AMENDED AND RESTATED

                                     BY-LAWS

                                       of

                             MDI ENTERTAINMENT, INC.
                             -----------------------
                            AS ADOPTED APRIL 27, 1999





























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                             MDI ENTERTAINMENT, INC.
                             A Delaware Corporation

                                     BY-LAWS
                           ---------------------------


                                    ARTICLE I
                                     OFFICES


        The principal office of MDI Entertainment, Inc. (the "Corporation")
shall be located at its principal place of business or such other place as the
Board of Directors ("Board") may designate. The Corporation may have such other
offices, either within or without the State of Delaware, as the Board may
designate or as the business of the Corporation may require from time to time.



                                   ARTICLE II
                                  STOCKHOLDERS


        Section 2.1 Annual Meeting.

        An annual meeting of stockholders for the purposes of electing directors
and of transacting such other business as may come before it shall be held on
such date and time as shall be designated from time to time by the Board or the
President, either within or without the State of Delaware, as may be specified
by the Board.



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        Section 2.2  Special Meetings.

        Except as otherwise provided for in the Certificate of Incorporation,
special meetings of stockholders for any purpose or purposes may be held at any
time upon call of the Chairman of the Board, if any, the Chief Executive
Officer, the President, the Secretary, or a majority of the Board, at such time
and place either within or without the State of Delaware as may be stated in the
notice. A special meeting of stockholders shall be called by the President or
the Secretary upon the written request, stating time, place, and the purpose or
purposes of the meeting, of stockholders who together own of record 25% of the
outstanding stock of all classes entitled to vote at such meeting.


        Section 2.3  Notice of Meetings.

        Written notice of stockholders meetings, stating the place, date, and
hour thereof, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given by the Chairman of the Board, if
any, the President, any Vice President, the Secretary, or an Assistant
Secretary, to each stockholder entitled to vote thereat at least ten days but
not more than sixty days before the date of the meeting, unless a different
period is prescribed by law.


        Section 2.4  Quorum.

        Except as otherwise provided by law or in the Certificate of
Incorporation or these By-Laws, at any meeting of stockholders, the holders of a
majority of the outstanding shares of each class of stock entitled to vote at
the meeting shall be present or represented by proxy in order to constitute a
quorum for the transaction of any business. In the absence of a quorum, a
majority in interest of the stockholders present or the chairman of the meeting
may adjourn the meeting from time to time in the manner provided in Section 2.5
of these By-Laws until a quorum shall attend.



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        Section 2.5  Adjournment.

        Any meeting of stockholders, annual or special, may adjourn from time to
time to reconvene at the same or some other place, and notice need not be given
of any such adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken. At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.


        Section 2.6  Organization.

        The Chairman of the Board, if any, or in his absence the President, or
in their absence any Vice President, shall call to order meetings of
stockholders and shall act as chairman of such meetings. The Board or, if the
Board fails to act, the stockholders may appoint any stockholder, director, or
officer of the Corporation to act as chairman of any meeting in the absence of
the Chairman of the Board, the President, and all Vice Presidents.

        The Secretary of the Corporation shall act as secretary of all meetings
of stockholders, but, in the absence of the Secretary, the chairman of the
meeting may appoint any other person to act as secretary of the meeting.


        Section 2.7  Voting.

        Except as otherwise provided by law or in the Certificate of
Incorporation or these By-Laws and except for the election of directors, at any
meeting duly called and held at which a quorum is present, a majority of the
votes cast at such meeting upon a given question by the holders of outstanding
shares of stock of all classes of stock of the Corporation entitled to vote
thereon who are present in person or by proxy shall decide such question. At any



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meeting duly called and held for the election of directors at which a quorum is
present, those directors receiving a plurality of the votes cast by the holders
(acting as such) of shares of any class or series entitled to elect directors as
a class shall be elected.


        Section 2.8  Action Without a Meeting.

        The stockholders may take any action required or permitted to be taken
by them without a meeting unless otherwise prohibited by law or the Certificate
of Incorporation.



                                   ARTICLE III
                               BOARD OF DIRECTORS


        Section 3.1  Number and Term of Office.

        The business, property, and affairs of the Corporation shall be managed
by or under the direction of a board of at least five directors; provided,
however, that the Board, by resolution adopted by vote of a majority of the then
authorized numbers of directors, may increase or decrease the number of
directors. The directors shall be elected by the holders of shares entitled to
vote thereon at the annual meeting of stockholders, and each shall serve
(subject to the provisions of Article IV) until the next succeeding annual
meeting of stockholders and until his respective successor is elected and
qualified.


        Section 3.2 Chairman of the Board.

        The directors may elect one of their members to be Chairman of the
Board. The Chairman shall be subject to the control of and may be removed by the
Board. He shall perform such duties as may from time to time be assigned to him
by the Board.



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        Section 3.3 Meetings.

