<PAGE>

LEASE INTENDED AS SECURITY ("Lease") dated as of November 3,
 1997, between BA LEASING & CAPITAL CORPORATION, a California
 corporation with its principal office at 555 California Street, San Francisco
, California, 94104 ("Lessor") and TODD-AO STUDIOS WEST, a
 California corporation, with its principal office at 3000 Olympic Boulevard,
 Building One, Santa Monica, CA 90404 ("Lessee").

Lessor agrees to acquire and lease and sell to Lessee and Lessee agrees to
hire and purchase from Lessor certain personal property (the "Units" and
 individually a "Unit") described in the Appendix (the "Appendix") attached
 hereto and made a part hereof, on the terms and conditions set forth herein
 and in the Appendix.

Section 1.   Procurement, Delivery and Acceptance.

1.1  On a date or dates to be agreed upon by Lessor and Lessee
(individually a "Delivery Date"), Lessor will purchase from and lease back
 to Lessee for an amount equal to the agreed upon value of the Units, and
 Lessee will sell to and lease back from Lessor each Unit, but all Delivery
 Dates for such Units must be during the Utilization Period set forth in the
 Appendix.

1.2  The obligation of Lessor to pay for each Unit is subject to the
following conditions:

(a)  Lessee shall have delivered to Lessor not earlier than the tenth
(10th) and not later than the fifth (5th) Business Day (as defined in
 Paragraph F of the Appendix) prior to the proposed Delivery Date, an
 irrevocable notice (a "Delivery Date Notice") substantially in the form of
 Exhibit A, specifying (i) the proposed Delivery Date, (ii) a description of
 each Unit to be purchased on such Delivery Date and the location thereof,
 (iii) the aggregate Purchase Price of such Units, and (iv) wire transfer
 instructions for the disbursement of funds;

(b)  At least three (3) Business Days prior to any Delivery Date, Lessor
shall have received an Appraisal to its satisfaction opining:
     (i)  as to the appraised value of the Units to be purchased on
such Delivery Date in each case on such Delivery Date and at the end of the
 applicable Base Term and all applicable Renewal Terms; and
     (ii) that the average remaining economic useful lives of Units
subject to each Schedule are not less than seven (7) years.

     (c)  Lessee shall have accepted the Unit on its Delivery Date
and executed and delivered to Lessor for each Unit accepted by Lessee, a
 Lease Schedule and Acceptance Certificate in the form of Exhibit B (a
 "Schedule") confirming the Delivery Date of the Unit and the acceptance of
 the Unit as of its Delivery Date.  Each Schedule to be executed and
 delivered by Lessee on each Delivery Date shall set forth:
     (i)  in Annex I thereto, a description of and the Purchase Price
 for the Units; and
     (ii) in Annex II thereto, the Interim Rent, the Applicable
Percentage Amounts, a schedule of the installments of Fixed Rent, the

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 Payment Dates therefor payable during the Base Term and during each
 Renewal Term, the Schedule Balance of such Schedule as of the Delivery
 Date therefor and as of each Payment Date in the Base Term and each
 Renewal Term, assuming in each case that all installments of Fixed Rent
 due and payable thereunder to and including such Payment date have been
 paid;
Annex I and II to each Schedule shall be prepared by Lessor, and the items
set forth by Lessor in such Schedules shall be conclusive and binding upon
 Lessee for all purposes hereunder;


(d)  Its Delivery Date shall be during the Utilization Period set forth in
the Appendix;

     (e)  On or prior to each Delivery Date, Lessor shall have
 received from Lessee duly executed UCC financing statements, and such
 financing statements shall have been filed in all places deemed necessary
or desirable by Lessor in order to perfect the security interest granted
pursuant to the Lease with respect to the Units and any related collateral
 being delivered on such Delivery Date;

     (f)  a Consent to Removal in the form of Exhibit C for the
 Units located on the Site applicable to each Delivery Date;

     (g)  There shall exist no Event of Default nor any event which,
 with notice or lapse of time or both, would become an Event of Default (a
"Default");

     (h)  On or before its Delivery Date, Lessee shall execute and
 deliver to Lessor a Bill of Sale in the form of Exhibit D with respect to the
 Unit, dated that Delivery Date;

     (i)  Lessor shall receive evidence, satisfactory to Lessor, that
 each Unit is free and clear of all claims, liens, security interests and
 encumbrances;

     (j)  On or prior to each Delivery Date, Lessee shall have paid
to Lessor any Transaction Costs not previously paid;

     (k)  Each of the representations and warranties made by
 Lessee hereunder shall be true on and as of each Delivery Date;

     (l)  no material adverse change in Lessee's financial condition
 shall have occurred since the date hereof;
resolution of any environmental issues; and.

(n)  Lessor shall have received a Guaranty (the "Guaranty") in the form
 of Exhibit G executed by Todd-AO Corporation (the "Guarantor").
If any of the foregoing conditions is not met with respect to any such Unit,
 Lessor shall have no obligation to either Lessee or any third party to pay the
 purchase price for such Unit.

Any attempted or purported sale of a Unit by Lessee to Lessor after its
Delivery Date shall not be effective whether or not accepted by Lessor, and
 Lessor shall not incur any obligations with respect to the Unit, including the
 obligation to pay for the Unit.

1.3  Lessee represents, warrants and covenants with respect to each

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 Unit that (a) Lessee has the right to sell the Unit as set forth herein, (b)
 both the Unit and Lessee's rights, title and interest in the Unit are, or
will be as of its Delivery Date, free from all claims, liens, security
interests and encumbrances, (c) Lessee will defend the sale against claims and
demands  of all persons and (d) the Purchase Price of the Unit is equal to its
 fair market value at the time of the sale.

1.4  As soon as possible, but no later than the first Delivery Date,
 Lessee shall deliver to Lessor the following documents, in form and
 substance satisfactory to Lessor:

(a)  a certificate evidencing Lessee's authority to enter into and perform
 its obligations under this Lease;

(b)  a certificate as to the incumbency of the person or persons
 authorized to execute and deliver this Lease and any other agreements or
 documents required hereunder, including specimen signatures of such
 persons;

(c)  certificates of insurance, including loss payable and other
 endorsements complying with, or other evidence acceptable to Lessor that
 Lessee has complied with, Section 7;

(d)  opinions of counsel to Lessee and Guarantor, substantially in the
 forms of Exhibit E; and

(e)  any other documents specified in the Appendix and such other
 documents as Lessor may reasonably request.

Section 2.  Term, Rent and Payment.

2.1  The term of this Lease as to each Unit shall commence on its
 Delivery Date and continue as specified in the Appendix.

2.2  Lessee shall pay to Lessor rent for each Unit in the amounts and at
 the times set forth in the Appendix.

2.3  Rent and all other sums due Lessor hereunder shall be paid at the
 principal office of Lessor set forth above.

2.4  This Lease is a net lease and Lessee shall not be entitled to any
 abatement or reduction of rent or any setoff against rent, whether arising by
 reason of any past, present or future claim of any nature by Lessee against
 Lessor or otherwise.  Except as otherwise expressly provided herein, this
 Lease shall not terminate, nor shall the obligations of Lessor or Lessee be
 otherwise affected by reason of (a) any defect in, damage to, loss of
 possession or use or destruction of any Unit, however caused, (b) the
 attachment of any lien, encumbrance, security interest or other right or
 claim of any third party to any Unit, (c) any prohibition or restriction
 of or interference with Lessee's use of the Unit by any person or entity,
 (d) the insolvency of or the commencement by or against Lessee of any
 bankruptcy, reorganization or similar proceeding, or (e) any other cause,
 whether similar or dissimilar to the foregoing, any present or future law to
 the contrary notwithstanding.  It is the intention of the parties that all
 rent and other amounts payable by Lessee hereunder shall be payable in all
 events in the manner and at the times herein provided unless Lessee's
 obligations in respect thereof have been terminated pursuant to the express

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 provisions of this Lease.

2.5  Payments shall be applied in the following order: (a) expenses,
 including allocated time charges of internal counsel for Lessor and any
 other attorneys' fees; (b) interest on late payments; and (c) rent and all
other sums due hereunder.  Payments shall be evidenced by entries in
 records maintained by Lessor which shall be presumptively correct.

Section 3.  Warranties.
LESSEE ACKNOWLEDGES AND AGREES THAT (a) EACH UNIT IS
 OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED
 BY LESSEE, (b) LESSEE IS SATISFIED THAT THE SAME IS
 SUITABLE FOR ITS PURPOSES, (c) LESSOR IS NOT A
 MANUFACTURER THEREOF NOR A DEALER IN PROPERTY OF
 SUCH KIND AND (d) LESSOR HAS NOT MADE, AND DOES NOT
 HERE8Y MAKE, ANY REPRESENTATION, WARRANTY OR
 COVENANT WITH RESPECT TO THE TITLE, MERCHANTABILITY,
 CONDITION, QUALITY, DESCRIPTION, DURABILITY, FITNESS
 FOR PURPOSE OR SUITABILITY OF ANY UNIT IN ANY RESPECT
 OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF
 LESSEE.  Lessor hereby assigns to Lessee, to the extent assignable, any
 warranties, covenants and representations of any vendor with respect to any
 Unit, to the extent assigned to Lessor, but any action taken by Lessee by
 reason thereof shall be at Lessee's expense and shall be consistent with
 Lessee's obligations under Section 2.

Section 4.  Possession, Use and Maintenance.
4.1  Lessee shall not (a) use, operate, maintain or store any Unit
 improperly, carelessly or in violation of any applicable law or regulation
of any government authority, (b) abandon any Unit, (c) sublease any Unit or
 permit its use by anyone other than Lessee without the prior written consent
 of Lessor, not to be unreasonably withheld, (d) permit any Unit to be
 removed from the state specified in the Appendix without the prior written
 consent of Lessor, (e) affix or place any Unit to or on any other personal
 property or any real property without first obtaining and delivering to
 Lessor such waivers as Lessor may reasonably require to assure Lessor's
 legal title and security interest and right to remove the Unit free from any
 lien, encumbrance right of distraint or any other claim that may be asserted
 by any third party or (f) sell, assign or transfer, or directly or indirectly
 create, incur or suffer to exist any lien, claim, security interest or
 encumbrance of any kind on any of its rights hereunder or in any Unit.

4.2  Lessee shall at its expense at all times during the term of this Lease
 maintain the Units in good operating order, repair, condition and
 appearance and in accordance with the manufacturer's recommended
 procedures.  Lessee shall upgrade all Units to best available industry
 standards from time to time consistent with its normal capital expenditure
 policy.

4.3  Lessee shall not alter any Unit or affix or place any accessory,
 equipment or device on any Unit if such alteration or addition would impair
 the originally intended function or use or reduce the value of the Unit.  All
 repairs, parts, accessories, equipment and devices furnished, affixed or
 installed to or on any Unit, excluding temporary replacements, shall
 thereupon become subject to the security interest of Lessor.

