EXHIBIT 10.17

                     INTERNATIONAL REPRESENTATION AGREEMENT

THIS AGREEMENT is made on the. 17.th day of September 2003.

BETWEEN

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

     2.  Character Licensing & Marketing of PO Box 783502 Sandton 2146 South
         Africa

1.       DEFINITIONS

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

1.1      "Accounting Day": 30th April

1.2      "Brand" means the Monster In My Pocket Brand

1.3      "Brand Name Merchandising Rights" the right to use the Brand during the
         Term of this Agreement and all trade marks, copyright and design rights
         therein in connection with the manufacture, distribution, sale,
         exploitation and advertising of merchandise.

1.4      "Business": the negotiation of Licenses of Merchandising Rights by the
         Agent as agent for Peak and all matters related thereto.

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

1.6      "Commission" the Commission payable to the Agent .30.% of gross
         receipts.

1.7      "Expiry Date". 16.th September .2005.

1.8      "Gross Royalty" the gross royalty actually received from a licensee
         pursuant to a Licence together with (where applicable) an amount equal
         to the benefit or value of any available tax credit, repayment,
         exemption, allowance or deduction (available as a consequence of or in
         connection with such credit, repayment, exemption or allowance) whether
         pursuant to any domestic or local tax legislation or regulation or
         pursuant to any applicable double taxation treaty and whether or not
         such tax credit, repayment, exemption, allowance or deduction has been
         claimed.

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1.9      "Licence" a Licence upon Peak's standard form of Licence Agreement to
         use the Merchandising Rights granted by Peak to a licensee within the
         Territory during the Term, a copy of which is attached, as amended from
         time to time by agreement in writing between the parties.

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

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

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

1.13     "Term" the period starting on the date of this Agreement and ending on
         (and including) the Expiry Date unless earlier determined as provided
         in this Agreement.

1.14     "The Territory" means South Africa

1.15     "The Parties" mean Peak and the Agent.

2.       GRANT AND RESERVATIONS

2.1      Subject as provided below Peak grants to the Agent for the Term the
         right to negotiate with and grant manufacturers and other interested
         parties in the Territory Licences in relation to the manufacture and
         distribution in the Territory of merchandise pursuant to the terms of
         this Agreement.

2.2      The grant of rights shall not include the right to arrange for the
         manufacture of merchandise incorporating the Merchandising Rights for
         promotional purposes.

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

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

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

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

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

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

3.       PEAK'S OBLIGATIONS

         Peak agrees severally with the Agent throughout the Term:

3.1      Support and Information

         To support the Agent in its efforts to promote Business and in
         particular to supply samples of artwork, promotional material,
         drawings, and general information relating to the Merchandising Rights
         as are available to it upon the execution hereof and shall keep the
         Agent reasonably so supplied throughout the Term provided that Peak
         shall not be obliged to incur any cost in providing such support.

3.2      Advertising and Promotion

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

         3.2.2    To supply to the Agent information which may come into its
                  possession which may assist the Agent in carrying on the
                  Business.

3.3      Maintenance of Rights

         Subject to Clause 4.5 of this Agreement to maintain its Merchandising
         Rights during the Term and not to cause or permit anything which may
         damage or endanger them or its title to them or assist or suffer others
         to do so or to consult with the Agent if the Merchandising Rights are
         or appear likely to be damaged or endangered.

4.       AGENT'S OBLIGATIONS

         The Agent agrees with Peak throughout the Term as follows:

4.1      Diligence

         At all times to work diligently to protect the interests of Peak and
         the Monster In My Pocket property.


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4.2      Scope of activity and authority

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

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

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

         4.2.4      Not to make any commission or demand or receive payment from
                    a licensee for the grant or renewal of a Licence apart from
                    the agreed Commission.

         4.2.5      Not to make any representations or give any warranties to
                    prospective licensees other than to those contained in the
                    terms of the Licence.

