EXHIBIT 10.7


                                  IN MY POCKET

                                LICENSE AGREEMENT

MEMORANDUM OF AGREEMENT, effective as of the 25th day of February 2002, by and
between, on the one hand, Morrison Entertainment Group, Inc. ('Licensor'), 1334
Parkview Ave., Suite 300, Manhattan Beach, CA 90266 USA, and, on the other hand,
Peak Entertainment Ltd. ('Licensee'), Holme Hall, Holme Lane, Bakewell,
Derbyshire, DE45 1GF, England and Mr. and Mrs. Wilfred Shorrocks ('Shorrocks"),
Holme Hall, Holme Lane, Derbyshire, DE45 1GF. England.

For and in consideration of the mutual promises, covenants and undertakings
herein contained and for other good and valuable consideration by each of the
other given, receipt of which is hereby mutually acknowledged, the parties
hereby agree as follows:

RECITALS:

         WHEREAS, Licensor is the sole proprietor of the Item (as defined in
Paragraph 1(a) below) and controls the Item together with exploitation rights
connected therewith in all media worldwide;

         WHEREAS, Licensor and Just Group Plc ("Just') previously entered into a
License Agreement dated as of June 12, 2001 (the "Previous License") pursuant to
which Just was granted certain rights worldwide;

         WHEREAS, Licensor has now terminated the Previous License;

         NOW, THEREFORE, Licensor and Licensee desire to enter into this License
Agreement on the terms set forth herein.

1.    LICENSED PROPERTY

      (a)   Definition: "Item" means the concept, product. design and/or
            invention presented by Licensor to Licensee, currently known as
            MONSTER IN MY POCKET, PUPPY IN MY POCKET, and all other IN MY POCKET
            concepts, products, designs and/or inventions presently owned or
            controlled by Licensor.

      (b)   Licensor's Intellectual Property Rights: Any and all intellectual
            property rights owned or controlled by Licensor which may be
            embodied in or may relate to the Item shall be deemed subject to the
            grant of rights contemplated by this Agreement, including, without
            limitation, applications for or patents issued in the Item;
            copyrights in the Item or in any visual or audible material related
            thereto; trademarks either previously used in commerce by Licensor
            in connection with the Item or with respect to which Licensor has
            officially, and in a manner sanctioned by applicable laws,
            indicating its intent to use (individually or collectively referred
            to herein as the "Trademark(s)"; and proprietary or confidential
            data or information or trade secrets relating to the Item or its
            design or manufacture. Without limitation of the foregoing, a
            complete list of Trademarks registered by Licensor in the U.S. as of
            the date of this Agreement is set forth in the schedule attached
            hereto and incorporated herein by this reference.

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      (c)   Modifications: Licensor agrees that any improvement, modification or
            enhancement of the Item, created subsequent to Licensor's
            presentation of the Item to Licensee (hereinafter, "Extension
            Item"), and created, owned or controlled by Licensor during the term
            of this Agreement will be deemed to be included within the scope of
            those rights granted by Licensor to Licensee herein.

      (d)   Licensed Property: "Licensed Property" means the Item as above
            defined and all of Licensor's rights and interests in the Item,
            including but not limited to all of Licensor's property rights
            described in this Paragraph 1. "Licensed Property" shall not include
            the "Nintendo Claim" (as defined in Paragraph 4(e) below) or any
            proceeds derived from the Nintendo Claim. "Licensed Products" shall
            mean any product utilizing the Licensed Property and/or marketed
            and/or distributed using any Trademark.

2.    GRANT.

      (a)   Use: Licensor grants, assigns, and transfers to Licensee the sole
            and exclusive right, privilege and license to make, reproduce,
            modify, use, sell and/or otherwise exploit or sublicense the
            Licensed Property in the Territory in conjunction with all types of
            products and in all media throughout the Territory. Licensee hereby
            appoints Licensor its exclusive licensing agent to represent the
            Licensed Property in the United States and its territories and
            possessions, Licensee shall have the right to terminate such
            appointment upon thirty (30) days prior written notice to the
            Licensor in the event that (i) an Entertainment Production License
            (as defined in Paragraph 2(d) below) is executed; or (ii) Licensee
            opens an office in the United States. Subject to the terms of
            Paragraph 6A(a) below, Licensee shall have the right to engage
            sub-agents in all other countries of the Territory, provided that
            (i) each sub-agent shall be subject to the reasonable approval of
            Licensor; and (ii) each sub-agent shall be bound by all of the terms
            of this Agreement.

