NATIONAL GEOGRAPHIC PROGRAM SYNDICATION
                           MEMORANDUM OF UNDERSTANDING

PARTIES

This binding Memorandum of Understanding (the "MOU") dated as of July 1, 2000 is
by and between:

A:        International Creative Management, Inc. ("ICM")

B:        NGC Network Asia, LLC ("NGCA")

C:        China Central Television ("CCTV")

D.        Pac Pacific Group Int'I, Inc. of USA ("PPGI")

Collectively, "ICM," "NGCA," "CCTV," and "PPGI," are referred to herein as the
"Parties."

INTRODUCTION

1.   NGCA has acquired the right from NGT, Inc. d/b/a National Geographic
     Television ("NGT") to distribute certain National Geographic branded
     programs for unencrypted terrestrial TV transmission in the People's
     Republic of China (the "Territory"). For the purposes of this MOU, the
     Territory shall not include Hong Kong, Macau and Taiwan.

2.   NGCA will provide to CCTV in each week of the Term (as defined in Paragraph
     5) thirty (30) minutes of National Geographic branded programs (the
     "Programs") for a total of twenty-six (26) hours in the aggregate for each
     twelve (12) month period during the Term for CCTV to syndicate in
     accordance with the terms and conditions contained in this MOU and a long
     form agreement which the Parties intend will be negotiated and executed as
     soon as practi- cable hereafter. Pending execution of the Long Form
     Agreement, this MOU will be valid and binding on the Parties.

3.   The subject matter of the Programs to be provided to CCTV by NGCA for
     exhibition pursuant to this MOU shall be of the following nature:

(a)     Documentary programming in the field of science;
(b)     News programming in the field of science and science-related issues; and
(c)     Documentary programming of the adventure genre.

     Specific titles of the Programs are to be selected in good faith by NGCA
     with the assistance of PPGI, and approved by CCTV. CCTV will not
     unreasonably withhold its approval of selected programming that meets the
     above criteria.

4.   It is intended that the Programs will be syndicated to appear in the
     Territory at regular weekly times during the Term, with the first-run
     telecast of each episode on CCTV Channel 1 national terrestrial television
     network on Sunday afternoon beginning no earlier than 1:00 p.m. and no
     later than 2:00 p.m., to be repeated on CCTV Channels 2 or 7 national
     terrestrial television network on .the following Tuesday evening beginning
     no earlier than 4:00 p.m. and no later than 5:00 p.m.


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TERM

5.   The arrangement contemplated in this MOU will be conducted for a trial
     period of 12 months commencing from November 5, 2000 (the "Start Date")
     and, subject to Paragraph 6, ending on November 4, 2001 (the "Initial
     Term"). Unless one or more of the Parties gives all of the remaining
     Parties thirty (30) days' prior written notice of its request to terminate
     this MOU (in which case the MOU will terminate upon the expiration of the
     Initial Term), the Initial Term shall automatically renew for a period of
     one (1) year (the "Renewal Term"). The Initial Term and the Renewal Term
     are sometimes collectively referred to herein as the "Term."

6.   This MOU may be terminated early only by:

         a)   NGCA, if during the Initial Term or the Renewal Term it has not
              been able to generate sufficient advertising revenues to pay to
              NGT US$1,500 per Program aired (US$78,000 in the aggregate per
              each 12 month period);

         b)   NGCA, if during the Term it becomes unable to engage in its core
              business (i.e., syndicating channel blocks to cable operators) for
              more than 30 days due to governmental regulation;

         c)   any Party, if another Party to whom it is owed a duty or
              obligation has (i) materially breached this MOU with respect to
              said duty or obligation and (ii) failed to cure such breach within
              30 days of receiving written notice of such breach;

         d)   any Party pursuant to, and in accordance with, Paragraph 17 here-
              under; or

         e)   mutual agreement by all Parties.

