<PAGE>

                                                            As of April 9, 1999


From: Coutts & Co.
      440 Strand
      London WC2R 0QS
      
      Berliner Bank A.G. London Branch
      No. 1 Crown Court
      Cheapside
      London  EC2V 6JP
      
 To:  Overseas Filmgroup, Inc.
      8800 Sunset Boulevard
      Los Angeles, California 90069


Re:  Restated and Amended Syndication Agreement dated as of October 31, 1996
     (the "Syndication Agreement") among Coutts & Co. ("Coutts"), Berliner Bank
     A.G. London Branch ("Berliner") (Coutts and Berliner collectively referred
     to herein as the "Banks"), Overseas Filmgroup, Inc. and Entertainment/Media
     Acquisition Corporation (the "Company") as amended and extended by that
     certain amendment dated as of April 14, 1998 (the "1998 Amendment").

Dear Sirs:

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

1.   EXTENSION:  Subject to the Company's continued compliance with the terms of
the Syndication Agreement and the terms of 1998 Amendment, the Company's
compliance with the terms of this letter agreement and the agreement of the
Littles to the provisions of paragraph 6 below, we hereby agree that all
references to 9th May (and such later dates as provided by earlier amendment) in
clauses 2.8 and 17 of the Syndication Agreement shall be deemed to be references
to April 9, 2000.

2.   BORROWING LIMITS:  The borrowing limits and the conditions thereof as set
forth in the 1998 Amendment shall remain in full force and effect through April
9, 2000, save that references in Clause 2 of the 1998 Amendment to the Cash Flow
Schedule shall be deemed to be references to the cash flow schedule supplied by
the Company to Coutts during its most recent review of the Company for the
period March 1999 through April 2000, a copy of which is attached 

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Overseas Filmgroup, Inc.
April 9, 1999
Page 2



hereto.  For the avoidance of doubt, payment of all fees, interest and 
expenses payable pursuant to the Syndication Agreement are to be kept 
current.  Without prejudice to the foregoing, in the event the Banks 
capitalize the same (which they may do in their absolute discretion) interest 
shall be charged at the rate set out in clause 5.7 of the Syndication 
Agreement. 

3.   EXTENSION OF INDIVIDUAL FILM FACILITIES:  With respect to all Film
Facilities outstanding at the date hereof, notwithstanding the maturity date set
forth in each of the Film Facilities, Coutts and Berliner agree to waive such
maturity dates and agree that the maturity date for the Film Facility for FIRST
TO GO shall be May 31, 1999, the Film Facility for DIFFERENT FOR GIRLS shall be
October 31, 1999 and the Film Facilities for ALIVE AND KICKING, BODY OF A WOMAN,
BROTHER'S KISS, COUNTDOWN, DESIGNATED MOURNER, ROAD TO RUIN, GODMONEY, INFINITY,
JOHNS, KEEP THE ASPIDISTRA FLYING, LIFEBREATH, ONE GOOD TURN, SLAVES TO THE
UNDERGROUND, STAND INS and THIS IS THE SEA shall be April 9, 2000.

4.   ADDITIONAL FINANCIAL INFORMATION: Clause 10 of the Syndication Agreement
shall be amended to include an obligation of the Company to provide the
following additional financial information in a form acceptable to the Banks on
a monthly basis: (i) aged creditors report and (ii) rolling cash flow schedule. 

5.   FEES AND INTEREST:  

A new Clause 6.1.6 shall be inserted into the Syndication Agreement as follows:

"to the Agent an extension fee of US$5,000 per month or part thereof, the first
such payment to be made on signature hereof and thereafter at monthly intervals
in advance and a further extension fee of $US15,833.33 per month or part thereof
accruing on a monthly basis but payable on the earliest of (i) the first
anniversary of this agreement; (ii) the date on which all amounts outstanding to
the Banks are repaid in full; and (iii) the date on which the Banks mutually
determine that the Company has sufficient cash to pay the same."  

6.   MERGER NOTE:  The Banks agree that at the date hereof and prior thereto, at
the election of the Company and the Littles and notwithstanding the terms of the
1998 Amendment, amounts otherwise payable as weekly salary payments to the
Littles as set forth in the Employment Agreements dated as of October 31, 1996
between each of Ellen Little and Robert Little and the Company may be deferred
and amounts equal to such weekly salary payments (as deferred) may be applied in
payment of amounts due pursuant to the note received by them in the Merger (the
"Merger Note") until such time as the Merger Note has been fully repaid.  The
obligation of the Company to pay such salary shall accrue and become a new
liability of the Company provided such accrued salary shall not be paid to the
Littles by the Company until the 

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Overseas Filmgroup, Inc.
April 9, 1999
Page 3


Operating Facility returns to the limit of $5,000,000 and the Banks, in their 
sole opinion, view such return to be permanent. The rights of Robert B. 
Little and Ellen Little under the Merger Note and related security agreement 
will not otherwise be affected.

