EXHIBIT 10.6

                     INTERNATIONAL REPRESENTATION AGREEMENT

THIS AGREEMENT is made on the 22 day of April, 2004.

BETWEEN

     1.   PEAK ENTERTAINMENT LTD of Bagshaw Hall,Bagshaw Hill , Bakewell,
          Derbyshire, DE45 1DL United Kingdom ("Peak"); and

     2.   THE SHARPE COMPANY INC, 1020 Manhattan Beach Blvd., Suite #204,
          Manhattan Beach, California 01266 USA.

1.       DEFINITIONS

         The following capitalized terms shall have the following meanings for
         the purposes of the Agreement:

1.1      "Parties" mean:  Peak and the Agent.

1.2      "Expiry Date" means:  30th September 2005.

1.3      "Term" means: The period starting on the date of this Agreement and
         ending on (and including) the Expiry Date unless earlier determined as
         provided in this Agreement.

1.4      "Territory" means:  The USA, its territories and possessions and
         Canada.

1.5      "Brand" means: The names, characters, likenesses, designs and/or visual
         representations developed and/or owned by Peak entitled Countin Sheep.

1.6      "Brand Name Merchandising Rights" mean: The right to use the Brand and
         all trade marks, copyright and design rights therein in connection with
         the manufacture and/or publishing, distribution, sale, exploitation and
         advertising of merchandise and/or services.

1.7      "Character Merchandising Rights" mean: The right to use the fictitious
         characters associated with the Brand and all trade marks and copyright
         therein in connection with the manufacture and/or publishing,
         distribution, sale, exploitation and advertising of merchandise and/or
         services in connection with the Brand.

1.8      "Merchandising Rights" mean:  The Character Merchandising Rights and
         Brand Name Merchandising Rights.

1.9      "Licence" means: An agreement with a third party for Merchandising
         Rights in the form approved by Peak, as amended from time to time by
         agreement in writing between the Parties.

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1.10     "Licensee" means: A third party to whom Merchandising Rights have been
         given.

1.11     "Business" means: The negotiation by the Agent as agent for Peak of
         Licenses for exploitation of the Merchandising Rights for the Territory
         and all matters related thereto except, as specified in Schedule One
         attached hereto and made a part hereof.

1.12     "Gross Receipts" mean: The gross royalties including all guarantees and
         advances actually received in connection with exploitation of the
         Merchandising Rights for the Territory (prior to deduction of Agent's
         Commission) together with (where applicable) an amount equal to the
         benefit or value of any available tax credit, repayment, exemption,
         allowance or deduction (available as a consequence of or in connection
         with such credit, repayment, exemption or allowance) whether pursuant
         to any domestic or local tax legislation or regulation or pursuant to
         any applicable double taxation treaty and whether or not such tax
         credit, repayment, exemption, allowance or deduction has been claimed.

1.13     "Commission" means: The Commission payable to the Agent which will be
         30% of Gross Receipts received for the Territory except as specified in
         Schedule One.

1.14     "Quarter" means a three month period ending on 31st March, 30th June,
         30th September and 31st December.

2.       GRANT AND RESERVATIONS

2.1      Subject as provided below, Peak grants to the Agent for the Term, the
         sole and exclusive right to negotiate with manufacturers and other
         interested parties, Licenses for Merchandising Rights for the Territory
         and subject to Peak's approval, to issue Licenses for such Rights
         pursuant to the terms of this Agreement.

2.2      The grant of rights shall not include the exclusions set forth in
         Schedule One or the right to arrange for the manufacture of merchandise
         incorporating the Merchandising Rights for promotional purposes (herein
         referred to as "Promotional Arrangements"), except as authorized by
         Peak in writing. It shall be understood and agreed, however, that
         during the Term of this Agreement, Agent shall have the non-exclusive
         right to propose Promotional Arrangements for the Territory for Peak's
         written approval and in the event that Peak shall approve any such
         Promotional Arrangements proposed by Agent, Agent shall receive its
         Commission in the percentage specified herein above. Peak shall have
         the absolute right to reject any such Promotional Arrangements proposed
         by Agent, subject to Peak's good faith agreement not to enter into any
         Promotional Arrangements or other similar agreements for the Territory
         with an entity proposed by Agent but rejected by Peak for a period of
         one (1) year thereafter without payment of compensation to Agent of
         Agent's Commission. Notwithstanding the foregoing, in the event that
         Peak shall enter into a Promotional Arrangement which shall include the
         Territory other than a

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         Promotional Arrangement proposed by Agent, Agent shall be entitled to
         fifty percent (50%) of its usual Commission from Gross Receipts
         received for, or attributable to the Territory granted herein.

