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                                                                  EXHIBIT 10.30a

                              FIRST AMENDMENT TO
                              ------------------
                  LIMITED LIABILITY COMPANY OPERATING AGREEMENT
                  ---------------------------------------------

     THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this
"Amendment") is made and entered into as of April 28, 2000 by and among IMAGE
ENTERTAINMENT, INC., a California corporation ("Image") and MICHAEL LOPEZ, an
individual ("Lopez"), with reference to the following facts:

     A.    Image and Lopez are currently all of the members of, and Lopez is
currently the manager of, Aviva International, LLC, a California limited
liability company (the "Company"), and Image and Lopez have entered into the
Limited Liability Company Operating Agreement of Aviva International, LLC dated
as of June 21, 1999 (the "Operating Agreement"). Terms used without definition
shall have the meanings ascribed to such terms in the Operating Agreement.

     B.    Image and Lopez desire to amend the Operating Agreement in the manner
set forth below.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

     1.    Image and Lopez hereby agree that the first Fiscal Year of the
Company ended on December 31, 1999. In addition, Section 1.21 of the Operating
Agreement is hereby amended to read in its entirety as follows:

     "1.21 "Fiscal Year". "Fiscal Year" means the Company's fiscal year, which
shall be the period commencing on January 1 of each year through and including
December 31 of such year."

     2.    Article 1 of the Operating Agreement is hereby amended by adding the
following definitions:

     "1.59 "Tier 1 Distributions". "Tier 1 Distributions" shall have the meaning
set forth in Section 7.1.1 hereof.

     "1.60 "Tier 2 Distributions". "Tier 2 Distributions" shall have the meaning
set forth in Section 7.1.2 hereof.

     "1.61 "Undistributed Tier 1 Distributions". "Undistributed Tier 1
Distributions" means Seven Hundred Fifty Thousand Dollars ($750,000), minus the
cumulative amounts previously distributed to the Members with the priority of
Section 7.1.1 hereof.

     "1.62 "Undistributed Tier 2 Distributions". "Undistributed Tier 2
Distributions" means Seven Hundred Fifty Thousand Dollars ($750,000), minus the
cumulative amounts previously distributed to the Members with the priority of
Section 7.1.2 hereof."

     3.    Section 4.2 of the Operating Agreement is hereby amended by replacing
the date "March 31, 2000" appearing in the second and third lines with the date
"December 31, 2000".

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     4.    Section 4.3 of the Operating Agreement is hereby amended (a) by
replacing the date "April 1, 2000" appearing on the second and third lines with
the date "January 1, 2001", (b) by replacing the date "March 31, 2002" appearing
on the third line with the date "December 31, 2002", (c) by replacing the date
"December 31, 1999" appearing on the fifth line with the date "September 30,
2000", and (d) by replacing the date "March 31, 2000" appearing on the twenty-
sixth line with the date "December 31, 2000".

     5.    Section 4.4 of the Operating Agreement is hereby amended by replacing
the date "April 1, 2002" appearing on the ninth line with the date "January 1,
2003".

     6.    Section 5.4.1 of the Operating Agreement is hereby amended by
replacing the word "20%" appearing on the eleventh to the last line with the
word "15%".

     7.    Section 6.1 of the Operating Agreement is hereby amended to read in
its entirety as follows:

     "6.1. Allocation of Profits and Losses. Except as otherwise provided in
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this Article 6, Profits and Losses of the Company in each Fiscal Year shall be
allocated among the Members as follows:

           "6.1.1   Profits. Profits shall be allocated among the Members as
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           follows:

                    "6.1.1.1  first, to each of the Members in the ratio in
           which the Members' Capital Accounts are less than zero, until the
           Capital Accounts of all Members are equal to zero;

                    "6.1.1.2  second, sixth percent (60%) to Lopez and forty
           percent (40%) to Image, until the sum of the Capital Accounts of the
           Members is equal to the Undistributed Tier 1 Distributions;

                    "6.1.1.3  third, fifty-five percent (55%) to Lopez and
           forty-five percent (45%) to Image until the sum of the Capital
           Accounts of the Members is equal to the sum of the Undistributed Tier
           1 Distributions and the Undistributed Tier 2 Distributions; and

                    "6.1.1.4  thereafter, fifty percent (50%) to Lopez and fifty
           percent (50%) to Image."