4.4  If Lessor supplies Lessee with labels, plates or other markings

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 stating that the Units are leased from Lessor, Lessee shall affix and keep
the same on a prominent place on the Units during the term of this Lease.

4.5  Upon prior notice to Lessee, Lessor shall have the right at all
 reasonable times to inspect any Unit, observe its use and inspect records
 related thereto.

Section 5.  General Tax Indemnity.

5.1  Lessee shall pay or reimburse Lessor for, and indemnify and hold
 Lessor harmless from, all fees (including, but not limited to, license,
 documentation, recording or registration fees), and all sales, use, gross
 receipts, property, occupational, value-added or other taxes, levies,
 imposts, duties, assessments, charges or withholdings of any nature
 whatsoever, together with any penalties, fines or additions to tax, or
interest thereon (all of the foregoing being hereafter referred to as
 "Impositions"), arising at any time before or during the term of this Lease,
 or upon any termination of this Lease or return of the Units to Lessor, and
 levied or imposed on Lessor, directly or otherwise, by any federal, state or
 local government or taxing authority in the United States or by any foreign
 country or foreign or international taxing authority on or with respect to
 (a) any Unit, (b) the exportation, importation, registration, purchase,
 ownership, delivery, leasing, possession, use, operation, storage,
 maintenance, repair, transportation, return, sale, transfer of title or other
 disposition thereof, (c) the rents, receipts, or earnings arising from any
 Unit or (d) this Lease or any payment made hereunder, excluding, however,
 taxes measured by Lessor's net income imposed or levied by the United
 States or any state thereof but not excluding any such net income taxes that
 by the terms of the statute imposing such tax expressly relieve Lessee or
 Lessor from the payment of any Impositions Lessee would otherwise have
 been obligated to pay, reimburse or indemnify.

5.2  Lessee shall pay on or before the time or times prescribed by law
 any Impositions (except any Impositions excluded by Section 5.1), but
 Lessee shall have no obligation to pay any such Imposition while Lessee is
 contesting such Imposition in good faith and by appropriate legal
 proceedings and the nonpayment thereof does not, in the opinion of Lessor,
 adversely affect the title, property, use, disposition or other rights of
Lessor with respect to the Units.  If any Impositions (except any Imposition
 excluded by Section 5.1) is charged or levied against Lessor directly and
 paid by Lessor, Lessee shall reimburse Lessor on presentation of an invoice
 therefor.

5.3  If Lessor is not entitled to a corresponding and equal deduction
 with respect to any Imposition Lessee is required to pay or reimburse under
 Section 5.1 or 5.2 and the payment or reimbursement constitutes income to
 Lessor, then Lessee shall also pay to Lessor the amount of any Imposition
 Lessor is obligated to pay in respect of (a) such payment or reimbursement
 by Lessee and (b) any payment by Lessee made pursuant to this Section 5.3.

5.4  Lessee shall prepare and file, in a manner satisfactory to Lessor,
 any reports or returns required with respect to the Units.  Lessee shall
 furnish on Lessor's request reports or returns so filed.

Section 6.  Risk of Loss Waiver and Indemnity.

6.1  If any Unit is worn out, lost, stolen, destroyed or irreparably

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 damaged, from any cause whatsoever, or taken or requisitioned by
 condemnation or otherwise (any such occurrence being hereinafter called a
 "Casualty Occurrence") before or during the term of this Lease as to such
 Unit, Lessee shall give Lessor prompt notice thereof.  Subject to Paragraph
 O of the Appendix, on the first rent payment date after such Casualty
 Occurrence or, if there is no such rent payment date, 30 days after the
 Casualty Occurrence, Lessee shall pay to Lessor an amount equal to the
 Unit Balance (as hereinafter defined) for the Unit plus any termination
 charges and interest on late payments required under the Appendix ("Other
 Charges").  The Unit Balance for each Unit is the product of (a) the Lease
 Balance on the date of such Casualty Occurrence and (b) the Allocation
 Fraction of such Unit.

"Allocation Fraction" for any Unit shall mean, (a) with respect to any
 Schedule, a fraction, the numerator of which is the Purchase Price of such
 Unit and the denominator of which is the aggregate Purchase Price of all of
 the Units then subject to such Schedule, including such Unit, and (b) with
 respect to the Lease, a fraction, the numerator of which is the Purchase
 Price of such Unit and the denominator of which is the aggregate Purchase
 Price of all of the Units then subject to the Lease, including such Unit.

"Lease Balance" shall mean, as of any determination date, the aggregate
 Purchase Price of all of the Units, minus all amounts of Fixed Rent (as
 defined in Paragraph F of the Appendix) actually paid to the date of
 determination and all Reduction Amounts actually paid to the date of
 determination.

"Reduction Amounts" shall mean amounts paid by Lessee to Lessor for the
 purchase of any Unit pursuant to this Section 6.1, provided, that Reduction
 Amounts shall not include any Rent, Other Charges or any costs, expenses
 or taxes to be paid by Lessee in connection with any such purchase, sale or
 transfer.

Upon the making of such payment by Lessee in respect of any Unit, the rent
 for the Unit shall cease to accrue, the term of this Lease as to such Unit
 shall terminate and Lessee shall be entitled to possession of such Unit.  If
 Lessor receives the Unit Balance and Other Charges for a Unit, Lessee shall
 be entitled to the proceeds of any recovery in respect of the Unit, from
 insurance or otherwise, and Lessor, subject to the rights of any insurer
 insuring the Units as provided herein, shall execute and deliver, to Lessee,
 or to its assignee or nominee, a bill of sale (without representations or
 warranties except that the Unit is free and clear of all claims, liens,
 security interests and other encumbrances by or in favor of any person
 claiming by, through or under Lessor) for the Unit, and such other
 documents as may be required to release the Unit from this Lease and to
 transfer title thereto to Lessee or such assignee or nominee, in such form as
 may reasonably be requested by Lessee, all at Lessee's expense.  Except as
 provided in this Section 6.1, Lessee shall not be released from its
 obligations hereunder in the event of, and shall bear the risk of, any
 Casualty Occurrence to any Unit before or during the term of this Lease
 with respect to the Unit.

6.2  Lessee waives and releases any claim now or hereafter existing
 against Lessor, any company controlled by, controlling, or under common
 control with Lessor and all of their directors, officers, employees, agents,
 attorneys, successors and assigns (each, an "Indemnified Person") on
 account of, and shall indemnify, reimburse and hold each Indemnified

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 Person harmless from, any and all claims (including, but not limited to,
 claims based on or relating to copyright, trademark or patent infringement,
 environmental liability, negligence, strict liability in tort, statutory
 liability or violation of laws), losses, damages, obligations, penalties,
 liabilities, demands, suits, judgments or causes of action, and all legal
 proceedings, and any reasonable costs or expenses in connection therewith,
 including reasonable attorneys' fees, including reasonable allocated time
 charges of internal counsel, in each case imposed on, incurred by or
 asserted against the Indemnified Person in any way relating to or arising in
 any manner out of (a) the registration, purchase, taking or foreclosure of a
 security interest in, or the ownership, delivery, condition, lease,
 assignment, storage, transportation, possession, use, operation, return,
 repossession, sale or other disposition of, any Unit, before or during the
 term of this Lease as to the Unit, (b) any alleged or actual defect in any
 Unit (whether arising from the material or any article used therein, the
 design, testing, use, maintenance, service, repair or overhaul thereof or
 otherwise) regardless of when such defect is discovered or alleged, whether
 or not the Unit is in Lessee's possession and no matter where it is located
 or (c) this Lease or any other related document, the enforcement hereof or
 thereof or the consummation of the transactions contemplated hereby or
 thereby.

Section 7.  Insurance.
Lessee, at its own cost and expense, shall keep each Unit insured against all
 risks, in no event for less than the amount set forth in Section 6.1 with
 respect to such Unit, and shall maintain public liability insurance against
 such risks and for such amounts as Lessor may require.  All such insurance
 shall be in such form and with such companies as Lessor shall approve,
 shall specify Lessor and Lessee as insureds and shall provide that such
 insurance may not be canceled as to Lessor or altered in any way that would
 affect the interest of Lessor without at least 30 days prior written notice
 to Lessor (10 days in the case of nonpayment of premium).  All insurance
 shall be primary, without right of contribution from any other insurance
 carried by Lessor and shall not be invalidated by the action or inaction of
 Lessee or any other person.  All insurance shall contain a "breach of
 warranty" provision satisfactory to Lessor, and shall provide that all
 amounts payable by reason of loss or damage to the Units shall be payable
 solely to Lessor.

Section 8.  Default.

     8.1  The following shall constitute events of default ("Events
 of Default") hereunder:

          (a)  Lessee fails to make any payments to Lessor
 when due hereunder;

(b)  Any representation or warranty of Lessee or Guarantor contained
 herein or in any document furnished to Lessor in connection herewith is
 incorrect or misleading in any material respect when made;

(c)  Lessee fails to observe or perform any other covenant, agreement
 or warranty made by Lessee hereunder and such failure continues for 10
 days after written notice thereof to Lessee;

(d)  Any default occurs under any other agreement for borrowing
 money or receiving credit under which Lessee or Guarantor may be

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 obligated as borrower or guarantor, if such default consists of the failure to
 pay any indebtedness when due or if such default gives the holder of the
 indebtedness the right to accelerate the indebtedness;

(e)  Lessee or Guarantor makes an assignment for the benefit of
 creditors or files any petition or action under any bankruptcy,
 reorganization, insolvency or moratorium law, or any other law or laws for
 the relief of, or relating to, debtors;

(f)  Any involuntary petition is filed under any bankruptcy statute
 against Lessee or Guarantor or any receiver, trustee, custodian or similar
 official is appointed to take possession of the properties of Lessee or
 Guarantor, unless such petition or appointment is set aside or withdrawn or
 ceases to be in effect within 60 days from the date of the filing or
 appointment;

(g)  Lessee or Guarantor liquidates, dissolves, or enters into any
 partnership, joint venture, (other than in its ordinary course of business)
 consolidation, merger, or other combination, or sells, leases or dispose of
 a substantial portion of its business or assets; or

(h)  Any default occurs under the Guaranty.

     8.2  If any Event of Default occurs, Lessor, at its option, may:

(a)  proceed by appropriate court action or actions either at law or in
 equity, to enforce performance by Lessee of the applicable covenants of
 this Lease or to recover damages for the breach thereof; or

(b)  by notice in writing to Lessee terminate this Lease, whereupon
 Lessee shall remain liable as hereinafter provided, and Lessor may, at its
 option, do any one or more of the following: (i) declare the Lease Balance
 and all Other Charges immediately due and payable and recover any
 damages and expenses in addition thereto Lessor sustains by reason of the
 breach of any covenant, representation or warranty contained in this Lease
 other than for the payment of rent; (ii) enforce the security interest given
 hereunder pursuant to the Uniform Commercial Code or any other law; (iii)
 enter upon the premises where any of the Units may be and take possession
 of all or any of such Units; and (iv) require Lessee to return the Units as
 provided in Section 9.

