EXHIBIT 10.21


                                    DATE 2004

                           COSGROVE HALL FILMS LTD (1)

                           PEAK ENTERTAINMENT LTD (2)

                   ___________________________________________

                           AGREEMENT FOR THE PROVISION

                            OF CO PRODUCTION SERVICES

                               RE: "THE WUMBLERS"

                   ___________________________________________


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THIS AGREEMENT is made the                     day of

BETWEEN

(1)      COSGROVE HALL FILMS LIMITED of 8 Albany Road, Chorlton-cum-Hardy,
         Manchester, M21 0AW ("CHF") which expression shall include its
         successors in title and assigns) and

(2)      PEAK ENTERTAINMENT LIMITED of Bagshaw Hall, Bagshaw Hill, Bakewell,
         Derbyshire, DE45 1DL ("PEAK") (a company incorporated under the laws of
         the United Kingdom) of

WHEREAS

(A)      PEAK wishes CHF to co-produce an animated television programme for
         children provisionally entitled "The Wumblers" and comprising 52
         episodes each having an episodic commercial slot length of 11 minutes
         inclusive of titles and credits, 9 minutes and 45 seconds of animation
         excluding titles and credits as set out in EXHIBIT A "Production
         Services"

(B)      CHF wishes to carry out such co-production work in accordance with the
         requirements of this Agreement.

NOW IT IS HEREBY AGREED as follows:-

1.       DEFINITIONS

         In this Agreement, the following words and phrases should have the
following meanings:

<TABLE>
<CAPTION>
<S>                                                      <C>
        "the Cashflow"                                   the  cashflow of the Budget (as defined  below) set out
                                                         in Exhibit B;

        "CHF Representative"                             Lee Marriott

        "the PEAK Materials"                             the material to be delivered by PEAK to CHF  identified
                                                         in paragraph 2 of Exhibit A;

        "the Delivery Materials"                         the delivery  materials which CHF shall deliver to PEAK
                                                         set out in paragraph 4 of Exhibit A;

        "PEAK's Representative"                          Phil Ogden or their designee;

        "the Production Schedule"                        the  schedule  for  the  provision  of  the  Production
                                                         Services (as defined below) set out in Exhibit B;

        "the Production Services"                        the  production  services  to be provided by CHF as set
                                                         out in Exhibit A;

        "the Specifications"                             the specifications set out in paragraph 1 of Exhibit A;
</TABLE>

<PAGE>


2.       PRODUCTION SERVICES

         2.1      CHF shall provide and supply to PEAK all the Production
                  Services to enable the Programmes (as defined in Exhibit A) to
                  be produced in accordance with this Agreement and the
                  Specifications. All dates and time periods for the provision
                  of the Production Services shall be in accordance with the
                  Production Schedule.

         2.2      PEAK undertakes to supply to CHF the PEAK Materials to enable
                  CHF to undertake the Production Services. CHF shall be
                  entitled to give comments to PEAK in respect of the PEAK
                  Materials and PEAK agrees to give consideration to such
                  comments in good faith.

         2.3      If PEAK requires CHF to supply services or facilities in
                  addition to or different from those mentioned in the
                  Production Services or require an alteration or extension to
                  the Production Schedule or alterations to previously approved
                  items ("Additional Production Services") it is agreed that CHF
                  will notify PEAK that such services constitute Additional
                  Production Services and CHF shall submit to PEAK's within 5
                  working days (in writing) a quotation of the cost at which CHF
                  will be able to supply the Additional Production Services,
                  which will be supported by any documentation explaining the
                  quotation and the costs. Provided PEAK shall have given its
                  prior written consent to CHF carrying out the Additional
                  Production Services such consent to be given within 10 working
                  days, CHF will do so in accordance with the quotation and as
                  required by PEAK. If no such consent is provided by PEAK
                  within 10 working days then it is deemed that consent is
                  provided.

         2.4      It is understood that the cost of any such Additional
                  Production Services (strictly as agreed in advance in writing
                  by PEAK in accordance with clause 2.3 above) will be an
                  additional cost ("Additional Cost(s)") over and above the CHF
                  Budget. The Additional Cost(s) will be invoiced by CHF and
                  paid by PEAK at such intervals as PEAK and CHF shall have
                  agreed at the time of the request for the Additional
                  Production Services.

