Exhibit 3(i) MICHIGAN
        DEPARTMENT OF COMMERCE  CORPORATION AND SECURITIES BUREAUDate
        Received
    
    
    (FOR
        BUREAU USE ONLY)Name
    Jeanette Russow
    
    FILEDHonigman Miller Schwartz and Cohn LLPAddress2290 First National
        BuildingCity
    
    State
    Zip CodeDetroit
    MI
    48226
    EFFECTIVE
        DATE:  Document will be
returned to the name and address you enter above RESTATED ARTICLES OF INCORPORATION
For Use by Domestic Profit Corporations Pursuant
to the provisions of Act 284, Public Acts of 
1972, the undersigned corporation executes the following Articles: 1.
  The present
  name of the corporation is: Childtime Learning Centers, Inc.2.
  The
  identification number assigned by the Bureau is: 343 - 6603.
  All former names
  of the corporation are:  None4.
  The date of
  filing the original Articles of Incorporation was:  November 2, 1995 The
following Restated Articles of Incorporation supersede the Articles of
Incorporation as amended and shall be the Articles of Incorporation of the
corporation: ARTICLE I The name of
  the corporation is:  Childtime
  Learning Centers, Inc. ARTICLE II The purpose or purposes for which the corporation is formed are:To
  engage in any activity within the purposes for which corporations may be
  formed under the Business Corporation Act of Michigan.   ARTICLE III
The total
  authorized shares:Common
  Shares           10,000,000           Preferred Shares           1,000,000A statement
  of all or any of the relative rights, preferences and limitations of the
  shares of each class is as follows:The
  board of directors may cause the corporation to issue Preferred Shares in one
  or more series, each series to bear a distinctive designation and to have
  such relative rights and preferences as shall be prescribed by resolution of
  the board.  Such resolutions, when
  filed, shall constitute amendments to these Restated Articles of
  Incorporation.ARTICLE IV
1.
  The address
  of the current registered office is:30600
  Telegraph Road, Bingham Farms, MI 480252.
  The mailing
  address of the current registered office, if different than above:None3.
  The name of
  the current resident agent is:The
  Corporation CompanyARTICLE V
To the full
  extent permitted by the Michigan Business Corporation Act or any other
  applicable laws presently or hereafter in effect, no director of the
  corporation shall be personally liable to the corporation or its shareholders
  for or with respect to any acts or omissions in the performance of his or her
  duties as a director of the corporation. 
  Any repeal or modification of this Article V shall not adversely
  affect any right or protection of a director of the corporation existing
  immediately prior to, or for or with respect to any acts or omissions
  occurring before, such repeal or modification.ARTICLE VI
The board of
  directors shall consist of seven directors, divided into three classes. The
  term of office of the directors of the first class shall end on the first annual
  shareholders meeting after their election; the term of office of the second
  class shall end on the second annual shareholders meeting after their
  election; and the term of office of the third class shall end on the third annual
  shareholders meeting after their election. 
  At each annual meeting after the first annual meeting, a number of
  directors equal to the number of the class whose term expires at the time of
  meeting shall be elected to hold office until the third succeeding annual
  shareholders meeting after their election.If the  number of directors is changed, any
  increase or decrease shall be apportioned among the classes of directors so
  as to maintain the number of directors in each class as nearly equal as possible,
  but in no case will a decrease in the number of directors shorten the term of
  any incumbent director.  When the
  number of directors is increased by the board of directors and any newly
  created directorships are filled by the board, the additional directors shall
  be classified as provided by the board.One or more
  directors or the entire board of directors may be removed, only with cause,
  by vote of the holders of a majority of the shares entitled to vote at an
  election of directors.This Article
  VI may not be amended by written consent of shareholders, and may only be
  amended by the affirmative vote of 80% of the shares represented at the
  meeting of shareholders considering the amendment, in addition to the vote
  otherwise required by the Michigan Business Corporation Act.5. These
Restated Articles of Incorporation were duly adopted on the 3rd day of
November, 1995 in accordance with the provisions of Section 642 of the Act and
were duly adopted by the shareholders. The necessary number of shares as
required by statute were vote in favor of these Restated Articles of
Incorporation.
Signed this 24th
  day of January, 1996.By:
  /s/ Harold A. LewisHarold A.
  Lewis
  President(Type or
  Print Name)
  (Type or
  Print Title)MICHIGAN
        DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
        BUREAU OF COMMERCIAL SERVICES(Date Received)MAR
        19 2003
    
