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Delaware		5734		20-2733559
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Minnesota		5734		41-1609563
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

						Proposed Maximum			Proposed Maximum
Title of Each Class of			Amount			Offering Price			Aggregate			Amount of
Securities to be Registered			to be Registered			per Unit(1)			Offering Price(1)			Registration Fee
Senior Floating Rate Notes due 2011			$300,000,000			100.000%			$300,000,000			$32,100.00
Guarantees of the Senior Floating Rate Notes due 2011			(2)			(2)			(2)			(2)
8% Senior Notes due 2012			$650,000,000			98.688%			$641,472,000			$68,637.51
Guarantees of the 8% Senior Notes due 2012			(2)			(2)			(2)			(2)

(1)	Estimated solely for purposes of calculation of the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended.
(2)	Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate registration fee is payable.

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		Jurisdiction of				I.R.S. Employer
		Incorporation/				Identification
Exact Name of Additional Registrants*		Organization				Number
Electronics Boutique Holdings Corp.			Delaware				51-0379406
GameStop Holdings Corp.			Delaware				75-2951347
Marketing Control Services, Inc.			Virginia				47-0927512
Sunrise Publications, Inc.			Minnesota				41-1792301
GameStop Brands, Inc.			Delaware				20-1243398
GameStop of Texas (GP), LLC			Delaware				20-1201873
GameStop (LP), LLC			Delaware				20-1243349
GameStop Texas LP			Texas				20-1202148
EB Catalog Company, Inc.			Nevada				88-0416406
ELBO Inc.			Delaware				51-0381472
EB International Holdings, Inc.			Delaware				51-0408682
EB Sadsbury Second, LLC			Delaware				20-0597991
EB Sadsbury General Partner, LP			Delaware				none
EB Sadsbury Property Holding, LP			Delaware				45-0529392

*	The address and telephone number for each of the additional registrants is 625 Westport Parkway, Grapevine, Texas 76051, (817) 424-2000. The primary standard industrial classification code number for each of the additional registrants is 5734.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities Exchange Commission is effective. This prospectus is not an offer to sell securities and is not soliciting an offer to buy securities in any state where the offer of sale is not permitted.

	•	We will exchange all old notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer.
	•	You may withdraw tenders of old notes at any time prior to the expiration of the exchange offer.
	•	We believe that the exchange of old notes for exchange notes will not be a taxable transaction for United States federal income tax purposes.
	•	We will not receive any proceeds from the exchange offer.

	•	The form and terms of the exchange notes will be identical in all material respects to the form and terms of the old notes, except that the exchange notes will be registered under the Securities Act, the transfer restrictions and registration rights applicable to the old notes will not apply to the exchange notes, and the exchange notes will not contain any provisions relating to liquidated damages in connection with the old notes under circumstances related to the timing of the exchange offer.
	•	We are offering the exchange notes in order to satisfy certain of our obligations under the registration rights agreement entered into in connection with the placement of the old notes.

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		Page
Preliminary Note		ii
Available Information		ii
Industry and Market Data		iv
Forward-Looking Statements		iv
Summary		1
Risk Factors		10
Use of Proceeds		20
Capitalization		21
Unaudited Pro Forma Financial Information		22
Selected Historical Financial Information		25
Ratios of Earnings to Fixed Charges		27
Management’s Discussion and Analysis of Financial Condition and Results of Operations		28
Business		43
Management		55
Certain Relationships and Related Party Transactions		59
Description of Other Indebtedness		62
The Exchange Offer		64
Description of the Exchange Notes		73
Certain United States Federal Income Tax Consequences		116
Plan of Distribution		120
Legal Matters		121
Experts		121
Index to Financial Statements		F-1

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	•	Registration Statement on Form S-4, filed by GameStop with the SEC on May 23, 2005;
	•	Amendment No. 1 to the Registration Statement on Form S-4, filed by GameStop with the SEC on July 8, 2005;
	•	Amendment No. 2 to the Registration Statement on Form S-4, filed by GameStop with the SEC on September 2, 2005;
	•	GameStop’s Annual Report on Form 10-K for the fiscal year ended January 28, 2006, filed with the SEC on April 3, 2006;
	•	GameStop’s Current Report on Form 8-K, filed with the SEC on April 13, 2006;
	•	EB’s Annual Report on Form 10-K for the fiscal year ended January 29, 2005, filed with the SEC on April 7, 2005;
	•	EB’s Annual Report on Form 10-K/ A for the fiscal year ended January 29, 2005, filed with the SEC on May 20, 2005;
	•	EB’s Annual Report on Form 10-K/ A for the fiscal year ended January 29, 2005, filed with the SEC on September 2, 2005;
	•	EB’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2005, filed with the SEC on June 9, 2005;
	•	EB’s Quarterly Report on Form 10-Q/ A for the quarter ended April 30, 2005, filed with the SEC on September 2, 2005;
	•	EB’s Quarterly Report on Form 10-Q for the quarter ended July 30, 2005, filed with the SEC on September 8, 2005;
	•	EB’s Current Report on Form 8-K, filed with the SEC on March 15, 2005;
	•	EB’s Current Report on Form 8-K, filed with the SEC on March 22, 2005;
	•	EB’s Current Report on Form 8-K, filed with the SEC on April 18, 2005;
	•	EB’s Current Report on Form 8-K, filed with the SEC on May 27, 2005;
	•	EB’s Current Report on Form 8-K, filed with the SEC on June 9, 2005;
	•	EB’s Current Report on Form 8-K, filed with the SEC on June 15, 2005;
	•	EB’s Current Report on Form 8-K, filed with the SEC on August 30, 2005;
	•	EB’s Current Report on Form 8-K, filed with the SEC on September 6, 2005;
	•	EB’s Current Report on Form 8-K, filed with the SEC on October 7, 2005; and
	•	EB’s Current Report on Form 8-K, filed with the SEC on October 11, 2005.

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	•	our reliance on suppliers and vendors for sufficient quantities of their products and for new product releases;
	•	economic conditions affecting the electronic game industry;
	•	the competitive environment in the electronic game industry;
	•	our ability to open and operate new stores;
	•	our ability to attract and retain qualified personnel;
	•	the impact and costs of litigation and regulatory compliance;
	•	the risks involved in our international operations;
	•	our ability to successfully integrate the operations of Historical GameStop and EB and manage the combined operations of the Company;
	•	the cost savings and other synergies from the mergers may not be fully realized or may take longer to realize than expected; and
	•	other factors described in our Annual Report on Form 10-K, filed with the SEC on April 3, 2006, including those set forth under the caption “Item 1A. Risk Factors.”

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	There are significant consequences if you fail to exchange your old notes.

	You cannot be sure that an active trading market for the exchange notes will develop.

	You must follow the appropriate procedures to tender your old notes or they will not be exchanged.

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	The failure to successfully integrate Historical GameStop’s and EB’s businesses and operations in the expected timeframe may adversely affect our future results.

	We may fail to realize the anticipated synergies, cost savings and other benefits expected from the mergers.

	We depend upon our key personnel and they would be difficult to replace.

	We depend upon the timely delivery of products.

	We depend upon third parties to develop products and software.

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	Our ability to obtain favorable terms from our suppliers may impact our financial results.

	If our vendors fail to provide marketing and merchandising support at historical levels, our sales and earnings could be negatively impacted.

	The electronic game industry is cyclical, which could cause significant fluctuation in our earnings.

	Pressure from our competitors may force us to reduce our prices or increase spending, which could decrease our profitability.

	International events could delay or prevent the delivery of products to our suppliers.

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	Our international operations expose us to numerous risks.

	•	economic downturns;
	•	currency exchange rate fluctuations;
	•	international incidents;
	•	government instability; and
	•	an increasing number of competitors entering our current and potential markets.

	Possible changes in our global tax rate.

	If we are unable to renew or enter into new leases on favorable terms, our revenue growth may decline.

	The ability to download video games and play video games on the Internet could lower our sales.

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	If we fail to keep pace with changing industry technology, we will be at a competitive disadvantage.

	An adverse trend in sales during the holiday selling season could impact our financial results.

	Our results of operations may fluctuate from quarter to quarter, which could affect our business, financial condition and results of operations.

	•	the timing of new product releases;
	•	the timing of new store openings; and
	•	shifts in the timing of certain promotions.

	Our failure to effectively manage new store openings could lower our sales and profitability.

	•	the ability to identify new store locations, negotiate suitable leases and build out the stores in a timely and cost efficient manner;
	•	the ability to hire and train skilled associates;
	•	the ability to integrate new stores into our existing operations; and
	•	the ability to increase sales at new store locations.

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	If our management information systems fail to perform or are inadequate, our ability to manage our business could be disrupted.

	We may engage in acquisitions which could negatively impact our business if we fail to successfully complete and integrate them.

	To service our indebtedness, we will require a significant amount of cash, the availability of which depends on many factors beyond our control.

	•	our reliance on suppliers and vendors for sufficient quantities of their products and new product releases and our ability to obtain favorable terms from these suppliers and vendors;
	•	economic conditions affecting the electronic game industry as a whole;
	•	the highly competitive environment in the electronic game industry and the resulting pressure from our competitors potentially forcing us to reduce our prices or increase spending;
	•	our ability to open and operate new stores;
	•	our ability to attract and retain qualified personnel; and
	•	our dependence upon software publishers to develop popular game and entertainment titles for video game systems and PCs.

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	As a result of the Transactions, we have substantial debt that could adversely impact cash availability for growth and operations and may increase our vulnerability to general adverse economic and industry conditions.

	•	our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired;
	•	we must use a substantial portion of our cash flow from operations to make debt service payments on the notes and our Senior Credit Facility, which will reduce the funds available to us for other purposes such as potential acquisitions and capital expenditures;
	•	we may have a higher level of indebtedness than some of our competitors, which may put us at a competitive disadvantage and reduce our flexibility in planning for, or responding to, changing conditions in our industry, including increased competition; and
	•	we are more vulnerable to general economic downturns and adverse developments in our business.

	Because of our incurrence of floating rate debt resulting from financing arrangements entered into in connection with the mergers, we may be adversely affected by interest rate changes.

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	Your right to receive payments on the notes will be effectively junior to our secured indebtedness to the extent of the value of the assets securing such indebtedness.

	Claims of holders of the notes will be structurally junior to claims of creditors of all of our existing and future non-guarantor subsidiaries.

	Our operations are substantially restricted by the indenture governing the notes and the terms of our Senior Credit Facility.

	•	incur, assume or permit to exist additional indebtedness or guaranty obligations;
	•	incur liens or agree to negative pledges in other agreements;
	•	engage in sale and leaseback transactions;
	•	make loans and investments;
	•	declare dividends, make payments or redeem or repurchase capital stock;
	•	engage in mergers, acquisitions and other business combinations;
	•	prepay, redeem or purchase certain indebtedness, including the notes;
	•	amend or otherwise alter the terms of our organizational documents and our indebtedness, including the notes;
	•	sell assets; and
	•	transact with affiliates.

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	Most of the covenants in the indenture will be suspended during any future period that we have an investment grade rating from both rating agencies, and during any such period you will not have the benefit of those covenants.

	Despite current anticipated indebtedness levels and restrictive covenants, we may incur additional indebtedness in the future.

	We may not be able to repurchase the notes upon a change of control.

	Federal and state fraudulent transfer laws permit a court to void or subordinate the notes and related guarantees, and if that occurs, you may not receive any payments on the notes.

	•	issued the notes or a guarantee with actual intent to hinder, delay or defraud present or future creditors; or

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	•	received less than reasonably equivalent value or fair consideration in return for issuing either the notes or a guarantee, and, one of the following is also true:

	•	either of the Issuers or any guarantor was insolvent, or rendered insolvent, by reason of the issuance of the notes and/or guarantees;
	•	the issuance of the notes and/or the guarantees left either of the Issuers or any guarantor with an unreasonably small amount of capital to carry on the business; or
	•	either of the Issuers or any guarantor intended to incur, or believed it would incur, debts that we or it would be unable to pay as they become due and matured.

	•	the sum of its debts was greater than the fair value of all its assets;
	•	the present fair saleable value of its assets is less than the amount required to pay the probable liability on its existing debts and liabilities as they become due; or
	•	it cannot pay its debts as they become due.

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				As of January 28, 2006
				(In thousands)
Cash and cash equivalents				$	401,593
Short-term borrowings:
	Revolving loans(1)				—
	Current installment on long-term debt			$	12,527
		Total short-term debt			12,527
Long-term borrowings:
	New credit facility			$	—
	Long-term debt				21,675
	Notes offered hereby, at face				950,000
		Total long-term debt			971,675
Total debt					984,202
Stockholders’ equity					1,114,713
Total capitalization				$	2,098,915

(1)	Borrowings under the Senior Credit Facility are limited to the lesser of $400.0 million or the borrowing base.

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			GameStop				EB
			January 28,				October 8,				Pro Forma				GameStop
For the Fiscal Year Ended January 28, 2006			2006				2005(a)				Adjustments				Pro Forma
			(In thousands, except per share data)
Sales			$	3,091,783			$	1,302,107			$	—			$	4,393,890
Cost of sales				2,219,753				935,175				—				3,154,928
	Gross profit			872,030				366,932				—				1,238,962
Selling, general and administrative expenses				599,343				331,424				—				930,767
Depreciation and amortization				66,355				30,573				(2,640	)(b)			94,288
Merger-related expenses				13,600				2,900				(16,500	)(c)			—
	Operating earnings			192,732				2,035				19,140				213,907
Interest expense (income), net				25,292				(1,927	)			52,528	(d)			78,339
												2,446	(e)
Merger-related interest expense				7,518				—				(7,518	)(c)			—
	Earnings (loss) before income tax expense (benefit)			159,922				3,962				(28,316	)			135,568
Income tax expense (benefit)				59,138				1,415				(11,071	)(f)			49,482
	Net earnings (loss)		$	100,784			$	2,547			$	(17,245	)		$	86,086
Net earnings (loss) per Class A and Class B common share — basic			$	1.74	(h)		$	0.10			$	(0.64	)		$	1.20	(i)
												(25,065	)(g)
Weighted average shares of common stock — basic				57,920				25,065				14,005	(g)			71,925
Net earnings (loss) per Class A and Class B common share — diluted			$	1.61	(h)		$	0.10			$	(0.58	)		$	1.13	(i)
												(25,396	)(g)
Weighted average shares of common stock — diluted				62,486				25,396				14,005	(g)			76,491

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		Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year
		Ended				Ended				Ended				Ended				Ended
		January 28,				January 29,				January 31,				February 1,				February 2,
		2006(1)				2005				2004				2003				2002
		In thousands, except per share data and statistical data
Statement of Operations Data:
Sales		$	3,091,783			$	1,842,806			$	1,578,838			$	1,352,791			$	1,121,138
Cost of sales			2,219,753				1,333,506				1,145,893				1,012,145				855,386
Gross profit			872,030				509,300				432,945				340,646				265,752
Selling, general and administrative expenses(2)			599,343				373,364				299,193				230,461				200,698
Depreciation and amortization(2)			66,355				36,789				29,368				23,114				19,842
Amortization of goodwill			—				—				—				—				11,125
Merger-related expenses			13,600				—				—				—				—
Operating earnings			192,732				99,147				104,384				87,071				34,087
Interest expense (income), net			25,292				236				(804	)			(630	)			19,452
Merger-related interest expense			7,518				—				—				—				—
Earnings before income taxes			159,922				98,911				105,188				87,701				14,635
Income tax expense			59,138				37,985				41,721				35,297				7,675
Net earnings		$	100,784			$	60,926			$	63,467			$	52,404			$	6,960
Net earnings per Class A and Class B common share — basic		$	1.74			$	1.11			$	1.13			$	0.93			$	0.19
Weighted average shares outstanding — basic			57,920				54,662				56,330				56,289				36,009
Net earnings per Class A and Class B common share — diluted		$	1.61			$	1.05			$	1.06			$	0.87			$	0.18
Weighted average shares outstanding — diluted			62,486				57,796				59,764				60,419				39,397

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		Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year
		Ended				Ended				Ended				Ended				Ended
		January 28,				January 29,				January 31,				February 1,				February 2,
		2006(1)				2005				2004				2003				2002
		In thousands, except per share data and statistical data
Other Financial Data:
Net earnings excluding the after-tax effect of goodwill amortization(3)		$	100,784			$	60,926			$	63,467			$	52,404			$	15,373
Net earnings per share excluding the after-tax effect of goodwill amortization — diluted(3)		$	1.61			$	1.05			$	1.06			$	0.87			$	0.39
Store Operating Data:
Stores open at the end of period			4,490				1,826				1,514				1,231				1,038
Comparable store sales increase (decrease)(4)			(1.4	)%			1.7	%			0.8	%			11.4	%			32.0	%
Inventory turnover			5.0				5.4				4.9				4.9				5.2
Balance Sheet Data:
Working capital		$	233,591			$	111,093			$	188,378			$	174,482			$	31,107
Total assets(2)			3,015,119				915,983				902,189				806,237				608,674
Total debt			975,990				36,520				—				—				399,623
Total liabilities(2)			1,900,406				372,972				308,156				257,562				612,659
Stockholders’ equity (deficit)			1,114,713				543,011				594,033				548,675				(3,985	)

(1)	Includes the results of operations of EB from October 9, 2005, the day after completion of the mergers, through January 28, 2006. The addition of EB’s results affects the comparability of amounts from fiscal periods before fiscal 2005.
(2)	In 2004, we revised our method of accounting for rent expense to conform to GAAP, as clarified by the Chief Accountant of the SEC in a February 2005 letter to the American Institute of Certified Public Accountants. A non-cash, after-tax adjustment of $3,312 was made in the fourth quarter of fiscal 2004 to correct the method of accounting for rent expense (and related deferred rent liability) to include the impact of escalating rents for periods in which we are reasonably assured of exercising lease options and to include any “rent holiday” period (a period during which the Company is not obligated to pay rent) the lease allows while the store is being constructed. We also corrected our calculation of depreciation expense for leasehold improvements for those leases which do not include an option period. The impact of these corrections on periods prior to fiscal 2004 was not material and the adjustment does not affect historical or future cash flows or the timing of payments under related leases. See Note 1 of “Notes to Consolidated Financial Statements” of the Company for additional information concerning lease accounting.
(3)	Net earnings excluding the after-tax effect of goodwill amortization is presented here to provide additional information about our operations. These items should be considered in addition to, but not as a substitute for or superior to, operating earnings, net earnings, cash flow and other measures of financial performance prepared in accordance with GAAP.
(4)	Stores are included in our comparable store sales base beginning in the 13th month of operation.

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		Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year
		Ended				Ended				Ended				Ended				Ended
		January 28,				January 29,				January 31,				February 1,				February 2,
		2006				2005				2004				2003				2002
		(Dollars in thousands)
Earnings:
Earnings before income taxes		$	159,922			$	98,911			$	105,188			$	87,701			$	14,635
Fixed charges			65,864				23,565				16,932				14,616				31,335
Adjusted earnings		$	225,786			$	122,476			$	122,120			$	102,317			$	45,970
Ratio of earnings to fixed charges			3.4				5.2				7.2				7.0				1.5
Fixed charges:
Interest expense		$	30,111			$	2,155			$	663			$	1,368			$	19,575
Amortization of issue discount			316				—				—				—				—
Interest portion of net rental expense(1)			35,437				21,410				16,269				13,248				11,760
Total fixed charges		$	65,864			$	23,565			$	16,932			$	14,616			$	31,335

(1)	The interest portion of net rental expense is estimated to be equal to 28% of the minimum rental expense for the period.

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		Fiscal Year				Fiscal Year				Fiscal Year
		Ended				Ended				Ended
		January 28,				January 29,				January 31,
		2006				2005				2004
Statement of Operations Data:
Sales			100.0	%			100.0	%			100.0	%
Cost of sales			71.8				72.4				72.6
Gross profit			28.2				27.6				27.4
Selling, general and administrative expenses			19.4				20.2				19.0
Depreciation and amortization			2.2				2.0				1.8
Merger-related expenses			0.4				—				—
Operating earnings			6.2				5.4				6.6
Interest expense (income), net			0.8				0.0				0.0
Merger-related interest expense			0.2				—				—
Earnings before income taxes			5.2				5.4				6.6
Income tax expense			1.9				2.1				2.6
Net earnings			3.3	%			3.3	%			4.0	%

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			Fiscal Year Ended								Fiscal Year Ended								Fiscal Year Ended
			January 28, 2006								January 29, 2005								January 31, 2004
							Percent								Percent								Percent
			Sales				of Total				Sales				of Total				Sales				of Total
Sales:
New video game hardware			$	503.2				16.3	%		$	209.2				11.4	%		$	198.1				12.6	%
New video game software				1,244.9				40.3	%			776.7				42.1	%			647.9				41.0	%
Used video game products				808.0				26.1	%			511.8				27.8	%			403.3				25.5	%
Other				535.7				17.3	%			345.1				18.7	%			329.5				20.9	%
	Total		$	3,091.8				100.0	%		$	1,842.8				100.0	%		$	1,578.8				100.0	%

			Fiscal Year Ended								Fiscal Year Ended								Fiscal Year Ended
			January 28, 2006								January 29, 2005								January 31, 2004
							Gross								Gross								Gross
			Gross				Profit				Gross				Profit				Gross				Profit
			Profit				Percent				Profit				Percent				Profit				Percent
Gross Profit:
New video game hardware			$	30.9				6.1%			$	8.5				4.1%			$	10.6				5.3%
New video game software				266.5				21.4%				151.9				19.6%				128.6				19.9%
Used video game products				383.0				47.4%				231.6				45.3%				179.3				44.5%
Other				191.6				35.8%				117.3				34.0%				114.4				34.7%
	Total		$	872.0				28.2%			$	509.3				27.6%			$	432.9				27.4%

		Fiscal Year Ended				Fiscal Year Ended				Fiscal Year Ended
		January 28, 2006				January 29, 2005				January 31, 2004
United States		$	2,709.8			$	1,818.2			$	1,564.0
Canada			111.4				—				—
Australia			94.4				—				—
Europe			176.2				24.6				14.8
Total		$	3,091.8			$	1,842.8			$	1,578.8

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		Fiscal Year Ended				Fiscal Year Ended				Fiscal Year Ended
		January 28, 2006				January 29, 2005				January 31, 2004
United States		$	173.7			$	102.1			$	104.8
Canada			7.9				—				—
Australia			11.0				—				—
Europe			0.1				(3.0	)			(0.4	)
Total		$	192.7			$	99.1			$	104.4

		January 28, 2006				January 29, 2005
United States		$	2,347.1			$	897.1
Canada			210.4				—
Australia			214.7				—
Europe			242.9				18.9
Total		$	3,015.1			$	916.0

	Fiscal 2005 Compared to Fiscal 2004

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	Fiscal 2004 Compared to Fiscal 2003

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		Payments Due by Period
						Less Than												More Than
Contractual Obligations		Total				1 Year				1-3 Years				3-5 Years				5 Years
		In millions
Long-Term Debt(1)		$	1,479.4			$	91.4			$	168.8			$	156.3			$	1,062.9
Operating Leases		$	1,017.4			$	197.1			$	339.3			$	206.5			$	274.5
Purchase Obligations(2)		$	420.9			$	420.9			$	—			$	—			$	—
Involuntary Employment Termination Costs(3)		$	10.2			$	10.2			$	—			$	—			$	—
Total		$	2,927.9			$	719.6			$	508.1			$	362.8			$	1,337.4

(1)	The long-term debt consists of $650.0 million (principal value), which bears interest at 8.0%, $300.0 million of floating rate notes which currently bear interest at 8.865%, $24.3 million which bears interest at 5.5% and $9.3 million which bears interest at 5.4%. Amounts include contractual interest payments (using the interest rate as of January 28, 2006 for the floating rate notes).
(2)	Purchase obligations represent outstanding purchase orders for merchandise from vendors. These purchase orders are generally cancelable until shipment of the products.
(3)	Involuntary employment termination costs include known amounts committed to approximately 680 employees, primarily in general and administrative functions in EB’s Pennsylvania corporate office and distribution center and Nevada call center, which are expected to be closed in the first half of fiscal 2006. Termination of these employees began in October 2005 and is expected to be completed by July 2006.

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	•	Hardware Platform Technology Evolution. Video game hardware has evolved significantly from the early products launched in the 1980s. The processing speed of video game hardware has increased from 8-bit speeds in the 1980s to 128-bit speeds in next-generation systems such as Sony PlayStation 2, launched in 2000, and Nintendo GameCube and Microsoft Xbox, which both launched in November 2001. In addition, portable handheld video game devices have evolved from the 8-bit Nintendo Game Boy to the 128-bit Nintendo DS, which was introduced in November 2004, and the Sony PSP, which was introduced in March 2005. Microsoft released the Xbox 360 in November 2005 and Sony and Nintendo are each expected to release their respective new consoles in late 2006. Technological developments in both chip processing speed and data storage have provided significant improvements in advanced graphics and audio quality, which allow software developers to create more advanced games, encourage existing players to upgrade their hardware platforms and attract new video game players to purchase an initial system. As general computer technology advances, we expect video game technology to make similar advances.
	•	Next-Generation Systems Provide Multiple Capabilities Beyond Gaming. Many next-generation hardware platforms, including Sony PlayStation 2 and Microsoft Xbox and Xbox 360, utilize a DVD software format and have the potential to serve as multi-purpose entertainment centers by doubling as a player for DVD movies and compact discs. In addition, Sony PlayStation 2, Nintendo DS and Microsoft Xbox and Xbox 360 manufacture accessories which provide internet connectivity.
	•	Backward Compatibility. Sony PlayStation 2, Nintendo DS and, to some extent, Microsoft Xbox 360 are backward compatible, meaning that titles produced for the earlier version of the hardware platform may be used on the new hardware platform. We believe that backward compatibility may result in more stable industry growth because the decrease in consumer demand for products associated with existing hardware platforms that typically precedes the release of next-generation hardware platforms may be diminished.
	•	Introduction of Next-Generation Hardware Platforms Drives Software Demand. Sales of video game software generally increase as next-generation platforms mature and gain wider acceptance. Historically, when a new platform is released, a limited number of compatible game titles are immediately available, but the selection grows rapidly as manufacturers and third-party publishers develop and release game titles for that new platform. For example, when the Sony PSP was released in March 2005, approximately 20 game titles were available for sale. Currently, there are over 200 titles for the Sony PSP platform available for sale.
	•	Broadening Demographic Appeal. While the typical electronic game enthusiast is male between the ages of 14 and 35, the electronic game industry is broadening its appeal. More females are playing electronic video games, in part due to the development of video game products that appeal to them. According to ESA, approximately 43% of all electronic game players are female. More adults are also playing video games as a portion of the population that played video games in their childhood continues to play and advance to the next-generation video game products. In addition, the availability of used video game products for sale has enabled a lower-economic demographic, that may not have been able

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		to afford the considerably more expensive new video game products, to participate in the video game industry.

	•	Continuing the practices of Historical GameStop and EB of opening new strip center stores in our target markets and new mall stores in selected mall locations.
	•	Increasing our comparable store sales and operating earnings by capitalizing on industry growth, increasing sales of used video game products and our Game Informer magazine and increasing awareness of the GameStop brand.

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	•	Capitalize on Growth in Demand. Our sales of new video game software and used video game products grew by approximately 20% and 27%, respectively, in fiscal 2004 and, due primarily to the mergers, by an additional 60% and 58%, respectively, in fiscal 2005. In fiscal 2004, our comparable store sales increased 1.7%, driven in large measure by the success of Sony PlayStation 2, Microsoft Xbox, Nintendo GameCube and Nintendo DS, which was launched in November 2004. During fiscal 2004, we capitalized on the growth in demand for video game software and accessories that followed the increases in the installed hardware base of these four video game platforms. Comparable store sales on a pro forma basis for Historical GameStop and EB decreased 1.4% in fiscal 2005, due to soft demand leading up to the launch of the Microsoft Xbox 360 in November 2005. Despite limited supplies of the Microsoft Xbox 360, we capitalized on the demand for video game software and accessories that followed that launch and the launch in March 2005 of the Sony PSP. Over the next few years, we expect to continue to capitalize on the increasing installed base for these platforms and the expected release in late 2006 of the Sony PlayStation 3 and the Nintendo Revolution and the related growth in video game software and accessories sales.
	•	Increase Sales of Used Video Game Products. We will continue to expand the selection and availability of used video game products in our U.S. and international stores. Our strategy consists of increasing consumer awareness of the benefits of trading in and buying used video game products at our stores through increased marketing activities. We expect the continued growth of new platform technology to drive trade-ins of previous generation products, as well as next generation platforms, thereby expanding the supply of used video game products.
	•	Increase GameStop Brand Awareness. We intend to increase customer awareness of how the adoption of the best practices of Historical GameStop and EB will benefit our customers. In connection with our brand-building efforts, in each of the last three fiscal years, we increased the amount of media advertising in targeted markets. In fiscal 2006, we plan to continue to increase media advertising, to expand our GameStop loyalty card program, to aggressively promote trade-ins of used video game products in our stores and to leverage our web sites at www.gamestop.com and www.ebgames.com.

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	Site Selection and Locations

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United States		Number of Stores
Alabama			58
Alaska			3
Arizona			71
Arkansas			27
California			388
Colorado			52
Connecticut			45
Delaware			16
District of Columbia			2
Florida			230
Georgia			104
Guam			2
Hawaii			15
Idaho			8
Illinois			163
Indiana			69
Iowa			29
Kansas			31
Kentucky			47
Louisiana			56
Maine			9
Maryland			93
Massachusetts			69
Michigan			110
Minnesota			49
Mississippi			30
Missouri			67
Montana			7
Nebraska			17
Nevada			28
New Hampshire			20
New Jersey			142
New Mexico			26
New York			196
North Carolina			105
North Dakota			7
Ohio			161
Oklahoma			42
Oregon			29
Pennsylvania			191
Puerto Rico			43

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United States (Cont’d)		Number of Stores
Rhode Island			12
South Carolina			54
South Dakota			3
Tennessee			60
Texas			337
Utah			29
Vermont			7
Virginia			118
Washington			72
West Virginia			22
Wisconsin			49
Wyoming			4
Sub-total for United States			3,624

International		Number of Stores
Australia			152
Austria			2
Canada			261
Denmark			23
Finland			1
Germany			77
Ireland			28
Italy			102
New Zealand			25
Norway			10
Spain			123
Sweden			47
Switzerland			9
United Kingdom			6
Sub-total for International			866
Total stores			4,490

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Name		Age				Position with GameStop		Year Term Expires
R. Richard Fontaine			64			Chairman of the Board, Chief Executive Officer and			2007
						Director
Daniel A. DeMatteo			58			Vice Chairman, Chief Operating Officer and Director			2006
Jerome L. Davis			50			Director			2007
James J. Kim			70			Director			2007
Leonard Riggio			65			Director			2008
Michael N. Rosen			65			Secretary and Director			2006
Stephanie M. Shern			58			Director			2007
Stanley (Mickey) Steinberg			73			Director			2008
Gerald R. Szczepanski			57			Director			2008
Edward A. Volkwein			64			Director			2006
Lawrence S. Zilavy			55			Director			2008

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Nominating

and

Corporate

Name

Audit

Compensation

Governance

Executive

R. Richard Fontaine

X

Jerome L. Davis

X

Leonard Riggio

X

Michael N. Rosen

X

Stephanie Shern

X

Gerald R. Szczepanski

X

X

X

Edward A. Volkwein

X

X

X

Name		Age				Title
R. Richard Fontaine			64			Chairman of the Board and Chief Executive Officer
Daniel A. DeMatteo			58			Vice Chairman and Chief Operating Officer
Steven R. Morgan			54			President
David W. Carlson			43			Executive Vice President and Chief Financial Officer
Ronald Freeman			58			Executive Vice President of Distribution
Robert A. Lloyd			44			Senior Vice President and Chief Accounting Officer

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	•	until two years after the spin-off, entering into or permitting any transaction or series of transactions which would result in a person or persons acquiring or having the right to acquire shares of Historical GameStop’s capital stock that would comprise 50% or more of either the value of all outstanding shares of the capital stock or the total combined voting power of the outstanding voting stock; and
	•	until two years after the spin-off, liquidating, disposing of, or otherwise discontinuing the conduct of any portion of Historical GameStop’s active trade or business.

	•	by mutual agreement of us and Barnes & Noble;
	•	automatically, in the event that we no longer operate any department within Barnes & Noble’s stores;
	•	by us or Barnes & Noble, with respect to any department, upon not less than 30 days prior notice;
	•	by Barnes & Noble because of an uncured default by us;
	•	automatically, with respect to any department, if the applicable store lease in which we operate that department expires or is terminated prior to its expiration date; or

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	•	automatically, in the event of the bankruptcy or a change in control of either us or Barnes & Noble.

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	General

	Interest Rate and Fees

	Prepayments

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	Collateral and Guarantees

	Restrictive Covenants and Other Matters

	•	incur, assume or permit to exist additional indebtedness or guaranty obligations;
	•	incur liens or agree to negative pledges in other agreements;
	•	make loans and investments;
	•	declare dividends, make payments or redeem or repurchase capital stock;
	•	engage in mergers, acquisitions and other business combinations;
	•	prepay, redeem or purchase certain indebtedness;
	•	amend or otherwise alter the terms of our organizational documents or other specified agreements to the extent any such amendment or alteration is adverse to the lenders under the Senior Credit Facility;
	•	sell assets;
	•	transact with affiliates; and
	•	alter the business we conduct.

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	•	due to any change in law or applicable interpretation thereof by the SEC’s staff, we determine upon advice of outside counsel that we are not permitted to effect the exchange offer contemplated by this prospectus;
	•	for any other reason the exchange offer is not consummated within 270 days of the date the old notes were issued;
	•	any initial purchaser of the old notes so requests with respect to old notes that are not eligible to be exchanged for exchange notes in the exchange offer and that are held by such initial purchaser following consummation of the exchange offer;
	•	any holder of old notes (other than an initial purchaser) is not eligible to participate in the exchange offer; or
	•	any initial purchaser does not receive freely tradable exchange notes in exchange for old notes constituting any portion of an unsold allotment.

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	•	neither the exchange offer is completed within 270 days of the date the old notes were issued nor, if required, the shelf registration statement is declared effective within 120 days after the obligation arises to file such shelf registration statement; or
	•	notwithstanding that we have consummated or will consummate the exchange offer, if we are required to file a shelf registration statement and such shelf registration statement is not declared effective on or prior to the 120th day following the date the obligation arises to file such shelf registration statement.

	•	the exchange notes you acquire pursuant to the exchange offer are being acquired in the ordinary course of your business;
	•	you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes issued to you in the exchange offer; and
	•	you are not an “affiliate” of either Issuer.

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	•	to delay accepting any old notes, to extend the exchange offer or to terminate the exchange offer and not permit acceptance of old notes not previously accepted, if any of the conditions set forth below

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		under “— Conditions” have not been satisfied, by giving oral or written notice of the delay, extension or termination to the exchange agent; or
	•	to amend the terms of the exchange offer in any manner which, in our good faith judgment, is advantageous to the holders of the old notes, whether before or after any tender of the exchange notes.

	•	any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our sole judgment, might materially impair our ability to proceed with the exchange offer;
	•	any law, statute, rule or regulation is proposed, adopted or enacted, or any existing law, statute, rule or regulation is interpreted by the staff of the SEC, which, in our sole judgment, might materially impair our ability to proceed with the exchange offer; or
	•	any governmental approval has not been obtained, which approval we shall, in our sole discretion, deem necessary for the consummation of the exchange offer as contemplated hereby.

	•	refuse to accept any old notes and return all tendered old notes to the tendering holders;
	•	extend the exchange offer and retain all old notes tendered prior to the expiration of the exchange offer, subject, however, to the rights of holders who tendered such old notes to withdraw their tendered old notes; or
	•	waive such unsatisfied conditions with respect to the exchange offer and accept all properly tendered old notes which have not been withdrawn.

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	•	old notes must be received by the exchange agent along with the letter of transmittal;
	•	a timely confirmation of book-entry transfer of such old notes, if such procedure is available, into the exchange agent’s account at DTC pursuant to the procedure for book-entry transfer described below must be received by the exchange agent prior to the expiration date; or
	•	you must comply with the guaranteed delivery procedures described below.

	•	by a holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or
	•	for the account of an eligible institution.

	•	a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.;
	•	a commercial bank or trust company having an office or correspondent in the United States; or

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	•	an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act which is a member of one of the recognized signature guarantee programs identified in the letter of transmittal.

	•	purchase or make offers for any old notes that remain outstanding subsequent to the expiration date;
	•	as set forth above under “— Conditions,” to terminate the exchange offer;
	•	redeem the old notes as a whole or in part at any time and from time to time, as set forth under “Description of the Exchange Notes — Optional Redemption;” or
	•	to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise.

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	•	the tender is made through an eligible institution;
	•	prior to the expiration date, the exchange agent receives from an eligible institution a properly completed and duly signed letter of transmittal and notice of guaranteed delivery, substantially in the form provided by us (by facsimile transmission, mail or hand delivery) setting forth your name and address, the registered number(s) of the old notes and the principal amount of old notes tendered, stating that the tender is being made by guaranteed delivery and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal together with the old notes or a book-entry confirmation, as the case may be, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and
	•	a properly completed and signed letter of transmittal, as well as all tendered old notes in proper form for transfer or a book-entry confirmation, and all other documents required by the letter of transmittal, are received by the exchange agent within five New York Stock Exchange trading days after the expiration date. Upon request of the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their old notes according to the guaranteed delivery procedures set forth above.

	•	specify the name of the person having deposited the old notes to be withdrawn, which we refer to herein as the “depositor;”
	•	identify the old notes to be withdrawn (including the principal amount of the old notes and, in the case certificates representing the old notes have been tendered, registered number or numbers and or, in the case of old notes transferred by book-entry transfer, the name and number of the account at DTC to be credited);

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	•	be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have Citibank, N.A., the trustee with respect to the old notes, register the transfer of such old notes into the name of the person withdrawing the tender; and
	•	specify the name in which any such old notes are to be registered, if different from that of the depositor.

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	•	to us (upon redemption thereof or otherwise),
	•	pursuant to an effective registration statement under the Securities Act,
	•	so long as the old notes are eligible for resale pursuant to Rule 144A, to a qualified institutional buyer within the meaning of Rule 144A under the Securities Act in a transaction meeting the requirements of Rule 144A, or
	•	pursuant to another available exemption from the registration requirements of the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States.

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	•	upon the sale or other disposition of all the assets or Capital Stock of the Subsidiary Guarantor, in each case in a transaction in compliance with the covenant described under “— Certain Covenants — Limitation on Asset Sales”;
	•	upon the sale or other disposition (including by way or consolidation or merger) of the Subsidiary Guarantor in compliance with the covenant described under “— Merger, Consolidation and Sale of Property”; and
	•	upon the designation of the Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the covenant described under “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries.”

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Year		Percentage
2007			102.000	%
2008			101.000	%
2009 and thereafter			100.000	%

	(1) at least 65% of the aggregate principal amount of Senior Notes originally issued under the Indenture (excluding Senior Notes held by the Issuers and their Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
	(2) the redemption occurs within 120 days of the date of the closing of such Equity Offering.

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Year		Percentage
2009			104.000	%
2010			102.000	%
2011 and thereafter			100.000	%

	(1) 1.00% of the principal amount of such Senior Floating Rate Notes; and
	(2) the excess of

	(A) the present value at such time of (i) the redemption price of such Senior Floating Rate Notes at October 1, 2007 set forth above plus (ii) all accrued and unpaid interest required to be paid on such Senior Floating Rate Notes from the date of redemption through October 1, 2007, assuming that LIBOR (as determined in accordance with the definition of Applicable Rate) in effect on the date of the redemption notice would be LIBOR in effect through October 1, 2007 computed using a discount rate equal to LIBOR as of such redemption date plus 0.75% per annum, over
	(B) the principal amount of such Senior Floating Rate Notes.

	(1) 1.00% of the principal amount of such Senior Notes; and
	(2) the excess of

	(A) the present value at such time of (i) the redemption price of such Senior Notes at October 1, 2009 set forth above plus (ii) all accrued and unpaid interest required to be paid on such Senior Notes from the date of redemption through October 1, 2009 computed using a discount rate equal to the Treasury Rate plus 0.75% per annum, over
	(B) the principal amount of such Senior Notes.

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	•	accept for payment all Notes or portions thereof validly tendered and not withdrawn pursuant to the Change of Control Offer,
	•	deposit with the applicable paying agent (or, if an Issuer or any of the Restricted Subsidiaries is acting as the paying agent, segregate and hold in trust) an amount equal to the aggregate Change of Control Payments in respect of all Notes or portions thereof so tendered, and
	•	deliver or cause to be delivered to the Trustee the Notes so accepted with an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers.

	Suspension of Applicability of Certain Covenants in Certain Circumstances

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	(1) “Limitation on Debt;”
	(2) “Limitation on Restricted Payments;”
	(3) “Limitation on Asset Sales;”
	(4) “Limitation on Payment Restrictions Affecting Restricted Subsidiaries;”
	(5) “Limitation on Transactions with Affiliates;”
	(6) “Designation of Restricted and Unrestricted Subsidiaries;”
	(7) clause (d) of the first paragraph of “Merger, Consolidation and Sale of Property;” and
	(8) clauses (1) and (4) of “Limitation on Sale and Leaseback Transactions”

	(a) (i) Debt of the Company or the Co-Issuer evidenced by the Notes and (ii) Debt of the Subsidiary Guarantors evidenced by the Subsidiary Guarantees relating to the Notes;
	(b) Debt of the Company, the Co-Issuer or a Subsidiary Guarantor under Credit Facilities (including the Senior Credit Facility), provided that, after giving effect to any such Incurrence, the aggregate principal amount of all Debt Incurred pursuant to this clause (b) and then outstanding shall not exceed the greater of (i) $400 million, which amount shall be permanently reduced by the amount of Net Available Cash used to Repay Debt under any such Credit Facilities, pursuant to the covenant described under “— Limitation on Asset Sales,” and (ii) the Borrowing Base;
	(c) Debt of the Company or a Restricted Subsidiary in respect of Capital Lease Obligations and Purchase Money Debt, provided that:

	(i) the aggregate principal amount of such Debt does not exceed the Fair Market Value (on the date of the Incurrence thereof) of the Property acquired, constructed or leased, and

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	(ii) the aggregate principal amount of all Debt Incurred and then outstanding pursuant to this clause (c) (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this clause (c)) does not exceed $50 million;

	(d) Debt of the Company owing to and held by any Wholly Owned Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any Wholly Owned Restricted Subsidiary; provided, however, that any subsequent issue or transfer of Capital Stock or other event that results in any such Wholly Owned Restricted Subsidiary ceasing to be a Wholly Owned Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Company or a Wholly Owned Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof; provided, further, however, that if the Company, the Co-Issuer or any Subsidiary Guarantor is the obligor on such Debt and the payee is not the Company, the Co-Issuer or a Subsidiary Guarantor, such Debt must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes, in the case of the Company or the Co-Issuer, or the Subsidiary Guarantee, in the case of a Subsidiary Guarantor;
	(e) Debt under Interest Rate Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting interest rate risk in the ordinary course of the financial management of the Company or such Restricted Subsidiary and not for speculative purposes; provided that the obligations under such agreements are directly related to payment obligations on Debt otherwise permitted by the terms of this covenant;
	(f) Debt under Currency Exchange Protection Agreements entered into by the Company or a Restricted Subsidiary for the purpose of limiting currency exchange rate risks directly related to transactions entered into by the Company or such Restricted Subsidiary in the ordinary course of business and not for speculative purposes;
	(g) Debt of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Company or was otherwise acquired by the Company); provided that at the time such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary and after giving effect to the Incurrence of such Debt, the Company would have been able to Incur $1.00 of additional Debt pursuant to the first paragraph of this covenant;
	(h) Debt of the Company or a Restricted Subsidiary outstanding on the Issue Date;
	(i) Debt arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of the Company or any Restricted Subsidiary; provided, that (A) the maximum aggregate liability in respect of all such Debt shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and its Subsidiaries in connection with such disposition and (B) such Debt is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (i));
	(j) the Incurrence by the Company or any of its Restricted Subsidiaries of Debt in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, bankers’ acceptances, performance, surety or similar bonds and letters of credit or completion or performance guarantees, or other similar obligations in the ordinary course of business or consistent with past practice;

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	(k) the Incurrence by the Company or any of its Restricted Subsidiaries of Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds;
	(l) Debt of the Company or any Subsidiary Guarantor (not including Debt under clause (h) above) in an aggregate principal amount outstanding at any one time not to exceed $100 million;
	(m) the Guarantee by the Company, the Co-Issuer or any Subsidiary Guarantor of Debt of the Company or any Restricted Subsidiary, so long as in each case such Debt was Incurred pursuant to another provision of this covenant and is otherwise permitted under the Indenture;
	(n) the Incurrence of Debt by Foreign Restricted Subsidiaries in an aggregate principal amount outstanding at any one time not to exceed $50.0 million;
	(o) the Guarantee by any Restricted Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor of Debt of the Company or any Restricted Subsidiary, so long as in each case such Debt was Incurred pursuant to another provision of this covenant and the requirements of the covenant described under “— Guarantees by Restricted Subsidiaries” are met; and
	(p) Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to the first paragraph of this covenant and clauses (a), (g) and (h) above.
	Notwithstanding anything to the contrary contained in this covenant,
	(a) the Company shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt that is subordinated by its terms to any other Debt of the Company or any Restricted Subsidiary unless such Debt is subordinated by its terms to the Notes to at least the same extent and for so long as it is subordinated to such other Debt;
	(b) the Company or the Co-Issuer shall not, and shall not permit any Subsidiary Guarantor of the Notes to, Incur any Debt pursuant to this covenant if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations unless such Debt shall be subordinated to the Notes or any Subsidiary Guarantee of the Notes by such Subsidiary Guarantor to at least the same extent as such Subordinated Obligations;
	(c) the Company shall not permit any Restricted Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor to Incur any Debt pursuant to this covenant if the proceeds thereof are used, directly or indirectly, to Refinance any Debt of the Company, the Co-Issuer or any Subsidiary Guarantor; and
	(d) accrual of interest, fees, expenses, charges, premiums and additional or contingent interest on Permitted Debt, accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Debt will not be deemed to be an Incurrence of Debt for purposes of this covenant.

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	(a) a Default or Event of Default shall have occurred and be continuing,
	(b) the Company could not Incur at least $1.00 of additional Debt pursuant to the first paragraph of the covenant described under “— Limitation on Debt,” or
	(c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value at the time of such Restricted Payment) would exceed an amount equal to the sum (without duplication) of:

	(i) 50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the Issue Date to the end of the most recent fiscal quarter for which financial statements are available (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus
	(ii) 100% of Capital Stock Sale Proceeds, plus
	(iii) the sum of:

	(A) the aggregate net cash proceeds received by the Company or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt or Disqualified Stock that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Company, and
	(B) the aggregate amount by which Debt (other than Subordinated Obligations) of the Company or any Restricted Subsidiary is reduced on the Company’s consolidated balance sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company,

	excluding, in the case of clause (A) or (B):

	plus

	(iv) an amount equal to the sum of:

	(A) the net reduction in Investments in any Person other than the Company or a Restricted Subsidiary resulting from dividends, repayments of loans or advances or other

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	transfers of Property, in each case to the Company or any Restricted Subsidiary from such Person, and
	(B) the portion (proportionate to the Company’s equity interest in such Unrestricted Subsidiary) of the Fair Market Value of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary;

	(a) so long as no Default or Event of Default shall have occurred and be continuing (or result therefrom), pay dividends or distributions on its Capital Stock within 60 days of the declaration thereof if, on the declaration date, such dividends or distributions could have been paid in compliance with the Indenture; provided, however, that such dividends or distributions shall be included in the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary;
	(b) purchase, repurchase, redeem, legally defease, acquire or retire for value any (i) Capital Stock of the Company, any Restricted Subsidiary or any joint venture, or (ii) Subordinated Obligations, in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees); provided, however, that

	(1) such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded from the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary, and
	(2) the Capital Stock Sale Proceeds from such exchange or sale shall be excluded from (and shall not have been included in) the calculation of the amount of Capital Stock Sale Proceeds for the purposes of clause (c)(ii) of the first paragraph of this covenant;

	(c) purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations in exchange for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt; provided, however, that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded from the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary;
	(d) purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations from Net Available Cash to the extent permitted by the covenant described under “— Limitation on Asset Sales”; provided, however, that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement for value shall be excluded from the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary;
	(e) purchase or redeem any Subordinated Obligations or Disqualified Stock, to the extent required by the terms of such Debt or such Disqualified Stock, as applicable, following a Change of Control; provided, however, that the Company has made a Change of Control Offer and has purchased all Notes tendered in connection with that Change of Control Offer; provided further, however, that such purchase or redemption shall be included in the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary;
	(f) make Restricted Payments in an amount not to exceed $50 million in the aggregate; provided, however, that such Restricted Payments shall be excluded from the calculation of the amount of Restricted Payments pursuant to clause (c) of the first paragraph of this covenant;
	(g) repurchase, redeem, acquire or retire for value any Disqualified Stock of the Company or any Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of,

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	Disqualified Stock of the Company or any Restricted Subsidiary that is permitted to be Incurred pursuant to the covenant described under “— Limitation on Debt”; provided, however, that such repurchase, redemption or other acquisition or retirement for value will be excluded from the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary;
	(h) purchase, repurchase, redeem, acquire or retire for value any Capital Stock of the Company upon the exercise of warrants, options or similar rights if such Capital Stock constitutes all or a portion of the exercise price or are surrendered in connection with satisfying any federal or state income tax obligation, including, without limitation, upon a cashless exercise of such warrants, options or other rights; provided, however, that such purchase, repurchase, redemption, acquisition or retirement shall be included in the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary; and
	(i) make cash payments in lieu of the issuance of fractional shares in connection with stock splits, reverse-stock splits or the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Company; provided, however, that such payments shall be included in the calculation of the amount of Restricted Payments made by the Company or any Restricted Subsidiary.

	(a) Liens in respect of Debt existing at the Issue Date (other than Liens securing the Senior Credit Facility);
	(b) Liens on Property existing at the time of acquisition thereof;
	(c) Liens to secure Debt permitted to be Incurred under clause (c) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”; provided that any such Lien may not extend to any Property of the Company or any Restricted Subsidiary, other than the Property acquired, constructed or leased with the proceeds of such Debt and any improvements or accessions to such Property;
	(d) Liens on Property of a Person existing at the time (i) such Person is merged into or consolidated with the Company or any Restricted Subsidiary or (ii) such Person becomes a Restricted Subsidiary;
	(e) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of setoff or similar rights;
	(f) Liens for taxes or assessments or other governmental charges or levies (including, without limitation, Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods in the ordinary course of business), Liens imposed by law, such as mechanics’ and material men’s Liens, for sums not due or sums being contested in good faith and with respect to which adequate reserves are being maintained, to the extent required by GAAP, and Liens securing reimbursement obligations with respect to trade letters of credit, bankers’ acceptances and sight drafts Incurred in the ordinary course of business which encumber documents and other Property relating to such trade letters of credit, bankers’ acceptances and sight drafts;
	(g) Liens to secure obligations under workers’ compensation laws or similar legislation, including Liens with respect to judgments which are not currently dischargeable;
	(h) Liens created by or resulting from any litigation or other proceeding being contested by the Company or a Restricted Subsidiary, including Liens arising out of judgment or awards against the

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	Company or any Restricted Subsidiary with respect to which the Company or such Restricted Subsidiary is prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; or final unappealable judgment Liens which are satisfied within 15 days of the date of judgment; or Liens Incurred by the Company or any Restricted Subsidiary for the purpose of obtaining a stay or discharge in the course of any litigation or other proceeding to which the Company or such Restricted Subsidiary is a party;
	(i) Liens to secure obligations under the Senior Credit Facility in an amount not to exceed the amount of obligations permitted to be Incurred pursuant to clause (b) of the second paragraph of “— Limitation on Debt” and for purposes of this clause (i) deeming all of the Debt at any time outstanding under the Senior Credit Facility or any other Credit Facility to have been Incurred under such clause (b);
	(j) Liens or deposits to secure the performance of statutory or regulatory obligations, or surety, appeal, indemnity or performance bonds, warranty and contractual requirements or other obligations of a like nature incurred in the ordinary course of business;
	(k) easements, rights of way, zoning and similar restrictions, reservations, restrictions or encumbrances in respect of real property (or leases or subleases of real property) or title defects that were not incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties (as such properties are used by the Company or its Subsidiaries) or materially impair their use in the operation of the business of the Company and its Subsidiaries;
	(l) licenses of patents, trademarks and other intellectual property rights granted in the ordinary course of business;
	(m) Liens arising out of conditional sale, retention, consignment or similar arrangements, Incurred in the ordinary course of business, for the sale of goods;
	(n) Liens on Property of any Foreign Restricted Subsidiary;
	(o) Liens existing on the Issue Date not otherwise described in clauses (a) through (n) above;
	(p) Liens not otherwise described in clauses (a) through (o) above on the Property of any Restricted Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor to secure any Debt permitted to be Incurred by such Restricted Subsidiary pursuant to the covenant described under “— Limitation on Debt;”
	(q) so long as the Company is subject to all of the Specified Covenants, Liens not otherwise permitted by clauses (a) through (p) securing Debt or other obligations permitted under the Indenture at any time outstanding not to exceed 5% of the Consolidated Net Tangible Assets of the Company, determined based on the consolidated balance sheet of the Company as of the end of the most recent fiscal quarter for which financial statements have been filed or furnished; and
	(r) Liens to secure any extension, renewal or refinancing (or successive extensions, renewals or refinancings), in whole or in part, of any Debt secured by Liens referred to in the foregoing clauses (a) to (k) so long as such Liens do not extend to any other Property and the Debt so secured is not increased.

	(1) the Company or such Restricted Subsidiary would be entitled to Incur Debt in an amount equal to the Attributable Value relating to such Sale and Leaseback Transaction in accordance with the “— Limitation on Debt” covenant above;
	(2) the Company or such Restricted Subsidiary would be entitled to Incur a Lien to secure Debt in an amount equal to the Attributable Value of the Sale and Leaseback Transaction in accordance with the

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	“— Limitation on Liens” covenant above, without equally and ratably securing the Notes or the applicable Subsidiary Guarantee; and
	(3) the transfer of assets in such Sale and Leaseback Transaction is permitted by, and the Company applies the proceeds of such transaction in accordance with, the “— Limitation on Assets Sales” covenant below.

	(a) the Company or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale;
	(b) at least 75% of the consideration paid to the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of (i) cash or cash equivalents, (ii) notes or obligations that are converted into cash (to the extent of the cash received) or equity securities listed on a national securities exchange (as such term is defined in the Exchange Act) or quoted on the Nasdaq National Market and converted into cash (to the extent of cash received), in each case within 90 days of such Asset Sale, (iii) the assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the applicable Subsidiary Guarantee) as a result of which the Company and the Restricted Subsidiaries are no longer obligated with respect to such liabilities or (iv) Additional Assets; and
	(c) the Company delivers an Officer’s Certificate to the Trustee certifying that such Asset Sale complies with the foregoing clauses (a) and (b).

	(a) to permanently Repay (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) (i) Bank Obligations, or (ii) Debt of any Restricted Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor;
	(b) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary);
	(c) to the extent the Net Available Cash is from Asset Sales of Property of a Foreign Restricted Subsidiary, to Repay Debt of any Foreign Restricted Subsidiary; or
	(d) a combination of the repayments and reinvestments permitted by the foregoing clauses (a), (b) and (c).

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	(a) the Excess Proceeds and
	(b) a fraction,

	(1) the numerator of which is the aggregate principal amount of the Notes outstanding on the date of the Asset Sale Offer, and
	(2) the denominator of which is the sum of the aggregate principal amount of the Notes outstanding on the date of the Asset Sale Offer and the aggregate principal amount of other Debt of the Company outstanding on the date of the Asset Sale Offer that is pari passu in right of payment with the Notes and subject to terms and conditions in respect of Asset Sales similar in all material respects to this covenant and requiring the Company to make an offer to purchase such Debt at substantially the same time as the Asset Sale Offer.

	(a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary;
	(b) make any loans or advances to the Company or any other Restricted Subsidiary; or
	(c) transfer any of its Property to the Company or any other Restricted Subsidiary.

	(1) with respect to clauses (a), (b) and (c), to:

	(A) restrictions in effect on the Issue Date, including, without limitation, restrictions pursuant to the old notes and the Indenture (including any exchange notes and Subsidiary Guarantees of the Notes) and restrictions pursuant to Credit Facilities (including, for such purposes, restrictions in effect under the Senior Credit Facility);
	(B) restrictions relating to Debt or Capital Stock of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company, and any amendments, restatements, renewals or other modifications of these instruments, provided that the encumbrances or restrictions contained in any such amendments, restatements, renewals or other modifications, taken

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	as a whole, are not materially more restrictive than the encumbrances or restrictions contained in documents in effect on the date of acquisition;
	(C) restrictions existing under or by reason of applicable law, rule, regulation or order;
	(D) restrictions that result from the Refinancing of Debt Incurred pursuant to clause (A) or (B) above; provided such restrictions are no less favorable to the holders of the Notes than those under the agreement evidencing the Debt so Refinanced;
	(E) any other agreement governing Debt entered into after the Issue Date that contains encumbrances and restrictions that are not materially more restrictive with respect to any Restricted Subsidiary than those in effect on the Issue Date with respect to that Restricted Subsidiary pursuant to agreements in effect on the Issue Date;
	(F) any restrictions applicable only to Foreign Restricted Subsidiaries; or
	(G) Liens securing obligations otherwise permitted to be Incurred under the provisions of the covenants described under “— Limitation on Liens” or “— Limitation on Sale and Leaseback Transactions” that limit the right of the debtor to dispose of the assets subject to such Liens; and

	(2) with respect to clause (c) only, to restrictions:

	(A) relating to Debt that is permitted to be Incurred and secured without also securing the Notes or any Subsidiary Guarantee pursuant to the covenants described under “— Limitation on Debt” and “— Limitation on Liens” only to the extent that such restrictions limit the right of the debtor to dispose of the Property securing such Debt;
	(B) encumbering Property at the time such Property was acquired by the Company or any Restricted Subsidiary, so long as such restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of such acquisition;
	(C) resulting from customary restrictions contained in asset sale, stock purchase, merger or other similar agreements limiting the transfer of such Property pending the closing of such sale;
	(D) resulting from restrictions relating to the common stock of Unrestricted Subsidiaries;
	(E) resulting from encumbrances or restrictions existing under or by reason of provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;
	(F) resulting from encumbrances or restrictions existing under or by reason of restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
	(G) resulting from restrictions on cash, Temporary Cash Investments or other deposits or net worth imposed by customers or lessors under contracts or leases entered into in the ordinary course of business;
	(H) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder; or
	(I) imposed under any Purchase Money Debt or Capital Lease Obligation in the ordinary course of business with respect only to the Property the subject thereof.

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	(a) the terms of such Affiliate Transaction are not less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of the Company;
	(b) if such Affiliate Transaction involves aggregate payments or value in excess of $10 million, the Board of Directors (including at least a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good faith judgment, believes that such Affiliate Transaction complies with clause (a) of this paragraph as evidenced by a Board Resolution promptly delivered to the Trustee; and
	(c) if such Affiliate Transaction involves aggregate payments or value in excess of $25 million, the Company obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to the Company and its Restricted Subsidiaries, taken as a whole.

	(a) any transaction or series of transactions between the Company and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries in the ordinary course of business;
	(b) any Restricted Payment permitted to be made pursuant to the covenant described under “— Limitation on Restricted Payments” or any Permitted Investment;
	(c) the payment of compensation (including awards or grants in cash, securities or other payments) for the personal services of officers and directors of the Company or any of the Restricted Subsidiaries entered into by the Company or any Restricted Subsidiary in the ordinary course of business or, if not entered into in the ordinary course of business, that the Board of Directors in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation to be fair consideration therefor;
	(d) payments made by the Company or any Restricted Subsidiary in the ordinary course of business pursuant to employment agreements, collective bargaining agreements, employee benefit plans, officer or director indemnification agreements or arrangements for employees, officers or directors, including health and life insurance plans, deferred compensation plans, directors’ and officers’ indemnification agreements and retirement or savings plans, stock option, stock ownership and similar plans and the entering into of such agreements and plans by the Company or any Restricted Subsidiary in the ordinary course of business;
	(e) transactions with a Person (other than an Unrestricted Subsidiary of the Company) that is an Affiliate of the Company solely because the Company owns, directly or through a Restricted Subsidiary, Capital Stock of, or controls, such Person;
	(f) loans or advances to employees or consultants in the ordinary course of business or consistent with past practice not to exceed $5 million in the aggregate at any one time outstanding;
	(g) transactions with Unrestricted Subsidiaries, customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, or lessors or lessees of property, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are, in the aggregate (taking into account all the costs and benefits associated with such transactions), materially no less favorable to the Company or its Restricted Subsidiaries than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person, in the reasonable determination of the Board of Directors of the Company or senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

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	(h) the issuance or sale of any Capital Stock (other than Disqualified Capital Stock) of the Company;
	(i) any agreement or arrangement as in effect on the Issue Date or any amendment to any such agreement or arrangement (so long as such amendment is not disadvantageous to the holders of the Notes in any material respect) or any transaction contemplated thereby;
	(j) the granting and performance of registration rights for shares of Capital Stock of the Company if approved by the Board of Directors; and
	(k) any action required to be taken in connection with the mergers described elsewhere in this prospectus.

	(1) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such Designation;
	(2) the Company would be permitted under the Indenture to make an Investment at the time of Designation (assuming the effectiveness of such Designation) in an amount (the “Designation Amount”) equal to the sum of (A) the Fair Market Value of the Capital Stock of such Subsidiary owned by the Company and/or any of the Restricted Subsidiaries on such date and (B) the aggregate amount of Indebtedness of such Subsidiary owed to the Company and the Restricted Subsidiaries on such date; and
	(3) the Company would be permitted to incur $1.00 of additional Debt under the first paragraph of the covenant described under “— Limitation on Debt” at the time of Designation (assuming the effectiveness of such Designation).

	(x) provide direct or indirect credit support for or a guarantee of any Debt of any Unrestricted Subsidiary (including any undertaking agreement or instrument evidencing such Debt);
	(y) be directly or indirectly liable for any Debt of any Unrestricted Subsidiary; or
	(z) be directly or indirectly liable for any Debt which provides that the holder thereof may (upon notice, lapse of time or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its final scheduled maturity upon the occurrence of a default with respect to any Indebtedness of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary), except, in the case of clause (x) or (y), to the extent permitted under the covenant described under “— Limitation on Restricted Payments.”

	(1) no Default or Event of Default shall have occurred and be continuing at the time and after giving effect to such Revocation; and
	(2) all Liens and Indebtedness of such Unrestricted Subsidiaries outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of the Indenture.

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	(i) any Subsidiary Guarantee of any Domestic Restricted Subsidiary that existed at the time such Person became a Domestic Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Domestic Restricted Subsidiary;
	(ii) any Guarantee arising under or in connection with performance bonds, indemnity bonds, surety bonds and letters of credit or bankers’ acceptances; or
	(iii) Permitted Liens.

	(a) the sale of the Capital Stock of the applicable Subsidiary Guarantor in accordance with the terms of the Indenture such that it is no longer a Subsidiary of the Company,
	(b) the sale of all or substantially all of the assets of such Subsidiary Guarantor in accordance with the terms of the Indenture,
	(c) the release of the Subsidiary Guarantor of liability on the Subsidiary Guarantee, the issuance of which caused such Restricted Subsidiary to be required to become a Subsidiary Guarantor, or
	(d) the applicable Subsidiary Guarantor’s becoming an Unrestricted Subsidiary in accordance with the terms of the Indenture,

	(a) the Company shall be the Surviving Person in such merger or consolidation, or the Surviving Person (if other than the Company) formed by such merger or consolidation or to which such sale, transfer, assignment, lease, conveyance or other disposition is made shall be an entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;
	(b) the Surviving Person (if other than the Company) expressly assumes, by supplemental indenture in form satisfactory to the Trustee, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed by the Company;

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	(c) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (c) and clauses (d) and (e) below, any Debt that becomes an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;
	(d) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under the first paragraph of the covenant described under “— Certain Covenants — Limitation on Debt;” and
	(e) the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, with respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction have been satisfied.

	(a) the Co-Issuer or such Subsidiary Guarantor will be the Surviving Person or the Surviving Person (if not the Co-Issuer or such Subsidiary Guarantor) formed by such merger or consolidation or to which such sale, transfer, assignment, lease, conveyance or other disposition is made shall be an entity organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;
	(b) the Surviving Person (if other than the Co-Issuer or such Subsidiary Guarantor) becomes a Subsidiary Guarantor of Notes by executing a supplemental indenture to the Indenture providing a Subsidiary Guarantee;
	(c) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (c) and clause (d) below, any Debt that becomes an obligation of the Surviving Person, the Company or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, the Company or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing; and
	(d) the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and such Subsidiary Guarantee, if any, with respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction have been satisfied.

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	(a) a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all the assets of the Company as an entirety or virtually as an entirety); or
	(b) a lease;

	(1) failure to make the payment of any interest or Additional Interest, if any, on the Notes of such series when the same becomes due and payable, and such failure continues for a period of 30 days;
	(2) failure to make the payment of any principal of, or premium, if any, on, any of the Notes of such series when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise (including a Special Mandatory Redemption);
	(3) failure to comply with the covenant described under “— Merger, Consolidation and Sale of Property;”
	(4) failure to make a Change of Control Offer pursuant to the covenant described under “— Repurchase at the Option of the Holders Upon a Change of Control;”
	(5) failure to make an Asset Sale Offer pursuant to the covenant described under “— Limitation on Asset Sales;”

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	(6) failure to comply with any other covenant or agreement in the Notes of such series or in the Indenture (other than a failure that is the subject of the foregoing clauses (1), (2), (3), (4) or (5)) and such failure continues for 60 days after written notice is given to the Company as provided below;
	(7) the occurrence of a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt by the Company or any of its Restricted Subsidiaries (or any Debt Guaranteed by the Company or any of its Restricted Subsidiaries if the Company or a Restricted Subsidiary does not perform its payment obligations under such Guarantee within any grace period provided for in the documentation governing such Guarantee), whether such Debt or Guarantee existed on the Issue Date or was or is thereafter created, which default (a) constitutes a Payment Default or (b) results in the acceleration of such Debt prior to its Stated Maturity, and in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been a Payment Default or that has been so accelerated, aggregates $50 million or more;
	(8) one or more judgments or orders that exceed $50 million in the aggregate (net of amounts covered by insurance or bonded) for the payment of money have been entered by a court or courts of competent jurisdiction against the Issuers or any Restricted Subsidiary and such judgment or judgments have not been satisfied, stayed, annulled or rescinded within 30 days of being entered;
	(9) the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law:

	(A) commences a voluntary insolvency proceeding;
	(B) consents to the entry of an order for relief against it in an involuntary insolvency proceeding;
	(C) consents to the appointment of a Custodian of it or for any substantial part of its Property; or
	(D) makes a general assignment for the benefit of its creditors;

	or takes any comparable action under any foreign laws relating to insolvency; provided, however, that the liquidation of any Significant Subsidiary into another Restricted Subsidiary or the Company other than as part of a credit reorganization, shall not constitute an Event of Default under this clause (9);

	(10) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

	(A) is for relief against the Company or any Significant Subsidiary or for any substantial part of its Property;
	(B) appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of its Property;
	(C) orders the winding up or liquidation of the Company or any Significant Subsidiary; or
	(D) grants any similar relief under any foreign laws;

	and in each such case the order or decree remains unstayed and in effect for 90 days; and

	(11) (a) any Subsidiary Guarantee of the Notes by a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Guarantee) or (b) any such Significant Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee.

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	(a) such holder has previously given to the Trustee written notice of a continuing Event of Default;
	(b) the registered holders of at least 25% in aggregate principal amount of the Notes of such series then outstanding have made a written request and offered reasonable indemnity to the Trustee to institute such proceeding as trustee; and
	(c) the Trustee shall not have received from the registered holders of a majority in aggregate principal amount of the Notes of such series then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.

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	(1) reduce the amount of Notes of such series whose holders must consent to an amendment or waiver;
	(2) reduce the rate of or extend the time for payment of interest and Additional Interest, if any, on any Note of such series;
	(3) reduce the principal of or extend the Stated Maturity of any Note of such series;
	(4) make any Note of such series payable in money other than that stated in the Note;
	(5) impair the right of any holder of the Notes of such series to receive payment of principal of, premium, if any, and interest and Additional Interest, if any, on such holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such holder’s Notes;
	(6) subordinate the Notes of such series to any other obligation of the Company, the Co-Issuer or the applicable Subsidiary Guarantor;
	(7) reduce the premium payable upon the redemption of any Note of such series nor change the time at which any Note of such series may be redeemed, as described under “— Optional Redemption” above;
	(8) reduce the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes of such series must be repurchased pursuant to such Change of Control Offer;
	(9) at any time after the Company is obligated to make an Asset Sale Offer with the Excess Proceeds from Asset Sales, change the time at which such Asset Sale Offer must be made or at which the Notes of such series must be repurchased pursuant thereto;
	(10) make any change in the amendment provisions which require the consent of each holder or in the waiver provisions; or
	(11) release any Subsidiary from its obligations under its Subsidiary Guarantee of the Notes of such series or the Indenture other than pursuant to terms of the Indenture relating to the release of Subsidiary Guarantors of the Notes of such series.

	(1) cure any ambiguity, omission, defect or inconsistency;
	(2) provide for the assumption by a Surviving Person of the obligations of the Company under the Indenture;
	(3) evidence the assumption by a Surviving Person of the obligations of the Company to the holders of the Notes and covenants for the protection of the holders of the Notes;

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	(4) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);
	(5) provide for any Guarantee with respect to the Notes or to release any Subsidiary Guarantee of the Notes as provided or permitted by the terms of the Indenture;
	(6) make any change that does not adversely affect the rights of any holder of the Notes;
	(7) provide for the issuance of Additional Notes in accordance with the Indenture;
	(8) comply with any requirement of the Commission in connection with the qualification of the Indenture under the TIA or other applicable trust indenture legislation;
	(9) add to the covenants of the Company for the benefit of the holders of the Notes or to surrender any right or power conferred in the Indenture upon the Company; and
	(10) modify or amend the Indenture to permit the qualification of indenture supplements thereto.

	(1) their and the Subsidiary Guarantors’ obligations under the covenants described under “— Repurchase at the Option of Holders Upon a Change of Control” and “ — Certain Covenants”;
	(2) the operation of clause (7) or (8), clause (9) or (10) solely with respect to Significant Subsidiaries and clause (11) described under “— Events of Default” above; and
	(3) the limitations contained in the second paragraph of, and in clauses (c) and (d) in the first paragraph of, “— Merger, Consolidation and Sale of Property” above (collectively, “covenant defeasance”).

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	(a) the Issuers deposit, or causes to be deposited, irrevocably in trust with the Trustee money or U.S. Government Obligations, or any combination thereof, for the payment of principal, premium, if any, and interest and Additional Interest, if any, on the Notes of such series to maturity or redemption, as the case may be;
	(b) the Issuers deliver to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest and Additional Interest, if any, when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Notes of such series to maturity or redemption, as the case may be;
	(c) 91 days pass after the deposit is made and during the 91-day period no Default described in clause (9) or (10) under “— Events of Default” occurs and is continuing at the end of the period with respect to the Issuers or any other Person making such deposit;
	(d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto;
	(e) such deposit does not constitute a default under any other agreement or instrument binding on the Issuers;
	(f) in the case of the legal defeasance option, the Issuers deliver to the Trustee an Opinion of Counsel stating that:

	(1) the Issuers have received from the Internal Revenue Service a private letter ruling, or
	(2) since the date of the Indenture there has been a change in any applicable U.S. federal income tax law,

to the effect, in either case, that, and based thereon, such Opinion of Counsel shall confirm that, holders of the Notes will not recognize income, gain or loss for U.S. federal income tax as a result of such legal defeasance and will be subject to U.S. federal income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;

	(g) in the case of the covenant defeasance option, the Issuers deliver to the Trustee an Opinion of Counsel to the effect that holders of the Notes will not recognize income, gain or loss for U.S. federal income tax as a result of such covenant defeasance and will be subject to U.S. federal income tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and
	(h) the Issuers deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes of such series have been complied with as required by the Indenture.

	(a) either:

	(i) all Notes of such series that have been previously authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has previously been deposited in trust or segregated and held in trust by the Issuers and is thereafter repaid to the Issuers or discharged from the trust) have been delivered to the Trustee for cancellation; or

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(ii) all Notes of such series that have not been previously delivered to the Trustee for cancellation (A) have become due and payable or (B) will become due and payable at their maturity within one year or (C) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of a notice of redemption by the Trustee, and, in the case of (A), (B) or (C), the Issuers have irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of holders of the Notes of such series, cash in U.S. dollars, non-callable U.S. Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Debt on the Notes of such series not previously delivered to the Trustee for cancellation for principal, premium, if any, and interest and Additional Interest, if any, on the Notes of such series to the date of deposit, in the case of Notes of such series that have become due and payable, or to the Stated Maturity or redemption date, as the case may be;

	(b) the Issuers have paid or caused to be paid all other sums payable by them under the Indenture; and
	(c) if required by the Trustee, the Issuers deliver to the Trustee an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been satisfied.

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	(a) any Property (other than cash, securities and Capital Stock) to be owned by the Company or any Restricted Subsidiary and used or useful in a Permitted Business;
	(b) Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary from any Person other than the Company or an Affiliate of the Company; or
	(c) Capital Stock of a Person that at such time is a Restricted Subsidiary;

	(a) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, or
	(b) any other Person who is a director or officer of:

	(1) such specified Person,
	(2) any Subsidiary of such specified Person, or
	(3) any Person described in clause (a) above.

	(a) any shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares), or

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	(b) any other Property of the Company or any Restricted Subsidiary outside of the ordinary course of business of the Company or such Restricted Subsidiary,

	(1) any disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Wholly Owned Restricted Subsidiary;
	(2) any disposition that constitutes a Permitted Investment or Restricted Payment permitted by the covenant described under “— Certain Covenants — Limitation on Restricted Payments;”
	(3) any disposition effected in compliance with the first paragraph of the covenant described under “— Merger, Consolidation and Sale of Property;”
	(4) any sale or other disposition of damaged, worn-out, obsolete or no longer useful assets or properties in the ordinary course of business;
	(5) any sale of assets received by the Company or any of its Restricted Subsidiaries upon the foreclosure on a Lien;
	(6) any disposition or series of related dispositions of Property with an aggregate Fair Market Value and for net proceeds of less than $10 million; and
	(7) the creation of any Permitted Lien.

	(a) the sum of the product of (i) the number of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment of such Debt or redemption or similar payment with respect to such Preferred Stock multiplied by (ii) the amount of such payment by
	(b) the sum of all such payments.

	(a) 80% of the aggregate book value of all accounts receivable owned by the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date that were not more that 90 days past due; plus

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	(b) 69% of the aggregate book value of all inventory owned by the Company and its Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date.

	(1) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the total voting power of all Voting Stock of the Company;
	(2) Continuing Directors shall cease to constitute at least a majority of the directors constituting the Board of Directors;
	(3) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole to any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act);
	(4) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Capital Stock of the Company is converted into or exchanged for cash, securities or other Property, other than any such transaction where the Capital Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged from Capital Stock (other than Disqualified Stock) of the surviving or transferee Person representing at least a majority of the voting power of all Capital Stock of such surviving or transferee Person immediately after giving effect to such issuance; or
	(5) the adoption by the stockholders of the Company of a plan or proposal for the liquidation or dissolution of the Company.

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	(a) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters ending prior to such determination date to
	(b) Consolidated Interest Expense for such four fiscal quarters;

	(1) if

	(A) since the beginning of such period the Company or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any Debt; or
	(B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence or Repayment of Debt;

Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Incurrence or Repayment as if such Debt was Incurred or Repaid on the first day of such period, provided that, in the event of any such Repayment of Debt, EBITDA for such period shall be calculated on a pro forma basis as if the Company or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt, and

	(2) if

	(A) since the beginning of such period the Company or any Restricted Subsidiary shall have made any Asset Sale or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property which constitutes all or substantially all of an operating unit of a business;
	(B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is such an Asset Sale, Investment or acquisition which constitutes all or substantially all of an operating unit of a business; or
	(C) since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made such an Asset Sale, Investment or acquisition which constitutes all or substantially all of an operating unit of a business;

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	(a) interest expense attributable to leases constituting part of a Sale and Leaseback Transaction and to Capital Lease Obligations;
	(b) amortization of debt discount and debt issuance cost, including commitment fees;
	(c) capitalized interest;
	(d) non-cash interest expense;
	(e) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;
	(f) net costs associated with Hedging Obligations (including amortization of fees);
	(g) Disqualified Stock Dividends;
	(h) Preferred Stock Dividends; and
	(i) interest accruing on any Debt of any other Person to the extent such Debt is Guaranteed by the Company or any Restricted Subsidiary.

	(a) any net income (loss) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:

	(1) subject to the exclusion contained in clause (d) below, the equity of the Company and its consolidated Restricted Subsidiaries in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (c) below), and
	(2) the equity of the Company and its consolidated Restricted Subsidiaries in a net loss of any such Person other than an Unrestricted Subsidiary for such period shall be included in determining such Consolidated Net Income,

	(b) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions, directly or indirectly, to the Company, except that:

	(1) subject to the exclusion contained in clause (d) below, the equity of the Company and its consolidated Restricted Subsidiaries in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause), and
	(2) the equity of the Company and its consolidated Restricted Subsidiaries in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

	provided, that for the purpose of calculating Consolidated Net Income as a component of EBITDA, the exclusion from Consolidated Net Income set forth in this clause (b) with respect to a Foreign Restricted Subsidiary shall be disregarded,

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	(c) any gain (but not loss) realized upon the sale or other disposition of any Property of the Company or any of its consolidated Subsidiaries (including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business,
	(d) any extraordinary gain or loss,
	(e) the cumulative effect of a change in accounting principles and
	(f) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of the Company or any Restricted Subsidiary; provided that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of the Company (other than Disqualified Stock).

	(i) at the beginning of any two-year period was a member of the Board of Directors on the Issue Date; or
	(ii) was nominated for election or elected to the Board of Directors with the affirmative vote of at least a majority of the directors then still in office who were either members of the Board of Directors at the beginning of such period or whose nomination for election was previously so approved, including new members of the Board of Directors designated in or provided for in an agreement approved by at least a majority of such members.

	(a) the principal of and premium (if any) in respect of:

	(1) debt of such Person for money borrowed, and
	(2) debt evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;

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	(b) all Capital Lease Obligations of such Person and the Attributable Value relating to the Sale and Leaseback Transactions entered into by such Person;
	(c) all obligations of such Person representing the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);
	(d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, bankers’ acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in (a) through (c) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);
	(e) the amount of all obligations of such Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (measured, in each case, at the greater of its voluntary or involuntary maximum fixed repurchase price or liquidation value but excluding, in each case, any accrued dividends);
	(f) all obligations of the type referred to in clauses (a) through (e) above of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;
	(g) all obligations of the type referred to in clauses (a) through (f) above of other Persons secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the Fair Market Value of such Property and the amount of the obligation so secured; and
	(h) to the extent not otherwise included in this definition, Hedging Obligations of such Person.

	(1) zero if such Hedging Obligation has been Incurred pursuant to clause (e) or (f) of the second paragraph of “— Certain Covenants — Limitation on Debt,” or
	(2) the amount of such Hedging Obligation as determined in accordance with GAAP if not Incurred pursuant to such clauses.

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	(a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;
	(b) is or may become redeemable or repurchasable at the option of the holder thereof, in whole or in part; or
	(c) is convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock;

	(a) the sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period:

	(1) the provision for taxes based on income or profits or utilized in computing net loss;
	(2) Consolidated Interest Expense;
	(3) depreciation;
	(4) amortization of intangibles; and
	(5) any other non-cash items (other than any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period); minus

	(b) all non-cash items increasing Consolidated Net Income for such period (other than any such non-cash item to the extent that it will result in the receipt of cash payments in any future period).

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	(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person, or
	(b) entered into for the primary purpose of assuring in any other manner the obligee against loss in respect thereof (in whole or in part);

	(1) endorsements for collection or deposit in the ordinary course of business, or
	(2) a contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (a) or (b) of the definition of “Permitted Investment.”

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	(a) the Company’s “Investment” in such Subsidiary at the time of such redesignation; less
	(b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time of such redesignation.

	(a) all legal, title, accounting and recording tax expenses, transfer taxes, commissions and other fees and expenses Incurred (including, without limitation, brokerage commissions and accounting, legal and investment banking expenses, fees and sales commissions), and all U.S. federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;
	(b) all payments made on or in respect of any Debt that is secured by any Property subject to such Asset Sale, in accordance with the terms of any Lien upon such Property, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset Sale;
	(c) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale;
	(d) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed of in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale; and

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	(e) payments of unassumed liabilities (not constituting Debt) relating to the Property sold at the time of, or within 30 days after, the date of such sale.

