<PAGE>

                             AMENDED AND RESTATED BY-LAWS

                                          OF

                             PLATINUM ENTERTAINMENT, INC.


                                      ARTICLE I

                                       OFFICES

     SECTION 1.1.  The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

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


                                      ARTICLE II

                               MEETINGS OF STOCKHOLDERS

     SECTION 2.1.  All meetings of the stockholders for the election of
directors shall be held at such place within or without the State of Delaware as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting.  Meetings of stockholders for any other purpose may
be held at such time and place, within or without the State of Delaware, as
shall be stated by the board of directors in its notice of the meeting.

     SECTION 2.2.  Annual meetings of stockholders, at which stockholders shall
elect directors as provided in the corporation's certificate of incorporation
and Section 2.4 of Article II of the by-laws and transact such other business as
may properly be brought before the meeting in accordance with Section 2.5 of
Article II of the by-laws, shall be held on the second Tuesday in October if not
a legal holiday, and if a legal holiday, then on the next business day
following, or on such other date as shall be designated from time to time by the
board of directors and stated in the notice of the meeting.

     SECTION 2.3.  Except as otherwise required by law, written notice of the
annual meeting stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not fewer than 10 nor more
than 60 days before the date of the meeting.

     SECTION 2.4.  Only persons who are nominated in accordance with the
following procedures shall be eligible to serve as directors.  Nominations of
persons for election to the board of directors of the corporation at a meeting
of stockholders may be

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made (i) by or at the direction of the board of directors, or (ii) by any
stockholder of the corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Article
II, Section 2.4.  Such nominations, other than those made by or at the direction
of the board of directors, shall be made pursuant to timely notice in writing to
the secretary of the corporation.  To be timely, a stockholder's notice must be
delivered to, or mailed and received by, the secretary of the corporation at the
principal executive offices of the corporation not less than 60 nor more than 90
days prior to the meeting; provided, however, that if the corporation has not
"publicly disclosed" (in the manner provided in the last sentence of this
Article II, Section 2.4) the date of the meeting at least 70 days prior to the
meeting date, notice may be timely made by a stockholder under this Section if
received by the secretary of the corporation not later than the close of
business on the tenth day following the day on which the corporation publicly
disclosed the meeting date.  Such stockholder's notice shall set forth (i) as to
each person whom the stockholder proposes to nominate for election or
re-election as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of l934, as amended (including such person's written
consent to being named in the proxy statement as a nominee and to serving as
director if elected); and (ii) as to the stockholder giving notice (A) the name
and address, as they appear on the corporation's books, of such stockholder, and
(B) the class and number of shares of the corporation which are beneficially
owned by such stockholder.  At the request of the board of directors any person
nominated by the board of directors for election as a director shall furnish to
the secretary of the corporation that information required to be set forth in a
stockholder's notice of nomination which pertains to the nominee.  No person
shall be eligible to serve as a director of the corporation unless nominated in
accordance with the procedures set forth herein.  The presiding officer shall,
if the facts so warrant, determine and declare to the meeting that a nomination
was not made in accordance with the procedures prescribed by the by-laws, and if
such officer should so determine, such officer shall so declare to the meeting
and the defective nomination shall be disregarded.  For purposes of these
by-laws, "publicly disclosed" or "public disclosure" shall mean disclosure in a
press release reported by the Dow Jones News Service, Associated Press, or a
comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange Commission.

