FIFTH AMENDMENT TO LICENSE AND DISTRIBUTION AGREEMENT

     This Fifth Amendment to License and Distribution Agreement
("Fifth Amendment") is made and entered into as of May 7, 1996
between LIVE Film and Mediaworks Inc. (formerly LIVE Home Video
Inc. and successor in interest to LIVE Film and Mediaworks Inc.,
a California corporation), LIVE America Inc. and Vestron Inc.,
each a Delaware corporation (all such parties hereinafter
individually and collectively referred to as "Company"), on the
one hand, and Warner-Elektra-Atlantic Corporation, a New York
corporation (hereinafter referred to as "Distributor" and
previously referred to as "WEA Corp." in the Distribution
Agreement), on the other hand, with reference to the following
facts:

                              R E C I T A L S

     A.   Distributor and Company have entered into that certain
License and Distribution Agreement dated as of May 11, 1992, and
heretofore amended as of June 8, 1992, as of June 23, 1994, as of
September 1, 1994, and as of May 27, 1995 ("Distribution
Agreement").

     B.   Company and Distributor desire to amend, modify and
supplement the Distribution Agreement upon the terms and
conditions herein contained.

          NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the
following is hereby agreed to by the parties:

1.   Amendment to Distribution Agreement.  The Distribution
     Agreement is hereby modified and amended as follows:

     a.   Sales and Fulfillment Services.  Notwithstanding
          anything to the contrary contained in the Distribution
          Agreement:

          i.   Pursuant to Paragraph 28 of the Distribution
               Agreement, Company has exercised its option to
               elect to assume full responsibility for all sales
               and sales solicitation, including pre-order
               tracking, of Videocassettes and Interactive CDs
               embodying Company Product ('Revised Sales
               Services') effective as of the Reversion Date,
               which services were formerly the responsibility of
               Distributor under the Distribution Agreement. 
               During the Third Contract Period, Distributor
               shall continue to perform the Sales Services other
               than the Revised Sales Services (i.e., all order
               entry services consistent with the order entry
               services performed by Distributor during the First
               Contract Period); provided, however, Company
               reserves the right at any time upon prior written
               notice to Distributor to elect to assume full
               responsibility of order entry services, using
               Distributor's then-existing computer, computer
               programming and management information systems,
               effective at the beginning of Distributor's first
               accounting month that is at least sixty (60) days
               following its receipt of such notice.  

          ii.  All notices required of Company pursuant to the
               Distribution Agreement to effect the reversion of
               Sales Services effective as of the Reversion Date
               shall be deemed to have been timely and properly
               received by Distributor.

          iii. The Reversion Date shall be deemed to occur on
               June 29, 1996.

     b.   Distribution Fee.  Notwithstanding anything to the
          contrary contained in the Distribution Agreement:

          i.   Notwithstanding the total net amounts invoiced by
               Distributor under the Distribution Agreement
               during the First Contract Period, the Fulfillment
               Distribution Fee and the Additional Distribution
               Fee, inclusive of any Applicable Volume Discounts,
               each calculated on the net amounts invoiced under
               the Distribution Agreement during the First
               Contract Period, shall equal two and five-tenths
               percent (2.5%) and five and seventy five-
               hundredths percent (5.75%), respectively.

          ii.  Commencing June 29, 1996 and continuing through
               and including November 29, 1996, the Additional
               Distribution Fee shall equal four and seventy
               five-hundredths percent (4.75%). 

          iii. Commencing November 30, 1996 and continuing
               throughout the remainder of the Third Contract
               Period, the Additional Distribution Fee shall
               equal three and five-tenths percent (3.5%).

     c.   Payment Terms.  Paragraph 4(a)(i)(F) of the
          Distribution Agreement is hereby deleted in its
          entirety and substituted in its place and stead shall
          be the following:

               "Except as provided in the next sentence of this
               Paragraph 4(a)(i)(F), shipments of Videocassettes
               or Interactive CDs embodying Company Product made
               by Distributor to its customers during any
               accounting month, Contract Year or Contract
               Period, as the case may be, shall be deemed to
               have been invoiced in such accounting month,
               Contract Year or Contract Period, as the case may
               be.  An "Early Shipment" is the shipment of
               Videocassettes embodying Company Product in one
               accounting month when the street date for such
               Videocassettes is in the next subsequent
               accounting month.  An Early Shipment shall, for
               purposes of this Paragraph 4(a), be deemed to be a
               shipment of such Videocassettes in the accounting
               month in which such street date occurs if (1)
               Distributor offers its customers payment terms
               that consider such shipment as occurring in the
               accounting month of the street date, and (2) for
               purposes of payment to its Related Entities and
               the majority of its other clients (i.e., other
               than its Related Entities and Company) to whom
               Distributor then-currently provides distribution
               services for Videocassettes, such clients also
               deem any similar shipment of Videocassettes
               containing their product to have occurred in the
               accounting month in which such street date occurs. 
               In the case of any shipment other than an Early
               Shipment, Distributor shall send invoices to its
               customers in respect of Videocassettes or
               Interactive CDs embodying Company Product
               immediately following the shipment thereof; in the
               case of an Early Shipment, Distributor shall send
               invoices to its customers in respect of such early
               shipped Videocassettes immediately following the
               street date for such Videocassettes. 
               Notwithstanding any other provision of this
               Paragraph 4(a), with respect to Interactive CDs
               embodying Company Product, Distributor shall be
               under no obligation to render accountings to
               Company with respect to sales of such Interactive
               CDs, nor to remit any amounts to Company with
               respect to such sales, until thirty (30) days
               following Distributor's collection of payment for
               such Interactive CDs from Distributor's customers;
               provided Distributor will do all things reasonably
               necessary to maximize such collections from its
               customers as quickly as is possible consistent
               with Distributor's collection efforts on behalf of
               any Related Entities or other clients to whom
               Distributor then-currently provides distribution
               services of Interactive CDs containing their
               product." 

     d.   Discontinued Sales:   In subparagraph (i) of Paragraph
          4(f) of the Distribution Agreement, effective as of the
          date of this Fifth Amendment, the phrase "ninety (90)"
          shall be stricken and substituted in its place and
          stead shall be the word "one hundred eighty (180)".

     e.   Advance(s).  Paragraph 4(k) of the Distribution
          Agreement is hereby deleted in its entirety and
          substituted in its place and stead shall be the
          following:

               "So long as (i) Distributor shall have not
          received a Notice of Termination, (ii) a Default by
          Company shall not have occurred and be continuing under
          this Distribution Agreement, and (iii) an Event of
          Default (as defined in the Credit Agreement) by Company
          shall not have occurred and be continuing under the
          Credit Agreement, on or before five (5) business days
          following the full execution of this Fifth Amendment by
          Company and Distributor, Distributor shall advance to
          Company the sum of Ten Million Dollars ($10,000,000) as
          an additional advance chargeable against and to be
          recouped by deduction in computing the Net Proceeds
          becoming due and payable to Company hereunder in the
          manner described below (the 'Fourth Advance').  The
          Fourth Advance and interest thereon shall be recouped
          in twenty one (21) consecutive Monthly Deductions from
          Net Proceeds otherwise due Company hereunder, with the
          first Monthly Deduction by Distributor to be made
          against Net Proceeds which shall become due and payable
          to Company on October 25, 1996, and the last Monthly
          Deduction to be made against Net Proceeds which shall
          become due and payable to Company on June 26, 1998. 
          All twenty one (21) Monthly Deductions shall consist of
          equal payments of principal plus accrued interest at
          the Interest Rate.  The initial Interest Rate shall be
          the applicable Interest Rate on the date Distributor
          pays the Fourth Advance to Company hereunder which
          shall thereafter be adjusted on the first day of each
          calendar quarter during the Term commencing January 1,
          1997, to take account of any changes in Libor or the
          Prime Rate."