         2.5      CHF shall not change any element of the Production Services or
                  Specifications without the prior written consent of PEAK.

3.       APPROVALS AND DELIVERY

         3.1      CHF shall submit the materials specified in paragraph 5 of
                  Exhibit A to PEAK for approval in accordance with the
                  timetable specified therein.

         3.2      CHF undertakes to carry out any reasonable and minor
                  modifications requested by PEAK which are not Additional
                  Production Services. Such minor modifications shall be
                  undertaken by CHF within the reasonable period of time
                  specified by PEAK and the appropriate material shall be
                  resubmitted to PEAK for approval.

         3.3      All such minor modifications carried out by CHF during the
                  approval process shall be at CHF's cost, unless CHF advises
                  PEAK in accordance with 2.3 above that such modifications
                  constitute Additional Production Services, in which case the
                  cost of such modifications shall be deemed to be Additional
                  Costs as set out in clauses 2.3 and 2.4 above.

         3.4      All transportation and delivery expenses incurred in the
                  approval process shall be borne by the sender.

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         3.5      In the event that PEAK does not approve the relevant material
                  after the first re-submission by CHF, PEAK shall be entitled
                  to carry out any such modifications at its expense.

         3.6      Delivery of the Programmes to PEAK shall be made by delivery
                  to Bagshaw Hall, Bagshaw Hill. Bakewell, Derbyshire, DE45 1DL
                  or such other address as PEAK shall notify CHF of in writing
                  of the Delivery Materials (which shall have been produced in
                  accordance with the terms of this Agreement) to PEAK on or
                  before the Delivery Dates set out in the Production Schedule
                  (time being of the essence).

         3.7      PEAK shall give notice in writing to CHF within seven (7) days
                  of the delivery of the last item(s) forming the Delivery
                  Materials confirming either that PEAK have accepted the
                  Delivery Materials ("Acceptance") or that the Delivery
                  Materials or any part thereof are defective together with
                  details of such defects, and confirmation as to whether PEAK
                  requires replacement thereof ("Rejection"). Any such
                  replacement which is required to conform to the terms of this
                  Agreement shall be carried out by CHF at CHF's expense
                  expeditiously and to such timetable as PEAK shall reasonably
                  require. If no written notice of Acceptance or Rejection is
                  received by CHF within such 7 (seven) days CHF shall be
                  entitled to deem Acceptance of the Delivery Materials.

         3.8      Any acceptance by PEAK of late or incomplete delivery shall
                  not constitute a waiver of any of PEAK's rights in respect of
                  such late or incomplete delivery.

         3.9      In the event of the Producer and/or Director (as defined and
                  identified in Exhibit A) being unable to participate in every
                  episode forming part of the Programmes CHF shall procure
                  suitable replacement(s) which shall be confirmed by mutual
                  good faith agreement of both CHF and PEAK.

4.       PAYMENT OF CHF BUDGET

         4.1      Subject to Clauses 14, 15 and 17 hereunder and subject to CHF
                  complying with its obligations under this Agreement, PEAK
                  shall advance to CHF sums contributing towards the CHF Budget
                  in accordance with the Cashflow and upon receipt of
                  appropriate invoices.

         4.2      For the avoidance of doubt, the amounts to be paid to CHF
                  under this Agreement as outlined in Exhibit B shall be in full
                  and final settlement of all work to be undertaken and supplied
                  under this Agreement (other than as provided for in respect of
                  Additional Production Services as defined hereunder) and such
                  sums shall include amounts in respect of overheads and
                  services to be supplied hereunder.

         4.3      If Additional Production Services are requested and provided
                  in accordance with Clause 2.3 PEAK shall pay CHF the
                  Additional Costs in the instalments agreed at the time of the
                  request for the Additional Production Services.

         4.4      All payments referred to in this Agreement are exclusive of
                  VAT or any other applicable sales tax which shall be payable
                  to CHF by PEAK in accordance with CHF's valid VAT invoices.


