EXHIBIT 10.31

                                      TITLE

                PROCESS OF PRODUCING PERSONALIZED VIDEO CARTOONS
 5
                          BACKGROUND OF THE INVENTION

         Field of the Invention

10       The present invention relates to a process for the producing a
         personalized cartoon, for example a cartoon incorporating an image of
         the face of a child or an infant in an animated cartoon sequence.

         Description of the Related Art
15

         The incorporation of images of real people into digitized animation
         sequences is at the present time used for various purposes, including
         the production of interactive video games.

         However, prior art techniques for this purpose are complicated and,
         therefore, expensive.

20
         It is accordingly an object of the present invention to provide a novel
         method of producing personalized video cartoons in a simple manner on
         inexpensive, readily available computer equipment.

25                        BRIEF SUMMARY OF THE INVENTION

         According to the present invention, a process for the production of a
         personalized video cartoon comprises providing      *      first image
         in a digital format of a face of an actual person to be included in the
         cartoon, and      *
                The first image is then inserted into an animated cartoon

* Language has been omitted and filed separately with the Securities and
  Exchange Commission pursuant to a request for confidential treatment.





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         sequence in a digital format to provide a plurality of first image
         files.

         An audio narration signal, incorporating the name of the person,  *

 5                        To facilitate an approximate synchronization of the
         image clips and the narration clips, the narration clips are then
         associated with respective ones of the animation clips and are
         recorded, together with the animation clips, as an audio and video
         recording of the personalized cartoon.

10       *

15       *

         In the preferred embodiment of the invention a musical soundtrack is
         recorded as a MIDI file, which is processed to adjust the playback
         speed of the soundtrack to correspond to the animation clips.

20

                        BRIEF DESCRIPTION OF THE DRAWINGS

         The invention will be more readily apparent from the following
         description thereof when taken in conjunction with the accompanying
         drawings, in which:

25

                  Figures 1 through 6 diagrammatically illustrate successive
                  steps in a production process for the incorporation of an
                  image of a face into a cartoon;

                  Figure 7 shows a block diagram illustrating successive
                  production steps in the method


* Language has been omitted and filed separately with the Securities and
  Exchange Commission pursuant to a request for confidential treatment.



                                       -3-

                  of Figures 1 through 6;

                  Figures 8 and 9 show, in greater detail, the production scheme
                  illustrated by the block diagram of Figure 7; and

5

                  Figure 10 shows a computer network and associated accessories
                  for use in the cartoon production process; and 

                  Figure 11 diagrammatically illustrates the synchronization of
                  animation clips and narration clips.
10                

                           THE PREFERRED EMBODIMENTS

         Figure 1 shows a photograph, indicated generally by reference numeral
15       11, bearing the image, indicated generally by reference numeral 12, of
         a child which is to be incorporated into an animated cartoon in the
         cartoon production process described below.

         To facilitate commercialization of this process, the production process
         is automated so as to require minimal human involvement and interaction
         time, and also is able to be performed utilizing low cost,
20       commercially available personal computer systems.

25       *

         In procedure 19, a digitized name is obtained, which can then be
         incorporated in procedure 21 in the rendering of an animation sequence
         and face image data from storage 17 to produce


* Language has been omitted and filed separately with the Securities and
  Exchange Commission pursuant to a request for confidential treatment.




                                       -4-

         a personalized cartoon. Data from procedure 21 can be employed in
         procedure 23 to produce a CD-ROM record of the personalized cartoon.

         Also, the face image data from storage 17 can be employed in procedure
 5       25 to make a personalized coloring book.






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10

15
                                        *
20

25

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* Language has been omitted and filed separately with the Securities and
  Exchange Commission pursuant to a request for confidential treatment.



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10

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                                     FIG. 1

                            [image of child's face]




                                     FIG. 2

                            [image of child's face]



                                      -29-



                                     FIG.3

               [image showing prior image of child's face removed]


                                     FIG. 4

                            [image of child's face]



                                      -30-




                                     FIG. 5

                       [image of headless animated bodies]






                                     FIG. 6

               [image of same bodies with childs' faces attached]





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                                                    Attorney's Docket No. 83PIUS

             DECLARATION AND POWER OF ATT0RNEY - ORIGINAL APPLICATION

As a below named inventor, I hereby declare that:

My residence, post office address and citizenship are as stated below beneath
my name.

I believe I am the original, first and sole inventor (if only one name is listed
below) or an original, first and joint inventor (if plural names are listed
below) of the subject matter which is claimed and for which a patent is sought
on the invention entitled PROCESS OF PRODUCING PERSONALIZED VIDEO CARTOONS, the
specification of which

        (check one) X is attached hereto.
                   was filed on                   as Application Serial No.
                   and was amended on

I hereby state that I have reviewed and understood the contents of the
above-identified specification, including the claims, as amended by any
amendment referred to above.

I acknowledge the duty to disclose information which is material to the
examination of this application in accordance with Title 37, Code of Federal
Regulations, S 1.56(a).

I hereby claim foreign priority benefits under Title 35, United States Code, 
S 119 of any foreign application(s) for patent or inventor's certificate listed
below and have also identified below any foreign application for patent or
invention certificate having a filing date before that of the application on
which priority is claimed.

  Prior Foreign Application(s)                           Priority Claimed
                                                         ----------------
  None
  -----------                   ---------                --------------
(Number)                        (Country)                (Day/Month/Year Filed)

  -----------                   ---------                --------------
(Number)                        (Country)                (Day/Month/Year Filed)

  -----------                   ---------                --------------
(Number)                        (Country)                (Day/Month/Year Filed)

I hereby claim the benefit under Title 35, United States Code, S 120 of any
United States application(s) listed below and, insofar as the subject matter of
each of the claims of this application is not disclosed in the prior United
States applications in the manner provided by the first paragraph of Title 35,
United States Code, S 112, I acknowledge the duty to disclose material
information as defined in Title 37, Code of Federal Regulations, S 1.56(a) which
occurred between the filing date of the prior application and the national or
PCT international filing date of this application:


                                                      
None
- ---------------                 -------------               -----------------------
(Application Serial No.)        (Filing date)               (Status)(patented, pending, abandoned)

- ---------------                 -------------               -----------------------
(Application Serial No.)        (Filing date)               (Status)(patented, pending, abandoned)






xxxxxxxxxx, I hereby appoint the following attorney(s) and/or agent(s) to
prosecute this application and to transact xxxxxxxxxxxxxxx Patent and Trademark
Office connected therewith:

            BRIAN M. LONG                   Registration No. 28,815.

XXXXX CORRESPONDENCE TO:                  Brian M. Long,
                               Suite 600,890 West Pender Street,
                                 Vancouver, British Columbia,
                                         CANADA, V6C 1J9.

DIRECT TELEPHONE CALLS TO: Brian M. Long (604) 687-5513

I hereby declare that all statements made herein of my own knowledge are true
and that all statements made on information and belief are believed to be true;
and further that these statements were made with the knowledge that wilful false
statements and the like so made are punishable by fine or imprisonment, or both,
under section 1001 of Title 18 of the United States Code and that such wilful
false statements may jeopardize the validity of the application or any patent
issued thereon.

Full name of sole or first inventor: Bradley Kelly Dahl

Inventor's signature /s/ B Dahl
                    ------------
                                                                     July 7/1994
                                                                     -----------
                                                                     Date

Residence:           Vancouver, British Columbia, Canada
Citizenship:         Canadian
Post Office address: 430 West 15th Avenue, Vancouver, British Columbia,
                     Canada VSY IY4.

600.83






                                         KPI 202-KFM:jq

                IN THE UNITED STATES PATENT AND TRADEMARK OFFICE

Applicant                          :    Bradley K. Dahl 

Serial No.                         :    08/276,809

Filed                              :    July 18, 1994

For                                :    PROCESS OF PRODUCING PERSONALIZED VIDEO
                                        CARTOONS

Art Unit                           :    2412

Examiner                           :    P. Roberts

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                                              November 7, 1995

Hon. Commissioner of Patents
     & Trademarks
Washington, DC 20231

SIR:

                            AMENDMENT UNDER RULE 111

         Responsive to the Office Action issued August 7, 1995, 1995, please
amend the above-identified patent application as follows:

IN THE TITLE OF THE INVENTION:

         Please delete the title and replace as follow: --PROCESS FOR PRODUCING
         A COMPUTER GENERATED IMAGE SEQUENCE WITH AUDIO SYNCHRONIZED WITH
         ANIMATED IMAGE PORTIONS--

IN THE SPECIFICATION:

         Page 17, line 17, change "in" to --and--.
         Page 19, line 5, change "name" to --same--.






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CONCLUSION

         Applicant has amended the claims to make then more definite. Claim 1
has also been amended to emphasize distinctions from the art, while eliminating
unnecessary limitations.

         The cited art is distinguished from the claims.

                                       14





         Applicant provides herewith an Information Disclosure Statement, citing
references which applicant believes to be material to the examination. These
references are believed distinguished by the claims as drafted.

         Applicant believes that the application is now in form for allowance.
An early notice of allowance and passage to issue is solicited. The examiner is
respectfully requested to contact the undersigned to resolve any issues of
informality outstanding.

                                           Respectfully submitted,

                                           /s/ Steven M. Hoffberg
                                           ----------------------
                                           Steven M. Hoffberg
                                           Reg. No. 33,511

FURGANG & MILDE, LLP
2 Crosfield Avenue - Suite 210
West Nyack, NY 10994

(914) 353-1818

I hereby certify that this correspondence
is being deposited with the United States
Postal Services as first class mail in an
envelope addressed to: Commissioner of
Patents and Trademarks, Washington, D.C.
20231 on November 7, 1995


           FURGANG & MILDE, LLP

By
  --------------------------------------

Date         November 7, 1995
    ------------------------------------


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