**AMENDED
      AND RESTATED**


**CERTIFICATE
      OF INCORPORATION OF**


**GENIUS
      PRODUCTS, INC.**




Genius
      Products, Inc., a corporation organized and existing under the laws of the
      State
      of Delaware, hereby certifies as follows:





1. The
      name
      of this Corporation is Genius Products, Inc. The original Certificate of
      Incorporation was filed on March 2, 2005.





2. This
      Amended and Restated Certificate of Incorporation restates and amends the
      original Certificate of Incorporation to read in its entirety as
      follows:





**Article
      I**




The
      name
      of the corporation is Genius Products, Inc. (the “ Corporation ”).




**Article
      II**




The
      address of the Corporation’s registered office in the State of Delaware is 615
      South Dupont Highway, in the City of Dover, County of Kent, Delaware 19901.
      The
      name of its registered agent at such address is National Corporate Research
      Ltd.




**Article
      III**




The
      nature of the business of the Corporation and the objects or purposes to be
      transacted, promoted or carried on by it are as follows: To engage in any lawful
      act or activity for which corporations may be organized under the General
      Corporation Law of the State of Delaware, subject to (i) the limitation on
      business and activities of the Corporation contained in Section 3.7 of the
      LLC
      Agreement and (ii) receipt of prior approval for certain activities of the
      Corporation from the holders of Series W Preferred Stock to the extent required
      under Section
      (B)(1)(b)(iii) of Article IV .




**Article
      IV**




A. **Classes
      of Stock** **.** The
      total number of shares of all classes of stock that the Corporation is
      authorized to issue is 310,000,000 shares, consisting of 300,000,000 shares
      of
      Common Stock with a par value of $0.0001 per share, and 10,000,000 shares of
      Preferred Stock with a par value of $0.0001 per share.




Any
      of
      the shares of Preferred Stock may be issued from time to time in one or more
      series. Subject to the limitations and restrictions in this Article IV, the
      Board of Directors or a Committee of the Board of Directors, to the extent
      permitted by law and the Bylaws of the Corporation or a resolution of the Board
      of Directors, by resolution or resolutions, is authorized to create or provide
      for any such series, and to fix the designations, powers, preferences and
      relative, participating, optional or other special rights, and qualifications,
      limitations or restrictions thereof, including, without limitation, the
      authority to fix or alter the dividend rights, dividend rates, conversion
      rights, exchange rights, voting rights, rights and terms of redemption
      (including sinking and purchase fund provisions), the redemption price or
      prices, the dissolution preferences and the rights in respect to any
      distribution of assets of any wholly unissued series of Preferred Stock and
      the
      number of shares constituting any such series, and the designation thereof,
      or
      any of them and to increase or decrease the number of shares of any series
      so
      created, subsequent to the issue of that series but not below the number of
      shares of such series then outstanding. In case the number of shares of any
      series shall be so decreased, the shares constituting such decrease shall resume
      the status which they had prior to the adoption of the resolution originally
      fixing the number of shares of such series.




1




There
      shall be no limitation or restriction on any variation between any of the
      different series of Preferred Stock as to the designations, powers, preferences
      and relative, participating, optional or other special rights, and the
      qualifications, limitations or restrictions thereof; and the several series
      of
      Preferred Stock may, except as hereinafter in this Article IV otherwise
      expressly provided, vary in any and all respects as fixed and determined by
      the
      resolution or resolutions of the Board of Directors or by Committee of the
      Board
      of Directors, providing for the issuance of the various series; provided , however ,
      that
      all shares of any one series of Preferred Stock shall have the same designation,
      powers, preferences and relative, participating, optional or other special
      rights and qualifications, limitations and restrictions.




B. **Rights,
      Preferences and Powers of Series W Preferred Stock** **.** There is
      hereby created a series of Preferred Stock designated Series W Preferred
      Stock, which series shall consist of 100 shares (the “ Series W
      Preferred Stock ”).
      The
      rights, preferences, and powers of the Series W Preferred Stock and the
      qualifications, limitations and restrictions thereof are as set forth below
      in
      this Article IV, Section (B).