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5.       COPYRIGHT AND OTHER RIGHTS AND GRANT OF RIGHTS

         5.1      CHF with full title guarantee hereby irrevocably and
                  unconditionally assigns and transfers to PEAK the entire
                  copyright and all other rights title and interest of
                  whatsoever nature (whether or not now in existence) in and to
                  the Programmes (by way of present assignment of present and
                  future copyright) and all rights and benefits in and to the
                  results products and proceeds of all of the Production
                  Services provided or intended to be provided by CHF hereunder
                  and all other rights, benefits and consents arising in
                  connection with the Programmes throughout the world and in all
                  media (whether or not now in existence) and in all languages
                  to hold the same unto PEAK absolutely for the full period of
                  copyright throughout the world (and all renewals, reversions
                  and extensions thereof) and thereafter in perpetuity. The
                  foregoing grant shall include but not be limited to all
                  rental, lending and cable retransmission rights.

         5.2      CHF hereby irrevocably and unconditionally undertakes to PEAK
                  to do all such further acts and execute all such further
                  documents as may from time to time be required to vest in PEAK
                  all such rights as may be necessary to exploit, advertise and
                  promote the Programmes in all media throughout the world, and
                  in the event CHF is unable or unwilling to do so within a
                  reasonable time then CHF hereby irrevocably appoints PEAK the
                  right to do so as agent or attorney on its behalf.

         5.3      CHF hereby waives the benefit of any provision of law known as
                  "droit moral" or "moral rights" or any similar laws in any
                  legal jurisdiction throughout the world (whether or not now
                  existing).

6.       INSURANCE

         6.1      CHF shall obtain from a reputable insurance company adequate
                  production insurances as requested by PEAK prior to production
                  and subject to premiums detailed in the Budget such policies
                  ("Policies") shall be approved by PEAK which wherever possible
                  shall be without unusual deductions or exclusions.

         6.2      CHF shall not do or neglect to do any thing or act which shall
                  negate any policy of insurance obtained by CHF or PEAK. CHF
                  shall likewise take no steps to prevent or delay any insurance
                  claim under any such insurance policy and shall provide any
                  reasonable assistance or support requested by PEAK in respect
                  thereof.

         6.3      PEAK shall be an additional insured party as a named
                  beneficiary on CHF's Policies.

7.       EDITORIAL CONTROL

         7.1      PEAK's Representative shall at reasonable times and upon prior
                  written notice of not less than 3 working days have reasonable
                  access to CHF's premises or any premises or location(s) under
                  its control and PEAK shall further be entitled to view,
                  inspect and remove at PEAK's expense any and all materials and
                  physical items generated by CHF hereunder in respect all
                  rushes and cut sequences of the Programmes and including any
                  paperwork sound-recording or soundtrack, and to be present at
                  all production meetings of CHF of which CHF shall give timely
                  notice to PEAK in advance of any such meetings, provided that
                  PEAK shall not in so doing any of the foregoing disrupt or
                  delay any of the Production Services or Production Schedule.

         7.2      PEAK shall have the full and final say editorial control in
                  respect of in all creative decisions throughout the production
                  of the Programmes, in all decisions concerning the overall
                  financial management of the production of the Programmes and
                  full editorial control of the final cut of all versions of the
                  Programmes PROVIDED THAT CHF shall be consulted in good faith
                  in all such respects and that PEAK shall give good faith
                  consideration to CHF's views.


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8.       CREDITS AND PUBLICITY

         8.1      PEAK shall decide and have the right to approve all credits to
                  be incorporated in the Programmes. PEAK shall where
                  appropriate provide CHF as soon as practicable after
                  commencement of production with a list of all proposed credits
                  for inclusion in the Programmes.

         8.2      PEAK will accord an on-screen credit to CHF as co-producer of
                  the Programmes, the position and size of such credit to be as
                  is customary for UK television producers and in the form set
                  out in paragraph 1.8 of the Specifications, and PEAK shall use
                  best endeavours and where reasonable to do so in addition
                  provide credit to CHF in any paid advertising, promotion and
                  publicity; and on any packaging related to the sale of DVDs
                  and video cassettes incorporating the Programme. If PEAK has
                  notified such credit obligations to any other person to whom
                  it has granted any rights to exploit the Programmes PEAK shall
                  not be liable for the failure of such person to honour such
                  obligations provided that PEAK shall use all reasonable
                  endeavours to remedy any breach of the CHF credit provision on
                  a prospective basis.

