OUTPUT DEAL MEMO

This Output Deal Memo is made as of February 8, 1996, between
LIVE International of 15400 Sherman Way, Van Nuys, California
91410 U.S.A, Telephone: 1-818-778-3203, Fax: 1-818-778-3188 or
its designated offshore company or other designee ("Licensor"),
and Pioneer LDC, Inc. ("Distributor") of 20-6, Ebisuminami
l-Chome, Shibuya-ku, Tokyo 150 Japan, Telephone: 81-3-5721-6991,
Fax: 81-3-5721-9881.

A.   Pictures
     All feature-length motion pictures which Licensor or its
     Affiliate shall cause to be released theatrically in the
     U.S.A. and for which Licensor or its affiliate owns or
     controls the Rights in the Territory during the License
     Period.

     1.   Where Licensor or any Affiliate (any company 25% or
          more controlled by either LIVE Entertainment or a 50%
          or more subsidiary of LIVE Entertainment) owns or
          controls the Rights in the Territory.
     2.   Produced, co-produced, financed, co-financed, or
          acquired before or during the Output Term.
     3.   Provided that principal photography commences prior to
          the end of the Output Term.
     4.   Not to include Pictures licensed in the Territory prior
          to the effective date of the Agreement, including
          Pictures licensed to Distributor or its affiliates.
     5.   In addition, Licensor shall have the right, but not the
          obligation, to include Pictures having a Final
          Production Budget of less than S3 million, provided
          that Distributor will not be required to accept more
          than three (3) such Pictures during each year of the
          Output Term.  The process of selecting the three (3)
          Pictures will be subject to good faith mutual
          agreement.

     Licensor will use good faith efforts to acquire the Rights
     in the Territory, where they are available.
     
B.   Output Term
     The Output Term shall commence on the date of the execution
     of the Output Deal Memo and end on December 31, 1998.

C.   Territory
     The Territory shall mean Japan, and its presently existing
     territories and possessions.
     
D.   Authorized Language
     Dubbed and Subtitled in Japanese.

E.   License Period
     The License Period for each Licensed Right for each Picture
     subject to the Agreement starts on the date of the execution
     of the long form Agreement and ends ten (10) years after
     Licensor's Delivery to Distributor. If Distributor has not
     recouped the Guarantee of a particular Picture in full on or
     before the end of the License Period with respect to such
     Picture, then the License Period of such Picture shall
     automatically, and without any further notice required, be
     extended for an additional period of two (2) years ("License
     Period Extension") starting immediately following the
     expiration of the original ten (10) year License Period.

F.   Rights
     Licensors shall grant to Distributor the following Rights in
     and to each Picture:
     1.   Cinematic Rights:   Theatrical, NonTheatrical, Public Video
     2.   Ancillary Rights:   Hotel
     3.   Video Rights        Home Video Rental, Home Video
                              SellThru, Commercial Video in Cassette, Disc, 
                              and Cornpact Disc formats
     4.   Pay TV Rights:      Terrestrial Pay TV, Cable Pay TV,
                              Satellite Pay TV
     5.   Free TV Rights:     Terrestrial Free TV, Cable Free TV,
                              Satellite Free TV

G.   Guarantee
     The "Applicable Percentage" calculated on the lessor of
     either (i) the actual negative cost of each  Picture, or (ii) the
     Final Production Budget of each Picture, plus an amount not to
     exceed ten percent  (10%) thereof if and to the extent of any
     enhancements to the Final Production Budget.  The "Applicable 
     Percentage" shall be ten percent (10%). 

