STOCK PLEDGE AGREEMENT



     This STOCK PLEDGE AGREEMENT (this "Agreement") is made as of July ___, 1997
by LASER-PACIFIC MEDIA CORPORATION, a Delaware corporation ("Laser"), and
PACIFIC VIDEO, INC., a Delaware corporation ("Pacific Video"; and, collectively
with Laser, "Grantor"), on the one hand, in favor of ALAN PICK ("Grantee"), an
individual as Trustee for the benefit of the beneficial holders of Laser's
Short-Term Installment (Fixed Rate) Line of Credit Notes, Series 1997, on the
other hand, with reference to the following facts:

     A. Laser is the legal and beneficial owner of 876,416 shares of the common
stock (the "Laser Shares") of Pacific Video Canada Ltd., a Canadian corporation
incorporated in the province of British Columbia (the "Corporation"). Pacific
Video is the legal and beneficial owner of 1,548,072 shares of the common stock
(the "Pacific Video Shares"; and, collectively with the Laser Shares, the
"Shares") of the Corporation.

     B. Pacific Video is a wholly-owned subsidiary of Laser.

     C. Concurrently herewith, Grantor is executing and delivering its Short-
Term Installment (Fixed Rate) Line of Credit Notes, Series 1997 to Grantee
(collectively, the "Notes").

     D. In order to secure Laser's obligations under the Notes, Grantor hereby
desires to pledge the "Collateral" (as such term is hereafter defined) to
Grantee on the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in order to induce Grantee to enter into the transactions
contemplated by the Notes, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Grantor hereby
represents, warrants, covenants, agrees and pledges as follows:


     1. Definitions. In addition to capitalized terms otherwise defined herein,
the following terms shall have the meanings respectively set forth after each.

       "Certificates" means all certificates, instruments or other documents now
or hereafter representing or evidencing any Pledged Securities.

       "Event of Default" means (i) any event of default under the terms of this
Agreement or the Notes, or (ii) any statement, representation or warranty made
by Grantor herein or in any other document, instrument or agreement between
Grantor and Grantee is untrue in any material respect as of the date made.

       "Obligations" means any and all obligations of Laser to Grantee under the
Notes, whether presently existing or hereafter arising.

       "Collateral" means the Pledged Securities, the Certificates representing
or evidencing the same, any and all proceeds and products of any of the
foregoing, and any and all collections, dividends, distributions, redemption
payments, or liquidation payments with respect to the foregoing.

       "Pledged Securities" means the Shares and any and all securities now or
hereafter issued in substitution, exchange or replacement therefor or with
respect thereto.

     2. Pledge. Grantor, as security for the full and timely payment and
performance of all of the Obligations, hereby pledges and grants to Grantee a
continuing security interest in and lien upon, and mortgages, pledges and
assigns to Grantee for security purposes, all Collateral, together with any and
all products and proceeds thereof, dividends thereon, and rights, titles,
interests, privileges, benefits and preferences appurtenant or incidental
thereto.

          2.1 Delivery of Certain Collateral. Concurrently upon execution of 
this Agreement, Grantor shall cause the Collateral to be pledged and delivered
to Grantee or any person or entity designated by Grantee. All Certificates at
any time delivered to Grantee shall be in suitable form for transfer by
delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to Grantee.

          2.2 Further Assurances. Grantor agrees that, at any time and from time
to time, at Grantor's expense, Grantor will promptly execute, deliver and file
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or record all further financing statements, instruments and documents, and will
take all further actions, including, without limitation, causing the Corporation
to so execute, deliver, file or take other actions that may be necessary or
desirable, or that Grantee may request, in order to perfect and protect any
pledge or security interest granted hereby or to enable Grantee to exercise and
enforce its rights and remedies hereunder with respect to any Collateral and to
preserve, protect and maintain the Collateral and the value thereof. Grantor
hereby consents and agrees that the issuers of, or obligors on, the Collateral,
or any registrar or transfer agent or trustee for any of the Collateral, shall
be entitled to accept the provisions hereof as conclusive evidence of the right
of Grantee to effect any transfer or exercise any right hereunder,
notwithstanding any other notice or direction to the contrary heretofore or
hereafter given by Grantor or any other individual or entity to such issuers or
such obligors or to any such registrar or transfer agent or trustee.

