EXHIBIT 4.4

                               [FORM OF DEBENTURE]

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE SECURITIES MAY NOT BE
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM,
SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE
144 UNDER SAID ACT.

                        PEAK ENTERTAINMENT HOLDINGS, INC.

                            12% CONVERTIBLE DEBENTURE

Debenture No. [____]

         THIS DEBENTURE is issued by Peak Entertainment Holdings, Inc., a
corporation organized and existing under the laws of the State of Nevada (the
"Company") and is designated as its 12% Convertible Debenture (the
"Debentures"). This Debenture is issued pursuant to a private placement for the
sale of up to 400 Units of debentures and warrants (the "Private Placement").

         FOR VALUE RECEIVED, the Company promises to pay to
[_________________________________] (the "Holder"), the principal sum of
[______________________ Dollars ($________] on the Maturity Date (as defined
herein) and to pay interest on the principal amount outstanding at the simple
rate of twelve percent (12%) per annum, accruing from the date of issue. The
"Maturity Date" is the earlier of eighteen months from the date of issue, or any
future funding of any dollar amount (excluding funds pursuant to the Private
Placement) equaling 15% more than amounts closed pursuant to the Private
Placement. The Company will pay the principal of, and any accrued but unpaid
interest due upon this Debenture on the Maturity Date, by check or wire transfer
to the person who is the registered holder of this Debenture as of the tenth day
prior to the Maturity Date and addressed to such holder at the last address
appearing on the Debenture Register. The forwarding of such check or money order
shall constitute a payment of principal and interest hereunder and shall satisfy
and discharge the liability for principal and interest on this Debenture to the
extent of the sum represented by such check or wire transfer plus any amounts so
deducted. Notwithstanding anything to the contrary herein, the Company shall
have the right to repay the Debenture at any time prior to the Maturity Date
without penalty. The obligations of the Company under this Debenture shall be
secured by that certain Security Agreement and Intellectual Property Security
Agreement by and between the Company and the Holder entered into in connection
with these Debentures.

         This Debenture is subject to the following additional provisions:

         1. The Company shall be entitled to withhold from all payments of
interest on this Debenture any amounts required to be withheld under the
applicable provisions of the United States income tax laws or other applicable
laws at the time of such payments, and the Holder shall execute and deliver all
required documentation in connection therewith.

         2. This Debenture has been issued subject to investment representations
of the original purchaser hereof and may be transferred or exchanged only in
compliance with the Securities Act of 1933, as amended (the "Act"), and other
applicable state and foreign securities laws. The Holder shall deliver written
notice to the Company of any proposed transfer of this Debenture. In the event
of any proposed transfer of this Debenture, the Company may require, prior to
issuance of a new Debenture in the name of such other person, that it receive
reasonable transfer documentation including legal opinions that the issuance of
the Debenture in such other name does not and will not cause a violation of the
Act or any applicable state or foreign securities laws. Prior to due presentment
for transfer of this Debenture, the Company and any agent of the Company may
treat the person in whose name this Debenture is duly registered on the
Company's Debenture Register as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this
Debenture be overdue, and neither the Company nor any such agent shall be
affected by notice to the contrary. This Debenture has been executed and
delivered pursuant to the Subscription Agreement pursuant to the Private
Placement between the Company and the Holder entered into as of even date (the
"Subscription Agreement"), and is subject to the terms and conditions of the
Private Placement, which are, by this reference, incorporated herein and made a
part hereof. Capitalized terms used and not otherwise defined herein shall have
the meanings set forth for such terms in the Private Placement documents.

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         3. The Holder of this Debenture is entitled, at its option, to convert
at any time commencing on the date of this Agreement, the principal amount of
this Debenture or any portion thereof, into shares of Common Stock of the
Company ("Conversion Shares") at the valuation of $0.30 per share ("Bridge
Valuation" or "Conversion Price"), subject to adjustment for stock splits and
the like. Any conversion at or prior to maturity of this Debenture shall
constitute a waiver of all accrued interest on the Debenture. If, upon any
conversion of this Debenture, the Company's issuance of Conversion Shares would
cause it to violate any listing requirement of the OTCBB or other public market
through which the Company's Common Stock is listed or quoted, then in lieu of
such stock issuance, the Company shall pay the Holder cash in an amount equal to
the closing price of the Common Stock on the Conversion Date multiplied by the
number of shares which would otherwise have been issuable upon such conversion
within five (5) calendar days.

                  In case of any stock split or reverse stock split, stock
dividend, reclassification of the common stock, recapitalization, merger or
consolidation, or like capital adjustment affecting the Common Stock of the
Company, the provisions of this Section 3 shall be applied in a fair, equitable
and reasonable manner so as to give effect, as nearly as may be, to the purposes
hereof.

         4. The rate of interest on this Debenture shall be twelve percent
(12%), per annum, calculated on a 360 day year basis on the outstanding
principal until paid or converted.

         5. On the Maturity Date, the Company will pay the principal of, and any
accrued but unpaid interest due upon, this Debenture, less any amounts required
by law to be deducted, to the registered holder of this Debenture and addressed
to such holder at the last address appearing on the Debenture Register. If any
due date for payment is not a business day in the State of New York, then such
payment shall be made on the next succeeding business day.

                  If the outstanding amount of this Debenture is not paid in
full on maturity, and has not been converted, or tendered by the Holder as
consideration for a private placement, there will be a cash penalty equal to
1.5% of the outstanding principal amount of the Debenture, compounded monthly
for each month that payment in full is not effected, up to a maximum cash
penalty equal to 9% of the outstanding principal amount of the Debenture, and,
in addition, there will be monthly reduction in warrant exercise price of the
warrants issued pursuant to the Private Placement at the rate of 2.5% and up to
a maximum of 20% reduction in the exercise price.

         6. Conversion of all or a part of this Debenture shall be effectuated
by surrendering this Debenture to the Company (if such Conversion will convert
all outstanding principal) together with the form of conversion notice attached
hereto as Exhibit A (the "Notice of Conversion"), executed by the Holder of this
Debenture evidencing such Holder's intention to convert this Debenture or a
specified portion (as above provided) hereof, and accompanied, if required by
the Company, by proper assignment hereof in blank. No fraction of a share or
scrip representing a fraction of a share will be issued on conversion, but the
number of shares issuable shall be rounded to the nearest whole share. The date
on which Notice of Conversion is given (the "Conversion Date") shall be deemed
to be the date on which the Holder faxes the Notice of Conversion duly executed
to the Company. Facsimile delivery of the Notice of Conversion shall be accepted
by the Company at facsimile number +44(0)1629 813539, Attn.: Wilfred Shorrocks,
President, to the Company's attorneys, Law Offices of Dan Brecher at facsimile
number 212-808-4155, Attn.: Kenneth Oh, or such other facsimile number provided,
in writing, by the Company. Certificates representing Common Stock upon
conversion will be delivered to the Holder within three (3) Trading Days from
the date the Notice of Conversion is delivered to the Company ("Delivery Date").
Delivery of shares upon conversion shall be made to the address specified by the
Holder in the Notice of Conversion.

         7. No provision of this Debenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the principal of,
and interest on, this Debenture at the time, place, and rate, and in the coin or
currency or shares of Common Stock herein prescribed. This Debenture is a direct
obligation of the Company.

         8. No recourse shall be had for the payment of the principal of, or the
interest on, this Debenture, or for any claim based hereon, or otherwise in
respect hereof, against any incorporator, shareholder, employee, officer or
director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

         9. (a) In case of any (1) merger or consolidation of the Company with
or into another third-party entity, excluding non-material transactions with
parent, subsidiaries or affiliates, or (2) sale by the Company of more than
one-half of the assets of the Company (on an as valued basis) in one or a series
of related transactions, the Holder shall have the right to (A) deem such an
occurrence an Event of Default and exercise its rights of prepayment pursuant to
Paragraph 12 herein, (B) convert its aggregate principal amount of this
Debenture then outstanding into

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the shares of stock and other securities, cash and property receivable upon or
deemed to be held by holders of Common Stock following such merger,
consolidation or sale, and the Holder shall be entitled upon such event or
series of related events to receive such amount of securities, cash and property
as the shares of Common Stock into which such aggregate principal amount of this
Debenture could have been converted immediately prior to such merger,
consolidation or sales would have been entitled, or (C) in the case of a merger
or consolidation, (x) require the surviving entity to issue convertible
debentures with such aggregate stated value or in such face amount, as the case
may be, equal to the aggregate principal amount of this Debenture then held by
the Holder, plus all accrued and unpaid interest and other amounts owing
thereon, which newly issued debentures shall have terms identical (including
with respect to conversion) to the terms of this Debenture and shall be entitled
to all of the rights and privileges of the Holder of this Debenture set forth
herein and the agreements pursuant to which this Debenture was issued
(including, without limitation, as such rights relate to the acquisition,
transferability, registration and listing of such shares of stock and other
securities issuable upon conversion thereof), and (y) simultaneously with the
issuance of such convertible debentures, shall have the right to convert such
instrument only into shares of stock and other securities, cash and property
receivable upon or deemed to be held by holders of Common Stock following such
merger or consolidation. In the case of clause (C), the conversion price
applicable for the newly convertible debentures shall be based upon the amount
of securities, cash and property that each share of Common Stock would receive
in such transaction and the Conversion Price in effect immediately prior to the
effectiveness or closing date for such transaction. The terms of any such
merger, sale or consolidation shall include such terms so as to continue to give
the Holder the right to receive the securities, cash and property set forth in
this Paragraph upon any conversion or redemption following such event. This
Paragraph shall similarly apply to successive such events.

                  (b) If, at any time while any portion of this Debenture
remains outstanding, the Company spins off or otherwise divests itself of a part
of its business or operations or disposes of all or of a part of its assets in a
transaction (the "Spin Off") in which the Company, in addition to or in lieu of
any other compensation received and retained by the Company for such business,
operations or assets, causes securities of another entity (the "Spin Off
Securities") to be issued to security holders of the Company, the Company shall
cause (i) to be reserved Spin Off Securities equal to the number thereof which
would have been issued to the Holder had all of the Holder's Debentures
outstanding on the record date (the "Record Date") for determining the amount
and number of Spin Off Securities to be issued to security holders of the
Company (the "Outstanding Debentures") been converted as of the close of
business on the trading day immediately before the Record Date (the "Reserved
Spin Off Shares"), and (ii) to be issued to the Holder on the conversion of all
or any of the Outstanding Debentures, such amount of the Reserved Spin Off
Shares equal to (x) the Reserved Spin Off Shares multiplied by (y) a fraction,
of which (I) the numerator is the principal amount of the Outstanding Debentures
then being converted, and (II) the denominator is the principal amount of the
Outstanding Debentures.

         10. The Holder of the Debenture, by acceptance hereof, agrees that this
Debenture is being acquired for investment and that such Holder will not offer,
sell or otherwise dispose of this Debenture or the Conversion Shares except
under circumstances which will not result in a violation of the Act or any
applicable state Blue Sky or foreign laws or similar laws relating to the sale
of securities.

