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                                                                EXHIBIT 10.17(e)


         FIFTH AMENDMENT TO MASTER PURCHASE ORDER ASSIGNMENT AGREEMENT

     This Fifth Amendment to that certain Master Purchase Order Assignment
Agreement (the "Amendment") is made as of the 16 day of August, 2001, among
TRANSCAP TRADE FINANCE, an Illinois general partnership (the "Contractor") and
BAM! ENTERTAINMENT, INC., a Delaware corporation (the "Manufacturer").

                                  WITNESSETH:

     WHEREAS, the Contractor and the Manufacturer are parties to that certain
Master Purchase Order Assignment Agreement dated as of February 25, 2000 (the
"Purchase Order Agreement"), as amended from time to time;

     WHEREAS, the Contractor and the Manufacturer desire to amend the Purchase
Order Agreement as set forth herein;

     NOW, THEREFORE, in consideration of the premises and the payment of the
Extension Fee (as defined below), the receipt and sufficiency of which is
hereby acknowledged by each of the Contractor and the Manufacturer, the parties
hereto hereby agree as follows:

     1.   Section 3(b)(iii) of the Purchase Order Agreement is hereby deleted
in its entirety, and in lieu thereof there is inserted a new Section 3(b)(iii)
as follows:

          (iii)  Upon the purchase of Materials required for the P.O., or upon
          any other advance of funds in connection with the P.O., the
          Contractor's aggregate outstanding funding pursuant to this Agreement
          shall not exceed the sum of $5,000,000 (increased to $10,000,000
          between August 16, 2001 and March 31, 2002);

     2.   Manufacturer shall pay Contractor a fee in the sum of $50,000.00. The
fee is deemed by the parties to have been earned by the Contractor upon the
signing of this Amendment. The fee shall be collected by Contractor out of the
next payments received by Contractor on account of Accepted P.O.'s.

     3.   This Amendment constitutes an amendment to the Purchase Order
Agreement, and except to the extent inconsistent herewith, the parties hereby
reconfirm the Purchase Order Agreement, and each of the other agreements,
instruments and documents heretofore executed and delivered in connection
therewith, in their entirety, all of which shall remain in full force and
effect.

     4.   This Amendment will not be effective until each of the persons set
forth on Addendum III of the Purchase Order Agreement shall have executed an
acknowledgment to the Guaranty previously executed by such persons, in form and
substance satisfactory to Contractor.

     5.   This Agreement may be executed in one or more counterparts, each of
which taken together shall constitute one and the same instrument, admissible
into evidence. Delivery of an executed counterpart of this Agreement by
facsimile shall be equally as effective as delivery of a manually executed
counterpart of this Agreement. Any party delivering an executed counterpart of
this Agreement by facsimile shall also deliver a manually executed counterpart
of this Agreement, but the failure to deliver a manually executed counterpart
shall not affect the validity, enforceability, and binding effect of this
Agreement.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.

TRANSCAP TRADE FINANCE

By:   /s/ MICHAEL SEAR
     ---------------------------------------
Its:  Exec. Vice President
     ---------------------------------------

BAM! ENTERTAINMENT, INC.

By:   /s/ RAYMOND C. MUSCI
     ---------------------------------------
      Its: President



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                          ACKNOWLEDGMENT OF GUARANTOR

The undersigned hereby acknowledges receiving and reviewing that certain Fifth
Amendment to that certain Master Purchase Order Assignment Agreement (the
"Amendment"). The undersigned, by its execution hereof, hereby agrees that the
Guaranty previously executed by him shall remain in full force and effect and
that all references in said Guaranty to the Master Purchase Order Assignment
Agreement shall be deemed to refer to the Master Purchase Order Assignment
Agreement as amended by the Amendment.

Dated: August 16, 2001

                                             /s/ RAYMOND C. MUSCI
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                                             Raymond C. Musci