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                                                                  EXHIBIT 10.8.C

                                AMENDMENT #3 TO
                    EMPLOYMENT AGREEMENT DATED JULY 1, 1994

     Reference is made to that certain Employment Agreement dated as of July 1,
1994 (the "Agreement"), by and between Image Entertainment, Inc., a California
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corporation ("Image"), and Martin W. Greenwald, an individual ("Executive").
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All defined terms not defined herein will have the meanings set forth in the
Agreement.

1.   EFFECTIVE DATE. All of the terms and conditions of this Amendment will be
     applicable commencing on and effective as of June 1, 1997 (the "Effective
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     Date").
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2.   FISCAL 1998 GUARANTEED BONUS. The parties hereby agree to amend the terms
     of Paragraph 3(b) of the Agreement to provide that Executive will be
     entitled to receive a discretionary, guaranteed bonus for the fiscal year
     ending March 31, 1998, as follows:

     a.   GUARANTEED BONUS AMOUNT. In addition to the Bonus Compensation
          described in Paragraph 3(b) of the Agreement, Executive will be
          entitled to receive a discretionary, guaranteed, non-returnable, non-
          reimbursable bonus in the total amount of $90,000.00 for the fiscal
          year ending March 31, 1998 (the "Guaranteed Bonus").
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     b.   PAYOUT OF GUARANTEED BONUS. The Guaranteed Bonus will be paid to
          Executive in equal biweekly installments of $4,050.00 commencing June
          1, 1997.

     c.   GUARANTEED BONUS APPLIED AGAINST BONUS COMPENSATION FOR FISCAL 1998.
          If any monies are earned by Executive under the Bonus Plan for fiscal
          1998, Executive will only be entitled to receive the difference
          between the amount of the Bonus Compensation and the amount of the
          Guaranteed Bonus. [(The following examples are for illustration
          purposes only and are not intended to be contractual provisions.)
          Example 1: If the Executive earns $100,000.00 of Bonus Compensation
          under the Bonus Plan, Executive would only be entitled to receive
          $10,000.00 of the $100,000.00 (i.e., $100,000.00 Bonus Compensation -
          $90,000.00 Guaranteed Bonus). Example 2: If Executive earns $50,000.00
          of Bonus Compensation under the Bonus Plan, Executive would
          nevertheless continue to receive the full amount of the Guaranteed
          Bonus but would not be entitled to receive any Bonus Compensation.
          Example 3: If Executive earns no monies under the Bonus Plan,
          Executive would nevertheless continue to receive the full amount of
          the Guaranteed Bonus.]

3.   GENERAL PROVISIONS.

     a.   Headings. Article and paragraph headings, as used in this Amendment,
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          are for convenience only and are not a part hereof, and will not be
          used to interpret any provision of this Amendment or the Agreement.

     b.   Integration. The parties hereby acknowledge and agree that the
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          Agreement as amended hereby constitutes the entire agreement between
          the parties with respect to the subject matter hereof.

     c.   Severability. In the event that any provision of the Agreement as
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          amended hereby will be held invalid or unenforceable, such provision
          will be severable from, and such invalidity or unenforceability will
          not be construed to have any effect on, the remaining provisions of
          the Agreement.
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     d.   Ratification and Confirmation of Agreement. Except as set forth herein
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          to the contrary, the Agreement is hereby ratified and affirmed;
          provided, however, that in the event of any inconsistencies, the 
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          terms, conditions and definitions set forth herein will control.


     IN WITNESS WHEREOF, each of the parties has executed and entered into this
Amendment as of the Effective Date set forth above.

"Image Entertainment, Inc.":            "Executive"
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/s/ MARTIN W. GREENWALD                 /s/ MARTIN W. GREENWALD
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Martin W. Greenwald, President          Martin W. Greenwald, an individual