<PAGE>

                        OVERSEAS FILM GROUP, INC.

                              OFFICE LEASE

                           TABLE OF CONTENTS


                                                                     PAGE NO.

ARTICLE 1 -  TERM.....................................................   1
ARTICLE 2 -  RENTAL...................................................   1
ARTICLE 3 -  SECURITY DEPOSIT.........................................   4
ARTICLE 4 -  HOLDING OVER.............................................   4
ARTICLE 5 -  PERSONAL PROPERTY TAXES..................................   4
ARTICLE 6 -  USE......................................................   5
ARTICLE 7 -  CONDITION OF PREMISES....................................   5
ARTICLE 8 -  REPAIRS AND ALTERATIONS..................................   5
ARTICLE 9 -  BUILDING SERVICES........................................   6
ARTICLE 10 - RIGHTS OF LANDLORD.......................................   6
ARTICLE 11 - DAMAGES TO PROPERTY......................................   7
ARTICLE 12 - INSURANCE................................................   7
ARTICLE 13 - ASSIGNMENT AND SUBLETTING................................   8
ARTICLE 14 - DAMAGE OR DESTRUCTION....................................   8
ARTICLE 15 - SUBORDINATION............................................   10
ARTICLE 16 - EMINENT DOMAIN...........................................   11
ARTICLE 17 - DEFAULT..................................................   11
ARTICLE 18 - REMEDIES.................................................   12
ARTICLE 19 - RULES AND REGULATIONS....................................   14
ARTICLE 20 - APPLICABLE LAW...........................................   14
ARTICLE 21 - SURRENDER OF PREMISES....................................   14
ARTICLE 22 - QUIET POSSESSION.........................................   14
ARTICLE 23 - SUCCESSORS AND ASSIGNS...................................   14
ARTICLE 24 - NOTICES..................................................   15
ARTICLE 25 - WAIVERS OF SUBROGATION...................................   15
ARTICLE 26 - BROKERS..................................................   15
ARTICLE 27 - WAIVER...................................................   15
ARTICLE 28 - TENANT ESTOPPEL CERTIFICATE..............................   16
ARTICLE 29 - INTEREST ON PAST DUE OBLIGATIONS.........................   16
ARTICLE 30 - LIABILITY OF LANDLORD....................................   16
ARTICLE 31 - INABILITY TO PERFORM.....................................   16
ARTICLE 32 - SEVERABILITY.............................................   17
ARTICLE 33 - ATTORNEYS' FEES..........................................   17
ARTICLE 34 - TIME OF ESSENCE..........................................   17
ARTICLE 35 - HEADINGS.................................................   17
ARTICLE 36 - LANDLORD AND TENANT......................................   17
ARTICLE 37 - ENTIRE AGREEMENT.........................................   18
ARTICLE 38 - CONSTRUCTION OF PREMISES.................................   18
ARTICLE 39 - RESERVED AREA............................................   18
ARTICLE 40 - Intentionally Omitted....................................   18
ARTICLE 41 - NO OPTION................................................   18
ARTICLE 42 - USE OF BUILDING NAME.....................................   18
ARTICLE 43 - PAYMENT OF INITIAL RENT
             AND SECURITY DEPOSIT.....................................   18
ARTICLE 44 - TENANT IMPROVEMENTS......................................   19
ARTICLE 45 - CPI ADJUSTMENT...........................................   20
ARTICLE 46 - TRANSFER BY TENANT.......................................   20
ARTICLE 47 - AS-IS....................................................   21
ARTICLE 48 - COMMON AREAS.............................................   21
ARTICLE 49 - BUILDING SECURITY........................................   22
ARTICLE 50 - EASEMENTS................................................   22
ARTICLE 51 - AUTHORITY................................................   22
ARTICLE 52 - VEHICLE PARKING..........................................   23
RULES AND REGULATIONS.................................................   24

FLOOR PLAN........................................................   Exhibit A
Agreement for Completion of Premises..............................   Exhibit B

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                             8800 SUNSET BLVD.

                               OFFICE LEASE


     THIS LEASE ("Lease") is made and entered into this 21th day of April,
1987, by and between Carolco Pictures Inc., a Delaware corporation
(hereinafter referred to as "LANDLORD"), and Overseas Film Group, Inc., a
Delaware corporation, and Ellen Little (collectively hereinafter referred
to as "TENANT").

     In consideration of their respective agreements contained herein,
Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the
premises described as Suite ____ on the 3rd floor, containing approximately
3,637 rentable squares feet and located on the west side and adjoining one
third portion of the north side of such third floor, as designated on the
plan attached hereto as Exhibit "A" (hereinafter referred to as the
"PREMISES") (with the exact square footage of the Premises to be determined
in accordance with Building Owners & Managers Association Standards and from
the final construction plans for the Premises approved by Landlord and
Tenant) in the building known as the 8800 Sunset Building (hereinafter
referred to as the "BUILDING"), the address  of which is 8800 Sunset
Boulevard, Hollywood, California 90069, for the term and upon the terms and
conditions hereinafter set forth, and Landlord and Tenant hereby agree as
follows:

                                 ARTICLE 1
                                   TERM

     The term of this Lease shall commence on July 1, 1987, (hereinafter
referred to as the "COMMENCEMENT DATE") or on such earlier date as Tenant
first takes possession of the Premises, and shall end five years after the
Commencement Date (the "Term"). If Landlord is unable to deliver possession
of the Premises to Tenant on or before the Commencement Date, Landlord shall
not be subject to any liability for its failure to do so, and such failure
shall not affect the validity of this Lease nor the obligations of Tenant
hereunder, but the term hereof shall commence either (a) ten (10) days
following the day that Landlord gives Tenant written notice that the Premises
are ready for occupancy or (b) on the day that Tenant first occupies the
Premises, whichever first occurs, and the expiration date set forth above
shall be extended by that length of time between the Commencement Date and
the date the term hereof actually commences. If permission is given to Tenant
to occupy the Premises prior to the Commencement Date, such occupancy shall
be subject to all of the provisions of this Lease and, if the Term hereof
commences on a date later than the Commencement Date pursuant to the
provisions set forth above, the parties hereto agree to execute and
acknowledge a written statement setting forth the date of commencement and
the date of expiration of this Lease, but this Lease shall not be affected in
any manner should either party fail or refuse to execute such statement.
There should be no abatement of the monthly rental nor any delay in
commencement of this Lease if for any reason Tenant is not able to take
possession of the Premises, including without limitation any delays caused by
acts or omissions of the Tenant, its agents, employees and contractors.

                               ARTICLE 2
                                 RENTAL

     (a)  MONTHLY RENTAL.  Tenant agrees to pay to Landlord during the Term
hereof, at Landlord's office or to such other person at such other place as
directed from time to time by written notice to Tenant from Landlord, a
monthly rental of $1.70 per rentable square foot per month for a total
monthly rent of Six Thousand One Hundred Eighty Three Dollars ($6,183),
payable in advance on the first day of each calendar month commencing on the
first day of the fifth month of the Term, without demand or setoff or
deduction, and in the event the term of this Lease commences or the

                                  1.

<PAGE>

date of expiration of this Lease occurs other than on the first day or last
day of a calendar month, the rent for such month shall be prorated for the
actual days elapsed.  The first month's rental shall be due on execution as
set forth in Article 43.  Landlord represents as of the date hereof that no
other tenant has received a lower monthly rental rate per square foot.

     (b)  INCREASE OR DECREASE IN DIRECT COSTS.  If, commencing one year
after Landlord first occupies the Building, in each succeeding one year
period during the Term of this Lease, the "direct costs" (as hereinafter
defined) paid or incurred by Landlord shall be higher or lower than the
direct costs for the preceding twelve month period (hereinafter referred to
as the "COMPARISON YEAR"), rent payable by Tenant for each and every one year
period subsequent to the Comparison Year shall be increased or decreased, as
the case may be, by 5.13 percent (.0513%) (hereinafter referred to as
"TENANT'S PROPORTIONATE SHARE") [Tenant's percentage portion of the Building]
of such increase or decrease,  except that in no event shall the monthly
rental be reduced to an amount less than that specified in Article 2(a)
hereof.  Tenant's Proportionate Share shall be a percentage computed from a
fraction, the numerator of which is the number of square feet of rentable
area of the Premises and the denominator of which is the total number of
square feet of rentable area of the Building at and above grade.  If, by
reason of amendment or modification hereof, the number of square feet in the
Premises is increased or decreased, Tenant's Proportionate Share shall be
adjusted accordingly.  In the event this Lease shall terminate on any date
other than the last day of any such one year period, the amount of increase
in rent payable by Tenant or decrease in rent to which Tenant is entitled
during any such one year period in which this Lease terminates shall be
prorated on the basis of the relationship which the number of days which have
elapsed from the commencement of said one year period to and including said
date on which this Lease terminates bears to three hundred sixty (360).

     (c)  DEFINITIONS.  As used herein the term "DIRECT COSTS" shall mean the
following:

          (i)  "TAX COSTS" shall mean any and all real estate taxes and other
similar charges on real property or improvements, assessments, water and
sewer charges and all other charges assessed, levied, imposed or becoming a
lien upon the Building and appurtenances thereto and the parking or other
facilities thereof, or the real property (hereinafter referred to as the
"PROPERTY") thereunder or attributable thereto or on the rents, issues,
profits or income received or derived therefrom imposed, levied, assessed or
charged by the United States, the State of California, the County of Los
Angeles, or the City of Los Angeles, or any local government authority or
agency or any political subdivision thereof, but shall not include any net
income, franchise, capital stock, estate or inheritance taxes; provided,
however, if at any time subsequent to the date of this Lease the methods of
taxation prevailing as of the date of this Lease shall be altered so that in
lieu of or as a supplement to or a substitute for the whole or any part of
any taxes, charges or assessments now levied, assessed or imposed on the
Building and appurtenances thereto and the facilities thereof or the
Property, there shall be levied, assessed or imposed (a) a tax, assessment,
levy, imposition or charge wholly or partially as a net income, capital or
franchise levy or otherwise on the rents, issues, profits or income derived
therefrom, (b) a tax, assessment, levy (including, but not limited to, any
municipal, state or federal levy), imposition or charge measured by or based
in whole or in part upon the Building and appurtenances thereto and the
facilities thereof or the Property and imposed upon Landlord, or (c) a
license fee measured by the rent payable under this Lease, then all such
taxes, assessments, levies, impositions or charges, or the part thereof so
measured or based, shall be deemed to be included in the term "DIRECT COSTS".
If the assessed valuation or tax costs of the Building for the Comparison
Year shall not be based upon a completed Building at lease ninety-five percent

                                     2.

<PAGE>

(95%) occupied on floors 2 through 7, then the Tax Costs for the Comparison
Year shall be adjusted to reflect the taxes which would have been payable for
the Comparison Year if the Building had been completed and were ninety-five
percent (95%) occupied on floors 2 through 7.  Taxes for the subsequent one
year periods shall be the taxes paid in the respective year.