1. **Voting** **.** The
      holders of the shares of Series W Preferred Stock shall have the following
      voting rights:




(a) **General** **.** Except
      as
      required by this Certificate of Incorporation or applicable law, **** the
      holders of the shares of Series W Preferred Stock shall be entitled to vote
      on
      all matters submitted to a vote of the stockholders of the Corporation, voting
      together with the holders of the Common Stock (and of any other shares of
      capital stock of the Corporation entitled to vote at a meeting of stockholders)
      as one class.




(b) **Voting
      Power While Threshold Amount Held** **.** So
      long
      as TWC Holders and TWC Permitted Transferees (i) own the shares of Series W
      Preferred Stock and (ii) collectively beneficially own or have the right to
      beneficially own upon conversion, exchange, or redemption of Class W Units
      pursuant to the LLC Agreement at least 20% of the outstanding Common Stock
      (assuming conversion, exchange or redemption of the Class W Units and excluding
      shares of Common Stock issuable upon exercise of outstanding options, warrants
      or other convertible securities of the Corporation) (the “ Threshold
      Amount ”),
      the
      Series W Preferred Stock shall have the following voting rights:




(i) **Majority
      Voting Power** **.** Except
      as otherwise required in this Certificate of Incorporation or by applicable
      law,
      as of each record date for the determination of the Corporation’s stockholders
      entitled to vote on any matter (a “ Record
      Date ”),
      the
      shares of Series W Preferred Stock shall, in the aggregate, have voting rights
      and pow ers
      equal
      to the greatest of (i) 100 votes; (ii) the number of votes attributable to
      the
      number of shares of Common Stock that TWC Holders and the TWC Permitted
      Transferees beneficially own, including without limitation those shares of
      Common Stock which such Persons have the right to acquire, upon conversion,
      exchange, or redemption of Class W Units pursuant to the LLC Agreement, less
      the
      number of votes attributable to the shares of Common Stock which TWC Holders
      and
      TWC Permitted Transferees may vote directly; and (iii) the number of votes
      that,
      together with all other votes entitled to be directly cast by the holders of
      the
      shares of Series W
      Preferred Stock on such Record Date, whether by virtue of beneficial ownership
      of capital stock of the Corporation, proxies, voting trusts or otherwise,
      entitle the holders of the shares of Series W Preferred Stock to exercise one
      vote more than one-half of all votes entitled to be cast as of such Record
      Date
      by all holders of capital stock of the Corporation. Each holder of Series W
      Preferred Stock shall be entitled to notice of any stockholders’ meeting in
      accordance with the Bylaws of the Corporation.




2




(ii) **Board
      of Directors** **.** The
      Board
      of Directors shall consist of seven (7) directors, and at any meeting for the
      election or removal of directors of the Corporation, however such meeting is
      called and regardless of whether such meeting is a special or annual meeting
      of
      stockholders of the Company, or at any adjournment thereof, or in connection
      with any written consent of stockholders of the Company, the holders of Series
      W
      Preferred Stock (voting separately as a single class) shall be entitled to
      elect
      five (5) directors of the Corporation (the “ Series
      W Directors ”),
      three
      (3) of whom at the time of their election must be Independent Directors, and
      to
      remove, without cause, from office any Series W Director and to fill any vacancy
      caused by the resignation, death or removal of any Series W Director. Vacancies
      on the Board resulting from the death, resignation or removal of a Series W
      Director may be filled by the remaining Series W Directors, to hold office
      until
      a qualified successor is elected by the holders of Series W Preferred Stock
      at
      the next regular or special meeting of the shareholders.




(iii) **Protective
      Provisions** **.** In
      addition to voting together with the holders of Common Stock pursuant to Section
      (B)(1) of this Article IV or Section (D) of Article V, the Corporation shall
      not, without first obtaining the approval (by vote or written consent, as
      provided by law) of the holders of at least a majority of the then outstanding
      shares of Series W Preferred Stock, voting as a separate class:




(A) take
      actions in contravention of or engage in activities inconsistent with the
      rights, duties and obligations of the Corporation under the LLC
      Agreement;




(B) cause
      the
      Operating Company to take actions in contravention of or engage in activities
      inconsistent with the rights, duties and obligations of the Operating Company
      under the Distribution Agreement, dated July 17, 2006, between the Operating
      Company and The Weinstein Company LLC (as amended, modified or supplemented
      from
      time to time);




(C) create
      or
      assume any indebtedness or liability, or provide any indirect financial
      assistance, or assume any mortgage, charge or other encumbrance on any property;




