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                                                                   EXHIBIT 10.14

[LOGO]


                          Amendment to Loan Documents

Borrower:      Future Media Productions, Inc.
Address:       25136 Anza Drive
               Valencia, California 91355

Date:          June 17, 1999

     THIS AMENDMENT TO LOAN DOCUMENTS is entered into between Greyrock Capital,
a Division of NationsCredit Commercial Corporation (formerly Greyrock Business
Credit) ("Greyrock"), whose address is 10880 Wilshire Blvd., Suite 1850, Los
Angeles, CA 90024 and the borrower named above ("Borrower").

     The Parties agree to amend the Loan and Security Agreement between them,
dated February 26, 1997 (as amended, the "Loan Agreement"), as follows,
effective on the date hereof. (This Amendment, the Loan Agreement, any prior
written amendments to said agreements signed by Greyrock and Borrower, and all
other written documents and agreements between Greyrock and Borrower are
referred to herein collectively as the "Loan Documents". Capitalized
terms used but not defined in this Amendment, shall have the meanings set forth
in the Loan Agreement.)

     1.   Increase Credit Limit. Section 1(1) of the Schedule, which presently
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reads as follows:

               "(1) $20,000,000 at any one time outstanding; or"

is amended to read as follows:

               "(1) $30,000,000 at any one time outstanding; or"

     2.   Equipment Loans. The following Section 1(2)(iii) is hereby added
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to the Schedule, immediately following Section 1(2)(ii):

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                    Greyrock Capital               Amendment To Loan Documents
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          "(iii) Equipment Loans.
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                 (1) Greyrock will make Loans (the "Equipment Loans") to
                 Borrower in an amount equal to 90% of the net purchase price of
                 new equipment purchased and delivered to Borrower after the
                 date hereof and acceptable to Greyrock in its discretion
                 (provided that not more than $15,000,000 in Equipment Loans
                 shall be made hereunder).

                 (2) The "net purchase price" of Equipment means the purchase
                 price thereof, as shown on the applicable invoice, net of all
                 charges for taxes, freight, delivery, insurance, set-up,
                 training, manuals, fees, service charges and other similar
                 items.

                 (3) Equipment Loans shall be made in disbursements of not less
                 than $1,500,000 each.

                 (4) Each Equipment Loan shall be repaid by Borrower to Greyrock
                 in 48 equal monthly payments of principal, commencing on the
                 last day of the first month after such Equipment Loan was
                 disbursed and continuing until the earlier of the date such
                 Equipment Loan has been paid in full or the date this Agreement
                 terminates by its terms or is terminated, as provided in
                 Sections 6.1 - 6.2 above, at which date the entire unpaid
                 principal balance of the Equipment Loans, plus all accrued and
                 unpaid interest thereon, shall be due and payable.

                 (5) Accrued interest on the Equipment Loans shall be paid
                 monthly on the last day of each month as provided in Section
                 1.2 above.

                 (6) Equipment Loans may not be repaid and reborrowed."

     3.   Extension. The Maturity Date, "May 31, 2000", set forth in the
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Schedule to the Loan Agreement, is hereby amended by replacing said date with
the date "June 30, 2000".

     4.   Representations True. Borrower represents and warrants to Greyrock
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that all representations and warranties set forth in the Loan Agreement, as
amended hereby, are true and correct.

     5.   General Provisions. This Amendment, the Loan Agreement, and the other
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Loan Documents set forth in full all of the representations and agreements of
the parties with respect to the subject matter hereof and supersede all prior
discussions, representations, agreements and understandings between the parties
with respect to the subject hereof. Except as herein expressly amended, all of
the terms and provisions

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of the Loan Agreement and the other Loan Documents shall continue in full force
and effect and the same are hereby ratified and confirmed.


Borrower:                               Greyrock:

FUTURE MEDIA PRODUCTIONS                GREYROCK CAPITAL,
INC.                                    a Division of NationsCredit
                                        Commercial Corporation
By /s/ [ILLEGIBLE]^^
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    President or Vice President         By /s/ [ILLEGIBLE]^^
                                          --------------------------
                                        Title  SVP
                                             -----------------------
By  /s/ [ILLEGIBLE]^^
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   Secretary or Ass't Secretary


                                    CONSENT


     The undersigned, guarantors, acknowledge that their consent to the
foregoing Agreement is not required, but the undersigned nevertheless do hereby
consent to the foregoing Agreement and to the documents and agreements referred
to therein and to all future modifications and amendments thereto, and any
termination thereof, and to any and all other present and future documents and
agreements between or among the foregoing parties. Nothing herein shall in any
way limit any of the terms or provisions of the Continuing Guarantees of the
undersigned, all of which are hereby ratified and affirmed. This Consent may be
executed in counterparts. This Consent, and the foregoing Agreement, shall be
fully effective notwithstanding the fact that Beny Alagem, another guarantor, is
not signing this Consent, regardless of any effect his failure to sign may have
on his guaranty with respect to Borrower.


/s/ Alex Sandel                              /s/ Jason Brazilay
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Alex Sandel                                  Jason Brazilay

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