EXHIBIT 4.8

As of July 16, 1998

VIA FEDERAL EXPRESS AND TELECOPIER

Mr. Drew S. Levin
Team Communications Group, Inc.
12300 Wilshire Boulevard, Suite 400
Los Angeles, California 90025

RE: Drew S. Levin and Team Communication Group. Inc.
- Indebtedness Owing Joe Cayre

Dear Mr. Levin:

Reference is made to the obligations of Drew S. Levin ("Levin") and
Team Communications Group, Inc. (the "Company"), formerly known as DSL
Entertainment, Inc., pursuant to the terms and conditions of those certain (i)
Promissory Notes (together, the "Notes"), dated April 25, 1995 and August 10,
1995, made by the Company in favor of the undersigned, Joseph J. Cayre ("Cayre"
and, together with Levin and the Company, the "Parties"), in the amounts of
$500,000 and $250,000, respectively; (ii) Guaranty Agreements, dated as of April
25, 1995 and August 10, 1995 (together, the "Guarantees"); (iii) the Amended and
Restated Security and Pledge Agreement, dated as of August 10, 1995 (the
"Security and Pledge Agreement"); and (iv) the Amended and Restated Assignment
Agreement, dated as of August 10, 1995 (the "Assignment Agreement"), each such
agreement by and between Levin and Cayre; the terms and conditions of the
Amended and Restated Deed of Trust, dated as of August 10, 1995 by and among
Levin, his wife Laurie Levin and Cayre (the "Deed"). The Notes, the Guarantees,
the Security and Pledge Agreement, the Assignment Agreement, and the Deed are
collectively referred to herein as the "Loan Documents." Levin and the Company
have requested that Cayre extend the maturity dates of the aforementioned
obligations in connection with a proposed underwritten initial public offering
of shares of common stock of the Company. This letter is intended to clarify the
current status of the aforementioned obligations and to modify and amend the
Loan Documents as forth set forth below.

SECTION A. THE PARTIES AGREE AND CONFIRM THAT THE CURRENT STATUS OF
(I) THE COMPANY'S INDEBTEDNESS TO CAYRE UNDER THE NOTES,
(II) LEVIN'S DEBT TO CAYRE UNDER THE ASSIGNMENT AGREEMENT AND
(III) EACH OF CAYRE'S AND LEVIN'S STOCKHOLDINGS IN THE COMPANY
IS AS FOLLOWS:

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A.1. Under the Notes, the Company currently owes Cayre an
outstanding aggregate principal amount of $740,000 plus
accrued interest (which interest amount, as of June 30, 1998,
is agreed to be $59, 753.64). The outstanding aggregate
principal amount and accrued interest (calculated to the date
of repayment in full) under the Notes shall hereinafter be
referred to as the "Indebtedness." The Notes are currently due
and payable in full.

A.2. Under the Assignment Agreement, Levin, as an individual,
currently owes Cayre an outstanding principal amount of
$672,578.13 plus accrued interest (which was $226,619.98 as of
June 30, 1998). The outstanding aggregate principal amount and
accrued interest (calculated to the date of repayment in full)
under the Assignment Agreement shall hereinafter be referred
to as the "TPEG Reduction Amount." The TPEG reduction amount
shall be capped at $950,000 if and only if the payments
required by Section B hereof are made in full in a timely
manner.

A.3. The number of shares of Common Stock which have been issued
by the Company, including shares issued to each of Mr. Levin
and Mr. Cayre, are set forth on Schedule 1 attached hereto.
The shares of common stock owned by Mr. Levin, as set forth on
Schedule 1, are referred to herein as the "Levin Shares"; the
shares of common stock owned by Mr. Cayre, as set forth on
Schedule 1, are referred to as the "Cayre Shares."

A.4. Pursuant to the Guarantees, the Security and Pledge Agreement
and the Deed, Levin has collateralized the obligations under
his guarantee of the Notes and under the Assignment Agreement
with the Levin Shares and with his house.

SECTION B. IF THE COMPANY CONSUMMATES AN UNDERWRITTEN INITIAL PUBLIC
OFFERING (THE "IPO") ON OR BEFORE JULY 30, 1998:

B.1. At the closing of the IP0, the Company will concurrently
therewith

(a) repay to Cayre the principal and all accrued
interest due under the $250,000 Note,

(b) thirteen (13) months from the closing date of the
IPO, the Company will repay to Cayre the principal and
all accrued interest due under the $500,000 Note.