     3. Voting Rights; Dividends. So long as no Event of Default has occurred
and is continuing:

          3.1 Voting Rights. Grantor shall be entitled to exercise any and all
voting and other consensual rights pertaining to the Pledged Securities, or any
part thereof, for any purpose not inconsistent with the terms of the Notes.

          3.2 Dividend and Distribution Rights. Grantor shall be entitled to
receive, retain and use any and all cash dividends or distributions paid in
respect of the Pledged Securities.

     4. Rights During Event of Default. When an Event of Default has occurred
and is continuing:

          4.1 Voting, Dividend, and Distribution Rights. At the option of
Grantee, all rights of Grantor to exercise the voting and other consensual
rights which Grantor would otherwise be entitled to exercise, and to receive the
dividends and distributions which it would otherwise be authorized to receive
and retain, shall cease, and all such rights shall thereupon become vested in
Grantee who shall thereupon have the sole right to exercise such voting and
other consensual rights, to receive and to hold as Collateral such dividends and
distributions, and to use the Collateral to satisfy any outstanding Obligations.

          4.2 Dividends and Distribution Held in Trust. All dividends and other
distributions which are received by Grantor contrary to the provisions hereof
shall be received in trust for the benefit of Grantee, shall be segregated from
other funds of Grantor, and shall forthwith be paid over to Grantee as
Collateral in the same form as so received (with any necessary endorsements).

          4.3 Irrevocable Proxy. Grantor hereby revokes all previous proxies
with regard to the Pledged Securities and appoints Grantee as Grantor's
proxyholder to attend and vote at any and all meetings of the shareholders of
the Corporation, and any adjournments thereof, held on or after the date of the
giving of this proxy and prior to the termination of this proxy and to execute
any and all written consents of shareholders of the Corporation executed on or
after the date of the giving of this proxy and prior to the termination of this
proxy, with the same effect as if Grantor had attended the meetings or had voted
his shares or had signed the written consents. Grantor hereby authorizes Grantee
to substitute another person as the proxyholder and, upon the occurrence or
during the continuance of any Event of Default, hereby authorizes and directs
the proxyholder to file this proxy and the substitution instrument with the
secretary of the Corporation. This proxy is coupled with an interest and is
irrevocable until such time as all Obligations have been paid and performed in
full.

     5. Transfers and Other Liens. Grantor agrees that it will not (i) sell,
assign, exchange, transfer or otherwise dispose of, or contract to sell, assign,
exchange, transfer or otherwise dispose of, or grant any option with respect to,
any of the Collateral, (ii) create or permit to exist any lien upon or with
respect to any of the Collateral, except for liens in favor of Grantee, or (iii)
take any action with respect to the Collateral which is inconsistent with the
provisions or purposes of this Agreement or the Notes. Grantor agrees further
that it will not sell, exchange, transfer or otherwise dispose of, or contract
to sell, assign, exchange, transfer or otherwise dispose of, or grant any option
with respect to, any other shares of capital stock of the Corporation legally or
beneficially owned by Grantor, if the direct or indirect result thereof would
be to affect or limit in any way the ability of Grantee or any other legal or
beneficial owner of the Pledged Securities to sell, exchange, transfer, dispose
of or otherwise realize upon all or any part of the Pledged Securities pursuant
any federal or state securities laws, including, without limitation, Rule 144
promulgated under the Securities Act of 1933, as amended.

     6. Grantee Appointed Attorney-in-Fact. Grantor hereby irrevocably appoints
Grantee as its attorney-in-fact, with full authority in his place and stead, and
in its name, or otherwise, from time to time, in Grantee's sole and absolute
discretion to do any of the following acts or things: (a) to do all acts and
<PAGE>
things and to execute all documents necessary or advisable to perfect and
continue perfected the security interests created by or granted under this
Agreement and to preserve, maintain and protect the Collateral; (b) to do any
and every act which Grantor is obligated to do hereunder; (c) to prepare, sign,
file and record, in Grantor's' name, any financing statement covering the
Collateral; and (d) to endorse and transfer the Collateral upon foreclosure by
Grantee; provided, however, that Grantee shall be under no obligation whatsoever
to take any of the foregoing actions, and Grantee shall have no liability or
responsibility for any act (other than solely as a result of Grantee's own gross
negligence or willful misconduct) or omission taken with respect thereto.

