Exhibit 10.7

ASSET PURCHASE AGREEMENT

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

BACKGROUND

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

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

                       C.         The Seller desires to sell to the Buyerand the Buyer desires to purchase from the Seller the properties, assets and undertakingof the Business as a going concern, all on the terms and conditions set forth in thisAgreement.

AGREEMENT

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

ARTICLE 1PURCHASE AND SALE
                       1.1 Purchase/Sale Of Assets. At the Closing (as defined in Section 2.1) andsubject to all other terms and conditions of this Agreement, the Buyer shall purchase andthe 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 andother 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"). Withoutlimiting 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 theinventory of the Business (the "Inventory") to be identified by the Buyer on Schedule1.1(a) 2 days prior to the Closing Date, with the understanding that the Buyer intendsto 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 theBusiness;

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                                   (d) the telephone numbers 604-324-4191 and 800-667-1500 and the facsimile number604-324-4855, and all domain names, electronic mail addresses or other similar propertyassociated 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, andall 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 ofthe Buyer to represent itself as carrying on the Business in continuation of and insuccession to the Seller and the right to use the name "Image Media, Inc.", or anyderivation or variation thereof.

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

                                    (a) $50,000 by a certified or bank check to the orderof 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 wiretransfer of funds to an account designated by the Seller on the Closing Date upon theappropriate undertakings.

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

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

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

                        1.4 Work in Progress. 7 days prior to theClosing 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 andsupplier invoices to (y) all outstanding work orders and customer receivables, and Buyeragrees 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 theCut-Off Date shall be the liabilities and receivables of Seller, and any liabilities orreceivables incurred by Seller after the Cut-Off Date shall be the liabilities andreceivables of the Buyer.

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                        1.5 Payment of Commission. In connection withthe consummation of the transactions contemplated by this Agreement Seller shall pay acommission 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'spurchase of the Subject Assets. The Buyer and the Seller shall cooperate in a timelymanner to make all filings, returns, reports and forms as may be required to comply withthe provisions of applicable law in connection with the payment of any such sales and usetaxes.
**ARTICLE 2CLOSING
                        2.1 Closing.The Buyer's purchase of the Subject Assets and the other transactions contemplated by thisAgreement (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 thefollowing closing documents (the "Closing Documents"):

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

                                                    (ii) possession of the Subject Assets; 

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

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

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

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

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

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

                                                   (iv) such other documents and ancillary agreements ascontemplated in this Agreement or as the Seller may otherwise reasonably require.
**ARTICLE 3REPRESENTATIONS 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 covenantthat from the date hereof until the Closing Date, that they will not perform any act orpermit any action to be taken or condition to exist which would make any of the followingrepresentations and warranties untrue in any respect, and confirm that the Buyer isrelying upon the accuracy of each such representation and warranty in connection with thepurchase of the Subject Assets as a going concern and completion of the transactionscontemplated hereby:

                                    (a) Authority Relative to Agreement. Theexecution, delivery and performance of this Agreement and all other agreements andinstruments contemplated in this Agreement (collectively, the "Ancillary Agreements") bythe Seller and consummation by the Seller of the transactions contemplated hereby andthereby have been duly and effectively authorized by all necessary action on the part ofthe Seller, and this Agreement constitutes, and each Ancillary Agreement when executedwill constitute legal, valid and binding obligations of the Seller, enforceable againstthe Seller in accordance with its respective terms (subject to bankruptcy and similar lawsaffecting creditors' rights and principles of equity).

