<PAGE>

* CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
  SYMBOL "^" HAS BEEN USED IN THE EXHIBIT TO INDICATE WHERE CONFIDENTIAL
  PORTIONS OF THE TEXT HAVE BEEN OMITTED FROM THE EXHIBIT AND FILED
  SEPARATELY, ON A CONFIDENTIAL BASIS, WITH THE SECURITIES AND EXCHANGE
  COMMISSION.

<PAGE>

DATED                                                     As of October 31,1996
-------------------------------------------------------------------------------





                              COUTTS & CO.

                                   and

                    BERLINER BANK A.G. LONDON BRANCH

                                   and

                        OVERSEAS FILMGROUP, INC.

                                   and

               ENTERTAINMENT/MEDIA ACQUISITION CORPORATION





_______________________________________________________________________________


                          RESTATED AND AMENDED
                          SYNDICATION AGREEMENT

_______________________________________________________________________________









                             RICHARDS BUTLER
                             Beaufort House,
                         15, St. Botolph Street,
                             London EC3A 7EE

                         Telephone: 071-247-6555
                          Telex: 949494 RBLAW G
                            Fax: 071-247-5091
                              Ref: CB/RPSP

<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------


<S>                                                                         <C>
1. INTERPRETATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. FACILITIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

3. CONDITIONS PRECEDENT  . . . . . . . . . . . . . . . . . . . . . . . . . .  25

4. PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32

5. INTEREST  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39

6. FEES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

7. EXPENSES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44

8. CHANGES IN APPLICABLE LAW . . . . . . . . . . . . . . . . . . . . . . . .  46

9. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS  . . . . . . . . . . . . . .  48

10. FINANCIAL INFORMATION  . . . . . . . . . . . . . . . . . . . . . . . . .  76

11. FINANCIAL OBLIGATIONS OF THE BORROWER  . . . . . . . . . . . . . . . . .  79

12. EXECUTION OF FACILITY LETTERS  . . . . . . . . . . . . . . . . . . . . .  86

13. THE PRIOR OBLIGATIONS AND EXISTING BORROWINGS  . . . . . . . . . . . . .  88

14. NATURE OF THE BANKS' RIGHTS AND OBLIGATIONS  . . . . . . . . . . . . . .  89

15. SECURITY AND APPLICATION OF MONIES . . . . . . . . . . . . . . . . . . .  90

16. PROCEDURE FOR FUNDING ADVANCES . . . . . . . . . . . . . . . . . . . . .  92

17. AVAILABILITY AND REVIEW  . . . . . . . . . . . . . . . . . . . . . . . .  94

18. ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  95

19. THE AGENT AND THE BANKS  . . . . . . . . . . . . . . . . . . . . . . . .  97

20. CONSENTS AND WAIVERS . . . . . . . . . . . . . . . . . . . . . . . . . . 104

21. SHARING OF PAYMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . 105

22. EVENTS OF DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . 108

23. NOTICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121

24. CONFIDENTIALITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123

25. FURTHER ASSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . 123

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

<S>                                                                         <C>
26. CUMULATIVE RIGHTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . 124

27. GOVERNING LAW AND JURISDICTION . . . . . . . . . . . . . . . . . . . . . 125

28. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 125

29. RELATIONSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126

30. CONFLICTS WITH FACILITY LETTERS  . . . . . . . . . . . . . . . . . . . . 126
</TABLE>


<PAGE>

THIS RESTATED AND AMENDED SYNDICATION AGREEMENT is made the 31st day of October
1996

BETWEEN:-

(1) COUTTS & CO of 440 Strand, London WC2R OQS ("Coutts");

(2) BERLINER BANK A.G. LONDON BRANCH (the United Kingdom branch of a company
             incorporated in Germany) of No. 1 Crown Court, Cheapside, London
             EC2V 6JP ("Berliner");

(3) OVERSEAS FILMGROUP, INC. of 8800 Sunset Boulevard, Los Angeles CA 90069
    ("Old OFG"); and

(4) ENTERTAINMENT/MEDIA ACQUISITION CORPORATION of 8800 Sunset Boulevard, Los
    Angeles, CA 90069 ("New OFG").

WHEREAS

(A) Pursuant to a syndication agreement dated 9th May 1994 between the Banks,
    National Westminster Bank plc and Old OFG, as amended with effect from 9th
    May 1995 and as extended pursuant to a commitment letter dated 12th August
    1996 (effective as of 9th May 1996) from the Banks to Old OFG (such
    agreement, as amended and extended being "the Existing Syndication
    Agreement") the Banks made available certain facilities to Old OFG.



<PAGE>

(B) Pursuant to a facility letter ("the Distribution Facility Letter") dated 5th
    July 1996 between the Agent and Old OFG, the Agent made available to Old OFG
    a facility ("the Distribution Facility") of US$3,500,000 to enable Old OFG
    to make a distribution to its principal shareholders.

(C) Pursuant to an Agreement of Merger dated as of July 2, 1996 executed by Old
    OFG, New OFG, Ellen Dinerman Little and Robert B. Little, an Amendment to
    Agreement of Merger dated as of September 20, 1996 executed by the same
    parties (as amended, the Agreement of Merger is referred to herein as the
    "Merger Agreement") and the certificate of merger ("the Certificate of
    Merger") to be executed by new OFG and to be filed with the Secretary of
    State of the State of Delaware Old OFG will merge with and into New OFG with
    New OFG as the surviving corporation ("the Merger").

(D) Upon consummation of the Merger, New OFG will change its name from
    Entertainment/Media Acquisition Corporation to Overseas Filmgroup, Inc.

(E) As a consequence of the Merger, New OFG will assume by law all of
    the obligations of Old OFG under the Existing Syndication Agreement,
    the Distribution Facility Letter and any and all agreements and
    documents executed in connection therewith (including without
    limitation facility letters, security agreements and any agreements
    or documents executed as a pre-condition to the utilisation of any



<PAGE>

    facility made available pursuant to the Existing Syndication Agreement)
    (collectively "the Prior Obligations").

(F) Subject to the Merger being consummated, the Banks wish to continue to make
    available facilities to New OFG on the terms set out herein.

(G) It is intended that this agreement be executed by all parties except New OFG
    forthwith and by New OFG on consummation of the Merger.


IT IS AGREED as follows:-


1     INTERPRETATION
      --------------

1.1   In this agreement:-

"the Acquisition                  shall mean each and every agreement
Agreements"                       described as "the Acquisition Agreement" in
                                  each Facility Letter

"Agent"                           means Coutts, acting in its capacity as agent
                                  for the Banks (including itself) hereunder;

"the Back End Fee"                means in respect of each Film the fee referred
                                  to in clause 6.1.3 hereof;


<PAGE>
"Banks"                           means Coutts and Berliner, and each is a
                                  "Bank";

"the Borrower"                    means Old OFG up to the date of the
                                  consummation of the merger and New OFG after
                                  the date of the consummation of the merger;

"Business Day"                    means a day other than a Saturday or Sunday on
                                  which commercial banks are open for business
                                  generally in London, and (in the case of
                                  payments to be made in United States Dollars)
                                  New York City or (in the case of payments to
                                  be made in other currencies) the principal
                                  commercial centre of the country whose
                                  currency is concerned;

"City National"                   means City National Bank;

"the City National Letter         means the letters of credit issued
of Credit"                        prior to the date hereof by each Bank in
                                  favour of City National Bank, each such
                                  letter of credit being for up to a maximum
                                  amount of ^;


<PAGE>

"the City                         means the facility to be made available
National Facility"                hereunder for the purpose set out in
                                  clause 2.7 hereof;

"the Collections Account"         means the Collections Account (as defined in
                                  the applicable Facility Letter or Facility
                                  Letters);

"Commitment"                      means in relation to each Bank the amount
                                  which, on the assumption that the Film
                                  Facilities, the Operating Facility and the
                                  City National Facility were fully utilised
                                  each Bank would be committed to make available
                                  by way of Loan and/or assume by way of
                                  Obligation pursuant to the terms hereof and of
                                  the Facility Letters, the amount of each
                                  Bank's Commitment being the amount set
                                  opposite its name in Schedule 1;

"Distribution Commission"         in respect of each Film shall bear the meaning
                                  ascribed to it in the applicable Facility
                                  Letter;

<PAGE>

"Distribution Expenses"           in respect of each Film shall bear the meaning
                                  ascribed to it in the applicable Facility
                                  Letter;

"Event(s) of Default"             means collectively the events of default set
                                  out in clause 22 hereof and all "Events of
                                  Default" as defined in each Facility Letter
                                  and each is an "Event of Default";

"the Employment Agreements"       means the agreements to be dated the effective
                                  date of the Merger between the Borrower,
                                  Robert Little and Ellen Little relating to the
                                  employment by the Borrower of Robert and Ellen
                                  Little;

"the Excluded Amounts"            means the aggregate of (i) to (v) below:
                                  (i)    receivables from ^ of the ^ up to a
                                         maximum amount of ^ of the amount
                                         outstanding from time to time under the
                                         Film Facilities; and
                                  (ii)   any receivables which are doubtful in
                                         the absolute opinion of the Agent; and

<PAGE>

                                  (iii)  amounts outstanding from the Borrower
                                         to ^, which are secured by a security
                                         interest ranking superior to, or equal
                                         with, the Security Interests and which
                                         relate to the films entitled ^ and/or ^
                                         but only up to a maximum amount equal
                                         to the Borrower's aggregate receivables
                                         from time to time in respect of each
                                         such film;
                                  (iv)   amounts due to any third party
                                         (including without limitation any
                                         producer) contractually payable
                                         pursuant to the arrangements made or to
                                         be made to enable the Borrower to
                                         acquire rights to any films (including
                                         without limitation the Films), other
                                         than with respect to receivables that
                                         are already part of "the Excluded
                                         Amounts" by virtue of the other sub-
                                         clauses of this definition; and

<PAGE>

                                  (v)    receivables in respect of films
                                         financed by a third party financier or
                                         financiers since 9th May 1994 which are
                                         secured by a security interest ranking
                                         superior to, or equal with, the
                                         Security Interests, but only up to a
                                         maximum amount equal to the Borrower's
                                         outstanding indebtedness to the
                                         applicable financier(s);

"Facilities"                      means collectively the Film Facilities, the
                                  Operating Facility, and the City National
                                  Facility and each is a "Facility";

"Facility Letter"                 means in relation to each Film Facility the
                                  agreement executed between the Agent and
                                  the Borrower setting out the terms (other
                                  than the terms contained in this Agreement)
                                  on which such Film Facility is made
                                  available to the Borrower and includes,
                                  without limitation, any facility letter


<PAGE>
                                  issued pursuant to the
                                  Existing Syndication Agreement;

"Facility Request"                means a request by the Borrower to the Agent
                                  for the making of a Film Facility for a Film
                                  in accordance with the procedures set out in
                                  clause 12 hereof;

"Film Facilities"                 means collectively the facilities made
                                  available pursuant to this Agreement for the
                                  purposes set out in clause 2.2.2 hereof, and
                                  each is a "Film Facility";

"the Films"                       means each film or television programme in
                                  respect of which a Film Facility is made
                                  available hereunder, and each is a "Film";

"the Group Companies"             means Jacaranda Music Inc., a corporation
                                  incorporated under the laws of the state of
                                  Delaware (Federal Identification Number 95-
                                  3931503), Intrastate Film Distributors, Inc, a
                                  corporation incorporated under the laws of the

<PAGE>
                                  state of Delaware (Federal Identification
                                  Number 95-3842874), Overseas Filmgroup (UK)
                                  Limited, a company incorporated under the laws
                                  of England and Wales (Company No. 2505219) and
                                  Walrus Pictures Inc., a company incorporated
                                  under the laws of the State of California
                                  (Federal Identification Number 95-4345242);

"Gross Receipts"                  means Gross Receipts (as defined in the
                                  applicable Facility Letter or Facility
                                  Letters);

"Interest Period(s)"              means in relation to each Loan, each period
                                  ascertained in accordance with clause 5
                                  hereof;


"Licence Agreements"              means all agreements and arrangements to be
                                  entered into by the Borrower and the Sub-
                                  Distributors for the distribution, exhibition
                                  or other exploitation of any Film or Films

"Loan"                            means in relation to each Film

<PAGE>
                                  Facility the sum made available and remaining
                                  outstanding by way of cash advance under the
                                  relevant Facility Letter or hereunder and/or
                                  paid by the Agent or the Banks under any
                                  letter of credit or bank guarantee issued
                                  pursuant to any such Facility Letter and in
                                  relation to the Operating Facility the
                                  aggregate of all sums advanced hereunder and
                                  remaining outstanding and in relation to the
                                  City National Facility all sums advanced under
                                  the City National Letter of Credit and
                                  remaining outstanding hereunder and
                                  additionally in relation to each Facility any
                                  interest fees or expenses to which the Agent
                                  or the Banks are entitled and which are
                                  outstanding whether hereunder or under the
                                  relevant Facility Letter;

"Majority Banks"                  means the Banks whose Commitments in total
                                  constitute a percentage in excess of ^ of the
                                  amount of the aggregate Commitments of the
                                  Banks provided always that in the event of

<PAGE>
                                  any deadlock (following good faith
                                  consultation) between the Agent (acting in
                                  its capacity as a Bank) and (if applicable)
                                  any other Bank ("the Agent's Allied Bank") on
                                  the one hand and any other Banks on the other
                                  hand, "Majority Banks" shall mean ^ and ^ the
                                  ^;

"the Merger Documents"            any and all agreements or documents executed
                                  or supplied in consummation of, or in relation
                                  to, the Merger;

"Net Receivables"                 means the aggregate amount from time to time
                                  outstanding to the Borrower from third parties
                                  (other than ^), plus the aggregate amount of
                                  any ^ held by Borrower and/or the Group
                                  Companies (or any of them);

"Obligations"                     means in relation to each Film Facility, the
                                  obligations undertaken by the Banks, or by
                                  the Agent on behalf of the Banks, to third
                                  parties (which shall for these purposes
                                  include any one or more of the Banks acting
                                  in a capacity other

<PAGE>

                                  than that of a Bank hereunder) pursuant
                                  to the terms of the relevant Facility Letter
                                  and/or this Agreement including without
                                  limitation, obligations undertaken by way of
                                  the establishment of letters of credit or the
                                  giving of guarantees;

"the Operating                    means the facility to be made available
Facility"                         hereunder for the purpose set out in clause
                                  2.5 hereof;

"Permitted Encumbrances"          means (a) the security interest of the Agent
                                  and/or the Banks under this Agreement and the
                                  other Relevant Agreements; (b) any other liens
                                  approved in writing by the Agent; and (c) each
                                  of the following:

                                  (i)    liens for taxes, the payment of which
                                         is not yet delinquent;

                                  (ii)   statutory and common law liens of
                                         landlords, carriers,


<PAGE>

                                         warehousemen, mechanics,
                                         material-men, film laboratories,
                                         sound studios, collecting banks and
                                         others or Liens imposed by law
                                         incurred in the ordinary course of
                                         business for sums not yet delinquent
                                         or being contested in good faith, if
                                         all reserves or other appropriate
                                         provisions, if any, required by GAAP
                                         have been made therefor;

                                  (iii)  liens (other than liens imposed by
                                         ERISA) incurred or deposits made in the
                                         ordinary course of business in
                                         connection with workers' compensation,
                                         unemployment insurance and other types
                                         of social security, or to secure the
                                         performance of tenders, statutory
                                         obligations, surety and appeal bonds,
                                         bids, leases, government contracts,
                                         performance and return-of-money bonds
                                         and other similar


<PAGE>

                                         obligations (exclusive of
                                         obligations for the payment of
                                         borrowed money) or liens in favour
                                         of governmental authorities arising
                                         as a matter of law in connection
                                         with the issuance of licenses and
                                         permits necessary for the operation
                                         of any of the Relevant Parties'
                                         businesses in the ordinary course;

                                  (iv)   attachment or judgment liens not
                                         constituting an Event of Default under
                                         clause 22 hereof;

                                  (v)    any interest or title of a lessor under
                                         any lease permitted by clause 11.1.3.7
                                         hereof;

                                  (vi)   leases or subleases granted by a
                                         Relevant Party to others not
                                         interfering in any material respect
                                         with the business of such Relevant
                                         Party;

                                  (vii)  Easements, rights-of-way, restrictions,
                                         servitudes,


<PAGE>

                                         minor defects or irregularities in
                                         title and other similar charges or
                                         encumbrances not interfering in any
                                         material respect with the ordinary
                                         conduct of the business of Borrower;

                                  (viii) Purchase money liens securing
                                         obligations incurred in connection with
                                         purchases or capitalised leases of
                                         assets (other than Films) in the
                                         ordinary course of business; provided
                                         that, in each case, the same attaches
                                         only to the specific asset purchased or
                                         leased and provided further that the
                                         indebtedness for borrowed money
                                         incurred in connection with all such
                                         liens does not exceed ^ in the
                                         aggregate at any time;

                                  (ix)   liens in a Film or any other films or
                                         TV programs acquired by or licensed to
                                         the Borrower after the date of this
                                         Agreement in favour of

<PAGE>

                                         any bank providing production
                                         finance to the producer of any of
                                         the Films or any such other films or
                                         TV programs or in favour of third
                                         party completion guarantors or the
                                         person or entity from whom the
                                         Borrower acquired such Film or any
                                         such other films or TV programs
                                         granted as security for the monetary
                                         and distribution obligations owing
                                         to such production bank, guarantor,
                                         person or entity, provided that
                                         pursuant to an intercreditor
                                         agreement acceptable to the Agent,
                                         after delivery of the Film or any
                                         such other films or TV programs and
                                         payment of the applicable advance or
                                         guarantee (or after repayment of the
                                         "secured sums", as applicable) such
                                         liens are junior and subordinate to
                                         the Security Interests and further
                                         provided that after


