Exhibit 10.7



Exhibit 10.7

ASSET PURCHASE AGREEMENT

                        This Asset Purchase Agreement (the "Agreement"), dated November 2, 2003, is by an
between Brett Robinson, an individual residing at 5351 Ludlow Road, Richmond,
British Columbia (the "Buyer"), and Magic Lantern Group, Inc., a New York
corporation with its principal office at 1075 North Service Road West, Suite 27 Oakville,
Ontario L6M 2G2 (the "Seller").

BACKGROUND

                       
A.         The Seller operates, through its
operating division Image Media, Inc., a media dubbing service located at 3-8755 Ash
Street, Vancouver, British Columbia V6P 6T3 with customers throughout North America
(hereinafter called the "Business"); and

                       
B.         Buyer currently is employed by Seller
and manages the Business; and

                       
C.         The Seller desires to sell to the Buyer
and the Buyer desires to purchase from the Seller the properties, assets and undertaking
of the Business as a going concern, all on the terms and conditions set forth in this
Agreement.

AGREEMENT

                       
The parties, intending to be legally bound, agree as follows:

ARTICLE 1

PURCHASE AND SALE

                       
1.1 Purchase/Sale Of Assets. At the Closing (as defined in Section 2.1) and
subject to all other terms and conditions of this Agreement, the Buyer shall purchase and
the Seller shall sell, assign, transfer and convey to the Buyer good and marketable title,
free and clear of all liens, liabilities, encumbrances, security interests, claims and
other restrictions, in and to all of the properties and assets, on an "as-is where-is"
basis, and undertakings and goodwill of the Business (the "Subject Assets"). Without
limiting the generality of the foregoing, the Subject Assets shall include, the following:

                                   
(a) all machinery and equipment, fixtures, furniture,
office equipment and other tangible personal property identified on Schedule 1.1(a),
(collectively, the "Tangible Personal Property");

                                    (b) all the
inventory of the Business (the "Inventory") to be identified by the Buyer on Schedule
1.1(a) 2 days prior to the Closing Date, with the understanding that the Buyer intends
to purchase inventory with an approximate value of $25,000;

                                    (c) all rights of the Seller pursuant to any express or implied warranties,
representations or guarantees made by suppliers furnishing goods or services to the
Business;

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(d) the telephone numbers 604-324-4191 and 800-667-1500 and the facsimile number
604-324-4855, and all domain names, electronic mail addresses or other similar property
associated with the Business;

                                    (e) all trademarks, service marks, trade dress, logos,
trade names, and corporate names, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated therewith, and
all applications, registrations, and renewals in connection therewith, identified on 
Schedule 1.1(e) (collectively, the "Intellectual Property"); and

                                    (f) all goodwill associated with the Business, together with the exclusive right of
the Buyer to represent itself as carrying on the Business in continuation of and in
succession to the Seller and the right to use the name "Image Media, Inc.", or any
derivation or variation thereof.

                        1.2 Payment of the Purchase Price. In
consideration of the sale by the Seller to the Buyer of the Subject Assets and the
Seller's performance of this Agreement, on the Closing Date, the Buyer shall pay to the
Seller the "Purchase Price" as follows:

                                    (a) $50,000 by a certified or bank check to the order
of Morley A. Levitt In Trust payable within 10 business days of the date hereof; and

                                    (b) $150,000 by a certified or bank check to the order of the Seller or wire
transfer of funds to an account designated by the Seller on the Closing Date upon the
appropriate undertakings.

                        1.3 Adjustment of Purchase Price.
Notwithstanding anything to the contrary contained herein, the Purchase Price and shall
be:

        (i) increased on a dollar for dollar basis by the amount by which the
                inventory of the Seller on the second business day prior to the Closing
                Date shall be greater than $25,000; or

                (ii) decreased on a dollar for dollar basis by the amount by which the
                inventory of the Seller on the second business day prior to the Closing
                Date shall be less than $25,000.

              
            
          
        
      
    
  

                        1.4 
Work in Progress. 7 days prior to the
Closing Date (the "Cut-Off Date") Buyer and Seller shall identify all work in progress
("Work-In-Progress") of the Seller by reconciling (x) all outstanding purchase orders and
supplier invoices to (y) all outstanding work orders and customer receivables, and Buyer
agrees to ensure that all Work-In-Progress shall be completed prior to the Closing Date.
All liabilities or receivables held in connection with Work-In-Progress by Seller at the
Cut-Off Date shall be the liabilities and receivables of Seller, and any liabilities or
receivables incurred by Seller after the Cut-Off Date shall be the liabilities and
receivables of the Buyer.

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                        1.5 Payment of Commission. In connection with
the consummation of the transactions contemplated by this Agreement Seller shall pay a
commission in the amount of $10,000 to Bentley Associates LP.

