Exhibit 10(k)


                         COLLATERAL ASSIGNMENT OF LEASE


         FOR VALUE RECEIVED, THE UNDERSIGNED Assignor assigns, transfers and
sets over to the Assignee, KIDDIE ACADEMY FRANCHISING SYSTEMS, 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
                     .

         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


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purpose of effecting the extension or renewal.





Dated:                                        ASSIGNOR:                 (SEAL)
      -------------------                              -----------------

                                              By:
                                                  ----------------------

                                              Its:
                                                  ----------------------




SIGNED AND SEALED this
day of                  , 19   .




-----------------------------
Notary Public