<PAGE>

                                                                Exhibit 10.7

                                 INDEMNITY AGREEMENT

     This AGREEMENT is made and entered into this 3rd day of September, 1998, 
by and between OVERSEAS FILMGROUP, INC., a Delaware corporation (hereinafter 
called "Overseas"), and Gary Stein (hereinafter called "Indemnitee") 
(sometimes collectively referred to herein as "the Parties hereto").

     WHEREAS, there is a general awareness that competent and experienced 
persons are becoming more reluctant to serve as directors and officers of a 
corporation unless they are protected by comprehensive insurance or 
indemnification, especially since stockholder class and derivative lawsuits 
against publicly held corporations, their directors and officers for 
line-of-duty decisions and actions have increased in number in recent years 
for damages in amounts which are greatly in excess of the amount of 
compensation received by the directors or officers from the corporations, and 

     WHEREAS, the vagaries of "public policy" and the interpretations of 
ambiguous statutes, regulations and bylaws are too uncertain to provide 
corporate officers and directors with adequate, reliable knowledge of legal 
risks to which they may be exposed, with these indeterminables multiplied 
substantially for officers and directors of corporations such as Overseas 
with operations in many of the states in the United States and many foreign 
jurisdictions, and 

     WHEREAS, damages sought by class action plaintiffs in some cases amount 
to tens of millions of dollars and, whether or not the case is meritorious, 
the cost of defending them is enormous with few individual directors and 
officers having the resources to sustain such legal costs, not to mention the 
risk of a judgment running into millions even in cases where the defendant 
was neither culpable nor profited personally to the detriment of the 
corporation, and 

     WHEREAS, the issues in controversy in such litigation are usually 
related to the knowledge, motives and intent of the director or officer and 
such person may be the only witness with first-hand knowledge of the 
essential facts or of exculpating circumstances, who is qualified to testify 
in such person's defense regarding matters of such subjective nature, and the 
long period of time which normally and usually elapses before such suits can 
be disposed of can extend beyond the normal time for retirement for a 
director or officer with the result that such person, after retirement, or in 
the event of such person's death, such person's spouse, heirs, executors or 
administrators, as the case may be, may be faced with limited ability, undue 
hardship and an intolerable burden in launching and maintaining a proper and 
adequate defense of such director or officer or such person's estate against 
claims for damages, and 

     WHEREAS, the Board of Directors, based upon their experience as business 
managers, have concluded that unless Overseas enters into indemnification 
agreements with its directors and officers, the continuation of present 
trends in litigation against corporate directors and officers will inevitably 
result in less effective direction and supervision of Overseas and its 
subsidiaries and affiliates, their business affairs and the operation of 
their facilities and the Board deems such consequences to be so detrimental 
to the best interests of Overseas' shareholders that it has concluded that 
its directors and officers should be provided with maximum protection against 
inordinate risks in order to insure that the most capable persons otherwise 
available will be attracted to such positions; therefore, said directors have 
further concluded that it is not only reasonable and prudent but necessary 
for Overseas to contractually obligate itself to indemnify in a reasonable 
and adequate manner its directors and officers and the directors and officers 
of its affiliates and to assume for itself maximum liability for expenses and 
damages in connection with 

                                      -1-
<PAGE>

claims lodged against them for their line-of-duty decisions and actions, and 

     WHEREAS, Section 145 of the General Corporation Law of the State of 
Delaware, under which Overseas is organized, empowers corporations to 
indemnify persons serving as a director, officer, employee or agent of the 
corporation or a person who serves at the request of the corporation as a 
director, officer, employee or agent of another corporation, partnership, 
joint venture, trust or other enterprise, and further specifies that the 
indemnification set forth in said section "shall not be deemed exclusive to 
any other rights to which those seeking indemnification may be entitled under 
any bylaw, agreement, vote of stockholders or disinterested directors or 
otherwise", and said section further empowers a corporation to "purchase and 
maintain insurance" (on behalf of such persons) "against any liability 
asserted against him or incurred by him in any such capacity or arising out 
of status as such whether or not the corporation would have the power to 
indemnify him against such liability under the provisions of" (said laws), 
and 

