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                                                                EXHIBIT 3





                          SECOND AMENDED AND RESTATED

                                    BY-LAWS

                                      OF


                      KIDDIE ACADEMY INTERNATIONAL, INC.
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                      KIDDIE ACADEMY INTERNATIONAL, INC.
                            A DELAWARE CORPORATION

                          SECOND AMENDED AND RESTATED
                                    BY-LAWS

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                                   ARTICLE I

                                 STOCKHOLDERS

     Section 1.1 Annual Meeting.

     An annual meeting of stockholders for the purpose of electing directors
and of transacting such other business as may come before it shall be held
each year at such date, time, and place, either within or without the State of
Delaware, as may be specified by the Board of Directors.

     Section 1.2 Special Meetings.

     Special meetings of stockholders for any purpose or purposes may be held
at any time upon call of the Chairman or Vice Chairman of the Board, if any,
or the Chief Executive Officer ("CEO"), President or any Vice President, at
such time and place either within or without the State of Delaware as may be
stated in the notice.  A special meeting of stockholders shall be called by
the Chairman of the Board, Vice Chairman of the Board, CEO, President, any
Vice President, or the Secretary upon the written request, stating time,
place, and the purpose or purposes of the meeting, of stockholders who
together own of record 10% of the outstanding stock of all classes entitled to
vote at such meeting.

     Section 1.3 Notice of Meetings.

     Written notice of stockholders meetings, stating the place, date, and
hour thereof, and, in the case of a special meeting, the purpose or purposes
for which the meeting is called, shall be given by the Chairman or Vice
Chairman of the Board, if any, the CEO, President, any Vice President, the
Secretary, or any Assistant Secretary, to each stockholder entitled to vote
thereat at least ten days but not more than sixty days before the date of the
meeting, unless a different period is prescribed by law.





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     Section 1.4 Quorum.

     Except as otherwise provided by law or in the Certificate of
Incorporation or these By-Laws, at any meeting of stockholders, the holders
of a majority of the outstanding shares of each class of stock entitled to
vote at the meeting shall be present or represented by proxy in order to
constitute a quorum for the transaction of any business.  In the absence of a
quorum, a majority in interest of the stockholders present or the chairman of
the meeting may adjourn the meeting from time to time in the manner provided
in Section 1.5 of these By-Laws until a quorum shall attend.

     Section 1.5 Adjournment.

     Any meeting of stockholders, annual or special, may adjourn from time to
time to reconvene at the same or some other place, and notice need not be
given of any such adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken.  At the adjourned
meeting, the Corporation may transact any business which might have been
transacted at the original meeting.  If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.

     Section 1.6 Organization.

     The Chairman of the Board, or in his or her absence the Vice Chairman, or
in their absence the President, or in their absence the CEO, or in their
absence any Vice President, shall call to order meetings of stockholders and
shall act as chairman of such meetings.  The Board of Directors or, if the
Board fails to act, the stockholders, may appoint any stockholder, director,
or officer of the Corporation to act as chairman of any meeting in the absence
of the Chairman of the Board, Vice Chairman of the Board, the CEO, the
President, and all Vice Presidents.

     The Secretary of the Corporation shall act as secretary of all meetings
of stockholders, but, in the absence of the Secretary, the chairman of the
meeting may appoint any other person to act as secretary of the meeting.

     Section 1.7 Voting.

     Except as otherwise provided by law or in the Certificate of
Incorporation or these By-Laws and except for the election of directors, at
any meeting duly called and held at which a quorum is present, a majority of
the votes cast at such meeting upon a given question by the





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holders of outstanding shares of stock of all classes of stock of the
Corporation entitled to vote thereon who are present in person or by proxy
shall decide such question.  At any meeting duly called and held for the
election of directors at which a quorum is present, directors shall be elected
by a plurality of the votes cast by the holders (acting as such) of shares of
stock of the Corporation entitled to elect such directors.

                                  ARTICLE II

                              BOARD OF DIRECTORS

     Section 2.1 Number and Term of Office.

