EXHIBIT 2.1
                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                          WHITMAN EDUCATION GROUP, INC.
                              A FLORIDA CORPORATION



                                    ARTICLE I
                            MEETINGS OF SHAREHOLDERS

     SECTION 1. ANNUAL MEETINGS.  The annual meeting of the shareholders for the
election of  directors  and for the  transaction  of such other  business as may
properly come before the meeting  shall be held at the date and time  designated
by the board of directors.

     SECTION 2. SPECIAL MEETINGS.  Special meetings of the shareholders shall be
called upon the written request of the chairman,  the chief executive officer or
the board of  directors by action at a meeting,  a majority of directors  acting
without  a  meeting,   or  (as  provided  by  the  Articles  of   Incorporation)
shareholders holding at least 50% of the Corporation's stock entitled to vote at
the  meeting.  The written  request for the special  meeting  shall  specify the
purpose or purposes of the meeting.  Only business within the purposes described
in the notice  required  by Section 4 of this  Article may be  conducted  at the
special meeting.

     SECTION 3. PLACE OF MEETINGS.  Meetings of the shareholders will be held at
the  principal  place of business  of the  Corporation  or at such other  place,
within or outside of Florida, as is designated by the board of directors.

     SECTION  4.  NOTICE OF  MEETINGS.  A  written  notice  of each  meeting  of
shareholders,  signed by the  secretary  or the persons  authorized  to call the
meeting,  shall be mailed to each shareholder entitled to vote at the meeting at
the  address as it appears on the records of the  Corporation,  not less than 10
nor more than 60 days  before the date set for the  meeting.  The  notice  shall
state the time and place the meeting is to be held,  and, if the notice  relates
to a special  meeting,  shall also state the  purposes  for which the meeting is
called. The record date for determining  shareholders  entitled to notice of and
to vote at the meeting will be the date fixed by board of directors. A notice of
meeting shall be sufficient for the meeting and any  adjournment of the meeting.
Any shareholder may waive notice of a meeting before, at or after the meeting.

     SECTION 5. QUORUM.  A majority of the shares entitled to vote,  represented
in person or by proxy, shall constitute a quorum for the transaction of business
at a meeting of shareholders.  A majority of shareholders  represented in person
or by proxy at a  meeting  of  shareholders,  even if less  than a  quorum,  may
adjourn the meeting form time to time and place to place without  further notice
until a quorum is present.

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     SECTION  6.  SHAREHOLDER  VOTING.  If a quorum is  present  at a meeting of
shareholders,  the action on a matter is  approved if the votes cast in favor of
the action  exceed the votes  cast  opposing  the  action,  except as  otherwise
provided in Section 2 of Article II, the articles of incorporation or applicable
law.  Each  outstanding  share  shall be  entitled  to one  vote on each  matter
submitted to a vote at a meeting of shareholders.

     SECTION 7. RECORD DATE.  The board of  directors  may fix a record date for
any lawful purpose, including, without limiting the generality of the foregoing,
the  determination of shareholders  entitled to (1) receive notice of or to vote
at any meeting of shareholders or any adjournment  thereof or to express consent
to corporate  action in writing  without a meeting,  (2) receive  payment of any
dividend or other distribution or allotment of any rights, or (3) take any other
action.  The record  date shall not be more than 70 days  preceding  the date of
such meeting, the date fixed for the payment of any dividend or distribution, or
the action requiring a determination of shareholders.

     SECTION  8.  PROXIES.  A  shareholder  entitled  to vote at any  meeting of
shareholders or any adjournment  thereof (or another  entitled to vote on behalf
of the  shareholder  as a matter of law) may vote in person or by proxy executed
in  writing  and  signed  by  the  shareholder  or  his  attorney-in-fact.   The
appointment  of proxy  will be  effective  when  received  by the  Corporation's
secretary or other officer or agent authorized to tabulate votes. No proxy shall
be valid  more than 11 months  after the date of its  execution  unless a longer
term is expressly stated in the proxy.

     SECTION 9. CONDUCT OF BUSINESS WITHOUT MEETING BY SHAREHOLDERS.  Any action
of the shareholders may be taken without a meeting if written consents,  setting
forth the action taken,  are signed by at least a majority of shares entitled to
vote and are delivered to the Corporation's secretary, or other officer or agent
of the  Corporation  having  custody of the  Corporation's  books within 60 days
after the date that the earliest  written consent was delivered.  Within 10 days
after obtaining an authorization  of an action by written consent,  notice shall
be given to those  shareholders who have not consented in writing or who are not
entitled to vote on the action.  The notice shall fairly  summarize the material
features of the authorized action. If the action creates dissenters' rights, the
notice shall contain a clear  statement of the right of dissenting  shareholders
to be paid the fair value of their shares upon  compliance  with and as provided
for by the Florida Business Corporation Act. The written consents shall be filed
with the records of the meetings of shareholders.

