April 18, 1994



LIVE Entertainment Inc.
15400 Sherman Way, Suite 500
Van Nuys, California 91406

             Re:  Amendment to Letter of Intent

Gentlemen:

      The parties hereto have entered into a letter
agreement dated March 23, 1994, in connection with a
proposed business combination (the "Letter of Intent"). 
The parties desire to enter into this amendment (the
"Amendment") to the Letter of Intent on the following
terms:

      1.  Amendment to Paragraph 10.  

      Clause (i) of Paragraph 10 of the Letter of
Intent is hereby amended and restated in its entirety as
follows:  "(i) May 23, 1994 or".  

      2.  Miscellaneous.  

      (a) This Amendment shall be effective as of the
date set forth above when the parties hereto shall have
executed and delivered the Amendment.  This Amendment may
be executed in any number of counterparts, and by the
parties hereto in separate counterparts, each of which
when so executed and delivered shall be deemed an
original, but all such counterparts together shall
constitute but one and the same instrument.

      (b) On and after the date hereof, each reference
in the Letter of Intent to "this Agreement", "hereunder",
"hereof", "herein" or words of like import referring to
the Letter of Intent shall mean and be a reference to the
Letter of Intent as amended by this Amendment.

      (c) It is hereby agreed that, except as
specifically provided herein, this Amendment does not in
any way affect or impair the terms and conditions of the
Letter of Intent, and all terms and conditions of the
Letter of Intent are to remain in full force and effect
unless otherwise specifically amended, waived or changed
pursuant to the terms and conditions of this Amendment.

      (d) This Amendment shall be governed by, and
construed in accordance with, the laws of the State of
Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of law.

      (e) This Amendment is entered into for the
express benefit of the parties hereto only and is not
intended, and shall not be deemed, to create in any other
person any rights or interest whatsoever, including any
rights as third party beneficiary.


      Please acknowledge your agreement to, and
acceptance of, the foregoing, by executing a copy of this
Amendment in the appropriate space set forth below and
returning the same to the undersigned, whereupon it will
constitute our agreement with respect to the matters
contained herein.

                       Very truly yours,

                       CAROLCO PICTURES INC.


                       
By:/s/ Robert Goldsmith
Name:  Robert Goldsmith
Title:  Senior Vice President and General Counsel
Agreed to and accepted as of
the date first written above:

LIVE ENTERTAINMENT INC.

By:/s/ Michael J. White
Name:  Michael J. White
Title: Executive Vice President