                        1.6 Rent. Buyer shall pay rent in the sum of
$4,000 plus GST for use of the premises in December 2003.

                        1.7 Sales Taxes.
The Buyer shall pay all applicable sales and use taxes payable with respect to the Buyer's
purchase of the Subject Assets. The Buyer and the Seller shall cooperate in a timely
manner to make all filings, returns, reports and forms as may be required to comply with
the provisions of applicable law in connection with the payment of any such sales and use
taxes.

ARTICLE 2

CLOSING

                        2.1 Closing.
The Buyer's purchase of the Subject Assets and the other transactions contemplated by this
Agreement (the "Closing") shall be consummated on or before November 28, 2003 (the
"Closing Date") at such location as the parties shall mutually agree.

                        2.2 Closing Documentation.  

                        At the Closing,
 

                                    (a) the Seller will deliver to the Buyer the
following closing documents (the "Closing Documents"):

                                                    (i) a duly executed Bill of Sale, Assignment and
Assumption Agreement and such other instruments as the Buyer shall reasonably request in
order to effectively transfer to and vest in the Buyer good and marketable title to all of
the Subject Assets free and clear of all liabilities and all liens, encumbrances, security
interests, claims and other restrictions;

                                                    (ii) possession of the Subject Assets;  

                                                   (iii) a duly executed letter agreement setting forth
the obligations of Buyer and Seller following the Closing Date; and

                                                   (iv) such other documents and ancillary agreements as
contemplated in this Agreement or as the Buyer may otherwise reasonably request.

                                    (b) The Buyer will, on receipt of the documents
described above, deliver to the Seller:

                                                  
(i) the check or funds constituting the Purchase
Price as set out in Section 1.4;

                                                   (ii) a duly executed Bill of Sale, Assignment and
Assumption;

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                                                   (iii) a duly executed letter agreement setting forth
the obligations of Buyer and Seller following the Closing Date; and

                                                   (iv) such other documents and ancillary agreements as
contemplated in this Agreement or as the Seller may otherwise reasonably require.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE SELLER

                        3.1 The Seller, jointly and severally,
represent and warrant to the Buyer as of the date hereof as follows and hereby covenant
that from the date hereof until the Closing Date, that they will not perform any act or
permit any action to be taken or condition to exist which would make any of the following
representations and warranties untrue in any respect, and confirm that the Buyer is
relying upon the accuracy of each such representation and warranty in connection with the
purchase of the Subject Assets as a going concern and completion of the transactions
contemplated hereby:

                                    (a) Authority Relative to Agreement. The
execution, delivery and performance of this Agreement and all other agreements and
instruments contemplated in this Agreement (collectively, the "Ancillary Agreements") by
the Seller and consummation by the Seller of the transactions contemplated hereby and
thereby have been duly and effectively authorized by all necessary action on the part of
the Seller, and this Agreement constitutes, and each Ancillary Agreement when executed
will constitute legal, valid and binding obligations of the Seller, enforceable against
the Seller in accordance with its respective terms (subject to bankruptcy and similar laws
affecting creditors' rights and principles of equity).

                                    (b) Title to Assets. The Seller has good and marketable title to all of the
Subject Assets, subject to no mortgage, pledge, lien, conditional sale agreement, security
interest, claim, encumbrance or other restriction (an "Encumbrance"), except as may be
disclosed on Schedule 3.1(n), all of which shall be discharged by the Seller on or
prior to the Closing. No other Person owns or has any right to occupy or use any of the
assets used in the Business.  

                                    (c) No Commissions. Except than as set forth
in Section 1.4 of this Agreement no person acting on behalf of the Seller has claims to,
or is entitled to, under any contract or otherwise, any payment as a broker, finder or
intermediary in connection with the origin, negotiation, execution or consummation of the
transactions provided for in this Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE BUYER

                       
4.1 The Buyer represents and warrants to the Seller as of the date hereof as follows and
hereby covenants that from the date hereof until the Closing Date, that it will not
perform any act or permit any action to be taken or condition to exist which would make
any of the following representations and warranties untrue in any respect, and confirm
that the Seller is relying upon the accuracy of each such representation and warranty in
connection with the 

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purchase of the Subject Assets as a going concern and completion of the transactions
contemplated hereby:

                                    (a) Authority Relative to Agreement. The
execution, delivery and performance of this Agreement and any ancillary agreements by the
Buyer and consummation by it of the transactions contemplated hereby and thereby have been
duly and effectively authorized by all necessary corporate action, and this Agreement
constitutes, and each ancillary agreement when executed will constitute, a legal, valid
and binding obligation of the Buyer enforceable against the Buyer, respectively in
accordance with its respective terms (subject to bankruptcy and similar laws affecting
creditors' rights and principles of equity).

