<PAGE>
                                 BY-LAWS
                                   OF
                    CURTIS MATHES HOLDING CORPORATION

                                CONTENTS                       Page

ARTICLE I:          Principal Office

               1.1  Principal Office. . . . . . . . . . . .     1
               1.2  Other Offices. . . . . . . . . . . .        1

ARTICLE II:         Shareholders

               2.1  Place of Meeting. . . . . . . . . . .       1
               2.2  Annual Meeting . . . . . . . . .            1
               2.3  Special Meeting. . . . . . . . . . . .      1
               2.4  Notice. . . . . . . . . . . . . . .         2
               2.5  Quorum. . . . . . . . . . . . . .           2
               2.6  Majority Vote. . . . . . . . . . . .        2
               2.7  Method of Vote. . . . . . . . . . . .       2
               2.8  Voting by Ballot. . . . . . . . . . . .     3
               2.9  Action Without Meeting . . . . . . . .      3
               2.10 Telephone Meetings. . . . . . . . . .       3

ARTICLE III:        Directors

               3.1  Management, Number, Qualification, Election
                    And Term   . . . . . . . . . . . . .        3
               3.2  Vacancies . . . . . . . . . . . . . .       4
               3.3  Change in Number. . . . . . . . . .         4
               3.4  Removal    . . . . . . . . . . . . . .      4
               3.5  Meeting    . . . . . . . . . . . . . . .    4
               3.6  First Meetings . . . . . . . . . . .        4
               3.7  Regular Meetings. . . . . . . . . . .       5
               3.8  Special Meetings. . . . . . . . . . . .     5
               3.9  Attendance . . . . . . . . . . . . . .      5
               3.10 Majority Vote and Quorum . . . . . .        5
               3.11 Committees . . . . . . . . . . . . .        6
               3.12 Action Without Meeting . . . . . . . .      6
               3.13 Compensation. . . . . . . . . . . . . . . . 6
               3.14 Telephone Meetings. . . . . . . . . . . . . 6

ARTICLE IV:         Notices

               4.1  Method. . . . . . . . . . . . . . . . . . . 7
               4.2  Waiver. . . . . . . . . . . . . . . . . . . 7

ARTICLE V:          Officers

               5.1  Number, Qualification, Election and Term. . 7
               5.2  Appointment. . . . . . . . . . . . . . . .  7
               5.3  Salaries. . . . . . . . . . . . . . . . . . 8
               5.4  Vacancy. . . . . . . . . . . . . . . . . .  8
               5.5  Resignation. . . . . . . . . . . . . . . . .8
               5.6  Chairman of the Board. . . . . . . . . . . .8
               5.7  President. . . . . . . . . . . . . . . . . .8
               5.8  Vice President. . . . . . . . . . . . . . . 9
               5.9  Secretary and Assistant Secretary. . . . . .9
               5.10 Assistant Secretary's Duties. . . . . . . . 9
<PAGE>
               5.11 Treasurer and Assistant Treasurer. . . . . .10
               5.12 Duties. . . . . . . . . . . . . . . . . . . 10
               5.13 Performance Bonds. . . . . . . . . . . . . .10
               5.14 Assistant Treasurer's Duties. . . . . . . . 10

ARTICLE VI:         Certificates and Shareholders

               6.1  Issuance and Payment for Shares. . . . . . .10
               6.2  Certificates Representing Shares. . . . . . 11
               6.3  Signatures. . . . . . . . . . . . . . . . . 11
               6.4  Lost Certificates. . . . . . . . . . . . . .11
               6.5  Issuance. . . . . . . . . . . . . . . . . . 12
               6.6  Closing of Transfer Books. . . . . . . . .  12
               6.7  Registered Shareholders. . . . . . . . . .  13
               6.8  List of Shareholders. . . . . . . . . . . . 13
               6.9  Transfer Agents and Registrars. . . . . . . 13
               6.10 Restrictions on Transfer. . . . . . . . . . 14

