EXHIBIT 10.58

                         LICENCE AGREEMENT NUMBER:MTM006

                                SUMMARY OF TERMS

The Licensee:                  Name:  Zoo Digital Publishing Limited
                            Address:  20 Furnival Street
                                      Sheffield
                                      S1 4QT
                            Contact:  Andy Scrivener
                                tel:  0114 2413700
                                fax:  0114 241 3701
                             e-mail:  a.scrivener@zoodigitalpublishing.com

The Property:               Muffin The Mule

The Principal:              Maverick Entertainment Group PLC and SMPL

The Licensor:               Peak Entertainment Ltd
                            Address:     Bagshaw Hall
                                         Bakewell
                                         Derbyshire DE45 1DL
                            Contact:     Paula Shorrocks
                            tel:         +44(0)1629 814555
                            fax:         +44(0)1629 813539
                            e-mail:  p.shorrocks@peakentertainment.co.uk

The Products:               Interactive DVD game incorporating the Property

Product Package             Any packaged or boxed product that incorporates the
                            Product

Channels of Distribution:   All channels and media of distribution and promotion

The Territory:              Exclusive Worldwide

The Term:                   7 years from first release

Advance Royalty:            (pound)10,000 + VAT on Signature

Guaranteed Royalty:         None other than the above advance

Royalty Rate:               10 % of Net Selling Price

Number of Samples:          20 of each Product

<PAGE>

This LICENCE AGREEMENT is made this    day of            2005  between:

THE PARTIES:

      1.    PEAK ENTERTAINMENT LTD, Bagshaw Hall, Bakewell, Derbyshire, DE45 1DL
            ("the Licensor")

      2.    THE LICENSEE: whose full name and trading or registered address is
            referred to on the Summary of Terms Sheet ("the Licensee")


RECITALS

      (A)   The Licensor controls all rights of exploitation in the Property.

      (B)   The Licensee wished to obtain a licence to manufacture, market, sell
            and distribute the Products and Product Packages incorporating the
            Property and the Licensor has agreed to grant such right.

      1.    DEFINITIONS

            "The Intellectual Property" - means copyright, trade mark and other
            rights in the Property.

            "Net Selling Price" - means the gross price at which the Licensee
            sells any Product in an arms length transaction less only Value
            Added Tax and normal trade discounts or in the case of any Product
            Package the gross price at which the distributor of said Product
            Package sells in an arms length transaction less only Value Added
            Tax and normal trade discounts.

            "Notice" - means notice in writing served in accordance with the
            provisions of sub-clause 15.4.

            "The Royalties" - means the payments to be made to the Licensor by
            the Licensee under Clause 4.

            "The Specifications" - means the specifications set out in the first
            schedule.


<PAGE>

            "The Style Guide" - means the documents provided by the Licensor to
            the Licensee from time to time giving details of the Property
            including the papers that have been given to the Licensee before the
            signing of this Agreement.

            The words referred to in the first column of the Summary of Terms
            shall have the meanings attributed to them in the second column of
            the Summary of Terms Sheet.

      2.    GRANT

      2.1   In consideration of the obligations undertaken by the Licensee under
            this Agreement the Licensor grants to the Licensee an exclusive
            licence to apply the Property to the manufacture, marketing,
            distribution and sale of the Products and Product Packages in the
            Territory in accordance with the Specifications and the Style Guide
            and under the terms of this Agreement in the Territory.

      2.2   The Licensee shall have the right to purchase audio and video
            materials of the animated episodes to use in the development of the
            Products and Product Packages.

      2.3   The Licensor reserves all rights not specifically granted herein
            including the right to grant licences of the Property to other
            licensees in the Territory in respect of other product categories.


      3.    TERM

            This Agreement shall be for the Term unless terminated earlier in
            accordance with Clause 9 herein.

      4.    ROYALTIES

      4.1   In consideration of the rights granted by the Licensor the Licensee
            shall pay to the Licensor the Royalty for each unit of the Products
            and each Product Package unit sold by the Licensee. By way of a
            fully recoupable advance of Royalties, the Licensee shall pay the
            Licensor the Advanced Royalty upon signature of this Agreement by
            both parties and receipt of the Licensor's corresponding VAT
            invoice.