          (ii)  "OPERATING COSTS" shall mean any and all expenses incurred by
Landlord in connection with the maintenance, operation and repair of the
Building, the equipment, adjacent walks, malls and landscaped areas,
including, but not limited to, salaries, wages, medical, surgical and general
welfare benefits and pension payments, payroll taxes, workmen's compensation,
uniforms and drycleaning thereof for employees engaged in the operation,
maintenance and repair of the Building; the cost of all charges for
electricity, steam, water and other utilities furnished to the Building,
including any taxes thereon (but excluding any charges directly and
completely passed through to specific tenants); the cost of all charges for
fire and extended coverage, liability and all other insurance for the
Building to the extent that such insurance is required to be carried by
Landlord under any lease, mortgage or deed of trust covering the whole or a
substantial part of the Property or the Building or if not required under any
such lease, mortgage or deed of trust, then to the extent such insurance is
carried by owners of buildings comparable to the Building (but excluding any
charges directly and completely passed through to specific tenants); the cost
of all building and cleaning supplies and materials; the cost of all charges
for cleaning, maintenance and service contracts and other services with
independent contractors.  In the event during the Comparison Year the
Building is less than ninety-five percent (95%) occupied on floors 2 through
7, the operating costs for the Comparison Year shall be adjusted to reflect
the operating costs of the Building as though ninety-five percent (95%)
occupied on floors 2 through 7 and the increase and decrease in rent shall be
based upon such operating costs as so adjusted.

     (b)  DETERMINATION AND PAYMENT

          (i)  On or before the first day of the month of the Commencement
Date of each calendar year commencing with the calendar year after the first
calendar year for which Tenant's rent may be adjusted under this Article 2,
Landlord shall furnish to Tenant a written statement showing in reasonable
detail Landlord's direct costs for the Comparison Year and for the calendar
year preceding the year in which any such statement is furnished, and showing
the amount, if any, of any increase or decrease in the rent due from Tenant
for such calendar year.  The failure of Landlord to so furnish said statement
shall not constitute a default by Landlord hereunder or a waiver of
Landlord's right to any rent adjustment herein provided for.

          (ii)  On the monthly rental payment date next following Tenant's
receipt of such statement, Tenant shall pay to Landlord (in case of a rent
increase), or Landlord shall credit against the next rent due from Tenant (in
case of a rent decrease), an amount equal to the sum of (a) the rent
adjustment for the entire preceding calendar year as shown in said statement
and (b) one-twelfth (1/12th) of the rent adjustment for the preceding
calendar year multiplied by the number of rental payment dates having elapsed
during the then current calendar year to be applied on account of the rent
adjustment for the then present calendar year.  The monthly rental payment
then due and subsequent monthly rental payments during the then current
calendar year shall be increased or decreased by one-twelfth (1/12th) of the
rent adjustment for the preceding calendar year.

          (iii)  If Landlord shall receive a refund of Tax Costs for any tax
year for which Tenant's Proportionate Share has been charged to Tenant, then
Landlord shall credit Tenant with Tenant's Proportionate Share of refund
after deducting therefrom


                                       3.

<PAGE>

Tenant's Proportionate Share of the costs and expenses of obtaining such
refund.

          (iv)  In the event of any dispute as to any additional rental due
hereunder, Tenant shall have the right after reasonable notice and at
reasonable times to inspect Landlord's accounting records at Landlord's
accounting office and if, after such inspection, Tenant still disputes such
additional rental, a certification as to the proper amount shall be made by
Landlord's independent certified public accountant which shall be final and
conclusive.  Tenant agrees to pay the cost of such certification, unless it
is subsequently determined that Landlord's original statement was in error by
more than two percent (2%) of the direct costs.

                                ARTICLE 3
                            SECURITY DEPOSIT

     Tenant has deposited with Landlord the sum of Six Thousand One Hundred
Eighty Three Dollars ($6,183) as security for the full and faithful
performance of every provision of this Lease to be performed by Tenant.  If
Tenant defaults with respect to any material provision of this Lease,
including, but not limited to, the provisions relating to the payment of
rent, Landlord may use, apply or retain all or any part of this security
deposit for the payment of any rent or any other sum in default, or for the
payment of any other amount which Landlord may spend or become obligated to
spend by reason of Tenant's default or to compensate Landlord for any other
loss or damage which Landlord may suffer by reason of Tenant's default.  If
any portion of said deposit is so used or applied, Tenant shall, within five
(5) days after written demand therefor, deposit cash with Landlord in an
amount sufficient to restore the security deposit to its original amount.
Landlord shall not be required to keep this security deposit separate from its
general funds and Tenant shall not be entitled to interest on such deposit.
If Tenant shall fully and faithfully perform in all material respects every
provision of this Lease to be performed by it, the security deposit or any
balance thereof shall be returned to Tenant (or, at Landlord's option, to the
last transferee of Tenant's interest hereunder) as soon as possible at the
expiration of the Lease term and upon Tenant's vacation of Premises.

                                   ARTICLE 4
                                  HOLDING OVER

     Should Tenant, with or without Landlord's written consent, hold over
after the termination of this Lease, Tenant shall become a tenant from
month-to-month only upon each and all of the terms herein provided as may be
applicable to a month-to-month tenancy and any such holding over shall not
constitute an extension of this Lease.  During such holding over, Tenant
shall pay in advance, monthly, rent at the highest monthly rate provided for
herein, plus an amount equal to fifteen percent (15%) thereof.

                                   ARTICLE 5
                           PERSONAL PROPERTY TAXES

     Tenant shall pay prior to delinquency all taxes assessed against or
levied upon fixtures, furnishings, equipment and all other personal property
of Tenant located in the Premises, including improvements which are in excess
of Landlord's Standard Installations described in the Agreement for
Completion of Premises attached hereto as Exhibit "B", and when possible
Tenant shall cause said fixtures, furnishings, equipment and other personal
property to be assessed and billed separately from the property of Landlord;
provided, that no such taxes need be paid if being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted.  In the
event any or all of Tenant's fixtures, furnishings, equipment and other
personal property shall be assessed and taxed with the property

                                       4.
<PAGE>

of Landlord, Tenant shall pay to Landlord its share of such taxes within ten
(10) days after delivery to Tenant by Landlord of a statement in writing
setting forth the amount of such taxes applicable to Tenant's property.

                                  ARTICLE 6
                                     USE

      Tenant shall use and occupy the Premises only for general office use and
shall not use or occupy the Premise or permit the same to be used or
occupied for any other purpose without the prior written consent of Landlord,
and Tenant agrees that it will use the Premises in such a manner so as not to
interfere with or infringe on the rights of other tenants in the Building.
Tenant shall not use or occupy the Premises in violation of any law,
ordinance or regulation or other directive of any governmental authority
having or exercising jurisdiction thereof or of the certificate of occupancy
issued for the Building and, at Tenant's cost and expense, shall fully comply
therewith, and shall, upon five (5) days' written notice from Landlord,
discontinue any use of the Premises which is declared by any governmental
authority having or exercising jurisdiction thereover to be a violation of any
law, ordinance, regulation or directive or of said certificate of occupancy.
Tenant shall not do or permit to be done any thing which will invalidate or
increase the cost of any fire and extended coverage insurance policy covering
the Building and/or property located therein and Tenant shall comply with all
rules, orders, regulations and requirements of the Pacific Fire Rating Bureau
or any other organization performing a similar function.  Tenant shall
promptly upon demand reimburse Landlord for any additional premium charges
for such policy by reason of Tenant's failure to comply with the provisions
of this Article.

                                  ARTICLE 7
                            CONDITION OF PREMISES

      Tenant acknowledges that neither Landlord nor any agent nor any
employee of Landlord has made any representation or warranty with respect to
the Premises or the Building or with respect to the suitability of either for
the conduct of Tenant's business.  The taking of possession of the
Premise by Tenant shall conclusively establish that the Premises and the
Building were at such time satisfactory condition, except that Landlord
shall repair or replace, as necessary, such defective items furnished or
constructed by Landlord of which Tenant has advised Landlord in writing not
later than thirty (30) days after the date of commencement of the Term.

                                  ARTICLE 8
                          REPAIRS AND ALTERATIONS

      Tenant shall keep the Premises in good condition and repair.  All
damage or injury to the Premises or the Building caused by the act or
negligence of Tenant, its employees, agents or visitors, shall be promptly
repaired by Tenant, at its sole cost and expense, to the satisfaction of
Landlord.  Landlord may make any repairs which are not promptly made by
Tenant and charge Tenant for the cost thereof.  Tenant shall be responsible
for the design and function of all Building non-standard improvements,
whether or not installed by Landlord at Tenant's request.  Tenant waives all
rights to make repairs at the expense of Landlord, or to deduct the cost
thereof from the rent, and all rights under Sections 1941 and 1942 of the
California Civil Code.  Tenant shall make no alterations, changes or
additions in or to the Premises without Landlord's prior written consent, and
then only by contractors or mechanics approved by Landlord; provided,
however, that Tenant may perform minor, nonstructural work (e.g., installation
of shelving) on the Premises not exceeding a total cost of $2,500 without the
consent of Landlord.  Tenant hereby indemnifies and agrees to hold Landlord
free and harmless from all liens and claims of lien, and all other liability,
claims and demands arising out of any work done or material supplied to the
Premises

                                      5.
<PAGE>
by or at the request of Tenant.  If any permitted alterations, changes or
additions are made, they shall be made at Tenant's expense and shall be and
become the property of Landlord, except that Landlord may, by written notice
to Tenant given at least thirty (30) days prior to the end of the term,
require Tenant at Tenant's expense to remove all partitions, counters,
railings and the like installed by Tenant, and to repair any damages to the
Premises caused by such removal.

                              ARTICLE 9
                          BUILDING SERVICES

      Landlord agrees to furnish to the Premises, at its expense, so long as
Tenant is not in default hereunder, during the hours of 8:00 a.m. to 6:00
p.m., Monday through Friday, and 9:00 a.m. to 1:00 p.m. on Saturdays (except
holidays), air conditioning and heat, and 24 hour elevator service, electric
current for normal lighting and fractional horsepower office machines and, on
the same floor as the Premises, water for lavatory and drinking purposes, all
in such reasonable quantities as in the judgment of Landlord is necessary for
the comfortable occupancy of the Premises.  Janitorial and maintenance
services will be furnished five (5) days per week.  Tenant shall comply with
all rules and regulations which Landlord may reasonably establish for the
proper functioning and protection of the air conditioning, heating, elevator,
electrical and plumbing systems.  Landlord shall not be liable for any
stoppage or interruption of any of such services caused by riot, strike,
labor disputes, breakdowns, accidents, necessary repairs or other cause
except for those caused by the gross negligence or willful misconduct of
Landlord, its agents or employees. Except as specifically provided in this
Article 9, Tenant agrees to pay for all utilities and other services utilized
by Tenant for all overtime or additional building services furnished to
Tenant not uniformly furnished to all tenants of the Building at Landlord's
expense. Landlord represents that the Building and Common Areas shall be
maintained in a similar manner as other first class buildings in West Los
Angeles and West Hollywood are maintained.

                             ARTICLE 10
                         RIGHTS OF LANDLORD

      Landlord and its agent shall have the right to enter the Premises at
all reasonable times for the purpose of cleaning the Premises, examining or
inspecting the same, serving or posting and keeping posted thereon notices as
provided by Section 3094 of the Civil Code of the State of California or by
any other law of that state or which Landlord deems necessary for the
protection of Landlord or the Property, showing the same to prospective
tenants or purchasers of the Building, in the case of an emergency, and for
making such alterations, repairs, improvements or additions to the Premises
or to the Building as Landlord may deem necessary or desirable upon
reasonable notice to Tenant. If Tenant shall not be personally present to
open and permit an entry into the Premises at any time when such an entry by
Landlord is necessary or permitted hereunder, Landlord may enter by means of
a master key or may enter forcibly, without liability to Tenant except for
any failure to exercise due care for Tenant's property, and without affecting
this Lease. If during the last month of the Term hereof, Tenant shall have
removed substantially all of its property therefrom, Landlord may immediately
enter and alter, renovate and redecorate the Premises without eliminating or
abating any rent or incurring any liability to Tenant. Landlord during the
entire term of this Lease shall have the right upon ninety (90) days' prior
written notice to Tenant to change the name, number or designation of the
Building without liability or obligation to Tenant.


