Agreement with Entertech Releasing Corp. (No 10.415)
Re: "Ca commence aujourd'hui"/USA.

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                                   DEAL TERMS
--------------------------------------------------------------------------------


Agreement made as of May 25, 1999 by and between:

LE STUDIO  CANAL+,  a French  corporation  with its principal  place of business
located at 17, rue Dumont d-Urville, 75116 Paris (FRANCE) ("Licensor"), and

ENTERTECH  RELEASING CORP., an American  corporation with its principal place of
business  located at 4929  Wilshire  Blvd.,  Suite 830, Los Angeles,  California
90010 (USA) ("Distributor").

Subject  to  timely  payment  of  all  monies  due  Licensor  and  Distributor's
performance  of all  other  terms and  conditions  of this  Agreement,  Licensor
licenses exclusively to Distributor,  and Distributor accepts from Licensor, the
Licensed  Rights  to the  Picture  in the  Territory  for  the  Term  and in the
Authorized  Language  identified  below on all the terms and  conditions of this
Agreement.  When  not  defined  where  they  first  appear,  words  used in this
Agreement  are  otherwise   defined  in  the  Standards  Terms  or  Schedule  of
Definitions attached hereto.

1. - THE PICTURE:  The word "Picture"  refers to the  feature-length  theatrical
motion picture containing the Required Elements set forth in Exhibit "A".

2. - TERRITORY:  The word  "Territory"  refers to those  territories  defined in
Exhibit "B".

3. - TERM: The "Term" of this Agreement is ten (10) years commencing on the date
of notice by Licensor  that Licensor is prepared to deliver the materials to the
Picture.

4. - LANGUAGE:  The term  "Authorized  Language  Version"   refers to the French
original  language  version of the  Picture  which  Distributor  is  entitled to
exploit  in the  languages  set  forth  herein  for  the  countries  and  Rights
specified: English subtitled.

The soundtrack on any subtitled version shall be in the French original language
version of the Picture.

5. - LICENSED RIGHTS TERMS: A Right is licensed to Distributor only if expressly
so designated by mark in the "Yes" box (collectively the "Licensed Rights"). Any
Right not marked or marked in the "No" box is a "Reserved Right" of Licensor.

5.1  Cinematic Rights:

                            Licensed                  Holdback

Theatrical                [X] Yes   [  ] No            N/A
Non-Theatrical            [X] Yes   [  ] No            N/A
Public Video              [X] Yes   [  ] No            N/A

5.2  Ancillary Rights:
     ----------------
                           Licensed                  Holdback

Airline                   [ ] Yes   [X] No             N/A
Ship                      [ ] Yes   [X] No             N/A
Hotel                     [ ] Yes   [X] No             N/A


                                      DT-1

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Agreement with Entertech Releasing Corp. (No 10.415)
Re: "Ca commence aujourd'hui"/USA
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5.3  Video Rights:

<TABLE>
<CAPTION>
                        Licensed             Type    Format     Holdback
<S>                     <C>                  <C>     <C>        <C>
Home Video              [X] Yes   [ ] No     C/D       N        Until 6 months from First Theatrical Release
Commercial Video        [X] Yes   [ ] No     C/D       N        Until 6 months from First Theatrical Release
</TABLE>

         Allowed Types are "C" for Videocassette,  "D" for Videodisc and DVD, or
         "All" for all Types. Allowed Formats are "N" for NTSC, "P" for PAL, "S"
         for SECAM, or "All" for all Formats.

With  respect  to DVD,  Distributor  agrees  to  consult  with  Licensor  before
manufacturing and exploiting the DVD of the Picture.

5.4   Television Rights:

<TABLE>
<CAPTION>
Pay TV            Licensed             Runs/Playdates       Holdback
------            --------             --------------       --------
<S>               <C>                  <C>                  <C>
Terrestrial       [X] Yes   [ ] No     Unlimited            Until 6 months from First Video Release
Cable             [X] Yes   [ ] No     Unlimited            Until 6 months from First Video Release
Satellite         [X] Yes   [ ] No     Unlimited            Until 6 months from First Video Release

Free TV
Terrestrial       [X] Yes   [ ] No     Unlimited            Until 12 months from First Video Release
Cable             [X] Yes   [ ] No     Unlimited            Until 12 months from First Video Release
Satellite         [X] Yes   [ ] No     Unlimited            Until 12 months from First Video Release
</TABLE>

6. -  RELEASE  DATES:  Distributor  must  cause  the  First  Theatrical  Release
throughout the Territory no later than December 31, 1999 in New York City and in
no less than ten (10) major cities throughout the Territory.

Distributor  can not exploit any Licensed Right before the end of its applicable
Holdback Period.

It has already been agreed between  Licensor and Distributor that Canadian Video
and Television  exploitation  shall be "day and date" with the applicable United
States of America exploitation.

Distributor must exploit each of the Licensed Rights no later than one (1) month
after the end of each applicable Holdback Period.

7. - DISPOSITION OF RECEIPTS:

         (7.1)    Gross  Receipts  derived  from the  exploitation  of Cinematic
                  Rights shall be divided  between  Distributor  and Licensor as
                  follows and in the following order:

                  (i)      First,  Distributor  shall retain One Hundred Percent
                           (100%)  of  such   Gross   Receipts   to  recoup  its
                           Recoupable Distribution Costs; and




                                      DT-2

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Agreement with Entertech Releasing Corp. (No 10.415)
Re: "Ca commence aujourd'hui"/USA
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                  (ii)     Next, subject to Article 10, Distributor shall retain
                           fifty percent (50%) of such Gross Receipts for itself
                           and shall  remit  fifty  percent  (50%) of such Gross
                           Receipts to Licensor.

         (7.2)    Rental and Sell-Through  Wholesale Gross Receipts derived from
                  the  exploitation  of Video  Rights  shall be divided  between
                  Distributor and Licensor as follows:

                  (i)      Seventy  percent  (70%)  of such  Gross  Receipts  to
                           Distributor; and

                  (ii)     Thirty  percent  (30%)  of  such  Gross  Receipts  to
                           Licensor.

                  All  Video   Distribution   Costs  will  be   deducted  f  rom
Distributor's share of Gross Receipts.

         (7.3)    Gross  Receipts  derived from the  exploitation  of Television
                  Rights shall be divided  between  Distributor  and Licensor as
                  follows:

                  (i)      Thirty  percent  (30%)  of  such  Gross  Receipts  to
                           Distributor; and

                  (ii)     Seventy  percent  (70%)  of such  Gross  Receipts  to
                           Licensor.

                  All  Television  Distribution  Costs  will  be  deducted  from
                  Distributor's share of Gross Receipts.

All  Gross  Receipts  payable  to  Licensor  shall be paid by wire  transfer  in
immediately  available  funds  in  accordance  with  Exhibit  "C"  at  the  time
statements  are required to be provided by  Distributor to Licensor as set forth
in Article 9.4 of the Standards Terms incorporated herein.

8. - GUARANTEE: Distributor shall irrevocably pay to Licensor an amount equal to
twenty-eight thousand three hundred seventy-six Euros and eighty-four Cents ((U)
28.376,84) (the "Guarantee") payable as follows:

         (8.1)   20% ((U).5.675,37) on execution of this Agreement; and
         (8.2)   80%  ((U).22.701,47) on Licensor's  notification of delivery of
                 the Materials to the Picture.

As a material  condition to this Agreement,  Distributor  acknowledges  that all
payments to Licensor  under  Paragraph 8 of the  Guarantee  will be made by wire
transfer of immediately available  unencumbered and unconditional funds, free of
any  transmission  charges,  to the account set forth in Exhibit "C.  Failure of
Distributor to comply with the foregoing  shall  constitute a material breach of
this  Agreement  by  Distributor,  and upon  notice  thereof  from  Licensor  to
Distributor,  this Agreement shall terminate effective retroactively to the date
or commencement or execution hereof,  whichever is earlier.  Licensor shall have
no  obligation to furnish any material or item if said payment has not been made
in a fully satisfactory manner to Licensor.

Licensor  and  Distributor  agree to  prepare,  execute  and  certify the annual
application for  reduction/exemption  withholding tax pursuant to the applicable
tax treaty (if any).

                                      DT-3

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Agreement with Entertech Releasing Corp. (No 10.415)
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9. - ALLOCATION:  If no allocation is indicated below, then the entire Guarantee
will be deemed allocated to the Theatrical Rights. Otherwise, the Guarantee will
be allocated among the Licensed Rights as follows:

a.       "Cinematic Guarantee":   _______
To the Theatrical, Non-Theatrical or Public Video Rights, as licensed.
b.       "Video Guarantee": _________
To the Home Video or Commercial V ideo Rights, as licensed.
c.       "Ancillary Guarantee": __________
To the Airline, Ship, or Hotel Rights, as licensed.
d.       "Television  Guarantee":  __________  To  the  Free  TV or Pay  TV,  as
         licensed.

10. - RECOUPMENT OF GUARANTEE:  Distributor shall be entitled to retain any sums
due to Licensor  pursuant to Article  7.1(ii) until  Distributor has received an
amount equal to one hundred percent (100%) of the Guarantee.

11. - TERMINATION:  If the Picture does not include the Required Elements as set
forth on Exhibit "A" at the time of delivery,  then  Distributor  shall have the
right, as Distributor's sole remedy, to terminate this Agreement.

12. - APPROVALS:  All subleases and  sublicenses by  Distributor  are subject to
Licensor's  approval.  The  amount  to be spent by  Distributor  in  prints  and
advertising  for the  Picture  as  well as all  other  expenses,  including  the
Recoupable  Distribution  Costs, that Distributor  intends to make shall require
Licensor's prior written approval.

13. - DELIVERY:  Delivery of the Materials  shall be made in accordance with the
Delivery  Schedule attached hereto as Exhibit "E" and Article 10 of the Standard
Terms.

14. - ADDITIONAL  TERMS:  This Agreement also includes  various exhibits and the
Licensor's  Standard  Terms and a Schedule  of  Definitions,  a copy of which is
respectively  attached hereto.  Such additional terms and the Exhibits  attached
hereto are a part of the Agreement and incorporated herein by reference.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
date first above written.

LE STUDIO CANAL+                                ENTERTECH RELEASING CORP.

By (Name):     Brahin Chiova              By (Name):  Mark Tolner

Its (Authorized Officer):  C.E.O.         Its (Authorized Officer):  President

Signature  /s/ Brahin Chiova            Signature    /s/ Mark Tolner
           -----------------                         ---------------


THE MANNER PROVIDED FOR HEREIN FOR THE MAKING OF THIS AGREEMENT IS EXCLUSIVE AND
CONSTITUTES A CONDITION PRECEDENT TO THE FORMATION OF ANY CONTRACTUAL OBLIGATION
BETWEEN THE PARTIES.

                                      DT-4

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Agreement with Entertech Releasing Corp. (No 10.415)
Re: "Ca commence aujourd'hui"/USA
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                               LIST OF ATTACHMENTS



         EXHIBIT "A"                            REQUIRED ELEMENTS

         EXHIBIT "B"                            TERRITORY LIST

         EXHIBIT "C"                            ACCOUNT NUMBERS/ADDRESS

         EXHIBIT "D"                            N/A

         EXHIBIT "E"                            DELIVERY SCHEDULE

         EXHIBIT "F"                            LABORATORY ACCESS LETTER

         EXHIBIT "G"                            CENSORSHIP RIDER








         STANDARD TERMS


                                      DT-5

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Agreement with Entertech Releasing Corp. (No 10.415)
Re: "Ca commence aujourd'hui"/USA

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                                   EXHIBIT "A"

                                REQUIRED ELEMENTS

                        Title: "CA COMMENCE AUJOURD'HUI"

                          Director: Bertrand TAVERNIER

                             Cast: Philippe TORRETON



                                      DT-6

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Agreement with Entertech Releasing Corp. (No 10.415)
Re: "Ca commence aujourd'hui"/USA

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                                   EXHIBIT "B"

                                 TERRITORY LIST
                                 --------------

                  UNITED STATES OF AMERICA










                                      DT-7

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Agreement with Entertech Releasing Corp. (No 10.415)
Re: "Ca commence aujourd'hui"/USA

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                                   EXHIBIT "C"



Distributor  is hereby  instructed by Licensor to make all  payments,  including
advances,  security  deposits,  overages and  royalties in  connection  with the
Picture,  unless  otherwise  specified  in the Deal Terms,  by wire  transfer as
follows:

         ACCOUNT NAME:                 LE STUDIO CANAL+  . . . . . . . . . . .
         ACCOUNT No:                   00020011478 . . . . . . . . . . . . . .
         BANK CODE:                    30003 . . . . . . . . . . . . . . . . .
         TELLER'S CODE:                03640 . . . . . . . . . . . . . . . . . .
         "RIB" KEY:                    87. . . . . . . . . . . . . . . . . . . .
         BANK NAME & ADDRESS:          SOCIETE GENERALE. . . . . . . . . . . . .
                                       PARIS RIVE GAUCHE ENTREPRISES . . . . .
                                       TOUR MAINE MONTPARNASSE 25TH FLOOR  . .
                                       33, AVENUE DU MAINE 75015 PARIS/FRANCE.

All reports,  accountings and notices Distributor is required or desires to give
to Licensor  shall be in writing and shall be sent by prepaid air mail,  express
courier,  prepaid  cable,  telegram,  telefax,  telex  or by  personal  delivery
addressed in accordance  with the  information set forth below (or to such other
address(es),  telex or telefax  numbers as  Licensor  may  designate  by written
notice to Distributor):

                          LE STUDIO CANAL+ . . . . . . . . . . . . . . . . . . .

         ADDRESS:         17, RUE DUMONT D'URVILLE   . . . . . . . . . . . . .
                          75116 PARIS. . . . . . . . . . . . . . . . . . . . .
                          FRANCE . . . . . . . . . . . . . . . . . . . . . . .

         TELEPHONE:       (33-1) 44.43.98.00 . . . . . . . . . . . . . . . . . .
         FAX:             (33-1) 47.23.34.82 . . . . . . . . . . . . . . . . . .











                                      DT-8

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Agreement with Entertech Releasing Corp. (No 10.415)
Re: "Ca commence aujourd'hui"/USA
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                                   EXHIBIT "D"

                                       N/A



                                      DT-9

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Agreement with Entertech Releasing Corp. (No 10.415)
Re: "Ca commence aujourd'hui"/USA
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                                   EXHIBIT "E"

                                DELIVERY SCHEDULE
                                -----------------

Licensor will provide  Distributor with an itemized list of Picture's  available
materials including prices thereof as soon as possible.

Within  thirty (30) days after  Licensor  has given notice to  Distributor  that
Licensor is ready to deliver the  materials  to the Picture,  Distributor  shall
place its order for the Materials is deems necessary for the exploitation of the
Picture,  subject to Licensor's  reasonable approval pursuant to Article 10.1 of
the Standard Terms, with LE STUDIO CANAL+ SERVICES, attention Mr. Michel ROCHER,
at the following address:

                                             LE STUDIO CANAL+ SERVICES
                                             -------------------------
                                                42 BIS RUE DE L'EST
                                                -------------------
                                            92100 BOULOGNE BILLANCOURT
                                            --------------------------
                                                      FRANCE
                                                      ------

                                              Tel: (33.1) 41.10.20.00
                                              -----------------------
                                              Fax: (33.1) 41.10.80.22
                                              -----------------------

It has already been agreed between  Licensor and Distributor  that Licensor will
provide  Distributor with one (1) Internegative of the Picture on loan for sixty
(60) days. All costs of transportation shall be borne by Distributor.

                                      DT-10

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Agreement with Entertech Releasing Corp. (No 10.415)
Re: "Ca commence aujourd'hui"/USA
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                                   EXHIBIT "F"

                         LABORATORY ACCESS LETTER - FORM
                         -------------------------------

(name and address of film laboratory)
Picture: ______________________________

Gentlemen:

For good and valuable consideration, receipt of which is hereby acknowledged, it
is hereby agreed, for the express benefit of Distributor as follows:

1. You now have in your possession in the name of Licensor  certain print and/or
tape materials related to the Picture ("Material"), as defined under Exhibit "A"
attached hereto. Distributor and its designees may order and you may process all
copies as required, including, without limitation, in any gauge, with or without
sound,  in colour or in black and white,  as well as any and all other Materials
requested by Distributor,  during the Term defined under Exhibit "B". All Copies
ordered  by  Distributor  or its  designees  shall  be at  Distributor's  or its
designees' sole expense, respectively.

2. You  will   at  all  times  perform  all  laboratory  services  requested  by
Distributor or its designees relating to the Picture,  which laboratory services
will be performed by you at prevailing  rates at Distributor's or its designees'
sole expense, respectively.

3. Neither Distributor or its designees,  nor Licensor, shall have any liability
for any indebtedness to you incurred by the other.

4. You presently  have no claim or lien against the Picture or the Materials nor
will you assert any such claim or lien as against Distributor, or its designees,
except for your charges for services and  materials  ordered by and furnished to
Distributor or its designees,  or as against  Licensor or its designees,  except
for your  charges for  services  and  Materials  ordered by, and  furnished  to,
Licensor or its designees.

5. This agreement may not be altered or modified except by a written  instrument
executed  by  Distributor  and  Licensor,  nor may it be  terminated  unless the
Agreement is terminated.

Please signify your agreement to the foregoing by signing where indicated below:

                                   Very truly yours,
                                   (Name of Licensor)
                                   By: __________________________________
                                   Its: ___________________________

AGREED TO: (name of film laboratory) By: _______________________
         Its: ___________________

CONSENTED TO: (name of Distributor)
By: _________________________________
         Its: __________________________


                                      DT-11

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Agreement with Entertech Releasing Corp. (No 10.415)
Re: "Ca commence aujourd'hui"/USA
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                                   EXHIBIT "G"

                                CENSORSHIP RIDER
                                ----------------

This Censorship Rider is part f the Agreement to which it is attached.

1.       Submission for Approval:  Distributor  will promptly submit the Picture
for any  required  censorship  approval,  but in any case no later  than one (1)
month after delivery of a copy of the Picture for censorship approval.

2.       Best  Efforts:   Distributor  will  use  its  best  efforts  to  obtain
censorship approval.

3.       Notice to Licensor:  Distributor  will promptly advise Licensor of each
action and decision of the applicable censorship authority.

4. Editing: If the Picture is not initially approved,  Distributor will promptly
so notify  Licensor  within five (5) business  days of  disapproval,  stating in
detail the reasons for  disapproval.  Distributor  will then  promptly  edit the
Picture to the extent  Licensor  allows.  If, due editing,  the Picture  becomes
unsuitable in Licensor's  reasonable opinion for commercial  exploitation in the
Territory,  Distributor  will resubmit the Picture,  re-edited in a commercially
acceptable form designed by Licensor, for censorship approval.

5. Effect of Disapproval:  If the Picture cannot be exploited due to censorship,
Distributor  will promptly return all Materials for the Picture at Distributor's
sole cost.  Licensor  will then provide  Distributor  with a mutually  agreeable
substitute  picture,  or will  refund an  equitable  portion  of all  unrecouped
payments received by Licensor for such Picture. Distributor will not be entitled
to obtain any other  payments or to recover any "lost  profits" or other damages
as a result of any failure to obtain  censorship  approval.  Once the Picture is
disapproved, Licensor will be free to license the Picture or any rights in it to
any other party without further obligation to Distributor.

6.       Timing: If Distributor is unable to obtain censorship  approval for the
Picture  within six (6) months of Licensor's  delivery of censorship  materials,
then Licensor may, in its sole discretion,  treat the Picture as disapproved for
censorship purposes.


                                      DT-12

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                                 STANDARD TERMS
--------------------------------------------------------------------------------


1. - LICENSED RIGHTS AND RESERVED RIGHTS

         1.1-  Grant:   Subject  to  the  terms  of  this  Agreement,   Licensor
exclusively  licenses to Distributor  only the specific  Licensed  Rights in the
Picture during the Term throughout the Territory as set forth in the Deal Terms.
In exercising any Licensed Right,  Distributor may only exploit the Picture: (i)
in the Authorized  Language(s) in a dubbed and/or subtitled version as specified
in the Deal Terms;  (ii) by means of the authorized  Video Type(s) and Format(s)
specified  in the Deal Terms;  (iii) for the  authorized  Run(s) or  Playdate(s)
specified in the Deal Terms.  All Rights not expressly  licensed to  Distributor
are Reserved Rights, even if not expressly checked in the Deal Terms. The extent
of each of the Licensed  Rights and  Reserved  Rights is defined in the attached
Schedule of  Definitions.  Notwithstanding  anything to the  contrary  set forth
herein,  the  Licensed  Rights shall not vest in  Distributor,  unless and until
Distributor  has paid the full amount of the  Guarantee  to Licensor as and when
requested hereunder.

         1.2 -  Terminology:  The inclusion of provisions in this  Agreement for
any Rights not  specifically  licensed to  Distributor  in the Deal Terms is for
ease of drafting only. Their inclusion does not grant to Distributor  explicitly
or by implication any Rights not specifically licensed in the Deal Terms.

         1.3 -  Reservation: Licensor  reserves all the specific Reserved Rights
in the Deal Terms and all other rights in the Picture not expressly  licensed to
Distributor, Licensor may exploit them as Licensor sees fit without restriction,
except as otherwise expressly provided in this Agreement.

2. - ADVERTISING AND BILLING

         2.1 -  Licensor's   Requirements:    Licensor   will   timely   provide
Distributor with a list of all required screen credits (if not already contained
in the Picture), paid advertising,  publicity and promotional requirements,  and
Videogram  packaging credit  requirements  (if needed).  Distributor will comply
with all of these requirements at all times after their receipt.

         2.2 -  Distributor's Rights: Subject to Licensor's requirements and the
provisions of this Agreement,  Distributor will have the non-exclusive  right at
its sole expense to: (i)  advertise,  publicize,  and promote the Picture in the
Territory only; (ii) include in all such advertising, promotion or publicity the
name, voice, and likeness of any person who has rendered services on the Picture
but not as an endorsement for any product or service other than the Picture; and
(iii)  include in the  beginning or at the end of the Picture the credit or logo
of Distributor.

         2.3 -  Limitations: In exercising these rights Distributor may not: (i)
change the title of the Picture without Licensor's prior written approval;  (ii)
alter or delete any credit, logo, copyright notice or trademark notice appearing
on the  Picture;  (iii)  include  any  advertisements  or other  material in the
Picture other than the credit or logo of  Distributor  as described in Paragraph
2.2  or an  approved  anti-  piracy  warning  as  provided  in  Paragraph  18 or
commercials for a Picture exploited on Free TV as provided in Paragraph 14.6.

         2.4 -  Liability:  Failure  to  comply  with  the  provisions  of  this
Paragraph 2 may subject  Distributor to liability to Licensor or to liability to
third parties due to agreements  concerning  credits  between  Licensor and such
third parties.

3. - DUBBING, SUBTITLING AND EDITING

         3.1 - Licensor's Requirements: Licensor will timely provide Distributor
with any dubbing,  subtitling or editing requirements  applicable to the Picture
or its trailers. Distributor will comply with all these requirements in creating
an  authorized  dubbed,  subtitled  or  edited  version  of the  Picture  of its
trailers.  Except as expressly  provided in this Agreement,  the Picture and its
trailers as supplied by Licensor will be exhibited in their original continuity,
without alteration, interpolation, cut or elimination.

                                      ST-1

<PAGE>



         3.2 - Distributor's Rights: Subject to Licensor's  requirements and the
provisions of this Agreement,  Distributor will have the non-exclusive  right at
its sole expense and after  consultation  with  Licensor to: (i) dub the Picture
but only in the  Authorized  Language(s)  and only if expressly so authorized in
the Deal Terms; (ii) subtitle the Picture but only in the Authorized Language(s)
and only if  expressly  so  authorized  in the Deal  Terms;  and (iii)  edit the
Picture but only if necessary to meet censorship  requirements  and then only in
accordance with Licensor's standard censorship rider.

         3.3 - Limitations:  In exercising these rights Distributor may not: (i)
alter or delete any credit, logo, copyright notice or trademark notice appearing
on any Picture; (ii) include any advertisements or other material in any Picture
other than the credit or logo of Distributor as described in Paragraph 2.2 or an
approved  anti-piracy  warning as provided in Paragraph 18 or commercials  for a
Picture exploited on Free TV as provided in Paragraph 14.6.

         3.4 - Liability:  Failure   to  comply  with  the  provisions  of  this
Paragraph 3 may subject  Distributor to liability to Licensor or to liability to
third  parties  due to  agreements  concerning  dubbing,  subtitling  or editing
between Licensor and such third parties.

4. - TERRITORY

         4.1 - General:  The Territory  means only the  countries  listed in the
Deal  Terms  but  only as  their  political  borders  exist  on the date of this
Agreement.  The Territory  excludes foreign countries'  embassies,  military and
governmental    installations,    oil    rigs    and    marine    installations,
airlines-in-flight and ships-at-sea located within the Territory.

         4.2 - Exclusion:  In exploiting  the  Theatrical,  Public  Video,  Home
Video, Hotel, Free TV or Pay TV Licensed Rights, the Territory also excludes the
countries'  non-contiguous  territories  and possessions as well as military and
governmental  installations,  oil  rigs  and  other  marine  installations,  and
embassies flying the flag of any country in the Territory.

         4.3 - Inclusion:  In  exploiting  only the  Non-Theatrical,  Commercial
Video,  Airline or Ship Licensed Rights,  the Territory  includes the countries'
military and governmental  installations,  oil rigs and marine installations and
embassies wherever located, but only to the extent that they may be exploited in
accordance with such Licensed Rights.

