EXHIBIT 10.34

                               LICENSE AGREEMENT:

                       CS001 ([Issued 10th February 2003])

                                SUMMARY OF TERMS

The Licensee:                        Name:       CCA Group Ltd
                                  Address:       Eastway
                                                 Fulwood
                                                 Preston PR2 9WS

                                  Contact:       Roderick Davies-Group Sales
                                                 & marketing Director

                                      Tel:       01772 662 950
                                      Fax:       01772663023
                                   e-mail:       rod.davies@ccagroup.co.uk

The Property:                       Countin' Sheep

The Principal:                      W + P Shorrocks

The Licensor:                       Peak Entertainment Ltd

The Products:                       Greeting Cards all formats

Channels of Distribution:           All

The Territory:                      United Kingdom, Channel Islands & Eire

The Term:                           3 years    1st February 03 to 31st January
                                    06 - CCA will be given first
                                    right of continuance.

Advance Royalty:                    (pound)5,000  + vat

                                    Further one off bonus payment will be made
                                    of (pound)10,000 when sales hit
                                    (pound)500,000, followed by a further
                                    (pound)15,000 when sales hit (pound)1m.

Guaranteed Royalty:                 (pound)10,000  + vat
                                    Paid in quarterly installments over the
                                    remaining term of the contact, starting from
                                    1st February 2004 if the minimum guarantee
                                    has not already been earned out.

Royalty Rate:                       10% of net selling price.

Number of Samples:                  20 of each product.



<PAGE>

This LICENCE AGREEMENT is made this ____ day of _________ 2003, between:

THE PARTIES:

      1.     PEAK ENTERTAINMENT LTD whose registered office is at Bagshaw Hall,
             Bagshaw Hill, Bakewell, Derbyshire, DE45 lDL. ("the Licensor")

      2.     THE LICENSEE: whose full name and trading or registered address is
             referred to on the Summary of Terms Sheet ("the Licensee")

RECITALS

(A)    The Licensor controls all rights of exploitation in the Property.

(B)    The Licensee wished to obtain a license to manufacture, market, sell and
       distribute the Products incorporating the Property and the Licensor has
       agreed to grant such right.

1.     DEFINITIONS

       "The Intellectual Property" - means copyright, trademark and other rights
       in the Property.

       "Notice" - means notice in writing served in accordance with the
       provisions of sub-clause 15.4.

       "The Royalties" - means the payments to be made to the Licensor by the
       Licensee under Clause 4.

       "The Specifications" - means the specifications set out in the first
       schedule.

       "The Style Guide" - means the documents provided by the Licensor to the
       Licensee from time to time giving details of the Property including the
       papers that have been given to the Licensee before the signing of this
       Agreement.

       "Channels of Distribution" - means all channels of distribution

       The words referred to in the first column of the Summary of Terms shall
       have the meanings attributed to them in the second column of the Summary
       of Terms Sheet.

2. GRANT

       2.1    In consideration of the obligations undertaken by the Licensee
              under this Agreement the Licensor grants to the Licensee an
              exclusive license to apply the Property to the manufacture,
              marketing, distribution and sale of the Products in the Territory
              in accordance with the Specifications and the Style Guide and
              under the terms of this Agreement in the Territory.

<PAGE>

       2.2    The Licensee shall only market and solicit orders for the Products
              in the Territory. If it receives orders for the supply of Products
              outside the Territory it will immediately inform the Licensor
              thereof.

       2.3    The Licensor reserves the right to remove any of the Products
              listed in the Summary of Terms where they are not on sale to the
              trade in accordance with Clause 7.1 in any part of the Territory.

       2.4    The Licensor reserves all rights not specifically granted herein
              including the right to grant licenses of the Property to other
              licensees in the Territory in respect of other product categories.

       2.5    The Licensor also reserves the right to request any third party to
              manufacture the Products for promotional purposes.

3. TERM

       This Agreement shall be for the Term unless terminated earlier in
       accordance with Clause 10 herein.

