EXHIBIT 10.35

                                                                  Signature copy
                                                               Contract No: 4703

THIS AGREEMENT is made the     29           day of      April               2004


BETWEEN:-

(1)      VIDEO COLLECTION INTERNATIONAL LIMITED (registered in England No
         1924997) of 76 Dean Street, London, W1D 3SQ ("Licensee")

(2)      PEAK ENTERTAINMENT LIMITED (registered in England No 4325429) of
         Bagshaw Hall, Bagshaw Hill, Bakewell, Derbyshire, DE45 1DL ("Licensor")

NOW IT IS HEREBY AGREED as follows:

SPECIAL CONDITIONS

1.       Programme

         Monsters In My Pocket ("MIMP") the 26 by 30 minutes TV Series including
         the Special Programme as they are more particularly described in
         Schedule One.

2.       Rights

         Exclusive Videogram Rights.

3.       Term

7        (Seven) years from first release of a Videogram hereunder.

4.       Sell-Off

         6 (Six) months.

5.       Territory

         United Kingdom and Eire.

6.       Language

         English.

7.       Advance

7.1      (pound)100,000 (one hundred thousand pounds sterling) fully recoupable
         from the Royalty payable by means of Bank Transfer into the Bank
         Account detailed in clause 9 below.

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8.       Payment

8.1      20% (Twenty per cent) on signature of the Agreement and on receipt by
         VCI of all contracts relating to the commissioning funding and
         exploitation of the Programme including the Broadcast agreement between
         the Licensor and GMTV;

8.2      10% (ten per cent) on broadcast of the Special Programme (being the
         first two episodes of the series) by GMTV;

8.3      10% (ten percent) on commencement of a fast food promotion with Pizza
         Hut, Kentucky Fried Chicken, Burger King or a major cereal promotion;

8.4      10% (ten per cent) on the launch of at least 5 (five) Toy Lines in a
         minimum of 10 (ten) stock keeping units;

8.5      20% (twenty per cent) on completion of broadcast by GMTV of the first
         13 episodes of the Series;

8.6      30% (thirty per cent) on completion of broadcast by GMTV of the second
         13 episodes of the Series.

9.       Royalty

         15% (fifteen per cent) of Gross Receipts subject always to the
         provisions of clause 8.

10.   Bank Account

         ACCOUNT NAME:                PEAK ENTERTAINMENT LTD
         BANK:                        LLOYDS TSB
         ADDRESS:                     THREADNEEDLE STREET
         BRANCH:                      LONDON
         SORT CODE:                   30-00-09
         ACCOUNT NUMBER:              02560768

11.      Currency of Account

         Sterling

12.      Delivery Date

         Not later than 6 (six) months following signature unless otherwise
         agreed.

13.      Synchronisation Licence

         The Licensor in accordance with the warranties provided in clauses
         7.1.6 and 7.1.18 shall obtain all necessary permissions and make all
         payments in respect of all of the music contained within the Programme
         and shall provide a copy of all synchronisation licences, if any, to
         the Licensee as part of the Delivery Materials.

14.1     Conditions Precedent

14.1     The following are conditions precedent of this Agreement and for the
         avoidance of doubt the Licensee shall be entitled to terminate this
         Agreement pursuant to clause 11 in the event that any or all the
         conditions are not met:

14.1.1   The Licensor will procure that GMTV will transmit the Special Programme
         nationally in the fourth quarter 2004 or by the latest the first
         quarter 2005 and the balance of the first thirteen episodes nationally
         by the second quarter 2005 (one episode per week in a Saturday/ Sunday
         morning slot;

14.1.2   The Licensor will enter into a master toy licence with Character
         Options who will launch 5 (five) Toy Lines (comprising the Collectible
         Figures and other related products including but not limited to the
         products outlined in schedule 4 attached) across 10 (ten) stock keeping
         units during the summer of 2004 which will be supported by a
         (pound)300,000 (three hundred thousand pounds sterling) advertising
         campaign;

14.1.3   the Licensor will arrange for the development, manufacture and
         distribution of 48 different collectible figures (2.5" in height) based
         on the characters from Series One ("the Collectible Figures"). A
         further 48 Collectible Figures will be developed for release or for
         promotional items.

15       Marketing Commitment

15.1     The Licensor hereby warrants that the MIMP launch will be supported by
         a marketing campaign costing (pound)500,000 (five hundred thousand
         pounds sterling) which will include but not be limited to;

15.1.1   a television advertising campaign;

15.1.2   a national and consumer press campaign;

15.1.3   a cereal promotion with Weetabix or some other major cereal producer;

15.1.4   a fast food promotion with either Pizza Hut, Kentucky Fried Chicken or
         Burger King);

15.1.5   integrated retail promotions;

15.1.6   a promotion in the News of the World magazine or another national
         newspaper;

         in respect of each of which the Licensor will provide maximum notice to
         the Licensee so that the Licensee can co-ordinate its own marketing and
         sales of the Videogram so as to maximise revenues hereunder.

15.2     The marketing strategy for MIMP will be developed and agreed in
         consultation with all major collaborators including the Licensee.

16       Publishing

16.1     Titan Publishing or another major publishing partner will launch the
         MIMP comic and will release a MIMP book in 2005..

17       Other Broadcast

17.1     In addition to the Broadcast licence which the Licensor has secured
         with GMTV the Licensor is at the time of signature hereof in
         negotiation with Cartoon Network and CITV to broadcast the Programme in
         the UK

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GENERAL CONDITIONS

1.       DEFINITIONS

         In this Agreement the following words and expressions shall have the
         following meanings.

1.1      "Accounting Dates"

         30 (thirty) days in arrears.

1.2      "Accounting Period"

         Periods of 3 (three) months to 31 March 30 June 30 September and 31
         December in each year commencing with the accounting period after
         release or supply of the first Videogram hereunder.

1.3      "Advance"

         The advance if any set out in clause 7 and payable in accordance with
         clause 8 of the Special Conditions recoupable by the Licensee from the
         Royalty and from any other sums payable to the Licensor hereunder.

