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                                                                     EXHIBIT 4.2

                           AMENDED AND RESTATED BYLAWS
                                       OF
                               LEARNINGSTAR CORP.

                                   ARTICLE I.

                                     OFFICES

        1. Registered Office. The registered office of LearningStar Corp. (the
"Corporation") in the State of Delaware shall be located at Corporation Service
Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of
New Castle, State of Delaware.

        2. Other Offices. The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
of the Corporation (the "Board of Directors") may from time to time designate or
the business of the Corporation may require.

        3. Books and Records. The books and records of the Corporation may be
kept outside the State of Delaware at such place or places as may from time to
time be designated by the Board of Directors.

                                   ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

        1. Annual Meetings. The annual meeting of stockholders shall be held on
such date and at such time as may be fixed by resolution of the Board of
Directors.

        2. Special Meetings. Unless otherwise prescribed by law or by the
Restated Certificate of Incorporation of the Corporation (as may be amended from
time to time, the "Certificate of Incorporation"), special meetings of
stockholders, for any purpose or purposes, may only be called by the Chairman of
the Board or by the Board of Directors pursuant to a resolution adopted by a
majority of the entire Board of Directors.

        3. Place of Meetings. Meetings of the stockholders for the election of
directors or for any other purpose shall be held at such time and place, either
within or without the State of Delaware as shall be designated by the Board of
Directors or the Chairman of the Board. If no such designation is made, the
place of meeting shall be the principal office of the Corporation.
Notwithstanding the foregoing, the board of directors may determine that the
meeting shall not be held at any place, but instead may be held solely by means
of remote communication in accordance with applicable law.

        4. Notice of Meeting. Notice of an annual or special meeting stating the
place, if any, date and hour of the meeting, the means of remote communications,
if any, by which the stockholders and proxy holders may be deemed to be present
in person and vote at such meeting,



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and in the case of a special meeting, the purpose or purposes for which the
meeting is being called, shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with postage thereon prepaid, addressed to
the stockholder at his address as it appears on the stock books of the
Corporation. Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Any previously scheduled meeting of the
stockholders may be postponed, and (unless the Certificate of Incorporation
otherwise provides) any special meeting of the stockholders may be canceled, by
resolution of the Board of Directors upon public notice given prior to the date
previously scheduled for such meeting of stockholders.

        5. List of Stockholders Entitled to Vote. The officer of the Corporation
who has charge of the stock ledger of the Corporation shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, as required by
applicable law. The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present.

        6. Quorum and Adjournment. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote generally in the election of
directors (the "Voting Stock"), present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business, except that when specified business is to be voted on by a class or
series of stock voting as a class, the holders of a majority of the shares of
such class or series shall constitute a quorum of such class or series for the
transaction of such business. Shares of its own capital stock belonging to the
Corporation or to a subsidiary of the Corporation, if a majority of the shares
entitled to vote in the election of directors of such subsidiary is held,
directly or indirectly, by the Corporation, shall neither be entitled to vote
nor be counted for quorum purposes; provided, however, that the foregoing shall
not limit the right of the Corporation or any subsidiary of the Corporation to
vote stock, including but not limited to its own stock, held by it in a
fiduciary capacity. The Chairman of the meeting may adjourn the meeting from
time to time if a quorum shall not be present or represented by proxy at any
meeting of the stockholders. The meeting may be adjourned without notice other
than announcement at the meeting, until a quorum shall be present or represented
by proxy. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. If the adjournment is for more than thirty
(30) 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 entitled to vote at the meeting.

        7. Proxies. At all meetings of stockholders, a stockholder entitled to
vote may vote by proxy (or in such manner permitted by the General Corporation
Law of the State of Delaware (the "DGCL") by the stockholder, or by his duly
authorized attorney in fact. A proxy



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shall be irrevocable if it states that it is irrevocable and if, and only so
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by filing an instrument in
writing revoking the proxy or by delivering a proxy in accordance with
applicable law bearing a later date to the Secretary of the Corporation.

        8. Notice of Stockholder Business and Nominations.

                (A) Annual Meetings of Stockholders.

                (1) Nominations of persons for election to the Board of
Directors of the Corporation and the proposal of business to be considered by
the stockholders may be made at an annual meeting of stockholders (a) pursuant
to the Corporation's notice of meeting (or any supplement thereto), (b) by or at
the direction of a majority of the Board of Directors or (c) by any stockholder
of the Corporation who was a stockholder of record at the time the notice
provided for in this Bylaw is delivered to the Secretary of the Corporation, who
is entitled to vote at the meeting and who complies with the notice procedures
set forth in this Bylaw.

