Distribution Agreement

It Is Therefore Agreed as Follows:

by Ml Delphi Premier Partners Lp
November 6th, 1998
     The parties to this agreement are TriStar Pictures, Inc.,  a
Delaware corporation ("TriStar"), and ML Delphi Premier Partners,
L.P., a Delaware limited partnership (the "Seller").  TriStar, as
successor  in interest to TriStar Pictures, a joint venture,  and
the  Seller  are  joint venturers in Tri-Star-ML  Delphi  Premier
Productions,  a joint venture organized under New York  law  (the
"Joint  Venture")  pursuant to a Joint  Venture  Agreement  dated
August  28,  1986,  as  amended (the "Joint Venture  Agreement").
TriStar  desires to purchase (in such capacity, the  "Purchaser")
from  the Seller, and the Seller desires to sell to TriStar,  all
of  Seller's right, title and interest in and to the Interest (as
hereinafter defined), subject to the terms and provisions of this
Agreement.

     It is therefore agreed as follows:

     1.   Sale.

          For  and  in  consideration of the Purchase  Price  (as
hereinafter defined) and upon the execution and delivery of  this
Agreement by TriStar, the Seller does hereby sell, transfer,  set
over  and assign to TriStar all of the Seller's right, title  and
ownership  interest in and to the Films set forth on  Schedule  1
hereto  (collectively,  the "Films"),  all  of  which  are  owned
through  the  Joint Venture, and the Seller's  interests  in  the
Joint  Venture  (hereinafter  referred  to  collectively  as  the
"Interest").   Concurrently with the execution  and  delivery  of
this  Agreement  by  TriStar and the  Seller,  the  Seller  shall
execute and deliver to TriStar (a) an Assignment of Joint Venture
Interest with respect to its interest in the Joint Venture in the
form of Exhibit A attached hereto, and (b) as a joint venturer in
the  Joint Venture, a Bill of Sale and a Copyright Assignment  in
the  forms  of  Exhibit  B and Exhibit C, respectively,  attached
hereto.

     2.   Termination of Distribution Agreements.

          Effective as of the date hereof upon payment by TriStar
and  receipt  by the Seller of the Purchase Price (as hereinafter
defined), the Distribution Agreement dated August 28, 1986, (such
agreement,   as  amended,  being  the  "Distribution  Agreement")
between TriStar and the Joint Venture relating to the Films shall
automatically terminate without any further action on the part of
either  party  hereto or the Joint Venture.  Notwithstanding  the
foregoing,  the  provisions of Article XXIV of  the  Distribution
Agreement shall survive such termination.

     3.   Termination of Joint Venture.

          Effective as of the date hereof upon payment by TriStar
and  receipt  by the Seller of the Purchase Price (as hereinafter
defined)  and  the  delivery of the Assignment of  Joint  Venture
Interest  in  the form of Exhibit A attached hereto, without  any
further  action by the parties, the Joint Venture shall terminate
and  all  right, title and interest in and to the assets  of  the
Joint   Venture  and  all  obligations  (other  than  obligations
incurred by Seller on behalf of the Joint Venture outside of  the
scope of Seller's authority) of the Joint Venture shall inure  to
TriStar as successor in interest.