    
    (For
        Bureau Use Only)This document is effective
        on the date filed, unless subsequent effective date within 90 days after
        received date is stated in the document.NameChristopher J. Kawa,
        Legal AssistantHonigman Miller Schwartz
        and Cohn LLPAddress2290 First National
        BuildingCity
    State
    Zip CodeDetroit
    MI
    48226
    
    EFFECTIVE
        DATE:Document will be returned to the name and address you enter above.
        If left blank document will be mailed to the registered office.CERTIFICATE OF AMENDMENT TO THE ARTICLES OF
INCORPORATION
For Use by Domestic Profit and Nonprofit Corporations(Please read information and instructions on the last
page)

Pursuant
to the provisions of Act 284, Public Acts of 1972 (profit corporations), or Act
162, Public Acts of 1982 (nonprofit corporations), the undersigned corporation
executes the following certificate:

1.
  The present
  name of the corporation is: Childtime Learning Centers, Inc.2.
  The
  identification number assigned by the Bureau
  is:     343-6603.
  Article III
  of the Restated Articles of Incorporation is hereby amended to read in its
  entirety as follows:ARTICLE
  IIIThe total
  authorized shares:Common
  Shares          40,000,000               Preferred
  Shares          1,000,000A statement
  of all or any of the relative rights, preferences and limitations of the
  shares of each class is as follows:The board of
  directors may cause the corporation to issue Preferred Shares in one or more
  series, each series to bear a distinctive designation and to have such
  relative rights and preferences as shall be prescribed by resolution of the
  board. Such resolutions, when filed, shall constitute amendments to these
  Restated Articles of Incorporation.5. (For
  amendments adopted by unanimous consent of incorporators before the first
  meeting of the board of directors of trustees.)The
  foregoing amendment to the Articles of Incorporation was duly adopted on the
  ________ day of ____________________, _____________, in accordance with the
  provisions of the Act by the unanimous consent of incorporator(s) before the
  first meeting of the Board of Directors or Trustees.Signed this__________ day of ______________, 2003(Signature)
  
  (Signature)(Type or Print Name and Title)
  
  (Type or Print Name and Title)(Signature)
  
  (Signature)(Type or Print Name and Title)
  
  (Type or Print Name and Title)6. (For
  profit corporations, and for nonprofit corporations whose articles state the
  corporation is organized on a stock or on a membership basis.)The
  foregoing amendment to the Articles of Incorporation was duly adopted on the
  10th day of March, 2003 by the shareholders if a profit corporation, or by the
  shareholders or members if a nonprofit corporation (check one of the
  following)|X|
  at a
  meeting. The necessary votes were cast in favor of the amendment.|_|
  by written
  consent of the shareholders or members having not less than the minimum
  number of votes required by statute in accordance with Section 407(1) of and
  (2) of the Act if a nonprofit corporation, or Section 407(1) of the Act if a
  profit corporation. Written notice to shareholders or members who have not
  consented in writing has been given. (Note: Written consent by less than all
  of the shareholders or members is permitted only if such provision appears in
  the Articles of Incorporation.)|_|
  by written
  consent of all the shareholders or members entitled to vote in accordance
  with  Section 407(3) of the Act if a
  nonprofit corporation, or Section 407(2) of the Act if a profit corporation.|_|
  by the board
  of a profit corporation pursuant to section 611(2).Profit
          Corporations
      
      Nonprofit
          CorporationsSigned
          this 14 day of March, 2003
      
      Signed this ______
          day of __________, 20______By:
      /s/ Frank Jerneycic
      
      By
      __________________________________(Signature
          of an authorized officer or agent)
      
      (Signature of President,
          Vice-President, Chairperson or Vice-Chairperson)Frank
          Jerneycic, Chief Financial Office and Treasurer(Type
          or Print Name)
      (Type
          or Print Title)
      
      (Type or Print Name)
      (Type or Print Title)MICHIGAN DEPARTMENT OF LABOR
  & ECONOMIC GROWTH
  BUREAU OF COMMERCIAL SERVICESDate Received
  (FOR
  BUREAU USE ONLY)This document is effective
  on the date filed, unless a subsequent effective date within 90 days after
  received date is stated in the document.NameChristopher
  J. Kawa, Legal AssistantAddressHonigman
  Miller Schwartz and Cohn, 2290 First National Bldg.City
  State
  ZIP CodeDetroit, MI 48226
  
