Exhibit 4.2

                          SECURITIES PURCHASE AGREEMENT

     This SECURITIES  PURCHASE AGREEMENT (the "Agreement"),  dated as of May 30,
2014, by and between RED GIANT  ENTERTAINMENT,  INC, a Nevada corporation,  with
headquarters  located at 614 E. Highway 50, Suite 235,  Clermont,  FL 34711 (the
"Company"),  and LG CAPITAL FUNDING,  LLC, a New York limited liability company,
with its  address  at 1218  Union  Street,  Suite #2,  Brooklyn,  NY 11225  (the
"Buyer").

                                    WHEREAS:

     A. The Company and the Buyer are executing and delivering this Agreement in
reliance upon the exemption from securities  registration  afforded by the rules
and  regulations  as  promulgated  by the United States  Securities and Exchange
Commission  (the "SEC") under the  Securities Act of 1933, as amended (the "1933
Act");

     B. Buyer  desires to purchase  and the  Company  desires to issue and sell,
upon the terms and  conditions  set forth in this  Agreement two 9%  convertible
notes of the  Company,  in the forms  attached  hereto as Exhibit A and B in the
aggregate  principal  amount of  $100,000.00  (with the first  note being in the
amount of  $50,000.00  and the second  note  being in the  amount of  $50,000.00
(together  with  any  note(s)  issued  in  replacement   thereof,  the  "Note"),
convertible  into  shares of common  stock,  $0.001 par value per share,  of the
Company (the "Common Stock"),  upon the terms and subject to the limitations and
conditions set forth in such Note. The first of the two notes (the "First Note")
shall be paid for by the Buyer as set forth herein. The second note (the "Second
Note") shall  initially be paid for by the issuance of an offsetting  $50,000.00
secured note issued to the Company by the Buyer  ("Buyer  Note"),  provided that
prior to conversion  of the Second Note,  the Buyer must have paid off the Buyer
Note in cash such that the Second  Note may not be  converted  until it has been
paid for in cash.

     C. The Buyer wishes to purchase,  upon the terms and  conditions  stated in
this Agreement,  such principal amount of Note as is set forth immediately below
its name on the signature pages hereto; and

     NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby
agree as follows:

     1. Purchase and Sale of Note.

     a. Purchase of Note. On each Closing Date (as defined  below),  the Company
shall  issue and sell to the Buyer and the  Buyer  agrees to  purchase  from the
Company  such  principal  amount of Note as is set forth  immediately  below the
Buyer's name on the signature pages hereto.
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     b. Form of Payment.  On the Closing Date (as defined below),  (i) the Buyer
shall pay the  purchase  price  for the Note to be issued  and sold to it at the
Closing  (as  defined  below)  (the  "Purchase   Price")  by  wire  transfer  of
immediately  available  funds to the Company,  in accordance  with the Company's
written  wiring  instructions,  against  delivery  of the Note in the  principal
amount equal to the Purchase Price as is set forth immediately below the Buyer's
name on the signature pages hereto, and (ii) the Company shall deliver such duly
executed Note on behalf of the Company,  to the Buyer,  against delivery of such
Purchase Price.

     c. Closing  Date.  The date and time of the first  issuance and sale of the
Note pursuant to this  Agreement  (the "Closing  Date") shall be on or about May
30,  2014,  or  such  other  mutually  agreed  upon  time.  The  closing  of the
transactions  contemplated by this Agreement (the "Closing")  shall occur on the
Closing  Date at such  location as may be agreed to by the  parties.  Subsequent
Closings  shall  occur when the Buyer Note is repaid.  The Closing of the Second
Note shall be on or before the dates specified in the Buyer Note.

