Exhibit 10.8



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY
ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION WITH
RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY
SHALL HAVE RECEIVED AN OPINION OF COUNSEL OF THE HOLDER SATISFACTORY TO THE
COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS
AVAILABLE, AND (2) SUCH TRANSFER WOULD BE IN COMPLIANCE WITH ALL APPLICABLE
SECURITIES LAWS. THERE IS NO AND THERE IS NOT GUARANTEED TO BE A PUBLIC MARKET
FOR THIS NOTE AND THE SHARES OF CAPITAL STOCK ISSUABLE UPON ANY CONVERSION
HEREOF. INVESTORS SHOULD BE AWARE THAT THEY WOULD BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


PROMISSORY NOTE


	
    
      
    
    $


    	
    (USD)	
    
    Oakville, Ontario

	
     
	
    
    August 26, 2003






           FOR VALUE RECEIVED, Magic Lantern Group, Inc., with
a principal place of business at 1075 North Service Road West, Unit 27,
Oakville, Ontario, L6M 2G2 (the "Borrower"), promises to pay to the
order of ____________________________with an address
of_____________________________ (The "Lender"), on August ,
2004 ("Maturity Date"), the principal sum of $________________ (USD)
in the manner hereinafter provided in lawful money of the United States of
America.

           This Note shall bear simple interest at the rate of ten percent 
(10%) per annum payable on the date hereof. In the event that the Note is
not paid on or before the Maturity Date, the Lender shall have the option to
extend the Maturity Date or to declare this Note to be in default, in which case
all principal and accrued interest shall be immediately due and payable. In the
event the Lender extends the Maturity Date, interest shall begin to accrue at a
rate of ten percent (10%) per annum payable monthly.

           This Note shall be subordinated to any and all indebtedness of the
Borrower now or hereafter owing to any bank or similar institutional lender.

           This Note may be prepaid in whole or in part without penalty. No
partial prepayment shall extend or postpone the due date or change the amount of
any subsequent installment, unless the Holder shall otherwise agree in writing.

           The Borrower hereby expressly waives presentment for payment,
demand, notice of dishonor and protest. The Borrower hereby agrees to reimburse
the Lender for all reasonable out-of-pocket expenses, including attorneys' fees,
incurred in enforcing or attempting to enforce this Note. No course of dealing
or conduct and no delay on the part of the Lender in exercising any right
hereunder shall operate as a waiver thereof and no consent or waiver in any
instance shall operate as a waiver in any other instance. To be effective, any
waiver must be in writing and signed by the Lender.

           This Note shall be binding upon the Borrower and its respective
successors and assigns and each or any of them. This Note shall be construed
under and governed by the laws of the Province of Ontario.

           IN WITNESS WHEREOF, the Borrower has caused these presents to be
executed by its duly authorized officer as an instrument under seal, as of the
day and year first above written.

	 	
    Magic Lantern Group, Inc.

	 	 	 
	 	 	 
	 	
    By:
	
    
 

    




 


Warrant No. A_____

NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN
EXEMPTION FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION SHALL BE
APPLICABLE, THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Void after 5:00 p.m. Eastern Standard Time, on____________
/           /, 2004




WARRANT TO PURCHASE SHARES OF COMMON STOCK

OF

MAGIC LANTERN GROUP, INC.





           FOR VALUE RECEIVED, MAGIC LANTERN GROUP, INC. (the "Company"),
a New York corporation, hereby certifies that
__________________________________or its permitted assigns, is entitled to
purchase from the Company, at any time or from time to time commencing on the
date hereof ("Commencement Date"), and prior to 5:00 P.M., Eastern Standard
Time, on ______/ _____, 2004 a total of ______________ fully paid and
non-assessable shares of the Common Stock, par value $.01 per share, of the
Company for an aggregate purchase price of $_____________. Such warrants will be
exercisable for a period of three (3) years at an exercise price of $_______per
share. (Hereinafter, (i) said Common Stock, together with any other
equity securities which may be issued by the Company with respect thereto or in
substitution therefore, is referred to as the "Common Stock", (ii) the
shares of the Common Stock purchasable hereunder are referred to as the "Warrant
Shares", (iii) the aggregate purchase price payable hereunder for the
Warrant Shares is referred to as the "Aggregate Warrant Price", (iv) the
price payable hereunder for each of the Warrant Shares is referred to as the "Per
Share Warrant Price", (v) this Warrant, and all warrants hereafter
issued in exchange or substitution for this Warrant are referred to as the "Warrant"
and (vi) the holder of this Warrant is referred to as the "Holder".)
The Per Share Warrant Price is subject to adjustment as hereinafter provided.

