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EXHIBIT 10.1  


AMENDMENT NUMBER EIGHT TO

LOAN AND SECURITY AGREEMENT  


        THIS AMENDMENT NUMBER EIGHT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), is effective as of
December 31, 2002, between FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), with a place of business located at 2450 Colorado
Avenue, Suite 3000 West, Santa Monica, California 90404, and IMAGE ENTERTAINMENT, INC., a California corporation ("Borrower"), with its chief
executive office located at 9333 Oso Avenue, Chatsworth, California 91311, with reference to the following facts: 



        WHEREAS, Borrower has requested that Foothill amend that certain Loan and Security Agreement dated as of December 28, 1998 (as
amended, restated, supplemented or otherwise modified from time to time, the "Agreement"), between Foothill and Borrower as set forth herein; and 


        WHEREAS, Foothill is willing to so amend the Agreement in accordance with the terms and conditions hereof. 


        NOW, THEREFORE, in consideration of the above recitals and the mutual promises contained herein, Foothill and Borrower hereby agree as
follows: 


SECTION 1. DEFINED TERMS.  


        Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 


SECTION 2. AMENDMENTS TO THE AGREEMENT.  



        (a)  Section 1  of the Agreement is hereby amended by adding the following definition in alphabetical
order: 



        "Eighth Amendment Fee" has the meaning set forth in Section 2.10(h). 




        (b)  Section 2.10 of the Loan Agreement is hereby amended by deleting the word "and" at the end of clause (f),
by deleting the period at the end of clause (g) and replacing it with ", and", and by adding the following new clause (h): 



        "(h)
Eighth Amendment Fee. An amendment fee in the amount of $7,000 (the "Eighth Amendment
Fee"), which amendment fee shall be fully earned and non-refundable as of December 31, 2002, and shall be charged to Borrower's Loan Account as of such
date." 




        (c)  Section 6.12 of the Agreement is hereby amended and restated in its entirety as follows: 



        "6.12
Financial Covenants. 




        (a)  Tangible Net Worth.    Borrower shall maintain Tangible Net Worth, measured on a fiscal quarter-end
basis, of (i) not less than the amount indicated below with respect to the fiscal quarter-end dates indicated below plus
(ii) seventy percent (70%), on an aggregate cumulative basis, of the net offering proceeds received by Borrower from the primary issuance of its equity securities or from the 







issuance of rights, options, warrants, or convertible or exchangeable securities containing the right to subscribe for or purchase shares of Borrower's equity securities: 



	12/31/02	 	$	20,943,000
	03/31/03	 	$	21,805,000
	06/30/03	 	$	21,972,000
	09/30/03	 	$	22,907,000
	12/31/03	 	$	25,066,000
	03/31/04	 	$	26,205,000
	06/30/04	 	$	27,639,000
	09/30/04	 	$	28,574,000
	for the quarter ending 12/31/04 and each quarter thereafter	 	$	30,746,000






        (b)  EBITDA.    Borrower shall maintain EBITDA, measured on a fiscal quarter-end basis, of not less than
the amount indicated below with respect to the fiscal quarter-end dates indicated below: 



	for the immediately preceding three-month period ending 12/31/02	 	$	1,613,000
	

for the immediately preceding three-month period ending 03/31/03	
 	
$	

1,163,000
	

For the immediately preceding three-month period ending 06/30/03	
 	
$	

634,000
	

for the immediately preceding three-month period ending 09/30/03	
 	
$	

1,057,000
	

for the immediately preceding three-month period ending 12/31/03	
 	
$	

2,363,000
	

for the immediately preceding three-month period ending 03/31/04	
 	
$	

1,887,000
	

for the immediately preceding three-month period ending 06/30/04	
 	
$	

912,000
	

for the immediately preceding three-month period ending 09/30/04	
 	
$	

1,271,000
	

for the immediately preceding three-month period ending 12/31/04 and each trailing three-month period thereafter	
 	
$	

2,886,000






SECTION 3. REPRESENTATIONS AND WARRANTIES.  


        Borrower hereby represents and warrants to Foothill that (a) the execution, delivery, and performance of this Amendment and of the Agreement, as amended by
this Amendment, are within its corporate powers, have been duly authorized by all necessary corporate action, and are not in contravention of any law, rule, or regulation, or any order, judgment,
decree, writ, injunction, or award of any arbitrator, court, or governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or by which
any of its properties may be bound or affected, and (b) this Amendment and the Agreement, as amended by this Amendment, constitute Borrower's legal, valid, and binding obligation, enforceable
against Borrower in accordance with its terms. 


SECTION 4. CONDITIONS PRECEDENT TO AMENDMENT.  


