EXHIBIT 10.57

                            REPRESENTATION AGREEMENT

THIS AGREEMENT is made on the 5th day of OCT 2005

BETWEEN

1. DUBREQ LIMITED of 1 St John's Square, Glastonbury, Somerset, BA6 9LJ
("Principal")

2. PEAK ENTERTAINMENT LIMITED of Bagshaw Hall, Bagshaw Hill, Bakewell, DE45 1DL.
("Licensor")

1.       DEFINITIONS

         The following terms shall have the following meanings for the purposes
of the Agreement:

1.1      "Accounting Day":

1.2      "Intellectual Property" means the intellectual property listed on
         Schedule 1

1.3      "Intellectual Property Merchandising Rights" the right to use the
         Intellectual Property during the Term of this Agreement and all trade
         marks, copyright and design rights therein in connection with the
         manufacture, distribution, sale, exploitation and advertising of
         merchandise.

1.4      "Business": the negotiation of Licenses of Merchandising Rights by the
         Licensor as agent for the Principal and all matters related thereto.

1.5      "Brand Merchandising Rights" the right to use the brand associated with
         the Intellectual Property and agreed upon from time to time and
         developed by the Principal during the Term of this Agreement and all
         trademarks and copyright therein in connection with the manufacture,
         distribution, sale, exploitation and advertising of merchandise in
         connection with the Intellectual Property.

1.6      "Commission" the Commission payable to the Licensor is 35% of gross
         receipts in the UK and 40% of gross receipts in the rest of the world.

1.7      "Expiry Date" 31st December 2008

1.8      "Gross Royalty" the gross royalty actually received from a Licensee
         pursuant to a License together with (where applicable) an amount equal
         to the benefit or value of any available tax credit, repayment,
         exemption, allowance or deduction (available as a consequence of or in
         connection with such credit, repayment, exemption or allowance) whether
         pursuant to any domestic or local tax legislation or regulation or
         pursuant to any applicable double taxation treaty and whether or not
         such tax credit, repayment, exemption, allowance or deduction has been
         claimed.

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1.9      "License" a License upon the Licensor's standard form of Licence
         Agreement to use the Merchandising Rights granted by Licensor to a
         licensee within the Territory during the Term, a copy of which is
         attached, as amended from time to time by agreement in writing between
         the parties.

1.10     "Licensee" means a person or company to whom the right to exploit the
         Merchandising Rights has been given.

1.11     "Merchandising Rights" the rights to license the Intellectual Property
         merchandising rights to third parties or subsidiaries/divisions of Peak
         Entertainment Ltd.

1.12     "Quarter" means a three month period ending on 31st March, 30th June,
         30th September and 31st December.

1.13     "Term" the period starting on the date of this Agreement and ending on
         (and including) the Expiry Date unless earlier determined as provided
         in this Agreement.

1.14     "The Territory" means the world.

1.15     "The Parties" mean the Principal and the Licensor.

1.16     "Principal" means the person or persons who own the Intellectual
         Property

1.17     "Licensor" means the company who has been granted the right from the
         Principal to grant Licenses to Licensees in relation to the
         Intellectual Property

2.       GRANT AND RESERVATIONS

2.1      Subject as provided below the Principal grants to the Licensor for the
         Term the right to negotiate with and grant manufacturers and other
         interested parties in the Territory Licences in relation to the
         manufacture and distribution in the Territory of merchandise pursuant
         to the terms of this Agreement.

2.2      Without prejudice to the remaining provisions of this Agreement
         Principal reserves the right:

         2.2.1    to vary its standard form licences in respect to any one or
                  more prospective licensees;

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         2.2.2    at its sole discretion to decline without giving reasons to
                  consenting to the Licensor entering into any one or more
                  Licences negotiated by the Licensor on its behalf;

         2.2.3    to exclude certain products included under this Agreement (see
                  Schedule 2 Excluded Products);

3.       PRINCIPAL'S OBLIGATIONS

         The Principal agrees severally with the Licensor throughout the Term:

3.1      Support and Information

         To support the Licensor in its efforts to promote Business and in
         particular to supply samples of artwork, promotional material,
         drawings, and general information relating to the Merchandising Rights
         as are available to it upon the execution hereof and shall keep the
         Licensor reasonably so supplied throughout the Term provided that the
         Principal shall not be obliged to incur any cost in providing such
         support.

