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                                   BY-LAWS OF
                             HISTORICAL TIMES, INC.
                               (the "Corporation")
                         (as adopted on March 22, 1985)


                                    ARTICLE I

                            MEETINGS OF SHAREHOLDERS

     Section 1. Location of Meetings. All meetings of shareholders shall be held
at such place within or without the Commonwealth of Pennsylvania as may be from
time to time fixed by the Board of Directors or as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof or at the
Corporation's registered office in Harrisburg, Pennsylvania, if not so fixed or
stated.

     Section 2. Annual Meetings. Annual meetings of shareholders shall be held
on the second Monday of each year, or if such day is a legal holiday, then on
the next following business day, at 10:00 a.m., or at such other date or time as
shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which meeting the shareholders shall elect a Board
of Directors and transact such other business as may properly be brought before
the meeting.

     Section 3. Special Meetings. Special meetings of shareholders may be called
by the Chairman, the President, the Board of Directors or one or more
shareholders holding not less than 20 percent of the outstanding stock of the
Corporation entitled to vote at such meeting. Upon the written request of any
person or persons who have duly called a special meeting, the Secretary of


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the Corporation shall fix the date of the meeting, which shall not be more than.
60 days after receipt of the request, and shall give due notice of the meeting.

     Section 4. Notice of Meetings. Written notice of every shareholders'
meeting 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 or more than sixty days before the date of the
meeting in accordance with Article V.

     Section 5. Business of Meetings. At an annual meeting of shareholders, any
matter relating to the affairs of the Corporation, whether or not stated in the
notice of meeting, may be brought up for action (unless otherwise provided by
law). Unless the holders of a majority of the issued and outstanding shares of
voting capital stock of the Corporation are present and specifically agree
thereto in writing, no matter that was not stated in a notice of special meeting
of shareholders shall be brought up for action at such a special meeting.

     Section 6. Organization. At every meeting of the shareholders, the Chairman
of the Board, if there be one, or in the case of vacancy in office or absence of
the Chairman of the Board, one of the following officers present in the order
stated: the President, the Vice Presidents in their order of seniority, or a
Chairman chosen by the shareholders entitled to cast a majority of the votes
which all shareholders present in person or by proxy are entitled to cast, shall
act as Chairman, and the


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Secretary, or, in the absence of the Secretary, an Assistant
Secretary, or in the absence of both the Secretary and Assistant
Secretaries, a person appointed by the Chairman, shall act as Secretary.

     Section 7. Quorum. The presence in person or by proxy of shareholders
entitled to cast at least a majority of the votes which all shareholders are
entitled to cast on a particular matter shall constitute a quorum for the
purpose of considering such matter, except as otherwise provided by law, by the
Articles of Incorporation or by these By-laws. Treasury shares shall not be
counted in determining the total number of outstanding shares for voting
purposes at any given time. If a quorum shall not be present, the shareholders
present in person or represented by proxy shall have the power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present. In no event shall the election of the
Board of Directors take place at a meeting at which less than a quorum is
present.

     Section 8. Required Vote. Unless otherwise prescribed by law, the Articles
of Incorporation or these By-laws, if a quorum is present, the affirmative vote
of a majority of the shares of stock represented at the meeting and entitled to
vote on the subject matter shall be the act of the shareholders.

     Section 9. Voting Rights. Except as otherwise provided by law, the Articles
of Incorporation or these By-laws, each


                                      --3--


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outstanding share of stock having voting power shall be entitled to one vote on
each matter submitted to a vote at a meeting of shareholders. Treasury shares
shall not be voted, directly or indirectly, at any meeting of shareholders. A
shareholder may vote either in person or by a proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact and filed with the
Secretary of the Corporation.

     Section 10. Election of Directors. In each election of directors, every
shareholder entitled to vote shall have the right to multiply the number of
votes to which he is entitled by the total number of directors to be elected in
the same election by the holders of the class or classes of shares of which his
shares are a part, and he may cast the whole number of such votes for one
candidate or he may distribute them among any two or more candidates. The
candidates receiving the highest number of votes from each class or group of
classes entitled to elect directors separately up to the number of directors to
be elected in the same election by such class or group of classes shall be
elected.

