<PAGE>                          
                          ARTICLES OF AMENDMENT
                     TO ARTICLES OF INCORPORATION OF
                    CURTIS MATHES HOLDING CORPORATION

     Pursuant  to  the  provisions  of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Article
of Amendment to its Articles of Incorporation:

ARTICLE ONE:   The  name  of  the  corporation  is  Curtis Mathes Holding
               Corporation. 

ARTICLE TWO:   The  following  amendment to the Articles of Incorporation
was  adopted  by  resolution of the Board of Directors of the Corporation
and  was submitted to the shareholders of the Corporation for vote at the
Annual Shareholders' Meeting held on September 19, 1996:

     RESOLVED,  that the number of authorized shares of common stock
     of  the  Corporation  be, and hereby is, subject to shareholder
     approval,  increased  from  40,000,000  to  80,000,000  by  the
     following  amendment  to  the  Articles of Incorporation of the
     Corporation (Articles of Incorporation amended to read):

          "ARTICLE  IV (The first paragraph):  The total number
          o f   shares  of  all  classes  of  stock  which  the
          corporation   shall  be   authorized   to   issue  is
          81,000,000  shares,  divided into the following:  (i)
          1,000,000 shares of preferred stock, of the par value
          of  $1.00  per  share  (hereinafter called "Preferred
          Stock");  and (ii) 80,000,000 shares of common stock,
          of  the  par  value  of  $.01  per share (hereinafter
          called "Common Stock.")"

ARTICLE THREE: The  number  of  shares of the corporation outstanding and
entitled  to  vote  on  the  amendment  at  the  time of the adoption was
24,311,188.

ARTICLE FOUR:  The  number  of  shares  that  voted for the amendment was
21,032,893; the number of the shares that voted against the amendment was
515,193; and the number of shares abstaining was 96,576.

ARTICLE FIVE:  Except  as  set  forth  above and in prior amendments, the
Articles of Incorporation of the Corporation remain unchanged.

     Dated:    September 19, 1996

                              CURTIS MATHES HOLDING CORPORATION

                              By:___/s/ Billy J. Robinson_______
                                   Billy J. Robinson, Secretary
<PAGE>
                          ARTICLES OF AMENDMENT
                     TO ARTICLES OF INCORPORATION OF
                    CURTIS MATHES HOLDING CORPORATION

     Pursuant  to  the  provisions  of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Article
of Amendment to its Articles of Incorporation:

ARTICLE ONE:   The  name  of  the  corporation  is  Curtis Mathes Holding
               Corporation. 

ARTICLE TWO:   The  following  amendment to the Articles of Incorporation
was  adopted  by  resolution of the Board of Directors of the Corporation
and  was submitted to the shareholders of the Corporation for vote at the
Annual Shareholders' Meeting held on April 8, 1995:

     "ARTICLE VII:  (UNCHANGED)    If with respect to any action taken by
     the  shareholders  of  the  corporation,  any provision of the Texas
     Business  Corporation  Act  would, but for this Article VII, require
     the  vote or concurrence of the holders of shares having more than a
     majority  of  the votes entitled to be cast thereon, or of any class
     or  series thereof, the vote or concurrence of the holders of shares
     having  only a majority of the votes entitled to be cast thereon, or
     of  any  class  or series thereof, shall be required with respect to
     any such action.
     (AMENDMENT ADDED)   Any  shareholder  action  required  by the Texas
     Business  Corporation  Act  to  be  taken  at  any annual or special
     meeting  of  shareholders,  or  any action which may be taken at any
     annual  or  special  meeting of shareholders, 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 holder or holders of shares having not less than the
     minimum  number of votes that would be necessary to take such action
     at  a meeting at which the holders of all shares entitled to vote on
     the action were present and voted. 

ARTICLE THREE: The  number  of  shares of the corporation outstanding and
entitled  to  vote  on  the  amendment  at  the  time of the adoption was
9,194,800.

ARTICLE FOUR:  The  number  of  shares  that  voted for the amendment was
4,703,412;  and the number of the shares that voted against the amendment
was 82,950.

