EXHIBIT 10.46

                     INTERNATIONAL REPRESENTATION AGREEMENT

THIS AGREEMENT is made on the 2nd day of August 2004.

BETWEEN

      1.    PEAK ENTERTAINMENT LTD of Bagshaw Hall,Bagshaw Hill, Bakewell,
            Derbyshire, DE45 1DL ("Peak"); and

      2.    Blue Chip Brands Pty Ltd of 37 Naroo Street , Balwyn, Victoria 3103,
            Australia (Agent)

1.    DEFINITIONS

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

1.1   "Accounting Day": 30th April

1.2   "Brand" means "Countin Sheep"

1.3   "Brand Name Merchandising Rights" the right to use the Brand 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
      Agent as agent for Peak and all matters related thereto.

1.5   "Character Merchandising Rights" the right to use the fictitious
      characters associated with the Brand and agreed upon from time to time and
      developed by Peak during the Term of this Agreement and all trade marks
      and copyright therein in connection with the manufacture, distribution,
      sale, exploitation and advertising of merchandise in connection with the
      Brand. All TV and video distribution shall be excluded from the grant of
      rights contained herein.

1.6   "Commission" the Commission payable to the Agent 30 % of gross royalty on
      all deals with the exception of the plush toy range. If plush toy range is
      distributed by company introduced to Peak by agent, commission payable to
      agent will be 1.5% of gross receipts.

1.7   "Expiry Date" 31st December.2006..

1.8   "Gross Royalty" the gross royalty actually received from a licensee
      pursuant to a Licence together with (where applicable) an amount equal to
      the benefit or value of any available tax credit, repayment, exemption,
      allowance or deduction

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      (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.

1.9   "Licence" a Licence upon Peak's standard form of Licence Agreement to use
      the Merchandising Rights granted by Peak 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.

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

1.11  "Merchandising Rights" the Character Merchandising Rights and Brand Name
      Merchandising Rights.

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

1.13  "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.

1.14  "The Territory" means

1.15  "The Parties" mean Peak and the Agent.

2.    GRANT AND RESERVATIONS

2.1   Subject as provided below Peak grants to the Agent 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.

2.2   The grant of rights shall not include the right to arrange for the
      manufacture of merchandise incorporating the Merchandising Rights for
      promotional purposes, unless approved by Peak

2.3   Without prejudice to the remaining provisions of this Agreement Peak
      reserves the right:

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

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

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      2.3.3 to negotiate with and grant manufacturers and other interested
            parties Licences in relation to the distribution of merchandise in
            the Territory;

      2.3.4 to exclude certain products included under this Agreement (see
            Schedule 1 Excluded Products);

      2.3.5 to arrange for the manufacture of merchandise including the
            Merchandising Rights for promotional purposes within the Territory.

3.    PEAK'S OBLIGATIONS

      Peak agrees severally with the Agent throughout the Term:

3.1   Support and Information

      To support the Agent 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 Agent reasonably so supplied
      throughout the Term.

3.2   Advertising and Promotion

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

      3.2.2 To supply to the Agent information which may come into its
            possession which may assist the Agent 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 Agent if the Merchandising Rights are or
      appear likely to be damaged or endangered.

4.    AGENT'S OBLIGATIONS

      The Agent agrees with Peak throughout the Term as follows:

4.1   Diligence

      At all times to work diligently to protect the interests of Peak and the
      Countin Sheep property.

4.2   Scope of activity and authority

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      4.2.1 Not to deal directly or indirectly with any prospective licensee
            located outside the Territory or with any person located within the
            Territory knowing or having reason to believe that goods produced
            under a Licence granted to such a person would be resold outside the
            Territory without written approval from Peak.

      4.2.2 Not to describe itself as agent or representative of Peak except as
            expressly authorised by this Agreement.

      4.2.3 Not to pledge the credit of Peak in any way.

      4.2.4 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.

      4.2.5 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 endeavours 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 Peak 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 Programmes and the Brand
            within a reasonable period of the date of this Agreement in a form
            approved by Peak in writing prior to use.

4.4   Licences and Approvals

      4.4.1 To refer to Peak any enquiries which may come into its possession
            which may assist Peak or its subsidiaries to grant Licences in
            connection with the exploitation of the Brand.