     WHEREAS, Overseas initiated an investigation to determine the type of 
insurance available, the nature and extent of the coverage provided and the 
cost thereof to Overseas to insure the directors and officers of Overseas and 
of its affiliates against expenses (including attorneys' fees), judgments, 
fines and amounts paid in settlement actually and reasonably incurred by such 
persons in connection with any action, suit or proceeding with which any such 
director or officer is threatened or made a party by reason of such status 
and/or such person's line-of-duty decisions or actions, and, upon receiving 
such information, the directors of Overseas have determined that the coverage 
available is inadequate for Overseas and its directors, officers and agents 
and that its shareholders' best interests would be served by Overseas 
contracting to indemnify such persons and to thereby effectively self-insure 
against such potential liabilities not covered by insurance, and 

     WHEREAS, Overseas desires to have Indemnitee serve or continue to serve 
as a director and/or officer of Overseas and/or of any other corporation, 
partnership, joint venture, trust or other enterprise of which he has been or 
is serving at the request of, for the convenience of, or to represent the 
interests of Overseas (any such enterprise being hereinafter referred to as 
an "Affiliate of Overseas") free from undue concern for unpredictable, 
inappropriate or unreasonable claims for damages by reason of his being a 
director, officer, employee and/or agent of Overseas or of an Affiliate of 
Overseas or by reason of his decisions or actions on their behalf and 
Indemnitee desires to serve or to continue to serve (provided that he is 
furnished the indemnity provided for hereinafter), in one or more of such 
capacities, NOW, THEREFORE, 

                                 WITNESSETH

     THAT for and in consideration of the premises and the covenants contained
herein, Overseas and Indemnitee do hereby covenant and agree as follows: 

     1.   DEFINITIONS.

     "Litigation Costs" means all reasonable costs, charges, expenses, including
attorneys', accountants' and expert witnesses' fees, and obligations paid or
incurred in connection with investigating, defending (including affirmative
defenses and counterclaims), obtaining or attempting to obtain a settlement,
being a witness in, or participating in or preparing to defend, be a witness in,
or participate in, any Proceeding and any appeal therefrom and the cost of
appeal, attachment and similar bonds.


                                      -2-
<PAGE>

     "Losses" means the total amount which Indemnitee becomes legally 
obligated to pay in connection with any Proceeding including, without 
limitation, Litigation Costs, judgments, fines and amounts paid in settlement 
(including all interest, assessments and other charges paid or payable in 
connection with or in respect of such Litigation Costs, judgments, fines and 
amounts paid in settlement) of or with respect to that Proceeding.

     "Proceeding" means any threatened, pending or completed action, suit or 
proceeding (including, without limitation, securities laws actions, suits, 
and proceedings), or any inquiry or investigation, formal or informal, 
(including discovery), whether conducted by Overseas or any other party, that 
Indemnitee in good faith believes might lead to the institution of any 
action, suit, or proceeding, whether civil, criminal, administrative, 
investigative, or other.

     2.   AGREEMENT TO SERVICE.

          Indemnitee will serve and/or continue to serve, at the will of 
Overseas or its stockholders or under separate contract, if such exists, 
Overseas or an Affiliate of Overseas as a director, officer, employee and/or 
agent faithfully so long as he is duly elected and qualified in accordance 
with the provisions of the bylaws thereof or until such time as he tenders 
his resignation in writing or is removed in accordance with applicable law 
(subject to the terms of any separate contract, if such exists).

