EXHIBIT 10.9


                               LICENSE AGREEMENT:

                        PPC001 (ISSUED 5TH DECEMBER 2002)

                                SUMMARY OF TERMS

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The Licensee:                       Name:        Toontastic Publishing Ltd
                                    Address:     Office Block 1, Southlink Business Park, Southlink
                                                 Oldham, OL4 1DE
                                                 Tel: 0161 626 0414  Fax: 0161 628 4655
                                                 Contact: Alan Young, General Manager

The Property:                       Pretty Pony Club

The Principal:                      W + P Shorrocks

The Licensor:                       Peak Entertainment Ltd

The Products:                       Monthly Comic with Covermount

Channels of Distribution:

The Territory:                      United Kingdom & Eire

The Term:                           1st March 2003 -
                                    29th PER 2004

Advance Royalty:                    (pound)2,500 upon signature of this agreement.
                                    Paid as Ad credit - 3 x PPC ads + 2 x Rugrats + 1 x Crayola.

Guaranteed Royalty:                 (pound)8,000 paid in quarterly instalments over the Term of this Agreement.
                                    (INCLUDES (pound)2500 ADVANCE)l

Royalty Rate:                       4% of nett selling price.
                                    5% of Toontastic purchase price on
                                    covermounts manufactured by third party of
                                    PCC toy.

Number of Samples:                  5 of each product.
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This LICENCE AGREEMENT is made this ____ day of _________ 2003, between:

THE PARTIES:

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

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

RECITALS

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

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

1.      DEFINITIONS

         "THE INTELLECTUAL PROPERTY" - means copyright, trade mark and other
rights in the Property.

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

         "THE ROYALTIES" - means the payments to be made to the Licensor by the
Licensee under Clause 4.

         "THE SPECIFICATIONS" - means the specifications set out in the first
schedule.

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

         "CHANNELS OF DISTRIBUTION" - means all channels of distribution

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

2.       GRANT

         2.1      In consideration of the obligations undertaken by the Licensee
                  under this Agreement the Licensor grants to the Licensee an
                  exclusive license to apply the Property to the manufacture,
                  marketing, distribution and sale of the Products in the
                  Territory in accordance with the Specifications and the Style
                  Guide and under the terms of this Agreement in the Territory.

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

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


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

         2.5      The Licensor also reserves the right to request any third
                  party to manufacture the Products for promotional purposes.

3. TERM

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

4.       ROYALTIES

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

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

         4.2      The Licensee shall within 30 days of the 30th June, 30th
                  September and 30th December in each year deliver to the
                  Licensor a statement giving particulars of all sales of the
                  Products effected by the Licensee since the last statement
                  date (and in respect of the first statement; since the date of
                  this

                  [STATEMENTS TO SHOW FINAL SALES FIGS ONLY.]

                  Agreement) and showing the total royalty payable to the
                  Licensor and at the same time deliver to the Licensor a
                  remittance for the greater of the full amount of that royalty
                  or an equal quarterly installment of the Guaranteed Royalty
                  (less only the pro rata Advance applicable for the relevant
                  quarter). The form of the statement is set out in the second
                  Schedule.

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

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


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

5.       SPECIFICATION AND QUALITY

        5.1       The Licensee shall manufacture the Products according to the
                  Specifications and the Style Guide or such other
                  specifications as the Licensor may from time to time
                  substitute and at all times ensure that the Products are of
                  the highest quality attainable within the Specifications, in
                  particular the Licensee is to ensure that the Products comply
                  in all respects with the provisions of the relevant Toy Safety
                  Regulations (where applicable) and all other relevant
                  statutes, regulations and codes of practice in respect of
                  safety and quality.

        5.2       The Licensee shall submit for the Licensor's written approval
                  samples of the Products, any articles to be sold with the
                  Products and all packaging material, display, advertising or
                  publicity material and shall refrain from distribution, sales
                  or publication of any of the Products until such approval
                  shall have been first had and obtained. The Licensor reserves
                  the right to require the Licensee to make any alterations that
                  the Licensor may require to such items.

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


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                                                     CANNOT COMPLY WITH THESE
                                                        STAGE PROCEDURES

                           PRODUCT                   PACKAGING
<S>                                                  <C>
                           Rough visual of concept   Rough visual of concept
                           Hand/Sample/Prototype     Rough artwork
                           Pre-production sample     Finished artwork
                           Production sample         Artwork Proof

                                                     Finished production packaging
</TABLE>

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

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


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         5.3      The Licensee shall ensure that all units of the Products
                  including their wrappings and packaging are of the same
                  description as the sample approved by the Licensor in
                  accordance with Clause 5.2. See 5.2.1

         5.4      The Licensee shall ensure that all covermounts related to the
                  Products are approved by the Licensor in accordance with
                  Clause 5.2.

