LICENCE AGREEMENT NUMBER MIMP 07

                                SUMMARY OF TERMS

The Licensee:            Name:       Zoo Digital Publishing Limited
                         Address:    Parkhead House

                                     20 Furnival Street
                                     Sheffield S1 4QT

                         Contact:    Andy Scrivener
                         Tel:        0117 9015100
                         Mobile:     07968 166303

The Property:            Monster Quest

The Licensor:            Peak Entertainment Ltd

The Products:            Game Boy Advanced Game (and any improved version of
                         the same which becomes available to the
                         public during the Term) containing the Property

The Territory:           Worldwide

The Term:                3 years from first publication of the Product

Advance Royalty:         US$ 25,000  plus VAT upon signature of this Agreement.

Guaranteed Royalty:      US$ 75000 plus VAT paid in quarterly payments over the
                         Term (DOES IT INCLUDE ADVANCE)  YES

Agreed Percentage:       US$1.50 per unit sold          2.7%

Number of Samples:       20

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This LICENCE AGREEMENT is made this            4th. day of October 2004 between:

THE PARTIES:

      1.    PEAK ENTERTAINMENT LTD whose registered office is at Bagshaw Hall ,
            Bagshaw Hill , Bakewell, Derbyshire, DE45 1DL. ("the Licensor")

      2.    THE LICENSEE: Zoo Digital Publishing Limited, 20 Furnival Street ,
            Sheffield S1 4QT ("the Licensee")

RECITALS

      (A)   The Licensor owns or controls all rights of exploitation in the
            Property and will continue to do during the Term.

      (B)   The Licensee wished to obtain a licence to manufacture, market, sell
            and distribute the Products incorporating the Property and the
            Licensor has agreed to grant such right.

      1.    DEFINITIONS

            "The Intellectual Property" - means copyright, trade mark and other
            rights in the Property.

            "Net Selling Price" - means the gross price at which the Licensee
            sells the Product in an arms length transaction to its customers in
            anywhere in the Territory less only normal trade discounts.

            "Notice" - means notice in writing served in accordance with the
            provisions of sub-clause 15.4.

            "The Royalties" - means the payments to be made to the Licensor by
            the Licensee under Clause 4.

            "The Specifications" - means the specifications set out in the first
            schedule.

            "The Style Guide" - means the documents provided by the Licensor to
            the Licensee from time to time giving details of the Property
            including the papers that have been given to the Licensee before the
            signing of this Agreement.

            "Channels of Distribution" - means all channels of distribution

            The words referred to in the first column of the Summary of Terms
            shall have the meanings attributed to them in the second column of
            the Summary of Terms Sheet.

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2.    GRANT

      2.1   In consideration of the obligations undertaken by the Licensee under
            this Agreement the Licensor grants to the Licensee an exclusive
            licence to manufacture, market, distribute and sell the Products in
            the Territory in accordance with the Specifications and the Style
            Guide and under the terms of this Agreement.

      2.2   The Licensor reserves the right to remove any of the Products listed
            in the Summary of Terms where they are not on sale to the trade in
            accordance with Clause 7.1 in any part of the Territory.

      2.3   The Licensor reserves all rights not specifically granted herein
            including the right to grant licences of the Property to other
            licensees in the Territory in respect of other product categories.

      2.4   The Licensor also reserves the right (with the prior written consent
            of the Licensee) to request any third party to manufacture the
            Products for promotional purposes.

3.    TERM

      This Agreement shall be for the Term unless terminated earlier in
      accordance with Clause 10 herein.