8.3  Lessor shall have any and all rights given to a secured party by law,
 and may, but is not required to, sell the Units in one or more sales.  Lessor
 may purchase at such sale.  Lessee acknowledges that sales for cash or on
 credit to a wholesaler, retailer or user of the Units, or at public or
 private auction, are all commercially reasonable.  The proceeds of such sale
 shall be applied in the following order:  First, to the reasonable expenses
 of retaking, holding, preparing for sale and selling, including the allocated
 time charges, costs and expenses of internal counsel of or for Lessor and
 any other attorneys' fees and expenses incurred by Lessor; Second, to the
 amounts, except those specified below, which under the terms of this Lease
 are due or have accrued; Third, to Other Charges; and Fourth, to the Lease
 Balance.  Any surplus shall be paid to the person or persons entitled
 thereto.  If there is a deficiency, Lessee will promptly pay the same to
 Lessor.

8.4  Lessee agrees to pay all allocated time charges, costs and expenses

<PAGE>

 of internal counsel for Lessor and any other attorneys' fees, expenses or
 out-of-pocket costs incurred by Lessor in enforcing this Lease.

8.5  The remedies hereunder provided in favor of Lessor shall not be
 deemed exclusive, but shall be cumulative, and shall be in addition to all
 other remedies in its favor existing at law or in equity.

8.6  If Lessee fails to perform any of its agreements contained herein,
 Lessor may perform such agreement, and Lessee shall pay the expenses
 incurred by Lessor in connection with such performance, upon demand.

Section 9.  Return of Units.
If Lessor rightfully demands possession of any Unit pursuant to this Lease
 or otherwise, Lessee, at its expense, shall forthwith deliver possession of
 the Unit to Lessor, at the option of Lessor (a) by delivering the Unit,
 appropriately protected and in the condition required by Section 4, to
 Lessor at such place as may be specified by Lessor within the county in
 which the Unit was originally delivered or, if the Unit has been moved to
 another county in accordance with this Lease, within such other county, (b)
 by loading the Unit, appropriately protected and in the condition required
 by Section 4, on board such carrier as Lessor shall specify and shipping the
 same, freight collect, to the destination designated by Lessor, or (c) by
 surrendering possession of such Unit in the location set forth in the
 Schedule for such Unit and providing the Support Rights described in
 Paragraph M of the Appendix.

Section 10.  Assignment.
Lessor may at any time assign or transfer all or any of the right, title or
 interest of Lessor in and to this Lease, and the rights, benefits and
 advantages of Lessor hereunder, including the rights to receive payment of
 rent or any other payment hereunder, Lessor's title to the Units and any and
 all obligations of Lessor in connection herewith.  Lessor may disclose to
 any potential or actual assignee or transferee any information in the
 possession of Lessor or any Affiliate relating to Lessee or this Lease.  Any
 such assignment or transfer shall be subject and subordinate to this Lease
 and the rights and interests of Lessee hereunder.  No assignment of this
 Lease or any right or obligation hereunder may be made by Lessee or any
 assignee of Lessee without the prior written consent of Lessor, provided
 that the acquisition of voting control of Lessee by any person or persons
 shall not be deemed an assignment of this Lease.

Section 11.  Ownership, Security Interest and Further Assurances.
Unless assigned by Lessor, or applicable law otherwise provides, title to and
 ownership of the Units shall remain in Lessor as security for the obligations
 of Lessee hereunder until Lessee has fulfilled all of its obligations
 hereunder.  Lessee hereby grants to Lessor a continuing security interest in
 the Units to secure the payment of all sums due hereunder.  Lessee
 confirms there is no pending litigation, tax claim, proceeding or dispute
 that may adversely affect its financial condition or impair its ability to
 perform its obligations hereunder.  Lessee will, at its expense, maintain
 its legal existence in good standing and do any further act and execute,
 acknowledge, deliver, file, register and record any further documents
 Lessor may reasonably request in order to protect Lessor's title to and
 security interest in the Units and Lessor's rights and benefits under this
 Lease.

Section 12.  Late Payments.

<PAGE>

Lessee shall pay to Lessor, on demand, interest at the rate set forth in the
 Appendix on the amount of any payment not made when due hereunder
 from the date due until payment is made.

Section 13.  Effect of Waiver.
No delay or omission to exercise any right, power or remedy accruing to
Lessor upon any breach or default of Lessee hereunder shall impair any such
 right, power or remedy nor shall it be construed to be a waiver of any such
 breach or default, or an acquiescence therein or of or in any similar breach
 or default thereafter occurring, nor shall any waiver of any single breach
 or default be deemed a waiver of any other breach or default theretofore or
 thereafter occurring.  Any waiver, permit, consent or approval of any kind
 or character on the part of Lessor of any breach or default under this Lease
 must be in writing specifically set forth.

Section 14.  Survival of Covenants.
All obligations of Lessee under Sections 1, 2, 4, 5, 6, 7, 8, 9, 12 and the
 Appendix shall survive the expiration or termination of this Lease to the
extent required for their full observance and performance.

Section 15.  Applicable Law.
This Lease shall be governed by and construed under the laws of California,
 to the jurisdiction of which, and of federal courts in California, the
 parties hereto submit.

Section 16.  Financial Information.
     Lessee shall
     (a)  keep its books and records in accordance with generally
accepted accounting principles and practices consistently applied and shall
 deliver to Lessor its annual audited financial statements, including without
 limitation Lessee's and Guarantor's SEC form 10-K within 30 days of filing,
 and such other financial statements and information as Lessor may
 reasonably request;

     (b)  as soon as available but not later than 60 days after the
 end of each of the first 3 fiscal quarters of the Lessee and Guarantor the
 unaudited consolidated balance sheet of Lessee and Guarantor and its and
 their subsidiaries as at the end of such fiscal quarter, and the unaudited
 consolidated statement of income and retained earnings and of changes in
 cash flow of Lessee and Guarantor and its and their subsidiaries for such
 fiscal quarter and that portion of the fiscal year ending with such quarter,
 certified by a responsible officer of Lessee and Guarantor as being prepared
 in accordance with generally accepted accounting principles and complete
 and correct and fairly presenting the financial condition and results of
 operations of Lessee and Guarantor and its and their subsidiaries;

     (c)  as soon as available but no later than 120 days after the
 end of each of its fiscal years, a complete copy of an audit report of Lessee
 and Guarantor and its and their subsidiaries which shall include at least the
 consolidated balance sheet of Lessee and Guarantor and its and their
 subsidiaries as of the close of such year, and the consolidated statement of
 income and retained earnings and of changes in cash flows of Lessee and
 Guarantor for such year, prepared in accordance with generally accepted
 accounting principles and fairly presenting the Lessee's and Guarantor's
 financial position and results of operations, certified by Deloitte-Touche,
 or other independent public accounting firm of recognized national standing
 selected by Lessee and Guarantor and satisfactory to Lessor.  Such


<PAGE>

 certificate shall not be qualified or limited because of restricted or
 limited examination by such accountant of any material portion of Lessee's
 or Guarantor's records.
Credit information relating to Lessee and Guarantor may be disseminated
 among Lessor and any of its affiliates and any of their respective successors
 and assigns.

Section 17.  Notices.
All demands, notices and other communications hereunder shall be in
 writing and shall be deemed to have been duly given when personally
 delivered, when received by facsimile or when deposited in the mail, first
 class postage prepaid, or delivered to a telegraph office, charges prepaid,
 addressed to each party at the address set forth below the signature of such
 party on the signature page, or at such other address as may hereafter be
 furnished in writing by either party to the other.

Section 18.  Counterparts.
Two counterparts of this Lease have been executed by the parties hereto.
  One counterpart has been prominently marked "Lessor's Copy".  One
 counterpart has been prominently marked "Lessee's Copy".  Only the
 counterpart marked "Lessor's Copy" shall evidence a monetary obligation
 of Lessee.

Section 19.  Transaction Costs.
Lessee agrees to reimburse any legal expenses of Lessor (including allocated
 time charges of internal counsel for Lessor and other attorneys fees) and
 any out-of-pocket costs incurred in connection with the preparation and
 negotiation of lease documents (whether or not a lease is ever executed by
 Lessee) and any documents required in connection therewith.

Section 20.  Effect and Modification of Lease.
This Lease exclusively and completely states the rights of Lessor and Lessee
 with respect to the leasing of the Units and supersedes all prior agreements,
 oral or written, with respect thereto.  No variation or modification of this
 Lease shall be valid unless in writing.

The parties hereto have executed this Lease as of the day and year first above
written.

BA LEASING & CAPITAL CORPORATION

By
Title
By
Title
Address: 555 California Street
               4th Floor
               San Francisco, CA  94104
                Attn:  Contract Administration #15811
                Fax:  (415) 765-7373

TODD-AO STUDIOS WEST
By
Title

By
Title

<PAGE>

 Address: 3000 Olympic Boulevard                Building One
Santa Monica, CA  90404                 Fax:  (310) 315-5069

Lease No. 970265


APPENDIX to LEASE INTENDED AS SECURITY dated as of November
3, 1997 between BA LEASING & CAPITAL CORPORATION and
 TODD-AO STUDIOS WEST.


     BY ITS ACCEPTANCE OF THIS LEASE, LESSEE
 ACKNOWLEDGES AND AGREES THAT LESSOR HAS MADE NO
 REPRESENTATIONS OR WARRANTIES CONCERNING THE TAX,
 ACCOUNTING OR LEGAL CHARACTERIZATION OF THIS LEASE
 AND THAT LESSEE HAS OBTAINED AND RELIED ON SUCH TAX,
 ACCOUNTING AND LEGAL ADVICE AS IT DEEMS APPROPRIATE.

A.   Units.
     The Units to be leased hereunder consist of personal property
 comprising sound stage, video, audio and related equipment more
 particularly described in Annex I to each Schedule to be executed and
 delivered pursuant to the Lease and all modifications, replacements and
 substitutions; provided that Lessor reserves the right to disapprove any
 equipment for leasing hereunder.

B.   Purchase Price.
     "Purchase Price" with respect to each Unit means the amount
 Lessor pays for such Unit.  Without the prior approval and written consent
 of Lessor, the sum of the Purchase Price of all Units leased hereunder shall
 not exceed $10,000,000, the Purchase Price of each Unit shall not exceed
 the fair market value of such Unit as determined by appraisal and the
 aggregate amount of installation, transportation and any similar costs with
 respect to any Unit, and any software, licensing and similar costs, shall
 not exceed 20% of the total Purchase Price for the Unit.
     In no event will any Schedule contain Units with an aggregate
 Purchase Price of less than $1,000,000.
     There will be no more than three Schedules.

