1988 STOCK OPTION AND STOCK APPRECIATION RIGHTS PLAN, AS AMENDED,
                        OF LIVE ENTERTAINMENT INC.
 (As Amended through February 7, 1996 [Subject to Stockholder Approval])
(Amounts Adjusted to Reflect December 1994 One-For-Five Reverse Stock Split)

1.   Purpose.

     The purpose of this 1988 Stock Option and Stock Appreciation
Rights Plan, as amended (the "Plan") of LIVE Entertainment Inc.,
a Delaware corporation (the "Company"), is to secure for the
Company and its stockholders the benefits arising from stock
ownership and participation in stock appreciation by selected key
employees of the Company or its subsidiaries, directors,
consultants or other persons ("Participants") as an independent
committee of the Company's Board  of Directors (the "Board") may
from time to time determine.  The Plan will provide a means
whereby (i) such employees may purchase shares of the Common
Stock of the Company pursuant to options that will qualify as
"incentive stock options" under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), (ii) such
employees, directors, consultants or other persons, may purchase
shares of the Common Stock of the Company pursuant to "non-
qualified stock options" and (iii) such employees, directors,
consultants or other persons may acquire the right to participate
in the appreciation of the Common Stock of the Company pursuant
to "stock appreciation rights."  Incentive stock options and non-
qualified stock options are sometimes referred to collectively as
"options."

2.   Administration.

     2.1  The Plan shall be administered by a committee (the
"Committee") consisting of at least two directors, each of whom
is a "disinterested person" as that term is defined in Rule 16B-
3(c)(2) of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").  Any
action of the Committee with respect to administration of the
Plan shall be taken by a majority vote or written consent of its
members.

     2.2  Subject to the provisions of the Plan, the Committee
shall have authority (i) to construe and interpret the Plan, (ii)
to define the terms used therein, (iii) to prescribe, amend and
rescind rules and regulations relating to the Plan, (iv) to
determine the individuals to whom and the time or times at which
options or stock appreciation rights shall be granted, whether
any options granted will be incentive stock options or non-
qualified stock options, the number of shares to be subject to
each option or stock appreciation right, the exercise price of an
option or the Initial Value of a stock appreciation right, the
number of installments, if any, in which each option or stock
appreciation right may be exercised, and the duration of each
option or stock appreciation right, (v) to approve and determine
the duration of leaves of absence which may be granted to
Participants without constituting a termination of their
employment for the purposes of the Plan, and (vi) to make all
other determinations necessary or advisable for the
administration of the Plan.  All determinations and
interpretations made by the Committee shall be binding and
conclusive on all Participants in the Plan and their legal
representatives and beneficiaries.  The Committee may delegate
some or all of its power and authority to the Chief Executive
Officer of the Company or the other executive officer, as the
Committee deems appropriate; provided, however, that the
Committee may not delegate its authority with regard to any
matter or action affecting any director or officer who is subject
to Section 16 of the Exchange Act.

3.   Shares Subject to the Plan.

     Subject to adjustments as provided in Paragraph 15 hereof,
the shares to be issued under the Plan shall consist of the
Company's authorized but unissued Common Stock.  Subject to
adjustment as provided in Paragraph 15 hereof, the aggregate
number of stock appreciation rights that may be granted under the
Plan shall not exceed 120,000.  The authorized, unissued stock
appreciation rights may be issued as stock options,
notwithstanding anything contained in this paragraph to the
contrary.  If any stock appreciation rights granted under the
Plan should expire or terminate for any reason without having
been exercised in full, the unexercised stock appreciation rights
shall again be available to be granted under the Plan either as
stock appreciation rights or stock options.  The aggregate amount
of stock which may be issued upon exercise of all options under
the Plan shall not exceed 580,000 shares plus the 120,000 shares
if all of the stock appreciation rights that may be granted under
the Plan are issued as stock options, for a total of 700,000
shares.  If any option granted under the Plan shall expire or
terminate for any reason without having been exercised in full,
the unpurchased shares subject thereto shall again be available
for options to be granted under the Plan.

4.   Eligibility and Participation.

     4.1  All regular salaried employees of the Company or any
subsidiary corporation (as defined in Section 425(f) of the Code)
shall be eligible to receive incentive stock options, non-
qualified stock options and stock appreciation rights.  directors
of the Company or any subsidiary corporation, consultants and
other persons who are not regular salaried employees of the
Company or any subsidiary corporation are not eligible to receive
incentive stock options, but are eligible to receive non-
qualified stock options and stock appreciation rights.

