SC 13D/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 2)

                       Cinergi Pictures Entertainment Inc.
- -------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   172470 10 6
- -------------------------------------------------------------------------------
                                 (CUSIP Number)

                                  Myron Dania
                             Polarisweg 35, Suite 6
                              Willemstad, Curacao,
                             Netherlands Antilles
                               011-599-9461-7799
- -------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  June 11, 1997
- -------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.



    This Amendment No. 2 adds the following information to Items 4 and 7 of
restated Amendment No. 1 to the Schedule 13D (the "Prior Schedule 13D") filed by
Valdina Corporation N.V. ("VCNV") with respect to ownership of the common stock,
par value $.01 per share (the "Common Stock") of Cinergi Pictures Entertainment
Inc. (together with its subsidiaries, the "Company").

ITEM 4   PURPOSE OF THE TRANSACTION

    In the Prior Schedule 13D, VCNV made reference to the disclosure by
Mr. Andrew G. Vajna, in his amended and restated Schedule 13D, that he was
engaged in preliminary discussions with the Company regarding a possible bid on
his part for certain of the assets of the Company that would remain assuming
consummation of the pending sale of substantially all of the films in the
Company's motion picture library and certain other assets to Walt Disney
Pictures and Television (the "Film Library Sale"), including the Company's
pending motion picture development projects and the "Cinergi" name.  At about
the same time, the Company stated that it had begun negotiations with an
unaffiliated third party for the sale to such party of a substantial portion of
the Company's assets, other than those to be sold in the Film Library Sale and
other than the development projects.




    Since the Prior Schedule 13D, Mr. Vajna submitted a written proposal to the
Company's Board of Directors under which Mr. Vajna would agree, subject to
various conditions, to purchase most of the motion picture development 
projects currently owned by the Company and cancel his existing employment
agreement with the Company, which has a term ending December 31, 1998.  The 
purchase price proposed by Mr. Vajna for the development projects was
$4,750,000;  however Mr. Vajna proposed that the Company would be free, for a
period of 60 days, to solicit higher bids from third parties subject to a 15%
minimum over-bid requirement and a right on the part of Mr. Vajna to match any
qualified overbid.  Under his proposal for termination of the employment
agreement, Mr. Vajna would receive a portion of the amounts otherwise payable to
him through December 31, 1998, and settlement of certain other benefits and
compensation, and he would be free to enter into other employment, including
motion picture production, subject to, among other things, completion of the
Film Library Sale.

    Mr. Vajna also proposed a merger between the Company and an acquisition
entity to be owned by him, which would take place after sales of most of the
Company's assets.  Under this proposal, all outstanding shares of the Company
owned by persons other than Mr. Vajna would be acquired or redeemed for cash
based on their proportionate share of the net worth of the Company at the time
of the merger, and Mr. Vajna would become the sole owner of the Company with
certain residual assets and liabilities at that time.  The merger proposal was
subject to numerous conditions and to negotiation of the specific terms of the
transaction.

    On June 11, 1997, the Company's financial advisor, Jefferson Capital Group,
Ltd., responded to Mr. Vajna's written proposal on behalf of a Special Committee
of the Company's Board of Directors.  This response indicated provisional
acceptance of Mr. Vajna's proposal to purchase the motion picture development
projects subject to revised over-bid procedures, additional provisions on
reimbursement of the Company for development expenditures, successful
negotiation and execution of a binding agreement of purchase and sale if
Mr. Vajna should be the successful bidder for the projects, and other
conditions.  This response also proposed revised terms for termination of
Mr. Vajna's employment agreement.  With regard to both the development projects
and Mr. Vajna's merger proposal, this response suggested that the parties
attempt to negotiate and agree upon a definitive merger agreement rather than
continuing to refine Mr. Vajna's letter of discussion points to the point that
it would become a formal binding offer to the Company.


