AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT, dated as of September 9, 1997, by and among The Sillerman Companies, Inc., a Delaware corporation ("TSC"), Robert M. Gutkowski, Arthur Kaminsky, Louis J. Oppenheim,...

                   AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT


         AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT, dated as of September 9,
1997, by and among The Sillerman Companies, Inc., a Delaware corporation
("TSC"), Xxxxxx X. Xxxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx X. Xxxxxxxxx, Xxxxxxx
Xxxxxx, Xxxxxxx Xxxxx and The Marquee Group, Inc., a Delaware corporation (the
"Company").

         WHEREAS, the undersigned entered into a Shareholders' Agreement, dated
March 21, 1996 (the "Shareholders' Agreement");

         WHEREAS, pursuant to Section 3.01(a) of the Shareholders' Agreement,
the Company has increased to nine the number of directors constituting the
Board of Directors of the Company (the "Board");

         WHEREAS, the Company has entered into agreements to purchase the
shares of ProServ Inc. and ProServ Television, Inc. (the "ProServ Agreements");
and

         WHEREAS, the undersigned desire, upon consummation of the transactions
contemplated by the ProServ Agreements to increase to eleven the number of
directors constituting the Board.

         NOW, THEREFORE, intending to be legally bound, the undersigned hereby
agree as follows:

         Section 3.01(a) of the Shareholders' Agreement is hereby amended to
read in its entirety as follows:

                   "(a) Number of Directors. The management of the Company
         shall be entrusted to a Board of Directors currently consisting of
         nine (9) members, which number may be increased to eleven (11) upon
         the consummation of the Company's acquisition of a controlling
         interest in ProServ, Inc. Thereafter, the parties hereto agree that
         they will not take any action to increase or decrease the number of
         Directors."



         IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1
to Shareholders' Agreement as of the date first above written.


THE SILLERMAN COMPANIES, INC.



By:  
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     Xxxxxx X. Xxxxx                             Xxxxxxx Xxxxx


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     Xxxxxx X. Xxxxxxxxx                         Xxxxxx Xxxxxxxx


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     Xxxxxxx Xxxxxx                              Xxxxx X. Xxxxxxxxx


THE MARQUEE GROUP, INC.


By:  
     ----------------------------
     Xxx X. Xxxxxx
     Chief Financial Officer and Treasurer