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                                                                    CONFIDENTIAL
                           AMENDED AND RESTATED BYLAWS
                                       of
                                 PICTORIAL, INC.

                                    ARTICLE I

                      Records Pertaining to Share Ownership

      Section 1.1. Recognition of Shareholders. Pictorial, Inc. (the
"Corporation") is entitled to recognize a person registered on its books as the
owner of shares of the Corporation as having the exclusive right to receive
dividends and to vote those shares, notwithstanding any other person's equitable
or other claim to, or interest in, those shares.

      Section 1.2. Transfer of Shares. Shares are transferable only on the books
of the Corporation, subject to any transfer restrictions imposed by the Articles
of Incorporation, these Bylaws, or an agreement among shareholders and the
Corporation. Shares may be so transferred upon presentation of the certificate
representing the shares, endorsed by the appropriate person or persons, and
accompanied by (a) reasonable assurance that those endorsements are genuine and
effective, and (b) a request to register the transfer. Transfers of shares are
otherwise subject to any applicable provisions of the Indiana Business
Corporation Law (the "Act") and Article 8 of the Indiana Uniform Commercial
Code.

      Section 1.3. Certificates. Each shareholder is entitled to a certificate
signed (manually or in facsimile) by the President or a Vice President and the
Secretary or an Assistant Secretary, setting forth (a) the name of the person to
whom issued, (b) the number of shares of stock in the Corporation owned by the
Shareholder, (c) that such shares have no par value, and (d) that such shares
have been fully paid and are not liable to any further call or assessment. The
Board of Directors shall prescribe the form of the certificate.

      Section 1.4. Lost or Destroyed Certificates. A new certificate may be
issued to replace a lost or destroyed certificate. Unless waived by the Board of
Directors, the shareholder in whose name the certificate was issued shall make
an affidavit or affirmation of the fact that his certificate is lost or
destroyed, shall advertise the loss or destruction in such manner as the Board
of Directors may require, and shall give the Corporation a bond of indemnity in
the amount and form which the Board of Directors may prescribe.


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                                                                    CONFIDENTIAL

                                    ARTICLE II

                          Meetings of the Shareholders

      Section 2.1. Annual Meetings. Annual meetings of the shareholders shall be
held on the first Tuesday in September of each year, or on such other date as
may be designated by the Board of Directors.

      Section 2.2. Special Meetings. Special meetings of the shareholders may be
called by the President or by the Board of Directors. Special meetings of the
shareholders shall be called upon delivery to the Secretary of the Corporation
of one or more written demands for a special meeting of the shareholders
describing the purposes of that meeting and signed and dated by the holders of
at least 25% of all the votes entitled to be cast on any issue proposed to be
considered at that meeting.

      Section 2.3. Notice of Meetings. The Corporation shall deliver or mail
written notice stating the date, time, and place of any shareholders' meeting
and, in the case of a special shareholders' meeting or when otherwise required
by law, a description of the purposes for which the meeting is called, to each
shareholder of record entitled to vote at the meeting, at such address as
appears in the records of the Corporation and at least ten (10), but no more
than sixty (60) days before the date of the meeting. A shareholders' meeting
shall be held at such place, either in or out of the State of Indiana, as may be
specified by the Board of Directors in the respective notice for such meeting.

      Section 2.4. Waiver of Notice. A shareholder may waive notice of any
meeting, before or after the date and time of the meeting as stated in the
notice, by delivering a signed waiver to the Corporation for inclusion in the
minutes. A shareholder's attendance at any meeting, in person or by proxy (a)
waives objection to lack of notice or defective notice of the meeting, unless
the shareholder at the beginning of the meeting objects to holding the meeting
or transacting business at the meeting, and (b) waives objection to
consideration of a particular matter at the meeting that is not within the
purposes described in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.