4.3      Promotion

         To use its best endeavours to induce manufacturers to make use of the
         Merchandising Rights in relation to the manufacture, promotion or sale
         of goods in particular by:

         4.3.1    personal visits to and correspondence with potential
                  licensees;

         4.3.2    advertising and distribution of publicity matter subject
                  however to the specific prior approval in writing in all cases
                  by Peak of the form of such advertising and publicity matter;

         4.3.3    attendance at trade shows and other sales outlets;

         4.3.4    preparing a licensing brochure for the Programmes and the
                  Brand within a reasonable period of the date of this Agreement
                  in a form approved by Peak in writing prior to use.

4.4      Licences and Approvals

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


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

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

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

         4.4.5    Before permitting the commencement of manufacture to submit to
                  Peak (as appropriate) for approval a sample of each design to
                  be used on products, a sample of any written material to be
                  used on products, a sample of any packaging material and
                  (where the product is to be sold with confectionery) a sample
                  of all printing inks and constituent elements of the product
                  (e.g. resin for PVC collectibles). If the design is approved
                  by Peak the Agent will further submit to Peak for approval a
                  sample of each product bearing the approved design together
                  with packaging. The Agent shall not authorise any licensee to
                  manufacture any product bearing a design not so approved.
                  Prior to sale to ensure that all necessary safety certificates
                  and licences are obtained and a copy forwarded to Peak.

         4.4.6    If the Agent shall breach any of the terms of this Clause 4.4
                  and such breach if capable of remedy is not remedied within 30
                  days of receipt of a written notice of such breach from Peak
                  this shall entitle Peak to terminate this licence forthwith
                  without further notice.

4.5      Protection of Property

         4.5.1    Not to cause or permit anything which may damage or endanger
                  the Merchandising Rights or Peak's title to them or assist or
                  allow others to do so.

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

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

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

         4.5.5    To ensure that each Licence includes an indemnity for the
                  Agent against any liability incurred to third parties for any
                  use of the Merchandising Rights otherwise than in accordance
                  with this Agreement and the Licence.


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         4.5.6    On the expiry or termination of this Agreement forthwith to
                  cease to use the Merchandising Rights save as expressly
                  authorised by Peak in writing.

         4.5.7    Not to apply for registration of any part of the Merchandising
                  Rights as a trade mark but to give Peak at Peak's expense any
                  assistance it may require in connection with the registration
                  of any part of the Merchandising Rights as a trade mark in any
                  part of the world and not to interfere with in any manner nor
                  attempt to prohibit the use or registration of any part of the
                  Merchandising Rights or any name, device or design resembling
                  it by any other licensee of the Agent.

         4.5.8    Not to use the Merchandising Rights otherwise than as
                  permitted by this Agreement.

         4.5.9    Not to use any name or mark similar to or capable of being
                  confused with any part of the Merchandising Rights.

         4.5.10   Not to use the Merchandising Rights except directly in the
                  Business.

         4.5.11   Not to use any part of the Merchandising Rights or any
                  derivation of it in its trading or corporate name.

         4.5.12   To hold any additional goodwill generated by the Agent for the
                  Merchandising Rights or the Business as bare trustee for the
                  Principal.

4.6      Good Faith

         In all matters to act loyally and faithfully toward Peak.

4.7      Compliance

         4.7.1    To obey Peak's reasonable orders and instructions in relation
                  to the conduct of the Business.

         4.7.2    To conduct the Business in an orderly and businesslike manner
                  maintaining at its own expense an office and organisation
                  suitable and sufficient for the proper timely and efficient
                  conduct of its obligations under this Agreement and to comply
                  in the conduct of the business with all applicable laws,
                  bylaws and requirements of any governmental or regulatory
                  authority applicable to the Business.

4.8      Disclosures

         On entering into this or any other agreement or transaction with Peak
         during the Term or any extensions of it to make full disclosure of all
         material circumstances and of everything known to it respecting the
         subject matter of the relevant contract or transaction which would be
         likely to influence the conduct of Peak including in particular the
         disclosure of other agencies in which the Agent is interested directly
         or indirectly.


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4.9      Secrecy

         4.9.1    Not at any time during or after the Term to divulge or allow
                  to be divulged to any person any confidential information
                  relating to the Business or affairs of Peak other than to
                  persons who have signed a secrecy undertaking in the form
                  approved by Peak.