     3.   INDEMNIFICATION.  Overseas shall indemnify Indemnitee: 

          (a)  If Indemnitee is a person who was or is a party, or witness 
in, or is threatened to be made a party to, or witness in, or otherwise 
becomes involved in, any Proceeding (other than an action by or in the right 
of Overseas or an Affiliate of Overseas) by reason of (or arising in part out 
of) the fact that he is or was a director, officer, employee or agent of 
Overseas or is or was serving at the request of Overseas as a director, 
officer, employee or agent of an Affiliate of Overseas, or by reason of 
anything done or not done by him in any such capacity, against Losses 
actually incurred by him in connection with such Proceeding if he acted in 
good faith and in a manner he reasonably believed to be in or not opposed to 
the best interests of the corporation and, with respect to any criminal 
action or proceeding, had no reasonable cause to believe that his conduct was 
unlawful, or 

          (b)  If Indemnitee is a person who was or is a party, or witness 
in, or is threatened to be made a party to, or witness in or otherwise 
becomes involved in, any Proceeding by or in the right of Overseas or an 
Affiliate of Overseas to procure a judgment in its favor by reason of (or 
arising in part out of) the fact that he is or was a director, officer, 
employee or agent of Overseas or is or was serving at the request of Overseas 
as a director, officer, employee or agent of an Affiliate of Overseas, or by 
reason of anything done or not done by his in any such capacity, against 
Litigation Costs actually incurred by him in connection with such Proceeding 
if he acted in good faith and in a manner he reasonably believed to be in or 
not opposed to the best interests of Overseas and except that no 
indemnification under this subsection shall be made in respect of any claim, 
issue or matter as to which such person shall have been adjudged to be liable 
to Overseas unless and only to the extent that the Court of Chancery or the 
court in which such action or suit was brought shall determine upon 
application that, despite the adjudication of liability but in view of all 
the relevant circumstances of the case, such person is fairly and reasonably 
entitled to indemnity for such expenses which the Court of Chancery or such 
other court shall deem proper, and 


                                      -3-
<PAGE>

          (c)  The protections afforded Indemnitee by this Agreement shall 
continue after Indemnitee ceases as a director, officer, employee or agent of 
Overseas or an Affiliate of Overseas, and shall inure to the benefit of the 
heirs, executors and administrators of such Indemnitee, except that no 
indemnification shall be due under the provisions of this subsection to the 
extent a court of competent jurisdiction shall have found in such Proceeding 
that Indemnitee defrauded or stole from Overseas or an Affiliate of Overseas 
or converted to his own personal use and benefit business or properties of 
Overseas or an Affiliate of Overseas or was guilty of gross negligence or 
willful misconduct of a culpable nature to Overseas or an Affiliate of 
Overseas, and

          (d)  To the extent Indemnitee has been successful on the merits or 
otherwise in defense of any Proceedings referred to in subsections (a), (b) 
or (c) of this Section 3, or in the defense of any claim, issue or matter 
described therein, Indemnitee shall be indemnified against Litigation Costs 
actually incurred by him in connection with the investigation, defense or 
appeal of such action, suit or proceeding.  If Indemnitee is not wholly 
successful in such Proceedings, but is successful on the merits or otherwise 
as to one or more, but less than all, claims, issues or matters in such 
Proceedings, Overseas shall indemnify Indemnitee against all Losses actually 
incurred by Indemnitee or on his behalf in connection with the successfully 
resolved claim, issue or matter.  

          For purposes of this Section 3 and without limitation, the 
termination of any Proceedings by judgment order, settlement, conviction or 
upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself create 
a presumption (1) that Indemnitee did not act in good faith and in a manner 
which he reasonably believed to be in or not opposed to the best interests of 
Overseas, or (2) with respect to any criminal action or proceeding, that 
Indemnitee had reasonable cause to believe that his conduct was criminal. 