<PAGE>

                                         delivery of the Film or any such
                                         other films or TV programs to the
                                         Borrower and the Borrower's payment
                                         of the applicable minimum advance,
                                         the lien shall be limited to the
                                         secured party's share of the
                                         proceeds thereafter payable by
                                         Borrower under the applicable
                                         Acquisition Agreement or inter-party
                                         agreement or other applicable
                                         acquisition or distribution
                                         agreement;

                                  (x)    liens in a Film or other films or TV
                                         programs owned licensed to, and/or
                                         acquired by the Borrower after the date
                                         of this Agreement pursuant to written
                                         security agreements in favour of guilds
                                         required pursuant to the terms of
                                         collective bargaining agreements
                                         securing the obligations of the
                                         producer of such Film to such guilds
                                         only with respect


<PAGE>

                                         to such Film; and

                                  (xi)   contractual liens incurred in the
                                         ordinary course of business with regard
                                         to services rendered by laboratories
                                         with respect to a Film to secure the
                                         Borrower's obligations to such
                                         laboratories only in connection with
                                         such Film, provided that the Borrower
                                         has provided to the Agent a laboratory
                                         access agreement acceptable to the
                                         Agent and provided the aggregate amount
                                         of all secured obligations for each
                                         Film does not exceed ^;

                                  (xii)  the security interest referred to in
                                         clause 3.1.10 in favour of Robert
                                         Little and Ellen Little;

                                  (xiii) liens in any films or TV programs
                                         (other than the Films) owned, licensed
                                         to, and/or acquired by the Borrower
                                         prior to the date


<PAGE>

                                         hereof which have been disclosed to,
                                         and approved by the Agent and
                                         provided always that such liens are
                                         limited to the film or TV program in
                                         question.  Details of such liens are
                                         set out in Schedule 5 hereto

"Permitted Prior                  means  the  Permitted  Encumbrances
Encumbrances"                     described in clauses ^ and ^ of the definition
                                  of the term Permitted Encumbrances that by law
                                  are accorded priority to the liens in favour
                                  of the Agent, and those described in clauses ^
                                  and ^ of the definition of the term Permitted
                                  Encumbrances, subject to the limitations in
                                  such clauses;

"Relevant Agreements"             means this Agreement, the agreements referred
                                  to in clause 3.1 hereof, the Facility Letters
                                  and any document described in any Facility
                                  Letter as a "Relevant Agreement" ;

"Relevant Parties"                means the parties to the Relevant




<PAGE>

                                  Agreements;

"the Security Agreements"         means the agreements pursuant to which the
                                  Borrower and the Group Companies will grant or
                                  have granted to the Agent (as agent and
                                  trustee for the Banks) the Security Interests
                                  and each is a "Security Agreement";

"the Security Interests"          means the security interests referred to in
                                  clause 3.1.1 hereof and in relation to each
                                  Film Facility the security interest given to
                                  the Agent pursuant to any document executed in
                                  fulfilment of the terms of the relevant
                                  Facility Letter;

"Sub-Distributors"                means the parties to the Licence Agreements
                                  other than the Borrower;

"Tax(es)"                         means all taxes, levies, imposts, duties,
                                  charges, fees, deductions and withholdings and
                                  any restrictions or conditions resulting in a
                                  charge; and


<PAGE>

"US $" and "United                means lawful currency of the
United States Dollars"            States of America.

      1.2   In this agreement unless the context requires otherwise:-

               1.2.1     references to "this Agreement" are references to this
                         agreement and its schedules, as amended or supplemented
                         at the relevant time, and any reference to a "Facility
                         Letter" is a reference to such document as amended or
                         supplemented at the relevant time;

               1.2.2     each reference to a "person" shall be construed as a
                         reference to any person, firm, company, corporation,
                         government state, agency of a state, association or
                         partnership;

               1.2.3     each reference to the Borrower, any Bank, or the Agent
                         shall where relevant be deemed to be a reference to or
                         to include, as appropriate, its successors or assigns;

               1.2.4     each reference in this Agreement to "writing" and any
                         cognate expression, includes a reference to any
                         communication effected by



<PAGE>

                         facsimile transmission or other method of
                         reproducing words in permanent visible form;

               1.2.5     each reference in this Agreement to a statute or a
                         provision of a statute is a reference to that statute
                         or provision as amended or re-enacted at the relevant
                         time;

               1.2.6     the index to and the headings in this Agreement are for
                         convenience only and shall not affect its
                         interpretation; and

               1.2.7     references to clauses and schedules are to clauses of,
                         and schedules to this Agreement.

2     FACILITIES

      2.1      Subject to the terms of this Agreement and to an aggregate
               facility limit of US$27,000,000 (twenty seven million United
               States Dollars) (inclusive of fees, costs and expenses payable
               hereunder), the Banks severally (pro rata to their respective
               Commitments) hereby agree to make available to the Borrower:-

               2.1.1     Film Facilities under which the aggregate total amount
                         outstanding at any time shall not exceed US$21,000,000
                         (twenty one million


<PAGE>

                         United States Dollars) or such lesser amount as
                         shall be determined pursuant to clause 2.11 hereof
                         (inclusive of fees, costs and expenses payable
                         hereunder in respect thereof);

               2.1.2     the Operating Facility for an aggregate amount not
                         exceeding US$5,000,000; and

               2.1.3     the City National Facility for an aggregate amount not
                         exceeding US$1,000,000.
     2.2
      2.2.1    Subject to the limit set out in clause 2.1 hereof as the same may
               be varied pursuant to clauses 2.11 and/or 2.12 hereof the Film
               Facilities shall be made available as a revolving facility.  The
               Film Facilities will be made available by the provision by the
               Agent of cash advances or by the issue by the Agent (as agent for
               the Banks) of a letter of credit or bank guarantee provided
               always that the Agent shall have received prior to such issue a
               counter-indemnity from Berliner pursuant to clause 16.1 hereof in
               a form acceptable to the Agent.  It is hereby agreed that the
               Agent will make available cash advances as agent for each Bank
               pro rata to the proportion which each Bank's Commitment bears to
               the aggregate Commitments of the Banks and that in its capacity
               as a Bank, the Agent shall only be obliged


<PAGE>

               make its pro rata amount of such cash advance available.  Each
               Film Facility will be made available pursuant to a separate
               Facility Letter to be entered into in accordance with the
               procedures set out in clause 12 below.  It is anticipated that
               any Facility Letter entered into hereunder will relate to the
               financing of the acquisition of a specific film or films, and
               will provide for security to be granted over the rights of the
               Borrower in or relating to such film or films as the Agent
               shall require on behalf of the Banks.

      2.2.2    The purpose of the Film Facilities is to assist the Borrower in:

               2.2.2.1   the financing of its acquisition of the right to
                         distribute and exploit Films; and

               2.2.2.2   as approved by the Agent the financing of print,
                         advertising and other distribution and sales expenses
                         relating to programmes and Films; and

               2.2.2.3   as approved by the Agent the refinancing of sums
                         drawndown under the Operating Facility and advanced by
                         the Borrower to any producer of a Film prior to
                         delivery thereof in

<PAGE>

                         accordance with the applicable Acquisition Agreement
                         to pay for enhancements to such Film.

      2.3      Subject to the terms of individual Facility Letters (where
               applicable), each Film Facility will be reviewed on the
               anniversary of first drawdown (in the case of cash advance
               Facilities) or of encashment (in the case of letters of credit or
               guarantee Facilities) and varied as necessary so as to ensure
               that all outstanding amounts will in any event have been paid or
               repaid in full within six months of the date of such review.

      2.4      The Operating Facility shall subject to the terms and conditions
               hereof be made available as a revolving overdraft facility.

      2.5      The purpose of the Operating Facility is to meet the Borrower's
               working capital requirements.

      2.6      The City National Facility shall subject to the terms and
               conditions hereof be made available by the provision of the City
               National Letter of Credit.

      2.7      The purpose of the City National Facility is to provide security
               to City National for a revolving overdraft


<PAGE>

               facility to the Borrower

      2.8      The Loan with respect to the Operating Facility shall be repaid
               on the earlier of 9th May 1997 (unless the Agent in its absolute
               discretion agrees, following the review referred to in clause 17
               hereof, to extend such repayment date) and the happening of an
               Event of Default.

      2.9      The City National Facility shall be repaid by the Borrower on
               demand by the Agent provided always payment has then been made by
               the Banks under the City National Letter of Credit it being
               agreed that the Agent shall inform the Borrower if the City
               National Letter of Credit is encashed.  Upon the happening of an
               Event of Default the Borrower will deposit with the Agent such
               amount as the Agent shall deem sufficient to cover the Banks'
               contingent liability under the City National Letter of Credit if
               payment has not then been made thereunder.

      2.10     Each Facility will at all times be maintained and shall be repaid
               in United States Dollars.

      2.11     In the event that upon the effective date of the Merger, the
               actual cash balances of New OFG immediately prior to the Merger
               (as determined by the Agent) are


<PAGE>

               less than US$11,000,000, the lesser amount referred to in
               clause 2.1.1 hereof shall be the greater of:-

               2.11.1    US$18,800,000 (eighteen million eight hundred thousand
                         United States Dollars); and

               2.11.2    US$21,000,000 less the amount by which such actual cash
                         balances are less than US$11,000,000.

      2.12     Notwithstanding clause 2.1 hereof the Banks may agree to increase
               the amount available under the Film Facilities by the amount by
               which the Operating Facility is repaid (in which event the amount
               available to be drawn under the Operating Facility shall be
               correspondingly reduced) and by the amount by which the City
               National Facility is repaid.

3     CONDITIONS PRECEDENT

      3.1      Prior to any advance or the assumption of any Obligations
               hereunder New OFG shall execute this agreement, and:

3.1.1 the Borrower shall execute a Security Agreement in a form satisfactory to
      the Banks granting to the Agent (as agent and trustee for the Banks) a
      security interest (subject in priority



<PAGE>

      only to the Permitted Prior Encumbrances) over the entire undertaking
      and assets present and future of the Borrower in favour of the Agent as
      agent and trustee for itself and Berliner as security for all amounts
      owed hereunder or under any Facility Letter and each of the Group
      Companies shall enter into an agreement with the Agent in form and
      substance satisfactory to the Agent which shall provide that references
      in the cross-guarantees and security agreements executed prior to the
      date hereof in fulfilment of the terms of the Existing Syndication
      Agreement to Old OFG and the Existing Syndication Agreement shall
      henceforth be deemed to be references in addition to the Borrower and
      this Agreement;

               3.1.2     the Borrower shall supply the Agent with an opinion
                         letter in a form and from attorneys qualified in the
                         State of California acceptable to the Agent confirming
                         that:

                         3.1.2.1   Old OFG has merged with and into
                                   New OFG pursuant to the Merger
                                   Agreement in  compliance with the
                                   Delaware General Corporation law;

                         3.1.2.2   the security interest referred to in clause
                                   3.1.1 hereof is valid and enforceable in
                                   accordance with its terms and that all
                                   necessary


<PAGE>

                                   registrations and filings with respect
                                   thereto have been made and perfected; and

                         3.1.2.3   having made all usual and proper enquiries
                                   such attorneys are satisfied that no third
                                   party is entitled to any right which might
                                   conflict with or derogate from the benefit
                                   conferred upon the Agent and the Banks by the
                                   Security Interests;

               3.1.3     the Borrower shall supply to the Agent a board
                         resolution of Overseas Filmgroup (UK) Limited
                         authorising the entry into and performance of those of
                         the agreements specified in clause 3.1.1. hereof to
                         which such company is a party and a certificate of New
                         OFG, Old OFG and each of the Group Companies other than
                         Overseas Filmgroup (UK) Limited in a form satisfactory
                         to the Agent to which shall be attached appropriate
                         resolutions of the board of directors of Old OFG, New
                         OFG and each of such Group Companies and the Articles
                         of Incorporation of Old OFG, New OFG and each of such
                         Group Companies,


<PAGE>

                         signed by an authorised signatory of the Borrower
                         and each of such Group Companies and dated the date
                         hereof

                         3.1.3.1   verifying the incumbency and containing the
                                   specimen signature(s) of the individual(s)
                                   authorised to execute and deliver this
                                   Agreement and the agreements referred to in
                                   clause 3.1.1 hereof and any other agreements
                                   ancillary thereto as required by the Agent on
                                   behalf of Old OFG, New OFG and such Group
                                   Companies; and

                         3.1.3.2   certifying that:-

                                   3.1.3.2.1 the resolutions attached thereto
                                   were duly adopted by the board of
                                   directors of Old OFG, New OFG and such
                                   Group Companies, and, on the date hereof,
                                   such resolutions are in full force and
                                   effect without amendment or other
                                   modification thereof; and

                                   3.1.3.2.2 the Articles of


<PAGE>

                                   Incorporation attached thereto are true
                                   and correct and have not been amended as
                                   at the date of the Certificate; and

                                   3.1.3.2.3 all necessary actions have been
                                   taken by Old OFG, New OFG and such Group
                                   Companies to authorise Old OFG and New OFG
                                   to enter into this Agreement and to
                                   authorise New OFG and such Group Companies
                                   to enter into the agreements referred to
                                   in clause 3.1.1 hereof and any other
                                   agreements ancillary thereto as required
                                   by the Agent; and

               3.1.4     the Borrower shall supply to the Agent a valuation
                         prepared by the Borrower of the Borrower's interest in
                         its library of films in a form acceptable to the Agent
                         (receipt of which the Agent acknowledges);

               3.1.5     the Borrower shall supply to the Agent a certificate of
                         good standing showing that New OFG and the Group
                         Companies (other than Overseas Filmgroup (UK) Limited)
                         are in good





<PAGE>

                         standing under the laws of the jurisdiction of their
                         organisation and certificates indicating that New
                         OFG and such Group Companies have qualified to
                         contract business and are in good standing in any
                         other jurisdiction in which New OFG and such Group
                         Companies are required to be so qualified;

               3.1.6     the Borrower shall supply the Agent with such other
                         evidence or information (including without limitation
                         UCC searches for the states of California, New York and
                         Delaware and the County of New York of New OFG and the
                         Group Companies other than Overseas Filmgroup (UK)
                         Limited and as the Agent shall require to establish the
                         consummation of the transactions contemplated hereby,
                         the taking of all proceedings in connection therewith
                         and the compliance with the conditions set forth in
                         this Agreement; and

               3.1.7     the Borrower will take out for the benefit of the Agent
                         as loss payee for the account of the Banks keyman
                         insurance in a form acceptable to the Agent on the
                         lives of each of Robert Little and Ellen Little with
                         not less than US $1,700,000 being payable



<PAGE>

                         thereunder upon the happening of the death of the
                         first of them in time and the difference between US
                         $5,250,000 and the amount paid upon the death of the
                         first of them on the death of the second of them in
                         time and on the life of William Lischak with not
                         less than US$1,500,000 being payable on the death of
                         William Lischak;

               3.1.8     the Borrower shall name the Agent as loss payee on the
                         Borrower's disability insurance by the Agent prior
                         to any advance or the assumption of any Obligations
                         hereunder.  The keyman insurance policy and
                         disability insurance policy referred to in clauses
                         3.1.7 and 3.1.8 shall provide that cancellation or
                         other termination or variation of any material terms
                         thereof may only occur on thirty days' prior notice
                         in writing to the Agent;

               3.1.9     the Borrower shall supply the Agent with the filed
                         Certificate of Merger of the Borrower and such of the
                         Merger Documents as the Agent shall require (including
                         without limitation the Employment Agreements);

               3.1.10    the Borrower shall supply to the Agent a


<PAGE>

                         subordination agreement from Robert Little and Ellen
                         Little to the Agent in a form acceptable to the
                         Agent relating to the subordination of the security
                         interests of Robert Little and Ellen Little over the
                         Borrower to the security interests of the Agent and
                         providing that, without the prior written consent of
                         the Banks, Robert Little and Ellen Little may not
                         sell any shares in the Borrower then or thereafter
                         held by either of them;

               3.1.11    the Borrower shall supply the Agent with such evidence
                         as the Banks shall require that William Lischak has
                         assigned to Robert Little and Ellen Little the voting
                         rights in the shares of New OFG held by William
                         Lischak; and

               3.1.12    the Borrower will supply the Agent with such other
                         documents agreements or information as the Agent shall
                         reasonably request.

      3.2      Prior to any advance being made under any Film Facility or any
               Obligation being committed thereunder, as well as fulfilling the
               conditions specified in clause 3.1 the Borrower shall also supply
               to the Agent such


<PAGE>

               documents and information as shall be required as a condition
               precedent to any such advance or commitment under the Facility
               Letter applicable thereto.

4     PAYMENT

      4.1      The Borrower hereby covenants with the Banks:

               4.1.1     to repay to the Agent (for the account of the Banks)
                         the Loan with respect to each Film Facility on the
                         applicable Maturity Date (as defined in the applicable
                         Facility Letter); and

               4.1.2     to repay to the Agent (for the account of the Banks)
                         the Loan with respect to the Operating Facility and the
                         City National Facility in accordance with respectively
                         clause 2.8 and 2.9 hereof.