      4.2   The Licensee shall within 30 days of the 31th March, 30th June, 30th
            September and 31th December in each year deliver to the Licensor a
            statement giving particulars of all sales of the Products and
            Product Packages effected by the Licensee since the last statement
            date (and in respect of the first statement; since the date of this
            Agreement) and showing the total royalty payable to the Licensor for
            the previous quarter. The form of the statement is set out in the
            second Schedule. On receipt of such a report, the Licensor shall be
            entitled to raise an invoice for the amount of the Royalties due as
            shown in such royalty statement. The amount of the Licensor's
            invoice shall be paid by the Licensee within 30 days of its receipt
            by the Licensee.
<PAGE>

      4.3   The Licensee shall keep and maintain detailed accurate accounts and
            records so as to show the quantity and Net Selling Price of Products
            and Product Packages sold, used or otherwise disposed of by the
            Licensee for each royalty period giving separately the figures for
            each of the Product and/or Product Package. The Licensor shall have
            the right at reasonable hours, and on giving the Licensee reasonable
            notice (which shall not be less than 5 working days), to appoint a
            representative (being a qualified, certified or chartered
            accountant) to audit the said accounts and records and if such audit
            reveals a discrepancy it shall be collected forthwith. It is further
            agreed that if such audit reveals an underpayment of 5% or more of
            the amount actually due by the Licensee, the Licensee shall within
            14 days of the date of the relevant invoice pay the Licensor's
            reasonable auditing fees and expenses up to a maximum amount of
            (pound)2000 in addition to any other payments due and interest on
            the discrepancy at 4% above the base lending rate from time to time
            of National Westminster Bank Plc. In all other cases, the full costs
            of the audit shall be borne by the Licensor.

      4.4   All sums payable by the Licensee to any person pursuant to this
            Agreement shall be paid free and clear of all deductions (except
            normal trade discounts) or withholdings whatsoever, save only as may
            be required by any applicable law and save as provided otherwise
            elsewhere in this Agreement.


      5.    SPECIFICATION AND QUALITY

      5.1   The Licensee shall manufacture the Products and Product Packages
            according to the Specifications and the Style Guide or such other
            specifications as the Licensor may from time to time substitute with
            the prior consent of the Licensee and at all times ensure that the
            Products and Product Packages are of the highest quality attainable
            within the Specifications, in particular the Licensee is to ensure
            that the Products and Product Packages comply in all respects with
            the provisions of the relevant toy safety regulations (where
            applicable) and all other relevant statutes, regulations in respect
            of safety and quality.

      5.2   The Licensee shall submit for the Licensor's written approval
            samples of the Products, any articles to be sold with the Products
            and all packaging material, display, advertising or publicity
            material and shall refrain from distribution, sales or publication
            of any of the Products until such approval

<PAGE>

            shall have been first had and obtained. The Licensor reserves the
            right to require the Licensee to make any alterations that the
            Licensor may require to such items. If the Licensor fails to notify
            the Licensee of its disapproval of any materials submitted by the
            Licensee under this Clause 5.2 within 10 calendar days (not working
            days) of receipt of such materials by the Licensor then the relevant
            materials shall be deemed to have been approved by the Licensor for
            the purposes of this Clause 5.2

            5.2.1 The Licensee shall comply with this Clause 5.2 at each and
                  every stage of development of the Products identified as
                  follows:

                  PRODUCT                   PACKAGING

                  Rough visual of concept   Rough visual of concept
                  Hand/Sample/Prototype     Rough artwork
                  Pre-production sample     Finished artwork
                  Production sample         Artwork Proof
                                            Finished production packaging

            5.2.2 Approval will be granted by the Licensor based on design,
                  quality and compliance with the Style Guide and the copyright
                  lines and all designs must be consistent with the identity and
                  image of the Property.

            5.2.3 Approval is not granted on the basis of any safety or fitness
                  for purpose aspect of the Products as such aspects are the
                  sole responsibility of the Licensee.

      5.3   The Licensee shall ensure that all units of the Products including
            their wrappings and packaging are of the same description as the
            sample approved by the Licensor in accordance with Clause 5.2.

      5.4   The Licensee shall supply to the Licensor the Number of Samples of
            the Products free of charge within three months of the first
            production of the Products.

      5.5   If the Licensee employs a third party to manufacture the Products or
            any Product Package the Licensee shall:

            5.5.1 ensure that the manufacturer is contractually obliged only
                  manufactures the Product and/or Product Package for the
                  Licensee;

            5.5.2 ensure that title to any plates or dies manufactured specially
                  for production of the Products and/or Product Package are the
                  property of the Licensee and shall be returned to the Licensee
                  by the manufacturer on demand; and

<PAGE>

            5.5.3 ensure that any Products manufactured meet the Specifications.

      5.6   If the Licensee or its third party manufacturer require imagery or
            artwork additional to the Style Guide, the Licensee agrees to pay
            the price quoted from time to time by the Licensor in respect
            thereof.