                                    (b) No Commissions. Except as set forth on
Section 1.4 of this Agreement no person acting on behalf of the Buyer has claims to, or is
entitled to, under any contract or otherwise, any payment as a broker, finder or
intermediary in connection with the origin, negotiation, execution or consummation of the
transactions provided for in this Agreement.

                                    (c) General Representation. Neither this
Agreement nor any Ancillary Agreement, or other documents furnished by or on behalf of the
Buyer in connection with this Agreement contains any untrue statement of a material fact
or omits to state any material fact necessary to make the statements contained herein or
therein not misleading in any material respect.

ARTICLE 5

CERTAIN COVENANTS OF THE SELLER

                        5.1 Conduct of Business Pending Closing.
From the date of this Agreement to the Closing Date the Seller shall operate the Business
in a manner consistent with preserving intact the Business organization, retaining the
Employees identified in Schedule 7.1 and preserving the value of the Subject
Assets, the Business and its goodwill with all suppliers, customers, employees and others
having business relations with the Business.

                        5.2 Change in Representation and Warranties.
In the event the Seller learns that any of the representations and warranties of the
Seller contained in or referred to in this Agreement is or will become inaccurate in any
material respect, the Seller shall give immediate written notice thereof to the Buyer.

ARTICLE 6

CERTAIN COVENANTS OF THE BUYER

                        6.1 Consents of Others. Prior to the
Closing, the Buyer shall use its best efforts to obtain all authorizations, consents and
permits of others required of it to permit it to consummate the transactions contemplated
by this Agreement and continue the Business.

                        6.2 Change in Representations and Warranties.
In the event the Buyer learns any of the representations and warranties of the Buyer
contained in or referred to in this Agreement is or will become inaccurate, the Buyer
shall give immediate written notice thereof to the Seller.

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                        6.3 Conduct of Business Pending Closing. From
the date of this Agreement to the Closing Date the Buyer shall not incur any costs or
liabilities outside the ordinary course of business.

ARTICLE 7

EMPLOYEES AND EMPLOYMENT MATTERS

                        7.1 Employment by
the Buyer. Upon the Closing, the Seller shall terminate each of the employees of
Seller and the Buyer shall offer employment to the employees of Seller who are listed on
Schedule 7.1 and who are actively employed by the Business as of the Closing Date
(i.e., not on long-term disability or other leave) (collectively, the "Employees"). The
Buyer's offer of employment to the Employees shall be on terms which are substantially the
same as those terms upon which the Employees are currently employed by Seller. Nothing
herein, expressed or implied, confers upon any Employee any rights or remedies of any
nature or kind, including, without limitation, any rights of employment with the Buyer.
Buyer may hire three employees.

                        7.2 Liability. The Seller shall retain and pay
all obligations and liabilities arising out of the Seller's employment of the Employees
prior to the Closing Date or the termination thereof by the Seller, including liability
for all claims, with respect to occurrences on or before the Closing Date (regardless of
when such claim is filed) arising out of labor or employment (which shall include accrued
vacation and sick pay), pension contributions, worker's compensation, disability,
unemployment insurance and related matters. The Seller shall not be liable for any such
employment obligations with respect to the Buyer's employment of the Employees after the
Closing Date, provided that any such obligations of the Buyer do not relate to any act or
omission of the Seller which occurred prior to the Closing Date.  

ARTICLE 8

CERTAIN POST CLOSING COVENANTS

                        8.1 Collection of Accounts Receivable.
The Buyer will remit to the Seller any payments that it receives for those Accounts
Receivable of the Business that existed on the Closing Date, and will continue to make
best efforts to continue to collect Accounts Receivables.

                        8.2 Access to Documents. For a period of 5
years following the Closing Date, the Buyer agrees to provide the Seller (as well as the
Seller's accountants, auditors, or other representatives) reasonable access to books and
records of the Seller which exist as of the Closing Date during normal business hours at
the Buyer's premises and on reasonable notice to the Buyer.

                        8.3 Use of Corporate Name or Trade Name. After
the Closing, except (a) with respect to collection of pre-Closing accounts receivable and
payment of pre-Closing accounts payable, or (b) in connection with services to be
performed for the Buyer, the Seller nor any affiliate of Seller will use or refer to the
name "Image Media" or any trade name included within the Intellectual Property being
conveyed to the Buyer, or any derivative or variation thereof or any name similar thereto.