4.    ROYALTIES

      4.1   In consideration of the rights granted by the Licensor the Licensee
            shall pay to the Licensor a royalty of the Agreed Percentage of the
            Net Selling Price of each unit of the Products sold by the Licensee
            (less only normal trade discounts). Upon the signing of this
            Agreement the Licensee shall pay to the Licensor the Advance Royalty
            which shall not in any circumstances be repayable either in whole or
            in part but which shall be set off against royalty payments payable
            during the Term of this Agreement. All payments made by the Licensee
            to the Licensor pursuant to this Agreement shall be made by
            telegraphic transfer to the following account:


            Account: Peak Entertainment Ltd
            Bank:             Lloyds TSB Bank Plc
            Account No:       2560768
            Sort Code:        30-00-09

      4.2   The Licensee shall within 30 days of the 30th March, 30th June, 30th
            September and 30th December in each year deliver to the Licensor a

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            statement giving particulars of all sales of the Products effected
            by the Licensee since the last statement date (and in respect of the
            first statement; since the date of this Agreement) and showing the
            total royalty payable to the Licensor for the relevant period and at
            the same time deliver to the Licensor a remittance for the greater
            of the full amount of that royalty or an equal quarterly installment
            of the Guaranteed Royalty (less only the pro rata Advance applicable
            for the relevant quarter). The form of the statement is set out in
            the second Schedule.

      4.3   Subject to clause 4.6 below, if the Licensee's sales of the Product
            during the term or before the termination date (Clause 10) if sooner
            are insufficient to generate royalties equal to the Guaranteed
            Royalty at the end of the Term, or termination date (Clause 10),
            whichever the sooner, the Licensee shall pay to the Licensor the
            difference between royalties generated throughout the Term or before
            the termination date (Clause 10) if sooner and the Guaranteed
            Royalty.

      4.4   The Licensee shall keep and maintain separate and detailed accurate
            accounts and records so as to show the quantity and Net Selling
            Price of Products sold, used or otherwise disposed of by the
            Licensee for each royalty period. The Licensor shall have the right
            at reasonable hours, and on giving the Licensee reasonable notice,
            to appoint a representative (being a qualified, certified or
            chartered accountant) to audit the said accounts and records and if
            such audit reveals a discrepancy it shall be collected forthwith. It
            is further agreed that if such discrepancy is 5% or more in the
            Licensee's favour, the Licensee shall within 14 days of the date of
            the relevant invoice pay the Licensor's reasonable auditing fees and
            expenses in addition to any other payments due and interest on the
            discrepancy at 4% above the base lending rate from time to time of
            Lloyds TSB Bank Plc.

      4.5   All sums payable by the Licensee to any person pursuant to this
            Agreement shall be paid free and clear of all deductions (except
            normal trade discounts) or withholdings whatsoever, save only as may
            be required by any applicable law.

      4.6   Where the Agreement is terminated by the Licensee due to a breach of
            the Agreement by the Licensor, no further payments shall be due and
            payable by the Licensee to the Licensor.

5.    SPECIFICATION AND QUALITY

      5.1   The Licensee shall manufacture the Products according to the
            Specifications and the Style Guide or such other specifications as
            the Licensor may from time to time substitute (with the prior
            written consent of the Licensee) and at all times ensure that the
            Products are of the highest

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            quality attainable within the Specifications, in particular the
            Licensee is to ensure that the Products comply in all respects with
            the relevant statutes and regulations in respect of safety.

      5.2   The Licensee shall submit for the Licensor's written approval
            samples of the Products, any articles to be sold with the Products
            and all packaging material, display, advertising or publicity
            material and shall refrain from distribution, sales or publication
            of any of the Products until such approval shall have been first had
            and obtained. The Licensor reserves the right to require the
            Licensee to make any alterations that the Licensor may reasonably
            require to such items in order to conform with the Specifications.
            For the avoidance of doubt, the Licensor shall not have any right of
            veto in respect of the Products other than where the sample in
            respect of which the Licensor's approval is being sought , does not
            conform to the Specifications.

            5.2.1 The Licensee shall comply with this Clause 5.2 at each and
                  every stage of development of the Products identified as
                  follows:

                  PRODUCT                   PACKAGING

                  Rough visual of concept   Rough visual of concept
                  Hand/Sample/Prototype     Rough artwork
                  Pre-production sample     Finished artwork
                  Production sample         Artwork Proof
                                            Finished production packaging

            5.2.2 Approval will be granted on design, quality and compliance
                  with the Style Guide and the copyright lines and all designs
                  must be consistent with the identity and image of the
                  Property.

