Exhibit 9.3(b)

Amendments to LIVE Increasing Rate Notes Indenture


For purposes of this Exhibit 9.3(b) only, the LIVE
Increasing Rate Notes shall be referred to as the
"Notes" and the LIVE Increasing Rate Notes Indenture
shall be referred to as the "Indenture".  Other
capitalized terms used herein shall have the meaning
ascribed to them in the Indenture, except that
"Effective Date" shall have the meaning ascribed to
it in the Agreement.  The Indenture will be amended
as follows:

1.   Definitions.  The definition of Senior Debt in
the Indenture will be expanded to provide that any
indebtedness which by its terms is stated to be
senior to the Notes will be treated as senior debt;
the definition of the Bank Credit Facilities will be
amended to include Carolco and LHV bank credit
facilities (including guarantees thereof); and
conforming changes will be made.

2.   Section 2.12 (Payment of Interest; Interest
Rights Preserved).  A technical change will be made
to clarify how interest is paid after a default.  

3.   Section 3.02 (Optional Redemption).  LIVE will
be allowed to redeem part, as well as all, of the
Notes.  

4.   Section 4.05 (Compliance Certificate).  An
amendment will be made to conform the requirements
in the Indenture with Carolco's indentures -- only
an Officer's Certificate will be required and no
certificate of LIVE's outside independent certified
public accountants will be required.

5.   Section 4.10 (Ownership of Stock of Wholly
Owned Subsidiaries).  LIVE is required to maintain
each of its wholly owned subsidiaries as a 100%
subsidiary unless disposed of in full.  This
provision will be removed.  

6.   Section 4.15 (Limitation on Dividends and Other
Payment Restrictions Affecting Restricted
Subsidiaries).  This provision restricts
Subsidiaries from agreeing to limits on the payment
of dividends, making loans or repaying indebtedness
to LIVE except as may be imposed in the Bank Credit
Facilities.  This provision will be modified to make
a clear that product acquisition transactions may
also create such restrictions.

7.   Section 4.16 (Restrictions on Sale and Issuance
of Restricted Subsidiary Preferred Stock).  This
provision restricts LIVE from allowing its
Subsidiaries to issue preferred stock to third
parties unless LIVE could incur debt in like amount. 
This provision will be removed.  

8.   Section 4.17 (Restricted Payments and
Investments).  The prohibition on Restricted
Payments and Restricted Investments will not apply
if LIVE is not in default.  

9.   Section 4.18 (Limitation on Additional
Indebtedness).  This provision will removed.  

10.  Section 4.20 (Limitation on Creation of Liens). 
This provision will be removed.  

11.  Section 4.21 (Company or Subsidiaries May
Consolidate, etc. only on Certain Terms).  There
will be no restriction on the ability of
Subsidiaries to merge with each other, liquidate or
take other actions.  LIVE will be allowed to merge,
etc., as long as the surviving company assumes the
Notes, LIVE is not in default and no default will be
caused by the merger, and the net worth of the
resulting comparing is no less than the net worth of
LIVE prior to the merger.  

12.  Section 4.22 (Rank of Future Debt).  This
provision will be removed.

13.  Section 4.23 (Consolidated Net Worth).  This
provision will be removed.  

14.  Section 6.01 (Events of Default).  The cross
default provisions in this Indenture will be
conformed to those in Carolco's indentures by
increasing the cross default threshold from $3
million to $5 million, changing the grace periods
and increasing the number of holders required to
notice an Event of Default.  

15.  Section 6.02 (Acceleration).  The percentage
required to accelerate for a monetary default will
be changed from 25% to 33-1/3%