EXHIBIT 10.47

                        Peak Entertainment Holdings, Inc.
                           Bagshaw Hall, Bagshaw Hill
                        Bakewell, Derbyshire, UK DE45 1DL
                             Tel: +44(0)1629 814555
                             Fax: +44(0)1629 813539

                                                                   March 1, 2005

Mike Diprose, Chief Executive Officer
Maverick Entertainment Group plc
Belmont House,
13 Upper High Street,
Thame,
Oxfordshire
OX9 3ER.

         Re:      Letter of Intent

Dear Mr. Diprose:

      The purpose of this letter is to further our discussions concerning the
possible business combination of Peak Entertainment Holdings, Inc. ("Peak") and
Maverick Entertainment Group plc ("Maverick"), by means of share exchange,
merger, or other similar acquisition transaction exercisable at Peak's
discretion, and based on market capitalizations at the time of exercise of the
option. We would like you to consider and respond to the following proposal,
which is not intended to be a binding offer and is contingent on the completion
of our due diligence, but will serve as a basis for further discussions and
negotiations and should not to be deemed as drafted solely by Peak as both
parties have had input into the content of the letter agreement.


      1.    Acquisition. Peak and Maverick will exchange shares of capital stock
            with one another. Alternatively, Maverick will be merged into Peak
            or with a wholly owned subsidiary of Peak. It is agreed that both
            parties see an advantage to retaining a public listing in both the
            UK and US markets and as such this transaction will be complex and
            protracted. It is therefore agreed that a commercial arrangement
            (see appendix1) will take place immediately with a view to this
            formal transaction within a four-month period.

      2.    Consideration. The transaction will be based on a valuation of Peak,
            and a valuation of Maverick based on market capitalizations at the
            time of exercise of the option, which values the parties acknowledge
            will be reached through an arm's length negotiation. Peak has
            approximately 26,511,288 shares issued and outstanding. Maverick has
            approximately 590,000,000 shares of capital stock outstanding on a
            fully exercised and fully converted diluted basis. Except as stated
            in their public filings, neither Peak nor Maverick have any
            outstanding


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            rights or securities convertible into or to acquire additional
            shares. There will be no material change in the outstanding
            capitalizations before closing, except that Peak intends to engage
            in material fundraising efforts. This transaction will take place
            within a four-month window ending June 31, 2005 and in that period
            Maverick grant to Peak exclusivity and warrant not to pursue any
            third party transactions without prior consent from Peak.

      3.    For the period ending August 31, 2005, commencing from the close of
            the contemplated transaction provided for herein, Peak shall have
            the right, but not the obligation, to exchange shares of Peak for
            shares held by management of Maverick at the same transaction
            exchange ratio as provided for herein.

      4.    Options. Outstanding options and other rights to purchase shares of
            Maverick capital stock will be converted into options to purchase
            Peak's common stock at the same exchange ratio as provided for in
            paragraph 2, with the exercise price being proportionately adjusted.

      5.    Tax and Accounting Consequences. The acquisition is intended to be
            structured to be tax-free for U.S. federal income tax purposes.

      6.    Due Diligence. Peak and Maverick, and their respective attorneys,
            accountants and other representatives will each have full access to
            the books, records and technology of the other to complete its due
            diligence investigation of each other's business and financial
            condition before execution of the definitive acquisition agreements.

      7.    Representations and Warranties; Indemnity; Escrow. In the definitive
            acquisition agreement, Peak and Maverick will each make customary
            representations and warranties to each other.

      8.    Shareholder Approval. The transaction will be subject to approval by
            Maverick's and Peak's shareholders, as and if required, and by
            Peak's debenture holders, which shall be sought as promptly as is
            feasible using the parties' best efforts.

      9.    Employment/Noncompetition Agreements. To be discussed.

      10.   Employee Matters . Peak anticipates that it will consolidate
            Maverick's finance and operations functions in Peak's office and
            Maverick will retain its current offices within its current lease
            and there after providing the company identifies a justifiable
            requirement.