ARTICLE VII:   General Provisions

               7.1  Dividends. . . . . . . . . . . . . . . . . .14
               7.2  Reserve Fund. . . . . . . . . . . . . . . . 14
               7.3  Checks. . . . . . . . . . . . . . . . . . . 14
               7.4  Fiscal Year. . . . . . . . . . . . . . . . .15
               7.5  Seal. . . . . . . . . . . . . . . . . . . . 15
               7.6  Books and Records. . . . . . . . . . . . . .15

ARTICLE VIII:  Amendments. . . . . . . . . . . . . . . . . . . .15

ARTICLE IX:         Indemnification of Directors and Officers

               9.1  General Provision. . . . . . . . . . . . . .16
               9.2  Exception. . . . . . . . . . . . . . . . . .16
               9.3  Majority Vote. . . . . . . . . . . . . . . .16
               9.4  Reasonable Expenses. . . . . . . . . . . . .17
               9.5  Suit for Indemnification. . . . . . . . . . 17
               9.6  Court Order. . . . . . . . . . . . . . . . .18
               9.7  Prerequisite to Reimbursement. . . . . . . .18
               9.8  Witness Expenses. . . . . . . . . . . . . . 18
               9.9  Insurance. . . . . . . . . . . . . . . . . .19
               9.10 Report to Shareholders. . . . . . . . . . . 19

ARTICLE X:     Interest of Directors, Officers and Shareholders.19

               Amendment to Article X of the By-Laws. . . . . . 20
<PAGE>
                    CURTIS MATHES HOLDING CORPORATION
                                 BY-LAWS
                                ARTICLE I
                                 OFFICES
1.1  The principal office of the corporation shall be located in Dallas,
     Texas.

1.2  The corporation may also have offices at such other places both
within and without the State of Texas as the board of directors may  from
time to time determine or the business of the corporation may require.

                               ARTICLE II
                        MEETINGS OF SHAREHOLDERS

2.1  Meetings of shareholders for any purpose may be held at such time
and  place within or without the State of Texas as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

2.2  The annual meeting of shareholders shall be held annually at such
date  and  time as shall be designated from time to time by the board  of
directors and stated in the notice of meeting.

2.3  Special meetings of the shareholders for any purpose or purposes
may be called by the president and shall be called by the president or
secretary at the request in writing of a majority of the board of
directors or at the request in writing of shareholders owning ten percent
(10%) of all the shares entitled to vote at the meetings.  A request for
a special meeting shall state the purpose or purposes of the proposed
meeting, and business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.

2.4  Written notice stating the place, day and hour of the meeting and,
in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more
than fifty (50) days before the date of the meeting, either personally or
by mail, by or at the direction of the president, the secretary, or the
officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting.

2.5  The holders of a majority of the shares issued and outstanding
and entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise, provided by statute or by
the articles of incorporation.  If, however, a quorum shall not be
present or represented at any meeting of the shareholders, the
shareholders 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, provided a
quorum shall be present or represented thereat, any business may be
transacted which might have been transacted if the meeting had been held
in accordance with the original notice thereof.

2.6  If a quorum is present at any meeting, the vote of the holders of a
majority of the shares entitled to vote, present in person or represented
by proxy, shall decide any question brought before such meeting, unless
the question is one upon which a different vote is required by law or by
the articles of incorporation.
<PAGE>
2.7  Each outstanding share having voting power shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders.  A
shareholder may vote either in person or by proxy executed in writing by
the shareholder or by his duly authorized attorney-in-fact.

2.8  Unless otherwise provided by the board of directors, no vote on any
question before the shareholders' meeting need be by ballot unless the
Chairman of the meeting shall determine that it shall be by ballot or the
holders of a majority of the shares of stock present in person or by
proxy and entitled to participate in such vote shall so demand.  In a
vote by ballot, each ballot shall state the number of shares voted in the
name of the shareholder proxy voting.  All votes by ballot at any meeting
of shareholders shall be conducted by two judges (who need not be
shareholders) who shall, except as otherwise provided by law, be
appointed for that purpose by the Chairman of the meeting.  The judges
shall decide on the qualifications of votes, count the votes and declare
the results.  The order of business at all meetings of shareholders shall
be as determined by the Chairman of the meeting or as may otherwise be
determined by the vote of the holders of the majority of the shares of
stock present in person or represented by proxy and entitled to vote at
the meeting.

