EXHIBIT 3.1

CERTIFICATE OF INCORPORATION

HBJ PUBLICATIONS, INC.

UNDER SECTION 402 OF THE
BUSINESS CORPORATION LAW

* * * * *

WE, THE UNDERSIGNED, all of the age of eighteen years or over, for the
purpose of forming a corporation pursuant to Section 402 of the Business
Corporation Law of New York, do hereby certify:

FIRST: The name of the corporation is

HBJ PUBLICATIONS, INC.

SECOND: The purposes for which it is formed are:

To engage in any lawful act or activity for which corporations may be
organized under the Business Corporation Law provided that it is not formed to
engage in any act or activity requiring the consent or approval of any state
official, department, board, agency or other body, without such consent or
approval first being obtained.

THIRD: The office of the corporation is to be located in the County of New
York, State of New York.

FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is Two Thousand (2,000) shares of the par value of One Dollar
($1.00) each.

FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served. The post
office address to which the

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Secretary of State shall mail a copy of any process against the corporation
served upon him is: c/o Harcourt Brace Jovanovich Inc. 747 Third Avenue, New
York, New York 10017.

SIXTH: The name and address of the registered agent which is to be the
agent of the corporation upon whom process against it may be served, are C T
CORPORATION SYSTEM, 1633 Broadway, New York, New York 10019.

IN WITNESS WHEREOF, we have made and signed this Certificate of
Incorporation this 22nd day of January, A.D. 1987.

THOMAS C. TOTARO
----------------
Thomas C. Totaro
1633 Broadway,
New York, New York 10019

STATE OF NEW YORK )
) SS:
COUNTY OF NEW YORK )

On this 22nd day of January 1987, before me personally came THOMAS C.
TOTARO, to me known, and known to me to be the person described in and who
executed the foregoing certificate, and he duly acknowledged to me that he had
executed the same.

RICHARD P. BOROVOY
------------------
Richard P. Borovoy
Notary Public

RICHARD P. BOROVOY
Notary Public, State of New York
No. 24-4630102
Qualified in Kings County
Cert. Filed in New York County
Commission Expires February 28, 1989

CERTIFICATE OF MERGER
OF
NCC ACQUISITION CORPORATION
INTO
HBJ PUBLICATIONS, INC.

_______________________________

Under Section 904 of the Business Corporation Law

________________________________

We, the undersigned, being respectively the President and the
Secretary of NCC Acquisition Corporation, a New York corporation ("NCC
Acquisition"), and the President and an Assistant Secretary of HBJ Publications,
Inc., a New York corporation ("HBJ"), do hereby certify as follows:

FIRST: The names of the constituent corporations are "NCC Acquisition
Corporation" and "HBJ Publications, Inc." NCC Acquisition was incorporated in
the State of New York on October 27, 1987 under its present name, and HBJ was
incorporated in the State of New York on January 23, 1987 under its present
name. HBJ shall be the surviving corporation (the "Surviving Corporation") in
the merger.

SECOND: The authorized capital stock of NCC Acquisition consists of
3,001,000 shares of capital stock, of which 1,000 shares are Common Stock, par
value $.01 per share ("NCC Acquisition Common Stock"), all of which are issued
and outstanding and owned by New Century Communications, Inc. a Delaware
corporation ("New Century"), and 3,000,000 are Preferred Stock, par value $.01
per share, none of which are outstanding. Each share of NCC Acquisition Common
Stock outstanding was entitled to one vote on the merger. The authorized

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capital stock of HBJ consists of 2,000 shares of Common Stock, par value $1.00
per share ("HBJ Common Stock"), of which 1,000 shares are issued and outstanding
and owned by NCC Acquisition. Each share of HBJ Common Stock outstanding was
entitled to one vote on the merger.

THIRD: The Certificate of Incorporation of HBJ as in effect on the
effective date of the merger shall be the Certificate of Incorporation of the
Surviving Corporation.

FOURTH: The effective date of the merger is the date of the filing of
this Certificate of Merger by the Department of State of the State of New York.

FIFTH: A Plan of Merger dated as of December 30, 1987, by and between
NCC Acquisition and HBJ (the "Plan of Merger") with respect to the merger of NCC
Acquisition into HBJ, was duly approved and adopted by the respective Boards of
Directors of NCC Acquisition on December 28, 1987 and of HBJ on December 30,
1987. Thereafter, the Plan of Merger was duly approved and adopted by New
Century, as the sole shareholder of NCC Acquisition, by a written consent dated
December 30, 1987 and by NCC Acquisition as sole shareholder of HBJ, by written
consent dated December 30, 1987.

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IN WITNESS WHEREOF, we have signed this certificate on the 31st day of
December, 1987 and we affirm the statements contained therein as true under
penalties of perjury.
NCC ACQUISITION CORPORATION

/s/ Donald J. Gogel
By:_______________________________
Donald J. Gogel, President

/s/ Matthew G. Harris
By:_______________________________
Matthew G. Harris, Secretary

HBJ PUBLICATIONS, INC.

/s/ Donald J. Gogel
By:_______________________________
Donald J. Gogel, President

/s/ Matthew G. Harris
By:_______________________________
Matthew G. Harris, Secretary

RESTATED CERTIFICATE OF INCORPORATION
OF
HBJ PUBLICATIONS, INC.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

The undersigned, being the President and Secretary of HBJ
Publications, Inc., pursuant to Section 805 of the Business Corporation Law of
the State of New York, hereby restate, certify and set forth:

I. The name of the corporation is HBJ Publications, Inc. The name
under which the corporation was formed was HBJ Publications, Inc.