         8.3      Any breach of clause 8.2 by PEAK shall entitle CHF solely to
                  the recovery of damages and the rights granted by CHF to PEAK
                  shall not be capable of termination or revocation by reason of
                  such breach.

         8.4      Except as referred to in 8.5, CHF shall not without the prior
                  written approval of PEAK disclose any details or information
                  (other than to its professional advisers) or issue or
                  authorise the issue of any advertisement or publicity
                  regarding the Programmes or this Agreement or the business of
                  PEAK or the Broadcaster.

         8.5      CHF shall be entitled to use the name of PEAK and the
                  Programme, and brief excerpts of the Programme and materials
                  relating thereto in any advertising publicity and promotional
                  material relating to CHF its parent and subsidiary companies
                  subject to prior written approval of PEAK where any such use
                  by CHF shall be prior to the first transmission of the
                  Programme in the United Kingdom.

9.       REPRESENTATIVES

         PEAK's Representative may give any approvals or consents required to be
         given by PEAK under this Agreement or otherwise requested by CHF, and
         PEAK shall be entitled to rely upon the CHF Representative as having
         the right to take decisions on behalf of CHF, all such approvals to be
         given in a timely manner in accordance with and so as not to disrupt or
         delay the Production Schedule.

10.      WARRANTIES

         CHF warrants and undertakes as follows:

         10.1     CHF is a company duly and properly organised and existing
                  according to the laws of England and it has the power and the
                  authority to enter into this Agreement and perform its
                  obligations under it;

         10.2     except to the extent that any rights are already owned by PEAK
                  or become vested in PEAK pursuant to the operation of this
                  Agreement, CHF (and no other person or entity) shall become
                  the first owner throughout the world in all languages of the
                  entire copyright and underlying rights (if any) and the
                  beneficiary of all consents, waivers or contractual
                  entitlements in connection with the Programmes (including
                  without limitation the Production Services) for the purposes
                  of assigning them to PEAK;


<PAGE>

         10.3     in respect of any work carried out for the Programmes, and
                  subject to the rights of the Performing Rights Society (or its
                  affiliated organisations based outside of the United Kingdom)
                  in any musical works used in the Programmes CHF shall
                  irrevocably secure and pay for all rights and consents of
                  owners of material featured in the Programmes and other
                  persons supplying rights, services and facilities in respect
                  of the Programmes to allow PEAK the unrestricted and unlimited
                  exploitation of the Programme(s) throughout the world in all
                  formats and all media (now known or hereafter devised) and
                  will provide documentation or other evidence in support, if
                  requested;

         10.4     CHF has not and it will not assign, license, mortgage, charge
                  or otherwise deal with or encumber any rights whatsoever in
                  the Programmes or any materials or physical items relating to
                  the Programmes;

         10.5     all rights acquired and the benefit of all contracts
                  (including production personnel contracts artist and crew )
                  are or shall be capable of assignment to PEAK without
                  restriction;

         10.6     all production and personnel contracts and other important
                  agreements relating to the Programmes shall be in writing;

         10.7     there are no claims or proceedings pending or threatened which
                  might affect CHF's ability to perform its obligations under
                  this Agreement or which otherwise might adversely affect the
                  production, delivery or exploitation of the Programmes;

         10.8     CHF shall promptly advise PEAK of the occurrence of any event
                  or the existence of any condition which will adversely affect
                  the financial condition of CHF and/or its ability to fulfil
                  its obligations under this Agreement;

         10.9     the Production Services in Exhibit is achievable;

         10.10    the Programmes will be produced to a standard of first class
                  technical quality.

