EXHIBIT 10.37


                      NON-EXCLUSIVE DISTRIBUTION AGREEMENT

BETWEEN:        Kreative Video Products, Inc.
                21638 Lassen Street, Chatsworth, CA 91311

(hereinafter referred to as "Company") of the one part

AND:            American Champions Media, Inc.
                1694 The Alameda, Suite 100
                San Jose, CA 95126

(hereinafter referred to as "Producer/Artist") of the other part

DATED:          8  21, 1998

WHEREAS:

The Producer/Artist is the sole copyright owner for the Licensed 
Territory (as hereinafter defined) of the Programs (as hereinafter 
defined) and has agreed with the Company who together with its 
subsidiaries, affiliates and licensees is a distributor of such 
programs in the Licensed Territory to grant non-exclusively to the 
Company all of the rights and privileges hereinafter defined.

I. TERM

(a) The term (hereinafter referred to as `term') of this Agreement 
shall consist of an initial period of ONE (1) year commencing as of the 
date of this Agreement (the first contract period) plus the additional 
`contract period', if any, by which the term may be extended by mutual 
written agreement of the parties.

(b) Producer/Artist hereby grants to the company, on a non-exclusive 
basis, the right to distribute, including but not limited to seeking 
purchase orders from buyers, the program on video cassette within the 
territory as defined below. Upon receipt of a purchase order, and 
subsequent payment of purchase order, from a buyer directed to 
Producer/Artist through the Company, Producer/Artist agrees that any 
further purchase orders from that particular buyer or the company he or 
she works for will be credited to the Company account per the terms of 
this Agreement for a period of (12) twelve months from the date of that 
particular purchase order.

2. TERRITORY

The expression `Licensed Territory' shall in this Agreement mean North 
America which includes the US, Canada, Mexico, and Hawaii.


3. PROGRAMS

The rights granted hereunder by the Producer/Artist are for the 
following programs:

       Joe Montana.    The Strong Mind, Fit Body Workout.

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4. PRODUCER/ARTIST WARRANTIES

The Producer/Artist hereby warrants, undertakes and represents that:

(a) The Producer/Artist has full and unencumbered right, power and 
authority to enter into and fully perform this Non-Exclusive Agreement 
and to grant all rights herein granted to the Company.

(b) The Producer/Artist shall be responsible for duplicating, shipping 
and invoicing customers once the distributor has provided purchase 
orders.

(c) The Producer/Artist accepts responsibility for any and all third 
party payments related to the production of the programs including but 
not limited to synchronization rights, musical copyrights, talent fees 
and union/guild residuals.

(d) Left out intentionally.

(e) Neither the `Materials' nor any use of the material by the Company 
will violate or infringe upon the rights of any person, company or 
corporation. `Materials' as used in this sub-paragraph shall mean any 
musical, artistic and literary materials, ideas and other intellectual 
properties furnished by the Producer/Artist and contained in or used
in connection with any video made or other exploitation thereof.

(f) The Producer/Artist shall not enter any agreement which would 
interfere with the full and prompt performance of their obligations 
hereunder.

(g) Left out intentionally.

(h) The Producer/Artist will at all times defend, indemnify and hold 
harmless the Company and any licensees of the Company from and against 
any and all claims, damages, liabilities, costs and expenses, including 
but not limited to all legal expenses and counsel fees arising out of 
any breach by the Producer/Artist of any warranty, representation or 
agreement made by the Producer/Artist hereunder.

(i) The Producer/Artist agrees that in the event illicit, non-
authorized copies of the Programs are discovered in the Licensed 
Territory, Producer/Artist shall cooperate with the Company or its 
licensees in any action which the Company wishes to institute against 
such infringes of the rights granted to the Company hereunder. 
Similarly, the Company agrees to cooperate with the Producer/Artist in 
the event the Producer/Artist desires to institute proceedings against 
such infringes.

5. Commission

The Producer/Artist shall pay to the company $1.00 (one dollar) for 
each video cassette bought and paid for. The Producer/Artist is not 
responsible for paying commissions until the Producer/Artist has been 
paid by the customer. However, Producer/Artist must use it's full 
endeavors to be paid promptly.


6. ACCOUNTING

True and correct accounts shall be kept by the Producer/Artist in 
respect of all sales and income generated by rights granted hereunder 
and a statement of commissions calculated to be due to the Company as 
of the 3Oth of the following month.

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7. NOTICE

(a) Except as otherwise specifically provided herein, all notices 
hereunder shall be in writing and shall be given by registered or 
certified mail or telegraph (prepaid) at the respective addresses 
hereby set forth or such other addresses as may be designated by either 
party. Such notice shall be deemed given when mailed or delivered to a 
telegraph's office, except that notice of change of address shall be 
effective only from the date of its receipt.

(b) A copy of all notices given by Producer/Artist must be sent to the 
office:  as above.

(c) A copy of all notices given by Company to Producer/Artist must be 
sent to the office of:  at the above address.

8. MISCELLANEOUS

(a) This Agreement contains the entire understanding of the parties 
hereto relating to the subject matter hereof and cannot be changed or 
terminated by the Producer/Artist or the Company except by an 
instrument signed by an Officer of the Company and the Producer/Artist. 
Any waiver made by either party of any term or condition of this 
Agreement in any instance shall not be deemed or construed as a waiver 
of such term or condition for the future, or of any subsequent breach 
thereof. All remedies, rights, undertaking, obligations and agreements 
contained in this Agreement shall be cumulative and none of them shall 
be in limitation of any other remedy, right, undertaking,
obligation or agreement of either party.

(b) Nothing in this Agreement is to be construed as establishing a 
relationship of employer-employee, joint venture, partnership, or 
otherwise, and both parties are considered as independent contractors.

(c) No breach of this Agreement on the part of either party shall be 
deemed material unless the non-breaching party shall have given the 
breaching party notice of such breach and the breaching party shall 
fail to discontinue the practice complained of or otherwise cure such 
breach, within thirty (30) days after receipt of such notice, if such 
breach is reasonably capable of being cured within the thirty (30) day 
period, or otherwise if the party proceeds with reasonable diligence to 
complete the curing of such breach.

9. APPLICABLE LAW

(a) This Agreement has been entered into in the State of California and 
the validity, interpretation and legal effect of this Agreement shall 
be governed by the laws of the State of California applicable to 
contracts entered into and performed entirely within the State of 
California, with respect to the determination of any claim, dispute or  
disagreement which may arise out of the interpretation, performance, or 
breach of this Agreement.

(b) If any part of this Agreement shall be determined to be invalid or 
unenforceable by a court of competent jurisdiction or by any other 
legally constituted body having jurisdiction to make such 
determination, the remainder of the Agreement shall remain in full 
force and effect.

10. TERMINATION

In the event that the Company files for Bankruptcy protection, this 
Agreement becomes null and void and all rights granted to the Company 
revert back to the Producer/Artist.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as 
of the day and year first written above.


For and on behalf of                      For and on behalf of
Kreative Video Products, Inc.             American Champion Media, Inc.

/s/ Philip Knowles                        /s/ Anthony K. Chan
------------------                        --------------------
PHILIP KNOWLES                            ANTHONY K. CHAN
President, CEO                            CEO


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