September 12, 1996                               
                                                                               




Ms. Ann Dubinet
c/o Stephen Scharf, Esq.
O'Melveny & Myers
1999 Avenue of the Stars
Los Angeles, California 90067


     Re:  Deal Memo Regarding Your Employment At LIVE Film and
          Mediaworks, Inc.                                    


Dear Ann:

     We are pleased that we were able to reach agreement on the key
terms and conditions of your employment at LIVE Film and
Mediaworks, Inc. ("the Company").  The following summarizes the
principal deal points on which we agreed, and which will be further
documented in a more detailed employment agreement.  

     1.   Title:  Your title will be President of International
Distribution.

     2.   Term:  Initial three (3) year term.  The Company agrees
that it shall negotiate any extension of your employment agreement
by nine (9) months' before the expiration of the term.  

     3.   Key Person Clause:  Despite the foregoing term provision,
if Roger Burlage should leave the Company or cease to be its Chief
Executive Officer during the initial two (2) years of your
employment, you shall have the right to resign at the conclusion of
your initial two (2) years.

     4.   Compensation:

          a.   Base:  You shall receive base compensation as
follows:
               Year One:  $350,000.00; 
               Year Two:  $375,000.00; and
               Year Three:  $400,000.

          b.   Corporate Bonus:  You will be eligible to
participate in the annual Corporate Bonus pool.  Your participation
in the Corporate Bonus shall not be affected by the amounts you
have earned under any other bonus arrangements set forth herein.

          c.   Stock Options:  The Compensation Committee of the
Board of Directors has approved granting you 50,000 common stock
options upon execution of this agreement, 15,000 at the first
anniversary of this agreement, and 10,000 at the second anniversary
of this agreement.  The Stock Options shall be provided pursuant to
the Company's Stock Option Plan, and each grant shall vest in three
(3) years:  one third (1/3) one (1) year from the date of grant,
one third (1/3) two (2) years from the date of grant, and one third
(1/3) three (3) years from the date of each grant.  The date of the
grant of the stock options shall establish the price of the stock
options.

          d.   Performance Bonuses:  The Company shall pay the
following bonuses, to the extent earned and otherwise payable, on
a quarterly basis, no later than sixty (60) days from the end of
each quarter.  All performance bonuses with respect to a film that
you have Brought to the Company shall be deferred until the Company
has recouped its expenses and any financial commitments on the
film, as defined in each subparagraph below. 
 
               (1)  Foreign Distribution On Films Where The Company
Has A Financial Interest:  Your bonus on foreign sales shall vary
based on the Negative Cost of the film at issue, and whether the
film is one which you have Brought to the Company:

                    (a)  The "Threshold Sales" for films with
budgets under $5 Million shall be foreign sales (including
averages) which equal seventy-five percent (75%) of the Negative
Cost and, for films with budgets over $5 Million, foreign sales,
including overages, by the Company which equal seventy percent
(70%) of the Negative Cost.

                    (b)  Once the cash received from foreign sales
by the Company reach the Threshold Sales level on any particular
film, you shall earn a performance bonus in the following amount: 
(i) two percent (2%) of all Eligible Contracts in excess of the
Threshold Sales for the Company's films; or (ii) three percent (3%)
of all Eligible Contracts in excess of the Threshold Sales on films
which you bring to the Company.  The bonus shall be paid based on
cash received by the Company through the Cash Cut-Off Date.





                    (c)  The following definitions shall apply: 

                         i)  "Negative Cost:"
                              a) if the Company produces the film,
in whole or in part, the Negative Cost definition shall be the same
as that set forth in the Output Deal Memo made as of February 8,
1996 between Live International and Pioneer LDC, Inc., the
definition of which is attached hereto as Exhibit A, except that it
shall not include the overhead charge set forth at paragraph G.9
therein.  The Negative Cost shall be computed no later than one (1)
year after the film's initial release; or

                              b) if the Company acquires the film,
the Negative Cost shall be the Company's acquisition cost plus any
enhancement costs.

                              c) In addition, it is understood that
if the Company retains (under subparagraph a), above) or acquires
(under subparagraph b), above) less than all major media rights in
all foreign territories, the parties hereto shall, in good faith
either (I) agree on a fair allocation between the Negative Cost
attributable between Domestic and Foreign rights; or (II) ascertain
the value of any territories or media which are not retained or
acquired, and agree to a pro rata reduction of the Negative Cost.
          
