January 25, 1996

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

         RE:      EMPLOYMENT AGREEMENT

Dear Arthur:

Reference is hereby 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, and as further amended
on March 7, 1995 (the "Agreement").

The Parties are now desirous of amending the Agreement. In consideration of the
mutual covenants and promises contained herein, as well as, other good and
valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, the parties agree to amend the Agreement such that the Term of the
Agreement listed in Paragraph 2.1 of the Agreement shall be extended from June
30, 1996 until December 31, 1996.

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 & AGREED:

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




cc:      Steve Berglas, Michael Dempsey, Esq., Charles Weber