     SECTION 2.5.  At an annual meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting (i) by or at
the direction of the board of directors, or (ii) by any stockholder of the
corporation who complies with the notice procedures set forth in this Article
II, Section 2.5, in the time herein provided.  For business to be properly
brought before an annual meeting by a stockholder, the stockholders must deliver
written notice to, or mail such written notice so that it is


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received by, the secretary of the corporation, at the principal executive
offices of the corporation, not less than 120 nor more than 150 days prior to
the first anniversary of the date of the corporation's consent solicitation or
proxy statement released to stockholders in connection with the previous year's
election of directors or meeting of stockholders, except that if no annual
meeting of stockholders or election by consent was held in the previous year or
if the date of the annual meeting has been changed by more than 30 days from the
previous year's meeting, a proposal shall be received by the corporation within
10 days after the corporation has "publicly disclosed" the date of the meeting
in the manner provided in Article II, Section 2.4 above.  The stockholder's
notice to the secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (A) a brief description of the
business desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (B) the name and address, as
they appear on the corporation's books, of the stockholder proposing such
business, (C) the class and number of shares of the corporation which are
beneficially owned by the stockholder, and (D) any material interest of the
stockholder in such business.  At an annual meeting, the presiding officer
shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of this Article, Section 2.5, and if he should so determine, he shall
so declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.  Whether or not the foregoing procedures are
followed, no matter which is not a proper matter for stockholder consideration
shall be brought before the meeting.

     SECTION 2.6.  Special meetings of the stockholders may be called only by
the board of directors.  The business transacted at any special meeting of the
stockholders shall be limited to the purposes stated in the notice for the
meeting transmitted to stockholders.

     SECTION 2.7.  Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not fewer than 10 nor more than 60 days before the date
of the meeting, to each stockholder entitled to vote at such meeting.

     SECTION 2.8.  In order that the corporation may determine the stockholders
entitled to vote at any meeting of stockholders or any adjournment thereof, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled 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 precede the date
upon which the resolution fixing the record date is adopted, and which shall be
(i) not more than 60 nor less than 10 days before the date of a meeting, and
(ii) not more than 60 days prior to the other action.  A determination of
stockholders of record entitled to notice of or to vote at a meeting of


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stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for any adjourned meeting.

     SECTION 2.9.  The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     SECTION 2.10.  The holders of a majority of the voting power of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the certificate of incorporation.  If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders 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; provided that, if the adjournment is for more than 30 days, or if a
new record date is fixed by the directors, a new notice shall be transmitted to
the shareholders.  At such adjourned meeting at which a quorum shall be present
or represented any business may be transacted at the meeting as originally
notified.

     SECTION 2.11.  When a quorum is present at any meeting, the affirmative
vote of the holders of a majority of the voting power of the stock, and cast
affirmatively or negatively at the meeting, shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of statute or of the certificate of incorporation, a different vote is required
in which case such express provision shall govern and control the decision of
such question; provided, however, all elections shall be determined by a
plurality of the votes cast.

     SECTION 2.12.  Unless otherwise provided in the certificate of
incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
At any meeting of the stockholders, every stockholder entitled to vote may vote
in person or by proxy authorized by an instrument in writing


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or by a transmission permitted by law filed in accordance with the procedure
established for the meeting.  Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission created pursuant to this
paragraph may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used; provided that, such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.  All voting, including on the election
of directors but excepting where otherwise required by law, may be by a voice
vote; provided, however, that upon demand therefor by a stockholder entitled to
vote or by his or her proxy, a stock vote shall be taken.  Every stock vote
shall be taken by ballots, each of which shall state the name of the stockholder
or proxy voting and such other information as may be required under the
procedure established for the meeting.  The corporation may, and to the extent
required by law, shall, in advance of any meeting of stockholders, appoint one
or more inspectors to act at the meeting and make a written report thereof.  The
corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act.  If no inspector or alternate is able to act at
a meeting of stockholders, the person presiding at the meeting may, and to the
extent required by law, shall, appoint one or more inspectors to act at the
meeting.  Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his ability.  Every vote taken
by ballots shall be counted by an inspector or inspectors appointed by the
chairman of the meeting.

     SECTION 2.13.  The chairman of the board of directors shall preside at all
meetings of the stockholders.  In the absence or inability to act of the
chairman, the vice chairman, the president or an executive vice president (in
that order) shall preside, and in their absence or inability to act another
person designated by one of them shall preside.  The secretary of the
corporation shall act as secretary of each meeting of the stockholders.  In the
event of his absence or inability to act, the chairman of the meeting shall
appoint a person who need not be a stockholder to act as secretary of the
meeting.