(D) sell,
      lease, exchange or dispose of, by any means, a property or assets having a
      value
      in excess of $100,000;




(E) enter
      into or effect any conversion, consolidation or merger;




(F) take
      any
      action to liquidate or dissolve the Corporation;




(G) enter
      into, amend or waive any contract with a Member of the Operating Company or
      with
      any party that is not at arm’s length;




(H) engage,
      remove or replace the independent auditors;




(I) guarantee
      the liabilities or debts of any person other than a subsidiary of the
      Corporation;




(J) declare
      or make any dividends or distributions, except dividends or distributions
      payable solely to holders of Common Stock;




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(K) appoint
      or remove (1) the Chief Executive Officer, Chief Operating Officer, Chief
      Financial Officer, or any other executive level officer or employee or (2)
      any
      other employee whose base compensation is in excess of $150,000 per
      year;




(L) change
      the
      size of its Board of Directors;




(M) approve
      the
      annual or quarterly budget for the Corporation or the Operating Company, or
      vary
      more than 10% from the amount budgeted for any material line item
      therein;




(N) engage
      in
      any debt or equity financing, refinancing, recapitalization or other capital
      raising transaction;




(O) approve
      or enter into any contracts, agreements, understandings or arrangements outside
      the ordinary course or providing for payments by or to the Corporation or any
      of
      its subsidiaries of obligations in excess of $100,000 per year;




(P) commence
      or
      settle any litigation on behalf;




(Q) license
      any item of product outside the ordinary course or on terms other than fair
      market value;




(R) approve
      or adopt any material employee compensation plan or arrangement;




(S) create
      any subsidiaries other than the Operating Company;




(T) amend
      this
      Certificate of Incorporation or the Corporation’s Bylaws, including in either
      case by way of consolidation or merger;




(U) authorizing
      or issuing any shares of capital stock or any instrument exercisable or
      convertible for shares of capital stock, other than issuances of Common Stock
      upon exercise or conversion of securities exercisable or convertible for Common
      Stock in existence on July 21, 2006; or




(V) permit
      any of its subsidiaries, including without limitation the Operating Company,
      to
      do any of the foregoing;




provided , however ,
      that no
      such approval of holders of Series W Preferred Stock shall be required for
      any
      action listed in Section (C)(2)(b) of this Article IV which has been approved
      by
      a Special Vote (as defined therein).




(c) **Vote
      Below Threshold Amount** **.** At such
      time as TWC Holders and TWC Permitted Transferees collectively beneficially
      no
      longer own or have the right to beneficially own, upon conversion, exchange,
      or
      redemption of Class W Units pursuant to the LLC Agreement, the Threshold Amount,
      the rights of the holders of the Series W Preferred Stock pursuant to Section
      (B)(1)(b) shall immediately terminate and each share of Series W Preferred
      Stock
      shall entitle the holder thereof to the number of votes represented by the
      number of shares of Common Stock into which all Class W Units held by TWC
      Holders and TWC Permitted Transferees would be converted, exchanged or redeemed
      pursuant to the LLC Agreement at the record date for such vote, divided by
      the
      number of shares of Series W Preferred Stock outstanding at the record date
      for
      such vote.




4




(d) **Vote
      Required for Certificate of Incorporation or Bylaw
      Amendment** **.** Without
      the approval (by vote or written consent, as provided by law) of the holders
      of
      at least a majority of the then outstanding shares of Series W Preferred
      Stock voting as a separate class, the Corporation will not amend, alter or
      repeal any provision of the Certificate of Incorporation or Bylaws (by merger
      or
      otherwise) so as to adversely affect the preferences, rights or powers of the
      Series W Preferred Stock.




2. **Dividend
      Provisions** **.** The
      holders of outstanding shares of Series W Preferred Stock shall be entitled
      to receive dividends, when, as and if declared by the Board of Directors, out
      of
      the assets of the Corporation legally available therefor, as may be declared
      from time to time by the Board of Directors.




