EXHIBIT B

                       2000 NONQUALIFIED STOCK OPTION PLAN
                                       OF
                                 VDI MULTIMEDIA


1.       PURPOSES OF THE PLAN
         --------------------

         The purpose of the 2000 Nonqualified  Stock Option Plan ("Plan") of VDI
MultiMedia,  a  California  corporation  (the  "Company"),  is solely to attract
people who have not previously been employed by the Company through the granting
of options to them as a  substantial  inducement  to join the  Company.  Options
granted under this Plan  ("Options")  may only be  "nonqualified  stock options"
("NQOs").

2.       ELIGIBLE PERSONS
         ----------------

         Every person who at the date of an agreement to become  employed by the
Company,  or at the date to  grant  of an  Option,  is not yet  employed  by the
Company or any  Affiliate  (as  defined  below) of the  Company is  eligible  to
receive  NQOs  under  this  Plan.  Every  person  who at the  date of grant is a
consultant  or adviser  to, or  non-employee  director  of,  the  Company or any
Affiliate  (as defined  below) of the Company is eligible to receive  NQOs under
this  Plan.  The  term  "Affiliate"  as used  in this  Plan  means a  parent  or
subsidiary  corporation  as  defined  in the  applicable  provisions  (currently
Sections 424(e) and (f),  respectively) of the Internal Revenue Code of 1986, as
amended (the "Code").

3.       STOCK SUBJECT TO THIS PLAN; MAXIMUM NUMBER OF GRANTS
         ----------------------------------------------------

         Subject  to the  provisions  of Section  6.1.1 of this Plan,  the total
number of shares of stock which may be issued under Options granted  pursuant to
this Plan shall not exceed  2,000,000 shares of Common Stock. The shares covered
by the  portion of any grant  under this Plan which  expires,  terminates  or is
cancelled  unexercised  shall become available again for grants under this Plan.
Where  the  exercise  price of an  Option  is paid by  means  of the  optionee's
surrender  of  previously   owned  shares  of  Common  Stock  or  the  Company's
withholding  of  shares  otherwise  issuable  upon  exercise  of the  Option  as
permitted  herein,  only the net  number  of  shares  issued  and  which  remain
outstanding  in connection  with such exercise  shall be deemed  "issued" and no
longer available for issuance under this Plan.

4.       ADMINISTRATION
         --------------

         (a) This Plan shall be  administered  by the Board of  Directors of the
Company  (the   "Board")  or  by  a  committee   (the   "Committee")   to  which
administration  of this Plan, or of part of this Plan, is delegated by the Board
(in either  case,  the  "Administrator").  The Board  shall  appoint  and remove
members of the Committee in its discretion in accordance with  applicable  laws.
If  necessary in order to comply with Rule 16b-3 under the  Securities  Exchange
Act of 1934, as amended (the "Exchange Act"), or Section 162(m) of the Code, the
Committee shall, in the Board's discretion, be comprised solely of "non-employee
directors"  within the meaning of said Rule 16b-3 or "outside  directors" within
the meaning of Section  162(m) of the Code. The foregoing  notwithstanding,  the
Administrator  may  delegate  nondiscretionary  administrative  duties  to  such
employees  of the  Company as it deems  proper and the  Board,  in its  absolute
discretion,  may at any time and from time to time  exercise  any and all rights
and duties of the Administrator under this Plan.

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         (b) Subject to the other  provisions  of this Plan,  the  Administrator
shall have the  authority,  in its  discretion:  (i) to grant  Options;  (ii) to
determine the fair market value of the Common Stock subject to Options; (iii) to
determine the exercise price of Options  granted;  (iv) to determine the persons
to whom,  and the time or times at  which,  Options  shall be  granted,  and the
number of shares subject to each Option; (v) to construe and interpret the terms
and provisions of this Plan and of any option  agreement and all Options granted
under this Plan;  (vi) to prescribe,  amend,  and rescind rules and  regulations
relating  to this Plan;  (vii) to  determine  the terms and  provisions  of each
Option granted (which need not be identical),  including but not limited to, the
time or times at which Options shall be exercisable;  (viii) with the consent of
the optionee,  to modify or amend any Option;  (ix) to reduce the exercise price
of any Option; (x) to accelerate or defer (with the consent of the optionee) the
exercise  date of any Option;  (xi) to authorize any person to execute on behalf
of the Company any instrument  evidencing  the grant of an Option;  and (xii) to
make  all  other   determinations   deemed   necessary  or  advisable   for  the
administration of this Plan or any option agreement or Option. The Administrator
may delegate  nondiscretionary  administrative  duties to such  employees of the
Company as it deems proper.