         11. This Debenture shall be governed by and construed in accordance
with the laws of the State of New York. Each of the parties consents to the
jurisdiction of the federal courts and the state courts located in New York
County in the State of New York in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions.

         12. The following shall constitute an "Event of Default":

                  (a) The Company shall default in the payment of principal or
interest on this Debenture at the Maturity Date and same shall continue for a
period of twenty business days; or

                  (b) Any of the material representations or warranties made by
the Company herein, in the Subscription Agreement, or in the Private Placement
Memorandum (the "PPM") pursuant to the Private Placement furnished by the
Company in connection with the execution and delivery of this Debenture shall be
false or misleading in any material respect at the time made, it being
specifically understood by the Holder that forward looking statements are not to
be the subject of any claims hereunder; or

                  (c) The Company fails to issue shares of Common Stock to the
Holder or to cause its Transfer Agent to issue shares of Common Stock upon
proper exercise by the Holder of the conversion rights of the Holder in
accordance with the terms of this Debenture, fails to transfer or to cause its
Transfer Agent to transfer any certificate for shares of Common Stock issued to
the Holder upon conversion of this Debenture as and when required by this
Debenture or the terms of the Private Placement, and such transfer is otherwise
lawful, or fails to remove any

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<PAGE>

restrictive legend or to cause its Transfer Agent to transfer any certificate or
any shares of Common Stock issued to the Holder upon conversion of this
Debenture as and when required by this Debenture, the terms of the Private
Placement and such legend removal is otherwise lawful, and any such failure
shall continue uncured for twenty business days; or

                  (d) The Company shall, without cause, fail to perform or
observe, in any material respect, any other material covenant, term, provision,
condition, agreement or obligation of the Company under the Subscription
Agreement, the terms of the Private Placement or this Debenture and such failure
shall continue uncured for a period of thirty days after written notice from the
Holder of such failure; or

                  (e) The Company shall (1) admit in writing its inability to
pay its debts generally as they mature; (2) make an assignment for the benefit
of creditors or commence proceedings for its dissolution; or (3) apply for or
consent to the appointment of a trustee, liquidator or receiver for its or for a
substantial part of its property or business; or

                  (f) A trustee, liquidator or receiver shall be appointed for
the Company or for a substantial part of its property or business without its
consent and shall not be discharged within sixty (60) days after such
appointment; or

                  (g) Any governmental agency or any court of competent
jurisdiction at the instance of any governmental agency shall assume custody or
control of the whole or any substantial portion of the properties or assets of
the Company and shall not be dismissed within sixty (60) days thereafter; or

                  (h) Bankruptcy, reorganization, insolvency or liquidation
proceedings or other proceedings for relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Company and, if
instituted against the Company, shall not be dismissed within sixty (60) days
after such institution or the Company shall by any action or answer approve of,
consent to, or acquiesce in any such proceedings or admit the material
allegations of, or default in answering a petition filed in any such proceeding;
or

                  (i) Upon a properly noticed Notice of Conversion, the Company
fails to deliver Conversion Shares, when lawful to do so, within 10 Trading Days
of such Notice of Conversion.

         Then, or at any time thereafter, and in each and every such case,
unless such Event of Default shall have been waived in writing by the Holder
(which waiver shall not be deemed to be a waiver of any subsequent default), at
the option of the Holder, and in the Holder's sole discretion, the Holder may
consider this Debenture immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived,
anything herein or in any note or other instruments contained to the contrary
notwithstanding, and the Holder may immediately enforce any and all of the
Holder's rights and remedies provided herein or any other rights or remedies
afforded by law.

         13. Nothing contained in this Debenture shall be construed as
conferring upon the Holder the right to vote or to receive dividends or to
consent or receive notice as a shareholder in respect of any meeting of
shareholders or any rights whatsoever as a shareholder of the Company, unless
and to the extent converted in accordance with the terms hereof.

         14. In no event shall the Holder be permitted to convert this Debenture
for shares of Common Stock to the extent that (x) the number of shares of Common
Stock beneficially owned by such Holder (other than shares of Common Stock
issuable upon conversion of this Debenture) plus (y) the number of shares of
Common Stock issuable upon conversion of this Debenture, would be equal to or
exceed 4.9% of the number of shares of Common Stock then issued and outstanding,
including shares issuable upon conversion of this Debenture held by such Holder
after application of this Paragraph 14. As used herein, beneficial ownership
shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder. To the extent
that the limitation contained in this Paragraph 14 applies, the determination of
whether this Debenture is convertible (in relation to other securities owned by
the Holder) and of which a portion of this Debenture is convertible shall be in
the sole discretion of such Holder, and the submission of a Notice of Conversion
shall be deemed to be such Holder's determination of whether this Debenture is
convertible (in relation to other securities owned by such holder) and of which
portion of this Debenture is convertible, in each case subject to such aggregate
percentage limitation, and the Company shall have no obligation to verify or
confirm the accuracy of such determination. Nothing contained herein shall be
deemed to restrict the right of a holder to convert this Debenture into shares
of Common Stock at such time as such conversion will not violate the provisions
of this Paragraph 14. The provisions of this Paragraph 14 may be waived by the
Holder of this Debenture upon, at the election of the Holder, not less than 75
days' prior notice to the Company, and the provisions of this Paragraph 14 shall
continue to apply until such 75th day

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<PAGE>

(or such later date as may be specified in such notice of waiver). No conversion
of this Debenture in violation of this Paragraph 14 but otherwise in accordance
with this Debenture shall affect the status of the Common Stock issued upon such
conversion as validly issued, fully-paid and nonassessable. If instead of
receiving cash on the Maturity Date the Holder instead exercises its right to
convert this Debenture into Common Stock pursuant to Paragraph 3 by delivery of
a Notice of Conversion prior to receipt of payment, and such conversion would
cause the limit contained in the first sentence of this Paragraph 14 to be
exceeded, such conversion of this Debenture shall occur up to such limit and the
remaining unconverted portion of this Debenture shall be converted into Common
Stock (1) in accordance with one or more Notices of Conversion delivered by the
Holder, or (2) 65 days after the Maturity Date, whichever is earlier.
Notwithstanding anything contained herein to the contrary, no interest shall
accrue after the Maturity Date on any such unconverted portion of this
Debenture.

         15. Consent of a two-thirds majority of the holders of the Company's
Debentures will be required for (i) any sale by the Company of substantially all
of its assets unless the proceeds of such sale are used to repay the debentures,
(ii) any merger of the Company with another entity, where the Company is not the
surviving corporation, unless part of such transaction the Debentures will be
repaid, or (iii) certain other actions materially affecting the Debentures that
require approval of the Debentures holders under the corporations laws of the
State of Nevada.

         16. By its acceptance of this Debenture, the Holder agrees to be bound
by the applicable terms of the Subscription Agreement and the Private Placement.


                            [signature page follows]








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<PAGE>



      IN WITNESS WHEREOF, Borrower has caused this Debenture to be signed in its
name by its duly authorized officer this _______ day of ______________, 2005.


                               Peak Entertainment Holdings, Inc.


                               By:
                                  -----------------------------------------
                                        Wilf Shorrocks
                                        President and Chief Executive Officer





















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                                    EXHIBIT A

                              NOTICE OF CONVERSION

  (To be Executed by the Registered Holder in order to Convert the Debentures)



      The undersigned hereby irrevocably elects to convert $ ________________ of
the principal amount of the above Debenture No. ___ into Shares of Common Stock
of Peak Entertainment Holdings, Inc. (the "Company") according to the conditions
hereof, as of the date written below.

Date of Conversion:
                   -------------------------------------------------------------

Conversion Price:
                 ---------------------------------------------------------------

Accrued Interest:
                 ---------------------------------------------------------------

Number of Shares of Common Stock to be Issued:
                                              ----------------------------------

Name:
     ---------------------------------------------------------------------------

Signature:
          ----------------------------------------------------------------------

Address:
        ------------------------------------------------------------------------













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                        [FORM OF STOCK PURCHASE WARRANT]

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS
OTHERWISE SET FORTH HEREIN, OR IN THE SECURITIES PURCHASE AGREEMENT, NEITHER
THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM,
SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SUCH ACT.

                        PEAK ENTERTAINMENT HOLDINGS, INC.

                          COMMON STOCK PURCHASE WARRANT
             RIGHT TO PURCHASE [____________] SHARES OF COMMON STOCK
                         EXERCISE PRICE: $0.30 PER SHARE

Warrant No. [___]

         THIS CERTIFIES THAT, for value received,
____________________________________ (the "Holder"), is entitled, upon the terms
and subject to the conditions hereinafter set forth, at any time on or after the
closing of the related Securities Purchase Agreement (the "Initial Exercise
Date") entered into Peak Entertainment Holdings, Inc., a Nevada corporation (the
"Company") and the Holder, as of even date, and on or prior to the close of
business on the fifth year anniversary of this Warrant (the "Termination Date"),
but not thereafter, to subscribe for and purchase from the Company, up to
[_________] fully paid and nonassessable shares of the Company's Common Stock
(the "Common Stock"), at the exercise price of $0.30 per share (the "Exercise
Price"). The Exercise Price and the number of shares for which this Warrant is
exercisable shall be subject to adjustment as provided herein. This Warrant is
issued pursuant to a private placement for the sale of up to 400 Units of
debentures and warrants (the "Private Placement"). In the event of any conflict
between the terms of this Warrant and the terms set forth in the Private
Placement documents, this Warrant shall control. Capitalized terms used and not
otherwise defined herein shall have the meanings set forth for such terms in the
Private Placement Memorandum in connection with the Private Placement.

         1. Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by the
holder hereof in person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto, properly endorsed.

         2. Authorization of Shares. The Company covenants that all shares of
Common Stock which may be issued upon the exercise of rights represented by this
Warrant will, upon exercise of the rights represented by this Warrant, be duly
authorized, validly issued, fully paid and nonassessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue).

         3. Exercise of Warrant. Except as provided in Sections 4 and 5 herein,
exercise of the purchase rights represented by this Warrant may be made at any
time or times on or after the Initial Exercise Date, and before the close of
business on the Termination Date by the surrender of this Warrant and the Notice
of Exercise Form annexed hereto, duly executed, at the office of the Company (or
such other office or agency of the Company as it may designate by notice in
writing to the registered holder hereof at the address of such holder appearing
on the books of the Company) and upon payment of the Exercise Price of the
shares thereby purchased by wire transfer or cashier's check drawn on a United
States bank, the holder of this Warrant shall be entitled to receive a
certificate for the number of shares of Common Stock so purchased. Certificates
for shares purchased hereunder shall be delivered to the Holder hereof within
three (3) Trading Days after the date on which this Warrant shall have been
exercised as aforesaid. This Warrant shall be deemed to have been exercised and
such certificate or certificates shall be deemed to have been issued, and the
Holder or any other person so designated to be named therein shall be deemed to
have become a holder of record of such shares for all purposes, as of the date
this Warrant has been exercised by payment to, and receipt thereof by, the
Company of the Exercise Price and all taxes required to be paid by Holder, if
any, pursuant to Section 5 herein prior to the issuance of such shares. If this
Warrant shall have been exercised in part, the Company shall, at the time of
delivery of the certificate or certificates representing Warrant Shares, deliver
to Holder a new Warrant evidencing the rights of Holder to purchase the
unpurchased shares of Common Stock called for by this Warrant, which new warrant
shall in all other respects be identical with this Warrant.

