Exhibit 10(r)


                              TABLE  OF  CONTENTS

                                                                     Page

1.       PREMISES                                                      1
2.       USE                                                           1
3.       LEASE TERM AND DELIVERY OF LEASED PREMISES                    1
4.       ACCESS PRIOR TO TERM                                          1
5.       SECURITY DEPOSIT                                              1
6.       RENT                                                          2
7.       ADDITIONAL RENT                                               2
8.       OPTIONS TO RENEW                                              3
9.       UTILITIES                                                     4
10.      MAINTENANCE AND REPAIR OF PREMISES                            4
11.      REQUIREMENTS OF LAW                                           5
12.      ALTERATIONS, CHANGES, AND ADDITIONS                           5
13.      ENTRY BY LANDLORD                                             5
14.      ASSIGNMENT AND SUBLETTING                                     5
15.      DEFAULT BY TENANT                                             6
16.      INSURANCE, MUTUAL WAIVER OF SUBROGATION,
         HOLD HARMLESS                                                 7
17.      HAZARDOUS SUBSTANCES                                          8
18.      DAMAGE AND DESTRUCTION
         BY FIRE OR OTHER CASUALTY                                     8
19.      CONDEMNATION                                                  8
20.      QUIET ENJOYMENT                                               9
21.      NOTICES                                                       9
22.      WAIVER                                                        9
23.      WHOLE AGREEMENT                                               9
24.      COUNTERPARTS                                                  9
25.      SIGNAGE                                                       9
26.      TERMINATION/EXPIRATION                                        9
27.      PARKING                                                      10
28.      LANDLORD'S CONSENT                                           10
29.      HOLDOVER                                                     10
30.      SUBORDINATION                                                10
31.      WATER AND OTHER DAMAGE                                       10
32.      ESTOPPEL CERTIFICATE                                         10
33.      CHOICE OF LAW AND INTERPRETATION                             10
34.      LICENSE CONTINGENCY                                          11
35.      EXCLUSIVE                                                    11
36.      FRANCHISOR AS THIRD PARTY BENEFICIARY                        11
37.      WAIVER OF TRIAL BY JURY                                      11

                                    EXHIBITS

         Exhibit A--Description of Leased Premises
         Exhibit B--Collateral Assignment of Lease
         Exhibit C--Personal Guaranty


<PAGE>

                                LEASE AGREEMENT

         THIS LEASE, made and entered into this 30th day of September,  1994, by
and between Penguin Properties Corporation,  a corporation formed under the laws
of the State of Maryland  ("Landlord"),  and TAG,  Incorporated,  a  corporation
formed  under  the laws of the State of  Maryland,  Trading  as  Kiddie  Academy
("Tenant").

         For good and valuable  consideration  and  performance of the covenants
and provisions of this Lease, Landlord and Tenant agree as follows:

         1.       LEASED  PREMISES.

         (a) Landlord is the owner of a building containing  approximately 6,500
square feet (the "Building),  the address of which is Rt 18, Village of Benton's
Crossing,  Stevensville,  Maryland 21666. The separately subdivided lot on which
the  Building is located is  hereinafter  referred  to as the  "Land".  Landlord
hereby leases to Tenant, and Tenant hereby leases from Landlord, upon the terms,
covenants,  and conditions set out below,  the Building  containing 6,500 usable
square  feet,  the  location  of which is  described  in Exhibit A (the  "Leased
Premises"),  together  with the  non-exclusive  right,  in common with the other
tenants of the Building, if any, to the use of all hallways, lobbies, corridors,
lavatories,  ramps,  stairways  and other  common  areas and  facilities  of the
Building,  and together with the  sidewalks,  driveways  and parking  facilities
provided for in Section 27 below.  The Leased  Premises  shall also be deemed to
include that portion of the Land, for use as a playground.

         2.       USE. The Leased  Premises shall  be  used  only  as  a  Kiddie
Academy  Child  Care Learning  Center.  No other use shall be permitted  without
the prior  written  consent of Landlord . Landlord  warrants and  represents, to
the  best  of  its  knowledge,  to Tenant that there are no zoning ordinances or
other  prohibitions  restricting or limiting  the  use  of  the  Leased Premises
for the purposes herein specified.

         3.       LEASE  TERM  AND  DELIVERY  OF  LEASED  PREMISES.

         (a) The  Lease  shall be for an  initial  term of ten (10)  years ( the
"Lease Term"),  commencing on the Commencement Date, as hereinafter defined, and
ending on the last day of the tenth lease year following the Commencement  Date.
Tenant shall have the option to renew this Lease for two (2) additional terms of
five (5) years each upon the terms and  conditions set forth in Section 8 below.
The  "Commencement  Date" shall be the later to occur of (i)  November  20, 1994
(the  "Estimated  Commencement  Date"),  or (ii) that date  which is the date on
which the contingency in Section 34 herein is satisfied or waived by Tenant.

         (b) "Lease Year" shall mean the  successive  period of 12 full calendar
months beginning on the Commencement Date, and each succeeding twelve (12) month
period  thereafter  except that if the Commencement Date occurs on any day other
than the first day of a  calendar  month,  then the first  Lease Year shall also
include  the  partial  month  remaining  in the  calendar  month  in  which  the
Commencement Date occurs.

         (c) On the  Commencement  Date or such later date as Landlord or Tenant
may  request,  Landlord  and Tenant shall  promptly  enter into a  supplementary
written agreement thereby specifying the Commencement Date and the date on which
the Lease Term shall expire.


         4.  ACCESS  PRIOR TO TERM.  At anytime  during the one (1) week  period
prior to the Commencement Date, Tenant and its agents,  servants,  employees and
contractors  may enter the Leased  Premises for purposes of installing  Tenant's
furnishings,   fixtures,  telephones  and  other  equipment.  Such  entry  shall
constitute  the  agreement  of Tenant that none of such  parties nor their work,
equipment,  or materials  will interfere with the work of Landlord in the Leased
Premises.


                                       1

<PAGE>

         5.  SECURITY  DEPOSIT.  Tenant has  deposited  with Landlord a security
deposit in the amount of $5,416.67 (the "Security Deposit"), receipt of which is
hereby  acknowledged  by  Landlord.  Landlord  shall have the right to apply the
Security  Deposit  to cure any breach by Tenant of any of  Tenant's  obligations
under this Lease. The Security Deposit, to the extent it has not been applied or
exhausted by Landlord pursuant to the terms of this paragraph, shall be returned
to Tenant within thirty (30) days following the expiration or termination of the
Lease Term.


         6. RENT.  Commencing on the Commencement  Date,  Tenant shall pay basic
rent  ("Basic  Rent") in the  amounts and with  respect to the time  periods set
forth below;  provided  however that if the Lease Term should  commence on a day
other than the first day of the month,  the first month's rent shall be prorated
for such partial month.  Basic Rent shall be paid in equal monthly  installments
as set forth  below and shall be due and  payable on the first day of each month
during the Lease Term,  without any set-off or  deduction  whatsoever.  All rent
shall be paid to the Landlord at the address in Section 21 herein.