      Section 2.5. Record Date. The Board of Directors may fix a record date,
which may be a future date, for the purpose of determining the shareholders
entitled to notice of a shareholders meeting, to demand a special meeting, to
vote, or to take any other action. A record date may not exceed fifty (50) days
before the meeting or action requiring a determination of shareholders. If the
Board of Directors does not fix a record date, the record date shall be the 30th
day prior to the date of the meeting or other action.


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                                                                    CONFIDENTIAL

      Section 2.6. Voting at Meetings.

      (a) Voting Rights. Except as may be otherwise provided in the Articles of
Incorporation, every shareholder of the Corporation shall at all meetings of the
Shareholders have the right to one (1) vote for each share standing in the
shareholder's name on the books of the Corporation. Such vote may be exercised
in person or by proxy. At any meeting of the shareholders, an affirmative vote
of a majority of all of the shares issued and outstanding shall be necessary to
adopt or approve any action of the shareholders unless otherwise provided in the
Articles of Incorporation, these Bylaws, or by law.

      (b) Voting by Proxy. A shareholder may appoint a proxy to vote or
otherwise act for the shareholder pursuant to a written appointment form
executed by the shareholder or the shareholder's duly authorized
attorney-in-fact. An appointment of a proxy is effective when received by the
Secretary or other officer or agent of the Corporation authorized to tabulate
votes. The general proxy of a fiduciary is given the same effect as the general
proxy of any other shareholder. A proxy appointment is valid for 11 months
unless otherwise expressly stated in the appointment form.

      (c) Voting Lists. After a record date for a shareholders' meeting has been
fixed, the Secretary shall prepare an alphabetical list of all shareholders
entitled to notice of the meeting, showing the address and number of shares held
by each shareholder. The list shall be kept on file at the principal office of
the Corporation or at a place identified in the meeting notice in the city where
the meeting will be held. The list shall be available for inspection and copying
by any shareholder entitled to vote at the meeting, or by the shareholder's
agent or attorney authorized in writing, at any time during regular business
hours, beginning five (5) business days before the date of the meeting through
the meeting. The list shall also be made available to any shareholder, or to the
shareholder's agent or attorney authorized in writing, at the meeting and any
adjournment thereof. Failure to prepare or make available a voting list with
respect to any shareholder's meeting shall not affect the validity of any action
taken at such meeting.

      (d) Quorum; Approval. At any meeting of shareholders, a majority of the
votes entitled to be cast on a matter at the meeting, represented in person or
by proxy, constitutes a quorum. If a quorum is present when a vote is taken,
action on a matter is approved if the votes cast in favor of the action exceed
the votes cast in opposition to the action, unless a greater number is required
by law, the Articles of Incorporation, or these Bylaws.

      (e) Action by Consent. Any action required or permitted to be taken at a
shareholders' meeting may be taken without a meeting if the action is taken by
all the shareholders entitled to vote on the action. The action must be
evidenced by one or more written consents describing the action taken, signed by
all the shareholders entitled to vote on the action, and delivered to the
Corporation for inclusion in the minutes. If not otherwise determined pursuant
to Section 5 of this Article II, the record date for determining shareholders
entitled to take action without a meeting is the date the first shareholder
signs the consent to such action.


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                                                                    CONFIDENTIAL

      Section 2.7. Presence. Any or all shareholders may participate in any
annual or special shareholders' meeting by, or through the use of, any means of
communication by which all shareholders participating may simultaneously hear
each other during the meeting. A shareholder so participating is deemed to be
present in person at the meeting.

      Section 2.8. Place of Meetings. Meetings of the shareholders of the
Corporation shall be held at such place, either in or out of the State of
Indiana, as may be specified by the Board of Directors.

                                   ARTICLE III

                               Board of Directors

      Section 3.1. Powers and Duties. All corporate powers are exercised by or
under the authority of, and the business and affairs of the Corporation are
managed under the direction of, the Board of Directors, unless otherwise
provided in the Articles of Incorporation.