      (b)   Territory: The rights granted hereunder to Licensee will be
            effective worldwide.

      (c)   Term: The term of the license granted herein will commence on the
            date first set forth above and will continue for a period of twenty
            (20) years thereafter ("Term"), unless sooner terminated in
            accordance with the terms hereof.

      (d)   Entertainment Production: For the purposes of this Agreement, an
            Entertainment Production shall mean a theatrical motion picture or
            television production based upon the License Property which may be
            produced and financed by an entity other than Licensor or Licensee.
            Licensor and Licensee shall mutually approve the terms of any
            license for an Entertainment Production ("Entertainment Production
            License"). Licensor and Licensee agree that the term of any
            Entertainment Production License may exceed the Term hereof. In such
            event, any revenue generated pursuant to such Entertainment
            Production License after the Term shall continue to be allocated in
            accordance with the terms of Paragraph 6A below. Licensee shall have
            the exclusive right during the Term to negotiate with third parties
            in connection with a possible Entertainment Production, provided
            that the terms of any Entertainment Production License shall be
            subject to the approval of Licensor, which approval shall not be
            unreasonably withheld. The preceding sentence shall not be deemed to
            authorize Licensor to directly enter into any Entertainment
            Production License or agree to any terms thereof without Licensee's
            prior written approval.


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      (e)   Notwithstanding anything to the contrary contained herein, Licensee
            hereby expressly acknowledges and agrees that no rights shall be
            deemed granted and this agreement shall be of no force or effect
            until Licensor is in receipt of the Initial Payment (as defined in
            Paragraph 6(a)(ii)(1) below).

3.    INTELLECTUAL PROPERTY RIGHTS

      (a)   Trademarks (and Service Marks): Licensee reserves the right in its
            discretion to adopt any name, names, or translations of names for or
            in connection with the Item or Licensed Property (hereinafter
            "Name"), or to change the Name as Licensee so elects. All
            translations of the Name shall be subject to Licensor's prior
            written approval, which shall not be, unreasonably withheld.
            Notwithstanding the creation of the Name, if any, by Licensee, the
            Name will be the exclusive property of Licensor during the term and
            subsequent to the expiration or termination of this Agreement. Any
            application for, or registration of, the Name subsequent to the date
            of this Agreement will be in the name of Licensor, who will be the
            sole owner thereof, except to the extent referenced above, and any
            such Name shall be deemed to be a Trademark for purposes hereof.

      (b)   Upon the mutual approval of Licensor and Licensee, Licensor shall
            file registrations (and extensions, if applicable) for Trademarks in
            each country for which Licensor and Licensee mutually determine,
            provided that (i) the costs of any such registrations, including
            attorneys' fees, shall be borne fifty percent (50%) by Licensee and
            fifty percent (50%) by Licensor; (ii) all such registrations shall
            be in the name of Licensor; and (iii) Licensee shall reimburse
            Licensor for its share of such costs immediately following
            Licensor's submission of documentation of such costs.

      (c)   Copyrights:

            (i)   All copyrights in the Item and any Extension Item designed by
                  Licensor will belong to Licensor. Licensee agrees to execute
                  any documents necessary for assignment of any copyrights in
                  accordance with the foregoing.

            (ii)  All copyrights in any Entertainment Production will belong to
                  the entity producing such Entertainment Production, including
                  Licensee in the event that Licensee is such Producer and such
                  third party shall be entitled to include appropriate copyright
                  notices on all products and packaging for any Entertainment
                  Production.

      (d)   Required Notices: The following shall be placed on all products and
            packaging (other than products and packaging for Entertainment
            Productions as set forth in Paragraph 3(c) above): "(c) (date)
            Morrison Entertainment Group, Inc. All rights reserved. Licensed by
            Peak Entertainment Ltd."


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4.    WARRANTY.

      (a)   Licensor warrants that, subject to Paragraph 4(e) below, it has such
            right, title and interest in and to the Licensed Property as to
            enable it to vest in Licensee. free from any liens or encumbrances
            or third party rights, the sole and exclusive right, privilege and
            license herein conveyed.

      (b)   Licensee warrants and represents that the rights granted herein have
            not been licensed to any other person or entity and that Licensor is
            the legal and beneficial owner of the Item. .