B.2. As set forth on Schedule 2, immediately after the IP0, Cayre
will own 214,874 shares of the Company's common stock and will
have an immediately exercisable option to purchase an
additional 48,743 shares at an exercise price of $.43 per
share PROVIDED; HOWEVER, that shares of common stock of the
Company beneficially owned

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by Levin at the time shall not exceed 606,421 shares plus
options for 85,000 shares which will not begin to vest until
1998).

B.3. The Company will cause the underwriters to use their best
efforts to cause at least 30,000 of Cayre's shares in the
Company to be sold in the "Green Shoe." The net proceeds of
the sale of such shares shall be applied against the then
outstanding balance of the TPEG Reduction Amount.

B.4. (a) The Company will effect the registration (the
"Registration") under the Securities Act of 1933, as
amended (the "Securities Act"), of those shares of the
Company held by Cayre (including shares issuable on
exercise of the Warrants held by Cayre ("Warrant Shares")
which are not sold in the Green Shoe (the "Registrable
Securities") and cause a registration statement covering
the Registrable Securities to become effective as soon as
possible as permitted by the underwriters, but in no
event later than 18 months after the effectiveness of the
IPO, and will cause such registration statement to remain
effective for a period of at least 24 months. The
Registration shall be effected for sale on a continuous
basis pursuant to Rule 415 under the Securities Act.
Notwithstanding anything to the contrary contained in
this Section B.4 (a), Cayre agrees not to effect any
public sale or distribution of the Registrable Securities
for a period not to exceed 18 months (12 months in the
case of Warrant Shares) from the effectiveness of the IP0
(the "Holdback Period"), if and to the extent requested
in writing by the managing underwriter or underwriters of
the IP0; PROVIDED, HOWEVER, that in no event shall
Cayre's Holdback Period exceed the --------- -------
length of any holdback period applicable to any other
stockholder of the Company. Levin may not sell any of his
shares in the Company prior to the sale by Cayre of at
least 60,000 of his shares of the Company's common stock
(including any shares sold in the Green Shoe).
Notwithstanding anything to the contrary in this Section
B.4(a), Levin may not sell more than 40,000 of his shares
of the Company's common stock until Cayre has sold all of
the Registrable Securities. Proceeds received by Levin
for sales in violation of this Agreement shall be
promptly remitted to Cayre and shall not reduce, or be
credited against, the indebtedness under the Notes, the
Guarantees or the TPEG Reduction Amount.

(b) The net proceeds of the sale of any Registrable
Securities shall be applied against the then outstanding
balance of the TPEG Reduction Amount. If and only if the
Registrable Securities are available for public sale
(i.e., they are registered under the Securities Act or
may be sold (pursuant to the written opinion of counsel
to the Company who is experienced in securities law
matters and is reasonably acceptable to Cayre) pursuant
to an exemption under Rule 144 of the Securities Act),
the Holdback Period has terminated and no stop order has
been effected), and if Cayre elects to hold the

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Registrable Securities for a period of 90 days or longer
after the Registrable Securities become and remain
available for public sale then the TPEG Reduction Amount
will be deemed reduced by an amount equal to (x) the
average, less 10%, of the last sale price per share on
the public market of the Company's common stock for the
10 trading days preceding the last day of such 90 day
period, multiplied by (y) the number of Registrable
Securities held by Cayre at such time.

B.5. The net proceeds of the sale of any of Cayre's shares of stock
of The Producers Entertainment Group, Ltd. (the "TPEG Shares")
shall be applied against the then outstanding balance of the
TPEG Reduction Amount. If and only if the TPEG Shares are
available for public sale (i.e., they are registered under the
Securities Act and no stop order has been effected), and if
Cayre elects to hold the TPEG Shares for a period of 90 days
or longer after the TPEG Shares become and remain available
for public sale, then the TPEG Reduction Amount will be deemed
reduced by an amount equal to (x) the average, less 10%, of
the last sale price per share on the public market of the
Company's common stock for the ten trading days preceding the
last day of such 90 day period, multiplied by (y) the number
of TPEG Shares held by Cayre at such time.

B.6. The Guarantees shall remain in effect and Cayre will continue
to hold the Deed of Trust on Levin's house until the TPEG
Reduction Amount (as may be reduced pursuant to Section B5)
and all indebtedness under the Notes are repaid in full.

