financings of KinderCare Learning Centers Inc. and Aramark Educational Resources by Knowledge 150 Learning Corporation. Previously, Mr. Neumann was with TCW / Crescent Mezzanine where he completed mezzanine financings primarily for leveraged buyout transactions. Prior thereto, Mr. Neumann worked in the investment banking division of Deutsche Bank (Bankers Trust) in the Financial Sponsors Group. Mr. Neumann earned a Bachelors of Business Administration from the University of Notre Dame. 151 KUE Advisory Board Les Biller Leslie Biller is retired Vice Chairman & Chief Operating Officer of Wells Fargo & Company. Mr. Biller joined Wells Fargo in 1998, when it merged with Norwest Corporation. Prior to that, he spent nearly 11 years at Norwest, where he held various executive positions including Executive Vice President and head of Strategic Planning and Acquisitions, Executive Vice President and head of the company's South Central Community Banking operations, and President and Chief Operating Officer. Before joining Norwest, he was Executive Vice President and head of Consumer Markets at Bank of America, based in San Francisco. Mr. Biller joined Bank of America in 1985 as the Senior Vice President of International Consumer Markets. Prior to that, he was with Citicorp for 12 years, where he was a Regional Business Manager, U.K. Region; and Vice President and Business Manager, Italy. Mr. Biller serves on the Board of Directors of Ecolab Inc., and is a director of the Los Angeles Urban League, the Autry Museum of Western Heritage, and is a Founders Circle member of the Fulfillment Fund. He earned his MBA from Xavier University in Cincinnati, Ohio, and holds a bachelor's degree in chemical engineering from City College of New York. Ted Mitchell Ted Mitchell was recently named CEO of the New Schools Venture Fund after having served on the New Schools Board of Directors for seven years. Mr. Mitchell previously served as president of Occidental College for six years. Immediately prior to Occidental, he served as Vice President for Education and Strategic Initiatives of the J. Paul Getty Trust. He was also the Deputy to the President at Stanford University, Vice Chancellor at UCLA, and a Professor of Education at Dartmouth. Mr. Mitchell is an Education Advisor to California Senator Dianne Feinstein and served as a Senior Education Advisor to Los Angeles Mayor Richard Riordan. Tsvi Gal As Chief Technology Officer for Deutsche Bank Asset Management ("Deutsche Bank"), Tsvi Gal is responsible for constructing an industry leading, state of the art, evolutionary architecture which has competitively positioned Deutsche Bank for future growth through innovation, processing scale and efficiency. Prior to joining Deutsche Bank, Mr. Gal was responsible for overseeing global IT operations at Warner Music Group ("WMG"), formerly part of the Time Warner family of operations and now a privately- held multinational music and publishing company. He lent his considerable global technical expertise to the task of integrating WMG's global systems and exploring technological synergies, as well as maximizing the opportunities presented by new technologies. Prior to joining WMG, Mr. Gal held the role of president of AT&T's ATT.COM from 2000 to 2002, where he was responsible for AT&T's E*Business and E"commerce activities. In this position, he oversaw the revitalization of AT&T's presence in the market ensuring its transition into a modern era electronic business market leader. Earlier, Mr. Gal was the Chief Technology Officer for Enterprise Technology services at Merrill Lynch & Company, where he helped build the electronic trading system. From 1996 to 1999, he was Executive Vice President and CIO of North America Applications ABN AMR() Bank, one of the world's largest global banks. Mr. Gal is a computer-science graduate of Rutgers University, and holds an MBA from Golden Gate University. 152 KLC Management Name KLC Ke Mana•ement Years with Company Industry Exp. Position Elanna Yalow President and COO 16 19 Dan Jackson CFO 9 9 Toni Jaffe SVP of Human Resources 1 1 Eva Kripalani SVP & General Counsel 9 9 Marcy Suntken SVP of School Partnerships 14 20 Dan Frechtling SVP of Business Development 1 1 Sharon Bergen SVP of Education and Training 18 18 Steve Brown President, KCDL 1 1 Total 69 78 Average 8.6 9.7 Elanna Yalow, Ph.D., President and Chief Operating Officer Dr. Yalow has been President and Chief Operating Officer of KLC since January 1996, having joined the company in 1989 to initiate development of the employer-sponsored services division. Currently, Dr. Yalow is responsible for supervising all center operations and support functions. Her educational degrees include a Ph.D. in educational psychology from Stanford University School of Education in 1980 with an emphasis on the design and evaluation of educational programs for children as well as an M.B.A. from Stanford University's Graduate School of Business in 1989. With a background in educational research and development, Dr. Yalow contributed to numerous statewide and national curriculum development and assessment projects. Dr. Yalow has written extensively on matters related to the education of young children. Mark Moreland, Executive Vice President, Finance and Chief Financial Officer Mr. Moreland is Executive Vice President and Chief Financial Officer of Knowledge Learning Corporation (KLC). Mr. Moreland joined KLC during 2006. Prior to joining KLC, Mr. Moreland was Interim CFO with Movie Gallery, Inc.; the $2.6 billion