     4.   Purchase Price.

          Within  two business days of the execution and delivery
of this Agreement by TriStar and the Seller, TriStar shall pay to
the  Seller,  as the purchase price for the Interest, $625,000.00
(the "Purchase Price"), which shall be paid, without deduction or
setoff,  by wire transfer of immediately available funds  to  the
account  of  the Seller as set forth on Schedule 2  hereto.   The
parties  hereto acknowledge and agree that, subject to the  terms
of  this  Agreement,  (i)  the Purchase  Price  constitutes  full
satisfaction and settlement for the purchase of the Interest and,
in  addition,  of any and all amounts payable by TriStar  to  the
Seller or the Joint Venture, and any amounts payable by Seller to
TriStar  or the Joint Venture, in each case with respect  to  the
distribution and exploitation of the Films under the terms of the
Joint Venture Agreement, the Distribution Agreement and the other
agreements  and instruments entered into in connection  with  the
production,  distribution  and  exploitation  of  the  Films   as
contemplated by the Seller's Prospectus dated September 4,  1986,
as  such  agreements, as amended, modified or supplemented,  have
been  entered  into  (the "Subject Agreements"),  and  (ii)  upon
receipt  of the Purchase Price by the Seller, TriStar shall  have
no further liability or obligation to the Seller and Seller shall
have  no further liability or obligation to TriStar or the  Joint
Venture  for  the purchase of the Interest or the Films,  or  for
payments arising under the Subject Agreements with respect to the
distribution   and  exploitation  of  the  Films,   except   that
notwithstanding  the foregoing, the indemnities  granted  in  the
Subject Agreements set forth in Schedule 3 hereto shall survive.

     5.   Representations and Warranties of the Seller.

          The  Seller represents and warrants to TriStar that (a)
the  Seller  is the owner of the Interest free and clear  of  all
mortgages,   pledges,   liens,  security  interests   and   other
encumbrances  of any nature whatsoever; (b) the  Seller  has  not
assigned  or  transferred to any other person, firm, corporation,
trust  or  other  entity  in  any manner,  including  by  way  of
subrogation or operation of law or otherwise, all or any  portion
of  any  claim, demand, right (including a right to  receive  any
payment,  whether  in  respect  of a  participation  interest  or
otherwise), action or cause of action that it had, has  or  might
have arising under or in respect of the Interest, the Films,  the
Subject  Agreements or the business or operations  of  the  Joint
Venture;   and  (c)  to  the  best  of  Seller's  knowledge,   no
litigation,  investigation  or administrative  proceeding  of  or
before any court, arbitrator or governmental authority is pending
or  threatened against the Joint Venture, Seller or the  Seller's
general  partner, under or in connection with the  Interest,  the
Joint Venture, the Subject Agreements, the business or operations
of the Joint Venture or the transactions contemplated hereby.

     6.   Representations and Warranties of TriStar.

          TriStar  hereby represents and warrants to  the  Seller
that  no  material books or records of TriStar or its  affiliates
related  to  the  computation of costs of the Films  or  Seller's
share  of  the revenues derived from the exhibition, distribution
and other exploitation of the Films have been withheld by TriStar
from  Seller or any agent or representative of Seller  (including
without  limitation, Magera Management Corporation) with  respect
to the distribution and production audits heretofore performed by
or on behalf of the Seller.  Seller acknowledges that it has been
given  the opportunity to audit the books and records of  TriStar
and its affiliates related to the production and distribution  of
the Films and agrees that unless Seller has a reasonable basis to
believe that the foregoing representation is untrue, Seller shall
have  no  further right to audit any such books or records.   The
Seller represents and warrants to TriStar that neither the Seller
nor any of its directors, officers, employees, affiliates, agents
or   representatives   (including,  without  limitation,   Magera
Management Corporation) is presently aware of any breach  of  the
foregoing representation and warranty of TriStar.

     7.     Additional  Representations  and  Warranties  of  the
Parties.

          Each  of TriStar and the Seller represents and warrants
to  the  other that (a) it has the right, power and authority  to
execute,  deliver and perform this Agreement; (b) this  Agreement
and  each other agreement entered into in connection herewith  to
which  it  is  a  party  have been duly and  validly  authorized,
executed  and delivered by it and each such agreement constitutes
its  legal, valid and binding obligation, enforceable against  it
in  accordance  with  its terms, except as  such  rights  may  be
limited  by  bankruptcy,  insolvency  and  other  laws  affecting
creditors' rights generally and by equitable principles;  (c)  no
consent by any third party (including, without limitation, in the
case  of  the  Seller, the limited partners  of  the  Seller)  is
required   in   connection  with  its  execution,  delivery   and
performance of this Agreement and such agreements referred to  in
clause   (b)  above;  and  (d)  it  has  made  its  own  business
determination and judgment regarding the purchase and sale of the
Interest  for  the Purchase Price pursuant to this Agreement  and
that it is not relying upon any representation or warranty by the
other party in connection therewith or otherwise with respect  to
the  Interest or the Films, except as expressly set forth herein.
TriStar   and   the  Seller  acknowledge  that  "preferred   film
interests"  (exclusive of the Films or the Interest) acquired  by
the  Joint Venture from TriStar, which entitled the Joint Venture
to  payments based on the gross proceeds of certain films, ceased
to  exist on December 31, 1996 and, therefore, are not a part  of
any sale, transfer, set over or assignment under this Agreement.