      6.    USE AND PROTECTION OF INTELLECTUAL PROPERTY

      6.1   Every unit of the Products and all packaging, advertising and point
            of sale materials used in connection therewith and which
            incorporates the Intellectual Property shall bear the following
            statement which shall not be varied in any way by the Licensee
            without prior written consent of the Licensor:

            "(C) 200- Maverick Entertainment Group plc and SMPL. Licensed by
            Peak Entertainment Ltd "

      6.2   The Licensee shall not use any of the Property as part of the
            Licensee's name or the name of any entity associated with it without
            the prior written consent of the Licensor.

      6.3   The Licensee shall not during the subsistence of this Agreement or
            at any time thereafter register or use any of the Intellectual
            Property in its own name as proprietor.

      6.4   The Licensee recognises the Licensor's title to the Intellectual
            Property and shall not claim any right title or interest in the
            Intellectual Property or any part of it save as is granted by this
            Agreement. Any Intellectual Property right that the Licensee shall
            acquire to the Products is hereby assigned to the Licensor and, if
            appropriate, the Licensee shall enter into a legal assignment of
            such Intellectual Property without payment.

      6.5   The Licensee recognizes that the copyright lines in any literary,
            artistic, musical or dramatic work generated or arising from the
            activities of the Licensee under this Agreement including the source
            code in any of the Products and Product Packages (other than the
            Intellectual Property) shall be the property of the Licensor and the
            Licensee with full title guarantee hereby assigns such copyright and
            all rights related thereto to the Licensor (including by way of
            future assignment).

      6.6   The Licensee shall promptly call to the attention of the Licensor
            the use of any part of the Property by any third party or any
            activity of any third party which might be in the opinion of the
            Licensee amount to infringement or passing off.

<PAGE>

      6.7   The Licensee shall not assign the benefit of this Agreement or grant
            any sub-licence without prior written consent of the Licensor other
            than a sub-license of the manufacturing and publishing rights
            granted to the Licensee to its nominated third party replicator and
            publisher, respectively.

      6.8   Save as provided in Clause 6.5, any logo derived by the Licensee
            from the Intellectual Property or any part of it shall be held by
            the Licensee on trust for the Licensor and at the Licensor's request
            shall be assigned to the Licensor without compensation.

      6.9   The Licensee shall not, except with the prior written consent of the
            Licensor, make use of the name of the Licensor in any connection
            otherwise than is expressly permitted by this Agreement.

      6.10  If required by law, the Licensee will join with the Licensor to
            become a registered user of the Intellectual Property or any part of
            it.


      7.    LICENSEE'S OBLIGATION AS TO MARKETING

      7.1   The Licensee shall ensure that the Products shall be on sale to the
            trade within eighteen months of the commencement date of the Term.

      7.2   The Licensee shall ensure so far as it is reasonable practicable
            that the Products are not supplied for resale as an integral part of
            any other product other than to the Licensee and shall not be
            supplied either directly or indirectly to other manufacturers or to
            hawkers, peddlers, street vendors and the like or to any person
            intending to distribute the Products either as an integral part of
            any other product or gratuitously.

      7.3   The Licensee shall at all times use its reasonable endeavors to
            promote and sell the Products in the Territory.

      7.4   The Licensee shall only market and sell Products in an ethical
            manner having regard at all times to the image and reputation of the
            Property and shall therefore use good taste at all times.

      7.5   The Licensee shall only use the Property as permitted by this
            Agreement or by the Licensor.

      7.6   The Licensee shall distribute and sell the Products only through the
            Distribution Channels as specified in Clause 1 of this Agreement.

<PAGE>

      8.    ACTION AGAINST THIRD PARTIES

      8.1   The Licensee shall have no right to take action against third
            parties in respect of the Intellectual Property and if required to
            do so by the Licensor the Licensee shall co-operate fully with the
            Licensor in any such action the Licensee's expenses incurred in
            doing so being borne by the Licensor.

      8.2   All damages shall be the exclusive property of the Licensor provided
            that the Licensee shall be entitled to set-off any expenses which is
            able to claim from the Licensor pursuant to Clause 8.1.

      8.3   Any decisions to take action against third parties shall be solely
            at the discretion of the Licensor.

      9.    TERMINATION

            Without prejudice to any right or remedy either party may have
            against the other for breach or non-performance of this Agreement,
            each party shall have the right to immediately terminate this
            Agreement by serving the other party with written notice to that
            effect in the following circumstances.

