Exhibit 10.1







                             ASSIGNMENT AGREEMENT

                                      among

                                   BNP PARIBAS



                                       and



                          OTHER LENDERS PARTIES HERETO

                                  as Assignors,



                                       and



                               MOVIE GALLERY, INC.

          and the Assignees listed in Schedule II hereto collectively

                                   as Assignee



                             Dated as of May 2, 2001




<PAGE>


                              ASSIGNMENT AGREEMENT

     This  Assignment  Agreement  dated as of May 2, 2001 (the  "Agreement")  is
among (a) BNP  PARIBAS,  as Agent (the  "Agent")  and Lender  under the Existing
Credit Agreement  referred to below, and those certain Lenders party thereto and
executing this Agreement (collectively,  the "Assignors") and (b) MOVIE GALLERY,
INC.,  a  Delaware  corporation  (together  with any other  additional  assignee
designated on Schedule II to this agreement,  herein collectively referred to as
the "Assignee").


                                  INTRODUCTION

     A. The  Assignors  are party to the Credit  Agreement  dated as of March 6,
1998, as amended by First Amendment and Waiver dated as of May 15, 1998,  Second
Amendment  and Waiver dated as of August 7, 1998,  Third  Amendment  dated as of
November  16,  1998,  Fourth  Amendment  dated as of  January  21,  1999,  Fifth
Amendment  and Waiver dated as of March 10,  1999,  Sixth  Amendment  and Waiver
dated as of April 28, 1999, and Seventh Amendment and Waiver dated as of May 28,
1999,  among Video  Update,  Inc.,  as Borrower  ("VUI"),  and  Assignors (as so
amended,  the "Existing Credit  Agreement,"  terms used in this Agreement unless
otherwise  defined  shall have the  meanings  ascribed  to them in the  Existing
Credit Agreement).  Pursuant to the terms of the Existing Credit Agreement,  the
Assignors  have made Loans to VUI,  which Loans are  evidenced by and secured in
the  manner  set forth in the  Existing  Credit  Agreement  and the  other  Loan
Documents listed on Schedule I attached hereto (collectively  referred to herein
as the "Existing Loan Documents"), and guaranteed by VUI's Subsidiaries.

     B. VUI and its U.S. Subsidiaries are currently  debtors-in-possession under
Jointly  Administered  Chapter 11 Case Nos.  00-3663 through 00-3683 in the U.S.
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). Pursuant
to a Fifth Interim Order  Authorizing  the Use of Cash  Collateral and Providing
for Adequate Protection entered by the Bankruptcy Court on April 3, 2001, a copy
of which is attached  hereto as Exhibit "A",  (together  with the Sixth  Interim
Order  Authorizing  the  Use of  Cash  Collateral  and  Providing  for  Adequate
Protection  filed  May 1,  2001,  attached  hereto  as  Exhibit  A-1,  the "Cash
Collateral Order"),  the Assignors were granted replacement liens on Prepetition
Collateral and first priority liens on Post-Petition  Collateral,  including all
claims  of VUI and its  U.S.  Subsidiaries  against  third  parties  for loss or
damage.  To the extent the  protections  afforded  the  Assignors  should  prove
inadequate,  the Assignors shall be entitled to a super-priority  administrative
expense claim subject only to certain Carve-Outs detailed in the Cash Collateral
Order.

     C. Pursuant to the terms of the Existing  Credit  Agreement,  the Assignors
may assign all or a portion of their Loans and related  outstanding  Obligations
with the consent of the Agent, which consent Agent hereby grants.

     D. Pursuant to the terms of the Existing Loan Documents, each Assignor held
a several debt of VUI and therefore a separate  "Claim" under Section  101(5) of
the Bankruptcy Code, 11 U.S.C.ss.1.01 et seq.

     E. Pursuant to the terms of this  Agreement,  the Assignors shall assign to
the Assignee,  without recourse,  representation or warranty except as set forth
below, and the Assignee shall purchase the Claims evidenced by the Loans, Liens,
Collateral,  and certain of the rights and  privileges  of  Assignors  under the
Existing  Credit  Agreement  and the Cash  Collateral  Order,  all as set  forth
herein.
<PAGE>

     The parties hereto agree as follows:

     1. Assignment.

          (a) Subject to the  satisfaction  of the conditions  precedent of this
Agreement  set forth in Section 6 below,  as of the Transfer Date (as defined in
Section 4 below), the Assignors  (including BNP Paribas as Agent with respect to
the Liens (as defined in the Existing Credit  Agreement) held for the benefit of
the  Assignors)  hereby  irrevocably  sell and assign to the  Assignee,  without
recourse, representation or warranty except as set forth below, and the Assignee
hereby  purchases  from  each  Assignor  executing  this  Agreement  all of such
Assignor's Claim including but not limited to, its interests in the indebtedness
of VUI and its  Subsidiaries  evidenced by the Loans and Existing Loan Documents
including,  without limitation, the Notes issued pursuant to the Existing Credit
Agreement and the Liens evidenced by the Existing Loan Documents  (collectively,
the "Debt") and the Cash Collateral Order including,  without limitation, all of
the Agent's right,  title and interest in and to the  Collateral,  but excluding
the  Retained  Rights (as  defined in Section  1(b)  below)  (collectively,  the
"Assigned Property").

          (b)  Notwithstanding  the  foregoing,  it is expressly  understood and
agreed that each Assignor  shall be entitled to the benefits of all  indemnities
and  releases by VUI in their favor which  would,  by the terms of the  Existing
Loan  Documents  or any Cash  Collateral  Order,  have  otherwise  survived  the
Transfer Date. The rights described in this Section 1(b) shall be referred to in
this Agreement as the "Retained  Rights." In addition to any other  agreement in
the Assignors' possession,  it is agreed and understood among the parties hereto
that this Agreement  shall  constitute  evidence of the Retained Rights owing to
Assignors.  Notwithstanding  the Assignors'  Retained Rights,  Assignee shall be
entitled to all of the rights,  privileges  and  benefits of the  Existing  Loan
Documents  including,  but not limited to, all rights of  indemnification by VUI
and its Subsidiaries.

     2. Payment for Assignments. On the Transfer Date, the Assignee shall pay to
the Agent for the benefit of each Assignor an amount equal to the Purchase Price
(as defined  below).  Such payment shall be made by wire transfer of immediately
available  funds to the  account  designated  by the Agent not later  than 11:00
a.m.,  New York time on the  Transfer  Date.  Thereupon,  Agent  shall  promptly
disburse to each Assignor, by wire transfer of immediately available funds, each
Assignor's  pro rata share (as determined by the Existing  Credit  Agreement and
net of the offset by Agent of any  outstanding  expense not  reimbursed  by such
Assignor  to  Agent)  of the  Purchase  Price as  payment  for  such  Assignor's
assignment of interest in the Assigned Property.

     3.  Purchase  Price.  The  purchase  price for the Assigned  Property  (the
"Purchase  Price") shall be an amount equal to (a) a percentage  determined by a
fraction,  the numerator of which shall be the aggregate amount of all Claims to
be sold hereunder and the denominator of which shall be the aggregate  amount of
all Claims multiplied by (b) $9,200,000.00.

                                       2
<PAGE>

     4. Transfer  Date.  The "Transfer  Date" as used herein shall mean the date
upon which  each of the  conditions  precedent  set forth in Section 6 have been
satisfied or duly waived in accordance with Section 12.

     5. Effect of Payment.  Each of the parties hereto  acknowledges  and agrees
that, immediately upon the completion of the transfers of the funds to the Agent
on behalf of the Assignors as described in Section 2 above:  (a) the  Assignment
described in Section 1 shall be effective  and the  Assigned  Property  shall be
vested in the Assignee.

     6. Conditions Precedent.

          (a) The obligations of the Assignee to  purchase the Assigned Property
shall be subject to the following conditions precedent:

               (i)  the  Assignee  shall  have  received  counterparts  of  this
Agreement  executed by a sufficient number of Assignors such that Assignors that
hold at least  two-thirds  in amount  and more than  one-half  in number of such
Claims shall have become parties to this Agreement;

               (ii) the  representations and warranties made by the Assignors in
Section 7 of this Agreement shall be true and correct in all material respects;

          (b) The  obligations  of the Assignors to sell and assign the Assigned
Property shall be subject to the following conditions precedent:

               (i) the  Assignors  shall  have  received  counterparts  of  this
Agreement executed by the required number of Assignors and the Assignee;

               (ii) the  representations and warranties  made by the Assignee in
Section 8 of this Agreement shall be true and correct in all material respects;

               (iii) the Assignors shall have  received  their pro rata share of
the Purchase Price;

               (iv) the  Purchase  Price  shall have  been  received by agent by
11:00 a.m., New York time, on May 7, 2001.