      4.2      In the event the Loan and all other amounts then due have not
               been repaid in full in accordance with clause 4.1 hereof this
               shall not prejudice or diminish the Agent's, or the Banks' rights
               hereunder or under any of the Security Agreements or any Facility
               Letter, including but not in limitation its or their rights to
               full repayment of the Loan and all rights of indemnity and
               reimbursement of Coutts, Berliner, or the Agent


<PAGE>

               (for the account of the Banks) which rights shall remain in
               full force and effect.

      4.3      The Borrower shall procure the payment of the Gross Receipts for
               each Film and all other income from the exploitation of that Film
               by the Sub-Distributors to the Licence Agreements in the
               Territory (as defined in the applicable Facility Letter) directly
               into the Collections Account for that Film specified in the
               Facility Letter or as otherwise directed by the Agent without any
               deduction whatsoever save any withholding required by law (it
               being agreed by the Borrower that if any such withholding is
               required to be made the Borrower will use its best endeavours to
               obtain appropriate tax deduction certificates from the applicable
               Sub-Distributor) and shall ensure that all Licence Agreements
               entered into after the date hereof and all invoices rendered in
               connection with each Film shall irrevocably direct that all
               monies due thereunder be paid directly into the applicable
               Collections Account.  If notwithstanding the foregoing any of
               such sums are paid to any other account in the name of or
               operated by the Borrower by telegraphic or other bank transfer or
               are paid to the Borrower by cheque, draft, letter of credit or
               other money order, then such sums shall forthwith upon
               identification by the Borrower (and in any event within five
               Business Days of receipt)


<PAGE>

               be transferred or paid (as the case may be) into the
               applicable Collections Account without any deduction or
               set-off whatsoever.  In the event the Borrower considers that
               it will be put to disproportionate expense in complying with
               the terms of this clause, it shall consult the Agent and
               proceed as the Agent shall direct in the Agent's good faith
               judgment.

      4.4      In relation to each Film Facility the balance standing to the
               credit of the Collections Account shall accrue interest at the
               Bank's short term notice rate calculated on the basis of a 360
               day year.  On the last Business Day of each Interest Period, the
               Agent shall apply such balance in the Collections Account (with
               accrued interest thereon) in reduction of the Loan and all other
               amounts outstanding relating to such Film Facility ^.  After such
               Loan (and accrued interest and the Agent's and the Banks'
               outstanding fees costs and expenses) has been repaid in full,
               such balance shall (unless and until an Event of Default occurs
               or the Agent enforces any of the Security Interests) be applied:

               4.4.1     first in payment to the Borrower of ^ the relating to
                         that Film Facility then accrued; and

<PAGE>

               4.4.2     secondly rateably and pari passu in payment to the
                         Agent (for the account of the Banks) of the ^ relating
                         to that Film Facility then accrued and in payment to
                         the Borrower of the ^ relating to that Film Facility
                         then accrued; and

               4.4.3     thirdly and thereafter in payment of any surplus
                         remaining thereafter to the Borrower.

      4.5      The Agent may however in its absolute discretion agree to the
               earlier application of any part of the balance on the Collections
               Account for any Film in payment of the ^ accrued in relation to
               such Film.  In such event:

               4.5.1     the Agent shall determine in its absolute discretion
                         the amount to be so applied;

               4.5.2     the Agent shall determine the aggregate of such ^ then
                         accrued;

               4.5.3     the Agent shall calculate what percentage ("the
                         Percentage") of such aggregate is represented by the
                         amount referred to in clause 4.5.1 hereof;

               4.5.4     the Agent shall retain for the account of


<PAGE>

                         the Banks the Percentage of such ^ and pay to the
                         Borrower the Percentage of such ^ and ^.

      4.6      It is hereby expressly agreed that the Loan is made available on
               a full recourse basis and that nothing in this Agreement or any
               Facility Letter shall be construed as implying that repayment in
               full of the Loan with respect to any Film Facility, accrued
               interest and the Agent's and the Banks' outstanding fees costs
               and expenses and/or any other obligation of the Borrower to the
               Agent or the Banks hereunder or under any Facility Letter is with
               recourse only to the funds from time to time paid or payable
               pursuant to the applicable License Agreements.  The Banks shall ^
               as ^ and unless and until ^.

      4.7      Provided not less than three Business Days' notice in writing is
               given to the Agent, the Borrower may at any time prepay or repay
               the Loan with respect to any Facility together with accrued
               interest and the Agent's and the Banks' outstanding fees costs
               and expenses provided always any costs incurred in breaking
               interest periods (if such prepayment or repayment is made on a
               day other than the last Business Day of an Interest Period
               applicable to such Facility) and (in any event) any losses
               including any loss of profit expenses or charges (including
               foreign exchange losses) incurred or

<PAGE>

               suffered by any of the Banks as a result of such prepayment or
               repayment are simultaneously reimbursed.

      4.8      The Borrower hereby authorises the Agent for the account of the
               Banks at any time or from time to time following the happening of
               an Event of Default without notice to the Borrower which notice
               the Borrower hereby waives to set off and to appropriate and to
               apply any and all deposits and any other indebtedness which the
               Agent may hold or owe to or for the credit of the account of the
               Borrower against the whole or any part of the Loan and against
               and on account of any other obligations and liabilities of the
               Borrower hereunder or under any Facility Letter (including
               without limitation all claims whatsoever arising out of or
               connected with any such agreements) regardless of whether or not
               by so doing any account in respect thereof shall be thereby
               overdrawn or that the Agent shall have made any demand hereunder
               or the Agent shall have declared the Loan and/or all other sums
               due hereunder or any Facility Letter to be due and payable in
               accordance with the terms hereof or thereof and notwithstanding
               that the said obligations and liabilities, or any of them may be
               contingent or unmatured.

      4.9      All payments to be made by the Borrower hereunder shall



<PAGE>

               be made without set-off or counterclaim and free of any
               deduction or withholding (save any withholding required to be
               made by law) on any ground whatsoever.  If at any time the
               Borrower is required by law to make any deduction or
               withholding from any amount payable hereunder, the Borrower
               shall pay such additional amount as may be necessary to ensure
               that the Agent receives for the account of the Banks a net
               amount equal to the full amount which it would have received
               had no such deduction or withholding been made.

      4.10     The Borrower hereby undertakes and agrees to indemnify and keep
               each of the Banks indemnified from and against all actions
               proceedings claims and demands which may be brought against the
               Banks or any of them and all losses costs charges damages and
               expenses which the Banks or any of them may incur or sustain or
               for which the Banks or any of them may become liable by reason
               whether directly or indirectly of the Banks having made any Loan
               or the Agent or the Banks having issued any guarantee or letter
               of credit pursuant to any Facility Letter or having issued the
               City National Letter of Credit or made payment under any such
               guarantee, letter of credit or the City National Letter of Credit
               except for losses costs charges damages and expenses resulting
               from the gross negligence or misfeasance of the Banks.


<PAGE>

5     INTEREST

      5.1      Each Interest Period in respect of each Facility shall commence
               on the borrowing of the Loan concerned whether by drawdown of the
               Cash Advance (as defined in the applicable Facility Letter) or by
               payment under the Guarantee or Letter of Credit (as such terms
               shall be defined in the applicable Facility Letter) or by
               drawdown under the Operating Facility or by payment under the
               City National Letter of Credit or the deemed borrowing of the
               Loan pursuant to clause 6.4 and/or 7.2 hereof and shall, subject
               to the following provisions of this clause, be of one, three or
               six month's duration as requested by the Borrower.

      5.2      Subject to the following provisions of this clause, the first
               Interest Period relative to any Loan in respect of each Facility
               (other than the first Loan in respect of such Facility) shall end
               on the same day as the current Interest Period relative to the
               first Loan in respect of such Facility.  Thereafter, all Interest
               Periods relative to such Loans shall be co-terminous and such
               Loans shall be treated as one Loan.  Subject to the following
               provisions of this clause, each subsequent Interest Period shall
               commence on the same day as the then current Interest Period
               ends.

<PAGE>

      5.3      If any Interest Period relative to the Loan in respect of any
               Film Facility would otherwise over-run the Maturity Date (as
               defined in the applicable Facility Letter) such Interest Period
               shall be shortened so that such Interest Period ends on such
               date.

      5.4      If any Interest Period relative to the Loan in respect of the
               Operating Facility or the City National Facility would otherwise
               overrun the date on which repayment of the principal amount in
               respect thereof is due hereunder, such Interest Period shall be
               shortened so that such Interest Period ends on the date such
               principal falls due.

      5.5      Interest for each Loan and for each Interest Period applicable
               thereto will be calculated and charged at that rate determined by
               the Agent as being 3% (three percent) per annum above the rate at
               which US dollars are offered to the Agent in the London Interbank
               Market at or about 11.00 a.m. two Business Days prior to the
               start of that Interest Period in similar amounts to such Loan for
               that Interest Period.  The Borrower will be notified of the rate
               of interest to be charged for each Interest Period as soon as
               practicable after the start thereof.

      5.6      Interest shall be calculated and accrue on the basis of the



<PAGE>

               actual number of days elapsed and a 360 day year and will be
               charged and paid at the end of each Interest Period to the Agent
               for the account of the Banks.  In the event that any sums fall
               due for payment on a day which is not a Business Day, such
               payment shall be made on the next succeeding Business Day and the
               amount of interest shall be adjusted accordingly.  Interest will
               be charged and paid gross without any deductions or withholding
               whatsoever (save any withholding required to be made by law) in
               U.S. dollars.  If at any time the Borrower is required by law to
               make any deduction or withholding from any amount payable
               hereunder, the Borrower shall pay such additional amount as may
               be necessary to ensure that the Agent receives for the account of
               the Banks a net amount equal to the full amount which it would
               have received had no such deduction or withholding been made.

      5.7      If the Borrower fails to pay any amount when due in accordance
               with this Agreement or any Facility Letter the Borrower shall pay
               interest on that amount to the Agent for the account of the Banks
               from the date of default up to the time of actual payment at a
               rate per annum which is equal to the rate which would have been
               charged under clause 5.5 hereof for the relevant amount for the
               relevant period plus one per cent.

<PAGE>

      5.8      If the provisions of this Agreement or any Facility Letter would
               at any time require payment to the Agent or the Banks of an
               amount of interest in excess of the maximum amount then permitted
               by the law applicable to the Loan, such interest payments shall
               be reduced to the extent necessary to ensure that the Agent
               and/or the Banks shall not receive interest in excess of such
               maximum amount.

6     FEES

      6.1      In consideration of the Banks' agreement to make the Facilities
               available, the Borrower hereby covenants with the Banks to pay

               6.1.1     to the Agent for the account of the Banks a closing fee
                         equal to 1/2% (one half of one per cent) per quarter or
                         part thereof of the face value of any letter of credit
                         or guarantee issued or given pursuant to any Facility
                         Letter calculated from the date such letter of credit
                         or bank guarantee is issued or given until the date
                         payment is made under such letter of credit or
                         guarantee subject to a minimum fee in each case of 2%
                         of the face value of such letter of credit or bank


<PAGE>

                         guarantee; and

               6.1.2     to the Agent for the account of the Banks a closing fee
                         of 2% (two per cent) flat of the amount of any Cash
                         Advance (as defined in the applicable Facility Letter)
                         and of the face value of the City National Letter of
                         Credit; and

               6.1.3     to the Agent for the account of the Banks sums equal to
                         ^ from time to time or in respect of ^ such other
                         amount in lieu of such fee as shall be specified in the
                         applicable ^; and

               6.1.4     to the Agent for the account of the Banks sums equal to
                         1% per annum of the difference between the maximum
                         amount available to be drawn under the Operating
                         Facility and the amount of the Operating Facility
                         outstanding from time to time calculated on a daily
                         basis and payable quarterly in arrears;

               6.1.5     to the Agent a management fee of US$150,000 per annum
                         or part thereof, such fee being payable in quarterly
                         instalments in advance until this Agreement is
                         terminated;

<PAGE>

     6.2
      6.2.1    The closing fee referred to in clause 6.1.1 hereof shall be
               payable quarterly in advance, it being agreed that if 2% of the
               face value of any letter of credit or guarantee referred to in
               clause 6.1.1 has not been paid prior to encashment thereof, any
               balance shall be paid on encashment.  Payment of the first
               quarterly payment shall be a condition precedent to the issue of
               any such letter of credit or guarantee.

      6.2.2    The closing fee referred to in clause 6.1.2 hereof shall be paid
               in advance and shall be a condition precedent to drawdown
               pursuant to any Facility Letter.

      6.2.3    Part of the fees referred to in clauses 6.1.1, 6.1.2 and 6.1.4
               hereof shall be paid by the Agent to Berliner pro rata to its
               participation upon the Agent receiving the same from the
               Borrower.

      6.3      The fee referred to in clause 6.1.3 hereof shall be paid or
               retained as provided in clauses 4.4 and 4.5 hereof and part of
               such fee upon payment of or retention by the Agent shall be paid
               by the Agent to Berliner pro rata to its participation.

      6.4      In the event that any sums are due and unpaid under clauses 6.1.1
               or 6.1.2 or 6.1.4 or 6.1.5 hereof the


<PAGE>

               Banks pro rata to their respective Commitments shall be deemed
               to have made a Loan to the Borrower hereunder of an amount
               equal to any such sums and the amount of such Loan shall
               thereafter bear interest calculated in accordance with clause
               5 hereof at the rate specified in clause 5.5 hereof.

7     EXPENSES

      7.1      The Borrower hereby agrees with the Banks that it will be liable
               to the Agent (for the account of the Banks where appropriate) on
               demand and on a full indemnity basis for all costs charges fees
               and expenses (including without limitation reasonable travel and
               accommodation expenses incurred by representatives of each Bank
               whilst engaged in the annual review referred to in clause 17
               hereof for the purpose of reviewing the Facilities and otherwise
               whilst engaged in connection with the Facilities or a proportion
               thereof allocated by the Agent in its good faith judgment in the
               event either Bank conducts other business whilst so engaged and
               legal fees and disbursements) incurred by the Banks in connection
               with the negotiation, preparation and execution of this
               Agreement, of each Facility Letter and of any other agreement or
               document referred to herein or therein and in connection with the
               operation confirmation repayment or enforcement of the Facilities


<PAGE>

               (or any of them) or of any document between the Borrower and the
               Banks and/or the Agent relating thereto (including but not in
               limitation stamp duties or documentary or other taxes payable
               thereon or in connection therewith) and in connection with the
               protection and enforcement of the Banks' rights.

      7.2      In the event that any sums are due and unpaid under clause 7.1
               hereof for more than 30 days the Banks pro rata to their
               respective Commitments shall be deemed to have made a Loan to the
               Borrower hereunder of the equivalent in United States Dollars (as
               determined by the Bank) of any such sums and the amount of such
               Loan in United States Dollars shall thereafter bear interest
               calculated in accordance with clause 5 hereof at the rate
               specified in clause 5.5 hereof.

8     CHANGES IN APPLICABLE LAW

      8.1      If any change in any applicable law or regulation or in the
               interpretation thereof by any governmental or other authority
               charged with the administration thereof shall:-

               8.1.1     subject any of the Banks to any Taxes with respect to
                         any Loan or any Guarantee or Letter of Credit (as such
                         latter two terms


<PAGE>

                         may be defined in any Facility Letter) or the City
                         National Letter of Credit (other than usual taxes on
                         overall net income); or

               8.1.2     change the basis of taxation to any of the Banks of any
                         payments of principal, interest, or otherwise in
                         respect of any Facility or any Loan or any Guarantee or
                         Letter of Credit (as such latter two terms may be
                         defined in any Facility Letter) or the City National
                         Letter of Credit; or

               8.1.3     impose, modify or deem applicable any reserve
                         (including any special deposits) or capital adequacy
                         requirements against or in respect of any assets of or
                         loans by any of the Banks; or

               8.1.4     impose on any of the Banks any other conditions with
                         respect to any Loan or any Guarantee or Letter of
                         Credit (as such latter two terms may be defined in any
                         Facility Letter) or the City National Letter of Credit

               and the result of any of the foregoing is to increase the overall
               cost to any of the Banks of making or maintaining the Loan by an
               amount which any such Bank

<PAGE>

               deems material, then and in any such case:-

      8.2      the Agent shall notify the Borrower in writing thereof; and

      8.3      the Borrower shall pay to the Agent for the account of such Bank
               on the last Business Day of the then current Interest Period as
               additional interest on that Loan such amounts as will compensate
               such Bank for such additional cost calculated from the date of
               notification to the Borrower; and

      8.4      the Borrower shall be at liberty at any time thereafter to repay
               all (but not part) of that Loan (including if appropriate by
               making adequate payment on account of the Agent's remaining
               contingent liability under the City National Letter of Credit and
               any such Letter of Credit or Guarantee (as such latter two terms
               may be defined in any Facility Letter)) to the Agent for the
               account of the Banks after paying as additional interest only
               such amounts as may be due under clause 8.3 thereof up to the
               date of actual repayment together with all other amounts
               outstanding hereunder or under any Facility Letter, whereupon the
               Agent's and the Banks' obligations to the Borrower hereunder or
               under any Facility Letter (but not for the avoidance of doubt and
               without limitation the entitlement of the Agent or


<PAGE>

               Berliner to any fees due in accordance with clause 6 hereof)
               shall be cancelled.

