Exhibit 10(a)

                       SECOND AMENDMENT AND RESTATEMENT OF
                       KIDDIE ACADEMY INTERNATIONAL, INC.
                        1995 INCENTIVE COMPENSATION PLAN

                                    PREAMBLE
                  On September 18, 1995, the Board of Directors (the "Board") of
Kiddie Academy  International,  Inc. (the "Company")  adopted the Kiddie Academy
International, Inc. 1995 Incentive Compensation Plan (the "Plan"). In September,
1996,  the Board  amended and  restated  the Plan in its  entirety.  Pursuant to
resolutions  duly  adopted by the Board,  the Plan has been  fully  amended  and
restated a second time and is embodied in this document.
         1.       Purpose
                  The purpose of this Plan is to encourage  and enable  selected
management,  other key employees,  directors and  consultants of the Company and
its Affiliates (as hereinafter defined) to acquire a proprietary interest in the
Company  through the  ownership of common stock of the Company.  Such  ownership
will provide such  individuals with a more direct stake in the future welfare of
the Company and encourage them to remain with the Company or an Affiliate of the
Company.  It is also expected that the Plan will encourage  qualified persons to
seek and accept  employment  with the Company or an  Affiliate  of the  Company.
Pursuant to the Plan,  such employees will be offered the opportunity to acquire
such common stock through the grant of Incentive Stock Options,  "non-qualified"
stock  options and stock awards.  All options shall be separately  designated as
Incentive  Stock  Options or  "non-qualified"  stock  options at the time of the
grant.


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                  As used herein,  the term "Affiliate" shall mean any parent or
subsidiary  corporation of the Company,  whether now or hereafter  existing,  as
those terms are defined in Sections 424(e) and (f) of the Internal  Revenue Code
of 1986, as amended (the "Code").
         2.       Administration of the Plan
                  The Plan shall be  administered  by the Board of  Directors of
the Company (the "Board) or by a stock option  committee,  which may also be the
compensation  committee  (the  "Committee"),  appointed from time to time by the
Board,  which  Committee shall consist of not less than two members of the Board
and all of the  members of which  Committee  shall be  "Non-Employee  Directors"
within  the  meaning  of Rule  16b-3 as from  time to time in  effect  under the
Securities  and  Exchange  Act of 1934,  as amended (the  "Exchange  Act"),  and
"Outside Directors" within the meaning of Section 162(m) of the Code.
                  The Board or Committee  may adopt such rules and  regulations,
as it deems necessary,  desirable or appropriate,  for the administration of the
Plan. The  interpretation and decision with regard to any question arising under
the Plan made by the Board or  Committee  shall be final and  conclusive  on all
employees,  directors  and  consultants  of the Company or an  Affiliate  of the
Company  participating  or eligible  to  participate  in the Plan.  The Board or
Committee shall determine,  among other things, the individuals to whom, and the
time or times at which, grants shall be made, the number of options or shares of
stock to be included in the grants,  whether  options granted shall be Incentive
Stock Options or  non-qualified  stock options,  the option price, and all other

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terms and  conditions  of any such grant  (which terms and  conditions  shall be
consistent with the provisions of the Plan).
         3.       Shares of Stock Subject to the Plan
                  The number of shares available for stock awards,  or which may
be issued or transferred  pursuant to the exercise of options  granted under the
Plan,  shall not exceed 300,000  shares of the common stock,  par value $.01 per
share,  of the Company (the "Common  Stock").  Such shares may be authorized and
unissued  shares or previously  issued shares  acquired or to be acquired by the
Company  and held in  treasury.  Any shares  subject to an option  which for any
reason  expires  or is  terminated  unexercised  as to such  shares may again be
subject to a stock award or option under the Plan.
                  The  maximum  number of shares  of Common  Stock  which may be
awarded  or for which  options  may be  granted  under the Plan  during  any one
calendar year to any one individual shall be limited to 250,000. For purposes of
applying this  limitation,  if an award or option is terminated,  surrendered or
canceled,  the  shares  or  underlying  shares  in the case of an  option  shall
continue to be counted  against the maximum number of shares that may be awarded
or for which  options  may be granted  during any one  calendar  year to any one
individual.
         4.       Eligibility
                  Stock  awards and options may be granted  only to  management,
other  key  employees  who are  employed  by the  Company  and  its  Affiliates,
directors of the Company or any of its Affiliates and consultants engaged by the
Company or any of its Affiliates. Incentive Stock Options may be granted only to
management  and other key  employees  who are  employed  by the  Company and its
Affiliates. A director or officer

