EXHIBIT 10.3


                                DATE 18 MAY 2004


                        PERSISTENCE OF VISION SDN BHD (1)


                           PEAK ENTERTAINMENT LTD (2)


                   -------------------------------------------
                           AGREEMENT FOR THE PROVISION
                            OF CO PRODUCTION SERVICES
                     RE: "MONSTER IN MY POCKET - THE QUEST"
                   -------------------------------------------

<PAGE>

THIS AGREEMENT is made the 18th day of May 2004

BETWEEN

(1)      Persistence   of  Vision  Sdn  Bhd,  LG  Floor,   Faculty  of  Creative
         Multimedia,  Multimedia University,  Jalan Multimedia, 63100 Cyberjaya,
         Malaysia  ("POV")  (which  expression  shall include its  successors in
         title and assigns) and;
(2)      PEAK  ENTERTAINMENT  LIMITED of Bagshaw Hall,  Bagshaw Hill,  Bakewell,
         Derbyshire, DE45 1DL ("PEAK") (a company incorporated under the laws of
         the United Kingdom)

WHEREAS

(A)      PEAK wishes POV to  co-produce  an animated  television  programme  for
         children  provisionally entitled "Monster in my Pocket - The Quest" and
         comprising 26 episodes each having an episodic  commercial  slot length
         of 30 minutes inclusive of titles and credits,  22 minutes of animation
         excluding  titles  and  credits  as set out in  EXHIBIT  A  "Production
         Services"
(B)      POV wishes to carry out such  co-production work in accordance with the
         requirements of this Agreement.

NOW IT IS HEREBY AGREED as follows:-
     DEFINITIONS

         In this  Agreement,  the  following  words and phrases  should have the
following meanings:

        "the Cashflow"              the  cashflow  of the POV Budget (as defined
                                    below) set out in Exhibit B;

        "POV Representative"        Alice Dizon Manuel or their designee;

        "the PEAK Materials"        the  material to be delivered by PEAK to POV
                                    identified in paragraph 2 of Exhibit A;

        "the Delivery Materials"    the  delivery   materials  which  POV  shall
                                    deliver  to PEAK set out in  paragraph  4 of
                                    Exhibit A;

        "PEAK's Representative"     Phil Ogden or their designee;

        "the Production Schedule"   the delivery milestones and payment schedule
                                    for the provision of the Production Services
                                    (as defined  below) set out in Exhibit A and
                                    payments from PEAK to POV  corresponding  to
                                    the  deliveries  from POV to PEAK set out in
                                    Exhibit C (1) & (2);

        "the Production Services"   the  production  services  to be provided by
                                    POV as set out in Exhibit A;

        "the POV Budget"            the budget agreed as set out in Exhibit B;

        "the Specifications"        the specifications set out in paragraph 1 of
                                    Exhibit A;


                                        1
<PAGE>

        "Creative Retakes"          Retakes   to  digital   layout,   animation,
                                    special  effects,  lighting  or  compositing
                                    that   deviate  from   storyboards   or  any
                                    reference   materials   supplied   by  PEAK,
                                    excluding minor timing alterations;

        "Technical Retakes"         Retakes   to  digital   layout,   animation,
                                    special  effects,  lighting  or  compositing
                                    necessitated  by  original  take  by POV not
                                    conforming   to    storyboards,    broadcast
                                    specification  or  any  reference  materials
                                    supplied by PEAK.

1.       TERMS AND RIGHTS

         1.1.     PEAK has prepared a cashflow budget for the pre-production, CG
                  animation production and post-production ("Production Budget")
                  and a production  schedule for the Series.  Subject to further
                  agreement, the Production Budget shall be US$7,100,000. The CG
                  animation  production  schedule has been agreed by the parties
                  hereto.

                  1.1.1.   PEAK Shall;

                  (a)      contribute, unless further financing be procured from
                           other co-production parties, US$100,000 financing per
                           episode to the CG Animation Production Budget (by way
                           of  cash  and/or  deferment  of  pre-production   and
                           post-production fees);

                  (b)      pay the US$  100,000,  if by way of cash,  as per the
                           Production Schedule as set out in Exhibit C(1) & C(2)
                           & D;

                  (c)      be charged any interest  incurred by POV, as a result
                           of receiving  loan funds from  Malaysia Debt Ventures
                           (MDV) or any bank and the  interest  charges  will be
                           billed to PEAK and payable to POV on a monthly basis;

                  (d)      be   responsible   for   the    pre-production    and
                           post-production  work of the Series and shall receive
                           US$148,077  per  episode  for  its  work  out  of the
                           Production Budget;

                  (e)      recoup the contribution  and/or deferment from future
                           proceeds  in  position  to  be   negotiated   by  all
                           co-production parties, including the parties hereto;

                  (f)      subject  to  the  ownership  to be  shared  by  other
                           co-production parties who contribute to the financing
                           of the Production  Budget,  own 90.9% of the right of
                           the  Series  and  receive   90.9%  of  worldwide  Net
                           Proceeds from all sources and in perpetuity;

                  (g)      subject to distribution rights to be granted to other
                           parties,  be  designated  as the sole  and  exclusive
                           worldwide   distributor  of  all  exploitable  rights
                           regarding the Series.

                  (h)      furnish POV with  scripts,  model pack (to include 13
                           main  character  models,   all  secondary   character
                           models,  3 vehicle  models,  all main  props,  8 main
                           locations, colour keys and key backgrounds), exposure
                           sheets,  audio  tapes  (and/or CD audio)  with edited
                           dialogue and all other pre-production materials up to
                           timed or slugged storyboards.

                  (i)      shall pay the  progress  payments,  as per the agreed
                           Production  Schedule,  in the event  the MDV  funding
                           does not come through.

                  (j)      in the event Peak can not pay the  progress  payments
                           and  the   project  is   terminated,   Peak  will  be
                           responsible for paying for the total cost of the work
                           done at the  date of the  termination  and all  costs
                           associated with the work,  including all hardware and
                           software purchased specifically for this series.


                                        2
<PAGE>

         1.1.2.   POV Shall;

                  (a)      contribute to delivering the 3-minute  trailer and to
                           US$25,000  financing  per episode to the CG Animation
                           Production  Budget in  accordance  to the schedule of
                           the  Production  Budget;

                  (b)      be responsible  for CG production of the Series based
                           on the  Property  and  the  pre-production  materials
                           supplied  by PEAK and shall  receive  US$100,000  per
                           episode by stages for its CG  production  work out of
                           the  Production   Budget.  The  CG  animation  to  be
                           produced  thereof  shall not be  sub-standard  to the
                           quality of the 3-minute trailer;

                  (c)      commence  the CG animation  production  of the series
                           and  receive  50%  downpayment  of the  fee to do the
                           set-ups,  upon  signing  of the  agreement  and shall
                           further  receive  the  balance  of the  CG  animation
                           production  fees depending on stages of completion as
                           set out in Exhibit C(1) & C(2). If for any reason the
                           full  production  does not commence past the delivery
                           of the  trailer,  POV will invoice  PEAK,  US$187,000
                           plus any costs to cover the production  completion of
                           the 3-minute  trailer and any "Additional  Production
                           Services" and PEAK agrees to pay in full.

