Exhibit 10.9



EMPLOYMENT AGREEMENT

                This Employment Agreement (the "Agreement") is made and entered into as of
the 3rd day of November, 2003 (the "Effective Date") by and between
Magic Lantern Group, Inc., of Oakville, Ontario, Canada (the "Company"), and
Robert A. Goddard of Wakefield, Massachusetts (the "Executive").


                WHEREAS, the Executive is presently retained by the Company as a
consultant fulfilling the role of its interim Chief Executive Officer and acting
Chief Financial Officer pursuant to the terms of a Consulting Agreement executed
on July 3, 2003;


                WHEREAS, the Company wishes to employ the Executive as its President and
Chief Executive Officer ("CEO") and the Executive wishes to accept such
employment, subject to the terms and conditions hereinafter set forth;


                NOW THEREFORE, in consideration of the foregoing premises and the mutual
promises, terms, provisions and conditions set forth in this Agreement, the
parties hereby agree:

    	1.	
    
    
    CAPACITY AND PERFORMANCE

        
	 	 
	1.1	
    During the term hereof, the Executive shall serve the Company
    as its President & CEO on a full-time basis and shall, at all times subject
    to the directions and instructions of the Board of Directors of the Company
    (the "Board"), have such authority as is ordinarily consistent with the
    position of President & CEO of the Company, with full power and authority to
    supervise and manage the business and affairs of the Company and its
    affiliates and such other matters as the Board of Directors may authorize.

        
	 	 
	1.2	
    The Company's primary offices and operations are, as of the
    date of execution of this Agreement, located in Oakville, Ontario, Canada
    and both parties anticipate and acknowledge that the Executive, in order to
    carry out his duties hereunder, will spend no more than 179 days per year
    working in the Company's Oakville office, notwithstanding that the Executive
    resides in the State of Massachusetts. The Company acknowledges that, if it
    does not derogate from or conflict with the Executive's duties then, subject
    always to the directions of the Board, the Executive may spend the remainder
    of his time carrying on his duties from his home office in Massachusetts or
    when traveling outside of Canada for business purposes.

        




-2-

	 	 
	1.3	
    The Executive shall serve the Company faithfully and to the
    best of his ability and throughout the term of the Executive's employment
    with the Company, the executive shall devote his full working time and
    attention to the business and affairs of the Company. Further, the Executive
    shall not during the term of this Agreement, either as a principal or agent,
    partner, shareholder, or as a director, officer, manager or employee of a
    corporation or otherwise, carry on or be engaged or concerned or interested
    in any business which is in competition to any business conducted by the
    company or any affiliated or subsidiary company of the Company. The
    Executive shall obey and carry out all lawful orders and directions to the
    Executive by the Company as conveyed through the Board.

    
	 	 
	1.4	
    The Executive shall not engage in any other business activity
    for compensation, benefit, reward or future gain during the term of this
    Agreement, but may participate in industry, trade, professional, charitable
    and community activities as long as the Board is reasonably informed of same
    and on the understanding and condition that such activities will not
    conflict with the interest of the Company or its affiliates, the discharge
    of the Executive's duties and responsibilities to the Company or the orders
    and directions of the Company through the Board.

    
	 	 
	1.5	
    The Company acknowledges that is has reviewed the
    qualifications and experience of the Executive and had formed the opinion
    that the Executive is capable of carrying out the duties set forth herein.

    
	 	 
	2.	
    TERM

	 	 
	2.1	
    The term of this Agreement shall commence on the Effective
    Date and shall expire three (3) years from the Effective Date, unless
    terminated earlier in accordance with the provisions hereof.

    




-3-

	2.2	
    The term of this Agreement shall renew automatically for a
    period of one (1) year from the date of the end of the first term as set
    forth in Section 2.1 unless the Company shall give written notice to the
    Executive. In the event of the renewal of this Agreement and the extension
    of the term of the employment as hereinbefore provided, all of the other
    terms of this Agreement shall remain in full force and effect, except as may
    be specifically modified by the mutual written agreement of the parties.
    Should the Company not wish to renew, the Company shall provide notice in
    writing of its intention to let this Agreement lapse so that the Executive
    receives it no later than the last day of the sixth (6th) month
    of the last year of the term of the Agreement then in force.