      9.1   On the other party committing a breach of any provision of this
            Agreement and failing to remedy such breach within 30 days of
            receiving written notice specifying the breach and requiring remedy
            thereof;

      9.2   if the other party shall have any distress or executor levied upon
            it's goods or effects;

      9.3   on the other party becoming unable to pay its debts with the meaning
            of Section 123 Insolvency Act 1986, passing any resolution to wind
            itself up or if a Receiver or an Administrative Receiver of the
            other party's undertaking, property or assets or any part thereof is
            appointed or if an application is made for the appointment of an
            Administrator of the other party, or if the Directors of the other
            party propose a composition of debts or scheme of arrangements
            (other than by way of a bona fide restructuring).

      9.4   on the other party for any reason whatever nature being
            substantially prevented from performing or becoming unable to
            perform its obligations under this Agreement.

      9.5   on the other party assigning, sub-contracting or attempting to
            sub-contract or assign this Agreement other than as permitted by
            this Agreement;
<PAGE>

      9.6   if control of the Licensee shall pass from the present shareholders
            or owned or controlled by other persons other than the Licensee's
            current management whom the Licensor shall in its absolute
            discretion regard as unsuitable; and

      9.7   if the other party ceases or threatens to cease carrying on it's
            usual business for a period in excess of thirty (30) working days
            consecutively.


      10.   TERMINATION CONSEQUENCES

      10.1  Upon termination of this Agreement whether by expiry of the Term or
            by termination by either party pursuant to Clause 9, the Licensee
            shall forthwith discontinue manufacture of the Products.

      10.2  If the Licensee shall have any remaining stocks of the Products or
            Product Packages at the time of termination they may be disposed of
            by the Licensee in compliance with the terms of this Agreement for
            three months after termination but not otherwise.

      10.3  Any Products or Product Packages in the course of manufacture or in
            respect of which an order has been placed by the Licensee at the
            time of termination or expiry may be completed and disposed of in
            compliance with Clause 10.2 of this Agreement but not otherwise.


      11.   LICENSORS WARRANTY

            Licensor represents and warrants to the Licensee that:

      11.1  It has and will have throughout the Term of this Agreement, the
            right to exploit the Property in all media throughout the Territory
            and is and will throughout the Term be fully authorized to grant to
            the Licensee the rights granted to it under this Agreement.

      11.2  The rights granted herein do not violate or infringe any agreements,
            rights or obligations existing, or to be created during the Term, of
            any person, firm or corporation.


      12.   INDEMNITY

      12.1  The Licensee shall indemnify and hold harmless the Licensor from and
            against any liability, loss, claim or proceedings whatsoever arising
            under any statute or at Common Law in respect of personal injury to
            or the death of any person and any injury or damage to any property
            real or personal arising from the sale of the Products unless such
            liability arises from the neglect or default of the Licensor.

<PAGE>

      12.2  The Licensor shall indemnify and hold harmless the Licensor from and
            against any liability, loss, claim or proceedings whatsoever arising
            under any statute or at Common Law arising as a result of a breach
            of any of the warranties and representations of the Licensor set out
            in Clause 11.

      12.3  The Licensee shall have in force Public and Product Liability
            Insurance for not less than the equivalent of (pound)1 million with
            a reputable insurer.

      12.4  The policies of insurance shall be shown to the Licensor whenever it
            requests together with satisfactory evidence of payment of premiums.

      12.5  Neither party shall be liable to the other under this Agreement in
            breach of contract, tort (including negligence and breach of
            statutory duty) or otherwise for any special loss including direct
            loss of profits nor for any indirect or consequential damages, costs
            or expenses of any nature whatsoever incurred or suffered by that
            other party including, without limitation, economic loss or other
            loss of turnover, indirect loss of profits, business interruption,
            loss of sales, loss of opportunity, loss of anticipated savings,
            loss of data and/or loss or inaccuracy of information other than
            fraudulent misrepresentation) or loss of goodwill.

      12.6  Northing in this Agreement shall limit either party's liability to
            the other in respect of any claims:

            12.6.1 for death or personal injury caused by the negligence of such
                   party;

            12.6.2 resulting from any fraud including without limitation
                   fraudulent misrepresentation made by such party; or 12.6.3
                   for which liability may not otherwise lawfully be limited or
                   excluded.

      12.7  Subject to clauses 12.5 and 12.6 above, the entire liability of each
            Party under or in connection with this Agreement shall be limited to
            an aggregate amount of (pound)1,000,000.


