SALE,
      PURCHASE AND ESCROW AGREEMENT

     

    BETWEEN

     

    HOLLYWOOD
      WAY OFFICE VENTURES, LLC

     

    (“Seller”)

     

    AND

     

    POINT.360

     

    (“Purchaser”)

     

    AND

     

    COMMONWEALTH
      LAND TITLE INSURANCE COMPANY

    (“Escrow
      Agent”)

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SALE,
      PURCHASE AND ESCROW AGREEMENT

     

    This
      Sale, Purchase And Escrow Agreement (this “Agreement”), dated as of May 19, 2008
      (the “Agreement Date”), is made by and among POINT.360, a California corporation
      (“Purchaser”), and HOLLYWOOD WAY OFFICE VENTURES, LLC, a California limited
      liability company (“Seller”), and constitutes (i) a contract of sale and
      purchase between Seller and Purchaser and (ii) an escrow agreement among
      Seller, Purchaser and COMMONWEALTH LAND TITLE INSURANCE COMPANY, as escrow
      agent
      (“Escrow Agent”), the consent of which appears at the end hereof.

     

    ARTICLE
      1

    RECITALS

     

    1.1. Real
      Property.
      Seller
      owns and holds fee title to that certain real property located in the City
      of
      Burbank, California as more particularly described in Exhibit A attached hereto
      and made a part hereof (the “Land”), together with (1) all buildings,
      improvements, fixtures, pools, and similar structures located on the Real
      Property consisting generally of a two-story office building with approximately
      32,000 rentable square feet, located at 1133 Hollywood Way, Burbank, California
      and a vacant parcel currently used for parking at 1122 Hollywood Way, Burbank,
      California (the “Improvements”), (2) all rights, benefits, privileges,
      easements, tenements, herditaments, rights-of-way and other appurtenances
      thereon or in any way appertaining thereto, including all mineral rights,
      development rights, air and water rights and (3) all strips and gores and
      any land lying in the bed of any street, road or alley, open or proposed,
      adjoining such Land (collectively, the “Property”).

     

    1.2. Lease
      of Property.
      Purchaser, as successor in interest to VDI Media, a California corporation,
      has
      leased the Property from Seller, as successor in interest to Al Post, Inc.,
      a
      California corporation, pursuant to that certain Building Lease dated June
      11,
      1998 (“Lease”) that expires on June 10, 2008.

     

    1.3. Purchase
      and Sale.
      Seller
      desires to sell and Purchaser desires to purchase all of Seller’s right, title
      and interest in and to the Property, upon the terms and covenants and subject
      to
      the conditions set forth below.

     

    1.4. Lease
      Extension.
      In
      anticipation of the consummation of the transaction contemplated by this
      Agreement and concurrently with the execution and delivery of this Agreement,
      the parties are entering into a one (1) year extension of the Lease (“Lease
      Extension”).

     

    ARTICLE
      2

    PURCHASE
      PRICE

     

    2.1. Price.
      In
      consideration of the covenants herein contained, Seller hereby agrees to sell
      and Purchaser hereby agrees to purchase the Property for a total purchase price
      of EIGHT MILLION DOLLARS ($8,000,000) (the “Purchase Price”), subject to
      adjustment as provided in Section 6.2 below, which shall be paid by Purchaser
      as
      follows:

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    2.1.1 Deposit.
      Purchaser will deliver within two (2) business days after the Effective Date,
      to
      Escrow Agent the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) (the “Deposit”)
      and upon the end of the Investigation Period will become non-refundable and
      will
      be immediately released to Seller. 

     

    2.1.2 Payment
      of Purchase Price.
      Purchaser shall, at or before the Closing (as defined in Section 6.1), deliver
      to Escrow Agent, by bank wire transfer of immediately available funds, a sum
      equal to the balance of the Purchase Price. The balance of the Purchase Price
      received by Seller at Closing shall be adjusted to reflect prorations and other
      adjustments pursuant to Section 6.2 and Section 7.1.

     

    ARTICLE
      3

    CONDITIONS
      TO THE PARTIES’ OBLIGATIONS

     

    3.1. Conditions
      to Purchaser’s Obligation to Purchase.
      Purchaser’s obligation to purchase is expressly conditioned upon the
      satisfaction of each of the following conditions precedent which are for
      Purchaser’s sole benefit, provided that Purchaser may, in its sole discretion,
      elect to waive any such conditions in writing:

     

    3.1.1 Investigation
      Period.
      Purchaser shall have affirmatively approved of the results of its investigation
      of the Property during the Investigation Period (as hereinafter
      defined).

     

    3.1.2 Performance
      by Seller.
      Performance in all material respects of the obligations and covenants of, and
      deliveries required of, Seller hereunder.

     

    3.1.3 Delivery
      of Title and Possession.
      Delivery at the Closing of (i) the Deed (as defined in Section 4.2.1) and
      (ii) possession as provided in Section 15.1.

     

    3.1.4 Title
      Insurance.
      Delivery at the Closing of the standard current form of California Land Title
      Association owner's policy of title insurance (the “Title Policy”), or an
      irrevocable commitment to issue the same, with liability in the amount of the
      Purchase Price issued by United Title Insurance Company (the “Title Company”),
      insuring that fee title to the Real Property vests in Purchaser subject to
      the
      Permitted Encumbrances (as defined in Section 4.2.1). (At its option, Purchaser
      may direct the Title Company to an ALTA extended coverage policy or to issue
      additional title insurance endorsements if Purchaser pays for the extra cost
      of
      such coverage and/or additional endorsements, provided that the Title Company's
      failure to issue any such additional endorsements shall not affect Purchaser's
      obligations under this Agreement).

     

    3.1.5 Seller’s
      Representations.
      The
      representations and warranties by Seller set forth in Section 11.1 being true
      and correct in all material respects as of the Closing except as modified by
      notice (in accordance with Section 11.1) to which Purchaser does not object
      in
      writing by the later of (i) three (3) business days after receipt thereof
      or (ii) the end of the Investigation Period.

     

    3.1.6 No
      Material Damage or Condemnation.
      No
      material amount of damage or condemnation proceeding shall be pending or
      threatened against the Property.

     

    3.2. Conditions
      to Seller’s Obligation to Sell.
      Seller’s obligation to sell is expressly conditioned upon each of the following
      conditions precedent which are for Seller’s sole benefit, provided that Seller
      may, in its sole discretion, elect to waive any such conditions in
      writing:

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    3.2.1 Performance
      by Purchaser.
      Performance in all material respects of the obligations and covenants of, and
      deliveries required of, Purchaser hereunder.

     

    3.2.2 Receipt
      of Purchase Price.
      Receipt
      of the Purchase Price and any adjustments due Seller under ARTICLE 7 and Section
      6.2 at the Closing in the manner herein provided.

     

    3.2.3 Purchaser’s
      Representations.
      The
      representations and warranties by Purchaser set forth in Section 11.2 being
      true
      and correct in all material respects as of the Closing.

     

    ARTICLE
      4

    DELIVERIES

     

    4.1. Purchaser’s
      Deliveries.
      Purchaser shall, at or before the Closing, deliver to Escrow Agent each of
      the
      following:

     

    4.1.1 Closing
      Statement.
      An
      executed settlement statement reflecting the prorations and adjustments required
      under ARTICLE 7.

     

    4.1.2 Cash
      -
      Prorations.
      The
      amount, if any, required of Purchaser under ARTICLE 7. 

     

    4.1.3 Other
      Documents.
      Such
      other documents and/or instruments as may be reasonably required to complete
      the
      purchase and sale of the Property.

