OVERSEAS FILMGROUP, INC.
                              AMENDED AND RESTATED
                  1996 SPECIAL STOCK OPTION PLAN AND AGREEMENT

     This OVERSEAS FILMGROUP, INC. AMENDED AND RESTATED 1996 SPECIAL STOCK
OPTION PLAN AND AGREEMENT (the "Amended and Restated Plan Agreement") is made
and entered into this 20th day of June, 2000, by and among ROBERT B. LITTLE
("Robert"), ELLEN DINERMAN LITTLE ("Ellen") and OVERSEAS FILMGROUP, INC., a
Delaware corporation (the "Company"). Robert B. Little and Ellen Dinerman Little
are each sometimes individually referred to herein as an "Optionee" and they
sometimes are collectively referred to herein as the "Optionees."

                                    RECITALS

     WHEREAS, the Optionees each were granted options to purchase an aggregate
of 1,100,000 shares of the Company's common stock, $.001 par value per share
("Common Stock") under the Overseas Filmgroup, Inc. 1996 Special Stock Option
Plan and Agreement dated October 31, 1996 among Robert, Ellen and the Company
(the "Existing Plan Agreement");

     WHEREAS, pursuant to a Securities Purchase Agreement dated May 3, 2000 (the
"Purchase Agreement") between the Company and Rosemary Street Productions, LLC
("Rosemary"), Rosemary is purchasing certain securities of the Company;

     WHEREAS, the Company has entered into an Amended and Restated Employment
Agreement with Robert dated the date hereof ("Employment Agreement") and has
entered into a First Look Agreement with Ellen dated the date hereof ("First
Look Agreement");

     WHEREAS, in order to induce Rosemary to enter into the Purchase Agreement,
the parties hereto have agreed to amend and restate the Existing Plan Agreement
in its entirety to set forth the terms of the options to be granted to the
Optionees following the transactions contemplated by the Purchase Agreement; and

     WHEREAS, as a term and condition of the Employment Agreement and First Look
Agreement and as consideration for the execution thereof, the parties hereto
shall have entered into this Amended and Restated Plan Agreement.

                                    AGREEMENT

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1. Existing Plan Agreement. The Existing Plan Agreement is hereby amended
and restated in its entirety as set forth herein and, upon execution hereof, the
terms of this Agreement shall supercede the terms of the Existing Plan
Agreement.



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     2. Representations and Warranties of the Company. The Company represents
and warrants that:

          (a) This Amended and Restated Plan Agreement has been approved
pursuant to the procedures required for compliance with the provisions of Rule
16b-3 of the General Rules and Regulations ("Rule 16b-3") under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Section 162(m)(4)(C)
of the Internal Revenue Code of 1986, as amended (the "Code");

          (b) The grant of options under this Amended and Restated Plan
Agreement and the terms and conditions of this Amended and Restated Plan
Agreement have been approved by a committee (the "Committee") comprised solely
of two or more Directors of the Company who are (i) "outside directors" within
the meaning of Section 162(m)(4)(C) of the Code and (ii) "disinterested persons"
within the meaning of Rule 16b-3(c)(2)(i) under the Exchange Act; and

          (c) This Amended and Restated Plan Agreement complies in all respects
with Rule 16b-3 in connection with the options to be granted hereunder.

     3. Registration; Reservation of Shares. The Company represents, warrants,
covenants and agrees that within fourteen calendar days of the date hereof, the
Company shall have registered under the Securities Act of 1933, as amended (the
"Act"), this Amended and Restated Plan Agreement and the shares of Common Stock,
issuable upon exercise of the options to be granted hereunder on such form and
in such manner so that upon exercise of the options hereunder the shares of
Common Stock issuable as a result thereof may be transferred thereafter by the
Optionees without any restriction whatsoever under any federal or state
securities law. Until all options granted hereunder have been exercised or have
expired, the Company shall use its best efforts to maintain such registration,
keep the applicable registration statement effective and otherwise permit the
transferability by Optionees of the Common Stock issuable upon exercise of the
options granted hereunder without restriction under any federal or state
securities laws. The Company shall cause all shares of Common Stock issuable
upon exercise of the options granted hereunder to be listed on each securities
exchange or quotation system on which similar securities issued by the Company
are then listed. All of the foregoing actions of the Company have been and shall
be at the Company's expense. The Company will at all times reserve and keep
available, free from preemptive rights, out of the aggregate of its authorized
but unissued Common Stock, for the purpose of enabling it to satisfy any
obligation to issue shares of Common Stock upon exercise of the Options, the
maximum number of shares of Common Stock which may then be deliverable upon the
exercise of all outstanding Options.

