Exhibit 4.1

                           CERTIFICATE OF DESIGNATION

                                       OF

                           SERIES AA SENIOR CUMULATIVE
                           CONVERTIBLE PREFERRED STOCK

                                       OF

                              EMAK WORLDWIDE, INC.

                              -------------------
                         Pursuant To Section 151 Of The
                General Corporation Law Of The State Of Delaware
                              -------------------

      EMAK Worldwide, Inc., a Delaware corporation (the "Corporation"),
certifies that pursuant to the authority contained in Article Fourth of its
Certificate of Incorporation (the "Certificate of Incorporation"), and in
accordance with the provisions of Section 151 of the General Corporation Law of
the State of Delaware, the Board of Directors of the Corporation at a meeting
duly called and held on September 9, 2004 duly approved and adopted the
following resolution which resolution remains in full force and effect on the
date hereof:

      RESOLVED, that pursuant to the authority vested in the Board of Directors
by the Certificate of Incorporation, the Board of Directors does hereby
designate, create, authorize and provide for the issue of a series of preferred
stock having a par value of $.001 per share, with a liquidation preference of
$1,000 per share (the "Liquidation Preference"), which shall be designated as
the "Series AA Senior Cumulative Convertible Preferred Stock (the "Series AA
Preferred Stock") and which shall consist of 25,000 shares, and which shall have
the following voting powers, preferences and relative, participating, optional
and other special rights, and qualifications, limitations and restrictions
thereof as follows:

1.    Ranking.

      The Series AA Preferred Stock shall, with respect to dividend
distributions and distributions upon the liquidation, winding-up and dissolution
of the Corporation, rank (i) senior to all classes of Common Stock of the
Corporation and to each other class of capital stock or series of preferred
stock established after the Preferred Stock Issue Date by the Board of Directors
the terms of which do not expressly provide that it ranks senior to or on a
parity with the Series AA Preferred Stock as to dividend distributions and
distributions upon the liquidation, winding-up and dissolution of the
Corporation (collectively referred to with the Common Stock of the Corporation
as "Junior Securities"); (ii) on a parity with any additional shares of Series
AA Preferred Stock issued by the Corporation in the future and any other class
of capital stock or series of preferred stock issued by the Corporation
established after the Preferred Stock Issue Date by the Board of Directors, the
terms of which expressly provide that such class or series

                                       1


will rank on a parity with the Series AA Preferred Stock as to dividend
distributions and distributions upon the liquidation, winding-up and dissolution
of the Corporation (collectively referred to as "Parity Securities"); and (iii)
junior to each class of capital stock or series of preferred stock issued by the
Corporation established after the Preferred Stock Issue Date by the Board of
Directors, the terms of which expressly provide that such class or series will
rank senior to the Series AA Preferred Stock as to dividend distributions and
distributions upon liquidation, winding-up and dissolution of the Corporation
(collectively referred to as "Senior Securities"). The issuance of any Junior
Securities, Parity Securities or Senior Securities shall be subject to paragraph
6 and the other provisions of this Certificate of Designation.

2.    Dividends.

      (i)   The holders of shares of the Series AA Preferred Stock shall be
entitled to receive, when, as and if dividends are declared by the Board of
Directors out of funds of the Corporation legally available therefor, cumulative
dividends from the date of issuance of the Series AA Preferred Stock accruing at
the rate per annum of 6% of the Liquidation Preference per share, payable
quarterly in arrears on each March 31, June 30, September 30 and December 31
(each a "Dividend Payment Date"), to the holders of record as of the preceding
March 15, June 15, September 15 and December 15 (each, a "Record Date") whether
or not such Record Date is a Business Day. If any Dividend Payment Date is not a
Business Day, such payment shall be made on the next succeeding Business Day.
Dividends on the Series AA Preferred Stock when and if paid, shall be paid in
cash. Notwithstanding the foregoing, neither the Corporation nor the Board of
Directors shall at any time be obligated to declare and pay any such dividend.
Unpaid dividends (whether or not declared) shall accrue and cumulate as provided
herein.

      (ii)  Dividends on the Series AA Preferred Stock shall be cumulative and
shall accrue whether or not the Corporation has earnings or profits, whether or
not there are funds legally available for the payment of such dividends and
whether or not dividends are declared. Dividends will accumulate to the extent
they are not paid on the Dividend Payment Date for the period to which they
relate, compounded quarterly so that such accrued and unpaid dividends shall be
added (solely for the purpose of calculating dividends payable on the Series AA
Preferred Stock) to the Liquidation Preference of the Series AA Preferred Stock
effective on the Dividend Payment Date on which such dividends were not paid and
shall thereafter accrue additional dividends in respect thereof at the rate set
forth in subparagraph 2(i) above until such accrued and unpaid dividends have
been paid in full.

      (iii) If the Corporation declares or pays any cash dividend on the Common
Stock, the Conversion Price in effect at the opening of business on the day
following the date fixed for the determination of stockholders entitled to
receive such dividend shall be reduced by multiplying such Conversion Price by a
fraction the numerator of which shall be the then-current market price per share
of Common Stock (determined as provided in paragraph 3(xii)) and the denominator
of which shall be the sum of the then-current market price per share of Common
Stock (determined as provided in paragraph 3(xii)) and the per share dividend
which would have been declared and paid with respect to the Common Stock
issuable upon conversion of the Series AA Preferred Stock had all of the
outstanding Series AA Preferred Stock been converted immediately prior to the
record date for such dividend, such reduction to become effective

                                       2


immediately after the opening of business on the day following the date fixed
for such determination of the holders entitled to such dividends. For example,
if the Corporation pays a cash dividend on the Common Stock in the aggregate
amount of One Million Dollars ($1,000,000) at a time when (i) there are
5,800,000 shares of Common Stock outstanding, (ii) the outstanding Series AA
Preferred Stock is convertible into 1,694,915 shares of Common Stock, (iii) the
Conversion Price then in effect is Fourteen Dollars and Seventy Five Cents
($14.75) and (iv) the then-current market price per share of Common Stock is
$12.00; then the Conversion Price would be reduced pursuant to this subparagraph
2(iii) to $14.59 per share, calculated as follows: $14.75 x ($12.00 / ($12.00 +
0.13)) = $14.59. Notwithstanding the foregoing, in no event shall the Conversion
Price be adjusted pursuant to this paragraph 2(iii) to less than the current
market price per share of Common Stock (determined as provided in paragraph
3(xii)) on the Exchange Date.