     

    4.2. Seller’s
      Deliveries.
      Seller
      shall, at or before the Closing, deliver to Escrow Agent (or directly to
      Purchaser if so specified below) each of the following:

     

    4.2.1 Deed.
      A
      standard form grant deed with respect to the Real Property executed and
      acknowledged by Seller (the “Deed”), pursuant to which Seller shall convey title
      to the Real Property with the documentary transfer taxes shown on a separate
      (non-recorded) declaration.

     

    4.2.2 Assignment
      and Assumption of Lease.
      A
      standard form of assignment and assumption of the Lease, as extended, pursuant
      to which Seller shall assign the Lease to Purchaser and Purchaser shall assume
      all landlord obligations thereunder.

     

    4.2.3 Owner’s
      Affidavit.
      An
      Owner’s Affidavit as reasonably required by the Title Company as a condition to
      issue the Title Insurance required under this Agreement.

     

    4.2.4 FIRPTA
      Affidavit.
      Four
      executed copies of an affidavit in the form of Exhibit B with respect to the
      Foreign Investment in Real Property Tax Act and the California FTB Form
      593-C..

     

    4.2.5 Closing
      Statement.
      An
      executed settlement statement reflecting the prorations and adjustments required
      under ARTICLE 7.

     

    4.2.6 Cash
      -
      Prorations.
      The
      amount, if any, required of Seller under ARTICLE 7.

     

    4.2.7 Seller’s
      Certification.
      A
      certification executed by Seller affirming that all representations and
      warranties of Seller contained herein are and remain true as of the
      Closing.

     

    4.2.8 Other
      Documents.
      Such
      other documents and/or instruments as may be reasonably required to complete
      the
      purchase and sale of the Property.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    4.3.
      Failure
      to Deliver.
      The
      failure of Purchaser or Seller to make any delivery required above by and in
      accordance with this ARTICLE 4 which is not waived by the other party shall
      constitute a default hereunder by Purchaser or Seller, as
      applicable.

     

    ARTICLE
      5

    INVESTIGATION
      OF PROPERTY

     

    5.1. Delivery
      of Documents.
      As used
      herein the term “Effective Date” shall be May 19, 2008. As a condition precedent
      to the effectiveness of this Agreement, the parties shall deliver to each other
      executed counterparts of the Lease Extension concurrently with the delivery
      of
      the executed counterparts of this Agreement. The following materials shall
      constitute the “Due Diligence Materials” which shall be delivered to Purchaser
      as provided herein: 

     

    5.1.1 Preliminary
      Title Report.
      On or
      before the Effective Date, a current preliminary title report covering the
      Real
      Property issued by United Title Insurance Company (an affiliate of the Title
      Company), together with copies of all documents referred to as exceptions
      therein (collectively, the “Title Report”). The Title Report will form the basis
      of Title Company’s commitment to issue to Purchaser, as the proposed insured,
      its regular CLTA or ALTA (as determined by Purchaser) Owner’s title insurance
      policy (the “Owner’s Title Policy”) in the amount of the Purchase
      Price.

     

    5.1.2 Phase
      I Environmental Report.
      On or
      before the Effective Date, Seller's Phase I Environmental Report dated January
      9, 2007. Purchaser hereby acknowledges that Seller makes no representation
      or
      warranty with respect to the accuracy, completeness, conclusions or other
      information contained in said report.

     

    5.1.3 Natural
      Hazard Disclosure Statement.
      Seller
      has ordered a current Natural Hazard Disclosure Statement as provided by
      California Civil Code Section 1103.3 and will deliver a copy to Purchaser within
      one (1) business day after receipt.

     

    5.1.4 Existing
      Survey.
      Seller
      has ordered a copy of the existing survey (“Existing Survey”) from Grimes
      Surveying & Mapping, Inc., (323.223.1011) and will deliver a copy to
      Purchaser within one (1) business day after receipt.

     

    5.2. Investigation
      Period.
      Purchaser shall have until 5:00 p.m. Pacific Time on the day that is twenty
      (20)
      days after the Effective Date to make the following investigations of the
      Property (the “Investigation Period”).

     

    5.2.1 Title
      and Survey.
      Review
      title to the Property and notify Seller of any objections (the “Title
      Objections”) with respect to the Title Report and Existing Survey not later than
      fifteen (15) days after the Effective Date based on its review thereof. In
      addition, notwithstanding any statements to the contrary, Purchaser shall have
      three (3) business days after receipt of any update or supplement to the Title
      Report and/or Existing Survey (each, a “Title Update”) to notify Seller of any
      objections (also, “Title Objections”) to any matters reflected on a Title Update
      first raised or materially and adversely altered in such Title Update. If
      Purchaser does not timely give the applicable notice, such failure shall be
      conclusively deemed to be full and complete approval of the Title Report,
      Existing Survey or the Title Update, as applicable, and any matter disclosed
      therein. If Purchaser gives notice of the unacceptability of any title matter,
      Seller shall have four (4) business days after receipt thereof to notify
      Purchaser that Seller (a) will cause or (b) elects not to cause any or all
      Title
      Objections disclosed therein to be removed or insured over by the Title Company.
      Seller's failure to notify Purchaser within such four (4) business day period
      as
      to any Title Objection shall be deemed an election by Seller not to remove
      or
      have the Title Company insure over such Title Objection. If Seller notifies
      or
      is deemed to have notified Purchaser that Seller shall not remove nor have
      the
      Title Company insure over any or all of the Title Objections, Purchaser shall
      have until three (3) business days after the actual or deemed election (as
      the
      case may be) not to remove or have the Title Company insure over such Title
      Objection to (i) terminate this Agreement or (ii) waive such Title Objections
      and proceed to closing without any abatement or reduction in the Purchase Price
      on account of such Title Objections. If Purchaser does not timely give such
      notice, Purchaser shall be deemed to have elected to object to such Title
      Objections. The Closing shall be automatically extended as necessary to allow
      for the expiration of the foregoing time periods plus one (1) business day.
      If
      Seller elects to attempt to cure any such matters disclosed in a Title Update
      and timely objected to by Purchaser, Seller shall have the right, at its
      election, to extend the date for Closing by a reasonable additional time to
      effect such a cure, but in no event shall the Closing be extended for more
      than
      thirty (30) days.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    5.2.2 Physical
      Inspection of Property.

     

    (i) Access.
      Seller shall allow Purchaser and Purchaser’s engineers, architects or other
      employees and agents reasonable access to the Property during normal business
      hours for the limited purposes provided herein. Purchaser and its engineers,
      architects and other employees and agents may exercise such access solely for
      the purpose inspecting the physical condition of the Property and
      conducting non-intrusive physical and environmental tests and inspections
      thereof. PURCHASER SHALL NOT CONDUCT OR ALLOW ANY PHYSICALLY INTRUSIVE TESTING
      OF, ON OR UNDER THE PROPERTY WITHOUT FIRST OBTAINING SELLER’S WRITTEN CONSENT
      WHICH SHALL NOT BE UNREASONABLY CONDITIONED, DELAYED OR DENIED AS TO THE TIMING
      AND SCOPE OF THE WORK TO BE PERFORMED AND THE PARTIES ENTERING INTO AN AMENDMENT
      HERETO MEMORIALIZING SUCH SCOPE OF WORK AND ANY ADDITIONAL AGREEMENTS OF THE
      PARTIES WITH RESPECT TO SUCH TESTING. 

     

    (ii) Insurance.
      Purchaser agrees that it will be covered by not less than $1,000,000 commercial
      general liability insurance (with a contractual liability endorsement, insuring
      its indemnity obligation under this Agreement), insuring all activity and
      conduct of Purchaser or anyone acting on its behalf while exercising such right
      of access and naming Seller as insured. 

