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                                                                   EXHIBIT 10.12

                          AMENDMENT TO LOAN AGREEMENT


BORROWER:   FUTURE MEDIA PRODUCTIONS, INC.
ADDRESS:    25136 ANZA DRIVE
            VALENCIA, CALIFORNIA 91355

DATE:       APRIL 29, 1998

     THIS AMENDMENT TO LOAN AGREEMENT is entered into between GREYROCK BUSINESS
CREDIT, a Division of NationsCredit Commercial Corporation ("GBC"), whose
address is 10880 Wilshire Blvd., Suite 950, 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 GBC and the Borrower, and all
other written documents and agreements between GBC and the 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
reads as follows:

          "(1) $12,000,000 at any one time outstanding; or" is amended to read
as follows:

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

     2.   INCREASE IN ADDITIONAL REVOLVING LOAN.  Section 1(2)(ii) of the
Schedule, which presently reads as follows:

          "(ii) ADDITIONAL REVOLVING LOANS. The unpaid principal balance of
          additional revolving Loans (the 'Additional Revolving Loans');
          provided that the unpaid principal balance of the Additional Revolving
          Loans shall not exceed the following (the 'Additional Revolving Loan
          Limit'): the sum of $6,500,000, effective on the date hereof, reducing
          by $217,000 on March 31, 1997 and by $217,000 on the last day of each
          succeeding month, until the earlier of (i) the date this Agreement
          terminates or is terminated, or (ii) August 31, 1999. At the earlier
          of said dates the Additional Revolving Loan Limit shall be reduced to
          zero, and after said date no further Additional Revolving Loans will
          be made."

                                      -1-
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is amended to read as follows:

          "(ii) Additional REVOLVING LOANS. The unpaid principal balance of
          additional revolving Loans (the 'Additional Revolving Loans');
          provided that the unpaid principal balance of the Additional Revolving
          Loans shall not exceed the following (the 'Additional Revolving Loan
          Limit'): the sum of $15,000,000, effective on April 29, 1998, reducing
          by $312,500 on June 30, 1998 and by $312,500 on the last day of each
          succeeding month, until the earlier of (i) the date this Agreement
          terminates or is terminated, or (ii) the fourth anniversary of the
          date hereof. At the earlier of said dates the Additional Revolving
          Loan Limit shall be reduced to zero, and after said date no further
          Additional Revolving Loans will be made."

     3.   EXTENSION. The Maturity Date, "April 30, 1998", set forth in the
Schedule to the Loan Agreement, is hereby amended by replacing said date with
the date "May 31, 1999".

     4.   CREDIT BALANCE. To the extent GBC at any time or from time to time is
holding collected funds of the Borrower, which are not to be applied to the
Obligations under the Loan Agreement or other Loan Documents, GBC agrees to pay
Borrower interest on such funds at a rate equal to the Prime Rate minus 2% per
annum, which interest shall be credited to Borrower's account monthly for each
month as of the first day of the following month. GBC shall have the right, in
its discretion to pay any such collected funds to Borrower at any time.

     5.   DIVIDENDS. Without limiting any of the covenants or provisions in the
Loan Agreement, without GBC's prior written consent, Borrower shall not pay or
declare, directly or indirectly, any dividends on Borrower's stock (except for
(i) dividends payable solely in stock of Borrower and (ii) dividends to
Borrower's shareholders, in an amount not greater than the amount of the federal
income tax payable by them as a result of their being taxed on all or a portion
of the Borrower's net income, by reason of the fact that the Borrower is a
Subchapter S corporation for federal income tax purposes, provided that no such
dividend shall be paid if, at the time it is to be paid and after giving effect
thereto, an Event of Default, or an event which, with notice or passage of time
or both, would constitute an Event of Default has occurred), and Borrower shall
not make any other payments, distributions, or transfers of assets, of any kind
or description, directly or indirectly, for any reason or in any transaction, to
any shareholders of Borrower, or any Affiliates of such shareholders, except for
payment of reasonable salaries in the ordinary course of business to
shareholders of Borrower who are full-time employees of Borrower.

     6.   REPRESENTATIONS TRUE.  Borrower represents and warrants to GBC that
all representations and warranties set forth in the Loan Agreement, as amended
hereby, are true and correct.

     7.   GENERAL PROVISIONS. This Amendment, the Loan Agreement, and the other
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 of the Loan Agreement and the other Loan Documents
shall continue in full force and effect and the same are hereby ratified and
confirmed.

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 BORROWER:                               GBC:

 FUTURE MEDIA PRODUCTIONS, INC.          GREYROCK BUSINESS CREDIT,
                                         A DIVISION OF NATIONSCREDIT COMMERCIAL
                                         CORPORATION
 BY /s/ ALEX SANDEL
   -----------------------------
      PRESIDENT OR VICE PRESIDENT        BY /s/ {Illegible}
                                           -----------------------------
                                         TITLE
                                              --------------------------
 BY /s/ DAWN DODSON
   -------------------------------
      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. The signatures of the undersigned shall be fully
effective even if other persons named below fail to sign this Consent.

/s/ ALEX SANDEL                          /s/ BENY ALAGEM
--------------------------------         ---------------------------------
 Alex Sandel                             Beny Alagem


/s/ JASON BARZILAY
--------------------------------
 Jason Barzilay