      Section 3.2. Number and Terms of Office: Qualifications. The Board of
Directors shall be composed of three (3) members. The Board of Directors may
establish a variable range for the size of the Board of Directors, which shall
not be less than three (3) members nor more than five (5) members, and
thereafter, the number of directors may be fixed or changed from time to time by
the Board of Directors within the variable range. In the absence of a bylaw
fixing a variable range for the Board of Directors, the number shall be three
(3). Directors are elected at each annual shareholders' meeting and serve for a
term expiring at the following annual shareholders' meeting. A director who has
been removed pursuant to Section 3 of this Article III ceases to serve
immediately upon removal; otherwise, a director whose term has expired continues
to serve until a successor is elected and qualified or until there is a decrease
in the number of directors. A person need not be a shareholder or an Indiana
resident to qualify to be a director.

      Section 3.3. Removal. Any director may be removed with or without cause by
action of the shareholders taken at any meeting the notice of which states that
one of the purposes of the meeting is removal of the director.

      Section 3.4. Vacancies. If a vacancy occurs on the Board of Directors,
including a vacancy resulting from an increase in the number of directors, the
Board of Directors may fill the vacancy. If the directors remaining in office
constitute fewer than a quorum of the Board, the directors remaining in office
may fill the vacancy by the affirmative vote of a majority of those directors.
Any director elected to fill a vacancy holds office until the next annual
meeting of the shareholders and until a successor is elected and qualified.

      Section 3.5. Annual Meetings. Unless otherwise agreed by the Board of
Directors, the annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the shareholders, at the place where
the meeting of shareholders was held, for the purpose of


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                                                                    CONFIDENTIAL

organization, election of officers and consideration of any other business which
may be brought before the meeting. Notice is not necessary for any annual
meeting.

      Section 3.6. Regular and Special Meetings. Regular meetings of the Board
of Directors may be held pursuant to a resolution of the Board of Directors
establishing a method for determining the date, time, and place of those
meetings. Notice is not necessary for any regular meeting. Special meetings of
the Board of Directors may be held upon the call of the Chairman of the Board,
President, Vice-President, or any two (2) members of the Board of Directors of
the Corporation. The person or persons calling such meeting shall, or cause the
Secretary of the Corporation to, give twenty-four (24) hours' written or oral
notice specifying the date, time, and place of the meeting. Notice of a special
meeting may be waived in writing before or after the time of the meeting.
Attendance at or participation in a meeting waives any required notice of the
meeting, unless at the beginning of the meeting (or promptly upon the director's
arrival) the director objects to holding the meeting or transacting business at
the meeting and does not thereafter vote for or assent to action taken at the
meeting. A waiver must be signed by the director entitled to the notice and
filed with the minutes of the meeting.

      Section 3.7. Quorum. A quorum for the transaction of business at any
meeting of the Board of Directors consists of a majority of the number of
directors specified in Section 2 of this Article III. If a quorum is present
when a vote is taken, action on a matter is approved if the action receives the
affirmative vote of a majority of the directors present.

      Section 3.8. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
the action is taken by all directors then in office. The action must be
evidenced by one or more written consents describing the action taken, signed by
each director, and included in the minutes. Action of the Board of Directors
taken by consent is effective when the last director signs the consent, unless
the consent specifies a prior or subsequent effective date.

      Section 3.9. Committees. The Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve on them. Each
committee may have one or more members, who serve at the pleasure of the Board
of Directors. The creation of a committee and appointment of members to it must
be approved by the greater of (i) a majority of all the directors in office when
the action is taken, or (ii) the number of directors required under Section 7 of
this Article III to take action. All rules applicable to action by the Board of
Directors apply to committees and their members. The Board of Directors may
specify the authority that a committee may exercise; however, a committee may
not (a) authorize distributions, except a committee may authorize or approve a
reacquisition of shares if done according to a formula or method prescribed by
the Board of Directors, (b) approve or propose to shareholders action that must
be approved by shareholders, (c) fill vacancies on the Board of Directors or on
any of its committees, (d) amend the Articles of Incorporation, (e) adopt,
amend, or repeal these Bylaws, (f) approve a plan of merger not requiring
shareholder approval, or (g) authorize or approve the issuance or sale or a
contract for the sale of shares, or determine the designation and relative
rights, preferences, and limitations of a class or


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                                                                    CONFIDENTIAL

series of shares, except the Board of Directors may authorize a committee to so
act within limits prescribed by the Board of Directors.