9     REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

      9.1      The Borrower acknowledges that the Banks have entered into this
               Agreement and the Agent will enter into Facility Letters in full
               reliance upon the representations and warranties by the Borrower
               in the following terms and the Borrower hereby represents and
               warrants to each of the Banks (and shall be deemed to repeat such
               representations and warranties in accordance with the facts and
               circumstances then subsisting on the effective date of the Merger
               and on every day thereafter on which a Facility Letter is
               executed or on which any drawing is made hereunder or under any
               Facility Letter (whether by cash advance or payment under the
               City National Letter of Credit or under any guarantee or letter
               of credit issued pursuant to any Facility Letter) or on which the
               City National Letter of Credit any such letter of credit or
               guarantee is given or issued):-

               9.1.1     that the Borrower is a corporation duly incorporated
                         and validly existing and in good standing under the
                         laws of the state of Delaware with the power to own
                         assets and


<PAGE>

                         carry on its business as currently conducted and
                         that the Borrower has the requisite power and
                         authority to enter into and perform this Agreement
                         and any Facility Letter entered into on the date
                         this warranty is given or repeated and to assume,
                         execute, perform and discharge the obligations
                         herein and therein contained;

               9.1.2     that the Relevant Agreements executed at the time this
                         warranty is given or repeated constitute the legal,
                         valid and binding obligations of the Borrower
                         enforceable in accordance with their respective terms
                         including but not in limitation in the case of the
                         Security Agreements those terms relating to the ranking
                         or priority of such agreements or documents and/or the
                         liens created thereby;

               9.1.3     that neither the acceptance nor the performance by the
                         Borrower of any Relevant Agreement executed at the time
                         this warranty is given or repeated will or does:

                         9.1.3.1   contravene any law regulation or similar
                                   enactment applicable to the


<PAGE>

                                   Borrower, or any judgment injunction or
                                   award of any court or authority applicable
                                   to the Borrower, or any provision of any
                                   existing contract applicable to the
                                   Borrower or its Certificate of
                                   incorporation or by-laws or any limitation
                                   on the powers of either directors or other
                                   officers of the Borrower; or

                         9.1.3.2   cause any Event of Default to occur; or

                         9.1.3.3   except for the Permitted Encumbrances give
                                   rise to the creation or imposition of any
                                   security interest lien charge or encumbrance
                                   on any of the undertaking property or assets
                                   of the Borrower, present or future (including
                                   uncalled capital) other than the Security
                                   Interests;

               9.1.4     that no litigation, arbitration or administrative
                         proceedings before or of any court, arbitrator or
                         authority are presently


<PAGE>

                         pending or, to the best of the Borrower's knowledge
                         and belief, threatened against it or any other
                         Relevant Parties at the time this warranty is given
                         or repeated or any of their assets which might
                         materially and adversely affect its or their ability
                         to perform its or their obligations hereunder or
                         under any of the Relevant Agreements executed at the
                         time this warranty is given or repeated provided the
                         failure to perform such obligations materially
                         adversely affects or will materially adversely
                         affect the Banks hereunder as determined by the
                         Banks in good faith;

               9.1.5     the signature acceptance execution and performance by
                         the Borrower and the Relevant Parties have been duly
                         authorised by all appropriate action on its or their
                         part;

               9.1.6     the information set out in the Relevant Agreements
                         executed at the time this warranty is given or repeated
                         is true and accurate in all material respects which
                         materially affect or will materially affect the Banks
                         hereunder as determined by the Banks in good faith and
                         the Borrower has fully disclosed all facts



<PAGE>

                         and information relating to the Borrower and the
                         production and financing of each of the Films which
                         the Borrower knows or ought having exercised due
                         diligence to know are material to the Banks in the
                         context of the transaction contemplated by this
                         Agreement and the Facility Letters executed at the
                         time this warranty is given or repeated and that if
                         any such facts or information are received or
                         discovered or which would on enquiry (whether of
                         professional advisers or others) be received or
                         discovered after the date hereof the Borrower will
                         forthwith notify the Agent and the Borrower
                         specifically warrants that the Borrower has not
                         received any information nor knows of any
                         information which would or be likely to affect the
                         Banks' decision to extend any Facility extended
                         hereunder at the time this warranty is given or
                         repeated and that if any such facts or information
                         are received or discovered or which would on enquiry
                         (whether of professional advisers or others) be
                         received or discovered after the date hereof the
                         Borrower will forthwith notify the Agent;

               9.1.7     that the ^ and ^ specified in respect of ^


<PAGE>

                         for ^ in the ^ in which the Borrower has ^ in such ^
                         and in respect of ^ set out in the Borrower's ^ and
                         reproduced in each ^ executed at the time this warranty
                         is given or repeated and upon which the Banks have
                         relied in deciding to make ^ are or will be in the
                         Borrower's good faith business judgement ^ and are or
                         will in the Borrower's good faith business judgement
                         be ^ to the ^ which may be ^ likely to be ^ from the ^
                         which may be ^ likely to be ^ from the ^ of each such ^
                         and that to the best of the Borrower's knowledge and
                         belief all the ^ required under the ^ executed at the
                         time of this warranty is given or repeated in respect
                         of each such ^ will be promptly ^ when ^;

               9.1.8     that to the best of the Borrower's knowledge and belief
                         none of the Relevant Parties is in breach ("breach" for
                         this purpose being limited to a breach which materially
                         adversely affects, or will materially adversely affect,
                         the Banks hereunder as determined by the Banks in good
                         faith) of any of the Relevant Agreements executed at
                         the time this warranty is given or repeated or in
                         material default ("default" for this purpose


<PAGE>

                         being limited to a default which materially
                         adversely affects, or will materially affect the
                         Banks hereunder as determined by the Banks in good
                         faith) thereunder or under any other instrument or
                         agreement to which any of such parties is a party or
                         by which it is bound relating to any of the Films or
                         their financing, production or exploitation, all of
                         which Relevant Agreements the Borrower warrants and
                         represents to the best of the Borrower's knowledge
                         and belief are unencumbered insofar as the material
                         interests of the Banks are not or will not be
                         materially adversely affected thereby as determined
                         by the Banks in good faith (except for the Permitted
                         Encumbrances or as otherwise as provided for herein
                         or in any Facility Letter executed at the time this
                         warranty is given or repeated) in full force and
                         effect and with the terms of which all such parties
                         have complied and will continue to comply and to the
                         best of the Borrower's knowledge and belief that,
                         except as to the Permitted Encumbrances, no party
                         (save the Agent) has or is in the process of
                         perfecting any charge or lien or any other security
                         over any of the undertaking and assets of such


<PAGE>

                         parties relating to any such Film without the prior
                         written consent of the Agent;

               9.1.9     that the Borrower is or will become and remain (without
                         further action or fulfilment of any condition) entitled
                         to the exclusive right for the full term of each
                         Acquisition Agreement executed at the time this
                         warranty is given or repeated to arrange for the
                         exhibition distribution and other exploitation of the
                         Film or Films to which each such Acquisition Agreement
                         relates (including all necessary rights in the music on
                         the soundtrack of the Film) and the Ancillary Rights
                         (as such term is defined in the applicable Facility
                         Letter) throughout the applicable territory without
                         further licence or fee (other than as agreed with
                         applicable third parties and approved by the Agent);

               9.1.10    that subject to any contractually required collection
                         arrangement approved in writing by the Agent all the
                         Gross Receipts in respect of each Film will (prior to
                         any enforcement of any of the Security Interests by the
                         Agent) be paid into the applicable


<PAGE>

                         Collections Account in accordance with the
                         provisions of the applicable Facility Letter;

               9.1.11    that the Borrower will maintain or procure the
                         maintenance of any insurance in respect of each Film
                         required by the Bank as a condition precedent to
                         drawdown or issue of any letter of credit or guarantee
                         pursuant to clause 3.3.8 hereof or pursuant to any
                         Facility Letter until delivery of such Film in
                         accordance with the provisions of the applicable
                         Acquisition Agreement and thereafter maintain or
                         procure the maintenance of Errors and Omissions cover
                         for a total period of three years from commencement of
                         production (it being agreed that in the event the Loan
                         with respect to the applicable Film Facility has not
                         then been repaid in full the Borrower will, at the
                         written request of the Agent extent such cover or
                         obtain new cover as directed by the Agent) in amounts
                         to be approved by the Agent but not to exceed US$1
                         million per claim and US$3 million in the aggregate;

               9.1.12    that each Film will conform to the screenplay specified
                         in the Facility Request relating


<PAGE>

                         thereto will star, will be produced by and directed
                         by those persons specified in the Facility Request
                         relating thereto subject to any replacements thereof
                         substituted with the approval of the completion
                         guarantor for the applicable Film and that each Film
                         will have a running time of not less than 90 and not
                         more than 120 minutes (all unless otherwise approved
                         by the Agent in writing) and that production of each
                         Film will be or has been undertaken in accordance
                         with the applicable Acquisition Agreement and in a
                         timely manner in strictest conformity with the best
                         industry practice to the intent that each such
                         completed Film will be or is of first-class
                         technical quality suitable for first run theatrical
                         release (if a theatrical film) throughout the
                         territory in respect of which the Borrower is
                         granted distribution rights pursuant to the
                         applicable Acquisition Agreement and that the
                         Borrower will use reasonable efforts to ensure that
                         full and adequate delivery of each Film may be made
                         in a timely manner on or before the delivery date
                         specified in the applicable Acquisition Agreement
                         and that the Borrower will ensure that full and
                         adequate delivery of each Film


<PAGE>

                         is made in a timely manner on or before the delivery
                         dates specified in the applicable Licence Agreements
                         (as the same may be varied in writing by the
                         Borrower and the applicable Sub-Distributor) and
                         otherwise in all respects and with all delivery
                         items required thereby and that to the best of the
                         Borrower's knowledge and belief (but subject always
                         to the Permitted Encumbrances) there is not now and
                         the Borrower does not know of anything which in the
                         future might give rise to any claim, lien, charge,
                         imperfection in title or copyright, inadequacy in
                         production or direction, censorship or other reason
                         whatsoever now preventing or hampering full delivery
                         of each Film exactly in accordance with the
                         applicable Acquisition Agreement and the applicable
                         Licence Agreements or receipt and application of the
                         applicable Gross Receipts as provided for in the
                         applicable Facility Letter or the Borrower from
                         lawfully and freely exercising all rights under such
                         agreements and that the Borrower knows of no reason
                         why delivery of each such Film as aforesaid should
                         not be accepted under all such agreements provided
                         always that no breach of any of the foregoing
                         provisions

<PAGE>

                         shall constitute a breach of the Borrower's
                         representations and warranties hereunder unless such
                         breach materially adversely affects or will
                         materially adversely affect the Banks hereunder as
                         determined by the Banks in good faith;

               9.1.13    in terms identical (mutatis mutandis) to the warranties
                         and representations made by the Borrower in the
                         Acquisition Agreements executed at the time this
                         warranty is given or repeated as if the same were
                         hereinafter set out in full;

               9.1.14    that it has provided Bannon & Company with all
                         documents and information required by Bannon & Company
                         to prepare its valuation of the Borrower's library of
                         films and that all such information is true and
                         accurate in all material respects; and

               9.1.15    that prior to any drawdown hereunder all conditions
                         precedent to, and all consents necessary to permit, the
                         Merger pursuant to the Merger Agreement shall have been
                         satisfied and no material breach of any term or
                         provision of any Merger Document shall

<PAGE>

                         have occurred and no action shall have been taken by
                         any competent authority which restrains, prevents or
                         imposes material adverse conditions upon, or seeks
                         to restrain, prevent or impose material adverse
                         conditions upon, the Merger;

               9.1.16    that prior to any drawdown hereunder Old OFG shall have
                         merged with and into the Borrower pursuant to the
                         Merger Agreement in compliance with the Delaware
                         General Corporation Law;

               9.1.17    that prior to any drawdown hereunder the Certificate of
                         Merger executed by the Borrower shall have been filed
                         with the Secretary of State of the State of Delaware
                         and filed or recorded in each other place wherein it is
                         required to be so filed or recorded, in each case
                         evidencing the consummation of the Merger and such
                         Certificate of Merger complies as to form and substance
                         with the requirements of the Delaware General
                         Corporation Law;

               9.1.18    that prior to any drawdown hereunder the approval of
                         the Merger and the other


<PAGE>

                         transactions and matters related thereto by the
                         Board of Directors and shareholders of Old OFG and
                         the Borrower respectively shall not have been
                         rescinded, modified or withdrawn;

               9.1.19    that the Borrower is in compliance with all applicable
                         state and federal securities laws and regulations;

               9.1.20    that:

                         9.1.20.1  when the Merger is consummated Robert Little
                                   and Ellen Little will own, free and clear
                                   from any liens, 2,928,218 shares of the
                                   5,777,778 then outstanding shares of the
                                   voting stock of the Borrower and William
                                   Lischak will own 249,560 of such then
                                   outstanding voting stock;

                         9.1.20.2  further approximately US$42,000,000 of equity
                                   (less any applicable fees and expenses) is
                                   capable of being paid to the Borrower upon
                                   exercise of options, warrants and units of
                                   the Borrower that will be

<PAGE>

                                   outstanding upon consummation of the
                                   Merger (disregarding for such purpose any
                                   means of cashless exercise);

                         9.1.20.3  upon consummation of the Merger pursuant to
                                   the Merger Documents, the board of directors
                                   of the Borrower will comprise Robert Little,
                                   Ellen Little, William Lischak and Allesandro
                                   Fracassi ("the OFG Directors") and three
                                   nominees of New OFG ("the EMAC Directors");

                         9.1.20.4  Section 1(e) of the Stockholders' Voting
                                   Agreement to be entered into upon
                                   consummation of the Merger provides that:

                                   "During the term of this Agreement, the
                                   Overseas Stockholders shall not vote to
                                   remove any director designated by the
                                   Founders and who is still entitled to be a
                                   director hereunder, and the Founders shall
                                   not vote to remove any director

<PAGE>

                                   designated by the Overseas Stockholders
                                   and who is still entitled to be a director
                                   hereunder; provided, however, that as soon
                                   as practicable after the receipt of a
                                   written request from holders of a majority
                                   of the Shares held by all Overseas
                                   Stockholders to remove an Overseas
                                   Stockholders Designee, or from holders of
                                   a majority of the Shares held by all
                                   Founders to remove a Founders Designee,
                                   the other Stockholders agree to use their
                                   best efforts to take, or cause to be
                                   taken, all appropriate action to effect
                                   the removal and replacement of such
                                   Overseas Stockholders Designee or Founders
                                   Designee, as the case may be."

                         9.1.20.5  Section 3.01 of the Bylaws of New OFG to be
                                   effective upon consummation of the Merger
                                   provide that:

                                   "Subject to the provisions of the


<PAGE>

                                   laws of the State of Delaware and the
                                   Certificate of Incorporation, the business
                                   and affairs of the corporation shall be
                                   managed and all corporate powers shall be
                                   exercised by or under the direction of the
                                   Board.  The board may delegate the
                                   management of the day-to-day operations of
                                   the business of the corporation to a
                                   management company or other person
                                   provided that the business and affairs of
                                   the corporation shall be managed and all
                                   corporate powers shall be exercised under
                                   the ultimate direction of the Board."

                         9.1.20.6  The Operating Guidelines of New OFG after the
                                   Merger will further provide with respect to
                                   the Board:

                                   "The Board will have regular meetings on a
                                   quarterly basis.  The Executive Committee of
                                   the Board, chaired by the Vice Chairman of
                                   the Board, will have the Co-Chief Executive
                                   Officers on as permanent

<PAGE>

                                   members, and the members of the Executive
                                   Committee will use their reasonable best
                                   efforts to meet bi-weekly to review
                                   business operations.  During intervals
                                   between meetings of the Board of Directors
                                   of the Corporation, the Executive
                                   Committee shall exercise all powers of the
                                   Board of Directors (except those
                                   specifically reserved by Delaware law to
                                   the full Board of Directors) in the
                                   management and direction of the business
                                   and conduct of the affairs of the
                                   Corporation in all cases in which specific
                                   directions have not been given by the
                                   Board of Directors."

                         9.1.20.7  Section 1.1 of the Employment Agreement of
                                   each of Robert B Little and Ellen Dinerman
                                   Little (the "Employment Agreement") to be
                                   entered into upon consummation of the Merger
                                   provides in part:

                                   "The Services and authority of

<PAGE>

                                   Employee shall include management and
                                   supervision of (A) the general business,
                                   affairs, management and operations of the
                                   Company, (B) the distribution of motion
                                   pictures, and (C) other principal business
                                   activities of the Company and its
                                   Affiliates."

                                   Section 1.5.2 of the Employment Agreement
                                   provides:

                                   "During the Term, all officers and employees
                                   of the Company shall report to, and only to,
                                   Employee and the Co-Executive (directly or
                                   through such channels as Employee and the Co-
                                   Executive shall designate).  During the Term,
                                   there shall be no officer or employee of the
                                   Company whose title, position or authority
                                   with the Company is equal to Employee (other
                                   than the Co-Executive) or superior to that of
                                   Employee."

                                   Section 1.5.4 of the Employment


<PAGE>

                                   Agreement provides:

                                   "In addition to the other duties and
                                   authority of Employee set forth herein,
                                   Employee and the Co-Executive (and no other
                                   person without Employee's consent) shall
                                   have, subject to Section "V" of the Company's
                                   Operating Guidelines attached hereto as
                                   Exhibit "A", the sole and ultimate authority
                                   and responsibility to make all creative
                                   decisions for the Company with respect to all
                                   motion pictures financed, produced or
                                   distributed by the Company or its Affiliates.
                                   This authority shall include, without
                                   limitation, the creative decisions for
                                   acquiring and developing properties,
                                   attaching all creative elements,
                                   greenlighting films for acquisition, and
                                   approving the motion pictures or other
                                   properties to be financed or acquired by the
                                   Company, as well as by its Affiliates.  In
                                   addition, Employee

<PAGE>

                                   and the Co-Executive shall have sole
                                   authority and responsibility to make all
                                   employment decisions regarding Company
                                   personnel, including personnel of the
                                   Company's Affiliates."