                  BASIC          BASIC           BASIC RENT
LEASE             ANNUAL         MONTHLY         PER SQUARE
YEAR              RENT           RENT            FOOT

1              $65,000.00       $5,416.67         $10.00
2              $66,950.00       $5,579.17         $10.30
3              $68,958.50       $5,746.54         $10.61
4              $71,027.26       $5,918.94         $10.93
5              $73,158.07       $6,096.51         $11.26
6              $75,352.81       $6,279.40         $11.59
7              $77,613.40       $6,467.78         $11.94
8              $79,941.80       $6,661.82         $12.30
9              $82,340.06       $6,861.67         $12.67
10             $84,810.26       $7,067.52         $13.05

         Any  installment  of Basic  Rent  which is paid more than ten (10) days
after the date on which it is due shall bear  interest  at the rate of  eighteen
percent  (18%) per  annum for the  period  of such  arrearage.  Any Basic  Rent,
Additional  Rent or other  payments  received by Landlord  from Tenant  shall be
applied first to the oldest outstanding  balance due from Tenant under the terms
of this Lease.

         7.       ADDITIONAL  RENT.

         (a) For  all  purposes  of this  Lease,  "Rentable  Area of the  Leased
Premises"  shall be the usable  area of the Leased  Premises  (but  specifically
excepting the  playground) . "Rentable Area of the Building"  shall be deemed to
mean  6,500  square  feet,  which  is the  total  usable  area of the  Building.
"Tenant's Portion" shall mean

                                       2
<PAGE>

one  hundred  percent (100%),  computed on the basis of the Rentable Area of the
Leased Premises  divided by the Rentable Area of the Building.

         (b) Tenant shall pay all real estate taxes and/or  special  assessments
levied  against  the Land and  building,  directly  to  taxing  authority,  upon
presentation of invoice for said taxes. Tenant shall, at Tenant's expense, cause
the  Leased  Premises  to be  maintained  including,  but  not  limited  to lawn
maintenance,  grounds keeping, snow removal,  parking lot maintenance (excluding
repair or replacement of the parking lot) and interior portions.

         (d) In addition to Basic Rent, Tenant shall pay as additional rent (the
"Additional Rent") Tenant's Portion of the following expenses, that are not paid
by Tenant,  which are  applicable  to the Lease Term:  (a) all real estate taxes
and/or special  governmental  assessments imposed or levied against the Building
or Land  during the Lease  Term  ("Taxes");  (b) all  reasonable  and  customary
insurance expenses incurred by Landlord in connection with Landlord's  ownership
of the Building including the cost of liability  insurance and insurance against
losses from fire and other casualties ("Insurance");  and (c) all reasonable and
customary   expenses   incurred  by  Landlord  in  connection   with  Landlord's
maintenance  of the common areas of the Land and/or  Building which are not paid
by Tenant

         (e) Until the actual cost of Taxes,  Insurance and Common Area Expenses
are known by  Landlord,  Tenant  shall pay to  Landlord  the  following  monthly
amounts,  which amounts are equal to 1/12 of Landlord's  good faith  estimate of
Tenant's Portion of Taxes,  Insurance and Common Area Charges for the first year
of the Lease Term:

                    Per Sq. Foot      Annual Amount      Monthly Payment

Taxes                   $0.00             $0.00               $0.00
Insurance               $0.31             $2,015.00           $167.92
Common Area Expenses    $0.00             $0.00               $0.00
Total                   $0.31             $2,015.00           $167.92


         Within 90 days following the close of each fiscal year,  Landlord shall
provide  Tenant with a statement of the actual  amount of Taxes,  Insurance  and
Common Area Expenses for such period and Tenant's Portion thereof.  In the event
that Tenant's  Portion of the actual amount of Taxes,  Insurance and Common Area
Expenses is greater  than the  estimated  amounts paid by Tenant with respect to
such period,  Tenant shall remit the difference to Landlord within 30 days after
receipt  of such  statement.  In the event that the  actual  amount of  Tenant's
Portion of Taxes,  Insurance and Common Area Expenses is less than the estimated
amounts paid by Tenant with respect to such  period,  Landlord  shall credit the
difference to Tenant against the next installment of rent due hereunder

         For the year in which the Lease Term commences or terminates,  Tenant's
liability  for its  Portion  of any such  costs for such  partial  year shall be
subject to a prorata adjustment based upon the number of full calendar months of
said year during which the Leased Premises are occupied by Tenant.

         Whenever,  under the terms of this Lease,  any sum of money is required
to be paid by Tenant,  in addition to the rental herein  reserved,  whether such
payment is to be made to the Landlord or to any other party, and said additional
amount which Tenant is to pay is not designated  "Additional Rent", or provision
is not made for the  collection of said amount as "Additional  Rent",  then said
amount shall nevertheless if not paid when due, be deemed "Additional Rent", and
shall be  collectible  as such with the first  installment  of minimum  rent due
thereafter.


                                       3

<PAGE>

         8.  OPTIONS  TO RENEW.  So long as this Lease is then in full force and
effect,  and Tenant is not in default  under this Lease,  Tenant  shall have the
right to renew  this  Lease for two (2)  renewal  terms of five (5)  years  each
immediately  following  the  expiration of the initial term or the first renewal
term,  as the case may be,  on the same  terms and  conditions  as are set forth
herein  except that the Basic Rent  payable by Tenant  during the renewal  terms
shall be as set forth  below.  Tenant  shall  notify  Landlord in writing of its
intention  to renew no less than one hundred and eighty  (180) days prior to the
expiration of the original Lease Term or the first renewal term, as the case may
be. The Basic Rent payable by Tenant  throughout the first renewal term shall be
the greater of:

         (a) $87,354.56; or

         (b) Ninety  percent (90%) of the current  market rent for facilities of
similar nature as determined by an independent appraisal by Landlord; or

         (c) the Basic  Rent  payable  by Tenant  during  the first  year of the
initial  Lease  Term,  multiplied by 3% for each year of the initial Lease Term;
and

the Basic Rent  payable by Tenant  during the second  renewal  term shall be the
greater of:

         (a) $101,267.88; or

         (b) Ninety  percent (90%) of the current  market rent for facilities of
similar nature as determined by an independent appraisal by Landlord; or

         (b) the Basic Rent payable by Tenant during the first year of the first
renewal term, multiplied by 3% for each year of the first renewal term.


         9.   UTILITIES.  Except to the extent  provided by Landlord  under  the
Common  Area  Expenses,  Tenant shall contract for and  pay,   directly  to  the
provider  thereof,  all charges for natural gas,  electricity,  water, telephone
and other utility charges used or consumed at the Leased Premises.


