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                                                                EXHIBIT 10.5

                DOVE INTERNATIONAL, INC. ("Dove", "we" or "us")
                             8955 Beverly Boulevard
                       West Hollywood, California  90048


                               September 12, 1996


Guinness Mahon & Co. Limited (the "Bank")
32 St. Mary At Hill
London, England EC3P 3AJ

Samuelson Entertainment Limited ("SEL")
23 West Southfield
London, England  EC1A 9HY

         Re:   "WILDE"  (THE "PICTURE")
               ------------------------

Dear Sirs:

         Definitions used in the Agreement shall have the same meaning when
used herein unless the context otherwise requires.

         The Bank has requested that we arrange for the deposit of the sum of
L.333,334 ("the Deposit") as security for the final payment of the Advance
payable when due pursuant to Clause 7.4 of the Inter-Party Agreement made
among, inter alia, the Bank, SEL and us (the "Inter-Party Agreement"), provided
and notwithstanding anything to the contrary in the Inter-Party Agreement, that
an aggregate of no less than G.B.L.5,135,844 production financing has been
advanced to SEL (after the date hereof) by June 30, 1997.  We acknowledge that
the G.B.L.5,135,844 production financing requirement shall be reduced by the
following amounts upon payment or by holdback in the case of the payment to the
Bank as part of the first draw down and in the case of the Bank, (or holdbacks
in the case of the Bank) to the specified parties:

       The Bank                  -       G.B.L.135,000
       British Screen Fund       -       G.B.L. 58,500
       Donadio & Asworth, Inc.   -       G.B.L. 85,500
       Wall-to-Wall TV, Ltd.     -       G.B.L.  5,000
       Film Finances, Ltd.       -       G.B.L.136,749
       Peter Frasers & Dunlop    -       G.B.L. 50,000
       Miramax Film Corp
         (approx.)               -       G.B.L.110,340
                                         -------------
       TOTAL                             G.B.L.581,089





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Guinness Mahon & Co. Limited
Samuelson Entertainment Limited
Page 2
September 12, 1996




As an inducement for the Bank entering into the loan agreement with SEL to
finance the production costs of the Picture, in consideration of MV agreeing to
arrange for the Deposit to be placed with the Bank upon the terms and
conditions set out below, and SEL agreeing to amend the payment schedule and
the other terms herein in the Agreement as set out below, the parties hereby
agree, as follows:

         1.      MV hereby agrees to place or cause to be placed the Deposit by
                 no later than the opening of business (London time) on Friday,
                 September 13th with the Bank in an account charged in favor of
                 the Bank as security for our obligation to pay the sum of
                 L.333,334 on Delivery in accordance with terms of the
                 Agreement (as modified by the Inter-Party Agreement and this
                 letter agreement).  The Bank agrees that interest on such
                 Deposit shall be unconditionally and irrevocably paid to MV
                 and the Deposit shall be released to MV upon our payment of
                 the payment pursuant to Section 15(b) of the Agreement.  The
                 Deposit shall be unconditionally and irrevocably released to
                 MV if Delivery is not effected in accordance with the terms of
                 the Agreement (as modified by the Inter-Party Agreement and
                 this letter agreement ).

         2.      In consideration of the foregoing, we and SEL hereby agree
                 that MV shall be entitled to receive a 5% commission ("MV"
                 Commissions") from all Gross Receipts received by us in the
                 Territory after deduction of Dove's full Distribution Fee as
                 set out in Paragraph IV of Exhibit B to the Agreement until
                 such time as MV has received the sum of $120,000 (whereupon
                 such commission shall cease to be deducted from such Gross
                 Receipts), and we hereby unconditionally and irrevocably
                 undertake to pay such commission to MV to bank account
                 designated by MV to us in writing.  Furthermore, SEL hereby
                 agrees that MV shall be entitled to: (i) the sum of $120,000
                 payable 5% from 100% of the gross receipts received by all
                 third party distributors from exploitation of the rights in
                 the Territory in the event the rights granted to us under the
                 Agreement terminate after the cure periods or as otherwise
                 provided in the Inter-Party Agreement (and after only the
                 Bank's recoupment of the amount of the unpaid portion of the
                 Advance due under Section 15(a) plus the Bank's actual costs
                 relating to the collection of the unpaid portion of the
                 Advance due under Section 15(a) and the disposition of the
                 rights generally described in Section 4(a) of the Agreement,
                 less all proceeds