     SECTION 2.14.  Meetings of the stockholders shall be conducted in a fair
manner but need not be governed by any prescribed rules of order.  The presiding
officer's rulings on procedural matters shall be final.  The presiding officer
is authorized to impose reasonable time limits on the remarks of individual
stockholders and may take such steps as such officer may deem necessary or
appropriate to assure that the business of the meeting is conducted in a fair
and orderly manner.


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                                     ARTICLE III

                                      DIRECTORS

     SECTION 3.1.  The business and affairs of the corporation shall be under
the direction of or managed by a board comprised of directors who need not be
residents of the State of Delaware or stockholders of the corporation.  The
number of directors shall be determined in the manner provided in the
certificate of incorporation of the corporation.

     SECTION 3.2.  Directors shall be elected by class for three year or other
terms as specified in the certificate of incorporation, and each director
elected shall hold office during the term for which he is elected and until his
successor is elected and qualified. Except as required by law or in the
corporation's certificate of incorporation, a director may be removed only for
cause.

     SECTION 3.3.  Any vacancies occurring in the board of directors and newly
created directorships shall be filled as provided in the certificate of
incorporation of the corporation.

                          MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 3.4.  The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 3.5.  The first meeting of each newly elected board of directors
shall be held immediately following the adjournment of the annual meeting of the
stockholders at the same place as such annual meeting and no notice of such
meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present.  In the event such
meeting is not held at such time and place, the meeting may be held at such time
and place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

     SECTION 3.6.  Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

     SECTION 3.7.  Special meetings of the board may be called by the chairman
or president on at least one days' notice to each director, either personally,
or by courier, telephone, telefax, mail or telegram.  Special meetings shall be
called by the chairman or president in like manner and on like notice at the
written request of one-half or more of the directors comprising the board
stating the purpose or purposes for which such meeting is requested.  Notice of
any meeting of the board of directors for which a notice is required may be
waived in writing signed by the person or persons entitled to such notice,
whether before or after the


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time of such meeting, and such waiver shall be equivalent to the giving of such
notice.  Attendance of a director at any such meeting shall constitute a waiver
of notice thereof, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because such meeting is
not lawfully convened.  Neither the business to be transacted at nor the purpose
of any meeting of the board of directors for which a notice is required need be
specified in the notice, or waiver of notice, of such meeting.  The chairman
shall preside at all meetings of the board of directors.  In the absence or
inability to act of the chairman, the vice chairman, the president or an
executive vice president (in that order) shall preside, and in their absence or
inability to act another director designated by one of them shall preside.

     SECTION 3.8.  At all meetings of the board a majority of the then duly
elected 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 statute or by the certificate of incorporation.  If a
quorum shall not be present at any meeting of the board of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

     SECTION 3.9.  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, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

                               COMMITTEES OF DIRECTORS

     SECTION 3.10.  The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation.  The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.  In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he, she or they constitute a quorum, may unanimously appoint another
member of the board of directors to act at the meeting in the place of any such
absent or disqualified member.  Any such committee, to the extent provided in
the resolution of the board of directors, shall have and may exercise all the
powers and authority of the board of directors in the management of the business
and affairs of the corporation, and may 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 amending the certificate of incorporation
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the


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issuance of shares of stock adopted by the board of directors as provided in
subsection (a) of Section 151 of the Delaware General Corporation Law, fix the
designations and 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 or fix the number of shares of any series
of stock or authorize the increase or decrease of the shares of any series), and
if the resolution which designates the committee or a supplemental resolution of
the board of directors shall so provide, such committee shall have the power and
authority to adopt a certificate of ownership and merger pursuant to Section 253
of the Delaware General Corporation Law or to declare a dividend or to authorize
the issuance of stock.  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.

