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                                                                    EXHIBIT 10.2

June 28, 2002

Liberty Livewire Corporation
520 Broadway
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
("Borrower") and Liberty Media Corporation ( "Subordinated Creditor"), 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.

        By its signature below, Borrower hereby represents that there is no
Event of Default that has occurred and is continuing under the Heller Debt
Agreements, and that this letter agreement does not modify any of the
obligations of Borrower or any of the rights and remedies of Heller under the
Heller Debt Agreements. Heller's agreements set forth in the next paragraph are
predicated upon the representations and warranties contained in this paragraph.

        Heller hereby (I) agrees that, notwithstanding the provisions of the
Subordination Agreement, Borrower shall be permitted to repay the next
additional $25,000,000 of principal of debt under the Credit Agreement, dated as
of December 22, 2000 (the "Liberty Credit Agreement"), between Borrower and
Subordinated Creditor prior to the Heller Senior Obligations having been
indefeasibly paid in full in cash, (II) consents to the amendment of Section 8
of the Liberty Credit Agreement solely to modify the conversion rights set forth
therein with respect to such additional $25,000,000 of debt, and (III) consents
to the departure by Liberty Media and Borrower 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) and the lenders signatory thereto in the
letter agreement, dated as of June 28, 2002, among the Administrative Agent,
such lenders, Borrower, and Subordinated Creditor solely to the extent necessary
for I and II above.

        This letter agreement shall not be construed as an amendment or novation
of any of the Heller Debt Agreements.

        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


Acknowledged and Agreed:

LIBERTY LIVEWIRE CORPORATION

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

LIBERTY MEDIA CORPORATION

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


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