5. - EXPLOITATION PERIODS

         5.1 - Term:  The "Term" for the Picture will start and end on the dates
set forth in the Deal Terms  except:  (i) in case of any extension per paragraph
16; (ii) in case of any early termination per Paragraphs 16 or 17; (iii) if Home
Video  Rights are  Licensed,  subject  to a  non-exclusive  Sell-Off  Period per
Paragraph  12.22;  and (iv) if any  Television  Rights are Licensed,  subject to
early  termination  at the  end of the  authorized  Run(s)  or  Playdate(s)  per
Paragraph 14.8  Distributor  will not authorize any exploitation of any Licensed
Right in the Picture after the Term.

         5.2 - Distributor  "Holdbacks":  Where  the  Deal  Terms  indicate  a
"Holdback"  on any  Licensed  Right  granted to  Distributor,  then  during that
Holdback  period  Distributor  may not exercise or authorize the exercise in the
Territory of that Licensed Right.

         5.3 - Licensor "Holdbacks":  Where the Deal Terms indicate a "Holdback"
on any of Licensor's  Reserved Rights, then during that Holdback period Licensor
may not exercise or authorize  the  exercise in the  Territory of that  Reserved
Right.  However,  Licensor may enter into agreements at any time authorizing the
exercise of such Reserved Right after the expiration of the Holdback period.

         5.4 - First Theatrical  Release:  The "First  Theatrical  Release" of a
Picture  shall  occur on or before  the  earliest  of: (i) the date on which the
Picture  is first  exhibited  in  theaters  within the  Territory  to the paying
public, including screenings to qualify for awards presentations;  (ii) the date
on which  Distributor must cause the First Theatrical  Release of the Picture to
occur as set forth in the Deal Terms;  or (iii) six (6) months after  Licensor's
Notice that it is prepared to Deliver the Materials.

                                      ST-2

<PAGE>



         5.5 - First Video Release: The "First Video Release" of a Picture shall
occur on or before the earliest of: (i) the date on which  Videograms  embodying
the Picture are first sold or rented to members of the paying  public within the
Territory  for Home Video use; (ii) the date on which  Videograms  embodying the
Picture are first exhibited in mini-theaters, MTV theaters or like places within
the Territory by means of Public Video to the paying  public;  (iii) the date on
which  Videograms  embodying the Picture are first exhibited in places of public
performance  within the  Territory  by means of  Commercial  Video to the paying
public;  or (iv) six (6)  months  after  the  First  Theatrical  Release  of the
Picture.

6. - GROSS RECEIPTS

         6.1 - Gross  Receipts - Defined:  "Gross  Receipts"  means the sum on a
continuous basis of the following amounts derived with respect to each and every
Licensed Right:

         (i) All  monies  or  other  consideration  of any kind  (including  all
         amounts  from  advances,   guarantees,   security   deposits,   awards,
         subsidies,  and other  allowances)  received by, used by or credited to
         Distributor or its subsidiaries,  parents or affiliated  companies,  or
         approved  subdistributors or agents  (collectively  "Distributor") from
         the lease,  license,  sale, rental,  barter,  distribution,  diffusion,
         exhibition,  performance,   exploitation  or  other  exercise  of  each
         Licensed Right in the Picture, all without any deductions; and (ii) All
         monies  or other  consideration  of any kind  received  by,  used by or
         credit to Distributor as recoveries for the  infringement  or breach of
         contract by third  parties of each Licensed  Right in the Picture;  and
         (iii) All monies or other  consideration  of any kind received by, used
         by or credit to Distributor  from any  authorized  dealing in trailers,
         posters,  copies, stills,  excerpts,  advertising  accessories or other
         materials  made in connection  with or supporting  the exercise of each
         Licensed Right in the Picture.

         6.2 - Gross  Receipts  Calculated  at  Source:   Neither   Distributors
subsidiaries,  parent or affiliated companies,  nor any approved subdistributors
or agents,  may deduct or charge any fee against Gross  Receipts in  calculating
all amounts due Licensor.  For the purpose of  determining  Licensor's  share of
Gross  Receipts,  all Gross  Receipts must be calculated at "source".  By way of
clarification,  this means that Gross Receipts  derived from the exploitation of
any of the following Licensed Rights must be calculated at the following levels:
(i) for any  Theatrical  Licensed  Right,  at the  level at which  payments  are
remitted  by  local  exhibitors  of the  Picture;  (ii)  for any  Non-Theatrical
Licensed  Right at the level at which  payments  are  remitted  by  Governmental
agencies or institutions  which exhibit the Picture directly to their patrons or
make the Picture directly  available to their patrons;  (iii) for any Home Video
Licensed  Right,  at Wholesale  Level or Direct  Consumer  Level,  as defined in
Paragraphs  6.3 & 6.4; (iv) for any  Commercial  Video or Public Video  Licensed
Right, at either the Wholesale Level or Director Consumer Level, or the level at
which payments are remitted by local  exhibitors or other persons which publicly
perform the Picture directly before the public;  (v) for any Ancillary  Licensed
Right,  at the  level at which  payments  are  remitted  by  airlines,  shipping
companies, or hotels which exhibit the Picture directly to their patrons or make
the  Picture  directly  available  to their  patrons;  (vi)  for any  Television
Licensed Right,  at the level at which payments are remitted by stations,  cable
systems or  telecasters  which  broadcast,  cablecast  or  transmit  the Picture
directly to the public.

         6.3 - Wholesale Level - Defined:  The "Wholesale Level" means the level
of  Videogram  distribution  from  which  Videograms  are  shipped  directly  to
retailers  for  ultimate  sale or rental to the paying  public.  The  "Wholesale
Level" may include intermediate distribution levels between the manufacturer and
the  retailer,  such  as rack  jobbers  and the  like  if such  distribution  is
performed by a parent,  subsidiary or affiliated  company of Distributor,  or if
Distributor participates in the profits from such intermediate distribution, but
then only to the extent of such participation.


                                      ST-3

<PAGE>


         6.4 - Direct  consumer  Level - Defined:  The "Direct  Consumer  Level"
means the  level of  Videogram  distribution  at which V  ideograms  are sold or
rented directly to the paying public.  The "Direct  Consumer Level" includes the
sale or rental of  Videograms  by means of retail  outlets,  mail  order,  video
clubs,  and similar  methods.  Where Commercial Video or Public Video rights are
licensed,  the "Direct  Consumer  Level" also  includes  the  authorized  public
performance,  exhibition, or diffusion of Videograms in accordance with the such
Licensed Right.  Distributor will not be deemed to be engaged in distribution at
the Direct  Consumer  Level unless such  distribution  is performed by a parent,
subsidiary  or  affiliated   company  of  Distributor,   or  unless  Distributor
participates in the profits from such distribution,  and then only to the extent
of such participation.

         6.5 - Royalty Income: All amounts collected by any collecting  society,
authors' rights  organization,  performing rights society or governmental agency
that are payable to authors,  producers,  performers  or other  Persons and that
arise  from  royalties,  compulsory  licenses,  income  derived  from  secondary
broadcast  (simultaneous,  unaltered and unabridged  retransmission  by a cable,
microwave  or  telephone  system  for  reception  by the  public  of an  initial
transmission,  by wire or over the air,  including by satellite,  of the Picture
intended  for  reception by the public),  tax  rebates,  exhibition  surcharges,
levies on blank  Videograms  or hardware,  rental or lending  royalties,  or the
like, will as between  Licensor and Distributor be the sole property of Licensor
and will  not be  included  in or  credited  to any  Gross  Receipts.  By way of
illustration  but not  limitation,  this will apply to such amounts arising from
Theatrical  exhibition  of the  Picture,  from any tax or royalty  payable  with
regard  to blank  audio or  Videograms,  or the sale or  rental of VCRs or other
hardware,  from royalties  collected by AGICOA or any similar  organization from
cable  retransmissions  of television  programs,  and from  collections by music
performing or mechanical rights societies.  Licensor has the sole right to apply
for and collect all these amounts. If any of them are paid to Distributor,  then
Distributor  will  immediately  remit  them  to  Licensor  with  an  appropriate
statement identifying the payment.

7. - RECOUPABLE DISTRIBUTION COSTS

         7.1 - Recoupable Distribution Costs - Defined: "Recoupable Distribution
Costs" mean with regard to the  exploitation  of each Licensed Right all direct,
auditable, out-of-pocket,  reasonable and necessary costs, exclusive of salaries
and overhead,  and less any discounts,  credits,  rebates or similar allowances,
actually paid by  Distributor  for  exploiting the Licensed Right in arms-length
transactions  with third  parties,  all of which will be advanced by Distributor
and recouped under this Agreement for:

         (i)   Customs  duties,  import  taxes and permit  charges  necessary to
         secure  entry of the Picture  into the  Territory;  (ii)  Notarization,
         translation,  registration,  and similar fees and costs relating to the
         obtaining or securing of copyright  registration,  title  registration,
         import   clearances  of  similar   activities   for  the   importation,
         exploitation or protection of the Picture in the Territory, but only to
         the  extent  reasonably  pre-approved  by  Licensor,  provided  that if
         Licensor  advances  any such fees or costs  Distributor  will  promptly
         reimburse Licensor for them on demand;

         (iii) Sales,  use,  admission  and turnover  taxes and related  charges
         assessable against any Gross Receipts realized from the exploitation of
         the Licensed  Right,  but not  including  any such  amounts  assessable
         against any sums payable to Licensor;  (iv) Remittance taxes on amounts
         payable to Licensor with respect to the Licensed Right, but only to the
         extent allowed by Paragraph 8.3; (v) Shipping and insurance charges for
         Delivery of the Materials to Distributor, but not including any amounts
         for shipping  within the  Territory or for  Returning  the materials to
         Licensor;  (vi) Positive  prints,  masters,  tapes,  trailers and other
         copies of the Picture in an amount pre-  approved  by  Licensor;  (vii)
         Costs of subtitling,  if authorized in the Deal Terms,  or dubbing,  if
         authorized int the Deal Terms,  but only in the Authorized  Language(s)
         and in the amount  pre-approved  by  Licensor;  (viii) Costs of allowed
         advertising,  promotion  and  publicity in the amount  pre-approved  by
         Licensor;  (ix) Legal costs and charges paid to obtain  recoveries  for


                                      ST-4

<PAGE>


         infringement  by third parties of the Licensed  Right,  but only to the
         extent  reasonably  pre-approved  by  Licensor;  (x)  Actual and normal
         expenses  incurred in recovery debts from  defaulting  licensees;  (xi)
         Costs of packaging for Videograms  embodying the Picture but only t the
         extent previously  approved by Licensor;  and (xii) Censorship fees and
         costs of editing to meet censorship requirements as allowed pursuant to
         Licensor's standard censorship rider.

In no case may any item be  deducted  more than  once.  All costs not  expressly
covered  by  the  above  will  be  Distributor's  sole  responsibility  and  not
recoupable.

         7.2 - Third  Party  Costs:  Where  any of  Distributor's  subsidiaries,
parent or affiliated companies, or approved subdistributors or agents incurs any
expense  which  would  be  a  Recoupable   Distribution   Cost  if  incurred  by
Distributor, then such expense may be treated as a Recoupable Distribution Cost.
Otherwise,  no costs of any third party may be recouped from any monies owing to
Licensor.

         7.3 - Limitations:   Recoupable  Distribution  Costs will be calculated
only as incurred  with  respect to the  exploitation  of each  Licensed  Rights.
Recoupable  Distribution  Costs incurred with respect to the exploitation of any
Licensed  Right may not be recouped  from the Gross  Receipts  derived  from the
exploitation of any other Licensed Right except only to the extent  specifically
authorized in the Deal terms, if at all.

8.- PAYMENT REQUIREMENTS

         8.1 - Timely  Payment:  Distributor  will make payments to Licensor and
retain  recoupments from the Gross Receipts derived from the exploitation of the
Licensed Rights in the Picture only in the manner and sequence  specified in the
Deal Terms. Timely payment is of the essence of this Agreement and is an express
condition to  Distributor's  continued  exercise of any  Licensed  Rights in the
Picture.  Payment will only be  considered  made when Licensor has immediate and
unencumbered  use of funds in the  required  currency  in the full  amount  due.
Distributor will use diligent efforts to timely obtain all governmental  permits
necessary to make all payments to Licensor.

         8.2 - Guarantee: The "Guarantee" is the sum payable to Licensor against
Licensor's share of Gross Receipts as indicated in the Deal Terms. The Guarantee
is  non-returnable  but recoupable in strict  conformity  with the terms of this
Agreement.  The  Guarantee  stated in the Deal Terms is a minimum net sum and no
taxes or charges of any sort may be deducted  from it. The Guarantee may also be
called the "minimum Guarantee."