      (iv)  No dividend whatsoever shall be declared or paid upon, or any sum
set apart for the payment of dividends upon, any outstanding share of the Series
AA Preferred Stock with respect to any dividend period unless all dividends for
all preceding dividend periods have been declared and paid, or declared and a
sufficient sum set apart for the payment of such dividend, upon all outstanding
shares of Series AA Preferred Stock. Unless full cumulative dividends on all
outstanding shares of Series AA Preferred Stock for all past dividend periods
shall have been declared and paid, or declared and a sufficient sum for the
payment thereof set apart, then: (a) no dividend (other than a dividend payable
solely in shares of any Junior Securities or securities to purchase Junior
Securities) shall be declared or paid upon, or any sum set apart for the payment
of dividends upon, any shares of Junior Securities or Parity Securities; (b) no
other distribution shall be declared or made upon, or any sum set apart for the
payment of any distribution upon, any shares of Junior Securities or Parity
Securities, other than a distribution consisting solely of Junior Securities or
securities to purchase Junior Securities; (c) no shares of Junior Securities or
Parity Securities shall be purchased, redeemed or otherwise acquired or retired
for value (excluding an exchange for shares of other Junior Securities or Parity
Securities) by the Corporation or any of its subsidiaries; and (d) no monies
shall be paid into or set apart or made available for a sinking or other like
fund for the purchase, redemption or other acquisition or retirement for value
of any shares of Junior Securities or Parity Securities by the Corporation or
any of its subsidiaries. Holders of the Series AA Preferred Stock will not be
entitled to any dividends, whether payable in cash, property or stock, in excess
of the full cumulative dividends and the dividends provided for in paragraph
2(iii) above as herein described.

3.    Conversion Rights.

      (i)   A holder of shares of Series AA Preferred Stock may convert all or
any portion of such shares at any time, unless previously redeemed, at the
option of the holder thereof into shares of Common Stock of the Corporation. For
the purposes of conversion, each share of Series AA Preferred Stock shall be
valued at the Liquidation Preference plus an amount equal to all accrued and
unpaid dividends, which shall be divided by the Conversion Price in effect on
the Conversion Date (defined below) to determine the number of shares of Common
Stock issuable upon conversion, except that the right to convert shares of
Series AA Preferred Stock tendered for redemption shall terminate at the close
of business on the Business Day preceding the Redemption Date and shall be lost
if not exercised prior to that time, unless the Corporation shall default in
payment of the redemption price contemplated by Section 5. Immediately following

                                       3


such conversion, the rights of the holders of the shares of converted Series AA
Preferred Stock shall cease (other than the right to receive the shares of
Common Stock issued as a result of the conversion) and the persons entitled to
receive the Common Stock upon the conversion of Series AA Preferred Stock shall
be treated for all purposes as having become the owners of such Common Stock. In
addition, for purposes of determining whether any adjustments should be made to
the Conversion Price pursuant to this paragraph 3, all shares of Series AA
Preferred Stock shall be deemed to have been issued on the Preferred Stock Issue
Date (whether or not issued on or after such date and whether or not issued
after the date of any event giving rise to any such adjustment under this
paragraph 3).

      (ii)  To convert shares of Series AA Preferred Stock, a holder must (A)
surrender the certificate or certificates evidencing the shares of Series AA
Preferred Stock to be converted, duly endorsed in a form reasonably satisfactory
to the Corporation, at the office of the Corporation or transfer agent for the
Series AA Preferred Stock, (B) notify the Corporation at such office that such
holder elects to convert Series AA Preferred Stock and the number of shares such
holder wishes to convert, (C) state in writing the name or names in which such
holder wishes the certificate or certificates for shares of Common Stock to be
issued, and (D) pay any transfer or similar tax to the extent required under
paragraph 3(iv). In the event that a holder fails to notify the Corporation of
the number of shares of Series AA Preferred Stock which such holder wishes to
convert, such holder shall be deemed to have elected to convert all shares
represented by the certificate or certificates surrendered for conversion. The
date on which the holder satisfies all those requirements is the "Conversion
Date." As soon as practical following the Conversion Date, the Corporation shall
deliver to the holder a certificate for the number of full shares of Common
Stock issuable upon the conversion, and a new certificate representing the
unconverted portion, if any, of the shares of Series AA Preferred Stock
represented by the certificate or certificates surrendered for conversion. The
person in whose name the Common Stock certificate is registered shall be treated
as the stockholder of record on and after the Conversion Date. The holder of
record of a share of Series AA Preferred Stock at the close of business on a
Record Date with respect to the payment of dividends on the Series AA Preferred
Stock will be entitled to receive such dividends with respect to such share of
Series AA Preferred Stock on the corresponding Dividend Payment Date,
notwithstanding the conversion of such share after such Record Date and prior to
such Dividend Payment Date. The dividend payment with respect to a share of
Series AA Preferred Stock tendered for redemption on a date during the period
from the close of business on any Record Date for the payment of dividends to
the close of business on the Business Day immediately following the
corresponding Dividend Payment Date will be payable on such Dividend Payment
Date to the record holder of such share on such Record Date, notwithstanding the
conversion of such share after such Record Date and prior to such Dividend
Payment Date, and the holder converting such share of Series AA Preferred Stock
need not include a payment of such dividend amount upon surrender of such share
of Series AA Preferred Stock for conversion. If a holder of Series AA Preferred
Stock converts more than one share at a time, the number of full shares of
Common Stock issuable upon conversion shall be based on the total Liquidation
Preferences plus accrued and unpaid dividends thereon of all shares of Series AA
Preferred Stock converted.

      (iii) The Corporation shall not issue any fractional shares of Common
Stock upon conversion of Series AA Preferred Stock. Instead the Corporation
shall pay an amount of cash

                                       4


equal to the product of (A) the fraction of a share otherwise issuable and (B)
the Closing Price of the Common Stock on the Business Day prior to the
Conversion Date.