     2.  Buyer's  Representations  and  Warranties.  The  Buyer  represents  and
warrants to the Company that:

     a. Investment  Purpose.  As of the date hereof, the Buyer is purchasing the
Note and the shares of Common Stock  issuable  upon  conversion  of or otherwise
pursuant to the Note, such shares of Common Stock being collectively referred to
herein  as  the  "Conversion  Shares"  and,  collectively  with  the  Note,  the
"Securities") for its own account and not with a present view towards the public
sale or distribution  thereof,  except pursuant to sales  registered or exempted
from  registration  under the 1933 Act;  provided,  however,  that by making the
representations  herein,  the Buyer does not agree to hold any of the Securities
for any minimum or other  specific term and reserves the right to dispose of the
Securities  at any  time  in  accordance  with  or  pursuant  to a  registration
statement or an exemption under the 1933 Act.

     b. Accredited  Investor  Status.  The Buyer is an "accredited  investor" as
that term is defined in Rule 501(a) of Regulation D (an "Accredited Investor").

     c. Reliance on Exemptions.  The Buyer  understands  that the Securities are
being  offered  and sold to it in reliance  upon  specific  exemptions  from the
registration requirements of United States federal and state securities laws and
that the  Company is relying  upon the truth and  accuracy  of, and the  Buyer's
compliance with, the representations,  warranties,  agreements,  acknowledgments
and  understandings  of the  Buyer set forth  herein in order to  determine  the
availability  of such exemptions and the eligibility of the Buyer to acquire the
Securities.

     d. Information.  The Buyer and its advisors,  if any, have been, and for so
long as the Note remain  outstanding  will  continue to be,  furnished  with all
materials  relating to the business,  finances and operations of the Company and
materials  relating  to the offer  and sale of the  Securities  which  have been
requested by the Buyer or its advisors. The Buyer and its advisors, if any, have
been,  and for so long as the  Note  remain  outstanding  will  continue  to be,
afforded the  opportunity to ask questions of the Company.  Notwithstanding  the
foregoing,  the Company has not  disclosed to the Buyer any  material  nonpublic

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information and will not disclose such  information  unless such  information is
disclosed to the public prior to or promptly  following  such  disclosure to the
Buyer.  Neither  such  inquiries  nor  any  other  due  diligence  investigation
conducted by Buyer or any of its advisors or representatives shall modify, amend
or affect Buyer's right to rely on the Company's  representations and warranties
contained in Section 3 below.  The Buyer  understands that its investment in the
Securities  involves a significant degree of risk. The Buyer is not aware of any
facts that may constitute a breach of any of the Company's  representations  and
warranties made herein.

     e. Governmental Review. The Buyer understands that no United States federal
or state agency or any other  government or governmental  agency has passed upon
or made any recommendation or endorsement of the Securities.

     f. Transfer or Re-sale.  The Buyer understands that (i) the sale or re-sale
of the Securities has not been and is not being registered under the 1933 Act or
any applicable  state securities laws, and the Securities may not be transferred
unless  (a) the  Securities  are  sold  pursuant  to an  effective  registration
statement under the 1933 Act, (b) the Buyer shall have delivered to the Company,
at the cost of the Buyer, an opinion of counsel that shall be in form, substance
and scope  customary for opinions of counsel in comparable  transactions  to the
effect that the Securities to be sold or transferred  may be sold or transferred
pursuant to an exemption from such registration, which opinion shall be accepted
by the Company, (c) the Securities are sold or transferred to an "affiliate" (as
defined in Rule 144 promulgated  under the 1933 Act (or a successor rule) ("Rule
144")) of the Buyer who agrees to sell or otherwise transfer the Securities only
in accordance with this Section 2(f) and who is an Accredited Investor,  (d) the
Securities  are  sold  pursuant  to Rule  144,  or (e) the  Securities  are sold
pursuant to Regulation S under the 1933 Act (or a successor  rule)  ("Regulation
S"),  and the Buyer  shall have  delivered  to the  Company,  at the cost of the
Buyer,  an  opinion  of  counsel  that  shall be in form,  substance  and  scope
customary for opinions of counsel in corporate transactions, which opinion shall
be accepted by the Company; (ii) any sale of such Securities made in reliance on
Rule 144 may be made only in accordance with the terms of said Rule and further,
if  said  Rule  is  not  applicable,   any  re-sale  of  such  Securities  under
circumstances  in which the seller (or the person through whom the sale is made)
may be deemed to be an underwriter (as that term is defined in the 1933 Act) may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC  thereunder;  and (iii) neither the Company nor any other
person is under any obligation to register such Securities under the 1933 Act or
any state  securities  laws or to comply  with the terms and  conditions  of any
exemption  thereunder (in each case).  Notwithstanding the foregoing or anything
else  contained  herein  to the  contrary,  the  Securities  may be  pledged  as
collateral  in  connection  with a bona fide  margin  account  or other  lending
arrangement.

