Exhibit 10.28

BUSINESS LOAN AGREEMENT

Borrower:  American Champion                   Lender: Olympia Partners, LLC
           Entertainment, Inc.                         660 Madison Ave,
           1694 The Alameda, Suite 100                 15th Floor
           San Jose, CA 95126                          New York, NY 10021





Principal      Loan Date      Interest Rate      Interest            Maturity
 Amount                        (simple, yr)      Payment               Date
$100,000.00    11-25-1998         7.00%      45/365 days = 863.01   01-08-1999

                           Total Principal & Interest Payment $100,863.01



THIS BUSINESS LOAN AGREEMENT between American Champion Entertainment, Inc.
("Borrower") and  Olympia Partners, LLC ("Lender") is made and executed on the
following terms and conditions.

TERM.  This Agreement shall be effective as of November 25, 1998, and shall
continue for a time  period defined per above schedule.

USE OF LOAN PROCEEDS.  It is represented to Lender that Borrower intends to use
the borrowed  funds for the production of the Borrower's TV program "Adventures
With Kanga Roddy" and for  general working capital.

REPRESENTATIONS AND WARRANTIES.  Borrower represents and warrants to Lender as
of the date of  this Agreement:

Organization.  Borrower is a Delaware corporation which is duly organized,
validly existing,  and in good standing to conduct business in the State of
California.  Borrower has the full  power and authority to own its properties
and to transact the businesses in which it is  presently engaged or presently
proposes to engage.

Authorization.  The execution, delivery, and performance of this Agreement and
all related  documents by Borrower, to the extent to be executed and performed
by Borrower, have been duly  authorized by all necessary action by Borrower;
and do not conflict with any provision of its  articles of incorporation or
organization or bylaws.

Legal Effect.  This Agreement constitutes, and any instrument or agreement
require hereunder  to be given by Borrower when delivered will constitute,
legal, valid and binding obligations  of Borrower enforceable against Borrower
in accordance with their respective terms.

Survival of Representation and Warranties.  Borrower understands and agrees
that Lender is  relying upon the above representations and warranties in making
the above referenced Loan to  Borrower.  Borrower further agrees that the
foregoing representations and warranties shall be  continuing in nature and
shall remain in full force and effect until such time as Borrower's  Loan shall
be paid in full, or until this Agreement shall be terminated in a manner
satisfactory to both Lender and Borrower.

Inspection.  Lender or agents of Lender may at any reasonable time, inspect
Borrower's  properties and examine or audit Borrower's books, accounts, and
records.

Default.  In the event that Borrower fails to make payment to Lender when due
on the Loan, or  if an alternative method of payment acceptable to the Lender
is not made, Lender may  immediately request Anthony K. Chan and George Chung
("Chan" & "Chung"), who together act as  personal guarantors for Borrower, to
cause Continental Stock Transfer & Trust Company to  issue 75,000 shares each
from Chan & Chung's personal holdings of ACEI (total 150,000 shares)  in favor
of Lender.  Chan & Chung have executed Lock Up Agreements with Dalton Kent
Securities dated July 15, 1997 which prohibits Chan & Chung from selling
personal shares for  24 months from the date of such agreements.  In the event
that the 150,000 shares from Chan &  Chung are issued to Lender under this
Default provision, Dalton Kent Securities, by applying  signature below,
acknowledges that it will release such shares from lock up provisions to  allow
Lender to sell such shares.

Borrower agrees to pay upon demand all of Lender's out-of-pocket expenses,
including  attorney's fees, incurred in connection with Borrower's Default on
this Agreement.  Borrower  also will pay any court costs, in addition to all
other sums provided by law.  Lender may  submit to the jurisdiction of the
courts of Santa Clara County, the State of California.

BORROWER AND LENDER acknowledge having read all the provisions of this Business
Loan Agreement,  and agree to its items.  This agreement is dated as of
November 25, 1998.


BORROWER:                                       LENDER:
American Champion Entertainment, Inc.

By: /s/ Anthony K. Chan                         By: /s/ Seth Fireman
     Anthony K. Chan                            Name:  Seth Fireman
     President & Chief Executive Officer        Title:  Managing Partner


GUARANTORS:                                     ACKNOWLEDGED:
                                                Dalton Kent Securities

By: /s/ George Chung                            By:  /s/ Alan Elkes
       George Chung                                     Alan Elkes
                                                Chief Executive Officer

By: /s/ Anthony K. Chan
       Anthony K. Chan