      (iv)  If a holder converts shares of Series AA Preferred Stock, the
Corporation shall pay any documentary, stamp or similar issue or transfer tax
due on the issue of shares of Common Stock upon the conversion. However, the
holder shall pay any such tax that is due because the shares are issued in a
name other than the holder's name.

      (v)   The Corporation has reserved and shall continue to reserve out of
its authorized but unissued Common Stock or its Common Stock held in treasury
enough shares of Common Stock to permit the conversion of the Series AA
Preferred Stock in full. All shares of Common Stock that may be issued upon
conversion of Series AA Preferred Stock shall be fully paid and nonassessable.

      (vi)  In case the Corporation shall pay or make a dividend or other
distribution on any class of capital stock of the Corporation (other than the
Series AA Preferred Stock) payable in shares of Common Stock, the Conversion
Price in effect at the opening of business on the day following the date fixed
for the determination of stockholders entitled to receive such dividend or other
distribution shall be reduced by multiplying such Conversion Price by a fraction
the numerator of which shall be the number of shares of Common Stock outstanding
at the close of business on the date fixed for such determination and the
denominator of which shall be the sum of such number of shares and the total
number of shares constituting such dividend or other distribution, such
reduction to become effective immediately after the opening of business on the
day following the date fixed for such determination of the holders entitled to
such dividends and distributions. For the purposes of this paragraph 3(vi), the
number of shares of Common Stock at any time outstanding shall not include
shares held in the treasury of the Corporation. The Corporation will not pay any
dividend or make any distribution on shares of Common Stock held in the treasury
of the Corporation.

      (vii) In case the Corporation shall issue or sell (a) Common Stock, (b)
rights, warrants or options entitling the holders thereof to subscribe for or
purchase shares of Common Stock or (c) any security convertible into Common
Stock, in each case at a price, or having an exercise or conversion price, per
share less than the then-current market price per share of Common Stock
(determined as provided in paragraph 3(xii) below) on (x) the date of such
issuance or sale or (y) in the case of a dividend or distribution of such
rights, warrants, options or convertible securities to the holders of Common
Stock, the date fixed for determination of the holders of such Common Stock
entitled to such dividend or distribution (the date specified in clause (x) or
(y) being the "Relevant Date") (excluding any issuance for which an appropriate
and full adjustment has been made pursuant to the preceding subparagraph (vi)),
the Conversion Price shall be reduced by multiplying the then-current Conversion
Price by a fraction of which (A) the numerator shall be the number of shares of
Common Stock outstanding at the open of business on the Relevant Date (including
such shares of Common Stock, rights, warrants or options or convertible
securities (described in clauses (a), (b) and (c) above) as are issued or sold
on the Relevant Date) plus the number of shares of Common Stock which the
aggregate consideration received or receivable (I) for the total number of
shares of Common Stock, rights, warrants or options or convertible securities so
issued or sold, and (II) upon the exercise or conversion of all such rights,
warrants, options or securities, would purchase at the then-current market price
per

                                       5


share of Common Stock (determined as provided in paragraph 3(xii) and (B) the
denominator shall be the number of shares of Common Stock outstanding at the
close of business on the Relevant Date plus (without duplication) the number of
shares of Common Stock subject to all such rights, warrants, options and
convertible securities, such reduction of the Conversion Price to be effective
at the opening of business on the day following the Relevant Date; provided,
that if any such dividend or distribution is rescinded and not paid, then the
Conversion Price shall, as of the date when it is determined that such dividend
or distribution will be rescinded, revert back to the Conversion Price in effect
prior to the adjustment made pursuant to this paragraph. The grant and/or
issuance of any shares of Common Stock or other rights, warrants, options or
convertible securities pursuant to (a) any restricted stock or stock option plan
or program of the Corporation involving the grant or issuance of stock or
options or rights solely to officers, directors, employees and/or consultants of
the Corporation or its subsidiaries at the then-current market price per share
of Common Stock on the date of grant or issuance (without regard to the
computation set forth in clause (xii) below), (b) any option, warrant, right, or
convertible security outstanding as of the date hereof, (c) the terms of a
firmly committed bona fide underwritten public offering, or (d) any merger,
acquisition, consolidation, or similar transaction, shall not be deemed to
constitute an issuance or sale to which this clause (vii) applies. Upon the
expiration of any right, option or warrant to purchase Common Stock, the
issuance of which resulted in an adjustment in the Conversion Price pursuant to
this paragraph 3(vii), if any such right, option or warrant shall expire and
shall not have been exercised, the Conversion Price shall be recomputed
immediately upon such expiration and effective immediately upon such expiration
shall be increased to the price it would have been (but reflecting any other
adjustments to the Conversion Price made pursuant to the provisions of this
paragraph 3 after the issuance of such rights, options or warrants) had the
adjustment of the Conversion Price made upon the issuance of such rights,
options or warrants been made on the basis of offering for subscription or
purchase only that number of shares of Common Stock actually purchased upon the
exercise of such rights, options or warrants. No further adjustment shall be
made upon exercise of any right, option or warrant if any adjustment shall be
made upon the issuance of such security. For the purposes of this paragraph
3(vii), the number of shares of Common Stock at any time outstanding shall not
include shares held in the treasury of the Corporation.

      (viii) In case the outstanding shares of Common Stock shall be subdivided
into a greater number of shares of Common Stock, the Conversion Price in effect
at the opening of business on the day following the day upon which such
subdivision becomes effective shall be reduced, and, conversely, in case the
outstanding shares of Common Stock shall each be combined into a smaller number
of shares of Common Stock, the Conversion Price in effect at the opening of
business on the day following the day upon which such combination becomes
effective shall be increased, in each case to equal the product of the
Conversion Price in effect on such date and a fraction the numerator of which
shall be the number of shares of Common Stock outstanding immediately prior to
such subdivision or combination, as the case may be, and the denominator of
which shall be the number of shares of Common Stock outstanding immediately
after such subdivision or combination, as the case may be. Such reduction or
increase, as the case may be, shall become effective immediately after the
opening of business on the day following the day upon which such subdivision or
combination becomes effective.

