STATE OF DELAWARE
                                                       SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                     FILED 09:00 AM 09/21/2001
                                                        010468368 - 2706480

                      AMENDED AND RESTATED
                  CERTIFICATE OF INCORPORATION
                               OF
     ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC.

                     a Delaware corporation

     English Language Learning and Instruction System, Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "General Corporation Law") hereby certifies as follows:

     1.   The name of this corporation is English Language Learning and
Instruction System, Inc. and the original Certificate of Incorporation was
filed with the Secretary of State of the State of Delaware (the "Secretary of
State") on January 17, 1997 (the original name of the corporation at that was
Lone Oak, Inc.); a certificate of merger affecting the corporation was filed
with the Secretary of State on June 1, 1998; a certificate of amendment was
filed with the Secretary of State on July 23,1999;  and a certificate of
amendment changing the name of the corporation to "Politics.com, Inc.,"
was filed with the Secretary of State on July 27, 1999; and a certificate of
amendment changing the name of the corporation to its present name was filed
with the Secretary of State on January 25, 2001; and a certificate of merger
was filed on September 17, 2001 (as amended, the "Original Certificate of
Incorporation").
Certificate

     2.    This Amended and Restated Certificate of Incorporation set forth
below was duly adopted in accordance with the provisions of Sections 242 and
245 of the General Corporation Law and has been consented to in writing by the
stockholders, and written notice has been given, in accordance with Section
228 of the General Corporation Law. This Amended and Restated Certificate of
Incorporation restates and integrates and further amends the provisions of the
Original Certificate of Incorporation of this corporation.

     3.   The text of the Original Certificate of Incorporation of this
corporation is hereby amended and restated in its entirety to read as follows:

                            ARTICLE I

     The name of this corporation is English Language Learning and Instruction
System, Inc.


                            ARTICLE II

     The address of the registered office of this corporation in the State of
Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400,
Wilmington, County of New Castle, DE 19808. The name of its registered agent
at such address is Corporation Service Company.


                           ARTICLE III

<PAGE>

     The nature of the business or purposes to be conducted or promoted by
this corporation is to engage in any lawful act or activity for which
corporations maybe organized under the General Corporation Law of Delaware.


                            ARTICLE IV

     This corporation is authorized to issue two classes of stock, to be
designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares that this corporation is authorized to issue is 70,000,000,
with a par value of $0.00001 per share. The number of shares of Common Stock
authorized to be issued is 50,000,000. The number of shares of Preferred Stock
authorized to be issued is 20,000,000, of which 1,000,000 shares shall be
designated "Series A Preferred Stock." The Board of Directors, by resolution,
may fix the designation and number of shares of any series, and may determine,
alter, or revoke the rights, preferences, privileges or restrictions
pertaining to any wholly unissued series, subject to Section 5 of this Article
IV. The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is hereby authorized, within the limitations and
restrictions stated in this Amended and Restated Certificate of Incorporation,
to fix the rights, preferences, privileges and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock, and the number of
shares constituting any such series and the designation thereof, or any of
them; and to increase or decrease the number of shares of any series prior or
subsequent to the issue of shares of that series, but not below the number of
shares of such series then outstanding.

     This corporation shall from time to time in accordance with the laws of
the State of Delaware increase the authorized amount of its Common Stock if at
any time the number of shares of Common Stock remaining unissued and available
for issuance shall not be sufficient to permit conversion of the Series A
Preferred Stock.

     The relative rights, preferences, privileges and restrictions granted to
or imposed upon the respective classes and series of shares of capital stock
or the holders thereof are as set forth below.

     1.  Dividends.

         (a) The holders of the then outstanding shares of Series A Preferred
Stock shall be entitled to receive prior, and in preference to, the holders of
any other class or series of capital stock of the Company (including other
series or classes of Preferred Stock), dividends (the "Series A Dividend") at
a rate of twelve percent (12%) per year, compounded annually, of the Series A
Preferred Original Issue Price (as defined below) out of assets of this
corporation legally available for distribution (i) payable upon conversion of
the Series A Preferred Stock into shares of Common Stock, (ii) mandatorily
payable upon a Liquidation Event, or (iii) when, as and if declared by the
Board of Directors. The right to dividends on shares of the Series A Preferred
Stock shall be cumulative, and such dividends shall begin to accrue on the
date such shares are issued and outstanding and shall accrue regardless of
whether there are profits, surplus or other funds of this corporation legally
available for payment of dividends.

