EXHIBIT 10.1







                         AGREEMENT OF PURCHASE AND SALE


                                     Between


                     UNITED TRUST FUND LIMITED PARTNERSHIP,

                                  as Purchaser,


                                       and


                                    POINT 360


                                   as Seller,





                             Dated December 30, 2005





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Section 1.        Agreement To Purchase.......................................1

Section 2.        Purchase Price..............................................1

Section 3.        Lease/Rent..................................................2

Section 4.        Survey; Title; Environmental Audit..........................2

Section 5.        Inspection; Due Diligence...................................3

Section 6.        Closing.....................................................3

Section 7.        Conditions to Closing.......................................4

Section 8.        Prorations..................................................6

Section 9.        Risk of Casualty Loss.......................................6

Section 10.       Representations of Seller...................................6

Section 11.       Representations of Purchaser................................7

Section 12.       Notices.....................................................7

Section 13.       Assignment..................................................8

Section 14.       Deposit; Remedies...........................................8

Section 15.       Brokerage Commission........................................9

Section 16.       Transaction Costs...........................................9

Section 17.       Miscellaneous...............................................9


EXHIBIT A--Legal Description
EXHIBIT B--Rents
EXHIBIT C--Lease
SCHEDULE I--Severable Property


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                         AGREEMENT OF PURCHASE AND SALE


        THIS  AGREEMENT  OF  PURCHASE  AND SALE (this  "Agreement")  is made and
entered into as of the 30th day of December,  2005 (the "Effective Date") by and
between UNITED TRUST FUND LIMITED  PARTNERSHIP,  a Delaware limited  partnership
("Purchaser"), POINT 360, a California corporation ("Seller").

                              W I T N E S S E T H :

        For  and  in   consideration   of  the  mutual  covenants  and  promises
hereinafter set forth, the parties hereto do hereby mutually  covenant and agree
as follows:

        Section 1. AGREEMENT TO PURCHASE.  The Purchaser  agrees to purchase and
the  Seller  agrees to sell,  for the  Purchase  Price (as  defined in Section 2
hereof) and other good and valuable consideration,  and subject to and upon each
and  every  one  of  the  terms  and  conditions   hereinafter  set  forth,  the
following-described  property (all of which are collectively  referred to as the
"Premises"):

        (a)  fee simple  interest  in the  approximately  3 acre  parcel of land
             located at 2701 Media Center Drive, Los Angeles,  California,  more
             particularly  described on Exhibit A attached to this Agreement and
             made part of this Agreement (the "Land");

        (b)  all   of   the   buildings,   structures,   fixtures,   facilities,
             installations and other  improvements of every kind and description
             (including  without limitation the steel racks and shelving used to
             store film, video and other elements) now or hereafter in, on, over
             and under the Land and all plumbing, gas, electrical,  ventilating,
             lighting and other utility systems,  ducts, hot water heaters,  oil
             burners, domestic water systems, elevators,  escalators,  canopies,
             air  conditioning  systems  and  all  other  building  systems  and
             fixtures  attached to or  comprising  a part of the  building,  but
             excluding Severable Property as set forth on Schedule I hereto (the
             "Improvements"); and

        (c)  all easements,  rights-of-way,  appurtenances  and other rights and
             benefits thereunto belonging, all public or private streets, roads,
             avenues,  alleys or passways,  open or proposed, on or abutting the
             Land,  any award  hereafter  made to or to be made in lieu thereof,
             and any  award  hereafter  made for  damage to the land or any part
             thereof by reason of a change of grade in any street,  alley,  road
             or avenue, as aforesaid (all of the foregoing being included within
             the term "Land").

        Section 2. PURCHASE  PRICE.  The purchase price to be paid to Seller for
the Premises  shall be Fourteen  Million One Hundred Fifty Six Thousand  Dollars
($14,156,000.00)  (the  "Purchase  Price").  The Purchase Price shall be paid by
Purchaser by bank wire of same day funds as follows:

        (a)  Two Hundred Thousand Dollars ($200,000.00) (the "Deposit") shall be
             paid within two (2) business  days after the execution and delivery
             of this Agreement to the Title Company (as defined herein).

        (b)  At Closing the  balance of the  Purchase  Price shall be  deposited
             with the Title Company and shall be paid to Seller.

        Section 3.  LEASE/RENT.  At Closing (as defined in Section 6 hereof) the
Premises shall be leased to Seller  pursuant to the Lease  Agreement (as defined
in Section  7(a)(ii)  hereof) and the annual rent  thereunder (the "Basic Rent")
shall be as is set forth on Exhibit B attached hereto.

        Section 4. Due Diligence Materials.