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Guinness Mahon & Co. Limited
Samuelson Entertainment Limited
Page 3
September 12, 1996




                 received by the Bank (by the date of any payments by MV under
                 the Guaranty) from any sale, license or other disposition of
                 the rights generally described in Section 4(a) of the
                 Agreement (including by SEL or otherwise); and (ii) 8% of 100%
                 of net profits of the Picture ("MV Profits"), net profits
                 being payable, defined and accounted for in accordance with
                 the terms of the Collection Agreement made with, inter alia,
                 SEL, but in no event on terms less favorable than applicable
                 to any other profit participant.

         3.      In order to induce MV to arrange for the Deposit to be placed
                 with the Bank upon the terms and conditions set out herein, to
                 secure payment of all sums payable by him under the Guaranty
                 of even date to be given by MV to the Bank (the "Guaranty")
                 and the payment of the Deposit to the Bank if we do not make
                 timely payment of the Section 15(b) payment, and in order to
                 secure the payment of the MV Profits to MV hereunder by SEL,
                 SEL hereby grants and assigns to MV a continuing security
                 interest in, and copyright mortgage in, the Picture and in all
                 of Samuelson's right, title and interest in all elements,
                 including physical elements, properties, copyrights, contract
                 rights, inventories, accounts and general intangibles
                 associated with and relating to the Picture.  Notwithstanding
                 the foregoing, MV acknowledges that such security interest
                 shall be subordinated only to liens in favor of us and the
                 Bank in the amount of the unpaid sums pursuant to Section
                 15(a) of the Agreement and interest as provided herein; and in
                 the case of the Bank provided that, the Bank executes a
                 nondisturbance agreement in a form and substance reasonably
                 satisfactory to MV and the Bank.  SEL agrees to execute all
                 further documents MV may reasonably require to perfect,
                 evidence, renew and/or continue the security interest and
                 copyright mortgage and assignment hereby granted and/or to
                 effectuate the purposes and intents of this Agreement,
                 including, without limitation, the signing and delivery of
                 Uniform Commercial Code financing statement and mortgage of
                 copyright in a form and substance attached hereto as Exhibit
                 "A".

         4.      In addition, in order to induce MV to arrange for the Deposit
                 to be placed with the Bank upon the terms and conditions set
                 out herein and to deliver the Guaranty to the Bank, to secure
                 payment of all sums payable by him under the Guaranty and the
                 payment of the Deposit to the Bank if we do





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Guinness Mahon & Co. Limited
Samuelson Entertainment Limited
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September 12, 1996




                 not make timely payment of the Section 15(b) payment, we
                 hereby grant and assign to MV a continuing security interest
                 in, and copyright mortgage in, the Picture and in all of our
                 right, title and interest in all elements, including physical
                 elements, properties, copyrights, contract rights,
                 inventories, accounts and general intangibles associated with
                 and relating to the Picture.  Notwithstanding the foregoing,
                 MV acknowledges that such security interest shall be
                 subordinated only to liens in favor of us and the Bank in the
                 amount of the unpaid sums pursuant to Section 15(a) of the
                 Agreement and interest as provided herein; and in the case of
                 the Bank provided that, the Bank executes a nondisturbance
                 agreement in a form and substance reasonably satisfactory to
                 MV and the Bank.  We agree to execute all further documents MV
                 may reasonably require to perfect, evidence, renew and/or
                 continue the security interest and copyright mortgage and
                 assignment hereby granted and/or to effectuate the purposes
                 and intents of this Agreement, including, without limitation,
                 the signing and delivery of Uniform Commercial Code financing
                 statement and mortgage of copyright in a form and substance
                 attached hereto as Exhibit "B".