    
	 	 
	3.	
    COMPENSATION AND BENEFITS

	 	 
	3.1	
    No Overtime - The Executive acknowledges that as his
    position is an executive one, he may often be required to work more hours
    than the standard work hours of the office and, given his position, the
    Executive will not be entitled to any overtime.

    
	 	 
	3.2	
    Base Salary - The Company shall pay the Executive a
    base salary of $150,000 USD paid by way of twenty-four bi-monthly payments
    annually in accordance with the Company's regular payroll system. The
    Company and Executive agree that the amount of base salary may be amended
    from time to time upon the consent and with the written agreement of both
    arties. If the base salary is amended, this will in no way alter or affect
    the other terms and conditions of this Agreement except as required to give
    effect to the changes in base salary, including but not limited to increases
    in employee benefits and the bonus objectives set forth herein.

    
	 	 
	3.3	
    Incentive Compensation - The Executive
    will be eligible to receive an annual bonus up to a maximum amount of 100%
    the Executive's then annual base salary. The bonus shall be based on the
    unequivocal achievement of certain business milestones described in Schedule
    "A" to this Agreement. For subsequent periods of time during the term of
    this employment not governed by Schedule "A", the Company, in consultation
    with the Executive, shall establish milestones within a reasonable period of
    time (not to exceed 

    




-4-

	 	thirty (30) days) following the
    expiry of the period of time over which the previous bonus was calculated
    and shall provide those milestones the Executive in written form.
	 	 
	3.4	
    Stock Options - Effective upon the Effective Date, the
    Company agrees to grant the Executive options to acquire up to 500,000
    shares of the common stock of the Company at an exercise price equal to the
    fair market value of such shares on the Effective Date (USD $0.75 per
    share), subject to any required regulatory approvals and conditions, and an
    additional 500,000 shares considered part of the Secondary Pool as set forth
    in Schedule "B" to this Agreement. The first pool of options will vest on
    the following dates:

        
	 	 
	 	(a)	
        125,000 options, on the Effective Date;

        
	 	 	 	 
	 	(b)	
        125,000 options, on the first anniversary (12 months)
        following the Effective Date;

        
	 	 	 	 
	 	(c)	
        125,000 options, on the second anniversary (24 months)
        following the Effective date;

        
	 	 	 	 
	 	(d)	
        125,000 options, 30 months following the Effective Date.

    
	 	 
	 	
    In the event that this Agreement is terminated in circumstances that
    would entitle the executive to receive the Severance Payment provided for in
    Article 6.1 herein, then any options that would have vested during the
    twelve (12) month period over which the Severance Payment is calculated
    shall vest as at the date of termination. Accelerated vesting may also occur
    in the event of a change of control, as provided for in Article 7.3.
    Otherwise, the vesting dates provided in this Article shall not be
    accelerated for any other purpose.

    
	 	 
	3.5	
    Benefits - During the term hereof, the
    Executive shall be entitled to participate in any and all benefit plans and
    programs from time to time in effect for executives of the Company
    generally. Such participation shall be subject to the terms of the
    applicable plans and programs, including but not limited to policies of
    insurance, and generally applicable. 

        




-5-

	 	The Company may alter, modify, add
    or delete its employee benefit plans and programs at any time as it, in its
    sole judgment, determines to be appropriate. In addition, the Company shall
    purchase for the Executive the following additional insurance:
	 	 	 
	 	(a)	
        Term life insurance in the amount of USD
        $1,000,000; 50% payable to such beneficiaries as the Executive chooses;
        50% payable to the Company; and provided the premium does not exceed US
        $2,000 per annum.