        (a)  With reasonable  promptness,  Seller shall deliver to Purchaser the
             following  items  which  comply  with the  requirements  set  forth
             herein:


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             (i)    a certified  ALTA/ACSM "as built"  survey (the  "Survey") of
                    the Premises,  together with six (6) copies thereof, in form
                    and substance reasonably satisfactory to Purchaser,  showing
                    the  Premises  separately  by metes and bounds and  showing,
                    without  limitation,  the location of all existing buildings
                    and  dimensions   thereof  and  all  set-back   lines,   all
                    improvements  and  parking  areas  (including  the number of
                    parking  spaces  therein) and the  location  thereof and the
                    extent of any and all existing  utility and other  easements
                    on the Premises  which are shown on the title  commitment or
                    are visible from the surface.

             (ii)   an  owner's  title  insurance  commitment  and copies of all
                    title exception documents referenced therein  (collectively,
                    the  "Commitment")  with respect to the  Premises  issued by
                    Chicago  Title  Insurance  Company  (the  "Title  Company"),
                    National  Business  Unit,  1129-20th  Street NW,  Suite 300,
                    Washington,  D.C. 20036, Attention: Angela Rice, for an ALTA
                    Form B policy with extended  coverage and such  endorsements
                    as requested by Purchaser  bearing a date  subsequent to the
                    date of this  Agreement.  Purchaser  shall  request that the
                    Title  Company  use Chicago  Title  Insurance  Company,  700
                    Flower  Street,  Suite 800, Los Angeles,  California  90017,
                    Attention: Clark McKinnon as the local title agent;

             (iii)  "as-built" plans and specifications;

             (iv)   copies of any existing  leases,  if any,  between Seller and
                    tenants of the Premises (the "Subleases");

             (v)    Seller shall have delivered copies of the  certificate(s) of
                    occupancy to Purchaser; and

             (vi)   Seller  shall have  caused the  delivery to  Purchaser  of a
                    letter  from  the  governmental   department  having  zoning
                    jurisdiction   over  the  Premises  in  the  form  typically
                    delivered by such department to the effect that the Premises
                    fully  complies  with all zoning,  ordinances,  regulations,
                    licenses  and  permits  required  by any  such  governmental
                    department having jurisdiction over the Premises.

        (b)  Purchaser shall promptly begin the selection  process for qualified
             professionals and thereafter order the following items:

             (i)    a current complete Phase I environmental  site assessment of
                    the Premises (the "Environmental Audit"), which is in a form
                    and  substance  acceptable  to Purchaser and conducted by an
                    environmental inspection company acceptable to Purchaser;

             (ii)   a current property condition assessment of the Premises (the
                    "Engineering  Report"),  which  is in a form  and  substance
                    acceptable  to  Purchaser  and  prepared  by an  engineering
                    company acceptable to Purchaser; and

             (iii)  a current MAI appraisal in form and  substance  satisfactory
                    to  Purchaser  (the  "Appraisal"),  prepared by an appraiser
                    acceptable to Purchaser.

        The materials  referred to in subsections  4(a)(i),  4(a)(ii),  4(a)(iv)
through  4(a)(vi),   4(b)(i)  through  4(b)(iii)  are  hereinafter  collectively
referred to as the "Due Diligence Materials." Purchaser shall have five (5) days
after the delivery of all of the Due Diligence  Materials within which to object
to the form  thereof.  Seller shall have fifteen (15) days,  or such  additional
time as may be  reasonably  necessary,  within which to cure any form  objection
made by Purchaser.  The date upon which the last of the Due Diligence  Materials
in form  reasonably  acceptable  to  Purchaser  are  delivered  to  Purchaser is
referred to herein as the "Delivery Date."


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        Purchaser  shall have until such date that is thirty (30) days after the
Delivery Date (the "Due Diligence  Period") within which to object in writing to
the substantive matters reflected in the Due Diligence  Materials.  If Purchaser
shall timely provide Seller with any such objection,  Seller shall within thirty
(30) days  thereafter (i) remove or cure any such matters to which Purchaser has
objected or (ii) enter into an agreement  in form and  substance  acceptable  to
Purchaser  to  remove or cure such  matters  prior to  Closing  and  proceed  to
Closing.  If Seller  shall  fail to remove or cure,  or agree to remove or cure,
such matters to which  Purchaser has objected within such thirty (30)-day period
or if in the judgment of Purchaser  such matters cannot be cured or if any title
defect appears  between the expiration of the Due Diligence  Period and Closing,
then Purchaser shall have the right to proceed to waive such objections or title
defect and proceed to Closing or terminate this Agreement.  In the event of such
termination  the Deposit  shall be returned to Purchaser and neither party shall
have any further  obligation  under this Agreement  except as  specifically  set
forth herein.