         8.3 - Limitation on  Deductions:  There will be no deductions  from any
payments due Licensor because of any bank charges, withholding taxes, conversion
costs, sales use of VAT taxes,  "contingents",  quotas or any other taxes levies
or charges  unless  separately  agreed to in writing by Licensor.  No remittance
taxes of any sort may be deducted from the Guarantee,  but any remittance  taxes
paid  by   Distributor  on  the  Guarantee  may  be  recouped  as  a  Recoupable
Distribution   Cost  after   Distributor   provides  Licensor  with  appropriate
documentation. If Distributor is legally required to pay any remittance taxes on
any amounts due Licensor other than the Guarantee, then Distributor will provide
Licensor with all necessary  documentation  indicating  Distributor's payment of
the agreed amount on Licensor's  behalf before deducting  Distributor's  payment
from any sums due Licensor.

         8.4 - Blocked Funds: If it is legally impossible to transmit any monies
due  to  Licensor,   then  Distributor  will  immediately  so  notify  Licensor.
Distributor   will  then  deposit  such  monies  in  Licensor's   name,  but  at
Distributor's expense, in a suitable depository designated by Licensor.

         8.5 - Finance Charge on Late Payments: If Licensor does not receive any
payment on the date it was due,  then, in addition to any other right or remedy,
Licensor  may assess a finance  charge on such late payment at the lesser of two
(2) percentage  points over the then current  advertised  prime rate on the date
payment was due at Licensor's lead bank or the highest applicable legal contract
rate. A finance charge, if made, will be retroactive to the date payment was due
and will continue until payment in full.


                                      ST-5

<PAGE>


         8.6 - Exchange Provisions, Payment: All payments to Licensor will be in
United States  Dollars or such other freely  transmittable  currency as Licensor
may designate, which the parties agree may not be the currency of the Territory.
All payments due Licensor  will be computed at the  prevailing  exchange rate on
the date due at a bank  designated by Licensor  promptly after execution of this
Agreement,  or, if no bank is designated,  the official  government  rate in the
country of the currency.  For a later payment,  Licensor will be entitled to the
most  favorable  exchange  rate between the due date and the payment  date.  The
parties agree that the risk of  devaluation of the United States Dollar or other
currency  selected by Licensor  against the  currency of the  Territory  will be
Licensor's  sole risk;  and the risk of the  devaluation  of the currency of the
Territory  against the United  States  Dollar or other  currency  designated  by
Licensor will be Distributor's sole risk.

         8.7 - Exchange Provisions,  Recoupment:  Distributor will calculate and
recoup  the  Guarantee  and all  Recoupable  Distribution  Costs  solely  in the
currency of the Territory.  Where any such payments are not made in the currency
of the  Territory,  they will be converted to the currency of the  Territory for
recoupment purposes using the exchange rate applicable on the date the Guarantee
was received by Licensor or the Recoupable Distribution Costs was paid.

         8.8 - Documentation:  Where,  under  the  laws  of any  country  in the
Territory,  Distributor  is  required to make any  registration  or filing or to
obtain any  permits  or  clearances  with  respect  to the  exploitation  of any
Licensed Rights in the Picture, or to make any payments to Licensor, then, after
first  obtaining  Licensor's  written  approval,  Distributor  will use all best
efforts to do so promptly at its expense. Distributor will provide Licensor with
copies of all documents  indicating full compliance with such requirements.  For
the sake of clarity,  such  requirements may include  obtaining  certificates of
local dubbing or copyright  registration,  acquiring quota permits or censorship
clearances, or filing author certificates,  certificates of origin, or music cue
sheets with  appropriate  authorities or societies,  registering  the Picture to
obtain  royalties,   rebates,  or  other  allowances  or  obtaining  permits  or
clearances for payment of any remittance taxes or other charges. It is expressly
agreed that  Distributor  will not make any such  registration  or filing before
Distributor  has paid the entire  Guarantee  without first obtaining the written
approval of Licensor.

9. - ACCOUNTINGS

         9.1 - Limits on  Cross-Collateralization:  The Picture  will be treated
separate and apart from any other picture  licensed to  Distributor,  whether in
this Agreement or otherwise,  and the payments applicable to the Picture will be
treated  as  a  separate  and   independent   accounting  unit  and  not  cross-
collateralized or set-off. Amounts due for the Picture or other picture(s),  may
not be  used  to  recoup  amounts  unrecouped  for  the  Picture  or  any  other
picture(s),  or vice versa. Gross Receipts and Recoupable Distribution Costs may
only be  cross-collateralized  among the  Licensed  Rights  in a Picture  to the
extent specifically authorized in the Deal Terms.

         9.2 - Limits on Allocations:  If the Picture is exploited in connection
with other pictures,  then Distributor will only allocate  receipts and expenses
among such pictures in the manner approved by Licensor in its sole discretion in
advance.

         9.3 - Financial   Records:   Distributor  will  maintain  complete  and
accurate records in the currency of the Territory of all financial  transactions
regarding  the  Picture  in  accordance  with  generally   accepted   accounting
principles in the entertainment  distribution business on a consistent,  uniform
and non-  discriminatory  basis  throughout  the Term.  The records will include
without limitation all Gross Receipts derived, all Recoupable Distribution Costs
paid, all allowed adjustments or rebates made, and all cash collected or credits
received.  Where any Video Rights are  licensed,  such records will also include
all  Videograms  manufactured,   sold,  rented  and  returned.  Unless  Licensor
pre-approved otherwise in writing, all such financial records will be maintained
on a cash basis, except where Distributor permits any off-set, refund, rebate or
other  reduction in sums due  Distributor,  then the amount will  nonetheless be
included in Gross  Receipts.  Distributor  will also keep  complete and accurate
copies of every statement from third parties, and contracts, vouchers, receipts,
computer  records,  audit  reports,   correspondence  and  other  writings  from
authorized  subdistributors  and agents and all other parties  pertaining to the
Picture.

                                      ST-6

<PAGE>




         9.4 - Statements:  In addition to any other  reporting  requirements in
this  Agreement,  starting  after Delivery of the  Materials,  Distributor  will
furnish  Licensor  a  statement  in  English  (and,  if  requested,   supporting
documentation)  which  sets  forth  from  the  time  of  the  immediately  prior
statement,  if any,  with  respect to the  Picture all Gross  Receipts  derived,
broken down by category of Licensed Rights,  all Recoupable  Distribution  Costs
paid  identifying to whom, and all exchange rates used,  broken down by category
of Licensed  Rights,  all on a country by country basis.  Where any Video Rights
are licensed, the statements will also include: (i) all Videograms manufactured,
sold,  rented and returned;  (ii) the wholesale and retail selling prices of all
Videograms;  and (iii) all allowable  deductions taken. Such information will be
provided in reasonable  detail on a current and cumulative basis. Each statement
will be accompanied by payment of any monies then due Licensor. Distributor will
render statements as follows: (a) monthly within one (1) month of the end of the
applicable  month  for the  first  twelve  (12)  months  following  the  Initial
Theatrical  Release  of the  Picture  and  following  the end of  each  Holdback
specified in the Deal Terms;  and (b) thereafter  quarterly within one (1) month
after the end of each  calendar  quarter,  or such  other  quarterly  accounting
periods  as  Licensor  may  designate,  until  the  later  of the end of two (2)
quarterly periods after the Term or the time when all Gross Receipts broken down
by category of Licensed  Rights payable to Licensor  hereunder have been paid in
full.  Distributor  may not  withhold  any Gross  Receipts as a reserve  against
returned or defective  Videograms for more than two (2)  consecutive  accounting
periods,  and the amount withheld may not exceed ten percent (10%) of the amount
of  Gross  Receipts  derived  from  Videogram   exploitation  for  the  two  (2)
consecutive  accounting  periods  immediately  preceding the two (2) consecutive
accounting periods for which the reserve is retained.

         9.5 - Rights: Continuing until three (3) years after the Term, Licensor
may examine and copy on its own or through its auditors Distributor's  financial
records regarding the Picture on ten (10) days' notice.  The examination will be
at Licensor's  expense unless an  underpayment of more than five percent (5%) is
uncovered,  in which case  Distributor  will pay the costs of the examination on
demand.

10 - DELIVERY AND RETURN

         10.1- Within   thirty  (30)  days  after   Licensor   gives  notice  to
Distributor  that Licensor is prepared to deliver the Picture,  Distributor will
notify  Licensor or its  designee(s)  of the number of prints,  advertising  and
promotional materials and accessories,  trailers and other items relating to the
Picture which it requires, all of which will be subject to Licensor's reasonable
approval.  Licensor or its  designee(s)  will then send  Distributor a pro forma
invoice  setting  forth the cost F.O.B.  place of shipment  for  delivery of the
approved  Materials.  After  payment to  Licensor  of the cost set forth in said
invoice,  and subject to payment of any sums due by Distributor  pursuant to the
Deal Terms,  Licensor  shall  deliver the Materials to  Distributor  by physical
delivery  thereof,  or by providing to  Distributor  a laboratory  access letter
substantially  in the form of Exhibit E to the Deal Terms signed by Licensor and
a laboratory ("Lab") having possession of such material,  or by a combination of
both  of  the  foregoing   ("Delivery").   Delivery  of  advertising  materials,
accessories  and trailer shall be strictly  subject to their  availability,  and
delivery of such materials  shall not be deemed  essential or a prerequisite  to
release  of the  Picture.  In the event  that  Distributor  shall fail to notify
timely Licensor the Materials it requires,  or having so notified  Licensor,  if
Distributor  fails to make timely payment of the cost thereof as provided herein
above,  Licensor shall have the right in its sole  discretion and in addition to
any other rights and remedies of Licensor,  to determine  the  Materials  and to
deliver  the  Materials  to its  forwarding  agent  or to a common  carrier  for
shipment  to  Distributor  on a  C.O.D.  basis.  Distributor's  failure  to take
delivery of and make  payment for said  Materials in a timely  fashion  shall be
deemed a material breach of this Agreement.

         10.2 - Unless otherwise specified, the Materials shall consist of:

         (a)      One (1) new print 35mm - feature + trailer- or access thereto,
                  of the Picture; or

         (b)      One (1) first-class quality master of the Picture;

                                      ST-7

<PAGE>



         (c)      One (1) M and E;
         (d)      One (1) dialogue list;
         (e)      One (1) music cue sheet.
         10.3 - In the event this Agreement grants only Television  and/or Video
Device  Rights,  then  unless  otherwise  specified  within this  Agreement  the
Materials shall consist of the following:

         (a)      One (1) first-class quality master of the Picture;
         (b)      One (1) M and E;
         (c)      One (1) dialogue list;
         (d)      One (1) music cue sheet.
         10.4  -  Evaluation  of  Physical  Materials:  All  Materials  will  be
considered technically  satisfactory for the manufacture of first-class preprint
and  exploitation  materials if Distributor  does not notify Licensor  otherwise
within ten (10) days after their Delivery.  If Distributor so notifies Licensor,
the  Distributor  will if Licensor  elects,  immediately  return to Licensor and
Materials which  Distributor  claims are defective.  If Distributor's  notice is
accurate,  then Licensor will, at its election,  either : (i) timely correct any
defects or deliver new  Materials;  (ii)  exercise its rights of  suspension  or
withdrawal pursuant to Paragraph 16.

         10-5 -   Holding  of  Materials: Title to all  materials  delivered  to
Distributor  will remain with  Licensor,  subject to the rights of  Distributor.
Distributor  will  exercise due care in  safe-guarding  all  Materials  and will
assume all risk for theft or damage while they are in Distributor's possession.

         10-6 -   Distributor Created Materials: Licensor will at all times have
unimpeded and free access to all alternate  language tracks and dubbed versions,
masters, advertising and promotional materials, artwork, and all other materials
created by Distributor  pursuant to this  Agreement.  Distributor  will promptly
notify Licensor of each person responsible for preparing any dubbed or subtitled
tracks for the Picture and of each  laboratory or facility  where such dubbed or
subtitled  tracks  are  located.  Promptly  after  completion  of any  dubbed or
subtitled  version  of the  Picture,  Distributor  will  provide  Licensor  with
immediate  unrestricted  free  access to all dubbed and  subtitled  tracks,  and
Licensor  will  immediately  become the owner of the copyright in all dubbed and
subtitled  tracks,  subject  to  a  non-  exclusive  fee  license  in  favor  of
Distributor  to use such tracks during the Term solely for  exploitation  of the
Licensed  Rights,  or, if such  ownership  is not allowed  under the Laws of the
Territory,  then Distributor will grant Licensor a non-exclusive free license to
use such dubbed or subtitled tracks worldwide in perpetuity without  restriction
and  Distributor  shall  execute such  documents  and  instruments  requested by
Licensor to effect Licensor's ownership or license of such tracks.