                                     6.

<PAGE>

                                  ARTICLE 11
                             DAMAGES TO PROPERTY

      Tenant indemnifies and holds harmless Landlord against and from any and
all claims of damage or injury arising from Tenant's use of the Premises or
the conduct of its business or from any activity, work or thing done,
permitted or suffered by Tenant in or about the Premises, and shall further
indemnify and hold harmless Landlord against and from any and all claims
arising from any breach or default in the performance of any obligation of
the Tenant hereunder, or arising from any act or omission of Tenant, or any
of its agents, employees, invitees or licensees, and against and from all
costs, attorneys' fees, expenses and liabilities incurred in or about any
such claim or any action or proceeding brought thereon, and in case any
action or proceeding be brought against Landlord by reason for any such
claim. Tenant, upon notice from Landlord, shall defend the same at Tenant's
expense by counsel reasonably satisfactory to Landlord. Tenant, as a material
part of the consideration to Landlord, hereby assumes all risk of damage to
property or injury to persons in, upon or about the Premises or the Building
from any cause other than the gross negligence or willful misconduct of
Landlord, its agents, representatives and employees, and Tenant hereby waives
all claims in respect thereof against Landlord.

      Landlord shall not be liable for interference with light, air or other
similar benefit, nor shall Landlord be liable for any unknown latent defect
in the Premises or in the Building. Tenant shall give prompt notice to
Landlord in case of fire or accidents in the Premises or in the Building or
of defects therein or in the fixtures or equipment thereof. Landlord shall
not be liable for any damage to property entrusted to employees of the
Building, nor for the loss of, or damage to, any property by theft or
otherwise, nor for any injury or damage to persons, property or Tenant's
business resulting from construction, repair or alteration of premises
adjoining the Premises or of the Building or from fire, explosion, falling
plaster, steam, gas, electricity, water or rain which may leak from any part
of the Building or from the pipes, appliances or plumbing works therein or
from the roof, street or subsurface or from any other place or resulting from
dampness or any other cause whatsoever, unless caused by or due to the
negligence of Landlord, its agents, servants or employees.

                                  ARTICLE 12
                                  INSURANCE

      Tenant agrees during the Term hereof to carry Comprehensive General
Public Liability insurance with Broad Form General Liability Endorsement
acceptable to Landlord covering the Premises in an amount of not less than
$1,000,000.00 for injury and/or death to any number of persons in any one
accident and property damage insurance acceptable to Landlord in an amount
sufficient to cover not less than 100% of the full replacement cost of
Tenant's personal property located at the Building for fire and extended
coverage insurance, with vandalism and malicious mischief and sprinkler
leakage endorsements in companies satisfactory to Landlord in the name of
Tenant (with Landlord named as an additional insured), to pay the premiums
therefor and to deliver said policies or certificate thereof to Landlord, and
the failure of Tenant either to effect said insurance in the names herein
called for or deliver said policies or certificates or duplicates thereof to
Landlord shall permit Landlord to procure said insurance and pay the
requisite premiums therefor, which premiums shall be repayable to Landlord
with the next monthly rental payment. Each insurer under the policies
required hereunder shall agree by endorsement on the policy issued by it, or
by independent instrument furnished to Landlord, that it will give Landlord
no less than ten (10) days' written notice before the policy or policies in
question shall be altered or cancelled. Tenant hereby releases and relieves
the Landlord and waives its entire right of recovery against Landlord for
direct or consequential loss or damage aris-


                                      7.

<PAGE>

ing out of or incidental to the perils covered by property insurance carried
by the Tenant whether due to negligence of Landlord or Tenant or their
agents, employees, contractors and/or invitees. If necessary, all property
insurance policies required under this Lease shall be endorsed to so provide.

                                  ARTICLE 13
                           ASSIGNMENT AND SUBLETTING

      Tenant shall not and shall have no power to, either voluntarily or by
operation of law, sell, assign, transfer or hypothecate this Lease, or sublet
the Premises or any part thereof, or permit the Premises or any part thereof
to be occupied by anyone other than Tenant or Tenant's employees without the
prior written consent of Landlord, which will not be unreasonably withheld
pursuant to Article 46 below. If Tenant is a corporation, unincorporated
association or partnership, the sale, assignment, transfer or hypothecation of
any stock or other ownership interest in such corporation, association or
partnership in the aggregate in excess of twenty-five percent (25%) shall be
deemed an assignment within the meaning and provisions of this Article 13;
provided, however, that so long as prior to such sale the corporate Tenant,
Overseas Films Group, Inc., is wholly owned by Ellen Little, then Ellen
Little may in the aggregate transfer up to 40% of her voting control of
Tenant without consent of Landlord, but no additional assignments by Ellen
Little would then be permitted without Landlord's prior written consent. Any
sale, assignment, hypothecation, transfer or subletting of this Lease shall be
void and shall, at the option of Landlord, terminate this Lease; provided,
however, Tenant may assign this Lease to any entity which controls, is
controlled by, is under common control with or which merges with or into
Tenant. If this Lease is assigned, Tenant shall still remain fully liable
hereunder.

                                  ARTICLE 14
                            DAMAGE OR DESTRUCTION

      (a)  DEFINITIONS.

           (1)  "Premises Damage" shall mean if the Premises are damaged or
destroyed to any extent.

           (2)  "Premises Building Partial Damage" shall mean if the Building
of which the Premises are a part is damaged or destroyed to the extent that
the cost to repair is less than fifty percent (50%) of the then Replacement
Cost of the Building.

           (3)  "Premises Building Total Destruction" shall mean if the
Building of which the Premises are a part is damaged or destroyed to the
extent that the cost to repair is fifty percent (50%) or more of the then
Replacement Cost of the Building.

           (4)  "Office Building Project Buildings" shall mean all of the
buildings on the Office Building Project site.

           (5)  "Office Building Project Buildings Total Destruction" shall
mean if the Office Building Project Buildings are damaged or destroyed to the
extent that the cost of repair is fifty percent (50%) or more of the then
Replacement Cost of the Office Building Project Buildings.

           (6)  "Insured Loss" shall mean damage or destruction which was
caused by an event required to be covered by the insurance described in
Article 12. The fact that an Insured loss has a deductible amount shall not
make the loss an uninsured loss.

           (7)  "Replacement Cost" shall mean the amount of money necessary
to be spent in order to repair or rebuild the damaged area to the condition
that existed immediately prior to the damage occurring, excluding all
improvements made by tenants, other than those installed by Landlord at
Tenant's expense.


                                     8.

<PAGE>

      (b)  PREMISES DAMAGE; PREMISES BUILDING PARTIAL DAMAGE

           (1)  INSURED LOSS:  Subject to the provisions of paragraphs 14(d)
and 14(e), if at any time during the Term of this Lease there is damage which
is an Insured Loss and which falls into the classification of either Premises
Damage or Premises Building Partial Damage, then Landlord shall, as soon as
reasonably possible and to the extent the required materials and labor are
readily available through usual commercial channels, at Landlord's expense,
repair the damage (but not Tenant's fixtures, equipment or tenant
improvements originally paid for by Tenant) to its condition existing at the
time of the damage, and this Lease shall continue in full force and effect.

           (2)  UNINSURED LOSS:  Subject to the provisions of paragraphs
14(d) and 14(e), if at any time during the Term of this Lease there is damage
which is not an Insured Loss and which falls within the classification of
Premises Damage or Premises Building Partial Damage, unless caused by a
negligent or willful act of Tenant (in which event Tenant shall make the
repairs at Tenant's expense), which damage prevents Tenant from making any
substantial use of the Premises, Landlord may at Landlord's option either (i)
repair such damage as soon as reasonably possible at Landlord's expense, in
which event this Lease shall continue in full force and effect, or (ii) give
written notice to Tenant within thirty (30) days after the date of the
occurrence of such damage of Landlord's intention to cancel and terminate
this Lease as of the date of the occurrence of such damage, in which event
this Lease shall terminate as of the date of the occurrence of such damage.

      (c)  PREMISES BUILDING TOTAL DESTRUCTION; OFFICE BUILDING PROJECT TOTAL
DESTRUCTION.  Subject to the provisions of paragraphs 14(d) and 14(e), if at
any time during the Term of this Lease there is damage, whether or not it is
an Insured Loss, which falls into the classification of either (i) Premises
Building Total Destruction, or (ii) Office Building Project Total
Destruction, then Landlord may at Landlord's option either (i) repair such
damage or destruction as soon as reasonably possible at Landlord's expense
(to the extent the required materials are readily available through usual
commercial channels) to its condition existing at the time of the damage, but
not Tenant's fixtures, equipment or tenant improvements, and this Lease shall
continue in full force and effect, or (ii) give written notice to Tenant
within thirty (30) days after the date of the occurrence of such damage of
Landlord's intention to cancel and terminate this Lease, in which case this
Lease shall terminate as of the date of the occurrence of such damage and any
rents received for the period after the date of occurrence of such total
destruction shall be returned to Tenant.

      (d)  DAMAGE NEAR END OF TERM

           (1)  Subject to paragraph 14(d)(2), if at any time during the last
twelve (12) months of the Term of this Lease there is substantial damage to
the Premises, Landlord may at Landlord's option cancel and terminate this
Lease as of the date of occurrence of such damage by giving written notice to
Tenant of Landlord's election to do so within thirty (30) days after the date
of occurrence of such damage.

           (2)  Notwithstanding paragraph 14(d)(1), in the event that Tenant
has an option to extend or renew this Lease, and the time within which said
option may be exercised has not yet expired, Tenant shall exercise such
option, if it is to be exercised at all, no later than twenty (20) days after
the occurrence of an Insured Loss falling within the classification of
Premises Damage during the last twelve (12) months of the Term of this Lease.
If Tenant duly exercises such option during said twenty (20) day period,
Landlord shall, at Landlord's expense, repair such damage, but not Tenant's
fixtures, equipment or tenant improvements, as soon as reasonably possible
and this Lease shall


                                     9.




<PAGE>

continue in full force and effect.  If Tenant fails to exercise such option
during said twenty (20) day period, then Landlord may at Landlord's option
terminate and cancel this Lease as of the expiration of said twenty (20) day
period by giving written notice to Tenant or Landlord's election to do so
within ten (10) days after the expiration of said twenty (20) day period,
notwithstanding any term or provision in the grant of option to the contrary.

     (e) ABATEMENT OF RENT; TENANT'S REMEDIES

          (1) In the event Landlord repairs or restores the Building or
Premises pursuant to the provisions of this Article 14, and/or any part of
the Premises are not usable (including loss of use due to loss of access or
essential services), the rent payable hereunder (including Tenant's share of
Operating Expenses) for the period during which such damage, repair or
restoration continues shall be abated, provided (1) the damage was not the
result of the negligence of Tenant, and (2) such abatement shall only be to
the extent the operation and profitability of Tenant's business as operated
from the Premises is adversely affected.  Except for said abatement of rent,
if any, Tenant shall have no claim against Landlord for any damage suffered
by reason of any such damage, destruction, repair or restoration unless such
damage is caused by the gross negligence or willful misconduct of Landlord or
its agents, representatives or employees.