           1.         Exercise of Warrant. 



                       (a) Cash Exercise. This Warrant may be exercised,
in whole at any time or in part from time to time, commencing on the date hereof
and prior to 5:00 P.M., Eastern Standard Time, on_____________/             /,
2006 (the "Expiration Date"), by the Holder of this Warrant by the
surrender of this Warrant (with the subscription form at the end hereof duly
executed) at the address set forth in Subsection 9(a) hereof, together with
proper payment of the Aggregate Warrant Price, or the proportionate part thereof
if this Warrant is exercised in part. Payment for Warrant Shares shall be made
by certified or official bank check payable to the order of the Company. If this
Warrant is exercised in part, this Warrant must be exercised for a minimum of
100 shares of the Common Stock, and the Holder is entitled to receive a new
Warrant covering the number of Warrant Shares in respect of which this Warrant
has not been exercised and setting forth the proportionate part of the Aggregate
Warrant Price applicable to such Warrant Shares. Upon such surrender of this
Warrant, the Company will (i) issue a certificate or certificates in the
name of the Holder for the largest number of whole shares of the Common Stock to
which the Holder shall be entitled and, if this Warrant is exercised in whole,
in lieu of any fractional share of the Common Stock to which the Holder shall be
entitled, cash equal to the fair value of such fractional share (determined in
such reasonable manner as the Board of Directors of the Company shall
determine), and (ii) deliver the proportionate part thereof if this
Warrant is exercised in part, pursuant to the provisions of the Warrant.


                       (b) Net Issuance. In addition to the rights
set forth in Section 1(a) hereof, the Holder shall have the right (the "Conversion
Right") to require the Company to convert this Warrant, in whole or in part,
at any time prior to the Expiration Date into shares of Common Stock as provided
for in this Section 1(b). At the sole option of the Holder, upon exercise of the
Conversion Right, the Company shall deliver to the Holder (without payment by
the Holder of any Purchase Price) that number of shares of Common Stock equal
to: the amount of stock that would result by dividing the "net" Market Value
left, after subtracting i) the Aggregate Warrant Price for which this
warrant may be exercised, in whole or in part at the discretion of the warrant
holder, from (ii) the Fair Market Value of the number of shares of Common
Stock for which this Warrant may be exercised, by the Fair Market Value of one
share of Common Stock immediately prior to the exercise of the Conversion Right.
This warrant shall automatically be deemed to be exercised in full pursuant to
the provisions of this Section 1(b) hereof, without any further action on behalf
of the Holder immediately prior to the Expiration Date if not exercised before
such date.


                       (c) Fair Market Value. For the purpose of this
Section 1, the "Fair Market Value" a share of Common Stock as of a
particular date (the "Determination Date") shall mean:

	 	(i)	If the Company's Common Stock is traded on the
    American Stock Exchange or is quoted on the National Association of
    Securities Dealers, Inc. Automated Quotation ("NASDAQ") National
    Market System, then Fair Market Value shall mean the closing or last sale
    price, respectively, reported for the last business day immediately
    preceding the Determination Date;
	 	(ii)	If the Determination Date is the date on which
    the Company's Common Stock is first sold to the public by the Company is a
    firm commitment public offering under the Securities Act of 1933, as amended
    (the "1933 Act"), then Fair Market Value shall mean the initial
    public offering price (before deducting commissions, discounts or expenses)
    at which the Common Stock is sold in such offering; and
	 	(iii)	If the Determination Date is none of the
    foregoing clauses (i), (ii), and (iii), then Fair Market Value will be
    determined by the Company's Board of Directors, acting in good faith.


           2.         Reservation of Warrant Shares. The
Company agrees that, prior to the expiration of this Warrant, the Company will
at all times have authorized and in reserve, and will keep available, solely for
issuance or delivery upon the exercise of this Warrant, the shares of the Common
Stock as from time to time shall be receivable upon the exercise of this
Warrant.


           3.         Fully Paid Stock; Taxes. The Company agrees
that the shares of the Common Stock represented by each and every certificate
for Warrant Shares delivered on the exercise of this Warrant shall, at the time
of such delivery, be validly issued and outstanding, fully paid and
non-assessable, and not subject to preemptive rights, and the Company will take
all such actions as may be necessary to assure that the par value or stated
value, if any, per share of the Common Stock is at all times equal to or less
than the then Per Share Warrant Price. The Company further covenants and agrees
that it will pay, when due and payable, any and all Federal and state stamp,
original issue or similar taxes that may be payable in respect of the issue of
any Warrant Share or certificate therefore.


