SIXTH AMENDMENT

                                       TO

                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

            This SIXTH AMENDMENT ("Amendment") is entered into as of November
13, 1997, by and among UNITEL VIDEO, INC., a Delaware corporation having its
principal place of business at 555 West 57th Street, New York, New York 10019
("Borrower"), R SQUARED, INC., a California Corporation having its principal
place of business at 729 North Highland, Los Angeles, California 90038
("Corporate Guarantor") and HELLER FINANCIAL, INC., a Delaware corporation
having an office at 500 West Monroe Street, Chicago, Illinois 60661, as agent
("Agent") for Lender (as hereafter defined).

                                   BACKGROUND

            Borrower, Corporate Guarantor, Agent and Heller Financial, Inc.
("Lender") are parties to an Amended and Restated Loan and Security Agreement
dated as of December 12, 1995 (as amended, supplemented or otherwise modified
from time to time, the "Loan Agreement") pursuant to which Lender provides
Borrower with certain financial accommodations.

            Borrower has requested that Lender amend the Loan Agreement and
Lender is willing to do so on the terms and conditions hereafter set forth.

            NOW, THEREFORE, in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrower by Lender,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:

            1. Definitions. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Loan Agreement.

            2. Amendment to Loan Agreement. Subject to satisfaction of the
conditions of effectiveness set forth in Section 3 below, the Loan Agreement is
hereby amended as follows:

            (a)   Section 1.1 of the Loan Agreement is hereby amended by:

            (i)   adding the following defined terms in their appropriate
                  alphabetical order:

                  "Canadian Subsidiary" means Unitel Video Canada, Inc., an
                  Ontario corporation and a wholly-owned Subsidiary of Borrower.
<PAGE>

                  "Department" means the Commonwealth of Pennsylvania, acting by
                  and through the Department of Community and Economic
                  Development.

                  "Department Documentation" means the Loan Agreement dated
                  October 27, 1997 by and between Borrower and the Department,
                  the Security Agreement dated October 27, 1997 by and between
                  Borrower and the Department, the promissory note dated October
                  27, 1997 in the original principal amount of $500,000 made by
                  Borrower in favor of the Department and all other documents,
                  instruments and agreements executed in connection therewith,
                  as each may be amended, modified and supplemented from time to
                  time.

                  "Intercreditor Agreement" means the Intercreditor Agreement
                  dated as of October 27, 1997 between Agent and the Department.

                  "Permitted Subordinated Debt Modifications" means those
                  modifications to the Subordinated Notes consented to in
                  writing by Agent on the Sixth Amendment Effective Date.

                  "Revolving Overadvance Amount" means $1,617,136.53.

                  "Sixth Amendment Effective Date" means November 13, 1997.

                  "Specified Department Collateral" means (a) one SMS 7000
                  Production Router (Textronix), Serial No. B23655, (b) one
                  4000-3 Dig Production Switcher (Textronix), Serial No. A89063,
                  (c) one Dveous Digital Equipment (Scitex Digital Video),
                  Serial No. 5100SY14390177 and (d) one Wolf Coach Motor
                  Vehicle, VIN No. 1R1C5323VK970517, Title No. 51076985201UN.

                  "Specified Sale Leaseback Transaction" means one or more sale
                  leaseback transactions entered into by Borrower, in accordance
                  with the terms and provisions of subsection 7.3(A)(iii), with
                  respect to the real property located at 515 West 57th Street,
                  New York, New York 10019, 433 West 53rd Street, New York, New
                  York 10019 and 729 North Highland, Hollywood, California
                  90038-7771, as applicable.

                  "Term Note" means each promissory note of Borrower in
                  substantially the form of Exhibits 2.1(A)(1), (A)(2), (A)(3)
                  and (A)(5) issued in connection with the Term Loans referenced
                  in Section 2.1(A).