         10.7 -   Return of Materials:  Upon  termination  of this Agreement for
the Picture,  Distributor  will at Licensor's  election  either:  (i) return all
Materials to Licensor at  Distributor's  expense;  or (ii) destroy all Materials
and provide Licensor with a customary certificate of destruction.

11. - THEATRICAL EXPLOITATION OBLIGATIONS

         11.1  -  General:   In  exploiting  the  Theatrical   Licensed  Rights,
Distributor will abide by the following exploitation requirements in addition to
any other exploitation requirements in this Agreement.

         11.2 - Approval  Obligations:  Licensor will have prior  approval on an
on-going basis of all significant  aspects of the distribution of the Picture in
the Territory,  including the initial  release  campaign,  distribution  policy,
exhibition contract terms, minimum and maximum print order, the total amount and
specific items of the  advertising  and publicity  budget,  the  advertising and
marketing campaign,  the release dates, the release pattern, the theaters in key
cities,  marking strategy,  short subject allocations,  and any modifications or
amendments  to them.  Distributor  will timely  submit each item to Licensor for
Licensor's prior approval.

         11.3 - Release Obligations: In releasing the Picture Distributor will:
         (i)      Not begin  distributing  or exhibiting  the Picture before the
                  release date specified in the Deal Terms;

                                      ST-8

<PAGE>



         (ii)     Place the Picture in general theatrical release throughout the
                  Territory  in no less than the number of cities  and  theaters
                  reasonably  required  by  Licensor  and no later than the date
                  specified in the Deal Terms;

         (iii)    Order  and pay for no less than the  minimum  number of prints
                  reasonably required by Licensor;

         (iv)     Expend monies pursuant to the approved  advertising budget and
                  otherwise  conform  with  the  pre-approved   advertising  and
                  marketing campaign for the Picture;

         (v)      Give Licensor reasonable advance notice of all premiers of the
                  Picture in the Territory;

         (vi)     Not  discriminate  against  the  Picture or use the Picture to
                  secure more advantageous terms for any other picture,  product
                  or service;

         (vii)    Not enter the Picture in any festivals,  charitable screenings
                  or the like without  Licensor's  prior written approval in its
                  sole discretion.

         11.4 - Release Notices:  Promptly after Deliver,  Licensor will provide
Distributor with its release information  requirements.  Distributor will comply
with such requirements.  To the extent not covered by such requirements,  during
the period between the First Theatrical  Release of the Picture in the Territory
and the  rendition  of the first  accounting  statements  due from  Distributor,
Distributor  will  furnish  weekly  reports to Licensor by telex,  telegram,  or
telefax  setting forth all  information  available to Distributor  regarding the
results of such release,  including  exhibition  terms,  box office  receipts as
received, and expenses as incurred, on a weekly and cumulative basis.

         11.5 - Exhibition  Obligations:  In arranging for the exhibition of the
Picture Distributor will conform with all of the following:

         (i)      All  exhibition  agreements  for  the  Picture  will  be  made
                  separate and independent  form  exhibition  agreements for any
                  other picture, product or service;

         (ii)     Distributor  will  audit all  exhibition  engagements  for the
                  Picture   consistent   with  the   practices  of   first-class
                  distributors   in  the  Territory  and  will  promptly  supply
                  Licensor with the results of such audits;

         (iii)    Distributor  will  do  all  things  reasonably   necessary  to
                  maximize   collections   from  exhibitors  as  quickly  as  is
                  possible.

         (iv)     Distributor will not authorize or allow the Picture during its
                  first run to be exhibited  on a flat license or 4-wall  basis,
                  or as  part  of a  multiple  feature  engagement,  unless  all
                  relevant  terms of such  proposed  exhibition,  including  the
                  proposed  allocation  to the  Picture of box office  receipts,
                  permitted advertising costs, license fees and film rentals has
                  been pre-approved by Licensor in writing;

         (v)      Distributor will not authorize or allow the Picture during its
                  first  run to be  exhibited  with any other  feature  or short
                  subject,  provided  that,  if required  to do so by law,  then
                  Distributor  will  only  allocate  to such  feature  or  short
                  subject for that  exhibition run the least of: (i) one percent
                  (1%) of  total  exhibition  receipts  per  theater;  (ii)  the
                  equivalent  of Five Hundred  Dollars (US$ 500) in the currency
                  of the Territory per theater for each continuous playdate;  or
                  (iii) the  equivalent  of Two Thousand  Five  Hundred  Dollars
                  (US$2,500) for the entire exhibition run in all theaters;  and
                  (vi)  Distributor  will  not  cancel,  nullify  or  amend  any
                  exhibition   agreement  once  made  without  Licensor's  prior
                  written approval.

         11.6 -  Controlled  Theaters:  A  "controlled  theater" is one in which
Distributor,  any of its  subsidiary  or affiliated  companies,  or any officer,
director,  partner, owner or shareholder owning more than 10% of the outstanding
evidence  of  equity  ownership  of any of them,  has any  interest,  direct  or
indirect,  in the ownership or operation of such theater.  Distributor  will not
license  any  Picture to a  controlled  theater  except on terms and  conditions
consistent with  arms-length  transactions  between such controlled  theater and
third party  distributors  for the  exhibition  of comparable  motion  pictures.
Distributor  will  promptly  provide  Licensor  with  copies,  certified  to  be
accurate,  of all  agreements  with  controlled  theaters for  exhibition of any
Picture.

                                      ST-9

<PAGE>



         11.7 - Continuing Obligations: Throughout the Term Distributor will use
its best efforts and skill in the  distribution  and exploitation of the Picture
so as to maximize its Gross  Receipts and minimize its  Recoupable  Distribution
Costs. The Picture will be distributed and exploited  consistent with he quality
standards  of  first-class   motion  picture   distributors  in  the  Territory.
Distributor  will  maintain the Picture in  continuous  distribution  throughout
Territory for period consistent with reasonable business judgment.

12. - VIDEO EXPLOITATION OBLIGATIONS

         12.1 - General:  In exploiting the Video Licensed  Rights,  Distributor
will abide by the following  exploitation  requirements in addition to any other
exploitation requirements in this Agreement.

         12.2 - Limits On Uses(s):  Distributor will only exploit  Videograms of
the Picture in the  authorized  Types and Formats  specified  in the Deal Terms.
That is,  Distributor  will only exploit  Videograms  of the Picture by means of
Videocassettes, Vidodisks, or both Types, as specified in the Deal Terms, and in
the NTSC, PAL or SECAM Formats as specified in the Deal Terms.

         12.3 - Limits  on  Early  Exploitation:    Distributor  may  not  begin
exploiting  any  Video  Licensed  Right  in the  Picture  until  the  end of the
applicable Holdback period for the Licensed Right. Distributor may not authorize
or begin advertising the availability of Videograms of any Picture to the public
until two (2) months before the end of the applicable  Holdback  period for such
Picture.

         12.4 - Best Effort s;  Quality:  Distributor  will use its best efforts
and skill in the  manufacture,  distribution and exploitation of the Videograms.
The  Videograms  manufactured  by  Distributor  will  meet the  highest  quality
standards at least comparable to other Videograms commercially available through
legitimate outlets in the Territory.

         12.5 - Catalogue Availability:  From the end of the applicable Holdback
period until the end of the Term Distributor will make Videograms of the Picture
available in the  Territory  through its  catalogue,  and will not allow them to
leave normal channels of distribution for a commercially  unreasonable period of
time.

         12.6 - Licensor's Ad Campaign  Approval Rights:  Licensor will have the
right on an on-going  basis of prior approval of the  advertising  and marketing
campaign  for the  exploitation  of the Video  Licensed  Rights in the  Picture.
Distributor  will submit all  proposed  advertising  and artwork to Licensor for
approval before it is used. Licensor's approval will be deemed given if Licensor
does not notify  Distributor of any objection within one (1) month of Licensor's
receipt of these items.

         12.7 - Licensor's  Packaging  Approval Rights:  Distributor at its cost
will provide Licensor,  for Licensor's  reasonable  approval,  one (1) prototype
copy of each  authorized  format of Videogram  and its packaging for the Picture
promptly  after  their   manufacture  and  before  their  sale  or  disposition.
Licensor's  approval  will be  considered  given if  Licensor  does  not  notify
Distributor of any objection within one (1) month of Licensor's receipt of these
items. Distributor will provide Licensor with a reasonable number (not exceeding
ten (10) free copies) of each authorized  Format of Videogram and its packaging,
subject only to applicable duties.

         12.8 - Limits On Included  Material:  Distributor will not authorize or
allow any other  picture,  advertising,  or other material to be included on any
Videogram embodying the Picture without Licensor's prior written approval.

         12.9 - Minimum Retail Price:  Where a Minimum Retail Price is contained
in the Deal Terms,  Distributor,  if not prohibited by applicable laws, will not
exploit or authorize the sale of Videograms to the consumer at a price less than
such  Minimum  Retail  Price.  In any case,  for purposes of  calculating  Gross
Receipts and all amounts due  Licensor,  all  Videograms  will be deemed sold at
retail for not less than the Minimum Retail Price set forth in the Deal Terms.

         12.10- Minimum  Wholesale  Price:  Where a Minimum  Wholesale Price is
contained in the Deal Terms, Distributor,  if not prohibited by applicable laws,
will not exploit or authorize the sale of Videograms at the Wholesale Level at a
price less than such  Minimum  Wholesale  Price.  In any case,  for  purposes of
calculating  Gross Receipts and all amounts due Licensor,  the wholesale selling


                                      ST-10

<PAGE>


price of all Videograms  will be deemed to be the greater of either their actual
wholesale  selling  price or the Minimum  Wholesale  Price set forth in the Deal
Terms.

         12.11 -  Sell-Off  Period:  During  the last six (6) months of the term
Distributor  will not  manufacture  Videograms  in  excess  of those  reasonably
anticipated  to meet  normal  customer  requirements.  If  Distributor  has been
licensed the Home Video Rights,  and if this  Agreement has not been  terminated
per Paragraph 16 or 17, then during the three (3) month period following the end
of the Term,  Distributor will have the non-exclusive right to sell off its then
existing  inventory of Videograms  for such Picture for Home Video  exploitation
only. At the end of this three (3) month period,  Distributor will at Licensor's
election either sell its remaining Videograms and their packaging to Licensor at
Distributor's  cost,  or destroy  them and  provide  Licensor  with a  customary
certificate of destruction.

         12.12 - Import/Export  Restrictions:  Distributor  will not import,  or
authorize  importation of,  Videograms  embodying any Picture into the Territory
other  than  the  specific  Materials  provided  by  Licensor.  At no time  will
Distributor  export,  or authorize export of,  Videograms  embodying the Picture
from the Territory.

13. - NON-THEATRICAL, PUBLIC VIDEO & ANCILLARY EXPLOITATION OBLIGATIONS

         13.1 - General:  In exploiting any Non-Theatrical or Ancillary Licensed
Rights,  Distributor  will abide by the following  exploitation  requirements in
addition to any of the exploitation requirements in this Agreement.

         13.2 - Release   Obligations:   In   releasing   the   Picture  by  any
Non-Theatrical or Ancillary means Distributor will:

         (i)      Not authorize any  exploitation of the Picture by means of any
                  Non-Theatrical  of Ancillary  Licensed Right before the end of
                  the Holdback  Period  specified in the Deal Terms with respect
                  to the such Licensed Right;

         (ii)     Not  discriminate  against  the  Picture or use the Picture to
                  secure more advantageous terms for any other picture,  product
                  or service; and

         (iii)    Notify  Licensor  in  advance  of the  time  and  place of the
                  expected first exploitation of the Non-Theatrical or Ancillary
                  Licensed Right in the Territory.

         13.3 - Approval Obligations: Licensor will have the right of reasonable
pre-approval of all material terms of each license or subdistribution  agreement
for  exploitation  of the  Non-Theatrical  or  Ancillary  Licensed  Rights which
Distributor  desires to enter  into.  Failure by  Licensor to approve a proposed
agreement within one (1) month of Licensor's  receipt of notice of such material
terms will be deemed approval.

14. - TELEVISION EXPLOITATION OBLIGATIONS

         14.1  -  General:   In  exploiting  the  Television   Licensed  Rights,
Distributor will abide by the following exploitation requirements in addition to
any of the exploitation requirements in this Agreement.