7.   CERTAIN WAIVERS:  

     (a)  Notwithstanding Clause 11.1.1 of the Syndication Agreement, pursuant
          to the 1998 Amendment, the Banks amended Clause 11.1.1 of the
          Syndication Agreement in relation to a minimum net worth (the "Net
          Worth Covenant") to provide that such Net Worth Covenant would be
          $11,000,000 for a twelve month period beginning on the date of the
          1998 Amendment.  The banks hereby extend such reduced net worth
          provision for an additional twelve months from April 9, 1999. 
     
     (b)  The Banks hereby acknowledge that certain unsecured liabilities
          incurred in the ordinary course of business as provided under Clause
          11.1.3.1 of the Syndication Agreement are more than forty-five days
          past due and the Banks waive any non-compliance with Clause 11.1.3.1
          of the Syndication Agreement in connection therewith as of the date
          hereof and prior thereto.  However, the Banks do not waive any non-
          compliance with clause 11.1.3.1 after the date hereof even if such
          non-compliance results from an unsecured liability existing at the
          date hereof (whether due at the date hereof for more or less than 45
          days).
     
     (c)  Notwithstanding Clause 11.1.4 of the Syndication Agreement, the Banks
          hereby waive as of the date of this Agreement and/or prior thereto the
          Banks' requirements for letters of credit or bank guarantees for
          License Agreements with Subdistributors.  However, the Banks
          specifically reserve all their rights pursuant to the Syndication
          Agreement and Clause 11.1.4 thereof in particular to require
          irrevocable letters of credit or bank guarantees to secure payments
          under any License Agreements entered into after the date hereof.
     
     (d)  Notwithstanding Clause 11.2 of the Syndication Agreement, the Banks
          hereby acknowledge that the overhead budget as agreed with Coutts and
          Berliner has been exceeded and the Banks hereby waive any non-
          compliance with paragraph 11.2 as of the date of this Agreement and/or
          prior thereto.  The Banks acknowledge and approve the overhead budget
          as set forth in the cash flow schedule attached hereto as the
          applicable overhead budget from the date hereof for the next twelve
          months.
     
     (e)  The Banks hereby waive any non-compliance with Clause 11.4 wherein the
          Banks require that receivables in connection with each Film Facility
          shall not be less than 30% of the amount outstanding under such Film
          Facility, as of the date of this Agreement 

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Overseas Filmgroup, Inc.
April 9, 1999
Page 4


          and prior thereto.  However, the Banks so not waive their rights 
          with respect to Clause 11.4 at all times after the date hereof. 

8.   GOVERNING LAW AND JURISDICTION:  This Amendment shall be governed by and
construed in accordance with English law and the parties hereby submit to the
non-exclusive jurisdiction of the English Courts and the state and federal
courts located in Los Angeles, California.

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


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Overseas Filmgroup, Inc.
April 9, 1999
Page 5


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

                                        Yours faithfully 
                                        for and on behalf of Coutts & Co. 

                                        By: /s/ A.P. Bayon
                                           -------------------------
                                        Its: Senior Manager
                                            ------------------------

                                        By: /s/ C.P. Collins
                                           -------------------------
                                        Its: Client Manager
                                            ------------------------



                                        for and on behalf of Berliner Bank A.G.

                                        By: /s/ David Bray
                                           -------------------------
                                        Its:
                                            ------------------------

                                        By: /s/ Steve Robbins
                                           -------------------------
                                        Its:
                                            ------------------------



ACCEPTED AND AGREED 
AS OF THE DATE WRITTEN ABOVE:

Overseas Filmgroup, Inc.

By: William F. Lischack
   -------------------------
Its: Chief Operating Officer,
     Chief Financial Officer
    ------------------------


ACCEPTED AND AGREED
AS OF THE DATE WRITTEN ABOVE:

Ellen Little (in her capacity as an individual) 
/s/ Ellen Little
-------------------------------------------

Robert Little (in his capacity as an individual)

/s/ Robert Little
--------------------------------------------