Amendment No. 1 to Credit Agreement

                                   dated as of
                                  June 30, 2000

                                  by and among

                           Video Services Corporation,
                           and its direct and indirect
              subsidiaries listed on the signature pages hereto, as
                         Borrower and/or Credit Parties


                            The Lenders Party Hereto,
                                   as Lenders


                      General Electric Capital Corporation,
                                  as Term Agent
                                      and
                              Administrative Agent

                                       and

                          Keybank National Association,
                                as Revolver Agent


<PAGE>

                       Amendment No. 1 to Credit Agreement


     This Amendment No. 1 to Credit Agreement  (the"Amendment") dated as of June
30,  2000  ("Amendment   Closing  Date"),  made  by  and  among  Video  Services
Corporation,  a  Delaware  corporation,  and  each of its  direct  and  indirect
subsidiaries listed on the signature pages hereto as "Borrowers"  (collectively,
the "Borrowers"  and each  individually  as the  "Borrower"),  each of the other
credit  parties  hereto (the  Borrower  and such other credit  parties,  "Credit
Parties"),  each of the Lenders  signatory  hereto and those  Persons who become
lenders in  accordance  with the terms and  conditions  of the Credit  Agreement
referred  to below  (each a  "Lender,"  and  collectively,  "Lenders"),  General
Electric Capital Corporation,  a New York corporation ("G.E.  Capital"), as Term
Agent and Administrative Agent under the Credit Agreement,  and KeyBank National
Association ("KeyBank"),  as revolver agent for the applicable Lenders under the
Credit Agreement (collectively, with G.E. Capital, the "Agents").

     Whereas,  Borrowers, Credit Parties, Agents and Lenders are parties to that
certain  Credit  Agreement  dated as of  June 30,  2000  (the  "Original  Credit
Agreement";  the Original Credit Agreement,  as amended hereby,  and as same may
hereafter  be  amended  from  time  to  time  is  referred  to  as  the  "Credit
Agreement");

     Whereas,  Borrowers,  Credit  Parties,  Agents and Lenders are agreeable to
making certain  amendments and revisions to the Original  Credit  Agreement upon
the terms and conditions set forth herein.

     Now, Therefore,  in consideration of the foregoing premises, and the mutual
covenants  contained herein,  the parties hereto hereby agree that the foregoing
recitals are true and correct and incorporated herein, and as follows:

     Section 1.          AMENDMENTS AND CORRECTIONS TO OUTSTANDING INDEBTEDNESS,
                         LIENS, WAIVER OF EXISTING DEFAULTS AND RESERVATION OF
                         RIGHTS.

     (a) (i) Part 1.1 (a)(ii)(A) of Section 1.1 of the Original Credit Agreement
     is hereby  amended by  replacing  "39 months  after the Closing  Date" with
     "July 1, 2003".

                  (ii) Parts  1.1(b)(i) and (ii) and  1.1(c)(iii) of Section 1.1
          of the Original Credit Agreement are hereby amended by the deletion of
          the date "July 1, 2000" set forth in each section and  substitution of
          the date October 1, 2000 therefor.

                  (iii) Section  1.1(c)(iii)  is hereby amended by replacing the
          reference to 50% in the phrase "1/4 of 50% of the remaining  principal
          balance as of July 1,  2006" with 100%,  and the date April 1, 2007 in
          the  phrase  "July 1, 2006 and on the first  day of each  three  month
          period  thereafter  through and including April 1, 2007" with the date
          July 1, 2007.

                  (iv) The definition of the term "Commitment  Termination Date"
          set forth in Annex  "A" to  Credit  Agreement  is  hereby  amended  by
          replacing  "39 months"  with "July 1, 2003" in each of part (i)(A) and
          part (ii)(A) of such  definition,  and by  replacing  "63 months" with
          "July 1, 2005" in part (iii)(A) of such definition.

                  (v) The definitions of "Working Capital  Termination  Date" is
          hereby amended by deleting the number "39" therefrom and  substituting
          the number "36" therefor.

     (b)  Each Borrower and each Credit Party acknowledges and agrees that it is
     truly and justly indebted to Agents and Lenders under the Credit  Agreement
     and the other Loan  Documents.  Each Borrower and other Credit Party agrees
     that it has no, and hereby  expressly  waives  all,  offsets,  defenses  or
     counterclaims  to the payment of the  Obligations or the  performance by it
     under the Credit  Agreement  and the other Loan  Documents.  Further,  each
     Borrower  and Credit  Party  agrees  that it has no,  and hereby  expressly
     waives  all,  claims of any  nature  whatsoever  against  the Agents or the
     Lenders,  their respective parents,  subsidiaries,  affiliates,  divisions,
     officers, directors,  employees, agents, counsel, stockholders,  successors
     or  assigns,  arising  out of or  related  to  the  Obligations,  the  Loan
     Documents or otherwise.

     (c)  Borrower  acknowledges  and  agrees  that each  Agent and each  Lender
     continue to reserve and preserve any and all rights and remedies  under all
     applicable Loan Documents and law, and no failure,  delay or discontinuance
     on the part of either Agent or any Lender in exercising any right, power or
     remedy hereunder shall operate as a waiver thereof, nor shall any single or
     partial  exercise of any such right,  power or remedy preclude any other or
     further  exercise  thereof  or the  exercise  of any other  right  power or
     remedy,  and that entry into this  Amendment  shall not obligate the Lender
     Group to hereafter amend any term or condition of the Loan Documents, or to
     consent to any departure from, or to waive, any of the terms and conditions
     of the Loan Documents or any Default or Event of Default.

     (d)  In addition to any other Defaults or Events of Default which may occur
     under the Loan  Documents,  the  occurrence of any of the  following  shall
     constitute  an Event of Default:  (i) any failure by a Borrower or a Credit
     Party to observe or perform any of the terms or  conditions  to be observed
     or performed  pursuant to this Amendment,  and (ii) any  representation  or
     warranty made by any Borrower or Credit Party in this  Amendment,  shall be
     false,  misleading,  or incomplete,  in any material respect as of the time
     when made.

     Section 2.          Representations, Warranties and Covenants; Confirmation
                         of Certain Loan Documents.

     (a) Without  limiting the  generality of the  provisions of this Section 2,
     each Credit Party hereby  represents  and warrants to Agents and Lenders as
     follows:

          (i) The  representations and warranties of each Credit Party contained
          in the Credit Agreement,  as amended hereby,  the other Loan Documents
          or in any other  document or  instrument  delivered  pursuant to or in
          connection  with the Credit  Agreement were true and correct when made
          and continue to be true and correct on the date hereof (except as such
          representations  and  warranties  are  affected  by  the  transactions
          contemplated  hereby and changes  occurring in the ordinary  course of
          business that singly or in the aggregate are not  materially  adverse,
          and to the extent  that such  representations  and  warranties  relate
          expressly to any earlier date) and, immediately after giving effect to
          this  Amendment  and at all times  thereafter,  no Default or Event of
          Default has occurred and is continuing.

          (ii) The execution,  delivery and  performance by each Credit Party of
          this Amendment and the transactions contemplated hereby (A) are within
          the  corporate  authority  of each  Credit  Party,  (B) have been duly
          authorized by all necessary corporate proceedings, (C) do not conflict
          with or result in any breach or  contravention  of any  provisions  of
          law, statute,  rule or regulation to which each Credit Party or any of
          their   Subsidiaries  are  subject  or  any  judgment,   order,  writ,
          injunction,  license or permit  applicable to each Credit Party or any
          of their  Subsidiaries,  and (D) do not conflict with any provision of
          the  corporate  charter  or  by-laws  of,  or any  agreement  or other
          instrument   binding   upon,   each  Credit  Party  or  any  of  their
          Subsidiaries.

