act as secretary of the meeting and keep the minutes thereof.

Section 8. ACTIONS OF THE BOARD OF DIRECTORS WITHOUT A MEETING. Any action
which is required to be or may be taken at a meeting of the directors may be
taken without a meeting if consents in writing, setting forth the action so
taken, are signed by all of the directors. Such consents shall have the same
force and effect as a unanimous vote of the directors at a meeting duly held,
and may be stated as such in any certificate or document filed under The General
Corporation Law of the State of Delaware. The Secretary shall file such consents
with the minutes of the meetings of the Board of Directors.

Section 9. MEETINGS BY TELEPHONE. Members of the Board of Directors or of
any committee designated by the Board of Directors may participate in a meeting
of the Board of Directors, or committee, by means of conference telephone or
similar communications equipment as long as all persons participating in the
meeting can hear each other person; participation in a meeting in this manner
shall constitute presence in person at the meeting.

Section 10. COMMITTEES. A majority of the directors may authorize and
designate, from time to time or on a regular basis, one or more directors to
constitute a committee which shall have and exercise all of the authority of the
Board of Directors in the management of the Corporation; provided, however, no
committee shall have the power to declare dividends or distributions on stock,
approve any merger or share exchange which does not require stockholder
approval, amend the Bylaws, issue stock, or recommend to the stockholders any
action which requires stockholder approval.

Section 11. AMENDMENT OF BYLAWS. In furtherance and not in limitation of
the powers conferred by the laws of the State of Delaware, the Board of
Directors is authorized and empowered to make, alter, amend or repeal the Bylaws
in any manner not inconsistent with the laws of the State of Delaware.

ARTICLE V

OFFICERS

Section 1. NUMBER. The officers of the Corporation shall consist of a
President, a Secretary, and a treasurer (the "Treasurer"). The Board of
Directors may also elect a Chairman of the Board, one or more vice presidents
(one of whom may be designated or elected the Executive Vice President), one or
more assistant secretaries, one or more assistant treasurers, and one or more
subordinate officers. Any two or more offices may be held by the same person.
All officers of the Corporation, as between themselves and the Corporation,
shall have such authority and perform such duties in the management of the
property and affairs of the Corporation as may be provided in the Bylaws or as
are established by resolution of the Board of Directors.

Section 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected by the Board of Directors at the first meeting of the Board of
Directors and annually thereafter at the annual meeting of the Board of
Directors. If the election of officers shall not be held at such meeting, it
shall be held as soon thereafter as may be convenient. Each officer

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shall hold office until his or her successor shall have been duly elected and
shall have qualified or until his or her death or until he or she shall resign
or shall have been removed in the manner hereinafter provided.

Section 3. VACANCIES. If any office becomes vacant by reason of death,
resignation, removal, disqualification or any other reason, or if any officer of
the Corporation, in the judgment of the Board of Directors, is unable to perform
the duties of his or her office for any reason, the Board of Directors may
choose a successor to fill such vacancy or may delegate the duties of any such
vacant office to any other officer or to any director of the Corporation for the
unexpired portion of the term.

Section 4. REMOVAL. Any officer or agent, including subordinate officers,
elected or appointed by the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any officer may resign at any time
upon written notice to the Corporation or Board of Directors.

Section 5. THE CHAIRMAN OF THE BOARD. When elected, the Chairman of the
Board shall be the chief executive officer of the Corporation; he or she shall
preside at meetings of the Board of Directors and of the stockholders, and,
subject to the direction and control of the Board of Directors, he or she shall
direct the policy and management of the Corporation. He or she shall perform
such other duties as may be prescribed by the Board of Directors from time to
time. In the absence of the Chairman of the Board, the President shall have and
may exercise all of the powers of the Chairman.

Section 6. THE PRESIDENT. Unless and until the Board of Directors shall
have elected a Chairman of the Board, the President shall be the chief executive
officer of the Corporation and, subject to the direction and under the
supervision of the Board of Directors, shall have general charge of the
business, affairs and property of the Corporation and control over its officers,
agents and employees; shall preside at all meetings of the stockholders and of
the Board of Directors at which he or she is present; and shall do and perform
such other duties and may exercise such other powers as from time to time may be
assigned to him or her by the Bylaws or by the Board of Directors.

Section 7. THE VICE PRESIDENT. At the request of the President or in the
event of his or her absence, disability or refusal to act, the vice president of
the Corporation (the "Vice President") (or in the event there be more than one
Vice President, the Vice Presidents in the order of their election or
designation) shall perform all the duties of the President and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President. Each Vice President shall have such powers and discharge such duties
as may be assigned to him or her from time to time by the President or the Board
of Directors.

Section 8. THE SECRETARY. The Secretary shall keep the minutes of all the
meetings of the stockholders and of the Board of Directors; see that all notices
are duly given in accordance with the provisions of the Bylaws or as required by
law; be custodian of the corporate records and of the seal of the Corporation
and see that the seal of the Corporation is affixed to all certificates of stock
prior to the issuance thereof and to all documents, the execution of which, on
behalf of the Corporation, is duly authorized; maintain a complete list of all
stockholders entitled to vote at stockholders' meetings and have said list
available for inspection by any stockholder who may be present at such meetings;
have general charge of the stock transfer books of the Corporation; in general,
perform all duties customarily incident

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to the office of Secretary and such other duties as from time to time may be
assigned to him or her by the President or by the Board of Directors.

Section 9. THE TREASURER. The Treasurer shall have supervision of the
funds, securities, receipts and disbursements of the Corporation; cause all
monies and other valuable effects of the Corporation to be deposited in its name
and to its credit in such depositories as shall be selected by the Board of
Directors or pursuant to authority conferred by the Board of Directors; cause to
be kept correct books of account, proper vouchers and other papers pertaining to
the Corporation's business at the accounting office of the Corporation; render
to the President or the Board of Directors, whenever requested, an account of
the financial condition of the Corporation; and perform any other duties as from
time to time may be assigned by the President or by the Board of Directors.

Section 10. THE ASSISTANT SECRETARY AND ASSISTANT TREASURER. The assistant
secretary and assistant treasurer (or in the event there be more than one
assistant secretary or assistant treasurer, in the order of their seniority,
designation or election) shall, in the absence or disability of the Secretary or
Treasurer, respectively, perform the duties and exercise the powers of the
Secretary or Treasurer and shall perform such other duties as the President or
the Board of Directors shall prescribe.

