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                    CURTIS MATHES HOLDING CORPORATION
                           (the "Corporation")

                   RESOLUTION OF THE BOARD OF DIRECTORS

        FIXING THE NUMBER AND DESIGNATING THE RIGHTS, PRIVILEGES,
          RESTRICTIONS AND CONDITIONS ATTACHING TO THE SERIES J
                            PREFERENCE SHARES

WHEREAS:

A.   The Corporation's share capital includes 1,000,000 Preference Shares
     par  value, $1.00 per share which Preference Shares may be issued in
     one  or  more  series  with  the  directors  of the Corporation (the
     "Board") being entitled by resolution to fix the number of shares in
     each  series  and  to designate the rights, privileges, restrictions
     and conditions attaching to the share of each series; and

B.   It  is  in  the  best  interests of the Corporation for the Board to
     create  a  series  of  preferred stock entitled  Series J Preference
     Shares; 

NOW, THEREFORE, BE IT RESOLVED, THAT:

     Series J Preference Shares (the "Series J Preference Shares") of the
     Corporation  shall  consist of 7,500 shares and no more and shall be
     designated  as the Series J Preference Shares and in addition to the
     preferences,   rights,   privileges,   restrictions  and  conditions
     attaching  to  all  the  Preference  Shares  as a class, the rights,
     privileges,  restrictions  and  conditions attaching to the Series J
     Preference Shares shall be as follows:

Part 1 - Pre-emptive Rights.

1.1  The Series J Preference Shares shall not give their holders any pre-
emptive  rights to acquire any other securities issued by the Corporation
at any time in the future.

Part 2 - Liquidation Rights.

2.1  If the Corporation shall be voluntarily or involuntarily liquidated,
dissolved  or  wound up, at any times when any Series J Preference Shares
shall  be  outstanding,  the  holders  of  the  then outstanding Series J
Preference  Shares  shall  have  a  preference  in  distribution  of  the
Corporation's  property  available for distribution to the holders of the
Common  Shares  equal  to $1,000.00 consideration per Series J Preference
Share;  provided,  however, that the amalgamation of the Corporation with
any  Corporation or corporations, the sale or transfer by the Corporation
of  all  or  substantially  all  of its property, or any reduction of the
authorized or issued capital of the Corporation of any class, whether now
or  hereafter  authorized,  shall  be  deemed  to be a liquidation of the
Corporation within the meaning of any of the provisions of this Part 2.
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2.2  Subject  to  the provisions of Part 6 hereof, all amounts to be paid
as  preferential  distributions  to  the  holders  of Series J Preference
Shares  as provided in this Part 2 shall be paid or set apart for payment
before the payment or setting apart for payment of any amount for, or the
distribution  of  any  of  the  Corporation's  property to the holders of
Common  Shares,  whether  now or hereafter authorized, in connection with
such liquidation, dissolution or winding up.

Part 3 - Dividends.

3.1  Holders  of  record  of  Series  J  Preference  Shares  shall not be
entitled to receive dividends on their Series J Preference Shares.

Part 4 - Redemption.

4.1  At  any  time,  and from time to time, on and after 45 days from the
date  of the issuance of any Series J Preference Shares, if, upon receipt
of a notice of conversion pursuant to Section 5 hereunder, the average of
the  closing  bid  prices for the Common Shares for 5 consecutive trading
days  shall  be less than $1.50, the Corporation may, at its sole option,
but  shall  not  be  obligated  to, redeem, in whole or in part, the then
outstanding  Series  J  Preference  Shares  at  a price per share of U.S.
$1,150   each  (the  "Redemption  Price")  (such  price  to  be  adjusted
proportionately  in  the  event  of any change of the Series J Preference
Shares into a different number of Shares).