1.4      "Broadcast"

         Broadcast shall consist of, whether digital or analogue, over-the-air
         broadcast (including free and pay TV), cable television transmission,
         satellite transmission, cable retransmission, closed circuit, and laser
         or microwave transmission, where the broadcast is for reception on a
         television receiver and the Programme is intended to be received by
         more than one television simultaneously, irrespective of whether a
         charge is made for such reception and viewing and irrespective of
         whether the signal carrying the Programme is encrypted.

1.5      "Delivery"

         Physical delivery of all the Delivery Material technically acceptable
         to the Licensee on the Delivery Date at the cost of the Licensor to the
         Licensee or as the Licensee may in writing otherwise direct

1.6      "Delivery Date"

         The delivery date set out in the Special Conditions.

1.7      "Delivery Material"

         The material relating to the Programme short particulars of which are
         set out in Schedule Two.

1.8      "Errors and Omissions Insurance"

         That policy (if any) taken out by the Licensor short particulars
         whereof are set forth in Schedule One.

1.9      Figurines

         The figurines described in Special Condition 14.1.3.

1.10     "Gross Receipts"

         All sums actually received by the Licensee in the United Kingdom
         derived from the exploitation of the Videogram Rights excluding the
         sums specified in clause 8.5.

1.11     "Holdback"

         Intentionally deleted.

1.12     "Interactive Product"

         An Interactive Product shall be a product based on, derived from, or
         referring to the Programme which makes use, in whole or in part, of
         some or all of the elements or materials from the Programme, including
         without limitation the Programme's title, design, styling, dialogue,
         characters, character names, plot, scenes, soundtrack, and music, and
         where:

(a)      the Interactive Product contains material substantially in addition to
         the Programme; and

(b)      either the Interactive Product is substantially more interactive than
         the Programme or the Interactive Product is substantially more
         multilinear than the Programme; and

(c)      the Interactive Product does not compete with, or act as a substitute
         for, a Videogram of the Programme.

         Where the Interactive Product does compete with or act as a substitute
         for a Videogram of the Programme or where the Interactive Product does
         not conform with (a), (b) and (c) of this clause (which the Licensee
         shall in its sole discretion decide) the Interactive Product shall be
         deemed to be a Videogram the rights to which have been granted to the
         Licensee pursuant to this Agreement.

1.13     "Non-Theatrical"

         The screening of the Programme to audiences by organisations not
         primarily engaged in the business of exhibiting programmes to the
         public and whose objects are educational, social, cultural, religious,
         penal or charitable; and shall include Red Cross facilities, government
         and military installations of the Territory wherever situated, and oil
         fields and oil rigs belonging to the Territory.

1.14     "Principal"

         Morrison Entertainment Group Inc of 1334 Parkview Avenue, Suit 300,
         Manhattan Beach, California 90266 USA.

1.15     "Private Viewing"

         All use or viewing of the Videogram which is not Theatrical or
         Broadcast [and excluding viewing of the Programme where a fee is
         charged for admission of the viewer's physical person to the place
         where the Programme is shown.]

1.16     "Programme"

         The programme detailed in the Special Conditions short particulars of
         which are set out in Schedule One.

1.17     "Proprietor"

         The proprietor of the Trade Marks as set out in Part 1 of Schedule Two.

1.18     "Publicity Material"

         All publicity material relating to the Programme in the possession of
         or to which the Licensor has access at any time during the Term short
         particulars of which are set out in Schedule Two.

1.19     "Royalty"

         The percentage of the Gross Receipts specified in the Special
         Conditions.

1.20     "Sell-Off Period"

         The period set out in the Special Conditions.

1.21     "Term"

         That period set out in the Special Conditions or as extended or earlier
         terminated pursuant to this Agreement.

1.22     "Territory"

         That territory specified in the Special Conditions including all ships
         oil rigs aircrafts and passenger transportation wheresoever located
         serviced from or flying the flag of each country in the Territory and
         all camps bases or similar establishments of the armed forces and
         diplomatic establishments wheresoever located of each country in the
         Territory.

<PAGE>

1.23     "Theatrical"

         The exploitation of the Programme in 70mm, 35mm, or 16mm film copy only
         in conventional or drive in theatres open to the public on regularly
         scheduled basis where a fee is charged for admission to view the
         Programme.

1.24     "Third Party Shares"

         All sums paid or payable:

(a)      arising from the exploitation of the Programme on Videograms including
         expressly but not limited to synchronisation and mechanical fees and
         payments (if any) and re-use fees and residuals (if any) dubbing and
         sub-titling payments under any agreements with any parties who rendered
         services supplied goods rights or made available finance in connection
         with the original production and delivery of the Programme or under any
         union and/or guild collective bargaining agreement;

(b)      arising from the exploitation of the Programme including but not
         limited to sums payable in respect of rental and lending rights,
         whether collected by or on behalf of authors, directors, performing
         artists, phonogram producers, programme producers, collecting
         societies, or any other persons or bodies.

1.25     Toy Lines

         The Toy Lines described in Special Condition 14.1.4.

1.26     "Trade Marks"

         The logos, trade marks, service marks and names if any set out in Part
         2 of Schedule Two which the Licensee is entitled to use in accordance
         with Part 3 of Schedule Two

1.27     "Videogram Rights"

         The right to manufacture Videograms and to sell, rent, deliver, supply
         or exploit by any means Videograms for the purpose of Private Viewing
         anywhere in the Territory (whether at home, office, place of business
         or work, or any fixed, changing, or moving place or places) save that
         the Videogram Rights shall not include the right to exploit the
         Programme by Broadcast, Theatrically, or Non-Theatrically, or to
         develop or exploit an Interactive Product based on or deriving from the
         Programme. The Videogram Rights shall include without limitation the
         right to exploit, distribute, communicate and supply the Videograms as
         premiums and to obtain sponsorship of the Videograms.