II. The original certificate of incorporation was filed by the
Department of State on January 23, 1987.

III. The certificate of incorporation, as amended heretofore, is
hereby further amended to effect the following amendments authorized by the
Business Corporation Law:

(a) To change the name of the corporation, as set forth in
paragraph 1 of this restated certificate of incorporation.

(b) To enlarge the corporate purposes, as set forth in paragraph
2 of this restated certificate of incorporation.

(c) To change the location of the office of the corporation, as
set forth in paragraph 3 of this restated certificate of incorporation.

(d) To change the address to which the Secretary of State shall
mail a copy of process in any action or proceeding against the corporation, as
set forth in paragraph 5 of this restated certificate of incorporation.

(e) To change the name and address of the registered agent of
the corporation upon whom process against it may be served, as set forth in
paragraph 6 of this restated certificate of incorporation.

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(f) To state that the business and affairs of the corporation
shall be managed by or under the direction of the Board of Directors, as set
forth in paragraph 7(1) of this restated certificate of incorporation.

(g) To give the Board of Directors concurrent power to make and
change the by-laws of the corporation, as set forth in paragraph 7(2) of this
restated certificate of incorporation.

(h) To provide for the manner of election of Directors, as set
forth in paragraph 7(3) of this restated certificate of incorporation.

(i) To enlarge the powers of the Board of Directors, as set
forth in paragraph 7(4) of this restated certificate of incorporation.

(j) To permit a Director to be removed with or without cause, as
provided in paragraph 7(5) of this restated certificate of incorporation.

(k) To restate that the personal liability of the directors of
the corporation is eliminated to fullest extent possible, as set forth in
paragraph 8 of this restated certificate of incorporation.

IV. The certificate of incorporation is hereby restated to set
forth in its entire text as amended.

V. The amendment and restatement of the certificate of incorporation
was authorized by a unanimous vote of the Board of Directors at a meeting
thereof and followed by the unanimous vote of the sole holder of all outstanding
shares entitled to vote thereon.

CERTIFICATE OF INCORPORATION

EDGELL COMMUNICATIONS, INC.

UNDER SECTION 402 OF THE BUSINESS CORPORATION

LAW

The undersigned, being of the age of eighteen years or over, for the
purpose of forming a corporation pursuant to the provisions of the Business
Corporation Law of the State of New York do hereby certify:

1. The name of the corporation shall be Edgell Communications, Inc.
(hereinafter sometimes called the "Corporation").

2. The purposes for which it is formed are to engage in any lawful act or
activity for which corporations may be organized under the Business Corporation
Law provided that the corporation is not formed to engage in any act or activity
which requires the consent or approval of any state official, department, board,
agency or other body, without such consent or approval first being obtained.

It is hereby expressly provided that the foregoing shall not be held to
limit or restrict in any manner the power of this Corporation; and that this
Corporation may do all and everything necessary, suitable and appropriate for
the exercise of any of its general powers.

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

4. The aggregate number of shares which the Corporation shall have the
authority to issue is two thousand (2,000) shares of the par value of one dollar
($1.00) each.

5. The Secretary of State of the State of New York is hereby designated
as the agent of the Corporation upon whom any process may in any action or
proceeding against it be served. The post office address to which the Secretary
of State shall mail a copy of any process in any action or proceeding against
the Corporation which may be served upon it is to: William A. Stone, Esquire,
471 Troy-Schenectady Road, Latham, NY, 12110.

6. The Corporation designates William A. Stone, Esquire, 471 Troy-
Schenectady Road, Latham, NY, 12110, and it is at that address which any process
against the Corporation may be served, its registered agent in this State upon
whom any process may be served.

7. The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

(1) The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors.

(2) The directors shall have concurrent power with the stockholders
to make, alter, amend, change, add to or repeal the By-Laws of the
Corporation.

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(3) The number of directors of the Corporation shall be as from time
to time fixed by, or in the manner provided in, the By-Laws of the
Corporation. Election of directors need not be by written ballot
unless the By-Laws so provide.

(4) In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the directors are hereby
empowered to exercise all such powers and do all such acts and things
as may be exercised or done by the Corporation, subject, nevertheless,
to the provisions of the Business Corporation Law, this Certificate of
Incorporation, and any By-Laws adopted by the stockholders; provided,
however, that no By-Laws hereafter adopted by the stockholders shall
invalidate any prior act of the directors which would have been valid
if such By-Laws had not been adopted.

(5) Any Member of the Board of Directors may be removed, with or
without cause, at any time prior to the expiration of his term by a
majority vote of the outstanding shares.

8. The personal liability of the directors of the corporation is hereby
eliminated to the fullest extent permitted by the provisions of paragraph (b) of
Section 402 of the Business Corporation Law of the State of New York, as the
same may be amended and supplemented.

IN WITNESS WHEREOF, we have made and subscribed this certificate and
affirm the same as true and correct under penalties of perjury this 6th day of
January, 1988.

HBJ PUBLICATIONS, INC.