holding company of the Movie Gallery and Hollywood Video movie rental stores with 4,700 stores nationwide. Before being appointed interim CFO, Mr. Moreland served as Senior Vice President, Finance and Treasurer. Before joining Movie Gallery, he was with Kmart Corporation in both merchandising finance and treasury capacities, last holding the role of Divisional Vice President, Assistant Treasurer. Mr. Moreland has also worked with Deloitte Consulting, Blue Shield of California and the U.S. General Accounting Office. Mr. Moreland earned an MBA from the University of Michigan and a B.S. in Economics from the University of Texas at Arlington. Eva Kripalani, Senior Vice President and General Counsel Ms. Kripalani became KLC's Senior Vice President and General Counsel in January 2005. Prior to that, Ms. Kripalani served as Senior Vice President, General Counsel and Secretary of KinderCare since July 2001. She joined KinderCare in July 1997 as Vice President, General Counsel and Secretary. Prior to joining KinderCare, Ms. Kripalani was a partner in the law firm of Stoel Rives LLP in Portland, Oregon, where she had worked since 1987. Ms. Kripalani received her J.D., magna cum laude, from the 153 Willamette University College of Law in 1986 and her B.S. in Finance-Law, magna cum laude, from Portland State University in 1983. Dan Frechtling, Senior Vice President, Marketing and Business Development Mr. Frechtling was named Senior Vice President, Marketing and Business Development in 2005. Prior to joining KLC, Mr. Frechtling served as Vice President, Strategy and Business Development and Director, Marketing at Mattel. He was Vice President, Corporate Development at Stamps.com and Senior Associate at McKinsey & Company. He serves on the board for the Portland-Suzhou Sister City Association. Mr. Frechtling graduated from Northwestern University in 1993 and earned his MBA from Harvard Business School in 1997. Sharon Bergen, Senior Vice President, Education and Training Ms. Bergen joined KLC in 1997 and has held several progressively responsible positions in the Education and Training Department until her promotion to Vice President in 2002 and her current position in 2005. As Senior Vice President of Education and Training, Ms. Bergen oversees company-wide curriculum program development, implementation and training activities. Ms. Bergen earned a B.S. in Child Development from Minnesota State University and an M.A. in Early Childhood Education from Concordia University. Her career includes a rich variety of professional experiences in the early childhood field including prior work with several child care companies and non-profit agencies. She is a member of numerous educational organizations, including the National Association for the Education of Young Children (NAEYC) and the American Society of Training and Development (ASTD), and serves on a variety of advisory councils, task forces and committees within the early childhood profession. 154 Real Estate Management Team / Greenstreet Real Estate Partners Steven Green, Chairman and Chief Executive Officer See KUE Advisory Board section for complete biography Jeffrey Safchik, Chief Operating Officer and Chief Financial Officer See KUE Advisory Board section for complete biography Steven Cox, Executive Vice President, Real Estate Mr. Cox has over 25 years of real estate development, investment, and asset management experience. Prior to joining Greenstreet, Mr. Cox was Managing Principal of Tishman Heskin Partners. Tishman Heskin is a national real estate investment and asset management firm focused upon opportunistic acquisitions of real estate and loan assets. At Tishman Heskin, Mr. Cox's activities included all aspects of strategic direction, market analysis, acquisition, positioning / re-positioning, leasing, and disposition of over $245 million of real estate nationwide. Since 1992, during Mr. Cox's term at Tishman Heskin Partners, the company consistently delivered above average returns to its investors, many of whom were offshore private clients. His experience in co-investing as a principal with globally oriented private clients provides Mr. Cox with a firm understanding of his primary role of investment origination on behalf of GOP. Prior associations include the Heskin Group, Towle Heskin Partners, Heskin Signet Partners and TCF Service and Mortgage Corporation. In 1986, as a founding member and principal of the Heskin Group (the managing member of the Towle Heskin Partners and Heskin Signet Partners), Mr. Cox oversaw the asset management direction and disposition of over $1 billion in real estate and loan assets together with financial and sale advisory assignments covering assets in excess of $2 billion in book value. Mr. Cox holds a B.S.B. in Finance with additional studies in Economics from the University of Minnesota. 