         14.2 - Release  Obligations:  In  releasing  the Picture on  Television
Distributor will:

         (i)      Not authorize any  telecasting  or other  exploitation  of the
                  Picture  on Pay TV or Free TV before  the end of the  Holdback
                  Period  specified  in  the  Deal  Terms  with  respect  to the
                  specified Licensed Right;

         (ii)     Not  discriminate  against  the  Picture or use the Picture to
                  secure more advantageous terms for any other picture,  product
                  or service;

         (iii)    Notify  Licensor  in  advance  of the  time  and  place of the
                  expected  first Pay TV telecast and the expected first Free TV
                  telecast of the Picture in the Territory;

         (iv)     Not authorize the Picture to be telecast by any form of Pay TV
                  or Free TV from or  within  the  Territory  for more  than the
                  number  of  authorized  Run(s)  as  specified  for  each  such
                  Licensed Right in the Deal Terms;

                                      ST-11

<PAGE>



         (v)      Not authorize the Picture to be telecast by any form of Pay TV
                  or Free TV from or within the  Territory in a dubbed  version,
                  unless  specifically  authorized  in the Deal  Terms,  or in a
                  subtitled version,  unless specifically authorized in the Deal
                  Terms, and, if authorized, only in the Authorized Language(s);

         (vi)     Not authorize the Picture to be telecast by any form of Pay TV
                  or Free TV from or  within  the  Territory  by any  means  not
                  specified in the Dealt Terms;  Distributor  will not authorize
                  any   terrestrial   telecast  of  the  Picture  unless  either
                  Terrestrial Pay TV or Terrestrial Free TV Rights are specified
                  in the Deal Terms,  will not authorize any cable  transmission
                  or retransmission of the Picture unless either Cable Pay TV or
                  Cable Free TV Rights are specified in the Deal Terms, and will
                  not authorize any satellite up-link or down-link  transmission
                  of the Picture  unless  either  Satellite  Pay TV or Satellite
                  Free TV Rights are specified in the Deal Terms.

         (vii)    Not authorize the Picture to be transmitted by any form of Pay
                  TV from or within  the  Territory  in any form  other  than an
                  encoded or encrypted form; and

         (viii)   Not  authorize  the Picture to be telecast by any form of Free
                  TV or Pay TV transmission, whether or not encoded, from within
                  the  Territory  which  is  primarily  intended  for  reception
                  outside  the  Territory  or which  is  capable  of  reception,
                  whether or not by means of retransmission or decoding devices,
                  by  a  more  than  insubstantial  number  of  home  television
                  receivers outside the Territory.

         14.3 - "Playdate" - Defined:   A "Playdate"  means with respect to each
licensed  Television  Right one (1) or more  telecasts  of the Picture  during a
twenty-four  (24) hour period over the  non-overlapping  telecast  facilities of
each  authorized  broadcaster,  cable  system or  satellite  service  within the
Territory  such that the  Picture is only  capable of  reception  on  television
receivers within the broadcast  reception zone of each such  broadcaster,  cable
system, or satellite during such period.

         14.4 - "Run" - Defined:  A "Run"  means with  respect to each  Licensed
Television  Right one (1) telecast of the Picture during a twenty-four (24) hour
period  over  the   non-overlapping   telecast  facilities  of  each  authorized
broadcaster,  cable system or satellite  service  within the Territory such that
the Picture is not  capable of  reception  on  television  receivers  within the
broadcast  reception zone of each such  broadcaster,  cable system, or satellite
more than one during  such  period.  By way of  illustration,  if a  broadcaster
within the Territory is capable of simultaneously  transmitting the Picture over
the facilities of several  interconnected local broadcast stations (i.e., over a
"network"),  then one broadcast of the Picture in a twenty-four (24) hour period
on such network would be one "Run";  alternatively,  if such local stations were
not interconnected and the reception area of their signals did not overlap, then
one broadcast of the Picture in a twenty-four  hour period on each local station
would  constitute  one "Run" in each  local  broadcast  area,  even  though  the
broadcasts occurred on different days in different local areas.

         14.5 -  Usage  Reports:  Upon  Licensor's  request,  Distributor  will
promptly provide Licensor with the following  information:  (1) the title of the
Picture in the  Authorized  Language used for each telecast of the Picture;  (2)
each person  responsible  for preparing any dubbed or subtitled  versions of the
Picture;  (3) each  laboratory  holding any dubbed or  subtitled  tracks for the
Picture; and (4) the time, place and telecaster of each telecast of the Picture,
including all Runs and Playdates, since the last notice to Licensor. Distributor
will include in all of its agreements  with its licensees a requirement for them
to maintain such  information and such agreements shall allow Licensor to obtain
such information directly from such licensees.

         14.6 -  Commercials: If Free TV Rights are licensed,  then  Distributor
may insert  and  permit  others to insert  commercial  announcements  within the
Picture at those points  designated by Licensor for such purpose but solely with
respect to such Free TV exploitation.  Distributor will require each broadcaster
to televise all credits,  trademarks,  copyright notices,  trade names and other
symbols of the  Pictures  appearing  on the  Materials  furnished  by  Licensor,
including but not limited to Licensor's logo.

                                      ST-12

<PAGE>



          14.7  -  Approval  Obligations:   Licensor  will  have  the  right  of
reasonable  approval of all material  terms of each  license or  subdistribution
agreement for  exploitation of any Television  Licensed Right which  Distributor
desires to enter  into.  Failure  of  Licensor  to approve a proposed  agreement
within one (1) month of Licensor's  receipt of notice of its material terms will
be deemed approval.

         14.8   - Conclusion of Run(s) or Playdate(s):The Term of this Agreement
with respect to any Television Licensed Rights will expire at the earlier of the
end of the Term as determined  pursuant to Paragraph  5.1, or the  conclusion of
the last of the authorized  Run(2) or  Playdate(s)  with respect to the specific
Television Licensed. By way of illustration,  if Licensor has authorized two (2)
Runs for the Terrestrial Free TV Licensed Rights,  then the Term with respect to
such  Terrestrial  Free TV Licensed Rights will expire at the end of such second
Run,  regardless of whether the Term continues with respect to other  Television
Licensed  Rights.  In no event  will the Term be  extended  because  Distributor
failed  to take  all  authorized  Run(s)  or  Playdate(s)  with  respect  to any
Television Right during the Term.

15. - MUSIC

         15.1:  Cue Sheets: To the extent required and available,  Licensor will
supply  Distributor  promptly  after  Delivery with  available  music cue sheets
listing  the  composer,  lyricist  and  publisher  of all music  embodied in the
Picture.  Distributor  will as  necessary  promptly  file  with the  appropriate
governmental agency or music rights society in the Territory a copy of the music
cue sheets supplied with Licensor without making any changes in them.

         15.2 -  Synchronization  Royalties:  Licensor will be  responsible  for
acquiring all rights necessary to synchronize the music contained in the Picture
on its original  negative and on all copies  exploited by Distributor.  Licensor
represents  and warrants to  Distributor  that such will be  sufficient to allow
exploitation  of the music  synchronization  rights in all music embodied in the
Picture  throughout  the Territory for the entire Term.  Licensor will be solely
responsible  for paying all  royalties  or charges  incurred  in  obtaining  and
maintaining such  synchronization  licenses in effect for the Term, and Licensor
will hold Distributor harmless from any payments in this regard.

         15.3 -  Performance Royalties: With respect to each musical composition
contained in the Picture,  Licensor  represents and warrants to Distributor that
the performing rights in such musical compositions are: (i) in the public domain
in the Territory; or (ii) controlled by Licensor sufficient to allow Distributor
to exploit all of the Licensed  Rights  without the necessity of any  additional
payment;  or (iii) available by license from the local music  performing  rights
society in the  Territory  affiliated  with the American  Society of  Composers,
Authors and Publishers  (ASCAP),  Broadcast  Music,  Inc. (BMI), or SESAC,  Inc.
(SESAC).  With regard to any musical  compositions in category  (iii),  Licensor
will  have  no  obligations  with  regard  to  such  musical  compositions,  and
Licensor's representations, warranties and indemnities will not apply to them.

         15.4 -  Mechanical   Royalties:   The   parties   acknowledge   that  a
mechanical, performing or author's right society in the Territory may attempt to
collect royalties attributable to the manufacture,  sale or rental of Videograms
embodying the Picture for Home Video exploitation.  Such royalties may be called
"mechanical",  "performance",  or "synchronization"  royalties,  or some similar
designation.  To the extent that payment of such  royalties  are not included in
Licensor's  world-wide  synchronization  license, as provided in Paragraph 15.2,
then Distributor will be solely responsible for such royalties.

         15.5 -  Publishing  Royalties:  As between  Licensor  and  Distributor,
Licensor will be solely entitled to collect and retain the publisher's  share of
any music royalties arising from Distributor's exploitation of the Picture.

16. - SUSPENSION AND WITHDRAWAL

         16.1 -  Licensor's  Right:  Licensor  may in  its  absolute  discretion
suspend Delivery or exploitation of the Picture or withdraw the Picture;  (a) if
Licensor determines that its continued exploitation might infringe the rights of
others,  violate any law, or subject Licensor to any liability;  (b) if Licensor

                                      ST-13

<PAGE>


determines  that its Materials are unsuitable for the manufacture of first class
commercial quality prints or other exploitation  materials;  or (c) due to Force
Majeure.

         16.2 - Effect of Suspension:  Distributor will not be entitled to claim
any  damages  or lost  profits  for any  suspension.  Instead,  the Term will be
extended  for the length of any  suspension.  If any  suspension  last more than
three (3) consecutive  months, then either party may terminate this Agreement on
ten (10) days' notice,  in which case the Picture will be treated as provided in
Paragraph 16.3.

         16.3 - Effect  Of  Withdrawal:  If the  Picture  is  withdrawn  or this
Agreement is terminated  after a period of suspension,  then Licensor may either
substitute  a  mutually  satisfactory  Picture  of like  quality,  or  refund an
equitable  portion of any  unrecouped  payments made by Distributor to Licensor.
Distributor's  sole remedy will be to receive this  substitute or refund.  In no
case may Distributor collect any "lost profits" or other damages.

         16.4  - Force  Majeure":    "Force  Majeure"  means  any  fire,  flood,
earthquake, or public disaster; strike, labor dispute or unrest;  unavailability
of any major talent committed to the Picture; unavoidable accident; breakdown of
electrical or sound equipment;  failure to perform or delay by any laboratory or
supplier;  delay or lack of transportation;  embargo, riot, war, insurrection or
civil  unrest;  any of God  including  inclement  weather;  any  act of  legally
constituted  authority;  or any other  cause  beyond the  reasonable  control of
Licensor.

17. - DEFAULT AND TERMINATION

         17.1  -  Distributor's  Default:   Distributor  will  default  if:  (i)
Distributor  becomes  insolvent  or  fails  to pay  its  debts  when  due;  (ii)
Distributor  makes any assignment for the benefit of creditors,  or seeks relief
under any  bankruptcy  law or similar  law for the  protection  of  debtors,  or
suffers a petition of bankruptcy to be filed against it or a receiver or trustee
appointed for  substantially  all of its assets,  and such is not removed within
thirty (30) days; (iii)  Distributor  breaches any material term,  covenant,  or
condition  of  this  Agreement  or any  other  agreement  between  Licensor  and
Distributor;  (iv)  any  of  Distributor's  Affiliated  Companies  breaches  any
material term,  covenant or condition of any other  Agreement with Licensor;  or
(v) Distributor attempts to make any assignment, transfer, or sublicense of this
Agreement or any of the  Licensed  Rights  without  first  obtaining  Licensor's
consent as required by Paragraph 11.

         17.2 - Notice to Distributor:  Licensor will give  Distributor  written
notice of any  claimed  default.  If the  default  is  incapable  of cure,  then
Distributor will be in default immediately upon receipt of Licensor's notice. If
the default is capable of cure, then  Distributor  will have ten (10) days after
its receipt to cure any monetary default, and twenty (20) days after its receipt
to cure any  non-monetary  default.  If the default is incapable of cure,  or if
Distributor  fails to cure within the times provided,  then Licensor in addition
to any other rights or remedies may  terminate  this  Agreement as to any or all
Pictures licensed, retroactive to the date of default. Licensor may then proceed
against  Distributor  for  legal  and  equitable  relief,  including  suspending
delivery  of any  Picture(s)  and  declaring  all unpaid  amounts  due  Licensor
immediately due and payable.

         17.3 - Licensor's  Default:  Licensor will default if Licensor breaches
any material  term,  covenant,  or condition of this  Agreement.  Any default by
Licensor is limited to the  particular  Picture to which a default  applies.  No
default as to one Picture will be a default as to any other Picture,  nor will a
default  by  Licensor  as to any one  agreement  be a  default  as to any  other
agreement with respect to any picture.

         17.4 - Notice to Licensor:  Distributor  will  promptly  give  Licensor
written notice of any claimed default. Licensor will have twenty (20) days after
its receipt to commence  and  diligently  pursue cure of such  default.  Only if
Licensor fails to do so, may Distributor  proceed against Licensor for available
relief.


                                      ST-14

<PAGE>


18. - ANTI-PIRACY PROVISIONS

         18.1 - Notice  Requirements:  Distributor  will include in each copy of
the Picture  distributed under is authority the copyright notice and anti-piracy
warning supplied by Licensor. A "copy" of a Picture includes: (i) all authorized
negatives,  preprint  materials,  and release  prints of the  Picture;  (ii) all
masters,  tapes, discs or Videograms embodying the Picture, and their packaging;
and (iii) all negatives,  masters,  prints,  cassettes,  tapes,  or discs of the
Picture delivered to telecasters.

