Odyssey Pictures Corporation
                             1875 Century Park East
                                   Suite 2130
                              Los Angeles, CA 90067


                                                                   March 2, 1998


Mr. Stephen R. Greenwald
380 Lexington Avenue
New York, New York 10168


Dear Mr. Greenwald:

     Reference  is made to your  Agreement  with  Odyssey  Pictures  Corporation
(f/k/a  Communications and Entertainment Corp.), dated March 6, 1996, as amended
by a letter agreement dated September 23, 1997,  pursuant to which you agreed to
serve in the  capacity  of  co-chairman  in the  Office of the  Chairman  of the
Company, and as Chief Executive Officer of the Company,  through October 1, 2000
(the  "Agreement").  All terms  not  otherwise  defined  herein  shall  have the
respective  meanings  ascribed to such terms as set forth in the Agreement.  The
Agreement is hereby amended in the following respects:

     (1) Section 1 of the Agreement,  relating to the Term of the Agreement,  is
hereby  amended  to  provide  that the Term of the  Agreement  shall  expire  on
December 31, 1999.

     (2) Section 2 of the  Agreement,  relating to the  services to be performed
under the Agreement, is hereby amended in the following respects:


                  (a) During the remainder of the Term of the  Agreement  (i.e.,
from the date  hereof  through  December  31,  1999),  you agree to serve in the
capacity of managing director of the Company, or in such other capacity as shall
reasonably be assigned to you by the Board of Directors of the Company from time
to time.

                  (b) You shall report directly to the Chief  Executive  Officer
of the Company  and shall be  responsible  for such  duties with  respect to the
business,  financial  and legal  affairs of the  Company as shall be  reasonably
assigned to you from time to time by the Chief Executive Officer of the Company.
You shall be required to devote such time to the  performance  of your duties as
may be reasonably required by the Board of Directors and Chief Executive Officer
of the Company from time to time, it being understood, however, that you will be
permitted  to devote a  portion  of your time to other  business  interests  and
activities.

     (3)  Commencing  as of January  1,  1998,  and  continuing  throughout  the
remainder of the term of the Agreement  (i.e.,  through  December 31, 1999), you
shall be entitled to the  following  compensation  and  payments (in lieu of the
compensation set forth in Sections 5.1 and 5.2 of the Agreement):

                  (a) In  consideration  of serving as managing  director of the
Company,  you shall be  entitled  to  compensation  in the  aggregate  amount of
$130,000 for the period from January 1, 1998 through December 31, 1999,  payable
at the rate of $2,500 per month  during the four month  period  from  January 1,
1998  through  April 30,  1998,  and at the rate of $6,000 per month  during the
period from May 1, 1998 through December 31, 1999.

                  (b) In  consideration  of your executing this amendment to the
Agreement,  thereby  shortening  the  term of the  Agreement  and  substantially
reducing  your  compensation  under the  Agreement,  you shall be entitled to an
additional  fee of $130,000,  payable at the rate of $2,500 per month during the
four month period from January 1, 1998 through  April 30, 1998,  and at the rate
of $6,000 per month  during the period  from May 1, 1998  through  December  31,
1999.

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                  (c) All installments due under subparagraphs (a) and (b) above
shall be paid on the fifteenth day of the respective month.

                  (d) In the event the  Company  defaults  in the payment of any
installment due under  subparagraphs  (a) and (b) above (other than with respect
to the  payments  due during the four month  period from January 1, 1998 through
April 30,  1998),  and such default  continues  for a period of 30 days from the
date such payment was due,  then (i) the  provisions  of Sections 5.1 and 5.2 of
the Agreement  shall be  reinstated  retroactively  to January 1, 1998,  and you
shall be  entitled  to the  compensation  provided  therein  (together  with any
conversion  rights  applicable  thereto) as if said  provisions of the Agreement
were never superseded by the provisions of this letter  agreement,  and (ii) the
Company shall assign to you all of its right, title and interest,  both tangible
and intangible,  in and to the movie project known as "King Lear", including all
rights,   agreements,   contracts,   commitments  and  related  undertakings  in
connection  therewith,  and you  shall  grant  to the  Company  a  participation
interest  therein equal to 50% of the  producers'  share of the net profits from
the film (net profits  being equal to gross  revenues of the film less all costs
of production and distribution and third party participations).

         (4) Except as modified herein, the Agreement shall remain in full force
and effect in accordance with its terms.

         If the foregoing is acceptable to you,  please indicate your consent in
the space provided below.


                                              Odyssey Pictures Corporation


                                              By: /s/ Johan Schotte            
                                              --------------------------
                                               Johan Schotte, CEO


Accepted and Agreed:

/s/ Stephen R. Greenwald
------------------------
Stephen R. Greenwald



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