Exhibit 3(c)
                              AMENDED AND RESTATED

                                    BY-LAWS

                                       of

                       KIDDIE ACADEMY INTERNATIONAL, INC.



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                       KIDDIE ACADEMY INTERNATIONAL, INC.
                             A Delaware Corporation

                              AMENDED AND RESTATED
                                    BY-LAWS


                                   ARTICLE I
                                  STOCKHOLDERS

         Section 1.1 Annual Meeting.
         An annual meeting of stockholders for the purpose of electing directors
and of transacting such other business as may come before it shall be held each
year at such date, time, and place, either within or without the State of
Delaware, as may be specified by the Board of Directors.
         Section 1.2 Special Meetings.
         Special meetings of stockholders for any purpose or purposes may be
held at any time upon call of the Chairman or Vice Chairman of the Board, if
any, or the Chief Executive Officer ("CEO"), President or any Vice President, at
such time and place either within or without the State of Delaware as may be
stated in the notice. A special meeting of stockholders shall be called by the
Chairman of the Board, Vice Chairman of the Board, CEO, President, any Vice
President, or the Secretary upon the written request, stating time, place, and
the purpose or purposes of the meeting, of stockholders who together own of
record 10% of the outstanding stock of all classes entitled to vote at such
meeting.
         Section 1.3 Notice of Meetings.
         Written notice of stockholders meetings, stating the place, date, and
hour thereof, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given by the Chairman or Vice Chairman of
the Board, if any, the CEO, President, any Vice President, the Secretary, or any
Assistant Secretary, to each

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stockholder entitled to vote thereat at least ten days but not more than sixty
days before the date of the meeting, unless a different period is prescribed by
law.
         Section 1.4 Quorum.
         Except as otherwise provided by law or in the Certificate of
Incorporation or these By-Laws, at any meeting of stockholders, the holders of a
majority of the outstanding shares of each class of stock entitled to vote at
the meeting shall be present or represented by proxy in order to constitute a
quorum for the transaction of any business. In the absence of a quorum, a
majority in interest of the stockholders present or the chairman of the meeting
may adjourn the meeting from time to time in the manner provided in Section 1.5
of these By-Laws until a quorum shall attend.
         Section 1.5 Adjournment.
         Any meeting of stockholders, annual or special, may adjourn from time
to time to reconvene at the same or some other place, and notice need not be
given of any such adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken. At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
         Section 1.6 Organization.
         The Chairman of the Board, or in his or her absence the Vice Chairman,
or in their absence the President, or in their absence the CEO, or in their
absence any Vice President, shall call to order meetings of stockholders and
shall act as chairman of such meetings. The Board of Directors or, if the Board
fails to act, the stockholders, may appoint any stockholder, director, or
officer of the Corporation to act as chairman of any meeting in the absence of
the Chairman of the Board, Vice Chairman of the Board, the CEO, the President,
and all Vice Presidents.
         The Secretary of the Corporation shall act as secretary of all meetings
of stockholders, but, in the absence of the Secretary, the chairman of the
meeting may

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appoint any other person to act as secretary of the meeting.
         Section 1.7 Voting.
         Except as otherwise provided by law or in the Certificate of
Incorporation or these By-Laws and except for the election of directors, at any
meeting duly called and held at which a quorum is present, a majority of the
votes cast at such meeting upon a given question by the holders of outstanding
shares of stock of all classes of stock of the Corporation entitled to vote
thereon who are present in person or by proxy shall decide such question. At any
meeting duly called and held for the election of directors at which a quorum is
present, directors shall be elected by a plurality of the votes cast by the
holders (acting as such) of shares of stock of the Corporation entitled to elect
such directors.

                                   ARTICLE II
                               BOARD OF DIRECTORS

         Section 2.1 Number and Term of Office.
         The business, property, and affairs of the Corporation shall be managed
by or under the direction of a Board of not less than six nor more than ten
directors; provided, however, that the Board, by resolution adopted by vote of a
majority of the then authorized number of directors, may increase or decrease
the number of directors. The directors shall be elected by the holders of shares
entitled to vote thereon at the annual meeting of stockholders, and each shall
serve (subject to the provisions of Article IV) until the next succeeding annual
meeting of stockholders and until his or her respective successor has been
elected and qualified.
         Section 2.2 Chairman of the Board.
         The directors may elect one of their members to be Chairman of the
Board of Directors. The Chairman shall be subject to the control of, and may be
removed by, the Board of Directors. He or she shall perform such duties as may
from time to time be assigned to him or her by the Board.