1.28     "Videograms"

         Any device, mechanism, set of techniques or technology, whether digital
         or analogue or a combination thereof, whether now known or hereafter
         invented, by which the Programme or part of the Programme, alone or in
         conjunction with other material or copyright works (whether audiovisual
         or non-audiovisual), with or without sound, may be perceived,
         reproduced, or otherwise displayed or communicated (whether encrypted
         or unencrypted), either directly or with the aid of a machine,
         computer, communications system, telecommunications system (wireless or
         non-wireless) or other system or device (and including any combination
         or plurality thereof), whether or not remotely accessed, whether
         portable or not portable, irrespective of platform or format, including
         without limitation videocassette, VHS cassette, Sony 8 cassette, tape,
         videodisc, DVD, CDROM, CD Digital, laser disk, optical disk, compact
         disc, magnetic disk, card, smartcard, cartridge, computer, hologram, or
         any electronic or magnetic or other device whatsoever. For the
         avoidance of doubt this definition shall be deemed to include any
         device utilised in the so-called video-on-demand and
         near-video-on-demand area of exploitation.

1.29     Expressions used herein shall unless the context otherwise requires
         have the meanings attributed thereto by the Copyright Designs and
         Patents Act l988 as amended or superseded from time to time.

2.       LICENCE

2.1      In consideration of the undertakings of the Licensee in clause 7 hereof
         the Licensor hereby:-

2.1.1    irrevocably grants to the Licensee on a sole and exclusive basis the
         Videogram Rights free and clear of all rights including without
         limitation moral rights and the non-exclusive right to distribute
         exhibit and exploit Publicity Material in each case throughout the
         Territory and during the Term;

2.1.2    undertakes to effect Delivery on the Delivery Date so that time shall
         be of the essence.

2.2      The Videogram Rights shall include without limitation the sole
         exclusive and irrevocable right (except in the case only of the
         Publicity Material where the rights granted hereunder will be
         non-exclusive) to combine the Videograms and the Publicity Material
         (including without limitation other programmes or trailers) together
         with the sole exclusive and irrevocable right to authorise or license
         any third party to exercise the Videogram Rights or any of them in its
         sole discretion.

2.3      The Licensor confirms and agrees that the Licensee shall have the right
         to insert the logo trademarks and quality control message of the
         Licensee (whether or not audio-visual) in the Videograms and on all
         packaging thereof and the right to use the name tradename trademark
         biography voice and likeness of all persons connected with the
         Programme and Delivery Material and/or the Publicity Material in
         connection with the rights granted hereunder. The Licensee may include
         third party advertising and/or promotional material in the Videograms
         distributed by Licensee.

2.4      The Licensee may cut or alter the Programme for the purposes of
         censorship time compression and segmentation and change the title of
         the Programme and may with the consent of the Licensor (which shall not
         be unreasonably withheld and shall be deemed irrevocably to have been
         given 7 (seven) days after written request from the Licensee unless
         within such time withheld for good and valid reason) cut alter and
         adapt the Programme.

2.5      The Licensee shall have the right to use excerpts from the Delivery
         Material in all media and to make prints of scenes from the Programme
         for printed advertising and publicity material and for use on packaging
         and the like and the right to produce synopses from the Programme and
         underlying material not exceeding 5,000 (five thousand) words in length
         and to authorise others to do any of the foregoing.

3        EXTENSION OF TERM

3.1      The Licensee shall have the right of first negotiation to extend the
         Term and the Licensor and the Licensee shall negotiate in good faith
         for a period of 30 (thirty) days such negotiations to commence at least
         60 (sixty) days before the end of the Term and if the parties cannot
         agree within such 30 (thirty) days period on the terms of the
         subsequent grant the Licensor shall be entitled to negotiate with third
         parties provided that the Licensee shall be given a right of last
         refusal to match the financial terms offered to or by the third party
         which the Licensor intends to accept to be exercised within l4
         (fourteen) days of notification of the offer to or by the third party
         and provided that if the Licensee shall reject such right to match such
         terms the Licensor shall not conclude any agreement with a third party
         other than on the terms offered to and rejected by the Licensee unless
         it again offers the terms upon which it proposes to conclude any such
         agreement with a third party to the Licensee and the above procedures
         shall continue to apply.

4        SEQUEL

4.1      In the event that the Licensor wishes to grant Videogram Rights to any
         sequel or remake or any programme in the same series or based on one or
         more of the characters of the Programme the Licensee shall have the
         right of first negotiation and last refusal and the procedure set out
         in clause 3.1 shall apply.

5        SELL OFF

5.1      At the end of the Term the Licensee shall have the right during the
         Sell-Off Period to exploit Videograms manufactured prior to the end of
         the Term.

6.       LICENSOR'S WARRANTIES

6.1      The Licensor hereby warrants and undertakes to and with the Licensee
         that:

6.1.1    the Licensor has the right to enter into and perform this Agreement and
         grant to the Licensee all of the rights and licences herein granted and
         has not entered into and will not enter into any arrangement or do any
         act or thing which would cut down inhibit restrict or impair the free
         and unrestricted exercise by the Licensee of its rights hereunder;

6.1.2    no liens encumbrances claims or proceedings exist or shall exist during
         the Term affecting the Programme or the grant of rights hereunder;

6.1.3    the copyrights in the Programme, Delivery Material and Publicity
         Material are and will be valid and subsisting during the Term and the
         Sell-Off Period in the Territory and the Licensor shall secure register
         renew extend and protect all such copyrights as may be necessary;

6.1.4    without prejudice to the Licensor's obligations in clause 6.1.3, the
         Licensee shall have the right to take all necessary steps (including
         registration of copyright where the Licensee shall deem necessary) to
         have the copyright in the Programme the Delivery Material and the
         Publicity Material and the Licensee's rights hereunder protected
         throughout the Territory during the Term;

6.1.5    nothing contained in the Programme the Delivery Material or the
         Publicity Material is obscene libellous or defamatory or incapable of
         classification by the BBFC by reason of obscenity and the exercise by
         the Licensee of the rights granted hereunder will not infringe the
         copyright trademark trade name service marks literary artistic dramatic
         rights moral rights personal or property rights or rights of privacy or
         other rights whatsoever of any third party;

