BYLAWS

                                       OF

                       KNOWLEDGE KIDS ENTERPRISES, INC.,

                             A DELAWARE CORPORATION
<PAGE>
<TABLE>
<S>                                                                             <C>
ARTICLE I OFFICES.............................................................  1
      Section 1.1 Registered Office...........................................  1
      Section 1.2 Other Offices...............................................  1
ARTICLE II MEETINGS OF STOCKHOLDERS...........................................  1
      Section 2.1 Place of Meetings...........................................  1
      Section 2.2 Annual Meeting of Stockholders..............................  1
      Section 2.3 Quorum:  Adjourned Meetings and Notice Thereof..............  1
      Section 2.4 Voting......................................................  2
      Section 2.5 Proxies.....................................................  2
      Section 2.6 Special Meetings............................................  2
      Section 2.7 Notice of Stockholder's Meetings............................  2
      Section 2.8 Maintenance and Inspection of Stockholder List..............  2
      Section 2.9 Stockholder Action by Written Consent Without a Meeting.....  2
ARTICLE III DIRECTORS.........................................................  3
      Section 3.1 Number, Election and Tenure.................................  3
      Section 3.2 Vacancies...................................................  3
      Section 3.3 Powers......................................................  3
      Section 3.4 Directors' Meetings.........................................  3
      Section 3.5 Regular Meetings............................................  4
      Section 3.6 Special Meetings............................................  4
      Section 3.7 Quorum......................................................  4
      Section 3.8 Action Without Meeting......................................  4
      Section 3.9 Telephonic Meetings.........................................  4
      Section 3.10 Committees of Directors....................................  4
      Section 3.11 Minutes of Committee Meetings..............................  5
      Section 3.12 Compensation of Directors..................................  5
ARTICLE IV OFFICERS...........................................................  5
      Section 4.1 Officers....................................................  5
      Section 4.2 Election of Officers........................................  5
      Section 4.3 Subordinate Officers........................................  5
      Section 4.4 Compensation of Officers....................................  5
      Section 4.5 Term of Office:  Removal and Vacancies......................  5
      Section 4.6 Chairman of the Board.......................................  6
      Section 4.7 President...................................................  6
      Section 4.8 Vice President..............................................  6
      Section 4.9 Secretary...................................................  6
      Section 4.10 Assistant Secretaries......................................  6
      Section 4.11 Treasurer..................................................  7
      Section 4.12 Assistant Treasurer........................................  7
ARTICLE V CERTIFICATES OF STOCK...............................................  7
      Section 5.1 Certificates................................................  7
      Section 5.2 Signatures on Certificates..................................  7
      Section 5.3 Statement of Stock Rights, Preferences, Privileges..........  7
      Section 5.4 Lost Certificates...........................................  8
      Section 5.5 Transfers of Stock..........................................  8
</TABLE>


                                       i.
<PAGE>
<TABLE>
<S>                                                                             <C>
      Section 5.6 Fixing Record Date..........................................  8
      Section 5.7 Registered Stockholders.....................................  8
ARTICLE VI GENERAL PROVISIONS.................................................  8
      Section 6.1 Dividends...................................................  8
      Section 6.2 Payment of Dividends........................................  9
      Section 6.3 Checks......................................................  9
      Section 6.4 Fiscal Year.................................................  9
      Section 6.5 Corporate Seal..............................................  9
      Section 6.6 Manner of Giving Notice.....................................  9
      Section 6.7 Waiver of Notice............................................  9
      Section 6.8 Annual Statement............................................  9
ARTICLE VII AMENDMENTS........................................................  9
      Section 7.1 Amendment by Directors or Stockholders......................  9
</TABLE>


                                      ii.
<PAGE>
                                     BYLAWS

                                       OF

                        KNOWLEDGE KIDS ENTERPRISES, INC.,
                              A DELAWARE CORPORATION


                                    ARTICLE I

                                     Offices

      SECTION 1.1 REGISTERED OFFICE. The registered office shall be in the City
of Wilmington, County of New Castle, State of Delaware.

      SECTION 1.2 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 may from time- to time determine or the business of the corporation
may require.

                                   ARTICLE II

                            Meetings Of Stockholders

      SECTION 2.1 PLACE OF MEETINGS. Meetings of stockholders shall be held at
any place within or without the State of Delaware designated by the Board of
Directors. In the absence of any such designation, stockholders' meetings shall
be held at the principal executive office of the corporation.

      SECTION 2.2 ANNUAL MEETING OF STOCKHOLDERS. The annual meeting of
stockholders shall be held each year on a date and a time designated by the
Board of Directors. At each annual meeting directors shall be elected and any
other proper business may be transacted.

      SECTION 2.3 QUORUM: ADJOURNED MEETINGS AND NOTICE THEREOF. A majority of
the stock issued and outstanding and entitled to vote at any meeting of
stockholders, the holders of which are present in person or represented by
proxy, shall constitute a quorum for the transaction of business except as
otherwise provided by statute, by the Restated Certificate of Incorporation (the
"Certificate of Incorporation"), or by these Bylaws. A quorum, once established,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum and the votes present may continue to transact business until
adjournment. If, however, such quorum shall not be present or represented at any
meeting of the stockholders, a majority of the voting stock represented in
person or by proxy may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. 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 notified. If the


                                       3.
<PAGE>
adjournment is for more than thirty 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 of record entitled to vote thereat.

      SECTION 2.4 VOTING. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of statute, or the
Certificate of Incorporation, or these Bylaws, a different vote is required in
which case such express provision shall govern and control the decision of such
question.

      SECTION 2.5 PROXIES. At each meeting of the stockholders, each stockholder
having the right to vote may vote in person or may authorize another person or
persons to act for him by proxy appointed by an instrument in writing subscribed
by such stockholder and bearing a date not more than three years prior to said
meeting, unless said instrument provides for a longer period. All proxies must
be filed with the Secretary of the corporation at the beginning of each meeting
in order to be counted in any vote at the meeting. Each stockholder shall have
one vote for each share of stock having voting power, registered in his name on
the books of the corporation on the record date set by the Board of Directors as
provided in Article V, Section 5.6 hereof. All elections shall be had and all
questions decided by a plurality vote.

      SECTION 2.6 SPECIAL MEETINGS. Special meetings of the stockholders of the
Corporation, for any purpose, or purposes, unless otherwise prescribed by
statute, may be called by the Board of Directors, the Chairman of the Board of
Directors or the President of the Corporation and shall be held at such place,
on such date and at such time as shall be fixed by the person or persons calling
the meeting. Special meetings of the stockholders of the Corporation may not be
called by any other person or persons.

      SECTION 2.7 NOTICE OF STOCKHOLDER'S MEETINGS. Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which notice shall state the place, date and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. The written notice of any meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.

      SECTION 2.8 MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST. The officer
who has charge of the stock ledger of the corporation shall prepare and make, at
least ten 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, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time


                                       4.
<PAGE>
and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present.

      SECTION 2.9 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Unless otherwise provided in the Certificate of Incorporation, any action
required to be taken at any annual or special meeting of stockholders of the
corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

                                   ARTICLE III

                                    Directors

      SECTION 3.1 NUMBER, ELECTION AND TENURE. The authorized number of
directors which shall constitute the Board shall not be less than four (4) nor
more than seven (7). The exact number shall be determined from time to time by
resolution of the Board. Until otherwise determined by such resolution, the
Board shall consist of four (4) persons. Directors shall be eluted at the annual
meeting of stockholders and each director shall serve until such person's
successor is elected and qualified or until such person's death, retirement,
resignation or removal.

      SECTION 3.2 VACANCIES. Vacancies on the Board of Directors by reason of
death, resignation, retirement, disqualification, removal from office, or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors shall be filled solely by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director. The directors so chosen shall hold office until the next annual
election of directors and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. If, at the
time of filling any vacancy or any newly created directorship, the directors
then in office shall constitute less than a majority of the whole Board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
of the total number of the shares at the time outstanding having the right to
vote for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

      SECTION 3.3 POWERS. The property and business of the corporation shall be
managed by or under the direction of its Board of Directors. In addition to the
powers and authorities by these Bylaws expressly conferred upon them, the Board
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


                                       5.
<PAGE>
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

      SECTION 3.4 DIRECTORS' MEETINGS. The directors may hold their meetings and
have one or more offices, and keep the books of the corporation outside of the
State of Delaware.

      SECTION 3.5 REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such time and place as shall from time to time be
determined by the Board.

      SECTION 3.6 SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President on forty-eight hours' notice to each director,
either personally or by mail, by facsimile or by telegram; special meetings
shall be called by the President or the Secretary in like manner and on like
notice on the written request of two directors unless the Board consists of only
one director; in which case special meetings shall be called by the President or
Secretary in like manner or on like notice on the written request of the sole
director.

      SECTION 3.7 QUORUM. At all meetings of the Board of Directors a majority
of the authorized number of directors shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the vote 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, except as may be otherwise specifically provided
by statute, by the Certificate of Incorporation or by these Bylaws. If a quorum
shall not be present at any meeting of the Board of Directors 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. If only one
director is authorized, such sole director shall constitute a quorum.

      SECTION 3.8 ACTION WITHOUT MEETING. Unless otherwise restricted 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 members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

      SECTION 3.9 TELEPHONIC MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of.
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at such meeting.

      SECTION 3.10 COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each such committee to consist of one or more of the directors of
the corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place


                                       6.
<PAGE>
of any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the Bylaws of the corporation; and, unless the resolution or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock.