     g. Legends. The Buyer understands that the Note and, until such time as the
Conversion  Shares have been registered  under the 1933 Act may be sold pursuant
to Rule  144 or  Regulation  S  without  any  restriction  as to the  number  of
securities  as of a  particular  date  that can then be  immediately  sold,  the
Conversion  Shares may bear a restrictive  legend in substantially the following
form  (and  a  stop-transfer  order  may  be  placed  against  transfer  of  the
certificates for such Securities):

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       "NEITHER THE ISSUANCE AND SALE OF THE  SECURITIES  REPRESENTED
       BY  THIS  CERTIFICATE  NOR THE  SECURITIES  INTO  WHICH  THESE
       SECURITIES  ARE  EXERCISABLE  HAVE BEEN  REGISTERED  UNDER THE
       SECURITIES  ACT OF  1933,  AS  AMENDED,  OR  APPLICABLE  STATE
       SECURITIES  LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE,
       SOLD,  TRANSFERRED  OR  ASSIGNED  (I) IN THE ABSENCE OF (A) AN
       EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
       SECURITIES  ACT OF 1933,  AS  AMENDED,  OR (B) AN  OPINION  OF
       COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER),  IN A
       GENERALLY  ACCEPTABLE FORM, THAT  REGISTRATION IS NOT REQUIRED
       UNDER SAID ACT OR (II)  UNLESS  SOLD  PURSUANT  TO RULE 144 OR
       RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING,  THE
       SECURITIES  MAY BE  PLEDGED  IN  CONNECTION  WITH A BONA  FIDE
       MARGIN ACCOUNT OR OTHER LOAN OR FINANCING  ARRANGEMENT SECURED
       BY THE SECURITIES."

     The legend set forth above  shall be removed and the Company  shall issue a
certificate  without such legend to the holder of any Security  upon which it is
stamped,  if, unless otherwise required by applicable state securities laws, (a)
such Security is registered for sale under an effective  registration  statement
filed  under  the  1933 Act or  otherwise  may be sold  pursuant  to Rule 144 or
Regulation  S without any  restriction  as to the number of  securities  as of a
particular  date that can then be immediately  sold, or (b) such holder provides
the Company with an opinion of counsel,  in form,  substance and scope customary
for opinions of counsel in comparable transactions,  to the effect that a public
sale or transfer of such  Security  may be made without  registration  under the
1933 Act,  which  opinion  shall be  accepted by the Company so that the sale or
transfer is effected.  The Buyer agrees to sell all Securities,  including those
represented  by a  certificate(s)  from which the legend  has been  removed,  in
compliance  with applicable  prospectus  delivery  requirements,  if any. In the
event that the Company  does not accept the  opinion of counsel  provided by the
Buyer with respect to the transfer of Securities  pursuant to an exemption  from
registration,  such as Rule 144 or Regulation S, within 2 business days, it will
be considered an Event of Default under the Note.

     h.  Authorization;  Enforcement.  This  Agreement has been duly and validly
authorized. This Agreement has been duly executed and delivered on behalf of the
Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer
enforceable in accordance with its terms.

     i.  Residency.  The  Buyer is a  resident  of the  jurisdiction  set  forth
immediately below the Buyer's name on the signature pages hereto.

     3.  Representations  and Warranties of the Company.  The Company represents
and warrants to the Buyer that:

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<PAGE>
     a.   Organization   and   Qualification.   The  Company  and  each  of  its
subsidiaries,  if any, is a corporation duly organized,  validly existing and in
good standing under the laws of the  jurisdiction  in which it is  incorporated,
with full  power and  authority  (corporate  and other) to own,  lease,  use and
operate  its  properties  and to carry on its  business  as and where now owned,
leased, used, operated and conducted.

