Exhibit 10(n)

                            SECOND AMENDMENT OF LEASE

         THIS SECOND  AMENDMENT OF LEASE is made this 18th day of October,  1996
by and among Penguin Properties Corporation, a corporation formed under the laws
of the State of  Maryland  (the  "Landlord"),  and  Kiddie  Academy  Child  Care
Learning  Centers,  Inc.,  together with Kid's Craft,  Inc.,  and Kiddie Academy
Franchising  Systems,  Inc., all corporations formed under the laws of the State
of Maryland (collectively, the "Tenant").

Explanatory Statement

         A.  Landlord and Tenant  entered into a lease dated  September 25, 1995
(the  "Lease") for a portion of the  building  (the  "Building")  located at 108
Wheel Road, Bel Air,  Maryland 21015  containing 6,678 rentable square feet (the
"Original Leased  Premises").  The separately  subdivided  property on which the
Building is located is referred to as the "Land."

         B. The Lease was  amended  pursuant to a First  Lease  Amendment  dated
October 24, 1995 entered into between  Landlord and Tenant pursuant to which the
Basic Rent was adjusted.

         C.       Landlord and Tenant  desire to modify and amend  certain terms
respecting  the Leased  Premises and the Lease on the terms set forth below.

         NOW THEREFORE,  in  consideration  of the  Explanatory  Statement,  the
covenants  of the  parties  herein and in the Lease and other good and  valuable
consideration, the receipt of which is hereby acknowledged,  Landlord and Tenant
hereby agree as follows:

         1. From and after November 1, 1996 (the "Expansion  Space  Commencement
Date"),  Landlord hereby agrees to and shall lease unto Tenant and Tenant hereby
agrees to and shall rent from  Landlord,  in  addition  to the  Original  Leased
Premises, the remainder of the Building consisting of:

         (a) that portion of the Building containing  approximately one thousand
three hundred twenty-two usable square feet (1,322) (the "Expansion  Space"), as
outlined in red on Exhibit "A"  attached  hereto and  incorporated  by reference
herein, as well as;

         (b) the  exclusive  use of all  other  areas of the  Building  formerly
identified as "common areas"  including all interior  hallways,  restrooms,  and
mechanical  rooms  comprising  approximately  1,600  square  feet  (the  "Common
Areas"), and

         (c)      all exterior sidewalks, driveways and parking facilities on
the Land.

         2.       The Expansion Space shall be delivered to Tenant in "As-Is"
condition.

         3. From and after the Expansion Space Commencement Date, all references
to the square  footage of the Leased  Premises  set forth in the Lease  shall be
deleted and in place  thereof  shall be inserted the number of nine thousand six
hundred  (9,600),  so that the Leased  Premises  shall be deemed to include  the
Original  Leased   Premises,   the  Expansion   Space,  and  the  Common  Areas.
Notwithstanding  the  foregoing,   Basic  Rent  and  Additional  Rent  shall  be
calculated  based upon differing  rates for the Original  Leased  Premises,  the
Expansion Space, and the Common Areas, in accordance with the procedure outlined
below in Section 4.

         4. Basic Rent. From and after the Expansion Space Commencement Date, in
addition to the Basic Rent payable by Tenant with respect to the Original Leased
Premises as set forth in Section  6(b) the Lease,  Tenant  shall pay basic rent,
with respect to the Expansion Space only (the "Expansion Space Basic Rent"),  in
an  amount  equal  to  Fifteen   Thousand  Eight  Hundred   Sixty-Four   Dollars
($15,864.00)  annually,  and  One  Thousand  Three  Hundred  Twenty-Two  Dollars
($1,322.00) monthly ($12.00 per square foot, annually.) Commencing on October 1,
1997 and on each October 1 thereafter,  the Expansion  Space Basic Rent shall be
increased in accordance  with increases in the Consumer  Price Index,  using the
formula set forth in Section  6(c) of the Lease  (except that  "Expansion  Space
Basic Rent" shall be  substituted  for "Basic Rent",  wherever in the formula it
appears.)  Tenant  shall  continue  to pay Basic  Rent for the  Original  Leased
Premises  pursuant  to Section  6(b) of the Lease  based upon six  thousand  six
hundred   seventy-eight   (6,678)  square  feet,   notwithstanding  the  revised
references herein to 9,600 square feet comprising the Leased Premises.

         5.       Additional Rent.

         (a)  With  regard  to  Subsection  7 (b) (i) of the  Lease  for  Taxes,
Subsection 7 (b) (ii) of the Lease for Insurance,  and Subsection 7 (b) (iii) of
the  Lease  for  Common  Area  Charges,  from  and  after  the  Expansion  Space
Commencement  Date, the percentage of 69.56% set forth as "Tenant's  Portion" in
Section 7, of the Lease shall be deleted  and in its place shall be  substituted
the  percentage  of One  Hundred  Percent  (100%) so that  Tenant  shall pay one
hundred percent of all Taxes, Insurance, and Common Area Charges with respect to
the Building  and/or Land. With regard to Subsection 7 (b) (iv) of the Lease for
Common Area Rent, the Tenant's portion shall remain as 69.56% for calculation of
Common Area Rent purposes only.