                                      2



    VCNV anticipates that any merger agreement will be subject to, among other
things, consummation of the Film Library Sale, the sale to a third party of all
or a significant portion of the Company's other assets (other than the
development projects), and receipt of applicable approvals, including approval
by the Company's stockholders.  VCNV also understands that the Company has
instructed its financial adviser, Jefferson Capital Group, Ltd., to solicit
qualifying cash bids for the Company's development projects from potentially
interested third parties.

    The transactions proposed by Mr. Vajna would result in some or all of (i)
the sale of a material amount of assets of the Company, (ii) dispositions of
securities of the Company by the current holders and, possibly, acquisitions of
such securities by the Company or a successor, (iii) an extraordinary corporate
transaction such as a merger, (iv) a change of the present board of directors
and management of the Company and of its capitalization, and (v) the Common
Stock being delisted from the Nasdaq National Market System and becoming
eligible for termination of registration under the Securities Exchange Act of
1934, as amended.

    There is no assurance that negotiations regarding the foregoing proposed
transactions will be productive or, if they are successful, that the conditions
to completing the various transactions will be satisfied.  The proposals and
response referred to herein are set forth in Exhibits 1 and 2 hereto, which are
incorporated herein by this reference.


ITEM 7   MATERIAL TO BE FILED AS EXHIBITS

    The following documents are attached as Exhibits:

      1. Letter dated May 30, 1997, from Harry M. (Skip) Brittenham to the
         Board of Directors of Cinergi Pictures Entertainment Inc. c/o R.
         Timothy O'Donnell, director.

      2. Letter dated June 11, 1997, from Jefferson Capital Group, Ltd. to
         Harry M. Brittenham, Esq.


                                       3


                                   SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


June 22, 1997                Valdina Corporation N.V.


                             by:  /s/ MYRON DANIA
                                  ________________________________
                                    Myron Dania, Managing Director







                                        4



                                  INDEX TO EXHIBITS

                                                              
                                                              
 EXHIBIT                                                      
 -------                                                      

   1.     Letter dated May 30, 1997, from Harry M. (Skip)     
          Brittenham to the Board of Directors of Cinergi 
          Pictures Entertainment, Inc. 
          c/o R. Timothy O'Donnell, director.                

   2.     Letter dated June 11, 1997, from R. Timothy         
          O'Donnell to Harry M. Brittenham, Esq.             





                                      5

EX-1

                                                           EXHIBIT 1

                               [LETTERHEAD]

                                                 OUR REFERENCE NUMBER
                                                         578


                               May 30, 1997


The Board of Directors of
Cinergi Pictures Entertainment, Inc.
c/o R. Timothy O'Donnell
Director
Cinergi Pictures Entertainment, Inc.
2308 Broadway
Santa Monica, CA 90404

      RE:  Proposed Terms for Development Projects/
           Employment Agreement/CPEI Merger Offer

Dear Mr. O'Donnell:

The purpose of this letter is to present to the independent members of the 
Board of Directors of Cinergi Pictures Entertainment, Inc. ("CPEI") the terms 
under which Andrew J. Vajna would agree to (i) purchase the development 
projects of CPEI, (ii) cancel his existing employment agreement with CPEI, 
and (iii) become the sole shareholder of CPEI in the event that CPEI elects 
to redeem the outstanding shares of all other shareholders of CPEI pursuant 
to a tender offer.

1.  OVERVIEW.  In view of the cessation of CPEI's film production activities, 
Mr. Vajna makes this offer to purchase all the development projects currently 
owned by CPEI and to cancel his existing employment agreement with CPEI. 
Also, due to CPEI's present status, the Board of Directors of CPEI may soon 
determine that it is in the best interest of its shareholders to redeem and 
cash out all of its outstanding shares of stock (other than those held by Mr. 
Vajna) pursuant to a merger transaction with an acquisition entity owned by 
Mr. Vajna. Mr. Vajna therefore wishes also to offer terms under which he 
would be willing, as the result of such merger, to become the sole 
shareholder of CPEI and thereby accede to all the unknown and contingent 
liabilities and obligations arising after the date of such merger. The 
various terms contained in this letter are presented to the independent 
members of CPEI's Board of Directors as a non-severable package offer and 
thus all such terms must be accepted in order for any terms to be binding.