     4. Grants to Optionees. The Company hereby grants, on the date hereof (the
"Grant Date"), to each Optionee, subject to the terms and conditions set forth
herein, options to purchase from the Company an aggregate of 250,000 shares of
the Company's Common Stock per Optionee. The Options are not intended to qualify
as and will not be treated as "incentive stock options" within the meaning of
Section 422 of the Code. The maximum number of shares of Common Stock for which
each Optionee may be granted options under this Amended and Restated Plan
Agreement shall be limited to 250,000 (such number being subject to adjustment
in accordance with the terms and provisions hereof including, without
limitation, Section 13 hereof).


<PAGE>



     5. Price and Exercise of the Options.

          (a) Exercise Price. The exercise price ("Exercise Price") of the
Options is $3.40 per share of Common Stock, subject to adjustment as provided in
this Amended and Restated Plan Agreement. The Exercise Price shall be paid in
full at the time of exercise (except to the extent the sale and remittance
procedure described in subparagraph (iv) below is utilized) by one of the
following methods selected in each case by the Optionee:

          (i) in cash or by certified or cashier's check payable to the order of
     the Company,

          (ii) by cancellation of indebtedness owed by the Company to the
     Optionee exercising the Option.

          (iii) by delivery of shares of the Common Stock of the Company already
     beneficially owned by the Optionee(s) and having an aggregate Current
     Market Price determined in accordance with Section 9 hereof equal to the
     total Exercise Price of the Options being exercised (provided such shares
     have been beneficially owned by the Optionee(s) for at least six (6)
     months),

          (iv) through a special sale and remittance procedure, which the
     Company shall promptly establish, pursuant to which upon irrevocable
     written instructions of Optionee to the Company (a) a Company-designated
     brokerage firm shall effect the immediate sale of the shares underlying the
     Options being exercised and remit to the Company, out of the sale proceeds
     available on the settlement date, sufficient funds to cover the aggregate
     Exercise Price payable for the exercise of the Options covering such shares
     plus all applicable taxes required to be withheld by the Company by reason
     of such exercise, (b) the remainder of the sale proceeds shall be promptly
     remitted to Optionee and (c)the Company shall deliver the certificates for
     such shares underlying the Options being exercised directly to such
     brokerage firm in order to complete the sale,

          (v) by any combination thereof, or

          (vi) in such other manner as the Committee may specify in order to
     facilitate the exercise of Options by the Optionees.

          (b) Exercise Notice. In order to exercise an Option, the Optionee or
any other person or persons entitled to exercise the Option shall give written
notice to the Secretary of the Company or to such other person as may be
designated by the Company, in the form set forth on Exhibit "A," specifying the
number of shares to be purchased. If the Option is being exercised by any
person(s) other than the Optionee, such notice shall be accompanied by proof,
satisfactory to counsel for the Company, of the right of such person(s) to
exercise the Option. This notice shall be accompanied by payment of the Exercise
Price for the shares as provided in Section 4(a). The Optionee shall also
deliver such additional documents as the Company may then reasonably require
pursuant to this Amended and Restated Plan Agreement.


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          (c) Withholding Tax. Upon the exercise of an Option, the Company shall
have the right to require the Optionee, and Optionee hereby agrees, to pay the
Company the amount of any taxes which the Company may be required to withhold
with respect thereto. The Committee may, in its discretion, grant an Optionee,
at any time while any of such Optionee's Options remain outstanding, the right
to pay the amount of any taxes which the Company may be required to withhold in
connection with the subsequent exercise of such Options by delivering shares of
Common Stock with a Current Market Price (determined in accordance with Section
9 hereof) equal to such withholding tax obligation. If such right is granted to
an Optionee, then the shares which may be delivered in satisfaction of such
withholding tax obligation may, at such Optionee's discretion, be either shares
withheld by the Company upon the exercise of the Option or other shares of
Common Stock.