                         9.1.20.8  The Operating Guidelines of New OFG after the
                                   Merger will provide with respect to the
                                   authority/responsibility of the Co-
                                   Chairpersons and Co-Chief Executive Officers:

                                   "Such officers shall have general
                                   supervision, direction and control of the
                                   business and affairs of the Corporation and
                                   the general powers and duties of management
                                   usually vested in such officers of a
                                   corporation.  They shall preside at all
                                   meetings of the Board and at all meetings of
                                   the shareholders.  They shall serve on the
                                   three member Executive Committee of the
                                   Board.  Such officers (and no other persons)
                                   shall have the sole and


<PAGE>

                                   ultimate authority and responsibility to
                                   make all creative decisions for the
                                   Corporation.  In addition, such officers
                                   shall have the sole authority and
                                   responsibility to make all employment
                                   decisions regarding Corporation personnel
                                   with decisions regarding key senior
                                   management to be made in consultation with
                                   the Executive Committee.  All other
                                   officers and employees of the Corporation
                                   shall report to, and only to, such
                                   officers (directly or through such
                                   channels as they may designate)."

                         9.1.20.9  The following actions must be approved by
                                   more than a simple majority of a quorum of
                                   the New OFG Board pursuant to the New OFG
                                   Bylaws and/or Operating Guidelines:

                                   (i)  Any amendments to the Restated
                                   Certificate or the Bylaws of New OFG which
                                   would alter (A) the voting rights of the
                                   holders of


<PAGE>

                                   stock in New OFG, (B) the number or
                                   classes of directors on the New OFG Board,
                                   or (C) the notice and quorum requirements
                                   for meetings of the New OFG Board or its
                                   committees or of the shareholders of New
                                   OFG;

                                   (ii)  Any merger or sale of all or
                                   substantially all of the assets of New OFG
                                   (other than in connection with the
                                   liquidation, dissolution or winding up of New
                                   OFG);

                                   (iii)  The designation or issuance of any
                                   preferred stock of New OFG;

                                   (iv)  Any amendments to the New OFG operating
                                   guidelines; and

                                   (v)  amendment or repeal of the New OFG
                                   Bylaws or any New OFG Bylaw.

                         9.1.20.10 the provisions cited in clauses 9.1.20.4,
                                   9.1.20.5, 9.1.20.6, 9.1.20.7, 9.1.20.8 and
                                   9.1.20.9 hereof are not contradicted, amended
                                   or modified in a material

<PAGE>

                                   manner by any other provisions in any of
                                   the Merger Documents or any other
                                   agreement or document by which the
                                   Borrower is bound.

      9.2      The Borrower hereby undertakes for the benefit of the Banks (and
               shall be deemed to repeat such undertakings on every day
               hereafter on which a Facility Letter is executed or on which any
               drawing is made hereunder or under any Facility Letter (whether
               by cash advance or payment under the City National Letter of
               Credit or under any guarantee or letter of credit issued pursuant
               to any Facility Letter) or on which the City National Letter of
               Credit or any such letter of credit or guarantee is issued or
               given):-

               9.2.1     that while any sum is outstanding hereunder, the
                         Borrower will not at any time without the prior written
                         consent of the Agent sell, transfer or in any way
                         dispose of all or a substantial part of its undertaking
                         or assets or create or permit to subsist any mortgage,
                         charge (whether fixed or floating) or other security or
                         possessory interest (other than the Permitted
                         Encumbrances) upon any of its undertaking or assets nor
                         allow nor permit any of its subsidiaries or associates
                         to do


<PAGE>

                         any of the same nor alter its charter document;

               9.2.2     that the Borrower shall not at any time prior to the
                         repayment and payment of all amounts due hereunder or
                         under any Facility Letter to Coutts or the Agent for
                         the account of the Banks without the prior written
                         consent of the Agent assign, novate, discount, pledge,
                         charge, terminate or otherwise dispose of or deal with,
                         or authorise third party rights to arise over, or
                         authorise or agree to any material alteration of (which
                         alteration materially adversely affects or will
                         materially adversely affect the Banks hereunder as
                         determined by the Banks in good faith), any or all of
                         the Relevant Agreements executed at the time this
                         undertaking is given or repeated and shall procure that
                         no person firm or corporation over whom the Borrower
                         exercises any control, and use best endeavours to
                         procure that no other person firm or corporation, shall
                         at any time revoke alter or countermand or attempt or
                         purport to revoke alter or countermand any or all of
                         the directions as to payment into the Collections
                         Account contained in the Licence Agreements

<PAGE>

                         or in any notice of acknowledgement of assignment
                         executed in fulfilment of the terms hereof or of any
                         Facility Letter provided always that if the Borrower
                         considers it will be put to disproportionate cost in
                         procuring the same or considers that legal
                         proceedings will be necessary to procure the same,
                         it will first consult the Agent and thereafter
                         proceed as the Agent shall in good faith direct;

               9.2.3     that the Borrower shall not accept and has not accepted
                         partial, late or incomplete Delivery (as that term is
                         defined in any applicable Acquisition Agreement
                         executed at the time this undertaking is given or
                         repeated) of any Film without the prior written consent
                         of the Agent unless such partial, late or incomplete
                         delivery does not prevent the Borrower from fully
                         complying with its obligations under the Licence
                         Agreements for that Film, in which event the Borrower
                         shall notify the Agent of such partial, late or
                         incomplete Delivery but shall not be obliged to obtain
                         the Agent's consent before accepting the same;


<PAGE>

               9.2.4     that the Borrower will, and will use all reasonable
                         endeavours to procure that the Relevant Parties will
                         promptly and fully comply with their respective
                         obligations under the Relevant Agreements and will
                         observe keep and perform all the terms and conditions
                         thereof;

               9.2.5     the Borrower will ensure that the Agent is fully
                         consulted in connection with the exploitation of
                         each Film and the Ancillary Rights (as defined in
                         the applicable Facility Letter) thereto and that ^
                         will be ^ after the date hereof without first
                         obtaining the consent of the Agent, unless either
                         the Agent does not respond to a written request for
                         such consent within 3 Business Days or the amount of
                         the ^ or ^ thereunder ^ for the ^ and ^ in question
                         the ^ set out in the second column of the applicable
                         Schedule to the applicable ^ in which event and
                         without further formality but subject to clause 11.3
                         hereof the Agent shall be deemed to have given its
                         consent and that forthwith upon the execution thereof
                         the Agent shall be sent a copy of all such agreements;

<PAGE>

               9.2.6     that it shall be a term of all of the Licence
                         Agreements that by irrevocable direction to that effect
                         all monies due and payable to the Borrower thereunder
                         (whether minimum guarantees, advances, overages or
                         otherwise) shall be paid directly into the Collections
                         Account specified in the applicable Facility Letter
                         without any deductions whatsoever (save those as may be
                         required by local law);

               9.2.7     that simultaneously with the execution and delivery of
                         each completed Licence Agreement entered into after the
                         date of this Agreement the Borrower shall deliver a
                         notice of assignment of such Licence Agreement to the
                         licensee party thereto in the form of the notice set
                         out in Exhibit II to the Schedule 3 hereto and shall
                         use good faith efforts to procure that the form of
                         acknowledgement and receipt attached thereto is duly
                         executed by the applicable Sub-Distributor and
                         delivered to the Agent to the extent only that the
                         provisions of such notice and acknowledgement are not
                         contained in the Licence Agreement itself.  In the
                         event that any Sub-Distributor refuses to sign such
                         acknowledgement and receipt or requests


<PAGE>

                         changes thereto, the Borrower shall notify the Agent
                         and shall only conclude the applicable Licence
                         Agreement with the consent of the Agent.
                         Notwithstanding the foregoing, in the event that the
                         Agent does not respond within 3 Business Days of
                         such notice from the Borrower, the Borrower may
                         conclude such Licence Agreement;

               9.2.8     that the copyright in the screenplay of each Film has
                         been registered with the U.S. Copyright Office (or such
                         registration has been applied for) and upon completion
                         of each Film the copyright therein and the grant of
                         distribution rights to the Borrower under the
                         applicable Acquisition Agreement will be recorded by
                         appropriate documentation with the U.S. Copyright
                         Office;

               9.2.9     that the Borrower will maintain the keyman insurance
                         referred to in clause 3.1.7 hereof;

               9.2.10    that the Borrower will notify the Agent forthwith upon
                         becoming actually aware of the occurrence or threatened
                         occurrence of an Event of Default;



<PAGE>
               9.2.11    that the Borrower will not deliver any Film to any Sub-
                         Distributor pursuant to any Licence Agreement which
                         provides for any payment in whole or in part of the
                         minimum guarantee or advance to be made prior to
                         delivery until all such payments have been made in
                         full.

               9.2.12    that the cash balance of New OFG as at the effective
                         date of the Merger will be applied as follows:

                         9.2.12.1  US$1,500,000 will be paid to Robert Little
                                   and Ellen Little;

                         9.2.12.2  US$3,500,000 will be used to repay amounts
                                   outstanding under the Distribution Facility
                                   Letter on or before the maturity thereof; and

                         9.2.12.3  the balance shall be used to repay amounts
                                   outstanding under the Existing Syndication
                                   Agreement or for investment in film or
                                   television projects or for working capital
                                   purposes of the Borrower.

<PAGE>

               9.2.13    that without the Banks' prior written consent, the
                         provisions cited in clauses 9.1.20.4, 9.1.20.5,
                         9.1.20.6, 9.1.20.7 and 9.1.20.8 hereof will not be
                         amended, modified, or repealed by the Borrower in a
                         manner which would or might have a material and adverse
                         effect upon the Banks hereunder.

      9.3      The Borrower agrees to indemnify and keep indemnified the Banks
               from and against all costs expenses (including legal fees and
               disbursements on an indemnity basis) claims losses damages
               liabilities or proceedings suffered by the Banks whatsoever
               arising directly or indirectly from any Event of Default or
               actual or alleged breach of or non-compliance with the
               representations warranties undertakings and obligations herein
               contained and the Banks reserve the right (without prejudice to
               their other rights and remedies) on the happening of any Event of
               Default or any such breach or non-compliance to withhold any
               amount of the Loan not then drawn down until the breach or non-
               compliance complained of is remedied and if the breach or non-
               compliance is not remedied within five Business Days or is an
               Event of Default, to demand immediate repayment by the Borrower
               to the Agent for the account of the Banks or Coutts (as
               applicable) of that part of the Loan which has by then been
               advanced hereunder

<PAGE>

               together with interest thereon at the rate provided for herein
               and the Banks' unpaid fees and expenses or if the Loan (or any
               part thereof) has not by then been advanced to require the
               Borrower to make such provision as the Banks in their
               discretion deem adequate against the Banks' contingent
               liability under any Guarantee or Letter of Credit issued
               pursuant to any Facility Letter or under the City National
               Letter of Credit.

10    FINANCIAL INFORMATION

      10.1     The Borrower hereby undertakes to send copies of the following to
               the Agent in a form satisfactory to the Agent:

               10.1.1    monthly facility schedules setting out all amounts
                         outstanding or committed (in the case of letters of
                         credit or guarantee facilities) under each Facility,
                         all amounts due under the Licence Agreements for any of
                         the Films (or in the case of unsigned agreements, all
                         amounts expected to be due) when such amounts were or
                         will be due, from which Sub-Distributor such amounts
                         were or will be due and which such amounts are secured
                         by letters of credit or bank guarantees;

<PAGE>


               10.1.2    monthly itemised cash flow forecasts setting out the
                         anticipated cash flow of the Borrower for the
                         succeeding 12 months;

               10.1.3    monthly schedules showing in respect of each Sub-
                         Distributor all amounts due or to become due in
                         relation to each Film, when such amounts were or will
                         be due and which such amounts are secured by letters of
                         credit or bank guarantees;

               10.1.4    monthly unaudited management accounts setting out the
                         profit and loss account, balance sheet and cash flow
                         (itemised in the same way as set out in clause 10.1.2
                         above) of the Borrower for the previous month;

               10.1.5    the budgeted profit and loss account and balance sheet
                         of the Borrower for the succeeding financial year;

               10.1.6    the annual accounts of the Borrower audited in
                         accordance with generally accepted accounting
                         principles in the United States of America by a firm of
                         certified public accountants approved by the Agent
                         (Price Waterhouse are hereby approved);


<PAGE>

               10.1.7    monthly bank statements relating to the Borrower's
                         overdraft with City National; and

               10.1.8    copies of all Form 10-K, 10-Q, 8-K and all other
                         periodic reports filed or required to be filed by the
                         Borrower pursuant to the security laws or regulations
                         of the United States and any applicable state security
                         laws or regulations.

      10.2     The material specified in clauses 10.1.1 and 10.1.2, 10.1.3 and
               10.1.7 hereof shall be sent no later than 10 Business Days after
               the end of the month to which it relates, the material specified
               in clause 10.1.4 shall be sent no later than 20 Business Days
               after the end of the month to which it relates, the material
               specified in clause 10.1.5 hereof shall be sent no later than
               31st January of each year until this Agreement is terminated, the
               material specified in clause 10.1.6 shall be sent no later than
               six months from the end of the year to which it relates and each
               item specified in clause 10.1.8 shall be sent no later than 7
               Business Days after the same is filed with the United States
               Securities and Exchange Commission or applicable state regulatory
               authority.

<PAGE>

      10.3     In addition to the material specified in clause 10.1 hereof and
               any other information or documentation which the Borrower may be
               obliged to supply pursuant to any Facility Letter, the Borrower
               shall promptly meet any request for additional financial,
               management or other information or documentation as the Agent may
               from time to time request in the management of the Facilities.
               The Borrower also agrees that its officers will make themselves
               available to speak to the Agent's duly authorised representatives
               upon reasonable notice and if so required no less frequently than
               weekly.

11    FINANCIAL OBLIGATIONS OF THE BORROWER

      11.1     The Borrower undertakes that:-

               11.1.1    The Borrower will maintain a consolidated net worth (as
                         the expression is understood in accordance with
                         generally accepted accounting principles in the United
                         States of America) of not less than US$12,000,000 in
                         1996 (or, if the provisions of clause 2.11 hereof
                         apply, not less than US$11,000,000) and in succeeding
                         years the consolidated net worth for the previous year
                         plus 50% of the annual net income (as such term or any
                         term analogous thereto shall be defined in the


<PAGE>

                         Borrower's audited accounts) for such previous year.

               11.1.2    The Borrower, the Group Companies and any affiliate or
                         subsidiary of the Borrower or any of the Group
                         Companies shall not pay any dividend or make any
                         distribution of its profits unless and until the Agent
                         is satisfied that the Borrower is not in breach of
                         clause 11.1.1 hereof and that such payment or
                         distribution will not lead to the Borrower being in
                         breach of such clause.

               11.1.3    The Borrower shall not, without the prior written
                         consent of the Banks, create or incur, nor permit any
                         of the Group Companies to create or incur, any
                         indebtedness for borrowed money or for the deferred
                         purchase price of property under capital leases, or
                         become liable as a surety, guarantor, accommodation
                         endorser, or otherwise for or upon the obligation for
                         any other person, firm or corporation; provided,
                         however, that this sub-clause shall not be deemed to
                         prohibit:

                         11.1.3.1  unsecured liabilities incurred in

<PAGE>

                                   the ordinary course of business as
                                   presently conducted in connection with the
                                   acquisition or lease of goods, supplies or
                                   merchandise and the distribution of Films
                                   (but in no event for borrowed money) and
                                   current accounts payable which are payable
                                   within one year and are not owing and
                                   unpaid in excess of forty-five days after
                                   the due date;

                         11.1.3.2  the execution of bonds or undertakings in the
                                   ordinary course of business as presently
                                   conducted;

                         11.1.3.3  the endorsement of negotiable instruments
                                   received in the ordinary course of business
                                   as presently conducted;

                         11.1.3.4  the borrowing of up to US$1,000,000 under the
                                   Borrower's existing overdraft with City
                                   National ;

                         11.1.3.5  indebtedness in connection with taxes nor yet
                                   required to be paid;

<PAGE>

                         11.1.3.6  unsecured liabilities (or liabilities secured
                                   by Permitted Encumbrances) for advances,
                                   royalties, participations, deferments or
                                   residuals in connection with films;

                         11.1.3.7  capital leases in an aggregate amount not to
                                   exceed ^;

                         11.1.3.8  indebtedness for borrowed money incurred in
                                   connection with the Permitted Encumbrances
                                   described in the definition of the term
                                   Permitted Encumbrances, subject to the
                                   limitations contained in such definition;

                         11.1.3.9  indebtedness in respect of judgments which do
                                   not constitute an Event of Default under
                                   clause 22.9;

                         11.1.3.10 indebtedness for borrowed money owing to the
                         Agent or the Banks under this Agreement;


<PAGE>

                         11.1.3.11 indebtedness of US$2,000,000 plus interest
                         thereon to Robert Little and Ellen Little pursuant to a
                         secured promissory note to be dated the effective date
                         of the Merger.