2.9  Any action required or which may be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all the
shareholders entitled to vote with respect to the subject matter thereof.

2.10 Subject to the provisions of the Texas Business Corporation Act,
shareholders may participate in and hold a shareholders' meeting by means
of a conference telephone where all persons participating in the meeting
can hear each other and participation by such means shall constitute
presence in person at such meeting. 
                               ARTICLE III
                                DIRECTORS

3.1  The business and affairs of the corporation shall be managed by a
board  of directors.  The number of directors which shall constitute  the
whole board of directors shall be not less than one (1).  Such number  of
directors  shall  from  time  to time be  fixed  and  determined  by  the
directors  and  shall  be  set forth in the  notice  of  any  meeting  of
shareholders  held for the purpose of electing directors.  The  directors
shall  be  elected  at  the  annual meeting of  shareholders,  except  as
provided  in  Section  3.2 below, and each director  elected  shall  hold
office  until  his  successor shall be elected and qualified.   Directors
need not be residents of Texas or shareholders of the corporation.

3.2  Any vacancy occurring in the board of directors may be filled by a
majority of the remaining directors, if any, though less than a quorum of
the board of directors.  If a vacancy occurs in the board of directors,
and no other directors exist to elect someone to fill such vacancy, such
vacancy shall be filled by election at a special meeting of shareholders.
A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office.

3.3  The number of directors may be increased or decreased from time to
time as provided in these by-laws, but no decrease shall have the effect
of shortening the term of any incumbent director.  Any directorship to be
filled by reason of an increase in the number of directors shall be
filled by election at an annual or special meeting of shareholders.
<PAGE>
3.4  Any director may be removed either for or without cause at any
special meeting of shareholders duly called and held for such purpose.

                   MEETINGS OF THE BOARD OF DIRECTORS

3.5  Meetings of the board of directors, regular or special, may be
held either within or without the State of Texas.

3.6  The first meeting of each newly elected board of directors shall be
held  at  such  time  and place as shall be fixed  by  the  vote  of  the
shareholders  at the annual meeting, 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.  In the event
that  the  shareholders  fail to fix the time and  place  of  such  first
meeting, it shall be held without notice immediately following the annual
meeting  of shareholders, and at the same place, unless by the  unanimous
consent  of  the directors then elected and serving such  time  or  place
shall be changed.

3.7  Regular meetings of the board of directors may be held upon such
notice, or without notice, and at such time and at such place as shall
from time to time be determined by the board.

3.8  Special meetings of the board of directors may be called by the
chairman of the board of directors or the president and shall be called
by the secretary on the written request of two (2) directors.  Notice of
each special meeting of the board of directors shall be given to each
director at least ten (10) days before the date of the meeting.

3.9  Attendance of a director at any meeting shall constitute a waiver of
notice  of such meeting, except where a director attends for the  express
purpose  of  objecting to the transaction of any business on  the  ground
that  the meeting is not lawfully called or convened.  Except as  may  be
otherwise provided by law or by the articles of incorporation or  by  the
by-laws,  neither the business to be transacted at, nor the  purpose  of,
any  regular  or  special  meeting of the  board  of  directors  need  be
specified in the notice or waiver of notice of such meeting.

3.10  At  all meetings of the board of directors a majority  of  the
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,  unless
otherwise specifically provided by law, the articles of incorporation  or
the  by-laws.   If  a  quorum  shall not be present  at  any  meeting  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.

