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                          CERTIFICATE OF INCORPORATION
                                       OF
                              BIG ENGINE FILMS 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 Big Engine Films 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.

         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 30th day of June,
2004.

                                       ------------------------------------
                                       Siobhan Cameron
                                       Incorporator


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