               11.1.4    Solely with respect to either (a) Licence Agreements
                         where a minimum guarantee or advance of greater than ^
                         is payable and the Sub-Distributor has not been
                         approved by the Agent or (b) Licence Agreements where
                         the minimum guarantee or advance is not payable in full
                         prior to delivery of the applicable Film to the
                         applicable Sub-Distributor no less than ^ of the
                         minimum guarantee or advance which is contractually due
                         to the Borrower from each Sub-Distributor pursuant to
                         each Licence Agreement and in any event the ^ of the ^
                         of such ^ or ^ shall, unless the Agent shall notify the
                         Borrower to the contrary, be secured by an irrevocable
                         letter of credit or bank guarantee issued by such
                         person as the Agent shall approve substantially in the
                         form of the letter of credit or bank guarantee attached
                         as Schedule 4 or such other form as the Agent shall
                         approve.


<PAGE>

               11.1.5    The Borrower shall keep full, complete, accurate and
                         faithful books of account and records relating to the
                         delivery distribution and exploitation of each Film and
                         the Agent shall be entitled at the Borrower's expense
                         on reasonable prior notice on any Business Day and
                         either directly or through an appointed representative
                         to inspect all such books of account and records as
                         aforesaid and to take copies of the same or extracts
                         thereof and/or once annually to cause such books to be
                         audited.  The Borrower will promptly deliver to the
                         Bank copies of all statements to be rendered under any
                         Acquisition Agreement and any Licence Agreement and in
                         any event within five Business Days of receipt or
                         despatch thereof.

               11.1.6    The Borrower shall provide or has provided in all
                         Licence Agreements for the right of the Borrower to
                         audit and inspect the book of accounts of the Sub-
                         Distributors.  Such provision shall be in a form
                         acceptable to the Agent.  The Borrower will also upon
                         demand by the Agent exercise such of its right to audit
                         and inspect the books of account of the licensees under
                         any of the


<PAGE>

                         Licence Agreements as the Agent may specify in such
                         demand and provide the Banks with such full record
                         of such audit and inspection as the Agent shall
                         require.

               11.1.7    The Borrower will maintain Net Receivables of ^ of the
                         amount of the contingent liability from time to time of
                         the Banks under the City National Letter of Credit.

      11.2     The Borrower shall set an itemised annual budget acceptable to
               the Agent for operational overheads of the Borrower and notify
               the Agent accordingly.  The Borrower will not exceed the total of
               ^ of such budget (although it may apply savings on any one item
               against excess on another item) without the prior written consent
               of the Agent, which shall not be unreasonably withheld.

      11.3     The Agent shall have the absolute right to approve the identity
               of all Sub-Distributors and to determine the maximum aggregate
               unpaid amount of minimum guarantees owed by each Sub-Distributor
               to the Borrower at any time.  It is intended that the Borrower
               shall submit a list of Sub-Distributors to the Agent for its
               approval and that during the term hereof the Borrower may submit
               further Sub-Distributors for the Agent's approval.

<PAGE>

               Once the Agent has approved a Sub-Distributor in writing to
               the Borrower, such Sub-Distributor will continue to be
               approved until the Agent notifies the Borrower to the contrary
               in writing.

      11.4     The Borrower shall procure that at all times the aggregate of:

               11.4.1    cash on deposit in respect of Films in respect of which
                         the Film Facility has not been fully repaid, which the
                         Borrower owns, which is not held for a third party, and
                         which has not then been applied in reduction of any
                         amounts outstanding hereunder or under any Facility
                         Letter; and

               11.4.2    receivables acceptable to the Banks in respect of Films
                         in respect of which the Film Facility has not been
                         fully repaid

               shall equal not less than 30% (thirty per cent) of the amount
               outstanding or committed (by way of letters of credit or
               guarantees issued but unencashed) in connection with the Film
               Facilities.

               For the purpose of clause 11.4.2 only, a Film Facility shall be
               deemed fully repaid when all amounts


<PAGE>

               outstanding to the Agent or the Banks hereunder or under any
               Facility Letter (excluding only the ^ to ^ have been fully
               repaid.

      11.5     For the avoidance of doubt, the Borrower hereby acknowledges that
               the Banks may refuse to grant a Film Facility if this would
               result in the Borrower being in breach of this clause 11.4.

12    EXECUTION OF FACILITY LETTERS

      12.1     Subject to the Facility Limit set out in clauses 2.1, 2.3 and
               12.2 hereof the Borrower may at any time during the term hereof
               request the Agent to make available a Film Facility for a Film.
               Each such Facility Request shall be in the form set out in
               Schedule 2 or in such other form as the Agent may from time to
               time require and shall be sent to the Agent. When making such
               request (and thereafter), the Borrower shall provide the Agent
               with such information documentation and details as the Agent
               shall at its reasonable discretion require.

      12.2     In no event shall any Facility Request seek a Film Facility the
               amount of which when aggregated with the amount of all other Film
               Facilities then outstanding might exceed US$21,000,000 (twenty
               one million United


<PAGE>

               States Dollars) or such greater amount as such limit shall
               have been permitted pursuant to clause 2.12 hereof or such
               lesser amount as such limit shall be as determined by clause
               2.11 hereof.  For these purposes, liability under all Film
               Facilities then outstanding shall consist of the value of
               Loans and accrued interest thereon and/or which the Banks
               might be required to advance thereunder and the face value of
               any Obligations which the Banks might be required to accept.

      12.3     The Agent shall notify Berliner of each Facility Request. The
               Agent shall further supply to Berliner such details and
               information relating thereto as it possesses in order to permit
               Berliner to understand the purpose and nature of the proposed
               Facility.  Berliner shall be entitled to discuss with the Agent
               any aspect of the proposed borrowing, and to make such
               recommendations to the Agent as it feels appropriate.

      12.4     The Agent (on behalf of the Banks hereunder) may in its sole and
               absolute discretion and without giving any reasons decline to
               grant any Film Facility requested by a Facility Request, it being
               the intention that each such proposed financing be considered on
               its own merits.  The Agent will notify the Borrower of its
               decision within 10 Business Days of receipt by it of a


<PAGE>

               Facility Request.  Once the Facility Request has been approved
               and a Facility Letter entered into, the Agent and/or the Banks
               shall make available the requested loan in accordance with the
               provisions of the applicable Facility Letter.

      12.5     It is anticipated that each Film Facility for a Film will be made
               available in accordance with the terms and conditions of a
               Facility Letter which will be substantially in the form of the
               draft set out in Schedule 3. The Agent specifically reserves the
               right, however to stipulate an alternative form of agreement at
               its discretion, and shall stipulate whatever requirements in
               relation to security for the Banks it feels are appropriate in
               the circumstances of each Film Facility.

      12.6     A Film Facility for a Film shall be made available hereunder by
               signature by the Borrower, and (upon its being authorised to do
               so as provided in clause 19.1 hereof) by the Agent on behalf of
               the Banks, of a Facility Letter. If, in relation to a Facility
               Request, the Borrower shall decline to sign the Facility Letter
               as stipulated by the Agent, it shall be under no obligation to do
               so. It shall, however, be liable to pay the out of pocket
               expenses of the Agent in connection with such request, as set out
               below.

<PAGE>

13    THE PRIOR OBLIGATIONS AND EXISTING BORROWINGS

      13.1     With effect from the effective date of the Merger, New OFG hereby
               expressly and unconditionally assumes the Prior Obligations.
               Such Prior Obligations shall be deemed obligations hereunder as
               well as obligations under the Agreements pursuant to which they
               were assumed by Old OFG.

      13.2     It is hereby acknowledged that all amounts outstanding, due,
               paid, repaid or borrowed under the Existing Syndication Agreement
               or any Facility Letter or other document ancillary thereto shall
               be deemed outstanding, due, paid, repaid or borrowed hereunder.

      13.3     Amounts outstanding, due, paid, repaid or borrowed under the
               Distribution Facility shall be deemed outstanding, due, paid or
               repaid under the Operating Facility.

      13.4     It is hereby acknowledged that the provisions of clauses 13.1,
               13.2 and 13.3 hereof shall not operate so as to terminate the
               Existing Syndication Agreement or the Distribution Facility
               Letter or any other agreement pursuant to which the Prior
               Obligations were originally assumed, all of which shall remain in
               full force and


<PAGE>

               effect provided always that the Borrower shall not be liable
               twice for the same obligation.  It is expressly acknowledged
               that this Agreement is an amendment to and restatement of the
               Existing Syndication Agreement.

14    NATURE OF THE BANKS' RIGHTS AND OBLIGATIONS

      14.1     The obligations of the Banks hereunder are several, and failure
               by a Bank to carry out those obligations shall not relieve any
               other party of its obligations hereunder, or under any Facility
               Letter or other document entered into pursuant hereto or thereto.

               In executing a Facility Letter, the Agent acts as agent for each
               Bank severally, and does not by its signature assume
               responsibility in respect of the obligations of any Bank, other
               than itself in its capacity as a Bank. In entering into an
               Obligation, the Agent likewise acts as agent for each Bank
               severally and Berliner agrees to indemnify the Agent for that
               part of the Obligation which equates to its Commitment. No Bank
               shall be responsible for the obligations of any other Bank
               hereunder or under any Facility Letter.

      14.2     The obligations of the Borrower towards each of the Agent and the
               Banks hereunder and under each Facility Letter are undertaken to
               each of them as separate and


<PAGE>

               independent rights.

15    SECURITY AND APPLICATION OF MONIES

      15.1     The Agent shall hold and enforce the Security Interests as agent
               and trustee for itself and Berliner in accordance with their
               respective rights hereunder and subject to clause 15.3 hereof.

      15.2     Notwithstanding anything to the contrary contained in any
               Facility Letter to be entered into hereafter or any other
               agreement, all Security Interests held by the Agent for the
               liabilities of the Borrower in respect of any of the Facilities
               shall be held as security for the liabilities of the Borrower in
               respect of all of the Facilities.

      15.3     Amounts received by the Agent from the Borrower or recovered by
               the Agent upon enforcement of the Security Interests or any of
               them shall be applied in the following order:

               15.3.1    in repayment of fees or expenses (including without
                         limitation any expenses incurred by the Agent in
                         enforcing the Security Interests or any of them)
                         outstanding from the Borrower hereunder or under any
                         Facility Letter or any

<PAGE>

                         Security Agreements;

               15.3.2    in repayment of any interest outstanding from the
                         Borrower relating to the Facilities;

               15.3.3    in repayment of all other amounts of principal
                         outstanding from the Borrower hereunder or under any
                         Facility Letter;

               15.3.4    in repayment of any other amount outstanding from the
                         Borrower hereunder, under any Facility Letter or under
                         any document ancillary thereto;

               15.3.5    the surplus will be paid to the Borrower or as
                         otherwise required by law.

      15.4     At the written request of the Borrower, the Agent will agree in
               writing with any Sub-Distributor that provided such Sub-
               Distributor is not in breach of the Licence Agreement to which
               such Sub-Distributor is a party the Agent will not exercise its
               Security Interest in any way which will interfere with the quiet
               enjoyment by such Sub-Distributor of the rights granted or
               licensed to such Sub-Distributor pursuant to such Licence
               Agreement.

<PAGE>

      15.5     Where necessary in relation to any Film or any other film or TV
               program acquired by or licensed to the Borrower after the date of
               this Agreement, the Agent and/or the Banks will enter into an
               intercreditor agreement with other parties secured on such Film,
               other film or TV program to be negotiated in good faith, to
               establish the priority set out in Clause (c)(ix) of the
               definition of "Permitted Encumbrances".

16    PROCEDURE FOR FUNDING ADVANCES

      16.1     ^ Business Days before the assumption by the Agent of an
               Obligation on behalf of the Banks, Berliner undertakes for the
               express benefit of the Borrower and the Agent to provide the
               Agent with a ^ substantially in the form agreed providing for
               the ^ in respect of the applicable Facility.

      16.2     In the case of each Loan to be made available under a Facility,
               the Agent shall notify Berliner of the date on which such Loan is
               to be made to the Borrower at least ^ Business Days before the
               date on which such Loan is to be made or such shorter period as
               shall be practicable in the circumstances. In the case of any
               payment by the Agent in respect of an Obligation it shall give to
               Berliner notice of its intention to make a payment in respect
               thereof ^ Business Days before the


<PAGE>

               date on which payment is made, or shall give such shorter
               period of notice as may be practicable in the circumstances.
               Failure by the Agent, however, to give notice to Berliner as
               set out in this sub-clause shall not relieve Berliner of its
               other obligations under this clause or otherwise under this
               Agreement.

      16.3     Berliner undertakes for the express benefit of the Borrower and
               the Agent to pay to the Agent so that the Agent receives value
               therefor on the day on which the Agent proposes to disburse the
               same, such proportion of the total amount proposed to be
               disbursed as Berliner's Commitment bears to the aggregate
               Commitments of the Banks.

      16.4     All payments to be made hereunder shall be made, if in United
               States Dollars, to the account of Coutts with ^ or to such other
               account as the Agent may specify and if in any other currency, to
               such account of the Agent as the Agent shall from time to time
               specify.

      16.5     If, for whatever reason, Berliner shall have failed to make any
               payment to the Agent as required by this clause 16, then,
               provided Berliner has received the notice referred to in clause
               16.2 hereof, the Agent may at its discretion (but shall in no
               event be obliged to) make the relevant payment on behalf of
               Berliner. In


<PAGE>

               this event and in consideration of the Agent's agreement to
               pay to Berliner Berliner's share of fees payable by the
               Borrower hereunder, Berliner shall forthwith reimburse the
               Agent for the amount so expended, and pending reimbursement,
               the amount concerned shall bear interest at the rate specified
               in clause 5.5 hereof.  In addition, Berliner shall indemnify
               the Agent against all losses, expenses and costs incurred by
               the Agent in funding such payment.  The amount of such costs
               shall be certified to Berliner by the Agent, and the
               certificate shall be binding and conclusive for all purposes,
               save in the case of manifest error. Any interest payable
               hereunder by Berliner shall accrue from day to day and shall
               be calculated on the basis of a 360 day year, in the case of
               amounts payable in United States Dollars, and on whatever
               basis may be customary in the London Interbank market from
               time to time in the case of amounts payable in currencies
               other than United States Dollars.

17    AVAILABILITY AND REVIEW

      The Facilities will be available subject to the terms of this Agreement
      until 9th May 1997 or the earlier happening of an Event of Default.  The
      Banks will review the Facilities made available by this Agreement before
      9th May 1997 with a view to determining whether the Facilities should
      remain available after such date.


<PAGE>

      Prior to such review, the Borrower will supply to the Agent its
      internal valuation of the Borrower's interest in its library of films
      in a form acceptable to the Agent or, if the Agent shall so request,
      such a valuation audited by a firm of certified public accountants
      acceptable to the Agent.  Such valuation shall value the library at no
      less than US$20,000,000.  The Agent will consult the Borrower prior to
      such review and notify the Borrower of the decision of the Banks as
      soon as practicable thereafter.

      Such review shall be without prejudice to the terms of any Facility Letter
      executed prior thereto.

18    ASSIGNMENT

      18.1     This Agreement shall be binding upon, and inure to the benefit
               of, the Banks, the Agent, the Borrower and their respective
               successors.

      18.2     The Borrower shall not assign or transfer any of its rights
               and/or obligations under this Agreement.

      18.3     Each Bank may at any time with the consent of the Agent (which it
               may give or withhold at its discretion but not until it has first
               consulted the Borrower) and the consent of the Borrower (which
               consent shall not be unreasonably withheld or delayed) assign or
               transfer all or any part of its rights or benefits under this



<PAGE>

               Agreement by assigning to any one or more banks or other lending
               institutions (each of which is in this clause called an
               "Assignee") all or any part of such Bank's rights and benefits
               under this Agreement

      PROVIDED that:-

               18.3.1    such assignment or transfer may only be effected if the
                         Assignee, by delivery of such undertaking as the Agent
                         may approve, becomes bound by the terms of this
                         Agreement;

               18.3.2    the assignor Bank shall pay to the Agent on demand all
                         expenses (including but not limited to legal fees) and
                         any Value Added Tax thereon, certified by the Agent as
                         having been properly incurred by it in connection with
                         such transfer by the assignor Bank under this clause;

      AND PROVIDED that no Bank may make such assignment or transfer if such
      assignment or such transfer will (as appears at the time of such transfer)
      result in the Borrower becoming obliged to pay under this Agreement any
      greater amounts than it would have been obliged to pay had such assignment
      not been made.

      18.4     If any Bank assigns or transfers all or any part of its


<PAGE>

               rights, benefits and obligations under this Agreement as
               provided in clause 18.3 above, all references in this
               Agreement to such Bank shall subsequently be construed as
               references to such Bank and such Assignee to the extent of
               their respective participation and the Borrower shall
               subsequently look only to the Assignee (to the exclusion of
               such Bank) in respect of that proportion of the Bank's
               obligations under this Agreement as correspond to such
               Assignee's participation in this Agreement and accordingly
               such Bank's Commitment under this Agreement shall be
               proportionately reduced and the Assignee shall assume a
               Commitment equivalent to such reduction. The Agent shall
               notify the Borrower of any such assignment or transfer.

      18.5     A Bank may with the prior written consent of the Agent and the
               Borrower disclose to a potential Assignee such information about
               the Borrower and its financial condition as shall have been made
               available to the Banks generally.

19    THE AGENT AND THE BANKS

      19.1     Each Bank hereby appoints the Agent to act as the agent of such
               Bank for the purposes of this Agreement and for such purposes
               irrevocably authorises the Agent to hold



<PAGE>

               the Security Interests on its behalf and to take such action
               on its behalf and to exercise such powers hereunder as are
               specifically delegated to it by this Agreement together with
               such powers as are reasonably incidental to them.
               Notwithstanding anything else contained herein (including the
               provisions of clause 19.13 hereof) the Banks shall jointly and
               unanimously decide whether each--should be accepted and the
               terms of each--.  The approval of each Bank shall be evidenced
               by its execution of a copy of each--immediately prior to the
               execution thereof by the Agent and the Borrower. Subject to
               the terms of this sub-clause the Agent will act or refrain
               from acting in accordance with any direction received from
               Majority Banks.