     4.2  No incentive stock options may be granted to any
employee, at the time the incentive stock option is granted, owns
shares possessing more than ten percent of the total combined
voting power of all classes of stock of the Company (or of its
subsidiary corporations as defined in Section 425(f) of the
Code), unless the exercise price of such incentive stock option
is at least one hundred ten percent of the fair market value of
the stock subject to the incentive stock option determining fair
market value as of the date each respective option is granted in
accordance with Paragraph 8 hereof, and such incentive stock
option by its terms is not exercisable after the expiration of
five years from the date such incentive stock option is granted.

     4.3  The aggregate fair market value of the Common Stock for
which incentive stock options granted to any one employee under
this Plan or any other incentive stock option plan of the Company
may by their terms first become exercisable during any calendar
year shall not exceed $100,000, determining the fair market value
as of the date each respective option is granted.

     4.4  All options and stock appreciation rights granted under
the Plan shall be granted within ten years from September 20,
1988.

     4.5  Directors who are members of the Committee shall not be
eligible to receive any grants of stock options or stock
appreciation rights granted pursuant to the Committee's
discretion under the Plan.  Such directors shall be granted
options to purchase 1,000 shares of Common Stock per calendar
year at the fair market value of the Common Stock, pursuant to
option grants of equal amount on the first business day following
January 1 of each calendar year.  Each option granted pursuant to
this Paragraph 4.5 shall be fully exercisable on the date of
grant and shall be exercisable for a period of ten years from the
date of grant.

5.   Duration of Options and Stock Appreciation Rights.

     Each option and stock appreciation right and all rights
associated therewith shall expire on such date as the Committee
may determine, but in no event later than ten years from the date
on which the option or stock appreciation right is granted, and
shall be subject to earlier termination as provided herein;
provided, however, that options granted in accordance with
Paragraph 4.5 shall be exercisable for a period of ten years from
the date on which such an option is granted.

6.   Price and Exercise of Options.

     6.1  All options shall be evidenced by a stock option
agreement.  Subject to Paragraph 4.2 and 4.5, the purchase price
of the Common Stock covered by each option shall be determined by
the Committee, but in the case of an incentive stock option shall
not be less than one hundred percent of the fair market value of
such Common Stock on the date the incentive stock option is
granted.  The purchase price of the Common Stock upon exercise of
an option shall be paid in full at the time of exercise (i) in
cash or by certified cashier's check payable to the order of the
Company, (ii) by cancellation of indebtedness owed by the Company
to the Participant, (iii) by delivery of shares of Common Stock
of the Company already owned by, and in the possession of, the
Participant or by authorizing the Company to retain shares of
Common Stock otherwise issuable upon exercise of an option, (iv)
if authorized by the Committee or if specified in the option
being exercised, by a promissory note made by the Participant in
favor of the Company, subject to terms and conditions determined
by the Committee, secured by the Common Stock issuable upon
exercise, and in compliance with applicable law (including,
without limitation, state, corporate and federal requirements),
(v) by any combination thereof or (vi) in such other manner as
the Committee may specify in order to facilitate the exercise of
options by the holders thereof.  Shares of Common Stock used to
satisfy the exercise price of an option shall be valued at their
fair market value determined in accordance with Paragraph 8
hereof.

     6.2  No option granted under this Plan shall be exercisable
if such exercise would involve a violation of any applicable law
or regulation (including, without limitation, federal and state
securities laws and regulations).  Subject to Section 4.5, each
option shall be exercisable in such installments during the
period prior to its expiration date as the Committee shall
determine; provided, however, that unless otherwise determined by
the Committee, if the Participant shall not in any given
installment period purchase all of the shares which the
Participant is entitled to purchase in such installment period,
then such Participant's right to purchase any shares not
purchased in such installment period shall continue until the
expiration date or sooner termination of the Participant's
option.  No option may be exercised for a fraction of a share and
no partial exercise of any option may be for fewer than ten
shares unless fewer than ten shares remain unpurchased.

7.   Terms and Conditions of Stock Appreciation Rights.

     All stock appreciation rights shall be evidenced by a
Certificate of Grant (sometimes referred to herein as the
"Certificate") in such form as the Board or the Committee shall
from time to time approve.  A grant of stock appreciation rights
shall be subject to the following terms and conditions.

     7.1  Each stock appreciation right shall entitle a
Participant to an amount (the "Appreciation") equal to the excess
of the Exercise Value of one share of Common Stock over the
Initial Value of one share of Common Stock.  The Initial Value of
each stock appreciation right shall be specified in the
Certificate of Grant.  The Exercise Value of each stock
appreciation right shall be the fair market value of a share of
Common Stock on the date the stock appreciation right is
exercised, determined as set forth in Paragraph 8.  The total
Appreciation available to a Participant from the exercise of any
stock appreciation right is a method of incentive compensation
for key employees, directors, consultants and other persons and
does not constitute an offering or sale of Common Stock to
anyone.