Section 11. SUBORDINATE OFFICERS. The Board of Directors may appoint, from
time to time, such other Officers as the business of the Corporation may
require, each of whom shall have authority and perform such duties as specified
by the Board of Directors, and shall hold office until he or she resigns, is
removed, or is disqualified.

Section 12. COMPENSATION. The salaries or other compensation of the
Officers shall be fixed from time to time by the Board of Directors. The power
to establish salaries of Officers, other than the President or Chairman of the
Board, may be delegated by the Board of Directors to the President, Chairman of
the Board, or a committee.

ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. CONTRACTS, DEEDS AND OTHER INSTRUMENTS. The Board of Directors
may authorize any Officer or Officers, agent or agents to enter into any
contract or execute and deliver any deed or other instrument in the name of and
on behalf of the Corporation, and such authority may be general or confined to
specific instances.

Section 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution from the Board of Directors. Such authority may be
general or confined to specific instances.

Section 3. CHECKS, DRAFTS AND OTHER DOCUMENTS. All checks, drafts and
other orders for payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation, shall be signed by such Officer or
Officers, agent or agents of the Corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors. Endorsement
of instruments for deposit to the credit of the Corporation in any of its duly
authorized depositories may be made by rubber stamp of the Corporation or in
such other manner as the Board of Directors may from time to time determine.

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Section 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.

ARTICLE VII

CERTIFICATES OF STOCK AND THEIR TRANSFER

Section 1. CERTIFICATES OF STOCK. Certificates representing shares of the
Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed, manually or by facsimile or
otherwise, by the President or Vice President and by the Secretary, Treasurer or
Assistant Secretary or Assistant Treasurer and shall be sealed with the Seal of
the Corporation, if applicable. All certificates of stock shall be consecutively
numbered. The name of the person owning the shares represented thereby, with the
number of shares and the date of issuance, shall be entered on the books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be canceled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled.

Section 2. LOST CERTIFICATES. In the event a certificate of stock is
allegedly lost, stolen or destroyed, the Corporation may issue a new certificate
under the conditions for issuing a new certificate as determined by the Board of
Directors. The Corporation may require the owner of such certificate to give a
good and sufficient bond to indemnify the Corporation against any claim that may
be made against it on account of the alleged loss, theft or destruction, or the
issuance of the new certificate.

Section 3. TRANSFER OF SHARES. Transfer of shares of the Corporation shall
be made only on the books of the Corporation by the registered holder thereof or
by his or her attorney, thereunto authorized by power of attorney duly executed
and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed owner thereof for all
purposes as regards the Corporation.

Section 4. TREASURY STOCK. All issued and outstanding stock of the
Corporation that may be purchased or otherwise acquired by the Corporation shall
be Treasury Stock, and the Directors of the Corporation shall be vested with
authority to resell said shares for such price and to such person or persons as
the Board of Directors may determine. Such stock shall neither vote nor
participate in dividends while held by the Corporation.

ARTICLE VIII

DIVIDENDS

The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and the Corporation's Certificate of
Incorporation.

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ARTICLE IX

SEAL

The Corporation may have a circular corporate seal which shall have
inscribed around the circumference thereof the words "LPA Services, Inc."
elsewhere thereon shall bear the words "Corporate Seal" and the word "Delaware."
The corporate seal may be affixed by impression or may be by facsimile.

ARTICLE X

WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given under the provisions
of these Bylaws, of the Certificate of Incorporation or of The General
Corporation Law of Delaware, waiver of such notice in writing, signed by the
person or persons entitled thereto, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

FISCAL YEAR

Except as from time to time otherwise provided by the Board of Directors,
the fiscal year of the Corporation shall extend from the first day of January to
the last day of December of each year, both dates inclusive.

ARTICLE XII

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

The Corporation shall indemnify all Directors, Officers, and employees or
agents to the fullest extent permitted, and in the manner provided, by Section
145 of the General Corporation Law of the State of Delaware, as the same now
exists or may hereafter be amended (the "DGCL"), whenever they are defendants or
threatened to be made defendants in any legal or administrative proceeding by
reason of their relationship with the Corporation. The Corporation shall also
advance expenses of litigation to Directors and Officers pursuant to Section 145
of the DGCL.

ARTICLE XIII

AMENDMENTS

Subject to any requirements set forth in these Bylaws, the Bylaws of the
Corporation may be altered, amended or repealed, and any new Bylaws may be
adopted, by a majority of the stockholders entitled to vote or by the Board of
Directors.

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ARTICLE XIV

INCENTIVE PLANS

In furtherance, and not in limitation, of the powers conferred by the laws
of the State of Delaware, the Board of Directors, in its sole discretion, is
authorized and empowered to established bonus, pension, profit-sharing, or other
types of incentive or compensation plans for the employees, including Officers
and Directors, of the Corporation, and to fix the amount of profits to be shared
or distributed, and to determine the persons to participate in any such plans
and the amount of their respective participation.

ARTICLE XV

MISCELLANEOUS PROVISIONS

Section 1. BOOKS AND RECORDS. The Corporation shall keep correct and
complete books and records of its accounts and transactions and minutes of the
proceedings of its Stockholders and Board of Directors and of any executive or
other committee when exercising any of the powers of the Board of Directors. The
books and records of the Corporation may be in written form or in any other form
which can be converted within a reasonable time into written form for visual
inspection. Minutes shall be recorded in written form but may be maintained in
the form of a reproduction.

Section 2. BONDS. The Board of Directors may require any Officer, agent or
employee of the Corporation to give a bond to the Corporation, conditioned upon
the faithful discharge of his duties, with one or more sureties and in such
amount as may be satisfactory to the Board of Directors.

Section 3. INSPECTION OF CORPORATE RECORDS. The stock ledger or duplicate
stock ledger, the books of account, and minutes of proceedings of the
Stockholders, the Board of Directors and executive committees of Directors shall
be open to inspection, at the Principal Office, upon the written demand of any
Stockholder within five (5) days of such demand during ordinary business hours
if for a purpose reasonably related to such Stockholder's interests as a
Stockholder.

Section 4. INSPECTION OF BYLAWS: The Corporation shall keep in its
principal office the original or a copy of these Bylaws as amended or otherwise
altered to date, certified by the Secretary, which shall be open to inspection
by any Stockholder at all reasonable times during ordinary business hours.

Section 5. VOTING UPON SHARES IN OTHER CORPORATIONS. Stock of other
corporations or associations, registered in the name of the Corporation, may be
voted by the President, a Vice President, or a proxy appointed by either of
them. The Board of Directors, however, may by resolution appoint some other
person to vote such shares, in which case such person shall be entitled to vote
such shares upon the production of a certified copy of such resolution.

