SABAN INTERNATIONAL SERVICES, INC.         SABAN INTERNATIONAL N.V.
4000 W. Alameda Avenue                     6 Abraham de Veerstraat
Burbank, CA 91505 USA                      Curacao, Netherland Antilles


                                           September 21, 1992


Toei Company, Ltd.
3-2-17, Ginza, Chuo-ku
Tokyo, 104, Japan

    Re:   Distribution Agreement dated August 21, 1992
          regarding "Galaxy Rangers" and Megaman Agreement
          dated June 1, 1986 and amended on October 22, 1987

Dear Sirs:

    Regarding the above-mentioned agreements, we would appreciate it if you
would agree to the following:

    (a)  You will facilitate and cooperate with us in the hiring of the players
who perform the role of the Sorceress character and her disciples for shooting
in your studios in Tokyo, in order to shoot various sequences within two 8-hour
days (including a one-hour lunch break each day).

    (b)  You will deliver to us all existing costumes used for your production
of the Program.

    (c)  You agree that we may utilize the footage, not more than three minutes
per episode from the "Megaman" program, in which the Megaman character does not
appear, to make our version for international exploitation.

    Please indicate your agreement and confirmation to the above on the space
provided below.


AGREED AND CONFIRMED:                 Sincerely yours,

TOEI COMPANY, LTD.                    SABAN INTERNATIONAL SERVICES, INC.


By: /s/ Osamu Fukunaka                By:  /s/ Mel Woods
    ------------------                     ------------------
Its: Executive Director               Its:  President
     Int'l Sales & Purchasing



                                      SABAN INTERNATIONAL N.V.


                                      By: /s/ R.A. de Meza
                                          ------------------
                                      Its: Managing Director