      (c)   To the best of Licensor's knowledge, the exercise by Licensee of the
            rights granted herein shall not infringe the rights of any third
            party; and

      (d)   Licensor has terminated the Previous License.

      (e)   Licensee hereby acknowledges knowledge of Licensor's action
            presently pending against Nintendo of America, Inc. [case no.
            00-3255] (the "Nintendo Claim").

5.    EXCLUSIVITY

      Reference is hereby made to the agreement (the "HBPI Agreement') dated
      August 6, 1991 between Licensor and Hanna-Barbera Productions, Inc.,
      ("HBPI") a copy of which is attached hereto and incorporated herein by
      this reference. Licensor and Licensee hereby expressly agree to be bound
      by, and comply with, the terms of Paragraph 4 of the HBPI Agreement.
      Licensor shall be solely responsible for all other obligations to HBPI as
      set forth in the HBPI Agreement including, but not limited to, the payment
      of any portion of Net Revenue to HBPI.

6.    TERMS OF PAYMENT.

      (a)   Rights Fee:

            (i)   Licensee agrees to pay Licensor a license fee (the "Fee") of
                  Five Hundred Thousand United States Dollars (US $500,000.00)
                  as a rights payment for the rights granted by Licensor herein.
                  The Fee shall not be deducted from, or otherwise reduce, the
                  sums payable to or retained by Licensor pursuant to Paragraph
                  6A below.

            (ii)  The Fee shall be payable in the following manner:

                  (I)   One Hundred Thousand United States Dollars (US $100,000)
                        (the "Initial Payment) shall be paid to Licensor by wire
                        transfer to Licensor's bank in the U.S. upon the earlier
                        of (1) March 31, 2002; or (2) the date upon which
                        Licensee receive funds pursuant to its short-term
                        funding or financing agreement.


<PAGE>

                  (II)  One Hundred Thousand United States Dollars (US $100,000)
                        less any portion of Net Revenue received by Licensor in
                        accordance with the last sentence of Paragraph 6A(c)(ii)
                        below and not previously deducted from payments due
                        Licensor hereunder, shall be paid to Licensor no later
                        than September 30, 2002;

                  (III) One Hundred Thousand United States Dollars (US $100,000)
                        less any portion of Net Revenue received by Licensor in
                        accordance with the last sentence of Paragraph 6A(c)(ii)
                        below and not previously deducted from payments due
                        Licensor hereunder. shall be paid to Licensor no later
                        than March 31, 2003;

                  (IV)  One Hundred Thousand United States Dollars (US
                        $100,000), less any portion of Net Revenue received by
                        Licensor in accordance with the last sentence of
                        Paragraph 6A(c)(ii) below and not previously deducted
                        from payments due Licensor hereunder, shall be paid to
                        Licensor no later than September 30, 2003;and

                  (V)   One Hundred Thousand United States Dollars (US
                        $100,000), less any portion of Net Revenue received by
                        Licensor in accordance with the last sentence of
                        Paragraph 6A(c)(ii) below and not previously deducted
                        from payments due Licensor hereunder, shall be paid to
                        Licensor no later than March 31, 2004;

      (b)   Intentionally omitted.

6A.   ALLOCATION OF REVENUE.

      (a)   For the purposes of this Agreement, "Net Revenue" shall mean one
            hundred percent (100%) of the gross revenue actually derived from
            the exploitation of the Licensed Property in any manner without
            deduction of any kind. For the avoidance of doubt, (i) no expenses
            shall be deducted from gross revenue prior to the calculation of Net
            Revenue; and (ii) no third party sub-agency commissions shall be
            deducted from gross revenue prior to the calculation of Net Revenue.

