Exhibit 10.1




Exhibit 10.1



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;




                        (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. Seven (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.




                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;
	 	 	 
	 	
    
                    
                    (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 1.1(a), 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
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.


                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. 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


                9.1     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 10, 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, 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 10, from and after the Closing Date,
the Buyer agrees, to defend, indemnify and hold 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 10 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 10, 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 10.3, 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 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 10 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 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 10.


                        (g)
    "Indemnifying Person" means any
Person obligated to indemnify another Person under Article 10.


                        (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 10, 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 11.


            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.


            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

                                    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: 


Name: 

Title: 

    	 /s/Robert A. Goddard 


    Robert A. Goddard

    President and Chief Executive Officer and Acting Chief Financial Officer
	 	



BRETT ROBINSON

    
	 	


/s/ Brett Robinson

    

    
	 	


    





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

	
    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

	
    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

	
    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			







 


Schedule 7.1





  
	
    EMPLOYEE NAME

	
    Colin Logan

	
    Voya Fortula

	
    Daryl Thompson