Section 6. MAIL. Any notice or other document which is required by these
Bylaws to be mailed shall be deposited in the United States mails, postage
prepaid.

Section 7. EXECUTION OF DOCUMENTS. A person who holds more than one office
in the Corporation may not act in more than one capacity to execute,
acknowledge, or verify an instrument required by law to be executed,
acknowledged, or verified by more than one officer.

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Section 8. ANNUAL REPORT. No annual report to Stockholders shall be
required, but the Board of Directors may cause to be sent to Stockholders
reports in such form and at such times as may be deemed appropriate by the Board
of Directors.

<PAGE> 1

EXHIBIT 3.8

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BRIGHT START, INC.

The undersigned, Susan Johnson-Jacka, Secretary of Bright Start, Inc., a
Minnesota corporation (the "Company") does hereby certify that the following
Amended and Restated Articles of Incorporation of Bright Start, Inc. and
resolutions were duly adopted by the Board of Directors and the requisite vote
of the shareholders of the Company by a meeting duly called and held on March
31, 1998, to-wit:

BE IT RESOLVED, that the Articles of Incorporation of the Company are
hereby amended and restated in their entirety as follows:

ARTICLE I

NAME

The name of the corporation is Bright Start, Inc.

ARTICLE II

REGISTERED OFFICE

The registered office of this corporation is 1821 University Avenue, Suite
S-112, St. Paul, Minnesota 55104.

ARTICLE III

CAPITAL

The aggregate number of shares of stock that the corporation has authority
to issue is Fifteen Million (15,000,000) with $.01 par value per share. The
shares shall be divisible into classes and series, having the designations,
voting rights and other rights and preferences, and be subject to the
restrictions, that the Board of Directors of the corporation may from time to
time establish by resolution. Shares issued from time to time which are not part
of a class or series so established shall be Common Shares entitled to one vote
per share.

ARTICLE IV

WRITTEN ACTION WITHOUT MEETING

Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting by written action signed by a majority
of the Board of Directors then in office, except as to those matters which
require shareholder approval, in which case the written action shall be signed
by all members of the Board of Directors then in office.

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ARTICLE V

CUMULATIVE VOTING DENIED

No holder of stock of this corporation shall be entitled to any cumulative
voting rights.

ARTICLE VI

PRE-EMPTIVE RIGHTS DENIED

Other than as set forth below, no holder of stock of this corporation shall
have any preferential, pre-emptive or other rights of subscription to any shares
of any class or series of stock of this corporation allotted or sold or to be
allotted or sold and now or hereafter authorized, or to any obligations or
securities convertible into any class or series of stock of this corporation,
nor any right of subscription to any part thereof.

Notwithstanding the foregoing, if the Company desires to issue or sell any
additional capital stock, or securities convertible or exchangeable into capital
stock at a per share price less than Four and 50/100 ($4.50) Dollars per share,
(appropriately adjusted for stock splits, stock dividends, stock combinations or
other recapitalizations), each holder of Series C Convertible Preferred Stock
(the "Preferred Shares") shall have the right to purchase, upon the same terms
and conditions as the Company is proposing to issue or sell such additional
shares to others, that fraction of any shares of such additional securities
offered by the Company which is equal to the number of shares of Common Stock
which such holder then could obtain upon the conversion of such Preferred Shares
divided by the number of shares of Common Stock outstanding prior to the
offering, plus the number of shares of Common Stock which then could be obtained
upon conversion of all voting convertible preferred stock then outstanding,
provided, however that the holders of Preferred Shares shall not have any pre-
emptive rights with respect to the reclassification of the former Series A
Convertible Preferred Stock, Series B Convertible Preferred Stock or Series D
Convertible Preferred Stock into Common Stock of the Company.

The holders of Preferred Shares may not exercise the foregoing pre-emptive
rights with respect to securities issued pursuant to a plan of merger or
exchange, or pursuant to an employee or incentive benefit plan approved by the
majority vote of the Company's shareholders, or pursuant to a registered public
offering, or pursuant to a plan of reorganization approved by a court of
competent jurisdiction pursuant to a statute of the State of Minnesota or the
United States of America.

The Company will provide written notice to holders of Preferred Shares at
least thirty-five (35) days prior to the effective date with respect to any
offering to which the foregoing pre-emptive rights apply. Such notice shall
describe the type and amount of securities to be issued, and the price and terms
upon which the Company proposes to issue the same. Any person who desires to
exercise such pre-emptive rights must so advise the Company in writing within
twenty (20) days of receipt of such notice. Any parties who fail to respond to
such notice within such twenty (20) day period shall be deemed to have waived
the pre-emptive rights granted herein with respect to the offering which was the
subject of such notice.

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ARTICLE VII

LIABILITY

No director of this corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its shareholders; (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) under Sections 302A.559 or 80A.23 of the Minnesota
Statutes; (iv) for any transaction from which the director derived any improper
personal benefit; or (v) for any act or omission occurring prior to the date
when this provision becomes effective.

The provisions of this Article shall not be deemed to limit or preclude
indemnification of a director by the corporation for any liability of a director
which has not been eliminated by the provisions of this Article.

If the Minnesota Statutes hereafter are amended to authorize a further
elimination or limitation of the liability of directors, then the liability of a
director of the corporation shall be eliminated or limited to the fullest extent
permitted by the amended Minnesota Statutes."

FURTHER RESOLVED, that upon the filing of these Amended and Restated
Articles of Incorporation of the Company, each presently issued and outstanding
share of Series A Convertible Preferred Stock and Series B Convertible Preferred
Stock will thereupon, and without further action, be reclassified to and become
one (1) share of voting common stock of the Company, par value $.01 per share,
and each presently issued and outstanding share of Series D Convertible
Preferred Stock will thereupon, and without further action be reclassified to
and become one point seven eight (1.78) shares of voting common stock of the
Company, par value $.01 per share. Fractional shares shall not be issued. Each
certificate representing one or more shares of Series A, Series B or Series D
Convertible Preferred Stock so converted shall thereafter, and until exchanged
for new certificates as hereinafter provided, represent voting common stock of
this Company equal in number to the number of shares into which the shares have
been converted. Upon presentation or surrender of any such certificate to the
Company for transfer or for exchange, the Company shall issue new certificates
representing the appropriate number of voting common shares of the Company.

