KINDERCARE LEARNING CENTERS, INC.

                                 RESTATED BYLAWS

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

          Section 1. Place of Meeting and Notice. Meetings of the stockholders
of the Corporation shall be held at such place either within or without the
State of Delaware as the Board of Directors may determine, or, in the sole
discretion of the Board of Directors, shall not be held at any place, but may
instead be held solely by means of remote communication as authorized by
Delaware General Corporation Law.

          Section 2. Annual and Special Meetings. Annual meetings of
stockholders shall be held at a date, time, place, if any, and by means of
remote communications if any, by which stockholders and proxy holders may be
deemed to be present in person and vote at such meeting as fixed by the Board of
Directors and stated in the notice of meeting, to elect a Board of Directors and
to transact such other business as may properly come before the meeting. Special
meetings of the stockholders may be called by the Board of Directors or Chief
Executive Officer for any purpose and shall be called by the Chief Executive
Officer or Secretary if directed by the Board of Directors or requested in
writing by the holders of not less than 25% of the capital stock of the Company.
Each such stockholder request shall state the purpose of the proposed meeting.

          Section 3. Notice. Except as otherwise provided by law, at least 10
and not more than 60 days before each meeting of stockholders, written notice,
or electronic transmission of notice if consented to by a stockholder entitled
to notice, of the time, date and place (or means of remote communication if
applicable) of the meeting, and, in the case of a special meeting, the purpose
or purposes for which the meeting is called, shall be given to each stockholder.
Any previously scheduled annual or special meeting of the stockholders may be
postponed or canceled by resolution of the Board of Directors upon public notice
given prior to the time previously scheduled for such meeting of stockholders.

          Section 4. Waiver of Notice. Whenever notice is required to be given
to stockholders under any provision of the Delaware General Corporation Law, the
Certificate of Incorporation or the Bylaws, a written waiver, signed by the
stockholder entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a stockholder at a
stockholders meeting shall constitute a waiver of notice of such meeting, except
when the stockholder attends a meeting for the express purpose of objecting at
the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need by specified in any written or electronic transmission waiver
of notice.


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          Section 5. Fixing of Record Date.

          (a) Record Date Fixed by Board of Directors. In order that the
Corporation may determine the stockholders entitled to notice of or to vote at
any meeting of the stockholders or any adjournment thereof, or entitled to
receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix a record date, which shall not (i) precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, (ii)
be more than 60 nor less than 10 days before the date of such meeting, or (iii)
be more than 60 days prior to any action other than a meeting.

          (b) Record Date Not Fixed by Board of Directors. If no record date is
fixed by the Board of Directors:

               (i) The record date for determining stockholders entitled to
notice of or to vote at a meeting of the stockholders shall be the close of
business on the day next preceding the day on which notice is given or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.

               (ii) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.

          (c) Record Date for Stockholder Consent. In order that the Corporation
may determine the stockholders entitled to consent to corporate action in
writing without a meeting, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which date shall not be
more than ten days after the date upon which the resolution fixing the record
date is adopted by the Board of Directors. If no record date has been fixed by
the Board of Directors, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is required by the Delaware General Corporation Law,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by delivery
to its registered office in Delaware, its principal place of business, or an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
Corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by the Delaware
General Corporation Law, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting shall be at the
close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.

          (d) Adjourned Meetings. A determination of stockholders of record
entitled to notice of or to vote at a meeting of the stockholders shall apply to
any adjournment of the meeting, provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.