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

                                    (c) No Commissions. Except than as set forthin 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 orintermediary in connection with the origin, negotiation, execution or consummation of thetransactions provided for in this Agreement.
**ARTICLE 4REPRESENTATIONS AND WARRANTIES OF THE BUYER
                       4.1 The Buyer represents and warrants to the Seller as of the date hereof as follows andhereby covenants that from the date hereof until the Closing Date, that it will notperform any act or permit any action to be taken or condition to exist which would makeany of the following representations and warranties untrue in any respect, and confirmthat the Seller is relying upon the accuracy of each such representation and warranty inconnection with the 

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

                                    (a) Authority Relative to Agreement. Theexecution, delivery and performance of this Agreement and any ancillary agreements by theBuyer and consummation by it of the transactions contemplated hereby and thereby have beenduly and effectively authorized by all necessary corporate action, and this Agreementconstitutes, and each ancillary agreement when executed will constitute, a legal, validand binding obligation of the Buyer enforceable against the Buyer, respectively inaccordance with its respective terms (subject to bankruptcy and similar laws affectingcreditors' rights and principles of equity).

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

                                    (c) General Representation. Neither thisAgreement nor any Ancillary Agreement, or other documents furnished by or on behalf of theBuyer in connection with this Agreement contains any untrue statement of a material factor omits to state any material fact necessary to make the statements contained herein ortherein not misleading in any material respect.
**ARTICLE 5CERTAIN 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 Businessin a manner consistent with preserving intact the Business organization, retaining theEmployees identified in Schedule 7.1 and preserving the value of the SubjectAssets, the Business and its goodwill with all suppliers, customers, employees and othershaving 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 theSeller contained in or referred to in this Agreement is or will become inaccurate in anymaterial respect, the Seller shall give immediate written notice thereof to the Buyer.
**ARTICLE 6CERTAIN COVENANTS OF THE BUYER
                        6.1 Consents of Others. Prior to theClosing, the Buyer shall use its best efforts to obtain all authorizations, consents andpermits of others required of it to permit it to consummate the transactions contemplatedby 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 Buyercontained in or referred to in this Agreement is or will become inaccurate, the Buyershall give immediate written notice thereof to the Seller.

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                        6.3 Conduct of Business Pending Closing. Fromthe date of this Agreement to the Closing Date the Buyer shall not incur any costs orliabilities outside the ordinary course of business.
**ARTICLE 7EMPLOYEES AND EMPLOYMENT MATTERS
                        7.1 Employment bythe Buyer. Upon the Closing, the Seller shall terminate each of the employees ofSeller and the Buyer shall offer employment to the employees of Seller who are listed onSchedule 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"). TheBuyer's offer of employment to the Employees shall be on terms which are substantially thesame as those terms upon which the Employees are currently employed by Seller. Nothingherein, expressed or implied, confers upon any Employee any rights or remedies of anynature 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 payall obligations and liabilities arising out of the Seller's employment of the Employeesprior to the Closing Date or the termination thereof by the Seller, including liabilityfor all claims, with respect to occurrences on or before the Closing Date (regardless ofwhen such claim is filed) arising out of labor or employment (which shall include accruedvacation and sick pay), pension contributions, worker's compensation, disability,unemployment insurance and related matters. The Seller shall not be liable for any suchemployment obligations with respect to the Buyer's employment of the Employees after theClosing Date, provided that any such obligations of the Buyer do not relate to any act oromission of the Seller which occurred prior to the Closing Date. 
**ARTICLE 8CERTAIN POST CLOSING COVENANTS
                        8.1 Collection of Accounts Receivable.The Buyer will remit to the Seller any payments that it receives for those AccountsReceivable of the Business that existed on the Closing Date, and will continue to makebest efforts to continue to collect Accounts Receivables.