Cinergi Pictures Entertainment, Inc.
May 30, 1997
Page 2

2.  DEVELOPMENT PROJECTS. Mr. Vajna offers to purchase all rights to all the 
development projects currently owned by CPEI for an aggregate purchase price 
of $4.75 million. CPEI shall have sixty (60) days from the date it accepts 
Mr. Vajna's offer in which to solicit from third parties other offers to 
purchase all such development projects. If, during such period, CPEI receives 
a third-party offer to purchase all of the development projects for a price 
that exceeds $4.75 million by more than 15% (i.e. a price greater than $5.47 
million), Mr. Vajna shall have the right to match such greater offer. This 
right must be exercised by Mr. Vajna within fifteen (15) days from the date 
of notice of such third-party offer. In the event the third party raises the 
bid matched by Mr. Vajna, then Mr. Vajna will again have the right to match 
and so on. If at any time Mr. Vajna does not exercise this right, CPEI may 
proceed with the sale of the development projects to such third party; 
provided that such sale is consummated within the following thirty (30) days. 
If no third-party offer is received by CPEI greater than $5.47 million, then 
Mr. Vajna's offer of $4.75 million shall be accepted. A comprehensive list 
of the development projects will be attached to this letter as Exhibit A 
after approval by Mr. Vajna.

CPEI will continue to pay all costs and obligations in the normal course of 
business on these development projects until the sale to Mr. Vajna is 
completed. Assuming the sale to Mr. Vajna is completed, he will assume the 
non-contingent obligation on the project entitled TRAPPED in the amount of 
$1,000,000, the non-contingent obligations on the project entitled, I SPY in 
the amount of $350,000, the non-contingent blind script commitment to William 
Wisher in the amount of $700,000, and all other contingent and non-contingent 
obligations in connection with these projects and the other development 
projects.

3.  EMPLOYMENT AGREEMENTS. Mr. Vajna offers to terminate his existing 
employment agreement, effective as of September 30th conditioned upon the 
acceptance by the Board of Directors of the terms hereof as such terms may be 
amended by negotiations hereto and the execution of a deal memorandum 
containing the terms hereof. For such termination Mr. Vajna shall be paid by 
CPEI fifty percent (50%) of the amounts that would be payable to him from 
the termination date until December 31, 1998. Such amount shall include the 
sum of $135,000 as a settlement of the applicable percentage of Mr. Vajna's 
"perk package". The foregoing termination provisions shall not cover Mr. 
Vajna's continuing participation's as a producer of CPEI's completed films, 
including DIE HARD, TOMBSTONE and EVITA which participations shall survive 
such termination. Mr. Vajna will be free to enter into a third party 
producing or other employment or consulting agreement upon satisfaction of 
the conditions contained in the first sentence of this paragraph subject only 
to the completion of the Disney Deal and the Fox Deal, his continued 
non-exclusive consulting with CPEI regarding the disposition of its assets 
and other related matters, and to his potential reinstatement by the Board of 
Directors if either of the Disney or Fox agreements are not concluded by 
CPEI. In the event of such reinstatement, CPEI would re-acquire at Mr. 
Vajna's cost the development projects if he purchased them.




