01222001 S8 License





EXHIBIT 10.3

Licensing Agreement

This Agreement is made on the  27th day of December, 2000


Between

American Champion Media, Inc. (The Licensor)

22320 Foothill Blvd., Suite 260

Hayward, CA 94541





And


World Channel Inc. (The Licensee)

131 So. Maple Ave., Suite 6

So. San Francisco, CA 94080




WHEREBY IT IS MUTUALLY AGREED as follows:

	The Licensor warrants that the Licensor owns all rights to a-29 episode TV
Series and its related products and intellectual properties, as described in
Schedule I and hereinafter called the "Series", which are hereby licensed
to the Licensee.
	Subject to the payment of the Licensing Fee described hereunder, the
Licensor hereby grants to the Licensee, and the Licensee hereby accepts, the
exclusive and sole rights for exhibition, distribution, process and
reproduction, and all commercial exploitation of the Series under the following
terms and conditions: 

RIGHTS:

All commercially exploitable rights.

THE TERRITORY:

Worldwide.

LICENSE PERIOD:

Five (5) years commencing on date of delivery of materials. Licensee has
the first right of refusal to extend the License Period for another five years
at terms to be amicably negotiated between the parties.

LANGUAGE:

All.

	The Licensee shall have the right to dub and/or subtitle the Series in any
other language and the Licensee shall promptly deliver to the Licensor one (1)
sample of each form of video device of the Series without charge to the
Licensor.
	The Licensee shall have the right to take any legal and remedial means to
enforce and protect the copyright of the Series whether in criminal or civil
jurisdiction and to compromise or settle such claims for such damages or
compromised amounts. Licensee shall be entitled to the proceeds of such
claims.
	All transportation cost, handling charges, duties and custom fees incurred
by the Licensor prior to this Agreement shall be paid by the Licensor.
	The Licensee shall pay to the Licensor in consideration of the right granted
under this Agreement a Licensing Fee of US$3,000,000 in total. The Licensee
shall make five annual installment payments of US$600,000 each on or before the
end of the years 2001 through 2005. 

Licensee shall pledge the amount of $800,000 in its appraised value of
company equipment as collateral for the above payments. In the event that
Licensee fails to make the License Fee payments to Licensor on time, Licensor
should notice Licensee in writing and has the right to liquidate Licensee's
pledged equipment to compensate for the lost of License Fee, and Licensor may
terminate this Agreement with a 30-day written notice. 

	The Licensor agrees to supply to the Licensee the following materials at no
cost to the Licensee:


	posters and/or publicity materials
	color stills or slides
	one set of Betacam SP master tapes
	one set of synopsis
	all inventories related with "Kangaroddy" series




	The Licensee shall use its best efforts to exploit the Series in the
Territory.
	For the purpose of advertising and publicizing the Series, the Licensor
shall provide the Licensee with relevant information and descriptive material
such as press releases, printed synopsis, etc.
	The Licensor warrants and guarantees that the Licensor has the full
authority to enter into and completely perform this Agreement and to license all
of the licensed rights to the Licensee. Licensor remains to be the copyright
owner of the Series.
	All costs of reproduction, operation and distribution within the Territory
are the sole responsibility of Licensee.
	The rights granted herein are exclusive to the Licensee within the Territory
and for the duration of the License Period specified in this Agreement, and the
Licensor shall not grant, license, assign, or to otherwise transfer any of the
rights granted herein to any other party within the Territory during the term of
this Agreement.
	In the event of litigation arising from any breach of, interruption of, or
enforcement of, any of the terms, conditions and stipulations of this Agreement,
costs pre- and past-judgment interest, and reasonable attorney fees shall be
awarded to the prevailing party.
	The Licensee may sub-license to a third party distribution rights granted to
it hereunder, totally or in part, but no such sub-license shall relieve the
Licensee of any of its obligations hereunder.
	This Agreement may not be altered, changed, modified, or amended, except in
writing by the parties.
	If either party defaults in the performance of any of its material
obligations hereunder and if the defaulting party fails to cure such default
within thirty (30) days following receipt of notice from the other party (the
claiming party) specifying such default, then and only in such event the
claiming party may terminate this Agreement by notice to the defaulting party
sent not later than ten (10) days after the expiration of said thirty (30) days
period. In the event of such termination, the claiming party shall be entitled
to its damages due to the default without prejudice to any other rights the
claiming party may have against the defaulting party. In the event of the breach
of this Agreement hereunder by the defaulting party, both parties hereby
acknowledge that in addition to the damages against the defaulting party, the
claiming party is entitled to the equitable relief of injunction and/or specific
performance to enforce the performance of this Agreement.
	Any modification of this Agreement or any supplementary agreements between
the parties must be in writing and signed by the parties. No arrangements made
verbally will be considered binding or effective.
	All notices which either party desires or is required to give to the other
party hereunder shall be in writing sent by registered mail, return receipt
requested, or by telegraph or telex or by facsimile. Such notice shall be deemed
to have been validly given if addressed to the other party at last known address
and numbers, and shall be deemed to have been served on the expiry of forty-
eight hours after the date of posting or the sending through the telegraph,
telex, or facsimile.
	If any provision of this Agreement is ruled invalid under any law, it shall
be deemed modified or omitted to the extent necessary, and the remainder of this
Agreement shall continue in full force and effect.
	It is hereby declared that where the context permits or requires, the
singular number shall include the plural and vice versa; and the masculine
gender shall include the feminine and the neuter and vice versa.
	This Agreement shall be governed by the Law of California and subject to the
applicable jurisdiction of the Federal Courts.

 

 
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of
the day and year first above written by affixing their respective corporate
seals under the hands of their proper signing officers duly authorized on that
behalf.


 
	

For and on behalf of

American Champion Media, Inc.



 /s/ Anthony K. Chan 

Anthony K. Chan

Chief Executive Officer


	

For and on behalf of

World Channel Inc.



 /s/ Alan Mok

Alan Mok

Prseident