<Page>
Exhibit 3.87
FORM B C A-47
BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ
CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF
(THESE ARTICLES MUST BE FILED IN DUPLICATE)
STATE OF ILLINOIS, )
) ss.
COOK COUNTY )
TO MICHAEL J. HOWLETT, Secretary of State
The undersigned,
<Table>
<Caption>
Address
Name Number Street City State
- ------------------------------------------------------------------------------
James A. Parker 208 S. LaSalle Street, Chicago, Illinois 60604
</Table>
being one or more natural persons of the age of twenty-one years or more or a
corporation, and having subscribed to shares of the corporation to be organized
pursuant hereto, for the purpose of forming a corporation under "The Business
Corporation Act" of the State of Illinois, do hereby adopt the following
Articles of Incorporation:
ARTICLE ONE
The name of the corporation hereby incorporated is: Playboy Franchising, Inc.
ARTICLE TWO
The ADDRESS of its initial registered office in the State of Illinois is:
919 N. Michigan Ave., in the City of Chicago (60611) County of Cook and the NAME
of its initial Registered Agent at SAID address is: William H. Klein.
ARTICLE THREE
<Page>
The duration of the corporation is: Perpetual
ARTICLE FOUR
The purpose or purposes for which the corporation is organized are:
To apply for, secure, obtain, register, purchase, create, lease or
otherwise acquire and to hold, use, own, operate and introduce, and to sell,
assign, lease on royalty or otherwise dispose of, any trademarks, service marks
and trade names, copyrights, labels and designs, letters patent, patent rights,
patent applications, inventions, improvements, processes, formulas, and any
licenses or grants with respect to any one or more of the foregoing; to use,
exercise, develop, grant licenses and territorial rights in respect of, sell, or
otherwise turn to account any such trademarks, service marks, trade names,
copyrights, labels, designs, patents, applications, processes, formulas and
inventions or the like, or any such property or rights, including the goodwill
of any thereof; to supervise or otherwise exercise such control over its said
licensees and the business conducted by them as may be agreed upon its contracts
with such licensees for the protection of its rights, and to secure to it the
payment of agreed royalties or other considerations; and to manufacture, buy,
sell, or deal in any article produced as the result or through the use of, any
such property or property interests, or any articles of any description used, or
suitable to be used in connection therewith.
Without limiting the foregoing purposes, to manufacture, buy, sell,
lease, trade, distribute, perform all nature of services with respect to and
generally deal in goods, wares and merchandise and to acquire, lease, own, use,
convey and otherwise dispose of and deal in real property or any interest
therein.
ARTICLE FIVE
PARAGRAPH 1: The aggregate number of shares which the corporation is 10,000,
divided into ONE classes. The designation of each class, the number of shares of
each class, and the par value, if any, of the shares of each class, or a
statement that the shares of any class are without par value, are as follows:
<Table>
<caption>
Class Series Number of Par value per share or statement that shares
(If any) Shares are without par value
Common None 10,000 No par value
</Table>
PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the
special or relative rights in respect of the shares of each class are: None
Page 2
<Page>
ARTICLE SIX
The class and number of shares which the corporation proposes to issue
without further report to the Secretary of State, and the consideration
(expressed in dollars) to be received by the corporation therefor, are:
<Table>
<Caption>
Class of shares Number of shares Total consideration to be
received therefor:
Common 10 $ 1,000.00
$
</Table>
ARTICLE SEVEN
The corporation will not commence business until at least one thousand
dollars has been received as consideration for the issuance of shares.
ARTICLE EIGHT
The number of directors to be elected at the first meeting of the
shareholders is: three
ARTICLE NINE
PARAGRAPH 1: It is estimated that the value of all property to be owned by the
corporation for the following year wherever located will be $__________
PARAGRAPH 2: It is estimated that the value of the property to be located within
the State of Illinois during the following year will be $__________
PARAGRAPH 3: It is estimated that the gross amount of business which will be
transacted by the corporation during the following year will be $__________
PARAGRAPH 4: It is estimated that the gross amount of business which will be
transacted at or from places of businss in the State of Illinois during the
following year will be $__________
NOTE: If all the property of the corporation is to be located in this
State and all of its business is to be transacted at or from places of business
in this State, or if the incorporators elect to pay the initial franchise tax on
the basis of its entire stated capital and paid-in surplus, then the information
called for in Article Nine need not be stated.