Cinergi Pictures Entertainment, Inc.
May 30, 1997
Page 3


4.  MERGER OFFER. Because of CPEI's present status, the independent members 
of the Board of Directors of CPEI may decide that it is in the best interests 
of the stockholders of CPEI to merge with an acquisition entity of Mr. Vajna. 
Pursuant to a one-step merger proposal, all the outstanding shares of CPEI 
owned by persons other than Mr. Vajna would be acquired or redeemed for cash 
based upon the net worth of CPEI at such time, and in the same transaction, 
the remaining assets and all liabilities would be merged into an acquisition 
entity owned by Mr. Vajna (the "Merger Offer"). As a result of that 
transaction, Mr. Vajna would effectively assume the economic consequences of 
all unknown and unresolved contingent liabilities of CPEI existing as of the 
date of the transaction, and any and all new claims, liabilities and 
obligations of CPEI arising after that date. Accordingly, if CPEI decides to 
proceed with the Merger Offer, Mr. Vajna, subject to the negotiation of 
specific merger terms, hereby agrees to proceed with the merger transaction 
and accept the aforementioned economic consequences of acquiring CPEI, 
provided that all of the following conditions precedent have been satisfied 
and completed in full prior to the effective date of the transaction:

    (a)  FISHBURN LITIGATION.  CPEI is the defendant in a lawsuit brought by 
Lawrence Fishburn in which Mr. Fishburn is claiming damages of $1.75 million. 
Prior to the Merger Offer, one of the following must occur: (i) the lawsuit 
must be dismissed with prejudice, (ii) the lawsuit must be finally settled 
and all payment obligations pursuant to such settlement satisfied in full, or 
(iii) CPEI must establish a reserve reasonably acceptable to Mr. Vajna 
sufficient to satisfy CPEI's expected liabilities and costs in connection 
with such lawsuit and/or settlement.

    (b)  BROADWAY BRAWLER.  CPEI is currently in negotiations to settle all 
claims and receive reimbursement arising out of the terminated production of 
the film BROADWAY BRAWLER. Prior to the Merger Offer, (i) all claims against 
CPEI in connection with such production must be finally settled and all 
payment obligations pursuant to such settlement satisfied in full; (ii) CPEI 
must receive reimbursement for its costs and indemnification from liability 
on all loans, costs and other obligations incurred by CPEI in connection with 
such production; and (iii) CPEI must establish a reserve reasonably 
acceptable to Mr. Vajna sufficient to satisfy other contingent liabilities, 
claims and costs of CPEI in connection with the termination of such 
production.

   (c)  D&0 INSURANCE.  CPEI must obtain a policy of directors and officers 
liability insurance with a limit of not less than $10 million per occurrence 
and deductible of no more than $1 million per claim. The policy must be 
maintained in effect for a minimum of four (4) years following the closing 
date of the Merger Offer. All premiums for such insurance policy must be 
prepaid prior to the Merger Offer. Further, prior to the Merger Offer, CPEI 
must establish a reserve reasonably acceptable to Mr. Vajna for the retention 
of the deductible amounts under such insurance policy.



Cinergi Pictures Entertainment, Inc.
May 30, 1997
Page 4

   (d)  ALTERNATIVE MINIMUM TAX.  CPEI must establish a reserve reasonably 
acceptable to Mr. Vajna for the payment of any alternative minimum tax 
obligation of CPEI for the year 1997.

   (e)  BRITISH SALE-LEASEBACKS.  CPEI, through one or more of its 
subsidiaries, entered into certain sale-leaseback transactions in the United 
Kingdom with respect to the films JUDGE DREDD and EVITA. Prior to the Merger 
Offer, CPEI must be indemnified by a party acceptable to Mr. Vajna for all 
costs, contingent or otherwise, in the possible "unwinding" these 
sale-leaseback transactions.

   (f)  DIE HARD.  CPEI must sell to Twentieth Century Fox ("Fox") all rights 
to distribute the film DIE HARD WITH A VENGEANCE (DIE HARD) within all 
distribution territories presently controlled by Fox. In addition, with 
respect to the rights to distribute DIE HARD within all distribution 
territories presently controlled by CPEI, CPEI must either (i) consummate a 
sale of such rights to one or more third parties, or (ii) for purposes of the 
Merger Offer, assign to such rights a value acceptable to Mr. Vajna.