      SECTION 3.11 MINUTES OF COMMITTEE MEETINGS. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

      SECTION 3.12 COMPENSATION OF DIRECTORS. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, the Board of Directors shall have
the authority to fix the compensation of directors. 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.

                                   ARTICLE IV

                                    Officers

      SECTION 4.1 OFFICERS. The officers of this corporation shall be chosen by
the Board of Directors and shall include a President, a Secretary and a
Treasurer. The corporation may also have at the discretion of the Board of
Directors such other officers as are desired, including a Chairman of the Board,
one or more Vice Presidents, one or more Assistant Secretaries and Assistant
Treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 4.3 hereof. In the event there are two or more Vice
Presidents, then one or more may be designated as Executive Vice President,
Senior Vice President, or other similar or dissimilar title. At the time of the
election of officers, the directors may by resolution determine the order of
their rank. Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these Bylaws otherwise provide.

      SECTION 4.2 ELECTION OF OFFICERS. The Board of Directors, at its first
meeting after each annual meeting of stockholders, shall choose the officers of
the corporation.

      SECTION 4.3 SUBORDINATE OFFICERS. The Board of Directors may appoint such
other officers and agents as it shall deem necessary 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.


                                       7.
<PAGE>
      SECTION 4.4 COMPENSATION OF OFFICERS. The salaries of all officers and
agents of the corporation shall be fixed by the Board of Directors.

      SECTION 4.5 TERM OF OFFICE: REMOVAL AND VACANCIES. The officers of the
corporation shall hold office until their successors are chosen and qualify in
their stead. Any officer elected or appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of the Board of
Directors. If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the Board of Directors.

      SECTION 4.6 CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an
officer be elected, shall, if present, preside at all meetings of the Board of
Directors and exercise and perform such other powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by these
Bylaws. If there is no President, the Chairman of the Board shall in addition be
the Chief Executive Officer of the corporation and shall have the powers and
duties prescribed in Section 4.7 of this Article IV.

      SECTION 4.7 PRESIDENT. Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the Chief Executive Officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the stockholders and, in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall be an ex-officio member of all committees and
shall have the general powers and duties of management usually vested in the
office of President and Chief Executive Officer of corporations, and shall have
such other powers and duties as may be prescribed by the Board of Directors or
these Bylaws.

      SECTION 4.8 VICE PRESIDENT. In the absence or disability of the President,
the Vice Presidents in order of their rank as fixed by the Board of Directors,
or if not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the President, and when so acting shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
Presidents shall have such other duties as from time to time may be prescribed
for them, respectively, by the Board of Directors.

      SECTION 4.9 SECRETARY. The Secretary shall attend all sessions of the
Board of Directors and all meetings of the stockholders and record all votes and
the minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the Board of
Directors. He shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or these Bylaws. He shall keep in
safe custody the seal of the corporation, and when authorized by the Board,
affix the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an 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 signature.

      SECTION 4.10 ASSISTANT SECRETARIES. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries in the order determined by the Board
of Directors, or if there be no


                                       8.
<PAGE>
such determination, the Assistant Secretary designated by the Board of
Directors, 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 and have such other powers as the Board of Directors may from time to
time prescribe.

      SECTION 4.11 TREASURER. The Treasurer shall 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. He 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 Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the corporation. If required by the Board of
Directors, he shall give the corporation a bond, 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 office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

      SECTION 4.12 ASSISTANT TREASURER. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Treasurer designated by the Board of Directors, 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 and have such other powers as the
Board of Directors may from time to time prescribe.

                                    ARTICLE V

                              CERTIFICATES OF STOCK

      SECTION 5.1 CERTIFICATES. Every holder of stock of the corporation shall
be entitled to have a certificate signed by, or in the name of the corporation
by, the Chairman or Vice Chairman of the Board of Directors, or the President or
a Vice President, and by the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer of the corporation, certifying the number of
shares represented by the certificate owned by such stockholder in the
corporation.

      SECTION 5.2 SIGNATURES ON CERTIFICATES. Any or all of the signatures on
the certificate may be a 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 were such officer, transfer agent or registrar at the date
of issue.

      SECTION 5.3 STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES. If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the


                                       9.
<PAGE>
certificate which the corporation shall issue to represent such class or series
of stock, provided that, except as otherwise provided in section 202 of the
General Corporation Law of Delaware, in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, a statement
that the corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

      SECTION 5.4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates 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 a new certificate or certificates, 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 or
certificates, or his legal representative, to advertise the same in such manner
as it 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 alleged to have been lost, stolen or destroyed.

      SECTION 5.5. TRANSFERS OF STOCK. Upon surrender to the corporation, or the
transfer agent of the corporation, of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

      SECTION 5.6. FIXING RECORD DATE. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
the stockholders, or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, 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 shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other action. 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.