CHINA SYNDICATION

 7.  NGCA shall grant to CCTV an exclusive license under copyright for
     terrestrial use only during the Term of the free television distribution of
     the Programs (i.e., 26 hours in the aggregate for each 12 month period
     during the Term) on CCTV Channels 1, 2 and 7 in the Mandarin Language (the
     "Language") for the entire Territory. During the Term, CCTV shall:

     a)  Make available two weekly regular 30-minute prime slots each week of
         the Term (each, a "Slot") during which each episode of the Programs
         will be initially telecast on CCTV Channel 1, with a repeat telecast on
         CCTV Channels 2 or 7;

     b)   Provide NGCA with not less than 180 seconds of advertising time in
          connection with each transmission of each 30-minute Slot and grant the
          right to NGCA to sell sponsorships for each Program;

     c)   Be entirely responsible for paying the costs of import duties,
          tax-related expenses, packaging and promotional expenses, and all
          other such ancillary expenses incurred by CCTV in connection with
          exploitation of the Programs in the Territory;

     d)   Translate the commentary of each Program, dub each Program, and
          otherwise localize the Programs into the Language, at its own cost,
          throughout the Term; and


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     e)   Have the right to edit the Programs to ensure their compliance with
          the laws of the Territory.

8.   NGCA, through its representatives Star TV and Yuntu Advertising, shall be
     solely responsible for selling sponsorships and airtime for the Programs in
     the Slots to advertisers. NGCA further shall be solely responsible for
     collecting the Gross Ad Revenue (as defined in Subparagraph 10.1 below)
     generated from such sales and distributing the appropriate shares of said
     revenue to the Parties as set forth below. For purposes of clarification,
     the Gross Ad Revenue shall be calculated and distributed in United States
     Dollars.

9.   The content of the advertising and its technological standard must be
     approved in advance by CCTV for the sole purpose of determining compliance
     with the laws of the Territory.

10.  LICENSE FEE

10.1 "Gross Ad Revenue" is defined as 100% of the revenue received by, or
     credited to, NGCA or its affiliated entities, or the successors, licensees
     or sub-licensees (without deducting any payments for license fees to be
     paid to NGT) and/or assigns of any of the foregoing, from the sale or other
     grant of advertising time or sponsorship in connection with the Programs.

10.2 "Adjusted Gross Ad Revenue" is defined as Gross Ad Revenue less the
     following sums, which shall be distributed as follows:

     10.2.1 an advertising agency commission, which shall not exceed 15% of
            Gross Ad Revenue;

     10.2.2 a commission to NGCA's advertising representative (Star TV or Yuntu
            Advertising), which shall not exceed 15% of 85% of the Gross Ad
            Revenue (or 12.75% of the Gross Ad Revenue); and

     10.2.3 all substantiated, and reasonable out-of-pocket expenses incurred by
            PPGI directly in connection with the acquisition and exhibition of
            the Programs on CCTV prior to April 1, 2000, in an amount not to
            exceed Twenty-Five Thousand United States Dollars (US$25,000).

10.3 "Net Ad Revenue" is defined as Adjusted Gross Ad Revenue less the
     following sums, which shall be distributed as follows:

     10.3.1 a payment to NGCA equal to one thousand five hundred United States
            Dollars (US$1,500) per Program out of the Adjusted Gross Ad Revenue,
            to be credited against, and serve to reduce, NGCA's share of the Net
            Ad Revenue;
     10.3.2 a payment to ICM equal to 7% of the Adjusted Gross Ad Revenue;

     10.3.3 in the Renewal Term only, a sales commission fee paid to NGCA equal
            to 7% of the Adjusted Gross Ad Revenue;

     10.3.4 a fee to Nelson, Guggenheim, Felker and Levine EQUAL TO 1 % OF THE
            ADJUSTED GROSS Ad Revenue.


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10.4 The Net Ad Revenue will be distributed as follows: 45% thereof to NGCA,
     35% thereof to PPGI, and 20% thereof to CCTV for the purpose of
     covering the costs and expenses specified in Subparagraph 7(c) above.

10.5 Monies will be distributed by NGCA out of the Gross Ad Revenue pursuant to
     Subparagraphs 10.2, 10.3 and 10.4 on a quarterly basis throughout the Term.

11.  ICM, PPGI and/or CCTV and/or each of their authorized representatives will
     have the right during the Term and for a period ending three years
     following termination of this MOU, but no more than every six (6) months
     upon five (5) business days' advance written notice for whatever cause, at
     its sole cost and expense during business hours, to audit all books,
     returns and records 'of NGCA, including, but not limited to, electronic
     data, and to make copies thereof for the purpose of verifying the accuracy
     of the information supplied by NGCA under this MOU. ICM, PPGI and/or CCTV
     or each of their authorized representatives will for this purpose be
     afforded full access to all such books, returns and records related to the
     calculation of the Gross Ad Revenue and the Adjusted Gross Ad Revenue. If
     such Parties so request, NGCA shall make copies of such books and records
     available to the Parties in New York, New York; provided, however, that the
     copies are made at such Parties' own expense. The exercise by these Parties
     of any right to audit will be without prejudice to any of their other
     rights or remedies.