      13.   MISCELLANEOUS

      13.1  No Waiver

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

<PAGE>

      13.2  Severance

            In the event that any provision of this Agreement is declared by any
            judicial proceedings or other competent authority to be void,
            voidable or illegal the remaining provisions shall continue to apply
            unless either party decides that the effect is to defeat the
            original intentions of the parties in which case it shall be
            entitled to terminate the Agreement by 30 days notice in which event
            the provisions of Clause 10 shall apply.

      13.3  No Agency or Partnership

            The parties are not partners nor joint venturers nor is the Licensee
            entitled to act as the Licensor's agent nor shall the Licensor be
            liable in respect of any representation act or omission of the
            Licensee whatever nature.

      13.4  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 with (three) 3 working days
            after posting or 24 hours of transmission if sent by facsimile.


      13.5  Choice of Law

            This Agreement shall be governed by English law in every particular
            including formation and interpretation and shall subject to the
            jurisdiction of the English Courts.

      14.   TRANSMISSION OF BENEFIT

      14.1  This Agreement shall be binding upon and inure to the benefit of the
            parties and their successors and assigns.

      14.2  Neither party may not assign or sub-licence the rights contained in
            this Agreement, save as provided otherwise in this Agreement.

      15.   INTEREST

            If any sums due hereunder remain unpaid for a period in excess of 30
            days after they have become due to the Licensor the unpaid balance
            will accrue interest at the rate of 4% per annum above the base rate
            for the time being of Barclays Bank Plc.

      16.   FORCE MAJEURE
<PAGE>

            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 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.

      17.   HEADINGS

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

      18.   ENTIRE UNDERSTANDING AND VARIATION

      18.1  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, conditions or obligations oral or written, expressed or
            implied other than those contained in this Agreement.

      18.2  No variation or amendment of this Agreement or oral promise or
            commitment related to it shall be valid unless committed to writing
            and signed by a director of the Owner.


      20.   THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

            This Agreement does not create any right enforceable by any person
            nor a party to it provided that a person who is the permitted
            assignee or a successor to the Licensor is deemed to be a party to
            this Agreement.

<PAGE>

                                 FIRST SCHEDULE

                                 SPECIFICATIONS


The Product shall be manufactured to a standard no lower than the sample
provided by the Licensee to the Licensor in accordance with Clause 5.2.

The material used in the manufacturing the Product shall be of no lower quality
than that used in the sample provided by the Licensee to the Licensor in
accordance with Clause 5.2.

The colour and depiction of the material shall be as specified in the Style
Guide



SIGNED BY /s/ P. Shorrocks

FOR AND ON BEHALF OF THE LICENSOR




SIGNED BY /s/  20.09.05

FOR AND ON BEHALF OF THE LICENSEE

<PAGE>

                                 SECOND SCHEDULE

                             PEAK ENTERTAINMENT LTD

FROM:

DATE:
ROYALTY PERIOD:
PROPERTY:
TERRITORY:

<TABLE>
<CAPTION>
----------------------- ------------------------- ----------------------- ------------------------- ---------------------
 PRODUCT DESCRIPTION       PIECES SOLD DURING       TOTAL GROSS SALES     TOTAL GROSS SALES VALUE    TOTAL GROSS SALES
                                 PERIOD             VALUE AT START OF         AT END OF PERIOD        VALUE FOR PERIOD
                                                          PERIOD
----------------------- ------------------------- ----------------------- ------------------------- ---------------------
<S>                     <C>                       <C>                     <C>                       <C>
----------------------- ------------------------- ----------------------- ------------------------- ---------------------

----------------------- ------------------------- ----------------------- ------------------------- ---------------------

----------------------- ------------------------- ----------------------- ------------------------- ---------------------

----------------------- ------------------------- ----------------------- ------------------------- ---------------------

----------------------- ------------------------- ----------------------- ------------------------- ---------------------
</TABLE>

<TABLE>
<CAPTION>
---------------------------------------- ----------------------- -----------------
 PRODUCT DESCRIPTION      ROYALTY %        LESS ADVANCES NOT      TOTAL PAYABLE
                                                CLAIMED

---------------------------------------- ----------------------- -----------------
<S>                     <C>               <C>                     <C>
---------------------------------------- ----------------------- -----------------

---------------------------------------- ----------------------- -----------------

---------------------------------------- ----------------------- -----------------

---------------------------------------- ----------------------- -----------------

---------------------------------------- ----------------------- -----------------

                                         PLUS VAT
                                         ----------------------- -----------------

                                         TOTAL
                                         ----------------------- -----------------
</TABLE>

Signed
      ---------------------------------
(Licensee)

Please complete in capital letters and return to:
Peak Entertainment Ltd
Bagshaw Hall, Bagshaw Hill, Bakewell, Derbyshire, DE45 1DL