NEW COLUMBIA PICTURES MUSIC, INC

BY-LAWS

NEW COLUMBIA PICTURES MUSIC, BY-LAWS

TABLE OF CONTENTS

INC

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ARTICLE ONE - OFFICES Sec t i o n 1.1 Registered O f f i c e and Agent Se c t i o n 1.2 Other O f f i c e s

ARTICLE TWO Sec t i o n 2 Sec t i o n 2 Section 2 Sec t i o n 2 Sec t i o n 2 Section 2 Sec t i o n 2 Sec t i o n 2 Sec t i o n 2 Sec t i o n 2

- SHAREHOLDERS' MEETINGS 1 Place of Meetings 2 Annual Meetings 3 S p e c i a l Meeting 4 Notice of Meetings 5 Quorum 6 Voting of Shares 7 Pro x i e s 8 P r e s i d i n g O f f i c e r 9 Adjournments 10 A c t i o n of Shareholders

Without a Meeting

ARTICLE THREE - THE BOARD OF DIRECTORS Sec t i o n 3.1 Se c t i o n 3.2

Sec t i o n 3.3 Sec t i o n 3.4 Sec t i o n 3.5 Section 3.6

ARTICLE FOUR -Section 4.1 Sec t i o n 4.2 Sec t i o n 4.3 Sec t i o n 4.4 Sec t i o n 4.5 Sec t i o n 4.6 Sec t i o n 4.7

Sec t i o n 4.8 Sec t i o n 4.9

General Powers Number, E l e c t i o n and Term of

O f f i c e Removal Vacancies Compensation Committees of the Board

of D i r e c t o r s

MEETINGS OF THE BOARD OF DIRECTORS Regular Meetings S p e c i a l Meetings Place of Meetings Notice of Meetings Quorum Vote Required f o r A c t i o n A c t i o n by D i r e c t o r s Without

a Meeting . Adj ournments

P a r t i c i p a t i o n by Conference Telephone

ARTICLE FIVE - NOTICE AND WAIVER Sec t i o n 5.1 Procedure S e c t i o n 5.2 Waiver

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ARTICLE S I ^ OFFICERS Se c t i o n 6.1 Number 7 Se c t i o n 6.2 E l e c t i o n and Term 7 Se c t i o n 6.3 Compensation 7 Section 6.4 Removal 7 Se c t i o n 6.5 Chairman 7 Se c t i o n 6.6 President 8 S e c t i o n 6.7 V i c e - P r e s i d e n t s 8 S e c t i o n 6.8 Secretary 8 S e c t i o n 6.9 Treasurer 8 Section 6.10 C o n t r o l l e r 9 S e c t i o n 6.11 A s s i s t a n t Secretary and

A s s i s t a n t Treasurer 9 S e c t i o n 6.12 Bonds 9

ARTICLE SEVEN - DIVIDENDS S e c t i o n 7.1

S e c t i o n 7.2 S e c t i o n 7.3 S e c t i o n 7.4

ARTICLE EIGHT S e c t i o n 8.1

S e c t i o n 8.2 S e c t i o n 8.3

S e c t i o n 8.4 S e c t i o n 8.5

S e c t i o n 8.6 S e c t i o n 8.7

Time and C o n d i t i o n s o f D e c l a r a t i o n

R e s e r v e s S t o c k D i v i d e n d s ^ U n i s s u e d Shares S t o c k S p l i t s

SHARES A u t h o r i z a t i o n and I s s u a n c e of

Shares S t o c k C e r t i f i c a t e s R i g h t s o f C o r p o r a t i o n w i t h

Respect t o R e g i s t e r e d Owners T r a n s f e r o f S t o c k L o s t , S t o l e n o r D e s t r o y e d

C e r t i f i c a t e s F i x i n g o f Record Date Record Date i f None F i x e d

9 9

10 10

10

10 10

11 11

11 11 12

ARTICLE NINE - INDEMNIFICATION S e c t i o n 9.1 I n d e m n i f i c a t i o n S e c t i o n 9.2 I n s u r a n c e S e c t i o n 9.3 D e f i n i t i o n s

12 12 12 12

ARTICLE TEN - BOO^S AND RECORDS S e c t i o n 10.1 I n s p e c t i o n o f Books and Records S e c t i o n 10.2 F i s c a l Year S e c t i o n 10.3 S e a l S e c t i o n 10.4 Annual Statement

13 13 13 13 13

ARTICLE ELEVEN S e c t i o n 11.1 S e c t i o n 11.2

AMENDMENTS Power t o Amend By-laws C o n d i t i o n s

13 13 13

NEW COLUMBIA PICTURES MUSIC, INC^

ARTICLE ONE

Offices

1^1 P r i n c i p a l Offices. The Board of Directors s h a l l f i x the location of the p r i n c i p a l executive o f f i c e of the corporation at any place within or outside the State of C a l i f o r n i a . I f the p r i n c i p a l executive o f f i c e i s located outside t h i s State, the Board of Directors s h a l l f i x and designate a p r i n c i p a l business o f f i c e i n the State of C a l i f o r n i a .

