Amendments to LIVE 12% Indenture


For purposes of this Exhibit 9.3(a) only, the LIVE
12% Notes shall be referred to as the "Notes" and
the LIVE 12% Indenture shall be referred to as the
"Indenture".  The Notes and the Indenture will be
amended in the following respects:

          
1.   The maximum principal amount which may be
outstanding under the Notes will equal $54,000,000.  

2.   The maturity date of the Notes will be extended
until a date 90 days after the maturity date of the
LIVE Credit Facility to be in place at either LIVE
or LIVE Home Video Inc. ("LHV") on the Effective
Date.

3.   The covenants in the Indenture will be amended
to make such covenants no less favorable to LIVE or
LHV than the covenants in the LIVE Credit Facility.

The Notes and the Indenture will also be amended as
necessary to consummate the Merger and the
transactions contemplated by the Merger Agreement.