EXHIBIT 10.11

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                              DATED 20 JANUARY 2003

(1) PEAK ENTERTAINMENT LTD

(2) CHARACTER OPTIONS LTD

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                             DISTRIBUTION AGREEMENT

                                   No. DIST001

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<PAGE>



This AGREEMENT is made on the 20 day of January 2002

BETWEEN

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

AND

2.     CHARACTER OPTIONS LTD whose office is at 86-88 Coombe Road, New Malden,
       Surrey, KT3 4QS ("Distributor")

BACKGROUND

(A)    Peak owns or controls rights to the Products in the Territory and
       manufactures the products through its Affiliate Jusco Toys Limited.

(B)    The Distributor is experienced in marketing and selling in the Territory
       and has agreed to act as the Distributor in the Territory.

(C)    Peak wishes to appoint the Distributor as an exclusive distributor in the
       Territory for the Products upon the Terms and Conditions of this
       Agreement.

IT IS HEREBY AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1    In this Agreement unless the context otherwise requires the following
       words shall have the following meanings:

<TABLE>
<CAPTION>
<S>                                              <C>
       "ADVANCE"                                 a non-refundable advance Royalty payment of(pound)100,000

       "AFFILIATE"                               any person which is, in relation to a company, its parent
                                                 undertaking or its subsidiary undertaking, or a subsidiary
                                                 undertaking of its parent undertaking or any other person
                                                 controlled by or under the same control either directly or
                                                 indirectly. "Parent Undertaking" and "subsidiary undertaking"
                                                 shall have the meanings attributed to them in sections 258 and
                                                 259 Companies Act 1985.

       "AGREED PERCENTAGE"                       10% of net selling price which is calculated and is included in
                                                 the FOB price.as listed on Schedule 1.For the avoidance of
                                                 doubt, no further royalty is payable on products purchased and
                                                 listed on Schedule I (as the fob purchase price includes
                                                 royalty).  Products that are developed or sourced by the
                                                 Distributor are to covered by a separate License Agreement to
                                                 include a royalty rate of 10% of net selling price.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                              <C>
       "BUSINESS                                 DAY" any other day other than
                                                 Saturday or Sunday or a public
                                                 or bank holiday in England.

       "COMMENCEMENT DATE"                       The date hereof.

       "CONFIDENTIAL INFORMATION"                all information in respect of the business of Peak or its
                                                 Affiliates including, without prejudice to the generality of
                                                 the foregoing any ideas; business methods; finance; prices,
                                                 business, financial, marketing, development or manpower plans;
                                                 customer lists or details; computer systems and software;
                                                 products or services, including but not limited to know-how or
                                                 other matters connected with the Products; and information
                                                 concerning Peak's and its Affiliates relationships with actual
                                                 or potential clients, customers or suppliers and the needs and
                                                 requirements of Peak and its Affiliates and of such persons.

       "CUSTOMER"                                any person with whom the Distributor enters into a
                                                 contract for the sale and purchase of the Products.

       "GUARANTEED                               ROYALTY" (pound)150,000 being the minimum Royalty payable by
                                                 the Distributor during the Term of this Agreement.

       "INTELLECTUAL PROPERTY RIGHTS"            any and all patents, trade marks, trade names, service marks,
                                                 copyright, moral rights, rights in design, rights in databases,
                                                 know-how, Confidential Information and all or any other
                                                 intellectual or industrial property rights whether or not
                                                 registered or capable of registration and whether subsisting in
                                                 the Territory or any other part of the world together with all
                                                 or any goodwill relating thereto.

       "PRODUCTS"                                the 'Monster in my pocket' products listed in Schedule I and
                                                 such other toy product manufactured from time to time by Jusco
                                                 Toys Limited (an affiliate of Peak) for Peak as the parties may
                                                 from time to time agree in writing are to be subject to the
                                                 terms of this Agreement and any products relating to 'monsters
                                                 in my pocket' developed by the Distributor.under separate
                                                 license from Peak.  It shall not include products which have
                                                 been licensed for manufacture, or are subsequently licensed for
                                                 manufacture, by Peak to third parties and/or products which
                                                 third parties have licensed to Peak or Jusco Toys Limited to
                                                 manufacture.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                              <C>
       "PROPERTY"                                a property created and/or controlled by Peak during the
                                                 currency of this Agreement in respect of which Peak or Jusco
                                                 Toys Limited manufacture Products and Properties shall
                                                 be interpreted accordingly.

       "ROYALTY"                                 the royalty payable by the Distributor to Peak pursuant to
                                                 CLAUSE 11.