1 2 Other Offices. The corporation may have o f f i c e s a^ such place or places within or without the State of C a l i f o r n i a as the Board of Directors may from time to time appoint or the business of the corporation may reguire or make desirable.

ARTICLE TWO

Shareholders' Meetings

2.1 Place of Meetings. Meetings of the shareholders s h a l l be held at any place within or outside the State of C a l i f o r n i a as set fort h i n the notice thereof or, i n the event of a meeting held pursuant to waiver of notice, as may be set forth i n the waiver or, i f no place i s so specified, at the registered o f f i c e of the corporation.

2.2 Annual Meetings. The annual meeting of shareholders s h a l l be held on a date and at a time as s h a l l be designated by the Board of Directors and seated i n the notice of the meeting, for the purpose of electing directors and transacting any and a l l business that may properly come before the meeting.

2.3 Special Meetings. Special meetings of the shareholders may be c a l l e d at any time by the Chairman, i f any, the President, the Board of Directors, or by the holder of f i f t y percent ^50^^ or more of a l l the shares e n t i t l e d to vote.

2.4 Notice of Meetings. Unless waived as contemplated i n Section 5.2 or by attendance at the meeting, either i n person or by proxy, for any purpose other than to object to the transaction of business, a written or printed notice of each shareholders' meeting stating the place, day and hour of the meeting s h a l l be delivered not less than ten days nor more than s i x t y days before the date thereof, either personally or by mail, by or at the di r e c t i o n of the Chairman, i f any, the President, the Secretary or other person c a l l i n g the meeting, o oh sh^^^hold^r^ of i oor d ntitl^d to vot^ ^t such

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meeting. In the case of an annual or s u b s t i t u t e annual meet^ing, the n o t i c e of the meeting need not s t a t e the purpose or purposes of the meeting unless the purpose or purposes c o n s t i t u t e a matter which the C a l i f o r n i a General Corporation Law r e q u i r e s t o be st a t e d i n the n o t i c e of the meeting. In the case of a s p e c i a l meeting, the n o t i c e of meeting s h a l l s t a t e ^he purpose or purposes f o r which the meeting i s c a l l e d .

2.5 Quorum. At a l l meetings of the shareholders, the pres­ence, i n person or by proxy of the holders of more than one-h a l f of the shares outstanding and e n t i t l e d t o vote s h a l l c o n s t i t u t e a guorum. I f a guorum i s present, a m a j o r i t y of the shares outstanding and e n t i t l e d t o vote which are represented at any meeting s h a l l determine any matter coming before the meeting unless a d i f f e r e n t vote i s re g u i r e d by s t a t u t e , by the A r t i c l e s of Inc o r p o r a t i o n or by these by-laws. The share­holders a t a meet^ing at which a guorum i s present may continue ^o transacts business u n t i l adjournment, notwithst^anding the withdrawal of enough shareholders to leave l e s s than a guorum i f any a c t i o n taken mother than adjournments i s approved by at l e a s t a m a j o r i t y of the shares r e g u i r e d t o c o n s t i t u t e a guorum.

2.6 Voting of Shares. Except as otherwise provided by st^atute or the A r t i c l e s of Incorporation or the C e r t i f i c a t ^ e of Powers, Designations, Preferences and Rights thereunder, each outstand­in g share having v o t i n g r i g h t s s h a l l be e n t i t l e d t o one vote on each matter submitted to a vote at a meeting of shareholders except as otherwise provided h e r e i n . V oting on a l l matters s h a l l be by voi c e vote or by show of hands unless any q u a l i f i e d v o t e r , p r i o r t o the v o t i n g on any matter, demands a vote by ballots, i n which case each b a l l o t s h a l l s t a t e the name of the shareholder v o t i n g and t^he number of shares voted by such shareholder, and i f such b a l l o t be cast by proxy, i t s h a l l a l s o ^sta^e the name of such proxy.

2.7 P r o x i e s . A shareholder e n t i t l e d t o vote pursuant t o Sec t i o n 2.6 may vote i n person or by proxy executed i n writhing by the shareholder or by an a t t o r n e y - i n - f a c t . A proxy s h a l l not be v a l i d a f t e r eleven months from the date of i t s execution, unless a longer p e r i o d i s expressly s t a t e d t h e r e i n . I f ^he v a l i d i t y of any proxy i s guestioned i t must be submitted t o ^he Secretary of the shareholders' meeting f o r examination or t o a proxy o f f i c e r or committee appointed by the person p r e s i d i n g a t the meeting. The Secretary of the meeting or, i f appointed, the proxy o f f i c e r or committee, s h a l l determine the v a l i d i t y or i n v a l i d i t y of any proxy submitted and reference by ^he Secretary i n the minutes of the meeting s h a l l c o n s t i t u t e prima f a c i e evidence of the f a c t s s t a t e d f o r the purpose of e s t a b l i s h i n g the presence of a quorum at such meeting and f o r a l l other purposes.