         (b)  At the election of the majority of the holders of Series A
Preferred Stock, the Series A Dividend may be paid in cash, in shares of
Common Stock or in a combination of cash and

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<PAGE>

shares of Common Stock; provided that no fractional share of Common Stock
shall be issued in payment of any portion of the Series A Dividend. If the
holders of Series A Preferred Stock elect to receive all or any portion of the
Series A Dividend in shares of Common Stock, such shares shall be valued based
on the Average Closing Price as of the date on which the Board authorizes
issuance of such shares. "Average Closing Price" shall mean, as of any
particular date:

            (i)  if the Common Stock is then traded on a securities exchange
(specifically including the NASDAQ National Market), the average of the
closing prices of the Common Stock on such securities exchange over the thirty
(30) trading days ending three (3) trading days prior to such date, as
reported in The Wall Street Journal - Eastern Edition listing for each such
day (corrected for obvious typographical errors);

            (ii)  if the Common Stock is then traded over-the-counter, the
average of the closing bid or sale prices (whichever are applicable) over the
thirty (30) trading days ending three (3) trading days prior to such date as
reported in The Wall Street Journal - Eastern Edition listing for each such
day (corrected for obvious typographical errors); and

            (iii) if there is no active public market for the Common Stock,
the value shall be the fair market value thereof, as determined in good faith
by the Board of Directors.

         (c) In addition the dividend rights set forth in paragraphs 1(a) and
1(b) above, each holder of then outstanding shares of each Series A Preferred
Stock shall be entitled to share ratably with the holders of Common Stock in
all dividends or other distributions declared and paid on the Common Stock,
other than those payable solely in shares of Common Stock (which shall have
the effects described in Section 3(e)(iii)(1)), on the basis that such holder
held, on the record date for such dividend or distribution, the number of
shares of Common Stock into which such holder's shares would have been
convertible on such date upon exercise of the Conversion Rights described in
Section 3.

     2.  Liquidation Preference.

         (a)  Upon the occurrence of any (i) liquidation, Deemed liquidation
(as defined in Section 2(d) below) dissolution or winding up of this
corporation, whether voluntary or involuntary (any of the foregoing including
a Deemed Liquidation being a "Liquidation Event"), the holders of  Series A
Preferred Stock shall be entitled to receive, prior and in preference to any
distribution of any of the assets or funds of this corporation to the holders
of the Common Stock by reason of their ownership thereof, an amount per share
equal to $3.00 for each outstanding share of Series A Preferred Stock
(appropriately adjusted in each case for any recapitalizations, stock
combinations, stock dividends, stock splits and the like) (the "Series A
Preferred Original Issue Price") plus an amount equal to all accrued but
unpaid dividends on the Series A Preferred Stock held by them (collectively,
with the Series A Preferred Original Issue Price, the "Series A Preferred
Liquidation Amount").  If upon the occurrence of a Liquidation Event, the
assets and funds of this corporation legally available for distribution to
stockholders by reason of their ownership of the stock of this  corpor/ation
shall be insufficient to permit the payment to such holders of Series A
Preferred Stock of the full Series A Preferred Liquidation Amount, as
applicable, then the entire assets and funds of this corporation legally
available for distribution to holders of Series A Preferred Stock shall be


                               -3-
distributed ratably among the holders of the Series A Preferred Stock in
proportion to the Series A Preferred Liquidation Amount each holder is
otherwise entitled to receive.

         (b) Upon a Deemed Liquidation (as defined below), a majority of then
outstanding shares of Series A Preferred Stock, may, in lieu of receiving the
Series A Preferred Liquidation Amount, elect to convert their shares of Series
A Preferred Stock into Common Stock and receive the consideration and other
securities and property provided for under the terms of the Deemed Liquidation
pro rata along with all other holders of Common Stock.

         (c)  After payment in full has been made to the holders of the Series
A Preferred Stock of the full amounts to which they shall be entitled as
provided in Sections 2(a) or 2(b), the entire remaining assets and funds of
this corporation legally available for distribution to  stockholders, if any,
shall be distributed among the holders of the Common Stock in proportion to
the number of shares of Common Stock held by them. Shares of Series A
Preferred Stock shall be entitled to be converted into shares of Common Stock
in order to participate in any distribution as shares of Common Stock.