3.2      Advertising and Promotion

         3.2.1    To refer to the Licensor any enquiries from prospective
                  licensees or other leads in the Territory.

         3.2.2    To supply to the Licensor information which may come into its
                  possession which may assist the Licensor in carrying on the
                  Business.

3.3      Maintenance of Rights

         Subject to Clause 4.5 of this Agreement to maintain its Merchandising
         Rights during the Term and not to cause or permit anything which may
         damage or endanger them or its title to them or assist or suffer others
         to do so or to consult with the Licensor if the Merchandising Rights
         are or appear likely to be damaged or endangered.

4.       LICENSOR'S OBLIGATIONS

         The Licensor agrees with the Principal throughout the Term as follows:

4.1      Diligence

         At all times to work diligently to protect the interests of the
         Principal and the Intellectual Property.

4.2      Scope of activity and authority
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         4.2.1    Not to describe itself as agent or representative of the
                  Principal except as expressly authorised by this Agreement.

         4.2.2    Not to pledge the credit of the Principal in any way.

         4.2.3    Not to make any commission or demand or receive payment from a
                  licensee for the grant or renewal of a Licence apart from the
                  agreed Commission.

         4.2.4    Not to make any representations or give any warranties to
                  prospective licensees other than to those contained in the
                  terms of the Licence.

4.3      Promotion

         To use its best endeavors to induce manufacturers to make use of the
         Merchandising Rights in relation to the manufacture, promotion or sale
         of goods in particular by:

         4.3.1    personal visits to and correspondence with potential
                  licensees;

         4.3.2    advertising and distribution of publicity matter subject
                  however to the specific prior approval in writing in all cases
                  by the Principal of the form of such advertising and publicity
                  matter;

         4.3.3    attendance at trade shows and other sales outlets;

         4.3.4    preparing a licensing brochure for the Intellectual Property
                  within a reasonable period of the date of this Agreement in a
                  form approved by the Principal in writing prior to use.

4.4      Licences and Approvals

         4.4.1    Before entering into any Licence to provide details of the
                  proposed Licensee to the Principal.

         4.4.2    Only to enter into Licences with Licensees in the terms of a
                  licence in a form which has been agreed with the Principal in
                  and not to agree any amendments to the Licence without the
                  consent of the Principal.

         4.4.3    Forthwith on a Licence being entered into with a Licensee to
                  provide to the Principal a true copy of the Licence.

         4.4.4    Before permitting the commencement of manufacture to submit to
                  the Principal for approval a sample of each design to be used
                  on products, a sample of any written material to be used on
                  products, a sample of any packaging material and (where the
                  product is to be sold with confectionery) a sample of all
                  printing inks and constituent elements of the product (e.g.
                  resin for PVC collectibles). If the design is approved by the
                  Principal the Licensor will further submit to the Principal
                  for approval a sample of each product bearing the approved
                  design together with packaging. The Licensor shall not
                  authorize any Licensee to manufacture any product bearing a
                  design not so approved. Prior to sale to ensure that all
                  necessary safety certificates and licences are obtained and a
                  copy forwarded to the Principal.
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         4.4.5    If the Licensor shall breach any of the terms of this Clause
                  4.4 and such breach if capable of remedy is not remedied
                  within 30 days of receipt of a written notice of such breach
                  from the Principal this shall entitle the Principal to
                  terminate this Agreement forthwith without further notice.

4.5      Protection of Property

         4.5.1    Not to cause or permit anything which may damage or endanger
                  the Merchandising Rights or the Principal's title to them or
                  assist or allow others to do so.

         4.5.2    To notify the Principal of any suspected infringement of
                  Merchandising Rights.

         4.5.3    To take such reasonable action as the Principal (as
                  appropriate) may direct at the expense of the Licensor in
                  relation to such infringement.