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shall in no event be eligible to receive stock awards or options  under the Plan
unless at the time  discretion is exercised in the selection of such person as a
person to whom stock may be awarded or options may be granted,  or in the
determination  of the number of shares  which may be covered  by  any  such
award  or  option,  (i)  the  Board  has  delegated  its discretionary
authority over the Plan to a Committee  which consists  solely of Non-Employee
Directors and such discretion is exercised by such  Committee,  or (ii) the
grant  of such  stock  award or  option  otherwise  complies  with the
requirements of Rule 16b-3.
         5.       Granting of Stock Awards
                  The Board or the  Committee  may grant stock  awards under the
Plan in Common Stock or denominated in units of Common Stock. Such awards may be
granted either alone,  in addition to, or in tandem with any other type of award
granted under the Plan. The Board or the Committee, in its discretion,  may make
such awards  either  noncontingent  or  contingent  upon  attainment  of certain
performance objectives to be achieved during a period of time, or upon continued
service  with the  Company.  The  measure of  whether  and to what  degree  such
objectives have been attained and the resulting awards will be determined by the
Board or the Committee in its discretion. The Board or the Committee may choose,
at the time of the grant of the award,  or any time thereafter up to the time of
payment of the award, to include as part of such award an entitlement to receive
dividends  or  dividend  equivalents,  subject to such terms as the Board or the
Committee may  establish.  All dividends or dividend  equivalents  which are not
paid  currently  may,  at the  Board's  or the  Committee's  discretion,  accrue
interest and be paid to the  participant if and when and to the extent that such
award is paid.  The grant

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of any such stock  awards  shall be evidenced by stock award agreements in such
form, not inconsistent  with this Plan, as the Board or the Committee shall
approve from time to time.

         6.       Terms and Conditions of Options
                  No option pursuant to this Plan shall be exercisable after the
expiration  of 10 years from the date it was  granted.  The date of the grant of
any option  shall be the date on which the Board or the  Committee,  as the case
may be, authorizes the grant of such option. Options shall be evidenced by stock
option agreements in such form, not inconsistent with this Plan, as the Board or
the Committee  shall  approve from time to time,  which  agreements  need not be
identical and shall contain in substance the following terms and conditions:
                  (a) Option  Price.  The purchase  under each  Incentive  Stock
         Option  shall be 100% of the fair market  value of the Common  Stock at
         the time the option is  granted  but in no case less than the par value
         of such Common Stock.  In the case of an Incentive Stock Option granted
         to an employee  owning more than 10% of the total combined voting power
         of all  classes  of  stock  of the  Company  or any of its  Affiliates,
         actually or  constructively  under  Section  424(d) of the Code (a "10%
         Stockholder"), the option price shall not be less than 110% of the fair
         market value of the Common  Stock  subject to the option at the time of
         its grant and the option shall not be exercisable  after the expiration
         of five  years  from the date of grant.  The fair  market  value of the
         Common Stock on such date shall be  determined  in a manner  consistent
         with the  requirements  of the Code.  The  purchase  price  under  each
         non-qualified  stock  option  shall be  specified  by the  Board or the
         Committee but in no case shall be less than the par value of the Common
         Stock subject to the non-qualified stock option.


                  (b)  Medium  and Time of  Payment.  The  vested  portion of an
         option may be exercised,  in whole or in part,  by  delivering  written
         notice to the Board or Committee in such form as the Board or Committee
         may require from time to time.  Such notice shall specify the number of
         shares of Common Stock  subject to the option as to which the option is
         being  exercised,  and  shall be  accompanied  by full  payment  of the
         exercise  price of the shares of Common Stock as to which the option is
         being  exercised.  Payment of the exercise price shall be made in cash.
         In the Board or Committee's sole and absolute discretion,  the Board or
         Committee

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         may authorize  payment of the exercise  price to be made, in whole or
         in part,  by such other  means as the Board or  Committee  may
         prescribe.  The  Option may be  exercised  only in  multiples  of whole
         shares and no partial shares shall be issued.