      (ii) amending the following defined terms in their entirety to provide as
follows:

                  "Permitted Subsidiaries" means Corporate Guarantor and
                  Canadian Subsidiary.
<PAGE>

                  "Required Canadian Documentation" means (a) all such
                  documentation as shall be required by Agent and its counsel to
                  perfect in favor of Agent a first priority security interest
                  in all now owned and hereafter created Accounts of the
                  Canadian Subsidiary (the "Canadian Receivables"), (b) a
                  guaranty agreement in favor of and in form and substance
                  satisfactory to Agent executed by the Canadian Subsidiary,
                  pursuant to which the Canadian Subsidiary guaranties to Agent
                  and Lenders the payment and performance of all of Borrower's
                  Obligations under the Loan Documents, (c) all such
                  documentation as shall be required by Agent to establish a
                  lockbox and blocked account in favor of Agent with respect to
                  the Canadian Receivables, (d) corporate resolutions of the
                  Canadian Subsidiary authorizing the transactions contemplated
                  by the Required Canadian Documentation, (e) an opinion of the
                  Canadian Subsidiary's counsel covering such matters as Agent
                  and its counsel shall reasonably request, (f) a certified
                  certificate of incorporation for the Canadian Subsidiary, (g)
                  bylaws of the Canadian Subsidiary and (h) good standing
                  certificates and authorizations to do business with respect to
                  the Canadian Subsidiary for its jurisdiction of incorporation
                  and for each jurisdiction where the conduct of its business
                  requires such authorization.

                  "Term Loan Commitment" means (a) as to any Lender, the
                  commitment of such Lender to make a portion of the Term Loans
                  in the amount set forth on the signature page of the Sixth
                  Amendment to this Agreement under such Lender's signature or
                  in the most recent Lender Addition Agreement, if any, executed
                  by such Lender and (b) as to all Lenders, the aggregate
                  commitment of all Lenders to make the Term Loans.

                  "Term Loan D" means advances made pursuant to subsection
                  2.1(A)(5).

                  "Term Loans" mean advances made pursuant to subsections
                  2.1(A)(1), (A)(2), (A)(3) and (A)(5).

            (iii) amending the defined term "Permitted Encumbrances" by: (1)
deleting the word "and" immediately preceding clause "(h)" thereof; (2) deleting
the period at the end of clause "(h)" thereof and replacing the same with a
semi-colon; and (3) adding a new clause "(i)" thereto to provide as follows:

                  "(i) Liens on the Specified Department Collateral in favor of
                  the Department, the lien priorities with respect to which are
                  set forth in the Intercreditor Agreement."

            (iv) deleting the defined term "Amended and Restated Term Note" or
"Amended and Restated Term Notes".
<PAGE>

            (b) A new Section 2.1(A)(5) is hereby added to the Loan Agreement to
provide as follows:

                  "(A)(5) Term Loan D. Subject to the terms and conditions of
                  this Agreement and in reliance upon the representations and
                  warranties of Borrower herein set forth, each Lender,
                  severally, agrees to lend to Borrower, upon Borrower's request
                  therefor in accordance with the borrowing procedures for
                  Revolving Loan requests set forth in Section 2.1(D) hereof,
                  its Pro Rata Share of Term Loan D in an aggregate amount not
                  to exceed $2,500,000. Amounts borrowed under this subsection
                  2.1(A)(5) and repaid may not be reborrowed. Borrower shall
                  make a principal payment in the amount of the applicable
                  Scheduled Installment of Term Loan D (or such lesser principal
                  amount of Term Loan D as shall then be outstanding) on the
                  date and in the amount set forth below. Term Loan D shall bear
                  interest from the date such Loan is made to the date paid in
                  full at a rate per annum equal to the interest rate set forth
                  in Section 2.2(A) applicable to Term Loan B. Borrower hereby
                  authorizes Agent, on the Sixth Amendment Effective Date, to
                  (a) debit Borrower's loan account as a Term Loan D advance in
                  an amount equal to the Revolving Overadvance Amount and (b)
                  apply the proceeds thereof to the Revolving Loan such that
                  after giving effect to such application the Revolving
                  Overadvance Amount shall equal zero ($0).