     The business, property, and affairs of the Corporation shall be managed
by or under the direction of a Board of nine (9) directors; provided, however,
that the Board, by resolution adopted by a vote of a majority of the then
authorized directors, may, subject to the authority of the stockholders,
increase or decrease the number of directors.  The directors shall be elected
by the holders of shares entitled to vote thereon at the annual meeting of
stockholders, and each shall serve (subject to the provisions of Article IV)
until the next succeeding annual meeting of stockholders and until his or her
respective successor has been elected and qualified.

     Section 2.2 Chairman of the Board.

     The directors may elect one of their members to be Chairman of the Board
of Directors. The Chairman shall be subject to the control of, and may be
removed by, the Board of Directors. He or she shall perform such duties as may
from time to time be assigned to him or her by the Board.

     Section 2.3 Meetings.

     Regular meetings of the Board of Directors may be held without notice at
such time and place as shall from time to time be determined by the Board.

     Special meetings of the Board of Directors shall be held at such time and
place as shall be designated in the notice of the meeting whenever called by
the Chairman or Vice Chairman of the Board, if any, the CEO, the President, or
a majority of the directors then in office.





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     Section 2.4 Notice of Special Meetings.

     The Secretary, or in his or her absence any other officer of the
Corporation, shall give each director notice of the time and place of holding
of special meetings of the Board of Directors by mail at least ten days before
the meeting, or by facsimile transmission, telecopy, telegram, cable,
radiogram, or personal service at least one day before the meeting.  Unless
otherwise stated in the notice thereof, any and all business may be transacted
at any meeting without specification of such business in the notice.

     Section 2.5 Quorum and Organization of Meetings.

     A majority of the total number of members of the Board of Directors as
constituted from time to time shall constitute a quorum for the transaction of
business, but, if at any meeting of the Board of Directors (whether or not
adjourned from a previous meeting) there shall be less than a quorum present,
a majority of those present may adjourn the meeting to another time and place,
and the meeting may be held as adjourned without further notice or waiver
provided that a majority of the total number of members of the Board of
Directors are then present.  Except as otherwise provided by law or in the
Certificate of Incorporation or these By-laws, a majority of the directors
present at any meeting at which a quorum is present may decide any questions
brought before such meeting.  Any action to (i) elect, remove or terminate the
employment of the Chairman of the Board or any executive officer of the
Corporation, (ii) fill any vacancy on the Board resulting from the death or
resignation of a director, or (iii) amend this Section 2.5, shall require the
approval of the greater of four directors or a majority of the total number of
members of the Board of Directors (or, if there are less than four directors
then in office, all directors then in office).  Meetings shall be presided
over by the Chairman of the Board, if any, or in his or her absence by the
Vice Chairman of the Board, or in their absence the President, or in their
absence the CEO, or in their absence by such other person or as the directors
may select.  The Secretary of the Corporation shall act as secretary of the
meeting, but in his or her absence the chairman of the meeting may appoint any
person to act as secretary of the meeting.

     Section 2.6 Committee.

     The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, each committee to consist of
one or more of the directors of





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the Corporation.  The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.  Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business, property, and affairs of the
Corporation and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have power or
authority in reference to amending the Certificate of Incorporation of the
Corporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock
adopted by the Board of Directors pursuant to authority expressly granted to
the Board of Directors by the Corporation's Certificate of Incorporation, fix
any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the Corporation, or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the Corporation), adopting an agreement of merger or consolidation
under Section 251 or 252 of the General Corporation law of the State of
Delaware, recommending to the stockholders the sale, lease, or exchange of all
or substantially all of the Corporation's property and assets, recommending to
the stockholders a dissolution of the Corporation or a revocation of
dissolution, or amending these By-Laws; and, unless the resolution expressly
so provided, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt a certificate of
ownership and merger pursuant to Section 253 of the General Corporation law of
the State of Delaware.  Each committee which may be established by the Board
of Directors pursuant to these By-laws may fix its own rules and procedures.
Notice of meetings of committees, other than of regular meetings provided for
by the rules, shall be given to committee members.  All action taken by
committees shall be recorded in minutes of the meetings.