           "6.1.2   Allocation of Losses. Except as otherwise provided in this
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Article 6, Losses shall be allocated among the Members as follows:

                    "6.1.2.1  first, to the Members in the ratio which the
           excess of Lopez' Capital Account is over the sum of sixty percent
           (60%) of the Undistributed Tier 1 Distributions and fifty-five
           percent (55%) of the Undistributed Tier 2 Distributions bears to the
           excess of Image's Capital Account over the sum of forty percent (40%)
           of the Undistributed Tier 1 Distributions and fifty-five percent
           (55%) of the Undistributed Tier 2 Distributions, until such excesses
           are reduced to zero;

                    "6.1.2.2  second, to the Members in the ratio which the
           excess of Lopez' Capital Account over fifty-five percent (55%) of the
           Undistributed Tier 2 Distributions

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           bears to the excess of Image's Capital Account over forty-five
           percent (45%) of the Undistributed Tier 2 Distributions, until such
           excesses are reduced to zero;

                    "6.1.2.3  third, to the Members in proportion to the
           positive balances in the Members' respective Capital Accounts, until
           such balances are reduced to zero; and

                    "6.1.2.4  thereafter, to the Members in proportion to their
           respective Percentage Interests.

"Notwithstanding anything to the contrary contained herein, Losses allocated
pursuant to this Section 6.1.2 shall not exceed the maximum amount of Losses
that may be so allocated without causing any Member to have an Adjusted Capital
Account Deficit at the end of any Fiscal Year. In the event some, but not all,
of the Members would have Adjusted Capital Account Deficits as a consequence of
an allocation of Losses pursuant to this Section 6.1.2, the limitation set forth
herein shall be applied on a Member by Member basis so as to allocate the
maximum permissible Loss to each Member under Section 1.704-1(b)(2)(ii)(d) of
the Regulations."

     8.    Section 7.1 of the Operating Agreement is hereby amended to read in
its entirety as follows:

     "7.1  In General. Subject to applicable law and any limitations contained
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elsewhere in this Agreement, the Members may jointly elect from time to time to
distribute Available Cash Flow to the Members, provided that after giving effect
to such distribution the Company shall have retained sufficient Reserves to
satisfy the Company's reasonably anticipated working capital and overhead
obligations for at least the four (4) month period immediately following the
date of such distribution. All distributions shall be in the following order of
priority:

           "7.1.1   Until such time as the aggregate amount of Available Cash
Flow distributed to the Members since the formation of the Company exceeds the
sum of Seven Hundred Fifty Thousand Dollars ($750,000.00), sixty percent (60%)
to Lopez and forty percent (40%) to Image ("Tier 1 Distributions");

           "7.1.2   From and after such time as the aggregate amount of
Available Cash Flow distributed to the Members since the formation of the
Company exceeds the sum of Seven Hundred Fifty Thousand Dollars ($750,000.00)
until such time as the aggregate amount of Available Cash Flow distributed to
the Members since the formation of the Company exceeds the sum of One Million
Five Hundred Thousand Dollars ($1,500,000.00), fifty-five percent (55%) to Lopez
and forty-five percent (45%) to Image ("Tier 2 Distributions"); and

           "7.1.3   Thereafter, fifty percent (50%) to Lopez and fifty percent
(50%) to Image.

"All such distributions shall be made only to the Persons who, according to the
books and records of the Company, are the holders of the Economic Interests in
respect of which such distributions are made on the actual date of distribution.
Neither the Company nor any Member shall incur any liability for making
distributions in accordance with this Section 7.1."

     9.    Exhibit B attached to the Operating Agreement is hereby replaced in
its entirety by Exhibit B attached hereto.

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     10.   Except as expressly modified or amended pursuant to this Agreement,
the Operating Agreement remains in full force and effect without modification.

     11.   This Amendment 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 agreement.

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

                                             IMAGE ENTERTAINMENT, INC.


                                             By:  /s/ MARTIN W. GREENWALD
                                                -----------------------------

                                             Its: President of Member
                                                 ----------------------------



                                             /s/ MICHAEL LOPEZ
                                             --------------------------------
                                             MICHAEL LOPEZ

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