       "TERM"                                    from the Commencement Date until 31st December 2005


       "TERRITORY"                               United Kingdom, Channel Islands and Eire.

       "TRADE                                    MARKS" Trade Marks registered by Peak or its Associates in
                                                 the Territory in relation to the Products.
</TABLE>

1.2    The headings used in this Agreement are included for convenience only and
       are not to be used in construing or interpreting this Agreement.

1.3    In this Agreement any reference to the plural includes the singular and
       vice versa, any reference to one gender includes all genders and any
       reference to a person includes companies, partnerships, firms, and any
       other unincorporated associations.

1.4    Any right or power conferred in this Agreement may be exercised and any
       duty imposed by this Agreement is to be performed from time to time as
       occasion requires.

2. APPOINTMENT OF DISTRIBUTOR

2.1    Peak hereby appoints the Distributor as its sole distributor for the sale
       of the Products in the Territory for the Term and the Distributor agrees
       to act in that capacity subject to the terms and conditions of this
       Agreement.

2.2    Peak reserves the right to supply Products direct to retailers and buyers
       within the Territory in the event that the Distributor fails to sell
       Products to retailers in the Territory within the following periods (and
       for the avoidance of doubt in such event Peak shall not pay commission
       referred to above to the Distributor):-

       2.2.1  in the event that the Property upon which the Products are based
              is a television based property and broadcast in the Territory,
              within 6 months from the first broadcast of the first episode; or

       2.2.2  in the event that the Property upon which the Products are based
              is not television based, within 12 months from acceptance by the
              Distributor of the Products in accordance with the Products listed
              in Schedule 2, from the Commencement date.

<PAGE>

2.3    The Distributor is entitled to describe itself as Peak's "Authorised
       Distributor" for the Products in the Territory but shall not hold itself
       out as Peak's agent for sales of the Product or as being entitled to bind
       Peak in any way.

2.4    Peak shall not be liable to the Distributor if any of the Products are
       sold in the Territory by any third party, unless that third party is
       acting with the actual consent of Peak given in breach of the Terms of
       this Agreement. Peak shall use its reasonable endeavours to prevent any
       unauthorised distribution in the Territory by third parties.

2.5    Nothing in this Agreement shall entitle the Distributor to any priority
       of supply in relation to the Products against Peak's other distributors
       or customers.

3.     GRANT AND PAYMENT

3.1    In consideration of the rights granted hereunder by Peak the Distributor
       shall pay to Peak the Advance in full on the date of signing this
       Agreement.

3.2    The Advance shall be treated as an advance payment of the Royalty and
       shall be off set against the Royalty payable during the Term of this
       Agreement, but shall be non-refundable.

3.3    The Distributor shall purchase the Products from Peak in accordance with
       the Terms and Conditions of Peak's L/C Opening Instructions SCHEDULE 2.
       In the event of any conflict between the Terms and Conditions and the
       provisions of this Agreement, the latter shall prevail.

3.4    All payments for the Products shall be made by telegraphic transfer
       within 30 days of shipment except that payments for the Products listed
       at Schedule 2 shall be made in accordance with Clause 3.3.

4.     PROHIBITIONS ON THE DISTRIBUTOR

4.1    The Distributor shall use its reasonable endeavours to procure that
       during the currency of this Agreement:

       4.1.1  purchase the Products from anyone other than Peak during the Term
              of this Agreement; or

       4.1.2  sell Products to any person outside the Territory without prior
              written consent of Peak, provided that to the extent that the
              Territory is a part of the European Community ('EC') or European
              Free Trade Area ('EFTA') in the event that the Distributor
              receives unsolicited requests from third parties outside the
              Territory but within the EC or EFTA wishing to purchase units of
              the Products the Distributor shall be entitled to fulfil such
              requests, provided that Distributor shall not pursue an active
              policy of selling or marketing the Products outside the Territory
              but in the EC or EFTA. Peak reserves the exclusive right to
              solicit orders for Products from any person not in the Territory
              save where it has allocated that right to a third party.

<PAGE>

4.2    During the currency of this Agreement the Distributor will not:

       4.2.1  knowingly do anything which will harm the reputation of Peak;

       4.2.2  pledge the credit of Peak in any way or bind or attempt to bind it
              by contractor otherwise;

       4.2.3  use any marketing or promotional materials or attended any
              marketing events with respect to the Products which have not been
              approved by Peak in writing (such approval not to be unreasonably
              withheld or delayed);

       4.2.4  modify or alter the Products or their packaging in any way save as
              required by law unless agreed in writing by Peak;

       4.2.5  make any representations about the Products save as agreed in
              writing in advance by Peak;

       4.2.6  register any domain name relating to the Products and so nearly
              resembling the Trade Marks as to be likely to deceive or cause
              confusion for use on the Internet except with the prior written
              consent of Peak, such consent not to be unreasonably withheld or
              delayed.