3. **Liquidation** **.** In
      the
      event of the liquidation, dissolution, winding-up or sale or other disposition
      of all or substantially all of the assets of the Corporation, whether voluntary
      or involuntary (“ Liquidation ”),
      the
      holders of Series W Preferred Stock shall be entitled to receive with respect
      to
      each Series W Preferred Share, after payment of or provision for payment of
      the
      debts and other liabilities of the Corporation, cash or any other assets of
      the
      Corporation in an amount (or having a fair market value) equal to $0.01 plus
      all
      accrued but unpaid dividends up to and including the date of Liquidation (the
      “ Liquidation
      Preference ”).
      The
      fair market value of any assets of the Corporation and the proportion of cash
      and other assets distributed by the Corporation to the holders of the Series
      W
      Preferred Stock shall be reasonably determined in good faith by the Board of
      Directors of the Corporation.




4. **Conversion** **.** The
      Series W Preferred Stock shall not be convertible into any other class of
      stock of the Corporation.




C. **Rights,
      Preferences and Restrictions of Common Stock** **.** The
      powers, preferences and rights of the Common Stock and the qualifications,
      limitations and restrictions thereof are as set forth below in this
      Article IV, Section (C).




1. **General**  **Voting
      Rights** **.** Except
      as otherwise required by this Certificate or applicable law, in all matters
      that
      may come before the Corporation’s stockholders, each share of Common Stock shall
      entitle its holder to one vote per share; and




2. **Voting
      Rights Upon Threshold Amount** **.** So
      long
      as TWC Holders and TWC Permitted Transferees collectively beneficially own
      or
      have the right to beneficially own, upon conversion, exchange, or redemption
      of
      Class W Units pursuant to the LLC Agreement, at least the Threshold Amount:




(a) **Board
      of Directors** The
      holders of Common Stock (voting separately as a single class) shall be entitled
      to elect two (2) directors of the Corporation (the “ At-Large
      Directors ”),
      and
      to remove, without cause, from office any At-Large Director and, in the absence
      of any At-Large Directors, to fill any vacancy caused by the resignation, death
      or removal of any At-Large Director. Vacancies on the Board resulting from
      the
      death, resignation or removal of an At-Large Director may be filled by the
      remaining At-Large Director, to hold office until a qualified successor is
      elected by the holders of Common Stock at the next regular or special meeting
      of
      the stockholders.




(b) **Special
      Voting Provisions** **.** The
      following actions may be approved by the vote or consent (a “ Special
      Vote ”)
      of a
      Committee of the Board of Directors composed only of At-Large Directors, or
      the
      holders of at least a majority of the outstanding shares of Common Stock,
      without giving effect to any of the provisions of Section
      (B)(1)(b) of Article IV :




5




(i) defending, settling, fulfilling
      or otherwise managing any of the Corporation’s liabilities, duties or
      obligations arising in, under or from any of the Excluded
      Liabilities;




(ii) prosecuting
      and managing the Corporation’s interest, rights or remedies arising
      in, under or from any of the Excluded
      Assets;




(iii) declaring
      or making dividends or distributions payable solely to holders of Common Stock;




(iv) making
      payments to the holders of the Contingent Dividend Right under the terms
      thereof; and




(v) undertaking
      a Genius Capital Transaction solely to fund activities of the Corporation not
      provided for or reimbursed by the Operating Company, provided that such
      activities constitute Genius Permitted Activities.




3. **Dividend
      Provisions** **.** Subject
      to the prior rights of holders of all classes of stock at the time outstanding
      having prior rights as to dividends, the holders of outstanding shares of Common
      Stock shall be entitled to receive dividends, when, as and if declared by the
      Board of Directors, out of the assets of the Corporation legally available
      therefor, as may be declared from time to time by the Board of Directors.




**Article** **V**




A. **Corporate
      Opportunity** **.** In
      recognition of the fact that TWC, and its directors, officers, employees and
      Affiliates and their respective directors, officers and employees currently
      engage in, and may in the future engage in, the same or similar lines of
      business and have interests in the same areas or types of corporate
      opportunities, and in recognition of the benefits to be derived by the
      Corporation and the Operating Company through their respective continued
      contractual, corporate and business relations with TWC (including possible
      service of directors, officers, employees and Affiliates of TWC or its
      Affiliates as directors, officers and employees of the Corporation), the
      provisions of this Article V are set forth to regulate and define the conduct
      of
      certain affairs of the Corporation as they may involve Authorized Persons,
      their
      Affiliates and their respective directors, officers, and employees, and the
      powers, rights, duties and liabilities of the Corporation and its directors,
      officers, employees and stockholders in connection therewith. In furtherance
      of
      the foregoing, the Corporation renounces any interest or expectancy in, or
      in
      being offered the opportunity to participate in, any corporate opportunity
      which
      may be engaged in by Authorized Persons, their Affiliates or their respective
      directors, officers and employees or to which such persons may have access
      to
      the fullest extent permitted by Section 122(17) of the General Corporation
      Law
      of the State of Delaware (or any successor provision).




