<Page>
Exhibit 3.29
BCA-2.10 (REV. JUL. 1984) File #
JIM EDGAR
SECRETARY OF STATE
STATE OF ILLINOIS
ARTICLES OF INCORPORATION
____ in Duplicate This Space For Use By
Secretary of State
Payment must by made by
Certified Check, Cashier's Date 7-30-87
Check, Illinois Attorney's
Check, Illinois C.P.A. Check or License Fee $ 5.00
Money Lender, payable to Franchise Tax $ 25.00
"SECRETARY OF STATE". Filing Fee $ 75.00
--------
DO NOT SEND CASH! Clerk $ 105.00
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned incorporator(s) hereby adopt the following Articles of
Incorporation.
ARTICLE ONE The name of the corporation is
CRITIC'S CHOICE VIDEO, INC.
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(SHALL CONTAIN THE WORD "CORPORATION", "COMPANY", "INCORPORATED",
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"LIMITED", OR AN ABBREVIATION THEREOF)
ARTICLE TWO The name and address of the initial registered agent and its
registered office are:
Registered Agent
Michael J. Freed
----------------------------------------------------
FIRST NAME MIDDLE NAME LAST NAME
Registered Office
200 North LaSalle Street, Suite 2100
----------------------------------------------------
NUMBER STREET SUITE # (A.P.O. BOX
ALONE IS NOT
ACCEPTABLE)
Chicago 60601 Cook
----------------------------------------------------
CHICAGO ZIP CODE COUNTY
ARTICLE THREE The purpose or purposes for which the corporation is organized
are:
If not sufficient to cover this point, add one or more
sheets of this size.
See attached Exhibit "A"
ARTICLE FOUR Paragraph 1: The authorized shares will be:
CLASS *PAR VALUE PER SHARE NUMBER OF SHARES AUTHORIZED
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COMMON NPV 10,000
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Paragraph 2: The preferences, qualifications, limitations,
restrictions and the special or relative rights in respect of the
shares of each class are:
If not sufficient to cover this point, add one or more
sheets of this size.
Not Applicable.
- ----------
* A DECLARATION AS TO A "PAR VALUE" IS OPTIONAL. THIS SPACE MAY BE MARKED
"N/A" WHEN NO REFERENCE TO A PAR VALUE IS DESIRED.
<Page>
ARTICLE FIVE The number of shares to be issued initially, and the
consideration to be received by the corporation therefor, are:
<Table>
<Caption>
*PAR VALUE NUMBER OF SHARES CONSIDERATION TO BE
CLASS PER SHARE PROPOSED TO BE ISSUED RECEIVED THEREFOR
-----------------------------------------------------------------
COMMON NPV 1,000 $ 10,000.00
-----------------------------------------------------------------
$
-----------------------------------------------------------------
$
-----------------------------------------------------------------
$
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5475-247-4 TOTAL $ 10,000.00
-----------------
</Table>
ARTICLE SIX OPTIONAL
The number of directors constituting the initial board of
directors of the corporation is _____, and the name and addresses
of the persons who are to serve as directors until the first
annual meeting of shareholders or until their successors be
elected and qualify are:
NAME RESIDENTIAL ADDRESS
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ARTICLE SEVEN OPTIONAL
(a) It is estimated that the value of all $ ____________
property to be owned by the corporation for
the following year wherever located will be:
(b) It is estimated that the value of the $ ____________
property to be located within the State of
Illinois during the following year will be:
(c) It is estimated that the gross amount of $ ____________
business which will be transacted by the
corporation during the following year will
be:
(d) It is estimated that the gross amount of $ ____________
business which will be transacted from
places of business in the State of Illinois
during the following year will be:
ARTICLE EIGHT OTHER PROVISIONS
ATTACH A SEPARATE SHEET OF THIS SIZE FOR ANY OTHER PROVISION TO
BE INCLUDED IN THE ARTICLES OF INCORPORATION, E.G., AUTHORIZING
PRE-EMPTIVE RIGHTS; DENYING CUMULATIVE VOTING; REGULATING
INTERNAL AFFAIRS; VOTING MAJORITY REQUIREMENTS; FIXING A DURATION
OTHER THAN PERPETUAL, ETC.