   (g)  SPECIAL EFFECTS FACILITY.  CPEI, through a subsidiary, owns a special 
effects facility and associated equipment located in Lenox, Massachusetts. 
Prior to the Merger Offer, CPEI must either (i) consummate a sale of such 
facility and equipment to a third party, or (ii) for purposes of the Merger 
Offer, assign to such facility and equipment a value acceptable to Mr. Vajna.

   (h)  EVITA SOUNDTRACK.  CPEI owns the exploitation rights to the 
soundtrack for the film EVITA. Prior to the Merger Offer, CPEI must either 
(i) consummate a sale of such rights to a third party, or (ii) for purposes of
the Merger Offer, assign to such rights a value acceptable to Mr. Vajna.

   (i)  OLIVER STONE COMMITMENTS.  CPEI has certain payment obligations to 
Oliver Stone under a "first look" agreement that expires in February 1998. 
Prior to the Merger Offer, CPEI must either (i) satisfy in full of its 
payment obligations under such agreement, or (ii) establish a reserve 
reasonably acceptable to Mr. Vajna sufficient to satisfy CPEI's obligations 
under such agreement.

   (i)  LEGAL FEES RECEIVABLE.  In connection with an investigation of Mr. 
Vajna's personal tax returns, CPEI advanced legal fees to certain of its 
officers, directors and employees. Prior to the Merger Offer, these advances 
shall be reclassified on the books of CPEI as receivables due to CPEI from 
Mr. Vajna.  All other legal fees receivable from officers and directors 
incurred in litigation against CPEI in the ordinary course of its business 
shall be collected or written off, as the Board of Directors shall determine.



Cinergi Pictures Entertainment, Inc.
May 30, 1997
Page 5


   (k)  ALAN SMITHEE.  CPEI must prior to the Merger Offer (i) deliver the 
film, and (ii) satisfy all bank and other obligations, or (iii) establish a 
reserve sufficient to meet all of CPEI's obligations regarding the picture.

   (l)  EMPLOYEES.  Prior to the Merger Offer all employees with or without 
contracts must be settled out or severance paid, as appropriate. CPEI must 
establish a reserve reasonably acceptable to Mr. Vajna sufficient to satisfy 
CPEI's expected liabilities and costs in connection with such severance 
and/or settlements.

   (m)  DISNEY DEAL.  Prior to the Merger Offer CPEI must have concluded the 
Disney Deal with no material modifications to its current form.

5.  DUE DILIGENCE PERIOD. The terms and conditions of the offer set forth in 
this letter have been based upon a preliminary examination and evaluation of 
the assets and liabilities of CPEI. However, a thorough due diligence review 
has not been completed. Accordingly, Mr. Vajna reserves the right to further 
due diligence with respect to the assets and liabilities of CPEI during the 
forty-five (45) days following acceptance with the possibility that he may 
modify the offer contained in this letter based upon the results of such due 
diligence. Any acceptance by CPEI of Mr. Vajna's offer may be rescinded by 
CPEI if, as a result of the due diligence, Mr. Vajna subsequently modifies 
the terms of this proposal.

This offer will remain open during a period of reasonable good faith 
negotiations between Mr. Vajna and CPEI, not to exceed thirty (30) days from 
the date hereof.

Sincerely,

/s/ SKIP BRITTENHAM

Skip Brittenham


HMB:hdw

cc: Andrew G. Vajna
    Ronald L. Blanc

EX-2

                                                                  EXHIBIT 2
                                    [LETTERHEAD]

                                    June 11, 1997


Harry M. Brittenham, Esq.
Ziffren, Brittenham, Branca & Fischer
1801 Century Park West
Los Angeles, CA 90067-6406

Dear Skip:

       Thank you for your letter of May 30, 1997. The purpose of this letter 
is to:

      1)  respond specifically to your May 30, 1997 letter;
      2)  summarize the remaining open points;
      3)  and most importantly, create a detailed framework within which we 
          can move towards a rapid closure of our proposed transaction.

