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                                                                 EXHIBIT 10.26.E

                                FIFTH AMENDMENT
                               TO LOAN AGREEMENT

THIS FIFTH AMENDMENT TO LOAN AGREEMENT (this "Agreement") dated this 28th day
of January, 1998, by and between IMAGE ENTERTAINMENT, INC. a California
Corporation ("Borrower") and UNION BANK OF CALIFORNIA, N. A. ("Bank").

Whereas, Borrower and Bank have previously entered into that certain Loan
Agreement, dated December 17, 1996, (the "Loan Agreement"), pursuant to which
Bank has agreed to make certain loans and advances to Borrower and Amendments
thereto dated February 5, 1997 and February 28, 1997, September 27, 1997, and
October 31, 1997, (the "Agreement").

Whereas, Borrower has requested that Bank agree to amend certain provisions
contained in the Loan Agreement; and

Whereas, Borrower and Bank have agreed and intend to hereby amend the Loan
Agreement.

Now, therefore, the parties hereby agree as follows:

     1.   DEFINED TERMS.  Initially capitalized terms used herein which are not
otherwise defined shall have the meaning assigned thereto in the Agreement

     2.   AMENDMENT TO THE AGREEMENT.

          (a) Section 1.1 The Revolving Loan shall be deleted in its entirety
and a new section 1.1 shall be added as follows:

          1.1  THE REVOLVING LOAN.  Bank will loan to Borrower an amount not to
          exceed Fifteen Million Dollars ($15,000,000) outstanding in the
          aggregate at any one time (the "Revolving Loan").  Borrower may
          borrow, repay and reborrow all or part of the Revolving Loan in
          amounts of not less than One Hundred Thousand Dollars ($100,000) in
          accordance with the terms of the Revolving Note.  All borrowings of
          the Revolving Loan must be made before December 31, 1999 at which time
          all unpaid principal and interest of the Revolving Loan shall be due
          and payable.  The Revolving Loan shall be evidenced by a promissory
          note (the "Revolving Note") on the standard form used by Bank for
          commercial loans.  Bank shall enter each amount borrowed and repaid in
          Bank's records and such entries shall be deemed to be the amount of
          the Revolving Loan outstanding absent manifest error.  Omission of
          Bank to make any such entries shall not discharge Borrower of its
          obligation to repay in full with interest all amounts borrowed.

     (b)  Section 1.11 The Borrowing Base shall be deleted in its entirety and a
new section 1.11 shall be added as follows:

          1.11  THE STANDBY LETTER OF CREDIT SUBLIMIT.  As a sublimit to the
          revolving loan, Bank shall issue, for the account of borrower, one or
          more irrevocable standby letters of credit (individually, an "L/C" and
          collectively, the "L/Cs").  All such standby L/Cs shall be drawn on
          such terms and conditions as are acceptable to Bank.  The aggregate
          amount available to be drawn under all outstanding L/Cs and the
          aggregate amount of unpaid reimbursement obligations under drawn L/Cs
          shall not exceed six million dollars ($6,000,000) and shall reduce,
          dollar for dollar, the maximum amount available at such 
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          time under the revolving loan. No L/C shall expire after December 31,
          1999.

     3.   Except as modified hereby, the Loan Agreement shall remain otherwise
unchanged and in full force and effect and this Agreement shall be effective
from the date hereof and shall have no retroactive effect whatsoever.

In Witness Whereof, Borrower has executed and delivered this Agreement.

"Borrower"
Image Entertainment, Inc.



By:  /s/ JEFF M. FRAMER
     -------------------------------------
     Jeff Framer, CFO

Accepted and effected this ____ day of January, 1998; at Bank's place of
business in the City of Los Angeles, State of California.

"Bank"
Union Bank of California, N.A.


By:  /s/ RONALD L. WATTERWORTH
     -------------------------------------
     Ronald L. Watterworth, Vice President