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                                     EXHIBIT

                                      10.24

























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                          AMENDMENT NO. 3 TO REVOLVING
                       CREDIT LOAN AND SECURITY AGREEMENT


                  THIS AMENDMENT NO. 3 TO REVOLVING CREDIT LOAN AND SECURITY 
AGREEMENT (this "Amendment") is entered into as of April 12, 1999, by and 
between (i) UNAPIX ENTERTAINMENT, INC. ("Unapix"), and MIRAMAR IMAGES, INC. 
("Miramar;" and together with Unapix, collectively the "Borrowers"), and (ii) 
IMPERIAL BANK (the "Bank"), with respect to the following facts:

         A. The Bank and the Borrowers entered into a Revolving Credit Loan 
and Security Agreement dated as of April 16, 1997 (as modified, amended, and 
supplemented to the date hereof, the "Loan Agreement"). Capitalized terms not 
expressly defined herein shall have the respective meanings ascribed thereto 
in the Loan Agreement.

         B. The Borrowers have requested that the Bank amend the Loan 
Agreement in certain respects.

         C. The Bank is willing to amend the Loan Agreement subject to the 
terms and conditions hereof.

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

                  1.       AMENDMENTS

                           1.1 AMENDMENT OF "FINAL REPAYMENT DATE." The 
definition of "Final Repayment Date," contained in Section 1 of the Loan 
Agreement, is hereby amended and restated to read in its entirety as follows:

                               "FINAL REPAYMENT DATE' shall mean March 2, 2000."

                           1.2 AMENDMENT OF SECTION 2.1.1. Section 2.1.1 of 
the Loan Agreement is hereby amended and restated to read in its entirety as 
follows:

                               "2.1.1 COMMITMENT. To the Borrower, in the 
                           form of Advances and Letters of Credit by way of a 
                           revolving credit facility (the `Facility') in the 
                           aggregate sum owing hereunder of up to (the 
                           `Commitment') of (i) Thirteen Million Dollars 
                           ($13,000,000) prior to May 3, 1999, (ii) Twelve 
                           Million Five Hundred Thousand Dollars 
                           ($12,500,000) on or after May 3, 1999 and prior to 
                           June 3, 1999, (iii) Twelve Million Dollars 
                           ($12,000,000) on or after June 3, 1999 and prior 
                           to July 3, 1999, (iv) Eleven Million Five Hundred 
                           Thousand Dollars ($11,500,000) on or after July 3, 
                           1999 and prior to August 3, 1999, (v) Eleven 
                           Million Dollars ($11,000,000) on or after August 
                           3, 1999 and prior 


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                           to September 3, 1999, (vi) Ten Million Five 
                           Hundred Thousand Dollars ($10,500,000) on or after 
                           September 3, 1999 and prior to October 3, 1999 and 
                           (vii) Ten Million Dollars ($10,000,000) thereafter 
                           from time to time during the period, commencing on 
                           the execution date hereof and expiring on the 
                           Final Repayment Date. Subject to Section 2.1.2 
                           hereof, at no time shall the sum of all Advances 
                           and all undrawn amounts under all Letters of 
                           Credit at any time outstanding exceed the lesser 
                           of (i) the Commitment, or (ii) the Borrowing Base, 
                           and PROVIDED, FURTHER, that at no time shall the 
                           aggregate sum of all undrawn amounts under Standby 
                           Letters of Credit at any time exceed the Standby 
                           Letters of Credit Sublimit. Subject to the terms 
                           and conditions of this Agreement and the foregoing 
                           limitations, the Borrowers may borrow, repay and 
                           reborrow Advances. Notwithstanding anything herein 
                           to the contrary, no Letter of Credit shall remain 
                           outstanding after the Final Repayment Date."

                           1.3 AMENDMENT OF SECTION 2.8.2.2. Section 2.8.2.2 
of the Loan Agreement is hereby amended by replacing the language "Section 
2.1.2" with "Sections 2.1.1 and 2.1.2."

                           1.4 AMENDMENT OF SECTION 5.1. The last sentence of 
Section 5.1 of the Loan Agreement is hereby deleted and the following two 
sentences are hereby added to the end of that section: "Subject to the 
immediately succeeding sentence, at the end of each Business Day, the Bank 
shall transfer an amount equal to the then credit balance in the Master 
Collection Account to the Operating Account, provided that on such Business 
Day no Event of Default or Potential Event of Default is then occurring. At 
the end of each Business Day that the aggregate Obligations exceed the lesser 
of the Commitment and the Borrowing Base, the Bank shall apply an amount 
equal to the then credit balance in the Master Collection Account to the 
repayment of the Obligations, in accordance with the provisions of Section 
2.10 hereof, until such excess has been eliminated."