     6. Exercisability.

          (a) Subject to paragraph (b) of this Section 6 and Section 8 of this
Amended and Restated Plan Agreement, the Options granted to each Optionee will
be immediately exercisable.

          (b) Limitations on Exercisability of Robert's Options.

          (i) Notwithstanding the foregoing, if, during the term of Robert's
     employment under his Employment Agreement, Robert's employment with the
     Company (A) is validly terminated by the Company for "Cause" (as defined in
     Robert's Employment Agreement) or (B) is voluntarily terminated by Robert
     other than for "Good Reason" (as defined in Robert's Employment Agreement),
     then all of such Optionee's Options shall expire and become void.

          (ii) Notwithstanding anything to the contrary contained in this
     Amended and Restated Plan Agreement (including anything in Section 14), if
     Robert's employment with the Company is terminated (A) by the Company other
     than for "Cause" (as such term is defined in Robert's Employment
     Agreement), or (B) by Robert for "Good Reason" (as such term is defined in
     such Robert's Employment Agreement), then all of Robert's Options shall
     remain exercisable until the Expiration Date.

          (iii) Notwithstanding anything to the contrary contained herein, if
     Robert's employment with the Company is terminated as a result of Robert's
     Death or Disability (as such terms are defined in Robert's Employment
     Agreement), then Robert's Options shall remain exercisable until the
     Expiration Date.

     7. Expiration Date. The Options shall terminate and expire at 5:00 p.m.,
California time, on June 19, 2005. In no event may the Options be exercised
after the date on which they terminate.



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     8. Redemption. The Company may, upon the affirmative vote of the majority
of the Committee, call the Options for redemption, in whole or in part, at a
price of $0.01 per Option (each, a "Redemption Call"), (i) on the date, if any,
on which the Company calls for redemption (the "Warrant Call") all of the
Company's Redeemable Common Stock Purchase Warrants issued pursuant to that
certain Warrant Agreement dated as of February 16, 1995, by and between the
Company and Continental Stock Transfer & Trust Company or (ii) at any time after
the Warrant Call, upon notice in the case of (i) and (ii) (in the manner set
forth below) to each Optionee of not less than 30 days prior to the date of
redemption (the "Redemption Date"), and, in the case of a Redemption Call
pursuant to clause (ii) of this sentence, such Redemption Call may only be made
if the Current Market Price (determined in accordance with Section 10 hereof) of
the Common Stock has been at least $8.50, subject to adjustment in accordance
with Section 13 hereof, on each of the twenty (20) consecutive trading days
ending on the third business day prior to the date on which notice of such
Redemption Call is given. The Company shall cause to be mailed, certified mail,
postage prepaid, return receipt requested, to each Optionee at the notice
address set forth in Section 15 hereof, a written notice, notifying such
Optionee that the Company has called all or a portion of the Options for
redemption and stating (i) the Redemption Date, (ii) the number of Options
called for redemption (identifying any Options called for redemption which are
not yet vested), (iii) that all Options subject to such Redemption Call which
have not been previously exercised may be exercised prior to and including the
Redemption Date, regardless of whether such Options would otherwise be vested as
of such Redemption Date and (iv) that all Options which are the subject of such
Redemption Call which are not exercised on or before the Redemption Date shall
thereafter cease to be exercisable. Notwithstanding anything to the contrary in
the foregoing, in the event that exercise of an Optionee's Options and/or sale
of the shares received upon exercise during the period after a Redemption Call
and prior to the applicable Redemption Date (i) would result in liability under
Sections 10(b) or 16(b) of the Exchange Act or (ii) would be prohibited or
restricted in any manner by any applicable law or regulation, the redemption of
such Optionee's Options shall be delayed until the tenth day after the later of
(i) last date upon which such exercise and sale would result in such liability
or (ii) the last date when any applicable law or regulation would prohibit or
restrict in any manner such exercise or sale.

     9. Transferability. The Options granted under this Amended and Restated
Plan Agreement shall be non-transferable by the holder either voluntarily or by
operation of law, other than by will or the laws of descent and distribution,
and shall be exercisable during the holder's lifetime only by the holder,
regardless of any community property interest therein of the spouse of the
holder, or such spouse's successors in interest. If the spouse of the holder
shall have acquired a community property interest in an Option pursuant to a
domestic relations order as defined under the Code or Title 1 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the holder, or the
holder's permitted successors in interest, may exercise the Option on behalf of
the spouse of the holder or such spouse's successors in interest.