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<PAGE>

         4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to the Exercise Price.

         5. Limitation on Exercise of Warrant. In no event shall the Holder be
permitted to exercise this Warrant for shares of Common Stock in excess of the
amount of this Warrant upon the exercise of which, (x) the number of shares of
Common Stock beneficially owned by such Holder (other than shares of Common
Stock issuable upon exercise of this Warrant) plus (y) the number of shares of
Common Stock issuable upon exercise of this Warrant, would be equal to or exceed
4.9% of the number of shares of Common Stock then issued and outstanding,
including shares issuable upon exercise of this Warrant held by such Holder
after application of this Section 5. As used herein, beneficial ownership shall
be determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder. To the extent that
the limitation contained in this Section 5 applies, the determination of whether
this Warrant is exercisable (in relation to other securities owned by the
Holder) and which portion of this Warrant is exercisable shall be in the sole
discretion of such Holder, and the submission of a Notice of Exercise shall be
deemed to be such Holder's determination of whether this Warrant is exercisable
(in relation to other securities owned by such Holder) and of which portion of
this Warrant is exercisable, in each case subject to such aggregate percentage
limitation, and the Company shall have no obligation to verify or confirm the
accuracy of such determination. Nothing contained herein shall be deemed to
restrict the right of a Holder to exercise this Warrant into shares of Common
Stock at such time as such exercise will not violate the provisions of this
Section 5. The provisions of this Section 5 may be waived by the Holder of this
Warrant upon not less than 75 days' prior notice to the Company, and the
provisions of this Section 5 shall continue to apply until such 75th day (or
such later date as may be specified in such notice of waiver). No exercise of
this Warrant in violation of this Section 5, but otherwise in accordance with
this Warrant, shall affect the status of the Common Stock issued upon such
exercise as validly issued, fully-paid and nonassessable.

         6. Charges, Taxes and Expenses. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the Holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the Holder of this Warrant, or in such name or names as may be directed by
the holder of this Warrant; provided, however, that in the event certificates
for shares of Common Stock are to be issued in a name other than the name of the
Holder of this Warrant, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto, duly executed by the Holder
hereof; and the Company may require, as a condition thereto, the payment of a
sum sufficient to reimburse it for any transfer tax incidental thereto.

         7. Closing of Books. The Company will not close its shareholder books
or records in any manner which prevents the timely exercise of this Warrant.

         8. Transfer, Division and Combination.

                  (a) Subject to compliance with any applicable securities laws,
transfer of this Warrant and all rights hereunder, in whole or in part, shall be
registered on the books of the Company to be maintained for such purpose, upon
surrender of this Warrant at the principal office of the Company, together with
a written assignment of this Warrant substantially in the form attached hereto
duly executed by Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new
warrant or warrants in the name of the assignee or assignees and in the
denomination or denominations specified in such instrument of assignment, and
shall issue to the assignor a new warrant evidencing the portion of this Warrant
not so assigned, and this Warrant shall promptly be cancelled. This Warrant, if
properly assigned, may be exercised by a new holder for the purchase of shares
of Common Stock without having a new warrant issued.

                  (b) This Warrant may be divided or combined with other
Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by Holder or its agent or attorney.
Subject to compliance with Section 8(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and deliver
a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice.

                  (c) The Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under this
Section 8.

                                       2
<PAGE>

                  (d) The Company agrees to maintain, at its aforesaid office,
books for the registration and the registration of transfer of the Warrants.

         9. No Rights as Shareholder until Exercise. This Warrant does not
entitle the Holder hereof to any voting rights or other rights as a shareholder
of the Company prior to the exercise hereof. Upon the surrender of this Warrant
and the payment of the aggregate Exercise Price, the Warrant Shares so purchased
shall be and be deemed to be issued to such Holder as the record owner of such
shares as of the close of business on the later of the date of such surrender or
payment.

         10. Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant certificate
or any stock certificate relating to the Warrant Shares, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it
(which shall not include the posting of any bond), and upon surrender and
cancellation of such Warrant or stock certificate, if mutilated, the Company
will make and deliver a new warrant or stock certificate of like tenor and dated
as of such cancellation, in lieu of such Warrant or stock certificate.

         11. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or legal holiday.

         12. Adjustments of Exercise Price and Number of Warrant Shares.

                  (a) Stock Splits, etc. The number and kind of securities
purchasable upon the exercise of this Warrant and the Exercise Price shall be
subject to adjustment from time to time upon the happening of any of the
following. In the event that the Company shall (i) pay a dividend in shares of
Common Stock or make a distribution in shares of Common Stock to holders of its
outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, (iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
or (v) otherwise transacts a similar adjustment to its class of Common Stock,
then the number of Warrant Shares purchasable upon exercise of this Warrant and
the Exercise Price immediately prior thereto shall be adjusted so that the
holder of this Warrant shall be entitled to receive the kind and number of
Warrant Shares or other securities of the Company which the holder would have
owned or have been entitled to receive had such Warrant been exercised in
advance thereof. Upon each such adjustment of the kind and number of Warrant
Shares or other securities of the Company which are purchasable hereunder, the
holder of this Warrant shall thereafter be entitled to purchase the number of
Warrant Shares or other securities resulting from such adjustment at an Exercise
Price per Warrant Share or other security obtained by multiplying the Exercise
Price in effect immediately prior to such adjustment by the number of Warrant
Shares purchasable pursuant hereto immediately prior to such adjustment and
dividing by the number of Warrant Shares or other securities of the Company
resulting from such adjustment. An adjustment made pursuant to this paragraph
shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.

                  (b) Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive, upon
exercise of this Warrant, the number of shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of shares of
Common Stock for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 12.
For purposes of this Section 12, "common stock of the successor or acquiring
corporation" shall include stock of such corporation of

                                       3
<PAGE>

any class which is not preferred as to dividends or assets over any other class
of stock of such corporation and which is not subject to redemption and shall
also include any evidences of indebtedness, shares of stock or other securities
which are exercisable into or exchangeable for any such stock, either
immediately or upon the arrival of a specified date or the happening of a
specified event and any warrants or other rights to subscribe for or purchase
any such stock. The foregoing provisions of this Section 12 shall similarly
apply to successive reorganizations, reclassifications, mergers, consolidations
or disposition of assets.

                  (c) Adjustment for Spin Off. If, for any reason, prior to the
exercise of this Warrant in full, the Company spins off or otherwise divests
itself of a part of its business or operations or disposes all or a part of its
assets in a transaction (the "Spin Off") in which the Company does not receive
compensation for such business, operations or assets, but causes securities of
another entity (the "Spin Off Securities") to be issued to security holders of
the Company, then

                           (A) the Company shall cause (i) to be reserved Spin
Off Securities equal to the number thereof which would have been issued to the
Holder had all of the Holder's unexercised Warrants outstanding on the record
date (the "Record Date") for determining the amount and number of Spin Off
Securities to be issued to security holders of the Company (the "Outstanding
Warrants") been exercised as of the close of business on the trading day
immediately before the Record Date (the "Reserved Spin Off Shares"), and (ii) to
be issued to the Holder on the exercise of all or any of the Outstanding
Warrants, such amount of the Reserved Spin Off Shares equal to (x) the Reserved
Spin Off Shares multiplied by (y) a fraction, of which (I) the numerator is the
amount of the Outstanding Warrants then being exercised, and (II) the
denominator is the amount of the Outstanding Warrants; and

                           (B) the Exercise Price on the Outstanding Warrants
shall be adjusted immediately after consummation of the Spin Off by multiplying
the Exercise Price by a fraction (if, but only if, such fraction is less than
1.0), the numerator of which is the average Closing Bid Price of the Common
Stock for the five (5) trading days immediately following the fifth trading day
after the Record Date, and the denominator of which is the average Closing Bid
Price of the Common Stock on the five (5) trading days immediately preceding the
Record Date; and such adjusted Exercise Price shall be deemed to be the Exercise
Price with respect to the Outstanding Warrants after the Record Date.

                  (d) Dilution. The Exercise Price of this Warrant shall be
adjusted for dilutive issuances of securities for value by the Company which
shall constitute a Dilution Event, as defined herein. The term "Dilution Event"
shall mean any issuance by the Company for the Company's common stock or
convertible in to the Company's common stock (excluding securities issued to the
Company's employees, directors, consultants and others similarly situtated in
the ordinary course of business and not for capital raising purposes) below the
lower of (a) $.30 per common share, or (b) fair market value for such securities
as determined at the time of issuance. Upon the occurrence of a Dilution Event,
appropriate and proportionate adjustments shall be made to the Exercise Price.
The good faith determination by the Board of Directors as to what adjustments,
amendments or arrangements shall be made to the Exercise Price, and the extent
thereof, shall be final and conclusive, provided that the Exercise is adjusted
in a manner that is no less favorable than the manner of adjustment used as to
any other person with similar adjustment rights. Any adjustment of the Exercise
Price shall be made in increments of $0.01, and no adjustment of the Exercise
Price shall be made unless such adjustment would result in a change in the
Exercise Price of at least $0.01 at the time such adjustment is otherwise
required to be made, but any such lesser adjustment shall be carried forward and
shall be made at the time and together with the next subsequent adjustment
which, together with any adjustments so carried forward, shall amount to not
less than a $0.01 change in such Exercise Price. For a period of up to two years
from the date of original issuance of this Warrant, the Exercise Price shall be
subject to full ratchet antidilution protection; and, thereafter until the
expiration of the Warrant, the Exercise Price shall be subject to
weighted-average antidilution protection, so that the adjusted Exercise Price is
calculated as follows:

A = (B + C) /(B +D) multiplied by E, where

A = post-adjusted Exercise Price
B = total shares outstanding before the Dilution Event
C = total consideration paid in Dilution Event
D = total shares issued in Dilution Event
E = initial Exercise Price of this Warrant.

         13. Voluntary Adjustment by the Company. The Company may at any time
during the term of this Warrant, reduce the then current Exercise Price to any
amount and for any period of time deemed appropriate by the Board of Directors
of the Company.

                                       4
<PAGE>

         14. Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Exercise Price is adjusted, as herein provided, the Company
shall promptly send notice to the holder of this Warrant notice of such
adjustment or adjustments setting forth the number of Warrant Shares (and other
securities or property) purchasable upon the exercise of this Warrant and the
Exercise Price of such Warrant Shares (and other securities or property) after
such adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.
Such notice, in the absence of manifest error, shall be conclusive evidence of
the correctness of such adjustment.

