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                              AMENDMENT NO. 1 TO
                               ESCROW AGREEMENT

      Reference is hereby made to that certain Agreement (the "Escrow
Agreement"), dated as of the 15th day of August, 1996, by and among
Continental Stock Transfer & Trust Company, a New York corporation
(hereinafter referred to as the "Escrow Agent"), The Marquee Group, Inc., a
Delaware corporation (the "Company"), and the individuals and entities listed
on Exhibit A to the Escrow Agreement (the "Stockholders"). The undersigned
each being a party to the Escrow Agreement and collectively being all of such
parties thereto, do hereby amend (the "Amendment") the Escrow Agreement as
follows:

      By striking Section 4 thereof in its entirety and by substituting in
lieu of said Section the following new Section:

      4. (a) The Escrow Shares are subject to release to the Stockholders to
the extent and only in the event the conditions set forth herein are met. The
Escrow Agent, upon notice to such effect from the Company as provided in
paragraph 5 hereof, shall deliver the Escrow Shares, together with stock
powers executed in blank, and the Escrow Property deposited in escrow with
respect to such Escrow Shares, to the respective Stockholders, only if, and to
the extent that, one of the following conditions is met:

      (i)   425,000 Escrow Shares shall be released if, for the fiscal year
            ending December 31, 1997, the Company's income before provision
            for taxes ("Minimum Pretax Income") equals or exceeds $1,400,000;

      (ii)  425,000 Escrow Shares (or, if the conditions set forth in (i)
            above were not met, 850,000 Escrow Shares) shall be released if,
            for the fiscal year


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            ending December 31, 1998, the Minimum Pretax Income equals or
            exceeds $2,400,000;

      (iii) 425,000 Escrow Shares (or, if the conditions set forth in either
            (i) or (ii) were not met, the remaining Escrow Shares) shall be
            released if, for the fiscal year ending December 31, 1999, the
            Minimum Pretax Income equals or exceeds $3,400,000;

      (iv)  All of the Escrow Shares shall be released if the Closing Price
            (as defined herein) of the Common Stock shall average in excess of
            $15.00 per share for any 20 consecutive trading days during the
            period commencing 24 months after the Effective Date and ending
            December 31, 1999; or

      (v)   All of the Escrow Shares shall be released if the Company is
            acquired by or merged into another entity in a transaction in
            which stockholders of the Company receive per share consideration
            at least equal to the amount set forth in (iv) above.

            (b)   As used in this Section 4, the term "Closing Price" shall be
                  subject to adjustments in the event of any stock dividend,
                  stock distribution, stock split or other similar event and
                  shall mean:

                  (1)   If the principal market for the Common Stock is a
                        national securities exchange or the Nasdaq National
                        Market, the closing sales price of the Common Stock as
                        reported by such exchange or market, or on a
                        consolidated tape reflecting transactions on such
                        exchange or market; or

                  (2)   if the principal market for the Common Stock is not a
                        national securities exchange or the Nasdaq National
                        Market and the Common Stock is quoted on the Nasdaq
                        SmallCap Market, the closing bid price of the Common
                        Stock as quoted on the Nasdaq SmallCap Market; or

                  (3)   if the principal market for the Common Stock is not a
                        national securities exchange or the Nasdaq National
                        Market and the Common Stock is not quoted on the
                        Nasdaq SmallCap Market, the closing bid for the Common
                        Stock as reported by the National Quotation Bureau,
                        Inc. ("NQB") or at least two market makers in the
                        Common Stock if quotations are not available from NQB
                        but are available from market makers.

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            (c)   The determination of Minimum Pretax Income shall be (i)
                  calculated exclusive of any extraordinary earnings or
                  charges (including any charges incurred in connection with
                  the release from escrow of the Escrow Shares and any Escrow
                  Property in respect thereof pursuant to the provisions of
                  this paragraph 4); (ii) derived solely from the businesses
                  owned and operated by the Company as of the closing date of
                  the Public Offering and upon consummation of the
                  Acquisitions and shall not give effect to any operations
                  relating to businesses or assets acquired after such date;
                  and (iii) audited by the Company's independent public
                  accountants.

            (d)   If the Escrow Agent has not received the notice provided for
                  in Paragraph 5 hereof and delivered all of the Escrow shares
                  and related Escrow Property in accordance with the
                  provisions of this Paragraph 4 on or prior to March 31,
                  2000, the Escrow Agent shall deliver the certificates
                  representing all or the remaining Escrow Shares, together
                  with stock powers executed in blank, and any related Escrow
                  Property to the Company to be placed in the Company's
                  treasury for cancellation thereof as a contribution to
                  capital. After such date, the Stockholders shall have no
                  further rights as a stockholder of the Company with respect
                  to any of the cancelled Escrow Shares.


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      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
the Escrow Agreement to be executed by their duly authorized officers on
this    day of October, 1996.


THE MARQUEE GROUP, INC.

By: /s/ Robert Gutkowski
   -------------------------------
    Robert M. Gutkowski, President
    and Chief Executive Officer


Continental Stock Transfer & Trust Company

 By: /s/ Steve Nelson
    ------------------------------


STOCKHOLDERS

The Sillerman Companies, Inc.

By: /s/ Robert F. X. Sillerman               /s/ Louis J. Oppenheim
   -----------------------------            ------------------------------
    Robert F. X. Sillerman                   Louis J. Oppenheim


    /s/ Robert Gutkowski                     /s/ Michael Letis
   -----------------------------            -------------------------------
    Robert M. Gutkowski                       Michael Letis


    /s/ Arthur C. Kaminsky                   /s/ Michael Trager
   -----------------------------            -------------------------------
   Arthur C. Kaminsky                        Michael Trager



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