5.     GENERAL UNDERTAKINGS BY THE DISTRIBUTOR

5.1    The Distributor shall during the continuance of this Agreement:-

       5.1.1  (subject to Peak complying with its obligations in Clauses 6.10,
              7.1 and 7.2) diligently and faithfully serve Peak in the Territory
              and shall use its reasonable endeavours to improve the goodwill of
              Peak in the Territory and to increase the sales of the Products in
              the Territory.

       5.1.2  not to do anything that may prevent the sale or deter the
              development and increase the sales of the Products in the
              Territory;

       5.1.3  ensure that it conforms with all legislation, rules, regulations
              and statutory requirements existing in the Territory from time to
              time in relation to the Products;

       5.1.4  not to procure any third party to manufacture the Products;

       5.1.5  leave in position and not to cover or erase any notices or other
              marks (including without limitation details of notices that a
              trade mark design or copyright relating to the Products) which
              Jusco places on or affixed to the Products;

       5.1.6  provide such reasonable information as Peak may require .;

<PAGE>

       5.1.7  keep adequate records of Customers and prospective Customers and
              orders placed for the Products and provide on request details of
              their names and copies of correspondence with them to Peak; and

       5.1.8  maintain adequate stock of the Products to meet the Distributor's
              reasonably anticipated customer demand at all times.

       5.1.9  Refer promptly to Peak any enquiries the Distributor received from
              prospective customers outside the Territory.

6.     DISTRIBUTORS OBLIGATIONS AS TO MARKETING AND PEAK'S OBLIGATION TO
       SUPPORT.

6.1    The Distributor shall only market and solicit orders for the Products
       within the Territory.

6.2    The Distributor shall ensure that the Products shall be on sale to the
       public within three months of the date of shipment of the Product by Peak
       unless otherwise agreed in writing.

6.3    The Distributor shall ensure so far as it is reasonably practicable that
       the Products are not supplied for sale as an integral part of any other
       Product and shall not be supplied either directly or indirectly to other
       manufacturers or to hawkers, street peddlers, street vendors and the like
       or to any person intending to distribute the products gratuitously unless
       agreed in writing by Peak.

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

6.5    The Distributor shall at all times use its reasonable endeavours to sell
       and promote the sale of the Products throughout the Territory (subject to
       Peak complying with its obligations in clauses 6.10, 7.1 and 7.2).

6.6    The Distributor shall reasonably observe all reasonable directions and
       instructions given by Peak in relation to the promotion and marketing of
       the Products and dealings with Customers and prospective Customers.

6.7    All advertisements and promotions carried out and all advertising,
       promotional and sales material for the Products used by the Distributor
       shall be subject to the prior written approval of Peak, such approval to
       be given promptly.

6.8    In the event that the Distributor fails to offer or promote any of the
       Products for a period of 60 days at any time following acceptance
       thereof, Peak shall be entitled to immediately withdraw the rights for
       each Product not offered or promoted by giving the Distributor written
       notice of 30 days.

6.9    The Distributor undertakes to Peak to spend an amount equal to at least
       10% of Net Selling Price on sales of Products based on television related
       properties on marketing the Products in respect of television based
       properties such marketing spend to be allocated throughout the Term of
       this Agreement as agreed between the parties.

<PAGE>

6.10   Peak shall use its reasonable endeavours to promptly supply to the
       Distributor with up-to-date samples, catalogues, brochures and such
       information relating to Products and/or Properties as the Distributor
       shall reasonably request or which Peak shall consider relevant, and Peak
       shall use its reasonable endeavours to assist the Distributor in the
       placement of Products within major accounts.

6.11   Peak shall at all times during the continuance of this Agreement act
       towards the Distributor dutifully and in good faith.

7.     SUPPLY OF PRODUCTS

7.1    Peak shall promptly supply the Distributor with samples of the Products
       prior to order by the Distributor, such supply to be at the sole expense
       of the Distributor.

7.2    Subject to CLAUSE 2.6, Peak shall use its reasonable endeavours to supply
       the Products to the Distributor in accordance with the Distributor's
       orders and deliver the same in accordance with the Distributor's
       directions.

