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                                                                  EXHIBIT 10.51


                        The Harvey Entertainment Company
                     Richie Rich Live Action Direct-To-Video

     1.   Intentionally deleted.

     2.   DISTRIBUTION FEES: 25% in all media (inclusive of Warner Home Video's
or Fox Home Video's fee).

     3.   FINANCING: Saban (meaning Saban Entertainment, Inc., and Saban
International N.V.) will prepare the budget not to exceed $5,000,000 inclusive
of a $250,000 production fee to Saban and overhead at 10% of all other direct
costs of production.

     Saban shall be the Producer of the Picture and will bear responsibility for
all overages.

     Production costs will be fully recoupable with interest at prime plus one
percent (1%) ("Interest").

     4.   Intentionally deleted.

     5.   HARVEY'S NET RECEIPT PARTICIPATION: 50% of net receipts attributable
to the exploitation of the Picture.

     "Net receipts" shall be defined as the gross receipts received by Saban and
it subdistributor (e.g., Warner or Fox) from the exploitation of the Picture,
less the continuing deduction of the following items, in the following order:

     (i)    Saban's distribution fee set forth in paragraph 2 above;

     (ii).  all third party out-of-pocket costs and charges incurred in
     connection with the distribution, license, exhibition, manufacturing,
     marketing and/or exploitation of the Picture in all media;

     (iii). production costs plus Interest.

     The definition of gross receipts (which shall include home video at 100% of
receipts of Saban or its subdistributors in lieu of a royalty rate) net of a
reasonable reserve for returns and shall be based upon Saban's standard
definition subject to good faith negotiation of changes by the parties.

     6.   PICTURE ("PICTURE"): One (1) Richie Rich live action feature length
film to be initially released in the home video market to be no less than
seventy-five (75) minutes (excluding main and end titles) and no greater than
one hundred (100) minutes in running time.

     7.   Intentionally deleted.



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     8.   TERRITORY: Saban Entertainment, Inc., is granted the territory of the
U.S. and its territories and possessions, and Saban International N.V. is
granted the universe, except the U.S. and its territories and possessions.

     9.   DISTRIBUTION TERM: In perpetuity.

     10.  Intentionally deleted.

     11.  RELEASE: Saban shall commit to release the Picture initially in Home
Video in accordance with the following schedule:

          (A).  (i). Home video street date no later than June 30, 1998, in the
United States; provided, however, that Saban will use reasonable business
efforts to produce and deliver the Picture for a street date of April 15, 1998.

               (ii). An initial street date in each major territory (i.e.,
United Kingdom, Japan, Spain, France, Italy, Germany, Australia and Scandinavia)
outside the United States of America no later than nine (9) months thereafter,
each subject to Saban's good faith analysis of the prevailing market conditions
prior to the release of the Picture to determine whether or not market
conditions support such release date or indicate a change to such release date
is necessary.

          (B).  If Saban fails to meet the outside initial U.S. street date all
rights in and to the Picture will revert to Harvey free and clear of any
obligations to Saban,


     12.  PRODUCTION: Saban will produce the Picture.


     Saban will perform all of the customary services provided by a producer,
will produce the Picture in accordance with the approved budget and will be
fully responsible for the production of the Picture, which shall include hiring
of all necessary personnel, obtaining necessary insurance, contracting with
applicable guilds, etc.

     Harvey shall have the right to approve the basic character designs,
attributes and characterization of the Harvey characters to be included in the
Picture only for the purposes of ensuring that such characters are depicted in a
manner consistent with the integrity and artistic representation of the
characters as they have been depicted heretofore (such approval not to be
unreasonably withheld). If such characters are not consistent with the
characters as they have been depicted heretofore, Harvey shall have the right of
approval over such depiction (such approval not to be unreasonably withheld).
Harvey and Saban shall have the right to mutually approve the initial treatment;
provided, however, that in the event of a disagreement, Saban's determination
regarding the content of the treatment will control. All approvals herein shall
be exercised in a timely manner by Harvey so that development/production
exigencies may be met by Saban. If Harvey has not exercised any of its approvals
in a timely manner as required, Saban may proceed on the basis that such
material subject to Harvey's approval is deemed irrevocably approved. Saban will
consult with Harvey with

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respect to all other key creative matters; provided, however, that all other
such creative matters and decisions and all business decisions (except as set
forth in paragraph 14, below) related to production of the Picture shall be
within Saban's sole determination. Saban will have final cut.