          (2) If Landlord shall be obligated to repair or restore the Premises
or the Building under the provisions of this Article 14 and shall not commence
such repair or restoration within ninety (90) days after such occurrence, or
if Landlord shall not complete the restoration and repair within six (6)
months after such occurrence, Tenant may at Tenant's option cancel and
terminate this lease by giving Landlord written notice of Tenant's election
to do so at any time prior to the commencement or completion, respectively, of
such repair or restoration.  In such event this Lease shall terminate as of
the date of such notice.

     (f) TERMINATION - ADVANCE PAYMENTS. Upon termination of this Lease
pursuant to this Article 14, an equitable adjustment shall be made concerning
advance rent and any advance payments made by Tenant to Landlord.  Landlord
shall, in addition, return to Tenant so much of Tenant's security deposit as
has not theretofore been applied by Landlord.

     (g) WAIVER. Landlord and Tenant waive the provisions of any statutes
which relate to termination of leases when leased property is destroyed and
agree that such event shall be governed by the terms of this Lease.

                                  ARTICLE 15
                                SUBORDINATION

     This Lease is subject and subordinate to all ground or underlying
leases, mortgages and deeds of trust which now affect the Property or the
Building and to all renewals, modifications, consolidations, replacements and
extensions thereof; provided, however, if the lessor under and any such lease
or the holder or holders of any such mortgage or deed of trust shall advise
Landlord that they desire or require this Lease to be prior and superior
thereto, upon written request of Landlord to Tenant, Tenant agrees to
promptly execute, acknowledge and deliver any and all documents or
instruments which Landlord or such lessor, holder or holders deem necessary
or desirable for purposes thereof.  Landlord shall have the right to cause
this Lease to be and become and remain subject and subordinate to any and all
ground or underlying leases, mortgages or deeds of trust which may hereafter
be executed covering the Premises, the Building or the Property or any
renewals, modifications, consolidations, replacements or extension thereof,
for the full amount of all advances made or to be made thereunder and without
regard to the time or character of

                                        10.

<PAGE>

such advances, together with interest thereon and subject to all the terms
and provisions thereof; and Tenant agrees, within ten (10) days after
Landlord's written request therefor, to execute, acknowledge and deliver upon
request any and all documents or instruments requested by Landlord or
necessary or proper to assure the subordination of this Lease to any such
mortgages, deeds of trust or leasehold estates; provided, however, that the
foregoing provisions with respect to such election of subordination by
Landlord shall not be effective unless the owner or holder of any such
mortgage or deed of trust or the lessor under any such leasehold estate shall
execute with Tenant a non-disturbance and attornment agreement under which
such owner, holder or lessor shall agree to accept the attornment of Tenant
upon the terms and conditions contained in this Lease for the then unexpired
term hereof in the event of termination of such leasehold estate or upon the
foreclosure of any such mortgage or deed of trust, if Tenant is not then in
default.  Notwithstanding anything to the contrary set forth in this Article
15, Tenant hereby attorns and agrees to attorn to any person, firm or
corporation purchasing or otherwise acquiring the Premises, the Building or
the Property at any sale or other proceeding or pursuant to the exercise of
any rights, powers or remedies under such mortgages, deeds of trust or ground
or underlying leases, as if such person, firm or corporation had been named
as Landlord herein, it being intended hereby that if this Lease is
terminated, cut off or otherwise defeated by reason of any act or actions by
the owner or holder of any such mortgage or deed of trust or the lessor under
any such leasehold estate, then, at the option of any such person, firm or
corporation so purchasing or otherwise acquiring the Premises, the Building
or the Property, this Lease shall continue in full force and effect.  Tenant
hereby appoints Landlord the attorney-in-fact of Tenant irrevocably to
execute and deliver any document or documents provided for in this Article 15
for and in the name of Tenant.  Such power, being coupled with an interest,
is irrevocable.

                                  ARTICLE 16
                                EMINENT DOMAIN

     If the whole of the Premises or the Building or so much thereof as to
render the balance unsuitable by Tenant for its continued use (as reasonably
determined solely by Landlord) shall be taken under power of eminent domain,
or sold, transferred or conveyed in lieu thereof, this Lease shall
automatically terminate as of the date of such condemnation or as of the date
possession is taken by the condemning authority, whichever is later.  No
award for any partial or entire taking shall be apportioned, and Tenant
hereby assigns to Landlord any award which may be made in such taking or
condemnation, together with any and all rights of Tenant now or hereafter
arising in or to the same or any part thereof; provided, however, that
nothing contained herein shall be deemed to give Landlord any interest in or
to require Tenant to assign to Landlord any award made to Tenant for the
taking of personal property and fixtures belonging to Tenant and removable by
Tenant at the expiration of the Term hereof as provided hereunder or for the
interruption of, or damage to, Tenant's business.  In the event of a partial
taking, or a sale, transfer or conveyance in lieu thereof, which does not
result in a termination of this Lease, the rent shall be apportioned
according to the ratio that the part of the Premises remaining usable by
Tenant bears to the total area of the Premises.

                                  ARTICLE 17
                                    DEFAULT

     (1) DEFAULT. The occurrence of any one or more of the following events
shall constitute a material default of this Lease by Tenant:

         (a) The vacation or abandonment of the Premises by Tenant.  Vacation
of the Premises shall include the failure to occu-

                                     11.

<PAGE>

py the Premises for a continuous period of sixty (60) days or more, whether
or not the rent is paid.

          (b) The breach by Tenant of any of the covenants, conditions or
provisions of Articles 8 (alterations), 13 (assignment or subletting),
17(1)(a) (vacation or abandonment), 17(1)(e) (insolvency), 17(1)(f) (false
statement), 28 (estoppel certificate), 50 (easements) or 15 (subordination),
all of which are hereby deemed to be material, non-curable defaults without
the necessity of any notice by Landlord to Tenant thereof.

          (c) The failure by Tenant to make any payment of rent or any other
payment required to be made by Tenant hereunder, as and when due, where such
failure shall continue for a period of three (3) days after written notice
thereof from Landlord to Tenant.  In the event that Landlord serves Tenant
with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer
statutes such Notice Pay Rent or Quit shall also constitute the notice
required by this subparagraph.

          (d) The failure by Tenant to observe and perform any of the
covenants, conditions or provisions of this Lease to be observed or performed
by Tenant other than those referenced in subparagraphs (b) and (c) above,
where such failure shall continue for a period of thirty (30) days after
written notice thereof from Landlord to Tenant; provided, however, that if the
nature of Tenant's noncompliance is such that more than thirty (30) days are
reasonably required for its cure, then Tenant shall not be deemed to be in
default if Tenant commenced such cure within said thirty (30) day period and
thereafter diligently pursues such cure to completion.  To the extent
permitted by law, such thirty (30) day notice shall constitute the sole and
exclusive notice required to be given to Tenant under applicable Unlawful
Detainer statutes.

          (e) (i) The making by Tenant of any general arrangement or general
assignment for the benefit of creditors; (ii) Tenant becoming a "debtor" as
defined in the United States Bankruptcy Code or any successor statute thereto
(unless, in the case of a petition filed against Tenant, the same is
dismissed within sixty (60) days); (iii) the appointment of a trustee or
receiver to take possession of substantially all of Tenant's assets located at
the Premises or of Tenant's interest in this Lease, where such seizure is not
discharged within thirty (30) days.  In the event that any provision of this
paragraph 17(1)(e) is contrary to any applicable law, such provision shall be
of no force or effect.

          (f) The discovery by Landlord that any financial statement given to
Landlord by Tenant, or its successor in interest or by any guarantor of
Tenant's obligation hereunder, was materially false.

     (2) DEFAULT BY LANDLORD. Landlord shall not be in default unless
Landlord fails to perform obligations required of Landlord within a
reasonable time, but in no event later than thirty (30) days after written
notice by Tenant to Landlord and to the holder of any first mortgage or deed
of trust covering the Premises whose name and address shall have theretofore
been furnished to Tenant in writing, specifying wherein Landlord has failed
to perform such obligation; provided, however, that if the nature of
Landlord's obligation is such that more than thirty (30) days are required
for performance then Landlord shall not be in default if Landlord commences
performance within such thirty (30) day period and thereafter diligently
pursues the same to completion.

                                  ARTICLE 18
                                   REMEDIES

     (a) In the event of a breach of or default under this Lease as provided
in Article 17 hereof or if Tenant abandons the Premises at any time during
the Term of this Lease, Landlord may, at Landlord's option and without
limiting Landlord in the exercise

                                     12.
<PAGE>

of any right or remedy Landlord may have on account of such default and
without any further demand or notice, terminate this Lease, re-enter the
Premises, with or without process of law, and remove all persons and property
therefrom, which property may be stored by Landlord at a warehouse or
elsewhere at the risk, expense and for the account of Tenant.

   (b)   If Landlord elects to terminate this Lease as provided in
subparagraph (a) above, Landlord shall be entitled to recover from Tenant the
aggregate of:

      (i)   The worth at the time of award of the unpaid rent and charges
equivalent to rent earned as of the date of termination hereof;

      (ii)  The worth at the time of award of the amount by which the unpaid
rent and charges equivalent to rent, which would have been after the date of
termination hereof until the time of award exceeds the amount of such rental
loss that Tenant proves could have been reasonably avoided;

      (iii) The worth at the time of award of the amount by which the unpaid
rent and charges equivalent to rent for the balance of the Term hereof after
the time of award exceeds the amount of such rental loss that Tenant proves
could have been reasonably avoided;

      (iv)  Any other amount necessary to compensate Landlord for the
detriment proximately caused by Tenant's failure to perform its obligations
under this Lease which, in the ordinary course of things, would be likely to
result therefrom; and

      (v)   Any other amount which Landlord may by law hereafter be permitted
to recover from Tenant to compensate Landlord for the detriment caused by
Tenant's default.

   For the purpose of this Article, the "TIME OF AWARD" shall mean the date
upon which the judgment in any action brought by Landlord against Tenant by
reason of such default is entered or such earlier date as the court may
determine, the "worth at the time of award" of the amounts referred to in
subparagraphs (i) and (ii) hereof shall be computed by allowing interest at
the rate of ten percent (10%) per annum and the "worth at the time of award"
of the amount referred to in subparagraph (iii) hereof shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of
San Francisco at the time of award plus one percent (1%).

   (c)   Nothing in this Article 18 shall be deemed to affect Landlord's
right to indemnification for liability or liabilities arising prior to the
termination of this Lease for personal injuries or property damage under the
indemnification clause or clauses contained in this Lease.

   (d)   Notwithstanding anything to the contrary set forth herein,
Landlord's re-entry to perform acts of maintenance or preservation of or in
connection with efforts to re-let the Premises or any portion thereof, or the
appointment of a receiver upon Landlord's initiative to protect Landlord's
interest under this Lease shall not terminate Tenant's right to possession of
the Premises or any portion thereof and, until Landlord does elect to
terminate this Lease, this Lease shall continue in full force and effect and
Landlord may enforce all of Landlord's rights and remedies hereunder,
including, without limitation, the right to recover from Tenant as it becomes
due hereunder all rent, additional rent and other charges required to be paid
by Tenant under the terms hereof.

   (e)   All rights, powers and remedies of Landlord hereunder, and under any
other agreement now or hereafter in force between Landlord and Tenant, shall
be cumulative and not alternative and shall be in addition to all rights,
powers and remedies given to

                                        13.

<PAGE>

Landlord by law, and the exercise of one or more rights or remedies shall not
impair Landlord's right to exercise any other right or remedy.