                  (d)      recoup  the  contribution  from  future  proceeds  in
                           position to be negotiated  by all parties,  including
                           the parties hereto;

                  (e)      own 9.1% of the Series, receive 9.1% of worldwide Net
                           Proceeds from all sources and in perpetuity.

         1.1.3.   Net Proceeds

                           "Net  Proceeds"  as used  herein,  shall  mean  gross
                           receipts from  exploitation  of the Series in any and
                           all   media   (whether   now   known   or   hereafter
                           discovered),  including  merchandising  and licensing
                           relating to the Series,  in all  territories,  and in
                           perpetuity,  less (a) distribution  fees and expenses
                           (to  be  agreed  in   formal   agreement),   (b)  the
                           Production  Budget  including all  deferments and (c)
                           marketing   expenses   (to  be   agreed   in   formal
                           agreement).  For the avoidance of doubt, Net Proceeds
                           shall  include any revenue or proceeds  arising  from
                           any sale or assignment of any rights  (including  but
                           not limited to merchandising and broadcasting rights)
                           generated from or associated with the Series.

2.       PRODUCTION SERVICES

         2.1      POV shall  provide  and  supply  to PEAK all the CG  Animation
                  Production  Services to enable the  Programmes  (as defined in
                  Exhibit A) to be produced in  accordance  with this  Agreement
                  and the  Specifications.  All dates and time  periods  for the
                  provision of the  Production  Services  shall be in accordance
                  with the Production Schedule.

         2.2      PEAK undertakes to supply to POV the PEAK Materials  according
                  to the dates stated on the  production  schedule to enable POV
                  to undertake  the CG  Animation  Production  Services.  Should
                  there  be  any  delay  in  PEAK's  delivery  of  the  complete
                  Pre-Production Materials (defined as PEAK's Materials) of each
                  and every episode to POV,  then POV shall have the  equivalent
                  additional   time  to  deliver  the   corresponding   and  the
                  subsequent episodes, due to this delay.

         2.3      POV shall be entitled  to give  comments to PEAK in respect of
                  the PEAK  Materials and PEAK agrees to give  consideration  to
                  such comments in good faith within (48) hours.

         2.4      If PEAK  requires  POV to supply  services  or  facilities  in
                  addition  to or  different  from  those  mentioned  in  the CG
                  Animation Production Services for the 3-minute trailer and for
                  the 26-episode series or require an alteration or extension to
                  the Production  Schedule or alterations to previously approved
                  items   ("Additional   Production   Services"   and  "Creative
                  Retakes")  it is agreed  that POV will  notify  PEAK that such
                  services   constitute   Additional   Production  Services  and
                  Creative Retakes. POV shall submit to PEAK within (7) calendar
                  days a quotation of the cost and the additional  time required


                                        3
<PAGE>

                  to deliver said  Additional  Production  Services and Creative
                  Retakes.  Provided  PEAK shall  have  given its prior  written
                  consent to POV,  within (7) calendar  days,  POV will do so in
                  accordance with the agreed  quotation.  If such consent is not
                  received  by POV  as per  agreed  stipulated  timeline,  it is
                  deemed that consent is not provided by PEAK.

         2.5      It  is  understood  that  the  cost  of  any  such  Additional
                  Production  Services and Creative Retakes  (strictly as agreed
                  in advance in writing by PEAK in  accordance  with clause 2.4)
                  will be an additional cost ("Additional  Cost") over and above
                  the POV Budget for the CG Animation Production  Services.  The
                  Additional Cost(s) will be invoiced by POV and paid by PEAK at
                  such  installments  (50% downpayment upon confirmation of cost
                  and 50% balance upon completion of said Additional  Production
                  Services  and  Creative  Retakes),  as PEAK and POV shall have
                  agreed  at  the  time  of  the  request  for  the   Additional
                  Production Services and Creative Retakes.

         2.6      PEAK shall pay for Creative  Retakes at a rate  equivalent  to
                  US$  50.00 per  second  for  animation  only and US$ 75.00 per
                  second for digital layout, animation, VFX, compositing.

         2.7      POV shall not change any element of the Production Services or
                  Specifications without the prior written consent of PEAK.

3.       APPROVALS AND DELIVERY

         3.1      POV shall  submit the  materials  specified  in paragraph 5 of
                  Exhibit  A  to  PEAK  for  approval  in  accordance  with  the
                  timetable specified therein.

         3.2      POV undertakes to carry out any Technical Retakes requested by
                  PEAK, which are not Additional Production Services or Creative
                  Retakes.  Such  Technical  Retakes  shall be undertaken by POV
                  within the reasonable period of time specified by PEAK and the
                  appropriate   material   shall  be  resubmitted  to  PEAK  for
                  approval.

         3.3      All such  Technical  Retakes  carried  out by POV  during  the
                  approval process shall be at POV's cost.

         3.4      All  transportation  and  delivery  expenses  incurred  in the
                  approval process shall be borne by the sender.

         3.5      In the event that PEAK does not approve the relevant  material
                  after the first  re-submission  by POV, PEAK shall be entitled
                  to carry out any such modifications at its expense.

         3.6      Delivery  of  Delivery  Materials  to  PEAK  shall  be made to
                  Bagshaw Hall, Bagshaw Hill. Bakewell,  Derbyshire, DE45 1DL or
                  such other address as PEAK shall notify POV of in writing,  on
                  or  before  the  Delivery  Dates  set  out in  the  Production
                  Schedule and time is of the essence.

         3.7      PEAK shall give  notice in writing to POV within (7)  calendar
                  days of the delivery of the last item(s)  forming the Delivery
                  Materials  confirming  either  that  PEAK  have  accepted  the
                  Delivery   Materials   ("Acceptance")  or  that  the  Delivery
                  Materials  or any part  thereof  does not meet the  Production
                  Services as  specified  in Exhibit A together  with details of
                  such  defects,  and  confirmation  as to whether PEAK requires
                  replacement thereof ("Rejection"). Any such replacement, which
                  is required to conform to the terms of this  Agreement,  shall
                  be carried out by POV at POV's  expense  expeditiously  and to
                  such  timetable,  as  PEAK  shall  reasonably  require.  If no
                  written  notice of acceptance  or  rejection,  of the Delivery
                  Materials,  is received by POV within (7) calendar  days,  POV
                  shall deem this as acceptance of PEAK.


                                       4
<PAGE>

         3.8      Any  acceptance by PEAK of late or incomplete  delivery  shall
                  not  constitute a waiver of any of PEAK's rights in respect of
                  such late or incomplete delivery.

         3.9      In the event of the Producer and/or Director  (representative/
                  designated supervisor from PEAK) (as defined and identified in
                  Exhibit  A) being  unable  to  participate  in  every  episode
                  forming part of the  Programmes,  PEAK shall procure  suitable
                  replacement(s)  which shall be  confirmed by mutual good faith
                  agreement of both POV and PEAK.

         3.10     Approvals from PEAK shall constitute  acceptance of completion
                  of all  stages  of  production  as  stated  in the  Production
                  Schedule.

         3.11     All the costs  incurred  by the PEAK's  designated  supervisor
                  including  salaries,  tax,  transportation,  accommodation and
                  other incidental costs will be fully borne by PEAK.