                  Peak warrants and undertakes as follows:

         10.11    the format and concept of the Wumblers is original to and
                  totally owned by Silly Goose Inc who, in an agreement dated 16
                  December 2003 (annexed to this Agreement at Exhibit C), have
                  granted the exploitation rights to PEAK;

         10.12    the format and concept of the Wumblers does not infringe any
                  rights, trade marks or so called intellectual property rights
                  of any third party; and

         10.13    Peak has the authority to contract CHF to undertake the
                  Production Services.

11.      INDEMNITY

         11.1     CHF will indemnify PEAK against all loss (direct or indirect),
                  actions, claims, costs, proceedings or damages directly
                  arising from any breach or non-performance by it of any
                  agreement, undertaking or warranty given by it in this
                  Agreement and against all costs and expenses incurred and
                  payments made on legal advice in settling any action, claim or
                  proceedings arising from such breach or non-performance of any
                  of the provisions of this Agreement, PROVIDED THAT CHF shall
                  be consulted in good faith with regard to any such claims
                  and/or proposed settlements and PEAK shall give good faith
                  consideration to CHF's views.


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         11.2     PEAK will indemnify CHF against all loss (direct or indirect),
                  actions, claims, costs, proceedings or damages directly
                  arising from any breach or non-performance by it of any
                  agreement, undertaking or warranty given by it in this
                  Agreement and against all costs and expenses incurred and
                  payments made on legal advice in settling any action, claim or
                  proceedings arising from such breach or non-performance of any
                  of the provisions of this Agreement, PROVIDED THAT PEAK shall
                  be consulted in good faith with regard to any such claims
                  and/or proposed settlements and CHF shall give good faith
                  consideration to PEAK's views

12.      PRODUCTION CONTRACTS AND CLEARANCES

         12.1     If requested, CHF shall, as soon as reasonably practicable,
                  provide to PEAK drafts of all agreements for the provision or
                  purchase of services or goods for approval including all
                  agreements with freelance personnel.

         12.2     CHF shall ensure that all production contracts or engagements
                  entered into by CHF in connection with the Programmes shall:-

                  12.2.1   be in writing and fully executed and dated;

                  12.2.2   be consistent with the terms of this Agreement;

                  12.2.3   contain, where possible, a grant of
                           rights/consents/permissions on an unconditional and
                           irrevocable basis to permit the unlimited
                           exploitation of the Programmes world-wide in all
                           formats and all media (now known or hereafter
                           devised);

                  12.2.4   contain a waiver of moral rights and all other
                           similar rights in all jurisdictions throughout the
                           world;

                  12.2.5   provide for all inclusive buy-out fees, i.e. no
                           additional fees, guild payments, residuals,
                           royalties, repeat fees, participation's or any other
                           similar payments shall be due in respect of the
                           broadcast, sale or other exploitation of the
                           Programmes in any and all media (whether now existing
                           or invented in the future) throughout the world for
                           the full period of copyright and thereafter in
                           perpetuity except in respect of performance and
                           broadcasting royalties payable in respect of musical
                           works where the copyright is assigned to PRS or one
                           of its affiliates.

13.      OWNERSHIP OF MATERIALS

         13.1     CHF acknowledges that any and all materials, documentation and
                  physical items produced or acquired by it for or in connection
                  with the Programmes or for recording the Programmes and
                  arising as a result of the Production Services (including
                  inter alia any and all materials supplied to CHF by PEAK)
                  ("the Materials") shall be the sole and exclusive property of
                  PEAK.

         13.2     Upon completion of the Production Services, and if requested
                  by PEAK, CHF hereby undertakes to provide a list of the
                  Materials and PEAK shall determine whether it will require at
                  its sole cost and expense the return of such Materials or any
                  of them to PEAK in the United Kingdom or require the
                  destruction of the same or the disposal of the Materials in
                  any other way as directed by PEAK. In the event that PEAK
                  shall not have so directed CHF within 28 days of completion of
                  the Production Services PEAK agrees to pay to CHF reasonable
                  storage charges relating to such Materials.