   (f)   To the fullest extent permitted by law, the avails of any re-letting
shall be applied:

         First, to pay to Landlord the costs and expenses of such re-letting
(including, without limitation, costs and expenses of retaking or
repossessing the Premises, removing persons and property therefrom, securing
new tenants, and, if Landlord shall maintain and operate the Premises, the
cost thereof) and necessary or reasonable alterations;

         Second, to the payment of any indebtedness of Tenant to Landlord
other than rent, additional rent and other sums due and unpaid hereunder; and

         Third, to the payment of rent, additional rent and other sums due
and unpaid hereunder, and the residue, if any, shall be held by Landlord and
applied to payment of other or future obligations of Tenant to Landlord as
the same become due and payable.

                                    ARTICLE 19
                              RULES AND REGULATIONS

   Tenant shall observe faithfully and comply strictly with the Rules and
Regulations attached to this Lease and made a part hereof, and such other
rules and regulations as Landlord may from time to time reasonably adopt for
the safety, care and cleanliness of the Building or the Property, the
facilities thereof, or the preservation of good order therein.  Landlord
shall not be liable to Tenant for violation of any such Rules and
Regulations, or for the breach of any covenant or condition in any lease by
any other tenant in the Building.

                                    ARTICLE 20
                                  APPLICABLE LAW

   This Lease shall be governed by and construed in accordance with the laws
of the State of California.

                                    ARTICLE 21
                               SURRENDER OF PREMISES

   At the termination of this Lease, Tenant shall surrender the Premises to
Landlord in as good condition and repair as reasonable and proper use thereof
will permit.  If not then in default hereunder, Tenant shall have the right,
at the end of the term of this Lease, to remove any equipment, furniture,
trade fixtures or other personal property (other that carpeting, floor
coverings, wall coverings, drapes, lighting and hardware fixtures) placed in
the Premises by Tenant, but not physically attached thereto, provided that
Tenant promptly repair any damage to the Premises caused by such removal.

                                    ARTICLE 22
                                QUIET POSSESSION

   Upon Tenant's paying the rent, additional rent and other sums provided
hereunder and observing and performing all of the covenants, conditions and
provisions on Tenant's part to be observed and performed hereunder, Tenant
shall have quiet possession of the Premises for the entire term hereof,
subject to all of the provisions of this Lease.

                                    ARTICLE 23
                               SUCCESSORS AND ASSIGNS

   All of the covenants, conditions and provisions of this Lease shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, personal representatives,

                                        14.
<PAGE>

successors and assigns, subject at all times, however, to all agreements and
restrictions herein contained with respect to assignment, subleasing and
hypothecation.

                                 ARTICLE 24
                                  NOTICES

   Any notice required or permitted to be given hereunder shall be in writing
and may be given by personal service or by mail, and if given by mail, shall
be deemed sufficiently given if sent by registered or certified mail,
addressed to Tenant at the Premises or the Landlord at the address of the
place from time to time established for the payment of rent. Either party
may by notice to the other specify a different address for notice purposes,
except that, upon Tenant's taking possession of the Premises, the Premises
shall constitute Tenant's address for notice purposes. A copy of all
notices to be given to Landlord hereunder shall be concurrently transmitted
by Tenant to such party hereafter designated by notice from Landlord to
Tenant.

                                 ARTICLE 25
                           WAIVERS OF SUBROGATION

   Each of the parties hereto hereby waives any and all rights to recovery
against the other or against any other tenant or occupant of the Building, or
against the officers, employees, agents, representatives, customers or
business visitors of such other party or of such other tenant or occupant of
the Building, for loss of or damage to such waiving party or its property or
the property of others under its control arising from any cause insured
against under the standard form of fire insurance policy with all permissible
extensions and endorsements covering additional perils or under any other
policy of insurance carried by such waiving party in lieu thereof. Such
waiver shall be effective only so long as the same is permitted by each
party's insurance carrier without payment of an additional premium.

                                 ARTICLE 26
                                  BROKERS

   In connection with this Lease, Tenant warrants and represents that it has
had no dealings with any brokers and that it knows of no other person who is
or might be entitled to a commission, finder's fee or other like payment in
connection herewith and does hereby indemnify and agree to hold Landlord
harmless from and against any and all loss, liability and expense that
Landlord may incur should such warranty and representation prove incorrect.

                                 ARTICLE 27
                                   WAIVER

   No waiver by Landlord of any provision of this Lease shall be deemed to be
a waiver of any other provision hereof or of any subsequent breach by
Tenant of the same or any other provision. Landlord's consent to or approval
of any act by Tenant requiring Landlord's consent or approval shall not be
deemed to render unnecessary the obtaining of Landlord's consent to or
approval of any subsequent act of Tenant, whether or not similar to the act
so consented to or approved. No act or thing done by Landlord or Landlord's
agents during the Term of this Lease shall be deemed an acceptance of a
surrender of the Premises, and no agreement to accept such surrender shall be
valid unless in writing and signed by Landlord. No employee of Landlord or
of Landlord's agents shall have any power to accept the keys to the Premises
prior to the termination of this Lease, and the delivery of the keys to any
such employee shall not operate as a termination of the lease or a surrender
of the Premises. If Tenant at any time desire to have Landlord sublet, or
attempt to sublet, the Premises for Tenant's account, Landlord or Landlord's
agents are authorized to receive said keys for such purposes without
releasing Tenant from any of the obligations under this Lease, and Tenant
hereby re-


                                     15.

<PAGE>

lieves Landlord of any liability for loss or damage to any of Tenant's
effects in connection with such subletting or attempted subletting.

                                 ARTICLE 28
                         TENANT ESTOPPEL CERTIFICATE

   Tenant shall, at any time and from time to time, upon not less than ten
(10) days' prior written notice from Landlord, execute, acknowledge and
deliver to Landlord a statement in writing certifying that this Lease is
unmodified and in full force and effect (or, if modified, stating the nature
of such modification and certifying that this Lease, as modified, is in full
force and effect), the dates to which the rental and other charges are paid
in advance, if any, and the amount of Tenant's security deposit, if any, and
acknowledging that there are not, to Tenant's knowledge, any uncured
defaults on the part of Landlord hereunder, and no events or conditions then
in existence which, with the passage of time or notice, or both, would
constitute a default on the part of Landlord hereunder, or specifying such
defaults, events or conditions, if any are claimed. It is expressly
understood and agreed that any such statement may be relied upon by any
prospective purchaser or encumbrancer of all or any portion of the Property.
Tenant's failure upon Landlord's reasonable request to deliver such statement
within such time shall, at the option of Landlord, constitute a default under
this Lease.

                                 ARTICLE 29
                      INTEREST ON PAST DUE OBLIGATIONS

   Any amount due from Tenant to Landlord hereunder which is not paid when
due shall bear interest at the rate of ten percent (10%) per annum from the
due date until paid, unless otherwise specifically provided herein, but the
payment of such interest shall not excuse or cure any default by Tenant under
this Lease.

                                 ARTICLE 30
                           LIABILITY OF LANDLORD

   In the event of any transfer or transfers of Landlord's interest in the
Premises, other than a transfer for security purposes only, the transferor
shall be automatically relieved of any and all obligations and liabilities on
the part of the Landlord accruing from and after the date of such transfer;
provided, however, that any funds in the hands of Landlord at the time of
such transfer in which Tenant has an interest shall be turned over to the
transferee and any amount then due and payable to Tenant by Landlord under
any provisions of this Lease shall be paid to Tenant, it being intended
hereby that the covenants and obligations contained in this Lease on the part
of Landlord shall, subject as aforesaid, be binding on Landlord, its
successors and assigns, only during and in respect of their respective
successive periods of ownership. Tenant agrees to look solely to Landlord's
estate and interest in the Property, the Building and the Premises (or the
proceeds thereof) for the satisfaction of any remedy of Tenant for the
collection of a judgment (or other judicial process) requiring the payment of
money by Landlord in the event of any default by Landlord hereunder, and no
other property or assets of Landlord shall be subject to levy, execution of
other enforcement procedure for the satisfaction of Tenant's remedies under
or with respect to this Lease, the relationship of Landlord and Tenant
hereunder, or Tenant's use or occupancy of the Premises.

                                 ARTICLE 31
                            INABILITY TO PERFORM

   This Lease and the obligations of Tenant hereunder shall not be affected
or impaired because Landlord is unable to fulfill any of its obligations
hereunder or is delayed in doing so, if such inability or delay is caused by
reason of unavailability of mate-


                                     16.

<PAGE>

rials, strike or other labor troubles or any other cause beyond the
reasonable control of Landlord. If Landlord is unable to give possession of
the Premises to Tenant as provided for under Article 1 hereof within one (1)
year after the Commencement Date, this Lease shall automatically terminate,
and Landlord shall not, by reason thereof, be subject to any liability,
except that Landlord shall return to Tenant all monies which Landlord has
theretofore received from Tenant as prepaid rent or as a security deposit.
For the purposes of Article 1 of this Lease, the Premises shall be deemed
ready for occupancy when Landlord has substantially completed construction of
Landlord's Standard Installation as provided in Article 38 hereof and the
building services to be provided by Landlord as set forth in Article 9 of
this Lease are available to the Premises. Landlord shall not be deemed to be
in default in the performance of any obligation required to be performed by
it hereunder, unless and until it has failed to perform such obligation
within thirty (30) days after written notice by Tenant to Landlord specifying
wherein Landlord has failed to perform such obligation; provided, however,
that if the nature of Landlord's obligation is such that more than thirty
(30) days are required for its performance, then Landlord shall not be deemed
to be in default if it shall commence such performance within such thirty
(30)-day period and thereafter delinquently prosecute the same to completion.

                                 ARTICLE 32
                                SEVERABILITY

   Any provision of this Lease which shall prove to be invalid, void or
illegal shall in no way affect, impair or invalidate any other provision
hereof and such other provisions shall remain of full force and effect.

                                 ARTICLE 33
                              ATTORNEYS' FEES

   In the event of any litigation between Tenant and Landlord to enforce any
provision of this Lease or any right of either party hereto, the unsuccessful
party in such litigation shall pay to the successful party all costs and
expenses, including attorneys' fees, incurred therein by the successful
party. If either party hereto without fault is made a party to any litigation
instituted by or against the other party to this Lease, such other party
shall indemnify the party who without fault has been made a party to such
litigation against and save it harmless from all costs and expenses,
including reasonable attorneys' fees, incurred by it in connection therewith.

                                 ARTICLE 34
                               TIME OF ESSENCE

   Each of Tenant's covenants herein is a condition and time is of the
essence with respect to the performance of every provision of this Lease and
the strict performance of each shall be a condition precedent to Tenant's
right to remain in possession of the Premises or to have this Lease continue
in effect.

                                 ARTICLE 35
                                  HEADINGS

   The article headings contained in this Lease are for convenience only and
do not in any way limit or amplify any term or provision hereof.

                                 ARTICLE 36
                             LANDLORD AND TENANT

   The terms "Landlord" and "Tenant" as used herein shall include the plural
as well as the singular, the neuter shall include the masculine and feminine
genders and the obligations herein imposed upon Tenant shall be joint and
several as to each


                                     17.

<PAGE>

of the persons, firms or corporations of which Tenant may be composed.

                                 ARTICLE 37
                              ENTIRE AGREEMENT

   This Lease and the exhibits and any rider attached hereto constitute the
entire agreement between the parties hereto with respect to the subject
matter hereof, and no prior agreement or understanding pertaining to any such
matter shall be effective for any purpose. No provision of this Lease may be
amended or supplemented, except by an agreement in writing signed by the
parties hereto or their successors in interest.