     4.   OVERSEAS' ASSUMPTION OF DEFENSE.

          To the extent that it may wish, Overseas jointly with any other
indemnifying party similarly notified will be entitled to promptly assume the
defense of any such Proceeding, with counsel satisfactory to Indemnitee.  After
notice from Overseas to Indemnitee of its election so to assume the defense
thereof, Overseas will not be liable to the Indemnitee under this Agreement for
any Litigation Costs subsequently incurred by Indemnitee in connection with the
defense thereof other than reasonable costs of investigation or as otherwise
provided below.  Indemnitee shall have the right to employ personal counsel in
such Proceeding, but the fees and expenses of such counsel incurred after notice
from Overseas of its assumption of the defense thereof shall be at the expense
of Indemnitee, unless (i) the employment of counsel by Indemnitee has been
authorized by Overseas, (ii) Indemnitee shall have reasonably concluded that
there may be a conflict of interest between Overseas and/or any Affiliate of
Overseas and Indemnitee in the conduct of the defense of such action, or (iii)
Overseas shall not in fact have promptly employed counsel to assume the defense
of such action, in each of which cases the fees and expenses of counsel shall be
at the expense of Overseas.  Overseas shall not be entitled to assume the
defense of any Proceeding brought by or on behalf of Overseas or an Affiliate of
Overseas or as to which Indemnitee shall have made the conclusion provided for
in (ii) above. 

     5.   ASSUMPTION OF LIABILITY BY OVERSEAS.  Subject to the other terms and
provisions hereof (including applicable limitations relating to actions by or in
the right of Overseas or Affiliates of Overseas), if Indemnitee is deceased and
is entitled to indemnification under any provision of this Agreement, Overseas
shall indemnify Indemnitee's estate and his spouse, heirs, 


                                      -4-
<PAGE>

administrators and executors against, and Overseas shall, and does hereby 
agree, to assume any and all Losses incurred by or for Indemnitee or his 
estate in connection with the investigation, defense, settlement or appeal of 
any such Proceeding.  Further, when requested in writing by the spouse of 
Indemnitee and/or the heirs, executors or administrators of Indemnitee's 
estate, Overseas shall provide appropriate evidence of Overseas' Agreement 
set out herein, to indemnify Indemnitee against and to itself assume such 
Losses. 

     6.   NOTICE OF PROCEEDING.  Promptly after receipt by Indemnitee of notice
of the commencement of any Proceeding but in no event later than twenty days
after receipt by Indemnitee of such notice, Indemnitee will, if a claim in
respect thereof is to be made against Overseas under this Agreement, notify
Overseas of the commencement thereof; provided, however, that any failure by
Indemnitee to so notify Overseas shall not relieve Overseas from its obligations
hereunder unless Overseas shall have been materially prejudiced by the failure
of Indemnitee to notify Overseas and then only to the extent of such material
prejudice. 

     7.   REQUEST FOR INDEMNIFICATION.  To obtain indemnification under this
Agreement, Indemnitee shall submit to Overseas a written request, including
therein or therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to
what extent Indemnitee is entitled to indemnification. 