     

    (iii) Indemnification.
      Purchaser shall indemnify, defend (with counsel reasonably satisfactory to
      Seller), protect and hold harmless Seller and its agents and representatives
      from and against any and all liability, loss, cost, damage or expense
      (including, without limitation, reasonable attorney’s fees and costs) that
      Seller or such agents and representatives may sustain or incur by reason of
      or
      in connection with any inspection made by Purchaser or Purchaser’s agents or
      contractors relating to or in connection with the Property (not including
      uncovering of existing conditions), or entries by Purchaser or its agents or
      contractors onto the Property. Notwithstanding any provision to the contrary
      in
      this Agreement, the indemnity obligations of Purchaser under this Agreement
      shall survive any termination of this Agreement or the delivery of the deed
      and
      the transfer of title pursuant to this Agreement. 

     

    (iv) Notice
      of
      Tests. Purchaser agrees to give Seller two (2) business day prior notice of
      its
      intent to conduct any inspections or tests so that Seller will have the
      opportunity to have a representative present during any such inspection or
      test,
      the right to do which Seller expressly reserves. Purchaser agrees to cooperate
      with any reasonable request by Seller in connection with the timing of any
      such
      inspection or test.

     

    (v) No
      Expense to Seller. Purchaser agrees that any inspection, test or other study
      or
      analysis of the Property shall be performed at Purchaser’s expense and in strict
      accordance with applicable law.

     

    (vi) Obligation
      to Restore Property. Purchaser agrees at its own expense to promptly repair
      or
      restore the Property, or, at Seller’s option, to reimburse Seller for any repair
      or restoration costs, if any inspection or test requires or results in any
      damage to or alteration of its condition. The obligations set forth in this
      Section (vi) shall survive the Closing and any termination of this Agreement.
      

     

    5.2.3 General
      Investigation.
      In
      addition, Purchaser shall have until the end of the Investigation Period to
      make
      such other investigations as Purchaser shall deem appropriate. 

     

    5.3. Effect
      of Termination.
      If
      Purchaser determines not to proceed with the purchase of the Property, then
      Purchaser shall, on or before the expiration of the Investigation Period, either
      so notify Seller in writing or do nothing, in which case Purchaser shall be
      deemed to have disapproved the Property and the Deposit and all accrued interest
      therein, subject to any rights which Seller may have for reimbursement and/or
      indemnity, shall be immediately returned to Purchaser and all further rights
      and
      obligations of the parties with respect to this Agreement shall cease and
      terminate without any further liability of either party to the other (except
      those obligations which are specifically provided to survive such termination
      as
      provided in this Agreement). If no notice of disapproval is delivered to Seller
      on or before the end of the Investigation Period, Purchaser shall be deemed
      to
      have disapproved of the Property. Thereafter, the Deposit and all accrued
      interest therein, subject to any rights which Seller may have for reimbursement
      and/or indemnity, shall be immediately returned to Purchaser and all further
      rights and obligations of the parties with respect to this Agreement shall
      cease
      and terminate without any further liability of either party to the other (except
      those obligations which are specifically provided to survive such termination
      as
      provided in this Agreement). Until such time, Purchaser shall diligently pursue
      its investigation of the Property. If Purchaser affirmatively approves of the
      Property, the Deposit shall become nonrefundable (subject to the remaining
      conditions precedent to Purchaser’s obligation to close) and shall be
      immediately released to Seller.

     

    5.4. No
      Obligation to Cure.
      Except
      as otherwise provided in this Agreement and except for the removal of monetary
      liens on the Property (but excluding bonds, assessments or similar liens payable
      in installments), Seller shall not be required to render its title marketable
      or
      to remove or correct any exception or matter disapproved by Purchaser or to
      spend any money or incur any expense in order to do so. Notwithstanding the
      foregoing, Seller shall provide Title Company with a mechanics’ lien indemnity
      and owner’s affidavit in forms required by Title Company.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    ARTICLE
      6

    THE
      CLOSING

     

    6.1. Date
      and Manner of Closing.
      The
      escrow for the purchase and sale of the Property shall close (the “Closing”) not
      later than ten (10) days following the end of the Investigation
      Period.

     

    6.2. Option
      to Extend Closing Date.
      Purchaser shall have the option to extend the Closing Date for six (6) thirty
      (30) day periods on the following terms and conditions: (i) Purchaser shall
      give
      Seller notice of its election to extend the Closing Date not less than five
      (5)
      business days prior to the then scheduled Closing Date and (ii) the Purchase
      Price will be adjusted pursuant to Schedule 1 attached hereto.

     

    ARTICLE
      7

    PRORATION,
      FEES, COSTS AND ADJUSTMENTS

     

    7.1. Prorations.
      The
      only
      items to be prorated between Purchaser and Seller are the rents due under the
      Lease and insurance premiums paid by Seller as landlord under the Lease and
      the
      amounts paid by Purchaser to Seller on account of such insurance premiums.
      For
      purposes of calculating prorations, Buyer shall be deemed to be in title to
      the
      Property, and therefore entitled to the income and responsible for expenses,
      for
      the entire day upon which the Close of Escrow occurs. Seller agrees to prepare
      a
      schedule of tentative prorations prior to the Closing Date with respect to
      the
      Property. Such prorations shall be paid by Buyer to Seller (if the prorations
      result in a net credit to the Seller) or by Seller to Buyer (if the prorations
      result in a net credit to the Buyer) at the Close of Escrow. A copy of the
      schedule of prorations and the other debits and credits which may be required
      pursuant to Sections 7.2 and 7.3 hereof as agreed upon by Buyer and Seller
      shall
      be delivered to Escrow Holder prior to the Close of Escrow.

     

    7.2. Real
      Property Tax Refunds.
      The
      Seller is currently processing a refund of real property taxes relating to
      the
      Property with the County of Los Angeles. Promptly upon receipt of any such
      refunds, Seller shall pay over all such refund to Purchaser. Seller’s obligation
      to pay over such refunds shall survive the Closing and shall continue as long
      as
      any refunds shall remain outstanding.

     

    7.3. Security
      Deposit.
      Seller
      shall be debited and Purchaser shall be credited with the amount of the security
      deposit held by Seller on account of the Lease. 

     

    7.4. Seller’s
      Closing Costs.
      Seller
      shall pay (i) one half of Escrow Agent’s escrow fee or escrow termination
      charge, (ii) the premium for a standard coverage policy of title insurance
      issued by United Title Insurance Company, (iii) any applicable transfer
      taxes, and (iv) Seller’s own attorneys’ fees.

     

    7.5. Purchaser’s
      Closing Costs.
      Purchaser shall pay (i) one half of Escrow Agent’s escrow fee or escrow
      termination charge, (ii) the additional premium for ALTA Extended coverage
      for the Title Policy, (iii) the cost of any title insurance endorsements
      ordered by Purchaser, (iv) any costs incurred in connection with
      Purchaser’s investigation of the Property pursuant to ARTICLE 5, including the
      cost of any new environmental assessment commissioned by Purchaser and the
      cost
      of any survey and (v) Purchaser’s own attorneys’ fees.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    Recording
      costs and similar Closing costs shall be apportioned in accordance with the
      custom for commercial real estate transactions in the county where the Property
      is located.

     

    ARTICLE
      8

    DISTRIBUTION
      OF FUNDS AND DOCUMENTS

     

    8.1. Delivery
      of the Purchase Price.
      At the
      Closing, Escrow Agent shall deliver the Purchase Price, as adjusted by those
      prorations set forth in Article 7 above, to Seller, and the transaction shall
      not be considered closed until such delivery occurs.

     

    8.2. Other
      Monetary Disbursements.
      Escrow
      Agent shall, at the Closing, hold for personal pickup or arrange for wire
      transfer, (i) to Seller, or order, as instructed by Seller, all sums and
      any proration or other credits to which Seller is entitled and less any
      appropriate proration or other charges and (ii) to Purchaser, or order, any
      excess funds therefore delivered to Escrow Agent by Purchaser and all sums
      and
      any proration or other credits to which Purchaser is entitled and less any
      appropriate proration or other charges.

