JOINT REPORTING AGREEMENT AND POWER OF ATTORNEY

JOINT REPORTING AGREEMENT
AND
POWER OF ATTORNEY

           WHEREAS, the statement on Schedule 13D (the “Joint Statement”) to which this joint reporting agreement and power of attorney (the “Agreement”) is an exhibit is being filed on behalf of two or more persons (collectively, the “Reporting Persons”) with respect to their beneficial ownership of shares of Common Stock of Childtime Learning Centers, Inc., a Michigan corporation (the “Issuer”); and

           WHEREAS, the Reporting Persons prefer to file the Joint Statement on behalf of all of the Reporting Persons rather than individual statements on Schedule 13D on behalf of each of the Reporting Persons;

          NOW THEREFORE, the undersigned hereby agree as follows with each of the other Reporting Persons:

           1. Each of the Reporting Persons is responsible for the timely filing of the Joint Statement and any amendments thereto.

           2. Each of the Reporting Persons is responsible for the completeness and accuracy of the information concerning such Reporting Person contained in the Joint Statement.

           3. None of the Reporting Persons is responsible for the completeness or accuracy of the information concerning the other Reporting Persons contained in the Joint Statement, unless such Reporting Person knows or has reason to believe that such information is inaccurate.

           4. The undersigned agrees that the Joint Statement is, and any amendment thereto will be, filed on behalf of each of the Reporting Persons.

           5. The undersigned hereby appoints Xxxxxxxx Xxxxxxxx as attorney-in-fact for the undersigned with authority to execute and deliver on behalf of the undersigned (i) any and all documents (including any amendments thereto) required to be filed by the undersigned or otherwise executed and delivered by the undersigned pursuant to the Securities Exchange Act of 1934, as amended, the Securities Act of 1933, as amended, all other federal, state and local securities and corporation laws, and all regulations promulgated thereunder relating to the undersigned's beneficial ownership of securities of the Issuer, and (ii) any and all amendments hereto for the purpose of adding additional Reporting Person(s) parties hereto.

           6. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

Dated: May 16, 2003

XXXXXXX X. XXXXX*
HVS BOXERS LLC*
XXXXXX X. XXXXXXX*
AMCITO PARTNERS, L.P.*
AMCITO G.P.*
XXXXXX X. LITTLE*
XXXXXXX X. LITTLE*
XXXXXXXXXX X. XXXXXX*
BRANDYWINE MANAGERS, LLC*
XXXXX X. XXXXXXXXX*
XXXXXX XXXXXXXX*
XXXXXX X. XXXXXX*
XXXX X. XXXXXXXX*
BARCAM HOLDINGS, INC.*
XXXXXXX XXXXX*
XXXXXXX X. XXXXXXXX*
XXXXXXXX X. XXXXX*
XXXXXX X. XXXXXXXX*
XXXXXXX XXXXXX*
XXXX XXXXXXXXX*
XXXXXXX XXXXXXXXX*
XXXXXXXXX XXX XXXXXX*
XXXXX X. XXXXXXXX*
TRUST FBO XXXXXXX XXXXXXX*
TRUST U/A/D 12/21/87 FBO
   XXXX XXXXXXXXX XXXXXXXX*
XXXXX X. XXXXXX*
(Names of Reporting Persons)


*By:/s/ Xxxxxxxx X. Xxxxxxxx                                 
       Xxxxxxxx X. Xxxxxxxx, as Attorney-in-Fact

JP ACQUISITION FUND II, L.P.
(Name of Reporting Person)
By: JPAF Limited Partnership, its general partner
By: JPAF, Inc., its general partner

By:/s/ Xxxxxxxx X. Xxxxxxxx                      
Name: Xxxxxxxx X. Xxxxxxxx
Title: President


JPAF LIMITED PARTNERSHIP
(Name of Reporting Person)
By: JPAF, Inc., its general partner

By:/s/ Xxxxxxxx X. Xxxxxxxx                      
Name: Xxxxxxxx X. Xxxxxxxx
Title: President


JPAF, Inc.
(Name of Reporting Person)

By:/s/ Xxxxxxxx X. Xxxxxxxx                             
Name: Xxxxxxxx X. Xxxxxxxx
Title: President


JP ACQUISITION FUND III, L.P.
(Name of Reporting Person)
By: JPAF III LLC, its general partner
By: Xxxxxxxx Partners, its sole member

By:/s/ Xxxxxxxx X. Xxxxxxxx                      
Name: Xxxxxxxx X. Xxxxxxxx
Title: Managing Partner


JPAF III LLC
(Name of Reporting Person)
By: JPAF III LLC, its general partner
By: Xxxxxxxx Partners, its sole member

By:/s/ Xxxxxxxx X. Xxxxxxxx                      
Name: Xxxxxxxx X. Xxxxxxxx
Title: Managing Partner


XXXXXXXX PARTNERS
(Name of Reporting Person)

By:/s/ Xxxxxxxx X. Xxxxxxxx                      
Name: Xxxxxxxx X. Xxxxxxxx
Title: Managing Partner


XXXXXXXX X. XXXXXXXX
(Name of Reporting Person)


By:/s/ Xxxxxxxx X. Xxxxxxxx                      


XXXXXXXX PARTNERS PROFIT SHARING PLAN
(Name of Reporting Person)

By:/s/ Xxxxxxxx X. Xxxxxxxx                      
Name: Xxxxxxxx X. Xxxxxxxx
Title: Trustee


By:/s/ Xxxxxxxx X. Xxxxx                      
Name: Xxxxxxxx X. Xxxxx
Title: Trustee

Dated: May 16, 2003

XXXXX XXXX
(Name of Reporting Person)

By: /s/Xxxxx Xxxx                                            

Dated: May 16, 2003

XXXXXX XXXXXXX
(Name of Reporting Person)

By: /s/Xxxxxx Xxxxxxx                                            

Dated: May 16, 2003

XXXXXX XXXXXXX
(Name of Reporting Person)

By: /s/Xxxxxx Xxxxxxx                                             

Dated: May 16, 2003

XXXXXXXXXXX X. XXXXX
(Name of Reporting Person)

By: /s/ Xxxxxxxxxxx X. Xxxxx                                            

Dated: May 16, 2003

XXXXXXXX XXXXXXX
(Name of Reporting Person)

By: /s/ Xxxxxxxx Xxxxxxx                                            

Dated: May 11, 2003

D. XXXXXXX XXXXXX
(Name of Reporting Person)

By: /s/ D. Xxxxxxx Xxxxxx                                            

Dated: May 13, 2003

XXXXX XXXXX
(Name of Reporting Person)

By: /s/ Xxxxx Xxxxx                                             

Dated: May 13, 2003

XXXXXXX XXXXX
(Name of Reporting Person)

By: /s/ Xxxxxxx Xxxxx                                            

Dated: May 16, 2003

XXXXXXX XXXXX XXXXXX
(Name of Reporting Person)

By: /s/ Xxxxxxx Xxxxx Xxxxxx                                             

Dated: May 12, 2003

XXXX XXXXXXXXXX
(Name of Reporting Person)

By: /s/ Xxxx Xxxxxxxxxx