     7.  Representations  and Warranties of Assignors.  Each Assignor represents
and warrants to Assignee as follows:

          (a) as of the Transfer  Date  immediately  before giving effect to the
assignment transactions  contemplated hereunder,  each Assignor is the legal and
beneficial owner of its pro rata share of the Debt and its Claim, free and clear
of any adverse claim;

          (b) Each  Assignor  has full  power and  authority,  and has taken all
action  necessary,  to execute and deliver this  Agreement and any and all other
documents  required or permitted to be executed or delivered by it in connection
with this Agreement and to fulfill its obligations  under, and to consummate the
transactions contemplated by this Agreement, and no governmental  authorizations
or other authorizations are required in connection therewith; and

                                       3
<PAGE>

          (c) this Agreement constitutes the legal, valid and binding obligation
of each Assignor enforceable in accordance with its terms.

The Assignors make no representation or warranty express or implied,  and assume
no responsibility  with respect to the financial  condition of VUI or any of its
Subsidiaries  or the  performance by VUI of the  obligations  under the Existing
Loan  Documents,  and assume no  responsibility  with respect to any statements,
warranties or representations  made in or in connection with the Existing Credit
Agreement or the execution,  legality,  validity,  enforceability,  genuineness,
sufficiency  or value of the Existing  Credit  Agreement  or any  Existing  Loan
Document other than as expressly set forth above.

     8.  Representations  and  Warranties  of  the  Assignee.   Assignee  hereby
represents and warrants to Assignor as follows:

          (a)  Assignee has full power and  authority,  and has taken all action
necessary,  to  execute  and  deliver  this  Agreement,  and any  and all  other
documents  required or permitted to be executed or delivered by it in connection
with this Agreement and to fulfill its obligations  under, and to consummate the
transactions contemplated by this Agreement, and no governmental  authorizations
or other authorizations are required in connection therewith;

          (b) this Agreement constitutes the legal, valid and binding obligation
of Assignee enforceable in accordance with its terms;

          (c) Assignee (i) confirms  that it has received a copy of the Existing
Loan Documents,  together with all financial and other information and documents
it deems necessary and appropriate, to make its own credit analysis and decision
to enter into this Agreement;  and (ii) agrees that it will,  independently  and
without  reliance upon the Agent or any Assignor and based on such documents and
information as it shall deem  appropriate at the time,  continue to make its own
credit or other  decisions  in taking or not taking  action  under the  Existing
Credit Agreement or with respect to the Claims sold hereunder;

          (d)  Assignee is acquiring  the Assigned  Property for its own account
and not with a view toward a public sale or distribution  and has such knowledge
and  experience in financial  and business  matters to enable it to evaluate the
merits and risks of purchasing  the Assigned  Property and to make the necessary
investment decisions in connection therewith.

          (e) Each of  Assignee  is an  "accredited  investor"  as that  term is
defined in Regulation D of the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.

     9.  Resignation of BNP Paribas as Agent. By executing this  Agreement,  BNP
Paribas  shall,  upon the  effectiveness  of this  Agreement in accordance  with
Section 6 above, be deemed to have provided each Assignor with written notice of
its resignation as Agent in accordance with the Existing Credit Agreement and by
executing this Agreement each Assignor shall be deemed to have (i) accepted such
resignation and (ii) waived any requirement of prior notice of such resignation.

                                       4
<PAGE>

     10.  Further  Assurances.  The  Assignors  agree that they shall,  upon the
request of the Assignee, execute and deliver any and all instruments of transfer
and  assignment  and other  documents  reasonably  requested  by the Assignee in
connection  with the  assignments  contemplated  by this  Agreement  in order to
transfer the Liens of record to Assignee.  Each Assignor shall  promptly,  after
receipt by it of its portion of the  Purchase  Price,  deliver to  Assignee  all
Notes  payable to it  endorsed by the  respective  Assignor  (without  recourse,
representation  or warranty except as  specifically  provided in this Agreement)
and made  payable to Assignee or, in lieu of such Notes,  a lost note  indemnity
agreement in form and substance satisfactory to the Assignee.

     11.  Counterparts/Facsimile.  This Agreement may be signed in any number of
counterparts,   and  signatures  to  all  counterparts  hereto,  when  assembled
together,  shall  constitute  signatures to this entire  Agreement with the same
effect as if all signatures  were on the same  document.  The parties agree that
this  Agreement  may be  executed  and  delivered  via  facsimile  and any  such
facsimile copy of any such document shall be considered to have the same binding
legal effect as an original  copy and each party hereby agrees that it shall not
raise the use of a facsimile  copy as a defense to this  Agreement  or any other
such documents and forever waives any such defense.  Furthermore, at the request
of any party,  a party  executing  and  delivering  this  Agreement  or any such
document by facsimile copy shall re-execute an original copy in replacement.