     10. Current Market Price of Common Stock. For purposes of this Amended and
Restated Plan Agreement, Current Market Price means the closing price of a share
of Common Stock on the trading day immediately preceding the date of such
determination on the principal national securities exchange or in the Nasdaq
National Market System to which the shares of Common Stock are listed or
admitted to trading, or if not listed or admitted to trading thereon, the
average of the closing bid and asked prices of the Common Stock in the



<PAGE>


over-the-counter market as reported by Nasdaq or any comparable system, or if
the Common Stock is not listed on Nasdaq or a comparable system, the average of
the closing bid and asked prices on such day in the domestic over-the-counter
market as reported on the NASD Electronic Bulletin Board, or, if not reported on
such bulletin board, in the "pink sheets" published by the National Quotation
Bureau, Incorporated. If at any time the Common Stock is not listed on any
national securities exchange or quoted in the Nasdaq System or the
over-the-counter market or reported on the NASD Electronic Bulletin Board or in
the "pink sheets" published by the National Quotation Bureau, Incorporated, the
Current Market Price on such day shall be the fair market value thereof
reasonably determined in good faith by the Committee and agreed to by the
Optionees (which agreement shall not be unreasonably withheld) based upon such
information and advice as they mutually consider appropriate (such agreement
between the Committee and the Optionees being referred to herein as "Mutual
Agreement"). If the Committee and the Optionee are unable to so agree within
twenty-one (21) days of the date of determination, the Current Market Price on
such day will be the fair market value thereof determined by an independent,
nationally recognized investment banking firm selected by mutual agreement of
the Committee and the Optionees (an "Agreed Upon Firm").

     11. No Right to Continued Employment or Engagement by the Company. This
Amended and Restated Plan Agreement is not an employment contract and nothing in
this Amended and Restated Plan Agreement shall be deemed to create in any way
whatsoever any obligation on Optionee's part to continue in the employ of the
Company, or an affiliate of the Company or on the Company's part to continue
Optionee's employment with the Company or an affiliate of the Company.

     12. Privileges of Stock Ownership. No person entitled to exercise any
Option granted under this Amended and Restated Plan Agreement shall have any of
the rights or privileges of a stockholder of the Company in respect of any
shares of Common Stock issuable upon exercise of such Option until certificates
representing such shares shall have been issued and delivered.

     13. Adjustment of Exercise Prices and Number of Options. The Exercise
Prices shall be subject to adjustment from time to time as hereinafter provided.

          (a) Subdivision or Combination of Stock. In case the Company shall at
any time subdivide the outstanding shares of Common Stock into a greater number
of shares, whether through a stock split, stock dividend or otherwise, the
number of shares of Common Stock issuable upon exercise of the Options shall be
proportionately increased and the Exercise Price in effect immediately prior to
such subdivision shall be proportionately reduced, and conversely, in case the
outstanding shares of Common Stock shall be combined into a smaller number of
shares, the number of shares of Common Stock issuable upon exercise of the
Options shall be proportionately reduced and the Exercise Price in effect
immediately prior to such combination shall be proportionately increased. Upon
each adjustment of the Exercise Price pursuant to this paragraph (a), each
Optionee shall thereafter be entitled to purchase, at the Exercise Price
resulting from such adjustment, the number of shares of Common Stock obtained by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of shares of Common Stock issuable upon exercise of such Option
immediately prior to such adjustment and dividing the product thereof by the
Exercise Price resulting from such adjustment.