7.3    Peak shall supply to the Distributor where the Distributor so requests,
       certified copies of any relevant Toy Safety Certificates relating to the
       Products ordered and warrants that all Products shall be of satisfactory
       quality and will comply with the specifications agreed (subject to clause
       7.4). In addition, Peak will allow the Distributor to perform factory
       audits to assess compliance and quality checks and inspections. The
       Distributor will not be obliged to purchase the Products should the
       factory audits fail any compliance tests.

7.4    Peak is not under any obligation to continue the manufacture of all or
       any of the Products and shall be entitled to make such alterations to the
       specifications of the Products as it may think fit on 30 days prior
       written notice, but will not unreasonably stop or later production.

7.5    The Distributor shall in respect of each order for the Products placed
       with Peak be responsible for:-

       7.5.1  ensuring the accuracy of orders

       7.5.2  providing Peak with any information which is necessary in order to
              enable Peak to fulfil the order and to comply with all labelling,
              marketing and other applicable legal requirements in the
              Territory; and

       7.5.3  obtaining any necessary import licences or other requisite
              documents and paying all applicable custom duties and taxations in
              respect of the importation of the Products into the Territory and
              their resale in the Territory.

7.6    The Distributor shall give Peak four weeks written notice of its
       estimated requirements of the Products in each month and shall promptly
       notify Peak of any changes in circumstances which may affect its
       requirements.

<PAGE>

7.7    Risk of damage to or loss of the Products shall pass to the Distributor
       upon delivery to the Distributor's freight forwarder at the named port of
       shipment.

7.8    Ownership of each unit of Product shall not pass to the Distributor until
       Peak has received in full (cash or cleared funds) all sums due to it in
       respect of that unit of Product and until such time as the Distributor
       has paid for the Product the Distributor shall keep each unit of Product
       separately stored and clearly identified and the Distributor shall allow
       Peak access to possess Product which is not paid for in accordance with
       the Terms of this Agreement.

7.9    Peak shall keep the Distributor advised of anticipated delivery dates and
       will use its reasonable endeavours to meet delivery dates advised to the
       Distributor.

8. PRICE AND PAYMENT

8.1    The Distributor shall pay to Peak the Price for the Products which, for
       the avoidance of doubt, shall include the Royalty Rate. A deduction will
       be made from the fob purchase price equal to the royalty per item listed
       on Schedule 3, until the cumulative deductions so made equal the Advance.

       Should Peak not be able to supply Products to cover the Guaranteed
       Royalty, the Distributor shall have the right to purchase the Products
       from other sources at the sole discretion of the Distributor.

8.2    The Price shall be in accordance with Peak's standard price list from
       time to time applicable that will be agreed with the Distributor. Peak
       may amend the price list after agreeing with the Distributor.

8.3    Peak shall supply to the Distributor up to date copies of all price lists
       for the Products and give the Distributor immediate notice in writing of
       its intention to alter prices and of the prices to be altered and the
       prices so altered shall apply to all Products ordered on or after the
       applicable dates of increase or decrease provided the Distributor agrees
       the price alterations.

8.4    All Prices are exclusive of any applicable sales or importation taxes for
       which the Distributor shall be additionally liable. The Price is
       calculated on a FOB royalty included basis.

8.5    All payments will be made in sterling in England or in such other
       currency and place as Peak shall from time to time specify in writing.

8.6    If the Distributor fails to pay within 30 days of the due date any amount
       which is payable to Peak under this Agreement then, without prejudice to
       any other rights set out in this Agreement:

       8.6.1  that amount shall bear interest from the due date until payment is
              made in full, both before and after any judgement, at 4 per cent
              per annum over Lloyds TSB Plc base rate from time to time;

       8.6.2  Peak shall be entitled to suspend deliveries of the Products until
              the outstanding amount has been received by Peak from the
              Distributor; and

<PAGE>

9.     PREMIUMS

9.1    The Distributor shall not sell or otherwise dispose of any Products as
       premiums to any person whatsoever.

9.2    Peak shall notify the Distributor of any premium promotions.

9.3    The right of sale as premiums is expressly reserved by Peak and if the
       Distributor shall receive any approach for the purpose of the use of sale
       of the Products as a premium it shall forthwith notify Peak and furnish
       it with the names and full particulars of the person making the approach.

9.4    For the purposes of this clause "premium" means a Product or Product
       combined with a service which is sold or supplied in association with the
       sales promotional activities of retailers, wholesalers or manufacturers
       associations with incentive programmes of all kinds.