         3.12     POV shall  deliver to PEAK daily  "Previews"  of the animation
                  synchronised  with dialogue of each Episode on POV's FTP site.
                  Previews means animation preview without lighting,  rendering,
                  SFX and  compositing in QuickTime or Avi file.  PEAK will then
                  provide POV with a daily  approval  and retakes  list (if any)
                  within two working days and approvals will be given by PEAK to
                  POV within 2 working days from the FTP delivery date and time.

4.       PAYMENT OF POV BUDGET

         4.1      Subject to Clauses 14, 15 and 17 hereunder  and subject to POV
                  complying  with its  obligations  under this  Agreement,  PEAK
                  shall pay to POV sums  contributing  towards the POV Budget in
                  accordance with the Production  Schedule as set out in Exhibit
                  C(1) & C(2) & D and upon receipt of appropriate invoices.

         4.2      For the  avoidance  of doubt,  the  amounts  to be paid to POV
                  under this  Agreement as outlined in Exhibit C(1) & C(2) shall
                  be in full and final  settlement  of all work to be undertaken
                  and supplied under this Agreement  (other than as provided for
                  in respect of  Additional  Production  Services  and  Creative
                  Retakes as defined in clauses 2.4 and 2.5 above) and such sums
                  shall include  amounts in respect of overheads and services to
                  be supplied hereunder.

         4.3      If  Additional  Production  Services and Creative  Retakes are
                  requested and provided in accordance with clauses 2.4 and 2.5,
                  PEAK shall pay POV the Additional  Costs in the instalments as
                  stated in clause 2.5 and 2.6.

         4.4      Should PEAK fail to make a payment for a particular Episode in
                  accordance  with the  Production  Schedule  within  seven  (7)
                  business  days from the  receipt  of a written  notice to that
                  effect  from  POV,  then  POV  may  withhold  delivery  of any
                  Episodes  until PEAK has remedied its default for such Episode
                  under this paragraph.

         4.5      The payment shall be immediate upon receipt of invoice of PEAK
                  from POV. PEAK should fax POV proof of payment, i.e. advice of
                  remittance.

                  ACCOUNT NAME:      PERSISTENCE OF VISION SDN BHD
                  ACCOUNT NUMBER:    514600142392
                  BANK NAME:         Malayan Banking Berhad
                  ADDRESS:           Level 1 & 2, Menara IMC,
                                     No. 8, Jalan Sultan Ismail,
                                     50250 Kuala Lumpur, Malaysia.

                  SWIFT CODE:        MBBEMYKLA
                  BRANCH CODE:       27-14600
                  BRANCH:            Jalan Sultan Ismail, Kuala Lumpur, Malaysia
                  BRANCH TEL NUMBER: +603-2032 3366


                                       5
<PAGE>

5.       COPYRIGHT AND OTHER RIGHTS AND GRANT OF RIGHTS

         5.1      POV  with  full  title   guarantee   hereby   irrevocably  and
                  unconditionally  assigns  and  transfers  to PEAK  the  entire
                  copyright   and  all  other   rights  title  and  interest  of
                  whatsoever  nature (whether or not now in existence) in and to
                  the  Programmes  (by way of present  assignment of present and
                  future  copyright)  and all rights and  benefits in and to the
                  results  products  and  proceeds  of  all  of  the  Production
                  Services  provided or intended to be provided by POV hereunder
                  and  all  other  rights,  benefits  and  consents  arising  in
                  connection with the Programmes throughout the world and in all
                  media  (whether or not now in existence)  and in all languages
                  to hold the same unto PEAK  absolutely  for the full period of
                  copyright  throughout the world (and all renewals,  reversions
                  and  extensions  thereof) and  thereafter in  perpetuity.  The
                  foregoing  grant  shall  include  but  not be  limited  to all
                  rental, lending and cable retransmission rights.

        5.2      POV hereby irrevocably and unconditionally  undertakes to PEAK
                  to do all such  further  acts  and  execute  all such  further
                  documents as may from time to time be required to vest in PEAK
                  all such rights as may be necessary to exploit,  advertise and
                  promote the Programmes in all media  throughout the world, and
                  in the  event POV is  unable  or  unwilling  to do so within a
                  reasonable time then POV hereby irrevocably  appoints PEAK the
                  right to do so as agent or attorney on its behalf.

         5.3      POV hereby waives the benefit of any provision of law known as
                  "droit  moral" or "moral  rights" or any  similar  laws in any
                  legal  jurisdiction  throughout  the world (whether or not now
                  existing).

6.       INSURANCE

         6.1      POV shall obtain from a reputable  insurance  company adequate
                  production insurances as requested by PEAK prior to production
                  and subject to premiums  detailed in the Budget such  policies
                  ("Policies") shall be approved by PEAK which wherever possible
                  shall be without unusual deductions or exclusions.

         6.2      POV shall not do or neglect to do any thing or act which shall
                  negate any policy of  insurance  obtained by POV or PEAK.  POV
                  shall likewise take no steps to prevent or delay any insurance
                  claim under any such  insurance  policy and shall  provide any
                  reasonable  assistance or support requested by PEAK in respect
                  thereof.

         6.3      PEAK  shall  be  an  additional   insured  party  as  a  named
                  beneficiary on POV's Policies.

7.       EDITORIAL CONTROL

         7.1      PEAK's Representative shall at reasonable times and upon prior
                  written  notice  of not  less  than  (5)  calendar  days  have
                  reasonable  access  to  POV's  premises  or  any  premises  or
                  location(s)  under  its  control  and PEAK  shall  further  be
                  entitled to view, inspect and remove at PEAK's expense any and
                  all  materials and physical  items  generated by POV hereunder
                  including all rushes and cut sequences of the  Programmes  and
                  including any paperwork sound-recording or soundtrack.

         7.2      PEAK shall have the full and final say and  editorial  control
                  in respect of all creative decisions throughout the production
                  of the  Programmes,  in all decisions  concerning  the overall
                  financial  management of the  production of the Programmes and
                  full editorial control of the final cut of all versions of the
                  Programmes  PROVIDED THAT POV shall be consulted in good faith
                  in all such  respects  and that PEAK  shall  give  good  faith
                  consideration to POV's views.


                                       6
<PAGE>

8.       CREDITS AND PUBLICITY

         8.1      PEAK shall decide and have the right to approve all credits to
                  be   incorporated   in  the   Programmes.   PEAK  shall  where
                  appropriate   provide  POV  as  soon  as   practicable   after
                  commencement of production with a list of all proposed credits
                  for inclusion in the Programmes.

         8.2      PEAK will accord an on-screen  credit to POV as a  co-producer
                  of the Programmes,  the position and size of such credit to be
                  as is customary  for UK  television  producers and in the form
                  set out in  paragraph  1.8 of the  Specifications.  PEAK shall
                  also use best  endeavours  and  where  reasonable  to do so in
                  addition  provide  credit  to  POV in  any  paid  advertising,
                  promotion and publicity;  and on any packaging  related to the
                  sale of DVDs and video cassettes  incorporating the Programme.
                  If PEAK has  notified  such  credit  obligations  to any other
                  person  to whom it has  granted  any  rights  to  exploit  the
                  Programmes  PEAK shall not be liable  for the  failure of such
                  person to honour such obligations provided that PEAK shall use
                  all  reasonable  endeavours  to remedy  any  breach of the POV
                  credit provision on a prospective basis.

         8.3      Any breach of clause 8.2 by PEAK shall  entitle  POV solely to
                  the recovery of damages and the rights  granted by POV to PEAK
                  shall not be capable of termination or revocation by reason of
                  such breach.

         8.4      Except as referred to in 8.5,  POV shall not without the prior
                  written  approval of PEAK disclose any details or  information
                  (other  than  to  its  professional   advisers)  or  issue  or
                  authorise  the  issue  of  any   advertisement   or  publicity
                  regarding the  Programmes or this Agreement or the business of
                  PEAK or the Broadcaster.

         8.5      POV  shall  be  entitled  to use  the  name  of  PEAK  and the
                  Programme,  and brief  excerpts of the Programme and materials
                  relating thereto in any advertising  publicity and promotional
                  material  relating to POV its parent and subsidiary  companies
                  subject to prior  written  approval of PEAK where any such use
                  by POV  shall  be  prior  to  the  first  transmission  of the
                  Programme in the United Kingdom.

9.       REPRESENTATIVES

         PEAK's Representative may give any approvals or consents required to be
         given by PEAK under this  Agreement or otherwise  requested by POV, and
         PEAK shall be  entitled to rely upon the POV  Representative  as having
         the right to take  decisions on behalf of POV, all such approvals to be
         given in a timely manner in accordance with and so as not to disrupt or
         delay the Production Schedule.

10.      WARRANTIES

         POV warrants and undertakes as follows:

         10.1     POV is a company  duly and  properly  organised  and  existing
                  according to the laws of Malaysia and it has the power and the
                  authority  to  enter  into  this  Agreement  and  perform  its
                  obligations under it;

         10.2     except to the extent that any rights are already owned by PEAK
                  or become  vested in PEAK  pursuant to the  operation  of this
                  Agreement,  POV (and no other  person or entity)  shall become
                  the first owner  throughout  the world in all languages of the
                  entire  copyright  and  underlying  rights  (if  any)  and the
                  beneficiary   of  all   consents,   waivers   or   contractual
                  entitlements  in  connection  with the  Programmes  (including
                  without  limitation the Production  Services) for the purposes
                  of assigning them to PEAK;


                                       7
<PAGE>

         10.3     in respect of any work  carried  out for the  Programmes,  and
                  subject to the rights of the Performing Rights Society (or its
                  affiliated  organisations based outside of the United Kingdom)
                  in  any  musical  works  used  in  the  Programmes  POV  shall
                  irrevocably  secure  and pay for all rights  and  consents  of
                  owners  of  material  featured  in the  Programmes  and  other
                  persons supplying  rights,  services and facilities in respect
                  of the Programmes to allow PEAK the unrestricted and unlimited
                  exploitation of the  Programme(s)  throughout the world in all
                  formats  and all media (now known or  hereafter  devised)  and
                  will provide  documentation  or other evidence in support,  if
                  requested;

         10.4     POV has not and it will not assign, license,  mortgage, charge
                  or otherwise  deal with or encumber any rights  whatsoever  in
                  the  Programmes or any materials or physical items relating to
                  the Programmes;

         10.5     all other  important  agreements  relating  to the  Programmes
                  shall be in writing;

         10.6     there are no  claims or  proceedings  pending  or  threatened,
                  which might  affect POV's  ability to perform its  obligations
                  under  this  Agreement  or which  otherwise,  might  adversely
                  affect  the  production,   delivery  or  exploitation  of  the
                  Programmes;

         10.7     POV shall promptly  advise PEAK of the occurrence of any event
                  or the existence of any condition, which will adversely affect
                  the  financial  condition of POV and/or its ability to fulfill
                  its obligations under this Agreement;

         10.8     the Production Services in Exhibit A is achievable;

         10.9     the  Programmes  will be produced to a standard of first class
                  technical, as per broadcast's standard quality.

         PEAK warrants and undertakes as follows:

         10.10    the format and concept of the Monster in my Pocket is original
                  to and totally owned by Morrison  entertainment Group Inc who,
                  in an  agreement  dated 11  November  2003  have  granted  the
                  exploitation rights to PEAK;

         10.11    the format and  concept of the  Monster in my Pocket  does not
                  infringe  any rights,  trade  marks or so called  intellectual
                  property rights of any third party; and

         10.12    Peak  has the  authority  to  contract  POV to  undertake  the
                  Production Services.

11.      INDEMNITY

11.1              POV will indemnify PEAK against all loss (direct or indirect),
                  actions,   claims,  costs,  proceedings  or  damages  directly
                  arising  from  any  breach  or  non-performance  by it of  any
                  agreement,  undertaking  or  warranty  given  by  it  in  this
                  Agreement  and against  all costs and  expenses  incurred  and
                  payments made on legal advice in settling any action, claim or
                  proceedings arising from such breach or non-performance of any
                  of the provisions of this  Agreement,  PROVIDED THAT POV shall
                  be  consulted  in good  faith with  regard to any such  claims
                  and/or  proposed  settlements  and PEAK  shall give good faith
                  consideration to POV's views.

11.2              PEAK will indemnify POV against all loss (direct or indirect),
                  actions,   claims,  costs,  proceedings  or  damages  directly
                  arising  from  any  breach  or  non-performance  by it of  any
                  agreement,  undertaking  or  warranty  given  by  it  in  this
                  Agreement  and against  all costs and  expenses  incurred  and
                  payments made on legal advice in settling any action, claim or
                  proceedings arising from such breach or non-performance of any
                  of the provisions of this Agreement,  PROVIDED THAT PEAK shall
                  be  consulted  in good  faith with  regard to any such  claims


                                       8
<PAGE>

                  and/or  proposed  settlements  and POV shall  give good  faith
                  consideration to PEAK's views

12.      PRODUCTION CONTRACTS AND CLEARANCES

         12.1     If requested,  POV shall,  as soon as reasonably  practicable,
                  provide to PEAK drafts of all  agreements for the provision or
                  purchase  of  services  or goods for  approval  including  all
                  agreements with freelance personnel.

         12.2     POV shall ensure that all production  contracts or engagements
                  entered into by POV in connection with the Programmes  shall:-

                  12.2.1   be in writing and fully executed and dated;

                  12.2.2   be consistent with the terms of this Agreement;

                  12.2.3   contain,     where     possible,     a    grant    of
                           rights/consents/permissions  on an unconditional  and
                           irrevocable    basis   to   permit   the    unlimited
                           exploitation  of  the  Programmes  world-wide  in all
                           formats  and  all  media  (now  known  or   hereafter
                           devised);

                  12.2.4   contain  a  waiver  of  moral  rights  and all  other
                           similar  rights in all  jurisdictions  throughout the
                           world;

                  12.2.5   provide  for all  inclusive  buy-out  fees,  i.e.  no
                           additional   fees,    guild   payments,    residuals,
                           royalties,  repeat fees, participation's or any other
                           similar  payments  shall  be  due in  respect  of the
                           broadcast,   sale  or  other   exploitation   of  the
                           Programmes in any and all media (whether now existing
                           or invented in the future)  throughout  the world for
                           the  full  period  of  copyright  and  thereafter  in
                           perpetuity  except  in  respect  of  performance  and
                           broadcasting  royalties payable in respect of musical
                           works where the  copyright  is assigned to PRS or one
                           of its affiliates.