         15. Redemption. Prior to the Termination Date, the Warrant shall be
redeemable, under the circumstances described in this Section, at the discretion
of the Company, for $.10 per warrant (the "Redemption Fee"). The Company's right
to redemption shall be exercisable commencing upon the day following the tenth
consecutive business day during which the Company's common stock has traded at
prices of, or in excess of, $1.00 per share, subject to adjustment for stock
splits, dividends, subdivisions, reclassification and the like, with weekly
volume of such trading being in excess of the total number of shares represented
by this Warrant. In the event the Company exercises its right to redeem the
Warrants, the Company shall give the Holder written notice of such decision. In
the event that the Holder does not exercise all or any part of the Warrants or
that the Company does not receive the Warrant from the Holder within 30 days
from the date on the notice to the Holder of the Company's intention to redeem
the Warrant, then the Warrant shall be deemed canceled, and the Holder shall not
be entitled to further exercise thereof or to the Redemption Fee.

         16. Notice of Corporate Action. If at any time:

                  (a) the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or

                  (b) there shall be any capital reorganization of the Company,
any reclassification or recapitalization of the capital stock of the Company or
any consolidation or merger of the Company with, or any sale, transfer or other
disposition of all or substantially all the property, assets or business of the
Company to, another corporation or,

                  (c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to the Holder (i)
at least 30 days' prior written notice of the date on which a record date shall
be selected for such dividend, distribution or right or for determining rights
to vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 30
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to the
Holder at the last address of the Holder appearing on the books of the Company
and delivered in accordance with Section 18(d).

         17. Authorized Shares. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the OTCBB or other
market upon which the Common Stock may be listed.

                  The Company shall not by any action, including, without
limitation, amending its certificate of incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of

                                       5
<PAGE>

this Warrant, but will at all times in good faith assist in the carrying out of
all such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of the Holder against impairment. Without
limiting the generality of the foregoing, the Company will (a) take all such
action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable shares of Common Stock upon the
exercise of this Warrant, and (b) use its best efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Warrant.

         18.      Miscellaneous.

                  (a) Jurisdiction. This Warrant shall be binding upon any
successors or assigns of the Company. This Warrant shall constitute a contract
under the laws of New York without regard to its conflict of law, principles or
rules, and be subject to governing law provisions set forth in the Securities
Purchase Agreement.

                  (b) Restrictions. The holder hereof acknowledges that the
Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities laws.

                  (c) Nonwaiver and Expenses. No course of dealing or any delay
or failure to exercise any right hereunder on the part of the Holder shall
operate as a waiver of such right or otherwise prejudice the Holder's rights,
powers or remedies, notwithstanding all rights hereunder terminate on the
Termination Date. If the Company fails to comply with any provision of this
Warrant, the Company shall pay to the Holder such amounts as shall be sufficient
to cover any costs and expenses including, but not limited to, reasonable
attorneys' fees, including those of appellate proceedings, incurred by the
Holder in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.

                  (d) Notices. Any notice, request or other document required or
permitted to be given or delivered to the Holder hereof by the Company shall be
delivered in accordance with the notice provisions of the Securities Purchase
Agreement.

                  (e) Limitation of Liability. No provision hereof, in the
absence of affirmative action by the Holder to purchase shares of Common Stock,
and no enumeration herein of the rights or privileges of the Holder hereof,
shall give rise to any liability of the Holder for the purchase price of any
Common Stock or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.

                  (f) Remedies. The Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Warrant.

                  (g) Successors and Assigns. Subject to applicable securities
laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors of the Company and the
successors and permitted assigns of the Holder. The provisions of this Warrant
are intended to be for the benefit of all Holders from time to time of this
Warrant and shall be enforceable by any such Holder or holder of Warrant Shares.

                  (h) Indemnification. The Company agrees to indemnify and hold
harmless the Holder from and against any liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees,
expenses and disbursements of any kind which may be imposed upon, incurred by or
asserted against the Holder in any manner relating to or arising out of any
failure by the Company to perform or observe in any material respect any of its
covenants, agreements, undertakings or obligations set forth in this Warrant;
provided, however, that the Company will not be liable hereunder to the extent
that any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, attorneys' fees, expenses or disbursements are
found in a final non-appealable judgment by a court to have resulted from the
holder's negligence, bad faith or willful misconduct in its capacity as a
stockholder or warrantholder of the Company.

                  (i) Amendment. This Warrant may be modified or amended or the
provisions hereof waived with the written consent of the Company and the Holder.

                  (j) Severability. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

                                       6
<PAGE>

                  (k) Headings. The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a part
of this Warrant.

                  (l) Piggyback Registration Rights. The initial Holder of this
Warrant is entitled to the benefit of certain registration rights with respect
to the shares of Common Stock issuable upon the exercise of this Warrant until
such time that the shares are eligible for trading under Rule 144. If the
Company, at any time from the date of this Warrant through the date of
expiration of this Warrant, proposes to register any of its securities under the
Securities Act for sale to the public, whether for its own account or for the
account of other security holders or both (except with respect to registration
statements on Forms S-4, S-8 and any successor forms thereto), each such time
the Company will give written notice to such effect to the Holder at least 30
days prior to such filing. Upon the written request of Holder, received by the
Company within 30 days after the giving of any such notice by the Company, to
register any of the shares of Common Stock underlying this Warrant, the Company
will cause, at Company's expenses, such underlying shares of Common Stock to be
covered by the registration statement proposed to be filed by the Company, all
to the extent requisite to permit the sale or other disposition by the holder of
such shares so registered.

                            [signature page follows]




















                                       7
<PAGE>



         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.

Dated:  __________ __, 2005


                                Peak Entertainment Holdings, Inc.


                                By:
                                   -----------------------------------------
                                         Wilf Shorrocks
                                         President and Chief Executive Officer






















                                       8

<PAGE>

                               NOTICE OF EXERCISE


To:      Peak Entertainment Holdings, Inc.


         The undersigned hereby elects to purchase ________ shares of Common
Stock (the "Common Stock"), at an exercise price of $0.30 per share, of Peak
Entertainment Holdings, Inc. pursuant to the terms of the attached Warrant,
Warrant No. [_______], and tenders herewith payment of the exercise price in
full, in the amount of $_____________, together with all applicable transfer
taxes, if any.

         Please issue a certificate or certificates representing said shares of
Common Stock in the name of the undersigned or in such other name as is
specified below:

                           -------------------------------
                           (Name)

                           -------------------------------
                           (Address)

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




Dated:
      ---------------------


                                          ------------------------------
                                          Signature


















                                       9

<PAGE>

                                 ASSIGNMENT FORM

(To assign the foregoing warrant, execute this form and supply required
information. Do not use this form to exercise the warrant.)


         FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

--------------------------------------------------------------------------------
whose address is                                                               .
                 --------------------------------------------------------------


Dated:
      ---------------------


                           Holder's Signature:       ___________________________

                           Holder's Address:         ___________________________

                                                     ___________________________



Signature Guaranteed:  ___________________________________________




NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.










                                       10

<PAGE>

                          [FORM OF SECURITY AGREEMENT]

         SECURITY AGREEMENT (this "Agreement"), dated as of _____________, 2005,
by and among Peak Entertainment Holdings, Inc., a Nevada corporation (the
"Company"), and the secured party signatory hereto and its respective endorsees,
transferees and assigns (the "Secured Party").

                              W I T N E S S E T H:

         WHEREAS, pursuant to a Subscription Agreement between the Company and
the Secured Party (the "Subscription Agreement"), the Company has agreed to
issue to the Secured Party and other persons who enter into a similar
Subscription Agreement (collectively the Secured Party and others similarly
situated are referred to hereinafter as the "Secured Parties"), and the Secured
Party has agreed to purchase from the Company certain of the Company's 12%
Secured Convertible Debentures (the "Debentures"), which are convertible into
shares of the Company's Common Stock, par value $.001 per share (the "Common
Stock"); and

         WHEREAS, in order to induce the Secured Parties to purchase the
Debentures, the Company has agreed to execute and deliver to the Secured
Parties, this Agreement for the benefit of the Secured Parties and to grant to
the Secured Parties a security interest, to the extent not already encumbered,
in certain property of the Company to secure the prompt payment, performance and
discharge in full of all of the Company's obligations under the Debentures.

         NOW, THEREFORE, in consideration of the agreements herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

         1. Certain Definitions. As used in this Agreement, the following terms
shall have the meanings set forth in this Section 1. Terms used but not
otherwise defined in this Agreement that are defined in Article 9 of the UCC
(such as "general intangibles" and "proceeds") shall have the respective
meanings given such terms in Article 9 of the UCC.

                  (a) "Collateral" means the collateral in which the Secured
         Party is granted a security interest by this Agreement and which shall
         include the following, whether presently owned or existing or hereafter
         acquired or coming into existence, and all additions and accessions
         thereto and all substitutions and replacements thereof, and all
         proceeds, products and accounts thereof, including, without limitation,
         all proceeds from the sale or transfer of the Collateral and of
         insurance covering the same and of any tort claims in connection
         therewith:

                           (i) All Goods of the Company, including, without
                  limitations, all machinery, equipment, computers, motor
                  vehicles, trucks, tanks, boats, ships, appliances, furniture,
                  special and general tools, fixtures, test and quality control
                  devices and other equipment of every kind and nature and
                  wherever situated, together with all documents of title and
                  documents representing the same, all additions and accessions
                  thereto, replacements therefor, all parts therefor, and all
                  substitutes for any of the foregoing and all other items used
                  and useful in connection with the Company's businesses and all
                  improvements thereto (collectively, the "Equipment");

                           (ii) All Inventory of the Company, less inventory to
                  the extent that CK's Supermarket Limited of 64/65 The
                  Kingsway, Swansea SA1 5HW maintains security interests in
                  inventory pursuant to an agreement for a loan made July 10,
                  2002;

                           (iii) All of the Company's contract rights and
                  general intangibles, including, without limitation, all
                  partnership interests, stock or other securities, licenses,
                  distribution and other agreements, computer software
                  development rights, leases, franchises, customer lists,
                  quality control procedures, grants and rights, goodwill,
                  trademarks, service marks, trade styles, trade names, patents,
                  patent applications, copyrights, deposit accounts, and income
                  tax refunds (collectively, the "General Intangibles");

                           (iv) All of the Company's documents, instruments and
                  chattel paper, files, records, books of account, business
                  papers, computer programs and the products and proceeds of all
                  of the foregoing Collateral set forth in clauses (i)-(iv)
                  above; and

                           (v) All of the Company's shares of stock of the
                  subsidiaries of the Company, including, without limitation,
                  all of the Company's shares of stock of Peak Entertainment,
                  Ltd.

                                       1
<PAGE>

                  (b) "Company" shall mean, collectively, the Company and all of
         the subsidiaries of the Company.