RIGHTS, HOLD-BACK AND PROMOTION

 12. NGCA reserves all rights to the Programs not expressly granted to CCTV
     under this MOU. For the avoidance of doubt, CCTV may not telecast any
     Program (a) more than twice (prime-time and next day fringe-time repeat);
     (b) via any mode of television or media distribution other than free
     terrestrial television; (c) on any service other than CCTV Channels 1, 2 or
     7; and (d) in any language other than the Language.

 13. NGCA shall have the exclusive right to use any Language voiceover tracks
     created by CCTV for all the Programs used under this MOU. Upon request,
     CCTV must submit to NGCA within 30 days of such request the required
     Language voiceover tracks in the format requested by NGCA (at NGCA's cost,
     including all material and shipping costs).

 14. The master tapes, scripts, and promotional materials are the property of
     NGCA and must be returned to NGCA after usage, and in no event shall be
     kept after the expiration of the Term.

 15. Suitable arrangements are to be agreed upon in good faith between NGCA and
     CCTV to promote the telecast of the Programs and the National Geographic
     Channel brand in the Territory on all CCTV channels.

 MISCELLANEOUS

 16. Any provision of this MOU, or any riders or amendments thereto, found to be
     contrary to any law or regulation of an administrative or governmental
     agency or body will not affect the other provisions of this MOU or any
     riders or amendments thereto, and said other provisions will continue in
     full force and effect.

 17. In the event that the performance of the obligations of one or more of the
     Parties pursuant to this MOU shall be adversely affected by an event of
     force majeure (as defined herein), such obligations under THE MOU, AT THE
     OPTION OF THE ADVERSELY AFFECTED PARTY(S), FOLLOWING REASONABLY PROMPT
     WRITTEN NOTICE to all remaining parties,


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     shall be suspended during the continuance of such event of force majeure
     and, if such suspension occurs, the Term of the MOU shall be extended for a
     period equal to the period of suspension. If the adversely affected
     party(s) shall have provided notice of its/their election to suspend
     its/their obligations under the MOU as aforesaid, the remaining Parties
     may, if such period of suspension has continued for more than ninety (90)
     days, by prompt written notice to the adversely affected party(s) terminate
     this MOU, unless the adversely affected party(s), by written response to
     the remaining parties within ten (10) business days of the date of the
     remaining parties' notice, terminates the period of suspension and
     reinstates this MOU. As used herein, the term "force majeure" includes acts
     of God, epidemics, quarantines, earthquakes, landslides, storms, floods or
     other adverse weather conditions, explosions, fires or lightning, breakdown
     of facilities or machinery, blackouts and other interference with required
     operations resulting from energy shortages, wars, police actions,
     revolutions, insurrections, civil disturbances, blockades, embargoes,
     strikes, work stoppages, work slowdowns and other labor conflicts involving
     the parties' respective employees or other persons whose continued
     employment affects the parties' respective businesses, riots, arrests,
     boycotts, and orders or directions of any government _de JURE or de FACTO
     or of any instrumentality thereof.

18.  The English and Mandarin Chinese counterparts of this MOU shall both have
     the same force, effect and validity as if each was one and the same
     document.

 19. In the event of a dispute concerning advertising and/or sponsorship for the
     Programs pursuant to this MOU, such a dispute will be resolved by
     arbitration in New York, New York before a single retired judge or attorney
     with at least 10 years experience in the entertainment industry, in
     accordance with the laws of the State of New York, United States of
     America, and with the then existing rules for Commercial Arbitration of the
     American Arbitration Association. In the event of a dispute only concerning
     broadcast of the Programs and/or the rights granted pursuant to this MOU,
     such a dispute will be resolved by arbitration in the Territory, in
     accordance with the laws and regulations of the Territory. In either such
     arbitration, judgment upon any award may be entered by any state, federal
     or foreign court having jurisdiction thereof. The Arbitrators decision in
     either such arbitration shall be final and binding upon the Parties. The
     Parties intend either such arbitration to be valid, enforceable,
     irrevocable, and construed as broadly as possible. The prevailing Party(s)
     in either such arbitration shall recover its reasonable out-of-pocket costs
     and attorneys' fees from the losing Party(s).