C.   Term.
     The Lease Term for each Unit shall consist of an Interim Term, a
 Base Term and any applicable Renewal Terms.  The "Interim Term" for
 each Unit will begin on, and include, its Delivery Date and continue until,
 and include, the day before its "Base Date".  The "Base Date" for each Unit
 will be (i) in the case of Units leased on the first Delivery Date the first
 day of the month during or immediately following the month in which such
 Delivery Date occurs, and (ii) in the case of Units leased after the first
 Delivery Date, the first day of the next Rent Period beginning after such
 Unit's Delivery Date, in each case as specified by Lessor in the relevant
 Schedule.  The Base Term for each Unit shall commence on its Base Date
 and continue (i) in the case of Units leased on the first Delivery Date, for
 one year, and (ii) in the case of Units leased after the first Delivery Date,
 until the expiration of the Base Term for Units leased on the first Delivery
 Date.  The Base Term for each Unit shall be followed consecutively by up
 to four Renewal Terms.  Each Renewal Term will be for a period of one
 year.  Lessee may elect up to four Renewal Terms for a Unit, provided the
 last Renewal Term for any Unit shall terminate five years from the Base

<PAGE>

 Date of Units leased on the first Delivery Date.

D.   Utilization Period.
     All Delivery Dates for Units leased hereunder must occur between
 the date of this Lease and the earlier of April 30,1998 and the exercise by
 Lessee of the Sale Option pursuant to paragraph I (the "Utilization
 Period").

E.   Location.
     The Units shall at all times be located in the state of California and,
 on the Schedule relating to each Unit, Lessee shall give Lessor notice of
 the state, county and city in which such Unit is to be principally located
 and a description of the Site where such Unit will be located (as to each
 Unit its "Site").  Lessee shall not change the location of any Unit without
 the prior written consent of Lessor.  Each Schedule will include all Units
 to be financed at the location set forth on such Schedule.

F.   Rent.
     Lessee shall pay to Lessor the amounts of Base Rent or Renewal
 Rent, as applicable, determined in accordance with this Paragraph and each
 Schedule.  Scheduled installments of Base Rent and Renewal Rent may be
 adjusted pursuant to Section 6.1 of the Lease.  Base Rent and Renewal Rent
 are determined in part, on the basis of a 360-day year and actual days
 elapsed, which may result in higher Rent than if a 365-day year is used.

1.   Interim Rent.  Lessee shall pay rent for each Unit ("Interim Rent")
 for each day of its Interim Term.  Interim Term shall be computed on the
 full amount of the Purchase Price of the Unit at a rate per annum equal to
 the Reference Rate.  The "Reference Rate" is the rate of interest publicly
 announced from time to time by Bank of America National Trust and
 Savings Association in San Francisco, California ("Bank") as its Reference
 Rate, with any change in the Reference Rate to take effect on the day
 specified in the public announcement of such change.  The Reference Rate
 is set by Bank based on various factors, including Bank's costs and desired
 return, general economic conditions and other factors, and is used as a
 reference point for pricing some loans.  Loans may be priced at, above or
 below the Reference Rate.
     Interim rent is determined, in part, on the basis of a 360-day year
 and actual days elapsed which results in a higher rent than if a 365-day year
 is used.  Interim Rent is due and payable when billed by Lessor.

     2.   Base Rent.  On each Payment Date during the Base Term,
 Lessee shall pay to Lessor Base Rent under each Schedule consisting of the
 amount of Fixed Rent set forth opposite the applicable Payment Date on
 Annex II to each such Schedule and Variable Rent accrued on the Schedule
 Balance of each such Schedule during the Rent Period ending on such
 Payment Date.

     3.   Renewal Rent.  On each Payment Date during any
 Renewal Term in effect, Lessee shall pay to Lessor, Renewal Rent under
 each Schedule consisting of the amount of Fixed Rent set forth opposite the
 applicable Payment Date on Annex II to each such Schedule and Variable
 Rent accrued on the Schedule Balance of each such Schedule during the
 Rent Period ending on such Payment Date.

          "Base Rent" shall mean, with respect to the Lease or any
 Schedule (as the context may require) all installments of Fixed Rent and

<PAGE>

 Variable Rent due and payable by Lessee on each Payment Date during the
 Base Term.

          "Renewal Rent" shall mean, with respect to the Lease or
 any Schedule (as the context may require), all payments of Fixed Rent and
 Variable Rent due and payable by Lessee on each Payment Date occurring
 during the applicable Renewal Term.

          "Variable Rent" shall mean, with respect to each Rent
 Period, an amount equal to interest accrued on the Lease Balance (or, with
 respect to a Schedule, on the Schedule Balance) outstanding during such
 period at the Interest Rate.

          "Fixed Rent" shall mean, for each Payment Date during a
 Base Term and each Renewal Term, that portion of the installment of Rent
 payable on such Payment Date set forth on Annex II to the applicable
 Schedule or Schedules.

          "LIBO Rate" shall mean, relative to any Rent Period with
 respect to the Lease Balance and each Schedule Balance, the rate of interest
 equal to the average (rounded upwards, if necessary, to the nearest 1/16 of
 1%) of the rates per annum at which Dollar deposits in immediately
 available funds are offered by Bank of America National Trust & Savings
 Association's LIBOR Office in the London interbank market as at or about
 11:00 a.m. London time two Business Days prior to the beginning of such
 Rent Period for delivery on the first day of such Rent Period, and in an
 amount approximately equal to the amount of the Lease Balance or the
 applicable Schedule Balance and for a period approximately equal to such
 Rent Period.

          "LIBOR Office" shall mean Bank of America National
 Trust & Savings Association's London, England branch, or such other
 office of Bank of America National Trust & Savings Association as
 designated from time to time by notice from Lessor to Lessee, whether or
 not outside the United States, which shall be used for purposes of
 establishing LIBO Rates hereunder.

          "Rent Period" shall mean, for the Base Term and any
Renewal Term the period beginning on the first day of such Base Term and
 ending on (but excluding) the date which numerically corresponds to such
 date three months thereafter and each consecutive three-month period
 thereafter, with each such period ending on the date which numerically
 corresponds to the date on which such period commenced; provided,
 however, that (a) if such Rent Period would otherwise end on a day which
 is not a Business Day, then such Rent period shall end on the next following
 Business Day, unless (solely for purposes of determining Rent periods in
 connection with calculating Variable Rent on a LIBO Rate basis) such next
 following Business Day is the first Business Day of a calendar month, in
 which case such Rent period shall end on the Business Day immediately
 preceding such numerically corresponding day, and (b) no Rent Period may
 end later than the last day of the Lease Term.

     "Business Day" shall mean any day on which
     (a)  Federal and state chartered banks in San Francisco,
California are open for commercial banking business; and
     (b)  solely with respect to determinations of Variable Rent and
 Rent Periods, dealings in Dollars are carried on in the London interbank

<PAGE>

 market.
     "Interest Rate" shall mean, with respect to any Rent Period, the rate
 per annum equal to the sum of the LIBO Rate for such Rent Period plus the
 number of basis points set forth below opposite Lessee's Leverage Ratio (as
 defined in that certain Credit Agreement dated as of October 20, 1997
 between Todd-AO Corporation and Bank of America National Trust and
 Savings Association, the "Credit Agreement") at the date Lessor sets the
 LIBO Rate for the immediately succeeding Rent Period:

Leverage Ratio                      Basis Points

greater than 2.50                   2.00
greater than 2.00 and less than 2.50         1.50
greater than 1.50 and less than 2.00         1.25
greater than 1.00 and less than 1.50         1.00
greater than 1.00                   0.75

     "Payment Date" shall mean the last day of each Rent Period.

G.   Other Charges.

     1.   Late Payment Charges.  The interest rate on late payments
 shall be 2% per annum in excess of the Interest Rate computed daily on the
 basis of a 360-day year and actual days elapsed, which results in more
 interest than if a 365-day year is used.

     2.   Termination Charges.  Upon any termination or expiration
 of this Lease before the scheduled expiration of the last Renewal Term as to
 any Unit, a casualty occurrence or a default, in addition to all other
 amounts to be paid by Lessee, Lessee shall pay Lessor an amount equal to a
 percentage set forth below of the Lease Balance, Schedule Balance or Unit
 Balance as applicable together with all costs incurred by Lessor for
breakage:
Base Term           2%
First Renewal Term       1.5 %
Second Renewal Term      1.0%
Third Renewal Term       0.5%
Fourth Renewal Term      0

H.   Early Termination.
     If no Event of Default exists, Lessee may, by notice to Lessor,
terminate this Lease with respect to all but not less than all the Units for
 which the Lease expires on the same date.  Such notice shall specify a date
 (the "Termination Date") with respect to each such Unit, not more than 120
 and not less than 30 days after such notice is given, which shall be a Rent
 Payment Date on or after the later of the fourth Payment Date with respect
 to such Unit.  On the Termination Date, with respect to each Unit Lessee
 shall pay to Lessor the Unit Balance for the Unit computed as of such date
 and any Other Charges required hereunder.  Upon such payment, the
 obligation of Lessee to pay rent hereunder with respect to the Unit after
the  Termination Date shall cease, the term for the Unit shall end on the
Termination Date, and Lessor shall execute and deliver to Lessee or its
 assignee or nominee a bill of sale (without representations or warranties
 except that the Unit is free and clear of all claims, liens, security
 interests and other encumbrances by or in favor of any person claiming by,
through or under Lessor) for the Unit, and such other documents as may be
 required to release the Unit from the terms of this Lease and to transfer

<PAGE>

 title thereto to Lessee or such assignee or nominee, in such form as may
 reasonably be requested by Lessee, all at Lessee's expense.