     Section 11. Consent of Shareholders in Lieu of Meeting. Any action which
may be taken at a meeting of the shareholders or of a class of shareholders of
the Corporation may be taken without a meeting if a consent or consents in
writing, setting forth the action so taken, shall be signed by all the
shareholders who would be entitled to vote at a meeting of the shareholders or
of a class of shareholders for such purpose and shall be filed with the
Secretary of the Corporation.


                                      --4--

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     If the Articles of Incorporation so provide any action (except any action
with respect to an amendment of Articles or plan under which a class or classes
of shareholders are by statute entitled to claim the right to valuation of and
payment for their shares) which may be taken at a meeting of shareholders or of
a class of shareholders may be taken without a meeting, if a consent or consents
in writing to such action, setting forth the action so taken, shall be signed by
shareholders entitled to cast two thirds of the total number of votes which all
shareholders of the Corporation or of a class of shareholders are entitled by
the Articles to cast upon such action and shall be filed with the Secretary of
the Corporation. Such action shall not become effective until after at least ten
days' written notice of such action shall have been given to each shareholder of
record entitled to vote thereon. Treasury shares shall not be counted in
connection with the expression of consent or dissent to corporate action in
writing without a meeting.

     Section 12. Participation by Telephone. One or more shareholders may
participate in a meeting of the shareholders by means of a conference telephone
or other similar communications equipment by means of which all persons
participating in the meeting can hear each other.


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                                   ARTICLE II

                                    DIRECTORS

     Section 1. Number; Term of Office. The business and affairs of the
Corporation shall be managed by a Board of Directors of not less than three and
not more than nine in number. The number of directors shall be fixed by vote of
the shareholders represented at the annual meeting.

     The Board of Directors shall be elected at the annual meeting of
shareholders, and each director so elected shall serve until his successor shall
have been elected and qualified or until his earlier resignation or removal.

     Section 2. Qualification. All directors of the corporation shall be natural
persons of full age, but need not be residents of Pennsylvania or shareholders
of the corporation.

     Section 3. Removal of Directors. Except as otherwise prescribed by law or
the Articles of Incorporation, any director or the entire Board of Directors may
be removed with or without cause by the holders of a majority of the shares then
entitled to vote at an election of directors; provided, however, that no
individual director shall be removed, unless the entire Board shall .be removed,
if the votes of a sufficient number of shares are cast against the resolution
for his removal, which, if cumulatively voted at an annual election of
directors, would be sufficient to elect one or more directors to the Board. The
vacancy in the Board of Directors caused by such removal may be filled by the
shareholders at the time of removal.


                                      --6--

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     Section 4. Vacancies. Unless filled by the shareholders as provided in
Article II, Section 3 of these By-laws, any vacancy occurring in the Board of
Directors, including any directorship to be filled by reason of an increase in
the number of directors, may be filled by the affirmative vote of a majority of
the shareholders entitled to vote at the next annual meeting or, if the number
of directors falls below the minimum stated in section 1, at a special meeting
called by one remaining member of the Board. Notice of said meeting shall be
given in accordance with Article I, Section 4 and Article V. A director elected
to fill a vacancy shall serve until the next election of directors by the
shareholders, either, at the next annual meeting or at a special meeting duly
called for that purpose, and until the election and qualification of his
successor.

     Section 5. Compensation of Directors. The Board of Directors, irrespective
of any personal interest of any of its members, shall have authority to
establish reasonable compensation of directors for services rendered to the
Corporation as directors, officers or otherwise.



                                   ARTICLE III

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Location of Meetings. Meetings of the Board of Directors,
regular or special, may be held either within or without the Commonwealth of
Pennsylvania.


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     Section 2. First Meeting of New Board. The first meeting of each newly
elected Board of Directors shall be held immediately following the annual
meeting of shareholders at the place where such annual meeting is held. Such
meeting shall be designated as the annual meeting of the Board of Directors, 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.
Alternatively, the new Board of Directors may convene at such place and time as
shall be fixed by the consent in writing of all of its members.

     Section 3. Regular Meetings. Regular meetings of the Board of Directors may
be held with such frequency and at such time and place as shall from time to
time be determined by the Board. If the Board has so fixed the frequency, time
and place of regular meetings, no further notice thereof shall be necessary.