         (c) All questions of interpretation, implementation, and application of
this  Plan  or any  option  agreement  or  Option  shall  be  determined  by the
Administrator, which determination shall be final and binding on all persons.

5.       GRANTING OF OPTIONS; OPTION AGREEMENT
         -------------------------------------

         (a) No Options shall be granted under this Plan after 10 years from the
date of adoption of this Plan by the Board.

         (b) Each Option shall be evidenced by a written stock option agreement,
in form  satisfactory  to the  Administrator,  executed  by the  Company and the
person to whom such  Option is granted.  In the event of a conflict  between the
terms or conditions of an option  agreement and the terms and conditions of this
Plan, the terms and conditions of this Plan shall govern.

6.       TERMS AND CONDITIONS OF OPTIONS
         -------------------------------

         Each Option  granted  under this Plan shall be subject to the terms and
conditions set forth in Section 6.1.

         6.1 TERMS AND CONDITIONS TO WHICH ALL OPTIONS ARE SUBJECT.  All Options
granted under this Plan shall be subject to the following terms and conditions:

         6.1.1 CHANGES IN CAPITAL  STRUCTURE.  Subject to Section 6.1.2,  if the
stock of the Company is changed by reason of a stock split, reverse stock split,
stock dividend,  recapitalization,  combination or  reclassification,  or if the
Company effects a spin-off of the Company's subsidiary,  appropriate adjustments
shall be made by the  Administrator,  in its sole discretion,  in (a) the number
and class of shares of stock  subject to this Plan and each  Option  outstanding
under  this  Plan,  and (b) the  exercise  price  of  each  outstanding  Option;
provided,  however,  that the Company shall not be required to issue  fractional
shares as a result of any such adjustments.

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         6.1.2 CORPORATE TRANSACTIONS. Except as otherwise provided in the stock
option  agreement,  in the event of a Corporate  Transaction (as defined below),
the  Administrator  shall notify each optionee at least 30 days prior thereto or
as soon as may be  practicable.  To the extent  not  previously  exercised,  all
Options shall terminate  immediately prior to the consummation of such Corporate
Transaction   unless  the  Administrator   determines   otherwise  in  its  sole
discretion;  provided, however, that the Administrator,  in its sole discretion,
may (i) permit exercise of any Options prior to their termination,  even if such
Options would not  otherwise  have been  exercisable,  and (ii) provide that all
outstanding  Options shall be assumed or an equivalent option  substituted by an
applicable successor  corporation or any Affiliate of the successor  corporation
in the event of a  Corporate  Transaction.  A  "Corporate  Transaction"  means a
liquidation  or  dissolution of the Company,  a merger or  consolidation  of the
Company  with  or  into  another  corporation  or  entity,  a  sale  of  all  or
substantially  all  of the  assets  of  the  Company,  or a  purchase  or  other
acquisition  of more than 50 percent  of the  outstanding  capital  stock of the
Company  in a single  transaction  or a series of  related  transactions  by one
person or more than one person acting in concert.

         6.1.3. TIME OF OPTION EXERCISE. Subject to Section 5, an Option granted
under this Plan shall be exercisable (a) immediately as of the effective date of
the stock option  agreement  granting the Option,  or (b) in  accordance  with a
schedule  or  performance  criteria  as may be  set  by  the  Administrator  and
specified in the written stock option agreement  relating to such Option. In any
case, no Option shall be exercisable  until a written stock option  agreement in
form satisfactory to the Company is executed by the Company and the optionee.

         6.1.4 OPTION GRANT DATE. The date of grant of an Option under this Plan
shall be the effective date of the stock option agreement granting the Option.

         6.1.5  NONTRANSFERABILITY  OF OPTION  RIGHTS.  Except  with the express
written  approval of the  Administrator  which  approval  the  Administrator  is
authorized to give only with respect to NQOs, no Option  granted under this Plan
shall be assignable or otherwise  transferable by the optionee except by will or
by the laws of descent and  distribution.  During the life of the  optionee,  an
Option shall be exercisable only by the optionee.