     7. Grantee May Perform Obligations. If Grantor fails to perform any
obligation contained herein, Grantee may, but without any obligation to do so
and without notice to or demand upon Grantor, perform the same and take such
other action as Grantee may deem necessary or desirable to protect the
Collateral or Grantee's security interest therein.

     8. Maintenance and Inspection Rights. At all times, Grantor shall maintain,
and provide Grantee and its Representatives for inspection and copying, in a 
rompt and complete manner, all documents and other instruments related to this
Agreement, the Notes and the other documents, instruments and agreements
contemplated hereby, and permit and provide for Grantee and its Representatives
to discuss with Grantor and its Representatives all related information.

     9. Events of Default and Remedies.

          9.1 Rights Upon Event of Default. Upon the occurrence and during the
continuation of an Event of Default, Grantee shall have in any jurisdiction
where enforcement is sought, in addition to all other rights and remedies that
Grantee may have hereunder or under the Notes and under applicable law or in
equity, all of its rights and remedies as a secured party under the Uniform
Commercial Code as enacted in any such jurisdiction, and all of the following
rights and remedies, all of which may be exercised with or without further
notice to Grantor:

               9.1.1 to receive all dividends and other payments on the
Collateral; to renew, extend, modify, amend, accelerate, or accept partial
payments on, make allowances and adjustments and issue credits with respect to
and release, settle, compromise, compound, collect or otherwise liquidate, in
whole or in part, the Collateral and any amounts owing thereon or any guaranty
or security therefor; to enter into any other agreement relating to or affecting
the Collateral; and to give all consents, waivers and ratifications with respect
to the Collateral and exercise all other rights (including voting rights),
powers and remedies and otherwise act with respect thereto as if it was the
owner thereof;

               9.1.2 to enforce payment and prosecute any action or proceeding
with respect to any and all of the Collateral and take or bring, in its name or
in the name of Grantor all steps, actions, suits or proceedings deemed by it to
be necessary or desirable to effect collection of or to realize upon the
Collateral;

               9.1.3 in accordance with applicable law, to take possession of
the Collateral not theretofore delivered to it with or without judicial process;

               9.1.4 to endorse, in the name of Grantor, all checks, notes,
drafts, money orders, instruments and other evidences of payment relating to the
Collateral;

               9.1.5 to transfer any or all of the Collateral into its name or
its nominee or nominees; and

               9.1.6 in accordance with applicable law, to foreclose upon the
liens and security interests created hereunder or under any other agreement
relating to the Collateral by any available judicial procedure or without
judicial process, and to sell, assign or otherwise dispose of the Collateral or
any part thereof, either at public or private sale or at any broker's board or
securities exchange, in lots or in bulk, for cash, on credit or on future
delivery, or otherwise, with or without representations or warranties, and upon
such terms as shall be acceptable to it;

all at the sole option of and in the sole discretion of Grantee.

          9.2 Sale of Collateral. Any sale of the Collateral shall be held at
such time or times and at such place or places as Grantee may determine in the
exercise of its sole and absolute discretion. Grantee may bid (which bid may be,
in whole or in part, in the form of cancellation of the Obligations) for and 
purchase for the account of Grantee or any nominee of Grantee, the whole or any
part of the Collateral. Grantee shall not be obligated to make any sale of the
Collateral if it shall determine not to do so regardless of the fact that notice
of sale of the Collateral may have been given. Grantee may, without notice or
<PAGE>
publication, adjourn the sale from time to time by announcement at the time and
place fixed for sale, and such sale may, without further notice, be made at the
time and place to which the same was so adjourned.