         (b)      In addition, Section 7 (b) is modified by adding the following
as new Subsection 7 (b) (v):

                  "7 (b) (v) Tenant shall pay as Additional Rent, in addition to
         the above  charges  in  Subsection  7 (b) (i),  Subsection  7 (b) (ii),
         Subsection 7 (b) (iii) and  Subsection 7 (b) (iv),  additional  charges
         for use of the balance of the common areas ("Balance Common Area Rent")
         which is annually  adjusted in the same manner as Basic Rent in Section
         6 herein,  and is determined by the following  formula:  Balance Common
         Area Rent is equal to the  percentage  of thirty  and  44/100  (30.44%)
         multiplied by the difference  between the Rentable Area of the Building
         and the Useable Area of the Building,  which is then  multiplied by the
         then-current   Expansion   Space  Basic  Rent  Per  Square  Foot.   For
         illustrative purposes only, the first Balance Common Area Rent would be
         30.44% x (9,600 SF - 8,000 SF) x $12.00  per square  foot which  equals
         $5,844.48 for one Lease Year,  assuming the Expansion  Space Basic Rent
         is $12.00 per square foot.

         6. From and after the  Expansion  Space  Commencement  Date,  the Lease
shall be amended and in full force and effect in such  respects as are set forth
in this  Amendment of Lease,  and all other  provisions,  terms,  conditions and
riders  of and to the  Lease  shall in all  respects  remain as set forth in the
Lease, in full force and effect and applicable to the Expansion Space.

         7. Unless  otherwise  defined  herein or unless the context  requires a
contrary  meaning,  all capitalized  terms used in this Amendment shall have the
meaning ascribed to them in the original Lease.

         8. This Agreement  sets forth all of the covenants  between the parties
to this  Agreement  respecting  the  matters  set forth  herein and there are no
covenants,  promises, agreements,  conditions or understandings,  either oral or
written, between or among them, other than as set forth in this Agreement.  This
Agreement  is  intended  by the  parties  to be an  integration  of all prior or
contemporaneous promises, agreements, conditions,  negotiations and undertakings
between them.  Except as otherwise  provided in this  Agreement,  no alteration,
amendment, change or addition to this Agreement shall be binding on any party to
this Agreement unless and until in writing and signed by the parties hereto.

         9. The covenants, conditions and agreements contained herein shall bind
and inure to the  benefit  of the  parties  hereto and their  respective  heirs,
distributees, executors, administrators, successors and assigns.

         10.      This  Agreement may be executed in  counterparts,  each of
which shall be an original,  but all of which shall constitute one and the same
instrument.

         11. The provisions of this Agreement shall be deemed severable, and the
invalidity or unenforceability of any one or more of the provisions hereof shall
not affect the validity and enforceability of the other provisions hereof.

         12.      Conflict:  Should any conflict in terms and conditions  exist
or arise between this  Assignment Of Lease and the Lease, the terms and
conditions in this Second Amendment Of Lease shall prevail.

         13.      Except  as  specifically  provided  herein,  the Lease  shall
remain in full  force and  effect  and be unaffected hereby.

IN WITNESS WHEREOF,  the parties have caused these presents to be executed under
seal the on the day and year written.

WITNESS:                             LANDLORD:
                                     Penguin Properties Corporation


/s/  Christine Cooney                BY:   /s/  Michael J. Miller
---------------------------          -----------------------------
                                     Michael J. Miller, President
                                     Date: October 18, 1996



WITNESS:                             TENANT:
                                     Kiddie Academy Child Care Learning Centers,
                                     Inc.


/s/ Christine Cooney                 BY:    /s/  George Miller   (SEAL)
----------------------------         ----------------------------
                                     George  Miller, President



                                     Kids Craft, Inc.
/s/  Christine Cooney                BY:    /s/   George Miller   (SEAL)
----------------------------         -----------------------------
                                     George  Miller, President



                                     Kiddie Academy Franchising Systems, Inc.


/s/ Christine Cooney                 BY:   /s/  Michael J. Miller  (SEAL)
-----------------------              ------------------------------
                                     Michael J. Miller, President



                       (SIGNATURES CONTINUED ON NEXT PAGE)


<PAGE>


Kiddie Academy International,  Inc., a Delaware corporation, with offices at 108
Wheel Road, Bel Air,  Maryland 21015 (the  "Guarantor"),  executed a Guaranty of
this Lease on September 22, 1995 and executes this Second Amendment of Lease to:

                  1.       Acknowledge  and agree  with the terms and
         conditions  of this  Second  Amendment  of Lease as Guarantor; and

                  2.       To amend its  Guaranty  to include the  additional
         obligations  of the Tenant  created in this Second Amendment of Lease;
         and

                  3.       To warrant and  represent  that  Guarantor  has full
         authority  from its Board of Directors to execute this Second Amendment
         of Lease.


WITNESS:                            GUARANTOR:
                                    Kiddie International, Inc.


/s/  Christine Cooney               BY:  /s/ Michael J. Miller     (SEAL)
----------------------------        -----------------------------
                                    Michael J. Miller, President