Credit Request For Team Communications Group, Inc.

CONFIDENTIAL


July 20, 1998


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


VIA FACSIMILE


RE: Credit Request for Team Communications Group, Inc.


Dear Drew:


We are pleased to express our interest in considering the credit accommodations described below. This letter is not intended to constitute a commitment to lend on the part of Imperial Bank ("Bank"), but only to summarize for discussion purposes the credit accommodations which we are interested in considering at this time.


BORROWER: Team Entertainment Group, Inc. and wholly owned
subsidiaries ("Team" or "the Company")


FACILITY: $10,000,000 collateralized revolving credit facility
("the Facility")


PURPOSE: To offset cash flow timing differences that arise
between the production and marketing of product and the
collection of related accounts and contracts
receivable.


MATURITY: July 31, 1999.


SECURITY: Perfected first security priority interest in all
assets of the Company including but not limited to all
domestic and foreign accounts, inventory, equipment,
accounts receivable, and contract receivables.


In addition, the following will be required:


Assignment of all copyrights and mortgage of copyrights including but not limited to all film assets and pictures.


2


Laboratory pledgeholder agreements with all facilities
holding physical elements of film and video product
produced by the Company.


Assignment of (or a right of equivalent access under)
all laboratory access letters or documents allowing
access to the physical elements of film, video and
television product coterminous with the rights of the
Company on acquired product.


COMMITMENT FEE: 2.0% of the amount of the Facility, which is due
and payable on signing of loan documentation.


UNUSED COMMITMENT FEE: 0.50% on unused portion of the Commitment Amount.
Calculation shall be on the basis of actual days
elapsed in a year of 360 days and payable quarterly in
arrears.


INTEREST RATE: One and a half percent (1.50%) above Imperial Bank's
announced Prime Rate as it may vary from time to time
on the portion of the commitment which is not secured
by cash. Calculation of interest shall be on the basis
of actual days elapsed in a year of 360 days and
payable monthly in arrears.


Two percent (2.00%) per annum plus the one, three, or
six month LIBOR rate as quoted from time to time to the
Bank on any cash-secured borrowings. No more than five
LIBOR loans may be outstanding at any one time and
shall be in amounts of not less than $1,000,000.


BORROWING BASE: Total outstandings under the Facility will be limited
to the amount eligible under the Borrowing Base
computed in accordance with the following: TIER 1, 90%
of all completed domestic product which includes
contracts receivable (or accounts receivable) from the
major US television networks, major pay cable channels
and cable networks, and independent television stations
due within the next rolling 12 months from the date of
calculation of the Borrowing Base plus TIER 2, 75% of
foreign contracts receivable (or accounts receivable)
from Approved Territories and debtors for completed
product due within 12 months from the date of
calculation of the Borrowing Base plus TIER 3, 15% of
foreign contracts receivable (or accounts receivable)
from Secondary Territories and debtors for completed
product due within 12 months from the date of
calculation of the Borrowing Base, plus TIER 4, 100% of
100% ...