0001167687-03-000002 Sample Contracts

Contract
Magic Media Networks Inc • February 13th, 2003 • Services-business services, nec • California

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND IS BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH OTHER LAWS.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2003 • Magic Media Networks Inc • Services-business services, nec • California

Registration Rights Agreement dated as of September ___, 2002 (this “Agreement”) by and between Magic Media Networks, Inc., a Delaware corporation, with principal executive offices located at 530 N. Federal Highway, Fort Lauderdale, Florida 33301 (the “Company”), and La Jolla Cove Investors, Inc. (the “Initial Investor”).

WARRANT TO PURCHASE COMMON STOCK (CONVERSION WARRANTS)
Purchase Common Stock • February 13th, 2003 • Magic Media Networks Inc • Services-business services, nec • California

THIS WARRANT TO PURCHASE COMMON STOCK is being issued pursuant to that certain Securities Purchase Agreement dated as of the date hereof (the “Purchase Agreement”) between Magic Media Networks, Inc., a Delaware corporation (the “Company”) and La Jolla Cove Investors, Inc. (“Holder”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 13th, 2003 • Magic Media Networks Inc • Services-business services, nec • California

Securities Purchase Agreement dated as of September ___, 2002 (this “Agreement”) by and between Magic Media Networks, Inc., a Delaware corporation, with principal executive offices located at 530 N. Federal Highway, Fort Lauderdale, Florida 33301 (the “Company”), and La Jolla Cove Investors, Inc. (“Buyer”).

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