                        "Scheduled Installment of Term Loan D" means the
                  principal installment in an amount equal to $2,500,000,
                  payable, subject to the provisions of subsection 2.4(B), on or
                  before January 31, 1998, together with all accrued interest
                  thereon (it being understood that Borrower may prepay Term
                  Loan D, in whole or in part, from time to time), or the
                  earlier to occur of (i) the Termination Date or (ii)
                  acceleration of the Obligations in accordance with the
                  provisions of subsection 8.3 at which time the entire unpaid
                  principal amount of Term Loan D plus accrued interest thereon
                  shall be due and payable. In the event the Scheduled
                  Installment of Term Loan D is not paid in full in cash when
                  due, then Borrower shall pay to Agent (which amount Agent may
                  charge to Borrower's loan account as a Revolving Loan) a
                  premium in an amount equal to $100,000; provided, however,
                  Borrower's failure to pay the Scheduled Installment of Term
                  Loan D when due shall constitute an Event of Default hereunder
                  and shall entitle Agent to exercise all rights and remedies
                  available to Agent under this Agreement the Loan Documents and
                  applicable law, notwithstanding payment of the aforementioned
                  premium.

            (c) Clause "(i)" of the first sentence of Section 2.1(E) of the Loan
Agreement is hereby amended to provide as follows:

                  "(i) the Term Notes to evidence such Lender's portion of the
                  Term Loans, such notes to be in the principal amount of the
                  respective Term
<PAGE>

                  Loan Commitments of such Lender and with other appropriate
                  insertions and"

            (d) Section 2.4(B) of the Loan Agreement is hereby amended by:

            (i) deleting subsection "(2)" thereof and replacing the same with
the following:

                  "(2) Proceeds of Asset Dispositions. (i) Subject to the
                  provisions of subsection 2.4(B)(4), immediately upon receipt
                  by Borrower or any of its Subsidiaries of the net proceeds of
                  any Asset Disposition, Borrower shall prepay the Obligations
                  in an amount equal to such net proceeds in accordance with the
                  provisions of this subsection 2.4(B)(2). So long as no Default
                  or Event of Default shall exist and Borrower reasonably
                  expects the net proceeds of any Asset Disposition to be
                  reinvested within 180 days to repair or replace such assets
                  with like assets, Borrower shall deliver the net proceeds to
                  Agent to be applied to the Revolving Loan, and Borrower may,
                  so long as no Default or Event of Default shall have occurred
                  and be continuing, reborrow such net proceeds only for such
                  repair or replacement. If Borrower fails to reinvest such net
                  proceeds within 180 days, such net proceeds shall be applied
                  as set forth below. Notwithstanding anything contained in this
                  subsection 2.4(B)(2) to the contrary, Borrower shall not be
                  eligible to utilize the foregoing reinvestment option (a) with
                  respect to any individual Asset Disposition in the event the
                  net proceeds generated therefrom are greater than $50,000, (b)
                  with respect to any individual Asset Disposition in the event
                  Borrower shall have previously utilized during the Fiscal Year
                  in which such Asset Disposition shall have occurred at least
                  $200,000 in net proceeds generated from all Asset Dispositions
                  during such Fiscal Year and (c) in the event the net proceeds
                  arise out of a Specified Sale Leaseback Transaction. Subject
                  to the provisions of subsection 2.4(B)(4), Borrower shall
                  remit, or cause its Subsidiaries to remit, all such net
                  proceeds to Agent's Account for application to the Obligations
                  in accordance with the provisions of this subsection
                  2.4(B)(2).

                  (ii) In the event any such net proceeds arise out of an Asset
                  Disposition (other than a Specified Sale Leaseback
                  Transaction), Agent shall apply such net proceeds first to
                  repay Term Loan D in the inverse order of maturity thereof,
                  second to repay Term Loan A in the inverse order of maturity
                  thereof and then to the remaining Obligations in such order as
                  Agent shall elect.

