Exhibit 10(u)

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<S> <C>
Kiddie Academy International, Inc.            Sparks State Bank
      108 Wheel Road                           14804 York Road
        Suite 200                           Sparks, Maryland 21152
Bel Air, Maryland 21015-8908                                                     Line of Credit No.__________
BORROWER'S NAME AND ADDRESS                 LENDER'S NAME AND ADDRESS            Date:  July 26, 1996
"I" includes each borrower above,            "You" means the lender,             Max. Credit Amt. $500,000.00
   jointly and severally.                   its successors and assign.           Loan Ref. No.
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You have extended to me a line of credit in the AMOUNT of Five Hundred Thousand
and 00/100 $500,000.00.
You will make  loans to me from time to time until  12:00 PM on July 26,  1997 .
Although  the line of credit  expires on that date.  I will remain  obligated to
perform  all my  duties  under  this  agreement  so long as I owe you any  money
advanced  according to the terms of this agreement,  as evidenced by any note or
notes I have signed promising to repay these amounts.
         This  line of  credit  is an  agreement  between  you and me. It is not
intended that any third party receive any benefit from this  agreement,  whether
by direct  payment,  reliance for future  payment or in any other  manner.  This
agreement is not a letter of credit.

1.       AMOUNT:  This line of credit is:

         [ ]  OBLIGATORY:  You may not refuse to make a loan to me under this
              line of credit unless one of the following occurs:

              a.  I have borrowed the maximum amount available to me;

              b.  This line of credit has expired;

              c.  I have defaulted on the note (or notes) which show my
                  indebtedness under this line of credit;

              d.  I have violated any term of this line of credit or any note or
                  other agreement entered into in connection with this line of
                  credit;

              e.  __________________________________________________________ .


         [X] DISCRETIONARY:  You may refuse to make a loan to me under this line
              of credit once the aggregate outstanding advances equal or exceed
              Zero $.00.

         Subject to the obligatory or discretionary limitations above, this line
         of credit is:
         [X] OPEN-END (Business or Agricultural only):  I may borrow up to the
             maximum amount of principal more than one time.

         [ ] CLOSED-END:  I may borrow up to the maximum only one time.

2.       PROMISSORY  NOTE: I will repay any advances made according to this line
         of credit agreement as set out in the promissory note, I signed on July
         26,  1996 , or any  note(s)  I sign at a  later  time  which  represent
         advances  under  this  agreement.  The  note(s)  set(s)  out the  terms
         relating  to  maturity,  interest  rate,  repayment  and  advances.  If
         indicated on the promissory note, the advances will be made as follows:
         In Person, In Writing or by Telephone

3.       RELATED DOCUMENTS:  I have signed the following documents in connection
         with this line of credit and note(s) entered into in accordance with
         this line of credit:

         [X] security agreement dated July 26, 1996   [ ]
                                      -------------       ---------------------
         [ ] mortgage dated                           [ ]
                            -----------------------       ---------------------

         [ ] guaranty dated                           [ ]
                            -----------------------       ----------------------
4.       REMEDIES:  If I am in default on the note(s) you may:

         a.  take any action as provided in the related documents;

         b.  without notice to me, terminate this line of credit.

              By selecting  any of these  remedies you do not give up your right
         to later use any other remedy. Be deciding not to use any remedy should
         I default,  you do not waive your right to later  consider  the event a
         default, if it happens again.

5.       COSTS AND FEES:  If you hire an attorney to enforce this agreement I
         will pay your reasonable attorney's fees, where permitted by law. I
         will also pay your court costs and costs of collection, where permitted
         by law.

6.       COVENANTS:  For as long as this line of credit is in effect or I owe
         you money for advances made in accordance with the line of credit, I
         will do the following:

         a.  maintain books and records of my operations relating to the need
             for this line of credit;

         b.  permit you or any of your representatives to inspect and/or copy
             these records; c.  provide to you any documentation requested to
             you which support the reason for making any advance under this line
             of credit;

         d.  permit you to make any advance payable to the seller (or seller and
             me) of any items being purchased with that advance;

         e.  __________________________________________________________________.

7.       NOTICES:  All notices or other correspondence with me should be sent to
         my address stated above. The notice or correspondence shall be
         effective when deposited in the mail, first class, or delivered to me
         in person.

8.       MISCELLANEOUS:  This line of credit may not be changed except by a
         written agreement signed by you and me. The law of the state in which
         you are located will govern this agreement. Any term of this agreement
         which is contrary to applicable law will not be effective, unless the
         law permit you and me to agree to such a variation.

FOR THE LENDER       Sparks State Bank    SIGNATURES:  I AGREE TO THE TERMS OF
                                          THIS LINE OF CREDIT. I HAVE RECEIVED
                                          A COPY ON TODAY'S DATE.
/s/ Lois L. Wainwright                       Kiddie Academy International, Inc.
--------------------------------------    --------------------------------------
Title:  Assistant Vice President             /s/  George Miller
--------------------------------------    --------------------------------------
                                          George Miller, CEO
                                            /s/  Michael J. Miller
                                          --------------------------------------
                                          Michael J. Miller, President


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Kiddie Academy International, Inc.                Sparks State Bank
  108 Wheel Road, Suite 200                       14804 York Road                    Loan Number________
Bel Air, Maryland 21015-8908                   Sparks, Maryland 21152                Date  July 26, 1996
BORROWER'S NAME AND ADDRESS                   LENDER'S NAME AND ADDRESS              Maturity Date July 26, 1997
"I" includes each borrower above,              "You" means the lender,               Loan Amount $500,000.00
 jointly and severally.                       its successors and assign.             Renewal of
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For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of Five Hundred Thousand and 00/100 Dollars
$500,000.00.

[ ] Single Advance:  I will receive all of this principal sum on. No additional
advances are contemplated under this note.

[X] Multiple Advance: The principal sum shown above is the maximum amount of
principal I can borrow under this note. On July 26, 1996

         I will receive the amount of $.00 and future principal advances are
         contemplated.

      Conditions:  The conditions for future advances are As stated in the Line
      of Credit Agreement dated July 26, 1996.

      [X] Open End Credit:  You and I agree that I may borrow up to the maximum
          amount of principal more than one time. This feature is subject to all
          other conditions and expires on July 26, 1997.

      [ ] Closed End Credit:  You and I agree that I may borrow up to the
          maximum only one time (and subject to all other conditions).

INTEREST:  I agree to pay interest on the outstanding principal balance from
           July 26, 1996 at the rate of 6.95% per year until July 26, 1997 or
           the loan is paid in full, whichever comes first.

[ ]  Variable Rate:  This rate may then change as stated below.

      [ ] Index Rate:  The future rate will be
          the following index rate:

      [ ] Frequency and Timing:  The rate on this note may change as often as
                        . A change in the interest rate will take effect       .

      [ ] Limitations:  During the term of this loan, the applicable annual
          interest rate will not be more than    % or less than    %.

       Effect of Variable Rate:  A change in the interest rate will have the
       following effect on the payments:

       [ ] The amount of each scheduled payment will change.  [ ] The amount of
           the final payment will change.

       [ ] ___________________________________________________________________.

ACCRUAL METHOD:  Interest will be calculated on a 365 day basis.

POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
       owing after maturity, and until paid in full, as stated below:

       [X] on the same fixed or variable rate basis in effect before maturity
       (as indicated above).

       [ ] at a rate equal to ________________________________________________.

[X] LATE CHARGE:  If a payment is made more than 15 days after it is due, I
    agree to pay a late charge of $2.00 or 5% of any late payment whichever is
    greater .

 [ ] ADDITIONAL CHARGES:  In addition to interest, I agree to pay the following
       charges which [ ] are  [ ] are not included in the principal amount
       above: ________________________________________________________________.

PAYMENTS:  I agree to pay this note as follows:

[X]  Interest:  I agree to pay accrued interest  Monthly as billed

[X]  Principal: I agree to pay the principal  As stated in the Line of Credit
     Agreement dated July 26, 1996 .

[ ]  Installments:  I agree to pay this note in _______ payments. The first
     payment will be in the amount of $ __________ and will be due ____________.
     A payment of $_________  will be due _____________ thereafter. The final
     payment of the entire unpaid balance of principal and interest will be
     due ________________.

[ ]   Unpaid  Interest:  If  checked,  any  accrued  interest  not paid when due
      (whether  due by  reason of a  schedule  of  payments  or due  because  of
      Lender's  demand) will become part of the principal  thereafter,  and will
      bear interest at the interest rate in effect from time to time as provided
      for in this agreement.

[X]  STATUTORY AUTHORITY:  This loan is made under Subtitle 9 of Title 12 of the
     Commercial Law Article of the Annotated Code of Maryland .

ADDITIONAL TERMS:  The Line of Credit is secured by a 12 month Certificate of
Deposit #300911 opened at Sparks State Bank in the amount of $500,000.00

[X]  CONFESSION OF JUDGMENT:  If checked,    SIGNATURES:  I AGREE TO THE TERMS
     to the paragraph on page 2 confessing   OF THIS NOTE
     judgment.                               (INCLUDING THOSE ON PAGE 2).
                                             I have received a copy on today's
                                             date.
PURPOSE:  The purpose of this loan is        Kiddie Academy International, Inc.
          Business: Cash Flow
          -------------------------------      /s/  George Miller
Signature for Lender    Sparks State Bank    ----------------------------
  /s/ Lois L. Wainwright                     George Miller, CEO
 ----------------------------------------     /s/  Michael J. Miller
                                             ----------------------------
                                             Michael J. Miller, President


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APPLICABLE LAW: The law of the state of Maryland will govern this note. Any term
of this note which is contrary to applicable  law will not be effective,  unless
the law permits you and me to agree to such a  variation.  If any  provision  of
this  agreement  cannot be enforced  according to its terms,  this fact will not
affect the enforceability of the remainder of this agreement. No modification of
this agreement may be made without your express written consent.  Time is of the
essence in this agreement.

PAYMENTS: Each payment I make on this note will first reduce  the  amount  I owe
you for  charges  which  are  neither  interest  nor principal.  The  remainder
of each  payment  will then  reduce  accrued  unpaid interest,  and  then unpaid
principal.  If  you  and I  agree  to a  different application  of payments,  we
will  describe  our  agreement on this note. I may prepay a part of, or the
entire balance of this loan without penalty,  unless we specify to the contrary
on this note. Any partial  prepayment will not excuse or reduce any later
scheduled payment until this note is paid in full (unless, when I make the
prepayment, you and I agree in writing to the contrary).

INTEREST: If I receive the  principal  in more than one  advance,  each advance
will start to earn  interest  only when I receive the advance.  The interest
rate in effect on this note at any given time will apply to the entire principal
advance at that time. You and I may provide in this agreement for accrued
interest not paid when due to be added to principal. Notwithstanding anything to
the contrary, I do not agree to pay and you do not intend to charge any rate of
interest that is higher than the  maximum  rate of  interest  agreed  to here
(either  before  or after maturity).  If any  notice  of  interest  accrual  is
sent and is in  error,  we mutually  agree to correct it, and if you actually
collect more  interest  than allowed by law and this agreement, you agree to
refund it to me.

INDEX RATE: The index will serve only as a device for setting the rate on this
note.  You do not guarantee by  selecting  this index,  or the margin,  that the
rate on this note will be the same rate you  charge on any other  loans or class
of loans to me or other borrowers.

ACCRUAL METHOD: The amount of interest that I will pay on this loan will be
calculated  using the interest  rate and accrual  method stated on page 1 of
this note. For the purpose of interest calculation, the accrual method will
determine the number of days in a "year".  If no accrual method is stated, then
you may use any reasonable  accrual method for calculating  interest.

POST MATURITY  RATE: For purposes of deciding when the "Post Maturity Rate"
(shown on page 1)  applies,  the term  "maturity"  means  the  date of the last
scheduled payment  indicated on page 1 of this note or the date you accelerate
payment on the note,  whichever  is  earlier.

SINGLE  ADVANCE  LOANS:  If this is a single advance loan, you and I expect that
you will make only one advance of principal. However,  you may add other amounts
to the  principal  if you make any payments described in the "PAYMENTS BY
LENDER" paragraph below, or if we have agreed that accrued  interest not paid
when due may be added to principal.

MULTIPLE ADVANCE LOANS:  If this is a multiple  advance loan, you and I expect
that you will make more than one advance of principal If this is closed end
credit, repaying a part of the principal will not entitle me to additional
credit.

PAYMENTS BY LENDER: If you are authorized to pay, on my behalf,  charges I am
obligated to pay (such as property insurance  premiums),  then you may treat
those payments made by you as advances  and add them to the unpaid  principal
under this note,  or you may demand immediate payment of the charges.

SET-OFF:  I agree that you may set off any amount due and payable  under this
note  against any right I have to receive money from you. "Right to receive
money from you" means:

   (1) any deposit  account balance I have with you;

   (2) any money owed to me on an item presented to you or in your possession
       for collection or exchange; and

   (3) any repurchase agreement or other nondeposit  obligation.

     "Any amount due and payable under this note" means the total amount of
which you are entitled to demand  payment under the terms of this note at the
time you set off.  This total  includes  any balance the due date for which you
properly accelerate under this note.

     If my right to receive money from you is also owned by someone  who has not
agreed to pay this note,  your right of set-off will apply to my interest in the
obligation  and to any other  amounts I could  withdraw  on my sole  request  or
endorsement.  Your  right of  set-off  does not  apply  to an  account  or other
obligation where my rights are only as a representative.  It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.

     You will not be liable  for the  dishonor  of any check  when the  dishonor
occurs because you set off this debt against any of my accounts. I agree to hold
you harmless  from any such claims  arising as a result of your exercise of your
right of set-off.

REAL ESTATE OR RESIDENCE SECURITY: If this note is secured by real estate or a
residence that is personal property, the existence of a default and your
remedies for such a default will be  determined  by applicable  law, by the
terms of any separate  instrument creating the security interest and, to the
extent  not  prohibited  by law and not  contrary  to the terms of the  separate
security instrument, by the "Default" and "Remedies" paragraphs herein.