I will attempt to organize my comments according to the numbered paragraphs 
of your May 30, 1997 letter.

      1.  OVERVIEW. Let me begin by noting that your proposal substantially 
narrows the remaining open issues. We appreciate your efforts to create a 
transaction structure which is in the best interests of all Cinergi 
shareholders.

       As we discussed on the telephone, rather than continue to refine your 
May 30th letter of discussion points to the point it becomes a formal binding 
offer to the Company, we believe the most efficient next step is negotiate a 
definitive merger agreement. We have instructed John McHale of Gipson, 
Hoffman and Pancione to begin preparing that document and expect to be able to 
provide a first draft to you for your review within the next week to ten 
days. Our goal is to have a document in final form by the end of June.

       2.  DEVELOPMENT PROJECTS. With respect to the development projects, 
the Company has requested that Mr. Vajna increase his minimum bid to $5 
million. I am aware that on behalf of Mr. Vajna you have rejected that 
request and that your minimum bid remains $4.75 million. We have decided to 
accept that minimum bid.

       Please note that some of the language in your May 30, 1997 letter is 
inconsistent with the bidding procedures we have chosen to employ as we 
market the development projects. Two points are particularly important. 
First, although we will require an initial overbid of $5.47 million, there 
will be no "last match" by either Mr. Vajna or any other purchaser. To the 
extent 




Harry M. Brittenham, Esq.
June 11, 1997
Page 2

we receive a qualified overbid, we will simply conduct a pure auction. The 
highest bid will win. As we discussed on the telephone, I know you agree that 
this is clearly in the best interest of all of our shareholders. Second, 
please note that the bidding procedures will require the ultimate purchaser 
to reimburse the Company for any development expenditures incurred from May 1, 
1997 through the closing of the sale of the development projects. A schedule 
outlining the actual payments since May 1st and the projected payments through 
September 1, 1997 is enclosed for your review. That identical schedule will 
be provided to all prospective purchasers. Finally, I would like to highlight 
one mechanical matter. To the extent Mr. Vajna is the successful bidder, at 
the end of the sixty-day period the Company will enter into a binding 
agreement to sell the development projects to Mr. Vajna subject to, and in 
conjunction with, closing of the contemplated merger.

       A draft copy of the cover letter which will accompany the development 
package and which outlines the bidding procedures in detail is also enclosed 
for your review.

       3.  EMPLOYMENT AGREEMENT.  As we discussed on the telephone, I would 
like to suggest that Mr. Vajna's employment be terminated at the closing. At 
the closing Mr. Vajna would receive 100% of his unpaid base salary through 
December 31, 1997 and 50% of his base salary for the year of 1998. Although 
we recognize that the termination provision does not cover continuing 
participations, please note that those obligations are being transferred to 
Disney and Cinergi. Your lawyer should review that documentation to make sure 
that they are comfortable, that Disney and Cinergi recognize those 
obligations. We have discussed the issue with both of those entities and 
believe they are comfortable with those obligations. We agree that Mr. Vajna 
will be free, upon the execution of our merger documents and signing of the 
Fox Agreement, to enter into a third party producing or other employment or 
consulting agreement, but in the event the agreement with Disney is 
terminated by either party thereto or pursuant to the terms of the Disney 
Agreement and the closing does not take place, the merger document would 
terminate without liability of either party to the other and Mr. Vajna would 
be required to return to the public Cinergi and resume his duties pursuant to 
the terms of his current employment agreement.

       4.  MERGER OFFER. Covered under paragraph 1 above.

       (a)  FISHBURN LITIGATION. As we discussed on the telephone, we 
recognize this is a continuing obligation of CPEI. If this issue has not 
resolved itself by closing, we will mutually agree on an appropriate reserve.

       (b)  BROADWAY BRAWLER. I am happy to report the BRAWLER transaction 
has closed. All monies have been transferred. Please perform whatever due 
diligence you deem necessary to confirm this fact.