         4.5.4    To compensate the Principal for any use by the Licensor of the
                  Merchandising Rights otherwise than in accordance with this
                  Agreement.

         4.5.5    To ensure that each Licence includes an indemnity for the
                  Licensor against any liability incurred to third parties for
                  any use of the Merchandising Rights otherwise than in
                  accordance with this Agreement and the Licence.

         4.5.6    On the expiry or termination of this Agreement forthwith to
                  cease to use the Merchandising Rights save as expressly
                  authorised by the Principal in writing.

         4.5.7    To apply for registration of the Merchandising Rights as a
                  trade mark (where appropriate) at the Licensor's expense (in
                  any part of the world) on behalf of the Principal

         4.5.8    Not to use the Merchandising Rights otherwise than as
                  permitted by this Agreement.

         4.5.9    Not to use any name or mark similar to or capable of being
                  confused with any part of the Merchandising Rights.

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         4.5.10   Not to use the Merchandising Rights except directly in the
                  Business.

         4.5.11   Not to use any part of the Merchandising Rights or any
                  derivation of it in its trading or corporate name.

         4.5.12   To hold any additional goodwill generated by the Licensor for
                  the Merchandising Rights or the Business as bare trustee for
                  the Principal.

4.6      Good Faith

         In all matters to act loyally and faithfully toward the Principal.

4.7      Compliance

            4.7.1 To obey the Principal's reasonable orders and instructions in
                  relation to the conduct of the Business.

            4.7.2 To conduct the Business in an orderly and businesslike manner
                  maintaining at its own expense an office and organisation
                  suitable and sufficient for the proper timely and efficient
                  conduct of its obligations under this Agreement and to comply
                  in the conduct of the business with all applicable laws,
                  bylaws and requirements of any governmental or regulatory
                  authority applicable to the Business.

4.8      Disclosures

         On entering into this or any other agreement or transaction with the
         Principal during the Term or any extensions of it to make full
         disclosure of all material circumstances and of everything known to it
         respecting the subject matter of the relevant contract or transaction
         which would be likely to influence the conduct of the Principal
         including in particular the disclosure of other agencies in which the
         Licensor is interested directly or indirectly.

4.9      Secrecy

         4.9.1    Not at any time during or after the Term to divulge or allow
                  to be divulged to any person any confidential information
                  relating to the Business or affairs of the Principal other
                  than to persons who have signed a secrecy undertaking in the
                  form approved by the Principal.

         4.9.2    Not to permit any person to act or assist in the Business
                  until such a person has signed such undertaking.

4.10     Accounts

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         To keep accurate and separate records and accounts in respect of the
         conduct of the Business and in accordance with good accountancy custom
         and practice in England and in particular:

         4.10.1   Have them audited by qualified auditors once a year during
                  the Term.

         4.10.2   Submit copies of audited accounts to the Principal on an
                  annual basis no later than the 60th day following the end of
                  its financial year (30th April each year).

         4.10.3   Keep said accounting records for not less than six years.

         4.10.4   No later than four months after the end of each Accounting
                  Day supply to the Principal an auditors unqualified
                  certificate confirming that the Licensor has remitted to the
                  Principal the correct amounts of monies due under this
                  Agreement.

         4.10.5   Permit a qualified accountant appointed by the Principal such
                  qualified accountant to include the Internal Audit Department
                  of the Principal to inspect the said accounting records for
                  the purpose of verifying the amounts payable at all reasonable
                  times.

4.11     Payment of Monies

         4.11.1   The Licensor shall diligently collect royalties due from
                  Licensees.

         4.11.2   The Licensor shall within forty five (45) days of the end of
                  each quarter or such other period agreed between all the
                  Parties from time to time supply to the Principal a schedule
                  showing royalties received and an estimate of royalties
                  outstanding from licensees together with an aged analysis of
                  outstanding monies together with details of actions taken to
                  recover such outstanding monies.