4.2  Five  (5)  days  prior to any date stipulated by the Corporation for
the  redemption  of  Series  J Preference Shares (the "Redemption Date"),
written  notice  (the "Redemption Notice") shall be mailed to each holder
of  record  on  such  notice date of the Series J Preference Shares.  The
Redemption Notice shall state (I) the Redemption Date of such Shares (ii)
the  number  of Series J Preference Shares to be redeemed from the holder
to  whom  the  Redemption  Notice  is  addressed  (iii)  instructions for
surrender  to  the Corporation, in the manner and at the place designated
of  a  share certificate or share certificates representing the number of
Series  J  Preference  Shares  to  be  redeemed from such holder and (iv)
instructions as to how to specify to the Corporation the number of Series
J  Preference  Shares  to  be redeemed as provided in this Part 4 and the
number of shares to be converted into Common Shares as provided in Part 5
hereof.

4.3  Upon  receipt  of  the  Redemption  Notice,  any Eligible Holder (as
defined  in  Section  5.2  hereof)  shall  have the right to convert into
Common  Shares  that  number of Series J Preference Shares not called for
redemption in the Redemption Notice.

4.4  On  or  before  the  Redemption  Date  in  respect  of  any Series J
Preference  Shares,  each  holder  of  such  shares  shall  surrender the
required  certificate  or  certificates  representing  such shares to the
Corporation,  in the manner and at the place designated in the Redemption
Notice,  and  upon  the  Redemption  Date,  the Redemption Price for such
shares  shall  be  made  payable,  in  the manner provided in Section 5.5
hereof, to the order of the person whose name appears on such certificate
or  certificates  as  the  owner  thereof,  and  each  surrendered  share
certificate  shall  be  canceled  and retired.  If a share certificate is
surrendered  and  all the shares evidenced thereby are not being redeemed
(as described below), the Corporation shall cause the Series J Preference
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Shares  which are not being redeemed to be registered in the names of the
persons  whose  names  appear as the owners on the respective surrendered
share certificates and deliver such certificate to such person.

4.5  On  the Redemption Date in respect of any Series J Preference Shares
or  prior  thereto,  the Corporation shall deposit with any bank or trust
company  having a capital and surplus of at least U. S. $50,000,000, as a
trust  fund,  a  sum  equal to the aggregate Redemption Price of all such
shares  called  for  redemption  (less the aggregate Redemption Price for
those  Series J Preference Shares in respect of which the Corporation has
received  notice  from  the  Eligible  Holder  thereof of its election to
convert  Series J Preference Shares into Common Shares), with irrevocable
instructions  and  authority  to  the bank or trust company to pay, on or
after the Redemption Date, the Redemption Price to the respective holders
upon  the  surrender  of  their  share  certificates.   The deposit shall
constitute  full  payment  for  the shares to their holders, and from and
after  the  date of the deposit the redeemed shares shall be deemed to be
no longer outstanding, and holders thereof shall cease to be shareholders
with respect to such shares and shall have no rights with respect thereto
except  the  rights to receive from the bank or trust company payments of
the  Redemption  Price of the shares, without interest, upon surrender of
their  certificates thereof.  Any funds so deposited and unclaimed at the
end of one year following the Redemption Date shall be released or repaid
to  the  Corporation, after which the former holders of shares called for
redemption  shall  be entitled to receive payment of the Redemption Price
in respect of their shares only from the Corporation.

Part 5 - Conversion.

5.1  For the purposes of conversion, the Series J Preference Shares shall
be  valued at $1,000 per share ("Value"), and, if converted, the Series J
Preference Shares shall be converted into such number of Common Shares of
the  Company  $.01  par value (the "Conversion Shares") as is obtained by
dividing  the aggregate Value of the shares of Series J Preference Shares
being  so  converted  by  the  "Average  Stock  Price"  per  share of the
Conversion   Shares  (the  "Conversion  Price"),  subject  to  adjustment
pursuant  to the provisions of this Part 5.  For purposes of this Part 5,
the  "Average  Stock  Price"  means  .85 of the average daily closing bid
prices  of  Common  Shares  for  the period of 5 consecutive trading days
immediately  preceding  the  date  of  the  conversion  of  the  Series J
Preference  Shares  in  respect  of  which  such  Average  Stock Price is
determined,  unless  the Average Stock Price for such period is in excess
of  $3.00  in  which case it shall be .80 of the Average Stock Price, and
unless  the  Average Stock Price for such period is in excess of $4.00 in
which  case it shall be .75 of the  Average  Stock  Price.  In any event, 
the minimum conversion price shall be $1.16.