4. ROYALTIES

       4.1    In consideration of the rights granted by the Licensor the
              Licensee shall pay to the Licensor a royalty of the Agreed
              Percentage of the Net Selling Price of each unit of the Products
              sold by the Licensee (less only normal trade discounts). Upon the
              signing of this Agreement the Licensee shall pay to the Licensor
              the Advance Royalty which shall not in any circumstances be
              repayable either in whole or in part of but which shall be set off
              against royalty payments payable during the Term of this
              Agreement. All payments made by the Licensee to the Licensor
              pursuant to this Agreement shall be made by telegraphic transfer
              to the following account:

              Account:          Peak Entertainment Ltd
              Bank:             Lloyds TSB Bank Plc
              Account No:       2560768
              Sort Code:        30-00-09

       4.2    The Licensee shall within 30 days of the 30th March, 30th June,
              30th September and 30th December in each year deliver to the
              Licensor a statement giving particulars of all sales of the
              Products effected by the Licensee since the last statement date
              (and in respect of the first statement; since the date of this
              Agreement) and showing the total royalty payable to the Licensor
              and at the same time deliver to the Licensor a remittance for the
              greater of the full amount of that royalty or an equal quarterly
              installment of the Guaranteed Royalty (less only the pro rata
              Advance applicable for the relevant quarter). The form of the
              statement is set out in the second Schedule.

       4.3    If the Licensee's sales of the Product during the term or before
              the termination date (Clause 10) if sooner are insufficient to
              generate royalties equal to the

<PAGE>

              Guaranteed Royalty at the end of the Term, or termination date
              (Clause 10), whichever the sooner, the Licensee shall pay to the
              Licensor the difference between royalties generated throughout the
              Term or before the termination date (Clause 10) if sooner and the
              Guaranteed Royalty.

       4.4    The Licensee shall keep and maintain separate and detailed
              accurate accounts and records so as to show the quantity and Net
              Selling Price of Products sold, used or otherwise disposed of by
              the Licensee for each royalty period giving separately the figures
              for each product. The Licensor shall have the right at reasonable
              hours, and on giving the Licensee reasonable notice, to appoint a
              representative (being a qualified, certified or chartered
              accountant) to audit the said accounts and records and if such
              audit reveals a discrepancy it shall be collected forthwith. It is
              further agreed that if such discrepancy is 5% or more in the
              Licensee's favour, the Licensee shall within 30 days of the date
              of the relevant invoice pay the Licensor's reasonable auditing
              fees and expenses in addition to any other payments due and
              interest on the discrepancy at 4% above the base lending rate from
              time to time of Lloyds TSB Bank Plc.

       4.5    All sums payable by the Licensee to any person pursuant to this
              Agreement shall be paid free and clear of all deductions (except
              normal trade discounts) or withholdings whatsoever save only as
              may be required by any applicable law.

5. SPECIFICATION AND QUALITY

       5.1    The Licensee shall manufacture the Products according to the
              Specifications and the Style Guide or such other specifications as
              the Licensor may from time to time substitute and at all times
              ensure that the Products are of the highest quality attainable
              within the Specifications, in particular the Licensee is to ensure
              that the Products comply in all respects with the provisions of
              the relevant Toy Safety Regulations (where applicable) and all
              other relevant statutes, regulations and codes of practice in
              respect of safety and quality.

       5.2    The Licensee shall submit for the Licensor's written approval
              samples of the Products, any articles to be sold with the Products
              and all packaging material, display, advertising or publicity
              material and shall refrain from distribution, sales or publication
              of any of the Products until such approval shall have been first
              had and obtained. The Licensor reserves the right to require the
              Licensee to make any alterations that the Licensor may require to
              such items.

              5.2.1  The Licensee shall comply with this Clause 5.2 at each and
                     every stage of development of the Products identified as
                     follows as applicable:

                     PRODUCT                   PACKAGING

                     Rough visual of concept   Rough visual of concept
                     Hand/Sample/Prototype     Rough artwork
                     Pre-production sample     Finished artwork
                     Production sample         Artwork Proof

                                               Finished production packaging

<PAGE>

              5.2.2  Approval will be granted on design, quality and compliance
                     with the Style Guide and the copyright lines and all
                     designs must be consistent with the identity and image of
                     the property.

              5.2.3  Approval is not granted on the basis of any safety or
                     fitness for purpose aspect of the Products, as such aspects
                     are the sole responsibility of the Licensee. The Licensee
                     shall produce to the Licensor when requested all relevant
                     safety certificates.

       5.3    The Licensee shall ensure that all units of the Products including
              their wrappings and packaging are of the same description as the
              sample approved by the Licensor in accordance with Clause 5.2.

       5.4    The Licensee shall ensure that all covermounts related to the
              Products are approved by the Licensor in accordance with Clause
              5.2.