6.1.6    the Licensor will deliver the Delivery Material to the Licensee free
         and clear of all Third Party Shares and obtain prior to Delivery all
         necessary consents and licences to enable the Licensee to exercise the
         Videogram Rights without further payment (save as may be required in
         respect of any public performance of the music in the Programme)
         whether by way of mechanical copyright royalties or otherwise;

6.1.7    the Licensee will not incur any liability whatsoever in connection with
         the exploitation by the Licensee of the rights herein granted save as
         expressly provided herein;

6.1.8    the Delivery Material complies with all screen and advertising credit
         obligations to third parties in connection with the Programme and the
         Delivery Material;

6.1.9    the Delivery Material is in first class condition and of suitable
         technical quality to enable without further process thereto or
         expenditure thereon the production therefrom of Videograms of first
         class technical quality;

6.1.10   all material created by the Licensee hereunder shall at all times be
         and remain the sole and absolute property of the Licensee;

6.1.11   the particulars of the Programme set forth in Schedule One are correct;

6.1.12   the Licensor shall keep in force the Errors and Omissions Insurance if
         any and shall name the Licensee as additional insured on the policy;

6.1.13   in the event that the Licensor's right title and interest in the
         Programme derives from a licence agreement with the owner of the
         copyright ("Owner") in the Programme ("Licensor's Agreement") the
         exercise by the Licensee of the Videogram Rights shall survive any
         termination of the Licensor's Agreement and the Owner shall on
         termination of the Licensor's Agreement take an assignment of this
         Agreement from the Licensor. The Licensor shall provide the Licensee on
         Delivery with an undertaking from the Owner to give effect to the
         provisions of this clause;

6.1.14   in the event that this Agreement is terminated for any reason
         whatsoever prior to the end of the Term the Licensor agrees that any
         licences entered into by the Licensee prior to the termination of this
         Agreement shall continue in full force and effect and the Licensor
         shall take an assignment of any such licences;

6.1.15   all warranties and undertakings made by the Licensor shall survive the
         performance or termination of this Agreement;

6.1.16   the Licensor will do all such acts and execute all such documents as
         the Licensee shall reasonably require to secure enforce or protect the
         Videogram Rights;

6.1.17   the Licensor as part of the Delivery Materials shall provide a
         synchronisation licence in respect of all copyright musical
         compositions and other material embodied in the Programme to enable the
         Licensee to exploit all rights granted hereunder for the Term
         throughout the Territory.

7        LICENSEE'S UNDERTAKINGS

7.1      The Licensee will in its sole discretion use all reasonable efforts:-

7.1.1    to exploit the Videograms in the Territory and in connection therewith
         shall have the right to decide whether and when to commence or
         discontinue the manufacture sale communication supply and rental of the
         Videograms and to fix and alter the prices of such Videograms;

7.1.2    to include on all Videograms the copyright notice credits and logos
         notified to the Licensee by the Licensor on or before Delivery and to
         include copyright infringement warning either in the form provided by
         the Licensor or in the Licensee's standard form provided that no
         inadvertent failure by any licensee of the Licensee shall be a breach
         of this Agreement and the Licensor's remedy and those of any person
         with whom the Licensor shall have undertaken to accord credit for any
         breach by the Licensee shall be limited to damages.

8        REMUNERATION

8.1      As full and final consideration for the rights granted by the Licensor
         to the Licensee hereunder and subject to the complete compliance by the
         Licensor with the provisions of this Agreement the Licensee undertakes
         to pay to the Licensor:-

8.1.1    the Advance which shall (if and to the extent already paid) be
         returnable forthwith and in full in the event that the Licensor shall
         fail to effect Delivery in accordance herewith;

8.1.2    the Royalty subject first to the recoupment by the Licensee from the
         Royalty of the Advance.

8.2      No Royalty shall be payable in respect of Videograms sold or
         distributed or supplied for promotional or publicity purposes or as
         overstock or deletions or "free" "no charge" or "bonus" Videograms
         (whether or not intended for sale).

8.3      The Royalty shall be reduced to 50% (fifty per cent) of the otherwise
         applicable Royalty in respect of sales of Videograms where the Gross
         Receipts are 50% (fifty per cent) or less of the published dealer price
         or in respect of Videograms distributed directly to consumers including
         without limitation through direct mail or mail order distribution, club
         sales or electronic equivalents.

8.4      The Royalty shall apply to 100% of Gross Receipts derived from
         exploitation of the Videogram Rights. Gross Receipts in this clause 8.4
         shall mean after deduction of the sums specified in clause 8.5.

8.5      Gross Receipts shall not include advances minimum guarantees and
         security deposits until earned or forfeited. There shall be deducted
         from Gross Receipts all refunds, credits for returns, discounts, costs
         (and proceeds) of infringement, and sales and similar taxes. The
         Licensee shall further be entitled to deduct from Gross Receipts any
         costs incurred by the Licensee in respect of censorship, in making
         foreign versions where foreign language rights are granted and in
         producing any Delivery Material not Delivered by the Licensor
         hereunder.

8.6      The Royalty on a Videogram containing the Programme and other
         audiovisual works not the subject of this agreement shall be determined
         by apportionment based on the actual playing time of the Videogram and
         the Programme.

8.7      In respect of the exercise of sponsorship and premium rights the
         Royalty shall be 25% (twenty-five per cent) of Gross Receipts derived
         from sponsorship and premium exploitation. There shall be no limit on
         the number of Videograms exploited as premiums.

8.8      Notwithstanding the warranties of the Licensor any Third Party Shares
         that the Licensee deems necessary to pay in connection with the
         exploitation of the Videogram Rights shall be treated as an accretion
         to the Advance.

8.9      The Licensee shall be entitled to cross-collateralise the Advances
         Gross Receipts and the Royalty payable under this Agreement in respect
         of all of the Programmes under this Agreement and under any other
         agreement between the parties and/or the parties' holding subsidiary
         and associated companies.