5.2  Any  holder of Series J Preference Shares (an "Eligible Holder") may
at  any  time  commencing  41  days  after  the  issuance of any Series J
Preference  Shares  convert  up  to  50%  of  his  holdings  of  Series J
Preference Shares and any unconverted balance after 60 days in accordance
with this Part 5.
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5.3  The  conversion right by Section 5.2 hereof may be exercised only by
an Eligible Holder of Series J Preference Shares, in whole or in part, by
the surrender of the share certificate or share certificates representing
the Series J Preference Shares to be converted at the principal office of
the  Corporation (or at such other place as the Corporation may designate
in  a  written  notice  sent  to  the holder by first-class mail, postage
prepaid,  at  its  address shown on the books of the Corporation) against
delivery  of  that  number of whole Common Shares as shall be computed by
dividing  (1)  the  aggregate  Value of the Series J Preference Shares so
surrendered, if any, by (2) the Conversion Price in effect at the date of
the  conversion.   Each Series J Preference Share certificate surrendered
for  conversion  shall  be  endorsed  by its holder.  In the event of any
exercise  of  the  conversion  right  of  the  Series J Preference Shares
granted  herein  (i)  share  certificates  representing the Common Shares
purchased  by  virtue  of such exercise shall be delivered to such holder
within  5 days of notice of conversion free of restrictive legend or stop
transfer  orders, and (ii) unless the Series J Preference Shares has been
fully  converted,  a  new  share  certificate  representing  the Series J
Preference  Shares  not  so converted, if any, shall also be delivered to
such  holder  within 5 days of notice of conversion.  Any Eligible Holder
may  exercise  its  right  to  convert  the Series J Preference Shares by
telecopying  an  executed  and  completed  Notice  of  Conversion  to the
Corporation,  and  within  72  hours  thereafter, delivering the original
Notice  of  Conversion  and  the  certificate  representing  the Series J
Preference  Shares  to  the Corporation by express courier.  Each date on
which  a  Notice  of  Conversion  is  telecopied  to  and received by the
Corporation  in  accordance  with the provisions hereof shall be deemed a
Conversion  Date.    The  Corporation  will  transmit  the  Common Shares
certificates  issuable  upon conversion of any Series J Preference Shares
(together  with  the  certificates  representing  the Series J Preference
Shares  not  so  converted)  to  the  Eligible Holder via express courier
within  five  business  days after the conversion date if the Corporation
has  received  the  original Notice of Conversion and Series J Preference
Shares certificate being so converted by such date.

5.4  All  Common  Shares  which may be issued upon conversion of Series J
Preference  Shares  will,  upon  issuance, be duly issued, fully paid and
nonaccessible and free from all taxes, liens, and charges with respect to
the  issue thereof.  At all times that any Series J Preference Shares are
outstanding,  the  Corporation  shall  have  authorized,  and  shall have
reserved  for  the purpose of issuance upon such conversion, a sufficient
number  of Common Shares to provide for the conversion into Common Shares
of all Series J Preference Shares then outstanding.

