AMENDED AND RESTATED

                                   B Y L A W S

                                      of

                                JONES NAUGHTON
                               ENTERTAINMENT , INC.

                            a Colorado Corporation

<PAGE>

                               TABLE OF CONTENTS

ARTICLE I - CORPORATE OFFICES . . . . . . . . . . . . . . . . 1
1.01 Principal Office . . . . . . . . . . . . . . . . . . . . 1
1.02 Other Offices  . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II -- SHAREHOLDERS  . . . . . . . . . . . . . . . . . 1
2.01 Annual Meeting . . . . . . . . . . . . . . . . . . . . . 1
2.02 Special Meetings . . . . . . . . . . . . . . . . . . . . 1
2.03 Place of Meetings  . . . . . . . . . . . . . . . . . . . 2
2.04 Notice of Meetings . . . . . . . . . . . . . . . . . . . 2
2.05 Closing of Stock Transfer Books  . . . . . . . . . . . . 2
2.06 Record Date for Determination of Shareholders  . . . . . 2
2.07 Voting List  . . . . . . . . . . . . . . . . . . . . . . 3
2.08 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.09 Proxies  . . . . . . . . . . . . . . . . . . . . . . . . 3
2.10 Voting Shares  . . . . . . . . . . . . . . . . . . . . . 4
2.11 Voting of Shares by Certain Holders  . . . . . . . . . . 4
2.12 Advance Notice for Shareholder Nominations
     of Directors and Proposals . . . . . . . . . . . . . . . 4
2.13 Examination by Shareholders of Books and Records . . . . 5

ARTICLE III -- B0ARD OF DIRECTORS  . . . . . . . . . . . . .  6
3.01 General Powers . . . . . . . . . . . . . . . . . . . . . 6
3.02 Number of Directors and Qualification  . . . . . . . . . 6
3.03 Election and Term of Office . . . . . . . . . . . . . . .6
3.04 Regular Meetings . . . . . . . . . . . . . . . . . . . . 6
3.05 Special Meetings . . . . . . . . . . . . . . . . . . . . 6
3.06 Notice . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.07 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.08 Manner of Acting . . . . . . . . . . . . . . . . . . . . 7
3.09 Vacancies and Newly Created Directorships  . . . . . . . 7
3.10 Committees . . . . . . . . . . . . . . . . . . . . . . . 7
3.11 Fees and Compensation  . . . . . . . . . . . . . . . . . 8
3.12 Presumption of Assent  . . . . . . . . . . . . . . . . . 8
3-13 Resignations . . . . . . . . . . . . . . . . . . . . . . 8
3.14 Action by Written Consent  . . . . . . . . . . . . . . . 8
3.15 Meetings by Telephone Conference Call  . . . . . . . . . 9
3.16 Removal of Directors . . . . . . . . . . . . . . . . . . 9
3.17 Loans to Directors, Officers, and Others  . . . . . . . .9

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                               TABLE OF CONTENTS - CONT'D

ARTICLE TV -- COMMITTEES OF DIRECTORS . . . . . . . . .9
4.01 How Constituted  . . . . . . . . . . . . . . . . .9
4.02 Powers . . . . . . . . . . . . . . . . . . . . . .9
4.03 Proceedings  . . . . . . . . . . . . . . . . . . .9
4.04 Quorum and Manner of Acting  . . . . . . . . . . 10
4.05 Meetings by Telephone Conference Call, Consent . 10
4-06 Resignations . . . . . . . . . . . . . . . . . . 10
4.07 Removal  . . . . . . . . . . . . . . . . . . . . 10
4.08 Vacancies  . . . . . . . . . . . . . . . . . . . 10
4.09 Compensation . . . . . . . . . . . . . . . . . . 11

ARTICLE V -- OFFICERS . . . . . . . . . . . . . . . . 11
5.01 Officers . . . . . . . . . . . . . . . . . . . . 11
5.02 Election, Term of Office and Qualification . . . 11
5.03 Resignations . . . . . . . . . . . . . . . . . . 11
5.04 Removal  . . . . . . . . . . . . . . . . . . . . 11
5.05 Vacancies and Newly Created Offices  . . . . . . 12
5.06 Chairman of the Board . . . . . . . . . . . . .  12
5.07 President . . . . . . . . . . . . . . . . . . .  12
5-08 Vice-Presidents . . . . . . . . . . . . . . . .  12
5.09 Secretary  . . . . . . . . . . . . . . . . . . . 12
5.10 Treasurer . . . . . . . . . . . . . . . . . . .  13
5.11 Assistant Secretaries and Treasurers . . . . . . 13
5.12 Salaries . . . . . . . . . . . . . . . . . . . . 14
5.13 Surety Bonds . . . . . . . . . . . . . . . . . . 14

ARTICLE VI - EXECUTION OF INSTRUMENTS, 13ORROWING OF
MONEY AND DEPOSIT OF CORPORATE FUNDS . . . . . . . .  14
6.01 Instruments . . . . . . . . . . . . . . . . . .  14
6.02 Loans . . . . . . . . . . . . . . . . . . . . .  14
6.03 Deposits . . . . . . . . . . . . . . . . . . .   14
6.04 Checks, Drafts, etc . . . . . . . . . . . . . .  15
6.05 Bonds and Debentures  . . . . . . . . . . . . .  15
6.06 Sale, Transfer, etc., of Securities . . . . . .  15
6.07 Proxies . . . . . . . . . . . . . . . . . . . .  15

