EXHIBIT 10.28
CORPORATE FINANCE
DEPARTMENT

                                                        April 24, 1998

Mr. Anthony Chan
President and CEO
American Champion Entertainment, Inc.
26203 Production Ave., Suite 5
Hayward, CA  94545

Dear Mr. Chan:

        This is to confirm our understanding that American Champion 
Entertainment, Inc. (the "Company") engaged JW Charles Securities, Inc. 
("JWC") beginning on or about April 24, 1998, to act as finder, on the  terms
and conditions set forth below (the "Agreement"), in connection  with the sale
of up to $3.0 million of the Company's securities (the  "Securities") to
certain investors.

        1.      The Company hereby confirms the appointment of JWC to act  as
finder in connection with the Company's proposed sale of  the Securities. The
placement and all sales of the  Securities shall be made directly by the
Company to the  purchasers pursuant to agreements entered into by the 
purchasers and the Company.

        2.      As compensation for JWC's services hereunder, the Company  will
pay to JWC a cash fee equal to seven percent (7%) of  the aggregate purchase
price of the Securities purchased by  or through any investor or intermediary
identified to the  Company by JWC in Addendum A hereto (a "JWC Purchaser"), 
which Addendum may be revised from time to time during the  term of this
Agreement, less the amount of any finder's fee  payable by the Company to such
intermediaries in connection  with the sale of the Securities. The Company
shall pay each  cash fee owed to JWC hereunder upon the closing of the 
transaction with a JWC Purchaser for which the cash fee is  earned, and it
shall and hereby does authorize the escrow  agent for each such transaction to
deduct from the  aggregate purchase price of the Securities purchased by a  JWC
Purchaser the entire amount of all cash fees so owed  and to pay that amount
directly to JWC upon the closing of  the transaction. The Company shall also
cause the escrow  agreement to require for the breaking of escrow with  respect
to a JWC Purchaser the consent of JWC, which  consent shall not be unreasonably
withheld and whose  consent shall be on its own behalf and in its own interest 
only, and not on behalf of or as representative or agent  for any purchaser or
other party.

        In addition, upon the closing of the transaction contemplated herein,
the Company shall issue to JWC through  escrow a warrant entitling JWC or its
designees to purchase  75,000 shares (less the amount of such rights issuable
to  intermediaries identified in Addendum A), subject to  broadbased
anti-dilutive adjustment, of the Company's  common stock at a price per share
equal to one hundred  fifteen percent (115%) of the closing market price per
such  share on the date of such transaction, subject to  broadbased
anti-dilutive adjustment (the "Warrant"). The  Company agrees to grant to
holders of the Warrant the same  registration rights with respect to the common
shares  underlying the Warrant as the Company grants to purchasers  of the
Securities.  The expense of filings with respect to  such rights shall be borne
by the Company.  The Warrant  shall be exercisable immediately, shall provide
for  unlimited "piggyback" registration rights and shall expire  3 years from
the date of its issuance.  The form of the  Warrant shall be subject to JWC's
final review and  approval, which shall not be unreasonably delayed or 
withheld.

All information, whether oral or written, given by JWC to  the Company in
connection with this Agreement, including  but not limited to the identities of
sources and prospects  that JWC may introduce, is intended solely for the
benefit  and use of the Company in considering the introduction or  transaction
to which it relates, and the Company agrees  that no person or entity other
than the Company shall be  entitled to make use of any information of JWC to be
given  hereunder, and no such information shall be used by the  Company for any
other purpose or reproduced, disseminated,  quoted or referred to by the
Company in communications with  third parties at any time, in any manner or for
any  purpose, nor may the Company make any public reference to  JWC or use
JWC's name in any annual report or any other  report or release of the Company
without JWC's prior  written consent, except that the Company may, without
JWC's  further consent, disclose this Agreement (but not  information provided
to the Company by JWC) in the  Company's filings with the Securities and
Exchange  Commission, if such disclosure is required by law.

        3.      The Company agrees with JWC that:

                (a)     The Company will furnish JWC with such information, 
including financial statements, with respect to the  business, operations,
assets and liabilities of the  Company as JWC may reasonably request for use in
connection with its services as a finder hereunder.   JWC may rely upon the
accuracy and completeness of  all such information without independent 
verification.  

                (b)     The Company will be solely responsible for the 
contents of the disclosure materials and all other  written and oral
communications provided to any  actual or prospective purchaser of the
Securities  with the approval of the Company, and the Company  represents and
warrants that the disclosure materials  and such other communications will not,
as of the  date of the offer or sale of the Securities, contain  any untrue
statement of a material fact or omit to  state a material fact required to be
stated therein  or necessary in order to make the statements therein,  in light
of the circumstances under which they were  made, not misleading.  The Company
authorizes JWC to  deliver the disclosure materials and such other 
communications to prospective purchasers of the  Securities on behalf of the
Company; provided,  however, that by making any such delivery, JWC shall  not
be deemed to have verified or warranted the  accuracy or completeness thereof
or to have assumed  any responsibility therefore, and JWC shall be  entitled to
disclaim any such implication.