                  If the Common Stock is registered under Section 12(b) or 12(g)
         of the Securities Exchange Act of 1934, the Board or Committee, subject
         to such limitations as it may determine,  may authorize  payment of the
         exercise price, in whole or in part, by delivery of a properly executed
         exercise  notice,  together with  irrevocable  instructions,  to: (i) a
         brokerage  firm  designated  by the Company to deliver  promptly to the
         Company  the  aggregate  amount  of sale or  loan  proceeds  to pay the
         exercise price and any withholding  tax  obligations  that may arise in
         connection  with the  exercise,  and (ii) the  Company to  deliver  the
         certificates for such purchased shares directly to such brokerage firm.

                  Upon receipt of written  notice of exercise  and payment,  the
         Company shall deliver to the person exercising the option a certificate
         or  certificates  for  such  shares.  It shall  be a  condition  to the
         performance  of the Company's  obligation  to issue or transfer  Common
         Stock upon  exercise  of this  option  that the  optionee  pay, or make
         provision  satisfactory  to the  Company  for the payment of, any taxes
         (other than stock  transfer  taxes)  which the Company is  obligated to
         collect  with  respect to the issue or  transfer  of Common  Stock upon
         exercise.

                  (c) Rights as a Stockholder. A recipient of options shall have
         no rights as a  stockholder  with  respect  to any shares  issuable  or
         transferable  upon exercise  thereof until such shares have been issued
         upon the due  exercise of the  option.  Except as  otherwise  expressly
         provided in the Plan,  no  adjustment  shall be made for  dividends  or
         other  rights for which the record date is prior to the date such stock
         certificate is issued.

                  (d)   Non-Assignability   of  Options.   No  option  shall  be
         assignable or  transferable  by the recipient  except by will or by the
         laws of descent and  distribution.  During the lifetime of a recipient,
         options  shall be  exercisable  only by him or during  the period he is
         under legal disability, by his guardian or legal representative.

                  (e)  Vesting.  The  term  during  which  each  option  may  be
         exercised  shall be determined  by the Board or Committee.  In no event
         shall a stock option be  exercisable  more than ten years from the date
         it is granted.  In the case of an Incentive  Stock Option  granted to a
         10% Stockholder (as defined in subparagraph 6(a) hereof),  such option,
         by its terms, shall be exercisable only within five years from the date
         it is granted.

                  (f) Restrictions as to Incentive Stock Options.  To the extent
         that the aggregate fair market value  (determined at the time of grant)
         of stock with respect to which  Incentive Stock Options are exercisable
         for the first time by any option  holder during any calendar year under
         all plans of the  Company  and its  Affiliates

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         exceeds  $100,000,  the options or portions  thereof which exceed such
         limit  (according to the order in which they were  granted)  shall be
         treated as  non-qualified stock options.

                  (g)  Securities  Law  Compliance.  The Company may require any
         option  holder,  or any person to whom an option is  transferred  under
         subparagraph (d) hereof,  as a condition of exercising any such option,
         (i) to give written  assurances  satisfactory  to the Company as to the
         option  holder's  knowledge  and  experience  in financial and business
         matters  and/or  to  employ  a  purchaser   representative   reasonably
         satisfactory  to the Company who is  knowledgeable  and  experienced in
         financial  and  business  matters,  and  that he or she is  capable  of
         evaluating,  alone or together with the purchaser  representative,  the
         merits and risks of  exercising  the option;  and (ii) to give  written
         assurances  satisfactory  to the  Company  stating  that such person is
         acquiring the stock subject to the option for such person's own account
         and not with any present intention of selling or otherwise distributing
         the stock.  These  requirements,  and any assurances  given pursuant to
         such  requirements,  shall be  inoperative  if (A) the  issuance of the
         shares upon the exercise of the option has been registered under a then
         currently effective  registration statement under the Securities Act of
         1933,  as  amended,  or  (B)  as  to  any  particular  requirement,   a
         determination  is made by counsel for the Company that such requirement
         need  not be  met  in  the  circumstances  under  the  then  applicable
         securities  laws.  The  Company  may,  upon  advice of  counsel  to the
         Company,  place legends on stock certificates  issued under the Plan as
         such counsel  deems  necessary or  appropriate  in order to comply with
         applicable  securities  laws,  including,  but not limited to,  legends
         restricting the transfer of stock.