       (c)  D&O INSURANCE.  Mr. Braverman is in the process of obtaining a 
six-year policy which has been reviewed by Ron Blanc and we believe it is 
acceptable to Mr. Blanc. Please confirm. Also, please note that there is a 
portion of the premium which is allocable to post-closing employment 
practices. That portion of the premium will be an obligation of Mr. Vajna's.






Harry M. Brittenham, Esq.
June 11, 1997
Page 3


       (d)  ALTERNATIVE MINIMUM TAX.  We recognize this is an obligation of 
Cinergi. We have asked Ernst & Young to quantify the amount.

       (e)  BRITISH SALE-LEASEBACK.  Mr. Braverman is in the process of 
arranging a satisfactory resolution of this contingent liability. We expect 
that this will be acceptable to you and therefore will eliminate this issue. 
We will keep you apprised.

       (f)  DIE HARD.  We are in the final stages of definitive documentation 
with respect to DIE HARD.

       (g)  SPECIAL EFFECTS FACILITY.  As you know, Disney has expressed some 
interest in purchasing the special effects facility. To the extent a 
transaction has not closed by the date of the merger, we would expect to 
transfer that facility to Mr. Vajna at its current book value. That book 
value is approximately $3.2 million as of March 31, 1997. Please confirm this 
as acceptable.

       (h)  EVITA SOUNDTRACK. We expect to sell the EVITA soundtrack prior to 
the execution of the merger document.  I will let you know if that changes.

       (i)  OLIVER STONE COMMITMENTS.  In my last conversation with Mr. 
Vajna, he indicated that he expected to have a satisfactory resolution of 
this matter. Please confirm.

      (j)  LEGAL FEES RECEIVABLE.  Please note that the legal fees paid by 
Cinergi for employees to be paid by Mr. Vajna are already classified as 
receivables on CPEI's books. We will confirm the amount with you and expect it 
to be paid by Mr. Vajna in due course.

       (k)  ALAN SMITHEE.  It is my understanding that this issue has been 
resolved. Please confirm.

       (l)  EMPLOYEES.  The Board of Directors has approved a severance plan, 
which of course was reviewed with Mr. Vajna. All severance payments will be 
made prior to closing. The only remaining items to be settled are Mr. Vajna's 
and Mr. Braverman's employment contracts. I believe we have an agreement 
under the principle on Mr. Vajna as noted under paragraph 3 above. The 
company will settle Mr. Braverman's employment contract prior to closing.

       (m)  DISNEY DEAL. As you know, we expect the due diligence on the 
Disney transaction to be completed by June 13, 1997, thereby eliminating the 
major condition to Disney's obligation to purchase the library.

       (n)  INDEMNITY.  The private company would remain obligated to 
indemnify, defend, advance monies and hold harmless its former employees 
pursuant to the terms of various indemnity agreements and undertakings to 
reimburse indemnification costs to Cinergi (public corporation).



Harry M. Brittenham, Esq.
June 11, 1997
Page 4


       5.  DUE DILIGENCE PERIOD. This paragraph is no longer relevant, as we 
are moving directly in a definitive agreement.

       Finally, please note that it is the Company's current intention to 
make a press release summarizing both the current state of negotiations with 
Mr. Vajna and updating our shareholders on the progress of the Disney and Fox 
transactions within the next week to ten days. We would like to have a final, 
definitive agreement with Fox before we make that press release. We expect to 
have that agreement within the next week.

       I look forward to continuing to work with you towards a successful 
transaction.


                                     Sincerely,


                                     /s/  R. TIMOTHY O'DONNELL
                                        -------------------------------
                                          R. Timothy O'Donnell



Enclosures: Schedule 1 -- Development Cost Commitments
            Schedule 2 -- Development Bidding Procedures Letter

cc:  Warren Braverman
     Greg Paul
     John Schuster
     John McHale
     Randy Paul
     Dede Lebovits

RTO'D/dm