            5.2.3 Approval is not granted on the basis of any safety or fitness
                  for purpose aspect of the Products as such aspects are the
                  sole responsibility of the Licensee. The Licensee shall
                  produce to the Licensor when requested all relevant safety
                  certificates.

      5.3   The Licensee shall ensure that all units of the Products including
            their wrappings and packaging are of the same description as the
            sample approved by the Licensor in accordance with Clause 5.2.

      5.4   The Licensee shall supply to the Licensor the Number of Samples of
            the Products free of charge within three months of the first
            production of the Products.

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      5.5   If the Licensee or its third party manufacturer require imagery or
            artwork additional to the Style Guide, the Licensee agrees to pay
            the price quoted from time to time by the Licensor in respect
            thereof.

6.    USE AND PROTECTION OF INTELLECTUAL PROPERTY

      6.1   Every unit of the Products and all packaging, advertising and point
            of sale materials used in connection therewith and which
            incorporates the Intellectual Property shall bear the following
            statement which shall not be varied in any way by the Licensee
            without prior written consent of the Licensor:

            "(C) 2002 MEG/Peak Entertainment Ltd"

      6.2   The Licensee shall not use any of the Property as part of the
            Licensee's name or the name of any entity associated with it without
            the prior written consent of the Licensor.

      6.3   The Licensee shall not during the subsistence of this Agreement or
            at any time thereafter register or use any of the Intellectual
            Property in its own name as proprietor.

      6.4   The Licensee recognises the Licensor's title to the Intellectual
            Property and shall not claim any right title or interest in the
            Intellectual Property or any part of it save as is granted by this
            Agreement. Any Intellectual Property right that the Licensee shall
            acquire to the Intellectual Property is hereby assigned to the
            Licensor and, if appropriate, the Licensee shall enter into a legal
            assignment of such Intellectual Property without payment.

      6.5   The Licensee recognises that the copyright lines in any literary,
            artistic, musical or dramatic work and code generated or arising
            from the activities of the Licensee under this Agreement shall be
            the sole property of the Licensee and the Licensor with full title
            guarantee hereby assigns such copyright and all such rights in the
            Products to the Licensee.

      6.6   The Licensee shall promptly call to the attention of the Licensor
            the use of any part of the Property by any third party or any
            activity of any third party which might be in the opinion of the
            Licensee amount to infringement or passing off.

      6.7   The Licensee shall not assign the benefit of this Agreement or grant
            any sub-licence without prior written consent of the Licensor.

      6.8   The Licensee shall hold all goodwill generated by its operations
            under this Agreement as trustee for the benefit of the Licensor.

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      6.9   Any designs or other works derived by the Licensee from the
            Intellectual Property or any part of it shall be held by the
            Licensee on trust for the Licensor and at the Licensor's request
            shall be assigned to the Licensor without compensation.

      6.10  The Licensee shall not, except with the prior written consent of the
            Licensor, make use of the name of the Licensor in any connection
            otherwise than is expressly permitted by this Agreement.

      6.11  If required by the Licensor (and at the Licensor's cost), the
            Licensee will join with the Licensor to become a registered user of
            the Intellectual Property or any part of it.

7.    LICENSEE'S OBLIGATION AS TO MARKETING

      7.1   The Licensee shall ensure that the Products shall be on sale to the
            trade within twelve months, and on sale to the public within fifteen
            months of the commencement date of the Term.

      7.2   It is agreed by the Licensee that the Products will be sold only to
            recognised wholesale firms for resale to retail firms or to retail
            firms for resale to the public or direct to the public.

      7.3   The Licensee shall ensure so far as it is reasonable practicable
            that the Products are not supplied for resale as an integral part of
            any other product and shall not be supplied either directly or
            indirectly to other manufacturers or to hawkers, peddlers, street
            vendors and the like or to any person intending to distribute the
            Products gratuitously.

      7.4   The Licensee shall at all times use its best endeavours to promote
            and sell the Products in the Territory.

      7.5   The Licensee shall only market and sell Products in an ethical
            manner having regard at all times to the image and reputation of the
            Property and shall therefore use good taste at all times.