/s/ Donald J. Gogel
______________________________________
Name: Donald J. Gogel
Title: President

/s/ Matthew C. Harris
______________________________________
Name: Matthew C. Harris
Title: Secretary

CERTIFICATE OF MERGER

ARMSTRONG CREATIVE SERVICES, INC.,
CARDIOLOGY TIMES, INC.,
DAVIES PUBLISHING COMPANY,
DERMATOLOGY TIMES, INC.,
EDGELL COMMUNICATIONS AND SERVICES, INC.,
EDGELL EXPOSITIONS AND CONFERENCES INC.,
THE INSTRUCTOR PUBLICATIONS, INC.,
MAGACYCLE, INC.,
MAGAZINES FOR INDUSTRY, INC.,
MURRAY COMMUNICATIONS, INC.,
OPHTHALMOLOGY TIMES, INC.,
PIT AND QUARRY PUBLICATIONS, INC.,
RESIN PUBLICATIONS, INC.,
SHOWSTYLE PUBLICATIONS, INC. and
UROLOGY TIMES, INC.

INTO

EDGELL COMMUNICATIONS, INC.

(Under Section 905 of the Business Corporation Law)

It is hereby certified by the corporation named herein as the
surviving corporation as follows:

FIRST: The Board of Directors of the corporation named herein as the
surviving corporation has adopted a plan of merger setting forth the terms and
conditions of merging the corporations named herein as the subsidiary
corporations into said surviving corporation.

SECOND: The name of the surviving corporation, the Certificate of
Incorporation of which was filed by the Department of State of January 23, 1987,
is Edgell Communications, Inc. ("ECI"). The name under which said corporation
was formed is HBJ Publications, Inc.

THIRD: The names of the subsidiary corporations are Armstrong
Creative Services, Inc. ("ACS"), Cardiology Times, Inc. ("CTI"), Davies
Publishing Company ("DPC"), Dermatology Times, Inc. ("DTI"), Edgell
Communications and Services, Inc. ("ECS"), Edgell Expositions and Conferences
Inc. ("EEC"), The Instructor Publications, Inc. ("TIP"), Magacycle, Inc. ("MI"),

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Magazines for Industry, Inc. ("MFI"), Murray Communications, Inc. ("MCI"),
Ophthalmology Times, Inc. ("OTI"), Pit and Quarry Publications, Inc. ("PQP"),
Resin Publications, Inc. ("RPI"), Showstyle Publications, Inc. ("SPI") and
Urology Times, Inc. ("UTI") (collectively, the "Subsidiaries").

FOURTH: ACS is a corporation formed under the laws of the State of
Arizona, its Certificate of Incorporation was filed in the office of the
Secretary of State of Arizona on the 12th day of September, 1977, and it has
never filed an application to do business in the State of New York or an
application for use of a fictitious name under Article 13 of the Business
Corporation Law of the State of New York (the "BCL").

FIFTH: CTI is a corporation formed under the laws of the State of New
York and its Certificate of Incorporation was filed by the Department of State
on the 24th day of July, 1981.

SIXTH: DPC is a corporation formed under the laws of the State of
Delaware, its Certificate of Incorporation was filed in the office of the
Secretary of State of Delaware on the 18th day of December, 1961, and it has
never filed an application to do business in the State of New York or an
application for use of a fictitious name under Article 13 of the BCL.

SEVENTH: DTI is a corporation formed under the laws of the State of
New York and its Certificate of Incorporation was filed by the Department of
State on the 24th day of July, 1981.

EIGHTH: ECS is a corporation formed under the laws of the State of
New York and its Certificate of Incorporation was filed by the Department of
State on the 7th day of May, 1980. The name under which said corporation was
formed is HBJ Communications and Services, Inc.

NINTH: EEC is a corporation formed under the laws of the State of
Delaware, its Certificate of Incorporation was filed in the office of the
Secretary of State of Delaware on the 25th day of February, 1987, and it has
never filed an application to do business in the State of New York or an
application for use of a fictitious name under Article 13 of the BCL. The name
under which said corporation was formed is SCORE Show, Inc.

TENTH: TIP is a corporation formed under the laws of the State of
Delaware, its Certificate of Incorporation was filed in the office of the
Secretary of State of Delaware on the 23rd day of May, 1968, its application to
do business in the State of New York was filed by the Department of State on
June 11, 1968, and it has never filed an application for use of a fictitious

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name under Article 13 of the BCL. The name under which said corporation was
formed is Uphill Corporation.

ELEVENTH: MI is a corporation formed under the laws of the State of
Delaware, its Certificate of Incorporation was filed in the office of the
Secretary of State of Delaware on the 11th day of December, 1984, and it has
never filed an application to do business in the State of New York or an
application for use of a fictitious name under Article 13 of the BCL.

TWELFTH: MFI is a corporation formed under the laws of the State of
Delaware, its Certificate of Incorporation was filed in the Office of the
Secretary of State of Delaware on the 24th day of August, 1970, its application
to do business in the State of New York was filed by the Department of State on
October 22, 1970 and it has never filed an application for use of a fictitious
name under Article 13 of the BCL. The name under which said corporation was
formed is Modern Communications to Industry, Inc.

THIRTEENTH: MCI is a corporation formed under the laws of the State
of New York and its Certificate of Incorporation was filed by the Department of
State on the 15th day of October, 1976.

FOURTEENTH: OTI is a corporation formed under the laws of the State
of New York and its Certificate of Incorporation was filed by the Department of
State on the 4th day of October, 1976.

