CERTIFICATE OF INCORPORATION

                                       of

                           HFS SCANTRON HOLDINGS CORP.

               (Under Section 402 of the Business Corporation Law)

     The undersigned incorporator, a natural person over the age of eighteen
years, in order to form a corporation under the Business Corporation Law of the
State of New York (the "Business Corporation Law"), certifies as follows:

     1. Name. The name of the corporation is HFS SCANTRON HOLDINGS CORP. (the
"Corporation").

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

     3. Office. The office of the Corporation is to be located in the County of
New York, State of New York.

     4. Number of Shares; Preemptive Rights Denied.

          4.1 The aggregate number of shares that the Corporation shall have
authority to issue is: two hundred (200), all of which shall be shares of Common
Stock of the par value of one cent ($0.01) each.

          4.2 No holder of shares of the Corporation shall be entitled as of
right to subscribe for, purchase or receive any new or additional shares of any
class, whether now or hereafter authorized, or any notes, bonds, debentures or
other securities



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convertible into, or carrying options or warrants to purchase, shares of any
class; but all such new or additional shares of any class, or notes, bonds,
debentures or other securities convertible into, or carrying options or warrants
to purchase, shares of any class may be issued or disposed of by the Board of
Directors of the Corporation (the "Board") to such persons and on such terms as
it, in its absolute discretion, may deem advisable.

          5. Designation of Secretary of State; Mailing Address. The Secretary
of State is designated as the agent of the Corporation upon whom process in any
action or proceeding against the Corporation may be served, and the address to
which the Secretary of State shall mail a copy of process in any action or
proceeding against the Corporation which may be served upon the Secretary of
State is:

                     2123 Adam Clayton Powell, Jr. Boulevard
                               New York, NY 10027

     6. Limitation of Liability. No director of the Corporation shall have
personal liability to the Corporation or its shareholders for damages for any
breach of duty as a director, provided that nothing in this Section 6 shall
eliminate or limit the liability of any director if a judgment or other final
adjudication adverse to such director establishes that such director's acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that such director personally gained in fact a financial
profit or other advantage to which such director was not legally entitled or
that such director's acts violated section 719 of the Business Corporation Law.

     7. Indemnification.

          7.1 To the extent not prohibited by law, the Corporation shall
indemnify any person who is or was made, or threatened to be made, a party to
any



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threatened, pending or completed action, suit or proceeding (a "Proceeding"),
whether civil, criminal, administrative or investigative, including, without
limitation, an action by or in the right of the Corporation to procure a
judgment in its favor, by reason of the fact that such person, or a person of
whom such person is the legal representative, is or was a director or officer of
the Corporation, or, at the relevant time being or having been such an officer
or director, is or was serving in any capacity at the request of the Corporation
for any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise (an "Other Entity"), against judgments, fines,
penalties, excise taxes, amounts paid in settlement and costs, charges and
expenses (including, without limitation, attorneys' fees, disbursements and
other charges). Notwithstanding the foregoing, no indemnification shall be made
to or on behalf of any director or officer of the Corporation if a judgment or
other final adjudication adverse to such director or officer establishes that
(a) his or her acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated or
(b) he or she personally gained in fact a financial profit or other advantage to
which he or she was not legally entitled. Persons who at the relevant time are
not or were not directors or officers of the Corporation may be similarly
indemnified in respect of service to the Corporation or to an Other Entity at
the request of the Corporation to the extent the Board at any time specifies
that such persons are entitled to the benefits of this Section 7.

     7.2 The Corporation shall, from time to time, reimburse or advance to any
director or officer or other person entitled to indemnification hereunder the
funds necessary for payment of expenses, including, without limitation,
attorneys' fees, disbursements and other charges, incurred in connection with
any Proceeding, in



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advance of the final disposition of such Proceeding; provided, however, that, if
required by the Business Corporation Law, such expenses incurred by or on behalf
of any director or officer or other person may be paid in advance of the final
disposition of a Proceeding only upon receipt by the Corporation of an
undertaking, by or on behalf of such director or officer (or other person
indemnified hereunder), to repay any such amount so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right of appeal that such director, officer or other person is not
entitled to be indemnified for such expenses.

     7.3 A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in section 722 of the Business Corporation Law shall be entitled to
indemnification as authorized in such section. Except as provided in the next
preceding sentence, any indemnification required or permitted by applicable law
or by any provisions of this Certificate of Incorporation, unless ordered by a
court, shall be made by the Corporation only if authorized in the specific case:
(a) by the Board acting by a quorum consisting of directors who are not parties
to such proceeding upon a finding that the director or officer has met the
standard of conduct set forth in section 722, or established pursuant to section
721, as the case may be, of the Business Corporation Law (the "Applicable
Standard"); or (b) if a quorum under clause (a) is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, (1) by the Board
upon the opinion in writing of independent legal counsel that indemnification is
proper in the circumstances because the Applicable Standard has been met by such
director or officer,



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or (2) by the shareholders upon a finding that the director or officer has met
the Applicable Standard.