      7.6   The Licensee shall not harm, misuse or bring into disrepute the
            Property or the Licensor.

      7.7   The Licensee shall distribute and sell the Products only through the
            Distribution Channels as specified in Clause1 of this Agreement.

      7.8   Notwithstanding anything in clauses 7 or 8, the Licensee shall be
            entitled to give away free copies of the Product as part of its
            marketing plan.

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8.    NO PREMIUMS

      8.1   The Licensee shall not sell or otherwise dispose of any of the
            Products as premiums to any person or persons whatsoever without the
            consent of the Licensor.

      8.2   The right of sale as premiums is expressly reserved by the Licensor
            and if the Licensee shall receive any approach for the purpose of
            the use or sale of the products as premiums it shall forthwith
            notify the Licensor and furnish it with the names and full
            particulars of the person or persons making the approach.

      8.3   For the purposes of this clause "premium" means a product or
            products combined with a service which is sold or supplied in
            association with the promotion of another product or service offered
            in association with the sales promotional activities of retailers
            wholesalers or manufacturers associations with incentive programmes
            of all kinds.

9.    ACTION AGAINST THIRD PARTIES

      9.1   The Licensee shall have the no right to take action against third
            parties in respect of the Intellectual Property and if required to
            do so by the Licensor the Licensee shall co-operate fully with the
            Licensor in any such action (the Licensee's expenses incurred in
            doing so being borne by the Licensor).

      9.2   Any damages recovered in any action described in clause 9.1 shall be
            apportioned between the Licensor and the Licensee to fairly
            compensate them in respect of their respective losses, costs and
            expenses and the Licensee shall be entitled to set-off any expenses
            which is able to claim from the Licensor pursuant to Clause 9.1.

      9.3   Any decisions to take action against third parties shall be solely
            at the discretion of the Licensor.

10.   TERMINATION

      Without prejudice to any right or remedy either party may have against the
      other for breach or non-performance of this Agreement, either party shall
      have the right to immediately terminate this Agreement by serving on the
      other written notice to that effect in the following circumstances.

      10.1  On the other party committing a breach of any provision of this
            Agreement and failing to remedy such breach within 30 days of
            receiving written notice specifying the breach and requiring remedy
            thereof;

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      10.2  if the other party shall have any distress or executor levied upon
            it's goods or effects;

      10.3  on the other party becoming unable to pay its debts with the meaning
            of Section 123 Insolvency Act 1986, passing any resolution to wind
            itself up or on petition being presented to wind up the other party
            or if a Receiver or an Administrative Receiver of the other party's
            undertaking, property or assets or any part thereof is appointed or
            if an application is made for the appointment of an Administrator of
            the other party, or if the Directors of the other party propose a
            composition of debts or scheme of arrangements.

      10.4  on the other party for any reason whatever nature being
            substantially prevented from performing or becoming unable to
            perform its obligations under this Agreement.

      10.5  on the other party assigning, sub-contracting or attempting to
            sub-contract or assign this Agreement without the prior written
            consent of the Licensor;

      10.6  if the other party ceases or threatens to cease carrying on it's
            usual business for a period in excess of thirty (30) working days
            consecutively.

11.   TERMINATION CONSEQUENCES

      11.1  Upon termination of this Agreement whether by expiry of the Term or
            otherwise the Licensee shall forthwith discontinue manufacture of
            the Products.

      11.2  If the Licensee shall have any remaining stocks of the Products at
            the time of termination they may be disposed of by the Licensee in
            compliance with the terms of this Agreement for three months after
            termination but not otherwise.

      11.3  Any Products in the course of manufacture at the time of termination
            may be completed within 14 days and disposed of in compliance with
            Clause 11.2 of this Agreement but not otherwise.

      11.4  The Licensee shall forthwith upon valid termination of this
            Agreement by the Licensor pay to the Licensor the Guaranteed Royalty
            to the extent not paid earlier through any combination of the
            Advance or royalties earned prior to termination.