     8.   Further Assurances.

          (a)   The Seller agrees, after the date hereof, to take
all further actions which are reasonably requested by TriStar  in
connection with the sale and transfer of the Interest to  TriStar
to  carry  out  the  terms of this Agreement; provided  that  the
Seller  shall not be required to incur any out-of-pocket cost  or
expense in connection with any such action unless TriStar  agrees
to reimburse the Seller for such cost or expense.

          (b)  TriStar agrees, after the date hereof, to take all
actions (i) necessary or appropriate for TriStar as purchaser  or
for the Joint Venture or TriStar as a joint venturer in the Joint
Venture  to evidence the transactions effected hereby, including,
without  limitation,  any filings with governmental  authorities,
and  to  bear  the  costs of any such actions or (ii)  reasonably
requested  by  Seller in connection with the  sale  and  transfer
effected  by this Agreement, at the cost and expense  of  Seller;
provided  that the foregoing shall in no event impose on  TriStar
any  obligations  or  liabilities  under  the  federal  or  state
securities laws with respect to filings thereunder required to be
made by Seller.

          
          
     9.   Records.

          For  a period of seven (7) years following the date  of
this  Agreement,  each of TriStar and the Seller  agree  for  the
benefit  of  the other, upon reasonable prior notice  and  during
regular business hours, to make its business records relating  to
the Interest and the Films available to the other (subject to any
applicable confidentiality obligations to which either party  may
be subject) for purposes of any tax audit and/or litigation.

     10.  Indemnification.

          (a)   Each party (for purposes of this Section 10  each
an  "Indemnifying Party") shall indemnify and hold  harmless  the
other   party   and  its  respective  subsidiaries,   affiliates,
shareholders, partners and agents (including but not  limited  to
Magera  Management Corporation) and the respective  shareholders,
partners, officers, directors and employees of each of them (each
an  "Indemnified  Party") against any and  all  claims,  damages,
judgements,   losses,   costs,   expenses   (including,   without
limitation, reasonable attorneys' fees and disbursements incurred
in   connection  with  investigating,  preparing  to  defend   or
defending  against any action, suit or proceeding  threatened  or
commenced),  penalties  and liabilities of  any  kind  or  nature
whatsoever  which  may  be  sustained or  suffered  by  any  such
Indemnified Party directly or indirectly, relating to or  arising
out   of,   a   breach  of  any  of  the  covenants,  agreements,
representations or warranties contained in this Agreement by such
Indemnifying  Party  or  in  any certificate  or  other  document
executed  and  delivered by such Indemnifying Party  pursuant  to
this  Agreement  or  at  the  closing  of  the  sale  transaction
contemplated by this Agreement.

          (b)    All  rights  and  remedies  conferred  by   this
Agreement  to an Indemnified Party shall be cumulative and  shall
not interfere with or prevent the exercise of any other right  or
remedy which may be available to such Indemnified Party hereunder
or otherwise under law or in equity.  Any Indemnified Party shall
promptly notify the Indemnifying Party of any claim, demand, suit
or  proceeding  with  respect to which it  seeks  indemnification
(provided  that the failure to give such prompt notice shall  not
affect  the  obligation  of  the Indemnifying  Party  unless  the
failure  to give the notice materially and adversely affects  its
interest) and the Indemnifying Party shall at all times have  the
right to defend, settle or compromise such claim, demand, suit or
proceeding with counsel of its own choosing and in such manner as
it  may  deem  advisable; provided, however, that an Indemnifying
Party  may  not settle any such claim, demand, suit or proceeding
which  in any way would affect the rights, interest or reputation
of an Indemnified Party without the prior written consent of such
Indemnified  Party.   If the Indemnifying Party  shall  elect  to
control such defense, the Indemnified Party shall have the  right
to  engage separate counsel of its choice and participate in  the
defense,  negotiation or settlement of such action or  proceeding
but  shall  bear  the fees and expenses of such separate  counsel
retained by it and the Indemnified Party shall cooperate  in  the
defense of any such claim, demand, action or other proceeding  at
no  cost  or charge to the Indemnifying Party other than for  the
other  party's  reasonable out-of-pocket expenses for  performing
such  acts  as  the  Indemnifying Party shall  request.   If  the
Indemnifying  Party  shall fail to appoint counsel  on  a  timely
basis  and  undertake  such defense, the  Indemnified  Party  may
engage  its  own  counsel,  and the reasonable  charges  made  in
connection  therewith  shall be paid by the  Indemnifying  Party.
The  parties' rights, powers and remedies set forth herein  shall
be  in  addition to, and not in lieu of, any rights,  powers  and
remedies hereunder at law or in equity, by statute or otherwise.

     11.  Location of Transfer.

          The  parties  agree that the transfer of  the  Interest
shall occur in California.

     12.  Revocation of Empowerment to Appear in Suits.

          The  parties  agree  that to the  extent  that  TriStar
heretofore  empowered the Seller to bring, prosecute, defend  and
appear  in suits, actions and proceedings of any nature under  or
concerning all copyrights in the Films and all renewals of  these
copyrights,  or  concerning  any infringement  of  any  of  these
copyrights  or renewals, or interference with any of  the  rights
granted  under these copyrights or renewals, such empowerment  is
hereby revoked and terminated effective immediately.

     13.  Miscellaneous.

          (a)   This Agreement shall be governed by and construed
in  accordance with the laws of the State of New York  applicable
to agreements made and to be performed in that State, and may not
be  amended,  changed or terminated, except by an  instrument  in
writing signed by each of the parties hereto.

          (b)   All communications under this Agreement shall  be
in  writing  and  shall be deemed to have been  duly  given  when
delivered  personally or sent by overnight courier or  mailed  by
certified or registered first class mail, postage prepaid, return
receipt requested, to the party to whom the same is directed  (or
to  such  other address as a party may have specified by  written
notice to the other party):

               If to the Seller, to it at:

               ML Delphi Premier Partners, L.P.
               World Financial Center
               North Tower -27th Floor
               New York, New York  10281-1327
               Attention:  Kevin K. Albert


               with a copy to:

               Merrill Lynch & Co.
               World Financial Center
               South Tower -14th Floor
               New York, New York  10080-6114
               Attention:  David Cohen

               If to TriStar, to it at:

               TriStar Pictures, Inc.
               c/o Sony Pictures Entertainment Inc.
               10202 West Washington Boulevard
               Culver City, CA  90232-3195
               Attention:  Ronald N. Jacobi
                           General Counsel


               with a copy to:

               TriStar Pictures, Inc.
               c/o Sony Pictures Entertainment Inc.
               10202 West Washington Boulevard
               Culver City, CA  90232-3195
               Attention:  Edgar H. Howells, Jr.
                           Chief Financial Officer

          (c)  This Agreement is being entered into by Seller  in
its  individual capacity and, as to Section 3 hereof, as a  joint
venturer  in the Joint Venture.  This Agreement is being  entered
into by TriStar in its individual capacity, as Purchaser, and, as
to  Section 2 hereof as a party to the Distribution Agreement and
as  a  joint venturer in the Joint Venture, and as to  Section  3
hereof, as a joint venturer in the Joint Venture.  This Agreement
is further entered into by Seller and TriStar, as to Section 4 in
their  respective  capacities as parties to or  beneficiaries  of
interests in the Subject Agreements.

          d)   This Agreement together with the Exhibits and Schedules
               attached hereto sets forth the entire agreement and understanding
               between the parties with respect to the subject matter hereof and
               supersedes all prior agreements and understandings with respect
               to such subject matter (whether written or oral) all of which are
               merged herein.
               