     b. Authorization;  Enforcement. (i) The Company has all requisite corporate
power and  authority to enter into and perform this  Agreement,  the Note and to
consummate  the  transactions  contemplated  hereby and thereby and to issue the
Securities,  in accordance with the terms hereof and thereof, (ii) the execution
and delivery of this Agreement,  the Note by the Company and the consummation by
it of the  transactions  contemplated  hereby  and  thereby  (including  without
limitation,  the  issuance  of the Note and the  issuance  and  reservation  for
issuance of the Conversion  Shares issuable upon conversion or exercise thereof)
have been duly  authorized  by the  Company's  Board of Directors and no further
consent  or  authorization  of the  Company,  its  Board  of  Directors,  or its
shareholders  is  required,  (iii) this  Agreement  has been duly  executed  and
delivered by the Company by its authorized  representative,  and such authorized
representative  is the true and official  representative  with authority to sign
this Agreement and the other documents executed in connection  herewith and bind
the Company accordingly, and (iv) this Agreement constitutes, and upon execution
and  delivery  by the  Company  of the  Note,  each  of  such  instruments  will
constitute,  a legal,  valid and binding  obligation of the Company  enforceable
against the Company in accordance  with its terms.

     c.  Issuance  of Shares.  The  Conversion  Shares are duly  authorized  and
reserved for issuance  and, upon  conversion of the Note in accordance  with its
respective terms,  will be validly issued,  fully paid and  non-assessable,  and
free from all taxes,  liens,  claims and encumbrances  with respect to the issue
thereof and shall not be subject to preemptive rights or other similar rights of
shareholders  of the Company  and will not impose  personal  liability  upon the
holder thereof.

     d. Acknowledgment of Dilution. The Company understands and acknowledges the
potentially  dilutive  effect  to the  Common  Stock  upon the  issuance  of the
Conversion Shares upon conversion of the Note. The Company further  acknowledges
that its obligation to issue  Conversion  Shares upon  conversion of the Note in
accordance  with  this  Agreement,   the  Note  is  absolute  and  unconditional
regardless  of the dilutive  effect that such issuance may have on the ownership
interests of other shareholders of the Company.

     e. No Conflicts. The execution, delivery and performance of this Agreement,
the Note by the Company and the  consummation by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance and
reservation for issuance of the Conversion Shares) will not (i) conflict with or
result in a violation of any provision of the  Certificate of  Incorporation  or
By-laws,  or (ii)  violate  or  conflict  with,  or  result  in a breach  of any
provision of, or constitute a default (or an event which with notice or lapse of
time or both  could  become a  default)  under,  or give to others any rights of
termination,   amendment,   acceleration  or  cancellation  of,  any  agreement,
indenture,  patent,  patent license or instrument to which the Company or any of
its  subsidiaries  is a party,  or (iii) result in a violation of any law, rule,
regulation,  order,  judgment or decree (including  federal and state securities

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laws and  regulations and regulations of any  self-regulatory  organizations  to
which the Company or its  securities  are subject)  applicable to the Company or
any of its  subsidiaries or by which any property or asset of the Company or any
of its subsidiaries is bound or affected  (except for such conflicts,  defaults,
terminations,  amendments, accelerations,  cancellations and violations as would
not,  individually or in the aggregate,  have a material  adverse  effect).  All
consents, authorizations, orders, filings and registrations which the Company is
required to obtain  pursuant to the  preceding  sentence  have been  obtained or
effected on or prior to the date hereof.  The Company is not in violation of the
listing  requirements  of the  OTCQB  marketplace  (the  "OTCQB")  and  does not
reasonably anticipate that the Common Stock will be delisted by the OTCQB in the
foreseeable  future,  nor are the  Company's  securities  "chilled"  by DTC. The
Company and its  subsidiaries  are unaware of any facts or  circumstances  which
might give rise to any of the foregoing.

     f.  Absence of  Litigation.  Except as disclosed  in the  Company's  public
filings, there is no action, suit, claim,  proceeding,  inquiry or investigation
before  or by  any  court,  public  board,  government  agency,  self-regulatory
organization  or body pending or, to the  knowledge of the Company or any of its
subsidiaries,  threatened  against  or  affecting  the  Company  or  any  of its
subsidiaries,  or their  officers or directors in their  capacity as such,  that
could have a material adverse effect. Schedule 3(f) contains a complete list and
summary  description  of any  pending  or,  to  the  knowledge  of the  Company,
threatened   proceeding   against  or  affecting  the  Company  or  any  of  its
subsidiaries, without regard to whether it would have a material adverse effect.
The Company and its subsidiaries are unaware of any facts or circumstances which
might give rise to any of the foregoing.