         10.  MAINTENANCE  AND REPAIR OF PREMISES.  During the first ninety (90)
days of the Lease Term ("Landlord's  Warranty Period"),  Landlord, at Landlord's
sole cost and expense,  shall  maintain and repair the well water and associated
systems in the Leased  Premises.  Upon  notification  by Tenant,  Landlord shall
promptly  repair  any damage to or defect in the well or water  systems,  in the
Leased Premises arising during  Landlord's  Warranty Period except to the extent
that any such damage is caused by the  negligence or  intentional  misconduct of
Tenant. Landlord hereby agrees to and shall assign to Tenant upon the expiration
of Landlord's  Warranty Period,  to the extent they are assignable,  any and all
written  warranties and guarantees from Landlord's  contractors,  subcontractors
and suppliers of any  materials  and labor to the well and water systems  Leased
Premises. In the event that the well supplying water to the Leased Premises does
not provide  water in a sufficient  amount  required  for the  Tenant's  use, in
Section 2 herein,  Landlord  shall  repair or replace  the well at its  expense.
Specifically  excluded from Landlord's obligation to repair or replace the well,
shall be the associated well water systems inside of the Leased Premises.

         Commencing on the Commencement  Date of this Lease,  except as provided
above,  ("Tenant's Maintenance Period"),  Tenant shall assume responsibility for
maintaining  the interior of the Leased  Premises,  all lawn  maintenance,  snow
removal,  sidewalk and parking lot cleaning and maintenance (excluding repair or

                                       4

<PAGE>

replacement  of the parking lot) and play area  maintenance,  but Landlord shall
continue to maintain the exterior of the Leased Premises and Building (including
the roof,  foundation  and exterior  walls) and all common areas and  structural
components  of the  Building.  Throughout  the term of this  Lease,  Tenant will
secure  and  maintain  a  full  service  contract  on  the  heating  and/or  air
conditioning  equipment  servicing the Leased Premises with a reputable  company
approved by Landlord.

         The Leased  Premises  are  leased to Tenant  "as is".  Except as herein
expressly  provided,  Landlord  shall  be  under  no  liability,  nor  have  any
obligation to do any work or make any repairs in or to the Leased Premises,  and
any work  which may be  necessary  to outfit the Leased  Premises  for  Tenant's
occupancy  of for  the  operation  of  Tenant's  business  therein  is the  sole
responsibility  of Tenant and shall be  performed  by Tenant at its own cost and
expense.  Tenant  acknowledges  that it has fully  inspected the Leased Premises
prior to the  execution  of this Lease,  and Tenant  further  acknowledges  that
Landlord has made no warranties or representations with respect to the condition
or state of repairs.

         If  Landlord  refuses  or  neglects  to  repair  properly  as  required
hereunder and to the reasonable  satisfaction of Tenant, then, following written
notice to Landlord and a thirty day opportunity to cure (provided, however, that
if more than 30 days is reasonably  required for such cure, then the 30 day cure
period shall be extended for whatever period is reasonably required,  so long as
Landlord  commences  the cure  within  such 30 day cure  period  and  diligently
prosecutes such cure to completion), Tenant may make such repairs and shall have
the right to set off any reasonable expense incurred thereby against any rent or
other payment due or to become due hereunder.

         Tenant shall during the term of this Lease keep the Leased  Premises in
good order and repair and will make all repairs necessary at its own expense.

         If Tenant refuses or neglects to repair properly as required  hereunder
and to the reasonable  satisfaction of Landlord,  then, following written notice
to Tenant and a thirty day opportunity to cure (provided,  however, that if more
than 30 days is reasonably  required for such cure,  then the 30 day cure period
shall be extended for whatever period is reasonably required,  so long as Tenant
commences the cure within such 30 day cure period and diligently prosecutes such
cure to  completion),  Landlord may make such repairs and Tenant shall reimburse
Landlord the  reasonable  expense  incurred  thereby  within thirty (30) days of
receipt of a statement therefor from Landlord.


         11.  REQUIREMENTS OF LAW.  Landlord  covenants that on the Commencement
Date, to the best of Landlord's knowledge,  the Leased Premises and the Building
do  conform,  to  every  applicable  requirement  of law  and of  any  Board  of
Underwriters,  rating bureau, or similar  organization,  and the requirements of
the  carriers of all  insurance  on or  relating  to the Leased  Premises or the
Building,  whether such  insurance  be  furnished by Landlord or Tenant.  Tenant
shall,  at its own expense,  comply with all  applicable  statutes,  ordinances,
rules and  regulations  of  federal,  state and  municipal  governments  and all
applicable  rules  and  regulations  of the Board of Fire  Underwriters  as such
statutes,  ordinances,  rules and regulations pertain to Tenant's particular use
of the Leased  Premises.  Tenant  shall also  comply with all  applicable  city,
county, state and federal ordinances in effect from time to time with respect to
facilities and areas for the handicapped in the Leased Premises and the Building
including all requirements imposed by the Americans with Disabilities Act.


         12.  ALTERATIONS,   CHANGES,  AND  ADDITIONS.  No  structural  changes,
alterations, or additions shall be made by Tenant to the Leased Premises without
the prior written  consent of Landlord,  which consent shall not be unreasonably
withheld,  conditioned or delayed. The foregoing  restriction shall not prohibit
Tenant from painting or making other decorative or non-structural changes in the
Leased Premises without Landlord's prior consent. Tenant may further install, at
its expense and without Landlord's written consent, trade

                                       5

<PAGE>

fixtures,  playground equipment, supplies, toys, movable partitions,  furniture,
equipment, and other personal property.


         13.  ENTRY  BY  LANDLORD.  Landlord  shall  have the  right,  following
reasonable  prior notice to Tenant,  which may be verbal (except in the event of
an emergency when no prior notice need be given),  to enter the Leased  Premises
for purpose of inspection or to make repairs, so long as Landlord's entry or the
making of such repairs does not unreasonably  disrupt the business operations of
Tenant.


         14.  ASSIGNMENT  AND  SUBLETTING.  Tenant shall not  transfer,  assign,
sublet,  mortgage,  encumber,  or otherwise  alienate its interest in the Leased
Premises without first obtaining Landlord's written consent, which consent shall
not be  unreasonably  withheld,  conditioned or delayed.  If such  assignment or
subletting  is  permitted by  Landlord,  Tenant  shall not be relieved  from any
liability  whatsoever  under  this  Lease.  No consent  by the  Landlord  to any
assignment or sublease to another tenant shall relieve Tenant of any obligations
to be performed by Tenant under this Lease,  whether arising before or after the
assignment  or  sublease.  Acceptance  of rent  from the  proposed  assignee  or
subtenant or other  transfers,  shall not constitute  consent by the Landlord to
any  assignment  or sublease  to, or of any failure of the Tenant to comply with
the requirements of this Section. In the event that the amount of the rent to be
paid by the Tenant to the Landlord  pursuant to this Lease,  Tenant shall pay to
Landlord  any such  excess as is  received  by  Tenant  from  such  assignee  or
sublessee.