                         ii) "Eligible Contracts" shall be those
foreign contracts entered into by the Company prior to the earliest
of the following dates: (a) commercial Domestic (Domestic is
defined as United States and Canada) release in any market or
media; or (b) one year after Domestic Delivery; 

                         iii) "Cash Cut-Off Date" shall be the date
upon which cash received on a particular film shall no longer be
counted in calculating a performance bonus; the Cash Cut-Off Date
on each film shall be five (5) years following the film's first
foreign availability.

                         iv)  "Brought:"  In the event of a dispute
as to whether you have Brought a film to the Company, the
determination as to whether a film is one which you have "Brought"
to the Company shall be decided, in Roger Burlage's sole
discretion, based in part on whether or not the film appears on the
Company's acquisition reports dated prior to your submitting the
film to the Company as a potential acquisition.



                    (d)  The above bonuses shall not be cross-
collateralized between films.  

               (2)  Foreign Distribution Where The Company Has No
Financial Exposure Other Than With Respect To Distribution
Expenses:  On films which you originate for the Company to handle
foreign distribution, and in which the Company has no financial
exposure with respect to Foreign rights other than with respect to
Distribution Expenses, you shall earn a performance bonus equal to
ten percent (10%) of the Company's net foreign sales commissions
(less all of the Company's expenses) based on cash received by the
Company.  The Company's expenses shall be defined as the Company's
foreign distribution expenses, as that term is normally defined in
the film distribution industry, but specifically excluding any
overhead.  All foreign sales through five (5) years from initial
foreign availability shall be eligible for this bonus.

               (3)  Domestic Sales On Projects Which You Have
Brought To The Company, And In Which The Company Has Foreign
Rights:  You shall be eligible for a Performance Bonus under a
structure similar to item 4.d(1), except that the Threshold Sales
shall be sixty percent (60%) of the Negative Cost, plus recoupment
of out-of-pocket domestic distribution expenses.  In this case,
Threshold Sales and Eligible Contracts shall be calculated from the
definition of Gross Receipts from the Domestic income stream, as
defined in the Company's distribution agreement with the Producer
of each applicable film.  You shall earn a Performance Bonus of
three percent (3%) for Eligible Contracts in excess of the
Threshold Sales.  The Cash Cut-Off date on each film shall be five
(5) years following the film's first commercial Domestic release.

     5.   Compensation For Existing Alchemy Deals:  You shall be
entitled to retain any Executive Producer fees, other compensation
and credits which have already been negotiated.  The following
allocations shall apply to all existing Alchemy deals which you are
able to bring with you to the Company:

          a.   As to all Existing Alchemy Films:  All fees shall be
deferred until the Company has recouped its expenses and any
financial commitments on the films, on a film by film basis.  The
rights assumed by the Company shall be identical to Alchemy's
rights in the subject films (i.e., sales agency or license of
rights).  Alchemy shall provide appropriate documentation,
assignments, and other assurances to the Company that it is
acquiring Alchemy's rights without encumbrances, liens or clouds on
any title created by Alchemy.

          b.   WASHINGTON SQUARE:  The Company will obtain a Letter
of Credit, or other guarantee as required by Disney for an amount
up to $ 5.25 Million, it being understood that you already have
contracts which require the issuance of acceptable letters of
credit by the applicable licensees in the amount of $ 1.5 million
(Italy and Spain).  

               The Company shall recoup its financing fee on
WASHINGTON SQUARE as follows:

               (1)  The Company's fee shall be five hundred
thousand dollars ($500,000.00) including all fees incurred to
secure financing.