                  (iii) In the event any such net proceeds arise out of a
                  Specified Sale Leaseback Transaction, Agent shall apply such
                  net proceeds to the Obligations in accordance with the
                  provisions of subsection 2.4(B)(4).
<PAGE>

                  (iv) During the existence of a Default or an Event of Default,
                  all net proceeds of any Asset Disposition shall be applied by
                  Agent first to all fees, costs and expenses then owing to
                  Agent and Lender under subsection 10.1, second to repay Term
                  Loan D in the inverse order of maturity thereof, third to
                  repay Term Loan A in the inverse order of maturity thereof and
                  fourth to the remaining Obligations in such order as Agent
                  shall elect.

            (ii) adding a new subsection "(4)" to provide as follows:

                  "(4) Prepayments of Term Loan D. Immediately upon consummation
                  of each Specified Sale Leaseback Transaction, Borrower shall
                  direct the purchaser/lessor with respect thereto to remit the
                  net proceeds generated therefrom to Agent in immediately
                  available funds, which such net proceeds shall be applied by
                  Agent first to repay Term Loan D in the inverse order of
                  maturity thereof and second to the Revolving Loan; provided,
                  however, in the event a Default or Event of Default shall be
                  in existence at the time of any such prepayment, Agent shall
                  apply such net proceeds to the Obligations in such order as
                  Agent shall elect."

            (e) The first sentence of Section 2.4(C) of the Loan Agreement is
hereby amended by adding the following immediately preceding the reference to
"2.1(B)": "2.1(A)(5)".

            (f) Section 5.1(F) of the Loan Agreement is hereby amended to
provide as follows:

                  "(F) Borrowing Base Certificates. On each Tuesday of each
                  week, Borrower shall deliver to Agent (i) a Borrowing Base
                  Certificate updated to reflect the most recent sales and
                  collections of Borrower for the immediately preceding week and
                  (ii) an assignment schedule of all Accounts created by
                  Borrower for the immediately preceding week."

            (g) Section 5.6 of the Loan Agreement is hereby amended by:

                  (i)   deleting the first two lines thereof and replacing the
                        same with the following: "Each Loan Party and Agent
                        shall establish lockboxes and".

                  (ii)  deleting the eleventh line thereof and replacing the
                        same with the following: "Each Loan Party, and any of
                        its Affiliates,"

            (h) Section 5.7 of the Loan Agreement is hereby amended by deleting
the first sentence thereof and replacing the same with the following:

                  "Each Loan Party hereby constitutes and appoints Agent and all
                  Persons designated by Agent for that purpose as such Loan
                  Party's true and lawful
<PAGE>

                  attorney-in-fact, with power to endorse such Loan Party's name
                  to any of the items of payment or proceeds described in
                  subsection 5.6 above and all proceeds of Collateral that come
                  into Agent's possession or under Agent's control."

            (i) Section 7.1 of the Loan Agreement is hereby amended by adding
after clause "(b)(vi)" thereof a new clause "(b)(vii)" to provide as follows:

                  "and (vii) Indebtedness incurred under the Department
                  Documentation, which Indebtedness may be paid only in
                  accordance with the terms of such documentation as in effect
                  on the Sixth Amendment Effective Date or as subsequently
                  modified with the prior written consent of Agent."

            (j) Section 7.3(A) of the Loan Agreement is hereby amended by:

                  (i)   deleting the parenthetical in clause "(i)" thereof and
                        replacing the same with the following: "(other than
                        Specified Fixed Asset Dispositions and Specified Sale
                        Leaseback Transactions, as applicable);

                  (ii)  deleting the word "and" immediately preceding clause
                        "(ii)" thereof; and

                  (iii) adding the word "and" at the end of clause "(ii)(2)"
                        thereof; and

