EXHIBIT 10.23

                                LETTER AGREEMENT

     This Agreement is by and between POW! Entertainment LLC and Peak
Entertainment Holdings, Inc. and will confirm an understanding regarding the
development and exploitation of the property "Tattoo - the Marked Man".

     It is the intent of the parties to develop a new character (Stan Lee's
Tattoo - the Marked Man, or other title to be agreed by both parties, such title
to include Stan Lee's accreditation) ancillary characters associated therewith
and the environs in order to create a new franchise.

     The responsibilities of the parties shall be as follows:

     In return for worldwide distribution and merchandising rights in perpetuity
Peak has agreed to fund the project development in the amount of $250,000.00
($125,000 to be paid by February 20, 2004 and $125000 by March 20, 2004.

     POW! shall, through the auspices of Stan Lee,

     (a)  from the original character (created and owned by W & P Shorrocks and
          licensed to Peak Entertainment) develop the character, look and
          storyline, doing a treatment and generalized storyboard of characters
          by March 10, 2004, and, within 45 days after submission of said
          treatment,

     (b)  retain a writer or writers mutually agreeable to collaborate on the
          project;

     (c)  hire illustrators as necessary to more fully storyboard the project;

     (d)  create an extended treatment;

     (e)  create a screenplay coordinating a first and second draft and polish;

     (f)  attach one or more of the following: producer, co-producer, director,
          and actor using the Stan Lee brand recognition;

     (g)  engage William Morris as agent on the project in order to seek
          financing and/or licensing of theatrical release preferably with a
          studio.

     The parties shall be joint venturers in the newly developed "Tattoo - the
Marked Man, the feature film", referred to in this Agreement and, after
deduction of expenses (including the return of $250,000.00 to Peak), shall be
50/50 pari passu with respect to all profits received by Peak Entertainment from
the franchise including, without limitation, from live action movies and/or
television and all ancillary rights relating to the said movies and/or TV,
including the merchandising. The sole exception to the foregoing shall be the
usual fees charged by POW! as executive producers in the theatrical and
television releases.

     All rights to the original version of "Tattoo - the Marked Man" and any
other future versions of "Tattoo - the Marked Man" created by W & P Shorrocks
are retained by W & P Shorrocks and licensed to Peak Entertainment and do not
fall under the terms of this Agreement.

     It is understood that as is customary a more extensive agreement between
the parties, shall be entered into delineating in further detail the rights and
obligations of the parties. Until such time this Letter Agreement shall control.

POW! Entertainment LLC                   Peak Entertainment Holdings, Inc.



By: /s/                                  By: /s/
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