Exhibit 10.7


                                UNSI Corporation
                       c/o Forstmann-Leff Associates, Inc.
                               55 East 52nd Street
                            New York, New York 10055




                                  June 27, 1996



Mr. Peter A. Lusk
447 East 57th Street
New York, New York 10022

Dear Mr. Lusk:

                  Pursuant to the Note Purchase Agreement dated March 21, 1996
(the "Agreement") between Live Picture, Inc., a California corporation ("Live
Picture"), and UNSI Corporation, a Delaware corporation ("UNSI"), UNSI purchased
Live Picture's $350,000 principal amount convertible promissory note dated March
21, 1996 (the "Note") and warrants (the "Warrants") to acquire capital stock of
Live Picture. Live Picture is currently conducting a private placement offering
of shares of its Series C Preferred Stock (the "Preferred Stock") at a price of
$2.00 per share. In accordance with the Agreement, UNSI has decided to exercise
its rights to exchange and/or convert the Note's principal and accrued interest
for shares of Live Picture's Preferred Stock (the "Securities") at the rate of
$1.80 per share. To ensure liquidity of its position in the Securities, you
hereby grant UNSI an option to sell the Securities to you in consideration for
having the option to purchase the Securities from UNSI on the terms and
conditions set forth herein.

                  1. UNSI shall have the right to sell to you, and you shall
have the right to purchase from UNSI, at any time after the date hereof and
prior to July 1, 1998, some or all of the Securities at the purchase prices per
share set forth below. During the period commencing the date hereof through
December 31, 1996, your purchase price to purchase the Securities from UNSI
shall equal $2.00 per share (subject to adjustment in the event of a stock
dividend, stock split, recombination or like occurrence) and for each successive
six month period thereafter (through June 30, 1998), such purchase price shall
increase an additional $.20 per share (subject to adjustment in the event of a
stock dividend, stock split, recombination or like occurrence). During the
period commencing the date hereof through June 30,


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Mr. Peter A. Lusk
June 27, 1996
Page 2


1998, UNSI shall be entitled to sell you the Securities at a purchase price
equal to $1.80 per share (subject to adjustment in the event of a stock
dividend, stock split, recombination or like occurrence). The foregoing rights
shall be exercised by a written notice and the closing of any purchase or sale
pursuant to either party's exercise of its respective options shall occur as
promptly as practicable, and in any event within fifteen (15) business days
after the date such notice is delivered.

                  2. All notices, requests and demands are to be given or made
to the parties at the addresses set forth above or to such other address as
either party may designate by notice in accordance with the provisions of this
paragraph and shall be deemed on the date notice is sent by certified mail, hand
delivery or facsimile telecopy. This agreement and the legal relations between
the parties hereto shall be governed by and construed in accordance with the
laws of the State of New York, applicable to contracts made and to be enforced
in such state.

                  Kindly acknowledge your agreement to the foregoing by signing
your name where indicated below.


                                          UNSI Corporation


                                          By: /s/Kenneth L. Dowd
                                              Kenneth L. Dowd, Jr., President



/s/ Peter A. Lusk
    Peter A. Lusk

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