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                                                                   EXHIBIT 10.1



                     THIRD AMENDMENT TO AMENDED AND RESTATED
                                CREDIT AGREEMENT


         THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment") is made and dated as of the 28th day of October, 1999, by and among
SANWA BANK CALIFORNIA ("Sanwa") and IMPERIAL BANK, as the current Lenders under
the Credit Agreement referred to below (and as the term "Lenders" and
capitalized terms not otherwise defined herein are used in the Credit
Agreement), SANWA, in its capacity as Agent for the Lenders, and EQUITY
MARKETING, INC., a Delaware corporation (the "Company").


                                    RECITALS

         A. Pursuant to that certain Amended and Restated Credit Agreement dated
as of December 10, 1998, by and among the Agent, the Lenders and the Company (as
amended from time to time, the "Credit Agreement"), the Lenders agreed to extend
credit to the Company on the terms and subject to the conditions set forth
therein.

         B. The Company, the Agent and the Lenders desire to modify the Credit
Agreement in certain respects as set forth more particularly below.

         NOW, THEREFORE, in consideration of the foregoing Recitals and for
other valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows:


                                    AGREEMENT

         1. Modification of Credit Limit. To reflect the agreement of the
parties to modify the aggregate dollar amount of Loans and Letters of Credit
which may be outstanding under the Loan Documents, the parties hereto hereby
agree that effective as of the Effective Date (as such term is defined in
Paragraph 5 below):

                  (a) The definition of the term "Credit Limit" set forth in
Paragraph 12 of the Credit Agreement is hereby amended to read in its entirety
as follows:

                  "'Credit Limit' shall mean: (a) to but not including November
         1, 1999, $30,000,000, (b) from and including November 1, 1999 to but
         not including February 1, 2000, $33,000,000, and (c) from and including
         February 1, 2000 to and including the Maturity Date, $25,000,000."

                  (b) Schedule 5 to the Credit Agreement is hereby amended and
restated in its entirety and replaced by Amendment Exhibit 5 in the form
attached hereto.

         2. Modification of Reporting Requirement. To reflect the agreement of
the parties with respect to the failure of the Company to have delivered certain
collateral reports prior to the date hereof and to modify existing collateral
reporting requirements, effective as of the Effective Date:

                  (a) Paragraph 7(b)(5) of the Credit Agreement is hereby
amended to read in its entirety as follows:

                  "(5) During the period beginning November 1, 1999 and ending
         January 31, 2000, no later than the close of business of the Agent on
         the second Business Day of each week, as

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         of the close of business of the Company on the last Business Day of the
         immediately preceding week, an Abbreviated Borrowing Base Certificate;
         and"

                  (b) The Agent and the Lenders hereby waive any Event of
Default which may exist as a result of the failure of the Company to have
delivered certain Abbreviated Borrowing Base Certificates as required under
Paragraph 7(b)(5) prior to the Effective Date. Nothing contained herein shall in
any manner or to any extent constitute any agreement by the Agent or the Lender
to waive any other Event of Default which may now or in the future exist under
the Loan Documents, whether such Event of Default is similar to that expressly
waived hereunder or otherwise.

         3. Modification of Financial Covenant. To reflect the agreement of the
parties to modify the financial covenants set forth in Paragraph 8(j) of the
Credit Agreement, the parties hereto hereby agree that effective as of the
Effective Date Paragraph 8(j) of the Credit Agreement is hereby amended to read
in its entirety as follows:

                  "8(j) Ratio of Total Liabilities to Tangible Net Worth. Permit
         the Company's ratio of consolidated Total Liabilities to consolidated
         Tangible Net Worth to be more than (i) as of March 31, 1999, 4.00:1.00,
         (ii) as of June 30, 1999, 6.20:1.00, (iii) as of September 30, 1999,
         3.50:1.00, (iv) as of December 31, 1999, 3.25:1.00, and (v) as of March
         31, 2000, 2.25:1.00."

         4. Reaffirmation of Security Agreement. The Company hereby affirms and
agrees that: (a) the execution and delivery by the Company of and the
performance of its obligations under this Amendment shall not in any way amend,
impair, invalidate or otherwise affect any of the obligations of the Company or
the rights of the Secured Parties under the Security Agreement or any other
document or instrument made or given by the Company in connection therewith, (b)
the term "Obligations" as used in the Security Agreement includes, without
limitation, the Obligations of the Company under the Credit Agreement as amended
hereby and (c) the Security Agreement remains in full force and effect.

