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                                                                 EXHIBIT 10.24.a


AMENDMENT TO LEASE  entered into as of March 19, 1997, between BA Leasing and
                    Capital Corporation, a California corporation with its
                    principal office at 555 California Street, 4th Floor, 
                    San Francisco, California 94104 ("Lessor") and IMAGE
                    ENTERTAINMENT, a California corporation, with its principal
                    office at 9333 Oso Avenue, Chatsworth, California 91311
                    ("Lessee") with reference to the following:

     A.   Lessor and Lessee have entered into a Lease Intended as Security dated
as of March 19, 1997 (the "Lease"); all defined terms therein not otherwise
defined herein being used with their meanings as defined therein); and

     B.   Lessor and Lessee now desire to amend the Lease as hereinafter set
forth:

          NOW, THEREFORE, the parties hereto agree as follows:

1.   Section B of the Appendix No. 1 entitled "Purchase Price; Conditions
Precedent" is amended to paragraph 3 as follows: "3.  Advances.  Lessor agrees,
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during the Utilization Period, to advance funds for the purchase of a Unit
before its Delivery Date ("Advances") if, with respect to each Advance, (a)
Lessee executes and delivers to Lessor, no later than three days before the date
of such advance, a Request for Advance substantially in the form of Exhibit D to
the Lease Agreement (an "Advance Request") and (b) the conditions specified in
Paragraph B.2 (except clauses (a) and (b) thereof) are satisfied.  "Advance
Rent" will accrue on each Advance and be payable as set forth below.  If Lessee
fails to accept, pursuant to Section 1.3 of the Lease Agreement, any Unit for
which Lessor advances funds as set forth above, Lessee shall on demand of Lessor
purchase the Unit from Lessor for the amount of the funds advanced by Lessor or
which Lessor may be obligated to advance and any other costs or obligations
incurred by Lessor in connection therewith, plus all accrued and unpaid Advance
Rent with respect to a Unit to the date of purchase of the Unit by Lessee from
Lessor"; and

2.   Section E of the Appendix No. 1 entitled "Rent" is amended to insert new
paragraph 1 as follows: "1.  Advance Rent.  Advance Rent shall accrue from, and
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including, the date of any Advance with respect to a Unit pursuant to an Advance
Request to, but excluding, its Funding Date.  Advance Rent shall be computed on
the amount of such advance at a rate per annum equal to 2.5 percentage points
in excess of the LIBOR, as defined below, in effect on the date the funds are
advanced by Lessor as reported in Telerate System Page 3750 (or any successor
page).

     Advance Rent is determined, in part, on the basis of a 360-day year and
actual days elapsed which results in a higher rent than if a 365-day year is
used.  Advance Rent is due and payable when billed by Lessor."

Except as is herein specifically amended, all of the terms, covenants, and
provisions of the Lease remain in full force and effect.

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     IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Lease as of the day and year written above.

BA LEASING & CAPITAL CORPORATION            IMAGE ENTERTAINMENT, INC.

By:    /s/ KIM LEE                          By:    /s/ JEFF M. FRAMER
       -------------------------                   -----------------------
Title: Vice President                       Title: Chief Financial Officer
 
Address:   555 California Street            Address:  9333 Oso Avenue
           4th Floor                                  Chatsworth, CA  91311
           San Francisco, CA  94104
           Attn:  Contract Administration
Telecopier No.:  415/765-7373               Telecopier No.:  818/407-9331

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