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                                                                    EXHIBIT 10.1

As of January 9, 1998



Messrs. Tom Daniels and Craig Sussman
MediaWorks International
1219 Morningside Drive
Los Angeles, CA  90266

Dear Tom and Craig,

        Further to our discussions regarding finalizing the terms of the joint
venture between The Producers Entertainment Group Ltd. ("TPEG") and MediaWorks
International ("MWI"), this letter will set out the agreed upon terms and
conditions. Please sign below indicating your concurrence with this structure:

        1)     The joint venture has been established effective November 16,
               1997 to assist MWI with its growth and financing requirements;

        2)     MWI will be primarily responsible for securing the programming.
               TPEG will endeavor to bring some programming to the joint
               venture. Projects to be included will be identified by the
               parties and agreed upon regularly. See attached initial program
               list:

        3)     MWI will handle all international distribution. TPEG will handle
               any domestic distribution for projects which have a domestic
               rights option associated with them;

        4)     TPEG provides standby financing for TPEG approved co-production
               projects and acquisitions to a cumulative maximum of US$1 million
               in the first year. TPEG also arranges, or assist in arranging,
               co-production financing when required for such programming;

        5)     Any monies advanced by MWI or TPEG will be recoupable, in first
               position, out of first revenues. In the case of co-productions,
               it will be an item of the budget;

        6)     TPEG will be responsible for arranging bank lines of credit, as
               required, to finance approved contracts generated by the joint
               venture;

        7)     On all approved projects, TPEG receives the first 15% of the net
               revenues from the joint venture. In consideration of its standby
               commitment. TPEG then receives an additional 50% of the net
               revenues. MWI receives the balance of the net revenues, with net
               revenue being defined as MWI's commission on the project less
               direct third party costs associated therewith;

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        8)     MWI agrees to maintain the records for the joint venture and
               provide financial statements to TPEG on a quarterly basis, with
               the first financial statement to be for the initial ended March
               31, 1998. TPEG shall have access to all records related to the
               joint venture for review by its accounting personnel on five
               business days notice;

        9)     MWI will be responsible for all invoicing and collection
               associated with the joint venture;

        10)    The parties agree that any projects within the joint venture may
               be pledged for financing purposes upon the reasonable agreement
               of both parties;

        11)    The parties agree that the first payment related to this joint
               venture shall be made within 60 days after June 30, 1998;

        12)    This joint venture agreement may be terminated by either party on
               three months notice;

        13)    In the event that the discussion between TPEG and MWI should
               result in an acquisition agreement on the part of TPEG, the joint
               venture would be terminated on the date of closing of the
               purchase;

        14)    The parties agree that they both have the corporate power to
               enter into this joint venture agreement.


Yours truly,
THE PRODUCERS ENTERTAINMENT GROUP LTD.

/s/Irwin Meyer

Irwin Meyer
CEO


I/we understand with the terms and conditions set out above.

Dated this 18th day of February, 1998.

/s/ Craig Sussman
/s/ Tom Daniels

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MWI Distribution, Inc.

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