      (ix)  In case the Corporation shall, by dividend or otherwise, distribute
to all holders of its Common Stock (A) evidences of its indebtedness or (B)
shares of any class of capital stock,

                                       6


cash or other assets (including securities, but excluding (x) any Common Stock,
rights, options or warrants referred to in paragraph 3(vii) above, (y) any
dividends or distributions referred to in paragraph 3(vi) or 3(viii) above, and
(z) cash dividends), then in each case, the Conversion Price in effect at the
opening of business on the day following the date fixed for the determination of
holders of Common Stock entitled to receive such distribution shall be adjusted
by multiplying such Conversion Price by a fraction of which the numerator shall
be the current market price per share (determined as provided in paragraph
3(xii) below) of the Common Stock on such date of determination (or, if earlier,
on the date on which the Common Stock goes "ex-dividend" in respect of such
distribution) less the then fair market value as determined by the Board of
Directors (whose determination shall be conclusive and shall be described in a
statement filed with the Transfer Agent) of the portion of the capital stock,
cash or other assets or evidences of indebtedness so distributed (and for which
an adjustment to the Conversion Price has not previously been made pursuant to
the terms of this paragraph 3) applicable to one share of Common Stock, and the
denominator shall be such current market price per share of the Common Stock,
such adjustment to become effective immediately after the opening of business on
the day following such date of determination of the holders entitled to such
distribution.

      (x)   In case a tender or exchange offer made by the Corporation or any
subsidiary of the Corporation for all or any portion of the Common Stock shall
expire and such tender or exchange offer shall involve the payment by the
Corporation or such subsidiary of consideration per share of Common Stock having
a fair market value (as determined by the Board of Directors or, to the extent
permitted by applicable law, a duly authorized committee thereof, whose
determination shall be conclusive and described in a resolution of the Board of
Directors or such duly authorized committee thereof, as the case may be) at the
last time (the "Expiration Time") tenders or exchanges may be made pursuant to
such tender or exchange offer (as it shall have been amended) that exceeds the
current market price per share (determined as provided in paragraph 3(xii)
below) of the Common Stock on the Trading Day next succeeding the Expiration
Time, the Conversion Price shall be reduced so that the same shall equal the
price determined by multiplying the Conversion Price in effect immediately prior
to the Expiration Time by a fraction of which the numerator shall be the number
of shares of Common Stock outstanding (including any tendered or exchanged
shares) on the Expiration Time multiplied by the current market price per share
of the Common Stock on the Trading Day next succeeding the Expiration Time and
the denominator shall be the sum of (x) the fair market value (determined as
aforesaid) of the aggregate consideration payable to stockholders based on the
acceptance (up to any maximum specified in the terms of the tender or exchange
offer) of all shares validly tendered or exchanged and not withdrawn as of the
Expiration Time (the shares deemed so accepted, up to any such maximum, being
referred to as the "Purchased Shares") and (y) the product of the number of
shares of Common Stock outstanding (less any Purchased Shares) on the Expiration
Time and the current market price per share of the Common Stock on the Trading
Day next succeeding the Expiration Time, such reduction to become effective
immediately prior to the opening of business on the day following the Expiration
Time. For the purposes of this paragraph 3(x), the number of shares of Common
Stock at any time outstanding shall not include shares held in the treasury of
the Corporation.

      (xi)  The reclassification or change of Common Stock into securities,
including securities other than Common Stock (other than any reclassification
upon a consolidation or merger to which paragraph 3(xix) below shall apply)
shall be deemed to involve (A) a

                                       7


distribution of such securities other than Common Stock to all holders of Common
Stock (and the effective date of such reclassification shall be deemed to be
"the date fixed for the determination of holders of Common Stock entitled to
receive such distribution" within the meaning of paragraph 3(ix) above), and (B)
a subdivision or combination, as the case may be, of the number of shares of
Common Stock outstanding immediately prior to such reclassification into the
number of Common Shares outstanding immediately thereafter (and the effective
date of such reclassification shall be deemed to be "the day upon which such
subdivision becomes effective" or "the day upon which such combination becomes
effective," as the case may be, and "the day upon which such subdivision or
combination becomes effective" within the meaning of paragraph 3(viii) above).

      (xii) For the purpose of any computation under paragraph 3(vii), or 3(ix)
or 3(x) above, the current market price per share of Common Stock on any day
shall be deemed to be the average of the Closing Prices of the Common Stock for
the 20 consecutive Trading Days ending on the day before the day in question;
provided, that, in the case of paragraph 3(ix), if the period between the date
of the public announcement of the dividend or distribution and the date for the
determination of holders of Common Stock entitled to receive such dividend or
distribution (or, if earlier, the date on which the Common Stock goes
"ex-dividend" in respect of such dividend or distribution) shall be less than 20
Trading Days, the period shall be such lesser number of Trading Days but, in any
event, not less than 5 Trading Days.

      (xiii) No adjustment in the Conversion Price need be made until all
cumulative adjustments amount to 1% or more of the Conversion Price as last
adjusted. Any adjustments that are not made shall be carried forward and taken
into account in any subsequent adjustment. All calculations under this paragraph
3 shall be made to the nearest 1/10,000th of a cent or to the nearest 1/10,000th
of a share, as the case may be.

      (xiv) For purposes of this Certificate of Designation, "Common Stock"
includes any stock of any class of the Corporation which has no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Corporation and which
is not subject to redemption by the Corporation. However, subject to the
provisions of paragraph 3(xix) below, shares issuable on conversion of shares of
Series AA Preferred Stock shall include only shares of the class designated as
Common Stock of the Corporation on the Preferred Stock Issue Date or shares of
any class or classes resulting from any reclassification thereof and which have
no preferences in respect of dividends or amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the
Corporation and which are not subject to redemption by the Corporation; provided
that, if at any time there shall be more than one such resulting class, the
shares of each such class then so issuable shall be substantially in the
proportion which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

      (xv)  No adjustment in the Conversion Price shall reduce the Conversion
Price below the then par value of the Common Stock. No adjustment in the
Conversion Price need be made under paragraphs 3(vi), 3(vii) and 3(ix) above if
the Corporation issues or distributes to each holder of Series AA Preferred
Stock the shares of Common Stock, evidences of indebtedness, assets, rights,
options or warrants referred to in those paragraphs which each holder would have

                                       8


been entitled to receive had the Series AA Preferred Stock been converted into
Common Stock prior to the happening of such event or the record date with
respect thereto.