      11.   Board of Directors. Upon closing, the Board of Directors of Peak and
            Maverick shall consist of two Maverick nominee directors to be added
            to whatever number of directors are on Peak Board at the time. The
            new Board shall select the independent accountants for future fiscal
            years. Further, consideration to be given


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            to the option for a Director of Peak to sit on the Maverick Board
            and a Director of Maverick to sit on the Peak Board.

      12.   Conditions to Closing. The closing of the merger will be subject to
            customary closing conditions, including approval by the requisite
            percentage of Maverick shareholders, the absence of any breach of
            any representations and warranties, the absence of material
            undisclosed liabilities, compliance with applicable securities and
            other laws, the absence of material adverse changes in the financial
            or business condition or liabilities of Maverick, and receipt of
            appropriate audited financials. It also will be a condition to
            closing that there be no material changes in Maverick's capital
            structure, royalty, salary or bonus plans before the closing, that
            Maverick's material agreements are not adversely affected by the
            proposed acquisition, and that Maverick use its best efforts to
            retain its key employees.

      13.   Continuation of Business. From the date of this letter of intent
            until the expiration of the Exclusive Period, Maverick will continue
            to operate its business in the ordinary course and will not enter
            into any transaction or agreement or take any action out of the
            ordinary course, including any transaction or commitment greater
            than $100,000 (other than end-user license agreements pursuant to
            Maverick's standard end-user license agreement), any declaration of
            dividends, grants of new stock options or issuance of new shares of
            stock or rights thereto without first notifying Peak. Maverick will
            not terminate any employees without consulting with Peak.

      14.   Closing . It is anticipated that the definitive agreements will be
            executed by February 28, 2005, and that the transaction will be
            consummated by March 31, 2005, or as soon thereafter as is
            reasonably feasible, or such other date as is set forth in the
            definitive agreements.

      15.   Exclusive Period of Negotiation . Upon the signing of this letter of
            intent, the parties will enter into good faith negotiations to
            execute definitive agreements consistent with the terms and
            conditions of this letter on or before February 28, 2005.
            Accordingly, Maverick agrees that, after signing this letter and
            until May, 31, 2005 (the "Exclusive Period"), Maverick will not, and
            will not permit its officers, directors, employees, agents or
            representatives to, solicit, encourage, initiate, enter into,
            continue or participate in any negotiations or discussions with or
            provide any information to any third party concerning the possible
            acquisition or sale of Maverick or its stock, business or assets or
            any other transaction that would be inconsistent with the
            transaction contemplated by this letter.

      16.   Disclosure. No announcement of this Agreement shall be made without
            notice to and approval of the other party, which shall not be
            unreasonably withheld. The parties understand that applicable rules
            and regulation may require the public disclosure of this agreement.
            Peak will issue a press release upon signing the definitive
            agreement. Peak and Maverick agree to take all reasonable
            precautions to prevent any trading in Peak securities by their
            respective officers, directors,


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            employees and agents having knowledge of the proposed acquisition
            until the proposed acquisition has been sufficiently publicly
            disclosed. The parties understand and agree that until the press
            release is issued, neither party will disclose the fact that these
            negotiations are taking place, except to professional advisors and
            to employees of Peak and Maverick on a need-to-know basis.

      17.   Professional Fees . Each party will pay the fees of its own
            accountants, attorneys, investment advisors and other professionals.

      18.   Confidentiality. The parties agree to protect the non-public
            confidential information (the "Evaluation Material") of the other
            party received during the negotiations contemplated by this letter,
            and each party hereby reaffirms such obligations. The Evaluation
            Material will be used solely for the purpose of evaluating a
            possible transaction between the parties, and not in any way
            directly or indirectly detrimental to the other or its subsidiaries,
            and unless and until the parties have completed the contemplated
            acquisition pursuant to a definitive agreement, such information
            will be kept confidential by each party and its advisors, except
            that the Evaluation Material or portions thereof may be disclosed to
            those of its directors, officers, employees and representatives of
            your advisors (collectively, "Representatives") who need to know
            such information solely for the purpose of evaluating a possible
            acquisition (it being understood that, before disclosing the
            Evaluation Material or any portion thereof to such Representatives,
            each party will inform them of the confidential nature of the
            Evaluation Material and obtain their agreement to be bound by this
            agreement and not to disclose such information to any other person).
            The parties agree to be responsible for any breach of this Agreement
            by your Representatives.