        Section 5. INSPECTION; DUE DILIGENCE. During the term of this Agreement,
Purchaser  or  its  agents  shall  be  permitted  access  to the  Premises  upon
reasonable  notice so long as Purchaser  shall not interfere with the operations
of Seller. Purchaser shall have until the expiration of the Due Diligence Period
to  inspect  the  Premises  and  perform  whatever  investigations,   tests  and
inspections Purchaser deems reasonably appropriate.  Seller shall cooperate with
Purchaser's  due diligence  review and shall make  available to Purchaser,  upon
reasonable   notice  and  during  business  hours,   all  reasonably   requested
information  regarding  the  Premises.  Upon  Purchaser's  request for  specific
information,  Seller  shall  also make  available  to  Purchaser  (i) all public
information  concerning  Seller's  general  business  affairs and (ii) financial
information   which  would  comply  with  Securities  and  Exchange   Commission
requirements  for  reporting by a public  company for the most recent annual and
quarterly fiscal periods of Seller. Prior to the expiration of the Due Diligence
Period,   Purchaser  shall  have  the  right  to  terminate  this  Agreement  if
Purchaser's  due diligence  reveals any matters which would make the Premises or
the  transaction  contemplated  by this Agreement  unacceptable  to Purchaser in
Purchaser's sole discretion.

        Section  6.  CLOSING.  Subject  to the  provisions  of Section 7 of this
Agreement the closing of the purchase and sale transaction  contemplated by this
Agreement (the "Closing")  shall occur not later than thirty (30) days after the
expiration of the Due Diligence Period (the "Closing  Date").  The Closing shall
occur on the  Closing  Date at 10:00 a.m.  in the  offices of the Title  Company
unless another place of Closing is mutually agreed to by Seller and Purchaser.

        At the Closing,  and as a condition of Purchaser's  obligation to close,
Seller is to convey  title to the  Premises to Purchaser by a special or limited
warranty deed  sufficient to permit the issuance of the owner's  policy of title
insurance  referred  to in  subsection  7(a)(iii)  of this  Agreement  with  any
required  documentary  stamps  affixed  thereto,  free and  clear of any and all
liens,  encumbrances,  covenants,  conditions and restrictions,  except for such
exceptions  as  may  be  approved  in  writing  by  Purchaser  (the   "Permitted
Exceptions").

        Section 7.  CONDITIONS TO CLOSING.

        (a)  Purchaser  shall not be  obligated  to close the  purchase and sale
             transaction  contemplated  by  this  Agreement  until  all  of  the
             following conditions have been waived by Purchaser or satisfied:

             (i)    Purchaser  shall  have  received  all items  referred  to in
                    Section 4 of this Agreement;

             (ii)   Seller shall have  executed and delivered to Purchaser (A) a
                    total of five original  counterparts  executed by Seller, as
                    lessee, of a lease agreement with Purchaser, as lessor, with
                    respect to the  Premises  in form  attached  as Exhibit C to
                    this Agreement (the "Lease Agreement") with modifications as
                    may be  required by  applicable  state law and to conform to
                    the particular facts of the Premises; provided, however, the
                    rent during the Primary  Term and  Extended  Terms,  if any,
                    shall be as  indicated  on the  Rent  Schedule  attached  as
                    Exhibit B to this Agreement,  together with (B) a memorandum
                    thereof in recordable form ;


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             (iii)  The Title  Company  shall have issued to  Purchaser  an ALTA
                    Form B  owner's  fee  policy  of  title  insurance  for  the
                    Premises,  insuring  title to the Premises to be in the name
                    of  Purchaser  as set  forth  herein,  and a  simultaneously
                    issued  ALTA   lender's   policy  of  title   insurance   to
                    Purchaser's  financial  institution,  if one is used,  in an
                    amount  equal to the  Purchase  Price  with  respect  to the
                    owner's  policy  and  in an  amount  not  in  excess  of the
                    Purchase  Price  with  respect  to the  lender's  policy and
                    containing   only   Permitted   Exceptions   and   otherwise
                    consistent with the title insurance  commitment  referred to
                    in subsection 4(b) of this Agreement or, in the alternative,
                    an irrevocable  commitment for the issuance  thereof showing
                    that all requirements have been satisfied;

             (iv)   Seller shall have  delivered to  Purchaser  certificates  in
                    form and substance  satisfactory to Purchaser evidencing the
                    insurance  coverage and policies to be carried by Seller, as
                    lessee,  under  the  terms  of the  Lease  Agreement  naming
                    Purchaser  or  Purchaser's  nominee or  assigns  (if any) as
                    additional insured;