FURTHER RESOLVED, that the Resolutions of Bright Start, Inc. Amending and
Restating the Designation and Fixing the Relative Rights and Preferences of the
Series C Convertible Preferred Stock attached hereto as Exhibit A are hereby
adopted and approved.

IN WITNESS WHEREOF, the undersigned has executed this Amendment this 31st
day of March, 1998.

/s/ SUSAN JOHNSON-JACKA
--------------------------------------
Susan Johnson-Jacka, Secretary

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EXHIBIT A

RESOLUTIONS OF BRIGHT START, INC.
AMENDING AND RESTATING THE DESIGNATION OF AND THE
RIGHTS AND PREFERENCES OF THE
SERIES C CONVERTIBLE PREFERRED STOCK

RESOLVED, that pursuant to the powers expressly granted to the Board of
Directors of Bright Start, Inc. (the "Company") by the provisions of the
Articles of Incorporation of the Company, as amended, and Section 302A.401 of
Minnesota Statutes, and further pursuant to the adoption and approval of this
resolution ("Resolution") by the holders of not less than fifty-one percent
(51%) of all of the issued and outstanding stock of the Company, of not less
than fifty-one percent (51%) of the Series C Convertible Preferred Stock
("Series C Shares") and not less than sixty-six and two-thirds percent (66 2/3%)
of the Series A Convertible Preferred Stock ("Series A Shares"), Series B
Convertible Preferred Stock ("Series B Shares") and Series D Convertible
Preferred Shares ("Series D Shares") voting together as a single class, the
relative rights and preferences of the Series A Shares, Series B Shares and
Series D Shares are hereby terminated and the relative rights and preferences of
the Series C Shares as follows:

I. DESIGNATION OF THE SERIES. Five Hundred Nineteen Thousand Sixty-three
(519,063) shares shall be designated as a series of Series C Convertible
Preferred Stock. The Series C Shares shall be referred to in this designation as
the "Preferred Shares" or "Series C Shares".

II. RELATIVE RIGHTS AND PREFERENCES. The relative rights, preferences and
restrictions granted to or imposed upon the Preferred Shares or the holders
thereof are as follows:

A. VOTING.

(1) Each holder of Preferred Shares shall be entitled to vote on
all matters submitted to the shareholders of the Company. Each Preferred
Share will entitle the holder to the number of votes equal to the full
number of Common Shares into which such Preferred Share is then
convertible on the record date for such vote pursuant to Section D
hereof. Each holder of record of a Preferred Share shall be entitled to
notice of and to attend in person or by proxy all meetings of the
shareholders of the Company. Except as otherwise provided in this
Resolution, or by law, voting by holders of Preferred Shares shall be
without distinction as to classes or series of shares.

(2) For so long as not less than twenty-five percent (25%) of the
Series C Shares initially issued continue to be outstanding:

(a) the holders thereof, voting as a class, will be entitled
to designate and elect one director to the Board of Directors of
the Company and, except as otherwise provided in the 1998
shareholder's Agreement and the Note Agreement, the remaining
directors shall be elected by the holders of all voting securities,
voting as a single class.

(b) Without the affirmative vote of the holders of at least a
majority of the Series C Shares then outstanding (voting as a
class) given in person or by

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proxy at any annual meeting, or at a special meeting called for
that purpose, or, if permitted by law, in writing without a
meeting, the Company will not:

i) Authorize or issue (a) additional Series C Shares; (b)
shares of capital stock that have a preference over or are on
a parity with the Series C Shares with respect to the payment
or distribution of assets upon the voluntary or involuntary
liquidation or dissolution of the Company, or reclassify or
amend any existing capital stock with such result; (c) shares
of capital stock that have a preference over the Series C
Shares with respect to dividends, or (d) shares of capital
stock that have more than one (1) vote per share (except for
adjustments on conversion);

ii) Declare, set aside or pay any dividend or make any
other distribution on any shares of capital stock of the
Company at any time created and issued ranking junior to the
Series C Shares with respect to the right to receive dividends
or the right to the distribution of assets upon liquidation,
dissolution or winding up of the Company (hereinafter for
purposes of this Subsection II(A)(2)(b)(ii) (called "Junior
Stock") other than dividends or distributions payable solely
in shares of Junior Stock, or purchase, redeem or otherwise
acquire for any consideration (other than in exchange for or
out of the net cash proceeds of the contemporaneous issue or
sale of shares of Junior Stock), or set aside a sinking fund
or other fund for the redemption or repurchase of, any shares
of Junior Stock or any warrants, rights or options to purchase
shares of Junior Stock;

iii) Amend this Resolution or the Articles of
Incorporation of this Company so as to alter or adversely
affect any of the rights, preferences or privileges of the
Preferred Shares; and

iv) Except for contracts currently outstanding, if any,
purchase or sell any assets or service from or to any direct
or indirect holder of more than ten percent (10%) of the
holders of Common Shares of the Company or any affiliate of
any such holders.

B. DIVIDENDS. Dividends shall be payable or distributions made on
Preferred Shares out of any funds at any time legally available for the
declaration of dividends or distributions, if and when declared by the
Company's Board of Directors. Except as provided in Section 3 of the 1995
Investment and Indemnification Agreement between the Company and certain
stockholders of the Company (the "Investment Agreement"), in no event shall
any dividend be paid or distribution made by the Company unless the net
worth of the Company, as shown on the Company's audited balance sheet as at
the most recent date prior thereto, exceeds Five Million and no/100
($5,000,000) Dollars and the total dividends paid or distributions made by
the Company within the twelve (12) month period immediately preceding the
declaration of the dividends or distributions do not exceed fifty percent
(50%) of the net pre-tax earnings of the Company for the immediate
preceding calendar year. Dividends shall be paid and distributions made on
a pro-rata basis to all outstanding Common Shares and Preferred Shares.
Preferred Shares shall be counted on an as-if-converted basis in
determining whether dividends on Preferred Shares and other shares are
comparable.