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          Section 6. List of Stockholders for Meeting. After a record date for a
meeting of the stockholders is fixed and at least 10 days before any such
meeting, the Corporation shall prepare an alphabetical list of all stockholders
entitled to vote at the meeting of the stockholders showing the address of each
stockholder and the number of shares registered in the name of each stockholder,
but need not include electronic mail addresses or other electronic contact
information on such list. Such list shall be open to examination of any
stockholder, for any purpose germane to the meeting for a period of at least 10
days prior to the meeting: (i) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided
with the notice of the meeting, or (ii) during ordinary business hours, at the
principal place of business of the Corporation. In the event that the
Corporation determines to make the list available on an electronic network, the
Corporation may take reasonable steps to ensure that such information is
available only to stockholders of the Corporation. If the meeting is to be held
at a place, then the list shall be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. If the meeting is to be held solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of meeting. Refusal or failure to prepare or make
available the list of stockholders does not affect the validity of action taken
at the meeting except that upon the willful neglect or refusal of the Directors
to produce such a list at any meeting, held at a place, or to open such a list
to reasonable examination on a reasonably accessible electronic network during
any meeting for the election of directors held solely by means of remote
communication, they shall be ineligible for election to any office at such
meeting.

          Section 7. Quorum; Adjournment.

          (a) Quorum. At any meeting of stockholders, the holders of record,
present in person or by proxy, of a majority of the Corporation's issued and
outstanding capital stock shall constitute a quorum for the transaction of
business, except as otherwise provided by law. Once a share is represented for
any purpose at a meeting, it shall be present for quorum purposes for the
remainder of the meeting and for any adjournment of that meeting unless a new
record date is set for the adjourned meeting.

          (b) Adjournment. Any annual or special meeting of stockholders may be
adjourned by the chairman of the meeting from time to time. If the meeting is to
be reconvened at another time or place, if any, or means of remote
communication, if any, notice need not be given of any such adjourned meeting if
the time, date and place, if any, and the means of remote communications, if
any, by which stockholders and proxy holders may be deemed to be present in
person and vote at such adjourned meeting are announced at the meeting at which
the adjournment is taken. The stockholders present at a meeting shall not have
authority to adjourn the meeting. At the adjourned meeting at which a quorum is
present, the stockholders may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 30 days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.

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          Section 8. Voting. If a quorum exists, action by the stockholders on a
matter, other than the election of Directors, is approved by the affirmative
vote of a majority of the shares present in person or represented by proxy at
the meeting and entitled to vote on the matter. Unless otherwise provided in the
Certificate of Incorporation, Directors are elected by a plurality of the votes
of the shares present in person or represented by proxy at the meeting and
entitled to vote in the election at a meeting at which a quorum is present.

          Section 9. Proxies. Each stockholder entitled to vote at a meeting of
stockholders may vote shares in person or by proxy. A stockholder may appoint a
proxy either by personally executing an appointment form or by causing the
stockholder's agent or attorney-in-fact to execute such form, or by such other
means as is specifically authorized by Delaware General Corporation Law. An
appointment of a proxy is effective when received by the Secretary or other
officer of the Corporation authorized to tabulate votes, but no proxy shall be
voted or acted upon after three years from its date, unless the proxy provides
for a longer period. An appointment is revocable by the stockholder unless the
appointment form conspicuously states that it is irrevocable and the appointment
is coupled with an interest sufficient in law to support an irrevocable power.

          Section 10. Conduct of Meetings. Meetings of stockholders shall be
presided over by the Chairman of the Board of Directors or such other person
designated by the Board of Directors. The date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at a
meeting shall be determined by the chairman of the meeting and announced at the
meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate and as are consistent with applicable law. Except to the extent
inconsistent with such rules and regulations as adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the exclusive
right and authority to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such chairman, are appropriate for the
proper conduct of the meeting. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the chairman of the meeting,
may include, without limitation, the following: (a) the establishment of an
agenda or order of business for the meeting; (b) rules and procedures for
maintaining order at the meeting and the safety of those present; (c)
limitations on attendance at or participation in the meeting to stockholders of
the Corporation, their duly authorized and constituted proxies or such other
persons as the chairman of the meeting shall determine; (d) restrictions on
entry to the meeting after the time fixed for the commencement thereof; and (e)
limitations on the time allotted to questions or comments by participants.
Unless and to the extent determined by the Board of Directors or the chairman of
the meeting, meetings of stockholders shall not be required to be held in
accordance with the rules of parliamentary procedure.