                (2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A)(1) of this Bylaw, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business must
otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
70th day nor earlier than the close of business on the 90th day prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the close of
business on the 90th day prior to such annual meeting nor later than the close
of business on the later of the 70th day prior to such annual meeting or the
10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public
announcement of an adjournment or postponement of an annual meeting commence a
new time period (or extend any time period) for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or
re-election as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors
in an election contest, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including, but not limited to, information required to be
disclosed by Items 4(b) and 6 of Schedule 14A under the Exchange Act and
information which would be required to be filed on Schedule 14C under the
Exchange Act, and Rule 14a-11 thereunder (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the stockholder proposes
to bring before the meeting, a brief description of the business desired to be
brought before the meeting, the text of the proposal or business (including the
text of any resolutions proposed for consideration and in the event that such
business includes a proposal to amend the



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Bylaws of the Corporation, the language of the proposed amendment), the reasons
for conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; and (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address, as they appear on the Corporation's books, of such
stockholder and any other stockholders known by such stockholder to be
supporting such nominees or proposal, and of any such beneficial owner, (ii) the
class and number of shares of the Corporation which are owned beneficially and
of record by such stockholder and, to the extent known, by any other
stockholders known by such stockholder to be supporting such nominees or
proposal and such beneficial owner, (iii) a representation that the stockholder
is a holder of record of stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to propose
such business or nomination, and (iv) a representation whether the stockholder
or the beneficial owner, if any, intends or is a part of a group which intends
to (a) deliver a proxy statement and a form of proxy to holders of at least the
percentage of the Corporation's outstanding common stock required to approve or
adopt the proposal or elect the nominee and/or (b) otherwise solicit proxies
from stockholders in support of such proposal or nomination. The foregoing
notice requirements shall be deemed satisfied by a stockholder if the
stockholder has notified the Corporation of his or her intention to present a
proposal at an annual meeting in compliance with Rule 14a-8 (or any successor
thereof) promulgated under the Exchange Act and such stockholder's proposal has
been included in a proxy statement that has been prepared by the Corporation to
solicit proxies for such annual meeting. The Corporation may require any
proposed nominee to furnish such other information as it may reasonably require
to determine the eligibility of such proposed nominee to serve as a director of
the Corporation.

                (3) Notwithstanding anything in the second sentence of paragraph
(A)(2) of this Bylaw to the contrary, in the event that the number of directors
to be elected to the Board of Directors of the Corporation is increased and
there is no public announcement by the Corporation naming all of the nominees
for director or specifying the size of the increased Board of Directors at least
70 days prior to the first anniversary of the preceding year's annual meeting, a
stockholder's notice required by this Bylaw shall also be considered timely, but
only with respect to nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal executive offices of the
Corporation by not later than the close of business on the 10th day following
the day on which such public announcement is first made by the Corporation.

                (B) Special Meetings of Stockholders. Only such business shall
be conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting. Nominations
of persons for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that the
directors shall be elected at such meeting, by any stockholder of the
Corporation who was a stockholder of record at the time the notice provided for
in this Bylaw is delivered to the Secretary of the Corporation, who is entitled
to vote at the meeting and who complies with the notice procedures set forth in



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this Bylaw. In the event the Corporation calls a special meeting of stockholders
for the purpose of electing one or more directors to the Board of Directors, any
such stockholder may nominate a person or persons (as the case may be), for
election to such position(s) as specified in the Corporation's notice of
meeting, if the stockholder's notice required by paragraph (A)(2) of this Bylaw
shall be delivered to the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 90th day prior to such
special meeting and not later than the close of business on the 70th day prior
to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event shall the public announcement of an adjournment of a special meeting
commence a new time period (or extend any time period) for the giving of a
stockholder's notice as described above.

                (C) General.

                (1) Only such persons who are nominated in accordance with the
procedures set forth in this Bylaw shall be eligible to be elected at an annual
or special meeting of stockholders of the Corporation to serve as directors and
only such business shall be conducted at a meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this Bylaw. Except as otherwise provided by law, the Chairman of the meeting
shall have the exclusive power and duty to (i) determine whether a nomination or
any business proposed to be brought before the meeting was made or proposed, as
the case may be, in accordance with the procedures set forth in this Bylaw
(including whether the stockholder or beneficial owner, if any, on whose behalf
the nomination or proposal is made, solicited (or is part of a group which
solicited) or did not so solicit, as the case may be, proxies in support of such
stockholder's nominee or proposal in compliance with such stockholder's
representation as required by clause (A)(2)(c)(iv) of this Bylaw) and (ii) if
any proposed nomination or business is not in compliance with this Bylaw,
including if the stockholder solicits or is part of a group which solicits
proxies in support of such stockholder's proposal without such stockholder
having made the representation required by either clause (c)(iii) or (c)(iv) of
paragraph (A)(2) of this Bylaw, to declare that such defective proposal or
nomination shall be disregarded or that such proposed business shall not be
transacted. Notwithstanding the foregoing provisions of this Bylaw, if the
stockholder (or a qualified representative of the stockholder) does not appear
at the annual or special meeting of stockholders of the Corporation to present a
nomination or business, such nomination shall be disregarded and such proposed
business shall not be transacted, notwithstanding that proxies in respect of
such vote may have been received by the Corporation.

                (2) For purposes of this Bylaw, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Services,
Associated Press or comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act.

                (3) Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights
(i) of stockholders to request inclusion of proposals in the



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Corporation's proxy statement pursuant to Rule 14a-8 of the Exchange Act or (ii)
of the holders of any series of Preferred Stock to elect directors under
specified circumstances.

