March 7, 1995

Mr. Arthur Bernstein
8228 Fountain Avenue, #3
Los Angeles, CA  90046

         RE:      EMPLOYMENT AGREEMENT

Dear Arthur:

Reference is made to an Employment Agreement between The Producers Entertainment
Group Ltd. (the "Company") and Arthur H. Bernstein ("Bernstein") dated as of
June 22, 1992, as amended on August 15, 1994 (the "Agreement").

The parties are now desirous of amending the Agreement. In consideration of the
mutual covenants and promises contained herein, as well as, the Company paying
to Bernstein a bonus in the amount of Twelve Thousand Dollars ($12,000.00)
payable upon execution of this Agreement, the parties agree to amend the
Agreement with respect to the following provisions:

Paragraph 2.1: The Term of the Agreement shall be extended to June 30, 1996.

Paragraph 5.3(b): Bernstein's monthly automobile reimbursement shall be
increased to $750.00.

All other terms and conditions contained in the Agreement shall remain in full
force and effect unless and until modified in writing and signed by the parties.

If the aforementioned is accepted and agreed to, please indicate such by
affixing your signature as indicated below, and together with ours shall
represent the complete Agreement.

Sincerely,

The Producers Entertainment Group Ltd.

/s/ Irwin Meyer
- -----------------------------
Irwin Meyer
President & CEO

                                       ACCEPTED AND AGREED:

                                       /s/ Arthur Bernstein
                                       ----------------------------------
                                       Arthur H. Bernstein

cc:      Steve Berglas
         Michael Dempsey, Esq.