B Y L A W S

                                   OF

                      ADDVANTAGE MEDIA GROUP, INC.


                                ARTICLE I

                                 OFFICES

     SECTION   1.01.   Registered  Office  and  Registered   Agent.   The
registered  office  and  registered agent shall  be  designated  in  duly
adopted  actions  of the Board of Directors. Each registered  office  and
registered  agent  may be changed from time to time  by  a  duly  adopted
action  of  the  Board of Directors, and the Corporation  shall  file  an
appropriate statement of change of registered office or registered  agent
promptly  after  the taking of such action in accordance with  applicable
law.

     SECTION  1.02.  Other Offices. The Corporation may also have offices
at  such other places within or without the state of incorporation of the
Corporation as the Board of Directors may from time to time determine  or
the business of the Corporation requires.


                               ARTICLE II

                              SHAREHOLDERS

     SECTION 2.01.  Place of Meeting. All meetings of the shareholders of
the  Corporation shall be held at the principal executive office  of  the
Corporation  unless otherwise determined by the Board  of  Directors  and
specified in the notice of meeting, in which event the meeting  shall  be
held  at the place within or without the state of incorporation as  shall
be designated in the notice of such meeting.

     SECTION  2.02.  Annual Meeting. The Board of Directors may  fix  the
date  and time of the annual meeting of the shareholders, but if no  such
date and time is fixed by the Board, the annual meeting shall be held  on
a  fourth  Tuesday in January, if not a legal holiday,  and  if  a  legal
holiday  then  on the next succeeding business day, at 10:00  a.m.  local
time. At the annual meeting, the shareholders then entitled to vote shall
elect directors and shall transact such other business as may properly be
brought before the meeting.

     SECTION   2.03.    Special  Meetings.  Special   meetings   of   the
shareholders of the Corporation may be called for any purpose or purposes
for which meetings may lawfully be called at any time by the President or
by  a  majority of the Board of Directors, and shall be called after  the
Corporation's  receipt of the request in writing of  shareholders  owning
one-fourth  of the amount of the entire capital stock of the  Corporation
issued  and outstanding and entitled to vote. Every request for a special

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meeting shall state the specific purpose or purposes of the meeting.  The
date  of the meeting shall be held at such date and time as the Board  of
Directors  may  fix, not less than 10 nor more than  60  days  after  the
receipt  of the request, and the Secretary shall give due notice thereof.
If  the  Board of Directors shall neglect or refuse to fix the  time  and
date of such meeting and cause the Secretary to give notice thereof,  the
person or persons calling the meeting may do so.

     SECTION 2.04.  Notice of Meetings. Written notice of the place, date
and hour of every meeting of the shareholders, whether annual or special,
shall  be  given to each shareholder of record entitled to  vote  at  the
meeting  not  less than 10 nor more than 60 days before the date  of  the
meeting.  Every  notice of a special meeting shall state the  purpose  or
purposes thereof.

     SECTION 2.05.  Quorum and Adjournment Meeting. The record holders of
a  majority  of the stock issued and outstanding (not including  treasury
stock) and entitled to vote thereat, present in person or represented  by
proxy, shall constitute a quorum at all meetings of the shareholders  for
the  transaction of business, except as otherwise provided by law, by the
Corporation's  Certificate  of Incorporation  or  by  these  Bylaws.  If,
however,  such quorum shall not be present or represented at any  meeting
of  the  shareholders, the shareholders entitled to vote thereat, present
in  person  or  represented by proxy, shall have  power  to  adjourn  the
meeting from time to time, without notice other than announcement at  the
meeting,  until  a quorum shall be present or represented.  At  any  such
adjourned  meeting,  at  which a quorum shall be  present  in  person  or
represented  by  proxy, any business may be transacted which  might  have
been  transacted at the meeting as originally notified. When a quorum  is
present  at any meeting, the vote of the holders of the majority  of  the
stock having voting power present in person or represented by proxy shall
decide all questions brought before such meeting, unless the question  is
one   upon   which,  by  expressed  provision  of  applicable  law,   the
Corporation's Certificate of Incorporation or these Bylaws,  a  different
vote is required, in which case such expressed provision shall govern and
control the decision of such question. The shareholders present in person
or  represented by proxy at a duly organized meeting at which a quorum is
present  may  continue to do business until adjournment,  notwithstanding
withdrawal of enough shareholders to leave less than a quorum.