                (c)     The Company has been and will continue to be 
represented by responsible legal counsel of its own  choice, capable in
particular of giving experienced  and competent advice concerning the laws,
rules and  regulations administered by the U.S. Securities and  Exchange
Commission, and of opining to the effect  that the Company has complied and
will continue to  comply with all requirements promulgated pursuant to  the
Securities Act of 1933, as amended (the "Act"),  and related state and federal
laws.

                (d)     The Company will take any action JWC may request from 
time to time to ensure that the offer and sale of the  Securities fully
complies with the Act and all  applicable laws.

                (e)     Prior to the closing of the sale of the Securities  and
the breaking of escrow, the Company shall provide  to JWC, at its corporate
headquarters (located at 980  North Federal Highway, Suite 310, Boca Raton, FL 
33432, attention: Richard Dunton, Vice President --  Investment Banking) the
following materials:

                (i)     a list identifying all JWC Purchasers, and the  amounts
so purchased;

                (ii)    two copies of all documents exchanged and  agreements
by and between the Company and such JWC  Purchasers; 

                (iii)   an acknowledgment substantially in the form  attached
hereto as Addendum B, signed by JWC  Purchaser, unless such signed
acknowledgment was  earlier received by JWC

                (iv)    the form of the Warrant proposed to be issued  pursuant
to paragraph 2 hereof.

        4.      JWC and the Company hereby acknowledge that JWC is an 
independent contractor acting only as a finder for the  purpose of making
introductions to the Company of persons  who may be interested in purchasing
the Securities as  contemplated by this Agreement. The Company further 
acknowledges that JWC does not and will not make, and that  the Company shall
not have the benefit of, any warranties,  either express or implied, with
respect to the character,  propriety or financial ability of any person or
entity that  JWC may introduce, or with respect to any transaction 
contemplated hereunder. The Company agrees that JWC shall  have no
responsibility to perform any due diligence with  respect to any introduction
or transaction contemplated  hereunder, and that the conduct of all such due
diligence  shall be entirely the Company's responsibility.  It is  expressly
understood that, if the Company shall request  financial advisory services from
JWC that extend beyond its  limited activities as a finder, such as providing a
"fairness opinion" or performing independent  investigation, then additional
compensation will become due  and payable to JWC for amounts to be negotiated
prior to  the performance of such services. Nothing herein shall be  construed
to obligate JWC to make a market in the Company's  securities or to produce
research reports or make  recommendations concerning the Company's securities
for  dissemination to public investors or any other prospective  purchasers of
the Company's securities or to any other  third parties.

        5. If, in connection with the services or matters that are the subject
of this Agreement, any "Indemnified Person" (as  hereafter defined) becomes
involved in any capacity in any  lawsuit, claim or other proceeding, the
Company shall  immediately reimburse such Indemnified Person for all legal  and
other expenses reasonably incurred by such Indemnified  Person in connection
with investigating, preparing to  defend and defending such lawsuit, claim or
other  proceeding. The Company also agrees to indemnify such  Indemnified
Person from and hold it harmless against all  losses, claims, damages,
liabilities and expenses to which  such Indemnified Person may become subject
(i) arising out  of or based upon any untrue statement or alleged untrue 
statement of a material fact contained in any disclosure  materials or any
other written or oral communication  provided to any actual or prospective
purchaser of the  Securities by the Company or arising out of or based upon 
the omission or alleged omission to state therein a  material fact required to
be stated therein or necessary in  order to make the statements therein, in
light of the  circumstances under which they were made, not misleading or  (ii)
arising in any manner out of or in connection with the  services or matters
which are the subject of this  Agreement, including, without limitation, the
offer and  sale of the Securities; provided, however, that the Company  shall
not be liable under clause (ii) of this subparagraph  in respect of any loss,
claim, damage, liability or expense  to the extent that it is finally
judicially determined by a  court of competent jurisdiction that such loss,
claim,  damage or liability resulted directly from the gross  negligence or
intentional misconduct of JWC in the  performance of its services hereunder.