2.3      Without prejudice to the remaining provisions of this Agreement, Peak
         reserves the right:

         2.3.1    to vary the standard form Licences in respect to any one or
                  more prospective Licensees;

         2.3.2    at its sole discretion, to decline consenting to the Agent
                  entering into any one or more Licences negotiated by the Agent
                  on its behalf;

         2.3.3    upon expiration of the rights set forth in the letter
                  agreement attached hereto and made a part hereof as Exhibit 1,
                  to negotiate with and grant manufacturers and other interested
                  parties Licenses in relation to the distribution of
                  merchandise in the Territory provided that during the Term of
                  this Agreement and during any post-termination compensation
                  period set forth in the letter agreement, Agent shall receive
                  a Commission in the amount specified herein in connection with
                  any such distribution in the Territory;

         2.3.4    to exclude certain products otherwise included under this
                  Agreement as specified in Schedule One;

         2.3.5    Intentionally left blank.

3.       PEAK'S OBLIGATIONS

         Peak agrees severally with the Agent throughout the Term:

3.1      Support and Information

         To support the Agent in its efforts to promote Business and in
         particular to supply Agent at Peak's expense with a reasonable number
         of samples of artwork, promotional material, drawings, and general
         information relating to the Merchandising Rights as necessary for Agent
         to conduct the Business contemplated herein, and Peak shall keep the
         Agent reasonably so supplied throughout the Term.

3.2      Advertising and Promotion

         3.2.1    To refer to the Agent any enquiries from prospective Licensees
                  or other leads for the Territory.

         3.2.2    To supply to the Agent information which may come into its
                  possession which may assist the Agent in carrying on the
                  Business.

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3.3      Maintenance of Rights

         Subject to Clause 4.5 of this Agreement to maintain its Merchandising
         Rights during the Term (including obtaining, maintaining and protecting
         intellectual property rights as reasonably necessary to conduct the
         Business contemplated herein) and not to cause or permit anything which
         may damage or endanger them or its title to them or assist or suffer
         others to do so and to promptly consult with the Agent if the
         Merchandising Rights are or appear likely to be damaged or endangered.

3.4      Payment of Monies

         3.4.1    In the event that during the Term of this Agreement or after
                  expiry or termination thereof, Peak shall receive any monies
                  from which Agent shall be due a Commission or other share,
                  Peak shall account to and make any payments due Agent
                  immediately and in any event, within fifteen (15) days
                  following Peak's receipt of any such sums; and

         3.4.2    Peak shall pay interest if it shall make a late payment of any
                  monies due Agent which were previously received by Peak at the
                  rate of 2% per annum above the base rate for the time being of
                  Lloyds Bank Plc.

4.       AGENT'S OBLIGATIONS

         The Agent agrees with Peak throughout the Term:

4.1      Diligence

         To use its best endeavors to diligently assist Peak in protecting the
         interests of Countin Sheep the Brand in the Territory.

4.2      Scope of activity and authority

4.2.1             Not to deal directly or indirectly with any prospective
                  Licensee or with any person if Agent, knows that goods
                  produced under a License granted to such entity would be
                  resold outside the Territory without written approval from
                  Peak.

         4.2.2    Not to describe itself as agent or representative of Peak
                  except as expressly authorised by this Agreement.

         4.2.3    Not to pledge the credit of Peak in any way without the
                  express written approval of Peak.

         4.2.4    Not to make any commission or demand or receive payment from a
                  Licensee for the grant or renewal of a Licence apart from the
                  agreed Commission. Notwithstanding the foregoing, Peak
                  acknowledges and agrees that payments may be received by Agent
                  from a Licensee in

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                  connection with an advertising and/or trade show cooperative
                  fund, provided that such fund shall be established by Agent
                  with Peak's approval and the payments received in connection
                  with such cooperative fund shall be used solely for the
                  funding of a promotional advertisement for the Brand and/or
                  marketing or display of the Brand at sales outlets, trade
                  shows and other similar events and such payments shall not be
                  deemed a part of Gross Receipts.