     SECTION  2.06.  Conduct of Meetings. All annual and special meetings
of  shareholders  shall be conducted in accordance with  such  rules  and
procedures  as  the  Board  of Directors may  determine  subject  to  the
requirements  of applicable law and, as to matters not governed  by  such
rules  and  procedures, as the chairman of such meetings shall determine.
The  Chairman of any annual or special meeting of shareholders  shall  be
the President of the Corporation. The Secretary, or in the absence of the
Secretary, a person designated by the chairman of the meeting, shall  act
as secretary of the meeting.

     SECTION  2.07.   Voting. At every meeting of the shareholders,  each
shareholder shall be entitled to one vote in person or by proxy for  each
share  of  capital  stock  having voting power held  of  record  by  such
shareholder. No proxy shall be voted on after three years from its  date,
unless the proxy provides for a longer period.

     SECTION  2.08.   Consent of Shareholders in  Lieu  of  Meeting.  Any
action  required  to  be  taken  at any  annual  or  special  meeting  of
shareholders of the Corporation, or any action which may be taken at  any
annual  or  special meeting of such shareholders, may be taken without  a
meeting, without prior notice and without a vote, if a consent in writing

                                -2-

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setting  forth  the  action so taken shall be signed by  the  holders  of
outstanding stock having not less than the minimum number of  votes  that
would be necessary to authorize the taking of such action at a meeting at
which  all shares entitled to vote thereon were present and voted. Prompt
notice  of the taking of action by the shareholders without a meeting  by
less  than unanimous written consent shall be given to those shareholders
entitled to vote on the action who have not consented in writing to  such
action.

     SECTION   2.09.   Voting  Lists.  The  Secretary  shall  cause   the
Corporation  to  prepare at least ten (10) days before every  meeting  of
shareholders a complete list of the shareholders entitled to vote at  the
meeting.  The  list shall be arranged in alphabetical order  showing  the
address  of each shareholder and the number of shares registered  in  the
name  of each shareholder. Such list shall be open to the examination  of
any shareholder for any lawful purpose during ordinary business hours for
a  period  of at least ten (10) days prior to the meeting either  at  the
principal  executive office of the Corporation or at the place where  the
meeting  is  to be held. The list shall also be available  and  open  for
inspection  during the whole time of the meeting and may be inspected  by
any shareholder or authorized representative who is present.


                               ARTICLE III

                           BOARD OF DIRECTORS

     SECTION 3.01.  Powers. The Board of Directors shall have full  power
to manage the business and affairs of the Corporation; and all, powers of
the  Corporation, except those specifically reserved to the  shareholders
by  law,  the  Certificate of Incorporation or these Bylaws,  are  hereby
granted to and vested in the Board of Directors.

     SECTION 3.02.  Number, Qualifications and Term of Office. The  Board
of  Directors  shall  consist  of such number  of  directors  as  may  be
determined  from  time to time by resolution of the Board  of  Directors;
provided  that the Board shall consist of not less than one (1) nor  more
than  nine (9) persons. No director need be an officer or shareholder  of
the  Corporation but each director shall be a natural person 21 years  of
age or older. Each Director shall serve until the next annual meeting  of
the  shareholders or until his successor shall have been duly elected and
qualified, except in the event of his death, resignation or removal.

     SECTION 3.03.  Vacancies. Any director may be removed, either for or
without cause, at any meeting of shareholders by the affirmative vote  of
a  majority in number of shares of the shareholders present in person  or
by  proxy at such meeting and entitled to vote for the election  of  such
director, provided notice of the intention to act upon such matter  shall
have  been given in the notice calling such meeting. Vacancies and  newly
created  directorships  resulting from any  increase  in  the  authorized
number of Directors may be filled by a majority of the Directors then  in
office,  though less than a quorum, or by a sole remaining Director,  and
any  Director so chosen shall hold office until the next annual  election
or  until  his successor is duly elected and qualified. If there  are  no
Directors  in office, then an election of Directors may be  held  in  the
manner  provided by law. If, at the time of filling any  vacancy  or  any
newly created directorship, the Directors then in office shall constitute

                                -3-

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less than a majority of the whole Board (as constituted immediately prior
to  any  such  increase),  a court of competent  jurisdiction  may,  upon
application of shareholders holding of record at least 10 percent of  the
total  number of the shares at the time outstanding having the  right  to
vote  for such Directors, summarily order an election to be held to  fill
any  such  vacancies or newly created directorships  or  to  replace  the
Directors chosen by the Directors then in office.

     SECTION  3.04.   Resignations. Any Director of the  Corporation  may
resign  at  any time by giving written notice to the Board of  Directors,
the President or the Secretary of the Corporation. Such resignation shall
take  effect  upon receipt by the Corporation of such notice  or  at  any
later time specified therein and, unless otherwise specified therein, the
acceptance  of  such  resignation shall  not  be  necessary  to  make  it
effective.