10.    DISTRIBUTOR'S STAFF

       The Distributor shall employ during the continuance of this Agreement
       sufficient staff appropriate training and quality to sell, distribute and
       promote the sale of the Products throughout the Territory and perform in
       a timely and satisfactory manner the Distributor's obligations under this
       Agreement and in particular shall employ and maintain a sales force of
       sufficient size from time to time to fulfil the Distributor's obligations
       under this Agreement in relation to the sale and marketing of the
       Products.

11.    ROYALTIES

11.1   In consideration of the rights granted by Peak the Distributor shall pay
       Peak a royalty of the Agreed Percentage of the Net Selling Price on
       products developed by the Distributor under separate license from Peak
       but no further royalty shall be payable for products listed on Schedule
       1.

11.2   The Distributor shall send to Peak by the thirtieth day following the end
       of March, June, September and December during the continuance of this
       Agreement a report of sales made of the Products in the Territory since
       the last statement showing the total royalty payable (if any)to Peak and
       at the same time deliver to Peak a remittance for the full amount of that
       Royalty together with any marketing or other information in relation to
       the operation of the Agreement as Peak may reasonably require including
       details of the Customer of the Distributor and stock levels as at the
       date of the report. .

11.3   Subject to clause 13.7, if the Distributor's sales of the Products during
       the currency of this Agreement are insufficient to generate royalties
       equal to the Guaranteed Royalty at the end of the Tenn, or upon any
       earlier termination date, whichever is the sooner, the licensee shall pay
       to Peak the difference between Royalties paid during the currency of the
       Agreement and the Guaranteed Royalty. However, the Guaranteed Royalty
       will only be payable if 26 episodes of 'Monster in my Pocket' are
       broadcast on GMTV or satelite TV by 31 December 2004

<PAGE>

11.4.  INTENTIONALLY DELETED.

11.5.  INTENTIONALLY DELETED.

11.6   The Distributor shall keep and maintain separate and detailed accurate
       accounts and records so as to show the quantity and net sales price of
       the Products sold for each Royalty period giving separately the figures
       for each Product. Peak shall have the right, at reasonable hours, and on
       giving the Distributor 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 Distributor's favour the Distributor shall pay Peak's
       reasonable auditing fees and expenses (including travel and
       accommodation) in addition to any other payments due and interest on the
       discrepancy at 2% above the base lending rate from time to time of
       Lloyd's TSB Plc.

12.    INTELLECTUAL PROPERTY

12.1   Peak authorises the Distributor to use the Trade Marks in the Territory
       in relation to the Products for the purposes only of exercising its
       rights and performing its obligations under this Agreement.

12.2   The Distributor shall ensure that each reference to and use of any of the
       Trade Marks by the Distributor is in a manner from time to time approved
       by Peak and accompanied by an acknowledgement in a form approved by Peak
       (such approval not to be unreasonably withheld or delayed), that the same
       is a Trade Mark of Peak.

12.3   The Distributor shall not:

       12.3.1 modify, remove or tamper with any Trade Mark or any copyright
              statement on the Products or their packaging;

       12.3.2 use any of the Trade Marks in any way which might prejudice their
              distinctiveness or validity or the goodwill of Peak;

       12.3.3 use in relation to the Products any trade marks or names other
              than the Trade Marks without obtaining the prior written consent
              of Peak; or

       12.3.4 use in the Territory, any trademarks or names so resembling the
              Trade Marks as to be likely to cause confusion or deception.

12.4   The Distributor shall not apply to register any of the Intellectual
       Property Rights in the Products nor any trademarks or trade names so
       nearly resembling the Trade Marks as to be likely to deceive or cause
       confusion.

12.5   Except as expressly provided in this Agreement the Distributor shall have
       no rights in respect of Intellectual Property Rights however used by Peak
       in relation to the Products and the Distributor hereby acknowledges that
       he shall not acquire any rights in respect thereof and that all such
       Intellectual Property Rights are and shall remain vested in or controlled
       by Peak.

<PAGE>

12.6   The Distributor will immediately inform Peak in writing of any actual,
       threatened or suspected infringement of the Intellectual Property Rights
       of Peak relating to the Products or of any claim that the Products
       infringe the Intellectual Property Rights of a third party, but the
       Distributor shall take no steps or enter into any proceedings with
       respect to such infringement or claim without the prior written consent
       of Peak.

12.7   The Distributor shall at the expense of Peak take all such steps as Peak
       may reasonably require to assist Peak in maintaining the validity and
       enforceability of the Intellectual Property Rights of Peak during the
       Term of this Agreement PROVIDED THAT Peak shall indemnify the Distributor
       against all costs, claims, damages, expenses and other liabilities
       arising from or in connection with such steps and FURTHER PROVIDED THAT
       Peak shall be entitled to all damages recovered.