5.5  The  number  of  Common  Shares  issued  upon conversion of Series J
Preference Shares and the Conversion Price shall be subject to adjustment
from time to time upon the happening of certain events, as follows:

     5.5.1     Change  of Designation of the Common Shares or the rights,
     privileges,  restrictions  and  conditions  in respect of the Common
     Shares or division of the Common Shares into Series.  In the case of
     any  amendment  to  the  Articles  to  change the designation of the
     Common  Shares or the rights, privileges, restrictions or conditions
     in  respect  of  the  Common Shares or division of the Common Shares
     into  series  the  rights  of the holders of the Series J Preference
     Shares  shall  be  adjusted  so  as  to provide that upon conversion
     thereof the holder of the Series J Preference Shares being converted
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     shall  procure,  in  lieu  of each Common Share theretofore issuable
     upon   such  conversion,  the  kind  and  amount  of  shares,  other
     securities,  money  and  property  receivable upon such designation,
     change  or  division by the holder of one Common Share issuable upon
     such  conversion  had  conversion occurred immediately prior to such
     designation,  change  or  division.   The Series J Preference Shares
     shall be deemed thereafter to provide for adjustments which shall be
     as  nearly  equivalent  as  may  be  practicable  to the adjustments
     provided  for  in  this  Part  5.  The provisions of this subsection
     5 . 5.1   shall   apply   in   the   same   manner   to   successive
     reclassifications, changes, consolidations and mergers.

     5.5.2.    If  the Corporation, at any time while any of the Series J
     Preference  Shares  are outstanding, shall pay a dividend payable in
     Common  Shares,  the  Conversion  Price shall be adjusted, as of the
     date  the  Corporation  shall  take  a  record of the holders of its
     Common  Shares for the purpose of receiving such dividend, (or if no
     such  record  is taken, as of the date of payment of such dividend),
     to  that  price  determined  by  multiplying  the  Conversion  Price
     therefor in effect by a fraction (1) the numerator of which shall be
     the  total  number of Common Shares outstanding immediately prior to
     such  dividend,  and (2) the denominator of which shall be the total
     number of Common Shares outstanding immediately after such dividend,
     (plus  in  the  event  that the Corporation paid cash for fractional
     shares,  the  number  of  additional  shares  which  would have been
     outstanding  had  the  Corporation   issued   fractional  shares  in
     connection with said dividend.

5.6  Whenever  the Conversion Price shall be adjusted pursuant to Section
5.5  hereof,  the  Corporation  shall  make  a  certificate signed by its
President  or a Vice President and by its Treasurer, Assistant Treasurer,
Secretary  of  Assistant  Secretary, setting forth, in reasonable detail,
the  event  requiring  the  adjustment, the amount of the adjustment, the
method  by  which such adjustment was calculated (including a description
of  the  basis  on  which  the  Board of Directors made any determination
hereunder),  and  the  Conversion  Price  after  giving  effect  to  such
adjustment,  and shall cause copies of such certificates to be mailed (by
first-class  mail, postage prepaid) to each holder of Series J Preference
Shares  at  its  address  shown  on  the  books  of the Corporation.  The
Corporation  shall  make such certificate and mail it to each such holder
promptly after each adjustment.

5.7  No  fractional  Common Shares shall be issued in connection with any
conversion of Series J Preference Shares.

5.8  No  Series J Preference Shares which have been converted into Common
Shares shall be reissued by the Corporation; provided, however, that each
such  share,  after  being retired and canceled, shall be restored to the
status of an authorized but unissued Preference Share without designation
as  to  series  and  may  thereafter  be issued as a Preference Share not
designated as Series J Preference Share.
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Part 6 - Amendment.

6.1  In  addition  to  any  requirement for a series vote pursuant to the
General  Corporation  Laws  in  respect  of  any amendment to the rights,
privileges,  restrictions  and  conditions  attaching  to  the  Series  J
Preference  Shares,  the  rights, privileges, restrictions and conditions
attaching  to  the  Series J Preference Shares may be amended only if the
Corporation  has  obtained the affirmative vote at a duly called and held
meeting  of  a  majority  of  the  Series  J Preference Shares or written
consent  by  the  holders of a majority of the Series J Preference Shares
then outstanding.