                  (c) "Obligations" means all of the Company's obligations under
         this Agreement and the Debentures, in each case, whether now or
         hereafter existing, voluntary or involuntary, direct or indirect,
         absolute or contingent, liquidated or unliquidated, whether or not
         jointly owed with others, and whether or not from time to time
         decreased or extinguished and later decreased, created or incurred, and
         all or any portion of such obligations or liabilities that are paid, to
         the extent all or any part of such payment is avoided or recovered
         directly or indirectly from the Secured Party as a preference,
         fraudulent transfer or otherwise as such obligations may be amended,
         supplemented, converted, extended or modified from time to time.

                  (d) "UCC" means the Uniform Commercial Code, as currently in
         effect in the State of New York.

         2. Grant of Security Interest. As an inducement for the Secured Party
to purchase the Debentures and to secure the complete and timely payment,
performance and discharge in full, as the case may be, of all of the
Obligations, the Company hereby, unconditionally and irrevocably, pledges,
grants and hypothecates to the Secured Party, a continuing security interest, to
the extent not already encumbered, in, a continuing lien upon, a right to
possession and disposition of and a right of set-off against, in each case to
the fullest extent permitted by law, all of the Company's right, title and
interest of whatsoever kind and nature (including, without limitation, all of
Peak Entertainment Ltd.'s rights) in and to the Collateral (the "Security
Interest"). The Security Interest rights herein shall be on an equal level to
the security interest rights granted to other third-party purchasers in the
Company's sale of debentures, on terms and conditions similar to the terms
herein, occurring on or about the same time as this Agreement. Notwithstanding
anything to the contrary herein, the parties understand and agree that the
Security Interest rights herein shall be secondary to any security interest
rights previously granted by the Company, and that the provisions of this
Agreement shall be interpreted accordingly. The Company shall be entitled to
grant security interest rights senior to the rights of the Secured Parties to a
financial institution, subject to the approval of a two-thirds majority of the
Secured Parties, which shall not be unreasonably withheld. The Company shall be
entitled to grant security interest rights similar to the rights granted to the
Secured Parties to non-financial institution lender(s) hereafter providing at
least $1,500,000 or more in working capital, subject to the approval of a
two-thirds majority of the Secured Parties, which shall not be unreasonably
withheld. Secured Parties acknowledge that the Company will need additional
capital for its business. Except as provided for herein, the Company will not
grant to any other person a security interest in its assets for so long as a
majority of the Debentures sold to the Secured Parties remain outstanding,
except with the consent of two-thirds of the outstanding face amount of the
Debentures held by the Secured Parties, which shall not be unreasonably
withheld.

         3. Representations, Warranties, Covenants and Agreements of the
Company. The Company represents and warrants to, and covenants and agrees with,
the Secured Party as follows:

                  (a) This Agreement constitutes a legal, valid and binding
         obligation of the Company enforceable in accordance with its terms,
         except as enforceability may be limited by bankruptcy, insolvency,
         reorganization, moratorium or similar laws affecting the enforcement of
         creditor's rights generally.

                  (b) The Company represents and warrants that its principal
         place of business is set forth in the Company's filings with the
         Securities and Exchange Commission that that it has no place of
         business or offices where its respective books of account and records
         are kept (other than temporarily at the offices of its attorneys or
         accountants) or places where Collateral is stored or located;

                  (c) The Company is the sole owner of the Collateral (except
         for licenses granted by the Company in the ordinary course of
         business), free and clear of any liens, security interests,
         encumbrances, rights or claims, and is fully authorized to grant the
         Security Interest in and to pledge the Collateral, subject to the
         surrender and cancellation of previously issued debentures. Subject to
         the surrender and cancellation of previously issued debentures, there
         is not on file in any governmental or regulatory authority, agency or
         recording office an effective financing statement, security agreement,
         license or transfer or any notice of any of the foregoing (other than
         those that have been filed in favor of any secured party pursuant to
         this Agreement or similar agreements) covering or affecting any of the
         Collateral.

                  (d) No part of the Collateral has been judged invalid or
         unenforceable. There has been no adverse decision to the Company's
         claim of ownership rights in or exclusive rights to use the Collateral
         in any jurisdiction or to the Company's right to keep and maintain such
         Collateral in full force and effect, and there is no proceeding
         involving said rights pending or, to the best knowledge of the Company,
         threatened before any court, judicial body, administrative or
         regulatory agency, arbitrator or other governmental authority.

                                       2
<PAGE>

                  (e) The Company shall at all times maintain its books of
         account and records relating to the Collateral at its principal place
         of business and may not relocate such books of account and records or
         tangible Collateral unless it delivers to the Secured Party at least 30
         days prior to such relocation (i) written notice of such relocation and
         the new location thereof (which must be within the United States) and
         (ii) evidence that appropriate financing statements and other necessary
         documents have been filed and recorded and other steps have been taken
         to perfect the Security Interest to create in favor of the Secured
         Party valid, perfected and continuing liens in the Collateral.

                  (f) This Agreement creates in favor of the Secured Party a
         valid security interest in the Collateral securing the payment and
         performance of the Obligations and, upon making the filings described
         in the immediately following sentence, a perfected security interest in
         such Collateral. Subject to the surrender and cancellation of
         previously issued debentures, except for the filing of financing
         statements on Form-1 under the UCC with the appropriate jurisdictions,
         no authorization or approval of or filing with or notice to any
         governmental authority or regulatory body is required either (i) for
         the grant by the Company of, or the effectiveness of, the Security
         Interest granted hereby or for the execution, delivery and performance
         of this Agreement by the Company or (ii) for the perfection of or
         exercise by the Secured Party of its rights and remedies hereunder.

                  (g) The Company will prepare and deliver to the Secured Party
         one or more executed UCC financing statements on Form-1 with respect to
         the Security Interest for filing with the appropriate jurisdictions at
         the expense of the Company.

                  (h) The execution, delivery and performance of this Agreement
         does not conflict with or cause a breach or default, or an event that
         with or without the passage of time or notice, shall constitute a
         breach or default, under any agreement to which the Company is a party
         or by which the Company is bound. No consent (including, without
         limitation, from stockholders or creditors of the Company) is required
         for the Company to enter into and perform its obligations hereunder.

                  (i) The Company shall at all times maintain the liens and
         Security Interest provided for hereunder as valid and perfected
         priority liens and security interests in the Collateral in favor of the
         Secured Party until this Agreement and the Security Interest hereunder
         shall terminate pursuant to Section 8. The Company hereby agrees to
         defend the same against any and all persons. The Company shall
         safeguard and protect all Collateral for the account of the Secured
         Party. At the request of the Secured Party, the Company will sign and
         deliver to the Secured Party at any time or from time to time one or
         more financing statements pursuant to the UCC (or any other applicable
         statute) in form reasonably satisfactory to the Secured Party and will
         pay the cost of filing the same in all public offices wherever filing
         is, or is reasonably deemed by the Secured Party to be, necessary or
         desirable to effect the rights and obligations provided for herein.

                  (j) The Company shall keep and preserve its Equipment,
         Inventory and other tangible Collateral in good condition, repair and
         order and shall not operate or locate any such Collateral (or cause to
         be operated or located) in any area excluded from insurance coverage.

                  (k) The Company shall promptly execute and deliver to the
         Secured Party such further deeds, mortgages, assignments, security
         agreements, financing statements or other instruments, documents,
         certificates and assurances and take such further action as the Secured
         Party may from time to time reasonably request and may in its sole
         discretion deem necessary to perfect, protect or enforce its security
         interest in the Collateral including, without limitation, the execution
         and delivery of a separate security agreement with respect to the
         Company's intellectual property ("Intellectual Property Security
         Agreement") in which the Secured Party has been granted a security
         interest hereunder, substantially in a form acceptable to the Secured
         Party, which Intellectual Property Security Agreement, other than as
         stated therein, shall be subject to all of the terms and conditions
         hereof.

                  (l) The Company will take all steps reasonably necessary to
         diligently pursue and seek to preserve, enforce and collect any rights,
         claims, causes of action and accounts receivable in respect of the
         Collateral.

                                       3
<PAGE>

                  (m) All information heretofore, herein or hereafter supplied
         to the Secured Party by or on behalf of the Company with respect to the
         Collateral is accurate and complete in all material respects as of the
         date furnished.

         4. Defaults. The following events shall be "Events of Default": The
occurrence of an Event of Default (as defined in the Debentures) under the
Debentures.

         5. Rights and Remedies Upon Default. Upon occurrence of any Event of
Default and at any time thereafter, the Secured Party shall have the right to
exercise all of the remedies conferred hereunder and under the Debentures, and
the Secured Party shall have all the rights and remedies of a secured party
under the UCC and/or any other applicable law (including the Uniform Commercial
Code of any jurisdiction in which any Collateral is then located).

         6. Responsibility for Collateral. The Company assumes all liabilities
and responsibility in connection with all Collateral, and the obligations of the
Company hereunder or under the Debentures shall in no way be affected or
diminished by reason of the loss, destruction, damage or theft of any of the
Collateral or its unavailability for any reason.

         7. Security Interest Absolute. All rights of the Secured Party and all
Obligations of the Company hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement,
the Debentures, or any agreement entered into in connection with the foregoing,
or any portion hereof or thereof; (b) any change in the time, manner or place of
payment or performance of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from the Debentures, or any other agreement entered into in connection with the
foregoing; (c) any exchange, release or nonperfection of any of the Collateral,
or any release or amendment or waiver of or consent to departure from any other
collateral for, or any guaranty, or any other security, for all or any of the
Obligations; (d) any action by the Secured Party to obtain, adjust, settle and
cancel in its sole discretion any insurance claims or matters made or arising in
connection with the Collateral; or (e) any other circumstance which might
otherwise constitute any legal or equitable defense available to the Company, or
a discharge of all or any part of the Security Interest granted hereby. Until
the Obligations shall have been paid and performed in full, the rights of the
Secured Party shall continue even if the Obligations are barred for any reason,
including, without limitation, the running of the statute of limitations or
bankruptcy. The Company expressly waives presentment, protest, notice of
protest, demand, notice of nonpayment and demand for performance. In the event
that at any time any transfer of any Collateral or any payment received by the
Secured Party hereunder shall be deemed by final order of a court of competent
jurisdiction to have been a voidable preference or fraudulent conveyance under
the bankruptcy or insolvency laws of the United States, or shall be deemed to be
otherwise due to any party other than the Secured Party, then, in any such
event, the Company's obligations hereunder shall survive cancellation of this
Agreement, and shall not be discharged or satisfied by any prior payment thereof
and/or cancellation of this Agreement, but shall remain a valid and binding
obligation enforceable in accordance with the terms and provisions hereof. The
Company waives all right to require the Secured Party to proceed against any
other person or to apply any Collateral which the Secured Party may hold at any
time, or to marshal assets, or to pursue any other remedy. The Company waives
any defense arising by reason of the application of the statute of limitations
to any obligation secured hereby.

         8. Term of Agreement. This Agreement and the Security Interest shall
terminate on the date on which all payments under the Debentures have been made
in full and all other Obligations have been paid or discharged. Upon such
termination, the Secured Party, at the request and at the expense of the
Company, will join in executing any termination statement with respect to any
financing statement executed and filed pursuant to this Agreement.