         In the event Tenant desires to assign this Lease to sublease all or any
substantial  portion of the Leased  Premises,  Landlord shall have the right and
option to terminate  this Lease,  which right or option shall be  exercisable by
written  notice from  Landlord to Tenant  within  thirty (30) days from the date
Tenant gives  Landlord  written  notice of its desire to assign or sublease.  If
Tenant is a corporation and in the event that any part or all of the corporation
shares shall be transferred by sale, assignment, bequest, inheritance, operation
of law or other  disposition so as to result in a change in the present  control
of said corporate shares,  Landlord may terminate this Lease and the term at any
time after such  notice of such  change of control by giving  Tenant  sixty (60)
days prior written notice of such termination.  If Tenant is a corporation,  the
filing  of  Articles  of  Transfer  or  Merger  with  the  State  Department  of
Assessments  and Taxation or the failure to do so when Tenant would otherwise be
so legally  required by operation of law of the assets of the corporation  shall
constitute an unauthorized assignment of this Lease.

         Notwithstanding  the foregoing,  Landlord  hereby grants its consent to
Tenant  entering  into the  Collateral  Assignment of Lease which is attached to
this Lease as Exhibit B and  incorporated by reference herein and further agrees
that in the  event  of a sale or  transfer  of the  Kiddie  Academy  Child  Care
Learning Center to a new owner approved in writing by Franchisor (as hereinafter
defined), this Lease shall be assigned to such new owner.


         15.  DEFAULT  BY  TENANT.   The  occurrence  of  any  one  or  more  of
the following events shall constitute a material breach by Tenant of this Lease:

(a)      the failure by Tenant to make any payment of rent,  Additional  Rent or
         any other payment required to be made by Tenant hereunder, as and  when
         due,;

(b)      the  failure  by Tenant to observe  or  perform  any of the  covenants,
         conditions  or  provisions  of this  Lease  where  such  failure  shall
         continue  for a period of fifteen  (15) days  after  receipt of written
         notice thereof by Tenant from Landlord,  provided, however, that if the
         nature of  Tenant's  default is such that it cannot be cured  solely by
         payment of money and that more than fifteen (15) days may be reasonable
         required  for such  cure,  than  Tenant  shall  not be  deemed to be in
         default if Tenant shall commence such cure within such fifteen (15) day
         period  and  shall  thereafter   diligently   prosecute  such  cure  to
         completion;

                                       6

<PAGE>


(c)      the making of any general  arrangement  or any assignment by Tenant for
         the benefit of creditors; the filing by or against Tenant of a petition
         to have Tenant adjudged a bankrupt or a petition of  reorganization  or
         arrangement under any law relating to bankruptcy  (unless,  in the case
         of a petition filed against Tenant,  such petition is dismissed  within
         ninety (90)  days);  the  appointment  of a trustee or receiver to take
         possession of substantially  all of Tenant's assets; or the attachment,
         execution or other judicial  seizure of  substantially  all of Tenant's
         assets;

(d)      the breach or default under the Franchise  Agreement between Tenant and
         Franchisor (as hereinafter defined),  remaining uncured within the time
         periods provided in the Franchise Agreement;

(e)      if the Leased  Premises  are vacant,  unoccupied  or deserted for a
         period of fifteen (15) days or more at any time during the term

In the event of any material breach of this Lease by Tenant,  then Landlord,  in
addition  to other  rights  or  remedies  it may have,  shall  have the right to
terminate this Lease , and also the right,  with or without  termination of this
Lease,  to reenter and take  possession of the Leased  Premises and Landlord may
remove all persons and property from the Leased  Premises;  such property may be
removed and stored in any other place in the Building or in any other reasonably
secure  place for the account of and at the  expense and risk of Tenant.  Should
Landlord  elect to reenter,  as herein  provided,  or should it take  possession
pursuant to legal  proceedings  or pursuant to any notice  provided  for by law,
Landlord may either terminate this Lease or, Landlord,  without terminating this
Lease, shall use its reasonable efforts to relet the Leased Premises or any part
thereof for such terms and  conditions as may be  reasonable,  with the right to
make alterations and repairs to the Leased Premises. Rental received by Landlord
from such reletting  shall be applied first, to the payment of any costs of such
reletting including  reasonable  brokerage and attorneys' fees; and the residue,
if any,  shall be held by Landlord  and applied in payment of future rent as the
same may become due and payable  hereunder or Tenant  shall pay to Landlord,  at
Landlord's  sole option , the  difference  between the rent reserved  under this
Lease and the fair rental  value of the Leased  Premises  for the balance of the
term to be determined as the date of re-entry. Should such rentals received from
such  reletting  during any month be less than the monthly  basic rent  reserved
hereunder,  then Tenant shall pay such  deficiency to Landlord.  Such deficiency
shall be calculated  and paid monthly.  No such reentry or taking  possession of
the Leased Premises by Landlord shall be construed as an election on its part to
terminate  this  Lease,  unless  written  notice of such  intention  be given to
Tenant,  in which event Tenant's  obligations to Landlord shall forthwith cease,
or  unless  the  termination   thereof  be  decreed  by  a  court  of  competent
jurisdiction.

         Any  default by Tenant  under  this  Lease  shall be deemed an event of
default under that Franchise Agreement (the "Franchise  Agreement") entered into
or to be entered into between Tenant and Kiddie Academy  International,  Inc., a
Maryland  corporation  ("Franchisor"),  and any  default  by  Tenant  under  the
Franchise  Agreement  shall be deemed an event of default  by Tenant  under this
Lease.

         In the event of  Tenant's  default or  failure  to  perform  hereunder,
Landlord  shall  concurrently  provide  notice to  Franchisor of such default or
failure to perform.  Franchisor,  at its sole option,  shall have the right (but
not the  obligation),  to cure any such deficiency or default by Tenant,  should
Tenant  fail to do so,  within  fifteen  (15) days after the  expiration  of the
period in which  Tenant  may cure  such  deficiency  or  default.  In  addition,
Franchisor,  at its sole option,  shall have the right (but not the obligation),
within  sixty (60) days of the date of receipt of notice  from the  Landlord  of
default by Tenant,  to take  possession  of the Leased  Premises  and become the
assignee  of this Lease for a period not to exceed one (1) year from the date of
assumption,  with no  liability  for any default  caused by the Tenant up to the
point of assumption. Landlord hereby agrees that the Franchisor may seek another
franchisee to take over the operation of the Kiddie Academy Center at the Leased
Premises,  and that when a new franchisee is selected by Franchisor and approved
by Landlord  within a reasonable  period of time, the new franchisee will become
the tenant under this Lease and  Franchisor  shall have no further  liability or
obligation hereunder. Landlord further agrees that if Franchisor does not select
a new franchisee within one (1) year from

                                       7

<PAGE>

the date of assignment of the Lease under the  immediately  preceding  sentence,
Franchisor shall have no further liability under the Lease as of the end of that
one (1) year period.

         In the event Tenant  fails to pay Landlord any rental  payment or other
charge  sue  hereunder  within  ten (10)  days  from the date on which  any such
payment was due, Landlord may at its option charge Tenant a late charge equal to
fifteen  percent  (15%) or the rental  payment or other such charge,  which late
charge shall be collectible as Additional  Rent and shall be payable to Landlord
within ten (10) days after written notice from Landlord to Tenant  assessing the
same.


         16.      INSURANCE,  MUTUAL  WAIVER  OF  SUBROGATION,  HOLD HARMLESS.

                  (a) Tenant  shall at all times  during the Lease Term,  and at
its sole expense, keep in effect a policy of public liability insurance,  naming
Landlord as an additional  insured,  with respect to the Leased Premises and the
business of Tenant at the Leased Premises. Said policy shall contain a provision
preventing the  cancellation of the policy without a minimum of thirty (30) days
written notice to Tenant and Landlord.  Tenant's insurance shall have a limit of
liability  of not less than  $1,000,000.  Tenant  shall  deliver  a  certificate
evidencing such insurance policy to Landlord at the inception of each policy and
renewal thereof.  All such insurance maintained by Tenant shall be written by an
insurance  company  licensed  to do  business  in the state in which the  Leased
Premises are located.

                  (b)  Landlord  and  Tenant  each  hereby  waive all  rights of
recovery against the other and against the officers, employees and agents of the
other,  on account of loss or damage to the waiving party or its property or the
property of others under its control,  to the extent that such loss or damage is
insured against under any fire and extended coverage  insurance policy which the
waiving  party may have in force at the time of the loss or  damage.  Tenant and
Landlord  shall give  notice to their  respective  insurance  carriers  that the
foregoing mutual waiver of subrogation is contained in this Lease.

                  (c) Landlord and Tenant  (each,  an  "Indemnitor")  shall hold
harmless the other (the "Indemnitee"),  its officers, agents and employees, from
and  against  any and all  claims,  damages or causes of action  for  damages on
account  of any  injury  to or death of any  person  or any  loss of  damage  to
property  occurring  in, on or about the Leased  Premises,  the  Building or the
Project  at any time  during  the term of this  Lease  which  is  caused  by the
negligence or  intentional  misconduct of  Indemnitor,  its officers,  agents or
employees.  This  indemnification  provision  shall survive the  termination  or
expiration of this Lease.

                  (d)  Tenant  shall  maintain   property  damage  and  casualty
insurance on the Leased Premises in the amount  sufficient to restore the Leased
Premises to its condition prior to the casualty or damage, with proceeds payable
to Landlord. Said insurance shall contain a provision that the policy may not be
terminated  without  thirty (3) days prior  written  notice to Landlord.  tenant
shall deliver to Landlord,  prior to the  Commencement  Date, a  certificate  of
insurance, evidencing the aforesaid insurance coverage.

         17. HAZARDOUS SUBSTANCES. To the best of Landlord's knowledge, Landlord
represents to Tenant that the Project  (including  the Land  thereunder  and the
Building  and Leased  Premises)  does not contain any  Hazardous  Substance,  as
hereinafter defined, of any kind. "Hazardous Substance" means (i) any "hazardous
waste" as defined by the  Resource  Conservation  and  Recovery  Act of 1976 (42
U.S.C.  Section  6901 et seq.),  as amended from time to time,  and  regulations
promulgated  thereunder;  (ii)  any  "hazardous  substance"  as  defined  by the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42
U.S.C.  Section  9601 et seq.),  as  amended  from time to time and  regulations
promulgated  thereunder;  (iii) any infectious or medical waste as defined under
federal, state or local law or regulation; (iv) asbestos or contamination of any
kind (including,  but not limited to transformers  containing  PCBs); or (v) any
other  substance,  the  presence  of  which  on the  Leased  Premises  would  be
prohibited,  regulated or restricted  by any law or regulation  similar to those
set

                                       8

<PAGE>

forth  in  this  definition.   Landlord  agrees  to indemnify  and defend Tenant
(with legal counsel reasonably acceptable to Tenant) from and against any costs,
fees or  expenses  (including,  without  limitation,  environmental  assessment,
investigation  and  environmental  remediation  expenses,  third party expenses)
incurred  by Tenant if any  Hazardous  Substances  whatsoever  are  subsequently
found,  and Tenant shall have the right and option to  terminate  this Lease and
thereafter  be released  from all  liability  hereinafter  in such  event.  This
indemnification  by Landlord shall survive the termination or expiration of this
Lease.


         18. DAMAGE AND DESTRUCTION BY FIRE OR OTHER CASUALTY. In the event that
the Building or Leased Premises are partially damaged for any reason, other than
the negligence of the Tenant, Landlord shall using reasonable efforts, and being
subject to the  Landlord's  receipt of a sufficient  amount of proceeds from any
insurance  carrier,  promptly  restore  the  Leased  Premises  to  its  original
condition,  within a  reasonable  period of time.  In the event  that  Tenant is
unable to carry on its normal business operations due to such casualty or damage
to the Leased Premises, Tenant shall be entitled to an abatement or reduction of
rent in  proportion  to the  amount by which the area so  rendered  untenantable
bears to the original Leased Premises for a period  beginning on the date of the
damage and ending upon the date on which the Leased  Premises are rendered fully
tenantable.

         In the event the Leased  Premises  are wholly  damaged by fire or other
casualty,  Landlord shall have the option to either restore the Leased  Premises
to their condition  immediately  prior to the damage or terminate this Lease. In
the event that  Landlord  elects to terminate  this Lease,  such option shall be
exercised  by Landlord by written  notice to Tenant  within forty five (45) days
after the damage. In the event of such termination,  rent will be adjusted as of
the date of damage.  In the event  that  Landlord  elects to restore  the Leased
Premises, such restoration shall be completed as promptly as reasonably possible
and the rent reserved  hereunder shall abate until the Leased Premises are again
rendered tenantable.

         19.  CONDEMNATION.  In the event that all or a "Substantial Part of the
Leased  Premises" (as hereinafter  defined) shall be taken or condemned  through
the exercise of the power of eminent domain,  with or without  litigation,  this
Lease shall  terminate as of the Basic and Additional Rent shall be proportioned
to and abate from and after, the date of the taking.  Tenant shall have no right
to participate in any award or damages for such taking and hereby assigns all of
its  right,  title and  interest  therein  to  Landlord.  For  purposes  of this
paragraph, a "Substantial Part of the Leased Premises" shall mean that such part
that the remainder thereof is rendered inadequate for Tenant's business and that
such remainder cannot permit Tenant to carry on its business with  substantially
the same efficiency as before the taking.