13.      OWNERSHIP OF MATERIALS

         13.1     POV acknowledges that any and all materials, documentation and
                  physical items produced or acquired by it for or in connection
                  with  the  Programmes  or for  recording  the  Programmes  and
                  arising  as a result  of the  Production  Services  (including
                  inter  alia  any and all  materials  supplied  to POV by PEAK)
                  ("the Materials") shall be the sole and exclusive  property of
                  PEAK.

         13.2     Upon completion of the Production  Services,  and if requested
                  by  PEAK,  POV  hereby  undertakes  to  provide  a list of the
                  Materials and PEAK shall determine  whether it will require at
                  its sole cost and expense the return of such  Materials or any
                  of  them  to  PEAK  in  the  United  Kingdom  or  require  the
                  destruction  of the same or the  disposal of the  Materials in
                  any  other way as  directed  by PEAK.  In the event  that PEAK
                  shall not have so directed POV within 28 days of completion of
                  the  Production  Services PEAK agrees to pay to POV reasonable
                  storage charges relating to such Materials.


                                       9
<PAGE>

14.      FORCE MAJEURE

         In the event that the production of the  Programmes  shall be prevented
         or  substantially  interfered  with  by  reason  of  fire,  earthquake,
         hurricane, flood, natural catastrophe, casualty, accident, riot or war,
         Act of God, political upheaval,  law ordinance or executive or judicial
         order  of  authorities,  lock-out,  labour  dispute  or  the  death  or
         incapacity  of the director,  producer or any  principal  member of the
         crew supplied by PEAK or any other cause reasonably  beyond the control
         of POV and PEAK,  then  neither  POV nor PEAK  shall be in  default  or
         breach of this  Agreement and the  obligations  of POV and PEAK towards
         each other shall be suspended  for the  duration of the event,  and the
         Production  Schedule  and the  time  within  which  POV is  obliged  to
         complete  its  services  hereunder  shall  be  extended  for  a  period
         equivalent to the period of any such event but the maximum  duration of
         such extension shall be 12 (twelve) weeks.

15.      TAKEOVER/ABANDONMENT

         15.1     PEAK shall have the right to take over  (either  partially  or
                  completely)   or  abandon  the  rendition  of  the  Production
                  Services upon giving  written notice to POV of its election to
                  do so in any of the following events:

                  15.1.1   POV is in material  breach of any of its  warranties,
                           undertakings  or  obligations  under  this  Agreement
                           other  than a  remediable  breach of which PEAK gives
                           POV notice and which is remedied to the  satisfaction
                           of PEAK within 10 (ten) days of such notice;

                  15.1.2   there is an overspend  or there is in PEAK's  opinion
                           likely to be an  overspend  which in the  opinion  of
                           PEAK  has  arisen  or  will  arise   because  of  the
                           imprudent, negligent or deliberate act or omission of
                           POV or as a consequence of a `Force Majeure' event;

                  15.1.3   PEAK has terminated this Agreement under Clause 17 or
                           has the right to do so.

         15.2     If PEAK  elects to take over or  abandons  pursuant  to clause
                  15.1:

                  15.2.1   POV  shall  assign  the  benefit  of  all  production
                           contracts and all similar  contracts  relating to the
                           Programmes which PEAK requests to have assigned to it
                           and PEAK shall be responsible  for  performing  POV's
                           obligations under all production  contracts  approved
                           by PEAK as from the date of their assignment to PEAK;

                  15.2.2   POV shall  provide a  statement  of  account  to PEAK
                           containing  details of all costs incurred to the date
                           of take-over or abandonment  together with details of
                           contractual commitments to be honoured by POV, and in
                           the event of  termination  by PEAK pursuant to clause
                           17.1.6  hereof,  PEAK  shall  only be liable  for the
                           production  cost  incurred  up  to  the  end  of  the
                           Production Phase in which termination was notified in
                           accordance  with the schedule and  Production  Phases
                           outlined in Exhibit C. PEAK will also make good faith
                           negotiations   to  cover  any  long  term   financial
                           commitments  made  directly  in  connection  with the
                           Programmes   by  POV   prior   to   notification   of
                           termination by PEAK.

                  15.2.3   POV shall not  undertake  any further  obligation  in
                           relation to the Programmes unless required by PEAK to
                           do so;


                                       10
<PAGE>

                  15.2.4   PEAK  shall  have  the  right  to  proceed  with  the
                           production  and  completion of the Programmes in such
                           manner (if at all) as it may decide;

                  15.2.6   Except in respect of binding  commitments as referred
                           to in  15.2.2  hereof,  PEAK  shall  have no  further
                           obligation  to advance  sums to POV in respect of POV
                           Budget and any Additional Costs.

         15.3     Any  takeover  or  abandonment  by PEAK  shall  not in any way
                  affect  the  rights  and  remedies  which  PEAK has under this
                  Agreement  or at law by reason of any  breach by POV of any of
                  its warranties,  undertakings or contractual obligations under
                  this Agreement.

         15.4     PEAK  shall  be  entitled  at  any  time  after   taking  over
                  production  of the  Programmes  pursuant  to  Clause  15.1  to
                  abandon  production of the  Programmes  and provided that PEAK
                  shall have  complied with its  obligations  pursuant to 15.2.3
                  hereof POV  hereby  irrevocably  agrees  that it shall have no
                  objections or claims against PEAK or any other party providing
                  finance or resources for the Programmes in that event.

16.      OVERSPEND

16.1     If POV becomes  aware that other than in  relation to and arising  from
         approved Additional  Production  Services,  the total cost is likely to
         exceed the POV Budget POV shall forthwith:

                  16.1.1   prepare  and  submit  to  PEAK  a full  statement  of
                           account  containing details of costs incurred but not
                           yet paid for and an  estimate  of costs  likely to be
                           incurred to complete the rendition of the  Production
                           Services;

                  16.1.2   submit  detailed  proposals  for reducing the cost of
                           the items  allowed for in POV Budget;

                  16.1.3   comply with any reasonable  directions  given by PEAK
                           to reduce any expense.

         16.2     If,  following  the  procedures  set out  above,  there  shall
                  continue to be overspend or likely  overspend,  then POV shall
                  be  solely  responsible  for and pay  for all  such  overspend
                  unless  the  overspend  was  due to  events  or  circumstances
                  entirely  outside the control of POV and POV has complied with
                  Clause  16.1 in  which  event  PEAK  shall  pay  for any  such
                  overspend,  or shall  be  entitled  to  take-over  or  abandon
                  production  of the  Programme  in  accordance  with  cause  15
                  hereof.

         16.3     In the event  that the  Production  Schedule  is  extended  or
                  delayed by reason of any default of POV, then POV shall pay or
                  reimburse PEAK for all additional costs reasonably incurred by
                  PEAK as a direct result thereof.  Any amounts so payable shall
                  be paid promptly on presentation of an invoice.