                                 ARTICLE 38
                          CONSTRUCTION OF PREMISES

   Landlord agrees to cause the Premises to be completed in accordance with
the plans, specifications and agreements approved by both parties on the
terms, conditions and provisions set forth in the Agreement for Completion of
Premises attached hereto as Exhibit "B", and Tenant agrees to perform each
and all of its covenants, agreements and obligations at the time and in the
manner therein provided.

                                 ARTICLE 39
                                RESERVED AREA

   Tenant hereby acknowledges and agrees that the exterior walls of the
Premises and the area between the finished ceiling of the Premises and the
slab of the floor of the Building thereabove have not been demised hereby and
the use thereof together with the right to install, maintain, use, repair and
replace pipes, ducts, conduits and wires leading through, under or above the
Premises in locations which will not materially interfere with Tenant's use
of the Premises and serving other parts of the Building are hereby excepted
and reserved unto Landlord. Tenant is specifically prohibited from placing
any sign on the exterior of the Building. Tenant's lease of the Premises does
not include any air rights or subsurface rights related to the Premises,
Building or Common Areas.

                                 ARTICLE 40
                           [Intentionally Omitted]


                                 ARTICLE 41
                                 NO OPTION

   The submission of this Lease by Landlord, its agent or representative, for
examination or execution by Tenant does not constitute an option or offer to
lease the Premises upon the terms and conditions contained herein or a
reservation of the Premises in favor of Tenant, it being intended hereby that
this Lease shall only become effective upon the execution hereof by Landlord
and delivery of a fully executed counterpart hereof to Tenant.

                                 ARTICLE 42
                            USE OF BUILDING NAME

   Tenant shall not be allowed to use the name, picture or representation of
the Building, or words to that effect, in connection with any business
carried on in the Premises or otherwise (except as Tenant's address) without
the prior written consent of Landlord.

                                 ARTICLE 43
                PAYMENT OF INITIAL RENT AND SECURITY DEPOSIT

   Notwithstanding anything to the contrary contained in this Lease, the
first month's rent, as provided in Article 2(a) hereof, and the security
deposit, as provided in Article 3 hereof,


                                     18.

<PAGE>

shall be paid to Landlord concurrently with the execution of this Lease.

                                 ARTICLE 44
                             TENANT IMPROVEMENTS

   Any alterations, additions or improvements to be installed by Tenant, its
contractors or agents at any time prior to or during the Term of this Lease,
shall only be done in compliance with the following:

         (a) No such work shall proceed without Landlord's prior written
approval of (i) Tenant's contractor; (ii) certificates of insurance from a
company or companies approved by Landlord, furnished to Landlord by tenant's
contractor, for public liability and automobile liability and property damage
insurance with limits of not less than $100,000.00/$300,000.00/$50,000.00,
endorsed to show Landlord as an additional insured and for workmen's
compensation as required; and (iii) detailed plans and specifications for
such work in accordance with the terms set forth in Exhibit B.

         (b) All such work shall be done in conformity with a valid building
permit or other permits or licenses when and where required, copies of which
shall be furnished to Landlord before the work is commenced, and any work not
acceptable to any governmental authority or agency having or exercising
jurisdiction over such work, or not reasonably satisfactory to Landlord,
shall be promptly replaced at Tenant's expense. Notwithstanding any failure
by Landlord to object to any such work, Landlord shall have no responsibility
therefor.

         (c) All work by Tenant, its contractors or agents shall be scheduled
through Landlord and Tenant shall pay to Landlord on demand an amount equal
to Landlord's reasonable overhead and expenses for plan review,
coordination, scheduling and supervision thereof as reasonably determined by
Landlord.

         (d) Tenant shall reimburse Landlord for any extra expense incurred
by Landlord by reason of faulty work done by Tenant or its contractors, or by
reason of delays caused by such work, or by reason of inadequate cleanup.

         (e) All such work shall be done with union labor in accordance with
any applicable master or other labor agreement.

         (f) Tenant or its contractors will in no event be allowed to
install plumbing, mechanical, electrical wiring or fixtures, acoustical or
integrated ceilings, or partitions over five feet, ten inches (5'10") in
height, unless approved in writing by Landlord.

         (g) All data processing, Xerox, copying and other special electrical
equipment shall have a separate duplex outlet and shall be installed only
under the supervision of Landlord or its electrical contractor and Tenant
shall pay any additional costs on account of any increased support to the
floor load necessary therefor or for any other equipment.

         (h) Landlord will permit Tenant and its agents to enter the
Premises prior to the Commencement Date in order that Tenant may perform
through its own contractors in accordance with the provisions hereof such
other work and decorations as Tenant may desire at the same time that
Landlord's contractors are working in the Premises. The foregoing license to
enter the Premises is granted to Tenant's workmen and mechanics to work in
harmony and not interfere with the labor employed by Landlord, Landlord's
mechanics or contractors, or by any other tenant or their contractors and in
compliance with all rules and regulations of the Building as Landlord shall
from time to time establish. If at any time such entry shall cause disharmony
or interference therewith, this license may be withdrawn by Landlord upon
forty-eight


                                     19.



<PAGE>

(48) hours, written notice to Tenant.  Such entry shall be deemed to be under
all of the terms, covenants, provisions, and conditions of the lease, except
as to the convenant to pay rent or except as otherwise expressly provided
for herein.  Landlord shall not be liable in any way for injury, loss or
damage which may occur to any of Tenant's decorations or installations so
made prior to the Commencement Date, except due to Landlord's or its agents',
representatives' or employees' gross negligence or willful misconduct, the
same being solely at Tenant's risk.

                                    ARTICLE 45
                                  CPI ADJUSTMENT

     Notwithstanding anything set forth in Article 2(a) of the lease, Tenant
hereby agrees that commencing January 1, 1988 and on each January 1 during
the remainder of the Term hereof (the  "ADJUSTMENT DATE"), the monthly rental
in Article 2(a) hereof (as previously adjusted pursuant to this Article 45)
shall be increased by the percentage of increase, if any, shown by the
"Consumer Price Index - for the U.S. and Selected Areas for Urban Wage
Earners and Clerical Workers, All Items" published by the U.S. Department of
Labor, Bureau of Labor Statistics in the geographical area in which the
Premises are located, for the month which immediately precedes the Adjustment
Date as compared with the Index for the month which immediately precedes the
immediately preceding year's Adjustment Date, or with respect to the first
adjustment, the Commencement Date of this Lease; provided, however, that such
increase shall be limited to 4% of the monthly rental for the month which
immediately precedes the Adjustment Date.  The amount of such increase in the
monthly rental shall be calculated by Landlord after the U.S. Department of
Labor publishes the statistics upon which the amount of the increase is to be
based.  Upon its calculation thereof, Landlord shall give written notice of
the amount of the increase multiplied by the number of installments of rent
due hereunder since such Adjustment Date, and Tenant shall pay such amount
together with the monthly rent next becoming due hereunder and shall
thereafter pay the monthly rent due hereunder at such increased rate.  The
failure of Landlord to make the calculations required hereunder promptly
shall not be deemed a waiver of Landlord's right to adjust the monthly rental
due hereunder, nor shall it affect the obligations of Tenant to pay such
increased monthly rental.  If the Bureau of Labor Statistics ceases to use
the 1967 average of 100 as the basis of calculation for the Consumer Price
Index or if a substantial change is made in the items or number of items
contained in the Consumer Price Index, then the Consumer Price Index shall be
adjusted to that figure that would have been arrived at had the change in the
manner of computing a similar price index been in effect at the date of this
Lease.  If, at the time required for the determination of the amount of any
increase in monthly rent payable under this Lease, said Consumer Price Index
is no longer published or issued, a reliable governmental or other
non-partisan publication evaluating the information theretofore used in
determining said Consumer Price Index shall be used.

                                ARTICLE 46
                             TRANSFER BY TENANT

     Notwithstanding anything set forth in Article 13 hereof, it shall be a
condition to Landlord's consent to any subleasing, assignment or other
transfer of part or all of Tenant's interest in the Premises (hereinafter
referred to as a "TRANSFER") that (i) Tenant shall be required to pay
Landlord's reasonable attorneys' fees and other costs incurred in connection
with the review and execution thereof; (ii) upon Landlord's consent to any
Transfer, the basic rent, as to that portion under Article 2(a) hereof, shall
be readjusted to the then prevailing rental rate, provided, however, in no
event shall such rate be less than the amount set forth in Article 2(a)
hereof, subject to increase or decrease pursuant to Article 2(b), as of the
effective date of such Transfer; (iii) any sublessee of part or all of
Tenant's


                                    20.

<PAGE>

interest in the Premises shall agree that in the event Landlord gives
such sublessee notice that Tenant is in default under this Lease, such
sublessee shall thereafter make all sublease or other payments directly to
Landlord, which payments will be received by Landlord without any liability
whether to honor the sublease or otherwise (except to credit such payments
against sums due under this Lease), and any sublessee shall agree to attorn
to Landlord or its successors and assigns at their request should this Lease
be terminated for any reason, except that in no event shall Landlord or its
successors or assigns be obligated to accept such attornment; (iv) any such
Transfer and consent shall be effected on forms, supplied or approved by
Landlord and/or its legal counsel; (v) any assignee or sublessee possesses
the net worth deemed reasonably sufficient by Landlord to enable such party
to meet the financial obligations under this Lease; (vi) any assignee or
sublessee possesses the reputation and stature in the local business
community (as reasonably determined by Landlord in its sole discretion) of
other tenants of the Building; and (vii) Landlord may require that Tenant not
then be in default hereunder in any respect.  If such transfer pertains to a
portion of the Premises only, the basic rent under Article 2(a) for such
portion adjusted to the prevailing rental rate shall be computed on the
assumption that Tenant's rental and other sums due hereunder are allocable on a
pro rata, per square foot basis.  Tenant hereby agrees and acknowledges that
the above conditions imposed upon the granting of Landlord's consent to any
proposed sublease, assignment or other transfer by Tenant are an articulation
of the standard of reasonableness of such consent and Landlord's imposition
of such conditions shall under no circumstances impair or limit Landlord's
rights and remedies under California Civil Code Section 1951.4 or any related,
successor or similar provision of law.

                             ARTICLE 47
                                AS-IS

     Except as provided in Article 7, Tenant hereby agrees that the Premises
shall be taken "as-is" and "with all faults", and Tenant hereby agrees and
warrants that it has inspected the condition of the Premises and the
suitability of same for Tenant's purposes, and Tenant does hereby waive and
disclaim any obligation to, cause of action based upon, or claim that its
obligations hereunder should be reduced or limited because of the condition of
the Premises or the suitability of same for Tenant's purposes.

                             ARTICLE 48
                            COMMON AREAS

     The term "Common Areas" is defined as all areas and facilities outside the
Premises and within the exterior boundary line of the Building that are
provided and designated by Landlord from time to time for the general,
non-exclusive use of the Landlord, Tenant and other tenants of the Building
and their respective employees, suppliers, shippers, customers and invitees,
including but not limited to common entrances, lobbies, corridors, stairways
and stairwells, public restrooms, elevators, escalators, parking areas to the
extent not otherwise prohibited by this Lease, loading and unloading areas,
trash areas, roadways, sidewalks, walkways, parkways, ramps, driveways,
landscape areas and decorative walls.  Tenant agrees to abide by and conform
to the Rules and Regulations attached hereto and to cause its employees,
suppliers, shippers, customers and invitees to so abide and conform.
Landlord shall have the right, in Landlord's sole discretion, from time to
time:

     (a)  to make changes to the Building interior and exterior and the Common
Areas, including without limitation, changes in the location, size, shape,
number and appearance thereof, including but not limited to lobbies, windows,
stairways, airshafts, elevators, restrooms, escalators, driveways,
entrances, parking spaces, parking areas, loading and unloading areas,
ingress, egress, direction of traffic, decorative walls, landscaped areas


                                  21.