         4.2.5    Not to make any representations or give any warranties to
                  prospective Licensees other than to those contained in the
                  terms of the Licence.

4.3      Promotion

         To use its best endeavours as commercially reasonable to induce
         manufacturers to make use of the Merchandising Rights in relation to
         the manufacture, promotion or sale of goods for the Territory in
         particular by:

         4.3.1    Conducting meetings at Agent's offices or other locations or
                  by personal visits to and correspondence with potential
                  Licensees as Agent determines reasonably necessary and
                  warranted for the Territory;

         4.3.2    advertising and distribution of publicity matter as Agent
                  determines is reasonably necessary and warranted for the
                  Territory, subject however to the specific prior approval in
                  writing in all cases by Peak of the form of such advertising
                  and publicity matter;

         4.3.3    attendance at trade shows and other sales outlets as Agent
                  determines is reasonably necessary and warranted for the
                  Territory;

         4.3.4    preparing licensing presentation materials for the Brand
                  within a reasonable period of the date of this Agreement in a
                  form approved by Peak in writing prior to use.

4.4      Licences and Approvals

         4.4.1    To use its best endeavors to refer to Peak any enquiries which
                  may come into its possession which may assist Peak or its
                  subsidiaries to grant Licences in connection with the
                  exploitation of the Brand.

         4.4.2    Before entering into any Licence to provide details of the
                  proposed Licensee to Peak.

         4.4.3    Only to enter into Licences with Licensees on terms and in a
                  form which has generally been agreed to with Peak and not to
                  agree any amendments to the Licence without the consent of
                  Peak.

         4.4.4    Forthwith on a Licence being entered into with a Licensee to
                  provide to Peak (as appropriate) a true copy of the Licence.

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         4.4.5    To ensure that all Licenses procured by Agent provide that: 1)
                  before the commencement of manufacture of merchandise,
                  Licensees shall be required to submit to Agent, for Peak's
                  written approval, a sample of each design to be used on
                  products, a sample of any written material to be used on
                  products, a sample of any packaging material and (where the
                  product is to be sold with confectionery) a sample of all
                  printing inks and constituent elements of the product (e.g.
                  resin for PVC collectibles)l and 2) once the design is
                  approved by Peak, the Licensee will be further required to
                  submit to agent, for Peak's written approval, a sample of each
                  product bearing the approved design together with packaging.
                  The Agent shall submit all such samples received by Agent to
                  Peak for Peak's written approval and Agent shall not authorise
                  any Licensee to manufacture any product bearing a design not
                  so approved.

         4.4.6    Intentionally left blank.

4.5      Protection of Property

         4.5.1    Not to knowingly or intentionally cause or permit anything
                  which may damage or endanger the Merchandising Rights or
                  Peak's title to them or knowingly or intentionally assist or
                  allow others to do so.

         4.5.2    To notify Peak of any suspected infringement of Merchandising
                  Rights which may come to Agent's attention.

         4.5.3    To take such reasonable action as Peak (as appropriate) may
                  direct at the expense of Peak in relation to such
                  infringement. Notwithstanding the foregoing, Agent shall not
                  be required to commence or be a party to any action in
                  connection with such infringement unless Agent shall so elect.

         4.5.4    Intentionally left blank.

         4.5.5    To ensure that each Licence procured by Agent includes an
                  indemnity provision from the Licensee for any liability
                  incurred to third parties for any use of the Merchandising
                  Rights otherwise than in accordance with this Agreement and
                  the License (except with respect to claims that the Brand and
                  intellectual property therefore infringe upon the rights of a
                  third party).

         4.5.6    On the expiry or termination of this Agreement forthwith to
                  cease to use the Merchandising Rights save as expressly
                  authorised by Peak in writing.