     g.  Acknowledgment  Regarding  Buyer'  Purchase of Securities.  The Company
acknowledges and agrees that the Buyer is acting solely in the capacity of arm's
length   purchasers  with  respect  to  this  Agreement  and  the   transactions
contemplated  hereby.  The Company  further  acknowledges  that the Buyer is not
acting as a  financial  advisor or  fiduciary  of the Company (or in any similar
capacity)  with  respect to this  Agreement  and the  transactions  contemplated
hereby  and  any  statement   made  by  the  Buyer  or  any  of  its  respective
representatives or agents in connection with this Agreement and the transactions
contemplated  hereby is not advice or a recommendation  and is merely incidental
to the Buyer' purchase of the Securities.  The Company further represents to the
Buyer that the  Company's  decision to enter into this  Agreement has been based
solely on the independent evaluation of the Company and its representatives.

     h. No Integrated Offering.  Neither the Company, nor any of its affiliates,
nor ay person acting on its or their behalf, has directly or indirectly made any
offers or sales in any  security  or  solicited  any offers to buy any  security
under  circumstances  that would require  registration under the 1933 Act of the
issuance of the  Securities to the Buyer.  The issuance of the Securities to the
Buyer will not be integrated with any other issuance of the Company's securities
(past,  current or future) for purposes of any shareholder  approval  provisions
applicable to the Company or its securities.

     i.  Title to  Property.  The  Company  and its  subsidiaries  have good and
marketable  title in fee  simple to all real  property  and good and  marketable
title to all personal  property  owned by them which is material to the business

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of the Company and its  subsidiaries,  in each case free and clear of all liens,
encumbrances  and defects  except such as are described in Schedule 3(i) or such
as would not have a material  adverse  effect.  Any real property and facilities
held under  lease by the  Company  and its  subsidiaries  are held by them under
valid,  subsisting and enforceable leases with such exceptions as would not have
a material adverse effect.

     j. Breach of Representations  and Warranties by the Company. If the Company
breaches any of the  representations  or warranties set forth in this Section 3,
and in addition to any other  remedies  available to the Buyer  pursuant to this
Agreement, it will be considered an Event of default under the Note.

     4. COVENANTS.

     a. Expenses. At the Closing, the Company shall reimburse Buyer for expenses
incurred by them in connection  with the  negotiation,  preparation,  execution,
delivery  and  performance  of this  Agreement  and the other  agreements  to be
executed in connection herewith  ("Documents"),  including,  without limitation,
reasonable  attorneys' and consultants' fees and expenses,  transfer agent fees,
fees  for  stock  quotation  services,   fees  relating  to  any  amendments  or
modifications  of the  Documents or any consents or waivers of provisions in the
Documents,  fees for the  preparation  of opinions of counsel,  escrow fees, and
costs of  restructuring  the  transactions  contemplated by the Documents.  When
possible,  the Company must pay these fees directly,  otherwise the Company must
make immediate  payment for reimbursement to the Buyer for all fees and expenses
immediately  upon written notice by the Buyer or the submission of an invoice by
the Buyer.  The  Company's  obligation  with respect to this  transaction  is to
reimburse  Buyer's  expenses shall be $2,500 in legal fees (and similar  amounts
for the Second Note) which shall be deduced from each Note when cash funded.

     b. Listing. The Company shall promptly secure the listing of the Conversion
Shares upon each national  securities exchange or automated quotation system, if
any,  upon which  shares of Common  Stock are then  listed  (subject to official
notice of issuance) and, so long as the Buyer owns any of the Securities,  shall
maintain,  so long as any other shares of Common Stock shall be so listed,  such
listing of all Conversion  Shares from time to time issuable upon  conversion of
the Note.  The  Company  will  obtain  and, so long as the Buyer owns any of the
Securities, maintain the listing and trading of its Common Stock on the OTCQB or
any equivalent  replacement market, the Nasdaq stock market ("Nasdaq"),  the New
York Stock Exchange  ("NYSE"),  or the American Stock Exchange ("AMEX") and will
comply  in  all  respects  with  the  Company's  reporting,   filing  and  other
obligations  under the  bylaws  or rules of the  Financial  Industry  Regulatory
Authority  ("FINRA")  and such  exchanges,  as  applicable.  The  Company  shall
promptly  provide to the Buyer copies of any notices it receives  from the OTCQB
and any other  markets on which the Common  Stock is then listed  regarding  the
continued eligibility of the Common Stock for listing on such markets.