      (b)   Subject to Licensor's rights as set forth in the last sentence of
            Paragraph 6A(c)(ii) below, Licensee shall have the right to collect
            all Net Revenue derived from the exploitation of the Licensed
            Property, provided that so long as Licensor is the designated
            sub-agent in the U.S., Licensor shall have the right to collect Net
            Revenue derived from exploitation of the Licensed Property in the
            U.S. In the event, that Licensee fails to account to Licensor and
            pay Licensor's share of Net Revenue within the time period specified
            in Paragraph 6A(d) below, and Licensee subsequently fails to provide
            such accounting and payment within seven (7) days following receipt
            of written notice from Licensor specifying such failure, Licensor
            shall thereafter instruct all third party licensees to pay
            Licensor's share of Net Revenue directly to Licensor. Licensee shall
            execute any documents reasonably requested by Licensor to effectuate
            Licensor's rights as set forth in the preceding sentence. In the
            event that, Licensee fails to execute any such document, Licensee
            hereby irrevocable appoints Licensor (which appointment shall be
            coupled with an interest) as Licensee's attorney-in-fact to execute
            any such document in Licensee's name and on Licensee's behalf. In
            connection with any subsequent license entered into by Licensee,
            such license shall specify that each party's share of Net Revenue
            shall be payable to such party, and further, Licensor and Licensee
            shall instruct each sub-agent, if applicable, to pay each party's
            share of Net Revenue directly to each party. Licensee shall have the
            exclusive right to enter into worldwide licenses with respect to the
            Licensed Property and collect all Net Revenue derived therefrom,
            subject to Licensor's possible right to receive its share of Net
            Revenue directly as set forth in this Paragraph. Notwithstanding
            anything to the contrary contained in this Paragraph 6A(b), Licensor
            shall have the right to collect or receive one hundred percent
            (100%) of Net Revenue until Licensor has received an amount equal to
            the Fee. Thereafter, Net Revenue shall be allocated in accordance
            with Paragraph 6(c) below.


<PAGE>

      (c)   Net Revenue shall be allocated in the following manner:

            (i)   With respect to Net Revenue generated from agreements for
                  exploitation of the Licensed Property in the U.K., Licensee
                  shall be entitled to retain therefrom a commission equal to
                  thirty-five percent (35%) of such Net Revenue. With respect to
                  Net Revenue generated from agreements for the exploitation of
                  the Licensed Property other than in the U.S. or the U.K.,
                  Licensee shall be entitled to retain therefrom a commission
                  equal to forty percent (40%) of such Net Revenue. With respect
                  to Net Revenue generated from agreements for exploitation of
                  the Licensed Property in the U.S., so long as Licensor is the
                  designated sub-agent in the U.S., Licensor shall be entitled
                  to retain therefrom a commission equal to forty percent (40%)
                  of such Net Revenue which shall be allocated thirty percent
                  (30%) to Licensor and ten percent (10%) to Licensee. For the
                  avoidance of doubt, any commission payable to third party
                  sub-agents with respect to Net Revenue generated outside of
                  the U.S. shall be payable solely by Licensee and shall not
                  affect Licensor's share of Net Revenue.

            (ii)  Any remaining Net Revenue shall be allocated in the following
                  manner: (I) fifty percent (50%) shall be paid to Licensor, and
                  (II) fifty percent (50%) shall be paid to Shorrocks
                  ("Shorrocks Net Revenue Share"). Notwithstanding the
                  foregoing, until the aggregate of the payments to Licensor in
                  accordance with Paragraph 6(a)(ii) above and Shorrocks Net
                  Revenue Share equal the Fee, Shorrocks Net Revenue Share shall
                  be paid directly to, and retained by Licensor.

            (iii) The parties understand and agree that any portion of Net
                  Revenue retained by or paid to any funding or production
                  entity in connection with any Entertainment Production shall
                  reduce each party's share of Net Revenue equally. By way of
                  example only, if such third party is entitled to retain fifty
                  percent (50%) of such Net Revenue, the remaining Net Revenue
                  shall be allocated twenty-five percent (25%) to Licensor and
                  twenty-five percent (25%) to Shorrocks.