         In the event that less than a Substantial  Part of the Leased  Premises
shall be taken or condemned through the exercise of the power of eminent domain,
with or without  litigation,  this Lease  shall  remain in full force and effect
according to its terms and Tenant shall not have the right to participate in any
award or damages for such taking and hereby assigns all of its right,  title and
interest  therein to Landlord.  In such event,  Landlord  shall, at its expense,
promptly make such repairs and  improvements  and shall be necessary to make the
remainder  of the  Leased  Premises  adequate  to permit  Tenant to carry on its
business to  substantially  the same  efficiency as before the taking:  provided
that in no event shall Landlord be required to expend an amount in excess of the
award  received by Landlord for such  taking.  If as a result of such taking any
part of the Leased Premises is rendered permanently  unusable,  the Basic Annual
Rent  reserved  hereunder  shall be  reduced  in such  amount as may be fair and
reasonable, which amount shall not exceed the proportion which the area so taken
or made unusable bears to the total area which was usable by Tenant prior to the
taking. If the taking does not render any part of the Leased Premises  unusable,
there shall be no abatement of rent.

         Nothing  herein  shall be deemed to prevent  Tenant from  claiming  and
receiving from the condemning authority, if legally payable compensation for the
taking of  Tenant's  own  tangible  property  and  damages  for  Tenant  loss of
business, business interruption, or removal and relocation.


                                       9

<PAGE>

         20. QUIET ENJOYMENT.  Landlord agrees that Tenant, so long as it is not
in default  under this Lease,  shall at all times  during the term of this Lease
peaceably  and  quietly  have,  hold,  and enjoy  the  Leased  Premises  without
disturbance by Landlord or any person claiming through Landlord.


         21. NOTICES. Any notice, demand, or communication called for under this
Lease shall be in writing and shall be given,  served,  or  delivered  by United
States registered or certified mail, return receipt requested,  postage prepaid,
or by Airborne Express or other nationally recognized overnight courier service,
or  hand-delivered  with a  receipt  and  addressed  (i) if to  Tenant,  at TAG,
Incorporated,  c/o Pete Kedzia,  1710 Allen Court, Bel Air, MD 21015, (ii) if to
Franchisor,  to Kiddie Academy  International,  Inc.,  Kiddie Academy  Corporate
Center, 108 Wheel Road, Suite 200, Bel Air, Maryland 21015, Attention Michael J.
Miller,  President or (iii) if to Landlord,  to Penguin Properties  Corporation,
108 Wheel Road,  Suite 200, Bel Air, MD 21015,  Attention:  George  Miller.  All
notices  delivered in the foregoing manner shall be deemed delivered on the date
the return  receipt is executed.  Either party may designate a change of address
by written notice to the other party.


         22.       WAIVER.   The  failure  of  either   party to require  strict
compliance  with any  provision of this Lease shall not  constitute a waiver  of
any  right  or  otherwise   prevent   either party from  subsequently  requiring
strict compliance with any provisions hereof.


         23. WHOLE AGREEMENT.  The Lease constitutes the whole agreement between
the parties,  and may not be amended except by a writing signed by both parties.
When  appropriate,  words of one gender shall mean and include the other gender,
and the singular  shall mean and include the plural,  and vice versa.  Paragraph
captions  herein are for Landlord's and Tenant's  convenience  only, and neither
limit nor  amplify  the  provisions  of this  Lease.  The terms,  covenants  and
conditions of this Lease shall be binding upon and shall inure to the benefit of
Landlord  and  Tenant and their  respective  executors,  administrators,  heirs,
distributees, legal representatives, successors and permitted assigns.


         24.      COUNTERPARTS.  This Lease may be executed in  counterparts.


         25.  SIGNAGE.  Subject  to the  approval  of  governmental  authorities
granting  permission for signs,  Tenant will be permitted to erect a sign on the
exterior of the Building and at the entrance to the Leased Premises using Kiddie
Academy International, Inc.'s national logotype, provided that any exterior sign
does not violate any  governmental  law,  ordinance or regulation.  In addition,
upon Landlord's  commencement of the tenant improvements in the Leased Premises,
Tenant will be  permitted  to erect on the  exterior  of the  Building a "Coming
Soon" sign, advertising Tenant's business. Throughout the Lease Term, Franchisor
shall have the right to enter the Leased  Premises to assure proper usage of its
logotype  and  compliance   with  its  other   requirements   and  to  make  any
modifications as it deems necessary.


         26. TERMINATION/EXPIRATION.  Upon the termination or expiration of this
Lease,  Tenant  shall  surrender  the Leased  Premises in the same  condition as
existed at the  commencement  of the term,  except for normal  wear and tear and
casualty loss.  Tenant shall have the right but not the obligation to remove any
and all improvements and alterations made to the Leased Premises by Tenant or at
Tenant's expense, as well as any signs and other indicia of Kiddie Academy Child
Care  Learning  Centers,  provided  that any  damage to the  Building  or Leased
Premises resulting from such removals shall be repaired by Tenant. Following the
termination or

                                       10

<PAGE>

expiration  of  this Lease or Tenant's vacating of the Leased Premises, Landlord
will not use or permit anyone holding under it to use  in  the  Leased  Premises
any  trademark,  tradename,  sign  or other  indicia  of  Kiddie  Academy  Child
Care  Learning  Centers  or  any  trademark,  tradename or sign which is similar
enough as to cause  confusion  with that of Kiddie  Academy  Child Care Learning
Centers, without the express written consent of Franchisor.


         27.       PARKING.  Throughout the Lease Term,  Landlord shall provide,
at no cost to Tenant, the existing parking spaces in the parking area  proximate
to the Leased Premises for the exclusive use of Tenant.


         28.      LANDLORD'S  CONSENT.  Whenever  the  consent  or  approval  of
either   Landlord or Tenant is required under this Lease, such consent shall not
be unreasonably withheld, conditioned or delayed.


         29.  HOLDOVER.  If Tenant  shall  remain in  possession  of the  Leased
Premises  after the  expiration or the original or any  additional  term hereof,
Tenant's  occupancy shall be a  month-to-month  tenancy at the one hundred fifty
percent  (150%) of the rental rate  applicable  to the last month of the expired
term and under all of the other terms,  conditions and provisions  hereof except
those pertaining to the term of the Lease.