	(a) the Company or any Restricted Subsidiary (including any non-wholly owned Restricted Subsidiary) or any Person that will, upon the making of such Investment, become a Restricted Subsidiary; provided that the primary business of such Restricted Subsidiary is a Permitted Business;
	(b) any Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, the Company or a Restricted Subsidiary; provided that the primary business of such Restricted Subsidiary is a Permitted Business;
	(c) cash and Temporary Cash Investments;
	(d) receivables owing to the Company or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms;
	(e) payroll, travel, commission and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
	(f) stock, obligations or other securities received in settlement or good faith compromises of debts created in the ordinary course of business and owing to the Company or a Restricted Subsidiary or in satisfaction of judgments;
	(g) any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with the covenant described under “— Certain Covenants — Limitation on Asset Sales”;
	(h) prepaid expenses, negotiable instruments held for collection, lease, utility, workers’ compensation, performance and other similar deposits provided to third parties in the ordinary course of business;

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	(i) any assets or Capital Stock of any Person made out of the net cash proceeds of the substantially concurrent sale of Capital Stock of the Company (other than Disqualified Stock);
	(j) Interest Rate Agreements and Currency Exchange Protection Agreements, in each case to the extent such obligations Incurred thereunder may be Incurred pursuant to the second paragraph of “— Certain Covenants — Limitation on Debt”;
	(k) in securities of any trade creditor or customer received in settlement of obligations or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditor or customer;
	(l) acquired as a result of a foreclosure by the Company or such Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
	(m) consisting of purchases and acquisitions of inventory, supplies, materials and equipment in the ordinary course of business and otherwise in accordance with the Indenture;
	(n) existence on the Issue Date; and
	(o) other Investments made for Fair Market Value that do not exceed $25 million in the aggregate outstanding at any one time.

	(a) such Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of:

	(1) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being Refinanced; and
	(2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing;

	(b) the Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced;
	(c) the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced; and
	(d) the new Debt shall not be senior in right of payment to the Debt that is being Refinanced;

	(1) Debt of a Subsidiary that is not the Co-Issuer or a Subsidiary Guarantor that Refinances Debt of the Company, the Co-Issuer or a Subsidiary Guarantor; or
	(2) Debt of the Company or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.

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	(a) consisting of the deferred purchase price of Property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of such Debt does not exceed the anticipated useful life of the Property being financed, and
	(b) Incurred to finance the acquisition, construction or lease by the Company or a Restricted Subsidiary of such Property, including additions and improvements thereto;

	(a) any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of the Company or any Restricted Subsidiary (including any payment in connection with any merger or consolidation with or into the Company or any Restricted Subsidiary), except for any dividend or distribution that is made solely to the Company or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by the Company or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis) or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of the Company, and except for pro rata dividends or other distributions made by a Subsidiary that is not a Wholly Owned Subsidiary to minority stockholders;
	(b) the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Company or any Restricted Subsidiary (other than from the Company or a Restricted Subsidiary) or any securities exchangeable for or convertible into any such Capital Stock, including the exercise of any option to exchange any Capital Stock (other than for or into Capital Stock of the Company that is not Disqualified Stock);
	(c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than the purchase, repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of the date of acquisition); or
	(d) any Investment (other than Permitted Investments) in any Person.

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	(a) such Person;
	(b) such Person and one or more Subsidiaries of such Person; or
	(c) one or more Subsidiaries of such Person.

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	(a) Investments in U.S. Government Obligations, in each case maturing within 365 days of the date of acquisition thereof;
	(b) Investments in time deposit accounts, certificates of deposit and money market deposits maturing within 90 days of the date of acquisition thereof issued or guaranteed by a bank or trust company organized under the laws of the United States of America or any state or the District of Columbia or any U.S. branch of a foreign bank having, at the date of acquisition thereof, combined capital, surplus and undivided profits aggregating in excess of $250.0 million and whose long-term debt is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));
	(c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) entered into with:

	(1) a bank meeting the qualifications described in clause (b) above, or
	(2) any primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York;

	(d) Investments in commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Company) organized and in existence under the laws of any state or jurisdiction of the United States of America with a rating at the time as of which any Investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));
	(e) direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States of America or any foreign country recognized by the United States or any political subdivision of any such state, province or foreign country, as the case may be (including any agency or instrumentality thereof), for the payment of which the full faith and credit of such state is pledged and which are not callable or redeemable at the issuer’s option, provided that:

	(1) the long-term debt of such state, province or country is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)), and
	(2) such obligations mature within 180 days of the date of acquisition thereof; and

	(f) Investments in money market funds which invest substantially all of their assets in securities of the types described in clauses (a) through (e) above.

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	(a) any Subsidiary of the Company that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto;
	(b) any Subsidiary of an Unrestricted Subsidiary.

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	•	an individual who is a citizen or resident of the United States;
	•	a domestic corporation;
	•	an estate whose income is subject to United States federal income tax regardless of its source; or
	•	a trust if a United States court can exercise primary supervision over the trust’s administration and one or more United States persons are authorized to control all substantial decisions of the trust or if the trust was in existence on August 20, 1996 and has elected to continue to be treated as a United States person.

	Interest

	Sale, Exchange or Retirement of Notes

	Backup Withholding

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	•	an individual who is not a citizen or resident of the United States;
	•	a corporation (or other entity treated as a corporation) that is not organized or created under United States law;
	•	an estate that is not taxable in the United States on its worldwide income; or
	•	a trust unless (a) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of the trust or (b) such trust has in effect a valid election to be treated as a domestic trust for United States federal income tax purposes.

	Withholding Taxes

	•	such holder (1) does not own, actually or constructively, 10% or more of the total combined voting power of the outstanding stock of either Issuer, (2) is not a bank that received notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business, and (3) is not a controlled foreign corporation related, directly or indirectly, to either Issuer through stock ownership; and
	•	the certification requirement, as described below, has been fulfilled with respect to the beneficial owner.

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	Sale, Exchange or Retirement of Notes

	•	the gain is effectively connected with a trade or business that you conduct in the United States;
	•	you are an individual who is present in the United States for at least 183 days during the year in which you dispose of the exchange note and certain other conditions are satisfied; or
	•	such gain represents accrued but unpaid interest not previously included in income, in which case the rules for interest would apply.

	United States Trade or Business

	•	any interest on the exchange note, and any gain from disposing of the exchange note, generally will be subject to United States federal income tax on a net income basis in the same manner as if you were a United States person (and the 30% U.S. federal withholding tax will not apply provided that certain certification requirements are satisfied); and
	•	if you are a corporation, you may be subject to the “branch profits tax” on your earnings that are effectively connected with your United States trade or business, including earnings from the exchange note. This tax is 30%, but may be reduced or eliminated by an applicable income tax treaty.

	Information Reporting and Backup Withholding

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			Page
			Number
CONSOLIDATED FINANCIAL STATEMENTS OF GAMESTOP
Report of Independent Registered Public Accounting Firm			F-2
Audited Financial Statements
	Consolidated Balance Sheets as of January 28, 2006 and January 29, 2005		F-3
	Consolidated Statements of Operations for the fiscal years ended January 28, 2006, January 29, 2005 and January 31, 2004		F-4
	Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 28, 2006, January 29, 2005 and January 31, 2004		F-5
	Consolidated Statements of Cash Flows for the fiscal years ended January 28, 2006, January 29, 2005 and January 31, 2004		F-6
	Notes to Consolidated Financial Statements		F-7
CONSOLIDATED FINANCIAL STATEMENTS OF EB
Report of Independent Registered Public Accounting Firm			F-43
Audited Financial Statements
	Consolidated Balance Sheets as of January 29, 2005 and January 31, 2004		F-44
	Consolidated Statements of Income for the fiscal years ended January 29, 2005, January 31, 2004 and February 1, 2003		F-45
	Consolidated Statements of Stockholders’ Equity for the fiscal years ended January 29, 2005, January 31, 2004 and February 1, 2003		F-46
	Consolidated Statements of Cash Flows for the fiscal years ended January 29, 2005, January 31, 2004 and February 1, 2003		F-47
	Notes to Consolidated Financial Statements		F-48
Unaudited Financial Statements
	Consolidated Balance Sheets as of July 30, 2005 and January 29, 2005		F-71
	Consolidated Statements of Income for the 13 and 26 weeks ended July 30, 2005 and July 31, 2004		F-72
	Consolidated Statement of Stockholders’ Equity for the 26 weeks ended July 30, 2005		F-73
	Consolidated Statements of Cash Flows for the 26 weeks ended July 30, 2005 and July 31, 2004		F-74
	Notes to Consolidated Financial Statements		F-75

F-1

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	/s/ BDO SEIDMAN, LLP
	BDO Seidman, LLP

F-2

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				January 28,				January 29,
				2006				2005
				(In thousands)
ASSETS
Current assets:
	Cash and cash equivalents			$	401,593			$	170,992
	Receivables, net				38,738				9,812
	Merchandise inventories, net				603,178				216,296
	Prepaid expenses and other current assets				16,339				18,400
	Prepaid taxes				19,135				3,703
	Deferred taxes				42,282				5,785
		Total current assets			1,121,265				424,988
Property and equipment:
	Land				10,257				2,000
	Buildings and leasehold improvements				262,908				106,428
	Fixtures and equipment				343,897				184,536
					617,062				292,964
	Less accumulated depreciation and amortization				184,937				124,565
		Net property and equipment			432,125				168,399
Goodwill, net					1,392,352				320,888
Assets held for sale					19,297				—
Deferred financing fees					18,561				566
Other noncurrent assets					31,519				1,142
		Total other assets			1,461,729				322,596
		Total assets		$	3,015,119			$	915,983
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	543,288			$	206,739
	Accrued liabilities				331,859				94,983
	Notes payable, current portion				12,527				12,173
		Total current liabilities			887,674				313,895
Deferred taxes					12,938				21,257
Senior notes payable, long-term portion, net					641,788				—
Senior floating rate notes payable, long-term portion					300,000				—
Note payable, long-term portion					21,675				24,347
Deferred rent and other long-term liabilities					36,331				13,473
		Total long-term liabilities			1,012,732				59,077
		Total liabilities			1,900,406				372,972
Commitments and contingencies (Note 11)
Stockholders’ equity:
	Preferred stock — authorized 5,000 shares; no shares issued or outstanding				—				—
	Class A common stock — $.001 par value; authorized 300,000 shares; 42,895 and 24,189 shares issued, respectively				43				24
	Class B common stock — $.001 par value; authorized 100,000 shares; 29,902 shares issued and outstanding				30				30
	Additional paid-in-capital				921,349				500,769
	Accumulated other comprehensive income				886				567
	Retained earnings				192,405				91,621
	Treasury stock, at cost, 0 and 3,263 shares, respectively				—				(50,000	)
		Total stockholders’ equity			1,114,713				543,011
		Total liabilities and stockholders’ equity		$	3,015,119			$	915,983

F-3

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			52 Weeks				52 Weeks				52 Weeks
			Ended				Ended				Ended
			January 28,				January 29,				January 31,
			2006				2005				2004
			(In thousands, except per share data)
Sales			$	3,091,783			$	1,842,806			$	1,578,838
Cost of sales				2,219,753				1,333,506				1,145,893
	Gross profit			872,030				509,300				432,945
Selling, general and administrative expenses				599,343				373,364				299,193
Depreciation and amortization				66,355				36,789				29,368
Merger-related expenses				13,600				—				—
	Operating earnings			192,732				99,147				104,384
Interest income				(5,135	)			(1,919	)			(1,467	)
Interest expense				30,427				2,155				663
Merger-related interest expense				7,518				—				—
	Earnings before income tax expense			159,922				98,911				105,188
Income tax expense				59,138				37,985				41,721
	Net earnings		$	100,784			$	60,926			$	63,467
Net earnings per Class A and Class B common share — basic			$	1.74			$	1.11			$	1.13
Weighted average shares of common stock — basic				57,920				54,662				56,330
Net earnings per Class A and Class B common share — diluted			$	1.61			$	1.05			$	1.06
Weighted average shares of common stock — diluted				62,486				57,796				59,764

F-4

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																						Accumulated
		Common Stock																Additional				Other
																		Paid in				Comprehensive				Retained				Treasury
		Shares				Class A				Shares				Class B				Capital				Income				Earnings				Stock				Total
		(In thousands)
Balance at February 1, 2003			21,050			$	21				36,009			$	36			$	493,998			$	—			$	54,620			$	—			$	548,675
Comprehensive income:
Net earnings for the 52 weeks ended January 31, 2004			—				—				—				—				—				—				63,467				—
Foreign currency translation			—				—				—				—				—				296				—				—
Total comprehensive income																																			63,763
Exercise of employee stock options (including tax benefit of $9,702)			1,943				2				—				—				16,599				—				—				—				16,601
Treasury stock acquired, 2,304 shares			—				—				—				—				—				—				—				(35,006	)			(35,006	)
Balance at January 31, 2004			22,993				23				36,009				36				510,597				296				118,087				(35,006	)			594,033
Comprehensive income:
Net earnings for the 52 weeks ended January 29, 2005			—				—				—				—				—				—				60,926				—
Foreign currency translation			—				—				—				—				—				271				—				—
Total comprehensive income																																			61,197
Exercise of employee stock options (including tax benefit of $5,082)			1,196				1				—				—				14,555				—				—				—				14,556
Repurchase and retirement of Class B common stock			—				—				(6,107	)			(6	)			(24,383	)			—				(87,392	)			—				(111,781	)
Treasury stock acquired, 959 shares			—				—				—				—				—				—				—				(14,994	)			(14,994	)
Balance at January 29, 2005			24,189				24				29,902				30				500,769				567				91,621				(50,000	)			543,011
Comprehensive income:
Net earnings for the 52 weeks ended January 28, 2006			—				—				—				—				—				—				100,784				—
Foreign currency translation			—				—				—				—				—				319				—				—
Total comprehensive income																																			101,103
Elimination of treasury stock			(3,263	)			(3	)			—				—				(49,997	)			—				—				50,000				—
Issuance of stock to Electronics Boutique stockholders			20,229				20				—				—				437,124				—				—				—				437,144
Restricted stock expense			—				—				—				—				347				—				—				—				347
Exercise of employee stock options (including tax benefit of $12,308)			1,740				2				—				—				33,106				—				—				—				33,108
Balance at January 28, 2006			42,895			$	43				29,902			$	30			$	921,349			$	886			$	192,405			$	—			$	1,114,713

F-5

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					52 Weeks				52 Weeks				52 Weeks
					Ended				Ended				Ended
					January 28,				January 29,				January 31,
					2006				2005				2004
					(In thousands)
Cash flows from operating activities:
	Net earnings				$	100,784			$	60,926			$	63,467
	Adjustments to reconcile net earnings to net cash flows provided by operating activities:
		Depreciation and amortization (including amounts in cost of sales)				66,659				37,019				29,487
		Provision for inventory reserves				25,103				17,808				12,901
		Amortization of loan cost				1,229				432				313
		Amortization of original issue discount on senior notes				316				—				—
		Restricted stock expense				347				—				—
		Deferred taxes				(8,216	)			5,402				5,713
		Tax benefit realized from exercise of stock options by employees				12,308				5,082				9,702
		Loss on disposal and impairment of property and equipment				11,648				382				213
		Increase in deferred rent and other long-term liabilities for scheduled rent increases in long-term leases				3,669				5,349				338
		Increase in liability to landlords for tenant allowances, net				202				1,644				937
		Minority interest				—				(96	)			(298	)
		Decrease in value of foreign exchange contracts				(2,421	)			—				—
		Changes in operating assets and liabilities, net of business acquired Receivables, net				(9,995	)			(267	)			(1,954	)
			Merchandise inventories			(91,363	)			(10,578	)			(72,712	)
			Prepaid expenses and other current assets			19,484				(4,060	)			(4,111	)
			Prepaid taxes			13,610				9,072				(12,775	)
			Accounts payable and accrued liabilities			148,054				17,872				40,056
			Net cash flows provided by operating activities			291,418				145,987				71,277
Cash flows from investing activities:
	Purchase of property and equipment					(110,696	)			(98,305	)			(64,484	)
	Merger with Electronics Boutique, net of cash acquired					(886,116	)			—				—
	Acquisition of controlling interest in Gamesworld Group Limited, net of cash received					—				(62	)			(3,027	)
	Net cash flows used in investing activities					(996,812	)			(98,367	)			(67,511	)
Cash flows from financing activities:
	Issuance of senior notes payable relating to Electronics Boutique merger, net of discount					641,472				—				—
	Issuance of senior floating rate notes payable relating to Electronics Boutique merger					300,000				—				—
	Issuance of shares relating to employee stock options					20,800				9,474				6,899
	Net increase in other noncurrent assets and deferred financing fees					(13,466	)			(825	)			(522	)
	Purchase of treasury shares through repurchase program					—				(14,994	)			(35,006	)
	Repurchase of Class B shares					—				(111,781	)			—
	Issuance of debt relating to the Class B share repurchase					—				74,020				—
	Repayment of debt relating to the Class B shares					(12,173	)			(37,500	)			—
	Repayment of debt relating to pre-existing debt of Electronics Boutique					(956	)			—				—
	Repayment of debt of Gamesworld Group Limited					—				—				(2,296	)
	Net cash flows provided by (used in) financing activities					935,677				(81,606	)			(30,925	)
	Exchange rate effect on cash and cash equivalents					318				73				34
	Net increase (decrease) in cash and cash equivalents					230,601				(33,913	)			(27,125	)
Cash and cash equivalents at beginning of period						170,992				204,905				232,030
Cash and cash equivalents at end of period					$	401,593			$	170,992			$	204,905

F-6

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1.	Summary of Significant Accounting Policies

	Background and Basis of Presentation

	Consolidation

F-7

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	Year-End

	Cash and Cash Equivalents

	Merchandise Inventories

	Property and Equipment

	Goodwill

F-8

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	Revenue Recognition

	Customer Liabilities

	Pre-Opening Expenses

	Closed Store Expenses

F-9

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	Advertising Expenses

	Income Taxes

	Lease Accounting

	Foreign Currency Translation

F-10

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	Net Earnings Per Common Share

	Stock Options

F-11

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		52 Weeks				52 Weeks				52 Weeks
		Ended				Ended				Ended
		January 28,				January 29,				January 31,
		2006				2005				2004
		(In thousands, except per share data)
Net earnings, as reported		$	100,784			$	60,926			$	63,467
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects			6,666				9,405				7,888
Pro forma net earnings		$	94,118			$	51,521			$	55,579
Net earnings per Class A and Class B common share — basic, as reported		$	1.74			$	1.11			$	1.13
Net earnings per Class A and Class B common share — basic, pro forma		$	1.62			$	0.94			$	0.99
Net earnings per Class A and Class B common share — diluted, as reported		$	1.61			$	1.05			$	1.06
Net earnings per Class A and Class B common share — diluted, pro forma		$	1.51			$	0.89			$	0.93

		52 Weeks				52 Weeks				52 Weeks
		Ended				Ended				Ended
		January 28,				January 29,				January 31,
		2006				2005				2004
Volatility			57.3	%			60.1	%			61.6	%
Risk-free interest rate			4.2	%			3.3	%			3.2	%
Expected life (years)			6.0				6.0				6.0
Expected dividend yield			0	%			0	%			0	%

F-12

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	Use of Estimates

	Fair Values of Financial Instruments

	Guarantees

	Vendor Concentration

	Classifications

	Reclassifications

F-13

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Table of Contents

	New Accounting Pronouncements

2.	Acquisitions

F-14

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Table of Contents

				October 8,
				2005
Current assets				$	541,171
Property, plant & equipment					231,172
Goodwill					1,071,464
Intangible assets:
	Point-of-sale software				3,150
	Non-compete agreements				282
	Leasehold interests				17,299
		Total intangible assets			20,731
Other long-term assets					38,068
Current liabilities					(420,962	)
Long-term liabilities					(37,688	)
	Total purchase price			$	1,443,956

F-15

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Table of Contents

			52 Weeks				52 Weeks
			Ended				Ended
			January 28,				January 29,
			2006				2005
			(In thousands, except
			per share data)
Sales			$	4,393,890			$	3,827,685
Cost of sales				3,154,928				2,786,554
	Gross profit			1,238,962				1,041,131
Selling, general and administrative expenses				930,767				788,413
Depreciation and amortization				94,288				77,964
	Operating earnings			213,907				174,754
Interest income				(6,717	)			(1,998	)
Interest expense				85,056				72,217
	Earnings before income tax expense			135,568				104,535
Income tax expense				49,482				38,477
	Net earnings		$	86,086			$	66,058
Net earnings per Class A and Class B common share — basic			$	1.20			$	0.88
Weighted average shares of common stock — basic				71,925				74,891
Net earnings per Class A and Class B common share — diluted			$	1.13			$	0.85
Weighted average shares of common stock — diluted				76,491				78,025

F-16

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Table of Contents

						Charged to												Balance at
		Charged to				Costs and				Write-Offs and				Cash				End of
		Acquisition Costs				Expenses				Non-Cash Charges				Payments				Period
		(In thousands)
Severance and employee related costs		$	17,889			$	—			$	—			$	4,984			$	12,905
Lease terminations			10,641				—				—				584				10,057
Disposal of property and equipment			2,494				10,649				10,649				—				2,494
Merger costs, bridge financing and other			34,669				10,469				496				42,009				2,633
Total		$	65,693			$	21,118			$	11,145			$	47,577			$	28,089

3.	Vendor Arrangements

F-17

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Table of Contents

			52 Weeks
			Ended
			January 31,
			2004
			(In thousands,
			except per
			share data)
Sales			$	1,578,838
Cost of sales				1,142,225
	Gross profit			436,613
Selling, general and administrative expenses				299,193
Depreciation and amortization				29,368
	Operating earnings			108,052
Interest income				(1,467	)
Interest expense				663
	Earnings before income tax expense			108,856
Income tax expense				43,108
	Net earnings		$	65,748
Net earnings per Class A and Class B common share — basic			$	1.17
Weighted average shares of common stock — basic				56,330
Net earnings per Class A and Class B common share — diluted			$	1.10
Weighted average shares of common stock — diluted				59,764

4.	Computation of Net Earnings per Common Share

F-18

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Table of Contents

			52 Weeks				52 Weeks				52 Weeks
			Ended				Ended				Ended
			January 28,				January 29,				January 31,
			2006				2005				2004
			(In thousands, except per share data)
Net earnings			$	100,784			$	60,926			$	63,467
Weighted average common shares outstanding
	Class A			28,018				20,683				20,321
	Class B			29,902				33,979				36,009
Weighted average common shares outstanding				57,920				54,662				56,330
Dilutive effect of options and warrants on Class A common stock				4,566				3,134				3,434
Common shares and dilutive potential common shares				62,486				57,796				59,764
Net earnings per Class A and Class B common share:
Basic			$	1.74			$	1.11			$	1.13
Diluted			$	1.61			$	1.05			$	1.06

		Anti-Dilutive				Range of
		Shares				Exercise Prices				Expiration Dates
		(In thousands, except per share data)
52 Weeks Ended January 28, 2006			120			$	35.88				2015
52 Weeks Ended January 29, 2005			30			$	21.25				2012
52 Weeks Ended January 31, 2004			3,831			$	18.00-$21.25				Through 2013

5.	Receivables, Net

		January 28,				January 29,
		2006				2005
		(In thousands)
Bankcard receivables		$	19,017			$	5,946
Other receivables			21,210				4,259
Allowance for doubtful accounts			(1,489	)			(393	)
Total receivables, net		$	38,738			$	9,812

F-19

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Table of Contents

6.	Accrued Liabilities

		January 28,				January 29,
		2006				2005
		(In thousands)
Customer liabilities		$	89,053			$	35,213
Deferred revenue			40,808				10,497
Accrued rent			13,501				6,090
Accrued interest			19,943				22
Employee compensation and related taxes			36,543				5,750
Accrued merger costs and expenses (Note 2)			28,089				—
Other taxes			20,917				5,129
Other accrued liabilities			83,005				32,282
Total accrued liabilities		$	331,859			$	94,983

7.	Goodwill and Intangible Assets

		United States				Canada				Australia				Europe				Total
		(In thousands)
Balance at January 31, 2004		$	317,957			$	—			$	—			$	2,869			$	320,826
Addition for the acquisition of Gamesworld Group Limited			—				—				—				62				62
Impairment for the 52 weeks ended January 29, 2005			—				—				—				—				—
Balance at January 29, 2005			317,957				—				—				2,931				320,888
Additional cost relating to the acquisition of Electronics Boutique			773,100				116,818				146,419				35,127				1,071,464
Impairment for the 52 weeks ended January 28, 2006			—				—				—				—				—
Balance at January 28, 2006		$	1,091,057			$	116,818			$	146,419			$	38,058			$	1,392,352

F-20

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Table of Contents

		Deferred				Intangible
		Financing Fees				Assets
		(In thousands)
Balance at January 31, 2004		$	328			$	—
Addition for revolving credit facility entered into in June 2004			670				—
Amortization for the 52 weeks ended January 29, 2005			(432	)			—
Balance at January 29, 2005			566				—
Addition for the acquisition of Electronics Boutique, including senior notes payable and senior floating rate notes payable issued and revolving credit facility entered into in October 2005			19,617				20,731
Write-off of deferred financing fees remaining on June 2004 revolving credit facility			(393	)			—
Amortization for the 52 weeks ended January 28, 2006			(1,229	)			(251	)
Balance at January 28, 2006		$	18,561			$	20,480

		Amortization				Amortization of
		of Deferred				Intangible
Year Ended		Financing Fees				Assets
		(In thousands)
January 2006		$	3,216			$	5,150
January 2007			3,216				4,444
January 2008			3,216				3,582
January 2009			3,216				2,689
January 2010			2,986				1,796
		$	15,850			$	17,661

8.	Debt

F-21

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F-22

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F-23

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Year Ended		Amount
		(In thousands)
January 2007		$	12,527
January 2008			12,549
January 2009			390
January 2010			627
January 2011			338
Thereafter			957,771
		$	984,202

9.	Comprehensive Income

			52 Weeks				52 Weeks				52 Weeks
			Ended				Ended				Ended
			January 28,				January 29,				January 31,
			2006				2005				2004
			(In thousands)
Net earnings			$	100,784			$	60,926			$	63,467
Other comprehensive income:
	Foreign currency translation adjustments			319				271				296
Total comprehensive income			$	101,103			$	61,197			$	63,763

10.	Leases

F-24

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Table of Contents

		52 Weeks				52 Weeks				52 Weeks
		Ended				Ended				Ended
		January 28,				January 29,				January 31,
		2006				2005				2004
		(In thousands)
Minimum		$	126,562			$	76,466			$	58,105
Percentage rentals			8,620				4,471				7,418
		$	135,182			$	80,937			$	65,523

Year Ended		Amount
		(In thousands)
January 2007		$	197,128
January 2008			183,076
January 2009			156,223
January 2010			120,540
January 2011			86,014
Thereafter			274,463
		$	1,017,444

11.	Litigation

F-25

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Table of Contents

12.	Income Taxes

			52 Weeks				52 Weeks				52 Weeks
			Ended				Ended				Ended
			January 28,				January 29,				January 31,
			2006				2005				2004
			(In thousands)
Current tax expense (benefit):
	Federal		$	43,142			$	23,780			$	21,671
	State			3,950				4,355				4,733
	Foreign			7,954				(634	)			(98	)
				55,046				27,501				26,306
Deferred tax expense (benefit):
	Federal			(7,016	)			5,228				4,690
	State			(1,512	)			6				1,023
	Foreign			312				168				—
				(8,216	)			5,402				5,713
Charge in lieu of income taxes, relating to the tax effect of stock option tax deduction				12,308				5,082				9,702
Total income tax expense			$	59,138			$	37,985			$	41,721

F-26

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Table of Contents

		52 Weeks				52 Weeks				52 Weeks
		Ended				Ended				Ended
		January 28,				January 29,				January 31,
		2006				2005				2004
		(In thousands)
United States		$	142,362			$	101,961			$	105,606
International			17,560				(3,050	)			(418	)
Total		$	159,922			$	98,911			$	105,188

		52 Weeks				52 Weeks				52 Weeks
		Ended				Ended				Ended
		January 28,				January 29,				January 31,
		2006				2005				2004
Federal statutory tax rate			35.0	%			35.0	%			35.0	%
State income taxes, net of federal effect			1.6				3.3				4.6
Foreign income taxes			1.4				0.6				(0.1	)
Other (including permanent differences)			(1.0	)			(0.5	)			0.2
			37.0	%			38.4	%			39.7	%

				January 28,				January 29,
				2006				2005
				(In thousands)
Deferred tax asset:
	Allowance for doubtful accounts			$	841			$	59
	Inventory capitalization costs				4,663				1,157
	Inventory obsolescence reserve				17,078				3,640
	Organization costs				165				134
	Accrued liabilities				7,740				1,650
	Gift certificate liability				5,351				1,984
	Deferred rents				9,806				3,438
	Deferred compensation				139				—
	Merger-related liabilities				11,403				—
	Foreign net operating losses				3,360				—
	Translation adjustment				931				—
	Accrued state taxes				(2,422	)			(213	)
		Total deferred tax benefits			59,055				11,849

F-27

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Table of Contents

			January 28,				January 29,
			2006				2005
			(In thousands)
Deferred tax liabilities:
Goodwill				(25,202	)			(20,131	)
Prepaid expenses				(3,154	)			(2,626	)
Translation adjustment				—				(368	)
Fixed assets				(2,680	)			(5,119	)
Foreign dividend				(295	)			—
Accrued state taxes				1,620				923
	Total deferred tax liabilities			(29,711	)			(27,321	)
	Net		$	29,344			$	(15,472	)
Financial statements:
Current deferred tax assets			$	42,282			$	5,785
Non-current deferred tax liabilities			$	(12,938	)		$	(21,257	)

13.	Stock Option Plan

F-28

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Table of Contents

						Weighted-Average
		Shares				Exercise Price
		(Thousands of shares)
Balance, February 1, 2003			12,760			$	8.83
Granted			1,119			$	12.19
Exercised			(1,943	)		$	3.55
Forfeited			(629	)		$	16.55
Balance, January 31, 2004			11,307			$	9.63
Granted			1,676			$	18.40
Exercised			(1,196	)		$	7.93
Forfeited			(381	)		$	16.81
Balance, January 29, 2005			11,406			$	10.86
Granted			2,222			$	20.63
Exercised			(1,740	)		$	11.95
Forfeited			(432	)		$	19.45
Balance, January 28, 2006			11,456			$	12.31

		Options Outstanding												Options Exercisable
						Weighted-				Weighted-								Weighted-
		Number				Average				Average				Number				Average
		Outstanding				Remaining				Contractual				Exercisable				Exercise
Range of Exercise Prices		(000s)				Life				Price				(000s)				Price
$ 3.53 - $ 4.51			4,987				5.32			$	4.41				4,987			$	4.41
$11.80 - $12.71			542				7.18			$	11.88				284			$	11.85
$15.10 - $16.48			166				8.01			$	15.62				77			$	15.79
$18.00 - $21.25			5,641				7.45			$	18.85				2,961			$	18.09
$35.88			120				9.62			$	35.88				—			$	—
$ 3.53 - $35.88			11,456				6.55			$	12.31				8,309			$	9.64

14.	Employees’ Defined Contribution Plan

F-29

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15.	Certain Relationships and Related Transactions

F-30

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16.	Significant Products

			52 Weeks Ended								52 Weeks Ended								52 Weeks Ended
			January 28, 2006								January 29, 2005								January 31, 2004
							Percent								Percent								Percent
			Sales				of Total				Sales				of Total				Sales				of Total
Sales:
New video game hardware			$	503.2				16.3	%		$	209.2				11.4	%		$	198.1				12.6	%
New video game software				1,244.9				40.3	%			776.7				42.1	%			647.9				41.0	%
Used video game products				808.0				26.1	%			511.8				27.8	%			403.3				25.5	%
Other				535.7				17.3	%			345.1				18.7	%			329.5				20.9	%
	Total		$	3,091.8				100.0	%		$	1,842.8				100.0	%		$	1,578.8				100.0	%

			52 Weeks Ended								52 Weeks Ended								52 Weeks Ended
			January 28, 2006								January 29, 2005								January 31, 2004
							Gross								Gross								Gross
			Gross				Profit				Gross				Profit				Gross				Profit
			Profit				Percent				Profit				Percent				Profit				Percent
Gross Profit:
New video game hardware			$	30.9				6.1	%		$	8.5				4.1	%		$	10.6				5.3	%
New video game software				266.5				21.4	%			151.9				19.6	%			128.6				19.9	%
Used video game products				383.0				47.4	%			231.6				45.3	%			179.3				44.5	%
Other				191.6				35.8	%			117.3				34.0	%			114.4				34.7	%
	Total		$	872.0				28.2	%		$	509.3				27.6	%		$	432.9				27.4	%

17.	Segment Information

F-31

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		United
Fiscal Year Ended January 28, 2006		States				Canada				Australia				Europe				Other				Consolidated
Sales		$	2,709.8			$	111.4			$	94.4			$	176.2			$	—			$	3,091.8
Depreciation and amortization			58.6				2.6				1.9				3.3				—				66.4
Operating earnings			173.7				7.9				11.0				0.1				—				192.7
Interest income			(4.6	)			(0.2	)			(0.3	)			(1.3	)			1.3				(5.1	)
Interest expense			28.4				0.2				—				3.1				(1.3	)			30.4
Earnings (loss) before income tax expense (benefit)			142.4				7.9				11.2				(1.6	)			—				159.9
Goodwill			1,091.1				116.8				146.4				38.1				—				1,392.4
Other long-lived assets			359.1				37.6				21.0				83.8				—				501.5
Total assets			2,347.1				210.4				214.7				242.9				—				3,015.1

		United
Fiscal Year Ended January 29, 2005		States				Canada				Australia				Europe				Other				Consolidated
Sales		$	1,818.2			$	—			$	—			$	24.6			$	—			$	1,842.8
Depreciation and amortization			36.2				—				—				0.6				—				36.8
Operating earnings (loss)			102.1				—				—				(3.0	)			—				99.1
Interest income			(1.8	)			—				—				(0.1	)			—				(1.9	)
Interest expense			2.0				—				—				0.1				—				2.1
Earnings (loss) before income tax expense (benefit)			101.9				—				—				(3.0	)			—				98.9
Goodwill			318.0				—				—				2.9				—				320.9
Other long-lived assets			164.9				—				—				5.6				(0.4	)			170.1
Total assets			897.5				—				—				18.9				(0.4	)			916.0

		United
Fiscal Year Ended January 31, 2004		States				Canada				Australia				Europe				Other				Consolidated
Sales		$	1,564.0			$	—			$	—			$	14.8			$	—			$	1,578.8
Depreciation and amortization			29.1				—				—				0.2				—				29.3
Operating earnings (loss)			104.8				—				—				(0.4	)			—				104.4
Interest income			(1.5	)			—				—				—				—				(1.5	)
Interest expense			0.7				—				—				—				—				0.7
Earnings (loss) before income tax expense (benefit)			105.6				—				—				(0.4	)			—				105.2
Goodwill			318.0				—				—				2.8				—				320.8
Other long-lived assets			192.8				—				—				3.0				—				195.8
Total assets			893.6				—				—				12.4				(3.8	)			902.2

F-32

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18.	Supplemental Cash Flow Information

			52 Weeks				52 Weeks				52 Weeks
			Ended				Ended				Ended
			January 28,				January 29,				January 31,
			2006				2005				2004
			(In thousands)
Cash paid during the period for:
	Interest		$	9,258			$	1,447			$	308
	Income taxes			40,434				19,903				56,555
Subsidiaries acquired:
	Goodwill			1,071,464				62				2,869
	Cash received in acquisition			120,696				—				252
	Net assets acquired (or liabilities assumed)			251,796				—				158
	Issuance of common shares to EB stockholders			(437,144	)			—				—
Cash paid			$	1,006,812			$	62			$	3,279

19.	Repurchase of Equity Securities

20.	Shareholders’ Equity

F-33

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21.	Consolidating Financial Statements

F-34

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				Issuers and
				Guarantor				Non-Guarantor
				Subsidiaries				Subsidiaries								Consolidated
				January 28,				January 28,								January 28,
				2006				2006				Eliminations				2006
				(Amounts in thousands, except per share amounts)
ASSETS:
Current assets:
	Cash and cash equivalents			$	328,923			$	72,670			$	—			$	401,593
	Receivables, net				87,039				12,228				(60,529	)			38,738
	Merchandise inventories, net				470,013				133,165				—				603,178
	Prepaid expenses and other current assets				11,016				5,323				—				16,339
	Prepaid taxes				19,601				(466	)			—				19,135
	Deferred taxes				40,890				1,392				—				42,282
		Total current assets			957,482				224,312				(60,529	)			1,121,265
Property and equipment:
	Land				2,000				8,257				—				10,257
	Buildings and leasehold improvements				194,069				68,839				—				262,908
	Fixtures and equipment				288,060				55,837				—				343,897
					484,129				132,933				—				617,062
	Less accumulated depreciation and amortization				177,241				7,696				—				184,937
		Net property and equipment			306,888				125,237				—				432,125
Investment					463,619				—				(463,619	)			—
Goodwill, net					1,091,057				301,295				—				1,392,352
Assets held for sale					19,297				—				—				19,297
Deferred financing fees					18,536				25				—				18,561
Other noncurrent assets					14,341				17,178				—				31,519
		Total other assets			1,606,850				318,498				(463,619	)			1,461,729
		Total assets		$	2,871,220			$	668,047			$	(524,148	)		$	3,015,119
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT):
Current liabilities:
	Accounts payable			$	435,128			$	108,160			$	—			$	543,288
	Accrued liabilities				286,505				105,883				(60,529	)			331,859
	Note payable, current portion				12,452				75				—				12,527
		Total current liabilities			734,085				214,118				(60,529	)			887,674
Deferred taxes					23,923				(10,985	)			—				12,938
Senior notes payable, long-term portion, net					641,788				—				—				641,788
Senior floating rate notes payable, long-term portion					300,000				—				—				300,000
Notes payable, long-term portion					21,189				486				—				21,675
Other long-term liabilities					35,522				809				—				36,331
		Total long-term liabilities			1,022,422				(9,690	)			—				1,012,732
		Total liabilities			1,756,507				204,428				(60,529	)			1,900,406
Stockholders’ equity (deficit):
	Preferred stock — authorized 5,000 shares; no shares issued or outstanding				—				47,313				(47,313	)			—
	Class A common stock — $.001 par value; authorized 300,000 shares; 42,895 shares issued and outstanding				43				6,938				(6,938	)			43
	Class B common stock — $.001 par value; authorized 100,000 shares; 29,902 shares issued and outstanding				30				8,197				(8,197	)			30
	Additional paid-in-capital				921,349				333,163				(333,163	)			921,349
	Accumulated other comprehensive income (loss)				886				50				(50	)			886
	Retained earnings				192,405				67,958				(67,958	)			192,405
		Total stockholders’ equity (deficit)			1,114,713				463,619				(463,619	)			1,114,713
		Total liabilities and stockholders’ equity (deficit)		$	2,871,220			$	668,047			$	(524,148	)		$	3,015,119

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Table of Contents

				Issuers and
				Guarantor				Non-Guarantor
				Subsidiaries				Subsidiaries								Consolidated
				January 29,				January 29,								January 29,
				2005				2005				Eliminations				2005
				(Amounts in thousands, except per share amounts)
ASSETS:
Current assets:
	Cash and cash equivalents			$	167,788			$	3,204			$	—			$	170,992
	Receivables, net				9,516				296				—				9,812
	Merchandise inventories, net				210,634				5,662				—				216,296
	Prepaid expenses and other current assets				17,997				403				—				18,400
	Prepaid taxes				2,921				782				—				3,703
	Deferred taxes				5,785				—				—				5,785
		Total current assets			414,641				10,347				—				424,988
Property and equipment:
	Land				2,000				—				—				2,000
	Leasehold improvements				104,418				2,010				—				106,428
	Fixtures and equipment				180,119				4,417				—				184,536
					286,537				6,427				—				292,964
	Less accumulated depreciation and amortization				123,791				774				—				124,565
		Net property and equipment			162,746				5,653				—				168,399
Goodwill, net					317,957				2,931				—				320,888
Deferred financing fees					566				—				—				566
Other noncurrent assets					1,629				—				(487	)			1,142
		Total other assets			320,152				2,931				(487	)			322,596
		Total assets		$	897,539			$	18,931			$	(487	)		$	915,983
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT):
Current liabilities:
	Accounts payable			$	205,014			$	1,725			$	—			$	206,739
	Accrued liabilities				78,264				16,719				—				94,983
	Note payable, current portion				12,173				—				—				12,173
		Total current liabilities			295,451				18,444				—				313,895
Deferred taxes					21,257				—				—				21,257
Notes payable, long-term portion					24,347				—				—				24,347
Deferred rent and other long-term liabilities					13,473				—				—				13,473
		Total long-term liabilities			59,077				—				—				59,077
		Total liabilities			354,528				18,444				—				372,972
Stockholders’ equity (deficit):
	Preferred stock — authorized 5,000 shares; no shares issued or outstanding				—				—				—				—
	Class A common stock — $.001 par value; authorized 300,000 shares; 24,189 shares issued				24				—				—				24
	Class B common stock — $.001 par value; authorized 100,000 shares; 29,902 shares issued and outstanding				30				—				—				30
	Additional paid-in-capital				500,769				3,340				(3,340	)			500,769
	Accumulated other comprehensive income				567				(118	)			118				567
	Retained earnings				91,621				(2,735	)			2,735				91,621
	Treasury stock, at cost, 3,263 shares				(50,000	)			—				—				(50,000	)
		Total stockholders’ equity (deficit)			543,011				487				(487	)			543,011
		Total liabilities and stockholders’ equity (deficit)		$	897,539			$	18,931			$	(487	)		$	915,983

F-36

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Table of Contents

			Issuers and
			Guarantor				Non-Guarantor
			Subsidiaries				Subsidiaries								Consolidated
			January 28,				January 28,								January 28,
For the Fiscal Year Ended January 28, 2006			2006				2006				Eliminations				2006
			(Amounts in thousands)
Sales			$	2,709,786			$	381,997			$	—			$	3,091,783
Cost of sales				1,927,765				291,988				—				2,219,753
	Gross profit			782,021				90,009				—				872,030
Selling, general and administrative expenses				536,130				63,213				—				599,343
Depreciation and amortization				58,628				7,727				—				66,355
Merger-related expenses				13,600				—				—				13,600
	Operating earnings			173,663				19,069				—				192,732
Interest income				(9,123	)			(1,791	)			5,779				(5,135	)
Interest expense				32,906				3,300				(5,779	)			30,427
Merger-related interest expense				7,518												7,518
	Earnings (loss) before income tax expense (benefit)			142,362				17,560				—				159,922
Income tax expense (benefit)				50,872				8,266				—				59,138
	Net earnings (loss)		$	91,490			$	9,294			$	—			$	100,784

			Issuers and
			Guarantor				Non-Guarantor
			Subsidiaries				Subsidiaries								Consolidated
			January 29,				January 29,								January 29,
For the Fiscal Year Ended January 29, 2005			2005				2005				Eliminations				2005
			(Amounts in thousands)
Sales			$	1,818,158			$	24,648			$	—			$	1,842,806
Cost of sales				1,314,937				18,569				—				1,333,506
	Gross profit			503,221				6,079				—				509,300
Selling, general and administrative expenses				364,903				8,461				—				373,364
Depreciation and amortization				36,187				602				—				36,789
	Operating earnings (loss)			102,131				(2,984	)			—				99,147
Interest income				(1,854	)			(65	)			—				(1,919	)
Interest expense				2,024				131				—				2,155
	Earnings (loss) before income tax expense (benefit)			101,961				(3,050	)			—				98,911
Income tax expense (benefit)				38,619				(634	)			—				37,985
	Net earnings (loss)		$	63,342			$	(2,416	)		$	—			$	60,926

F-37

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Table of Contents

			Issuers and
			Guarantor				Non-Guarantor
			Subsidiaries				Subsidiaries								Consolidated
			January 31,				January 31,								January 31,
For the Fiscal Year Ended January 31, 2004			2004				2004				Eliminations				2004
			(Amounts in thousands)
Sales			$	1,564,037			$	14,801			$	—			$	1,578,838
Cost of sales				1,133,996				11,897				—				1,145,893
	Gross profit			430,041				2,904				—				432,945
Selling, general and administrative expenses				296,146				3,047				—				299,193
Depreciation and amortization				29,122				246				—				29,368
	Operating earnings (loss)			104,773				(389	)			—				104,384
Interest income				(1,467	)			—				—				(1,467	)
Interest expense				634				29				—				663
	Earnings (loss) before income tax expense (benefit)			105,606				(418	)			—				105,188
Income tax expense (benefit)				41,820				(99	)			—				41,721
	Net earnings (loss)		$	63,786			$	(319	)		$	—			$	63,467

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Table of Contents

					Issuers and
					Guarantor				Non-Guarantor
					Subsidiaries				Subsidiaries								Consolidated
					January 28,				January 28,								January 28,
For the Fiscal Year Ended January 28, 2006					2006				2006				Eliminations				2006
					(Amounts in thousands)
Cash flows from operating activities:
	Net earnings					91,490			$	9,294			$	—			$	100,784
	Adjustments to reconcile net earnings to net cash flows provided by operating activities:
		Depreciation and amortization (including amounts in cost of sales)				58,932				7,727				—				66,659
		Provision for inventory reserves				24,726				377				—				25,103
		Amortization of loan cost				1,229				—				—				1,229
		Amortization of original issue discount on senior notes				316				—				—				316
		Restricted stock expense				347				—				—				347
		Deferred taxes				(8,528	)			312				—				(8,216	)
		Tax benefit realized from exercise of stock options by employees				12,308				—				—				12,308
		Loss on disposal and impairment of property and equipment				11,648				—				—				11,648
		Increase in deferred rent and other long-term liabilities for scheduled rent increases in long-term leases				3,216				453				—				3,669
		Increase in liability to landlords for tenant allowances, net				936				(734	)			—				202
		Decrease in value of foreign exchange contracts				(2,421	)			—				—				(2,421	)
		Changes in operating assets and liabilities, net of business acquired
			Receivables, net			(6,728	)			(3,267	)			—				(9,995	)
			Merchandise inventories			(75,311	)			(16,052	)			—				(91,363	)
			Prepaid expenses and other current assets			19,402				82				—				19,484
			Prepaid taxes			18,172				(4,562	)			—				13,610
			Accounts payable and accrued liabilities			89,675				58,379				—				148,054
			Net cash flows provided by operating activities			239,409				52,009				—				291,418
Cash flows from investing activities:
	Purchase of property and equipment					(93,419	)			(17,277	)			—				(110,696	)
	Merger with Electronics Boutique, net of cash acquired					(920,504	)			34,388				—				(886,116	)
	Net cash flows used in investing activities					(1,013,923	)			17,111				—				(996,812	)
Cash flows from financing activities:
	Issuance of senior notes payable relating to Electronics Boutique merger, net of discount					641,472				—				—				641,472
	Issuance of senior floating rate notes payable relating to Electronics Boutique merger					300,000				—				—				300,000
	Issuance of shares relating to employee stock options					20,800				—				—				20,800
	Net increase in other noncurrent assets and deferred financing fees					(14,450	)			984				—				(13,466	)
	Payment of debt relating to repurchase of Class B shares					(12,173	)			—				—				(12,173	)
	Payment of debt relating to pre-existing Electronics Boutique debt					—				(956	)			—				(956	)
	Net cash flows provided by (used in) financing activities					935,649				28				—				935,677
Exchange rate effect on cash and cash equivalents						—				318				—				318
Net decrease in cash and cash equivalents						161,135				69,466				—				230,601
Cash and cash equivalents at beginning of period						167,788				3,204				—				170,992
Cash and cash equivalents at end of period						328,923				72,670				—				401,593

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Table of Contents

					Issuers and
					Guarantor				Non-Guarantor
					Subsidiaries				Subsidiaries								Consolidated
					January 29,				January 29,								January 29,
For the Fiscal Year Ended January 29, 2005					2005				2005				Eliminations				2005
					(Amounts in thousands)
Cash flows from operating activities:
	Net earnings (loss)				$	63,342			$	(2,416	)		$	—			$	60,926
	Adjustments to reconcile net earnings to net cash flows provided by operating activities:
		Depreciation and amortization (including amounts in cost of sales)				36,418				601				—				37,019
		Provision for inventory reserves				17,808				—				—				17,808
		Amortization of loan cost				432				—				—				432
		Deferred taxes				5,402				—				—				5,402
		Tax benefit realized from exercise of stock options by employees				5,082				—				—				5,082
		Loss on disposal of property and equipment				382				—				—				382
		Increase in deferred rent and other long-term liabilities for scheduled rent increases in long-term leases				5,350				(1	)			—				5,349
		Increase in liability to landlords for tenant allowances, net				1,644								—				1,644
		Minority interest				—				(96	)			—				(96	)
		Changes in operating assets and liabilities, net Receivables, net				(1,122	)			855				—				(267	)
			Merchandise inventories			(7,964	)			(2,614	)			—				(10,578	)
			Prepaid expenses and other current assets			(3,874	)			(186	)			—				(4,060	)
			Prepaid taxes			9,734				(662	)			—				9,072
			Accounts payable and accrued liabilities			8,618				9,254				—				17,872
			Net cash flows provided by operating activities			141,252				4,735				—				145,987
Cash flows from investing activities:
	Purchase of property and equipment					(95,149	)			(3,156	)			—				(98,305	)
	Acquisition of controlling interest in Gamesworld Group Limited, net of cash received									(62	)			—				(62	)
	Net cash flows used in investing activities					(95,149	)			(3,218	)			—				(98,367	)
Cash flows from financing activities:
	Issuance of shares relating to employee stock options					9,474				—				—				9,474
	Net increase in other noncurrent assets					(825	)			—				—				(825	)
	Purchase of treasury shares through repurchase program					(14,994	)			—				—				(14,994	)
	Repurchase of Class B shares					(111,781	)			—				—				(111,781	)
	Issuance of debt relating to the Class B share repurchase					74,020				—				—				74,020
	Repayment of debt relating to the Class B shares					(37,500	)			—				—				(37,500	)
	Net cash flows provided by (used in) financing activities					(81,606	)			—				—				(81,606	)
Exchange rate effect on cash and cash equivalents						—				73				—				73
Net decrease in cash and cash equivalents						(35,503	)			1,590				—				(33,913	)
Cash and cash equivalents at beginning of period						203,291				1,614				—				204,905
Cash and cash equivalents at end of period					$	167,788			$	3,204			$	—			$	170,992

F-40

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					Issuers and
					Guarantor				Non-Guarantor
					Subsidiaries				Subsidiaries								Consolidated
					January 31,				January 31,								January 31,
For the Fiscal Year Ended January 31, 2004					2004				2004				Eliminations				2004
					(Amounts in thousands)
Cash flows from operating activities:
	Net earnings (loss)				$	63,786			$	(319	)		$	—			$	63,467
	Adjustments to reconcile net earnings to net cash flows provided by (used in) operating activities:
		Depreciation and amortization (including amounts in cost of sales)				29,241				246				—				29,487
		Provision for inventory reserves				12,901				—				—				12,901
		Amortization of loan cost				313				—				—				313
		Deferred taxes				5,713				—				—				5,713
		Tax benefit realized from exercise of stock options by employees				9,702				—				—				9,702
		Loss on disposal of property and equipment				213				—				—				213
		Increase in deferred rent and other long-term liabilities for scheduled rent increases in long-term leases				342				(4	)			—				338
		Increase in liability to landlords for tenant allowances, net				937				—				—				937
		Minority interest				—				(298	)			—				(298	)
		Changes in operating assets and liabilities, net Receivables, net				(1,502	)			(452	)			—				(1,954	)
			Merchandise inventories			(72,010	)			(702	)			—				(72,712	)
			Prepaid expenses and other current assets			(3,996	)			(115	)			—				(4,111	)
			Prepaid taxes			(12,656	)			(119	)			—				(12,775	)
			Accounts payable and accrued liabilities			33,340				6,716				—				40,056
			Net cash flows provided by (used in) operating activities			66,324				4,953				—				71,277
Cash flows from investing activities:
	Purchase of property and equipment					(63,155	)			(1,329	)			—				(64,484	)
	Acquisition of controlling interest in Gamesworld Group Limited, net of cash received					—				(3,027	)			—				(3,027	)
	Net cash flows used in investing activities					(63,155	)			(4,356	)			—				(67,511	)
Cash flows from financing activities:
	Issuance of shares relating to employee stock options					6,899				—				—				6,899
	Net increase in other noncurrent assets					(3,801	)			3,279				—				(522	)
	Purchase of treasury shares through repurchase program					(35,006	)			—				—				(35,006	)
	Repayment of debt of Gamesworld Group Limited					—				(2,296	)			—				(2,296	)
	Net cash flows provided by (used in) financing activities					(31,908	)			983				—				(30,925	)
Exchange rate effect on cash and cash equivalents						—				34				—				34
Net decrease in cash and cash equivalents						(28,739	)			1,614				—				(27,125	)
Cash and cash equivalents at beginning of period						232,030				—				—				232,030
Cash and cash equivalents at end of period					$	203,291			$	1,614			$	—			$	204,905

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22.	Unaudited Quarterly Financial Information

		Fiscal Year Ended January 28, 2006																Fiscal Year Ended January 29, 2005
		1st				2nd				3rd				4th				1st				2nd				3rd				4th
		Quarter				Quarter				Quarter(4)				Quarter(4)				Quarter				Quarter				Quarter				Quarter
										(Amounts in thousands, except per share amounts)
Sales		$	474,727			$	415,930			$	534,212			$	1,666,914			$	371,736			$	345,593			$	416,737			$	708,740
Gross profit			126,037				128,155				176,720				441,118				104,642				106,286				118,959				179,413
Operating earnings(1)			16,857				13,190				10,095				152,590				10,770				12,545				19,852				55,980
Net earnings (loss)(2)			10,326				7,903				(2,460	)			85,015				6,678				7,672				12,059				34,517
Net earnings (loss) per Class A and Class B common share — basic(3)			0.20				0.15				(0.04	)			1.17				0.12				0.14				0.22				0.68
Net earnings (loss) per Class A and Class B common share — diluted(3)			0.19				0.14				(0.04	)			1.10				0.11				0.13				0.21				0.64

(1)	Includes the following pre-tax charges:

	•	$2,750 in the first quarter of the fiscal year ended January 29, 2005 attributable to the California labor litigation settlement,
	•	$2,800 in the third quarter of the fiscal year ended January 29, 2005 attributable to the professional fees related to the spin-off by Barnes & Noble of Historical GameStop’s Class B common shares, and
	•	$5,373 in the fourth quarter of the fiscal year ended January 29, 2005 attributable to correcting the Company’s method of accounting for rent expense and depreciation expense on leasehold improvements for those leases that do not contain a renewal option.

(2)	Includes the following after-tax charges:

	•	$1,708 in the first quarter of the fiscal year ended January 29, 2005 attributable to the California labor litigation settlement,
	•	$1,739 in the third quarter of the fiscal year ended January 29, 2005 attributable to the professional fees related to the spin-off by Barnes & Noble of Historical GameStop’s Class B common shares, and
	•	$3,312 in the fourth quarter of the fiscal year ended January 29, 2005 attributable to correcting the Company’s method of accounting for rent expense and depreciation expense on leasehold improvements for those leases that do not contain a renewal option.

(3)	Includes the following charges per basic and diluted share:

	•	$0.03 per basic and diluted share in the first quarter of the fiscal year ended January 29, 2005 attributable to the California labor litigation settlement,
	•	$0.03 per basic and diluted share in the third quarter of the fiscal year ended January 29, 2005 attributable to the professional fees related to the spin-off by Barnes & Noble of Historical GameStop’s Class B common shares, and
	•	$0.07 and $0.06 per basic and diluted share, respectively, in the fourth quarter of the fiscal year ended January 29, 2005 attributable to correcting the Company’s method of accounting for rent expense and depreciation expense on leasehold improvements for those leases that do not contain a renewal option.

(4)

The results for the third quarter of the fiscal year ended January 28, 2006 include the results of EB from October 9, 2005, the merger date, through October 29, 2005 and include merger-related expenses of $11,329 and merger-related interest expense of $7,518. The results for the fourth quarter of the fiscal year ended January 28, 2006 include the results of EB and merger-related expenses of $2,271.

F-42

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	(signed) KPMG

F-43

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				January 29,				January 31,
				2005				2004
				(Amounts in thousands,
				except per share amounts)
ASSETS
Current assets:
	Cash and cash equivalents			$	94,345			$	97,793
	Marketable securities				80,950				60,175
	Accounts receivable:
		Trade and vendors			17,685				22,407
		Other			3,585				17,405
	Merchandise inventories				291,678				253,577
	Deferred tax asset				9,438				9,895
	Prepaid expenses and other current assets				17,955				16,435
Total current assets					515,636				477,687
Property and equipment:
	Building and leasehold improvements				153,883				122,852
	Furniture, fixtures and equipment				154,896				123,265
	Land				8,120				5,827
	Construction in progress				2,473				2,826
					319,372				254,770
	Less accumulated depreciation and amortization				145,951				116,766
Net property and equipment					173,421				138,004
Goodwill and other intangible assets, net of accumulated amortization of $1,155 and $666					16,308				13,662
Deferred tax asset					12,433				10,476
Other non-current assets					6,402				4,103
Total assets				$	724,200			$	643,932
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	228,825			$	220,481
	Accrued expenses				99,939				75,922
	Income taxes payable				11,450				17,862
Total current liabilities					340,214				314,265
	Deferred rent and other long-term liabilities				32,518				25,687
Total liabilities					372,732				339,952
Stockholders’ equity:
	Preferred stock — authorized 25,000 shares; $.01 par value; no shares issued and outstanding at January 29, 2005 and January 31, 2004				—				—
	Common stock — authorized 100,000 shares; $.01 par value; 27,433 shares issued and 24,648 shares outstanding at January 29, 2005; 26,449 shares issued and 24,834 shares outstanding at January 31, 2004				274				264
	Treasury stock — 2,785 and 1,615 shares at January 29, 2005 and January 31, 2004, respectively, at cost				(66,132	)			(34,455	)
	Additional paid-in capital				206,503				181,204
	Accumulated other comprehensive income				6,980				5,411
	Retained earnings				203,843				151,556
Total stockholders’ equity					351,468				303,980
Total liabilities and stockholders’ equity				$	724,200			$	643,932

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			Years Ended
			January 29,				January 31,				February 1,
			2005				2004				2003
			(Amounts in thousands, except per
			share amounts)
Net sales			$	1,983,537			$	1,588,406			$	1,309,226
Management fees				5,845				13,375				7,553
Total revenues				1,989,382				1,601,781				1,316,779
Cost of goods sold				1,450,205				1,174,429				971,204
Gross profit				539,177				427,352				345,575
Costs and expenses:
	Selling, general and administrative expense			422,374				327,260				266,729
	Restructuring and asset impairment reversal			—				—				(2,611	)
	Depreciation and amortization			37,473				29,211				23,361
Operating income				79,330				70,881				58,096
Interest income, net				2,350				1,751				1,677
Income before income tax expense and cumulative effect of change in accounting principle				81,680				72,632				59,773
Income tax expense				29,393				26,903				22,373
Income before cumulative effect of change in accounting principle				52,287				45,729				37,400
Cumulative effect of change in accounting principle, net of income tax expense				—				—				(4,773	)
Net income			$	52,287			$	45,729			$	32,627
Income per share before cumulative effect of change in accounting principle:
Basic			$	2.16			$	1.82			$	1.44
Diluted			$	2.13			$	1.80			$	1.42
Per share cumulative effect of change in accounting principle:
Basic											$	(0.18	)
Diluted											$	(0.18	)
Net income per share:
Basic			$	2.16			$	1.82			$	1.26
Diluted			$	2.13			$	1.80			$	1.24
Weighted average shares outstanding:
Basic				24,159				25,114				25,833
Diluted				24,547				25,415				26,247

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																															Accumulated
																															Other
			Preferred stock								Common stock								Treasury stock								Additional				Comprehensive								Total
																											Paid-In				(Loss)				Retained				Stockholders’
			Shares				Amount				Shares				Amount				Shares				Amount				Capital				Income				Earnings				Equity
			(Amounts in thousands)
Balance Feb. 2, 2002				—			$	—				25,783			$	258				—			$	—			$	166,312			$	(2,610	)		$	73,200			$	237,160
Comprehensive income:
	Net income			—				—				—				—				—				—				—				—				32,627				32,627
	Foreign currency translations			—				—				—				—				—				—				—				6,574				—				6,574
	Hedging activities			—				—				—				—				—				—				—				(5,077	)			—				(5,077	)
Total comprehensive income																																								34,124
	Issuance of common stock			—				—				23				—				—				—				467				—				—				467
	Exercise of stock options			—				—				76				1				—				—				1,190				—				—				1,191
	Tax benefit from stock options exercised			—				—				—				—				—				—				1,558				—				—				1,558
Balance Feb. 1, 2003				—				—				25,882				259				—				—				169,527				(1,113	)			105,827				274,500
Comprehensive income:
	Net income			—				—				—				—				—				—				—				—				45,729				45,729
	Foreign currency translations			—				—				—				—				—				—				—				12,981				—				12,981
	Hedging activities			—				—				—				—				—				—				—				(6,457	)			—				(6,457	)
Total comprehensive income																																								52,253
	Issuance of common stock			—				—				32				—				—				—				531				—				—				531
	Exercise of stock options			—				—				535				5				—				—				8,590				—				—				8,595
	Repurchase of common stock			—				—				—				—				(1,615	)			(34,455	)			—				—				—				(34,455	)
	Tax benefit from stock options exercised			—				—				—				—				—				—				2,556				—				—				2,556
Balance Jan. 31, 2004				—				—				26,449				264				(1,615	)			(34,455	)			181,204				5,411				151,556				303,980
Comprehensive income:
	Net income			—				—				—				—				—				—				—				—				52,287				52,287
	Foreign currency translations			—				—				—				—				—				—				—				4,849				—				4,849
	Hedging activities			—				—				—				—				—				—				—				(3,280	)			—				(3,280	)
Total comprehensive income																																								53,856
	Issuance of common stock			—				—				31				—				—				—				710				—				—				710
	Exercise of stock options			—				—				953				10				—				—				18,281				—				—				18,291
	Repurchase of common stock			—				—				—				—				(1,170	)			(31,677	)			—				—				—				(31,677	)
	Other financing activities			—				—				—				—				—				—				164				—				—				164
	Tax benefit from stock options exercised			—				—				—				—				—				—				6,144				—				—				6,144
Balance Jan. 29, 2005				—			$	—				27,433			$	274				(2,785	)		$	(66,132	)		$	206,503			$	6,980			$	203,843			$	351,468

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				Years Ended
				January 29,				January 31,				February 1,
				2005				2004				2003
				(Amounts in thousands)
Cash flows from operating activities:
	Net income			$	52,287			$	45,729			$	32,627
	Adjustments to reconcile net income to cash provided by operating activities:
	Depreciation of property and equipment				36,871				28,769				23,046
	Amortization of other assets				602				442				315
	Loss on disposal of property and equipment				234				313				649
	Deferred taxes				(1,134	)			1,705				1,284
	Foreign currency transaction loss (gain)				509				597				(537	)
	Management fee amortization from termination agreement				(5,845	)			(4,660	)			—
	Changes in assets and liabilities:
		Accounts receivable			18,858				(12,070	)			(2,133	)
		Merchandise inventories			(33,482	)			(17,537	)			(74,831	)
		Prepaid expenses			(1,247	)			(6,635	)			(1,567	)
		Other non-current assets			(4,682	)			1,188				(1,594	)
		Accounts payable			4,944				39,266				36,335
		Accrued expenses			24,497				25,087				8,298
		Income taxes payable			(1,191	)			1,451				6,087
		Deferred rent and other long-term liabilities			11,174				(40	)			1,859
Net cash provided by operating activities					102,395				103,605				29,838
Cash flows from investing activities:
	Purchases of property and equipment				(75,119	)			(45,905	)			(38,502	)
	Proceeds from disposition of assets				5,539				135				2,544
	Proceeds from sales of marketable securities				152,750				322,820				197,300
	Purchases of marketable securities				(173,525	)			(334,070	)			(150,350	)
	Businesses acquired, net of cash				—				(111	)			(1,552	)
Net cash (used in) provided by investing activities					(90,355	)			(57,131	)			9,440
Cash flows from financing activities:
	Proceeds from exercise of stock options				18,291				8,595				1,191
	Repurchase of common stock				(31,677	)			(34,455	)			—
	Repayments of long-term debt				—				—				(506	)
	Proceeds from issuance of common stock				710				531				467
	Other financing activities				164				—				—
Net cash (used in) provided by financing activities					(12,512	)			(25,329	)			1,152
Effects of exchange rates on cash					(2,976	)			3,700				1,870
Net increase (decrease) in cash and cash equivalents					(3,448	)			24,845				42,300
Cash and cash equivalents, beginning of year					97,793				72,948				30,648
Cash and cash equivalents, end of year				$	94,345			$	97,793			$	72,948
Supplemental disclosures of cash flow information:
Cash paid during the year for:
	Interest			$	52			$	16			$	31
	Income taxes				30,515				23,301				13,469

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(1)	ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Description of Business

	Fiscal Year-End

	Principles of Consolidation

	Revenue Recognition

	Cost of Goods Sold

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	Selling, General and Administrative Expense

	Vendor Programs

	Cash and Cash Equivalents

	Marketable Securities

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	Merchandise Inventories

	Property and Equipment

Leasehold improvements			Lesser of 10 years or the lease term
Furniture and fixtures			5 years
Computer equipment			3 years
Buildings			30 years

	Deferred Revenue

	Gift Certificates

	Goodwill and Other Intangible Assets

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	Other Assets

	Guarantees

	Leasing Expense

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	Pre-opening Costs and Advertising Expense

	Foreign Currency

	Income Taxes

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	Net Income Per Share

		Fiscal 2005				Fiscal 2004				Fiscal 2003
Weighted average shares outstanding — basic			24,159				25,114				25,833
Dilutive effect of stock options			388				301				414
Weighted average shares outstanding — diluted			24,547				25,415				26,247

	Use of Estimates

	Fair Value of Financial Instruments

	Stock-Based Employee Compensation

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			Fiscal 2005				Fiscal 2004				Fiscal 2003
			(Amounts in thousands, except per
			share amounts)
Net income, as reported			$	52,287			$	45,729			$	32,627
Less: total stock based employee compensation				3,294				4,350				4,796
Pro forma net income			$	48,993			$	41,379			$	27,831
Net income per share:
	Basic — as reported		$	2.16			$	1.82			$	1.26
	Diluted — as reported		$	2.13			$	1.80			$	1.24
	Basic — pro forma		$	2.03			$	1.65			$	1.08
	Diluted — pro forma		$	2.00			$	1.63			$	1.06

	New Accounting Pronouncements Adopted

(2)	CHANGE IN ACCOUNTING PRINCIPLE

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(3)	COMMITMENTS

	Lease Commitments

		Retail				Distribution
		Store				Facilities and				Total Lease
		Locations				Other				Commitments
Fiscal 2006		$	101,880			$	1,833			$	103,713
Fiscal 2007			99,395				1,403				100,798
Fiscal 2008			93,451				1,204				94,655
Fiscal 2009			77,009				1,142				78,151
Fiscal 2010			55,001				1,023				56,024
Thereafter			89,450				533				89,983
		$	516,186			$	7,138			$	523,324

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(4)	ACCRUED EXPENSES

		January 29,				January 31,
		2005				2004
Employee compensation and related taxes		$	23,504			$	18,779
Gift certificates and customer deposits			25,953				16,424
Deferred revenue			21,527				17,205
Accrued rent			6,207				6,458
Other taxes			6,505				5,342
Other accrued liabilities			16,243				11,714
Total		$	99,939			$	75,922

(5)	DEBT

(6)	GAME GROUP SERVICES AGREEMENT

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(7)	RELATED PARTY TRANSACTIONS

(8)	EMPLOYEES’ RETIREMENT PLAN

(9)	EQUITY PLANS

	Equity Participation Plans

	Employee Stock Purchase Plan

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		Fiscal 2005				Fiscal 2004				Fiscal 2003
Expected volatility			57.66	%			60.89	%			62.38	%
Risk-free interest rate			3.68	%			3.15	%			2.98	%
Expected life of options in years			4.91				4.92				4.76
Expected life of purchase rights in months			3.0				3.0				3.0
Dividend yield			—	%			—	%			—	%

			Fiscal 2005				Fiscal 2004				Fiscal 2003
Outstanding at beginning of year				2,126				2,388				2,093
Granted				272				431				433
Exercised				(952	)			(535	)			(76	)
Forfeited				(45	)			(158	)			(62	)
Outstanding at end of year				1,401				2,126				2,388
Exercisable at end of year				744				1,200				1,215
Weighted average price per share:
	Granted		$	28.60			$	16.95			$	31.74
	Exercised			19.20				16.04				16.72
	Forfeited			24.65				28.32				22.59

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		Options Outstanding
														Options Exercisable
		Number				Weighted
		Outstanding as				Average								Number				Weighted
		of January 29,				Remaining				Weighted Average				Exercisable as of				Average
Range of Exercise Prices		2005				Contractual Life				Exercise Price				January 29, 2005				Exercise Price
$ 9.50 - $17.37			421				7.22			$	15.77				177			$	14.94
$17.38 - $28.42			462				6.73			$	20.03				352			$	18.21
$28.43 - $41.65			518				7.85			$	31.29				215			$	32.44
			1,401												744

(10)	INCOME TAXES

		Fiscal 2005				Fiscal 2004				Fiscal 2003
Domestic		$	43,415			$	44,344			$	52,989
Foreign			38,265				28,288				6,784
Total		$	81,680			$	72,632			$	59,773

			Fiscal 2005				Fiscal 2004				Fiscal 2003
Federal statutory tax rate				35.00	%			35.00	%			35.00	%
State income taxes, net of federal benefit				1.06				2.88				3.17
Permanent differences- domestic and foreign				0.41				(0.26	)			(0.30	)
Difference in foreign tax rates				(0.93	)			(0.25	)			(0.33	)
Other				(0.07	)			0.17				(0.14	)
Change in valuation allowance				0.52				(0.50	)			0.03
Income tax expense				35.99	%			37.04	%			37.43	%
Current:
	Domestic — Federal		$	14,484			$	12,577			$	11,191
	Domestic — State			1,382				2,371				2,091
	Foreign			13,652				10,600				5,092
Deferred:
	Domestic — Federal			544				2,059				5,932
	Domestic — State			(45	)			873				994
	Foreign			(624	)			(1,577	)			(2,927	)
Income tax expense			$	29,393			$	26,903			$	22,373

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			January 29,				January 31,
			2005				2004
Deferred tax assets:
	Inventory		$	1,283			$	6,327
	Accrued expenses			8,148				3,010
	State net operating loss			716				558
	Fixed assets			672				4,592
	Deferred rent			7,177				2,128
	Amortization of goodwill			67				96
	Foreign net operating loss			4,563				4,012
	Total gross deferred tax asset			22,626				20,723
	Valuation allowance			(755	)			(352	)
	Net deferred tax asset		$	21,871			$	20,371

(11)	RESTRUCTURING CHARGE

		Beginning				Cash																Ending
		Balance				Payments				Charges				Reversals				Other				Balance
Year ended January 31, 2004		$	240			$	(36	)			—				—				—			$	204
Year ended January 29, 2005		$	204				—				—				—			$	(204	)			—

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(12)	LEGAL CONTINGENCIES

(13)	COMPREHENSIVE INCOME

		Fiscal 2005				Fiscal 2004				Fiscal 2003
Net income		$	52,287			$	45,729			$	32,627
Foreign currency translations			4,849				12,981				6,574
Hedging activities			(3,280	)			(6,457	)			(5,077	)
Comprehensive income		$	53,856			$	52,253			$	34,124

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(14)	GOODWILL AND OTHER INTANGIBLE ASSETS

		January 29, 2005								January 31, 2004
		Gross								Gross
		Carrying				Accumulated				Carrying				Accumulated
		Amount				Amortization				Amount				Amortization
Key Money(1)		$	3,761			$	1,145			$	1,791			$	581
Other			10				10				85				85
Total Intangible Assets		$	3,771			$	1,155			$	1,876			$	666

(1)	Key Money represents payments made to landlords, outgoing tenants or other third parties to enter into certain store leases.

	Goodwill

Balance as of February 1, 2003		$	10,938
Buyout of German partner(1)			111
Foreign exchange fluctuations and other			1,403
Balance as of January 31, 2004		$	12,452
Foreign exchange fluctuations and other			1,240
Balance as of January 29, 2005		$	13,692

(1)	In June 2003, the Company bought out the last of its partners in the German subsidiary. This resulted in an increase in ownership of .3125%. The Company now owns 100% of its German subsidiary.