ARTICLE VII - CAPITAL STOCK . . . . . . . . . . . . . 16
7.01 Stock Certificates . . . . . . . . . . . . . . . 16
7.02 Transfer of Stock b . . . . . . . . . . . . . . .17
7.03 Regulations  . . . . . . . . . . . . . . . . . . 17
7.04 Transfer Agents and Registrars . . . . . . . . . 17
7.05 Lost or Destroy ed Certificates  . . . . . . . . 17

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                            TABLE OF CONTENTS - Cont'd

ARTICLE VIII -- MAINTENANCE AND INSPECTION OF BOOKS AND

RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8-01 Books  . . . . . . . . . . . . . . . . . . . . . . . . 17
8.02 Examination  . . . . . . . . . . . . . . . . . . . . . 18
8.03 Financial Statements . . . . . . . . . . . . . . . . . 18
8.04 inspection . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE IX -- INDEMNIFICATION . . . . . . . . . . . . . . . 18
9.01 Indemnification of Third Party Actions . . . . . . . . 18
9.02 Indemnification of Corporation Actions . . . . . . . . 19
9.03  Determination . . . . . . . . . . . . . . . . . . . . 19
9.04  General Indemnification . . . . . . . . . . . . . . . 19
9.05  Advances . . . . . . . . . . . . . . . . . . . . . . .19
9.06  Scope of Indemnification . . . . . . . . . . . . . . .20
9.07  Insurance . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE X -- FISCAL YEAR . . . . . . . . . . . . . . . . . .20
ARTICLE XI - DIVIDENDS  . . . . . . . . . . . . . . . . . . 20
ARTICLE XII -- AMENDMENTS . . . . . . . . . . . . . . . . . 21
CERTIFICATE OF ADOPTION OF BYLAWS . . . . . . . . . . . . . 22

<PAGE>

                                        BYLAWS
                                         OF
                            Jones Naughton Entertainment, Inc.

                         Approved by Resolution of the
                         Board of Directors dated           1994



                                        ARTICLE I
                                    CORPORATE OFFICES

1.01   Principal Office

The Board of Directors shall from time to time fix the location of the
principal executive office of the corporation at any place within or without
the State of Colorado. If the principal executive office is located outside
of the State of Colorado, then the corporation shall maintain a registered
office within such State.

1.02  OTher Offices

The Board of Directors may at any time establish branch or subordinate
offices at any place or places where the corporation is qualified to do
business.

                                       ARTICLE II
                                      SHAREHOLDERS

2.01  Annual Meeting

The annual meeting of shareholders shall be held each year on a date and at
a time designated by the Board of Directors. In the absence of such
designation, the annual meeting of shareholders shall be held on the second
Friday of May of each year at 10:00 a.m. However, if such date falls on a
legal holiday, then the meeting shall be held on the next succeeding
business day. At the meeting, directors shall be elected and any other
proper business may be transacted. If the election of directors shall not be
held on the day designated herein for the annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the shareholders as
soon thereafter as may be convenient.

2.02  Special Meetings

Special meetings of the shareholders may be called at any time by the
Chairman of the Board, the President, or a majority of the Board of
Directors. Shareholders owning ten percent (10%) or more of all of the
shares entitled to vote on any issue to be considered at a special meeting
may also call a special meeting by providing written

<PAGE>

demand to the corporate secretary. The written demand must state the purpose
of the meeting and be dated and signed by the shareholders calling the meeting.

2.03 Place of Meetings

Meetings of shareholders may be held at any place within or outside the
State of Colorado designated by the Board of Directors. In the absence of
any such designation, meetings shall be held at the registered office of the
corporation.

2.04 Notice of Meetings

Written or printed notice stating the place, day and hour of the meeting,
and in 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. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail addressed to the shareholder at his
address as it appears on the stock transfer books of the corporation, with
postage prepaid.

2.05 Closing of Stock Transfer Books

For the purpose of determining shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or shareholders
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 of the corporation may provide that the stock transfer books shall
be closed for a period not to exceed fifty (50) days. If the stock transfer
books are 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 (10) days immediately preceding such meeting.

2.06 Record Date for Determination of Shareholders

In lieu of closing the stock transfer books, and for the purpose of
determining the shareholders entitled to notice of or to vote at any meeting
or adjournment thereof, or to make a determination of shareholders for any
other proper purpose, the Board of Directors may fix in advance a date as
the record date for such determination of shareholders, which date shall not
be more than fifty (50) days and, in case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular action
requiring such determination of shareholders is to be taken, and in such
event only shareholders of record on the date so fixed shall be entitled to
notice or to vote or to otherwise participate in the matter with respect to
which the record date is fixed, notwithstanding any transfer of any shares
on the books of the corporation after the record date, except as otherwise
provided in the Colorado Corporation Code.