  EFFECTIVE DATE:Ç     Document will
  be returned to the name and address you enter above.     ÈIf
  left blank document will be mailed to the registered office.CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
For use by Domestic Profit and Nonprofit Corporations(Please read information and instructions on the last page)

Pursuant to the
provisions of Act 284, Public Acts of 1972, (profit corporations), or Act 162,
Public Acts of 1982 (nonprofit corporations), the undersigend corporation
executes the following Certificate:

1.
  The present name of the corporation
  is:                                                  Childtime
  Learning Centers, Inc.2.
  The identification number assigned by the Bureau
  is:                                                  343-6603.
  Article I and VI of the Articles of Incorporation is hereby amended to read
  as follows:See
  attached Rider hereto.COMPLETE ONLY ONE OF
THE FOLLOWING:
4. (For amendments adopted by unanimous
  consent of incorporators before the first meeting of the board of directors or
  trustees.)The foregoing amendment to the Articles of Incorporation was duly
  adopted on the ______________ day of __________________ , _________ , in accordance with the provisions of the Act by the
  unanimous consent of the incorporator(s) before the first meeting of the
  Board of Directors or Trustees.Signed this _________ day of
  ______________________ , ____________(Signature)
  
  (Signature)(Type or Print Name)
  
  (Type or Print Name)(Signature)
  
  (Signature)(Type or Print Name)
  
  (Type or Print Name)5. (For profit and nonprofit corporations
  whose Articles state the corporation is organized on a stock or on a
  membership basis.)The foregoing amendment to the Articles of Incorporation was duly
  adopted on the 17th day of August, 2004, by the
  shareholders if a profit corporation, or by the shareholders or members if a
  nonprofit corporation (check one of the following)|X|
  at a meeting the necessary votes were cast in favor of the amendment.|_|
  by written consent of the shareholders or members having not less
  than the minimum number of votes required by statute in accordance with Section
  407(1) and (2) of the Act if a
  nonprofit corporation, or Section 407(1) of the Act if a profit corporation.
  Written notice to shareholders or members who have not consented in writing
  has been given. (Note: Written consent by less than all of the shareholders
  or members is permitted only if such provision appears in the Articles of
  Incorporation.)|_|
  by written consent of all the shareholders or members entitled to
  vote in accordance with section 407(3) of the Act if a nonprofit corporation,
  or Section 407(2) of the Act if a profit corporation.|_|
  by consents given by electronic transmission in accordance with
  Section 407(3) if a profit corporation.|_|
  by the board of a profit
          corporation pursuant to section 611(2).Profit Corporations
        and Professional Service Corporations
    
    Nonprofit
        CorporationsSigned this 17th day
        of August, 2004
    
    Signed this _________
        day of __________ , __________By
    /s/
      Ira L. Young
    
    By(Signature
        of an authorized officer or agent)
    
    (Signature
        President, Vice-President, Chariperson or Vice-Chairperson)Ira
        L. Young, Secretary(Type
        or Print Name)
    
    (Type
        or Print Name)Name of person or organization
        remitting fees:
    
    Preparers name
        and business telephone number:Honigman
        Miller Schwartz and Cohn LLP
    