         4.11.3   The Licensor shall immediately and in any event within 7 days
                  following receipt of an invoice in respect of the same
                  following the end of each Quarter (or such other period agreed
                  between all the Parties from time to time) pay by direct
                  telegraphic transfer into an account nominated by the
                  Principal (as set out below) royalties received by the
                  Licensor (after deducting Commission due to the Licensor) in
                  such prior Quarter. Such monies shall become due from the date
                  of invoice.

                  Bank Details:

                  Bank:
                  Sort Code:
                  Account Name:
                  Account Number:

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         4.11.4   The Agent shall pay interest if it shall make a late payment
                  of monies previously received by the Licensor at the rate of
                  4% per annum above the base rate for the time being of Lloyds
                  Bank Plc.

4.12     Customer List

         To keep a list of actual and potential Licensees and to supply a copy
         of it to the Principal upon request.

4.13     Inspection of Books and Premises

         To permit the Principal or its representatives at all reasonable times
         to inspect all things material to the Business and to take copies of
         any relevant document and for this purpose enter any premises used in
         connection with the Business.

4.14     Assignment

         Not to assign charge or otherwise deal with this Agreement in any way
         without consent of the Principal.

4.15     Delegation

         Not to delegate any duties or obligations arising under this Agreement
         otherwise than may be expressly permitted under its terms.

4.16     Pay Expenses

         To pay all expenses of and incidental to the carrying on of the
Business.

4.17     Information

         To provide the Principal within 30 days of the end of each Quarter with
         the following information:

         4.17.1   details of royalty received;

         4.17.2   a forecast of royalties to be received in the next three
                  months;

         4.17.3   details of royalty due and not paid;

         4.17.4   a licensee progress statement; and

         4.17.5   stocks of Licensed Products.

4.18     Sales Targets
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         The Licensor shall meet the sales targets agreed from time to time with
         the Principal. For the avoidance of doubt the targets agreed shall be
         for net royalties being gross royalties after deduction of commission
         and distribution expenses only.

5.       TERMINATION

5.1      This Agreement shall terminate automatically on the Expiry Date and
         in the case of Clauses 5.2 to 5.7 inclusive, forthwith upon service
         of written notice to that effect.

5.2      Breach

         If any of the parties fails to comply with any of the terms and
         conditions of this Agreement and such failure if capable of remedy is
         not remedied within thirty (30) days of receipt of a written notice of
         such failure that the party not in default may terminate this Agreement
         by giving 30 days notice to the other.

5.3      Insolvency

         If the Licensor goes into either compulsory or voluntary liquidation
         (save for the purpose of reconstruction or amalgamation) or if an
         administrator or administrative receiver is appointed in the respect of
         the whole or any part of its assets or if the Licensor makes assignment
         for the benefit of or composition with its creditors generally or
         threatens to do any of these things (or any judgment is made against
         the Licensor or any similar occurrence in any jurisdiction affected the
         Licensor).

6.       TERMINATION CONSEQUENCES

6.1      Procedure

         On the termination of this Agreement the Licensor undertakes:

         6.1.1    to return to the Principal all samples, drawings, publicity,
                  promotional and advertising material used in the Business;

         6.1.2    not to make any further use nor reproduce nor exploit in any
                  way the Merchandising Rights or the Principal's name or any
                  mark or representation confusingly similar to the
                  Merchandising Rights.

6.2      Commission on Termination

         6.2.1    Provided that termination is not due to a breach of this
                  Agreement by the Agent the Agent shall be entitled:
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                  6.2.1.1 to Commission in respect of Licences granted before
                          the date of termination but (subject to 6.2.1.2 below)
                          not in respect of Licences granted by the Principal
                          after that date notwithstanding that the Licensor may
                          have been responsible in whole or in part for the
                          negotiation of the terms of any such Licence.

                  6.2.1.2 In respect of renewals of Licences granted prior to
                          termination that Licensor shall be entitled to receive
                          Commission under the renewed licence at the rate of
                          50% of the Commission it would have received had this
                          Agreement not been terminated but limited to a period
                          of 2 years following the date of renewal of the
                          Licence provided that the new Licence is in respect of
                          the Products identical to the Products licensed to the
                          previous Licence negotiated by the Licensor.