        9. Voting. Unless otherwise required by law, the Certificate of
Incorporation, the rules or regulations of any stock exchange applicable to the
Corporation or these Bylaws, any question (other than the election of directors)
brought before any meeting of stockholders shall be decided by the vote of the
holders of a majority of the stock represented and entitled to vote thereat.
Subject to the rights of the holders of any series of Preferred Stock to elect
directors under specified circumstances, at all meetings of stockholders for the
election of directors, a plurality of the votes cast shall be sufficient to
elect. Each stockholder represented at a meeting of stockholders shall be
entitled to cast one vote for each share of the capital stock entitled to vote
thereat held by such stockholder, unless otherwise provided by the Certificate
of Incorporation. Such votes may be cast in person or by proxy but no proxy
shall be voted after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the officer of the
Corporation presiding at a meeting of stockholders, in his or her discretion,
may require that any votes cast at such meeting be cast by written ballot.

        10. Stock Ledger. The stock ledger of the Corporation shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by Section 5 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

        11. No Stockholder Action by Written Consent. Any action required or
permitted to be taken by the stockholders of the Corporation must be effected at
a duly called annual or special meeting of such holders and may not be effected
by any consent in writing by such holders.

        12. Organization. Meetings of stockholders 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, if any, or in his or her absence by the Chief Executive Officer or
the President, or in their absence by a Vice President, or in the absence of the
foregoing persons by a chairman designated by the Board of Directors, or in the
absence of such designation by a chairman chosen at the meeting. The Secretary
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.

        13. Fixing Date for Determination of Stockholders of Record. 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 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 a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall, unless otherwise required by law, not be more than sixty (60)
nor less than ten (10) days before the date of such meeting; and (2) in the case
of any other action, shall



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not be more than sixty (60) days prior to such other action. If no record date
is fixed: (1) the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on the
date next preceding the day on which notice is given, or, if notice is waived,
at the close of business on the day next preceding the day on which the meeting
is held; and (2) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

        14. Inspectors of Election. The Corporation may, and shall if required
by law, in advance of any meeting of stockholders, appoint one or more
inspectors of election, who may be employees of the Corporation, to act at the
meeting or any adjournment thereof and to make a written report thereof. The
Corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. In the event that no inspector so appointed or
designated is able to act at a meeting of stockholders, the person presiding at
the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath to execute faithfully the duties of inspector with strict
impartiality and according to the best of his or her ability. The inspector or
inspectors so appointed or designated shall (i) ascertain the number of shares
of capital stock of the Corporation outstanding and the voting power of each
such share, (ii) determine the shares of capital stock of the corporation
represented at the meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares of
capital stock of the Corporation represented at the meeting and such inspectors'
count of all votes and ballots. Such certification and report shall specify such
other information as may be required by law. In determining the validity and
counting of proxies and ballots cast at any meeting of stockholders of the
Corporation, the inspectors may consider such information as is permitted by
applicable law. No person who is a candidate for an office at an election may
serve as an inspector at such election.

        15. Conduct of Meetings. The date and time of the opening and the
closing of the polls for each matter upon which the stockholders will vote at a
meeting shall be announced at the meeting by the person presiding over the
meeting. The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate. Except to the extent inconsistent with such rules and regulations
as adopted by the Board of Directors, the person presiding over any meeting of
stockholders shall have the right and authority to convene and to adjourn the
meeting, to prescribe such rules, regulations and procedures and to do all such
acts as, in the judgment of such chairman, are appropriate for the proper
conduct of the meeting. Such rules, regulations or procedures, whether adopted
by the Board of Directors or prescribed by the presiding officer of the meeting,
may include, without limitation, the following: (i) the establishment of an
agenda or order of business for the meeting; (ii) rules and procedures for
maintaining order at the meeting and the safety of those present; (iii)
limitations on attendance at or participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman



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of the meeting shall determine; (iv) restrictions on entry to the meeting after
the time fixed for the commencement thereof; and (v) limitations on the time
allotted to questions or comments by participants. The presiding officer at any
meeting of stockholders, in addition to making any other determinations that may
be appropriate to the conduct of the meeting, shall, if the facts warrant,
determine and declare to the meeting that a matter or business was not properly
brought before the meeting and any such matter or business not properly brought
before the meeting shall not be transacted or considered. Unless and to the
extent determined by the Board of Directors or the person presiding over the
meeting, meetings of stockholders shall not be required to be held in accordance
with the rules of parliamentary procedure.

                                  ARTICLE III.

                               BOARD OF DIRECTORS

        1. General Powers. The business and affairs of the Corporation shall be
managed under the direction of the Board of Directors. In addition to the powers
and authorities by these Bylaws expressly conferred upon them, the Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute or by the Certificate of Incorporation or
by these Bylaws required to be exercised or done by the stockholders.

        2. Number of Directors; Tenure and Qualifications. Subject to the rights
of the holders of any series of Preferred stock to elect directors under
specified circumstances, the number of directors of the Corporation which shall
constitute the entire board shall be fixed from time to time as provided in the
Certificate of Incorporation. Directors need not be stockholders. The directors,
other than those who may be elected by the holders of any series of Preferred
Stock under specified circumstances, shall be divided, with respect to the time
for which they severally hold office, into three classes, as nearly equal in
number as is reasonably possible, with the term of office of the first class to
expire at the 2002 annual meeting of stockholders, the term of office of the
second class to expire at the 2003 annual meeting of stockholders and the term
of office of the third class to expire at the 2004 annual meeting of
stockholders, with each director to hold office until his or her successor shall
have been duly elected and qualified. At each annual meeting of stockholders
commencing with the 2002 annual meeting of stockholders, (i) directors elected
to succeed those directors whose terms then expire shall be elected for a term
of office to expire at the third succeeding annual meeting of stockholders after
their election, with each director to hold office until his or her successor
shall have been duly elected and qualified, and (ii) if authorized by a
resolution of the Board of Directors, directors may be elected to fill any
vacancy on the Board of Directors, regardless of how such vacancy shall have
been created. Any director may resign at any time upon notice given in writing
or by electronic transmission.