3.11 The board of directors, by resolution passed by a majority of the
full board, may from time to time designate a member or members of the
board to constitute committees, including an executive committee, which
committees shall in each case consist of one or more directors and shall
have and may exercise such powers as the board may determine and specify
in the respective resolutions appointing them.  A majority of all the
members of any such committee may determine its actions and fix the time
and place of its meetings, unless the board of directors shall otherwise
provide.  The board of directors shall have power at any time to change
the number, subject as aforesaid, and members of any such committee, to
fill vacancies and to dissolve any such committee.
<PAGE>
3.12 Any action required or permitted to be taken at a meeting of the
board of directors or any committee may be taken without a meeting if a
consent in writing, setting forth the action so taken, is signed by all
the members of the board of directors or committee, as the case may be.

3.13 By resolution of the board of directors, 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.

3.14 Subject to the provisions of the Texas Business Corporation Act,
directors may participate in and hold a director's or executive committee
meeting by means of a conference telephone where all persons
participating in the meeting can hear each other, and participation by
such means shall constitute presence in person at such meeting.

                               ARTICLE IV
                                 NOTICES

4.1  Any notice to directors or shareholders shall be in writing and
shall  be delivered personally or mailed to the directors or shareholders
at  their respective 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 deposited in the United States mail, postage prepaid.  Notice to
directors may also be given by telegram.

4.2  Whenever any notice is required to be given under the provisions of
the statutes or of the articles of incorporation or of these by-laws, a
waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.

                                ARTICLE V
                                OFFICERS

5.1  The officers of the corporation shall be elected by the board of
directors and shall consist of a president, a vice president, a secretary
and a treasurer.  The board of directors may also elect a chairman of the
board,  an  assistant president, additional vice presidents, and  one  or
more assistant secretaries and assistant treasurers.  Two or more offices
may be held by the same person.  Officers of the corporation need not  be
a member of the board of directors.

5.2  The board of directors may appoint such other officers and assistant
officers  and  agents as it shall deem necessary, who  shall  hold  their
offices  for  such terms and shall have such authority and exercise  such
powers  and perform such duties as shall be determined from time to  time
by the board by resolution not inconsistent with these by-laws.

5.3  The salaries of all officers and agents of the corporation shall be
fixed by the board of directors.

5.4  The officers of the corporation shall hold office until their
successors are elected or appointed and qualified, or until their death
or until their resignation or removal from office.  Any officer elected
or appointed by the board of directors may be removed at any time by the
board, but such removal shall be without prejudice to the contract
<PAGE>
rights, if any, of the person so removed.  Election or appointment of an
officer or agent shall not of itself create contract rights.  Any vacancy
occurring in any office of the corporation by death, resignation, removal
or otherwise shall be filled by the board of directors.

5.5  Any officer may resign at any time by giving written notice to the
board of directors or to the president, vice president or secretary.
Such resignation shall take effect at the time specified therein, and,
unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

                        THE CHAIRMAN OF THE BOARD

5.6  The chairman of the board, if one be elected, shall preside at all
meetings  of the board of directors and shall have such other powers  and
duties  as  may from time to time be prescribed by the board of directors
upon written directions given to him pursuant to resolutions duly adopted
by the board of directors.
                              THE PRESIDENT

5.7  Unless the board of directors determines otherwise, the president
shall  be  the  chief  executive officer of the corporation,  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.   He  shall  preside  at  all  meetings   of   the
shareholders.  In the event the chief executive officer is other than the
president, then the president shall be the chief operating officer of the
corporation.
                           THE VICE PRESIDENT

5.8   The  vice  presidents in the order of their seniority,  unless
otherwise determined by the board of directors, shall, in the absence  or
disability  of  the president, perform the duties and have the  authority
and  exercise the powers of the president.  They shall perform such other
duties and have such other authority and powers as the board of directors
may  from  time to time prescribe or as the president may  time  to  time
delegate.
                 THE SECRETARY AND ASSISTANT SECRETARIES

5.9  The secretary shall attend all meetings of the board of directors
and all meetings of shareholders and record all of the proceedings of the
meetings  of the board of directors and of the shareholders in  a  minute
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 shareholders and special meetings  of  the
board  of  directors  and  shall perform such  other  duties  as  may  be
prescribed  by  the  board  of directors or the  president,  under  whose
supervision  he  shall  be.   He shall have custody  of  a  seal  of  the
corporation if one is utilized.

