AMENDMENT NUMBER TWO TO AMENDED AND RESTATED
                        LOAN AND SECURITY AGREEMENT
                           LIVE HOME VIDEO, INC.

This Amendment Number Two To Amended And Restated Loan And
Security Agreement (this "Amendment") is entered into as of July
18, 1995, between FOOTHILL CAPITAL CORPORATION, a California
corporation ("Foothill"), with a place of business located at
11111 Santa Monica Boulevard, Suite 1500, Los Angeles, California
90025-3333, on the one hand, and LIVE HOME VIDEO INC., a Delaware
corporation ("LHV"), LIVE FILM AND MEDIAWORKS INC. (formerly
known as INTERNATIONAL VIDEO PRODUCTIONS INC.), a California
corporation ("LFM"), LIVE ENTERTAINMENT INTERNATIONAL INC., a
Delaware corporation ("LEI"), LIVE AMERICA INC., a Delaware
corporation ("LAI") and VESTRON INC., a Delaware corporation
("VESTRON"), each with its chief executive office located at
15400 Sherman Way, Suite 500, Van Nuys, California 91406
(sometimes individually referred to herein as "Borrowers," and
collectively as the Borrowers"), in light of the following facts:

                                  FACTS

FACT ONE:       Borrowers and Foothill have previously entered
into that certain Amended And Restated Loan And Security
Agreement dated November 14, 1994 (the "Agreement").

FACT TWO:      Borrowers and Foothill desire to amend the
Agreement as provided herein. Terms defined in the Agreement
which are used herein shall have the same meanings as set forth
in the Agreement, unless otherwise specified.

NOW, THEREFORE, Borrowers and Foothill hereby modify and amend
the Agreement as follows:

1.   Section 1.1 of the Agreement is hereby amended to revise
Subsection (iii) of the Definition of "Permitted Payments" in its
entirety to read as follows: "(iii) redeem or repurchase of up to
Eleven Million Five Hundred Thousand Dollars ($11,500,000) in
liquidation value (1,150,000 shares) of LIVE's Series B Preferred
Stock so long as after giving effect to any such redemption or
repurchase, Borrowers will not have less than Five Million
Dollars ($5,000,000) of borrowing availability under this
Agreement,"

2.   Borrowers shall pay to Foothill a fee of $2,250. Said fee
shall be fully-earned, non-refundable, and due and payable on the
date of signing and delivery of this Amendment by Borrowers to
Foothill.

3.   In the event of a conflict between the terms and provisions
of this Amendment and the terms and provisions of the Agreement,
the terms and provisions of this Amendment shall govern. In all
other respects, the Agreement, as supplemented, amended and
modified, shall remain in full force and effect.

This Amendment No. Two to Loan And Security Agreement amends,
supercedes and replaces in its entirety that certain Amendment
No. Two to Amended and Restated Loan And Security Agreement dated
as of July 11, 1995.

IN WITNESS WHEREOF, Borrowers and Foothill have executed this
Amendment as of the day and year first written above.<PAGE>
     
     FOOTHILL CAPITAL, CORPORATION      LIVE HOME VIDEO, INC.
     

     By                                 By
       -------------------------           -------------------------
          Lisa M. Gonzales                   
     Its  Assistant Vice President      Its   
                                           -------------------------

     LIVE FILM AND MEDIAWORKS INC.      LIVE ENTERTAINMENT
     (formerly known as INTERNATIONAL   INTERNATIONAL INC.
     VIDEO PRODUCTIONS INC.)

     By                                 By 
       -------------------------          -------------------------
          
     Its                                Its
        ------------------------           ------------------------

     LIVE AMERICA INC.                  VESTRON INC.

     By                                 By 
       -------------------------          -------------------------

    Its                                 Its   
       -------------------------           ------------------------


By its acceptance below as of this 11th day of July, 1995, the
undersigned guarantor hereby reaffirms its Continuing Guaranty
dated November 16, 1994, and consents to the above-stated terms.

                                        LIVE ENTERTAINMENT INC.

                                        By 
                                          -------------------------
                                             
                                        Its  
                                           ------------------------

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By its acceptance below as of this 11th day of July, 1995, the
undersigned guarantor hereby reaffirms its Continuing Guaranty
dated November 16, 1994 and consents to the above-stated terms.

                                        LIVE VENTURES INC.

                                        By 
                                          -------------------------
                                            
                                        Its   
                                          -------------------------