     SECTION  3.05.   Organization. At every  meeting  of  the  Board  of
Directors,  the  Director chosen by a majority of the Directors  present,
shall  preside,  and  the  Secretary, or,  in  his  absence,  the  person
appointed by the chairman of the meeting, shall act as secretary  of  the
meeting.

     SECTION 3.06.  Place of Meeting. The Board of Directors may hold its
meetings,  both  regular and special, at such place or places  within  or
without  the  state of incorporation as the Board of Directors  may  from
time to time select, as designated in the notice calling the meeting.

     SECTION  3.07.   Organizational Meeting. The first meeting  of  each
newly elected Board of Directors shall be held without notice immediately
following  the  annual meeting of shareholders, unless  the  shareholders
shall determine otherwise.

     SECTION  3.08.  Regular Meetings. Regular meetings of the  Board  of
Directors may be held without notice at such time and place as  shall  be
designated  from time to time by a duly adopted action of  the  Board  of
Directors.

     SECTION  3.09.  Special Meetings. Special meetings of the  Board  of
Directors  shall be held whenever called by two or more of the Directors.
Notice  of  each  special  meeting shall be given  to  each  director  by
telephone, telegram, telecopy, in writing or in person at least 24  hours
(in  the  case of notice by telephone, in person or actual notice however
received) or 48 hours (in the case of notice by telegram, or telecopy  or
similar  wire communication) or five (5) days (in the case of  notice  by
mail  or  otherwise) before the time at which the meeting is to be  held.
Each  such notice shall state the date, time and place of the meeting  to
be so held.

     SECTION 3.10  Quorum and Adjourned Meetings. At all meetings of  the
Board  a  majority  of the Directors shall constitute a  quorum  for  the
transaction  of  business,  and the act of a majority  of  the  Directors
present at any meeting at which there is a quorum shall be the act of the
Board  of Directors, except as may be otherwise specifically provided  by
law  or  by  the Certificate of Incorporation. If a quorum shall  not  be
present  at  any  meeting of the Board of Directors, a  majority  of  the
Directors  present  thereat may adjourn the meeting from  time  to  time,
without  notice  other than announcement at the meeting, until  a  quorum
shall be present.

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     SECTION  3.11.  Unanimous Consent of Directors in Lieu  of  Meeting.
Unless  otherwise  restricted by law the Certificate of Incorporation  or
these Bylaws, any action required or permitted to be taken at any meeting
of  the  Board  of  Directors or of any Committee thereof  may  be  taken
without a meeting, without prior notice and without a vote if all members
of  the  Board or the Committee, as the case may be, consent  thereto  in
writing either before or after the taking of action with respect thereto.
The written consent shall be filed with the minutes of proceedings of the
Board or the Committees.

     SECTION  3.12.   Executive  and  Other  Committees.  The  Board   of
Directors  may, by resolution adopted by a majority of the  whole  Board,
designate  an Executive Committee and one or more other committees,  each
committee to consist of one or more Directors. Any such Committee to  the
extent  provided  in the resolution establishing such Committee  and  not
otherwise  restricted or limited by applicable law or the Certificate  of
Incorporation  or the Bylaws, shall have and may exercise all  the  power
and authority of the Board of Directors in the management of the business
and  affairs  of  the Corporation, including the power  or  authority  to
declare  a  dividend,  to authorize the issuance of  stock,  to  adopt  a
certificate  of  ownership and merger and to authorize the  seal  of  the
Corporation to be affixed to all papers which may require it; but no such
Committee shall have the power or authority in reference to (1)  amending
the  Certificate of Incorporation (except that a Committee  may,  to  the
extent  authorized  in the resolution or resolutions  providing  for  the
issuance  of  shares of the stock adopted by the Board of  Directors,  as
permitted by applicable law, fix any of the preferences or rights of such
shares  relating to dividends, redemption, dissolution, any  distribution
of  assets of the Corporation or the conversion into, or the exchange  of
such shares for, shares of any other class or classes or any other series
of  the  same or any other class or classes of stock of the Corporation),
(2) adopting an agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially  all  of
the   Corporation's  property  and  assets,  (3)  recommending   to   the
shareholders  the  dissolution of the Corporation or a  revocation  of  a
dissolution,  or  (4)  amending  the  Bylaws  of  the  Corporation.  Such
Committee  or  Committees  shall have  such  name  or  names  as  may  be
determined  from  time  to time by resolution adopted  by  the  Board  of
Directors. Each Committee shall keep regular minutes of its meetings  and
file the same with the minutes of the Board of Directors.

     SECTION   3.13.    Compensation  of  Directors.   Unless   otherwise
restricted by law, the Certificate of Incorporation or these Bylaws,  the
Board  of  Directors shall have the authority to fix the compensation  of
Directors.  The  Directors shall be reimbursed  their  actual  reasonable
expenses,  if any, of attendance at any meeting of the Board of Directors
and  any Committee thereof and may be paid a fixed sum for attendance  at
each  such  meeting  or  a fixed salary as determined  by  the  Board  of
Directors.  No such payment shall preclude any Director from serving  the
Corporation in any other capacity and receiving compensation therefor.

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                               ARTICLE IV

                           NOTICES OF MEETINGS

     SECTION  4.01.  Notice. Whenever notice is required to be  given  to
any  Director or shareholder, it shall not be construed to mean  personal
notice,  but  such notice may be given in writing, by mail, addressed  to
such Director or shareholder, at his address as it appears on the records
of  the Corporation, with postage thereon prepaid, and such notice  shall
be deemed to be given at the time when the same shall be deposited in the
United  States mail. Notice to Directors may also be given in  accordance
with Section 3.09 of Article III hereof.

     SECTION 4.02.  Waivers of Notice. Whenever any notice is required to
be  given,  a waiver thereof in writing, signed by the person or  persons
entitled to such notice, whether before or after the time stated therein,
shall  be deemed equivalent to the giving of such notice. Except  in  the
case  of  a special meeting of shareholders and as otherwise required  by
law,  neither the business to be transacted at, nor the purpose  of,  any
regular  or special meeting of the shareholders, Directors, or  Committee
of  Directors need be specified in any written waiver of notice  of  such
meeting.

     SECTION   4.03.   Conference  Telephone  Meetings.   One   or   more
shareholders,  Directors  or  members of a  Committee  of  Directors  may
participate in a meeting of the shareholders, Board, or of a Committee of
the  Board,  by  means of conference telephone or similar  communications
equipment provided that all persons participating in the meeting can hear
each  other  and participate in discussions thereof. Participation  in  a
meeting  pursuant to this section shall constitute presence in person  at
such meeting.


                                ARTICLE V

                                OFFICERS

     SECTION  5.01  Number, Qualifications and Designation. The  officers
of  the  Corporation shall be chosen by the Board of  Directors  and  may
include  a  President,  one  or  more Vice  Presidents,  a  Secretary,  a
Treasurer,  and such other officers as may be elected in accordance  with
the  provisions of Section 5.03 of this Article. One person may hold more
than  one  office.  Officers  may  be, but  need  not  be,  Directors  or
shareholders of the Corporation. The Board of Directors may from time  to
time elect such other officers as it deems necessary or appropriate,  who
shall  exercise  such powers and perform such duties as are  provided  in
these  Bylaws  and  as  the Board of Directors  may  from  time  to  time
determine.

     SECTION 5.02  Election, Term of Office and Removal. The officers  of
the  Corporation shall be elected annually by the Board of Directors, and
each  such  officer shall hold his office until his successor shall  have
been  elected and qualified, or until his earlier death, resignation,  or
removal.  Any officer may resign at any time upon written notice  to  the
Corporation.  Such  resignation shall take effect  upon  receipt  by  the
Corporation of such notice.

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<PAGE>

     SECTION  5.03  Removal of Officers. Any officer or agent elected  or
appointed by the Board of Directors may be removed at any time,  with  or
without  cause, by the affirmative vote of a majority of the whole  Board
of  Directors. If any office becomes vacant for any reason,  the  vacancy
may be filled by the Board of Directors.

     SECTION  5.04   The  President. The President  shall  be  the  Chief
Executive  Officer of the Corporation and shall have general  supervisory
responsibility  over all operations of the Corporation,  subject  to  the
control of the Board of Directors. He shall execute and deliver,  in  the
name  of  the Corporation, deeds, mortgages, bonds, contracts, powers  of
attorney  or  other  instruments, authorized by the Board  of  Directors,
except  in  cases  where  the  signing and  execution  thereof  shall  be
expressly delegated by the Board of Directors or by these Bylaws to  some
other officer or agent of the Corporation; and, in general, the President
shall  perform  all  duties  incident to the office  of  Chief  Executive
Officer  of the Corporation, and such other duties as from time  to  time
may be assigned to him by the Board of Directors.