          (d)  A consolidation or merger of this corporation with or into any
other corporation or other entity, or a sale, lease, conveyance or other
disposition (whether in one transaction or a series of related transactions)
of all or substantially all of the assets of this corporation, or the
effectuation by this corporation of any other transaction or series of related
transactions, in each such case (other than the sale, lease or other
disposition of all or substantially all of the assets) as a result of which
the owners of this corporation's outstanding voting securities immediately
prior thereto do not own at least a majority of the outstanding voting
securities of the surviving, resulting or consolidated entity (each such
event(s) being a "Deemed Liquidation"), shall be deemed to be a liquidation,
dissolution or winding up of this corporation.

         (e)  If any of the assets of this corporation are to be distributed
under this Section 2, or for any purpose (other than in the ordinary course of
business), in a form other than cash, then the Board of Directors shall
promptly and reasonably determine in good faith the fair market value of the
assets to be distributed to the holders of Series A Preferred Stock or Common
Stock.

         Any securities shall be valued as follows:

             (i) Securities not subject to restrictions on free marketability
covered by (ii) below shall be valued in accordance with Sections 1(b)(i)-
(iii);

             (ii) The method of valuation of securities subject to
restrictions on free marketability (other than restrictions arising solely by
virtue of a shareholder's status as an affiliate or former affiliate) shall be
to make appropriate discount from the market value determined in (i) above to
reflect the approximate fair market value thereof, as determined by the Board
of Directors. This corporation shall, upon receipt of such determination, give
prompt written notice of the determination to each holder of shares of Series
A Preferred Stock or Common Stock.

     3. Conversion.  The holders of the Series A Preferred Stock shall have
conversion rights as follows (the "Conversion Rights"):

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<PAGE>

<PAGE>
         (a)  Right to Convert-Series A Preferred. Each share of Series A
Preferred Stock shall be convertible, at the option of the holder thereof, at
any time after the date of issuance of such share, at the office of this
corporation or any transfer agent for such series of Series A Preferred Stock,
into such number of fully paid and nonassessable shares of Common Stock as is
determined by dividing the Series A Preferred Original Issue Price by the
Series A Conversion Price (as hereinafter defined) at the time in effect for a
share of such series of Series A Preferred Stock (the "Series A Conversion
Rate").  The Series A Preferred Original Issue Price per share of Series A
Preferred Stock is $3.00. The Conversion Price per share of Series A Preferred
Stock initially shall be $3.00 (the "Series A Conversion Price"), subject to
adjustment from time to time as provided below.

         (b)  Mandatory Conversion. At any time after one year from the date
the Series A Preferred is issued, the corporation may force each share of
Series A Preferred Stock to be automatically converted into shares of Common
Stock at the Series A Conversion Rate at the time in effect for such series of
Series A Preferred Stock, so long as the corporation has filed and maintained
a "shelf" registration pursuant to Rule 415 of the Securities Act of 1933, as
amended (the "Act"), and such "shelf" registration is then currently
effective; and one of the following two conditions has been satisfied:

            (i) The average closing price (as determined by Section 1(b)(i)
above) of Common Stock for the preceding forty-five (45) trading days exceeds
$8.00 per share; or

            (ii) The corporation completes an underwritten public offering
with proceeds to the Company in excess of $15 million.

         (c)  Mechanics of Conversion. Before any holder of Series A Preferred
Stock shall be entitled to convert the same into shares of Common Stock, such
holder shall surrender the certificate or certificates therefor, duly
endorsed, at the office of this corporation or of any transfer agent for such
Series A Preferred Stock and shall give written notice by mail, postage
prepaid, to this corporation at its principal corporate office, of the
election to convert the same and shall state therein the name or names in
which the certificate or certificates for shares of Common Stock are to be
issued.

         (d)  Fractional Shares. In lieu of any fractional shares to which the
holder of the Series A Preferred Stock would otherwise be entitled, this
corporation shall pay cash equal to such fraction multiplied by the Average
Closing Price of one share of Common Stock as determined in accordance with
Section 1(b) above. Whether or not fractional shares are issuable upon such
conversion shall be determined on the basis of the total number of shares of
Series A Preferred Stock of each holder at the time converting into Common
Stock and the number of shares of Common Stock issuable upon such aggregate
conversion.