(15)	STOCK BUY-BACK PROGRAM

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				Guarantor				Non-Guarantor
				Subsidiaries				Subsidiaries								Consolidated
				January 29,				January 29,								January 29,
				2005				2005				Eliminations				2005
ASSETS
Current assets:
	Cash and cash equivalents			$	30,470			$	63,875			$	—			$	94,345
	Marketable securities				80,950				—				—				80,950
	Accounts receivable				59,682				9,291				(47,703	)			21,270
	Merchandise inventories				211,314				80,364				—				291,678
	Deferred tax asset				8,148				1,290				—				9,438
	Prepaid expenses and other current assets				13,701				4,254				—				17,955
		Total current assets			404,265				159,074				(47,703	)			515,636
Property and equipment:
	Building and leasehold improvements				116,626				37,257				—				153,883
	Furniture, fixtures and equipment				107,095				47,801				—				154,896
	Land				4,450				3,670				—				8,120
	Construction in progress				1,660				813				—				2,473
					229,831				89,541				—				319,372
	Less accumulated depreciation and amortization				113,663				32,288				—				145,951
		Net property and equipment			116,168				57,253				—				173,421
Investment					103,071				—				(103,071	)			—
Goodwill and other intangible assets, net					1,625				14,683				—				16,308
Deferred tax asset					5,045				7,388				—				12,433
Other non-current assets					3,470				2,932				—				6,402
		Total assets		$	633,644			$	241,330			$	(150,774	)		$	724,200
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	169,463			$	59,362			$	—			$	228,825
	Accrued expenses				78,067				69,575				(47,703	)			99,939
	Income taxes payable				6,091				5,359				—				11,450
		Total current liabilities			253,621				134,296				(47,703	)			340,214
Deferred rent and other long-term liabilities					28,555				3,963				—				32,518
		Total liabilities			282,176				138,259				(47,703	)			372,732
Stockholders’ equity:
	Preferred stock — authorized 25,000 shares; $.01 par value; no shares issued and outstanding				—				—				—				—
	Common stock — authorized 100,000 shares; $.01 par value; 27,433 shares issued and 24,648 shares outstanding				274				7,658				(7,658	)			274
	Treasury stock, at cost				(66,132	)			—				—				(66,132	)
	Additional paid-in-capital				206,503				38,830				(38,830	)			206,503
	Accumulated other comprehensive income				6,980				9,217				(9,217	)			6,980
	Retained earnings				203,843				47,366				(47,366	)			203,843
		Total stockholders’ equity			351,468				103,071				(103,071	)			351,468
		Total liabilities and stockholders’ equity		$	633,644			$	241,330			$	(150,774	)		$	724,200

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				Guarantor				Non-Guarantor
				Subsidiaries				Subsidiaries								Consolidated
				January 31,				January 31,								January 31,
				2004				2004				Eliminations				2004
ASSETS
Current assets:
	Cash and cash equivalents			$	47,538			$	50,255			$	—			$	97,793
	Marketable securities				60,175				—				—				60,175
	Accounts receivable				59,941				13,685				(33,814	)			39,812
	Merchandise inventories				196,871				56,706				—				253,577
	Deferred tax asset				9,265				630				—				9,895
	Prepaid expenses and other current assets				13,476				2,959				—				16,435
		Total current assets			387,266				124,235				(33,814	)			477,687
Property and equipment:
	Building and leasehold improvements				98,265				24,587				—				122,852
	Furniture, fixtures and equipment				88,738				34,527				—				123,265
	Land				3,282				2,545				—				5,827
	Construction in progress				2,412				414				—				2,826
					192,697				62,073				—				254,770
	Less accumulated depreciation and amortization				94,344				22,422				—				116,766
		Net property and equipment			98,353				39,651				—				138,004
Investment					72,879				—				(72,879	)			—
Goodwill and other intangible assets, net					1,045				12,617				—				13,662
Deferred tax asset					3,830				6,646				—				10,476
Other non-current assets					2,253				1,850				—				4,103
		Total assets		$	565,626			$	184,999			$	(106,693	)		$	643,932
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	161,355			$	59,126			$	—			$	220,481
	Accrued expenses				66,384				43,352				(33,814	)			75,922
	Income taxes payable				10,404				7,458				—				17,862
		Total current liabilities			238,143				109,936				(33,814	)			314,265
Deferred rent and other long-term liabilities					23,503				2,184				—				25,687
		Total liabilities			261,646				112,120				(33,814	)			339,952
Stockholders’ equity:
	Preferred stock — authorized 25,000 shares; $.01 par value; no shares issued and outstanding				—				—				—				—
	Common stock — authorized 100,000 shares; $.01 par value; 26,449 shares issued and 24,834 shares outstanding				264				9,707				(9,707	)			264
	Treasury stock, at cost				(34,455	)			—				—				(34,455	)
	Additional paid-in-capital				181,204				30,237				(30,237	)			181,204
	Accumulated other comprehensive income				5,411				6,268				(6,268	)			5,411
	Retained earnings				151,556				26,667				(26,667	)			151,556
		Total stockholders’ equity			303,980				72,879				(72,879	)			303,980
		Total liabilities and stockholders’ equity		$	565,626			$	184,999			$	(106,693	)		$	643,932

F-65

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Table of Contents

			Guarantor				Non-Guarantor
			Subsidiaries				Subsidiaries								Consolidated
			January 29,				January 29,								January 29,
For the Fiscal Year Ended January 29, 2005			2005				2005				Eliminations				2005
Net sales			$	1,411,971			$	571,566			$	—			$	1,983,537
Management fees				9,237				—				(3,392	)			5,845
	Total revenues			1,421,208				571,566				(3,392	)			1,989,382
Cost of goods sold				1,022,172				428,033				—				1,450,205
	Gross profit			399,036				143,533				(3,392	)			539,177
Selling, general and administrative expense				332,403				93,363				(3,392	)			422,374
Depreciation and amortization				26,856				10,617				—				37,473
	Operating income			39,777				39,553				—				79,330
Interest (income)/expense, net				(3,639	)			1,289				—				(2,350	)
Subsidiary income				(25,237	)			—				25,237				—
	Income before income tax expense			68,653				38,264				(25,237	)			81,680
Income tax expense				16,366				13,027				—				29,393
	Net income		$	52,287			$	25,237			$	(25,237	)		$	52,287

			Guarantor				Non-Guarantor
			Subsidiaries				Subsidiaries								Consolidated
			January 31,				January 31,								January 31,
For the Fiscal Year Ended January 31, 2004			2004				2004				Eliminations				2004
Net sales			$	1,187,481			$	400,925			$	—			$	1,588,406
Management fees				16,455				—				(3,080	)			13,375
	Total revenues			1,203,936				400,925				(3,080	)			1,601,781
Cost of goods sold				869,796				304,633				—				1,174,429
	Gross profit			334,140				96,292				(3,080	)			427,352
Selling, general and administrative expense				271,330				59,010				(3,080	)			327,260
Depreciation and amortization				21,828				7,383				—				29,211
	Operating income			40,982				29,899				—				70,881
Interest (income)/expense, net				(3,362	)			1,611				—				(1,751	)
Subsidiary income				(19,265	)			—				19,265				—
	Income before income tax expense			63,609				28,288				(19,265	)			72,632
Income tax expense				17,880				9,023				—				26,903
	Net income		$	45,729			$	19,265			$	(19,265	)		$	45,729

F-66

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Table of Contents

			Guarantor				Non-Guarantor
			Subsidiaries				Subsidiaries								Consolidated
			February 1,				February 1,								February 1,
For the Fiscal Year Ended February 1, 2003			2003				2003				Eliminations				2003
Net sales			$	1,057,006			$	252,220			$	—			$	1,309,226
Management fees				11,311				—				(3,758	)			7,553
	Total revenues			1,068,317				252,220				(3,758	)			1,316,779
Cost of goods sold				774,991				196,213				—				971,204
	Gross profit			293,326				56,007				(3,758	)			345,575
Selling, general and administrative expense				227,855				42,632				(3,758	)			266,729
Restructuring and asset impairment reversal				(2,611	)			—				—				(2,611	)
Depreciation and amortization				18,499				4,862				—				23,361
	Operating income			49,583				8,513				—				58,096
Interest (income)/expense, net				(3,406	)			1,729				—				(1,677	)
Subsidiary income				(3,749	)			—				3,749				—
	Income before income tax expense and cumulative effect of change in accounting principle			56,738				6,784				(3,749	)			59,773
Income tax expense				20,208				2,165				—				22,373
	Income before cumulative effect of change in accounting principle			36,530				4,619				(3,749	)			37,400
Cumulative effect of change in accounting principle, net of income tax expense				(3,903	)			(870	)			—				(4,773	)
	Net income		$	32,627			$	3,749			$	(3,749	)		$	32,627

F-67

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Table of Contents

				Guarantor				Non-Guarantor
				Subsidiaries				Subsidiaries								Consolidated
				January 29,				January 29,								January 29,
For the Fiscal Year Ended January 29, 2005				2005				2005				Eliminations				2005
Cash flows from operating activities:
	Net income			$	52,287			$	25,237			$	(25,237	)		$	52,287
	Subsidiary income				(25,237	)			—				25,237				—
	Depreciation of property and equipment				26,856				10,015				—				36,871
	Amortization of other assets				—				602				—				602
	Loss on disposal of property and equipment				24				210				—				234
	Deferred taxes				(486	)			(648	)			—				(1,134	)
	Foreign currency transaction loss				—				509				—				509
	Management fee amortization from termination agreement				(5,845	)			—				—				(5,845	)
	Changes in assets and liabilities:
		Accounts receivable			17,617				1,241				—				18,858
		Due to/from affiliates			(22,187	)			22,187				—				—
		Merchandise inventories			(14,443	)			(19,039	)			—				(33,482	)
		Prepaid expenses			(225	)			(1,022	)			—				(1,247	)
		Other non-current assets			(1,798	)			(2,884	)			—				(4,682	)
		Accounts payable			8,109				(3,165	)			—				4,944
		Accrued expenses			17,277				7,220				—				24,497
		Income taxes payable			723				(1,914	)			—				(1,191	)
		Deferred rent and other long-term liabilities			9,547				1,627				—				11,174
Net cash provided by operating activities					62,219				40,176				—				102,395
Cash flows from investing activities:
	Purchases of property and equipment				(50,045	)			(25,074	)			—				(75,119	)
	Proceeds from disposition of assets				5,350				189				—				5,539
	Proceeds from sales of marketable securities				152,750				—				—				152,750
	Purchases of marketable securities				(173,525	)			—				—				(173,525	)
Net cash used in investing activities					(65,470	)			(24,885	)			—				(90,355	)
Cash flows from financing activities:
	Proceeds from exercise of stock options				18,291				—				—				18,291
	Repurchase of common stock				(31,677	)			—				—				(31,677	)
	Proceeds from issuance of common stock				710				—				—				710
	Other financing activities				164				—				—				164
	Intercompany capital contributions and dividends				(1,305	)			1,305				—				—
Net cash provided by (used in) financing activities					(13,817	)			1,305				—				(12,512	)
Effects of exchange rates on cash					—				(2,976	)			—				(2,976	)
Net increase (decrease) in cash and cash equivalents					(17,068	)			13,620				—				(3,448	)
Cash and cash equivalents, beginning of year					47,538				50,255				—				97,793
Cash and cash equivalents, end of year				$	30,470			$	63,875			$	—			$	94,345

F-68

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Table of Contents

				Guarantor				Non-Guarantor
				Subsidiaries				Subsidiaries								Consolidated
				January 31,				January 31,								January 31,
For the Fiscal Year Ended January 31, 2004				2004				2004				Eliminations				2004
Cash flows from operating activities:
	Net income			$	45,729			$	19,265			$	(19,265	)		$	45,729
	Subsidiary income				(19,265	)			—				19,265				—
	Depreciation of property and equipment				21,809				6,960				—				28,769
	Amortization of other assets				19				423				—				442
	Loss on disposal of property and equipment				280				33				—				313
	Deferred taxes				3,572				(1,867	)			—				1,705
	Foreign currency transaction loss				—				597				—				597
	Management fee amortization from termination agreement				(4,660	)			—				—				(4,660	)
	Changes in assets and liabilities:
		Accounts receivable			(7,922	)			(4,148	)			—				(12,070	)
		Due to/from affiliates			6,606				(6,606	)			—				—
		Merchandise inventories			(9,166	)			(8,371	)			—				(17,537	)
		Prepaid expenses			(6,092	)			(543	)			—				(6,635	)
		Other non-current assets			606				582				—				1,188
		Accounts payable			23,099				16,167				—				39,266
		Accrued expenses			20,395				4,692				—				25,087
		Income taxes payable			4,366				(2,915	)			—				1,451
		Deferred rent and other long-term liabilities			(649	)			609				—				(40	)
Net cash provided by operating activities					78,727				24,878				—				103,605
Cash flows from investing activities:
	Purchases of property and equipment				(34,151	)			(11,754	)			—				(45,905	)
	Proceeds from disposition of assets				68				67				—				135
	Proceeds from sales of marketable securities				322,820				—				—				322,820
	Purchases of marketable securities				(334,070	)			—				—				(334,070	)
	Businesses acquired, net of cash				—				(111	)			—				(111	)
Net cash used in investing activities					(45,333	)			(11,798	)			—				(57,131	)
Cash flows from financing activities:
	Proceeds from exercise of stock options				8,595				—				—				8,595
	Repurchase of common stock				(34,455	)			—				—				(34,455	)
	Proceeds from issuance of common stock				531				—				—				531
	Intercompany capital contributions and dividends				(9,108	)			9,108				—				—
Net cash provided by (used in) financing activities					(34,437	)			9,108				—				(25,329	)
Effects of exchange rates on cash					—				3,700				—				3,700
Net increase (decrease) in cash and cash equivalents					(1,043	)			25,888				—				24,845
Cash and cash equivalents, beginning of year					48,581				24,367				—				72,948
Cash and cash equivalents, end of year				$	47,538			$	50,255			$	—			$	97,793

F-69

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Table of Contents

				Guarantor				Non-Guarantor
				Subsidiaries				Subsidiaries								Consolidated
				February 1,				February 1,								February 1,
For the Fiscal Year Ended February 1, 2003				2003				2003				Eliminations				2003
Cash flows from operating activities:
	Net income			$	32,627			$	3,749			$	(3,749	)		$	32,627
	Subsidiary income				(3,749	)			—				3,749				—
	Depreciation of property and equipment				18,451				4,595				—				23,046
	Amortization of other assets				48				267				—				315
	Loss on disposal of property and equipment				608				41				—				649
	Deferred taxes				3,754				(2,470	)			—				1,284
	Foreign currency transaction gain				—				(537	)			—				(537	)
	Changes in assets and liabilities:
		Accounts receivable			(455	)			(1,678	)			—				(2,133	)
		Due to/from affiliates			(12,578	)			12,578				—				—
		Merchandise inventories			(68,690	)			(6,141	)			—				(74,831	)
		Prepaid expenses			(1,404	)			(163	)			—				(1,567	)
		Other non-current assets			439				(2,033	)			—				(1,594	)
		Accounts payable			25,548				10,787				—				36,335
		Accrued expenses			6,902				1,396				—				8,298
		Income taxes payable			2,573				3,514				—				6,087
		Deferred rent and other long-term liabilities			1,367				492				—				1,859
Net cash provided by operating activities					5,441				24,397				—				29,838
Cash flows from investing activities:
	Purchases of property and equipment				(27,314	)			(11,188	)			—				(38,502	)
	Proceeds from disposition of assets				2,433				111				—				2,544
	Proceeds from sales of marketable securities				197,300				—				—				197,300
	Purchases of marketable securities				(150,350	)			—				—				(150,350	)
	Businesses acquired, net of cash				(546	)			(1,006	)			—				(1,552	)
Net cash provided by (used in) investing activities					21,523				(12,083	)			—				9,440
Cash flows from financing activities:
	Proceeds from exercise of stock options				1,191				—				—				1,191
	Proceeds from issuance of common stock				467				—				—				467
	Repayments of long-term debt				—				(506	)			—				(506	)
	Intercompany capital contributions and dividends				(4,305	)			4,305				—				—
Net cash provided by (used in) financing activities					(2,647	)			3,799				—				1,152
Effects of exchange rates on cash					—				1,870				—				1,870
Net increase in cash and cash equivalents					24,317				17,983				—				42,300
Cash and cash equivalents, beginning of year					24,264				6,384				—				30,648
Cash and cash equivalents, end of year				$	48,581			$	24,367			$	—			$	72,948

F-70

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Table of Contents

				July 30,				January 29,
				2005				2005
				(Unaudited)
				(Amounts in thousands,
				except per share amounts)
ASSETS
Current assets:
	Cash and cash equivalents			$	71,169			$	94,345
	Marketable securities				35,700				80,950
	Accounts receivable:
		Trade and vendors			16,449				17,685
		Other			3,364				3,585
	Merchandise inventories				273,945				291,678
	Deferred tax asset				13,940				9,438
	Prepaid expenses and other current assets				33,792				17,955
Total current assets					448,359				515,636
Property and equipment:
	Building and leasehold improvements				173,055				153,883
	Furniture, fixtures and equipment				172,339				154,896
	Land				10,497				8,120
	Construction in progress				3,867				2,473
					359,758				319,372
	Less accumulated depreciation and amortization				166,113				145,951
Net property and equipment					193,645				173,421
Goodwill and other intangible assets, net of accumulated amortization of $1,489 and $1,155					18,418				16,308
Deferred tax asset					15,770				12,433
Other non-current assets					7,757				6,402
Total assets				$	683,949			$	724,200
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Current portion of long-term debt			$	813			$	—
	Accounts payable				166,644				228,825
	Accrued expenses				96,167				99,939
	Income taxes payable				—				11,450
Total current liabilities					263,624				340,214
Long-term debt, less current portion					10,210				—
Deferred rent and other long-term liabilities					30,591				32,518
Total liabilities					304,425				372,732
Stockholders’ equity:
	Preferred stock — authorized 25,000 shares; $.01 par value; no shares issued and outstanding at July 30, 2005 and January 29, 2005				—				—
	Common stock — authorized 100,000 shares; $.01 par value; 28,168 shares issued and 25,383 shares outstanding at July 30, 2005; 27,433 shares issued and 24,648 shares outstanding at January 29, 2005				282				274
	Treasury stock — 2,785 shares at July 30, 2005 and January 29, 2005, at cost				(66,132	)			(66,132	)
	Additional paid-in capital				233,411				206,503
	Accumulated other comprehensive income				3,723				6,980
	Retained earnings				208,240				203,843
Total stockholders’ equity					379,524				351,468
Total liabilities and stockholders’ equity				$	683,949			$	724,200

F-71

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			13 Weeks Ended								26 Weeks Ended
			July 30,				July 31,				July 30,				July 31,
			2005				2004				2005				2004
			(Unaudited)
			(Amounts in thousands, except per share amounts)
Net sales			$	447,219			$	360,487			$	953,180			$	731,451
Management fees				1,124				1,461				2,248				2,922
Total revenues				448,343				361,948				955,428				734,373
Cost of goods sold				311,628				254,302				685,988				525,456
Gross profit				136,715				107,646				269,440				208,917
Costs and expenses:
	Selling, general and administrative expense			123,281				92,964				241,783				181,489
	Depreciation and amortization			11,578				8,897				22,380				17,258
Operating income				1,856				5,785				5,277				10,170
Interest income, net				675				384				1,592				836
Income before income tax expense				2,531				6,169				6,869				11,006
Income tax expense				911				2,285				2,472				4,076
Net income			$	1,620			$	3,884			$	4,397			$	6,930
Net income per share:
Basic			$	0.06			$	0.16			$	0.18			$	0.29
Diluted			$	0.06			$	0.16			$	0.17			$	0.28
Weighted average shares outstanding:
Basic				25,096				23,840				24,896				24,183
Diluted				25,467				24,176				25,273				24,545

F-72

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Table of Contents

																															Accumulated
			Preferred Stock								Common Stock								Treasury Stock								Additional				Other								Total
																											Paid-In				Comprehensive				Retained				Stockholders’
			Shares				Amount				Shares				Amount				Shares				Amount				Capital				(Loss) Income				Earnings				Equity
			(Unaudited)
			(Amounts in thousands)
Balance Jan. 29, 2005				—			$	—				27,433			$	274				(2,785	)		$	(66,132	)		$	206,503			$	6,980			$	203,843			$	351,468
Comprehensive income:
	Net income			—				—				—				—				—				—				—				—				4,397				4,397
	Foreign currency translations			—				—				—				—				—				—				—				(6,444	)			—				(6,444	)
	Hedging activities			—				—				—				—				—				—				—				3,187				—				3,187
Total comprehensive income				—				—				—				—				—				—				—				—				—				1,140
	Issuance of common stock			—				—				8				—				—				—				339				—				—				339
	Exercise of stock options			—				—				727				8				—				—				16,571				—				—				16,579
	Tax benefit from stock options exercised			—				—				—				—				—				—				9,998				—				—				9,998
Balance July 30, 2005				—			$	—				28,168			$	282				(2,785	)		$	(66,132	)		$	233,411			$	3,723			$	208,240			$	379,524

F-73

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Table of Contents

					26 Weeks Ended
					July 30,				July 31,
					2005				2004
					(Unaudited)
					(Amounts in thousands)
Cash flows from operating activities:
	Net income				$	4,397			$	6,930
	Adjustments to reconcile net income to cash used in operating activities:
		Depreciation of property and equipment				21,943				17,021
		Amortization of other assets				437				237
		Loss on disposal of property and equipment				671				931
		Deferred taxes				(5,226	)			(552	)
		Foreign currency transaction gain				(255	)			(361	)
		Management fee amortization from termination agreement				(2,248	)			(2,922	)
		Changes in assets and liabilities:
			Accounts receivable			1,528				24,870
			Merchandise inventories			20,734				31,023
			Prepaid expenses			(15,961	)			(308	)
			Other non-current assets			(4,610	)			(2,201	)
			Accounts payable			(69,677	)			(84,143	)
			Accrued expenses			(6,109	)			(3,927	)
			Income taxes payable			(1,657	)			(14,459	)
			Deferred rent and other long-term liabilities			(1,889	)			(1,650	)
Net cash used in operating activities						(57,922	)			(29,511	)
Cash flows from investing activities:
	Purchases of property and equipment					(39,214	)			(26,933	)
	Proceeds from disposition of assets					60				78
	Proceeds from sales of marketable securities					150,425				74,350
	Purchases of marketable securities					(105,175	)			(28,175	)
	Businesses acquired, net of cash					(1,026	)			—
Net cash provided by investing activities						5,070				19,320
Cash flows from financing activities:
	Proceeds from bank debt					9,450				—
	Repayment of bank debt					(942	)			—
	Proceeds from exercise of stock options					16,579				2,091
	Repurchase of common stock					—				(31,677	)
	Proceeds from issuance of common stock					339				321
	Other financing activities					—				164
Net cash provided by (used in) financing activities						25,426				(29,101	)
Effects of exchange rates on cash						4,250				(1,371	)
Net decrease in cash and cash equivalents						(23,176	)			(40,663	)
Cash and cash equivalents, beginning of period						94,345				97,793
Cash and cash equivalents, end of period					$	71,169			$	57,130
Supplemental disclosures of cash flow information:
	Cash paid during the period for:
		Interest			$	28			$	11
		Income taxes				23,120				18,722

F-74

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Table of Contents

(1)	Basis of Presentation

(2)	Net Income Per Share

		13 Weeks Ended								26 Weeks Ended
		July 30,				July 31,				July 30,				July 31,
		2005				2004				2005				2004
Weighted average shares outstanding — basic			25,096				23,840				24,896				24,183
Dilutive effect of stock options			371				336				377				362
Weighted average shares outstanding — diluted			25,467				24,176				25,273				24,545

(3)	Income Taxes

F-75

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(4)	Marketable Securities

(5)	Debt

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(6)	Comprehensive (Loss) Income

		13 Weeks Ended								26 Weeks Ended
		July 30,				July 31,				July 30,				July 31,
		2005				2004				2005				2004
Net income		$	1,620			$	3,884			$	4,397			$	6,930
Foreign currency translations			(5,258	)			(207	)			(6,444	)			(4,306	)
Hedging activities			2,950				(254	)			3,187				903
Comprehensive (loss) income		$	(688	)		$	3,423			$	1,140			$	3,527

(7)	Goodwill and Other Intangible Assets

	Amortizable Intangible Assets

		July 30, 2005								January 29, 2005
		Gross								Gross
		Carrying				Accumulated				Carrying				Accumulated
		Amount				Amortization				Amount				Amortization
Key money		$	4,290			$	1,479			$	3,761			$	1,145
Other			45				10				10				10
Total intangible assets		$	4,335			$	1,489			$	3,771			$	1,155

		July 30,				July 31,
		2005				2004
13 weeks ended		$	227			$	145
26 weeks ended		$	437			$	237

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Balance as of January 29, 2005		$	13,692
Foreign exchange fluctuations			(169	)
Balance as of April 30, 2005			13,523
Jump acquisition(1)			2,754
Foreign exchange fluctuations			(705	)
Balance as of July 30, 2005		$	15,572

(1)	In May 2005, the Company acquired all the outstanding shares of Jump, a Spanish company consisting of 138 retail stores and a distribution facility.

(8)	Game Group Services Agreement

(9)	Related Party Transactions

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(10)	Stock-Based Employee Compensation

			13 Weeks Ended								26 Weeks Ended
			July 30,				July 31,				July 30,				July 31,
			2005				2004				2005				2004
			(Amounts in thousands, except
			per share amounts)
Net income, as reported			$	1,620			$	3,884			$	4,397			$	6,930
Less: stock-based employee compensation, net of income tax				433				739				1,052				1,702
Pro forma net income			$	1,187			$	3,145			$	3,334			$	5,228
Net income per share:
	Basic — as reported		$	0.06			$	0.16			$	0.18			$	0.29
	Diluted — as reported		$	0.06			$	0.16			$	0.17			$	0.28
	Basic — pro forma		$	0.05			$	0.13			$	0.13			$	0.22
	Diluted — pro forma		$	0.05			$	0.13			$	0.13			$	0.21

(11)	Stock Buy-Back Program

(12)	Acquisition

(13)	Subsequent Event

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(14)	Consolidating Financial Statements

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				Guarantor				Non-Guarantor
				Subsidiaries				Subsidiaries								Consolidated
				July 30,				July 30,								July 30,
				2005				2005				Eliminations				2005
ASSETS
Current assets:
	Cash and cash equivalents			$	34,173			$	36,996			$	—			$	71,169
	Marketable securities				35,700				—				—				35,700
	Accounts receivable				75,173				10,056				(65,416	)			19,813
	Merchandise inventories				189,056				84,889				—				273,945
	Deferred tax asset				12,633				1,307				—				13,940
	Prepaid expenses and other current assets				27,115				6,677				—				33,792
		Total current assets			373,850				139,925				(65,416	)			448,359
Property and equipment:
	Building and leasehold improvements				118,914				54,141				—				173,055
	Furniture, fixtures and equipment				114,353				57,986				—				172,339
	Land				4,450				6,047				—				10,497
	Construction in progress				769				3,098				—				3,867
					238,486				121,272				—				359,758
	Less accumulated depreciation and amortization				124,911				41,202				—				166,113
		Net property and equipment			113,575				80,070				—				193,645
Investment					86,713				—				(86,713	)			—
Goodwill and other intangible assets, net					4,380				14,038				—				18,418
Deferred tax asset					4,053				11,717				—				15,770
Other non-current assets					4,412				3,345				—				7,757
		Total assets		$	586,983			$	249,095			$	(152,129	)		$	683,949
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	101,912			$	64,732			$	—			$	166,644
	Accrued expenses				69,637				91,946				(65,416	)			96,167
	Note payable, current portion				271				542				—				813
		Total current liabilities			171,820				157,220				(65,416	)			263,624
Notes payable, long-term portion					9,157				1,053				—				10,210
Deferred rent and other long-term liabilities					26,482				4,109				—				30,591
		Total liabilities			207,459				162,382				(65,416	)			304,425
Stockholders’ equity:
	Preferred stock — authorized 25,000 shares; $.01 par value; no shares issued and outstanding				—				—				—				—
	Common stock — authorized 100,000 shares; $.01 par value; 28,168 shares issued and 25,383 shares outstanding				282				8,383				(8,383	)			282
	Treasury stock, at cost				(66,132	)			—				—				(66,132	)
	Additional paid-in-capital				233,411				40,641				(40,641	)			233,411
	Accumulated other comprehensive income				3,723				9,476				(9,476	)			3,723
	Retained earnings				208,240				28,213				(28,213	)			208,240
		Total stockholders’ equity			379,524				86,713				(86,713	)			379,524
		Total liabilities and stockholders’ equity		$	586,983			$	249,095			$	(152,129	)		$	683,949

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			Guarantor				Non-Guarantor
			Subsidiaries				Subsidiaries								Consolidated
			July 30,				July 30,								July 30,
For the 26 Weeks Ended July 30, 2005			2005				2005				Eliminations				2005
Net sales			$	660,166			$	293,014			$	—			$	953,180
Management fees				3,859				—				(1,611	)			2,248
	Total revenues			664,025				293,014				(1,611	)			955,428
Cost of goods sold				469,373				216,615				—				685,988
	Gross profit			194,652				76,399				(1,611	)			269,440
Selling, general and administrative expense				179,866				63,528				(1,611	)			241,783
Depreciation and amortization				14,958				7,422				—				22,380
	Operating income			(172	)			5,449				—				5,277
Interest (income)/expense, net				(2,301	)			709				—				(1,592	)
Subsidiary income				(3,128	)			—				3,128				—
	Income before income tax expense			5,257				4,740				(3,128	)			6,869
Income tax expense				860				1,612				—				2,472
	Net income		$	4,397			$	3,128			$	(3,128	)		$	4,397

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			Guarantor
			Subsidiaries				Non-Guarantor								Consolidated
			July 31,				Subsidiaries								July 31,
For the 26 Weeks Ended July 31, 2004			2004				July 31, 2004				Eliminations				2004
Net sales			$	529,159			$	202,292			$	—			$	731,451
Management fees				4,217				—				(1,295	)			2,922
	Total revenues			533,376				202,292				(1,295	)			734,373
Cost of goods sold				375,780				149,676				—				525,456
	Gross profit			157,596				52,616				(1,295	)			208,917
Selling, general and administrative expense				142,680				40,104				(1,295	)			181,489
Depreciation and amortization				12,659				4,599				—				17,258
	Operating income			2,257				7,913				—				10,170
Interest (income)/expense, net				(1,375	)			539				—				(836	)
Subsidiary income				(4,863	)			—				4,863				—
	Income before income tax expense			8,495				7,374				(4,863	)			11,006
Income tax expense				1,565				2,511				—				4,076
	Net income		$	6,930			$	4,863			$	(4,863	)		$	6,930

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				Guarantor				Non-Guarantor
				Subsidiaries				Subsidiaries								Consolidated
				July 30,				July 30,								July 30,
For the 26 Weeks Ended July 30, 2005				2005				2005				Eliminations				2005
Cash flows from operating activities:
	Net income			$	4,397			$	3,128			$	(3,128	)		$	4,397
	Subsidiary income				(3,128	)			—				3,128				—
	Depreciation of property and equipment				14,958				6,985				—				21,943
	Amortization of other assets				—				437				—				437
	Loss on disposal of property and equipment				551				120				—				671
	Deferred taxes				(3,492	)			(1,734	)			—				(5,226	)
	Foreign currency transaction gain				—				(255	)			—				(255	)
	Management fee amortization from termination agreement				(2,248	)			—				—				(2,248	)
	Changes in assets and liabilities:
		Accounts receivable			2,379				(851	)			—				1,528
		Due to/from affiliates			(17,505	)			17,505				—				—
		Merchandise inventories			22,258				(1,524	)			—				20,734
		Prepaid expenses			(13,414	)			(2,547	)			—				(15,961	)
		Other non-current assets			(3,696	)			(914	)			—				(4,610	)
		Accounts payable			(67,551	)			(2,126	)			—				(69,677	)
		Accrued expenses			(6,054	)			(55	)			—				(6,109	)
		Income taxes payable			3,907				(5,564	)			—				(1,657	)
		Deferred rent and other long-term liabilities			(2,073	)			184				—				(1,889	)
Net cash provided by (used in) operating activities					(70,711	)			12,789				—				(57,922	)
Cash flows from investing activities:
	Purchases of property and equipment				(12,972	)			(26,242	)			—				(39,214	)
	Proceeds from disposition of assets				55				5				—				60
	Proceeds from sales of marketable securities				150,425				—				—				150,425
	Purchases of marketable securities				(105,175	)			—				—				(105,175	)
	Businesses acquired, net of cash				(1,128	)			102				—				(1,026	)
Net cash provided by (used in) investing activities					31,205				(26,135	)			—				5,070
Cash flows from financing activities:
	Proceeds from exercise of stock options				16,579				—				—				16,579
	Proceeds from issuance of common stock				339				—				—				339
	Proceeds from bank debt				9,450				—				—				9,450
	Other financing activities				(22	)			(920	)			—				(942	)
	Intercompany capital contributions and dividends				16,863				(16,863	)			—				—
Net cash provided by (used in) financing activities					43,209				(17,783	)			—				25,426
Effects of exchange rates on cash					—				4,250				—				4,250
Net increase (decrease) in cash and cash equivalents					3,703				(26,879	)			—				(23,176	)
Cash and cash equivalents, beginning of period					30,470				63,875				—				94,345
Cash and cash equivalents, end of period				$	34,173			$	36,996			$	—			$	71,169

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				Guarantor
				Subsidiaries				Non-Guarantor								Consolidated
				July 31,				Subsidiaries								July 31,
For the Weeks Ended July 31, 2004				2004				July 31, 2004				Eliminations				2004
Cash flows from operating activities:
	Net income			$	6,930			$	4,863			$	(4,863	)		$	6,930
	Subsidiary income				(4,863	)			—				4,863				—
	Depreciation of property and equipment				12,659				4,362				—				17,021
	Amortization of other assets				—				237				—				237
	Loss on disposal of property and equipment				794				137				—				931
	Deferred taxes				(552	)			—				—				(552	)
	Foreign currency transaction gain				—				(361	)			—				(361	)
	Management fee amortization from termination agreement				(2,922	)			—				—				(2,922	)
	Changes in assets and liabilities:
		Accounts receivable			19,412				5,458				—				24,870
		Due to/ from affiliates			(7,289	)			7,289				—				—
		Merchandise inventories			30,124				899				—				31,023
		Prepaid expenses			231				(539	)			—				(308	)
		Other non-current assets			(397	)			(1,804	)			—				(2,201	)
		Accounts payable			(62,017	)			(22,126	)			—				(84,143	)
		Accrued expenses			(4,627	)			700				—				(3,927	)
		Income taxes payable			(8,254	)			(6,205	)			—				(14,459	)
		Deferred rent and other long-term liabilities			(1,617	)			(33	)			—				(1,650	)
Net cash used in operating activities					(22,388	)			(7,123	)			—				(29,511	)
Cash flows from investing activities:
	Purchases of property and equipment				(16,820	)			(10,113	)			—				(26,933	)
	Proceeds from disposition of assets				33				45				—				78
	Proceeds from sales of marketable securities				74,350				—				—				74,350
	Purchases of marketable securities				(28,175	)			—				—				(28,175	)
Net cash provided by (used in) investing activities					29,388				(10,068	)			—				19,320
Cash flows from financing activities:
	Proceeds from exercise of stock options				2,091				—				—				2,091
	Repurchase of common stock				(31,677	)			—				—				(31,677	)
	Proceeds from issuance of common stock				321				—				—				321
	Other financing activities				164				—				—				164
	Intercompany capital contributions and dividends				(664	)			664				—				—
Net cash provided by (used in) financing activities					(29,765	)			664				—				(29,101	)
Effects of exchange rates on cash					—				(1,371	)			—				(1,371	)
Net decrease in cash and cash equivalents					(22,765	)			(17,898	)			—				(40,663	)
Cash and cash equivalents, beginning of period					47,538				50,255				—				97,793
Cash and cash equivalents, end of period				$	24,773			$	32,357			$	—			$	57,130

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	•	such person has not been indemnified by another organization or employee benefit plan for the same judgments, penalties or fines;
	•	such person has acted in good faith;
	•	such person has received no improper personal benefit, and statutory procedure has been followed in the case of any conflict of interest by a director;
	•	in the case of a criminal proceeding, such person had no reasonable cause to believe the conduct was unlawful; and
	•	in the case of acts or omissions occurring in the person’s performance in the official capacity of director or, for a person not a director, in the official capacity of officer, board committee member or employee, such person reasonably believed that the conduct was in the best interests of the corporation, or, in the case of performance by a director, officer or employee of the corporation who was serving at the request of the corporation or whose duties involved service as a director, officer, partner, trustee, employee or agent of another organization or employee benefit plan, such person reasonably believed that the conduct was not opposed to the best interests of the corporation.

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Item 21.	Exhibits and Financial Statement Schedules

Exhibit
Number				Description
	2	.1		Agreement and Plan of Merger, dated as of April 17, 2005, among GameStop Corp. (f/k/a GSC Holdings Corp.), Electronics Boutique Holdings Corp., GameStop, Inc., GameStop Holdings Corp. (f/k/a GameStop Corp.), Cowboy Subsidiary LLC and Eagle Subsidiary LLC.(1)
	3	.1		Amended and Restated Certificate of Incorporation of GameStop Corp. (f/k/a GSC Holdings Corp.).(2)
	3	.2		Amended and Restated Bylaws of GameStop Corp. (f/k/a GSC Holdings Corp.).(2)
	3	.3		Amendment to the Amended and Restated Certificate of Incorporation of GameStop Corp. (f/k/a GSC Holdings Corp.).(3)
	3	.4		Amended and Restated Articles of Incorporation of GameStop, Inc.
	3	.5		Amended and Restated Bylaws of GameStop, Inc.
	3	.6		Certificate of Limited Partnership of GameStop Texas LP.
	3	.7		Limited Partnership Agreement of GameStop Texas LP, dated as of May 27, 2004.
	3	.8		Certificate of Incorporation of GameStop Brands, Inc.
	3	.9		Certificate of Amendment of Certificate of Incorporation of GameStop Brands, Inc.
	3	.10		Bylaws of GameStop Brands, Inc.
	3	.11		Amended and Restated Certificate of Incorporation of GameStop Holdings Corp. (f/k/a GameStop Corp.).
	3	.12		Bylaws of GameStop Holdings Corp. (f/k/a GameStop Corp.).
	3	.13		Articles of Incorporation of Sunrise Publications, Inc.
	3	.14		Bylaws of Sunrise Publications, Inc.
	3	.15		Articles of Incorporation of Marketing Control Services, Inc.
	3	.16		Bylaws of Marketing Control Services, Inc.
	3	.17		Certificate of Formation of GameStop of Texas (GP), LLC.
	3	.18		Certificate of Amendment of the Certificate of Formation of GameStop of Texas (GP), LLC.
	3	.19		Limited Liability Company Agreement of GameStop of Texas (GP), LLC, dated as of May 25, 2004.
	3	.20		Certificate of Formation of GameStop (LP), LLC.
	3	.21		Certificate of Amendment of the Certificate of Formation of GameStop (LP), LLC.
	3	.22		Limited Liability Company Agreement of GameStop (LP), LLC, dated as of May 26, 2004.
	3	.23		Certificate of Incorporation of Electronics Boutique Holdings Corp.
	3	.24		Certificate of Amendment of the Certificate of Incorporation of Electronics Boutique Holdings Corp.
	3	.25		Amended and Restated Bylaws of Electronics Boutique Holdings Corp.
	3	.26		Articles of Incorporation of EB Catalog Company, Inc.
	3	.27		Bylaws of EB Catalog Company, Inc.
	3	.28		Certificate of Incorporation of ELBO Inc.
	3	.29		Bylaws of ELBO Inc.
	3	.30		Certificate of Formation of FR Sadsbury Second, LLC.
	3	.31		Certificate of Amendment to the Certificate of Formation of FR Sadsbury Second, LLC (changing name to EB Sadsbury Second, LLC).
	3	.32		Limited Liability Company Agreement of FR Sadsbury Second, LLC, dated as of August 10, 2004, by its sole member, FR Sadsbury, LLC.

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Exhibit
Number				Description
	3	.33		Certificate of Limited Partnership of FR Sadsbury General Partner, LP. Certificate of Amendment to the Certificate of Limited Partnership of FR Sadsbury General Partner, LP (changing name to EB Sadsbury General Partner, LP).
	3	.34		Limited Partnership Agreement of FR Sadsbury General Partner, LP, dated as of May 23, 2005, by and between EB Sadsbury Second, LLC and EB Sadsbury, LLC.
	3	.35		Certificate of Limited Partnership of FR Sadsbury Property Holding, LP. Certificate of Amendment to the Certificate of Limited Partnership of FR Sadsbury Property Holding, LP (changing name to EB Sadsbury Property Holding, LP).
	3	.36		Limited Partnership Agreement of FR Sadsbury Property Holding, LP, dated as of August 10, 2004, by and between FR Sadsbury General Partner, LP and FR Sadsbury, LLC.
	3	.37		Certificate of Incorporation of EB International Holdings, Inc.
	3	.38		Certificate of Merger of E.B. International, Inc. with and into EB International Holdings, Inc.
	3	.39		Bylaws of EB International Holdings, Inc.
	4	.1		Indenture, dated September 28, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the Subsidiary Guarantors party thereto, and Citibank, N.A., as Trustee.(4)
	4	.2		Form of Senior Floating Rate Notes due 2011 (included in Exhibit 4.1 hereto).
	4	.3		Form of 8% Senior Notes due 2012 (included in Exhibit 4.1 hereto).
	4	.4		Form of Guarantees of Senior Floating Rate Notes due 2011 and 8% Senior Notes due 2012 (included in Exhibit 4.1 hereto).
	4	.5		First Supplemental Indenture, dated October 8, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the Subsidiary Guarantors party thereto, and Citibank, N.A., as Trustee.(5)
	4	.6		Registration Rights Agreement, dated September 28, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the Subsidiary Guarantors listed on Schedule I-A thereto, and Citigroup Global Markets Inc., for themselves and as representatives of the several Initial Purchasers listed on Schedule II thereto.(4)
	4	.7		Rights Agreement, dated as of June 27, 2005, between GameStop Corp. (f/k/a GSC Holdings Corp.) and The Bank of New York, as Rights Agent.(2)
	5	.1		Opinion of Bryan Cave LLP.
	5	.2		Opinion of Oppenheimer Wolff & Donnelly LLP.
	10	.1		Separation Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp.(f/k/a GameStop Corp.).(6)
	10	.2		Tax Disaffiliation Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp.(f/k/a GameStop Corp.).(7)
	10	.3		Insurance Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp. (f/k/a GameStop Corp.).(7)
	10	.4		Operating Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp. (f/k/a GameStop Corp.).(7)
	10	.5		Amended and Restated 2001 Incentive Plan.(8)
	10	.6		Amendment to Amended and Restated 2001 Incentive Plan.(5)
	10	.7		Supplemental Compensation Plan.(8)
	10	.8		Form of Option Agreement.(8)
	10	.9		Form of Restricted Share Agreement.(9)
	10	.10		Stock Purchase Agreement, dated as of October 1, 2004, by and among GameStop Holdings Corp. (f/k/a GameStop Corp.), B&N GameStop Holding Corp. and Barnes & Noble, Inc.(10)
	10	.11		Promissory Note, dated as of October 1, 2004, made by GameStop Holdings Corp. (f/k/a GameStop Corp.) in favor of B&N GameStop Holding Corp.(10)

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Exhibit
Number				Description
	10	.12		Credit Agreement, dated October 11, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A. and the other lending institutions listed in the Agreement, Bank of America, N.A. and Citicorp North America, Inc., as Issuing Banks, Bank of America, N.A., as Administrative Agent and Collateral Agent, Citicorp North America, Inc., as Syndication Agent, and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Documentation Agent.(3)
	10	.13		Guaranty, dated as of October 11, 2005, by GameStop Corp. (f/k/a GSC Holdings Corp.) and certain subsidiaries of GameStop Corp. in favor of the agents and lenders.(3)
	10	.14		Security Agreement, dated October 11, 2005.(3)
	10	.15		Patent and Trademark Security Agreement, dated as of October 11, 2005.(3)
	10	.16		Mortgage, Security Agreement, and Assignment and Deeds of Trust between GameStop Texas LP and Bank of America, N.A., as Collateral Agent.(3)
	10	.17		Mortgage, Security Agreement, and Assignment and Deeds of Trust between Electronics Boutique of America, Inc. and Bank of America, N.A., as Collateral Agent.(3)
	10	.18		Form of Securities Collateral Pledge Agreement.(3)
	10	.19		Registration Rights Agreement, dated October 8, 2005, among EB Nevada Inc., James J. Kim and GameStop Corp. (f/k/a GSC Holdings Corp.)(3)
	10	.20		Executive Employment Agreement, dated as of April 11, 2005, between GameStop Holdings Corp. (f/k/a GameStop Corp.) and R. Richard Fontaine.(11)
	10	.21		Executive Employment Agreement, dated as of April 11, 2005, between GameStop Holdings Corp. (f/k/a GameStop Corp.) and Daniel A. DeMatteo.(11)
	10	.22		Executive Employment Agreement, dated as of December 9, 2005, between GameStop Corp. and Steven R. Morgan.(12)
	10	.23		Executive Employment Agreement, dated as of April 3, 2006, between GameStop Corp. (f/k/a GSC Holdings Corp.) and David W. Carlson.(13)
	21	.1		List of Subsidiaries of GameStop Corp. (f/k/a GSC Holdings Corp.).
	23	.1		Consent of BDO Seidman, LLP.
	23	.2		Consent of KPMG LLP.
	23	.3		Consent of Bryan Cave LLP (included in Exhibit 5.1 hereto).
	23	.4		Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.2 hereto).
	24	.1		Power of Attorney (included on signature pages to this Registration Statement).
	25	.1		Statement of Eligibility and Qualification on Form T-1 of Citibank, N.A as Trustee under the Indenture.
	99	.1		Form of Letter of Transmittal.
	99	.2		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	99	.3		Form of Letter to Clients.
	99	.4		Form of Notice of Guaranteed Delivery.

	(1)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on April 18, 2005.
	(2)	Incorporated by reference to Amendment No. 1 to Registration Statement on Form S-4 of GameStop Corp. (f/k/a GSC Holdings Corp.), filed with the Securities and Exchange Commission on July 8, 2005.
	(3)	Incorporated by reference to GameStop Corp.’s (f/k/a GSC Holdings Corp.) Form 8-K, filed with the Securities and Exchange Commission on October 12, 2005.
	(4)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on September 30, 2005.

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	(5)	Incorporated by reference to GameStop Corp.’s (f/k/a GSC Holdings Corp.) Quarterly Report on Form 10-Q for the quarter ended October 29, 2005, filed with the Securities and Exchange Commission on December 8, 2005.
	(6)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Amendment No. 4 to Form S-1, filed with the Securities and Exchange Commission on February 5, 2002 (No. 333-68294).
	(7)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Amendment No. 3 to Form S-1, filed with the Securities and Exchange Commission on January 24, 2002 (No. 333-68294).
	(8)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on October 5, 2004.
	(9)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on September 12, 2005.

(10)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Annual Report on Form 10-K for the fiscal year ended January 29, 2005, filed with the Securities and Exchange Commission on April 11, 2005.
(11)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K filed with the Securities and Exchange Commission on April 15, 2005.
(12)	Incorporated by reference to GameStop Corp.’s (f/k/a GSC Holdings Corp.) Form 8-K filed with the Securities and Exchange Commission on December 13, 2005.
(13)	Incorporated by reference to the GameStop Corp.’s (f/k/a GSC Holdings Corp.) Form 10-K for the fiscal year ended January 28, 2006, filed with the Securities and Exchange Commission on April 3, 2006.

Item 22.	Undertakings.

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement (notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement); and
	(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

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	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
	(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of GameStop Corp.’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(5) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
	(6) That every prospectus (i) that is filed pursuant to paragraph (5) above, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment has become effective, and that for the purpose of determining liabilities under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(7) Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event a claim of indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of such registrant in a successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, each registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
	(8) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
	(9) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective.

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	GameStop Corp.

	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chairman and Chief Executive Officer

Signature				Capacity		Date
/s/ R. Richard Fontaine       R. Richard Fontaine				Chairman, Chief Executive Officer and Director (Principal Executive Officer)		April 26, 2006
/s/ Daniel A. DeMatteo       Daniel A. DeMatteo				Vice Chairman, Chief Operating Officer and Director		April 26, 2006
/s/ David W. Carlson       David W. Carlson				Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Financial Officer)		April 26, 2006
/s/ Robert A. Lloyd       Robert A. Lloyd				Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)		April 26, 2006
/s/ Leonard Riggio       Leonard Riggio				Director		April 26, 2006
/s/ Jerome L. Davis       Jerome L. Davis				Director		April 26, 2006

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Signature				Capacity		Date
/s/ James J. Kim       James J. Kim				Director		April 26, 2006
/s/ Michael N. Rosen       Michael N. Rosen				Director and Secretary		April 26, 2006
/s/ Stephanie M. Shern       Stephanie M. Shern				Director		April 26, 2006
/s/ Stanley P. Steinberg       Stanley P. Steinberg				Director		April 26, 2006
/s/ Gerald R. Szczepanski       Gerald R. Szczepanski				Director		April 26, 2006
/s/ Edward A. Volkwein       Edward A. Volkwein				Director		April 26, 2006
/s/ Lawrence S. Zilavy       Lawrence S. Zilavy				Director		April 26, 2006

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	GameStop, Inc.

	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chairman and Chief Executive Officer

Signature				Capacity		Date
/s/ R. Richard Fontaine       R. Richard Fontaine				Chairman, Chief Executive Officer and Director (Principal Executive Officer)		April 26, 2006
/s/ Daniel A. DeMatteo       Daniel A. DeMatteo				Vice Chairman, Chief Operating Officer and Director		April 26, 2006
/s/ David W. Carlson       David W. Carlson				Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Accounting and Financial Officer)		April 26, 2006

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	Sunrise Publications, Inc.

	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chairman and Chief Executive Officer

Signature				Capacity		Date
/s/ R. Richard Fontaine       R. Richard Fontaine				Chairman, Chief Executive Officer and Director (Principal Executive Officer)		April 26, 2006
/s/ Daniel A. DeMatteo       Daniel A. DeMatteo				Vice Chairman, Chief Operating Officer and Director		April 26, 2006
/s/ David W. Carlson       David W. Carlson				Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Accounting and Financial Officer)		April 26, 2006

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	GameStop Holdings Corp.

	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chairman and Chief Executive Officer

Signature				Capacity		Date
/s/ R. Richard Fontaine       R. Richard Fontaine				Chairman, Chief Executive Officer and Director (Principal Executive Officer)		April 26, 2006
/s/ Daniel A. DeMatteo       Daniel A. DeMatteo				Vice Chairman, Chief Operating Officer and Director		April 26, 2006
/s/ David W. Carlson       David W. Carlson				Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Accounting and Financial Officer)		April 26, 2006
/s/ Jerome L. Davis       Jerome L. Davis				Director		April 26, 2006
/s/ Gerald R. Szczepanski       Gerald R. Szczepanski				Director		April 26, 2006
/s/ Edward A. Volkwein       Edward A. Volkwein				Director		April 26, 2006

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	Marketing Control Services, Inc.

	By:	/s/ Kevin Weimerskirch

	Kevin Weimerskirch
	President and Secretary

Signature				Capacity		Date
/s/ Kevin Weimerskirch       Kevin Weimerskirch				President and Secretary (Principal Executive Officer)		April 26, 2006
/s/ Shirley Granado       Shirley Granado				Vice President, Finance (Principal Accounting and Financial Officer)		April 26, 2006
/s/ Robert Lloyd       Robert Lloyd				Director		April 26, 2006

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	GameStop Brands, Inc.

	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chairman and Chief Executive Officer

Signature				Capacity		Date
/s/ R. Richard Fontaine       R. Richard Fontaine				Chairman, Chief Executive Officer and Director (Principal Executive Officer)		April 26, 2006
/s/ Daniel A. DeMatteo       Daniel A. DeMatteo				President and Director		April 26, 2006
/s/ David W. Carlson       David W. Carlson				Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Accounting and Financial Officer)		April 26, 2006

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	GameStop (LP), LLC
	By: GameStop, Inc., its Sole Member

	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chairman and Chief Executive Officer

Signature				Capacity		Date
/s/ Cathy Preston       Cathy Preston				President (Principal Executive Officer)		April 26, 2006
/s/ Paul Anderson       Paul Anderson				Treasurer and Secretary (Principal Accounting and Financial Officer)		April 26, 2006
GameStop, Inc.				Sole Member		April 26, 2006
/s/ R. Richard Fontaine       R. Richard Fontaine

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	GameStop of Texas (GP), LLC
	By: GameStop, Inc., its Sole Member

	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chairman and Chief Executive Officer

Signature				Capacity		Date
/s/ R. Richard Fontaine       R. Richard Fontaine				Chief Executive Officer and Director (Principal Executive Officer)		April 26, 2006
/s/ David W. Carlson       David W. Carlson				Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Accounting and Financial Officer)		April 26, 2006
GameStop, Inc.				Sole Member		April 26, 2006
/s/ R. Richard Fontaine       R. Richard Fontaine

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	GameStop Texas LP

	By:	GameStop of Texas (GP), LLC, its General Partner
	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chief Executive Officer

Signature				Capacity		Date
/s/ R. Richard Fontaine       R. Richard Fontaine				Chief Executive Officer (Principal Executive Officer)		April 26, 2006
/s/ David W. Carlson       David W. Carlson				Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Accounting and Financial Officer)		April 26, 2006
GameStop of Texas (GP), LLC				General Partner		April 26, 2006
/s/ R. Richard Fontaine       R. Richard Fontaine

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	Electronics Boutique Holdings Corp.

	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chairman and Chief Executive Officer

Signature				Capacity		Date
/s/ R. Richard Fontaine       R. Richard Fontaine				Chairman, Chief Executive Officer and Director (Principal Executive Officer)		April 26, 2006
/s/ Daniel A. DeMatteo       Daniel A. DeMatteo				Vice Chairman, Chief Operating Officer and Director		April 26, 2006
/s/ David W. Carlson       David W. Carlson				Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Accounting and Financial Officer)		April 26, 2006

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	ELBO Inc.

	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chairman and Chief Executive Officer

Signature				Capacity		Date
/s/ R. Richard Fontaine       R. Richard Fontaine				Chairman, Chief Executive Officer and Director (Principal Executive Officer)		April 26, 2006
/s/ Daniel A. DeMatteo       Daniel A. DeMatteo				President and Director		April 26, 2006
/s/ David W. Carlson       David W. Carlson				Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Accounting and Financial Officer)		April 26, 2006

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	EB International Holdings, Inc.

	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chairman and Chief Executive Officer

Signature				Capacity		Date
/s/ R. Richard Fontaine       R. Richard Fontaine				Chairman, Chief Executive Officer and Director (Principal Executive Officer)		April 26, 2006
/s/ Daniel A. DeMatteo       Daniel A. DeMatteo				President and Director		April 26, 2006
/s/ David W. Carlson       David W. Carlson				Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Accounting and Financial Officer)		April 26, 2006

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	EB Catalog Company, Inc.

	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chairman and Chief Executive Officer

Signature				Capacity		Date
/s/ R. Richard Fontaine       R. Richard Fontaine				Chairman, Chief Executive Officer and Director (Principal Executive Officer)		April 26, 2006
/s/ Daniel A. DeMatteo       Daniel A. DeMatteo				President and Director		April 26, 2006
/s/ David W. Carlson       David W. Carlson				Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Accounting and Financial Officer)		April 26, 2006

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	EB Sadsbury Second, LLC
	By: GamsStop Inc., its Sole Member

	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chairman and Chief Executive Officer

Signature				Capacity		Date
/s/ R. Richard Fontaine       R. Richard Fontaine				Chief Executive Officer (Principal Executive Officer)		April 26, 2006
/s/ David W. Carlson       David W. Carlson				Executive Vice President, Chief Financial Officer and Assistant Secretary (Principal Accounting and Financial Officer)		April 26, 2006
GameStop, Inc.				Sole Member		April 26, 2006
/s/ R. Richard Fontaine       R. Richard Fontaine

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	EB Sadsbury General Partner, LP

	By:	EB Sadsbury Second, LLC, its General Partner
	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chief Executive Officer

Signature				Capacity		Date
EB Sadsbury Second, LLC				General Partner		April 26, 2006
/s/ R. Richard Fontaine       R. Richard Fontaine

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	EB Sadsbury Property Holding, LP

	By:	EB Sadsbury General Partner, LP, its General Partner
	By:	/s/ R. Richard Fontaine

	R. Richard Fontaine
	Chief Executive Officer

Signature				Capacity		Date
EB Sadsbury General Partner, LP				General Partner		April 26, 2006
/s/ R. Richard Fontaine       R. Richard Fontaine

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Exhibit
Number				Description
	2	.1		Agreement and Plan of Merger, dated as of April 17, 2005, among GameStop Corp. (f/k/a GSC Holdings Corp.), Electronics Boutique Holdings Corp., GameStop, Inc., GameStop Holdings Corp. (f/k/a GameStop Corp.), Cowboy Subsidiary LLC and Eagle Subsidiary LLC.(1)
	3	.1		Amended and Restated Certificate of Incorporation of GameStop Corp. (f/k/a GSC Holdings Corp.).(2)
	3	.2		Amended and Restated Bylaws of GameStop Corp. (f/k/a GSC Holdings Corp.).(2)
	3	.3		Amendment to the Amended and Restated Certificate of Incorporation of GameStop Corp. (f/k/a GSC Holdings Corp.).(3)
	3	.4		Amended and Restated Articles of Incorporation of GameStop, Inc.
	3	.5		Amended and Restated Bylaws of GameStop, Inc.
	3	.6		Certificate of Limited Partnership of GameStop Texas LP.
	3	.7		Limited Partnership Agreement of GameStop Texas LP, dated as of May 27, 2004.
	3	.8		Certificate of Incorporation of GameStop Brands, Inc.
	3	.9		Certificate of Amendment of Certificate of Incorporation of GameStop Brands, Inc.
	3	.10		Bylaws of GameStop Brands, Inc.
	3	.11		Amended and Restated Certificate of Incorporation of GameStop Holdings Corp. (f/k/a GameStop Corp.).
	3	.12		Bylaws of GameStop Holdings Corp. (f/k/a GameStop Corp.).
	3	.13		Articles of Incorporation of Sunrise Publications, Inc.
	3	.14		Bylaws of Sunrise Publications, Inc.
	3	.15		Articles of Incorporation of Marketing Control Services, Inc.
	3	.16		Bylaws of Marketing Control Services, Inc.
	3	.17		Certificate of Formation of GameStop of Texas (GP), LLC.
	3	.18		Certificate of Amendment of the Certificate of Formation of GameStop of Texas (GP), LLC.
	3	.19		Limited Liability Company Agreement of GameStop of Texas (GP), LLC, dated as of May 25, 2004.
	3	.20		Certificate of Formation of GameStop (LP), LLC.
	3	.21		Certificate of Amendment of the Certificate of Formation of GameStop (LP), LLC.
	3	.22		Limited Liability Company Agreement of GameStop (LP), LLC, dated as of May 26, 2004.
	3	.23		Certificate of Incorporation of Electronics Boutique Holdings Corp.
	3	.24		Certificate of Amendment of the Certificate of Incorporation of Electronics Boutique Holdings Corp.
	3	.25		Amended and Restated Bylaws of Electronics Boutique Holdings Corp.
	3	.26		Articles of Incorporation of EB Catalog Company, Inc.
	3	.27		Bylaws of EB Catalog Company, Inc.
	3	.28		Certificate of Incorporation of ELBO Inc.
	3	.29		Bylaws of ELBO Inc.
	3	.30		Certificate of Formation of FR Sadsbury Second, LLC.
	3	.31		Certificate of Amendment to the Certificate of Formation of FR Sadsbury Second, LLC (changing name to EB Sadsbury Second, LLC).
	3	.32		Limited Liability Company Agreement of FR Sadsbury Second, LLC, dated as of August 10, 2004, by its sole member, FR Sadsbury, LLC.
	3	.33		Certificate of Limited Partnership of FR Sadsbury General Partner, LP. Certificate of Amendment to the Certificate of Limited Partnership of FR Sadsbury General Partner, LP (changing name to EB Sadsbury General Partner, LP).
	3	.34		Limited Partnership Agreement of FR Sadsbury General Partner, LP, dated as of May 23, 2005, by and between EB Sadsbury Second, LLC and EB Sadsbury, LLC.

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Exhibit
Number				Description
	3	.35		Certificate of Limited Partnership of FR Sadsbury Property Holding, LP. Certificate of Amendment to the Certificate of Limited Partnership of FR Sadsbury Property Holding, LP (changing name to EB Sadsbury Property Holding, LP).
	3	.36		Limited Partnership Agreement of FR Sadsbury Property Holding, LP, dated as of August 10, 2004, by and between FR Sadsbury General Partner, LP and FR Sadsbury, LLC.
	3	.37		Certificate of Incorporation of EB International Holdings, Inc.
	3	.38		Certificate of Merger of E.B. International, Inc. with and into EB International Holdings, Inc.
	3	.39		Bylaws of EB International Holdings, Inc.
	4	.1		Indenture, dated September 28, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the Subsidiary Guarantors party thereto, and Citibank, N.A., as Trustee.(4)
	4	.2		Form of Senior Floating Rate Notes due 2011 (included in Exhibit 4.1 hereto).
	4	.3		Form of 8% Senior Notes due 2012 (included in Exhibit 4.1 hereto).
	4	.4		Form of Guarantees of Senior Floating Rate Notes due 2011 and 8% Senior Notes due 2012 (included in Exhibit 4.1 hereto).
	4	.5		First Supplemental Indenture, dated October 8, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the Subsidiary Guarantors party thereto, and Citibank, N.A., as Trustee.(5)
	4	.6		Registration Rights Agreement, dated September 28, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), GameStop, Inc., the Subsidiary Guarantors listed on Schedule I-A thereto, and Citigroup Global Markets Inc., for themselves and as representatives of the several Initial Purchasers listed on Schedule II thereto.(4)
	4	.7		Rights Agreement, dated as of June 27, 2005, between GameStop Corp. (f/k/a GSC Holdings Corp.) and The Bank of New York, as Rights Agent.(2)
	5	.1		Opinion of Bryan Cave LLP.
	5	.2		Opinion of Oppenheimer Wolff & Donnelly LLP.
	10	.1		Separation Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp.(f/k/a GameStop Corp.).(6)
	10	.2		Tax Disaffiliation Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp.(f/k/a GameStop Corp.).(7)
	10	.3		Insurance Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp. (f/k/a GameStop Corp.).(7)
	10	.4		Operating Agreement, dated as of January 1, 2002, between Barnes & Noble, Inc. and GameStop Holdings Corp. (f/k/a GameStop Corp.).(7)
	10	.5		Amended and Restated 2001 Incentive Plan.(8)
	10	.6		Amendment to Amended and Restated 2001 Incentive Plan.(5)
	10	.7		Supplemental Compensation Plan.(8)
	10	.8		Form of Option Agreement.(8)
	10	.9		Form of Restricted Share Agreement.(9)
	10	.10		Stock Purchase Agreement, dated as of October 1, 2004, by and among GameStop Holdings Corp. (f/k/a GameStop Corp.), B&N GameStop Holding Corp. and Barnes & Noble, Inc.(10)
	10	.11		Promissory Note, dated as of October 1, 2004, made by GameStop Holdings Corp. (f/k/a GameStop Corp.) in favor of B&N GameStop Holding Corp.(10)
	10	.12		Credit Agreement, dated October 11, 2005, by and among GameStop Corp. (f/k/a GSC Holdings Corp.), certain subsidiaries of GameStop Corp., Bank of America, N.A. and the other lending institutions listed in the Agreement, Bank of America, N.A. and Citicorp North America, Inc., as Issuing Banks, Bank of America, N.A., as Administrative Agent and Collateral Agent, Citicorp North America, Inc., as Syndication Agent, and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as Documentation Agent.(3)
	10	.13		Guaranty, dated as of October 11, 2005, by GameStop Corp. (f/k/a GSC Holdings Corp.) and certain subsidiaries of GameStop Corp. in favor of the agents and lenders.(3)

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Exhibit
Number				Description
	10	.14		Security Agreement, dated October 11, 2005.(3)
	10	.15		Patent and Trademark Security Agreement, dated as of October 11, 2005.(3)
	10	.16		Mortgage, Security Agreement, and Assignment and Deeds of Trust between GameStop Texas LP and Bank of America, N.A., as Collateral Agent.(3)
	10	.17		Mortgage, Security Agreement, and Assignment and Deeds of Trust between Electronics Boutique of America, Inc. and Bank of America, N.A., as Collateral Agent.(3)
	10	.18		Form of Securities Collateral Pledge Agreement.(3)
	10	.19		Registration Rights Agreement, dated October 8, 2005, among EB Nevada Inc., James J. Kim and GameStop Corp. (f/k/a GSC Holdings Corp.)(3)
	10	.20		Executive Employment Agreement, dated as of April 11, 2005, between GameStop Holdings Corp. (f/k/a GameStop Corp.) and R. Richard Fontaine.(11)
	10	.21		Executive Employment Agreement, dated as of April 11, 2005, between GameStop Holdings Corp. (f/k/a GameStop Corp.) and Daniel A. DeMatteo.(11)
	10	.22		Executive Employment Agreement, dated as of December 9, 2005, between GameStop Corp. and Steven R. Morgan.(12)
	10	.23		Executive Employment Agreement, dated as of April 3, 2006, between GameStop Corp. (f/k/a GSC Holdings Corp.) and David W. Carlson.(13)
	21	.1		List of Subsidiaries of GameStop Corp. (f/k/a GSC Holdings Corp.).
	23	.1		Consent of BDO Seidman, LLP.
	23	.2		Consent of KPMG LLP.
	23	.3		Consent of Bryan Cave LLP (included in Exhibit 5.1 hereto).
	23	.4		Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.2 hereto).
	24	.1		Power of Attorney (included on signature pages to this Registration Statement).
	25	.1		Statement of Eligibility and Qualification on Form T-1 of Citibank, N.A as Trustee under the Indenture.
	99	.1		Form of Letter of Transmittal.
	99	.2		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
	99	.3		Form of Letter to Clients.
	99	.4		Form of Notice of Guaranteed Delivery.

	(1)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on April 18, 2005.
	(2)	Incorporated by reference to Amendment No. 1 to Registration Statement on Form S-4 of GameStop Corp. (f/k/a GSC Holdings Corp.), filed with the Securities and Exchange Commission on July 8, 2005.
	(3)	Incorporated by reference to GameStop Corp.’s (f/k/a GSC Holdings Corp.) Form 8-K, filed with the Securities and Exchange Commission on October 12, 2005.
	(4)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on September 30, 2005.
	(5)	Incorporated by reference to GameStop Corp.’s (f/k/a GSC Holdings Corp.) Quarterly Report on Form 10-Q for the quarter ended October 29, 2005, filed with the Securities and Exchange Commission on December 8, 2005.
	(6)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Amendment No. 4 to Form S-1, filed with the Securities and Exchange Commission on February 5, 2002 (No. 333-68294).
	(7)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Amendment No. 3 to Form S-1, filed with the Securities and Exchange Commission on January 24, 2002 (No. 333-68294).

---

Table of Contents

	(8)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on October 5, 2004.
	(9)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K, filed with the Securities and Exchange Commission on September 12, 2005.

(10)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Annual Report on Form 10-K for the fiscal year ended January 29, 2005, filed with the Securities and Exchange Commission on April 11, 2005.
(11)	Incorporated by reference to GameStop Holdings Corp.’s (f/k/a GameStop Corp.) Form 8-K filed with the Securities and Exchange Commission on April 15, 2005.
(12)	Incorporated by reference to GameStop Corp.’s (f/k/a GSC Holdings Corp.) Form 8-K filed with the Securities and Exchange Commission on December 13, 2005.
(13)	Incorporated by reference to the GameStop Corp.’s (f/k/a GSC Holdings Corp.) Form 10-K for the fiscal year ended January 28, 2006, filed with the Securities and Exchange Commission on April 3, 2006.

                                                                     Exhibit 3.4

        Amended and Restated Articles of Incorporation of GameStop, Inc.




                           SECOND AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION

                                    ARTICLE I

     The name of the Corporation is Gamestop, Inc.

                                   ARTICLE II

     The registered office of the Corporation is located at 10120 West 76th
Street, Eden Prairie, Minnesota 55344.

                                   ARTICLE III

     1. The aggregate number of shares of capital stock which the Corporation
shall have the authority to issue is 15,000,000 shares, which shall consist of
14,000,000 shares of Common Stock, par value $.01 per share (the "Common Stock")
and 1,000,000 shares of Preferred Stock, par value $.01 per share (the
"Preferred Stock").

          A. Of the 14,000,000 shares of Common Stock herein authorized,
1,000,000 shares shall be designated Class A Common Stock with full voting
rights and 13,000,000 shares shall be designated Class B Common Stock with no
voting rights other than as required by law. With the exception of voting
rights, the rights, preferences and limitations of the Class A Common Stock and
the Class B Common Stock are equal and identical in all respects.

          B. All Common Stock outstanding as of the date of the filing hereof
is, automatically and without any further action on the part of the Board of
Directors or shareholders of the Corporation, reclassified to be Class A Common
Stock, par value $.01 per share, and all stock certificates evidencing such
shares shall represent the same number of shares of Class A Common Stock.

     2. The Board of Directors may, from time to time, establish by resolution
one or more classes or series of shares of Preferred Stock, setting forth the
designation of each such class or series and fixing the relative rights and
preferences of each such class or series.

     3. The Board of Directors shall have the authority to issue shares of
Common Stock to the holders of shares of Common Stock and to the holders of
shares of any class or series of Preferred Stock and to issue shares of any
class or series of Preferred Stock to the holders of shares of Common Stock and
to the holders of shares of any class or series of Preferred Stock, in any case,
for any purpose.



     4. No shareholder of the Corporation shall have any preemptive rights by
virtue of Section 302A.413 of the Minnesota Statutes (or any similar provisions
of future law) to subscribe for, purchase or acquire (i) any shares of the
Corporation of any class or series, whether unissued or now or hereafter
authorized, or (ii) any obligations or other securities convertible into or
exchangeable for (or that carry any other right to acquire) any such shares,
securities or obligations, or (iii) any other rights to purchase any such
shares, securities or obligations. The Corporation shall have the power,
however, in its discretion to grant such rights by agreement or other instrument
to any person or persons (whether or not they are shareholders).

     5. No shareholder of the Corporation shall be entitled to any cumulative
voting rights.

                                   ARTICLE IV

     Any action required or permitted to be taken by the Board of Directors of
the Corporation may be taken by written action signed by the number of directors
that would be required to take the same action at, a meeting of the Board of
Directors of the Corporation at which all directors are present, except as to
those actions requiring shareholder approval.

                                    ARTICLE V

     To the fullest extent permitted by the Minnesota Business Corporation Act
as the same exists or may hereafter be amended, a director of the Corporation
shall not be personally liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director. No amendment to or
repeal of this Article shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.

                                         STATE OF MINNESOTA
                                        DEPARTMENT OF STATE
                                               FILED

                                             DEC 5 2000


                                        /s/ Illegible
                                        ----------------------------------------
                                        SECRETARY OF STATE


                                       -2-

                                                                     Exhibit 3.5

                 Amended and Restated Bylaws of GameStop, Inc.


                                                                               .
                                                                               .
                                                                               .

                         AMENDED AND RESTATED BYLAWS OF
                                  FUNCO, INC.
                           THROUGH FEBRUARY 18, 1999.

                               TABLE OF CONTENTS



                                                                            Page
                                                                            ----
                                                                         
ARTICLE I: OFFICES; CORPORATE SEAL ......................................     3
   Section 1.1.  Registered Office ......................................     3
   Section 1.2.  Corporate Seal .........................................     3

ARTICLE II: MEETINGS OF SHAREHOLDERS ....................................     3
   Section 2.1.  Place of Meeting .......................................     3
   Section 2.2.  Annual Meeting .........................................     3
   Section 2.3.  Special Meetings .......................................     3
   Section 2.4.  Meetings Held upon Shareholder Demand ..................     3
   Section 2.5.  Notice of Meetings .....................................     4
   Section 2.6.  Waiver of Notice .......................................     4
   Section 2.7.  Quorum; Adjourned Meetings .............................     4
   Section 2.8.  Vote Required ..........................................     5
   Section 2.9.  Voting Rights ..........................................     5
   Section 2.10. Proxies ................................................     5
   Section 2.11. Action Without a Meeting ...............................     5
   Section 2.12. Record Date ............................................     5
   Section 2.13. Advance Notice Requirements ............................     6

ARTICLE III: DIRECTORS ..................................................     7
   Section 3.1.  General Powers .........................................     7
   Section 3.2.  Number, Qualifications, and Term of Office .............     7
   Section 3.3.  Meetings; Place and Notice .............................     8
   Section 3.4.  Electronic Communications ..............................     8
   Section 3.5.  Waiver of Notice .......................................     8
   Section 3.6.  Quorum; Acts of Board ..................................     8
   Section 3.7.  Vacancies ..............................................     8
   Section 3.8.  Removal ................................................     8
   Section 3.9.  Resignation ............................................     9
   Section 3.10. Committees .............................................     9
   Section 3.11. Special Litigation Committee ...........................     9
   Section 3.12. Absent Directors .......................................     9
   Section 3.13. Presumption of Assent ..................................     9
   Section 3.14. Action Without a Meeting ...............................     9
   Section 3.15. Compensation of Directors ..............................    10
   Section 3.16. Limitation of Directors' Liabilities ...................    10

ARTICLE IV: OFFICERS ....................................................    10
   Section 4.1.  Number and Designation .................................    10
   Section 4.2.  Chief Executive Officer ................................    10



                                        1





                                                                         
   Section 4.3.  Chief Financial Officer ................................    10
   Section 4.4.  Chairman of the Board ..................................    11
   Section 4.5.  President ..............................................    11
   Section 4.6.  Vice Presidents ........................................    11
   Section 4.7.  Secretary ..............................................    11
   Section 4.8.  Treasurer ..............................................    11
   Section 4.9.  Treasurer's Bond .......................................    11
   Section 4.10. Vacancies ..............................................    11
   Section 4.11. Authority and Duties ...................................    11
   Section 4.12. Term; Resignation; Removal; Vacancies ..................    12
   Section 4.13. Salaries ...............................................    12

ARTICLE V: SHARES AND THEIR TRANSFER ....................................    12
   Section 5.1.  Certificates for Shares ................................    12
   Section 5.2.  Uncertificated Shares ..................................    12
   Section 5.3.  Transfer of Shares .....................................    12
   Section 5.4.  Lost, Destroyed, or Stolen Certificates ................    13
   Section 5.5.  Transfer Agent and Registrar ...........................    13
   Section 5.6.  Facsimile Signature ....................................    13
   Section 5.7.  Closing of Transfer Books; Record Date .................    13
   Section 5.8.  Registered Shareholders ................................    13

ARTICLE VI: INDEMNIFICATION .............................................    14
   Section 6.1.  Indemnification ........................................    14
   Section 6.2.  Insurance ..............................................    14

ARTICLE VII: GENERAL CORPORATE MATTERS ..................................    14
   Section 7.1.  Distributions ..........................................    14
   Section 7.2.  Reserves ...............................................    14
   Section 7.3.  Deposits ...............................................    14
   Section 7.4.  Loans ..................................................    14
   Section 7.5.  Advances ...............................................    15

ARTICLE VIII: BOOKS OF RECORD; AUDIT; FISCAL YEAR .......................    15
   Section 8.1.  Share Register .........................................    15
   Section 8.2.  Books, Records, and Other Documents ....................    15
   Section 8.3.  Financial Statements ...................................    15
   Section 8.4.  Audit ..................................................    16
   Section 8.5.  Fiscal Year ............................................    16

ARTICLE IX: AMENDMENTS ..................................................    16
   Section 9.1.  Amendments .............................................    16



                                       2


                         AMENDED AND RESTATED BYLAWS OF
                                   FUNCO, INC.
                            THROUGH FEBRUARY 18, 1999

                                    ARTICLE I
                             OFFICES: CORPORATE SEAL

     Section 1.1. Registered Office. The registered office of the Corporation in
Minnesota shall be that set forth in the Articles of Incorporation or in the
most recent amendment of the Articles of Incorporation or in a statement of the
Board of Directors filed with the Secretary of State of the State of Minnesota
changing the registered office in the manner prescribed by law. The Corporation
may have such other offices, within or without the State of Minnesota, as the
Board of Directors shall, from time to time, determine.

     Section 1.2. Corporate Seal. If so directed by the Board of Directors, the
Corporation may use a corporate seal. The failure to use such seal, however,
shall not affect the validity of any documents executed on behalf of the
Corporation. The seal need only include the word "seal," but it may also
include, at the discretion of the Board, such additional wording as is permitted
by law.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     Section 2.1. Place of Meeting. Each meeting of the shareholders shall be
held at the principal executive office of the Corporation or such other place as
may be designated by the Board of Directors or the chief executive officer,
provided, however, that any meeting called by or at the demand of a shareholder
or shareholders shall be held in the county where the principal executive office
of the Corporation is located.

     Section 2.2. Annual Meeting. An annual meeting of the shareholders shall be
held on an annual basis as determined by the Board of Directors. At each annual
meeting the shareholders shall elect qualified successors for directors whose
terms have expired or are due to expire within six (6) months after the date of
the meeting and may transact any other business.

     Section 2.3. Special Meetings. A special meeting of the shareholders may be
called for any purpose or purposes at any time by the chief executive officer or
the chief financial officer, by the Board of Directors, or any two or more
members thereof, or by one or more shareholders holding not less than ten
percent (10%) of the voting power of all shares of the Corporation entitled to
vote as provided in Section 2.4(b) hereof, except that a special meeting for the
purpose of considering any action to directly or indirectly facilitate or effect
a business combination, including any action to change or otherwise affect the
composition of the board of directors for that purpose, must be called by
twenty-five percent (25%) or more of the voting power of all shares entitled to
vote. The chief executive officer or the Board of Directors shall be authorized
to fix the time and date of any special meeting of the shareholders. Notice of
any special meeting shall state the purpose for which the meeting has been
called, and the business transacted at any special meeting shall be limited to
the purpose stated in the notice, unless all of the shareholders arc present in
person or by proxy and none of them objects to the consideration of additional
business.

     Section 2.4. Meetings Held upon Shareholder Demand. Annual or special
meetings of the shareholders may be demanded by a shareholder under the
following circumstances:


                                       3



          (a) If an annual meeting of shareholders has not been held during the
     immediately preceding fifteen (15) months, a shareholder or shareholders
     holding three percent (3%) or more of all voting shares may demand an
     annual meeting of shareholders by written notice of demand given to the
     chief executive officer or chief financial officer of the Corporation. If
     the Board fails to cause an annual meeting to be called and held as
     required by law, the shareholder or shareholders making the demand may call
     the meeting by giving notice as required by law, all at the expense of the
     Corporation.

          (b) To demand a special meeting of the shareholders, a shareholder or
     shareholders shall give written notice to the chief executive officer or
     the chief financial officer of the Corporation specifying the purposes of
     such meeting. Upon receipt by the chief executive officer or chief
     financial officer of the Corporation of a demand for a special meeting of
     shareholders from any shareholder or shareholders entitled to call such a
     meeting, the Board of Directors shall cause such meeting to be called and
     held in compliance with the timing requirements of Minnesota Statutes
     302A.433, Subd. 2, as amended from time to time.

     Section 2.5. Notice of Meetings.

          (a) Notice of all meetings of shareholders shall be given to every
     shareholder entitled to vote, except where the meeting is an adjourned
     meeting and the date, time, and place of the meeting were announced at the
     time of adjournment. The notice shall be given at least ten (10) days but
     not more than sixty (60) days prior to the meeting; provided, however, that
     at least fourteen (14) days' notice must be given of a meeting at which the
     adoption of an agreement of merger or plan of exchange is to be considered.

          (b) Notice of meetings shall be given to each shareholder entitled
     thereto by oral communication, by mailing a copy thereof to such
     shareholder at the address he has designated or to the last known address
     of such shareholder, by handing a copy thereof to such shareholder, or by
     any other delivery that conforms to law. Notice by mail shall be deemed
     given when deposited in the United States mail with sufficient postage
     affixed.

     Section 2.6. Waiver of Notice. A shareholder may waive, notice of any
meeting of shareholders. A waiver of notice by a shareholder entitled to notice
is effective whether given before, at, or after the meeting and whether given
in writing, orally, or by attendance. Attendance by a shareholder at a meeting
shall constitute waiver of notice of that meeting, except where the shareholder
objects at the beginning of the meeting to the transaction of business because
the meeting is not lawfully called or convened or objects before a vote on an
item of business because the item may not lawfully be considered at the meeting
and the shareholder does not participate in consideration of the item at the
meeting.

     Section 2.7. Quorum: Adjourned Meetings. The presence either in person or
by proxy of the holders of a majority of the voting power of the shares entitled
to vote at the meeting shall constitute a quorum for the transaction of
business. If, however, a quorum shall not be present in person or by proxy at
any meeting of the shareholders, those present shall have the power to adjourn
the meeting from time to time, without notice other than by announcement at the
meeting of the date, time, and location of the reconvening of the adjourned
meeting, until the requisite number of voting shares shall be represented. At
any such adjourned meeting at which the required number of voting shares shall
be represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. If a quorum is present when a duly called
or held meeting is convened, the shareholders may continue to transact business
until adjournment even though the withdrawal of shareholders originally present
leaves less than the proportion or number otherwise required for a quorum.


                                       4


     Section 2.8. Vote Required. The shareholders shall take action by the
affirmative vote of the holders of the greater of (a) a majority of the voting
power of the shares present and entitled to vote on that item of business or (b)
a majority of the voting power of the minimum number of the shares entitled to
vote that would constitute a quorum for the transaction of business at the
meeting, except where a larger proportion or number is required by statute or
the Articles of Incorporation. If the Articles of Incorporation require a larger
proportion or number than is required by statute for a particular action, the
Articles of Incorporation shall control.

     Section 2.9. Voting Rights.

          (a) At each meeting of the shareholders, every shareholder having the
     right to vote shall be entitled to vote either in person or by proxy.
     Unless otherwise provided by the Articles of Incorporation or resolution of
     the Board of Directors filed with the Secretary of State, each shareholder
     shall have one vote for each share held. Shares owned by two or more
     shareholders may be voted by any one of them unless the Corporation
     receives written notice, addressed to the Board of Directors at the address
     of the registered office, from any one of them denying the authority of any
     other person or persons to vote those shares. Upon demand of any
     shareholder, the vote upon any question before the meeting shall be by
     ballot.

          (b) There shall be no cumulative voting for the election of directors.

     Section 2.10. Proxies. At any meeting of the shareholders, any shareholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing and filed with an officer of the Corporation at or before the meeting.
An appointment of a proxy or proxies for shares held jointly by two or more
shareholders is valid if signed by any one of them, unless and until the
Corporation receives from any one of those shareholders written notice denying
the authority of such other person or persons to appoint a proxy or proxies or
appointing a different proxy or proxies, in which case no proxy shall be
appointed unless all joint owners sign the appointment. In the event that any
instrument shall designate two or more persons to act as proxies, a majority of
such persons present at the meeting, or if only one shall be present then that
one, shall have and may exercise all of the proxies so designated unless the
instrument shall otherwise provide. If the proxies present at the meeting are
equally divided on an issue, the shares represented by such proxies shall not be
voted on such issue. No proxy shall be valid after the expiration of eleven (II)
months from the date of its execution unless coupled with an interest or unless
the person executing it specifies therein the length of time for which it is to
continue in force, which in no case shall exceed three (3) years from the date
of its execution. Subject to the above, any duly executed proxy shall continue
in full force and effect and shall not be revoked unless written notice of its
revocation or a duly executed proxy bearing a later date is filed with an
officer of the Corporation.

     Section 2.11. Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the shareholders may be taken without a meeting, if
authorized in writing or writings signed by all shareholders who would be
entitled to vote on that action. The written action is effective when it has
been signed by all such shareholders, unless a different effective date is
provided in the written action.

     Section 2.12. Record Date. The Board of Directors may fix a date, not
exceeding sixty (60) days preceding the date of any meeting of shareholders, as
a record date for the determination of the shareholders entitled to notice of
and to vote at such meeting, and in such case only shareholders of record on the
date so fixed, or their legal representatives, shall be entitled to notice of
and to vote at such meeting, notwithstanding any transfer of any shares on the
books of the Corporation after any record date so fixed. The Board of Directors
may close the books of the Corporation against transfer of shares during the
whole or any part of such


                                        5



period. If the Board of Directors fails to fix a record date for determination
of the shareholders entitled to notice of and to vote at any meeting of
shareholders, the record date shall be the twentieth (20th) day preceding the
date of such meeting.

     Section 2.13. Advance Notice Requirements. Only persons who are nominated
in accordance with the procedures set forth in this Section 2.13 shall be
eligible for election as directors. Nominations of persons for election to the
Board of Directors of the Corporation may be made at a meeting of shareholders
(a) by or at the direction of the Board of Directors or (b) by any shareholder
of the Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Section 2.13.
Nominations by shareholders shall be made pursuant to timely notice in writing
to the Secretary of the Corporation. To be timely, a shareholder's notice of
nominations to be made at an annual meeting of shareholders must be delivered to
the Secretary of the Corporation, or mailed and received at the principal
executive offices of the Corporation, not less than 90 days before the first
anniversary of the date of the preceding year's annual meeting of shareholders.
If, however, the date of the annual meeting of shareholders is more than 30 days
before or after such anniversary date, notice by a shareholder shall be timely
only if so delivered or so mailed and received not less than 90 days before such
annual meeting or, if later, within 10 days after the first public announcement
of the date of such annual meeting. If a special meeting of the shareholders of
the Corporation is called in accordance with Section 2.3 or 2.4 for the purpose
of electing one or more directors to the Board of Directors or if a regular
meeting other than an annual meeting is held, for a shareholder's notice of
nominations to be timely it must be delivered to the Secretary of the
Corporation, or mailed or received at the principal executive office of the
Corporation, not less than 90 days before such special meeting or such regular
meeting or, if later, within 10 days after the first public announcement of the
date of such special meeting or such regular meeting. Except to the extent
otherwise required by law, the adjournment of a regular or special meeting of
shareholders shall not commence a new time period for the giving of a
shareholder's notice as described above. Such shareholder's notice shall set
forth (x) as to each person whom the shareholder proposes to nominate for
election or re-election as a director, (i) such person's name and (ii) all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(including such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected); and (y) as to the
shareholder giving the notice, (i) the name and address, as they appear on the
Corporation's books of such shareholder and (ii) the class and number of shares
of the Corporation which are beneficially owned by such shareholder. At the
request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a shareholder's notice
of nomination which pertains to a nominee. Notwithstanding anything in these
Bylaws to the contrary, no person shall be eligible for election as a director
of the Corporation unless nominated in accordance with the procedures set forth
in this Section 2.13 and, if the Chairman should so determine that a nomination
was not made in accordance with the procedures prescribed in this Section 2.13
and, if the Chairman should so determine, the Chairman shall so declare to the
meeting and the defective nomination shall be disregarded.

     At any regular or special meeting of shareholders, only such business shall
be conducted as shall have been brought before the meeting (a) by or at the
direction of the Board of Directors or (b) by any shareholder of the Corporation
who complies with the notice procedures set forth in this Section 2.13. For
business to be properly brought before any regular or special meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice of any
such business to be conducted at an annual meeting must be delivered to the
Secretary of the Corporation, or mailed and received at the principal executive
office of the Corporation, not less than 90 days before the first


                                        6


anniversary of the date of the preceding year's annual meeting of shareholders.
If, however, the date of the annual meeting of shareholders is more than 30 days
before or after such anniversary date, notice by a shareholder shall be timely
only if so delivered or so mailed and received not less than 90 days before such
annual meeting or, if later, within 10 days after the first public announcement
of the date of such annual meeting. If a special meeting of shareholders of the
Corporation is called in accordance with Section 2.3 or 2.4 for any purpose
other than electing directors to the Board of Directors or if a regular meeting
other than an annual meeting is held, for a shareholder's notice of any such
business to be timely it must be delivered to the Secretary of the Corporation,
or mailed and received at the principal executive office of the Corporation, not
less than 90 days before such special meeting or such regular meeting or, if
later, within 10 days after the first public, announcement of the date of such
special meeting or such regular meeting. Except to the extent otherwise required
by law, the adjournment of a regular or special meeting of shareholders shall
not commence a new time period for the giving of a shareholder's notice as
required above. A shareholder's notice to the Secretary shall set forth as to
each matter the shareholder proposes to bring before the regular or special
meeting (w) a brief description of the business desired to be brought before the
meeting and the reasons for conducting such business at the meeting, (x) the
name and address, as they appear on the Corporation's books, of the shareholder
proposing such business, (y) the class and number of shares of the Corporation
which are beneficially owned by the shareholder and (z) any material interest of
the shareholder in such business. Notwithstanding anything in these Bylaws to
the contrary, no business shall be conducted at any regular or special meeting
except in accordance with the procedures set forth in this Section 2.13 and, as
an additional limitation, the business transacted at any special meeting shall
be limited to the purposes stated in the notice of the special meeting. The
Chairman of the meeting shall, if the facts warrant, determine that business was
not properly brought before the meeting in accordance with the provisions of
this Section 2.13 and, if the Chairman should so determine, the Chairman shall
so declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.