         4.5.7    Not to apply for registration of any part of the Merchandising
                  Rights as a trade mark but to give Peak at Peak's expense any
                  assistance it may reasonably require in connection with the
                  registration of any part of the Merchandising Rights as a
                  trade mark in any part of the world and not to knowingly or
                  intentionally interfere with Peak in any manner nor attempt

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                  to knowingly or intentionally prohibit Peak's registration of
                  any part of the Merchandising Rights or any name, device or
                  design created or controlled by Peak.

         4.5.8    Not to use the Merchandising Rights otherwise than as
                  permitted by this Agreement.

         4.5.9    Not to use any name or mark confusingly similar to any part of
                  the Merchandising Rights.

         4.5.10   Not to use the Merchandising Rights except directly in the
                  Business.

         4.5.11   Not to use any part of the Merchandising Rights or any
                  derivation of it in its trading or corporate name.

4.5.12            To hold any additional goodwill generated by the Agent for the
                  Merchandising Rights or the Business as bare trustee for the
                  Principal.

4.6      Good Faith

         In all matters to act loyally and faithfully toward Peak.

4.7      Compliance

         4.7.1    To obey Peak's reasonable orders and instructions in relation
                  to the conduct of the Business.

         4.7.2    To conduct the Business in an orderly and businesslike manner
                  maintaining at its own expense an office and organisation
                  suitable and sufficient for the proper timely and efficient
                  conduct of its obligations under this Agreement and to comply
                  in the conduct of the business with all applicable laws,
                  bylaws and requirements of any governmental or regulatory
                  authority applicable to the Business.

4.8      Disclosures

         On entering into this or any other agreement or transaction with Peak
         during the Term or any extensions of it to make full disclosure of all
         material circumstances and of everything known to it respecting the
         subject matter of the relevant contract or transaction which would be
         likely to influence the conduct of Peak including in particular the
         disclosure of other agencies in which the Agent is interested directly
         or indirectly.

4.9      Secrecy

         4.9.1    Not at any time during or after the Term to divulge to any
                  person any information relating to the Business or affairs of
                  Peak which Agent knows or should know to be confidential other
                  than to Agent's attorneys and

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                  accountant or financial advisor and to other persons who have
                  signed a secretary undertaking in the form approved by Peak.

         4.9.2    Not to permit any person to act or assist in the Business
                  other than Agent's attorneys and accountant or financial
                  advisor until such a person has signed such undertaking.

4.10     Accounts

         To keep accurate records and accounts in respect of the conduct of the
         Business and in accordance with generally acceptable accountancy custom
         and practice and in particular:

         4.10.1   At Peak's election and at Peak's sole expense, to have such
                  records and accounts audited by qualified auditors once a year
                  during the Term. Any such election by Peak shall be made in
                  writing to Agent and the costs of such audit shall be paid for
                  by Peak promptly upon Peak's receipt of any invoice therefore.

         4.10.2   At Peak's election and at Peak's sole expense, to have copies
                  of such audited accounts submitted to Peak on an annual basis
                  no later than the 60th day following the end of its financial
                  year (30th April each year) provided that Peak shall have
                  given Agent timely written notice of its election to require
                  such audit so that such audit may reasonably be performed and
                  completed by the date required.

         4.10.3   Keep said accounting records for not less than six years from
                  the date to which they pertain.

         4.10.4   At Peak's election and at Peak's sole expense, to supply to
                  Peak no later than four months after the end of each calendar
                  quarter or such other accounting period agreed to by the
                  Parties, an auditor's unqualified certificate confirming that
                  the Agent has remitted to Peak the correct amounts of monies
                  due under this Agreement for such period. Any such election by
                  Peak shall be made in writing to Agent in a timely manner so
                  as to reasonably allow Agent the necessary time to arrange for
                  such certificate to be provided in the time required and the
                  costs thereof shall be paid for by Peak promptly upon Peak's
                  receipt of an invoice therefore.

         4.10.5   At Peak's election and at Peak's sole expense, to permit a
                  qualified accountant appointed by Peak (such qualified
                  accountant to include the Internal Audit Department of Peak)
                  to inspect the accounting records of Agent pertaining to the
                  Business referred to herein for the purpose of verifying the
                  amounts payable to Peak. Any such inspection shall be
                  conducted at reasonable times during normal business hours and
                  upon no less than ten (10) business days written notice to
                  Agent and such inspection shall be made no more than one time
                  in any twelve months period.

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4.11     Payment of Monies

         4.11.1   The Agent shall use reasonable commercial efforts to
                  diligently collect royalties due from Licensees in connection
                  with Licenses procured by Agent. Notwithstanding the forgoing,
                  Agent shall not be required to commence or be a party to any
                  action in connection with the collection of royalties unless
                  Agent shall so elect.

         4.11.2   The Agent shall within forty five (45) days after the end of
                  each Quarter or such other period agreed between all the
                  Parties from time to time supply to Peak a schedule showing
                  royalties received during the immediately preceeding Quarter
                  and an estimate of royalties outstanding from Licensees
                  together with an aged analysis of outstanding monies together
                  with details of actions taken to recover such outstanding
                  monies.

         4.11.3   The Agent shall immediately and in any event within 7 business
                  days following Agent's receipt of an invoice following the
                  submission of a royalty statement to Peak for the end of each
                  Quarter (or such other period agreed between all the Parties
                  from time to time) as specified in 4.11.2, pay by direct
                  telegraphic transfer into an account nominated by Peak (as set
                  out below) royalties received by the Agent (after deducting
                  Commission due to the Agent and any government imposed
                  withholding tax) for such prior Quarter. Such monies shall
                  become due from the date of invoice.

                  Bank Details Peak Entertainment Ltd
                  Lloyds TSB
                  Sort 30-00-09
                  Act 02560768

         4.11.4   The Agent shall pay interest if it shall make a late payment
                  of monies previously received by the Agent at the rate of 2%
                  per annum above the base rate for the time being of Lloyds
                  Bank Plc.

4.12     Customer List

         To keep a list of actual Licensees and potential Licensees contacted
         and to supply a copy of it to Peak upon request.

4.13     Inspection of Books and Premises

         To permit Peak or its authorized representatives at all reasonable
         times during normal business hours to inspect all things material to
         the Business and to take copies of any relevant document and for this
         purpose to enter any premises used in connection with the Business.
         Peak acknowledges and agrees that any such inspection shall be
         conducted at Peak's expense, upon ten (10) business days

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         written notice to Agent and such inspection shall be made no more than
         one time in any twelve month period.

4.14     Assignment

         Not to assign this Agreement in any way without consent of Peak which
         such consent shall not be unreasonably withheld by Peak.

4.15     Delegation

         Not to delegate any duties or obligations arising under this Agreement
         otherwise than may be expressly permitted under its terms without the
         consent of Peak.

4.16     Pay Expenses

         Except as otherwise provided herein, to pay all expenses of and
         incidental to the carrying on of the Business.

4.17     Information

         To provide Peak within 45 days of the end of each Quarter with the
         following information:

         4.17.1   details of royalty received during the preceding Quarter;

         4.17.2   a forecast, to the extent reasonably possible, of royalties to
                  be received in the next three months;

         4.17.3   details of royalty due and not paid; and

         4.17.4   a Licensee progress statement if reasonably possible.

         4.17.5   Intentionally left blank.

5.       TERMINATION

5.1      This Agreement shall terminate automatically on the Expiry Date and in
         the case of Clauses 5.2 to 5.3 inclusive, forthwith upon service of
         written notice to that effect in the event that a breach referred to in
         such written notice is not cured within the time period provided.

5.2      Breach

         If any of the parties fails to comply with any of the terms and
         conditions of this Agreement and such failure if capable of remedy is
         not remedied within thirty (30) days of receipt of a written notice of
         such failure that the party not in default may terminate this Agreement
         by giving 30 days notice to the other.

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5.3      Insolvency

         If any of the Parties goes into either compulsory or voluntary
         liquidation (save for the purpose of reconstruction or amalgamation) or
         if an administrator or administrative receiver is appointed in the
         respect of the whole or any part of its assets or if any of the Parties
         makes an assignment for the benefit of or composition with its
         creditors generally or threatens to do any of these things (or any
         judgment is made against any of the Parties in any jurisdiction which
         will materially and negatively impact on this Agreement) and such event
         is not remedied within 30 days after notice of the other Parties
         intention to terminate.