                        8.4 No Competition.

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                              During the period beginning on the Closing Date and ending on June 30, 2006 (the
"Restricted Period"), Seller, and any Affiliate of Seller shall not, directly or
indirectly, for his, her or its own account or as an agent, employee, officer, director,
trustee, consultant or member, partner or other equity holder of any Person or in any
other capacity, engage in any business activity that is the same as, substantially similar
to or otherwise competitive with the Business or with any business now conducted by Buyer
or any Affiliate of Buyer within the Province of British Columbia, except that the Seller
may continue, without restriction, to conduct business within the Province of British
Columbia in connection with its agreement in force as of the date of this Agreement under
the services agreement by and between Her Majesty the Queen In Right of the Province of
British Columbia as represented by the Minister of Education and Magic Lantern
Communications Ltd. dated June 10, 2003 (the "BCLC Agreement") or pursuant to the terms of
any subsequent renewal of the BCLC Agreement.

ARTICLE 9

CONDITIONS TO CLOSING

                              The obligation of seller to consummate the transactions contemplated by this
agreement is subject to the approval of a resolution by the board of directors of
seller, approving the transactions contemplated hereby, which shall be considered at the
seller's board of directors meeting to be held on November 3, 2003.

ARTICLE 10

COVENANTS AND INDEMNIFICATION

                        10.1 Indemnification by the Seller. Subject to the terms and conditions of this
Article 9, the Seller hereby agrees to, jointly and severally, defend, indemnify and hold
harmless the Buyer's Indemnified Persons from and against all Losses directly or
indirectly incurred by or sought to be imposed upon any of them:

                                    (a) resulting from or arising
out of any breach of any of the representations or warranties made by the Seller in or
pursuant to this Agreement or in any agreement, document or instrument executed and
delivered pursuant hereto or in connection with the Closing;

                                    (b)
resulting from or arising out of the conduct of the Business (including but not limited to
the manufacturer and sale of any product) at any time on or prior to the Closing Date
including, but not limited to, any Proceeding against the Seller and any litigation or
similar matter arising out of such conduct, whether or not described or required to be
described on Schedule 3.1(t), except to the extent that the Loss arises from or
relates to an Assumed Liability; and 


                                    (c) resulting from or arising
out of any liability, payment or obligation in respect of any Taxes owing by the Seller of
any kind or description (including interest and penalties with respect thereto) for all
the pre-closing tax periods.

                        10.2 Indemnification by the Buyer.
Subject to the terms and conditions of this Article 9, from and after the Closing Date,
the Buyer agrees, to defend, indemnify and hold 

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harmless the Seller from any and all Losses directly or indirectly incurred by or
sought to be imposed upon them:

                                   
(a) resulting from or arising out of any breach of any of the representations or
warranties made by the Buyer, in or
pursuant to this Agreement or in any agreement, document or instrument executed and
delivered pursuant hereto or in connection with the Closing; and

                                    (b) resulting from or arising
out of any breach of any covenant or agreement made by the Buyer in or pursuant to this
Agreement or in connection with any agreement, document or instrument executed and
delivered pursuant hereto or in connection with the Closing including, but not limited to,
any failure to pay, perform or otherwise discharge any of the Assumed Liabilities.

                        10.3 Notice of
Indemnification Claims. If (i) a Third Party Action is brought
against any Indemnified Person that is subject to a right of indemnification under this
Article 9 or (ii) any Indemnified Person hereto becomes aware of facts or circumstances
establishing that such Indemnified Person has experienced or incurred Losses or will
experience or incur Losses subject to indemnification under this Article 9, then such
Indemnified Person shall give to the Indemnifying Person notice of such claim ("Indemnification
Notice") as soon as reasonably practicable but in no event more than thirty (30) days
after the Indemnified Person has received notice of or obtains actual knowledge of such
claims (provided that failure to give such notice shall not limit the Indemnifying
Person's indemnification obligation hereunder except to the extent that the delay in
giving, or failure to give, the notice adversely affects the Indemnifying Person's ability
to defend against the claim). To the extent practicable, the Indemnification Notice will
describe with reasonable specificity (A) the nature of and the basis for the
indemnification claim, including any relevant supporting documentation, and (B) an
estimate of all Losses associated therewith.

                                    (a) Defense of Third Party
Actions.

                                                  
(i) Upon receipt of a notice
of a Third Party Action subject to an Indemnification Notice under this Section 9.3, the
Indemnifying Person shall have the right, at its option and at its own expense, to
participate in and be present at the defense of such Third Party Action, but not to
control the defense, negotiation or settlement thereof, which control shall remain with
the Indemnified Person, unless the Indemnifying Person makes the election provided in
paragraph (ii) below.

                                                  
(ii) By written notice within 45 days after receipt of a notice of a Third Party Action,
an Indemnifying Person may elect to assume control of the defense, negotiation and
settlement thereof, with counsel reasonably satisfactory to the Indemnified Person;
provided, however, that its right to assume such control shall be subject to the
Indemnifying Person agreeing in writing (A) to promptly indemnify the Indemnified Person
for its expenses to date, (B) that any Losses arising out of the Third Party Action
constitute a claim that is subject to indemnification under this Agreement ; and (C) to
hold the Indemnified Person harmless from and against any and all Losses caused by or
arising out of any settlement of the Third Party Action approved by the Indemnifying
Person or any judgment in connection with 

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that Third Party Action. The Indemnifying Person shall not in the defense of the Third
Party Action enter into any settlement which does not include as a term thereof the giving
by the third party claimant of an unconditional release of the Indemnified Person, or
consent to entry of any judgment except with the consent of the Indemnified Person.