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

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

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

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

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

                  5.6.4    ensure that any Products manufactured meet the
                           Specifications.

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

6.       USE AND PROTECTION OF INTELLECTUAL PROPERTY

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

                  "(c) 2002 "W + P Shorrocks" and any other equity partner

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

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

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


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         6.5      The Licensee recognises that the copyright lines in any
                  literary, artistic, musical or dramatic work generated or
                  arising from the activities of the Licensee under this
                  Agreement shall be the property of the Licensor and the
                  Licensee with full title guarantee hereby assigns such
                  copyright and all rights related thereto to the Licensor. If
                  the Licensee requires or employs a third party to create any
                  work in connection with this Agreement in respect of which
                  copyright exists, the Licensee shall, prior to the third party
                  creating the said work, obtain an assignment of such copyright
                  and related rights in favour of the Licensor and the Licensee
                  shall do all things necessary to ensure that the said
                  copyright shall vest in the Licensor.

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

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

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

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

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

         6.11     If required by the Licensor, the Licensee will join with the
                  Licensor to become a registered user of the Intellectual
                  Property or any part of it.

7.       LICENSEE'S OBLIGATION AS TO MARKETING

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

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

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

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

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

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


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

8.       NO PREMIUMS

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

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

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

9.       ACTION AGAINST THIRD PARTIES

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

         9.2      All damages shall be the exclusive property of the Licensor
                  provided that the Licensee shall be entitled to set-off any
                  expenses which is able to claim from the Licensor pursuant to
                  Clause 9.1.

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

10.      TERMINATION

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

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

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

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

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

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

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

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

11. TERMINATION CONSEQUENCES

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

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

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

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

12.      LICENSORS WARRANTY

         Licensor represents and warrants to the Licensee that:

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

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

13.      INDEMNITY

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

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


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

14.      INSPECTION

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

15.      MISCELLANEOUS

         15.1     NO Waiver

         No waiver by the Licensor of any of the Licensee's obligations under
         this Agreement shall be deemed effective unless made by the Licensor in
         writing nor shall any waiver by the Licensor in respect of any breach
         be deemed to constitute waiver of or consent to any subsequent breach
         by the Licensee of it's obligations.

         15.2     SEVERANCE

         In the event that any provision of this Agreement is declared by any
         judicial proceedings or other competent authority to be void, voidable
         or illegal the remaining provisions shall continue to apply unless the
         Licensor at the Licensor's discretion decides that the effect is to
         defeat the original intentions of the Parties in which case it shall be
         entitled to terminate the Agreement by 30 days notice in which event
         the provisions of Clause 11 shall apply.

         15.3     NO AGENCY OR PARTNERSHIP

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

         15.4     NOTICES

         Any Notice to be served on either of the Parties by the other shall be
         sent by pre-paid recorded delivery or registered post or by facsimile
         to the address stated in Clause 1 and shall be deemed to have been
         received by the addressee with (three) 3 working days after posting or
         24 hours of transmission if sent by facsimile.

         15.5     CHOICE OF LAW

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

16.      TRANSMISSION OF BENEFIT

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

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


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17.      INTEREST

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

18.      FORCE MAJEURE

         If the performance of this Agreement is prevented, restricted or
         interfered with by reason of circumstances beyond the reasonable
         control of the party obliged to perform it the party so affected upon
         giving proper notice to the other party shall be excused from
         performance to the extent of prevention, restriction or interference
         but the party so affected shall use its best efforts to avoid or remove
         such causes of non-performance and shall continue performance under the
         Agreement with the utmost despatch whenever such causes are removed or
         diminished.

19.      HEADINGS

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

20.      ENTIRE UNDERSTANDING AND VARIATION

         20.1     This Agreement embodies the entire understanding of the
                  parties in respect of the matters contained or referred to in
                  it and there are no promises, conditions or obligations oral
                  or written, expressed or implied other than those contained in
                  this Agreement.

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

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

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


SIGNED BY
           -------------------------------------------


FOR AND ON BEHALF OF THE LICENSOR



SIGNED BY         /s/
           -------------------------------------------
FOR AND ON BEHALF OF THE LICENSEE