If the Board of Directors does not so fix a record date and the stock
transfer books are not closed:

<PAGE>

(a) the record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on
the business day next preceding the day on which notice of such meeting is
given or, if notice is waived, at the close of business on the business day
next preceding the day on which the meeting is held;

(b)  the record date for determining shareholders entitled to give consent
to corporate action in writing without a meeting, when no prior action by
the Board is required, shall be the day on which the first written consent
is given;

(c)  The record date for determining shareholders for any other purpose
shall be the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.

A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

2.07 Voting List

The officer or agent having charge of the stock transfer books for
shares of the corporation shall make a complete list of the shareholders
entitled to vote at each meeting of the shareholders of the corporation or
any adjournment thereof, arranged in alphabetical order, with the address of
and the number of shares held by each, which list shall be produced and kept
open at the time and place of the meeting and shall be subject to the
inspection of any shareholder, for any purpose germane to the meeting,
d6ring the whole time of the meeting. The original stock transfer books
shall be prima facie evidence as to who are the shareholders entitled to
examine such list or transfer books or to vote at any meeting of shareholders.

2.08 Quorum

A majority of each class the outstanding shares of the corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of shareholders. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on
the subject matter shall constitute the act of the shareholders, unless the
vote of a greater number of shares or voting by classes is required by the
Colorado Corporation Code, the Articles of Incorporation of the corporation
or these Bylaws.

2.09 Proxies

At all meetings 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. No proxy shall be valid after eleven (11) months from the
date of its execution, unless otherwise provided in the proxy.

<PAGE>

2.10 Voting Shares

Each outstanding share, regardless of class, shall be entitled to one vote
on each matter submitted to vote at a meeting of shareholders, except to the
extent that the voting rights of the shares of any class or classes are
limited or denied by the Articles of Incorporation of the corporation as
permitted by the Colorado Corporation Code. No cumulative voting shall be
allowed in the election of directors.

2.11 Voting of Shares by Certain Holders

Neither treasury shares nor shares held by another corporation, if a
majority of the shares entitled to vote for the election of directors of
such other corporation is held by the corporation, shall be voted at any
meeting or counted in determining the total number of outstanding shares at
any given time.

Shares standing in the name of another corporation, domestic or foreign, may
be voted by such officer, agent or proxy as the bylaws of such corporation
may prescribe, or, in the absence of such provision, as the Board of
Directors of such corporation may determine.

Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

On and after the date on which written notice of redemption of redeemable
shares has been mailed to the holders thereof and a sum sufficient to redeem
such shares has been deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to the holders thereof
upon surrender of certificates therefor, such shares shall not be entitled
to vote on any matter and shall not be deemed to be outstanding shares.

2.12  Advance Notice for Shareholder Nominations of Directors and
      Proposals

Set forth below is the advance notice procedure for nominations (other than
by or at the direction of the Board) of candidates for election as directors
at, and for proposals

<PAGE>

to be brought before, an annual meeting of shareholders of the Company.
Subject to any other applicable requirements, only such nominations may be
considered and such business may be conducted at an annual meeting as has
been brought before the meeting by or at the direction of the Board or by a
shareholder who has given to the Secretary of the Company timely written
notice, in proper form, of the same.

To be timely, notice of nominations or other business to be brought before
an annual meeting must be received by the Secretary of the Company not less
than 60 days nor more than 90 days prior to the anniversary of the preceding
year's annual meeting or, if the date of the annual meeting is advanced by
more than 30 days or delayed by more than 60 days from such anniversary
date, such notice must be received not earlier than 90 days prior to such
annual meeting and not later than the close of business on the later of(i)
the 60th day prior to the annual meeting or (ii) the 10th day following the
day on which public announcement of the date of the meeting is first made.

Each notice must set forth (i) the name and address, as it appears on the
books of the Company, of the shareholder who intends to make the nomination
or proposal and of any beneficial owner on whose behalf the nomination or
proposal is made and (ii) the class and number of shares of the Company that
are owned beneficially and of record by such shareholder and beneficial
owner. In addition, in the case of a shareholder proposal, the notice shall
set forth a brief description of the business desired to be brought before
the meeting, the reasons for conducting such business at the meeting and any
material interest of such shareholder or beneficial owner in that proposed
business.

In the case of a nomination of any person for election as a director, the
notice must set forth (i) all information regarding the nominee proposed by
the shareholder that would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission
and (ii) the consent of the nominee to be named in a proxy statement as a
candidate for election and to serve as a director of the Company if elected.

2.13   Examination by Shareholders of Books and Records

Any person who is a shareholder of record, upon written demand stating the
purpose thereof, shall have the right to examine, in person, or by agent or
attorney, at any reasonable time or times, for any proper purpose, the
corporation's books and records of account, minutes, and record of
shareholders and to make extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a shareholder. Upon
the written request of any shareholder, the corporation shall mail to such
shareholder its most recent annual or quarterly financial statements showing
in reasonable detail its assets and liabilities and the results of its
operations.

<PAGE>

                                 ARTICLE III
                            BOARD OF DIRECTORS

3.01 General Powers

The property, business and affairs of the corporation shall be managed by
the Board of Directors. The Board of Directors may exercise all the powers
of the corporation whether derived from law or the Articles of
Incorporation, except such powers as are by statute, by the Articles of
Incorporation or by these Bylaws, vested solely in the shareholders of the
corporation.