          (iii)  This  Amendment,  the  Credit  Agreement  and  the  other  Loan
          Documents as amended hereby  constitute  the legal,  valid and binding
          obligations  of each Credit  Party,  enforceable  against  each Credit
          Party in accordance with their respective terms.


          (iv) Each party  executing  this  Amendment  (other  than Agent or any
          Lender)  agrees that it shall and shall cause each other party  hereto
          (other than Agent or any Lender) to, at such Persons expense and upon
          request  of  Agent,  duly  execute  and  deliver,  or cause to be duly
          executed and delivered,  to Agent and Lender, such further instruments
          and do and cause to be done such  further  acts as may be necessary or
          proper  in  the  reasonable   opinion  of  Agent  to  carry  out  more
          effectively the provisions and purposes of this Amendment or any other
          Loan Document.

     (b)  Without limiting the generality of the provisions of this Section 2:

          (i)  Each  Credit  Party  hereby  ratifies  and  confirms  each of the
          respective  Collateral  Documents  and pledges of  security  interests
          granted  thereby to secure the  Obligations of each Credit Party under
          the Credit Agreement, as amended hereby, and the Notes.

          (ii) Each Credit Party who is a Guarantor hereby ratifies and confirms
          that its  respective  Guaranty,  together with any  documents  related
          thereto, the obligations undertaken thereunder, the security interests
          granted  thereby and the waiver of rights  effectuated  thereby  shall
          remain in full force and effect and extend to the Credit Agreement, as
          amended hereby, and to the Notes.

          (iii) Except as expressly  otherwise provided herein, all of the terms
          and conditions of the Credit  Agreement and other Loan Documents shall
          remain in full force and effect.

     Section 3. CONDITIONS PRECEDENT.

     (a) Conditions to Initial Effectiveness.  Neither the Agents nor any Lender
     shall be  obligated  to make or to take,  fulfill  or  perform  any  action
     hereunder,  until and unless this  Amendment or  counterparts  hereof shall
     have been duly executed by, and delivered to, each Credit Party,  Agent and
     Lenders.

     Section 4.          Miscellaneous.

     (a) Governing  Law.  Except as otherwise  expressly  provided in any of the
     Loan  Documents,  in all respects,  including all matters of  construction,
     validity  and  performance,  the  Amendment  and the  obligations  shall be
     governed by, and construed and enforced in accordance with, the laws of the
     State of New York  applicable to contracts made and performed in that State
     and any applicable laws of the United States of America.  Each Credit Party
     hereby  consents and agrees that the State or federal courts located in New
     York county,  city of New York, New York shall have exclusive  jurisdiction
     to hear and  determine  any claims or disputes  between or among the Credit
     Parties,  Agent or any Lender  pertaining  to this  Amendment or any of the
     other Loan  Documents  or to any matter  arising out of or relating to this
     Amendment or any of the other Loan Documents,  provided,  that Agent,  each
     Lender and the  Credit  Parties  acknowledge  that any  appeals  from those
     courts may have to be heard by a court located  outside of New York county,
     city of New York, New York and, provided, further nothing in this Amendment
     shall be deemed or operate to preclude  Lender from bringing suit or taking
     other legal action in any other  jurisdiction  to realize on the Collateral
     or any other  security  for the  Obligations,  or to enforce a judgment  or
     other  court  order in favor of Agent  or any  Lender.  Each  Credit  Party
     expressly  submits  and  consents  in advance to such  jurisdiction  in any
     action or suit  commenced  in any such court,  and each Credit Party hereby
     waives any  objection  which such Credit  Party may have based upon lack of
     personal  jurisdiction,  improper  venue or forum non conveniens and hereby
     consents  to the  granting of such legal or  equitable  relief as is deemed
     appropriate by such court. Each Credit Party hereby waives personal service
     of the summons,  complaint and other  process  issued in any such action or
     suit and agrees that service of such summons,  complaints and other process
     may be made by registered or certified  mail addressed to such Credit Party
     at the  address  set  forth in  Annex H of the  Credit  Agreement  and that
     service so made shall be deemed  completed  upon the earlier of such Credit
     Party's actual receipt  thereof or three (3) days after deposit in the U.S.
     mails, proper postage prepaid.