         5.      SEL (and the Bank, as assignee of SEL's rights under the
                 Agreement) and we agree to hereby amend the Agreement (which
                 shall in other respects remain in full force and effect save
                 as set out in the Inter-Party Agreement) by deleting the words
                 "November 1, 1996" appearing therein and adding after the
                 words "March 3, 1997" the words "and April 2, 1997".  We
                 hereby confirm that we will be responsible for and pay to the
                 Bank: the interest charges incurred by SEL to the Bank caused
                 by changing payment of the Advance from two payments of
                 L.333,333 each on the first and last day of principal
                 photography to five payments of L.133,334 as set out in
                 Section 15(a) of the Agreement as amended in this Paragraph 5,
                 to a cap of L.20,000, such interest to be payable at the same
                 time as the payment pursuant to Section 15(b) of the Agreement
                 (as modified by Clause 7.4 of the Inter-Party Agreement and
                 this letter agreement).  Such interest charges once paid may
                 be recouped by Dove as Distribution Expenses out of Gross
                 Receipts.

         6.      Dove and SEL (and the Bank, as assignee of SEL's rights under
                 the Agreement) hereby amend the Agreement (which shall in all
                 other





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Guinness Mahon & Co. Limited
Samuelson Entertainment Limited
Page 5
September 12, 1996




                 respects remain in full force and effect save as set out in
                 the Inter-Party Agreement), as follows:

                 (i)      In the event that Dove fails to make timely payment
                          of the portion of Advance due under Section 15(a) of
                          the Agreement (as such payment dates are modified
                          herein), SEL and the Bank each agree that it will
                          provide Dove with one hundred five (105) days written
                          notice ("Cure Period Notice") specifying the portion
                          of Advance which has not been paid when due and
                          payable, prior to taking action against Dove or
                          terminating the rights grant under Section 4(a) of
                          the Agreement.  Specifically, the rights granted to
                          Dove under Section 4(a) of the Agreement shall remain
                          vested pursuant to Section 4(a) and shall not revert
                          to SEL or be terminated until the end of such one
                          hundred five (105) day period (the "Cure Period").
                          In the event that Dove is simultaneously in default
                          under more than one of the payment obligations under
                          Section 15(a) (as modified by this letter agreement),
                          the Cure Periods shall run consecutively from
                          delivery of the Cure Period Notice for the then
                          earliest uncured payment default.  (To illustrate: if
                          Dove does not pay a portion Advance payment due in
                          January and February 1997, then: (i) the Cure Period
                          for the January default shall commence on delivery of
                          the Cure Period Notice therefor and terminate 105
                          days thereafter, (ii) the Cure Period for the
                          February default shall commence on the date of
                          delivery of the February Cure Period Notice, provided
                          that so long as the January default is not cured the
                          February Cure Period shall be deemed to have
                          commenced upon delivery of the January Cure Period
                          Notice; and (iii) if Dove or any third party cures
                          the January default at any time during the Cure
                          Period therefore, then the February Cure Period shall
                          be deemed to have commenced on the date of actual
                          delivery of the February Cure Period Notice (and not
                          concurrent with delivery of the January Cure Period
                          Notice).)  During each Cure Period, Dove shall have
                          the right to cure any such default under the
                          Agreement by making payment of the portion of Advance
                          that is the subject of the Cure Period Notice
                          (whereupon Dove shall be deemed to be in compliance
                          with the terms of the Agreement); provided, however,
                          that in the event that the default is cured after





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Guinness Mahon & Co. Limited
Samuelson Entertainment Limited
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September 12, 1996




                          the 60th day of the Cure Period, then and in such
                          event to effect such cure Dove (or the curing third
                          party) must pay the amount of the Advance then due
                          and payable, together with accrued interest thereon
                          at the rate equal to the fixed rate equivalent to 2%
                          per annum over LIBOR (as fixed or floating pursuant
                          to the exercise of SEL's option with the Bank)
                          (accrued for that number of days by which the date on
                          which the curing payment was made was beyond or in
                          excess of the 60th day of the Cure Period and such
                          interest charges once paid may be recouped by Dove as
                          Distribution Expenses out of Gross Receipts); and