     7.4 The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Section 7 shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
reimbursement or advancement of expenses may have or hereafter be entitled under
any statute, this Certificate of Incorporation, the By-laws, any agreement, any
vote of shareholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding such office.

     7.5 The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Section 7 shall continue as
to a person who has ceased to be a director or officer (or other person
indemnified hereunder) and shall inure to the benefit of the executors,
administrators, legatees and distributees of such person.

     7.6 The Corporation shall have the power to purchase and maintain insurance
to indemnify (a) itself for any obligation that it incurs as a result of the
indemnification of directors and officers under the provisions of this Section 7
or (b) any director or officer in instances in which he or she may be
indemnified under the provisions of this Section 7, against any liability
asserted, whether or not the Corporation would have the power to indemnify such
person against such liability under the laws of the State of New York, subject
to the limitations imposed under section 726 of the Business Corporation Law (or
any successor section).



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     7.7 To secure payment of any obligation of indemnification or advancement
of expenses provided by, or granted pursuant to, this Section 7, the Corporation
may create a trust fund, grant a security interest or use other means
(including, without limitation, a letter of credit) to insure the payment of
such sums as may become necessary to effect indemnification or advancement of
expenses as provided herein.

     7.8 The provisions of this Section 7 shall be a contract between the
Corporation, on the one hand, and each director and officer who serves in such
capacity at any time while this Section 7 is in effect and any other person
indemnified hereunder, on the other hand, pursuant to which the Corporation and
each such director, officer or other person intend to be legally bound. No
repeal or modification of this Section 7 shall affect any rights or obligations
with respect to any state of facts then or theretofore existing or thereafter
arising or any proceeding theretofore or thereafter brought or threatened based
in whole or in part upon any such state of facts.

     7.9 The rights to indemnification and reimbursement or advancement of
expenses provided by, or granted pursuant to, this Section 7 shall be
enforceable by any person entitled to such indemnification or reimbursement or
advancement of expenses in any court of competent jurisdiction. The burden of
proving that such indemnification or reimbursement or advancement of expenses is
not appropriate shall be on the Corporation. Neither the failure of the
Corporation (including its Board, its independent legal counsel and its
shareholders) to have made a determination prior to the commencement of such
action that such indemnification or reimbursement or advancement of expenses is
proper in the circumstances nor an actual



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determination by the Corporation (including its Board, its independent legal
counsel and its shareholders) that such person is not entitled to such
indemnification or reimbursement or advancement of expenses shall constitute a
defense to the action or create a presumption that such person is not so
entitled. Such a person shall also be indemnified for any expenses incurred in
connection with successfully establishing his or her right to such
indemnification or reimbursement or advancement of expenses, in whole or in
part, in any such proceeding.

     7.10 Any director or officer of the Corporation serving in any capacity (a)
another corporation of which a majority of the shares entitled to vote in the
election of its directors is held, directly or indirectly, by the Corporation or
(b) any employee benefit plan of the Corporation or any corporation referred to
in clause (a) shall be deemed to be doing so at the request of the Corporation.

     7.11 Any person entitled to be indemnified or to reimbursement or
advancement of expenses as a matter of right pursuant to this Section 7 may
elect to have the right to indemnification or reimbursement or advancement of
expenses interpreted on the basis of the applicable law in effect at the time of
the occurrence of the event or events giving rise to the applicable Proceeding,
to the extent permitted by law, or on the basis of the applicable law in effect
at the time such indemnification or reimbursement or advancement of expenses is
sought. Such election shall be made, by a notice in writing to the Corporation,
at the time indemnification or reimbursement or advancement of expenses is
sought; provided, however, that if no such notice is given, the right to
indemnification or reimbursement or advancement of expenses shall be determined
by



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the law in effect at the time indemnification or reimbursement or advancement of
expenses is sought.

     8. Duration. The duration of the Corporation is to be perpetual.

     IN WITNESS WHEREOF, the undersigned incorporator subscribes this
Certificate and affirms it as true under the penalties of perjury on this 23rd
day of April, 2007.


                                        /s/ Lucy S. Popkin
                                        ----------------------------------------
                                        Lucy S. Popkin
                                        1285 Avenue of the Americas
                                        New York, New York 10019-6064