Exhibit 10(s)

                               ASSIGNMENT OF LEASE

This Assignment of Lease (this "Agreement") by and between: Tag, Incorporated, a
Maryland  corporation  (the  "Assignor"),  Kiddie  Academy  Child Care  Learning
Centers,  Inc., a Maryland  corporation (the  "Assignee"),  Penguin  Properties,
Inc., a Maryland  corporation  (the  "Landlord") and Pete Kedzia,  an individual
residing in the State of Maryland (the "Personal Guarantor").

                              EXPLANATORY STATEMENT

         A. By Lease Agreement dated September 30, 1994, (the "Lease"),  entered
into  between  Assignor  as tenant  and  Landlord,  wherein  Landlord  leased to
Assignor  the  premises  located  at Route 18,  Village  of  Benton's  Crossing,
Stevensville,  Maryland  21666,  for the operation  therein of a Kiddie  Academy
Child Care Center (the "Center").

         B.  Pursuant to a Asset  Purchase and Sale  agreement  dated  September
_____, 1996 (the "Sale Agreement")  between Assignor and Assignee,  Assignor has
agreed to transfer to Assignee, and Assignee has agreed to assume from Assignor,
certain  of  Assignor's  assets  pertaining  to  the  Center,  including  all of
Assignor's right, title and interest under the Lease.

         C.       Personal  Guarantor  entered into a  Guaranty  of  Lease  (the
"Personal   Guaranty"),   which   guarantees the performance of the tenant under
the Lease.

         NOW, THEREFORE, in consideration of the Explanatory Statement (which is
a substantive part of the Agreement),  the purchase price to be paid by Assignee
to  Assignor  pursuant  to the terms of the Sale  Agreement,  and of the  mutual
agreements set forth below,  the receipt,  adequacy of which  consideration  the
parties acknowledge,  the parties hereto covenant, promise, agree, represent and
warrant as follows:

A.        The   parties   hereto   agree  to  the  Assignment  of the Lease from
         Assignor  to Assignee as of 12:01 A. M. on the first Monday   following
         the date on which  Assignee  receives its license to operate the Center
         pursuant to the terms of the Sale  Agreement  (the  "Effective  Date").

B.       As of the  Effective  Date,  Assignor  shall be  relieved  of  all  its
         rights    and     obligations     as    tenant     under   the   Lease.

C.       As of the Effective Date, Assignee accepts the Assignment and agrees to
         perform each and every  obligation  under the Lease, on the part of the
         tenant to be performed,  including but not limited to the obligation to
         pay rent in  accordance  with the terms of the Lease and to perform and
         abide by all other covenants in the Lease.


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D.       Landlord  acknowledges  and consents to the  Assignment,  and as of the
         Effective Date,  releases the Assignor from its  obligations  under the
         Lease,  and agrees that Assignee shall, as of the Effective Date, inure
         to all of the rights of the tenant under the Lease.

E.       The parties  hereto agree that,  as of the date of this  Agreement,  no
         uncured  default of the Lease exists and that all rights of Assignee as
         tenant under the Lease shall remain  unaffected by any past performance
         of the parties hereto.

F.       The Personal Guaranty shall remain in full force or effect for one (1)
         year, after the Effective Date.

G.       Landlord acknowledges that all forms of rent and any other sum of money
         due to  Landlord,  have been  received by Landlord as of the  Effective
         Date and that no  default  exists  under  the  Lease on the part of the
         Assignor as tenant.

H.       The address of the Assignee is: 108 Wheel Road, Bel Air, Maryland
         21015, Attention: Chief Financial Officer.

I.       Assignor hereby agrees to indemnify and hold harmless Assignee from and
         against any and all obligations arising under the Lease attributable to
         the period  preceding the Effective  Date.  Assignor  further agrees to
         cure any default under the Lease which occurred or accrued prior to the
         Effective Date at its sole cost and expense

J.       Assignee hereby agrees to indemnify and hold  harmless   Assignor  from
         and   against   any  and  all  obligations   arising  under  the  Lease
         attributable to the period following the Effective Date.

K.       The parties hereto represent and warrant, each to the other, that it is
         duly authorized and empowered to execute and deliver this Agreement and
         to perform its  obligations  hereunder  and that the person  signing on
         behalf of each entity is fully authorized to do so.

L.       Assignor's  interest  in the  Security  Deposit  in the  amount of Five
         Thousand Four Hundred Sixteen and 67/100 Dollars  ($5,416.67) is hereby
         transferred to Assignee as o the Effective Date and Assignor shall have
         no further interest or claim to the Security Deposit.

M.       Assignee  shall have the sole  right to assign or sublet  its  interest
         under the Lease to a franchisee of Kiddie Academy Franchising  Systems,
         Inc.,  (the  "Franchisor")  a  Maryland  corporation  and  wholly-owned
         subsidiary of Assignee, provided that Assignee remains liable under the
         Lease and  further  provided  that  Assignee  notifies  Landlord of the
         identity, address and financial information of the substitute tenant.

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N.       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.

O.       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.

P.       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.

Q.       This Agreement shall be governed by the laws of the State of Maryland.

R.       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.

S.       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  Assignment  Of  Lease  Agreement  shall  prevail.

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

                            (SIGNATURES ON NEXT PAGE)

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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, L. P.



/s/ Thomas A. Sheehan                       BY:  /s/  Michael J. Miller
-------------------------                      ----------------------------
                                            Michael J. Miller, President
                                            Date: November 4, 1996


                                            ASSIGNOR:
                                            Tag, Incorporated

/s/  Thomas A. Sheehan                      BY:  /s/ Pete Kedzia
-------------------------                       -----------------------------
                                            Pete Kedzia, President
                                            Date: November 4, 1996



                                    ASSIGNEE:
                           Kiddie Academy Child Care Learning Centers, Inc.


/s/ Thomas A. Sheehan                       BY:  /s/  George Miller
-------------------------                      -------------------------------
                                            George Miller, President
                                            Date: November 4, 1996


The following Guarantor joins in the execution of this Agreement to indicate its
consent to the  modifications  of the Lease and its consent to the Assignment of
the Lease:
                                            PERSONAL GUARANTOR
                                            Pete Kedzia


/s/  Thomas A. Sheehan                      /s/ Pete Kedzia
-------------------------                   -------------------------------
                                            Pete Kedzia
                                            Date: November 4, 1996

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