      Section 3.10. Presence. The Board of Directors may permit any or all
directors to participate in any annual, regular, or special meeting by any means
of communication by which all directors participating may simultaneously hear
each other during the meeting. A director so participating is deemed to be
present in person at the meeting. A quorum for any meeting so held shall be
computed on the basis of all persons in voice contact with each other. Any
meeting so held shall be a formal meeting of the Board of Directors for all
purposes, and any business may be transacted at such meeting that could be
transacted if the directors were assembled in the presence of each other.

      Section 3.11. Compensation. Each director shall receive such compensation
for service as a director as may be fixed by the Board of Directors. Until such
time as the Board of Directors shall choose to act on this matter, members of
the Board of Directors shall receive no compensation for acting in such
capacity.

                                   ARTICLE IV

                                    Officers

      Section 4.1. Officers. At its annual meeting, the Board of Directors shall
elect a President, Vice President, Secretary, and Treasurer, and may at its
option elect one or more such assistants and other officers as it may decide
upon. The same individual may simultaneously hold more than one office.

      Section 4.2. Terms of Office. Officers are elected at each annual meeting
of the Board of Directors and serve for a term expiring at the following annual
meeting of the Board of Directors. An officer who has been removed pursuant to
Section 4 of this Article IV ceases to serve as an officer immediately upon
removal; otherwise, an officer whose term has expired continues to serve until a
successor is elected and qualified.

      Section 4.3. Vacancies. If a vacancy occurs among the officers, the Board
of Directors may fill the vacancy. Any officer elected to fill a vacancy holds
office until the next annual meeting of the Board of Directors and until a
successor is elected and qualified.

      Section 4.4. Removal. Any officer may be removed at any time by majority
vote of the entire Board of Directors.

      Section 4.5. Compensation. Each officer shall receive such compensation
for service in office as may be fixed by the Board of Directors.


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      Section 4.6. The Chairman of the Board. If the Board of Directors so
chooses, it may elect a Chairman of the Board, who shall be chosen from among
the Directors, and who if present, presides at all of the meetings of the Board
of Directors, and shall, in general, perform all duties incident to the office
of Chairman of the Board and such other duties as, from time to time, may be
assigned to him by the Board of Directors.

      Section 4.7. President. The President shall be the Chief Executive and
Operating Officer of the Corporation and is responsible for managing and
supervising the affairs and personnel of the Corporation, subject to the general
control of the Board of Directors. The President presides at all meetings of
shareholders and directors. The President has such other powers and duties as
the Board of Directors may from time to time prescribe.

      Section 4.8. The Executive Vice-President. The Executive Vice-President,
if elected, shall perform all duties incumbent upon the President during the
absence or disability of the President, and perform such other duties as this
Code of Bylaws may require, or the Board of Directors may prescribe.

      Section 4.9. Vice President. The Vice President shall perform all the
duties incumbent upon, the President during the President's absence or
disability. The Vice President has such other powers and duties as the Board of
Directors may from time to time prescribe. If the Board of Directors shall elect
more than one (1) Vice President, their right to act during the absence or
disability of the President shall be in the order designated by the Board of
Directors.