         9. Power of Attorney; Further Assurances.

                  (a) The Company authorizes the Secured Party, and does hereby
         make, constitute and appoint it, and its respective officers, agents,
         successors or assigns with full power of substitution, as the Company's
         true and lawful attorney-in-fact, with power, in its own name or in the
         name of the Company, to, after the occurrence and during the
         continuance of an Event of Default, (i) to sign and endorse any UCC
         financing statement relating to the Collateral; (ii) to pay or
         discharge taxes, liens, security interests or other encumbrances at any
         time levied or placed on or threatened against the Collateral; and
         (iii) generally, to do, at the option of the Secured Party, at any
         time, or from time to time, all acts and things which the Secured Party
         deems necessary to protect and preserve the Collateral and the Security
         Interest granted therein in order to effect the intent of this
         Agreement and the Debentures, as fully and effectually as the Company
         might or could do; and the Company hereby ratifies all that said
         attorney shall lawfully do or cause to be done by virtue hereof. This
         power of attorney is coupled with an interest and shall be irrevocable
         for the term of this Agreement and thereafter as long as any of the
         Obligations shall be outstanding.

                                       4
<PAGE>

                  (b) On a continuing basis, the Company will make, execute,
         acknowledge, deliver, file and record, as the case may be, in the
         proper filing and recording places in any jurisdiction, all such
         instruments, and take all such action as may reasonably be deemed
         necessary or advisable, or as reasonably requested by the Secured
         Party, to perfect the Security Interest granted hereunder and otherwise
         to carry out the intent and purposes of this Agreement, or for assuring
         and confirming to the Secured Party the grant or perfection of a
         security interest in all the Collateral.

                  (c) The Company hereby irrevocably appoints the Secured Party
         as the Company's attorney-in-fact, with full authority in the place and
         stead of the Company and in the name of the Company, from time to time
         in the Secured Party's discretion, to take any action and to execute
         any instrument which the Secured Party may deem necessary or advisable
         to accomplish the purposes of this Agreement, including the filing, in
         its sole discretion, of one or more financing or continuation
         statements and amendments thereto, relative to the Collateral without
         the signature of the Company where permitted by law.

         10. Notices. All notices, requests, demands and other communications
hereunder shall be in writing, with copies to all the other parties hereto, and
shall be deemed to have been duly given when (i) if delivered by hand, upon
receipt, (ii) if sent by facsimile, upon receipt of proof of sending thereof,
(iii) if sent by nationally recognized overnight delivery service (receipt
requested), the next business day or (iv) if mailed by first-class registered or
certified mail, return receipt requested, postage prepaid, four days after
posting in the U.S. mails, in each case if delivered to the following addresses:

                        If to the Company:
                        Attn.:  Wilfred Shorrocks, President
                        Peak Entertainment Holdings, Inc.
                        Bagshaw Hall, Bagshaw Hill
                        Bakewell, Derbyshire, UK DE45 1DL
                        Tel:  +44(0)1629 814555
                        Fax:  +44(0)1629 813539

                        With a copy to (which shall not constitute notice):
                        Attn:   Dan Brecher
                        Law Offices of Dan Brecher
                        99 Park Avenue, 16th Floor
                        New York, New York 10016
                        Tel: (212) 286-0747
                        Fax: (212) 808-4155

                        If to the Secured Party:
                        At the address and facsimile number as provided pursuant
                        to the Subscription Agreement.

         11. Other Security. To the extent that the Obligations are now or
hereafter secured by property other than the Collateral or by the guarantee,
endorsement or property of any other person, firm, corporation or other entity,
then the Secured Party shall have the right, in its sole discretion, to pursue,
relinquish, subordinate, modify or take any other action with respect thereto,
without in any way modifying or affecting any of the Secured Party's rights and
remedies hereunder.

         12.      Miscellaneous.

                  (a) No course of dealing between the Company and the Secured
         Party, nor any failure to exercise, nor any delay in exercising, on the
         part of the Secured Party, any right, power or privilege hereunder or
         under the Debentures shall operate as a waiver thereof; nor shall any
         single or partial exercise of any right, power or privilege hereunder
         or thereunder preclude any other or further exercise thereof or the
         exercise of any other right, power or privilege.

                  (b) All of the rights and remedies of the Secured Party with
         respect to the Collateral, whether established hereby or by the
         Debentures or by any other agreements, instruments or documents or by
         law shall be cumulative and may be exercised singly or concurrently.

                  (c) This Agreement constitutes the entire agreement of the
         parties with respect to the subject matter hereof and is intended to
         supersede all prior negotiations, understandings and agreements with

                                       5
<PAGE>

         respect thereto. Except as specifically set forth in this Agreement, no
         provision of this Agreement may be modified or amended except by a
         written agreement specifically referring to this Agreement and signed
         by the parties hereto.

                  (d) In the event that any provision of this Agreement is held
         to be invalid, prohibited or unenforceable in any jurisdiction for any
         reason, unless such provision is narrowed by judicial construction,
         this Agreement shall, as to such jurisdiction, be construed as if such
         invalid, prohibited or unenforceable provision had been more narrowly
         drawn so as not to be invalid, prohibited or unenforceable. If,
         notwithstanding the foregoing, any provision of this Agreement is held
         to be invalid, prohibited or unenforceable in any jurisdiction, such
         provision, as to such jurisdiction, shall be ineffective to the extent
         of such invalidity, prohibition or unenforceability without
         invalidating the remaining portion of such provision or the other
         provisions of this Agreement and without affecting the validity or
         enforceability of such provision or the other provisions of this
         Agreement in any other jurisdiction.

                  (e) No waiver of any breach or default or any right under this
         Agreement shall be deemed a waiver of any subsequent breach or default
         or right, whether of the same or similar nature or otherwise.

                  (f) This Agreement shall be binding upon and inure to the
         benefit of each party hereto and its successors and assigns.

                  (g) Each party shall take such further action and execute and
         deliver such further documents as may be necessary or appropriate in
         order to carry out the provisions and purposes of this Agreement.

                  (h) This Agreement shall be construed in accordance with the
         laws of the State of New York, except to the extent the validity,
         perfection or enforcement of a security interest hereunder in respect
         of any particular Collateral which are governed by a jurisdiction other
         than the State of New York in which case such law shall govern. Each of
         the parties hereto irrevocably submit to the exclusive jurisdiction of
         any state or federal court sitting in New York County in the State of
         New York over any action or proceeding arising out of or relating to
         this Agreement, and the parties hereto hereby irrevocably agree that
         all claims in respect of such action or proceeding may be heard and
         determined in such state or federal court. The parties hereto agree
         that a final judgment in any such action or proceeding shall be
         conclusive and may be enforced in other jurisdictions by suit on the
         judgment or in any other manner provided by law. The parties hereto
         further waive any objection to venue in the State of New York and any
         objection to an action or proceeding in the State of New York on the
         basis of forum non conveniens.

                  (i) EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE
         RIGHTS TO A JURY TRAIL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
         ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO
         BE ALL ENCOMPASSING OF ANY DISPUTES THAT MAY BE FILED IN ANY COURT AND
         THAT RELATE TO THE SUBJECT MATER OF THIS AGREEMENT, INCLUDING WITHOUT
         LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL
         OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES
         THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO
         A BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS
         WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL
         CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH
         PARTY FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER
         WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY HAS KNOWINGLY AND
         VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL FOLLOWING SUCH
         CONSULTATION. THIS WAIVER IS IRREVOCABLE, MEANING THAT, NOTWITHSTANDING
         ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT BE MODIFIED EITHER ORALLY
         OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
         AMENDMENTS, RENEWALS AND SUPPLEMENTS OR MODIFICATIONS TO THIS
         AGREEMENT. IN THE EVENT OF A LITIGATION, THIS AGREEMENT MAY BE FILED AS
         A WRITTEN CONSENT TO A TRIAL BY THE COURT.

                  (j) This Agreement may be executed in any number of
         counterparts, each of which when so executed shall be deemed to be an
         original and, all of which taken together shall constitute one and the
         same Agreement. In the event that any signature is delivered by
         facsimile transmission, such signature shall create a valid binding
         obligation of the party executing (or on whose behalf such signature is
         executed) the same with the same force and effect as if such facsimile
         signature were the original thereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       6

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Security
Agreement to be duly executed on the day and year first above written.


THE COMPANY:                     PEAK ENTERTAINMENT HOLDINGS, INC.


                                 By:
                                    -----------------------------------------
                                          Wilf Shorrocks
                                          President and Chief Executive Officer



THE SECURED PARTY:       __________________________





















                                       7

<PAGE>


               [FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT]

         Intellectual Property Security Agreement (this "Agreement") dated as of
_____________, 2005, by and among Peak Entertainment Holdings, a Nevada
corporation (the "Company"), and the secured party signatory hereto and its
respective endorsees, transferees and assigns (the "Secured Party").

                              W I T N E S S E T H :

         WHEREAS, pursuant to a Subscription Agreement between the Company and
the Secured Party (the "Subscription Agreement"), the Company has agreed to
issue to the Secured Party and other persons who enter into a similar
Subscription Agreement (collectively the Secured Party and others similarly
situated are referred to hereinafter as the "Secured Parties"), and the Secured
Party has agreed to purchase from the Company certain of the Company's 12%
Secured Convertible Debentures (the "Debentures"), which are convertible into
shares of the Company's Common Stock, par value $.001 per share (the "Common
Stock"); and

         WHEREAS, in order to induce the Secured Parties to purchase the
Debentures, the Company has agreed to execute and deliver to the Secured
Parties, this Agreement for the benefit of the Secured Parties and to grant to
the Secured Parties a security interest, to the extent not already encumbered,
in certain property of the Company to secure the prompt payment, performance and
discharge in full of all of the Company's obligations under the Debentures.

         NOW, THEREFORE, in consideration of the agreements herein contained and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto hereby agree as follows:

         1. Defined Terms. Unless otherwise defined herein, terms which are
defined in the Subscription Agreement and used herein are so used as so defined;
and the following terms shall have the following meanings:

                  "Company" shall mean, collectively, the Company and all of the
         subsidiaries of the Company (including, without limitation, Peak
         Entertainment, Ltd.).

                  "Copyrights" shall mean (a) all copyrights, registrations and
         applications for registration, issued or filed, including any reissues,
         extensions or renewals thereof, by or with the United States Copyright
         Office or any similar office or agency of the United States, any state
         thereof, or any other country or political subdivision thereof, or
         otherwise, including, all rights in and to the material constituting
         the subject matter thereof, and (b) any rights in any material which is
         copyrightable or which is protected by common law, United States
         copyright laws or similar laws or any law of any State.

                  "Copyright License" shall mean any agreement, written or oral,
         providing for a grant by the Company of any right in any Copyright.

                  "Intellectual Property" shall means, collectively, the
         Software Intellectual Property, Copyrights, Copyright Licenses,
         Patents, Patent Licenses, Trademarks, Trademark Licenses and Trade
         Secrets of the Company, as set forth in Schedule A hereto.