C. LIQUIDATION. In the event of the liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, or in the
event of the sale of all or

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substantially all of its assets, or in the event of a consolidation or
merger of the Company with another corporation (unless the shareholders of
the Company immediately prior to any such transaction are holders of a
majority of the voting securities of the surviving or acquiring company
immediately thereafter (for purposes of this calculation, equity securities
which any shareholder of the Company owned immediately prior to such
consolidation or merger as a shareholder of another party to such
transaction shall be disregarded)):

(1) The holders of the Series C Shares then outstanding shall be
entitled to receive in cash, if available, otherwise out of other assets
of the Company, prior and in preference to any distribution of cash or
other assets of the Company to other shareholders, an amount equal to
Four and 238/1000 Dollars ($4.238) per share, subject to adjustment in
the event of any stock dividend, stock split, stock distribution,
combination, or recapitalization or the like involving or undertaken by
the Company with respect to such shares ("Recapitalization"). If upon
the occurrence of such event, the assets and funds of the Company
available for the distribution to its stockholders are insufficient to
pay the holders of the Series C Shares the full amounts to which they
shall be entitled, the holders of the Series C Shares shall instead be
entitled to receive all of the assets and funds of the Company (shared
ratably by such holders) legally available for distribution in
proportion to the respective amounts which would be payable in respect
of the shares held by them upon such distribution if all amounts payable
on or with respect to such shares were paid in full.

(2) After payment of all amounts due to the holders of Preferred
Shares, the holders of Common Shares shall then be entitled, to the
exclusion of the holders of Preferred Shares, to receive in cash or
other assets of the Company, an amount equal to the aggregate paid-in
capital reflected on the financial statements of the Company as of the
date of such distribution, with such distribution being made on a
pro-rata basis to the holders of all outstanding Common Shares.
Following such payment to the holders of Common Shares, the holders of
Common Shares and Preferred Shares shall be entitled to share ratably in
all the assets of the Company thereafter remaining. For purposes of this
joint distribution of assets, the holders of Preferred Shares should be
regarded as owning that number of Common Shares into which the Preferred
Shares would then be convertible.

D. CONVERSION.

(1) OPTIONAL CONVERSION. As provided in these resolutions, each
Preferred Share shall be convertible at the option of the holder thereof
into Common Shares. Each Preferred Share called for redemption by the
Company pursuant to this Resolution, shall cease to be convertible on
and after the date fixed for redemption in the redemption notice, given
pursuant to Section III or IV (as applicable), if provision shall have
been made for its payment. Upon any conversion of Preferred Shares all
accrued but unpaid dividends on the Preferred Shares so converted shall
be paid in full. In order to exercise the conversion privilege, a holder
of Preferred Shares must surrender the certificate to the Company at its
principal office, duly endorsed to the Company, accompanied by notice to
the Company that the holder elects to convert all or a specified portion
of such shares. Preferred Shares converted at the option of the holder
shall be deemed to have been converted on the day of surrender of the
certificate representing such shares for conversion in accordance with
the foregoing provisions, and at such time the rights of the holders of
such

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Preferred Shares shall cease and such holder shall be treated for all
purposes as the record holder of the Common Shares issuable upon
conversion. As promptly as practicable on or after the conversion date,
the Company shall issue and mail or deliver to such holder a certificate
or certificates for the number of Common Shares issuable upon conversion
and a certificate or certificates for the balance of Preferred Shares
surrendered, if any, not converted into Common Shares.

(2) AUTOMATIC CONVERSION. Each Preferred Share shall be
automatically converted into Common Shares, without any action by the
holders thereof, upon the effectiveness of an offering of securities of
the Company to the public pursuant to a registration statement filed
with the Securities and Exchange Commission pursuant to Section 5 of the
Securities Act of 1933, as amended, in which (a) the public offering
price equals or exceeds Six and no/100 ($6.00) Dollars per share (as
adjusted from time to time to reflect any Recapitalization); and (b) the
aggregate offering proceeds equal or exceed $7,500,000. Following such
automatic conversion, the Company shall issue and deliver to each holder
of Preferred Shares a certificate or certificates for the number of
Common Shares into which such Preferred Shares were automatically
converted and the Certificates representing the Preferred Shares shall
be deemed cancelled.

(3) CONVERSION PRICE AND ADJUSTMENTS. The number of Common Shares
issuable in exchange for Series C Shares upon conversion shall be equal
to Four and 238/1000 ($4.238) divided by the conversion price then in
effect, which shall initially be Four and 238/1000 ($4.238). The
conversion price of each series of Preferred Shares as provided above
(collectively the "Conversion Prices") shall be subject to adjustment
from time to time as hereinafter provided:

(a) In the event the outstanding Common Shares shall be
subdivided, combined or consolidated, by stock split, stock
dividend, combination or like event, into a greater or lesser
number of Common Shares, the Conversion Prices in effect
immediately prior to such subdivision, combination, consolidation,
stock split, stock dividend or like event shall, concurrently with
the effectiveness of such event, be proportionately adjusted.

(b) In the case of any capital reorganization or any
reclassification of the stock of the Company (other than as a
result of a stock dividend or subdivision, split-up or combination
of shares) or the consolidation or merger of the Company with or
into another entity (other than a consolidation or merger (i) in
which the Company is the continuing entity and which does not
result in any change in the Common Shares or (ii) which is treated
as a liquidation pursuant to Section II(C) above), the Preferred
Shares shall, after such reorganization, reclassification,
consolidation or merger be convertible into the kind and number of
shares of stock or other securities or property of the Company or
otherwise to which such holder would have been entitled if,
immediately prior to such reorganization, reclassification,
consolidation or merger such holder had converted his Preferred
Shares into Common Shares. The provisions of this subsection shall
similarly apply to successive reorganizations, reclassifications,
consolidations or mergers.

(4) NOTICE OF CONVERSION PRICE ADJUSTMENT. Upon any adjustment of
the Conversion Prices, then and in each such case the Company shall give
notice thereof to the registered holders of Preferred Shares, which
notice shall state the Conversion

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<PAGE> 8

Prices resulting from such adjustment and the increase or decrease, if
any, in the number of shares receivable at such price upon the
conversion of Preferred Shares, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.

(5) RIGHTS OF PRECONVERSION DISTRIBUTIONS. The holders of
Preferred Shares shall have the following rights to certain properties
received by the holders of Common Shares:

(a) In case the Company shall declare a dividend or
distribution upon Common Shares payable other than in cash or
Common Shares, then each holder of Preferred Shares upon the
conversion thereof will be entitled to receive the number of Common
Shares into which such Preferred Shares shall be converted, and, in
addition and without payment therefor, the property which such
holder would have received as a dividend if continuously since the
record date for any such dividend or distribution such holder (i)
had been the record holder of the number of Common Shares then
received, and (ii) had retained all dividends or distributions in
stock or securities payable in respect of such Common Shares or in
respect of any stock or securities paid as dividends or
distributions and originating directly or indirectly from such
Common Shares.