     

    8.3. Recorded
      Documents.
      Escrow
      Agent shall cause the Deed and any other documents that Seller or Purchaser
      desires to record to be recorded with the appropriate county recorder and,
      after
      recording, returned to the grantee, beneficiary or person acquiring rights
      under
      said document or for whose benefit said document was required.

     

    8.4. Documents
      to Purchaser.
      Escrow
      Agent shall at the Closing (except as otherwise provided) deliver by overnight
      express delivery to Purchaser the following:

     

    (i) one
      conformed copy of the Deed;

     

    (ii) one
      original of the Assignment of Leases;

     

    (iii) two
      originals of the FIRPTA Affidavit and the FTB Form 593-C;

     

    (iv) two
      originals of Seller’s certification as to its representations and
      warranties;

     

    (v) one
      original of the Closing Statement; and

     

    (vi) one
      original of the Title Policy (to be delivered within a reasonable time after
      the
      Closing).

     

    8.5. Documents
      to Seller.
      Escrow
      Agent shall at the Closing (except as otherwise provided) deliver by overnight
      express delivery to Seller’s counsel, the following:

     

    (i) one
      conformed copy of the Deed;

     

    (ii) one
      original of the Assignment of Leases;

     

    two
      originals of the FIRPTA Affidavit and the FTB Form 593-C;

     

    (iii) one
      original of the Closing Statement; and

     

    (iv) a
      copy of
      the Title Policy (to be delivered within a reasonable time after the
      Closing).

     

    8.6. All
      Other Documents.
      Escrow
      Agent shall at the Closing deliver by overnight express delivery, each other
      document received hereunder by Escrow Agent to the person acquiring rights
      under
      said document or for whose benefit said document was required.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    ARTICLE
      9

    RETURN
      OF DOCUMENTS AND FUNDS UPON TERMINATION

     

    9.1. Return
      of Seller’s Documents.
      If
      escrow or this Agreement is terminated for any reason, Purchaser shall, within
      five (5) business days following such termination, deliver to Seller all
      documents and materials relating to the Property previously delivered to
      Purchaser by Seller and copies of all property condition, environmental
      assessment and seismic reports obtained by Purchaser from third parties in
      connection with the Property and Purchaser’s investigation thereof. Such items
      shall be delivered without representation or warranty as to accuracy or
      completeness and without liability of Purchaser to Seller with respect thereto
      and with no right of Seller to rely thereon without the consent of the third
      party. Escrow Agent shall deliver all documents and materials deposited by
      Seller and then in Escrow Agent’s possession to Seller and shall destroy any
      documents executed by both Purchaser and Seller. Upon delivery by Escrow Agent
      to Seller (or such destruction, as applicable) of such documents and materials,
      Escrow Agent’s obligations with regard to such documents and materials under
      this Agreement shall be deemed fulfilled and Escrow Agent shall have no further
      liability with regard to such documents and materials to Seller or
      Purchaser.

     

    9.2. Return
      of Purchaser’s Documents.
      If
      escrow or this Agreement is terminated for any reason, Escrow Agent shall
      deliver all documents and materials deposited by Purchaser and then in Escrow
      Agent’s possession to Purchaser and shall destroy any documents executed by both
      Purchaser and Seller. Upon delivery by Escrow Agent to Purchaser (or such
      destruction, as applicable) of such documents and materials, Escrow Agent’s
      obligations with regard to such documents and materials under this Agreement
      shall be deemed fulfilled and Escrow Agent shall have no further liability
      with
      regard to such documents and materials to Seller or Purchaser.

     

    9.3. Deposit.
      If
      escrow or this Agreement is terminated for any reason other than
      (i) Seller’s default, (ii) a failure of a condition precedent for the
      benefit of Purchaser or (iii) pursuant to Purchaser’s rights of termination
      pursuant to ARTICLE 12, then the Deposit shall be retained by Seller. In the
      event of any default by Seller, a failure of a condition precedent specified
      in
      Section 3.1 or termination pursuant to ARTICLE 12 the Deposit shall be returned
      to Purchaser.

     

    9.4. No
      Effect on Rights of Parties;
      Survival. The return of documents and monies as set forth above shall not affect
      the right of either party to seek such legal or equitable remedies as such
      party
      may have under ARTICLE 10 with respect to the enforcement of this Agreement.
      The
      obligations under this ARTICLE 9 shall survive termination of this
      Agreement.

     

    ARTICLE
      10

    DEFAULT

     

    10.1. Seller’s
      Remedies.
      IF, FOR
      ANY REASON WHATSOEVER (OTHER THAN THE FAILURE OF A CONDITION SET FORTH IN
      SECTION 3.1 AND OTHER THAN A TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION
      3.1, OR ARTICLE 12), PURCHASER FAILS TO COMPLETE THE ACQUISITION AS HEREIN
      PROVIDED, PURCHASER SHALL BE IN BREACH OF ITS OBLIGATIONS HEREUNDER AND SELLER
      SHALL BE RELEASED FROM ANY FURTHER OBLIGATIONS HEREUNDER. PURCHASER AND SELLER
      HEREBY ACKNOWLEDGE AND AGREE THAT SELLER’S DAMAGES IN THE EVENT OF SUCH A BREACH
      OF THIS AGREEMENT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO DETERMINE,
      THAT THE AMOUNT OF THE DEPOSIT IS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE
      OF THE DAMAGES SELLER WOULD SUFFER IN THE EVENT THE TRANSACTION PROVIDED FOR
      IN
      THIS AGREEMENT FAILS TO CLOSE, AND THAT SUCH ESTIMATE IS REASONABLE UNDER THE
      CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT. PURCHASER AND SELLER
      AGREE
      THAT SELLER’S RIGHT TO RETAIN THE DEPOSIT SHALL BE THE SOLE REMEDY OF SELLER AT
      LAW IN THE EVENT OF SUCH A BREACH OF THIS AGREEMENT BY PURCHASER.
      NOTWITHSTANDING ANY OF THE FOREGOING, HOWEVER, THIS LIQUIDATED DAMAGES PROVISION
      SHALL NOT LIMIT SELLER’S RIGHTS WITH RESPECT TO PURCHASER’S INDEMNITIES OF
      SELLER, SELLER’S RIGHTS TO ALL DOCUMENTS AND REPORTS PURSUANT TO SECTION 9.1, OR
      SELLER’S RIGHTS TO RECOVER ATTORNEYS’ FEES AND COURT COSTS PURSUANT TO SECTION
      16.5 BELOW. 

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    ACCEPTED
      AND AGREED TO:

    


     

    
      	/s/ John Gates	/s/ Alan Steel
	Seller	Purchaser


    

     

     

    10.2. Purchaser’s
      Remedies.
      IN THE
      EVENT THE CLOSE OF ESCROW AND THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED
      THIS AGREEMENT DO NOT OCCUR BY REASON OF DEFAULT BY SELLER, PURCHASER AS ITS
      SOLE REMEDY WILL BE ENTITLED TO EITHER (I) THE RETURN OF ITS DEPOSIT, ANY
      INTEREST ACCRUED THEREON, OR TO (II) SEEK SPECIFIC PERFORMANCE OF THIS
      AGREEMENT. EXCEPT IN AN ACTION FOR SPECIFIC PERFORMANCE WHICH MUST BE BROUGHT
      WITHIN SIXTY (60) DAYS OF THE DATE OF SELLER’S DEFAULT. PURCHASER EXPRESSLY
      WAIVES THE RIGHT TO RECORD A “LIS PENDENS” AGAINST THE PROPERTY PURSUANT TO
      CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 409, OR ANY OTHER PROVISION OF
      APPLICABLE LAW.