         18.2 - Copyright Notice:  Unless otherwise  indicated by Licensor,  the
copy right notice on each copy of each Picture must read exactly as follows:

          Copyright (c) [year date of first release] [Licensor's name]
                               All Rights Reserved

         18.3 - Basic Anti-Piracy  Warning: The anti-piracy warning on each copy
of each Picture must read substantially as follows:

                                     WARNING
                    THIS MOTION PICTURE IS PROTECTED BY LAW.

Any unauthorized copying, hiring, lending, distribution,  exporting,  importing,
dissemination,  exhibition or public performance is prohibited by law. Violators
will be subject to investigation by the FBI,  Interpol and other police agencies
and to criminal prosecution, civil penalties, or both.

         18.4 - Videogram  Warning:  Videograms  embodying the Picture and their
packaging must contain this additional warning:

                            Licensed only for use in
                       [Insert all countries in Territory]

And, where such  Videograms are exploited for Home Video use, each Videogram and
its packaging must also include the following additional phrase:

                      Authorized For Private Home Use Only

         18.5 - Enforcement:     Distributor  will  take  all  reasonable  steps
necessary to protect the  copyright in the Picture to prevent  piracy.  Licensor
may  participate  in  any  anti-piracy  action  using  counsel  of  its  choice.
Licensor's  expenses  will be reimbursed  from any recovery in equal  proportion
with Distributor's  expenses. If Distributor fails to take necessary anti-piracy
action,  Licensor  may,  but will not be  obligated  to,  take  such  action  in
Licensor's or Distributor's name, with all recoveries belonging to Licensor.

         18.6 - New Technology:  If during the Term new technology in use in the
Territory  inhibits  the  unauthorized  duplication  of  copies  of  a  picture,
interferes  with the reception  television  signals without use of an authorized
decoding  device,  or otherwise  provides  protection  against the  unauthorized
duplication,  distribution,  or public performance of copies of a picture,  then
Distributor  will reasonably  apply such technology to all copies of the Picture
manufactured, distributed or publicly performed under its authority. Distributor
may deduct the cost of so doing as a  Recoupable  Distribution  Cost after first
obtaining Licensor's reasonable approval.

         18.7 - No Warranty Against Piracy: Licensor and Distributor acknowledge
that it is in their mutual best interest to prevent piracy of the Picture in the
Territory. Licensor has informed Distributor of any act of piracy of the Picture
in the  Territory  of which  Licensor is aware,  and such  information  has been
considered  in  determining  the  Guarantee.  Distributor  has  also  taken  all
necessary  steps to inform  itself of any piracy of the Picture in the Territory
before  executing this Agreement.  No piracy of the Picture,  whether  occurring
before or after the  execution  of this  Agreement,  will allow  Distributor  to
terminate this Agreement or reduce any amounts due Licensor.  However,  Licensor
will cooperate with  Distributor in seeking to prevent or remedy any such act of
piracy.


                                                     ST-15

<PAGE>


19. - LICENSOR'S WARRANTIES:

         19.1 - Licensor  has full  authority  and  ability  to  enter  into and
completely  perform  this  Agreement  and to  license  all  Licensed  Rights  to
Distributor.  Licensor  has snot and will not  undertake  any action which might
impair those Rights.  There are no existing or  threatened  claims or litigation
which would adversely affect or impair any of the Licensed Rights.

         19.2 - Licensor has not  licensed,  encumbered or assigned and will not
license,  encumber  or assign any  Licensed  Rights in the  Picture to any other
person in the Territory  during the Term,  which will  interfere with or compete
with the Rights granted to Distributor.

         19.3 - To the best of Licensor's knowledge,  no element of the Picture,
nor the Picture  itself,  nor the exercise of any Licensed Rights in the Picture
does or will:  (i) defame  any third  party;  or (ii)  infringe  any  copyright,
trademark,  right of ideas,  patent,  or any other  property  right of any third
party.

20. - DISTRIBUTOR'S WARRANTIES

Distributor represents and warrants to Licensor:
         20.1 -  Distributor  has full  authority  and ability to enter into and
completely  perform this  Agreement.  Distributor has not and will not undertake
any action which might impair Licensor's rights under this Agreement.  There are
no existing or threatened  claims or litigation  which would adversely affect or
impair Distributor's ability to completely perform under this Agreement.

         20.2 -  Distributor  will honor all restrictions on the exercise of the
Licensed  Rights  or  any  other  rights  granted  in  this  Agreement  as  such
restrictions  may be duly given to  Distributor  by Licensor in conformity  with
this Agreement.  Distributor will not exploit any Reserved Rights in the Picture
or any other rights not specifically  licensed to Distributor in this Agreement,
nor will  Distributor  exploit the Picture  outside the  Territory  or after the
Term.

         20.3 -  In  case  of any  assignment  of  this  Agreement  pursuant  to
Paragraph 22,  Distributor makes the following  additional  representations  and
warranties to Licensor:

         (i)      As a condition to the  effectiveness  of such  assignment  the
                  assignee  can and  will  make all of the  representations  and
                  warranties set forth in Paragraph 20.1 directly to Licensor as
                  if  such  Assignee  executed  this  Agreement   directly  with
                  Licensor.

         (ii)     If such  assignee  breaches any of those  representations  and
                  warranties,  then  Licensor,  in  addition  to  any  right  or
                  remedies  it may  have  against  such  assignee,  may  proceed
                  directly  against  Distributor  for such breach  without first
                  proceeding   against  such  assignee  or  exhausting   any  of
                  Licensor's rights or remedies against such assignee.

21. - INDEMNITIES

         21.1 -  Licensor's  Indemnities:   Licensor  will  indemnify  and  hold
harmless  Distributor  (including  its officers,  directors,  partners,  owners,
shareholders,  employees  and agents)  against all damages,  losses,  claims and
expenses  (including  reasonable  attorney's  fees)  and  liabilities,  but  not
including "lost profits" or consequential  damages,  due to Licensor's breach of
any of its obligations, representations or warranties set out in this Agreement.
Licensor will remain responsible for honoring Licensor's indemnities despite any
assignment or sublicense  pursuant to Paragraph 22. Where  Licensor is acting as
an agent, these indemnities will be deemed made directly by Licensor's principal
to Distributor,  and Distributor  will look only to such principal to honor such
indemnities with regard to the principal's representations and warranties.

         21.2 - Distributor's  Indemnities:  Distributor will indemnify and hold
harmless  Licensor  (including  its  officers,   directors,   partners,  owners,
shareholders,  employees  and agents)  against all damages,  losses,  claims and
expenses  (including   reasonable   attorneys'  fees)  and  liabilities  due  to
Distributor's  failure to abide by any restriction on the exercise of any rights
granted to it or for breach of any of Distributor's obligations, representations
or warranties set out int his Agreement. Distributor will remain responsible for
honoring Distributor's indemnities despite any assignment or sublicense pursuant
to Paragraph 22.


                                      ST-16

<PAGE>


22. - ASSIGNMENT AND SUBLICENSING

         22.1 - Distributor's   Limitations:   This  Agreement  is  personal  to
Distributor. Except as provided in Paragraph 22.2, Distributor may not assign or
transfer  this  Agreement,  or  sublicense or use an agent to exploit any of the
Rights granted to Distributor, whether voluntarily or involuntarily, without the
prior  written  consent of Licensor  which may be withheld  in  Licensor's  sole
discretion. As assignment or transfer or a controlling interest in Distributor's
capital  stock or other  evidence  of  ownership  will be deemed an  assignment,
transfer or sublicense for which Licensor's  consent must be first obtained.  If
Licensor does consent to any assignment, transfer, sublicense or agent then this
Agreement   will  be   binding   on  such   authorized   assignee,   transferee,
subdistributor  or  agent  but  will  not  release  Distributor  of  any  of its
obligations under this Agreement.

         22.2 - Exception:  Distributor may transfer or assign this Agreement to
any wholly owned  subsidiary or to any affiliated  company which is wholly owned
by any company  which wholly owns  Distributor  provided  that prompt  notice of
assignment is given to Licensor.  In that case, all references to  "Distributor"
in this Agreement will include such subsidiary or affiliated  company,  provided
that Distributor timely notify Licensor such transfer or assignment.

         22.3 -  Licensor's  Rights:  Licensor  may freely  assign,  transfer or
sublicense  any of its rights  under  this  Agreement,  but no such  assignment,
transfer or  sublicense  will  relieve  Licensor to its  obligations  under this
Agreement,  unless it is to a company which requires all or substantially all of
Licensor's assets.

         22.4 - Licensor's Assignment For Financing Purposes: If Licensor elects
to assign or pledge this Agreement or Licensor's right to receive any payment to
a lender or other  person as  security  for or in  consideration  of any loan or
other obligation,  the Distributor will promptly on request execute a reasonable
and  customary  standard  form Notice of  Collateral  Assignment,  Agreement And
Charge,  or similar  document as  necessary to establish or perfect the lender's
interest  or secure  its  rights.  Distributor  agrees  not to assert any offset
rights against such lender or to assert any rights it may have against  Licensor
to delay or diminish the payment of any sums assigned or pledged to such lender,
but instead to treat such offsets or rights as a separate and  unrelated  matter
solely between Licensor and Distributor.

23. - MISCELLANEOUS PROVISIONS

         23.1 - Separability:  In case of any conflicts between any term of this
Agreement and any material law, ordinance,  rule or regulation,  the latter will
prevail.

         23.2 - No Waiver: No waiver of any breach will be a waiver of any other
breach of the same or any other  provision.  No  waiver is  effective  unless in
writing.  The  exercise  of any  right  will not be deemed a waiver of any other
right or of any default of the other party.

         23.3 - Remedies Cumulative:  All remedies are cumulative, and resort to
one will not preclude resort to any other at any time.

         23.4 - Notices: All notices and payments will be sent to the parties at
the addresses specified on the Cover Page, either by telecopy, telegram or first
class mail,  postage  prepaid.  Either  party may change its place for notice by
like notice.

         23.5  -  Entire   Agreement:   This   Agreement   contains  the  entire
understanding  of the parties  regarding its subject matter,  and supersedes all
previous written or oral negotiations, understandings or representations between
the parties regarding its subject matter, if any. Each party expressly waives in
favor of the  other any right to rely on such  negotiations,  understandings  or
representations, if any.

         23.6 -  Modification:  No  modification  or amendment of this Agreement
will be effective unless in writing, signed by both parties.

         23.7 - Captions:  Captions and Paragraph  headings are for  convenience
only.

         23.8 - Terminology:  As used in the  Agreement  "and"  means all of the
possibilities,  "or" means any or all of the  possibilities  in any combination,
and  "either.  . .or" means  only one of the  possibilities.  "Including"  means
"including without limitation".

                                      ST-17

<PAGE>



         23.9 -  Applicable Law: This Agreement shall be construed,  interpreted
and enforced in accordance  with the laws of the State of California  applicable
to agreements deemed negotiated,  made, executed and wholly performed in said St
ate.  Licensor  and  Distributor  hereby  consent  and  submit to the  exclusive
jurisdiction  and  venue  of  said  State,  County  of  Los  Angeles,   for  the
adjudication of any dispute between Licensor and Distributor  pertaining to this
Agreement or the alleged breach of any provision hereof,  and further agree that
the mailing to either party of any court  process or other papers in  connection
with the  adjudication  of any such dispute,  by certified or  registered  mail,
return receipt  requested,  at such party's  address set forth herein,  shall be
good and  sufficient  service of such papers and of the same force and effect as
if such papers had been personally served on such party in said State.

         23.10 - Arbitration: Notwithstanding anything to the contrary contained
herein,  at  plaintiff's  election,  all disputes  under this  Agreement will be
resolved  by final and  binding  arbitration  under the Rules for  International
Arbitration  of the  American  Film  Marketing  Association  in effect  when the
arbitration  is filed (the "AFMA  Rules").  Licensor and  Distributor  waive any
right to  adjudicate  any dispute in any other court or forum except a party may
seek interim relief as allowed by the AFMA Rules.  Licensor and Distributor will
abide by any decision in the arbitration and any court having  jurisdiction  may
enforce it. Licensor and Distributor submit to the jurisdiction of the courts in
the Forum to compel arbitration or to confirm an arbitration award. Licensor and
Distributor  agree to accept  service  of process  in  accordance  with the AFMA
Rules.

                                      ST-18

<PAGE>



                             SCHEDULE OF DEFINITIONS

A.       Cinematic Definitions:
         Cinematic  means all forms of  Theatrical,  Non-Theatrical  and  Public
Video exploitation of a Motion Picture.

         Theatrical  means  exploitation  of a Motion  Picture  Copy for  direct
exhibition in conventional or drive-in  theaters,  licensed as such in the place
where the exhibition occurs, which are open to the general public on a regularly
scheduled basis and which charge an admission fee to view the Motion Picture.

