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                                                                    EXHIBIT 10.2

                            As of September 26, 2002

Liberty Livewire Corporation
520 Broadway, Fifth Floor
Santa Monica, CA  90401

Ladies and Gentlemen:

            Reference is made to the Subordination Agreement, dated as of June
22, 2001 (the "SUBORDINATION AGREEMENT"), by LIBERTY LIVEWIRE CORPORATION (the
"BORROWER") and LIBERTY MEDIA CORPORATION ("LIBERTY MEDIA"), in favor of HELLER
FINANCIAL LEASING, INC. ("HELLER"). Terms used but not defined in this letter
agreement shall have the meanings ascribed to such terms in the Subordination
Agreement.

            The Borrower has informed Heller of its intention to (i) borrow up
to an additional $25,000,000 (the "ADDITIONAL FUNDS") under the First Amended
and Restated Credit Agreement, dated as of December 22, 2000, between Liberty
Media and the Borrower (the "LIBERTY CREDIT AGREEMENT") in addition to the
additional $25,000,000 (the "PREVIOUS CONSENT FUNDS") referenced in the letter
agreement, dated June 28, 2002, among the Borrower, Liberty Media and Heller
(the "PREVIOUS CONSENT LETTER") and (ii) amend the Liberty Credit Agreement
solely to modify the definition of Conversion Price set forth in Section 1.01
thereof solely with respect to such Additional Funds to an amount per Class B
Common Stock (as defined in the Liberty Credit Agreement) no less than 115% of
the average daily Current Market Price (as defined below) for the five most
recent trading days ending on and including the date which is two business days
prior to the borrowing date with respect to such Additional Funds, as such is
adjusted pursuant to Section 8 of the Liberty Credit Agreement. "CURRENT MARKET
PRICE" on any day means (i) the last reported sale price (or, if no sale is
reported, the average of the high and low bid prices) on The Nasdaq Stock Market
on such day of Class A Common Stock (as defined in the Liberty Credit
Agreement), or (ii) if the primary trading market for Class A Common Stock is
not The Nasdaq Stock Market, then the closing sale price regular way on such day
(or, in case no such sale takes place on such day, the reported closing bid
price regular way on such day) in each case on the New York Stock Exchange, or,
if Class A Common Stock is not listed or admitted to trading on such exchange,
then on the principal exchange on which Class A Common Stock is traded, or (iii)
if the Current Market Price of Class A Common Stock on such day is not available
pursuant to one of the methods specified above, then the average of the bid and
asked prices for Class A Common Stock on such day as furnished by any New York
Stock Exchange member firm selected from time to time by Liberty Media
Corporation for that purpose. The Borrower has requested that Heller consent to
such amendment of Section 1.01 of the Liberty Credit Agreement.


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            By its signature below, the Borrower hereby (i) represents that
there is no Event of Default that has occurred and is continuing under the
Heller Debt Agreements, (ii) represents that, as of the date hereof, (x) the
drawn amount under the Liberty Credit Agreement is $214,993,197.40, (y) the
remaining availability under the Liberty Credit Agreement (subject to the terms
set forth in the Liberty Credit Agreement) is $98,606,802.60 (it being noted
that the B-of-A Credit Agreement, as defined below, provides that the aggregate
principal amount (exclusive of capitalized interest) that the Borrower may
borrow under the Liberty Credit Agreement shall not exceed $310,000,000) and (z)
there is no condition that the Borrower could not satisfy in order to draw the
Additional Funds, and (iii) agrees that, except with respect to the specific
matters set forth above, this letter agreement does not modify any of the
obligations of the Borrower or any of the rights and remedies of Heller under
the Heller Debt Agreements. For purposes of this letter agreement, the "B-of-A
Credit Agreement" shall mean the credit agreement, dated as of December 22, 2000
(as amended by Amendment No. 1, dated as of November 1, 2001, and as further
amended by Amendment No. 2, dated as of March 26, 2002) among the Borrower, the
several Lenders from time to time parties to the B-of-A Credit Agreement, BANC
OF AMERICA SECURITIES LLC, as Lead Arranger and Book Manager, BANK OF AMERICA,
N.A., as Issuer and Swingline Lender, BANK OF AMERICA, N.A., as administrative
agent for the Lenders, SALOMON SMITH BARNEY INC., as Syndication Agent, and THE
BANK OF NEW YORK COMPANY, INC., as Documentation Agent.

            Subject to the representations, warranties and covenants contained
in the preceding paragraph, Heller hereby (i) consents to the amendment by the
Borrower and Liberty Media to Section 1.01 of the Liberty Credit Agreement
solely to modify the Conversion Price as forth herein with respect to loans of
the Additional Funds made pursuant to Section 2.01(d) of the Liberty Credit
Agreement, and (ii) consents to the departure by the Borrower and Liberty Media
from the terms of the B-of-A Subordination Agreement as agreed to by the
Administrative Agent (as defined in the B-of-A Subordination Agreement, the
"ADMINISTRATIVE AGENT") and the lenders signatory thereto in the letter
agreement, dated as of September 26, 2002, among the Administrative Agent, such
lenders, the Borrower, and Liberty Media solely to the extent necessary for the
amendment set forth in clause (i) above, provided that (i) promptly upon
execution of such amendment, the Borrower shall provide a true and complete
executed copy of such amendment to the Administrative Agent and shall have
confirmed that only the Conversion Price in the Liberty Credit Agreement has
been amended and (ii) within 3 business days of any borrowing of Additional
Funds or Previous Consent Funds (each a "SUPPLEMENTAL BORROWING"), the
Administrative Agent shall have received a certificate of an officer of the
Borrower stating (a) the amount of such Supplemental Borrowing, (b) whether the
amount borrowed pursuant to such Supplemental Borrowing constitutes Additional
Funds or Previous Consent Funds, (c) in the case of any Supplemental Borrowing
that constitutes Additional Funds, that such Supplemental Borrowing does not
have the benefit of the repayment provisions set forth in the Previous Consent
Letter, and (d) the aggregate outstanding amount of Additional Funds and
Previous Consent Funds.

            This letter agreement shall not be construed as an amendment or
novation of the Heller Debt Agreements. Except as expressly provided in the
previous paragraph, the rights of the Borrower and Liberty Media set forth under
this letter agreement with respect to the Additional Funds are separate and do
not relate to the rights of the Borrower and Liberty Media


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Corporation set forth under the Previous Consent Letter with respect to the
Previous Consent Funds.

            This letter agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which shall constitute one
and the same document. This letter agreement shall become effective upon the
granting of the consent, which shall be evidenced by the execution of a
counterpart of this letter by Heller. Delivery of an executed counterpart of
this letter agreement by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.


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            THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                                     Sincerely,


                                     HELLER FINANCIAL LEASING, INC.


                                     By:  /s/ Ronald E. Lis
                                        -------------------------------------
                                        Name:  Ronald E. Lis
                                        Title: Vice President, Portfolio Manager


Acknowledged and Agreed to:

LIBERTY LIVEWIRE CORPORATION


By:    /s/ William E. Niles
       ------------------------------
Name:  William E. Niles
Title: Executive Vice President

LIBERTY MEDIA CORPORATION


By:    /s/ Elizabeth M. Markowski
       ------------------------------
Name:  Elizabeth M. Markowski
Title: Senior Vice President