<PAGE>

9        ACCOUNTS

9.1      The Licensee shall on each Accounting Date render to the Licensor a
         statement showing the number of Videograms sold or supplied and all
         monies calculated by the Licensee to be due to the Licensor hereunder
         in respect of the preceding Accounting Period such statement to be in
         the Licensee's customary form and accompanied by payment of the amounts
         shown therein to be owing. If the statement shows that less than
         (pound)50 (fifty pounds sterling) is due to the Licensor the said sum
         shall be paid when the next statement is delivered which provides for a
         payment together with the sum previously due to the Licensor of more
         than (pound)50 (fifty pounds sterling).

9.2      In the event that any taxes or levies are required to be paid by the
         Licensee or any of its licensees or exchange control regulations
         prevent the remittance to the Licensee or the Licensor of royalties in
         respect of Videograms sold or supplied hereunder the Licensee shall as
         appropriate deduct from the Royalty sums equivalent to the amount of
         such tax or levy or where legally permissible enforce payment into an
         account designated by or opened in the name of the Licensor at the
         Licensor's cost in any country where so called "blocked funds" are
         situate

9.3      The Licensee shall be entitled to maintain a reserve of 25%
         (twenty-five per cent) of Gross Receipts against returns such reserves
         to be liquidated within 4 (four) Accounting Periods.

9.4      Foreign currency shall be converted at the same rate of exchange as the
         Licensee received payment

9.5      The Licensee shall keep books of account relating to the exploitation
         of its rights hereunder and the Licensor or its representative being a
         Chartered Accountant not otherwise engaged on an audit of the Licensee
         or any of its holding associated or subsidiary companies shall have the
         right at the Licensor's cost not more than once a year during normal
         business hours and on 20 (twenty) days notice to inspect and take
         copies of such books of account insofar as such books relate to the
         sale and other distribution of Videograms hereunder and monies payable
         to the Licensor hereunder. Statements rendered to the Licensor shall be
         deemed correct and shall be conclusive and binding upon the Licensor
         unless notice is given objecting to such statement within 12 (twelve)
         months from the date of the statement and an inspection is commenced
         not later than 90 (ninety) days from the date of the notice of
         objection. If the Licensor's inspection has not been completed within
         l0 (ten) business days after commencement the Licensee may require the
         Licensor to terminate such inspection at any time upon 3 (three)
         business days notice. The Licensee shall be furnished with a copy of
         the report of the audit or inspection within l0 (ten) business days
         after completion of the audit or inspection. In the event that such
         audit or inspection reveals a deficiency in monies paid to the Licensor
         hereunder the Licensee shall not be in breach of its obligations
         hereunder unless following 20 (twenty) business days after receipt of
         the report from the Licensor it shall have failed to make payment of
         such sum or contested such report. In the event that such audit or
         inspection reveals a deficiency in monies paid to the Licensor
         hereunder of more than l0% (ten per cent) of sums payable in the
         relevant period or (pound)5,000 (five thousand pounds sterling)
         whichever is the greater the Licensee shall pay the Licensor's
         reasonable pre-determined costs of such audit.

10       INDEMNITY

10.1     The Licensor will indemnify and keep fully indemnified the Licensee and
         its licensees from and against all actions proceedings costs claims
         damages and demands (including without limitation legal expenses)
         howsoever and wheresoever incurred or arising or paid by or awarded
         against the Licensee in respect of or arising directly or indirectly
         out of any actual threatened or alleged breach or non-performance by
         the Licensor of all or any of the Licensor's undertakings and
         warranties or obligations hereunder and the exercise by the Licensee of
         its rights hereunder.

10.2     Each party shall promptly notify the other of any claim action or
         proceeding brought against it in connection with the subject matter of
         this agreement. The Licensor shall defend any such claim action or
         proceeding at its own cost. If the Licensor shall fail to defend any
         such claim action or proceeding within 7 (seven) days of notice thereof
         the Licensee shall be entitled to defend or take steps to defend or
         settle such claim action or proceeding in the Licensee's and/or the
         Licensor's name at the Licensor's cost (including without limitation
         legal fees and expenses) and to retain any damages which shall not be
         Gross Receipts provided that the Licensor shall at the Licensor's cost
         fully assist the Licensee in connection with any such claim action or
         proceeding. The Licensee shall also be entitled to engage its own
         solicitors and counsel if the Licensor defends the action but if the
         Licensor fulfils its obligation to defend the claim action or
         proceeding the costs of the Licensee's solicitors and counsel shall be
         borne by the Licensee.

11       TERMINATION

11.1     In the event that the Licensor is in breach of any of its obligations
         hereunder and fails to remedy any such breach if capable of remedy
         within l4 (fourteen) days of a request by the Licensee or if the
         Licensor shall make any assignment for the benefit of creditors or
         composition or if any action or proceeding under any bankruptcy or
         insolvency law is taken against the Licensor and is not forthwith
         dismissed or if the Licensor shall effect a voluntary or compulsory
         liquidation (other than for the purposes of re-construction or
         amalgamation) the Licensee shall be entitled forthwith to terminate
         this Agreement. In the event of a termination the Licensor shall
         immediately pay to the Licensee an amount equal to the excess of the
         Advance paid over the accrued Royalties (if any) without prejudice to
         any other rights or remedies of the Licensee.

11.2.1   Save as set out in clause 11.2.2 in the event that the Licensee is in
         default or in breach of any of its obligations under this Agreement and
         shall fail to remedy the default or breach within 30 (thirty) days of
         written notice specifying the breach and the steps required to remedy
         the breach the Licensor's remedy shall be limited to an action at law
         for damages and in no event shall the Licensor be entitled to
         rescission termination injunction or other equitable relief. The
         Licensor's damages shall be limited to the amount of the Advance and
         the Royalties payable at the date of judgment by the court or
         settlement.

11.2.2   The Licensor shall only be entitled to terminate this Agreement in the
         event that the Licensee fails to pay the Advance and fails to remedy
         such breach after 30 (thirty) days notice as aforesaid provided that
         any such termination shall not affect the rights of any licensee of the
         Licensee.

