Cross Collateralization Agreement

EXHIBIT 10.51)


FIRST AMENDMENT TO
CROSS COLLATERALIZATION AGREEMENT


This First Amendment to Cross Collateralization Agreement ("Amendment") is dated as of January 10, 1996 among Newmarket Capital Group, L.P. ("Newmarket"), Dayton Way Pictures, Inc. ("DW"), Dayton Way Pictures II, Inc. ("DWII"), Dayton Way Pictures IV, Inc. ("DWIV"), Allied Pinocchio Productions, Ltd. ("APPL") and The Kushner-Locke Company ("K-L").


R E C I T A L S


WHEREAS, Newmarket, DW, DWII, DWIV, APPL and K-L have entered into that certain Cross Collateralization Agreement dated as of July 7, 1995, (the "Agreement") relating to those certain motion pictures presently entitled "THE GRAVE", "THE NESTING", "THE WHOLE WIDE WORLD" and "THE LEGEND OF PINOCCHIO"; and


WHEREAS, Newmarket, DW, DWII, DWIV and K-L now wish to amend the Agreement;


NOW, THEREFORE, for good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, Newmarket, DW, DWII, DWIV, APPL and K-L hereby agree as follows:


1. DEFINITIONS. All capitalized terms not otherwise defined herein are used herein as defined in the Agreement.


2. AMENDMENT. The parties hereto acknowledge that K-L and ING have been unable to conclude their loan facility as of the date hereof and therefore APPL hereby agrees that notwithstanding the provisions of Section 2 o ...