<PAGE>

and walkways; provided, however, Landlord shall at all times provide the
parking facilities required by applicable law;

     (b)  to close temporarily any of the Common Areas for maintenance
purposes so long as reasonable access to the Premises remains available;

     (c)  to designate other land and improvements outside the boundaries of
the Building to be a part of the Common Areas, provided that such other land
and improvements have a reasonable and functional relationship to the
Building;

     (d)  to add additional buildings and improvements to the Common Areas;

     (e)  to use the Common Areas while engaged in making additional
improvements, repairs and alterations in the Building, or any portion thereof;

     (f)  to do and perform such other acts and make such other changes in,
to or with respect to Common Areas and Building as Landlord may, in the
exercise of sound business judgment, deem to be appropriate.

                                ARTICLE 49
                            BUILDING SECURITY

     Tenant hereby acknowledges that Landlord shall have no obligation
whatsoever to provide guard service or other security measures for the
benefit of the Premises or the Building.  Tenant assumes all responsibility
for the protection of Tenant, its agents and invitees and the property of
Tenant and of Tenant's agents and invitees from acts of third parties.
Nothing herein contained shall prevent Landlord, at Landlord's sole option,
from providing security protection for the Building or any part thereof, in
which event the cost thereof shall be included within the definition of
Operating Costs, as set forth in paragraph 2(c)(ii).

                            ARTICLE 50
                            EASEMENTS

     Landlord reserves to itself the right, from time to time, to grant such
easements, rights and dedications that Landlord deems necessary or desirable
and to cause the recordation of parcel maps and restrictions, so long as such
easements, rights, dedications, Maps and restrictions do not unreasonably
interfere with the use of the Premises by Tenant.  Tenant shall sign any of
the aforementioned documents upon request of Landlord and failure to do so
shall constitute a material default of this Lease by Tenant without the need
for further notice to Tenant.  The obstruction of Tenant's view, air or light
by any structure erected in the vicinity of the Building, whether by Landlord
or third parties, shall in no way affect this Lease or impose any liability
upon Landlord.


                            ARTICLE 51
                             AUTHORITY


     If Tenant is a corporation, trust or general or limited partnership,
Tenant, and each individual executing this Lease on behalf of such entity,
represent and warrant that such individual is duly authorized to execute and
deliver this Lease on behalf of said entity.  If Tenant is a corporation,
trust or partnership, Tenant shall, within thirty (30) days after execution
of this Lease, deliver to Landlord evidence of such authority satisfactory to
Landlord.


                                 22.

<PAGE>

                             ARTICLE 52
                          VEHICLE PARKING


     So long as Tenant is not in default, and subject to the rules and
regulations attached hereto, and as established by Landlord from time to
time, Tenant shall be entitled to rent and use ten parking spaces in the
Building parking area at the monthly rate of $65 per month for unreserved
parking and $85 per month for reserved parking for the first year of the
Term, and then at the monthly rate applicable from time to time for monthly
parking as set by Landlord and/or its licensee based upon the prevailing
market rate per month for other similar office buildings located within the
Beverly Hills, West Hollywood areas.  If Tenant commits, permits or allows
any of the prohibited activities described in the Lease or the rules then in
effect, then Landlord shall have the right, without notice, in addition to
such other rights and remedies that it may have, to remove or tow away the
vehicle involved and charge the cost to Tenant, which cost shall be
immediately payable upon demand by Landlord.

     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as
of the day and year first above written.

                                 "LANDLORD"

                                 CAROLCO PICTURES INC.,
                                 a Delaware corporation


                                 By: /s/ Warren Braverman
                                     __________________________
                                       Its CFO


                                "TENANT"

                                OVERSEAS FILM GROUP, INC.,
                                a Delaware corporation

                                By:  /s/ Ellen Little
                                     --------------------------
                                       Its President


                                     /s/ Ellen Little
                                     --------------------------
                                     Ellen Little










                                      23.

<PAGE>

                                  CAROLCO PICTURES INC.
                                  8800 SUNSET BOULEVARD
                                       SEVENTH FLOOR
                               LOS ANGELES, CALIFORNIA 90069


                                    September 15, 1987



Ellen and Robert Little
Overseas Film Group, Inc.
Hollywood Center Studios
1040 N. Las Palmas Ave., Bldg. 5
Los Angeles, California 90038

   Re:  AMENDMENT NO. 1 TO CAROLCO/
        OVERSEAS FILM GROUP, INC. OFFICE LEASE

Dear Ellen and Robert:

   When executed by you, this Letter Agreement shall amend that certain lease
dated April 21, 1987 ("Lease") made and entered into between Carolco Pictures
Inc., a Delaware corporation ("Landlord") and Overseas Film Group, Inc., a
Delaware corporation ("Tenant").  Landlord and Tenant hereby modify paragraph
2 of the introduction to the Lease, paragraph (a) of Article 2 of the Lease
and Exhibit A to the Lease as follows:

   That portion of the second paragraph of the Lease, third line, which
currently reads:

      ". . . the 3rd floor, containing approximately 3,637 rentable square
      feet and located on the west side and adjoining one third portion of the
      north side of such third floor . . ."

is hereby amended to read as follows:

      ". . . the 3rd floor which contains 3,729 rentable square feet and 3,198
      usable square feet and located on the west side and adjoining one third
      portion of the north side of such third floor."

   Any reference in the Lease to rentable or usable square feet shall refer
to the figures set forth in this Letter Agreement.

                                     -1-


<PAGE>

    That portion of Article 2(a), fourth line, which currently reads:

          ". . . $1.70 per rentable square foot per month for a total monthly
          rent of Six Thousand One Hundred Eighty Three Dollars ($6,183), . . ."

    is hereby amended to read as follows:

          ". . . $1.70 per rentable square foot per month for a total monthly
          rental of Six Thousand Three Hundred Thirty Nine Dollars ($6,339),
          . . ."

    That portion of Article 2(b), ninth line, which currently reads:

          ". . . as the case may be, by 5.13 percent (.0513%) (hereinafter
          referred to as "TENANT'S PROPORTIONATE SHARE") . . ."

    is hereby amended to read as follows:

          ". . . as the case may be, by 5.26 percent (.0526%) (hereinafter
          referred to as "TENANT'S PROPORTIONATE SHARE") . . ."

          Exhibit A attached to the Lease is hereby deleted in its entirety
    and replaced with a new Exhibit A which is attached hereto and hereby
    incorporated into the Lease by reference.

          Except as hereby amended, the Lease shall remain in full force and
    effect.


















                                     -2-
<PAGE>

          As we are sure these modifications are acceptable to you, please
    execute the enclosed copy of this Letter Agreement where set forth below and
    return one fully executed copy to us as soon as possible.  If you have any
    questions, please do not hesitate to contact us.

                                              Very truly yours,

                                            CAROLCO PICTURES INC.,
                                            a Delaware corporation

                                            By:  /s/ Warren Braverman
                                                 --------------------
                                                Its  E.V.P.
                                                    ------------------

Agreed and Accepted this
___ day of September, 1987.

OVERSEAS FILM GROUP, INC.
a Delaware corporation

By: /s/ Robert Little
    --------------------
    Its
        ----------------


















                                    -3-

<PAGE>

                              AMENDMENT TO LEASE

         This Amendment to Lease is entered into as of July 16, 1992, by and
between Carolco Pictures, Inc., a Delaware corporation (the "Landlord"), and
Overseas Film Group, Inc., a Delaware corporation (the "Tenant").  This
Amendment is made with reference to the following facts and objectives:

         A.     Landlord, Tenant and Ellen Little are parties to that certain
Office Lease dated April 21, 1987 (as previously amended, the "Lease") relating
to certain premises consisting of approximately 3,637 square feet (the
"Original Premises") located in the building commonly known as 8800 Sunset
Boulevard, Hollywood, California (the "Building") and outlined on Exhibit "A"
attached to the Lease.

         B.     The term of the Lease commenced on October 1, 1987, and is
scheduled to expire on September 30, 1992 (the "Original Expiration Date").

         C.     The parties hereto desire to amend the Lease in certain
respects as hereinafter set forth.

         NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, the parties hereto agree as follows:

         1.     The term of the Lease is hereby extended for five years, so
that it shall now expire on September 30, 1997.

         2.     The leasehold premises are hereby increased in size so that in
addition to the Original Premises outlined on Exhibit "A" to the Lease, they
shall also include the approximately 3,000 rentable square feet of space
(the "New Premises") located on the south side of the Building and outlined
on the plan attached to this Amendment as Exhibit "I".  From and after the date
of this Amendment the term "Premises", as used herein and in the Lease, shall
mean both the Original Premises and the New Premises.

         3.     Effective as of the earlier of (i) October 1, 1992, or (ii)
the date on which Tenant completes the preparation of the New Premises for
its occupancy as contemplated by Paragraph 8 hereof, the monthly rental payable
by Tenant under the Lease shall be increased from the current amount to the
total amount of Ten Thousand Dollars.

         4.     For each "Comparison Year" (as defined in Paragraph (b) of
Article 2 of the Lease) ending after the Original Expiration Date, "Tenant's
Proportionate Share", as originally defined in said Paragraph (b), shall be
9.49 percent.

         5.     The monthly rental established in Paragraph 3 of this
Amendment shall be subject to CPI Adjustments on each January 1 during the
extended term of the Lease, commencing on January 1, 1994, all in accordance
with the provisions of Article 45 of the Lease.

<PAGE>

         6.     Article 52 of the Lease is hereby amended to permit Tenant, at
any time and from time to time, to rent and use up to twenty-two parking spaces
in the Building parking area, on the terms and subject to the conditions set
forth in said Article 52.

         7.     Tenant acknowledges that it is leasing the New Premises on an
"as-is" basis.  Landlord agrees that the New Premises include all furniture,
cabinets and fixtures currently located therein; provided, however, that the
New Premises shall not include any audio visual equipment, computer equipment
or telecommunications equipment of Landlord currently located in said New
Premises, all of which shall be immediately removed by Landlord.

         8.      Landlord acknowledges that Tenant intends to make alterations
to the New Premises to tie it into the Original Premises, including but not
limited to removing the wall which currently separates the New Premises from
the Original Premises, constructing new walls and reconfiguring offices within
the New Premises, and carpeting and painting the New Premises.  Tenant agrees
that it will promptly undertake such work and Landlord hereby consents thereto.

         9.      From and after the Original Expiration Date, Ellen Little shall
no longer be considered a Tenant under the Lease, and shall have no further
liability with respect thereto.

         10.    In the event Landlord fails to perform any of its obligations
under the Lease, and such failure continues for thirty days after written
notice thereof from Tenant, Tenant shall have the option (but not the
obligation) to cure such default, in which event Tenant shall further be
entitled to offset all amounts expended in curing such default against future
rental or other amounts due to Landlord under the Lease.

         11.    Promptly after the execution of this Amendment, Landlord
shall use its best efforts to obtain (i) a consent to this Amendment from its
lender, the Equitable Life Assurance Society of the United States,
and (ii) a recognition and nondisturbance agreement in favor of,
and in form reasonably acceptable to, Tenant, from any other
lenders having liens on the Building.  In the event Landlord fails
to deliver either of such items to Tenant within 30 days of the
date of this Amendment, Tenant shall have the right and option to
terminate this Lease by sending written notice to Landlord at any
time prior to Tenant's receipt of said items.