                  (iv)  adding a new clause "(iii) thereto to provide as
                        follows: "(iii) enter into Specified Sale Leaseback
                        Transactions if all of the following conditions are met:
                        (1) the purchaser/lessor in each such Specified Sale
                        Leaseback Transaction is directed to remit all net
                        proceeds generated therefrom to Agent for application to
                        the Obligations in accordance with the provisions of
                        subsection 2.4(B)(4); (2) the purchaser/lessor with
                        respect to each such Specified Sale Leaseback
                        Transaction shall have delivered to Agent a landlord
                        waiver covering the real property subject to such
                        Specified Sale Leaseback Transaction, which shall in
                        form and substance be satisfactory to Agent and its
                        counsel, (3) no Default or Event of Default shall then
                        be in existence or shall exist after giving effect to
                        each such Specified Sale Leaseback Transaction and (4)
                        Agent shall have received copies of all documentation to
                        be entered into by Borrower in connection with each such
                        Specified Sale Leaseback Transaction, the terms of which
                        shall be reasonably acceptable to Agent."

            (k) Section 7.4 of the Loan Agreement is hereby amended by:
<PAGE>

                  (i)   deleting the word "and" immediately preceding clause
                        "(c)" thereof and replacing the same with a comma; and

                  (ii)  adding a new clause "(d)" thereto to provide as follows:
                        "(d) loans to and investments in the Canadian Subsidiary
                        not to exceed $1,000,000 in the aggregate at any time
                        outstanding."

            (l) Section 7.5 of the Loan Agreement is hereby amended by deleting
clause "(b)" thereof and replacing the same with the following:

                  "(b)" Borrower (i) may make regularly scheduled payments of
                  principal and interest on the Subordinated Debt in accordance
                  with the terms of the Subordinated Notes; provided, however,
                  until such time as Term Loan D is paid in full in cash, the
                  aggregate amount of regularly scheduled principal and interest
                  payments which shall be permitted to be made on the
                  Subordinated Debt, during the period commencing on the Sixth
                  Amendment Effective Date and ending on the date Term Loan D is
                  paid in full in cash, shall not exceed $350,000, and (ii) may
                  prepay the Subordinated Notes (other than the Subordinated
                  Note referenced in subsection "(1)" of the defined term
                  "Subordinated Notes") in full provided that prior to any such
                  prepayment (1) Term Loan D shall have been paid in full in
                  cash, (2) at the time of and immediately after giving effect
                  to such prepayment, no Event of Default shall exist or would
                  have existed if such payment were, on a pro forma basis (x)
                  included in the calculation of the prior quarterly covenant
                  measuring period or (y) included in management's written best
                  good faith calculation for the next quarterly covenant
                  measuring period, and (3) immediately after giving effect to
                  such prepayment, Undrawn Availability shall equal or exceed
                  $3,000,000,"

            (m) Section 7.7 of the Loan Agreement is hereby amended by deleting
the word "Change" on the first line thereof and replacing the same with the
following: "Other than the Permitted Subordinated Debt Modifications, change".

            (n) New subsections 8.1(W), (X), (Y) and (Z) are hereby added to the
Loan Agreement to provide as follows:

                  "(W) Cross Default to Department Documentation. An event of
                  default shall occur and be continuing under any Department
                  Documentation which is not cured within any applicable grace
                  period."

                  "(X) Canadian Documentation. Failure of Borrower to cause the
                  Canadian Subsidiary to deliver to Agent the Required Canadian
                  Documentation on or prior to December 12, 1997."
<PAGE>

                  "(Y) Cash Dominion. Failure of Borrower to have entered into
                  all such documentation as shall be required by Agent to grant
                  to Agent full dominion and control over all proceeds of
                  Borrower's Accounts on or prior to December 12, 1997."

                  "(Z) Department Proceeds. Failure of Borrower to immediately
                  (but in no event later than two Business Days after Borrower's
                  receipt thereof) deliver to Agent the loan proceeds generated
                  from the transactions contemplated by the Department
                  Documentation, which such proceeds shall aggregate no less
                  than $500,000."

            (o) Exhibit 2.1(A)(5) to this Amendment is hereby added to the Loan
Agreement as Exhibit 2.1(A)(5).