     13.  RIGHTS GRANTED: Harvey shall own all right, title and interest,
including the copyright in and to the Picture and all elements including the
copyright in and to the Picture and all elements thereof Upon condition that
Saban, as required by Harvey, enters into a subdistribution agreement with Fox
Home Video or Warner Home Video, whose distribution fees will be subsumed in
Saban's Distribution Fees set forth in paragraph 2 hereinabove, for Home Video
Devices, Saban shall have the sole and exclusive right to distribute,
subdistribute, and exploit the Picture in linear non-interactive form in the
following media: (i) all forms of television now and hereafter known (including
without limitation pay, pay-per-view, video-on-demand, near video-on-demand,
network, free and basic cable, dbs and syndication); (ii) non-theatrical; (iii)
airlines; and (iv) all formats and channels of home-video distribution now and
hereafter known intended for linear viewing, which shall include without
limitation, videocassette, laser disc, and digital video disc ("Home Video
Devices"). All rights not granted expressly herein are specifically reserved to
Harvey.

     14.  THIRD PARTY PAYMENT: Producer shall be responsible for any and all
costs of the production of the Picture. All payments and any contingent
compensation or residual participations due third parties contracted by Saban
shall be made by Saban and advanced and recouped as a distribution cost by
Saban; it being understood that Saban and Harvey will have the right to mutually
approve third party contingent compensation, which approval shall not be
unreasonably withheld.

     15.  DELIVERY OF PICTURE: Saban shall be fully responsible for delivery of
all the technical physical elements and artwork which Saban may require for the
manufacturing, packaging ;and promotion/marketing for the Picture in accordance
with Saban's standard delivery specifications.

     16.  DISTRIBUTION: Saban will use reasonable efforts to maximize revenues
in the distribution of the Picture.

     Saban shall be responsible for all aspects of distribution of the Picture,
fulfillment of all orders and inventory maintenance.

     Saban shall establish the release patterns and holdbacks for the Picture,
subject to consultation with Harvey.

     17.  PRICING: Saban shall establish suggested retail and wholesale prices
for the Picture in consultation with Harvey.

     18.  MANUFACTURING: Saban shall advance all manufacturing costs as a
recoupable distribution expense.


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     19.  MARKETING AND SALES PLANNING AND EXECUTION: Saban shall have the
control over marketing plans, tactics, including (but not limited to) packaging,
titles, title content, advertising, promotion and pricing, subject to practical
or legal restrictions, in consultation with Harvey. Harvey's logo and Saban and
its subdistributor's logos will be displayed on all packaging, in equal size and
prominence. Saban or its subdistributor will solicit and process all orders.
Saban or its subdistributor will handle all returns.

     20.  CREDIT AND COLLECTION: Saban will evaluate each account's credit
worthiness and apply the same standards to the Picture that it does to all other
pictures it distributes. Saban will bear the responsibility for collection.

     21.  SALES/SHIPMENTS: As part of its quarterly accountings to Harvey, Saban
or its subdistributor will provide Harvey with quarterly reports of product
sales and returns.

     22.  FINANCIAL REPORTING: Accounting statements, which are subject to audit
by a first-class, reputable firm of certified public accountants, shall be
rendered quarterly and shall conform with the end of each such corresponding
accounting period. Statements shall be given thirty (30) days after the end of
such accounting period and any payments due to Harvey as indicated therein shall
accompany such statement. Saban acknowledges that fifteen (15) days after the
end of each quarter, Saban's financial officer will meet with Harvey's financial
officer and review the performance of the Picture and will provide guidance on
ultimate revenues for the Picture according to G.A.A.P. in order to facilitate
Harvey's reporting obligations. Saban will use reasonable business efforts to
include Fox's or Warner's (as applicable) financial officer to participate in
such review meetings. All financial records shall be subject to audit every
twelve (12) months. In the event a discrepancy resulting in an underpayment to
Harvey of greater than five percent (5%) is found, Saban shall pay Harvey's
direct, out-of-pocket audit costs.

