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                                                                   Exhibit 10.28

                      FOURTH AMENDMENT TO CREDIT AGREEMENT


         THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (the "Amendment") is made and
dated as of the 18th day of March, 1998, 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 Credit Agreement dated as of January 26,
1996, 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. Extension of Maturity Date. To reflect the agreement of the parties
to extend the term of the Credit Agreement, effective as of the Effective Date
(as defined in Paragraph 8 below) the definition of "Maturity Date" as set forth
in Paragraph 12 of the Credit Agreement is hereby amended to read in its
entirety as follows:

                  "'Maturity Date' shall mean the earlier of: (a) June 30, 2000,
         and (b) the date the Lenders terminate their obligation to make further
         Loans hereunder pursuant to Paragraph 9 above."

         2. Interest Rate. To reflect the agreement of the parties to reduce the
interest rate applicable to COF Loans and Reference Rate Loans, effective as of
the Effective Date:

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

                "'Applicable COF Rate' shall mean with respect to any Interest
         Period, the COF Rate for such Interest Period plus one and
         three-quarters percent (1.75%)."


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            (b) Paragraph 1(b) of the Credit Agreement is hereby amended to
delete the words "plus one-quarter of one percent (0.25%)" appearing in
subsection (2) thereof.

         3. Document Supported Loans. To reflect the agreement of the parties to
liberalize the conditions under which a Product Acceptance Certificate is
required to be furnished to the Agent, effective as of the Effective Date the
definition of "Document Supported Loan" as set forth in Paragraph 12 of the
Credit Agreement is hereby amended to read in its entirety as follows:

                  "'Document Supported Loan' shall mean a Loan funded on any
         date on which the principal amount of outstanding Loans and Outstanding
         Letters of Credit, whether prior to or as a result of funding of such
         Loan, is or will be greater than $15,000,000.00."

         4. Reports. To reflect the agreement of the parties to modify the
timing requirements for delivery certain reports are required to be furnished to
the Agent and the Lenders, effective as of the Effective Date Paragraph 7(b)(2)
of the Credit Agreement is hereby amended to read in its entirety as follows:

                  "(2) No later than the forty-fifth day following the end of
         each fiscal quarter, an aged accounts receivable trial balance and an
         aged accounts payable trial balance in a form reasonably acceptable to
         the Agent;"

         5. Permitted Acquisitions. To reflect the agreement of the parties to
increase the aggregate dollar amount of acquisitions permitted during the term
of the Credit Agreement without the need for obtaining consent of the Agent and
the Lenders thereto, Paragraph 8(d) of the Credit Agreement is hereby amended to
delete the dollar amount "$1,000,000.00" appearing therein and to replace the
same with the dollar amount "$2,000,000.00".

         6. Financial Covenants. To reflect the agreement of the parties to
modify certain of the financial covenants contained in the Credit Agreement,
effective as of the Effective Date:

              (a) Paragraph 8(i) of the Credit Agreement is hereby amended to
         read in its entirety as follows:

                  "8(i) Minimum Tangible Net Worth.  Permit:

                        (1) The Company's Tangible Net Worth as of the last day
         of any calendar quarter, commencing September 30, 1998, to be less than
         the sum of: (i) $20,000,000.00, plus (ii) on a cumulative basis (with
         no deduction for losses) for each calendar quarter after September 30,
         1998, (y) seventy-five percent (75%) of the Company's Net Profit After
         Taxes during such calendar quarter plus (z) seventy-five percent (75%)
         of the net proceeds of any additional equity shares or Subordinated
         Debt issued by the Company; or

                        (2) The Company's consolidated Tangible Net Worth as of
         the last day of any calendar quarter, commencing September 30, 1998, to
         be less than the sum of (i) $20,000,000.00, plus (ii) on a cumulative
         basis (with no deduction for losses) for each


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         calendar quarter after September 30, 1998, (y) seventy five percent
         (75%) of the Company's consolidated Net Profit After Taxes during such
         calendar quarter plus (z) seventy five percent (75%) of the net
         proceeds of any additional equity shares or Subordinated Debt issued by
         the Company or its Subsidiaries."

              (b) Paragraph 8(j) is hereby amended to read in its entirety as
            follows:

                  "8(j) Ratio of Total Liabilities to Net Worth.

                        (1) Permit: (i) the Company's ratio of Total Liabilities
         (including Outstanding Letters of Credit) to Tangible Net Worth, or
         (ii) the Company's ratio of consolidated Total Liabilities (including
         Outstanding Letters of Credit) to consolidated Tangible Net Worth as of
         the last day of any calendar quarter to be more than 3.00:1; or

                        (2) Permit: (i) the Company's ratio of Total Liabilities
         (excluding Outstanding Letters of Credit) to Tangible Net Worth, or
         (ii) the Company's ratio of consolidated Total Liabilities (excluding
         Outstanding Letters of Credit) to consolidated Tangible Net Worth as of
         the last day of any calendar quarter to be more than 2.25:1.00."

              (c) Paragraph 8(k) is hereby amended to read in its entirety as
            follows:

                  "8(k) Minimum Current Ratio. Permit: (1) the Company's ratio
         of Current Assets to Current Liabilities (excluding Indebtedness
         permitted under Paragraph 8(b)(7) above), or (2) the Company's ratio of
         consolidated Current Assets to consolidated Current Liabilities
         (excluding Indebtedness permitted under Paragraph 8(b)(7) above), to be
         less than 1.25:1.00 at and as of the last day of any calendar quarter."

              (d) Paragraph 8(n) is hereby amended to read in its entirety as
            follows:

                  "8(n) Capital Expenditures. And shall not permit any
         Subsidiary to, make or commit to make (by way of acquisition of the
         securities of any Person or otherwise), Capital Expenditures, taken in
         the aggregate for the Company and its consolidated Subsidiaries, in
         excess of $2,000,000.00 during fiscal 1998 or any fiscal year
         thereafter."

         7. 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.

         8. Effective Date. This Amendment shall be effective, retroactive to
March 18, 1998 (the "Effective Date"), as of the date that the Agent receives
duly executed signature pages for this Amendment from each party hereto.


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         9.  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 constitute the legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their respective terms.

             (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
respects, and (ii) there has not occurred an Event of Default or Potential
Default.

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

         11. 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/ WILLIAM M. KING
                                   --------------------------------------------
                                Name: William M. King
                                     ------------------------------------------
                                Title: Vice President, Finance
                                      -----------------------------------------


                                SANWA BANK CALIFORNIA, as Agent and as a Lender



                                By: /s/ ROBERT G. MOORE
                                   -------------------------------------------
                                Name: Robert G. Moore
                                     -----------------------------------------
                                Title: Vice President
                                      ----------------------------------------


                                IMPERIAL BANK, as a Lender


                                By: /s/ JEFF COLVIN
                                   -------------------------------------------
                                Name: Jeff Colvin
                                     -----------------------------------------
                                Title: Senior Vice President
                                      ----------------------------------------



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