            3. Conditions of Effectiveness. This Amendment shall become
effective when and only when Agent shall have received (a) four (4) copies of
this Amendment executed by Borrower and Corporate Guarantor, (b) an amendment
fee for Agent's account in an amount equal to $75,000, which may be charged by
Agent to Borrower's account (the "Amendment Fee"), (c) fully executed copies of
all Department Documentation, (d) the Intercreditor Agreement executed by the
Department and Borrower and (e) such other certificates, instruments, documents,
agreements and opinions of counsel as may be required by Agent or its counsel,
each of which shall be in form and substance satisfactory to Lender and its
counsel.

            4. Representations and Warranties. Borrower hereby represents and
warrants as follows:

            (a) This Amendment and the Agreement, as amended hereby, constitute
legal, valid and binding obligations of Borrower and are enforceable against
Borrower in accordance with their respective terms.

            (b) Upon the effectiveness of this Amendment, Borrower hereby
reaffirms that all covenants, representations and warranties made in the Loan
Agreement to the extent the same are not specifically amended hereby are correct
in all material respects and agrees that all covenants, representations and
warranties shall be deemed to have been remade as of the effective date of this
Amendment.

            (c) No Event of Default or Default has occurred and is continuing or
would exist after giving effect to this Amendment, other than a Default or Event
of Default occurring solely by reason of Borrower's failure to make certain
payments on the Subordinated Debt (the "Subordinated Debt Defaults"); provided,
however, that Borrower shall use its best efforts to cause the Permitted
Subordinated Debt Modifications to be executed and delivered promptly after the
Sixth Amendment Effective Date and shall otherwise make payments under the
Subordinated Debt in accordance with the terms and provisions of Section 7.5 of
the Loan Agreement which actions shall cause the Subordinated Debt Defaults to
be no longer outstanding.
<PAGE>

            (d) Borrower has no defense, counterclaim or offset with respect to
the Loan Agreement or the Obligations thereunder.

            5. Effect on the Loan Agreement.

            (a) Upon the effectiveness of Section 2 hereof, each reference in
the Loan Agreement to "this Agreement," "hereunder," "hereof," "herein" or words
of like import shall mean and be a reference to the Loan Agreement as amended
hereby.

            (b) Except as specifically amended herein, the Loan Agreement, and
all other documents, instruments and agreements executed and/or delivered in
connection therewith, shall remain in full force and effect, and are hereby
ratified and confirmed.

            (c) The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of Agent or Lender,
nor constitute a waiver of any provision of the Loan Agreement, or any other
documents, instruments or agreements executed and/or delivered under or in
connection therewith.

            6. Governing Law. This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns
and shall be governed by and construed in accordance with the laws of the State
of New York.

            7. Headings. Section headings in this Amendment are included herein
for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.

            8. Counterparts. This Amendment may be executed by the parties
hereto in one or more counterparts, each of which shall be deemed an original
and all of which taken together shall be deemed to constitute one and the same
agreement. Any signature received by facsimile transmission shall be deemed an
original signature hereto.

                       [SIGNATURE LINES ON FOLLOWING PAGE]
<PAGE>

            IN WITNESS WHEREOF, this Amendment has been duly executed as of the
day and year first written above.

                              UNITEL VIDEO, INC., as Borrower


                              By: /s/ Barry Knepper
                                 -----------------------------------------------
                              Name: Barry Knepper
                                   ---------------------------------------------
                              Title: Chief Executive Officer
                                    --------------------------------------------

                              R SQUARED, INC., as
                              Corporate Guarantor


                              By: /s/ Barry Knepper
                                 -----------------------------------------------
                              Name: Barry Knepper
                                   ---------------------------------------------
                              Title: President
                                    --------------------------------------------

                              HELLER FINANCIAL, INC., as Agent
                                and Lender


                              By: /s/ Venkat Venkatesan
                                 -----------------------------------------------
                              Name: Venkat Venkatesan
                                   ---------------------------------------------
                              Title: Vice President
                                    --------------------------------------------

                              Term Loan A Commitment: $9,000,000
                              ($8,400,000 of which is outstanding as of the
                              Sixth Amendment Effective Date)

