No. Copy: _________________ Recipient _____________________________________ CONFIDENTIAL Private Placement Memorandum Dated September 27, 2006 $1,000,000,000 KNOWLEDGE UNIVERSE EDUCATION L.P. KUE Management Inc. Investment Units consisting of Common Limited Partner Units of Knowledge Universe Education LP and Class A Ordinary Shares of KUE Management Inc. Knowledge Universe Education L.P. ("KUE," and, together with its subsidiaries, the "Company") is a Cayman Islands exempted limited partnership. KUE Management Inc. is a Cayman Islands exempted company and the sole general partner of KUE (the "General Partner"). KUE is the indirect controlling stockholder of Knowledge Learning Corporation ("KLC"), the largest for-profit early childhood care and education company in the U.S., which operates approximately 2,500 locations in 39 states. We are offering investment units (the "Units"), each comprised of one Common limited partner unit ("Common LP Unit") in KUE and one Class A ordinary share of the General Partner ("Class A Share"), for $1,000 per Unit. We are offering the Units on a strictly confidential basis pursuant to a private placement with Goldman, Sachs & Co. and Credit Suisse acting as placement agents (the "Agents"), subject to various conditions, exclusively to accredited investors. We intend to use the net proceeds from the sale of the Units to expand operations, including through strategic acquisitions in the U.S. and internationally, to develop new products and services, to repay certain existing indebtedness and for other corporate purposes. We reserve the right to withdraw, cancel or modify the offer and to reject orders in whole or in part. The offering is expected to be completed in one or more closings on or prior to March 31, 2007. The Units and the underlying Common LP Units and Class A Shares have not been, nor will they be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or qualified u