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

        Special meetings of the Board shall be held at such time and place as
shall be designated in the notice of the meeting whenever called by the Chairman
of the Board, if any, the President, or by a majority of the directors then in
office.


        Section 3.4 Notice of Special Meetings.

        The Secretary, or, in his absence, any other office of the Corporation,
shall give each director notice of the time and place of holding of special
meetings of the Board by mail at least five days before the meeting, or by
telex, telecopy, telegraph, cable or overnight courier at least three days
before the meeting. Unless otherwise stated in the notice thereof, any and all
business may be transacted at any meeting without specification of such business
in the notice.


        Section 3.5 Quorum and Organization of Meetings.

        A majority of the total number of members of the Board as constituted
from time to time shall constitute a quorum for the transaction of business,
but, if at any meeting of the Board (whether or not adjourned from a previous
meeting) there shall be less than a quorum present, a majority of those present
may adjourn the meeting to another time and place, and the meeting may be held
as adjourned without further notice or waiver. Except as otherwise provided by
law or in the Certificate of Incorporation or these By-Laws, a majority of the
directors present at any meeting at which a quorum is present may decide any
question brought before such meeting. Meetings shall be presided over by the
Chairman of the Board, if any, or in his absence, by the President, or in the
absence of both by such other person as the directors may select. The Secretary
of the Corporation shall act as secretary of the meeting, but in his absence



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the chairman of the meeting may appoint any person to act as secretary of the
meeting.


        Section 3.6 Committees.

        The Board 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 or
they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board, shall have and
may exercise all the power and authority of the Board in the management of the
business, property, 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 power or authority which is prohibited to such committee by
the General Corporation Law of the State of Delaware. Each committee which may
be established by the Board pursuant to these By-Laws may fix its own rules and
procedures. Notice of meetings of committees, other than of regular meetings
provided for by the rules, shall be given to committee members. All action taken
by committees shall be recorded in minutes of the meetings.



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        Section 3.7  Action Without Meeting.

        The Board or any committee designated by the Board may take any action
required or permitted to be taken by them without a meeting unless otherwise
prohibited by law or the Certificate of Incorporation.


        Section 3.8  Telephone Meetings.

        Nothing contained in these By-laws shall be deemed to restrict the power
of members of the Board, or any committee designated by the Board, to
participate in a meeting of the Board, or committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.



                                   ARTICLE IV
                                    OFFICERS


        Section 4.1  Executive Officers.

        The executive officers of the Corporation shall be a Chairman of the
Board, a Chief Executive Officer, a President, one or more Vice Presidents, a
Treasurer, and a Secretary, each of whom shall be elected by the Board. The
Board may elect or appoint such other officers (including a Controller and one
or more Assistant Treasurers and Assistant Secretaries) as it may deem necessary
or desirable. Each officer shall hold office for such term as may be prescribed
by the Board from time to time. Any person may hold at one time two or more
offices.


        Section 4.2  Powers and Duties.

        The Chairman of the Board, if any, or, in his absence, the Chief
Executive Officer, or in his absence, the President, shall preside at all
meetings of the stockholders and of the Board. The Chief Executive Officer shall
be the chief executive officer of the Corporation. In the absence of the



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Chief Executive Officer, the President and, in the absence of the President, a
Vice President appointed by the President or, if the President fails to make
such appointment, by the Board, shall perform all the duties of the Chief
Executive Officer. The officers and agents of the Corporation shall each have
such powers and authority and shall perform such duties in the management of the
business, property and affairs of the Corporation as generally pertain to their
respective offices, as well as such powers and authorities and such duties as
from time to time may be prescribed by the Board.



                                    ARTICLE V
                      RESIGNATIONS, REMOVALS, AND VACANCIES


        Section 5.1  Resignations.

        Any director or officer of the Corporation, or any member of any
committee, may resign at any time by giving written notice to the Board, the
Chief Executive Officer, the President, or the Secretary of the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
be not specified therein, then upon receipt thereof. The acceptance of such
resignation shall not be necessary to make it effective.


        Section 5.2 Removals.

        The Board, by a vote of not less than a majority of the entire Board, at
any meeting thereof, or by written consent, at any time, may, to the extent
permitted by law, remove with or without cause, from office or terminate the
employment of any officer or member of any committee and may, with or without
cause, disband any committee.

        Any director or the entire Board may be removed, with or without cause,
by the holders of a majority of the shares entitled at the time to vote at an
election of directors.



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        Section 5.3  Vacancies.

        Any vacancy in the office of any director or officer through death,
resignation, removal, disqualification, or other cause, and any additional
directorship resulting from any increase in the number of directors, may be
filled at any time by a majority of the directors then in office (even though
less than a quorum remains) or, in the case of any vacancy in the office of any
director, by the stockholders, and, subject to the provisions of this Article V,
the person so chosen shall hold office until his successor shall have been
elected and qualified; or, if the person so chosen is a director elected to fill
a vacancy, he shall (subject to the provisions of this Article IV) hold office
for the unexpired term of his predecessor.