Page 3
<Page>
/s/ James A. Parker
-------------------------
James A. Parker
-------------------------
-------------------------
Incorporators
------------------------- Signatures
-------------------------
-------------------------
-------------------------
NOTE: There may be one or more incorporators. Each incorporator shall be
either a corporation, domestic or foreign, or a natural person of the age of
twenty-one years or more. If a corporation acts as incorporator, the name of the
corporation and state of incorporation shall be shown and the execution must be
by its President or Vice-President and verified by him, and the corporate seal
shall be affixed and attested by its Secretary or an Assistant Secretary.
OATH AND ACKNOWLEDGMENT
STATE OF ILLINOIS
ss.
Cook County
I, Betty J. Daum, a Notary Public, do hereby certify that on the 1st
day of Nov., 1976 James A. Parker personally appeared before me and being first
duly sworn by me acknowledged the signing of the foregoing document in the
respective capacities therein set forth and declared that the statements therein
contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and
year above written.
[SEAL] /s/ Betty J. Daum
----------------------------------
Notary Public
Page 4
<Page>
JIM EDGAR
SECRETARY OF STATE
STATE OF ILLINOIS
ARTICLES OF AMENDMENT
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adtopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is Playboy Franchising, Inc.
(NOTE 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was
adopted on November 11, 1988 in the manner dictated 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)
/X/ 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 the
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:)
NO CHANGE
- --------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
(over)
Page 5
<Page>
PAGE 2
RESOLUTION
"RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by deleting Article 4., and inserting in lieu thereof a new Article 4.
which Article shall read in its entirety as follows:
4. The purpose or purposes for which the Corporation is organized are
for the transaction of any and all lawful business or purposes for
which corporations may be incorporated under the Illinois Business
Corporation Law of 1983."
Page 6
<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 to 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 November 11, 1988 PLAYBOY FRANCHISING, INC.
--------------------------------
(EXACT NAME OF CORPORATION)
by /s/ James P. Radtke
-----------------------------
attested by /s/ Howard Shapiro (SIGNATURE OF PRESIDENT)
--------------------------------
(SIGNATURE OF ASSISTANT SECRETARY)
James P. Radtke - President
Vice President & --------------------------------
Howard Shapiro, Assistant Secretary (TYPE OR PRINT NAME AND TITLE)
--------------------------------------
(TYPE OR PRINT NAME AND TITLE)
(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 7
<Page>
Page 8
<Page>
JIM EDGAR
SECRETARY OF STATE
STATE OF ILLINOIS
ARTICLES OF AMENDMENT
Pursuant to the provisions of "The Business Corporation Act of 1983", the
undersigned corporation hereby adopts these Articles of Amendment to its
Articles of Incorporation.
ARTICLE ONE The name of the corporation is PLAYBOY FRANCHISING, INC.
(NOTE 1)
ARTICLE TWO The following amendment of the Articles of Incorporation was
adopted on October 12, 1993 in the manner dictated 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 7.10.
(NOTE 4)
/X/ 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 the amendment.
(NOTE 3)
(INSERT AMENDMENT) See page 2
<Page>
(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:)
GODDESS PRODUCTIONS, INC.
- --------------------------------------------------------------------------------
(NEW NAME)
All changes other than name, include on page 2
(over)
2
<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 Goddess Productions, Inc."
3
<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 to 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.
<Table>
Date October 12, 1993 GODDESS PRODUCTIONS, INC.
------------------------------------------------
(EXACT NAME OF CORPORATION AT DATE OF EXECUTION)
by /s/ David Chemerow
---------------------------------------------
attested by /s/ Howard Shapiro (SIGNATURE OF PRESIDENT)
--------------------------------
(SIGNATURE OF ASSISTANT SECRETARY)
Howard Shapiro, Vice President & David Chemerow - President & Asst.