DEFAULT: I will be in default if any one or more of the  following  occur:  (1)
I fail to make a payment on time or in the  amount  due;  (2) I fail to keep the
property insured,  if required;  (3) I fail to pay, or keep any  promise,  on
any debt or agreement I have with you;  (4) any other  creditor of mine attempts
to collect any  debt  I  owe  him  through  court  proceedings;  (5)  I  die, am
declared incompetent,  make an  assignment  for  the  benefit  of  creditors, or
become insolvent (either because my liabilities  exceed my assets or I am unable
to pay my debts as they become due;  (6) I make any  written  statement  or
provide any financial  information that is untrue or inaccurate at the time it
was provided; (7) Any collateral securing this note is used in a manner or for a
purpose which threatens  confiscation by a legal authority;  (8) I change my
name or assume an additional name without first  notifying you before making
such a change;  (9) I fail to plant, cultivate and harvest crops in due season;
(10) any loan proceeds are used for a purpose  that will  contribute  to
excessive  erosion  of highly erodible  land or to the  conversion  of  wetlands
to produce  an  agricultural commodity,  as further  explained in 7 C.F.R.  Part
1940,  Subpart G, Exhibit M.

REMEDIES:  If I am in default on this note you have, but are not limited to, the
following remedies:

     (1) You may  demand  immediate  payment  of all I owe you  under  this note
         (principal, accrued unpaid interest and accrued unpaid charges).

     (2) You may set off this debt  against  any right I have to the  payment of
         money from you, subject to the terms of the "Set-Off" paragraph herein.

     (3) You may demand security, additional security, or additional parties to
         be obligated to pay this note as a condition for not using any other
         remedy.

     (4) You may refuse to make advances to me or allow purchases on credit by
         me.

     (5) You may use any remedy you have under state or federal law.

     By selecting  any one or more of these  remedies  you do not give up your
right to later use any other  remedy.  By waiving  your right to declare an
event to be a default, you do not waive your right to later consider the event
as a default if it continues or happens again.

COLLECTION COSTS AND ATTORNEY'S FEES: I agree to pay all costs of collection,
replevin or any other or similar type of cost if I am in default. In addition,
if you hire an attorney to collect this note, I also agree to pay any fee you
incur with such attorney plus court costs (except where prohibited  by law).  To
the extent  permitted by the United  States  Bankruptcy Code, I also agree to
pay the reasonable  attorney's fees and costs you incur to collect  this debt as
awarded  by any court  exercising  jurisdiction  under the Bankruptcy  Code.

WAIVER:  I give up my rights  to  require  you to do  certain things. I will not
require you to:

      (1)  demand payment of amounts due (presentment);

      (2)  obtain official certification of nonpayment (protest); or

      (3) give notice that amounts due have not been paid (notice of dishonor).

OBLIGATIONS INDEPENDENT:  I understand that I must pay this note even if someone
else has also agreed to pay it (by, for example, signing this form or a separate
guarantee or endorsement). You may sue me alone, or anyone else who is obligated
on this note, or any number of us together,  to collect this note. You may do so
without  any  notice  that it has not been paid  (notice of  dishonor).  You may
without notice release any party to this agreement  without  releasing any other
party. If you give up any of your rights,  with or without  notice,  it will not
affect my duty to pay this note.  Any  extension  of new credit to any of us, or
renewal  of this note by all or less than all of us will not  release me from my
duty to pay it. (Of  course,  you are  entitled  to only one payment in full.) I
agree that you may at your option  extend this note or the debt  represented  by
this note,  or any portion of the note or debt,  from time to time without limit
or notice and for any term without  affecting  my  liability  for payment of the
note. I will not assign my obligation  under this  agreement  without your prior
written approval.

CREDIT INFORMATION: I agree and authorize you to obtain credit information about
me from time to time (for  example,  by  requesting  a credit report) and to
report to others your credit experience with me (such as a credit reporting
agency). I agree to provide you, upon request, any financial statement or
information you may deem necessary.  I warrant that the financial  statements
and information I provide to you are or will be accurate,  correct and complete.

NOTICE:  Unless  otherwise  required by law,  any notice to me shall be given by
delivering  it or by mailing it by first class mail  addressed  to me at my last
known address. My current address is on page 1. I agree to inform you in writing
of any change in my  address.  I will give any notice to you by mailing it first
class  to your  address  stated  on page 1 of this  agreement,  or to any  other
address that you have designated.

CONFESSION OF JUDGMENT: If checked on page 1, I authorize  any  attorney to
appear in a court of record and confess  judgment, without  process,  against
me, in favor of you,  for any amounts owed under this note, together with
collection costs including reasonable attorney's fees.