                                      -5-
<PAGE>


     8.   DETERMINATION OF RIGHT TO INDEMNIFICATION.  Anything contained
elsewhere herein to the contrary notwithstanding, the determination as to
whether or not Indemnitee has met the standard of conduct required to qualify
and entitle him partially or fully, to indemnification under the provisions of
any subparagraph of Paragraph 3 hereof may be made either (1) by the Board of
Directors by a majority vote of directors who were not parties to such
Proceeding even though less than a quorum, (2) or if there are no such directors
or if such directors so direct, by independent legal counsel (selected and
retained by Overseas in the manner hereinafter set forth) in a written opinion,
or (3) by the stockholders of Overseas provided that the manner in which (and if
applicable, the counsel by which) the right to indemnification is to be
determined shall be approved in advance in writing by both the Board of
Directors of Overseas and by Indemnitee.  In the event that such parties are
unable to agree on the manner in which the determination of the right to
indemnity is to be made, such determination may be made by independent legal
counsel selected and retained by Overseas especially for such purpose, provided
that such counsel be approved in advance in writing by both the Board of
Directors and Indemnitee and provided further, that such counsel shall not be
outside counsel regularly employed by Overseas.  In the event that the Parties
hereto are unable to agree on the selection of such outside counsel, such
outside counsel shall be selected by lot by the outside counsel regularly
employed by Overseas from among the Los Angeles, California law firms having
more than twenty (20) attorneys and having a rating of "av" or better in the
then current Martindale-Hubbell Law Directory.  Such selection by lot shall be
made in the presence of Indemnitee (and his legal counsel or either of them, as
Indemnitee may elect).  The outside counsel regularly employed by Overseas and
Indemnitee (and his legal counsel or either of them as Indemnitee may elect)
shall contact, in the order of teir selection by lot, such law firms, requesting
each such firm to accept engagement to make the determination required hereunder
until one of such firms accepts such engagement.  The fees and expenses of
counsel in connection with making said determination contemplated hereunder
shall be paid by Overseas, and, if requested by such counsel, Overseas shall
give such counsel an appropriate written agreement with respect to the payment
of their fees and expenses and such other matters as may be reasonably requested
by counsel.  Nothing contained in this Agreement shall require any determination
under this Section 8 to be made by the Board of Directors, independent legal
counsel or the stockholders prior to the disposition or conclusion of the
Proceeding against the Indemnitee; provided, however, that Advancements shall
continue to be made by Overseas pursuant to and to the extent required by
Section 10 hereunder.  Notwithstanding the foregoing, Indemnitee may, either
before or within two (2) years after a determination has been made as provided
above, petition the Court of Chancery of the State of Delaware or any other
court of competent jurisdiction to determine whether Indemnitee is entitled to
indemnification under the provisions hereof under which he claims the right to
indemnification, and such court shall thereupon have the exclusive authority to
make such determination, unless and until such court dismisses or otherwise
terminates such action without having made such determination.  The
determination of the court, as petitioned, as to whether Indemnitee is entitled
to indemnification hereunder, shall be independent and irrespective of any prior
determination made by the Board of Directors, the stockholders or counsel.  If
the Court shall determine that Indemnitee is entitled to indemnification
hereunder as to any claim, issue or matter involved in any Proceeding with
respect to which there has been no prior determination pursuant hereto or with
respect to which there has been a prior determination pursuant heeto that
Indemnitee was not entitled to indemnification hereunder, Overseas shall pay all
expenses (including attorneys' fees) actually incurred by Indemnitee in
connection with such judicial determination.  If the person (including the Board
of Directors, independent legal counsel in a written opinion, the stockholders,
or a court) making the determination hereunder shall determine that Indemnitee
is entitled to indemnification as to some claims, issues or matters involved in
the Proceeding but not as to others, such person shall reasonably prorate the
Losses with respect to which indemnification is sought by Indemnitee among such
claims, issues or matters.  If, and to 


                                      -6-
<PAGE>

the extent it is finally determined by the Court that Indemnitee is not 
entitled to indemnification, then Indemnitee agrees to reimburse (the 
"Indemnitee Reimbursement Obligation"), without interest, Overseas (which 
agreement shall be an unsecured obligation of Indemnitee) for all expenses 
advanced or prepaid pursuant to Section 10 hereof, or the proper proportion 
thereof, other than the expenses of obtaining the judicial determination 
referred to above.  Anything contained elsewhere herein to the contrary 
notwithstanding, Overseas shall not be liable to indemnify Indemnitee under 
this Agreement for any amounts paid in settlement of any Proceeding or claim 
effected without its written consent.  Overseas shall not settle any 
Proceeding or claim in any manner which would impose any penalty or 
limitation on Indemnitee without Indemnitee's written consent.  Neither 
Overseas nor Indemnitee will unreasonably withhold their consent to any 
proposed settlement. 