                                                   (iii) Upon assumption of
control of the defense of a Third Party Action under paragraph (ii) above, the
Indemnifying Person will not be liable to the Indemnified Person hereunder for any legal
or other expenses subsequently incurred in connection with the defense of the Third Party
Action.

                                                   (iv) If the Indemnifying
Person does not elect to control the defense of a Third Party Action under paragraph (ii),
the Indemnifying Person shall promptly reimburse the Indemnified Person for expenses
incurred by the Indemnified Person in connection with defense of such Third Party Action,
as and when the same shall be incurred by the Indemnified Person to the extent that the
expense arises from a Loss that is subject to indemnification under this Agreement.

                                                   (v) Any Person who has not
assumed control of the defense of any Third Party Action shall have the duty to cooperate
with the party which assumed such defense.

                        10.4 
Payment of Indemnification. Payment of any amount due
under this Article 11 shall be made within 30 days after payment is due.

ARTICLE 11

MISCELLANEOUS

                        11.1 Definitions. All capitalized
terms used in this Agreement and not heretofore defined shall have the meanings set forth
below.

                                    (a) "Associated
Property" means any real property at any time owned, leased or used by the Seller in
the conduct of the Business.

                                    (b) "Buyer's Indemnified
Persons" means the Buyer, its directors, officers, employees, stockholders, agents and
Representatives.

                                    (c) "Current Real Property" means all real
property currently owned or leased by the Seller.

                                    (d) "Employee Contract" means any written or
oral contract, agreement, arrangement, policy, program, plan or practice (exclusive of any
such contract which is terminable within thirty (30) days without liability to Seller)
directly or indirectly providing for or relating to any employment, consulting,
remuneration, compensation or benefit, severance or other similar arrangement, insurance
coverage (including any self-insured arrangements), medical-surgical-hospital or other
health benefits, workers' compensation, disability benefits, supplemental employment
benefits, vacation benefits and other forms of paid or unpaid leave, retirement benefits,
tuition reimbursement, deferred compensation, savings or bonus plans, profit-sharing,
stock options, stock appreciation rights, or other forms of incentive compensation  

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or
post-retirement compensation or benefit, employment guarantee or security, or limitation
on right to discipline or discharge, which (i) is not a Welfare Plan, (ii) has been
entered into or maintained by Seller, (iii) covers any one or more current or former
director, officer, employee or consultant of Seller and (iv) under which any obligations
remain outstanding.

                                    (e) "Governmental Agency" means any federal,
state, local or foreign government, political subdivision, court, agency or other entity,
body, organization or group exercising any executive, legislative, judicial,
quasi-judicial, regulatory or administrative function of government.

                                    (f) "Indemnified Person" means any Person
entitled to be indemnified under Article 9.

                                    (g) "Indemnifying Person"
means any Person obligated to indemnify another Person under Article 9.

                                    (h) "Loss" and "Losses" means any and
all losses, damages, liabilities, payments, costs and obligations, and all expenses
related thereto. Subject to the terms and limitations of Article 9, Losses shall include
any reasonable legal fees and costs incurred by any of the Indemnified Persons subsequent
to the Closing in good faith defense of any Third Party Action, whether or not any
liability or payment, obligation or judgment is ultimately imposed against the Indemnified
Person.

                                   
(i) "Net Working Capital" means current assets
of the Seller minus current liabilities of the Seller.

                                    (j) "Person" means any Governmental Agency,
individual, association, joint venture, partnership, corporation, limited liability
company, trust or other entity.

                                    (k) "Seller's Indemnified Persons" means the
Seller, its directors, officers, employees, shareholder, agents and Representatives.

                                    (l) "Third Party Action"
means any written assertion of a claim, or the commencement of any action, suit, or
Proceeding, by a third party against an Indemnified Person with
respect to which it is reasonably foreseeable that an Indemnified Person would be entitled
to indemnification under this Article 9.

                        11.2 Entire Agreement. This Agreement,
together with all schedules, exhibits and Ancillary Agreements, constitutes the entire
Agreement and supersedes all prior agreements and understandings, both written and oral,
between the parties hereto with respect to the subject matter hereof and no party shall be
liable or bound to the other in any manner by any warranties, representations, covenants
or agreements except as specifically set forth herein or expressly required to be made or
delivered pursuant hereto.