<PAGE>




          (b) Adjustments for Consolidation, Merger, Sale of Assets,
Reorganization, Etc. In case the Company (i) consolidates with or merges into
any other entity and is not the continuing or surviving corporation of such
consolidation or merger, (ii) permits any other entity to consolidate with or
merge into the Company and the Company is the continuing or surviving
corporation but in connection with such consolidation or merger, the Common
Stock is changed into or exchanged for stock or other securities of any other
corporation or cash or any other assets, (iii) transfers all or substantially
all of its properties and assets to any other entity or (iv) effects a capital
reorganization or reclassification of the capital stock of the Company in such a
way that holders of Common Stock shall be entitled to receive stock, securities,
cash or assets with respect to or in exchange for Common Stock (each of the
foregoing events in clauses (i) through (iv) being a"Fundamental Change"), then
in each such case proper provision shall be made so that, upon the basis and
upon the terms and in the manner provided in this subsection (b), the Optionees,
upon the exercise of the Options at any time after the consummation of such
Fundamental Change, shall be entitled to receive (at the aggregate Exercise
Price in effect for all shares of Common Stock issuable upon such exercise
immediately prior to such consummation as adjusted to the time of such
transaction), in lieu of shares of Common Stock issuable upon such exercise
prior to such consummation, the stock and other securities, cash and assets to
which such Optionees would have been entitled upon such consummation if such
Optionees had exercised such Options immediately prior thereto (subject to
adjustments subsequent to such corporate action as nearly equivalent as possible
to the adjustments provided for in this Section 13). In the case of any
Fundamental Change, the Company shall require the successor or acquiring
corporation to assume the obligation to perform each and every covenant and
condition of this Amended and Restated Plan Agreement to be performed and
observed by the Company and all liabilities and obligations of the Company
hereunder.

          (c) Other Equitable Adjustments. If any event occurs as to which the
other provisions of this Section 13 are not strictly applicable (or if strictly
applicable would not fairly protect the rights of the Optionees in accordance
with the basic intent and principles of such provisions) but, in the reasonable
opinion of the Committee, an adjustment should be made to fairly protect the
rights of Optionees in accordance with the basic intent and principles of such
provisions, then the Company shall appoint a firm of independent certified
public accountants (which may be the regular auditors of the Company) of
recognized national standing, which shall give its opinion upon the adjustment,
if any, to be made to protect the Optionees against dilution on a basis
consistent with the basic intent and principles established in the other
provisions of this Section 13. Upon receipt of such opinion, the Company shall
forthwith make the adjustments, if any, described therein, provided such
equitable adjustments under this Section 13(c) would not result in a charge to
the Company's earnings pursuant to applicable financial accounting principles.

          (d) Notice of Adjustment. Upon any adjustment of the Exercise Price or
of the number of shares issuable upon the exercise of the Options, then and in
each such case the Company shall promptly deliver a notice to each Optionee of
the adjustment and a copy of a certificate of either the Committee or a firm of
independent public accountants selected by the Committee (who may be the regular
accountants employed by the Company), which certificate shall state the Exercise
Prices resulting from such adjustment and the increase or decrease, if any, in


<PAGE>



the number of shares issuable at such prices upon the exercise of each Option,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.

          (e) Other Notices. In case at any time:

          (i) the Company shall declare any cash dividend on its Common Stock;

          (ii) the Company shall pay any dividend payable in stock upon its
     Common Stock or make any distribution (other than regular cash dividends)
     to the holders of its Common Stock;

          (iii) the Company shall offer for subscription pro rata to the holders
     of its Common Stock any additional shares of stock of any class or other
     rights;

          (iv) the Company shall authorize the distribution to all holders of
     its Common Stock of evidences of its indebtedness or assets (other than
     cash dividends or cash distributions payable out of earnings or earned
     surplus or dividends payable in Common Stock);

          (v) there shall be any capital reorganization, or reclassification of
     the capital stock of the Company, or consolidation or merger of the Company
     with another corporation (other than a subsidiary of the Company in which
     the Company is the surviving or continuing corporation and no change occurs
     in the Company's Common Stock), or sale of all or substantially all of its
     assets to, another entity;

          (vi) there shall be a voluntary or involuntary dissolution,
     liquidation, bankruptcy, assignment for the benefit of creditors, or
     winding up of the Company; or

