AMENDEMENT NO. 2

     Amendment No. 2 (this "Amendment"), dated as of May 12, 1999, to the Credit
Agreement (as amended, supplemented or otherwise modified from time to time, the
"Credit  Agreement"),  dated as of August 27, 1997, by and among VIDEO  SERVICES
CORPORATION,  VSC MAL CORP.,  the Lenders party  thereto,  and KEYBANK  NATIONAL
ASSOCIATION, as the Issuer and as the Agent.

                                    RECITALS

     I.  Capitalized  terms used herein which are not otherwise  defined  herein
shall have the respective meanings ascribed thereto in the Credit Agreement.

     II. The Borrower and the Agent wish to amend the Credit  Agreement upon the
terms, and subject to the conditions, herein contained.

     Therefore,  in  consideration  of the  Recitals,  the terms and  conditions
herein  contained  and other good and  valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged,  the Borrower and the Agent hereby
agree as follows:

     1.  Paragraph (a) of the  definition of  "Applicable  Margin"  contained in
Section 1.1(b) of the Credit Agreement is amended by adding the following at the
end thereof:

     During the period  commencing  on May 12,  1999 and ending on the last date
     that the  Compliance  Certificate  in respect of the fiscal  quarter  ended
     March 31, 1999 is due (but not overdue) in accordance  with Section 7.7(d),
     (i) with  respect  to  Revolving  Credit  Eurodollar  Advances,  Term  Loan
     Eurodollar  Advances  and the  Letter of  Credit  Fee,  2.5 00%,  (ii) with
     respect to the Commitment  Fee,  0.375%,  and (iii) with respect to all ABR
     Advances, 0.5 00%.

     2.  Paragraphs  (b)  and  (c)  of the  definition  of  "Applicable  Margin"
contained in Section 1.1(b) of the Credit  Agreement are amended and restated in
their entirety as follows:

     (b) Except as  otherwise  provided  in  paragraph  (a) above,  at all times
     during which the applicable  period set forth below is in effect:  (i) with
     respect to Revolving  Credit  Eurodollar  Advances and Term Loan Eurodollar
     Advances,   the  applicable  margin  set  forth  below  under  the  heading
     "Eurodollar",  (ii) with respect to ABR Advances, the applicable margin set
     forth below under the heading  "ABR",  (iii) with respect to the Commitment
     Fee,   the   applicable   margin  set  forth   below   under  the   heading
     "CommitmentFee",  and (iv) with  respect to the Letter of Credit  Fee,  the
     applicable margin set forth below under the heading "LC Fee":

          When the                                      Commitment
     Leverage Ratio is:     Eurodollar       ABR           Fee           LC Fee
     ---------------------------------------------------------------------------
          > 4.00              3.00%         0.50%         0.500%           3.00%
        > 3.75 <4.00          2.75%         0.50%         0.500%           2.75%
        > 3.30 <3.75          2.50%         0.50%         0.375%           2.50%
        > 3.00 <3.30          2.00%         0.00%         0.375%           2.00%
        > 2.50 <3.00          1.75%         0.00%         0.375%           1.75%
        > 2.00 <2.50          1.50%         0.00%         0.375%           1.50%
        > 1.25 <2.00          1.25%        (1.00%)        0.250%           1.25%
           <1.25              1.00%        (1.00%)        0.250%           1.00%

     (c)  Changes  in the  Applicable  Margin  resulting  from a  change  in the
Leverage Ratio shall become effective on the last date upon which the Compliance
Certificate  with  respect  to each  fiscal  quarter  is due (but  not  overdue)
pursuant to Section 7.7(d).