         30.   SUBORDINATION.   Tenant  shall,  if  so  requested  by  Landlord,
subordinate this Lease and the leasehold estate created  hereunder to any future
mortgage or ground lease covering the Building or the Leased Premises;  provided
however,  that the mortgagee or ground lessor, as the case may be, shall deliver
to Tenant  at or prior to the time that this  Lease  becomes  so  subordinate  a
written agreement in recordable form whereby Tenant, so long as Tenant is not in
default  hereunder,  may remain in possession of the Leased Premises pursuant to
the terms  hereof and without  any  diminution  of the  Tenant's  rights  should
Landlord  become in default  with  respect to such  mortgage or ground  lease or
should the Leased  Premises  become the subject of any action to  foreclose  any
mortgage or to  dispossess  Landlord.  Tenant  hereby  constitutes  and appoints
Landlord as Tenant's  attorney-in-fact to execute any such instrument for and on
behalf of Tenant.


         31.  WATER AND OTHER  DAMAGE.  Landlord  shall not be liable  for,  and
Landlord is hereby released and relieved from all claims and demands of any kind
by reason of or resulting  from damage or injury to person or property of Tenant
or any other party, directly or indirectly caused by (a) dampness,  water, rain,
or snow, in any part of the Leased Premises or in any part of any other property
of Landlord or of others and/or (b) falling plaster, steam, gas, electricity, or
any  leak or  break  in any  part of the  Leased  Premises  or from  any  pipes,
appliances  or plumbing or from sewers or the  property of Landlord or of others
or in the pipes of the  plumbing or heating  facilities  thereof,  no matter how
caused.


         32. ESTOPPEL  CERTIFICATE.  Landlord and Tenant shall, at any time upon
not less than  twenty  (20) days  prior  written  notice  from the other  party,
execute and deliver to the other  party a  statement  in writing (i)  certifying
that this Lease is  unmodified  and in full  force and  effect (or if  modified,
stating the nature of such  modification  and certifying  that this Lease, as so
modified,  is in full force and effect) and the date to which the rent and other
charges are paid in advance,  if any, and (ii) acknowledging that there are not,
to the party's  knowledge,  any uncured  defaults on the part of the other party
hereunder, or specifying such defaults if any are claimed.


                                       11

<PAGE>


         33. CHOICE OF LAW AND  INTERPRETATION.  This Lease shall be governed by
the law of the State in which the Project is situate.  Should any  provisions of
this  Lease  require  judicial  interpretation,  it is  agreed  that  the  court
interpreting or construing the same shall not apply a presumption that the terms
of any such provision shall be more strictly  construed against one party or the
other by reason of the rule of  construction  that a document is to be construed
most  strictly  against the party who itself or through its agent  prepared  the
same, it being agreed that the agents of all parties hereto have participated in
the preparation of this Lease.

         34. LICENSE  CONTINGENCY.  This Lease is expressly  contingent upon the
issuance of a license or  pre-approval  for the Leased Premises which will allow
Tenant to conduct a day care center in the Leased  Premises for a minimum of 100
children  between  the ages of two months and twelve  years of age. In the event
Tenant is unable to obtain such license or pre-approval  within thirty (30) days
after the date this Lease is fully  executed by Landlord and Tenant,  this Lease
shall automatically  terminate, all money previously paid by Tenant to Landlord,
including the Security  Deposit,  shall be immediately  returned to Tenant,  and
neither Landlord nor Tenant shall have any further liability hereunder.

         35.      EXCLUSIVE.  Throughout  the  term of  this   Lease,   Landlord
shall  not  lease  any  space in the Building,   or  in  any   project  within a
three (3) mile  radius of the Leased Premises,  to any Tenant for use as  a  day
care, child development or educational facility.

         36. FRANCHISOR AS THIRD PARTY  BENEFICIARY.  Landlord and Tenant hereby
acknowledge and agree that Franchisor is a third party beneficiary to this Lease
and that in the event of a breach or  infringement  of the rights  bestowed upon
Franchisor hereunder, Franchisor may avail itself of any remedy available at law
or at equity,  including  but not limited to,  bringing  suit  directly  against
Landlord and/or Tenant.

         37.  WAIVER OF TRIAL BY JURY.  It is  mutually  agreed  by and  between
Landlord and Tenant that the respective  parties hereto shall and they hereby do
waive trial by jury in any action, proceeding or counterclaim whatsoever arising
out of or in anyway  connected with this Lease, the relationship of Landlord and
Tenant,  tenant's use or occupancy of the Leased  Premises,  and/or any claim of
injury or damage.

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

WITNESS:                            LANDLORD:
                                    Penguin Properties Corporation


/s/  Pete Kedzia                    BY: /s/ Michael J. Miller     (SEAL)
------------------------               --------------------------
                                    Michael J. Miller, Its President


                                    TENANT:
                                    TAG, Incorporated

/s/  Michael J. Miller              BY: /s/ Pete Kedzia           (SEAL)
------------------------               --------------------------
                                    Pete Kedzia, Its President

                                       12

<PAGE>


STATE OF   Maryland

COUNTY OF   Harford


         On this         day  of  September, 1994, before me, the subscriber,  a
Notary Public of the State aforesaid, Michael J. Miller personally appeared, who
acknowledged himself to be the President of Penguin Properties,  Inc., Landlord,
and that he, as such officer,  being authorized so to do, executed the foregoing
instrument  for the  purposes  therein  contained,  by  signing  the name of the
corporation by himself as such officer.

         IN WITNESS WHEREOF I have hereunto set my hand and official seal.

                              Notary Public:     /s/  Christine E. Cooney
                                            ---------------------------------
                              My Commission expires:
                                                    -------------------------

(NOTARIAL SEAL)



STATE OF   Maryland

COUNTY OF    Harford


         On this       day  of  September, 1994,  before me,  the subscriber,  a
Notary  Public  of  the  State  aforesaid,  Pete Kedzia personally appeared, who
acknowledged himself to be the  President  of  TAG,  Incorporated,  Tenant,  and
that he, as such officer,  being  authorized  so  to  do, executed the foregoing
instrument  for  the  purposes  therein  contained,  by  signing the name of the
corporation by himself as such officer.

         IN WITNESS WHEREOF I have hereunto set my hand and official seal.


                                    Notary Public:   /s/ Christine E. Cooney
                                                  -----------------------------
                                    My Commission expires:
                                                          ---------------------

(NOTARIAL SEAL)


<PAGE>


                                   EXHIBIT A
                         DESCRIPTION OF LEASED PREMISES

A free standing,  single story,  building containing  approximately 6,500 square
feet, the address of which is Rt 18, Village of Benton's Crossing, Stevensville,
Maryland 21666, plus an adjacent, outdoor playground area.

                                       14

<PAGE>


                                   EXHIBIT B
                         COLLATERAL ASSIGNMENT OF LEASE

         FOR VALUE RECEIVED,  THE UNDERSIGNED  Assignor  assigns,  transfers and
sets over to the  Assignee,  KIDDIE  ACADEMY  INTERNATIONAL,  INC.,  a  Maryland
corporation,  all of the Assignor's  right,  title and interest as tenant in, to
and under the lease, a copy of which is attached (the "Lease"), for the premises
known as Rt 18, Village of Benton's Crossing, Stevensville, Maryland 21666.