        The satisfaction of each of the following, unless waived or deferred by Foothill in its sole discretion, shall constitute conditions precedent to the
effectiveness of this Amendment: 



        (a)  The
representations and warranties in this Amendment, the Agreement as amended by this Amendment, and the other Loan Documents shall be true and correct in all respects
on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date); 


        (b)  No
Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date
hereof, nor shall result from the consummation of the transactions contemplated herein; 










        (c)  No
injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall
have been issued and remain in force by any governmental authority against Borrower or Foothill; 


        (d)  All
other documents, agreements, instruments, and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered or executed
or recorded and shall be in form and substance satisfactory to Foothill and its counsel; 



        (e)  Foothill
shall have received the Eighth Amendment Fee in full in immediately available funds, which Eighth Amendment Fee shall be paid by Borrower to Foothill by being
charged to Borrower's Loan Account as of December 31, 2002; and 


        (f)    Foothill
shall have received the reaffirmation and consent attached hereto as Exhibit A, duly executed and
delivered by an authorized officer of Guarantor, and the same shall be in full force and effect. 




SECTION 5. FURTHER ASSURANCES.  


        Borrower shall execute and deliver all agreements, documents, and instruments, in form and substance satisfactory to Foothill, and take all actions as Foothill
may reasonably request from time to time fully to consummate the transactions contemplated under this Amendment and the Agreement, as amended by this Amendment. 


SECTION 6. MISCELLANEOUS.  



        (a)  Upon
the effectiveness of this Amendment, each reference in the Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like import referring to the
Agreement shall mean and refer to the Agreement as amended by this Amendment. 


        (b)  Upon
the effectiveness of this Amendment, each reference in the Loan Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or words of like import
referring to the Agreement shall mean and refer to the Agreement as amended by this Amendment. 


        (c)  This
Amendment shall be governed by and construed in accordance with the laws of the State of California. 


        (d)  This
Amendment can only be amended by a writing signed by both Foothill and Borrower. 


        (e)  This
Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be
deemed to be an original, and all of which, when taken together, shall constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by telefacsimile shall be
equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by telefacsimile also shall deliver an original
executed counterpart of this Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment. 


        (f)    This
Amendment reflects the entire understanding of the parties with respect to the transactions contemplated hereby and shall not be contradicted or qualified by any
other agreement, oral or written, before the date hereof. 







        IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above. 



	 	 	IMAGE ENTERTAINMENT, INC.,

a California corporation
	 	 	 	 
	 	 	 	 
	 	 	By	/s/  JEFF M. FRAMER      

	 	 	Title:	Chief Financial Officer
	 	 	 	 
	 	 	 	 
	 	 	FOOTHILL CAPITAL CORPORATION,

a California corporation
	 	 	 	 
	 	 	 	 
	 	 	By	/s/  TRENT SMART      

	 	 	Title:	Vice President







 
 

Exhibit A    
    
    REAFFIRMATION AND CONSENT    
    
    Dated as of December 31, 2002    



        Reference
is made hereby to that certain Amendment Number Eight to Loan and Security Agreement, dated as of the date hereof (the "Amendment"), between Image Entertainment, Inc., a
California corporation ("Borrower") and Foothill Capital Corporation, a California corporation ("Foothill"). Capitalized terms used herein shall have the meanings ascribed to them in that certain Loan
and Security Agreement, dated as of December 28, 1998 (as amended, supplemented, or otherwise modified from time to time, the "Agreement"), between Borrower and Foothill. The undersigned hereby
(a) represents and warrants to Foothill that the execution, delivery, and performance of this Reaffirmation and Consent ("Reaffirmation") are within its corporate powers, have been duly
authorized by all necessary corporate action, and are not in contravention of any law, rule, or regulation, or any order, judgment, decree, writ, injunction, or award of any arbitrator, court, or
governmental authority, or of the terms of its charter or bylaws, or of any contract or undertaking to which it is a party or by which any of its properties may be bound or affected;
(b) consents to the amendment of the Agreement by the Amendment; (c) acknowledges and reaffirms all its obligations owing to Foothill under the Guaranty and each other Loan Document to
which it is a party; and (d) agrees that each Loan Document to which it is a party is and shall remain in full force and effect. Although the undersigned has been informed of the matters set
forth herein and has acknowledged and agreed to same, it understands that Foothill shall have no obligation to inform it of such matters in the future or to seek its acknowledgement or agreement to
future amendments or modifications, and nothing herein shall create such a duty. 


        IN
WITNESS WHEREOF, the undersigned has executed this Reaffirmation as of the date first set forth above. 



	 	 	DVD PLANET.COM, INC.,

a California corporation
	 	 	 	 
	 	 	 	 
	 	 	By	/s/  JEFF M. FRAMER      

	 	 	Title:	Chief Financial Officer











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Exhibit A REAFFIRMATION AND CONSENT Dated as of December 31, 2002