             (v)    Seller shall have delivered to Purchaser evidence,  which is
                    reasonably  satisfactory  to Purchaser and the Title Company
                    authorizing   the  sale  of  the   Premises  by  Seller  and
                    authorizing  the execution,  delivery and performance of the
                    Lease Agreement by Seller;

             (vi)   Seller shall have caused to be  delivered  to Purchaser  and
                    Purchaser's  financial  institution  with  respect  to  this
                    transaction,  if any,  an opinion or  opinions  by  Seller's
                    counsel, to the effect that the Lease Agreement  constitutes
                    the  legal,  valid and  binding  obligation  of  Seller,  as
                    lessee, enforceable against Seller, as lessee, in accordance
                    with its terms,  subject to qualifications for bankruptcy or
                    insolvency  and  principles  of  equity,  and to such  other
                    effects as Purchaser may reasonably require;

             (vii)  There  shall  have been no  material  adverse  change in the
                    financial condition of Seller from the date hereof;

             (viii) Seller  shall have  delivered  to  Purchaser a  "nonforeign"
                    certificate in form and substance reasonably satisfactory to
                    Purchaser,  or such  other  evidence  that  Seller  is not a
                    "foreign person" within the meaning of Internal Revenue Code
                    Section 1445 as Purchaser may reasonably require;

             (ix)   Seller  shall have  caused  all  Subleases  existing  at the
                    Closing to be subordinated  to the Lease Agreement  pursuant
                    to subordination agreements in form and substance reasonably
                    satisfactory to Purchaser;

             (x)    All representations,  warranties and covenants of Seller set
                    forth  herein  shall  have  been  true  and  correct  in all
                    material  respects  when made and  Seller  shall  deliver to
                    Purchaser  at Closing a  certificate  stating  that all such
                    representations,  warranties  and covenants  remain true and
                    correct in all  material  respects at and as of the Closing;
                    and

             (xi)   Seller  shall  have  delivered  to  Purchaser  such  further
                    documents as reasonably may be reasonably  required in order
                    to fully and legally close this transaction.

        (b)  Seller shall not be  obligated to close until all of the  following
             conditions have been waived by Seller or satisfied:

             (i)    Purchaser,  as lessor,  shall have caused to be executed and
                    delivered to Seller a total of five original counterparts of
                    the Lease Agreement with respect to the Premises;


<PAGE>


             (ii)   Purchaser shall have delivered to Seller a certified copy of
                    the  resolutions  of the Board of  Directors  of the general
                    partner  of  Purchaser   authorizing  the  purchase  of  the
                    Premises and the execution,  delivery and performance of the
                    Lease Agreement;

             (iii)  All  representations,  warranties and covenants of Purchaser
                    set forth  herein  shall  have been true and  correct in all
                    material  respects when made and Purchaser  shall deliver to
                    Seller  at   Closing   a   certificate   stating   all  such
                    representations,  warranties  and covenants  remain true and
                    correct in all  material  respects at and as of the Closing;
                    and

             (iv)   Purchaser  shall  have  delivered  to  Seller  such  further
                    documents  as may  reasonably  be required in order to fully
                    and legally close this transaction.

        Section 8. PRORATIONS.  In view of the continuing  relationship  between
Seller, as lessee and Purchaser,  as lessor, under the Lease Agreement,  and the
obligations of lessee,  under the terms and  conditions of the Lease  Agreement,
there shall be no proration of insurance, taxes, special assessments,  utilities
or any other costs; it being the intention of Purchaser and Seller that all such
costs shall be the  obligation of Seller prior to Closing and the  obligation of
Seller, as lessee from and after Closing.

        Section 9. RISK OF CASUALTY  LOSS.  From the date hereof until  Closing,
Seller shall  continue to maintain the  Premises and all other  improvements  in
good  condition and repair,  subject to reasonable  wear and tear,  and promptly
notify  Purchaser of the  occurrence  of any event known to it which  materially
affects  the  value  or  utility  of  the   Premises   for  its   current   use.
Notwithstanding  anything herein to the contrary, from and after the date hereof
to the Closing,  Seller is considered the owner of the Premises for all purposes
and shall be entitled  to receive all  insurance  proceeds  and/or  condemnation
awards  that  may  become  payable  with  respect  thereto.  Any and  all  risks
associated with ownership of the Premises shall be borne by Seller from the date
hereof until Closing.  If the Premises is substantially  damaged or condemned as
to a material part prior to the Closing Date and is not  substantially  repaired
or restored on or before the Closing Date,  Purchaser may, at its election,  (i)
terminate and cancel this Agreement in which event Seller and Purchaser shall be
relieved  and  discharged  of any further  liability  or  obligation  under this
Agreement,  or (ii)  proceed to Closing in which event the  occurrence  shall be
dealt with under the terms of the Lease  Agreement as if it had  occurred  after
the commencement date of the Lease Agreement.