     12. Integration.  This Agreement contains a final and complete  integration
of all prior  expressions  by the parties  hereto with respect to the assignment
transactions contemplated hereto and shall constitute the entire agreement among
the parties hereto with respect to the subject matter  hereof,  superseding  all
prior oral or written understandings.

     13.  Amendments.  No amendment or waiver of any provision of this Agreement
nor consent to any departure  therefrom  shall in any event be effective  unless
the same shall be in writing  and signed by all  parties  hereto.  Any waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given.

     14.  Governing Law. This Agreement,  including the rights and duties of the
parties hereto, shall be governed by, and construed in accordance with, the laws
of the state of New York.

     15. Notices. Any notice or other communication herein required or permitted
to be given  shall  be in  writing  and may be  personally  served,  telecopied,
telexed or sent by courier  service or United States mail and shall be deemed to
be effective  pursuant to the terms of the Existing  Credit  Agreement.  For the
purposes  hereof,  the addresses of the parties hereto shall be as listed on the
signature pages hereto.

     16. Binding  Effect.  This Agreement shall be binding upon and inure to the
benefit of the parties and their  respective  successors  and assigns  provided,
however,  in the event that the Purchase Price has not been received by Agent as
required by Section 6(iv) hereof, this Agreement shall be null and void.

             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                       5

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their respective  officers  thereunto duly authorized as of the date
first above written.

                                ASSIGNOR, AGENT & LENDER:
                                ------------------------
                                BNP PARIBAS



                                By:/s/ Albert A. Young, Jr.
                                   Name: Albert A. Young, Jr.
                                   Title: Director

                                   Address for Notice:787 Seventh Avenue
                                                      New York, NY 10019
                                   Fax No.: (212) 841-3565


                                ASSIGNOR, & LENDER:
                                ------------------
                                PPM AMERICA, INC. (on behalf of JACKSON
                                NATIONAL LIFE INSURANCE CO.)



                                By:/s/ John Wadding
                                   Name: John Wadding
                                   Title: Managing Director

                                   Address for Notice: 225 W. Wacker Drive
                                                       Chicago, IL 60606
                                   Fax No.: (312) 634-0054


                                ASSIGNOR & LENDER:
                                -----------------
                                BOEING CAPITAL CORPORATION



                                By: /s/ J. D. Combs
                                   Name: J. D. Combs
                                   Title: Managing Director-Commercial Finance

                                   Address for Notice: 3780 Kilroy Airport Way
                                                       Long Beach, CA 90806
                                   Fax No.: (562) 997-3331


                                       6
<PAGE>

                                ASSIGNOR & LENDER:
                                -----------------
                                KEY CORPORATE CAPITAL INC.



                                By: /s/ Marvin S. Kodish
                                   Name: Marvin S. Kodish
                                   Title: Designated Signer

                                   Address for Notice: KeyBank National Assn.
                                                       127 Public Square
                                                       Cleveland, OH 44114
                                   Fax No.: (216) 689-8468


                                ASSIGNOR & LENDER:
                                -----------------
                                FIRST SOURCE FINANCIAL LLP



                                By: /s/ Edward A. Szarkowicz
                                   Name: Edward A. Szarkowicz
                                   Title: Senior Vice President and
                                          General Counsel

                                   Address for Notice: 2850 West Golf Road
                                                       Suite S
                                                       Rolling Meadows, IL 60008
                                   Fax No.: (847) 734-7910



                                ASSIGNOR & LENDER:
                                -----------------
                                CAROLINA FIRST BANK



                                By: /s/ Richard A. Rabb
                                   Name: Richard A. Rabb
                                   Title: Executive Vice President

                                   Address for Notice: 104 South Main Street
                                                       Greenville, SC  29601
                                   Fax No.: (864) 255-8991


                                       7
<PAGE>

                                ASSIGNOR & LENDER:
                                -----------------
                                PARIBAS CAPITAL FUNDING


                                By: /s/ M. S. Alexander
                                   Name:  M. S. Alexander
                                   Title: Director

                                   Address for Notice: 787 Seventh Avenue
                                                       32nd Floor
                                                       New York, NY 10019
                                   Fax No.: (212) 841-2144


                                ASSIGNOR & LENDER:
                                -----------------
                                FLEET NATIONAL BANK


                                By: /s/ Michael E. O'Neill
                                   Name: Michael E. O'Neill
                                   Title: Senior Vice President

                                   Address for Notice: MS MA 0E10006A
                                                       100 Federal Street
                                                       Boston, MA  02110
                                   Fax No.:  (617) 434-4775


                                ASSIGNOR & LENDER:
                                -----------------
                                ML CLO XIX STERLING (CAYMAN) LTD.