NAMES & ADDRESSES OF INCORPORATORS
The undersigned incorporator(s) hereby declare(s), under penalties of
perjury, that the statements made in the foregoing Articles of Incorporation are
true.
Date: July 27, 1987
SIGNATURES AND NAMES POST OFFICE ADDRESS
1. /s/ Michael J. Freed 1. 200 N. LaSalle St., Ste 2100
--------------------------------------- --------------------------------
SIGNATURE STREET
Michael J. Freed Chicago IL 60601
--------------------------------------- --------------------------------
NAME (PLEASE PRINT) CITY/TOWN STATE ZIP
2. 2.
--------------------------------
SIGNATURE STREET
--------------------------------------- --------------------------------
NAME (PLEASE PRINT) CITY/TOWN STATE ZIP
3.
3. --------------------------------
STREET
SIGNATURE
--------------------------------
--------------------------------------- CITY/TOWN STATE ZIP
NAME (PLEASE PRINT)
- ----------
* A DECLARATION AS TO A "PAR VALUE" IS OPTIONAL. THIS SPACE MAY BE MARKED
"N/A" WHEN NO REFERENCE TO A PAR VALUE IS DESIRED.
<Page>
(SIGNATURES MUST BE IN INK ON ORIGINAL DOCUMENT. CARBON COPY, XEROX OR RUBBER
STAMP SIGNATURES MAY ONLY BE USED ON CONFORMED COPIES.)
NOTE: If a corporation acts as incorporator, the name of the corporation and the
state of incorporation shall be shown and the execution shall be by its
President or Vice-President and verified by him, and attested by its Secretary
or an Assistant Secretary.
<Page>
EXHIBIT "A"
To utilize a mail order business to promote, market and sell video tapes,
recorders, related equipment and accessories.
To acquire, own, use, lease as lessor or lessee, convey and otherwise deal
in and with real property and any interest therein.
To buy, sell, franchise, own, use, lease as lessor or lessee, convey and
deal in and with goods, wares and merchandise of every class and description and
to carry on a general manufacturing and merchandising business.
To transact any and all lawful business for which a corporation may be
organized under the Illinois Business Corporation Act.
<Page>
JIM EDGAR
SECRETARY OF STATE
STATE OF ILLINOIS
ARTICLES OF AMENDMENT
ARTICLE ONE The name of the corporation is CRITIC'S CHOICE VIDEO, INC.
(NOTE 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was
adopted on OCTOBER 26, 1988 in the manner indictated below ("X"
one box only)
[ ] By a majority of the incorporators, provided no directors were
named in the articles of incorporation and no directors have been
elected, or by a majority of the board of directors, in
accordance with Section 10.10, the corporation having issued no
shares as of the time of adoption of this amendment.
(NOTE 2)
[ ] By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued but shareholder action
not being required for the adoption of the amendment.
(NOTE 3)
[ ] By the shareholders, in accordance with Section 10.20, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. At a meeting of shareholders, not
less than the minimum number of votes required by statute and by
the articles of incorporation were voted in favor of the
amendment.
(NOTE 4)
[ ] By the shareholders, in accordance with Sections 10.20 and 7.10,
a resolution of the board of directors having been duly adopted
and submitted to the shareholders. A consent in writing has been
signed by shareholders having not less than the minimum number of
votes required by statute and by the articles of incorporation.
Shareholders who have not consented in writing have been given
notice in accordance with Section 7.10.
(NOTE 4)
[XX] By the shareholders, in accordance with Sections 10.20 and 7.10,
a resolution of the board of directors have been duly adopted and
submitted to the shareholders. A consent in writing has been
signed by all the shareholders to vote on this amendment.
(NOTE 4)
(INSERT AMENDMENT) See Page 2
(ANY ARTICLE BEING AMENDED IS REQUIRED TO BE SET FORTH IN ITS ENTIRETY.)
(SUGGESTED LANGUAGE FOR AN AMENDMENT TO CHANGE THE CORPORATE NAME IS: RESOLVED,
THAT THE ARTICLES OF INCORPORATION BE AMENDED TO READ AS FOLLOWS:)
CRITICS' CHOICE VIDEO, INC.