     f.   Credit Risk.  Notwithstanding anything to the contrary
          contained in the Distribution Agreement:

          i.   Pursuant to the Distribution Agreement,
               Distributor is fully responsible for the billing
               and collection of receivables (with all credit
               risk being borne by Distributor).  For purposes of
               clarification, "credit risk" shall mean any
               receivable which cannot be collected by
               Distributor due to a particular customer's
               inability to pay for any reason.  However, "credit
               risk" shall not include any receivable which
               cannot be collected by Distributor from a customer
               because of any bona fide disputes between Company
               and such customer over marketing or sales issues
               such as co-op advertising, returns or price
               protection (a "bona fide disputed receivable"),
               provided that, Distributor has sent to Company, to
               the attention of  Company's Chief Financial
               Officer, a reasonably detailed written advice of
               each such bona fide disputed receivable and,
               provided also that, as of the date of Company's
               Chief Financial Officer receipt of Distributor's
               written advice of any such bona fide disputed
               receivable, the particular customer is able to pay
               all its outstanding balances due Distributor. 
               Furthermore, if and to the extent a bona fide
               disputed receivable relates to any inventory of
               Company Product in the possession or constructive
               possession of a customer which such customer seeks
               to return, "credit risk" shall not include such
               receivable up to the amount of such inventory of
               Company Product which such customer is able to
               return to Distributor without any restriction or
               limitation as of the date of Company's Chief
               Financial Officer's receipt of Distributor's
               written advice thereof.  Distributor agrees to
               give to Company, to the attention of its Chief
               Financial Officer, prompt written advice of each
               and every bona fide disputed receivable. 
               Following Company's Chief Financial Officer's
               receipt of Distributor's written advice of any
               such bona fide disputed receivable, Company shall
               diligently pursue resolving the potential dispute
               directly with the applicable customer (with
               Distributor's cooperation if and to the extent
               reasonably requested by Company).  Notwithstanding
               anything herein contained to the contrary, if,
               within the ninety (90) days immediately following
               Company's Chief Financial Officer's receipt of
               such written advice of any such bona fide disputed
               receivable from Distributor, the receivables,
               including the bona fide disputed receivable, of
               the applicable customer cannot be collected due to
               such customer's inability to pay for any reason,
               then such bona fide disputed receivable will be
               deemed to be a receivable for which all credit
               risk is being borne solely by Distributor 
               hereunder.  Furthermore, if and to the extent a
               bona fide disputed receivable relates to any
               inventory of Company Product in the possession or
               constructive possession of a customer which such
               customer seeks to return,  and if, within ninety
               (90) days immediately following Company's Chief
               Financial Officer's receipt of such written advice
               of any such bona fide disputed receivable from
               Distributor, there shall exist any restriction or
               limitation upon such customer's ability to return
               to Distributor any of such inventory, then the
               amount of such bona fide disputed receivable in
               excess of the amount of such inventory which is
               returnable to Distributor without restriction or
               limitation will be deemed to be a receivable for
               which all credit risk is being borne solely by
               Distributor hereunder.  If Company fails or is
               unable to resolve any such potential dispute with
               the applicable customer within the ninety (90)
               days immediately following Company's Chief
               Financial Officer's receipt of Distributor's
               written advice of any such bona fide disputed
               receivable, then Company shall forever be
               responsible for resolving any such potential
               dispute with such particular customer and
               Distributor shall not be responsible for any
               inability to collect any or all of such bona fide
               disputed receivable provided if and to the extent
               Company's Chief Financial Officer was notified
               thereof in writing as aforesaid, irrespective of
               whether, at any time following said ninety (90)
               day period, either (A) the receivables, including
               any such bona fide disputed receivable set forth
               in Distributor's advice, of the applicable
               customer cannot be collected due to such
               customer's inability to pay for any reason; or (B)
               there are restrictions or limitations put on such
               customer's ability to return to Distributor the
               entire inventory of Company Product in the
               possession or constructive possession of such
               customer which is the subject matter of any such
               bona fide disputed receivable, if applicable.  In
               such event, following the expiration of the
               aforesaid ninety (90) day period, Distributor
               shall unconditionally and irrevocably assign,
               transfer and convey to Company all of
               Distributor's right, title and interest in and to
               that portion of such bona fide disputed receivable
               for which Company has responsibility pursuant to
               this subparagraph 1(f)(i) and Company shall have
               the sole and exclusive right to collect and retain
               one hundred percent (100%) of its portion of any
               such bona fide disputed receivable from such
               customer or to accept returns of Company Product
               from such customer that relate to such bona fide
               disputed receivable, if applicable.  If there is
               any such bona fide disputed receivable with any
               customer existing as of the date of the execution
               of this Fifth Amendment, then promptly following
               the execution hereof Distributor shall send
               written advice thereof to Company, to the
               attention of Company's Chief Financial Officer,
               and Company shall have ninety (90) days following
               its receipt of such advice to resolve any such
               dispute with the particular customer.  Distributor
               shall be responsible for directly resolving
               disputes with its customers over errors by
               Distributor in billing, pricing and/or shipments
               or similar issues.  Nothing contained in this
               subparagraph 1(f)(i) shall limit Distributor's
               right to accept returns from a customer in
               financial distress pursuant to the fifth sentence
               of Paragraph 6(a) of the Distribution Agreement
               and to credit such returns against the receivable
               owed by such customer.