     SECTION 5.05  The Vice Presidents. The Vice Presidents in the  order
of the designation by the Board of Directors, shall perform the duties of
the  President in his absence and such other duties as may from  time  to
time be assigned to them by the Board of Directors or by the President.

     SECTION 5.06  The Secretary. The Secretary shall attend all meetings
of  the shareholders, the Board of Directors and Committees thereof shall
record  the minutes of the proceedings thereat and shall keep  a  current
and  complete  record  thereof. The Secretary  shall  publish,  keep  and
maintain records and reports of the Corporation as required by law; shall
be  the  custodian  of the seal of the Corporation and  see  that  it  is
affixed  to  all  documents to be executed on behalf of  the  Corporation
under its seal; and, in general, shall perform all duties incident to the
office  of  Secretary and such other duties as may from time to  time  be
assigned  to  him  by  the  Board of Directors  or  the  President.  Each
Assistant Secretary shall have such powers and perform such duties as the
Board of Directors or the President may from time to time prescribe.

     SECTION  5.07   The  Treasurer. The Treasurer  shall  be  the  Chief
Financial Officer of the Corporation; shall have responsibility  for  the
proper care and custody of all corporate funds and securities; shall keep
full,  accurate and complete records, receipts and disbursements  of  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 disburse the funds  of
the  Corporation  as  may be ordered by the Board  of  Directors,  taking
proper vouchers for such disbursements, and shall render a report to  the
Board of Directors, whenever requested, of the financial condition of the
Corporation,  and  shall  perform such  other  duties  as  the  Board  of
Directors may prescribe. Each Assistant Treasurer shall have such  powers
and  perform  such duties as the Board of Directors or the President  may
from time to time delegate.

     SECTION 5.08  Assistant Officers. The Board of Directors may appoint
one  or  more  assistant officers. Each assistant officer shall,  at  the
request of or in the absence or disability of the officer to whom  he  is
an  assistant,  perform the duties of such officer and  shall  have  such
other  authority and perform such other duties as the Board of  Directors
may prescribe.

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     SECTION  5.09   Bonds. If required by the Board  of  Directors,  any
officer shall give the Corporation a bond in such form, in such sum,  and
with  such surety or sureties as shall be satisfactory to the Board,  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 their possession or under  their
control belonging to the Corporation.

     SECTION  5.10   Salaries.  The  salaries  of  the  officers  of  the
Corporation shall be fixed from time to time by the Board of Directors.


                               ARTICLE VI

                          CERTIFICATES OF STOCK

     SECTION  6.01   Issuance. Each shareholder shall be  entitled  to  a
certificate  or  certificates  representing  shares  of  stock   of   the
Corporation owned of record by him upon his request therefor.  The  stock
certificates of the Corporation shall be numbered and registered  in  the
stock   ledger  and  transfer  books  of  the  Corporation   as   issued.
Certificates shall be signed by the President or a Vice President and  by
the  Secretary,  an Assistant Secretary, the Treasurer  or  an  Assistant
Treasurer,  and  shall  bear  the corporate  seal.  Any  or  all  of  the
signatures  and  the  corporate  seal upon  such  certificate  may  be  a
facsimile,  engraved or printed. In case any officer, transfer  agent  or
registrar  who has signed, or whose facsimile signature has  been  placed
upon,  any  share  certificate shall have  ceased  to  be  such  officer,
transfer  agent or registrar, the certificate shall be valid and  of  the
same  force  and  effect as if he continued to be such officer,  transfer
agent or registrar.

     SECTION  6.02   Transfer. Upon surrender to the Corporation  or  the
transfer  agent  of  the  Corporation of a certificate  for  shares  duly
endorsed or accompanied by proper evidence of succession, assignation  or
authority to transfer, it shall be the duty of the Corporation to issue a
new   certificate  to  the  person  entitled  thereto,  cancel  the   old
certificate and record the transaction upon its books. No transfer  shall
be made which would be inconsistent with law.

     SECTION  6.03   Stock  Certificates.  Stock  certificates   of   the
Corporation shall be in such form as provided by statute and approved  by
the  Board  of  Directors. The stock transfer books and the  blank  stock
certificate  books  shall  be  kept by the Secretary  or  by  any  agency
designated by the Board of Directors for that purpose.