<PAGE>

      (d)   Each party (the "Accounting Party") shall provide the other party
            (the "Receiving Party") with an accounting statement setting forth
            in reasonable detail all Net Revenue derived from the Licensed
            Property and authorized deductions therefrom within seven (7) days
            following the receipt by the Accounting Party of Net Revenue which
            shall be accompanied by the Receiving Party's share of Net Revenue
            payable for the applicable period covered by the accounting
            statement pursuant to which such Net Revenue is generated. After
            Licensor has received an amount equal to the Fee, and solely with
            respect to Net Revenue other than Net Revenue generated pursuant to
            the Master Toy License (as such term is customarily defined in the
            toy industry) with respect to the Licensed Property in each country
            of the Territory, Licensee shall provide Licensor with a quarterly
            accountant statement therefore together with Licensor's share of Net
            Revenue within forty-five (45) days following the last day of each
            quarterly accounting period. Each such statement shall be deemed
            final binding upon Receiving Party unless the Receiving Party
            provides written notice to the Accounting Party setting forth the
            Receiving Party's specific objections thereto within two (2) years
            after such statement is rendered. The Receiving Party shall not have
            the right to maintain any legal action with respect to any such
            statement unless such objection is timely filed and such legal
            action is commenced in a court of competent jurisdiction within two
            and one-half (2 1/2) years after the applicable accounting statement
            is rendered. Upon at least thirty (30) days prior written notice, an
            accountant on the Receiving Party's behalf shall have the right, at
            the Receiving Party's expense, to examine in the Accounting Party's
            offices the Accounting Party's books and records pertaining the
            Licensed Property. Such examination may be conducted only once
            annually, only once with respect to each accounting statement and
            within two (2) years after such statement is rendered.

      (e)   Each party hereto shall furnish the other party with complete copies
            of all agreements concerning the Licensed Property including, but
            not limited to, licensing agreements and sub-agency agreements. Such
            agreements shall be provided upon the complete execution thereof.

      (f)   For the avoidance of doubt, all Net Revenue received from any
            licensing agreement or other agreement entered into during the Term
            including, but not limited to, an Entertainment Production License,
            shall continue to be allocated between the parties as set forth in
            this Paragraph 6A regardless of whether such Net Revenue is received
            during or after the Term.

7.    OFFENSIVE LITIGATION.

      (a)   Licensor shall have the sole right, at its discretion, to institute
            or prosecute any action or proceeding against third parties for or
            by reason of any unlawful infringement of any Trademark or the
            Licensed Property initially arising prior to the commencement of the
            Term including, but not limited to, the Nintendo Claim ("Prior
            Claim(s)"). Any Prior Claim shall be instituted, maintained and
            prosecuted solely at the cost and expense of Licensor, and any and
            all sums collected or recovered with respect to any Prior Claim,
            whether by decree, judgment, settlement or otherwise, shall belong
            exclusively to Licensor.


<PAGE>

      (b)   Licensor will have the right, in its sole discretion, to institute
            or prosecute any action or proceeding against third parties for or
            by reason of any unlawful infringing of any Trademark or Licensed
            Property (collectively, 'Third Party Infringement"); provided,
            however, that any suit or suits will be instituted, maintained or
            prosecuted solely at the cost and expense of Licensor, and any and
            all sums collected or recovered in any such suit or suits, whether
            by decree, judgment, settlement or otherwise, belong exclusively to
            Licensor. Upon the request of Licensor, Licensee will execute all
            papers, testify on all matters and otherwise cooperate in every way
            necessary and desirable for the prosecution of any such suits,
            actions or proceedings including appearing as a party plaintiff if
            requested by the Licensor. Licensor will reimburse Licensee for the
            reasonable out-of-pocket expenses incurred as a result of such
            cooperation. Licensor will promptly notify Licensee of the
            institution of any action or proceeding against third parties for or
            by reason of any such unlawful infringements.

      (c)   If Licensee provides Licensor with written notice of any Third Party
            Infringement and within sixty (60) days following Licensor's receipt
            of such notice Licensor fails to advise Licensee in writing that
            Licensor will institute or prosecute an action or proceeding with
            respect to such Third Party Infringement, Licensee may do so at
            Licensee's own expense, provided that Licensee may not prosecute any
            action with respect to any Prior Claim or in connection with any
            Pokemon or Pocket Monsters trademark or product. Licensor will
            cooperate in every way necessary and desirable for the prosecution
            of any such suits, actions or proceedings, provided that Licensee
            shall reimburse Licensor for all out-of-pocket expenses reasonably
            incurred by Licensee in connection therewith. Any sums recovered in
            such action by Licensee will belong exclusively to Licensee.

8.    INDEMNIFICATION INSURANCE.

      (a)   Licensor agrees to indemnify, defend and hold Licensee, its
            subsidiary, affiliated and/or controlled companies, and all
            sublicenses, as well as their respective-officers, directors, agents
            and employees harmless from and against any and all damage, loss,
            expense award, settlement or other obligation arising out of any
            claims, demands, actions, suits or prosecutions that may be made or
            instituted against them or any of them by reason of any breach of
            Licensor's warranties, representations, obligations and agreements
            under this Agreement including, but not limited to, any claim or
            counter-claim against them arising out of the Nintendo Claim
            ("Controversy"). Licensor may participate in any such Controversy
            and may, at its expense, be represented by its own counsel. Licensor
            shall be consulted on all material aspects of Licensee's conduct of
            the disposition of any such Controversy, and Licensee shall not
            settle any such claim affecting Licensor's rights hereunder with
            respect to the Licensed Property without Licensor's prior written
            consent not to be unreasonably withheld.