3.02  Number of Directors and Qualification

The authorized number of directors shall be specified from time to time by
resolution of the Board of Directors, but shall not be less than three (3)
nor more than seven (7). Directors need not be residents of the State of
Colorado or shareholders of the corporation.

3.03  Election and Term of Office

Directors shall be elected at each annual meeting of shareholders to hold
office until the next succeeding annual meeting. Each director, including a
director elected to fill a vacancy, shall hold office until the expiration
of the term for which elected and until a successor has been elected and
qualified. No decrease in the authorized numb~r of directors shall have the
effect of shortening the term of any incumbent director.

3.04  Regular Meetings

The Board of Directors may provide by resolution the time and place, either
within or without the State of Colorado, for the holding of regular meetings
without notice other than such resolution.

3.05  Special Meetings

Special meetings of the Board of Directors for any purpose or purposes may
be called at any time by or at the request of the Chairman of the Board, the
President, or any two directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place, either, within
or without the State of Colorado, as the place for holding any special
meeting of the Board of Directors.

3.06  Notice

Notice of the time and place of any special meeting shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's
address as it is shown on the records. of the corporation. If the notice is
mailed, it shall be deposited in the United States mail at least four (4)
days before the time of the holding of the meeting. If the notice is delivered

<PAGE>

personally or by telephone or telegram, it shall be delivered personally or
by telephone or to the telegraph company at least forty-eight (48) hours
before the meeting begins. Any oral notice given personally or by telephone
may be communicated either to the director or to a person at the office of
the director who the person giving notice has reason to believe will
promptly communicate it to the director. Any director may waive notice of
any meeting and attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where the director attends a
meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors needs to be specified in the notice or
waiver of notice of such meeting.

3.07 Quorum

A majority of the authorized number of directors as fixed in accordance with
these Bylaws shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, but if less than a majority is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.

3.08 Manner of Acting

The act of a majority of the directors present at a meeting at which a
quorum is present shall, unless the act of a greater number of directors is
required by the Articles of Incorporation of the corporation or these
Bylaws, be the act of the Board of Directors.

3.09 Vacancies and Newly Created Directorships

Any vacancy occurring in the Board of Directors or any directorship to be
filled by reason of an increase in the number of directors shall be filled
by the vote of a majority of the remaining directors, even if less than a
quorum. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office such appointment to be until the
next annual meeting or a special meeting of the shareholders called for the
purpose of electing a director to the office so created. Any directorship to
be filled by reason of the removal of one or more directors by the
shareholders may be filled by election by the shareholders at the meeting at
which the director or directors are removed.

3.10 Committees

The Board of Directors, by resolution adopted by the majority of the number
of directors, may designate one or more committees consisting of not less
than two directors, which committee or committees, to the extent provided in
such resolution or in the Articles of Incorporation or these Bylaws, shall
have and may exercise all the authority so provided; except that the
designation of such committees and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him or her by law.

<PAGE>

3.11  Fees and Compensation

Directors may receive such compensation, if any, for their services and such
reimbursement of expenses as may be fixed or determined by resolution of the
Board of Directors.  This section shall not be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee or otherwise and receiving compensation for those services.

3.12  Presumption of Assent

A director of the corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless such director's dissent shall be
entered in the minutes of the meeting or unless such director shall file a
written dissent to such action with the person acting as the Secretary of
the meeting before the adjournment thereof, or shall forward such dissent by
registered or certified mail to the Secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply
to a director who voted in favor of such action.

3.13  Resignations

A director may resign at any time by delivering a written resignation to
either the Chairman of the Board of Directors, the President, a
Vice-President or the Secretary or Assistant Secretary, if any. Unless
otherwise provided in the resignation, the resignation shall become
effective on its delivery to an officer or director of the corporation. If
the resignation is effective at a future time, the Board of Directors may
elect a successor to take
office when the resignation becomes Effective.

3.14  Action by Written consent

Any action required to be taken at a meeting of the directors of the
corporation or any other action which may be taken at a meeting of the Board
of Directors or of a committee, may be taken without a meeting if a
unanimous consent in writing, setting forth the action so taken, shall be
signed by all of the directors, or all of the members of the committee, as
the case may be. Such consent shall have the same legal effect as a
unanimous vote of all the directors or members of the committee.

3.15  Meetings by Telephone Conference Call

Members of the Board of Directors, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or
committee by means of conference telephone or similar communications
equipment by which all persons participating in the meeting can hear each
other. Participation in such a meeting shall constitute presence in person
at such meeting.

<PAGE>

3.16 Removal of Directors

At a shareholders' meeting called expressly for that purpose, directors may
be removed in the manner provided in this section, unless otherwise provided
by the Articles of Incorporation. One or more directors or the entire Board
of Directors may be removed, with or without cause, by a vote of the holders
of the majority of the shares then entitled to vote at an election of
directors.

3.17  Loans to Directors, Officers, and Others

The corporation shall not lend money to or use its credit to assist its
officers, directors or other control persons without authorization in the
particular case by the shareholders, but may lend money to and use its
credit to assist any employee, excluding such officers, directors or other
control persons of the corporation or of any subsidiary, if such loan or
assistance benefits the corporation.