ARTICLE FIVE:  Except  as  set  forth  above and in prior amendments, the
Articles of Incorporation of the corporation remain unchanged.

     Dated:    July 24, 1995
                              CURTIS MATHES HOLDING CORPORATION
                              By____Billy J. Robinson_____________
                                   Billy J. Robinson, Secretary
<PAGE>                                   
                           ARTICLES OF AMENDMENT
                   TO THE ARTICLES OF INCORPORATION OF
                     ENHANCED ELECTRONICS CORPORATION

     Pursuant  to  the  provisions  of Article 4.04 of the Texas Business
Corporation   Act,  the  undersigned  corporation  adopts  the  following
Articles of Amendment to its Articles of Incorporation.

ARTICLE ONE:   The  name  of  the  corporation  is  Enhanced  Electronics
               Corporation. 

ARTICLE TWO:   The  following amendments to the Articles of Incorporation
were  adopted  and  ratified  by  the  shareholders  of  the  Corporation
effective April 1, 1994:

     "ARTICLE I:    The  name of the corporation is Curtis Mathes Holding
     Corporation. 

ARTICLE THREE: The  number  of  shares of the Corporation outstanding and
entitled  to  vote at the time of the adoption was 8,412,000.  The number
of shares voting for the amendment was 4,280,815.

ARTICLE FOUR:  Except  as set forth above,  the Articles of Incorporation
of the corporation remain unchanged.

     Dated:    Effective April 1, 1994.

                              ENHANCED ELECTRONICS CORPORATION


                              By____Phillip L. Scheldt____________
                                   Phillip L. Scheldt
                                   Executive Vice President/Secretary
<PAGE>                                   
                          ARTICLES OF AMENDMENT
                   TO THE ARTICLES OF INCORPORATION OF
                  DONNY OSMOND ENTERTAINMENT CORPORATION

     Pursuant  to  the  provisions  of Article 4.04 of the Texas Business
Corporation   Act,  the  undersigned  corporation  adopts  the  following
Articles of Amendment to its Articles of Incorporation.

ARTICLE ONE:   The  name of the corporation is Donny Osmond Entertainment
Corporation.

ARTICLE TWO:   The  following amendments to the Articles of Incorporation
were  unanimously adopted by the shareholders of the corporation on April
4, 1989.

     The  Articles  of  Incorporation  are  hereby  amended so to read as
follows:

     "ARTICLE I:    The  name  of  the  corporation is Entertainment
     Equity Corporation.

     ARTICLE X:     The  address  of  its  registered office is 8080
     North  Central  Expressway,  Suite  1600,  Lock Box 46, Dallas,
     Texas  75206,  and  the  name  of  its registered agent at such
     address is Diane M. Given.

     ARTICLE XIII:  A  director  of  the  Corporation  shall  not be
     person-ally  liable  to the Corporation or its shareholders for
     monetary  damages  for any act or omission in his capacity as a
     director,  except to the extent otherwise expressly provided by
     a statute of the State of Texas.  Any repeal or modification of
     this Article shall be prospective only, and shall not adversely
     affect  any  limitation of the personal liability of a director
     of  the  Corporation  existing  at  the  time  of the repeal or
     modification. 

     The  number  of  shares  outstanding  and  entitled  to vote on this
amendment  at  the  time  of its adoption was 6,253,900 and the number of
shares voting for this amendment was 5,200,000.

ARTICLE THREE: Except  as  set forth above, the Articles of Incorporation
of the corporation remain unchanged.

     Dated:  May 31, 1989

                         ENTERTAINMENT EQUITY CORPORATION,
                         previously, Donny Osmond Entertainment
                         Corporation
                         By:  Patrick A. Custer                  
                              Patrick A. Custer, President
                              Helen Williams                     
                              Helen Williams, Secretary
<PAGE>
State of Texas      )
County of Dallas    )

     The  undersigned notary public does hereby certify that on this 31st
day  of  May,  1989, personally appeared before me Patrick A. Custer who,
being  by  me  first  duly  sworn,  declared  that he is the president of
Entertainment  Equity  Corporation, that he signed the foregoing document
as president of the corporation, and that the statements herein contained
are true.