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      (b)   Licensee agrees to indemnify, defend and hold Licensor, its owners,
            officers, directors, employees, and agents harmless from and against
            any and all damage, loss, expense, award, settlement or other
            obligation arising out of (i) any claims of personal injury or
            property damage based on the use of the Licensed Property in
            association with products produced and sold by Licensee and/or its
            subsidiary, affiliated and controlled companies and/or its
            successors. licensees and sub-distributors; (ii) any breach of
            Licensee's representations, warranties, obligations and/or
            agreements hereunder; and/or (iii) any third party claim with
            respect to the exercise by Licensee of any rights in the Licensed
            Product. any Trademark and/or any Item or any exploitation of the
            foregoing unless such claim results directly from a breach of
            Licensor's warranties hereunder, provided that Licensor has given
            Licensee prompt written notice of any such claims.

      (c)   During the Term hereof and for a period of one (1) year thereafter,
            Licensee shall maintain and shall cause each of its sub-licensees to
            maintain, product liability insurance with a commercially reasonable
            insurance carrier in an amount of U.S. One Million Dollars (U.S.
            $1,000,000 per occurrence and U.S. Two Million Dollars ($2,000,000)
            in the aggregate and which shall include Licensor as an additional
            insured. Each policy shall require thirty (30) days written notice
            from the insurance carrier prior to the modification, cancellation
            or termination of the policy. Within thirty (30) days following the
            date of this Agreement (or thirty [30] days following the execution
            of a licensing agreement between Licensee and its subilicensee(s)],
            Licensee shall provide Licensor with a certificate of insurance
            evidencing the foregoing coverage.

9.    TERMINATION/SPECIFIC PERFORMANCE.

      (a)   In case either party fails to perform under or commits a material
            breach of any of the several covenants and conditions herein
            contained, the other party shall notify such party in writing of
            such failure or default and such party shall then have the right to
            remedy such failure or default by complying with the terms of this
            Agreement, and thereby rendering the notice null and void and of no
            effect. If the breaching party has not instituted a remedy or is not
            in the process of instituting a remedy within sixty (60) days of
            receipt of such notice, the aggrieved party may terminate this
            Agreement immediately by a further notice in writing. In the event
            that Licensor terminates the Agreement in accordance with this
            Paragraph, Licensor shall have the right to retain that portion of
            the Fee paid by Licensee prior to such termination which shall be in
            additional to any other rights and/or remedies available to
            Licensor.

      (b)   Any termination under this Paragraph 9 will be without prejudice to
            the rights and remedies of either party with respect to any
            provisions or covenants arising out of breaches committed prior to
            such termination. All rights, privileges, and licenses granted to
            Licensee hereunder concerning the Licensed Property shall forthwith
            revert to Licensor, and Licensee and its sublicensees shall
            forthwith cease the manufacturing of Licensed Products; provided,
            however, that if the termination or expiration is for any reason
            other than default, Licensee shall have the right to sell, on a
            non-exclusive basis, all Licensed Products in inventory, whether
            completed or in the process of manufacture, for a period of one
            hundred eighty (180) days after termination or expiration. Licensee
            shall, prior to disposing of such unsold Licensed Products, give
            Licensor an itemized statement of all such unsold Licensed Products.
            Such post termination sales of Licensed Products shall be subject to
            the terms of this Agreement. Upon request by Licensor, and at no
            cost or expense to Licensor, Licensee shall forthwith execute,
            acknowledge and deliver any and all documents as may be necessary or
            proper to effectuate the foregoing reversion and to assign to
            Licensor any and all rights which Licensee has or may have under any
            copyrights or Trademarks (or any applications pending therefore)
            concerning any Licensed Property. Licensee shall assign and deliver
            to Licensor all models, drawings, and other confidential and
            proprietary information for the Licensed Property delivered by
            Licensor and Licensee.