                                      ARTICLE IV
                               COMMITTEES OF DIRECTORS

4.01  How Constituted

The Board of Directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the Board.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent member at any meeting of the
committee. The appointment of members or alternate members of a committee
requires the vote of a majority of the authorized number of directors.

4.02  Powers

Each committee shall have and may exercise all powers relating to the
business and affairs of the corporation as may be granted to it by the Board
of Directors, except for such power as by law may not be delegated by the
Board of Directors to a committee.

4.03  Proceedings

Each committee as may be designated hereunder by the Board of Directors may
fix its own presiding and recording officer or officers, and may meet at
such place or places, at such time or times and upon such notice (or without
notice) as it shall determine from time to time. It shall keep a record of
its proceedings and shall report such proceedings to the Board of Directors
at the meeting of the Board of Directors next following.

<PAGE>

4.04 Quorum and Manner of Acting

At all meetings of each committee as may be designated hereunder by the
Board of Directors, the presence of members constituting two-thirds of the
total authorized membership of the committee shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the
act of two-thirds of the members present at any meeting at which a quorum is
present shall be the act of such committee. The members of each committee as
may be designated hereunder by the Board of Directors, shall act only as a
committee and the individual members thereof shall have no powers as such.

4.05 Meetings by Telephone Conference Call, Consent

Members of each committee as may be designated hereunder by the Board of
Directors may participate in a meeting of the committee by means of
conference telephone or similar communication equipment by means of which
all persons participating in the meeting can hear each other. Participation
in such a meeting shall constitute presence in person at such a meeting.

Action may be taken by any committee without a meeting if all members
thereof consent in writing, and the writing or writings are filed with the
minutes of the proceedings of such committee.

4.06 Resignations

Any member of any committee as may be designated hereunder by the Board of
Directors may resign at any time by delivering a written resignation to
either the Chairman of the Board, if any, the President, the Secretary, or
Assistant Secretary, if any, or to the presiding officer of the committee of
which he or she is a member, if any shall have been appointed and shall be
in office. Unless otherwise specified therein, such resignation shall take
effect upon delivery.

4.07 Removal

The Board of Directors may at any time remove any member of any committee
designated by it hereunder either with or without cause.

4.08 Vacancies

If any vacancy shall occur in any committee designated by the Board of
Directors hereunder, by reason of disqualification, death, resignation,
removal or otherwise, the remaining members shall, until the filling of such
vacancy, constitute the then total authorized membership of the committee
and, provided that two or more members are remaining, shall continue to act.
Such vacancy may be filled at any meeting of the Board of Directors.

<PAGE>

4.09 Compensation

The Board of Directors may allow a fixed sum and expenses of attendance to
any member of any committee designated by it hereunder who is not an active
salaried employee of the corporation for attendance at each meeting of such
committee.

                                      ARTICLE V
                                      OFFICERS

5.01 Officers

The officers of the corporation shall be a President, one or more
Vice-Presidents, as may be determined by resolution of the Board of
Directors, and a Secretary. Any two or more offices may be held by the same
person, except the offices of president and secretary shall not be held by
the same person. The corporation may also have, at the discretion of the
Board of Directors, a Chairman of the Board, a Chief Financial Officer, one
or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers
and such other officers as may be appointed by the Board of Directors in
accordance with the provisions of these Bylaws.

5.02  Election, Term of Office and Qualification

The officers of the corporation shall be elected by, and serve at the
pleasure of, the Board of Directors, subject to any rights of an officer
under any contract of employment. Elections of officers shall take place
annually or at such other intervals as the Board of Directors may determine,
and may be held at regular or special meetings of the Board or by the
written consent of the directors. Each officer shall hold office until his
or her successor shall have been duly elected and qualified or until such
officer's death, resignation or removal in the manner provided in these
Bylaws. Any tw6or more offices may be held by the same person, except the
offices of President and Secretary shall not be held by the same person. The
Chairman of the Board, if any, shall be and remain a director of the
corporation during the term of his or her office. No other officer need be a
director of the corporation.

5.03  Resignations

Any officer may resign at any time by delivering a written resignation to
the Board of Directors, the President, or the Secretary. Unless otherwise
specified therein, such resignation shall take effect upon such delivery of
the resignation; and, unless otherwise specified in the resignation, the
acceptance of the resignation shall not be necessary to make it effective.
Any resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.

5.04  Removal

Any officer may be removed by the Board of Directors or by a committee, if
any, if so authorized by the Board of Directors, whenever in its judgment
the best interests of

<PAGE>

the corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

5.05 Vacancies and Newly Created Offices

A vacancy in any office by reason of death, resignation, removal,
disqualification, the creation of a new office or otherwise, may be filled
by the Board of Directors at any regular or special meeting or by the
unanimous written consent of the directors.

5.06 Chairman of the Board

The Chairman of the Board, if such an officer be elected, shall, if present,
preside at meetings of the Board of Directors and exercise and perform such
other powers and duties as may from time to time be assigned to him by the
Board of Directors or as may be prescribed by these Bylaws. If there is no
President, then the Chairman of the Board shall also have the powers and
duties prescribed in these Bylaws for the President.