          9.3 Private Sales. Whether or not any of the Collateral has been
effectively registered under the Securities Act of 1933, as amended, or other 
applicable laws, Grantee may, in its sole and absolute discretion, sell all or
any part of the Collateral at private sale in such manner and under such 
circumstances as Grantee may deem necessary or advisable in order that the sale
may be lawfully conducted.  Without limiting the foregoing, Grantee may (i)
approach and negotiate with a limited number of potential purchasers, and (ii)
restrict the prospective bidders or purchasers to persons who will represent and
agree that they are purchasing the Collateral for their own account for
investment and not with a view to the distribution or resale thereof. In the
event that any of the Collateral is sold at private sale, Grantor agrees that if
the Collateral is sold for a price which Grantee in good faith believes to be
reasonable, then (A) the sale shall be deemed to be commercially reasonable in
all respects, (B) Grantor shall not be entitled to a credit against the
Obligations in an amount in excess of the purchase price, and (C) Grantee shall
not incur any liability or responsibility to Grantor in connection therewith,
notwithstanding the possibility that a substantially higher price might have
been realized at a public sale. Grantor recognizes that a ready market may not
exist for Collateral, and that a sale by Grantee of any such Collateral for an
amount substantially less than a pro rata share of the fair market value of the
issuer's assets minus liabilities may be commercially reasonable in view of the
difficulties that may be encountered in attempting to sell the Collateral.

          9.4 Title of Purchasers. Upon consummation of any sale of Collateral
pursuant hereto, Grantee shall have the right to assign, transfer and deliver to
the purchaser or purchasers thereof the Collateral so sold. Each such purchaser
at any such sale shall hold the Collateral sold absolutely free from any claim
or right on the part of Grantor, and the Grantor hereby waives (to the extent
permitted by applicable law) all rights of redemption, stay and appraisal which
it now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. If the sale of all or any part of the
Collateral is made on credit or for future delivery, Grantee shall not be
required to apply any portion of the sale price to the Obligations until such
amount actually is received by Grantee, and any Collateral so sold may be
retained by Grantee until the sale price is paid in full by the purchaser or
purchasers thereof. Grantee shall not incur any liability in case any such
purchaser or purchasers shall fail to pay for the Collateral so sold, and, in
case of any such failure, the Collateral may be sold again.

          9.5 Disposition of Proceeds of Sale. The net cash proceeds resulting
from the collection, liquidation, sale or other disposition of the Collateral
shall be applied, first, to the costs and expenses (including reasonable
attorneys' fees) of retaking, holding, storing, processing and preparing for
sale, selling, collecting and liquidating the Collateral, and the like; second,
to the satisfaction of all the Obligations, with application as to any one of
the Obligations to be in the order determined by Grantee in its sole and
absolute discretion; and, third, to Grantor.

     10. Indemnity. Grantor shall indemnify, defend, protect, reimburse and hold
harmless Pledgee, each Holder and their Representatives (collectively
"Indemnitee:Indemnitees") for, from and against all Claims, now or in the
future, concerning, relating to or as a result of the Grantee acceptance of the
Collateral or the exercise of any rights or remedies related thereto, except for
any Claims due to any Indemnitee's negligence or intentional wrongdoing
Indemnity Claims:.

     11. Satisfaction of the Obligations. Upon satisfaction in full of the
Obligations, Grantee shall deliver to Grantor the Certificates, and this
Agreement shall be of no further force or effect.

     12. Representations and Warranties. In order to induce the holders of the
Notes to make the loans contemplated by the Notes, and without regard to any act
or knowledge of Grantee, any such holders or any of their representatives, Laser
and Pacific Video each hereby makes the following warranties and representations
for the benefit of Pledgee and Holders, upon which the Pledgee can reasonably
and justifiably rely upon in making the Loan, each of the following:

          12.1 Laser is a duly organized and validly existing corporation in
good standing under the laws of the State of Delaware, has all necessary
corporate powers, licenses and permits to own and operate its assets and to
carry on its businesses as now owned and operated by it, and is duly qualified
to do business and is in good standing in all jurisdictions in which Laser is
required to be qualified to do business. Pacific Video is a duly organized and
validly existing corporation in good standing under the laws of the State of
Delaware, has all necessary corporate powers, licenses and permits to own and
operate its assets and to carry on its businesses as now owned and operated by
it, and is duly qualified to do business and is in good standing in all
<PAGE>
jurisdictions in which Pacific Video is required to be qualified to do business.