     The "Final Production Budget" means the sum of all items of
     Negative Cost included in the final production budget
     approved by Licensor or its Affiliate and The "Negative Cost"
     means the sum  aggregate of all costs, charges and expenses
     accepted by Licensor or its Affiliate as part of the costs of    
     production of the Picture including each of the following:

     1.   All direct costs of production (preparation,
          development, pre-production, principal
          photography, post-production, completion and delivery)
          of the Picture, including all budget
          items customarily categorized as "above-the-line" and
          "below-the-line," costs, including the
          acquisition of literary, dramatic and/or musical
          material;

     2.   Included in item 1. above will also be charges
          established pursuant to Licensor or its
          Affiliate's then-current price schedule for materials,
          equipment, facilities, personnel or services
          of Licensor or its Affiliate furnished in connection
          with the Picture;

     3.   Costs of completion, daily takes, all risks to the
          negative and other insurance including errors
          and omissions, production package insurance and
          completion guarantee (including the
          premium which would have been paid therefore if and to
          the extent Licensor or its Affiliate
          elects to self-insure any items of risk in connection
          with the Picture};

     4.   All deferments, bonuses, "puts" and participations
          (howsoever defined) measured by or due
          upon the attainment of Gross Receipts realized prior to
          "Break-even" shall be included when
          fixed;

     5.   All financing charges payable to a bank, financial
          institution or other lender providing
          production financing, including points, interest, legal
          fees and costs (including the cost which
          would have been paid therefore if and to the extent
          Licensor or its Affiliate elects to self-
          finance the production of the Picture);

     6.   Legal, accounting and production auditing costs in
          connection with the Picture;

     7.   The costs of making all Delivery Materials and their
          Delivery to Licensor or its Affiliate in the
          manner specified in the underlying rights agreement
          between Licensor or its Affiliate and the
          producer or licensor of the Picture;

     8.   A contingency of ten percent {10%) of direct costs but
          such amount shall be included in the
          actual negative cost of the Picture only if and to the
          extent expended in connection with the
          production of the Picture,

     9.   An overhead charge of seven and five-tenths percent
          (7.5%) of direct costs accruing as and
          when each item of direct negative costs is charged.

     The Guarantee is a minimum net amount from which there may
     be no offsets or deductions of any sort,

     except for any applicable withholding taxes required by Law;
     provided, if there should be any such deductions therefrom
     Distributor shall promptly furnish to Licensor or its Affiliate
     all relevant documents evidencing Distributor's payment of such
     taxes and as necessary for Licensor or its Affiliate to claim the
     proper deduction therefor from its U.S. income taxes.

H.   Payment Terms of the Guarantee (all by wire transfer)
     Distributor will pay the Guarantee of each Picture due to
     Licensor as follows:
     1.   20% on Licensor's written Notification to Distributor
          of the Start of Principal Photography of each Picture.
     2.   80% on Licensor's Delivery to Distributor of each Picture.

I.   Cross-Collateralization  
     There will be no cross-collaterization amongst Pictures. The
     Recoupable Distribution Costs and Gross Receipts applicable
     to any particular Picture will be cross-collateralized only as
     permitted under Section J.

J.   Disposition of Gross Receipts

     1.   Cinematic and Ancillary Costs-Off Deal
          Distributor will make continuing payments and
          recoupments in the following order of priority
          from the Gross Receipts for all Cinematic Licensed
          Rights and all Ancillary Licensed Rights
          of each Picture.

          a.   Recoupment of Recoupable Distribution Costs
               100% of Cinematic and Ancillary Gross Receipts to
               Distributor to recoup Recoupable Cinematic and Ancillary 
               Distribution Costs, including fees paid by
               Distributor to Non-Affiliated Theatrical
               Subdistributors, not to exceed 20% thereof.
               (First, Distributor may use all of Cinematic and
               Ancillary Gross Receipts to recoup
               the Recoupable Cinematic and Ancillary
               Distribution Costs which for purposes of
               this paragraph and all it subclauses shall be
               deemed to include all fees paid by
               Distributor to Non-Affiliated Theatrical
               Subdistributors, not to exceed 20%.)

          b.   Recoupment of the Guarantee
               100% of the remaining Cinematic and Ancillary
               Gross Receipts to Distributor to
               recoup the Guarantee. (Next, Distributor may use all of 
               the remaining Cinematic and Ancillary Gross
               Receipts to recoup the Guarantee.)