     For purposes of this Section 2.13, "public announcement" means disclosure
(i) when made in a press release reported by the Dow Jones News Service,
Associated Press, or comparable news service, (ii) when filed in a document
publicly filed by the Corporation with the Securities and Exchange Commission
pursuant to Section 13, 14, or 15(d) of the Securities Exchange Act of 1934, as
amended, or (iii) when mailed as the notice of the meeting pursuant to Section
2.5 of these Bylaws.

                                   ARTICLE III
                                    DIRECTORS

     Section 3.1. General Powers. The property, affairs, and business of the
Corporation shall be managed by the Board of Directors. The Board of Directors
may exercise all powers of the Corporation and do all lawful acts not required
by the Articles of Incorporation, these Bylaws, or law to be done by the
shareholders.

     Section 3.2. Number, Qualifications, and Term of Office. The number of
directors which shall constitute the whole Board shall be at least one (1), or
such other number as may be determined by the Board of Directors or by the
shareholders at an annual meeting or a special meeting called and held for that
purposes; provided, however, that the Board of Directors may not decrease the
number of directors below the number last designated by the shareholders. The
creation of any new directorship by action of the Board of Directors shall
require the affirmative vote of a majority of the directors serving at the time
of the increase. Each of the directors shall serve until the next annual meeting
of the shareholders and until his successor shall has been duly elected and has
qualified, or until his earlier death, resignation, removal, or
disqualification. Directors need not be residents of the State of Minnesota or
shareholders of the Corporation.


                                       7



     Section 3.3. Meetings; Place and Notice. Meetings of the Board of Directors
may be held from time to time at any place within or without the State of
Minnesota that the Board of Directors may designate. In the absence of
designation by the Board of Directors, Board meetings shall be held at the
principal executive office of the Corporation, except as may be otherwise
unanimously agreed orally or in writing or by attendance. Board meetings may be
called by the chairman of the Board or chief executive officer on 24 hours
notice or by any director on three (3) days notice to each director. Every such
notice shall state the date, time, and place of the meeting. Notice of a meeting
called by a director other than a director who is the chairman of the board or
chief executive officer shall state the purpose of the meeting. Notice may be
given by mail, telephone, telegram, or in person. If a meeting schedule is
adopted by the Board, or if the date and time of a Board meeting has been
announced at a previous meeting, no notice is required.

     Section 3.4. Electronic Communications. A conference among directors by any
means of communication through which the directors may simultaneously hear one
another during the conference constitutes a Board meeting if the notice required
by Section 3.3 of these Bylaws is given of the conference and if the number of
directors participating in the conference would be sufficient to constitute a
quorum. Participation in a meeting by such means constitutes presence in person
at the meeting.

     Section 3.5. Waiver of Notice. A director may waive notice of a meeting of
the Board. Waiver of notice is effective, whether given before, at, or after the
meeting and whether given in writing, orally, or by attendance. Attendance by a
director at a meeting constitutes waiver of notice for that meeting, except
where the director objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened and does not
participate thereafter in the meeting.

     Section 3.6. Quorum: Acts of Board. A majority of the directors currently
holding office shall be a quorum for the transaction of business; provided,
however, that if any vacancies exist by reason of death, resignation, or
otherwise, a majority of the remaining directors (provided such majority
consists of not less than two directors) shall constitute a quorum. In the
absence of a quorum, a majority of the directors present may adjourn the meeting
from time to time until a quorum is present. If a quorum is present when a duly
called or held meeting is convened, the directors present may continue to
transact business until adjournment, even though the withdrawal of a number of
directors originally present leaves less than the proportion or number otherwise
required for a quorum. Except as otherwise required by law or the Articles of
Incorporation or these Bylaws, the acts of a majority of the directors present
at a meeting at which a quorum is present shall be the acts of the Board of
Directors.

     Section 3.7. Vacancies. Vacancies on the Board resulting from the death,
resignation, or removal of a director may be filled by the affirmative vote of a
majority of the remaining directors, even though less than a quorum. Vacancies
on the Board resulting from newly created directorships may be filled by the
affirmative vote of a majority of the directors serving at the time of the
increase. Subject to removal as provided in Section 3.8 of these Bylaws, each
director elected under this Section to fill a vacancy shall hold office until a
qualified successor is elected by the shareholders at the next annual meeting or
at a special meeting of the shareholders called for that purpose.

     Section 3.8. Removal. Except as otherwise provided by law, the entire Board
of Directors or any individual director may be removed from office with or
without cause by a vote of the shareholders holding a majority of the shares
entitled to vote for the election of directors. The shareholders, by the same
majority vote, may fill any vacancy or vacancies created by such removal. Any
such vacancy not so filled may be filled by the directors as provided in Section
3.7 hereof. Any director named by the Board to fill a vacancy may be removed at
any time, with


                                       8


or without cause, by the affirmative vote of the majority of the remaining
directors, even if the remaining directors constitute less than a quorum, if the
shareholders have not elected directors in the interval between the appointment
to fill the vacancy and the time of removal.

     Section 3.9. Resignation. Any director may resign at any time by giving
written notice to the Corporation. Such resignation shall take effect on the
date of the Corporation's receipt of such notice or at any later date or time
specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make the resignation effective

     Section 3.10. Committees.

          (a) A resolution approved by the affirmative vote of a majority of the
     Board may establish committees having the authority of the Board in the
     management of the business of the Corporation to the extent provided in the
     resolution. Except for any special litigation committee established under
     Section 3.11 hereof, committees shall be subject at all times to the
     direction and control of the Board.

          (b) A committee shall consist of one or more natural persons, who need
     not be directors, appointed by the affirmative vote of a majority of the
     directors present at a duly held meeting of the Board.

          (c) Minutes, if any, of committee meetings shall be made available
     upon request to members of the committee and to any director.

     Section 3.11. Special Litigation Committee. Pursuant to the procedure set
forth in Section 3.10, the Board may establish a committee composed of one or
more independent directors or other independent persons to consider legal rights
or remedies of the Corporation and whether those rights or remedies should be
pursued.

     Section 3.12. Absent Directors. A director may give written consent or
opposition to a proposal to be acted on at a Board meeting by giving a written
statement to the Chairman of the Board or acting Chairman of the Board setting
forth a summary of the proposal to be voted on and containing a statement from
the director on how he votes on such proposal. If the director is not present at
the meeting, consent or opposition to a proposal does not constitute presence
for purposes of determining the existence of a quorum, but consent or opposition
shall be counted as a vote in favor of, or against, the proposal and shall be
entered in the minutes or other record of action of the meeting if the proposal
acted on at the meeting is substantially the same or has substantially the same
effect as the proposal to which the director has consented or objected.

     Section 3.13. Presumption of Assent. A director who is present at a meeting
of the Board when an action is approved by the affirmative vote of a majority of
the directors present is presumed to have assented to the action approved,
unless the director;

          (a) objects at the beginning of the meeting to the transaction of the
     business because the meeting is not lawfully called or convened and does
     not participate thereafter in the meeting, in which case the director shall
     not be considered to be present at the meeting for any purpose; and

          (b) votes against the action at the meeting; or

          (c) is prohibited by law from voting on the action.

     Section 3.14. Action Without a Meeting. Any action required or permitted to
be taken at a Board meeting may be taken by written consent of the number of
directors that would be


                                       9



required to take the same action at a meeting of the Board of Directors at which
all directors were present, provided that the proposed action need not be
approved by the shareholders and that the Articles of Incorporation so provide.
The written action is effective when signed by the necessary number of directors
unless a different effective date is stated in the written action.

     Section 3.15. Compensation of Directors. By resolution of the Board of
Directors, each director may be paid his or her expenses, if any, of attendance
at each Board meeting and may be paid a stated amount as a director or a fixed
sum for attendance at each Board meeting, or both. No such payment shall
preclude a 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.

     Section 3.16. Limitation of Directors' Liabilities. A director shall not be
liable to the Corporation or its share-holders for dividends illegally declared,
distributions illegally made to shareholders, or any other action taken in good
faith reliance upon financial statements of the Corporation represented to him
to be correct by the chief executive officer of the Corporation or the officer
having charge of its books of account or certified by an independent or
certified public accountant to fairly reflect the financial condition of the
Corporation; nor shall any director be liable if in good faith in determining
the amount available for dividends or distribution the Board values the assets
in a manner allowable under applicable law.

                                   ARTICLE IV
                                    OFFICERS

     Section 4.1. Number and Designation. The officers of the Corporation shall
be elected or appointed by the Board of Directors. The Corporation shall have
one or more natural persons exercising the functions of the offices of chief
executive officer and chief financial officer. The Board of Directors may elect
or appoint such other officers or agents as it deems necessary for the operation
and management of the Corporation, with such powers, rights, duties, and
responsibilities as may be determined by the Board, including, without
limitation, a chairman of the Board (who shall be a director), a president, a
secretary, and a treasurer, each of whom shall have the powers, rights, duties,
and responsibilities set forth in these Bylaws, unless otherwise determined by
the Board. Any of the offices or functions of those offices may be held or
performed by the same person.

     Section 4.2. Chief Executive Officer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the chief executive officer (a)
shall be responsible for the general active management of the business of the
Corporation; (b) shall, when present, preside at all meetings of the
shareholders; (c) shall be responsible for implementing all orders and
resolutions of the Board; (d) shall sign and deliver in the name of the
Corporation any deeds, mortgages, bonds, contracts, or other instruments
pertaining to the business of the Corporation, except where authority to sign
and deliver is required or permitted by law to be exercised by another person
and except where such authority is expressly delegated by these Bylaws or by the
Board to some other officer or agent of the Corporation; (e) may maintain
records of and certify proceedings of the Board and shareholders; and (f) shall
perform such other duties as may from time to time be assigned by the Board.

     Section 4.3. Chief Financial Officer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the chief financial officer (a)
shall keep accurate financial records for the Corporation; (b) shall deposit all
monies, drafts, and checks in the name of and to the credit of the Corporation
in such banks and depositories as the Board of Directors shall designate from
time to time; (c) shall endorse for deposit all notes, checks, and drafts
received by the Corporation as ordered by the Board, making proper vouchers
therefor, (d) shall disburse the funds of the Corporation as may be ordered by
the Board of Directors or the chief executive


                                       10


officer, making proper vouchers therefor; (e) shall render to the chief
executive officer and the Board of Directors, whenever requested, an account of
all of his transactions as chief financial officer and of the financial
condition of the Corporation; and (f) shall perform such other duties as may be
assigned by the Board of Directors or the chief executive officer from time to
time.

     Section 4.4. Chairman of the Board. The chairman of the Board of the
Corporation shall preside at all meetings of the Board of Directors and shall
perform such other functions as may be determined from time to time by the
Board.

     Section 4.5. President. Unless otherwise determined by the Board of
Directors, the president shall be the chief executive officer of the
Corporation. If an officer other than the president is designated chief
executive officer, the president shall perform such duties as may from time to
time be assigned to him by the Board, or if authorized by the Board, such duties
as are assigned to him by the chief executive officer.

     Section 4.6. Vice Presidents. Any one or more vice presidents, if any, may
be appointed by the Board of Directors. During the absence or disability of the
president, it shall be the duty of the highest ranking vice president to perform
the duties of the president. The determination of who is the highest ranking of
two or more persons holding the same office shall, in the absence of specific
designation of order or rank, by the Board of Directors, be made on the basis of
the earliest date of appointment or election, or, in the event of simultaneous
appointment or election, on the basis of the longest continuous employment by
the Corporation.

     Section 4.7. Secretary. The secretary, unless otherwise determined by the
Board, shall attend all meetings of the shareholders and all meetings of the
Board of Directors, shall record or cause to be recorded all proceedings thereof
in a book to be kept for that purpose, and may certify such proceedings. Except
as otherwise required or permitted by law or by these Bylaws, the secretary
shall give or cause to be given notice of all meetings of the shareholders and
all meetings of the Board of Directors.

     Section 4.8. Treasurer. Unless otherwise determined by the Board, the
treasurer shall be the chief financial officer of the Corporation. If an officer
other than the treasurer is designated chief financial officer, the treasurer
shall perform such duties as may from time to time be assigned to him by the
Board.

     Section 4.9. Treasurer's Bond. If required by the Board of Directors, the
treasurer 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 4.10. Vacancies. If any office becomes vacant by reason of death,
resignation, retirement, disqualification, removal, or other cause, the
directors then in office, although less than a quorum, may by a majority vote,
choose a successor or successors who shall hold office for the unexpired term in
respect of which such vacancy occurred.

     Section 4.11. Authority and Duties. In addition to the foregoing authority
and duties, all officers of the Corporation shall respectively have such
authority and perform such duties i the management of the business of the
Corporation as may be designated from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of majority
of the directors present, an officer elected or appointed by the Board may,
without the approval of the Board delegate some or all of the duties and powers
of an office & other persons.


                                       11



     Section 4.12. Term: Resignation: Removal: Vacancies:

          (a) All officers of the Corporation shall hold office until their
     respective successors are chosen and have qualified or until their earlier
     death, resignation, removal.

          (b) An officer may resign at any time by giving written notice to the
     Corporation. The resignation is effective without acceptance when the
     notice is given to the Corporation, unless a later effective date is
     specified in the notice.

          (c) An officer may be removed at any time, with or without cause, by a
     resolution approved by an affirmative vote of the majority of the directors
     present at a duly held Board meeting.

          (d) A vacancy in an office because of death, resignation, removal,
     disqualification, or other cause may, or in the case of a vacancy in the
     office of chief executive officer or chief financial officer shall, be
     filled by the Board.

     Section 4.13. Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors or by the chief executive officer, if
authorized by the Board.

                                    ARTICLE V
                            SHARES AND THEIR TRANSFER

     Section 5.1. Certificates for Shares.

          (a) Certificates of shares, if any, of the Corporation shall be in
     such form as shall be prescribed by law and adopted by the Board of
     Directors, certifying the number of shares of the Corporation owned by each
     shareholder. The certificates shall be numbered in the order in which they
     are issued and shall be signed, in the name of the Corporation, by the
     chief executive officer or the chief financial officer or secretary or by
     such officers as the Board of Directors may designate. Such signatures may
     be by facsimile if authorized by the Board of Directors or these Bylaws.
     Such certificates shall also have such legends as may be required by any
     shareholder agreement or other agreement.

          (b) A certificate representing shares issued by the Corporation shall,
     if the Corporation is authorized to issue shares of more than one class or
     series, set forth upon the face or back of the certificate, or shall state
     that the Corporation will furnish to any shareholder upon request and
     without charge, a full statement of the designations, preferences,
     limitations, and relative rights of the shares of each class or series
     authorized to be issued, so far as they have been determined, and the
     authority of the Board to determine the relative rights and preferences of
     subsequent classes or series.

     Section 5.2. Uncertificated Shares. Some or all of any or all classes and
series of the shares of stock of this Corporation, upon a resolution approved by
the Board of Directors, may be uncertificated shares. Within twenty (20)
calendar days after the issuance or transfer of uncertificated shares, the chief
executive officer shall send to the shareholder such notice as may be required
by law.

     Section 5.3. Transfer of Shares. Transfer of certificated shares on the
books of the Corporation may be authorized only by the shareholder named in the
certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, and upon surrender of the certificate or the
certificates for such shares therefor properly endorsed. The Corporation may
treat as the absolute owner of shares of the Corporation, the person or persons
in whose name or names the shares are registered on the books of the
Corporation. The


                                       12


transfer of uncertificated shares, if any, shall be made by the means determined
by the Board of Directors. Every certificate surrendered to the Corporation for
exchange or transfer shall be canceled, and no new certificate or certificates
shall be issued in exchange for any existing certificate until such existing
certificate shall have been so canceled.

     Section 5.4. Lost, Destroyed, or Stolen Certificates. Any shareholder
claiming that a certificate for shares has been lost, destroyed, or stolen shall
make an affidavit of that fact in such form as the Board of Directors may
require and shall, if the Board of Directors so requires, give the Corporation a
sufficient indemnity bond, in form, in an amount, and with one or more sureties
satisfactory to the Board of Directors, to indemnify the Corporation against any
claims that may be made against it on account of the reissue of such
certificate. A replacement certificate shall then be issued for the same number
of shares as represented by the certificate alleged to have been lost,
destroyed, or stolen.

     Section 5.5. Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars and may require all certificates for shares to bear the signature or
signatures of any of them.

     Section 5.6. Facsimile Signature. Where any certificate is manually signed
by a transfer agent, a transfer clerk, or a registrar appointed by the Board of
Directors to perform such duties, a facsimile or engraved signature of the chief
executive officer or other proper officer of the Corporation authorized by the
Board of Directors may be inscribed on the certificate in lieu of the actual
signature of the officer. The fact that a certificate bears the facsimile
signature of an officer who no longer holds office shall not affect the validity
of the certificate, and such certificate, if otherwise validly issued, shall
have the same effect as if the former officer held that office at the date the
certificate was issued.

     Section 5.7. Closing of Transfer Books: Record Date. The Board of Directors
may close the stock transfer books of the Corporation for a period not exceeding
sixty (60) days preceding the date of any meeting of shareholders, the date for
payment of any dividend or distribution or the date any change, conversion, or
exchange of capital stock shall become effective. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date, not exceeding
sixty (60) days preceding the date for payment of any dividend or distribution,
or the date any change, conversion, or exchange of capital stock shall become
effective, as a record date for the determination of the shareholders entitled
to receive payment of any such dividend or distribution, or to exercise the
rights in respect of any such change, conversion, or exchange of capital stock,
and in such case such shareholders and only such shareholders shall be
shareholders of record on the date so fixed and shall be entitled to receive
payment of such dividend or distribution, or to exercise such rights,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date. If the Board of Directors fails to fix such a record date
the record date shall be the twentieth (20th) day preceding the date of payment
or the date the change, conversion, or exchange becomes effective.

     Section 5.8. Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and shall be entitled
to hold liable for calls and assessments a person so registered on its books as
the owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by applicable law.


                                       13



                                   ARTICLE VI
                                INDEMNIFICATION

     Section 6.1. Indemnification. The Corporation, shall indemnify such
persons, for such expenses and liabilities, j such manner, under such
circumstances, and to such extent, as required or permitted by Minn. Stat.
Section 302A.521, as amended from time to time, or as required or permitted by
other provisions c law.

     Section 6.2. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person in such person's official capacity against any liability
asserted against and incurred by such person in or arising from that capacity,
whether or not the Corporation would otherwise be required to indemnify the
person against the liability.

                                   ARTICLE VII
                           GENERAL CORPORATE MATTERS

     Section 7.1. Distributions. Subject to the Articles of Incorporation and
these Bylaws, the Board of Directors may declare dividends payable in either
cash, property or shares, acquire or exchange shares, or make other
distributions with respect to shares of the Corporation whenever and in such
amounts as, in its opinion, the condition and affairs of the Corporation shall
render advisable.

     Section 7.2. Reserves. Before payment of any dividend, the Board of
Directors may set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to time deems
proper as a reserve or reserves to meet contingencies, for equalizing dividends,
for repairing or maintaining any property of the Corporation, or for such other
purposes as the Board of Directors deems conducive to the interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve.

     Section 7.3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.

     Section 7.4. Loans. The Corporation shall not lend money to, guarantee the
obligation of, become a surety for, or otherwise financially assist any person
unless the transaction, or class of transactions to which the transaction
belongs, has been approved by the affirmative vote of a majority of directors
present and:

          (a) is in the usual and regular course of business of the Corporation;

          (b) is with, or for the benefit of, a related corporation, an
     organization in which the Corporation has a financial interest, an
     organization with which the Corporation has a business relationship, or an
     organization to which the Corporation has the power to make donations;

          (c) is with, or for the benefit of, an officer or other employee of
     the Corporation or a subsidiary, including an officer or employee who is a
     director of the Corporation or a subsidiary, and may reasonably be
     expected, in the judgment of the Board of Directors, to benefit the
     Corporation; or

          (d) has been approved by the affirmative vote of the holders of
     two-thirds of the outstanding shares, including both voting and nonvoting
     shares.


                                       14


     Section 7.5. Advances. The Corporation may, without a vote of the
directors, advance money to its directors, officers, or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.

                                  ARTICLE VIII
                       BOOKS OF RECORD; AUDIT; FISCAL YEAR

     Section 8.1. Share Register. The Board of Directors of the Corporation
shall cause to be kept at its principal executive office, or such other place or
places within the United States as determined by the Board, a share register not
more than one year old, containing the names and addresses of the shareholders
and the number and classes of the shares held, and the dates on which the
certificates therefor were issued.

     Section 8.2. Books, Records, and Other Documents. The Board of Directors
shall cause to be kept at its principal executive office, originals or copies
of:

          a) records of all proceedings of the shareholders and directors for
     the last three years;

          b) Articles of Incorporation of the Corporation and all amendments
     thereto currently in effect;

          c) Bylaws of the Corporation and all amendments thereto currently in
     effect;

          d) financial statements as described in Section 8.3 hereof, if such
     statements have been prepared by or for the Corporation;

          e) reports made to shareholders generally within the immediately
     preceding three years;

          f) a statement of the names and usual business addresses of the
     directors and principal officers of the Corporation;

          g) voting trust agreements; and

          h) shareholder control agreements, if any.

     Section 8.3. Financial Statements. To the extent that they have been
prepared by or for the Corporation, the financial statements required to be kept
at the principal executive or registered office of the Corporation pursuant to
Section 8.2(d) hereof are as follows:

          a) annual financial statements, including at least a balance sheet as
     of the end of, and a statement of income for, each fiscal year, and

          b) financial statements for the most recent interim period prepared in
     the course of the operations of the Corporation for distribution to the
     shareholders or submission to a governmental agency as a matter of public
     record.


                                       15



     Section 8.4. Audit. The Board of Directors may cause the records and books
of account of the Corporation to be audited each fiscal year.

     Section 8.5. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

                                   ARTICLE IX
                                   AMENDMENTS

     Section 9.1. Amendments. Except as limited by the Articles of
Incorporation, these Bylaws may be altered, amended, or repeated by the
affirmative vote of a majority of the members of the Board of Directors. This
authority of the Board of Directors is subject to the power of the shareholders
to change or repeal such Bylaws, and the Board of Directors shall not make or
alter any Bylaws fixing a quorum for meetings of shareholders, prescribing
procedures for removing directors or filling vacancies on the Board, or fixing
the number of directors or their classifications, qualifications, or terms of
office, but the Board may adopt or amend a Bylaw to increase the number of
directors.

     The undersigned. Chief Executive Officer of Funco, Inc., a Minnesota
corporation, does hereby certify that the foregoing Amended and Restated Bylaws
were duly adopted as the Bylaws of the Corporation by its Board of Directors and
Shareholders effective May 4, 1992.


                                        /s/ David R. Pomije
                                        ----------------------------------------
                                        David R. Pomije
                                        Chief Executive Officer

Effective February 18, 1999, the Bylaws have been amended to incorporate
revisions to Section 2.13.


                                       16

                                                                     Exhibit 3.6

            Certificate of Limited Partnership of GameStop Texas LP.



FORM 207                                                THIS SPACE RESERVED FOR
(REVISED 9/03)                                                OFFICE USE.

Return in Duplicate to:                                          FILED
Secretary of State                  (SEAL)               In The Office of the
P.O. Box 13697                                           Secretary of State of
Austin. TX 78711-3697           CERTIFICATE OF                   Texas
FAX: 512/463-5709            LIMITED PARTNERSHIP              MAY 27 2004
                                 PURSUANT TO
FILING FEE: $750               ARTICLE 6132A-1           CORPORATIONS SECTION


                                                               
                         1. Name of Limited Partnership

The name of the limited partnership is as set forth below:

GAMESTOP TEXAS LP

The name must contain the words "Limited Partnership," or Limited," or the
abbreviation "LP.," "LP," or "Ltd." as the last words or letters of its name.
The name must not be the same as, deceptively similar to or similar to that of
an existing corporate, limited liability company, or limited partnership name on
file with the secretary of state. A preliminary check for "name availability" is
recommended.

                               2. Principal Office

The address of the principal office in the United States where records of the
partnership are to be kept or made available is set forth below:

Street Address 2250 William D. Tate Ave.,

City                            State         Zip Code            Country
- ----                            -----         --------            -------
Grapevine                       TX            76051               USA

  3. Registered Agent and Registered Office (Select and Complete either A or B
                                then complete C:)

[X]  A. The initial registered agent is an organization (cannot be partnership
     named above) by the name of:

Capitol Corporate Services. Inc.

OR

[ ]  B. The initial registered agent is an individual resident of the state
     whose name is set forth below:

          First Name             M.I.         Last Name           Suffix
          ----------             ----         ---------           ------


C. The business address of the registered agent and the registered office
address is:

Street Address                  City             State   Zip Code
- --------------                  ----             -----   --------
800 Brazos Street, Suite 1100   Austin           TX      78701

                         4. General Partner Information

The name, mailing address, and the street address of the business or residence
of each general partner is as follows:

General Partner 1

LEGAL ENTITY: The general partner is a legal entity named:

GameStop of Texas (GP), LLC




                                                                 
INDIVIDUAL: The general partner is an individual whose name is set forth below:

First Name                  M.I.                 Last Name                Suffix
- ----------                  ----                 ---------                ------


MAILING ADDRESS OF GENERAL PARTNER 1

Mailing Address             City                 State                    Zip Code
- ---------------             ----                 -----                    --------
2250 William D. Tate Ave.                                                   76051

STREET ADDRESS OF GENERAL PARTNER 1

Street Address              City                 State                    Zip Code
- --------------              ----                 -----                    --------
Same

General Partner 2

LEGAL ENTITY: The general partner is a legal entity named:

INDIVIDUAL: The general partner is an individual whose name is set forth below:

Partner 2-First Name        M.I.                 Last Name                Suffix
- --------------------        ----                 ---------                ------


MAILING ADDRESS OF GENERAL PARTNER 2

Mailing Address             City                 State                    Zip Code
- ---------------             ----                 -----                    --------


STREET ADDRESS OF GENERAL PARTNER 2

Street Address              City                 State                    Zip Code
- --------------              ----                 -----                    --------


                          5 - SUPPLEMENTAL INFORMATION

Text Area: [The attached addendum, if any, is incorporated herein by reference.]

                            EFFECTIVE DATE OF FILING

[X]  A. This document win become effective when the document is filed by the
     secretary of state.

OR

[ ]  B. This document will become effective at a later date, which is not more
     than ninety (90) days from the date of its filing by the secretary of
     state. The delayed effective date is

                                   EXECUTION

The undersigned sign this document subject to the penalties imposed by law for
the submission of a false or fraudulent document.

Gamestop of Texas (GP), LLC

Name of General Partner 1               Name of General Partner 2


    David W. Carlson
    ---------------------------------
By: David W. Carlson,
    Manager of GameStop of Texas
    (GP), LLC, Sole General Partner


- ------------------------------------    ----------------------------------------
SIGNATURE OF GENERAL PARTNER 1          SIGNATURE OF GENERAL PARTNER 2

                                                                     Exhibit 3.7

  Limited Partnership Agreement of GameStop Texas LP, dated as of May 27, 2004.



                                GAMESTOP TEXAS LP

                         LIMITED PARTNERSHIP AGREEMENT

          THIS LIMITED PARTNERSHIP AGREEMENT, dated as of the 27th day of May,
2004 (the "Agreement"), between GameStop of Texas (GP), LLC, a Delaware limited
liability company, having an address at 2250 William D. Tate Avenue, Grapevine,
Texas 76051 (hereinafter referred to as the "General Partner") and GameStop
(LP), LLC, a Delaware limited liability company, having an address at 724 First
Street North, 4th Floor, Minneapolis, MN 55401 (hereinafter referred to as the
"Limited Partner").

                                   WITNESSETH:

          WHEREAS, the General Partner and the Limited Partner (each a "Partner"
and collectively, the "Partners") desire to organize a limited partnership under
the laws of the Texas Revised Limited Partnership Act, as amended from time to
time (the "Texas Act"), to be known as GameStop Texas LP (the "Partnership");
and

          WHEREAS, the Partners desire to provide for the regulation and
establishment of the affairs of the Partnership, the conduct of its business and
the relations among them as Partners.

          NOW, THEREFORE, it is mutually agreed as follows:

     1. Formation. The Partners hereby agree to form the Partnership as a
limited partnership under the laws of the State of Texas in accordance with the
Texas Act, and, as such, promptly after the execution of this Agreement, the
General Partner shall prepare, execute and file with the Texas Secretary of
State the Certificate of Limited Partnership pursuant to the Texas Act.

     2. Purpose. The purpose of the Partnership is to engage in the ownership
and operation of retail sellers of video game products and PC entertainment
software under the "GameStop" trade name in the State of Texas and any related
activities.

     3. Name and Principal Office. The name of the Partnership shall be GameStop
Texas LP and the principal office of the Partnership shall be located at 2250
William D. Tate Avenue, Grapevine, Texas 76051 (the "Principal Office").

     4. Registered Office and Registered Agent. The initial registered agent of
the Partnership is CT Corporation System, 350 North St. Paul Street, Dallas, TX
75201. The registered agent may be changed from time to time by amending the
Certificate of Limited Partnership pursuant to the Texas Act. The registered
office of the Partnership shall be the initial registered office named in the
Certificate of Limited Partnership or such other office within the State of
Texas (which need not be a place of business of the Partnership) as the General
Partner



may designate from time to time in accordance with the Texas Act upon notice to
the Limited Partner.

     5. Partners.

          (a) GameStop of Texas (GP), LLC shall be the General Partner.

          (b) GameStop (LP), LLC shall be the Limited Partner.

     6. Term. The term of the Partnership shall commence on the date that the
Certificate of Limited Partnership is filed with the Texas Secretary of State
and shall continue until the Partnership shall be dissolved and its affairs
wound up upon:

          (a) an election to dissolve the Partnership made in writing by all the
Partners;

          (b) an event of withdrawal with respect to any general partner (as
defined in Section 4.02 of the Texas Act); or

          (c) an entry of a decree of judicial dissolution under Section 8.02 of
the Texas Act.

     7. Capital Contributions, (a) The General Partner agrees to contribute to
the capital of the Partnership the assets and liabilities set forth on Schedule
A attached hereto, value for Adjusted Capital Account purposes at $2,618,347.07.

          (b) The Limited Partner agrees to contribute to the capital of the
Partnership the assets and liabilities set forth on Schedule B attached hereto,
valued for Adjusted Capital Account purposes at $259,216,360.30.

          (c) The Partners shall receive no interest on their capital
contributions.

          (d) No Partner having a negative balance in its capital account as a
result of distributions or allocations of Net Profits and Net Losses in
accordance with this Agreement shall have any obligation to the Partnership or
to the other Partner to restore its capital account to zero.

     8. Allocation and Distribution of Net Profits, Net Losses and Available
Cash.

          (a) Definitions. For the purposes of this Agreement:

               (i) "Adjusted Capital Account" means the cash and the net agreed
     fair market value of any property contributed by a Partner, (A) reduced
     from time to time by (1) the agreed fair market value of any distributions
     from the Partnership to such Partner (net of liabilities secured by such
     distributed property that such Partner is considered to assume or take
     subject to under Section 752 of the Code), and (2) Net Losses and any
     non-deductible and non-amortizable expenditures of the Partnership
     allocated to such Partner, and (B) increased from time to time by (3) any
     Net Profits allocable to such Partner, and (4) the agreed fair market value
     of any additional contributions made by


                                       2


     such Partner (net of liabilities secured by such distributed property that
     such Partner is considered to assume or take subject to under Section 752
     of the Code) and (C) otherwise adjusted as required under Treasury
     Regulations Section 1.704-l(b)(2)(iv). In addition, upon a distribution in
     kind of Partnership Property (as defined in Paragraph 10 hereof), the
     Adjusted Capital Accounts of the Partners shall be increased or decreased,
     as the case may be, as though such Partnership Property had been sold for
     an amount equal to its fair market value and gain or loss which would have
     been recognized were the property actually sold had been allocated to the
     Partners pursuant to Paragraph 8(c) hereof.

               (ii) "Available Cash" shall mean the cash receipts of the
     Partnership from any source increased by any amounts previously held in
     reserve which the General Partner determines to be no longer necessary,
     less (A) cash expenditures of the Partnership other than (1) expenditures
     made out of reserve accounts and (2) distributions to Partners pursuant to
     Paragraphs 8(b) or 16 hereof, and (B) any additions to reserves which the
     General Partner shall determine to be necessary to provide funds for any
     reason whatsoever.

               (iii) "Capital Contribution" shall mean the aggregate capital
     contribution made from time to time in cash and/or property by a Partner to
     the Partnership.

               (iv) "Code" shall mean the Internal Revenue Code of 1986, as
     amended.

               (v) "Net Profits" or "Net Losses" shall mean, for any period, the
     net profits (including gain on sale) or net losses of the Partnership for
     Federal income tax purposes during such period.

               (vi) "Partnership Percentage" shall mean, with respect to each
     Partner, the percentage figure set forth below as follows:


                   
The General Partner    1.0%
The Limited Partner   99.0%


          (b) Distributions of Cash. Any Available Cash with respect to any
fiscal year shall be distributed to the Partners in proportion to their
respective Partnership Percentages.

          (c) Allocations of Net Profits and Net Losses.

               (i) Any Net Profits and Net Losses with respect to any fiscal
     year shall be allocated to the Partners in proportion to their respective
     Partnership Percentages.

               (ii) Appropriate adjustments shall be made to the allocations to
     the extent required to comply with the "qualified income offset," "minimum
     gain chargeback" and "chargeback for nonrecourse debt for which a partner
     bears a risk of loss" rules of the Treasury Regulations promulgated
     pursuant to Section 704(b) of the Code. To the extent permitted by such
     Treasury Regulations, the allocations in such year and subsequent years
     shall be further adjusted so that the cumulative effect of all the


                                        3



     allocations shall be the same as if all such allocations were made pursuant
     to Paragraph 8(c)(i) hereof.

          (d) Notwithstanding paragraph 8(c)(i) and (ii) above, solely for
federal income tax purposes, appropriate adjustments should be made to the
allocations of Net Profits and Net Losses to the extent required under Section
704(c) of the Code and the Treasury Regulations thereunder.

     9. Rights and Duties of the General Partner. The General Partner shall be
responsible for the day-to-day operations of the Partnership and shall possess
all rights, powers and privileges of a general partner under the Texas Act.

     10. Rights and Duties of the Limited Partner. (a) The Limited Partner shall
not participate in the management of the Partnership business. No part of the
Capital Contribution of the Limited Partner shall be withdrawn unless all
liabilities of the Partnership, except obligations to Partners on account of
their Capital Contributions, have been paid, or unless the Partnership has
assets sufficient to pay them.

          (b) The Limited Partner hereby consents to the General Partner
entering into any contract or transaction on such terms and conditions as may be
approved by the General Partner in its sole discretion, and to the employment,
when and if required, of such brokers, attorneys, accountants and managing and
other agents for the Partnership as the General Partner may from time to time
designate. The fact that a Partner, General or Limited, or a principal or
partner thereof is employed by or is directly or indirectly interested in or
connected with any person, firm or corporation employed by the Partnership to
perform a service, or from or with which the Partnership may purchase any
property or have other business dealings, shall not prohibit the General Partner
from employing or otherwise dealing with such person, firm or corporation,
provided that the terms of any such employment or obligation shall be generally
as favorable to the Partnership as would be available in an arm's length
transaction, and neither the Partnership nor any of the Partners shall have any
rights in or to any income or profits derived therefrom.

     11. Officers. (a) The General Partner may designate one or more individuals
as officers of the Partnership who may but need not have titles, and shall
exercise and perform such powers and duties as shall be assigned to them from
time to time by the General Partner. Any officer may be removed by the decision
of the General Partner at any time, with or without cause. Each officer shall
hold office until his or her successor is elected and qualified. Any number of
offices may be held by the same individual. Any salaries and other compensation
of the officers shall be fixed by the General Partner. The initial officers
shall be as follows:

               (i) R. Richard Fontaine ("Fontaine") shall be the Chief Executive
     Officer of the Partnership and, in such capacity, shall have general
     supervision, directions and control of the business and affairs of the
     Partnership. So long as he is an officer of the Partnership, Fontaine shall
     devote such time, attention and energies as may be necessary in his
     judgment to perform his duties hereunder.


                                        4



               (ii) Daniel DeMatteo ("DeMatteo") shall be the President of the
     Partnership and, in such capacity, shall have general supervision,
     direction and control of the business and affairs of the Partnership,
     subject to the supervision of the Chief Executive Officer. So long as he is
     an officer of the Partnership, DeMatteo shall devote such time, attention
     and energies as may be necessary in his judgment to perform his duties
     hereunder.

               (iii) David W. Carlson ("Carlson") shall be the Executive Vice
     President and Chief Financial Officer of the Partnership, and in such
     capacities, shall have general supervision, direction and control of the
     business and financial affairs of the Partnership, subject to the
     supervision of the Chief Executive Officer. So long as he is an officer of
     the Partnership, Carlson shall devote such time, attention and energies as
     may be necessary in his judgment to perform his duties hereunder.

          (b) Execution of Contracts. Each of the Chief Executive Officer, the
Executive Vice President, the Chief Financial Officer, the President, or any
other officer authorized by such Officers or the General Partner shall execute
all bonds, mortgages, agreements, deeds, instruments and other contracts and
documents, except: (i) where required or permitted by law or this Agreement to
be otherwise signed and executed and (ii) where signing and execution thereof
shall be expressly delegated by the General Partner to some other officer or
agent of the Partnership.

          (c) Officers as Agents. The officers, to the extent of their powers
set forth in this Agreement or otherwise vested in them by action of the General
Partner not inconsistent with this Agreement, are agents of the Partnership for
the purpose of the Partnership's business and the actions of the officers taken
in accordance with such powers shall bind the Partnership.

     12. Other Activities. Any Partner may engage in or possess an interest in
other business ventures of every nature and description, independently or with
others, and neither the Partnership nor the other Partner shall have any rights
or interest by virtue of this Agreement in and to said independent ventures or
the income or profits derived therefrom.

     13. Banking. All funds of the Partnership shall be deposited in such bank
account or accounts as shall be designated by the General Partner. Withdrawals
from any such bank account or accounts shall be made upon such signature or
signatures as the General Partner may designate.

     14. Conveyance. Any deed, assignment, bill of sale, mortgage, contract of
sale, financing instrument or other commitment purporting to convey or encumber
the interest of the Partnership in all or any portion of any real or personal
property at any time held in its name shall be signed solely by the General
Partner.

     15. Partnership Records and Tax Returns. (a) The Partnership shall maintain
full and accurate records as required under Section 1.07 of the Texas Act at its
Principal Office and each Partner shall have the right to inspect and examine
such records at reasonable times upon reasonable notice.


                                        5


          (b) The General Partner shall cause to be sent to the Limited Partner,
as promptly as practicable after the close of each fiscal year of the
Partnership, a copy of Schedule K-1 of Form 1065 of the Partnership or other
similar document setting forth the information called for in Schedule K-1.
Within a reasonable time thereafter, the General Partner shall cause to be sent
to each Partner an annual financial statement of Partnership profits and losses,
prepared on the same basis as that used in preparing the Partner's federal
income tax return and a Partnership balance sheet for and as of the year then
ended.

     16. Assignability. (a) The General Partner shall not assign its interest as
a General Partner or any part thereof, and any attempted assignment shall be
void and shall not bind the Partnership, without the Limited Partner's consent.

          (b) No assignee of the Limited Partner may be substituted as a partner
under this Agreement without the express written consent of the General Partner,
which consent may be withheld at the sole discretion of the General Partner. Any
attempted assignment, except as permitted hereunder, shall be void and shall not
bind the Partnership.

          (c) All costs and expenses incurred by the Partnership in connection
with the assignment of a Partnership interest, including any filing fees and
publishing costs and the fees and disbursements of the Partnership's attorneys,
shall be paid by the assigning Partner or if not paid by it then by its
assignee.

          (d) Each person who becomes a Partner in the Partnership, by becoming
a Partner, shall agree to be bound by the provisions of this Agreement and to
ratify and be bound by all prior action taken by the Partnership.

          (e) A Partner may pledge, encumber or otherwise dispose or hypothecate
all or any part or parts of his interest as a Partner only if the other Partner
consents in writing to the pledge, encumbrance or other disposition or
hypothecation. Any attempted pledge, encumbrance or other dispositions or
hypothecations except as permitted shall be void and shall not bind the
Partnership.

     17. Termination of the Partnership. (a) In the event the Partnership is to
be dissolved as provided in Paragraph 6 hereof, the General Partner shall
proceed to windup the affairs of the Partnership and the proceeds of such
winding up shall be applied and distributed in the following order of priority:

               (i) First, to the payment of creditors of the Partnership,
     including Partners who are creditors of the Partnership, as required under
     Section 8.05 of the Texas Act.

               (ii) Second, the expenses of dissolving and winding up the
     Partnership.

               (iii) Third, to the setting up of any reserves which the General
     Partner may deem reasonably necessary for any contingent or unforeseen
     liabilities or obligations of the Partnership or of the General Partner
     arising out of or in connection with the Partnership. At the expiration of
     such period as shall be deemed advisable, after payment of any of the
     aforementioned contingencies, the balance of such reserves thereafter


                                       6



     remaining shall be distributed in the manner hereinafter provided, together
     with accrued interest thereon, if any.

               (iv) Fourth, any balance remaining shall be distributed to all of
     the Partners in the same manner that Available Cash is distributable to
     them pursuant to Paragraph 8(b) hereof.

          (b) If the General Partner so determines, the Partnership Property or
any part thereof may be distributed in kind, each Partner accepting in
satisfaction of its interest in the Partnership an undivided interest in such
Partnership Property subject to a proportionate share of its liabilities.

          (c) A reasonable time shall be allowed for the orderly liquidation of
the assets of the Partnership and the discharge of liabilities to creditors so
as to enable the General Partner to minimize the normal losses attendant upon a
liquidation.

     18. Certificate of Cancellation. Following the winding up of the
Partnership, or at any other time when there are no Partners, a certificate of
cancellation shall be filed with the Texas Secretary of State pursuant to the
Section 2.03 of the Texas Act.

     19. Power of Attorney. The Limited Partner hereby irrevocably constitutes
and appoints the General Partner and its respective officers, each with full
powers of substitution, as its true and lawful attorney, in its name, place and
stead:

          (a) to make, execute, acknowledge, deliver, file, record and publish:

               (i) A Certificate of Limited Partnership of the Partnership with
     the Texas Secretary of State, and any and all amendments thereto, and such
     other certificates, instruments, or documents, that may be appropriate or
     required to reflect:

                    (A) A change of the name or the location of the principal
          place of business of the Partnership or of the name or address of any
          Partner;

                    (B) A person's becoming an additional Limited Partner or
          substituted Limited Partner of the Partnership or the withdrawal of a
          Partner of the Partnership; or

                    (C) Any change in or amendment of this Agreement;

               (ii) Such certificates, instruments and documents as may be
     required by, or may be appropriate under, the laws of any state or other
     jurisdiction in which the Partnership is doing business in connection with
     a qualification to do business and with the use of the name of the
     Partnership by the Partnership;

               (iii) Any other certificate or other instrument which may be
     required to be filed by the Partnership under the laws of the State of
     Texas, or which the General Partner shall deem it advisable to file, and/or
     any and all amendments thereto or modifications thereof; and


                                       7



               (iv) All documents which may be required to effectuate the
     dissolution and winding up of the Partnership.

          (b) To take any other or further action, including, without
limitation, furnishing verified copies of this Agreement and/or excerpts
therefrom, which said attorney-in-fact shall consider necessary or convenient in
connection with any of the foregoing, hereby giving said attorney-in-fact full
power and authority to do and to perform each and every act and thing whatsoever
requisite and necessary to be done in and about the foregoing as fully as the
undersigned might or could do if personally present, and hereby ratifying and
confirming all that said attorney-in-fact shall lawfully do or cause to be done
by virtue hereof, it being expressly understood and intended by each Limited
Partner that the grant of the foregoing power of attorney:

               (i) is a special power of attorney coupled with an interest and
     that the foregoing power of attorney shall survive the death or
     incompetency or dissolution of the grantor thereof; and

               (ii) shall survive the delivery of an assignment by the Limited
     Partner of the whole or any portion of his interest; except that, where the
     assignee thereof has been approved by the General Partner for admission to
     the Partnership as a substitute Limited Partner, the power of attorney
     shall survive the delivery of the assignment solely to enable the General
     Partner to execute, acknowledge and file any instrument necessary to effect
     such substitution.

     20. Investment Undertaking. The Limited Partner, by executing this
Agreement, hereby represents that it is acquiring its interest in the
Partnership for its own account for investment and not with a view to the resale
or distribution thereof and it agrees that it will not transfer, sell, or
dispose of, or offer to transfer, sell, or dispose of all or any portion of its
interest as a Limited Partner, or solicit offers to buy all or any portion of
its partnership interest in any manner from or otherwise approach or negotiate
in respect thereof with any person or persons whomsoever, which would violate or
cause the Partnership or the General Partner to violate applicable federal and
state securities laws.

     21. Partner Liability. Each Partner's personal liability shall be limited
to the fullest extent permitted under the Texas Act and other applicable law.
Without limiting the generality of the foregoing, a Partner shall not be
personally liable for any indebtedness, liability or obligation of the
Partnership or for the repayment of any Capital Contribution of any other
Partner.

     22. Indemnity. To the fullest extent permitted by the Texas Act, the
Partnership shall indemnify and hold harmless the Partners from and against any
losses, claims, damages, expenses or liabilities incurred by it by reason of any
act performed by it for and on behalf of the Partnership and in furtherance of
the Partnership's best interests (the "Costs"), including, but not limited to
such Costs incurred by reason of a Proceeding (as defined in the Texas Act),
which Costs the Partnership shall pay to the Partner in advance of a final
disposition of a Proceeding, provided, the Partnership receives a written
affirmation by the Partner of the Partner's good faith


                                       8


belief that the Partner has met the standard of conduct necessary for payment of
such Costs under the Texas Act.

     23. Notices. All notices or other communications hereunder shall be in
writing and shall be sent by registered or certified mail, return receipt
requested, addressed to the recipient at his or its address as set forth on the
first page of this Agreement.

     24. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.

     25. Capitalized Terms. All capitalized terms not otherwise defined herein
shall have the meaning ascribed to such terms in the Texas Act.

     26. Applicable Law. This Agreement and the rights of the parties hereunder
shall be interpreted, construed and enforced in accordance with the laws of the
State of Texas.

     27. Interpretation. When the context in which words are used in this
Agreement indicates that such is the intent, words in the singular shall include
the plural and vice versa, and words in the masculine gender shall include the
feminine and neuter genders and vice versa.

     28. Headings. The headings used in this Agreement are for convenience only
and do not constitute substantive matter to be considered in construing its
terms.

     29. Severability of Invalid Provisions. The presence in the text of this
Agreement of any clause, sentence, provision, paragraph or article held to be
invalid, illegal or ineffective by a court of competent jurisdiction shall not
impair, invalidate or nullify the remainder of this Agreement. The effect of
such holding shall be confined to the portion so held invalid, which provision
shall be modified so as to be given the maximum effect permitted by applicable
law.

     30. Modification. This Agreement contains the entire understanding of the
parties and may not be modified, amended or terminated, except in accordance
with its terms or by an instrument in writing signed by all of the parties then
subject to its terms.

     31. Waivers. All or any part of any provision of this Agreement may be
waived in writing by all of the parties.

     32. Counterparts. This Agreement may be executed in several counterparts,
and all such executed counterparts shall constitute one and the same agreement,
binding on all of the parties hereto, notwithstanding that all of the parties
are not signatory to the original or the same counterpart.


                                        9



          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                        GAMESTOP OF TEXAS (GP), LLC
                                           General Partner


                                        By:
                                            ------------------------------------
                                            David W. Carlson
                                            Chief Financial Officer


                                        GAMESTOP (LP), LLC
                                           Limited Partner


                                        By:
                                            ------------------------------------
                                            Cathy Preston
                                            President


                                       10

                                                                     Exhibit 3.8

              Certificate of Incorporation of GameStop Brands, Inc.



                          CERTIFICATE OF INCORPORATION

                                       OF

                              GAMESTOP BRANDS, INC.

                                   ----------

                         PURSUANT TO SECTION 102 OF THE
                        DELAWARE GENERAL CORPORATION LAW

                                   ----------

          I, the undersigned, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, do hereby certify as follows:

          1. The name of the corporation is GameStop Brands, Inc. (hereinafter
called the "Corporation").

          2. The registered office of the Corporation is to be located at 615 S.
Dupont Highway, City of Dover, County of Kent, State of Delaware. The name of
its registered agent at that address is Capitol Services, Inc.

          3. The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware.

          4. The total number of shares of capital stock which the Corporation
shall have the authority to issue is two hundred (200) shares of common stock,
with $0.01 par value per share.

          5. The name and address of the sole incorporator is:



     Name                  Address
     ----                  -------
              
Kevin A. Carey   Bryan Cave LLP
                 1290 Avenue of the Americas
                 New York, New York 10104


          6. The following provisions are inserted for the management of the
business and for 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:

                                                         State of Delaware
                                                         Secretary of State
                                                      Division of Corporations
                                                   Delivered 03:20 PM 05/21/2004
                                                     FILED 02:49 PM 05/21/2004
                                                    SRV 040377188 - 3806392 FILE



               (a) The number of directors of the Corporation shall be such is
from time to time fixed by, or in the manner provided in the by-laws. Election
of directors need not be by ballot unless the by-laws so provide.

               (b) The Board of Directors shall have power without the assent or
vote of the stockholders to make, alter, amend, change, add to or repeal the
by-laws of the Corporation as provided in the by-laws of the Corporation; to fix
and vary the amount to be reserved for any proper purpose; to authorize and
cause to be executed mortgages and liens upon all or any part of the property of
the Corporation; to determine the use and disposition of any surplus or net
profits; and to fix the times for the declaration and payment of dividends.

               (c) The directors in their discretion may submit any contract or
act for approval or ratification at any annual meeting of the stockholders or at
any meeting of the stockholders called for the purpose of considering any such
act or contract, and any contract or act that shall be approved or be ratified,
by the vote of the holders of a majority of the stock of the Corporation which
is represented in person or by proxy at such meeting and entitled to vote
thereat (provided that a lawful quorum of stockholders be there represented in
person or by proxy) shall be as valid and binding upon the Corporation and upon
all the stockholders as though it had been approved or ratified by every
stockholder of the Corporation, whether or not the contract or act would
otherwise be open to legal attack because of directors' interest, or for any
other reason.

               (d) In addition to the powers and authorities 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
statutes of Delaware, of this certificate, and to any by-laws from time to time
made by the stockholders, provided, however, that no by-law so made shall
invalidate any prior act of the directors which would have been valid if such
by-law had not been made.


                                        2


          7. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit. If the General Corporation Law of the State of
Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended. Any repeal or modification of this provision shall be prospective only
and shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.

          8. The Corporation, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware, as the same may be amended
and supplemented, may indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities or other matter referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person


                                        3



          IN WITNESS WHEREOF, I hereunto sign my name this 21st day of May,
2004.


                                        /s/ Kevin A. Carey
                                        ----------------------------------------
                                        Kevin A. Carey, Incorporator


                                        4

                                                                     Exhibit 3.9

                   Certificate of Amendment of Certificate of
                     Incorporation of GameStop Brands, Inc.



            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                       OF

                              GAMESTOP BRANDS, INC.

It is hereby certified that:

          1. The name of the corporation (hereinafter called the "corporation")
is GameStop Brands, Inc.

          2. The certificate of incorporation of the corporation is hereby
amended by striking out Article 4. thereof and by substituting in lieu of said
Article the following new Article:

          "4. The total number of shares of capital stock which the Corporation
shall have the authority to issue is one thousand (1,000) shares of common
stock, with $0.01 par value per share."

          3. The amendment of the certificate of incorporation herein certified
has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

Signed on June 4, 2004.


                                        /s/ David W. Carlson
                                        ----------------------------------------
                                        David W. Carlson, President

      STATE OF DELAWARE
      SECRETARY OF STATE
   DIVISION OF CORPORATIONS
DELIVERED 06:42 PM 06/04/2004
  FILED  06:42 PM 06/04/2004
 SRV 040418464 - 3806392 FILE

                                                                    Exhibit 3.10

                         Bylaws of GameStop Brands, Inc.



                                     BY-LAWS

                                       OF

                              GAMESTOP BRANDS, INC.

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

          Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Dover, County of Kent, State of Delaware.

          Section 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.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Minnesota, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

          Section 2. Annual Meetings. The Annual Meeting of Stockholders shall
be held within five months after the close of the fiscal year of the
Corporation, at which meeting the stockholders shall elect by a plurality vote a
Board of Directors, and transact such other business as may properly be brought
before the meeting. Written notice of the Annual Meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than fifty days before the date of the
meeting.

          Section 3. Special Meetings. Unless otherwise prescribed by law or by
the Certificate of Incorporation, Special Meetings of Stockholders, for any
purpose or purposes, may be called by either (i) the Chairman, if there be one,
or (ii) the President and shall be called by any such officer at the request in
writing of a majority of the Board of Directors or at the request in writing of
stockholders owning a majority of the capital stock of the Corporation issued
and outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. Written notice of a Special Meeting stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called shall be given not less than ten nor more than fifty days
before the date of the meeting to each stockholder entitled to vote at such
meeting.

          Section 4. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum



at all meetings of the stockholders for the transaction of business. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to 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 noticed. If the 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 entitled to vote at the meeting.

          Section 5. Voting. Unless otherwise required by law, the Certificate
of Incorporation or these By-Laws, any question brought before any meeting of
stockholders, other than the election of directors, shall be decided by the vote
of the holders of a majority of the stock represented and entitled to vote
thereat. Each stockholder represented at a meeting of stockholders shall be
entitled to cast one vote for each share of the capital stock entitled to vote
thereat held by such stockholder. Such votes may be cast in person or by proxy
but no proxy shall be voted on or after three years from its date, unless such
proxy provides for a longer period. The Board of Directors, in its discretion,
or the officer of the Corporation presiding at a meeting of stockholders, in his
discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

          Section 6. Consent of Stockholders in Lieu of Meeting. Unless
otherwise provided in the Certificate of Incorporation, any action required or
permitted to be taken at any Annual or Special Meeting of Stockholders of the
Corporation, may be taken without a meeting, without prior written notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of the 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.

          Section 7. List of Stockholders Entitled to Vote. The officer of the
Corporation 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 and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Corporation who is
present.

          Section 8. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 7 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.


                                        2


                                   ARTICLE III

                                    DIRECTORS

          Section 1. Number and Election of Directors. The Board of Directors of
the Corporation shall consist of no less than one (1) but no more than eleven
(11) directors unless and until otherwise determined by vote of a majority of
the entire Board of Directors. Except as provided in Section 2 of this Article,
all directors shall be elected by a plurality of the votes cast at Annual
Meetings of Stockholders, and each director so elected shall hold office until
the next Annual Meeting and until his successor is duly elected and qualified,
or until his earlier resignation or removal. Any director may resign at any time
upon notice to the Corporation. Directors need not be stockholders.

          Section 2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and
qualified, or until their earlier resignation or removal.

          Section 3. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which 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 Incorporation or these By-Laws directed
or required to be exercised or done by the stockholders.

          Section 4. Meetings. The Board of Directors of the Corporation may
hold meeting, both regular and special, either within or without the State of
Minnesota. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman of the Board or the President. Notice thereof stating the place,
date and hour of the meeting shall be given to each director either by mail not
less than forty-eight (48) hours before the date of the meeting, by telephone or
telegram on twenty-four (24) hours notice, or on such shorter notice as the
person or persons calling such meeting may deem necessary or appropriate in the
circumstances.

          Section 5. Quorum. Except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these By-Laws, at all meetings of the
Board of Directors, a majority of the entire Board of Directors shall constitute
a quorum for the transaction of business and the act 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. 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.

          Section 6. Actions of Board. Unless otherwise provided by the
Certificate of Incorporation or these By-Laws, 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 the


                                        3



members of the Board of Directors 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 of Directors or committee.

          Section 7. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these By-Laws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 7 shall constitute
presence in person at such meeting.

          Section 8. Committees. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
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 of
any absent or disqualified member. Any committee, to the extent allowed by law
and provided in the resolution establishing such committee, shall have and may
execute all the powers and authority of the Board of Directors in the management
of the business and affairs of the Corporation. Each committee shall keep
regular minutes and report to the Board of Directors when required.

          Section 9. Compensation. 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.

          Section 10. Interested Directors. No contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or


                                        4



transaction is specifically approved in good faith by vote of the stockholders;
or (iii) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof or the stockholders. Common or interested directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.

                                   ARTICLE IV

                                    OFFICERS

          Section 1. General. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President and a Secretary. The Board of
Directors, in its discretion, may also choose a Chairman of the Board of
Directors (who must be a director) and one or more Chairman's, Vice-Presidents,
Assistant Secretaries, Assistant Treasurers and other officers. Any number of
offices may be held by the same person, unless otherwise prohibited by law, the
Certificate of Incorporation or these By-Laws. The officers of the Corporation
need not be stockholders of the Corporation nor, except in the case of the
Chairman of the Board of Directors, need such officers be directors of the
Corporation.

          Section 2. Election. The Board of Directors at its first meeting held
after each Annual Meeting of Stockholders shall elect the officers of the
Corporation 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 of Directors; and all officers of the Corporation shall hold office until
their successors are chosen and qualified, or until their earlier resignation or
removal. Any officer elected by the Board of Directors may be removed at any
time by the affirmative vote of a majority of the Board of Directors. Any
vacancy occurring in any office of the Corporation shall be filled by the Board
of Directors. The salaries of all officers of the Corporation shall be fixed by
the Board of Directors.

          Section 3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the President or any Vice-President and any
such officer may, in the name of and on behalf of the Corporation, take all such
action as any such officer may deem advisable to vote in person or by proxy at
any meeting of security holders of any corporation in which the Corporation may
own securities and at any such meeting shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as
the owner thereof, the Corporation might have exercised and possessed if
present. The Board of Directors may, by resolution, from time to time confer
like powers upon any other person or persons.

          Section 4. Chairman of the Board of Directors. The Chairman of the
Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. He shall be the Chief Executive
Officer of the Corporation, and except where by law the signature of the
President is required, the Chairman of the Board of Directors shall possess the
same power as the President to sign all contracts, certificates and other
instruments of the Corporation which may be authorized by the Board of
Directors. During the absence or disability of the President, the Chairman of
the Board of Directors shall exercise all the powers and


                                        5


discharge all the duties of the President. The Chairman of the Board of
Directors shall also perform such other duties and may exercise such other
powers as from time to time may be assigned to him by these By-Laws or by the
Board of Directors.

          Section 5. President. The President shall, subject to the control of
the Board of Directors and, if there be one, the Chairman of the Board of
Directors, have general supervision of the business of the Corporation and shall
see that all orders and resolutions of the Board of Directors are carried into
effect. The President shall execute all bonds, mortgages, contracts and other
instruments of the Corporation requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the Corporation may sign and
execute documents when so authorized by these By-Laws, the Board of Directors or
the President. In the absence or disability of the Chairman of the Board of
Directors, or if there be none, the President shall preside at all meetings of
the stockholders and the Board of Directors. If there be no Chairman of the
Board of Directors, the President shall be the Chief Executive Officer of the
Corporation. The President shall also perform such other duties and may exercise
such other powers as from time to time may be assigned to him by these By-Laws
or by the Board of Directors.

          Section 6. Vice-Presidents. At the request of the President or in his
absence or in the event of his inability or refusal to act (and if there be no
Chairman of the Board of Directors), the Vice-President or the Vice-Presidents
if there is more than one (in the order designated by the Board of Directors)
shall perform 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. Each
Vice-President shall perform such other duties and have such other powers as the
Board of Directors from time to time may prescribe. If there be no Chairman of
the Board of Directors and no Vice-President, the Board of Directors shall
designate the officer of the Corporation who, in the absence of the President or
in the event of the inability or refusal of the President to act, shall perform
the duties of the President, and when so acting, shall have all powers of and be
subject to all the restrictions upon the President.

          Section 7. Secretary. The Secretary shall attend all meetings of the
Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for the purpose; the Secretary
shall also perform like duties for the standing committees when required. The
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all meetings of the stockholders and
special meetings of the Board of Directors, and if there be no Assistant
Secretary, than either the Board of Directors or the President may choose
another officer to cause such notice to be given. The Secretary shall have
custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such 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. The Secretary
shall see that all books, reports, statements, certificates and other documents
and records required by law to be kept or filed are properly kept or filed, as
the case may be.


                                       6



          Section 8. 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. The Treasurer 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 President and 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, the Treasurer 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 9. Assistant Secretaries. Except as may be otherwise provided
in these By-Laws, Assistant Secretaries, if there by any, shall perform such
duties and have such powers as from time to time may be assigned to them by the
Board of Directors, the President, any Vice-President, if there be one, or the
Secretary, and in the absence of the Secretary or in the event of his disability
or refusal to act, shall perform the duties of the Secretary, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the Secretary.

          Section 10. Assistant Treasurers. Assistant Treasurers, if there by
any, shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice-President,
if there be one, or the Treasurer, and in the absence of the Treasurer or in the
event of his disability or refusal to act, shall perform the duties of the
Treasurer, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Treasurer. If required by the Board of Directors,
an Assistant Treasurer 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 11. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time my be assigned to them by the Board of Directors. The Board of Directors
may delegate to any other officer of the Corporation the power to choose such
other officers and to prescribe their respective duties and powers.

                                    ARTICLE V

                                      STOCK

          Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of the
Corporation (i) by the Chairman of the Board of Directors, the President or a
Vice-President and (ii) by the Treasurer or an


                                       7



Assistant Treasurer, or the Secretary or Assistant-Secretary of the Corporation,
certifying the number of shares owned by him in the Corporation.

          Section 2. Signatures. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature 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 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate 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, 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 his legal representative, to advertise the same in such manner
as the Board of Directors 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 4. Transfers. Stock of the Corporation shall be transferable
in the manner prescribed by law and in these By-Laws. Transfers of stock shall
be made on the books of the Corporation only by the person named in the
certificate or by his attorney lawfully constituted in writing and upon the
surrender of the certificate therefor, which shall be cancelled before a new
certificate shall be issued.

          Section 5. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or entitled 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, in advance,
a record date, which shall not be more than fifty days nor less than ten days
before the date of such meeting, nor more than fifty 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 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.


                                       8


                                   ARTICLE VI

                                     NOTICES

          Section 1. Notices. Whenever written notice is required by law, the
Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, such notice may be given by mail,
addressed to such director, member of a committee 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. Written notice may also be given personally
or by telegram, telex or cable.

          Section 2. Waivers of Notice. Whenever any notice is required by law,
the Certificate of Incorporation or these By-Laws, to be given to any director,
member of a committee or stockholder, 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 equivalent thereto.

                                   ARTICLE VII

                               GENERAL PROVISIONS

          Section 1. 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, and may be paid in cash, in property, or in shares of the capital
stock. 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 Board of
Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

          Section 2. Disbursements. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

          Section 3. Fiscal Year. The fiscal year of the Corporation shall be
determined by resolution of the Board of Directors.

          Section 4. 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". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.


                                       9



                                  ARTICLE VIII

                                 INDEMNIFICATION

          Section 1. Indemnification Generally. The Corporation shall, to the
fullest extent permitted by the General Corporation Law of the State of Delaware
(the "GCL"), as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto.

          Section 2. Good Faith Defined. For purposes of any determination under
this Article VIII, a person shall be deemed to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation, or, with respect to any criminal action or proceeding, to have
had no reasonable cause to believe his conduct was unlawful, if his action is
based on the records or books of account of the Corporation or another
enterprise, or on information supplied to him by the officers of the Corporation
or another enterprise in the course of their duties, or on the advice of legal
counsel for the Corporation or another enterprise or on information or records
given or reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another enterprise. The term "another
enterprise" as used in this Section 2 shall mean any other corporation or any
partnership, joint venture, trust or other enterprise of which such person is or
was serving at the request of the Corporation as a director, officer, employee
or agent. The provisions of this Section 2 shall not be deemed to be exclusive
or to limit in any way the circumstances in which a person may be deemed to have
met the applicable standard of conduct.

          Section3. Indemnification by a Court. Notwithstanding any
determination on the part of the Corporation or its agents that indemnification
of any director, officer, employee or agent is not proper, and notwithstanding
the absence of any determination, any director, officer, employee or agent may
apply to any court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under this Article VIII. The
basis of such indemnification by a court shall be a determination by such court
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standards of conduct set
forth in this Article VIII or the GCL, as the case may be. Notice of any
application for indemnification pursuant to this Section 3 shall be given to the
Corporation promptly upon the filing of such application.

          Section 4. Non-Exclusivity of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided by or granted
pursuant to this Article VIII shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any By-Law, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, it
being the policy of the Corporation that indemnification of any director,
officer, employee or agent of the Corporation or any director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise who is serving at the request of the Corporation shall be made to the
fullest extent permitted by law. The provisions of this Article VIII shall not
be deemed to preclude the indemnification of any director, officer, employee or
agent of the Corporation or any director,


                                       10



officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise who is serving at the request of the Corporation who
is not specified in this Article VIII but whom the Corporation has the power or
obligation to indemnify under the provisions of the GCL, or otherwise.

          Section 5. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power or the obligation to
indemnify him against such liability under the provisions of this Article VIII.

          Section 6. Meaning of "Corporation" for Purposes of Article VIII. For
purposes of this Article VIII, references to "the Corporation" include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article VIII with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

          Section 7. Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Section 7 shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.

                                   ARTICLE IX

                                   AMENDMENTS

          Section 1. These By-Laws may be altered, amended or repealed, in whole
or in part, or new By-Laws may be adopted by the stockholders of the Corporation
or by the Board of Directors; provided, however, that notice of such alteration,
amendment, repeal or adoption of new By-Laws be contained in the notice of such
meeting of stockholders. All such amendments must be approved by either the
holders of a majority of the outstanding capital stock entitled to vote thereon
or by a majority of the entire Board of Directors then in office.

          Section 2. Entire Board of Directors. As used in this Article IX and
in these By-Laws generally, the term "entire Board of Directors" means the total
number of directors which the Corporation would have if there were no vacancies.


                                       11

                                                                    Exhibit 3.11

  Amended and Restated Certificate of Incorporation of GameStop Holdings Corp.
                            (f/k/a GameStop Corp.).



                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 02/13/2002
                                                          020094556 - 3424654

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 GAMESTOP CORP.

     GameStop Corp., a corporation organized and existing under the laws of the
State of Delaware, pursuant to Sections 242 and 245 of the General Corporation
Law of the State of Delaware, as the same may be amended and supplemented (the
"GCL"), hereby certifies as follows;

     1. The name of this corporation is GameStop Corp. The original Certificate
of Incorporation was filed on August 10, 2001.

     2. This Amended and Restated Certificate of Incorporation restates and
amends the original Certificate of Incorporation to read in its entirety as
follows:

     "FIRST: The name of the corporation is GameStop Corp. (the "Corporation").

     SECOND: The registered office of the Corporation is to be located at 2711
Centerville Road Suite 400, City of Wilmington, County of New Castle, State of
Delaware. The name of its registered agent at that address is Corporation
Service Company.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the GCL.

     FOURTH: (a) Authorized Capital Stock. The total number of shares of stock
that the Corporation shall have authority to issue is 405,000,000 of which (i)
300,000,000 shares shall be shares of Class A Common Stock, par value $.001 per
share (the "Class A Common Stock"), (ii) 100,000,000 shares shall be shares of
Class B Common Stock, par value $.001 per share (the "Class B Common Stock")
(the Class A Common Stock and the Class B Common Stock being collectively
referred to herein as the "Common Stock"), and (iii) 5,000,000 shares shall be
shares of Preferred Stock, par value $.001 per share (the "Preferred Stock"),
issuable in one or more series as hereinafter provided. The number of authorized
shares of any class or classes of capital stock of the Corporation may be
increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the voting
power of the stock of the Corporation entitled to vote generally in the election
of directors ("Voting Stock") irrespective of the provisions of Section
242(b)(2) of the GCL or any corresponding provision hereinafter enacted.


                                       -1-


          (b) Common Stock.

               (i) Voting Rights.

                    (A) All shares of Common Stock will be identical in all
respects and will entitle the holders thereof to the same rights and privileges,
except as otherwise provided in this Amended and Restated Certificate of
Incorporation (this "Certificate of Incorporation").

                    (B) The holders of shares of Common Stock shall have the
following voting rights:

                         (1) At every meeting of the stockholders of the
Corporation every holder of Class A Common Stock shall be entitled to one vote
in person or by proxy for each share of Class A Common Stock standing in such
holder's name on the transfer books of the Corporation in connection with the
election of directors and all other matters submitted to a vote of stockholders.

                         (2) At every meeting of the stockholders of the
Corporation every holder of Class B Common Stock shall be entitled to ten votes
in person or by proxy for each share of Class B Common Stock standing in his or
her name on the transfer books of the Corporation in connection with the
election of directors and all other matters submitted to a vote of stockholders.

                         (3) Except as may be otherwise required by law or by
this Certificate of Incorporation, the holders of Class A Common Stock and Class
B Common Stock shall vote together as a single class and their votes shall be
counted and totaled together, subject to any voting rights which may be granted
to holders of Preferred Stock, on all matters submitted to a vote of
stockholders of the Corporation. Notwithstanding any other provision of this
Certificate of Incorporation to the contrary, holders of Class A Common Stock
shall not be eligible to vote on any alteration or change in the powers,
preferences, or special rights of the Class B Common Stock that would not
adversely affect the rights of the Class A Common Stock; provided that, for the
foregoing purposes, any provision for the voluntary, mandatory or other
conversion or exchange of the Class B Common Stock into or for Class A Common
Stock on a one for one basis shall be deemed not to adversely affect the rights
of the Class A Common Stock.

               (ii) Dividends and Distributions. Subject to the rights of the
holders of Preferred Stock, and subject to any other provisions of this
Certificate of Incorporation, holders of Class A Common Stock and Class B Common
Stock shall be entitled to receive such dividends and other distributions in
cash, stock of any corporation (other than Common Stock of the Corporation) or
property of the Corporation as may be declared thereon by the Board of Directors
from time to time out of assets or funds of the Corporation legally available
therefor and shall share equally on a per share basis in all such dividends and
other distributions. In the case of dividends or other distributions payable in
Common Stock, including distributions pursuant to stock splits or divisions of
Common Stock of the Corporation, only shares of Class A


                                       -2-



Common Stock shall be paid or distributed with respect to Class A Common Stock
and only shares of Class B Common Stock shall be paid or distributed with
respect to Class B Common Stock. The number of shares of Class A Common Stock
and Class B Common Stock so distributed on each share shall be equal in number.

               (iii) Conversion of Class B Common Stock.

                    (A) Prior to the date on which shares of Class B Common
Stock are transferred to the holders of shares of common stock of B&N (as
defined below) in a Tax-Free Spin-Off (as defined in paragraph (b)(iii)(B)
below), each record holder of shares of Class B Common Stock may from time to
time convert any or all of such shares into an equal number of shares of Class A
Common Stock by surrendering the certificates for such shares, accompanied by
any required tax transfer stamps and by a written notice by such record holder
to the Corporation stating that such record holder desires to convert such
shares of Class B Common Stock into the same number of shares of Class A Common
Stock and requesting that the Corporation issue all of such shares of Class A
Common Stock to each such Person (as defined below) named therein, setting forth
the number of shares of Class A Common Stock to be issued to each such Person
and the denominations in which the certificates therefor are to be issued. To
the extent permitted by law, such voluntary conversion shall be deemed to have
been effected at the close of business on the date of such surrender. For
purposes of this Certificate of Incorporation, "Person" shall mean any
individual, firm, corporation, partnership or other entity, and "B&N" shall mean
Barnes & Noble, Inc., a Delaware corporation, and all successors thereto by way
of merger, consolidation or sale of all or substantially all of its assets.

                    (B) (1) Prior to a Tax-Free Spin-Off, each share of Class B
Common Stock shall automatically convert into one share of Class A Common Stock
upon the transfer of such share if, after such transfer, such share is not
Beneficially Owned (as defined below) by B&N or a B&N Affiliate (as defined in
paragraph (b)(iii)(D) below). Shares of Class B Common Stock shall not convert
into shares of Class A Common Stock (x) in any transfer effected in connection
with a distribution of Class B Common Stock as a spin-off or split-off to
holders of B&N Common Stock intended to be effected on a tax-free basis under
the Internal Revenue Code of 1986, as amended from time to time for "Tax-Free
Spin-Off"), or (y) in any transfer after a Tax-Free Spin-off. For purposes of
this paragraph (b)(iii)(B), & Tax-Free Spin-Off shall be deemed to have occurred
at the time shares are first transferred to holders of B&N Common Stock
following receipt of an affidavit described in paragraph (b)(iii)(D)(3) below.
For purposes of this Certificate of Incorporation, "Beneficial Owner."
"Beneficially Own" "Beneficial Ownership" and words of similar import shall have
the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange
Act of 1934, as amended.

                         (2) Prior to a Tax-Free Spin-Off, each share of Class B
Common Stock shall automatically be converted into one share of Class A Common
Stock on the date on which the outstanding shares of Class B Common Stock
Beneficially Owned by B&N together with all B&N Affiliates represent less than
50% of the voting power represented by the aggregate number of shares of Common
Stock then outstanding entitled to vote generally in the election of directors.


                                      -3-


                         The Corporation will provide notice of any automatic
conversion of all outstanding shares of Class B Common Stock to holders of
record of the Common Stock as soon as practicable following such conversion;
provided, however, that the Corporation may satisfy such notice requirement by
providing such notice prior to such conversion. Such notice shall be provided by
mailing notice of such conversion first class postage prepaid, to each holder of
record of the Common Stock, at such holder's address as it appears on the
transfer books of the Corporation; provided, however, that no failure to give
such notice nor any defect therein shall affect the validity of the automatic
conversion of any shares of Class B Common Stock. Each such notice shall state,
as appropriate, the following: (x) the automatic conversion date; (y) that all
outstanding shares of Class B Common Stock are automatically converted; and (z)
the place or places where certificates for such shares may be surrendered in
exchange for certificates representing Class A Common Stock.

                         (3) Immediately upon the conversion of shares of Class
B Common Stock into shares of Class A Common Stock, the rights of the holders of
shares of Class B Common Stock as such shall cease and such holders shall be
treated for all purposes as having become the record owners of the shares of
Class A Common Stock into which such shares of Class B Common Stock shall have
been converted; provided, however, that such Persons shall be entitled to
receive when paid all dividends, if any, which shall have been declared on the
Class B Common Stock as of a record date preceding the time of such conversion
and which shall be unpaid as of the time of such conversion, but the provisions
contained in paragraph (b)(iii)(F) below shall likewise apply to such dividends.

                    (C) Prior to a Tax-Free Spin-Off, holders of shares of Class
B Common Stock may (1) sell or otherwise dispose of or transfer any or all of
such shares held by them, respectively, only in connection with a transfer which
meets the qualifications of paragraph (b)(iii)(D) below, and under no other
circumstances, or (2) convert any or all of such shares into shares of Class A
Common Stock as provided in paragraph (b)(iii)(A) above. Prior to a Tax-Free
Spin-Off, no one other than transferees or successive transferees who receive
shares of Class B Common Stock in connection with a transfer which meets the
qualifications set forth in paragraph (b)(iii)(D) below, shall by virtue of the
acquisition of a certificate for shares of Class B Common Stock have the status
of an owner or holder of shares of Class B Common Stock or be recognized as such
by the Corporation or be otherwise entitled to enjoy for such transferee's own
benefit the special rights and powers of a holder of shares of Class B Common
Stock.

                    Holders of shares of Class B Common Stock may at any and all
times transfer to any Person the shares of Class A Common Stock issuable upon
conversion of such shares of Class B Common Stock, subject to compliance with
applicable laws.

                    (D) (1) Prior to a Tax-Free Spin-Off, shares of Class B
Common Stock shall be transferred on the books of the Corporation and a new
certificate therefor issued, upon presentation at the office of the Secretary of
the Corporation (or at such additional place or places as may from time to time
be designated by the Secretary of the Corporation) of the certificate for such
shares, in proper form for transfer and accompanied by all


                                      -4-



requisite stock transfer tax stamps, only if such certificate when so presented
shall also be accompanied by any one of the following:

                         (i) a certificate from B&N stating that such transfer
is to a B&N Affiliate; or

                         (ii) a certificate from B&N stating that such transfer
by a B&N Affiliate is to B&N or to any other B&N Affiliate; or

                         (iii) a certificate from B&N stating that such transfer
is to the holders of B&N Common Stock in connection with a Tax-free Spin-Off.

                    For purposes of this Certificate of Incorporation, "B&N
Affiliate" means, with respect to B&N, any Person (other than the Corporation
and any of its subsidiaries) that directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with
B&N. For purposes of this Certificate of Incorporation, "control" means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise.

                    (2) Each certificate of a record holder furnished pursuant
to this paragraph (b)(iii)(D) shall be verified as of a date not earlier than
five days prior to the date of delivery thereof, and, where such record holder
is a corporation or partnership, shall be verified by an officer of the
corporation or by a general partner of the partnership, as the case may be.

                    (3) If a record holder of shares of Class B Common Stock
shall deliver a certificate for such shares, endorsed by such holder for
transfer or accompanied by an instrument of transfer signed by him or her, to a
Person who receives such shares in connection with a transfer which does not
meet the Qualifications set forth in this paragraph (b)(iii)(D), then such
Person or any successive transferee of such certificate may treat such
endorsement or instrument as authorizing such Person on behalf of such record
holder to convert such shares in the manner above provided for the purpose of
the transfer to such Person of the shares of Class A Common Stock issuable upon
such conversion, and to give on behalf of such record holder the written notice
of conversion above required, and may convert such shares of Class B Common
Stock accordingly.

                    (4) If such shares of Class B Common Stock shall improperly
have been registered in the name of a Person not meeting the qualifications set
forth in this paragraph (b)(iii)(D) (or in the name of any successive transferee
of such certificate) and a new certificate therefor issued, such Person or
transferee shall surrender such new certificate for cancellation, accompanied by
the written notice of conversion above required, in which case (x) such Person
or transferee shall be deemed to have elected to treat the endorsement on (or
instrument of transfer accompanying) the certificate so delivered by such former
record holder as authorizing such Person or transferee on behalf of such former
record holder so as to convert


                                       -5-


such shares and so to give such notice, (y) the shares of Class B Common Stock
registered in the name of such former record holder shall be deemed to have
been surrendered for conversion for the purpose of the transfer to such Person
or transferee of the shares of Class A Common Stock issuable upon conversion,
and (z) the appropriate entries shall be made on the books of the Corporation to
reflect such action.

                         (5) In the event that the Board of Directors of the
Corporation (or any committee of the Board of Directors, or any officer of the
Corporation, designated for the purpose by the Board of Directors) shall
determine, upon the basis of facts not disclosed in any certificate or other
document accompanying the certificate for shares of Class B Common Stock when
presented for transfer, that such shares of Class B Common Stock have been
registered in violation of the provisions of this paragraph (b)(iii), or shall
determine that a Person is enjoying for such Person's own benefit the special
rights and powers of shares of Class B Common Stock in violation of such
provisions, then the Corporation shall take such action at law or in equity as
is appropriate under the circumstances. An unforeclosed pledge made to secure a
bona fide obligation shall not be deemed to violate such provisions. Prior to
the occurrence of a Tax-Free Spin-Off, no transfer of title to shares of Class B
Common Stock to a pledgee or other Person (other than B&N or a B&N Affiliate)
may occur without compliance with the foregoing provisions of this paragraph
(b)(iii)(D).

                    (E) Prior to the occurrence of a Tax-Free Spin-Off each
certificate for shares of Class B Common Stock shall bear a legend on the face
thereof reading as follows:

          "The shares of Class B Common Stock represented by this certificate
          may not be transferred to any person or entity in connection with a
          transfer that does not meet the qualifications set forth in paragraph
          (b)(iii)(D) of Article FOURTH of the Amended and Restated Certificate
          of Incorporation of this Corporation and no person who receives such
          shares in connection with a transfer which does not meet the
          qualifications prescribed by paragraph (b)(iii)(D) of said Article
          FOURTH is entitled to own or to be registered as the record holder of
          such shares of Class B Common Stock, but the record holder of this
          certificate may at any time convert such shares of Class B Common
          Stock into the same number of shares of Class A Common Stock. Each
          holder of this certificate, by accepting the same, accepts and agrees
          to all of the foregoing."

                    Upon and after the transfer of shares in a Tax-Free
Spin-Off, shares of Class B Common Stock shall no longer bear the legend set
forth above in this paragraph (b)(iii)(E).

