EXHIBIT 10.15

--------------------------------------------------------------------------------


                              21 DATED 01 JULY 2003
--------------------------------------------------------------------------------




         (1)      PEAK ENTERTAINMENT LTD

         (2)      PERFECTLY PLUSH INC


             -----------------------------------------------------


                             DISTRIBUTION AGREEMENT

                                   NO. DIST004

                                 COUNTIN' SHEEP

             -----------------------------------------------------


<PAGE>


This AGREEMENT is made on the 1st day of  July  2003

BETWEEN

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

AND

21       PERFECTLY PLUSH INC whose registered office is at, 155 Rushbrook Drive,
         Newmarket, Ontario , L3X 2E2, Canada ("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>
       "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 listed on Schedule1. For the avoidance of
                                             doubt, no further royalty is payable on products
                                             purchased and listed on Schedule 1 (as the FOB
                                             purchase price includes royalty).

       "BUSINESS DAY"                        any other day other than Saturday or Sunday or a
                                             public or bank holiday in England.

       "COMMENCEMENT DATE"                   The date hereof.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                          <C>
       "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.

       "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 `Countin' Sheep' products listed in SCHEDULE 1
                                             and such other toy product manufactured from time
                                             to time by Jusco Toys Limited (an affiliate of
                                             Peak) for 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.

       "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
                                             2004

       "TERRITORY"                           Canada

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

<PAGE>

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 1, from the Commencement
                  date.

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.


<PAGE>

3        GRANT AND PAYMENT

3.1    In consideration of the rights granted hereunder by Peak, the Distributor
       shall pay to Peak 25% of the value of the invoice on placement of order,
       25% on release from port of shipment and the remaining balance on release
       of products from port of entry (TORONTO) for orders on the first 54,000
       pieces.

3.2  All payments for subsequent orders of the products after the initial 54,000
     pieces shall be made as follows;

         3.2.1 the Distributor shall pay Peak 25% of the value of the invoice on
         placement of order, 25% on release from port of shipment, 25% on
         release of products from port of entry (TORONTO), and the remaining
         balance within 45 days of receipt of shipment.

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    not to 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. 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.

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.


<PAGE>


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. ;

         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 receipt of shipment of the
       Product from 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.


<PAGE>

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 a reasonable amount on
       marketing the Products in respect of the properties. Such marketing spend
       to be allocated throughout the Term of this Agreement as agreed between
       the parties.

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 f.o.c. to the
       Distributor.

7.2    Subject to CLAUSE 2.2, 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.


<PAGE>

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 reasonable 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.

7.7    Risk of damage to or loss of the Products shall pass to the Distributor
       upon delivery to the Distributor's named port of entry (TORONTO).

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 1, until the cumulative deductions so made equal the Advance.

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
       to the price alterations.


<PAGE>

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 US dollars.

8.6    If the Distributor fails to pay within 45 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 3 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.

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

In consideration of the rights granted by Peak the Distributor shall pay Peak a
royalty of the Agreed Percentage included in the FOB Price.


<PAGE>

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.

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.


<PAGE>

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.

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


<PAGE>

        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 to conclude any
       outstanding matters.

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 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 Affiliates, employees, agents or officers.

14.2   The Distributor shall have in force comprehensive Liability Insurance
       including Product Liability.


<PAGE>

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 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;

       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.


<PAGE>

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.

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

21.1   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 C.E.O. or such other individual as Peak shall notify the
       Distributor in accordance with this Clause 21.


<PAGE>

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                   Perfectly Plush Inc
Bagshaw Hall                             155 Rushbrook Drive
Bagshaw Hill                             Newmarket
Bakewell                                 Ontario L3X 2E2
Derbyshire                               Canada
DE45 1DL

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.


<PAGE>

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 will 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.

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 and a director of the Distributor.



<PAGE>

SIGNED BY:................../S/ PHIL OGDEN..............................
ON BEHALF OF PEAK ENTERTAINMENT LIMITED
PRINT NAME...............PHIL OGDEN.................................
PRINT POSITION.........DIRECTOR....................................


SIGNED BY:................../S/ JOSE MEDEIROS.........................
ON BEHALF OF PERFECTLY PLUSH INC
PRINT NAME...............JOSE MEDEIROS..............................
PRINT POSITION.........PRESIDENT...................................