     

    ACCEPTED
      AND AGREED TO:

     

     

    
      	_______________________ 	_______________________
	Seller	Purchaser


    

     

    ARTICLE
      11

    REPRESENTATIONS
      AND WARRANTIES

     

    11.1. Seller’s
      Warranties and Representations.
      The
      matters set forth in this Section 11.1 constitute representations and warranties
      by Seller which are now and (subject to matters contained in any notice given
      pursuant to the next succeeding sentence) shall, in all material respects,
      at
      the Closing be true and correct. All representations and warranties contained
      in
      this Section 11.1 are qualified by any information contained in any documents
      or
      other material given to Purchaser by Seller in connection with its review of
      matters pertaining to the Property pursuant to Section 3 above, including
      any title report or Phase I Environmental Report or Natural Hazard Disclosure
      Statement given to Purchaser. If Seller learns of, or has a reason to believe
      that any of the representations and warranties contained in this ARTICLE 11
      may
      cease to be true prior to Closing, Seller shall give prompt notice to Purchaser
      (which notice shall include copies of the instrument, correspondence, or
      document, if any, upon which Seller’s notice is based). As used in this Section
      11.1, the phrase “to the extent of Seller’s actual knowledge” shall mean the
      actual knowledge of John Gates, the managing member of Seller and there shall
      be
      no duty imposed or implied to investigate, inspect or audit any such matters.
      To
      the extent Purchaser has or acquires knowledge prior to the expiration of the
      Investigation Period that these representations and warranties are inaccurate,
      untrue or incorrect in any way, such representations and warranties shall be
      deemed modified to reflect Purchaser’s knowledge. Seller’s representations and
      warranties shall survive the Closing for a period of six (6)
      months.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    11.1.1 Broker.
      Seller
      shall indemnify and hold harmless Purchaser from any claims, costs, damages
      or
      liabilities (including attorneys’ fees) arising from any claim by any third
      party for the payment of any brokerage commissions or finders fees (“Fees”)
      based on any statement or agreement by Seller with such third party with respect
      to the payment of any such Fees. Seller acknowledges that by separate agreement
      it will pay a brokerage commission to Charles Dunn.

     

    11.1.2 Organization.
      Seller
      has been duly formed, validly exists and is in good standing in the jurisdiction
      of its formation and in the state in which the Property is located.

     

    11.1.3 Power
      and Authority.
      Seller
      has the legal power, right and authority and has obtained all necessary member
      consents to enter into this Agreement and to consummate the transactions
      contemplated hereby.

     

    11.1.4 Contravention.
      Seller
      is not prohibited from consummating the transactions contemplated by this
      Agreement by any law, regulation, agreement, instrument, restriction, order
      or
      judgment. 

     

    11.1.5 Litigation.
      To the
      best of Seller’s knowledge, no litigation or proceedings (including eminent
      domain) are pending or threatened, relating to Seller or the Property or any
      part thereof, which, if adversely determined, could individually or in the
      aggregate have an adverse effect on title to or the use and enjoyment or value
      of the Property or any portion thereof, or which could in any material way
      interfere with the consummation of the transaction contemplated in this
      Agreement.

     

    11.1.6 Bankruptcy.
      Seller
      has not made a general assignment for the benefit of creditors, filed any
      voluntary petition in bankruptcy or received notice of the filing of any
      involuntary petition in bankruptcy against Seller. 

     

    11.1.7 Seller
      Not a Foreign Person:
      Seller
      is not a “foreign person” as defined in Section 1445 of the Internal Revenue
      Code of 1986, as amended (the “Code”) and any related regulations.

     

    11.1.8 No
      Liens.
      Except
      as may be shown in the title report to be delivered to Purchaser hereunder,
      Seller has not received any notifications from any city, county, state, or
      other
      governmental authority having jurisdiction over the Property advising of any
      intended public improvements that could result in a lien or charge against
      the
      Property.

     

    11.1.9 No
      Violations.
      Seller
      has not received a written notices from any governmental entity alleging that
      the Property is in violation of any building and safety, seismic,
      fire-life-safety or zoning law, ordinance or regulation relating to
      Property.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    11.2. Purchaser’s
      Warranties and Representations.
      The
      matters set forth in this Section 11.2 constitute representations and warranties
      by Purchaser which are now and shall, at the Closing, be true and correct.
      Purchaser’s representations and warranties shall survive the Closing for a
      period of six (6) months.

     

    11.2.1 Broker.
      Purchaser shall indemnify and hold harmless Seller from any claims, costs,
      damages or liabilities (including attorneys’ fees) arising from any claim by any
      third party for the payment of any brokerage commissions or finders fees
      (“Fees”) based on any statement or agreement by Purchaser with such third party
      with respect to the payment of any such Fees. Purchaser acknowledges that it
      will be solely responsible for any brokerage commission or other fee due to
      Cushman & Wakefield. 

     

    11.2.2 Power
      and Authority.
      Purchaser has been duly organized, is validly existing and is in good standing
      in the state of California, and is qualified to do business in the California.
      This Agreement has been, and all documents executed by Purchaser which are
      to be
      delivered to Seller at Closing will be, duly authorized, executed and delivered
      by Purchaser.

     

    11.2.3 No
      Violation of Law.
      Purchaser represents and warrants to Seller that this Agreement and all
      documents executed by Purchaser which are to be delivered to Seller at Closing
      do not and at the time of Closing will not violate any provision of any
      agreement or judicial order to which Purchaser is a party or to which Purchaser
      is subject.

     

    11.2.4 Not
      Insolvent.
      Purchaser represents and warrants to Seller that Purchaser has not (i) made
      a general assignment for the benefit of creditors, (ii) filed any voluntary
      petition in bankruptcy or suffered the filing of any involuntary petition by
      Purchaser’s creditors, (iii) suffered the appointment of a receiver to take
      possession of all, or substantially all, of Purchaser’s assets,
      (iv) suffered the attachment or other judicial seizure of all, or
      substantially all, of Purchaser’s assets, (v) admitted in writing its
      inability to pay its debts as they come due, or (vi) made an offer of
      settlement, extension or composition to its creditors generally.

     

    11.2.5 Independent
      Investigation.
      Purchaser hereby represents and warrants (i) that it or its affiliates have
      been
      in continuous possession of the Property as the tenant for more than ten (10)
      years and as such has been solely responsible for the repair and maintenance
      of
      the Property and its operating systems and the operation of the Property, (ii)
      the consummation of this transaction shall constitute Purchaser’s acknowledgment
      that it has independently inspected and investigated the Property and has made
      and entered into this Agreement based upon such inspection and investigation
      and
      its own examination of the condition of the Property. Upon Closing, Purchaser
      shall assume the risk that adverse matters, including but not limited to,
      construction defects and adverse physical and environmental conditions, may
      not
      have been revealed by Purchaser’s investigations, and Purchaser, upon closing,
      shall be deemed to have waived, relinquished and released Seller (and its
      members and manager and its and their respective officers, investors, managers,
      employees and agents) from and against any and all claims, demands, causes
      of
      action (including causes of action in tort or under any environmental law),
      losses, damages, liabilities (whether based on strict liability or otherwise),
      losses, damages, liabilities, costs and expenses (including attorneys’ fees and
      court costs) of any and every kind or character, known or unknown, which
      Purchaser might have asserted or alleged against Seller (and its members and
      manager and its and their respective officers, directors, shareholders,
      investors, managers, trustees, employees and agents) at any time by reason
      of or
      arising out of any latent or patent construction defects or physical conditions,
      violations of any applicable laws (including, without limitation, any
      environmental laws) and any and all other acts, omissions, events, circumstances
      or matters regarding the Property.