     Section 4. Special Meetings. Upon the written request of any two directors,
special meetings of the Board of Directors may be called by the Chairman or, in
his absence, by the President or, in the absence of both, by the Secretary. Five
days' written notice, if given by mail, or two days' written notice if given by
any other means, must be given to each director in accordance with Article V.

     Section 5. Quorum. A majority of the total number of directors in office
shall constitute a quorum for the transaction of business. If a quorum shall not
be present at any meeting of directors, the directors present may adjourn the
meeting from


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time to time until a quorum shall be present, giving notice of the time and
place at which the meeting will be reconvened by announcement at the adjourned
meeting and by telephone to directors not present at the adjourned meeting.

     Section 6. Required Vote. The vote of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors unless the act of a greater number is required by law, the Articles of
Incorporation or these By-laws.

     Section 7. Action by Consent. Any action required or permitted to be taken
at a meeting of directors or of a committee thereof may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed by
all directors or all members of the committee, as the case may be, and filed
with the Secretary of the Corporation.

     Section 8. Participation by Telephone. One or more members of the Board of
Directors or a committee thereof may participate in a meeting of the Board or
committee by means of a conference telephone or other similar communications
equipment by means of which all persons participating in the meeting can hear
each other.

     Section 9. Interested Directors or Officers; Quorum. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other Corporation, partnership,
association, or other organization in which one or more of its directors or
officers are


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directors or officers, or have a financial interest, shall be void or voidable
solely for such reason, or solely because the director or officer is present at
or participates in the meeting of the Board which authorizes the contract or
transaction, or solely because his, her or their votes are counted for such
purpose, if:

          (1) The material facts as to such interest and as to the contract or
     transaction are disclosed or are known to o the Board of Directors and the
     Board in good faith authorizes the contract or transaction by a vote
     sufficient for such purpose without counting the vote of the interested
     director or directors; or

          (2) The material facts as to such interest and as to the contract or
     transaction are disclosed or are known to the shareholders entitled to
     vote thereon, and the contract or transaction is specifically approved in
     good faith by vote of the shareholders; or

          (3) The contract or transaction is fair as to the Corporation as of
     the time it is authorized, approved or ratified, by the Board of Directors
     or the shareholders.

          Interested directors may be counted in determining the presence of a
     quorum at a meeting of the Board of Directors which authorizes a contract
     or transaction specified in this Section.



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                                   ARTICLE IV

                                   COMMITTEES

     Section .1. Election. The Board of Directors, by resolution adopted by a
majority of the full Board, may designate one or more committees, each committee
to consist of two or more directors of the Corporation. Any such committee, to
the extent provided by resolution of the Board of Directors, shall have and may
exercise all authority of the Board of Directors in the management of the
Corporation, except as otherwise required by law.

     Section 2. Minutes. All such committees shall keep regular minutes of their
proceedings and report the same to the Board when required.



                                    ARTICLE V

                                    NOTICES

     Section 1. Required Notices. Whenever under the provisions of applicable
law, the Articles of Incorporation or these By-laws any written notice is
required to be given to any director or shareholder, such notice shall be
delivered either personally or by first class mail or telegram, charges prepaid,
addressed to such director or shareholder at his address as it appears on the
records of the Corporation. If the notice is sent by mail or by telegraph, such
notice shall be deemed to be delivered when deposited in the United States mail
or with a telegraph office


                                     --11--

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for transmission. Notices given by any other means shall be deemed delivered
when received by the addressee.

     Section 2. Waiver of Notice. Whenever under the provisions of applicable
law, the Articles of Incorporation or these By-laws, any notice is required to
be given to any director or shareholder, a written waiver thereof signed by the
person or persons entitled to such notice, either before or after the time
stated therein, shall be deemed the equivalent to the giving of such notice.
Except in the case of a special meeting of shareholders, neither the business to
be transacted at nor the purpose of such meeting need be specified in the waiver
of notice of such meeting.


                                   ARTICLE VI

                                    OFFICERS

     Section 1. Offices; Election; Term. Except as otherwise provided by law,
the Articles of Incorporation or these By-laws, the officers of the Corporation
shall be chosen by the Board of Directors and shall be a Chairman of the Board,
a President, one or more Vice Presidents and/or Assistant Vice Presidents, a
Secretary and/or Assistant Secretaries, and a Treasurer and/or Assistant
Treasurer. Except as otherwise provided by law, any person may hold more than
one office. Officers shall hold office until their respective successors have
been elected and shall have qualified or until their earlier resignation or
removal, and if the Board of Directors shall fail in any year or years to meet


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and elect officers, the officers last elected shall continue to hold office.

