ARETE PUBLISHING COMPANY, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1. Office of the Corporation.

The office of the Corporation shall be located in the City of New York, County of New York, State of New York.

Section 2. Additional Offices.

The Corporation may also have offices and places of business, and the books and records of the Corporation may be kept (except as otherwise provided by law) at such other places, within or without the State of New York, as the Board of Directors may from time to time determine or the business of the Corporation may require; provided, however, that a record shall be maintained at the Corporation?s office in the State of New York containing the names and addresses of all shareholders, the number of shares held by each shareholder and the dates when they became the respective owners of record thereof.

ARTICLE II

SHAREHOLDERS

Section 1. Annual Meeting.

The annual meeting of shareholders, for the purpose of electing directors and transacting such other business as may come before it, shall be held at such time and on such date as may be fixed by the Board of Directors from time to time.

Section 2. Special Meetings.

Special meetings of shareholders may be called by the Board of Directors, the Chairman of the Board of Directors, the President, and whenever the holders of at least twenty-five per cent or more of the outstanding shares which are entitled to vote at such meeting shall file with the Secretary a written application for such meeting stating the purposes thereof.

Section 3. Time and Place of Meetings.

Meetings of shareholders shall be held at such time and place, within or without the State of New York, as shall be stated in the notice of meeting or in a duly executed waiver of notice thereof.

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Section 4. Notice of Meetings.

Written notice of shareholders? meetings shall be given stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called. Notice of a special meeting shall indicate that it is being issued by or at the direction of the person or persons calling or requesting the meeting.

A copy of the notice of each meeting shall be given, personally or by first class mail, not less than ten nor more than fifty days before the date of the meeting, to each shareholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage thereon prepaid, directed to the shareholder at the shareholder?s address as it appears on the record of shareholders, or at such other address as the shareholder shall have filed with the Secretary of the Corporation.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting.

Section 5. Waiver of Notice.

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