                                   ARTICLE VI
                                  CAPITAL STOCK


        Section 6.1  Stock Certificates.

        The certificates for shares of the capital stock of the Corporation
shall be in such form as shall be prescribed by law and approved, from time to
time, by the Board.


        Section 6.2  Transfer of Shares.

        Shares of the capital stock of the Corporation may be transferred on the
books of the Corporation only by the holder of such shares or by his duly
authorized attorney, upon the surrender to the Corporation or its transfer agent
of the certificate representing such stock properly endorsed.


        Section 6.3  Fixing Record Date.

        In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof
or to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution



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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 may fix, in advance, a record date, which, unless otherwise
provided by law, shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other action.


        Section 6.4  Lost Certificates.

        The Board or any transfer agent of the Corporation may direct a new
certificate or certificates representing stock of the Corporation 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 to be lost,
stolen, or destroyed. When authorizing such issue of a new certificate or
certificates, the Board (or any transfer agent of the Corporation authorized to
do so by a resolution of the Board) 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 legal representative, to give the
Corporation a bond in such sum as the Board (or any transfer agent so
authorized) shall direct to indemnify the Corporation against any claim that may
be made against the Corporation with respect to the certificate alleged to have
been lost, stolen, or destroyed or the issuance of such new certificates, and
such requirement may be general or confined to specific instances.


        Section 6.5  Regulations.

        The Board shall have power and authority to make all such rules and
regulations as it may deem expedient concerning the issue, transfer,
registration, cancellation, and replacement of certificates representing stock
of the Corporation.



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                                   ARTICLE VII
                                  MISCELLANEOUS


        Section 7.1  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
"Delaware".


        Section 7.2  Fiscal Year.

        The fiscal year of the Corporation shall be determined by resolution of
the Board.


        Section 7.3  Notices and Waivers Thereof.

        Wherever any notice whatever is required by law, the Certificate of
Incorporation, or these By-Laws to be given to any stockholder, director, or
officer, such notice, except as otherwise provided by law, may be given
personally, or by mail, telex, telecopy, telegraph, cable or overnight courier
addressed to such address as appears on the books of the Corporation. Any notice
given by telex, telecopy, telegraph or cable shall be deemed to have been given
when it shall have been delivered for transmission, and any notice given by mail
or overnight courier shall be deemed to have been given when it shall have been
deposited in the United States mail with postage thereon prepaid or given to
such courier service, as applicable.
        Whenever any notice is required to be given by law, the Certificate of
Incorporation, or these By-Laws, a written waiver thereof, signed by the person
entitled to such notice, whether before or after the meeting or the time stated
therein, shall be deemed equivalent in all respects to such notice to the full
extent permitted by law.



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        Section 7.4  Stock of Other Corporations or Other Interests.

        Unless otherwise ordered by the Board, the Chief Executive Officer, the
President, the Secretary, and such attorneys or agents of the Corporation as may
be from time to time authorized by the Board, the Chief Executive Officer, or
the President, shall have full power and authority on behalf of the Corporation
to attend and to act and vote in person or by proxy at any meeting of the
holders of securities of any corporation or other entity in which the
Corporation owns or holds shares or other securities, and at such meetings shall
possess and may exercise all the rights and powers incident to the ownership of
such shares or other securities which the Corporation, as the owner or holder
thereof, might have possessed and exercised if present. The Chief Executive
Officer, the President, the Secretary, or such attorneys or agents, may also
execute and deliver on behalf of the Corporation powers of attorney, proxies,
consents, waivers, and other instruments relating to the shares or securities
owned or held by the Corporation.



                                  ARTICLE VIII
                                   AMENDMENTS


        The holders of shares entitled at the time to vote for the election of
directors shall have power to adopt, amend, or repeal the By-laws of the
Corporation by vote of not less than a majority of such shares, and except as
otherwise provided by law, the Board shall have power equal in all respects to
that of the stockholders to adopt, amend, or repeal the By-Laws by vote of not
less than a majority of the entire Board. However, any By-Laws adopted by the
Board may be amended or repealed by vote of the holders of a majority of the
shares entitled at the time to vote for the election of directors.



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                                   ARTICLE IX
                                PROVISIONS OF LAW


        The By-Laws shall be subject to such provisions of the statutory and
common laws of the State of Delaware as may be applicable to corporations
organized under the laws of the State of Delaware. References herein to
provisions of law shall be deemed to be references to the aforesaid provisions
of law unless otherwise explicitly stated. All references in the By-Laws to such
provisions of law shall be construed to refer to such provisions as from time to
time amended.



                                    ARTICLE X
                          CERTIFICATE OF INCORPORATION


        The By-Laws shall be subject to the Certificate of Incorporation of the
Corporation. All references in the By-Laws to the Certificate of Incorporation
shall be construed to mean the Certificate of Incorporation of the Corporation
as from time to time amended.



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