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14.      FORCE MAJEURE

         In the event that the production of the Programmes shall be prevented
         or substantially interfered with by reason of fire, earthquake,
         hurricane, flood, natural catastrophe, casualty, accident, riot or war,
         Act of God, political upheaval, law ordinance or executive or judicial
         order of authorities, lock-out, labour dispute or the death or
         incapacity of the director, producer or any principal member of the
         crew supplied by PEAK or any other cause reasonably beyond the control
         of CHF and PEAK, then neither CHF nor PEAK shall be in default or
         breach of this Agreement and the obligations of CHF and PEAK towards
         each other shall be suspended for the duration of the event, and the
         Production Schedule and the time within which CHF is obliged to
         complete its services hereunder shall be extended for a period
         equivalent to the period of any such event but the maximum duration of
         such extension shall be 12 (twelve) weeks.

15.      TAKEOVER/ABANDONMENT

         15.1     PEAK shall have the right to take over (either partially or
                  completely) or abandon the rendition of the Production
                  Services upon giving written notice to CHF of its election to
                  do so in any of the following events:

                  15.1.1   CHF is in material breach of any of its warranties,
                           undertakings or obligations under this Agreement
                           other than a remediable breach of which PEAK gives
                           CHF notice and which is remedied to the satisfaction
                           of PEAK within 10 (ten) days of such notice;

                  15.1.2   there is an overspend or there is in PEAK's opinion
                           likely to be an overspend which in the opinion of
                           PEAK has arisen or will arise because of the
                           imprudent, negligent or deliberate act or omission of
                           CHF or as a consequence of a `Force Majeure' event;

                  15.1.3   PEAK has terminated this Agreement under Clause 17 or
                           has the right to do so.

         15.2     If PEAK elects to take over or abandons pursuant to clause
                  15.1:

                  15.2.1   CHF shall forthwith, and at its own expense, hand
                           over and place at PEAK's disposal and under its
                           control all personnel, equipment and all material
                           relating to the Programmes at whatever stage of
                           completion such material may be at;

                  15.2.2   CHF shall assign the benefit of all production
                           contracts and all similar contracts relating to the
                           Programmes which PEAK requests to have assigned to it
                           and PEAK shall be responsible for performing CHF's
                           obligations under all production contracts approved
                           by PEAK as from the date of their assignment to PEAK;

                  15.2.3   CHF shall provide a statement of account to PEAK
                           containing details of all costs incurred to the date
                           of take-over or abandonment together with details of
                           contractual commitments to be honoured by CHF, and in
                           the event of termination by PEAK pursuant to clause
                           17.1.6 hereof, PEAK shall only be liable for the
                           production cost incurred up to the end of the
                           Production Phase in which termination was notified in
                           accordance with the schedule and Production Phases
                           outlined in Exhibit C. PEAK will also make good faith
                           negotiations to cover any long term financial
                           commitments made directly in connection with the
                           Programmes by CHF prior to notification of
                           termination by PEAK.


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                  15.2.4   CHF shall not undertake any further obligation in
                           relation to the Programmes unless required by PEAK to
                           do so;

                  15.2.5   PEAK shall have the right to proceed with the
                           production and completion of the Programmes in such
                           manner (if at all) as it may decide;

                  15.2.6   Except in respect of binding commitments as referred
                           to in 15.2.3 hereof, PEAK shall have no further
                           obligation to advance sums to CHF in respect of CHF
                           Budget and any Additional Costs.

         15.3     Any takeover or abandonment by PEAK shall not in any way
                  affect the rights and remedies which PEAK has under this
                  Agreement or at law by reason of any breach by CHF of any of
                  its warranties, undertakings or contractual obligations under
                  this Agreement.

         15.4     PEAK shall be entitled at any time after taking over
                  production of the Programmes pursuant to Clause 15.1 to
                  abandon production of the Programmes and provided that PEAK
                  shall have complied with its obligations pursuant to 15.2.3
                  hereof CHF hereby irrevocably agrees that it shall have no
                  objections or claims against PEAK or any other party providing
                  finance or resources for the Programmes in that event.

16.      OVERSPEND

16.1     If CHF becomes aware that other than in relation to and arising from
         approved Additional Production Services, the total cost is likely to
         exceed the CHF Budget CHF shall forthwith:

                  16.1.1   prepare and submit to PEAK a full statement of
                           account containing details of costs incurred but not
                           yet paid for and an estimate of costs likely to be
                           incurred to complete the rendition of the Production
                           Services;

                  16.1.2   submit detailed proposals for reducing the cost of
                           the items allowed for in CHF Budget;

                  16.1.3   comply with any reasonable directions given by PEAK
                           to reduce any expense.