(b) Subject to the provisions of Section II(C) regarding
liquidation rights, if pursuant to any reorganization,
recapitalization, consolidation, merger or other like event, the
Common Shares are converted into or exchanged for other securities
appropriate provision shall be made with respect to the rights and
interests of the holders of the Preferred Shares to the end that
the provisions hereof (including, without limitation provisions for
adjustment of the Conversion Prices and of the number of shares
receivable upon the conversion of such Preferred Shares) shall
thereafter be applicable, as nearly as may be, in relation to any
shares of stock, securities or assets thereafter receivable upon
the conversion of such Preferred Shares.

(6) STATUS OF CONVERTED STOCK. In case any Preferred Shares shall
be converted pursuant to this section, the shares so converted shall be
cancelled, shall not be reissuable and shall cease to be a part of the
authorized capital stock of the Company.

III. REDEMPTION BY THE COMPANY OF THE SERIES C SHARES. At any time, and
from time to time, after April 1, 1999, but prior to March 31, 2002, the
Company may, at its option, redeem all or any portion (but not less than
20% at any one time) of the Series C Shares, then outstanding, at a per
share redemption price of Four and 238/1000 ($4.238) Dollars. If less than
all of the Series C Shares are to be redeemed, any redemptions shall be
made on a pro-rata basis (unless otherwise unanimously agreed by the
holders of Series C Shares then outstanding prior to the scheduled date of
redemption). The Company shall give notice by mail of redemptions pursuant
to this paragraph to holders of record of Series C Shares, which notice (1)
shall specify the date of redemption (which shall be not less than ninety
(90) days after the date of such redemption notice) and the number of
shares to be redeemed from each holder (subject to reduction due to
conversion of Series C Shares by such holder before the date of
redemption); (2) shall be addressed to each holder at his address as shown
on the records of the Company; and (3) shall specify the place where
certificates for such shares are to be surrendered for

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payment of the redemption price. On or after the date fixed for redemption,
each holder of Series C Shares called for redemption shall surrender the
certificate or certificates evidencing such shares to the Company at the
place designated in such notice and shall thereupon be entitled to receive
payment of the redemption price of such shares, together with interest on
any unpaid amount at the rate of prime plus two percent (2%) per annum,
payable in four (4) equal annual installments of principal, plus accrued
interest, with the first installment due on the date the holder surrenders
the certificate and remaining installments due on the first, second and
third anniversaries of the date of redemption. If less than all of the
shares represented by any such surrendered certificate or certificates are
redeemed, the Company shall issue a new certificate for the unredeemed
shares. All rights with respect to such shares so redeemed shall terminate
on the date fixed for redemption, except only the right of the holders
thereof to receive the redemption price without interest (except for the
interest referred to above) upon surrender of such certificates.

IV. MISCELLANEOUS.

A. DEFINITION OF COMMON SHARES. As used in these resolutions the term
"Common Shares" shall mean and include the Company's authorized common
stock and any capital stock of any class of the Company hereafter
authorized which shall have the right to vote on all matters submitted to
the shareholders of the Company and shall not be limited to a fixed sum or
percentage in respect of the rights of the holders thereof to participate
in dividends or in the distribution of assets upon the voluntary of
involuntary liquidation, dissolution or winding up of the Company; provided
that the shares receivable pursuant to conversion of Preferred Shares shall
be shares of voting common stock of the Company, as designated on the date
of issuance of such Preferred Shares, or, in case of any reclassification
of the outstanding shares thereof, the stock, securities or assets provided
for in Subsection II(D)(5)(b) above.

B. FRACTIONAL SHARES: RESERVATION OF SHARES. The Company shall not be
required to issue fractional shares upon conversion of Preferred Shares,
and in any and all cases where, upon such conversion, a fraction of a share
would otherwise be issuable, the Company shall pay to the person otherwise
entitled to receive the same, in lieu thereof, cash in an amount equal to
the then current market value of such fractional share as determined in
good faith by the Board of Directors of the Company as of a date which is
within fifteen (15) days of receipt of the notice of election to convert
referred to in Subsection II(D)(1). The Company shall at all times reserve
and keep available out of its authorized but unissued Common Shares the
full number of Common Shares deliverable upon conversion of all Preferred
Shares solely for the purpose of affecting the conversion of the Preferred
Shares then outstanding.

C. NO IMPAIRMENT. The Company will not through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities, or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Resolution and in
the taking of all actions which may be necessary or appropriate in order to
protect the rights of the holders of Preferred Shares against impairment.

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D. NOTICE OF CERTAIN EVENTS. In case at any time:

(1) the Company shall pay any dividend payable in stock upon Common
Shares or make any distribution (other than regular cash dividends) to
the holders of Common Shares; or

(2) the Company shall offer for subscription pro-rata to the
holders of Common Shares any additional shares of stock of any class or
other rights; or

(3) there shall be any capital reorganization, reclassification of
the capital stock of the Company, or consolidation or merger of the
Company with, or sale of all or substantially all of its assets, to
another corporation; or

(4) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of said cases, the Company shall give notice to
the holders of Preferred Shares, of the date on which (i) the books of
the Company shall close or a record shall be taken for such dividend,
distribution or subscription rights, or (ii) such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation
or winding up shall take place, as the case may be. Such notice shall
also specify the date as of which the holders of Common Shares of record
shall participate in such dividend, distribution or subscription rights,
or shall be entitled to exchange their Common Shares for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as
the case may be. Such written notice shall be given at least twenty (20)
days prior to the action in question and at least twenty (20) days prior
to the record date or the date on which the Company's transfer books are
closed in respect thereto.

E. NOTICE. Any notice required by this Resolution shall be in writing
and shall be deemed given if delivered to the party receiving notice or two
(2) days following deposit in U.S. Mail, postage prepaid, and registered or
certified or delivery to an overnight delivery service, fee prepaid,
addressed as follows:

If to a shareholder of the Company, to the shareholder's address shown
on the books of the Company; or

If to the Company, to the Company's principal office address.

VI. WAIVER. The waiver of any of the provisions of these resolutions
regarding or affecting the Series C Shares shall be effective as to all holders
of Series C Shares if the Company has obtained a written waiver signed by the
holders of not less than fifty-one percent (51%) of the Series C Shares then
outstanding.

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<PAGE> 1

EXHIBIT 3.9

BY-LAWS
OF
BRIGHT START, INC.

OFFICES

1. The principal office of the corporation shall be in the City of St.
Paul, County of Ramsey, State of Minnesota. The corporation may also have
offices at such other places as the Board of Directors may from time to time
appoint, or the business of the corporation may require. Its registered office
in Minnesota shall be 1731 Selby Avenue, St. Paul, Minnesota 55104.