                        11.3 Modifications. Any amendment, change or
modification of this Agreement shall be void unless in writing and signed by all parties
hereto.

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                        11.4 Further Assurance. From time to time
after the Closing Date, the Seller will execute all such instruments and take all such
actions as the Buyer shall reasonably request in order more effectively to convey and
transfer all of the Subject Assets to the Buyer. From time to time after the Closing Date,
the Seller and the Buyer shall also execute and deliver to the appropriate other party
such other instruments as may be reasonably required in connection with the performance of
this Agreement and each shall take all further actions as may be reasonably required to
carry out the transactions contemplated by this Agreement.

                        11.5 Binding Effect and Benefits. This
Agreement shall be binding upon and shall inure to the benefit of the Buyer and the Seller
and their respective successors, permitted assigns, transferees and legal representatives.

                        11.6 Expenses. The Seller and the Buyer shall
each bear and pay all costs and expenses respectively incurred by each of them on their
behalf in connection with this Agreement, including, without limitation, fees and expenses
of their own financial consultants, accountants and counsel.

                        11.7 Knowledge or Belief. The knowledge of any
officer of the Seller or the Buyer shall be deemed to be knowledge of the Seller or the
Buyer.

                        11.8 Notices. Any notices or other
communications required or permitted to be given pursuant to this Agreement shall be
deemed to have been given if in writing and delivered personally, by facsimile, or sent by
certified mail return receipt requested and postage prepaid, addressed as follows:

                                    (a) To the Seller:

With a copy to:

                Hodgson Russ LLP

                150 King Street West, Suite 2309

                P.O. Box 30

                Toronto, Ontario M5H 1J9

                Attention: Richard B. Raymer, Esq.

                Facsimile: (416) 595-5021

                

              
            
          
        
      
    
  


                                             (b) To the Buyer:

      
    
  

Brett Robinson

                5351 Ludlow Road

                Richmond, British Columbia V7C 2Z1


                
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                With a copy to:

                Morley A. Levitt, Esq.

                120-11181 Voyageur Way

                Richmond, British Columbia V6X 3N9

                Facsimile: (604) 270-4588

                

              
            
          
        
      
    
  

or such other addresses as shall be furnished in writing by any party to the other
party. Notices or communications shall be deemed received on the date of delivery if
personally delivered, the date of confirmation of transmission if delivered by facsimile
or on the delivery date indicated on the return receipt if sent by certified mail return
receipt requested and postage prepaid. In the event of actual or threatened postal service
interruption, notices and communications shall be personally delivered or delivered by
facsimile.

                        11.9 Headings. The headings in this Agreement
are for purposes of reference only and shall not limit or otherwise affect the meanings
hereof.

                        11.10 Governing Law. This Agreement shall be
governed, construed and enforced in accordance with the laws of the Province of British
Columbia, without regard to principles of conflicts of law.

                        11.11 Currency. All dollar amounts shall be
deemed to be in Canadian dollars.

                        11.12 Assignment. This Agreement is assignable
by the Buyer only to a corporation of which he is sole shareholder.

                        11.13 Counterparts. This Agreement may be
executed in counterparts and by electronic facsimile transmission, each of which shall be
deemed to be an original and all of which shall constitute one and the same document.


                        As conclusive evidence of its intent to be legally bound, each of the parties to this
Agreement has duly executed this Agreement as of the date above first written.

	 	
MAGIC LANTERN, INC.



 

By:  
/s/Robert A. Goddard_____

Name: Robert A. Goddard

Title: President and Chief Executive Officer and Acting Chief Financial
Officer



BRETT ROBINSON



 

/s/ Brett Robinson_________  

 






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Schedules

Schedule 1.1(a) - Tangible Personal Property and Inventory

Schedule 1.1(e) - Intellectual Property

Schedule 7.1 - Conduct of Business

 

Schedule 1.1(a)




	QTY
	
    Description
	Make
	Model
	Ser #

	1
		Ampex	TBC 2
	5001590

	1
		Ampex	TBC 1
	990558
	1
		Sony	BVW75
	16574
	1
		Sony	BVW10
	12124
	1
		Ampex	VPR1
	4580510
	1
	Video
    Switcher
	Grass Valley Model	110
	22206
	1
	8 Channel
    Audio Mixer
	Sony	11XP210
	21184
	1
	Video
    Recorder 3⁄4"
	Sony	V05850
	20687
	1
	Video
    Recorder 3⁄4"
	Sony	V05850
	31364
	1
	Video
    Recorder 3⁄4"
	Sony	V05850
	20406
	1
	Video
    Recorder 3⁄4"
	Sony	V05850
	21044
	1
	Video
    Recorder 3⁄4"
	Sony	V05850
	20828
	1
	Video
    Recorder 3⁄4"
	Sony	V05800
	20082