I.   Lease Termination.
     1.   Lessee's Options.  Not later than 360 days prior to the last
 day of the Base Term or any Renewal Term then in effect for each
 Schedule, Lessee shall by delivery of written notice to Lessor exercise one
 of the following options (provided that paragraph (a) below shall not be
 applicable with respect to the last Renewal Term applicable to any Unit):
     (a)  renew this Lease with respect to all, but not less than all,
 of the Units then subject to such Schedule for an additional one year
 Renewal Term (the "Renewal Option") on the terms and conditions set
 forth herein; or
     (b)  purchase for cash for the Purchase Option Exercise
 Amount all, but not less than all, of the Units then subject to such Schedule
 on the last day of the Base Term or Renewal Term with respect to which
 such option is exercised (the "Fixed Price Purchase Option"); or
     (c)  sell on behalf of Lessor for cash to a purchaser or
 purchasers not in any way affiliated with Lessee all, but not less than all,
 of the Units then subject to such Schedule on the last day of the Base Term
 or of any Renewal Term then in effect with respect to which such option is
 exercised (the "Sale Option").  Simultaneously with a sale pursuant to the
 Sale Option, Lessee shall pay to Lessor, from the gross proceeds of sale of
 Units subject to such Schedule, without deductions or expense
 reimbursements (the "Proceeds"), the Schedule Balance with respect to
 such Schedule as of the termination date (as determined after any payment
 of Rent on such date).  If the Proceeds exceed the Schedule Balance for
 such Schedule together with all other amounts owed by Lessee under the
 Lease but do not exceed the Lease Balance, the excess will be retained by
 Lessor to secure the remaining obligations of Lessee under the Lease.  If
 the Proceeds exceed the Lease Balance, together with all other amounts
 owed by Lessee under the Lease, Lessee will retain the portion of the
 Proceeds in excess thereof.  If the Proceeds are less than the applicable
 Schedule Balance as of such date, Lessee will pay or will cause to be paid
 to Lessor on the termination date in addition to all other amounts owed
 under the Lease:  (i) the Proceeds; and (ii) at Lessor's option either:
 (x) the Applicable Percentage Amount with respect to such Schedule or (y)
 the Recourse Deficiency Amount with respect to such Schedule (the
 amount determined pursuant to this clause (ii) shall be referred to as the
 "Sale Recourse Amount" as to any Schedule); provided that in no event
 shall the Sale Recourse Amount exceed the Schedule Balance with respect
 to any Schedule (after taking into account all payments of Rent and
 Proceeds applied against such Schedule Balance on such date), it being
 understood, however, that the amount payable pursuant to this Paragraph I
 shall in no event be construed to limit any other obligation of Lessee under
 the Lease.  Lessor shall exercise the options with respect to each Schedule
 in the preceding sentence by written notice to Lessee not later than five
 Business Days prior to the last day of the Lease Term for Units subject to
 such Schedule.  The obligation of Lessee to pay the Sale Recourse Amount
 shall be a recourse obligation of Lessee and shall be payable on the date
 provided for in the preceding sentence without regard to the amount of
 Proceeds.

     2.   Election of Options.  Lessee's election of the Fixed Price
 Purchase Option will be irrevocable at the time made, but if Lessee fails to
 make a timely election, Lessee will be deemed, in the case of the Base Term
 and each Renewal Term then in effect (other than the last Renewal Term)

<PAGE>

 to have irrevocably elected the Renewal Option and, in the case of the last
 Renewal Term applicable to each Unit, Lessee will be deemed to have
 irrevocably elected the Fixed Price Purchase Option with respect to such
 Unit.  In addition, the Sale Option shall automatically be revoked if there
 exists an Event of Default at any time after the Sale Option is properly
 elected and Lessor shall be entitled to exercise all rights and remedies
 provided in the Lease.  Lessee may not elect the Sale Option if there exists
 on the date the election is made an Event of Default or a Default.  Election
 of the Fixed Price Purchase Option for any Schedule shall be deemed to be
 Lessee's election of the Fixed Price Purchase Option for all Schedules.

     3.   Sale Option Procedures.  If Lessee elects the Sale Option,
 Lessee shall use its best commercial efforts to obtain the highest all cash
 purchase price for the Units covered by Schedules as to which such option
 is exercised.  All costs related to such sale and delivery, including,
 without limitation, the cost of sales agents, removal of the Units, provision
 of the Support Rights, delivery of documents and Units, certification and
 testing of the Units in any location chosen by the buyer or prospective
 buyer, legal costs, costs of notices, any advertisement or other similar
 costs, or other information and of any parts, configurations, repairs or
 modifications desired by a buyer or prospective buyer shall be borne
 entirely by Lessee, without regard to whether such costs were incurred by
 Lessor, Lessee or any potentially qualified buyer, and shall in no event be
 paid from any of the Proceeds.  Lessor shall have no responsibility for
 procuring any purchaser.  If, nevertheless, Lessor undertakes any sales
 efforts, Lessee shall promptly reimburse Lessor for any charges, costs and
 expenses incurred in such effort, including any allocated time charges, costs
 and expenses of internal counsel or other attorneys' fees.  Upon a sale
 pursuant to the Sale Option, the Units shall be in the condition required by
 the Lease and shall be upgraded to the best available industry standards
 from time to time.  Lessor shall determine whether to accept the highest all
 cash offer for the Units.  Any purchaser or purchasers of the Units shall not
 in any way be affiliated with Lessee.


     4.   Appraisals.  If Lessee exercises the Sale Option and the
 Proceeds from the sale of all Units subject to the applicable Schedule are
 less than the applicable Schedule Balance, Lessor, at its option, shall
 engage an appraiser of nationally recognized standing, at Lessee's expense,
 to determine (by appraisal methods satisfactory to Lessor) the fair market
 value of the Units that were subject to the Schedule as of (a) the first day
 of the Renewal Term in which the Sale Option was elected, and (b) the
 termination date.  The appraiser's conclusion relating to the first day of
 the Renewal Term shall be used in calculating the "Recourse Deficiency
 Amount."  In addition, if the appraisal concludes that the fair market value
 of such Units as of the termination date was in excess of the Proceeds from
 the sale of all Units subject to such Schedule, Lessee shall promptly pay to
 Lessor, such excess, which together with such Proceeds so paid to Lessor
 shall not exceed the Schedule Balance.

"Applicable Percentage".  With respect to each Schedule, as of the end of
the Base Term and each Renewal Term, the percentage set forth opposite
 each such date on Annex II to such Schedule.

"Applicable Percentage Amount".  With respect to each Schedule, the sum
of the products obtained by multiplying the Purchase Price of the Units
 covered by such Schedule by the Applicable Percentage.

<PAGE>

"Purchase Option Exercise Amount".  On the last day of the Base Term and
 each Renewal Term with respect to each Schedule, the sum of (i) the
Schedule Balance and (ii) any applicable Other Charges, and (iii) all other
 amounts then due and payable under the Lease related to such Schedule.
          "Recourse Deficiency Amount".  With respect to the
exercise of the Sale Option, (a) for each Schedule, the difference of (i) the
 Purchase Option Exercise Amount at the end of any Renewal Term in
 which such Sale Option was elected minus (ii) the product obtained by
 multiplying (i) a percentage to be set forth on Annex II to such Schedule by
 (ii) the appraised value of the Units covered by such Schedule as of the
 first day of the Renewal Term in which the Sale Option was elected, and (b)
 for the Lease, the aggregate of all amounts determined pursuant to the
 foregoing clause (a) for all Schedules then in effect.

J.   Financial Covenants.
     Lessee shall at all times comply, and shall cause each of its
 subsidiaries and affiliates to comply, with the covenants set forth in the
 Credit Agreement (giving effect to any applicable grace and cure periods),
 and in determining compliance with such covenants for purposes of this
 Agreement at any time following the termination of such facility (1) each
 covenant in effect immediately prior to the termination of such facility shall
 be deemed to have survived such termination and be incorporated herein,
 and (2) any action that would require consent or approval thereunder shall
 require the consent or approval of Lessor.

K.  Negative Pledge.
     During the Lease Term Lessee shall not create, assume or suffer to
 exist any security interest, encumbrance or lien (including the lien of an
 attachment, judgment or execution), securing a charge or obligation, on or
 of any of its current assets, as such term is defined under general accepted
 accounting principles, whether now owned or hereafter acquired.

L.   Excessive Use Indemnity.
     In the event that at the end of the Lease Term as to any Schedule:
 (a) Lessee elects the Sale Option; and (b) after paying to Lessor any
 amounts due under Paragraph 1 of the Appendix of the Lease, Proceeds and
 the Sale Recourse Amount, Lessor does not have sufficient funds to reduce
 the applicable Schedule Balance to zero, then Lessee shall promptly pay
 over to Lessor the shortfall unless Lessee delivers a report from the
 Appraiser in form and substance satisfactory to the Lessor which
 establishes that the decline in value in each Unit which was sold pursuant
 to the Sale Option from that amount anticipated for such date in the
 Appraiser's report delivered with respect to such Unit on the applicable
 Delivery Date was not due to extraordinary use, failure to maintain or
 replace, failure to use, workmanship or method of installation or removal
 or any other cause or condition within the power of Lessee to control or
 effect (each an "Excessive Use").

M.   Support Rights.
     Lessee shall promptly upon the request of Lessor at any time after
 (a) a material adverse change in the business, financial condition or
 prospects of Lessee, (b) a Default or Event of Default, or (c) the exercise
 by Lessee of the Sale Option with respect to any Units, but no later than the
 expiration or termination of the Lease (i) enter into an easement or similar
 agreement on terms and conditions acceptable to Lessor and any purchaser
 providing for the benefit of Lessor and any purchaser of a Unit, for the use
 of such Unit at the applicable Site and for the use of any Ancillary

<PAGE>

 Facilities, (ii) provide indemnity or hold harmless agreements (including an
 environmental indemnity) in form satisfactory to Lessor and any purchaser
 agreeing to indemnify and hold harmless Lessor and any purchaser from
 any imposition, claim or damage arising from or in connection with the
 Units, any Ancillary Facilities, the Site or the operation by Lessee, Lessor
 or any purchaser of the Units, any Ancillary Facilities or the Site other
 than impositions, claims or damages arising as a result of the willful
 misconduct of such person, (iii) to the extent assignable, assign or grant to
 Lessor or purchasers of the Units any and all supply, sales, utility, service
 or similar contracts, licenses, agreements or rights which Lessee may have
 entered into or have for the supply of material or services to, or for the
 operation of the Units, any Ancillary Facilities or the Site or for the sale
 or transportation of products stored, processed or handled by the Units, any
 Ancillary Facilities or the Site, (iv) grant or assign or cause to be granted
 or assigned to Lessor or any purchaser of the Units all other rights
 necessary or convenient in the judgment of Lessor or any purchaser to
 operate the Units at the Site and any Ancillary Facilities; and (v) take all
 actions requested by Lessor or any purchaser to permit operation of the
 Units, the Site and any Ancillary Facilities, in-place or otherwise, by
 Lessor or any purchaser for the remaining useful life of the Units including
 the provision of services requested by Lessor or any purchaser at Lessee's
 cost.
     If Lessor requests the Lessee actions described in this Paragraph
 M, Lessee shall throughout the economic useful life of the Units: (I)
 provide all required governmental and other approvals for the continued
 operation of the Units, the Site and any Ancillary Facilities, (ii) to the
extent permitted by law, provide access at Lessee's cost to all Ancillary
 Facilities  including any waste treatment systems used by Lessee for the
 benefit of  Lessor or any purchaser of the Units, and warrant that any and
 all waste or  other products of or from the operation of the Units, any
 Ancillary  Facilities and the Site will comply with all applicable regulations
 and  requirements of the Units, the Ancillary Facilities and the Site are
 used in  the service in which they were used at the time of delivery to
 Lessor or such  purchaser, (iii) provide use of Lessee's facilities, if any,
 at the Site to  Lessor or purchasers of the Units or their agents, on a
 nondiscriminatory  basis so as to permit unimpeded access to such
 facilities, (iv) maintain in  Lessee's inventory at all times a sufficient
 number of replacement parts to  ensure the continued and uninterrupted
 operation of the Units and any Ancillary Facilities and provide such parts
 to Lessor or purchasers of the Units at direct cost without profit
 to Lessee, (v) provide operational daily  maintenance and preventative
 major maintenance for the Units, the Site and any Ancillary Facilities
 to the Lessor or purchasers of the Units at Lessee's cost (vi) provide
 quality control procedures to the Lessor or purchasers of  the Units to
 ensure that all product in process, all final product and all  incoming
 raw materials meet such standards as lessor or purchasers may
 require at Lessee's cost, (vii) maintain the Units, the Site and any
 Ancillary Facilities in the condition specified in the Lease, (viii) at the
 request of and as directed by Lessor or any purchaser operate the Units, and
 Ancillary Facilities and the Site at Lessee's sole cost, and (ix) certify
 annually in a form acceptable to Lessor or any purchaser, and with such
 supporting evidence and documentation acceptable to Lessor and any
 purchaser, that the Units, any Ancillary Facilities and the Site are in
 compliance with all appropriate federal, state and local environmental and
 workplace regulations and standards.
     All of the rights and benefits of Lessor and any purchaser described
 in this Paragraph M are referred to herein as the "Support Rights".