B.7. Immediately prior to the effectiveness of the IP0, and as a
condition to any delay in the maturity of the Notes, the
Company, Levin and Cayre will enter into a security agreement,
an escrow agreement, a registration rights agreement and all
such other agreements, and the Company and Levin shall provide
to Cayre all such documents, as Cayre shall deem to be
necessary to protect and enforce his rights under this Letter
Agreement, which agreements shall be in form satisfactory to
Cayre. Cayre will receive opinions of counsel to the Company
and Levin, each in form satisfactory to Cayre, as to the
enforceability of the agreements described in this Section B.7
and the status of the. indebtedness under the Notes pursuant
to the last sentence of Section B.1.

B.8. The terms of any amendments to any of the Loan Documents
entered into by the Parties after August 10, 1995 shall
terminate and become unenforceable.

SECTION C. IF THE COMPANY DOES NOT CONSUMMATE AN IPO ON OR BEFORE
SEPTEMBER 30, 1998, OR, CAYRE HAS NOT OTHERWISE BEEN REPAID
THE AMOUNTS OWED TO CAYRE AS SET FORTH ABOVE BY THAT DATE:

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C.1. Shareholdings will remain as in Schedule 1. Cayre shall be
entitled to retain all of the Levin Shares in the Company as
collateral until all indebtedness under the Notes and the TPEG
Reduction Amount are repaid in full.

C.2. Cayre will continue to hold the Deed of Trust on Levin's house
until all indebtedness under the Notes and the TPEG Reduction
Amount are repaid in full.

C.3. All indebtedness under the Notes and the TPEG Reduction Amount
will be immediately due and owing.

C.4. The terms of (i) Sections B and D of this Letter Agreement,
(ii) any amendments to any of the Loan Documents entered into
by the parties hereto after August 10, 1995 and (iii) any
other agreements entered into after August 10, 1995 by the
parties hereto relating to, and in connection with, the
subject matter of this Letter Agreement shall terminate and
become unenforceable as of September 30, 1998; provided
however that sections A and C hereof shall remain in full
force and effect.

C.5. Notwithstanding anything to the contrary contained in this
Agreement, the 249,488 shares of the Company's Common Stock
that Cayre transferred to Levin, as set forth in Footnote 3 of
Schedule 2 attached hereto, shall be immediately transferred
back to Cayre for consideration from Cayre of One Dollar
($1.00). Upon the transfer of such shares back to Cayre, Cayre
will own 464,362 shares of the Company's Common Stock and will
have an immediately exercisable option to purchase an
additional 48,743 shares of the Company's Common Stock at an
exercise price of $.43 per share.

SECTION D. ADDITIONAL PROVISIONS:

D.1. Levin shall have an option, exercisable through December 31,
1998, to acquire 140,000 shares of Common Stock held by Cayre provided that he
repays to Cayre (the "Option Price") the sum of $559,000 (or such greater number
as is determined by adding $559,000 to the difference between $210,000 and the
amount obtained by multiplying the number of shares, if any, Cayre is permitted
to sell in the "Green Shoe" times the sales price. By way of example only, if
Cayre sells 25,000 shares at $7.00, the Option Price would be $594,000, such
amount determined by adding $559,000 to the difference between $210,000 and
$175,000. If a payment contemplated by this section D.1 is effected by Levin,
pursuant to the procedures set forth in D.2 below, all repayment obligations
from Levin to Cayre in respect of the TPEG Reduction Amount shall be deemed
satisfied in full.

D.2 The intent to exercise the option referred to in D.1 above
must be made in writing on or before November 15, 1998 and it is subject to the
IPO being effectuated prior to such date. The closing for the share repurchase
so provided shall be within five business days from the date of the notice.

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If the terms of this Letter Agreement are acceptable to you, please so
indicate by signing the enclosed copy of this Letter Agreement at the
appropriate place below and returning it to the attention of the undersigned.

Very truly yours,

/s/ JOSEPH J. CAYRE

Joseph J. Cayre

Agreed and Accepted as of
this 16 day of July, 1998

DREW S. LEVIN:

/s/ DREW S. LEVIN
- ---------------------------------
Drew S. Levin

TEAM COMMUNICATIONS GROUP, INC.