                  In the event that a party or any of its Representatives become
            legally compelled (by deposition, interrogatory, request for
            documents, subpoena, civil investigative demand or similar process)
            to disclose any of the Evaluation Material, the disclosing party
            shall provide the other party with prompt prior written notice of
            such requirement so that the other party may seek a protective order
            or other appropriate remedy and/or waive compliance with the terms
            of this Agreement. In the event that such protective order or other
            remedy is not obtained, or that the other party waives compliance
            with the provisions hereof, the disclosing party agrees to furnish
            only that portion of the Evaluation Material which the disclosing
            party is advised by written opinion of counsel is legally required
            and to exercise best efforts to obtain assurance that confidential
            treatment will be accorded such Evaluation Material. If the
            definitive agreement is not consummated, or at any other time upon
            written request, a receiving party of Evaluation Material shall
            promptly return all copies of the Evaluation Material, and promptly
            destroy all copies of any analyses, compilations, studies or other
            documents prepared by or for the receiving party. This
            confidentiality agreement shall expire on the third anniversary date
            of this Letter of Intent, unless sooner expired by the parties
            entering into a definitive acquisition agreement.


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      19.   Nature of Negotiations. The parties understand that the negotiations
            described in this letter are merely preliminary negotiations. This
            letter does not constitute a binding proposal or offer by Peak or
            Maverick. Any such proposal or offer, if made, will be subject to
            execution of definitive agreements containing conditions, including
            but not limited to those referenced in this letter.

      20.   Governing Law. All matters related to this Letter of Intent and the
            definitive agreements shall be governed by the laws of the State of
            New York, without giving effect to its conflict of law principles.
            Any dispute which may arise between the parties arising out of or in
            connection with this Agreement shall be adjudicated before a court
            located in New York County in the State of New York, and the parties
            hereby submit to the exclusive jurisdiction of the state and federal
            courts located in New York County in the State of New York with
            respect to any action or legal proceeding commenced by any party,
            and irrevocably waive any objection they now or hereafter may have
            respecting the venue of any such action or proceeding brought in
            such a court or respecting the fact that such court is an
            inconvenient forum, relating to or arising out of this Agreement or
            any acts or omissions relating to the sale of the securities
            hereunder, and consent to the service of process in any such action
            or legal proceeding by means of registered or certified mail, return
            receipt requested, in care of the address set forth in this letter.
            The parties agree to waive its rights to a jury trial of any claim
            or cause of action based upon or arising out of this Agreement and
            the agreements contemplated hereby.

      21.   Effect of this Letter. Except for paragraphs 14 through 21 of this
            letter, which create binding obligations of Peak and Maverick as
            indicated, this letter creates no liability or obligation on the
            part of either Maverick or Peak. Neither party will have any
            obligation to consummate the transactions contemplated by this
            letter unless and until definitive agreements concerning the
            proposed transaction are executed by both parties and the conditions
            set forth in the definitive agreement are satisfied.

      22.   Remedies. In the event of a breach of this letter agreement by
            either party, the other party may be entitled to any remedy
            available at law or equity for such breach.

      We at Peak are enthusiastic about a business combination with Maverick and
look forward to working with you. If this letter accurately sets forth our
understanding, please sign and return a copy to me so that we may continue our
remaining negotiations.

                                       Very truly yours,

                                       Peak Entertainment Holdings, Inc.

                                       By: /s/ Wilf Shorrocks
                                           Wilf Shorrocks, CEO and Chairman

                                                        7/3/05


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AGREED TO AND ACCEPTED:

Maverick Entertainment Group plc

By:      /s/ Mike Diprose                            7/3/05
         Mike Diprose, Chief Executive Officer


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Appendix 1

                            REPRESENTATION AGREEMENT

THIS AGREEMENT is made on the 7th day of March 2005

      BETWEEN

      1.    MAVERICK ENTERTAINMENT GROUP PLC of Belmont House, 13 Upper High
            Street, Thame, Oxfordshire, OX9 3ER. ("Principal")

      2.    PEAK ENTERTAINMENT Ltd of Bagshaw Hall, Bagshaw Hill, Bakewell, DE45
            1DL. ("Licensor")

1.    DEFINITIONS

      The following terms shall have the following meanings for the purposes of
      the Agreement:

1.1   "Accounting Day": 30th April

1.2   "Intellectual Property" means the intellectual property listed on Schedule
      1

1.3   "Intellectual Property Merchandising Rights" the right to use the
      Intellectual Property during the Term of this Agreement and all trade
      marks, copyright and design rights therein in connection with the
      manufacture, distribution, sale, exploitation and advertising of
      merchandise.