    Christopher
        J. Kawa, Legal Assistant(313)
        465-7210INFORMATION AND INSTRUCTIONS
1.
  This
  form may be used to draft your Certificate of Amendement to the Articles of
  Incorporation. A document required or permitted to be filed under the act
  cannot be filed unless it contains the minimum information required by the
  act. The format provided contains only the minimal information required to
  make the document fileable and may not meet your needs. This is a legal
  document and agency staff cannot provide legal advice.2.
  Submit
  one original of this document. Upon filing, the document will be added to the
  records of the Bureau of Commercial Services. The original will be returned
  to your registered office address, unless you enter a different address in
  the box on the front of this document.Since
  the document will be maintained on electronic format, it is important that
  the filing be legible. Documents with poor black and white contrast, or
  otherwise illegible, will be rejected.3.
  This
  Certificate is to be used pursuant to the provisions of section 631 of Act
  284, P.A. of 1972, or Act 162, P.A. of 1982, for the purpose of amending the
  Articles of Incorporation of a domesitc profit corporation or nonprofit
  corporation. Do not use this form for restated articles.4.
  Item
  2 - Enter the identification number previously assigned by the Bureau. If
  this number is unknown, leave it blank.5.
  Item
  3 - The article(s) being amended must be set forth in its entirety. However,
  if the article being amended is divided into separately identifiable
  sections, only the sections being amended need be included.6.
  For
  nonprofit charitable corporations, if an amendment changes the term of
  existence to other than perpetual, Attorney General Consent should be
  obtained at the time of dissolution. Contact Michigan Attorney General,
  Consumer Protection and Charitable Trust Division at (517) 373-1152.7.
  This
  document is effective on the date endorsed filed by the Bureau. A later
  effective date, no more than 90 days after the date of delivery, may be
  stated as an additional article.8.
  Signatures:Profit Corporations: (Complete either
  Item 4 or Item 5)1)
  Item 4 must
  be signed by at least a majority of the Incorporators listed in the Articles
  of Incorporation.2)
  Item 5 must
  be signed by an authorized officer or agent of the corporation.Nonprofit Corporations: (Complete either
  Item 4, Item 5 or Item 6)1)
  Item 4 must
  be signed by all of the incorporators listed in the Article of Incorporation.2)
  Item 5 or 6
  must be signed by either the president, vice-president, chairperson or
  vice-chairperson.9.
  NONREFUNDABLE
  FEES: Make remittance payable to the State of Michigan. Include corporation
  name and identification number on check or money order                                                              $10.00ADDITIONAL
  FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT CORPORATIONS ARE:each
  additional 20,000 authorized shares or portion thereon
  $
  30.00maximum fee per filing for first 10,000,000 authorized shares
  $
  5,000.00each
  additional 20,000 authorized shares or portion thereof in excess of
  10,000,000 shares
  $
  30.00maximum
  fee per filing for authorized shares in excess of 10,000,000 shares
  $
  200,000.00To
  submit by mail:
  
  To submit in person:Michigan Department of Labor & Economic Growth
  Bureau of Commercial Services - Corporation Division
  7150 Harris Drive
  P.O. Box 30054
  Lansing, MI 48909
  
  
  2501 Woodlake CircleOkemos, MI
          Telephone: (517) 241-6470Fees may be paid by VISA or
  Mastercard when delivered in person to our office.MICH-ELF (Michigan
  Electronic Filing System):First Time Users: Call
  (517) 241-6420, or visit our website at http://www.michigan.gov/corporationsCustomer with MICH-ELF
  Filer Account: Send document to (517) 241-9845The Department of Labor
  & Economic Growth will not discriminate against any individual or group
  because of race, sex, religion, age, national origin, color, marital status,
  disability or political beliefs.  If
  you need help with reading, writing, hearing, etc., under the Americans with Disabilities
  Act, you may make your needs known to this agency.RIDER TO CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
CHILDTIME LEARNING CENTERS, INC.
ARTICLE I

The
name of the corporation is: Learning Care Group, Inc.

ARTICLE VI
The
business and affairs of the Corporation shall be managed by or under the
direction of a Board of Directors consisting of nine directors. The directors
shall be divided into three classes, designated Class I, Class II and Class III.
Each class shall consist of one-third of the total number of directors
constituting the entire Board of Directors. Class I directors term shall
expire at the 2005 annual meeting of shareholders; Class II directors term
shall expire at the 2006 annual meeting of shareholders; Class III directors
term shall expire at the 2007 annual meeting of shareholders. At each
succeeding annual meeting of shareholders, commencing in 2008, successors to
the class of directors whose term expires at that annual meeting shall be
elected for a three-year term.
A
director shall hold office until the meeting for the year in which his or her
term expires and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Any vacancy on the Board of Directors may be filled only
by the Board by an affirmative vote of a majority of the directors then in
office. If the number of directors then in office is less than a quorum, such
vacancies may be filled by a majority of the directors then in office, although
less than a quorum, or by the sole remaining director. A director elected by
the Board of Directors to fill a vacancy shall hold office until the next
election of the class for which the director shall have been chosen and until
his or her successor shall be elected and shall qualify. A director or the
entire Board of Directors may be removed only for cause.
This
Article VI may be not be amended by written consent of shareholders, and may only
be amended by the affirmative vote of 66 2/3% of the at the meeting of
shareholders considering the amendment, in addition to the vote otherwise
required by the Michigan Business Corporation Act.