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      (c)   In the event that Licensee fails to timely pay the Fee in accordance
            with the schedule set forth in Paragraph 6(a)(ii) above within sixty
            (60) days following written notice to Licensee advising Licensee of
            such failure, Licensor shall have the right to (i) accelerate the
            payment schedule for the Fee such that all outstanding payment of
            the Fee become immediately payable to Licensor notwithstanding the
            payment schedule set forth in Paragraph 6(a)(ii); and (ii) seek
            specific performance of Licensee's obligations to pay the entire
            balance of the Fee in a court having jurisdiction thereof in
            accordance with Paragraph 13 below. Such election by Licensor shall
            not result in a waiver of any of Licensor's other rights and/or
            remedies against Licensee as a result of the timely failure to pay
            the Fee including, but not limited to, Licensor's right to terminate
            this Agreement in accordance with Paragraph 9(a) above.

      10. REPRESENTATION. It is expressly agreed that neither party is the legal
representative of the other party and has no authority, expressed or implied, on
behalf of the other party to bind such other party or to pledge its credit.
Nothing contained in this Agreement shall be deemed or construed to constitute
or create between the parties hereto a partnership, joint venture, or agency.
The relationship between the parties hereto is that OF licensor and licensee,
and it is not the purpose or intention of this Agreement or the parties hereto
to create, nor is this Agreement to be construed as creating a partnership,
joint venture, master-servant, principal-agent or other relationship for any
purpose whatsoever. Neither party may be held liable for the acts either of
omission or commission of the other party, and neither party is authorized to or
has the power to obligate or bind the other party by contract, agreement,
warranty, representation, or otherwise in any manner whatsoever except as may be
expressly provided herein. Nothing in this Agreement shall be construed as
granting Licensor any right, license, or interest in or to any trademark, trade
name, copyright, design, trade secret. know-how or similar right or protection
which is the property of Licensee, its parent, subsidiaries, and/or affiliates
except as expressly set forth herein to the contrary.

11.   FORCE MAJEURE. It is understood and agreed that, in the event of an act of
      the government war conditions, fire, flood or other natural disaster, or
      labor or manufacturing problems which prevent the performance by Licensee
      of the provisions of this Agreement, such nonperformance by Licensee will
      not be considered a breach of this Agreement, and such nonperformance will
      be excused while, but not longer than, the conditions described herein
      prevail.

12.   NOTICES. All notices, whenever required in this Agreement, will be in
      writing and sent by certified mail, return receipt requested (or such
      other methods as permits the verification of delivery) to the following
      addresses:


<PAGE>

                  TO LICENSOR:  Morrison Entertainment Group, Inc.
                                1334 Parkview Ave., Suite 300
                                Manhattan Beach, CA 90266
                                Attn: Mr. Joe Morrison

                  TO LICENSEE:  Peak Entertainment Ltd.
                                Holme Hall, Holme Lane
                                Bakewell, Derbyshire
                                DE45 IGF, England

13.   CONTROLLING LAW/ATTORNEYS' FEES.

      (a)   This Agreement will be governed by and construed in accordance with
            the laws of the State of California, United States of America. The
            parties agree that jurisdiction and venue of any claims arising
            under or related to this Agreement shall be exclusive in Los Angeles
            County, California. Licensor and Licensee expressly submit to
            jurisdiction and venue in Los Angeles County, California. In
            addition, Licensee agrees that any judgment obtained in any court in
            the United States shall be valid and enforceable against Licensee in
            the United Kingdom and that Licensee shall not contest the validity
            or enforcement of such judgment based on the fact that such judgment
            was signed or rendered by a court in the United States. Licensee
            hereby appoints the Secretary of State for the State of California
            as its agent for service of process and to accept such service of
            process on behalf of Licensee in connection with any dispute arising
            under or relating to this Agreement.

      (b)   In the event of litigation arising out of this Agreement, the
            parties rights or obligations hereunder or the relationship of the
            parties created thereby, the prevailing party shall be entitled to
            recover any and all reasonable attorneys' fees and other court costs
            incurred in connection with such litigation. In the event that
            Licensor seeks specific performance with respect to payment of the
            Fee as set forth in Paragraph 9(c) above, Licensor shall also have
            the right to receive interest on that portion of the Fee due and
            payable in accordance with such claim at the rate of one and
            one-half percent (1.5%) per month commencement on the date such
            payment is due through the date such payment is actually paid to
            Licensor.