          12.2 Each Grantor has good and marketable title to the Collateral held
of record by such Grantor, free and clear of all other liens, encumbrances,
adjustments, offsets, assessments, security interests and other Claims of any
kind or nature other than the security interest of Grantee and that upon
delivery of the Collateral to Grantee, the security interest hereby created in
such Collateral is a fully perfected first priority security interest in and to,
and enforceable against, such Collateral.

          12.3 The execution, delivery and performance of this Agreement, the
Notes and all other contemplated agreements and instruments to be delivered to
Grantee in connection therewith by each Grantor have been duly authorized by all
requisite action on the part of such Grantor, and this Agreement and all such
other documents, instruments and agreements, together with all transactions
contemplated hereby and thereby, are not, and will not be, in conflict with or
result in any breach of, or constitute a default under, any indenture or any
other security or other agreement, instrument or understanding to which either
Grantor is a party or by which either Grantor, or any of their respective
assets, may be bound or affected; and, to the best of Grantor's knowledge, are
not, or will not be, in violation of any provision of any Law; and are not, or
will not be, in conflict with or in any way violate any of the terms of the
Certificate of Incorporation or by-laws of Grantor, and the pledge of the
Collateral does not require any qualification, registration or any other
approval of any other Person in order to be pledged hereunder or sold,
transferred or otherwise disposed of as herein provided.

          12.4 This Agreement and the documents, instruments and agreements
contemplated by this Agreement to which each Grantor is a party constitute the
valid and binding obligation of such Grantor, enforceable against Grantor in
accordance with their respective terms

     13. Miscellaneous.

          13.1 Except as otherwise explicitly provided herein, this Agreement
together with all exhibits hereto and referenced contemporaneous agreements and
other instruments shall constitute the entire and final understanding of the
Parties, and shall supersede all prior understanding, as to the subject matter
herein stated. This Agreement may be modified or amended only in writing signed
by all the parties.

          13.2 This Agreement shall be interpreted under and governed by the
Laws of California, without giving effect to any conflict of laws principles,
except as preempted or otherwise controlled by any applicable Federal Law, in
which case such Federal Law shall apply. This Agreement shall wherever possible
be given a reasonable, practical and workable interpretation. Time is of the
essence of every provision of this Agreement, and unless stated otherwise, the
reasonable time required in which to perform any act shall be ten (10) business
days. Unless explicitly subsequently otherwise provided in writing, any conflict
between this Agreement, any of the other Agreements, any other agreement or
instrument, or contrary conduct shall be resolved in favor first of perfecting
and maintaining all security interests, then all security agreements, and then
the Note, with each specific provision controlling over any general or other
provision. This Agreement is the product of the joint efforts and arm's length
negotiations of all Parties, has been jointly drafted by the parties, and shall
be construed accordingly. No party shall be entitled to any advantage due to
another party's legal or other representation or preparation of this Agreement.
All Exhibits attached hereto are incorporated herein. Headings are for
convenience only and not to be considered part of the Agreement. As used herein,
the masculine, the feminine or the neuter genders and the singular or plural
number shall be deemed to mean and/or include the others wherever the context of
any clause in this Agreement so indicates or is reasonable. It is the intention
and agreement of the parties hereto that this Agreement (and all other
contemplated agreements and instruments) be legally binding and enforceable and
to the extent that any provision of this Agreement (or any other contemplated
agreement and instrument) is declared unenforceable, ambiguous, severable,
contradictory or otherwise deficient or if there is any clerical or similar
errors, such as misspelled words, miscalculations, or proofreading, computer or
printing errors, and to the extent it is commercially reasonable, said provision
and this Agreement (and the other contemplated agreements and instruments) shall
be deemed amended with such terms and conditions as to enforce the intended
terms and consequences of this Agreement, or as appropriate, severed without any
affect on the remaining provisions.

