AMENDMENT TO SHAREHOLDERS’ AGREEMENT (SELLING SHAREHOLDERS)

IMAX CORPORATION
Exhibit 4.2

[EXECUTION COPY]

AMENDMENT TO SHAREHOLDERS’ AGREEMENT
(SELLING SHAREHOLDERS)

March 1, 1994

To the Parties Named on
     the Signature Pages Hereto

Gentlemen:

     We refer to the Shareholders Agreement dated as of January 3, 1994 (the “Shareholders Agreement”) among the undersigned and you. Unless otherwise defined herein, the terms defined in the Shareholders Agreement shall be used herein as therein defined.

     The parties desire to amend the Shareholders Agreement as provided herein. Accordingly, it is hereby agreed by you and us that the second and third recitals of the Shareholders Agreement are, effective as of the date first above written, hereby amended and restated in their entirety to read as follows:

     WHEREAS, upon the Closing (as defined in the Acquisition Agreement), each of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ will be the registered holder and beneficial owner of an aggregate of 387,945 common shares of the Company (the “Common Stock”) and warrants (the “GW Warrants”) to purchase 143, 879 shares of Common Stock;

     WHEREAS, upon the Closing, WP and certain of its partners and affiliates will be the registered holders and beneficial owners of an aggregate of 225,000 Class A Preferred Shares (“Class A Preferred Shares”) of the Company and warrants (“Warrants”) to purchase an aggregate of 3,562,060 shares of Common Stock;

     On an after the effective date of this letter amendment, each reference in the Shareholders Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Shareholders Agreement shall mean and be a reference to the Shareholders Agreement as amended by this letter amendment. The Shareholders Agreement, as amended by this letter amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

- 2 -

     If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this letter amendment to the undersigned.

     This letter amendment may be executed and delivered (including by facsimile transmission) in any number of counterparts and by and combination of the parties hereto in separate counterparts, each of which counterparts shall be an original and all of which taken together shall constitute one and the same instrument.

Agreed as of the date
  first above written:

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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PARTNERS, L.P.
By		▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MANAGEMENT
		PARTNERS, INC., its general partner
		By		▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name:		▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title:		Attorney-in-Fact

▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ OFFSHORE PARTNERS, L.P.
By		▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ MANAGEMENT
		PARTNERS, INC., its general partner
		By		/s/ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
				Name: ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
				Title: Attorney-in-Fact

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				▇▇▇▇▇▇ Brueukelman
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W.A. Breukelman		by		*		as attorney-in-fact
				W.A. Breukelman
Canmont Investment Corp. Ltd.		by		*		as attorney-in-fact
				Canmont Investment Corp. Ltd.
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434786 Ontario Limited		by		*		as attorney-in-fact
				434786 Ontario Limited
434787 Ontario Limited		by		*		as attorney-in-fact
				434787 Ontario Limited
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Charlford Investments Inc.		by		*		as attorney-in-fact
				Charlford Investments Inc.
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Daedalus Investments Ltd.		by		*		as attorney-in-fact
				Daedalus Investments Ltd.
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Executronics Limited		by		*		as attorney-in-fact
				Executronics Limited
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▇▇▇▇▇▇ Investments Ltd.		by		*		as attorney-in-fact
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Graeholdings Ltd.		by		*		as attorney-in-fact
				Graeholdings Ltd.
Jano Holdings Inc.		by		*		as attorney-in-fact
				Jano Holdings Inc.
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▇▇▇▇▇ Kurcera		by		*		as attorney-in-fact
				▇▇▇▇▇ Kurcera
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Scocam Investment Corp.		by		*		as attorney-in-fact
				Scocam Investment Corp.
Sero Sed ▇▇▇▇▇ Inc.		by		*		as attorney-in-fact
				Sero Sed ▇▇▇▇▇ Inc.
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▇▇▇▇▇▇▇ ▇▇▇ Productions Inc.		by		*		as attorney-in-fact
				▇▇▇▇▇▇▇ ▇▇▇ Productions Inc.
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				▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇. Wales, Jr.		by		*		as attorney-in-fact
				▇▇▇▇▇ ▇. Wales, Jr.
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