- --------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
(over)
<Page>
PAGE 2
RESOLUTION
RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by amending Article 1., which Article shall read in its entirety as
follows:
"1. The name of the Corporation is CRITICS' CHOICE VIDEO, INC."
<Page>
PAGE 3
ARTICLE THREE The manner in which any exchange reclassification or cancellation
of issued shares or a reduction of the number of authorized
shares of any class below the number of issued shares of that
class provided for or effected by this amendment is as follows:
(IF NOT APPLICABLE, INSERT "NO CHANGE")
NO CHANGE
ARTICLE FOUR (a) The manner in which said attachment affects a change in the
amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of
these accounts) is as follows (IF NOT APPLICABLE, INSERT "NO
CHANGE")
NO CHANGE
(b) The amount of paid-in capital (Paid-in Capital replaces the
terms Stated Capital and Paid-in Surplus and is equal to the
total of these accounts) as changed by this amendment as follows
(IF NOT APPLICABLE, INSERT "NO CHANGE")
NO CHANGE
Before Amendment After Amendment
Paid-in Capital $ ______________ $ _____________
(Complete either Item 1 or 2 below)
(1) The undersigned corporation has caused these articles to be signed by its
duly authorized officers, each of whom affirm, under penalties of perjury, that
the facts stated herein are true.
Dated October 27, 1988 CRITIC'S CHOICE VIDEO, INC.
-------------------------------------
(EXACT NAME OF CORPORATION)
<Table>
attested by /s/ Howard Shapiro by /s/ James P. Radtke
--------------------------------------- ---------------------------------------------
(SIGNATURE OF SECRETARY OR ASSISTANT SECRETARY) (SIGNATURE OF PRESIDENT OR VICE PRESIDENT)
Howard Shapiro, Vice President & Assistant Secretary James P. Radtke, Vice President & Assistant
----------------------------------------------------- -------------------------------------------
(TYPE OR PRINT NAME AND TITLE) Treasurer
----------------
(TYPE OR PRINT NAME AND TITLE)
</Table>
(2) If amendment is authorized by the incorporators, the incorporators must sign
below.
OR
If amendment is authorized by the directors and there are no officers, then a
majority of the directors or such directors as may be designated by the board,
must sign below.
The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.
Dated , 19
<Page>
Form BCA-5.10 STATEMENT OF CHANGE
NFP-105.10 OF REGISTERED AGENT
AND/OR REGISTERED OFFICE File #
- --------------------------------------------------------------------------------
(Rev. Jan. 1991) SUBMIT IN DUPLICATE
George H. Ryan This space for use by
Secretary of State Secretary of State
Department of Business Services Date
Springfield, IL 62756
Telephone (217) 782-6961 Filing Fee $5
REMIT PAYMENT IN CHECK OR MONEY
ORDER, PAYABLE TO "SECRETARY OF STATE" Approved
1. CORPORATE NAME: Critics' Choice Video, Inc.
2. STATE OF COUNTRY OF INCORPORATION: Illinois
3. Name and address of the registered agent and registered office as they
appear on the records of the office of the Secretary of State (BEFORE
CHANGE):
Registered Agent The Prentice-Hall Corporation System, Inc.
----------------------------------------------------------
FIRST NAME MIDDLE NAME LAST NAME
Registered Office 33 North LaSalle St.
---------------------------------------------------------
NUMBER STREET SUITE NO.
(A.P.O. BOX
ALONE IS NOT
ACCEPTABLE)
Chicago, IL 60602 Cook
---------------------------------------------------------
CITY ZIP CODE COUNTY
4. Name and address of the registered agent and registered office shall be
(AFTER ALL CHANGES HEREIN REPORTED):
Registered Agent C T CORPORATION SYSTEM
----------------------------------------------------------
FIRST NAME MIDDLE NAME LAST NAME
Registered Office c/o C T Corporation System, 208 S. La Salle Street
---------------------------------------------------------
NUMBER STREET SUITE NO.
(A.P.O. BOX
ALONE IS NOT
ACCEPTABLE)
Chicago 60604 Cook
---------------------------------------------------------
CITY ZIP CODE COUNTY
5. The address of the registered office and the address of the business office
of the registered agent, as changed, will be identical.