     SECTION 3.11.  Each committee shall keep regular minutes of its meetings
and shall file such minutes and all written consents executed by its members
with the secretary of the corporation.  Each committee may determine the
procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by law. 
Adequate provision shall be made for notice to members of all meetings; a
majority and all matters shall be determined by a majority vote of the members
present.  Action may be taken by any committee without a meeting if all members
thereof consent thereto in writing, and the writing or writings are filed with
the minutes of the proceedings of such committee.

                              COMPENSATION OF DIRECTORS

     SECTION 3.12.  In the discretion of the board of directors, the directors
may be paid their expenses, if any, of attendance at each meeting of the board
of directors and may be paid a fixed sum for attendance at each meeting of the
board of directors or a stated salary as director.  No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.  Members of special or standing committees may
be allowed like compensation for attending committee meetings.


                                      ARTICLE IV

                                       NOTICES

     SECTION 4.1.  Whenever, under applicable law or the certificate of
incorporation or these by-laws, notice is required to be given to any director
or stockholder, unless otherwise provided in the certificate of incorporation or
these by-laws, such notice may be given in writing, by courier or mail,
addressed to such director or stockholder, at his or her address as it appears


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on the records of the corporation, with freight or postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall have
been deposited with such courier or in the United States mail.

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


                                      ARTICLE V

                                       OFFICERS

     SECTION 5.1.  The officers of the corporation shall be chosen by the board
of directors and shall be a president, a secretary and a treasurer.  The board
of directors may also choose a chairman or one or more vice-chairmen,
vice-presidents, assistant vice-presidents, assistant secretaries and assistant
treasurers.  Any number of offices may be held by the same person, unless the
certificate of incorporation or these by-laws otherwise provide.  The board of
directors may also designate persons as officers of divisions of the
corporation, but such persons shall not be officers of the corporation.

     SECTION 5.2.  The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, a secretary, a treasurer and
such other officers as the board of directors shall deem desirable.

     SECTION 5.3.  The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be provided for
in these by-laws determined from time to time by the board.

     SECTION 5.4.  The salaries of all officers of the corporation shall be
fixed by the board of directors.

     SECTION 5.5.  The officers of the corporation shall hold office until their
successors are chosen and qualify or until their earlier resignation or removal.
Any officer elected or appointed by the board of directors may be removed at any
time by the affirmative vote of a majority of the board of directors.  Any
vacancy occurring in any office of the corporation shall be filled by the board
of directors.

     SECTION 5.6.  The president shall be the principal executive officer of the
corporation.  Subject to the direction and control of the board of directors, he
or she shall be in charge of the business of the corporation; he or she shall
see that the resolutions and directions of the board of directors are carried
into


                                         -9-
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effect except in those instances in which that responsibility is specifically
assigned to some other person by the board of directors; and, in general, he or
she shall discharge all duties incident to the office of president and such
other duties as may be prescribed by the board of directors from time to time. 
Except in those instances in which the authority to execute is expressly
delegated to another officer or agent of the corporation or a different mode of
execution is expressly prescribed by the board of directors or these by-laws, he
or she may execute for the corporation certificates for its shares, and any
contracts, deeds, mortgages, bonds, or other instruments which the board of
directors has authorized to be executed, and he or she may accomplish such
execution either under or without the seal of the corporation and either
individually or with the secretary, any assistant secretary, or any other
officer thereunto authorized by the board of directors, according to the
requirements of the form of the instrument.  He or she may vote all securities
which the corporation is entitled to vote except as and to the extent such
authority shall be vested in a different officer or agent of the corporation by
the board of directors.

     SECTION 5.7.  The vice-presidents shall perform such duties and have such
powers as the board of directors or the president may from time to time
prescribe.  A vice-president may execute contracts on behalf of the corporation
pertaining to the normal course of his or her duties.  In the absence of the
president or in the event of his or her inability  to act, the vice-president
(or in the event there be more than one vice-president, the vice-presidents in
the order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the president, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
president.

