[LOGO] ARAMARK

Memorandum
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To:      Jim Ksansnak                             From:   Brian Mulveney

Subject: Consulting Fees for AER                  Date:   February 12, 2001


The suggested arrangements to cover your consulting services to ARAMARK
Educational Resources are as follows:

     Fees:         $2,500.00 per day.

     Expenses:     All normal business expenses incurred as a result of your
                   duties with AER will be reimbursed.

     Airfare:      First class airfare will be reimbursed for travel related to
                   your duties with AER.

Jim, I would suggest that you periodically send me an invoice and I will insure
prompt processing. Let me know if you have any questions or concerns.

BM/bw


Agreed To And Accepted:    /s/ Jim Ksansnak
                           ---------------------
                           Jim Ksansnak

                               2/12/01
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                           Date

Source: OneCLE Business Contracts.