          13.3 As used herein, certain capitalized words shall have the meaning
as herein provided, including the following definitions, and if not provided
herein then as provided in the other contemporaneous agreements. Any conflict
between said capitalized words and any other meaning shall be resolved as herein
provided. As used herein and except as herein otherwise explicitly provided, the
term "Claim(s)" shall mean and include, as reasonable and applicable, all claims
(including all rights of subrogation) disputes, liabilities, debts, obligations,
<PAGE>
losses, damages (including all actual, general, compensatory, consequential,
special, incidental, punitive or otherwise), demand, actions, judgments, orders,
fines, penalties, forfeitures, liens, other encumbrances, costs (including all
investigation and remedial costs), other charges, expenses (including all
attorneys' fees and costs), and any other similar item, whether known, unknown,
suspected or unsuspected, foreseeable, unforeseeable, absolute, contingent,
liquidated, non-liquidated, direct, indirect, derivative, compensatory, special,
punitive or otherwise. As used herein, the terms: (i) a "day" is a calendar
day and (ii) a "business day" is a calendar day other than a Saturday or Sunday
upon which the Office of the County Recorder of Los Angeles County is open and
accepting documents for recording and the state and federal banks are generally
open for business. If provided herein that a party must act by a particular
time, or an act is effective only if done by a particular time, and the last
date for the doing or effectiveness of such act falls upon a day other than a
business day, the time for the doing or effectiveness of such act shall be
extended to the next succeeding business day. As used herein, the term "herein,"
or any variation thereof, shall mean any where within this Agreement or as
otherwise applicable within a particular section of this Agreement. As used
herein, the term "including", or any variation thereof, shall be construed as if
followed by the phrase "without any limitation".  As used herein, the term "Law"
shall mean all applicable (except as herein otherwise excluded) statutory,
regulatory, administrative, common, at equity, decisional laws, regulations,
ordinances, rules, directives, orders, judgments, decrees, determinations,
writs, decisions, other judicial, administrative, and other governmental
determinations, reasonably affecting the respective provision of this Agreement
 and the respective contemplated transaction, whether imposed by federal, state,
county, municipal or other governmental authority.  As used herein, "Person" or
any variation thereof, shall mean any person, trust, corporation, partnership,
limited liability company, other entity or governmental or quasi-governmental
agency or body. As used herein, the term a party's "Representative(s)" shall
mean and include, as reasonable and applicable, the respective party's spouse,
heirs, executors, administrators, beneficiaries, trustees, receivers, assigns,
successors, owners, investors, partners, parent companies, subsidiaries,
shareholders, directors, officers, employees, servants, representatives, agents,
affiliates, professional advisors and any other similar or related persons, and
each of their respective Representatives.

          13.4 Except as otherwise herein explicitly provided, the non-
enforceability of one provision hereof shall not affect the remaining
provisions. The receipt of any part payment or performance due hereunder shall
not be deemed a waiver of any default or the modification of any provision
hereof. No failure or delay on the part of any party in exercising any rights or
remedies hereunder shall operate as a waiver thereof or of any other right or
remedy, nor will acceptance of any performance hereunder preclude any further
exercise of any rights or remedies hereunder. All waivers shall be in writing
to be effective. The failure of any or all Parties to initial each or any page,
or to fill in or otherwise complete any blank in this Agreement shall not in any
way affect its enforceability or validity.

          13.5 All the warranties and representations of Grantor and all
indemnification obligations shall survive any termination of this Agreement
unless and until first otherwise extinguished by operation of Law or by any
subsequent mutual and written agreement of the parties.

          13.6 Notwithstanding anything to the contrary, before any default or
breach can be declared hereunder against any party and to the extent written 
demand has not been so made, at least a thirty (30) day (unless another period
of time is explicitly provided) prior notice and opportunity to cure demand
shall be made of such a party. Grantee agrees to look solely to the assets of
Laser for recovery of any damages, losses or claims and not to any of the
personal assets of any of its Representatives. In the event any party institutes
any legal action to collect or otherwise enforce any provision of this
Agreement, the prevailing party shall be entitled to reasonable attorney fees
and costs.
          13.7 The parties agree that any disputes concerning this Agreement
shall be litigated, whether by a court or by arbitration, only within the County
of Los Angeles, California, which the parties agree for jurisdictional purposes
is the place where this Agreement has been entered into and where it will be
substantially performed.

          13.8 All notices and demands, all responses thereto and any other
instruments of any kind (collectively "Notices"), which any party may require,
or desires, to be provided or served on any party shall be written, dated, state
its purpose and the time during which to respond, and served on the respective
parties at the addresses set forth on the signature pages hereto or as may
otherwise be directed in writing. Service shall be deemed made, and received, if
personally, at the time of such service: if by certified or registered mail,
within three (3) business days after deposited in the United States mail within
the state of California, or within five (5) business days after deposited in the
United States mail outside of the state of California, provided postage is
prepaid and the Notice is properly addressed; if by courier or overnight service
<PAGE>
(such as Federal Express, DHL or UPS), at the time the agency confirms delivery;
and if by telegraph, telefacsimile or telex, at the time the machine or agency
confirms delivery, provided that within two (2) business days thereafter the
original thereof shall have been sent by mail (as herein provided) to the party
to whom such Notice was directed. All Notices shall be deemed deposited for mail
purposes as of the date of its postmark. Refusal of acceptance of any Notice
served in accordance herewith shall not affect the service thereof as otherwise
provided herein. Each party hereto shall promptly give notice to each other
party of any change of its address or number. If such change notice is not
served, the notifying party(s) shall be entitled to rely upon the address and
numbers herein last provided.

          13.9 This Agreement may be executed in any number of counterparts and
each shall be deemed an original and all shall constitute the same agreement. 
Signature and acknowledgment pages may be detached from the counterparts and
attached to a single copy of this document to form physically one document,
which may be recorded. A faxed or other duplicated copy of this Agreement may be
executed as an original and a faxed or other duplicated copy of the executed
Agreement may be accepted and relied upon as if it were an executed original.
<PAGE>


     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of
the date first above written.

                         LASER-PACIFIC MEDIA CORPORATION



                        By:_____________________________

                        Its:____________________________

                               PACIFIC VIDEO, INC.



                        By:_____________________________

                        Its:____________________________

 
AGREED AND ACCEPTED:



______________________________
ALAN PICK, as Trustee for
the benefit of the beneficial holders
of Laser-Pacific Media
Corporation's Short-Term
Installment (Fixed Rate) Line
of Credit Notes, Series 1997
<PAGE>
STATE OF CALIFORNIA                 )
                                            )  ss
COUNTY OF LOS ANGELES      )


     On _________________________ before me, _____________________, personally
appeared __________________ and _________________, personally known to me or
proved to me on the basis of satisfactory evidence to be the persons whose names
are subscribed to the within instrument and acknowledged to me that he/she
executed the same in their authorized capacities, and that by his/her signature
on the instrument the person or entity upon behalf of which the person acted,
executed the instrument.

         WITNESS my hand and official seal.


                             __________________________
                                    Notary Public

STATE OF CALIFORNIA                 )
                                            )  ss
COUNTY OF LOS ANGELES      )


     On _________________________ before me, _____________________, personally
appeared ________________ and ________________, personally known to me or proved
to me on the basis of satisfactory evidence to be the persons whose names are
subscribed to the within instrument and acknowledged to me that he/she executed
the same in their authorized capacities, and that by his/her signature on the
instrument the person or entity upon behalf of which the person acted, executed
the instrument.

         WITNESS my hand and official seal.


                             __________________________
                                    Notary Public
<PAGE>
STATE OF CALIFORNIA                 )
                                            )  ss
COUNTY OF LOS ANGELES      )


     On _________________________ before me, _____________________, personally
appeared ________________, personally known to me or proved to me on the basis
of satisfactory evidence to be the persons whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in
his/her authorized capacity, and that by his/her signature on the instrument the
person or entity upon behalf of which the person acted, executed the instrument.

         WITNESS my hand and official seal.


                             __________________________
                                    Notary Public