        3. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman of the Board, the Chief Executive Officer or a majority of the
entire Board of Directors. Notice thereof stating the place, date and hour of
the meeting shall be given



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to each director either by mail not less than forty-eight (48) hours before the
date of the meeting, by telephone or telegram on twenty-four (24) hours notice,
or on such shorter notice as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances.

        4. Quorum. Subject to Section 5 of this Article III and except as may be
otherwise specifically provided by law, the Certificate of Incorporation or
these Bylaws, at all meetings of the Board of Directors or any committee
thereof, a majority of the entire Board of Directors or such committee, as the
case may be, shall constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors or such committee, as the case
may be. If a quorum shall not be present at any meeting of the Board of
Directors or of any committee thereof, a majority of the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

        5. Vacancies and Newly Created Directorships. Except as otherwise
provided in the Certificate of Incorporation and subject to applicable law and
the rights of the holders of any series of Preferred Stock, and unless the Board
of Directors otherwise determines, vacancies resulting from death, resignation,
retirement, disqualification, removal from office or other cause, and newly
created directorships resulting from any increase in the authorized number of
directors, may be filled only by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors. Any
director so chosen pursuant to the foregoing sentence shall hold office for the
remainder of the full term expiring at the annual meeting of stockholders at
which the term of office of the class to which they have been elected expires
and until such director's successor shall have been duly elected and qualified.
No decrease in the number of authorized directors constituting the Board of
Directors shall shorten the term of any incumbent director.

        6. Actions of Board of Directors. Unless otherwise provided by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board of
Directors or committee, as applicable. Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.

        7. Meetings by Means of Conference Telephone. Unless otherwise provided
by the Certificate of Incorporation or these Bylaws, members of the Board of
Directors of the Corporation, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or other communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Article III, Section 7 shall
constitute presence in person at such meeting.



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        8. Executive and Other Committees. The Board of Directors may, by
resolution designate an Executive Committee to exercise, subject to applicable
provisions of law, all of the powers of the Board of Directors in the management
of the business and affairs of the Corporation when the Board of Directors is
not in session, including, without limitation, the power to declare dividends,
to authorize the issuance of the Corporation's capital stock and to adopt a
certificate of ownership and merger pursuant to Section 253 of the DGCL, and
may, by resolution similarly adopted, designate one or more other committees.
The Executive Committee and each such other committee shall consist of two or
more directors of the Corporation. The Board of Directors may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace the absent or
disqualified member, 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 the place of any absent or disqualified member. Any committee,
other than the Executive Committee (the powers of which are expressly provided
for herein), may to the extent permitted by law exercise such powers and shall
have such responsibilities as shall be specified in the designating resolution.
Each committee shall keep regular minutes and report to the Board of Directors
when required.

        9. Removal. Subject to the rights of holders of any series of Preferred
Stock to elect directors under specified circumstances, any director may be
removed from office, but only for cause, and only by the affirmative vote of the
holders of at least 75% of the voting power of all the then outstanding shares
of Voting Stock, voting together as a single class.

        10. Compensation. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

        11. Interested Directors. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his, her or their
votes are counted for such purpose if (i) the material facts as to his, her or
their relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the Board
of Directors or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested directors, even
though the disinterested directors may be less than a quorum; or (ii) the
material facts as to his, her or their relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or



                                       10
<PAGE>   11

transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

        12. Organization. Meetings of the Board of Directors 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, if any, or in his or her absence by the Chief Executive
Officer, or in his or her absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary of the meeting.

                                   ARTICLE IV.

                                    OFFICERS

        1. General. The officers of the Corporation shall be elected by the
Board of Directors and shall consist of: a Chairman of the Board; a Chief
Executive Officer; a Vice Chairman; a President; a Chief Operating Officer; a
Chief Financial Officer; a Secretary; and a Treasurer. The Board of Directors,
in its discretion, may also elect one or more Executive Vice Presidents, Senior
Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers, a
Controller and such other officers as in the judgment of the Board of Directors
may be necessary or desirable. Any number of offices may be held by the same
person and more than one person may hold the same office, unless otherwise
prohibited by law, the Certificate of Incorporation or these Bylaws. The
officers of the Corporation need not be stockholders of the Corporation nor,
need such officers be directors of the Corporation.

        2. Election and Term of Office. The Board of Directors at its first
meeting held after each annual meeting of stockholders shall elect the officers
of the Corporation who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors; and all officers of the Corporation shall hold
office until their successors are chosen and qualified, or until their earlier
resignation or removal. Except as otherwise provided in this Article IV, any
officer elected by the Board of Directors may be removed with or without cause
at any time by the affirmative vote of a majority of the Board of Directors. Any
vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors. The salaries of all officers who are directors of the Corporation
shall be fixed by the Board of Directors.