5.07 President

Subject to such supervisory powers, if any, as may be given by the Board of
Directors to the Chairman of the Board, if there be such an officer, and
unless the Board of Directors shall otherwise determine, the President shall
be the chief executive officer of the corporation, and shall, subject to the
control of the Board of Directors, have general supervision, direction and
control of the business, officers, employees and agents of the corporation.
The President shall, when present, preside at meetings of the shareholders
and, in the absence or non-existence of a Chairman of the Board, at all
meetings of the Board of Directors. The President shall have the general
powers and duties of management usually vested in the office of President of
a corporation, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws.

5.08 Vice-Presidents

In the absence or disability of the President, the Vice Presidents, in order
to their rank as fixed by the Board of Directors or, if not ranked, a Vice
President designated by the Board of Directors, shall perform all the duties
of the President and, when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the President. The Vice Presidents
shall have such other powers and perform such other duties as may from time
to time be prescribed for them by the Board of Directors, these Bylaws, the
President or the Chairman of the Board and, unless otherwise so prescribed,
the powers and duties customarily vested in the office of Vice President of
a corporation.

5.09 Secretary

The Secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the Board of Directors may
direct, a book of minutes of the proceedings of all meetings of, and a
record of all actions taken by, the Board of Directors, committees of
directors and shareholders of the corporation.

<PAGE>

The Secretary shall cause all notices of meetings to be duly given in
accordance with the provisions of these Bylaws and as required by statute.

The Secretary shall be the custodian of the corporate records and of the
seal of the corporation, and shall cause such seal (or a facsimile thereof)
to be affixed to all certificates representing stock of the corporation
prior to the issuance thereof and to all instruments the execution of which
on behalf of the corporation under its seal shall have been duly authorized
in accordance with these Bylaws, and when so affixed the Secretary may
attest the same.

The Secretary shall see that the books, reports, statements, certificates
and other documents and records required by statute are properly kept and
filed.

The Secretary shall have charge of the stock books of the corporation and
cause the stock and transfer books to be kept in such manner as to show at
any time the amount of the stock of the corporation of each class issued and
outstanding, the manner in which and the time when such stock was paid for,
the alphabetically arranged names and the addresses of the holders of record
thereof, the number of shares held by each holder, and the time when each
became such holder of record. The original or duplicate stock register shall
at all reasonable times be open to inspection by any director. The Secretary
shall cause the stock book to be kept and exhibited at the principal office
of the corporation in the manner and for the purposes provided by law and
these Bylaws.

The Secretary shall perform all duties incident to the office of Secretary
and such other duties as are given to him or her by law or these Bylaws or
as from time to time may be assigned by the Board of Directors.

5.10  Treasurer

The Treasurer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained
earnings and shares. The books of account shall at all reasonable times be
open to inspection by any director.

The Treasurer shall deposit all money and other valuables in the name and to
the credit of the corporation with such depositories as may be designated by
the Board of Directors. The Treasurer shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all of
transactions taken as Treasurer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or these Bylaws.

5.11  Assistant Secretaries and Treasurers

Any Assistant Secretaries or Assistant Treasurers elected by the Board of
Directors shall perform such of the duties of the Secretary or the
Treasurer, respectively,

<PAGE>

as may be assigned to them by the officers they are elected to assist, or as
may otherwise be specifically prescribed for them by the Board of Directors.

5.12 Salaries

The salaries or other compensation of the officers of the corporation shall
be fixed from time to time by the Board of Directors, except that the Board
of Directors may delegate to any person or group of persons the power to fix
the salaries or other compensation of any officers. No officer shall be
prevented from receiving any such salary or compensation by reason of the
fact that he is also a director of the corporation.

5.13 Surety Bonds

In case the Board of Directors shall so require, any officer or agent of the
corporation shall provide the corporation with a bond, in such sums and with
such surety or sureties as the Board of Directors may direct, conditioned
upon the faithful performance of his duties to the corporation, including
responsibility for negligence and for the accounting of all property, monies
or securities of the corporation which may come under his responsibility.

                                  ARTICLE VI
                 EXECUTION OF INSTRUMENTS, BORROWING OF MONEY
                        AND DEPOSIT OF CORPORATE FUNDS

6.01  Instruments

The Board of Directors may authorize any officer, agent or agents, to enter
into any contract or execute and deliver any instrument in the name of, and
on behalf of, the corporation, and such authority may be general or confined
to specific instances.

6.02  Loans

No loan or advance shall be contracted on behalf of the corporation, no
negotiable paper or other evidence of its obligation under any loan or
advance shall be issued in its name, and no property of the corporation
shall he mortgaged, pledged, hypothecated, transferred or conveyed as
security for the payment of any loan, advance, indebtedness or liability of
the corporation, unless and except as authorized by the Board of Directors.
Any such authorization may be general or confined to specific instances.

6.03  Deposits

All monies of the corporation not otherwise employed shall be deposited from
time to time to its credit in such banks or trust companies or with such
bankers or other depositories as the Board of Directors may select, or as
from time to time may be selected by any officer or agent authorized so to
do by the Board of Directors.

