EXHIBIT 10.35


AGREEMENT made this 20th day of August 1998

BETWEEN              American Champion Media Inc.
                     1694 The Alameda, Suite 100
                     San lose, California 95126
                     U.S.A.
                     (herein called "Producer")

                                     OF THE FIRST PART

                     -AND-

                     Portfolio Entertainment Inc.
                     124 Merton St., Suite 202
                     Toronto, Ontario
                     M4S 2Z2
                     (herein called "Distributor")

                                     OF THE SECOND PART

1.   GRANT OF RIGHTS

a)   Producer hereby grants to Distributor the sole and exclusive right 
to distribute, license, sub-license, market and exploit the series 
entitled "Kanga Roddy" (the "Series") in its original and all other 
languages, in all media including, without limitation, all forms of 
television (including free, pay, cable, satellite, hotel/motel, closed 
circuit (including systems installed on airlines and ships, and on 
armed forces  bases) and non-theatrically in the territories (the 
"Territory") and for the term described in Schedule "A" attached 
hereto hereinafter provided. Producer hereby grants to Distributor the 
exclusive right to distribute all further television episodes of the 
Series on the same terms provided herein. Such rights (herein called 
"Rights") include the rights to:

i)   make minor cuts or edits to meet censorship and time segment 
requirements with consent from the  Producer, provided that Distributor 
shall not delete the credits or copyright notice as they appear in the 
Series and to.

ii)  insert Distributor's standard credit and logo. Producer grants to 
Distributor the right to use clips and stills from the Series and the 
names and likenesses of all persons who appear in connection with the 
Series for the purpose of advertising and reasonable business 
judgement, to maximize the exploitation of the Rights granted 
hereunder.

2.   TERM

The initial term of this Agreement shall commence on the execution of 
this Agreement and shall expire three years later. Upon expiration or 
termination, all rights shall revert to the Producer.

3.   DELIVERY

a)   Producer shall deliver to Distributor the following elements of 
the Series as are necessary for Distributor to perform its services 
hereunder including, specifically, those items described in Schedule 
"B".

<PAGE>

b)   Producer shall deliver the Series to the Distributor in conformity 
with international broadcast standards and practices: in the event that 
any of Distributor's licensees of the Series rejects the Product due to 
non-conformity with such standards and practices, Distributor may, at 
its option, terminate this Agreement and be relieved of all its 
obligations hereunder. If there is a termination by the Distributor, it 
should not be relieved of its obligations to pay any monies due and 
owing to the Producer.

c)   Producer shall, at its sole expense, secure and maintain copyright 
protection for the Series by registering copyright therein within (90) 
days of its first transmission and shall ensure that the appropriate 
copyright notice is embodied in the credits on the Series.

4.   COMPENSATION

a)   In consideration for the services Distributor is rendering to 
Producer hereunder, Distributor shall retain as its sole and exclusive 
property from all sales of the Series, the distribution fees expressed 
as a percentage of Gross Receipts as set out in Schedule "A" and all 
reasonable and verifiable direct distribution expenses incurred in 
connection with the distribution of the Series. Such expenses include,
without limitation: long distance phone calls, fax, photocopying, 
delivery, bank charges, a pro rata share of direct pre-market 
promotion, shipping, customs brokers, duplication of screening 
cassettes and Series master tapes, PAL duplication, promotional 
material, duplication i.e. slides and black & white prints, and any 
direct publicity or promotional costs e.g. paid advertising, 
withholding taxes (excluding income taxes) and costs incurred in 
connection with the collection of monies owed.

b)   "Gross Receipts" shall be defined to mean all monies actually 
received by Distributor or its sub-distributors relating to the 
exploitation of the Series.

c)   After the termination of this Agreement, Distributor shall 
nevertheless be entitled to receive distribution fees and recoupment of 
distribution expenses due to it in respect of all agreements, for 
exploitation of the Series in the Territory made by or on behalf of the 
Producer between the dates of the commencement and termination of 
rights granted to Distributor hereunder.