         5. Effective Date. This Amendment shall be effective as of the date
(the "Effective Date") that the Agent receives the following:

                  (a) Duly executed signature pages for this Amendment from each
party hereto;

                  (b) A reaffirmation of guaranty and security agreement in form
and substance acceptable to the Agent and the Lenders, duly executed by each of
Corinthian Marketing, Inc. and Equity Marketing Hong Kong, Ltd.;

                  (c) A copy of corporate resolutions from the Company,
certified by a Secretary or an Assistant Secretary of the Company, authorizing
the execution, delivery and performance of this Amendment by the Company, and an
incumbency certificate identifying the officers of the Company authorized to
execute this Amendment on behalf of the Company; and

                  (d) Such other resolutions, incumbency certificates, good
standing certificates or other documents as the Agent may reasonably request.

         6. Representations and Warranties. The Company hereby represents and
warrants to the Agent and the Lenders as follows:

                  (a) The Company has the corporate power and authority and the
                  legal right to execute, deliver and perform this Amendment and
                  has taken all necessary corporate action to authorize the
                  execution, delivery and performance of this Amendment. This
                  Amendment has been duly executed and delivered on behalf of
                  the Company and constitutes the legal, valid and binding
                  obligation of the Company enforceable against the Company in
                  accordance with its terms, subject to the effect of applicable
                  bankruptcy, insolvency, reorganization, moratorium and other
                  similar laws affecting the rights of creditors generally and
                  the effect of equitable principles whether applied in an
                  action at law or a suit in equity.

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                  (b) At and as of the date of execution hereof and at and as of
the Effective Date of this Amendment and both prior to and after giving effect
hereto: (i) the representations and warranties of the Company contained in the
Credit Agreement and the other Loan Documents are accurate and complete in all
material respects, and (ii) there has not occurred an Event of Default or
Potential Default other than such as is expressly waived hereunder.

         7. No Other Amendment. Except as expressly amended hereby, the Loan
Documents shall remain in full force and effect as written and amended to date.

         8. Counterparts. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same
agreement.

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

                                 EQUITY MARKETING, INC.,
                                 a Delaware corporation



                                 By   /s/ TERESA P. COVINGTON
                                   ---------------------------------------------
                                 Name    Teresa P. Covington
                                     -------------------------------------------
                                 Title      Vice President, Finance
                                       -----------------------------------------


                                SANWA BANK CALIFORNIA, as Agent and as a Lender



                                 By     /s/ JENNIFER L. BANKS
                                   ---------------------------------------------
                                 Name     Jennifer L. Banks
                                     -------------------------------------------
                                 Title       Vice President
                                      ------------------------------------------


                                 IMPERIAL BANK, as a Lender



                                 By    /s/ JENNIFER HUANG
                                   ---------------------------------------------
                                 Name    Jennifer Huang
                                     -------------------------------------------
                                 Title      Commercial Loan Officer
                                      ------------------------------------------

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                                                          AMENDMENT SCHEDULE 5

                               COMMITMENT SCHEDULE

As of the Effective Date of the Third Amendment:

I.    Prior to but not including November 1, 1999:

<TABLE>
<CAPTION>
Credit Limit                        Percentage Shares                  Maximum Commitment
------------                        -----------------                  ------------------
<S>                                 <C>                                <C>
$30,000,000                         Sanwa Bank California:             Sanwa Bank California:
                                        75%                                $22,500,000

                                    Imperial Bank:                     Imperial Bank:
                                        25%                                $ 7,500,000

</TABLE>

II.   From and including November 1, 1999 to but not including February 1, 2000:

<TABLE>
<CAPTION>
<S>                                 <C>                                <C>
Credit Limit                        Percentage Shares                  Maximum Commitment
------------                        -----------------                  ------------------
$33,000,000                         Sanwa Bank California:             Sanwa Bank California:
                                        75%                                $24,750,000.00

                                    Imperial Bank:                     Imperial Bank:
                                        25%                                $8,250,000

</TABLE>

III.  From and including February 1, 2000 to and including the Maturity Date:

<TABLE>
<CAPTION>
<S>                                 <C>                                <C>
Credit Limit                        Percentage Shares                  Maximum Commitment
------------                        -----------------                  ------------------
$25,000,000                         Sanwa Bank California:             Sanwa Bank California:
                                        75%                                $18,750,000.00

                                    Imperial Bank:                     Imperial Bank:
                                        25%                                $6,250,000
</TABLE>

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