AMENDMENT
                                     TO THE
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                               LIFELONG.COM, INC.

Pursuant  to the  provisions  of  Section  7-110-103  of the  Colorado  Business
Corporation  Act,  the  undersigned  corporation  hereby  adopts  the  following
amendment  to the Third  Amended and  Restated  Articles of  Incorporation.  The
Amendment  was adopted by the board of  directors on April __, 2001 and does not
contain any amendment requiring shareholder approval.

The following shall be an addition to Article VI :

      1.  Designation  and  Number.  The  Company  entered  into an  Acquisition
Agreement,  a Voting and  Exchange  Agreement  and Trust  Agreement  dated as of
January 12, 2001 to purchase IC Education,  Inc. In order to facilitate  certain
voting  rights  in the  Company  given  to a  Trustee  to act on  behalf  of the
shareholders  of IC Education,  Inc.  pursuant to the Trust  Agreement,  one (1)
share of  Preferred  Stock of the Company  shall be  designated  as the Series B
Preferred Share (the "Series B Preferred  Share".) Except as stated herein,  all
other powers, designations, preferences and relative participating, optional and
other special rights,  and the  qualifications,  limitations and restrictions of
the  Series B  Preferred  Share  shall be as  otherwise  provided  in the  Trust
Agreement.

      2.  Dividends and  Distributions.  Except as required by  applicable  law,
neither the holder nor the owner, if different,  of the Series B Preferred Share
shall be entitled to receive any  dividends  or  distributions  of the  Company,
whether payable in cash, property or in shares of capital stock.

      3.  Redemption.  The Series B  Preferred  Share  shall not be  redeemable,
except that at such time as no Exchangeable  Shares (other than the Exchangeable
Shares owned by the Company and its Affiliates) shall be outstanding, the Series
B Preferred Shares shall automatically be redeemed and canceled.

      4.    Liquidation.  In the  event  of any  liquidation,  dissolution  or
winding up of the  Company,  the holder of the Series B Preferred  Share shall
not  be  entitled  to  receive  any  assets  of  the  Company   available  for
distribution to its shareholders.

      5.   Conversion.   The   Series  B   Preferred   Share   shall  have  no
conversion privilege into any other share of stock of the Company.

      6.    Voting  Rights.  The  Series  B  Preferred  Share  shall  have the
following voting rights:

      (A) The holder of the Series B Preferred  Share shall vote  together  with
the common  stock of the  Company as a single  class and the Series B  Preferred
Share shall have the identical  voting  rights to those of the Company's  common
stock; and

              (B) The holder of the Series B  Preferred  Share shall be entitled
to a number of votes equal to the number of exchangeable shares of IC Education,
Inc. as described in the Trust Agreement (the "Exchangeable Shares") outstanding
on the record date of the Company's common stock; and

             (C) Except as set forth  herein,  or as otherwise  provided by law,
the registered  holders from time to time of the Exchangeable  Shares shall have
no special voting rights other than through the Series B Preferred Share; and

           (D) The voting rights  attached to the Series B Preferred Share shall
be exercised by the Trustee and shall  terminate  pursuant to and in  accordance
with the Trust Agreement.


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        7.  Changes  In Terms of  Preferred  Stock.  The  terms of the  Series B
Preferred Share may not be amended, altered or repealed, and no class of capital
stock or securities convertible into capital stock shall be authorized which has
superior  rights to the Series B Preferred Share as to voting rights without the
consent of the holder of the Series B Preferred Share.

       8. No  Implied  Limitations.  Except as  otherwise  provided  by  express
provisions of these Articles of  Incorporation,  nothing herein shall limit,  by
inference or  otherwise,  the  discretionary  right of the Board of Directors to
classify and  reclassify  and issue any shares of Preferred  Stock and to fix or
alter  all  terms  thereof  to the  full  extent  provided  in the  Articles  of
Incorporation of the Corporation.

       9. Issuance of Additional Shares. During the term of the Trust Agreement,
the  Company  will not issue  any  additional  shares of the same  series as the
Series B Preferred Share without the consent of the holders from time to time of
the Exchangeable Shares.

       10.  Notices.  All  notices  required  or  permitted  to be  given by the
Corporation  with  respect to the Series B Preferred  Share shall be in writing,
and if delivered by first class United  States  mail,  postage  prepaid,  to the
holder of the Series B Preferred Share Stock at his/her last address as it shall
appear upon the books of the Corporation, shall be conclusively presumed to have
been duly given, whether or not the holder actually receives such notice.

          11.  General  Provisions.  In  addition to the above  provisions  with
respect to the Preferred  Stock,  such Preferred  Stock shall be subject to, and
entitled  to the  benefits  of the  provisions  set  forth in the  Corporation*s
Articles of Incorporation with respect to Preferred Stock generally.



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<PAGE>



       Signed on this ___ day of ______________, 2001.

                        LIFELONG.COM, INC.


                        Signature:__________________________________

                        Title:______________________________________