5.   REPORTS AND ACCOUNTING

a)   The Distributor shall give photo copies, within 10 (ten) business 
days after execution to the Producer of all contracts into which the 
Distributor shall enter for the exploitation of the Rights.

b)   Distributor shall report all sales and account to Producer in 
writing within sixty (60) days after the end of each calendar quarter 
hereunder. The reports shall contain such information and data as 
conform with normal and standard industry practice and such other 
information data as shall be mutually agreed to between Distributor and  
Producer, including copies of all contracts into which the Distributor 
shall enter for the exploitation of the Rights. In this connection, it 
is agreed that the reports shall include the following categories of 
deductions to be made from Gross Receipts: Distributor's distribution 
fees, distribution expenses, withholding taxes and any costs of 
litigation directly tied to the distribution of the Series. Distributor 
shall consult Producer with regard to paid advertising and printing 
expenses.

c)   After retaining Distributor's distribution fees and deducting 
distribution expenses, withholding taxes and any costs of litigation, 
Distributor shall attach to the report(s) a Cheque payable to Producer 
in the appropriate amount of the balance of Gross Receipts received 
during the period covered by the report(s). With respect to blocked 
funds, Distributor will report such funds to Producer and, to the 
extent permitted by applicable law, Producer will have the right to 
require Distributor to deposit Producer's share of such funds in its 
bank account in the country where such funds are blocked.

<PAGE>

d)   Distributor shall keep true, complete and accurate books of 
account and records pertaining to all financial transactions in 
connection with the performance of Distributor's obligations under this 
Agreement. Such books and records shall be available for inspection by 
Producer or its representatives at Distributor's place of business 
during normal business hours upon 24 hours notice to Distributor.  
Producer or its representatives shall have the right to make copies of 
the pertinent parts of all such books and records that directly relate 
to such financial transactions.

e)   Any dispute or objection relating to a statement may be raised 
within two (2) years of the date of such statement. Thereafter 
Producer's rights in connection with such error, dispute or statement 
are forever waived. In the event that the Distributor's record is found 
in excess of 10% error, the cost of the audit into the distributor's 
record shall be assumed by the Distributor, provided that the 
discrepancy noted in the audit is in excess of US$2,OOO (two thousand).

6.   PROMOTIONAL MATERIALS AND LOAN MATERIAL

a)   Producer shall furnish the Distributor with samples of advertising 
materials, presentation reel, audition prints and/or video cassettes 
for Series. Such items shall be shipped to the Distributor directly 
upon request. If such items are supplied in insufficient quantities for 
reasonable promotion, the Distributor shall have the right to prepare 
with the Producer's approval video-cassettes for audition purposes with 
respect to Series and, in such event, the Producer shall, out of sales  
receipts, reimburse the Distributor for the cost of preparation of such  
video-cassettes, unless such costs have been paid for by a third party. 
In like manner, if brochures, flyers, or paper publicity are inadequate 
for reasonable promotion, the Distributor has the right to prepare 
brochures and, in this event, the Producer shall, out of sales 
receipts, reimburse the Distributor for the cost of preparation of such 
brochures, unless paid for by a third party .

b)   At the expiration of the term of this Agreement, the Distributor 
shall return to the Producer all such audition material as shall then 
be in the Distributor's possession, at the Producer's expense.

c)   Producer shall supply the Distributor on a loan basis all 
materials described in Schedule "B".

7.   WARRANTY

a)   Producer warrants that Producer has the right to grant Distributor 
the rights granted herein, that Distributor's exercise of those rights 
will not infringe or violate the rights of any third party; that 
Producer has the right and authority to enter into this Agreement, that 
Producer has not entered into any agreement inconsistent with the terms 
hereof and that the rights granted hereunder are free and clear of any 
encumbrances. Producer to supply Distributor with termination letter 
from any and all expired or terminated distribution agreements.

b)   Producer warrants that it has obtained the necessary music 
synchronization licenses for the exploitation and exhibition of the 
Series as contemplated herein; and that all musical compositions in the 
Series are controlled by ASCAP, BMI or another performing rights 
society haying jurisdiction, or are in the public domain, or are 
controlled by Producer (in which case licenses therefore are hereby 
granted at no cost to Distributor).

<PAGE>

c)   Distributor warrants that it has the right to enter into this 
Agreement. Distributor further warrants that it will not duplicate or 
otherwise reproduce the Series in any manner, nor contractually permit 
any of its sublicensees to do so, except specifically in connection 
with the distribution of the Series as permitted hereunder. Distributor 
will use its reasonable efforts to obtain the return of such items.

8.   INDEMNIFICATION

a)   Each party shall indemnify and hold the other party, such parties 
parent and affiliated entities, licensees, assigns, and their 
respective agents, successors, officers, and employees, harmless from 
and against any and all liabilities, claims, losses, or damages 
(including reasonable attorney's fees and expenses) arising out of or 
in connection with the breach or alleged breach of the indemnifying 
party's representations, warranties, agreements and/or undertakings 
contained herein.

b)   Upon written request of and at the option of the indemnitee, which 
request will be promptly given, the indemnitor will assume the defense 
of any claim, demand or action against such indemnitee and will, upon 
request by the indemnitee, allow the indemnitee to participate in the 
defence thereof, such participation to be at the expense of the 
indemnitee. Settlement by the indemnitee shall be made only with the 
prior written consent of the indemnitor, which consent shall not be
unreasonably withheld.

9.   DEFAULT

Without prejudice to any other rights which either party may have 
against the other, this Agreement may be terminated at the option of 
each of the parties in either of the following events:

a)   If the other party shall be in material default hereunder and 
shall have failed to cure such default within thirty (30) days after 
written notice thereof; or

b)   If the other party shall be adjudicated a bankrupt or make a 
general assignment for the benefit of its creditors.


Distributor shall nevertheless be entitled to receive distribution fees 
due to it in respect of all agreements made by on behalf of the 
Producer between the date of the commencement and termination of rights 
granted hereunder for the term of the series in the Territory.

10.  ERRORS AND OMISSIONS

Producer agrees to obtain errors and omissions insurance covering 
claims in amount acceptable to Distributor in respect of the Series by 
not later than delivery of the Series.

Such errors and omissions insurance shall be in effect for a period of 
five years from the date of delivery and shall name Distributor as an 
additional named insured as its interest may appear, must be issued by 
a recognized insurance company specializing in the issue of errors and 
omissions insurance.

<PAGE>

11.  RETURN OF MATERIALS

At the end of the term of this Agreement, Distributor will destroy or 
return to Producer at Producer's expense the copies of the Series and 
the materials set out in Schedule "B" subject to normal wear and tear. 
In the event that Producer requests the destruction of these materials, 
Distributor will provide Producer with a certificate of destruction of 
the materials.

12.  NOTICES

Any notice required to be given hereunder shall be given in writing and 
delivered personally or sent by prepaid telegram or registered mail to 
each of the parties at their respective addresses hereinabove set forth 
or at such other addresses as any party may hereafter notify the other 
of in such manner. Any notice sent by telegram or by certified mail 
shall be deemed given on the day such notice is given to the telegraph 
office or mailed, as the case may be.

13.  MISCELLANEOUS

This Agreement shall not be construed so as to constitute a partnership 
or a joint venture between the parties hereto, and no party is deemed 
to be the representative or the agent of the other except as herein 
otherwise provided.

14.  APPLICABLE LAW

This Agreement shall be construed according to the laws of the Province 
of Ontario applicable to contracts made and wholly to be performed 
therein.

<PAGE>

15.  BINDING AGREEMENT

This Agreement constitutes and contains the entire understanding 
between the parties and cannot be changed or modified except in writing 
signed by both of the parties hereto.




Please indicate your agreement with the foregoing by signing in the 
space provided below for your signature.

Yours very truly,

PORTFOLIO ENTERTAINMENT INC.

Per:
/s/ Joy Rosen           August 21, 1998
---------------------------------------
    (Distributor)           Date



ACCEPTED AND AGREED TO:

Per:
/s/ Anthony K. Chan     August 21, 1998
---------------------------------------
    (Producer)              Date

<PAGE>

                             SCHEDULE "A"
                             ------------


SERIES:            Kanga Roddy (39 x 30)

TERRITORIES:       World excluding U.S.A. but to include Puerto Rico

RIGHTS:            Television (cable, free, pay, satellite, etc)
                   Non-Theatrical

DISTRIBUTION
FEE:               35% of all gross television and non-theatrical sales
                   In territories where a sub-distributor is used, 
                   combined fees will not exceed 45%




                             SCHEDULE "B"
                             ------------


MATERIALS TO BE SUPPLIED:

A)     1 - Digital Betacam Videotape of each episode. Separate audio
       tracks for music + effects and narration. No blacks.

B)     Synopses of each episode, promotional information and
       presentation reel.

C)     Music cue sheets and production cue sheet.

D)     Selection of at least 10 colour transparencies of Series.

E)     Cast and crew bios.

F)     Post-production script of each episode.

G)     List of residual obligations of series.

H)     Sales One-Sheet.


<PAGE>