      Section 4.10. The Secretary is responsible for (a) attending all meetings
of the shareholders and the Board of Directors, (b) preparing true and complete
minutes of the proceedings of all meetings of the shareholders, the Board of
Directors, and all committees of the Board of Directors, (c) maintaining and
safeguarding the books (except books of account) and records of the Corporation,
and (d) authenticating the records of the Corporation. If required, the
Secretary attests the execution of deeds, leases, agreements, powers of
attorney, certificates representing shares of the Corporation, and other
official documents by the Corporation. The Secretary serves all notices of the
Corporation required by law, the Board of Directors, or these Bylaws. The
Secretary has such other duties as the Board of Directors may from time to time
prescribe.

      Section 4.11. Treasurer. The Treasurer is responsible for (a) keeping
correct and complete books of account which show accurately at all times the
financial condition of the Corporation, (b) safeguarding all funds, notes,
securities, and other valuables which may from time to time come into the
possession of the Corporation, and (c) depositing all funds of the Corporation
with such depositories as the Board of Directors shall designate. The Treasurer
shall furnish at meetings of the Board of Directors, or when otherwise
requested, a statement of the financial condition of the Corporation. The
Treasurer has such other duties as the Board of Directors may from time to time
prescribe.


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      Section 4.12. Assistant Officers. The Board of Directors or the President
may from time to time designate and elect assistant officers who shall have such
powers and duties as the officers whom they are elected to assist specify and
delegate to them, and such other powers and duties as the Board of Directors or
the President may from time to time prescribe. An Assistant Secretary may,
during the absence or disability of the Secretary, discharge all
responsibilities imposed upon the Secretary of the Corporation, including,
without limitation, attest the execution of all documents by the Corporation.

                                    ARTICLE V

                                  Miscellaneous

      Section 5.1. Records. The Corporation shall keep as permanent records
minutes of all meetings of the shareholders, the Board of Directors, and all
committees of the Board of Directors, and a record of all actions taken without
a meeting by the shareholders, the Board of Directors, and all committees of the
Board of Directors. The Corporation or its agent shall maintain a record of the
shareholders in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order showing the number of
shares held by each. The Corporation shall maintain its records in written form
or in a form capable of conversion into written form within a reasonable time.
The Corporation shall keep a copy of the following records at its principal
office: (a) the Articles of Incorporation then currently in effect, (b) the
Bylaws then currently in effect, (c) all resolutions adopted by the Board of
Directors with respect to one or more classes or series of shares and fixing
their relative rights, preferences, and limitations, if shares issued pursuant
to those resolutions are outstanding, (d) minutes of all shareholders' meetings,
and records of all actions taken by shareholders without a meeting, for the past
3 years, (e) all written communications to shareholders generally during the
past 3 years, including annual financial statements furnished upon request of
the shareholders, (f) a list of the names and business addresses of the current
directors and officers, and (g) the most recent annual report filed with the
Indiana Secretary of State.

      Section 5.2. Execution of Contracts and Other Documents. Unless otherwise
authorized or directed by the Board of Directors, all written contracts and
other documents entered into by the Corporation and all checks, drafts, and
bills of exchange, and orders for payment of money in the ordinary course of
business of the Corporation, shall be executed on behalf of the Corporation by
the President or Vice President, and, if required, attested by the Secretary or
an Assistant Secretary.

      Section 5.3. Accounting Year. The accounting year of the Corporation shall
begin on January 1st of each year and shall end on December 31st immediately
following.

      Section 5.4. Corporate Seal. The Corporation has no seal.


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                                                                    CONFIDENTIAL

                                   ARTICLE VI

                                    Amendment

      These Bylaws may be amended or repealed only by the Board of Directors.
The affirmative vote of a majority of all the directors is necessary to amend or
repeal these Bylaws.


                                    The foregoing Code of Bylaws of the
                                    Corporation were duly adopted by the Board
                                    of Directors of the Corporation on 10th Day
                                    of November, 1997.



                                    /s/ Alexander C. Lange, Secretary
                                    --------------------------------
                                    Alexander C. Lange, Secretary


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