          (vii) the Company proposes to take any other action or an event occurs
     which would require an adjustment of the Exercise Price pursuant to this
     Section 13; then, in any one or more of such cases, the Company shall give
     written notice to each Optionee who is not then an executive officer or
     director of the Company, addressed to each such Optionee at the address of
     the Optionee shown on the books of the Company, of (1) the date on which
     the books of the Company shall close or a record shall be taken for such
     dividend, distribution or subscription rights, or (2) the date (or, if not
     then known, a reasonable approximation thereof by the Company) on which
     such reorganization, reclassification, consolidation, merger, sale,
     dissolution, liquidation, bankruptcy, assignment for the benefit of
     creditors, winding up or other action, as the case may be, shall take
     place. Such notice shall also specify (or, if not then known, reasonably
     approximate) the date as of which the holders of Common Stock or record
     shall participate in such dividend, distribution or subscription rights or
     shall be entitled to exchange their Common Stock for securities or other
     property deliverable upon such reorganization, reclassification,
     consolidation, merger, sale, dissolution, liquidation, bankruptcy,
     assignment for the benefit of creditors, winding up or other action, as the
     case may be. Such written notice shall be given at least ten days prior to
     the action in question and not less than ten days prior to the record date
     or the date on which the Company's transfer books are closed in respect
     thereto.


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          (f) Adjustments Below Par Value. Before taking any action which would
cause an adjustment pursuant to this Section 13 to reduce the Exercise Price
below the then par value (if any) of the shares of Common Stock issuable upon
the exercise of Options, the Company will take any corporate action which may,
in the opinion of its counsel (which may by counsel employed by the Company), be
necessary in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock at the Exercise Price as so adjusted.

          (g) Shares of Common Stock. For the purpose of this Section 13, the
terms "shares of Common Stock" shall mean (i) the class of stock designated as
the Common Stock of the Company at the date of this Agreement, or (ii) any other
class of stock resulting from successive changes or reclassifications of such
shares consisting solely of changes in par value, or from par value to no par
value, or from no par value to par value. In the event that at any time, as a
result of an adjustment made pursuant to this Section 13, the Optionees shall
become entitled to purchase any securities of the Company other than shares of
Common Stock, thereafter the number of such other shares so issuable upon
exercise of each Option and the Exercise Prices with respect to such shares
shall be subject to adjustment from time to time in a manner on the terms as
nearly equivalent as practicable to the provisions with respect to the Options
contained in this Section 13, and the provisions of this Section 13 shall apply
on like terms to any such other securities.

     14. Amendment of Amended and Restated Plan Agreement.

          (a) This Amended and Restated Plan Agreement may not be revised or
amended without the written consent of the Company and each Optionee who holds
an outstanding Option subject to such proposed revision or amendment, provided
further, that any such amendment or revision shall also be subject to any
applicable stockholder approval requirements. Notwithstanding the foregoing,
this Amended and Restated Plan Agreement may not be amended more than once every
six months, other than to comport with changes in the Code, ERISA or the rules
thereunder.

          (b) Except as provided in Section 12 hereof, no modification may be
made to the Options except in compliance with Rule 16b-3.

     15. Section 16 of the Exchange Act.

          (a) It is the intent of the Company that this Amended and Restated
Plan Agreement comply in all respects with Rule 16b-3 in connection with the
Options granted hereunder. Accordingly, if any provision of this Amended and
Restated Plan Agreement does not comply with Rule16b-3 as then applicable to
Optionees, then, with the written consent of Optionees, such provision shall be
construed or deemed amended to the extent necessary to conform to such
requirements with respect to the Optionees.

          (b) Unless an Optionee could otherwise transfer an Option or the
shares of Common Stock issued upon exercise of an Option granted under this
Amended and Restated Plan Agreement without incurring liability under Section



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16(b) of the Exchange Act, at least six months shall elapse from the Grant Date
to the date of disposition of any Common Stock issuable upon exercise of any
Option hereunder.

     16. Notices. Any notice that the Company is required or may desire to give
to Optionees hereunder shall be in writing and may be served by delivering it to
Optionees, or by sending it to Optionees by certified mail, return receipt
requested (effective five days after mailing) or overnight delivery of the same
by delivery service capable of providing verified receipt (effective the next
business day) or facsimile (effective twenty-four hours after receipt is
confirmed by person or machine), at the addresses set forth below, or such
substitute addresses as Optionees may from time to time designate by notice to
the Company. Any notice that the Optionees are required or may desire to serve
upon the Company hereunder shall be in writing and may be served by delivering
it personally or by sending it certified mail, return receipt requested or
overnight delivery, or facsimile (with receipt confirmed by person or machine)
to the address set forth below, or such substitute address as the Company may
from time to time designate by notice to Optionees. Such notices by Optionees
shall be effective at the same times as specified in this Section 16 for notices
by the Company.