	1
	Video
    Recorder 3⁄4"
	Sony	V05800
	20443

	1
	Video
    Recorder 3⁄4"
	Sony	V05800
	20416

	1
	Video
    Recorder 3⁄4"
	Sony	V05800
	20519

	1
	Video
    Recorder 3⁄4"
	Sony	V05800
	20228

	1
	Colour
    Monitor
	Sony
	PVM 1340
	2002993

	1
	Colour
    Monitor
	Sony
	PVM 1340
	2005177

	1
	Colour
    Monitor
	Sony
	PVM 1340
	2002224

	1
	Colour
    Monitor
	Sony
	PVM 1340
	2002221

	1
	Colour
    Monitor
	Sony
	PVM 1340
	2002258

	1
	Colour
    Monitor
	Sony
	PVM 1340
	2002747

	1
	Colour
    Monitor
	Sony
	PVM 1340
	2005149

	1
	Colour
    Monitor
	Sony
	PVM 1340
	2002959

	1
	Colour
    Monitor
	Sony
	PVM 1340
	2002751

	1
	Colour
    Monitor
	Sony
	PVM 1340
	2015121

	1
	Pulse
    Generator
	Leitch
	5PG 102 N
	301751

	1
	Test
    Generator
	Leitch
	CTG 210N
	73063

	1
	Pulse
    Generator
	Tectronix
	2146
	B040390

	1
	Osciloscope
	Tectronix
	675
	B250732

	1
	Test
    Generator
	Tectronix
	1410
	n/a

	1
	WaveForm
    Monitor
	Tectronix
	529
	15350

	1
	Vectroscope
	Tectronix
	520A
	B394548

	1
	Distortion
    Analyzer
	HP
	334
	140A-04191

	1
	Test
    Oscilator
	HP
	5654A
	0951A01313

	1
	Switcher
	Image Video
	10x a/v
	14721

	1
	Switcher
	Image Video
	10x a/v
	14719

	1
	Switcher
	Image Video
	10x a/v
	14720

	1
	Switcher
	Image Video
	10x a/v
	14721

	9
	Switcher
	Image Video
	10x a/v
	n/a

	1
	VHS
    Duplicator
	JVC
	BR7000
	6548000

	1
	VHS
    Duplicator
	JVC
	BR7000
	7117047

	1
	VHS
    Duplicator
	JVC
	BR7000
	15312086

	1
	VHS
    Duplicator
	JVC
	BR7000
	15312088




- 2 -

	1
	VHS
    Duplicator
	JVC
	BR7000
	16913091

	1
	VHS
    Duplicator
	JVC
	BR7000
	14118102

	1
	VHS
    Duplicator
	JVC
	BR7000
	7214181

	1
	VHS
    Duplicator
	JVC
	BR7000
	6518194

	1
	VHS
    Duplicator
	JVC
	BR7000
	16913213

	1
	VHS
    Duplicator
	JVC
	BR7000
	16913230

	1
	VHS
    Duplicator
	JVC
	BR7000
	16913307

	1
	VHS
    Duplicator
	JVC
	BR7000
	6408309

	1
	VHS
    Duplicator
	JVC
	BR7000
	16913312

	1
	VHS
    Duplicator
	JVC
	BR7000
	16913349

	1
	VHS
    Duplicator
	JVC
	BR7000
	15312375

	1
	VHS
    Duplicator
	JVC
	BR7000
	15312384

	1
	VHS
    Duplicator
	JVC
	BR7000
	15312385

	1
	VHS
    Duplicator
	JVC
	BR7000
	16015386

	1
	VHS
    Duplicator
	JVC
	BR7000
	14118341

	1
	VHS
    Duplicator
	JVC
	BR7000
	8518601

	1
	
    Distribution Amplifier
	Panasonic
	DA100
	A0A0253D1

	1
	
    Distribution Amplifier
	Panasonic
	DA100
	G5A9167D1

	1
	
    Distribution Amplifier
	Panasonic
	DA100
	J5A9374D1

	1
	Monitor
    Switcher
	Panasonic
	SW 100 A/V
	G7A 0065D1

	1
	Monitor
    Switcher
	Panasonic
	SW 100 A/V
	F0A2243D1

	1
	Monitor
    Switcher
	Panasonic
	SW 100 A/V
	G7A 0068D1

	1
	Monitor
    Switcher
	Panasonic
	SW 100 A/V
	07A0070D1

	1
	Monitor
    Switcher
	Panasonic
	SW 100 A/V
	B8A0072D1

	1
	Monitor
    Switcher
	Panasonic
	SW 100 A/V
	F0A2269D1

	1
	Monitor
    Switcher
	Panasonic
	SW 100 A/V
	G7A0063D1

	1
		Panasonic
	AG-W1-P
	1600

	1
	S-VHS
    Recorder
	JVC
	BR5-711V
	13310606

	1
	Power Amp
	H&H
		10978

	1
	Power Amp
	H&H
		10979

	1
	Power Amp
	H&H
		10980

	1
	Power Amp
	H&H
		10981

	1
	Power Amp
	H&H
		10982

	1
	Waveform
    Monitor
	Tectronix
	528
	B293320

	1
	Waveform
    Monitor
	Tectronix
	528
	B293124

	1
	Waveform
    Monitor
	Tectronix
	528
	B227015

	1
	Waveform
    Monitor
	Tectronix
	528
	B010424

	1
	Waveform
    Monitor
	Tectronix
	528
	B270640

	1
	Waveform
    Monitor
	Tectronix
	528
	B250576

	1
	Waveform
    Monitor
	Tectronix
	528
	B238861

	1
	Waveform
    Monitor