         This Assignment is for collateral purposes only and except as specified
here,  the Assignee will have no liability or obligation of any kind  whatsoever
arising from or in  connection  with this  Assignment,  or from or in connection
with the Lease, unless (i) the Assignee takes possession of the premises subject
to the Lease  pursuant to the terms of this  Assignment,  and (ii) the  Assignee
assumes the obligations of the Assignor under the Lease.  The Assignor agrees to
indemnify and hold harmless the Assignee from and against all claims and demands
of any type, kind or nature made by any third party which arise out of or are in
any manner  connected  with the  Assignor's  use and  occupancy  of the premises
subject to the Lease.

         The Assignor  represents  and warrants to the Assignee that it has full
power and authority to assign the Lease and its interest in the Lease.

         If the  Assignor  defaults  under  the  Lease  or under  the  Franchise
Agreement  between the Assignee and the  Assignor  for a Kiddie  Academy  Center
located at the leased  premises (the "Franchise  Agreement"),  the Assignee will
have the right and is empowered to take  possession  of the premises  subject to
the Lease,  expel the  Assignor  from those  premises,  and in that  event,  the
Assignor  will have no  further  right,  title or  interest  in the  Lease.  The
Assignor  will  reimburse  the Assignee  for the costs and expenses  incurred in
connection  with any such retaking,  including but not limited to the payment of
any back rent and other  payments due under the Lease  (whether the payments are
made by a separate agreement with the lessor or otherwise),  attorney's fees and
expenses of  litigation  incurred in enforcing  this  Collateral  Assignment  of
Lease, costs incurred in reletting the premises,  and costs incurred for putting
the premises in good working order and repair.

         The  Assignor  agrees that it will not suffer or permit any  surrender,
termination,  amendment or  modification  of the Lease without the prior written
consent of the Assignee.  Throughout the term of the Franchise Agreement and any
renewals of that Agreement,  the Assignor agrees that it will elect and exercise
all  options to extend the term of or renew the Lease not less than  thirty (30)
days  prior  to the  last day that the  option  must be  exercised,  unless  the
Assignee  otherwise  agrees in writing.  Upon the failure of the  Assignor to so
elect to extend or renew the Lease,  the  Assignor  appoints the Assignee as its
true and lawful attorney-in-fact to exercise that extension or renewal option in
the name, place and stead of the Assignor, for the sole purpose of effecting the
extension or renewal.


Dated:                                      ASSIGNOR:
                                            TAG, Incorporated


<PAGE>

                                            BY:
(SEAL)                                          -----------------------------
                                               Pete Kedzia, It's President

<PAGE>


                                   EXHIBIT C
                           PERSONAL GUARANTY OF LEASE

                  Pete Kedzia ("Guarantor"), an individual residing in the State
of Maryland, whose address is 1710 Allen Court, Bel Air, MD 21015, as a material
inducement to and in  consideration  of Penguin  Properties,  Inc.  ("Landlord")
entering  into that Lease  dated  September  30,  1994 (the  "Lease")  with TAG,
Incorporated  ("Tenant"),  unconditionally  guarantees the prompt payment of all
basic annual rent, additional rent being due and payable under the Lease and for
the full and faithful  performance  of all covenants and terms of the Lease,  to
Landlord,  during the entire term of the Lease and any  renewals,  extensions or
modifications,  to the same  extent as if said  Lease had been  executed  by the
Guarantor.

                  Guarantor covenants and agrees that if Tenant shall default at
any time  during  the term  granted  by the  Lease,  or during  any  renewal  or
extension  thereof in the payment of rent,  additional rent, or other charges to
be paid by  Tenant,  or in the  performance  of any of the terms,  covenants  or
conditions  of the Lease on Tenant's  part to be  performed,  then the Guarantor
will on demand will and truly pay to Landlord the said rent, additional rent and
default,  without requiring notice from Landlord of any such default or defaults
by Tenant.

                  Guarantor further covenants and agrees that the Guarantor may,
at  Landlord's  option,  be joined  in any  action or  proceeding  commenced  by
Landlord  against  Tenant in  connection  with and based  upon said Lease or any
term, covenant or condition thereof.

                  This  Guaranty  shall  remain and  continue  in full force and
effect as to any renewal, extension, modification or amendment of said Lease and
as to any  successor,  assignee or  sub-lessee  of Tenant and  regardless of any
changed or different use of the Leased Premises (other than that provided for in
said  Lease)  whether by Tenant or any  successors,  assignee or  sub-lessee  of
Tenant.

                  Guarantor  agrees that the validity of this instrument and the
obligations of the Guarantor shall in no way be terminated, affected or impaired
by reason of any action which of, or failure to take against Tenant or by reason
of any waiver of, or failure to enforce,  any of the rights or remedies reserved
to  Landlord  in the  Lease,  or  otherwise,  or by  reason  of any  changes  or
modifications  that may me made in the terms,  covenants  or  conditions  of the
Lease.

                  Guarantor  waives  notice of any and all  notices  or  demands
which may be given by Landlord to Tenant and whether or not required to be given
to Tenant under the terms of the  Lease(provided  however,  that nothing  herein
contained shall modify any requirement in the Lease for the giving of notice of,
but not limited to, the following: (1) any modification, extension or indulgence
granted to Tenant and assigns;  (2) any assignment by Tenant, its successors and
assigns;  (3) the exercise or non-exercise of any renewal option or options; and
(4) any changed or different use of the Leased Premises.

                  Guarantor  further  agrees  that,  so long as the Lease  shall
remaining  effect,  it will not either directly or indirectly own, operate or be
financially  interested in a business like or similar to the business  permitted
to be conducted under the Lease.  Guarantor  represents and warrants that the it
owns a majority  of the voting  stock of the  Tenant and  acknowledge  that this
Guaranty is a material inducement to Landlord's entry into the Lease.

                  Guarantor  hereby  consents to the  Collateral  Assignment  of
Lease previously  entered into, or to be entered into, between Tenant and Kiddie
Academy International, Inc.

                  If Landlord disposes of its interest in the Lease, "Landlord",
as  used  in  this  guaranty,  shall  mean  Landlord's  successors.  Guarantor's
obligations under this guaranty shall be binding on Guarantor's successors.

                  Guarantor hereby authorizes any  attorney-at-law to appear for
them  before  any court of  competent  jurisdiction,  and  enter  judgement  by
confession  against the Guarantor jointly and severally,  for the unpaid balance
then due under the Lease, plus interest,  court costs, and attorneys fees of 15%
of the amount  declared  due,  without stay of execution  expressly  waiving all
exemptions.  This agreement may not be changed, modified or terminated except in
writing duly executed by Landlord and Guarantor.

WITNESS:                                     GUARANTOR:

<PAGE>

--------------------                         ------------------------- (SEAL)
                                             Pete Kedzia