         16.2     If, following the procedures set out above, there shall
                  continue to be overspend or likely overspend, then CHF shall
                  be solely responsible for and pay for all such overspend
                  unless the overspend was due to events or circumstances
                  entirely outside the control of CHF and CHF has complied with
                  Clause 16.1 in which event PEAK shall pay for any such
                  overspend, or shall be entitled to take-over or abandon
                  production of the Programme in accordance with cause 15
                  hereof.

         16.3     In the event that the Production Schedule is extended or
                  delayed by reason of any default of CHF, then CHF shall pay or
                  reimburse PEAK for all additional costs reasonably incurred by
                  PEAK as a direct result thereof. Any amounts so payable shall
                  be paid promptly on presentation of an invoice.

17.      TERMINATION

         17.1     Without prejudice to any rights under this Agreement, PEAK
                  shall be entitled, by notice in writing, to terminate CHF's
                  engagement to provide the Production Services if:

                  17.1.1   CHF is in breach of any term of this Agreement which
                           is incapable of remedy or if capable of remedy is not
                           remedied within 10 (ten) business days of CHF
                           becoming aware or being notified of it;


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                  17.1.2   CHF is declared or becomes insolvent;

                  17.1.3   CHF suffers the making of an administration order or
                           has a receiver (including an administrative receiver)
                           or manager appointed over the whole or any part of
                           its assets or if an order is made or a resolution is
                           passed for its winding up (except for the purposes of
                           amalgamation or reconstruction) or a notice is issued
                           convening a meeting of CHF's creditors or CHF enters
                           into or proposes to enter into any composition or
                           arrangement with its creditors or a court order is
                           obtained against CHF which is likely in the opinion
                           of PEAK to materially affect CHF's financial
                           condition or ability to fully perform all of its
                           obligations hereunder or if CHF ceases or threatens
                           to cease to carry on business;

                  17.1.4   an event of force majeure shall continue for a period
                           either consecutive or in the aggregate of 12 (twelve)
                           weeks or more (and in respect of the circumstances
                           mentioned in this sub-clause CHF shall equally have a
                           right to terminate); or

                  17.1.5   CHF shall abandon or announce that it intends to
                           abandon the business of providing production services
                           or suffers a change in the majority ownership or
                           control of its business.

         17.2     In the event of termination of this Agreement or the provision
                  of CHF's services hereunder all rights, benefits and
                  entitlements acquired by PEAK as set out in this Agreement
                  shall remain vested in PEAK PROVIDED THAT PEAK shall have
                  complied with its payment obligations under 15.2.3 hereof.

18.      MISCELLANEOUS

         18.1     A waiver of any breach of this Agreement shall not waive any
                  prior or subsequent breach. All remedies shall be cumulative
                  and the waiver of any one shall not waive any other.

         18.2     PEAK shall be entitled to assign this Agreement (in whole or
                  in part) to any subsidiary or affiliated company of PEAK or to
                  any other third party provided that PEAK shall remain
                  responsible for its obligations hereunder. CHF shall not
                  assign this Agreement without the prior written approval of
                  PEAK which approval shall not be withheld other than for the
                  purpose of corporate reconstruction or amalgamation, which
                  shall not require PEAK's approval.

         18.3     If any part of this Agreement or the application thereof to
                  either party shall for any reason be adjudged by any court or
                  other legal authority of competent jurisdiction to be invalid
                  such judgement shall not affect the remainder of this
                  Agreement which shall continue in full force and effect.

         18.4     Any notices required to be given under the provisions of this
                  Agreement shall be in writing in English and shall be deemed
                  to have been duly served if hand delivered, posted by
                  registered or recorded delivery or sent by facsimile/e-mail
                  and any notice so given shall be deemed to have been served:
                  (a) if hand delivered, at the time of delivery; (b) if posted,
                  on the third day after posting and such communication shall be
                  sent by registered or recorded delivery; (c) if sent by
                  facsimile/e-mail upon confirmation of successful transmission.