                 (ii)     Upon payment to SEL or the Bank (as the assignee of
                          SEL's rights under the Agreement) of all of the
                          amounts due under Section 15 of the Agreement
                          (together with interest on cure payments made after
                          the 60th day of a Cure Period, if applicable, as
                          described in Section 4(i) above), regardless of the
                          date paid (i.e., if paid by the dates provided for in
                          the Agreement (as modified herein) or whether paid
                          during any of the Cure Periods) and the payors
                          thereof (including, without limitation, whether paid
                          by Dove or a third party), the condition set forth in
                          the first sentence of Section 4(a) of the Agreement
                          shall be deemed satisfied for all purposes and Dove
                          shall unconditionally and indefeasibly own all of the
                          rights set forth and described in Section 4(a) of the
                          Agreement free and clear of any claims and the Bank's
                          security interest in the rights described under
                          Section 4(a) of the Agreement shall terminate.

                 (iii)    In the event of the filing of a bankruptcy case by or
                          against us and provided, that the Advance has not
                          been paid by us or MV, the grant of rights under
                          Section 4(a) shall terminate (provided, however, that
                          our and MV's rights to repayment of amounts
                          previously paid by either or both of us shall
                          continue as set forth in the Inter-Party Agreement).

         7.      In order to induce the Bank to provide the production
                 financing to SEL, Dove hereby grants and assigns to the Bank a
                 continuing security interest in, and copyright mortgage in the
                 Picture and in all of our right, title and interest in all
                 elements, including physical elements, properties,





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Guinness Mahon & Co. Limited
Samuelson Entertainment Limited
Page 7
September 12, 1996




                 copyrights, contract rights, inventories, accounts and general
                 intangibles associated with and relating to the Picture.
                 Dove's rights pursuant to Section 4(a) of the Agreement in the
                 Picture until the sums due and payable under Section 15(a)
                 have been paid.  Upon payment of the sums to the extent due
                 and payable under Section 15(a) by any party, such security
                 interest shall automatically terminate.  We agree to execute
                 all further documents the Bank may reasonably require to
                 perfect, evidence, renew and/or continue the security interest
                 and copyright mortgage and assignment hereby granted and/or to
                 effectuate the purposes and intents of this Agreement,
                 including, without limitation, the signing and delivery of
                 Uniform Commercial Code financing statement and mortgage of
                 copyright in a form and substance attached hereto as Exhibit
                 "C".  In addition, we agree to undertake our commercially
                 reasonable efforts to obtain subordination(s) for existing
                 lienholder(s) in our rights in the Picture in a form and
                 substance reasonably acceptable to the Bank, us and the
                 lienholder(s).

         8.      This Agreement and its validity, construction and performance
                 shall be governed in all respects by the laws of the State of
                 California, without giving effect to principals of conflicts
                 of laws.  Each of you and us irrevocably consent to the
                 exclusive jurisdiction of the courts of the State of
                 California and the federal courts of the United States located
                 in California (Central District) for the purpose of any action
                 or in the proceeding relating to this agreement.

         This letter may be signed in counterparts.  Kindly indicate your
acceptance of its terms by signing and returning the enclosed copy.

                                                   Yours faithfully,

                                                   DOVE INTERNATIONAL, INC.


                                                   By:/s/ Steve Soloway
                                                      -------------------------
                                                   Its:V.P. - General Counsel
                                                       ----------------------





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Guinness Mahon & Co. Limited
Samuelson Entertainment Limited
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September 12, 1996





AGREED AND ACCEPTED:


/s/ Premila Hoon               
-------------------------------
GUINNESS MAHON & CO. LIMITED


/s/ Mark Samuelson             
-------------------------------
SAMUELSON ENTERTAINMENT LIMITED

ACKNOWLEDGED WITH RESPECT TO PARAGRAPHS 3 AND 4:


/s/ Michael Viner              
-------------------------------
MICHAEL VINER