                              Term Loan B Commitment: $0

                              Term Loan C Commitment: $0

                              Term Loan D Commitment: $2,500,000
<PAGE>

                                EXHIBIT 2.1(A)(5)

                                   TERM NOTE D

$2,500,000                                                    New York, New York
                                                               November __, 1997

            This Term Note D is executed and delivered under and pursuant to the
terms of that certain Amended and Restated Loan and Security Agreement dated as
of December 12, 1995 (as amended, supplemented or modified from time to time,
the "Loan Agreement") among Unitel Video, Inc., a Delaware corporation with its
principal place of business at 555 West 57th Street, New York, New York 10019
("Borrower"), R Squared, Inc., a California corporation with its principal place
of business at 3300 Cahuenga Boulevard West, Los Angeles, California 90068,
Heller Financial, Inc. ("Heller"), each of the other financial institutions
named in or which hereafter become a party to the Loan Agreement (Heller and
such other financial institutions, collectively, "Lenders") and Heller as agent
for Lenders (Heller, in such capacity, "Agent"). Capitalized terms not otherwise
defined herein shall have the meanings given to them in the Loan Agreement.

            FOR VALUE RECEIVED, Borrower hereby promises to pay to the order of
Heller at its offices located at 500 West Monroe, 18th Floor, Chicago, Illinois
60661 or at such other place as holder may from time to time designate to
Borrower in writing:

            (i) the principal sum of TWO MILLION FIVE HUNDRED THOUSAND AND
00/100 DOLLARS ($2,500,000.00) payable, subject to acceleration upon the
occurrence of an Event of Default under the Loan Agreement or earlier repayment
as required by the Loan Agreement; and

            (ii) interest on the principal amount of this Note from time to time
outstanding, payable at the Interest Rate set forth in Section 2.1(A)(5) of the
Loan Agreement. Upon the occurrence and during the continuance of an Event of
Default and notice thereof by Agent to Borrower (except that no notice shall be
required upon the occurrence of an Event of Default under subsection 8.1(G) or
8.1(H) of the Loan Agreement), interest may at Agent's election be payable at
the Default Rate. In no event, however, shall interest hereunder exceed the
maximum interest rate permitted by law.

            This Note is the Term Note D referred to in the Loan Agreement and
is secured by the Liens granted pursuant to the Loan Agreement and the Loan
Documents, is entitled to the benefits of the Loan Agreement and the Loan
Documents and is subject to all of the agreements, terms and conditions therein
contained.

            This Note is subject to mandatory prepayment and may be voluntarily
prepaid, in whole or in part, on the terms and conditions set forth in the Loan
Agreement.
<PAGE>

            If an Event of Default under Sections 8.1(G) or (H) of the Loan
Agreement shall occur, then this Note shall immediately become due and payable,
without notice, together with reasonable attorneys' fees if the collection
hereof is placed in the hands of an attorney to obtain or enforce payment
hereof. If any other Event of Default shall occur and be continuing under the
Loan Agreement or any of the Loan Documents, which is not cured within any
applicable grace period, then this Note may, as provided in the Loan Agreement,
be declared to be immediately due and payable, with notice to the extent
provided in the Loan Agreement, together with reasonable attorneys' fees, if the
collection hereof is placed in the hands of an attorney to obtain or enforce
payment hereof.

            This Note shall be governed by and construed in accordance with the
laws of the State of New York.

            Borrower expressly waives any presentment, demand, protest, notice
of protest, or notice of any kind except as expressly provided in the Loan
Agreement.

                                           UNITEL VIDEO, INC.


                                           By:
                                              ----------------------------------
                                           Its:
                                               ---------------------------------

STATE OF NEW YORK )
                  : ss.:
COUNTY OF NEW YORK)

            On the ____ day of November, 1997, before me personally came Barry
Knepper, to me known, who being by me duly sworn, did depose and say that he is
the ___________________ of Unitel Video, Inc., the corporation described in and
which executed the foregoing instrument; and that he signed his name thereto by
order of the board of directors of said corporation.


                                          -------------------------------
                                          Notary Public