          c.   Sharing After Recoupment of the Guarantee
               60% of remaining Cinematic and Ancillary Gross
               Receipts to Licensor. 40% of remaining Cinematic and 
               Ancillary Gross Receipts to Distributor.
               (Next, Distributor will pay to Licensor, and may
               retain for itself, the indicated
               percentages of its Cinematic and Ancillary Gross
               Receipts left after recoupment of the Guarantee.)

          d.   If and to the extent the Recoupable Cinematic and
               Ancillary Distribution Costs and/or the Guarantee are not 
               recouped as indicated above, then the amount of the
               deficit shall be referred to hereinbelow as the
               "Shortfall" which shall be recoupable
               from Licensor's share of the Home Video Gross
               Receipts, Commercial Video Gross Receipts, Pay TV Gross 
               Receipts and/or Free TV Gross Receipts in the manner
               provided below. No interest shall accrue on the Shortfall.

2.   Video Royalty Deal
     Distributor will make the following continuing payments and
     recoupments in the following order of priority from the Gross Receipts 
     derived for the Video Licensed Rights designated below.

     a.   Licensor's Royalty
          30% of Home Video Rental Gross Receipts and Commercial
          Video Gross Receipts to Licensor until Distributor has achieved net 
          rental sales of 35,000 units. Thereafter, 35% of Home Video Rental 
          Gross Receipts and Commercial Video Gross Receipts to Licensor.
          20% of Home Video SellThru Gross Receipts to Licensor.
          (Distributor will pay to Licensor as a royalty the indicated 
          percentage of 100% of the Gross Receipts from exploitation 
          of the indicated Video Licensed Right. All remaining Gross Receipts 
          for such Video Licensed Right will be for the account of
          Distributor, subject to the provisions below. All Video Distribution 
          Costs will be recouped by Distributor solely from Distributor's share
          of Video Gross Receipts.)

     b.   Recoupment of Shortfall (if any)
          100% of Shortfall recouped by Distributor;
          (First Distributor may recoup from Licensor's royalties the 
          Shortfall, if any.)

     c.   Licensor's Royalty After Recoupment of the Shortfall (if any)
          30% of Home Video Rental Gross Receipts and Commercial Video Gross 
          Receipts to Licensor until Distributor has achieved net rental sales 
          of 35,000 units. Thereafter, 35% of Home Video Rental Gross Receipts 
          and Commercial Video Gross Receipts to Licensor.  20% of remaining 
          Home Video SellThru Gross Receipts to Licensor. (Next Distributor 
          will pay the aforesaid royalties to Licensor after recoupment of the
          Shortfall, if any.)

     d.   Additional Video Deal Terms
          Distributor and Licensor agree to negotiate and mutually agree upon 
          the minimum and maximum pricing terms for Video Rental and Sell-Thru 
          prior to the Video Release(s). Distributor and Licensor agree to a 
          Free Goods Limit of not more than three percent (3%) for Rental Units 
          and three percent (3%) for SellThru Units. Distabutor and Licensor 
          agree to a six (6) month Sell-Off Period.

3.   Pay TV & Free TV Deal    
     Distributor will make continuing payments and recoupments in
     the following order of priority from the Gross Receipts for all Pay TV 
     Licensed Rights and all Free TV Licensed Rights.

     a.   Sharing Until Recoupment of the Shortfall (if any)
          75% of remaining Pay TV and Free TV Gross Receipts to Licensor until 
          100% of applicable Shortfall, if any, is recouped.
          25% of remaining Pay TV and Free TV Gross Receipts to Distributor 
          until 100% of applicable Shortfall, if any, is recouped.
          (First Distributor will credit to Licensor, and retain for itself, 
          the indicated percentage of the Pay TV and Free TV Gross Receipts 
          until the Shortfall, if any, is recouped. The Shortfall will be 
          recouped from payments otherwise due Licensor for the Pay TV
          and Free TV Licensed Rights.)

     b.   Sharing After Recoupment of the Shortfall (if any)     
          75% of remaining Pay TV and Free TV Gross Receipts to Licensor.
          25% of remaining Pay TV and Free TV Gross Receipts to Distributor.
          (Next Distributor will pay to Licensor, and may retain for itself, 
          the indicated percentages of its Pay TV and Free TV Gross Receipts
          left after recoupment of the Shortfall, if any.)