20.  This MOU may not be altered or modified except in writing. Pending the
     execution of the Long Form Agreement, this MOU is complete and binding, and
     embraces the entire understanding between the Parties, all prior
     understandings, either oral or written having been merged into this MOU.

 21. Any notice or other communication given or made under this MOU will be in
     writing and delivered personally or by courier or sent by facsimile
     transmission or by first-class prepaid airmail letter, addressed as
     follows:

     (a) if to China Central Television, to Sun Suping
         Deputy Director
         Scientific & Educational Department
         China Central Television
         Number 11 Fuxing Road
         Beijing, China 100859
         Facsimile Transmission NUMBER: 011-86-10-6851-4453


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     (b) if to Pac Pacific Group Int'I Inc. of USA, to Alie Chang
         222 Amalfi Drive
         Santa Monica, California 90402
         Facsimile transmission number: (310) 459-8530

         With a copy to Michael I. Levy
         Michael I. Levy Enterprises, Inc.
         6404 Wilshire Boulevard
         Suite 520
         Los Angeles, California 90048
         Facsimile transmission number: (323) 866-1820

         With a copy to George M. Davis, Esq.
         Nelson, Guggenheim, Felker & Levine
         10880 Wilshire Boulevard
         Suite 2070
         Los Angeles, California 90024
         Facsimile transmission number: (310) 441-8010

     (c) if to International Creative Management, Inc., to Jeffrey S. Berg,
         Chairman and CEO
         8942 Wilshire Boulevard
         Beverly Hills, California 90211-1934
         Facsimile transmission number: (310) 550-4470

         With a copy to Richard B. Levy, Esq.
         Senior Vice President & General Counsel
         8942 Wilshire Boulevard
         Beverly Hills, California 90211-1934
         Facsimile transmission number: (310) 550-4069

     (d) if to NGC Network Asia, LLC, to Ward L Platt
         Managing Director
         One Harbourfront, 8t~' Floor
         18 Tak Fung Street
         Hunghom, Kowloon
         Hong Kong SAR
         Facsimile transmission number: 852 2621 8826

         With a copy to Geng Wei-min
         Director - Distribution China
         1301, North Tower
         Beijing Kerry Centre
         1 Guanghua Road, Chaoyang District
         Beijing 100020 China
         Facsimile transmission number: 86 10 8529 8462

or to such other address or facsimile transmission number as the relevant
addressee may hereafter by notice hereunder substitute. Any such notice or other
communication will be deemed to have been duly served, given or made (i) in the
case of posting, twenty-four (24) hours after the envelope was properly
addressed, prepaid, registered and posted; and proof that any such envelope was
properly addressed, prepaid, registered and posted by air mail will be
sufficient evidence that such notice or other communication has been duly
served, given or made; or (ii) in the case of delivery, when left at the
relevant


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address; or (iii) in the case of facsimile transmission, upon receipt by the
addressee of the complete text in legible form.

Signed by duly authorized representatives of the Parties:

         CHINA CENTRAL TELEVISION

         By: /s/ Sun Suping

         Its: Deputy Director

         Date: October 26, 2000

          PAC PACIFIC GROUP. INT'L, INC. OF USA

          By: /s/ Alie Chang

          Its: CEO

          Date: September 29, 2000

          INTERNATIONAL CREATIVE MANAGEMENT, INC.
          By: /s/ Richard B. Levy

          Its: SVP and General Counsel

          Date: September 29, 2000

          NGC NETWORK ASIA, LLC

          By: /s/ Ward L Platt

          Its: managing Director

          Date: October 29, 2000



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                                    AMENDMENT
                                     TO THE
                     NATIONAL GEOGRAPHIC PROGRAM SYNDICATION
                           MEMORANDUM OF UNDERSTANDING