         Non-Theatrical  means  exploitation  of a Motion  Picture Copy only for
direct  exhibition  before  an  audience  by  and at the  facilities  of  either
organizations  not  primarily  engaged  in the  business  of  exhibiting  Motion
Pictures, such as in educational  organizations,  churches,  restaurants,  bars,
clubs, trains,  libraries, Red Cross facilities,  oil rigs and oil fields, or by
and at the  facilities of  governmental  bodies such as in  embassies,  military
bases,  military vessels,  and other governmental  facilities flying the flag of
the  licensed   territory.   By  way  of   clarification   but  not  limitation,
Non-Theatrical does not include Commercial Video, Public Video, Airline, Ship or
Hotel exploitation.

         Public Video means  exploitation of a Motion Picture Copy embodied in a
Videogram only for direct exhibition before an audience in a "mini-theater",  an
"MTV  theater"  or like  establishment  which  charges an  admission  to use the
viewing  facility  or to view  the  Videogram  and  which is not  licensed  as a
traditional motion picture theater in the place where the viewing occurs.

B.       Video Definitions

         Video means all forms of Home Video and Commercial  Video  exploitation
         of a Motion  Picture.  Home Video  means the  exploitation  of a Motion
         Picture Copy embodied in a Videogram which

is rented or sold to the viewer only for viewing the embodied  Motion Picture in
private living  accommodations where no admission fee is charged with respect to
such  viewing.  Home Video does not include the public  performance,  diffusion,
exhibition or broadcast of the Videogram.

         Commercial  Video  means  the  exploitation  of a Motion  Picture  Copy
embodied in a Videogram only for direct  exhibition before an audience by and at
the facilities of either  organizations not primarily engaged in the business of
exhibiting  Motion  Pictures,  such as in  educational  organization,  churches,
restaurants,  bars, clubs, trains, libraries, Red Cross facilities, oil rigs and
oil fields,  or by any of  governmental  bodies such as in  embassies,  military
bases,  military vessels,  and other governmental  facilities flying the flag of
the  licensed  territory,  but only t the extent that such  exploitation  is not
otherwise utilized in the Territory as a form of Non-Theatrical exploitation. By
way of  clarification  but not  limitation,  Commercial  Video does not  include
Non-Theatrical, Public Video, Airline, Ship or Hotel exploitation.

C.       Ancillary Definitions

         Ancillary means all forms of Airline,  Ship and Hotel exploitation of a
         Motion  Picture.  Airline means  exploitation  of a Motion Picture Copy
         only for direct exhibition in airplanes,

wherever  located,  which are  operated  by an  airline  flying  the flag of any
country in the licensed territory for which the Airline exploitation is granted,
but excluding  airlines which are customarily  licensed from a location  outside
the licensed  territory or which are only serviced in but do not fly the flag of
a country in the licensed territory.

         Ship  means  exploitation  of a Motion  Picture  Copy  only for  direct
exhibition in ocean going  vessels,  wherever  located,  which are operated by a
shipping line flying the flag of any country in the licensed territory for which
Ship exploitation is granted, but excluding shipping lines which are customarily
licensed from a location outside the territory or which are only serviced in but
do not fly the flag of a country in the licensed territory.


                                      SD-1

<PAGE>


         Hotel means the  exploitation  of a Motion Picture Copy only for direct
exhibition  in  temporary  or permanent  living  accommodations  such as hotels,
motels,  apartment  complexes,  cooperatives or condominium projects by means of
closed-circuit television systems where the telecast originates within or in the
immediate vicinity of such living accommodations.

D.       Television Definitions

         Television  means  all  forms of Free TV and Pay TV  exploitation  of a

         Motion Picture.  Free TV means all forms of Terrestrial  Free TV, Cable

         Free TV, and Satellite Free TV exploitation of a Motion Picture.

         Terrestrial Free TV means only standard over-the-air broadcast by means
of Hertzian  waves of a Motion Picture Copy which is intended for reception on a
television receiver in private living accommodations without a charge being made
to the viewer for the privilege of viewing the Motion  Picture.  For purposes of
this definition,  neither governmental  television receiver assessments or taxes
will be deemed a charge to the viewer.

         Cable  Free TV means  only the  transmission  by  means of  coaxial  or
fiber-optic  cable  of a  Motion  Picture  Copy for  reception  on a  television
receiver in private  living  accommodations  without a charge  being made to the
viewer for the  privilege  of viewing the Motion  Picture.  For purposes of this
definition,  neither governmental  television receiver assessments or taxes, nor
the regular  periodic  service charges (other than a charge paid with respect to
Pay TV) paid by a  subscriber  to a cable  television  system  will be  deemed a
charge to the viewer.

         Satellite  Free TV means  only  the  up-link  transmission  of a Motion
Picture Copy to a satellite  and its  down-link  transmission  to a  terrestrial
satellite  reception  dish for the purpose of viewing of the Motion Picture on a
television  receiver in private  living  accommodations  which is located in the
immediate  vicinity of the  reception  dish  without a charge  being made to the
viewer for the  privilege  of viewing the Motion  Picture . For purposes of this
definition,  neither governmental  television receiver assessments or taxes will
be deemed a charge to the viewer.

         Pay TV  means  all  forms  of  Terrestrial  Pay  TV,  Pay-Cable  TV and
Satellite Pay TV exploitation  of a Motion Picture.  Pay TV does not include any
form of "pay-per-view"  telecast or other exhibition,  unless stated in the Deal
Terms.

         Pay-Cable  TV or Cable Pay TV means  transmission  of a Motion  Picture
Copy by means of an  encoded  signal  over  coaxial  or  fiber-optic  cable  for
reception on a television receiver in private living  accommodations by means of
a decoding  device  where a charge is made:  (i) to the viewers for the right to
use the  decoding  device or viewing any special  channel  which  transmits  the
Motion Picture along with other programming; or (ii) to the operator of a hotel,
motel,  apartment complex,  co-operative,  condominium project, or similar place
located  distant from the place where such broadcast  signal  originated for the
right to use decoding  device to receive and retransmit the  programming on such
channel throughout such place.

         Satellite Pay TV means the uplink transmission of a Motion Picture Copy
by means of an encoded signal to a satellite and its down-link transmission to a
terrestrial  satellite  reception dish and a decoding  device for the purpose of
viewing  the  Motion  Picture  on  a  television   receiver  in  private  living
accommodations  which is located in the immediate vicinity of the reception dish
and decoding  device where a charge is made:  (i) to the viewer for the right to
use the  decoding  for  viewing a special  channel  which  transmits  the Motion
Picture along with other programming; or (ii) to the operator of a hotel, motel,
apartment complex,  co-operative,  condominium project, or similar place located
distant from the place where such broadcast  signal  originated for the right to
use decoding  device to receive and retransmit  the  programming on such channel
throughout such place.

         Terrestrial  Pay TV means only standard  over-the-air  broadcast of any
Motion  Picture  Copy by means of  encoded  Hertzian  waves for  reception  on a
television  receiver  in private  living  accommodations  by means of a decoding
device  where a  charge  is made:  (i0 to the  viewer  for the  right to use the
decoding  device for viewing  any special  channel  which  transmits  the Motion
Picture along with other programming; or (ii) to the operator of a hotel, motel,


                                      SD-2

<PAGE>


apartment  complex,  cooperative,  condominium  project or similar place located
distant from the place where such broadcast  signal  originated for the right to
use the  decoding  device to receive  and  retransmit  the  programming  on such
channel throughout such place.

E.       Other Rights

         Merchandising  means the  manufacture  and  distribution  for profit of
items of merchandise,  other than books and records,  featuring or embodying the
title of the Picture, or any logos identifiable with the Picture, or the name or
likeness  of any  characters,  animals or objects  identifiable  with the Motion
Picture.

         Music  Publishing  means  the  administration  of the  copyright(s)  in
musical compositions  appearing in the Picture's soundtrack,  to the extent that
the same are owned or/and controlled by Licensor.

         Novelization  means  the  authorization  of,  or act  of,  writing  (by
translation or otherwise) and exploitation of the Picture or screenplay  thereof
as a book, novel or other printed  (electronic or otherwise) or published medium
(electronic or otherwise).

         Pay Per View means the  broadcast of a Motion  Picture Copy by means of
any  encrypted  signal  for  reception  on  television  receivers  in  homes  or
non-residential  institutions,  including hotels, motels, and hospitals, where a
charge is made to the viewer for the rights to use a decoding device to view the
broadcast of a Motion Picture at a time  designated by the  broadcaster for each
viewing.  Pay Per View Rights do not include any form of Hotel/Motel,  Pay TV or
Video On Demand Rights.

         Souvenir  Program means the  preparation  and  exploitation of souvenir
booklets  or  programs,  not to exceed  thirty  (30) pages in length,  featuring
photographs and explanatory text relating to the Picture.

         Soundtrack  Record means the manufacture and exploitation of recordings
in any form  embodying  all or any part of the  soundtrack of the Picture or any
re-recording  of all or any part of the soundtrack of the Picture  (packaged and
labeled in such a way as to be  identifiable  with the  Picture)  in lieu of the
actual soundtrack thereof.

         Video On Demand means the  broadcast of a Motion  Picture Copy by means
of an encrypted signal for reception by decoding and storage devices for viewing
on television  receivers in homes or non-  residential  institutions,  including
hotels,  motels  and  hospitals,  where a  charge  is made  to the  viewer  on a
fee-exhibition  basis for the right to use such  decoding and storage  device to
view the broadcast of a Motion Picture at a time selected by the viewer for each
viewing. Video On Demand does not include any form of Hotel/Motel, Pay TV or Pay
Per View.

F.       Usage Definitions:

         Affiliated  Company means, with respect to any party to this Agreement,
means any Person  (including any officer,  director,  employee or partner of any
Person) owned or controlled  by,  controlling  or under common  control with the
party.  Ownership  directly or  indirectly of fifty percent (50%) of one hundred
percent (100%) or more of the voting stock or other voting equity  security of a
Person,  or in the case of a  partnership,  fifty  percent (50% ) or more of the
general partnership  interests in such partnership,  will in all cases be deemed
control.

         Broadcast means the  communication  to the public of any form of Motion
Picture Copy by means of wire,  cable,  wireless  diffusion or radio waves which
allows the Motion Picture to be viewed on a television receiver. Broadcast means
the same as telecast or diffusion.

         Cassette means the same as Videocassette.

         Law  means  any  present  or  future  statute  or  ordinance,   whether
municipal,  state,  national or territorial,  any executive,  administrative  or
judicial  regulation,  order,  judgment or decree,  any treaty or  international
convention,  any rule or principle  or common law or equity or any  requirement,
custom or practice with equivalent force of law.


                                      SD-3

<PAGE>

         Person  means  any  natural   individual  or  any  firm,   corporation,
association,   partnership,   organization  or  other  enterprise  organized  or
operating  under  the  Laws  of  any  jurisdiction.   Motion  Picture  means  an
audiovisual  work consisting of a series of related images which,  when shown in
succession, impart an impression of motion, with accompanying sounds, if any.

         Motion  Picture Copy means the  embodiment  of a Motion  Picture in any
physical form,  including film, tape,  cassette or disc. Where a specific medium
is  limited to  exploitation  by a  specific  physical  form,  for  example,  to
exploitation of Videograms, then Motion Picture Copy with respect to such medium
is limited to such physical form.

         Rights means with respect to any  licensed  medium the specific  rights
under  copyright to do, and to  authorize  others to do in  accordance  with the
agreement of the  parties,  the  following as strictly  necessary to exploit the
work in the licensed medium only: (i) to make duplicate copies of the work; (ii)
to  make  supplemental  works,  such  as  t  railers,  posters  and  advertising
accessories,  derived from the original  work for the sole purpose of exploiting
the  licensed  rights  in  the  original  work;  (iii)  to  distribute  publicly
authorized copies of the work; (iv) to perform publicly authorized copies of the
work to the extent authorized;  and (v) to display publicly authorized copies of
the work to the extent authorized.

         Videocassette means a VHS or Beta cassette or electronic storage device
in any authorized  format designed to be used in conjunction with a reproduction
apparatus  which  causes a Motion  Picture  to be  visible  on the  screen  of a
television receiver. A Videocassette does not include any type of Videodisc.

         Videogram means any type of Videocassette or Videodisc, but only to the
extent  the  specific  Type of  electronic  storage  device  and its  Format  is
authorized in the agreement of the parties.

         Videodisc  means  any  laser  or  capacitance  disc  or  other  form of
mechanical storage device designed to be used in conjunction with a reproduction
apparatus  which  causes a Motion  Picture  to be  visible  on the  screen  of a
television receiver. A videodisc does not include any type of Videocassette.

         Work means any  original  expression  of  authorship  in the  literary,
scientific  or  artistic  domain  whatever  may  be  the  mode  or  form  of its
expression.

                                      SD-4