BY-LAWS

OF

VNU USA PROPERTY MANAGEMENT, INC.

A New York corporation (the ?Corporation?)

ARTICLE I - OFFICES

Section 1.1. Location. The address of the office of the Corporation in the State of New York shall be in the County of New York or such other address as is designated by resolution of the Board of Directors. The Corporation may also have other offices at such places within or without the State of New York as the Board of Directors may from time to time designate or the business of the Corporation may require.

ARTICLE II - MEETING OF SHAREHOLDERS

Section 2.1. Annual Meeting. Each annual meeting of the shareholders of the Corporation 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 principal office of the Corporation in the State of New York, or at such other place within or without the State of New York as the Board of Directors may fix, on a date fixed from time to time by the Board of Directors. If that date is a legal holiday, the meeting shall be held at the same hour on the next succeeding business day.

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Section 2.2. Special Meetings. Special meetings of shareholders, unless otherwise prescribed by law, may be called by written notice at any time and from time to time by the Board of Directors, by the President, or by order of the Board of Directors pursuant to the written request of the holders of at least a majority of the issued and outstanding stock of the Corporation. At any special meeting only such business may be transacted which is related to the purpose or purposes set forth in the notice required by Section 2.4 hereof. Special meetings of shareholders shall be held at the principal office of the Corporation or such other place within or without the State of New York as shall be designated in the notice of meeting, on the date designated in the notice of meeting. If that date is a legal holiday, the meeting shall be held at the same hour on the next succeeding business day.

Section 2.3. List of Shareholders Entitled to Vote. A list of shareholders as of the record date determined pursuant to Section 5.8 hereof, certified by the corporate officer responsible for its preparation or by the Corporation?s transfer agent, shall be produced at any meeting of shareholders upon the request of any shareholder thereat or prior thereto. If the right to vote at any meeting is challenged, the inspector of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

Section 2.4. Notice of Meetings; Waiver of Notice. Written notice of each annual and special meeting of shareholders, other than any meeting the giving of notice of which is otherwise prescribed by law, stating the place, date and hour of the meeting, and, in the case of a special meeting, indicating that it is being issued by or at the direction of the person or persons calling the meeting and stating the purpose or purposes for which it is called, shall be given, personally or by first class mail, not fewer than ten nor more than fifty days before the date of the meeting; provided, however, that a copy of such notice may be given by third class mail not fewer than twenty-four nor more than fifty days before the date of the meeting, to each shareholder

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