TERMINATION AGREEMENT

This Termination Agreement (the "Agreement") is entered into as
of this 13th day of October, 1994, by and among LIVE
Entertainment Inc., a Delaware corporation ("LIVE"), Carolco
Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of LIVE ("CAC"), and Carolco Pictures Inc., a
Delaware corporation ("Carolco").

W I T N E S S E T H

WHEREAS, the parties hereto have entered into that certain
Agreement and Plan of Merger dated as of August 10, 1994 (the
"Merger Agreement");

WHEREAS, Section 11.1(a) of the Merger Agreement provides that
the Merger Agreement may be terminated and the proposed merger
contemplated (the "Merger") thereby abandoned by mutual consent
of LIVE and Carolco, as authorized by their respective Boards
of Directors; and

WHEREAS, the Boards of Directors of LIVE and Carolco deem it
desirable and in the best interest of their respective
corporations to terminate the Merger Agreement and abandon the
Merger.

NOW, THEREFORE, in consideration of the premises and the
representations, warranties, covenants, and agreements herein
contained, the parties hereto hereby agree as follows:

     
1.   Termination.  Upon execution of this Agreement, each of
the parties hereto agrees that (i) the Merger Agreement shall,
automatically and without further action, terminate and be void
and of no further force and effect, (ii) all rights and
obligations of the parties under the Merger Agreement shall be
terminated, (iii) the Merger shall be abandoned, and (iv)
notwithstanding anything to the contrary contained in the
Merger Agreement, there shall be no further liability
thereunder on the part of Carolco, LIVE or CAC or their
respective officers or directors, except as set forth herein.

2.   Fees and Expenses.  All costs and expenses incurred in
connection with the Merger Agreement and the transactions
contemplated thereby shall be paid by the party which incurred
such costs and expenses, except that the legal fees and
expenses incurred through the date of this Agreement in
connection with the preparation of the draft registration
statement and proxy statement/prospectus relating to the Merger
will be shared equally by LIVE and Carolco.  Promptly after
execution hereof, LIVE and Carolco shall agree on the total
amount of such fees and expenses.

3.   Confidentiality; Return of Documents.  Notwithstanding
the termination of the Merger Agreement, the parties hereto
agree to continue to abide by and be bound by the provisions
concerning confidentiality of non-public information and return
of documents set forth in Section 9.5 of the Merger Agreement.

4.   Representations and Warranties.  Each of LIVE and CAC
hereby, jointly and severally, represent and warrant to
Carolco, and Carolco hereby represents and warrants to LIVE and
CAC, as follows:

(a)  Such corporation is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware, has the requisite corporate power and authority to
own its property and carry on its business as now being
conducted, and is duly qualified to do business, and is in good
standing, in California.

(b)  Such corporation has all requisite corporate power and
authority to enter into and execute this Agreement and to
consummate the transactions contemplated hereby.  The execution
and delivery of this Agreement by such corporation, the
performance by such corporation of its obligations hereunder,
and the consummation by such corporation of the transactions
contemplated hereby have been duly authorized by all necessary
corporate action on the part of such corporation including,
without limitation, the approval of its Board of Directors, and
no other act or proceeding on the part of such corporation is
necessary to authorize the execution, delivery and consummation
of this Agreement or the transactions contemplated hereby.

(c)  This Agreement has been duly and validly executed and
delivered by such corporation and (assuming the valid
authorization, execution and delivery of this Agreement by the
other parties hereto) constitutes a valid and binding
obligation of such corporation enforceable against such
corporation in accordance with its terms, except (i) as its
obligations may be affected by bankruptcy, insolvency,
reorganization, moratorium or similar laws, or by equitable
principles relating to or limiting creditors' rights generally,
and (ii) that the remedies of specific performance, injunction
and other forms of equitable relief are subject to certain
tests of equity jurisdiction, equitable defenses and the
discretion of the court before which any proceeding therefor
may be brought.

(d)  The execution and delivery of this Agreement do not, and
the consummation of the transactions contemplated hereby and
compliance with the provisions hereof will not, breach,
conflict with, or result in any violation of, any provision of
the Certificate of Incorporation or Bylaws of such corporation

(e)  Such corporation has not assigned or in any other way
conveyed, transferred or encumbered all or any portion of any
Claims (as defined in Section 5 below) covered by the Mutual
Releases set forth in Section 5 below.

5.   Mutual Release.  

(a)  As a condition of the termination of the Merger Agreement
and as a material inducement for the parties hereto to enter
into this Agreement: 

(i)  Each of LIVE and CAC, for themselves, their successors,
agents, affiliates and assigns, hereby fully and forever
waives, remises, releases, and discharges Carolco and its
affiliates, successors and assigns, agents, employees,
consultants, representatives, stockholders, officers, and
directors, past and present, from any and all rights,
obligations, claims, liabilities, losses, damages, causes of
action, actions, suits, demands, judgments, choses in action,
residual claims or other claims or actions of any kind
(collectively, "Claims"), if any, LIVE or CAC has had, may have
had, now has or hereafter can, shall or may have against
Carolco, of any kind or nature, by reason of or with respect to
(a) the Merger Agreement, (b) the Merger, (c) any and all
documents, filings, announcements or releases related to the
Merger Agreement or the Merger, and (d) any alleged third-party
beneficiary rights arising from the Merger Agreement or the
Merger (collectively, (a), (b), (c) and (d) are sometimes
referred to herein as the "Released Matters"); and

(ii) Carolco, for itself, its successors, agents, affiliates
and assigns, hereby fully and forever waives, remises,
releases, and discharges LIVE and CAC and their respective
affiliates, successors and assigns, agents, employees,
consultants, representatives, stockholders, officers, and
directors, past and present, from any and all Claims Carolco
has had, may have had, now has or hereafter can, shall or may
have against LIVE or CAC, of any kind or nature, by reason of
or with respect to the Released Matters.