                  "Obligations" means all of the Company's obligations under
         this Agreement and the Debentures, in each case, whether now or
         hereafter existing, voluntary or involuntary, direct or indirect,
         absolute or contingent, liquidated or unliquidated, whether or not
         jointly owed with others, and whether or not from time to time
         decreased or extinguished and later decreased, created or incurred, and
         all or any portion of such obligations or liabilities that are paid, to
         the extent all or any part of such payment is avoided or recovered
         directly or indirectly from the Secured Party as a preference,
         fraudulent transfer or otherwise as such obligations may be amended,
         supplemented, converted, extended or modified from time to time.

                  "Patents" shall mean (a) all letters patent of the United
         States or any other country or any political subdivision thereof, and
         all reissues and extensions thereof, and (b) all applications for
         letters patent of the United States and all divisions, continuations
         and continuations-in-part thereof or any other country or any political
         subdivision.

                  "Patent License" shall mean all agreements, whether written or
         oral, providing for the grant by the Company of any right to
         manufacture, use or sell any invention covered by a Patent.

                                       1
<PAGE>

                  "Security Agreement" shall mean the Security Agreement, dated
         the date hereof between the Company and the Secured Party.

                  "Software Intellectual Property" shall mean:

                           (a) all software programs (including all source code,
                  object code and all related applications and data files),
                  whether now owned, upgraded, enhanced, licensed or leased or
                  hereafter acquired by the Company, above;

                           (b) all computers and electronic data processing
                  hardware and firmware associated therewith;

                           (c) all documentation (including flow charts, logic
                  diagrams, manuals, guides and specifications) with respect to
                  such software, hardware and firmware described in the
                  preceding clauses (a) and (b); and

                           (d) all rights with respect to all of the foregoing,
                  including, without limitation, any and all upgrades,
                  modifications, copyrights, licenses, options, warranties,
                  service contracts, program services, test rights, maintenance
                  rights, support rights, improvement rights, renewal rights and
                  indemnifications and substitutions, replacements, additions,
                  or model conversions of any of the foregoing.

                  "Trademarks" shall mean all trademarks, trade names, corporate
         names, the Company names, business names, fictitious business names,
         trade styles, service marks, logos and other source or business
         identifiers, and the goodwill associated therewith, now existing.

                  "Trademark License" shall mean any agreement, written or oral,
         providing for the grant by the Company of any right to use any
         Trademark.

                  "Trade Secrets" shall mean common law and statutory trade
         secrets and all other confidential or proprietary or useful information
         and all know-how obtained by or used in or contemplated at any time for
         use in the business of the Company (all of the foregoing being
         collectively called a "Trade Secret"), whether or not such Trade Secret
         has been reduced to a writing or other tangible form, including all
         documents and things embodying, incorporating or referring in any way
         to such Trade Secret, all Trade Secret licenses, and including the
         right to sue for and to enjoin and to collect damages for the actual or
         threatened misappropriation of any Trade Secret and for the breach or
         enforcement of any such Trade Secret license.

         2. Grant of Security Interest. In accordance with Section 3(m) of the
Security Agreement, to secure the complete and timely payment, performance and
discharge in full, as the case may be, of all of the Obligations, the Company
hereby, unconditionally and irrevocably, pledges, grants and hypothecates to the
Secured Party, a continuing security interest in, a continuing lien upon, an
unqualified right to possession and disposition of and a right of set-off
against, in each case to the fullest extent permitted by law, all of the
Company's right, title and interest of whatsoever kind and nature (including,
without limitation, all of Peak Entertainment Ltd.'s rights) in and to the
Intellectual Property (the "Security Interest"). The Security Interest rights
herein shall be on equal level to the other security interest rights granted to
third-party purchasers in the Company's sale of debentures, on terms and
conditions similar to the terms herein. Notwithstanding anything to the contrary
herein or in the Security Agreement, the parties understand and agree that the
Security Interest rights herein shall be secondary to any security interest
rights previously granted by the Company, including those granted in or about
January 2005, and that the provisions of this Agreement shall be interpreted
accordingly. The Company shall be entitled to grant security interest rights
senior to the rights of the Secured Parties to a financial institution, subject
to the approval of a two-thirds majority of the Secured Parties, which shall not
be unreasonably withheld. The Company shall be entitled to grant security
interest rights similar to the rights granted to the Secured Parties to
non-financial institution lender(s) hereafter providing a total of at least
$1,000,000 or more in working capital, subject to the approval of a two-thirds
majority of the Secured Parties, which shall not be unreasonably withheld.
Secured Parties acknowledge that the Company will need additional capital for
its business. Except as provided for herein, the Company will not grant to any
other person a security interest in its assets for so long as a majority of the
Debentures sold to the Secured Parties remain outstanding, except with the
consent of two-thirds of the outstanding face amount of the Debentures held by
the Secured Parties, which shall not be unreasonably withheld.

         3. Representations and Warranties. The Company hereby represents and
warrants, and covenants and agrees with, the Secured Party as follows:

                                       2
<PAGE>

                  (a) The Company has the requisite corporate power and
         authority to enter into this Agreement and otherwise to carry out its
         obligations thereunder. The execution, delivery and performance by the
         Company of this Agreement and the filings contemplated therein have
         been duly authorized by all necessary action on the part of the Company
         and no further action is required by the Company. This Agreement
         constitutes a legal, valid and binding obligation of the Company
         enforceable in accordance with its terms, except as enforceability may
         be limited by bankruptcy, insolvency, reorganization, moratorium or
         similar laws affecting the enforcement of creditor's rights generally.

                  (b) The Company represents and warrants that it has no place
         of business or offices where its respective books of account and
         records are kept (other than temporarily at the offices of its
         attorneys or accountants) or places where the Intellectual Property is
         stored or located.

                  (c) The Company is the sole owner of the Intellectual Property
         (except for licenses granted by the Company in the ordinary course of
         business), and is fully authorized to grant the Security Interest in
         and to pledge the Intellectual Property, subject to the surrender and
         cancellation of previously issued debentures. Subject to the surrender
         and cancellation of previously issued debentures, there is not on file
         in any governmental or regulatory authority, agency or recording office
         an effective financing statement, security agreement, license or
         transfer or any notice of any of the foregoing (other than those that
         have been filed in favor of the Secured Party pursuant to this
         Agreement) covering or affecting any of the Intellectual Property.

                  (d) The Company shall at all times maintain its books of
         account and records relating to the Intellectual Property at its
         principal place of business and may not relocate such books of account
         and records unless it delivers to the Secured Party at least 30 days
         prior to such relocation (i) written notice of such relocation and the
         new location thereof (which must be within the United States) and (ii)
         evidence that the necessary documents have been filed and recorded and
         other steps have been taken to perfect the Security Interest to create
         in favor of the Secured Party valid, perfected and continuing liens in
         the Intellectual Property to the extent they can be perfected through
         such filings.

                  (e) This Agreement creates in favor of the Secured Party a
         valid security interest in the Intellectual Property securing the
         payment and performance of the Obligations and, upon making the filings
         required hereunder, a perfected security interest in such Intellectual
         Property to the extent that it can be perfected through such filings,
         and subject to the other and prior security interests to such
         Intellectual Property.

                  (f) Upon request of the Secured Party, the Company shall
         execute and deliver any and all agreements, instruments, documents, and
         papers as the Secured Party may reasonably request to evidence the
         Secured Party's security interest in the Intellectual Property and the
         goodwill and general intangibles of the Company relating thereto or
         represented thereby, and the Company hereby appoints the Secured Party
         its attorney-in-fact to execute and file all such writings for the
         foregoing purposes, all acts of such attorney being hereby ratified and
         confirmed; such power being coupled with an interest is irrevocable
         until the Obligations have been fully satisfied and are paid in full.

                  (g) The execution, delivery and performance of this Agreement
         does not conflict with or cause a breach or default, or an event that
         with or without the passage of time or notice, shall constitute a
         breach or default, under any agreement to which the Company is a party
         or by which the Company is bound.

                  (h) The Company shall at all times maintain the liens and
         Security Interest provided for hereunder as valid and perfected liens
         and security interests in the Intellectual Property to the extent they
         can be perfected by filing in favor of the Secured Party until this
         Agreement and the Security Interest hereunder shall terminate pursuant
         to Section 8. The Company hereby agrees to defend the same against any
         and all persons. The Company shall safeguard and protect all
         Intellectual Property for the account of the Secured Party. Without
         limiting the generality of the foregoing, the Company shall pay all
         fees, taxes and other amounts necessary to maintain the Intellectual
         Property and the Security Interest hereunder, and the Company shall
         obtain and furnish to the Secured Party from time to time, upon demand,
         such releases and/or subordinations of claims and liens which may be
         required to maintain the Security Interest hereunder.

                  (i) The Company will take all steps reasonably necessary to
         diligently pursue and seek to preserve, enforce and collect any rights,
         claims, causes of action and accounts receivable in respect of the
         Intellectual Property.

                                       3
<PAGE>

                  (j) All information heretofore, herein or hereafter supplied
         to the Secured Party by or on behalf of the Company with respect to the
         Intellectual Property is accurate and complete in all material respects
         as of the date furnished.

                  (k) With respect to any Intellectual Property:

                           (i) such Intellectual Property is subsisting and has
                  not been adjudged invalid or unenforceable, in whole or in
                  part;

                           (ii) such Intellectual Property is valid and
                  enforceable; and

                           (iii) the Company is the owner of the right, title
                  and interest in and to such Intellectual Property and no claim
                  has been made that the use of such Intellectual Property
                  infringes on the asserted rights of any third-party.

         4. Defaults. The following events shall be "Events of Default": The
occurrence of an Event of Default (as defined in the Debentures) under the
Debentures.

         5. Rights and Remedies Upon Default. Upon occurrence of any Event of
Default and at any time thereafter, the Secured Party shall have the right to
exercise all of the remedies conferred hereunder and under the Debentures, and
the Secured Party shall have all the rights and remedies of a secured party
under the UCC and/or any other applicable law (including the Uniform Commercial
Code of any jurisdiction in which any Intellectual Property is then located).

         6. Responsibility for Intellectual Property. The Company assumes all
liabilities and responsibility in connection with all Intellectual Property, and
the obligations of the Company hereunder or under the Debentures shall in no way
be affected or diminished by reason of the loss, destruction, damage or theft of
any of the Intellectual Property or its unavailability for any reason.