6. The above change was authorized by: ("X" ONE BOX ONLY)
a. /X/ By resolution duly adopted by the board of directors. (NOTE 5)
b. / / By action of the registered agent. (NOTE 6)
NOTE: When the registered agent changes, the signatures of both President and
Secretary are required.
<Page>
7. (IF AUTHORIZED BY THE BOARD OF DIRECTORS, SIGN HERE. SEE NOTE 5)
The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury, that
the facts stated herein are true.
Dated MAY 20, 1994 PLAYBOY PREFERRED, INC.
----------------------------------
<Table>
attested by /s/ Irma Villarreal By /s/ Howard Shapiro
------------------------------------------------- -------------------------------------------------------
(SIGNATURE OF SECRETARY OR ASSISTANT SECRETARY) (SIGNATURE OF PRESIDENT OR VICE PRESIDENT)
Irma Villarreal, Secretary Howard Shapiro, Vice President
------------------------------------------------ ---------------------------------------------------------
(TYPE OR PRINT NAME AND TITLE) (TYPE OR PRINT NAME AND TITLE)
</Table>
(IF CHANGE OF REGISTERED OFFICE BY REGISTERED AGENT, SIGN HERE. SEE NOTE 6)
The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.
Dated 1994 ------------------------------------------
-------------------- -- (SIGNATURE OF REGISTERED AGENT OF RECORD)
2
<Page>
<Table>
Form BCA-10.30 ARTICLES OF AMENDMENT File #5475-247-4
(Rev. Jan. 1999)
Jesse White FILED SUBMIT IN DUPLICATE
Secretary of State OCT 19 2000 PAID THIS SPACE FOR USE BY
Department of Business Services OCT 19 2000 SECRETARY OF STATE
Springfield, IL 62756
Telephone (217) 782-1832 Date 10-18-00
JESSIE WHITE Franchise Tax $
Remit payment in check or money SECRETARY OF STATE Filing Fee* $25.00
order, payable to "Secretary of Expedited Services Penalty
State." Approved: /s/ JK
The filing fee for restated
articles of amendment - $100.00
http://www.sos.state.il.us
</Table>
1. CORPORATE NAME: CRITICS' CHOICE VIDEO, INC.
-----------------------------------------------------------
(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
on October 17 , 2000 in the manner indicated below. ("X" one box only)
----------- ------
(Month & Day) (Year)
- By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
(Note 2)
- By a majority of the board of directors, in accordance with
Section 10.10, the corporation having issued no shares as of the time
of adoption of this amendment;
(Note 2)
- By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued but shareholder action not
being required for the adoption of the amendment;
(Note 3)
- By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
- By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(Notes 4&5)
/X/ By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment;
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the corporate name below.
Use Page 2 for all others amendments.
Article 1: The name of the corporation is:
COLLECTORS' CHOICE MUSIC HOLDINGS. INC.
- --------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
(over)
<Page>
TEXT OF AMENDMENT
(IF AMENDMENT AFFECTS THE CORPORATE PURPOSE, THE AMENDED PURPOSE IS REQUIRED TO
BE SET FORTH IN ITS ENTIRETY. IF THERE IS NOT SUFFICIENT SPACE TO DO SO, ADD ONE
OR MORE SHEETS OF THIS SIZE.)
To operate a direct marketing business (including catalogs, websites and future
technology) relating to music.
To acquire, own, use, lease as lessor or lessee, convey and otherwise deal in
and with real property and any interest therein.
To buy, sell, franchise, own, use, lease as lessor or lessee, convey and deal in
and with goods, wares and merchandise of every class and description and to
carry on a general manufacturing and merchandising business.
To transact any and all lawful business for which a corporation may be organized
under the Illinois Business Corporation Act.
<Page>
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares or a reduction of
the number of authorized shares of any class below the number of
issued shares of that class, provided for or affected by this
amendment, is as follows: (IF NOT APPLICABLE, INSERT "NO CHANGE")
No change.
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital
replaces the terms Stated Capital and Paid-in Surplus and is equal to
the total of these accounts) is as follows: (IF NOT APPLICABLE, INSERT
"NO CHANGE")
No change.