       5.5    The Licensee shall supply to the Licensor the Number of Samples of
              the Products free of charge within three months of the first
              production of the Products.

       5.6    If the Licensee employs a third party to manufacture the Products
              the Licensee shall:

              5.6.1  put in place adequate controls to ensure that the
                     manufacturer only manufactures the Product for the
                     Licensee;

              5.6.2  ensure that title to any plates or dies manufactured
                     specially for production of the Products are the property
                     of the Licensee and shall be returned to the Licensee by
                     the manufacturer on demand;

              5.6.3  only employ manufacturers after a full enquiry has been
                     made to ensure that they are of proper status; and

              5.6.4  ensure that any Products manufactured meet the
                     Specifications.

       5.7    If the Licensee or its third party manufacturer requires imagery
              or artwork additional to the Style Guide, the Licensee agrees to
              pay the price quoted from time to time by the Licensor in respect
              thereof.

6. USE AND PROTECTION OF INTELLECTUAL PROPERTY

       6.1    Every unit of the Products and all packaging, advertising and
              point of sale materials used in connection therewith and which
              incorporates the Intellectual Property shall bear the following
              statement which shall not be varied in any way by the Licensee
              without prior written consent of the Licensor:

              "(C)2002 "W + P Shorrocks" and any other equity partner



<PAGE>

       6.2    The Licensee shall not use any of the Property as part of the
              Licensee's name or the name of any entity associated with it
              without the prior written consent of the Licensor.

       6.3    The Licensee shall not during the subsistence of this Agreement or
              at any time thereafter register or use any of the Intellectual
              Property in its own name as proprietor.

       6.4    The Licensee recognises the Licensor's title to the Intellectual
              Property and shall not claim any right title or interest in the
              Intellectual Property or any part of it save as is granted by this
              Agreement. Any Intellectual Property right that the Licensee shall
              acquire to the Products is hereby assigned to the Licensor and, if
              appropriate, the Licensee shall enter into a legal assignment of
              such Intellectual Property without payment.

       6.5    The Licensee recognises that the copyright lines in any literary,
              artistic, musical or dramatic work generated or arising from the
              activities of the Licensee under this Agreement shall be the
              property of the Licensor and the Licensee with full title
              guarantee hereby assigns such copyright and all rights related
              thereto to the Licensor. If the Licensee requires or employs a
              third party to create any work in connection with this Agreement
              in respect of which copyright exists, the Licensee shall, prior to
              the third party creating the said work, obtain an assignment of
              such copyright and related rights in favour of the Licensor and
              the Licensee shall do all things necessary to ensure that the said
              copyright shall vest in the Licensor.

       6.6    The Licensee shall promptly call to the attention of the Licensor
              the use of any part of the Property by any third party or any
              activity of any third party, which might be in the opinion of the
              Licensee amount to infringement or passing off.

       6.7    The Licensee shall not assign the benefit of this Agreement or
              grant any sub-license without prior written consent of the
              Licensor.

       6.8    The Licensee shall hold all goodwill generated by its operations
              under this Agreement as trustee for the benefit of the Licensor.

       6.9    Any designs or other works derived by the Licensee from the
              Intellectual Property or any part of it shall be held by the
              Licensee on trust for the Licensor and at the Licensor's request
              shall be assigned to the Licensor without compensation.

       6.10   The Licensee shall not, except with the prior written consent of
              the Licensor, make use of the name of the Licensor in any
              connection otherwise than is expressly permitted by this
              Agreement.

       6.11   If required by the Licensor, the Licensee will join with the
              Licensor to become a registered user of the Intellectual Property
              or any part of it.

7. LICENSEE'S OBLIGATION AS TO MARKETING

<PAGE>

       7.1    The Licensee shall ensure that the Products shall be on sale to
              the trade within six months, and on sale to the public within
              twelve months of the commencement date of the Term.

       7.2    It is agreed by the Licensee that the Products will be sold only
              to recognised wholesale firms for resale to retail firms or to
              retail firms for resale to the public or direct to the public.

       7.3    The Licensee shall ensure so far as it is reasonable practicable
              that the Products are not supplied for resale as an integral part
              of any other product and shall not be supplied either directly or
              indirectly to other manufacturers or to hawkers, peddlers, street
              vendors and the like or to any person intending to distribute the
              Products gratuitously, unless agreed in writing with the Licensor.

       7.4    The Licensee shall at all times use its best endeavors to promote
              and sell the Products in the Territory.