        (e) Adjustment of Conversion Price. The Conversion Price of the Series
A Preferred Stock shall be subject to adjustment from time to time as follows:

            (i)  Special Definitions. For purposes of this Section 3(e), the
following definitions shall apply:

                               -5-
<PAGE>

                 (1) "Options" shall mean rights, notes, options or warrants
to subscribe for, purchase or otherwise acquire either Common Stock or
Convertible Securities.

                 (2) "Convertible Securities" shall mean any evidences of
indebtedness, shares or other securities convertible into or exchangeable for
Common Stock.

                 (3) "Additional Shares of Common" shall mean all shares of
Common Stock issued (or, pursuant to Section 3(e)(iii), deemed to be issued)
by this corporation after the Original Issue Date, other than shares of Common
Stock issued or issuable:

                     (A) to officers, directors or employees of, or
consultants to, this corporation or its subsidiaries pursuant to that certain
2000 Stock Plan approved by the Board of Directors on or about the Original
Issue Date (the "Stock Plan");

                     (B) upon conversion of shares of the Series A Preferred
Stock;

                     (C) as a dividend or other distribution on the Series A
Preferred Stock (so long as on a pro rata basis to all holders of such
Series);

                     (D) in a transaction described in Section 3(e)(iii).

                 (4) "Original Issue Date" shall mean the date on which the
first share of Series A Preferred Stock was issued.

            (ii)  No Adjustment of Conversion Price. Any provision herein to
the contrary notwithstanding, no adjustment in the Series A Conversion Price
of a particular share of Series A Preferred Stock shall be made in respect of
the issuance of Additional Shares of Common unless the consideration per share
(determined pursuant to Section 3(e) hereof) for an Additional Share of Common
issued or deemed to be issued by this corporation is less than the Series A
Conversion Price, in effect on the date of, and immediately prior to, such
issue, for such share of Series A Preferred Stock.

            (iii) Deemed Issue of Additional Shares of Common. In the event
this corporation at any time or from time to time after the Original Issue
Date shall issue any Options or Convertible Securities or shall fix a record
date for the determination of holders of any class of securities entitled to
receive any such Options or Convertible Securities, then the maximum number of
shares (as set forth in the instrument relating thereto without regard to any
provisions contained therein designed to protect against dilution) of Common
Stock issuable upon the exercise of such Options or, in the case of
Convertible Securities and Options therefor, the exercise of such Options and
conversion or exchange of such Convertible Securities, shall be deemed to be
Additional Shares of Common issued as of the time of such issue or, in case
such a record date shall have been fixed, as of the close of business on such
record date; provided, however, that Additional Shares of Common shall not be
deemed to have been issued unless the consideration per share (determined
pursuant to Section 3(e) hereof) of such Additional Shares of Common would be
less than the Series A Conversion Price in effect on the date of and
immediately prior to such issue, or such record date, as the case may be; and
provided further that in any such case in which Additional Shares of Common
are deemed to be issued:

                               -6-
<PAGE>

                 (1) no further adjustment in the Series A Conversion Price
shall be made upon the subsequent issue of Convertible Securities or shares of
Common Stock upon the exercise of such Options or conversion or exchange of
such Convertible Securities;

                 (2) if such Options or Convertible Securities by their terms
provide, with the passage of time or otherwise, for any increase or decrease
in the consideration payable to this corporation, or increase or decrease in
the number of shares of Common Stock issuable, upon the exercise, conversion
or exchange thereof, the Series A Conversion Price computed upon the original
issue thereof (or upon the occurrence of a record date with respect thereto),
and any subsequent adjustments based thereon, shall, upon any such increase or
decrease becoming effective, be recomputed to reflect such increase or
decrease insofar as it affects such Options or the rights of conversion or
exchange under such Convertible Securities; provided, however that no
adjustment of the Series A Conversion Price or shares of Series A Preferred
Stock, shall affect Common Stock previously issued upon conversion of Series A
Preferred Stock;

                 (3) upon the expiration of any such Options or any rights of
conversion or exchange under such Convertible Securities which shall not have
been exercised, the Series A Conversion Price computed upon the original issue
thereof or upon the occurrence of a record date with respect thereto, and any
subsequent adjustments based thereon, shall, upon such expiration, be
recomputed (provided that no such recomputation shall affect Common Stock
previously issued upon conversion of Series A Preferred Stock) as if:

                     (A) in the case of Convertible Securities or Options for
Common Stock, the only Additional Shares of Common issued were the shares of
Common Stock, if any, actually issued upon the exercise of such Options or the
conversion or exchange of such Convertible Securities, and the consideration
received therefor was the consideration actually received by this corporation
for the issue of all such Options, whether or not exercised, plus the
consideration actually received by this corporation upon such exercise, or for
the issue of all such Convertible Securities, which were actually converted or
exchanged, plus the additional consideration, if any, actually received by
this corporation upon such conversion or exchange; and

                     (B) in the case of Options for Convertible Securities,
only the Convertible Securities, if any, actually issued upon the exercise
thereof were issued at the time of issue of such Options, and the
consideration received by this corporation for the Additional Shares of Common
deemed to have been then issued was the consideration actually received by
this corporation for the issue of all such Options, whether or not exercised,
plus the consideration deemed to have been received by this corporation
(determined pursuant to Section 3(e)) upon the issue of the Convertible
Securities with respect to which such Options were actually exercised; and

                 (4) no readjustment pursuant to clause (2) or (3) above or
(iv) below shall have the effect of increasing the Series A Conversion Price
to an amount which exceeds the lower of (1) the Series A Conversion Price on
the original adjustment date, or (2) the Series A Conversion Price that would
have resulted from any issuance of Additional Shares of Common between the
original adjustment date and such readjustment date;

            (iv) Adjustment of Conversion Price Upon Issuance of Additional
Shares Of Common.  In the event this corporation shall issue Additional Shares
of Common (including


                               -7-
<PAGE>


Additional Shares of Common deemed to be issued pursuant to Section 3(e)(iii))
without consideration or for a consideration per share less than the Series A
Conversion Price in effect on the date of and immediately prior to such issue,
then and in each such event, such Series A Conversion Price shall be reduced,
concurrently with such issue, to the lowest price per share at which any such
Additional Shares of Common are issued.

         (f)  Determination of Consideration. For purposes of this Section
3(e), the consideration received by this corporation for the issue of any
Additional Shares of Common shall be computed as follows:

            (i) Cash and Property. Such consideration shall:

                 (1) insofar as it consists of cash, be computed at the
aggregate amount of cash received by this corporation after deducting any
commissions paid by this corporation with respect to such issuance and
excluding amounts paid or payable for accrued interest or accrued dividends;

                 (2) insofar as it consists of property other than cash, be
computed at the fair value thereof at the time of such issue, as determined in
the good faith by the Board of Directors; and

                 (3) in the event Additional Shares of Common are issued (or,
pursuant to Section 3(e)(iii), deemed to be issued) together with other shares
or securities or other assets of this corporation for consideration which
covers both, be the proportion of such consideration so received, computed as
provided in clauses (A) and (B) above, as determined in good faith by the
Board of Directors.

            (ii)  Options and Convertible Securities. The consideration per
share received by this corporation for Additional Shares of Common deemed to
have been issued pursuant to Section 3(e)(iii), relating to Options and
Convertible Securities, shall equal the quotient determined by dividing:

                 (1) the total amount, if any, received or receivable by this
corporation as consideration for the issue of such Options or Convertible
Securities, plus the minimum aggregate amount of additional consideration (as
set forth in the instruments relating thereto, without regard to any provision
contained therein designed to protect against dilution) payable to this
corporation upon the exercise of such Options or the conversion or exchange of
such Convertible Securities, or in the case of Options for Convertible
Securities, the exercise of such Options for Convertible Securities and the
conversion or exchange of such Convertible Securities, by

                 (2) the maximum number of shares of Common Stock (as set
forth in the instruments relating thereto, without regard to any provision
contained designed to protect against dilution) issuable upon the exercise of
such Options, or the conversion or exchange of such Convertible Securities.