17.      TERMINATION

         17.1     Without  prejudice  to any rights under this  Agreement,  PEAK
                  shall be entitled,  by notice in writing,  to terminate  POV's
                  engagement to provide the  Production  Services if:

                  17.1.1   POV is in breach of any term of this Agreement, which
                           is incapable of remedy or if capable of remedy is not
                           remedied   within  10  (ten)  business  days  of  POV
                           becoming aware or being notified of it;

                  17.1.2   POV is declared or becomes insolvent;

                  17.1.3   POV suffers the making of an administration  order or
                           has a receiver (including an administrative receiver)
                           or  manager  appointed  over the whole or any part of


                                       11
<PAGE>

                           its assets or if an order is made or a resolution  is
                           passed for its winding up (except for the purposes of
                           amalgamation or reconstruction) or a notice is issued
                           convening a meeting of POV's  creditors or POV enters
                           into or  proposes  to enter into any  composition  or
                           arrangement  with its  creditors  or a court order is
                           obtained  against  POV which is likely in the opinion
                           of  PEAK  to   materially   affect  POV's   financial
                           condition  or  ability  to fully  perform  all of its
                           obligations  hereunder  or if POV ceases or threatens
                           to cease to carry on business;

                  17.1.4   an event of force majeure shall continue for a period
                           either consecutive or in the aggregate of 12 (twelve)
                           weeks or more (and in  respect  of the  circumstances
                           mentioned in this sub-clause POV shall equally have a
                           right to terminate); or

                  17.1.5   POV shall  abandon  or  announce  that it  intends to
                           abandon the business of providing production services
                           or  suffers a change  in the  majority  ownership  or
                           control of its business.

                  17.1.6   PEAK so desires, at its absolute  discretion,  before
                           the start of the  animation  production of Episode 6,
                           subject to PEAK paying for all  milestones met by POV
                           per  Exhibit  C1 & C2 and  subject  to POV having the
                           right to complete  Episodes 1 to 5 and PEAK  agreeing
                           to pay for these.

         17.2     In the event of termination of this Agreement or the provision
                  of  POV's   services   hereunder  all  rights,   benefits  and
                  entitlements  acquired  by PEAK  as set out in this  Agreement
                  shall  remain  vested in PEAK  PROVIDED  THAT PEAK  shall have
                  complied with its payment obligations under 15.2.3 hereof.

18.      MISCELLANEOUS

         18.1     A waiver of any breach of this  Agreement  shall not waive any
                  prior or subsequent  breach.  All remedies shall be cumulative
                  and the waiver of any one shall not waive any other.

         18.2     PEAK shall be entitled to assign this  Agreement  (in whole or
                  in part) to any subsidiary or affiliated company of PEAK or to
                  any  other  third  party   provided  that  PEAK  shall  remain
                  responsible  for its  obligations  hereunder.  POV  shall  not
                  assign this  Agreement  without the prior written  approval of
                  PEAK which  approval  shall not be withheld other than for the
                  purpose of corporate  reconstruction  or  amalgamation,  which
                  shall not require PEAK's approval.

         18.3     If any part of this  Agreement or the  application  thereof to
                  either  party shall for any reason be adjudged by any court or
                  other legal authority of competent  jurisdiction to be invalid
                  such  judgement   shall  not  affect  the  remainder  of  this
                  Agreement, which shall continue in full force and effect.

         18.4     Any notices  required to be given under the provisions of this
                  Agreement  shall be in writing in English  and shall be deemed
                  to  have  been  duly  served  if  hand  delivered,  posted  by
                  registered  or recorded  delivery or sent by  facsimile/e-mail
                  and any notice so given  shall be deemed to have been  served:
                  (a) if hand delivered, at the time of delivery; (b) if posted,
                  on the third day after posting and such communication shall be
                  sent  by  registered  or  recorded  delivery;  (c) if  sent by
                  facsimile/e-mail upon confirmation of successful transmission.


                                       12
<PAGE>

         18.5    Notices shall be sent:

                 To POV:                                   To PEAK:

                 LG Floor, Faculty of Creative Multimedia, Bagshaw Hall
                 Multimedia University,                    Bagshaw Hill
                 Jalan Multimedia, 63100 Cyberjaya,        Bakewell
                 Malaysia                                  Derbyshire
                                                           DE45 1DL

                 Attention:  Alice Dizon Manuel            Attention: Phil Ogden

         18.6     This   Agreement   supersedes   and   cancels   all   previous
                  arrangements,  understandings,  representations  or agreements
                  between the parties hereto either oral or written with respect
                  to the Programmes and constitutes the entire agreement between
                  POV and PEAK with reference to the Programmes and no variation
                  of any of the terms or  conditions  hereof may be made  unless
                  such variation is agreed in writing and signed by the parties.

         18.7     Nothing in this Agreement is intended to or shall be deemed to
                  constitute  a  partnership  or joint  venture  between POV and
                  PEAK.

         18.8     The clause  headings in this Agreement are for the convenience
                  of the parties  only and shall not limit,  govern or otherwise
                  affect its interpretation in any way.

19.      PROPER LAW

         19.1     This   Agreement   shall  be  governed  by  and  construed  in
                  accordance with the laws of England and Wales.

         19.2     The parties hereby submit to the exclusive jurisdiction of the
                  courts of England and Wales.

20       RIGHTS OF THIRD PARTIES

         A person who is not a party to this  Agreement  has no right  under the
         Contracts (Rights of Third Parties) Act 1999 (the"1999 Act") to enforce
         or to rely upon any term of this Agreement but this does not affect any
         right or remedy of a third party  which  exists or is  available  apart
         from the 1999 Act


                                       13
<PAGE>

SIGNED by Alice Dizon Manuel                        )
for and on behalf of                                )
POV                                                 )



In the presence of                                  )



SIGNED by Phil Ogden                                )
for and on behalf of                                )
Peak Entertainment Limited                          )



In the presence of                                  )





                                       14
<PAGE>

EXHIBIT A
                                                  THE PRODUCTION SERVICES


1.       THE SPECIFICATIONS

         THE PROGRAMME

         1.1      Name of Programme:                   Monster in my Pocket -
                                                         The Quest
         1.2      Number of Episodes:                  26
         1.3      Length (animation running time):     22 minutes
         1.4      Length (inclusive of main and end
                  titles and commercial breaks):       30 minutes and  0 seconds

         1.5      Original concept from                M.E.G.

         KEY PERSONNEL

         1.6      Producer:                            tbc
                  Director:                            tbc

         TECHNICAL REQUIREMENTS
         1.7                                           TBA
         CREDITS

         1.8      The end credit will be "A PEAK  Entertainment/  Cosgrove  Hall
                  Films/ POV Production"

         1.9      Primary Studio: Persistence of Vision Sdn Bhd (POV), LG Floor,
                  Faculty  of  Creative  Multimedia,   Jalan  Multimedia,  63100
                  Cyberjaya, Malaysia

2.       MATERIALS TO BE DELIVERED FROM PEAK TO POV:

         Series bible for the Programmes,  final scripts, model pack (to include
         13 main character  models,  all secondary  character  models, 3 vehicle
         models,  all  main  props,  8 main  locations,  colour  keys,  and  key
         backgrounds),  exposure  sheets,  audio  tapes  (and/or CD audio)  with
         edited dialogue, and all other pre-production  materials up to timed or
         slugged storyboards.