                  2.       REPRESENTATIONS AND WARRANTIES.

                           2.1 REPRESENTATIONS AND WARRANTIES. The Borrowers 
hereby jointly and severally represent and warrant to the Bank that as of the 
date hereof (except to the extent that any such representation or warranty 
expressly relates to an earlier date):

                                2.1.1 Each of the representations and 
warranties of the Borrowers contained in the Loan Agreement and in any and 
all other Loan Documents is or was (as the case may be) true and correct;

                                2.1.2 No Event of Default or Potential Event 
of Default has occurred and is continuing;


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                                2.1.3 Each of the Borrowers is duly 
authorized to enter into this Amendment and consummate the transactions 
herein contemplated and has the requisite power, authority and legal right to 
execute, deliver and perform this Amendment and the other documents and 
transactions contemplated herein, and has taken all necessary action to 
authorize its execution, delivery and performance of this Amendment and such 
other documents and transactions as contemplated herein; and

                                2.1.4 The consummation of the transactions 
herein contemplated and the fulfillment of the terms hereof and the 
compliance by the Borrowers with all of the terms and conditions of this 
Amendment and the other documents herein provided will not result in any 
breach of any of the terms, conditions or provisions of, or constitute a 
default under, or violate, any indenture, bank loan, credit agreement or 
other agreement or instrument, or existing law or judgment, to which either 
or both of the Borrowers is a party or by which they or any of their assets 
is bound, nor will it result in the creation of any Encumbrance upon any of 
their properties or assets pursuant to the provisions of any such indenture, 
bank loan, credit agreement or other agreement or instrument, nor are any of 
the Borrowers prohibited by their articles of incorporation, by-laws or any 
indenture or other agreement, nor does it require any approval or consent of 
any Person that has not otherwise been obtained as of the date hereof; and 
that this Amendment and each additional instrument and document required 
hereunder when executed and delivered by the Borrowers will constitute the 
legal, valid and binding obligation of the Borrowers enforceable against them 
in accordance with its terms.

                  2.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All 
warranties and representations herein shall survive the execution of this 
Amendment and the consummation of the transactions contemplated herein.

                  3.       CONDITIONS PRECEDENT.

                           3.1 The provisions of Section 1 hereof shall not 
become effective until the Borrowers comply with each of the following 
conditions precedent to the satisfaction of the Bank in its sole and absolute 
discretion:

                                3.1.1 Delivery to the Bank of a certificate 
of a senior executive officer of each Borrower acceptable to the Bank in 
substance and form satisfactory to the Bank (including, without limitation, 
certification by such officer of each Borrower that attached thereto is a 
true and correct complete copy of resolutions of the Board of Directors or 
the Executive Committee thereof (and if applicable, the shareholders) of such 
Borrower approving and authorizing the execution, delivery and performance of 
this Amendment and the other documents and transactions contemplated herein;

                                3.1.2 Delivery to the Bank of Amendment No.1 
to the Second Amended and Restated Promissory Note in the form attached as 
Exhibit "A";


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                                3.1.3 The Borrowers shall have complied and 
then be in compliance with all terms, covenants and conditions of the Loan 
Agreement.

                  4.       LOAN FEE.

                  The Borrowers will pay a loan fee on May 16, 1999 equal to 
$75,000 (the "Additional Loan Fee"); provided, however, in the event that the 
Bank sells by May 15, 1999 to another bank or banks participation interests 
in an amount and on terms satisfactory to the Bank, the Bank will waive the 
Additional Loan Fee. In the event that the Bank, in its sole and absolute 
discretion, increases the amount of the Commitment at any time after May 15, 
1999, the Additional Loan Fee actually paid by the Borrowers to the Bank will 
be credited against any additional fees charged by the Bank in connection 
with such increased Commitment.

                  5.       MISCELLANEOUS.

                           5.1 All references in the Loan Agreement and in 
any other Loan Document to the "Loan Agreement," "this Agreement," the "Note" 
and/or "Loan Documents" (or words of similar import) shall be deemed a 
reference to the Loan Agreement as amended by this Amendment and/or shall 
include the Amendment to the Note to be executed by the Borrowers pursuant to 
Section 3.1.2 hereof, as the case may be.

                           5.2 Except as expressly modified, amended or 
restated by this Amendment, all of the terms and conditions of the Loan 
Agreement, as so modified or amended and the additional Loan Documents shall 
remain in full force and effect.

                           5.3 This Amendment may be executed in one or more 
counterparts, each of which shall constitute an original Amendment, but all 
of which together shall constitute one and the same instrument.

                           5.4 This Amendment and the other documents 
referred to herein are intended by the Borrowers and the Bank to be the 
final, complete and exclusive expression of the agreement between them. This 
Amendment supersedes any and all prior oral or written agreements relating to 
the subject matter hereof.

                           5.5 Whether or not the transactions contemplated 
herein shall be consummated, the Borrowers jointly and severally agree to pay 
all costs incurred by or on behalf of the Bank in connection with the 
transactions hereby contemplated (including, without limitation, the 
performance of any due diligence by the Bank) and the preparation, 
negotiation, execution, delivery, waiver, Modification and/or administration 
of this Amendment, the Note and any other documentation contemplated hereby 
or thereby, the making of additional Advances and/or the enforcement or 
protection of the rights of the Bank in connection therewith, including, 
without limitation, any internally allocated audit costs and the fees and 
disbursements of Mitchell, Silberberg & Knupp LLP, counsel to the Bank.


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



                                       IMPERIAL BANK,
                                       a California banking corporation


                                       By:  /S/ PATRICK JACK LEE 
                                            ---------------------------------
                                            Patrick Jack Lee, Vice President



                                       UNAPIX ENTERTAINMENT, INC.,
                                       a Delaware corporation


                                       By:  /S/ DANIEL T. MURPHY 
                                            ---------------------------------
                                       Its: TREASURER



                                       MIRAMAR IMAGES, INC.,
                                       a Washington corporation


                                       By:  /S/ DANIEL T. MURPHY 
                                            ---------------------------------
                                       Its: TREASURER


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