5.10 The assistant secretaries in the order of their seniority, unless
otherwise 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.  They shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe or
as the president may from time to time delegate.
<PAGE>
                 THE TREASURER AND ASSISTANT TREASURERS

5.11   The  treasurer shall have custody of the corporate funds  and
securities  and  shall  keep full and accurate accounts  and  records  of
receipts, disbursements and other transactions 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.

5.12 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 the president and the board of directors,
at its regular meetings, or when the president or board of directors so
requires, an account of all his transactions as treasurer and of the
financial condition of the corporation.

5.13 If required by the board of directors, the treasurer shall give the
corporation a bond of such type, character and amount as the board of
directors may require.

5.14 The assistant treasurers in the order of their seniority, unless
otherwise 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.  They shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe or
the president may from time to time delegate.

                               ARTICLE VI
                      CERTIFICATES AND SHAREHOLDERS

6.1  The consideration paid for the issuance of shares shall consist of
money paid, labor done, or property actually received.  Shares may not be
issued  until the full amount of the consideration, fixed as provided  by
law, has been paid.  When such consideration shall have been paid to  the
corporation  or to a corporation of which all the outstanding  shares  of
each  class are owned by the corporation, the shares shall be  deemed  to
have  been issued and the subscriber or shareholders entitled to  receive
such  issue shall be a shareholder with respect to such shares,  and  the
shares shall be considered fully paid and non-assessable.

                    CERTIFICATES REPRESENTING SHARES

6.2  The shares of the corporation shall be represented by certificates
signed  by  the  president or a vice president and the  secretary  or  an
assistant secretary of the corporation, and may be sealed with  the  seal
of the corporation or a facsimile thereof.

6.3  The signatures of the president or vice president and the secretary
or assistant secretary upon a certificate may be facsimiles if the
certificate is countersigned by a transfer agent, or registered by a
registrar, other than the corporation itself or an employee of the
corporation.  In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date
of its issue.
<PAGE>
                            LOST CERTIFICATES

6.4   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  or destroyed.  When authorizing such  issue  of  a  new
certificate, the board of directors, in its discretion and as a condition
precedent  to  the  issuance  thereof,  may  prescribe  such  terms   and
conditions as it deems expedient and may require such indemnities  as  it
deems adequate to protect the corporation from any claim that may be made
against it with respect to any such certificate alleged to have been lost
or destroyed.

6.5  Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled
thereto and the old certificate cancelled and the transaction recorded
upon the books of the corporation.

                        CLOSING OF TRANSFER BOOKS

6.6  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 may provide that the stock transfer books shall be closed for a
stated  period but not to exceed, in any case, fifty days.  If the  stock
transfer   books   shall  be  closed  for  the  purpose  of   determining
shareholders  entitled  to  notice  of  or  to  vote  at  a  meeting   of
shareholders,  such  books  shall  be  closed  for  at  least  ten   days
immediately  preceding  such  meeting.  In  lieu  of  closing  the  stock
transfer books, the board of directors 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 fifty days and, in case  of  a  meeting  of
shareholders,  not  less than ten days prior to the  date  on  which  the
particular action, requiring such determination of shareholders, is to be
taken.  If the stock transfer books are not closed and no record date  is
fixed  for the determination of shareholders entitled to notice of or  to
vote  at  a meeting of shareholders, or shareholders entitled to  receive
payment of a dividend, the date on which notice of the meeting is  mailed
or  the  date on which the resolution of the board of directors declaring
such  dividend is adopted, as the case may be, shall be the  record  date
for  such  determination  of  shareholders.   When  a  determination   of
shareholders  entitled  to vote at any meeting of shareholders  has  been
made as provided in this section, such determination shall be applied  to
any  adjournment  thereof except where the determination  has  been  made
through the closing of the stock transfer books and the stated period  of
closing has expired.
                         REGISTERED SHAREHOLDERS