     SECTION 10. NOTICE OF NOMINATION OF DIRECTORS.  Nominations for election to
the Board of Directors of the  corporation at a meeting of  shareholders  may be
made by the Board of Directors or by any shareholder of the corporation entitled
to vote for the election of  directors  at such  meeting who  complies  with the
notice  procedures  set forth in this Section 10. Such  nominations,  other than
those made by or on behalf of the Board of Directors, may be made only if notice
in writing is  personally  delivered  to, or mailed by first class United States


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mail,  postage  prepaid, and received  by, the  secretary  not less than 60 days
nor more than 90 days prior to such  meeting;  provided,  however,  that if less
than 70 days'  notice or prior public  disclosure  of the date of the meeting is
given to  shareholders,  such  nomination  shall have been mailed by first class
United States mail,  postage prepaid,  and received by, or personally  delivered
to, the  secretary  not later than the close of business on the tenth (10th) day
following  the day on which notice of the date of the meeting was mailed or such
public disclosure was made,  whichever occurs first. Such notice shall set forth
(a) as to each  proposed  nominee (i) the name,  age,  business  address and, if
known,  residence address of each such nominee, (ii) the principal occupation or
employment of each such nominee, (iii) the number of shares, if any, of stock of
the corporation  that are  beneficially  owned by each such nominee and (iv) any
other  information  concerning  the  nominee  that  must be  disclosed  in proxy
solicitations  pursuant  to the  proxy  rules  of the  Securities  and  Exchange
Commission if such person had been  nominated,  or was intended to be nominated,
by the Board of Directors  (including such person's  written consent to be named
as a  nominee  and  to  serve  as a  director  if  elected);  and  (b) as to the
shareholder  giving the notice  (i) the name and  address,  as it appears on the
corporation's  books,  of such  shareholder,  (ii) a  representation  that  such
shareholder is a holder of record of shares of stock of the corporation entitled
to vote at the  meeting  and the class and  number of shares of the  corporation
which are beneficially  owned by such shareholder,  (iii) a representation  that
such  shareholder  intends  to appear in  person or by proxy at the  meeting  to
nominate the person or persons specified in the notice and (iv) a description of
all arrangements or understandings between such shareholder and each nominee and
any other person or persons  (naming  such person or persons)  pursuant to which
the  nomination  or  nominations  are  to  be  made  by  such  shareholder.  The
corporation  also may  require  any  proposed  nominee  to  furnish  such  other
information  as may  reasonably be required by the  corporation to determine the
eligibility of such proposed  nominee to serve as a director of the corporation.
The chairman of the meeting may, if the facts warrant,  determine and declare to
the meeting  that a nomination  was not made in  accordance  with the  foregoing
procedure,  and if he should so  determine,  he shall so declare to the meeting,
and that the defective nomination shall be disregarded.

     SECTION 11. NOTICE OF BUSINESS AT ANNUAL MEETINGS.  At an annual meeting of
the  shareholders,  only such  business  shall be  conducted  as shall have been
properly  brought  before the meeting.  To be properly  brought before an annual
meeting,  business  must be (a)  specified  in the  notice  of  meeting  (or any
supplement thereto) given by or at the direction of the Board of Directors or (b
) otherwise  properly  brought  before the meeting by or at the direction of the
Board of Directors or (c)  otherwise  properly  brought  before the meeting by a
shareholder.  For business to be properly  brought before an annual meeting by a
shareholder,  if such  business  relates to the  election  of  directors  of the
corporation,  the  procedures  in Section 10 of this  Article I must be complied
with. If such business  relates to any other matter,  the shareholder  must have
given  timely  notice  thereof  in  writing to the  secretary.  To be timely,  a
shareholder's  notice must be personally  delivered to, or mailed by first class
United  States mail,  postage  prepaid,  and received by, the secretary not less
than 60 days nor more than 90 days  prior to such  meeting;  provided,  however,
that if less than 70 days' notice or prior public  disclosure of the date of the
meeting is given to  shareholders,  such  notice,  to be timely,  must have been
mailed by first class United States mail,  postage prepaid,  and received by, or
personally  delivered  to, the secretary not later than the close of business on
the  tenth  (10th)  day  following  the day on which  notice  of the date of the


