CERTIFICATE OF AMENDMENT TO

                         CERTIFICATE OF INCORPORATION OF

                             KIDEO PRODUCTIONS, INC.

                        (Under Section 242 of the General
                    Corporation Law of the State of Delaware)

      Kideo Productions, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "DGCL"),

         DOES HEREBY CERTIFY THAT:

     FIRST: The present name of this corporation is Kideo Productions, Inc., and
the original Certificate of Incorporation of this corporation was filed with the
State of Delaware pursuant to the DGCL on June 24, 1994.

     SECOND: Section 5.3.3 of Article 5 of the Certificate of Incorporation is
hereby amended to change the phrase "Any director may be removed from office
only for cause and only by the affirmative vote of: . . . " to read as follows:

     "Any director may be removed from office for cause or without cause by the
     affirmative vote of: . . . "

     THIRD: The foregoing amendment was adopted by the unanimous vote of the
directors of this corporation and by the holders of the requisite number of
shares of this corporation in accordance with Section 228 of the DGCL.

     IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of
Incorporation of this corporation has been signed, and the statements made
herein affirmed as true under the penalties of perjury, this 24th day of May
1996.

/s/ Richard L. Bulman
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Richard L. Bulman
President