6.7  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 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 laws of Texas.
<PAGE>
                          LIST OF SHAREHOLDERS

6.8  The officer or agent having charge of the transfer books for shares
shall  make,  at  least ten days before each meeting of  shareholders,  a
complete  list  of  the shareholders entitled to vote  at  such  meeting,
arranged  in alphabetical order, with the address of each and the  number
of  shares  held by each, which list, for a period of ten days  prior  to
such  meeting,  shall  be kept on file at the registered  office  of  the
corporation 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.
The original share ledger or transfer book, or a duplicate thereof, shall
be  prima  facie  evidence  as to who are the  shareholders  entitled  to
examine  such  list or share ledger or transfer book or to  vote  at  any
meeting of the shareholders.

                     TRANSFER AGENTS AND REGISTRARS

6.9   The board of directors may appoint one or more transfer agents
and/or one or more registrars, and may require all certificates of  stock
to bear the signatures of any of them.

                        RESTRICTIONS ON TRANSFER

6.10 Subject to the provisions of the Texas Business Corporation Act, the
corporation may enter into stock purchase agreements or other  agreements
containing  restrictions on transfer of shares with  any  shareholder  or
shareholders  as  from  time  to  time may  seem  appropriate;  provided,
however,  that before a restriction on transfer of shares may be  imposed
the  requirements  of  Articles  2.21 and  2.22  of  the  Texas  Business
Corporation Act must be met.
                               ARTICLE VII
                           GENERAL PROVISIONS
                                DIVIDENDS

7.1  Subject to the provisions of the articles of incorporation relating
thereto, if any, dividends may be declared by the board of directors,  in
its  discretion,  at  any regular or special meeting,  pursuant  to  law.
Dividends  may  be paid in cash, in property or in the corporation's  own
shares, subject to any provisions of the articles of incorporation.

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 fund for meeting 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.

                                 CHECKS

7.3   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.
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                               FISCAL YEAR

7.4  The fiscal year of the corporation shall be fixed by resolution of
the board of directors.
                                  SEAL

7.5  The corporation may have a corporate seal, to be in such form as
prescribed by the board of directors.  The seal may be used by causing it
or  a  facsimile  thereof to be impressed or affixed  or  in  any  manner
reproduced,  provided,  that affixing the seal to documents  executed  on
behalf of the corporation shall not be required.

                            BOOKS AND RECORDS

7.6  The corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its shareholders and
board  of directors, and shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a
record  of  its  shareholders, giving the  names  and  addresses  of  all
shareholders and the number and class of the shares held by each.

                              ARTICLE VIII
                               AMENDMENTS

     The Bylaws may be altered, amended, or repealed or new Bylaws may be
adopted  by a majority of the whole board of directors at any regular  or
special  meeting.  Any future alteration, amendment, or repeal  of  these
Bylaws, which serves to reduce or eliminate any benefit afforded by these
Bylaws  to  any  director, officer, employee or agent of the  Corporation
shall  operate prospectively only and shall not affect any  such  benefit
that   may  have  accrued  to  such  person  before  such  amendment   is
implemented.
                               ARTICLE IX
                INDEMNIFICATION OF DIRECTORS AND OFFICERS

9.1  Any person named or threatened to be named a defendant or respondent
in  any  threatened, pending or completed action, suit or  proceeding  by
reason  of  the fact that he is or was a director, officer,  employee  or
agent  of the corporation, or of any other enterprise which he served  as
director, officer, employee, agent or similar functionary at the  request
of the corporation while such person was a director, officer, employee or
agent of the corporation, shall be indemnified by the corporation only if
it  is  determined that such person: (a) conducted himself in good faith;
(b)  reasonably  believed that his conduct was in the corporation's  best
interest in the case of conduct in his official capacity; or in all other
cases,  that  his  conduct was at least not opposed to the  corporation's
best interest; and (c) had no reasonable cause to believe his conduct was
unlawful  in the case of any criminal proceeding.  The termination  of  a
proceeding  by judgment, order, settlement, conviction or  plea  of  nolo
contendere  or  its  equivalent is not of itself determinative  that  the
person did not meet the conduct requirements set forth above.