14.   ASSIGNMENT. Licensee will have the right to extend the license granted
      herein any subsidiary, affiliated or controlled company and to sublicencee
      any of the rights granted herein. Licensee will have the right to assign
      this Agreement upon receiving Licensor's prior written consent which
      Licensor may withhold in its sole discretion. The benefits of this
      Agreement will inure to the benefit of the heirs and legal representatives
      of Licensor, who will be liable hereunder. Licensor may assign Licensor's
      right under this Agreement to any person or entity as Licensor shall
      determine in its sole discretion. This Agreement shall be binding upon and
      shall inure to the benefit of the parties hereto and their respective
      successors and permitted assignees and shall be binding upon any other
      assignees and sublicensees of Licensee.


<PAGE>

15.   ENTIRE AGREEMENT. This Agreement shall be deemed and construed to contain
      all of the agreements and understandings binding upon the respective
      parties hereto, and no representations, whether oral or written, with such
      respect to its subject matter heretofore made by either party hereto, its
      agents, representatives or privies will be binding upon them or either of
      them and said Agreement may be modified only by the written mutual
      agreement of the parties.

16.   HEADINGS. The paragraph and other headings in this Agreement are for
      reference purposes only and will not affect the meaning or interpretation
      of this Agreement.

17.   NON-DISCLOSURE. Notwithstanding anything herein to the contrary. it is
      hereby agreed that Licensor shall not disclose any terms of this Agreement
      to any third party either during or after the Term, other than (a) to
      Licensor's representatives, attorneys, and/or agents under an obligation
      of strict confidentiality with the purpose of enforcing Licensor's rights
      hereunder; or (b) by court order.

18.   NO WAIVER. No waiver, by either party, whether express or implied, of any
      provision or promise under this Agreement, or of a remedy as to any breach
      or default of the other party, shall constitute a waiver of any other
      provision of this Agreement, and no such waiver by either party shall
      prevent such party from enforcing any provision of this Agreement or from
      seeking a remedy as to any subsequent breach or default.

19.   CONTROL. Licensor shall have the right to control the nature and quality
      of each Licensed Product, as well as the packaging, display, promotional
      and advertising materials. Licensor agrees that such rights shall be
      exercised reasonably.

20.   APPROVAL PROCESS. A copy or sample of each material proposed by Licensee
      to utilize any Trademark, including Licensed Products, as well as labels,
      packaging, advertising materials and Licensee-created artwork shall be
      submitted to Licensor, without cost, for approval promptly after creation
      and prior to production. Any such proposed material submitted to Licensor
      and not disapproved within three (3) days of its guaranteed receipt, shall
      be deemed to be approved, and Licensee shall not depart therefrom in any
      material respect without Licensor's written consent, provided, however,
      that Licensor may withdraw its approval of any approved copy or sample if
      the same is deemed to violate the rights of third parties and or
      contravene any rule, regulation, or ordinance, statute, law or court order
      effective within the Territory.

21.   PRODUCTION SAMPLES. Licensee shall provide to Licensor at Licensee's
      expense and prior to sale or distribution, four (4) approved production
      specimens of each Licensed Product embodying or bearing a different name.

22.   CONFORMITY TO LAW. Licensee shall manufacture, have manufactured, package,
      label, sell, distribute, advertise and promote Licensed Products in strict
      conformity with all applicable national, federal. state, provincial and
      local laws and regulations.

23.   SEVERABILITY. Should any provision of this Agreement or the application
      thereof, to any extent, be held invalid or unenforceable, the remainder of
      this Agreement and the application thereof, other than those provisions
      held invalid or enforceable, shall not be affected thereby and shall
      continue to be valid and enforceable to the fullest extent permitted by
      law or equity.


<PAGE>


IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first written above.


MORRISON ENTERTAINMENT GROUP, INC.

By:      /s/ John Weems
         --------------------------------
         John Weems

Title:   V.P.
         --------------------------------

By:      /s/ Joe Morrison
         --------------------------------
         Joe Morrison

Title:   Chairman
         --------------------------------

Peak Entertainment Ltd

By:
         --------------------------------

Title:   Commercial Director
         --------------------------------

/s/ Paula Shorrocks
--------------------------------
Paula Shorrocks


/s/ Wilf Shorrocks
--------------------------------
Wilf Shorrocks
CEO