<PAGE>

6.04 Checks, Drafts, etc.

All checks, drafts, acceptances, notes, endorsements and, subject to the
provisions of these Bylaws, evidences of indebtedness of the corporation
shall he signed by such officer or officers or such agent or agents of the
corporation and in such manner as the Board of Directors from time to time
may determine. Endorsements for deposit to the credit of the corporation in
any of its duly authorized depositories shall be in such manner as the Board
of Directors from time to time may determine.

6.05 Bonds and Debentures

Every bond or debenture issued by the corporation shall be evidenced by an
appropriate instrument which shall be signed by the President or a
Vice-President and by the Secretary. Where such bond or debenture is
authenticated with the manual signature of an authorized officer of the
corporation or other trustee designated by the indenture of trust or other
agreement under which such security is issued, the signature of any of the
corporation's officers named thereon may be a facsimile. In case any officer
who signed, or whose facsimile signature has been used on any such bond or
debenture, shall cease to be an officer of the corporation for any reason
before the same has been delivered by the corporation, such bond or
debenture may nevertheless be adopted by the corporation and issued and
delivered as though the person who signed it or whose facsimile signature
has been used thereon had not ceased to be such officer.

6.06 Sale, Transfer, etc., of Securities

Sales, transfers, endorsements, and assignments of shares of stocks, bonds
and other securities owned by or standing in the name of the corporation,
and the execution and delivery on behalf of the corporation of any and all
instruments in writing incident to any such sale, transfer, endorsement or
assignment, shall be effected by the President, or by any Vice-President,
together with the Secretary, or by any officer or agent thereunto authorized
by the Board of Directors.

6.07 Proxies

Proxies to vote with respect to shares of stock of other corporations owned
by or standing in the name of the corporation shall be executed and
delivered on behalf of the corporation by the President or any
Vice-President and the Secretary of the corporation or by any officer or
agent thereunto authorized by the Board of Directors.

<PAGE>

                                    ARTICLE VII
                                   CAPITAL STOCK

7.01 Stock Certificates

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. 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 or she were such officer at
the date of its issue.

Every certificate representing shares issued by the corporation at a time
when it is authorized to issue shares of more than one class shall set forth
upon the face or back of the certificate, or shall state that the
corporation will furnish to any shareholder upon request and without charge,
a full statement of the designations, preferences, limitations and relative
rights of the shares of each class authorized to be issued and, if the
corporation is authorized to issue any preferred or special class in series,
the variations in the relative rights and preferences between the shares of
each such series so far as the same have been fixed and determined and the
authority of the Board of Directors to fix and determine the relative rights
and preferences of subsequent series.

 Each certificate representing shares shall state upon the face thereof:

(a) That the corporation is organized under the laws of the State of
Colorado.

(b) The name of the person to whom the certificate is issued.

(c) The number and class of shares, and the designation of the series, if
any, which such certificate represents.

(d) The par value of each share represented by such certificate, or a
statement that the shares are without par value.

No certificate shall be issued for any share until such share is fully paid.
There shall be entered upon the stock transfer books of the corporation at
the time of issuance of each share, the number of the certificate issued,
the name and address of the person owning the shares represented thereby,
the number and kind, class or series of such shares and the date of issuance
thereof. Every certificate exchanged or returned to the corporation shall be
marked "Cancelled" with the date of cancellation.

<PAGE>

7.02 Transfer of Stock

Transfers of stock shall be made only upon the stock transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation. Except where
a certificate is issued in replacement of a lost or destroyed certificate as
provided in these Bylaws, an outstanding certificate for the number of
shares involved shall be surrendered for cancellation before a new
certificate is issued therefor. Except as otherwise provided by law, the
corporation and transfer agents and registrars, if any, shall be entitled to
treat the holder of record of any share or shares of stock as the absolute
owner thereof for all purposes, and accordingly shall not be bound to
recognize any legal, equitable or other claim to or interest in such share
or shares on the part of any other person whether or not it or they shall
have express or other notice thereof.

7.03 Regulations

Subject to the provisions of these Bylaws and of the Articles of
Incorporation, the Board of Directors may make such rules and regulations as
they may deem expedient concerning the issuance, transfer, redemption and
registration of certificates for shares of the stock of the corporation.

7.04  Transfer Agents and Registrars

The Board of Directors may appoint one or more transfer agents and one or
more registrars with respect to the certificates representing shares of
stock of the corporation, and may require all such certificates to bear the
signature of either or both. The Board of Directors may from time to time
define the respective duties of such transfer agents and registrars.

7.05  Lost or Destroyed Certificates

In the event of the loss or destruction of any certificate of stock, another
may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction
and concerning the giving of a satisfactory bond or bonds of indemnity.

                                   ARTICLE VIII
                    MAINTENANCE AND INSPECTION OF BOOKS AND RECORDS

8.01 Books

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.

<PAGE>

8.02 Examination

Any person who is a shareholder of record, upon written demand stating the
purpose thereof, shall have the right to examine, in person, or by agent or
attorney, at any reasonable time or times, for any proper purpose, the
corporation's books and records of account, minutes and record of
shareholders and to make extracts therefrom. A proper purpose means a
purpose reasonably related to the person's interest as a shareholder.

8.03 Financial Statements

Upon the written request of any shareholder of the corporation, the
corporation shall mail to such shareholder its most recent annual or
quarterly financial statements showing in reasonable detail its assets and
liabilities and the results of its operations.