       7.5    The Licensee shall only market and sell Products in an ethical
              manner having regard at all times to the image and reputation of
              the Property and shall therefore use good taste at all times.

       7.6    The Licensee shall not harm, misuse or bring into disrepute the
              Property or the Licensor.

       7.7    The Licensee shall distribute and sell the Products only through
              the Distribution Channels as specified in Clause1 of this
              Agreement.

8. NO PREMIUMS

       8.1    The Licensee shall not sell or otherwise dispose of any of the
              Products as premiums to any person or persons whatsoever without
              the consent of the Licensor.

       8.2    The right of sale as premiums is expressly reserved by the
              Licensor and if the Licensee shall receive any approach for the
              purpose of the use or sale of the products as premiums it shall
              forthwith notify the Licensor and furnish it with the names and
              full particulars of the person or persons making the approach.

       8.3    For the purposes of this clause "premium" means a product or
              products combined with a service which is sold or supplied in
              association with the promotion of another product or service
              offered in association with the sales promotional activities of
              retailers wholesalers or manufacturers associations with incentive
              programmes of all kinds.

9. ACTION AGAINST THIRD PARTIES

       9.1    The Licensee shall have the no right to take action against third
              parties in respect of the Intellectual Property and if required to
              do so by the Licensor the Licensee shall co-operate fully with the
              Licensor in any such action the Licensee's expenses incurred in
              doing so being borne by the Licensor.

<PAGE>

       9.2    All damages shall be the exclusive property of the Licensor
              provided that the Licensee shall be entitled to set-off any
              expenses which is able to claim from the Licensor pursuant to
              Clause 9.1.

       9.3    Any decisions to take action against third parties shall be solely
              at the discretion of the Licensor.

10. TERMINATION

       Without prejudice to any right or remedy the Licensor may have against
       the Licensee for breach or non-performance of this Agreement, the
       Licensor shall have the right to immediately terminate this Agreement by
       serving the Licensee with written notice to that effect in the following
       circumstances.

       10.1   On the Licensee committing a breach of any provision of this
              Agreement and failing to remedy such breach within 30 days of
              receiving written notice specifying the breach and requiring
              remedy thereof;

       10.2   if the Licensee shall have any distress or executor levied upon
              it's goods or effects;

       10.3   on the Licensee becoming unable to pay its debts with the meaning
              of Section 123 Insolvency Act 1986, passing any resolution to wind
              itself up or on petition being presented to wind up the Licensee
              or if a Receiver or an Administrative Receiver of the Licensee's
              undertaking, property or assets or any part thereof is appointed
              or if an application is made for the appointment of an
              Administrator of the Licensee, or if the Directors of the Licensee
              propose a composition of debts or scheme of arrangements.

       10.4   on the Licensee for any reason whatever nature being substantially
              prevented from performing or becoming unable to perform its
              obligations under this Agreement.

       10.5   on the Licensee assigning, sub-contracting or attempting to
              sub-contract or assign this Agreement without the prior written
              consent of the Licensor;

       10.6   if control of the Licensee shall pass from the present
              shareholders or owned or controlled by other persons whom the
              Licensor shall in it's absolute discretion regard as unsuitable;

       10.7   if the Licensee ceases or threatens to cease carrying on it's
              usual business for a period in excess of thirty (30) working days
              consecutively.

11. TERMINATION CONSEQUENCES

       11.1   Upon termination of this Agreement whether by expiry of the Term
              or otherwise the Licensee shall forthwith discontinue manufacture
              of the Products.

<PAGE>

       11.2   If the Licensee shall have any remaining stocks of the Products at
              the time of termination they may be disposed of by the Licensee in
              compliance with the terms of this Agreement for three months after
              termination but not otherwise.

       11.3   Any Products in the course of manufacture at the time of
              termination may be completed within 14 days and disposed of in
              compliance with Clause 11.2 of this Agreement but not otherwise.

       11.4   The Licensee shall forthwith upon termination pay to the Licensor
              the Guaranteed Royalty to the extent not paid earlier through any
              combination of the Advance or royalties earned prior to
              termination.

12. LICENSORS WARRANTY

       Licensor represents and warrants to the Licensee that:

       12.1   It has and will have throughout the Term of this Agreement, the
              right to exploit the Property in all media throughout the
              Territory.

       12.2   The rights granted herein do not, so far as the Licensor is aware,
              violate or infringe any agreements, rights or obligations
              existing, or to be created during the Term, of any person, firm or
              corporation.