          ii.  Company shall assume all credit risk for all sales
               of Company Product to a particular customer if the
               credit limit given by Distributor to such
               particular customer is exceeded as the result of
               any such sale, provided Company has approved the
               sale of such Company Product notwithstanding the
               fact that the customer's credit limit has been
               exceeded.  Distributor agrees to treat Company on
               an equal basis with all other companies, including
               its Related Entities, for whom Distributor
               distributes phonograph record and/or videocassette
               products (e.g., on a first ordered, first credit
               issued or other equally fair and non-
               discriminating basis) in determining which of
               Company's such orders are or are not within a
               particular customer's credit limit.  Distributor
               shall promptly advise Company's designated
               representatives for this purpose, presently either
               Roger Burlage, Ron Cushey, Robert Denton or Steven
               Mangel, if any sale of Company Product to a
               particular customer will cause such customer's
               credit limit to be exceeded.  Company shall always
               have the right to elect not to make such sale
               rather than assuming any bad debt risk therefor. 
               Distributor shall not ship Company Product
               pursuant to any order which if fulfilled would
               cause Company to bear any potential credit risk
               therefor under this subparagraph 1(d)(ii) unless
               and until Distributor receives written approval
               therefor from one of Company's designated
               representatives for this purpose.


2.   Miscellaneous.  Except as expressly or by necessary
     implication modified hereby, the Distribution Agreement
     shall remain in full force and effect.  This Fifth Amendment
     to License and Distribution Agreement may not be modified,
     amended or terminated without the written consent of all
     parties hereto.  This Fifth Amendment to License and
     Distribution Agreement may be executed in counterparts, each
     of which when taken together shall constitute one and the
     same agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this
Fifth Amendment to License and Distribution Agreement as of the
date hereinabove written.

Warner-Elektra-Atlantic Corporation, a New York corporation


By:  _______________________________

Its:   ______________________________

LIVE Film and Mediaworks Inc., a Delaware corporation
(formerly LIVE Home Video Inc. and
successor-in-interest to LIVE Film and Mediaworks Inc., 
a California corporation)


By:  _______________________________

Its: ______________________________


LIVE America Inc., a Delaware corporation  


By:  _______________________________

Its: ______________________________


Vestron Inc, a Delaware corporation


By:  _______________________________

Its: ______________________________


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