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2.8 P r e s i d i n g O f f i c e r . The Chairman, i f any, the P r e s i d e n t , or i n the absence of both, a V i c e P r e s i d e n t , s h a l l serve as Chairman of every shareholders' meeting unless some other person i s e l e c t e d t o serve as Chairman by a m a j o r i t y vote of ^he shares represented at^ the meeting. The Chairman s h a l l appoint such person as he or she deems r e g u i r e d t o a s s i s t w i t h the meeting.

2.9 Adjournments. Any meeting of the shareholders, whether or not^ a quorum i s present, may be adjourned by the holders of a m a j o r i t y of t^he v o t i n g shares represented at the meeting t o reconvene at a s p e c i f i c time and place. I t s h a l l not be necessary ^o give any n o t i c e of the reconvened meeting or of the business t o be t r a n s a c t e d , i f the time and place of the reconvened meeting are announced at the meeting which was adjourned, except t h a t i f the adjournment i s f o r more t^han t h i r t y days, or i f a f t e r the adjournment a new record date i s f i x e d f o r the adjourned meeting, a n o t i c e of the adjourned meeting s h a l l be given t o each shareholder of record e n t i t l e d ^o vote at t^he meeting. At any such reconvened meeting at which a guorum i s represented or present, any business may be t r a n s a c t e d which could have been transacted at the meeting which was adjourned.

2.10 A c t i o n of Shareholders Without a Meeting. Any a c t i o n which may be taken at a meeting of the shareholders may be ^aken without a meeting i f a w r i t t e n consent, s e t t i n g f o r t h ^he a c t i o n a u t h o r i z e d , s h a l l be signed by each of the shareholders e n t i t l e d t o vote on such a c t i o n . Such w r i t t e n consent s h a l l have the same e f f e c t as a unanimous vote of the shareholders at a s p e c i a l meeting c a l l e d f o r the purpose of coh^ s i d e r i n g the a c t i o n authorized and s h a l l be f i l e d i n the minute book of the corporation^by the o f f i c e r having custody of the corporate books and records.

ARTICLE THREE

The Board of D i r e c t o r s

3.1 General Powers. The business and a f f a i r s of the corpora­t i o n s h a l l be managed by the Board of D i r e c t o r s . In a d d i t i o n t o the powers and a u t h o r i t y e xpressly conferred upon i t by these by-laws, the Board of D i r e c t o r s may e x e r c i s e a l l such powers of the c o r p o r a t i o n and do a l l such l a w f u l a c t s and t h i n g s as are not by law, by a l e g a l agreement among shareholders, by the A r t i c l e s of I n c o r p o r a t i o n or by these by-laws d i r e c t e d or r e q u i r e d t o be e x e r c i s e d or done by the shareholders.

3.2 Numbers E l e c t i o n and Term of O f f i c e . The number of direct^ors of the c o r p o r a t i o n s h a l l be not l e s s than three nor

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more than f i v e , the precise number to be fixed by resolution of ^he shareholders or the Board of Directors from time to time. Except as provided i n Section 3.4, the directors s h a l l be elected by the affirmative vote of a majority of he shares represented at the annual meeting. Each dir e c t o r , except i n case of death, resignation, retirement, d i s g u a l i f i c a t i o n , or removal, s h a l l serve u n t i l the next succeeding annual meeting and t^hereafter u n t i l his or her successor s h a l l have been elected and q u a l i f i e d .

3.3 Removal. Any director may be removed from o f f i c e with or wit^hout cause by the affirmative vote of the holders of a majority of the shares e n t i t l e d to vote at an el e c t i o n of direc t o r s . Removal action may be taken at any shareholders' meeting wit^h respect to which notice of such purpose has been given or by written consent of the shareholders, and a removed director's successor may be elected at the same meeting to serve the unexpired term.

3.4 Vacancies. A vacancy occurring i n the Board of Directors, except by reason of removal of a dire c t o r , may be f i l l e d for ^he unexpired term, and u n t i l the shareholders s h a l l have elected a successor, by affirmative vote of a majority of the direct^ors remaining i n o f f i c e though less than a guorum of the Board of Directors or by a sole remaining di r e c t o r .