     Section 2. Additional Officers and Agents. The Board of Directors may
appoint such other officers, including assistant secretaries and assistant
treasurers, and agents as it shall deem necessary. Such officers and agents
shall hold their respective offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by
resolution of the Board of Directors.

     Section 3. Salaries. The salaries of all officers of the Corporation shall
be fixed by the Board of Directors.

     Section 4. Removal; Vacancies. Any officer or agent may be removed by the
Board at any time with or without cause by the affirmative vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the Corporation
may be filled by the Board of Directors.

     Section 5. Chairman of the Board. The Chairman, who shall be elected from
among the directors, shall preside at all meetings of the shareholders and the
Board of Directors at which he shall be present.

     The Chairman shall be responsible for the formation of corporate policies,
which policies shall be subject to his sole approval. From time to time, written
statements of the policies as articulated by the Chairman shall be presented to
the Board for its information and comment. The Chairman shall disseminate
corporate policies to the chief executive officer for execution.

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He shall review and approve all plans and financing of capital expenditures and
shall sign all certificates of shares of stock of the Corporation.

     The Chairman shall be an ex officio member of all other committees of the
Corporation.

     The Chairman shall advise and consult with the President of the Corporation
and the chief executive officers of all subsidiaries and divisions of the
Corporation.

     The Chairman shall be responsible for the formulation and maintenance of
policies which shall promote and augment good relationships between the
Corporation, its subsidiaries and divisions and the communities, markets and
areas in which they conduct business to insure the maintenance of a strong
corporate image.

     The Chairman shall review and approve the hiring, compensation, profit
sharing and fringe benefits provided to the President.

     The Chairman shall have such other duties as from time to time may be
prescribed by the Board of Directors.

     Section 6. President. The President shall be, under the direction of the
Board of Directors, the chief executive officer of the Corporation and shall
have general charge and management of the Corporation's affairs and business and
shall perform such duties and exercise such powers as may be assigned to or
vested in him by these By-laws and the Board of Directors. He shall execute all
authorized contracts in the name of the Corporation.


                                     --14--

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In the absence of the Treasurer, he shall have authority to sign checks, drafts,
notes and orders for the payment of money. Subject to the approval of the Board
of Directors, he shall have the power to appoint such officers as he shall deem
appropriate or necessary from time to time, and he shall appoint and discharge
other employees and agents of the Corporation.

     Section 7. Vice President. The Vice President, or if there shall be more
than one, the vice presidents in the order determined by the Board of Directors,
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President. Each Vice President shall perform such
other duties and have such other powers as the Chairman, the President or the
Board of Directors may from time to time prescribe.

     Section 8. Secretary and Assistant Secretary. The Secretary shall attend
all meetings of shareholders and the Board of Directors and shall record the
proceedings of such meetings in books to be kept for that purpose and shall
perform like duties for any committee of directors when requested. He shall
give, or cause to be given, proper notice of all meetings of shareholders and
shall perform such duties as may be prescribed by the Board of Directors or the
Chairman or the President, under whose supervision he shall be. He shall have
custody of the corporate seal of the Corporation, and he shall have authority to
affix it to any instrument requiring it, and when so affixed it may be

<PAGE>

attested by his signature. He shall have charge of the share certificates book,
any transfer books or share ledgers and such other books and papers as the Board
of Directors may order. He shall keep at the registered office of the
Corporation a copy of the By-laws, including all amendments or alterations
thereto to date, certified to by him, and a share register, giving the names of
the shareholders in alphabetical order, and showing their respective addressees,
the number and classes of shares held by each, the number and date of
certificates issued for the shares and the number and date of cancellation of
every certificate surrendered for cancellation. The Assistant Secretary, or if
there shall be more than one, the assistant secretaries in the order determined
by the Board of Directors, shall, in the absence or disability of the Secretary,
perform the duties and exercise the powers (including affixation of the
corporate seal) of the secretary and shall perform such other duties and have
such other powers as the Chairman or the President or the Board of Directors may
from time to time prescribe.