        
	 	 	 	 
	 	(b)	
        To the extent that the Executive and his family are not
        covered by the Canadian federal health care system, comprehensive
        medical and dental insurance for the Executive and the members of his
        immediate family (through the continued payment of Executive's COBRA
        premiums and the subsequent purchase of a separate health plan) subject
        to the premiums not to be in excess of US$900 per month, any overage
        will be paid by the employee.

        
				
	 	(c)	
        The Company shall provide to the Executive short- and
        long-term disability insurance coverage, subject to the premium not to
        be in excess of US$5,000 per annum, any overage to be paid by the
        employee.

    
	 	 
	3.6	
    Vacation - The Executive shall be entitled to an annual
    vacation of four (4) weeks (based on the anniversary date of this Agreement)
    to be taken at such times and intervals as shall be determined by the
    Executive subject to the reasonable direction of the Company and on
    reasonable advance notice to the Company. The Executive acknowledges that
    the said annual vacation must be taken annually and that any unused vacation
    shall not be carried over, year to year and shall be deemed to have expired
    or forfeited without additional compensation unless provided otherwise in
    writing by the Company in its full and absolute discretion.

    
	 	 
	3.7	
    Business Expenses - The Company shall
    pay or reimburse the Executive for all reasonable and necessary business
    expenses incurred or paid by the Executive in the performance of his duties
    and responsibilities hereunder, upon the Executive providing such reasonable
    substantiation, invoices or documentation as may be specified by the 

    




-6-

	 	Company from time to time. Reimbursement shall
    include but not be limited to reasonable expenses of travel between
    Wakefield, Massachusetts and Hamilton, Ontario as necessary at the
    Executive's discretion, and a U.S. home office expense reimbursement of USD $250.00 per month.
	 	 
	4.	
    EXTRAORDINARY COMPENSATION

	 	 
	4.1	
    The Company will pay for or reimburse the Executive for
    reasonable and suitable housing or accommodation near the Company's offices
    in Oakville, Ontario, specifically the Holiday Inn at Bronte Ave/Oakville,
    where the Executive is currently housed, including meals, telephone, and dry
    cleaning expenses. Excluded from any coverage under this paragraph are any
    entertainment related charges wherein the Executive is not conducting
    business on behalf of the Company.



    
	 	 
	4.2	
    The Company agrees to pay for or reimburse the Executive for
    business travel via Executive/Business class airfare during any period
    designated by the Executive's physician as medically necessary.

    
	 	 
	4.3	
    The Company will pay for or reimburse the Executive for any
    necessary expenses associated with the rental or lease of a full-sized
    automobile during periods in which the Executive carries out his duties in
    Canada, to a maximum amount of $600 (Cdn) per month, plus applicable
    gasoline, insurance, and maintenance expenses.

    
	 	 
	5.	
    TERMINATION BY COMPANY FOR JUST CAUSE AND
    WITHOUT NOTICE

	 	 
	 	
    Notwithstanding anything contained in this Agreement, the employment of
    the Executive under this Agreement may be terminated for just cause without
    notice or compensation on any of the following grounds:

    
	 	 
	5.1	
    The Executive's death while employed under this Agreement;

    
	 	 
	5.2	
    A determination by the Company that the
    Executive is disabled, defined as a failure by or inability of the Executive
    to adequately perform his employment duties hereunder on a full-time basis
    (which is agreed by both parties to be an occupational requirement) for a 

    




-7-

	 	consecutive period of two (2)
    months, or that the Executive has failed to perform his duties hereunder for
    more than three (3) months in any twelve (12) month period in the current
    term, or in any negotiated extension thereof, by reason of illness or other
    physical or mental incapacity. The Executive agrees to attend such medical
    examinations as the Company may reasonably require for the purposes of this
    provision provided the Company agrees to pay all costs associated therewith.
    Both parties acknowledge that the Executive has an existing medical
    condition which, while not expected to inhibit the performance of his
    duties, may do so, in which case the Company is entitled to act as
    reasonably necessary in order to ensure its operations are suitably
    organized and carried out;
	 	 
	5.3	
    The Executive's default or misconduct in the proper discharge
    of the Executive's duties or any breach or non-observance by the Executive
    of any provision of this Agreement;

    
	 	 
	5.4	
    The Executive engaging in any criminal act or act of
    dishonesty respecting the property or reputation of the Company;

    
	 	 
	5.5	
    Addiction to or excessive use of alcohol or illegal drugs on
    the part of the Executive;

    
	 	 
	5.6	
    The Executive having absented himself from his duties of
    employment without leave of the Company.

    
	 	 
	6.	
    TERMINATION BY COMPANY WITHOUT CAUSE

	 	 
	6.1	
    The Company may at its discretion terminate the employment of
    the Executive at any time without cause, in which event the Executive shall
    be entitled to receive the following:



        
	 	 
	 	(a)	
        A lump sum Severance Payment equivalent to the Executive's
        base salary and the value of all benefits and bonuses that the Executive
        would otherwise have received over a period of time that is the lesser
        of:



            
	 	 
	 	 	(i)	
            the period of time then remaining to
            the expiry of the then term of this Agreement; or

            




-8-

	 	 	(ii)	
            A period of twelve (12) months from the
            date of termination.



        
	 	 	 	 
	 	(b)	
        Any options that would have vested during the twelve (12)
        month period over which the Severance Payment s calculated shall vest as
        at the date of termination. All unvested stock options granted herein
        shall immediately vest and become exercisable for the remaining term of
        such options, except for those options that may not have been earned
        noted herein as the secondary option pool.



    
	 	 
	6.2	
    For the purpose of Article 6.1(a), the bonus element of the
    Severance Payment shall be calculated on a pro rata basis and based on the
    bonus payments paid to the Executive during the twelve (12) months prior to
    the date he is provided with notice of termination.

    
	 	 
	7.	
    TERMINATION BY EXECUTIVE

	 	 
	7.1	
    
     Written Notice - The Executive may terminate this
    Agreement for any reason other than valid cause (as set forth below) at any
    time upon the provision of ninety (90) days advance written notice to the
    Company. In this event the Executive shall not be entitled to any
    termination pay or compensation, including the Severance Payment, but will
    be entitled to continue receiving his base salary and benefit entitlements
    to the date of such termination. If the Executive terminates this Agreement
    pursuant to this Article 7.1, then the Company shall have the option of
    terminating the Executive's employment at any time within the said ninety
    (90) notice period, in which case its sole obligation will be to forthwith
    pay an amount equivalent to the base salary that the Executive would have
    received through to the end of the said ninety (90) day notice period.

    
	 	 
	7.2	
    Valid Cause - The Executive may terminate this
    Agreement for valid cause, upon reasonable advance written notice to the
    Company setting forth in reasonable detail the nature of such valid cause.
    The following shall constitute valid cause for termination by the Executive:
    (i) material diminution in the nature or scope of the Executive's
    responsibilities, duties or authority; provided, however, that any
    diminution of the business of the Company, shall not constitute valid cause;
    (ii) material failure of the Company to provide the Executive the
    compensation and benefits in accordance with the terms of this Agreement;
    (iii) the Company requires the Executive to relocate his primary 

    




-9-

	 	residence to Canada. If the
    Executive is entitled to and does terminate this Agreement pursuant to this
    provisions, then the Executive shall be entitled to be paid the Severance
    Payment described in Article 6.1 herein forthwith upon termination.
	 	 
	7.3	
    Change of Control - In the event that the Executive's
    employment with the Company terminates following a Change of Control (as
    defined below), the Executive shall, within a period of thirty (30) days
    following the Change of Control, be entitled to terminate this Agreement
    upon thirty (30) days advance written notice and at the expiry of that
    notice shall be entitled to receive the Severance Payment provided for in
    Article 6.1 herein. For the purposes of this Article 7.3, a Change of
    Control shall be defined as follows:



        
	 	 
	 	(a)	
        the sale or disposition by each of Zi Corporation and
        Lancer Group of 75% or more of their respective existing share ownership
        positions in the Company, which, presently, are that Zi Corporation owns
        45% and Lancer Group owns or controls 45% of the issued shares of the
        Company; or

        
	 	 	 	 
	 	(b)	
        the sale of all or substantially all of the assets or
        capital stock of the Company, the merger or consolidation of the Company
        in which less than a majority of the voting power of the then
        outstanding securities immediately after the merger is held by persons
        who were stockholders of the Company immediately prior to the merger, or
        another event or transaction having substantially the same economic
        effect; or



    
	 	 
	8.	
    NO CONFLICT

	 	 
	8.1	
    Executive represents and warrants that his employment by the
    Company will not conflict with and will not be constrained by any prior or
    current employment, consulting agreement or relationship, whether oral or
    written. Executive represents and warrants that he does not possess
    confidential information arising out of any such employment, consulting
    agreement or relationship which, in his best judgment, would be utilized in
    connection with his employment by the Company.

    




-10-

	9.	
    NON-COMPETITION

	 	 
	9.1	
    During the course of this Agreement and for a period of one
    (1) year from the termination of this Agreement, howsoever effected
    (including but not limited to termination by the Executive or without cause
    termination by the Company or the natural expiry of the term):



        
	 	 
	 	


        
        (a) 	
        The Executive shall not, directly or indirectly, engage or
        invest in, own, manage, operate, finance, control, or participate in the
        ownership, management, operation, financing, or control of, be employed
        by, associated with, or in any manner connected with, lend his name or
        any similar name to, lend his credit to, or render services or advice
        to, any business whose services or activities compete in whole or in
        part with the activities of the Company anywhere within Canada or the
        United States or elsewhere throughout the world where, as of the date of
        termination, the Company provides or sells its services or conducts its
        business activities, has sold such services or has conducted such
        business activities, or intends to sell such services or conduct such
        business activities; provided, however, the Executive may purchase or
        otherwise acquire up to (but not more than) two percent of any class of
        securities of any enterprise (but without otherwise participating in the
        activities of such enterprise) if such securities are listed on any
        national or regional securities exchange. The Executive agrees that this
        covenant is reasonable with respect to its duration, geographical area,
        and scope.

        
	 	 	 	 
	 	
        
        
        (b) 



            	The Executive shall not, directly or indirectly, for
        himself or any other person or company,
	 	 	 	 
	 	
             

            	


            
            (i) 	induce or attempt to induce any employee of the
            Company to leave the employ of the Company,
	 	 	 	 
	 	
             

            	
            
            (ii)	
            
             in any way interfere with the relationship between
            the Company and any employee thereof,




-11-

	 	 	 	 
	 	
            
            
             

            	
            
            (iii)	employ, or otherwise engage as an employee,
            independent contractor, or otherwise, any employee of the Company,
            or
	 	 	 	 
	 	
            
            
             .



        	
            
            (iv)	induce or attempt to induce any customer,
    supplier, licensee, or business relation of the Company to cease doing
    business with the Company, or in any way interfere with the relationship
    between any customer, supplier, licensee, or business relation of the
    Company
	 	 	 	 
	 	
        


        
        (c) 

        	The Executive shall not, directly or indirectly, for
        himself or any other person or company, solicit the business of any
        person or company known to the Executive to be a customer or potential
        customer of the Company, whether or not the Executive had personal
        contact with such person or company, with respect to services or other
        business activities which compete in whole or in part with the services
        or other business activities of the Company; and
	 	 	 	 
	 	
        
        
        (d) 



    	Neither the Company nor the Executive shall, at any time
        during or after the term of this Agreement, disparage the Executive or
        the Company, its directors, affiliates, officers, employees, or agents.
	 	 