This Amendment modifies the Memorandum of Understanding ("MOU") concerning
National Geographic Program Syndication to be entered into by and between
International Creative Management, Inc. ("ICM"), NGC Network Asia, LLC ("NGCA"),
China Central Television ("CCTV") and Pac Pacific Group Int'l, Inc. of USA
("PPGI"). This Amendment shall be executed concurrently with the execution of
the MOU. The Parties hereby agree to modify the MOU as follows:

          1.      CCTV agrees to broadcast the Programs according to Paragraph 4
                  of the MOU during the Initial Term and will use its best
                  efforts to ensure the same time slot Burin; the Renewal Term.
                  However, if the Programs cannot be broadcast in the same or a
                  substantially similar time slot during the Renewal Term, CCTV
                  shall notify the Parties in writing as soon as possible. The
                  Parties will then negotiate in good faith the change of the
                  time slot. If the Parties do not reach consensus on the
                  change, NGCA shall have the unilateral right to terminate the
                  MOU as of November 4, 2001, by providing written notice
                  thereof to the Parties.

          2.      Notwithstanding Paragraphs 18 and 19 of the MOU, if CCTV
                  becomes a party to any disputes or legal procedures concerning
                  the MOU and this Amendment, such disputes or legal procedures
                  shall be resolved in accordance with the laws and regulations
                  of the Territory. Furthermore, such disputes and legal
                  procedures shall be resolved by the arbitration of the China
                  International Economics and Trade Arbitration Committee in
                  accordance with its then-current arbitration rules. The
                  Chinese version of the MOU and this Amendment will be the
                  version used for the arbitration.

          3.      The definitions of the "Parties", the "Initial Term", the
                  "Renewal Term", the "Territory" and the "Programs" in this
                  Amendment are the same as in the MOU.

The Parties agree that this Amendment is a modification to the MOU. This
Amendment has the same legal effect as the MOU and is binding on the Parties.
Any provisions and items in the MOU that conflicts with this Amendment are
invalid, but the entirety and effect of all remaining provisions and items shall
remain intact.

Signed by duly authorized representatives of the Parties:

         CHINA CENTRAL TELEVISION

         By: /s/ Sun Suping

         Its: Deputy Director

         Date: April 2, 2001

          PAC PACIFIC GROUP. INT'L, INC. OF USA

          By: /s/ Alie Chang

          Its: CEO

          Date: April 6, 2001

          INTERNATIONAL CREATIVE MANAGEMENT, INC.
          By: /s/ Richard B. Levy

          Its: SVP and General Counsel

          Date: April 13, 2001

          NGC NETWORK ASIA, LLC

          By: /s/ Ward L Platt

          Its: managing Director

          Date: April 2, 2001



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                                  RIDER TO THE
                     NATIONAL GEOGRAPHIC PROGRAM SYNDICATION
                           MEMORANDUM OF UNDERSTANDING

Reference is made to the Memorandum of Understanding and the Amendment thereto
(collectively referred to herein as the "MOU') between and among International
Creative Management, Inc. ("ICM"), NGC Network Asia, LLC ("NGCA"), China Central
Television ("CCTV") and Pac Pacific Group Int'1 Inc. of USA ("PPGI"). Unless
otherwise specified, all capitalized terms used herein shall have the same
meaning as is ascribed to them in the MOU.

Notwithstanding anything to the contrary contained in the MOU, the Parties
hereby agree that, due to delay in executing the MOU, NGCA may (but shall not be
required to) postpone the November 5, 2000 Start Date by up to thirty (30) days,
thereby extending the expiration of the Term (and all other relevant dates set
forth in the MOU) by the number of days that the Start Date was so postponed, by
providing prompt written notice to all remaining Parties.

Except as herein modified and amended, all the terms and conditions of the MOU
shall continue to be in full force and effect.

Signed by duly authorized representatives of the Parties:

         CHINA CENTRAL TELEVISION

         By: /s/ Sun Suping

         Its: Deputy Director

         Date: October 26, 2001

          PAC PACIFIC GROUP. INT'L, INC. OF USA

          By: /s/ Alie Chang

          Its: CEO

          Date: October 11, 2001

          INTERNATIONAL CREATIVE MANAGEMENT, INC.
          By: /s/ Richard B. Levy

          Its: SVP and General Counsel

          Date: October 12, 2001

          NGC NETWORK ASIA, LLC

          By: /s/ Ward L Platt

          Its: managing Director

          Date: October 28, 2001