     (b) Waiver of Jury  Trial.  Because  disputes  arising in  connection  with
     complex financial  transactions are most quickly and economically  resolved
     by an experienced and expert person and the parties wish  applicable  State
     and federal laws to apply  (rather  than  arbitration  rules),  the parties
     desire that their disputes be resolved by a judge applying such  applicable
     laws.  Therefore,  to achieve the best  combination  of the benefits of the
     judicial system and of  arbitration,  the parties hereto waive all right to
     trial by jury in any action,  suit,  or  proceeding  brought to resolve any
     dispute, whether sounding in contract, tort or otherwise,  among Lender and
     any Credit Party arising out of, connected with,  related to, or incidental
     to the  relationship  established  among  them  in  connection  with,  this
     Amendment or any of the other Loan  Documents or the  transactions  related
     thereto.

     (c) Counterparts.  This Amendment may be executed in any number of separate
     counterparts,  each of which shall  collectively and separately  constitute
     one agreement.

     (d) Construction of Amendment,  etc. This Amendment  constitutes a part of,
     and shall be construed in connection  with, the Credit  Agreement,  and all
     terms, covenants, conditions,  representations and warranties therein shall
     remain in full force in effect and are incorporated  herein by reference as
     if fully set forth herein.  This Amendment  represents the entire agreement
     and understanding  concerning the subject matter hereof between the parties
     hereto,   and  supersedes  all  other  prior  agreements,   understandings,
     negotiations and  discussions,  representations,  warranties,  commitments,
     proposals,  offers and  contracts  concerning  the subject  matter  hereof,
     whether oral or written.  In the event of any  inconsistencies  between the
     provisions of this  Amendment and  elsewhere in the Credit  Agreement,  the
     provisions of this Amendment shall in all respects govern and control.

     (e) No  Novation;  Ratification.  This  Amendment  is not a novation of the
     Credit  Agreement or other existing Loan Documents  except as expressly set
     forth in this Amendment.  The parties agree that except as modified herein,
     all terms,  conditions,  rights and obligations  under the Credit Agreement
     and all other Loan  Documents  are hereby  reaffirmed  and shall  otherwise
     remain in full force and effect as originally  written and agreed. The Loan
     Documents, including, without limitation, this Amendment and any other Loan
     Documents  entered into in connection  herewith  shall be construed to give
     Agents and Lenders the greatest  possible  cumulative  rights and remedies;
     should there by any apparent  conflict  between this Amendment,  the Credit
     Agreement or any other Loan Documents, this principle of construction shall
     apply.

     Section 5.        Defined Terms.

     Capitalized  terms not  otherwise  defined  herein  shall have the meanings
     ascribed to them in the Credit Agreement or the other Loan Documents.

     IN WITNESS  WHEREOF,  this  Amendment has been duly executed as of the date
     first written above.

                                BORROWERS:

                                VIDEO SERVICES CORPORATION
                                     as Borrower, Borrower Representative and
                                     Credit Party


/s/ Michael E. Fairbourne       Video Services Corporation
Michael E. Fairbourne           Senior Vice President - Administration

/s/ Michael E. Fairbourne       AF Associates Inc.
Michael E. Fairbourne           Vice President - Administration


/s/ Michael E. Fairbourne       AFA Products Group, Inc.
Michael E. Fairbourne           Vice President - Administration


/s/ Michael E. Fairbourne       Audio Plus Video International, Inc.
Michael E. Fairbourne           Vice President - Administration


/s/ Michael E. Fairbourne       Atlantic Satellite Communications, Inc.
Michael E. Fairbourne           Vice President - Administration


/s/ Michael E. Fairbourne       Cabana Corp.
Michael E. Fairbourne           Vice President - Administration