K    Delivery  
     The following items will be available for delivery per Paragraph 11 of 
     the Standard Terms.
     1.   Feature Internegative - 35 mm
     2.   Feature Optical Sound - 35 mm
     3.   Feature M&E Track - 35 mm
     4.   Feature Textless Titles - 35 mm
     5.   Trailer Internegative - 35 mm
     6.   Trailer Optical Sound - 35 mm
     7.   Trailer M&E Track - 35 mm
     8.   Trailer Textless Titles - 35 mm
     9.   D-2 NTSC Tape Master
     10.  Black & White Still Photo Negative of the International Billing Block

L.   Gross Receipts (as excerpted from the "Wagons East" Agreement)
     1.   Gross Receipts: Gross Receipts shall be calculated on a cash 
          basis as received by Distributor.

     2.   Gross Receipts - Defined:  Gross Receipts means the sum on a 
          continuous basis of the following amounts derived with respect to 
          each and every Licensed Right:
          a.   All monies or other consideration of any kind (including all 
               amounts from advances, guarantees, security deposits, awards, 
               subsidies, and other allowances) received by, used by or 
               credited to Distributor or any Distributor Affiliates or any 
               approved subdistributors or agents from the license, sale,
               lease, rental, lending, barter, distribution, diffusion, 
               exhibition, performance, exercise or other exploitation of each
               Licensed Right in the Picture, all without any deductions; and
          b.   All monies or other consideration of any kind received by, used 
               by or credited to Distributor or any Distributor Affiliates or 
               any approved subdistributors or agents as recoveries for the 
               infringement of any Licensed Right in the Picture; and
          c.   All monies or other consideration of any kind received by, used 
               by or credited to Distributor or any Distributor Affiliates or 
               any approved subdistributors or agents from any authorized 
               dealing in trailers, posters, copies, stills, excerpts, 
               advertising accessories or other materials used in connection
               with the exploitation of any Licensed Right in the Picture or 
               contained on Videograms embodying the Picture.
     3.   Gross Receipts Calculated at Source:   No Distributor Affiliates or 
          any subdistributors or agents may deduct any fee from Gross Receipts 
          in calculating all amounts due Licensor. For the purpose of 
          determining Licensor's share of Gross Receipts, all Gross Receipts 
          must be calculated at "source". This means that Gross Receipts
          derived from the exploitation of any the following Licensed Rights 
          must be calculated at the following levels: (i) for any Theatrical
          Licensed Right, at the level at which payments are remitted by 
          theaters; (ii) for any NonTheatrical or Ancillary Licensed Right, at 
          the level at which payments are remitted by hotels or other entities 
          that exhibit or make the Picture available directly to their patrons 
          or customers, (iii) for any Home Video Licensed Right, at Wholesale 
          Level or Direct Consumer Level as applicable calculated on 100% of 
          gross sales net of actual returns and rebates; (iv) for any 
          Commercial Video or Public Video Licensed Right at the level at
          which payments are remitted by local exhibitors of the Picture; 
          and (vi) for any Television Licensed Right, at the level at which 
          payments are remitted by terrestrial stations, cable systems, 
          satellite telecasters or telephone systems that broadcast,  
          cablecast or transmit the Picture.

     4    Wholesale Level: The Wholesale Level means the level of Videogram 
          distribution from which Videograms are shipped directly to retailers 
          for ultimate sale or rental to the paying public. The Wholesale 
          Level may include intermediate distribution levels between the 
          manufacturer and the retailer, such as rack jobbers and the like, 
          if such distribution is performed by a Distributor Affiliate, or if 
          Distributor participates in the profits from such intermediate 
          distribution, but then only to the extent of such participation.