3.5 Compensation. Directors may receive such compensation for ^heir services as may from time to time be fixed by vote of the Board of Directors or the shareholders. A direc t o r may also serve the corporation i n a capacity other than that of a direct o r and receive compensation, as determined by ^he Board of Directors for services rendered i n that other capacity.

3.6 Committees of the Board of Directors. The Board of Directors, by resolution adopted by a majority of the f u l l Board of Directors, may designate from among i t s members an executive committee and one or more other committees, each consisting of three or more directors. Except as prohibited by law, each committee s h a l l have the authority set forth i n the resolution establishing said committee.

ARTICLE FOUR

Meetings of the Board of Directors

4.1 Regular Meetings. Regular meetings of the Board of Directors s h a l l be held immediately after the annual meeting of shareholders or any meeting held i n l i e u thereof. In addition, ^he Board of Directors may schedule other meetings to occur at regular i n t e r v a l s throughout the year.

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4.2 Special Meetings. Special meetings of the Board of Directors may be c a l l e d by or at the reguest of the Chairman, i f any, the President, or i n the absence of both by the Secretary of the corporation, or by any two directors i n o f f i c e a^ ^hat time, except that when the Board of Directors consists of only one Director, then one director may c a l l a special meeting.

4.3 Place of Meetings. Directors may hold t h e i r meetings at any place within or outside the State of C a l i f o r n i a as the Board of Directors may from time to time establish for regular meetings or as i s set forth i n the notice of special meetings or, i n the event of a meeting held pursuant to waiver of notice, as may be set forth i n the waiver. ^ 4.4 Notice of Meetings. No notice s h a l l be reguired for any regularly scheduled meeting of the directors of the corpora­t i o n . Unless waived as contemplated i n Section 5.2, the Chairman, i f any, the President or the Secretary of the corporation or any director thereof s h a l l give notice ^o each direc t o r of each special meeting which notice s h a l l state the time, place and purposes of the meeting. Such notice s h a l l be given by mailing a notice of the meeting at least ten days before the date of the meeting, or by telephone, telegram, cablegram or facsimile transmission or personal delivery at least two days before the date of the meeting. Notice s h a l l be deemed to have been given by telegram or cablegram at the time notice i s f i l e d with the transmitting agency. Attendance by a direc t o r at a meeting s h a l l constitute waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of business because the meeting i s not lawfully c a l l e d .

4.5 Quorum. At meetings of the Board of Directors, more than one-half of the directors then i n o f f i c e s h a l l be necessary to constitute a guorum for the transaction of business. In no case s h a l l less than two directors constitute a quorum, except tha^ when the Board of Directors consists of only one dir e c t o r , then one director s h a l l constitute a guorum.

4.6 Vote Reguired for Action. Except as otherwise provided i n these by-laws or by law, the act of a majority of the directors present a^ a meeting at which there i s a guorum s h a l l be the act of the Board of Directors.

4.7 Action by Directors Without a Meeting. Any action re^ quired or permitted to be taken at any meeting of the Board of Direct^ors, or of any committee thereof, may be taken without a meeting i f a written consent thereto s h a l l be signed by a l l the directors or members of the committee and such written consent i s f i l e d with the minutes of the proceedings of the Board or

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the committee. Such consent s h a l l have the same fo r c e and e f f e c t as a unanimous vote of the Board of D i r e c t o r s at a duly c a l l e d and duly c o n s t i t u t e d meeting.

4.8 Adjournments. A meeting of the Board of Direct^ors, whether or not a quorum i s present, may be adjourned by a m a j o r i t y of ^he d i r e c t o r s present t o reconvene at a s p e c i f i c time and pl a c e . I ^ s h a l l not be necessary t o g i v e n o t i c e of t^he reconvened meeting or of t^he business t o be t r a n s a c t e d , other than by announcement at the meeting which was adjourned. At any such reconvened meeting at which a guorum i s present, any business may be transacted which could have been tr a n s a c t e d at the meeting which was adjourned.

4.9 P a r t i c i p a t i o n by Conference Telephone. Members of the Board of D i r e c t o r s , or members of any committee of the Board of D i r e c t o r s , may p a r t i c i p a t e i n a meeting of the Board of D i r e c t o r s or of such committee by means of conference telephone or s i m i l a r communications equipment through which a l l persons p a r t i c i p a t i n g i n the meeting can hear each other. P a r t i c i p a t ^ i o n i n a meeting pursuant to t h i s S e c t i o n 4.9 s h a l l c o n s t i t u t e presence in^person at such meeting.