[Notarial Seal]                    Anne G. Thomas                
                              Notary Public in and for the State
                              of Texas
                              My commission expires:  2-19-92    

State of Texas      )
County of Dallas    )

     The  undersigned notary public does hereby certify that on this 31st
day of May, 1989, personally appeared before me Helen Williams who, being
by   me  first  duly  sworn,  declared  that  she  is  the  secretary  of
Entertainment  Equity Corporation, that she signed the foregoing document
as secretary of the corporation, and that the statements herein contained
are true.

[Notarial Seal]                    Anne G. Thomas               
                              Notary Public in and for the State
                              of Texas
                              My commission expires:  2-19-92

                        ARTICLES OF INCORPORATION
                                    OF
                  DONNY OSMOND ENTERTAINMENT CORPORATION

ARTICLE I:     The  name of the corporation is Donny Osmond Entertainment
               Corporation.

ARTICLE II:    The period of its duration is perpetual.

ARTICLE III:   The  purpose  or  purposes  for  which this corporation is
organized  are  the  transaction of any and all lawful business for which
corporations  may  be  incorporated  under the Texas Business Corporation
Act.

ARTICLE IV:    The  total  number of shares of all classes of stock which
the  corporation  shall  be  authorized  to  issue  is 11,000,000 shares,
divided  into the following:  (i) 1,000,000 shares of preferred stock, of
the  par value of $1.00 per share (hereinafter called "Preferred Stock");
and  (ii) 10,000,000 shares of common stock, of the par value of $.01 per
share (hereinafter called "Common Stock").

     A  description of the respective classes of stock and a statement of
the  designations,  preferences,  limitations and relative rights of such
classes of stock and the limitations on or denial of the voting rights of
the shares of such classes of stock are as follows:
<PAGE>
          A.   PREFERRED STOCK:    1.   Issuance in Series. The Preferred
stock may be divided into and issued in one or more series.  The board of
directors  is hereby vested with authority from time to time to establish
and  designate  such series, and within the limitations prescribed by law
or  set  forth  herein,  to  fix  and  determine  the relative rights and
preferences of the shares of any series so established, but all shares of
Preferred  Stock  shall  be identical except as to the following relative
rights  and  preferences  as  to  which  there  may be variations between
different  series:    (a)  the rate of dividend; (b) the price and at the
terms  and  conditions  on  which  shares may be redeemed; (c) the amount
payable  upon  shares in event of involuntary liquidation; (d) the amount
payable  upon  shares in event of voluntary liquidation; (e) sinking fund
provisions  for  the  redemption or purchase of shares; (f) the terms and
conditions  on which shares may be converted, if the shares of any series
are  issued with the privilege of conversion; and (g) voting rights.  The
board  of  directors  shall  exercise such authority by the adoption of a
resolution as prescribed by law.

               2.   Dividends.        The   holders  of  each  series  of
Preferred  Stock  at  the  time outstanding shall be entitled to receive,
when  and as declared to be payable by the board of directors, out of any
funds  legally  available  for the payment thereof, dividends at the rate
theretofore  affixed  by  the  board  of  directors  for  such  series of
Preferred  Stock  that  have  theretofore  been established, and no more,
payable  quarterly  on the first days of January, April, July and October
in each year.

               3.   Preferred Dividends Cumulative.      Dividends on all
Preferred Stock, regardless of series, shall be cumulative.  No dividends
shall  be  declared  on  shares  of any series of Preferred Stock for any
dividend  period  unless all dividends accumulated for all prior dividend
periods  shall  have  been declared or shall then be declared at the same
time  upon  all  Preferred Stock then outstanding.  No dividends shall be
declared on the shares of any series of Preferred Stock unless a dividend
for the same period shall be declared at the same time upon all Preferred
Stock  outstanding  at the time of such declaration in like proportion to
the  dividend rate then declared.  No dividends shall be declared or paid
on  the  Common  Stock  unless full dividends on all Preferred Stock then
outstanding  for  all  past dividend periods and for the current dividend
period  shall have been declared and the corporation shall have paid such
dividends  or  shall  have  set  apart  a  sum sufficient for the payment
thereof.

