Exhibit 10.37

                                    AMENDMENT NO. 4 dated as of February 18,
                                    2003 to the Credit, Security, Guaranty and
                                    Pledge Agreement dated as of June 20, 2000,
                                    as amended, among First Look Media, Inc.
                                    (formerly known as Overseas Filmgroup, Inc.)
                                    (the "Borrower"), the Guarantors named
                                    therein, the Lenders referred to therein,
                                    JPMorgan Chase Bank (formerly known as The
                                    Chase Manhattan Bank), as Administrative
                                    Agent (in its capacity as such, the
                                    "Administrative Agent") and as Issuing Bank
                                    (in its capacity as such, the "Issuing
                                    Bank") (as the same may be amended,
                                    supplemented or otherwise modified, the
                                    "Credit Agreement").


                             INTRODUCTORY STATEMENT
                             ----------------------

     The  Lenders and the  Administrative  Agent have agreed to amend the Credit
Agreement, all on the terms and subject to the conditions hereinafter set forth.

     Therefore, the parties hereto hereby agree as follows:

     Section 1. Defined Terms.  Capitalized  terms used herein and not otherwise
defined herein shall have the meaning given them in the Credit Agreement.

     Section 2. Amendments to the Credit Agreement.  Subject to the satisfaction
of the conditions  precedent set forth in Section 3 hereof, the Credit Agreement
is hereby amended as of the Effective Date (as hereinafter defined) as follows:

     (A) The definition "Borrowing Base" in Article 1 of the Credit Agreement is
hereby amended as follows:

          (1) Clause (c) is amended in its entirety to read as follows:

               "(c) the  following  amount  determined  in  accordance  with the
                    appropriate reference period:

                         July 1, 2002 to        The lesser of (i) $11,000,000 or
                         March 31, 2003         (ii) 50% of the Library Credit

                         April 1, 2003 to       The lesser of (i) $10,000,000 or
                         June 30, 2003          (ii) 45% of the Library Credit

                         July 1, 2003 to        The lesser of (i) $9,000,000 or
                         September 30, 2003     (ii) 40% of the Library Credit

                         October 1, 2003 to     The lesser of (i) $8,000,000 or
                         the Commitment         (ii) 35% of the Library Credit
                         Termination Date

<PAGE>


               provided,  that in no event shall the value of the Library Credit
               for purposes of determining  Borrowing  Base exceed  $22,662,262;
               plus"

     (B) The definition of "Library Credit" in Article 1 of the Credit Agreement
is hereby amended in its entirety to read as follows:

               ""Library  Credit"  shall mean  $22,662,262,  as of July 1, 2002,
          which amount  represents the value of Completed but unsold Product and
          which  amount  shall be (i)  decreased  as a result of (a) the sale of
          such Completed but unsold Product by the amount previously included in
          the  value of  Completed  but  unsold  Product  and (b) the  reduction
          resulting from any  adjustment in ultimates  used in  determining  the
          value of  Completed  but  unsold  Product  so that the  ultimates  are
          reflective  of  management's  then current  assessment of the value of
          such  ultimates  and  so  that  such  ultimates  are  consistent  with
          ultimates used for financial  reporting purposes and/or (ii) increased
          as a result of the  acquisition or production of additional  Completed
          but unsold Product by the respective actual  acquisition or production
          cost,  marketing and distribution  costs and fees attributable to such
          item of Product based upon Borrower's  ultimates relating to such item
          of  Product;  the value of the  Completed  but unsold  Product  may be
          redetermined  once every  twelve  (12)  months,  at the request of the
          Administrative  Agent,  by an independent  consultant  selected by the
          Administrative  Agent in its reasonable  discretion to an amount equal
          to the net present value of unsold rights without  double-counting for
          any item of value otherwise included in the Borrowing Base and will be
          subject to periodic downward  adjustments by the Borrower to reflect a
          decrease in market value indicated by subsequent sales.

     (C) The definition of "Unsold Major Foreign  Territory" in Article 1 of the
Credit Agreement is hereby amended in its entirety to read as follows:

               ""Unsold  Major  Foreign   Territory"  shall  mean  each  of  (i)
          Australia/New  Zealand, (ii) Benelux,  (iii) France, (iv) Germany, (v)
          Italy,  (vi)  Japan,  (vii)  Scandinavia,  (viii)  Spain,  (ix) United
          Kingdom,  and (x) all other foreign  territories in the aggregate,  to
          the extent no part of such territory has not been presold."