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meeting  was  mailed  or  such  public  disclosure  was made,  whichever  occurs
first. A shareholder's notice to the secretary shall set forth as to each matter
the  shareholder  proposes  to  bring  before  the  annual  meeting  (i) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting  such business at the annual  meeting,  (ii) the name
and  address,  as they appear on the  corporation's  books,  of the  shareholder
proposing such business, (iii) a representation that the shareholder is a holder
of record of shares of stock of the  corporation  entitled to vote at the meting
and the class and  number of shares of the  corporation  which are  beneficially
owned by the  shareholder  and (iv) any material  interest of the shareholder in
such  business.  Notwithstanding  anything in these Bylaws to the  contrary,  no
business shall be conducted at any annual meeting except in accordance  with the
procedures set forth in this Section 11 and except that any shareholder proposal
which  complies with Rule 14a-8 of the proxy rules (or any successor  provision)
promulgated under the Securities  Exchange Act of 1934, as amended,  as is to be
included  in  the  corporation's  proxy  statement  for  an  annual  meeting  of
shareholders shall be deemed to comply with the requirements of this Section 11.
The chairman of the meeting may, if the facts warrant,  determine and declare to
the  meeting  that  business  was not  properly  brought  before the  meeting in
accordance  with  the  provisions  of  this  Section  11,  and if he  should  so
determine,  he shall so declare to the meeting  and the  business  not  properly
brought before the meeting shall be disregarded.


                                   ARTICLE II
                                    DIRECTORS

     SECTION 1. NUMBER OF DIRECTORS.  The board of directors of the  Corporation
shall  consist of not less than one person,  the exact  number to be  determined
from time to time by resolution adopted by the affirmative vote of a majority of
all directors of the  Corporation  then holding office at any special or regular
meeting.  Any such  resolution  increasing or decreasing the number of directors
shall have the effect of creating or eliminating a vacancy or vacancies,  as the
case may be,  provided  that no such  resolution  shall  reduce  the  number  of
directors below the number then holding office.

     SECTION 2.  ELECTION OF DIRECTORS  AND  CHAIRMAN  AND VICE  CHAIRMAN OF THE
BOARD.  Directors  shall be elected at the annual meeting of  shareholders,  but
when the annual meeting is not held or directors are not elected  thereat,  they
may be elected at a special meeting called and held for that purpose.  Directors
shall be elected by a plurality of the votes cast by the share  entitled to vote
in the  election  at a  meeting  at which a quorum  is  present.  At the time of
election,  a  director  must be at  least  18  years  of age,  but need not be a
shareholder  of the  Corporation.  The board of  directors  may elect from their
members a chairman and a vice chairman of the board.  The chairman of the board,
if one be elected,  shall  preside at all meetings of the board of directors and
meetings of the  shareholders and shall have such other powers and duties as may
be prescribed by the board of directors.  The vice chairman,  if any be elected,
shall have such powers and duties as may from time to time be assigned to him by
the board of  directors  or the  chairman,  and in the absence of the  chairman,
shall preside at all meetings of the board of directors.


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     SECTION 3. TERM OF OFFICE. Each director shall hold office until the annual
meeting next  succeeding  his  election  and until his  successor is elected and
qualified, or until his earlier resignation, removal from office or death.

     SECTION 4.  REMOVAL.  Any director or the entire board of directors  may be
removed,  with or without  cause,  at a meeting of  shareholders,  provided  the
notice of the  meeting  states  that one of the  purposes  of the meeting is the
removal of the  director.  A director may be removed only if the number of votes
cast to remove him exceeds the number of votes cast against removal.

     SECTION 5.  VACANCIES.  Any vacancy  occurring  in the board of  directors,
including a vacancy  created by an increase in the number of  directors,  may be
filled by the  shareholders  or by the  affirmative  vote of a  majority  of the
remaining  directors,  though  less than a quorum of the board of  directors.  A
director  elected  to fill a  vacancy  shall  hold  office  only  until the next
election of directors by the shareholders.  If there are no remaining directors,
the vacancy shall be filled by the shareholders.

     SECTION 6. QUORUM AND TRANSACTION OF BUSINESS.  A majority of the number of
directors  fixed  pursuant to these  bylaws  shall  constitute  a quorum for the
transaction  for  business,  except that a majority of the  directors  in office
shall constitute a quorum for filling a vacancy on the board. Whenever less than
a quorum is  present  at the time and place  appointed  for any  meeting  of the
board, a majority of those present may adjourn the meeting form time to time and
place to place,  until a quorum  shall be present.  The act of a majority of the
directors  present at a meeting at which a quorum is present shall be the act of
the board of directors.