                                By:
                                   Name:
                                   Title:

                                   Address for Notice:


                                   Fax No.:


                                ASSIGNOR & LENDER:
                                -----------------
                                KZH STERLING LLC



                                By: /s/ Susan Lee
                                   Name:  Susan Lee
                                   Title: Authorized Agent

                                   Address for Notice: The Chase Manhattan Bank
                                                       140 East 45th Street
                                                       11th Floor
                                                       New York, NY  10017
                                   Fax No.:  (212) 622-0123



                                       8
<PAGE>

                                ASSIGNOR & LENDER:
                                -----------------
                                ARES LEVERAGED INVESTMENT FUND, L.P.



                                By: /s/ Jeff Serota
                                   Name:  Jeff Serota
                                   Title: Vice President

                                   Address for Notice: 1999 Avenue of Stars
                                                       Suite 1900
                                                       Los Angeles, CA 90067
                                   Fax No.: (310) 201-4157


                                ASSIGNOR & LENDER:
                                -----------------
                                CONTINENTAL CASUALTY COMPANY


                                By: /a/ Marilou R. McGirr
                                   Name: Marilou R. McGirr
                                   Title: Vice President

                                   Address for Notice: CNA Plaza, 23 South
                                                       Chicago, IL 60685
                                   Fax No.: (312) 817-1680


                                ASSIGNOR & LENDER:
                                -----------------
                                THE JAY GOLDMAN MASTER L.P.


                                By: /s/ Jay E. Goldman
                                   Name: Jay E. Goldman
                                   Title: General partner

                                   Address for Notice: 745 5th Avenue Ste. 1103
                                                       New York, NY  10151
                                   Fax No.:  (212) 376-6021


                                       9
<PAGE>

                                ASSIGNOR & LENDER:
                                -----------------
                                THE RAVICH CHILDREN PERMANENT TRUST


                                By:/s/  Keenan Wolens
                                   Name: Keenan Wolens
                                   Title: Trustee

                                   Address for Notice: 11766 Wilshire Blvd.
                                                       # 870
                                                       Los Angeles, CA  90025
                                   Fax No.:  (310) 312-5666


                                ASSIGNOR & LENDER:
                                -----------------
                                THE RAVICH REVOCABLE TRUST OF 1989


                                By:/s/  Jess M. Ravich
                                   Name:  Jess M. Ravich
                                   Title: Trustee

                                   Address for Notice: 11766 Wilshire Blvd.
                                                       #870
                                                       Los Angeles, CA 90025
                                   Fax No.:  (310) 312-5666


                                ASSIGNOR & LENDER:
                                -----------------
                                ARES LEVERAGED INVESTMENT FUND II, L.P.


                                By: /s/ Jeff Serota
                                   Name:  Jeff Serota
                                   Title: Vice President

                                   Address for Notice:  1999 Avenue of Stars
                                                        Suite 1900
                                                        Los Angeles, CA 90067
                                   Fax No.: (310) 201-4157


                                       10
<PAGE>

                                ASSIGNOR & LENDER:
                                -----------------
                                VALUE PARTNERS, L.P.


                                By: /s/ Timothy G.Ewing
                                   Name: Timothy G. Ewing
                                   Title:Managing Partner

                                   Address for Notice: Ewing & Partners
                                                       4514 Cole Avenue
                                                       Suite 808
                                                       Dallas TX  75230
                                   Fax No.: (214) 522-2176


                                ASSIGNOR & LENDER:
                                -----------------
                                THE PROGRESSIVE/WINDIGO FUNDS, LLC


                                By: /s/ Lynn P. Young
                                   Name: Lynn P. Young
                                   Title: Managing Member

                                   Address for Notice:  168 Water Street
                                                        Stonington, CT  06378
                                   Fax No.: (718) 875-7375


                                ASSIGNOR & LENDER:
                                -----------------
                                U.S. BANCORP INVESTMENTS, INC.