     23.  RIGHT OF FIRST NEGOTIATION/FIRST REFUSAL ("FNFR"): Subject to the
rights of MCA, if any, if Harvey desires directly or indirectly to option,
license, sell, grant, dispose of, or transfer to any third person made for home
video live action sequel distribution rights in "Richie Rich", within two (2)
years after June 30, 1998, Harvey shall give Saban written notice of such
desired transfer. Saban shall respond to such notice within five (5) business
days. If Saban fails to respond to such notice (if properly given),or if Saban
does not wish to proceed then Harvey shall be free to negotiate with a third
person without any further obligation to Saban. If Saban notifies Harvey that it
desires to negotiate, Harvey shall be obligated to negotiate in good faith with
Saban for a period of ten (10) business days. If an agreement is not reached
prior to the expiration of the said ten (10) business day period, then upon such
expiration Saban will provide to Harvey a written statement of the terms least
favorable to Saban that Saban is willing to accept in connection with the
transfer and Harvey shall have the right to accept such business terms within
two (2) business days following receipt of such notice. If Harvey does not
accept such terms, Harvey is free to negotiate with a third person with respect
to the transfer and to conclude an agreement on terms more favorable but only if
"conclusively more favorable", than the last terms proposed.

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If the terms of the proposed agreement with a third party are not conclusively
more favorable to Harvey, then Harvey shall not have the right to enter into
such third person agreement until Harvey notifies Saban in writing of such
proposed terms and gives Saban a period of five (5) business days following
receipt of such notice to accept such proposed terms. If Saban does not accept
such proposed terms by the end of said period, Harvey shall have the right to
enter into the proposed third party agreement. An agreement with third person
shall be deemed conclusively more favorable if the fixed compensation and
license fee offered by such third person exceeds the last fixed compensation and
license fee offered by Saban by 10% or more, and all other terms, evaluated and
computed on an aggregate basis are the same or more favorable to Harvey.
Notwithstanding the foregoing, Harvey agrees not to authorize the initial
release of a Richie Rich video sequel earlier than January of 1999.

     24.  TRADEMARK COPYRIGHT PROTECTION:

          (A). The Long Form Agreement will contain appropriate language
protecting Harvey's trademark and copyrights. This language will include a
direct statement that Harvey owns any and all goodwill in and to such trademarks
and copyrights and will provide for appropriate Saban actions to protect
Harvey's interest in all such trademarks and copyrights.

          (B). Harvey represents and warrants that is owns all rights in and to
the Richie Rich characters granted to Saban hereunder, free of any encumbrances
or obligations; that the rights granted to Saban hereunder will not infringe or
violate the rights of any third party; that the characters are fully protected
by trademark; and there exists no claim or litigation relating to the characters
or any rights in and to the characters which would affect adversely the rights
to be acquired by Saban hereunder. The parties acknowledge that Harvey does not
solely own or control any new characters or new elements created originally for
the Warner Bros. "Richie Rich" motion picture. Notwithstanding the foregoing in
the event of a claim by MCA or Warner Bros. (including, without limitation
asserting a matching right on which MCA prevails), Saban agrees that its damages
will be limited to repayment of the direct out of pocket costs incurred by Saban
in connection with the Picture and Saban's reasonable outside attorneys fees.

     25.  Intentionally deleted.

     26.  LONG FORM AGREEMENT: The parties to this Agreement may enter into a
Long Form Agreement incorporating the terms set forth in this agreement and
adding other standard terms and conditions customary in home video distribution
agreements in the entertainment industry. Notwithstanding the parties' intention
to create and execute a Long Form Agreement, upon the execution of this
Agreement by both parties hereto, this Agreement shall immediately be in full
force and effect, and shall be fully binding on and enforceable by both parties
to this Agreement. There shall be no assignment of the agreement by Saban
without Harvey's prior written consent, which consent shall not be unreasonably
withheld. The parties agree to mutually approve the press release relating to
this transaction.

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AGREED TO AND ACCEPTED:

HARVEY ENTERTAINMENT


By:               [SIG]
   -------------------------------------
   Its


SABAN ENTERTAINMENT, INC.


By:              [SIG]
   -------------------------------------
   Its       SR.  VICE PRESIDENT


SABAN INTERNATIONAL N.V.

By: /s/       R.A. de MEZA
   -------------------------------------
   Its      MANAGING DIRECTOR


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