               (2)  Following the Company's recoupment of its (a)
Letter of Credit or guarantee, (b) its financing fee, and (c) all
other expenses all sales fees shall be divided equally between you
and the Company.

          c.   SOMEBODY IS WAITING:  You shall retain the
previously-received one hundred, fifty thousand dollar
($150,000.00) advance.  All additional net sales fees shall be
divided, twenty-five percent (25%) to you, and seventy-five percent
(75%) to the Company.

          d.   RED MANSION:  Net sales fees on any existing sales
shall be divided as follows:  seventy-five percent (75%) to you,
twenty-five percent (25%) to the Company.  Any new net sales fees
shall be divided pursuant to the same formula for the Remaining
Alchemy Films, set forth below at paragraph 5.e.

          e.   Remaining Alchemy Films:  All new net sales fees
shall be divided, twenty-five percent (25%) to you, and seventy-
five percent (75%) to the Company.

          f.   It is understood between the parties hereto that the
terms and conditions in this paragraph 5 shall be documented in a
long-form Service Agreement between Alchemy and the Company (the
"Alchemy Service Agreement") consistent with the Company's standard
form, to the extent not inconsistent with the provisions herein,
and which contains the Company's standard Terms and Conditions,
subject to good faith negotiations in accordance with industry
practices.  In addition, you agree to provide to the Company:

               (1)  A copy of the existing documentation regarding
Alchemy's rights in each of the films covered by the Alchemy
Service Agreement with the Company;  and

               (2)  Documentation which provides the Company with
legally-sufficient assurances that the Alchemy has clear rights in
the films included in the Service Agreement, and that they are not
subject to any encumbrances, liens, reversion rights, or other
clouds on their titles created by Alchemy.  If Company isn't
satisfied, only effect is that it does take over Alchemy's
obligations with respect to that project.


     6.   Alchemy And Personal, Ann Dubinet, Financial Obligations
On Behalf Of Alchemy:  You have represented that you have incurred
loans and other financial obligations, directly and on behalf of
Alchemy, in an approximate amount of four hundred thousand dollars
($400,000.00).  The Company agrees that it shall loan such amounts
to you, subject to recoupment from all corporate bonuses,
performance bonuses and your share of sales fees on the Alchemy
projects, plus interest on the amounts loaned at the same rate as
the published Internal Revenue Service minimum rate, and subject to
the Company's receipt of written assurances that none of the sums
advanced shall be used for legal or other costs associated with the
films which are the subject to your dispute with Banner films. 
This advance shall be issued to Alchemy, and documented both in a
appropriate security agreement from Alchemy to the Company, and a
personal guarantee by you, on the loan, pursuant to which the
payment of the loan shall be guaranteed pursuant to the terms of
this agreement.

     7.   Future Executive Production Fees And Credits:  Subject to
the provisions set forth in paragraph 6, above, the Company's
policy forbids individual employees from receiving Executive
Producer credit on any films.  Any exceptions to this rule must
receive written approval from Roger Burlage.  In addition, the
Company's policy requires that any Executive Producer fees be paid
directly to the Company; individual employees are not eligible to
receive Executive Producer fees.

     8.   Executive Perquisites:  You shall be provided with all
benefits and perquisites pursuant to Company policy provided to
other senior executives.  Any exceptions to the corporate travel
policy must be approved in writing by Roger Burlage.

     9.   Long-Form Employment Agreement:  It is understood between
the parties hereto that the foregoing terms and conditions shall be
documented in a more formal long-form Employment Agreement, which,
except to the extent inconsistent with the provisions set forth in
this letter, shall include all other standard terms and conditions
in the Company's executive employment agreements, including, but
not limited to, the Company's standard arbitration clause, subject
to good faith negotiations, in accordance with industry practice. 
The long-form agreement shall be prepared and executed as soon as
reasonably practicable.

     10.  Press Release:  Upon the execution of this deal memo, the
Company shall prepare and issue a press release.  You shall have
the right to review the press release, and a reasonable right of
approval.  The only press release regarding this deal memo, and
your employment with the Company shall be the one issued by the
Company, and reviewed by you.

     If this letter properly summarizes the terms and conditions of
our agreement, please sign and date this letter, as indicated
below, and return an original to my attention.  This letter shall
constitute a binding agreement between the parties, but this shall
not abrogate the parties' understanding that they shall promptly
draft and execute more formal long form Employment and Servicing
Agreements, as described in paragraphs 5(f) and 9, above.

     We look forward to your joining us at LIVE Film and
Mediaworks, Inc. 


                              Very truly yours,



                              Roger Burlage
                              Chief Executive Officer and Chairman
                              LIVE Film and Mediaworks, Inc.

I have reviewed this letter and agree that it sets forth our 
agreement concerning my employment at LIVE Film and Mediaworks,
Inc.



BY: ___________________________    DATED:  September ___, 1996
          Ann Dubinet