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                                   ARTICLE II

                                    DIRECTORS

          Section 1. Number, Election and Removal of Directors; Chairman of the
Board. The number of Directors that shall constitute the Board of Directors
shall not be less than one or more than fifteen. Within the limits specified
above, the number of Directors shall be determined by the Board of Directors.
The Directors shall be elected by stockholders at their annual meeting.
Vacancies and newly created directorships resulting from any increase in the
number of Directors may be filled by a majority of the Directors then in office,
although less than a quorum, by the sole remaining Director or by the
stockholders. A Director may be removed with or without cause by the
stockholders. The Directors shall elect a Chairman of the Board.

          Section 2. Regular Meetings. A regular meeting of the Board of
Directors may be held without notice immediately after, and at the same place
as, the annual meeting of the stockholders. Regular meetings of the Board of
Directors shall be held at such times and places as may be from time to time
fixed by the Board of Directors. Notice need not be given of regular meetings of
the Board of Directors.

          Section 3. Special Meetings. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board, the Chief
Executive Officer or a majority of the Directors then serving and shall be
called by the Chairman of the Board, the Chief Executive Officer or the
Secretary upon direction by the Board of Directors.

          Section 4. Notice. Notice of the date, time and place of any special
meeting of the Board of Directors shall be given at least 24 hours prior to the
meeting by notice communicated in person, by telephone, email, facsimile
transmission, other form of wire or wireless communication, mail or courier
service sent to Director's business or home address. If mailed, notice shall be
effective at the earliest of (a) when received, (b) five days after its deposit
in the United States mail, as evidenced by the postmark, if mailed postpaid and
correctly addressed, (c) on the date shown on the return receipt, if sent by
registered or certified mail, return receipt requested and the receipt is signed
by or on behalf of the addressees, (d) if given by facsimile or email upon
transmission of the message, or (e) if given by overnight mail or courier, one
day after delivery to the overnight mail or courier service company. Notice by
all other means shall be deemed effective when received by or on behalf of the
Director. Notice of any regular or special meeting need not describe the
purposes of, or the business to be transacted at, the meeting unless required by
law or the Certificate of Incorporation.

          Section 5. Waiver of Notice. Whenever notice to directors is required
to be given under any provision of the Delaware General Corporation Law, the
Certificate of Incorporation or the Bylaws, a written waiver, signed by the
director entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except when the director
attends a meeting for the express purpose of objecting at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to

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be transacted at, nor the purpose of, any regular or special meeting of the
directors, or members of a committee of directors need be specified in any
written waiver of notice.

          Section 6. Quorum. One-third of the total number of Directors shall
constitute a quorum for the transaction of business. If a quorum is not present
at any meeting of the Board of Directors, the Directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until such a quorum is present. Except as otherwise provided by law,
the Certificate of Incorporation of the Corporation, these Bylaws or any
contract or agreement to which the Corporation is a party, the act of a majority
of the Directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors.

          Section 7. Meeting by Telephone Conference; Action Without Meeting.

          (a) Telephone Conference Call. Directors may participate in a regular
or special meeting of the Board, or any meeting of a committee designated by the
Board by, or conduct such meeting through, use of any means of communications by
which all directors participating may simultaneously hear each other during the
meeting. Participation in a meeting by this means shall constitute presence in
person at such meeting.

          (b) Action Without Meeting. Any action that is required or permitted
to be taken at a meeting of the Board of Directors, or any committee thereof,
may be taken without a meeting if one or more written consents describing the
action taken are signed by all of the Directors entitled to vote on the matter
and included in the minutes of proceedings of the Board of Directors or the
committee thereof. The action shall be effective when the last Director signs
the consent, unless the consent specifies an earlier or later effective date.