               4.   Preference on Liquidation.    In  the  event  of  any
dissolution,  liquidation  or  winding  up  of  the  corporation, whether
voluntary  or  involuntary,  the  holders  of  each  series  of  the then
outstanding Preferred Stock shall be entitled to receive the amount fixed
for  such  purpose  in  the  resolution  or  resolutions  of the board of
directors  establishing  the  respective  series  of Preferred Stock that
might  then be outstanding together with a sum equal to the amount of all
accumulated  and  unpaid  dividends  thereon  at  the dividend rate fixed
therefor  in the aforesaid resolution or resolutions.  After such payment
to such holders of Preferred Stock, the remaining assets and funds of the
corporation shall be distributed pro rata among the holders of the Common
Stock.  A consolidation, merger or reorganization of the corporation with
any  other  corporation or corporations or a sale of all or substantially
all  of  the  assets  of  the  corporation  shall  not  be  considered  a
dissolution,  liquidation  or  winding  up  on the corporation within the
meaning of these provisions.
<PAGE>
               5.   Redemption.        The  whole  or  any  part  of  the
outstanding  Preferred  Stock  or  the  whole  or  any part of any series
thereof  may  be  called  for  redemption and redeemed at any time at the
option  of  the  corporation,  exercisable by the board of directors upon
thirty  (30) days' notice by mail to the holders of such shares as are to
be  redeemed,  by  paying therefor in cash the redemption price fixed for
such  shares  in  the resolution or resolutions of the board of directors
establishing the respective series of which the shares to be redeemed are
a  part  together  with  a sum equal to the amount of all accumulated and
unpaid  dividends  thereon  at  the  dividend  rate fixed therefor in the
aforesaid   resolution   or  resolutions  to  the  date  fixed  for  such
redemption.    The  corporation  may  redeem the whole or any part of the
shares  of  any series, or of several series, without redeeming the whole
or any part of the shares of any other series; provided, however, that if
at  any time less than the whole of the Preferred Stock of any particular
series  then  outstanding  shall be called for redemption, the particular
shares  called for redemption shall be determined by lot or by such other
equitable  method as may be determined by the board of directors.  If, on
the  redemption  date  specified  in any such notice, funds necessary for
such  redemption  shall  have been set aside by the corporation, separate
and  apart from its other funds, in trust for the pro rate benefit of the
h o lders  of  the  Preferred  Stock  so  called  for  redemption,  then,
notwithstanding  that any certificate for shares so called for redemption
shall  not  have  been surrendered for cancellation, the shares so called
for  redemption shall no longer be deemed to be outstanding, the right to
receive  dividends  thereon shall cease to accrue from and after the date
so  fixed,  and  all  rights  of holders of Preferred Stock so called for
redemption  shall  forthwith  after  such  redemption   date   cease  and
terminate, excepting only the right of the holders thereof to receive the
redemption  price  thereof,  but  without  interest;  and  if, before the
redemption  date  specified  in  any  notice  of  the  redemption  of any
Preferred  Stock,  the  corporation  shall deposit with the bank or trust
company  in the City of Dallas, Texas, having a capital and surplus of at
least $50,000,000 according to its last published statement of condition,
in trust to be applied to the redemption of the Preferred Stock so called
for  redemption,  the funds necessary for such redemption, then, from and
after the date of such deposit, the shares so called for redemption shall
no  longer  be  deemed to be outstanding and all rights of holders of the
shares so called for redemption shall cease and terminate, excepting only
the  rights  of  holders thereof to receive the redemption price thereof,
but  without  interest.  Any interest accrued on funds so deposited shall
be  paid  to  the  corporation  from time to time.  In case the holder of
shares  shall  have  been called for the redemption shall not, within six
(6)  years  after  the making of such deposit, claim the amount deposited
with  respect to the redemption of such shares, the bank or trust company
in  which  such  deposit  was  made  shall  upon  demand  pay over to the
corporation  such  unclaimed  amounts  and  thereupon  such bank or trust
company  shall  be  relieved  of all responsibility in respect thereof to
such  holder.    Preferred  Stock  redeemed  or  otherwise retired by the
corporation  shall,  upon the filing of such statement as may be required
by  law,  assume the status of authorized by unissued Preferred Stock and
may  thereafter  be  reissued  in the same manner as other authorized but
unissued  Preferred Stock, except that any shares of any series purchased
or  redeemed pursuant to the requirements of any sinking fund or purchase
fund provided for such series shall not be reissued.
<PAGE>
     B.   COMMON STOCK:  1.   Dividends.     Subject to all the rights of
the  Preferred  Stock  or  any  series thereof, and on the conditions set
forth in Part A of this Article Four or in any resolution of the board of
directors  providing  for  the issuance of any series of Preferred Stock,
the  holders  of  the Common Stock shall be entitled to receive, when, as
and if declared by the Board of Directors, out of funds legally available
therefor, dividends payable in cash, stock or otherwise.