ARTICLE FIVE

Notice and Waiver

5.1 Procedure. Whenever these by-laws r e g u i r e n o t i c e t o be given t o any shareholder or d i r e c t o r , the n o t i c e s h a l l be given as p r e s c r i b e d i n Section 2.4 or 4.4 f o r any shareholder or d i r e c t o r r e s p e c t i v e l y . Whenever n o t i c e i s given t o a share­holder or d i r e c t o r by m a i l , the n o t i c e s h a l l be sent f i r s t c l a s s m a i l by d e p o s i t i n g the same i n a post o f f i c e or l e t t e r box i n a postage prepaid sealed envelope addressed t o the shareholder or d i r e c t o r at h i s or her address as i t appears on ^he books of the c o r p o r a t i o n , and such n o t i c e s h a l l be deemed ^o have been given at the time the same i s deposited i n the United Stages M a i l .

5.2 Waiver. Whenever any n o t i c e i s r e q u i r e d t o be given t o any shareholder or d i r e c t o r by law, by the A r t i c l e s of Incor­p o r a t i o n or by these by-laws, a waiver thereof i n w r i t i n g signed by the d i r e c t o r or shareholder e n t i t l e d t o such n o t i c e or by the proxy of such shareholder, whether before or a f t e r the meeting t o which the waiver p e r t a i n s , s h a l l be deemed egu i v a l e n t t h e r e t o .

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ARTICLE SI^

Officers

6.1 Number. The Officers of the corporation s h a l l be elected by the Board of Directors and may consist of, at the di s c r e t i o n of the Board of Directors, a Chairman, a President, one or more Vice Presidents as determined or designated by the Board of Directors, a Secretary and a Treasurer. The Board of Directors may elect a Vice Chairman and a Controller and one or more of ^he following^ Assistant Secretary, Assistant Treasurer and Assistant Controller. Any two or more o f f i c e s may be held by the same person, except the o f f i c e s of he President and of tihe Secretary.

The corporation may have a General Counsel who s h a l l be ap­pointed by the Board of Directors and s h a l l have general supervision of a l l matters of a legal nature concerning the corporation, unless the Board of Directors has also appointed a General Tax Counsel, in which event the General Tax Counsel s h a l l have general supervision of a l l tax matters of a le g a l nature concerning the corporation.

The corporation may have a Chief Financial O f f i c e r who s h a l l be appointed by the Board of Directors and s h a l l have general supervision over the f i n a n c i a l a f f a i r s of the corporation.

6.2 Elect^ion and Term. A l l Officers s h a l l be elected by the Board of Directors and s h a l l serve at the w i l l of the Board of Directors and u n t i l t h e i r successors have been elected and have q u a l i f i e d or u n t i l t h e i r e a r l i e r death, resignation, removal, retirement or d i s g u a l i f i c a t i o n .

6.3 Compensation. The compensation of a l l Officers of the corporation s h a l l be fixed by the Board of Directors.

6.4 Removal. Any Offi c e r or agent elected by the Board of Directors may be removed by the Board of Directors at any meeting with respect t o which notice of such purpose have been given to the members thereof.

6.5 Chairman. The Chairman, i f any, s h a l l be the Chief Executive O f f i c e r of the corporation and subject to the o v e r a l l d i r e c t i o n and supervision of the Board of Directors^ and s h a l l be i n general charge of the a f f a i r s of the corporations and s h a l l consult and advise with the Board of Directors on the business and the a f f a i r s of the corporation. The Chairman s h a l l have the power to make and execute contracts on behalf of the corporation and to delegate such power to others.

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6.6 Presidents. The President s h a l l have such powers and perform such duties as may be assigned by the Board of Directors or by the Chairman, i f any. In the absence or d i s a b i l i t y of the President, his or her duties s h a l l be performed by such Vice President as the Chairman, i f any, or t he Board of Directors may designate. The President s h a l l also have the power to make and execute contracts on the corporation's behalf and to delegate such power to others.

6.7 Vice Presidents. The Vice President s h a l l , i n the absence or d i s a b i l i t y of the President, or at the d i r e c t i o n of the President, perform the duties and exercise the powers of the President. I f the corporation has more than one Vice President, the one designated by the Board of Directors s h a l l act i n l i e u of t he President. The Vice President s h a l l perform whatever duties and exercise such powers as the Board of Directors may from time to time assign.

6.8 Secretary. The Secretary s h a l l keep accurate records of the acts and proceedings of a l l meetings of stockholders, directors and committees of directors. He or she s h a l l have authority to give a l l notices required by law or these by-laws. He or she s h a l l be custodian of the corporate books, records, contracts and other documents. The Secretary may a f f i x the corporate seal t o any lawfully executed documents requiring i t and s h a l l sign such instruments as may reguire his or her signature. The Secretary s h a l l perform a l l functions on behalf of ^he corporation i n connection with the transfer of shares, and such additional duties and have such additional powers as may be assigned to him or her from time to time by the Board of Directors.