                    (F) Upon any conversion of shares of Class B Common Stock
into shares of Class A Common Stock pursuant to the provisions of this paragraph
(b)(iii), any dividend which may have been declared on the shares of Class B
Common Stock so converted and for which the record date or payment date shall be
subsequent to such conversion, shall be


                                      -6-



deemed to have been declared, and shall be payable, with respect to the shares
of Class A Common Stock into which such shares of Class B Common Stock shall
have been so converted, provided that any such dividend which was declared to be
payable in shares of Class B Common Stock shall instead be deemed to have been
declared, and shall be payable, in shares of Class A Common Stock.

                    (G) The Corporation shall not reissue or resell any shares
of Class B Common Stock which shall have been converted into shares of Class A
Common Stock pursuant to or as permitted by the provisions of this paragraph
(b)(iii), or any shares of Class B Common Stock which shall have been acquired
by the Corporation in any other manner. The Corporation shall, from time to
time, take such appropriate action as may be necessary to retire such shares and
to reduce the authorized amount of Class B Common Stock accordingly.

                    The Corporation shall at all times reserve and keep
available, out of its authorized but unissued Common Stock, such number of
shares of Class A Common Stock as would become issuable upon the conversion of
all shares of Class B Common Stock then outstanding.

                    (H) In connection with any transfer or conversion of any
stock of the Corporation pursuant to or as permitted by the provisions of this
paragraph (b)(iii), or in connection with the making of any determination
referred to in this paragraph (b)(iii):

                         (1) the Corporation shall be under no obligation to
make any investigation of facts unless an officer; employee or agent of the
Corporation responsible for making such transfer or determination or issuing
Class A Common Stock pursuant to such conversion has substantial reason to
believe, or unless the Board of Directors (or a committee of the Board of
Directors designated for the purpose) determines that there is substantial
reason to believe, that any certificate or other document is incomplete or
incorrect in a material respect or that an investigation would disclose facts
upon which any determination referred to in paragraph (b)(iii)(F) above should
be made in either of which events the Corporation shall make or cause to be made
such investigation as it may deem necessary or desirable in the circumstances
and have a reasonable time to complete such investigation; and

                         (2) neither the Corporation nor any director, officer,
employee or agent of the Corporation shall be liable in any manner for any
action taken or omitted in good faith.

                    (I) The Corporation shall not be required to pay any
documentary, stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of shares of Class A Common Stock on the conversion of shares
of Class B Common Stock pursuant to this paragraph (b)(iii), and no such issue
or delivery shall be made unless and until the Person requesting, such issue has
paid to the Corporation the amount of any such tax or has established, to the
satisfaction of the Corporation, that such tax has been paid or no such tax is
due.


                                      -7-


                    (J) All rights to vote and all power (including, without
limitation, thereto, the right to elect directors) shall be vested exclusively
in the holders of Common Stock, voting together as a single class, except as
expressly provided in this Certificate of Incorporation, in a Certificate
of Designation with respect to any Preferred Stock or as otherwise expressly
required by applicable law.

                    (K) No stockholder shall be entitled to exercise any right
of cumulative voting.

               (iv) Stock Splits. Neither the shares of Class A Common Stock nor
the shares of Class B Common Stock may be reclassified, subdivided or combined
unless such reclassification, subdivision or combination occurs simultaneously
and in the same proportion for each class.

               (v) Mergers, Consolidation, Etc. In case of any consolidation,
merger, combination or other transaction in which shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, each holder of a share of Class A Common Stock shall be entitled to
receive with respect to such share the same kind and amount of shares of stock
and other securities and property (including cash) receivable upon such
consolidation, merger, combination or other transaction by a holder of a share
of Class B Common Stock and each holder of a share of Class B Common Stock shall
be entitled to receive with respect to such share the same kind and amount of
shares of stock and other securities and property (including cash) receivable
upon such consolidation, merger, combination or other transaction by a holder of
a share of Class A Common Stock. In the event that the holders of Class A Common
Stock (or of Class B Common Stock) are granted rights to elect to receive one of
two or more alternative forms of consideration, the foregoing provision shall be
deemed satisfied if holders of Class A Common Stock and holders of Class B
Common Stock are granted substantially identical election rights.

               (vi) Liquidation Rights. In the event of any dissolution,
liquidation or winding up of the affairs of the Corporation, whether voluntary
or involuntary, after payment in full of the amounts required to be paid to the
holders of Preferred Stock, the remaining assets and funds of the Corporation
shall be distributed pro rata to the holders of Common Stock, and the holders of
Class A Common Stock and the holders of Class B Common Stock will be entitled to
receive the same amount per share in respect thereof. For purposes of this
paragraph (b)(vi), the voluntary sale, conveyance, lease, exchange or transfer
(for cash, shares of stock, securities or other consideration) of all or
substantially all of the assets of the Corporation or a consolidation or merger
of the Corporation with one or more other corporations (whether or not the
Corporation is the corporation surviving such consolidation or merger) shall not
be deemed to be a liquidation, dissolution or winding up, voluntary or
involuntary.

               (vii) No Preemptive Rights. No stockholder of the Corporation
shall have any preemptive or preferential right, nor be entitled as such as a
matter of right, to subscribe for or purchase any part of any new or additional
issue of stock of the Corporation of any class or


                                       -8-



series, whether now or hereafter authorized, and whether issued for money or for
consideration other than money, or of any issue of securities convertible into
stock of the Corporation.

               (viii) No Redemption Rights. No stockholder of the Corporation
shall have any right to have the shares of Common Stock held by such holder
redeemed by the Corporation.

               (ix) Reclassification. Immediately upon the effectiveness
of this Certificate of Incorporation, without the further action of the
Corporation or the stockholders of the Corporation, each share of common stock
of the Corporation, par value $0.0l per share, issued and outstanding
immediately prior to such effectiveness shall be changed into and reclassified
as 360,090 shares of Class B Common Stock (the "Reclassification"). Promptly
after such effectiveness, each record holder of a certificate that, immediately
prior to such effectiveness, represented common stock of the Corporation, par
value $0.01 per share, shall be entitled to receive in exchange for such
certificate, upon surrender of such certificate to the Corporation, a
certificate for the number of shares of Class B Common Stock into which the
Shares of common stock represented by such certificate are reclassified in the
Reclassification. Until surrendered and exchanged in accordance therewith, each
certificate that, immediately prior to such effectiveness, represented common
stock of the Corporation, par value $0.01 per share, shall represent the number
of shares of Class B Common Stock into which the shares of common stock of the
Corporation, par value $0.01 per share, represented by such certificate are
reclassified in the Reclassification.

          (c)  Preferred Stock.

               (i) Authorization. Subject to the voting and approval procedures
set forth in the By-laws of the Corporation (the "By-laws"), the Board of
Directors is hereby expressly granted authority to authorize from time to time
in accordance with law the issue of one or more series of Preferred Stock and
with respect to any such series to fix by resolution or resolutions the numbers,
powers, designations, preferences and relative, participating, optional or other
special rights of such series and the qualifications, limitations or
restrictions thereof, including but without limiting the generality of the
foregoing, the following:

                    (A) entitling the holders thereof to cumulative,
non-cumulative or partially cumulative dividends, or to no dividends;

                    (B) entitling the holders thereof to receive dividends
payable on a parity with, junior to, or in preference to, the dividends payable
on any other class or series of capital stock of the Corporation;

                    (C) entitling the holders thereof to rights upon the
voluntary or involuntary liquidation, dissolution or winding up of, or upon any
other distribution of the assets of, the Corporation, on a parity with, junior
to or in preference to, the rights of any other class or series of capital stock
of the Corporation;


                                      -9-


                    (D) providing for the conversion, at the option of the
holder or of the Corporation or both, of the shares of Preferred Stock into
shares of any other class or classes of capital stock of the Corporation or of
any series of the same or any other class or classes or into property of the
Corporation or into the securities or properties of any other corporation or
person, including provision for adjustment of the conversion rate in such events
as the Board of Directors shall determine, or providing for no conversion;

                    (E) providing for the redemption, in whole or in part, of
the shares of Preferred Stock at the option of the Corporation or the holder
thereof, in cash, bonds or other property, at such price or prices (which amount
may vary under different conditions and at different redemption dates), within
such period or periods, and under such conditions as the Board of Directors
shall so provide, including provisions for the creation of a sinking fund for
the redemption thereof, or providing for no redemption;

                    (F) lacking voting rights or having limited voting rights or
enjoying general, special or multiple voting rights;

                    (G) specifying the number of shares constituting that series
and the distinctive designation and stated value of that series;

                    (H) specifying the limitations and restrictions, if any, to
be effective while any shares of such series are outstanding upon the payment of
dividends or the making of other distributions on, and upon the purchase,
redemption or other acquisition by the Corporation of any other class or classes
of stock of the Corporation ranking junior to the shares of such series either
as to dividends or upon liquidation, dissolution or winding-up;

                    (I) specifying the conditions or restrictions, if any, upon
the creation of indebtedness of the Corporation or upon the issuance of any
additional stock (including additional shares of such series or of any other
series or of any other class) ranking on a parity with or prior to the shares of
such series as to dividends or distributions of assets upon liquidation,
dissolution or winding-up; and

                    (J) providing for any other power, preference and relative,
participating, optional or other rights or terms, and the qualifications,
limitations or restrictions thereof, as shall not be inconsistent with
applicable law, this paragraph (c)(i) or any resolution of the Board of
Directors pursuant hereto.

          All shares of any one series of Preferred Stock shall be identical in
all respects with the other shares of such series, except that shares of any one
series of Preferred Stock issued at different times may differ as to the dates
from which dividends thereon shall be cumulative. The Board of Directors may
change the powers, designation, preferences, rights, qualifications, limitations
and restrictions of, and number of shares in, any series of Preferred Stock as
to which no shares are issued and outstanding.


                                      -10-



               (ii) Dividends. Dividends on outstanding shares of Preferred
Stock shall be paid or declared and set apart for payment before any dividends
shall be paid or declared and set apart for payment on the Common Stock with
respect to the same dividend period.

               (iii) Liquidation Rights. If upon any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the assets available
for distribution to holders of shares of Preferred Stock of all series shall be
insufficient to pay such holders the full preferential amount to which they are
entitled, then such assets shall be distributed in accordance with the
respective priorities and preferential amounts (including unpaid cumulative
dividends, if any, and interest thereon, if any) payable with respect thereto,
and among shares of any series of Preferred Stock, ratably among the shares of
such series.

     FIFTH: (a) Classification of Directors. The business and affairs of the
Corporation shall be managed by or under the direction of a Board of Directors
initially consisting of three directors, the exact number of directors to be not
less than three nor more than fifteen as determined from time to time by
resolution adopted by affirmative vote of a majority of the entire Board of
Directors. The directors shall be divided into three classes, designated Class
I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the entire
Board of Directors. Class I directors shall be elected initially for a one-year
term, Class II directors initially for a two-year term and Class III directors
initially for a three-year term. At each succeeding annual meeting of
stockholders beginning in 2003, successors to the class of directors whose term
expires at that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class elected to
fill a vacancy resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
will a decrease in the number of directors shorten the term of any incumbent
director. A director shall hold office until the annual meeting of the year in
which his term expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation or removal from office.
Any vacancy on the Board of Directors may be filled by a majority of the
directors then in office, even if less than a quorum, or by a sole remaining
director or by stockholders if such vacancy was caused by the action of
stockholders (in which event such vacancy may not be filled by the directors or
a majority thereof).

               Any director elected to fill a vacancy not resulting from an
increase in the number of directors shall have the same remaining term as that
of his predecessor.

               (b) Vacancies in the Board. Except as expressly provided in a
Certificate of Designation with respect to any Preferred Stock, newly created
directorships resulting from any increase in the number of directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the directors then in office, even if less than a quorum, or by
a sole remaining director, or by stockholders if such vacancy was caused by the
removal of a director by the action of stockholders. Any director elected in
accordance with the


                                      -11-


preceding sentence shall hold office for the remainder of the full term of the
class of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been duly elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

          (c) Removal of Directors. Subject to the rights of the holders of any
class or series of Preferred Stock to elect additional directors under specified
circumstances, any director may be removed from office only for cause upon the
affirmative vote of holders of at least 80% of the voting power of the then
outstanding Voting Stock, voting as a single class. A director may not be
removed by the stockholders at a meeting unless the notice of the meeting states
that the purpose, or one of the purposes, of the meeting is removal of the
director.

          (d) Amendment to this Article FIFTH. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 80% of the voting power of the then outstanding
Voting Stock, voting together as a single class, shall be required to amend,
repeal or adopt any provision inconsistent with this Article FIFTH.

     SIXTH: (a) (1) Except as otherwise provided by law or this Certificate of
Incorporation, and subject to any rights of holders of Preferred Stock, the
provisions of this Certificate of Incorporation shall not be modified, revised,
altered or amended, repealed or rescinded in whole or in part, without the
approval of the holders of at least a majority of the voting power of the then
outstanding Voting Stock, voting together as a single class; provided, however,
that with respect to any proposed amendment of this Certificate of Incorporation
which would alter or change the powers, preferences or special rights of the
shares of Class A Common Stock or Class B Common Stock so as to affect them
adversely, the approval of a majority of the votes entitled to be cast by the
holders of the shares affected by the proposed amendment, voting separately as a
class, shall be obtained in addition to the approval of the holders of at least
a majority (or such higher percentage as required by law or this Certificate Of
Incorporation) of the voting power of the then outstanding Voting Stock, voting
together as a single class as hereinbefore provided.

               (2) Every reference in this Certificate of Incorporation to a
majority or other proportion of shares, or a majority or other proportion of the
votes of shares, of Voting Stock, Common Stock, Class A Common Stock, or Class B
Common Stock shall refer to such majority or other proportion of the votes to
which such shares of Voting Stock, Common Stock, Class A Common Stock or Class B
Common Stock are entitled.

          (b) Subject to Article XI of the By-laws, the Board of Directors is
expressly authorized and empowered to adopt, amend or repeal the By-laws of the
Corporation; provided, however, that the By-laws adopted by the Board of
Directors under the powers hereby conferred may be amended or repealed by the
Board of Directors or by the affirmative vote of stockholders having at least
80% of the voting power of the then-outstanding Voting Stock.


                                      -12-



          (c) Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
80% of the voting power of the then outstanding Voting Stock, voting together as
a single class, shall be required to amend, repeal or adopt any provision
inconsistent with this Article SIXTH.

     SEVENTH: (a) Any corporate action required or permitted to be taken at any
annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents 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, and shall be delivered to the Corporation
(either by hand or by certified or registered mail, return receipt requested) at
its registered office in the State of Delaware or its principal place of
business, or to an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded; provided,
however, that, effective as of the date that B&N together with all B&N
Affiliates cease to Beneficially Own at least a majority of the aggregate voting
power of the then-outstanding shares of Voting Stock (such date, the "Trigger
Date"), any corporate action required or permitted to be taken at any annual or
special meeting of stockholders may taken only at a duly called annual or
special meeting of stockholders and may not be taken by written consent in lieu
of such a meeting.

          (b) Special meetings of the stockholders of the Corporation may be
called only by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of directors which the Corporation would have if
there were no vacancies on the Board or by the Chairman of the Board; provided,
that, prior to the Trigger Date, special meetings of the stockholders of the
Corporation shall also be called at the request of the holders of a majority of
the voting power of the then outstanding Voting Stock. Except as expressly
provided in the immediately preceding sentence, any power of stockholders to
call a special meeting is specifically denied.

          (c) No business other than that stated in the notice shall be
transacted at any special meeting of stockholders.

          (d) Advanced notice of the proposal of business by stockholders shall
be given in the manner provided in the Bylaws of the Corporation, as amended and
in effect from time to time.

          (e) Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of at least 80% of the
voting power of the then outstanding Voting Stock, voting together as a single
class, shall be required to amend, repeal or adopt any provision inconsistent
with this Article Seventh.

     EIGHTH: The Corporation elects not to be governed by Section 203 of the
Delaware General Corporation Law.


                                      -13-


     NINTH: Unless and except to the extent that the By-laws of the Corporation
shall so require, the election of directors of the Corporation need not be by
written ballot.

     TENTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, provided that such action is approved in the
manner, and otherwise complies with the requirements, set forth in this
Certificate of Incorporation, and all rights conferred upon stockholders herein
are granted subject to this reservation.

     ELEVENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 174 of the GCL; or (iv) for any
transaction from which the director derived an improper personal benefit. If the
GCL is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the GCL, as so amended. Any repeal or modification of this provision shall be
prospective only and shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.

     TWELFTH: The Corporation, to the fullest extent permitted by Section 145 of
the GCL, as the same may be amended and supplemented, may indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by said section, and the indemnification provided for herein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person."

     3. This Amended and Restated Certificate of Incorporation has been duly
adopted by the Board of Directors of the Corporation and consented to in writing
and authorized by the holders of all of tire issued and outstanding stock
entitled to vote thereon.


                                      -14-



     4. This Amended and Restated Certificate of Incorporation was duly adopted
in accordance with the applicable provisions of Sections 228 and 242 of the
General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, GameStop Corp. has caused this Amended and Restated
Certificate of Incorporation to be executed by an authorized officer of GameStop
Corp. as of the 12th day of February, 2002.

                                        GameStop Corp.


                                        By: /s/ R. Richard Fontaine
                                            ------------------------------------
                                        Name: R. Richard Fontaine
                                        Title: Chairman of the Board and
                                               Chief Executive Officer


                                      -15-



                                                           STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 05:30 PM 09/30/2002
                                                          020608038 - 3424654

                    CERTIFICATE OF CHANGE OF REGISTERED AGENT
                                       AND
                                REGISTERED OFFICE

Gamestop Corp., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

     That the registered office of the corporation in the state of Delaware is
hereby changed to Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle.

     That the registered agent of the corporation is hereby changed to THE
CORPORATION TRUST COMPANY, the business address of which is identical to the
aforementioned registered office as changed.

     That the changes in the registered office and registered agent of the
corporation as set forth herein were duly authorized by resolution of the Board
of Directors of the corporation.

     IN WITNESS WHEREOF, the corporation has caused this Certificate to be
signed by an authorized officer, this 30th day of September, 2002.


                                        /s/ Michael E. Jones
                                        ----------------------------------------
                                        Michael E. Jones, Vice President
                                                                 (Title)

                                                                    Exhibit 3.12

            Bylaws of GameStop Holdings Corp. (f/k/a GameStop Corp.).



                                     BY-LAWS

                                       OF

                                 GAMESTOP CORP.

                                   ARTICLE I.

                                     OFFICES

          SECTION 1. Registered Office. The registered office of GameStop Corp.
(the "Corporation") within the State of Delaware shall be established and
maintained at the location of the registered agent of the Corporation.

          SECTION 2. Other Offices. The Corporation may also have an office or
offices and keep the books and records of the Corporation, except as otherwise
may be required by law, in such other place or places, either within or without
the State of Delaware, as the Board of Directors of the Corporation (the
"Board") may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          SECTION 3. Place of Meetings. All meetings of holders of shares of
capital stock of the Corporation shall be held at the office of the Corporation
in the State of Delaware or at such other place, within or without the State of
Delaware, as may from time to time be fixed by the Board or specified or fixed
in the respective notices or waivers of notice thereof.

          SECTION 4. Annual Meetings. An annual meeting of stockholders of the
Corporation for the election of directors and for the transaction of such other
business as may properly come before the meeting (an "Annual Meeting") shall be
held at such place, on such date, and at such time as the Board shall each year
fix, which date shall be within thirteen (13) months of the last annual meeting
of stockholders or, if no such meeting has been held, the date of incorporation.

          SECTION 5. Special Meetings. Except as otherwise required by law, a
special meeting of the stockholders of the Corporation may be called at any time
by the Chairman of the Board or by the Board pursuant to a resolution adopted by
a majority of the then authorized number of directors. Any special meeting of
the stockholders shall be held on such date, at such time and at such place
within or without the State of Delaware as the Board of Directors or the officer
calling the meeting may designate. At a special meeting of the stockholders, no
business shall be transacted and no corporate action shall be taken other than
that stated in the notice of the meeting. In addition, prior to the Trigger Date
(as defined hereinafter), the Corporation shall call a special meeting of
stockholders of the Corporation promptly upon request of the holders of a
majority of the voting power of the then outstanding shares of Voting Stock (as
hereinafter



defined). As used in these By-laws "Trigger Date" means the date on which Barnes
& Noble, Inc., together with its affiliates, ceases to beneficially own at least
a majority of the aggregate voting power of the then outstanding shares of
Voting Stock; and "Voting Stock" means the outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of directors.

          SECTION 6. Notice of Meetings. Except as otherwise may be required by
law, notice of each meeting of stockholders, whether an Annual Meeting or a
special meeting, shall be in writing, shall state the purpose or purposes of the
meeting, the place, date and hour of the meeting and, unless it is an Annual
Meeting, shall indicate that the notice is being issued by or at the direction
of the person or persons calling the meeting, and a copy thereof shall be
delivered or sent by mail, not less than 10 or more than 60 days before the date
of said meeting, to each stockholder entitled to vote at such meeting. If
mailed, such notice shall be directed to such stockholder at his address as it
appears on the stock records of the Corporation, unless he shall have filed with
the Secretary of the Corporation a written request that notices to him be mailed
to some other address in which case it shall be directed to him at such other
address. Notice of an adjourned meeting need not be given if the time and place
to which the meeting is to be adjourned was announced at the meeting at which
the adjournment was taken, unless (i) the adjournment is for more than 30 days,
or (ii) the Board shall fix a new record date for such adjourned meeting after
the adjournment.

          SECTION 7. Quorum. At each meeting of stockholders of the Corporation,
the holders of shares having a majority of the voting power of the capital stock
of the Corporation issued and outstanding and entitled to vote thereat shall be
present or represented by proxy to constitute a quorum for the transaction of
business, except as otherwise provided by law. Where a separate vote by a class
or classes is required, a majority of the shares of such class or classes in
person or represented by proxy shall constitute a quorum entitled to take action
with respect to that vote on that matter.

          SECTION 8. Adjournments. In the absence of a quorum at any meeting of
stockholders or any adjournment or adjournments thereof, the Chairman of the
Board or holders of shares having a majority of the voting power of the capital
stock present or represented by proxy at the meeting may adjourn the meeting
from time to time until a quorum shall be present or represented by proxy. At
any such adjourned meeting at which a quorum shall be present or represented by
proxy, any business may be transacted which might have been transacted at the
meeting as originally called if a quorum had been present or represented by
proxy thereat.

          SECTION 9. Order of Business, (a) At any Annual Meeting, only such
business shall be conducted as shall have been brought before the Annual Meeting
(i) by or at the direction of the Board, or (ii) by any stockholder who complies
with the procedures set forth in this Section 7.

               (b) For business properly to be brought before an Annual Meeting
by a stockholder, the stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor more
than 60 days prior to the Annual Meeting; provided, however, that in the event
that less than 40


                                        2



days' notice or prior public disclosure of the date of the Annual Meeting is
given or made to stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the tenth day following the day
on which such notice of the date of the Annual Meeting was mailed or such public
disclosure was made. To be in proper written form, a stockholder's notice to the
Secretary shall set forth in writing as to each matter the stockholder proposes
to bring before the Annual Meeting: (i) a brief description of the business
desired to be brought before the Annual Meeting and the reasons for conducting
such business at the Annual Meeting; (ii) the name and address, as they appear
on the Corporation's books, of the stockholder proposing such business; (iii)
the class and number of shares of the Corporation which are beneficially owned
by the stockholder; and (iv) any material interest of the stockholder in such
business. Notwithstanding anything in these By-laws to the contrary, no business
shall be conducted at an Annual Meeting except in accordance with the procedures
set forth in this Section 7. The chairman of an Annual Meeting shall, if the
facts warrant, determine and declare to the Annual Meeting that business was not
properly brought before the Annual Meeting in accordance with the provisions of
this Section 7 and, if he should so determine, he shall so declare to the Annual
Meeting and any such business not properly brought before the Annual Meeting
shall not be transacted.

          SECTION 10. Proxies and Voting. Unless otherwise required by law, the
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation") or these By-Laws, any question brought before any meeting of
stockholders, other than the election of directors, shall be decided by the vote
of the holders of a majority of the votes of shares of capital stock represented
and entitled to vote thereat, voting as a single class. The term "Certificate of
Incorporation" as used in these By-Laws includes any Certificate of Designation
filed by the Corporation with respect to any series of preferred stock of the
Corporation. Every reference in these By-Laws to a majority or other proportion
of shares, or a majority or other proportion of the votes of shares, of capital
stock shall refer to such majority or other proportion of the votes to which
such shares of capital stock are entitled as provided in the Certificate of
Incorporation. At any meeting of the stockholders, every stockholder entitled to
vote may vote in person or by proxy authorized by an instrument in writing or by
a transmission permitted by law filed in accordance with the procedure
established for the meeting. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created pursuant to this
Section 8 may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission. All voting, including on the election of directors but
excepting where otherwise required by law, may be by a voice vote; provided,
however, that upon demand therefore by a stockholder entitled to vote or by his
or her proxy, a stock vote shall be taken. Every stock vote shall be taken by
ballots, each of which shall state the name of the stockholder or proxy voting
and such other information as may be required under the procedure established
for the meeting.

          SECTION 11. Inspectors. For each election of directors by the
stockholders and in any other case in which it shall be advisable, in the
opinion of the Board, that the voting upon any matter shall be conducted by
inspectors of election, the Board shall appoint an inspector or inspectors of
election. If, for any such election of directors or the voting upon any such
other matter, any inspector appointed by the Board shall be unwilling or unable
to serve, or if the


                                        3



Board shall fail to appoint inspectors, the chairman of the meeting shall
appoint the necessary inspector or inspectors. The inspector(s) so appointed,
before entering upon the discharge of their duties, shall be sworn faithfully to
execute the duties of inspectors with strict impartiality, and according to the
best of their ability, and the oath so taken shall be subscribed by them. Such
inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each of the shares represented
at the meeting, the existence of a quorum, and the validity and effect of
proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all stockholders.
On request of the chairman of the meeting or any stockholder entitled to vote
thereat, the inspectors shall make a report in writing of any challenge,
question or matter determined by them and shall execute a certificate of any
fact found by them. No director or candidate for the office of director shall
act as an inspector of election of directors. Inspectors need not be
stockholders.

          SECTION 12. Consent of Stockholders in Lieu of Meeting. Any action
required to be taken at any Annual Meeting or special meeting of stockholders of
the Corporation, or any action which may be taken at any Annual Meeting or
special meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents 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 and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or an officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded; provided, however, that,
effective as of the Trigger Date, any corporate action required or permitted to
be taken at any annual or special meeting of stockholders may be taken only at a
duly called annual or special meeting of stockholders and may not be taken by
written consent in lieu of such a meeting. Delivery made to the Corporation's
registered office shall be made by hand or by certified or registered mail,
return receipt requested.

          Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the date the earliest dated consent is delivered to the Corporation, a written
consent or consents signed by a sufficient number of holders to take action are
delivered to the Corporation in the manner prescribed in the first paragraph of
this Section.

                                  ARTICLE III.

                                    DIRECTORS

          SECTION 13. Powers. The business of the Corporation shall be managed
under the direction of the Board. The Board may, except as otherwise required by
law, exercise all such powers and do all such acts and things as may be
exercised or done by the Corporation, including, without limiting the generality
of the foregoing, the unqualified power:

               (1) To declare dividends from time to time in accordance with
law;


                                        4



               (2) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;

               (3) To authorize the creation, making and issuance, in such form
as it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;

               (4) To remove any officer of the Corporation with or without
cause, and from time to time to devolve the powers and duties of any officer
upon any other person for the time being;

               (5) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and agents;

               (6) To adopt from time to time such stock, option, stock
purchase, bonus or other compensation plans for directors, officers, employees
and agents of the Corporation and its subsidiaries as it may determine;

               (7) To adopt from time to time such insurance, retirement, and
other benefit plans for directors, officers, employees and agents of the
Corporation and its subsidiaries as it may determine; and

               (8) To adopt from time to time regulations, not inconsistent with
these By-laws, for the management of the Corporation's business and affairs.

          SECTION 14. Terms and Vacancies. The authorized number of directors of
the Corporation shall be fixed in accordance with the Certificate of
Incorporation. The Board of Directors shall be divided into three classes,
designated Class I, Class II and Class III, as provided in the Certificate of
Incorporation. At each Annual Meeting, the successors of the class of directors
whose term expires at the Annual Meeting shall be elected to hold office for a
term expiring at the Annual Meeting held in the third year following the year of
their election. No decrease in the number of directors constituting the Board
shall shorten the term of any incumbent director.

          SECTION 15. Nominations of Directors; Election. Nominations for the
election of directors may be made by the Board or a committee appointed by the
Board, or by any stockholder entitled to vote generally in the election of
directors who complies with the procedures set forth in this Section 3.
Directors shall be at least 21 years of age. Directors need not be stockholders.
At each meeting of stockholders for the election of directors at which a quorum
is present, the persons receiving a plurality of the votes cast shall be elected
directors. All nominations by stockholders shall be made pursuant to timely
notice in proper written form to the Secretary of the Corporation. To be timely,
a stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 30 days nor more
than 60 days prior to the meeting; provided, however, that in the event that
less than 40 days' notice or prior public disclosure of the date of the meeting
is given or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the tenth day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. To be in proper written form, such


                                        5



stockholder's notice shall set forth in writing (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended, including, without limitation, such person's written consent to
being a nominee and to serving as a director if elected; and (ii) as to the
stockholder giving the notice, the (x) name and address, as they appear on the
Corporation's books, of such stockholder and (y) the class and number of shares
of the Corporation which are beneficially owned by such stockholder. At the
request of the Board, any person nominated by the Board for election as a
director shall furnish to the Secretary of the Corporation the information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee.

          SECTION 16. Place of Meetings. The Board may hold meetings, both
regular and special, at the Corporation's office in the State of Delaware or at
such other places in or outside of the State of Delaware, as the Board may from
time to time determine or as shall be specified or fixed in the notice or waiver
of notice of any such meeting.

          SECTION 17. Regular Meetings. Regular meetings of the Board shall be
held in accordance with a yearly meeting schedule as determined by the Board; or
such meetings maybe held on such other days and at such other times as the Board
may from time to time determine.

          SECTION 18. Special Meetings. Special meetings of the Board may be
called by a majority of the directors then in office (rounded up to the nearest
whole number) or by the Chairman of the Board and shall be held at such place,
on such date, and at such time as they or he shall fix.

          SECTION 19. Notice of Meetings. Notice of each special meeting of the
Board stating the time, place and purposes thereof, shall be (i) mailed to each
director not less than five days prior to the meeting, addressed to him at his
residence or usual place of business, or (ii) shall be sent to him by facsimile,
telex, cable or telegram so addressed, or shall be given personally or by
telephone, on 24 hours' notice.

          SECTION 20. Quorum and Manner of Acting. The presence of at least a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business at any meeting of the
Board. If a quorum shall not be present at any meeting of the Board, a majority
of 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. Except where a different vote is required or permitted by law or these
By-laws or otherwise, the act of a majority of the directors present at any
meeting at which a quorum shall be present shall be the act of the Board. Any
action required or permitted to be taken by the Board may be taken without a
meeting if all the directors consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
directors shall be filed with the minutes of the proceedings of the Board. Any
one or more directors may participate in any meeting of the Board by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall be deemed to constitute presence in person at a meeting of
the Board.


                                        6



          SECTION 21. Resignation. Any director may resign at any time by giving
written notice to the Corporation; provided, however, that written notice to the
Board, the Chairman of the Board, the President of the Corporation or the
Secretary of the Corporation shall be deemed to constitute notice to the
Corporation. Such resignation shall take effect upon receipt of such notice or
at any later time specified therein and, unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective.

          SECTION 22. Compensation of Directors. The Board may provide for the
payment to any of the directors of a specified amount for services as director
or member of a committee of the Board, or of a specified amount for attendance
at each regular or special Board meeting or committee meeting, or of both, and
all directors shall be reimbursed for expenses of attendance at any such
meeting; provided, however, that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV.

                             COMMITTEES OF THE BOARD

          SECTION 23. Appointment and Powers of Executive Committee. The Board
may, by resolution adopted by the affirmative vote of a majority of the
authorized number of directors, designate an Executive Committee of the Board,
which shall consist of such number of members as the Board shall determine. Any
committee so designated may exercise the power and authority of the Board to
declare dividends, to authorize the issuance of stock or to adopt a certificate
of ownership and merger pursuant to Section 253 of the Delaware General
Corporation Law if the resolution that designates the committee or a
supplemental resolution of the Board shall so provide. Except as provided by
Delaware law, during the interval between the meetings of the Board, the
Executive Committee shall possess and may exercise all the powers of the Board
in the management and direction of all the business and affairs of the
Corporation (except the matters hereinafter assigned to any other Committee of
the Board), in such manner as the Executive Committee shall deem in the best
interests of the Corporation in all cases in which specific directions shall not
have been given by the Board. The Executive Committee may determine its manner
of acting and fix the time and place of its meetings, unless the Board shall
otherwise provide. A majority of the members of the Executive Committee shall
constitute a quorum for the transaction of business by the committee and the act
of a majority of the members of the committee present at a meeting at which a
quorum shall be present shall be the act of the committee. Either the Chairman
of the Board or the Chairman of the Executive Committee may call the meetings of
the Executive Committee.

          SECTION 24. Appointment and Powers of Audit Committee. The Board may,
by resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate an Audit Committee of the Board, which shall
consist of such number of members as the Board shall determine. The Audit
Committee shall (i) make recommendations to the Board as to the independent
accountants to be appointed by the Board; (ii) review with the independent
accountants the scope of their examinations; (iii) receive the reports of the
independent accountants and meet with representatives of such accountants for
the purpose of reviewing and considering questions relating to their examination
and such reports; (iv) review, either directly


                                        7



or through the independent accountants, the internal accounting and auditing
procedures of the Corporation; (v) review related party transactions and (vi)
perform such other functions as may be assigned to it from time to time by the
Board. The Audit Committee may determine its manner of acting and fix the time
and place of its meetings, unless the Board shall otherwise provide. A majority
of the members of the Audit Committee shall constitute a quorum for the
transaction of business by the committee and the act of a majority of the
members of the committee present at a meeting at which a quorum shall be present
shall be the act of the committee.

          SECTION 25. Compensation Committee; Other Committees. The Board may,
by resolution adopted by the affirmative vote of a majority of the authorized
number of directors, designate members of the Board to constitute a Compensation
Committee and such other committees of the Board as the Board may determine.
Such committees shall in each case consist of such number of directors as the
Board may determine, and shall have and may exercise, to the extent permitted by
law, such powers as the Board may delegate to them in the respective resolutions
appointing them. Each such committee may determine its manner of acting and fix
the time and place of its meetings, unless the Board shall otherwise provide. A
majority of the members of any such committee shall constitute a quorum for the
transaction of business by the committee and the act of a majority of the
members of such committee present at a meeting at which a quorum shall be
present shall be the act of the committee.

          SECTION 26. Action by Consent; Participation by Telephone or Similar
Equipment. Unless the Board shall otherwise provide, any action required or
permitted to be taken by any committee may be taken without a meeting if all
members of the committee consent in writing to the adoption of a resolution
authorizing the action. The resolution and the written consents thereto by the
members of the committee shall be filed with the minutes of the proceedings of
the committee. Unless the Board shall otherwise provide, any one or more members
of any such committee may participate in any meeting of the committee by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation by
such means shall constitute presence in person at a meeting of the committee.

          SECTION 27. Changes in Committees; Resignations; Removals. The Board
shall have power, by the affirmative vote of a majority of the authorized number
of directors, at any time to change the members of, to fill vacancies in, and to
discharge any committee of the Board. Any member of any such committee may
resign at any time by giving notice to the Corporation; provided, however, that
notice to the Board, the Chairman of the Board, the President of the
Corporation, the chairman of such committee or the Secretary of the Corporation
shall be deemed to constitute notice to the Corporation. Such resignation shall
take effect upon receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, acceptance of such resignation shall
not be necessary to make it effective. Any member of any such committee may be
removed at any time, either with or without cause, by the affirmative vote of a
majority of the authorized number of directors at any meeting of the Board
called for that purpose.

                                   ARTICLE V.


                                        8



                                    OFFICERS

          SECTION 28. Number and Qualification. The Corporation shall have such
officers as may be necessary or desirable for the business of the Corporation.
The officers of the Corporation shall consist of a Chairman of the Board, a
President, one or more Vice Presidents, a Secretary, a Treasurer and such other
officers as may from time to time be appointed by the Board. Officers shall be
elected by the Board, which shall consider that subject at its first meeting
after every Annual Meeting of stockholders. Each officer shall hold office until
his or her successor is elected and qualified or until his or her earlier
resignation or removal. Any number of offices may be held by the same person.
The failure to elect a Chairman of the Board, President, Vice President,
Secretary or Treasurer shall not affect the existence of the Corporation.

          SECTION 29. Chairman of the Board. The Chairman of the Board shall be
the chief executive officer of the Corporation, shall have general and active
responsibility for the management of the business of the Corporation and shall
be responsible for implementing all orders and resolutions of the Board. The
Chairman of the Board shall also be a director and shall preside at all meetings
of the stockholders and directors.

          SECTION 30. President. The President shall be the chief operating
officer of the Corporation and shall supervise the daily operations of the
business of the Corporation. Subject to the provisions of these By-laws and to
the direction of the Board, he or she shall perform all duties and have all
powers which are commonly incident to the office of President or which are
delegated to him or her by the Board. He or she shall have power to sign all
stock certificates, contracts and other instruments of the Corporation which are
authorized and shall have general supervision and direction of all of the other
officers, employees and agents of the Corporation.

          SECTION 31. Vice President. Each Vice President shall have such powers
and duties as may be delegated to him or her by the Board. One Vice President
shall be designated by the Board to perform the duties and exercise the powers
of the President in the event of the President's absence or disability.

          SECTION 32. Treasurer. The Treasurer shall have the responsibility for
maintaining the financial records of the Corporation. He or she shall make such
disbursements of the funds of the Corporation as are authorized and shall render
from time to time an account of all such transactions and of the financial
condition of the Corporation. The Treasurer shall also perform such other duties
as the Board may from time to time prescribe.

          SECTION 33. Secretary. The Secretary shall issue all authorized
notices for, and shall keep minutes of, all meetings of the stockholders and the
Board. He or she shall have charge of the corporate books and shall perform such
other duties as the Board may from time to time prescribe.

          SECTION 34. Delegation of Authority. The Board may from time to time
delegate the powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.


                                        9



          SECTION 35. Removal. Any officer of the Corporation may be removed at
any time, with or without cause, by the Board.

          SECTION 36. Resignations. Any officer may resign at any time by giving
written notice to the Corporation; provided, however, that notice to the Board,
Chairman of the Board, the President or the Secretary shall be deemed to
constitute notice to the Corporation. Such resignation shall take effect upon
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

          SECTION 37. Vacancies. Any vacancy among the officers, whether caused
by death, resignation, removal or any other cause, shall be filled in the manner
prescribed for election or appointment to such office.

          SECTION 38. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board, the Chairman of the Board or any officer
of the Corporation authorized by the Chairman of the Board shall have power to
vote and otherwise act on behalf of the Corporation, in person or by proxy, at
any meeting of stockholders of or with respect to any action of stockholders of
any other corporation in which this Corporation may hold securities and
otherwise to exercise any and all rights and powers which this Corporation may
possess by reason of its ownership of securities in such other corporation.

          SECTION 39. Bonds of Officers. If required by the Board, any officer
of the Corporation shall give a bond for the faithful discharge of his duties in
such amount and with such surety or sureties as the Board may require.

          SECTION 40. Compensation. The salaries of the officers shall be fixed
from time to time by the Board, unless and until the Board appoints a
Compensation Committee.

          SECTION 41. Officers of Operating Companies or Divisions. The Chairman
of the Board shall have the power to appoint, remove and prescribe the terms of
office, responsibilities, duties and salaries of, the officers of the operating
companies or divisions, other than those who are officers of the Corporation.

                                   ARTICLE VI.

                    CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.

          SECTION 42. Contracts. The Board may authorize any officer or
officers, agent or agents, in the name and on behalf of the Corporation, to
enter into any contract or to execute and deliver any instrument, which
authorization may be general or confined to specific instances; and, unless so
authorized by the Board, no officer, agent or employee shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or for any amount.

          SECTION 43. Checks, etc. All checks, drafts, bills of exchange or
other orders for the payment of money out of the funds of the Corporation, and
all notes or other evidences of indebtedness of the Corporation, shall be signed
in the name and on behalf of the Corporation in


                                       10



such manner as shall from time to time be authorized by the Board, which
authorization may be general or confined to specific instances.

          SECTION 44. Loans. No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized by the Board, which authorization may be general or confined to
specific instances. All bonds, debentures, notes and other obligations or
evidences of indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board shall authorize.

          SECTION 45. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositors as may be selected by or in
the manner designated by the Board. The Board or its designees may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of the Certificate of Incorporation or these
By-laws, as them may deem advisable.

                                  ARTICLE VII.

                                  CAPITAL STOCK

          SECTION 46. Certificates of Stock. Each stockholder shall be entitled
to a certificate signed by, or in the name of the Corporation by, the Chairman
of the Board, President or a Vice President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the
number of shares owned by him or her. Any or all of the signatures on the
certificate may be by facsimile.

          SECTION 47. Stock List. A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in his or her name, shall be open to the examination of any
such stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) 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 stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the identity
of the stockholders entitled to vote at the meeting and the number of shares
held by each of them.

          SECTION 48. Transfers of Stock. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 5
of Article VII of these By-laws, an outstanding certificate for the number of
shares involved shall be surrendered for cancellation before a new certificate
is issued therefor.

          SECTION 49. Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders, or to receive payment


                                       11




of any dividend or other distribution or allotment of any rights or 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 may fix a record date, which
record date shall not precede the date on which the resolution fixing the record
date is adopted and which record date shall not be more than sixty (60) nor less
than ten (10) days before the date of any meeting of stockholders, nor more than
sixty (60) days prior to the time for such other action as hereinbefore
described; provided, however, that if no record date is fixed by the Board, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the day next preceding the day on which the meeting is held, and,
for determining stockholders entitled to receive payment of any dividend or
other distribution or allotment of rights or to exercise any rights of change,
conversion or exchange of stock or for any other purpose, the record date shall
be at the close of business on the day on which the Board adopts a resolution
relating thereto.

          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 may fix a new record date for the adjourned
meeting.

          In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board may fix a
record date, which shall not precede the date upon which the resolution fixing
the record date is adopted by the Board, and which record date shall be not more
than ten (10) days after the date upon which the resolution fixing the record
date is adopted. Any stockholder of record seeking to have the stockholders
authorize or take corporate action by written consent shall, by written notice
to the Secretary, request the Board to fix a record date. The Board shall
promptly, but in all events within 10 days after the date on which such a
request is received, adopt a resolution fixing the record date. If no record
date has been fixed by the Board and no prior action by the Board is required by
the Delaware General Corporation Law, the record date shall be the first date
on which a signed written consent setting forth the action taken or proposed to
be taken is delivered to the Corporation in the manner prescribed by Article II,
Section 10 hereof. If no record date has been fixed by the Board and prior
action by the Board is required by the Delaware General Corporation Law with
respect to the proposed action by written consent of the stockholders, the
record date for determining stockholders entitled to consent to corporate action
in writing shall be at the close of business on the day on which the Board
adopts the resolution taking such prior action.

          SECTION 50. Lost, Stolen or Destroyed Certificates. In the event of
the loss, theft or destruction of any certificate of stock, another may be
issued in its place pursuant to such regulations as the Board may establish
concerning proof of such loss, theft or destruction and concerning the giving of
satisfactory bond or bonds of indemnity.

          SECTION 51. Regulations. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board may establish.

                                  ARTICLE VIII.


                                       12



                                     NOTICES

          SECTION 52. Notices. Except as otherwise specifically provided herein
or required by law, all notices required to be given to any stockholder,
director, officer, employee or agent shall be in writing and may in every
instance be effectively given by hand delivery to the recipient thereof, by
depositing such notice in the mails, postage paid, or with a recognized
overnight delivery service or by sending such notice by prepaid telegram,
mailgram or by facsimile transmission. Any such notice shall be addressed to
such stockholder, director, officer, employee or agent at his or her last known
address as the same appears on the books of the Corporation. The time when such
notice is received, if hand delivered, or dispatched, if delivered through the
mails or by overnight delivery service, or by telegram, mailgram or facsimile,
shall be the time of the giving of the notice.

          SECTION 53. Waivers. A written waiver of any notice, signed by a
stockholder, director, officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, director, officer, employee
or agent. Neither the business nor the purpose of any meeting need be specified
in such a waiver.

                                   ARTICLE IX.

                                 MISCELLANEOUS

          SECTION 54. Facsimile Signatures. In addition to the provisions for
use of facsimile signatures elsewhere specifically authorized in these By-laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board or a committee thereof.

          SECTION 55. Corporate Seal. The Board may provide a suitable seal,
containing the name of the Corporation, which seal shall be in the charge of the
Secretary. If and when so directed by the Board or a committee thereof,
duplicates of the seal may be kept and used by the Treasurer or by an Assistant
Secretary or Assistant Treasurer.

          SECTION 56. Reliance Upon Books, Reports and Records. Each director,
each member of any committee designated by the Board, and each officer of the
Corporation shall, in the performance of his or her duties, be fully protected
in relying in good faith upon the books of account or other records of the
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees, or committees of the
Board so designated, or by any other person as to matters which such director or
committee member reasonably believes are within such other person's professional
or expert competence and who has been selected with reasonable care by or on
behalf of the Corporation.

          SECTION 57. Fiscal Year. The fiscal year of the Corporation shall be
as fixed by the Board of Directors.

          SECTION 58. Time Periods. In applying any provision of these By-laws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall


                                       13



be used, the day of the doing of the act shall be excluded, and the day of the
event shall be included.

                                   ARTICLE X.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

          SECTION 59. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter, a "proceeding"), by reason of the fact that he or
she is or was a director or an officer of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter, an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent,
shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the Corporation to provide broader indemnification
rights than such law permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section 3 of this
Article X with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of the Corporation.

          SECTION 60. Right to Advancement of Expenses. The right to
indemnification conferred in Section 1 of this Article X shall include the right
to be paid by the Corporation the expenses (including attorneys' fees) incurred
in defending any such proceeding in advance of its final disposition
(hereinafter, an "advancement of expenses"); provided, however, that, if the
Delaware General Corporation Law requires, an advancement of expenses incurred
by an indemnitee in his or her capacity as a director or officer (and not in any
other capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan) shall be
made only upon delivery to the Corporation of an undertaking (hereinafter, an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter, a "final adjudication")
that such indemnitee is not entitled to be indemnified for such expenses under
this Section 2 or otherwise. The rights to indemnification and to the
advancement of expenses conferred in Sections 1 and 2 of this Article X shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.

          SECTION 61. Right of Indemnitee to Bring Suit. If a claim under
Section 1 or 2 of this Article X is not paid in foil by the Corporation within
sixty (60) days after a written claim


                                       14



has been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty
(20) days, the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the indemnitee
shall be entitled to be paid also the expense of prosecuting or defending such
suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to
enforce a right to an advancement of expenses) it shall be a defense that, and
(ii) any suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
any applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Corporation (including its Board,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the Corporation (including its Board, independent legal
counsel, or its stockholders) that the indemnitee has not met such applicable
standard of conduct, shall create a presumption that the indemnitee has not met
the applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article X or otherwise shall be on the Corporation.

          SECTION 62. Non-Exclusivity of Rights. The rights to indemnification
and to the advancement of expenses conferred in this Article X shall not be
exclusive of any other right which any person may have or hereafter acquire by
any statute, the Corporation's Certificate of Incorporation or By-laws,
agreement, vote of stockholders or disinterested directors or otherwise.

          SECTION 63. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

          SECTION 64. Indemnification of Employees and Agents of the
Corporation. The Corporation may, to the extent authorized from time to time by
the Board, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this Article X with respect to the indemnification and advancement of
expenses of directors and officers of the Corporation.

                                   ARTICLE XI.

                                   AMENDMENTS


                                       15



          These By-laws and any amendment thereof may be altered, amended or
repealed, or new By-laws may be adopted, at any meeting of the Board of
Directors; provided, however, that the By-laws adopted by the Board of Directors
may be amended or repealed at any meeting of the Board of Directors or at any
meeting of the stockholders by holders of at least 80% of the voting power of
the then outstanding shares of Voting Stock, provided that any amendment or
supplement proposed to be acted upon at any such meeting shall have been
described or referred to in the notice of such meeting or an announcement with
respect thereto shall have been made at the last previous Board meeting, and
provided further that no amendment or supplement adopted by the Board shall vary
or conflict with any amendment or supplement adopted by the stockholders.
Notwithstanding the preceding sentence, the affirmative vote of holders of at
least 80% of the voting power of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend or repeal, or adopt any
provisions inconsistent with, Section 3, Section 7 or Section 10 of Article II
of these By-laws, Section 2, Section 3 or Section 8 of Article III of these
By-laws, Article X of these By-laws or this sentence.


                                       16

                                                                    Exhibit 3.13

             Articles of Incorporation of Sunrise Publications, Inc.



                            ARTICLES OF INCORPORATION
                                       OF
                           SUNRISE PUBLICATIONS, INC.

          The undersigned incorporator, being a natural person eighteen (18)
years of age of older, in order to form a corporation under Minnesota Statutes,
Chapter 3O2A, hereby adopts the following Articles of Incorporation:

                                   ARTICLE I.
                                      NAME

          1.1 The name of the Corporation is Sunrise Publications, Inc.

                                   ARTICLE II.
                           REGISTERED OFFICE AND AGENT

          2.1 The location of the registered office of this Corporation is:
10120 West 76th Street, Eden Prairie, Minnesota 55344.

          2.2 The registered agent at that address is: David R. Pomije.

                                  ARTICLE III.
                                     SHARES

          3.1 The aggregate number Of shares of stock which this Corporation
shall have the authority to issue Ten Million (10,000,000) shares.

          3.2 The Board of Directors may, from time to time, establish different
classes or series of shares and may fix the rights and preferences of said
shares in any class or series.

          3.3 The Board of Directors shall have the authority to issue shares of
a class or series to holders of shares of another class or series to effectuate
share dividends, splits, or conversion of its outstanding shares.

          3.4 Notwithstanding 3.2. and 3.3, if the corporation elects, or has
elected, to be taxed as a Subchapter "S" Corporation under the internal Revenue
Code of 1986, as amended, while such election remains in effect, preferred
shares shall not be authorized, nor shall the Board of Directors have any
authority with respect to establishing or fixing rights to any class or series
of shares that could disqualify the corporation from its status as a Subchapter
"S" Corporation.

          3.5 The par value per share shall be One Cent ($0.01).


                                      -1-



          3.6 No shareholders shall have the right to cumulate their vote for
the election of directors and there shall be no cumulative voting for any
purpose whatsoever.

          3.7 The shareholders shall not have preemptive rights to subscribe
for, purchase or acquire any shares of any class of capital stock of this
Corporation, whether unissued, or now of hereafter authorized, or any
obligations or other securities convertible into, or exchangeable for, such
shares.

          3.8 The shareholders shall take action by the affirmative vote of the
holders of fifty-one percent (51%) of the voting power of the shares present,
except where a larger proportion is required by law, by these Articles, or under
a shareholder control agreement.

                                   ARTICLE IV.
                           INCORPORATOR AND DIRECTORS

          4.1 The name and post office address of the incorporator is Barry
Lazarus, 1600 TCF Tower, 121 South Eighth Street, Minneapolis, MN 55402.

          4.2 The name and. post office address of the First. Directors are:

              David R. Pomije     10120 West 76th Street
                                  Eden Prairie, MN 55344

              Stanley A. Bodine   10120 West 76th Street
                                  Eden Prairie, MN 55344

Said Directors shall hold office for one (1) year or until a successor or
successors is/are elected.

          4.3 Provided there are no vacancies on the Board of Directors, an
action required or permitted to be taken by the Board of Directors of this
Corporation may be taken by written action signed by that number of directors
that would be required to take the same action at a meeting of the Board at
which all directors are present, except as to those matters requiring
shareholder approval, in which case the written action must be signed by all
members of the Board of Directors then in office. In the event written action is
taken by less than all of the directors of this Corporation, the Chief
Executive Officer or Chief Financial Officer shall notify all of the directors
of this Corporation of the text and effective date of such written action.

          4.4 The Shareholders may, from time to time, by a majority vote, or
the Board of Directors may, from time to time, by unanimous vote, adopt, amend
or repeal all or any of the Bylaws of the Corporation.


                                       -2-



          4.5 A quorum of the Board of Directors shall consist of the Sole
Director if there is only one member of the Board of Directors, or the presence
of not less than two of the Directors if there are two members of the Board of
Directors or, if more than two Directors, then a quorum of the Board of
Directors shall consist of the presence of not less than one-half (1/2) of the
Directors then in office; provided, however, that if one or more vacancies exist
on the Board of Directors, a quorum of the Board shall consist of all of the
members of the Board then serving.

                                   ARTICLE V.
                                MONETARY DAMAGES

          A director of this corporation shall not be liable to the corporation
or its shareholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the Minnesota Business Corporation Act as the
same exists or may hereafter be amended. Any repeal or modification of this
Article V by the shareholders of this corporation shall not adversely affect any
right or protection of the director of the corporation existing at the time of
such repeal or modification.

          IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of
October, 1994.


                                        /s/ Barry Lazarus
                                        ----------------------------------------
                                        Barry Lazarus

                                        121 50 8th street # 1600
                                        Mpla Mn 55402

                                                             STATE OF MINNESOTA
                                                             DEPARTMENT OF STATE
                                                                    FILED
                                                                 OCT 13 1994

                                        /s/ Illegible
                                        ----------------------------------------
                                        Secretary of State


                                       -3-



                          MINNESOTA SECRETARY OF STATE

(SEAL)               NOTICE OF CHANGE OF REGISTERED OFFICE/
                                REGISTERED AGENT

Please read the Instructions on the back before completing this form.

1.   Entity Name: ______________________________________________________________

     SUNRISE PUBLICATIONS, INC. ________________________________________________

2.   Registered Office Address (No. & Street): List a complete street address or
     rural route and rural route box number. A post office box is not
     acceptable,

     33 South Sixth Street, Multifoods Tower,   Minneapolis     MN      55402
                      Street                        City      State   Zip Code

3.   Registered Agent (Registered agents are required for foreign entities but
     optional for Minnesota entities):

     Corporation Service Company
     If you do not wish to designate an agent, you must list "NONE" in this box.
     DO NOT LIST THE ENTITY NAME.

In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the entity's registered office and/or agent as listed above.

I certify that I am authorized to execute this notice and I further certify that
I understand that by signing this notice I am subject to the penalties of
perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this notice under oath.


/s/ Illegible
- --------------------------------------
Signature of Authorized Person EUP/CFO

Name and Telephone Number of a Contact Person: Elva Shipkowski (CSC) (302)
                                               636-5401 Ext: 3216.
                                                    please print legibly

     Filing Fee: Minnesota Corporations, Cooperatives and Limited Liability
                               Companies: $35.00.

                       Non-Minnesota Corporations: $50.00.

                    Make checks payable to Secretary of State

                     Return to: Minnesota Secretary of State
                             18O State Office Bldg.
                              100 Constitution Ave.
                             St. Paul, MN 55155-1299
                                 (651) 296-28O3

                                                             STATE OF MINNESOTA
                                                             DEPARTMENT OF STATE
                                                                    FILED

                                                                 FEB 25 2002


                                                             /s/ Illegible
                                                             -------------------
                                                             Secretary of State



                          MINNESOTA SECRETARY OF STATE

(SEAL)               NOTICE OF CHANGE OF REGISTERED OFFICE/
                                REGISTERED AGENT

Please read the Instructions on the back before completing this form.

1.   Entity Name: ______________________________________________________________

     SUNRISE PUBLICATIONS, INC. ________________________________________________

2.   Registered Office Address (No. & Street): List a complete street address or
     rural route and rural route box number. A post office box is not
     acceptable,

     405 SECOND AVENUE, SOUTH   MINNEAPOLIS     MN      55401
              Street                City      State   Zip Code

3.   Registered Agent (Registered agents are required for foreign entities but
     optional for Minnesota entities):

     CT CORPORATION SYSTEM INC.
     If you do not wish to designate an agent, you must list "NONE" in this box.
     DO NOT LIST THE ENTITY NAME.

In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the entity's registered office and/or agent as listed above.

I certify that I am authorized to execute this notice and I further certify that
I understand that by signing this notice I am subject to the penalties of
perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this notice under oath.


/s/ Mike Jones
- ------------------------------------
Signature of Authorized Person

Mike Jones, V.P.

Name and Telephone Number of a Contact Person: M. Jones (800) 759-8547
                                                 please print legibly

     Filing Fee: Minnesota Corporations, Cooperatives and Limited Liability
                               Companies: $35.00.

                       Non-Minnesota Corporations: $50.00.

                    Make checks payable to Secretary of State

                     Return to: Minnesota Secretary of State
                             18O State Office Bldg.
                              100 Constitution Ave.
                             St. Paul, MN 55155-1299
                                 (651) 296-28O3

                                                             STATE OF MINNESOTA
                                                             DEPARTMENT OF STATE
                                                                    FILED

                                                                 OCT 01 2002


                                                             /s/ Illegible
                                                             -------------------
                                                             Secretary of State



                          MINNESOTA SECRETARY OF STATE
(SEAL)               NOTICE OF CHANGE OF REGISTERED OFFICE/
                                REGISTERED AGENT

Please read the instructions on the back before completing this form.

1.   Entity Name: ____________________________

     SUNRISE PUBLICATIONS, INC. ____________________________

2.   Registered Office Address (No. & Street): List a complete street address or
     rural route and rural route box number.
     A post office box is not acceptable.

     Capitol Prof. Bldg. 590 Park St., Suite 6   St. Paul     MN      55103
                       Street                      City     State   Zip Code

3.   Registered Agent (Registered agents are required for foreign entities but
     optional for Minnesota entitles):

     Capitol Corporate Services, Inc.
     If you do not wish to designate an agent, you must list "NONE" in this box.
     DO NOT LIST THE ENTITY NAME.

In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the entity's registered office and/or agent as listed above.

I certify that I am authorized to execute this notice and I further certify that
I understand that by signing this notice I am subject to the penalties of
perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this notice under oath.


/s/ Delanie Case Attorney in Fact
- -------------------------------------
Signature of Authorized Person

Name and Telephone Number of a Contact Person: Myra Simmons (800) 345-4647x153
                                                     please print legibly

     Filing Fee: For Profit Minnesota Corporations, Cooperatives and Limited
                          Liability Companies: $35.00.

      Minnesota Nonprofit Corporations: No $35.00 fee is due unless you are
                          adding or removing an agent.

                       Non-Minnesota Corporations: $50.00.

                    Make checks payable to Secretary of State
                     Return to: Minnesota Secretary of State
                             180 State Office Bldg.
                              100 Constitution Ave.
                             St. Paul, MN 55155-1299
                                 (651) 296-2803

                                                              STATE OF MINNESOTA
                                                                     FILED

                                                                  AUG 12 2003


                                                              /s/ Illegible
                                                              ------------------
                                                              Secretary of State



                          MINNESOTA SECRETARY OF STATE
(SEAL)               NOTICE OF CHANGE OF REGISTERED OFFICE/
                                REGISTERED AGENT

Please read the instructions on the back before completing this form.

1.   Entity Name: ____________________________

     Sunrise Publications, Inc. ____________________________

2.   Registered Office Address (No. & Street): List a complete street address or
     rural route and rural route box number.
     A post office box is not acceptable.

     405 Second Avenue South   Minneapolis     MN      55401
              Street               City      State   Zip Code

3.   Registered Agent (Registered agents are required for foreign entities but
     optional for Minnesota entitles):

     CT Corporation System Inc.
     If you do not wish to designate an agent, you must list "NONE" in this box.
     DO NOT LIST THE ENTITY NAME.

In compliance with Minnesota Statutes, Section 302A.123, 303.10, 308A.025,
317A.123 or 322B.135 I certify that the above listed company has resolved to
change the entity's registered office and/or agent as listed above.

I certify that I am authorized to execute this notice and I further certify that
I understand that by signing this notice I am subject to the penalties of
perjury as set forth in Minnesota Statutes Section 609.48 as if I had signed
this notice under oath.


/s/ Illegible
- -------------------------------------
Signature of Authorized Person

Name and Telephone Number of a Contact Person: Julie Adcock (214) 979-1172
                                                   please print legibly

     Filing Fee: For Profit Minnesota Corporations, Cooperatives and Limited
                          Liability Companies: $35.00.

      Minnesota Nonprofit Corporations: No $35.00 fee is due unless you are
                          adding or removing an agent.

                       Non-Minnesota Corporations: $50.00.

                    Make checks payable to Secretary of State
                     Return to: Minnesota Secretary of State
                             180 State Office Bldg.
                    100 Rev. Dr. Martin Luther King Jr. Blvd.
                             St. Paul, MN 55155-1299
                                 (651) 296-2803

                                                              STATE OF MINNESOTA
                                                             DEPARTMENT OF STATE
                                                                    FILED

                                                                 JAN 30 2004


                                                             /s/ Illegible
                                                             -------------------
                                                             Secretary of State

                                                                    Exhibit 3.14

                      Bylaws of Sunrise Publications, Inc.



                                     BYLAWS

                                       OF

                           SUNRISE PUBLICATIONS, INC.



                                     BYLAWS
                                       OF
                           SUNRISE PUBLICATIONS, INC.

                                TABLE OF CONTENTS


                                                                           
ARTICLE I OFFICES; CORPORATE SEAL .........................................    1
   Section 1.1.  Registered Office ........................................    1
   Section 1.2.  Corporate Seal ...........................................    1

ARTICLE II MEETINGS OF SHAREHOLDERS .......................................    1
   Section 2.1.  Place of Meeting .........................................    1
   Section 2.2.  Annual Meeting ...........................................    l
   Section 2.3.  Special Meetings .........................................    1
   Section 2.4.  Meetings Held upon shareholder Demand ....................    2
   Section 2.5.  Notice of Meetings .......................................    2
   Section 2.6.  Waiver of Notice .........................................    3
   Section 2.7.  Quorum; Adjourned Meetings ...............................    3
   Section 2.8.  Vote Required ............................................    3
   Section 2.9.  Voting Rights ............................................    4
   Section 2.10. Proxies ..................................................    4
   Section 2.ll. Action Without a Meeting .................................    4
   Section 2.12. Record Date ..............................................    5

ARTICLE III DIRECTORS .....................................................    5
   Section 3.1.  General Powers ...........................................    5
   Section 3.2.  Number, Qualifications, and Term of Office ...............    5
   Section 3.3.  Meetings; Place and Notice ...............................    5
   Section 3.4.  Electronic Communications ................................    6
   Section 3.5.  Waiver of Notice .........................................    6
   Section 3.6.  Quorum; Acts of Board ....................................    6
   Section 3.7.  Vacancies ................................................    6
   Section 3.8.  Removal ..................................................    7
   Section 3.9.  Resignation ..............................................    7
   Section 3.10. Committees ...............................................    7
   Section 3.11. Special Litigation Committee .............................    8
   Section 3.12. Absent Directors .........................................    8
   Section 3.13. Presumption of Assent ....................................    8
   Section 3.14. Action Without a Meeting .................................    8
   Section 3.15. Compensation of Directors ................................    8
   Section 3.16. Limitation of Directors' Liabilities .....................    9

ARTICLE IV OFFICERS .......................................................    9
   Section 4.1.  Number and Designation ...................................    9
   Section 4.2.  Chief Executive Officer ..................................    9
   Section 4.3.  Chief Financial Officer ..................................   10
   Section 4.4.  Chairman of the Board ....................................   10
   Section 4.5.  President ................................................   10
   Section 4.6.  Vice Presidents ..........................................   10





                                                                           
   Section 4.7.  Secretary ................................................   10
   Section 4.8.  Treasurer ................................................   11
   Section 4.9.  Treasurer's Bond .........................................   11
   Section 4.10. Vacancies ................................................   11
   Section 4.11. Authority and Duties .....................................   11
   Section 4.12. Term; Resignation; Removal; Vacancies ....................   11
   Section 4.13. Salaries .................................................   12

ARTICLE V SHARES AND THEIR TRANSFER .......................................   12
   Section 5.1.  Certificates for Shares ..................................   12
   Section 5.2.  Uncertificated Shares ....................................   12
   Section 5.3.  Transfer of Shares .......................................   13
   Section 5.4.  Lost, Destroyed, or Stolen Certificates ..................   13
   Section 5.5.  Transfer Agent and Registrar .............................   13
   Section 5.6.  Facsimile Signature ......................................   13
   Section 5.7.  Closing of Transfer Books; Record Date ...................   14
   Section 5.8.  Registered Shareholders ..................................   14

ARTICLE VI INDEMNIFICATION ................................................   14
   Section 6.l.  Indemnification ..........................................   14
   Section 6.2.  Insurance ................................................   14

ARTICLE VII GENERAL CORPORATE MATTERS .....................................   15
   Section 7.1.  Distributions ............................................   15
   Section 7.2.  Reserves .................................................   15
   Section 7.3.  Deposits .................................................   15
   Section 7.4.  Loans ....................................................   15
   Section 7.5.  Advances .................................................   16

ARTICLE VIII BOOKS OF RECORD; AUDIT; FISCAL YEAR ..........................   16
   Section 8.1.  Share Register ...........................................   16
   Section 8.2.  Books, Records, and Other Documents ......................   16
   Section 8.3.  Financial Statements .....................................   16
   Section 8.4.  Audit ....................................................   17
   section 8.5.  Fiscal Year ..............................................   17

ARTICLE IX AMENDMENTS .....................................................   17
   Section 9.1.  Amendments ...............................................   17




                                     BYLAWS
                                       OF
                           SUNRISE PUBLICATIONS, INC.

                                    ARTICLE I
                             OFFICES; CORPORATE SEAL

     Section 1.1. Registered Office. The registered office of the Corporation in
Minnesota shall be that set forth in the Articles of Incorporation or in the
most recent amendment of the Articles of Incorporation or in a statement of the
Board of Directors filed with the Secretary of State of the State of Minnesota
changing the registered office in the manner prescribed by law. The Corporation
may have such other offices, within or without the State of Minnesota, as the
Board of Directors shall, from time to time, determine.

     Section 1.2. Corporate Seal. If so directed by the Board of Directors, the
Corporation may use a corporate seal. The failure to use such seal, however,
shall not affect the validity of any documents executed on behalf of the
Corporation. The seal need only include the word "seal," but it may also
include, at the discretion of the Board, such additional wording as is permitted
by law.

                                   ARTICLE II
                            MEETINGS OF SHAREHOLDERS

     Section 2.1. Place of Meeting. Each meeting of the shareholders shall be
held at the principal executive office of the Corporation or such other place as
may be designated by the Board of Directors or the chief executive officer;
provided, however, that any meeting called by or at the demand of a shareholder
or shareholders shall be held in the county where the principal executive office
of the Corporation is located.

     Section 2.2. Annual Meeting. An annual meeting of the shareholders shall be
held on an annual basis as determined by the Board of Directors. At each annual
meeting the shareholders shall elect qualified successors for directors whose
terms have expired or are due to expire within six (6) months after the date of
the meeting and may transact any other business.

     Section 2.3. Special Meetings. A special meeting of the shareholders may be
called for any purpose or purposes at any time by the chief executive officer or
the chief financial officer, by the Board of Directors, or any two or more
members thereof, or by one or more shareholders holding not less than ten
percent (10%) of the voting power of all shares of the Corporation entitled to
vote as provided in Section 2.4(b) hereof, except that a special meeting for
the purpose of considering any action to directly or indirectly facilitate or



effect a business combination, including any action to change or otherwise
affect the composition of the board of directors for that purpose, must be
called by twenty-five percent (25%) or more of the voting power of all shares
entitled to vote. The chief executive officer or the Board of Directors shall be
authorized to fix the time and date of any special meeting of the shareholders.
Notice of any special meeting shall state the purpose for which the meeting has
been called, and the business transacted at any special meeting shall be limited
to the purpose stated in the notice, unless all of the shareholders are present
in person or by proxy and none of them objects to the consideration of
additional business.

     Section 2.4. Meetings Held upon Shareholder Demand. Annual or special
meetings of the shareholders may be demanded by a shareholder under the
following circumstances:

          (a) If an annual meeting of shareholders has not been held during the
     immediately preceding fifteen (15) months, a shareholder or shareholders
     holding three percent (3%) or more of all voting shares may demand an
     annual meeting of shareholders by written notice of demand given to the
     chief executive officer or chief financial officer of the Corporation. If
     the Board fails to cause an annual meeting to be called and held as
     required by law, the shareholder or shareholders making the demand may call
     the meeting by giving notice as required by law, all at the expense of the
     Corporation.

          (b) To demand a special meeting of the shareholders, a shareholder or
     shareholders shall give written notice to the chief executive officer or
     the chief financial officer of the Corporation specifying the purposes of
     such meeting. Upon receipt by the chief executive officer or chief
     financial officer of the Corporation of a demand for a special meeting of
     shareholders from any shareholder or shareholders entitled to call such a
     meeting, the Board of Directors shall cause such meeting to be called and
     held in compliance with the timing requirements of Minnesota Statutes 302A.
     433, Subd. 2, as amended from time to time.

     Section 2.5. Notice of Meetings.

          (a) Notice of all meetings of shareholders shall be given to every
     shareholder entitled to vote, except where the meeting is an adjourned
     meeting and the date, time, and place of the meeting were announced at the
     time of adjournment. The notice shall be given at least ten (10) days but
     not more than sixty (60) days prior to the meeting; provided, however, that
     at least fourteen (14) days' notice must be given of a meeting at which the
     adoption of an agreement of merger or plan of exchange is to be considered.


                                        2



          (b) Notice of meetings shall be given to each shareholder entitled
     thereto by oral communication, by mailing a copy thereof to such
     shareholder at the address he has designated or to the last known address
     of such shareholder, by handing a copy thereof to such shareholder, or by
     any other delivery that conforms to law. Notice by mail shall be deemed
     given when deposited in the United States mail with sufficient postage
     affixed.

     Section 2.6. Waiver of Notice. A shareholder may waive notice of any
meeting of shareholders. A waiver of notice by a shareholder entitled to notice
is effective whether given before, at, or after the meeting and whether given in
writing, orally, or by attendance. Attendance by a shareholder at a meeting
shall constitute waiver of notice of that meeting, except where the shareholder
objects at the beginning of the meeting to the transaction of business because
the meeting is not lawfully called or convened or objects before a vote on an
item of business because the item may not lawfully be considered at the meeting
and the shareholder does not participate in consideration of the item at the
meeting.

     Section 2.7. Quorum; Adjourned Meetings. The presence either in person or
by proxy of the holders of a majority of the voting power of the shares entitled
to vote at the meeting shall constitute a quorum for the transaction of
business. If, however, a quorum shall not be present in person or by proxy at
any meeting of the shareholders, those present shall have the power to adjourn
the meeting from time to time, without notice other than by announcement at the
meeting of the date, time, and location of the reconvening of the adjourned
meeting, until the requisite number of voting shares shall be represented. At
any such adjourned meeting at which the required number of voting shares shall
be represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. If a quorum is present when a duly called
or held meeting is convened, the shareholders may continue to transact business
until adjournment even though the withdrawal of shareholders originally present
leaves less than the proportion or number otherwise required for a quorum.

     Section 2.8. Vote Required. The shareholders shall take action by the
affirmative vote of the holders of the greater of (a) a majority of the voting
power of the shares present and entitled to vote on that item of business or (b)
a majority of the voting power of the minimum number of the shares entitled to
vote that would constitute a quorum for the transaction of business at the
meeting, except where a larger proportion or number is required by statute or
the Articles of Incorporation. If the Articles of Incorporation require a larger
proportion or number than is required by statute for a particular action, the
Articles of Incorporation shall control.


                                        3



     Section 2.9. Voting Rights.

          (a) At each meeting of the shareholders, every shareholder having the
     right to vote shall be entitled to vote either in person or by proxy.
     Unless otherwise provided by the Articles of Incorporation or resolution of
     the Board of Directors filed with the Secretary of State, each shareholder
     shall have one vote for each share held. Shares owned by two or more
     shareholders may be voted by any one of them unless the Corporation
     receives written notice, addressed to the Board of Directors at the address
     of the registered office, from any one of them denying the authority of any
     other person or persons to vote those shares. Upon demand of any
     shareholder, the vote upon any question before the meeting shall be by
     ballot.

          (b) There shall be no cumulative voting for the election of directors.

     Section 2.10. Proxies. At any meeting of the shareholders, any shareholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing and filed with an officer of the Corporation at or before the meeting.
An appointment of a proxy or proxies for shares held jointly by two or more
shareholders is valid if signed by any one of them, unless and until the
corporation receives from any one of those shareholders written notice denying
the authority of such other person or persons to appoint a proxy or proxies or
appointing a different proxy or proxies, in which case no proxy shall be
appointed unless all joint owners sign the appointment. In the event that any
instrument shall designate two or more persons to act as proxies, a majority of
such persons present at the meeting, or if only one shall be present then that
one, shall have and may exercise all of the proxies so designated unless the
instrument shall otherwise provide. If the proxies present at the meeting are
equally divided on an issue, the shares represented by such proxies shall not be
voted on such issue. No proxy shall be valid after the expiration of eleven (11)
months from the date of its execution unless coupled with an interest or unless
the person executing it specifies therein the length of time for which it is to
continue in force, which in no case shall exceed three (3) years from the date
of its execution. Subject to the above, any duly executed proxy shall continue
in full force and effect and shall not be revoked unless written notice of
its revocation or a duly executed proxy bearing a later date is filed with an
officer of the Corporation.

     Section 2.11. Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the shareholders may be taken without a meeting, if
authorized in writing or writings signed by all shareholders who would be
entitled to vote on that action. The written action is effective


                                        4



when it has been signed by all such shareholders, unless a different effective
date is provided in the written action.

     Section 2.12. Record Date. The Board of Directors may fix a date, not
exceeding sixty (60) days preceding the date of any meeting of shareholders, as
a record date for the determination of the shareholders entitled to notice of
and to vote at such meeting, and in such case only shareholders of record on the
date so fixed, or their legal representatives, shall be entitled to notice of
and to vote at such meeting, notwithstanding any transfer of any shares on the
books of the Corporation after any record date so fixed. The Board of Directors
may close the books of the Corporation against transfer of shares during the
whole or any part of such period. If the Board of Directors fails to fix a
record date for determination of the shareholders entitled to notice of and to
vote at any meeting of shareholders, the record date shall be the twentieth
(20th) day preceding the date of such meeting.

                                   ARTICLE III
                                    DIRECTORS

     Section 3.1. General Powers. The property, affairs, and business of the
Corporation shall be managed by the Board of Directors. The Board of Directors
may exercise all powers of the Corporation and do all lawful acts not required
by the Articles of Incorporation, these Bylaws, or law to be done by the
shareholders.

     Section 3.2. Number, Qualifications, and Term of Office. The number of
directors which shall constitute the whole Board shall be at least one (1), or
such other number as may be determined by the Board of Directors or by the
shareholders at an annual meeting or a special meeting called and held for that
purpose; provided, however, that the Board of Directors may not decrease the
number of directors below the number last designated by the shareholders. The
creation of any new directorship by action of the Board of Directors shall
require the affirmative vote of a majority of the directors serving at the time
of the increase. Each of the directors shall serve until the next annual meeting
of the shareholders and until his successor shall has been duly elected and has
qualified, or until his earlier death, resignation, removal, or
disqualification. Directors need not be residents of the State of Minnesota or
shareholders of the Corporation.

     Section 3.3. Meetings; Place and Notice. Meetings of the Board of Directors
may be held from time to time at any place within or without the State of
Minnesota that the Board of Directors may designate. In the absence of
designation by the Board of Directors, Board meetings shall be held at the
principal executive office of the Corporation, except as may be otherwise


                                        5



unanimously agreed orally or in writing or by attendance. Board meetings may be
called by the chairman of the Board or chief executive officer on 24 hours
notice or by any director on three (3) days notice to each director. Every such
notice shall state the date, time, and place of the meeting. Notice of a meeting
called by a director other than a director who is the chairman of the board or
chief executive officer shall state the purpose of the meeting. Notice may be
given by mail, telephone, telegram, or in person. If a meeting schedule is
adopted by the Board, or if the date and time of a Board meeting has been
announced at a previous meeting, no notice is required.

     Section 3.4. Electronic Communications. A conference among directors by any
means of communication through which the directors may simultaneously hear one
another during the conference constitutes a Board meeting if the notice required
by Section 3.3 of these Bylaws is given of the conference and if the number of
directors participating in the conference would be sufficient to constitute a
quorum. Participation in a meeting by such means constitutes presence in person
at the meeting.

     Section 3.5. Waiver of Notice. A director may waive notice of a meeting of
the Board. Waiver of notice is effective, whether given before, at, or after the
meeting and whether given in writing, orally, or by attendance. Attendance by a
director at a meeting constitutes waiver of notice for that meeting, except
where the director objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened and does not
participate thereafter in the meeting.

     Section 3.6. Quorum; Acts of Board. A majority of the directors currently
holding office shall be a quorum for the transaction of business; provided,
however, that if any vacancies exist by reason of death, resignation, or
otherwise, a majority of the remaining directors (provided such majority
consists of not less than two directors) shall constitute a quorum. In the
absence of a quorum, a majority of the directors present may adjourn the meeting
from time to time until a quorum is present. If a quorum is present when a duly
called or held meeting is convened, the directors present may continue to
transact business until adjournment, even though the withdrawal of a number of
directors originally present leaves less than the proportion or number otherwise
required for a quorum. Except as otherwise required by law or the Articles of
Incorporation or these Bylaws, the acts of a majority of the directors present
at a meeting at which a quorum is present shall be the acts of the Board of
Directors.

     Section 3.7. Vacancies. Vacancies on the Board resulting from the death,
resignation, or removal of a director may be filled by the affirmative vote of a
majority of the remaining


                                        6



directors, even though less than a quorum. Vacancies on the Board resulting from
newly created directorships may be filled by the affirmative vote of a majority
of the directors serving at the time of the increase. Subject to removal as
provided in Section 3.8 of these Bylaws, each director elected under this
Section to fill a vacancy shall hold office until a qualified successor is
elected by the shareholders at the next annual meeting or at a special meeting
of the shareholders called for that purpose.

     Section 3.8. Removal. Except as otherwise provided by law, the entire Board
of Directors or any individual director may be removed from office with or
without cause by a vote of the shareholders holding a majority of the shares
entitled to vote for the election of directors. The shareholders, by the same
majority vote, may fill any vacancy or vacancies created by such removal. Any
such vacancy not so filled may be filled by the directors as provided in Section
3.7 hereof. Any director named by the Board to fill a vacancy may be removed at
any time, with or without cause, by the affirmative vote of the majority of the
remaining directors, even if the remaining directors constitute less than a
quorum, if the shareholders have not elected directors in the interval between
the appointment to fill the vacancy and the time of removal.

     Section 3.9. Resignation. Any director may resign at any time by giving
written notice to the Corporation. Such resignation shall take effect on the
date of the Corporation's receipt of such notice or at any later date or time
specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make the resignation effective.

     Section 3.10. Committees.

          (a) A resolution approved by the affirmative vote of a majority of the
     Board may establish committees having the authority of the Board in the
     management of the business of the Corporation to the extent provided in the
     resolution. Except for any special litigation committee established under
     Section 3.11 hereof, committees shall be subject at all times to the
     direction and control of the Board.

          (b) A committee shall consist of one or more natural persons, who need
     not be directors, appointed by the affirmative vote of a majority of the
     directors present at a duly held meeting of the Board.

          (c) Minutes, if any, of committee meetings shall be made available
     upon request to members of the committee and to any director.


                                        7



     Section 3.11. Special Litigation Committee. Pursuant to the procedure set
forth, in Section 3.10, the Board may establish a committee composed of one or
more independent directors or other independent persons to consider legal rights
or remedies of the Corporation and whether those rights or remedies should be
pursued.

     Section 3.12. Absent Directors. A director may give written consent or
opposition to a proposal to be acted on at a Board meeting by giving a written
statement to the Chairman of the Board or acting Chairman of the Board setting
forth a summary of the proposal to be voted on and containing a statement from
the director on how he votes on such proposal. If the director is not present at
the meeting, consent or opposition to a proposal does not constitute presence
for purposes of determining the existence of a quorum, but consent or opposition
shall be counted as a vote in favor of, or against, the proposal and shall be
entered in the minutes or other record of action of the meeting if the proposal
acted on at the meeting is substantially the same or has substantially the same
effect as the proposal to which the director has consented or objected.

     Section 3.13. Presumption of Assent. A director who is present at a meeting
of the Board when an action is approved by the affirmative vote of a majority of
the directors present is presumed to have assented to the action approved,
unless the director:

          (a) objects at the beginning of the meeting to the transaction of the
     business because the meeting is not lawfully called or convened and does
     not participate thereafter in the meeting, in which case the director shall
     not be considered to be present at the meeting for any purpose; and

          (b) votes against the action at the meeting; or

          (c) is prohibited by law from voting on the action.