1.4   "Business": the negotiation of Licenses of Merchandising Rights by the
      Licensor as agent for the Principal and all matters related thereto.

1.5   "Character Merchandising Rights" the right to use the fictitious
      characters associated with the Intellectual Property and agreed upon from
      time to time and developed by the Principal during the Term of this
      Agreement and all trademarks and copyright therein in connection with the
      manufacture, distribution, sale, exploitation and advertising of
      merchandise in connection with the Intellectual Property.

1.6   "Commission" the Commission payable to the Licensor is 35% of gross
      receipts in the UK and 40% of gross receipts in the rest of the world.

1.7   Subject to the terms of this Agreement, Peak shall have the sole and
      exclusive right to exploit the Series in the Territory in the media of
      Television Broadcasting, and to retain thirty-five percent (35%) of all
      gross revenues generated therefrom. Peak shall be the sole administrator
      of the music publishing to the Series in the Territory (which shall be


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      either in the public domain or available for license through ASCAP or BMI)
      and shall be entitled to retain thirty-five percent (35%) of gross
      revenues therefrom subject to any existing obligations on the date hereof.

1.8   "Expiry Date" 28th February 2008 but will automatically renew for the same
      term if a minimum (pound)500,000 in royalties has been paid to Maverick.

1.9   "Gross Royalty" the gross royalty actually received from a Licensee
      pursuant to a License together with (where applicable) an amount equal to
      the benefit or value of any available tax credit, repayment, exemption,
      allowance or deduction (available as a consequence of or in connection
      with such credit, repayment, exemption or allowance) whether pursuant to
      any domestic or local tax legislation or regulation or pursuant to any
      applicable double taxation treaty and whether or not such tax credit,
      repayment, exemption, allowance or deduction has been claimed.

1.10  "License" a License upon the Licensor's standard form of Licence Agreement
      to use the Merchandising Rights granted by Licensor to a licensee within
      the Territory during the Term, a copy of which is attached, as amended
      from time to time by agreement in writing between the parties.

1.11  "Licensee" means a person or company to whom the right to exploit the
      Merchandising Rights has been given.

1.12  "Merchandising Rights" the rights to license the Intellectual Property
      merchandising rights to third parties or subsidiaries/divisions of Peak
      Entertainment Ltd.

1.13  "Quarter" means a three month period ending on 31st March, 30th June, 30th
      September and 31st December.

1.14  "Term" the period starting on the date of this Agreement and ending on
      (and including) the Expiry Date unless earlier determined as provided in
      this Agreement.

1.15  "The Territory" means the world.

1.16  "The Parties" mean the Principal and the Licensor.

1.17  "Principal" means the person or persons who own the Intellectual Property

1.18  "Licensor" means the company who has been granted the right from the
      Principal to grant Licenses to Licensees in relation to the Intellectual
      Property

2.    GRANT AND RESERVATIONS

2.1   Subject as provided below the Principal grants to the Licensor for the
      Term the right to negotiate with and grant manufacturers and other
      interested parties in the Territory Licences in relation to the
      manufacture and distribution in the Territory of merchandise pursuant to
      the terms of this Agreement.


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2.2   Without prejudice to the remaining provisions of this Agreement Principal
      reserves the right:

      2.2.1 to vary its standard form licences in respect to any one or more
            prospective licensees;

      2.2.2 at its sole discretion to decline without giving reasons to
            consenting to the Licensor entering into any one or more Licences
            negotiated by the Licensor on its behalf;

      2.2.3 to exclude certain products included under this Agreement (see
            Schedule 2 Excluded Products);

3.    PRINCIPAL'S OBLIGATIONS

      The Principal agrees severally with the Licensor throughout the Term:

3.1   Support and Information

      To support the Licensor in its efforts to promote Business and in
      particular to supply samples of artwork, promotional material, drawings,
      and general information relating to the Merchandising Rights as are
      available to it upon the execution hereof and shall keep the Licensor
      reasonably so supplied throughout the Term provided that the Principal
      shall not be obliged to incur any cost in providing such support.

