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                                                                     EXHIBIT 10a

                       LEASE MODIFICATION AGREEMENT NO. 3


         This Lease Modification Agreement No. 3 ("Agreement") dated this 3rd
day of January, 2000 by and between Murray Income Properties I, Ltd., a Texas
limited partnership, as Landlord, and Childtime Childcare, Inc., an Illinois
corporation, as Tenant.

                                    RECITALS:

1.   Landlord and Tenant are parties to that certain lease dated April 11, 1983
     originally by and between S-T Properties #14, an Arizona partnership, as
     landlord, whose interest has been assigned to Landlord, and Palo Alto
     Educational Systems, Inc., an Arizona corporation, as tenant, which entity
     was acquired by and subsequently merged into Gerber Children's Centers,
     Inc., an Illinois corporation ("Gerber") through an Agreement of Merger
     dated February 23, 1988 and Gerber subsequently merged with KD Mergeco,
     Inc., a Delaware corporation through an Agreement and Plan of Merger dated
     July, 1990 wherein the surviving corporation was Gerber and Gerber
     thereafter amended its name to be Childtime Childcare, Inc., an Illinois
     corporation, the herein named Tenant, and Landlord and Tenant entered into
     Lease Modification Agreement No. 1 dated February 14, 1992 and Lease
     Modification Agreement No. 2 dated January 9, 1996, hereinafter
     collectively referred to as "Lease". Said Lease covers a demised premises
     located at 9659 North Hayden Road, Scottsdale, Arizona ("Demised Premises")
     as more particularly described in the Lease; and

2.   Landlord and Tenant are mutually desirous of modifying the Lease; and

3.   The Lease contains an expiration date of January 31, 2000.

         NOW, THEREFORE, FOR VALUE RECEIVED, it is hereby agreed as follows:

1.   The term of the Lease as described in Article 2 of the Lease is hereby
     extended for five (5) years which shall provide for a Lease expiration date
     of January 31, 2005.

2.   Pursuant to Article 3.A. of the Lease, the Base Minimum Rent for the period
     from February 1, 2000 through January 31, 2001 shall be SIX THOUSAND SEVEN
     HUNDRED FIFTY AND 00/100 ($6,750.00) Dollars per month.

3.   On February 1, 2001 and on February 1 of each year thereafter throughout
     the remainder of the term of the Lease, the Base Minimum Rent as provided
     for in Article 3.A. of the Lease as modified by Article 2 of this Agreement
     shall be subject to adjustment as follows: The basis for computing the
     adjustment is the CPI-All Urban Consumers for the United States (1982-84 =
     100), published by the United States Department of Labor, Bureau of Labor
     Statistics ("Index"). If the Index published for the month which is four
     months prior to the adjustment date ("Adjustment Index") has increased over
     the Index one (1) year prior to the date of the Adjustment Index
     ("Beginning Index"), the Base Minimum Rent for the year commencing on the
     adjustment date shall be set by multiplying the Base Minimum Rent payable
     in the month prior to the adjustment date by the product obtained by
     multiplying twenty (20) times a fraction, the numerator of which is the
     Adjustment Index and the denominator of which is the Beginning Index. For
     the purpose of determining the change in the Index during any year, the
     change in the Index for any given month during the year shall never be
     deemed to be less than zero. As an example, should the Index of a
     particular month decrease from the Index of the prior month during each of
     seven (7) months of a year and should the Index increase during each of
     five (5) months of the same year, only the aggregate total of the months
     during which the Index increased shall be used in determining the increase
     in the Index for that year. In no event, shall the adjusted Base Minimum
     Rent be less than the Base Minimum Rent in effect immediately preceding any
     adjustment or shall it be more than Two Hundred Fifty and 00/100 ($250.00)
     Dollars more than the Base Minimum Rent in effect immediately preceding any
     adjustment. If the Index is discontinued or revised during the term of this
     Lease, Landlord shall adopt a substitute index or procedure that reasonably
     reflects increases in consumer prices.



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4.   Landlord shall have the right to terminate the Lease providing Landlord has
     notified Tenant in writing of Landlord's intent to terminate at least six
     (6) months prior to the date which Landlord intends to terminate the Lease.
     Landlord shall not have the right to terminate the Lease unless (a)
     Landlord shall have a fully executed lease with a tenant ("Replacement
     Tenant") for all or a portion of the space located at 9689 North Hayden
     Road, Scottsdale, Arizona ("Anchor Tenant Space") and (b) in the sole
     discretion of Landlord or of the Replacement Tenant, the Replacement Tenant
     requires all or a portion of the area which now comprises the Demised
     Premises to create an economically or physically feasible facility.

     Landlord's right to terminate the Lease as provided for in this Article 4
     shall become null and void in the event that Landlord and the Replacement
     Tenant execute a lease for either all of the Anchor Tenant Space or for the
     southern portion of the Anchor Tenant Space and the Replacement Tenant does
     not require any portion of the area which now comprises the Demised
     Premises.

5.   Landlord and Tenant acknowledge that ZELL Commercial Real Estate Services,
     Inc. ("ZELL") has been the only real estate broker involved in this
     Agreement and Landlord and Tenant have no objection that ZELL has acted as
     the agent for Landlord.

6.   Landlord and Tenant agree that as of the date of this Agreement, Landlord
     and Tenant have fully performed all of their obligations under the Lease,
     and that the Landlord and Tenant possess no defenses or right of deduction
     or setoff to the enforcement of the terms, covenants or conditions of the
     Lease.

7.   Except as modified by this Agreement, the Lease shall remain unchanged and
     in full force and effect.

8.   Should there be any conflicts between the term and conditions of this
     Agreement and the Lease, this Agreement shall prevail.

         IN WITNESS WHEREOF, the parties hereto have set their hands as of the
day and year first above written.

WITNESS:                           Childtime Childcare, Inc., an Illinois
                                   corporation (Tenant)



/s/ Myra B. Hall              By: /s/ Harold A. Lewis
---------------------             --------------------------------------

                              Its: President and Chief Executive Officer
                                   -------------------------------------

WITNESS:                           Murray Income Properties I, Ltd., a Texas
                                   limited partnership (Landlord)

                                   By: Murray Realty Investors VIII, Inc., a
                                   Texas corporation, its general partner


                              By: /s/ Brent Buck
---------------------             --------------------------------------


                              Its: Executive Vice President
                                   -------------------------------------



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