EXHIBIT 10.5


                         LICENSE AGREEMENT NUMBER PPC002

The Licensee:        Name:        Toontastic Publishing Ltd
                     Address:     Office Block 1, Southlink Business Park
                                  Southlink
                                  Oldham, OL4 1DE

                     Contact:     Alan Young, General Manager
                                  tel: 0161 6260414
                                  fax: 0161 628 4655
                                  e-mail: alan.Young@toontasticpublishing.com

The Property:                    Pretty Pony Club

The Principal:                   W + P Shorrocks

The Licensor:                    Peak Entertainment Ltd

The Products:                    Monthly Comic with Covermount & specials
                                 including but not limited to bagged formats

Channels of Distribution:        All

The Territory:                   United Kingdom & Eire

The Term:                        1st March 04 to 28th Feb 05

Advance Royalty:                 (pound)2,500 + Vat on signature

Guaranteed Royalty:              Nil

Royalty Rate:                    4% of net selling price on all PPC publishing
                                 formats
                                 5% of Toontastic purchase price on covermounts
                                  manufactured by third party of
                                 PCC toy.
                                 PACKS:
                                 1 PPC comic 1-3%, 2 PPC comics 2-3%

Number of Samples:               5 of each product MUST BE SUPPLIED

                                 As part of these terms the past annual
                                 royalty returns for 2003 and 2004 must be
                                 filled in and returned signed along with
                                 last quarters royalty payment.


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

      2.    THE LICENSEE: whose full name and trading or registered address is
            referred to on the Summary of Terms Sheet ("the Licensee")

RECITALS

(A)   The Licensor controls all rights of exploitation in the Property.

(B)   The Licensee wished to obtain a license 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.

      "FOB PRICE" - means the gross price at which the Licensee sells the
      Product in an arms length transaction to its customers in an overseas
      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
            license to apply the Property to the manufacture, marketing,
            distribution and sale of the Products in the Territory in accordance
            with the Specifications and the Style Guide and under the terms of
            this Agreement in the Territory.

      2.2   The Licensee shall only market and solicit orders for the Products
            in the Territory. If it receives orders for the supply of Products
            outside the Territory it will immediately inform the Licensor
            thereof.

      2.3   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.

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

      2.5   The Licensor also reserves the right 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


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      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
            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 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   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 giving separately the figures for
            each product. 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.

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 and at all times


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            ensure that the Products are of the highest quality attainable
            within the Specifications, in particular the Licensee is to ensure
            that the Products comply in all respects with the provisions of the
            relevant Toy Safety Regulations (where applicable) and all other
            relevant statutes, regulations and codes of practice in respect of
            safety and quality.

      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 require to
            such items.

            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.

            5.5   If the Licensee employs a third party to manufacture the
                  Products the Licensee shall:

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            5.5.1 put in place adequate controls to ensure that the manufacturer
                  only manufactures the Product for the Licensee;

            5.5.2 ensure that title to any plates or dies manufactured specially
                  for production of the Products are the property of the
                  Licensee and shall be returned to the Licensee by the
                  manufacturer on demand;

            5.5.3 only employ manufacturers after a full enquiry has been made
                  to ensure that they are of proper status; and

            5.5.4 ensure that any Products manufactured meet the Specifications.

      5.6   If the Licensee or its third party manufacturer requires 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 "W&P Shorrocks / Peak Entertainment Ltd" and any
         other equity partner

      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 Products 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 generated or arising from the
            activities of the Licensee under this Agreement shall be the


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            property of the Licensor and the Licensee with full title guarantee
            hereby assigns such copyright and all rights related thereto to the
            Licensor. If the Licensee requires or employs a third party to
            create any work in connection with this Agreement in respect of
            which copyright exists, the Licensee shall, prior to the third party
            creating the said work, obtain an assignment of such copyright and
            related rights in favour of the Licensor and the Licensee shall do
            all things necessary to ensure that the said copyright shall vest in
            the Licensor.

      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-license 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.

      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, 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


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            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 endeavors 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.

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 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.


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      9.2   All damages shall be the exclusive property of the Licensor provided
            that 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 the Licensor may have against the
      Licensee for breach or non-performance of this Agreement, the Licensor
      shall have the right to immediately terminate this Agreement by serving
      the Licensee with written notice to that effect in the following
      circumstances.

      10.1  On the Licensee 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;

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

      10.3  on the Licensee 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 Licensee or
            if a Receiver or an Administrative Receiver of the Licensee'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 Licensee, or if the Directors of the Licensee propose a
            composition of debts or scheme of arrangements.

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

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

      10.6  if control of the Licensee shall pass from the present shareholders
            or owned or controlled by other persons whom the Licensor shall in
            it's absolute discretion regard as unsuitable;

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


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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 termination 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:

      12.1  It has and will have throughout the Term of this Agreement, the
            right to exploit the Property in all media throughout the Territory.

      12.2  The rights granted herein do not, so far as the Licensor is aware,
            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  The Licensee shall indemnify and hold harmless the Licensor 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 Licensor.

      13.2  The Licensee shall have in force Public and Product Liability
            Insurance for not less than the equivalent of 1 million satisfactory
            to the Licensor and with the Licensor as additional named insured.

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


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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 the Licensor of any of the Licensee's obligations under this
      Agreement shall be deemed effective unless made by the Licensor in writing
      nor shall any waiver by the Licensor in respect of any breach be deemed to
      constitute waiver of or consent to any subsequent breach by the Licensee
      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 unless the
      Licensor at the Licensor's discretion decides that the effect is to defeat
      the original intentions of the Parties in which case it shall be entitled
      to terminate the Agreement by 30 days notice in which event the provisions
      of Clause 11 shall apply.

      15.3  NO AGENCY OR PARTNERSHIP

      The Parties are not partners nor joint ventures 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

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      16.1  This Agreement shall be binding upon and inure to the benefit of the
            Licensor and its successors and assigns.

      16.2  The Licensee may not assign or sub-license the rights contained in
            this Agreement.

17.   INTEREST

      If any sums due hereunder remain unpaid for a period in excess of 14 days
      after they have become due to the Licensor the unpaid balance will accrue
      interest at the rate of 4% per annum above the base rate for the time
      being of Lloyds TSB Bank Plc.

18.   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 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


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      This Agreement does not create any right enforceable by any person nor a
      party to it provided that a person who is the permitted assignee or a
      successor to the Licensor is deemed to be a party to this Agreement.





                               THE FIRST SCHEDULE

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/                                                            1/4/04
          -------------------------------------------------------------

FOR AND ON BEHALF OF THE LICENSOR



SIGNED BY /s/
          -------------------------------------------------------------

FOR AND ON BEHALF OF THE LICENSEE