3.2   Advertising and Promotion

      3.2.1 To refer to the Licensor any enquiries from prospective licensees or
            other leads in the Territory.

      3.2.2 To supply to the Licensor information which may come into its
            possession which may assist the Licensor in carrying on the
            Business.

3.3   Maintenance of Rights

      Subject to Clause 4.5 of this Agreement to maintain its Merchandising
      Rights during the Term and not to cause or permit anything which may
      damage or endanger them or its title to them or assist or suffer others to
      do so or to consult with the Licensor if the Merchandising Rights are or
      appear likely to be damaged or endangered.

4.    LICENSOR'S OBLIGATIONS

      The Licensor agrees with the Principal throughout the Term as follows:

4.1   Diligence


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      At all times to work diligently to protect the interests of the Principal
      and the Intellectual Property.

4.2   Scope of activity and authority

      4.2.1 Not to describe itself as agent or representative of the Principal
            except as expressly authorised by this Agreement.

      4.2.2 Not to pledge the credit of the Principal in any way.

      4.2.3 Not to make any commission or demand or receive payment from a
            licensee for the grant or renewal of a Licence apart from the agreed
            Commission.

      4.2.4 Not to make any representations or give any warranties to
            prospective licensees other than to those contained in the terms of
            the Licence.

4.3   Promotion

      To use its best endeavors to induce manufacturers to make use of the
      Merchandising Rights in relation to the manufacture, promotion or sale of
      goods in particular by:

      4.3.1 personal visits to and correspondence with potential licensees;

      4.3.2 advertising and distribution of publicity matter subject however to
            the specific prior approval in writing in all cases by the Principal
            of the form of such advertising and publicity matter;

      4.3.3 attendance at trade shows and other sales outlets;

      4.3.4 preparing a licensing brochure for the Intellectual Property within
            a reasonable period of the date of this Agreement in a form approved
            by the Principal in writing prior to use.

4.4   Licences and Approvals

      4.4.1 Before entering into any Licence to provide details of the proposed
            Licensee to the Principal.

      4.4.2 Only to enter into Licences with Licensees in the terms of a licence
            in a form which has been agreed with the Principal in and not to
            agree any amendments to the Licence without the consent of the
            Principal.

      4.4.3 Forthwith on a Licence being entered into with a Licensee to provide
            to the Principal a true copy of the Licence.


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      4.4.4 Before permitting the commencement of manufacture to submit to the
            Principal for approval a sample of each design to be used on
            products, a sample of any written material to be used on products, a
            sample of any packaging material and (where the product is to be
            sold with confectionery) a sample of all printing inks and
            constituent elements of the product (e.g. resin for PVC
            collectibles). If the design is approved by the Principal the
            Licensor will further submit to the Principal for approval a sample
            of each product bearing the approved design together with packaging.
            The Licensor shall not authorize any Licensee to manufacture any
            product bearing a design not so approved. Prior to sale to ensure
            that all necessary safety certificates and licences are obtained and
            a copy forwarded to the Principal.

      4.4.5 If the Licensor shall breach any of the terms of this Clause 4.4 and
            such breach if capable of remedy is not remedied within 30 days of
            receipt of a written notice of such breach from the Principal this
            shall entitle the Principal to terminate this Agreement forthwith
            without further notice.

4.5   Protection of Property

      4.5.1 Not to cause or permit anything which may damage or endanger the
            Merchandising Rights or the Principal's title to them or assist or
            allow others to do so.

      4.5.2 To notify the Principal of any suspected infringement of
            Merchandising Rights.

      4.5.3 To take such reasonable action as the Principal (as appropriate) may
            direct at the expense of the Licensor in relation to such
            infringement.