     c. Corporate  Existence.  So long as the Buyer  beneficially owns any Note,
the Company  shall  maintain its  corporate  existence and shall not sell all or
substantially  all of the Company's  assets,  except in the event of a merger or

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consolidation or sale of all or substantially all of the Company's assets, where
the surviving or successor  entity in such transaction (i) assumes the Company's
obligations  hereunder and under the agreements and instruments  entered into in
connection herewith and (ii) is a publicly traded corporation whose Common Stock
is listed for trading on the OTCQB, Nasdaq, NYSE or AMEX.

     d. No  Integration.  The Company  shall not make any offers or sales of any
security  (other than the  Securities)  under  circumstances  that would require
registration  of the Securities  being offered or sold hereunder  under the 1933
Act or cause the  offering of the  Securities  to be  integrated  with any other
offering  of  securities  by the  Company  for the  purpose  of any  stockholder
approval provision applicable to the Company or its securities.

     e. Breach of  Covenants.  If the Company  breaches any of the covenants set
forth in this Section 4, and in addition to any other remedies  available to the
Buyer  pursuant to this  Agreement,  it will be  considered  an event of default
under the Note.

     5. Governing Law; Miscellaneous.

     a.  Governing  Law.  This  Agreement  shall be governed by and construed in
accordance  with the laws of the State of New York without  regard to principles
of  conflicts  of laws.  Any action  brought by either  party  against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state  courts of New York or in the federal  courts  located in the state
and county of New York. The parties to this Agreement hereby  irrevocably  waive
any objection to jurisdiction and venue of any action  instituted  hereunder and
shall not assert any  defense  based on lack of  jurisdiction  or venue or based
upon FORUM NON  CONVENIENS.  The  Company  and Buyer  waive  trial by jury.  The
prevailing  party  shall be  entitled  to  recover  from  the  other  party  its
reasonable  attorney's  fees and costs.  In the event that any provision of this
Agreement or any other agreement  delivered in connection herewith is invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or  enforceability  of any other provision of any agreement.
Each party hereby irrevocably waives personal service of process and consents to
process being served in any suit,  action or proceeding in connection  with this
Agreement  or any other  Transaction  Document  by  mailing a copy  thereof  via
registered or certified  mail or overnight  delivery (with evidence of delivery)
to such party at the  address in effect for  notices to it under this  Agreement
and agrees that such service shall  constitute  good and  sufficient  service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve process in any other manner permitted by law.

     b. Counterparts; Signatures by Facsimile. This Agreement may be executed in
one or more  counterparts,  each of which shall be deemed an original but all of
which shall  constitute  one and the same  agreement and shall become  effective
when  counterparts  have been  signed by each party and  delivered  to the other
party.  This Agreement,  once executed by a party, may be delivered to the other
party hereto by facsimile  transmission of a copy of this Agreement  bearing the
signature of the party so delivering this Agreement.

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     c.  Headings.  The  headings  of  this  Agreement  are for  convenience  of
reference only and shall not form part of, or affect the interpretation of, this
Agreement.

     d.  Severability.  In the event that any  provision  of this  Agreement  is
invalid or unenforceable  under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any provision hereof which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision hereof.

     e.  Entire  Agreement;  Amendments.  This  Agreement  and  the  instruments
referenced  herein contain the entire  understanding of the parties with respect
to the matters covered herein and therein and, except as specifically  set forth
herein or therein,  neither the Company nor the Buyer makes any  representation,
warranty,  covenant or undertaking with respect to such matters. No provision of
this  Agreement  may be waived or amended other than by an instrument in writing
signed by the majority in interest of the Buyer.