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

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

                        8.4 No Competition.

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                              During the period beginning on the Closing Date and ending on June 30, 2006 (the"Restricted Period"), Seller, and any Affiliate of Seller shall not, directly orindirectly, 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 anyother capacity, engage in any business activity that is the same as, substantially similarto or otherwise competitive with the Business or with any business now conducted by Buyeror any Affiliate of Buyer within the Province of British Columbia, except that the Sellermay continue, without restriction, to conduct business within the Province of BritishColumbia in connection with its agreement in force as of the date of this Agreement underthe services agreement by and between Her Majesty the Queen In Right of the Province ofBritish Columbia as represented by the Minister of Education and Magic LanternCommunications Ltd. dated June 10, 2003 (the "BCLC Agreement") or pursuant to the terms ofany subsequent renewal of the BCLC Agreement.
**ARTICLE 9CONDITIONS TO CLOSING
                              The obligation of seller to consummate the transactions contemplated by thisagreement is subject to****the approval of a resolution by the board of directors ofseller, approving the transactions contemplated hereby, which shall be considered at theseller's board of directors meeting to be held on November 3, 2003.
**ARTICLE 10COVENANTS AND INDEMNIFICATION
                        10.1 Indemnification by the Seller. Subject to the terms and conditions of thisArticle 9, the Seller hereby agrees to, jointly and severally, defend, indemnify and holdharmless the Buyer's Indemnified Persons from and against all Losses directly orindirectly incurred by or sought to be imposed upon any of them:

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

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

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

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

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

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

                                    (b) resulting from or arisingout of any breach of any covenant or agreement made by the Buyer in or pursuant to thisAgreement or in connection with any agreement, document or instrument executed anddelivered 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 ofIndemnification Claims. If (i) a Third Party Action is broughtagainst any Indemnified Person that is subject to a right of indemnification under thisArticle 9 or (ii) any Indemnified Person hereto becomes aware of facts or circumstancesestablishing that such Indemnified Person has experienced or incurred Losses or willexperience or incur Losses subject to indemnification under this Article 9, then suchIndemnified Person shall give to the Indemnifying Person notice of such claim ("IndemnificationNotice") as soon as reasonably practicable but in no event more than thirty (30) daysafter the Indemnified Person has received notice of or obtains actual knowledge of suchclaims (provided that failure to give such notice shall not limit the IndemnifyingPerson's indemnification obligation hereunder except to the extent that the delay ingiving, or failure to give, the notice adversely affects the Indemnifying Person's abilityto defend against the claim). To the extent practicable, the Indemnification Notice willdescribe with reasonable specificity (A) the nature of and the basis for theindemnification claim, including any relevant supporting documentation, and (B) anestimate of all Losses associated therewith.

                                    (a) Defense of Third PartyActions.

                                                  (i) Upon receipt of a noticeof a Third Party Action subject to an Indemnification Notice under this Section 9.3, theIndemnifying Person shall have the right, at its option and at its own expense, toparticipate in and be present at the defense of such Third Party Action, but not tocontrol the defense, negotiation or settlement thereof, which control shall remain withthe Indemnified Person, unless the Indemnifying Person makes the election provided inparagraph (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 andsettlement thereof, with counsel reasonably satisfactory to the Indemnified Person;provided, however, that its right to assume such control shall be subject to theIndemnifying Person agreeing in writing (A) to promptly indemnify the Indemnified Personfor its expenses to date, (B) that any Losses arising out of the Third Party Actionconstitute a claim that is subject to indemnification under this Agreement ; and (C) tohold the Indemnified Person harmless from and against any and all Losses caused by orarising out of any settlement of the Third Party Action approved by the IndemnifyingPerson or any judgment in connection with 

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

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

                                                   (iv) If the IndemnifyingPerson 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 expensesincurred 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 theexpense arises from a Loss that is subject to indemnification under this Agreement.

                                                   (v) Any Person who has notassumed control of the defense of any Third Party Action shall have the duty to cooperatewith the party which assumed such defense.

                        10.4 Payment of Indemnification. Payment of any amount dueunder this Article 11 shall be made within 30 days after payment is due.**ARTICLE 11**MISCELLANEOUS**
                        11.1 Definitions. All capitalizedterms used in this Agreement and not heretofore defined shall have the meanings set forthbelow.