11.3     In addition to all other rights and remedies the Licensee may have if
         the Licensor shall be in breach of this Agreement and the Licensor
         shall not have remedied such breach if capable of remedy within l4
         (fourteen) days of notice of the breach and the Licensee shall thereby
         suffer loss or damage the Licensee shall have the right to suspend
         payments of the Royalty and the Advance under this Agreement and under
         any such other agreement between the parties and/or their holding
         subsidiary or associated companies until such time as such loss or
         damage shall have been quantified by agreement or in default of
         agreement by the Court. The Licensee shall further be entitled to
         retain the Royalty and the Advance under this Agreement and any other
         agreements between the parties in discharge of any liability of the
         Licensor for damages or costs as so quantified.

11.4     The Licensee may exercise any and all set-off and similar rights and
         withhold and reserve from any sums payable to the Licensor under this
         Agreement or any other agreement between the parties and/or their
         holding subsidiary and associated companies sums reasonably sufficient
         to secure the Licensee against the Licensor's liability under this
         Agreement or under any other agreement between the parties and/or their
         holding subsidiary and associated companies.

12       NO WAIVER

         No waiver by either party hereto of any breach of any of the terms or
         conditions of this Agreement in a particular instance shall be deemed
         or construed to be a waiver of any preceding or succeeding breach of
         the same or any other terms or conditions. All rights remedies
         undertakings and obligations contained in this Agreement shall be
         cumulative and none of them shall be in limitation of any other rights
         remedies undertakings or obligations of either party.

13       NO PARTNERSHIP

         This Agreement shall not be deemed to constitute a partnership or a
         joint venture between the parties.

14       ASSIGNMENT

         The Licensee shall have the right to assign sub-licence sub-contract or
         charge the whole or any part of its rights hereunder. The Licensor
         shall not have the right to assign sub-licence or charge the whole or
         any part of this Agreement.

<PAGE>

15     NOTICE

15.1     All communications between the parties with respect to any of the
         provisions of this Agreement shall be sent to the addresses set out at
         the head of this Agreement or to such other addresses as maybe notified
         by the parties for the purpose of this clause by hand or by pre-paid
         registered or recorded delivery post or by telex facsimile transmission
         or other electronic means of written communication with immediate
         confirmation by letter.

15.2     Communications which are sent or despatched in accordance herewith
         shall be deemed to have been received by the addressee at the times
         stated:

         by post - two business days after despatch;

         by telex facsimile transmission or other electronic means of written
         communication - the close of business of the addressee of the
         communication next following the business day on which the
         communication has been sent;

         by hand - on delivery;

         by airmail - five business days after despatch.

15.3     In proving service by post it shall only be necessary to prove that the
         communication was contained in an envelope which was duly addressed
         stamped and posted by registered or recorded post facsimile
         transmission or other electronic means of written communication the
         production of a telex bearing the telex answerback of the party served
         or the facsimile transmitter confirmation slip will constitute proof of
         service.

15.4     Communications addressed to the Licensee shall be marked for the
         attention of Head of Legal and Business Affairs.

16       CONFIDENTIALITY

         Licensor shall keep confidential and shall not disclose to any third
         parties (other than professional advisers and in the case of the
         Licensor its licensor where necessary) any matters relating or
         incidental to this Agreement or to the business of the other party.

17       FORCE MAJEURE

         Notwithstanding anything contained in this Agreement in the event of
         this Agreement being rendered wholly or partially impossible of
         performance by either party for any reason beyond its reasonable
         control (including but not limited to war invasion act or foreign enemy
         hostilities where war be declared or not civil war or strife rebellion
         strikes lock-outs or other industrial disputes or actions acts of God
         acts of government) then such non-performance shall not be deemed to
         constitute a breach of this Agreement. The Term shall be extended by
         the period of force majeure.

18       SEVERABILITY

         If any provision of this Agreement shall be prohibited by or adjudged
         by a court to be unlawful void or unenforceable the same shall to the
         extent required be severed from this Agreement and rendered ineffective
         so far as is possible without modifying the remaining provisions of
         this Agreement and shall in no way affect any other circumstances or
         the validity or enforceability hereof.

19       ENTIRE AGREEMENT

19.1     This Agreement and Schedules attached contains the full and complete
         understanding between the parties and supersedes all prior agreements
         and understanding whether written or oral appertaining thereto and any
         amendments changes or modifications shall have legal effect only if set
         out in writing and signed by both parties.

20       SPECIAL CONDITIONS TO PREVAIL

20.1     In the event of any conflict between these General Conditions and the
         Special Conditions attached hereto the Special Conditions shall
         prevail.

21       CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

21.1     No person who is not a party to this Agreement shall have the right
         under the Contracts (Rights of Third Parties) Act 1999 to enforce any
         of its terms.

22       LAW

22.1     This Agreement shall be construed in accordance with and governed by
         the laws of England and the non-exclusive jurisdiction of the English
         courts.

AS WITNESS the hands of the duly authorised representatives of the parties the
day and the year first before written

/s/
------------------------------------------------------------
For and on behalf of Video Collection International Limited




/s/
------------------------------------------------------------
For and on behalf of Peak Entertainment Limited


<PAGE>

                                   SCHEDULE 1

                                  THE PROGRAMME

         Description

1.       Title: Monsters In My Pocket Series One Content: Fully rendered 3D CG
         Children's action/adventure.

         Jason, our young hero, and his friend Diana team up with the immortal
         wizard Warlock in order to defeat Warlock's evil twin brother Morlock
         in a magical Quest to capture Monsters of myth and legend. The Monsters
         (e.g. Vampire, Werewolf, Mad Scientist, Invisible Man) have been cast
         all over the globe and shrunk to just six inches tall. A human scream
         causes them to grow. The two groups are now in a desperate race to
         capture all the Monsters, for whoever captures all the Monsters will
         win the Quest for Ultimate Power!