<PAGE>

     The "Site" with respect to any Unit will be the location described
 for such Unit on Annex III to the Schedule for such Unit.
     "Ancillary Facilities" includes all property, including intellectual
 property, owned or leased by or available to Lessee and in any way used in
 connection with or related to the Units or any Site.

N.   Substitution of Units.
     1.   Except (i) during any period when there exists an Event of
 Default or Default and (ii) at any time after Lessee elects any Sale Option,
 Lessee may substitute a unit of equipment of similar age, quality and
 manufacture, and of equal or greater utility and value (including residual
 value at expirations), for any Unit.  For this purpose, the value of any Unit
 and any proposed substitute unit shall be mutually agreed by Lessor and
 Lessee.  If Lessor and Lessee are not able to agree upon such values, an
 independent appraiser mutually acceptable to Lessor and Lessee shall be
 selected to determine such values, at Lessee's expense.

     2.   Lessor shall release Units from this Lease pursuant to this
 Paragraph upon the following conditions:
     (a)  Lessor shall deliver to Lessee a quitclaim bill of sale
 (without representations or warranties except that the Unit is free and
 clear of all claims, liens, security interests and other encumbrances by or
 in favor of any person claiming by, through or under Lessor) for such Units,
 and such other documents as may be required to release such Units from
 the terms of this Lease, in such form as may reasonably be requested by
 Lessee, all at Lessee's expense;
     (b)  Lessee shall provide evidence that Lessor has a prior
 perfected first priority lien and security interest in a qualified substitute
 unit, including appropriate UCC financing statement filings;
     (c)  Lessee shall deliver such other documents, instruments,
 showings and opinions as reasonably may be requested by Lessor.
Upon satisfaction of clauses (a) through (c) of this Section, (i) each such
 substitute unit shall be a "Unit" for all purposes of the Lease, and (ii) the
 Schedule, Lease Term, Rent, Payment Dates, and termination options
 applicable to each such substitute Unit shall be the same as those applicable
 to the Unit for which it was substituted.

O.   Direct Payment to Participants.
     If Lessor notifies Lessee that it has participated a portion of its
 interest in the Lease to another party, and if Lessor so requests, Lessee
 will (i) make its payments of Rent, Purchase Option Exercise Amount and
 Sale Recourse Amount in the proportions identified in writing by Lessor
 both to Lessor and directly to any such identified participant; and (ii)
 provide copies of all reports, financial information, notices or other
 communications required by or relating to the Lease directly to any such
 identified participant.

Year 2000
(a)  Lessee is in the process of (i) undertaking a detailed review and
 assessment of all areas within its business and operations that could be
 adversely affected by the "Year 2000 problem" (that is, the risk that
 computer applications used by Lessee may be unable to recognize and
 perform properly date-sensitive functions involving certain dates prior to
 and any date after December 31, 1999), (ii) developing a detailed plan and
 timeline for addressing the year 2000 problem on a timely basis, and (iii)
 will implement that plan in accordance with that timetable but in no event
 later than December 31, 1998.  Lessee reasonably anticipates that all

<PAGE>

 computer applications that are material to its business and operations will
 on a timely basis be able to perform properly date-sensitive functions for
 all dates before and after January 1, 2000 (i.e., be "Year 2000 compliant").
Lessee will use its best efforts to inquire of each of its key suppliers,
 vendors and customers as to whether such persons will on a timely basis be
 Year 2000 compliant in all material respects and to take appropriate
 remedial action with respect to any of such persons who are not expected to
 be so compliant.  For purposes hereof "key suppliers, vendors and
 customers" refers to those suppliers, vendors and customers of Lessee the
 business failure of which would with reasonable probability result in a
 material adverse change in the business, properties, condition (financial or
 otherwise) or prospects of Lessee.

Completion Covenant
Lessee has ordered from various vendors the equipment set forth in Exhibit
 F (the "New Bundy Equipment").  Lessee hereby represents, warrants and
 covenants to and with Lessor that, during the Utilization Period, Lessee will
 acquire, sell to and leaseback from Lessor the New Bundy Equipment and
 will install and make the New Bundy Equipment operational at Lessee's
 facility at 1861 South Bundy Drive, West Los Angeles, California 90025.


EXHIBIT A
     TO
     LEASE INTENDED AS SECURITY
     FORM OF
     DELIVERY DATE NOTICE

     (Date)

TO:       BA Leasing & Capital Corporation, a California
 corporation ("Lessor") under that certain Lease Intended as Security dated
 as of         , 1997, (the "Lease") between Lessor and Todd-AO Studios West
 (all capitalized terms used herein and not otherwise defined shall have the
 meanings assigned to them in the Lease, unless the context otherwise
 requires).

FROM:          Todd-AO Studios West

REGARDING:     Delivery Date Closing

     1.   A Delivery Date closing is scheduled for         , 1997 at the
 offices of Lessor, 555 California Street, 4th Floor, San Francisco, CA
  94104.

     2.   The Units to be acquired and accepted on such date are
 identified on Annex I hereto.

     3.   The aggregate Purchase Price for the Units to be acquired
 is $             , to be funded by Lessor in accordance with the Lease.  The
 Purchase Price for each Unit is listed on Annex I hereto.

     The Purchase Price shall be sent by wire transfer to Lessee at the
 following account:

     [Lessee's Wire Instructions].

<PAGE>


     Todd-AO Studios West

     By:

     Name Printed:

     Title:

     ANNEX I
     TO
     EXHIBIT A


     Description of Units


Make      Model          Serial#        Purchase Price

Location**

     EXHIBIT B
     TO
     LEASE INTENDED AS SECURITY

     LEASE SCHEDULE AND ACCEPTANCE CERTIFICATE NO.

     Reference is made to the Lease Intended as Security dated as of
             , 19    between BA LEASING & CAPITAL CORPORATION, as
 Lessor, and TODD-AO STUDIOS WEST, as Lessee (together with the
 Appendix thereto, the "Lease"; capitalized terms not otherwise defined
 herein having the same meanings as in the Lease).  The Lease is
 incorporated herein by reference.

     1.  ACCEPTANCE; CONFIRMATIONS.  Lessee confirms that (A)
 the equipment described in Annex I (the "Units") has been delivered to, is
 in the possession of and are accepted by Lessee for leasing under, and
 constitutes "Units" subject to and governed by, the Lease, (B) the Units
 (i) have been fully inspected by qualified agents of Lessee and are in good
 order, operating condition and repair, (ii) have been properly installed,
 (iii) meet all recommended or applicable safety standards, (iv) are, as of
 the Delivery Date set forth below, available for use and service by Lessee
 and Lessor, and (v) have been marked or labeled showing Lessor's interest
 in the form and to the extent required by the Lease; and (C) Lessee must
 pay the rent and all other sums provided for in the Leases with respect to
 such Units.

     2.  TERM, DELIVERY DATE, APPLICABLE PERCENTAGE
 AND SCHEDULE BALANCE.  The Lease Term of this Schedule shall
 commence on the date hereof.  The Delivery Date, the Base Date, the
 Applicable Percentage and the Schedule Balance as of each Payment Date,
 assuming the payment of all scheduled installments of Fixed Rent
 hereunder through such Payment Date, are set forth, respectively, in the
 appropriate portions of Annex II hereto.  Lessee may renew the Lease with
 respect to the Units for up to 4 consecutive one-year Renewal Terms.

     3.  RENT.  On each Payment Date during the Base Term and
 during each Renewal Term in effect, Lessee shall pay to Lessor, the amount

<PAGE>

 of the Fixed Rent set forth at Annex II hereto and the applicable amount of
 Variable Rent.  Lessee hereby confirms its agreement, in accordance with
 the Lease as supplemented by this Lease Schedule, to pay Rent to Lessor,
 for each Unit leased hereunder.  Nothing herein shall reduce Lessee's
 obligation to make all other payments required under the Lease, including
 those payments to be made on the last day of the Lease Term pursuant to
 Paragraph I of the Appendix to Lease.

     4.  WARRANTY.  Lessee hereby represents and warrants that (I)
 no event which would constitute a Casualty Occurrence under the Lease
 has occurred with respect to the Units set forth on Annex I hereto as of the
 date hereof, and (ii) no Default or Event of Default exists on the date
 hereof.  Lessee hereby reaffirms each of the representations and warranties
 set forth in the Lease as if made on the date hereof, including that the
 Units set forth on Annex I hereto are free and clear of all liens other than
 liens in favor of Lessor.

     5.  CHATTEL PAPER COUNTERPARTS.  Two counterparts of
 this Lease Schedule and Acceptance Certificate have been executed by the
 parties hereto.  One counterpart has been prominently marked "Lessor's
 Copy".  One counterpart has been prominently marked "Lessee's Copy".
 Only the counterpart marked "Lessor's Copy" shall evidence a monetary
 obligation of Lessee.

     IN WITNESS WHEREOF, Lessor and Lessee have executed this
 Lease Schedule and Acceptance Certificate as of the Delivery Date set forth
 above.