        3. Chairman of the Board. The Chairman of the Board shall be a member of
the Board of Directors, shall serve at the discretion of the Board of Directors
and shall exercise and perform such duties and have such powers as may be
prescribed by the Board of Directors or these Bylaws, all in accordance with
basic policies as established by and subject to the oversight of the Board of
Directors.

        4. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall serve at the discretion of the Board of Directors and shall
supervise, coordinate and manage the



                                       11
<PAGE>   12

Corporation's business and activities and supervise, coordinate and manage its
operating expenses and capital allocation, shall have general authority to
exercise all the powers necessary for the Chief Executive Officer of the
Corporation and shall perform such other duties and have such other powers as
may be prescribed by the Board of Directors or these Bylaws, all in accordance
with basic policies as established by and subject to the oversight of the Board
of Directors.

        5. Vice Chairman. The Vice Chairman shall be a member of the Board of
Directors and shall serve at the discretion of the Board of Directors. The Vice
Chairman shall exercise and perform such duties and have such powers as may be
prescribed by the Board of Directors or these Bylaws, all in accordance with
basic policies as established by and subject to the oversight of the Board of
Directors. In the absence or disability of the Chairman of the Board, the duties
of the Chairman of the Board shall be performed, and the Chairman of the Board's
authority may be exercised by the Vice Chairman and, in the event the Vice
Chairman is absent or disabled, such duties shall be performed and such
authority may be exercised by a director designated for such purpose by the
Board of Directors.

        6. President. The President shall serve at the discretion of the Board
of Directors and shall supervise, coordinate and manage the Corporation's
business and activities and supervise, coordinate and manage its operating
expenses and capital allocation, shall have general authority to exercise all
the powers necessary for the President of the Corporation and shall perform such
other duties and have such other powers as may be prescribed by the Board of
Directors or these, all in accordance with basic policies as established by and
subject to the oversight of the Board of Directors, the Chairman of the Board
and the Chief Executive Officer.

        7. Chief Operating Officer. The Chief Operating Officer shall report to
the President, and shall supervise, coordinate and manage the Corporation's
business and activities and supervise, coordinate and manage its operating
expenses and capital allocation, shall have general authority to exercise all
the powers necessary for the Chief Operating Officer of the Corporation and
shall perform such other duties and have such other powers as may be prescribed
by the Board of Directors or these Bylaws, all in accordance with basic policies
as established by and subject to the oversight of the Board of Directors, the
Chairman of the Board and the Chief Executive Officer.

        8. Chief Financial Officer. The Chief Financial Officer shall report to
the President, and be an Executive Vice President, a Senior Vice President or a
Vice President and shall act in an executive financial capacity. The Chief
Financial Officer shall establish and maintain the accounting records of the
Corporation in accordance with generally accepted accounting principles applied
on a consistent basis, maintain proper internal control of the assets of the
Corporation and shall perform such other duties as the Board of Directors, the
Chairman of the Board, the Chief Executive Officer, or the Vice Chairman and
President may prescribe.

        9. Executive Vice Presidents and Senior Vice Presidents. The Executive
Vice Presidents and the Senior Vice Presidents shall report to the President,
and perform such duties



                                       12
<PAGE>   13

as may be delegated or prescribed by the Board of Directors, Chief Executive
Officer or Vice Chairman and President of the Corporation.

        10. Vice Presidents. Each Vice President shall report to the President,
and perform such duties and have such powers as the Board of Directors from time
to time may prescribe or as delegated by the Vice Chairman and President.

        11. Treasurer and Assistant Treasurers. The Treasurer shall report to
the President, and have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. The Treasurer shall disburse the
funds of the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the Vice Chairman
and President and the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his or her transactions as
Treasurer and of the financial condition of the Corporation. If required by the
Board of Directors, the Treasurer shall give the Corporation a bond (which shall
be renewed every six years) in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his or her office and for the restoration to the Corporation, in
case of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the Corporation.

        The Assistant Treasurers in the order of their seniority shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties as the Board of
Directors shall prescribe.

        12. Secretary and Assistant Secretaries. The Secretary shall report to
the President, and shall attend all meetings of the Board of Directors and all
meetings of stockholders and record all votes and proceedings thereat in a book
or books to be kept for that purpose; the Secretary shall also perform like
duties for the standing committees when required. The Secretary shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors, the Chairman of the Board or Vice
Chairman and President, who shall supervise the Secretary. The Secretary shall
have custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his or her signature. The
Secretary shall see that all books, reports, statements, certificates and other
documents and records required by law to be kept or filed are properly kept or
filed, as the case may be.



                                       13
<PAGE>   14

        The Assistant Corporate Secretary or the Assistant Secretaries in order
of their seniority, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties as the Board of Directors shall prescribe.

        13. Other Officers. Such other officers as the Board of Directors may
choose shall perform such duties and have such powers as from time to time may
be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.

                                   ARTICLE V.

                                      STOCK

        1. Stock Certificates. The interest of each stockholder of the
Corporation shall be evidenced by certificates for shares of stock or shall be
uncertificated. The certificate for shares of stock of the Corporation shall be
in such form, not inconsistent with the Certificate of Incorporation, as the
appropriate officers of the Corporation may from time to time prescribe. The
certificates of stock shall be signed, countersigned and registered in such
manner as the Board of Directors may by resolution prescribe, which resolution
may permit all or any of the signatures on such certificates to be in facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he or she were such
officer, transfer agent or registrar at the date of issue.

