Exhibit 2.3 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is entered into this 15th day of May, 2002 by and among The Aristotle Corporation, a Delaware corporation (the...

                                                                    Exhibit 2.3



                AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER



   This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this "Amendment") is
entered into this 15th day of May, 2002 by and among The Aristotle Corporation,
a Delaware corporation (the "Company"), Geneve Corporation, a Delaware
corporation ("Parent"), Nasco Holdings, Inc., a Wisconsin corporation ("Nasco
Holdings") and Nasco International, Inc., a Wisconsin corporation ("Nasco")
(each a "Party" and collectively the "Parties").



   WHEREAS, The Parties have entered into that certain Agreement and Plan of
Merger dated as of November 27, 2001, as amended (the "Merger Agreement");



   WHEREAS, the Parties now desire to amend the Merger Agreement as set forth
herein; and



   WHEREAS, the Parties desire in all other respects to continue their
obligations as set forth in the Merger Agreement;



   NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties intending to be legally bound agree as follows:



   SECTION 1.  Amendment.  The Parties agree that the Merger Agreement is
hereby amended so that the reference in Section 8.01(b) to June 12, 2002 is
amended so as to be a reference to June 30, 2002.



   SECTION 2.  Miscellaneous.



   (a)  No Other Amendments.  Except as specifically provided in this
Amendment, no other amendments, revisions or changes are made to the Merger
Agreement. All other terms and conditions of the Merger Agreement remain in
full force and effect.



   (b)  Conforming References.  Upon the effectiveness of this Amendment, each
reference in the Merger Agreement to "this Agreement," "hereunder," "herein,"
or other words of like import, shall mean and be a reference to the Merger
Agreement as amended hereby.



   (c)  Governing Law.  This Amendment and the rights and obligations of the
parties hereunder shall be construed in accordance with and governed by the
internal laws of the State of Delaware, without giving effect to the conflict
of law principles thereof.



   (d)  Counterparts.  This Amendment may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.



                     [this space intentionally left blank]





   IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to
Agreement and Plan of Merger as of the day and year first above written.



                          THE ARISTOTLE CORPORATION

                          By:  /s/  Xxxx X. Xxxxxxxx
                              _________________________
                          Name: Xxxx X. Xxxxxxxx
                          Title: Chairman and President

                          GENEVE CORPORATION

                          By:  /s/  Xxxxxx X. Xxxxx
                              _________________________
                          Name: Xxxxxx X. Xxxxx
                          Title: President

                          NASCO HOLDINGS, INC.

                          By:  /s/  Xxxxxx X. Xxxxx
                              _________________________
                          Name: Xxxxxx X. Xxxxx
                          Title: President

                          NASCO INTERNATIONAL, INC.

                          By:  /s/  Xxxxxx X. Xxxxx
                              _________________________
                          Name: Xxxxxx X. Xxxxx
                          Title: Vice President