9.2  A director, officer, employee or agent of the corporation may not be
indemnified under Section 9.1 for obligations resulting from a
proceeding; (a) in which such person is found liable on the basis that
personal benefit was improperly received by him, whether or not the
benefit resulted from an action taken in such person's official capacity;
or (b) in which such person is found to be liable to the corporation.
<PAGE>
9.3  The determination that indemnification under Section 9.1 is
permissible shall be made; (a) by a majority vote of a quorum consisting
of directors who at the time of the vote are not named defendants or
respondents in the proceeding; (b) if such a quorum cannot be obtained,
by a majority vote of a committee of the Board of Directors, designated
to act in the matter by a majority vote of all directors, consisting
solely of two or more directors who at the time of the vote are not named
defendants or respondents in the proceeding; (c) by special legal counsel
selected by the Board of Directors or a committee of the Board of
Directors by vote as set forth in (a) or (b) above, of if such quorum
cannot be obtained and such a committee cannot be established, by a
majority vote of all directors; or (d) by the shareholders in a vote that
excludes the shares held by directors who are named defendants or
respondents in the proceeding.

9.4  The corporation shall indemnify a director, officer, employee or
agent of the corporation under Section 9.1 against judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable
expenses actually incurred by such person in connection with the
proceeding; provided that if the proceeding was brought by or in behalf
of the corporation, the indemnification shall be limited to reasonable
expenses actually incurred by such person in connection with the
proceeding.  Determination as to reasonableness of expenses shall be made
in the same manner as to the determination that indemnification is
permissible; provided that if the determination that indemnification is
permissible is made by special legal counsel, determination as to
reasonableness of expenses shall be made in the manner specified by (c)
of Section 9.3 for the selection of special legal counsel.

9.5  The corporation shall indemnify any director, officer, employee or
agent of the Corporation against reasonable expenses incurred by him in
connection with a proceeding in which he is a party because he is a
director, officer, employee or agent of the corporation if he has been
wholly successful, on the merits or otherwise, in the defense of the
proceeding.  If, in a suit for such indemnification, a court of competent
jurisdiction determines that such director, officer, employee or agent of
the corporation is entitled to indemnification under this Section 9.5,
the corporation shall indemnify such person as the court shall order and
also shall reimburse such person for expenses incurred in securing such
indemnification as the court shall award.

9.6  If a court of competent jurisdiction determines that a director,
officer, employee or agent of the corporation is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances,
whether or not he has met the conduct requirements set forth in Section
9.1 or has been adjudged liable in the circumstances described in Section
9.2, the corporation shall indemnify such person as such court determines
is proper and equitable; provided that such court shall have limited such
indemnification to reasonable expenses if the proceeding is brought by or
in behalf of the corporation or if such person is found liable on the
basis that personal benefit was improperly received by him, whether or
not the benefit resulted from an action taken in such person's official
capacity.

9.7  Reasonable expenses incurred in connection with a proceeding by a
director, officer, employee or agent of the corporation who was, is or is
threatened to be made a named defendant or respondent in a proceeding
shall be promptly paid or reimbursed by the corporation after the
corporation has received a written affirmation by such person of such
<PAGE>
person's good faith belief that such person has met the conduct
requirements set forth in Section 9.1 and a written undertaking by or on
behalf of such person to repay the amount paid or reimbursed if it is
ultimately determined that such person has not met those requirements.
Such undertaking shall be an unlimited general obligation of such
director, officer, employee or agent, but such undertaking need not be
secured and may be accepted by the corporation without reference to such
person's ability to make repayment.

9.8  The corporation shall pay or reimburse expenses incurred by a
director, officer, employee or agent of the corporation in connection
with his appearance as a witness or other participation in a proceeding
at a time when he is not a named defendant or respondent in the
proceeding.