     SECTION 5.8.  The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required.  He or she shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board of directors, 
and shall perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he or she shall be.  He or she
shall have custody of the corporate seal of the corporation and he or she, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his or her signature or
by the signature of such assistant secretary.

     The board of directors may give general authority to any other officer to
affix the seal of the corporation and to attest the affixing by his or her
signature.

     SECTION 5.9.  The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the


                                         -10-
<PAGE>

board of directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the secretary or in the event of his
or her inability or refusal to act, perform the duties and exercise the powers
of the secretary and shall perform such other duties and have such other powers
as the board of directors may from time to time prescribe.

     SECTION 5.10.  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 or she
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 to
the president and the board of directors, at its regular meetings, or when the
board of directors so requires, an account of all of his or her transactions as
treasurer and of the financial condition of the corporation.  If required by the
board of directors, he or she shall give the corporation a bond (which shall be
renewed every six years) in such sum and with such surety or sureties as shall
be satisfactory to the board of directors for the faithful performance of the
duties of his or her office and for the restoration to the corporation, in case
of his or her death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the corporation.

     SECTION 5.11.  The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the board of directors (or
if there be no such determination, then in the order of their election), shall,
in the absence of the treasurer or in the event of his or her inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.


                                      ARTICLE VI

                                CERTIFICATES OF STOCK

     SECTION 6.1.  Every holder of stock in the corporation shall be entitled to
have a certificate, signed by, or in the name of the corporation by (a) the
president or a vice-president, and (b) the treasurer or an assistant treasurer,
the secretary or an assistant secretary of the corporation; certifying the
number of shares owned in the corporation.  If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock;
provided that, except as otherwise provided in Section 202 of the General
Corporation Law of Delaware, in lieu of the foregoing requirements, there may be
set forth on the face or back of the certificate which the corporation shall


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<PAGE>

issue to represent such class or series of stock, a statement that the
corporation will furnish without charge to each stockholder who so requests the
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

     SECTION 6.2.  Where a certificate is countersigned (1) by a transfer agent
other than the corporation or its employee, or (2) by a registrar other than the
corporation or its employee, any other signatures on the certificate may be
facsimile.  In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if the or
she were such officer, transfer agent or registrar at the date of issue.

     SECTION 6.3.  Subject to the foregoing, certificates for stock of the
corporation shall be in form as the board of directors may from time to time
prescribe.

                                  LOST CERTIFICATES

     SECTION 6.4.  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 making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new 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 certificate or certificates, or his or
her legal representative, to advertise the same in such manner as it shall
require and/or give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation or its
transfer agent or registrar with respect to the certificate alleged to have been
lost, stolen or destroyed.

                                  TRANSFERS OF STOCK

     SECTION 6.5.  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, assignment 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.


                                         -12-
<PAGE>

                               REGISTERED STOCKHOLDERS

     SECTION 6.6.  The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends and to vote as such owner and to hold liable for calls and assessments
a person registered on its books as the owner of shares, and shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.


                                     ARTICLE VII

                                CONFLICT OF INTERESTS

     SECTION 7.1.  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 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 committee thereof 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 his relationship or interest and as to
          the contract or transaction are disclosed or are known to the board of
          directors 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 or her relationship interest and as
          to the contract or transaction are disclosed or are known to the
          stockholders entitled to vote thereon, and the contract or transaction
          is specifically approved in good faith by vote of the stockholders; 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, a committee thereof, or the stockholders.

     SECTION 7.2.  Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the board of directors or of a
committee which authorizes the contract or transaction.


                                         -13-
<PAGE>

                                     ARTICLE VIII

                                  GENERAL PROVISIONS

                                      DIVIDENDS

     SECTION 8.1.  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, pursuant to law. 
Dividends may be paid in cash, in property, or in shares of the capital stock or
rights to acquire same, subject to the provisions of the certificate of
incorporation.