     f. Notices. All notices, demands, requests, consents,  approvals, and other
communications  required or permitted  hereunder shall be in writing and, unless
otherwise  specified herein,  shall be (i) personally served,  (ii) deposited in
the mail,  registered or certified,  return receipt requested,  postage prepaid,
(iii) delivered by reputable air courier service with charges  prepaid,  or (iv)
transmitted by hand  delivery,  telegram,  or facsimile,  addressed as set forth
below or to such other address as such party shall have  specified most recently
by written notice. Any notice or other communication required or permitted to be
given hereunder shall be deemed  effective (a) upon hand delivery or delivery by
facsimile,  with accurate confirmation  generated by the transmitting  facsimile
machine,  at the address or number  designated below (if delivered on a business
day during normal  business  hours where such notice is to be received),  or the
first  business  day  following  such  delivery  (if  delivered  other than on a
business day during normal  business  hours where such notice is to be received)
or (b) on the  second  business  day  following  the date of  mailing by express
courier  service,  fully  prepaid,  addressed  to such  address,  or upon actual
receipt of such  mailing,  whichever  shall first occur.  The addresses for such
communications shall be:

     If to the Company, to:
       Red Giant Entertainment, Inc.
       614 E. Hwy 50 Suite 235
       Clermont, FL 34711
       Attn: Benny Powell, CEO

     If to the Buyer:
       LG CAPITAL FUNDING, LLC
       1218 Union Street, Suite #2
       Brooklyn, NY 11225
       Attn: Joseph Lerman

                                       9
<PAGE>
     Each  party  shall  provide  notice  to the  other  party of any  change in
address.

     g.  Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the  parties and their  successors  and  assigns.  Neither the
Company nor the Buyer shall assign this  Agreement or any rights or  obligations
hereunder  without the prior written consent of the other.  Notwithstanding  the
foregoing,  the Buyer  may  assign  its  rights  hereunder  to any  person  that
purchases  Securities in a private  transaction  from the Buyer or to any of its
"affiliates," as that term is defined under the 1934 Act, without the consent of
the Company.

     h. Third Party Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and is
not for the benefit of, nor may any  provision  hereof be enforced by, any other
person.

     i.  Survival.  The  representations  and  warranties of the Company and the
agreements and covenants set forth in this  Agreement  shall survive the closing
hereunder  notwithstanding  any due diligence  investigation  conducted by or on
behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer
and all their  officers,  directors,  employees  and  agents  for loss or damage
arising as a result of or related to any breach or alleged breach by the Company
of any of its  representations,  warranties  and  covenants  set  forth  in this
Agreement  or  any  of its  covenants  and  obligations  under  this  Agreement,
including advancement of expenses as they are incurred.

     j. Further Assurances. Each party shall do and perform, or cause to be done
and performed,  all such further acts and things,  and shall execute and deliver
all such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

     k. No Strict  Construction.  The language  used in this  Agreement  will be
deemed to be the language  chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party.

     l.  Remedies.  The  Company  acknowledges  that  a  breach  by  it  of  its
obligations  hereunder will cause irreparable harm to the Buyer by vitiating the
intent and purpose of the  transaction  contemplated  hereby.  Accordingly,  the
Company  acknowledges  that the  remedy at law for a breach  of its  obligations
under this Agreement will be inadequate and agrees,  in the event of a breach or
threatened  breach by the Company of the provisions of this Agreement,  that the
Buyer shall be entitled,  in addition to all other available  remedies at law or
in equity, and in addition to the penalties  assessable herein, to an injunction
or  injunctions  restraining,  preventing or curing any breach of this Agreement
and to  enforce  specifically  the  terms and  provisions  hereof,  without  the
necessity of showing  economic loss and without any bond or other security being
required.

                                       10
<PAGE>
IN WITNESS  WHEREOF,  the  undersigned  Buyer and the  Company  have caused this
Agreement to be duly executed as of the date first above written.

RED GIANT ENTERTAINMENT, INC.


By: /s/ Benny Powell
   --------------------------------------
   Benny Powell
   Chief Executive Officer

LG CAPITAL FUNDING, LLC.


By: /s/ Joseph Lerman
   --------------------------------------
Name:  Joseph Lerman
Title: Manager

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of Note:                               $100,000.00

Aggregate Purchase Price:

Note 1: $50,000.00 less $2,500.00 in legal fees

Note 2: $50,000.00 less $2,500.00 in legal fees.

                                       11
<PAGE>
                                    EXHIBIT A
                               144 NOTE - $50,000







                                       12
<PAGE>
                                    EXHIBIT B
                                 BACK END NOTE 1
                                     $50,000






                                       13