            (iii) Other Adjustments to Conversion Price. The Series A
Conversion Price shall also be subject to adjustment from time to time as
follows:

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<PAGE>

                 (1) Adjustments for Subdivisions or Combinations of Common
Stock. In the event the outstanding shares of Common Stock shall be subdivided
by stock split, stock dividend, reclassification or otherwise, into a greater
number of shares of Common Stock or this corporation declares a dividend
payable in any right to acquire Common Stock for no consideration, the Series
A Conversion Price immediately prior to such event shall, concurrently with
the effectiveness of such subdivision, be proportionately decreased. In the
event the outstanding shares of Common Stock shall be combined or consolidated
by reclassification or otherwise into a lesser number of shares of Common
Stock and the Series A Conversion Price then in effect shall, concurrently
with the effectiveness of such combination or consolidation, be
proportionately increased.

                 (2) Adjustments for Stock Dividends and Other Distributions.
In the event this corporation makes, or fixes a record date for the
determination of holders of Common Stock entitled to receive any distribution
(excluding repurchases of securities by this corporation not made on a pro
rata basis) payable in property or in securities of this corporation other
than shares of Common Stock, and other than as otherwise adjusted for in this
Section 3 or as provided in Section 1 in connecection with a dividend, then
and in each such event the holders of the Series A Preferred Stock shall
receive, at the time of such distribution, the amount of property or the
number of securities of this corporation that they would have received had
their Series A Preferred Stock been converted into Common Stock on
the date of such event.

                 (3) Adjustments for Reorganizations, Reclassifications or
Similar Events. If the Common Stock shall be changed into the same or a
different number of shares of any other class or classes of stocks, whether by
capital reorganization, reclassification or otherwise (other than a
subdivision or combination of shares provided for in subsections (1) or (2)
above, or a Change of Control referred to in Section 2(c) above) then the
Series A Conversion Price then in effect shall, concurrently with the
effectiveness of such reorganization or reclassification, be
proportionately adjusted so that each share of Series A Preferred Stock shall
thereafter be convertible into the number of shares of such other class or
classes of stock or the number of shares of Common Stock of this corporation
deliverable upon conversion of such share of Series A Preferred Stock
immediately before such reorganization, reclassification or other event.

            (iv) Miscellaneous.

                 (1) All calculations under this Section 3(e) shall be made to
the nearest cent or to the nearest one hundredth (1/100) of a share, as the
case may be.

                 (2) No adjustment in the Series A Conversion Price need be
made if such adjustment would result in a change in such Series A Conversion
Price of less than $0.01. Any adjustment of less than $0.01 which is not made
shall be carried forward and shall be made at the time of and together with
any subsequent adjustment which, on a cumulative basis, amounts to an
adjustment of $0.01 or more in such Series A Conversion Price.

         (g) No Impairment. This corporation will not, by amendment of this
Amended and Restated Certificate of Incorporation or through any
reorganization, recapitalization, transfer of assets, consolidation, merger,
dissolution, issue of sale of securities or any other voluntary action,  avoid
or seek to avoid the observance or performance of any of the terms to be
observed or

                               -9-
<PAGE>

performed hereunder by this corporation, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 3 and the
taking of all such actions as may be necessary or appropriate in order to
protect the Conversion Rights of the holders of Series A Preferred Stock
against impairment.

         (h) Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the Series A Conversion Price pursuant to this
Section 3, this corporation, at its expense, shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and prepare and
furnish to each holder of Series A Preferred Stock, a certificate executed by
this corporation's President or Chief Executive Officer setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based. This corporation shall, upon the written
request at any time of any holder of Series A Preferred Stock, furnish or
cause to be furnished to such holder a like certificate setting forth (A) such
adjustment and readjustment, (B) the Series A Conversion Price at the time in
effect, and (C) the number of shares on Stock and the amount, if any, of other
property that at the time would be received upon the conversion of such
holder's Series A Preferred Stock.

         (i)  Notices of Record Date. In the event that this corporation shall
propose at any time:

            (i)  to declare any dividend or distribution upon its Common
Stock, whether in cash, property, stock or other securities, whether or not a
regular cash dividend and whether or not out of earnings or earned surplus;

            (ii) to offer for subscription pro rata to the holders of any
class or series of its stock any additional shares of stock of any class or
series or other rights; or

            (iii) to effect any reclassification or recapitalization of its
Common Stock outstanding involving a change in the Common Stock;

            then, in connection with each such event, this corporation shall
send to the holders of the Series A Preferred Stock: (1) at least twenty (20)
days' prior written notice of the date on which a record shall be taken for
such dividend, distribution or subscription rights (and specifying the date on
which holders of Common Stock shall be entitled thereto) or for determining
rights to vote in respect of the matters referred to in (iii) above; (2) in
the case of the matters referred to in (iii) above, at least twenty (20) days'
prior written notice of the date when the same shall take place (and
specifying the date on which the holders of Common Stock shall be entitled to
exchange their Common Stock for securities or other property deliverable upon
the occurrence of such event).