12.   LICENSORS WARRANTY

      Licensor represents and warrants to the Licensee that:

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      12.1  It has and will have throughout the Term of this Agreement, the
            unrestricted right to exploit the Property in all media throughout
            the Territory and to grant the rights granted in favour of the
            Licensee in this Agreement.

      12.2  The rights granted herein do not violate or infringe any agreements,
            rights or obligations existing, or to be created during the Term, of
            any person, firm or corporation.

13.   INDEMNITY

      13.1  Each party shall indemnify and hold harmless the other from and
            against any liability, loss, claim or proceedings whatsoever arising
            under any statute or at Common Law in respect of personal injury to
            or the death of any person and any injury or damage to any property
            real or personal arising from the sale of the Products unless such
            liability arises from the neglect or default of the claiming party.

      13.2  The Licensee shall have in force during the Term product liability
            insurance for not less than the equivalent of 1 million pounds.

      13.3  The policies of insurance shall be shown to the Licensor whenever it
            requests together with satisfactory evidence of payment of premiums.

      13.4  Subject to the provisions of clause 13.5, the entire liability of
            either party under or in connection with this Agreement, whether for
            negligence, breach of contract, misrepresentation or otherwise (but
            excluding any indirect loss or loss of profits), is limited in
            aggregate of (pound)3,000,000 (three million pounds).

      13.5  Nothing in this Agreement shall operate to exclude or restrict
            either party's liability to the other for death or personal injury
            resulting from negligence, fraud or deceit.

14.   INSPECTION

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

15.   MISCELLANEOUS

      15.1  No Waiver

      No waiver by either party of any of the other's obligations under this
      Agreement shall be deemed effective unless made by the party in writing
      nor shall any waiver

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      by either party in respect of any breach be deemed to constitute waiver of
      or consent to any subsequent breach by the other of it's obligations.

      15.2  Severance

      In the event that any provision of this Agreement is declared by any
      judicial proceedings or other competent authority to be void, voidable or
      illegal the remaining provisions shall continue to apply

      15.3  No Agency or Partnership

      The Parties are not partners nor joint venturers nor is the Licensee
      entitled to act as the Licensor's agent nor shall the Licensor be liable
      in respect of any representation act or omission of the Licensee whatever
      nature.

      15.4  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 with (three) 3 working days after posting or 24 hours of
      transmission if sent by facsimile.

      15.5  Choice of Law

      This Agreement shall be governed by English law in every particular
      including formation and interpretation and shall subject to the
      jurisdiction of the English Courts.

16.   TRANSMISSION OF BENEFIT

      16.1  This Agreement shall be binding upon and inure to the benefit of the
            parties and their successors.

      16.2  Neither party may not assign or sub-licence the rights contained in
            this Agreement without the prior written consent of the other party.

17.   INTEREST

      If any sums due hereunder remain unpaid for a period in excess of 30 days
      after they have become due to the Licensor the unpaid balance will accrue
      interest at the rate of 3% per annum above the base rate for the time
      being of Lloyds TSB Bank Plc.

18.   FORCE MAJEURE

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      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 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 despatch whenever such causes are removed or diminished.

19.   HEADINGS

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

20.   ENTIRE UNDERSTANDING AND VARIATION

      20.1  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, conditions or obligations oral or written, expressed or
            implied other than those contained in this Agreement.

      20.2  No variation or amendment of this Agreement or oral promise or
            commitment related to it shall be valid unless committed to writing
            and signed by a director of the Owner.

21.   THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

      This  Agreement does not create any right enforceable by any person nor a
            party to it.

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                               THE FIRST SCHEDULE

                                 SPECIFICATIONS

The Product shall be manufactured to a standard no lower than the sample
provided by the Licensee to the Licensor in accordance with Clause 5.2.

The material used in the manufacturing the Product shall be of no lower quality
than that used in the sample.

The colour and depiction of the material shall be as specified in the Style
Guide.

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SIGNED BY .../s/.................................................

FOR AND ON BEHALF OF THE LICENSOR Peak Entertainment Ltd


SIGNED BY .../s/.................................................

FOR AND ON BEHALF OF THE LICENSEE Zoo Digital PLC