      19.2     The Agent will account to each Bank for such Bank's due
               proportion of all sums received by the Agent for such Bank's
               account, whether by way of repayment of principal or payment of
               interest, fees or otherwise. The Agent may retain for its own use
               and benefit (and shall not be liable to account to the Banks for
               all or any part of) any sums received by it by way of
               reimbursement of expenses incurred by it (including legal fees)
               and by way of agency fees payable for the Agent's own account.

      19.3     The Agent shall not be obliged to take any steps


<PAGE>

               to ascertain whether any Event of Default (other than default
               in repayment of principal or in payment of interest, fees or
               any other sums due hereunder or pursuant to any Facility
               Letter) has happened or exists. Until the Agent shall have
               received express notice from the Borrower or Berliner to the
               contrary or has actual knowledge that an Event of Default has
               happened or exists, the Agent shall be entitled to assume that
               no Event of Default (other than as above) has happened or
               exists. Upon receipt of such notice or the possession of such
               knowledge the Agent will inform Berliner and will thereafter
               proceed in relation to:-

               19.3.1    the making or refraining from making of any demand for
                         repayment of some or all of the amounts then
                         outstanding or due and unpaid under any of the
                         Facilities; and

               19.3.2    the advance of any further funds to the Borrower under
                         any of the Facilities

               strictly in accordance with the decisions of the Majority Banks,
               notwithstanding anything to the contrary herein or in any
               Facility Letter.

      19.4     The Agent will be entitled to rely on any communication or
               document believed by it to be genuine and correct

<PAGE>

               and to have been communicated or signed by the person by whom
               it purports to be communicated or signed and shall not be
               liable to any of the parties to this Agreement for any of the
               consequences of such reliance.

      19.5     The Agent shall not be obliged to take any proceedings against
               the Borrower, any Bank or any other person for the recovery of
               any sum due under this Agreement.

      19.6     Neither the Agent nor any of its directors, officers, employees
               or agents shall be liable for the consequences of any action
               taken or omitted by it or them or the exercise of any discretion
               or power under or in connection with this Agreement unless caused
               by its or their gross negligence or wilful misconduct. The Agent
               shall not be responsible for any statements, representations or
               warranties made by the Borrower in this Agreement any Facility
               Letter or otherwise or for or in respect of any information
               supplied or provided or subsequently to be supplied or provided
               by the Agent or any of the Banks which is in any way connected
               with the Borrower or this Agreement or any Facility Request,
               Facility Letter or any of the matters contemplated by this
               Agreement. The Agent shall send Berliner monthly reports on the
               operation and management of the Facilities. The Agent shall also
               meet any reasonable request for additional information within its
               knowledge


<PAGE>

               relating to the Facilities as soon as practicable but
               otherwise save as specifically provided in this Agreement, the
               Agent shall not be under any duty or obligation, either
               initially or on a continuing basis, to provide Berliner with
               any credit information or other information with respect to
               the financial condition of the Borrower or otherwise relevant
               to the Facilities. Furthermore, the Agent shall not be
               responsible for the execution, effectiveness, genuineness,
               validity, enforceability or sufficiency of this Agreement or
               any of the other documents referred to in this Agreement or
               for the recoverability of any Loan or any other sums to become
               due and payable pursuant to this Agreement.

      19.7     The Agent shall be entitled to rely on the advice of any
               professional advisers selected by it given in connection with
               this Agreement and any of the matters contemplated by it and
               shall not be liable to Berliner for any of the consequences of
               such reliance.

      19.8     In performing its functions and duties under this Agreement the
               Agent shall act solely as the agent of the Banks. Nothing in this
               Agreement shall constitute the Agent a trustee for any Bank (save
               as expressly provided herein) or trustee or agent of the
               Borrower. The Agent shall be under no liability or responsibility



<PAGE>

               of any kind to the Borrower or to Berliner arising out of or in
               relation to any failure or delay in performance or breach by
               Berliner or, as the case may be, the Borrower of any of its
               obligations pursuant to this Agreement.

      19.9     With respect to its own participation as a Bank in the
               Facilities, Coutts shall have the same rights, liabilities and
               powers under this Agreement as though it were not also acting as
               the Agent for the Banks. The Agent may, without liability to
               account, accept deposits from, lend money to and generally engage
               in any kind of banking or trust business with or for the Borrower
               as if it were not the Agent for the Banks.

      19.10    Berliner agrees to indemnify the Agent (to the extent not
               reimbursed by the Borrower) rateably according to its
               participation herein from and against any and all liabilities,
               obligations, losses, damages, penalties, actions, judgments,
               suits, costs, expenses and disbursements of any kind or nature
               whatsoever (except where caused by the wilful misconduct or gross
               negligence of the Agent and except in respect of any agency or
               other fee due to the Agent in its capacity as Agent) which may be
               imposed on, incurred by or asserted against the Agent in its
               capacity as Agent in any way relating to or arising out of this
               Agreement or any


<PAGE>

               action taken or omitted by the Agent in enforcing or
               preserving the rights of the Banks under this Agreement.

      19.11    Berliner will notify the Agent of, and provide the Agent with a
               copy of, any communication between either of them and the
               Borrower on any matter concerning the Facilities.  The Agent
               shall promptly notify Berliner upon receipt of any notices and
               documents concerning the Facilities from or to the Borrower and
               will immediately send to Berliner copies (or details of the
               contents) of such notices and documents of which notification is
               given as stated above.  The Agent shall also promptly notify
               Berliner in writing of its exercise (whether orally or in
               writing) of any power of approval, consent, discretion, variation
               or waiver vested in it by virtue of the terms hereof or of any
               Facility Letter or its being a party thereto as agent for the
               Banks.

      19.12    Berliner acknowledges that it has, independently and without
               reliance upon the Agent based on such documents and information
               as it has deemed appropriate, made its own analysis of the
               financial condition and affairs of, and its own appraisal of the
               creditworthiness of, the Borrower and made its own decision to
               enter into this Agreement.  Berliner also acknowledges that it
               will,

<PAGE>

               independently and without reliance upon the Agent and based
               on such documents and information as it shall deem appropriate at
               the time, continue to make its own decisions in taking or not
               taking action under this Agreement (save where it has
               specifically agreed to delegate the making of such decisions to
               the Agent).

      19.13    The Agent may grant waivers or consents, vary the terms of this
               Agreement and do or omit to do all such acts and things in
               connection with this Agreement as may be authorised in writing by
               the Majority Banks.  Any such waiver, consent, variation, act or
               omission so authorised and effected by the Agent shall be binding
               on all the Banks and the Agent shall be under no liability
               whatsoever in respect of any such waiver, consent, variation, act
               or omission.  Except with the prior written Agreement of Berliner
               (in the case of clause 19.13.1 - 19.13.4 inclusive), nothing in
               this clause shall authorise (as between the Agent and the Banks):

               19.13.1   any change in the rate at which any interest is payable
                         hereunder;

               19.13.2   any extension of the date for payment, or alteration in
                         the amount or currency, of any principal, interest,
                         fees or any other amount



<PAGE>

                         payable under any Facility Letter or hereunder
                         (excluding the fee payable pursuant to clause 6.1.5
                         hereof);

               19.13.3   any increase in any Bank's Commitment; or

               19.13.4   any variation of the definition of "Majority Banks" in
                         clause 1;

      19.14    With the consent of the Borrower (not to be unreasonably withheld
               or delayed) Coutts may for any reason which Coutts itself
               considers sufficient justification retire at any time as Agent
               hereunder and as trustee for the Banks of the Security Interests
               by giving to the Borrower and each of the Banks not less than 30
               days' notice of its intention to do so.  In such event the
               identity of the bank to be appointed agent and trustee in Coutts'
               stead shall be decided by the Majority Banks.  Upon such other
               bank as the Majority Banks may decide being so appointed, the
               retiring Agent shall be discharged from any further obligations
               as agent under this Agreement and the Security Agreements and its
               successor and each of the other parties to this Agreement shall
               have the same rights and obligations and interest as they would
               have had if such successor had been a party to this Agreement.
               The retiring Agent shall make over to its


<PAGE>

               successor all such records as its successor requires to carry
               out its duties.

20    CONSENTS AND WAIVERS

      Subject to the warranties contained in clauses 9.1.15, 9.1.16, 9.1.17,
      9.1.18 and 9.1.19 being true and accurate in all respects the Banks hereby
      consent to the Merger.

21    SHARING OF PAYMENTS

      21.1     If either Bank ("the Sharing Bank") at any time shall obtain
               (whether by way of voluntary payment or pursuant to this
               Agreement or otherwise including, but not in limitation, by way
               of set-off, counterclaim or other withholding) a proportion in
               respect of its participation in any sum due from the Borrower
               under this Agreement which is greater than the proportion
               obtained by the Bank or Banks obtaining the smallest proportion
               of its participation in it, including a nil receipt, (the amount
               so obtained by the Sharing Bank which is attributable to such
               excess being called the "excess amount") then:

               21.1.1    the Sharing Bank shall immediately pay to the Agent an
                         amount equal to the excess amount, whereupon the Agent
                         shall notify the Borrower


<PAGE>

                         of such amount and its receipt by the Agent;

               21.1.2    the Agent shall treat such payment as if it were a
                         payment by the Borrower on account of the sum owed to
                         the Banks as above; and

               21.1.3    as between the Borrower and the Sharing Bank the excess
                         amount shall be treated as not having been paid, while
                         as between the Borrower and each Bank (including the
                         Sharing Bank) it shall be treated as having been paid
                         to the extent receivable by such Bank

      PROVIDED THAT:

               21.1.4    notwithstanding the above provisions, no Bank shall be
                         entitled to commence any action or proceeding for the
                         recovery of any sum payable to it for its account by
                         any other Bank under this Agreement prior to the
                         expiration of 30 Business Days from receipt by such
                         other Bank of such sum;

               21.1.5    every payment and adjustment made pursuant to clauses
                         21.1.1, 21.1.2 and 21.1.3 above shall be subject to the
                         condition that if the excess amount (or any part of it)




<PAGE>

                         subsequently falls to be repaid by the Sharing Bank to
                         the Borrower or to be paid to any third person, the
                         Agent (if it shall then hold the same) and each of the
                         Banks which has received any part of it from the Agent
                         shall repay the excess amount (or the relevant part, as
                         the case may be) to the Sharing Bank together with such
                         amount (if any) as is necessary to reimburse to the
                         Sharing Bank the appropriate proportion of any interest
                         it shall be obliged to pay when repaying such amount as
                         above, and the relevant adjustments pursuant to clauses
                         21.1.1, 21.1.2 and 21.1.3 above shall be cancelled; and

               21.1.6    if any Bank shall commence an action or proceedings
                         against the Borrower in any court to enforce its rights
                         under this Agreement and, as a result of or in
                         connection with such action or proceedings, shall
                         receive any excess amount such Bank shall not be
                         required:

                         21.1.6.1  to share any portion of such excess amount
                                   with a Bank that has the legal right to, but
                                   does not, join


<PAGE>

                                   such action or proceedings or  commence
                                   and diligently prosecute a separate
                                   action or proceedings to enforce its
                                   rights  in the same or another court; or

                         21.1.6.2  to share any portion of such excess amount
                                   with the Bank which has or have joined the
                                   same action or proceeding or has or have
                                   commenced and prosecuted a separate action or
                                   proceedings to enforce its or their rights in
                                   the same or in another court if, by reason of
                                   the negligence or wilful default of such
                                   Bank, or Banks obtain(s) a sum which is
                                   proportionately smaller (including a nil
                                   receipt) than that received by the Sharing
                                   Bank; or

                         21.1.6.3  to share any portion of such excess amount in
                                   circumstances where both the Banks join the
                                   same action or proceedings.

      21.2     Each Bank exercising any rights giving rise to a receipt or
               receiving any payment of the type referred


<PAGE>

               to in clause 21.1 or instituting legal proceedings to recover
               sums owing to it pursuant to this Agreement shall as soon as
               practicable afterwards give notice to the Agent, which will as
               soon as practicable afterwards give notice to the other Bank.

22    EVENTS OF DEFAULT

      In any of the following events:-

      22.1     if any of the Relevant Parties commits any material breach of or
               omits or fails to observe any of the material obligations or
               undertakings contained in the Relevant Agreements and such breach
               or omission materially adversely affects or will materially
               adversely affect the Banks hereunder as determined by the Banks
               in good faith or if any material representation or warranty
               contained in any of the Relevant Agreements (or in any of the
               documents presented when any guarantee or letter of credit issued
               pursuant to any Facility Letter is paid) is or becomes untrue or
               ceases to be accurate and the same materially adversely affects
               or will materially adversely affect the Banks hereunder as
               determined by the Banks in good faith or if any of such
               agreements is terminated (whether or not lawfully) or ceases to
               be in force for whatever reason and, in the Agent's absolute
               opinion,



<PAGE>

               such termination materially adversely affects the Banks'
               rights hereunder or if the Borrower otherwise ceases to be the
               exclusive distributor of any Film as provided for in the
               applicable Acquisition Agreement and such cessation materially
               adversely affects or will materially adversely affect the
               Banks hereunder as determined by the Banks in good faith; or

      22.2     if while any sum is outstanding hereunder the Borrower at any
               time sells transfers or in any way disposes of all or a
               substantial part of its undertaking or assets or creates or
               permits to subsist any mortgage, charge (whether fixed or
               floating) lien or encumbrance or other security or possessory
               interest (other than the Permitted Encumbrances) upon any of its
               undertaking or assets or allows or permits any of its
               subsidiaries or associates to do any of the same or alters its
               charter; or

      22.3     if the Borrower fails to make or procure the making of any
               payment of principal when due or of interest or of fees or
               expenses or other payment whatsoever hereunder or under any
               Facility Letter on the due date; or

      22.4     if any of the Relevant Parties (a) becomes insolvent or (b) is
               unable, deemed unable or admits in writing its inability to meet
               its respective debts as they fall due

<PAGE>

               or (c) makes an assignment for the benefit of creditors or to
               an agent authorised to liquidate any substantial amount of its
               properties or assets or (d) applies for or consents to the
               appointment of a receiver or trustee for it or for a
               substantial part of its property or business or institutes or
               has instituted against it any proceedings for relief under any
               bankruptcy law or any law for the relief of debtors or has
               entered against it any order or judgment decreeing its
               dissolution or division (provided, however, that, in the event
               such a receiver or trustee is appointed or such proceedings
               are instituted or order or judgement is entered, without the
               consent of the applicable Relevant Party, it is not discharged
               within thirty (30) days after such appointment institution and
               entrance or (e) if a meeting of creditors is convened or any
               composition or arrangement for the benefit of creditors is
               proposed or entered into provided always that if any of the
               foregoing occurs with respect to a Relevant Party other than
               the Borrower the same shall only be an Event of Default if it
               materially adversely affects or will materially adversely
               affect the Banks hereunder as determined by the Banks in good
               faith by any of the aforesaid or (f) if a petition is
               presented for the purpose of considering a resolution for the
               liquidation (except, and subject to the Agent's prior written
               consent as aforesaid, in the event of bona fide company



<PAGE>

               reorganisation or amalgamation) of any of the Relevant Parties
               or (g) if similar proceedings are taken for the winding up,
               bankruptcy or dissolution of any of the aforesaid or (h) if so
               called Chapter VII or Chapter XI proceedings are commenced
               against any of the Relevant Parties or (i) if any event
               analogous to the foregoing occurs in any jurisdiction provided
               always that if any of the foregoing occurs with respect to a
               Relevant Party other than the Borrower the same shall only be
               an Event of Default if it materially adversely affects or will
               materially adversely affect the Banks hereunder as determined
               by the Banks in good faith; or

      22.5     if any of the Relevant Parties shall cease or threaten to cease
               to carry on business and such cessation materially adversely
               affects or will materially adversely affect the Banks hereunder
               as determined by the Banks in good faith or if the existence of
               the Borrower is terminated without the Agent's prior written
               consent; or

      22.6     if an encumbrancer takes possession or a trustee, administrative
               receiver or receiver or similar officer is appointed, of the
               whole or a material (in the opinion of the Agent) part of the
               assets or undertaking of any of the Relevant Parties or if any
               event analogous to the foregoing occurs in any jurisdiction


<PAGE>

               and such event materially adversely affects or will materially
               adversely affect the Banks hereunder as determined by the
               Banks in good faith; or

      22.7     if the Agent becomes aware of any circumstances which lead the
               Agent acting reasonably and in good faith to believe that a
               petition for an administration order under Section 9 of the
               Insolvency Act 1986 may be presented to the Court in respect of
               any of the Relevant Parties and the Agent is satisfied that any
               of the Relevant Parties is or may become unable to pay its debts
               (within the meaning given to that expression in Section 123 of
               that Act) or if such a petition is so presented or if any event
               analogous to any of the foregoing occurs in any jurisdiction and
               such event materially adversely affects or will materially
               adversely affect the Banks hereunder as determined by the Banks
               in good faith; or

      22.8     if a distress or execution shall be levied or enforced upon or
               sued out against the whole or any part of the property of any of
               the Relevant Parties and shall not be paid within 5 Business Days
               or if any event analogous to any of the foregoing occurs in any
               jurisdiction and such event materially adversely affects or will
               materially adversely affect the Banks hereunder as determined by
               the Banks in good faith; or