          Robert B. Little:                       Robert B. Little
                                                  12309 Viewcrest Road
                                                  Studio City, CA 91604

          Ellen Dinerman Little:                  Ellen Dinerman Little
                                                  12309 Viewcrest Road
                                                  Studio City, CA 91604

          The Company:                            OVERSEAS FILMGROUP, INC.
                                                  8800 Sunset Boulevard
                                                  Los Angeles, California 9069
                                                  Attention: Corporate Secretary
                                                  (fax) (310) 855-0719

     17. Governing Law; Assigns. This Amended and Restated Plan Agreement and
the Options issued hereunder shall be deemed to be a contract made under the
laws of Delaware and for all purposes shall be governed by and construed in
accordance with the internal laws of such state, regardless of the law of choice
of law of that or any other jurisdiction. This Amended and Restated Plan
Agreement shall be binding upon and inure to the benefit of and been forceable
by the respective heirs, legal representatives, successors and permitted assigns
of the parties hereto.


<PAGE>



     IN WITNESS WHEREOF, the parties have caused this Amended and Restated Plan
Agreement to be executed as of the date first set forth above.

                                       OVERSEAS FILMGROUP, INC., a Delaware
                                       corporation

                                          /s/ William Lischak
                                       By:____________________________________
                                          Name:   William Lischak
                                          Title:  Chief Operating Officer, Chief
                                                  Financial Officer & Secretary


                                        /s/ Robert B. Little
                                       _______________________________________
                                       ROBERT B. LITTLE


                                        /s/ Ellen Dinerman Little
                                       _______________________________________
                                       ELLEN DINERMAN LITTLE


<PAGE>



                                                                     EXHIBIT A

                                 EXERCISE NOTICE

OVERSEAS FILMGROUP, INC.
8800 Sunset Boulevard
Los Angeles, California 90069
Attention: Corporate Secretary

                  Re:      Exercise of Stock Option

Ladies and Gentlemen:

     Pursuant to Section 5 of that certain OVERSEAS FILMGROUP, INC. AMENDED AND
RESTATED 1996 SPECIAL STOCK OPTION PLAN AND AGREEMENT (the "Amended and Restated
Plan Agreement") between the undersigned and OVERSEAS FILMGROUP, INC., a
Delaware corporation (the "Company"), the undersigned hereby elects to exercise
options granted thereby to purchase ___________ shares of Common Stock of the
Company at a price of $_______ per share. Accompanying this Notice is the
payment in full for such shares in the following manner permitted by Section 5
of the Amended and Restated Plan Agreement:

(check one and fill in blanks)

[  ] (i) $___________ in cash or by certified check or cashier's check payable
     to the order of the Company;

[  ] (ii) $___________ by cancellation of indebtedness (including principal
     and accrued interest) in the amount of $___________ owed by the Company to
     the undersigned;

[  ] (iii) $___________ by delivery of _________ shares of Common Stock of the
     Company, which have an aggregate Current Market Price determined in
     accordance with Section 10 of the Amended and Restated Plan Agreement of
     $____________which shares are beneficially owned by the undersigned and, if
     applicable, by ____________ and have been so beneficially owned for a least
     six (6) months prior to the date hereof;

[  ] (iv) $___________ through the special sale and remittance procedure
     pursuant to which, attached hereto are the following: (i) irrevocable
     written instructions to the Company- designated brokerage firm in the form
     supplied to the undersigned pursuant to the Amended and Restated Plan
     Agreement and (ii) irrevocable written instructions to the Company to
     deliver the shares underlying the Options being exercised herewith to
     deliver such shares to the Company-designated brokerage firm in the form
     supplied to the undersigned pursuant to the Amended and Restated Plan
     Agreement;

[  ] (v) $___________ through a combination of the payment methods set forth
     above. (Check each payment method being used and indicate the amount of the
     aggregate exercise price being paid pursuant to each method.)


<PAGE>


[  ] (vi) $___________ in the manner described in the addendum to this
     Exercise Notice, which manner has been approved by the Committee described
     in Section 2(b) of the Amended and Restated Plan Agreement.

Dated: ____________________________             _______________________________
                                                Signature

                                                _______________________________
                                                Print Name

                                                _______________________________
                                                Please print here the exact name
                                                desired to be on the stock
                                                certificate and the records of
                                                the Company.