     SECTION 7.  REGULAR  MEETINGS.  Regular  meetings of the board of directors
shall be held at such times and places,  within or without the State of Florida,
as the board of directors may, by resolution,  from time to time determine.  The
secretary  shall give notice of each such resolution to any director who was not
present at the time the  resolution  was adopted,  but no further notice of such
regular meeting need be given.

     SECTION 8. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by the chairman,  the vice-chairman,  the chief executive officer, the
president  or any two  members of the board of  directors,  and shall be held at
such  times and  places,  within or  without  the  State of  Florida,  as may be
specified in such call.

     SECTION  9.  NOTICE OF ANNUAL OR SPECIAL  MEETINGS.  Notice of the time and
place of each annual or special  meeting  shall be given to each director by the
secretary or by the person or persons calling such meeting. Such notice need not
specify the purpose or purposes of the meeting and may be given in any manner or
method and at such time so that the director  receiving  it may have  reasonable
opportunity to attend the meeting.  Such notice shall, in all events,  be deemed
to have been  properly  and duly given if mailed at least 48 hours  prior to the
meeting  and  directed  to the  residence  of  each  director  as  shown  in the
secretary's records. The giving of notice shall be deemed to have been waived by
any director who shall attend and participate in such meeting and may be waived,
in writing, by any director either before or after such meeting.

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     SECTION 10.  COMPENSATION.  The  directors,  as such,  shall be entitled to
receive such  reasonable  compensation  for their  services as may be fixed from
time to time by resolution of the board of directors. In addition, the directors
may be reimbursed  for expenses of attending  meetings of the board of directors
and committees thereof.  Nothing herein contained shall be construed to preclude
any director from serving the  Corporation  in any other  capacity and receiving
compensation therefor.  Members of the executive committee or of any standing or
special  committee of the board of directors  may by  resolution of the board be
allowed such  compensation for their services as the board of directors may deem
reasonable and additional  compensation  may be allowed to directors for special
services rendered.

     SECTION 11. ACTION WITHOUT A MEETING.  Any action required to be taken at a
meeting of the board of directors  (or a committee  of the board of  directors),
and any action which may be taken at a meeting of the board of  directors  (or a
committee of the board of directors) may be taken without a meeting if a consent
in  writing,  setting  forth the  action  to be taken  and  signed by all of the
directors  (or  members  of the  committee),  is  filed  in the  minutes  of the
proceedings  of the  board of  directors.  The  action  taken  shall  be  deemed
effective when the last director signs the consent, unless the consent specifies
otherwise.


                                   ARTICLE III
                                   COMMITTEES

     SECTION 1.  EXECUTIVE  COMMITTEE.  The board of directors  may from time to
time, by resolution passed by a majority of the whole board, create an executive
committee of three or more  directors,  the members of which shall be elected by
the board of directors  to serve at the  pleasure of the board.  If the board of
directors  does  not  designate  a  chairman  of the  executive  committee,  the
executive  committee  shall  elect a  chairman  from its own  number.  Except as
otherwise provided herein and in the resolution creating an executive committee,
such committee shall,  during the intervals between the meetings of the board of
directors,  possess and may exercise all of the powers of the board of directors
in the  management  of the business and affairs of the  Corporation,  other than
that of  filling  vacancies  among  the  directors  or in any  committee  of the
directors and except as provided by law. The executive committee shall keep full
records and  accounts of its  proceedings  and  transactions.  All action by the
executive  committee  shall be reported to the board of directors at its meeting
next  succeeding  such  action  and shall be subject to  control,  revision  and
alteration by the board of  directors,  provided that no rights of third persons
shall be prejudicially  affected thereby.  Vacancies in the executive  committee
shall be filled by the  directors,  and the  directors  may  appoint one or more
directors as alternate  members of the  committee  who may take the place of any
absent member or members at any meeting.

     SECTION 2. MEETINGS OF EXECUTIVE  COMMITTEE.  Subject to the  provisions of
these bylaws,  the executive  committee shall fix its own rules of procedure and


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shall  meet  as  provided  by  such  rules  or  by  resolutions  of the board of
directors,  and it shall also meet at the call of the chief  executive  officer,
the chairman of the  executive  committee  or any two members of the  committee.
Unless otherwise  provided by such rules or by such resolutions,  the provisions
of Section 10 of the Article II relating to the notice  required to be given for
meetings of the board of directors shall also apply to meetings of the executive
committee.  A  majority  of  the  executive  committee  shall  be  necessary  to
constitute a quorum.

     SECTION 3.  OTHER  COMMITTEES.  The board of  directors  may by  resolution
provide for such other standing or special committees as it deems desirable, and
discontinue the same at its pleasure. Each such committee shall have such powers
and perform such duties, not inconsistent with law, as may be delegated to it by
the board of  directors.  The  provisions  of  Section  1 and  Section 2 of this
Article  shall  govern the  appointment  and action of such  committee so far as
consistent,  unless otherwise  provided by the board of directors.  Vacancies in
such  committees  shall be filled by the board of  directors  or as the board of
directors may provide.


                                   ARTICLE IV
                                    OFFICERS

     SECTION 1. GENERAL PROVISIONS.  The board of directors shall elect a senior
executive  officer  who shall  hold the  office of chief  executive  officer  or
president  or  both,  a  senior  financial  officer  who  shall  serve as a vice
president  and who may also serve as  treasurer,  a secretary and such number of
vice presidents, if any, as the board may from time to time determine. The board
of  directors  may from time to time create such other  offices and appoint such
other officers, subordinate officers and assistant officers as it may determine.
Any two of such offices,  other than those of president and vice president,  may
be held by the same person, but no officer shall execute,  acknowledge or verify
an instrument in more than one capacity.

     SECTION 2. TERM OF  OFFICE.  The  officers  of the  Corporation  shall hold
office at the pleasure of the board of directors,  and, unless sooner removed by
the board of directors,  until successors are chosen and qualified. The board of
directors may remove any officer at any time,  with or without  cause. A vacancy
in any office, however created, shall be filled by the board of directors.


                                    ARTICLE V
                               DUTIES OF OFFICERS

     SECTION 1. CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHIEF OPERATING OFFICER.

     (A)  The  chief  executive  officer  shall  be the  senior  officer  of the
corporation  and,  subject  to the  control  of the  board of  directors,  shall
exercise supervision over the management of the business of the Corporation.  In
the absence of the  chairman of the board,  he shall  preside at meetings of the
shareholders.   He shall  have authority to sign all certificates for shares and

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all deeds, mortgages, bonds, agreement, notices, and other instruments requiring
his  signature;  and shall  have all the powers  and  duties  prescribed  by the
Florida  Business  Corporation Act and such others as the board of directors may
from time to time assign to him. In the event a president is not appointed,  the
chief  executive  officer  shall also have the duties set forth in Section  1(B)
below.

     (B) The  president  shall  exercise  supervision  over the  business of the
Corporation and over its several officers, subject, however, to the oversight of
the chief executive officer,  if one be elected.  In the absence of the chairman
of the board and the chief  executive  officer,  he shall preside at meetings of
the  shareholders.  He shall have authority to sign all  certificates for shares
and all deeds,  mortgages,  bonds,  agreements,  notices,  and other instruments
requiring his signature;  and shall have all the powers and duties prescribed by
the Florida  Business  Corporation Act and such others as the board of directors
may from time to time assign to him.

     (C)  The  chief  operating  officer,  if one  be  elected,  shall  exercise
supervision over the business of the Corporation and over its several  officers,
subject,  however,  to the  oversight  of the chief  executive  officer  and the
president.  In the absence of the chairman of the board, chief executive officer
and president,  he shall preside at meetings of the shareholders.  He shall have
authority to sign all deeds, mortgages,  bonds,  agreements,  notices, and other
instruments  requiring his  signature;  and shall have all the powers and duties
prescribed by the Florida Business  Corporation Act and such others as the board
of directors may from time to time assign to him.

     SECTION 3. VICE PRESIDENT.  The vice presidents  shall have such powers and
duties as may from time to time be assigned  to them by the board of  directors,
the chief  executive  officer  or the  president.  At the  request  of the chief
executive  officer  or the  president,  or in  the  case  of  their  absence  or
disability, the vice president designated by the president (or in the absence of
such designation,  the vice president designated by the board) shall perform all
the duties of the president and, when so acting, shall have all the power of the
president.  The  authority  of  vice  president  to  sign  in  the  name  of the
Corporation  certificates for shares and deeds,  mortgages,  bonds,  agreements,
notices and other  instruments  shall be coordinate  with like  authority of the
chief executive officer and the president.

