AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                       JUNIPER PARTNERS ACQUISITION CORP.

                      ------------------------------------

                         PURSUANT TO SECTION 245 OF THE

                        DELAWARE GENERAL CORPORATION LAW

                      ------------------------------------

      JUNIPER PARTNERS ACQUISITION CORP., a corporation existing under the laws
of the State of Delaware (the "Corporation"), by its Chief Executive Officer,
hereby certifies as follows:

      1.    The name of the Corporation is "Juniper Partners Acquisition Corp."

      2.    The Corporation's Certificate of Incorporation was filed in the
office of the Secretary of State of the State of Delaware on February 3, 2005.
The Corporation's Amended and Restated Certificate of Incorporation was filed in
the office of the Secretary of State of the State of Delaware on February 28,
2005.

      3.    This Amended Restated Certificate of Incorporation restates,
integrates and amends the Amended and Restated Certificate of Incorporation of
the Corporation.

      4.    This Amended and Restated Certificate of Incorporation was duly
adopted by joint written consent of the directors and stockholders of the
Corporation in accordance with the applicable provisions of Sections 242 and 245
of the General Corporation Law of the State of Delaware ("GCL").

      5.    The text of the Certificate of Incorporation of the Corporation is
hereby amended and restated to read in full as follows:

      FIRST: The name of the corporation is Juniper Content Corporation
(hereinafter sometimes referred to as the "Corporation").

      SECOND: The registered office of the Corporation is to be located at 9
East Loockerman Street, Kent County, Dover, Delaware. The name of its registered
agent at that address is National Corporate Research, Ltd.

      THIRD: The purpose of the Corporation shall be to engage in any lawful act
or activity for which corporations may be organized under the GCL.




      FOURTH: The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is 35,005,000 of which 35,000,000
shares shall be Common Stock of the par value of $.0001 per share (including
5,000,000 shares previously designated as Class B common stock) and 5,000 shares
shall be Preferred Stock of the par value of $.0001 per share.

      A.    Preferred Stock. The Board of Directors is expressly granted
authority to issue shares of the Preferred Stock, in one or more series, and to
fix for each such series such voting powers, full or limited, and such
designations, preferences and relative, participating, optional or other special
rights and such qualifications, limitations or restrictions thereof as shall be
stated and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issue of such series (a "Preferred Stock
Designation") and as may be permitted by the GCL. The number of authorized
shares of Preferred Stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the
holders of a majority of the voting power of all of the then outstanding shares
of the capital stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class, without a separate
vote of the holders of the Preferred Stock, or any series thereof, unless a vote
of any such holders is required pursuant to any Preferred Stock Designation.

      B.    Common Stock. Except as otherwise required by law or as otherwise
provided in any Preferred Stock Designation, the holders of Common Stock shall
exclusively possess all voting power and each share of Common Stock shall have
one vote. Subject to the preferential dividend rights applicable to shares of
Preferred Stock, the holders of shares of Common Stock shall be entitled to
receive only such dividends as may be declared by the Board of Directors.

      FIFTH: The name and mailing address of the sole incorporator of the
Corporation are as follows:


      Name                               Address
      ----                               -------

      Sherie B. Rosenberg, Esq.          Graubard Miller
                                         The Chrysler Building
                                         405 Lexington Avenue, 19th Floor
                                         New York, New York 10174

      SIXTH: The Board of Directors shall be divided into three classes: Class
A, Class B and Class C. The number of directors in each class shall be as nearly
equal as possible. The directors in Class A shall be elected for a term expiring
at the first Annual Meeting of Stockholders, the directors in Class B shall be
elected for a term expiring at the second Annual Meeting of Stockholders and the
directors in Class C shall be elected for a term expiring at the first Annual


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Meeting of Stockholders. Commencing at the first Annual Meeting of Stockholders,
and at each annual meeting thereafter, directors elected to succeed those
directors whose terms expire thereat shall be elected for a term of office to
expire at the third succeeding Annual Meeting of Stockholders after their
election. Except as the GCL may otherwise require, in the interim between annual
meetings of stockholders or special meetings of stockholders called for the
election of directors and/or the removal of one or more directors and the
filling of any vacancy in that connection, newly created directorships and any
vacancies in the Board of Directors, including unfilled vacancies resulting from
the removal of directors for cause, may be filled by the vote of a majority of
the remaining directors then in office, although less than a quorum (as defined
in the Corporation's Bylaws), or by the sole remaining director. All directors
shall hold office until the expiration of their respective terms of office and
until their successors shall have been elected and qualified. A director elected
to fill a vacancy resulting from the death, resignation or removal of a director
shall serve for the remainder of the full term of the director whose death,
resignation or removal shall have created such vacancy and until his successor
shall have been elected and qualified.

      SEVENTH: The corporation is to have perpetual existence.

      EIGHTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

      A.    Election of directors need not be by ballot unless the by-laws of
the Corporation so provide.

      B.    The Board of Directors shall have the power, without the assent or
vote of the stockholders, to make, alter, amend, change, add to or repeal the
by-laws of the Corporation as provided in the by-laws of the Corporation.

      C.    The directors in their discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders or at any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the Corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and binding upon the Corporation and upon all the
stockholders as though it had been approved or ratified by every stockholder of
the Corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interests, or for any other reason.

      D.    In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation; subject, nevertheless, to the


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provisions of the statutes of Delaware, of this Certificate of Incorporation,
and to any by-laws from time to time made by the stockholders; provided,
however, that no by-law so made shall invalidate any prior act of the directors
which would have been valid if such by-law had not been made.

      NINTH:      A.    A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
GCL is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the GCL, as so amended. Any repeal or modification of this paragraph A by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation with respect to events occurring
prior to the time of such repeal or modification.

                  B.    The Corporation, to the full extent permitted by
Section 145 of the GCL, as amended from time to time, shall indemnify all
persons whom it may indemnify pursuant thereto. Expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative, or investigative action, suit or proceeding for which such
officer or director may be entitled to indemnification hereunder shall be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized hereby.

      TENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.


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      IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by Stuart Rekant, its Chief Executive
Officer, as of the __ day of __________, 2006.


                                                --------------------------------
                                                Stuart B. Rekant
                                                Chief Executive Officer


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