FIFTEENTH: POP is a corporation formed under the laws of the State of
Delaware, its Certificate of Incorporation was filed in the Office of the
Secretary of State of Delaware on the 4th day of May, 1984, and it has never
filed an application to do business in the State of New York or an application
for use of a fictitious name under Article 13 of the BCL. The name under which
said corporation was formed is Carrara Publications, Inc.

SIXTEENTH: RPI is a corporation formed under the laws of the State of
Delaware, its Certificate of Incorporation was filed in the office of the
Secretary of State of Delaware on the 17th day of February, 1984, and it has
never filed an application to do business in the State of New York or an
application for use of a fictitious name under Article 13 of the BCL.

SEVENTEENTH: SPI is a corporation formed under the laws of the State
of New York and its Certificate of Incorporation was filed by the Department of
State on the 10th day of April, 1986.

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EIGHTEENTH: UTI is a corporation formed under the laws of the State
of New York and its Certificate of Incorporation was filed by the Department of
State on the 3rd day of May, 1974.

NINETEENTH: The designation and number of outstanding shares of
capital stock of each of the Subsidiaries, all of which are owned by ECI, as set
forth in the Plan of Merger, are as follows:

CORPORATION DESIGNATION NUMBER
----------- ----------- ------

ACS Common Stock 1,990
CTI Common Stock 100
DPC Common Stock 749
DTI Common Stock 100
ECS Common Stock 1,000
EEC Common Stock 100
TIP Common Stock 100
MI Common Stock 100
MFI Common Stock 100
MCI Common Stock 100
OTI Common Stock 100
POP Common Stock 100
RPI Common Stock 100
SPI Common Stock 100
UTI Common Stock 20

TWENTIETH: The effective date of the merger herein certified shall be April
30, 1988.

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IN WITNESS WHEREOF, we have subscribed this document on the date set
forth below and do hereby affirm, under the penalties of perjury, that the
statements contained therein have been examined by us and are true and correct.

Dated as of March 18, 1988

EDGELL COMMUNICATIONS, INC.

/s/ Richard J. Moeller
_______________________________
Richard J. Moeller, President

/s/ Arland E. Hirman
_______________________________
Arland E. Hirman, Secretary

STATE OF MINNESOTA )
) ss.:
COUNTY OF ST. LOUIS )

Arland E. Hirmon, being duly sworn, deposes and says that he is one of
the persons who signed the foregoing certificate of merger on behalf of the
corporation name therein as the surviving corporation; that he signed said
certificate in the capacity set opposite or beneath his signature thereon; that
he has read the foregoing certificate and knows the contents thereof; and that
the statements contained therein are true to his own knowledge.

/s/ Arland E. Hirmon
_______________________________
Arland E. Hirmon, Secretary

Subscribed and sworn to
before me on March 31st, 1988.

Adele D. Hartwick
_______________________________
Notary Public - Minnesota

======================================

CERTIFICATE OF MERGER

INTO

EDGELL COMMUNICATIONS, INC.

======================================

(Under Section 905 of the Business Corporation Law)

======================================

CERTIFICATE OF MERGER

MODERN MEDICINE PUBLICATIONS, INC.

INTO

EDGELL COMMUNICATIONS, INC.

(Under Section 905 of the Business Corporation Law)

It is hereby certified by the corporation named herein as the surviving
corporation as follows:

FIRST: The Board of Directors of the corporation named herein as the
surviving corporation has adopted a plan of merger setting forth the terms and
conditions of merging the corporation named herein as the subsidiary corporation
into said surviving corporation.

SECOND: The name of the surviving corporation, the Certificate of
Incorporation of which was filed by the Department of State on January 23, 1987,
is Edgell Communications, Inc. ("ECI"). The name under which said corporation
was formed is HBJ Publications, Inc.

THIRD: The name of the subsidiary corporation, the Certificate of
Incorporation of which was filed in the office of the Secretary of State of
Delaware on the 27th day of October, 1970, is Modern Medicine Publications, Inc.
("MMP"). Its application to do business in the State of New York was filed by
the Department of State on April 28, 1971. The name under which said
corporation was formed is Times Media Company.

FOURTH: The designation and number of outstanding shares of capital
stock of MMP, all of which are owned by ECI, as set forth in the plan of merger,
are as follows:

DESIGNATION NUMBER
----------- ------

Common Stock 1,000

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FIFTH: The effective date of the merger herein certified shall be July
31, 1988.

Dated: July 22, 1988

EDGELL COMMUNICATIONS, INC.

/s/ Richard J. Moeller
________________________________
Richard J. Moeller, President

/s/ Arland E. Hirman
________________________________
Arland E. Hirman, Secretary

STATE OF MINNESOTA )
) ss.:
COUNTY OF ST. LOUIS )

Arland E. Hirman, being duly sworn, deposes and says that he is one of the
persons who signed the foregoing certificate of merger on behalf of the
corporation named therein as the surviving corporation; that he signed said
certificate in the capacity set opposite or beneath his signature thereon; that
he has read the foregoing certificate and knows the contents thereof; and that
the statements contained therein are true to his own knowledge.

/s/ Arland E. Hirman
________________________________
[Name] , [Capacity]
Arland E. Hirman, Secretary

Subscribed and sworn to
before me on July 22, 1988.

