CHILDTIME LEARNING CENTERS INC
EX-10.1 LETTER AGREEMENT DATED JULY 26, 2001
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>k66277ex10-1.txt
<DESCRIPTION>EX-10.1 LETTER AGREEMENT DATED JULY 26, 2001
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

  LETTER AGREEMENT DATED JULY 26, 2001 BETWEEN JACOBSON PARTNERS ON BEHALF OF
              CHILDTIME LEARNING CENTERS, INC. AND JAMES J. MORGAN


                                                     84 Roast Meat Hill Road
                                                     Killingsworth, CT  06419

                                                     July 26, 2001


Mr. Benjamin Jacobson
Jacobson Partners
595 Madison Avenue
Suite 3100
New York, NY  10022

Dear Ben:

You asked that I summarize our understanding regarding my continued services to
Childtime. This letter serves to do that.

A new Chief Executive Officer will be hired in the very near future. At that
time I will be made Chairman of the Board of Directors of Childtime. Upon
assuming that role, my main objective in addition to the administrative
functioning as Chairman will be to serve as a mentor and advisor to the new CEO,
to provide continuing visibility to the Childtime organization, and to represent
the interests of George Kellner and Jacobson Partners.

TIME: Until the new CEO is in place, I will continue my weekly schedule at
Childtime. Upon his start, I will make two trips a month for Childtime, either
to Farmington Hills or to the field, in coordination with the new CEO, amounting
to three or four workdays a month regularly.

CASH COMPENSATION: My current monthly compensation of $15,000 will be paid for
the month of August. Starting September 1, 2001, assuming my new role is in
effect at that time, I will be compensated $7,500 monthly for six months
beginning 9/1.

STOCK OPTIONS: The currently vested 60,000 options will be re-dated to expire on
September 1, 2006. In addition, upon assuming the Chairman's position, I will be
issued 50,000 options at an option price of $11 a share. These options will vest
one year from the date of issue and will expire September 1, 2006.

I look forward to this next phase of my involvement with Childtime. Thank you
for the opportunity to continue contributing to the re-establishment of
Childtime as a successful enterprise.

Sincerely,


/s/ JAMES MORGAN
-------------------
JAMES J. MORGAN

                                      E-1

</TEXT>
</DOCUMENT>
