EXHIBIT 10.23

                               Instar Holdings Inc
                            R.R.E. Commercial Centre
                                     Majuro
                           Marshall Islands ("Instar")
                                       and
                      Universal Independent Holding Limited
                                   PO Box 438
                              Tropic Isle Building
                                   Wickams Cay
                                    Road Town
                                     Tortola
                      British Virgin Islands ("Universal")

To:      Capital Media (UK) Limited
                  ("Capital Media")

and      Capital Media Group Limited
                   ("Capital Media Group")

and      Onyx Television GmbH
                  ("Onyx")

and      Superstar Ventures Limited
                  ("Superstar")

Date:                  1998

Dear Sirs

CAPITAL MEDIA GROUP LIMITED

1        We refer to

         (i)      certain financing arrangements pursuant to which Instar has
                  made available a loan to Capital Media of US$2,000,000 (the
                  "Instar Loan") and Universal has received a counter-indemnity
                  from Capital Media in respect of certain obligations
                  undertaken by Universal on behalf of Capital Media (the
                  "Universal Obligations") and in respect of which we were
                  granted certain guarantees and security by Capital Media,
                  Capital Media Group and Onyx; and

         (ii)     a letter of undertaking dated on or about 12 January 1998 and
                  made between us which you confirm by signing and agreeing to
                  the terms of this letter is a complete and accurate record of
                  the arrangements existing between us notwithstanding that the
                  documentation existing in respect of (i) has not been amended
                  to reflect such letter. (together the "Documentation")

2        We note that under the Documentation our consent is required to any
         amendment of the terms thereto.

3        We hereby confirm that, subject to the matters described in paragraph 4
         below, we


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         consent to:

         (a)      the amendment of the Instar Loan such that:

                  (i)      the loan together with all interest whether accruing
                           or accrued thereon (the "Debt") shall be repaid in 6
                           instalments of US$50,000 payable on the 15th of each
                           month commencing on the 15th July 1998 and thereafter
                           in instalments of US$200,000 on the 15th of each
                           month until such time as the Debt together with all
                           obligations (including costs) arising under the
                           Instar Loan (together the "Instar Obligations") are
                           discharged in terms of the Instar Loan and certain of
                           the Documentation, save that in the event Capital
                           Media and/or Capital Media Group raises any funding
                           (from whatever source including debt and/or equity)
                           at any time prior to the repayment in full of the
                           Instar Obligations in any amount greater than or
                           equal to US$1,000,000 in addition to the funding of
                           US$11,640,000 (financed by A.B. Group and/or
                           Superstar in accordance with the cashflows notified
                           at the date hereof to Instar committed at the date of
                           this letter) (the date of receipt of any such funds
                           being referred to as the "Funding Date"); 

                           (A)      to the extent not previously amended the
                                    scheduled repayments of US$200,000 shall be
                                    increased to US$250,000 with effect from the
                                    Funding Date;

                           (B)      an amount of the Instar Obligations equal to
                                    US$50,000 multiplied by the number of
                                    payments of US$200,000 made and/or due and
                                    remaining unpaid up to the Funding Date
                                    shall be immediately due and repayable; and

                           (C)      if the amount of funding raised is greater
                                    than an amount of US$1,000,000 an amount of
                                    the Instar Obligations equal to forty per
                                    cent (40%) of the amount raised in excess of
                                    US$1,000,000 shall be immediately due and
                                    repayable;

                  (ii)     Instar's rights to convert the Instar Obligations (or
                           any part thereof) to shares in Capital Media Group
                           shall only be at such rate as is offered from time to
                           time to any existing or potential investors in
                           Capital Media Group. Instar is to be notified at
                           least ten business days prior to any Capital Media
                           Group share offer being closed or in the event there
                           is no closing date at least 10 business days but not
                           more than 15 business days prior to the placing
                           documentation being effected (which for the avoidance
                           of doubt shall mean the date the investment is made
                           by the investor and the shares are issued) or such
                           lesser period as Instar may in its absolute
                           discretion agree;

                  (iii)    Capital Media shall pay to KPN Telecom (previously
                           PTT Telecom) all


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                           amounts as may from time to time be required by KPN
                           Telecom and/or Universal to reduce and/or discharge
                           the guarantee in respect of the Transponder Lease
                           given by Universal in accordance with its terms; and

                  (iv)     Capital Media shall pay all outstanding costs under
                           the Instar Facility by 31 December 1998 including
                           /pound sterling/30,000 being the balance of costs
                           outstanding at such date, as per the invoices issued
                           to Instar by SJ Berwin & Co prior to such date.

         (b)      Superstar having the right at any time (subject to reasonable
                  notice) to pay us an amount equal to all (but not part) of the
                  obligations (of whatever kind) of Capital Media, Capital Media
                  Group and Onyx owing to us pursuant to the Documentation and
                  on payment we shall transfer (so far as we are able) any
                  security that we have for such obligations.

4        PROVIDED ALWAYS THAT our consent hereunder in respect of the matters
         described in paragraphs 3(a) and (b) above is conditional upon, and
         shall not be effective until, the date the following conditions are
         confirmed in writing by ourselves as satisfied:

                  (i)      Superstar, Capital Media, Capital Media Group and
                           Onyx executing such documentation as we may require
                           (including a deed or priority) confirming that any
                           monies owed to Superstar by Capital Media, Capital
                           Media Group and Onyx shall rank and be paid out after
                           satisfaction of all liabilities and obligations (of
                           whatever type) to ourselves pursuant to the
                           Documentation by Capital Media, Capital Media Group
                           and Onyx. For the avoidance of doubt, the deed of
                           priority will include restrictions (of a type
                           customarily found in a subordination deed for full
                           subordination under English law) on Superstar
                           exercising its rights (without the consent of Instar
                           and Universal (as the case maybe) pursuant to the
                           security which it has in respect of Capital Media,
                           Capital Media Group and Onyx or otherwise against
                           Capital Media Group, Capital Media and Onyx in
                           accordance with the priority of Instar and Universal
                           (as the case maybe) as first chargee of Capital Media
                           and Capital Media Group;

                  (ii)     execution by Capital Media, Onyx and Capital Media
                           Group of an amendment letter amending the Instar Loan
                           as per paragraph 3(a) above:

                  (iii)    confirmation from SJ Berwin & Co that part of the
                           legal costs of Instar pursuant to its on-going
                           financing arrangements with Capital Media and Capital
                           Media Group in the amount of /pound sterling/10,000
                           have been paid by Capital Media to the client account
                           of SJ Berwin & Co at Barclays Bank PLC 8/9 Hanover
                           Square, London Account Number 10644994, Sort Code
                           20-30-47;

                  (iv)     receipt by Instar of the duly executed original share
                           certificates relating to

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                           all the issued shares of Capital Media (the
                           "Shares"); and

                  (v)      duly executed blank stock transfers in respect of the
                           Shares.

5        This letter shall be governed by and construed in accordance with
         English law and, for the exclusive benefit of ourselves, each of
         Capital Media, Capital Media Group, Onyx and Superstar irrevocably
         submits to the exclusive jurisdiction of the courts of England and
         appoints Stephen Coleman of 16 Allandale Avenue, London N3 3PJ to
         accept service of all legal process arising out of or connected with
         this letter.

6        Superstar, Capital Media and Capital Media Group confirm that, in
         consideration of our consent to the variation to the Documentation
         described above, that from the date of this letter they shall not cause
         or allow anything to be done which may prejudice the terms of this
         letter and or Instar's security for the Instar Loan.

7        It is acknowledged by Capital Media that non-performance (other than by
         reason of non-performance by Instar or Universal of their obligations
         under this letter) by Superstar, Capital Media, Capital Media Group and
         Onyx of any actions required to give effect to the transactions
         contemplated by this letter shall be a breach of the terms of the
         Instar Loan and constitute an event of default under clause 15 of the
         facility letter of 31 October 1996 relating to the Instar Loan.

8        Capital Media shall be liable for all costs and fees of Instar and/or
         Universal arising from this letter and/or the actions contemplated by
         this letter.

9        This letter maybe executed in any number of counterparts and all of
         such counterparts shall be deemed to constitute one instrument.

10       Could you please confirm your agreement to the terms of this letter by
         signing and returning the enclosed copy.

Yours faithfully

/s/__________________________
For and on behalf of
Instar Holdings Inc


/s/__________________________
for and on behalf of
Universal Independent Holdings Limited




We confirm our agreement to the terms of this letter.

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/s/ 
---------------------------------
For and on behalf of
Capital Media (UK) Limited



We confirm our agreement to the terms of this letter.

/s/ 
---------------------------------
For and on behalf of
Capital Media Group Limited



We confirm our agreement to the terms of this letter.


/s/ 
---------------------------------
For and on behalf of
Onyx Television GmbH



We confirm our agreement to the terms of this letter.


/s/
---------------------------------
For and on behalf of
Superstar Ventures Limited