SEAL

2. This corporation shall have no corporate seal.

STOCKHOLDERS' MEETINGS

3. All meetings of the stockholders shall be held at the office of the
corporation in the City of St. Paul, Minnesota, or at such other places as may
be designated from time to time. Except as otherwise provided by law, or by any
agreement to which all of the voting shareholders of this corporation are
parties (a "Shareholders' Agreement"), all stockholder actions shall be taken
upon a "plurality vote", which term shall mean a majority of the quorum present
at any meeting in person or by proxy.

4. The annual meeting of stockholders shall be held on such date as the
Board of Directors shall establish, which date shall not be more than 150 days
after the end of the corporation's fiscal year. At the annual meeting the
stockholders shall elect Directors and transact such other business as may
properly come before them.

5. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders of
the corporation for the transaction of business, except as otherwise provided by
law, by the Articles of Incorporation, by these By-Laws, or by a Shareholders'
Agreement. If, however, such majority shall not be present or represented at any
meeting of stockholders, the stockholders entitled to vote thereat, present in
person or by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until the requisite
amount of voting stock shall be present. At such adjourned meeting at which the
requisite amount of voting stock shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

6. At each meeting of the stockholders, every stockholder having the right
to vote shall be entitled to vote in person or by proxy appointed by an
instrument in writing, subscribed by such stockholder and bearing date not more
than eleven (11) months prior to said meeting, unless said instrument provides
for a longer period. Each stockholder shall have one vote, or such other number
of votes as provided in the Articles of Incorporation, as amended, for each

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<PAGE> 2

share of stock having voting power, registered in his name on the books of the
corporation as of the record date, if any has been established by the Board of
Directors. The vote for the Directors and, upon demand of any stockholder, the
vote upon any question before the meeting, shall be by ballot.

7. Written notice of each regular meeting in form required by Minnesota
Statutes Section 302A.435, subd. 3, shall be mailed to each stockholder entitled
to vote thereat at such address as appears on the stock book of the corporation,
at least ten (10) days, but not more than sixty (60) days prior to the date of
the meeting, except where such meeting is an adjourned meeting and the date,
time and place of the meeting were announced at the time of adjournment.

8. A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the residence of each and the
number of voting shares held by each, shall be prepared by the Secretary and
filed in the office where the election is to be held, at least ten (10) days
before every election is to be held, and shall at all times during the usual
hours for business and during the whole time of said election, be open to the
examination of any stockholders.

9. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the President or by two
(2) or more Directors, and shall be called by the President or Secretary at the
request in writing of stockholders owning not less than one-tenth ( 1/10) of the
voting power of the stockholders entitled to vote at the particular meeting.
Such request shall state the purpose or purposes of the proposed meeting.

10. Business transacted at all special meetings shall be confined to the
subjects stated in the call.

11. Written notice of a special meeting of stockholders, stating the time,
place and object thereof, shall be mailed, postage prepaid, at least ten (10)
days before such meeting, to each stockholder entitled to vote thereat, at such
address as appears on the books of the corporation.

12. Notice of a special meeting of stockholders, stating the time, place
and purpose of any meeting of stockholders may be waived in writing by any
stockholder either before, during or after such meeting.

DIRECTORS

13. The business of this corporation shall be managed by its Board of
Directors, whose members need not be stockholders. The number of Directors shall
be determined by the number of persons elected to serve in such capacity at each
regular, or special meeting called for that purpose, of the shareholders of this
corporation. Each of the Directors shall hold office until the regular meeting
of the shareholders next held after his election and until his successor shall
have been elected and shall qualify, or until he shall resign.

14. The Directors may hold their meetings and have one or more offices, and
keep the books of the corporation, at the office of the corporation or at such
other places as they may, from time to time, determine. Notice of the time and
place of any special meeting of the Board of Directors shall be given at least
ten (10) days prior to the date of the meeting if given by mail and at least
five (5) days prior to the date of the meeting if given by telephone or personal
delivery.

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15. In addition to the powers and authorities by these By-Laws expressly
conferred upon them, the Board may exercise all such powers of the corporation,
and do all such lawful acts and things as are not by statute, or by the Articles
of Incorporation, or by these By-Laws, directed or required to be exercised or
done by the stockholders. Directors may participate in meetings by means of
electronic communication as authorized by the Minnesota Business Corporation
Act. Action may be taken by the Board of Directors without a meeting by written
action signed by all Directors.

COMMITTEES

16. The Board of Directors may, by resolution or resolutions passed by a
majority of those Directors constituting the whole Board, designate one or more
committees, each committee to consist of one or more of the Directors of the
corporation, which, to the extent provided in such resolution or resolutions, or
in these By-Laws, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the corporation. Such
committee or committees shall have such name or names as may be stated in these
By-Laws or as may be determined from time to time by resolution adopted by the
Board of Directors.

17. The committees shall keep regular minutes of their proceedings and
report the same to the Board when required.

COMPENSATION OF DIRECTORS

18. Directors, as such, shall not receive any stated salary for their
services, but, by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular meeting of the
Board; provided that nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity and receiving
compensation therefor.

19. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

MEETINGS OF THE BOARD

20. The newly elected Board may meet at the principal office of the
corporation or at such place as may be determined by the Board of Directors.

21. Regular meetings of the Board may be held without notice at such time
and place as shall, from time to time, be determined by the Board.

22. At all meetings of the Board, a majority of the Directors shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the Directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Articles of Incorporation
or by these By-Laws.

3
<PAGE> 4

OFFICERS

23. The officers of the corporation shall be chosen by the Directors, and
shall be a President and a Chief Operating Officer. The Board of Directors may
also choose a Chairman of the Board, one or more Vice Presidents, a Secretary,
Assistant Secretaries, Treasurer and Assistant Treasurers. Any of said offices
may be held by the same person.

24. The Board of Directors, at its first meeting after each regular meeting
of stockholders, shall choose the President and the Chief Operating Officer, as
well as such other officers as may be elected, who need not be members of the
Board.

25. The Board may appoint such other officers and agents as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board.

26. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors.

27. The salaries of all officers of the corporation shall be fixed by the
Board of Directors.

28. All officers shall respectively have such authority and perform such
duties in the management of the business of the corporation as is customary for
like officers in like corporations and such duties as may be specifically
assigned to them, or the performance of which may be specifically authorized by
the Board of Directors or by the Executive Committee of this corporation.