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     Section 2.7 Action Without Meeting.

     Nothing contained in these By-Laws shall be deemed to restrict the power
of members of the Board of Directors or any committee designated by the Board
of Directors to take any action required or permitted to be taken by them
without a meeting.

     Section 2.8 Telephone Meetings.

     Nothing contained in these By-Laws shall be deemed to restrict the power
of members of the Board of Directors or any committee designated by the Board
of Directors, to participate in a meeting of the Board of Directors, or
committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.

                                  ARTICLE III

                                   OFFICERS

     Section 3.1 Executive Officers.

     The executive officers of the Corporation shall be a CEO, President, one
or more Executive Vice Presidents, a Treasurer, and a Secretary, each of whom
shall be elected by the Board of Directors.  The Board of Directors may
further elect or appoint such other officers (including a Controller, Chief
Financial Officer, and one or more Vice Presidents, Assistant Vice Presidents,
Assistant Treasurers and Assistant Secretaries) as it may deem necessary or
desirable. Each officer shall hold office for such term as may be prescribed
by the Board of Directors from time to time.  Any person may hold at one time
two or more offices.

     Section 3.2 Powers and Duties.

     The Chairman of the Board, if any, or, in his or her absence, the Vice
Chairman of the Board, if any, or, in his or her absence, the President, or in
his or her absence the CEO, shall preside at all meetings of the stockholders
and of the Board of Directors.  The CEO shall be the chief executive officer
of the Corporation.  In the absence of the CEO, the President shall perform
all duties of the CEO.  In the absence of the President, a Vice President
appointed by the President or, if the President fails to make such
appointment, by the Board of Directors, shall perform all the duties of the
CEO.   The officers and agents of the Corporation shall each have





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such powers and authority and shall perform such duties in the management of
the business, property, and affairs of the Corporation as generally pertain to
their respective offices, as well as such powers and authorities and such
duties as from time to time may be prescribed by the Board of Directors.


                                  ARTICLE IV

                     RESIGNATIONS, REMOVALS, AND VACANCIES

     Section 4.1 Resignations.

     Any director or officer of the Corporation, or any member of any
committee, may resign at any time by giving written notice to the Board of
Directors, the CEO, the President, or the Secretary of the Corporation.  Any
such resignation shall take effect at the time specified therein or, if the
time be not specified therein, then upon receipt thereof.  The acceptance of
such resignation shall not be necessary to make it effective.

     Section 4.2 Removals.

     Subject to the provisions of Section 2.5 hereto, the Board of Directors,
by a vote of not less than a majority of the entire Board, at any meeting
thereof, or by written consent, at any time, may, to the extent permitted by
law, remove with or without cause form office any officer or member of any
committee and may, with or without cause, disband any committee.

     Any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of the shares entitled at the time
to vote at an election of directors.

     Section 4.3 Vacancies.

     Subject to the provisions of Section 2.5 hereof, any vacancy in the
office of any director or officer through death, resignation, removal,
disqualification, or other cause, and any additional directorship resulting
from increase in the number of directors, may be filled at any time by the
holders of shares entitled at the time to vote for election of director by
vote of not less than a majority of such shares, and, subject to the
provisions of this Article IV, the person so chosen shall hold office until
his or her successor shall have been elected and qualified.

                                   ARTICLE V





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                                 CAPITAL STOCK

     Section 5.1 Stock Certificates.

     The certificates representing shares of the capital stock of the
Corporation shall be in such form as shall be prescribed by law and approved,
from time to time, by the Board of Directors.

     Section 5.2 Transfer of Shares.

     Shares of the capital stock of the Corporation may be transferred on the
books of the Corporation only by the holder of such shares or by his or her
duly authorized attorney, upon the surrender to the Corporation or its
transfer agent of the certificate representing such stock properly endorsed.