           4.         Transfer.

                       (a) Securities Laws. Neither this Warrant nor the
Warrant Shares issuable upon the exercise hereof have been registered under the
Securities Act of 1933, as amended (the "Securities Act") or under any
state securities laws and unless so registered may not be transferred, sold,
pledged, hypothecated or otherwise disposed of unless an exemption from such
registration is available. In the event Holder desires to transfer this Warrant
or any of the Warrant Shares issued, the Holder must give the Company prior
written notice of such proposed transfer including the name and address of the
proposed transferee. Such transfer may be made only either (i) upon
publication by the Securities and Exchange Commission (the "Commission")
of a ruling, interpretation, opinion or "no action letter" based upon facts
presented to said Commission, or (ii) upon receipt by the Company of an
opinion of counsel to the Company in either case to the effect that the proposed
transfer will not violate the provisions of the Securities Act, the Securities
Exchange Act of 1934, as amended, or the rules and regulations promulgated under
either such act, or in the case of clause (ii) above, to the effect that the
Warrant or Warrant Shares to be sold or transferred has been registered under
the Securities Act of 1933, as amended, and that there is in effect a current
prospectus meeting the requirements of Subsection 10(a) of the Securities Act,
which is being or will be delivered to the purchaser or transferee at or prior
to the time of delivery of the certificates evidencing the Warrant or Warrant
Stock to be sold or transferred.


                       (b) Conditions to Transfer. Prior to any such
proposed transfer, and as a condition thereto, if such transfer is not made
pursuant to an effective registration statement under the Securities Act, the
Holder will, if requested by the Company, deliver to the Company (i) an
investment covenant signed by the proposed transferee, (ii) an agreement
by such transferee to the impression of the restrictive investment legend set
forth herein on the certificate or certificates representing the securities
acquired by such transferee, (iii) an agreement by such transferee that
the Company may place a "stop transfer order" with its transfer agent or
registrar, and (iv) an agreement by the transferee to indemnify the
Company to the same extent as set forth in the next succeeding paragraph.


                       (c) Indemnity. The Holder acknowledges that the
Holder understands the meaning and legal consequences of this Section 5, and the
Holder hereby agrees to indemnify and hold harmless the Company, its
representatives and each officer and director thereof from and against any and
all loss, damage or liability (including all attorneys' fees and costs incurred
in enforcing this indemnity provision) due to or arising out of (a) the
inaccuracy of any representation or the breach of any warranty of the Holder
contained in, or any other breach of, this Warrant, (b) any transfer of
the Warrant or any of the Warrant Shares in violation of the Securities Act, the
Securities Exchange Act of 1934, as amended, or the rules and regulations
promulgated under either of such acts, (c) any transfer of the Warrant or
any of the Warrant Shares not in accordance with this Warrant or (d) any
untrue statement or omission to state any material fact in connection with the
investment representations or with respect to the facts and representations
supplied by the Holder to counsel to the Company upon which its opinion as to a
proposed transfer shall have been based.


                       (d) Transfer.
 Except as restricted hereby, the
Holder in may transfer this Warrant and the Warrant Shares issued whole or in
part at any time or from time to time. Upon surrender of this Warrant to the
Company or at the office of its stock transfer agent, if any, with assignment
documentation duly executed and funds sufficient to pay any transfer tax, and
upon compliance with the foregoing provisions, the Company shall, without
charge, execute and deliver a new Warrant in the name of the assignee named in
such instrument of assignment, and this Warrant shall promptly be cancelled. Any
assignment, transfer, pledge, hypothecation or other disposition of this Warrant
attempted contrary to the provisions of this Warrant, or any levy of execution,
attachment or other process attempted upon the Warrant, shall be null and void
and without effect.


                       (e) Legend and Stop Transfer Orders. Unless the
Warrant Shares have been registered under the Securities Act, upon exercise of
any part of the Warrant and the issuance of any of the shares of Warrant Shares,
the Company shall instruct its transfer agent to enter stop transfer orders with
respect to such shares, and all certificates representing Warrant Shares shall
bear on the face thereof substantially the following legend, insofar as is
consistent with Delaware law:

The shares of common stock represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may not be sold,
offered for sale, assigned, transferred or otherwise disposed of unless
registered pursuant to the provisions of that Act or an opinion of counsel to
the Company is obtained stating that such disposition is in compliance with an
available exemption from such registration.