     (D) The definition of "Unsold  Territory Credit" in Article 1 of the Credit
Agreement is hereby amended in its entirety to read as follows:

               ""Unsold  Territory  Credit" shall mean with respect to each item
          of  Product  being  funded  hereunder,  an amount  equal to 50% of the
          aggregate  amount,  determined on a  territory-by-territory  basis for
          each  Unsold  Major  Foreign  Territory,  of the  lesser  of  (x)  the
          Borrower's  good  faith  estimates  of  the  minimum  guarantee  to be
          obtained with respect to each such Unsold Major Foreign  Territory and
          (y) the Estimated  Value of each such Unsold Major  Foreign  Territory
          (or if the major territories that were sold were sold in the aggregate

                                       2
<PAGE>

          for less than the aggregate  amount  contemplated for such territories
          under  "Estimated  Value,"  an  amount  equal  to the  product  of the
          Estimated  Value of the Unsold Major Foreign  Territory and a fraction
          the numerator of which is the aggregate  contract  amount for the sold
          territories and the  denomination of which is Estimated Value of those
          sold  territories  expressed in dollars;  provided,  however,  that no
          Unsold  Territory  Credit shall be included in the Borrowing Base with
          respect  to such  item of  Product  unless  (i) at least  three of the
          territories   listed  in  the   definition   "Unsold   Major   Foreign
          Territories"  remain unsold and (ii) the Borrower shall have delivered
          to  the  Administrative  Agent  satisfactory   evidence  that  it  has
          concluded presales for at least three (3) of the territories listed in
          the  definition  "Estimated  Value"  (at least  one of which  shall be
          either  France,  Germany,  Japan  or  the  United  Kingdom);   further
          provided,  that  six  months  subsequent  to  Completion,   no  Unsold
          Territory  Credit will be included in the Borrowing  Base with respect
          to such item of  Product  and the  amount of unsold  territory  credit
          shall be reduced upon the sale of such territory by an amount equal to
          the greater of the amount included in the Unsold  Territory Credit for
          that territory and the actual amount of the sale."

     (E) Schedule 1.2 to the Credit Agreement is hereby amended by inserting the
following in its proper place:

<TABLE>
<CAPTION>

          Customer                                       Location      Territory              OFG Limit
          --------                                       --------      ---------              ---------
          <S>                                            <C>           <C>                    <C>
          Anderson Merchandisers (Walmart)               Domestic      USA                      500,000
          Crown Media                                    Domestic      USA                      500,000
          Egmont Entertainment                           Foreign       Netherland             1,000,000
          LAPTV Atlanta Partners                         Foreign       Latin America          1,000,000
          Oxygen                                         Domestic      USA                      500,000
          Premium Movie Partnership                      Foreign       Australia                250,000
          Presidio Corporation                           Foreign       Japan                    500,000
          Spentzos Film                                  Foreign       Greece                   500,000
          Telecine                                       Foreign       Brazil                   500,000

</TABLE>

     Section 3. Conditions to Effectiveness. The effectiveness of this Amendment
is subject to the receipt by the  Administrative  Agent of  counterparts of this
Amendment which, when taken together,  bear the signatures of the Borrower, each
Guarantor,  the Administrative Agent, the Issuing Bank and the Lenders which, in
the  aggregate,  hold the minimum  percentage of the aggregate  Credit  Exposure
required  pursuant to Section 13.11 of the Credit  Agreement  (the date on which
such condition has been satisfied being herein called the "Effective Date").

     Section 4. Representations and Warranties. Each Credit Party represents and
warrants that:

     (A)  after  giving  effect  to  this  Amendment,  the  representations  and
warranties  contained  in the  Credit  Agreement  are  true and  correct  in all
material  respects on and as of the date hereof as if such  representations  and
warranties had been made on and as of the date hereof (except to the extent that

                                       3
<PAGE>

any such representations and warranties specifically relate to an earlier date);
and

     (B) after giving effect to this  Amendment,  no Event of Default or Default
will have occurred and be continuing on and as of the date hereof.

     Section 5. Further Assurances.  At any time and from time to time, upon the
Administrative  Agent's  request and at the sole expense of the Credit  Parties,
each Credit Party will promptly and duly execute and deliver any and all further
instruments  and  documents and take such further  action as the  Administrative
Agent reasonably deems necessary to effect the purposes of this Amendment.

     Section  6.   Fundamental   Documents.   This  Amendment  is  designated  a
Fundamental Document by the Administrative Agent.

     Section 7. Full Force and Effect.  Except as expressly amended hereby,  the
Credit  Agreement and the other  Fundamental  Documents  shall  continue in full
force and effect in accordance  with the provisions  thereof on the date hereof.
As used in the  Credit  Agreement,  the  terms  "Agreement",  "this  Agreement",
"herein",  "hereafter",  "hereto", "hereof", and words of similar import, shall,
unless the context otherwise  requires,  mean the Credit Agreement as amended by
this Amendment.

     Section  8.  APPLICABLE  LAW.  THIS  AMENDMENT  SHALL  BE  GOVERNED  BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     Section 9.  Counterparts.  This  Amendment  may be  executed in two or more
counterparts,  each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.

     Section 10. Expenses. The Borrower agrees to pay all out-of-pocket expenses
incurred  by the  Administrative  Agent  in  connection  with  the  preparation,
execution  and delivery of this  Amendment,  including,  but not limited to, the
reasonable fees and disbursements of counsel for the Administrative Agent.

     Section 11.  Headings.  The headings of this Amendment are for the purposes
of  reference  only and shall not  affect the  construction  of or be taken into
consideration in interpreting this Amendment.


                                       4
<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereby have caused this  Amendment to be
duly executed as of the date first written above:

                              BORROWER:

                              FIRST LOOK MEDIA, INC. (formerly known as OVERSEAS
                              FILMGROUP, INC.)



                              By: /s/  William F. Lischak
                                  ____________________________________
                                     Name: William F. Lischak
                                     Title:

                              GUARANTORS:
                              INTRASTATE FILM DISTRIBUTORS, INC.



                               By: /s/  William F. Lischak
                                  ____________________________________
                                     Name: William F. Lischak
                                     Title:

                              FIRST LOOK MUSIC, INC. (formerly known as
                              JACARANDA MUSIC, INC.)



                               By: /s/  William F. Lischak
                                  ____________________________________
                                     Name: William F. Lischak
                                     Title:

                              WALRUS PICTURES, INC.



                               By: /s/  William F. Lischak
                                  ____________________________________
                                     Name: William F. Lischak
                                     Title:

                              ALIEN TOWERS, INC.



                               By: /s/  William F. Lischak
                                  ____________________________________
                                     Name: William F. Lischak
                                     Title:

                                       5
<PAGE>

                              CODE 99 PRODUCTIONS, INC.



                               By: /s/  William F. Lischak
                                  ____________________________________
                                     Name: William F. Lischak
                                     Title:

                              MAP PRODUCTIONS, INC.



                              By: /s/  William F. Lischak
                                  ____________________________________
                                     Name: William F. Lischak
                                     Title:

                               LENDERS:

                               JPMORGAN CHASE BANK
                               (formerly known as The Chase Manhattan Bank),
                                Individually and as Administrative Agent
                                and Issuing Bank



                               By: /s/ Dennis Hefferman
                                   ____________________________________
                                     Name:  Dennis Hefferman
                                     Title: Vice President

                               BNP PARIBAS



                               By: /s/ C. Bettles
                                   ____________________________________
                                     Name:  C. Bettles
                                     Title:  Managing Director


                               By:  /s/ Tjalling Terpstra
                                   ____________________________________
                                     Name:  Tjalling Terpstra
                                     Title:  Director

                               BANKGESELLSCHAFT BERLIN AG



                               By:  /s/ Herc van Wyk
                                    ____________________________________
                                     Name: Herc van Wyk
                                     Title: Director



                               By:  /s/ Gabriela Sarafjan
                                    ____________________________________
                                     Name: Gabriela Sarafjan
                                     Title: Manager

                                       6
<PAGE>



                               CITY NATIONAL BANK



                               By: /s/ Norman B. Starr
                                   ____________________________________
                                     Name: Norman B. Starr
                                     Title:Senior Vice President

                               COUTTS & CO.



                               By: /s/  C. P. Collins
                                   ____________________________________
                                     Name: C. P. Collins
                                     Title:  Commercial Banker

                               COMERICA BANK - CALIFORNIA



                               By:  /s/  Carmen Carpenter
                                    ____________________________________
                                     Name:  Carmen Carpenter
                                     Title:  Vice President

                               VEREINS-UND WESTBANK AG



                               By:  /s/  A. Druskeit
                                    ____________________________________
                                     Name: A. Druskeit
                                     Title: Assistant Vice President


                                       7