     

    11.2.6 Purchaser
      Reliance.
      Purchaser is experienced in and knowledgeable about the ownership and management
      of real estate, and it has relied and will rely exclusively on its own
      consultants, advisors, counsel, employees, agents, principals and/or studies,
      investigations and/or inspections with respect to the Property, its condition,
      value and potential. Purchaser agrees that, notwithstanding the fact that it
      has
      received certain information from Seller or its affiliates, agents or
      consultants, Purchaser has relied upon and will continue to rely solely upon
      its
      own analysis and will not rely on any information provided by Seller or its
      affiliates, agents or consultants, except as expressly set forth in Section
      11.1.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    11.2.7 No
      Other Warranties and Representations.
      Except
      as specifically set forth in this ARTICLE 11, Seller has not made, nor
      authorized anyone to make, any warranty or representation as to the Leases,
      any
      written materials delivered to Purchaser, the persons preparing such materials,
      the present or future physical condition, development potential, zoning,
      building or land use law or compliance therewith, the operation, income
      generated by, or any other matter or thing affecting or relating to the Property
      or any matter or thing pertaining to this Agreement. Purchaser expressly
      acknowledges that no such warranty or representation has been made and that
      Purchaser is not relying on any warranty or representation whatsoever other
      than
      as is expressly set forth in this ARTICLE 11. Purchaser shall accept the
      Property “as is” and in its condition on the date of Closing subject only to the
      express provisions of this Agreement.

     

    11.2.8 Hazardous
      Materials.
      Purchaser hereby acknowledges and agrees that Seller makes no representation
      or
      warranty as to, and Purchaser waives and releases Seller from any present or
      future claims, whether known or unknown, foreseeable or otherwise, arising
      from
      or relating to the presence or alleged presence of any hazardous materials
      or
      harmful or toxic substances (“Hazardous Materials”) in, on, under or about the
      Property, including without limitation any claims under or on account of
      (i) the Comprehensive Environmental Response, Compensation and Liability
      Act of 1980, as the same may have been or may be amended from time to time,
      and
      similar state statutes, and any regulations promulgated thereunder,
      (ii) any other federal, state or local law, ordinance, rule or regulation,
      now or hereafter in effect, that deals with or otherwise in any manner relates
      to, environmental matters of any kind, (iii) this Agreement, or
      (iv) the common law. In furtherance and not limitation thereof, Purchaser
      agrees that should any investigation, cleanup, remediation or removal of any
      Hazardous Materials or harmful or toxic substances or other environmental
      conditions on or related to the Property be required after the date of Closing,
      Seller shall have no liability to Purchaser to perform or pay for such
      investigation, clean-up, removal or remediation. 

     

    ARTICLE
      12

    CASUALTY
      AND CONDEMNATION

     

    12.1. Casualty
      and Condemnation.

     

    12.1.1 Uniform
      Act. This
      Agreement shall be governed by the Uniform Vendor and Purchaser Risk Act as
      set
      forth in Section 1662 of the California Civil Code (“Act”) as supplemented by
      this ARTICLE 12. For purposes of the Act, (a) a taking by eminent domain of
      a
      portion of the Property shall be deemed to affect a “material part” of the
      Property if the estimated value of the portion of the Property taken exceeds
      ten
      percent (10%) of the Purchase Price or materially adversely affects the
      Property’s access or parking, and (b) the destruction of a “material part”
of the Property shall be deemed to mean an insured or uninsured casualty to
      the
      Property following Buyer’s inspection of the Property and prior to the Close of
      Escrow having an estimated cost of repair which equals or exceeds twenty percent
      (20%) of the Purchase Price.

     

    12.1.2 Definitions.
      The
      phrase “estimated value” shall mean an estimate obtained from a M.A.I.
      appraiser, who has at least live (5) years experience evaluating property
      located in the County where the Property Is located, similar in nature and
      function to that of the Property, selected by Seller and approved by Seller,
      and
      the phrase “estimated cost of repair” shall mean an estimate obtained from an
      independent contractor selected by Seller and approved by Purchaser. Purchaser
      shall not unreasonably withhold, condition or delay Purchaser’s approval under
      this Section.

     

    ARTICLE
      13

    CONDUCT
      PRIOR TO CLOSING

     

    13.1. Actions
      Prohibited.
      Seller
      shall not, without the prior written approval of Purchaser, which approval
      will
      not be unreasonably withheld or delayed:

     

    (i) make
      any
      material structural alterations or additions to the Property except as
      (a) in the ordinary course of operating the Property, (b) required for
      maintenance and repair or (c) required by the Lease or the
      Contracts;

     

    (ii) sell,
      transfer, encumber or change the status of title of all or any portion of the
      Property;

     

    (iii) change
      or
      attempt to change, directly or indirectly, the current zoning of the Real
      Property in a manner materially adverse to it; or

     

    (iv) cancel,
      amend or modify, in a manner materially adverse to the Property, any license
      or
      permit held by Seller with respect to the Property or any part thereof which
      would be binding upon Purchaser after the Closing.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    13.2. Assignment.
      The
      assignment of Seller’s rights hereunder, but not title to the Property, to an
      intermediary for purposes of effecting an exchange pursuant to Section 1031
      of
      the Internal Revenue Code of 1986, as amended, shall not be deemed a violation
      of this Section. Purchaser shall cooperate with such an exchange.

     

    13.3. Confidentiality.
      Seller
      and Purchaser shall, prior to the Closing, maintain the confidentiality of
      the
      terms of this sale and purchase and shall not, except as required by law or
      governmental regulation applicable to Seller or Purchaser, disclose the terms
      of
      this Agreement or of such sale and purchase to any third parties whomsoever
      other than consultants, investors or prospective investors in Seller or
      Purchaser or the principals of the Escrow Agent, Title Company and such other
      persons whose assistance is required in carrying out the terms of this
      Agreement. Prior to Closing, Purchaser shall not at any time issue a press
      release or otherwise communicate with media representatives regarding this
      sale
      and purchase unless such release or communication has received the prior
      approval of Seller. Purchaser agrees that, prior to Closing, all documents
      and
      information regarding the Property of whatsoever nature made available to it
      by
      Seller or Seller’s agents and the results of all tests and studies of the
      Property (collectively, the “Proprietary Information”) are confidential and
      Purchaser shall not disclose any Proprietary Information to any other person
      except those assisting it with the analysis of the Property, and only after
      procuring such person’s agreement to abide by these confidentiality
      restrictions. This Section 13.3 shall survive the Closing or termination of
      this
      Agreement.

     

    13.4. Right
      to Cure.
      If any
      title defect or other matter which would entitle Purchaser to terminate this
      Agreement shall first arise after Purchaser notifies Seller of its Title
      Objections pursuant to Section 5.2.1 and prior to the Closing or if Seller
      shall
      have breached any representation or warranty hereunder, Seller may elect, by
      written notice to Purchaser, to cure such title defect or other matter by
      causing it to be removed or cure such breach of any representation or warranty
      hereunder and Seller may adjourn the Closing for up to thirty (30) days to
      do
      so. Nothing contained in this Section 13.4 shall require Seller to cure any
      such
      title defect or other matter or to incur any liability or expense to do
      so.

     

    ARTICLE
      14

    NOTICES

     

    14.1. Notices.
      All
      notices, demands, approvals, and other communications provided for in this
      Agreement shall be in writing and shall be effective upon the earlier or the
      following to occur: (a) when delivered to the recipient, (b) three (3) business
      days after deposit in a sealed envelope in the United States mail, postage
      prepaid by registered or certified mall, return receipt requested, (c) the
      next
      business day after deposit with a nationally recognized overnight courier,
      addressed to the recipient as set forth below; or (d) upon delivery by facsimile
      or email transmission, as evidenced by a fax or email confirmation receipt
      provided that the same is transmitted during normal California business hours,
      Monday through Friday. All notices shall be sent as follows:

     

    
      	
            	If
              to Purchaser, to:	
              Point.360

            


      	 	 	
              2777
                North Ontario Street

              Burbank,
                CA 91504

              Attn:
                Alan Steel

              Facsimile:
                818-847-2503

              Email:
                Asteel@POINT360.com

            


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    
      	
            	With
              a copy to	
              TroyGould
                PC

            


      	 	 	
              1801
                Century Park East

              Suite
                1600

              Los
                Angeles, CA 90067

              Attn:
                Kenneth R. Blumer, Esq.