12.8   The Distributor shall not do or authorise any third party to do any act
       which would or might invalidate or be inconsistent with any Intellectual
       Property Rights of Peak and shall not omit or authorise any third party
       to omit to do any act which, by its omission, would have that effect.

12.9   Distributor acknowledges that any and all Intellectual Property Rights
       created, developed or subsisting in connection with the Products and any
       modifications thereto shall be and remain the sole property of Peak and
       Distributor shall do all acts and execute all documents (and procure that
       its employees do likewise) necessary to perfect or vest the ownership
       thereof in Peak.

2.10   Peak warrants to the Distributor that:

        12.10.1 it has been granted the rights to use all Intellectual Property
                Rights necessary to allow it to manufacture, supply and sell the
                Products; and

        12.10.2 the manufacture and sale of the Products by Peak and the rights
                granted by this Agreement does not infringe the Intellectual
                Property Rights of any third party in so far as Peak is aware.

       And Peak shall indemnify the Distributor in respect of any breach of the
warranties in this clause 12.10.

13.    TERMINATION

13.1   Either party may by notice in writing served on the other terminate this
       Agreement forthwith if the other:

       13.1.1 shall be in continuing or material breach of any of the terms of
              this Agreement and, where the breach is capable of remedy, the
              other party fails to remedy such breach within 30 days' service of
              a written notice (or if not practicable, within such a period as
              is practicable) from the party not in breach specifying the breach
              and requiring it to be remedied;

       13.1.2 being a company, summons a meeting of its creditors, suffers a
              proposal for a voluntary arrangement, becomes subject to any
              voluntary arrangement, is unable to pay its debts within the
              meaning of section 123 Insolvency Act 1986, has a receiver,
              manager, administrator or administrative receiver appointed over
              its assets, undertaking or income, has passed a resolution for its
              winding-up (save for the purpose of voluntary reconstruction or
              amalgamation previously approved in writing by the party serving
              notice), has a petition presented to any Court for its winding-up
              (save for the purpose of a voluntary reconstruction or
              amalgamation previously approved in writing by the party serving
              notice), has a provisional liquidator appointed, has a proposal
              made for a scheme of arrangement under section 245 Companies Act
              1985 or is subject of a notice to strike off the register at
              Companies House or for an administration order.

<PAGE>


       13.1.3 has any distraint, execution or other process levied or enforced
              on any of its property;

       13.1.4 ceases or threatens to cease to trade;

       13.1.5 in the case of the Distributor only, has a change in its
              management and/or control involving 25% of its shares being
              transferred to a person who is not a shareholder of the
              Distributor at the Commencement Date unless such shares are
              transferred to an Affiliate; or

13.2   As from the date of termination the Distributor will cease to hold itself
       out as Distributor for Peak and for the sale and marketing of the
       Products provided always that for a period of 90 days immediately
       following the date of termination of this Agreement howsoever arising the
       Distributor will be entitled, to sell Products which are in the
       Distributor's stock as at the date of termination.

13.3   On termination of this Agreement, howsoever arising, the Distributor will
       forthwith return to Peak all documents and other materials or things on
       loan or issued from Peak and any copies thereof made by the Distributor
       which are in the Distributor's possession, custody or control as at the
       date of termination.

13.4   On termination of this Agreement,both parties shall meet as soon as
       possible with a view to conclude any outstanding matters in an orderly
       and amicable manner.

13.5   Any order for the Products in the progress of manufacture at the time of
       termination shall be paid for by the Distribution and shipped to the
       Distribution in accordance with the Terms and Agreement, the sale of such
       Products by the Distributor to be in accordance with clause 13.2.

13.6   Upon termination of this Agreement the Distributor shall:-

       13.6.1 pay to Peak the balance of any Royalties accrued up to the date of
              termination and the balance of the Guaranteed Royalty not already
              paid (less any Advance already paid) if appropriate under this
              Agreement. There shall be no further sums payable by the
              Distributor to Peak under this Agreement apart from those that may
              become due in accordance with Clauses 11, 13.2 and 13.5.

       13.6.2 if required to do so by Peak supply Peak with a list of the
              Customers for the Products; and

<PAGE>

       13.6.3 assign to Peak free of charge all permission consents and licences
              (if any) relating to the marketing and/or distribution and/or sale
              of the Products in the Territory and execute all documents and so
              all the things necessary to ensure that Peak enjoys the benefit of
              those permissions, consents and licences after the termination of
              this Agreement to the entire exclusion of the Distributor.