     SECTION  4.  SECRETARY.  The  secretary  shall,  keep  minutes  of all  the
proceedings of the shareholders and the board of directors and shall make proper
record of the same,  which  shall be attested by him;  shall have  authority  to
execute and deliver  certificates  as to any of such  proceedings  and any other
records of the  Corporation;  shall have authority to sign all  certificates for
shares and all deeds, mortgages, bonds, agreements,  notes and other instruments
to be executed by the Corporation which require his signature; shall give notice
of meetings of  shareholders  and  directors;  shall  produce on request at each
meeting  of   shareholders  a  certified  list  of   shareholders   arranged  in
alphabetical  order; shall keep such books and records as may be required by law
or by the board of directors; and, in general, shall perform all duties incident
to the office of  secretary  and such  other  duties as may from time to time be
assigned to him by the board of directors,  the chief  executive  officer or the
president.


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     SECTION 5. TREASURER.  The treasurer shall have general  supervision of all
finances of the Corporation;  he shall be in charge of all money,  bills, notes,
deeds, leases, mortgages and similar property belonging to the Corporation,  and
shall  do with the same as may from  time to time be  required  by the  board of
directors.  He shall  cause to be kept  adequate  and  correct  accounts  of the
business  transactions  of the  Corporation,  including  accounts of its assets,
liabilities, receipts, disbursements,  gains, losses, stated capital and shares,
together  with such other  accounts as may be  required;  and he shall have such
other powers and duties as may from time to time be assigned to him by the board
of directors, the chief executive officer or the president.

     SECTION 6. ASSISTANT AND SUBORDINATE  OFFICERS.  The board of directors may
elect such assistant and  subordinate  officers as it may deem  desirable.  Each
such officer  shall hold office at the  pleasure of the board of  directors  and
perform such duties as the board of directors or the chief executive  officer or
the  president  may  prescribe.  The board of directors  may, from time to time,
authorize any officer to appoint and remove subordinate  officers,  to prescribe
their authority and duties, and to fix their compensation.

     SECTION 7.  DUTIES OF  OFFICERS  MAY BE  DELEGATED.  In the  absence of any
officer of the  Corporation,  or for any other reason the board of directors may
deem  sufficient,  the board of directors may delegate,  for the time being, the
powers or duties,  or any of them,  of such  officers to any other officer or to
any director.

     SECTION 8. RESIGNATIONS AND REMOVALS. Any officer may resign at any time by
delivering his  resignation in writing to the chairman of the board, if any, the
chief  executive  officer,  or the  secretary  or to a  meeting  of the board of
directors.  Such resignation shall be effective upon receipt unless specified to
be effective at some other time, and without in either case the necessity of its
being accepted unless the resignation shall so state. The board of directors may
at any time  remove  any  officer  either  with or without  cause.  The board of
directors  may at any time  terminate or modify the  authority of any agent.  No
officer  resigning  and (except where a right to receive  compensation  shall be
expressly  provided in a duly authorized written agreement with the Corporation)
no officer removed shall have any right to any  compensation as such officer for
any period  following  his  resignation  or removal,  or any right to damages on
account of such removal, whether his compensation be by the month or by the year
or otherwise;  unless, in the case of a resignation,  the directors,  or, in the
case of  removal,  the  body  acting  on the  removal,  shall  in  their  or its
discretion provide for compensation.


                                   ARTICLE VI
                                 INDEMNIFICATION

     The Corporation shall indemnify its officers and directors,  and any former
officer or director, to the full extent permitted by law.



                                       -9-

<PAGE>



                                   ARTICLE VII
                             CERTIFICATES FOR SHARES

     SECTION 1. FORM AND  EXECUTION.  Certificates  for shares,  certifying  the
number of fully-paid  shares owned,  shall be issued to each shareholder in such
form as shall be approved by the board of directors.  Such certificates shall be
signed by the chairman or  vice-chairman  of the board of directors or the chief
executive officer,  the president or a vice president and by the secretary or an
assistant  secretary  or the  treasurer  or an  assistant  treasurer;  provided,
however,  that if such certificates are countersigned by a transfer agent and/or
registrar,  the  signatures  of  any  of  said  officers  and  the  seal  of the
Corporation  upon such  certificates  may be  facsimiles,  engraved,  stamped or
printed.  If any officer or officers who shall have signed,  or whose  facsimile
signature  shall have been  used,  printed  or  stamped  on any  certificate  or
certificates for shares, shall cease to be such officer or officers,  because of
death,  resignation or otherwise,  before such certificate or certificates shall
have been delivered by the Corporation,  such  certificate or  certificates,  if
authenticated by the endorsement thereon of the signature of a transfer agent or
registrar, shall nevertheless be conclusively deemed to have been adopted by the
Corporation  by the use and  delivery  thereof and shall be as  effective in all
respects as though signed by a duly elected, qualified and authorized officer or
officers,  and as though the person or persons  who signed such  certificate  or
certificates,  or whose facsimile  signature or signatures  shall have been used
thereon, had not ceased to be an officer or officers of the Corporation.