8.04 Inspection

Every director shall have the absolute right at any reasonable time to
inspect all books, records and documents of every kind as well as the
physical properties of the corporation and each of its subsidiary
corporations. Such inspection by a director may be made in person or by an
agent or attorney. The right of inspection includes the right to copy and
make extracts of documents.

                                  ARTICLE IX
                                INDEMNIFICATION

9.01  Indemnification of Third Party Actions

The corporation shall, to the maximum extent and in the manner permitted by
the Colorado Corporation Code, indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (except not an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

<PAGE>

9.02 Indemnification of Corporation Actions

The corporation shall, to the maximum extent and in the manner permitted by
the Colorado Corporation Code, indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which the person shall have been adjudged to be liable to the corporation
unless, and only to the extent that, the court in which such action or suit
was brought shall determine upon application that, despite the adjudication
of liability but in view of all circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court
considers proper.

9.03 Determination

To the extent that a director, officer, employee or agent of the corporation
has been successful, on the merits or otherwise, in defense of any action,
suit or proceeding referred to in SECTIONS 9.01 AND 9.02 hereof, or in
defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) which he actually and
reasonably incurred in connection therewith. Any other indemnification under
Section 9.01 OR 9.02 hereof shall be made by the corporation as authorized
in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in Section 9.01 or
9.02 hereof. Such determination shall be made either (1) by the Board of
Directors by a majority vote of a quorum of directors, or (2) by the
shareholders by a majority vote of a quorum of shareholders at any meeting
duly called for such purpose.

9.04 General Indemnification

The indemnification and advancement of expenses provided by this Article IX
may not be construed to be exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
Article of Incorporation, Bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

9.05 Advances

Expenses incurred in defending a civil or criminal action, suit or
proceeding as contemplated in this Article IX may be paid by the corporation
in advance of the final

<PAGE>

disposition of the action, suit or proceeding upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent that he shall
repay the amount advanced if it is ultimately determined that he is not
entitled to be indemnified by the corporation as authorized by this Article IX.

9.06  Scope of Indemnification

The indemnification and advancement of expenses authorized by this Article
IX is intended to permit the corporation to indemnify, to the fullest extent
permitted by the laws of the State of Colorado, any and all persons whom it
shall have power to indemnify under such laws from and against any and all
of the expenses, disabilities or other matters referred to in or covered by
such laws. Any indemnification or advancement of expenses hereunder shall,
unless otherwise provided when the indemnification or advancement of
expenses is authorized or ratified, continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit
of such person's heirs, executors and administrators.

9.07  Insurance

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
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against him or her and
incurred by him or her in any such capacity or arising out of his or her
status in any such capacity, whether or not the corporation would have the
power to indemnify him or her against the liability under the provisions of
this Article IX or the laws of the State of Colorado, as the same may
hereafter be amended or modified.

                                     ARTICLE X
                                    FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the Board
of Directors.

                                    ARTICLE XI
                                    DIVIDENDS

The Board of Directors may from time to time declare, and the corporation
may pay, dividends on its outstanding shares in the manner and upon the
terms and conditions provided by law.

<PAGE>

                                    ARTICLE XII
                                    AMENDMENTS

These Bylaws may be amended by the Board of Directors at any meeting or by
the shareholders at any meeting.

<PAGE>

                           CERTIFICATE OF ADOPTION OF BYLAWS
                                         OF
                          Jones Naughton Entertainment, Inc.

                        Certificate by Secretary of Adoption
                                         by
                                  Board of Directors

THE UNDERSIGNED hereby certifies that he is the duly elected, qualified, and
acting Secretary of Jones Naughton Entertainment, Inc. and that the
foregoing Bylaws, comprising twenty (20) pages, were submitted to and
approved and adopted by the Board of Directors of the corporation by
resolution dated March 1, 1994.

IN WITNESS WHEREOF, the undersigned has hereunto set his/her hand and
affixed the corporate seal this 8th day of June, 1994.

/s/Joseph M Naughton

<PAGE>

                            ACTION BY UNANIMOUS WRITTEN CONSENT
                                 OF THE BOARD OF DIRECTORS
                            JONES NAUGHTON ENTERTAINMENT, INC.

Pursuant to Section 7-5-108(3) of the Colorado Corproation Code,
the following action is taken by the written consent of the Board of
Directors of Jones Naughton Entertainment, Inc. without a meeting.

RESOLVED that the Board of Directors hereby approve the attached
Amended and Restated Bylaws of Jones Naughton Entertainment, Inc.;
and

FURTHER RESOLVED, that the Board of Directors hereby approve the
attached proposed Articles of Amendment to the Articles of
Incorporation of Jones Naughton Entertainment, Inc., and direct that
such Articles of Amendment be submitted to the shareholders for
approval and adoption.

This action by unanimous written consent may be executed in one or
more counterparts, each of which shall be deemed an original and all
of which, when taken together, shall constitute one instrument.

IN WITNESS WHEREOF, this action was executed as of the 8th day of
June, 1994.

/s/Joseph M. Naughton
Director

/s/Michael D. English
Director

/s/unknown
Director