The Secretary s h a l l keep, or cause to be kept, at the p r i n c i p a l executive o f f i c e , as determined by resolution of the Board, a share r e g i s t e r showing the names of a l l shareholders and t h e i r addresses, the number and classes of shares held by each, the number and date of c e r t i f i c a t e s issued for the same, and ^he number and date of cancellation of every c e r t i f i c a t e surrendered for cancellation.

6.9 Treasurer. The Treasurer s h a l l have custody of a l l funds and securit^ies belonging to the corporation and s h a l l receive, deposit or disburse the same under the d i r e c t i o n of the Board of Directors. The Treasurer s h a l l keep f u l l and true accounts of a l l receipts and disbursements and s h a l l make such reports of the same to the Board of Directors, the Chairman, i f any, and the President upon request. The Treasurer s h a l l perform such additional duties and have such additional powers as may be assigned to him or her from time to time by the Board of Directors.

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6.10 Controller. The Controller s h a l l keep or cause t o be kept i n the books of he corporation provided for that purpose a true account of a l l transactions and of the assets and l i a b i l i t i e s of the corporation. The Controller s h a l l prepare and submits to the Chief Financial O f f i c e r periodic balance sheets, p r o f i t and loss statements and such other schedules as may be required to keep the Chief Financial O f f i c e r , the Chairman, i f any, and the President currently informed of the operations and f i n a n c i a l condition of the corporation, cause adequate i n t e r n a l audits of the f i n a n c i a l transactions of the corporation to be made, prepare and submit annual budgets, and perform such other duties as may be assigned by the Chief Financial O f f i c e r .

6.11 Assistant Secretarv and Assistant Treasurer. The Assistant Secretary and Assistant Treasurer s h a l l , i n the absence or d i s a b i l i t y of the Secretary or the Treasurer, respectively, perform the duties and exercise the powers of t^hose o f f i c e s , and they s h a l l , i n general, perform such other duties as s h a l l be assigned to them by the Board of Directors or by the person appointing them. S p e c i f i c a l l y , the Assistant Secretary may a f f i x the corporate seal to a l l necessary documents and attest the signature of any o f f i c e r of the corporation.

6.12 Bonds. The Board of Directors may by resolution require any and a l l of the o f f i c e r s , agents or employees of the corpora^ ^ion to give bonds to the corporation, with s u f f i c i e n t surety or sureties, conditioned on the f a i t h f u l performance of the duties of t h e i r respective o f f i c e s or positions and to comply with such other conditions as may from time to time be required by ^he Board Of Directors.

ARTICLE SEVEN

Dividends

7^1 Time and Conditions of Declaration. Dividends upon the outstanding shares of the corporation may be declared by tihe Board of Directors at any regular or special meet^ing and paid i n cash, property or i n shares of c a p i t a l stock.

7.2 Reserves. Before the payment of any dividend or the making of any d i s t r i b u t i o n of p r o f i t , there s h a l l be set aside out of the earned surplus or current net earnings of the corporation such sums as the Board of Directors from time to ^ime i n i ^ s absolute d i s c r e t i o n deems proper as a reserve fund for meeting contingencies, to pay and discharge indebtedness, or t o f u l f i l l other purposes which the Board of Directors s h a l l deem ^o be i n the best interest of the corporation.

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7.3 Stock Dividends - Unissued Shares. Dividends may be declared by the Board of D i r e c t o r s and p a i d i n the a u t h o r i z e d but unissued shares of the c o r p o r a t i o n out of any unreserved and u n r e s t r i c t e d surplus of the corporations provided t h a t such shares s h a l l be issued at not l e s s than the par value t h e r e o f , i f any, and there s h a l l be t r a n s f e r r e d t o s t a t e d c a p i t a l at the time such d i v i d e n d i s paid an amount of surplus at l e a s t equal t o ^he aggregate par value, i f any, of the shares t o be issued as a d i v i d e n d .

7^4 stock S p l i t ^ s . A s p l i t or d i v i s i o n of the issued shares of any c l a s s i n t o a greater number of shares of the same c l a s s without i n c r e a s i n g the s t a t e d c a p i t a l of the c o r p o r a t i o n s h a l l not be construed t o be a stock d i v i d e n d wit^hin the meaning of t h i s A r t i c l e Seven.

ARTICLE EIGHT

Shares

8.1 Aut^horization and Issuance of Shares. The maximum number of shares, of any c l a s s , of the c o r p o r a t i o n which may be issued and outstanding s h a l l be as set f o r t h from time t o time i n the A r t i c l e s of I n c o r p o r a t i o n of the c o r p o r a t i o n . The Board of D i r e c t o r s may, by r e s o l u t i o n f i x i n g the number of shares ^o be issued and the amount and k i n d of c o n s i d e r a t i o n t o be r e c e i v e d , increase or decrease the number of issued and outstanding shares of the c o r p o r a t i o n w i t h i n the maximum authorized by ^he A r t i c l e s of I n c o r p o r a t i o n and the minimum requirements of the A r t i c l e s of I n c o r p o r a t i o n and of C a l i f o r n i a law.