Lessor:

BA LEASING & CAPITAL CORPORATION

By
Title:

     Lessee:

     TODD-AO STUDIOS WEST


     Dated as of:                     , 19

     ANNEX I
     TO
     LEASE SCHEDULE AND ACCEPTANCE
     CERTIFICATE NO. __


Units Purchased by Lessor
and Subject to this Lease Schedule
and Acceptance Certificate                        Purchase Price

     ANNEX II
     TO
     LEASE SCHEDULE AND ACCEPTANCE
     CERTIFICATE NO. __

<PAGE>

Delivery Date:                ____________

Aggregate Purchase Price      ____________

Base Date:               ____________

     "Applicable Percentage" shall mean, with respect to the end of the
 Base Term and each Renewal Term, the percentage set forth below
 opposite each such date:

     End of                        Applicable Percentage

     Base Term                     __%
     First Renewal Term                 __%
     Second Renewal Term                __%
     Third Renewal Term                 __%
     Fourth Renewal Term                __%

     The percentage used to calculate the Recourse Deficiency Amount
 with respect to the Units described in this Schedule shall be 15%.

     Fixed Rent Payments & Schedule Balance:

   Payment        Fixed
    Number        Rent Payment     Schedule Balance






        TOTALS:
     ANNEX III
     TO
     LEASE SCHEDULE AND ACCEPTANCE
     CERTIFICATE NO. __



Location of Units:

[street address, state, county, city]

[legal description of Site]

     EXHIBIT C
     TO
     LEASE INTENDED AS SECURITY


RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

Name

<PAGE>

Street
Address
City,
State, Zip


SPACE ABOVE THIS LINE FOR RECORDER'S USE

     CONSENT TO REMOVAL OF PERSONAL PROPERTY


KNOW ALL MEN BY THESE PRESENTS:

(i)The undersigned has an interest
                   as
                     (OWNER, MORTGAGE HOLDER, TRUST DEED
                      HOLDER, LESSOR, SELLER UNDER CONDI-
                      TIONAL CONTRACT OF PURCHASE AND SALE)

in the real property, described in Annex 1 (the "Real Property"):




     (ii)                ("Lessee") has entered into or will enter into a Lease
 Intended as Security with BA Leasing & Capital Corporation ("Lessor");
 the Lease covers certain personal property (the "Personal Property") which
 is or will be located upon the Real Property, and is described as follows:





     (iii)  Lessor, as a condition to entering into the Lease, requires that
 the undersigned consent to the removal by Lessor of the Personal Property
 from the Real Property, no matter how it is affixed thereto, and to the other
 matters set forth below.


     NOW, THEREFORE, for a good and sufficient consideration,
 receipt of which is hereby acknowledged, the undersigned consents to the
 placing of the Personal Property on the Real Property, and agrees with
 Lessor as follows:

1.   The Personal Property shall be considered to be personal property
 and shall not be considered part of the Real Property regardless of whether
 or by what means it is or may become attached or affixed to the Real
 Property.

2.   The undersigned has not and will not claim any interest in the
 Personal Property.

3.   The undersigned will permit Lessor to enter upon the Real Property
 for the purpose of exercising any right it may have under the terms of the
 Lease, or otherwise including, without limitation, the right to remove the
 Personal Property from the Real Property; provided, however, that if
 Lessor, in removing the Personal Property damages any improvements of

<PAGE>

 the undersigned on the Real Property, Lessor will at its expense, cause
 same to be repaired.

     4.   This agreement shall be binding upon the heirs, successors
 and assigns of the undersigned.

     IN WITNESS WHEREOF, the undersigned has executed this
 instrument on                           , 19  .



     By:                                     By:

     The foregoing Consent must be
     acknowledged before a Notary
     Public and returned to
     BA LEASING & CAPITAL CORPORATION

     ANNEX 1
     TO
     EXHIBIT C



That certain real property in the County of _________,
State of ______________, legally described as:

     EXHIBIT D
TO
     LEASE INTENDED AS SECURITY


     BILL OF SALE

     For valuable consideration TODD-AO STUDIOS WEST ("Seller")
 sells to BA LEASING & CAPITAL CORPORATION ("Buyer"), the
 property listed on Annex A (the "Property").

     Seller covenants and warrants that:

     (1)  it is the owner of, and has absolute title to, the Property
 which is free and clear of all claims, liens and encumbrances;

     (2)  it has the present right, power, and authority to sell the
 Property to Buyer; and

     (3)  this Bill of Sale is a legal, valid and binding obligation of
 Seller.

     Seller shall forever warrant and defend the sale of the Property to
 Buyer, its successors and assigns, against any person claiming an interest in
 the Property.

     This Bill of Sale is binding on the successors and assigns of Seller
 and inures to the benefit of the successors and assigns of Buyer.

<PAGE>

     Executed on                           , 19   , at

                         TODD-AO STUDIOS WEST



                         By


                         Title


        ANNEX A
     TO
     BILL OF SALE


Description of Units     Location      Purchase Price

     EXHIBIT E-1
TO
     LEASE INTENDED AS SECURITY

     OPINION OF LESSEE'S COUNSEL

BA Leasing & Capital Corporation
Two Embarcadero Center
San Francisco, California

Attention:

     Re:  Lease Intended as Security dated as of
          BA Leasing & Capital Corporation, as Lessor, and
                                     , as Lessee

Ladies and Gentlemen:


     The undersigned is counsel for  Todd-AO Studios West ("Lessee"),
 a California corporation, having its principal place of business at     ,
 and in such capacity have examined counterparts of the documents
 executed by Lessee in connection with leasing of certain personal property
 pursuant to the Lease Intended as Security  (the "Lease") dated as of
             19,  , between Lessee and BA Leasing & Capital Corporation
 ("Lessor").  We have examined the Lease, the certificates of officers and
 representatives of Lessee and such other documents and papers as we have
 deemed necessary for the expression of the opinions contained herein.  In
 such examinations we have assumed the authenticity of all documents
 submitted to us as originals, conformity to the original documents of all
 documents submitted to us as certified or photostatic copies and the
 authenticity of the originals of such latter documents.

     Based on our examinations mentioned above and relying upon
 statements of fact contained in the documents we have examined, we are of
 the opinion that:

     (1)  Lessee is a corporation duly organized and existing under
 the laws of Delaware, is qualified to do business in every state in which the

<PAGE>

 quantity or nature of its business or property make such qualification
 necessary, is in good standing in each such state and has full and adequate
 corporate powers to carry on and conduct its business as now conducted.

     (2)  The Lease has been duly authorized, executed and
 delivered by Lessee and is a legal, valid and binding agreement of Lessee.

     (3)  Lessee has full right, power and authority to execute and
 deliver the Lease and perform its obligations thereunder; and the execution
 and delivery of the Lease by Lessee does not, and performance by Lessee
 thereof will not, contravene any charter or by-law provision of Lessee or of
 any indenture, covenant, instrument or agreement of to which Lessee is a
 party or by which Lessee or any of its properties is bound or affected.

     (4)  No approval, consent, exemption, authorization or other
 action by, or notice to or filing with, any government authority is necessary
 in connection with the execution, delivery, performance by Lessee or
 enforcement by Lessor of the Lease, or if necessary the same has been
 obtained as described in Annex A.

     (5)  There is no law, rule or regulation that would be
 contravened by the execution, delivery, performance by Lessee or
 enforcement by Lessor of the Lease, nor are there, as of the date hereof,
 any actions, suits, or proceedings (whether or not purportedly on behalf of
 Lessee) pending, or to our knowledge, threatened against or affecting
 Lessee, at law or in equity or before any Federal, state, municipal or other
 governmental department, commission, board, bureau, agency or
 instrumentality, which involve the possibility of any judgment, or liability,
 which items are not fully covered by insurance, or which may result in any
 material adverse change in the business, operations, properties or assets or
 in the condition, financial or otherwise, of Lessee, and we have no
 knowledge of any default on Lessee's part with respect to any order, writ,
 injunction or decree of any court or Federal, state, municipal or other
 governmental department, commission, board, bureau, agency or
 instrumentality, that may result in such material adverse change.

     (6)  The Units to be leased in accordance with the Lease will
 be personal property.

     (7)  The Lease is enforceable against Lessee in accordance
 with its terms, subject to applicable bankruptcy, insolvency, moratorium,
 reorganization or other similar laws affecting creditors' rights generally
 now  or hereafter in effect and to the application of equitable principles if
 equitable remedies are sought.

          Very truly yours,


     EXHIBIT E-2
     TO
     LEASE INTENDED AS SECURITY


     OPINION OF GUARANTOR'S COUNSEL


BA Leasing & Capital Corporation

<PAGE>

555 California Street, 4th Floor
San Francisco, California  94104

Attention:

     Re:  Lease Intended as Security dated as of

          BA Leasing & Capital Corporation ("Lessor")
           and Todd-AO Studios West ("Lessee").

Ladies and Gentlemen:

     The undersigned is counsel for Todd-AO Corporation
 ("Guarantor"), a Delaware corporation, having its principal place of
 business at              , and in such capacity has examined counterparts
 of the Guaranty dated                         , 19     executed by Guarantor
 (the "Guaranty") in connection with leasing of certain personal property
 pursuant to a Lease Intended as Security dated as of            (the "Lease")
 between Lessee and Lessor.  I have examined the Lease and the Guaranty,
 the certificates of officers and representatives of Guarantor and such other
 documents and papers as I have deemed necessary for the expression of the
 opinions contained herein.  In such examinations I have assumed the
 authenticity of all documents submitted to me as originals, conformity to
 the original documents of all documents submitted to me as certified or
 photostatic copies and the authenticity of the originals of such latter
 documents.

     Based on my examinations mentioned above and relying upon
 statements of fact contained in the documents I have examined, I am of the
 opinion that:

     1.   Guarantor is a corporation duly organized and existing in
 good standing under the laws Delaware, is qualified to do business in every
 state in which the quantity or nature of its business or property make such
 qualification necessary, is in good standing in each such state and has full
 and adequate corporate powers to carry on and conduct its business as now
 conducted.

     2.   The Guaranty has been duly authorized, executed and
 delivered by Guarantor and is a legal, valid and binding agreement of
 Guarantor.

     3.   Guarantor has full right, power and authority to execute
 and deliver the Guaranty and perform its obligations thereunder; and the
 execution and delivery of the Guaranty by Guarantor does not, and the
 performance by Guarantor thereof will not, contravene any charter or
 by-law provision of Guarantor or any indenture, covenant, instrument or
 agreement to which Guarantor is a party or by which Guarantor or any of its
 properties is bound or affected.

     4.   No approval, consent, exemption or other action by, or
 notice to or filing with, any government authority is necessary in connection
 with the execution, delivery, performance by Guarantor or enforcement by
 Lessor of the Guaranty, or if necessary the same has been obtained as
 described in Annex A.

