MANAGEMENT LETTER (LOCK-UP)

                                             June 20, 2000


Overseas Film Group, Inc.
8800 Sunset Boulevard, Suite 302
Los Angeles, California 90069

Ladies and Gentlemen:

     To induce Rosemary Street Productions, LLC ("Rosemary") to enter into and
perform the terms of the Securities Purchase Agreement dated May 3, 2000 between
Overseas Filmgroup, Inc. ("Company") and Rosemary ("Securities Purchase
Agreement"), the undersigned, a significant stockholder of the Company, agrees
that, without the prior written consent of two officers of the Company other
than the undersigned, the undersigned will not directly or indirectly:

     (A)  sell, offer or contract to sell, grant any option or warrant for the
          sale of, assign, transfer, pledge, hypothecate, or otherwise encumber
          or dispose of any legal or beneficial interest in any shares of common
          stock, $.001 par value, of the Company ("Common Stock"), any
          securities convertible into or exercisable or exchangeable for shares
          of Common Stock, or any warrants, options, or other rights to
          purchase, subscribe for, or otherwise acquire any shares of Common
          Stock (including, without limitation, any such shares, securities or
          rights that may be deemed to be beneficially owned by the undersigned
          in accordance with the Rules and Regulations of the Securities and
          Exchange Commission ("Commission")) (collectively, the "Restricted
          Securities"); or

     (B)  enter into any swap or any other agreement or any transaction that
          transfers, in whole or in part, directly or indirectly the economic
          consequence of ownership of any Common Stock, whether such swap
          transaction is to be settled by delivery of Common Stock or other
          securities, in cash or otherwise.

for a period of one year commencing the date of this letter and ending on June
19, 2001.

     Notwithstanding the foregoing, the undersigned may transfer any or all of
the Restricted Securities, either during the undersigned's lifetime or on the
undersigned's death, by gift, will or intestate succession, to the undersigned's
"family member" or to trusts, family limited partnerships and similar entities
for the benefit of the undersigned or the undersigned's "family members";
provided, however, that in any such case it shall be a condition to the transfer
that the transferee execute an agreement stating that the transferee is
receiving and holding the Restricted Securities subject to the provision of this
letter agreement, and there shall be no further transfer of the Restricted
Securities except in accordance with this letter agreement. For purposes of this
paragraph, "family member" shall mean spouse, lineal descendants, stepchildren,
father, mother, brother or sister of the transferor or of the transfer's spouse.




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     This letter agreement will be legally binding on the undersigned and on the
undersigned's heirs, successors, executors, administrators, conservators and
permitted assigns, executed as an instrument governed by the internal laws of
the State of Delaware.

                                            Very truly yours,


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                                            Signature


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                                            Print Name


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                                            Address

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