     Section 3.14. Action Without a Meeting. Any action required or permitted to
be taken at a Board meeting may be taken by written consent of the number of
directors that would be required to take the same action at a meeting of the
Board of Directors at which all directors were present, provided that the
proposed action need not be approved by the shareholders and that the Articles
of Incorporation so provide. The written action is effective when signed by the
necessary number of directors unless a different effective date is stated in the
written action.

     Section 3.15. Compensation of Directors. By resolution of the Board of
Directors, each director may be paid his or her expenses, if any, of attendance
at each Board meeting and may be


                                        8



paid a stated amount as a director or a fixed sum for attendance at each Board
meeting, or both. No such payment shall preclude a 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.

     Section 3.16. Limitation of Directors' Liabilities. A director shall hot be
liable to the Corporation or its shareholders for dividends illegally declared,
distributions illegally made to shareholders, or any other action taken in good
faith reliance upon financial statements of the Corporation represented to him
to be correct by the chief executive officer of the Corporation or the officer
having charge of its books of account or certified by an independent or
certified public accountant to fairly reflect the financial condition of the
Corporation; nor shall any director be liable if in good faith in determining
the amount available for dividends or distribution the Board values the assets
in a manner allowable under applicable law.

                                   ARTICLE IV
                                    OFFICERS

     Section 4.1. Number and Designation. The officers of the Corporation shall
be elected or appointed by the Board of Directors. The Corporation shall have
one or more natural persons exercising the functions of the offices of chief
executive officer and chief financial officer. The Board of Directors may elect
or appoint such other officers or agents as it deems necessary for the operation
and management of the Corporation, with such powers, rights, duties, and
responsibilities as may be determined by the Board, including, without
limitation, a chairman of the Board (who shall be a director), a president, a
secretary, and a treasurer, each of whom shall have the powers, rights, duties,
and responsibilities set forth in these Bylaws, unless otherwise determined by
the Board. Any of the offices or functions of those offices may be held or
performed by the same person.

     Section 4.2. Chief Executive Officer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the chief executive officer (a)
shall be responsible for the general active management of the business of the
Corporation; (b) shall, when present, preside at all meetings of the
shareholders; (c) shall be responsible for implementing all orders and
resolutions of the Board; (d) shall sign and deliver in the name of the
Corporation any deeds, mortgages, bonds, contracts, or other instruments
pertaining to the business of the Corporation, except where authority to sign
and deliver is required or permitted by law to be exercised by another person
and except where such authority is expressly delegated by these Bylaws or by the
Board


                                        9



to some other officer or agent of the Corporation; (e) may maintain records of
and certify proceedings of the Board and shareholders; and (f) shall perform
such other duties as may from time to time be assigned by the Board.

     Section 4.3. Chief Financial Officer. Unless provided otherwise by a
resolution adopted by the Board of Directors, the chief financial officer (a)
shall keep accurate financial records for the Corporation; (b) shall deposit all
monies, drafts, and checks in the name of and to the credit of the Corporation
in such banks and depositories as the Board of Directors shall designate from
time to time; (c) shall endorse for deposit all notes, checks, and drafts
received by the Corporation as ordered by the Board, making proper vouchers
therefor; (d) shall disburse the funds of the Corporation as may be ordered by
the Board of Directors or the chief executive officer, making proper vouchers
therefor; (e) shall render to the chief executive officer and the Board of
Directors, whenever requested, an account of all of his transactions as chief
financial officer and of the financial condition of the Corporation; and (f)
shall perform such other duties as may be assigned by the Board of Directors or
the chief executive officer from time to time.

     Section 4.4. Chairman of the Board. The chairman of the Board of the
Corporation shall preside at all meetings of the Board of Directors and shall
perform such other functions as may be determined from time to time by the
Board.

     Section 4.5. President. Unless otherwise determined by the Board of
Directors, the president shall be the chief executive officer of the
Corporation. If an officer other than the president is designated chief
executive officer, the president shall perform such duties as may from time to
time be assigned to him by the Board, or if authorized by the Board, such duties
as are assigned to him by the chief executive officer.

     Section 4.6. Vice Presidents. Any one or more vice presidents, if any, may
be appointed by the Board of Directors. During the absence or disability of the
president, it shall be the duty of the highest ranking vice president to perform
the duties of the president. The determination of who is the highest ranking of
two or more persons holding the same office shall, in the absence of specific
designation of order or rank by the Board of Directors, be made on the basis of
the earliest date of appointment or election, or, in the event of simultaneous
appointment or election, on the basis of the longest continuous employment by
the Corporation.

     Section 4.7. Secretary. The secretary, unless otherwise determined by the
Board, shall attend all meetings of the shareholders and all meetings of the
Board of Directors, shall record or cause to be recorded all proceedings thereof
in a book


                                       10



to be kept for that purpose, and may certify such proceedings. Except as
otherwise required or permitted by law or by these Bylaws, the secretary shall
give or cause to be given notice of all meetings of the shareholders and all
meetings of the Board of Directors.

     Section 4.8. Treasurer. Unless otherwise determined by the Board, the
treasurer shall be the chief financial officer of the Corporation. If an officer
other than the treasurer is designated chief financial officer, the treasurer
shall perform such duties as may from time to time be assigned to him by the
Board.

     Section 4.9. Treasurer's Bond. If required by the Board of Directors, the
treasurer 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 4.10. Vacancies. If any office becomes vacant by reason of death,
resignation, retirement, disqualification, removal, or other, cause, the
directors then in office, although less than a quorum, may by a majority vote,
choose a successor or successors who shall hold office for the unexpired term in
respect of which such vacancy occurred.

     Section 4.11. Authority and Duties. In addition to the foregoing authority
and duties, all officers of the Corporation shall respectively have such
authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of a majority
of the directors present, an officer elected or appointed by the Board may,
without the approval of the Board, delegate some or all of the duties and powers
of an office to other persons.

     Section 4.12. Term; Resignation; Removal; Vacancies.

          (a) All officers of the Corporation shall hold office until their
     respective successors are chosen and have qualified or until their earlier
     death, resignation, or removal.

          (b) An officer may resign at any time by giving written notice to the
     Corporation. The resignation is effective without acceptance when the
     notice is given to the


                                       11



     Corporation, unless a later effective date is specified in the notice.

          (c) An officer may be removed at any time, with or without cause, by a
     resolution approved by an affirmative vote of the majority of the directors
     present at a duly held Board meeting.

          (d) A vacancy in an office because of death, resignation, removal,
     disqualification, or other cause may, or in the case of a vacancy in the
     office of chief executive officer or chief financial officer shall, be
     filled by the Board.

     Section 4.13. Salaries. The salaries of all officers of the corporation
shall be fixed by the Board of Directors or by the chief executive officer, if
authorized by the Board.

                                    ARTICLE V
                            SHARES AND THEIR TRANSFER

     Section 5.1. Certificates for Shares.

          (a) Certificates of shares, if any, of the Corporation shall be in
     such form as shall be prescribed by law and adopted by the Board of
     Directors, certifying the number of shares of the Corporation owned by each
     shareholder. The certificates shall be numbered in the order in which they
     are issued and shall be signed, in the name of the Corporation, by the
     chief executive officer or the chief financial officer or secretary or by
     such officers as the Board of Directors may designate. Such signatures may
     be by facsimile if authorized by the Board of Directors or these Bylaws.
     Such certificates shall also have such legends, as may be required by any
     shareholder agreement or other agreement.

          (b) A certificate representing shares issued by the Corporation shall,
     if the Corporation is authorized to issue shares of more than one class or
     series, set forth upon the face or back of the certificate, or shall state
     that the Corporation will furnish to any shareholder upon request and
     without charge, a full statement of the designations, preferences,
     limitations, and relative rights of the shares of each class or series
     authorized to be issued, so far as they have been determined, and the
     authority of the Board to determine the relative rights and preferences of
     subsequent classes or series.

     Section 5.2. Uncertificated Shares. Some or all of any or all classes and
series of the shares of stock of this Corporation, upon a resolution approved by
the Board of


                                       12



Directors, may be uncertificated shares. Within twenty (20) calendar days after
the issuance or transfer of uncertificated shares, the chief executive officer
shall send to the shareholder such notice as may be required by law.

     Section 5.3. Transfer of Shares. Transfer of certificated shares on the
books of the Corporation may be authorized only by the shareholder named in the
certificate, or the shareholder's legal representative, or the shareholder's
duly authorized attorney-in-fact, and upon surrender of the certificate or the
certificates for such shares therefor properly endorsed. The Corporation may
treat, as the absolute owner of shares of the Corporation, the person or persons
in whose name or names the shares are registered on the books of the
Corporation. The transfer of uncertificated shares, if any, shall be made by the
means determined by the Board of Directors. Every certificate surrendered to the
Corporation for exchange or transfer shall be canceled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so canceled.

     Section 5.4. Lost. Destroyed, or Stolen Certificates. Any shareholder
claiming that a certificate for shares has been lost, destroyed, or stolen shall
make an affidavit of that fact in such form as the Board of Directors may
require and shall, if the Board of Directors so requires, give the Corporation a
sufficient indemnity bond, in form, in an amount, and with one or more sureties
satisfactory to the Board of Directors, to indemnify the Corporation against any
claims that may be made against it on account of the reissue of such
certificate. A replacement certificate shall then be issued for the same number
of shares as represented by the certificate alleged to have been lost,
destroyed, or stolen.

     Section 5.5. Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars and may require all certificates for shares to bear the signature or
signatures of any of them.

     Section 5.6. Facsimile Signature. Where any certificate is manually signed
by a transfer agent, a transfer clerk, or a registrar appointed by the Board of
Directors to perform such duties, a facsimile or engraved signature of the chief
executive officer or other proper officer of the Corporation authorized by the
Board of Directors may be inscribed on the certificate in lieu of the actual
signature of the officer. The fact that a certificate bears the facsimile
signature of an officer who no longer holds office shall hot affect the validity
of the certificate, and such certificate, if otherwise validly issued, shall
have the same effect as if the former officer held that office at the date the
certificate was issued.


                                       13



     Section 5.7. Closing of Transfer Books; Record Date. The Board of Directors
may close the stock transfer books of the Corporation for a period not exceeding
sixty (60) days preceding the date of any meeting of shareholders, the date for
payment of any dividend or distribution or the date any change, conversion, or
exchange of capital stock shall become effective. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date, not exceeding
sixty (60) days preceding the date for payment of any dividend or distribution,
or the date any change, conversion, or exchange of capital stock shall become
effective, as a record date for the determination of the shareholders entitled
to receive payment of any such dividend or distribution, or to exercise the
rights in respect of any such change, conversion, or exchange of capital stock,
and in such case such shareholders and only such shareholders shall be
shareholders of record on the date so fixed and shall be entitled to receive
payment of such dividend or distribution, or to exercise such rights,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date. If the Board of Directors fails to fix such a record date
the record date shall be the twentieth (20th) day preceding the date of payment
or the date the change, conversion, or exchange becomes effective.

     Section 5.8. Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and shall be entitled
to hold liable for calls and assessments a person so registered on its books as
the owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by applicable law.

                                   ARTICLE VI
                                 INDEMNIFICATION

     Section 6.1. Indemnification. The Corporation, shall indemnify such
persons, for such expenses and liabilities, in such manner, under such
circumstances, and to such extent, as required or permitted by Minn. Stat.
Section 3O2A. 521, as amended from time to time, or as required or permitted by
other provisions of law.

     Section 6.2. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person in such person's official capacity against any liability
asserted against and incurred by such person in or arising from that capacity,
whether or not the Corporation would otherwise be required to indemnify the
person against the liability.


                                       14



                                   ARTICLE VII
                            GENERAL CORPORATE MATTERS

     Section 7.1. Distributions. Subject to the Articles, of Incorporation and
these Bylaws, the Board of Directors may declare dividends payable in either
cash, property or shares, acquire or exchange shares, or make other
distributions with respect to shares of the Corporation whenever and in such
amounts as, in its opinion, the condition and affairs of the Corporation shall
render advisable.

     Section 7.2. Reserves. Before payment of any dividend, the Board of
Directors may set aside out of any funds of the Corporation available for
dividends such sum or sums as the Board of Directors from time to time deems
proper as a reserve or reserves to meet contingencies, for equalizing dividends,
for repairing or maintaining any property of the Corporation, or for such other
purposes as the Board of Directors deems conducive to the interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve.

     Section 7.3. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.

     Section 7.4. Loans. The Corporation shall not lend money to, guarantee the
obligation of, become a surety for, or otherwise financially assist any person
unless the transaction, or class of transactions to which the transaction
belongs, has been approved by the affirmative vote of a majority of directors
present and:

          (a) is in the usual and regular course of business of the Corporation;

          (b) is with, or for the benefit of, a related corporation, an
     organization in which the Corporation has a financial interest, an
     organization with which the Corporation has a business relationship, or an
     organization, to which the Corporation has the power to make donations;

          (c) is with, or for the benefit of, an officer or other employee of
     the Corporation or a subsidiary,--including an officer or employee who is a
     director of the Corporation or a subsidiary, and may reasonably be
     expected, in the judgment of the Board of Directors, to benefit the
     Corporation; or

          (d) has been approved by the affirmative vote of the holders of
     two-thirds of the outstanding shares, including both voting and nonvoting
     shares.


                                       15



     Section 7.5. Advances. The Corporation may, without a vote of the
directors, advance money to its directors, officers, or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.

                                  ARTICLE VIII
                       BOOKS OF RECORD; AUDIT; FISCAL YEAR

     Section 8.1. Share Register. The Board of Directors of the Corporation
shall cause to be kept at its principal executive office, or such other place or
places within the United States as determined by the Board, a share register not
more than one year old, containing the names and addresses of the shareholders
and the number and classes of the shares held, and the dates on which the
certificates therefor were issued.

     Section 8.2. Books, Records, and Other Documents. The Board of Directors
shall cause to be kept at its principal executive office, originals or copies
of:

          (a) records of all proceedings of the shareholders and directors for
     the last three years;

          (b) Articles of Incorporation of the Corporation and all amendments
     thereto currently in effect;

          (c) Bylaws of the Corporation and all amendments thereto currently in
     effect;

          (d) financial statements as described in Section 8.3 hereof, if such
     statements have been prepared by or for the Corporation;

          (e) reports made to shareholders generally within the immediately
     preceding three years;

          (f) a statement of the names and usual business addresses of the
     directors and principal officers of the Corporation;

          (g) voting trust agreements; and

          (h) shareholder control agreements, if any.

     Section 8.3. Financial Statements. To the extent that they have been
prepared by or for the Corporation, the financial statements required to be kept
at the principal executive or registered office of the Corporation pursuant to
Section 8.2(d) hereof are as follows:


                                       16



          (a) annual financial statements, including at least a balance sheet as
     of the end of, and a statement of income for, each fiscal year; and

          (b) financial statements for the most recent interim period prepared
     in the course of the operations of the Corporation for distribution to the
     shareholders or submission to a governmental agency as a matter of public
     record.

     Section 8.4. Audit. The Board of Directors may cause the records and books
of account of the Corporation to be audited each fiscal year.

     Section 8.5. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.

                                   ARTICLE IX
                                   AMENDMENTS

     Section 9.1. Amendments. Except as limited by the Articles of
Incorporation, these Bylaws may be altered, amended, or repealed by the
affirmative vote of a majority of the members of the Board of Directors. This
authority of the Board of Directors is subject to the power of the shareholders
to change or repeal such Bylaws, and the Board of Directors shall not make or
alter any Bylaws fixing a quorum for meetings of shareholders, prescribing
procedures for removing directors or filling vacancies on the Board, or fixing
the number of directors or their classifications, qualifications, or terms, of
office, but the Board may adopt or amend a Bylaw to increase the number of
directors.

     The undersigned, Secretary of Sunrise Publications, Inc., a Minnesota
corporation, does hereby certify that the foregoing Bylaws were duly adopted as
the Bylaws of the Corporation by its Board of Directors and Shareholders
effective October 13, 1994.


                                        /s/ David R. Pomije, Secretary
                                        ----------------------------------------
                                        David R. Pomije, Secretary


                                       17

                                                                    Exhibit 3.15

          Articles of Incorporation of Marketing Control Services, Inc.



(SEAL)
SCC619
(02/03)

                            COMMONWEALTH OF VIRGINIA
                          STATE CORPORATION COMMISSION

                            ARTICLES OF INCORPORATION
                         OF A VIRGINIA STOCK CORPORATION

     The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of
Virginia, state(s) as follows:

1.   The name of the corporation is:

     MARKETING CONTROL SERVICES, INC.

2.   The number (and classes, if any) of shares the corporation is authorized to
     issue is (are):

               NUMBER OF SHARES AUTHORIZED   CLASS(ES)

               1000                          Commons

               ___________________________   ___________________________________

3.   A.   The name of the corporation's initial registered agent is

          Capital Corporate Services. Inc.

     B.   The initial registered agent is (mark appropriate box):

          (1)  an individual who is a resident of Virginia and

               [ ]  an Initial director of the corporation.

               [ ]  a member of the Virginia State Bar.

                                       OR

          (2)  [X]  a domestic or foreign stock or nonstock corporation, limited
                    liability company or registered limited liability
                    partnership authorized to transact business in Virginia.

4.   A.   The corporation's initial registered office address, which is the
          business office of the initial registered agent is:

          10 S- Jefferson Street, Suite 1400, Roanoke, VA 24011
          (number/street)   (city of town)   (zip code)

     B.   The registered office is physically located in the [X] city or [ ]
          county of Roanoke.

          ___________________________________.

5.   The Initial directors are:

               NAME(S)                                 ADDRESS(ES)

- -------------------------------------   ----------------------------------------

                                        ----------------------------------------

- -------------------------------------   ----------------------------------------

                                        ----------------------------------------

- -------------------------------------   ----------------------------------------

                                        ----------------------------------------

6.   INCORPORATOR(S);


BY: /s/ Kavin A. Carey
    ---------------------------------
Name of Officer: Kavin A. Carey
                 --------------------
Title of Officer: Sole Incorporator
                  -------------------
              SIGNATURE(S)                           PRINTED NAME(S)

Telephone number (optional):
                             -----------------------------

                        SEE INSTRUCTIONS ON THE REVERSE.



                            COMMONWEALTH OF VIRGINIA
                          STATE CORPORATION COMMISSION

                                  July 21, 2003

The State Corporation Commission has found the accompanying articles submitted
on behalf of

MARKETING CONTROL SERVICES, INC.

to comply with the requirements of law, and confirms payment of all required
fees.

Therefore, it is ORDERED that this

CERTIFICATE OF INCORPORATION

be issued and admitted to record with the articles of incorporation in the
Office of the Clerk of the Commission, effective July 21, 2003.

The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.

                                        STATE CORPORATION COMMISSION


                                        By: /s/ Illegible
                                            ------------------------------------
                                            Commissioner
CORPACPT
CIS0375
03-07-21-0172

                                                                    Exhibit 3.16

                   Bylaws of Marketing Control Services, Inc.



                                     BYLAWS

                                       OF

                        MARKETING CONTROL SERVICES, INC.

                            (a Virginia corporation)

                                   ----------

                                    ARTICLE I

                                  SHAREHOLDERS

          1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of
the corporation shall set forth thereon the statements prescribed by Section
13.1-647 of the Virginia Stock Corporation Act ("Stock Corporation Act") and by
any other applicable provision of law, shall be signed by any two of the
following officers: the President, a Vice-President, the Secretary, an Assistant
Secretary, the Treasurer, an Assistant Treasurer, or any two officers designated
by the Board of Directors, and may bear the corporate seal or its facsimile. Any
or all of the signatures upon a certificate may be 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.

          2. FRACTIONAL SHARES OR SCRIP. The corporation may, if authorized by
the Board of Directors: issue fractions of a share or pay in money the value of
fractions of a share; arrange for disposition of fractional shares by the
shareholders; or issue scrip in registered or bearer form entitling the bolder
to receive a full share upon surrendering enough scrip to equal a full share.
Each certificate representing scrip shall be conspicuously labeled "Scrip" and
shall contain the information required by subsection B of Section 13.1-647 of
the Stock Corporation Act. The holder of a fractional share is entitled to
exercise the rights of a shareholder, including the right to vote, to receive
dividends, and to participate in the assets of the corporation upon dissolution.
The holder of scrip is not entitled to any of these rights unless the scrip
provides for them. The Board of Directors may authorize the issuance of scrip
subject to any conditions considered desirable. When the corporation is to pay
in money the value of fractions of a share, such value shall be determined by
the Board of Directors. A good faith judgment of the Board of Directors as to
the value of a fractional share is conclusive.

          3. SHARE TRANSFERS. Upon compliance with any provisions restricting
the transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by



power of attorney duly executed and filed with the Secretary of the corporation,
or with a transfer agent or a registrar and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes
thereon, if any. Except as may be otherwise provided by law, the person in whose
name shares stand on the books of the corporation shall be deemed the owner
thereof for all purposes as regards the corporation; provided that whenever any
transfer of shares shall be made for collateral security, and not absolutely,
such fact, if known to the Secretary of the corporation, shall be so expressed
in the entry of transfer.

          4. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors of the corporation may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than seventy days before the meeting or action requiring such determination
of shareholders. If not otherwise fixed, the record date is the close of
business on the day before the effective date of notice to shareholders. A
determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date, which it shall do if the meeting is
adjourned to a date more than one hundred twenty days after the date fixed for
the original meeting.

          5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Stock Corporation Act confers such rights notwithstanding that the articles of
incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.

          6. SHAREHOLDER MEETINGS.

          - TIME. The annual meeting shall be held on the date fixed from time
to time by the directors. A special meeting shall be held on the date fixed from
time to time by the directors except when the Stock Corporation Act confers the
right to call a special meeting upon the shareholders.

          - PLACE. Annual meetings and special meetings shall be held at such
place in or out of the Commonwealth of Virginia as the directors shall from time
to time fix.



          - CALL. Annual meetings may be called by the directors or the Chairman
of the Board of Directors, the President, or the Secretary or by any officer
instructed by the directors or the President to call the meeting. Special
meetings may be called in like manner.

          - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. A corporation
shall notify shareholders of each annual and special shareholders' meeting. Such
notice shall be given no less than ten nor more than sixty days before the
meeting date except that notice of a shareholders' meeting to act on an
amendment of the articles of incorporation, a plan of merger or share exchange,
a proposed sale of assets pursuant to Section 13.1-724 of the Stock Corporation
Act, or the dissolution of the corporation shall be given not less than
twenty-five nor more than sixty days before the meeting date. Unless the Stock
Corporation Act or the articles of incorporation require otherwise, notice of an
annual meeting need not state the purpose for which the meeting is called.
Notice of a special meeting shall state the purpose for which the meeting is
called. Notwithstanding the foregoing, no notice of a shareholders' meeting need
be given to a shareholder in any instance in which Section 13.1-658 of the Stock
Corporation Act so provides. A shareholder may waive any notice required by the
Stock Corporation Act, the articles of incorporation or the Bylaws before or
after the time and date of the meeting that is the subject of such notice. The
waiver shall be in writing, be signed by the shareholder entitled to the notice,
and be delivered to the Secretary of the corporation for inclusion in the
minutes or filing with the corporate records. A shareholder's attendance at a
meeting waives objection to lack of notice or defective notice of the meeting,
unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting; and waives objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented. The term "notice" as
used in this paragraph shall mean notice in writing as prescribed by Section
13.1-610 of the Stock Corporation Act.

          - VOTING LIST. The officer or agent having charge of the share
transfer books of the corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, with the address of and the number of
shares held by each. The list shall be arranged by voting group and within each
voting group by class or series. For a period of ten days prior to such meeting,
the list of shareholders shall be kept on file at the registered office of the
corporation or at its principal office or at the office of its transfer agent or
registrar and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof. The
original share transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.

          - CONDUCT OF MEETING. Meetings of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of



the Board, if any the Vice-Chairman of the Board, if any, the President, a
Vice-President, if any, or, if none of the foregoing is in office and present
and acting, by a chairman to be chosen by the shareholders. The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act as secretary
of every meeting, but, if neither the Secretary nor an Assistant Secretary is
present, the Chairman of the meeting shall appoint a secretary of the meeting.

          - PROXY REPRESENTATION. A shareholder may appoint a proxy to vote or
otherwise act for him, either personally or by his attorney-in-fact pursuant to
the provisions of Section 13.1-663 of the Stock Corporation Act. An appointment
is valid for eleven months, unless a longer period is expressly provided in the
appointment form. An appointment of a proxy is revocable by the shareholder
unless the appointment form conspicuously states that it is irrevocable and the
appointment is coupled with an interest.

          - SHARES HELD BY NOMINEES. The corporation may establish a procedure
by which the beneficial owner of shares that are registered in the name of a
nominee is recognized by the corporation as the shareholder. The extent of this
recognition may be determined in the procedure.

          - QUORUM. Unless the articles of incorporation or the Stock
Corporation Act provides otherwise, a majority of the votes entitled to be cast
on a matter by a voting group constitutes a quorum of that voting group for
action on that matter. Shares entitled to vote as a separate voting group may
take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
shall be set for that adjourned meeting.

          - VOTING. Directors are elected by a plurality of the votes cast by
the shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation or the Stock Corporation Act provides otherwise.

          7. ACTION WITHOUT MEETING. Action required or permitted by the Stock
Corporation Act to be taken at a shareholders' meeting maybe taken without a
meeting and without action by the Board of Directors if the action is taken by
all the shareholders entitled to vote on the action. The action shall be
evidenced by one or more written consents describing the action taken, signed by
all the shareholders entitled to vote on the action, and delivered to the
Secretary of the corporation for inclusion in the minutes or filing with the
corporate records. Any action taken by unanimous written consent shall be
effective according to its terms when all consents are in the possession of the
corporation. Action taken under this paragraph is effective as of the date
specified therein provided the consent states the date of execution by each
shareholder.



                                   ARTICLE II

                               BOARD OF DIRECTORS

          1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
corporation managed under the direction of, a Board of Directors. The Board may
fix the compensation of directors.

          2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder, a
citizen of the United States, or a resident of the Commonwealth of Virginia. The
initial Board of Directors shall consist of two persons, which is the number of
directors stated in the articles of incorporation, and which shall be the number
of directors until changed. Thereafter, the number of directors shall not be
less than two(2) nor more than five (5). The number of directors may be fixed or
changed from time to time, within such minimum and maximum, by the shareholders
or by the Board of Directors. If not so fixed, the number shall be two. After
shares are issued, only the shareholders of the corporation may change the range
for the size of the Board of Directors or change from a fixed to a
variable-range size board or vice versa. A decrease in the number of directors
does not shorten an incumbent director's term. The number of directors shall
never be less than one.

          3. TERMS AND VACANCIES. The terms of the initial directors of the
corporation expire at the first shareholders' meeting at which directors are
elected. The terms of all other directors expire at the next annual
shareholders' meeting following their election. A decrease in the number of
directors does not shorten an incumbent director's term. The term of a director
elected by the Board of Directors to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. Despite the expiration of
a director's term, he continues to serve until his successor is elected and
qualifies. If a vacancy occurs on the Board of Directors, including a vacancy
resulting from an increase in the number of directors, the shareholders or the
Board of Directors may fill the vacancy; or if the directors remaining in office
constitute fewer than a quorum of the Board of Directors, they may fill the
vacancy by the affirmative vote of a majority of the directors remaining in
office.

          4. MEETINGS.

          - TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.



          - PLACE. The Board of Directors may hold regular or special meetings
in or out of the Commonwealth of Virginia at such place as shall be fixed by the
Board.

          - CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, of the President, or of a majority of the directors in office.

          - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the
Board of Directors may be held without notice of the date, time, place, or
purpose of the meeting. Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not describe the purpose of
the meeting. A director may waive any notice required by the Stock Corporation
Act or by these Bylaws before or after the date and time stated in the notice,
and such waiver shall be equivalent to the giving of such notice. A director's
attendance at or participation in a meeting waives any required notice to him of
the meeting unless the director at the beginning of the meeting or promptly upon
his arrival objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting. Except as hereinbefore provided, a waiver shall be in writing, signed
by the director entitled to the notice, and filed with the minutes or corporate
records.

          - QUORUM AND ACTION. A quorum of the Board of Directors consists of a
majority of the number of directors specified in or fixed in accordance with
these Bylaws. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors.
Whenever the Stock Corporation Act requires the Board of Directors to take any
action or to recommend or approve any proposed corporate act, such action,
recommendation or approval shall not be required if the proposed action or
corporate act is adopted by the unanimous consent of shareholders. The Board of
Directors may permit any or all directors to participate in a regular or special
meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting.

          - CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be
presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, or any other director chosen by the Board.

          5. REMOVAL OF DIRECTORS. The shareholders may remove one or more
directors with or without cause pursuant to the provisions of Section 13.1-680
of the Stock Corporation Act.



          6. COMMITTEES. The Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve on them. Each
committee may have two or more members, who serve at the pleasure of the Board
of Directors. The creation of a committee and the appointment of members to it
shall be approved by the greater number of (a) a majority of all the directors
in office when the action is taken, or (b) the number of directors required by
the articles of incorporation or these Bylaws to take action under the
provisions of Section 13.1-688 of the Stock Corporation Act. The provisions of
Sections 13.1-684 through 13.1-688 of the Stock Corporation Act, which govern
meetings, action without meetings, notice, and waiver of notice, apply to
committees and their members as well. To the extent specified by the Board of
Directors or these Bylaws, each committee may exercise the authority of the
Board of Directors except such authority as may not be delegated under the Stock
Corporation Act.

          7. ACTION WITHOUT MEETING. Action required or permitted by the Stock
Corporation Act to be taken at a Board of Directors' meeting may be taken
without a meeting if the action is taken by all members of the Board. The action
shall be evidenced by one or more written consents stating the action taken,
signed by each director either before or after the action taken, and included in
the minutes or filed with the corporate records reflecting the action taken.
Action taken under this paragraph is effective when the last director signs the
consent unless the consent specifies a different effective date, in which event
the action taken is effective as of the date specified therein provided the
consent states the date of execution by each director.

                                   ARTICLE III

                                    OFFICERS

          The corporation shall have a President, and a Secretary, and such
other officers as may be deemed necessary, each or any of whom may be elected or
appointed by the directors or may be chosen in such manner as the directors
shall determine. The same individual may simultaneously hold more than one
office in the corporation.

          Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and until his
successor has been elected and qualified.

          Each officer of the corporation has the authority and shall perform
the duties prescribed by the Board of Directors or by direction of an officer
authorized by the Board of Directors to prescribe the duties of other officers;
provided, that the Secretary shall have the responsibility for preparing and
maintaining custody of minutes of the directors' and shareholders' meetings and
for authenticating records of the corporation.



          The Board of Directors may remove any officer at any time with or
without cause.

                                   ARTICLE IV

                           REGISTERED OFFICE AND AGENT

          The address of the initial registered office of the corporation and
the name of the initial registered agent of the corporation are set forth in the
original articles of incorporation.

                                   ARTICLE V

                                 CORPORATE SEAL

          The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.

                                   ARTICLE VI

                                   FISCAL YEAR

          The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.

                                   ARTICLE VII

                               CONTROL OVER BYLAWS

          The power to alter, amend, and repeal the Bylaws and to make new
Bylaws shall be vested in the Board of Directors, but Bylaws made by the Board
of Directors may be repealed or changed, and new Bylaws made, by the
shareholders, and the shareholders may prescribe that any Bylaw made by them
shall not be altered, amended, or repealed by the directors.

          I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the Bylaws of Marketing Control Services, Inc., a corporation of the
Commonwealth of Virginia, as in effect on the date hereof.

          WITNESS my hand and the seal of the corporation.



Dated: July 21, 2003.


                                        /s/ Kevin Weimerskirch
                                        ----------------------------------------
                                        Kevin Weimerskirch, Secretary

(SEAL)

                                                                    Exhibit 3.17

            Certificate of Formation of GameStop of Texas (GP), LLC.



                                                         STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                   DELIVERED 01:02 PM 05/25/2004
                                                     FILED 12:55 PM 05/25/2004
                                                    SRV 040385428 - 3807694 FILE

                            CERTIFICATE OF FORMATION

                                       OF

                           GAMESTOP OF TEXAS (GP), LLC

                                   ----------

                    UNDER SECTION 18-201 OF THE DELAWARE CODE

                                   ----------

               The undersigned, an authorized natural person, for the purpose of
forming a limited liability company, under the provisions and subject to Chapter
18, Title 6 of the Delaware Code, as amended and supplemented, and known,
identified and referred to as the "Delaware Limited Liability Company Act" (the
"Act"), hereby certifies that:

          FIRST: The name of the limited liability company is GAMESTOP OF TEXAS
(GP), LLC (hereinafter called the "Company").

          SECOND: The address of the registered office and the name and the
address of the registered agent of the Company required to be maintained by
Section 18-104 of the Act are:

                    Capitol Services, Inc.
                    615 S. Dupont Highway
                    Dover, Delaware 19901

          IN WITNESS WHEREOF, I hereunto sign my name this 24th day of May,
2004.


                                        /s/ Kevin A. Carey
                                        ----------------------------------------
                                        Kevin A. Carey
                                        Authorized Individual

                                                                    Exhibit 3.18

                 Certificate of Amendment of the Certificate of
                   Formation of GameStop of Texas (GP), LLC.



      State of Delaware
      Secretary of State
   Division of Corporations
Delivered 04:41 PM 06/10/2004
  FILED 03:56 PM 06/10/2004
 SRV 040431947 - 3807694 FILE

                            CERTIFICATE OF AMENDMENT

                                       OF

                           Gamestop of Texas (GP), LLC

     1.   The name of the limited liability company is Gamestop of Texas (GP),
          LLC.

     2.   The Certificate of Formation of the limited liability company is
          hereby amended as follows:

     That the registered office of the corporation in the state of Delaware is
     hereby changed to Corporation Trust Center, 1209 Orange Street, in the City
     of Wilmington, County of New Castle.

     That the registered agent of the corporation is hereby changed to THE
     CORPORATION TRUST COMPANY, the business address of which is identical to
     the aforementioned registered office as changed.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Gamestop of Texas (GP), LLC this 9th day of June, 2004.


                                        /s/ Michael E. Jones
                                        ----------------------------------------
                                        Michael E. Jones
                                        Assistant Secretary

                                                                    Exhibit 3.19

Limited Liability Company Agreement of Gamestop of Texas (Gp), LLC, dated as of
                                  May 25, 2004.



                       LIMITED LIABILITY COMPANY AGREEMENT
                         OF GAMESTOP OF TEXAS (GP), LLC

          LIMITED LIABILITY COMPANY AGREEMENT OF GAMESTOP OF TEXAS (GP), LLC,
dated as of May 25, 2004, entered into by GameStop, Inc. ("GameStop"), as the
sole member.

          WHEREAS, GameStop of Texas (GP), LLC (the "Company") was formed as a
Delaware limited liability company pursuant to the filing of a Certificate of
Formation in the office of the Secretary of State of the State of Delaware on
May 25, 2004, and such Certificate of Formation remains in full force and
effect; and

          WHEREAS, GameStop by this document intends to establish the operating
rules by which the Company is to be governed.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, GameStop hereby agrees as follows:

                                    ARTICLE 1

                                   DEFINITIONS

     1.1 Definitions. In this Agreement, the following terms shall have the
meanings set forth below:

          (a) "Act" or "Delaware Act" means the Delaware Limited Liability
Company Act.

          (b) "Agreement" means this Limited Liability Company Agreement.

          (c) "Capital Account" when used with respect to any Member shall mean
the capital account maintained for such Member in accordance with Section 5.3
hereof, as such capital account may be increased or decreased from time to time
pursuant to the provisions of Section 5.3.

          (d) "Capital Contribution" shall mean the total amount of cash and the
agreed net value of property other than cash contributed to the Company by a
Member pursuant to Section 5.1 hereof. Any reference to the Capital Contribution
of a Member shall include the Capital Contribution made by any predecessor
holders of such Member's Membership Interest.

          (e) "Certificate of Formation" shall mean the Certificate of Formation
of the Company filed on May 25, 2004 with the office of the Secretary of State
of the State of Delaware, as the same may from time to time be amended.



          (f) "Code" shall mean the Internal Revenue Code of 1986, as amended,
or any superseding federal revenue statute.

          (g) "Company" has the meaning set forth in the first paragraph of this
Agreement.

          (h) "Distribution" means any cash and other property paid to a Member
by the Company from the operations of the Company.

          (i) "Fiscal Year" shall be the same as that of GameStop Corp.

          (j) "GameStop" has the meaning set forth in the first paragraph of
this Agreement.

          (k) "Manager" has the meaning set forth in Section 4.1 of this
Agreement.

          (l) "Member" shall mean GameStop and any other Person that may
hereafter become a member of the Company pursuant to the terms hereof.

          (m) "Member Nonrecourse Debt" shall mean a nonrecourse debt of the
Company within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations.

          (n) "Member Nonrecourse Deductions" shall mean the items of loss,
deduction, and expenditure attributable to Member Nonrecourse Debt within the
meaning of Section 1.704-2(i)(2) of the Treasury Regulations.

          (o) "Membership Interests" shall mean the respective percentage
interests in the Company held by each Member, of which 100% is held by GameStop
as of the date hereof.

          (p) "Net Losses" shall mean the losses of the Company, if any,
determined in accordance with federal income tax principles.

          (q) "Net Profits" shall mean the income of the Company, if any,
determined in accordance with federal income tax principles.

          (r) "Person" shall mean any individual, corporation, governmental
authority, limited liability company, partnership, trust, joint stock company,
business trust, joint venture, unincorporated association or other entity.

          (s) "Treasury Regulations" shall mean all proposed, temporary and
final regulations promulgated under the Code as from time to time in effect.


                                        2



                                    ARTICLE 2

                                  ORGANIZATION

     2.1 Formation. The Company was formed on May 25, 2004 by having one or more
Persons act as the organizer or organizers of the Company by preparing,
executing and filing the Certificate of Formation with the office of the
Secretary of State of the State of Delaware pursuant to the Act. The acts of
such Person are hereby authorized and ratified.

     2.2 Name. The name of the Company is GameStop of Texas (GP), LLC, or such
other name as the Manager may from time to time select.

     2.3 Principal Place of Business. The principal place of business, the
administrative office and the mailing address of the Company shall be 2250
William D. Tate Avenue, Grapevine, Texas 76051, Attention: David W. Carlson. The
Manager shall have the right to change the principal place of business of the
Company or the administrative office and mailing address of the Company to the
office of any Member, or otherwise, subject to the provisions of the Act. In
addition, the Company may establish any other places of business as the Manager
may from time to time deem advisable.

     2.4 Registered Office. The Company's registered office shall be located c/o
The Corporation Trust Company, Corporation Trust Center, Wilmington, DE 19801,
or such other place in the State of Delaware as the Manager may from time to
time determine.

     2.5 Term. The term of the Company shall commence on the date of filing of
the Certificate of Formation with the Delaware Secretary of State and terminate
upon the dissolution of the Company pursuant to the provisions of the Act or
Article VIII below.

     2.6 Purposes; Powers. The Company may carry on any lawful business, purpose
or activity, whether or not for profit, to the fullest extent provided in the
Delaware Act. The Company shall possess and may exercise all the powers and
privileges granted by the Act or by any other law or by this Agreement, together
with any powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the
businesses, purposes or activities of the Company.

                                    ARTICLE 3

                                     MEMBER

     3.1 Name and Address. GameStop is the sole member of the Company, having a
principal place of business at 2250 William D. Tate Avenue, Grapevine, Texas
76051.

     3.2 Additional Members. One or more additional members of the Company may
be admitted to the Company after the date of this Agreement with the prior
written consent of the Manager.

     3.3 Limitation of Liability. A Member's liability to the Company, to any
other Member or to any third party shall be limited to the maximum extent
permitted by law. A


                                        3



Member shall not be personally liable for any indebtedness, liability or
obligation of the Company, except that such Member shall remain personally
liable for the payment of his or her Capital Contribution and as otherwise
expressly set forth in this Agreement, the Act and any other applicable law.

     3.4 Priority and Return of Capital. If there is more than one Member, no
Member shall have priority over any other Member, whether for the return of a
Capital Contribution or for Net Profits, Net Losses or a Distribution; provided,
however, that this Section 3.4 shall not apply to any loan or other indebtedness
(as distinguished from a Capital Contribution) made by a Member to the Company.

     3.5 Liability of a Member to the Company. A Member that rightfully receives
the return of any portion of a Capital Contribution is liable to the Company
only to the extent now or hereafter provided by the Act. A Member that receives
a Distribution made by the Company in violation of this Agreement or made when
the Company's liabilities exceed its assets (after giving effect to such
Distribution) shall be liable to the Company for the amount of such
Distribution.

     3.6 Financial Adjustments. No Member admitted after the date of this
Agreement shall be entitled to any retroactive allocation of losses, income or
expense deductions incurred by the Company. If there is more than one Member,
the Manager may, at its discretion, at the time a Member is admitted, close the
books and records of the Company (as though the Fiscal Year had ended) or make
pro rata allocations of loss, income and expense deductions to such Member for
that portion of the Fiscal Year in which such Member was admitted, in accordance
with the Code.

     3.7 Action by Members Without a Meeting. Whenever the Members of the
Company are required or permitted to take any action by vote, such action may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by
the Members who hold voting interests 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 of the Members entitled to vote thereon were present and voted and
shall be delivered to the administrative office of the Company, or to an
employee or agent of the Company.

                                    ARTICLE 4

                                   MANAGEMENT

     4.1 Management. The business, affairs and management of the Company,
including its policies and administration, shall be vested in a manager who may,
but need not be, a Member (the "Manager"). The initial Manager shall be
GameStop. The Manager shall have the sole power to do any and all acts necessary
or convenient to or for the furtherance of the purposes described herein,
including all powers, statutory or otherwise, possessed by managers under the
Act.

     4.2 Binding Authority of Manager. No Member is an agent of the Company
solely by virtue of being a Member, and no Member has authority to act for the
Company solely by virtue


                                        4



of being a Member. Subject to Section 4.6 of this Agreement, only the Manager
may act for the Company in connection with the ordinary course of its day to day
business and with respect to all other matters.

     4.3 Manager Discretion; Indemnification. Whenever in this Agreement the
Manager is permitted or required to make a decision in their "discretion" or
"sole discretion" or under a grant of similar authority or latitude, the Manager
shall have no duty or obligation to consider any interest of or factors
affecting some or all the Members so long as Manager acts in good faith and in a
manner which it reasonably believes are in or not opposed to the best interest
of the Company. Each Member hereby agrees that any standard of care or duty
imposed under the Delaware Act or any other applicable law shall be modified,
waived or limited in each case as required to permit the Manager to act under
this Agreement and to make any decision pursuant to the authority prescribed in
this Section 4.3 so long as such action or decision does not constitute gross
negligence or intentional disregard of the terms of this Agreement and is
reasonably believed by the Manager to be consistent with the overall purposes
and objectives of the Company.

     4.4 No Exclusive Duty to Company. The Manager shall not be required to
manage the company as its sole and exclusive function and may have other
business interests and may engage in other activities in addition to those
relating to the Company. The Member acknowledges that the Manager and its
affiliates may pursue such other business opportunities for their respective
accounts regardless of whether they have learned of such opportunity in the
course of the Company's business. Neither the Company nor any Member shall have
any right pursuant to this Agreement to share or participate in such other
business interests or activities or to the income or proceeds derived therefrom.
The Manager shall not incur any liability to the Company or any Member as a
result of engaging in any other business interests or activities.

     4.5 Indemnification. The Company shall indemnify and hold harmless the
Manager and each officer of the Company from and against all claims and demands
to the maximum extent permitted under the Act.

     4.6 Officers. (a) The Manager may designate one or more individuals as
officers of the Company who may but need not have titles, and shall exercise and
perform such powers and duties as shall be assigned to them from time to time by
the Manager. Any officer may be removed by the decision of the Manager at any
time, with or without cause. Each officer shall hold office until his or her
successor is elected and qualified. Any number of offices may be held by the
same individual. Any salaries and other compensation of the officers shall be
fixed by the Manager. The initial officers shall be as follows:

          (i) R. Richard Fontaine shall be the Chief Executive Officer of the
     Company and, in such capacity, shall have general supervision, direction
     and control of the business and affairs of the Company. So long as he is an
     officer of the Company, R. Richard Fontaine shall devote such time,
     attention and energies as may be necessary in his judgment to perform his
     duties hereunder.

          (ii) Daniel A. DeMatteo shall be the President of the Company and, in
     such capacity, shall have general supervision, direction and control of the
     business and affairs


                                        5



     of the Company, subject to the supervision of the Chief Executive Officer.
     So long as he is an officer of the Company, Daniel A. DeMatteo shall devote
     such time, attention and energies as may be necessary in his judgment to
     perform his duties hereunder.

          (iii) David W. Carlson shall be the Executive Vice President and Chief
     Financial Officer of the Company, and in such capacities, shall have
     general supervision, direction and control of the business and financial
     affairs of the Company, subject to the supervision of the Chief Executive
     Officer. So long as he is an officer of the Company, David W. Carlson shall
     devote such time, attention and energies as may be necessary in his
     judgment to perform his duties hereunder.

          (b) Execution of Contracts. Each of the Chief Executive Officer, the
President, the Executive Vice President, the Chief Financial Officer, or any
other officer authorized by the Manager shall execute all bonds, mortgages,
agreements, deeds, instruments and other contracts and documents, except: (i)
where required or permitted by law or this Agreement to be otherwise signed and
executed and (ii) where signing and execution thereof shall be expressly
delegated by the Manager to some other officer or agent of the Company.

          (c) Officers as Agents. The officers, to the extent of their powers
set forth in this Agreement or otherwise vested in them by action of the Manager
not inconsistent with this Agreement, are agents of the Company for the purpose
of the Company's business and the actions of the officers taken in accordance
with such powers shall bind the Company.

                                    ARTICLE 5

                              CAPITAL CONTRIBUTIONS

     5.1 Capital Contributions. The Member has contributed, or is deemed to have
contributed to the capital of the Company the amount set forth in the books and
records of the Company.

     5.2 Additional Contributions. Except as set forth in Section 5.1 of this
Agreement, no Member shall be required to make any Capital Contribution.

     5.3 Capital Accounts. If there is more than one Member, a Capital Account
shall be maintained for each Member. Said Capital Account shall be kept in
accordance with the provisions of Section 1.704-l(b)(2)(iv) of the Treasury
Regulations. Without limiting the foregoing, each Member's Capital Account shall
be (a) increased by the net agreed value of each Capital Contribution made by
such Member, allocations to such Member of the Net Profits and any other
allocations to such Member of income pursuant to the Code, and (b) decreased by
the net agreed value of each Distribution made to such Member by the Company,
allocations to such Member of Net Losses and other allocations to such Member
pursuant to the Code.

     5.4 Transfers. Upon a permitted sale or other transfer of a Membership
Interest in the Company, the Capital Account of the Member transferring its
Membership Interests shall become the Capital Account of the Person to whom such
Membership Interest is sold or transferred in accordance with Section
1.704-l(b)(2)(iv) of the Treasury Regulations.


                                       6



     5.5 Modifications. The manner in which Capital Accounts are to be
maintained pursuant to this Section is intended to comply with the requirements
of Section 704(b) of the Code. If in the opinion of the Members the manner in
which Capital Accounts are to be maintained pursuant to this Agreement should be
modified to comply with Section 704(b) of the Code, then the method in which
Capital Accounts are maintained shall be so modified; provided, however, that
any change in the manner of maintaining Capital Accounts shall not materially
alter the economic agreement between or among the Members.

     5.6 Deficit Capital Account. Except as otherwise required in the Act or
this Agreement, no Member shall have any liability to restore all or any portion
of a deficit balance in a Capital Account.

     5.7 Withdrawal or Reduction of Capital Contributions. A Member shall not
receive from the Company any portion of a Capital Contribution until all
indebtedness and liabilities of the Company, except any indebtedness,
liabilities and obligations to Members on account of their Capital
Contributions, have been paid or there remains property of the Company, in the
sole discretion of the Members, sufficient to pay them. A Member, irrespective
of the nature of the Capital Contribution of such Member, has only the right to
demand and receive cash in return for such Capital Contribution.

                                    ARTICLE 6

                          ALLOCATIONS AND DISTRIBUTIONS

     6.1 Allocations of Profits and Losses and Distributions if There is One
Member. So long as there shall be only one Member, the Net Profits and Net
Losses of the Company shall belong to such Member and any distributions of cash
or property may be made as determined by such Member. The remainder of this
Article VI applies if there shall be more than one Member.

     6.2 Allocations of Profits and Losses. If there is more than one Member,
the Net Profits and the Net Losses for each Fiscal Year shall be allocated among
the Members in accordance with the respective Membership Interests.

     6.3 Required Special Allocations if there is More than One Member.
Notwithstanding Section 6.2 hereof, if there is more than one Member:

          (a) Appropriate adjustments shall be made to the allocations of Net
Profits and Net Losses to the extent required under Section 704(c) of the Code
and the Treasury Regulations thereunder and under Sections 1.704-l(b)(2)(iv)(d),
(e), (f) and (g) of the Treasury Regulations.

          (b) Any Member Nonrecourse Deductions shall be specially allocated to
the Member(s) that bear(s) the economic risk of loss with respect to the Member
Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in
accordance with Section 1.704-2(i)(1) of the Treasury Regulations.

          (c) Appropriate adjustments shall be made to the allocations of Net
Profits and Net Losses to the extent required to comply with the "qualified
income offset" provisions of


                                        7



Section 1.704-1 (b)(2)(ii)(d) of the Treasury Regulations, the Company "minimum
gain chargeback" provisions of Section 1.704-2(f) of the Treasury Regulations,
and the Member "minimum gain chargeback" provisions of Section 1.704-2(i)(4) of
the Treasury Regulations, all issued pursuant to Section 704(b) of the Code.

     6.4 Distributions. The Manager may from time to time make Distributions pro
rata in proportion to Membership Interests as of the record date set for such
Distribution. Distribution of liquidation proceeds shall be governed by Section
8.2.

     6.5 Offset. The Company may offset all amounts owing to the Company by a
Member against any Distribution to be made to such Member.

     6.6 Limitation Upon Distributions. No Distribution shall be declared and
paid unless, after such Distribution is made, the assets of the Company are in
excess of all liabilities of the Company.

     6.7 Interest on and Return of Capital Contributions. No Member shall be
entitled to interest on its Capital Contribution or to a return of its Capital
Contribution, except as specifically set forth in this Agreement.

     6.8 Accounting Period. The accounting period of the Company shall be the
Fiscal Year.

                                    ARTICLE 7

                      TAXES; BOOKS AND RECORDS; INFORMATION

     7.1 Tax Returns. If there is more than one Member, the Manager shall cause
to be prepared and filed all necessary federal and state income tax returns for
the Company. The Manager shall furnish to the Members all pertinent information
in its possession relating to Company operations that is necessary to enable the
Company's income tax returns to be prepared and filed.

     7.2 Tax Elections. The Company shall make the following elections on the
appropriate tax returns:

          (a) If there is more than one Member, and a Distribution as described
in Section 734 of the Code occurs or a transfer of a Membership Interest
described in Section 743 of the Code occurs, upon the written request of any
Member, to elect to adjust the basis of the property of the Company pursuant to
Section 754 of the Code;

          (b) To elect to amortize the organizational expenses of the Company
and the start-up expenditures of the Company under Section 195 of the Code
ratably over a period of sixty (60) months as permitted by Section 709(b) of the
Code; and

          (c) Any other election that the Manager may deem appropriate and in
the best interests of the Members.


                                        8



Neither the Company nor any Member may make an election for the Company to be
taxed as a corporation under the Code or any similar provisions of applicable
state law, and no provisions of this Agreement shall be interpreted to authorize
any such election.

     7.3 Tax Matters Partners. The Manager is hereby designated as the "tax
matters partner" of the Company pursuant to Section 6231(a)(7) of the Code.

     7.4 Books and Records. The Company shall keep books and records of accounts
and minutes of all decisions taken by the Member and the Manager. Such books and
records shall be maintained on a cash basis in accordance with this Agreement.

     7.5 Information. A Member may inspect during ordinary business hours and at
the principal place of business of the Company the Certificate of Formation,
this Agreement, the minutes of any decision of the Member or meeting of the
Manager, any tax returns of the Company for the immediately preceding three
Fiscal Years, and all other business records in the possession of the Company.

                                    ARTICLE 8

                                   DISSOLUTION

     8.1 Dissolution. The Company shall be dissolved and its affairs shall be
wound up upon the first to occur of the following:

          (a) The latest date on which the Company is to dissolve, if any, as
set forth in the Certificate of Formation;

          (b) The unanimous vote or written consent of the holders of all the
Membership Interests; or

          (c) The entry of a decree by a court of competent jurisdiction that
dissolution and liquidation of the Company is required by law.

     8.2 Winding Up. Upon the dissolution of the Company, the Manager may, in
the name of and for an on behalf of the Company, prosecute and defend suits,
whether civil, criminal or administrative, and sell or otherwise dispose of the
Company's assets to the extent permitted by any agreement dealing with the
Company's assets, discharge the Company's liabilities for which a Member or
Members have assumed personal liability and distribute to the Members any
remaining assets of the Company, all without affecting the liability of Members.
Upon such a winding up of the Company, the assets shall be distributed as
follows:

          (a) First, to the payment of the debts and liabilities of the Company,
including Members who are creditors, including any expenses of the Company
incidental to such winding-up and dissolution;

          (b) Second, to the setting up of any reserves which the Manager may
deem reasonably necessary for any contingent or unforeseen liabilities or
obligations of the Company as provided in Section 18-804(b) of the Delaware Act
and, subject to such Section 18-804(b), at


                                        9



the expiration of such period as the aforesaid person or persons may deem
advisable, for distribution in the manner hereinafter provided; and

          (c) Third, in accordance with the first sentence of Section 6.4.

     8.3 Cancellation of Certificate of Formation. Upon the completion of the
distribution of the Company's assets as provided in Section 8.2 hereof, the
Company shall be terminated, and the Manager shall cause the Certificate of
Formation and all qualifications of the Company as a foreign limited liability
company to be canceled and shall take such other actions as may be necessary to
terminate the Company.

     8.4 Deficit Capital Account. If the Company has more than one Member, upon
a liquidation of the Company within the meaning of Section 1.704-l(b)(2)(ii)(g)
of the Treasury Regulations, if any Member has a deficit Capital Account (after
giving effect to all contributions, distributions, allocations and other
adjustments for all Fiscal Years, including the Fiscal Year in which such
liquidation occurs), the Member shall have no obligation to make any Capital
Contribution, and the negative balance of any Capital Account shall not be
considered a debt owed by the Member to the Company or to any other Person for
any purpose.

     8.5 Nonrecourse to Other Members or the Manager. Except as provided by
applicable law or as expressly provided in this Agreement, upon dissolution,
each Member shall receive a return of its Capital Contribution solely from the
assets of the Company. If the assets of the Company remaining after the payment
or discharge of the debts and liabilities of the Company are insufficient to
return any Capital Contribution of any Member, such Member shall have no
recourse against any other Member or the Manager.

     8.6 Distribution in Kind, (a) Notwithstanding the provisions of Section 8.2
which require the liquidation of the assets of the Company, but subject to the
order of priorities provided thereunder, if upon the dissolution of the Company
the Manager determines that an immediate sale of part or all of the assets of
the Company would be impractical or would cause undue loss to the Members, the
Manager may, in its absolute discretion, defer for a reasonable time the
liquidation of any assets except those necessary to satisfy liabilities of the
Company (other than those to Members) and may, in its absolute discretion,
distribute to the Members, in lieu of cash, as tenants in common, undivided
interests in such Company assets as the Manager deems not suitable for
liquidation.

          (b) Any distributions in kind shall be subject to such conditions
relating to the disposition and management of such assets as the Manager deems
reasonable and equitable and to any agreements governing the operating of such
assets at such time. The Manager shall determine the fair market value of any
property distributed in kind using such reasonable method of valuation as it may
adopt.

     8.7 Termination. Upon completion of the dissolution, winding up,
liquidation, and distribution of the assets of the Company, the Company shall be
deemed terminated.


                                       10



                                    ARTICLE 9

                               GENERAL PROVISIONS

     9.1 Notices. Any notice, demand or other communication required or
permitted to be given pursuant to this Agreement shall have been sufficiently
given for all purposes if (a) delivered personally or by overnight courier
service to the party to whom such notice, demand or other communication is
directed or (b) sent by registered or certified mail, postage prepaid, addressed
to the Member or the Company at its address set forth in this Agreement. Except
as otherwise provided in this Agreement, any such notice shall be deemed to be
given (i) when received if delivered personally or by overnight courier and (ii)
three business days after the date on which it was deposited in a regularly
maintained receptacle for the deposit of United States mail, addressed and sent
as set forth in this section.

     9.2 Amendments. This document sets forth the entire operating agreement of
the Company and may be amended by the Member as it sees fit or, if there is more
than one Member, by the unanimous consent or approval of all of the Membership
Interests.

     9.3 Construction. Whenever the singular number is used in this Agreement
and when required by the context, the same shall include the plural and vice
versa, and the masculine gender shall include the feminine and neuter genders
and vice versa.

     9.4 Restriction on Transferability of Interests. Without the prior written
consent of the Manager, no Member may sell, assign, transfer or encumber, in
whole or in part, any of such Member's Membership Interest. Upon the death or
dissolution of a Member, the legal representative of the deceased or dissolved
Member shall thereafter be admitted as a Member upon its agreement to be bound
by the terms hereof.

     9.5 Headings. The headings in this Agreement are for convenience only and
shall not be used to interpret or construe any provision of this Agreement.

     9.6 Waiver. No failure of a Member to exercise, and no delay by a Member in
exercising, any right or remedy under this Agreement shall constitute a waiver
of such right or remedy. No waiver by a Member of any such right or remedy under
this Agreement shall be effective unless made in a writing duly executed by all
Members and specifically referring to each such right or remedy being waived.

     9.7 Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable
law. However, if any provision of this Agreement shall be prohibited by or
invalid under such law, it shall be deemed modified to conform to the minimum
requirements of such law or, if for any reason it is not deemed so modified, it
shall be prohibited or invalid only to the extent of such prohibition or
invalidity without the remainder thereof or any other such provision being
prohibited or invalid.

     9.8 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of all Members, and each of the successors and assignees of the Members,
except that no right Or obligation of a Member under this Agreement may be
assigned by such Member to another Person without first obtaining the written
consent of all other Members.


                                       11



     9.9 Agency. If there is more than one Member, each Member shall designate a
natural person to act as such Member's sole authorized agent for all matters
relating to the Company and to this Agreement (which agent may, in the case of a
Member who is a natural person, be the Member). Unless and until a Member shall
have given written notice to each other member to the effect that such agency
has been terminated, (a) any consent or other instrument to be made or given
under the provisions of this Agreement that may be executed by a Member shall be
executed on behalf of such Member only by such Agent, and (b) each other Member
shall be entitled conclusively to rely on the execution by the agent as if it
were the execution by the Member.

     9.10 Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.


                                       12



          IN WITNESS WHEREOF, the undersigned, intending to be legally bound
hereby, has duly executed this Agreement as of the date first indicated above.

                                        SOLE MEMBER

                                        GAMESTOP, INC.


                                        By:
                                            ------------------------------------
                                            David W. Carlson
                                            Chief Financial Officer


                                       13

                                                                    Exhibit 3.20

                Certificate of Formation of GameStop (LP), LLC.



                            CERTIFICATE OF FORMATION

                                       OF

                                GAMESTOP(LP), LLC

                                   ----------

                    UNDER SECTION 18-201 OF THE DELAWARE CODE

                                   ----------

               The undersigned, an authorized natural person, for the purpose of
forming a limited liability company, under the provisions and subject to Chapter
18, Title 6 of the Delaware Code, as amended and supplemented, and known,
identified and referred to as the "Delaware Limited Liability Company Act" (the
"Act"), hereby certifies that:

          FIRST: The name of the limited liability company is GAMESTOP (LP), LLC
(hereinafter called the "Company").

          SECOND: The address of the registered office and the name and the
address of the registered agent of the Company required to be maintained by
Section 18-104 of the Act are:

               Capitol Services, Inc.
               615 S. Dupont Highway
               Dover, Delaware 19901

          IN WITNESS WHEREOF, I hereunto sign my name this 24th day of May,
2004.


                                        /s/ Kevin A. Carey
                                        ----------------------------------------
                                        Kevin A. Carey
                                        Authorized Individual

                                                         State of Delaware
                                                        Secretary of State
                                                     Division of Corporations
                                                   Delivered 01:04 PM 05/26/2004
                                                     FILED 01:04 PM 05/26/2004
                                                   SRV 040390295 - 3808564 FILE

                                                                    Exhibit 3.21

 Certificate of Amendment of the Certificate of Formation of GameStop (LP), LLC.



                            CERTIFICATE OF AMENDMENT

                                       OF

                                Gamestop(LP), LLC

     1. The name of the limited liability company is Gamestop (LP), LLC.

     2. The Certificate of Formation of the limited liability company is hereby
     amended as follows:

     That the registered office of the corporation in the state of Delaware is
     hereby changed to Corporation Trust Center, 1209 Orange Street, in the
     City of Wilmington, County of New Castle.

     That the registered agent of the corporation is hereby changed to THE
     CORPORATION TRUST COMPANY, the business address of which is identical to
     the aforementioned registered office as changed.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Gamestop (LP), LLC this 9th day of June, 2004.


                                        /s/ Michael E. Jones
                                        ----------------------------------------
                                        Michael E. Jones
                                        Assistant Secretary

      State of Delaware
     Secretary of State
  Division of Corporations
Delivered 04:42 PM 06/10/2004
  FILED 03:57 PM 06/10/2004
SRV 040431957 - 3808564 FILE

                                                                    Exhibit 3.22

   Limited Liability Company Agreement of GameStop (LP), LLC, dated as of May
                                    26, 2004.



                       LIMITED LIABILITY COMPANY AGREEMENT
                             OF GAMESTOP (LP), LLC

          LIMITED LIABILITY COMPANY AGREEMENT OF GAMESTOP (LP), LLC, dated as of
May 26, 2004, entered into by GameStop, Inc. ("GameStop"), as the sole member.

          WHEREAS, GameStop (LP), LLC (the "Company") was formed as a Delaware
limited liability company pursuant to the filing of a Certificate of Formation
in the office of the Secretary of State of the State of Delaware on May 26,
2004, and such Certificate of Formation remains in full force and effect; and

          WHEREAS, GameStop by this document intends to establish the operating
rules by which the Company is to be governed.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, GameStop hereby agrees as follows:

                                    ARTICLE 1

                                   DEFINITIONS

          1.1 Definitions. In this Agreement, the following terms shall have the
meanings set forth below:

               (a) "Act" or "Delaware Act" means the Delaware Limited Liability
Company Act.

               (b) "Agreement" means this Limited Liability Company Agreement.

               (c) "Capital Account" when used with respect to any Member shall
mean the capital account maintained for such Member in accordance with Section
5.3 hereof, as such capital account may be increased or decreased from time to
time pursuant to the provisions of Section 5.3.

               (d) "Capital Contribution" shall mean the total amount of cash
and the agreed net value of property other than cash contributed to the Company
by a Member pursuant to Section 5.1 hereof. Any reference to the Capital
Contribution of a Member shall include the Capital Contribution made by any
predecessor holders of such Member's Membership Interest.

               (e) "Certificate of Formation" shall mean the Certificate of
Formation of the Company filed on May 26, 2004 with the office of the Secretary
of State of the State of Delaware, as the same may from time to time be amended.



               (f) "Code" shall mean the Internal Revenue Code of 1986, as
amended, or any superseding federal revenue statute.

               (g) "Company" has the meaning set forth in the first paragraph of
this Agreement.

               (h) "Distribution" means any cash and other property paid to a
Member by the Company from the operations of the Company.

               (i) "Fiscal Year" shall be the same as that of GameStop Corp.

               (j) "GameStop" has the meaning set forth in the first paragraph
of this Agreement.

               (k) "Manager" has the meaning set forth in Section 4.1 of this
Agreement.

               (l) "Member" shall mean GameStop and any other Person that may
hereafter become a member of the Company pursuant to the terms hereof.

               (m) "Member Nonrecourse Debt" shall mean a nonrecourse debt of
the Company within the meaning of Section 1.704-2(b)(4) of the Treasury
Regulations.

               (n) "Member Nonrecourse Deductions" shall mean the items of loss,
deduction, and expenditure attributable to Member Nonrecourse Debt within the
meaning of Section 1.704-2(i)(2) of the Treasury Regulations.

               (o) "Membership Interests" shall mean the respective percentage
interests in the Company held by each Member, of which 100% is held by GameStop
as of the date hereof.

               (p) "Net Losses" shall mean the losses of the Company, if any,
determined in accordance with federal income tax principles.

               (q) "Net Profits" shall mean the income of the Company, if any,
determined in accordance with federal income tax principles.

               (r) "Person" shall mean any individual, corporation, governmental
authority, limited liability company, partnership, trust, joint stock company,
business trust, joint venture, unincorporated association or other entity.

               (s) "Treasury Regulations" shall mean all proposed, temporary and
final regulations promulgated under the Code as from time to time in effect.


                                        2



                                    ARTICLE 2

                                  ORGANIZATION

     2.1 Formation. The Company was formed on May 26, 2004 by having one or more
Persons act as the organizer or organizers of the Company by preparing,
executing and filing the Certificate of Formation with the office of the
Secretary of State of the State of Delaware pursuant to the Act. The acts of
such Person are hereby authorized and ratified.

     2.2 Name. The name of the Company is GameStop (LP), LLC, or such other name
as the Manager may from time to time select.

     2.3 Principal Place of Business. The principal place of business, the
administrative office and the mailing address of the Company shall be 724 First
Street North, 4th Floor, Minneapolis, MN 55401, Attention: Cathy Preston. The
Manager shall have the right to change the principal place of business of the
Company or the administrative office and mailing address of the Company to the
office of any Member, or otherwise, subject to the provisions of the Act. In
addition, the Company may establish any other places of business as the Manager
may from time to time deem advisable.

     2.4 Registered Office. The Company's registered office shall be located c/o
The Corporation Trust Company, Corporation Trust Center, Wilmington, DE 19801,
or such other place in the State of Delaware as the Manager may from time to
time determine. Capitol Services, Inc.

     2.5 Term. The term of the Company shall commence on the date of filing of
the Certificate of Formation with the Delaware Secretary of State and terminate
upon the dissolution of the Company pursuant to the provisions of the Act or
Article VIII below.

     2.6 Purposes; Powers:. The Company may carry on any lawful business,
purpose or activity, whether or not for profit, to the fullest extent provided
in the Delaware Act. The Company shall possess and may exercise all the powers
and privileges granted by the Act or by any other law or by this Agreement,
together with any powers incidental thereto, so far as such powers and
privileges are necessary or convenient to the conduct, promotion or attainment
of the businesses, purposes or activities of the Company.

                                    ARTICLE 3

                                     MEMBER

     3.1 Name and Address. GameStop is the sole member of the Company, having a
principal place of business at 2250 William D. Tate Avenue, Grapevine, Texas
76051.

     3.2 Additional Members. One or more additional members of the Company may
be admitted to the Company after the date of this Agreement with the prior
written consent of the Manager.


                                       3



     3.3 Limitation of Liability. A Member's liability to the Company, to any
other Member or to any third party shall be limited to the maximum extent
permitted by law. A Member shall not be personally liable for any indebtedness,
liability or obligation of the Company, except that such Member shall remain
personally liable for the payment of his or her Capital Contribution and as
otherwise expressly set forth in this Agreement, the Act and any other
applicable law.

     3.4 Priority and Return of Capital. If there is more than one Member, no
Member shall have priority over any other Member, whether for the return of a
Capital Contribution or for Net Profits, Net Losses or a Distribution; provided,
however, that this Section 3.4 shall not apply to any loan or other indebtedness
(as distinguished from a Capital Contribution) made by a Member to the Company.

     3.5 Liability of a Member to the Company. A Member that rightfully receives
the return of any portion of a Capital Contribution is liable to the Company
only to the extent now or hereafter provided by the Act. A Member that receives
a Distribution made by the Company in violation of this Agreement or made when
the Company's liabilities exceed its assets (after giving effect to such
Distribution) shall be liable to the Company for the amount of such
Distribution.

     3.6 Financial Adjustments. No Member admitted after the date of this
Agreement shall be entitled to any retroactive allocation of losses, income or
expense deductions incurred by the Company. If there is more than one Member,
the Manager may, at its discretion, at the time a Member is admitted, close the
books and records of the Company (as though the Fiscal Year had ended) or make
pro rata allocations of loss, income and expense deductions to such Member for
that portion of the Fiscal Year in which such Member was admitted, in accordance
with the Code.

     3.7 Action by Members Without a Meeting. Whenever the Members of the
Company are required or permitted to take any action by vote, such action may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by
the Members who hold voting interests 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 of the Members entitled to vote thereon were present and voted and
shall be delivered to the administrative office of the Company, or to an
employee or agent of the Company.

                                    ARTICLE 4

                                   MANAGEMENT

     4.1 Management. The business, affairs and management of the Company,
including its policies and administration, shall be vested in a manager who may,
but need not be, a Member (the "Manager"). The initial Manager shall be
GameStop. The Manager shall have the sole power to do any and all acts necessary
or convenient to or for the furtherance of the purposes described herein,
including all powers, statutory or otherwise, possessed by managers under the
Act.


                                        4



     4.2 Binding Authority of Manager. No Member is an agent of the Company
solely by virtue of being a Member, and no Member has authority to act for the
Company solely by virtue of being a Member. Subject to Section 4.6 of this
Agreement, only the Manager may act for the Company in connection with the
ordinary course of its day to day business and with respect to all other
matters.

     4.3 Manager Discretion; Indemnification. Whenever in this Agreement the
Manager is permitted or required to make a decision in their "discretion" or
"sole discretion" or under a grant of similar authority or latitude, the Manager
shall have no duty or obligation to consider any interest of or factors
affecting some or all the Members so long as Manager acts in good faith and in a
manner which it reasonably believes are in or not opposed to the best interest
of the Company. Each Member hereby agrees that any standard of care or duty
imposed under the Delaware Act or any other applicable law shall be modified,
waived or limited in each case as required to permit the Manager to act under
this Agreement and to make any decision pursuant to the authority prescribed
in this Section 4.3 so long as such action or decision does not constitute gross
negligence or intentional disregard of the terms of this Agreement and is
reasonably believed by the Manager to be consistent with the overall purposes
and objectives of the Company.

     4.4 No Exclusive Duty to Company. The Manager shall not be required to
manage the company as its sole and exclusive function and may have other
business interests and may engage in other activities in addition to those
relating to the Company. The Member acknowledges that the Manager and its
affiliates may pursue such other business opportunities for their respective
accounts regardless of whether they have learned of such opportunity in the
course of the Company's business. Neither the Company nor any Member shall have
any right pursuant to this Agreement to share or participate in such other
business interests or activities or to the income or proceeds derived therefrom.
The Manager shall not incur any liability to the Company or any Member as a
result of engaging in any other business interests or activities.

     4.5 Indemnification. The Company shall indemnify and hold harmless the
Manager and each officer of the Company from and against all claims and demands
to the maximum extent permitted under the Act.

     4.6 Officers. (a) The Manager may designate one or more individuals as
officers of the Company who may but need not have titles, and shall exercise and
perform such powers and duties as shall be assigned to them from time to time by
the Manager. Any officer may be removed by the decision of the Manager at any
time, with or without cause. Each officer shall hold office until his or her
successor is elected and qualified. Any number of offices may be held by the
same individual. Any salaries and other compensation of the officers shall be
fixed by the Manager. The initial officers shall be as follows:

               (i) Cathy Preston shall be the President of the Company and, in
     such capacity, shall have general supervision, direction and control of the
     business and affairs of the Company. So long as she is an officer of the
     Company, Cathy Preston shall devote such time, attention and energies as
     may be necessary in his judgment to perform her duties hereunder.


                                       5



               (ii) Paul Anderson shall be the Secretary and Treasurer of the
     Company and, in such capacities, shall exercise and perform such powers and
     duties with respect to the administration of the business and affairs of
     the Company and the financial records, corporate funds and securities and
     accounts of the Company, as from time to time may be assigned to him by the
     President or the Manager. So long as he is an officer of the Company, Paul
     Anderson shall devote such time, attention and energies as may be necessary
     in his judgment to perform his duties hereunder.

          (b) Execution of Contracts. The President, or any other officer
authorized by such Officer or the Manager shall execute all bonds, mortgages,
agreements, deeds, instruments and other contracts and documents, except: (i)
where required or permitted by law or this Agreement to be otherwise signed and
executed and (ii) where signing and execution thereof shall be expressly
delegated by the Manager to some other officer or agent of the Company.

          (c) Officers as Agents. The officers, to the extent of their powers
set forth in this Agreement or otherwise vested in them by action of the Manager
not inconsistent with this Agreement, are agents of the Company for the purpose
of the Company's business and the actions of the officers taken in accordance
with such powers shall bind the Company.

                                    ARTICLE 5

                              CAPITAL CONTRIBUTIONS

     5.1 Capital Contributions. The Member has contributed, or is deemed to have
contributed to the capital of the Company the amount set forth in the books and
records of the Company.

     5.2 Additional Contributions. Except as set forth in Section 5.1 of this
Agreement, no Member shall be required to make any Capital Contribution.

     5.3 Capital Accounts. If there is more than one Member, a Capital Account
shall be maintained for each Member. Said Capital Account shall be kept in
accordance with the provisions of Section 1.704-1(b)(2)(iv) of the Treasury
Regulations. Without limiting the foregoing, each Member's Capital Account shall
be (a) increased by the net agreed value of each Capital Contribution made by
such Member, allocations to such Member of the Net Profits and any other
allocations to such Member of income pursuant to the Code, and (b) decreased by
the net agreed value of each Distribution made to such Member by the Company,
allocations to such Member of Net Losses and other allocations to such Member
pursuant to the Code.

     5.4 Transfers. Upon a permitted sale or other transfer of a Membership
Interest in the Company, the Capital Account of the Member transferring its
Membership Interests shall become the Capital Account of the Person to whom such
Membership Interest is sold or transferred in accordance with Section
1.704-1(b)(2)(iv) of the Treasury Regulations.

     5.5 Modifications. The manner in which Capital Accounts are to be
maintained pursuant to this Section is intended to comply with the requirements
of Section 704(b) of the Code. If in the opinion of the Members the manner in
which Capital Accounts are to be maintained pursuant to this Agreement should be
modified to comply with Section 704(b) of the


                                        6



Code, then the method in which Capital Accounts are maintained shall be so
modified; provided, however, that any change in the manner of maintaining
Capital Accounts shall not materially alter the economic agreement between or
among the Members.

     5.6 Deficit Capital Account. Except as otherwise required in the Act or
this Agreement, no Member shall have any liability to restore all or any portion
of a deficit balance in a Capital Account.

     5.7 Withdrawal or Reduction of Capital Contributions. A Member shall not
receive from the Company any portion of a Capital Contribution until all
indebtedness and liabilities of the Company, except any indebtedness,
liabilities and obligations to Members on account of their Capital
Contributions, have been paid or there remains property of the Company, in the
sole discretion of the Members, sufficient to pay them. A Member, irrespective
of the nature of the Capital Contribution of such Member, has only the right to
demand and receive cash in return for such Capital Contribution.

                                    ARTICLE 6

                          ALLOCATIONS AND DISTRIBUTIONS

     6.1 Allocations of Profits and Losses and Distributions if There is One
Member. So long as there shall be only one Member, the Net Profits and Net
Losses of the Company shall belong to such Member and any distributions of cash
or property may be made as determined by such Member. The remainder of this
Article VI applies if there shall be more than one Member.

     6.2 Allocations of Profits and Losses. If there is more than one Member,
the Net Profits and the Net Losses for each Fiscal Year shall be allocated among
the Members in accordance with the respective Membership Interests.

     6.3 Required Special Allocations if there is More than One Member.
Notwithstanding Section 6.2 hereof, if there is more than one Member:

          (a) Appropriate adjustments shall be made to the allocations of Net
Profits and Net Losses to the extent required under Section 704(c) of the Code
and the Treasury Regulations thereunder and under Sections 1.704-l(b)(2)(iv)(d),
(e), (f) and (g) of the Treasury Regulations.

          (b) Any Member Nonrecourse Deductions shall be specially allocated to
the Member(s) that bear(s) the economic risk of loss with respect to the Member
Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in
accordance with Section 1.704-2(i)(l) of the Treasury Regulations.

          (c) Appropriate adjustments shall be made to the allocations of Net
Profits and Net Losses to the extent required to comply with the "qualified
income offset" provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury
Regulations, the Company "minimum gain chargeback" provisions of Section
1.704-2(f) of the Treasury Regulations, and the Member "minimum gain chargeback"
provisions of Section 1.704-2(i)(4) of the Treasury Regulations, all issued
pursuant to Section 704(b) of the Code.


                                       7



     6.4 Distributions. The Manager may from time to time make Distributions pro
rata in proportion to Membership Interests as of the record date set for such
Distribution. Distribution of liquidation proceeds shall be governed by Section
8.2.

     6.5 Offset. The Company may offset all amounts owing to the Company by a
Member against any Distribution to be made to such Member.

     6.6 Limitation Upon Distributions. No Distribution shall be declared and
paid unless, after such Distribution is made, the assets of the Company are in
excess of all liabilities of the Company.

     6.7 Interest on and Return of Capital Contributions. No Member shall be
entitled to interest on its Capital Contribution or to a return of its Capital
Contribution, except as specifically set forth in this Agreement.

     6.8 Accounting Period. The accounting period of the Company shall be the
Fiscal Year.

                                    ARTICLE 7

                      TAXES; BOOKS AND RECORDS; INFORMATION

     7.1 Tax Returns. If there is more than one Member, the Manager shall cause
to be prepared and filed all necessary federal and state income tax returns for
the Company. The Manager shall furnish to the Members all pertinent information
in its possession relating to Company operations that is necessary to enable the
Company's income tax returns to be prepared and filed.

     7.2 Tax Elections. The Company shall make the following elections on the
appropriate tax returns:

          (a) If there is more than one Member, and a Distribution as described
in Section 734 of the Code occurs or a transfer of a Membership Interest
described in Section 743 of the Code occurs, upon the written request of any
Member, to elect to adjust the basis of the property of the Company pursuant to
Section 754 of the Code;

          (b) To elect to amortize the organizational expenses of the Company
and the start-up expenditures of the Company under Section 195 of the Code
ratably over a period of sixty (60) months as permitted by Section 709(b) of the
Code; and

          (c) Any other election that the Manager may deem appropriate and in
the best interests of the Members.

Neither the Company nor any Member may make an election for the Company to be
taxed as a corporation under the Code or any similar provisions of applicable
state law, and no provisions of this Agreement shall be interpreted to authorize
any such election.


                                       8



     7.3 Tax Matters Partners. The Manager is hereby designated as the "tax
matters partner" of the Company pursuant to Section 6231(a)(7) of the Code.

     7.4 Books and Records. The Company shall keep books and records of accounts
and minutes of all decisions taken by the Member and the Manager. Such books and
records shall be maintained on a cash basis in accordance with this Agreement.

     7.5 Information. A Member may inspect during ordinary business hours and at
the principal place of business of the Company the Certificate of Formation,
this Agreement, the minutes of any decision of the Member or meeting of the
Manager, any tax returns of the Company for the immediately preceding three
Fiscal Years, and all other business records in the possession of the Company.

                                    ARTICLE 8

                                   DISSOLUTION

     8.1 Dissolution. The Company shall be dissolved and its affairs shall be
wound up upon the first to occur of the following:

          (a) The latest date on which the Company is to dissolve, if any, as
set forth in the Certificate of Formation;

          (b) The unanimous vote or written consent of the holders of all the
Membership Interests; or

          (c) The entry of a decree by a court of competent jurisdiction that
dissolution and liquidation of the Company is required by law.

     8.2 Winding Up. Upon the dissolution of the Company, the Manager may, in
the name of and for an on behalf of the Company, prosecute and defend suits,
whether civil, criminal or administrative, and sell or otherwise dispose of the
Company's assets to the extent permitted by any agreement dealing with the
Company's assets, discharge the Company's liabilities for which a Member or
Members have assumed personal liability and distribute to the Members any
remaining assets of the Company, all without affecting the liability of Members.
Upon such a winding up of the Company, the assets shall be distributed as
follows:

          (a) First, to the payment of the debts and liabilities of the Company,
including Members who are creditors, including any expenses of the Company
incidental to such winding-up and dissolution;

          (b) Second, to the setting up of any reserves which the Manager may
deem reasonably necessary for any contingent or unforeseen liabilities or
obligations of the Company as provided in Section 18-804(b) of the Delaware Act
and, subject to such Section 18-804(b), at the expiration of such period as the
aforesaid person or persons may deem advisable, for distribution in the manner
hereinafter provided; and

          (c) Third, in accordance with the first sentence of Section 6.4.