     SECTION 6.04  Lost, Stolen, Destroyed or Mutilated Certificates. The
Board  of  Directors may direct a new certificate or certificates  to  be
issued in place of any certificate or certificates theretofore issued  by
the  Corporation alleged to have been lost, stolen or destroyed upon  the
receipt  by  the Corporation of an affidavit of that fact by  the  person
claiming  the certificate of stock to be lost, stolen or destroyed.  When
authorizing  issuance of a replacement certificate or  certificates,  the
Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed

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<PAGE>

certificate  or certificates, or his legal representative,  to  give  the
Corporation a bond in such sum as it may direct as indemnity against  any
claim  that  may  be  made against the Corporation with  respect  to  the
certificate alleged to have been lost, stolen or destroyed.

     SECTION  6.05.   Record Holder of Shares. The Corporation  shall  be
entitled to recognize the exclusive right of a person registered  on  its
books  as the record and beneficial owner of shares to receive dividends,
to exercise voting rights and for all purposes; and the Corporation shall
not be bound to recognize any equitable or other claim to or interest  in
such  shares  on  the part of any other- person, even if the  Corporation
shall have notice thereof.

     SECTION  6.06.   Determination of Record Date.  In  order  that  the
Corporation may determine the shareholders entitled to notice  of  or  to
vote  at  any meeting of shareholders or any adjournment thereof,  or  to
express consent to corporate action in writing without a meeting,  or  to
receive payment of any dividend or other distribution or allotment of any
rights, or to exercise any rights in respect of any change, conversion or
exchange  of  stock  or for the purpose of any other lawful  action,  the
Board of Directors may fix a record date, which shall not be more than 60
nor  less  than  10  days before the date of such meeting  or  any  other
action.

     If no record date is fixed:

     (1)  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 day next preceding the day on  which
          notice  is  given, or, if notice is waived,  at  the  close  of
          business on the day next preceding the day on which the meeting
          is held.

     (2)  The  record  date  for  determining  shareholders  entitled  to
          express  consent  to  corporate action  in  writing  without  a
          meeting,  when  no prior action by the Board  of  Directors  is
          necessary, shall be the day on which the first written  consent
          is expressed.

     (3)  The  record  date for determining shareholders  for  any  other
          purpose  shall be at 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.


                               ARTICLE VII

               INDEMNIFICATION OF DIRECTORS, OFFICERS AND
                    OTHER AUTHORIZED REPRESENTATIVES

     SECTION  7.01.   Indemnification  of Authorized  Representatives  in
Third Party Proceedings. To the maximum extent not prohibited by law, the
Corporation  shall  indemnify any person who was  or  is  an  "authorized
representative" of the Corporation (which shall mean for purposes of this

                               -9-

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Article a Director or officer of the Corporation, or a person serving  at
the request of the Corporation as a director, officer, partner or trustee
of  another  corporation,  partnership, joint  venture,  trust  or  other
business enterprise) and who was or is a "party" (which shall include for
purposes  of this Article the giving of testimony or similar involvement)
or  is  threatened  to  be made a party to any "third  party  proceeding"
(which shall mean for purposes of this Article any threatened, pending or
completed   action,   suit  or  proceeding,  whether   civil,   criminal,
arbitration, administrative or investigative other than an action  by  or
in  the  right of the Corporation) by reason of the fact that such person
was  or  is  an  authorized  representative of the  Corporation,  against
expenses  (which  shall include for purposes of this  Article  attorneys'
fees  and  expenses),  judgments, penalties, fines and  amounts  paid  in
settlement  actually and reasonably incurred by such person in connection
with  such third party proceeding if such person acted in good faith  and
in  a  manner such person reasonably believed to be in or not opposed  to
the  best  interests of the Corporation and, with respect to any criminal
third  party  proceeding (which could or does lead to  a  criminal  third
party  proceeding) had no reasonable cause to believe  such  conduct  was
unlawful.  The  termination of any third party  proceeding  by  judgment,
order,  settlement,  indictment,  conviction  or  upon  a  plea  of  nolo
contendere  or  its equivalent shall not of itself create  a  presumption
that  the  authorized representative did not act in good faith and  in  a
manner  which such person reasonably believed to be in or not opposed  to
the  best  interests of the Corporation and, with respect to any criminal
third party proceeding, had reasonable cause to believe that such conduct
was unlawful.

     SECTION  7.02.   Indemnification  of Authorized  Representatives  in
Corporate Proceedings. The Corporation shall indemnify any person who was
or is an authorized representative of the Corporation and who was or is a
party  or  is threatened to be made a party to any "corporate proceeding"
(which shall mean for purposes of this Article 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 proceeding by the Corporation)
by  reason  of  the  fact  that  such person  was  or  is  an  authorized
representative  of  the  Corporation,  against  expenses   actually   and
reasonably  incurred  by such person in connection with  the  defense  or
settlement  of such corporate action if such person acted in  good  faith
and  in a manner reasonably believed to be in or not opposed to the  best
interests  of  the Corporation; 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 to the Corporation, unless and only
to  the  extent  that a court of competent jurisdiction  shall  determine
that,  despite  the  adjudication of liability but in  view  of  all  the
circumstances of the case, such authorized representative is  fairly  and
reasonably  entitled  to be indemnified to the extent  such  court  shall
order.