           5.         Demand Registrations.
 


                       (a) At any time after twelve (12) months following
the Commencement Date, by written notice to the Company (a "Demand Notice")
Holder may request the Company to affect a registration (a "Demand
Registration") of Registrable Securities under the Securities Act for sale. Upon
receipt of any Demand Notice, the Company will within 45 days use reasonable
commercial efforts to file with the SEC a registration statement covering all of
the Registerable Shares such Holder requests, provided, however:

	 	(i)  	the Company shall not be obligated to file and
    cause to become effective any registration statement initiated pursuant to
    this Section 5, within ninety (120) days of the date any other registration
    statement (other than on Form S-4 or Form S-8 promulgated under the
    Securities Act or any successor forms thereto) for the registration of
    offerings of Company securities was filed and not withdrawn or was declared
    effective;
	 	(ii)  	the Company may delay the filing or
    effectiveness of each registration statements initiated pursuant to this
    Section 5 if at such time (i) the Company is engaged, or has fixed plans to
    engage within one-hundred and eighty (180) days of the date of such
    Registration Request, in a firm commitment underwritten public offering of
    Primary Shares in which the holders of Registrable Shares may include
    Registrable Shares or (ii) the Company reasonably determines that such
    registration and offering would (a) be commercially unreasonable due to the
    financial position of the Company at the time of receipt of such request, or
    (b) interfere with any material transaction involving the Company as
    approved by the Board of Directors;
	 	(iii)  	In the event that registration on Form S-3 is
    not permitted under the Securities Act and the regulations promulgated there
    under, the securities will be registered at such time that short form
    registration is permitted.



                       (b) The terms "register," "registered," and
"registration" as used in this Agreement shall refer to a registration effected
by preparing and filing a registration statement in compliance with the
Securities Act and applicable rules and regulations there under, and the
declaration or ordering of the effectiveness of such registration statement.


           6.         Loss, etc. of Warrant. Upon receipt
of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and of indemnity reasonably satisfactory to the
Company, if lost, stolen or destroyed, and upon surrender and cancellation of
this Warrant, if mutilated, the Company shall execute and deliver to the Holder
a new Warrant of like date, tenor and denomination.


           7.         Warrant Holder Not Shareholder.
 Except as
otherwise provided herein, this Warrant does not confer upon the Holder any
right to vote or to consent to or receive notice as a shareholder of the
Company, as such, in respect of any matters whatsoever, or any other rights or
liabilities as a shareholder, prior to the exercise hereof.


           8.         Communication. No notice or other
communication under this Warrant shall be effective unless the same is in
writing and is mailed by first-class mail, postage prepaid, addressed to:


                       (a) The Company at 1075 North Service Road West,
Unit 27, Oakville, Ontario, L6M 2G2 or such other address as the Company has
designated in writing to the Holder, or


                       (b) The Holder at <Holder Address>,
or such other address as the Holder has designated in writing to the Company.


           9.         Headings. The headings of this Warrant have
been inserted as a matter of convenience and shall not affect the construction
hereof.


           10.         Applicable Law. This Warrant shall be
governed by and construed in accordance with the law of the State of Delaware
without giving effect to the principles of conflicts of law thereof.




[Signature Page Follows]





 

           IN WITNESS WHEREOF, Magic Lantern Group, Inc. has caused this
Warrant to be signed by its Interim Chief Executive Officer and its corporate
seal to be hereunto affixed and attested by its _________________ this ____ day
of August, 2003.

	ATTEST:	
    
 

    
	 	 
	 	By: Robert A. Goddard
	
    
 

    	
     	 
	(Name)	Title: Interim Chief Executive Officer
	Title:	 


[Corporate Seal]




 


SUBSCRIPTION




 

           The undersigned, _______________________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for the purchase
of __________________ shares of the Common Stock of LocatePLUS Holdings
Corporation covered by said Warrant, and makes payment therefore in full at the
price per share provided by said Warrant.

	Dated:	
    
 

    	
     	Signature:	
    
 

    
	 	 	 	 
	 	 	Address:	
    
 

    
	 	 	 	
    
 

    


 



ASSIGNMENT




           FOR VALUE RECEIVED _____________________________ hereby sells,
assigns and transfers unto ___________________________ the foregoing
Warrant and all rights evidenced thereby, and does irrevocably constitute and
appoint ________________________, attorney, to transfer said Warrant on the
books of LocatePLUS Holdings Corporation.

	Dated:	
    
 

    	
     	Signature:	
    
 

    
	 	 	 	 
	 	 	Address:	
    
 

    
	 	 	 	
    
 

    


 

 



PARTIAL ASSIGNMENT




           FOR VALUE RECEIVED ______________________ hereby assigns and
transfers unto ________________________ the right to purchase __________ shares
of the Common Stock of LocatePLUS Holdings Corporation by the foregoing Warrant,
and a proportionate part of said Warrant and the rights evidenced hereby, and
does irrevocably constitute and appoint _____________________, attorney, to
transfer that part of said Warrant on the books of ____________________.



	Dated:	
    
 

    	
     	Signature:	
    
 

    
	 	 	 	 
	 	 	Address: