WAIVER, ASSIGNMENT AND ACKNOWLEDGMENT AGREEMENT

This Waiver, Assignment and Acknowledgment Agreement (the
"Agreement") is entered into as of the 14th day of October,
1994, by and between CAROLCO PICTURES INC., a Delaware
corporation (the "Company"), and RCS VIDEO INTERNATIONAL
SERVICES B.V., a Netherlands corporation ("RCS"), and is made
with reference to that certain Standby Purchase and Investment
Agreement dated as of July 29, 1993 (the "Standby Agreement")
by and among the Company, RCS, Cinepole Productions B.V.
("Cinepole"), Le Studio Canal+ ("Le Studio"), Pioneer LDCA,
Inc. ("Pioneer") and Tele-Communications, Inc. ("TCI"). 
Capitalized terms used herein without definition shall have the
respective meanings assigned such terms in the Standby
Agreement.

RECITALS

WHEREAS, the Company intends to sell all of its rights and
interests in and to the motion picture currently entitled
"Showgirls" pursuant to that certain Purchase Agreement
substantially in the form attached hereto as Exhibit "A" (the
"Showgirls Purchase Agreement"); and

WHEREAS, pursuant to that certain Agreement substantially in
the form attached hereto as Exhibit "B" (the "Pioneer
Agreement"), Pioneer LDC, Inc., a Japanese corporation and an
affiliate of Pioneer ("PLDC") has agreed to pay in advance
certain overages anticipated to be due from it pursuant to that
certain Lease Agreement dated as of November 25, 1991 (Contract
No. 3580/91) between PLDC and Atalanta Films Japan B.V.
("Atalanta") with respect to the motion picture entitled
"Cliffhanger" and certain overages anticipated to be due from
it pursuant to that certain Lease Agreement dated as of April
26, 1990 (Contract No. 2337/90) between PLDC and Atalanta with
respect to the motion picture entitled "Terminator 2: Judgment
Day"; and

WHEREAS, RCS Video Services Antilles N.V., a Netherlands
Antilles corporation, Pioneer, Cinepole and certain other
parties have agreed to enter into that certain Third Amended
and Restated Escrow Agreement substantially in the form
attached hereto as Exhibit "C" (the "Escrow Agreement"); and

WHEREAS, Le Studio Canal+ (U.S.), a California corporation, has
agreed to pay in advance certain commissions anticipated to be
due to the Company in its capacity as sales subagent with
respect to the motion picture entitled "Stargate" pursuant to
that certain Amendment to Exclusive Agency Agreement
substantially in the form attached hereto as Exhibit "D" (the
"Le Studio Agreement"); and

WHEREAS, pursuant to the Standby Agreement, RCS agreed to
purchase, and the Company agreed to issue and sell to RCS,
$2,500,000 in aggregate principal amount of the Company's 7%
Convertible Subordinated Notes due June 30, 2006 (the "7%
Notes") on December 30, 1994 subject to certain conditions; and

WHEREAS, the parties hereto desire to reduce the amount of RCS'
commitment to purchase $1,000,000 in aggregate principal amount
of 7% Notes, waive the conditions to funding set forth in the
Standby Agreement in order to enable the Company to obtain a
bank loan from Credit Lyonnais Bank Nederland N.V. ("CLBN") to
be repaid by RCS' payment for the 7% Notes and agree that RCS
will provide funding of $1,500,000 to the Company in the form
of a co-production commitment.

NOW, THEREFORE, in consideration of the mutual promises set
forth in this Agreement, the parties to this Agreement mutually
agree as follows:

1.     Amendment, Waiver and Acknowledgment.

(a)    Paragraph 2(a) of the Standby Agreement is hereby
amended in the following ways:  (i)  the number "$2,500,000"
set forth opposite "RCS" is hereby deleted and replaced with
the number "$1,000,000"; and (ii) the number "$20,000,000" set
forth opposite the term "Total" is hereby deleted and replaced
with the number "$18,500,000".

(b)    RCS and the Company hereby acknowledge that the
conditions set forth in Paragraphs 6(a)(i), 6(a)(ii), 6(a)(iii)
and 6(b)(ii) of the Standby Agreement have been satisfied.

(c)    RCS agrees to execute and deliver on the Effective
Date (as defined in Paragraph 6 below) an investment letter to
the Company in the form attached hereto as Exhibit "E".  RCS
and the Company hereby acknowledge and agree that upon receipt
by the Company of such investment letter signed by RCS on the
Effective Date, the conditions set forth in Paragraphs 6(a)(iv)
and 6(c)(i) of the Standby Agreement will have been satisfied.  

(d)    Notwithstanding anything to the contrary in Paragraph
2(a) of the Standby Agreement or otherwise, (i) the sale to RCS
of 7% Notes that is contemplated pursuant to Paragraph 2(a) of
the Standby Agreement (as amended by this Agreement) shall
occur on the Effective Date, at which time such sale shall be
fully and completely effective, and (ii) the payment by RCS for
the 7% Notes in the amount of RCS' Note Commitment (the
"Payment Obligation") shall be due and payable from RCS on
December 30, 1994 (and RCS expressly waives the conditions to
the payment of such purchase price that are contained in
Paragraph 6(b)(i) of the Standby Agreement.)

2.     Assignment of the Payment Obligation.

(a)    The Company hereby assigns, transfers, conveys and
sets over unto CLBN for collateral purposes all of its right,
title and interest (but none of its obligations) in and to its
right to receive under Section 2(a) and 3 of the Standby
Agreement the sum equal to RCS' Note Commitment in respect of
the Payment Obligation.  Each of the Company and RCS agrees to
execute and deliver to CLBN a Notice of Assignment and
corresponding Acknowledgment in substantially the forms
attached hereto as Exhibits "F" and "G", respectively
(collectively, the "Payment Instructions"), pursuant to which
the Company authorizes and directs RCS (and RCS agrees) to
remit the amounts due under the Payment Obligation directly to
CLBN in accordance with the Payment Instructions.