	10.	
    CONFIDENTIALITY

	 	 
	10.1	
    During the term of this Agreement and at all
    times thereafter, Executive will keep confidential and will not at any time
    use, for his own or another's advantage or disclose to any person or company
    any trade secrets, business methods or confidential information concerning
    the business, proprietary information, financial status or affairs of the
    Company, including but not limited to the Company's products, processes and
    services, including research and development, compilations or information,
    records and specifications, management information systems, techniques,
    computer programs and methods of designing such programs, documentation of
    computer programs and methods, manuals, technical data including software
    source codes, customer and prospect lists, supplier lists, license terms,
    pricing information, cost data, new products, sale strategies, policies,
    scripts, literature, audiovisual materials or business plans, in any media
    or dorm 



        




-12-

	 	whatsoever which may have come to
    Executive's knowledge during the fulfillment of his obligations hereunder;
    provided however, this restriction shall not prevent:
	 	


        
        (a) 	any disclosure or use authorized by the Board or other
        Officer of the Company, required by law, or made to enable the Executive
        to perform his duties hereunder;
	 	 
	 	
        
        (b)	the use of the Executive's personal skills in any business
        in which he may be lawfully engaged after termination of this Agreement;
        or
	 	 
	 	
        
        (c)	the use of Confidential Information that is in or comes
        into the public domain in any way without Executive's breach of this
        Agreement.
	 	 
	10.2	
    In the event the Executive's employment with the Company
    terminates for any reason whatsoever, the Executive agrees to promptly
    surrender and deliver or the Company all records, materials, equipment,
    drawings, computer disks, documents and data which he may obtain or produce
    during the course of his employment, and he will not take with him any
    description containing or pertaining to any confidential information,
    knowledge or data of the Company which the Executive may produce or obtain
    during the course of his employment. However, the Company agrees that the
    Executive may retain the use and title of his existing computer, printer,
    accessories, and cell phone reassignment.

    
	 	 
	11.	
    INTERPRETATION

	 	 
	11.1	
    It is the intent of the parties that in case
    any one or more of the provisions contained in this Agreement shall, for any
    reason, be held to be invalid, illegal or unenforceable in any respect, such
    invalidity, illegality or unenforceability shall not affect the other
    provisions of this Agreement, and this Agreement shall be construed as if
    such invalid, illegal or unenforceable provision had never been contained
    herein. Moreover, it is the intent of the parties that if any one or more of
    the provisions contained in this Agreement is or becomes or is deemed
    invalid, illegal or unenforceable or in case any shall for any reason be
    held to be excessively broad as to durations, geographical scope, activity
    or subject, such provisions shall be construed by amending, limited and/or
    reducing it to conform to applicable laws so as to be valid and enforceable
    or, if it cannot be so amended without 

    




-13-

	 	materially altering the intention of
    the parties, it shall be stricken and the remainder of this Agreement shall
    remain in full force and effect.
	 	 
	12.	
    COMPLETE AGREEMENT; AMENDMENTS

	 	 
	12.1	
    The foregoing is the entire agreement of the parties with
    respect to the subject matter thereof, superseding any previous oral or
    written communications, representations, understandings or agreements with
    the Company or any officer or representative thereof, including any matters
    arising from the Executive's existing consultant position with the Company.
    This Agreement may be amended or modified only by a written instrument
    signed by the parties hereto.

    
	 	 
	13.	
    ARBITRATION; GOVERNING LAW

	 	 
	13.1	
    The parties agree that this Agreement shall be interpreted in
    accordance with and governed by the Laws of the Province of Ontario. The
    parties further agree that any dispute arising out of this Agreement may be
    decided by binding arbitration should the parties mutually agree, upon such
    terms and parameters in respect of which the parties mutually agree.
    Otherwise, the parties hereby irrevocably and exclusively attom to the
    jurisdiction of the courts of the Province of Ontario with respect to the
    enforcement of any provisions of this Agreement and irrevocably agree that
    the venue for any action pursuant to the Agreement shall be exclusively the
    courts of Ontario.

