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                                                                  EXHIBIT 10.24


                                                                  April 14, 1998


From: Coutts & Co.
      440 Strand
      London WC2R OQS

      Berliner Bank A.G. London Branch
      No. 1 Crown Court
      Cheapside
      London EC2V 6JP


To:   Overseas Filmgroup, Inc.
      8800 Sunset Boulevard
      Los Angeles, California 90069


Re:  Restated and Amended Syndication Agreement dated as of October 31, 1996 
     (the "Syndication Agreement") among Coutts & Co. ("Coutts"), Berliner Bank 
     A.G. London Branch ("Berliner") (Coutts and Berliner collectively referred
     to herein as the "Banks"), Overseas Filmgroup, Inc. and Entertainment/Media
     Acquisition Corporation (the "Company") as amended and extended.

Dear Sirs:

This letter (the "Amendment") constitutes an amendment to the Syndication 
Agreement on the terms set forth below. Capitalized terms used but not 
defined herein shall have the meaning set forth in the Syndication Agreement.

1. EXTENSION: Subject to the Company's continued compliance with the terms of 
the Syndication Agreement, the Company's compliance with the additional 
financial information requirements (the "Additional Financial Information 
Requirements") as provided in paragraph 4 below, the additional financial 
obligations (the "Additional Financial Obligations") as provided in paragraph 
5 below, Ellen and Robert Little (the "Littles"), co-Chairmen and co-CEO's of 
the Company, providing a guarantee as more fully described in paragraph 7 
below, and agreement of the Littles to defer payment under the Merger Note as 
more fully described in paragraph 8 below, we hereby agree that all 
references to 9th May (and such later dates as

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Overseas Filmgroup, Inc.
April 15, 1998
Page 2


provided by earlier amendment) in clauses 2.8 and 17 of the Syndication 
Agreement shall be deemed to be references to April 9, 1999.

2. BORROWING LIMITS: Effective as of April 9, 1998 subject 
to Robert Little and Ellen Little's execution of guarantees in a form 
acceptable to the Banks pursuant to paragraph 7 below, the borrowing limit 
under the Operating Facility shall be increased as and when needed to a 
maximum of US$7,234,000 ($50,000 of such amount being available to pay a fee 
to the Banks in exchange for their agreement to extend further borrowing 
under this Amendment); provided always that the increases and decreases shall 
be substantially in line with the projected cash flow schedule provided to 
Coutts during its most recent review of the Company for the period April 1998 
through October 1999 (the "Cash Flow Schedule"). Further the Company 
acknowledges that under the Syndication Agreement, Coutts and Berliner have 
absolute discretion with respect to the approval of each new Film Facility.
With effect from the date hereof, the Film Facilities are no longer a 
revolving credit line and sums repaid may not be reborrowed. We confirm that 
as at today's date the maximum amount available as Film Facilities is 
$17,863,716.

3. EXTENSION OF INDIVIDUAL FILM FACILITIES: With respect to the following 
Film Facilities, notwithstanding the maturity date set forth in each of the 
Film Facilities, Coutts and Berliner agree to waive such maturity dates and 
agree that the maturity date for each individual Film Facility named herein 
shall be the last day of the month reflected in the Cash Flow Schedule in 
which the individual Film Facility is projected to be fully repaid: (i) 
"INFINITY", (ii) "ONE GOOD TURN", (iii) "BODY OF A WOMAN", (iv) "THIS IS THE 
SEA", (v) "ROAD TO RUIN" a/k/a "DRIVE", (vi) "COUNTDOWN", (vii) "JOHNS", 
(viii) "DESIGNATED MOURNER", (ix) "KEEP THE ASPIDISTRA FLYING", (x) 
"A BROTHER'S KISS", (xi) "SLAVES TO THE UNDERGROUND", (xii) "LIFEBREATH", 
(iix) "STAND-INS", (ix) "ALIVE AND KICKING", (x) "GOD MONEY", (xi) "FIRST TO 
GO" and (xii) "DIFFERENT FOR GIRLS". The maturity dates for those Film 
Facilities not projected to be fully repaid during the term of the Cash Flow 
Schedule shall be subject to review in October 1999.

4. ADDITIONAL FINANCIAL INFORMATION: Paragraph 10 of the Syndication 
Agreement shall be amended to include an obligation of the Company to provide 
the following financial information on a monthly basis: (i) Doubtful Debt 
Report, (ii) Receivable Due Date Report, (iii) New Sales Report, (iv) Sales 
Exception Report, (v) Actual vs. Budget Operating Expense Report, (vi) 
Existing Films Distribution Expense Variance Report, and (vii) the additional 
information required pursuant to the letter from Coutts dated 6 August 1997. 
The information to be included in such reports identified here shall be in 
accordance with discussions held during the last review conducted by Coutts, 
such discussions to be confirmed by Coutts and Berliner in writing as soon as 
practicable after execution hereof.

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Overseas Filmgroup, Inc.
April 15, 1998
Page 3


5. ADDITIONAL FINANCIAL OBLIGATIONS: Paragraph 11 of the Syndication 
Agreement shall be amended to include an obligation of the Company to seek 
written approval of Coutts, as agent, prior to entering into any new 
acquisitions or commitments, which approval shall specifically provide the 
amount the Company may expend in connection with such acquisition as well as 
the amount of distribution expenses and/or print and advertising costs 
expected to be incurred in connection with the distribution of such picture 
proposed to be acquired. Additionally, the Company hereby reaffirms and 
undertakes the following obligations: 

     (a) The Company is reminded that clause 2.5 of the Restated and Amended 
         Syndication Agreement states that "the purpose of the Operating 
         Facility is to meet the Borrower's working capital requirements". 
         This does not allow the Company to advance monies to producers on 
         "any basis", including but not limited to enhancements, as the risk 
         on the commerciality of the film should be borne by distributors. 
         Any loan requests of this nature are to be made to the Banks for 
         assessment; if agreed, such loans will have to be bonded and 
         documented as usual.