155 KSI Board of Directors Les Biller, Director See KUE Advisory Board section for complete biography. Ralph Finerman, Director Mr. Finerman became a director of KLC in 1999. Mr. Finerman is the President of RFG Financial Group, Inc., a position he has held since 1994. Mr. Finerman is a CPA and an attorney and practiced in New York prior to forming RFG Financial Group, Inc. in 1994. Mr. Finerman also serves as a director of Nextera Enterprises, Inc. and as an officer or director of other privately-held affiliates of KLC and Krest LLC. Stephen Goldsmith, Director See KUE Management section for complete biography. Steven Green, Director See KUE Management section for complete biography. Stanley E. Maron, Director Mr. Maron became a director of KLC in 2004. Mr. Maron is a senior shareholder in the law firm of Maron & Sandler, a position he has held since September 1994. Mr. Maron is also a director of LeapFrog Enterprises, Inc. and Nextera Enterprises, Inc., and serves as an officer or director of various other privately-held affiliates of KLC and Krest LLC. Lowell Milken, Director See KUE Management section for complete biography. Wendi Murdoch, Director Wendi Murdoch is currently an advisor to News Corporation on its business development in the Asia Pacific region. Mrs. Murdoch is responsible for identifying and evaluating business opportunities in new media and the Internet, managing relationships with government organizations and officials, recruiting personnel and locating local partners. Previously, she served as the Vice President of News Corporation's Asian satellite network, the Hong Kong based Star TV. In that capacity she was instrumental in formulating STAR Sports and ESPN Asia. Mrs. Murdoch holds a Bachelors degree in economics from California State University at Northridge and an MBA from Yale University. Jeff Safchik, Director See KUE Management section for complete biography. Richard Sandler, Director See KUE Management section for complete biography. 156 k12 Management Ron Packard, Chairman and Founder Mr. Packard serves as Chairman of the Executive Committee of k12 and as acting Chief Executive Officer. Prior to co-founding k12 and since 1997, Mr. Packard has been an executive officer of KU Schools, whose subsidiaries and business ventures include early childhood education, charter school education, and after school programs. From 1994 to 1997, Mr. Packard served as President of Forestal Trillium Limitada, a South American company. Mr. Packard also has worked as a consultant for McKinsey & Company and a mergers and acquisitions specialist at Goldman Sachs. Mr. Packard also serves on the Advisory Board for Department of Defense Schools. Mr. Packard holds a B.S. and B.A. from the University of California at Berkeley and an M.B.A. from the University of Chicago. He is also a Chartered Financial Analyst. John Baule, Executive Vice President of Operations and Chief Financial Officer Mr. Baule previously served as CFO for Headstrong, a global consultancy based in Fairfax, Virginia, from 1999 to 2004. At Headstrong he was responsible for activities ranging from raising funds, to strategy, to daily process improvement on a global basis. Mr. Baule acted as Mead-Johnson's CFO in their international office in Hong Kong. Prior to Headstrong, Mr. Baule spent nine years at Bristol Myers-Squibb in a variety of international accounting and finance roles. Mr. Baule began his career at KPMG. He holds a B.B.A. in accounting from the College of William and Mary in Williamsburg, VA. Bror Saxberg, Senior Vice President, Learning and Content Bror Saxberg serves as Senior Vice President of Learning and Content of k12. From 1998 to 2000, Dr. Saxberg served as Vice President of Operations at Knowledge Testing Enterprises, a developer of Web- based assessments for IT skills, where he was responsible for technology, testing and operations. From 1995 to 1997, Dr. Saxberg served as Publisher and General Manager of DK Multimedia, and he has also worked as a consultant for McKinsey & Co. Dr. Saxberg holds a B.S. from the University of Washington, an M.A. from Oxford University, a Ph.D. from MIT and an M.D. from Harvard University. Thomas Boysen, Senior Vice President, Chief School Officer Mr. Boysen serves as Senior Vice President and Chief School Officer of k12. Previously, he was COO of the Los Angeles Unified School District. Prior to this, Mr. Boysen was State Commissioner of Education in the State of Kentucky. He has also served as superintendent of schools for the San Diego Unified and Conejo Valley Unified school districts. Charles Zogby, Senior Vice President, Education Policy Mr. Zogby, serves as Senior Vice President of Education Policy. Previously, he served as Secretary of Education for the Commonwealth of Pennsylvania, where he helped craft one of the most successful and comprehensive education reform agendas in modern Pennsylvania history and lead the state's development and legislative passage of the U.S.' first comprehensive cyber charter school law. Prior to his appointment, Mr. Zogby served as Pennsylvania Gov. Ridge's policy director, where he was responsible for coordinating policy development and initiatives across 18 executive branch agencies. Mr. Zogby earned a bachelor's degree in economics from St. Lawrence University and his law degree, with distinction, from George Mason University School of Law. John Holdren, Senior Vice President, Curriculum Mr. Holdren serves as Senior Vice President of Curriculum of k12. From 1991 to 2000, Mr. Holdren served as Vice President and Director of Research and Publications at Core Knowledge Foundation. While at Core Knowledge Foundation, Mr. Holdren oversaw the development of the Core Knowledge Sequence: Content Guidelines for Grades K-8 and co-edited the Core Knowledge Series resource books. Mr. Holdren also has taught literature and writing at the University of Virginia and Harvard University. Mr. Holdren holds a B.A. from The Johns Hopkins University and an MA. from the University of Virginia. 157 19.2. Appendix B: Knowledge Learning Corporation: Management's Discussion & Analysis of Financial Condition and Results of Operations for the Fiscal Years Ended December 31, 2005, 2004 and 2003 158