6.       TERMINATION CONSEQUENCES

6.1      Procedure

         On the termination of this Agreement the Agent undertakes:

         6.1.1    to return to Peak all samples, drawings, publicity,
                  promotional and advertising material used in the Business
                  which are then in Agent's possession or control;

         6.1.2    not to make any further use nor reproduce nor exploit in any
                  way the Merchandising Rights or Peak's name or any mark or
                  representation confusingly similar to the Merchandising
                  Rights.

6.2      Commission on Termination

         6.2.1    Provided that termination is not due to a material breach of
                  this Agreement by the Agent the Agent shall be entitled:

                  6.2.1.1      to its Commission for the full term of the
                               Licence in respect of Licenses granted before the
                               date of termination but (subject to 6.2.1.2
                               below) and for the full term of any Licenses or
                               other similar agreement entered into by or on
                               behalf of Peak within one (1) year after the date
                               of termination hereof if the Agent may have been
                               responsible in whole or in part for the
                               negotiation of such License or other agreement
                               during the Term of this Agreement or if such
                               License or other agreement is entered into with
                               an entity to whom Peak was introduced by Agent
                               during the Term of this Agreement.

                  6.2.1.       In respect of renewals and extensions made after
                               the date of termination for Licenses granted
                               prior to termination, Agent shall be entitled to
                               receive its Commission under the renewed or
                               extended License at the rate of 50% of the
                               Commission it would have received had this
                               Agreement not been terminated for a period of 2
                               years following the date of renewal of the

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                               License or for the full term of such renewal or
                               extension, whichever is shorter.

         6.2.2    If termination is due to a material breach by the Agent then
                  the Agent shall not be entitled to its Commission in respect
                  of Gross Receipts due from Licensees after the date of
                  termination.

         6.2.3    On termination for whatever reason the Agent shall cease to be
                  entitled to collect royalties from Licensees and instead Peak
                  shall collect such royalties and shall then account to the
                  Agent for the Agent's Commission within 14 days of Peak
                  receiving any Gross Receipts from Licensees for the Territory.
                  On termination, the Agent shall pass to Peak all its records
                  relating to collection of royalties and in particular
                  information related to outstanding royalties.

6.3      Existing Rights

         The expiry or termination of this Agreement shall be without prejudice
         to any rights which have already accrued to either of the Parties under
         this Agreement.

7.       INDEMNITY

7.1      The Agent shall indemnify Peak against all actions, claims, costs,
         damages and expenses which it may suffer or sustain as a result of
         actions of the Agent which have not been authorised by Peak provided
         that Agent shall be given prompt notice of any such action or claims
         and Agent shall have the right, at its sole option, to conduct the
         defense of any such action or claims.

7.2      Peak shall indemnify the Agent against all actions, claims, costs,
         damages and expenses arising out of the Agent's use of the Brand and/or
         the licensing of the Merchandising Rights and intellectual property
         associated with the Brand in accordance with the terms of this
         Agreement provided that peak shall be given prompt notice of any such
         action or claims and Peak shall have the right, at its sole option, to
         conduct the defense of any such action or claims.

8.       INSPECTION

         The Agent shall permit Peak at all reasonable times during normal
         business hours to inspect the Agent's premises in order to satisfy
         itself that the Agent is complying with its obligations under this
         Agreement. Any such inspection shall be made in accordance with the
         provisions set forth in paragraph 4.13.

9.       MISCELLANEOUS

9.1      No Waiver

         No waiver of any of the obligations under this Agreement shall be
         deemed effective unless made in writing nor shall any waiver in respect
         of any breach be

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         deemed to constitute a waiver of or consent to any subsequent breach by
         the Parties of its obligations.

9.2      Notices

         Any Notice to be served on either of the Parties by the other shall be
         sent by pre-paid Recorded Delivery or Registered Post or by facsimile
         to the address stated in Clause1 and shall be deemed to have been
         received by the addressee within 72 hours of confirmed delivery.