     SECTION    7.03.     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 proceeding 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 7.04.  Determination of Entitlement to Indemnification.  Any
indemnification under Section 7.01, 7.02 or 7.03 of this Article  (unless

                               -10-

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  such
person  has either met the applicable standards of conduct set  forth  in
Section 7.01 or 7.02 or has been successful on the merits or otherwise as
set forth in Section 7.03 and that the amount requested has been actually
and reasonably incurred. Such determination shall be made:

     (1)  By  the Board of Directors by a majority of a quorum consisting
          of  Directors  who  were not parties to  such  third  party  or
          corporate proceeding; or

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

     (3)  By the shareholders.

     SECTION  7.05.  Advancing Expenses. Expenses actually and reasonably
incurred in defending a third party or corporate proceeding shall be paid
on  behalf of an authorized representative by the Corporation in  advance
of  the final disposition of such third party or corporate proceeding  as
authorized  in the manner provided in Section 7.04 of this  Article  upon
receipt   of   an   undertaking  by  or  on  behalf  of  the   authorized
representative  to  repay  such  amount unless  it  shall  ultimately  be
determined  that  such  person  is entitled  to  be  indemnified  by  the
Corporation as authorized in this Article. The financial ability of  such
authorized  representative  to  make  such  repayment  shall  not  be   a
prerequisite to the making of an advance.

     SECTION 7.06.  Employee Benefit Plans. For purposes of this Article,-
the   Corporation  shall  be  deemed  to  have  requested  an  authorized
representative to serve an employee benefit plan where the performance by
such  person  of  duties to the Corporation also imposes  duties  on,  or
otherwise  involves services by, such person to the plan or  participants
or  beneficiaries  of the plan; excise taxes assessed  on  an  authorized
representative  with  respect to an employee  benefit  plan  pursuant  to
applicable  law shall be deemed "fines"; and action taken or  omitted  by
such  person  with respect to an employee benefit plan in the performance
of  duties for a purpose reasonably believed to be in the interest of the
participants and beneficiaries of the plan shall be deemed to  be  for  a
purpose which is not opposed to the best interests of the Corporation.

     SECTION  7.07.   Scope  of  Article.  The  indemnification  of   and
advancement  of expenses to authorized representatives, as authorized  by
this  Article, shall (1) not be deemed exclusive of any other  rights  to
which  those  seeking indemnification or advancement of expenses  may  be
entitled   under   any  statute,  agreement,  vote  of  shareholders   or
disinterested  Directors or otherwise, both as to action in  an  official
capacity  and  as  to action in another capacity, (2) continue  as  to  a
person who has ceased to be an authorized representative and (3) inure to
the benefit of the heirs, executors and administrators of such a person.

     SECTION 7.08.  Reliance on Provisions. Each person who shall act  as
an  authorized representative of the Corporation shall be  deemed  to  be
doing  so  in  reliance upon rights of indemnification provided  by  this
Article.

                               -11-

<PAGE>

     SECTION  7.09.   Insurance. The Corporation may  but  shall  not  be
obligated to purchase and maintain insurance at its expense on behalf  of
any  person  who  is  or  was  an authorized representative  against  any
liability  asserted against him in such capacity or arising  out  of  his
status  as such, whether or not the Corporation would have the  power  to
indemnify him against such liability.


                              ARTICLE VIII

                           GENERAL PROVISIONS

     SECTION  8.01.  Dividends. Dividends upon the capital stock  of  the
Corporation,   subject   to  the  provisions  of   the   Certificate   of
Incorporation, if any, may be declared by the Board of Directors  at  any
regular  or  special  meeting  only out of  funds  or  property  lawfully
available  therefor, pursuant to law. Dividends may be paid in  cash,  in
property,  or in shares of the capital stock of the Corporation,  subject
to  the provisions of the Certificate of Incorporation. Before payment of
any  dividend, there may be set aside out of any funds of the Corporation
available  for dividends such sum or sums as the Directors from  time  to
time,  in its absolute discretion, thinks proper as a reserve or reserves
to  meet contingencies, or for equalizing dividends, or for repairing  or
maintaining any property of the Corporation, or for such other purpose as
the  Directors shall think conducive to the interest of the  Corporation,
and  the Board of Directors may modify or abolish any such reserve in the
manner in which it was created.

