SECOND SUPPLEMENTAL INDENTURE





         Second Supplemental Indenture (this "Second Supplemental Indenture"),

dated as of July 14, 2004 among IMAX Corporation, a corporation incorporated

under the federal laws of Canada (the "Company"), the Guarantors named in the

Indenture referred to below (the "Existing Guarantors"), the First Supplemental

Guarantors named in the Supplemental Indenture referred to below, Big Engine

Films Inc. (the "Guaranteeing Subsidiary") and U.S. Bank National Association,

as trustee under the Indenture referred to below (the "Trustee").



                               W I T N E S S E T H



         WHEREAS, the Company and the Existing Guarantors have heretofore

executed and delivered to the Trustee an indenture (the "Indenture"), dated as

of December 4, 2003, as amended by the First Supplemental Indenture dated as of

April 1, 2004 among the Company, the Existing Guarantors, 3D Sea II Ltd. and

Taurus-Littrow Productions Inc. (the "First Supplemental Guarantors") and the

Trustee (the "First Supplemental Indenture"), providing for the issuance of

9-5/8% Senior Notes due 2010 (the "Securities");



         WHEREAS, the Indenture provides that under certain circumstances the

Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental

indenture pursuant to which any newly-acquired or created Guarantor shall

unconditionally guarantee all of the Company's obligations under the Securities

and the Indenture on the terms and conditions set forth herein (the "Subsidiary

Guarantee"); and



         WHEREAS, pursuant to Section 901 of the Indenture, the Trustee is

authorized to execute and deliver this Second Supplemental Indenture.



         NOW THEREFORE, in consideration of the foregoing and for other good and

valuable consideration, the receipt of which is hereby acknowledged, the

Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the

equal and ratable benefit of the Holders of the Securities as follows:



         1. Capitalized Terms. Capitalized terms used herein without definition

shall have the meanings assigned to them in the Indenture.



         2. Agreement to Guarantee. The Guaranteeing Subsidiary irrevocably and

unconditionally guarantees the Guarantee Obligations, which include (i) the due

and punctual payment of the principal of, premium, if any, and interest and

Special Interest, if any, on the Securities, whether at maturity, by

acceleration, redemption, upon a Change of Control Offer, upon an Asset Sale

Offer or otherwise, the due and punctual payment of interest on the overdue

principal and premium, if any, and (to the extent permitted by law) interest on

any interest on the Securities, and payment of expenses, and the due and

punctual performance of all other obligations of the Company, to the Holders or

the Trustee all in accordance with the terms set forth in Article XIII of the

Indenture, and (ii) in case of any extension of time of payment or renewal of

any Securities or any such other obligations, that the same will be promptly

paid in full when due or performed in accordance with the terms of the extension

or renewal, whether at stated maturity, by acceleration, redemption, upon a

Change of Control Offer, upon an Asset Sale Offer or otherwise.





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         The obligations of the Guaranteeing Subsidiary to the Holders and to

the Trustee pursuant to this Subsidiary Guarantee and the Indenture are

expressly set forth in Article XIII of the Indenture and reference is hereby

made to such Indenture for the precise terms of this Subsidiary Guarantee.



         No past, present or future director, officer, partner, manager,

employee, incorporator or stockholder (direct or indirect) of the Guaranteeing

Subsidiary (or any such successor entity), as such, shall have any liability for

any obligations of the Guaranteeing Subsidiary under this Subsidiary Guarantee

or the Indenture or for any claim based on, in respect of, or by reason of, such

obligations or their creation, except in their capacity as an obligor or

Guarantor of the Securities in accordance with the Indenture.



         This is a continuing Guarantee and shall remain in full force and

effect and shall be binding upon the Guaranteeing Subsidiary and its successors

and assigns until full and final payment of all of the Company's obligations

under the Securities and Indenture or until released in accordance with the

Indenture and shall inure to the benefit of the successors and assigns of the

Trustee and the Holders, and, in the event of any transfer or assignment of

rights by any Holder or the Trustee, the rights and privileges herein conferred

upon that party shall automatically extend to and be vested in such transferee

or assignee, all subject to the terms and conditions hereof. This is a Guarantee

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