      4.5.4 To compensate the Principal for any use by the Licensor of the
            Merchandising Rights otherwise than in accordance with this
            Agreement.

      4.5.5 To ensure that each Licence includes an indemnity for the Licensor
            against any liability incurred to third parties for any use of the
            Merchandising Rights otherwise than in accordance with this
            Agreement and the Licence.

      4.5.6 On the expiry or termination of this Agreement forthwith to cease to
            use the Merchandising Rights save as expressly authorised by the
            Principal in writing.

      4.5.7 To apply for registration of the Merchandising Rights as a trade
            mark (where appropriate) at the Licensor's expense (in any part of
            the world) on behalf of the Principal


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      4.5.8 Not to use the Merchandising Rights otherwise than as permitted by
            this Agreement.

      4.5.9 Not to use any name or mark similar to or capable of being confused
            with any part of the Merchandising Rights.

      4.5.10 Not to use the Merchandising Rights except directly in the
            Business.

      4.5.11 Not to use any part of the Merchandising Rights or any derivation
            of it in its trading or corporate name.

      4.5.12 To hold any additional goodwill generated by the Licensor for the
            Merchandising Rights or the Business as bare trustee for the
            Principal.

4.6   Good Faith

      In all matters to act loyally and faithfully toward the Principal.

4.7   Compliance

      4.7.1 To obey the Principal's reasonable orders and instructions in
            relation to the conduct of the Business.

      4.7.2 To conduct the Business in an orderly and businesslike manner
            maintaining at its own expense an office and organisation suitable
            and sufficient for the proper timely and efficient conduct of its
            obligations under this Agreement and to comply in the conduct of the
            business with all applicable laws, bylaws and requirements of any
            governmental or regulatory authority applicable to the Business.

4.8   Disclosures

      On entering into this or any other agreement or transaction with the
      Principal during the Term or any extensions of it to make full disclosure
      of all material circumstances and of everything known to it respecting the
      subject matter of the relevant contract or transaction which would be
      likely to influence the conduct of the Principal including in particular
      the disclosure of other agencies in which the Licensor is interested
      directly or indirectly.

4.9   Secrecy

      4.9.1 Not at any time during or after the Term to divulge or allow to be
            divulged to any person any confidential information relating to the
            Business or affairs of the Principal other than to persons who have
            signed a secrecy undertaking in the form approved by the Principal.


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      4.9.2 Not to permit any person to act or assist in the Business until such
            a person has signed such undertaking.

4.10  Accounts

      To keep accurate and separate records and accounts in respect of the
      conduct of the Business and in accordance with good accountancy custom and
      practice in England and in particular:

      4.10.1 Have them audited by qualified auditors once a year during the
            Term.

      4.10.2 Submit copies of audited accounts to the Principal on an annual
            basis no later than the 60th day following the end of its financial
            year (30th April each year).

      4.10.3 Keep said accounting records for not less than six years.

      4.10.4 No later than four months after the end of each Accounting Day
            supply to the Principal an auditors unqualified certificate
            confirming that the Licensor has remitted to the Principal the
            correct amounts of monies due under this Agreement.

      4.10.5 Permit a qualified accountant appointed by the Principal such
            qualified accountant to include the Internal Audit Department of the
            Principal to inspect the said accounting records for the purpose of
            verifying the amounts payable at all reasonable times.

4.11  Payment of Monies

      4.11.1 The Licensor shall diligently collect royalties due from Licensees.

      4.11.2 The Licensor shall within forty five (45) days of the end of each
            quarter or such other period agreed between all the Parties from
            time to time supply to the Principal a schedule showing royalties
            received and an estimate of royalties outstanding from licensees
            together with an aged analysis of outstanding monies together with
            details of actions taken to recover such outstanding monies.

      4.11.3 The Licensor shall immediately and in any event within 7 days
            following receipt of an invoice in respect of the same following the
            end of each Quarter (or such other period agreed between all the
            Parties from time to time) pay by direct telegraphic transfer into
            an account nominated by the Principal (as set out below) royalties
            received by the Licensor (after deducting Commission due to the
            Licensor) in such prior Quarter. Such monies shall become due from
            the date of invoice.