     Section 9. Treasurer and Assistant Treasurer. The Treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements 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. He shall sign all checks, drafts, notes and orders for the
payment of money, and he shall


                                     --16--


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disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chairman, the President and the Board of Directors, at its regular meetings,
or when the Board of Directors so requires, an account of all his transactions
as Treasurer and of the financial condition of the Corporation. If required by
the Board of Directors, he shall give the Corporation a bond in such sum with
surety or sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation. The
Assistant Treasurer, or if there shall be more than one, the assistant
treasurers in the order determined by the Board of Directors, shall, in the
absence or disability of the Treasurer perform the duties and exercise the power
of the Treasurer and shall perform such other duties and have such other powers
as the Chairman or the President or the Board of Directors may from time to time
prescribe.


                                   ARTICLE VII

                             CERTIFICATES FOR SHARES

     Section 1. Issuance of Shares. The capital stock, including authorized but
previously unissued shares as well as treasury


                                     --17--


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shares, may be issued for such consideration, not less than the par value
thereof in the case of previously unissued shares having par value, as shall be
fixed from time to time by the Board of Directors.

     Section 2. Form of Certificates. The shares of stock of the Corporation
shall be represented by certificates signed by the Chairman and by the Treasurer
and shall be sealed with the seal of the Corporation or a facsimile thereof.

     Section 3. Lost Certificates. The Board of Directors may direct that a new
certificate be issued in place of any certificate previously issued by the
Corporation which is alleged to have been lost, stolen or destroyed. When
authorizing the issuance of a new certificate, the Board of Directors, in its
discretion and as a condition precedent to the issuance thereof, may require the
owner of such lost, stolen or destroyed certificate to give the Corporation a
bond sufficient to protect the Corporation from any claim that may be made
against it with respect to any such certificate alleged to have been lost,
stolen or destroyed.

     Section 4. Transfers of Shares. 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, the old certificate shall be cancelled, and the transaction shall be
recorded upon the books of the Corporation. No transfer shall


                                     --18--
<PAGE>


be made inconsistent with the provisions of the Uniform Commercial Code, 13 Pa.
Cons. Stat. ss. 8101, et seq., and its amendments and supplements.

     Section 5. Closing of Transfer Books. The Board of Directors may fix a
date, not more than fifty days prior to the date of any meeting of shareholders
or the date fixed for the payment of any dividend or distribution or the date
for the allotment of rights or the date when any change or conversion or
exchange of shares will be made or go into effect, as a record date for the
determination of the shareholders entitled to notice of, or to vote at, any such
meeting or entitled to receive payment of any such dividend or distribution or
to receive any such allotment of rights or to exercise the rights in respect to
any such change, conversion or exchange of shares. In such case, only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to notice of, or to vote at, such meeting or to receive payment of such
dividend or to receive such allotment of rights or to exercise such rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
Corporation after any record date fixed as aforesaid. If no record date is fixed
for the determination of shareholders entitled to receive notice of, or vote at,
a shareholders' meeting, transferees of shares which are transferred on the
books of the Corporation within ten days next preceding the date of such meeting
shall not be entitled to notice of or to vote at such meeting.



                                     --19--


<PAGE>


                                  ARTICLE VIII

            INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

     Section 1. Indemnification of Authorized Representatives in Third Party
Proceedings. The Corporation shall 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 (other than 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 (hereinafter "authorized representative"),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
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 third party action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of
any third party 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


                                     --20--


<PAGE>

criminal third party action or proceeding, had reasonable cause to believe that
his conduct was unlawful.

     Section 2. Indemnification of Authorized Representatives in Corporate
Proceedings. The Corporation shall 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 or investigative proceedings by the Corporation by reason of the fact
that he is or was an authorized representative against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with the
defense or settlement of such 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 interests of
the Corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the court of common pleas of the
county in which the registered office of the Corporation is located or the court
in which such action or suit was pending shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court of common pleas or such other court shall deem proper.

                                      -21-

<PAGE>


     Section 3. Mandatory Indemnification of Authorized Representatives. To the
extent that an authorized representative of the corporation has been successful
on the merits or otherwise in defense of any third party or corporate proceeding
or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses actually and reasonably incurred by such person in
connection therewith.