9.9  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 who is or was serving at the request of the corporation
as a director, officer, employee, agent or similar functionary of any
other enterprise, against any liability asserted against him and incurred
by him in such capacity or arising out of his status as such a person,
whether or not the corporation would have the power to indemnify him
against that liability under this Article IX.

9.10 Any indemnification of or advance of expenses to a director,
officer, employee or agent of the corporation in accordance with this
Article IX shall be reported in writing to the shareholders of the
corporation with or before the notice or waiver of notice of the next
shareholders' meeting or with or before the next submission to
shareholders of a unanimous consent to action without a meeting pursuant
to Section 2.9 and, in any case, within the twelve-month period
immediately following the date of the indemnification or advance.

                                ARTICLE X
            INTEREST OF DIRECTORS, OFFICERS AND SHAREHOLDERS

The  corporation may enter into contracts or transact business with
one  or  more  of its directors, officers or shareholders,  or  with  any
corporation,  firm  or  association in which  any  of  its  directors  or
officers  are  shareholders, directors, officers  or  employees,  or  are
otherwise interested; and no such contract or other transaction shall  be
void  or  voidable or otherwise affected by reason of such  ownership  or
directorship or office in such corporation or such interest in such other
firm,  corporation or association, notwithstanding that the vote of  such
director  or  directors shall have been necessary to authorize,  approve,
ratify  or  otherwise  obligate the corporation  upon  such  contract  or
transaction; provided, however, that the fact of such interest  shall  be
fully disclosed or otherwise known to the board of directors at a meeting
of  the  board  of  directors which acts upon or  in  reference  to  such
contract or transaction.
<PAGE>
                  AMENDMENT TO ARTICLE X OF THE BY-LAWS

The area of business interest of the Company is all aspects of  the
entertainment business excluding personal appearances, acting,  recording
or  similar opportunities by the officers or directors, including  Donald
C.  Osmond,  in their capacity as a performing artist or entertainer  and
excluding  film,  video  and live event production  services  offered  by
Nightstar, Inc. for hire.  All business opportunities within such area of
business  interest which come to the attention of any officer or employee
of  the  Company  must  be disclosed promptly to  the  Company  and  made
available to the Company.  All business opportunities within such area of
business  interest  which come to the attention of any  director  of  the
Company, who is not also a paid officer or employee of the Company, as  a
result of their position as a director of the Company, shall be disclosed
promptly to the Company and made available to the Company.  The Board  of
Directors  may reject any business opportunity presented to the  Company,
and  the  officer  or  director of the Company  who  made  such  business
opportunity  available  to  the  Company  may  thereafter  avail  himself
(herself) of such opportunity.  Further, any officer or director  of  the
Company  who  has  engaged  in  a specific business  project  within  the
Company's  area of business interest prior to the date such person  first
becomes  an  officer and/or director of the Company,  shall  be  free  to
continue  to  engage in such specific business project if  such  business
project is disclosed to the Company before such person joins the Company.
The   person  presenting  a  business  opportunity  to  the  Company  for
acceptance  or  rejection shall, if he is a director of the  Company,  be
prohibited from voting as a director of the Company on such acceptance or
rejection.  The provisions of this resolution shall also be applicable to
"Affiliates" of officers and directors of the Company to the same  extent
as  such provisions are applicable to such officer and/or director.   For
purposes  of this resolution, the term "Person" shall mean an individual,
corporation,  association, partnership, or other entity.  Notwithstanding
anything   to  the  contrary  provided  in  the  Company's  Articles   of
Incorporation or By-Laws as now or hereinafter in effect, this portion of
Article X of  the By-Laws may not be deleted, changed or amended  in  the
future  without the unanimous approval of those persons who are directors
of the Company at the time of such proposed deletion, amendment or change
and  the  vote  or concurrence of the holders of shares  of  the  Company
having a majority of the votes entitled to be cast thereon.  All Articles
of the By-Laws except Article X may be amended, altered or changed by the
Board of Directors without shareholder approval.