     SECTION 8.2.  Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve 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 directors may modify or abolish any such reserve in the
manner in which it was created.

                                        CHECKS

     SECTION 8.3.  All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                     FISCAL YEAR

     SECTION 8.4.  The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                         SEAL

     SECTION 8.5.  The corporate seal shall have inscribed thereon the name of
the corporation and the words "Corporate Seal, Delaware."  The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.


                                      ARTICLE IX

                                      AMENDMENTS

     These by-laws may be altered, amended, or repealed or new by-laws may be
adopted only in the manner provided in the corporation's certificate of
incorporation.


                                         -14-

<PAGE>

                                       BY-LAW
                                     AMENDMENT

         Article III of the Amended and Restated By-laws of the corporation is
amended by adding a new Section 3.13 as set forth below:

                                 "SPECIAL PROVISIONS

         SECTION 3.13.  The provisions of this Section 3.13, when applicable in
    accordance with their terms, shall supersede any other provisions set forth
    in these By-laws to the extent that such other provisions are inconsistent
    with the terms or requirements of this Section 3.13.

              (a)  As used in this Section 3.13, the following terms shall have
    the respective meanings set forth below:

              An "Affiliate" of, or a person affiliated with, a specified
    Person, means a Person that directly, or indirectly through one or more
    intermediaries, controls, or is controlled by, or is under common control
    with, the Person specified.  The term "control" (including the terms
    "controlling," "controlled by" and "under common control with") means the
    possession, direct or indirect, of the power to direct or cause the
    direction of the management and policies of a person, whether through the
    ownership of voting securities, by contract, or otherwise.  No member of,
    or owner of a limited partnership interest in, any Purchaser shall be
    deemed to be an affiliate of, or a person "affiliated" with, such Purchaser
    solely by reason of such membership or ownership.

              "Change of Control" means (i) the direct or indirect sale, lease,
    exchange or other transfer of all or substantially all of the assets of the
    corporation to any Person or group of Persons acting in concert as a
    partnership or other group within the meaning of Rule 13d-5 under the
    Exchange Act (a "GROUP OF PERSONS"), (ii) the merger or consolidation of
    the corporation with or into another corporation with the effect that the
    then existing stockholders of the corporation hold less than 50% of the
    combined voting power of the then outstanding securities of the surviving
    corporation of such merger or the corporation resulting from such
    consolidation ordinarily (and apart from rights accruing under special
    circumstances) having the right to vote in the election of directors, (iii)
    the replacement of a majority of the board of directors, over a two-year
    period, from the directors who constituted the board of directors at the
    beginning of such period, and such replacement shall not have been approved
    by the board of directors (or its replacements approved by the board of
    directors) as constituted at the beginning of such period, or (iv) a Person
    or Group of Persons (other than the Purchasers and their Affiliates) shall,
    as a result of a tender or exchange offer, open market purchases, privately



<PAGE>


2

    negotiated purchases or otherwise, have become the beneficial owner
    (within the meaning of Rule 13d-3 under the Exchange Act) of securities of
    the corporation representing 49% or more of the combined voting power of
    the then outstanding securities of the corporation ordinarily (and apart
    from rights accruing under special circumstances) having the right to vote
    in the election of directors.

              "Closing" means the closing of the sale of the and purchase of
    the Warrants as contemplated by the Investment Agreement.

              "Closing Date" means the date of the Closing.

              "Credit Agreement" has the meaning set forth in the Investment
    Agreement.

              "Common Stock" means the corporation's Common Stock, par value
    $.001 per share.

              "Investment Agreement" means the Investment Agreement, dated as
    of October 12, 1997, by and among the corporation, MAC Music LLC and
    SK-Palladin Partners, LP.

              "Option" means any option, warrant, conversion privilege or
    other right to purchase or otherwise acquire any authorized but unissued
    or treasury shares of the corporation's capital stock.