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (IF NOT APPLICABLE,
INSERT "NO CHANGE")
Before Amendment After Amendment
---------------- ---------------
Paid-in Capital $ No Change $ No Change
-------------- --------------
(COMPLETE EITHER ITEM 6 OR 7 BELOW. ALL SIGNATURES MUST BE IN BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of
perjury, that the facts stated herein are true.
Dated October 17, 2000 Critics' Choice Video, Inc.
<Table>
attested by /s/ Robert D. Campbell
----------------------------------------------- -----------------------------------------------------------
(SIGNATURE OF SECRETARY OR ASSISTANT SECRETARY) (EXACT NAME OF CORPORATION AT DATE OF EXECUTION)
Robert Campbell, Assistant Secretary by /s/ Howard Shapiro
-------------------------------------------------- --------------------------------------------------------
(TYPE OR PRINT NAME AND TITLE) (SIGNATURE OF PRESIDENT OR VICE PRESIDENT)
Howard Shapiro, Vice President
--------------------------------------------------------
(TYPE OR PRINT NAME AND TITLE)
</Table>
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10, and there
are no officers, then a majority of the directors or such directors as may be
designated by the board, must sign below, and type or print name and title.
The undersigned affirms, under penalties of perjury, that the facts stated
herein are true.
Dated ,
---------------------------------------- ---------------
(MONTH & DAY) (YEAR)
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
<Page>
<Table>
Form BCA-10.30 ARTICLES OF AMENDMENT File #D5475-247-4
(Rev. Jan. 1999)
Jesse White FILED SUBMIT IN DUPLICATE
Secretary of State DEC 20 2001 PAID THIS SPACE FOR USE BY
Department of Business Services DEC 28 2001 SECRETARY OF STATE
Springfield, IL 62756
Telephone (217) 782-1832 Date 12-20-01
JESSIE WHITE Franchise Tax $
Remit payment in check or money SECRETARY OF Filing Fee* $25.00
order, payable to "Secretary of STATE Expedited Services Penalty
State." Approved:
The filing fee for restated
articles of amendment - $100.00
http://www.sos.state.il.us
</Table>
1. CORPORATE NAME: Collectors' Choice Music Holdings, Inc.
-----------------------------------------------------------
(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted on
December 18, 2001 in the manner indicated below. ("X" one box only)
------------- ------
(Month & Day) (Year)
- By a majority of the incorporators, provided no directors were named
in the articles of incorporation and no directors have been elected;
(Note 2)
- By a majority of the board of directors, in accordance with
Section 10.10, the corporation having issued no shares as of the time
of adoption of this amendment;
(Note 2)
- By a majority of the board of directors, in accordance with
Section 10.15, shares having been issued but shareholder action not
being required for the adoption of the amendment;
(Note 3)
- By the shareholders, in accordance with Section 10.20, a resolution of
the board of directors having been duly adopted and submitted to the
shareholders. At a meeting of shareholders, not less than the minimum
number of votes required by statute and by the articles of
incorporation were voted in favor of the amendment;
(Note 4)
- By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
shareholders having not less than the minimum number of votes required
by statute and by the articles of incorporation. Shareholders who have
not consented in writing have been given notice in accordance with
Section 7.10;
(Notes 4&5)
/X/ By the shareholders, in accordance with Sections 10.20 and 7.10, a
resolution of the board of directors having been duly adopted and
submitted to the shareholders. A consent in writing has been signed by
all the shareholders entitled to vote on this amendment;
(Note 5)
3. TEXT OF AMENDMENT:
a. When amendment effects a name change, insert the corporate name below.
Use Page 2 for all others amendments.
Article 1: The name of the corporation is:
Itasca Holdings, Inc.
- --------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
(over)
<Page>
TEXT OF AMENDMENT
b. (IF AMENDMENT AFFECTS THE CORPORATE PURPOSE, THE AMENDED PURPOSE IS
REQUIRED TO BE SET FORTH IN ITS ENTIRETY. IF THERE IS NOT SUFFICIENT SPACE
TO DO SO, ADD ONE OR MORE SHEETS OF THIS SIZE.)
To engage in any lawful act of activity for which corporations may be
organized under the General Corporation Law of Illinois.
To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in
and deal with goods, wares and merchandise and personal property of every
class and description.
To acquire, and pay for in cash, stock or bonds of this corporation or
otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any
person, firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names,
relating to or useful in connection with any business of this corporation.