B. **Competing
      Activities** **.** To the
      fullest extent permitted by applicable law, no director, officer, employee,
      or
      stockholder of the Corporation, in such capacity, that is an Authorized Person,
      an Affiliate of an Authorized Person or any of their respective directors,
      officers, or employees, acting in his or her capacity as such, shall have any
      obligation to the Corporation to refrain from competing with the Corporation,
      making investments in competing businesses or otherwise engaging in any
      commercial activity that competes with the Corporation. To the fullest extent
      permitted by applicable law, the Corporation shall not have any right, interest
      or expectancy with respect to any such particular investments or activities
      undertaken by any Authorized Person, any Affiliate of an Authorized Person
      or
      any of their respective directors, officers or employees and such investments
      or
      activities shall not be deemed wrongful or improper, and no such person shall
      be
      obligated to communicate, offer or present any potential transaction, matter
      or
      opportunity to the Corporation, even if such potential transaction, matter
      or
      opportunity is of a character that, if presented to the Corporation, could
      be
      taken by the Corporation. If an Authorized Person, any Affiliate of an
      Authorized Person or any of their respective directors, officers or employees
      acquires knowledge of a potential transaction or matter which may be a corporate
      opportunity for both the Authorized Person and the Corporation, the Authorized
      Person, Affiliate of an Authorized Person and their respective directors,
      officers and employees, shall have no duty to communicate or offer such
      corporate opportunity to the Corporation and shall not be liable to the
      Corporation or its stockholders for breach of any fiduciary duty by reason
      of
      the fact that an Authorized Person or any director, officer, or employee of
      an
      Authorized Person, acting in his or her capacity as such, pursues or acquires
      such corporate opportunity for itself, directs such corporate opportunity to
      another person, or does not communicate information regarding such corporate
      opportunity to the Corporation, and the Corporation hereby renounces any
      interest or expectancy in such corporate opportunity.




6




C. Nothing
      in this Article V shall limit or otherwise prejudice any contractual rights
      the
      Corporation may have or obtain against any Authorized Person any Affiliate
      of an
      Authorized Person or any of their respective directors, officers, or
      employees.




D. Notwithstanding
      anything contained in this Certificate of Incorporation to the contrary, in
      addition to any other vote of stockholders required by law or this Certificate
      of Incorporation, the affirmative vote of the holders of at least 80 percent
      of
      the outstanding shares of the Series W Preferred Stock, voting together as
      a
      single class, shall be required to amend, repeal or adopt any provision
      inconsistent with this Article V.




E. Neither
      the alteration, amendment or repeal of this Article V nor the adoption of any
      provision of this Certificate of Incorporation inconsistent with this Article
      V
      shall eliminate or reduce the effect of this Article V in respect of any matter
      occurring, or any cause of action, suit or claim that, but for this Article
      V,
      would accrue or arise, prior to such alteration, amendment, repeal or adoption.




**Article
      VI**




Subject
      to Article IV of this Certificate of Incorporation, the Board of Directors
      is
      expressly authorized to make, alter or repeal the Bylaws of the
      Corporation.




**Article
      VII**




Elections
      of directors need not be by written ballot unless the Bylaws of the Corporation
      shall so provide.




**Article
      VIII**




The
      Corporation reserves the right to amend, alter, change or repeal any provision
      contained in this Certificate of Incorporation, in the manner now or hereafter
      prescribed by statute, and all rights conferred upon stockholders herein are
      granted subject to this reservation.




**Article
      IX**




The
      corporation elects not to be governed by Section 203 of the General Corporation
      Law of the State of Delaware (or any successor provision).




7




**Article
      X**




To
      the
      fullest extent permitted by Delaware statutory or decisional law, as amended
      or
      interpreted, no director of this Corporation shall be personally liable to
      the
      Corporation or its stockholders for monetary damages for breach of fiduciary
      duty as a director. This Article X does not affect the availability of
      equitable remedies for breach of fiduciary duties. The Corporation is authorized
      to provide indemnification of its officers, directors, employees and agents
      to
      the fullest extent now or hereafter permitted by Delaware statutory or
      decisional law, as amended or interpreted.