         Duration:                  26 x 26"minutes episodes as follows:
                                    Special Programme:        1 x 52"
                                    First release:            11 x 26" Episodes
                                    Second release: 13 x 26" Episodes
         Colour:                    Yes
         Director:                  tba
         Principal Artists:         tba

2.       Credit Obligations

         Copyright Notice:   (C) 2004 Morrison Entertainment Inc

         Credit:   Released by Video Collection International under exclusive
                   licence from Peak Entertainment Limited.

3.       Errors and Omissions

         Policy No:
         Company Cover:
         Amount Deductible:
         Limitations:

<PAGE>

                                   SCHEDULE 2

                               DELIVERY MATERIALS

1.       Digi Beta format 4.3 (VHS) and 16.9 (DVD) aspect ratio master videotape
         of the Programme in colour printed or made from a duplicate of the
         original picture and sound negative material of the programme fully cut
         and colour corrected main and end titled edited scored and assembled
         with sound track thereon in perfect synchronisation with the
         photographic action and technically fit and ready for the production
         therefrom of Videograms of first class technical quality to broadcast
         standard.

2.       Original or certified copies of all documents relating to the title of
         the Licensor in the Programme which delivery requirement shall be
         deemed not to have been fulfilled unless the Licensor shall have
         executed all such further documents of whatever nature as may be
         required by the Licensee in its sole discretion with all third parties
         in order to secure and perfect the right and title of the Licensor and
         to authorise and enable the unrestricted and unimpaired exercise by the
         Licensee of the rights herein granted.

3.       A list of all contractual screen and advertising credit obligations in
         respect of the Programme and copies of the relevant contractual
         provisions

4.       Two copies of the cue sheet of the music recorded and included in the
         Programme (by sequence titles, or by titles of compositions, if titled)
         and including timing on each piece of music and full details of
         composers lyricists arrangers publishers and other copyright holders
         and synchronisation licences authorising the exploitation in the
         Territory during the Term of the Videogram Rights.

5.       All publicity material of whatever description including without
         limitation at least l0 colour and 20 black and white still photographs
         trailers and biographical material in the possession of the Licensor or
         from time to time during the Term created by the Licensor or its
         licensees or licensor.

6.       All out-takes and cover shots for the purposes of their substitution as
         appropriate in the version delivered under Paragraph l of this Schedule

7.       If required by the Licensee an additional master videotape as in (l)
         above but to NTSC and/or SECAM standard

8.       Copies of all such documents deeds and agreements establishing the
         right of Licensor to execute this Agreement

9.       If required by the Licensee a short form assignment in the form
         provided by the Licensee

10.      Certificate naming the Licensee on the Errors and Omissions insurance

11.      Foreign language dubbed or sub-titled versions and separate music
         effects track when required by Licensee

12.      Certificate of Origin

13.      Certificate of Authorship

14.      Laboratory access letter in a form approved by the Licensee

15.      Synchronisation/MCPS Licence

16.      Post production script

Delivery Contacts

Marketing:
Delivery Items:   3, 5

Production

Delivery Items:   1, 4, 6, 7, 11, 14, 15, 16

Business Affairs

Delivery Items:   2, 3, 4, 8, 9, 10, 12, 13, 15

(All Delivery Items to be despatched to the address at the head of the
agreement).

The acceptance by the Licensee of less than all of the foregoing items in
respect of the Programme shall in no event be construed as a waiver of the
Licensor's obligation to deliver all of the above items. No waiver of delivery
of any such item shall be binding unless in writing and signed by the Licensee.

<PAGE>

                                   SCHEDULE 3

                                   TRADEMARKS

1.       Proprietor

         Licensor/ Principal

2.       Trademarks

         Licensor's work mark and logo types as supplied as part of the Delivery
         Materials.

3.       Trademark Usage

3.1      "The Licensee hereby warrants, undertakes and agrees that:-

3.1.1    the Licensee shall use the Trade Marks in the form stipulated by the
         Licensor and shall observe any reasonable and lawful directions given
         by the Licensor as to colours and size of the representations of the
         Trade Marks and their manner and disposition on the Videograms and
         packaging thereof;

3.1.2    whenever the Trade Marks are used by the Licensee they shall be
         accompanied by wording and any relevant symbol to show that they are
         registered trade marks (or as the case may be, trade marks) used by the
         Licensee with the permission of the Licensor. The terms of such wording
         and its placing shall be as agreed by the Licensor and the Licensee as
         soon as practicable prior to publication by the Licensee

3.1.3    in displaying the Trade Marks the Licensee shall not use any other
         names, marks or wording in a manner which would lead third parties to
         believe that the Trade Marks are owned by any person other than the
         Propietor;

3.1.4    the Licensee shall use the Trade Marks only in the manner of Trade
         Marks and in connection with the manufacture, marketing, distribution
         and sale of Videograms and upon no other merchandise and for no other
         purpose and shall not use any mark or name confusingly similar to the
         Trade Marks in respect of any merchandise;

3.1.5    the Licensee shall in all respects cooperate fully with the
         Licensor at the expense of the Licensor and at its request during
         the life of this Agreement and thereafter in protecting and
         maintaining the Proprietor's exclusive title to the Trade Marks in
         the Territory and any registrations thereof and shall give the
         Licensor such information as to the Licensee's use of the Trade
         Marks as it may reasonably require and shall give all reasonable
         assistance and execute all deeds and documents which may be
         necessary to register and maintain the Trade Marks and/or to
         record the Licensee as a permitted or registered user thereof in
         any country forming part of the Territory in the name of the
         Proprietor;

3.1.6    the Licensee shall neither during the life of this Agreement nor
         thereafter except as herein provided use the Trade Marks or any
         colourable imitation thereof in any manner whatsoever including
         (without limitation) use thereof as or within a trade mark, trade name,
         company name, commercial name or title of establishment;

3.1.7    the Licensee shall not do or permit to be done any act which would or
         might jeopardise or invalidate any registration of the Trade Marks and
         shall not do any act which might assist or gives rise to an application
         to remove any such registration from any Register of Trade Marks in the
         Territory or which might prejudice the right or title of the Proprietor
         to the Trade Marks;

3.1.8    the Licensee will not make any representation or do any act which may
         be taken to indicate that it has any right, title or interest in or to
         the ownership or use of any of the Trade Marks except under the terms
         of this Agreement and acknowledges that save as aforesaid, nothing
         contained in this Agreement shall give the Licensee any right, title or
         interest in or to the Trade Marks;

3.1.9    all trade mark rights and goodwill deriving from use of the Trade Marks
         upon or in connection with the exploitation of the Programme hereunder
         by the Licensee shall accrue exclusively to the Proprietor and the
         Licensee shall at its expense and at the reasonable request of the
         Licensor do all that is reasonably required within its power to vest
         such rights and goodwill in the Proprietor both during the life of this
         agreement and thereafter.