        Section 10. REPRESENTATIONS OF SELLER. Seller represents and warrants to
and covenants with Purchaser as follows:

        (a)  Organization  and  Standing,  Etc.  Seller  is a  corporation  duly
             organized,  validly existing and in good standing under the laws of
             California and has all requisite  corporate  power and authority to
             own and operate the Premises,  to enter into this Agreement and the
             Lease  Agreement,  as the  case  may  be,  and  to  carry  out  the
             transactions contemplated hereby and thereby;

        (b)  Litigation.  There  are no  actions  or  proceedings  pending  with
             respect  to the  Premises  and no actions  or  proceedings  pending
             against Seller,  which in any way materially  adversely affects the
             Premises, Seller, or Seller's ability to perform under the Lease or
             this Agreement, as the case may be;

        (c)  Condemnation  and  Compliance  With Laws.  Seller has  received  no
             notice from any governmental authority of any proposed condemnation
             of any portion of the Premises.  The Premises or the use thereof is
             not  presently  and at the  Closing  Date  will not be in  material
             violation of or in material  noncompliance  with applicable  codes,
             ordinances,  regulations  or laws  (including,  but not limited to,
             those relating to environmental matters); and

        (d)  Satisfy Conditions.  Seller agrees to use its reasonable efforts to
             satisfy  all  conditions  set  forth  in  subsection  7(a)  of this
             Agreement on or prior to the Closing Date.


<PAGE>


        Section 11.  REPRESENTATIONS  OF  PURCHASER.  Purchaser  represents  and
warrants to and covenants with Seller as follows:

        (a)  Organization and Standing, Etc. As of the Effective Date, Purchaser
             is a limited partnership duly formed,  validly existing and in good
             standing  under  the  laws of the  State  of  Delaware  and has all
             requisite  power and  authority to acquire the  Premises,  to enter
             into this  Agreement  and the Lease  Agreement and to carry out the
             transactions contemplated hereby and thereby.

        (b)  Litigation.  There are no actions,  proceedings  or  investigations
             pending  involving  Purchaser  which  question the validity of this
             Agreement or adversely affect Purchaser's ability to consummate the
             transactions contemplated by this Agreement or the Lease Agreement;

        (c)  Compliance  With Other  Instruments.  The  execution,  delivery and
             performance  by Purchaser of this  Agreement  will not violate,  or
             constitute  a  default   under,   any   provision  of   Purchaser's
             partnership  agreement or of any agreement or other  instruments to
             which  Purchaser  is a party  or by which  Purchaser  or any of its
             property is bound; and

        (d)  Satisfy Conditions.  Purchaser agrees to use its reasonable efforts
             to satisfy  all  conditions  set forth in  subsection  7(b) of this
             Agreement on or prior to the Closing Date.

        (e)  Independent  Evaluation.   With  the  exception  of  the  financial
             statements and other  financial  information  provided by Seller to
             Purchaser,  Purchaser has independently,  and without reliance upon
             Seller or any information provided by Seller, conducted Purchaser's
             own  evaluation  and  inspection  of the  Premises,  obtaining  and
             reviewing  such  information  and  conducting  such  inspections as
             Purchaser has deemed adequate and appropriate; and

        (f)  Experience. Purchaser, or its authorized representatives, acting on
             its  behalf,  has and/or  have such  knowledge  and  experience  in
             business,  financial  and real estate  matters as is  necessary  to
             evaluate the merits and risks of the acquisition of the Premises.

        Section 12. NOTICES. All notices given or delivered under this Agreement
shall be in writing and shall be validly given when  hand-delivered or sent by a
courier or express service guaranteeing overnight delivery or by telecopy,  with
original being sent promptly as otherwise provided above, addressed as follows:

         If intended for Purchaser:

                          c/o United Trust Fund, Inc.
                          Suite 1300
                          701 Brickell Avenue
                          Miami, FL  33131
                          Attention:  Sidney Domb, President
                          Facsimile:  (305) 358-4002

         With a copy to:

                          Kutak Rock LLP
                          The Omaha Building
                          1650 Farnam Street
                          Omaha, NE  68102
                          Attention:  Walter L. Griffiths, Esq.
                          Facsimile:  (402) 346-1148

         If intended for Seller:

                          Point 360
                          2777 N. Ontario Street
                          Burbank, CA 91504
                          Attention:  Chief Financial Officer
                          Facsimile: 818-847-2503


<PAGE>


         With a copy to:

                          Point 360
                          2777 N. Ontario Street
                          Burbank, CA 91504
                          Attention:  General Counsel
                          Facsimile: 818-847-2503

or such other person or address which Seller or Purchaser shall have given upon
notice as herein provided. Notices given by any means described herein shall be
deemed delivered on the day after such notices are sent.

