AMENDMENT TO EMPLOYMENT AGREEMENT


          This is an Amendment to an Employment Agreement between
LIVE Entertainment Inc. (the "Company") and Ronald B. Cushey
("Employee"), dated as of December 31, 1994 (the "Original
Agreement").  This Amendment is dated as of December 31, 1995.  

     The Original Agreement is amended in the following respects: 

               The Agreement, as amended, shall be between
               Employee, the Company and LIVE Home Video Inc.
               ("LHV").

          1.   Section 1.4.1 of the Original Agreement is amended
               to add the following: 
 
               The term of the Agreement is extended through
               December 31, 1997.  
          
          2.   New Section 1.4.4 is added to the Original
               Agreement as follows:

               (i) A Change of Control will occur if, in a
               transaction or related series of transactions,
               another person or a group of persons acting
               together, other than Pioneer Electronic
               Corporation and its affiliates, acquire more than
               50% of the voting securities of the Company or if
               substantially all of the assets of the Company are
               sold in one or a related series of transactions.  

               (ii) In the event of a Change of Control followed
               within 180 days by a without cause termination of
               employment or a without cause material reduction
               of Employee's duties and responsibilities,
               Employee will receive, in lieu of the benefit
               provided in Section 3.2.2(i), in one lump sum, the
               greater of the remainder of Employee's Fixed
               Annual Compensation for the term of the Agreement
               or $50,000, less withholding as required.  In
               addition, the mitigation provisions of Section 3.4
               shall not apply in such event.

               (iii) In the event of a Change of Control followed
               within 180 days by the termination or resignation
               of Roger A. Burlage as Chief Executive Officer or
               President of Company and of LHV, Employee may
               resign his position within 30 days after such
               termination and, in such event, Employee will
               receive the same benefits and payments as are set
               forth in the immediately preceding paragraph as if
               Employee was terminated without cause.

          3.   Section 2.1 of the Original Agreement is amended
               to add the following: 

               Fixed Annual Compensation for calendar year 1996
               will be no less than $210,000 per annum and for
               calendar year 1997 will be no less than $220,000
               per annum.  

          4.   Section 2.2 of the Original Agreement is replaced
               with the following:  

               Employee shall be eligible to participate in
               Company's discretionary corporate bonus program,
               as determined, modified and published by Company
               from time to time.  In addition, Employee's
               eligibility for a discretionary bonus and salary
               increases in excess of the Fixed Annual
               Compensation set forth above shall be based, in
               part, upon the following criteria:  (i) overall
               profitability of the Company; (ii) effectiveness
               of the Company's accounting functions; (iii)
               Employee's active involvement and participation in
               the management of the Company, including setting
               financial goals and performance evaluations,
               proactive involvement in restructuring the
               Company's capital structure, and aggressive
               involvement in all other financial aspects of the
               Company's business including budgeting, monitoring
               the financial performance of the Company's other
               divisions and related items ("Incentive
               Compensation").  

          5.   Section 2.7 of the Original Agreement is amended
               to replace "1996" wherever it appears with "1997."

          6.   New Section 2.8 is added as follows:  

               2.8 Stock Options.  Upon Employee's execution of a
               Stock Option Agreement, Company grants to Employee
               options to acquire 20,000 shares of the Company's
               common stock at a price per share equal to the
               closing price of the Company's common stock on the
               NASD Small Cap Market on December 7, 1995 with
               such option to vest as follows:  (i) 7,000 options
               on December 31, 1996, (ii) 7,000 options on
               December 31, 1997 and (iii) 6,000 options on
               December 31, 1998.  In the event of a Change of
               Control (as defined above), all unvested options
               will immediately vest.  
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               The Options will be subject to such additional
               terms and conditions as may be set forth in the
               Company's Option Plan as well as the form of Stock
               Option Agreement.

          In all other respects, the Original Agreement shall
continue in full force and effect.


                                   LIVE ENTERTAINMENT INC.


                                   By:_______________________
                                         Roger Burlage


                                   LIVE HOME VIDEO INC.


                                   By:_______________________
                                         Roger Burlage


                                   __________________________
                                         Ronald B. Cushey