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

                                    (b) "Buyer's IndemnifiedPersons" means the Buyer, its directors, officers, employees, stockholders, agents andRepresentatives.

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

                                    (d) "Employee Contract" means any written ororal contract, agreement, arrangement, policy, program, plan or practice (exclusive of anysuch 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, insurancecoverage (including any self-insured arrangements), medical-surgical-hospital or otherhealth benefits, workers' compensation, disability benefits, supplemental employmentbenefits, vacation benefits and other forms of paid or unpaid leave, retirement benefits,tuition reimbursement, deferred compensation, savings or bonus plans, profit-sharing,stock options, stock appreciation rights, or other forms of incentive compensation  

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orpost-retirement compensation or benefit, employment guarantee or security, or limitationon right to discipline or discharge, which (i) is not a Welfare Plan, (ii) has beenentered into or maintained by Seller, (iii) covers any one or more current or formerdirector, officer, employee or consultant of Seller and (iv) under which any obligationsremain 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 Personentitled to be indemnified under Article 9.

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

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

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

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

                                    (k) "Seller's Indemnified Persons" means theSeller, 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, orProceeding, by a third party against an Indemnified Person withrespect to which it is reasonably foreseeable that an Indemnified Person would be entitledto indemnification under this Article 9.

                        11.2 Entire Agreement. This Agreement,together with all schedules, exhibits and Ancillary Agreements, constitutes the entireAgreement 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 beliable or bound to the other in any manner by any warranties, representations, covenantsor agreements except as specifically set forth herein or expressly required to be made ordelivered pursuant hereto.

                        11.3 Modifications. Any amendment, change ormodification of this Agreement shall be void unless in writing and signed by all partieshereto.

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                        11.4 Further Assurance. From time to timeafter the Closing Date, the Seller will execute all such instruments and take all suchactions as the Buyer shall reasonably request in order more effectively to convey andtransfer 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 partysuch other instruments as may be reasonably required in connection with the performance ofthis Agreement and each shall take all further actions as may be reasonably required tocarry out the transactions contemplated by this Agreement.

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

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

                        11.7 Knowledge or Belief. The knowledge of anyofficer of the Seller or the Buyer shall be deemed to be knowledge of the Seller or theBuyer.

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

                                    (a) To the Seller:

With a copy to:                Hodgson Russ LLP                150 King Street West, Suite 2309                P.O. Box 30                Toronto, Ontario M5H 1J9                Attention: Richard B. Raymer, Esq.                Facsimile: (416) 595-5021

                                    (b) To the Buyer:

Brett Robinson                5351 Ludlow Road                Richmond, British Columbia V7C 2Z1

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With a copy to:                Morley A. Levitt, Esq.                120-11181 Voyageur Way                Richmond, British Columbia V6X 3N9                Facsimile: (604) 270-4588

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

                        11.9 Headings. The headings in this Agreementare for purposes of reference only and shall not limit or otherwise affect the meaningshereof.

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

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

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

                        11.13 Counterparts. This Agreement may beexecuted in counterparts and by electronic facsimile transmission, each of which shall bedeemed 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 thisAgreement has duly executed this Agreement as of the date above first written.
 **MAGIC LANTERN, INC.**
 

By: /s/Robert A. Goddard_____
Name: Robert A. Goddard

Title: President and Chief Executive Officer and Acting Chief FinancialOfficer
**BRETT ROBINSON**
 

/s/ Brett Robinson_________ 
 
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**Schedules**
Schedule 1.1(a) - Tangible Personal Property and InventorySchedule 1.1(e) - Intellectual PropertySchedule 7.1 - Conduct of Business