By: /s/ DREW S. LEVIN
------------------------------

Title: President
---------------------------

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SCHEDULE 1

TEAM ENTERTAINMENT GROUP
PRINCIPAL SHAREHOLDERS

Shares
---------
Drew Levin 484,964
Total Recall Investors 53,423
Affida Bank/Bank Leu 79,037
Wolfson Family Ltd. PS 8,544
Eli Levitin 854
Joseph Cayre 214,874
Wolfson Related Entities 249,488
Joe Farber 1,923
Chana Sasha Foundation 14,098
Bruce Vann 4,273
Bristol Capitol 2,777
Bud Burrell 17,089
---------
1,131,344
=========

Schedule 1
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SCHEDULE 2

PRINCIPAL SHAREHOLDERS

The following table sets forth, as of June 1, 1998, as adjusted to reflect
the sale of the shares of Common Stock offered hereby and the conversion of the
Conversion Note, the ownership of the Common Stock by: (i) each person who is
known by the Company to own of record or beneficially more than 5% of the
outstanding Common Stock; (ii) each of the Company's directors; and (iii) all
directors and executive officers of the Company as a group. Except as otherwise
indicated, the shareholders listed in the table have sole voting and investment
power with respect to the shares indicated.

Percentage Beneficially Owned
Name and Address Number ---------------------------------
Of Beneficial Owner(1) Of Shares(2) Before Offering After Offering
- ---------------------- ------------ --------------- --------------

Drew S. Levin(3)............................. 684,123 48.4% 23.5%
Joe Cayre(4)................................. 263,617 19.1% 9.2%
Wolfson Family Limited Partnership(5)........ 131,283 9.9% 4.6%
Aaron Wolfson(6)............................. 108,642 8.1% 3.8%
Abraham Wolfson(7)........................... 102,233 7.7% 3.6%
Affida Bank(8)............................... 82,305 6.2% 2.9%
Bruce P. Vann(9)............................. 14,273 1.1% *
Paul Yamamoto(10)............................ 20,000 1.5% 1 %
All officers and directors as a group (six
persons, including nominee directors)...... 742,146 51 % 25 %

_________________
* Less than 1%

(1) Address is c/o Team Communications Group, Inc., 12300 Wilshire Boulevard,
Suite 400, Los Angeles, California 90025.
(2) Gives effect to the anti-dilution provisions of the sale of 2.5% of the
Company's Common Stock from Mr. Drew Levin to Mr. Morris Wolfson, Mr.
Abraham Wolfson, Mr. Aaron Wolfson and Wedmore Corporation N.V. and the
conversion of the Conversion Note computed on a fully diluted basis.
(3) Includes 249,488 shares which Mr. Cayre has agreed to transfer to Mr.
Levin pursuant to Mr. Levin's arrangements with Mr. Cayre. Mr. Levin has
pledged his shares and his options to Mr. Cayre pursuant to Mr. Cayre's
loan transaction with the Company. Includes options to acquire 85,000
shares of Common Stock which the Company has agreed to grant to Mr.
Levin concurrently with the execution of his new Employment Agreement.
See "Certain Transactions" and "Employment Agreements."
(4) Includes options, which are exercisable upon the closing of the Offering,
to purchase 48,743 shares of the Company's Common Stock at an exercise
price of $0.43 per share. Mr. Cayre has granted the Underwriters a 45-day
option to purchase up to 30,000 additional shares to cover over-allotments,
if any. If the Underwriters' over-allotment option is exercised in full,
Mr. Cayre will own 7.6% of the outstanding shares of Common Stock of the
Company after the Offering.
(5) Includes 59,966 shares to be issued upon conversion of certain convertible
debt upon the closing of the Offering. Does not include 210,875 shares
owned by Abraham and Aaron Wolfson, Mr. Morris Wolfson's brothers, of
which Morris Wolfson disclaims beneficial ownership. Includes 20,506
shares owned by Chana Sasha Foundation, of which Mr. Wolfson is the
President.
(6) Includes 59,966 shares to be issued upon conversion of certain convertible
debt upon the closing of the Offering. Does not include 213,010 shares
owned by Morris or Abraham Wolfson, Aaron Wolfson's brothers, of which
Aaron Wolfson disclaims beneficial ownership.
(7) Includes 59,966 shares to be issued upon conversion of certain convertible
debt upon the closing of the Offering. Does not include 219,419 shares
owned by Morris or Aaron Wolfson, Abraham Wolfson's brothers, of which
Abraham Wolfson disclaims beneficial ownership.
(8) Includes options to purchase 3,268 shares of Common Stock at an exercise
price of $0.43 per share, which are exercisable upon the closing of the
Offering.
(9) Includes options to purchase 10,000 shares of Common Stock at an exercise
price of $1.00 per share, which are exercisable upon the closing of the
Offering.
(10) Includes options to purchase 20,000 shares of Common Stock at an exercise
price of $1.00 per share, which are exercisable upon the closing of the
Offering.

Schedule 2