        Section 13. ASSIGNMENT. Upon written notice to Seller, the rights and
obligations of Purchaser under this Agreement may be assigned to a third party.
In any assignment which may be made by Purchaser of its rights and obligations
under this Agreement, Purchaser shall remain primarily liable under this
Agreement. Seller may not assign its rights under this Agreement.

        Section 14. DEPOSIT; REMEDIES.

        (a)  The  Deposit  shall be dealt with as  provided  in this  subsection
             14(a).

             (i)    Subject to the  provisions of  subsection  14(a)(ii) of this
                    Agreement,   if  the  Closing  of  the   purchase  and  sale
                    transaction  contemplated  by this  Agreement  shall fail to
                    occur  pursuant to the terms  hereof for any  reason,  Title
                    Company shall immediately return the Deposit,  together with
                    accrued interest thereon, to Purchaser;

             (ii)   If Purchaser  shall be obligated by the  provisions  of this
                    Agreement to  consummate  the purchase and sale  transaction
                    contemplated  by this  Agreement  and  shall  fail to do so,
                    Seller's sole remedy against  Purchaser  shall be to receive
                    the  Deposit  from  Title  Company,  together  with  accrued
                    interest  thereon,  as  liquidated  damages.  Purchaser  and
                    Seller acknowledge that actual damages suffered by Seller in
                    such event will be  difficult or  impossible  to measure and
                    that the  amount  of the  Deposit,  together  with  interest
                    thereon, represents a good-faith estimate thereof; and

             (iii)  At Closing,  the Deposit,  together  with  accrued  interest
                    thereon,  shall be paid to  Seller  as part of the  Purchase
                    Price.

        (b)  If Seller shall be obligated by the provisions of this Agreement to
             consummate the purchase and sale  transaction  contemplated by this
             Agreement  and shall fail to do so, in  addition to a return of the
             Deposit,  together with accrued interest  thereon,  Purchaser shall
             have the remedy of specific performance.

        Section 15.  BROKERAGE  COMMISSION.  Each of the parties  represents and
warrants  to the other that  neither  party dealt  with,  negotiated  through or
communicated  with any broker in  connection  with this  transaction  other than
Trammel Crow Company, whose fees shall be paid by Seller if, as and when Closing
occurs.  Each party shall  indemnify,  defend and hold  harmless the other party
from and  against  any and all  claims,  loss,  costs  and  expenses,  including
reasonable counsel fees, resulting from any claims that may be made against such
party by any other broker  claiming a commission  by, through or under the other
party.

        Section 16.  TRANSACTION  COSTS. The costs of this transaction  shall be
paid at or prior to Closing by Seller whether or not the transaction  closes and
shall  include the  Survey,  all title  insurance  and title  updates,  property
transfer taxes,  deed stamp taxes,  recording charges (other than those relating
to any  financing by  Purchaser)  and the fees and expenses of Seller's  counsel
(collectively  the  "Transaction  Costs").  Purchaser  shall pay the cost of the
Appraisal,  the Engineering  Report,  the Environmental  Audit, and the fees and
expenses of Purchaser's counsel.  Seller and Purchaser shall each pay 50% of any
escrow fees and all other similar costs.


<PAGE>


        Section 17. MISCELLANEOUS.

        (a)  The  provisions of this Agreement  shall not be amended,  waived or
             modified except by an instrument, in writing, signed by the parties
             hereto to be charged.

        (b)  In  construing  this  Agreement,  the  singular  shall  include the
             plural,  the plural  shall  include the singular and the use of any
             gender shall include every other and all genders.


        (c)  All  sections  and  descriptive  headings  of  this  Agreement  are
             inserted for convenience only and shall not affect the construction
             or interpretation hereof.

        (d)  This Agreement may be executed in any number of counterparts,  each
             of which,  when executed and delivered,  shall be an original,  but
             all  counterparts  shall  together  constitute  one  and  the  same
             instrument.

        (e)  This  Agreement  and the  exhibits  hereto  constitute  the  entire
             understanding between the parties with respect to the Premises.

        (f)  The waiver of any party of any breach or default by any other party
             under any of the terms of this Agreement shall not be deemed to be,
             nor shall the same constitute, a waiver of any subsequent breach or
             default on the part of any other party.

        (g)  This Agreement  shall be used as instructions to the Title Company,
             as escrow agent, which may attach hereto its standard conditions of
             acceptance of escrow;  provided,  however, that in the event of any
             inconsistency  between such standard  conditions of acceptance  and
             the  terms of this  Agreement,  the terms of this  Agreement  shall
             prevail.