              "Person" means any individual, firm, corporation, partnership,
    limited liability company or partnership, trust, incorporated or
    unincorporated association, joint venture, joint stock company, government
    (or an agency or political subdivision thereof) or other entity of any
    kind, and shall include any successor (by merger or otherwise) of such
    entity.

              "Purchaser Director" means any person nominated for election to
    the board of directors or serving as a member of the board of directors
    who has been designated by the Purchasers in accordance with the
    Investment Agreement.

              "Purchasers" mean MAC Music LLC and SK-Palladin Partners, LP.

              "Subsidiary" means any corporation, limited or general
    partnership, joint venture, association, limited liability company or
    partnership, joint stock company, trust, unincorporated organization, or
    other entity


<PAGE>


3


    analogous to any of the foregoing of which 50% or more of the equity
    ownership is, at the time, owned, directly or indirectly by the
    corporation.

              "Unaffiliated Director" means a director who is not a Purchaser
    Director and who is not an officer or employee of the corporation or of
    any Affiliate of the corporation.

              "Warrant" means a Warrant issued by the corporation pursuant to
    the Investment Agreement.

              "Warrant Shares" means shares of Common Stock underlying the
    Warrants and shares of Common Stock which were received by upon exercise
    of a Warrant.

              (b)  So long as the Purchasers, or the Affiliates, employees,
    partners or members of any Purchaser, hold, in the aggregate, not less
    than 35% of the Warrants Shares represented immediately following the
    Closing by the Warrants sold pursuant to the Investment Agreement (with
    appropriate adjustment made for any stock dividend, split-up or
    subdivision or any combination or reclassification made or effected
    subsequent to the Closing Date): (i) the board of directors shall consist
    of not more than eleven (11) members, four (4) of which shall be Purchaser
    Directors and two (2) of which shall be Unaffiliated Directors, (ii) not
    less than two (2) members of each Committee of the board of directors
    (including, without limitation, the executive, audit and compensation
    committees) shall be Purchaser Directors and the Purchasers Directors and
    Unaffiliated Directors who are members of such Committee shall together
    constitute not less than a majority of the members thereof, and (iii) each
    of the following corporate actions shall be required to be approved by not
    less than two-thirds of the directors then in office (unless the Purchaser
    Directors constitute a majority of the members of the board of directors,
    in which event, such action shall be required to be approved by a majority
    of the directors then in office):

                        (1)  any incurrence of indebtedness by the corporation
         or any Subsidiary in excess of $1,000,000, other than draw-downs
         under the revolving credit facility contained in the Credit Agreement
         (as defined in the Investment Agreement) or in another loan agreement
         approved in the manner set forth in this Section 3.13(b)(iii); any
         refinancing of the corporation's or any Subsidiary's indebtedness;
         any amendment to the terms of any instrument evidencing or governing
         any indebtedness of the corporation or a Subsidiary; any issuance of
         debt or equity securities by the corporation or any Subsidiary (other
         than securities issued by a Subsidiary to the corporation); and the
         grant of any Options by the corporation; PROVIDED, HOWEVER, that the
         provisions of


<PAGE>


4



         this Section 3.13(b)(iii) shall not apply to (x) any issuance by the
         corporation of debt or equity securities having financial terms which
         are more favorable to the corporation than the financial terms of the
         Preferred Stock where the proceeds from the issuance of such debt or
         equity securities are to be used by the corporation solely to redeem
         the Preferred Stock or prepay the subordinated notes issued in
         connection with the acquisition by the corporation of Intersound,
         Inc., (y) borrowing funds under the Credit Agreement for the purpose
         of prepaying of the subordinated notes issued in connection with the
         acquisition by the corporation of Intersound, Inc., or (z) the grant
         of any employee stock options issued pursuant to any plan or
         arrangement which has been approved by a majority of the Unaffiliated
         Directors;

                        (2)  any acquisition or disposition of material assets
         of the corporation or any Subsidiary; entering into any joint
         business venture or material licensing arrangement involving the
         corporation or any Subsidiary, or any licensing arrangement involving
         the corporation or its Subsidiaries outside the ordinary course of
         business; or entering into any transaction which will result in a
         Change of Control;

                        (3)  approval or amendment of or change to the
         corporation's annual budget; and

                        (4)  the hiring, dismissal, election or removal of any
         members of the senior management team of the corporation (including,
         without limitation, the chief executive officer, chief operating
         officer, chief financial officer and President of any Subsidiary of
         the corporation) or any material change to the terms and conditions
         of employment of any such Person.