      (xvi) Whenever the Conversion Price is adjusted or an adjustment is made
pursuant to clause (xix), the Corporation shall promptly mail to holders of
Series AA Preferred Stock, first class, postage prepaid, a notice of the
adjustment. The Corporation shall file with the transfer agent for the Series AA
Preferred Stock, if any, a certificate from the Corporation's independent public
accountants briefly stating the facts requiring the adjustment and the manner of
computing it. Unless holders of a majority of the outstanding shares of Series
AA Preferred Stock shall notify (a "Dispute Notice") the Corporation, within 30
days of the date the Corporation mails such notice of adjustment, that such
holders (the "Disputing Holders") dispute such adjustment, such adjustment shall
be final and binding. The Dispute Notice shall set forth in reasonable detail
the basis for such dispute and shall name a representative (the
"Representative") for the Disputing Holders. The Corporation and the
Representative shall jointly engage an accounting firm of national reputation
which shall be instructed to resolve such dispute as promptly as practicable.
The decision of such accounting firm shall be final and binding. The Corporation
and the Representative, on behalf of the Disputing Holders, shall each bear
one-half of the fees and expenses (including the responsibility for any
indemnity or similar obligations) of such accounting firm.

      (xvii) The Corporation from time to time may reduce the Conversion Price
if it considers such reductions to be advisable in order that any event treated
for federal income tax purposes as a dividend of stock or stock rights will not
be taxable to the holders of Common Stock by any amount, but in no event may the
Conversion Price be less than the par value of a share of Common Stock. Whenever
the Conversion Price is reduced, the Corporation shall mail to holders of Series
AA Preferred Stock a notice of the reduction. The Corporation shall mail, first
class, postage prepaid, the notice at least 15 days before the date the reduced
Conversion Price takes effect. The notice shall state the reduced Conversion
Price and the period it will be in effect. A reduction of the Conversion Price
pursuant to this paragraph 3(xvii) does not change or adjust the Conversion
Price otherwise in effect for purposes of paragraphs 3(vi), 3(vii), 3(viii),
3(ix) and 3(x) above.

      (xviii) If:

            (a)   the Corporation takes any action which would require an
adjustment in the Conversion Price pursuant to paragraph 3 (vi), 3(vii),
3(viii), 3(ix), 3(x) or 3(xi) above;

            (b)   the Corporation consolidates or merges with, or transfers all
or substantially all of its assets to, another entity, and stockholders of the
Corporation must approve the transaction; or

            (c)   there is a dissolution or liquidation of the Corporation; the
Corporation shall mail to holders of the Series AA Preferred Stock, first class,
postage prepaid, a notice stating the proposed record or effective date, as the
case may be. The Corporation shall mail the notice at least 10 days before such
date. However, failure to mail the notice or any defect in it shall not affect
the validity of any transaction referred to in clause (a), (b) or (c) of this
paragraph 3(xviii).

                                       9


      (xix) In the case of any consolidation of the Corporation or the merger of
the Corporation with or into any other entity or the sale or transfer of all or
substantially all the assets of the Corporation pursuant to which the
Corporation's Common Stock is converted into other securities, cash or assets,
upon consummation of such transaction, each share of Series AA Preferred Stock
shall automatically become convertible into the kind and amount of securities,
cash or other assets receivable upon the consolidation, merger, sale or transfer
by a holder of the number of shares of Common Stock into which such share of
Series AA Preferred Stock is convertible immediately prior to such
consolidation, merger, transfer or sale (assuming such holder of Common Stock
failed to exercise any rights of election and received per share the kind and
amount of consideration receivable per share by a plurality of non-electing
shares). Appropriate adjustment (as determined by the Board of Directors of the
Corporation) shall be made in the application of the provisions herein set forth
with respect to the rights and interests thereafter of the holders of Series AA
Preferred Stock, to the end that the provisions set forth herein (including
provisions with respect to changes in and other adjustment of the Conversion
Price) shall thereafter be applicable, as nearly as reasonably may be, in
relation to any shares of stock or other securities or property thereafter
deliverable upon the conversion of Series AA Preferred Stock. If this paragraph
3(xix) applies, paragraphs 3(vi), 3(viii) and 3(xi) do not apply.

      (xx)  In any case in which this paragraph 3 shall require that an
adjustment as a result of any event becomes effective from and after a record
date, the Corporation may elect to defer until after the occurrence of such
event the issuance to the holder of any shares of Series AA Preferred Stock
converted after such record date and before the occurrence of such event of the
additional shares of Common Stock issuable upon such conversion over and above
the shares issuable on the basis of the Conversion Price in effect immediately
prior to adjustment; provided, however, that if such event shall not have
occurred and authorization of such event shall be rescinded by the Corporation,
the Conversion Price shall be recomputed immediately upon such rescission to the
price that would have been in effect had such event not been authorized,
provided that such rescission is permitted by and effective under applicable
laws.