                                By: /s/ Jess M. Ravich
                                   Name: Jess M. Ravich
                                   Title: Chairman and CEO

                                   Address for Notice: 11766 Wilshire Blvd.
                                                       # 870
                                                       Los Angeles, CA  90025
                                   Fax No.:  (310) 312-5666


                                       11
<PAGE>

                                ASSIGNEE:

                                MOVIE GALLERY, INC.


                                By:  /s/ S. Page Todd
                                   Name: S. Page Todd
                                   Title: An Authorized Representative

                                   Address for Notice: 900 West Main Street
                                                       Dothan, AL  36301
                                   Fax No.: (334) 702-0509





                                       12
<PAGE>





                                   SCHEDULE I

                                List of Documents

     1. Credit Agreement among Video Update,  Inc. ("VUI"),  the various lending
institutions  (VUI  and  the  various  lending  institutions  being  hereinafter
referred to as the "Banks") and Banque Paribas, as Agent ("Agent"),  dated as of
March 6, 1998.  Terms not defined  herein shall have the  meanings  provided for
under the Credit Agreement.

         Credit Agreement Amendments:


         (a) First Amendment and Waiver dated as of May 15, 1998

         (b) Second Amendment and Waiver dated as of August 7, 1998

         (c) Third Amendment dated as of November 16, 1998

         (d) Fourth Amendment dated as of January 21, 1999

         (e) Fifth Amendment and Waiver dated as of March 10, 1999

         (f) Sixth Amendment and Waiver dated as of April 28, 1999

         (g) Seventh Amendment and Waiver dated as of May 28, 1999

     2. A Term Note dated March [6],  1998,  executed by VUI in favor of each of
the  following  Banks making an A Term Loan  Commitment in the amounts set forth
below:

                                [To be provided]

     3. B Term Note dated March [6],  1998,  executed by VUI in favor of each of
the  following  Banks making a B Term Loan  Commitment  in the amounts set forth
below:

                                [To be provided]

     4. C Term Note dated May [28],  1999,  executed  by VUI in favor of each of
the  following  Banks making a C Term Loan  Commitment  in the amounts set forth
below:

                                [To be provided]

     5. Capital Expenditure Note dated March [6], 1998, executed by VUI in favor
of each of the following Banks making a Capital  Expenditure  Loan Commitment in
the amounts set forth below:

                                [To be provided]

     6. Revolving  Note dated March [6], 1998,  executed by VUI in favor of each
of the  following  Banks making a Revolving  Loan  Commitment in the amounts set
forth below:

                                [To be provided]

                                       13
<PAGE>

     7. Swingline Note dated March [6], 1998,  executed by VUI in favor of Agent
in the amounts set forth below:

                                [To be provided]

     8. U.S. Pledge  Agreement dated as of March 6, 1998, among each U.S. Credit
Party and Agent

     9. Securities Pledge Agreement  (Canadian) dated March 6, 1998, in favor of
Agent, executed by the following:

         (a) Video Update Canada Inc. ("VUC")

         (b) 24 Hour Entertainment Group Inc.

     10. U.S. Security Agreement dated as of March 6, 1998, among VUI, each U.S.
Credit Party and Agent

     11. Security Agreements  (Canadian) dated March 6, 1998, in favor of Agent,
executed by each of the following:

         (a) VUC

         (b) 1137239 Ontario Ltd.

         (c) 24 Hour Entertainment Leasing Ltd.

         (d) 24 Hour Entertainment Group Ltd.

     12.  Subsidiaries  Guaranty  dated  as of March 6,  1998,  executed  by the
Subsidiaries of VUI

     13.  Copies of search  results  for UCC-1  Financing  Statements  (see file
labeled Exhibit "A" attached)

     14. Copies of search  results for PPSA Liens (see file labeled  Exhibit "B"
attached)

     15.  Assignment of Security  Interest in U.S.  Trademarks and Patents dated
_________ in favor of Agent by VUI, Moovies, Inc. and Moovies of Iowa, Inc.


                                       14

<PAGE>
                                  SCHEDULE II

                          List of Additional Assignees

Movie Gallery No. 1 LLC
Movie Gallery No. 2 LLC
Movie Gallery No. 3 LLC
Movie Gallery No. 4 LLC
Movie Gallery No. 5 LLC
Movie Gallery No. 6 LLC
Movie Gallery No. 7 LLC
Movie Gallery No. 8 LLC
Movie Gallery No. 9 LLC
Movie Gallery No. 10 LLC