Exhibit 10.3


                                 AGREEMENT



         THIS AGREEMENT is made and entered into as of the 1st day of May,
1993, by and among PATHE COMMUNICATIONS CORPORATION, a Delaware corporation
having its principal place of business c/o Metro-Goldwyn-Mayer, Los Angeles,
California ("PCC") and FREDRIC S. NEWMAN, with an office address at 600
Madison Avenue, New York, New York 10022 ("Newman").

                           W I T N E S S E T H :

         WHEREAS, PCC desires to secure the services of an independent
consultant with sufficient executive management and legal experience to
assume the principal management responsibilities of PCC; and

         WHEREAS, Newman has the experience and professional ability to
perform such services.

         NOW, THEREFORE, it is hereby agreed:

         1.   PCC will retain Newman as President, Secretary and Treasurer,
or to hold such other position or positions as may be agreed between the
parties, with all necessary power and authority to direct and manage the
affairs of PCC, including the discretion to employ legal, accounting or other
experts and counsel, but in all events subject to the authority of PCC's
Board of Directors.

         2.   Newman agrees to act as President, Secretary and Treasurer of
PCC, or in such other capacity as may be agreed between the Parties, upon the
terms and conditions set forth in this Agreement.


         3.   In consideration for the services to be provided by Newman
under this Agreement, PCC agrees to pay Newman a salary of $75,000 per annum
payable in equal monthly installments.  In the event Newman is required to
provide services pursuant to this Agreement, including participating in any
litigation matters involving PCC, for more than an average of one day per
week on a yearly basis, then PCC shall pay to Newman additional salary at a
rate of $225 per hour for such additional services.  Newman shall provide an
invoice to PCC at the end of each [one year/semi-annual period indicating the
basis for any such additional salary.

         4.   PCC will pay or promptly reimburse all out of pocket expenses
and other disbursements reasonably incurred by Newman in the performance of
this Agreement against submission of appropriate vouchers or other receipts.

         5.   PCC will relocate its principal place of business to a
location in New York, New York agreeable to Newman.

         6.   The term of this Agreement shall end on April 30, 1994.  PCC
may terminate Newman's services at any time upon payment to him of the
balance of the agreed annual salary that would be due and owing through the
remainder of the term of this Agreement or any renewal thereof plus any
additional salary for additional services in accordance with Paragraph 3
hereof.  This Agreement will be renewed and continue in effect for successive
one year terms unless written notice of termination is provided not later
than 60 days before the end of any annual term.

         7.  Amendment and Modification.  This Agreement may not be amended,
modified, or supplemented except by a writing signed by the parties hereto.

         8.  Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York,
without regard to conflict of law principles.  

         9.  Entire Agreement.  This Agreement sets forth the entire
agreement and understanding of the parties hereto in respect of the subject
matter contained herein, and supersedes all prior agreements, covenants,
representations or warranties whether oral or written, by any party hereto.

         10.  Notices.  All notices, requests, demands and other
communications required or permitted hereunder shall be given in writing
shall be deemed to have been duly given when received by the party to whom
sent and shall be addressed:  

    If to Newman:  600 Madison Avenue, 6th Fl.
                   New York, New York 10022
                   Telecopy No.:  (212) 980-1175

or to such other person or address as Newman shall furnish to PCC in writing.

    If to PCC:     c/o Metro-Goldwyn-Mayer Inc.
                   2500 Broadway Street
                   Santa Monica, California 90404-3061
                   Telecopy No.:  (310) 449-3080

or to such other person or address as PCC shall furnish to Newman in writing.

         11.  Counterparts.  This Agreement may be executed in counterparts
which, when so executed, shall constitute one and the same agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of
May 1, 1993.

WITNESSED:                   FREDRIC S. NEWMAN


______________________       /s/ Fredric S. Newman       
                             PATHE COMMUNICATIONS 
                             CORPORATION


______________________       By: /s/ Rene-Claude Jouannet
                                

                                Rene-Claude Jouannet     
                                (Name)
                                Director                 
                                (Title)