         4.9.2    Not to permit any person to act or assist in the Business
                  until such a person has signed such undertaking.

4.10     Accounts

         To keep accurate and separate records and accounts in respect of the
         conduct of the Business and in accordance with good accountancy custom
         and practice in England and in particular:

         4.10.1   Have them audited by qualified auditors once a year during the
                  Term.

         4.10.2   Submit copies of audited accounts to Peak on an annual basis
                  no later than the 60th day following the end of its financial
                  year (30th April each year).

         4.10.3   Keep said accounting records for not less than six years.

         4.10.4   No later than four months after the end of each Accounting Day
                  supply to Peak an auditors unqualified certificate confirming
                  that the Agent has remitted to Peak the correct amounts of
                  monies due under this Agreement.

         4.10.5   Permit a qualified accountant appointed by Peak such qualified
                  accountant to include the Internal Audit Department of Peak to
                  inspect the said accounting records for the purpose of
                  verifying the amounts payable at all reasonable times.

4.11     Payment of Monies

         4.11.1   The Agent shall diligently collect royalties due from
                  licensees.

         4.11.2   The Agent shall within forty five (45) days of the end of each
                  quarter or such other period agreed between all the Parties
                  from time to time supply to Peak a schedule showing royalties
                  received and an estimate of royalties outstanding from
                  licensees together with an aged analysis of outstanding monies
                  together with details of actions taken to recover such
                  outstanding monies.


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         4.11.3   The Agent shall immediately and in any event within 7 days
                  following receipt of an invoice in respect of the same
                  following the end of each Quarter (or such other period agreed
                  between all the Parties from time to time) pay by direct
                  telegraphic transfer into an account nominated by Peak (as set
                  out below) royalties received by the Agent (after deducting
                  Commission due to the Agent) in such prior Quarter. Such
                  monies shall become due from the date of invoice.

                  Bank Details

                  Peak Entertainment Ltd
                  Lloyds TSB
                  Sort 30-00-09
                  Act 02560768

         4.11.4   The Agent shall pay interest if it shall make a late payment
                  of monies previously received by the Agent at the rate of 4%
                  per annum above the base rate for the time being of Lloyds
                  Bank Plc.

4.12     Customer List

         To keep a list of actual and potential licensees and to supply a copy
         of it to Peak upon request.

4.13     Inspection of Books and Premises

         To permit Peak or its representatives at all reasonable times to
         inspect all things material to the Business and to take copies of any
         relevant document and for this purpose enter any premises used in
         connection with the Business.

4.14     Assignment

         Not to assign charge or otherwise deal with this Agreement in any way
         without consent of Peak.

4.15     Delegation

         Not to delegate any duties or obligations arising under this Agreement
         otherwise than may be expressly permitted under its terms.

4.16     Pay Expenses

         To pay all expenses of and incidental to the carrying on of the
         Business.


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4.17     Information

         To provide Peak within 30 days of the end of each Quarter with the
         following information:

         4.17.1   details of royalty received;

         4.17.2   a forecast of royalties to be received in the next three
                  months;

         4.17.3   details of royalty due and not paid;

         4.17.4   a licensee progress statement; and

         4.17.5   stocks of Licensed Products.

4.18     Sales Targets

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

5.       TERMINATION

5.1      This Agreement shall terminate automatically on the Expiry Date and in
         the case of Clauses 5.2 to 5.7 inclusive, forthwith upon service of
         written notice to that effect.

5.2      Breach

         If any of the parties fails to comply with any of the terms and
         conditions of this Agreement and such failure if capable of remedy is
         not remedied within thirty (30) days of receipt of a written notice of
         such failure that the party not in default may terminate this Agreement
         by giving 30 days notice to the other.

5.3      Insolvency

         If the Agent goes into either compulsory or voluntary liquidation (save
         for the purpose of reconstruction or amalgamation) or if an
         administrator or administrative receiver is appointed in the respect of
         the whole or any part of its assets or if the Agent makes assignment
         for the benefit of or composition with its creditors generally or
         threatens to do any of these things (or any judgement is made against
         the Agent or, any similar occurrence in any jurisdiction affected the
         Agent).

6.       TERMINATION CONSEQUENCES

6.1      Procedure


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         On the termination of this Agreement the Agent undertakes:

         6.1.1    to return to Peak all samples, drawings, publicity,
                  promotional and advertising material used in the Business;

         6.1.2    not to make any further use nor reproduce nor exploit in any
                  way the Merchandising Rights or Peak's name or any mark or
                  representation confusingly similar to the Merchandising
                  Rights.

6.2      Commission on Termination

         6.2.1    Provided that termination is not due to a breach of this
                  Agreement by the Agent the Agent shall be entitled:

                  6.2.1.1      to Commission in respect of Licences granted
                               before the date of termination but (subject to
                               6.2.1.2 below) not in respect of Licences granted
                               by Peak after that date notwithstanding that the
                               Agent may have been responsible in whole or in
                               part for the negotiation of the terms of any such
                               Licence.

                  6.2.1.2      In respect of renewals of Licences granted prior
                               to termination that Agent shall be entitled to
                               receive Commission under the renewed licence at
                               the rate of 50% of the Commission it would have
                               received had this Agreement not been terminated
                               but limited to a period of 2 years following the
                               date of renewal of the Licence provided that the
                               new Licence is in respect of the Products
                               identical to the Products licensed to the
                               previous Licence negotiated by the Agent.

         6.2.2    If termination is due to a breach by the Agent then the Agent
                  shall not be entitled to commission in respect of sales by
                  licensees after the date of termination.

         6.2.3    On termination for whatever reason the Agent shall cease to be
                  entitled to collect royalties from licensees and instead Peak
                  shall collect such royalties and shall then account to the
                  Agent for the commission within 14 days of Peak receiving
                  royalties from licensees. On termination the Agent shall pass
                  to Peak all its records relating to collection of royalties
                  and in particular information relating to outstanding
                  royalties.

6.3      Existing Rights

         The expiry or termination of this Agreement shall be without prejudice
         to any rights which have already accrued to either of the parties under
         this Agreement.


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7.       INDEMNITY

7.1      The Agent shall indemnify Peak against all actions, claims, costs,
         damages and expenses which it may suffer to sustain as a result of
         actions of the Agent which have not been authorised by Peak.

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

8.       INSPECTION

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

9.       MISCELLANEOUS

9.1      No Waiver

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

9.2      Notices

         Any Notice to be served on either of the Parties by the other shall be
         sent by prepaid 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 within 72 hours.

9.3      Arbitration

         All questions or differences whatsoever touching this Agreement shall
         be referred to a single arbitrator to be agreed upon by the Parties,
         or, failing agreement, to be appointed by the then President of the Law
         Society, such arbitrator to have all powers conferred on arbitrators by
         the Arbitration Act 1950 or any statutory modification or re-enactment
         of it for the time being.

9.4      Choice of Law

         This Agreement shall be governed by English Law in every particular
         including formation and interpretation and shall be deemed to have been
         made in England.


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10.      TRANSMISSION OF BENEFIT

         This Agreement shall be binding upon and inure to the benefit to Peak
         and its successors and assigns.

11.      ENTIRE UNDERSTANDING AND VARIATION

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

         11.2     No other variation or amendment of this Agreement or oral
                  promise or commitment related to it shall be valid unless
                  committed to in writing and signed by a director of Peak.

12.      FORCE MAJEURE

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

13.      HEADINGS

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


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AS WITNESS the hands of the duly authorised representatives of the parties to
this Agreement the day and year first before written.

Signed on behalf of Peak Entertainment Ltd:


/s/
-----------------------------------------
(Director)


Date     29/10/03
       ----------------------------------


Signed on behalf of Character Licensing & Marketing

/s/
-----------------------------------------
(Director)


Date     29/10/03
       ----------------------------------



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                                  SCHEDULE ONE

                                EXCLUDED PRODUCTS


1)      Action Figures and associated playsets.
        (known as Master Toy Licence)

2)      PVC miniature figurines