[941085002     $30.00]
[SOS   07-28-94     15:22]



                            ARTICLES OF AMENDMENT TO THE
                              ARTICLES OF INCORPORATION
                                       OF
                          JONES NAUGHTON ENTERTAINMENT, INC.

Pursuant to the authority vested in the Board of Directors of Jones
Naughton Entertainment, Inc. in the Articles of Incorporation the
Board of Directors hereby adopts the following amendments to the
Articles of Incorporation of Jones Naughton Entertainment, Inc.:

FIRST:

The name of the Corporation is Jones Naughton Entertainment, Inc.
the ("Company").

SECOND:

The following amendment to the Articles of Incorporation of the
Company was adopted by the Board of Directors without shareholder
action (shareholder action was not required).

Article 4, paragraph 4.02 of the Articles of Incorporation is hereby
amended by adding the following:

1.  DEFINITIONS. As used herein, the following words and
expressions have the respective meanings set out below:

(a) "Articles of Incorporation" means the Articles of Incorporation
of the Company as amended and in effect from time to time.

(b) "CONVERSION RATE" shall have the meaning set forth in paragraph
5 hereof.

(c) "Common Stock" means the capital stock of the Company
designated as common stock and authorized from time to time and
being stock which is junior to all series of Preferred Stock in
respect of payments upon Liquidation.

(d)  "Company" means Jones Naughton Entertainment, Inc. and its
subsidiaries and includes any successor corporation by merger,
consolidation or otherwise if the stockholders of the former
corporations continue as stockholders of the new combined corporation.

<PAGE>

(e) "Liquidation Event" means the voluntary or involuntary
liquidation, distribution or sale of substantially all of the
Company's assets, or the dissolution or winding up of the Company
and includes (i) the merger or consolidation of the Company with
another corporation pursuant to any statute except for a merger or
consolidation of the Company in which the Company is the surviving
entity and immediately after which persons who held shares
representing a majority of the votes for directors of the Company
under the Articles of Incorporation hold a majority of votes for
directors of the surviving entity; and (ii) a distribution or sale
of substantially all of the Company's assets or stock.

(f) "Liquidation price" shall have the meaning set forth in
paragraph 6(a) hereof.

(g) "Preferred Stock" means the authorized class of capital stock of
the Company as set forth in Article 4, paragraph 4.02 of the
Company's Articles of Incorporation, as amended.

(h) "Series a Preferred Stock" means the authorized class of capital
stock of the Company designated as Series A Convertible Preferred
Stock pursuant to paragraph 2 hereof.

2.  DESIGNATION AND NUMBER OF SHARES. 1,500,000 Shares of the
Preferred Stock of the Company shall constitute a series of
preferred stock designated as Series A Convertible Preferred Stock,
no par value (the "Series A Preferred Stock").

3.   VOTING RIGHTS OF SERIES A PREFERRED STOCK.

(a) General. Except as otherwise provided by law, the holder of
Series A Preferred Stock shall have the right to one vote for each
share of Common Stock into which such holder's Series A Preferred
Stock is convertible; and with respect to such vote, such holder
shall have, subject to Colorado law, all voting rights and powers
equal to the voting rights and powers of holders of Common Stock,
and shall be entitled to notice of any stockholders meetings in
accordance with the Bylaws of the Company, and shall be entitled to
vote with the holders of the Common Stock together as a single class
upon any question affecting the management and affairs of the Company.

4.   DIVIDENDS. The holders of Series A Preferred Stock will receive
dividends on the same per share basis, at the same times and to the
same extent as the holders of Common Stock.

5.   CONVERSION OF SERIES A PREFERRED STOCK TO COMMON STOCK. Each
Series A Preferred Share shall be convertible, at the option of the
owner thereof, at any time, upon surrender to the Company of the
certificates for the shares to be

<PAGE>

converted, into fully paid and nonassessable shares of Common Stock
of the Company, at the initial rate of one (1) Common Share for each
Series A Preferred Share ("Conversion Rate"). Conversion of Series A
Preferred Stock into Common Stock shall be made pursuant to the
following terms:

(a) Any holder of the Series A Preferred Stock desiring to convert
shares as herein provided shall deliver, duly endorsed in blank, the
certificate or certificates representing the shares to be converted
to the Company, and at the same time notify the Secretary of the
Company in writing, that such holder desires to convert the Series A
Preferred Stock into Common Stock pursuant to these provisions at
the Conversion Rate.

(b) Upon receipt by the Secretary of a certificate or certificates
representing Series A Preferred Stock and a Notice that the holder
thereof desires to convert the same, the Company shall forthwith
cause to be issued to the holder of the Series A Preferred Stock
surrendering the same, one (1) share of Common Stock for each Series
A Preferred Share surrendered, with fractional shares being rounded
up to the next whole share, and shall deliver to such holder a
certificate for such Common Stock.