              (c)  So long as the Purchasers, or the Affiliates, employees,
    partners or members of any Purchaser, hold, in the aggregate, not less
    than 15% of the Warrants Shares represented immediately following the
    Closing by the Warrants sold pursuant to the Investment Agreement (with
    appropriate adjustment made for any stock dividend, split-up or
    subdivision or any combination or reclassification made or effected
    subsequent to the Closing Date), (i) two (2) member of the board of
    directors shall be Purchaser Directors, and (ii) not less than one member
    of each Committee shall be a Purchaser Director.

              (d)  In the event that either (i) the corporation defaults in
    its obligation to purchase the Warrants in accordance with Section 7 of
    the Warrants, or (ii) an Event of Default exists and is continuing (and
    has not been


<PAGE>



5

    waived) under the Credit Agreement (as the same may be amended from time
    to time subsequent to the date hereof) or any successor debt instrument
    thereto and such Event of Default has either (1) continued for a period of
    not less than 30 days following the expiration of any applicable notice
    and cure period under such Credit Agreement or successor debt instrument
    or (2) resulted in the acceleration of the indebtedness outstanding
    thereunder, the Purchasers shall be entitled to designate, and the
    corporation shall cause to be elected, an additional number of Purchaser
    Directors which, when added to the number of Purchaser Directors then
    serving on the board of directors, shall constitute a majority of the
    members of the board of directors.  If the size of the board of directors
    cannot be expanded in order to accomplish the result set forth in the
    first sentence of this Subsection (d), the corporation shall cause such
    number of directors who are not Purchaser Directors to be removed and
    replaced by Purchaser Directors as may be necessary to accomplish such
    result.

              (e)  So long as any Warrants or Warrant Shares remain
    outstanding, the corporation shall not enter into any transaction with an
    Affiliate of the corporation (other than transactions between or among the
    corporation and its Subsidiaries in the ordinary course) involving the
    payment or receipt of amounts in excess of $200,000, or the transfer of
    any property or assets having a fair market value in excess of $200,000,
    unless such transaction has been approved by members of the board of
    directors who constitute a majority of the Purchaser Directors and the
    Unaffiliated Directors.

              (f)  Notwithstanding anything to the contrary set forth in this
    Section 3.13:

                        (1)  the provisions of Sections 3.13(b)(i),
         3.13(b)(ii), 3.13(c) and 3.13(d) shall be suspended during any period
         in which the holders of the corporation's Series B Convertible
         Preferred Stock, par value $.001 per share (the "Series B Convertible
         Preferred Stock"), are entitled pursuant to Section 5.10 the
         Certificate of the Powers, Designations, Preferences and Rights of
         the Series B Convertible Preferred Stock (the "Certificate of
         Designation") to elect eight directors to the corporation's board of
         directors, and during such period the directors elected by the
         holders of the Series B Convertible Preferred Stock shall be deemed
         to be "Purchaser Directors" for purposes of Sections 3.13(b)(iii) and
         3.13(e); and

                        (2)  the provisions of Sections 3.13(b)(ii),
         3.13(b)(iii) and 3.13(e) shall terminate on the later of (x) 66
         months from the Closing Date and (y) the date on which all
         outstanding shares of Series B Convertible Preferred Stock are
         redeemed by the corporation pursuant to Section 3 of the Certificate
         of Designation.


<PAGE>



6

              (g)  The provisions of Section this Section 3.13 may not be
    amended except by unanimous action of the board of directors."