4.    Liquidation Preference.

      Upon any voluntary or involuntary liquidation, dissolution or winding-up
of the Corporation or reduction or decrease in its capital stock resulting in a
distribution of assets to the holders of any class or series of the
Corporation's capital stock, each holder of shares of the Series AA Preferred
Stock will be entitled to payment out of the assets of the Corporation available
for distribution of an amount equal to the greater of (a) the Liquidation
Preference plus an amount equal to all accrued and unpaid dividends on the
Preferred Shares as of the date fixed for liquidation, dissolution, winding-up
or reduction or decrease in capital stock per share of Series AA Preferred Stock
held by such holder times the number of shares of Series AA Preferred Stock held
by such holder or (b) the amount that would have been paid to such holder of the
Series AA Preferred Stock with respect to Common Stock issuable upon conversion
of such holder's Series AA Preferred Stock had each share of such holder's
outstanding Series AA Preferred Stock been converted to Common Stock immediately
prior to the date of the liquidation, dissolution, winding-up or reduction or
decrease in capital stock (such sum, the "Total Liquidation Payment"), before
any distribution is made on any Junior Securities, including, without
limitation, Common Stock of the Corporation. After payment in full of the Total
Liquidation Payment to which holders of Series AA Preferred Stock are entitled,
such

                                       10


holders will not be entitled to any further participation in any distribution of
assets of the Corporation. If, upon any voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation, the amounts payable with respect
to the Series AA Preferred Stock and all other Parity Securities are not paid in
full, the holders of the Series AA Preferred Stock and the Parity Securities
will share equally and ratably in any distribution of assets of the Corporation
in proportion to the full liquidation preference and accumulated and unpaid
dividends, if any, to which each is entitled. However, neither the voluntary
sale, conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all of the property or assets of
the Corporation nor the consolidation or merger of the Corporation with or into
one or more Persons will be deemed to be a voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation or reduction or decrease in capital
stock, unless such sale, conveyance, exchange or transfer shall be in connection
with a liquidation, dissolution or winding-up of the business of the Corporation
or reduction or decrease in capital stock.

5.    Redemption Upon Change of Control.

      (i)   Upon the occurrence of a Change of Control, each holder of shares of
Series AA Preferred Stock shall have the right to require the Corporation to
repurchase all, but not less than all, of such holder's Series AA Preferred
Stock pursuant to the offer described below (the "Change of Control Offer") at
an offer price in cash equal to 101% of the aggregate Liquidation Preference
thereof plus an amount equal to all accrued and unpaid dividends thereon to the
date of purchase (the "Change of Control Payment"). For purposes of this
paragraph 5(i), a holder of shares of Series AA Preferred Stock and any of its
Affiliates that may also hold shares of Series AA Preferred Stock shall be
deemed to be one holder.

      (ii)  The Corporation shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder
to the extent such laws and regulations are applicable in connection with the
repurchase of the Series AA Preferred Stock as a result of a Change of Control.

      (iii) At least 15 days prior to any Change of Control, the Corporation
shall send, by first-class, postage prepaid, mail, a notice to each holder of
Series AA Preferred Stock at such holder's address as it appears in the register
maintained by the Corporation or, if applicable, the Transfer Agent, which
notice shall govern the terms of the Change of Control Offer. The notices of the
Change of Control Offer shall include all instructions and materials necessary
to enable holders of Series AA Preferred Stock to tender their shares of Series
AA Preferred Stock pursuant to the Change of Control Offer. In addition to any
information required by law, such notice of the Change of Control Offer shall
state:

            (a)   that the Change of Control Offer is being made pursuant to
this paragraph 5 and that all shares of Series AA Preferred Stock tendered will
be accepted for payment;

            (b)   the purchase price and the purchase date, which shall be no
earlier than 30 days nor later than 60 days from the date such notice is mailed
(the "Change of Control Payment Date");

                                       11


            (c)   that any share of Series AA Preferred Stock not tendered will
continue to accrue dividends;

            (d)   that, unless the Corporation fails to pay the Change of
Control Payment, all shares of Series AA Preferred Stock accepted for payment
pursuant to the Change of Control Offer shall cease to accrue dividends after
the Change of Control Payment Date;

            (e)   that holders of Series AA Preferred Stock electing to have any
shares of Series AA Preferred Stock purchased pursuant to a Change of Control
Offer will be required to surrender the shares of Series AA Preferred Stock,
with a completed copy of the form entitled "Option of Holder to Elect Purchase"
which shall be included with the notice of the Change of Control, to the paying
agent (which may be the Corporation) at the address specified in the notice of
the Change of Control prior to the close of business on the third Business Day
preceding the Change of Control Payment Date;

            (f)   that holders of Series AA Preferred Stock will be entitled to
withdraw their election if the paying agent receives, not later than the close
of business on the second Business Day preceding the Change of Control Payment
Date, a telegram, telex, facsimile transmission or letter setting forth the name
of the holder of the Series AA Preferred Stock, the number of shares of Series
AA Preferred Stock delivered for purchase, and a statement that such holder of
Series AA Preferred Stock is withdrawing his election to have such shares
purchased; and

            (g)   the circumstances and relevant facts regarding such Change of
Control (including, but not limited to, information with respect to pro forma
historical financial information after giving effect to such Change of Control
and information regarding the Person or Persons acquiring control).

      (iv)  On the Change of Control Payment Date, the Corporation shall (i)
accept for payment all shares of Series AA Preferred Stock properly tendered
pursuant to the Change of Control Offer, (ii) deposit with the paying agent an
amount equal to the Change of Control Payment in respect of all shares of Series
AA Preferred Stock so tendered and (iii) deliver or cause to be delivered to the
paying agent the shares of Series AA Preferred Stock so accepted together with
an Officers' Certificate of the Corporation stating the aggregate Liquidation
Preference plus accrued and unpaid dividends on the shares of Series AA
Preferred Stock being purchased by the Corporation. The failure of the holder to
accept such offer prior to the close of business on the third Business Day
preceding the Change of Control Payment Date in accordance with the provisions
of this paragraph 5 shall be deemed a rejection of such offer, and the
provisions of this Certificate of Designation (including paragraph 3(xix)) shall
continue to apply to any shares of Series AA Preferred Stock not tendered for
redemption. The paying agent shall promptly send by registered mail to each
holder of Series AA Preferred Stock so tendered the Change of Control Payment
for such Series AA Preferred Stock, and the Transfer Agent shall promptly
authenticate and send by registered mail (or cause to be transferred by book
entry) to each holder a new certificate representing the shares of Series AA
Preferred Stock equal in Liquidation Preference amount to any unpurchased
portion of the shares of Series AA Preferred Stock surrendered, if any.

