Amendment to Distribution Agreement

                                                                   EXHIBIT 10.39

Paul Hembury

76 Dean Street

London   W1D 3SQ

Dear Paul,

      Amendment to Distribution Agreement between Peak Entertainment Ltd. &

Video Collection International Ltd., dated 29 April 2004 (Contract number 4703)

This letter is to confirm our recent discussion regarding the rescheduling of

the production and subsequent broadcast of the Monster in My Pocket series.

Please can you review the amendments below, which all relate to this

rescheduling, and sign and return the enclosed copy of this letter.

Amendments

"Delivery Date"        Replace "not later than 6 months following signature

                      unless otherwise agreed" with "5 episodes by