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                                                                  EXHIBIT 10.26

                              RESTATED LOAN OUT AGREEMENT
                              ---------------------------

     THIS LOAN OUT is effective as of March 11, 1996, between Overseas 
Filmgroup, Inc. ("Company"), whose principal place of business is at 8800 
Sunset Boulevard, Los Angeles, California 90069 and BLAH, Inc. ("Lender"), 
whose principal place of business is at 601 North Sweetzer, Unit B, Los 
Angeles, California 90048.

     In consideration of Company's engagement of Lender to provide the 
services of Anita Hope ("Hope") to Company and in consideration of Lender's 
acceptance of such appointment, Lender and Company agree as follows:

     1. TERM OF AGREEMENT. The business relationship between Lender and 
Company shall commence on March 11, 1996, and shall continue until 
termination by either of Company or Lender.

     2. SERVICES. Company hereby engages Lender to cause Hope to render 
services to Company as a Production Executive. Lender shall cause Hope to 
render all services customarily rendered by directors of production 
executives in the motion picture industry, including but not limited to, 
coordination and supervision of all pre-production, production and post 
production activities of any designated production in which the Company has an 
interest and so designates. Lender shall cause Hope to render such services 
on an exclusive basis.

     3. COMPENSATION. In consideration for the services to be performed by 
Hope, Company agrees to pay Lender One Thousand Two Hundred Dollars 
($1,200)--One Thousand Six Hundred Dollars ($1,600) as of March 11, 1997 to 
be paid weekly on Company's regular payday.

     4. NOTICE. Any notice of communication given hereunder by either party 
to the other shall be forwarded to the address given below or such other 
address for which notice has been given:


           To Company:    Overseas Filmgroup, Inc.
                          8800 Sunset Boulevard, Third Floor
                          Los Angeles, California 90069
                          Facsimile: (310) 855-0719
                          Attention: Mr. William Lischak
 
           To Lender:     BLAH, INC.
                          601 North Sweetzer,

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                          Unit B
                          Los Angeles, California 90048
                          Attention: Ms. Anita Hope
                          Facsimile: (213) 655-1320

     5. CONSENT TO JURISDICTION. Both parties consent to the jurisdiction of 
any court, State or federal, in the State of California, provided notice is 
given of the commencement of such action, as provided in paragraph 4.

     6. ASSIGNMENT. This agreement shall be binding upon the parties hereto, 
their respective successors and assigns; provided, however, Lender shall not, 
without prior written approval of Company or its Designee, assign the whole 
or part of its interest in this Agreement; and any unapproved assignment 
shall be void.

     7. ENTIRE AGREEMENT. This Agreement replaces all other contracts, oral 
or written, between the parties hereto and contains all of the agreements and 
understandings between said parties. This is an integrated document.

     8. MODIFICATIONS. This Agreement may be modified or amended only by a 
writing executed by all parties.

     9. GOVERNING LAW. This Agreement will be governed by the laws of the 
State of California.

     This Agreement contains the entire understanding of the parties.

     The signatures of Lender and Company below acknowledge review, 
understanding and full, knowing and voluntary acceptance by Lender and 
Company of the terms and conditions set forth in this Agreement.

     BLAH, INC.

     /s/ ANITA HOPE
     ------------------------
     By: Anita Hope                    Dated: 3/25/97
     Its: President                          -------------


     OVERSEAS FILMGROUP, INC.

     /s/ WILLIAM F. LISCHAK
     ------------------------
     By: William F. Lischak            Dated: 3/25/97
     Its: COO,CFO                            -------------