<PAGE>

                                   SCHEDULE 4

                                    TOY LINE

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

Series   1 - Blind Bags 24 characters inc fact card /game

CDU (48)
       666001
90x130x90mm

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

PRODUCT

--------------------------------------------------------------------------------
Pocket money 2.5" collectible characters from the series - Series one are the
first 24 characters each CDU has 2 of each making 48 pieces per CDU.

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

FEATURES/ USP
--------------------------------------------------------------------------------
Each blind bag has the element of surprise as kids will not know which
characters they will get and thus drive collectibility, trading dynamics and
nurture this line to become the driver for the concept as "Play Ground Currency"
--------------------------------------------------------------------------------

Each Blind Bag has instant play value, as there will be "good" monster and "bad"
monster included along with a "top trumps" type of game card to introduce the
kids to the "Quest"
--------------------------------------------------------------------------------

666006                  6 - Pack Mystery Monster Quest with Secret Monster 4
Blister (6)
                        styles in an assortment
215x280x35mm

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

PRODUCT
--------------------------------------------------------------------------------

6 pack of 2.5" collectable monsters across 4 styles to complete the first series
of 24 characters - each pack has its own image thus creating high impact display
across the whole line. The line will be delivered in an assortment of 4.
--------------------------------------------------------------------------------


                                  FEATURES/ USP

--------------------------------------------------------------------------------
This product raises the value for money benchmark in this category by
introducing 4 features in one product; 6 Collectable figures Includes a surprise
mystery monster with bonus power Monster Quest Trading Game cards

--------------------------------------------------------------------------------
The Immortaliser (special dice to play the Quest Game)

This item will be the main driver of the pocket money strategy and should be
seen as a vehicle to get the monsters in the hands of the kids to drive the
overall Quest marketing strategy.

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

                        12 - Pack Mystery Monster Collection with Game - 2
Box (12)
        666012          styles in an assortment
215x280x35mm

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

PRODUCT

--------------------------------------------------------------------------------
12 pack of 2.5" collectable monsters across 2 styles to complete the first
series of 24 characters - each pack has its own image thus creating high impact
display across the whole line. The two styles will be sold as an assortment.

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

                                  FEATURES/ USP

--------------------------------------------------------------------------------
This pack includes 2 mystery monsters with special bonus powers and Collector
Fact Cards that can be used to trade and play the Monster Quest Game - There is
a cross section of good monsters and bad monsters to release the instant play
value of the product. The pack also includes a collector poster to record your
monster collection with secret bonus codes that link to the website.

--------------------------------------------------------------------------------
Box (6)

666008               Monster Wizards Battle Tops
215x280x75mm

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

PRODUCT

--------------------------------------------------------------------------------
6 pack of 2.5" collectable monsters with Battle top immortals and a battle
arena to fight for Ultimate
Power
--------------------------------------------------------------------------------

                                  FEATURES/ USP

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

Warlock and Morlock who rein act the battle for Ultimate Power to win Monsters -
product supplied with six monsters to battle and you can add your collection to
it to make the play value more exciting.

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

                     24 - Pack

Blister (24)
      666024         Monster Mountain
300x415x35mm

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

PRODUCT

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

24 pack of 2.5" collectable monsters in a special presentation blister in the
shape of Monster Mountain

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

                                  FEATURES/ USP

--------------------------------------------------------------------------------
Big value for money pack to get the whole set of exclusive Monsters - UNIQUE set
of 24 Monsters not available in any other format in the line

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

Box

      666010         Monster Quest Board Game

395x285x70mm

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

PRODUCT

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

Monster Quest board game with miniature figures, environments and special game
to battle for the ultimate power.

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

                                  FEATURES/ USP

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

Board Game has direct links to the show with Morlock's Castle and Warlocks Magic
Store, characters battle with Warlock against Morlock and the evil monsters to
collect as many monsters to gain ultimate power. Special forfeit cards, monster
shrinker and staff of power features in this must have action packed family
game.

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

Blister

      666012         Staff of Power Monster Shrinker

500x70x70mm

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

                                    PRODUCT

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

Electronic light and sound staff of power includes monster capturer/ shrinker -
to be used with role play dress up and Monster Quest Game formats

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

                                  FEATURES/ USP

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

Another key element from the show is the staff of power - it will capture
monsters and banish them to the limbo of beyond with a special hide and reveal
mechanism. Sound from the show and interactive element if used to battle against
another staff - Set it for good or evil and let battle commence

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

A MUST HAVE FOR ALL MONSTER FANS!

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

                     Mad Scientist Monster Maker Laboratory                Box

      666013
395x285x70mm

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

PRODUCT

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

Big box item combining basic chemistry and magic set with the essence of the
Monster show - special feature will be the monster maker laboratory and will
create a play environment for the other miniature monsters in the line.

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

                                  FEATURES/ USP

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

Monster maker will be a cool lab version of Frankenstein's creation, mix the
special potions and them
place the monster tomb in place, hook up to the lightening generator and then
watch out - these monsters are alive!!!

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

Also includes elements of Warlocks magic shop to amaze your friends with the
creepy tricks and magical illusions associated with monsters, myth and legend.