9.3      Arbitration

         All questions or differences whatsoever touching this Agreement between
         the Parties shall be referred to a single arbitrator to be agreed upon
         by the Parties, or, failing agreement, to be appointed by the then
         President of the Law Society, such arbitrator to have all powers
         conferred on arbitrators by the Arbitration Act 1950 or any statutory
         modification or re-enactment of it for the time being.

9.4      Choice of Law

         This Agreement shall be governed by English Law in every particular
         including formation and interpretation and shall be deemed to have been
         made in England.

10.      TRANSMISSION OF BENEFIT

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

11.      ENTIRE UNDERSTANDING AND VARIATION

11,1     This Agreement, including Schedule One and Exhibit "1" attached hereto
         and made a part hereof, embodies the entire understanding of the
         Parties in respect of the matters contained or referred to in it and
         there are no promises, terms, conditions or obligations oral or
         written, expressed or implied other than those contained in this
         agreement.

11.2     No other variation or amendment of this Agreement or oral promise or
         commitment related to it shall be valid unless committed to in writing
         and signed by a director of Peak and Agent.

12.      FORCE MAJEURE

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

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         Agreement with the utmost despatch whenever such causes are removed or
         diminished.

13.      HEADINGS

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

AS WITNESS the hands of the duly authorised representatives of the Parties to
this Agreement the day and year first before written.



Signed on behalf of Peak Entertainment Ltd:

/s/ P. Shorrocks
.................................................
(Director)


Date: ..................22-4-04.................


Signed on behalf of

/s/
.................................................
(Director)


Date: ............June 15th 2004................

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                                  SCHEDULE ONE

                                   EXCLUSIONS

                           1) Manufacturing and distribution Rights for Plush
characters in the type, materials and sizes currently a part of the Countin'
Sheep core plush line manufactured by Peak on the date of commencement of this
Agreement shall be excluded from the grant of rights contained in this Agreement
except, as otherwise agreed to by the Parties in a separate letter agreement
attached hereto as Exhibit "1" and Agent shall be entitled to compensation in
connection therewith in the percentage specified in said Exhibit.

                           2) TV and video distribution shall be excluded from
the grant of rights contained in this Agreement, however, Peak acknowledges and
agrees that:

a) should a third party licensed to manufacture and sell toys or other types of
licensed merchandise be granted rights to sell and distribute any videos for the
Brand in combination with any such toy products or other licensed merchandise
(herein referred to as "Video Combination Packages"), Agent shall receive a
Commission from Peak of fifty percent (50%) of the percentage specified in
clause 1.13 of this Agreement (i.e., one-half of Agent's normal Commission) for
all sales and distribution of such Video Combination Packages; and

b) should Studio Works (or an affiliate of Studio Works) be granted rights to
sell and distribute Video Combination Packages, Agent shall receive a Commission
from Peak in the full amount of the percentage specified in clause 1.13 for all
sales and distribution of such Video Combination Packages sold by Studio Works
or its affiliates. However, should another entertainment company (other than
Studio Works or its affiliates) be granted rights to sell and distribute Video
Combination Packages, Agent shall not be entitled to any Commission in
connection with such sales.

For purposes of this Agreement, all references herein to a "video" or "Video
Combination Packages" shall mean video formats, DVD's or other entertainment
recording representation products whether now existing or hereafter created.

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                                       15

<PAGE>

                                   EXHIBIT "1"

                                LETTER AGREEMENT

See Attached.

                                       16


<PAGE>

Charles Day
The Sharpe Company Inc.
1020 Manhattan Beach Blvd., Suite #204
Manhattan Beach, CA  90266, USA

19 Sep 03

Re: Letter of agreement for placement of Countin Sheep plush line for USA
    distribution

Dear Charles:

This letter confirms that The Sharpe Company Inc. ("Shapre") is hereby appointed
by Peak Entertainment Ltd ("Peak") as our sole and exclusive agent to find a
distributor ("Distributor") within nine months commencing October 1st 2003 for
the sale and distribution in the United States of the core plush line of
Countin' Sheep and have them purchased from ourselves FOB Hong Kong at a price
to be paid by the Distributor to be between $1.60 and $1.80 or such higher price
as may be negotiated for orders paid for directly by a customer of the
Distributor (i.e., a "retailer"). If a Distributor is not found within this
initial nine month period then, Sharpe can continue on a month-by-month basis
upon the terms set forth herein, however, either party can terminate this
agreement after the initial nine month period by giving one month's written
notice to the other party. The aforesaid initial nine month period and any
continuation of said period, if applicable, shall be collectively referred to as
the "Term".