        (h)  In connection  with any  litigation  maintained in connection  with
             this  Agreement,  the  prevailing  party  shall  collect  from  the
             non-prevailing  party all  costs  associated  with such  litigation
             including  reasonable  attorney's  fees at all trial and  appellate
             levels.

        (i)  This Agreement shall be construed and enforced pursuant to the laws
             of the state in which the Premises are located.


        IN WITNESS WHEREOF,  the parties hereto have caused this Agreement to be
executed and delivered as of the date first set forth above.

                   UNITED TRUST FUND LIMITED
                   PARTNERSHIP, a Delaware limited partnership

                   By:  United Trust Fund, Inc., a Florida corporation,
                        its General Partner

                   By:              /s/ Sidney Domb
                                    -----------------------------------
                   Printed Name:    Sidney Domb
                                    -----------------------------------
                   Title:           President
                                    -----------------------------------


                   POINT 360, a California corporation

                   By:              /s/ Alan Steel
                                    -----------------------------------
                   Printed Name:    Alan Steel
                                    -----------------------------------
                   Its              CFO
                                    -----------------------------------


<PAGE>


                                    EXHIBIT A

                                LEGAL DESCRIPTION


<PAGE>


                                    EXHIBIT B

                                      RENTS


The annual fixed rental payments are based on an outlay of $14,156,000.00 as the
Purchase Price and are payable in equal monthly installments.


-------------------------- ---------------------------
          Years              Annual Rental Payments
-------------------------- ---------------------------
-------------------------- ---------------------------
            1                       $969,000
-------------------------- ---------------------------
-------------------------- ---------------------------
            2                       $995,648
-------------------------- ---------------------------
-------------------------- ---------------------------
            3                      $1,023,028
-------------------------- ---------------------------
-------------------------- ---------------------------
            4                      $1,051,161
-------------------------- ---------------------------
-------------------------- ---------------------------
            5                      $1,080,068
-------------------------- ---------------------------
-------------------------- ---------------------------
          6-15             Basic Rent as determined
                           pursuant to Section 1.05
                           of the Lease Agreement
-------------------------- ---------------------------
------------------------------------------------------
                       Options
------------------------------------------------------
-------------------------- ---------------------------
          16-20            Basic Rent as determined
                           pursuant to Section 1.05
                           of the Lease Agreement
-------------------------- ---------------------------
-------------------------- ---------------------------
          21-25            Basic Rent as determined
                           pursuant to Section 1.05
                           of the Lease Agreement
-------------------------- ---------------------------
-------------------------- ---------------------------
          26-30            Basic Rent as determined
                           pursuant to Section 1.05
                           of the Lease Agreement
-------------------------- ---------------------------
-------------------------- ---------------------------
          31-35            Basic Rent as determined
                           pursuant to Section 1.05
                           of the Lease Agreement
-------------------------- ---------------------------


<PAGE>


                                    EXHIBIT C

                                      LEASE


                                [SEE ATTACHMENT]


<PAGE>


                                   SCHEDULE I

                               SEVERABLE PROPERTY

        All apparatus, personal property, trade fixtures, inventory,  equipment,
machinery,  fittings,  furniture,  furnishings,  chattel, materials and supplies
located on and used in, or  related to  Seller's  business,  including,  but not
limited to, overhead cranes mainframe computers, kitchen equipment and telephone
and similar  systems and articles of personal  property of every kind and nature
whatsoever,  and  any  additions,  replacements,  accessions  and  substitutions
thereto or therefor,  and all proceeds of all of the  foregoing,  or any part of
the foregoing used or usable in connection with any present or future  operation
or  letting  (or  subletting)  of the  Premises  or the  activities  at any time
conducted  thereon and now or hereafter  owned by Seller or by any  sublessee or
other person or entity using all or any part of the  Premises  by,  through,  or
under (or with the express or implied consent of) Seller.




<PAGE>


                   AMENDMENT TO AGREEMENT OF PURCHASE AND SALE


        This  AMENDMENT TO  AGREEMENT  OF PURCHASE  AND SALE (this  "Amendment")
dated as of March 10, 2006 amends that  certain  Agreement  of Purchase and Sale
dated as of December 30, 2005 (the "Agreement") by and between UNITED TRUST FUND
LIMITED PARTNERSHIP, a Delaware limited partnership ("Purchaser") and POINT.360,
a California corporation ("Seller").

        For good and  valuable  consideration,  the receipt and  sufficiency  of
which are hereby acknowledged, Seller and Purchaser agree as follows:

        1. Capitalized  Terms not defined herein shall have the meaning given in
the Agreement.

        2.  Section 2 of the  Agreement  is hereby  amended to provide  that the
Purchase Price shall be Thirteen Million Nine Hundred Forty Six Thousand Dollars
($13,946,000).  In addition,  Purchaser  agrees to pay $500,000.00 to Seller for
tenant improvements upon Closing.