 
**Schedule 1.1(a)****QTY**Description**Make**Model**Ser #
1Ampex
TBC 2
5001590
1Ampex
TBC 1990558
1Sony
BVW7516574
1Sony
BVW1012124
1Ampex
VPR14580510
1
Video    SwitcherGrass Valley Model
11022206
1
8 Channel    Audio MixerSony
11XP21021184
1
Video    Recorder 3⁄4"Sony
V0585020687
1
Video    Recorder 3⁄4"Sony
V0585031364
1
Video    Recorder 3⁄4"Sony
V0585020406
1
Video    Recorder 3⁄4"Sony
V0585021044
1
Video    Recorder 3⁄4"Sony
V0585020828
1
Video    Recorder 3⁄4"Sony
V05800
20082
1
Video    Recorder 3⁄4"Sony
V05800
20443
1
Video    Recorder 3⁄4"Sony
V05800
20416
1
Video    Recorder 3⁄4"Sony
V05800
20519
1
Video    Recorder 3⁄4"Sony
V05800
20228
1
Colour    Monitor
Sony
PVM 1340
2002993
1
Colour    Monitor
Sony
PVM 1340
2005177
1
Colour    Monitor
Sony
PVM 1340
2002224
1
Colour    Monitor
Sony
PVM 1340
2002221
1
Colour    Monitor
Sony
PVM 1340
2002258
1
Colour    Monitor
Sony
PVM 1340
2002747
1
Colour    Monitor
Sony
PVM 1340
2005149
1
Colour    Monitor
Sony
PVM 1340
2002959
1
Colour    Monitor
Sony
PVM 1340
2002751
1
Colour    Monitor
Sony
PVM 1340
2015121
1
Pulse    Generator
Leitch
5PG 102 N
301751
1
Test    Generator
Leitch
CTG 210N
73063
1
Pulse    Generator
Tectronix
2146
B040390
1
Osciloscope
Tectronix
675
B250732
1
Test    Generator
Tectronix
1410
n/a
1
WaveForm    Monitor
Tectronix
529
15350
1
Vectroscope
Tectronix
520A
B394548
1
Distortion    Analyzer
HP
334
140A-04191
1
Test    Oscilator
HP
5654A
0951A01313
1
Switcher
Image Video
10x a/v
14721
1
Switcher
Image Video
10x a/v
14719
1
Switcher
Image Video
10x a/v
14720
1
Switcher
Image Video
10x a/v
14721
9
Switcher
Image Video
10x a/v
n/a
1
VHS    Duplicator
JVC
BR7000
6548000
1
VHS    Duplicator
JVC
BR7000
7117047
1
VHS    Duplicator
JVC
BR7000
15312086
1
VHS    Duplicator
JVC
BR7000
15312088
- 2 -

1
VHS    Duplicator
JVC
BR7000
16913091
1
VHS    Duplicator
JVC
BR7000
14118102
1
VHS    Duplicator
JVC
BR7000
7214181
1
VHS    Duplicator
JVC
BR7000
6518194
1
VHS    Duplicator
JVC
BR7000
16913213
1
VHS    Duplicator
JVC
BR7000
16913230
1
VHS    Duplicator
JVC
BR7000
16913307
1
VHS    Duplicator
JVC
BR7000
6408309
1
VHS    Duplicator
JVC
BR7000
16913312
1
VHS    Duplicator
JVC
BR7000
16913349
1
VHS    Duplicator
JVC
BR7000
15312375
1
VHS    Duplicator
JVC
BR7000
15312384
1
VHS    Duplicator
JVC
BR7000
15312385
1
VHS    Duplicator
JVC
BR7000
16015386
1
VHS    Duplicator
JVC
BR7000
14118341
1
VHS    Duplicator
JVC
BR7000
8518601
1
    Distribution Amplifier
Panasonic
DA100
A0A0253D1
1
    Distribution Amplifier
Panasonic
DA100
G5A9167D1
1
    Distribution Amplifier
Panasonic
DA100
J5A9374D1
1
Monitor    Switcher
Panasonic
SW 100 A/V
G7A 0065D1
1
Monitor    Switcher
Panasonic
SW 100 A/V
F0A2243D1
1******************************