     SECTION 2.  REGISTRATION  OF TRANSFER.  Any  certificate  for Shares of the
Corporation  shall be  transferable  in person or by attorney upon the surrender
thereof to the  Corporation  or any transfer  agent  therefor  (for the class of
shares  represented  by  the  certificate  surrendered)  properly  endorsed  for
transfer and  accompanied by such assurances as the Corporation or such transfer
agent may require as to the  genuineness  and  effectiveness  of each  necessary
endorsement.

     SECTION 3. LOST, DESTROYED OR STOLEN CERTIFICATES.  A new share certificate
or certificates may be issued in place of any certificate  theretofore issued by
the  Corporation  which is alleged to have been lost,  destroyed  or  wrongfully
taken upon (1) the  execution  and  delivery  to the  Corporation  by the person
claiming the certificate to have been lost,  destroyed or wrongfully taken of an
affidavit  of the fact,  specifying  whether or not, at the time of such alleged
loss,  destruction  or  taking,  the  certificate  was  endorsed,  and  (2)  the
furnishing to the Corporation an indemnity and other assurances  satisfactory to
the Corporation and to all transfer agents and registrars of the class of shares
represented  by the  certificate  against  any and all losses,  damages,  costs,
expenses or  liabilities to which they or any of them may be subjected by reason
of the issue and delivery of such new  certificate or certificates or in respect
of the original certificate.

     SECTION 4.  REGISTERED  SHAREHOLDERS.  A person in whose name shares are of
record  on the  books  of the  Corporation  shall  conclusively  be  deemed  the
unqualified  owner and holder  thereof for all purposes and to have  capacity to
exercise all rights of ownership. Neither the Corporation nor any transfer agent
of the  Corporation  shall be bound to recognize  any  equitable  interest in or
claim to such shares on the part of any other  person,  whether  disclosed  upon
such certificate or otherwise, nor shall they be obliged to see to the execution
of any trust or obligation.


                                      -10-

<PAGE>




                                  ARTICLE VIII
                                   FISCAL YEAR

     The fiscal year of the Corporation shall commence on such date in each year
as shall be fixed from time to time by the board of directors.


                                   ARTICLE IX
                                      SEAL

     The board of directors may provide a suitable seal  containing  the name of
the Corporation. If deemed advisable by the board of directors,  duplicate seals
may be provided and kept for the purposes of the Corporation.

                                    ARTICLE X
                        CORPORATE RECORDS; SHAREHOLDERS'
                    INSPECTION RIGHTS; FINANCIAL INFORMATION

     SECTION 1. CORPORATE RECORDS.

     (A) The Corporation shall keep as permanent records minutes of all meetings
of its shareholders and board of directors, a record of all actions taken by the
shareholders  or board of  directors  without  a  meeting,  and a record  of all
actions  taken  by a  committee  of the  board of  directors  on  behalf  of the
Corporation.

     (B) The Corporation shall maintain accurate accounting records and a record
of its  shareholders  in a form that permits  preparation of a list of the names
and  addresses  of all  shareholders  in  alphabetical  order by class of shares
showing the number and series of shares held by each.

     (C) The Corporation shall keep a copy of: its articles or restated articles
of incorporation and all amendments to them currently in effect; these bylaws or
restated bylaws and all amendments  currently in effect;  resolutions adopted by
the board of  directors  creating  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;  the minutes of all shareholders'
meetings and records of all actions taken by shareholders  without a meeting for
the past three years;  written  communications to all shareholders  generally or
all shareholders of a class or series within the past three years, including the
financial  statements  furnished  for the last three years;  a list of names and
business  street  address of its current  directors and  officers;  and its most
recent annual report delivered to the Department of State.

     (D) The  Corporation  shall  maintain  its  records in  written  form or in
another form capable of conversion into written form within a reasonable time.

                                      -11-

<PAGE>




     SECTION 2.  SHAREHOLDERS'  INSPECTION  RIGHTS. A shareholder is entitled to
inspect and copy, during regular business hours at the  Corporation's  principal
officer,  any of the corporate records described in Section 1(C) of this Article
if the shareholder  gives the Corporation  written notice of the demand at least
five  business  days  before the date on which he wishes to inspect and copy the
records.