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         Section 2.3 Meetings.
         Regular meetings of the Board of Directors may be held without notice
at such time and place as shall from time to time be determined by the Board.
         Special meetings of the Board of Directors shall be held at such time
and place as shall be designated in the notice of the meeting whenever called by
the Chairman or Vice Chairman of the Board, if any, the CEO, the President, or a
majority of the directors then in office.
         Section 2.4 Notice of Special Meetings.
         The Secretary, or in his or her absence any other officer of the
Corporation, shall give each director notice of the time and place of holding of
special meetings of the Board of Directors by mail at least ten days before the
meeting, or by facsimile transmission, telecopy, telegram, cable, radiogram, or
personal service at least one day before the meeting. Unless otherwise stated in
the notice thereof, any and all business may be transacted at any meeting
without specification of such business in the notice.
         Section 2.5 Quorum and Organization of Meetings.
         A majority of the total number of members of the Board of Directors as
constituted from time to time shall constitute a quorum for the transaction of
business, but, if at any meeting of the Board of Directors (whether or not
adjourned from a previous meeting) there shall be less than a quorum present, a
majority of those present may adjourn the meeting to another time and place, and
the meeting may be held as adjourned without further notice or waiver provided
that a majority of the total number of members of the Board of Directors are
then present. Except as otherwise provided by law or in the Certificate of
Incorporation or these By-Laws, a majority of the directors present at any
meeting at which a quorum is present may decide any question brought before such
meeting. Any action to (i) elect, remove or terminate the employment of the
Chairman of the Board or any executive officer of the Corporation, (ii) fill any
vacancy on the Board resulting from the death or resignation of a director, or
(iii) amend this Section 2.5, shall require the approval of the greater of four
directors or a majority of the total number of members of the Board of Directors
(or, if there are less than four directors then in office, all directors then in

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office). Meetings shall be presided over by the Chairman of the Board, if any,
or in his or her absence by the Vice Chairman of the Board, or in their absence
the President, or in their absence the CEO, or in their absence by such other
person or as the directors may select. The Secretary of the Corporation shall
act as secretary of the meeting, but in his or her absence the chairman of the
meeting may appoint any person to act as secretary of the meeting.
         Section 2.6 Committees.
         The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist of one
or more of the directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. 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, she
or they constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business, property, and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it; but no such committee shall have power or
authority in reference to amending the Certificate of Incorporation of the
Corporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors pursuant to authority expressly granted to the Board
of Directors by the Corporation's Certificate of Incorporation, fix any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation, or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
Corporation) , adopting an agreement of merger or consolidation under Section
251 or 252 of the General Corporation Law of the State of Delaware,

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recommending to the stockholders the sale, lease, or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of dissolution, or
amending these By-Laws; and, unless the resolution expressly so provided, no
such committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock, or to adopt a certificate of ownership and
merger pursuant to Section 253 of the General Corporation Law of the State of
Delaware. Each committee which may be established by the Board of Directors
pursuant to these By-Laws may fix its own rules and procedures. Notice of
meetings of committees, other than of regular meetings provided for by the
rules, shall be given to committee members. All action taken by committees shall
be recorded in minutes of the meetings.
         Section 2.7 Action Without Meeting.
         Nothing contained in these By-Laws shall be deemed to restrict the
power of members of the Board of Directors or any committee designated by the
Board of Directors to take any action required or permitted to be taken by them
without a meeting.
         Section 2.8 Telephone Meetings.
         Nothing contained in these By-Laws shall be deemed to restrict the
power of members of the Board of Directors or any committee designated by the
Board of Directors, to participate in a meeting of the Board of Directors, or
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
         Section 2.9 Removal.
         Directors may be removed, with or without cause, by the vote of
stockholders who together own of record 66 2/3% of the outstanding stock of all
classes entitled to vote.


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                                  ARTICLE III
                                    OFFICERS

         Section 3.1 Executive Officers.
         The executive officers of the Corporation shall be a CEO, President,
one or more Executive Vice Presidents, a Treasurer, and a Secretary, each of
whom shall be elected by the Board of Directors. The Board of Directors may
further elect or appoint such other officers (including a Controller, Chief
Financial Officer, and one or more Vice Presidents, Assistant Vice Presidents,
Assistant Treasurers and Assistant Secretaries) as it may deem necessary or
desirable. Each officer shall hold office for such term as may be prescribed by
the Board of Directors from time to time. Any person may hold at one time two or
more offices.
         Section 3.2 Powers and Duties.
         The Chairman of the Board, if any, or, in his or her absence, the Vice
Chairman of the Board, if any, or, in his or her absence, the President, or in
his or her absence the CEO, shall preside at all meetings of the stockholders
and of the Board of Directors. The CEO shall be the chief executive officer of
the Corporation. In the absence of the CEO, the President shall perform all
duties of the CEO. In the absence of the President, a Vice President appointed
by the President or, if the President fails to make such appointment, by the
Board of Directors, shall perform all the duties of the CEO. The officers and
agents of the Corporation shall each have such powers and authority and shall
perform such duties in the management of the business, property, and affairs of
the Corporation as generally pertain to their respective offices, as well as
such powers and authorities and such duties as from time to time may be
prescribed by the Board of Directors.