13.7   The termination of this Agreement howsoever arising is without prejudice
       to the rights, duties and liabilities of either party accrued prior to
       termination. The clauses in this Agreement with expressly or impliedly
       have effect after termination shall continue to be enforceable
       notwithstanding termination.

14.    INDEMNITY AND INSURANCE

14.1   The Distributor shall indemnify and hold harmless Peak from and against
       any liability, loss, claim or proceedings whatsoever arising under any
       statute or at common law in respect of personal injury or damage to any
       property real or personal arising from the sale of the Products unless
       such liability arises from the negligent act or omission or breach of
       contract of Peak or its employees, agents or officers.

14.2   The Distributor shall have in force Public and Product Liability
       Insurance for not less than(pound)1 million satisfactory to Peak.

14.3   The Policies of insurance shall be shown to Peak whenever it requests
       together with satisfactory evidence of payment of premiums.

15.    CONFIDENTIALITY

15.1   The Distributor undertakes to Peak:

       15.1.1 to use its reasonable t endeavours to keep confidential all
              Confidential Information (whether written or oral) which it has
              obtained or received as a result of the discussions leading up to
              or the entering into, or obtains or receives in performance of,
              this Agreement;

       15.1.2 not to disclose the Confidential Information in whole or in part
              to any other person without Peak's written consent, save those of
              its employees, agents and sub-contractors involved in the
              implementation of this Agreement and who have a need to know the
              same and are bound to keep it confidential; and

       15.1.3 to use the Confidential Information solely in connection with the
              performance of this Agreement and not otherwise or for the benefit
              of any third party.

15.2   The provisions of CLAUSE 15.1 shall not apply to the whole or any part of
       the Confidential Information which is:

       15.2.1 lawfully obtained after the Commencement Date free of any duty of
              confidentiality otherwise than directly or indirectly from Peak;

<PAGE>

       15.2.2 already in the Distributor's possession other than as a result of
              a breach of this CLAUSE 15.1;

       15.2.3 in the public domain (other than as a result of a breach of this
              CLAUSE 15.1);

       15.2.4 necessarily disclosed pursuant to a statutory obligation;

       15.2.5 disclosed to the professional advisors, auditors and bankers of
              the Distributor under the terms of confidentiality; or

       15.2.6 disclosed with the prior written consent of Peak.

15.3   Save as otherwise set out in this Agreement, no announcement, circular,
       advertisement or other publicity in connection with this Agreement, its
       subject matter or any ancillary matter shall be made or issued by or on
       behalf of the Distributor without the prior written consent of Peak.

16.    ASSIGNMENT AND SUB-CONTRACTING

16.1   The Distributor may not assign the benefit (including any present, future
       or contingent interest or right to any sums or damages payable by Peak
       under or in connection with this Agreement) or otherwise mortgage, charge
       or otherwise transfer any or all of its rights and obligations under this
       Agreement without the prior written consent of Peak which shall not be
       unreasonably withheld.

16.2   The Distributor shall not subcontract any or all of its rights and
       obligations under this Agreement and shall not be entitled to appoint any
       sub-distributors without the prior written consent of Peak.

17.    WAIVER OF RIGHTS

17.1   The failure or delay by Peak in exercising any right, power or remedy of
       Peak under this Agreement shall not in any circumstances impair such
       right, power or remedy nor operate as a waiver of it. The single or
       partial exercise by Peak of any right, power or remedy under this
       Agreement shall not in any circumstances prelude any other or further
       exercise of it or the exercise of any other right, power or remedy.

17.2   Any waiver of a breach of, or default under, any of the terms of this
       Agreement shall not be deemed a waiver of any subsequent breach or
       default and shall in no way affect the other terms of this Agreement.

18.    ENTIRE AGREEMENT

       This Agreement contains all the terms and refers to all the documents
       which the parties have agreed in relation to the subject matter of this
       Agreement and supersedes any prior written or oral agreements,
       representations or understanding between the parties relating to such
       subject matter save for the licence agreements and the variation deeds
       referred to in clause 1.5. Neither party to this Agreement has been
       induced to enter into this Agreement or any of those documents by a
       statement or promise which they do not contain, save that this clause
       shall not exclude any liability which one party would otherwise have to
       the other party in respect of any statement made fraudulently by that
       party.


<PAGE>

19.    VARIATION

       No variation to this Agreement shall be effective unless in writing
       signed by a Director or other duly authorised officer of each of the
       parties.