ARTICLE V:     The  corporation  will  not commence business until it has
received fro the issuance of its shares consideration of the value of not
less than $1,000.00.

ARTICLE VI:    No  holder  of  securities  of  the  corporation  shall be
entitled  as a matter of right, preemptive or otherwise, to subscribe for
or purchase any securities of the corporation now or hereafter authorized
to  be  issued,  or  securities  held in the treasury of the corporation,
whether  issued  or sold for cash or other consideration or as a dividend
or  otherwise.    Any such securities may be issued or disposed of by the
board of directors to such persons and on such terms as in its discretion
it shall deem advisable.

ARTICLE VII:   If with respect to any action taken by the shareholders of
the  corporation,  any  provision  of  the Texas Business Corporation Act
would,  but  for this Article VII, require the vote or concurrence of the
holders of shares having more than a majority of the votes entitled to be
cast  thereon, or of any class or series thereof, the vote or concurrence
of  the holders of shares having only a majority of the votes entitled to
be  cast  thereon,  or  of any class or series thereof, shall be required
with respect to any such action.

ARTICLE VIII:  At  each election for directors every shareholder entitled
to  vote  at  such election shall have the right to vote, in person or by
proxy, the number of shares owned by him for as many persons as there are
directors  to  be  elected and for whose election he has a right to vote.
It  is  expressly prohibited for any shareholder to cumulate his votes in
any election of directors.

ARTICLE IX:      The  corporation,  without  vote  of  shareholders,  may
purchase,  directly  or  indirectly,  its own shares to the extent of the
aggregate  of  unrestricted  capital   surplus  available   therefor  and
unrestricted reduction surplus available therefor.

ARTICLE X:     The  address of its registered office is 5001 LBJ Freeway,
Suite  912,  Dallas, Texas 75234, and the name of its registered agent at
such address is Patrick A. Custer.

ARTICLE XI:    The  number  of  initial  directors  is three (3), and the
names and addresses of the directors are:

          NAME                ADDRESS
     Donald C. Osmond         1420 East 800 North
                              Orem, Utah 84059

     William L. Waite III     1420 East 800 North
                              Orem, Utah 84059

     Patrick A. Custer        5001 LBJ Freeway, Suite 912
                              Dallas, Texas 75234
<PAGE>
ARTICLE XII:   The  name  and  address  of the incorporator is Cynthia A.
Smith,  5400  Allied  Bank  Plaza,  1000 Louisiana Street, Houston, Texas
77002.

                              Cynthia A. Smith                   
                              Cynthia A. Smith

     SWORN  TO  ON  THIS  12th  day  of  July,  1984,  by the above-named
incorporator.

                                  Susan Powers                  
                              Notary Public in and for
                              the State of T E X A S

My commission expires:

    May 20, 1985