                                       12


6.    Voting Rights.

      (i)   So long as there remain outstanding at least 25% of the shares of
Series AA Preferred Stock issued on or after the Preferred Stock Issue Date
pursuant to this Certificate of Designation, the holders of the Series AA
Preferred Stock shall have the exclusive right, voting separately as a class and
to the exclusion of the holders of all other classes of capital stock of the
Corporation, to elect two directors to the Board of Directors; provided,
however, if at any time the Board of Directors is increased to include more than
eight members, then, so long as there remain outstanding at least 25% of the
shares of Series AA Preferred Stock issued on or after the Preferred Stock Issue
Date pursuant to this Certificate of Designation, the holders of the Series AA
Preferred Stock shall have the exclusive right, voting separately as a class and
to the exclusion of the holders of all other classes of capital stock of the
Corporation, to elect one additional director to the Board of Directors. For as
long the holders of Series AA Preferred Stock voting separately as a class are
entitled to elect two (or if applicable, three) directors to the Board of
Directors (the "Separate Voting Period"), the holders of Series AA Preferred
Stock shall not be entitled to vote in the election of any other directors of
the Corporation (and following the expiration of the Separate Voting Period, the
holders of Series AA Preferred Stock shall be entitled to vote with the holders
of the Common Stock for the election of directors pursuant to paragraph 6(ii)
below). Each director to be designated and elected to the Board of Directors by
the holders of the Series AA Preferred Stock shall be designated and elected at
each annual meeting of stockholders or any special meeting called for the
purpose of electing directors. Each director shall be elected at the annual
meeting of stockholders and shall serve until the earlier of (i) the next annual
meeting of stockholders to elect directors or (ii) his or her earlier
resignation or removal. Each such director may be removed during his or her term
of office by and only by the affirmative vote of the holders of a majority of
the outstanding shares of Series AA Preferred Stock, given at a special meeting
of such holders duly called for such purpose. Any vacancy existing or created in
the office of such directors may be filled at a special meeting of the holders
of the majority of the Series AA Preferred Stock entitled to elect the director
to serve in such directorship, by the holders of a majority of the Series AA
Preferred Stock at a special meeting duly called for such purpose. Any special
meetings of the holders of Series AA Preferred Stock shall be called by the
Secretary of the Corporation upon the written request of 10% or more of the
number of shares of Series AA Preferred Stock then outstanding; provided,
however, that if the Secretary of the Corporation shall fail to call any such
meeting within 10 days after any such request, such meeting may be called by any
holder of Series AA Preferred Stock designated for that purpose by the holders
of record of 10% or more of the number of shares of Series AA Preferred Stock
then outstanding. Any action that could otherwise be taken at a special meeting
of the holders of Series AA Preferred Stock, including the election of
directors, may be taken by written consent of a majority of the holders of
outstanding Series AA Preferred Stock. Notwithstanding the election of directors
as provided in this paragraph 6(i), each such director shall have equal rights
and duties with all other directors of the Corporation.

      (ii)  The holders of Series AA Preferred Stock shall vote together with
the holders of the shares of Common Stock as a single class, except as provided
in paragraph 6(i) above and 6(iii), below, with each share of Common Stock
entitled to one vote and each share of Series AA Preferred Stock entitled to one
vote for each share of Common Stock issuable upon conversion of such Series AA
Preferred Stock as of the relevant record date.

                                       13


      (iii) The Corporation shall not, without the affirmative vote or consent
of the holders of at least 50% of the shares of Series AA Preferred Stock then
outstanding (with shares held by the Corporation as treasury stock not being
considered to be outstanding for this purpose), voting or consenting as the case
may be, separately as one class:

            (a)   issue any Senior Securities or Parity Securities (other than
as contemplated by the Securities Purchase Agreement and the Warrants);

            (b)   amend this Certificate of Designation, the Corporation's
Certificate of Incorporation or Bylaws (whether by merger, consolidation or
otherwise) in any manner that adversely affects the rights, preferences or
powers of holders of Series AA Preferred Stock;

            (c)   authorize the issuance of any additional shares of Series AA
Preferred Stock (other than as contemplated by the Securities Purchase Agreement
and this Certificate of Designation);

            (d)   issue any preferred stock which is not a Senior Security or
Parity Security and which has voting rights ("Other Preferred Stock") unless
such Other Preferred Stock votes on all matters as a single class with the
Common Stock and the Series AA Preferred Stock, except that holders of Other
Preferred Stock may have the right to vote separately as a single class (i) with
respect to matters required by law to be voted on by such holders voting as a
separate class, (ii) to approve the issuance of preferred stock ranking (x)
senior to such Other Preferred Stock and (y) junior to the Series AA Preferred
Stock, in each case, with respect to dividend distributions and distributions
upon liquidation, winding-up and dissolution of the Corporation and (iii) for
the election of not more than one director in the aggregate so long as either
(x) holders of the Series AA Preferred Stock have the right, voting separately
as a class, to elect two directors pursuant to this Certificate of Designation
or (y) Investor or its Affiliates has the right to nominate two directors
pursuant to Section 4.4 of the Securities Purchase Agreement; provided that
holders of Other Preferred Stock may be granted the right to vote separately as
a class for the election of not more than two directors in the aggregate during
any period that either (x) holders of the Series AA Preferred Stock have the
right, voting separately as a class, to elect three directors pursuant to this
Certificate of Designation or (y) Investor or its Affiliates has the right to
nominate three directors pursuant to Section 4.4 of the Securities Purchase
Agreement; or

            (e)   declare or pay any cash dividend on the Common Stock.

7.    Exclusion of Other Rights.

      Except as may otherwise be required by law, the shares of Series AA
Preferred Stock shall not have any voting powers, preferences and relative,
participating, optional or other special rights, other than those specifically
set forth in this resolution (as such resolution may be amended from time to
time in accordance with the Certificate of Designation) and in the Certificate
of Incorporation. The shares of Series AA Preferred Stock shall have no
preemptive or subscription rights.

                                       14


8.    Headings of Subdivisions.

      The headings of the various subdivisions hereof are for convenience of
reference only and shall not affect the interpretation of any of the provisions
hereof.