(b)    The Company hereby constitutes and appoints CLBN as
its true, lawful and irrevocable attorney-in-fact with respect
to the Payment Obligation, to demand, receive and enforce
payments and to give receipts, releases and satisfactions and
to sue for all sums payable either in the name of the Company
or in the name of CLBN with respect to the Payment Obligation,
with the same force and effect that the Company could do if
this Paragraph 2 did not exist.  Such power of attorney is
coupled with an interest and is therefore irrevocable without
the express prior written consent of CLBN.  Each of the Company
and RCS further agrees that (i) CLBN has not assumed (and shall
not have any liability for) any obligations or liabilities of
the Company or any other person or entity under or arising out
of the Standby Agreement (as amended hereby), any related
agreements and/or the sale and purchase of the 7% Notes, and
(ii) CLBN shall have no obligation to exercise the power of
attorney set forth above (including without limitation for the
purpose of enforcing RCS' obligation to timely remit amounts
due under the Payment Obligation).

3.     Letter of Credit.  RCS hereby agrees to cause to be issued
and delivered to CLBN on the Effective Date a letter of credit
substantially in the form attached hereto as Exhibit "H" (the
"Letter of Credit") in connection with the collateral
assignment of the Payment Obligation to CLBN.
  
4.     Satisfaction of Payment Obligation.  The Company hereby
agrees, and CLBN hereby acknowledges, that in the event the
Letter of Credit is drawn in its entirety, RCS shall be deemed
to have fully and completely satisfied the Payment Obligation,
which Payment Obligation shall thereupon be extinguished.

5.     Additional Investment.  RCS hereby commits to make available
$1,500,000 as a co-production investment in the motion picture
entitled "Cutthroat Island" on December 30, 1994 on terms that
are no less favorable than those applicable to TCI and Le
Studio in that certain Co-Production Financing Commitment
Agreement dated as of August 19, 1993 by and among the Company,
Le Studio and TCI.

6.     Effective Date.  This Agreement shall become effective when
all of the following conditions have been satisfied (the
"Effective Date"):

(a)    The Showgirls Purchase Agreement shall have been
executed and delivered by the parties thereto; 

(b)    The Pioneer Agreement shall have been executed and
delivered by the parties thereto;

(c)    The Escrow Agreement shall have been executed and
delivered by the parties thereto; 

(d)    The Le Studio Agreement shall have been executed and
delivered by the parties thereto; and 

(e)    RCS shall have received an executed and authenticated
certificate for $1,000,000 in aggregate principal amount of 7%
Notes in its name, which certificate shall contain the terms
and conditions referred to in the Standby Agreement.

7.     Miscellaneous.

(a)    This Agreement 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
Standby Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Standby
Agreement shall mean and be a reference to the Standby
Agreement as amended by the Agreement.

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

(d)    The descriptive headings of the several Paragraphs of
this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.

(e)    This Agreement 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.

(f)    Subject to the immediately succeeding sentence, this
Agreement 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. 
Notwithstanding the foregoing, CLBN is an express third party
beneficiary of this subparagraph (f), Paragraphs 1, 2, 3 and
7(g) hereof.

(g)    This Agreement may not be amended, supplemented,
waived or otherwise modified other than pursuant to a written
instrument executed by the Company and RCS (and consented to by
CLBN in its sole and absolute discretion); provided, however,
that amendments to Paragraphs 1(a), 2 and 5 of this Agreement
must also be consented to by Le Studio, Pioneer, Cinepole and
TCI.

IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date first above written.

CAROLCO PICTURES INC.

By: /s/ Robert W. Goldsmith
Title: Senior Vice President


RCS VIDEO INTERNATIONAL SERVICES B.V.

By: /s/ Paul D. Downs
Title: Attorney-in-fact


The undersigned hereby consent to the assignments of rights
under and the modifications, waivers and amendments of the
Standby Agreement effectuated by this Agreement and to the
additional investment contemplated by Paragraph 5:

LE STUDIO CANAL+

By: /s/ Olivier Granier
Title: President and COO

PIONEER LDCA, INC.

By: /s/ Yosuke Kobayashi
Title: President

CINEPOLE PRODUCTIONS B.V.

By: /s/ Dominique Jeunot
Title: Co-Managing Director

TELE-COMMUNICATIONS, INC.

By: /s/ Stephen M. Brett
Title: Executive Vice President


ACKNOWLEDGED AND AGREED:

CREDIT LYONNAIS BANK NEDERLAND N.V.

By: /s/ Henk Dekejizer
Title: Executive Vice President



IN WITNESS WHEREOF, the parties have executed 
this Agreement as of the date first above written.

CAROLCO PICTURES INC.

By: 
Title: 


RCS VIDEO INTERNATIONAL SERVICES B.V.

By: 
Title: 


The undersigned hereby consent to the assignments of rights
under and the modifications, waivers and amendments of the
Standby Agreement effectuated by this Agreement and to the
additional investment contemplated by Paragraph 5:

LE STUDIO CANAL+

By: 
Title: 

PIONEER LDCA, INC.

By: 
Title: 

CINEPOLE PRODUCTIONS B.V.

By: 
Title: 

TELE-COMMUNICATIONS, INC.

By: 
Title: 


ACKNOWLEDGED AND AGREED:

CREDIT LYONNAIS BANK NEDERLAND N.V.

By: /s/ Charles Rosner
Title: Managing Director