          (e)   This Agreement may be entered into in one or more
counterparts,  each  of  which  together  shall  constitute   one
agreement.

                              ML DELPHI PREMIER PARTNERS, L.P.
                              By:  ML Delphi Partners, L.P.,
                                   General Partner
                              By:  ML Film Entertainment Inc.
                                   General Partner


                              By:/s/ David
                              Cohen
                              
                                Name:David Cohen
                                Title:Vice Presidenr
                              
                              TRISTAR PICTURES, INC.
                              
                              By:/s/ Steven
                              Gofman
                              
                                Name:Steven Gofman
                                Title:Assistant Secretary

     
                                                       SCHEDULE 1
                                                                 
                                                                 
                        SCHEDULE OF FILMS



Amazing Grace and Chuck
Blind Date
Every Time We Say Goodbye
For Keeps (also known as "Maybe Baby")
Gardens of Stone
Let's Get Harry
Like Father, Like Son
Nadine
No Mercy
Peggy Sue Got Married
Sunset
Suspect
Sweet Hearts Dance
The Boss' Wife
The Principal
The Seventh Sign (also known as "The Boarder")
The Squeeze (also known as "Skip Tracer")
Avalon
Another You
Fisher King




















     


                                                       SCHEDULE 2
                                                                 
                                                                 
                      FUNDING INSTRUCTIONS
                                
                                
Amounts  payable  to  ML  Delphi  Premier  Partners,  L.P.   (the
"Seller") pursuant to the Purchase and Sale Agreement dated as of
October  23,  1998 between the Seller and TriStar Pictures,  Inc.
shall be paid to the account of the Seller, as follows:

     ML Delphi Premier Partners, L.P
     Bankers Trust Co.
     ABA #:  021001033
     Receipts Account #: 50-184-987

     

                                                       SCHEDULE 3
                                                                 
             SCHEDULE OF INDEMNIFICATION PROVISIONS
                                
     Joint Venture Agreement, dated August 28, 1986, between Tri-
     Star  Pictures,  Inc.  (which is successor  in  interest  to
     TriStar Pictures, a joint venture) ("TriStar") and ML Delphi
     Premier Partners, L.P. ("Delphi Premier") (Sections  24  and
     27).
     
     Distribution Agreement dated August 28, 1986 between TriStar
     and Tri-Star-ML Delphi Premier Productions ("Tri-Star-Delphi
     Premier") (Section XXIV).
     
     Product Origination Agreement, dated as of August 28,  1986,
     between TriStar and Tri-Star-Delphi Premier  (Section 11).
     
     Production Services Agreement, dated as of April  10,  1987,
     between TriStar and Tri-Star-Delphi Premier (Sections 10 and
     12)  with  respect  to  "For Keeps" (also  known  as  "Maybe
     Baby").
     
     Production Services Agreement, dated as of April  10,  1987,
     between TriStar and Tri-Star-Delphi Premier (Sections 10 and
     12)  with respect to "The Seventh Sign" (also known as  "The
     Boarder").
     
     Production Services Agreement, dated as of January 26, 1987,
     between TriStar and Tri-Star-Delphi Premier (Sections 10 and
     12) with respect to "The Principal".
     
     Production Services Agreement, dated as of August 28,  1986,
     between TriStar and Tri-Star-Delphi Premier (Sections 10 and
     12)  with  respect  to "The Squeeze" (also  known  as  "Skip
     Tracer").
     
     Production  Services Agreement, dated as  of  September  23,
     1986,  between TriStar and Tri-Star-Delphi Premier (Sections
     10 and 12) with respect to "Nadine".
     
     Production  Services Agreement, dated as of March  2,  1987,
     between TriStar and Tri-Star-Delphi Premier (Sections 10 and
     12) with respect to "Like Father, Like Son".
     