_______________________________________ Notary

===========================================

CERTIFICATE OF MERGER

MODERN MEDICINE PUBLICATIONS, INC.

INTO

EDGELL COMMUNICATIONS, INC.

===========================================

(Under Section 905 of the Business Corporation Law)

CERTIFICATE OF MERGER

MMI PUBLICATIONS, INC.
(a Minnesota corporation)

into

EDGELL COMMUNICATIONS, INC.
(a New York Corporation)

(Under Sections 905 of the New York Business Corporation Law)

It is hereby certified by the corporation named herein as the surviving
corporation that:

1. The Board of Directors of Edgell Communications, Inc. ("ECI"), a
business corporation organized under the laws of the State of New York and owner
of all of the outstanding shares of MMI Publications, Inc. ("MMI"), has adopted
a plan of merger setting forth the terms and conditions of the merger between
ECI, the surviving corporation, and MMI, its subsidiary.

2. The Certificate of Incorporation of ECI was filed by the Secretary of
State of the State of New York on the 23 day of January, 1987. The name under
which ECI was formed is HBJ Publications, Inc.

3. MMI is a business corporation organized under the laws of the State of
Minnesota, its Certificate of Incorporation was filed in the office of the
Secretary of the State of Minnesota on the 22 day of November, 1967, and it has
never filed an application to do business in the State of New York or an
application for use of a fictitious name under Article 13 of the Business
Corporation Law of the State of New York (the "BCL").

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4. The number of outstanding shares of MMI is 100, all of which are of
one class, and all of which are owned by ECI.

5. No amendments or changes in the Certificate of Incorporation of ECI
are to be effected by the merger.

6. The effective date of the merger herein certified shall be October 31,
1989.

IN WITNESS WHEREOF, we have subscribed this document on the date set forth
below and do hereby affirm, under the penalties of perjury, that the statements
contained herein have been examined by us and are true and correct.

Executed as of _________________, 1989.

EDGELL COMMUNICATIONS, INC.

/s/ Richard J. Moeller
By:_______________________________
Richard J. Moeller
President

/s/ Arland E. Hirman
________________________________
Arland E. Hirman
Secretary and Treasurer

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
CERTIFICATE OF MERGER

MMI PUBLICATIONS, INC.
(a Minnesota corporation)

into

EDGELL COMMUNICATIONS, INC.
(a New York corporation)

UNDER SECTION 905 OF THE
BUSINESS CORPORATION LAW

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

COUNSEL: Paul, Weiss, Rifkind, Wharton
& Garrison
1285 Avenue of the Americas
New York, New York 10019
Attn: Matthew Nimitz, Atty.

* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *

CERTIFICATE OF MERGER

AMERICAN MAGAZINE SERVICE COMPANY, INC.
(A Massachusetts Corporation)

INTO

EDGELL COMMUNICATIONS, INC.
(A New York Corporation)

UNDER SECTION 905 OF THE
BUSINESS CORPORATION LAW

* * * * *

EDGELL COMMUNICATIONS, INC., pursuant to the provisions of Section 905 of
the Business Corporation Law of the State of New York, hereby certifies as
follows:

1. EDGELL COMMUNICATIONS, INC., a corporation of the State of New York,
owns all of the outstanding shares of AMERICAN MAGAZINE SERVICE COMPANY, INC., a
Massachusetts corporation.

2. As to each subsidiary corporation, the designation and number of
outstanding shares and the number of such shares owned by the surviving
corporation are as follows:

DESIGNATION AND NUMBER OF
NAME OF NUMBER OF SHARES OWNED
SUBSIDIARY OUTSTANDING SHARES BY SURVIVOR
---------- ------------------ -----------

AMERICAN MAGAZINE SERVICE COMPANY, INC. One Hundred (100) One Hundred (100)

3. (a) The Certificate of Incorporation of EDGELL COMMUNICATIONS, INC.,
was filed in the Department of State on the 23rd day of January, 1987, under the
name HBJ PUBLICATIONS, INC.

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(b) The AMERICAN MAGAZINE SERVICE COMPANY, INC. was incorporated under
the laws of the State of Massachusetts on the 8th day of March, 1979, and no
application has been filed for authority to do business in the State of New
York.
(c) The merger is permitted by the laws of the state of incorporation
of each foreign subsidiary and is in compliance therewith.

4. The surviving corporation owns all of the outstanding shares of the
corporation to be merged.

5. The merger shall be effective upon filing of the Certificate of
Merger.

6. The Plan of Merger was adopted by the Board of Directors of the
surviving corporation.

IN WITNESS WHEREOF, this Certificate has been signed on the 30th day of
November, 1989 and the statements contained therein are affirmed as true under
penalties of perjury.

________________________________
EDGELL COMMUNICATIONS, INC.

/s/ Richard J. Moeller
________________________________
Richard J. Moeller, President

/s/ Arland E. Hirman
________________________________
Arland E. Hirman, Secretary

CERTIFICATE OF MERGER

AMERICAN MAGAZINE SERVICE COMPANY, INC.
(A Massachusetts Corporation)

INTO

EDGELL COMMUNICATIONS, INC.
(A New York Corporation)

UNDER SECTION 905 OF THE
BUSINESS CORPORATION LAW

* * * * *

Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019

CERTIFICATE OF RESIGNATION

OF REGISTERED AGENT OF

EDGELL COMMUNICATIONS, INC.