     Section 4. Determination of Entitlement to Indemnification. Any
indemnification under this Article (unless ordered by a court) shall be made by
the Corporation only as authorized in the specific case upon a determination
that indemnification of the authorized representative is proper in the
circumstances because he has met the applicable standard of conduct set forth in
the appropriate section of this Article. Such determination shall be made:

               (1) By the Board of Directors by a majority vote of a quorum
          consisting of directors who were not parties to such action, suit or
          proceeding, or

               (2) If such a quorum is not obtainable, or, even if obtainable, a
          majority vote of a quorum of disinterested directors so directs, by
          independent legal counsel in a written opinion, or

               (3) By the shareholders.


                                     --22--


<PAGE>


                                   ARTICLE IX

                               GENERAL PROVISIONS

     Section 1. Fiscal Year. The fiscal year of Corporation shall commence on
January 1 of each  year.

     Section 2. Seal. The seal of the Corporation shall be circular in form and
shall contain the words: "HISTORICAL TIMES, INC." and in the center the words
and figures "INCORPORATED PENNSYLVANIA 1960."

     Section 3. By-law Amendments. These By-laws may be altered, amended, or
repealed or new By-laws may be adopted by the vote of a majority of the
shareholders present at any annual or special meeting called for the purpose of
amending, altering, or repealing By-laws or the adoption of new By-laws. Notice
of any such special meeting shall be given at least two weeks prior to the date
thereof. With respect to those matters which are not by statute reserved
exclusively to the shareholders, the Board of Directors, by the affirmative vote
of at least two-thirds of the directors, may likewise amend, alter or repeal
By-laws and may adopt new By-laws in place thereof at a regular meeting or a
special meeting, written notice of the purpose of which shall have been given at
least two weeks prior to the date thereof. Such proposed amendment, repeal or
new By-laws, or a summary thereof, shall be set forth in any notice of such
meeting, whether annual, regular or special.



<PAGE>


                             HISTORICAL TIMES, INC.

                  UNANIMOUS WRITTEN ACTION OF SOLE SHAREHOLDER

                                  AND DIRECTORS

Cowles Media Company, owner of all of the issued and outstanding stock of
Historical Times, Inc. (the "Corporation"), and the undersigned individuals,
being all of the directors of the Corporation, hereby authorize and adopt the
following resolutions, effective for all periods ending on or after December 31,
1986.

          RESOLVED, that Article IX, Section 1 of the By-laws of the
          Corporation is hereby amended and restated so as to read in
          its entirely:

                    "The fiscal year of the Corporation shall
                    end on the Saturday nearest the last day of
                    March of each year."

          RESOLVED FURTHER, that the officers of the Corporation, and
          each of them, are authorized and directed to take any and
          all action which may be necessary or advisable to implement
          the foregoing resolution.

          RESOLVED FURTHER, that the Unanimous Written Action by which
          the foregoing resolutions are adopted may be executed in
          counterparts, all of which shall constitute a single action
          and document.


Date: June 19, 1987

                                             COWLES MEDIA COMPANY


                                             By:  /s/ [ILLEGIBLE]
                                                  --------------------
                                             Its: Vice President
                                                  --------------------

/s/ DAVID C. COX
--------------------                              -------------------------
David C. Cox, Director                            Warren B. Syer, Director


/s/ JAMES A. ALCOTT
--------------------                              ---------------------------
James A. Alcott, Director                         Robert H. Fowler, Director


/s/ JOHN S. COLE
--------------------
John S. Cole, Director



<PAGE>


                             COWLES MAGAZINES, INC.

                       WRITTEN ACTION OF SOLE STOCKHOLDER


Cowles Media Company, sole stockholder of Cowles Magazines, Inc., a Pennsylvania
corporation (the "Corporation'), hereby adopts the following resolution:

     RESOLVED, that Section 2 of ARTICLE IX of the By-Laws of the Corporation is
     hereby amended so as to read in its entirety as follows:

     "Section 2. Seal. The Corporation shall have no seal."

IN WITNESS WHEREOF, Cowles Media Company has executed this Written Action of
Sole Stockholder effective this 8th day of September  , 1988.



                                             COWLES MEDIA COMPANY


                                             By:  /s/ [ILLEGIBLE]
                                                  --------------------
                                             Its:   Vice President
                                                  --------------------