<PAGE>

      22.9     if there shall be entered or filed against any of the Relevant
               Parties or any material portion of its assets, money judgements,
               writs or warrants of attachment or similar process in an
               aggregate amount greater than US$200,000 (two hundred thousand
               United States Dollars) which shall remain unvacated, unbonded,
               unstayed or unsatisfied for a period of 30 (thirty) days or in
               any event later than five (5) days prior to the date of any
               proposed sale thereunder and such event materially adversely
               affects or will materially adversely affect the Banks hereunder
               as determined by the Banks in good faith;

      22.10    if control (as defined in Section 416 of the Income and
               Corporation Taxes Act 1988 or in relevant analogous local
               legislation) of any of the Relevant Parties (other than the
               Borrower) shall be passed to any person or group of persons whose
               control in the Agent's reasonable opinion results in a material
               deterioration in any of the Relevant Parties' or the Borrower's
               creditworthiness or if there is any disagreement or deadlock
               amongst the owners or managers of any of the Relevant Parties
               (excluding, in the case of any disagreement only, the Borrower)
               which the Agent reasonably believes (acting in good faith) will
               materially adversely affect the Borrower's ability to

<PAGE>

               meet its obligations hereunder or if any event analogous to
               any of the foregoing occurs in any jurisdiction; or

      22.11    if any of the Security Interests shall not be or shall cease to
               be in force or effect or (subject to the Permitted Prior
               Encumbrances) shall cease to be a first priority security
               interest; or

      22.12    if for any reason whatsoever any of the Licence Agreements under
               which payments which the Agent shall in its sole opinion deem
               material to the security of any Facility and the repayment of any
               Loan are due but unpaid shall be terminated or cancelled or if
               any such payments are not made when due; or

      22.13    if ^ or ^ of ^ from the ^ of ^ and supplied to the Banks and
               upon which the Banks have relied or from time to time rely in
               deciding whether to ^ or ^ any ^ are found to be materially
               inaccurate or unreliable; or

      22.14    if any Film is not delivered to any of the licensees in all
               material respects in accordance with the provisions of the
               relevant Licence Agreements and such failure in delivery results
               in any material delay in payment or any non-payment by the
               applicable Sub-Distributor or if any Film is not delivered to the
               Borrower in all


<PAGE>

               material respects in accordance with the provisions of any
               Acquisition Agreement in respect of a Film for which the
               Borrower has drawndown under any Facility prior to such
               delivery and such failure materially adversely affects or will
               materially adversely affect the Banks hereunder as determined
               by the Banks in good faith; or

      22.15    if the amount outstanding to under the Borrower's overdraft
               facility with City National at any time exceeds US$1,000,000; or

      22.16    if the Borrower defaults under any agreement involving the
               borrowing of money or the extension of credit to which the
               Borrower is a party and such default consists of the failure to
               pay any amount when due or results in any party other than the
               Borrower to such agreement having the right to accelerate any
               obligation to pay under such agreement and such failure
               materially adversely affects or will materially adversely affect
               the Banks hereunder as determined by the Banks in good faith; or

      22.17    if, without the Banks' prior written consent, Robert and Ellen
               Little shall cease to beneficially own and control, directly or
               indirectly, free and clear from any liens, at least twenty-five
               percent (25%), in the

<PAGE>

               aggregate, of the then outstanding voting stock of Borrower or
               at least thirty-seven percent (37%), in the aggregate, of the
               voting stock of the Borrower on a fully diluted basis
               (assuming for the latter purpose that voting stock underlying
               options, warrants and convertible securities forms part of the
               voting stock of the Borrower on a fully diluted basis, whether
               or not such options, warrants or securities are then presently
               exercisable or convertible);

      22.18    if Robert Little and Ellen Little shall cease to be members of
               the board of directors of the Borrower, or cease to be employed
               by the Borrower in the capacity set out in their respective
               Employment Agreements or if Robert Little and Ellen Little shall
               die or become disabled to an extent rendering them incapable of
               performing their current jobs for the Borrower; or

      22.19    if Robert Little and Ellen Little (or a replacement for one of
               Robert Little or Ellen Little approved pursuant to clause 22.20
               hereof) and their designees or nominees do not constitute a
               majority of the board of directors of the Borrower and the same
               affects the Borrower's ability to meet its obligations hereunder
               (as determined by the Banks in their absolute discretion); or


<PAGE>

      22.20    if either Robert Little or Ellen Little shall cease to be a
               member of the board of directors of the Borrower or shall cease
               to be employed by the Borrower in the capacity set out in their
               respective Employment Agreements or if Robert Little or Ellen
               Little shall die or become disabled to an extent rendering them
               incapable of performing their jobs for the Borrower (each such
               event being a "Termination") and a replacement therefor approved
               by the Banks (such approval not to be unreasonably withheld) is
               not engaged within 3 months of the Termination upon terms
               approved by the Banks (such approval not to be unreasonably
               withheld) (it being specifically agreed by the parties hereto
               that, notwithstanding anything to the contrary contained herein,
               from Termination until the engagement of a replacement approved
               by the Banks, the Banks may, in their absolute discretion permit
               no further borrowings hereunder); or

      22.21    if any person, entity or "group" (within the meaning of Section
               13(d) or 14(d) of the Securities Exchange Act) other than Robert
               Little, Ellen Little and/or William Lischak shall have acquired
               beneficial ownership of any outstanding class of capital stock of
               New OFG which beneficial ownership carries 20% or more of the
               outstanding ordinary voting power of New OFG (including without
               limitation the outstanding voting power in the



<PAGE>

               election of directors of New OFG) whether or not such power
               is exercised;

      22.22    if any circumstances arise which in the Agent's opinion acting
               reasonably and in good faith will materially and adversely affect
               the Borrower's ability to meet its obligations hereunder or the
               security conferred or intended to be conferred on the Agent or
               the Banks hereunder or under any Facility Letter including
               without limitation, any invalidity, breach, repudiation or
               threatened repudiation of any of the Security Agreements or any
               guarantee or letter of credit issued or given under any Facility
               Letter

      then:

      (i)      on the expiry of notice requiring remedy within five Business
               Days (or at any time after such expiry) in the case of any such
               event which is capable of remedy which then remains unremedied
               and in all other cases at once (or at any time thereafter) the
               Banks and the Agent shall be under no further obligation to issue
               any guarantee or letter of credit pursuant to any Facility Letter
               if not then issued or to issue the City National Letter of Credit
               if not then issued and in the case of all Event of Defaults other
               than an Event of Default under clause 22.4 hereof the Agent may
               by notice to the


<PAGE>

               Borrower terminate all Facilities and in the case of an Event
               of Default under clause 22.4 hereof the Facilities shall
               automatically terminate and upon any such termination the Loan
               (and at the Agent's election all other amounts outstanding
               hereunder or any Facility Letter) shall immediately become due
               and repayable to the Agent (for the account of the Banks) (as
               applicable) together with interest accrued to the date of
               actual repayment thereof and an amount equal to the loss of
               profit suffered by the Banks as a result of the termination of
               each Film Facility prior to the Maturity Date (as defined in
               each applicable Facility Letter) and any other charges,
               expenses or amounts outstanding but unpaid hereunder or under
               any Facility Letter, all without any further demand,
               presentment or notice, all of which the Borrower hereby
               expressly waives, notwithstanding anything to the contrary
               contained herein; and

      (ii)     if any guarantee or letter of credit has pursuant to any Facility
               Letter by then been issued or if the City National Letter of
               Credit has by then been issued:-

               (aa)      to the extent payment in full under any such guarantee
                         or letter of credit or the City National Letter of
                         Credit has not been made by the Agent or the Banks it
                         shall remain


<PAGE>

                         valid and payable and the Borrower shall remain
                         liable for all its obligations hereunder and under
                         any Facility Letter irrespective of any action the
                         Agent may take (and it shall be under no obligation
                         to take any action) otherwise to secure repayment of
                         the Loan (if and whenever made) and all other
                         amounts then outstanding hereunder or under any
                         Facility for itself or for the account of the Banks
                         (as applicable); and

               (bb)      the Agent may require the Borrower to make such
                         provision by deposit with the Agent or otherwise as the
                         Agent in its absolute discretion deems adequate against
                         the Agent's or the Banks' contingent liability under
                         any such letter of credit or guarantee or the City
                         National Letter of Credit; and

               (cc)      the Agent may at its option by notice to the Borrower
                         terminate any or all of the Facilities and any part of
                         the Loan then made shall immediately become due and
                         repayable together with interest accrued to the date of
                         actual repayment thereof, an amount equal to the loss
                         of profit suffered by the Agent as a result of any such
                         parts of the Loan being


<PAGE>

                         repaid before the Maturity Date (as defined in the
                         applicable Facility Letters) and any other charges
                         expenses or amounts outstanding but unpaid hereunder
                         or under any Facility Letter; and

      (iii)    if any Event of Default shall have occurred and be continuing
               then the Agent (as agent and trustee for the Banks) and the Banks
               shall be entitled to exercise all of the rights and remedies
               available to a secured party upon default under the California
               Uniform Commercial Code in effect at the time which shall be
               applicable for the purpose of establishing the relative rights of
               the Agent (as agent and trustee of the Banks) and of the Banks
               and of the Borrower, under procedures to be followed in the event
               clause 22 hereof shall become operative, including, but not
               limited to, the right to sell, license or distribute the
               Collateral in respect of which the Security Interests shall have
               been granted or any portion thereof, and, in addition thereto,
               the rights and remedies provided for in this Agreement, in any
               Facility Letter in the Security Agreements or in any other
               Relevant Agreement and such other rights and remedies as may be
               provided by law or in equity.  All rights and remedies existing
               under this Agreement, any Facility Letter, any of the Security
               Agreements or any other Relevant Agreement are cumulative with,
               and not

<PAGE>

               exclusive of, any rights or remedies otherwise available.

23    NOTICES

      23.1     Any notice or other communication required to be given to the
               Agent under this Agreement or any Facility Letter shall be sent
               to the Agent at 440 Strand, London WC2R OQS facsimile number
               0171-753 1059, marked for the attention of R.E.J. Payne Esq., or
               such other address, facsimile number and/or for such other
               attention as may be notified to the parties in accordance with
               this clause and a copy of such notice shall be sent to Richards
               Butler, Beaufort House, 15 St. Botolph Street, London EC3A 7EE
               facsimile number 0171-247 5091 marked for the attention of R.P.S.
               Philipps Esq. and Michael Maxtone-Smith Esq. or such other
               address, facsimile number and/or for such other attention as may
               be notified to the parties in accordance with this clause.

      23.2     Any notice or other communication required to be given to the
               Borrower under this Agreement or any Facility Letter shall be
               sent to the Borrower at 8800 Sunset Boulevard, Los Angeles, CA-
               90069 facsimile number 310 855 0719, marked for the attention of
               W. Lischak Esq. or such other address, facsimile number and/or
               for such other attention as may be notified to the parties in


<PAGE>

               accordance with this clause.

      23.3     Any notice or other communication required to be given to
               Berliner under this Agreement or any Facility Letter shall be
               sent to Berliner at No. 1 Crown Court, Cheapside, London EC2V 6JP
               facsimile number 0171 572 9397 or 0171 572 9399 marked for the
               attention of S. Robbins Esq., or such other address, facsimile
               number and/or for such other attention as may be notified to the
               parties in accordance with this clause.

      23.4     Any notice or other communication to be given or made pursuant to
               this Agreement or any Facility Letter shall in writing and shall
               be sent by personal delivery, be given or made by registered
               first class mail (airmail if overseas) or facsimile transmission
               (with a hard copy by mail) and shall, save as specified below, be
               effective when such personal delivery, first class mail or
               facsimile transmission is actually received.  In the case of
               airmail such notice shall be deemed to be effective 7 Business
               Days after being posted.  If the Agent is unable, after using
               reasonable efforts, to assure itself of the safe arrival of any
               notice given hereunder or under any Facility Letter and it elects
               then to send or resend the same by registered first class prepaid
               post, then such notice shall be deemed to be effective 2 Business
               Days after being posted.


<PAGE>

24    CONFIDENTIALITY

      The Agent shall have the right to insist that its association and the
      association of Berliner with any Film is not disclosed to third parties
      (other than professional advisers) or otherwise made public.  In any
      event, the Borrower shall keep the terms of this Agreement and any
      Facility Letters confidential and shall not, other than as required by
      law, disclose them to third parties (other than its professional advisers)
      without the Agent's prior written consent.  Where disclosure is required
      by law, the Borrower shall where possible, consult with the Agent about
      the disclosure required to be made and shall in any event make only such
      disclosure as is necessitated by the applicable legal requirements.  The
      Banks shall keep confidential all information supplied to them by the
      Borrower and shall not other than as required by law disclose it to third
      parties other than to their professional advisers or (with the prior
      written consent of the Borrower, which consent shall not be unreasonably
      withheld or delayed) to any bank to whom any of them shall wish to sub-
      participate or assign any of its rights hereunder and/or to any such
      bank's professional advisers.

25    FURTHER ASSURANCE

      The Borrower shall at the Borrower's expense furnish the Agent with and
      shall execute acknowledge and deliver and cause to be


<PAGE>

      executed acknowledged and delivered to the Agent any agreements
      documents or instruments (including without limiting the generality of
      the foregoing short form assignments of copyright and of any of the
      Licence Agreements) in such form and substance as shall be approved or
      designated by the Agent which the Agent may from time to time in its
      discretion reasonably require or deem necessary or proper to evidence
      establish protect enforce or secure any of the arrangements or
      transactions made or envisaged by this Agreement or any Facility Letter
      or more fully to put into effect or carry out the purposes provisions
      or intent of this Agreement or any Facility Letter.  Should the
      Borrower within ten (10) Business Days of being requested so to do fail
      to execute acknowledge and deliver any such supplemental documents
      required by the Agent then the Agent shall have the right to execute
      acknowledge and deliver such documents on behalf of and in the name of
      the Borrower.  The Agent is hereby irrevocably appointed the lawful
      attorney of the Borrower for the purposes of this clause such
      appointment constituting a power coupled with an interest.

26    CUMULATIVE RIGHTS

      The rights of the Banks and the Agent under this Agreement and any
      Facility Letter are cumulative and may be exercised as frequently as any
      Bank or the Agent considers necessary and any waiver by any Bank of any
      breach default or non-compliance hereunder or herewith (and whether or not
      the same constitutes an

<PAGE>

      Event of Default) will not be construed as a continuing waiver of the same
      or any other breach default or non-compliance hereunder or herewith.
      Notwithstanding anything to the contrary herein contained any reference
      in this Agreement or any Facility Letter to the termination thereof shall
      in each place in which it occurs be entirely without prejudice to the
      rights of Coutts or Berliner to payment in full of all amounts (of
      whatsoever kind) outstanding or arising hereunder which right shall remain
      enforceable against the Borrower at all times.

27    GOVERNING LAW AND JURISDICTION

27.1  This Agreement and all Facility Letters shall be governed by and construed
      in accordance with English law and the parties hereby submit to the non-
      exclusive jurisdiction of the English Courts and the state and federal
      courts located in Los Angeles, California.

27.2  THE BORROWER IRREVOCABLY WAIVES TRIAL BY JURY AND ANY OBJECTION WHICH IT
      MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUIT, ACTION OR PROCEEDING,
      ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY FACILITY LETTER OR ANY
      SECURITY AGREEMENT OR ANY OTHER RELEVANT AGREEMENT BROUGHT IN THE STATE OF
      CALIFORNIA, COUNTY OF LOS ANGELES AND HEREBY FURTHER IRREVOCABLY WAIVES
      ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF
      CALIFORNIA, COUNTY OF LOS ANGELES HAS BEEN BROUGHT IN AN INCONVENIENT
      FORUM.


<PAGE>

28    SEVERABILITY

      If any of the provisions of this Agreement or any Facility Letter become
      invalid illegal or unenforceable in any respect under any law or for any
      other reason whatsoever, the validity legality and enforceability of the
      remaining provisions hereof or thereof shall not in any way be affected or
      impaired.

29    RELATIONSHIP

      Nothing in this Agreement or in any Facility Letter shall constitute or be
      deemed to constitute a partnership or joint venture between any of the
      Banks and the Borrower and nothing shall create or be deemed to create a
      relationship of principal and agent between any of the Banks and the
      Borrower.  It is hereby acknowledged that any and all provisions of this
      Agreement creating rights and obligations of the Banks to each other are
      of no concern to the Borrower.

30    CONFLICTS WITH FACILITY LETTERS

      In the event of any conflict or inconsistency between this Agreement and
      any Facility Letter or other agreement, the terms of this Agreement shall
      prevail.

AS WITNESS the hands of the duly authorised representatives of the


<PAGE>

parties the day and year first before written.

<PAGE>

Signed by                         )
for and on behalf of              ) /S/ Christopher P. Collins
Coutts & Co.                      )
in the presence of:-              ) /S/ Judith Chan






Signed by                         )
for and on behalf of              ) /S/ Amanda Burgess
Berliner Bank A.G. London         )
Branch in the presence of:-       ) /S/ Christopher P. Collins







Signed by                         )
for and on behalf of              ) /S/ William F. Lischak
Overseas Filmgroup Inc.           )
in the presence of:-              ) /S/ Michael Maxtone-Smith







Signed by                         )
for and on behalf of              ) /S/ William F. Lischak
Entertainment/Media Acquisition   )
Corporation in the presence of:-  ) /S/ Michael Maxtone-Smith