(Under Section 305 of the Business Corporation Law)

Pursuant to the provisions of Section 305 of the New York Business
Corporation Law, the undersigned hereby resigns as registered agent of EDGELL
COMMUNICATIONS, INC.

On October 27, 1987, the Certificate of Incorporation was filed with
the New York Department of State.

A copy of this Certificate of Resignation has been sent to the
corporation by certified mail, to the post office address on file in the
Department of State specified for mailing of process. This address is as
follows:

Arland E. Hirman, Vice President
Edgell Communications, Inc.
1 East First Street
Duluth, MN 55802

IN WITNESS WHEREOF, this certificate has been subscribed this 14th day
of March, 1990 by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.

/s/ William A. Stone
________________________________
Signature of Registered Agent

William A. Stone, Esquire
471 Troy-Schenectady Road
Latham, NY 12110

Name & Address of Registered Agent

________________________________________________________________________________
CERTIFICATE OF RESIGNATION

OF REGISTERED AGENT OF

EDGELL COMMUNICATIONS, INC.

(Under Section 305 of the Business Corporation Law)

Filed By: William A. Stone
471 Troy-Schenectady Road
Latham, NY 12110
________________________________________________________________________________

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

EDGELL COMMUNICATIONS, INC.

UNDER SECTIONS 805 AND 808 OF THE

BUSINESS CORPORATION LAW

The undersigned, Richard B. Swank and Arland E. Hirman, being the persons
duly appointed, qualified and acting in the reorganization proceedings of Edgell
Communications, Inc. (the "Corporation"), by the order of the United States
Bankruptcy Court for the Northern District of Ohio (the "Bankruptcy Court")
pursuant to Chapter 11 of Title 11 of the United States Code (the "Bankruptcy
Code"), do hereby certify:

(1) The name of the Corporation is Edgell Communications, Inc. The name
under which the Corporation was formed was HBJ Publications, Inc.

(2) The original Certificate of Incorporation was filed by the Department
of State on January 23, 1987.

(3) Paragraph 1 of the Corporation's Certificate of Incorporation, which
sets forth the name of the Corporation, is hereby amended to change the
Corporation's name and shall read in its entirety as follows:

"FIRST: The name of the Corporation shall be Advanstar Communications
-----
Inc. (hereinafter sometimes called the "Corporation")."

(4) Paragraph 4 of the Corporation's Certificate of Incorporation, which
sets forth the aggregate number of shares that the Corporation shall have the
authority to issue, is hereby amended to increase the Corporation's stock and
decrease the par value of the stock form 1,000 shares of unissued stock at $1.00
par value to 1,499,000 shares of unissued stock at $.01 par value and the number
of issued shares from 1,000 shares of issued stock at $1.00 par value to 1,000
shares of issued stock at $.01 par value. Paragraph 4 is also amended to include
a prohibition of issuance of any shares of non-voting Common Stock. To effect
the foregoing amendments, Paragraph 4 shall be amended to read as follows:

"FOURTH: The aggregate number of shares which the Corporation shall
------
have the authority to issue is one million five hundred thousand
(1,500,000) shares of Common Stock each having a par value of one cent
($.01). The Corporation shall not issue non-voting Common Stock."

-2-

(5) This amendment to the Corporation's Certificate of Incorporation was
authorized by the undersigned persons pursuant to the Joint Plan of
Reorganization of said Corporation and New Century Communications, Inc. dated
the 20th day of November, 1991 (the "Plan of Reorganization").

(6) Provision for this certificate is contained in the Plan of
Reorganization.

(7) The Plan of Reorganization has been confirmed as provided in Chapter
11 of the Bankruptcy Code.

(8) The proceeding for the reorganization of said Corporation resulting in
the Plan of Reorganization and the confirmation thereof is entitled In re:
------
Edgell Communications, Inc. and New Century Communications, Inc., Debtors, Case
- --------------------------------------------------------------------------
No. B91-17030 and the venue thereof is in the United State Bankruptcy Court for
the Northern District of Ohio.

(9) The order confirming the Plan of Reorganization was made on the 23rd
day of January, 1992, and entered in the office of the clerk of the aforesaid
court on the 23rd day of January, 1992.

IN WITNESS WHEREOF, the undersigned have executed and signed this
Certificate on behalf of the Corporation this 17th day of January, 1992.

/s/ Richard B. Swank
_________________________________
Name: Richard B. Swank
Title: Chairman & CEO

/s/ Arland Hirman
_________________________________
Name: Arland Hirman
Title: Vice President, Treasurer
and Secretary

STATE OF )
) ss.:
COUNTY OF )

Richard B. Swank, being duly sworn, deposes and says that he is one of the
persons who signed the foregoing certificate of amendment on behalf of the
corporation; that he signed said certificate in the capacity set opposite or
beneath his signature thereon; that he has read the foregoing certificate and
knows the contents thereof; and that the statements contained therein are true
to his own knowledge.

/s/ Richard B. Swank
_________________________________
Name: Richard B. Swank
Capacity: Chairman & CEO

Subscribed and sworn to
before me on January 17, 1992.