      SECTION 5.7. REGISTERED STOCKHOLDERS. The corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly shall not be bound to recognize any equitable or other
claim or interest in such share on the part of any other person, whether or not
it shall have express or other notice thereof, except as expressly provided by
the laws of the State of Delaware.

                                   ARTICLE VI

                               General Provisions


                                      10.
<PAGE>
      SECTION 43. DIVIDENDS. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

      SECTION 44. PAYMENT OF DIVIDENDS. 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 from time to time, in their absolute discretion,
think proper as a reserve fund to meet 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 interests
of the corporation, and the directors may abolish any such reserve.

      SECTION 45. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

      SECTION 46. FISCAL YEAR. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

      SECTION 47. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization and the words
"Corporate Seal, Delaware". Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

      SECTION 48. MANNER OF GIVING NOTICE. Whenever, under the provisions of the
statutes or of the Certificate of Incorporation or of these Bylaws, notice is
required to be given to any director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail,
addressed to such director or stockholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by facsimile or telegram.

      SECTION 49. WAIVER OF NOTICE. Whenever any notice is required to be given
under the provisions of the statutes or of the Certificate of Incorporation or
of these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed to be equivalent. Attendance of a person at a meeting shall constitute
a waiver of notice of such meeting, except when a 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.

      SECTION 50. ANNUAL STATEMENT. The Board of Directors shall present at each
annual meeting a full and clear statement of the business and condition of the
corporation.

                                   ARTICLE VII

                                   Amendments


                                      11.
<PAGE>
     SECTION 7.1. AMENDMENT BY DIRECTORS OR STOCKHOLDERS. The Board of Directors
is expressly empowered to adopt, amend or repeal these Bylaws. Any adoption,
amendment or repeal of these Bylaws by the Board of Directors shall require the
approval of a majority of the total number of authorized directors (whether or
not there exist any vacancies in previously authorized directorships at the time
any resolution providing for adoption, amendment or repeal is presented to the
Board). The stockholders shall also have power to adopt, amend or repeal the
Bylaws of the Corporation.


                                      12.
<PAGE>
                            CERTIFICATE OF SECRETARY
                                       OF
                        KNOWLEDGE KIDS ENTERPRISES, INC.,
                             A DELAWARE CORPORATION

      I, the undersigned, do hereby certify:

      (1)   That I am the duly elected and acting Secretary of Knowledge Kids
Enterprises, Inc., a Delaware corporation; and

      (2)   That the foregoing bylaws, comprising eleven (11) pages, constitute
the bylaws of said corporation as duly adopted by the Board of Directors of said
corporation on September 22, 1997.

      IN WITNESS WHEREOF, I have hereunto subscribed my name this 22nd day of
September, 1997.


                                                     /s/ Stanley E. Maron
                                                     --------------------
                                                     STANLEY E. MARON
                                                     Secretary


                                      13.
<PAGE>
                           [JULY 14, 1998 AMENDMENT ]

      SECTION 3.1 NUMBER, ELECTION AND TENURE. The authorized number of
directors which shall constitute the Board shall not be less than three (3) nor
more than seven (7). The exact number shall be determined from time to time by
resolution of the Board. Until otherwise determined by such resolution, the
Board shall consist of four (4) persons. Directors shall be elected at the
annual meeting of stockholders, in the manner provided in the Amended and
Restated Certificate of Incorporation of the Corporation, and each director
shall serve until such person's successor is elected and qualified or until such
person's death, retirement, resignation or removal.

      SECTION 3.2 VACANCIES. Vacancies on the Board of Directors by reason of
death, resignation, retirement, disqualification, removal from office, or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors shall be filled in the manner provided in the
Amended and Restated Certificate of Incorporation of the Corporation. The
directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and shall qualify, unless
sooner displaced. No decrease in the number of directors constituting the Board
of Directors shall shorten the term of any incumbent director.


                                      14.
<PAGE>
                            CERTIFICATE OF SECRETARY
                                       OF
                        KNOWLEDGE KIDS ENTERPRISES, INC.,
                             A DELAWARE CORPORATION

      I, the undersigned, do hereby certify:

      (3)   That I am the duly elected and acting Secretary of Knowledge Kids
Enterprises, Inc., a Delaware corporation; and

      (4)   That attached hereto is a true and correct copy of Sections 3.1 and
3.2 of Article III to the bylaws of this corporation as amended through a
Consent to Action Taken Without Meeting dated July 14, 1998, by the stockholders
and directors of this corporation.

      IN WITNESS WHEREOF, I have hereunto subscribed my name this 14th day of
July, 1998

                                            /s/ Stanley E. Maron
                                            ------------------------------------
                                            STANLEY E. MARON


                                      15.

Source: OneCLE Business Contracts.