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                                                                  EXHIBIT 10.71

                               AMENDMENT NO. 2 TO
                         LIMITED FORBEARANCE AGREEMENT


     AMENDMENT NO. 2 dated as of February 27, 2001 (the "Amendment"), to Limited
Forbearance Agreement dated as of January 11, 2001 as amended by Amendment No. 1
dated as of January 29, 2001 (the "Forbearance Agreement") among THE
KUSHNER-LOCKE COMPANY (the "Borrower"), its subsidiaries (the "Guarantors", and
together with the Borrower, the "Credit Parties"), the Lenders party to the
Credit Agreement defined below (the "Lenders") and THE CHASE MANHATTAN BANK
(formerly known as Chemical Bank), as Agent and as Fronting Bank for the Lenders
(the "Agent").

     The Borrower, the Guarantors, the Lenders and the Agent are parties to a
Credit, Security, Guaranty and Pledge Agreement, dated as of June 16, 1996, as
amended (the "Credit Agreement").

     As set forth in Section 1 of the Forbearance Agreement, Defaults and Events
of Default under the Credit Agreement have occurred and are continuing. In order
to allow the Borrower additional time to prepare for the proposed sale of its
film library and related accounts receivable and to explore various
restructuring options, the Borrower has requested that the Agent and the Lenders
amend the Forbearance Agreement to (i) extend the Lender's agreement to forebear
from applying collections in respect of the Credit Parties' receivables to
repayment of the Loans, (ii) release an additional portion of such collections
to fund operating expenses of the Credit Parties, and (iii) make certain other
modifications to the Forbearance Agreement.

     The Agent and the Lenders have agree to the foregoing requests, all on the
terms and subject to the conditions hereinafter set forth.

     Accordingly, the parties hereby agree as follows:

     1.  Defined Terms. All capitalized terms not otherwise defined herein are
used as defined in the Forbearance Agreement.

     2.  Amendments to Forbearance Agreement. Subject to the satisfactions of
the conditions precedent set forth in Section 3 hereof, the Forbearance
Agreement is hereby amended effective as of the Effective Date (as hereinafter
defined) as follows:

          (a) The reference to "February 28, 2001" as the Stated Expiration Date
set forth in Section 2 of the Forbearance Agreement is hereby amended to be
"April 4, 2001."

          (b) The Disbursement Schedule attached as Exhibit A to the
Forbearance Agreement is hereby replaced in its entirety with the Disbursement
Schedule attached as Exhibit A-1 to this Amendment.



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     3.  Conditions to Effectiveness. The provisions of Section 2 of this
Amendment shall not become effective unless and until the Agent shall have
received counterparts of this Agreement executed by each of the parties hereto.

     4.  Full Force and Effect. Except as expressly amended hereby, the
Forbearance Agreement shall continue in full force and effect in accordance with
the provisions thereof on the date hereof. As used in the Forbearance Agreement,
the terms "Agreement", "this Agreement", "herein", "hereafter", "hereto",
"hereof", and words of similar import shall, unless the context otherwise
requires, mean the Forbearance Agreement as amended by this Amendment.

     5.  APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     6.  Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one instrument.

     7.  Headings. The headings of this Amendment are for the purposes of
reference only and shall not affect the construction of this Amendment.






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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers, all as of the date and year
first above written.

                                   BORROWER:


                                   THE KUSHNER-LOCKE COMPANY

                                   By: /s/ Peter Locke
                                      -----------------------------------
                                      Name:  Peter Locke
                                      Title: Co-Ceo


                                   GUARANTORS:

                                   KL PRODUCTIONS, INC.
                                   POST AND PRODUCTION SERVICES, INC.
                                   TWILIGHT ENTERTAINMENT, INC.
                                   KLF GUILD CO.
                                   KLTV DEVELOPMENT CO.
                                   KUSHNER-LOCKE INTERNATIONAL, INC.
                                   KL INTERACTIVE MEDIA, INC.
                                   DAYTON WAY PICTURES III, INC.


                                   By: /s/ Peter Locke
                                      -----------------------------------
                                      Name:  Peter Locke
                                      Title: Co-Ceo

                                   KLC/NEW CITY
                                   By its General Partner
                                   THE KUSHNER-LOCKE COMPANY

                                   By: /s/ Peter Locke
                                      -----------------------------------
                                      Name:  Peter Locke
                                      Title: Co-Ceo



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                                 LENDER:

Executed in                      THE CHASE MANHATTAN BANK (formerly
York, New York                   known as Chemical Bank), as Agent




                                 By:
                                    ---------------------------
                                    Name:
                                    Title:


                                 NIB CAPITAL BANK, N.V. (formerly
                                 known as De Nationale Investeringsbank N.V.)


                                 By:
                                    ---------------------------
                                    Name:
                                    Title:

                                 By:
                                    ---------------------------
                                    Name:
                                    Title:


                                 COMMERICA - BANK CALIFORNIA


                                 By:
                                    ---------------------------
                                    Name:
                                    Title:



                                 FAR EAST NATIONAL BANK



                                 By:
                                    ---------------------------
                                    Name:
                                    Title: