BYLAWS



                                       OF



                        CIRCLE GROUP ENTERTAINMENT, LTD.



                     A Corporation of the State of Illinois



                                    ARTICLE I



                                     OFFICES



         SECTION 1.1. Illinois Registered Office. The corporation shall

continuously maintain in the State of Illinois a registered office and

registered agent whose office is identical with such registered office.



         SECTION 1. 2. Other Offices. The corporation may have other offices

within or without the state.





                                   ARTICLE II



                                  SHAREHOLDERS



         SECTION 2.1. Annual Meeting. An annual meeting of the shareholders

shall be held at 1:00 p.m. on the 1st day of June for the purpose of electing

directors and for the transaction of such other business as may come before the

meeting. If the day fixed for the annual meeting shall be a legal holiday, such

meeting shall be held on the next succeeding business day.



         SECTION 2.2. Special Meetings. Special meetings of the shareholders may

be called either by the president, the board of directors, or by the holders of

not less than one-fifth of all outstanding shares of the corporation, for the

purpose or purposes stated in the call of the meeting.



         SECTION 2.3. Place of Meeting. The board of directors may designate any

place the place of meeting for any annual meeting or for any special meeting

called by the board of directors. If no designation is made, or if a special

meeting be otherwise called, the place of meeting shall be at 111 W. Maple

Avenue, Mundelein, Illinois.



         SECTION 2.4. Notice of Meetings. Written notice stating the place, date

and hour of the meeting and, in the case of a special meeting, the purpose or

purposes for which the meeting is called, shall be delivered not less than ten

nor more than sixty days before the date of the meeting or, in the case of a

merger, consolidation, share exchange, dissolution, or sale, lease, or exchange







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of assets, not less than twenty nor more than sixty days before the meeting,

either personally or by mail, by or at the direction of the president, or the

secretary, or the officer or persons calling the meeting, to each shareholder of

record entitled to vote at such meeting. If mailed, such notice shall be deemed

to be delivered when deposited with the United States Postal Service, addressed

to the shareholder at his address as it appears on the records of the

corporation, with postage thereon prepaid. When a meeting is adjourned to

another time or place, notice need not be given of the adjourned meeting if the

time and place thereof are announced at the meeting at which the adjournment is

taken.



         SECTION 2.5. Meeting of all Shareholders If all of the shareholders

shall meet at any time and place either within or without the State of Illinois,

and consent to the holding of a meeting at such time and place, such meeting

shall be valid without call or notice, and at such meeting any corporate action

may be taken.



         SECTION 2.6. Fixing of Record Date For the purpose of determining the

shareholders entitled to notice of or to vote at any meeting of shareholders, or

shareholders entitled to receive payment of any dividend, or in order to make a

determination of shareholders, such date in any case to be not more than sixty

days and for a meeting of shareholders, not less than ten days, or in the case

of a merger, consolidation, share exchange, dissolution or sale, lease or

exchange of assets, not less than twenty days before the date of such meeting.

If no record date is fixed for the determination of shareholders entitled to

notice of or to vote at a meeting of shareholders, or shareholders entitled to

receive payment of a dividend, the date on which notice of the meeting is mailed

or the date on which the resolution of the board of directors declaring such

dividend is adopted, as the case may be, shall be the record date for such

determination of shareholders. A determination of shareholders shall apply to

any adjournment of the meeting.



         SECTION 2.7. Voting Lists The officer or agent having charge of the

transfer books for shares of the corporation shall make, within twenty days

after record date or ten days before each meeting of shareholders, whichever is

earlier, a complete list of the shareholders entitled to vote at such meeting,

arranged in alphabetical order, showing the address of and the number of shares

registered in the name of each shareholder, which list, for a period of ten days

prior to such meeting, shall be kept on file at the registered office of the

corporation and shall be open to inspection by any shareholder for any purpose

germane to the meeting, at any time during usual business hours. Such list shall

also be produced and kept open at the time and place of the meeting and may be









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inspected by any shareholder during the whole time of the meeting. The original

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