                                        9



     8.3 Cancellation of Certificate of Formation. Upon the completion of the
distribution of the Company's assets as provided in Section 8.2 hereof, the
Company shall be terminated, and the Manager shall cause the Certificate of
Formation and all qualifications of the Company as a foreign limited liability
company to be canceled and shall take such other actions as may be necessary to
terminate the Company.

     8.4 Deficit Capital Account. If the Company has more than one Member, upon
a liquidation of the Company within the meaning of Section 1.704-l(b)(2)(ii)(g)
of the Treasury Regulations, if any Member has a deficit Capital Account (after
giving effect to all contributions, distributions, allocations and other
adjustments for all Fiscal Years, including the Fiscal Year in which such
liquidation occurs), the Member shall have no obligation to make any Capital
Contribution, and the negative balance of any Capital Account shall not be
considered a debt owed by the Member to the Company or to any other Person for
any purpose.

     8.5 Nonrecourse to Other Members or the Manager. Except as provided by
applicable law or as expressly provided in this Agreement, upon dissolution,
each Member shall receive a return of its Capital Contribution solely from the
assets of the Company. If the assets of the Company remaining after the payment
or discharge of the debts and liabilities of the Company are insufficient to
return any Capital Contribution of any Member, such Member shall have no
recourse against any other Member or the Manager.

     8.6 Distribution in Kind. (a) Notwithstanding the provisions of Section 8.2
which require the liquidation of the assets of the Company, but subject to the
order of priorities provided thereunder, if upon the dissolution of the Company
the Manager determines that an immediate sale of part or all of the assets of
the Company would be impractical or would cause undue loss to the Members, the
Manager may, in its absolute discretion, defer for a reasonable time the
liquidation of any assets except those necessary to satisfy liabilities of the
Company (other than those to Members) and may, in its absolute discretion,
distribute to the Members, in lieu of cash, as tenants in common, undivided
interests in such Company assets as the Manager deems not suitable for
liquidation.

          (b) Any distributions in kind shall be subject to such conditions
relating to the disposition and management of such assets as the Manager deems
reasonable and equitable and to any agreements governing the operating of such
assets at such time. The Manager shall determine the fair market value of any
property distributed in kind using such reasonable method of valuation as it may
adopt.

     8.7 Termination. Upon completion of the dissolution, winding up,
liquidation, and distribution of the assets of the Company, the Company shall be
deemed terminated.

                                    ARTICLE 9

                               GENERAL PROVISIONS

     9.1 Notices. Any notice, demand or other communication required or
permitted to be given pursuant to this Agreement shall have been sufficiently
given for all purposes if (a) delivered personally or by overnight courier
service to the party to whom such notice, demand or other communication is
directed or (b) sent by registered or certified mail, postage


                                       10



prepaid, addressed to the Member or the Company at its address set forth in this
Agreement. Except as otherwise provided in this Agreement, any such notice shall
be deemed to be given (i) when received if delivered personally or by overnight
courier and (ii) three business days after the date on which it was deposited in
a regularly maintained receptacle for the deposit of United States mail,
addressed and sent as set forth in this section.

     9.2 Amendments. This document sets forth the entire operating agreement of
the Company and may be amended by the Member as it sees fit or, if there is more
than one Member, by the unanimous consent or approval of all of the Membership
Interests.

     9.3 Construction. Whenever the singular number is used in this Agreement
and when required by the context, the same shall include the plural and vice
versa, and the masculine gender shall include the feminine and neuter genders
and vice versa.

     9.4 Restriction on Transferability of Interests. Without the prior written
consent of the Manager, no Member may sell, assign, transfer or encumber, in
whole or in part, any of such Member's Membership Interest. Upon the death or
dissolution of a Member, the legal representative of the deceased or dissolved
Member shall thereafter be admitted as a Member upon its agreement to be bound
by the terms hereof.

     9.5 Headings. The headings in this Agreement are for convenience only and
shall not be used to interpret or construe any provision of this Agreement.

     9.6 Waiver. No failure of a Member to exercise, and no delay by a Member in
exercising, any right or remedy under this Agreement shall constitute a waiver
of such right or remedy. No waiver by a Member of any such right or remedy under
this Agreement shall be effective unless made in a writing duly executed by all
Members and specifically referring to each such right or remedy being waived.

     9.7 Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such a manner as to be effective and valid under applicable
law. However, if any provision of this Agreement shall be prohibited by or
invalid under such law, it shall be deemed modified to conform to the minimum
requirements of such law or, if for any reason it is not deemed so modified, it
shall be prohibited or invalid only to the extent of such prohibition or
invalidity without the remainder thereof or any other such provision being
prohibited or invalid.

     9.8 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of all Members, and each of the successors and assignees of the Members,
except that no right or obligation of a Member under this Agreement may be
assigned by such Member to another Person without first obtaining the written
consent of all other Members.

     9.9 Agency. If there is more than one Member, each Member shall designate a
natural person to act as such Member's sole authorized agent for all matters
relating to the Company and to this Agreement (which agent may, in the case of a
Member who is a natural person, be the Member). Unless and until a Member shall
have given written notice to each other member to the effect that such agency
has been terminated, (a) any consent or other instrument to be made or given
under the provisions of this Agreement that may be executed by a Member shall be
executed on behalf of such Member only by such Agent, and (b) each other Member
shall be


                                       11



entitled conclusively to rely on the execution by the agent as if it were the
execution by the Member.

     9.10 Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of Delaware, all rights and remedies being governed
by said laws.


                                       12



     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Agreement as of the date first indicated above.

                                        SOLE MEMBER

                                        GAMESTOP, INC.


                                        By:
                                            ------------------------------------
                                            David W. Carlson
                                            Chief Financial Officer


                                       13

                                                                    Exhibit 3.23

       Certificate of Incorporation of Electronics Boutique Holdings Corp.



                          CERTIFICATE OF INCORPORATION

                                       OF

                       ELECTRONICS BOUTIQUE HOLDINGS CORP.

     FIRST: The name of the Corporation is Electronics Boutique Holdings Corp.

     SECOND: The address of the registered office of the Corporation in the
State of Delaware is 103 Springer Building, 3411 Silverside Road, Wilmington,
Delaware 19810, located in the County of New Castle, Delaware. The name of its
registered agent at that address is Organization Services, Inc.

     THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware as set forth in Title 8 of the Delaware Code (the "GCL").

     FOURTH: A. The total number of shares of capital stock which the
Corporation shall have authority to issue is 125,000,000 shares (the "Capital
Stock"), consisting of 100,000,000 shares of common stock, par value $.01 per
share (the "Common Stock"), and 25,000,000 shares of preferred stock, par value
$.01 per share (the "Preferred Stock").

     B. Shares of Preferred Stock may be issued from time to time in one or more
series, as provided for herein or as provided for by the Board of Directors as
permitted hereby. All shares of Preferred Stock shall be of equal rank and shall
be identical, except as fixed by the Board of Directors for any series provided
for by the Board of Directors as permitted hereby. All shares of any one series
shall be identical in all respects with all the other shares of such series,
except the shares of any one series issued at different times may differ as to
the dates from which dividends thereon may be cumulative.

     The Board of Directors is hereby authorized, by resolution or resolutions,
to establish, out of the unissued (including previously issued and subsequently
retired) shares of Preferred Stock not then allocated to any series of Preferred
Stock, additional series of Preferred Stock. Before any shares of any such
additional series are issued, the Board of Directors shall fix and determine,
and is hereby expressly empowered to fix and determine, by resolution or
resolutions, the number of shares constituting such series and the
distinguishing characteristics and the relative rights, preferences, privileges
and immunities, if any, and any qualifications, limitations or restrictions
thereof, so far as not inconsistent with the provisions of this Article FOURTH.
Without limiting the generality of the foregoing, the Board of Directors may
fix and determine:

          1. The designation of such series and the number of shares which shall
     constitute such series of such shares;



          2. The rate of dividend, if any, payable on shares of such series;

          3. Whether the shares of such series shall be cumulative,
     non-cumulative or partially cumulative as to dividends, and the dates from
     which any cumulative dividends are to accumulate;

          4. Whether the shares of such series may be redeemed, and, if so, the
     price or prices at which and the terms and conditions on which shares of
     such series may be redeemed;

          5. The amount payable upon shares of such series in the event of the
     voluntary or involuntary dissolution, liquidation or winding up of the
     affairs of the Corporation;

          6. The sinking fund provisions, if any, for the redemption of shares
     of such series;

          7. The voting rights, if any, of the shares of such series;

          8. The terms and conditions, if any, on which shares of such series
     may be converted into shares of capital stock of the Corporation of any
     other class or series;

          9. Whether the shares of such series are to be preferred over shares
     of capital stock of the Corporation of any other class or series as to
     dividends, or upon the voluntary or involuntary dissolution, liquidation,
     or winding up of the affairs of the Corporation, or otherwise; and

          10. Any other characteristics, preferences, limitations, rights,
     privileges, immunities or terms not inconsistent with the provisions of
     this Article FOURTH.

     C. Except as otherwise provided in this Certificate of Incorporation, each
holder of Common Stock shall be entitled to one vote for each share of Common
Stock held by him on all matters submitted to stockholders for a vote and each
holder of Preferred Stock of any series that is Voting Stock (as hereinafter
defined) shall be entitled to such number of votes for each share held by him as
may be specified in the Certificate of Designation in respect thereof.

     FIFTH: The name and mailing address of the sole incorporator is as follows:

               Brian I, Sopinsky, Esquire
               Klehr, Harrison, Harvey, Branzburg & Ellers LLP
               1401 Walnut Street
               Philadelphia, PA 19102-3163


                                       -2-



     SIXTH: The Corporation is to have perpetual existence.

     SEVENTH: A. The Board of Directors shall have the power to make, adopt,
alter, amend, change or repeal the Bylaws of the Corporation (the "Bylaws") by
resolution adopted by the affirmative vote of a majority of the entire Board of
Directors, subject to any law or Bylaw provision requiring the affirmative vote
of a larger percentage of the members of the Board of Directors.

          B. Stockholders may not make, adopt, alter, amend, change or repeal
the Bylaws of the Corporation or Articles Seventh, Eighth, Ninth, Tenth or
Eleventh of this Certificate of Incorporation except upon the affirmative vote
of at least 66.67% of the votes entitled to be cast by the holders of all
outstanding shares then entitled to vote generally in the election of directors,
voting together as a single class.

     EIGHTH: The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, which shall consist of not less
than three nor more than twenty directors, the exact number of directors to be
determined from time to time by resolution adopted by affirmative vote of a
majority of the entire Board of Directors, subject to any bylaw requiring the
affirmative vote of a larger percentage of the members of the Board of
Directors. The Board of Directors shall be divided as nearly equal as possible
in number into three classes, designated Class I, Class II and Class III. Class
I directors shall be initially elected for a term expiring at the first annual
meeting of stockholders of the Corporation following the date hereof, Class II
directors shall be initially elected for a term expiring at the second annual
meeting of stockholders of the Corporation following the date hereof, and Class
III directors shall be initially elected for a term expiring at the third annual
meeting of stockholders of the Corporation following the date hereof, At each
annual meeting of stockholders, beginning in 1999, successors to the class of
directors whose term expires at that annual meeting shall be elected for a three
year term. If the number of directors is changed, any increase or decrease shall
be apportioned among the classes so as to maintain the number of directors in
each class as nearly equal as possible, and any additional director of any class
elected to fill a vacancy resulting from an increase in such class shall hold
office for a term that shall coincide with the remaining term of that class, but
in no case will a decrease in the number of directors shorten the term of any
incumbent director. A director shall hold office until the annual meeting for
the year in which his term expires and until his successor shall be elected and
shall qualify, subject, however, to such director's prior death, resignation,
retirement, disqualification or removal from office. Subject to Article III,
Section 2 of the Bylaws, any vacancy on the Board of Directors that results from
an increase in the number of directors and any other vacancy may only be filled
by a majority of the directors then in office, even if less than a quorum, or by
a sole remaining director. Any director elected to fill a vacancy not resulting
from an increase in the number of directors shall have the same remaining term
as that of his predecessor.

     NINTH: Special meetings of the stockholders of the Corporation, for any
purpose or purposes, may only be called at any time by a majority of the entire
Board of Directors or by either the Chairman, the Chief Executive Officer or the
President of the Corporation.


                                       -3-



     TENTH: No stockholder action may be taken except at an annual or special
meeting of stockholders of the Corporation and stockholders of the Corporation
may not take any action by written consent in lieu of a meeting.

     ELEVENTH: Directors and officers, in exercising their respective powers
with a view to the interests of the Corporation, may consider:

          (a) The interests of the Corporation's employees, suppliers, creditors
and customers;

          (b) The economy of the state and nation;

          (c) The interests of the community and of society; and

          (d) The long-term as well as short-term interests of the Corporation
and its stockholders, including the possibility that these interests may be best
served by the continued independence of the Corporation.

     This Article ELEVENTH does not create or authorize any causes of action
against the corporation or its directors or officers.

          TWELFTH: A. Subject to Section C of this Article TWELFTH, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact that he
is or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation, or, with respect to any
criminal action or proceeding, had reasonable cause to believe his conduct was
unlawful.

          B. Subject to Section C of this Article TWELFTH, the Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another corporation,
partnership,


                                       -4-



joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

          C. Any indemnification under this Article TWELFTH (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director or officer is proper
in the circumstances because he has met the applicable standard of conduct set
forth in Section A or Section B of this Article TWELFTH, as the case may be.
Such determination shall be made (i) by a majority vote of directors who were
not parties to such action, suit or proceeding, even though less than a quorum,
or (ii) by a committee of such disinterested directors designated by a majority
of such disinterested directors, even though less than a quorum, or (iii) if
there are no such disinterested directors or if such disinterested directors so
direct, by independent legal counsel in a written opinion, or (iv) by the
stockholders. To the extent, however, that a director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described in Section A or Section B of this Article
TWELFTH, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith, without the necessity of authorization
in the specific case.

          D. For purposes of any determination under Section C of this Article
TWELFTH, a person shall be deemed to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
Corporation, and, with respect to any criminal action or proceeding, to have had
no reasonable cause to believe his conduct was unlawful, if his action is based
on the records or books of account of the Corporation or another enterprise, or
on information supplied to him by the officers of the Corporation or another
enterprise in the course of their duties, or on the advice of legal counsel for
the Corporation or another enterprise or on information or records given or
reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another enterprise. The term "another
enterprise" as used in this Section D of Article TWELFTH shall mean any other
corporation or any partnership, joint venture, trust or other enterprise of
which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent. The provisions of this Section D shall not
be deemed to be exclusive or to limit in any way the circumstances in which a
person may be deemed to have met the applicable standard of conduct set forth in
Sections A or B of this Article TWELFTH as the case may be.

          E. Notwithstanding any contrary determination in the specific case
under Section C of this Article TWELFTH, and notwithstanding the absence of any
determination thereunder, any


                                       -5-



director or officer may apply to any court of competent jurisdiction in the
State of Delaware for indemnification to the extent otherwise permissible under
Sections A and B of this Article TWELFTH. The basis of such indemnification by a
court shall be a determination by such court that indemnification of the
director or officer is proper in the circumstances because he has met the
applicable standards of conduct set forth in Sections A or B of this Article
TWELFTH, as the case may be. Notice of any application for indemnification
pursuant to this Section E of Article TWELFTH shall be given to the Corporation
promptly upon the filing of such application.

          F. Expenses incurred by a director or officer of the Corporation in
defending or investigating a threatened or pending action, suit or proceeding
may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
this Article TWELFTH.

          G. The indemnification and advancement of expenses provided by this
Article TWELFTH shall not be deemed exclusive of any other rights to which any
person seeking indemnification or advancement of expenses may be entitled under
any Bylaw, agreement, contract, vote of stockholders or disinterested directors
or pursuant to the direction (howsoever embodied) of any court of competent
Jurisdiction or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, it being the policy of the
Corporation that indemnification of, and advancement of expenses to, the persons
specified in Sections A and B of this Article TWELFTH shall be made to the
fullest extent permitted by law, The provisions of this Article TWELFTH shall
not be deemed to preclude the indemnification of, and advancement of expenses
to, any person who is not specified in Sections A or B of this Article TWELFTH
but whom the Corporation has the power or obligation to indemnify under the
provisions of the General Corporation Law of the State of Delaware, or
otherwise. The indemnification provided by this Article TWELFTH shall continue
as to a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such person.

          H. The Corporation may purchase and maintain insurance on behalf of
any person who is or was a director or officer of the Corporation, or, while a
director or officer of the Corporation, is or was serving at the request of the
Corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power or the obligation to
indemnify him against such liability under the provisions of this Article
TWELFTH.

          I. For purposes of this Article TWELFTH, reference to "the
Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors or officers, so that any
person who is or was a director or officer of such constituent corporation, or
is or was serving at the request of such constituent corporation as a director
or officer of another corporation, partnership.


                                       -6-



limited liability company, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article TWELFTH with respect
to the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

     THIRTEENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the GCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of Section 279 of the GCL, order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.

     FOURTEENTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     FIFTEENTH: No director of this Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
GCL is hereafter amended to authorize corporate action further limiting or
eliminating the personal liability of directors, then the liability of each
director of the Corporation shall be limited or eliminated to the fullest extent
permitted by the GCL as so amended from time to time.

     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 13th day of March, 1998.


                                        /s/ Brian I. Sopinsky
                                        ----------------------------------------
                                        Brian I. Sopinsky, Sole Incorporator


                                       -7-

                                                                    Exhibit 3.24

   Certificate of Amendment of the Certificate of Incorporation of Electronics
                             Boutique Holdings Corp.



                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                       ELECTRONICS BOUTIQUE HOLDINGS CORP.

     ELECTRONICS BOUTIQUE HOLDINGS CORP., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

     FIRST: That at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

          RESOLVED, that the Certificate of Incorporation of this Corporation be
          amended by changing the Article thereof numbered "EIGHTH" so that,
          as amended, said Article shall be and read as follows:

               "EIGHTH: Deleted."

     SECOND: That thereafter, pursuant to resolution of the Board of Directors,
an annual meeting of the stockholders of the Corporation was duly called and
held upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware, at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, the Corporation this caused this certificate to be
signed by James A. Smith, its Senior Vice President, Chief Financial Officer and
Secretary, this 29th day of June, 2004.

                                        ELECTRONICS BOUTIQUE HOLDINGS CORP.


                                        By: /s/ James A. Smith
                                            ------------------------------------
                                        Name: James A. Smith
                                        Title: Senior Vice President,
                                               Chief Financial Officer and
                                               Secretary

                                                                    Exhibit 3.25

       Amended and Restated Bylaws of Electronics Boutique Holdings Corp.



                                     BYLAWS

                                       OF

                       ELECTRONICS BOUTIQUE HOLDINGS CORP.

                                   ARTICLE I.

                                     OFFICES

     Section 1. Registered Office. The registered office of Electronics Boutique
Holdings Corp. (the "Corporation") shall be at 103 Springer Building, 3411
Silverside Road, Wilmington, Delaware 19810.

     Section 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 of the Corporation (the "Board of Directors") may from time to time
determine.

                                   ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

     Section 1. Place of Meetings. Meetings of the stockholders for the election
of directors or for any other purpose shall be held at such time and place,
either within or without the State of Delaware as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting or in
a duly executed waiver of notice thereof.

     Section 2. Annual Meetings. The annual meeting of stockholders shall be
held on such date and at such time as may be fixed by the Board of Directors and
stated in the notice of the meeting, for the purpose of electing directors and
for the transaction of only such other business as is properly brought before
the meeting in accordance with these Bylaws (these "Bylaws").

     Written notice of an annual meeting stating the place, date and hour of the
meeting, shall be given to each stockholder entitled to vote at such meeting not
less than ten (10) nor more than sixty (60) days before the date of the meeting.

     To be properly brought before the annual meeting, business must be either
(i) specified in the notice of annual meeting (or any supplement or amendment
thereto) given by or at the direction of the Board of Directors, (ii) otherwise
brought before the annual meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the annual meeting by a
stockholder. In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
sixty (60) days nor more



than ninety (90) days prior to the meeting; provided, however, that in the event
that less than seventy (70) days notice or prior public disclosure of the date
of the annual meeting is given or made to stockholders, notice by a stockholder,
to be timely, must be received no later than the close of business on the tenth
(10th) day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made, whichever first occurs. A
stockholder's notice to the Secretary shall set forth (a) as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, and (ii) any material
interest of the stockholder in such business, and (b) as to the stockholder
giving the notice (i) the name and record address of the stockholder and (ii)
the class, series and number of shares of capital stock of the Corporation which
are beneficially owned by the stockholder. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at the annual meeting
except in accordance with the procedures set forth in this Article II, Section
2. The officer of the Corporation presiding at an annual meeting shall, if the
facts warrant, determine and declare to the annual meeting that business was not
properly brought before the annual meeting in accordance with the provisions of
this Article II, Section 2, and if such officer should so determine, such
officer shall so declare to the annual meeting and any such business not
properly brought before the meeting shall not be transacted.

     Section 3. Special Meetings. Unless otherwise prescribed by law or by the
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), special meetings of stockholders, for any purpose or purposes,
may only be called by a majority of the entire Board of Directors, the Chairman
of the Board, the Chief Executive Officer or the President.

     Written notice of a special meeting stating the place, date and hour of the
meeting, shall be given to each stockholder entitled to vote at such meeting not
less than ten (10) nor more than sixty (60) days before the date of the meeting.
Business transacted at any special meeting shall be limited to the purposes
stated in the notice.

     Section 4. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the capital stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the holders of a
majority of the votes entitled to be cast by the stockholders entitled to vote
thereat, present in person or represented 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 by proxy. 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 noticed. If the
adjournment is for more than thirty (30) 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 entitled to vote at the meeting.

     Section 5. Voting. Unless otherwise required by law, the Certificate of
Incorporation, the rules or regulations of The Nasdaq National Market or any
stock exchange applicable to the


                                       -2-



Corporation or these Bylaws, any question (other than the election of directors)
brought before any meeting of stockholders shall be decided by the vote of the
holders of a majority of the stock represented and entitled to vote thereat. At
all meetings of stockholders for the election of directors, a plurality of the
votes cast shall be sufficient to elect. Each stockholder represented at a
meeting of stockholders shall be entitled to cast one vote for each share of the
capital stock entitled to vote thereat held by such stockholder, unless
otherwise provided by the Certificate of Incorporation. Such votes may be cast
in person or by proxy but no proxy shall be voted after three years from its
date, unless such proxy provides for a longer period. The Board of Directors, in
its discretion, or the officer of the Corporation presiding at a meeting of
stockholders, in his discretion, may require that any votes cast at such meeting
shall be cast by written ballot.

     Section 6. List of Stockholders Entitled to Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make, at least ten (10) 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 (10) 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 and place of the meeting during the whole time
thereof, and may be inspected by any stockholder of the Corporation who is
present.

     Section 7. Stock Ledger. The stock ledger of the Corporation shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 6 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

     Section 8. Adjournment. Any meeting of the stockholders, including one at
which directors are to be elected, may be adjourned for such periods as the
presiding officer of the meeting or the stockholders present in person or by
proxy and entitled to vote shall direct.

                                  ARTICLE III.

                                    DIRECTORS

     Section 1. Powers; Number; Qualifications. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided by law or in the Certificate of
Incorporation. The number of directors which shall constitute the Board of
Directors shall be not less than three (3) nor more than twenty (20), spread as
evenly as possible among the Corporation's three classes of directors. The exact
number of directors shall be fixed from time to time, within the limits
specified in this Article III Section 1 or in the Certificate


                                      -3-



of Incorporation, or by the Board of Directors. Directors need not be
stockholders of the Corporation.

     Section 2. Election; Term of Office; Resignation; Removal; Vacancies. Each
director shall hold office until the next annual meeting of stockholders at
which the term of the class to which he has been elected expires and until such
director's earlier resignation, removal from office, death or incapacity. Any
director may resign at any time upon written notice to the Board of Directors or
to the Chief Executive Officer or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be necessary
to make it effective. Any director or the entire Board of Directors may be
removed, but only for cause, by the holders of a majority of the shares then
entitled to vote at an election of directors. Unless otherwise provided in the
Certificate of Incorporation, vacancies and newly created directorships
resulting from any increase in the authorized number of directors or from any
other cause may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director and each director
so chosen shall hold office until the next annual meeting at which the term of
the class to which such director has been elected expires and until such
director's successor shall be duly elected and shall qualify, or until such
director's earlier resignation, removal from office, death or incapacity.

     Section 3. Nominations. Nominations of persons for election to the Board of
Directors of the Corporation at a meeting of stockholders of the Corporation may
be made at such meeting by or at the direction of the Board of Directors, by any
committee or persons appointed by the Board of Directors or by any stockholder
of the Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Article III, Section
3. Such nominations by any stockholder shall be made pursuant to timely notice
in writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) days nor more than ninety
(90) days prior to the meeting; provided however, that in the event that less
than seventy (70) days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder, to be
timely, must be received no later than the close of business on the tenth (10th)
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made, whichever first occurs. Such stockholder's
notice to the Secretary shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, (a)
the name, age, business address and residence address of the person, (b) the
principal occupation or employment of the person, (c) the class and number of
shares of capital stock of the Corporation which are beneficially owned by the
person, and (d) any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of directors pursuant to
the Rules and Regulations of the Securities and Exchange Commission under
Section 14 of the Securities Exchange Act of 1934, as amended, and (ii) as to
the stockholder giving the notice (a) the name and record address of the
stockholder and (b) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the stockholder. The Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation. No person shall be eligible
for election as a director of the Corporation unless nominated in accordance
with the procedures set forth herein. The officer of the Corporation


                                      -4-



presiding at an annual meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.

     Section 4. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman of the Board or Chief Executive Officer or the President or Chief
Operating Officer or a majority of the entire Board of Directors. Notice thereof
stating the place, date and hour of the meeting shall be given to each director
either by mail not less than forty-eight (48) hours before the date of the
meeting, by telephone or telegram on twenty-four (24) hours notice, or on such
shorter notice as the person or persons calling such meeting may deem necessary
or appropriate in the circumstances.

     Section 5. Quorum. Except as may be otherwise specifically provided by law,
the Certificate of Incorporation or these Bylaws, at all meetings of the Board
of Directors or any committee thereof, a majority of the entire Board of
Directors or such committee, as the case may be, shall constitute a quorum for
the transaction of business and the act 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 or such committee, as the case may be. If a quorum shall not be
present at any meeting of the Board of Directors or of any committee thereof, a
majority of the directors present thereat may adjourn the meeting from time to
time until a quorum shall be present.

     Section 6. Actions of Board of Directors. Unless otherwise provided 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 the members of the Board of Directors 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 of Directors or
committee.

     Section 7. Meetings by Means of Conference Telephone. Unless otherwise
provided by the Certificate of Incorporation or these Bylaws, members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Article III, Section 7 shall
constitute presence in person at such meeting.

     Section 8. Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any disqualified member at
any meeting of any such committee. In the disqualification of a member of a
committee, and in the absence of a designation by the Board of Directors of an
alternate member to replace the disqualified member, the member or members
thereof present at any meeting


                                      -5-



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 of any disqualified member. Any committee, to the extent
allowed by law and provided in the resolution establishing such committee, 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. Each committee
shall keep regular minutes and report to the Board of Directors when required.

     Section 9. Compensation. 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
amount (in cash or other form of consideration) 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.

     Section 10. Interested Directors. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose, if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.

                                   ARTICLE IV.

                                    OFFICERS

     Section 1. General. The officers of the Corporation shall be elected by the
Board of Directors and shall consist of: a Chairman of the Board; a Chief
Executive Officer; a President; a Secretary; and a Treasurer. The Board of
Directors, in its discretion, may also elect one or more Vice Presidents
(including Executive Vice Presidents and Senior Vice Presidents), Assistant
Secretaries, Assistant Treasurers, a Controller and such other officers as in
the judgment of the Board of Directors may be necessary or desirable. Any number
of offices may be held by the same person


                                      -6-



and more than one person may hold the same office, unless otherwise prohibited
by law, the Certificate of Incorporation or these Bylaws. The officers of the
Corporation need not be stockholders of the Corporation nor, except in the case
of the Chairman of the Board of Directors, need such officers be directors of
the Corporation.

     Section 2. Election. The Board of Directors at its first meeting held after
each annual meeting of stockholders shall elect the officers of the Corporation
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 of
Directors; and all officers of the Corporation shall hold office until their
successors are chosen and qualified, or until their earlier resignation or
removal. Except as otherwise provided in this Article IV, any officer elected by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors. The salaries of all
officers who are directors of the Corporation shall be fixed by the Board of
Directors.

     Section 3. Voting Securities Owned by the Corporation. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, Chief Executive Officer,
President or any Vice President, and any such officer may, in the name and on
behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and powers incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

     Section 4. Chairman of the Board. The Chairman of the Board shall be a
member of the Board of Directors, and shall exercise and perform such duties and
have such powers as may be prescribed by the Board of Directors or these Bylaws,
all in accordance with basic policies as established by and subject to the
oversight of the Board of Directors.

     Section 5. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall supervise, coordinate and manage the Corporation's business
and activities and supervise, coordinate and manage its operating expenses and
capital allocation, shall have general authority to exercise all the powers
necessary for the Chief Executive Officer of the Corporation and shall perform
such other duties and have such other powers as may be prescribed by the Board
of Directors or these Bylaws, all in accordance with basic policies as
established by and subject to the oversight of the Board of Directors. In the
absence or disability of the Chairman of the Board, the duties of the Chairman
of the Board shall be performed and the Chairman of the Board's authority may be
exercised by the Chief Executive Officer and, in the event the Chief Executive
Officer is absent or disabled, such duties shall be performed and such authority
may be exercised by a director designated for such purpose by the Board of
Directors.


                                      -7-



     Section 6. President. The President shall have general authority to
exercise all the powers necessary for the President of the Corporation and shall
perform such other duties and have such other powers as may be prescribed by the
Board of Directors or these Bylaws, all in accordance with basic policies as
established by and subject to the oversight of the Board of Directors, the
Chairman of the Board and the Chief Executive Officer. In the absence or
disability of the Chairman of the Board and Chief Executive Officer, the duties
of the Chairman of the Board shall be performed and the Chairman of the Board's
authority may be exercised by the President and, in the event the President is
absent or disabled, such duties shall be performed and such authority may be
exercised by a director designated for such purpose by the Board of Directors.

     Section 7. Vice Presidents. At the request of the President or in the
absence of each of the Chairman of the Board, Chief Executive Officer and
President, or in the event of their inability or refusal to act, the Vice
President or the Vice Presidents if there is more than one (in the order
designated by the Board of Directors) shall perform the duties of the Chairman
of the Board, Chief Executive Officer and/or President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon such
offices (other than as Chairman of the Board). Each Vice President shall perform
such other duties and have such other powers as the Board of Directors from time
to time may prescribe. If there be no Vice President, the Board of Directors
shall designate the officer of the Corporation who, in the absence of each of
the Chairman of the Board, Chief Executive Officer and President or in the event
of the inability or refusal of such officers to act, shall perform the duties of
such offices (other than as Chairman of the Board), and when so acting, shall
have all the powers of and be subject to all the restrictions upon such offices
(other than as Chairman of the Board).

     Section 8. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors, the Chairman of the Board, the
Chief Executive Officer or the President, under whose supervision the Secretary
shall be. If the Secretary shall be unable or shall refuse to cause to be given
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and if there be no Assistant Secretary, then the Board of Directors,
the Chairman of the Board, the Chief Executive Officer or the President may
choose another officer to cause such notice to be given. The Secretary shall
have custody of the seal of the Corporation and the Secretary or any Assistant
Secretary, if there be one, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by the signature
of the Secretary or by the signature of any such 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. The Secretary
shall see that all books, reports, statements, certificates and other documents
and records required by law to be kept or filed are properly kept or filed, as
the case may be.

     Section 9. 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


                                      -8-



credit of the Corporation in such depositories as may be designated by the Board
of Directors. The Treasurer 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 President and 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, the Treasurer 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 10. Assistant Secretaries. Except as may be otherwise provided in
these Bylaws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, if there be one, or the Secretary, and in the
absence of the Secretary or in the event of his disability or refusal to act,
shall perform the duties of the Secretary, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Secretary.

     Section 11. Assistant Treasurers. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, if there be one, or the
Treasurer, and in the absence of the Treasurer or in the event of his disability
or refusal to act, shall perform the duties of the Treasurer, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the Treasurer. If required by the Board of Directors, an Assistant Treasurer
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 12. Controller. The Controller shall establish and maintain the
accounting records of the Corporation in accordance with generally accepted
accounting principles applied on a consistent basis, maintain proper internal
control of the assets of the Corporation and shall perform such other duties as
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the President or any Vice President of the Corporation may prescribe.

     Section 13. Other Officers. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.


                                      -9-



                                   ARTICLE V.

                                      STOCK

     Section 1. Form of Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chief Executive Officer, the President or a Vice President and (ii)
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him in
the Corporation.

     Section 2. Signatures. Any or all of the signatures on the certificate may
be a facsimile, including, but not limited to, signatures of officers of the
Corporation and countersignatures of a transfer agent or registrar. In case an
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 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate 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, 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 his legal representative, to advertise the same in such manner
as the Board of Directors 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 4. Transfers: Stock of the Corporation shall be transferable in the
manner prescribed by law and in these Bylaws. Transfers of stock shall be made
on the books of the Corporation only by the person named in the certificate or
by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.


                                      -10-

                                                                    Exhibit 3.26

             Articles of Incorporation of EB Catalog Company, Inc.



FEB 04 1999
No. C2683-99


/S/ DEAN HELLER
- ------------------------------
DEAN HELLER, SECRETARY OF STATE

                            ARTICLES OF INCORPORATION

                                       OF

                            EB CATALOG COMPANY, INC.

                                   ----------

     FIRST: The name of this corporation is;

                            EB CATALOG COMPANY, INC.

     SECOND: Its principal office in the State of Nevada is located at 2255-A
Renaissance Drive, Suite 4, Las Vegas, NV 81199. The name and address of its
resident agent is Entity Services (Nevada), LLC at the above address.

     THIRD: The nature of the business or objects or purposes proposed may be
organized under the General Corporation Law of the State of Nevada;

          To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Nevada.

     FOURTH: The total authorized capital stock of the corporation is One
Hundred (100) shares of Common Stock With A Par value of $.01 shares.

     FIFTH: The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided in the by-laws of this
corporation, provided that the number of directors shall not be reduced less
than one unless there is less then one stockholder.

The name and post office address of the first board of directors, which shall be
two in number, is as follows;



       NAME              POST OFFICE ADDRESS
       ----           ------------------------
                   
JOSEPH J. FIRESTONE   2255-A RENAISSANCE DRIVE
                      SUITE 4
                      LAS VEGAS, NV 89119

JOHN R. PANICHEILLO   2255-A RENAISSANCE DRIVE
                      SUITE 4
                      LAS VEGAS, NV 89119


     SIXTH: The capital stock, after the amount of the subscription price, or
par value, has been paid in, shall not be subject to assessment to pay the
debts of the corporation.



02-04-99 11:99AM FROM                                        T-289 P.08/07 P-281
FEB- 4-99 THU 10:08                                                  P.UD

     SEVENTH: The name and post office address of the incorporator signing the
articles of incorporation is as follows:



      NAME        POST OFFICE ADDRESS
      ----        -------------------
               
Sylvia M. White   1013 Centre Road
                  Wilmington, DE 19805


     EIGHTH: The corporation is to have perpetual existence.

     NINTH: In furtheranoe and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized, subject to the by-laws,
if any, adopted by the shareholders, to make, alter or amend the by-law of the
corporation.

     TENTH: Meetings of stockholders may be held outside of the State of Nevada
at such place or places as may be designated from time to time by the board of
directors or in the by-laws of the corporation.

     ELEVENTH: This corporation reserves the right to amend, alter, change or
repeal any provision contained in the articles of incorporation, in the manner
now or hereafter prescribed, and all rights conferred upon stockholders herein
are granted subject to this reservation.

     I, THE UNDERSIGNED, being the sole incorporator herein before named for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these articles of incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto get my hand this third day of February, A.D. 191999.


                                        By: /s/ Sylvia M. White
                                            ------------------------------------
                                            Sylvia M. White, Incorporator

                                                                    Exhibit 3.27

                       Bylaws of EB Catalog Company, Inc.



                                     BYLAWS

                                       OF

                            EB CATALOG COMPANY, INC.

                             (a Nevada corporation)

                                   ----------

                                    ARTICLE I

                                  STOCKHOLDERS

          1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in 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,
if any, or by the President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation or by agents designated by the Board of Directors, certifying the
number of shares owned by him in the corporation and setting forth any
additional statements that may be required by the General Corporation Law of the
State of Nevada (General Corporation Law). If any such certificate is
countersigned or otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, a facsimile of me signature of the officers, the transfer
agent or the transfer clerk or the registrar of the corporation may be printed
or lithographed upon the certificate in lieu of me actual signatures. If any
officer or officers who shall have signed, or whose facsimile signature or
signatures shall have been used on any certificate or certificates shall cease
to be such officer or officers of the corporation before such certificate or
certificates shall have been delivered by the corporation, the certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be such officer or officers of the corporation.

          Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, the certificates
representing stock of any such class or series shall set forth thereon the
statements prescribed by the General Corporation Law. Any restrictions on the
transfer or registration of any shares of stock of any class or series
shall be noted conspicuously on the certificate representing such shares.

          The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any



claim that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new
certificate.

          2. FRACTIONAL SHARE INTERESTS. The corporation is not obliged to but
may execute and deliver a certificate for or including a fraction of a share. In
lieu of executing and delivering a certificate for a fraction of a share, the
corporation may proceed in the manner prescribed by the provisions of Section
78.205 of the General Corporation Law.

          3. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized, by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes, if any, due
thereon.

          4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of 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 the 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 directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting, nor mote than sixty days prior to any other action. If no record date
is fixed, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to express consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is expressed; and the record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at any 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.

          5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect of the
right to notice of a meeting of stockholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "share of stock" or
"shares of stock" or "stockholder" or "stockholders" refers to an outstanding
share or shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to include any outstanding
share or shares of stock and any holder or holders of record of outstanding
shares of stock of any class upon which or upon whom the



Articles of Incorporation confers such rights where there are two or more
classes or series of shares of stock or upon which or upon whom the General
Corporation Law confers such rights notwithstanding that the articles of
incorporation may provide for more than one class or series of shares of stock,
one or more of which are limited or denied such rights thereunder; provided,
however, that no such right shall vest in the event of an increase or a decrease
in the authorized number of shares of stock of any class or series which is
otherwise denied voting rights under the provisions of the Articles of
Incorporation.

          6. STOCKHOLDER MEETINGS.

         - TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization of
the corporation, and each successive annual meeting shall be held on a date
within thirteen months after the date of the preceding annual meeting. A
special meeting shall be held on the date and at the time fixed by the
directors.

        - PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Nevada, as the directors may, from time to
time, fix.

        - CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.

        - NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall be in writing
and signed by the President or a Vice-President, or the Secretary, or an
Assistant Secretary, or by such other person or persons as the directors must
designate. The notice must state the purpose or purposes for which the meeting
is called and the time when, and the place, where it is to be held. A copy of
the notice must be either delivered personally or mailed postage prepaid to each
stockholder not less than ten nor more than sixty days before the meeting. If
mailed, it must be directed to the stockholder at his address as it appears upon
the records of the corporation. Any stockholder may waive notice of any meeting
by a writing signed by him, or his duly authorized attorney, either before or
after the meeting; and whenever notice of any kind is required to be given under
the provisions of the General Corporation Law, a waiver thereof in writing and
duly signed whether before or after the time stated therein, shall be deemed
equivalent thereto.

          - CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board
if any, the President, a Vice-President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the stockholders.
The Secretary of the corporation, or in his absence, an Assistant Secretary,
shall act as secretary of every meeting, but if neither the Secretary nor an
Assistant Secretary is present the Chairman of the meeting shall appoint a
secretary of the meeting.



          - PROXY REPRESENTATION. At any meeting of stockholders, any
stockholder may designate another person or persons to act for him by proxy in
any manner described in, or otherwise authorized by, the provisions of Section
78.355 of the General Corporation Law.

          - INSPECTORS. The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector, if any, before entering upon the discharge of his duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question or matter determined by him
or them and execute a certificate of any fact found by him or them.

          - QUORUM. Stockholders holding at least a majority of the voting power
are necessary to constitute a quorum at a meeting of stockholders for the
transaction of business unless the action to be taken at the meeting shall
require a greater proportion. The stockholders present may adjourn the meeting
despite the absence of a quorum.

          - VOTING. Each share of stock shall entitle the holder thereof to one
vote. In the election of directors, a plurality of the votes cast shall elect.
Any other action is approved if the number of votes cast in favor of the action
exceeds the number of votes cast in opposition to the action, except where the
General Corporation Law, the Articles of Incorporation, or these
Bylaws prescribe a different percentage of votes and/or a different exercise of
voting power. In the election of directors, voting need not be by ballot; and,
except as otherwise may be provided by the General Corporation Law, voting by
ballot shall not be required for any other action.

          Stockholders may participate in a meeting of stockholders by means of
a conference telephone or similar method of communication by which all persons
participating in the meeting can hear each other.

          7. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may otherwise be
provided by the General Corporation Law, any action required or permitted to be
taken at a meeting of the stockholders may be taken without a meeting if a
written consent thereto is signed by stockholders holding at least a majority of
the voting power; provided that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of



written consents is required. In no instance where action is authorized by
written consent need a meeting of stockholders be called or noticed.

                                   ARTICLE II

                                    DIRECTORS

          1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by the Board of Directors of the corporation. The
Board of Directors shall have authority to fix the compensation of the members
thereof for services in any capacity. The use of the phrase "whole Board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.

          2. QUALIFICATIONS AND NUMBER. Each director must be at least 18 years
of age. A director need not be a stockholder or a resident of the State of
Nevada. The initial Board of Directors shall consist of ___ persons. Thereafter
the number of directors constituting the whole board shall be at least one.
Subject to the foregoing limitation and except for the first Board of Directors,
such number may be fixed from time to time by action of the stockholders or of
the directors, or, if the number is not fixed, the number shall be ___. The
number of directors may be increased or decreased by action of the stockholders
or of the directors.

          3. ELECTION AND TERM. Directors may be elected in the manner
prescribed by the provisions of Sections 78.320 through 78.335 of the General
Corporation Law of Nevada. The first Board of Directors shall hold office until
the first election of directors by stockholders and until their successors are
elected and qualified or until their earlier resignation or removal. Any
director may resign at any time upon written notice to the corporation.
Thereafter, directors who are elected at an election of directors by
stockholders, and directors who are elected in the interim to fill vacancies and
newly created directorships, shall hold office until the next election of
directors by stockholders and until their successors are elected and qualified
or until their eariler resignation or removal. In the interim between elections
of directors by stockholders, newly created directorships and any vacancies in
the Board of Directors, including any vacancies resulting from the removal of
directors for cause or without cause by the stockholders and not filled by said
stockholders, may be filled by the vote of a majority of the remaining directors
then in office, although less than a quorum, or by the sole remaining director.

          4. MEETINGS.

          TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.

          PLACE. Meetings shall be held at such place within or without the
State of Nevada as shall be fixed by the Board.



          - CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, of the President, or of a majority of the directors in office.

          - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written, oraL
or any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. Notice if any need not be given to a director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein.

          - QUORUM AND ACTION. A majority of the directors then in office, at a
meeting duly assembled, shall constitute a quorum. A majority of the directors
present, whether or not a quorum is present, may adjourn a meeting to another
time and place. Except as the Articles of Incorporation or these Bylaws may
otherwise provide, and except as otherwise provided by the General Corporation'
Law, the act of the directors holding a majority of the voting power of the
directors, present at a meeting at which a quorum is present, is the act of the
Board. The quorum and voting provisions herein stated shall not be construed as
conflicting with any provisions of the General Corporation Law and these Bylaws
which govern a meeting of directors held to fill vacancies and newly created
directorships in the Board or action of disinterested directors.

          Members of the Board or of any committee which may be designated by
the Board may participate in a meeting of the Board or of any such committee, as
the case may be, by means of a telephone conference or similar method of
communication by which all persons participating in the meeting hear each other.
Participation in a meeting by said means constitutes presence in person at the
meeting.

          - CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.

          5. REMOVAL OF DIRECTORS, Any or all of the directors may be removed
for cause or without cause in accordance with the provisions of the General
Corporation Law.

          6. COMMITTEES. Whenever its number consists of two or more, the Board
of Directors may designate one or more committees which have such powers and
duties as the Board shall determine. Any such committee, to the extent provided
in the resolution or resolutions of the Board, shall have and may exercise 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 or stamp of the
corporation to be affixed to all papers on which the corporation desires to



place a seal or stamp. Each committee must include at least one director. The
Board of Directors may appoint natural persons who are not directors to serve on
committees.

          7. WRITTEN ACTION. Any action required or permitted to be taken at a
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if, before or after the action, a written consent thereto is
signed by all the members of the Board or of the committee, as the case may be.

                                   ARTICLE III

                                    OFFICERS

          1. The corporation must have a President, a Secretary, and a
Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive
Vice-President, one or more other Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers and
agents with such titles as the resolution choosing them shall designate. Each of
any such officers must be natural persons and must be chosen by the Board of
Directors or chosen in the manner determined by the Board of Directors.

          2. QUALIFICATIONS. Except as may otherwise be provided in the
resolution choosing him, no officer other than the Chairman of the Board, if
any, and the Vice-Chairman of the Board, if any, need be a director.

          Any person may hold two or more offices, as the directors may
determine.

          3. TERM OF OFFICE. Unless otherwise provide in the resolution
choosing him, each officer shall be chosen for a term which shall continue until
the meeting of the Board of Directors following the next annual meeting of
stockholders and until his successor shall have been chosen or until his
resignation or removal before the expiration of his term.

          Any officer may be removed, with or without cause, by the Board of
Directors or in the manner determined by the Board.

          Any vacancy in any office may be filled by the Board of Directors or
in the manner determined by the Board.

          4. DUTIES AND AUTHORITY. All officers of the corporation shall have
such authority and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolution designating and choosing
such officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions or instruments may be inconsistent therewith.

                                   ARTICLE IV



                                REGISTERED OFFICE

          The location of the initial registered office of the corporation in
the State of Nevada is the address of the initial resident agent of the
corporation, as set forth in the original Articles of Incorporation.

          The corporation shall maintain at said registered office a copy,
certified by the Secretary of State of the State of Nevada, of its Articles of
Incorporation, and all amendments thereto, and a copy, certified by the
Secretary of the corporation, of these Bylaws, and all amendments thereto. The
corporation shall also keep at said registered office a stock ledger or a
duplicate stock ledger, revised annually, containing the names, alphabetically
arranged, of all persons who are stockholders of the corporation, showing their
places of residence, if known, and the number of shares held by them
respectively or a statement setting out the name of the custodian of the stock
ledger or duplicate stock ledger, and the present and complete post office
address, including street and number, if any, where such stock ledger or
duplicate stock ledger is kept.

                                    ARTICLE V

                             CORPORATE SEAL OR STAMP

          The corporate seal or stamp shall be in such form as the Board of
Directors may prescribe.

                                   ARTICLE VI

                                   FISCAL YEAR

          The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.

                                   ARTICLE VII

                               CONTROL OVER BYLAWS

          The power to amend, alter, and repeal these Bylaws and to make new
Bylaws shall be vested in the Board of Directors subject to the Bylaws, if any,
adopted by the stockholders.

                                                                    Exhibit 3.28

                   Certificate of Incorporation of ELBO Inc.



                          CERTIFICATE OF INCORPORATION

                                       OF

                                    ELBO INC.

                                   * * * * * *

     1. The name of the corporation is:

                                    ELBO INC.

     2. The address of its registered office in the State of Delaware is 103
Foulk Road, Suite 200, Wilmington, Delaware 19803, located in the County of
New Castle, Delaware. The name of its registered agent at that address is Entity
Services (Delaware), Inc.

     3. The nature of the business or purposes to be conducted or promoted is:

          To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     4. The authorized capital stock of the Corporation shall consist of 100
shares of capital stock with a par value of $.01 per share.

     5. The name and mailing address of the sole incorporator is as follows:

          Sally P. Schreiber
          Klehr, Harrison, Harvey, Branzburg & Ellers LLP
          1401 Walnut Street
          Philadelphia, PA 19102

     6. The Corporation is to have perpetual existence.

     7. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter or repeal the
By-Laws of the Corporation.



Elections of Directors need not be by written ballot unless the By-Laws of the
Corporation shall so provide.

     8. The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

     9. A Director of the Corporation shall not be personally liable to the
Corporation or, its stockholders for monetary damages for breach of fiduciary
duty as a Director except for liability (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the Director derived any improper
personal benefit.

     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 27th day of May, 1998.


                                        /s/ Sally P. Schreiber
                                        ----------------------------------------
                                        Sally P. Schreiber,
                                        Sole Incorporator


                                      -2-

                                                                    Exhibit 3.29

                               Bylaws of ELBO Inc.



                                     BY LAWS

                                       OF

                                    ELBO INC.

                                    ARTICLE I

                                     OFFICES

          Section 1.1 The registered office of the corporation in the State of
Delaware shall be 103 Foulk Road, Suite 200, in the City of Wilmington, 19803,
County of New Castle. The registered agent in charge thereof shall be Entity
Services (Delaware), Inc..

          Section 1.2 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 All meetings of the stockholders shall be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

          Section 2.2 A meeting of stockholders shall be held in each year for
the election of directors at such time and place as the board of directors shall
determine. Any other proper business, notice of which was given in the notice of
the meeting or in a duly executed waiver of notice thereof, may be transacted at
the annual meeting. Elections of directors shall be by written ballot, unless
otherwise provided in the certificate of incorporation.

          Section 2.3 Unless otherwise provided by law, written notice of the
annual meeting shall be given to each stockholder entitled to vote thereat not
less than ten nor more than sixty days



before the date of the meeting.

          Section 2.4 The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every election of
directors, a complete list of the stockholders entitled to vote at said
election, arranged in alphabetical order, 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 during ordinary
business hours, for a period of at least ten days prior to the election, either
at a place within the city, town or village where the election is to be held and
which place shall be specified in the notice of the meeting, or, if not
specified, at the place where said meeting is to be held, and the list shall be
produced and kept at the time and place of election during the whole time
thereof, and subject to the inspection of any stockholder who may be present.

          Section 2.5 Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

          Section 2.6 Unless otherwise provided by law, written notice of a
special meeting of stockholders, stating the time, place and purpose or purposes
thereof, shall be given to each stockholder entitled to vote thereat, not less
than ten nor more than sixty days before the date fixed for the meeting.

          Section 2.7 Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

          Section 2.8 The holders of a majority of the stock issued and
outstanding and entitled


                                       -2-



to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum shall not be present or represented at any meeting of
the stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to 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.

          Section 2.9 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 the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

          Section 2.10 Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period, and, except where the transfer books of the corporation have been
closed or a date has been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted on at any
election for directors which has been transferred on the books of the
corporation within twenty days next preceding such election of directors.

          Section 2.11 Any action required to be taken at any annual or special
meeting of stockholders, 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


                                       -3-



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 The number of directors which shall constitute the whole
board shall be such number as the board of directors may determine. Except as
hereinafter provided in Section 3.2 of this Article, the directors, other than
those constituting the first board of directors, shall be elected by the
stockholders, and each director shall hold office until his successor is elected
and qualified or until his earlier resignation or removal. Directors need not be
stockholders.

          Section 3.2 Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director.

          Section 3.3 The business and affairs of the corporation shall be
managed by or under the direction of its board of directors which 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 incorporation or by these by-laws
directed or required to be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

          Section 3.4 The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

          Section 3.5 The first meeting of each newly elected board of directors
shall be held


                                       -4-



immediately after and at the same place as the meeting of the stockholders at
which it was elected and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present.

          Section 3.6 Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

          Section 3.7 Special meetings of the board may be called by the
president on two days notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors.

          Section 3.8 At all meetings of the board a majority of directors shall
constitute a quorum for the transaction of business and the act 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 or by the certificate of incorporation. 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.

          Section 3.9 Unless otherwise restricted by the certificate of
incorporation or these by-laws, 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 of such 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.

                             COMMITTEES OF DIRECTORS

          Section 3.10 The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the


                                       -5-



directors of the corporation. 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 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 by-laws of the corporation; and, unless the
resolution expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock or to
adopt a certificate of ownership and merger.

          Section 3.11 Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

          Section 3.12 The board of directors shall have the authority to fix
the compensation of directors.

                      PARTICIPATION IN MEETING BY TELEPHONE

          Section3.13 Members of the board of directors or any committee
designated by such board may participate in a meeting of the board or of a
committee of the board by means of conference telephone or similar
communications equipment by means of which all persons


                                       -6-



participating in the meeting can hear each other, and participation in a meeting
pursuant to this subsection shall constitute presence in person at such meeting.

                                   ARTICLE IV

                                     NOTICES

          Section 4.1 Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the - corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.

          Section 4.2 Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or by these
by-laws, 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
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the 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. Neither the business to be transacted at, nor the purpose of, any
regular, or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

                                    ARTICLE V

                                    OFFICERS

          Section 5.1 The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation


                                       -7-



otherwise provides.

          Section 5.2 The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.

          Section 5.3 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.

          Section 5.4 The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

          Section 5.5 The officers of the corporation shall hold office until
their successors are chosen and qualified. 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. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                                  THE PRESIDENT

          Section 5.6 The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.

          Section 5.7 He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.


                                       -8-




                               THE VICE-PRESIDENTS

          Section 5.8 The vice-president, or if there shall be more than one,
the vice-presidents in the order determined by the board of directors, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

          Section 5.9 The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such 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 5.10 The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined 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.


                                       -9-



                     THE TREASURER AND ASSISTANT TREASURERS

          Section 5.11 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.

          Section 5.12 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 president and 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.

          Section 5.13 If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) 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 5.14 The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined 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 VI

                              CERTIFICATES OF STOCK

          Section 6.1 Every holder of stock in 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


                                      -10-



board of directors, or president or a vice-president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the corporation.

          Section 6.2 Where a certificate is signed (1) by a transfer agent or
an assistant transfer agent or (2) by a transfer clerk acting on behalf of the
corporation and a registrar, the signature of any such chairman or vice-chairman
of the board of directors, president, vice-president, treasurer, assistant
treasurer, secretary or assistant secretary may be facsimile. In case any
officer or officers who have signed, or whose facsimile signature or signatures
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death, resignation or
otherwise, before such certificate or certificates have been delivered by the
corporation, such certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the corporation.

                                LOST CERTIFICATES

          Section 6.3 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 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


                                      -11-



been lost, stolen or destroyed upon the issuance of such new certificate.

                               TRANSFERS OF STOCK

          Section 6.4 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, assignment 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 transactions upon its books,
unless the corporation has a duty to inquire as to adverse claims with respect
to such transfer which has not been discharged. The corporation shall have no
duty to inquire into adverse claims with respect to such transfer unless (a) the
corporation has received a written notification of an adverse claim at a time
and in a manner which affords the corporation a reasonable opportunity to act on
it prior to the issuance of a new, reissued or re-registered share certificate
and the notification identifies the claimant, the registered owner and the issue
of which the share or shares is a part and provides an address for
communications directed to the claimant; or (b) the corporation has required and
obtained, with respect to a fiduciary, a copy of a will, trust, indenture,
articles of co-partnership, bylaws or other controlling instruments, for a
purpose other than to obtain appropriate evidence of the appointment or
incumbency of the fiduciary, and such documents indicate, upon reasonable
inspection, the existence of an adverse claim.

          Section 6.5 The corporation may discharge any duty of inquiry by any
reasonable means, including notifying an adverse claimant by registered or
certified mail at the address furnished by him or, if there be no such address,
at his residence or regular place of business that the security has been
presented for registration of transfer by a named person, and that the transfer
will be registered unless within thirty days from the date of mailing the
notification, either (a) an appropriate restraining order, injunction or other
process issues from a court of competent


                                      -12-



jurisdiction; or (b) an indemnity bond, sufficient in the corporation's judgment
to protect the corporation and any transfer agent, registrar or other agent of
the corporation involved from any loss which it or they may suffer by complying
with the adverse claim, is filed with the corporation.

                               FIXING RECORD DATE

          Section 6.6 (a) In order that the corporation may determine the
stockholders entitled to notice or to vote at any meeting of 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 record
date shall not precede the date upon which the resolution fixing the record is
adopted by the board of directors, and which record date shall not be more than
sixty nor less than ten days before the date of such meeting, nor more than ten
days after the date upon which the resolution fixing the record date of action
with a meeting is adopted by the board of directors, nor more than sixty days
prior to any other action.

               (b) If no record date is fixed:

                    (1) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held.

                    (2) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the board of directors is necessary, shall be the first date on which
a signed written consent is delivered to the corporation.


                                      -13-



                    (3) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

               (c) 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.

                             REGISTERED STOCKHOLDERS

          Section 6.7 Prior to due presentment for transfer of any share or
shares, the corporation shall treat the registered owner thereof as the person
exclusively entitled to vote, to receive notifications and to all other benefits
of ownership with respect to such share or shares, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

          Section 7.1 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 7.2 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 or reserves to meet contingencies, or for


                                      -14-



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 interest of the corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.

                                ANNUAL STATEMENT

          Section 7.3 The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.

                                     CHECKS

          Section 7.4 All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

          Section 7.5 The fiscal year of the corporation shall be as determined
by the board of directors.

                                      SEAL

          Section 7.6 The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE VII

                                   AMENDMENTS

          Section 8.1 These by-laws may be altered or repealed at any regular
meeting of the stockholders or of the board of directors or at any special
meeting of the stockholders or of the board


                                      -15-



of directors if notice of such alteration or repeal be contained in the notice
of such special meeting.

                                   ARTICLE IX

                                INDEMNIFICATION

          Section 9.1 The corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

          Section 9.2 The corporation shall indemnify any person who was or is a
party, or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the


                                      -16-



corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

          Section 9.3 To the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in sections 9.1 or 9.2 of this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

          Section 9.4 Any indemnification under sections 9.1 or 9.2 of this
Article (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in such section. Such
determination shall be made:

               1. By the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or

               2. If such a quorum is not obtainable, or, even if obtainable a
quorum of


                                      -17-



disinterested directors so directs, by independent legal counsel in a written
opinion, or

               3. By the stockholders.

          Section 9.5 Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this Section. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the board of directors deems
appropriate.

          Section 9.6 The indemnification and advancement of expenses provided
by, or granted pursuant to the other sections of this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

          Section 9.7 The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article.

          Section 9.8 For purposes of this Article, references to "the
corporation" shall include,


                                      -18-



in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
this Article with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation of its separate existence had
continued.

          Section 9.9 For purposes of this Article, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Article.

          Section 9.10 The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          Section 9.11 No director or officer of the corporation shall be
personally liable to the corporation or to any stockholder of the corporation
for monetary damages for breach of fiduciary


                                      -19-



duty as a director or officer, provided that this provision shall not limit the
liability of a director or officer (i) for any breach of the director's or the
officer's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of Delaware, or (iv) for any transaction from which the director or officer
derived an improper personal benefit.


                                      -20-

                                                                    Exhibit 3.30

              Certificate of Formation of FR Sadsbury Second, LLC.



                            CERTIFICATE OF FORMATION

                                       OF

                             FR SADSBURY SECOND, LLC

     The undersigned, desiring to form a limited liability company pursuant to
the Delaware Limited Liability Company Act (Title 6 Delaware Code, Chapter 18),
does hereby certify as follows:

          1. Name. The name of the limited liability company is FR Sadsbury
Second, LLC (the "Company").

          2. Registered Office and Agent. The address of the Company's
registered office in the State of Delaware is 222 Delaware Avenue, Suite 1200,
Wilmington, County of New Castle, Delaware 19801. The name of the Company's
registered agent for service of process in the State of Delaware at such address
is ATA Corporate Services, Inc.

          IN WITNESS WHEREOF, the undersigned, being duly authorized by the
member of the Company, has executed this Certificate of Formation this 14th day
of October, 2003.


                                        By: /s/ Christina M. Carry
                                            ------------------------------------
                                            Christina M. Carry
                                            Organizer

                                                         State of Delaware
                                                         Secretary of State
                                                      Division of Corporations
                                                   Delivered 03:08 PM 10/14/2003
                                                     FILED 03:02 PM 10/14/2003
                                                    SRV 030659299 - 3715108 FILE

                                                                    Exhibit 3.31

Certificate of Amendment to the Certificate of Formation of FR Sadsbury Second,
                 LLC (changing name to EB Sadsbury Second, LLC).



                                                         State of Delaware
                                                         Secretary of State
                                                      Division of Corporations
                                                   Delivered 12:44 PM 05/24/2005
                                                     FILED 12:33 PM 05/24/2005
                                                    SRV 050428053 - 3715108 FILE

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                            CERTIFICATE OF FORMATION
                                       OF
                             FR SADSBURY SECOND, LLC

     The undersigned, desiring to amend the Certificate of Formation of FR
Sadsbury Second, LLC (the "LLC"), which was filed with the Secretary of State of
the State of Delaware on October 14, 2003, pursuant to the Delaware Limited
Liability Company Act, does hereby certify as follows:

     FIRST: Article 1 of the Certificate of Formation shall be amended as
follows:

          "1. The name of the LLC is hereby amended to be EB Sadsbury Second,
          LLC."

     SECOND: Article 2 of the Certificate of Formation shall be amended as
follows:

          "2. The address of its registered office in the State of Delaware is
          Corporation Trust Center, 1209 Orange Street, Wilmington, County of
          New Castle, Delaware 19801. The name of the registered agent for
          service of process in the State of Delaware at such address is The
          Corporation Trust Company."

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of this 23rd day of May, 2005.

                                        ELECTRONICS BOUTIQUE OF AMERICA INC., a
                                        Pennsylvania corporation, its sole
                                        member


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name: Illegible
                                        Title: Assistant Secretary &
                                               Authorized Person

                                                                    Exhibit 3.32

   Limited Liability Company Agreement of FR Sadsbury Second, LLC, dated as of
             August 10, 2004, by its sole member, FR Sadsbury, LLC.



                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                             FR SADSBURY SECOND, LLC

     THIS LIMITED LIABILITY COMPANY AGREEMENT of FR SADSBURY SECOND, LLC, a
Delaware limited liability company (the "Company"), is made as of the 10th day
of August, 2004, by its sole member, FR Sadsbury, LLC, a Delaware limited
liability company (the "Member").

     The Member owns all of the membership interests in the Company and, as the
sole member of the Company, desires to execute this Agreement to set forth the
purpose of the Company and the manner in which the Company shall operate.

                                    ARTICLE I

                               CERTAIN DEFINITIONS

     For purposes of this Agreement, and in addition to capitalized terms
defined elsewhere in this Agreement, the following terms shall have the meanings
ascribed below:

     "Act" means the Delaware Limited Liability Company Act, as amended from
time to time.

     "Affiliate" means, with respect to any referenced Person, (i) a member of
such Person's immediate family; and (ii) any Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with the
Person in question. As used herein, "control" shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Agreement" means this limited liability company agreement of FR Sadsbury
Second, LLC, including all Exhibits hereto, as amended from time to time.

     "Available Cash Flow" means such portion of the cash in hand or in bank
accounts of the Company as is determined by the Member to be available for
distribution to the Member after payment of the current liabilities, obligations
and expenses of the Company, and after reasonable provision has been made for
reasonably required reserves.

     "Code" means the Internal Revenue Code of 1986, as amended, including
corresponding provisions of succeeding law.

     "General Partner Partnership" means FR Sadsbury General Partner, LP a
Delaware limited partnership, which is the general partner of the Property
Holding Partnership.



     "Member" means FR Sadsbury, LLC. and any Person who subsequently is
admitted as a member of the Company, and "Members" means all Persons admitted as
members of the Company.

     "Percentage Interests" means the percentages allocated to the Members as
set forth on Exhibit A hereto, as the same may be amended from time to time in
accordance with this Agreement.

     "Person" means any individual, corporation, partnership, trust, limited
liability company or other organization or entity.

     "Property Holding Partnership" means FR Sadsbury Property Holding, LP, a
Delaware limited partnership formed to hold certain parcels of real estate,
including the lands, buildings and other improvements now located or hereafter
constructed thereon, consisting of approximately 28 acres with all easements and
other rights benefiting such ground and all improvements thereon, if any,
situate in Sadsbury Township, Chester County, Pennsylvania.

     "Regulations" means the Income Tax Regulations promulgated under the Code,
as such regulations may be amended from time to time.

                                   ARTICLE II

                                     GENERAL

     2.1 Formation of Company.

          2.1.1 The Company was formed as a limited liability company pursuant
to the Act by the filing of the certificate of formation with the Office of the
Secretary of State of the State of Delaware on October 14, 2003. Except as
modified by this Agreement, the Company shall be governed by the Act.

          2.1.2 The Member shall execute such other documents and perform such
other acts as shall constitute compliance with all requirements for the
formation and operation of the Company pursuant to the Act and to qualify to do
business in any other jurisdiction in which the Company conducts business.

     2.2 Name of Company. The name of the Company is FR Sadsbury Second, LLC, or
such other name as the Member may from time to time determine, subject to the
requirements of the Act and other applicable law.

     2.3 Registered Office and Registered Agent. The initial registered agent
and registered office of the Company shall be ATA Corporate Services, Inc.,
Suite 1200, 222 Delaware Avenue, Wilmington, Delaware. The registered agent and
registered office of the Company may be changed from time to time in the
discretion of the Member, subject to the



requirements of the Act. The business of the Company may be conducted at such
office or offices as the Member may determine from time to time.

     2.4 Purpose. Notwithstanding any provision hereof or of any other document
governing the formation, management or operation of the Company to the contrary,
the nature of the business and of the purposes to be conducted and promoted by
the Company is to engage solely in the following activities:

          2.4.1 To acquire, own, hold, manage and sell a general partnership
interest in the General Partner Partnership, and to exercise all the rights,
privileges, duties and responsibilities of the general partner of the General
Partner Partnership, all in accordance with the limited partnership agreement of
the General Partner Partnership;

          2.4.2 Acting on its own behalf and as the general partner of the
General Partner Partnership, to engage in any activity, to enter into, perform
and carry out any agreement, undertaking, contract, lease, indenture, mortgage,
deed of trust, assignment, assignment of lease, security agreement, or financing
statement of any kind, and to borrow money and issue evidences of indebtedness,
whether or not secured by liens, in connection with the foregoing purpose;

          2.4.3 To engage in and conduct such other activities directly related
to the foregoing purpose as may be necessary, advisable, or appropriate, in the
reasonable opinion of the Member, to further the foregoing purpose; and

          2.4.4 To exercise any powers permitted under the Act which are
incidental to the foregoing or necessary or appropriate to accomplish the
foregoing.

     The Company shall not engage in any business or activity other than as
permitted in this Section 2.4.

     2.5 Term. The Company shall have perpetual existence, and shall continue
until dissolved pursuant to Article IX. Dissolution of the Company shall occur
only upon the occurrence of one of an event specified in Article IX.

     2.6 Tax Status. It is intended that, for federal income tax purposes, the
Company will be treated as a disregarded entity as long as it is deemed to have
only a single Member for federal income tax purposes, or as a partnership if it
is deemed to have more than a single Member for federal income tax purposes. No
election shall be made under the Regulations to treat the Company as a
corporation for federal income tax purposes unless all of the Members
unanimously consent to the filing of such an election.


                                        3



                                   ARTICLE III

                              CAPITAL CONTRIBUTIONS

     3.1 Contributions.

          3.1.1 The Member shall contribute the cash or property as set forth on
Exhibit A to the capital of the Company.

          3.1.2 No Member shall be required to contribute any additional capital
to the Company, whether upon the liquidation of the Company or otherwise. No
Member shall have any personal liability for any obligations of the Company.

     3.2 Loans. A Member may, at any time, make or cause a loan to be made to
the Company in such amount and on such terms as the Company and the Member
agree.

                                   ARTICLE IV

                                  DISTRIBUTIONS

     4.1 Available Cash Flow. Available Cash Flow, as determined by the Member,
shall be distributed to the Members in proportion to their Percentage Interests
on an annual or more frequent basis as determined by the Member.

     4.2 Liquidation. Notwithstanding anything in this Agreement to the
contrary, upon the liquidating and winding up of the Company, distributions to
the Members shall be made as set forth in Section 9.3 below.

                                    ARTICLE V

                                   ALLOCATIONS

     5.1 General. If the Company is ever considered a partnership for federal
income tax purposes (rather than a disregarded entity), then, except as
otherwise required under section 704(b) of the Code or the Regulations
promulgated thereunder, all income, gain, loss, deduction and credit of the
Company shall be allocated to the Members in proportion to their respective
Percentage Interests.

                                   ARTICLE VI

                                   MANAGEMENT

     6.1 General. Except to the extent delegated to the officers herein, the
Company shall be managed solely by the Member. If, at any time, the Company has
more than one Member, all management decisions shall be made by Members holding
at least a majority of the Percentage


                                        4



Interests in the Company. The liability of each Member shall be limited to the
maximum extent permitted by the Act.

     6.2 Officers. The Member may, in its sole discretion, elect to designate
one or more officers to act on behalf of the Company. If the Member elects to
designate officers, the following provisions of this Section 6.2 shall apply,
unless provided otherwise in writing by the Member.

          6.2.1 The officers of the Company shall consist of a president, and
one or more senior vice presidents, vice presidents, and any other officers as
may be established by the Member. The officers of the Company shall be elected
by the Member. Each officer shall hold office until the officer's successor is
elected and qualifies or until the officer's death, resignation or removal in
the manner hereinafter provided. The Member may, in its discretion, leave any
office vacant.

          6.2.2 Any officer or agent of the Company may be removed by the Member
at any time for any or no reason, but the removal shall be without prejudice to
the contract rights, if any, of the person so removed. Any officer of the
Company may resign at any time by giving written notice of the resignation to
the Member. The acceptance of a resignation shall not be necessary to make it
effective.

          6.2.3 A vacancy in any office may be filled by the Member.

          6.2.4 The president shall in general supervise and control all of the
business and affairs of the Company. The president may execute any deed,
mortgage, bond, contract or other instrument which the president in his
discretion deems in the best interest of the Company except in cases where
execution shall be expressly reserved by the Member or delegated by this
Agreement to some other officer or agent of the Company or shall be required by
law to be otherwise executed; and in general shall perform all duties incident
to the office of president and any other duties prescribed by the Member from
time to time.

          6.2.5 In the absence of the president or in the event of a vacancy in
that office, the vice president (or if there is more than one vice president,
the vice presidents in the order designated at the time of their election, or in
the absence of any designation, then in the order of their election) shall
perform 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; and shall perform
such other duties as from time to time may be assigned to them by the president
or by the Members. The Members may designate one or more vice presidents as
senior vice president or as vice president for particular areas of
responsibility.

          6.2.6 Whether or not officers have been appointed by the Member, the
Member shall retain authority to act on behalf of the Company, and all
contracts, agreements, deeds, notes or other instruments executed by the Member
on behalf of the Company shall be duly and validly executed on behalf of the
Company.


                                        5



     6.3 Additional Limitations and Covenants. Notwithstanding any provision
hereof or of any other document governing the formation, management or operation
of the Company to the contrary, and in addition to the other provisions set
forth in this Agreement, in order to preserve and ensure the separate and
distinct identity of the Company, the Company shall conduct its affairs in
accordance with the following provisions:

          6.3.1 The Company shall operate its business separate and apart from
that of any of its Affiliates.

          6.3.2 The Company shall maintain Company records and books of account
separate from those of any Affiliate of the Company.

          6.3.3 The Company shall conduct its own business in its own name.

          6.3.4 The Company shall hold itself out as an entity separate from any
Affiliate.

                                   ARTICLE VII

                                 FISCAL MATTERS

     7.1 Company Books; Access to Information. The Company shall maintain at its
principal office (as the same may be designated by the Member from time to
time), full and accurate books of the Company, which shall fully reflect each of
its transactions, including the cash distributions and allocations provided for
in Articles IV and V, and all other records necessary for recording the
Company's business or required to be maintained at such office(s) under the Act
or under any other applicable law.

     7.2 Tax Returns and Financial Statements. The Member shall cause any
necessary federal, state and local income tax returns and reports required of
the Company to be prepared and timely filed.

     7.3 Accounting and Tax Decisions. All decisions as to accounting and tax
matters shall be made by the Member. The Member may rely upon the advice of the
Company's counsel or accountants as to the appropriate accounting and tax
decisions. The Member may elect to treat certain items differently for
accounting purposes than the manner in which such items are treated for tax
purposes.

     7.4 Bank Accounts. The Member shall be responsible for causing one or more
bank accounts to be maintained in the Company's name into which all funds of the
Company shall be deposited and from which payment of all Company business
expenditures shall be made. Notwithstanding the foregoing, funds of the Company
may be held in one or more accounts maintained by Affiliates of the Company or
its Members, provided that an accurate accounting of deposits and withdrawals on
behalf of the Company is maintained.


                                        6



                                  ARTICLE VIII

                       ASSIGNABILITY OF MEMBER'S INTERESTS

     8.1 Permitted Transfers. If there is more than one Member of the Company,
interests in the Company may be transferred only with the unanimous written
consent of the Members.

                                   ARTICLE IX

                           DISSOLUTION AND TERMINATION

     9.1 Liquidating Events.

          9.1.1 The Company shall dissolve and commence winding up and
liquidating upon the first to occur of any of the following ("Liquidating
Events"):

               (i) The dissolution, winding up and liquidation of the Company is
     approved by the unanimous consent of the Members;

               (ii) A sale of all or substantially all of the assets of the
     Company and the collection of the proceeds from such sale;

               (iii) There are no Members, provided that the Company shall not
     be liquidated in such event if, within 90 days of the event that terminated
     the membership of the last remaining Member, the personal representative or
     other successor in interest to such Member agrees in writing to continue
     the Company and to be admitted as a Member,

               (iv) The entry of a decree of judicial dissolution under Section
     18-802 of the Act.

          9.1.2 Notwithstanding any provision of the Act, the Company shall not
dissolve prior to the occurrence of a Liquidating Event.

     9.2 Dissolution, Winding Up and Termination. Upon the occurrence of a
Liquidating Event, the Member shall have the full power and authority to proceed
with the liquidation of the Company and to take all steps which it may deem
necessary or desirable to wind up the Company's affairs, having for such purpose
all the powers referred to and provided for in Article VI appropriate to
accomplish the same and allowing for a reasonable time in order to minimize
losses attendant to the liquidation, so that the Company may be terminated in
accordance with the Act.

     9.3 Distributions Upon Winding Up and Termination. The proceeds and assets
of the Company upon its winding up and termination shall be distributed and
applied in the following


                                        7



order of priority, with no distribution being made in any category being set
forth below until each preceding category has been satisfied in full:

          9.3.1 To creditors, including the Member and its Affiliates, to the
extent otherwise permitted by law, in satisfaction of liabilities of the Company
(whether by payment or the making of reasonable provision for payment thereof),
other than distributions to Members and former Members;

          9.3.2 To Members and former Members in satisfaction of liabilities for
distributions under Sections 18-601 or 18-604 of the Act; and

          9.3.3 To the Member (or, if there is more than one Member, to the
Members in accordance with their Percentage Interests).

                                    ARTICLE X

                                  MISCELLANEOUS

     10.1 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the Member, its successors and assigns. Each and every
successor to the Member, whether such successor acquires its interest by way of
gift, purchase, foreclosure, or by any other method, shall hold such interest
subject to all of the terms and provisions of this Agreement.

     10.2 Amendment. This Agreement may be amended from time to time by the
Member or, if there is more than one Member, by the Members holding a majority
of the Percentage Interests in the Company.

     10.3 No Third Party Beneficiaries. None of the provisions of this Agreement
are intended to benefit, and none shall inure to the benefit of or be
enforceable by, any creditors of the Company or any other third parties.

     10.4 Entire Agreement. This Agreement contains the entire limited liability
company agreement of the Company and supersedes all prior understandings and
agreements concerning the subject matter hereof.

     10.5 Captions. Titles or captions of articles and sections contained in
this Agreement are inserted only as a matter of convenience and for reference,
and in no way define, limit, extend or describe the scope of this Agreement or
the intent of any provision thereof.

     10.6 Number and Gender. All pronouns used herein shall be deemed to refer
to the masculine, feminine, neuter, singular or plural as the identity of the
Person or Persons may require in the context, and the singular form of nouns,
pronouns and verbs shall include the plural, and vice versa, whichever the
context may require.


                                        8



     10.7 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

     IN WITNESS WHEREOF, and intending to be legally bound hereby, the Member
has caused this Agreement to be duly executed as of the day and year first above
written.

                                        MEMBER:

                                        FR SADSBURY, LLC

                                        By: First Industrial Development
                                            Services, Inc., its sole member


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name: Illegible
                                        Title: Authorized Signatory


                                        9

                                                                    Exhibit 3.33

     Certificate of Limited Partnership of FR Sadsbury General Partner, LP.
    Certificate of Amendment to the Certificate of Limited Partnership of FR
Sadsbury General Partner, LP (changing name to EB Sadsbury General Partner, LP).



                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                        FR SADSBURY GENERAL PARTNER, LP

          The undersigned, being desirous of forming a limited partnership
pursuant to the laws of the State of Delaware, does hereby certify as follows:

          I. The name of the partnership is FR Sadsbury General Partner, LP (the
"Partnership").

          II. The address of the Partnership's registered office in the State of
Delaware is: Suite 1200, 222 Delaware Avenue, City of Wilmington, County of New
Castle, DE 19801. The name of the Partnership's registered agent at such address
is ATA Corporate Services, Inc.

          III. The name and address of the General Partner is as follows:

                    FR Sadsbury Second, LLC
                    c/o First Industrial Development Services, Inc.
                    200 Philips Drive
                    Exion, PA 19341

                                                         State of Delaware
                                                        Secretary of State
                                                     Division of Corporations
                                                   Delivered 03:14 PM 10/14/2003
                                                     FILED 03:10 PM 10/14/2003
                                                   SRV 030659329 - 3715121 FILE



          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership this 14th day of October, 2003.

                                        By: FR Sadsbury Second, LLC,
                                        its sole general partner

                                        By: FR Sadsbury, LLC, a Delaware limited
                                        liability company, its sole member

                                        By: First Industrial Development
                                        Services, Inc., a Maryland corporation,
                                        its sole member


                                        By: /s/ ROBERT H. MUIR
                                            ------------------------------------
                                            ROBERT H. MUIR
                                        Title: EXECUTIVE VICE PRESIDENT



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                        FR SADSBURY GENERAL PARTNER, LP

     The undersigned, desiring to amend the Certificate of Limited Partnership
of FR Sadsbury General Partner, LP, which was filed with the Secretary of State
of the State of Delaware on October 14, 2003, pursuant to the provisions of
Section 17-202 of the Revised Uniform Limited Partnership Act of the State of
Delaware, does hereby certify as follows:

     FIRST: Article 1 of the Certificate of limited Partnership shall be amended
as follows:

          "1. The name of the limited Partnership is hereby amended to be EB
          Sadsbury General Partner, LP."

     SECOND: Article 2 of the Certificate of Limited Partnership shall be
amended as follows:

          "2. The address of its registered office in the State of Delaware is
          Corporation Trust Center, 1209 Orange Street, Wilmington, County of
          New Castle, Delaware 19801. The name of the Partnership's registered
          agent for service of process in the State of Delaware at such address
          is The Corporation Trust Company."

     THIRD: Article 3 of the Certificate of Limited Partnership shall be
amended as follows:

          "3. The name and mailing address of the general partner is as follows:

               EB Sadsbury Second, LLC
               c/o Electronics Boutique of America, Inc.
               931 South Matlack Street
               West Chester, PA 19382*

                                                         State of Delaware
                                                        Secretary of State
                                                     Division of Corporations
                                                  Delivered 12:32 PM 05/24/2005
                                                     FILED 12:32 PM 05/24/2005
                                                   SRV 050428056 - 3715121 FILE



     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of this 23rd day of May, 2005.

                                        EB SADSBURY SECOND, LLC, a Delaware
                                        limited liability company, its sole
                                        general partner

                                        By: Electronics Boutique of America
                                            Inc., a Pennsylvania corporation,
                                            its sole member


                                            By: /s/ Illegible
                                                --------------------------------
                                            Name: Illegible
                                            Title: Assistant Secretary

                                                                    Exhibit 3.34

  Limited Partnership Agreement of EB Sadsbury General Partner, LP, dated as of
May 23, 2005, by and between EB Sadsbury Second, LLC and Electronics Boutique of
                                  America Inc.



                              AMENDED AND RESTATED
                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                         EB SADSBURY GENERAL PARTNER, LP

     THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of EB Sadsbury
General Partner, LP, a Delaware limited partnership (the "Partnership"), is made
as of the 23rd day of May, 2005, by and between EB Sadsbury Second, LLC, a
Delaware limited liability company, as general partner (the "General Partner"),
and Electronics Boutique of America Inc., a Pennsylvania corporation, as limited
partner (the "Limited Partner").