     Production Services Agreement, dated as of April  10,  1987,
     between TriStar and Tri-Star-Delphi Premier (Sections 10 and
     12) with respect to "Sunset".
     
     Production  Services Agreement, dated  as  of  February  13,
     1987,  between TriStar and Tri-Star-Delphi Premier (Sections
     10 and 12) with respect to "Suspect".
     
     Production Services Agreement, dated as of March  13,  1987,
     between TriStar and Tri-Star-Delphi Premier (Sections 10 and
     12) with respect to "Sweet Hearts Dance".
     
     Purchase  and  Sale Agreement, dated April 8, 1987,  between
     TriStar and Tri-Star-Delphi Premier (Sections 7 and 8)  with
     respect to "Amazing Grace and Chuck".
     
     Purchase  and Sale Agreement, dated April 10, 1987,  between
     TriStar and Tri-Star-Delphi Premier (Sections 7 and 8)  with
     respect to "Gardens of Stone".
     
     
     



                                                        EXHIBIT A
                                                                 
                                                                 
              ASSIGNMENT OF JOINT VENTURE INTEREST
                                
     KNOW THAT ML Delphi Premier Partners, L.P. ("Assignor"), for
good  and  valuable consideration received from TriStar Pictures,
Inc.  ("Assignee"), hereby assigns to Assignee all of its  right,
title  and interest in Tri-Star-ML Delphi Premier Productions  (a
New  York joint venture) (the "Joint Venture") from and after the
date hereof (the "Interest").

     TO  HAVE  AND  TO  HOLD the same unto Assignee  and  to  the
successors and assigns of Assignee forever.

     By  accepting this Assignment, Assignee hereby  assumes  all
obligations  associated with the Interest, whether arising  prior
to, on, or after the date hereof (other than obligations incurred
by  Assignor on behalf of the Joint Venture outside of the  scope
of Assignor's authority).

     IN WITNESS WHEREOF, Assignor has executed this Assignment as
of October 23, 1998.

                              ML DELPHI PREMIER PARTNERS, L.P.

                              By:  ML Delphi Partners, L.P.,
                                   General Partner
                              By:  ML Film Entertainment Inc.,
                                   General Partner




                              By:/s/                        David
                              Cohen
                              
                                Name:David Cohen
                                Title:  Vice President
                                
                                
Accepted as of the date
first above written

TRISTAR PICTURES, INC.


By:/s/ Steve  Gofman
  Name:Steven Gofman
  Title:Assistant Secretary
                                                  EXHIBIT B
                          BILL OF SALE
                                
                                
       For  and in consideration of the sum of One Dollar ($1.00)
and  other  good  and valuable consideration paid  simultaneously
herewith  by  TRISTAR  PICTURES,  INC.,  a  Delaware  corporation
("TriStar"),  to  TRI-STAR-ML  DELPHI  PREMIER  PRODUCTIONS  (the
"Seller"),  a joint venture organized under New York law  between
TriStar  and ML Delphi Premier Partners, L.P. ("Delphi"), receipt
of which the Seller hereby acknowledges, the Seller hereby sells,
assigns, transfers, delivers and sets over to TriStar all of  the
Seller's  right, title and interest in and to the  feature-length
theatrical  motion  pictures set forth  on  Schedule  1  attached
hereto  (the  "Films"), including, without  limitation:  (i)  all
common law and statutory copyrights the Seller owns therein  (and
all  renewals and extensions thereof) throughout the world,  (ii)
all  preprint materials and copies thereof, (iii) such rights  in
the  music  and literary property rights relating  to  the  Films
and/or  on  which Films are based, including without  limitation,
rights  in  the screenplay and the underlying literary rights  on
which  the  screenplay was based, as may have been  necessary  to
permit  the exploitation of the Films in all media for which  the
Seller  has rights, to the full extent of those rights, (iv)  the
right  to  cause the Films to be exhibited, distributed, marketed
and exploited in all media in all territories in which the Seller
has  rights,  to  the  full extent of those rights  and  (v)  all
positive and negative film of the Films, wherever located.