3.       THE  PRODUCTION  SERVICES TO BE CARRIED OUT BY POV IN  ACCORDANCE  WITH
         THIS AGREEMENT AND THE  SPECIFICATIONS:  Rigging of all key characters,
         model, texture and rigging of one new character per episode,  model and
         texture  up to 8 new  props  per  episode,  animatic,  digital  layout,
         animation, special effects, lighting, rendering, compositing. Providing
         comments on scripts, storyboards and production design.

4.       DELIVERY MATERIALS

         Upon  completion  of the  production  work which is the subject of this
         Agreement,  POV shall  deliver to PEAK the  following  materials on the
         dates set out in the  Production  Schedule as set out in Exhibit C(1) &
         C(2).


                                       15
<PAGE>

5.       APPROVALS

5.1      POV will send the  following  items to PEAK for approval and PEAK shall
         approve or provide reasons for rejection within the timescales outlined
         below:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
Item                                    Comments/Approval back to POV         Corrections to PEAK
---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------
<C>                                     <C>                                   <C>
1) Final 3D models complete with
   textures

2) Set-ups inclusive of rigs (skinned   Within (7) calendar days of receipt   Within (7) calendar days of
   skeleton)                            by PEAK from POV                      receipt by POV from PEAK


3) Blend shapes (morphs)

4) Animatic

5) Animation

6) SFX

7) Final Composite
---------------------------------------------------------------------------------------------------------
</TABLE>





                                       16
<PAGE>

                                    EXHIBIT B
                         THE POV BUDGET AND THE CASHFLOW


THE POV BUDGET:

US$ 3,250,000 FOR 26 EPISODES:

1)    US$ 260,000  (US$ 10,000 x 26  episodes)  for the Set-ups in the cash flow
      budget

2)    US$ 2,340,000 (US$ 90,000 x 26 episodes) in the cash flow budget

2)    USD 650,000 (US$ 25,000 x 26 episodes) in the financing  budget which will
      be  received  from  the  first  recoupment,  but not  exceeding  9.10%  of
      Worldwide Net Proceeds, from all sources and in perpuity.

THE CASHFLOW:

      TERMS OF PAYMENT:

            1)    US$ 260,000 FOR THE SET-UPS:

                  50% downpayment, upon signing of Agreement = US$ 130,000

                  15% instalment in July 2004 = US$ 39,000

                  20% instalment in August 2004 = US$ 52,000

                  15% final instalment in September 2004 = US$ 39,000

            2)    US$ 2,340,000, FOR THE 26 EPISODES, AT US$ 90,000 PER EPISODE

                  50% upon receipt of PEAK's materials per episode = US$ 45,000

                  20% upon PEAK's 100%  approval of animation  per episode = US$
                  18,000

                  20% upon delivery of each completed episode = US$ 18,000

                  10% upon delivery of technical retakes per episode = US$ 9,000



                                       17
<PAGE>

EXHIBIT C(1)

MONSTERS IN MY POCKET
SET-UPS FOR (26) EPISODES

a) DELIVERY SCHEDULE OF THE SET-UPS FROM POV TO PEAK

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
                             Balance of 50% of  50% of environment   Balance of 50% of
        50% of Character     Character Models    models upload to   environment models
 #    Models Upload to FTP  Upload to FTP from   FTP from POV to    upload to FTP from
        from POV to PEAK        POV to PEAK           PEAK             POV to PEAK
--------------------------------------------------------------------------------------
<S>        <C>                  <C>                 <C>                 <C>
 1         2-Jul-04             13-Aug-04           27-Aug-04           30-Sep-04
--------------------------------------------------------------------------------------
</TABLE>

(b) PAYMENT SCHEDULE OF PEAK TO POV

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
      50% Downpayment             15% Instalment             20% Instalment            15% Instalment              TOTAL
------------------------------------------------------------------------------------------------------------------------------
<S>        <C>               <C>       <C>              <C>       <C>              <C>       <C>               <C>
 1-Jun-04  USD 130,000.00    1-Jul-04  USD 39,000.00    1-Aug-04  USD 52,000.00    1-Sep-04  USD 39,000.00     USD 260,000.00
------------------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       1
<PAGE>

EXHIBIT C(1)

MONSTER IN MY POCKET

DELIVERY MILESTONES AND PAYMENT SCHEDULE (FIRST 5 EPISODES)

<TABLE>
<CAPTION>
                                                                     20% upon last daily preview
               Total Net Amount       50% upon pre-production           reception on FTP site          20% upon shipment of digital
  #    Ep #      To Be Billed         shipped from PEAK to POV             from POV to PEAK               beta from POV to PEAK
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>    <C>                 <C>          <C>                 <C>          <C>                 <C>            <C>
  1      1      USD 90,000.00       30-Jul-04    USD 45,000.00       22-Oct-04    USD 18,000.00       10-Dec-04      USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  2      2      USD 90,000.00        6-Aug-04    USD 45,000.00       5-Nov-04     USD 18,000.00       31-Dec-04      USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  3      3      USD 90,000.00       13-Aug-04    USD 45,000.00       26-Nov-04    USD 18,000.00       28-Jan-05      USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  4      4      USD 90,000.00       27-Aug-04    USD 45,000.00       10-Dec-04    USD 18,000.00       18-Feb-05      USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  5      5      USD 90,000.00       3-Sep-04     USD 45,000.00       7-Jan-05     USD 18,000.00       18-Mar-05      USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
     TOTAL     USD 450,000.00                   USD 225,000.00                    USD 90,000.00                      USD 90,000.00
           ----------------------            ---------------------              ------------------                -----------------


<CAPTION>
                   10% upon shipment of technical
                   retakes to postproduction from
  #    Ep #                 POV to PEAK
-----------------------------------------------------
<S>      <C>
  1      1     24-Dec-04        USD   9,000.00
-----------------------------------------------------
  2      2     14-Jan-05        USD   9,000.00
-----------------------------------------------------
  3      3     11-Feb-05        USD   9,000.00
-----------------------------------------------------
  4      4     4-Mar-05         USD   9,000.00
-----------------------------------------------------
  5      5     1-Apr-05         USD   9,000.00
-----------------------------------------------------
     TOTAL                      USD  45,000.00
                               ----------------------
</TABLE>


                                       2
<PAGE>

EXHIBIT C(2)

MONSTER IN MY POCKET

DELIVERY MILESTONES AND PAYMENT SCHEDULE (FIRST 5 EPISODES)