        2. Lost, Stolen or Destroyed Certificates. The Board of Directors may
direct new certificate(s) to be issued in place of any certificate(s)
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 of stock to be lost, stolen or destroyed. When authorizing such
issue of new certificate(s), 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(s), or such owner's legal representative,
to advertise the same in such manner as the Board of Directors shall require
and/or to give the Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate(s) alleged to have been lost, stolen or destroyed.

        3. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by law and in these Bylaws. Transfers of stock shall be made
on the books of the Corporation only by the person named in the certificate or
by such person's attorney lawfully constituted in writing and upon the surrender
of the certificate therefor, which shall be canceled before a new certificate
shall be issued.

                                   ARTICLE VI.

                          INDEMNIFICATION AND INSURANCE



                                       14
<PAGE>   15

        1. Action Other Than By or In The Right of The Corporation. The
Corporation shall indemnify and hold harmless, to the fullest extent permitted
by applicable law as it presently exists or may hereafter be amended, an Agent
(as hereinafter defined) against costs, charges and Expenses (as hereinafter
defined), judgments, fines and amounts paid in settlement actually and
reasonably incurred by an Agent in connection with an action, suit or proceeding
(of the type referenced in the definition of "Agent"), and any appeal therefrom,
if the Agent acted in good faith and in a manner the Agent reasonably believed
to be in or not opposed to the best interests of the Corporation, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
such conduct was unlawful. The termination of any action, suit or proceeding
(whether by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent) shall not, of itself, create a presumption that
the Agent did not act in good faith and in a manner which the Agent reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, that such person had
reasonable cause to believe that the Agent's conduct was unlawful.

        2. Action By Or In The Right Of The Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed judicial action or suit brought by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that such person is or was an Agent, against costs, charges and Expenses
actually and reasonably incurred by an Agent in connection with the defense or
settlement of such action or suit and any appeal therefrom if the Agent acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable for gross negligence or willful misconduct
in the performance of the Agent's duty to the Corporation unless and only to the
extent that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such costs, charges and Expenses
which the Court of Chancery or other such court shall deem proper.

        3. Determination of Right of Indemnification. Any indemnification under
Section 1 or 2 of this Article VI (unless ordered by a court) shall be paid by
the Corporation if a determination is reasonably and promptly made (i) by the
Board of Directors by a majority vote of Disinterested Directors (as hereinafter
defined) even though less than a quorum, or (ii) by a committee of Disinterested
Directors designated by majority vote of such directors, even though less than a
quorum, or (iii) if such a quorum is not obtainable, or, even if obtainable, if
a quorum of Disinterested Directors so directs, by Independent Counsel in a
written opinion, or (iv) by the stockholders, that such person has met the
applicable standard of conduct set forth in Section 1 and 2 of Article VI.

        4. Indemnification Against Expenses of Successful Party. Notwithstanding
the other provisions of this Article VI, to the extent that an Agent has been
successful on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, the settlement of an action without
admission of liability, or the defense of any claim, issue or matter



                                       15
<PAGE>   16

therein, or on appeal from any such proceeding, action, claim or matter, such
Agent shall be indemnified against all costs, charges and Expenses incurred in
connection therewith.

        5. Advances of Expenses. Except as limited by Section 6 of this Article
VI, costs, charges, and Expenses incurred by an Agent in any action, suit,
proceeding or investigation or any appeal therefrom shall be paid by the
Corporation in advance of the final disposition of such matter, if the Agent
shall undertake to repay such amount in the event that it is ultimately
determined, as provided herein, that such person is not entitled to
indemnification. Notwithstanding the foregoing, no advance shall be made by the
Corporation if a determination is reasonably and promptly made (i) by the Board
of Directors by a majority vote of a quorum of Disinterested Directors, (ii) if
such a quorum is not obtainable or, even if obtainable, a quorum of
Disinterested Directors so directs, by Independent Counsel in a written opinion,
that, based upon the facts known to the Board of Directors or counsel at the
time such determination is made, the Agent acted in bad faith and in a manner
that such person did not believe to be in the best interests of the Corporation,
or (iii) with respect to any criminal proceeding, that such person believed or
had reasonable cause to believe his or her conduct was unlawful. In no event
shall any advance be made in instances where the Board of Directors or
Independent Counsel reasonably determines that the Agent deliberately breached
such person's duty to the Corporation or its stockholders.

        6. Right of Agent to Indemnification Upon Application; Procedure Upon
Application. Any indemnification under Section 1, 2 or 4 or advance under
Section 5 of this Article VI, shall be made promptly, and in any event within 60
days, upon the written request of the Agent, unless with respect to applications
under Section 1, 2 or 5, a determination is reasonably and promptly made by the
Board of Directors by a majority vote of a quorum of Disinterested Directors
that such Agent acted in a manner set forth in such Sections as to justify the
Corporation's not indemnifying or making an advance to the Agent. In the event
no quorum of Disinterested Directors is obtainable, the Board of Directors shall
promptly direct that Independent Counsel shall decide whether the Agent acted in
the manner set forth in such Sections as to justify the Corporation's not
indemnifying or making an advance to the Agent. The right to indemnification or
advances as granted by this Article shall be enforceable by the Agent in any
court of competent jurisdiction, if the Board of Directors or Independent
Counsel denies the claim in whole or in part, or if no disposition of such claim
is made within 60 days. The Agent's costs, charges and Expenses incurred in
connection with successfully establishing such person's right to
indemnification, in whole or in part, in any such proceeding shall also be
indemnified by the Corporation.