______________________________ Notary

STATE OF MINNESOTA )
) ss.:
COUNTY OF ST. LOUIS )

Arland Hirman, being duly sworn, deposes and says that he is one of the
persons who signed the foregoing certificate of amendment on behalf of the
corporation; that he signed said certificate in the capacity set opposite or
beneath his signature thereon; that he has read the foregoing certificate and
knows the contents thereof; and that the statements contained therein are true
to his own knowledge.

/s/ Arland Hirman
___________________________________
Name: Arland Hirman
Capacity: Vice President, Treasurer
and Secretary
Subscribed and sworn to
before me on January 20, 1992.
_______________________________ Notary

===========================================
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
EDGELL COMMUNICATIONS, INC.

===========================================

SKADDEN ARPS SLATE MEAGHER & FLOM
ONE RODNEY SQUARE
WILMINGTON, DELAWARE 19899-0636

CERTIFICATE OF MERGER
OF INFOTEXT PUBLISHING, INC. INTO ADVANSTAR COMMUNICATIONS, INC.,
UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW

Advanstar Communications Inc. ("Advanstar" or "Surviving
Corporation"), a New York corporation, pursuant to the provisions of Section 905
of the Business Corporation Law of New York, desires to combine its operations
with its subsidiary Infotext Publishing, Inc. ("Infotext" or "Merging
Corporation"), a Nevada corporation, and certifies the following facts:

1. Advanstar owns all of the outstanding shares of Infotext.
2. Infotext has 10,000 shares of common stock, par value $.01,
issued and outstanding, all of which are owned by Advanstar.
3. The effective date of the merger is the date of filing (the
"Effective Date").
4(a). The certificate of incorporation of Advanstar was filed with
the Department of State of the State of New York on January 23, 1987, under the
name of HBJ Publications, Inc.
4(b). Infotext was incorporated under the laws of the State of
Nevada on November 4, 1988, and no application has been filed for authority to
do business in the State of New York.
4(c). This merger is permitted by the General Corporation Law of
Nevada and is in compliance therewith.
5. The Surviving Corporation currently owns all of the issued
and outstanding stock of the Merging Corporation.
6. The Plan of Merger was adopted by the Board of Directors of
the Surviving Corporation on September 28, 1993.
This certificate has been signed and witnessed on the 30th day of
September, 1993 and the statements contained herein are affirmed as true under
penalties of perjury.

Advanstar Communications Inc.

By: /s/ Edward D. Aster
_______________________________________
Name: Edward D. Aster
Title: President and Chief Executive Officer

/s/ David W. Montgomery
______________________________________
Name: David W. Montgomery
Title: Secretary

) State of Ohio
) County of Cuyahoga

The foregoing instrument was acknowledged before me on this September
30, 1993, by Edward D. Aster, President and Chief Executive Officer, and David
W. Montgomery, Secretary, of Advanstar Communications Inc., a New York
corporation, on behalf of the corporation.

__________________________
Notary Public

CERTIFICATE OF MERGER
OF ART RESOURCE TRADE EXPO, INC. INTO ADVANSTAR COMMUNICATIONS INC., UNDER
SECTION 905 OF THE BUSINESS CORPORATION LAW

Advanstar Communications Inc. ("Advanstar" or "Surviving Corporation"), a
New York corporation, pursuant to the provisions of Section 905 of the Business
Corporation Law of New York, desires to combine its operations with its
subsidiary Art Resource Trade Expo, Inc. ("Art Resource" or "Merging
Corporation"), a New York corporation, and certifies the following facts:

1. Advanstar owns all of the outstanding shares of Art Resource.

2. Art Resource has 200 shares of common stock without par value issued
and outstanding, all of which are owned by Advanstar.

3. The effective date of the merger is the date of filing (the
"Effective Date").

4(a). The certificate of incorporation of Advanstar was filed with the
Department of State of the State of New York on January 23, 1987, under the name
of HBJ Publications, Inc.

4(b). The certificate of incorporation of Art Resource was filed with the
Department of State of the State of New York on November 15, 1991, under the
name Art Resource Trade Expo, Inc.

5. The Surviving Corporation currently owns all of the issued and
outstanding stock of the Merging Corporation.

6. The Plan of Merger was adopted by the Board of Directors of the
Surviving Corporation on September 28, 1993.

-2-

This certificate has been signed and witnessed on the 30th day of
September, 1993 and the statements contained herein are affirmed as true under
penalties of perjury.

Advanstar Communications, Inc.

By: /s/ Edward D. Aster
_______________________________________________
Name: Edward D. Aster
Title: President and Chief Executive Officer

/s/ David W. Montgomery
__________________________________________________
Name: David W. Montgomery
Title: Secretary

CERTIFICATE OF MERGER OF
ART RESOURCE TRADE EXPO, INC. INTO
ADVANSTAR COMMUNICATIONS, INC.

UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW

SQUIRE, SANDERS & DEMPSEY
4900 PUBLIC SQUARE
CLEVELAND, OH 44114-1304

CERTIFICATE OF MERGER

LIVE TIME, INC.

INTO

ADVANSTAR COMMUNICATIONS INC.

UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW

* * * * *

Advanstar Communications Inc., pursuant to the provisions of Section 905
and Section 907(c) of the Business Corporation Law of the State of New York,
hereby certifies as follows:

1. Advanstar Communications Inc., a corporation of the State of New York
(formerly known as Edgell Communications, Inc. and formerly known as and
incorporated under the name HBJ Publications, Inc.), owns all of the outstanding
shares of Common Stock, no par value, of Live Time, Inc., a corporation of the
State of California.