      4.4.2 Before entering into any Licence to provide details of the proposed
            Licensee to Peak.

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

      4.4.4 Forthwith on a Licence being entered into with a licensee to provide
            to Peak (as appropriate) a true copy of the Licence.

      4.4.5 Before permitting the commencement of manufacture to submit to Peak
            (as appropriate) 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 Peak the Agent will
            further submit to Peak for approval a sample of each product bearing
            the approved design together with packaging. The Agent shall not
            authorise 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 Peak.

      4.4.6 If the Agent 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 Peak this shall
            entitle Peak to terminate this licence 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 Peak's title to them or assist or allow
            others to do so.

      4.5.2 To notify Peak of any suspected infringement of Merchandising
            Rights.

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

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

      4.5.5 To ensure that each Licence includes an indemnity for the Agent
            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 Peak in
            writing.

      4.5.7 Not to apply for registration of any part of the Merchandising
            Rights as a trade mark but to give Peak at Peak's expense any
            assistance it may

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            require in connection with the registration of any part of the
            Merchandising Rights as a trade mark in any part of the world and
            not to interfere with in any manner nor attempt to prohibit the use
            or registration of any part of the Merchandising Rights or any name,
            device or design resembling it by any other licensee of the Agent.

      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 Agent 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 Peak.

4.7   Compliance

      4.7.1 To obey Peak'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 Peak
      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 Peak including in particular the
      disclosure of other agencies in which the Agent is interested directly or
      indirectly.

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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 Peak other than to persons who have signed a
            secrecy undertaking in the form approved by Peak.

      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 Peak 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 Peak an auditors unqualified certificate confirming that
            the Agent has remitted to Peak the correct amounts of monies due
            under this Agreement.

      4.10.5 Permit a qualified accountant appointed by Peak such qualified
            accountant to include the Internal Audit Department of Peak 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 Agent shall diligently collect royalties due from licensees.

      4.11.2 The Agent 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 Peak 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 Agent 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 Peak (as set out below) royalties received
            by the Agent (after deducting

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            Commission due to the Agent) in such prior Quarter. Such monies
            shall become due from the date of invoice.

            Bank Details

      4.11.4 The Agent shall pay interest if it shall make a late payment of
            monies previously received by the Agent 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 Peak upon request.

4.13  Inspection of Books and Premises

      To permit Peak 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 Peak.

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 Peak 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 Agent shall meet the sales targets agreed from time to time with Peak.
      For the avoidance of doubt the targets agreed shall be for net royalties
      being gross royalties after deduction of commission and distribution
      expenses only.

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 Agent 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 Agent makes assignment for the benefit of or
      composition with its creditors generally or threatens to do any of these
      things (or any judgement is made against the Agent or any similar
      occurrence in any jurisdiction affected the Agent).

6.    TERMINATION CONSEQUENCES

6.1   Procedure

      On the termination of this Agreement the Agent undertakes:

      6.1.1 to return to Peak 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 Peak'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 Peak after that date notwithstanding
                  that the Agent 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 Agent 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 Agent.

      6.2.2 If termination is due to a breach by the Agent then the Agent 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 Agent shall cease to be
            entitled to collect royalties from licensees and instead Peak shall
            collect such royalties and shall then account to the Agent for the
            commission within 14 days of Peak receiving royalties from
            licensees. On termination the Agent shall pass to Peak 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 Agent shall indemnify Peak against all actions, claims, costs, damages
      and expenses which it may suffer to sustain as a result of actions of the
      Agent which have not been authorised by Peak.

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

8.    INSPECTION

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

9.    MISCELLANEOUS

9.1   No Waiver

      No waiver by Peak of any of the Agent's obligations under this Agreement
      shall be deemed effective unless made by Peak in writing nor shall any
      waiver by Peak in respect of any breach be deemed to constitute a waiver
      of or consent to any subsequent breach by the Agent 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 Clause1 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 Peak and
      its successors and assigns.

11.   ENTIRE UNDERSTANDING AND VARIATION

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      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 a director of Peak.

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 despatch 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 WITNESS 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. Shorrocks
.......................................................
(Director)

Date: ............5.1.05.......................

Signed on behalf of Blue Chip Brands Pty Ltd

/s/
........................................................
(Director)

Date: .........13/11/2004........................

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                                  SCHEDULE ONE

                                Excluded Products