(b)  Notwithstanding anything to the contrary contained in
(a)(i) or (a)(ii) above, the Released Matters shall not include
any Claims in connection with or arising out of the litigation
currently pending in the Court of Chancery in the State of
Delaware, known as Ballan v. F.J. Afman, et al., Civil Action
No. 13435.

(c)  Each of LIVE, CAC and Carolco acknowledges and agrees
that the releases set forth in (a)(i) and (a)(ii) above (the
"Mutual Releases") apply to all claims for losses, whether the
losses are known or unknown, foreseen or unforeseen, patent or
latent.  Each of LIVE, CAC and Carolco expressly understands
and acknowledges that Section 1542 of the Civil Code of
California provides as follows:

     "A general release does not extend to claims which
     the creditor does not know or suspect to exist in
     his favor at the time of executing the release
     which, if known by him, must have materially
     affected his settlement with the debtor."

(d)  Each of LIVE, CAC and Carolco hereby specifically waives
any rights it may have under Section 1542 of the Civil Code of
California to the extent such section may be deemed applicable
to such party, as well as the provisions of all comparable,
equivalent, or similar statutes and principles of common law of
California, Delaware or any other jurisdiction and acknowledges
and agrees that this waiver is an essential term of this
Agreement.  Each of LIVE, CAC and Carolco has been advised by
legal counsel and understands and acknowledges the significance
and consequences of the Mutual Releases and the specific waiver
of Section 1542 and similar laws.  Each of LIVE, CAC and
Carolco understands and acknowledges that the significance and
consequence of the waiver of Section 1542 and similar laws is,
among other things, that even if it should suffer additional
losses arising out of the Released Matters, it will not be able
to make any claim for such losses.  Furthermore, each of LIVE,
CAC and Carolco acknowledges that it intends these consequences
even as to claims for losses that may exist as of the date of
this Agreement but which it does not know exist, and which, if
known, would materially affect its decision to enter into the
Mutual Releases, regardless of whether its lack of knowledge is
the result of oversight, error, negligence, or any other cause.

(e)  If any term or provision of the Mutual Releases is held
by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, (i) the remainder of the terms
and provisions of the Mutual Releases shall remain in full
force and effect and shall in no way be affected, impaired or
invalidated, and (ii) to the fullest extent possible, the
provisions of the Mutual Releases (including, without
limitation, all portions of any section of the Mutual Releases
containing such provision held to be invalid, illegal or
unenforceable that are not themselves invalid, illegal or
unenforceable) shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or
unenforceable; provided, however, that LIVE and CAC, on the one
hand, and Carolco, on the other hand, acknowledge and agree
that the releases set forth in (a)(i) and (a)(ii) above are
mutual, and in no event shall either the release set forth in
(a)(i) or the release set forth in (a)(ii) be construed in a
manner broader or more limited than the other release.

6.   Governing Law.  This Agreement and the rights of the
parties hereunder shall be governed by, and interpreted in
accordance with, the laws of the State of Delaware, regardless
of the laws of choice of law, or conflicts of law, of that or
any other jurisdiction.

7.   Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed an
original; but such counterparts together shall constitute but
one and the same instrument.

8.   Entire Agreement.  This Agreement contains the entire
understanding of the parties hereto with respect to the subject
matter contained herein.  This Agreement supersedes all prior
agreements and understandings between the parties with respect
to such subject matter.

9.   Additional Assurances.  The parties hereto hereby
expressly agree to sign and execute any and all additional
documents and to use their best efforts to take any other
actions as may be reasonably necessary or appropriate to carry
out the intent of this Agreement.

IN WITNESS WHEREOF, LIVE, CAC and Carolco have caused this
Agreement to be signed by their respective officers thereunto
duly authorized all as of the date first written above.

LIVE ENTERTAINMENT INC.
By: /s/ Robert Denton
Name:   Robert Denton
Title:  Vice President

ATTEST:
/s/ Michael J. White
Name:   Michael J. White
Title:  Secretary

CAROLCO ACQUISITION CORP.
By:  /s/ Steven E. Mangel
Name:   Steven E. Mangel
Title:  Senior Vice President

ATTEST:
/s/ Michael J. White
Name:   Michael J. White
Title:  Secretary


CAROLCO PICTURES INC.
By:    /s/ Robert W. Goldsmith
Name:  Robert W. Goldsmith
Title: Senior Vice President

ATTEST:
/s/ William Shpall
Name:  William Shpall
Title: Executive Vice President