              Facsimile:
                310-201-4746

              Email:
                Kblumer@troygould.com

            


      	 	 	 


      	 	If to Seller,
              to:	Hollywood Way Office Ventures,
              LLC


      	 	 	
              19200
                Von Karman Avenue

              Suite
                250

              Irvine,
                CA 92612

              Attn:
                Ray Lamoureux

              Facsimile:
                (949) 271-4963

              Email:
                rayl@atlasvp.com

            


      	 	 	 


      	 	with a copy to:	Paul D. Rubenstein,
              Esq.


      	 	 	
              2029
                Century Park East, Suite 1370

              Los
                Angeles, CA 90067

              Facsimile:
                (310) 586-3233

              Email:
                pdr@prubensteinlaw.com

            


      	 	 	 


      	 	If to Escrow Agent,
              to:	LandAmerica Commercial
              Services


      	 	 	
              Ann
                A. Smith

              LandAmerica
                Commercial Services

              915
                Wilshire Blvd., #2100

              Los
                Angeles, CA 90017

              Facsimile:
                (213) 330-3098

              Email:
                annsmith@landam.com

            



     

    or
      to
      such other address or to such other person as any party shall designate to
      the
      others for such purpose in the manner hereinabove set forth. If the date on
      which any notice to be given hereunder falls on a Saturday, Sunday or legal
      holiday, then such date shall automatically be extended to the next business
      day
      immediately following such Saturday, Sunday or legal holiday.

     

    ARTICLE
      15

    TRANSFER
      OF TITLE AND POSSESSION

     

    15.1. Transfer
      of Possession.
      Possession of the Property shall be transferred to Purchaser at the time of
      Closing subject to the Permitted Encumbrances and the Lease.

     

    15.2. Delivery
      of Documents at Closing.
      At the
      time of Closing, Seller shall deliver to Purchaser originals or copies of any
      additional documents, instruments or records in the possession of Seller or
      its
      agents which are necessary for the ownership and operation of the
      Property.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    ARTICLE
      16

    GENERAL
      PROVISIONS

     

    16.1. Captions.
      Captions in this Agreement are inserted for convenience of reference only and
      do
      not define, describe or limit the scope or the intent of this Agreement or
      any
      of the terms hereof.

     

    16.2. Exhibits.
      All
      exhibits referred to herein and attached hereto are a part hereof.

     

    16.3. Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties relating to the
      transaction contemplated hereby and all prior or contemporaneous agreements,
      understandings, representations and statements, oral or written, are merged
      herein.

     

    16.4. Modification.
      No
      modification, waiver, amendment, discharge or change of this Agreement shall
      be
      valid unless the same is in writing and signed by the party against which the
      enforcement of such modification, waiver, amendment, discharge or change is
      or
      may be sought; provided, however, any amendment hereto or to the Escrow
      Instructions may be executed and distributed by facsimile and a copy of such
      amendment executed and distributed by facsimile shall be deemed an original
      for
      all purposes.

     

    16.5. Attorneys’
      Fees.
      Should
      any party hereto employ an attorney for the purpose of enforcing or construing
      this Agreement, or any judgment based on this Agreement, in any legal proceeding
      whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief
      or
      other litigation, the prevailing party shall be entitled to receive from the
      other party or parties thereto reimbursement for all reasonable attorneys’ fees
      and all costs, whether incurred at the trial or appellate level, including
      but
      not limited to service of process, filing fees, court and court reporter costs,
      investigative costs, expert witness fees and the cost of any bonds, whether
      taxable or not, and such reimbursement shall be included in any judgment, decree
      or final order issued in that proceeding. The “prevailing party” means the party
      in whose favor a judgment, decree, or final order is rendered.

     

    16.6. Governing
      Law.
      This
      Agreement shall be construed and enforced in accordance with the laws of the
      State of California.

     

    16.7. Time
      of Essence.
      Time is
      of the essence to this Agreement and to all dates and time periods set forth
      herein. However, if this Agreement requires any act to be done on a date that
      is
      not a business day, such act or action shall be deemed to have been validly
      done
      or taken if done or taken on the next succeeding business day.

     

    16.8. Assignment
      by Purchaser.
      Purchaser shall have the right to assign this Agreement to any affiliated entity
      or any entity owned or controlled in common with Purchaser, provided that
      Purchaser shall not be released from any of its obligations hereunder.


     

    16.9. Severability.
      If any
      term, covenant, condition, provision or agreement herein contained is held
      to be
      invalid, void or otherwise unenforceable by any court of competent jurisdiction,
      the fact that such term, covenant, condition, provision or agreement is invalid,
      void or otherwise unenforceable shall in no way affect the validity or
      enforceability of any other term, covenant, condition, provision or agreement
      herein contained.

     

    16.10. Successors
      and Assigns.
      All
      terms of this Agreement shall be binding upon, inure to the benefit of and
      be
      enforceable by, the parties hereto and their respective legal representatives,
      successors and assigns (subject to Section 16.8).

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    16.11. Interpretation.
      Seller
      and Purchaser acknowledge each to the other that both they and their counsel
      have reviewed and revised this Agreement and that the normal rule of
      construction to the effect that any ambiguities are to be resolved against
      the
      drafting party shall not be employed in the interpretation of this Agreement
      or
      any amendments or exhibits hereto.

     

    16.12. Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which so
      executed shall be deemed an original; such counterparts shall together
      constitute but one agreement.

     

    16.13. Recordation.
      This
      Agreement may not be recorded and any attempt to do so shall be of no effect
      whatsoever.

     

    16.14. Limitation
      of Liability.
      No,
      officer, member, manager, investor, employee or agent of or consultant to Seller
      shall be held to any personal liability hereunder, and no resort shall be


    had
      to
      their property or assets for satisfaction of any claims hereunder or in
      connection with the affairs of Seller. This Section 16.14 shall survive the
      Closing and any termination of this Agreement forever; provided, however, if
      Seller shall cease to exist or shall have distributed substantially all of
      its
      assets to its members, Purchaser may join the members of Seller in any cause
      of
      action brought against Seller to the extent of retrieving any distributions
      made
      to such members attributable to the transaction contemplated by this
      Agreement.

     

    16.15. Possession
      of Seller.
      As used
      in this Agreement, the “possession” or “receipt” of a document, notice or
      similar writing by Seller shall be deemed to be only the possession, receipt
      or
      notice of such document by Seller.

     

    16.16. Business
      Day.
      As used
      in this Agreement, “business day” shall be deemed to be any day other than a day
      on which banks in the state where the Property is located shall be permitted
      or
      required to close. To the extent any notice delivery or other performance is
      required on a day that is not a business day, such notice delivery or
      performance shall be deemed to be required on the immediately following business
      day.

     

    16.17. Further
      Assurances.
      Each
      party will, whenever and as often as it shall reasonably be requested to do
      so
      by the other party, execute, acknowledge and deliver, or cause to be executed,
      acknowledged and delivered, any and all such further conveyances, assignments,
      approvals, consents and any and all other documents and do any and all other
      acts as may be necessary to carry out the intent and purpose of this Agreement.
      This Section 16.17 shall survive the Closing.