         7. Security Interest Absolute. All rights of the Secured Party and all
Obligations of the Company hereunder, shall be absolute and unconditional,
irrespective of: (a) any lack of validity or enforceability of this Agreement,
the Debentures, or any agreement entered into in connection with the foregoing,
or any portion hereof or thereof; (b) any change in the time, manner or place of
payment or performance of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from the Debentures, or any other agreement entered into in connection with the
foregoing; (c) any exchange, release or nonperfection of any of the Intellectual
Property, or any release or amendment or waiver of or consent to departure from
any other Intellectual Property for, or any guaranty, or any other security, for
all or any of the Obligations; (d) any action by the Secured Party to obtain,
adjust, settle and cancel in its sole discretion any insurance claims or matters
made or arising in connection with the Intellectual Property; or (e) any other
circumstance which might otherwise constitute any legal or equitable defense
available to the Company, or a discharge of all or any part of the Security
Interest granted hereby. Until the Obligations shall have been paid and
performed in full, the rights of the Secured Party shall continue even if the
Obligations are barred for any reason, including, without limitation, the
running of the statute of limitations or bankruptcy. The Company expressly
waives presentment, protest, notice of protest, demand, notice of nonpayment and
demand for performance. In the event that at any time any transfer of any
Intellectual Property or any payment received by the Secured Party hereunder
shall be deemed by final order of a court of competent jurisdiction to have been
a voidable preference or fraudulent conveyance under the bankruptcy or
insolvency laws of the United States, or shall be deemed to be otherwise due to
any party other than the Secured Party, then, in any such event, the Company's
obligations hereunder shall survive cancellation of this Agreement, and shall
not be discharged or satisfied by any prior payment thereof and/or cancellation
of this Agreement, but shall remain a valid and binding obligation enforceable
in accordance with the terms and provisions hereof. The Company waives all right
to require the Secured Party to proceed against any other person or to apply any
Intellectual Property which the Secured Party may hold at any time, or to
marshal assets, or to pursue any other remedy. The Company waives any defense
arising by reason of the application of the statute of limitations to any
obligation secured hereby.

         8. Term of Agreement. This Agreement and the Security Interest shall
terminate on the date on which all payments under the Debentures have been made
in full and all other Obligations have been paid or discharged. Upon such
termination, the Secured Party, at the request and at the expense of the
Company, will join in executing any termination statement with respect to any
financing statement executed and filed pursuant to this Agreement.

                                       4

<PAGE>

         9. Power of Attorney; Further Assurances.

                  (a) The Company authorizes the Secured Party, and does hereby
         make, constitute and appoint it, and its respective officers, agents,
         successors or assigns with full power of substitution, as the Company's
         true and lawful attorney-in-fact, with power, in its own name or in the
         name of the Company, to, after the occurrence and during the
         continuance of an Event of Default, (i) to sign and endorse any UCC
         financing statement relating to the Intellectual Property; (ii) to pay
         or discharge taxes, liens, security interests or other encumbrances at
         any time levied or placed on or threatened against the Intellectual
         Property; and (iii) generally, to do, at the option of the Secured
         Party, at any time, or from time to time, all acts and things which the
         Secured Party deems necessary to protect and preserve the Intellectual
         Property and the Security Interest granted therein in order to effect
         the intent of this Agreement and the Debentures, as fully and
         effectually as the Company might or could do; and the Company hereby
         ratifies all that said attorney shall lawfully do or cause to be done
         by virtue hereof. This power of attorney is coupled with an interest
         and shall be irrevocable for the term of this Agreement and thereafter
         as long as any of the Obligations shall be outstanding.

                  (b) On a continuing basis, the Company will make, execute,
         acknowledge, deliver, file and record, as the case may be, in the
         proper filing and recording places in any jurisdiction, all such
         instruments, and take all such action as may reasonably be deemed
         necessary or advisable, or as reasonably requested by the Secured
         Party, to perfect the Security Interest granted hereunder and otherwise
         to carry out the intent and purposes of this Agreement, or for assuring
         and confirming to the Secured Party the grant or perfection of a
         security interest in the Intellectual Property.

                  (c) The Company hereby irrevocably appoints the Secured Party
         as the Company's attorney-in-fact, with full authority in the place and
         stead of the Company and in the name of the Company, from time to time
         in the Secured Party's discretion, to take any action and to execute
         any instrument which the Secured Party may deem necessary or advisable
         to accomplish the purposes of this Agreement, including the filing, in
         its sole discretion, of one or more financing or continuation
         statements and amendments thereto, relative to any of the Intellectual
         Property without the signature of the Company where permitted by law.

         10. Notices. All notices, requests, demands and other communications
hereunder shall be in writing, with copies to all the other parties hereto, and
shall be deemed to have been duly given when (i) if delivered by hand, upon
receipt, (ii) if sent by facsimile, upon receipt of proof of sending thereof,
(iii) if sent by nationally recognized overnight delivery service (receipt
requested), the next business day or (iv) if mailed by first-class registered or
certified mail, return receipt requested, postage prepaid, four days after
posting in the U.S. mails, in each case if delivered to the following addresses:

                  If to the Company:
                  Attn.:  Wilfred Shorrocks, President
                  Peak Entertainment Holdings, Inc.
                  Bagshaw Hall, Bagshaw Hill
                  Bakewell, Derbyshire, UK DE45 1DL
                  Tel:  +44(0)1629 814555
                  Fax:  +44(0)1629 813539

                  With a copy to (which shall not constitute notice):
                  Attn:   Dan Brecher
                  Law Offices of Dan Brecher
                  99 Park Avenue, 16th Floor
                  New York, New York 10016
                  Tel: (212) 286-0747
                  Fax: (212) 808-4155

                  If to the Secured Party:
                  At the address and facsimile number as provided pursuant to
                  the Subscription Agreement.

         11. Other Security. To the extent that the Obligations are now or
hereafter secured by property other than the Intellectual Property or by the
guarantee, endorsement or property of any other person, firm, corporation or
other entity, then the Secured Party shall have the right, in its sole
discretion, to pursue, relinquish, subordinate, modify or take any other action
with respect thereto, without in any way modifying or affecting any of the
Secured Party's rights and remedies hereunder.

                                       5
<PAGE>

         12.      Miscellaneous.

                  (a) No course of dealing between the Company and the Secured
         Party, nor any failure to exercise, nor any delay in exercising, on the
         part of the Secured Party, any right, power or privilege hereunder or
         under the Debentures shall operate as a waiver thereof; nor shall any
         single or partial exercise of any right, power or privilege hereunder
         or thereunder preclude any other or further exercise thereof or the
         exercise of any other right, power or privilege.

                  (b) All of the rights and remedies of the Secured Party with
         respect to the Intellectual Property, whether established hereby or by
         the Debentures or by any other agreements, instruments or documents or
         by law shall be cumulative and may be exercised singly or concurrently.

                  (c) This Agreement and the Security Agreement constitute the
         entire agreement of the parties with respect to the subject matter
         hereof and is intended to supersede all prior negotiations,
         understandings and agreements with respect thereto. Except as
         specifically set forth in this Agreement, no provision of this
         Agreement may be modified or amended except by a written agreement
         specifically referring to this Agreement and signed by the parties
         hereto.

                  (d) In the event that any provision of this Agreement is held
         to be invalid, prohibited or unenforceable in any jurisdiction for any
         reason, unless such provision is narrowed by judicial construction,
         this Agreement shall, as to such jurisdiction, be construed as if such
         invalid, prohibited or unenforceable provision had been more narrowly
         drawn so as not to be invalid, prohibited or unenforceable. If,
         notwithstanding the foregoing, any provision of this Agreement is held
         to be invalid, prohibited or unenforceable in any jurisdiction, such
         provision, as to such jurisdiction, shall be ineffective to the extent
         of such invalidity, prohibition or unenforceability without
         invalidating the remaining portion of such provision or the other
         provisions of this Agreement and without affecting the validity or
         enforceability of such provision or the other provisions of this
         Agreement in any other jurisdiction.

                  (e) No waiver of any breach or default or any right under this
         Agreement shall be deemed a waiver of any subsequent breach or default
         or right, whether of the same or similar nature or otherwise.

                  (f) This Agreement shall be binding upon and inure to the
         benefit of each party hereto and its successors and assigns.

                  (g) Each party shall take such further action and execute and
         deliver such further documents as may be necessary or appropriate in
         order to carry out the provisions and purposes of this Agreement.

                  (h) This Agreement shall be construed in accordance with the
         laws of the State of New York, except to the extent the validity,
         perfection or enforcement of a security interest hereunder in respect
         of any particular Intellectual Property which are governed by a
         jurisdiction other than the State of New York in which case such law
         shall govern. Each of the parties hereto irrevocably submit to the
         exclusive jurisdiction of any state or federal court sitting in the
         County of New York in the State of New York over any action or
         proceeding arising out of or relating to this Agreement, and the
         parties hereto hereby irrevocably agree that all claims in respect of
         such action or proceeding may be heard and determined in such state or
         federal court. The parties hereto agree that a final judgment in any
         such action or proceeding shall be conclusive and may be enforced in
         other jurisdictions by suit on the judgment or in any other manner
         provided by law. The parties hereto further waive any objection to
         venue in the State of New York and any objection to an action or
         proceeding in the State of New York on the basis of forum non
         conveniens.

                  (i) EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE
         RIGHTS TO A JURY TRAIL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
         ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS INTENDED TO
         BE ALL ENCOMPASSING OF ANY DISPUTES THAT MAY BE FILED IN ANY COURT AND
         THAT RELATE TO THE SUBJECT MATER OF THIS AGREEMENT, INCLUDING WITHOUT
         LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL
         OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES
         THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTY TO ENTER INTO
         A BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS
         WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL
         CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH
         PARTY FURTHER WARRANTS AND

                                       6
<PAGE>

         REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL,
         AND THAT SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS
         TO A JURY TRIAL FOLLOWING SUCH CONSULTATION. THIS WAIVER IS
         IRREVOCABLE, MEANING THAT, NOTWITHSTANDING ANYTHING HEREIN TO THE
         CONTRARY, IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND
         THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS AND
         SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF A
         LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
         TRIAL BY THE COURT.

                  (j) This Agreement may be executed in any number of
         counterparts, each of which when so executed shall be deemed to be an
         original and, all of which taken together shall constitute one and the
         same Agreement. In the event that any signature is delivered by
         facsimile transmission, such signature shall create a valid binding
         obligation of the party executing (or on whose behalf such signature is
         executed) the same with the same force and effect as if such facsimile
         signature were the original thereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




















                                       7
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the day and year first above written.


THE COMPANY:                      PEAK ENTERTAINMENT HOLDINGS, INC.


                                  By:
                                     -----------------------------------------
                                          Wilf Shorrocks
                                          President and Chief Executive Officer



THE SECURED PARTY:     __________________________























                                       8


<PAGE>

                                   SCHEDULE A


A.   Software Intellectual Property:    None.

B.   Copyrights:                        None, other than any, if any,
                                        disclosed in filings with the S.E.C.

C.   Copyright Licenses:                None, other than any, if any,
                                        disclosed in filings with the S.E.C.

D.   Patents:                           None.

E.   Patent Licenses:                   None.

F.   Trademarks:                        None, other than any, if any,
                                        disclosed in filings with the S.E.C.

G.   Trademark Licenses:                None, other than any, if any,
                                        disclosed in filings with the S.E.C.

H.   Trade Secrets:                     None.





















                                       9