     9.   LIMITATION OF ACTIONS AND RELEASE OF CLAIMS.  No legal action shall 
be brought and no cause of action shall be asserted by or on behalf of 
Overseas or any Affiliate of Overseas against Indemnitee, his spouse, heirs, 
executors or administrators after the expiration of two (2) years from the 
date Indemnitee ceases (for any reason) to serve in any one or more of the 
capacities covered by this Agreement, and any claim or cause of action of 
Overseas or any Affiliate of Overseas shall be extinguished and deemed 
released unless asserted by filing of a legal action within such two (2) year 
period; provided, however, that nothing in this Section 9 shall be deemed to 
limit or prevent any legal action (or to release any claim) based on fraud or 
criminal misconduct of Indemnitee which is not discovered by Overseas or the 
applicable Affiliate of Overseas until after the expiration of such two (2) 
year period.

     10.  ADVANCEMENT OF LITIGATION COSTS.  If so requested in writing by 
Indemnitee, Overseas shall pay any and all Litigation Costs incurred by 
Indemnitee (or, if applicable, reimburse Indemnitee for any and all 
Litigation Costs incurred by Indemnitee and previously paid by Indemnitee) 
and/or shall, subject to the other terms and provisions hereof (including 
applicable limitations relating to actions by or in the right of Overseas or 
Affiliates of Overseas), pay any judgments, fines or amounts paid in 
settlement (or, if applicable, reimburse Indemnitee for any such sums 
previously paid by Indemnitee) in each case promptly, but in any event within 
10 days, after such request (an "Advancement").  Overseas shall be obligated 
to make or pay an Advancement in advance of the final disposition or 
conclusion of any Proceeding. Any request for an Advancement under this 
Agreement shall reasonably evidence the Litigation Costs incurred by 
Indemnitee.  In connection with any request for an Advancement, if requested 
by Overseas, Indemnitee or Indemnitee's counsel shall submit an affidavit 
stating that the Litigation Costs incurred were reasonable, and Indemnitee 
shall submit at such time a signed undertaking reflecting the terms of the 
Indemnitee Reimbursement Obligation set forth in Section 8 hereof (i.e., that 
Indemnitee shall repay such Advancement, without interest, if, and to the 
extent it is finally determined by the Court that Indemnitee is not entitled 
to indemnification).  Any dispute as to the reasonableness of any Litigation 
Costs shall not delay an Advancement by Overseas, and Overseas agrees that 
any such dispute shall be resolved only upon the disposition or conclusion of 
the underlying Proceeding against the Indemnitee.  If Indemnitee has 
petitioned the Court of Chancery of the State of Delaware or any other court 
of competent jurisdiction pursuant to Section 8 hereof to secure a 
determination that Indemnitee should be indemnified under applicable law, any 
determination made by the Board of Directors, independent legal counsel or 
the stockholders tht Indemnitee would not be permitted to be indemnified 
under the applicable law shall not be binding and Indemnitee shall not be 
required to reimburse Overseas for any Advancements, and Overseas shall be 
obligated to continue to make Advancements, until a final judicial 
determination is made with respect thereto (as to which all rights of appeal 
therefrom have been exhausted or have lapsed).


                                      -7-
<PAGE>


     11.  OTHER RIGHTS AND REMEDIES.  The indemnification and advance payment 
of expenses as provided by any provision of this Agreement shall not be 
deemed exclusive of any other rights to which Indemnitee may be entitled 
under any provision of law, the Certificate of Incorporation, any Bylaw, this 
or other agreement, vote of stockholders or disinterested directors or 
otherwise, both as to action in his official capacity and as to action in 
another capacity while occupying any of the positions or having any of the 
relationships referred to in Section 3 of this Agreement, and shall continue 
after Indemnitee has ceased to occupy such position, or have such 
relationship and shall inure to the benefit of the heirs, executors and 
administrators of Indemnitee.

     12.  SEVERABILITY.  If any provision or provisions of this Agreement 
shall be held to be invalid, illegal or unenforceable for any reason 
whatsoever (i) the validity, legality and enforceability of the remaining 
provisions of this Agreement (including, without limitation, all portions of 
any paragraphs of this Agreement containing any such provision held to be 
invalid, illegal or unenforceable, that are not themselves invalid, illegal 
or unenforceable) shall not in any way be affected or impaired thereby, and 
(ii) to the fullest extent possible, the provisions of this Agreement 
(including, without limitation, all portions of any paragraph of this 
Agreement containing any such provision held to be invalid, illegal or 
unenforceable, that are not themselves invalid, illegal or unenforceable) 
shall be construed so as to give effect to the intent manifested by the 
provision held invalid, illegal or unenforceable. 