    
	 	 
	13.2	
    To the extent permitted by applicable law, each party hereby
    waives and agrees not to assert, by way of motion, as a defence or otherwise
    in any such action, any claim:



        
	 	 
	 	(a)	that it is not subject to the jurisdiction of the
        above-named courts;
	 	 	 
	 	 
	 	(b)	that the action is brought in an inconvenient forum;
	 	 
	 	(c)	that it is immune from any legal process with respect to
        itself or its property;
	 	 
	 	(d)	the venue of the suit, action or proceeding is improper;
        or




-14-

	 	(e)	that this Agreement or the subject matter hereof matter
        may not be enforced in or by such courts.
	 	 
	14.	
    REMEDIES

	 	 
	14.1	
    If the Executive breaches the covenants set forth in Article
    8, 9, or 10 of this Agreement, then the Company shall be entitled to the
    following remedies:



        
	 	 
	 	(a)	Damages from the Executive;
	 	 
	 	(b)	To set off against any and all amounts owing to the
        Executive under this Agreement;
	 	 
	 	(c)	
        
         In addition to its right to damages and any other rights
        it may have, to obtain injunctive or other equitable relief (including
        preliminary, interim, and permanent injunctive relief) to restrain any
        breach or threatened breach or otherwise to specifically enforce the
        provisions of Articles 8, 9 or 10 of this Agreement, it being agreed
        that money damages alone would be inadequate to compensate the Company
        and would be an inadequate remedy for such breach; and
	 	 
	 	(d)	The rights and remedies of the parties to this Agreement
        are cumulative and not alternative.
	 	 
	14.2	
    If the Company breaches any of the covenants contained
    herein, and the Executive ultimately prevails in arbitration in whole or in
    part, then the Company agrees that it will pay the Executive's reasonable
    attorneys' fees incurred in enforcing the Agreement.

    
	 	 
	15.	
    NOTICES

	 	 
	15.1	
    Any notice required or permitted to be given under this
    Agreement shall be sufficient if in writing and either delivered personally
    or sent to by registered mail to the Executive's residence in the case of
    the Executive or to the Chairman of the Board at the current address of the
    Company in the case of the Company. For greater certainty the current
    address of the Executive is:



        




-15-

	 	 
	 	


        18 Heritage Lane

        Wakefield, Massachusetts 01880

        U.S.A.



    
	 	 
	15.2	
    In the event that the Executive changes his residence
    address, he shall so notify the Company in writing.



    







	 	 	 
	ROBERT GOODARD	 	WITNESS
	 	 	 
	 	 	 
	 	 	MAGIC LANTERN GROUP INC.
	 	 	 
	 	 	Per:	 




SCHEDULE "A"


For the period November 3, 2003 - October 31, 2004, the bonus for which the
Executive is eligible shall be based upon the achievement by the Company of 
both revenue and profit milestones, in each case calculated employing
Generally Accepted Accounting Principles as determined by the auditors of the
Company and as approved by the Board of Directors of the Company:

	
    Revenue
	
    Profit
	
    Bonus

    (Percentage of Base Salary)

    
	
    $7.5 million (Cdn)
	
    5.0%
	
    25%

	
    $10.0 million (Cdn)
	
    5.0%
	
    50%

	
    $15.0 million (Cdn)
	
    5.0%
	
    75%

	
    $20.0 million (Cdn)
	
    5.0%
	
    100%






SCHEDULE "B"


Secondary Option Pool


The Company agrees to grant the Executive options to acquire an additional
500,000 shares of the common stock of the Company at an exercise price equal to
the fair market value of such shares on the Effective Date (USD $0.75 per
share), subject to any required regulatory approvals and conditions. This
Secondary Pool of options will vest immediately after the occurrence of all of
the following:





        
                1.     When the Company's annual revenues equal or exceed (Cdn)
        $30,000,000.00;

        
                2.     When the Company's EBITDA equals 15%; and

        
                3.     When the Company's market capitalization equals or exceeds
        (Cdn) $200,000,000.00.