     3. The definition of "Adjusted  EBITDA"  contained in Section 1.1(b) of the
Credit Agreement is deleted in its entirety.

     4. The definition of "Capital  Expenditure"  contained in Section 1.1(b) of
the Credit Agreement is amended and restated in its entirety as follows:

     "Capital  Expenditures":  shall  mean,  with  respect to any Person for any
period,  (a) the  aggregate of all  expenditures  incurred by such Person during
that  period  which,  in  accordance  with GAAP,  are or should be  included  in
"additions to property,  plant or  equipment" or similar items  reflected in the
statement  of cash flows of such Person  (other than the portion of the purchase
price of any  Operating  Entity  which,  under  GAAP,  would be recorded as such
additions),  plus (b) for  purposes  of Section  8.6 only,  on and after July 1,
1999. the fair market value of Property subject to an operating lease determined
as of  the  time  such  Person  enters  into  or  renews  the  operating  lease.
Notwithstanding   anything  in  this   definition  to  the  contrary,   "Capital
Expenditure"  shall  exclude all Capital  Expenditures  of the  Borrower and the
Subsidiaries  during the fiscal  years 1998 and 1999  directly  attributable  to
establishing  a division  of Audio plus Video  International,  Inc.  on the West
coast of the  contiguous  part of the United States of America to the extent not
in excess of $5, 100,000 in the aggregate on a Consolidated basis.

     5. The  definition of "Fixed Charge  Coverage  Ratio"  contained in Section
1.1(b) of the Credit  Agreement  is amended by deleting the word  "Adjusted"  in
each place it appears therein.

     6. Clause (d) of the first  sentence of the  definition of "Fixed  Charges"
contained in Section  1.1(b) of the Credit  Agreement is amended and restated in
its entirety as follows:

          (d) all income taxes paid by the Borrower and the Subsidiaries  during
          such period net of all tax refunds  received by the  Borrower  and the
          Subsidiaries during such period.

     7.  Section  2.4(i) of the Credit  Agreement is amended and restated in its
entirety as follows:

          (i) in the case of  Revolving  Credit  Loans (x) through May 15, 1999,
          (a) for general  working  capital  purposes,  (b) up to $10,000,000 in
          aggregate principal amount, for Additional Permitted Acquisitions, and
          (c) to pay fees and expenses in  connection  with the Merger,  and (y)
          thereafter, for general working capital purposes, and

     8. Section 3.4(a) of the Credit Agreement is amended by deleting the phrase
"minus 1.00%" appearing  therein and inserting in its place the phrase "plus the
Applicable Margin".

     9.  Section  7.11 of the Credit  Agreement  is amended and  restated in its
entirety as follows:

               7.11 Leverage Ratio

               At each fiscal quarter end occurring during each period set forth
          below,  have a  Leverage  Ratio not  greater  than the ratio set forth
          adjacent to such period:

                              Period                           Ratio
                              ------                           -----

                       September 30, 1997 through
                       March31, 1998                         3.00:1.00

                       April 1, 1998 through
                       December31, 1998                      3.30:1.00

                       January 1, 1999 through
                       March31, 1999                         4.00:1.00

                       April 1, 1999 through
                       June 30, 1999                         4.35:1.00

                       July 1, 1999 through
                       September 30, 1999                    4.25:1.00

                       October 1, 1999 through
                       December31, 1999                      4.00:1.00

                       January 1, 2000 through
                       March31,2000                          3.50:1.00

                       April 1,2000 through
                       March 3l,2001                          3.00:1.00

                       April 1,2001 through
                       March 31, 2002                         2.50:1.00

                       April 1,2002
                       and thereafter                        2.00:1.00

     10.  Section  7.12 of the Credit  Agreement  is amended and restated in its
entirety as follows:

               7.12 Fixed Charge Coverage Ratio

               At each fiscal quarter end occurring during each period set forth
          below,  have a Fixed Charge Coverage Ratio not less than the ratio set
          forth adjacent to such period:

                              Period                           Ratio
                              ------                           -----

                       September 30, 1997 through
                       June 30, 1998                         1.00:1.00

                       July 1, 1998 through
                       September 30, 1998                     0.90:1.00

                       October 1, 1998 through
                       December 31. 1998                      0.80:1.00

                       January 1.1999 and
                       thereafter                            1.00:1.00


     11.  Section  7.13 of the Credit  Agreement  is amended and restated in its
entirety as follows:

          7.13 Minimum Net Worth

          At each fiscal quarter end during each period set forth below,  have a
     Net Worth equal to no less than the amount set forth below adjacent to such
     period:

                              Period                           Net Worth
                              ------                           ---------

                       January 1, I999 through
                       March 31, 1999                        $19,000,000

                       April 1, 1999 through
                       March 31, 2000                       $18,500,000

                       April 1,2000 through
                       March 31, 2001                        $19,000,000

                       April 1,2001 through
                       March 31, 2002                         $19,500,000

                       April 1,2002 and
                       thereafter                            $20,000,000


     For purposes of this Section 7.13,  "Net Worth" shall mean, as of any date,
     (i) all  assets of the  Borrower  and the  Subsidiaries  on a  Consolidated
     basis, minus (ii) all liabilities of the Borrower and the Subsidiaries on a
     Consolidated basis.