     A  shareholder  is entitled to inspect and copy,  during  regular  business
hours  at a  reasonable  location  specified  by  the  Corporation,  any  of the
following  records of the Corporation if the  shareholder  gives the Corporation
written  notice of his demand at least  five  business  days  before the date on
which he wishes to  inspect  and copy  provided:  (1) the demand is made in good
faith  and for a purpose  reasonably  related  to such  person's  interest  as a
shareholder;  (2) the shareholder  describes with reasonable  particularity  the
purpose and the records he desires to inspect;  and (3) the records are directly
connected  with the  purpose:  (a)  excerpts  from minutes of any meeting of the
board of  directors,  records  of any  action  of a  committee  of the  board of
directors  while  acting in place of the  board of  behalf  of the  Corporation,
minutes of any meeting of the  shareholders,  and records of action taken by the
shareholders or board without a meeting (to the extent not subject to inspection
under the  preceding  paragraph);  (b)  accounting  records;  (c) the  record of
shareholders; and (d) any other books and records of the Corporation.

     The  Corporation  may deny any demand for inspection if the demand was made
for an improper  purpose,  or if the  demanding  shareholder  has within the two
years preceding his demand, sold or offered for sale any list of shareholders of
the Corporation or of any other corporation,  has aided or abetted any person in
procuring any list of shareholders for that purpose,  or has improperly used any
information  secured  through  any  prior  examination  of  the  records  of the
Corporation or any other corporation.

     SECTION  3.  FINANCIAL  STATEMENTS  OF  SHAREHOLDERS.  Unless  modified  by
resolution of the  shareholders,  within 120 days after the close of each fiscal
year,  the  Corporation  shall furnish its  shareholders  with annual  financial
statements  which may be consolidated or combined  statements of the Corporation
and one or more of its  subsidiaries,  as  appropriate,  that  include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of cash flows for that year. If financial  statements are prepared for
the Corporation on the basis of generally accepted  accounting  principles,  the
annual financial statements must also be prepared on that basis.

     If  the  annual  financial   statements  are  reported  upon  by  a  public
accountant,  his report must  accompany  them.  If not, the  statements  must be
accompanied  by a statement of the president or the person  responsible  for the
Corporation's  accounting  records  stating his  reasonable  belief  whether the
statements  were  prepared  on  the  basis  of  generally  accepted   accounting
principles  and, if not,  describing the basis of preparation and describing any
respects in which the  statements  were not  prepared  on a basis of  accounting
consistent with the statements prepared for the preceding year.

                                      -12-

<PAGE>


     The  Corporation  shall  mail  the  annual  financial  statements  to  each
shareholder  within 120 days after the close of each  fiscal year or within such
additional time thereafter as is reasonably  necessary to enable the Corporation
to prepare its financial  statements  if, for reasons  beyond the  Corporation's
control, it is unable to prepare its financial  statements within the prescribed
period. Thereafter, on written request from a shareholder who was not mailed the
statements,   the  Corporation  shall  mail  him  the  latest  annual  financial
statements.

     SECTION 4. OTHER REPORTS TO SHAREHOLDERS. If the Corporation indemnifies or
advances expenses to any director,  officer, employee or agent otherwise than by
court order or action by the shareholders or by an insurance carrier pursuant to
insurance  maintained  by the  Corporation,  the  Corporation  shall  report the
indemnification  or advance in  writing to the  shareholders  with or before the
notice of the next annual shareholders'  meeting, or prior to the meeting if the
indemnification  or advance  occurs  after the giving of the notice but prior to
the time the annual  meeting is held.  This  report  shall  include a  statement
specifying  the persons paid, the amounts paid, and the nature and status at the
time of such payment of the litigation or threatened litigation.

     If the  Corporation  issues or  authorities  the  issuance  of  shares  for
promises to render  services  in the future,  the  Corporation  shall  report in
writing to the shareholders the number of shares  authorized or issued,  and the
consideration received by the Corporation, with or before the notice of the next
shareholders' meeting.


                                   ARTICLE XI
                                   AMENDMENTS

     These bylaws may be altered,  amended or repealed,  and new bylaws adopted,
by the board of directors or shareholders.

     I certify  that the  foregoing  bylaws are the bylaws of Whitman  Education
Group, Inc. a Florida corporation, as of November 6, 1998.


                                         /S/ RICHARD B. SALZMAN
                                         ---------------------------------------
                                             RICHARD B. SALZMAN, SECRETARY

                                      -13-