     5.   There is no law, rule or regulation that would be

<PAGE>

 contravened by the execution, delivery, performance by Guarantor or
 enforcement by Lessor of the Guaranty, nor are there, as of the date hereof,
 any actions, suits, or proceedings (whether or not purportedly on behalf of
 Guarantor) pending, or to my knowledge, threatened against or affecting
 Guarantor, at law or in equity or before any Federal, state, municipal or
 other governmental department, commission, board, bureau, agency or
 instrumentality, which involve the possibility of any judgment, or liability,
 which items are not fully covered by insurance, or which may result in any
 material adverse change in the business, operations, properties or assets or
 in the condition, financial or otherwise, of Guarantor, and I have no
 knowledge of any default on Guarantor's part with respect to any order,
 writ, injunction or decree of any court or Federal, state, municipal or other
 governmental department, commission, board, bureau, agency or
instrumentality, that may result in such material adverse change.

     6.   The Guaranty is enforceable against Guarantor in
 accordance with its terms, subject to applicable bankruptcy, insolvency,
 moratorium, reorganization or other similar laws affecting creditors' rights
 generally now or hereafter in effect and to the application of equitable
 principles if equitable remedies are sought.


               Very truly yours,



     EXHIBIT F
     TO
     LEASE INTENDED AS SECURITY

New Bundy Equipment


EXHIBIT G
     TO
     LEASE INTENDED AS SECURITY

     GUARANTY

     WHEREAS, BA Leasing & Capital Corporation ("Lessor"), as a
 condition precedent to entering into a lease agreement dated as of
 November __, 1997  (the "Lease") between Lessor and Todd-AO Studios
 West ("Lessee") has requested that Todd-AO Corporation ("Guarantor")
 unconditionally guarantee the obligations of Lessee under the Lease and
 under any other agreement executed in connection with the Lease (the
 "Obligations").

     NOW, THEREFORE, Guarantor unconditionally guarantees and
 promises to pay to Lessor, or order, on demand any and all of the
 Obligations.

     The liabilities of Guarantor are and separate and independent of the
 Obligations, and a separate action may be brought and prosecuted against
 Guarantor whether action is brought against Lessee or whether Lessee is
 joined in any such action; and Guarantor waives the benefit of any Statute
 of Limitations affecting their liability hereunder or the enforcement thereof.

<PAGE>

     The liability under this Guaranty is exclusive of liability under any
 other guaranties executed by Guarantor for the benefit of Lessor or any
 company related to Lessor.

     Guarantor authorizes Lessor, without notice or demand and without
affecting its liability hereunder, from time to time, to:

          (a)  renew, compromise, extend, accelerate or
otherwise change the time for payment of, or otherwise change the terms of
 the Obligations or any part thereof;

          (b)  accept and hold security for the payment of this
 Guaranty or the Obligations, and exchange, enforce, waive, release, fail to
 perfect, sell or otherwise dispose of any such security;

          (c)  apply such security and direct the order and
 manner of sale thereof as Lessor in its discretion may determine; and

          (d)  release or substitute any one or more of the
 endorsers or guarantors.

     Guarantor waives any right to require Lessor to (a) proceed against
 Lessee, (b) proceed against or exhaust any security held from Lessee, or (c)
 pursue any other remedy in Lessor's power whatsoever.  Guarantor waive
 any defense arising by reason of any disability or other defense of Lessee
 or by reason of the cessation from any cause whatsoever of the liability of
 Lessee or any claim that Guarantor's obligations exceed or are more
 burdensome than those of Lessee.  Guarantor shall have no right of
 subrogation, and waive any right to enforce any remedy Lessor now has or
 may hereafter have against Lessee, and waives any interest in the property
 leased and any benefit of, and any right to participate in any security now
 or hereafter held by Lessor.  Lessor may foreclose, either by judicial
 foreclosure or by exercise of power of sale, any deed of trust securing the
 Obligations and, even though the foreclosure may destroy or diminish
 Guarantors' rights against Lessee, Guarantor shall be liable to Lessor for
 any part of the Obligations remaining unpaid after the foreclosure.
 Guarantor waives all presentments, demands for performance, notices of
 non-performance, protests, notices of protests, notices of dishonor, and
 notices of acceptance of this Guaranty and of the existence, creation, or
 incurring of new or additional Obligations.  Guarantor expressly waives any
 and all rights of subrogation, reimbursement and contribution (contractual,
 statutory or otherwise), including without limitation, any "claim" or right
 of subrogation under Title 11 of the U.S. Code, against Lessee/Debtor
 arising from the existence or performance of this guaranty or the Lease and

 Guarantor irrevocably waives any right to enforce any remedy Lessor now
 has or may hereafter have against Lessee/Debtor, and waives any benefit of,
 and any right to participate in, any security now or hereafter held by
 Lessor.

     In addition to all liens upon, and rights of setoff against the
 moneys, securities and other property of Guarantor given to Lessor by law,
 Lessor shall have a lien upon and a right of setoff against all moneys,
 securities and other property of Guarantor now or hereafter in the
 possession of or on deposit with Lessor whether held in a general or special
 account or deposit, or for safekeeping or otherwise, and every such lien and
 right of setoff may be exercised without demand upon or notice to

<PAGE>

 Guarantor.  No lien or right of setoff shall be deemed to have been waived
 by any act or conduct on the part of Lessor, or by any neglect to exercise
 such right of setoff or to enforce such lien, or by any delay in so doing,
 and every right of setoff and lien shall continue in full force and effect
 until such right of setoff or lien is specifically waived or released by an
 instrument in writing executed by Lessor.

     Any obligations of Lessee to Guarantor, now or hereafter existing,
 including but not limited to any obligations to Guarantor as subrogees of
 Lessor or resulting from Guarantor' s performance under this Guaranty, are
 hereby subordinated to the Obligations and any other indebtedness of
 Lessee to Lessor.  Such Obligations of Lessee to Guarantors, if Lessor shall
 so request, shall be enforced and performance received by Guarantor as
 trustees for Lessor and shall be paid over to Lessor on account of the
 Obligations and any other indebtedness of Lessee to Lessor, but without
 reducing or affecting the liability of Guarantor under the other provisions
 of this Guaranty.

     Guarantor understands and acknowledges that, by virtue of this
 Guaranty, it have specifically assumed any and all risks of a bankruptcy or
 reorganization case or proceeding with respect to Lessee.  As an example
 and not by way of limitation, a subsequent assignment, rejection or
 modification of the Lease in any reorganization case concerning Lessee
 shall not affect the obligation of Guarantors to pay the amounts in
 accordance with the Lease.  If any amount guaranteed hereunder is paid by
 Lessee and the payee is required by court order to return such payment to
 Lessee or any trustee, receiver, custodian, liquidator or other similar
 officer of either of them (and is so returned) then Guarantor shall,
 notwithstanding any termination or cancellation of this Guaranty, remain
 fully liable with respect to any such amount as if such amount had not been
 paid by Lessee.

     Guarantor agrees to pay all allocated time charges, costs and
 expenses of the Legal Department of Bank of America National Trust and
 Savings Association and any other attorneys' fees, expenses or
 out-of-pocket costs and expenses incurred by Lessor in enforcing this
 Guaranty.

     Guarantor acknowledges and agrees that it shall have the sole
 responsibility for obtaining from Lessee such information concerning
 Lessee's financial condition or business operations as Guarantors may
 require, and that Lessor has no duty at any time to disclose to Guarantor
 any information relating to the business operations or financial condition
 of Lessee.

     Lessor may, without notice to Guarantor and without affecting
 Guarantor's obligations hereunder, assign the Obligations and this
 Guaranty, in whole or in part.  Guarantor agrees Lessor may disclose to any
 prospective purchaser and any purchaser of all or part of the Obligations
 any and all information in Lessor's possession concerning Guarantor, this
 Guaranty and any security for this Guaranty.

     Guarantor shall

          (a)  keep its books and records in accordance with
 generally accepted accounting principles and practices consistently applied
 and shall deliver to Lessor its annual audited financial statements,

<PAGE>

 including without limitation Guarantor's SEC form 10-K within 30 days of
 filing, and such other financial statements and information as Lessor may
 reasonably request.;

     (b)  as soon as available but not later than 60 days after the
 end of each of the first three fiscal quarters of the Guarantor the unaudited
 consolidated balance sheet of Guarantor and its subsidiaries as at the end of
 such fiscal quarter, and the unaudited consolidated statement of income and
 retained earnings and of changes in cash flow of Guarantor and its
 subsidiaries for such fiscal quarter and that portion of the fiscal year
 ending with such quarter, certified by a responsible officer of Guarantor as
 being prepared in accordance with generally accepted accounting principles
 and complete and correct and fairly presenting the financial condition and
 results of operations of Guarantor and its subsidiaries;

     (c)  as soon as available but no later than 120 days after the
 end of each of its fiscal years, a complete copy of an audit report of
 Guarantor and its subsidiaries which shall include at least the consolidated
 balance sheet of guarantor and its subsidiaries as of the close of such year,
 and the consolidated statement of income and retained earnings and of
 changes in cash flows of Guarantor for such year, prepared in accordance
 with generally accepted accounting principles and fairly presenting the
 Guarantor's financial position and results of operations, certified by
 Deloitte-Touche, or other independent public accounting firm of recognized
 national standing selected and satisfactory to Lessor.  Such certificate
 shall not be qualified or limited because of restricted or limited
 examination by such by Guarantor accountant of any material portion of
 Guarantor's records.

Guarantor shall at all times comply, and shall cause each of its subsidiaries
 and affiliates to comply, with the covenants set forth in the Credit
 Agreement dated as of October 20, 1997 between Guarantor and Bank of
 America National Trust and Savings Association (giving effect to any
 applicable grace and cure periods), and in determining compliance with
 such covenants for purposes of this Agreement at any time following the
 termination of such facility (1) each covenant in effect immediately prior to
 the termination of such facility shall be deemed to have survived such
 termination and be incorporated herein, and (2) any action that would
 require consent or approval thereunder shall require the consent or approval
 of Lessor.

     While any Obligation remains outstanding, Guarantor shall not
 create, assume or suffer to exist any security interest, encumbrance or lien
 (including the lien of an attachment, judgment or execution), securing a
 charge or obligation, on or of any of its current assets, as such term is
 defined under general accepted accounting principles, whether now owned
 or hereafter acquired.

Credit information relating to Guarantor may be disseminated among Lessor
 and any of its affiliates and any of their respective successors and assigns.

     Lessor shall have no duty to inquire into the powers of Lessee or
 the officers, directors, partners, or agents acting or purporting to act on
 its behalf and any obligations made or created in reliance upon the
 professed exercise of such powers shall be Obligations guaranteed
 hereunder.

<PAGE>

     This Guaranty shall be governed by and construed according to the
 laws of California, to the jurisdiction of which the parties hereto submit.


     IN WITNESS WHEREOF, the undersigned Guarantor has
 executed this Guaranty this            day of November, 1997.


          Todd-AO Corporation
                  (Guarantor)

     By:

     Name:

     Title:

     900 N. Seward Street
     Hollywood, CA  90038
**Please provide street address, county and State.