20.    INVALIDITY

20.1   If at any time any clause or part of this Agreement is found by any
       court, tribunal or administrative body of competent jurisdiction to be
       wholly or partly illegal, invalid or unenforceable in any respect under
       the law of any jurisdiction:

20.2   That shall not affect any other provisions of this Agreement which shall
       remain in full force and effect and;

20.3   The parties shall in good faith amend, and if necessary, novate this
       Agreement to reflect nearly as possible the spirit and intention behind
       that illegal, invalid or unenforceable provision so that the amended
       clause complies with the laws of that jurisdiction.

21. NOTICE

2.1    Any notice in connection with this Agreement shall be in writing and may
       be delivered by hand, pre-paid first class post (but not by email),
       addressed to the recipient at its registered office or its address as the
       case may be stated in CLAUSE 21.3 below (or such addresses as may be
       notified in writing from time to time) in accordance with this clause 21
       and in the case of notices sent to Peak such notices shall be marked for
       the attention of ... or such other individual as Peak shall notify the
       Distributor in accordance with this Clause 21.

21.2   The notice shall be deemed to have been duly served:

       21.2.1 If delivered by hand, when left at the proper address for service;

       21.2.2 if given or made by prepaid first class post 48 hours after being
              posted or in the case of Airmail 14 days after being posted
              (excluding days other than Business Days);

       provided that, where in the case of delivery by hand such delivery occurs
       either after 4.00pm on a Business Day, or on a day other than a Business
       Day. Service shall be deemed to occur at 9.00am on the next following
       Business Day (such times being local time at the address of the
       recipient).

21.3   The addresses for the parties are as follows:

Peak Entertainment Ltd                      Character Options Ltd
Bagshaw Hall                                         86-88 Coombe Road
Bagshaw Hill                                         New Malden
Bakewell                                    Surrey
Derbyshire                                           KT3 4QS
DE45 1DL


<PAGE>

21.4   For the avoidance of doubt, where proceedings to which the Civil
       Procedure Rules apply have been issued, the provisions of Civil Procedure
       Rule 6 must be complied with in respect of the service of documents in
       connection with those proceedings.

22.    FORCE MAJEURE

22.1   Neither party to this Agreement shall be deemed to be in breach of this
       Agreement or otherwise liable to the other party in any manner whatsoever
       for any failure or delay in performing its obligations under this
       Agreement due to Force Majeure.

22.2   If a party's performance of its obligations under this Agreement is
       affect by Force Majeure:

       22.2.1 It shall give written notice to the other party, specifying the
              nature and extent of the Force Majeure, within seven days of
              becoming aware of the Force Majeure and will at all times use all
              reasonable endeavours to mitigate the severity of the Force
              Majeure;

       22.2.2 subject to the provisions of CLAUSE 22.3, the date for performance
              of such obligation shall be deemed suspended only for a period
              equal to the delay caused by such event;

       22.2.3 it shall not be entitled to payment from the other party in
              respect of extra costs and expenses incurred by virtue of the
              Force Majeure event.

22.3   If the Force Majeure in question continues for more than three months,
       either party may give notice in writing for the other to terminate this
       Agreement. This notice to terminate must specify the termination date,
       which not be less than 15 days after the date on which notice is given,
       and once such notice has been validly given, this Agreement will
       terminate on that termination date.

23.    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

       The parties to this Agreement do not intend that any of its terms will be
       enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999
       by any person not a party to it.

24.    COUNTERPARTS

       This Agreement may be executed in two counterparts each executed by one
       party hereto and in such event the counterparts shall together constitute
       one agreement.

25.    JURISDICTION

       The formation, existence, construction, performance, validity and all
       aspects whatsoever of this Agreement or of any term of this Agreement
       shall be governed by English law. The English courts shall have exclusive
       jurisdiction to settle any disputes, which may arise out of or in
       connection with this Agreement, and the parties agree to submit to such
       jurisdiction.


<PAGE>

26.    ENTIRE UNDERSTANDING AND VARIATION

26.1   this agreement constitutes the entire Agreement between the Parties in
       respect of the subject matter contained or referred to herein and
       supersedes any and all promises, representations, warranties or other
       statements whether written or oral made by or on behalf of one party to
       the other of any nature whatsoever.

26.2   no 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.


SIGNED BY:            /S/ P. SHORROCKS
           -----------------------------------------
ON BEHALF OF PEAK ENTERTAINMENT LIMITED
PRINT NAME           PAULA SHORROCKS
PRINT POSITION     COMMERCIAL DIRECTOR


SIGNED BY:              /S/ K. SHAH
           -----------------------------------------
ON BEHALF OF CHARACTER OPTIONS LIMITED
PRINT NAME           KIRAN SHAH
PRINT POSITION     COMPANY SECRETARY