        7. Other Rights and Remedies. The indemnification provided by this
Article VI shall not be deemed exclusive of, and shall not affect, any other
rights to which an Agent seeking indemnification may be entitled under any law,
Bylaw, or charter provision, agreement, vote of stockholders or Disinterested
Directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be an Agent and shall inure to the benefit of
the heirs, executors and administrators of such a person. All rights to
indemnification under this Article VI shall be deemed to be a contract between
the Corporation and the Agent who serves in such capacity at



                                       16
<PAGE>   17

any time while the Certificate of Incorporation and other relevant provisions of
the DGCL and other applicable law, if any, are in effect. Any repeal or
modification thereof shall not affect any rights or obligations then existing.

        8. Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was an Agent against any liability asserted
against such person and incurred by him or her in any such capacity, or arising
out of such person's status as such, whether or not the Corporation would have
the power to indemnify such person against such liability under the provisions
of this Article VI. The Corporation may create a trust fund, grant a security
interest or use other means (including, without limitation, a letter of credit)
to ensure the payment of such sums as may become necessary to effect
indemnification as provided herein.

        9. Presumptions and Effect of Certain Proceedings. If a Change of
Control (as hereinafter defined) shall have occurred, in making a determination
with respect to entitlement to indemnification hereunder, the person, persons or
entity making such determination shall presume that the Agent is entitled to
indemnification under this Article if the Agent has submitted a request for
indemnification in accordance with Section 6 of this Article VI, and the
Corporation shall have the burden of proof to overcome that presumption in
connection with the making by any person, persons or entity of any determination
contrary to that presumption.

        If the person, persons or entity empowered or selected under Section 6
of this Article VI to determine whether the Agent is entitled to indemnification
shall not have made such determination within 60 days after receipt by the
Corporation of the request therefor, the requisite determination of entitlement
to indemnification shall be deemed to have been made and the Agent shall be
entitled to such indemnification, absent (i) a misstatement by the Agent of a
material fact, or an omission of a material fact necessary to make the Agent's
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable
law; provided, however, that such 60-day period may be extended for a reasonable
time, not to exceed an additional 30 days, if the person, persons or entity
making the determination with respect to entitlement to indemnification in good
faith requires such additional time for the obtaining or evaluating of
documentation and/or information relating thereto; and provided, further, that
the foregoing provisions of this Section 9 shall not apply (a) if the
determination of entitlement to indemnification is to be made by the
stockholders pursuant to Section 6 and if (A) within 15 days after receipt by
the Corporation of the request for such determination the Board of Directors has
resolved to submit such determination to the stockholders for their
consideration at an annual meeting thereof to be held within 75 days after such
receipt and such determination is made thereat, or (B) a special meeting of the
stockholders is called within 15 days after such receipt for the purpose of
making such determination, such meeting is held for such purpose within 60 days
after having been so called and such determination is made thereat, or (b) if
the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 5 of this Article VI. The termination of any
proceeding or of any claim, issue or matter therein by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Article VI) of itself
adversely affect the right of the Agent to indemnification or create a
presumption that the Agent did not act in good faith and in a manner



                                       17
<PAGE>   18

which such person reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal proceeding, that
the Agent had reasonable cause to believe that such person's conduct was
unlawful.

        10. Other Enterprises, Fines, and Serving at Corporation's Request. For
the purposes of this Article VI, references to "other enterprise" in Section
12(A) below shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service by the Agent as a director, officer or employee of the
Corporation which imposes duties on, or involves services by, such Agent with
respect to any employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner such person reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article VI.

        11. Savings Clause. If this Article or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Agent as to costs, charges and
Expenses, judgments, fines and amounts paid in settlement with respect to any
action, suit, proceeding or investigation, and any appeal therefrom, whether
civil, criminal or administrative, and whether internal or external, including a
grand jury proceeding and an action or suit brought by or in the right of the
Corporation, to the full extent permitted by any applicable portion of this
Article that shall not have been invalidated, and to the fullest extent
permitted by applicable law.

        12. Certain Definitions. For the purposes of this Article VI:

        "Agent" means any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding
or investigation, whether civil, criminal or administrative, and whether
external or internal to the Corporation (other than a judicial action or suit
brought by or in the right of the Corporation) by reason of the fact that he or
she is or was or has agreed to be a director, officer or employee of the
Corporation, or that, being or having been such a director, officer or employee,
he or she is or was serving at the request of the Corporation as a director,
officer or employee of another corporation, partnership, joint venture, trust or
other enterprise.

        "Change of Control" means a change in control of the Corporation of a
nature that would be required to be reported in response to Item 5(f) of
Schedule 14A of Regulation 14A (or in response to any similar item on any
similar schedule or form) promulgated under the Exchange Act, whether or not the
Corporation is then subject to such reporting requirement; provided, however,
that, without limitation, such a Change in Control shall be deemed to have
occurred if: (i) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Corporation representing 25% or more of the combined voting power of the
Corporation's then outstanding securities without the prior approval of at least
two-thirds of the members of the Board of Directors in office immediately prior
to such person



                                       18
<PAGE>   19

attaining such percentage interest; (ii) the Corporation is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board of Directors in office immediately
prior to such transaction or event constitute less than a majority of the Board
of Directors thereafter; or (iii) during any period of three consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors (including for this purpose any new director whose election or
nomination for election by the Corporation's stockholders was approved by a vote
of at least two-thirds of the directors then still in office who were directors
at the beginning of such period) cease for any reason to constitute at least a
majority of the Board of Directors.