/s/ Michael E. Fairbourne       International Post Finance Limited
Michael E. Fairbourne           President


/s/ Michael E. Fairbourne       International Post Leasing Limited
Michael E. Fairbourne           Vice President - Administration


/s/ Michael E. Fairbourne       Manhattan Transfer/Edit, Inc.
Michael E. Fairbourne           Vice President - Administration


/s/ Michael E. Fairbourne       The Post Edge, Inc.
Michael E. Fairbourne           Vice President - Administration


/s/ Michael E. Fairbourne       Video Rentals, Inc.
Michael E. Fairbourne           Vice President - Administration

<PAGE>

                                 CREDIT PARTIES:

     Each Credit Party indicated below hereby  acknowledges  and consents to the
terms and conditions of the foregoing  Amendment.  Each Credit Party agrees that
its respective Guaranty dated June 30, 2000, made by the Credit Parties in favor
of  Lenders  and all other Loan  Documents  to which it is a party is, and shall
remain,  in full force and effect until all Loan Documents have been  terminated
and all Obligations have been paid and satisfied in full.

     As a further  inducement to Agents and Lenders entering into the Amendment,
each such Credit  Party does hereby  release  and forever  discharge  Agents and
Lenders and all participants,  if any, with Lenders in the Obligations, and each
and every one of their directors,  officers, employees,  representatives,  legal
counsel, agents, parents,  subsidiaries and affiliates,  and persons employed or
engaged by them, whether past or present (hereinafter  collectively  referred to
as the  "Lender  Releasees"),  of and from  all  actions,  agreements,  damages,
judgments,  claims,  counterclaims,   and  demands  whatsoever,   liquidated  or
unliquidated,  contingent  or fixed,  determined or  undetermined,  at law or in
equity, which the Borrowers, the other Credit Parties, or any of them, have had,
now have, or may have against the Lender Releasees, or any of them, for, upon or
by reason of any matter, cause or thing whatsoever to the date of the Amendment,
whether  arising  out of,  related  to or  pertaining  to the  Obligations,  the
Guaranty,  or  any  other  Loan  Document,   or  otherwise,   including  without
limitation,  the  negotiation,  closing,  administration,  and  funding  of  the
Obligations and the Loan Documents,  any declaration of, or actions or inactions
taken or not taken in respect of, the Existing  Events of Default,  or any other
Defaults or Events of Default,  or any  collection or recovery  efforts taken in
respect of the Obligations.

     To this  effect,  each  Credit  Party  named  below  represents,  warrants,
acknowledges and agrees that it has no and hereby waives all, claims,  defenses,
offsets and  counterclaims  it has had,  now has, or may have to the payment and
performance of its respective Obligations under its respective Guaranty.

     Each Credit Party named below  acknowledges  that the  provisions set forth
above are a  material  inducement  for  Agents  and  Lenders  entering  into the
Amendment.

/s/ Michael E. Fairbourne       IPL 235 Corp.
Michael Fairbourne              President


/s/ Michael E. Fairbourne       VSC EXPRESS CoURIER, INC.
Michael E. Fairbourne           Vice President - Administration


/s/ Michael E. Fairbourne       VSC CORPORATION
Michael E. Fairbourne           Vice President - Administration


                                LENDERS:

/s/ Ann Naegele                 GENERAL ELECTRIC CAPITAL CORPORATION,
Ann Naegele                     as Term Agent
                                Vice President - Risk Manager


/s/ Craig Kineade               KEYBANK NATIONAL ASSOCIATION,
Craig Kineade                   as Revolver Agent
                                Vice President


/s/ Ann Naegele                 GENERAL ELECTRIC CAPITAL CORPORATION,
Ann Naegele                     as Lender
                                Vice President - Risk Manager


/s/ Craig Kineade               KEYBANK NATIONAL ASSOCIATION,
Craig Kineade                   as Lender
                                Vice President


/s/ Andrew DeTullio             SUMMIT BANK,
Andrew DeTullio                 as Lender
                                Vice President