(C) The number and kind of securities issuable upon conversion of
the Series A Preferred Stock shall be subject to adjustment from
time to time upon the happening of certain events, as follows:

(i) In case the Company shall (a) declare a dividend on its Common
Stock in shares of Common Stock or make a distribution in shares of
Common Stock, (b) subdivide its outstanding shares of Common Stock,
(c) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock or (d) issue by reclassification of
its shares of Common Stock other securities of the Company
(including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing
corporation), then the number of shares of Common Stock issuable
upon conversion of the Series A Preferred Stock immediately prior
thereto shall be adjusted so that the holder of the Series A
Preferred Stock shall be entitled to receive the kind and number of
shares of Common Stock of the Company which he would have owned or
have been entitled to receive after the happening of any of the
events described above, had the Series A Preferred Stock been
converted immediately prior to the happening of such event or any
record date with respect thereto. An adjustment made pursuant to
this paragraph 5(c)(i) shall become effective immediately after the
effective date of such event retroactive to immediately after the
record date, if any, for such event.

(ii) No adjustment in the number of shares of Common Stock issuable
hereunder shall be required unless such adjustment would require an
increase or

<PAGE>

decrease of at least one percent (1%) in the number of
shares of Common Stock issuable upon the conversion of the Series A
Preferred Stock.

(iii) Whenever the number of shares of Common Stock issuable upon
the conversion of the Series A Preferred Stock or the conversion
price of such Common Stock is adjusted, the Company shall promptly
mail by first class mail, postage prepaid, to each holder, notice of
such adjustment or adjustments.

(iv) Notwithstanding any adjustment in the number or kind of shares
issuable upon the conversion of the Series A Preferred Stock,
certificates representing shares of Series A Preferred Stock issued
prior or subsequent to such adjustment may continue to refer to the
same number and kind of shares as were issuable prior to such
adjustment.

(v) Notwithstanding anything to the contrary herein, each share of
Series A Preferred Stock shall automatically be converted into
shares of Common Stock at the then effective Conversion Rate
immediately prior to the closing of an underwritten public offering
covering any of the Company's Common Stock.

(d) Reservation of Stock Issuable Upon Conversion. The Company shall
at all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting
the conversion of the shares of the Series A Preferred Stock, such
number of its shares of Common Stock as shall from time to time be
sufficient to effect the conversion of all outstanding shares of the
Series A Preferred Stock, and if at any time the number of
authorized but unissued shares of Common Stock shall not be
sufficient to effect the conversion of all then outstanding shares
of Series A Preferred Stock, the Company shall take such corporate
action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares of Common Stock to such
number of shares as shall be sufficient for such purpose.

6.  LIQUIDATION RIGHTS OF SERIES A PREFERRED STOCK.

(a) In the event of the occurrence of any Liquidation Event, the
holders of Series A Preferred Stock shall be entitled to receive,
prior and in preference to any distribution of any assets of the
Company to the holders of Common Stock, an amount equal to the
consideration received by the Company for all shares of Series A
Preferred Stock issued and outstanding divided by the number of
shares then issued and outstanding plus eight percent (8%) per annum
from the date of issuance of the Series A Preferred Stock.

<PAGE>

(b) All assets remaining in the Company after the distributions
provided for in paragraph 6(a) have been fully made, shall be
distributed pro rata among the holders of Common Stock to the
exclusion of the holders of and Series A Preferred Stock.

(c) In any valuation of assets of the Company, if the consideration
received by the Company is other than cash, its value will be deemed
to be its fair market value. In the case of publicly traded
securities received in a merger, consolidation or sale of the
Company, fair market value shall mean the closing market price for
such securities on the date such consolidation, merger or sale is
consummated. If the consideration is in a form other than publicly
traded securities, its value shall be determined by the Board of
Directors of the Company.

THIRD:

The above Articles of Amendment to the Articles of Incorporation was
adopted by the Board of Directors without shareholder approval pursuant
to the provisions of the Articles of Incorporation on June 8, 1994.

FOURTH:

The Articles of Amendment do not provide for the exchange,
reclassification or cancellation of issued shares.

In witness whereof, Jones Naughton Entertainment, Inc. has executed
these Articles of Amendment of Articles of Incorporation as of the
26 day of July, 1994.

Jones Naughton Entertainment, Inc.

By:  /s/Michael D. English
Its: President

By:  /s/Joseph M. Naughton
Its:  Secretary



Attest: Verified

By: /s/Joseph M. Naughton
Secretary

<PAGE>


STATE OF CALIFORNIA       )
                          :ss.
COUNTY OF LOS ANGELES     )

On the 27th day of July, 1994, personally appeared before me
Michael D. English and Joseph M. Naughton , who being by me duly
sworn did say that they are respectively the President and Secretary
of JONES NAUGHTON ENTERTAINMENT INC., the corporation that executed
the above and foregoing instrument and that said instrument was
signed in behalf of said corporation by authority of its Articles
of Incorporation as Amended and said Michael D. English and
Joseph M. Naughton acknowledged to me that said corporation
executed the same.

/s/Grace M. Westlund
NOTARY PUBLIC

[OFFICIAL SEAL]
[NOTARY PUBLIC CALIFORNIA]