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                                   ARTICLE IV
                     RESIGNATIONS, REMOVALS, AND VACANCIES

         Section 4.1 Resignations.
         Any director or officer of the Corporation, or any member of any
committee, may resign at any time by giving written notice to the Board of
Directors, the CEO, the President, or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time be
not specified therein, then upon receipt thereof. The acceptance of such
resignation shall not be necessary to make it effective.
         Section 4.2 Removals.
         Subject to the provisions of Section 2.5 hereto, the Board of
Directors, by a vote of not less than a majority of the entire Board, at any
meeting thereof, or by written consent, at any time, may, to the extent
permitted by law, remove with or without cause from office any officer or member
of any committee and may, with or without cause, disband any committee.
         Any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of the shares entitled at the time
to vote at an election of directors.
         Section 4.3 Vacancies.
         Subject to the provisions of Section 2.5 hereof, any vacancy in the
office of any director or officer through death, resignation, removal,
disqualification, or other cause, and any additional directorship resulting from
increase in the number of directors, may be filled at any time by a majority of
the directors then in office (even though less than a quorum remains) or, in the
case of any vacancy in the office of any director, by the stockholders, and,
subject to the provisions of this Article IV, the person so chosen shall hold
office until his or her successor shall have been elected and qualified; or, if
the person so chosen is a director elected to fill a vacancy, he shall (subject
to the provisions of this Article IV) hold office for the unexpired term of his
or her predecessor.


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                                   ARTICLE V
                                 CAPITAL STOCK

         Section 5.1 Stock Certificates.
         The certificates representing shares of the capital stock of the
Corporation shall be in such form as shall be prescribed by law and approved,
from time to time, by the Board of Directors.
         Section 5.2 Transfer of Shares.
         Shares of the capital stock of the Corporation may be transferred on
the books of the Corporation only by the holder of such shares or by his or her
duly authorized attorney, upon the surrender to the Corporation or its transfer
agent of the certificate representing such stock properly endorsed.
         Section 5.3 Fixing Record Date.
         In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof or to express consent to corporate action in writing without a meeting,
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, in advance, a record date, which, unless
otherwise provided by law, shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action.
         Section 5.4 Lost Certificates.
         The Board of Directors or any transfer agent of the Corporation may
direct a new certificate or certificates representing stock of the Corporation
to be issued in place of any certificate or certificates theretofore issued by
the Corporation, alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors (or any transfer agent of the Corporation
authorized to do so by a resolution of the Board of Directors) may, in its
discretion and as a condition

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precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate or certificates, or his or her legal representative, to
give the Corporation a bond in such sum as the Board of Directors (or any
transfer agent so authorized) shall direct to indemnify the Corporation against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen, or destroyed or the issuance of
such new certificates, and such requirement may be general or confined to
specific instances.
         Section 5.5 Regulations.
         The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
registration, cancellation, and replacement of certificates representing stock
of the Corporation.

                                   ARTICLE VI
                                 MISCELLANEOUS

         Section 6.1 Corporate Seal.
         The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal" and
"Delaware."
         Section 6.2 Fiscal Year.
         The fiscal year of the Corporation shall be determined by resolution of
the Board of Directors.
         Section 6.3 Notices and Waivers Thereof.
         Whenever any notice whatever is required by law, the Certificate of
Incorporation, or these By-Laws to be given to any stockholder, director, or
officer, such notice, except as otherwise provided by law, may be given
personally, or by mail, or, in the case of directors or officers, by facsimile
transmission, telecopy, telegram, cable, or radiogram, addressed to such address
as appears on the books of the Corporation. Any notice given by facsimile
transmission, telecopy, telegram, cable, or radiogram shall be deemed to have
been given when it shall have been delivered for transmission and any notice
given by mail

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shall be deemed to have been given when it shall have been deposited in the
United States mail with postage thereon prepaid.
         Whenever any notice is required to be given by law, the Certificate of
Incorporation, or these By-Laws, a written waiver thereof, signed by the person
entitled to such notice, whether before or after the meeting or the time stated
therein, shall be deemed equivalent in all respects to such notice to the full
extent permitted by law.
         Section 6.4 Stock of Other Corporations or Other Interests.

         Unless otherwise ordered by the Board of Directors, the Chairman of the
Board, Vice Chairman of the Board, the CEO, the President, the Secretary, and
such attorneys or agents of the Corporation as may be, from time to time,
authorized by the Board of Directors or the CEO, shall have full power and
authority on behalf of this Corporation to attend and to act and vote in person
or by proxy at any meeting of the holders of securities of any corporation or
other entity in which this Corporation may own or hold shares or other
securities, and at such meetings shall possess and may exercise all the rights
and powers incident to the ownership of such shares or other securities which
this Corporation, as the owner or holder thereof, might have possessed and
exercised if present. The Chairman of the Board, Vice Chairman of the Board, the
CEO, the President, the Secretary, or such attorneys or agents, may also execute
and deliver on behalf of this Corporation powers of attorney, proxies, consents,
waivers, and other instruments relating to the shares or securities owned or
held by this Corporation.

                                  ARTICLE VII
                                   AMENDMENTS
         The holders of shares entitled at the time to vote for the election of
directors shall have power to adopt, amend, or repeal the By-Laws of the
Corporation by vote of not less than a majority of such shares, and, except as
otherwise provided by law, the Board of Directors shall have power equal in all
respects to that of the stockholders to adopt, amend, or repeal the By-Laws by
vote of not less than a majority of the entire Board. However, any By-Law
adopted by the Board may be amended or repealed by vote of the holders of a
majority of the shares entitled at the time to vote for the election of
directors.

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