         6.2.2    If termination is due to a breach by the Licensor then the
                  Licensor shall not be entitled to commission in respect of
                  sales by licensees after the date of termination.

         6.2.3    On termination for whatever reason the Licensor shall cease to
                  be entitled to collect royalties from licensees and instead
                  the Principal shall collect such royalties and shall then
                  account to the Licensor for the commission within 14 days of
                  the Principal's receiving royalties from Licensees. On
                  termination the Licensor shall pass to the Principal all its
                  records relating to collection of royalties and in particular
                  information relating to outstanding royalties.

6.3      Existing Rights

         The expiry or termination of this Agreement shall be without prejudice
         to any rights which have already accrued to either of the parties under
         this Agreement.

7.       INDEMNITY

7.1      The Licensor shall indemnify the Principal against all actions, claims,
         costs, damages and expenses which it may suffer to sustain as a result
         of actions of the Licensor which have not been authorised by the
         Principal..

7.2      The Principal shall indemnify the Licensor against all actions, claims,
         costs, damages and expenses arising out of the Licensor's use of the
         Intellectual Property in accordance with terms of this Agreement.

8.       INSPECTION

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         The Licensor shall permit the Principal at all reasonable times to
         inspect the Licensor's premises in order to satisfy itself that the
         Licensor is complying with its obligations under this Agreement.

9.       MISCELLANEOUS

9.1      No Waiver

         No waiver by the Principal of any of the Licensor's obligations under
         this Agreement shall be deemed effective unless made by the Principal
         in writing nor shall any waiver by the Principal in respect of any
         breach be deemed to constitute a waiver of or consent to any subsequent
         breach by the Licensor of its obligations.

9.2      Notices

         Any Notice to be served on either of the Parties by the other shall be
         sent by pre-paid Recorded Delivery or Registered Post or by facsimile
         to the address stated in Clause 1 and shall be deemed to have been
         received by the addressee within 72 hours.

9.3      Arbitration

         All questions or differences whatsoever touching this Agreement shall
         be referred to a single arbitrator to be agreed upon by the Parties,
         or, failing agreement, to be appointed by the then President of the Law
         Society, such arbitrator to have all powers conferred on arbitrators by
         the Arbitration Act 1950 or any statutory modification or re-enactment
         of it for the time being.

9.4      Choice of Law

         This Agreement shall be governed by English Law in every particular
         including formation and interpretation and shall be deemed to have been
         made in England.

10.      TRANSMISSION OF BENEFIT

         This Agreement shall be binding upon and inure to the benefit to the
         Principal and its successors and assigns.

11.      ENTIRE UNDERSTANDING AND VARIATION

         11.1     This Agreement embodies the entire understanding of the
                  parties in respect of the matters contained or referred to in
                  it and there are no promises, terms, conditions or obligations
                  oral or written, expressed or implied other than those
                  contained in this Agreement.
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         11.2     No other variation or amendment of this Agreement or oral
                  promise or commitment related to it shall be valid unless
                  committed to in writing and signed by the Principal.

12.      FORCE MAJEURE

         If the performance of this Agreement is prevented, restricted or
         interfered with by reason of circumstances beyond the reasonable
         control of the party obliged to perform it, the party so affected upon
         giving proper notice to the other party shall be excused from
         performance to the extent of the prevention, restriction or
         interference but the party so affected shall use its best efforts to
         avoid or remove such causes of non-performance and shall continue
         performance under the Agreement with the utmost dispatch whenever such
         causes are removed or diminished.

13.      HEADINGS

         The headings of conditions are for convenience of reference only and
         shall not affect their interpretation.




SIGNED BY

/s/
---------------------------------------------
FOR AND ON BEHALF OF THE PRINCIPAL


SIGNED BY

/s/ P. Shorrocks
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FOR AND ON BEHALF OF THE LICENSOR


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                                   SCHEDULE 1

                              INTELLECTUAL PROPERTY



 STYLOPHONE and all associated Intellectual Property created by Dubreq Limited