     (b) The Company will not be permitted, except with the prior approval of 
         the Banks, to supplement any letters of credit or advances drawn 
         under the Project Line with drawings under the Operating Line.

     (c) The Company is not to acquire any more copyrights under the 
         Operating Line, except with prior approval of the Banks which will 
         in any event requires specific estimate cover.

6. FILM FACILITY CROSSING: The Company agrees that gross receipts collected 
on any film financed under a Film Facility after such Film Facility has been 
repaid (exclusive of all amounts payable to a third party rights owner or 
producer and receipts related to the motion pictures, "MRS. DALLOWAY" and 
"DIFFERENT FOR GIRLS"), shall be available to Coutts and Berliner for 
purposes of reducing other outstanding Film Facilities as determined by 
Coutts and Berliner in their sole discretion.

7. GUARANTEES OF ELLEN AND ROBERT LITTLE: The Littles, in their capacities as 
individuals and not as directors or officers of the Company, will give joint 
and several personal guarantees (the "Guarantees"), for the benefit of Coutts 
and Berliner, for all amounts in excess of $6,000,000 outstanding under the 
Operating Facility only, up to an aggregate guarantee amount of $618,000 (the 
"Guarantee Limit"), callable only as and when monies are payable in 
accordance with the terms of the Syndication Agreement. At such time as the 
amount outstanding under the Operating Facility has been permanently reduced 
to less than $6,000,000, in the Banks' sole opinion, the Guarantees shall be 
automatically released and extinguished. The Littles obligations under the 
Guarantees shall survive any enforcement by Coutts and Berliner of their 
security interests in the Company.

8. MERGER NOTE: The Littles agree that payments by the Company pursuant to 
the $2,000,000 note received by them in the October 1996 merger of Overseas 
Filmgroup, Inc. and Entertainment/Media Acquisition Corporation (the "Merger 
Note") shall continue to accrue, but payments shall be deferred, until the 
Operating Facility returns to the pre-existing limit of $5,000,000 which 
Coutts and Berliner, in their sole opinion, view as permanent and not before 
May 1999 except with the prior written approval of Coutts and Berliner. The 
Merger Note shall be extended for a period of time equal to the period 
payments are deferred pursuant to the foregoing, the deferred payments will 
continue to bear interest and such payment amounts shall be adjusted to 
compensate for additional interest accrued pursuant to the deferral of 
payments. The rights of Robert B. Little and Ellen Little under the Merger 
Note and related security agreement will not otherwise be affected.



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Overseas Filmgroup, Inc.
April 15, 1998
Page 4


9. CERTAIN WAIVERS: Notwithstanding paragraph 11.1.1 of the Syndication 
Agreement, Coutts and Berliner hereby acknowledge and waive the breach by the 
Company as of the date of this Amendment and/or prior thereto, of the Banks' 
requirement in Section 11.1.1 of the Syndication Agreement in relation to a 
minimum net worth (the "Net Worth Covenant") and provide further that such 
Net Worth Covenant shall be amended for the next twelve months to be 
$11,000,000 and thereafter shall be subject to further review. Additionally, 
Coutts and Berliner hereby acknowledge that certain unsecured liabilities 
incurred in the ordinary course of business as provided under paragraph 
11.1.3.1 of the Syndication Agreement are more than forty-five days past due 
(and waive any  non-compliance with paragraph 11.1.3.1 in connection 
therewith), that the Company expects to meet these liabilities in accordance 
with the Cash Flow Schedule and that they consent to such arrangements.

10. GOVERNING LAW AND JURISDICTION: This Amendment 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.

This Amendment sets out, inter alia, the terms under which the Syndication 
Agreement is amended. Except as expressly provided herein, the Syndication 
Agreement, as hereby amended, shall remain in full force and effect. The 
parties hereto agree to use their best efforts to expeditiously effectuate 
any further documents and/or instruments reasonably requested or necessary to 
carry out the intention of the provisions hereof. This Amendment may be 
executed in any number of counterparts each of which, when executed, shall be 
deemed an original and all of which shall together constitute one and the 
same agreement. When signed by all the parties hereto, this Amendment shall 
be a binding agreement on the parties hereto.


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Overseas Filmgroup, Inc.
April 15, 1998
Page 5


Please sign and return the enclosed copies of this letter to indicate your 
agreement to the foregoing.


                                        Yours faithfully
                                        for and on behalf Coutts & Co.


                                        By: /s/ CHRIS COLLINS  /s/ RODNEY PAINE
                                           ------------------------------------
                                        Its: 
                                             ----------------------------------


                                        for and on behalf of Berliner Bank A.G.


                                        By: /s/ STEVE ROBBINS 
                                           ------------------------------------
                                        Its: Associate Director 
                                             ----------------------------------


                                        By: /s/ DAVID BRAY
                                           ------------------------------------
                                        Its: Director 
                                             ----------------------------------


ACCEPTED AND AGREED
AS OF THE DATE WRITTEN ABOVE:


Overseas Filmgroup, Inc.


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


ACCEPTED AND AGREED 
AS OF THE DATE WRITTEN ABOVE:


Ellen Little (in her capacity as an individual)


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

Robert Little (in his capacity as an individual)


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