     7.2  The Appreciation available to a Participant upon
exercise of the Participant's stock appreciation rights shall be
paid to the Participant in cash or Common Stock as determined by
the Committee.  If payment is made in Common Stock of the
Company, then the fair market value of the Common Stock for
purposes of calculating the number of shares of Common Stock that
shall be issued to pay the Appreciation of a stock appreciation
right shall be based upon the fair market value of the Common
Stock as determined in Paragraph 8 on the date of exercise of the
stock appreciation right.  If the total Appreciation is paid in
Common Stock, the total Appreciation will be reduced to the
largest amount divisible by the fair market value of one share of
Common Stock.  Appreciation shall be paid as compensation and
without interest by the Company as specified in the Certificate
of Grant.

     7.3  All stock appreciation rights must have an Initial
Value no less than the fair market value of a share of Common
Stock as determined in Paragraph 8 as of the date of grant of the
stock appreciation right.

     7.4  A stock appreciation right (a "Related Right") may be
granted under this Plan pursuant to a Certificate of Grant
providing that the exercise of the stock appreciation right
affects the exercise of an option granted pursuant to this Plan
(the "Related Option").  Unless the Certificate of Grant pursuant
to which the Related Right is granted provides otherwise, the
Related Right may be exercised only to the extent to which the
Related Option is exercisable.  Upon the exercise or termination
of the related Right, the Related Option shall cease to be
exercisable and shall be canceled to the extent of the number of
shares with respect to which the Related Right was exercised or
terminated.  Upon exercise or termination of the Related Option,
the Related Right shall cease to be exercisable and shall be
canceled to the extent of the number of shares to which the
Related Option was exercised or terminated.  In addition to the
foregoing, if the Related Option is an "incentive stock option"
granted pursuant to the Plan, then the Related Right must satisfy
the following conditions:

          (i)  The Related Right must be granted only at the time
of grant of the Related Option;

          (ii) The Related Right must expire no later than the
expiration of the Related Option;

          (iii)     The Related Right must be granted for an
amount of Appreciation equal to or less than one hundred percent
of the difference between the exercise price of the Related
Option and the market price of the Common Stock subject to the
Related Option at the time the Related Right is exercised;

          (iv) The Related Right may be transferable only when
the Related Option is transferable, and only under the same
conditions;

          (v)  The Related Right may be exercised only when the
Related Option is eligible to be exercised; and 

          (vi) The Related Right may be exercised only when the
market price of the Stock subject to the Related Option exceeds
the exercise price of the Related Option.

     7.5  No stock appreciation right granted under this Plan
shall be exercisable if such exercise would involve a violation
of any applicable law or regulation (including, without
limitation, federal and state securities laws and regulations). 
Each stock appreciation right shall be exercisable in such
installments during the period prior to its expiration date as
the Committee shall determine; provided, however, that, unless
otherwise determined by the Committee, if the Participant shall
not in any given installment period exercise all of the stock
appreciation rights which the Participant is entitled to exercise
in such installment period, then the Participant's right to
exercise any stock appreciation rights not exercised in such
installment period shall continue until the expiration date or
sooner termination of the Participant's stock appreciation
rights.

8.   Fair Market Value of Common Stock.

     The fair market value of a share of Common Stock of the
Company shall be determined for purposes of this Plan by
reference to the mean between the bid and asked price of a share
as supplied by the National Association of Securities Dealers
through NASDAQ (or its successor function) or, if such shares are
then traded on a principal stock exchange, by reference to the
closing price of a share on the principal stock exchange on which
such shares are traded, in each case as reported by the Wall
Street Journal for the business day immediately preceding the
date on which the fair market value is determined (or, if for any
reason no such price is available, in such other manner as the
Committee may deem appropriate to reflect the then fair market
value thereof).

9.   Withholding Tax.

     Upon (i) the disposition of shares of Common Stock acquired
pursuant to the exercise of an incentive stock option granted
pursuant to the Plan within two years of the granting of the
incentive stock option or within one year after exercise of the
incentive stock option, (ii) the exercise of a non-qualified
stock option, or (iii) the exercise of a stock appreciation
right, the Company shall have the right to require such employee
or other person, and such employee or other person by accepting
the options or stock appreciation rights granted under the Plan
agrees, to pay the Company the amount of taxes which the Company
may be required to withhold with respect thereto.  In the event
of (i) or (ii), or in the event of (iii) if the Appreciation is
paid with Common Stock, then such employee or other person may
elect to pay the amount of any taxes which the Company may be
required to withhold by delivering to the Company shares of the
Company's Common Stock having a fair market value determined in
accordance with Paragraph 8 equal to the withholding tax
obligation determined by the Company.  Such shares so delivered
may be either shares withheld by the Company upon the exercise of
the option stock appreciation right or other shares.  Such
election must be made by those persons subject to the provisions
of Section 16 of the Exchange Act in accordance with the General
Rules and Regulations under the Exchange Act, but in no event
later than the date as of which the amount of tax to be withheld
is determined.

10.  Non-transferability.

     An option or stock appreciation right granted under the Plan
shall, by its terms, be nontransferable by the holder either
voluntarily or by operation of law, other than by will or the
laws of descent and distribution, and shall be exercisable during
the holder's lifetime only by the holder, regardless of any
community property interest therein of the spouse of the holder,
or such spouse's successors in interest.  If the spouse of the
holder shall have acquired a community property interest in an
option or stock appreciation right, the holder, or the holder's
permitted successors in interest, may exercise the option or
stock appreciation right on behalf of the spouse of the holder or
such spouse's successors in interest.

11.  Holding of Stock After Exercise of Option.

     At the discretion of the Committee, any option or stock
appreciation right may provide that the Participant, by accepting
such option or stock appreciation right, represents and agrees,
for the Participant and the Participant's permitted transferees,
that none of the shares acquired upon exercise of an option or
stock appreciation right will be acquired with a view to any
sale, transfer or distribution of said shares in violation of the
Securities Act of 1933, as amended, (the "Act"), and the rules
and regulations promulgated thereunder and the person entitled to
exercise the same shall furnish evidence satisfactory to the
Company (including a written and signed representation) to that
effect in form and substance satisfactory to the Company,
including an indemnification of the Company in the event of any
violation of the Act by such person.

12.  Termination of Employment.

     If a holder of an incentive stock option ceases to be
employed by the Company or one of its subsidiary corporations (as
defined in Section 425(f) of the Code) for any reason other than
the holder's death or permanent disability (within the meaning of
Section 105(d)(4) of the Code), the holder's incentive stock
options shall immediately become void and of no further force or
effect; provided, however, that if such cessation of employment
shall be due to the holder's voluntary resignation with the
consent of the Board of the Company or such subsidiary, expressed
in the form of a written resolution, or shall be due to the
holder's retirement under the provisions of any pension or
retirement plan of the Company or such subsidiary then in effect,
then within three months after the date the holder ceases to be
an employee of the Company or such subsidiary such incentive
stock option may be exercised to the extent exercisable on the
date of such cessation of employment.  A leave of absence
approved in writing by the Board or the Committee shall not be
deemed a termination of employment for the purposes of this
Paragraph 12, but no incentive stock option may be exercised
during any such leave of absence, except during the first three
months thereof.  Termination of employment or other relationship
with the Company by the holder of a non-qualified stock option or
stock appreciation right will have the effect specified in the
individual option agreement or Certificate of grant as determined
by the Committee; provided, however, that an option granted
pursuant to Paragraph 4.5 shall be exercisable for a period of 12
months following termination of employment or other relationship
with the Company to the extent exercisable on the date of such
cessation of employment or other relationship.

13.  Death or Permanent Disability of Option Holder.

     If the holder of an incentive stock option dies or becomes
permanently disabled while the option holder is employed by the
Company or one of its subsidiary corporations (as defined in
Section 425(f) of the Code), the holder's option shall expire one
year after the date of such death of permanent disability unless
by its terms it expires sooner.  During such period after death,
such incentive stock option may, to the extent that it remains
unexercised (but exercisable by the holder according to such
option's terms) upon the date of such death, be exercised by the
person or persons to whom the option holder's rights under the
incentive stock option shall pass by the option holder's will or
by the laws of descent and distribution.  The death or permanent
disability of a holder of a non-qualified stock option or stock
appreciation right will have the effect specified in the
individual option agreement or Certificate of Grant as determined
by the Committee; provided, however, that a vested option granted
pursuant to Paragraph 4.5 shall be exercisable for a period of 12
months following death or permanent disability of a holder of
such an option to the extent exercisable on the date of death or
permanent disability.

14.  Privileges of Stock Ownership.

     No person entitled to exercise any option or stock
appreciation right granted under the Plan shall have any of the
rights or privileges of a stockholder of the Company in respect
of any shares of Common Stock issuable upon exercise of such
option or stock appreciation right until certificates
representing such shares shall have been issued and delivered. 
No shares shall be issued and delivered upon exercise of any
option or stock appreciation right unless and until in the
opinion of counsel for the Company there shall have been full
compliance with any applicable registration requirements of the
Exchange Act, any applicable listing requirements of any national
securities exchange on which the Common Stock is then listed, and
any other requirements of law or of any regulatory bodies having
jurisdiction over such issuance and delivery.

15.  Adjustments.

     15.1  If the outstanding shares of the Common Stock of the
Company are increased, decreased, changed into or exchanged for a
different number or kind of shares or securities as a result of a
reorganization, recapitalization, reclassification, stock
dividend, stock split, reverse stock split or other similar
transaction, an appropriate and proportionate adjustment shall be
made in the maximum number and kind of stock appreciation rights
and shares as to which options may be granted under this Plan.  A
corresponding adjustment changing the number or kind of stock
appreciation rights and shares allocated to unexercised options
or portions thereof, which shall have been granted prior to any
such change, shall likewise be made.  Any such adjustment in the
outstanding options shall be made without change to the aggregate
purchase price applicable to the unexercised portion of the
option but with a corresponding adjustment in the purchase price
for each share covered by the option.  Any such adjustment in the
outstanding stock appreciation rights shall be made without
change in the aggregate Initial Value applicable to the
unexercised portion of the stock appreciation rights but with a
corresponding adjustment in the Initial Value for each share
covered by the stock appreciation right.

     15.2  Upon the dissolution or liquidation of the Company, or
upon a reorganization, merger or consolidation of the Company
with one or more corporations as a result of which the Company is
not the surviving corporation, or upon the sale of substantially
all the property or more than eighty percent of the then
outstanding stock of the Company to another corporation, the Plan
shall terminate, and any stock appreciation rights and options
granted hereunder shall terminate.

     15.3  Notwithstanding the foregoing, the Committee may
provide in writing in connection with such transaction for any or
all of the following alternatives (separately or in
combinations):  (i) for the stock appreciation rights and options
theretofore granted to become immediately exercisable; (ii) for
the assumption by the successor corporation for the stock
appreciation rights and options theretofore granted or the
substitution by such corporation for such stock appreciation
rights and options or new stock appreciation rights and options
covering the stock of the successor corporation, or a parent or
subsidiary thereof, with appropriate adjustments as to the number
and kind of shares and prices; or (iii) for the continuance of
the Plan by such successor corporation in which event the Plan
and the stock appreciation rights and options theretofore granted
shall continue in the manner and under the terms so provided.

     15.4  Adjustments under this Paragraph 15 shall be made by
the Committee, whose determination as to what adjustments shall
be made, and the extent thereof, shall be final, binding and
conclusive.  No fractional share of stock shall be issued under
the Plan on any such adjustment.

16.  Amendment and Termination of Plan.

     16.1  The Committee may at any time suspend or terminate the
Plan.  The Committee may also at any time amend or revise the
terms of the Plan provided that the number of shares subject to
an option granted to non-employee directors pursuant to Paragraph
4.5, the purchase price therefor, the date of grant of any such
option, the termination provisions relating thereto and the
category of persons eligible to be granted such options shall not
be amended more than once every six months, other than to comport
with changes in the Code or the Employee Retirement Income
Security Act of 1974, as amended, or the rules and regulations
thereunder and provided further that no amendment or revision
shall, unless appropriate stockholder approval of such amendment
or revision is obtained, (i) increase the maximum number of
shares which may be acquire pursuant to options, and the maximum
number of stock appreciation rights granted under the Plan,
except as permitted under the provisions of Paragraph 15, (ii)
change the minimum purchase price set forth in Paragraphs 4.2 and
6 or the Initial Value set forth in Paragraph 7, (iii) increase
the maximum term of options or stock appreciation rights provided
for in Paragraph 5, or (iv) change the designation of persons
eligible to receive options or stock appreciation rights as
provided in Paragraph 4.

     16.2  No amendment, suspension or termination of the Plan
shall, without the consent of the holder, alter or impair any
rights or obligations under any option or stock appreciation
right theretofore granted under the Plan.

17.  Effective Date of Plan.

     No option or stock appreciation right may be granted under
the Plan unless and until (i) the options and underlying shares
and stock appreciation rights have been registered under the Act
and qualified with the appropriate state regulatory agencies, or
(ii) the Company has been advised by counsel that such options,
shares and stock appreciation rights are exempt from such
registration and/or qualification.  An amendment to the Plan to
increase the number of options available was approved on May 9,
1995 by the holders of the outstanding voting stock of the
Company.  The next most recent amendment and restatement of the
Plan to comply with certain provisions of the Code was adopted by
the Board on June 30, 1993.