8.2 Stock C e r t i f i c a t e s . The i n t e r e s t of each shareholder s h a l l be evidenced by a c e r t i f i c a t e or c e r t i f i c a t e s r e p r e s e n t i n g shares of the c o r p o r a t i o n which s h a l l be i n such form as t^he Board of D i r e c t o r s may from time t o time adopt i n accordance with the C a l i f o r n i a law. Stock c e r t i f i c a t e s s h a l l be c o n s e c u t i v e l y numbered, s h a l l be i n r e g i s t e r e d form, and s h a l l indicat^e the date of i s s u e , and a l l such information s h a l l be entered on the corporation's books. Each c e r t i f i c a t e f o r shares of the c o r p o r a t i o n , the t r a n s f e r of which i s r e s t r i c t e d by law, by these by-laws or by contracts, s h a l l bear a legend conspicuously noting the existence of such r e s t r i c t i o n . Each c e r t i f i c a t e s h a l l be signed by the P r e s i d e n t or a V i c e P r e s i d e n t and the Secretary or an A s s i s t a n t Secretary and s h a l l be sealed with the s e a l of the c o r p o r a t i o n or a f a c s i m i l e thereof^ provided, however, t h a t where such c e r t i f i c a t e i s signed by a t r a n s f e r agent, or r e g i s t e r e d by a r e g i s t r a r , the s i g n a t u r e of any such o f f i c e r may be f a c s i m i l e . In case any o f f i c e r or o f f i c e r s who s h a l l have signed or whose f a c s i m i l e s i g n a t u r e s h a l l have been placed upon a stock c e r t i f i ^

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ca^e s h a l l have ceased for any reason to be such o f f i c e r or o f f i c e r s of the corporation before such c e r t i f i c a t e i s issued, such c e r t i f i c a t e may be issued by the corporat^ion with the same eff e c t as i f the person or persons who signed such c e r t i f i c a t e or whose facsimile signatures s h a l l have been used thereon had no^ ceased to be such o f f i c e r or o f f i c e r s .

8.3 Rights of Corporation with Respect to Registered Owners. P r i o r t o due presentation for transfer of r e g i s t r a t i o n of i t s shares, ^he corporation may treat the registered owner of the shares as the person exclusively e n t i t l e d to vote such shares, t o receive any dividend or other d i s t r i b u t i o n wit^h respect to such shares, and for a l l other purposes^ and the corporation s h a l l not be bound to recognize any eguitable or other claim to or interest i n such shares on the part of any other person, whether or not i t s h a l l have express or other notice thereof, except as otherwise provided by law.

8.4 Transfer of Stock. Transfers of shares, duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, s h a l l be made upon the transfer books of ^he corporation, kept a^ the o f f i c e of the Secretary of t he corporation, only upon d i r e c t i o n of the person named i n the c e r t i f i c a t e , or by an attorney lawfully constituted i n writ^ing^ and before a new c e r t i f i c a t e i s issued, the old certificat^e s h a l l be surrendered for cancellation or, i n the case of a c e r t i f i c a t e alleged to have been l o s t , stolen, or destroyed, ^he provisions of Section 8.5 of these by-laws s h a l l have been complied with.

8.5 Los^^ Stolen or Destroyed C e r t i f i c a t e s . Any person claiming a stock c e r t i f i c a t e to be l o s t , stolen or destroyed s h a l l make an a f f i d a v i t or affirmation of the fact i n such manner as the Board of Directors may reguire and s h a l l , i f the Board of Directors so reguires, give the corporation a bond of indemnity i n form and amount and with one or more sureties s a t i s f a c t o r y to the Board of Directors, as the Board of Directors may require, whereupon an appropriate new c e r t i f i c a t e may be issued i n l i e u of the one alleged to have been l o s t , stolen or destroyed.

8.6 Fixing of Record Date. For the purpose of determining shareholders e n t i t l e d to notice of or to vote at any meeting of shareholders or any adjournment thereof, or e n t i t l e d to receive payment of any dividend, or i n order to make a determination of shareholders for any other proper purpose, the Board of Directors may f i x i n advance a date as the record date, such date to be not more than s i x t y ^60^ days ^and, i n the case of a shareholders' meeting, not less than ten ^10^ days^ p r i o r to the date on which the p a r t i c u l a r action reguiring such det^ermination of shareholders i s to be taken.

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8.7 Record Date i f None Fixed. I f no record date i s f i x e d , as provided i n Section 8.6 of these by-laws, then the record date for any determination of shareholders which may be proper or reguired by law, s h a l l be the date on which notice i s mailed, i n ^he case of a shareholders' meetings the date on which the Board of Directors approves a resolution declaring a dividend, i n t he case of a payment of a dividends and the date on which any other action, the consummation of which reguires a deter­mination of shareholders, i s to be taken, i n the case of such action.