          Section 8. Committees. The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more committees,
including, without limitation, an Executive Committee, to have and exercise such
power and authority as the Board of Directors shall specify, subject to
limitations imposed by the Delaware General Corporation Law, and appoint one or
more Directors to serve on them. In the absence or disqualification of a member
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another Director to act at the meeting in the place of any
such absent or disqualified member. Subject to the provisions of the Delaware
General Corporation Law, the Board of Directors shall have the power at any time
to change the number of committee members, fill committee vacancies, change any
committee members and change the functions and terminate the existence of a
committee. Unless otherwise determined by the Board of Directors, each committee
shall conduct its meetings in accordance with the applicable provisions of these
Bylaws relating to meetings and action without meetings of the Board of
Directors. By resolution dated August 1, 2001, adopted by a majority of the
whole Board, the Corporation has elected to be governed by paragraph (2) of
Section 141(c) of the Delaware General Corporation Law.

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                                   ARTICLE III

                                    OFFICERS

          The officers of the Corporation shall consist of a Chief Executive
Officer, a Secretary, and such other additional officers with such titles as the
Board of Directors shall determine, all of which shall be chosen by and shall
serve at the pleasure of the Board of Directors. Such officers shall have the
usual powers and shall perform all the usual duties incident to their respective
offices. All officers shall be subject to the supervision and direction of the
Board of Directors. The authority, duties or responsibilities of any officer of
the Corporation may be suspended by the Chief Executive Officer with or without
cause, and the Chief Executive Officer may terminate the employment of any
officer with or without cause. Any officer elected or appointed by the Board of
Directors may be removed by the Board of Directors with or without cause.

                                   ARTICLE IV

                                 INDEMNIFICATION

          The Corporation shall indemnify Directors and officers (as such terms
are defined in the Certificate of Incorporation) of the Corporation as specified
in the Certificate of Incorporation. In addition, to the fullest extent
permitted by the Delaware General Corporation Law, the Corporation shall
indemnify any current or former Director or officer of the Corporation and may,
at the discretion of the Board of Directors, indemnify any current or former
employee or agent of the Corporation against all expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any threatened, pending or completed action, suit or proceeding brought by
or in the right of the Corporation or otherwise, to which he was or is a party
by reason of his current or former position with the Corporation or by reason of
the fact that he is or was serving, at the request of the Corporation, as a
Director, officer, partner, trustee, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise.

          Expenses incurred by a person who is or was a Director or officer of
the Corporation in appearing at, participating in or defending any such action,
suit or proceeding shall be paid by the Corporation at reasonable intervals in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the Director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized by this Article. If a claim under
this Article is not paid in full by the Corporation within ninety days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be paid
also the expense of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the Corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Delaware General Corporation Law or other applicable law for the

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Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its board of directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he has met the applicable standard of conduct set forth in the Delaware
General Corporation Law or other applicable law, nor an actual determination by
the Corporation (including its board of directors, independent legal counsel, or
its stockholders) that the claimant has not met the applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

                                    ARTICLE V

                               GENERAL PROVISIONS

          Section 1. Notices. Whenever any statute, the Certificate of
Incorporation or these Bylaws require notice to be given to any stockholder,
such notice may be given in writing by mail, addressed to such stockholder at
his, her or its address as it appears in the records of the Corporation, with
postage thereon prepaid, or in a form of electronic transmission consented to by
the stockholder to whom notice is given in accordance with Delaware General
Corporation Law. Such notice shall be deemed to have been given when, if mailed,
it is deposited in the United States mail or, if sent by electronic
transmission, when directed to an electronic address or number at which the
stockholder has consented to receive notice or such other means as permitted by
Delaware General Corporation Law.

          Section 2. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board of Directors.

          Section 3. Amendments. These Bylaws may be amended or repealed and new
Bylaws may be adopted by the Board of Directors or the stockholders of the
Corporation.

Restated Bylaws adopted by the Board of Directors on September 1, 2001.

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