**Article
      XI**




**Definitions** **.** As used
      in this Certificate of Incorporation, the following terms shall have the
      meanings assigned below:




“ Affiliate ”
shall
      mean any person or entity directly or indirectly controlling or controlled
      by or
      under common control with another person or entity.





“ Authorized
      Person "
      shall
      mean: (i) TWC; (ii) any successor by operation of law (including by merger)
      of
      an Authorized Person; (iii) any person or entity which acquires all or
      substantially all of the assets of an Authorized Person in a single transaction
      or series of related transactions; and (iv) any subsidiary of any person or
      entity describe above.





“ Class
      W Units ”
shall
      mean Class W Units (or any security issued in exchange or substitution, in
      whole
      or in part, by merger or otherwise) in the Operating Company, issued under
      the
      LLC Agreement.





“ Contingent
      Dividend Right ”
shall
      have the same definition herein as in the Master Contribution Agreement.





“ Excluded
      Assets ”
shall
      have the same definition herein as in the Master Contribution Agreement.





“ Excluded
      Liabilities ”
shall
      have the same definition herein as in the Master Contribution Agreement.





“ Genius
      Capital Transaction ”
shall
      have the same definition herein as in the LLC Agreement.





“ Genius
      Permitted Activities ”
shall
      have the same definition herein as in the LLC Agreement.





“ Independent
      Director ”
shall
      mean a director who is an “independent director” as defined in the applicable
      listing standards of the primary stock exchange or trading market on which
      the
      Corporation’s Common Stock is listed for trading, or if such term is not defined
      in such listing standards, then the listing standards of The Nasdaq Stock Market
      in effect from time to time.





“ LLC
      Agreement ”
shall
      mean the Limited Liability Company Agreement of the Operating Company, as it
      may
      be amended, modified or supplemented from time to time.




8




“ Master
      Contribution Agreement ”
shall
      mean that certain Master Contribution Agreement, dated as of December 5, 2005,
      by and among the Corporation, The Weinstein Company Holdings LLC, The Weinstein
      Company Funding LLC and The Weinstein Company LLC, as amended.





“ Operating
      Company ”
shall
      mean Genius Products, LLC, the Delaware limited liability company in which
      the
      Corporation is the managing member, or any successor entity thereto.





“ Person ”
shall
      mean an
      individual, general partnership, limited partnership, limited liability company,
      corporation, trust, estate, real estate investment trust association or any
      other entity.





“ TWC ”
shall
      mean The Weinstein Company Holdings LLC.





“ TWC
      Holders ”
shall
      mean the members of the Operating Company other than the Corporation.





“ TWC
      Permitted Transferee ”
shall
      mean (i) TWC; (ii) any entity all of the equity (other than a *de
      mimimis* amount
      and directors’ qualifying shares) which is directly or indirectly owned by the
      transferor of any other Person; (iii) in the case of a transferor who is an
      individual, (a) such transferor’s spouse and lineal descendants,
      (b) such transferor’s personal representatives and heirs, (c) any trustee
      of any trust created primarily for the benefit of any, some or all of such
      spouse and lineal descendants (but which may include beneficiaries which are
      charities) or of any revocable trust created by such transferor, (d) following
      the death of such transferor, all beneficiaries under either such trust, (e)
      the
      transferor, in the case of a transfer from any Permitted Transferee back to
      its
      transferor and (f) any entity all of the equity of which is directly or
      indirectly owned by any of the foregoing which is not an Affiliate of any Person
      other than the Person described in clauses (a)-(e) above; and (iv)  Bob
      Weinstein or Harvey Weinstein. For the purposes of this definition of “Permitted
      Transferee”, if an entity is directly or indirectly owned by either of Bob or
      Harvey Weinstein, it shall be deemed owned by both of them.





9




IN
      WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation, which
      restates and amends the provisions of the Certificate of Incorporation of the
      Corporation, and which has been duly adopted in accordance with
      Sections 242 and 245 of the Delaware General Corporation Law, has been
      signed and attested this 21 st day of
      July, 2006.






/s/ Trevor
                Drinkwater
              Trevor Drinkwater
              Chief Executive OfficerSecretary
                attest:
            
            /s/Michel
                Urich
              Secretary











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