<TABLE>
<CAPTION>
                                                                       20% upon last daily preview
                 Total Net Amount       50% upon pre-production           reception on FTP site         20% upon shipment of digita
  #    Ep #        To Be Billed         shipped from PEAK to POV             from POV to PEAK              beta from POV to PEAK
-----------------------------------------------------------------------------------------------------------------------------------
<S>      <C>     <C>                 <C>          <C>                   <C>         <C>                 <C>         <C>
-----------------------------------------------------------------------------------------------------------------------------------
  1        6       USD 90,000.00     10-Sep-04     USD 45,000.00        21-Jan-05    USD 18,000.00     1-Apr-05      USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  2        7       USD 90,000.00     24-Sep-04     USD 45,000.00        7-Jan-05     USD 18,000.00     25-Feb-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  3        8       USD 90,000.00      1-Oct-04     USD 45,000.00        21-Jan-05    USD 18,000.00     18-Mar-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  4        9       USD 90,000.00      8-Oct-04     USD 45,000.00        8-Apr-05     USD 18,000.00     20-May-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  5       10       USD 90,000.00     22-Oct-04     USD 45,000.00        11-Feb-05    USD 18,000.00     29-Apr-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  6       11       USD 90,000.00     29-Oct-04     USD 45,000.00        25-Feb-05    USD 18,000.00     13-May-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  7       12       USD 90,000.00     19-Nov-04     USD 45,000.00        18-Mar-05    USD 18,000.00     17-Jun-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  8       13       USD 90,000.00     26-Nov-04     USD 45,000.00        22-Apr-05    USD 18,000.00     17-Jun-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  9       14       USD 90,000.00     10-Dec-04     USD 45,000.00        1-Apr-05     USD 18,000.00     1-Jul-05      USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  10      15       USD 90,000.00     24-Dec-04     USD 45,000.00        29-Apr-05    USD 18,000.00     22-Jul-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  11      16       USD 90,000.00     21-Jan-05     USD 45,000.00        6-May-05     USD 18,000.00     12-Aug-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  12      17       USD 90,000.00     28-Jan-05     USD 45,000.00        8-Jul-05     USD 18,000.00     26-Aug-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  13      18       USD 90,000.00     18-Feb-05     USD 45,000.00        3-Jun-05     USD 18,000.00     16-Sep-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  14      19       USD 90,000.00     25-Feb-05     USD 45,000.00        22-Jul-05    USD 18,000.00     16-Sep-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  15      20       USD 90,000.00     18-Mar-05     USD 45,000.00        10-Jun-05    USD 18,000.00     30-Sep-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  16      21       USD 90,000.00     25-Mar-05     USD 45,000.00        8-Jul-05     USD 18,000.00     28-Oct-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  17      22       USD 90,000.00     15-Apr-05     USD 45,000.00        15-Jul-05    USD 18,000.00     11-Nov-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  18      23       USD 90,000.00     22-Apr-05     USD 45,000.00        12-Aug-05    USD 18,000.00     16-Dec-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  19      24       USD 90,000.00     13-May-05     USD 45,000.00        19-Aug-05    USD 18,000.00     31-Dec-05     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  20      25       USD 90,000.00     20-May-05     USD 45,000.00        16-Sep-05    USD 18,000.00     27-Jan-06     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
  21      26       USD 90,000.00      3-Jun-05     USD 45,000.00        23-Sep-05    USD 18,000.00     10-Feb-06     USD 18,000.00
-----------------------------------------------------------------------------------------------------------------------------------
      TOTAL     USD 1,890,000.00                  USD 945,000.00                    USD 378,000.00                  USD 378,000.00
                ------------------                ----------------                 -----------------                ---------------

<CAPTION>
                   10% upon shipment of technical
                   retakes to postproduction from
  #    Ep #                 POV to PEAK
---------------------------------------------------
<S>      <C>       <C>             <C>
---------------------------------------------------
  1        6     15-Apr-05         USD   9,000.00
---------------------------------------------------
  2        7     11-Mar-05         USD   9,000.00
---------------------------------------------------
  3        8     1-Apr-05          USD   9,000.00
---------------------------------------------------
  4        9     3-Jun-05          USD   9,000.00
---------------------------------------------------
  5       10     13-May-05         USD   9,000.00
---------------------------------------------------
  6       11     27-May-05         USD   9,000.00
---------------------------------------------------
  7       12     1-Jul-05          USD   9,000.00
---------------------------------------------------
  8       13     1-Jul-05          USD   9,000.00
---------------------------------------------------
  9       14     15-Jul-05         USD   9,000.00
---------------------------------------------------
  10      15     5-Aug-05          USD   9,000.00
---------------------------------------------------
  11      16     26-Aug-05         USD   9,000.00
---------------------------------------------------
  12      17     9-Sep-05          USD   9,000.00
---------------------------------------------------
  13      18     30-Sep-05         USD   9,000.00
---------------------------------------------------
  14      19     30-Sep-05         USD   9,000.00
---------------------------------------------------
  15      20     14-Oct-05         USD   9,000.00
---------------------------------------------------
  16      21     11-Nov-05         USD   9,000.00
---------------------------------------------------
  17      22     25-Nov-05         USD   9,000.00
---------------------------------------------------
  18      23     30-Dec-05         USD   9,000.00
---------------------------------------------------
  19      24     13-Jan-06         USD   9,000.00
---------------------------------------------------
  20      25     10-Feb-06         USD   9,000.00
---------------------------------------------------
  21      26     24-Feb-06         USD   9,000.00
---------------------------------------------------
      TOTAL                        USD 189,000.00
                                  -----------------
</TABLE>


                                       3
<PAGE>

                                    EXHIBIT D

(1)      ASSIGNMENT  OF  THIS  AGREEMENT  (INCLUDING  ALL  EXHIBITS)  TO A  PEAK
         MALAYSIAN ENTITY

         When a company controlled by PEAK Entertainment  Holdings Inc. is fully
         established and registered under the laws of Malaysia,  PEAK may assign
         all rights and  obligations of this Agreement to the new PEAK Malaysian
         company.  This  assignment  may be  effected  by PEAK  advising  POV in
         writing at the address specified for Notices in clause 18.5.

(2)      APPROVAL FOR POV SECURING LOAN AGAINST THIS AGREEMENT

         For  purpose  of POV being able to secure  loan  funds as  mobilization
         expenses for the CG Animation  Production of the series,  Monster in my
         Pocket - The Quest, PEAK hereby agrees to POV, using this Agreement, to
         secure loan funds from  Malaysian Debt Ventures (MDV) or any bank using
         the contract value of US$ 835,000,  which is the cost of Set-ups of the
         26 episodes  (US$  260,000) and the cost of the first five (5) episodes
         (US$ 575,000) of the series.

(3)      SHORT TERM  FINANCING  OF PAYMENTS  DUE IN RESPECT OF EPISODES  1-5 AND
         SET-UP OF 26 EPISODES

         The purpose of the above loan  funding  from MDV (or any other bank) is
         to provide  the  cashflow  required by POV  between  signature  of this
         Agreement and the establishment of a PEAK company in Malaysia. PEAK has
         agreed to cover the cost of this arrangement in above clause 1.1.3 (c).
         PEAK has been and will continue to expend all reasonable  endeavours to
         ensure the PEAK company is established  in Malaysia by September  2004,
         complete  with  committed  funds   sufficient  to  finance  the  entire
         Production Budget requirement.

         PEAK's  obligations  to make payments  according to Exhibit C1 are thus
         delayed,  with POV  receiving  these monies in the first  instance from
         MDV,  in the  form of a  loan,  according  to the  same  schedule.  The
         ultimate  liability  for these  payments  rests with PEAK as  confirmed
         below.

         PEAK agrees to pay the full  amount due in respect of Episodes  1-5 and
         the Set-up of Episodes 1-26 no later than the date of delivery of these
         Delivery  Materials in full,  whether or not any PEAK Malaysian company
         has  been  incorporated  and  irrespective  of  the  interim  financing
         arrangements entered into by POV.


                                       5