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                                                                 EXHIBIT 10.31

                                    LOAN AGREEMENT

     This Loan Agreement (the "Loan Agreement") is entered into as of February
15, 1998, among Ellen Dinerman Little and Robert B. Little (collectively
"Lender") and Overseas Filmgroup, Inc. ("Borrower") in connection with that
certain motion picture entitled "MRS. DALLOWAY" ("the Picture").

     WHEREAS, the Borrower has entered that certain Distribution/Collection 
Agreement (the "Distribution/Collection Agreement") among Borrower, Elphich 
Limited, Newmarket Capital Group, L.P. ("Newmarket"), European Co-Production 
Fund Limited, British Screen Rights Limited, Film Finances, Inc.,  
Bergen and the British Broadcasting Corporation in connection with the 
Picture.

     WHEREAS, pursuant to the terms of the Distribution/Collection Agreement,
Borrower has been granted certain distribution rights in and to the Picture
including but not limited to the right to distribute and exploit the Picture in
the United States, its territories, possessions and commonwealths (the "Domestic
Territory");

     WHEREAS, the Borrower and Newmarket have entered into that certain 
Co-Investment Agreement dated September 12, 1997 with effect from September 
6, 1996 (the "Co-Investment Agreement") in connection with the Picture 
wherein Borrower shall be entitled to recoup all distribution fees payable to 
Borrower, all expenses incurred by Borrower in connection with Borrower's 
distribution and exploitation of the Picture in the Domestic Territory and 
all amounts advanced by Borrower in connection with that certain motion 
picture entitled "DIFFERENT FOR GIRLS";

     WHEREAS, pursuant to the terms of the restated and amended Syndication
Agreement (the "Syndication Agreement") dated as of October 31, 1996, between
Borrower and Coutts & Co. and Berliner (the "Banks"), Borrower has entered into
that certain Facility Agreement (the "Facility") dated as of September 16, 1997,
wherein the Banks have loaned $925,000 to Borrower in connection with the motion
picture entitled "DIFFERENT FOR GIRLS" (the "Bank Loan") pursuant to which the
Banks have certain repayment entitlements in connection with "DIFFERENT FOR
GIRLS" and the Picture;

     WHEREAS, pursuant to the Facility, Borrower has assigned its right to
receive revenues derived from the exploitation of the Picture in the Domestic
Territory and "DIFFERENT FOR GIRLS" to the Banks in payment of the Bank Loan;

     WHEREAS, Lender has loaned Borrower the sum of $400,000 which amount was
loaned in two installments of $200,000 each, the first of which was paid to
Borrower on December 12, 1997 (the "First Installment") and the second of which
was paid to Borrower on February 15, 1998 (the "Second Installment"), for the
purpose of funding P&A costs in connection with the


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domestic theatrical release of the Picture.  The First Installment and the
Second Installment shall be collectively referred to herein as the "Loan".

     WHEREAS, the Loan is repayable with interest thereon at the rate of 9% per
annum;

     NOW THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged and notwithstanding anything to the contrary set forth in
the Co-Investment Agreement, the Syndication Agreement and the Facility, the
parties hereto agree as follows;

1.   REPAYMENT OF LOAN:  Subject always to the entitlements of the Banks and 
Newmarket, Borrower hereby assigns to Lender all of Borrower's entitlements 
to revenues derived from the Picture and "DIFFERENT FOR GIRLS" until such 
time as the Loan has been repaid to Lender with interest thereon. 
Additionally in the event the foregoing revenues are insufficient to repay 
the Loan, until such time as the Loan has been repaid by Borrower with 
interest thereon, Borrower hereby assigns to Lender Borrower's entitlements 
to additional revenues payable to Borrower subject to the requirements of 
Borrower's senior lenders.

2.   PRIORITY OF SECURITY INTERESTS:  The parties hereto agree that the priority
of security interests shall be as set forth in that certain Inter-Creditor
Agreement of even date herewith, by and among, Lender, Borrower, Coutts & Co.
and Berliner Bank A.G. London and Newmarket Capital Group, L.P.

3.   NO WAIVER:  No waiver by any of the parties hereto of any breach hereof by
the other parties hereto in any one instance shall be deemed a waiver of any
prior or subsequent breach of the same or any other provision hereof.

4.   GOVERNING LAW; JURISDICTION:  All questions with respect to the
construction of this Agreement and the rights and liabilities of the parties
hereto shall be governed by the laws of the State of California applicable to
agreements entered into and wholly to be performed in California.  The parties
hereby consent and submit to the jurisdiction of the federal and state courts
located in the State of California in any action brought to enforce or otherwise
relating to this Agreement; and they agree that such courts shall be the
exclusive forum with respect to any such action.

5.   COUNTERPARTS; FACSIMILES:  This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.  The parties hereto acknowledge and
agree that facsimile copies hereof shall be treated as originals, fully binding
and with full legal force and effect, and hereby waive any rights they may have
to object to said treatment.


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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
this date first above written.


/s/ ELLEN DINERMAN LITTLE
----------------------------
ELLEN DINERMAN LITTLE

/s/ ROBERT B. LITTLE
----------------------------
ROBERT B. LITTLE

OVERSEAS FILMGROUP, INC.


By: /s/ WILLIAM F. LISCHAK
   -------------------------
Its: COO/CFO
    ------------------------