     12.  Section 8.4(e) of the Credit Agreement is deleted in its entirety.

     13.  Section 8.6(a) of the Credit  Agreement is amended by replacing all of
          the text thereof following the amount  "$8,000,000"  appearing therein
          with the following:

     (y)  in respect of the fiscal year ending June 30, 1999. $1 0.000,000,  and
          (z) in respect of each fiscal year ending after June 30, 1999, the sum
          of $6.000,000 plus, for purposes of this clause (z) only, the net cash
          proceeds, if any, received by the Borrower and the Subsidiaries during
          such fiscal year arising out of equipment dispositions by the Borrower
          and the Subsidiaries.

     14.  Paragraphs 1 - 13 of this Amendment  shall not be effective until such
date as each of the following conditions shall have been satisfied:

          (a)  Required  Lenders  shall  have  consented  to the  execution  and
          delivery hereof by the Agent.

          (b) The Borrower shall have paid to the Agent,  for the account of the
          Lenders pro rata based upon their  respective  credit  exposures under
          the Credit Agreement, an amendment fee in the sum of $100,000.

          (c) The Borrower shall have paid the reasonable fees and disbursements
          of Special Counsel incurred in connection with this Amendment.

     15.  The  Borrower  hereby  (a)  reaffirms  and  admits  the  validity  and
enforceability  of all the Loan Documents and its  obligations  thereunder,  (b)
agrees and admits that it has no valid  defenses to or offsets  against any such
obligation, (c) represents and warrants that, immediately after giving effect to
this  Amendment,  no Default or Event of Default has occurred or is  continuing,
(d) agrees to pay the reasonable  fees and  disbursements  of Special Counsel to
the Agent incurred in connection with the  preparation,  negotiation and closing
of  this   Amendment,   and  (e)  represents  and  warrants  that  each  of  the
representations  and  warranties  made by it in the Loan  Documents  is true and
correct with the same effect as though such representation and warranty had been
made on the date hereof.

     16. In all other  respects,  the Loan Documents  shall remain in full force
and effect,  and no  amendment  in respect of any term or  condition of any Loan
Document  contained  herein shall be deemed to be an amendment in respect of any
other term or condition contained in any Loan Document.

     17. This  Amendment  may be executed in any number of  counterparts  all of
which, taken together,  shall constitute one Amendment.  In making proof of this
Amendment,  it shall only be necessary to produce the  counterpart  executed and
delivered by the party to be charged.

     18. THIS  AMENDMENT IS BEING  EXECUTED AND DELIVERED IN, AND IS INTENDED TO
BE PERFORMED IN, THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCEABLE IN
ACCORDANCE WITH, AND BE GOVERNED BY, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

<PAGE>

                                AMENDMENT NO. 2
                         VIDEO SERVICES CREDIT AGREEMENT


                                   VIDEO SERVICES CORPORATION


                                   By:/s/Steven G Crane
                                   Name:Steven G. Crane
                                   Title:Vice President & CFO


                                   VSC MAL CORP.


                                   By:/s/Steven G Crane
                                   Name:Steven G. Crane
                                   Title:Vice President & CFO
<PAGE>

                                 AMENDMENT NO. 2
                         VIDEO SERVICES CREDIT AGREEMENT


                                   KEYBANK NATIONAL ASSOCIATION, in its
                                   capacity as a Lender, as the
                                   Issuer, and as the Agent


                                   By:/s/Brendan Sachtjen
                                   Name:Brendan Sachtjen
                                   Title:Senior Vice President


                                   SUMMIT BANK
                                   By:/s/J Gregory Lageman
                                   Name:J Gregory Lageman
                                   Title:Vice President