As compensation ("Compensation") for Sharpe's services in connection with the
foreign, a commission will be paid as outlined below.

1.) Sharpe shall be entitled to receive from Peak, 8% of the gross order value
on orders bought and paid for by a USA Distributor or, 30% of the royalty amount
agreed upon with the Distributor on orders paid for directly by a retailer
(referred to herein as "Direct Sales"). Peak shall invoice the Distributor or
retailer, as applicable, on all such sales and the percentage Compensation due
Sharpe as specified herein will be paid to Sharpe by Peak as a "Finder's Fee"
promptly on clearance of funds into Peak's account and such "Finder's Fee" shall
be retained by Sharpe and will not be deemed a part of Gross Receipts (as such
term is defined in the Agency Representation Agreement to which this letter is
attached); and

2.) Additionally, all Distributors shall be required to pay Sharpe a royalty on
their sales of the plush product in the United States ar a rate of 10%
(excluding Direct Sales wherein a retailer pays Peak directly) and Peak shall
use its best efforts to ensure compliance with such requirement. Sharpe shall be
entitled to retain a Commission of thirty percent (30%) of the gross royalties
paid by a Distributor in connection with the foregoing and the balance of any
such royalties received by Sharpe shall be remitted to Peak in accordance with
the provisions set forth in the Agency Representation Agreement for payment of
monies due Peak.

For the avoidance of doubt, no royalty shall be paid to Sharpe by the
Distributor in connection with Direct Sales as defined above. Rather, the
parties acknowledge and

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<PAGE>

agree that in the event of any such Direct Sales, the Distributor shall be
required to use its best efforts to negotiate a higher purchase price for the
product which such amount shall include the commission due the Distributor as
well as a royalty amount to be agreed upon by Sharpe and Peak with the
Distributor on a case by case basis. Such purchase price shall be payable by the
retailer directly to Peak, and as provided in paragraph 1 above, Sharpe shall
receive from Peak, 30% of the agreed upon royalty amount incorporated in the
purchase price from payments received by Peak from a retailer in connection with
such Direct Sales. Additionally, Peak shall compensate the Distributor from such
sums received by Peak in connection with any such Direct Sales.

In the event that this agreement for rights to find a Distributor shall expire
or be terminated, Sharpe shall be entitled to continue to receive the
Compensation provided above for the full term of all Commissionable Agreements
(as such term is defined below) and for any modifications, extensions or
renewables of such Commissionable Agreements.

As used herein, a Commissionable Agreement shall be defined as any and all
agreements entered into by or on behalf of Peak during the Term of this
agreement for distribution of the core plush line of Countin'Sheep in the United
States and any such agreements entered into by or on behalf of Peak within a
period of one (1) year after expiration of the Term with any entity to whom Peak
was introduced by Sharpe during the Term hereof or resulting from a deal
proposal substantially negotiated or submitted to Peak by Sharpe during the
Term.

Further, the Parties hereto acknowledge and agree that notwithstanding the
exclusions set forth in Schedule One of the attached Agency Representation
Agreement, during the Term hereof, Sharpe shall also have the sole and exclusive
right to submit proposals to Peak for the manufacture (as well as distribution
and sale) of product comprising the core plush line of Countin' Sheep and should
Peak decide in its sole discretion, to permit the manufacture of such products
for the United States, Sharpe shall be entitled to the Commission set forth in
the Agency Representation Agreement and paragraph 1 of Schedule One of said
Agreement shall be deleted from the exclusions set forth in said Agreement.

Agreed and accepted by:

Peak Entertainment Ltd    /s/ P. Shorrocks
                        --------------------------------------

Name / Title           Commercial Director
                   -------------------------------------------

Date   22-4-04
      -----------------------


The Sharpe Company Inc.     /s/ C.W. Day
                         -------------------------------------

Name /Title    C.W. Day - President
            --------------------------------------------------

Date   June 15th 2004
      -----------------------

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