     5.   Direct Consumer Level:  The Direct Consumer Level means the level of 
          Videogram distribution at which Videograms are sold or rented 
          directly to the paying public. The "Direct Consumer Level" includes 
          the sale or rental of Videograms by means of retail outlets, mail
          order, video clubs, and similar methods. Where Commercial Video or 
          Public Video rights are licensed, the Direct Consumer Level also 
          includes the authorized public performance, exhibition, or diffusion 
          of Videograms in accordance with the such Licensed Right. Distributor 
          will not be deemed to be engaged in distribution at the Direct 
          Consumer Level unless such distribution is performed by a Distributor
          Affiliate, or unless Distributor participates in the profits from such
          distribution, and then only to the extent of such participation.

     6.   Royalty Income:  All amounts collected by any collecting society, 
          authors' rights organization, performing rights society or 
          governmental agency that are payable to authors, producers, 
          performers or other Persons and that arise from royalties, compulsory 
          licenses, cable retransmission income, music performance royalties, 
          tax rebates, exhibition surcharges, levies on blank Videograms or 
          hardware, rental or lending royalties, or the like, will as between 
          Licensor and Distributor be the sole property of Licensor and will not
          be included in or credited to any Gross Receipts. Licensor has the 
          sole right to apply for and collect all these amounts. If any of them 
          are paid to Distributor then Distributor will receive them as 
          Licensor's agent and will immediately remit them to Licensor with an 
          appropriate statement identifying the payment.

     7.   Rebates and Subsidies:  The following amounts, if received by used by 
          or credited to Distributor, any Distributor Affiliate or any 
          approved subdistributor or agent with respect to any exploitation of 
          the Cinematic & Ancillary Rights to a Picture, will not be included 
          in Cinematic & Ancillary Gross Receipts for that Picture but will be 
          used to reduce Cinematic & Ancillary Recoupable Distribution Costs: 
          (i) print, publicity and similar subsidies for the cost of releasing, 
          advertising or publicizing the Picture; (ii) income from publicity 
          tie-ins; or (iii) freight, print, trailer, advertising and other cost 
          recoveries, rebates, refunds or discounts from exhibitors, approved 
          subdistributors or other Persons.

M.    Statements - When Rendered (as excerpted from the "Wagons East" 
      Agreement) During the Agreement Term and as long thereafter as Gross
      Receipts are derived by distributor from the Picture, Distributor will 
      render statements with respect to each calendar quarter, or other 
      quarterly accounting periods as Licensor may designate in writing,
      provided that Distributor shall provide Licensor with monthly 
      statements regarding estimated box office receipts during the period 
      of the Theatrical Release of the Picture. Each statement must be 
      delivered to Licensor within three (3) months after the end of the 
      period for which it is rendered, provided that the monthly statements
      regarding estimated box office receipts must be delivered to Licensor 
      within two (2) weeks after the end  of the period for which it is 
      rendered. Each statement must be accompanied by payment or' all monies   
      then due Licensor. The timely and complete rendition of accounting 
      statements together with al} monies due Licensor thereunder is the 
      essence of this Agreement.

N.   Additional Deal Term (as excerpted from the "Wagons East' Agreement)     
     With respect to exploitation of Satellite Pay and Free TV Rights, 
     Distributor will only make a down link broadcast of a copy of the 
     Picture to satellite reception dishes in the Territory if such signal 
     is encoded and capable of viewing only through use of a decoding device.
     
O.   Other Terms    
     All defined terms not defined in this Summary, as well as the other 
     standard terms and conditions of the Agreement, will be subject to good 
     faith negotiation between the parties. The parties will use their
     best efforts to incorporate the terms previously negotiated in the 
     "Wagons East" agreement if and to the extent such terms do not expressly 
     or by necessary implication conflict with the terms and conditions 
     contained in this Output Deal Memo.

IN WITNESS WHEREOF, Licensor and Distributor have executed this
Output Deal Memo as of the date first written above to constitute
a binding contract between them.


Licensor                                     Distributor
 LIVE INTERNATIONAL or its Designee          PIONEER LDC, IN



By: ___________________________              By:__________________________
     An Authorized Signatory                 An Authorized Signatory