     

    16.18. Waiver.
      No
      waiver by Purchaser or Seller of any of the terms or conditions of this
      Agreement or any of their respective rights under this Agreement shall be
      effective such waiver is in writing and signed by the party charged with the
      waiver.

     

    ARTICLE
      17

    ESCROW
      AGENT DUTIES AND DISPUTES

     

    17.1. Other
      Duties of Escrow Agent.
      Escrow
      Agent shall not be bound in any way by any other agreement or contract between
      Seller and Purchaser, whether or not Escrow Agent has knowledge thereof. Escrow
      Agent’s only duties and responsibilities with respect to the Deposit shall be to
      hold the Deposit and other documents delivered to it as agent and to dispose
      of
      the Deposit and such documents in accordance with the terms of this Agreement.
      Without limiting the generality of the foregoing, Escrow Agent shall have no
      responsibility to protect the Deposit and shall not be responsible for any
      failure to demand, collect or enforce any obligation with respect to the Deposit
      or for any diminution in value of the Deposit from any cause, other than Escrow
      Agent’s gross negligence or willful misconduct. Escrow Agent may, at the expense
      of Seller and Purchaser, consult with counsel and accountants in connection
      with
      its duties under this Agreement. Escrow Agent shall not be liable to the parties
      hereto for any act taken, suffered or permitted by it in good faith in
      accordance with the advice of counsel and accountants. Escrow Agent shall not
      be
      obligated to take any action hereunder that may, in its reasonable judgment,
      result in any liability to it unless Escrow Agent shall have been furnished
      with
      reasonable indemnity satisfactory in amount, form and substance to Escrow
      Agent.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    17.2. Disputes.
      Escrow
      Agent is acting as a stakeholder only with respect to the Deposit. If there
      is
      any dispute as to whether Escrow Agent is obligated to deliver the Deposit
      or as
      to whom the Deposit is to be delivered, Escrow Agent shall not make any
      delivery, but shall hold the Deposit until receipt by Escrow Agent of an
      authorization in writing, signed by all the parties having an interest in the
      dispute, directing the disposition of the Deposit, or, in the absence of
      authorization, Escrow Agent shall hold the Deposit until the final determination
      of the rights of the parties in an appropriate proceeding. Escrow Agent shall
      have no responsibility to determine the authenticity or validity of any notice,
      instruction, instrument, document or other item delivered to it, and it shall
      be
      fully protected in acting in accordance with any written notice, direction
      or
      instruction given to it under this Agreement and believed by it to be authentic.
      If written authorization is not given, or proceedings for a determination are
      not begun, within thirty (30) days after the date scheduled for the closing
      of
      title and diligently continued, Escrow Agent may, but is not required to, bring
      an appropriate action or proceeding for leave to deposit the Deposit with a
      court in the state where the Property is located pending a determination. Escrow
      Agent shall be reimbursed for all costs and expenses of any action or
      proceeding, including, without limitation, attorneys’ fees and disbursements
      incurred in its capacity as Escrow Agent, by the party determined not to be
      entitled to the Deposit. Upon making delivery of the Deposit in the manner
      provided in this Agreement, Escrow Agent shall have no further liability
      hereunder. In no event shall Escrow Agent be under any duty to institute, defend
      or participate in any proceeding that may arise between Seller and Purchaser
      in
      connection with the Deposit.

     

    17.3. Reports.
      Escrow
      Agent shall be responsible for the timely filing of any reports or returns
      required pursuant to the provisions of Section 6045(e) of the Internal Revenue
      Code of 1986, as amended (and any similar reports or returns required under
      any
      state or local laws) in connection with the closing of the transaction
      contemplated by this Agreement.

    


     

    [SIGNATURES
      ON THE NEXT PAGE]

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, this Agreement has been executed as of the date first set
      forth
      above.

     

    
      	 	 	 
	 	PURCHASER:
	 	 
	 	POINT.360, a California
              corporation
	 
 	 
 	 
 
	 	By:  	/s/
              Alan
              Steel
	 	
              
Alan
              Steel
	 	Executive
              Vice
              President & CFO


    

     

    
      	 	 	 
	 	HOLLYWOOD
              WAY
              OFFICE VENTURES, LLC,
	 	a California limited liability
              company
	 
 	 
 	 
 
	 	By:  	/s/
              John
              Gates
	 	
              
John
              Gates
	 	Managing
              Member


    

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    CONSENT
      AND AGREEMENT OF ESCROW AGENT

     

    The
      undersigned Escrow Agent hereby agrees to (i) accept the foregoing
      Agreement, (ii) be escrow agent under said Agreement, and (iii) be
      bound by said Agreement in the performance of its duties as escrow
      agent.

     

    
      	 	 	 
	 	LANDAMERICA
              COMMERCIAL SERVICES
	 
 	 
 	 
 
	 	By:  	/s/Ann
              A. Smith
	 	
              
Name:
              Ann A. Smith, CSEO
	 	 
	 	Dated:
              May 19, 2008


    

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    Description
      of Land

     

    
      
         

      

      
        EXHIBIT
          A

        
          

        

      

      
         

      

    

     

    EXHIBIT
      B

     

    FIRPTA
      Affidavit

     

    Transferor’s
      Certification of Non-Foreign Status

    


     

    To
      inform
      _____________________________, _______________ limited liability company
      (“Transferee”), that withholding of tax under Section 1445 of the Internal
      Revenue Code of 1986, as amended (the “Code”), will not be required upon the
      transfer of certain real property to Transferee by ____________________________
      (“Transferor”), the undersigned hereby certifies the following on behalf of
      Transferor:

     

    1.    Transferor
      is not a foreign corporation, foreign partnership, foreign trust or foreign
      estate (as those terms are defined in the Code and the Income Tax Regulations
      promulgated thereunder);

     

    2.    Transferor’s
      U.S. employer identification number is ___________ and

     

    3.    Transferor’s
      office address is ___________________________________

     

    Transferor
      understands that this Certification may be disclosed to the Internal Revenue
      Service by Transferee and that any false statement contained herein could be
      punished by fine, imprisonment, or both.

     

    Under
      penalty of perjury I declare that I have examined this Certification and to
      the
      best of my knowledge and belief it is true, correct and complete, and I further
      declare that I have authority to sign this document on behalf of
      Transferor.

     

    Dated:
      _________________, 2008

     

    [Signature
      blocks for Seller]

     

    
      
         

      

      
        EXHIBIT
          B

        
          

        

      

      
         

      

    

     

    SCHEDULE
      1

     

    Price
      Adjustment

    


     

    If
      Purchaser exercises its options to extend the Closing Date the Purchase Price
      shall be adjusted as follows:

    


     

    
      	
              Option

            	 	
              Closing
                Date

            	 	
              Purchase
                Price

            
	
              If
                Purchaser exercises its first option to extend the Closing
                Date

            	 	
              On
                or before 60 days after the Effective Date

            	 	
              $8,000,000

            
	
              If
                Purchaser exercises its second option to extend the Closing
                Date

            	 	
              On
                or before 90 days after the Effective Date

            	 	
              $8.050,000

            
	
              If
                Purchaser exercises its third option to extend the Closing
                Date

            	 	
              On
                or before 120 days after the Effective Date

            	 	
              $8,100,000

            
	
              If
                Purchaser exercises its fourth option to extend the Closing
                Date

            	 	
              On
                or before 150 days after the Effective Date

            	 	
              $8,150,000

            
	
              If
                Purchaser exercises its fifth option to extend the Closing
                Date

            	 	
              On
                or before 180 days after the Effective Date

            	 	
              $8,200,000

            
	
              If
                Purchaser exercises its sixth option to extend the Closing
                Date

            	 	
              On
                or before 210 days after the Effective Date

            	 	
              $8,250,000

            


    

     

    
      
         

      

      
        SCHEDULE
          1