                  (h) Effect of Termination of Relationship  with the Company or
         an Affiliate or Death. No option shall be exercisable after termination
         of such holder's  relationship with the Company or any Affiliate of the
         Company as an employee,  director or consultant unless such termination
         occurs  by  reason  of  retirement  with the  consent  of the  Company,
         disability  (within  the  meaning of Section  22(e)(3)  of the Code) or
         death.  In the event of the  retirement  of a recipient of options with
         the consent of the Company, the options or unexercised portions thereof
         which were otherwise exercisable on the date of retirement shall expire
         unless  exercised  within a period  of three  months  after the date of
         retirement.  Option  rights  shall  not be  affected  by any  change of
         employment as long as the recipient  continues to be employed by either
         the  Company  or an  Affiliate  of the  Company.  In the  event  of the
         termination of a recipient's employment due to disability,  the options
         or unexercised portions thereof which were otherwise exercisable on the
         date of termination shall expire unless exercised within one year after
         the date of  termination  pursuant to Section  22(e)(3) of the Code. In
         the event of the death of a  recipient  of options  while an  employee,
         director or consultant of the Company or an Affiliate of the Company or
         in the  event of the  death of the  recipient  within  the  three-month
         period  following   termination  of  such  relationship  by  reason  of
         retirement  with the consent of the

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         Company,  the  options  which were otherwise  exercisable on the date
         of termination of such  relationship shall  be  exercisable  by  his
         personal  representatives,  heirs,  or legatees at any time prior to
         the  expiration of one year from the date of his  death.  In no event,
         however,  shall an option be  exercisable after 10 years from the date
         it is granted  (five  years in the case of an option  granted to a 10%
         Stockholder).  In the event that an option holder's  relationship  with
         the  Company  or of any  Affiliate  of the Company ceases for any
         reason, including death or retirement,  prior to the lapse of the
         applicable  waiting period, his option shall terminate and be null and
         void.  The Board or the Committee may, if it determines that to do so
         would be in the Company's  best  interests,  provide in a specific
         case or  cases  for  the  exercise  of  options  which  would otherwise
         terminate upon termination of the holder's  relationship with the
         Company or an  Affiliate  of the Company for any reason,  upon such
         terms and conditions as the Committee determines to be appropriate.

                  (i)  Leave  of  Absence.  In the  case  of a  recipient  on an
         approved leave of absence,  the Committee may, if it determines that to
         do so would be in the  best  interests  of the  Company,  provide  in a
         specific case for continuation of options during such leave of absence,
         such  continuation  to be on such terms and conditions as the Committee
         determines to be  appropriate,  except that in no event shall an option
         be  exercisable  after 10 years from the date it is granted (five years
         in the case of an option granted to a 10% Stockholder).

                  (j) Dividends;  Recapitalization.  In the event that dividends
         payable in Common Stock during any fiscal year of the Company exceed in
         the aggregate  five percent of the Common Stock issued and  outstanding
         at the  beginning  of the  year,  or in the event  there is during  any
         fiscal  year  of the  Company  one or  more  splits,  subdivisions,  or
         combinations  of shares of Common  Stock  resulting  in an  increase or
         decrease  by more than five  percent of the shares  outstanding  at the
         beginning of the year,  the number of shares  available  under the Plan
         shall be increased or  decreased  proportionately,  as the case may be,
         and the number of shares  deliverable  upon the exercise  thereafter of
         any  options  theretofore  granted  shall  be  increased  or  decreased
         proportionately,  as the case may be,  without  change in the aggregate
         purchase  price.  Common  Stock  dividends,  splits,  subdivisions,  or
         combinations  during  any  fiscal  year  which  do  not  exceed  in the
         aggregate  five percent of the Common Stock issued and  outstanding  at
         the  beginning  of such year shall be ignored for purposes of the Plan.
         All adjustments  shall be made as of the day such action  necessitating
         such adjustment becomes effective.