ARTICLE NINE

Indemnification

9.1 Indemnification. The corporat^ion s h a l l , to the maximum extent permitted by the C a l i f o r n i a Corporations Code, indemnify each of i t s d i r e c t o r s , o f f i c e r s and agents against expenses, judgments, fin e s , settlements and other amounts actually and reasonably incurred i n connection with any proceeding a r i s i n g by reason of the fact that any such person i s or was a d i r e c t o r , o f f i c e r or agent of the corporation. The corporation s h a l l also have the authority, to the maximum extent permitted by the C a l i f o r n i a Corporations Code, to advance expenses incurred by any agent of the corporation other than a director or o f f i c e r i n defending any proceeding.

9.2 Insurance. The corporation s h a l l have the authority to purchase and maintain insurance on behalf of agents of the corporation against any l i a b i l i t i y asserted against or incurred by any agen^ i n such capacity or a r i s i n g out of the agent's status as agent.

9.3 D e f i n i t i o n s . For the purposes of t h i s A r t i c l e , an "agent" of ^he corporation includes any person who i s or was a d i r e c t o r , o f f i c e r , employee, or other agent of the corporation, or i s or was serving at the request of the corporation as a direct^or, o f f i c e r , employee, or agent of another corporation, partnership, j o i n t venture, t r u s t , or other enterprise, or was a d i r e c t o r , o f f i c e r , employee, or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the reguest of such predecessor corporation. For purposes of t h i s A r t i c l e , "proceeding" means any threatened, pending or completed action or proceeding, whether c i v i l , c r i m i n a l , administrative or investigative. For purposes of t^his A r t i c l e , "expenses" includes, without l i m i t a t i o n , attorneys' fees and any expenses of establishing a r i g h t to indemnification.

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ARTICLE TEN

Books and Records

10.1 In s p e c t i o n of Books and Records. The Board of D i r e c t o r s s h a l l have power t o determine which accounts, books and records of the c o r p o r a t i o n s h a l l be opened t o the i n s p e c t i o n of share­ho l d e r s , except such as may by law be s p e c i f i c a l l y open t o i n s p e c t i o n , and s h a l l have power t o f i x reasonable r u l e s and r e g u l a t i o n s not i n c o n f l i c t w i t h the a p p l i c a b l e law f o r the ini del Amended by Board of Fiscal Year. The fiscal year of the corporation shall end on i n : Directors' Consent, March 31.

dated April I. 1998. f

z lOl ; Board of D i r e c t o r s may from time t o time determine.

10.4 Annual Statement. The Board of D i r e c t o r s s h a l l present at each annual meeting, and at any s p e c i a l meeting of the share­ho l d e r s , when c a l l e d f o r by the vote of the shareholders, a f u l l and c l e a r statement of the business and c o n d i t i o n of the c o r p o r a t i o n .

ARTICLE ELEVEN

Amendments

11.1 Power t o Amend Bv-laws, The Board of D i r e c t o r s s h a l l have power t o a l t e r , amend or re p e a l these by-laws or adopt new by-laws, but any by-laws adopted by the Board of D i r e c t o r s may be a l t e r e d , amended or repealed, and new by-laws adopted by the shareholders. The shareholders may p r e s c r i b e t h a t any by-law or by-laws adopted by them s h a l l not be a l t e r e d , amended or repealed by the Board of D i r e c t o r s .

11.2 Conditions. A c t i o n taken by the shareholders with respect t o by-laws s h a l l be taken by an a f f i r m a t i v e vote of a m a j o r i t y of a l l shares e n t i t l e d to e l e c t d i r e c t o r s , and a c t i o n by the Board of D i r e c t o r s w i th respect t o by-laws s h a l l be taken by an a f f i r m a t i v e vote of a m a j o r i t y of a l l d i r e c t o r s then h o l d i n g o f f i c e .

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CERTIFICATE OF SECRETARY

The undersigned c e r t i f i e s ^

^1^ That the undersigned i s the duly e l e c t e d and a c t i n g Secretary of New Columbia P i c t u r e s Music, Inc., a C a l i f o r n i a corporations and

^2^ That the foregoing By-Laws c o n s t i t u t e the By-Laws of s a i d c o r p o r a t i o n as duly adopted by Unanimous W r i t t e n Consent of the Board of D i r e c t o r s as of the 25th day of March, 1993.

IN WITNESS WHEREOF, I have hereunto subscribed my name and a f f i x e d the s e a l of s a i d c o r p o r a t i o n as of the 25th day of March, 1993.

^SEAL^

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