2. Pursuant to an agreement and plan of merger, Live Time, Inc. is to be
merged into Advanstar Communications Inc., the surviving corporation of such
merger.

3. The designation and number of all outstanding shares of Live Time, Inc.
and the number of such shares owned by the surviving corporation are as follows:

Designation and Number Number of Shares
---------------------- ----------------
Name of Subsidiary of Outstanding Shares Owned by Survivor
------------------ --------------------- -----------------

Live Time, Inc. 2,000 shares of Common Stock 2,000 shares of Common Stock

(a) The certificate of incorporation of Advanstar Communications Inc. was
filed in the Department of State on the 23rd day of January, 1987.

-2-

(b) Live Time, Inc. was incorporated under the laws of the State of
California on the 15th day of November, 1984, and no application for authority
to do business in the State of New York has been filed by Live Time, Inc. with
the Department of State.

4. The merger is permitted by the laws of the State of California and is
in compliance therewith.

5. The agreement and plan of merger was adopted by the Board of Directors
of Advanstar Communications Inc., the surviving corporation.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-3-

IN WITNESS WHEREOF, this certificate has been signed on the 27th day of
April, 1998 and the statements contained therein are affirmed as true under
penalties of perjury.

Advanstar Communications Inc.

/s/ Robert L. Krakoff
By:_______________________________
Robert L. Krakoff
President

/s/ David W. Montgomery
By:_______________________________
David W. Montgomery
Secretary

CERTIFICATE OF MERGER

ADVANSTAR S.A. VENTURES, INC.

INTO

ADVANSTAR COMMUNICATIONS INC.

UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW

* * * * *

Advanstar Communications Inc., pursuant to the provisions of Section 905
and Section 907(c) of the Business Corporation Law of the State of New York,
hereby certifies as follows:

1. Advanstar Communications Inc., a corporation of the State of New York
(formerly known as Edgell Communications Inc. and formerly known as and
incorporated under the name HBJ Publications, Inc.), owns all of the outstanding
shares of Advanstar S.A. Ventures, Inc., a corporation of the State of Ohio.

2. Pursuant to an agreement and plan of merger, Advanstar S.A. Ventures,
Inc. is to be merged into Advanstar Communications Inc., the surviving
corporation of the merger.

3. The designation and number of outstanding shares of Advanstar S.A.
Ventures, Inc. and the number of such shares owned by the surviving corporation
are as follows:

Designation and Number Number of Shares
---------------------- ----------------
Name of Subsidiary of Outstanding Shares Owned by Survivor
------------------ --------------------- -----------------

Advanstar S.A. Ventures, Inc. 100 shares of Common Stock 100 shares of Common Stock

(a) The certificate of incorporation of Advanstar Communications Inc.
was filed in the Department of State on the 23rd day of January, 1987.

-2-

(b) Advanstar S.A. Ventures, Inc. was incorporated under the laws of the
State of Ohio on the 20th day of November 1992, and no application for authority
to do business in the State of New York has been filed by Advanstar S.A.
Ventures, Inc. with the Department of State.

4. The merger is permitted by the laws of the State of Ohio and is in
compliance therewith.

5. The agreement and plan of merger was adopted by the Board of Directors
of Advanstar Communications Inc., the surviving corporation.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-3-

IN WITNESS WHEREOF, this certificate has been signed on the 27th day
of April, 1998 and the statements contained therein are affirmed as true under
penalties of perjury.

Advanstar Communications Inc.

By: /s/ Robert L. Krakoff
_______________________________
Robert L. Krakoff
President

By: /s/ David W. Montgomery
_______________________________
David W. Montgomery
Secretary

PLAN

MERGER

* * * * *

FIRST: Advanstar Communications Inc. (f/k/a HBJ Publications, Inc. and
Edgell Communications, Inc.), a corporation of the State of New York owns all of
the outstanding shares of Live Time, Inc. and Advanstar S.A. Ventures, Inc.

SECOND: As to each subsidiary corporation, the designation and number
of outstanding shares and the number of such shares owned by the surviving
corporation are as follows:

Designation and Number of Number of Shares
------------------------- ----------------
Name of Subsidiary Outstanding Shares Owned by Survivor
- ------------------ ----------------- ------------------

Live Time, Inc. 100 100
Advanstar S.A. 100 100
Ventures, Inc.

THIRD: The terms and conditions of the proposed merger are as follows:

(INCLUDE HERE A STATEMENT OF THE SURRENDER AND ELIMINATION OF ALL SHARES
OWNED BY THE SURVIVING PARENT; AND, IF ALL OUTSTANDING SUBSIDIARY SHARES
ARE NOT OWNED BY PARENT, THE MANNER AND BASIS OF CONVERTING SUCH SHARES
INTO SHARES, BONDS OR OTHER SECURITIES OF THE PARENT, OR THE CASH OR OTHER
CONSIDERATION TO BE PAID FOR SUCH SHARES.)

FORTH: (THE PLAN MAY INCLUDE SUCH OTHER PROVISIONS WITH RESPECT TO THE
PROPOSED MERGER AS THE BOARD CONSIDERS NECESSARY OR DESIRABLE.)

-2-

The foregoing Plan of Merger was duly adopted by the Board of Directors of
the surviving corporation on _____________________.