         12.    If at any time during the term of this Lease, as extended by
this Amendment, any additional space on the third floor of the Building
becomes available for lease, Landlord shall offer the same to Tenant at the
same per square foot rental rate as then being paid by Tenant hereunder.
Landlord shall have no right to lease any space on the third floor of the
Building to any other person or entity unless Tenant fails to accept such
offer to lease said space within 30 days after Tenant's receipt of written
notice of its availability.  In the event Landlord is then unsuccessful in
leasing said space for a period of six months, Landlord shall again offer the
space to Tenant.

                                       2

<PAGE>

         13.    Tenant shall have the right and option to extend the term of
this Lease for an additional five year period by giving written notice to
Landlord at least six months prior to the Lease expiration date. The rental
rate for the extended term shall be the fair market rental value (but
without reference to any improvements made to the Premises by Tenant) as
agreed upon by Landlord and Tenant.  In the event Landlord and Tenant are
unable to agree upon fair market rental value, the same shall be determined
by arbitration to be conducted in accordance with the rules of the American
Arbitration Association.

         14.    Except as herein set forth, the Lease shall remain unchanged
and in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment
to Lease as of the day and year first above written.

LANDLORD:                                   TENANT:

Carolco Pictures, Inc., a                   Overseas Film Group, Inc., a
Delaware corporation                        Delaware corporation

By: /s/ Robert Goldsmith                    By: /s/ William F. Lischak
    --------------------                        ----------------------

Title: Senior V.P.                          Title: COO/CFO
       -----------------                           -----------------




                                       3
<PAGE>
                              AMENDMENT TO LEASE

     This Amendment to Lease is entered into as of January 1, 1995 (the "1995
Amendment") by and between Carolco Pictures Inc., a Delaware corporation (the
"Landlord"), and Overseas Film Group, Inc., a Delaware corporation (the
"Tenant").  This Amendment is made with reference to the following facts and
objectives:

     A.      Landlord and Tenant are parties to that certain Office Lease
dated April 21, 1987 (the "1987 Lease") relating to certain premises
consisting of approximately 3,637 square feet (the "Original Premises")
located in the building commonly known as 8800 Sunset Boulevard, Hollywood,
California (the "Building") and outlined in Exhibit "A" attached to the 1987
Lease.

     B.     Landlord and Tenant are parties to that certain Amendment to
Lease dated as of July 16, 1992 (the "1992 Amendment") relating to, among
other things, the increase in size of the leasehold premises by approximately
3,000 square feet (the "New Premises") as outlined on Exhibit "I" to the 1992
Amendment.

     C.     From and after the date of this 1995 Amendment, the term "Lease,"
as used herein and in the 1987 Lease and the 1992 Amendment, shall mean the
1987 Lease, the 1992 Amendment and the 1995 Amendment.  Capitalized terms not
otherwise defined herein shall have the meaning ascribed to them in the Lease.

     D.     The parties hereto desire to amend the Lease in certain respects
as hereinafter set forth.

     NOW, THEREFORE, for good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree as follows:

     1.     The leasehold premises are hereby increased in size so that in
addition to the Original Premises outlined on Exhibit "A" to the 1987 Lease
and the New Premises outlined on Exhibit "I" to the 1992 Amendment, they
shall also include the approximately 1,176 rentable square feet of space (the
"1995 New Premises") outlined on the plan attached to this 1995 Amendment as
Exhibit "I."  From and after the date of this 1995 Amendment, the term
"Premises," as used herein and in the Lease, shall mean the Original
Premises, the New Premises and the 1995 New Premises.

     2.     Effective as of date first written above, the monthly rental
payable by Tenant under the Lease shall be increased from the current amount
to the total amount of Twelve Thousand One Hundred Dollars, which amount
includes the January 1, 1995 CPI Adjustment (as provided in Article 45 of the
Lease) relating to the Original Premises and the New Premises.

     3.     For each "Comparison Year" (as defined in Paragraph (b) of
Article 2 of the Lease) ending after the Original Expiration Date, "Tenant's
Proportionate Share," as originally defined in said Paragraph (b), shall be
11.02 percent.

<PAGE>

     4.     The monthly rental established in Paragraph 2 of this 1995
Amendment shall be subject to CPI Adjustment on each January 1 during the
term of the Lease, commencing on January 1, 1996, all in accordance with the
provisions of Article 45 of the Lease.

     5.     Tenant acknowledges that it is leasing the 1995 Premises on an
"as-is" basis.  Landlord agrees that the 1995 Premises include all
furniture, cabinets and fixtures currently located therein; provided,
however, that the 1995 Premises shall not include any audio visual equipment,
computer equipment or telecommunications equipment of Landlord currently
located in said 1995 Premises, all of which shall be immediately removed by
Landlord.

     6.     Promptly after execution of this Amendment, Landlord shall use
its best efforts to obtain (i) a consent to this 1995 Amendment from its
lender, the Equitable Life Assurance Society of the United States and (ii) a
recognition and non-disturbance agreement in favor of, and in form reasonably
acceptable to, Tenant, from any other lenders having liens on the Building.
In the event Landlord fails to deliver either of such items to Tenant within
90 days of the date of this 1995 Amendment, Tenant shall have the right and
option to terminate this Lease by sending written notice to Landlord at
any time prior to Tenant's receipt of said items.

     7.     Except as herein set forth, the Lease shall remain unchanged and
in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have executed this 1995 Amendment
as of the day and year first above written.

LANDLORD:                              TENANT:

Carolco Pictures Inc.,                 Overseas Film Group, Inc.,
a Delaware corporation                 a Delaware corporation

By: /s/ Robert Goldsmith               By: /s/ William F. Lischak
    --------------------                   ----------------------

Title: SR. V.P.                        Title: COO/CFO
      ---------                              ------------
<PAGE>

                        FOURTH AMENDMENT TO OFFICE LEASE

                                BY AND BETWEEN

                              DOLPHINSHIRE, L.P.
                 a California limited partnership ("Landlord")

                                      AND

                           OVERSEAS FILM GROUP, INC.
                       a Delaware corporation ("Tenant")

-------------------------------------------------------------------------------

THIS FOURTH AMENDMENT (the "Fourth Amendment") is dated as of the 9th day of
October, 1995, and constitutes on amendment to that certain Office Lease
dated April 21, 1987 (the "1987 Lease"), executed by and between Landlord's
predecessor in interest, Carolco Pictures, Inc., a Delaware corporation and
Tenant.

     A.     Landlord and Tenant are the current parties to the 1987 Lease
relating to certain premises consisting of approximately 3,637 rentable
square feet (the "Original Premises") located in the building commonly known
as 8800 Sunset Boulevard, Hollywood, California (the "Building").

    B.     Landlord and Tenant are the current parties to the Amendment to
Lease dated as of July 16, 1992 (the "1992 Amendment"), relating, among other
things, to the increase in size of the leasehold premises by approximately
3,000 rentable square feet (the "New Premises").

    C.     Landlord and Tenant are the current parties to the Amendment to
Lease dated January 1, 1995 (the "1995 Amendment"), relating, among other
things, to the increase in size of the leasehold premises by approximately
1,176 rentable square feet (the "1995 New Premises").

    D.     From and after the date of this Fourth Amendment, the term "Lease,"
as used herein and in the 1987 Lease, the 1992 Amendment and 1995 Amendment,
shall mean the 1987 Lease, the 1992 Amendment, the 1995 Amendment and this
Fourth Amendment.  Capitalized terms not otherwise defined herein shall have
the meaning ascribed to them in the Lease.

    E.     The parties hereto desire to amend the Lease in certain respects
as hereinafter set forth.

                                      1

<PAGE>
           NOW, THEREFORE, for good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree as follows:

           1.    From and after the "Effective Date" (as defined below) the
leasehold premises are hereby increased so that in addition to the Original
Premises, the New Premises and the 1995 New Premises, they shall also include
the remainder of the third floor of the Building (the "Expansion Premises").
From and after the Effective Date, the term "Premises," as used herein and in
the Lease, shall mean the Original Premises, the New Premises, the 1995 New
Premises, and the Expansion Premises.  The parties hereto agree that the
total rentable square footage contained in the third floor of the Building is
10,195.

           2.    As used in this Fourth Amendment, the term "Effective Date"
shall mean the date on which possession of the Expansion Premises is tendered
to Tenant with all of the tenant improvements referred to in Paragraph 6
hereof substantially completed.  A notice confirming the Effective Date shall
be sent by Landlord to Tenant upon substantial completion of such tenant
improvements.  It is the intent of the parties that the Effective Date occur
on or before November 1, 1995.

           3.    Nothing in this Fourth Amendment shall alter the expiration
date of the Lease, which is currently scheduled to occur on September 31,
1997.

           4.  The basic monthly rent (calculated on a fully serviced gross
basis) shall be increased to the amounts set forth below.

           11/01/96 - 9/31/96       $1.55 psf      $15,802.25 per month
           10/01/96 - 9/31/97       $1.60 psf      $16,312.00 per month

           Additionally Tenant occupies a portion of P302 as storage facility
consisting of 42 square feet, for which the monthly rental is $31.50
(42 sq. ft. x $.75).

           5.    The "Comparison Year" for computing Tenant's share of
"direct costs" (as said terms are defined in Paragraph (b) of Article 2 of
the 1987 Lease) shall be 1995.  Additionally, Tenant shall have no
responsibility for any share of direct costs incurred prior to November 1,
1996.  As a result of the square footage added to the Premises by this
Amendment, from and after November 1, 1996, "Tenant's Proportionate Share,"
(as defined in Paragraph (b) of Article 2 of the 1987 Lease) shall be 12.9%,
based upon the Building's square footage of 78,877.

           6.   Landlord will promptly improve the Expansion Premises with
the tenant improvements described on the floor plan attached hereto as
Exhibit "A" (which improvements shall also include air balancing the
Premises, minor carpet repair, minor and water damage stain removal in two
areas).  The reasonable out-of-pocket cost incurred by Landlord in making
such tenant improvements (up to a maximum amount of $5,200.00) shall be
reimbursed by Tenant, in monthly installments commencing on

                                      2

<PAGE>
the Effective Date and amortized over the remaining term of the Lease at ten
(10%) percent interest.

           Tenant further acknowledges that it is otherwise leasing the 1995
Expansion Premises in an "as-is" basis.  The 1995 Expansion Premises includes
all furniture, cabinets and fixtures currently located therein, possession of
which will be returned to Landlord upon vacation of the Premises by Tenant.

           7.    The Lease, as modified hereby, is hereby reaffirmed, and the
provisions thereof, as so modified, shall remain in full force and effect.
Without limiting the generality of the foregoing, it is understood that all
provisions of the Lease which could be reasonably and logically construed as
applying to this Fourth Amendment (including, without limitation, the
authority and counterpart execution provision thereof) shall apply to this
Fourth Amendment as well as the Lease.

           IN WITNESS WHEREOF, the parties hereto have executed this document
as of the date first set forth above.

"LANDLORD"                                  "TENANT"

Dolphinshire, L.P.,                         Overseas Film Group, Inc.,
a California limited partnership            a Delaware corporation

By:  Dolphin Partners, Inc.,
     Its Authorized Agent

     By:  /s/ Kevin Pitts                   By:  /s/ Ellen Little
          -----------------------                -------------------------
          Kevin Pitts,                           Ellen Little,
          Vice President                         President



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