        3. Exhibit B, which is attached to the  Agreement,  is hereby deleted in
its  entirety.  Exhibit  B,  which  is  attached  to this  Amendment,  shall  be
substituted in lieu thereof and is hereby incorporated into the Agreement.

        4.  Section  1.06 of the  Lease  Agreement,  which  is  attached  to the
Agreement as Exhibit C, is hereby amended to read as follows:

        Right of First  Refusal.  At any time  after the first  thirty  six (36)
        months of the Primary  Term if Lessor  shall desire to sell the Premises
        and shall receive a bona fide written offer from any third party, Lessor
        shall by written  notice to  Lessee,  offer to Lessee the right to enter
        into a contract  for the purchase of the Premises on the terms set forth
        in such bona fide written  offer and Lessee shall have 10 business  days
        after  receipt  of such  notice  and offer in which to accept in writing
        such terms and conditions.  Upon any acceptance of such offer by Lessee,
        Lessor and Lessee  shall enter into a contract  for the  purchase of the
        Premises  upon the terms and  conditions  specified  in the notice  from
        Lessor to  Lessee.  In the event  that  Lessee  shall fail to accept the
        terms and conditions of sale by written  notification to Lessor prior to
        the expiration of such 10-business-day  period,  Lessor shall thereafter
        be free to sell  the  Premises  to any  such  unaffiliated  third  party
        pursuant to the bona fide  written  offer for a period of eight  months.
        The right of first  refusal  contained  in this  Section  1.06 shall not
        apply to a foreclosure  or similar sale of the Premises by any holder of
        a  mortgage  on the  Premises  or to the  granting  of a deed in lieu of
        foreclosure  by  Lessor  to such  holder  and  shall  not  apply  to the
        subsequent  sale of the  Premises  by a purchaser  of the  Premises at a
        foreclosure  or a similar  sale or by the  grantee  of a deed in lieu of
        foreclosure.

        5. Except as amended  hereby,  the Agreement  remains  unmodified and in
full force and effect.

        6. This Amendment may be executed in any number of counterparts, each of
which, when executed and delivered,  shall be an original,  but all counterparts
shall together constitute one and the same instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>


        IN WITNESS WHEREOF,  the parties hereto have caused this Amendment to be
executed and delivered as of the date first set forth above.


                         UNITED TRUST FUND LIMITED PARTNERSHIP

                         By:  United Trust Fund, Inc., its General Partner


                         By:            /s/  Fred Berliner
                                         ------------------------------------
                         Printed Name:  Fred Berliner
                                        -------------------------------------
                         Title:         Senior Vice President
                                        -------------------------------------


                         POINT.360


                         By:            /s/ Alan Steel
                                        -------------------------------------
                         Printed Name:  Alan Steel
                                        -------------------------------------
                         Title:         CFO
                                        -------------------------------------


<PAGE>


                                    EXHIBIT B

                                   BASIC RENT

The annual fixed rental  payments are based on an outlay of  $14,446,000  as the
Purchase Price and are payable in equal monthly installments.


-------------------------- ---------------------------
          Years              Annual Rental Payments
-------------------------- ---------------------------
-------------------------- ---------------------------
            1                      $1,111,000
-------------------------- ---------------------------
-------------------------- ---------------------------
            2                      $1,111,000
-------------------------- ---------------------------
-------------------------- ---------------------------
            3                      $1,111,000
-------------------------- ---------------------------
-------------------------- ---------------------------
            4                      $1,111,000
-------------------------- ---------------------------
-------------------------- ---------------------------
            5                      $1,111,000
-------------------------- ---------------------------
-------------------------- ---------------------------
          6-15             Basic Rent as determined
                           pursuant to Section 1.05
                           of the Lease Agreement
-------------------------- ---------------------------
------------------------------------------------------
                       Options
------------------------------------------------------
-------------------------- ---------------------------
          16-20            Basic Rent as determined
                           pursuant to Section 1.05
                           of the Lease Agreement
-------------------------- ---------------------------
-------------------------- ---------------------------
          21-25            Basic Rent as determined
                           pursuant to Section 1.05
                           of the Lease Agreement
-------------------------- ---------------------------
-------------------------- ---------------------------
          26-30            Basic Rent as determined
                           pursuant to Section 1.05
                           of the Lease Agreement
-------------------------- ---------------------------
-------------------------- ---------------------------
          31-35            Basic Rent as determined
                           pursuant to Section 1.05
                           of the Lease Agreement
-------------------------- ---------------------------