Magic Lantern Group Inc Watch

from 8-K ~5 pages National Financial Communications Corp. Consulting Agreement

from 8-K 9 pages Magic Lantern Group, Inc. Common Stock Purchase Warrant

from 8-K 8 pages Registration Rights Agreement This Registration Rights Agreement, Made as of January 4, 2005, by and Between Magic Lantern Group, Inc., a New York Corporation (The "Company"), and the Person Whose Name Appears on the Signature Page Attached Hereto (The "Holder”) Issued in the Private Placement Offering. Whereas, Each Unit Shall Consist Of: (I) 100,000 Shares (The “Shares”) of the Company’s Common Stock, $.01 Par Value Per Share (The “Common Stock”) and (II) Five-Year Warrants (The “Warrants”) to Purchase 50,000 Shares of Common Stock (The “Warrant Shares”) at an Exercise Price of $0.40 Per Share; Whereas, Pursuant to the Terms of and in Order to Induce the Holder to Enter Into a Certain Subscription Agreement Dated the Date Hereof Between the Company and the Holders (The "Subscription Agreement") to Purchase the Units, the Company and the Holder Have Agreed to Enter Into This Agreement; and Whereas, It Is Intended by the Company and the Holder That This Agreement Shall Become Effective Immediately Upon the Acquisition by the Holder of the Units; Now, Therefore, in Consideration of the Premises and the Mutual Covenants Contained Herein, the Company Hereby Agrees as Follows: 1. Mandatory Registration

from 8-K 24 pages Magic Lantern Group, Inc. Subscription Agreement

from 10-K/A 17 pages Employment Agreement

from 10-K/A 6 pages Promissory Note

from 10-K/A ~20 pages Asset Purchase Agreement

from 10-K/A 17 pages Employment Agreement

from 8-K ~10 pages Stock Pledge Agreement

from 8-K ~10 pages Subsidiary Guaranty

from 8-K ~5 pages Magic Lantern Group, Inc. and Certain of Its Subsidiaries Master Security Agreement

from 8-K ~10 pages Registration Rights Agreement

from 8-K ~10 pages Right to Purchase Up to 1,100,000 Shares of Common Stock of Magic Lantern Group, Inc. (Subject to Adjustment as Provided Herein) Common Stock Purchase Warrant

from 8-K ~5 pages Secured Convertible Term Note

from 8-K ~20 pages Magic Lantern Group, Inc. Securities Purchase Agreement April 28, 2004

from 10-K 6 pages Promissory Note

from 10-K ~20 pages Asset Purchase Agreement

from 8-K 17 pages Asset Purchase Agreement

from S-3/A ~10 pages Registration Rights Agreement

from SC 13D 1 page Background