     SECTION  8.02.   Annual Statements. The Board of Directors,  through
the  officers  of the Corporation, shall present at each annual  meeting,
and at any special meeting of the shareholders when called for by vote of
the  shareholders,  a  full  and  clear statement  of  the  business  and
condition of the Corporation.

     SECTION  8.03.   Contracts. Except as otherwise  provided  in  these
Bylaws,  the Board of Directors may authorize any officer or officers  or
any  agent or agents to enter into any contract or to execute and deliver
any  instrument  on behalf of the Corporation and such authority  may  be
general or confined to specific instances.

     SECTION 8.04.  Checks. All checks, notes, bills of exchange or other
orders in writing shall be signed by such person or persons as the  Board
of Directors may from time to time designate.

     SECTION  8.05.   Corporate  Seal.  The  corporate  seal  shall  have
inscribed  thereon  the  name  of  the  Corporation,  the  year  of   its
organization   and  the  words  "Corporate  Seal",  and  the   state   of
incorporation of the Corporation. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

     SECTION  8.06.   Deposits.  All funds of the  Corporation  shall  be
deposited  from  time  to time to the credit of the Corporation  in  such
banks,  trust companies, or their depositories as the Board of  Directors

                               -12-

<PAGE>

may  approve or designate; and all such funds may be withdrawn only  upon
checks  or  withdrawal requests signed by such one or  more  officers  or
employees as the Board of Directors shall from time to time determine.

     SECTION  8.07.   Amendment of Bylaws. These Bylaws may  be  altered,
amended  or repealed or new bylaws may be adopted by the shareholders  or
by  the Board of Directors, at any regular meeting of the shareholders or
of  the  Board of Directors or at any special meeting of the shareholders
or  of  the  Board of Directors if notice of such alteration,  amendment,
repeal  or  adoption  of new bylaws be contained in the  notice  of  such
special meeting.

     SECTION 8.08.  Fiscal Year. The fiscal year of the Corporation shall
begin  on  the first day of October and end on the last day of September,
unless otherwise provided by resolution of the Board of Directors.

     SECTION  8.09.   Interested Directors. No  contract  or  transaction
between the Corporation and one or more of its Directors or officers,  or
between  the  Corporation and any other company, partnership, association
or  other  organization in which one or more of its Directors or officers
are directors or officers or have a financial interest, shall be void  or
voidable  solely  for  this reason, or solely  because  the  Director  or
officer  is  present at or participates in the meeting of  the  Board  of
Directors   or  Committee  thereof  which  authorizes  the  contract   or
transaction,  or  solely because his or their vote is  counted  for  such
purpose;  if: (1) the material facts as to his relationship  or  interest
are  disclosed to the Board or the Committee, and the Board or  Committee
in  good  faith authorizes the contract or transaction by the affirmative
vote  of  a  majority  of the disinterested Directors,  even  though  the
disinterested Directors be less than a quorum; or (2) the material  facts
as  to  his  relationship or interest are disclosed to  the  shareholders
entitled to vote therein, 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 a Committee
thereof  or  the  shareholders. Common or  interested  Directors  may  be
counted in determining the presence of a quorum at a meeting of the Board
or of a Committee which authorizes the contract or transaction.

     SECTION  8.10.   Form  of  Records. Any records  maintained  by  the
Corporation  in the regular course of its business, including  its  stock
ledger, books of account and minute books, may be kept on, or be  in  the
form of, punch cards, magnetic tape, photographs, microphotographs or any
other  information storage device, provided that the records so kept  can
be  converted  into  clearly legible form within a reasonable  time.  The
Corporation  shall convert any records so kept upon the  request  of  any
person entitled to inspect the same.

                               -13-

<PAGE>

                         BYLAW AMENDMENT


     By  unanimous consent to action in lieu of a special meeting
of  the Board of Directors of ADDvantage Media Group, Inc., dated
January  31,  1992,  the  Directors of  the  Corporation  amended
Section 2.02 Article II of the Bylaws to read as follows

     "The  Board  of Directors may fix the date and time  of  the
annual meeting of the shareholders, but if no such date and  time
is  fixed by the Board, the annual meeting shall be held  on  the
fourth  Tuesday in May, if not a legal holiday, and  if  a  legal
holiday  then on the next succeeding business day, at 10:00  a.m.
local time."

     The  original  signed  consent can be found  under  the  tab
marked  "Minutes"  in date order. A copy of the  consent  can  be
found behind the Bylaws.