                  (k) Sale or  Reorganization.  In case the Company is merged or
         consolidated with another corporation, or in case the property or stock
         of the  Company is  acquired  by another  corporation,  or in case of a
         separation, reorganization or liquidation of the Company, the Board, or
         the board of directors of any  corporation  assuming the obligations of
         the Company hereunder, shall either (i) make appropriate provisions for
         the protection of any  outstanding

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         options by the  substitution  on an equitable  basis of  appropriate
         stock of the Company,  or appropriate stock of the merged, consolidated
         or otherwise reorganized corporation, provided  only  that  any  such
         adjustment  shall  be  subject  to the requirements of Section 424 of
         the Code, or (ii) give written notice to recipients   that  their
         options,   which  will  become   immediately exercisable
         notwithstanding any vesting period otherwise prescribed by the
         Committee,  must be  exercised  within 60 days of the date of such
         notice or they will be terminated.

                  (l) General  Restrictions.  Each option granted under the Plan
         shall be  subject  to the  requirement  that,  if at any time the Board
         shall determine, in its discretion,  that the listing,  registration or
         qualification  of the shares  issuable or  transferable  upon  exercise
         thereof upon any securities exchange or under any state or federal law,
         or the  consent or  approval  of any  governmental  regulatory  body is
         necessary or desirable as a condition  of, or in connection  with,  the
         granting  of such  option or the issue,  transfer or purchase of shares
         thereunder, such option may not be exercised in whole or in part unless
         such listing,  registration,  qualification,  consent or approval shall
         have been effected or obtained free of any conditions not acceptable to
         the Board.

         7.       Termination and Amendment of the Plan
                  The Board shall have the right to amend,  suspend or terminate
the Plan at any time; provided,  however, that no such action shall affect or in
any way impair the rights of a recipient  under any option  right or stock award
theretofore  granted under the Plan; and, provided,  further,  that unless first
duly  approved by the  holders of Common  Stock  entitled  to vote  thereon at a
meeting (which may be the annual meeting) duly called and held for such purpose,
except as provided in subparagraphs 6(j) and 6(k) hereof, no amendment or change
shall be made in the Plan to: (i)  increase the total number of shares which may
be issued  or  transferred  under  the Plan;  (ii)  change  the  purchase  price
hereinbefore  specified  for the shares  subject to  options;  (iii)  extend the
period  during which  options may be granted or exercised  under the Plan;  (iv)
change the designation of employees  eligible to receive options or stock awards
under the Plan;  or (v)  modify  the Plan in any other way if such  modification
requires  stockholder approval in order for the

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Plan to satisfy the requirements of  Section  422 of the Code or to comply  with
the  requirements  of Rule 16b-3 under the Exchange Act.

         8.       Restriction on Sale of Shares
                  Without the written consent of the Company,  no stock acquired
by an optionee  upon  exercise of an Incentive  Stock Option  granted  hereunder
shall be  disposed  of by the  optionee  within  two  years  from the date  such
Incentive  Stock Option was  granted,  nor within one year after the transfer of
such stock to the  optionee;  provided,  however,  that a transfer to a trustee,
receiver,  or other  fiduciary  in any  insolvency  proceeding,  as described in
Section 422(c)(3) of the Code, shall not be deemed to be such a disposition.
         9.       Miscellaneous
                  (a) The Board shall have the power to  accelerate  the time at
which an option may first be exercised or the time during which an option or any
part thereof will vest pursuant to subparagraph 6(e) hereof, notwithstanding the
provisions  in the option  agreement  stating  the time at which it may first be
exercised or the time during which it will vest.
                  (b) Nothing in the Plan or any  instrument  executed or option
granted  pursuant  thereto shall confer upon any employee,  director or optionee
any right to continue in the employ of the Company or any Affiliate (or continue
to act as a director) or shall affect the right of the Company or any  Affiliate
to terminate  the  employment  or  relationship  as a director of any  employee,
director or optionee with or without cause.

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         10.      Effective Date of the Plan
                  This Plan shall  become  effective on the date of its adoption
by the  favorable  vote of the  majority  of the  Board,  subject,  however,  to
approval by the stockholders of the Company within 12 months next following such
adoption  by the Board;  and if such  approval is not  obtained,  the Plan shall
terminate and any and all options  granted during such interim period shall also
terminate and be of no further force or effect.  The Plan shall,  in all events,
terminate on September  18, 2005, or such earlier date as the Board of Directors
of the Company may determine.  Any option  outstanding at the  termination  date
shall remain outstanding until it has either expired or has been exercised.

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