     13.  PRIOR AGREEMENTS.  This Agreement shall be of no force and effect 
with regard to the cost of settlement borne or paid by Indemnitee under the 
provisions of any agreement executed by Overseas and/or Indemnitee prior to 
the date hereof. 

     14.  IDENTICAL COUNTERPARTS.  This Agreement may be executed in one or 
more counterparts, each of which shall for all purposes be deemed to be an 
original and all of which shall constitute the same instrument, but only one 
of which need be produced. 

     15.  HEADINGS.  The headings of the paragraphs of this Agreement are 
inserted for convenience only and shall not be deemed to constitute part of 
this Agreement or to affect the construction thereof. 

     16.  USE OF CERTAIN TERMS.  As used in this Agreement, the words 
"herein", "hereto" and "hereunder", and other words of similar import refer 
to this Agreement as a whole and not to any particular paragraph, 
subparagraph or other subdivision.  When the context so requires in this 
Agreement, the masculine gender includes the feminine and/or neuter.

     17.  MODIFICATION AND WAIVER.  No supplement, modification or amendment 
of this Agreement shall be binding unless executed in writing by both of the 
parties hereto.  No waiver of any of the provisions of this Agreement shall 
be deemed or shall constitute a waiver of any other provisions hereof 
(whether or not similar) nor shall such waiver constitute a continuing 
waiver.  Any repeal or modification of the relevant provisions of the 
Delaware General Corporation Law in effect as of the date of execution of 
this Indemnity Agreement shall not affect any right or obligation then 
existing with respect to any state of facts then or previously existing or 
any action, suit or proceeding previously or thereafter brought or threatened 
based in part or in whole on such state of facts. 

     18.  NOTICE TO OVERSEAS BY INDEMNITEE.  Indemnitee agrees to promptly 
notify 


                                      -8-
<PAGE>

Overseas in writing upon being served with any citation, complaint, 
indictment or other document covered hereunder, either civil or criminal.

     19.  NOTICES.  All notices, requests, demands and other communication 
hereunder shall be in writing and shall be deemed to have been duly given if 
(i) delivered by hand and receipted for by the party to whom said notice or 
other communication shall have been directed, or (ii) mailed by certified or 
registered mail with postage prepaid on the third business day after the date 
on which it is so mailed. 

          (a)  If to Indemnitee, at the address indicated on the signature page
               hereof; 

          (b)  If to Overseas to: 

               8800 Sunset Boulevard, Suite 302
               Los Angeles, California 90069
               Attention:  Corporate Secretary

or to such other address as may have been furnished to Indemnitee by Overseas.

     20.  GOVERNING LAW.  The Parties hereto agree that this Agreement shall 
be construed and enforced in accordance with and governed by the laws of the 
State of Delaware.  Nothing in this Agreement is intended to eliminate the 
requirement that Indemnitee satisfy the applicable standards of conduct for 
indemnification required by Delaware law.

     21.  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon 
Overseas and its successors and assigns and shall inure to the benefit of 
Indemnitee and his spouse, heirs, executors and administrators.


                                      -9-
<PAGE>


     ENTERED into on the day and year first above written.

ATTEST:                                      OVERSEAS FILMGROUP, INC.



BY: /s/ William F. Lischak                BY: /s/ Ellen Dinerman Little
   ------------------------                  ------------------------------
   William F. Lischak                        Name: Ellen Dinerman Little
                                             Title: President


                                             Indemnitee


                                            /s/ Gary Stein 
                                            -------------------------------
                                             Name:  Gary Stein 
                                             Address: 900 19th Avenue South
                                                      Unit 411
                                                      Nashville Tennessee 37212





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