     Section 5.3 Fixing Record Date.

     In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which,
unless otherwise provided by law, shall not be more than sixty nor less than
ten days before the date of such meeting, nor more than sixty days prior to
any other action.

     Section 5.4 Lost Certificates.

     The Board of Directors or any transfer agent of the Corporation may
direct a new certificate or certificates representing stock of the Corporation
to be issued in place of any certificate or certificates theretofore issued by
the Corporation, alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate to
be lost, stolen, or destroyed.  When authorizing such issue for a new
certificate or certificates, the Board of Directors (or any transfer agent of
the Corporation authorized to do so by a resolution of the Board of Directors)
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen, or destroyed certificate or
certificates, or his or her legal representative, to give the Corporation a
bond in such sum as the Board of Directors (or any transfer agent so
authorized) shall direct to indemnify the Corporation against any claim that
may





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be made against the Corporation with respect to the certificate alleged to
have been lost, stolen, or destroyed or the issuance of such new certificates,
and such requirement may be general or confined to specific instances.

     Section 5.5 Regulations.

     The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
registration, cancellation, and replacement of certificates representing stock
of the Corporation.


                                  ARTICLE VI

                                 MISCELLANEOUS

     Section 6.1 Corporate Seal.

     The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal" and
"Delaware."

     Section 6.2 Fiscal Year.

     The fiscal year of the Corporation shall be determined by resolution of
the Board of Directors.

     Section 6.3 Notices and Waivers Thereof.

     Whenever any notice whatever is required by law, the Certificate of
Incorporation, or these By-laws to be given to any stockholder, director, or
officer, such notice, except as otherwise provided by law, may be given
personally, or by mail, or, in the case of directors of officers, by facsimile
transmission, telecopy, telegram, cable, or radiogram, addressed to such
address as appears on the books of the Corporation.  Any notice given by
facsimile transmission, telecopy, telegram, cable, or radiogram shall be
deemed to have been given when it shall have been delivered for transmission
and any notice given by mail shall be deemed to have been given when it shall
have been deposited in the United States mail with postage thereon prepaid.

     Whenever any notice is required to be given by law, the Certificate of
Incorporation, or these By-Laws, a written waiver thereof, signed by the
person entitled to such notice, whether before or after the meeting or the
time stated therein, shall be deemed equivalent in all respects to such notice
to the full extent permitted by law.





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     Section 6.4 Stock of Other Corporations or Other Interests.

     Unless otherwise ordered by the Board of Directors, the Chairman of the
Board, Vice Chairman of the Board, CEO, the President, the Secretary, and such
attorneys or agents of the Corporation as may be, from time to time,
authorized by the Board of Directors or the CEO, shall have full power and
authority on behalf of this Corporation to attend and to act and vote in
person or by proxy at any meeting of the holders of securities of any
corporation or other entity in which this Corporation may own or hold shares
or other securities, and at such meetings shall possess and may exercise all
the rights and powers incident to the ownership of such shares or other
securities which this Corporation, as the owner or holder thereof, might have
possessed and exercised if present.  The Chairman of the Board, Vice Chairman
of the Board, the CEO, the President, the Secretary, or such attorneys or
agents, may also execute and deliver on behalf of this Corporation powers of
attorney, proxies, consents, waivers, and other instruments relating to the
shares or securities owned or held by this Corporation.

                                 ARTICLES VII

                                  AMENDMENTS

     The holders of shares entitled at the time to vote for the election of
directors shall have power to adopt, amend, or repeal the By-laws of the
Corporation by vote of not less than a majority of such shares, and, except as
otherwise provided by law, the Board of Directors shall have power equal in
all respects to that of the stockholders to adopt, amend, or repeal the By-Laws
by vote of not less than a majority of the entire Board.  However, any
By-law adopted by the Board may be amended or repealed by vote of the holders
of a majority of the shares entitled at the time to vote for the election of
directors.





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