     Without limiting the generality of the foregoing, the rights
sold, assigned, transferred and delivered to TriStar include  the
following  rights  in and to the Films to the extent  the  Seller
owns or controls such rights:

     (a)   To  secure  copyright registration  in  the  Films  in
TriStar's  own  name anywhere in the world to the extent  of  the
interest  herein  conveyed,  and  to  secure  any  renewals   and
extensions thereof wherever and whenever permitted;

     (b)   To  produce,  issue  and make negatives  and  positive
prints of the Films and trailers thereof;

     (c)   To use the titles of the Films and the right to change
such titles;

     (d)   To  distribute, exhibit, transmit,  project,  perform,
reissue, subdistribute, sublicense, lease, rent, exploit, turn to
account, dispose of and generally deal in and with the Films, and
trailers  thereof, and excerpts and clips therefrom, in  any  and
all languages (including dubbed, titled and narrated versions) in
all  sizes and gauges of film and other materials and for any and
all  purposes and uses, including, without limitation, theatrical
purposes  of  any and all kinds, non-theatrical purposes  of  all
kinds,  and  television  in all forms, by  every  means,  method,
process,  medium  or  device  now or hereafter  known,  invented,
contemplated  or  devised, subject, however, to  the  limitations
imposed  by  any  applicable contracts for the use  of  literary,
dramatic or musical material;

     (e)   To publish, or cause or permit to be published, in any
languages and forms, synopses, summaries, resumes and stories  of
and excerpts from the Films and any literary, dramatic or musical
material included in the Films or upon which the Films are based,
in  newspapers, magazines, trade periodicals, heralds,  programs,
booklets,  posters,  lobby displays, press books  and  any  other
periodicals  and in all other media of advertising and  publicity
whatsoever, subject, however, to the limitations imposed  by  any
applicable  contracts  and  guild  agreements  for  the  use   of
literary, dramatic or musical material;

     (f)  To broadcast or transmit by radio, wire, television  or
any  other means or method, or license or authorize others to  so
broadcast or transmit, in any language, adaptations, versions  or
sketches  of  the Films, or any parts or portions  thereof,  from
audio  or audiovisual works or with living persons, or otherwise;
and  in connection therewith, to use parts of, or excerpts  from,
or  the  theme  of  any  literary, dramatic or  musical  material
contained in the Films or upon which the Films are based, and  to
use  in  conjunction  therewith any other literary,  dramatic  or
musical material, subject, however, to the limitations imposed by
any applicable contracts and guild agreements for the use of such
materials;

     (g)   To  use  the  name and reproductions of  the  physical
likeness  and voice of any party rendering services in connection
with the Films for the purposes of advertising or exploiting  the
Films,  including any product, commodity or service manufactured,
distributed  or  offered  by  any person,  firm  or  corporation,
subject,  however, to the limitations imposed by  any  applicable
contracts of employment and guild agreements;

     (h)   To  publish, market and exploit all music  and  lyrics
composed  or written for the Films and synchronized  with  it  as
released,  subject, however, to the limitations  imposed  by  any
applicable  contracts and guild agreements for the  use  of  such
materials;

     (i)   To use, or license the use of, all or any part of  the
sound recordings, musical scores and individual parts made for or
used in connection with the Films for the purpose of producing or
reproducing  phonograph, tape, wire or other  recordings  of  any
kind,  whether in albums, single records, cartridges,  cassettes,
tapes or otherwise, and whether or not designated for sale to the
public, for electrical transcription for advertising purposes  or
for  any  other  purpose, subject, however,  to  the  limitations
imposed by any applicable contracts and guild agreements for  the
use of such material;

     (j)   To use, exercise, employ, exploit and merchandise  all
of  the  characters,  situations, objects, properties,  wardrobe,
designs, equipment and events depicted, described or portrayed in
the Films, the actors appearing therein and the logos and artwork
therefrom,  subject, however, to the limitations imposed  by  any
applicable  contracts for the use thereof and  guild  agreements;
and

     (k)   To  publish and distribute novelizations,  photonovels
and  photocomic  books of the Films and printed versions  of  the
literary  material on which the Films are based in book form  and
in  magazines,  newspapers  and  other  periodicals,  whether  in
installments  or otherwise, subject, however, to the  limitations
imposed by any applicable contracts and guild agreements for  the
use of such material.