       The Company agrees that the indemnification and reimbursement
commitments set forth in this paragraph 5:   (A) shall apply whether or not any
Indemnified Person is a  formal party to any such lawsuit, claim or other
proceeding  and that such Indemnified Person is entitled to retain  separate
counsel of its choice in connection with any of  the matters to which such
commitments relate; (B) are in  addition to any liability that the Company may
otherwise  have to any Indemnified Person; and (C) shall be binding  upon and
inure to the benefit of any successors, assigns,  heirs and personal
representatives of the parties and all  Indemnified Persons.  The Company
agrees that, unless a  final judicial determination is made to the effect 
specified in the proviso to clause (ii) in the preceding  subparagraph, then
any settlement of a lawsuit, claim or  other proceeding against the Company
arising out of the  transactions contemplated by this agreement which is 
entered into by the Company shall include a release for the  benefit of all
Indemnified Persons from the party bringing  such lawsuit, claim or other
proceeding, which release  shall be subject to the advance approval of JWC. 
The  Company further agrees that no Indemnified Person shall  have any
liability (whether direct or indirect, in  contract, tort or otherwise) to the
Company in connection  with JWC's engagement hereunder, except for such losses,
claims, damages and liabilities incurred by the Company  that are finally
judicially determined by a court of  competent jurisdiction to have resulted
directly from the  gross negligence or intentional misconduct of such 
Indemnified Person.  For purposes of this Agreement, the  term "Indemnified
Person" shall mean each of JWC and any  controlling person, affiliate,
director, officer, employee  or agent of JWC.                                 

        The Company and JWC agree that if indemnification or reimbursement
sought pursuant to this paragraph 5 is  finally judicially determined by a
court of competent  jurisdiction to be unavailable, then, the Company and JWC 
is the Indemnified Person, the Company and JWC shall  contribute to the losses,
claims, damages, liabilities and  expenses for which such indemnification or
reimbursement is  held unavailable (i) in such proportion as is appropriate  to
reflect the relative benefits to the Company, on one  hand, and JWC on the
other hand, in connection with the  transactions to which such indemnification
or reimbursement  relates, or (ii) if the allocation provided by clause (i) 
above is not permitted by applicable law, in such  proportion as appropriate to
reflect not only the relative  benefits referred to in clause (i) but also the
relative  faults of the Company, on the one hand, and JWC on the  other, as
well as any other equitable considerations;  provided, however, that in no
event shall the amount to be  so contributed by JWC exceed the amount of the
fee actually  received by JWC hereunder.

        6.      JWC will not have any rights or obligations in connection with
the placement of the Securities contemplated by this  Agreement except as
expressly provided in this Agreement.   In no event shall JWC be obligated to
purchase the  Securities for its own account.  The Company shall have no 
obligation to sell any Securities, to any JWC Purchaser or  otherwise.

        7. The term of JWC's appointment and authorization hereunder shall
extend from the date hereof through July 31, 1998.  The provisions of
paragraphs 2, 4, 5, 8 and this paragraph  7 shall survive any termination of
this Agreement. If  during a period of twelve (12) months following such 
termination, the Company sells any of the Securities or  other securities of
the same or a similar class as the  Securities through a placement to
purchasers which were  introduced to the Company by JWC in its capacity as
finder  hereunder, then the Company shall pay to JWC upon the  completion of
such a sale a fee equal to the fee equal to  the fee which would have been
payable to JWC pursuant to  paragraph 2 if the sale occurred during the term of
JWC's  appointment and authorization hereunder.

        8. The Company represents that there is no other person or entity that
is entitled to a finder's fee, other than  intermediaries identified in
Addendum A that may be so  entitled, or any type of brokerage commission in
connection  with the transactions with JWC Purchasers contemplated by  this
Agreement as a result of any agreement or  understanding with it, and the
Company further agrees not  to enter into such agreement or understanding
during the  term of JWC's engagement hereunder.          

        9.  This Agreement may be executed in any number of counterparts by the
parties hereto in separate counterparts  (with a telecopied facsimile of a
party's signature being  sufficient to bind such party), and each of which 
counterparts when so executed shall be deemed to be an  original and all of
which taken together shall constitute  one and the same agreement.

        10. This Agreement shall be construed according to the laws of  the
State of Florida and subject to the exclusive  jurisdiction of the courts of
said state, without  application of the principles of conflicts of laws.  The 
expenses of the non-breaching party in connection with any  litigation
undertaken to enforce or remedy a breach of this  agreement, including
reasonable attorney's fees, shall be  borne by the breaching party.

        If the foregoing correctly sets forth the entire understanding  and
agreement between JWC  and the Company, please so indicate by signing in the
space provided  for that purpose below.

                                           Very truly yours,

                                           JW CHARLES SECURITIES, INC.
                                           By:     /s/ Richard D. Dunton
                                           Name:   Richard D. Dunton
                                           Title:  VP - Corporate Finance Group


Agreed and accepted this 24th day          
of April, 1998.


AMERICAN CHAMPION ENTERTAINMENT, INC.
By:     /s/ Anthony K. Chan
Name:   Anthony K. Chan
Title:  President & CEO 


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