To acquire by purchase, subscription or otherwise, and to receive, hold,
own, assume, sell, assign, exchange, transfer, mortgage, pledge or
otherwise dispose of or deal in and with any of the shares of the capital
stock, or any voting trust certificates in respect of the shares of capital
stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts,
and other securities, obligations, chooses in action and evidences of
indebtedness or interest issued or created by any corporations, joint stock
companies, syndicates, associations, firms, trusts or persons, public or
private, or by the government of the United States of America, or by any
foreign government, or by any state, territory, province, municipality or
other political subdivision or by any governmental agency, and as owner
thereof to possess and exercise all the rights, powers and privileges of
ownership, including the right to execute consents and vote thereon and to
do any and all acts and things necessary or advisable for the preservation
protection improvement and enhancement in value thereof.
To borrow or raise money for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept,
endorse, execute and issue promissory notes, drafts, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences
of indebtedness, and to secure the payment of any thereof and of the
interests thereon by mortgage upon or pledge, conveyance or assignment in
trust of the whole or any part of the property of the corporation, whether
at the time owned or thereafter acquired, and to sell, pledge or otherwise
dispose of such bonds or other obligations of the corporation for its
corporate purposes.
To purchase, receive, take by grant, gift, devise, bequest or otherwise
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise
deal in and with real or personal property, or any interest therein,
whenever situated, and to sell, convey, lease, exchange, transfer or
otherwise dispose of, or mortgage or pledge, all or any of the
corporation's property and assets, or any interest therein, wherever
situated.
In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Illinois or by any other law of Illinois
or by this Certificate of Incorporation together with any powers incidental
thereto, so far as such powers and privileges are necessary or convenient
to the conduct, promotion or attainment of the business or purposes of the
corporation.
2
<Page>
4. The manner, if not set forth in Article 3b, in which any exchange,
reclassification or cancellation of issued shares, or a reduction of the
number of authorized shares of any class below the number of issued shares
of that class, provided for or effected by this amendment, is as follows:
(IF NOT APPLICABLE, INSERT "NO CHANGE")
No change.
5. (a) The manner, if not set forth in Article 3b, in which said amendment
effects a change in the amount of paid-in capital (Paid-in capital
replaces the terms Stated Capital and Paid-in Surplus and is equal to
the total of these accounts) is as follows: (IF NOT APPLICABLE, INSERT
"NO CHANGE")
No change.
(b) The amount of paid-in capital (Paid-in Capital replaces the terms
Stated Capital and Paid-in Surplus and is equal to the total of these
accounts) as changed by this amendment is as follows: (IF NOT APPLICABLE,
INSERT "NO CHANGE")
No change.
Before Amendment After Amendment
Paid-in Capital $No Change $No Change
------------- -------------
(COMPLETE EITHER ITEM 6 OR 7 BELOW. ALL SIGNATURES MUST BE IN BLACK INK.)
6. The undersigned corporation has caused this statement to be signed by its
duly authorized officers, each of whom affirms, under penalties of perjury,
that the facts stated herein are true.
<Table>
Dated: December 18 , 2001 Collectors' Choice Music Holdings, Inc.
----------------------- ------ -----------------------------------------------------
(MONTH & DAY) (YEAR) (EXACT NAME OF CORPORATION AT DATE OF EXECUTION)
attested by /s/ Robert D. Campbell By /s/ Howard Shapiro
------------------------------------ ---------------------------------------------------
(SIGNATURE OF SECRETARY OF ASSISTANT SECRETARY) (SIGNATURE OF PRESIDENT OR VICE PRESIDENT)
Robert Campbell, Assistant Secretary Howard Shapiro, Vice President
------------------------------------ -----------------------------------------------------
(TYPE OR PRINT NAME AND TITLE) (TYPE OR PRINT NAME AND TITLE)
</Table>
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below, and type or print name and title.
OR
If amendment is authorized by the directors pursuant to Section 10.10 and
there are no officers, then a majority of the directors or such directors
as may be designated by the board, must sign below, and type or print name
and title.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated ,
---------------------------------------- ---------------
(MONTH & DAY) (YEAR)
-------------------------------- -------------------------------------
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---------------------------------------------------------------------------
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3