     This  Bill of Sale is being delivered pursuant to the  terms
of  the Purchase and Sale Agreement dated as of October 23, 1998,
between TriStar and Delphi.

     IN  WITNESS WHEREOF, the Seller has caused this Bill of Sale
to  be executed by its duly authorized officer as of October  23,
1998.

                         TRI-STAR-ML DELPHI PREMIER PRODUCTIONS

                          By:        ML  DELPHI PREMIER PARTNERS,
L.P.,
                                a Joint Venturer

                              By: ML Delphi Partners, L.P.
                                  General Partner
                              By: ML Film Entertainment Inc.,
                                  General Partner


                              By:/s/ David
                              Cohen
                              
                                Name:David Cohen
                                Title:   Vice President
                              
                         By:       TRISTAR PICTURES, INC.

                              By:/s/ Steven
                              Gofman
                                Name:Steven Gofman
                                Title:Assistsant Secretary




                                                  EXHIBIT C


                      COPYRIGHT ASSIGNMENT
                                
                                
     The  undersigned  hereby  sells, assigns  and  transfers  to
TRISTAR   PICTURES,  INC.,  a  Delaware  corporation,   and   its
successors and assigns (the "Assignee"), all of its right,  title
and  interest  in  and  to  the  motion  pictures  set  forth  on
Schedule 1 attached hereto (collectively, the "Films"),  and  all
copyrights therein (including, without limitation, all copyrights
in the Films registered in the United States Copyright Office).

     The undersigned hereby irrevocably appoints the Assignee  as
its   attorney-in-fact,  with  full  and  irrevocable  power  and
authority to do all acts and things, and to execute, acknowledge,
deliver, file, register and record all documents, in the name and
on  behalf of the undersigned, as Assignee may deem necessary  or
proper to accomplish the purpose of this Copyright Assignment.

     Dated October 23, 1998.


                         TRI-STAR-ML DELPHI PREMIER PRODUCTIONS

                          By:       ML  DELPHI PREMIER  PARTNERS,
L.P.,
                              a Joint Venturer

                              By: ML Delphi Partners, L.P.,
                                  General Partner
                              By: ML Film Entertainment Inc.,
                                  General Partner


                              By:/s/ David
                              Cohen
                              
                                Name:David Cohen
                                Title:   Vice President
                              
                         By:       TRISTAR PICTURES, INC.

                              By:/s/ Steven
                              Gofman
                                Name:Steven Gofman
                                Title:Assistsant Secretary



STATE OF NEW YORK        )
                         )
                         )ss.:
                         )
COUNTY OF NEW YORK       )


     On this ____ day of October, 1998, before me personally came
____________________ to me personally known and who, being by  me
duly  sworn, did depose and say that he is the __________________
of ML FILM ENTERTAINMENT INC., the general partner of the general
partner of ML DELPHI PREMIER PARTNERS, L.P., a joint venturer  in
TRI-STAR-ML   DELPHI  PREMIER  PRODUCTIONS,  the  joint   venture
described herein and which executed the foregoing instrument, and
that he signed his name thereto.


                                   Notary Public



STATE OF CALIFORNIA      )
                         )
                         )ss.:
                         )
COUNTY OF                     )


     On this ____ day of October, 1998, before me personally came
_____________________ to me personally known and who, being by me
duly    sworn,   did   depose   and   say   that   he   is    the
______________________  of  TRISTAR  PICTURES,  INC.,   a   joint
venturer  in  TRI-STAR-ML DELPHI PREMIER PRODUCTIONS,  the  joint
venture   described  herein  and  which  executed  the  foregoing
instrument, and that he signed his name thereto.


                                   Notary Public