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            Bank Details:
            Bank: Barclays
            Sort Code: 20-71-64
            Account Name: Maverick Entertainment Limited
            Account Number: 70331783  02

      4.11.4 The Agent shall pay interest if it shall make a late payment of
            monies previously received by the Licensor at the rate of 4% per
            annum above the base rate for the time being of Lloyds Bank Plc.

4.12  Customer List

      To keep a list of actual and potential Licensees and to supply a copy of
      it to the Principal upon request.

4.13  Inspection of Books and Premises

      To permit the Principal or its representatives at all reasonable times to
      inspect all things material to the Business and to take copies of any
      relevant document and for this purpose enter any premises used in
      connection with the Business.

4.14  Assignment

      Not to assign charge or otherwise deal with this Agreement in any way
      without consent of the Principal.

4.15  Delegation

      Not to delegate any duties or obligations arising under this Agreement
      otherwise than may be expressly permitted under its terms.

4.16  Pay Expenses

      To pay all expenses of and incidental to the carrying on of the Business.

4.17  Information

      To provide the Principal within 30 days of the end of each Quarter with
      the following information:

      4.17.1 details of royalty received;

      4.17.2 a forecast of royalties to be received in the next three months;

      4.17.3 details of royalty due and not paid;


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      4.17.4 a licensee progress statement; and

      4.17.5 stocks of Licensed Products.

4.18  Sales Targets

      The Licensor shall meet the sales targets agreed from time to time with
      the Principal. For the avoidance of doubt the targets agreed shall be for
      net royalties being gross royalties after deduction of commission and
      distribution expenses only. Distribution expenses are to be capped at a
      maximum 5% of gross royalties where applicable.

5.    TERMINATION

      5.1 This Agreement shall terminate automatically on the Expiry Date and in
      the case of Clauses 5.2 to 5.7 inclusive, forthwith upon service of
      written notice to that effect.

5.2   Breach

      If any of the parties fails to comply with any of the terms and conditions
      of this Agreement and such failure if capable of remedy is not remedied
      within thirty (30) days of receipt of a written notice of such failure
      that the party not in default may terminate this Agreement by giving 30
      days notice to the other.

5.3   Insolvency

      If the Licensor goes into either compulsory or voluntary liquidation (save
      for the purpose of reconstruction or amalgamation) or if an administrator
      or administrative receiver is appointed in the respect of the whole or any
      part of its assets or if the Licensor makes assignment for the benefit of
      or composition with its creditors generally or threatens to do any of
      these things (or any judgment is made against the Licensor or any similar
      occurrence in any jurisdiction affected the Licensor).

6.    TERMINATION CONSEQUENCES

6.1   Procedure

      On the termination of this Agreement the Licensor undertakes:

      6.1.1 to return to the Principal all samples, drawings, publicity,
            promotional and advertising material used in the Business;

      6.1.2 not to make any further use nor reproduce nor exploit in any way the
            Merchandising Rights or the Principal's name or any mark or
            representation confusingly similar to the Merchandising Rights.


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6.2   Commission on Termination

      6.2.1 Provided that termination is not due to a breach of this Agreement
            by the Agent the Agent shall be entitled:

            6.2.1.1 to Commission in respect of Licences granted before the date
                  of termination but (subject to 6.2.1.2 below) not in respect
                  of Licences granted by the Principal after that date
                  notwithstanding that the Licensor may have been responsible in
                  whole or in part for the negotiation of the terms of any such
                  Licence.

            6.2.1.2 In respect of renewals of Licences granted prior to
                  termination that Licensor shall be entitled to receive
                  Commission under the renewed licence at the rate of 50% of the
                  Commission it would have received had this Agreement not been
                  terminated but limited to a period of 2 years following the
                  date of renewal of the Licence provided that the new Licence
                  is in respect of the Products identical to the Products
                  licensed to the previous Licence negotiated by the Licensor.

      6.2.2 If termination is due to a breach by the Licensor then the Licensor
            shall not be entitled to commission in respect of sales by licensees
            after the date of termination.