        "Disinterested Director" means a director of the Corporation who is not
and was not a party to the matter in respect of which indemnification is sought
by the claimant.

        "Expenses" shall include all reasonable attorneys' fees, retainers,
court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a
proceeding.

        "Independent Counsel" means a law firm, a member of a law firm, or an
independent practitioner, that is experienced in matters of corporation law and
shall include any person who, under the applicable standards of professional
conduct then prevailing, would not have a conflict of interest in representing
either the Corporation or the claimant in an action to determine the claimant's
rights under this Article VI.

                                  ARTICLE VII.

                            MISCELLANEOUS PROVISIONS

        1. Fiscal Year. The fiscal year of the Corporation shall begin on the
first day of January and end of the thirty-first day of December each year.

        2. Dividends. The Board of Directors may from time to time declare, and
the Corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by law and the Certificate of
Incorporation. Dividends may be paid in cash, in property, or in shares of the
capital stock of the Corporation. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends, such sum
or sums as the directors may, from time to time in their absolute discretion,
think proper as a reserve fund to meeting contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may abolish any such reserve in the manner in
which it was created.

        3. Seal. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of incorporation and the words "Corporation Seal,
Delaware." Said seal



                                       19
<PAGE>   20

may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

        4. Audits. The accounts, books and records of the Corporation shall be
audited upon the conclusion of each fiscal year by an independent certified
public accountant selected by the Board of Directors, and it shall be the duty
of the Board of Directors to cause such audit to be done annually.

        5. Resignations. Any officer, whether elected or appointed, may resign
at any time by giving written notice of such resignation to the Chairman of the
Board, the Chief Executive Officer or the Secretary, and such resignation shall
be deemed to be effective as of the close of business on the date said notice is
received by the Chairman of the Board, Chief Executive Officer or Secretary, or
at such later time as is specified therein. No formal action shall be required
of the Board of Directors or the stockholders to make any such resignation
effective.

        6. Contracts. Except as otherwise required by law, the Certificate of
Incorporation or these Bylaws, any contracts or other instruments may be
executed and delivered in the name and on behalf of the Corporation by such
officer or officers of the Corporation as the Board of Directors may from time
to time direct. Such authority may be general or confined to specific instances
as the Board may determine. The Chairman of the Board, Chief Executive Officer,
Vice Chairman and President, or any Executive Vice President, Senior Vice
President or Vice President may execute bonds, contracts, deeds, leases and
other instruments to be made or executed for or on behalf of the Corporation.

        7. Proxies. Unless otherwise provided by resolution adopted by the Board
of Directors, the Chairman of the Board, Chief Executive Officer, Vice Chairman
and President, any Executive Vice President, Senior Vice President or Vice
President may from time to time appoint an attorney or attorneys or agent or
agents of the Corporation, in the name and on behalf of the Corporation, to case
the votes which the Corporation may be entitled to case as the holder of stock
or other securities in any other corporation, any of whose stock or other
securities may be held by the Corporation, at meetings of the holders of stock
or other securities or such other corporation, or to consent in writing, in the
name of the Corporation as such holder, to any action by such other corporation,
and may instruct the person or persons so appointed as to the manner of casting
such votes or giving such consent, and may execute or cause to be executed in
the name and on behalf of the Corporation and under its corporate seal or
otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.

        8. Waiver of Notice of Meetings of Stockholders, Directors and
Committees. Any waiver of notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at nor the
purpose of any regular or special meeting of the stockholders, directors, or
members of a committee of directors need be specified in any waiver of notice.



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                                  ARTICLE VIII.

                                   AMENDMENTS

        1. Amendments. These Bylaws may be altered, amended, or repealed at any
meeting of the Board of Directors or of the stockholders, provided that notice
of the proposed change was given in the notice of the meeting and, in the case
of a meeting of the Board of Directors, in a notice given not less than two days
prior to the meeting; provided, however, that, in the case of amendments by
stockholders, notwithstanding any other provisions of these Bylaws or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the capital stock of the Corporation required by law, the Certificate
of Incorporation or these Bylaws, the affirmative vote of the holders of at
least 75% of the voting power of all the then outstanding shares of the Voting
Stock, voting together as a single class, shall be required to alter, amend or
repeal any provision of these Bylaws.



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                            CERTIFICATE OF SECRETARY


        I, the undersigned, do hereby certify:

        (a) That I am duly elected and acting Secretary of LearningStar Corp., a
Delaware corporation; and

        (b) That the foregoing bylaws constitute the bylaws of said corporation
as duly adopted by the unanimous written consent of the directors of said
corporation as of March 14, 2001.

        IN WITNESS WHEREOF, I have hereunto subscribed my name as of this 30th
day of April, 2001.

                                               /s/ Ronald C. Elliott
                                          --------------------------------------
                                          Ronald C. Elliott, Secretary



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