<PAGE>

         18.5     Notices shall be sent:

                  To CHF:                             To PEAK:

                  8 Albany Road                       Bagshaw Hall
                  Chorlton-cum-Hardy                  Bagshaw Hill
                  Manchester                          Bakewell
                  M21 0AW                             Derbyshire
                                                      DE45 1DL
                  Attention:  Lee Marriott            Attention: Phil Ogden

         18.6     This Agreement supersedes and cancels all previous
                  arrangements, understandings, representations or agreements
                  between the parties hereto either oral or written with respect
                  to the Programmes and constitutes the entire agreement between
                  CHF and PEAK with reference to the Programmes and no variation
                  of any of the terms or conditions hereof may be made unless
                  such variation is agreed in writing and signed by the parties.

         18.7     Nothing in this Agreement is intended to or shall be deemed to
                  constitute a partnership or joint venture between CHF and
                  PEAK.

         18.8     The clause headings in this Agreement are for the convenience
                  of the parties only and shall not limit, govern or otherwise
                  affect its interpretation in any way.

19.      PROPER LAW

         19.1     This Agreement shall be governed by and construed in
                  accordance with the laws of England and Wales.

         19.2     The parties hereby submit to the exclusive jurisdiction of the
                  courts of England and Wales.

20       RIGHTS OF THIRD PARTIES

         A person who is not a party to this Agreement has no right under the
         Contracts (Rights of Third Parties) Act 1999 (the"1999 Act") to enforce
         or to rely upon any term of this Agreement but this does not affect any
         right or remedy of a third party which exists or is available apart
         from the 1999 Act

SIGNED by Lee Marriott          )
for and on behalf of            )  /s/
COSGROVE HALL FILMS             ) ---------------------------
LIMITED


SIGNED by Phil Ogden            )
for and on behalf of            )  /s/
Peak Entertainment Limited      ) ---------------------------


<PAGE>


                                    EXHIBIT A

                             THE PRODUCTION SERVICES

1.       THE SPECIFICATIONS


<TABLE>
<CAPTION>
         THE PROGRAMME
<S>                                                            <C>
         1.1       Name of Programme:                          The Wumblers
         1.2       Number of Episodes:                         52
         1.3       Length (animation running time):            9 minutes  45 seconds
         1.4       Length (inclusive of main and end titles):  11 minutes and  0 seconds
         1.5       Original concept from                       Silly Goose Inc.

         KEY PERSONNEL

         1.6       Producer:                                   Jon Doyle
                   Director:                                   Mike Whaite

         TECHNICAL REQUIREMENTS

         1.7                                                   TBA
</TABLE>

         CREDITS

         1.8

         The end credit will be "A PEAK Entertainment/ Cosgrove Hall Film
         Production"

         1.9

         Primary Studio: Cosgrove Hall Studios, Albany Road, Chorlton-cum-Hardy,
         Manchester, M21 0AW

2.       MATERIALS TO BE DELIVERED TO CHF:

         Series bible for the Programmes, principal character designs and
         location designs.

3.       THE PRODUCTION SERVICES TO BE CARRIED OUT BY CHF IN ACCORDANCE WITH
         THIS AGREEMENT AND THE SPECIFICATIONS: All aspects of the production
         process including without limitations, providing comments on scripts,
         shooting, editing, music, sound and contracting of talent.

4.       DELIVERY MATERIALS

         Upon completion of the production work which is the subject of this
         Agreement, CHF shall deliver to PEAK the following materials on the
         dates set out in the Production Schedule: [TBA]


<PAGE>


5.       APPROVALS

5.1      CHF will send the following items to PEAK for approval and PEAK shall
         approve or provide reasons for rejection within the timescales outlined
         below:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Item                                       Comments / Approval back to CHF                 Corrections to PEAK
---------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                             <C>
Scripts                          }
Character Designs                }
Location Designs Voice Casting   }
Storyboards                                Within 5 working days of receipt by PEAK        Within 5 working days of receipt by
Animatic                         }                                                                        CHF
Dialogue Fine Cut                }
Offline Picture                  }
Completed Online                 }
Titles                           }
Credits                          }
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>