------------------------------------ ----------------------------------
Asst. Secretary Treasurer
--------------- ----------------------------------
(TYPE OR PRINT NAME AND TITLE) (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____
___________________________________ ____________________________________
___________________________________ ____________________________________
___________________________________ ____________________________________
4
<Page>
___________________________________ ____________________________________
5
<Page>
STATEMENT OF CHANGE
OF REGISTERED AGENT
AND/OR REGISTERED
OFFICE
1. CORPORATE NAME: GODDESS PRODUCTIONS, INC.
2. STATE OR 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 Street
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 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 was authorized by: ("X" one box only)
a. / / 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.
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.
<Table>
Dated May 20 1994 GODDESS PRODUCTIONS, INC.
(Exact Name of Corporation)
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
</Table>
(If change of registered office by registered agent, sign here. See Note 5)
The undersigned, under penalties of perjury, affirms that the facts stated
herein are true.
Dated: 1994
---------------- -------------------------------------------
(Signature of Registered Agent of Record)
<Page>
ARTICLES OF AMENDMENT
1. CORPORATE NAME: Goddess Production, Inc.
(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
on 9/1 1994 in the manner indicated 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 this 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 Section 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)
/X/ By the shareholders, in accordance with Section 10.20 and 7.20, 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 4)
3. TEXT OF AMENDMENT:
(a) When amendment effects a name change, inset the new corporate name
below. Use Page 2 for all other amendments. Article I: The name of the
corporation is:
Cameo Films, 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)
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 Cameo Films, Inc."
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 or
the number of issued shares of that class, provided for or effected by
this amendment, is a 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")
(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,
"NO CHANGE")
no change
Before Amendment After Amendment
Paid-in-Capital $_________ $___________
(COMPLETE EITHER ITEM 6 OR 7 BELOW)
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 September 30, 1994 CAMEO FILMS, INC.
-------------------------------
(EXACTNNAME OF CORPORATION)
attested by /s/ Irma Villarreal by /s/ Howard Sharpiro
----------------------------- ----------------------------
(SIGNATURE OF SECRETARY) (SIGNATURE OF VICE PRESIDENT)
Howard Shapiro, Vice President
------------------------------
Irma Villarreal, Secretary
----------------------------------
(TYPE OR PRINT NAME AND TITLE) (TYPE OR PRINT NAME AND TITLE)
7. If amendment is authorized pursuant to Section 10.10 by the incorporators,
the incorporators must sign below.
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.
The undersigned affirms, under the penalties of perjury, that the facts
stated herein are true.
Dated________________, 19____
_________________________________ _____________________________________
_________________________________ _____________________________________
_________________________________ _____________________________________
_________________________________ _____________________________________
3
<Page>
ARTICLES OF AMENDMENT
File # 5102-271-8
1. CORPORATE NAME: CAMEO FILMS, INC..
(Note 1)
2. MANNER OF ADOPTION OF AMENDMENT:
The following amendment of the Articles of Incorporation was adopted
on as of October 26, 1999 1
(Month & Day) (Year)
in the manner indicated 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;
(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 this amendment.
(Note 3)
/X/ 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 Section 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)
/ / By the shareholders, in accordance with Section 10.20 and 7.20, 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, inset the new corporate name
below. Use Page 2 for all other amendments. Article I: The name of the
corporation is:
INDIGO ENTERTAINMENT, INC.
- --------------------------------------------------------------------------------
(NEW NAME)
All changes othr than name, include on page 2
(over)
<Page>
(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)
N/A
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 or the
number of issued shares of that class, provided for or effected by this
amendment, is a follows (IF NOT APPLICABLE, INSERT "NO CHANGE")
N/A
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")
N/A
(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,
"NO CHANGE")
Before Amendment After Amendment
Paid-in-Capital $______________ $______________
(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 October 26, 1999 INDIGO ENTERTAINMENT, INC.
(Month & Day) (Year) ------------------------------------
(EXACTNAME OF CORPORATION AT DATE OF
EXECUTION)
attested by /s/ Robert Campbell by /s/ Howard Sharpiro
---------------------------- ----------------------------------
(SIGNATURE OF SECRETARY OR (SIGNATURE OF VICE PRESIDENT)
ASSISTANT SECRETARY)
Robert Campbell, Assistant Secretary Howard Shapiro, Vice President & Secretary
-------------------------------------- --------------------------------------------
(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)
_________________________________ _____________________________________
_________________________________ _____________________________________
_________________________________ _____________________________________
_________________________________ _____________________________________
3