      6.2.3 On termination for whatever reason the Licensor shall cease to be
            entitled to collect royalties from licensees and instead the
            Principal shall collect such royalties and shall then account to the
            Licensor for the commission within 14 days of the Principal's
            receiving royalties from Licensees. On termination the Licensor
            shall pass to the Principal all its records relating to collection
            of royalties and in particular information relating to outstanding
            royalties.

6.3   Existing Rights

      The expiry or termination of this Agreement shall be without prejudice to
      any rights which have already accrued to either of the parties under this
      Agreement.

7.    INDEMNITY

7.1   The Licensor shall indemnify the Principal against all actions, claims,
      costs, damages and expenses which it may suffer to sustain as a result of
      actions of the Licensor which have not been authorised by the Principal..


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7.2   The Principal shall indemnify the Licensor against all actions, claims,
      costs, damages and expenses arising out of the Licensor's use of the
      Intellectual Property in accordance with terms of this Agreement.

8.    INSPECTION

      The Licensor shall permit the Principal at all reasonable times to inspect
      the Licensor's premises in order to satisfy itself that the Licensor is
      complying with its obligations under this Agreement.

9.    MISCELLANEOUS

9.1   No Waiver

      No waiver by the Principal of any of the Licensor's obligations under this
      Agreement shall be deemed effective unless made by the Principal in
      writing nor shall any waiver by the Principal in respect of any breach be
      deemed to constitute a waiver of or consent to any subsequent breach by
      the Licensor of its obligations.

9.2   Notices

      Any Notice to be served on either of the Parties by the other shall be
      sent by pre-paid Recorded Delivery or Registered Post or by facsimile to
      the address stated in Clause 1 and shall be deemed to have been received
      by the addressee within 72 hours.

9.3   Arbitration

      All questions or differences whatsoever touching this Agreement shall be
      referred to a single arbitrator to be agreed upon by the Parties, or,
      failing agreement, to be appointed by the then President of the Law
      Society, such arbitrator to have all powers conferred on arbitrators by
      the Arbitration Act 1950 or any statutory modification or re-enactment of
      it for the time being.

9.4   Choice of Law

      This Agreement shall be governed by English Law in every particular
      including formation and interpretation and shall be deemed to have been
      made in England.

10.   TRANSMISSION OF BENEFIT

      This Agreement shall be binding upon and inure to the benefit to the
      Principal and its successors and assigns.


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11.   ENTIRE UNDERSTANDING AND VARIATION

      11.1  This Agreement embodies the entire understanding of the parties in
            respect of the matters contained or referred to in it and there are
            no promises, terms, conditions or obligations oral or written,
            expressed or implied other than those contained in this Agreement.

      11.2  No other variation or amendment of this Agreement or oral promise or
            commitment related to it shall be valid unless committed to in
            writing and signed by the Principal.

12.   FORCE MAJEURE

      If the performance of this Agreement is prevented, restricted or
      interfered with by reason of circumstances beyond the reasonable control
      of the party obliged to perform it, the party so affected upon giving
      proper notice to the other party shall be excused from performance to the
      extent of the prevention, restriction or interference but the party so
      affected shall use its best efforts to avoid or remove such causes of
      non-performance and shall continue performance under the Agreement with
      the utmost dispatch whenever such causes are removed or diminished.

13.   HEADINGS

      The headings of conditions are for convenience of reference only and shall
      not affect their interpretation.


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AS WNITESS the hands of the duly authorised representatives of the parties to
this Agreement the day and year first before written.


Signed on behalf of Peak Entertainment Ltd:

/s/ P. Odgen
(Director)

Date:     7/3/05

Signed on behalf of

/s/ M. Diprose         M. Diprose
(Director)

Date:     7/3/05


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                                   SCHEDULE 1

                              INTELLECTUAL PROPERTY

MUFFIN THE MULE - It has been agreed that Peak will have the option to convert
all net cash received from sales of MTM rights and received by Maverick from now
up to and including 1st July 2005 and convert that income to back end share in
MTM.

This will be covered in a separate Co-Production Agreement at an agreed rate of
3% for every (pound)50,000 advanced up to a cap of (pound)400,000.


SNAILSBURY TAILS


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                                   SCHEDULE 2

It is agreed that Maverick will retain exclusively all the Video, DVD, and
Publishing rights exclusively in UK & Eire.

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