VACANCIES

29. If the office of any Director, or of any officer or agent, one or more,
becomes vacant by reason of the death, resignation, retirement,
disqualification, removal from office, or otherwise, the Directors then in
office, although less than a quorum, by a majority vote may choose a successor
or successors, who shall hold office for the unexpired term in respect of which
such vacancy occurred.

DUTIES OF OFFICERS MAY BE DELEGATED

30. In case of the absence of any officer of the corporation, or for any
other reason that the Board may deem sufficient, the Board may delegate, for the
time being, the powers or duties, or any of them, of such officer to any other
officer, or to any Directors, provided a majority of the entire Board concur
therein.

CERTIFICATES FOR STOCK

31. Certificates for stock of this corporation shall be in such form as the
Board of Directors may from time to time prescribe and shall be signed by the
President or a Vice President or by the Secretary, only one signature being
required. If certificates are signed by a transfer agent, acting on behalf of
the corporation, or a registrar, the signatures of the officers of the
corporation may be facsimiles.

4
<PAGE> 5

32. The Board of Directors shall have the power to appoint one or more
transfer agents and registrars for the transfer and registration of certificates
of stock of any class, and may require that stock certificates shall be
counter-signed and registered by one or more of such transfer agents and
registrars.

33. Shares of capital stock of the corporation shall be transferable on the
books of the corporation, maintained by it, or by its transfer agent or
registrars, only by the holder of record thereof in person or by a duly
authorized attorney, upon surrender and cancellation of certificates for a like
number of shares.

34. In case any certificate for the capital stock of the corporation shall
be lost, stolen or destroyed, the corporation may require such proof of the fact
and such indemnity to be given to it and to its transfer agent and registrar, if
any, as shall be deemed necessary or advisable by it.

35. The Board of Directors shall have the power to fix in advance a date,
not exceeding fifty (50) days preceding the date of any meeting of the
stockholders, or the date for the payment of any dividend or the date of
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of and to vote at any such meeting, or
entitled to receive payment of any such dividend, or any such allotment of
rights, or to exercise any rights in respect to any such change, conversion, or
exchange of capital stock, and in such case only stockholders of record on the
date so fixed shall be entitled to such notice of and to vote at such meeting,
or to receive payment of such dividend, or allotment of rights, or exercise such
rights, as the case may be, and notwithstanding any transfer of any stock on the
books of the company after any such record date fixed as provided herein.

CHECKS

36. All checks or demands for money and notes of the corporation shall be
signed by such person or persons as the Board of Directors may from time to time
determine.

NOTICES

37. Whenever, under the provisions of these By-Laws, notice is required to
be given to any Director, officer or stockholder, it shall not be construed to
mean personal notice, but such notice may be given in writing, by mail, by
depositing the same in the post office or letterbox, in postpaid sealed wrapper,
addressed to such stockholder, officer or Director at such address as appears on
the books of the corporation, or in default at such address, to such Director,
officer or stockholder at the General Post Office in the City of St. Paul, and
such notice shall be deemed to be given at the time when the same shall be thus
mailed. Any stockholder, Director or officer may waive any notice required to be
given under these By-Laws.

AMENDMENTS

38. These By-Laws may be altered or amended by the affirmative vote of a
majority of the stock issued and outstanding and entitled to vote thereat, at
any regular or special meeting of the stockholders, if notice of the proposed
alteration or amendment be contained in the

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notice of meeting, or by the affirmative vote of a majority of the Board of
Directors, if the alteration or amendment proposed at a regular or special
meeting of the Board.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

39. The corporation shall indemnify such persons for such expenses and
liabilities, in such manner, under such circumstances, and to such extent as
shall be permitted by Section 302A.521, Minnesota Statutes, as now enacted or
hereafter amended.

* * * * * * * * * * *

The undersigned, Secretary of this corporation, certifies that the
foregoing Amended By-Laws are the by-laws adopted by the Board of Directors of
the corporation on May 6,1991.

/s/ SUSAN JOHNSON-JACKA
--------------------------------------
Susan Johnson-Jacka, Secretary

<PAGE> 1

EXHIBIT 12.1

COMPUTATION OF RATIOS

The ratio of earnings to fixed charges for the periods indicated below were
as follows:

<TABLE>
<CAPTION>
52 WEEKS 52 WEEKS 52 WEEKS 52 WEEKS 44 WEEKS
ENDED ENDED ENDED ENDED ENDED
AUGUST 26, AUGUST 31, AUGUST 30, AUGUST 29, JULY 3,
1995 1996 1997 1998 1999
---------- ---------- ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges............ -- -- 1.09 -- 1.01
Deficiency in the
coverage of fixed
charges by earnings.... $20,617 $2,034 -- $8,057 --
</TABLE>

For purposes of calculating the above ratios, earnings are defined as
income before income taxes and extraordinary items, plus fixed charges. Fixed
charges consists of interest expense on all indebtedness, amortization of
deferred financing costs, and one-third of rental expense on operating leases
representing that portion of rental expense deemed by the Company to be
attributable to interest. The ratio of earnings to fixed charges equals earnings
divided by fixed charges.

<PAGE> 1

EXHIBIT 21.1

SUBSIDIARIES OF REGISTRANT

<TABLE>
<CAPTION>
NAME STATE OF INCORPORATION
- ---- ----------------------
<S> <C>
LPA Services, Inc. ......................................... Delaware
Bright Start, Inc. ......................................... Minnesota
</TABLE>

<PAGE> 1

EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

To Stockholders and the Board of Directors of
LPA Holding Corp.
Overland Park, Kansas

We consent to the use in this Post-Effective Amendment No. 2 to
Registration Statement No. 333-56239 of La Petite Academy, Inc. of our report
dated September 3, 1999 (December 15, 1999 as to Note 13), appearing in the
Prospectus, which is a part of such Registration Statement, and to the reference
to us under the headings "Selected Consolidated Financial and Other Data" and
"Experts" in such Prospectus.

DELOITTE & TOUCHE LLP

Kansas City, Missouri
December 22, 1999

<PAGE> 1

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Post Effective Amendment No. 2 to Registration Statement (Form S-4 No.
333-56239) and related Prospectus of La Petite Academy Inc. for the registration
of its Series B Senior Notes and to the incorporation by reference therein of
our report dated October 9, 1998, with respect to the financial statements of
Bright Start, Inc. included in the Current Report on Form 8-K of LPA Holding
Corp. dated as of December 7, 1999, filed with the Securities and Exchange
Commission.

Ernst & Young LLP

Minneapolis, Minnesota

December 22, 1999