	Tectronix
	528
	B050872

	3
	
    Vectrocscope
	Tectronix
	1420
	n/a

	1
	Time Code
    Generator
	Skotel
	TCG-80
	n/a

	1
	Time Code
    Reader
	Skotel
	TCG-80
	n/a

	4
	Audio DA
	McCurdy
		n/a

	3
	Video DA
	Leitch
		n/a

	1
	Patching
    Bays
	Video/Audio
		n/a




- 3 -

	1
	Audio DA
	Ward Back
		n/a

	1
	Bulk Tape
    Eraser
	Garner
		G270-303

	1
	Bulk Tape
    Eraser
	Garner
		8130037

	1
	Video
    Switcher
	Panasonic
		19200066

	1
	Video
    Switcher
	Panasonic
		68201515

	1
	Video
    Switcher
	Panasonic
		19200045

	1
	Video
    Switcher
	Panasonic
		14200412

	1
	Video
    Switcher
	Panasonic
		21200190

	1
	Shrink
    Wrapper
	Damark
		2240

	1
	VHS
    Duplicator
	JVC
	BR7030UB
	14012209

	1
	VHS
    Duplicator
	JVC
	BR7030UB
	14012206

	1
	VHS
    Duplicator
	JVC
	BR7030UB
	12011970

	1
	VHS
    Duplicator
	JVC
	BR7030UB
	14012213

	1
	VHS
    Duplicator
	JVC
	BR7030UB
	14012211

	1
	VHS
    Duplicator
	JVC
	BR7030UB
	14012207

	1
	VHS
    Duplicator
	JVC
	BR7030UB
	14012202

	1
	VHS
    Duplicator
	JVC
	BR7030UB
	14011974

	1
	VHS
    Duplicator
	JVC
	BR7030UB
	14012203

	1
	VHS
    Duplicator
	JVC
	BR7030UB
	14012205

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713256

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713336

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713291

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713321

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	60371335

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713353

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713201

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713310

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713205

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713183

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713213

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713349

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713242

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713189

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713186

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713319

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713250

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713278

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713357

	1
	
    MultiStandard VHS
	Sharp
	VC-MA-83
	603713347

	1
	TV
	Sony
	KV20
	A800067

	1
	Digital
	TBC
	ES2200T
	7KE2T011

	1
	Digital
	TBC
	ES2200T
	7KE2T009

	1
			PVW2600
	11290

	1
	DV Cam
    Digital Video
	Sony
	DSR80
	13876

	1
	TV
	Sony Super
    Beta
	SL-HF4000
    Hitachi 13"
	7396

	1
	CD
    Duplicator Model
	Champion
	CTEL5108
	CD01478




- 4 -

	1
	Digital Video Cass Recorder	Sony
	GV-D200
	10040

	1
	Mini DV/DV Cam		AGD 2000
	
	1
	DVDR/CDR Burner			
	1
	Computer & Monitor	MAC/G4
		
	1
	Scanner			
	1
	Printer	OkiDATA
		
	1
	Printer	Lexmark
		
	1
	Printer		Signature
    III
	
	1
	Fax Machine			
	6
	Desks			
	6
	Tables			
	
    3
	Counters			
	
    6
	Book Shelves			
	
    6
	Rolling Shelves In Library (for masters)			
	
    10
	Stock Racks in Warehouse			
	
    8
	Metal Shelves in Warehouse			
	
    5
	Filing Cabinets			
	
    1
	Boardroom Table			
	
    8
	Boardroom Chairs			
	
    8
	Office Chairs			
	
    10
	Office Phones and Main Phone System			
	
    1
	Fridge			
	
    5
	Office Computers			
	
    5
	Rolling Master Carts			
	
    4
	Shipping Carts			





- 5 -

Schedule 7.1




	EMPLOYEE NAME

	Colin Logan

	Voya Fortula

	Daryl Thompson