REGULATIONS
                                       OF
                     BROADWAY SERIES MANAGEMENT GROUP, INC.

                                    ARTICLE I

                                  Shareholders

         Section 1. Annual Meeting. The annual meeting of shareholders shall be
held in the fourth month following the close of each fiscal year of the
corporation on such date as the board of directors may from time to time
determine.

         Section 2. Place of Meeting. All meetings of shareholders shall be held
at the principal office of the corporation or at such other place within or
without the State of Ohio as may be designated in the notice of the meeting.

         Section 3. Quorum. At all meetings of shareholders, a majority of the
shares issued and outstanding and entitled to vote, the holders of which are
present in person or represented by proxy, shall constitute a quorum.

                                   ARTICLE II

                               Board of Directors

         Section 1. Number. The board of directors shall consist of such number
as shall be fixed from time to time at any meeting of shareholders called for
the purpose of electing directors.

         Section 2. Meetings. An organizational meeting of the board of
directors may be held, without notice, immediately after the annual meeting of
shareholders for the purpose of electing officers and attending to such other
business as properly may come before the meeting. Additional meetings may be
held at such times as may be determined from time to time by the board of
directors.

         Section 3. Committees. The board of directors may create an executive
committee or any other committee of the directors to consist of not less than
two directors and may delegate to any such committee any of the authority of the
board, however conferred, other than that of filling vacancies among the
directors or in any committee of the board.

                                   ARTICLE III

                                    Officers

         Section 1. Number and Title. The officers of the corporation shall
consist of a president, such number of vice presidents as the board of directors
may from time to time determine, a




secretary, a treasurer and such other officers and assistant officers as the
board of directors may from time to time determine.

         Section 2. Authority and Duties. Subject to such limitations as the
board of directors may from time to time prescribe, the officers shall each have
such powers and perform such duties as generally pertain to their respective
offices and such further powers and duties as may be conferred from time to time
by the board of directors or, in the case of any officer other than the
president, by the president.

         Section 3. Term. Each officer shall hold office for one year and until
his or her successor is duly elected and qualified.


                                   ARTICLE IV

                                 Indemnification

         The corporation shall, to the full extent permitted by the General
Corporation Law of Ohio as amended from time to time, indemnify all persons whom
it may indemnify pursuant thereto.

                                    ARTICLE V

                             Certificates for Shares

         If any certificate for shares of the corporation is lost, stolen or
destroyed, a new certificate may be issued upon such terms or under such rules
as the board of directors may from time to time determine or adopt.

                                   ARTICLE VI

                                      Seal

         The board of directors may provide for a corporate seal if they so
elect, but such seal shall not be required.

                                   ARTICLE VII

                                   Fiscal Year

         The fiscal year of the corporation shall end on December 31st or such
other date as the board of directors may from time to time determine.