     NOW, THEREFORE, intending to be legally bound hereby, and in consideration
of the mutual promises and covenants contained herein, the parties hereto agree
as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

     For purposes of this Agreement, and in addition to capitalized terms
defined elsewhere in this Agreement, the following terms shall have the meanings
ascribed below:

     "Act" means the Delaware Revised Uniform Limited Partnership Act, as
amended from time to time.

     Affiliate" means, with respect to any referenced Person, (i) a member of
such Person's immediate family; and (ii) any Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with the
Person in question. As used herein, "control" shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Agreement" means this Limited Partnership Agreement of EB Sadsbury General
Partner, LP, including all Exhibits hereto, as amended from time to time.

     "Available Cash Flow" means such portion of the cash in hand or in bank
accounts of the Partnership as is determined by the General Partner to be
available for distribution to the Partners after payment of the current
liabilities, obligations and expenses of the Partnership, and after reasonable
provision has been made for reasonably required reserves.

     "Code" means the Internal Revenue Code of 1986, as amended, including
corresponding provisions of succeeding law.

     "Limited Partner" means a Person admitted to the Partnership as a limited
partner and "Limited Partners" means all Persons admitted to the Partnership as
limited partners.



     "Partner" or "Partners," means, individually, a General Partner or a
Limited Partner, and collectively, the General Partner and all the Limited
Partners, including Persons admitted to the Partnership after the date hereof in
accordance with the terms hereof.

     "Percentage Interests" means the relative percentages allocated to the
Partners as set forth on Exhibit A hereto, as the same may be amended from time
to time in accordance with this Agreement

     "Person" means any individual, corporation, partnership, trust, limited
liability company or other organization or entity.

     "Property Holding Partnership" means EB Sadsbury Property Holding, LP, a
Delaware limited partnership formed to hold certain parcels of real estate,
including the lands, buildings and other improvements now located or hereafter
constructed thereon, consisting of approximately 28 acres with all easements and
other rights benefiting such ground and all improvements thereon, if any,
situate in Sadsbury Township, Chester County, Pennsylvania.

     "Regulations" means the Income Tax Regulations promulgated under the Code,
as such regulations may be amended from time to time.

                                   ARTICLE II

                                    GENERAL

     2.1 Formation of Partnership.

          2.1.1 The Partnership was formed as a limited partnership pursuant to
the Act by the filing of the certificate of limited partnership with the Office
of the Secretary of State of the State of Delaware on October 14, 2003. Except
as modified by this Agreement, the Partnership shall be governed by the Act.

     2.2 Name of Partnership. The name of the Partnership is EB Sadsbury General
Partner, LP, or such other name as the General Partner may from time to time
determine, subject to the requirements of the Act and other applicable law.

     2.3 Registered Office and Registered Agent. The initial registered agent
and registered office of the Partnership shall be Corporation Trust Center, 1209
Orange Street, Wilmington, County of New Castle, Delaware 19801. The registered
agent and registered office of the Partnership may be changed from time to time
in the discretion of the General Partner, subject to the requirements of the
Act. The business of the Partnership may be conducted at such office or offices
as the General Partner may determine from time to time.

     2.4 Purpose. The Partnership may do all things permitted to be done by
limited partnerships under the Act, and do all things necessary, convenient or
incidental to that purpose,

     2.5 Term. The Partnership shall continue until dissolved pursuant to
Article IX. Dissolution of the Partnership shall occur only upon the occurrence
of one of an event specified in Article IX.


                                        2



     2.6 Tax Status. It is intended that, for federal income tax purposes, the
Partnership will be treated as a disregarded entity as long as it is deemed to
have only a single partner for federal income tax purposes, or as a partnership
if it is deemed to have more than a single partner for federal income tax
purposes. No election shall be made under the Regulations to treat the
Partnership as a corporation for federal income tax purposes unless all of the
Partners unanimously consent to the filing of such an election.

                                   ARTICLE III

                              CAPITAL CONTRIBUTIONS

     3.1 Contributions.

          3.1.1 Each Partner shall contribute the cash or property set forth
opposite the name of such Partner on Exhibit A to the capital of the
Partnership.

          3.1.2 Additional capital contributions shall be made as unanimously
agreed by the Partners, but no Partner shall be obligated to contribute any
additional capital to the Partnership, whether upon the liquidation of the
Partnership or otherwise. No Partner shall be obligated to restore the deficit
balance in its capital account in the Partnership.

     3.2 No Withdrawals. No Partner shall have the right to withdraw or reduce
his contribution of capital to the Partnership. The General Partner shall have
no personal liability for repayment of the capital contributions of the limited
Partner.

                                   ARTICLE IV

                                  DISTRIBUTIONS

     4.1 Available Cash Flow. Available Cash Flow, as determined by the General
Partner, shall be distributed to the Partners in proportion to their Percentage
Interests on an annual or more frequent basis as determined by the General
Partner.

     4.2 Liquidation. Notwithstanding anything in this Agreement to the
contrary, upon the liquidating and winding up of the Partnership, distributions
to the Partners shall be made as set forth in Section 9.4.1 below.

                                    ARTICLE V

                                   ALLOCATIONS

     5.1 General. If the Partnership is ever considered a partnership for
federal income tax purposes (rather than a disregarded entity), then, except as
otherwise required under section 704(b) pf the Code or the Regulations
promulgated thereunder, all income, gain, loss, deduction and credit of the
Partnership shall be allocated to the Partners in proportion to their respective
Percentage Interests.


                                        3



                                   ARTICLE VI

                                   MANAGEMENT

     6.1 General. The General Partner shall have the full and exclusive power on
the Partnership's behalf, and in its name, to manage, control, administer and
operate the business and affairs of the Partnership and to do or cause to be
done anything it deems necessary or appropriate to carry out the purposes of the
Partnership, as set forth in Section 2.4 above. Without limiting the generality
of the foregoing, the General Partner shall have the authority to make all
decisions regarding development, construction, lease, sale, exchange, retention,
financing or refinancing of any assets held by the Partnership, and whether the
proceeds realized from any sale, financing or similar transaction shall be
reinvested by the Partnership, used to pay Partnership obligations or
distributed to the Partners.

     6.2 Compensation of the General Partners; Dealings with Affiliates.

          6.2.1 The General Partner shall be entitled to receive reasonable
management fees for serving as General Partner hereunder; provided, however,
that such fees are no greater than would be paid to an unrelated party
performing comparable management services pursuant to an agreement negotiated at
arm's-length.

          6.2.2 All reasonable costs and expenses paid to third parties and
incurred in connection with the business and affairs of the Partnership,
including without limitation, all legal, accounting and travel expenses, shall
be Partnership expenses, and the General Partner and its Affiliates shall be
entitled to reimbursement to the extent they pay any such expenses.

          6.2.3 The General Partner shall be authorized to cause the Partnership
to obtain management services or other services from Affiliates of some or all
of the Partners. The Partnership shall be responsible for a reasonable portion
of office and overhead expenses with respect to office space mat the Partnership
shares with Affiliates of some or all of the Partners.

     6.3 Other Interests of Partners. The General Partner shall devote to the
Partnership such time as reasonably may be required to manage the business and
affairs of the Partnership. In view of the exclusive and limited purposes of the
Partnership, no Partner, or any Affiliate of any Partner, shall have any
obligation to make any other investment or business opportunity available to the
Partnership or to any of its Partners. It is further expressly agreed that any
Partner and/or its Affiliates may engage in and possess interests in other
businesses and ventures of every nature and description, independently or with
others, and any such engagement will not constitute a breach of the Partners'
fiduciary duties to the Partnership, and neither the Partnership nor any Partner
shall have any rights by virtue of this Agreement or the existence of this
Partnership in and to such independent ventures or to the income or profits
derived therefrom.

     6.4 Limitations on Limited Partners. Except as otherwise expressly set
forth herein, the Limited Partners (in such capacity) shall in no event (i) be
permitted to take part in the control of the business or affairs of the
Partnership; or (ii) have the authority or power, in the capacity of a Limited
Partner, to act as agent for or on behalf of the Partnership or any other


                                        4



Partner to do any act which would be binding on the Partnership or any other
Partner, including without limitation the incurring of any expenditures on
behalf of the Partnership.

     6.5 Liability of Limited Partners. The Limited Partner shall in no event be
liable personally for any of the debts or losses of the Partnership or of the
General Partner beyond the aggregate amount of agreed upon contributions to the
capital of the Partnership as provided in Article III.

     6.6 Loans from or to Affiliates. Subject to any restrictions or limitations
contained in this Agreement, the Partnership shall be authorized (i) to borrow
funds from Affiliates of the Partnership or the Partners to the extent that
capital contributions made by the Partners and the proceeds of third party
borrowings shall not be sufficient for the purposes of the Partnership, and (ii)
to lend funds not required by the Partnership to Affiliates of the Partnership
and the General Partner, provided such loans provide for commercially reasonable
interest or are approved by the General Partners and the Limited Partner.

     6.7 Additional Limitations and Covenants. Notwithstanding any provision
hereof or of any other document governing the formation, management or operation
of the Partnership to the contrary, and in addition to the other provisions set
forth in this Agreement, in order to preserve and ensure the separate and
distinct identity of the Partnership, the Partnership shall conduct its affairs
in accordance with the following provisions:

          6.7.1 The Partnership shall operate its business separate and apart
from that of any of its Affiliates.

          6.7.2 The Partnership shall maintain partnership records and books of
account separate from those of any Affiliate of the Partnership.

          6.7.3 The Partnership shall conduct its own business in its own name.

          6.7.4 The Partnership shall hold itself out as an entity separate from
any Affiliate.

                                   ARTICLE VII

                                 FISCAL MATTERS

     7.1 Partnership Books: Access to Information.

          7.1.1 The Partnership shall maintain at its principal office (as the
same may be designated by the General Partner from time to time) all records
required to be maintained at such office(s) under the Act or under any other
applicable law.

          7.1.2 During regular business hours and upon reasonable notice, each
Partner and its duly authorized representatives shall have access to and may
inspect and copy any of such books and records.


                                        5



     7.2 Accounting and Tax Decisions. All decisions as to accounting and tax
matters shall be made by the General Partner. The General Partner may rely upon
the advice of the Partnership's counsel or accountants as to the appropriate
accounting and tax decisions. The General Partner may elect to treat certain
items differently for accounting purposes than the manner in which such items
are treated for tax purposes.

     7.3 Bank Accounts. The General Partner shall be responsible for causing one
or more bank accounts to be maintained in the Partnership's name into which all
funds of the Partnership shall be deposited and from which payment of all
Partnership business expenditures shall be made. Notwithstanding the foregoing,
funds of the Partnership may be held in one or more accounts maintained by
Affiliates of the Partnership or its Partners, provided that an accurate
accounting of deposits and withdrawals on behalf of the Partnership is
maintained

                                  ARTICLE VIII

                      ASSIGNABILITY OF PARTNER'S INTERESTS

     8.1 Permitted Transfers. General or limited partnership interests in the
Partnership may be transferred only with the unanimous written consent of the
Partners.

                                   ARTICLE IX

                           DISSOLUTION AND TERMINATION

     9.1 Liquidating Events.

          9.1.1 The Partnership shall dissolve and commence winding up and
liquidating upon the first to occur of any of the following ("Liquidating
Events"):

               (i) The dissolution, winding up and liquidation of the
     Partnership is approved by the unanimous consent of the Partners;

               (ii) A sale of all or substantially all of the assets of the
     Partnership and the collection of the proceeds from such sale;

               (iii) An event of withdrawal, as defined in Section 17-402 of the
     Act (or any successor provision), occurs with respect to the General
     Partner (unless there is at least one remaining General Partner, in which
     case the remaining General Partner(s) shall be authorized to continue the
     Partnership); provided, however, that the Partnership shall not be
     dissolved upon the withdrawal of the last remaining General Partner if,
     within 90 days after such withdrawal, a majority in interest of the
     remaining Partners agree in writing to continue the business of the
     Partnership and to the appointment of one or more replacement general
     partners;

               (iv) The happening of any other event that makes it unlawful or
     impossible to carry on the business of the Partnership; or

               (v) In any event, at 11:59 p.m. on December 31, 2103.


                                        6



          9.1.2 The Partners hereby agree that, notwithstanding any provision of
the Act, the Partnership shall not dissolve prior to the occurrence of a
Liquidating Event. If it is determined by a court of competent jurisdiction that
the Partnership has dissolved prior to the occurrence of a Liquidating Event,
the Partners hereby agree to continue the business of the Partnership without a
winding up or liquidation.

     9.2 Dissolution, Winding Up and Termination. Upon the occurrence of a
liquidating Event, the General Partner shall have the full power and authority
to proceed with the liquidation of the Partnership and to take all steps which
they may deem necessary or desirable to wind up the Partnership's affairs,
having for such purpose all the powers referred to and provided for in Article
VI appropriate to accomplish the same and allowing for a reasonable time in
order to minimize losses attendant to the liquidation, so that the Partnership
may be terminated in accordance with the Act. In the event that there is no
General Partner, the Limited Partner may designate one or more Partners or a
non-Partner or both to proceed with the liquidation of the Partnership's assets
and the termination of the Partnership. In the event that a liquidator is
designated pursuant to the preceding sentence, hereinafter in this Article all
references to the General Partner shall be deemed to refer to such liquidator.

     9.3 Final Accounting. Upon such dissolution, an accounting shall be
prepared and furnished to each Partner to cover the period from the date of the
last previous accounting to the date of such dissolution. Upon completion or
distribution in accordance with Section 9.4, a further statement for the period
of dissolution shall be so prepared and furnished.

     9.4 Distributions Upon Winding Up and Termination.

          9.4.1 The proceeds from all assets of the Partnership upon its winding
up and termination shall be distributed and applied in the following order of
priority, with no distribution being made in any category being set forth below
until each preceding category has been satisfied in full:

               (i) Payment of debts and liabilities of the Partnership (other
     than amounts owing to Partners) and the expenses of liquidation; provided
     however, that loans guaranteed by Partners or their Affiliates shall not be
     considered as being made by such Partners, and provided further that the
     General Partner shall have the right to designate the order in which
     specific liabilities are to be satisfied out of Partnership assets, to the
     extent permitted with reference to the order provided by law, in order to
     minimize the risk of personal liability on the part of any Partner(s),
     including the General Partner and its Affiliates.

               (ii) Establishment of reserves deemed reasonably necessary to
     cover contingent or unforeseen liabilities or obligations of the
     Partnership or the General Partner arising out of or in connection with the
     Partnership. These reserves may be held by the Partnership or paid over to
     an attorney-in-law or a bank or trust company to be held in escrow for the
     purpose of paying any such contingent or unforeseen liabilities or
     obligations and at the expiration of such period as the General Partners
     shall deem advisable, any then remaining balance shall be distributed as
     the General Partner shall direct but in accordance with the order of
     priority set forth below.


                                        7



               (iii) Repayment of all loans owing to the Partners, including
     accrued but unpaid interest thereon.

               (iv) To the Partners in proportion to their Percentage Interests.

          9.4.2 Notwithstanding anything to the contrary in the Act or any other
statute or rule of law, no Partner shall have any right of priority over any
other Partner with respect to repayment of loans and advances or otherwise in
the application and distribution of the assets of the Partnership upon
dissolution as provided herein.

                                    ARTICLE X

                                  MISCELLANEOUS

     10.1 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the Partners, their respective successors and assigns.
Each and every successor to any Partner, whether such successor acquires its
interest by way of gift, purchase, foreclosure, or by any other method, shall
hold such interest subject to all of the terms and provisions of this Agreement.

     10.2 Amendment. This Agreement may only be amended upon the unanimous
approval of the Partners.

     10.3 No Third Party Beneficiaries. None of the provisions of this Agreement
are intended to benefit, and none shall inure to the benefit of or be
enforceable by, any creditors of the Partnership or any other third parties.

     10.4 Entire Agreement This Agreement contains the entire agreement between
the Partners and supersedes all prior understandings and agreements between them
concerning the subject matter hereof. No representations, warranties, conditions
or agreements pertaining to the subject matter of this Agreement have been made
by, or shall be binding upon, any of the Partners, except as expressly set forth
in this herein.

     10.5 Captions. Titles or captions of articles and sections contained in
this Agreement are inserted only as a matter of convenience and for reference,
and in no way define, limit, extend or describe the scope of this Agreement or
the intent of any provision thereof.

     10.6 Number and Gender. All pronouns used herein shall be deemed to refer
to the masculine, feminine, neuter, singular or plural as the identity of the
Person or Persons may require in the context, and the singular form of nouns,
pronouns and verbs shall include the plural, and vice versa, whichever the
context may require.

     10.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original for all purposes, but all of
which taken together shall constitute only one agreement. This Agreement shall
become binding when one or more counterparts hereof, individually or taken
together, shall bear the signatures of all of the parties reflected hereon as
the signatories.


                                        8



     10.8 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                        9



     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused this Agreement to be duly executed under seal as of the day
and year first above written.

                                         GENERAL PARTNER:

                                         EB SADSBURY SECOND, LLC

                                         By: Electronics Boutique of
                                             America Inc., its sole member


                                         By: /s/ Illegible
                                             -----------------------------------
                                         Name: Illegible
                                         Title: Assistant Secretary


                                         LIMITED PARTNER:

                                         ELECTRONICS BOUTIQUE OF AMERICA INC.


                                         By: /s/ Illegible
                                             -----------------------------------
                                         Name: Illegible
                                         Title: Assistant Secretary


                                       10



                                   EXHIBIT "A"

            PARTNERS, CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS



                                              Capital     Percentage
Name and Address                           Contribution    Interest
- ----------------                           ------------   ----------
                                                    
GENERAL PARTNER:

EB Sadsbury Second, LLC                      $   1.20         0.1%
c/o Electronics Boutique of America Inc.
931 South Matlack Street
West Chester, PA 19382

LIMITED PARTNER:

Electronics Boutique of America Inc.         $1198.80        99.9%
931 South Matlack Street
West Chester, PA 19382

                                                                    Exhibit 3.35

     Certificate of Limited Partnership of FR Sadsbury Property Holding, LP.
       Certificate of Amendment to the Certificate of Limited Partnership
        of FR Sadsbury Property Holding, LP (changing name to EB Sadsbury
                             Property Holding, LP).



                                FIRST INDUSTRIAL

                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                        FR SADSBURY PROPERTY HOLDING, LP

          The undersigned, being desirous of forming a limited partnership
pursuant to the laws of the State of Delaware, does hereby certify as follows:

          I. The name of the partnership is FR Sadsbury Property Holding, LP
(the "Partnership").

          II. The address of the Partnership's registered office in the State of
Delaware is: Suite 1200, 222 Delaware Avenue, City of Wilmington, County of New
Castle, DE 19801. The name of The Partnership's registered agent at such address
is ATA Corporate Services, Inc.

          III. The name and address of the General Partner is as follows:

                                        FR Sadsbury General Partner, LP
                                        c/o First Industrial Development
                                        Services, Inc.
                                        200 Philips Drive
                                        Exton, PA 19341

                                                         State of Delaware
                                                         Secretary of State
                                                      Division of Corporations
                                                   Delivered 03:18 PM 10/14/2003
                                                     FILED 03:15 PM 10/14/2003
                                                    SRV 030659353 - 3715127 FILE



          IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Limited Partnership this 14th day of October, 2003.

                                        By: FR Sadsbury General Partner, LP,
                                            its sole general partner

                                        By: FR Sadsbury Second, LLC, a
                                            Delaware limited liability company,
                                            its sole member

                                        By: FR Sadsbury, LLC, a Delaware
                                            limited liability company, its
                                            sole member

                                        By: First Industrial Development
                                            Services, Inc., a Maryland
                                            corporation its sole member


                                        By /s/ ROBERT H. MUIR
                                           -------------------------------------
                                           ROBERT H. MUIR
                                        Title: EXECUTIVE VICE PRESIDENT



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                        FR SADSBURY PROPERTY HOLDING, LP

     The undersigned, desiring to amend the Certificate of Limited Partnership
of FR Sadsbury Property Holding, LP, which was filed with the Secretary of State
of the State of Delaware on October 14, 2003, pursuant to the provisions of
Section 17-202 of the Revised Uniform Limited Partnership Act of the State of
Delaware, does hereby certify as follows:

     FIRST: Article 1 of the Certificate of Limited Partnership shall be amended
as follows:

          "1. The name of the Limited Partnership is hereby amended to be EB
          Sadsbury Property Holding, LP."

     SECOND: Article 2 of the Certificate of Limited Partnership shall be
amended as follows:

          "2. The address of its registered office in the State of Delaware is
          Corporation Trust Center, 1209 Orange Street, Wilmington, County of
          New Castle, Delaware 19801. The name of the Partnership's registered
          agent for service of process in the State of Delaware at such address
          is The Corporation Trust Company."

     THIRD: Article 3 of the Certificate of Limited Partnership shall be
amended as follows:

          "3. The name and mailing address of the general partner is as follows:

               EB Sadsbury General Partner, LP
               c/o Electronics Boutique of America, Inc.
               931 South Matlack Street
               West Chester, PA 19382"

                                                         State of Delaware
                                                         Secretary of State
                                                      Division of Corporations
                                                   Delivered 12:32 PM 05/24/2005
                                                     FILED 12:32 PM 05/24/2005
                                                    SRV 050428065 - 3715127 File



     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of this 23rd day of May, 2005.

                                        EB SADSBURY GENRAL PARTNER, LP, a
                                        Delaware limited partnership, its sole
                                        general partner

                                        By EB Sadsbury Second LLC, a Delaware
                                           limited liability company, its
                                           general partner

                                        By Electronics Boutique of America Inc.
                                           a Pennsylvania corporation, its
                                           sole member


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name: Illegible
                                        Title: Assistant Secretary

                                                                    Exhibit 3.36

 Limited Partnership Agreement of FR Sadsbury Property Holding, LP, dated as of
               August 10, 2004, by and between FR Sadsbury General
                        Partner, LP and FR Sadsbury, LLC.



                          LIMITED PARTNERSHIP AGREEMENT
                                       OF
                        FR SADSBURY PROPERTY HOLDING, LP

     THIS LIMITED PARTNERSHIP AGREEMENT of FR Sadsbury Property Holding, LP, a
Delaware limited partnership (the "Partnership"), is made as of the 10th day of
August, 2004, by and between FR Sadsbury General Partner, LP, a Delaware limited
partnership, as general partner (the "General Partner"), and FR Sadsbury, LLC, a
Delaware limited liability company, as limited partner (the "Limited Partner").

     NOW, THEREFORE, intending to be legally bound hererby, and in consideration
of the mutual promises and covenants contained herein, the parties hereto agree
as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

     For purposes of this Agreement, and in addition to capitalized terms
defined elsewhere in this Agreement, the following terms shall have the meanings
ascribed below:

     "Act" means the Delaware Revised Uniform Limited Partnership Act, as
amended from time to time.

     "Affiliate" means, with respect to any referenced Person, (i) a member of
such Person's immediate family; and (ii) any Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with the
Person in question. As used herein, "control" shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     "Agreement" means this Limited Partnership Agreement of FR Sadsbury
Property Holding, LP, including all Exhibits hereto, as amended from time to
time.

     "Available Cash Flow" means such portion of the cash in hand or in bank
accounts of the Partnership as is determined by the General Partner to be
available for distribution to the Partners after payment of the current
liabilities, obligations and expenses of the Partnership, and after reasonable
provision has been made for reasonably required reserves.

     "Code" means the Internal Revenue Code of 1986, as amended, including
corresponding provisions of succeeding law.

     "Limited Partner" means a Person admitted to the Partnership as a limited
partner and "Limited Partners" means all Persons admitted to the Partnership as
limited partners.



     "Partner" or "Partners," means, individually, a General Partner or a
Limited Partner, and collectively, the General Partner and all the Limited
Partners, including Persons admitted to the Partnership after the date hereof in
accordance with the terms hereof.

     "Percentage Interests" means the relative percentages allocated to the
Partners as set forth on Exhibit A hereto, as the same may be amended from time
to time in accordance with this Agreement.

     "Person" means any individual, corporation, partnership, trust, limited
liability company or other organization or entity.

     "Real Property" means certain parcels of real estate, including the lands,
buildings and other improvements now located or hereafter constructed thereon,
consisting of approximately 28 acres with all easements and other rights
benefiting such ground and all improvements thereon, if any, situate in Sadsbury
Township, Chester County, Pennsylvania.

     "Regulations" means the Income Tax Regulations promulgated under the Code,
as such regulations may be amended from time to time.

                                   ARTICLE II

                                     GENERAL

     2.1 Formation of Partnership.

          2.1.1 The Partnership was formed as a limited partnership pursuant to
the Act by the filing of the certificate of limited partnership with the Office
of the Secretary of State of the State of Delaware on October 14, 2003. Except
as modified by this Agreement, the Partnership shall be governed by the Act.

          2.1.2 The General Partner shall execute such other documents and
perform such other acts as shall constitute compliance with all requirements for
the formation and operation of the Partnership pursuant to the Act and to
qualify to do business in the Commonwealth of Pennsylvania and any other
jurisdiction in which the Partnership conducts business.

     2.2 Name of Partnership. The name of the Partnership is FR Sadsbury
Property Holding, LP, or such other name as the General Partner may from time to
time determine, subject to the requirements of the Act and other applicable law.

     2.3 Registered Office and Registered Agent. The initial registered agent
and registered office of the Partnership shall be ATA Corporate Services, Inc.,
Suite 1200, 222 Delaware Avenue, Wilmington, Delaware. The registered agent and
registered office of the Partnership may be changed from time to time in the
discretion of the General Partner, subject to the requirements of the Act. The
business of the Partnership may be conducted at such office or offices as the
General Partner may determine from time to time.


                                       -2-



     2.4 Purpose. Notwithstanding any provision hereof or of any other document
governing the formation, management or operation of the Partnership to the
contrary, the nature of the business and of the purposes to be conducted and
promoted by the Partnership is to engage solely in the following activities:

          2.4.1 To acquire, construct, own, hold, operate, maintain, lease,
manage, mortgage, assign, pledge, finance and dispose of the Real Property;

          2.4.2 To engage in any activity, to enter into, perform and carry out
any agreement, undertaking, contract, lease, indenture, mortgage, deed of trust
assignment of lease, security agreement, or financing statement of any kind, and
to borrow money and issue evidences of indebtedness, whether or not secured by
liens, in connection with the foregoing purpose;

          2.4.3 To engage in and conduct such other activities directly related
to the foregoing purpose as may be necessary, advisable, or appropriate, in the
reasonable opinion of the General Partner to further the foregoing purpose; and

          2.4.4 To exercise any powers permitted under the Act which are
incidental to the foregoing or necessary or appropriate to accomplish the
foregoing.

     The Partnership shall not engage in any business or activity other than as
permitted in this Section 2.4.

     2.5 Term. The Partnership shall continue until dissolved pursuant to
Article IX. Dissolution of the Partnership shall occur only upon the occurrence
of one of an event specified in Article IX.

     2.6 Tax Status. It is intended that, for federal income tax purposes, the
Partnership will be treated as a disregarded entity as long as it is deemed to
have only a single partner for federal income tax purposes, or as a partnership
if it is deemed to have more than a single partner for federal income tax
purposes. No election shall be made under the Regulations to treat the
Partnership as a corporation for federal income tax purposes unless all of the
Partners unanimously consent to the filing of such an election.


                                       -3-



                                   ARTICLE III

                              CAPITAL CONTRIBUTIONS

     3.1 Contributions.

          3.1.1 Each Partner shall contribute the cash or property set forth
opposite the name of such Partner on Exhibit A to the capital of the
Partnership.

          3.1.2 Additional capital contributions shall be made as unanimously
agreed by the Partners, but no Partner shall be obligated to contribute any
additional capital to the Partnership, whether upon the liquidation of the
Partnership or otherwise. No Partner shall be obligated to restore the deficit
balance in its capital account in the Partnership.

          3.2 No Withdrawals. No Partner shall have the right to withdraw or
reduce his contribution of capital to the Partnership. The General Partner shall
have no personal liability for repayment of the capital contributions of the
Limited Partner.

                                   ARTICLE IV

                                  DISTRIBUTIONS

     4.1 Available Cash Flow. Available Cash Flow, as determined by the General
Partner, shall be distributed to the Partners in proportion to their Percentage
Interests on an annual or more frequent basis as determined by the General
Partner.

     4.2 Liquidation. Notwithstanding anything in this Agreement to the
contrary, upon the liquidating and winding up of the Partnership, distributions
to the Partners shall be made as set forth in Section 9.4.1 below.

                                    ARTICLE V

                                   ALLOCATIONS

     5.l General. If the Partnership is ever considered a partnership for
federal income tax purposes (rather than a disregarded entity), then, except as
otherwise required under section 704(b) of the Code or the Regulations
promulgated thereunder, all income, gain, loss, deduction and credit of the
Partnership shall be allocated to the Partners in proportion to their respective
Percentage Interests.

                                       -4-



                                   ARTICLE VI

                                   MANAGEMENT

     6.1 General. The General Partner shall have the full and exclusive power on
the Partnership's behalf, and in its name, to manage, control, administer and
operate the business and affairs of the Partnership and to do or cause to be
done anything it deems necessary or appropriate to carry out the purposes of the
Partnership, as set forth in Section 2.4 above. Without limiting the generality
of the foregoing, the General Partner shall have the authority to make all
decisions regarding development, construction, lease, sale, exchange, retention,
financing or refinancing of any assets held by the partnership and whether the
proceeds realized from any sale, financing or similar transaction shall be
reinvested by the Partnership, used to pay Partnership obligations or
distributed to the Partners.

     6.2 Compensation of the General Partners; Dealings with Affiliates.

          6.2.1 The General Partner shall be entitled to receive reasonable
management fees for serving as General Partner hereunder, provided, however,
that such fees are no greater than would be paid to an unrelated party
performing comparable management services pursuant to an agreement negotiated at
arm's-length.

          6.2.2 All reasonable costs and expenses paid to third parties and
incurred in connection with the business and affairs of the Partnership,
including without limitation, ail legal, accounting and travel expenses, shall
be Partnership expenses, and the General Partner and its Affiliates shall be
entitled to reimbursement to the extent they pay any such expenses.

          6.2.3 The General Partner shall be authorized to cause the Partnership
to obtain management services or other services from Affiliates of some or all
of the Partners. The Partnership shall be responsible for a reasonable portion
of office and overhead expenses with respect to office space that the
Partnership shares with Affiliates of some or all of the Partners.

     6.3 Other Interests of Partners. The General Partner shall devote to the
Partnership such time as reasonably may be required to manage the business and
affairs of the Partnership. In view of the exclusive and limited purposes of the
Partnership, no Partner, or any Affiliate of any Partner, shall have any
obligation to make any other investment or business opportunity available to the
Partnership or to any of its Partners. It is further expressly agreed mat any
Partner and/or its Affiliates may engage in and possess interests in other
businesses and ventures of every nature and description, independently or with
others, and any such engagement will not constitute a breach of the Partners'
fiduciary duties to the Partnership, and neither the Partnership nor any Partner
shall have any rights by virtue of this Agreement or the existence of this
Partnership in and to such independent ventures or to the income or profits
derived therefrom.

     6.4 limitations on limited Partners. Except as otherwise expressly set
forth herein, the Limited Partners (in such capacity) shall in no event (i) be
permitted to take part in the control of the business or affairs of the
Partnership; or (ii) have the authority or power, in the


                                       -5-



capacity of a limited Partner, to act as agent for or on behalf of the
Partnership or any other Partner to do any act which would be binding on the
Partnership or any other Partner, including without limitation the incurring of
any expenditures on behalf of the Partnership.

     6.5 liability of limited Partners. The limited Partner shall in no event be
liable personally for any of the debts or losses of the Partnership or of the
General Partner beyond the aggregate amount of agreed upon contributions to the
capital of the Partnership as provided in Article III.

     6.6 Loans from or to Affiliates. Subject to any restrictions or limitations
contained in this Agreement, the Partnership shall be authorized (i) to borrow
funds from Affilates of the Partnership or the Partners to the extent that
capital contributions made by the Partners and the proceeds of third party
borrowings shall not be sufficient to acquire and improve the Real Property, or
to make debt payments due to third parties, and (ii) to lend funds not required
by the Partnership to Affiliates of the Partnership and the General Partner,
provided such loans provide for commercially reasonable interest or are approved
by the General Partners and the Limited Partner.

     6.7 Additional Limitations and Covenants. Notwithstanding any provision
hereof or of any other document governing the formation, management or operation
of the Partnership to the contrary, and in addition to the other provisions set
forth in this Agreement, in order to preserve and ensure the separate and
distinct identity of the Partnership, the Partnership shall conduct its affairs
in accordance with the following provisions:

          6.7.1 The Partnership shall operate its business separate and apart
from that of any of its Affiliates.

          6.7.2 The Partnership shall maintain partnership records and books of
account separate from those of any Affiliate of the Partnership.

          6.7.3 The Partnership shall conduct its own business in its own name.

          6.7.4 The Partnership shall hold itself out as an entity separate from
any Affiliate.


                                       -6-



                                   ARTICLE VII

                                 FISCAL MATTERS

     7.1 Partnership Books; Access to Information.

          7.1.1 The Partnership shall maintain at its principal office (as the
same may be designated by the General Partner from time to time), full and
accurate books of the Partnership, which shall fully reflect each of its
transactions, including the cash distributions and allocations provided for in
Articles IV and V, and all other records necessary for recording the
Partnership's business or required to be maintained at such office(s) under the
Act or under any other applicable law.

          7.1.2 Daring regular business hours and upon reasonable notice, each
Partner and its duly authorized representatives shall have access to and may
inspect and copy any of such books and records.

     7.2 Tax Returns and Financial Statements. The General Partner shall cause
any necessary federal, state and local income tax returns and reports required
of the Partnership to be prepared and timely filed. The Partners agree that in
preparing and filing their tax returns they will report all tax items relating
to the Partnership in a manner consistent with the reporting of such items on
the Partnership's tax returns and reports.

     7.3 Accounting and Tax Decisions. All decisions as to accounting and tax
matters Shall be made by the General Partner. The General Partner may rely upon
the advice of the Partnership's counsel or accountants as to the appropriate
accounting and tax decisions. The General Partner may elect to treat certain
items differently for accounting purposes than the manner in which such items
are treated for tax purposes.

     7.4 Bank Accounts. The General Partner shall be responsible for causing one
or more bank accounts to be maintained in the Partnership's name into which all
funds of the Partnership shall be deposited and from which payment of all
Partnership business expenditures shall be made. Notwithstanding the foregoing,
funds of the Partnership may be held in one or more accounts maintained by
Affiliates of the Partnership or its Partners, provided that an accurate
accounting of deposits and withdrawals on behalf of the Partnership is
maintained.

                                  ARTICLE VIII

                      ASSIGNABILITY OF PARTNER'S INTERESTS

          8.1 Permitted Transfers. General or limited partnership interests in
the Partnership may be transferred only with the unanimous written consent of
the Partners.


                                       -7-



                                   ARTICLE IX

                           DISSOLUTION AND TERMINATION

     9.1 Liquidating Events.

          9.1.1 The Partnership shall dissolve and commence winding up and
liquidating upon the first to occur of any of the following ("Liquidating
Events"):

               (i) The dissolution, winding up and liquidation of the
     Partnership is approved by uanimous consent of the Partners;

               (ii) A sale of all or substantially all of the assets of the
     Partnership and the collection of the proceeds from such sale;

               (iii) An event of withdrawal, as defined in Section 17-402 of the
     Act (or any successor provision), occurs with respect to the General
     Partner (unless there is at least one remaining General Partner, in which
     case the remaining General Partner(s) shall be authorized to continue the
     Partnership); provided, however, that the Partnership shall not be
     dissolved upon the withdrawal of the last remaining General Partner if,
     within 90 days after such withdrawal, a majority in interest of the
     remaining Partners agree in writing to continue the business of the
     Partnership and to the appointment of one or more replacement general
     partners;

               (iv) The happening of any other event that makes it unlawful or
     impossible to carry on the business of the Partnership; or

               (v) In any event, at 11:59 p.m. on December 31, 2103.

          9.1.2 The Partners hereby agree that, notwithstanding any provision of
the Act, the Partnership shall not dissolve prior to the occurrence of a
Liquidating Event. If it is determined by a court of competent jurisdiction that
the Partnership has dissolved prior to the occurrence of a liquidating Event,
the Partners hereby agree to continue the business of the Partnership without a
winding up or liquidation.

     9.2 Dissolution, Winding Up and Termination. Upon the occurrence of a
liquidating Event, the General Partner shall have the full power and authority
to proceed with the liquidation of the Partnership and to take all steps which
they may deem necessary or desirable to wind up the Partnership's affairs,
having for such purpose all the powers referred to and provided for in Article
VI appropriate to accomplish the same and allowing for a reasonable time in
order to minimize losses attendant to the liquidation, so that the Partnership
may be terminated in accordance with the Act. In the event that there is no
General Partner, the limited Partner may designate one or more Partners or a
non-Partner or both to proceed with the liquidation of the Partnership's assets
and the termination of the Partnership. In the event that a liquidator is


                                       -8-



designated pursuant to the preceding sentence, hereinafter in this Article all
references to the General Partner shall be deemed to refer to such liquidator.

     9.3 Final Accounting. Upon such dissolution, an accounting shall be
prepared and furnished to each Partner to cover the period from the date of the
last previous accounting to the date of such dissolution. Upon completion or
distribution in accordance with Section 9.4, a further statement for the period
of dissolution shall be so prepared and furnished.

     9.4 Distributions Upon Winding Up and Termination.

          9.4.1 The proceeds from all assets of the Partnership upon its winding
up and termination shall be distributed and applied in the following order of
priority, with no distribution being made in any category being set forth below
until each preceding category has been satisfied in full:

               (i) Payment of debts and liabilities of the Partnership (other
     than amounts owing to Partners) and the expenses of liquidation; provided
     however, that loans guaranteed by Partners or their Affiliates shall not be
     considered as being made by such Partners, and provided further that the
     General Partner shall have the right to designate the order in which
     specific liabilities are to be satisfied out of Partnership assets, to the
     extent permitted with reference to the order provided by law, in order to
     minimize the risk of personal liability on the part of any Partner(s),
     including the General Partner and its Affiliates.

               (ii) Establishment of reserves deemed reasonably necessary to
     cover contingent or unforeseen liabilities or obligations of the
     Partnership or the General Partner arising out of or in connection with the
     Partnership. These reserves may be held by the Partnership or paid over to
     an attorney-in-law or a bank or trust company to be held in escrow for the
     purpose of paying any such contingent or unforeseen liabilities or
     obligations and at the expiration of such period as the General Partners
     shall deem advisable, any then remaining balance shall be distributed as
     the General Partner shall direct but in accordance with the order of
     priority set forth below.

               (iii) Repayment of all loans owing to the Partners, including
     accrued but unpaid interest thereon.

               (iv) To the Partners in proportion to their Percentage Interests.

          9.4.2 Notwithstanding anything to the contrary in the Act or any other
statute or rule of law, no Partner shall have any right of priority over any
other Partner with respect to repayment of loans and advances or otherwise in
the application and distribution of the assets of the Partnership upon
dissolution as provided herein.


                                       -9-



                                    ARTICLE X

                                  MISCELLANEOUS

     10.1 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the Partners, their respective successors and assigns.
Each and every successor to any Partner, whether such successor acquires its
interest by way of gift, purchase, foreclosure, or by any other method, shall
hold such interest subject to all of the terms and provisions of this Agreement.

     10.2 Amendment. This Agreement may only be amended upon the unanimous
approval of the Partners.

     10.3 No Third Party Beneficiaries. None of the provisions of this Agreement
are intended to benefit, and none shall inure to the benefit of or be
enforceable by, any creditors of the Partnership or any other third parties.

     10.4 Entire Agreement. This Agreement contains the entire agreement between
the Partners and supersedes all prior understandings and agreements between them
concerning the subject matter hereof. No representations, warranties, conditions
or agreements pertaining to the subject matter of this Agreement have been made
by, or shall be binding upon, any of the Partners, except as expressly set forth
in this herein.

     10.5 Captions. Titles or captions of articles and sections contained in
this Agreement are inserted only as a matter of convenience and for reference,
and in no way define, limit, extend or describe the scope of this Agreement or
the intent of any provision thereof.

     10.6 Number and Gender. All pronouns used herein shall be deemed to refer
to the masculine, feminine, neuter, singular or plural as the identity of the
Person or Persons may require in the context, and the singular form of nouns,
pronouns and verbs shall include the plural, and vice versa, whichever the
context may require.

     10.7 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original for all purposes, but all of
which taken together shall constitute only one agreement. This Agreement shall
become binding when one or more counterparts hereof, individually or taken
together, shall bear the signatures of all of the parties reflected hereon as
the signatories.

     10.8 Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.


                                      -10-



     IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties
hereto have caused this Agreement to be duly executed under seal as of the day
and year first above written.

                                        GENERAL PARTNER:

                                        FR SADSBURY GENERAL PARTNER, LP

                                        By: FR Sadsbury Second, LLC,
                                            its general partner

                                        By: FR Sadsbury, LLC,
                                            its sole member

                                        By: First Industrial Development
                                            Services, Inc., its sole member


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name: Illegible
                                        Title: Authorized Signatory


                                        LIMITED PARTNER:

                                        FR SADSBURY, LLC

                                        By: First Industrial Development
                                            Services, Inc., its sole member


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name: Illegible
                                        Title: Authorized Signatory


                                      -11-

                                                                    Exhibit 3.37

         Certificate of Incorporation of EB International Holdings, Inc.



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 03/21/2001
                                                          010138347 - 3371190

                          CERTIFICATE OF INCORPORATION

                                       OF

                         EB INTERNATIONAL HOLDINGS, INC.

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

     1. The name of the corporation is: EB International Holdings, Inc.

     2. The address of its registered office in the State of Delaware, 15 E.
North Street, in the City of Dover. The name of its registered agent at such
address is Incorporating Services, Ltd.

     3. The nature of the business or purposes to be conducted or promoted is:
To engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

     4. The total number of shares of stock which the corporation shall have
authority to issue is One Thousand (1000). all of which shall be common stock,
$.01 par value.

     5. The name and mailing address of the incorporator is as follows:

          Daneen E. Downey
          c/o Klehr Harrison Harvey Branzburg & Ellers, LLP
          260 S. Broad St., Philadelphia, PA 19102

     6. The corporation is to have perpetual existence.

     7. In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized to make, alter or repeal the
By-Laws of the Corporation.

     8. Elections of directors need not be by written ballot unless the By-laws
of the corporation shall so provide.

     9. The corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.



     10. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit.

     I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hands this 21st day of March, 2001.


                                        /s/ Daneen E. Downey
                                        ----------------------------------------
                                        Daneen E. Downey, Incorporator



                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 06/29/2001
                                                          010322357 - 3371190

                                STATE OF DELAWARE
                              CERTIFICATE OF CHANGE
                           OF REGISTERED AGENT AND/OR
                                REGISTERED OFFICE

The Board of Directors of EB International Holding, Inc., a Corporation of
Delaware, on this 17th day of May, A.D., 2001, do hereby resolve and order that
the location of the Registered Agent of this Corporation within the State be,
and the same hereby is 103 Foulk Road, Suite 200, in the City of Wilmington,
County of New Castle, DE 19803.

The name of the Registered Agent therein and in charge thereof upon whom process
against this Corporation may be served, is Entity Services Group, LLC
(#9272016).

EB International Holding, Inc., a Corporation of Delaware, does hereby certify
that the foregoing is a true copy of a resolution adopted by the Board of
Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed by
an authorized officer, the 17th day of May, 2001.


                                        By: /s/ Kari L. Johnson
                                            -----------------------------------
                                        Name: Kari L. Johnson
                                        Title: Assistant Secretary

                                                                    Exhibit 3.38

         Certificate of Merger of E.B. International, Inc. with and into
                        EB International Holdings, Inc.



                              CERTIFICATE OF MERGER

                                       OF

                            E.B. INTERNATIONAL, INC.

                                  WITH AND INTO

                         EB INTERNATIONAL HOLDINGS, INC.

                                   **********

     The undersigned corporation

     DOES HEREBY CERTIFY:

     FIRST: That the name and state of incorporation of each of the constituent
corporations of the merger is as follows:



NAME                              STATE OF INCORPORATION
- ----                              ----------------------
                               
E.B. International, Inc.          Pennsylvania
EB International Holdings, Inc.   Delaware


     SECOND: That an Agreement of Merger between the parties to the merger has
been approved, adopted, certified, executed and acknowledged by each of the
constituent corporations in accordance with the requirements of section 252 of
the General Corporation Law of Delaware.

     THIRD: That the name of the surviving corporation of the merger is EB
International Holdings, Inc., a Delaware corporation.

     FOURTH: That the Certificate of incorporation of EB International Holdings,
Inc., a Delaware corporation which is surviving the merger, shall be the
Certificate of Incorporation of the surviving corporation.

                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                       FILED 12:31 PM 11/15/2001
                                                          010578217 - 3371190



     FIFTH: That the executed Agreement of Merger is on file at an office of the
surviving corporation, the address of which is 931 S. Matlack Street, West
Chester, PA 19803.

     SIXTH: That a copy of the Agreement of Merger will be furnished by the
surviving corporation, on request and without cost, to any stockholder of any
constituent corporation.

     SEVENTH: The authorized capital stock of each foreign corporation which is
a party to the merger is as follows:



Corporation                 Class   Number of Shares   Par value per share
- -----------                 -----   ----------------   -------------------
                                              
E.B. International, Inc.    Common        1000                $1.00


     EIGHTH: That this Certificate of Merger shall be effective on upon filing.

Dated: November 13th, 2001.

                                        EB INTERNATIONAL HOLDINGS, INC.


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Name: Illegible
                                        Title: President

                                                                    Exhibit 3.39

                    Bylaws of EB International Holdings, Inc.



                                     BYLAWS

                                       OF

                         EB INTERNATIONAL HOLDINGS, INC.

                                     OFFICES

     Section 1. Registered Office. The registered office of EB International
Holdings, Inc. (the "Corporation") in the State of Delaware shall be 103 Foulk
Road, Suite 202, in the City of Wilmington, County of New Castle, State of
Delaware. The name of the registered agent at such address is Entity Services,
LLC,

     Section 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 of the Corporation (the "Board of Directors") may from time to time
determine or the business of the Corporation may require.

                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

     Section 1. Place of Meetings. All meetings of the stockholders shall be
held at such time and place, either within or without the State of Delaware, as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

     The Board of Directors may, in its sole discretion, determine that the
meeting shall not be held at any place, but may instead be held solely by means
of remote communication as authorized by Section 211(a)(2) of the Delaware
General Corporation Law. If so authorized, and subject to such guidelines and
procedures as the Board of Directors may adopt, stockholders and proxyholders
not physically present at a meeting of stockholders may, by means of remote
communication, participate in a meeting of stockholders and be deemed present in
person and vote at a meeting of stockholders whether such meeting is to be held
at a designated place or solely by means of remote communication, provided that
(i) the corporation shall implement reasonable measures to verify that each
person deemed present and permitted to vote at the meeting by means of remote
communication is a stockholder or proxyholder, (ii) the corporation shall
implement reasonable measures to provide such stockholders and proxyholders a
reasonable opportunity to participate in the meeting and to vote on matters
submitted to the stockholders, including an opportunity to read or hear the
proceedings of the meeting substantially concurrently with such proceedings, and
(iii) if any stockholder or proxyholder



votes or takes other action at the meeting by means of remote communication, a
record of such vote or other action shall be maintained by the corporation.

     Section 2. Annual Meetings. The annual meeting of stockholders shall be
held on such date and at such time as may be fixed by the Board of Directors and
stated in the notice of the meeting, for the purpose of electing directors and
for the transaction of only such other business as is properly brought before
the meeting in accordance with these Bylaws.

     Written notice of the annual meeting stating the place if any, date and
hour of the meeting, and the means of remote communication, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such meeting, shall be given to each stockholder entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days before the date of
the annual meeting.

     To be properly brought before the annual meeting, business must be either
(i) specified in the notice of annual meeting (or any supplement or amendment
thereto) given by or at the direction of the Board of Directors, (ii) otherwise
brought before the annual meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the annual meeting by a
stockholder. In addition to any other applicable requirements, for business to
be properly brought before an annual meeting by a stockholder, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
sixty (60) days nor more than ninety (90) days prior to the meeting; provided,
however, that in the event that less than seventy (70) days notice or prior
public disclosure of the date of the annual meeting is given or made to
stockholders, notice by a stockholder, to be timely, must be received no later
than the close of business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever first occurs. A stockholder's notice to the
Secretary shall set forth (a) as to each matter the stockholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, and (ii) any material interest of the
stockholder in such business, and (b) as to the stockholder giving the notice
(i) the name and record address of the stockholder and (ii) the class, series
and number of shares of capital stock of the Corporation which are beneficially
owned by the stockholder. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Article II, Section 2. The
officer of the Corporation presiding at an annual meeting shall, if the facts
warrant, determine and declare to the annual meeting that business was not
properly brought before the annual meeting in accordance with the provisions of
this Article II, Section 2, and if such officer should so determine, such
officer shall so declare to the annual meeting and any such business not
properly brought before the meeting shall not be transacted.


                                        2



     Section 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by the Delaware General
Corporation Law, any other applicable law, or by the certificate of
incorporation of the Corporation (the "Certificate of Incorporation"), may only
be called by a majority of the entire Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President, and shall be called by the
President or Secretary at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting.

     Unless otherwise provided by law, written notice of a special meeting
stating the place if any, date and hour of the meeting, and the means of remote
communication, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting, and the purpose or purposes for
which the meeting is called, shall be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting, to each stockholder entitled to
vote at such meeting. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 4. Quorum. The holders of a majority of the capital stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by the Delaware General
Corporation Law, any other applicable law or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the holders of a majority of the votes entitled
to be cast by the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting to another time or
place, without notice other than announcement at the meeting of the time, place,
if any, thereof, and the means of remote communications, if any, by which
stockholders and proxyholders may be deemed to be present in person and vote at
such adjourned meeting. 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 noticed. If the adjournment is for more
than thirty (30) 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 entitled to vote at the meeting.

     Section 5. Voting. Unless otherwise required by law, the Certificate of
Incorporation, the rules or regulations of any stock exchange applicable to the
Corporation or these Bylaws, any question (other than the election of directors)
brought before any meeting of stockholders shall be decided by the vote of the
holders of a majority of the stock represented and entitled to vote thereat. At
all meetings of stockholders for the election of directors, a plurality of the
votes cast shall be sufficient to elect.

     Each stockholder represented at a meeting of stockholders shall be entitled
to cast one vote for each share of the capital stock entitled to vote thereat
held by such stockholder, unless otherwise provided by the Certificate of
Incorporation. Each stockholder entitled to vote at a


                                        3



meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize any person or persons to act for him by
proxy. All proxies shall be executed in writing and shall be filed with the
Secretary of the Corporation not later than the day on which exercised. No proxy
shall be voted or acted upon after three (3) years from its date, unless the
proxy provides for a longer period.

     The Board of Directors, in its discretion, or the officer of the
Corporation presiding at a meeting of stockholders, in his or her discretion,
may require that any votes cast at such meeting shall be cast by written ballot.
All elections of directors shall be by written ballot, unless otherwise provided
in the Certificate of Incorporation; if authorized by the Board of Directors,
such requirement of a written ballot shall be satisfied by a ballot submitted by
electronic transmission, provided that any such transmission must either set
forth or be submitted with information from which it can be determined that the
electronic transmission was authorized by the stockholder or proxyholder.

     Section 6. Action of Shareholders Without Meeting. Unless otherwise
provided by the Certificate of Incorporation, any action required to be taken at
any annual or special meeting of stockholders, 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, and shall be delivered to the Corporation
by delivery to its registered office in the State of Delaware, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. 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.

     A telegram, cablegram, or other electronic transmission consenting to an
action to be taken and transmitted by a stockholder or proxyholder, or by a
person or persons authorized to act for a stockholder or proxyholder, shall be
deemed to be written, signed and dated for the purposes herein, provided that
any such telegram, cablegram or other electronic transmission sets forth or is
delivered with information from which the corporation can determine (A) that the
telegram, cablegram or other electronic transmission was transmitted by the
stockholder or proxyholder or by a person or persons authorized to act for the
stockholder or proxyholder and (B) the date on which such stockholder or
proxyholder or authorized persons or persons transmitted such telegram,
cablegram or other electronic transmission. The date on which such telegram,
cablegram or electronic transmission is transmitted shall be deemed to be the
date on which such consent was signed.


                                        4



     Unless the Board of Directors by means of resolution provides otherwise, no
consent given by telegram, cablegram, or electronic transmission shall be deemed
to have been delivered until such consent is reproduced in paper form and until
such paper form shall be delivered in accordance with Section 228 of the
Delaware General Corporation Law or any other applicable statute, to the
corporation by delivery to its registered office in Delaware, its principal
place of business or an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Any
copy, facsimile or other reliable reproduction of a consent in writing may be
substituted or used in lieu of the original writing for any and all such
purposes for which the original writing could be used, provided that such copy,
facsimile or other reproduction shall be a complete reproduction of the entire
original writing.

     Section 7. Voting List. The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten (10) 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 for a period of at least ten days prior to the meeting:
(i) on a reasonably accessible electronic network, provided that the information
required to gain access to such list is provided with the notice of the meeting,
or (ii) during ordinary business hours, at the principal place of business of
the corporation. In the event that the corporation determines to make the list
available on an electronic network, the corporation may take reasonable steps to
ensure that such information is available only to stockholders of the
corporation. If the meeting is to be held at a place, then the list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. If the meeting
is to be held solely by means of remote communication, then the list shall also
be open to the examination of any stockholder during the whole time of the
meeting on a reasonably accessible electronic network, and the information
required to access such list shall be provided with the notice of the meeting.

     Section 8. Stock Ledger. The stock ledger of the Corporation shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 7 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

     Section 9. Adjournment. Any meeting of the stockholders, including one at
which directors are to be elected, may be adjourned for such periods as the
presiding officer of the meeting or the stockholders present in person or by
proxy and entitled to vote shall direct.

                                   ARTICLE II

                                    DIRECTORS


                                        5



     Section 1. Powers; Number; Qualifications. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided by Delaware General Corporation
Law or in the Certificate of Incorporation. The Board of Directors shall have
the power to renounce any interest or expectancy of the corporation in, or in
being offered an opportunity to participate in, specified business opportunities
or specified classes or categories of business opportunities that are presented
to the corporation or one or more of its officers, directors, or stockholders.
The exact number of directors shall be fixed from time to time, within the
limits specified in the Certificate of Incorporation or by the Board of
Directors. Directors need not be stockholders of the Corporation.

     Section 2. Election; Term of Office; Resignation; Removal; Vacancies. Each
director shall hold office until the next annual meeting of stockholders at
which the term of the class to which he has been elected expires and until such
director's earlier resignation, removal from office, death or incapacity. Any
director or the entire Board of Directors may be removed, but only for cause, by
the holders of a majority of the shares then entitled to vote at an election of
directors. Unless otherwise provided in the Certificate of Incorporation,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors or from any other cause may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director and each director so chosen shall hold office until the
next annual meeting at which the term of the class to which such director has
been elected expires and until such director's successor shall be duly elected
and shall qualify, or until such director's earlier resignation, removal from
office, death or incapacity.

     Section 3. Nominations. Nominations of persons for election to the Board of
Directors of the Corporation at a meeting of stockholders of the Corporation may
be made at such meeting by or at the direction of the Board of Directors, by any
committee or persons appointed by the Board of Directors or by any stockholder
of the Corporation entitled to vote for the election of directors at the meeting
who complies with the notice procedures set forth in this Article III, Section
3. Such nominations by any stockholder shall be made pursuant to timely notice
in writing to the Secretary of the Corporation. To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation not less than sixty (60) days nor more than ninety
(90) days prior to the meeting; provided however, that in the event that less
than seventy (70) days notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholder, to be
timely, must be received no later than the close of business on the tenth (10th)
day following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made, whichever first occurs. Such stockholder's
notice to the Secretary shall set forth (i) as to each person whom the
stockholder proposes to nominate for election or reelection as a director, (a)
the name, age, business address and residence address of the person, (b) the
principal occupation or employment of the person, (c) the class and number of
shares of capital stock of the Corporation which are beneficially owned by the
person, and (d) any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of directors pursuant to
the Rules


                                        6



and Regulations of the Securities and Exchange Commission under Section 14 of
the Securities Exchange Act of 1934, as amended, and (ii) as to the stockholder
giving the notice (a) the name and record address of the stockholder and (b) the
class and number of shares of capital stock of the Corporation which are
beneficially owned by the stockholder. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as a
director of the Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures
set forth herein. The officer of the Corporation presiding at an annual meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

     Section 4. Meetings,. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. The first meeting of each newly elected Board of Directors shall be
held immediately after and at the same place as the meeting of the stockholders
at which it as elected and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present. 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 of Directors. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the Chief Executive Officer or the
President, or a majority of the entire Board of Directors. Notice thereof
stating the place, date and hour of the meeting shall be given to each director
either by mail not less than forty-eight (48) hours before the date of the
meeting, by telephone, facsimile or telegram on twenty-four (24) hours notice,
or on such shorter notice as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances.

     Section 5. Quorum. Except as may be otherwise specifically provided by law,
the Certificate of Incorporation or these Bylaws, at all meetings of the Board
of Directors or any committee thereof, a majority of the entire Board of
Directors or such committee, as the case may be, shall constitute a quorum for
the transaction of business and the act 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. If a quorum shall not be present at any meeting of the Board of
Directors or of any committee thereof, a majority of 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.

     Section 6. Actions of Board of Directors 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 or electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or
committee. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in
electronic form.


                                        7



     Section 7. Removal of Directors by Stockholders. The entire Board of
Directors or any individual director may be removed from office with or without
cause by a majority vote of the holders of the outstanding shares then entitled
to vote at an election of directors. In case the Board of Directors or any one
or more directors be so removed, new directors may be elected at the same time
for the unexpired portion of the full term of the director or directors so
removed.

     Section 8. Resignations. Any director may resign at any time upon notice
given in writing or by electronic transmission to the Board of Directors or to
the Chief Executive Officer or the Secretary of the Corporation, Such
resignation shall take effect at the time of its receipt by the Corporation
unless another time be fixed in the resignation, in which case it shall become
effective at the time so fixed. Unless otherwise specified therein, the
acceptance of a resignation shall not be required to make it effective.

     Section 9. Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. 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 of
any such absent or disqualified member. Any such committee, to the extent
provided by law and in the resolution of the Board of Directors establishing
such committee, 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 expressly so provides, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock
or to adopt a certificate of ownership and merger. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

     Section 10. Compensation, 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
amount (in cash or other form of consideration) 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.

     Section 11. Interested Directors. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors


                                        8



or officers are directors or officers, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the Board of Directors
or committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose, if (i) the material
facts as to his or their relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee, and the Board of Directors or committee, in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his or their relationship or interest
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (iii) the
contract or transaction is fair as to tie Corporation as of the time it is
authorized, approved or ratified, by the Board of Directors, a committee thereof
or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

     Section 12. Meetings by Means of Conference Telephone or Other
Communications Equipment. Members of the Board of Directors or any committee
designed by the Board of Directors may participate in a meeting of the Board of
Directors or of a committee of the Board of Directors by means of conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this subsection shall constitute presence in person at such meeting.

                                   ARTICLE III

                                    OFFICERS

     Section 1. General. The officers of the Corporation shall be elected by the
Board of Directors and shall consist of: a Chairman of the Board; a Chief
Executive Officer; a President; a Secretary; and a Treasurer. The Board of
Directors, in its discretion, may also elect one or more Vice Presidents
(including Executive Vice Presidents and Senior Vice Presidents), Assistant
Secretaries, Assistant Treasurers, a Controller and such other officers as in
the judgment of the Board of Directors may be necessary or desirable. Any number
of offices may be held by the same person and more than one person may hold the
same office, unless otherwise prohibited by law, the Certificate of
Incorporation or these Bylaws. The officers of the Corporation need not be
stockholders of the Corporation nor, except in the case of the Chairman of the
Board of Directors, need such officers be directors of the Corporation.

     Section 2. Election. The Board of Directors at its first meeting held after
each annual meeting of stockholders shall elect the officers of the Corporation
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 of
Directors; and all officers of the Corporation shall hold office until their
successors are chosen and qualified, or until their earlier resignation or
removal. Except as


                                        9



otherwise provided in this Article IV, any officer elected by the Board of
Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors. The salaries of all officers who are
directors of the Corporation shall be fixed by the Board of Directors.

     Section 3. Voting Securities Owned by the Corporation. Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, Chief Executive Officer,
President or any Vice President, and any such officer may, in the name and on
behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and powers incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.

     Section 4. Chairman of the Board. The Chairman of the Board shall be a
member of the Board of Directors and shall preside at all meetings of the Board
of Directors. The Chairman of the Board of Directors shall exercise and perform
such duties and have such powers as may be prescribed by the Board of Directors
or these Bylaws, all in accordance with basic policies as established by and
subject to the oversight of the Board of Directors.

     Section 5. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall supervise, coordinate and manage the Corporation's business
and activities and supervise, coordinate and manage its operating expenses and
capital allocation, shall have general authority to exercise all the powers
necessary for the Chief Executive Officer of the Corporation and shall perform
such other duties and have such other powers as may be prescribed by the Board
of Directors or these Bylaws, all in accordance with basic policies as
established by and subject to the oversight of the Board of Directors. In the
absence or disability of the Chairman of the Board, the duties of the Chairman
of the Board shall be performed and the Chairman of the Board's authority may be
exercised by the Chief Executive Officer and, in the event the Chief Executive
Officer is absent or disabled, such duties shall be performed and such authority
may be exercised by a director designated for such purpose by the Board of
Directors.

     Section 6. President. The President shall have general authority to
exercise all the powers necessary for the President of the Corporation and shall
perform such other duties and have such other powers as may be prescribed by the
Board of Directors or these Bylaws, all in accordance with basic policies as
established by and subject to the oversight of the Board of Directors, the
Chairman of the Board and the Chief Executive Officer. In the absence or
disability of the Chairman of the Board and Chief Executive Officer, the duties
of the Chairman of the Board shall be performed and the Chairman of the Board's
authority may be exercised by


                                       10



the President and, in the event the President is absent or disabled, such duties
shall be performed and such authority may be exercised by a director designated
for such purpose by the Board of Directors.

     Section 7. Vice Presidents. At the request of the President or in the
absence of each of the Chairman of the Board, Chief Executive Officer and
President, or in the event of their inability or refusal to act, the Vice
President or the Vice Presidents if there is more than one (in the order
designated by the Board of Directors) shall perform the duties of the Chairman
of the Board, Chief Executive Officer and/or President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon such
offices (other than as Chairman of the Board). Each Vice President shall perform
such other duties and have such other powers as the Board of Directors from time
to time may prescribe. If there be no Vice President, the Board of Directors
shall designate the officer of the Corporation who, in the absence of each of
the Chairman of the Board, Chief Executive Officer and President or in the event
of the inability or refusal of such officers to act, shall perform the duties of
such offices (other than as Chairman of the Board), and when so acting, shall
have all the powers of and be subject to all the restrictions upon such offices
(other than as Chairman of the Board).

     Section 8. Secretary. The Secretary shall attend all meetings of the Board
of Directors and all meetings of stockholders and record all the proceedings
thereat in a book or books to be kept for that purpose; the Secretary shall also
perform like duties for the standing committees when required. The Secretary
shall give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors, the Chairman of the Board, the
Chief Executive Officer or the President, under whose supervision the Secretary
shall be. If the Secretary shall be unable or shall refuse to cause to be given
notice of all meetings of the stockholders and special meetings of the Board of
Directors, then any Assistant Secretary shall perform such actions. If there be
no Assistant Secretary, then the Board of Directors, the Chairman of the Board,
the Chief Executive Officer or the President may choose another officer to cause
such notice to be given. The Secretary shall have custody of the seal of the
Corporation and the Secretary or any Assistant Secretary, if there be one, shall
have authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by the signature of the Secretary or by the
signature of any such 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. The Secretary shall see that all books,
reports, statements, certificates and other documents and records required by
law to be kept or filed are properly kept or filed, as the case may be.

     Section 9. 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. The Treasurer
shall disburse the funds of the Corporation as may be ordered by the


                                       11



Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and 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, the Treasurer 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 10. Assistant Secretaries. Except as may be otherwise provided in
these Bylaws, Assistant Secretaries, if there be any, shall perform such duties
and have such powers as from time to time may be assigned to them by the Board
of Directors, the Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, if there be one, or the Secretary, and in the
absence of the Secretary or in the event of his disability or refusal to act,
shall perform the duties of the Secretary, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Secretary.

     Section 11. Assistant Treasurers. Assistant Treasurers, if there be any,
shall perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer, the President, any Vice President, if there be one, or the
Treasurer, and in the absence of the Treasurer or in the event of his disability
or refusal to act, shall perform the duties of the Treasurer, and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the Treasurer. If required by the Board of Directors, an Assistant Treasurer
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 12. Controller. The Controller shall establish and maintain the
accounting records of the Corporation in accordance with generally accepted
accounting principles applied on a consistent basis, maintain proper internal
control of the assets of the Corporation and shall perform such other duties as
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the President or any Vice President of the Corporation may prescribe.

     Section 13. Other Officers. Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.


                                       12



     Section 14. Vacancies. The Board of Directors shall have the power to fill
any vacancies in any office occurring from whatever reason.

     Section 15. Resignations. Any officer may resign at any time by submitting
his written resignation to the Corporation. Such resignation shall take effect
at the time of its receipt by the Corporation, unless another time be fixed in
the resignation, in which case it shall become effective at the time so fixed.
The acceptance of a resignation shall lot be required to make it effective.

     Section 16. Removal. Subject to the provisions of any employment agreement
approved by the Board of Directors, any officer of the Corporation may be
removed at any time, with or without cause, by the Board of Directors.

                                   ARTICLE IV

                                  CAPITAL STOCK

     Section 1. Form of Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chief Executive Officer, the President or a Vice President and (ii)
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him in
the Corporation.

     Section 2. Signatures. Any or all of the signatures on the certificate may
be a facsimile, including, but not limited to, signatures of officers of the
Corporation and countersignatures of a transfer agent or registrar. In case an
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 3. 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, 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 his legal
representative, to advertise the same in such manner as the Board of Directors
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.


                                       13



     Section 4. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by law and in these Bylaws. Transfers of stock shall be made
on the books of the Corporation only by the person named in the certificate or
by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued. 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, assignment 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 transactions upon its books,
unless the Corporation has a duty to inquire as to adverse claims with respect
to such transfer which has not been discharged. The Corporation shall have no
duty to inquire into adverse claims with respect to such transfer unless (a) the
Corporation has received a written notification of an adverse claim at a time
and in a manner which affords the Corporation a reasonable opportunity to act on
it prior to the issuance of a new, reissued or re-registered share certificate
and the notification identifies the claimant, the registered owner and the issue
of which the share or shares is a part and provides an address for
communications directed to the claimant; or (b) the Corporation has required and
obtained, with respect to a fiduciary, a copy of a will, trust, indenture,
articles of co-partnership, Bylaws or other controlling instruments, for a
purpose other than to obtain appropriate evidence of the appointment or
incumbency of the fiduciary, and such documents indicate, upon reasonable
inspection, the existence of an adverse claim. The Corporation may discharge any
duty of inquiry by any reasonable means, including notifying an adverse claimant
by registered or certified mail at the address furnished by him or, if there be
no such address, at his residence or regular place of business that the security
has been presented for registration of transfer by a named person, and that the
transfer will be registered unless within thirty days from the date of mailing
the notification, either (a) an appropriate restraining order, injunction or
other process issues from a court of competent jurisdiction; or (b) an indemnity
bond, sufficient in the Corporation's judgment to protect the Corporation and
any transfer agent, registrar or other agent of the Corporation involved from
any loss which it or they may suffer by complying with the adverse claim, is
filed with the Corporation.

     Section 5. Fixing Record Date. In order that the Corporation may determine
the stockholders entitled to notice or to vote at any meeting of 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 record
date shall not precede the date upon which the resolution fixing the record is
adopted by the Board of Directors, and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting, nor more
than ten (10) days after the date upon which the resolution fixing the record
date of action with a meeting is adopted by the Board of Directors, nor more
than sixty (60) days prior to any other action. If no record date is fixed:

          (a) The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the


                                       14



day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held.

          (b) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the first date on which a
signed written consent is delivered to the Corporation.

          (c) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

     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 6. Registered Stockholders. Prior to due presentment for transfer
of any share or shares, the Corporation shall treat the registered owner thereof
as the person exclusively entitled to vote, to receive notifications and to all
other benefits of ownership with respect to such share or shares, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of the State
Delaware.

                                    ARTICLE V

                                     NOTICES

     Section 1. Form of Notice. Other than notices to directors of special
meetings of the Board of Directors which may be given by any means stated in
Section 4 of Article III, whenever, under the provisions of the Delaware General
Corporation Law 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
telecommunication. Notice may also be given to stockholders by a form of
electronic transmission in accordance with and subject to the provisions of
Section 232 and of Section 222 of the Delaware General Corporation Law.

     Section 2. Waiver of Notice. Whenever any notice is required to be given
under the provisions of Delaware General Corporation Law or the Certificate of
Incorporation or by these Bylaws of the Corporation, a waiver thereof in
writing, signed by the person or persons entitled to notice or a waiver by
electronic transmission by the person entitled to notice, whether before


                                       15



or after the time stated therein, shall be deemed equivalent thereto. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the 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. Neither the business to be
transacted at, nor the purpose of, any regular, or special meeting of the
stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice or any waiver by electronic
transmission unless so required by the Certificate of Incorporation.

                                   ARTICLE VI

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 1. The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 2. The Corporation shall indemnify any person who was or is a
party, or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably


                                       16



entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

     Section 3. To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     Section 4. Any indemnification under sections 1 or 2 of this Article
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in such section. Such determination
shall be made:

          (a) By the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or

          (b) If such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or

          (c) By the stockholders.

     Section 5. Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

     Section 6. The indemnification and advancement of expenses provided by, or
granted pursuant to the other sections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

     Section 7. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another Corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as


                                       17



such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article.

     Section 8. For purposes of this Article, references to "the Corporation"
shall include, in addition to the resulting Corporation, any constituent
Corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer employee or
agent of such constituent Corporation, or is or was serving at the request of
such constituent Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this Article with respect to the
resulting or surviving Corporation as he would have with respect to such
constituent Corporation of its separate existence had continued.

     Section 9. For purposes of this Article, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Article.

     Section 10. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

     Section 11. No director or officer of the Corporation shall be personally
liable to the Corporation or to any stockholder of the Corporation for monetary
damages for breach of fiduciary duty as a director or officer, provided that
this provision shall not limit the liability of a director or officer (i) for
any breach of the director's or the officer's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law, or (iv) for any transaction
from which the director or officer derived an improper personal benefit.

                                   ARTICLE VII

                               GENERAL PROVISIONS


                                       18



     Section 1. Reliance on Books and Records. Each director, each member of any
committee designated by the Board of Directors, and each officer of the
Corporation, shall, in the performance of his duties, be fully protected in
relying in good faith upon the books of account or other records of the
Corporation, including reports made to the Corporation by any of its officers,
by an independent certified public accountant, or by an appraiser selected with
reasonable care.

     Section 2. Dividends. Subject to the provisions of the Certificate of
Incorporation, if any, dividends upon the capital stock of the Corporation 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.
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 or reserves 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 interest of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

     Section 3. Annual Statement. The Board of Directors shall present at each
annual meeting, and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the business and
condition of the Corporation.

     Section 4. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other persons as
the Board of Directors may from time to time designate.

     Section5. Fiscal Year. The fiscal year of the Corporation shall be as
determined by the Board of Directors. If the Board of Directors shall fail to do
so, the Chief Executive Officer or President shall fix the fiscal year.

     Section 6. Seal. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

     Section 7. Amendments. The original or other Bylaws may be adopted, amended
or repealed by the stockholders entitled to vote thereon at any regular or
special meeting or, if the Certificate of Incorporation so provides, by the
Board of Directors. The fact that such power has been so conferred upon the
Board of Directors shall not divest the stockholders of the power nor limit
their power to adopt, amend or repeal Bylaws.

     Section 8. Interpretation of Bylaws. All words, terms and provisions of
these Bylaws shall be interpreted and defined by and in accordance with the
General Corporation Law of the State of Delaware, as amended, and as amended
from time to time hereafter.


                                     19

 

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                                                                    EXHIBIT 21.1

                                 GAMESTOP CORP.
                                  SUBSIDIARIES

Electronics Boutique Holdings Corp., a Delaware corporation, is a wholly-owned
subsidiary of GameStop Corp.

GameStop Holdings Corp., a Delaware corporation, is a wholly-owned subsidiary of
Electronics Boutique Holdings Corp.

EB Catalog Company, Inc., a Nevada corporation, is a wholly-owned subsidiary of
Electronics Boutique Holdings Corp.

ELBO Inc., a Delaware corporation, is a wholly-owned subsidiary of Electronics
Boutique Holdings Corp.

EB International Holdings, Inc., a Delaware corporation, is a wholly-owned
subsidiary of Electronics Boutique Holdings Corp.

GameStop, Inc., a Minnesota corporation, is a wholly-owned subsidiary of
GameStop Holdings Corp.

Marketing Control Services, Inc., a Virginia corporation, is a wholly-owned
subsidiary of GameStop Holdings Corp.

Sunrise Publications, Inc., a Minnesota corporation, is a wholly-owned
subsidiary of GameStop, Inc.

GameStop Brands, Inc., a Delaware corporation, is a wholly-owned subsidiary of
GameStop, Inc.

GameStop of Texas (GP), LLC, a Delaware limited liability company, is a
wholly-owned subsidiary of GameStop, Inc.

GameStop (LP), LLC, a Delaware limited liability company, is a wholly-owned
subsidiary of GameStop, Inc.

GameStop Texas LP, a Texas limited partnership, is a 1% owned subsidiary of
GameStop of Texas (GP), LLC and a 99% owned subsidiary of GameStop (LP), LLC

GameStop Group Limited, an Irish company, is a 51% owned subsidiary of GameStop,
Inc.

GameStop Ireland Ltd., an Irish company, is a wholly-owned subsidiary of
GameStop Group Limited

GameStop UK Ltd., a UK company, is a wholly-owned subsidiary of GameStop Group
Limited

EB Sadsbury Second, LLC, a Delaware limited liability company, is a wholly-owned
subsidiary of GameStop, Inc.

EB Sadsbury General Partner, LP, a Delaware limited partnership, is a
wholly-owned subsidiary of GameStop, Inc.

EB Sadsbury Property Holding, LP, a Delaware limited partnership, is a
wholly-owned subsidiary of GameStop, Inc.

Electronics Boutique Australia Pty. Ltd, an Australian company, is a
wholly-owned subsidiary of EB International Holdings, Inc.



EB Luxembourg Holdings Sarl, a Luxembourg company, is a wholly-owned subsidiary
of EB International Holdings, Inc.

Electronics Boutique Canada, Inc., a Canadian corporation, is a wholly-owned
subsidiary of EB International Holdings, Inc.

GameStop Deutschland GmbH., a German company, is a wholly-owned subsidiary of EB
Luxembourg Holdings Sarl.

Electronics Boutique Italy Srl, an Italian company, is a wholly-owned subsidiary
of EB Luxembourg Holdings Sarl.

Electronics Boutique Denmark ApS., a Danish private company, is a wholly-owned
subsidiary of EB Luxembourg Holdings Sarl.

EB Games Sweden AB, a Swedish company, is a wholly-owned subsidiary of EB
Luxembourg Holdings Sarl.

EB Games Management Services AB, a Swedish company, is a wholly-owned subsidiary
of EB Games Sweden AB.

PC Joy GmbH, a Swiss Company, is a wholly-owned subsidiary of EB Luxembourg
Holdings Sarl.

Jump Ordenadores S.L.U., a Spanish company, is a wholly-owned subsidiary of EB
Luxembourg Holdings Sarl.

EB Games Trading GmbH, an Austrian company, is a wholly-owned subsidiary of EB
Luxembourg Holdings Sarl.

EB Games Finland Oy AB, a Finnish company, is a wholly-owned subsidiary of EB
Luxembourg Holdings Sarl.

Electronics Boutique Norway AS., a Norwegian private company, is a wholly-owned
subsidiary of EB Luxembourg Holdings Sarl.

 

 

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By Registered or Certified Mail: Citibank, N.A. 111 Wall Street, 15th Floor New York, NY 10005 Attn: Agency & Trust Services		By Overnight and Hand Delivery: Citibank, N.A. 111 Wall Street, 15th Floor New York, NY 10005 Attn: Agency & Trust Services		By Facsimile: Citibank, N.A. Attn: Agency & Trust Services 212-657-1020 Confirm by Telephone: 1-800-422-2066

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DESCRIPTION OF OLD NOTES TENDERED HEREWITH

Principal Amount

Name(s) and Address(es) of

Aggregate Principal

Tendered (must be in

Registered Holder(s)

Amount Represented by

Integral Multiples of

(Please Fill in, if Blank)

Certificate Number(s)

Certificate(s)

$1,000)*

Total

* Need not be completed if Old Notes are being tendered by book entry transfer.

* Unless indicated in the column labeled “Principal Amount Tendered,” any tendering Holder of Old Notes will be deemed to have tendered the entire aggregate principal amount represented by the column labeled “Aggregate Principal Amount Represented by Certificate(s).”

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o	CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

o	CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

o	CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

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10

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Certificate Surrendered		Old Notes Tendered		Old Notes Accepted

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				Give the
				SOCIAL SECURITY
For this type of account:				number of —
1.		Individual		The individual
2.		Two or more individuals (joint account)		The actual owner of the account or, if combined fund, the first individual on the account.(1)
3.		Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)
4.		a. The usual revocable savings trust account (grantor is also trustee)		The grantor-trustee(1)
		b. So-called trust that is not a legal or valid trust under state law		The actual owner(1)
5.		Sole proprietorship		The owner(3)
6.		Sole proprietorship		The owner(3)
7.		A valid trust, estate, or pension trust		The legal entity(4)
8.		Corporate		The corporation
9.		Association, club, religious, charitable, educational, or other tax-exempt organization account		The organization
10.		Partnership		The partnership
11.		A broker or registered nominee		The broker or nominee
12.		Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments		The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s social security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your social security number or your employer identification number (if you have one).
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:	If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

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	•	An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).
	•	The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.
	•	An international organization or any agency or instrumentality thereof.
	•	A foreign government and any political subdivision, agency or instrumentality thereof.

	•	A corporation.
	•	A financial institution.
	•	A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.
	•	A real estate investment trust.
	•	A common trust fund operated by a bank under Section 584(a).
	•	An entity registered at all times during the tax year under the Investment Company Act of 1940.
	•	A middleman known in the investment community as a nominee or custodian.
	•	A futures commission merchant registered with the Commodity Futures Trading Commission.
	•	A foreign central bank of issue.
	•	A trust exempt from tax under Section 664 or described in Section 4947.

	•	Payments to nonresident aliens subject to withholding under Section 1441.
	•	Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.
	•	Payments of patronage dividends not paid in money.
	•	Payments made by certain foreign organizations.
	•	Section 404(k) payments made by an ESOP.

	•	Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.
	•	Payments of tax-exempt interest (including exempt-interest dividends under Section 852).
	•	Payments described in Section 6049(b)(5) to nonresident aliens.
	•	Payments on tax-free covenant bonds under Section 1451.
	•	Payments made by certain foreign organizations.
	•	Mortgage interest paid to you.

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PAYER’S NAME: Dresser-Rand Group Inc.
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service		Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.		Name   Social Security Number OR   Employer Identification Number  Part 3 —  Awaiting TIN o
Payer’s Request for Taxpayer Identification Number (TIN)		Part 2 — Certification — Under the penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding because(a) I am exempt from backup withholding, or(b) I have not been notified by the Internal Revenue Service (the “IRS”) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or(c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (including a U.S. resident alien).
		CERTIFICATE INSTRUCTIONS — You must cross out item(2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
		The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Sign Here SIGNATURE  DATE

NOTE:	FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

 

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	1. a form of letter which you may send to your clients as a cover letter to accompany the Prospectus and related materials, with space provided for obtaining the client’s instructions with regard to the Exchange Offer;
	2. the Prospectus;
	3. the Letter of Transmittal for your use in connection with the tender of Old Notes and for the information of your clients;
	4. a form of Notice of Guaranteed Delivery; and
	5. the Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.

	Very Truly Yours,
	GameStop Corp.
	GameStop, Inc.

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To: Citibank, N.A., The Exchange Agent
By Registered or Certified Mail: Citibank, N.A. 111 Wall Street, 15th Floor New York, NY 10005 Attn: Agency & Trust Services		By Overnight and Hand Delivery: Citibank, N.A. 111 Wall Street, 15th Floor New York, NY 10005 Attn: Agency & Trust Services		By Facsimile: Citibank, N.A. Attn: Agency & Trust Services 212-657-1020 Confirm by Telephone: 1-800-422-2066

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