9.    Severability of Provisions.

      If any voting powers, preferences and relative, participating, optional
and other special rights of the Series AA Preferred Stock and qualifications,
limitations and restrictions thereof set forth in this resolution (as such
resolution may be amended from time to time) is invalid, unlawful or incapable
of being enforced by reason of any rule of law or public policy, all other
voting powers, preferences and relative, participating, optional and other
special rights of Series AA Preferred Stock and qualifications, limitations and
restrictions thereof set forth in this resolution (as so amended) which can be
given effect without the invalid, unlawful or unenforceable voting powers,
preferences and relative, participating, optional or other special rights of
Series AA Preferred Stock and qualifications, limitations and restrictions
thereof herein set forth.

10.   Re-Issuance of Series AA Preferred Stock.

      Shares of Series AA Preferred Stock that have been issued and reacquired
in any manner, including shares purchased or redeemed or exchanged or converted,
shall (upon compliance with any applicable provisions of the laws of Delaware)
have the status of authorized but unissued shares of preferred stock of the
Corporation undesignated as to series and may be designated or re-designated and
issued or reissued, as the case may be, as part of any series of preferred stock
of the Corporation, provided that any issuance of such shares as Series AA
Preferred Stock must be in compliance with the terms hereof.

11.   Mutilated or Missing Series AA Preferred Stock Certificates.

      If any of the Series AA Preferred Stock certificates shall be mutilated,
lost, stolen or destroyed, the Corporation shall issue, in exchange and in
substitution for and upon cancellation of the mutilated Series AA Preferred
Stock certificate, or in lieu of and substitution for the Series AA Preferred
Stock certificate lost, stolen or destroyed, a new Series AA Preferred Stock
certificate of like tenor and representing an equivalent amount of shares of
Series AA Preferred Stock, but only upon receipt of evidence of such loss, theft
or destruction of such Series AA Preferred Stock certificate and indemnity, if
requested, satisfactory to the Corporation and the transfer agent (if other than
the Corporation).

12.   Certain Definitions.

      As used in this Certificate of Designation, the following terms shall have
the following meanings (with terms defined in the singular having comparable
meanings when used in the plural and vice versa), unless the context otherwise
requires:

      "Business Day" means any day except a Saturday, a Sunday, or any day on
which banking institutions in New York, New York are required or authorized by
law or other governmental action to be closed.

                                       15


      "Change of Control" shall mean (A) the acquisition by any person (other
than Investor and its Affiliates) or group (within the meaning of Section
12(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934), of beneficial
ownership, direct or indirect, of securities of the Corporation representing 50%
or more of the combined voting power of the Corporation's then outstanding
equity securities, (B) the acquisition by any person or group (other than Donald
Kurz, Stephen Robeck or the Investor or their respective Affiliates) of
beneficial ownership, direct or indirect, of securities of the Corporation
representing 20% or more of the combined voting power of the Corporation's then
outstanding equity securities, and either (x) a representative or nominee of
such person or group shall be elected or appointed to the Board of Directors of
the Corporation without the support of at least one (1) of the members of the
Board of Directors of the Corporation to be elected by the holders of the Series
AA Preferred Stock pursuant to paragraph 6 of this Certificate of Designation
(the condition contained in this subparagraph (x) will no longer be applicable
once the holders of such Series AA Preferred Stock no longer have the right to
elect directors pursuant to paragraph 6 of this Certificate of Designation) or
(y) a person designated by the Investor (as defined in the Securities Purchase
Agreement) pursuant to Section 4.4 of such Securities Purchase Agreement shall
not be elected to the Board of Directors of the Corporation as provided in such
Section or (C) the consolidation of the Corporation with, or the merger of the
Corporation with or into, another Person or the sale, assignment or transfer of
all or substantially all of the Corporation's assets to any Person, or the
consolidation of any Person with, or the merger of any Person with or into, the
Corporation, in any such event in a transaction in which the outstanding voting
capital stock of the Corporation is converted into or exchanged for cash,
securities or other property, provided that following such transaction the
holders of voting stock of the Corporation immediately prior to such transaction
do not own more than 50% of the voting stock of the company surviving such
transaction or to which such assets are transferred.

      "Closing Price" means, for each Trading Day, the last reported sale price
on the Nasdaq National Market or, if the Common Stock is not quoted on the
Nasdaq National Market, the average of the closing bid and asked prices in the
over-the-counter market as furnished by any New York Stock Exchange member firm
selected from time to time by the corporation for that purpose.

      "Common Stock" means the Common Stock, par value $.001 per share, of the
Corporation.

      "Conversion Price" shall initially mean $14.75 per share of Series AA
Preferred Stock and thereafter shall be subject to adjustment from time to time
pursuant to the terms of paragraph 3 hereof.

      "Exchange Act" means the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder.

      "Exchange Date" means the closing date of the exchange of the
Corporation's Series A Senior Cumulative Participating Convertible Preferred
Stock for shares of Series AA Preferred Stock pursuant to the Exchange Agreement
dated as of December 30, 2004 between the Corporation and Crown EMAK Partners,
LLC. A copy of the Exchange Agreement is on file at

                                       16


the principal executive offices of the Corporation and shall be provided to any
stockholder of the Corporation upon written request and without charge.

      "Person" means any individual or corporation, partnership (limited,
general or otherwise), joint venture, limited liability company, association,
joint stock company, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity.

      "Preferred Stock Issue Date" means March 29, 2000.

      "Securities Purchase Agreement" means the Securities Purchase Agreement
dated as of March 29, 2000 between the Corporation and Crown Acquisition
Partners, LLC. A copy of the Securities Purchase Agreement is on file at the
principal executive offices of the Corporation and shall be provided to any
stockholder of the Corporation upon written request and without charge.

      "Trading Day" means any day on which the Nasdaq National Market or other
applicable stock exchange or market is open for business.

      "Transfer Agent" shall be the Corporation unless and until a successor is
selected by the Corporation.

                                       17


            IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation to be duly executed by Teresa L. Tormey, Secretary on this 30th day
of December, 2004.

                                                  EMAK WORLDWIDE, INC.

                                                  By: /S/ TERESA L. TORMEY
                                                      --------------------------
                                                  Name:  Teresa L. Tormey
                                                  Title: Secretary

                                       18