         (j) Issue Taxes. This corporation shall pay any and all issue and
other taxes that may be payable in respect of any issue or delivery of shares
of Common Stock on conversion of Series A Preferred Stock pursuant hereto;
provided, however, that this corporation shall not be obligated to pay any
transfer taxes resulting from any transfer requested by any holder in
connection with any such conversion.

         (k) Reservation of Stock Issuable Upon Conversion. This corporation
shall at all times reserve and keep available out of its authorized but
unissued shares of Common Stock solely for the purpose of effecting the
conversion of the shares of the Series A Preferred Stock such number

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<PAGE>

of its shares of its Common Stock as shall from time to time be sufficient to
effect the conversion of all outstanding shares of the Series A Preferred
Stock; and if at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to effect the conversion of all then
outstanding shares of the Series A Preferred Stock, in addition to such other
remedies as shall be available to the holder of such Series A Preferred Stock,
this corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall  be sufficient for such purposes.

         (l) Notices. Any notice required by the provisions of this Section 3
to be given to the holders of shares of Series A Preferred Stock shall be
deemed given if delivered by confirmed facsimile or electronic transmission
(with duplicate original sent by United States mail) or three business days
after such notice is deposited in the United States certified mail (return
receipt requested), postage prepaid, and addressed correctly to each holder of
record at his address or facsimile number appearing on the books of this
corporation.

     4. Voting Rights. The stockholders of this corporation shall have voting
rights as follows:

         (a) Except as otherwise required by law or as otherwise set forth
herein, each holder of Common Stock shall have one vote for each share of
Common Stock so held, and each holder of Series A Preferred Stock shall be
entitled to the number of votes equal to the number of shares of Common Stock
into which the shares of Series A Preferred Stock so held could be converted
at the record date for determination of the stockholders entitled to vote, or,
if no such record date is established, at the date such vote is taken or any
written consent of stockholders is solicited. Except as required by law or as
otherwise set forth herein, all shares of Series A Preferred Stock and all
shares of Common Stock shall vote together as a single class on all matters to
come before the stockholders of this corporation.

         (b) The holders of Series A Preferred Stock, voting as a separate
class, shall be entitled to elect one of this corporation's seven (7)
directors (the "Series A Director"). The Series A Director shall be elected at
the annual meeting or at any special meeting of holders of Series A Preferred
Stock called by holders of 10% or more of the outstanding shares of Series A
Preferred Stock, or by the written consent of such holders. If a person
elected by the holders of Series A Preferred Stock should cease to be a
director for any reason, the vacancy shall only be filled by the vote of a
majority or written consent of the outstanding shares of Series A Preferred
Stock.

     5. Series A Protective Provisions. This corporation shall not, without
first obtaining the approval (by vote or written consent, as provided by law)
of at least 66.67% of the then outstanding shares of Series A Preferred Stock,
voting together as a single class (except as required by law), on an
as-converted basis:

            (i) alter or change the rights, preferences or privileges of the
Series A Preferred Stock;

            (ii) increase or decrease the authorized number of shares of
Common Stock or Series A Preferred Stock;


                               -11-

<PAGE>

            (iii) authorize, designate, create or issue, or obligate itself to
issue, through reclassification or otherwise, any new class or series of stock
or any other securities convertible into equity securities of this corporation
with rights, preferences or privileges senior to, or on parity with, those of
the Series A Preferred Stock or issue a number of shares of Series A Preferred
Stock in excess of 1,000,000;

            (iv) redeem, purchase or otherwise acquire (or pay into or set
aside for a sinking fund for such purpose) any of the equity securities of
this corporation (including Options and Convertible Securities and Series A
Preferred Stock);

            (v) amend or repeal any provision of, or add any provision to,
this corporation's Amended and Restated Certificate of Incorporation or Bylaws
if such action would change adversely the preferences, rights, privileges or
powers of, or restrictions provided for the benefit of, the Series A Preferred
Stock;

