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                          CERTIFICATE OF INCORPORATION
                                       OF
                         TAURUS-LITTROW PRODUCTIONS INC.

                  I, the undersigned, for the purposes of incorporating and
organizing a corporation under the General Corporation Law of the State of
Delaware, do execute this Certificate of Incorporation and do hereby certify as
follows:

                  FIRST. The name of the corporation is Taurus-Littrow
Productions Inc.

                  SECOND. The address of the corporation's registered office in
the State of Delaware is One Rodney Square, 10th Floor, Tenth and King Streets,
in the City of Wilmington, County of New Castle, 19801. The name of its
registered agent at such address is RL&F Service Corp.

                  THIRD. The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

                  FOURTH. The total number of shares of stock which the
corporation shall have authority to issue is 100. All such shares are to be
Common Stock, par value of $.01 per share, and are to be of one class.

                  FIFTH. The incorporator of the corporation is Siobhan Cameron,
whose mailing address is P.O. Box 551, Wilmington DE 19899.

                  SIXTH. Unless and except to the extent that the by-laws of the
corporation shall so require, the election of directors of the corporation need
not be by written ballot.

                  SEVENTH. In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors of the
corporation is expressly authorized to make, alter and repeal the by-laws of the
corporation.

                  EIGHTH. A director of the corporation shall not be liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended. Any amendment,
modification or repeal of the foregoing sentence shall not adversely affect any
right or protection of a director of the corporation hereunder in respect of any
act or omission occurring prior to the time of such amendment, modification or
repeal.

                  NINTH. The corporation reserves the right at any time, and
from time to time, to amend, alter, change or repeal any provision contained in
this Certificate of Incorporation, and other provisions authorized by the laws
of the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of any nature conferred upon stockholders, directors or any other
persons by and pursuant to this Certificate of Incorporation in its present form
or as hereafter amended are granted subject to the rights reserved in this
article.

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                  TENTH. The powers of the incorporator are to terminate upon
the filing of this Certificate of Incorporation with the Secretary of State of
the State of Delaware. The name and mailing address of the person who is to
serve as the sole initial director of the corporation until the first annual
meeting of stockholders of the corporation, or until her successor is duly
elected and qualified, is:

                  G. Mary Ruby
                  2525 Speakman Dr., Sheridan Park
                  Mississauga, Ontario L5K 1B1

                  The undersigned incorporator hereby acknowledges that the
foregoing certificate of incorporation is her act and deed on this the 3rd day
of March, 2004.

                                                     /s/ Siobhan Cameron
                                                     --------------------------
                                                     Siobhan Cameron
                                                     Incorporator

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