13. INDEMNITY

       13.1   The Licensee shall indemnify and hold harmless the Licensor from
              and against any liability, loss, claim or proceedings whatsoever
              arising under any statute or at Common Law in respect of personal
              injury to or the death of any person and any injury or damage to
              any property real or personal arising from the sale of the
              Products unless such Liability arises from the neglect or default
              of the Licensor.

       13.2   The Licensee shall have in force Public and Product Liability
              Insurance for not less than the equivalent of 1 million
              satisfactory to the Licensor and with the Licensor as additional
              named insured.

       13.3   The policies of insurance shall be shown to the Licensor whenever
              it requests together with satisfactory evidence of payment of
              premiums.

14. INSPECTION

       The Licensee shall permit the Licensor at all reasonable times to inspect
       the Licensee's premises in order to satisfy itself that the Licensee is
       complying with its obligations under this Agreement.

15. MISCELLANEOUS

       15.1   No Waiver

<PAGE>

       No waiver by the Licensor of any of the Licensee's obligations under this
       Agreement shall be deemed effective unless made by the Licensor in
       writing nor shall any waiver by the Licensor in respect of any breach be
       deemed to constitute waiver of or consent to any subsequent breach by the
       Licensee of it's obligations.

       15.2   Severance

       In the event that any provision of this Agreement is declared by any
       judicial proceedings or other competent authority to be void, voidable or
       illegal the remaining provisions shall continue to apply unless the
       Licensor at the Licensor's discretion decides that the effect is to
       defeat the original intentions of the Parties in which case it shall be
       entitled to terminate the Agreement by 30 days notice in which event the
       provisions of Clause 11 shall apply.

       15.3   No Agency or Partnership

       The Parties are not partners nor joint ventures nor is the Licensee
       entitled to act as the Licensor's agent nor shall the Licensor be liable
       in respect of any representation act or omission of the Licensee whatever
       nature.

       15.4   Notices

       Any Notice to be served on either of the Parties by the other shall be
       sent by pre-paid recorded delivery or registered post or by facsimile to
       the address stated in Clause 1 and shall be deemed to have been received
       by the addressee with (three) 3 working days after posting or 24 hours of
       transmission if sent by facsimile.

       15.5   Choice of Law

       This Agreement shall be governed by English law in every particular
       including formation and interpretation and shall subject to the
       jurisdiction of the English Courts.

16. TRANSMISSION OF BENEFIT

       16.1   This Agreement shall be binding upon and inure to the benefit of
              the Licensor and its successors and assigns.

       16.2   The Licensee may not assign or sub-license the rights contained in
              this Agreement.

17. INTEREST

       If any sums due hereunder remain unpaid for a period in excess of 30 days
       after they have become due to the Licensor the unpaid balance will accrue
       interest at the rate of 4% per annum above the base rate for the time
       being of Lloyds TSB Bank Plc.

18. FORCE MAJEURE

<PAGE>

       If the performance of this Agreement is prevented, restricted or
       interfered with by reason of circumstances beyond the reasonable control
       of the party obliged to perform it the party so affected upon giving
       proper notice to the other party shall be excused from performance to the
       extent of prevention, restriction or interference but the party so
       affected shall use its best efforts to avoid or remove such causes of
       non-performance and shall continue performance under the Agreement with
       the utmost despatch whenever such causes are removed or diminished.

19. HEADINGS

       The headings of conditions are for convenience of reference only and
       shall not affect their interpretation.

20. ENTIRE UNDERSTANDING AND VARIATION

       20.1   This Agreement embodies the entire understanding of the parties in
              respect of the matters contained or referred to in it and there
              are no promises, conditions or obligations oral or written,
              expressed or implied other than those contained in this Agreement.

       20.2   No variation or amendment of this Agreement or oral promise or
              commitment related to it shall be valid unless committed to
              writing and signed by a director of the Owner.

21. THE CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

       This Agreement does not create any right enforceable by any person nor a
       party to it provided that a person who is the permitted assignee or a
       successor to the Licensor is deemed to be a party to this Agreement.

SIGNED BY         /s/
          -------------------------------------------------------------

FOR AND ON BEHALF OF THE LICENSOR

DATE            13/2/03


SIGNED BY         /s/
          -------------------------------------------------------------

FOR AND ON BEHALF OF THE LICENSEE

DATE            14/2/03