            (vi) take any action that would be a Deemed Liquidation with net
proceeds to holders of the Series A Preferred Stock less than the Series A
Preferred Accrued Liquidation Amount;

            (vii) consent to any voluntary dissolution, recapitalization,
liquidation or winding up of the corporation;

            (viii) pay or declare any dividends;

            (ix) increase the number of shares of capital stock of this
corporation issued or reserved for issuance to officers, directors, or
employees of, or consultants to, this corporation pursuant to the 2000 Stock
Plan;

            (x) increase the size of the Board of Directors to more than seven
(7) members;

            (xi) materially change the nature of the corporation's business;

            (xii) incur indebtedness or guarantee the debt of another person
or entity such that this corporation's aggregate debt (including, without
limitation, guaranteed debt) exceeds $5,000,000; or

            (xiii) take any action that results in any corporation expenditure
or commitment (including but not limited to debt repayments, acquisitions, and
joint ventures) in excess of $5,000,000 to the extent that such expenditure or
commitment has not been previously approved by this corporation's Board of
Directors, including the Series A Director.

     6. No Reissuance of Preferred Stock. No share or shares of Series A
Preferred Stock, acquired by this corporation by reason of redemption,
purchase, conversion or otherwise shall be reissued, and all such shares shall
be cancelled, retired and eliminated from the shares which this corporation
shall be authorized to issue.

                               -12-
<PAGE>

                            ARTICLE V

     To the fullest extent permitted by the General Corporation Law as the
same exists or as may hereafter be amended, a director of this corporation
shall not be personally liable to this corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.

     This corporation shall indemnify to the fullest extent permitted by law
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative by reason of the fact
that he, his testator or intestate is or was a director or officer of this
corporation or any predecessor of this corporation or serves or served at any
other enterprise as a director, officer or employee at the request of this
corporation or any predecessor to this corporation.

     Neither any amendment nor repeal of this Article V, nor the adoption of
any provision of this Amended and Restated Certificate of Incorporation
inconsistent with this Article V, shall eliminate or reduce the effect of this
Article V, in respect of any matter occurring, or any cause of action, suit,
claim or proceeding that, but for this Article V, would accrue or arise, prior
to such amendment, repeal or adoption of an inconsistent provision.

                            ARTICLE VI

     This corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation,
in the manner now or hereafter prescribed by statute or this Amended and
Restated Certificate of Incorporation, and subject to the rights, preferences
and privileges granted herein to the stockholders of this corporation.

     The number of shares of Common Stock may be increased or decreased (but
not below the number of shares then outstanding) by an affirmative vote of the
holders of a majority of the voting stock of this corporation, voting on an as
converted basis, subject to provisions of Article IV, Section 5.

                           ARTICLE VII

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the Bylaws of this corporation, subject to the provisions of Article IV,
Section 5.

                           ARTICLE VIII

     The number of directors which constitute the whole Board of Directors of
this corporation shall be as specified in the Bylaws of this corporation.

                            ARTICLE IX

     Elections of directors need not be by written ballot unless the Bylaws of
this corporation shall so provide.

                            ARTICLE X

                               -13-
<PAGE>


     Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide.  The books of this corporation may be
kept (subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of this corporation.

                           ARTICLE XI

     This corporation is to have perpetual existence.
                               ***


























                               -14-
<PAGE>

      I hereby declare and certify under penalty of perjury under the laws of
the State of Delaware that  the facts set forth in the foregoing certificate
are true and correct of my own knowledge and that this certificate is my act
and deed.

      IN WITNESS WHEREOF this Amended and Restated Certificate of
Incorporation has been signed by the sole director of this corporation this
20th day of September,  2001.

                             /s/ Timothy Otto
                             -------------------------------------
                             Name : Timothy Otto
                             Office: President and CEO





                               -15-

<PAGE>

                        State of Delaware

                 Office of the Secretary of State

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "ENGLISH LANGUAGE LEARNING AND INSTRUCTION SYSTEM, INC." FILED
IN THIS OFFICE ON THE TWENTY-FIRST DAY OF SEPTEMBER, A.D. AT 9 O'CLOCK A.M.
     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.


[STAMPED WITH THE SEAL
OF THE STATE OF DELAWARE]

/s/ Harriet Smith Windsor
__________________________________________
Harriet Smith Windsor, Secretary of State

AUTHENTICATION: 1352882

DATE: 09-21-01