CERTIFICATE OF CANCELLATION
                                       OF
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                         SILVER SCREEN PARTNERS II, L.P.


     Silver Screen Partners II, L.P., a limited partnership  organized under the
Delaware Revised Uniform Limited Partnership Act (the "Act"), for the purpose of
cancelling the Certificate of Limited Partnership of the Partnership pursuant to
ss.17-203 of the Act hereby certified that:

     1. The name of the limited partnership is Silver Screen Partners II, L.P.

     2.  The  limited  partnership's  Certificate  of  Limited  Partnership  was
originally filed in the Office of the Secretary of State on April 26, 1985.

     3. The reason for  filing  this  Certificate  of  Cancellation  is that the
partnership  has  liquidated  its  assets  and  distributed  such  assets to its
partners.

     4. This Certificate of Cancellation  shall become effective on December 30,
1996.

     IN  WITNESS  WHEREOF,  the  undersigned,  constituting  all of the  general
partners of the  Partnership,  have executed this Certificate of Cancellation as
of the ___ day of December, 1996.

                                            GENERAL PARTNERS:

                                            Silver Screen Management, Inc., its
                                                     Managing General Partner


                                            By:      /s/ROLAND W. BETTS
                                                     ---------------------------
                                                     Roland W. Betts
                                                     Title: President/Treasurer


                                            /s/ROLAND W. BETTS
                                            ------------------------------------
                                            Roland W. Betts, its Individual
                                                     General Partner