         6.1.6  PAYMENT.  Except as provided  below,  payment in full,  in cash,
shall be made for all stock  purchased at the time written notice of exercise of
an Option is given to the Company,  and proceeds of any payment shall constitute
general funds of the Company. The Administrator, in the exercise of its absolute
discretion after considering any tax, accounting and financial consequences, may
authorize any one or more of the following additional methods of payment:

               (a) Acceptance of the optionee's  full recourse  promissory  note
for all or part of the Option  price,  payable on such  terms and  bearing  such
interest rate as determined by the Administrator  (but in no event less than the
minimum  interest rate specified under the Code at which no additional  interest
or original  issue  discount  would be imputed),  which  promissory  note may be
either  secured or unsecured in such manner as the  Administrator  shall approve
(including,  without  limitation,  by a security  interest  in the shares of the
Company);

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               (b) Subject to the discretion of the  Administrator and the terms
of the stock option agreement  granting the Option,  delivery by the optionee of
shares of Common  Stock  already  owned by the  optionee  for all or part of the
Option price, provided the fair market value (determined as set forth in Section
6.1.9) of such  shares of Common  Stock is equal on the date of  exercise to the
Option  price,  or such portion  thereof as the optionee is authorized to pay by
delivery of such stock;

               (c) Subject to the discretion of the  Administrator,  through the
surrender of shares of Common Stock then  issuable  upon exercise of the Option,
provided the fair market  value  (determined  as set forth in Section  6.1.9) of
such  shares  of Common  Stock is equal on the date of  exercise  to the  Option
price, or such portion thereof as the optionee is authorized to pay by surrender
of such stock; and

               (d) By means of so-called  cashless  exercises as permitted under
applicable  rules and regulations of the Securities and Exchange  Commission and
the Federal Reserve Board.

         6.1.7  WITHHOLDING AND EMPLOYMENT TAXES. At the time of exercise and as
a  condition  thereto,  or at such other  time as the amount of such  obligation
becomes  determinable,  the  optionee  shall  remit to the  Company  in cash all
applicable  federal and state  withholding and employment taxes. Such obligation
to remit  may be  satisfied,  if  authorized  by the  Administrator  in its sole
discretion, after considering any tax, accounting and financial consequences, by
the optionee's (i) delivery of a promissory  note in the required amount on such
terms as the  Administrator  deems  appropriate,  (ii)  tendering to the Company
previously  owned shares of Common Stock or other securities of the Company with
a fair market  value equal to the  required  amount,  or (iii)  agreeing to have
shares of Common Stock (with a fair market  value equal to the required  amount)
which are acquired upon exercise of the Option withheld by the Company.

         6.1.8 OTHER PROVISIONS. Each Option granted under this Plan may contain
such other terms, provisions,  and conditions not inconsistent with this Plan as
may be determined by the Administrator  notwithstanding anything to the contrary
in this Plan or any agreement signed in connection with this Plan.

         6.1.9  DETERMINATION  OF VALUE.  For  purposes  of this Plan,  the fair
market  value of  Common  Stock  or other  securities  of the  Company  shall be
determined as follows:

               (a) If the  stock  of  the  Company  is  listed  on a  securities
exchange or is regularly quoted by a recognized  securities  dealer, and selling
prices are  reported,  its fair market value shall be the closing  price of such
stock on the date the value is to be  determined,  but if selling prices are not
reported,  its fair market  value shall be the mean between the high bid and low
asked  prices  for such stock on the date the value is to be  determined  (or if
there are no quoted  prices for the date of grant,  then for the last  preceding
business day on which there were quoted prices).

               (b) In the absence of an  established  market for the stock,  the
fair  market  value   thereof   shall  be   determined  in  good  faith  by  the
Administrator,  with reference to the Company's net worth,  prospective  earning
power,  dividend-paying  capacity,  and other  relevant  factors,  including the
goodwill of the Company,  the economic  outlook in the Company's  industry,  the
Company's position in the industry, the Company's management,  and the values of
stock of other corporations in the same or a similar line of business.

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         6.1.10 OPTION TERM. No Option shall be  exercisable  more than 10 years
after the date of grant,  or such  lesser  period of time as is set forth in the
stock option  agreement  (the end of the maximum  exercise  period stated in the
stock option agreement is referred to in this Plan as the "Expiration Date").

         6.1.11  EXERCISE  FOR  RESTRICTED  STOCK.  At  the  discretion  of  the
Administrator,  an option  granted  under  this plan may be  exercised  prior to
vesting in exchange for stock bearing the same forfeiture and nontransferability
restrictions  (the  "Restrictions")  as  the  unvested  portion  of  the  option
exercised (the "Restricted Stock") or such other or additional  restrictions and
conditions as the  Administrator  shall  prescribe.  The Restricted  Stock shall
vest, and the  Restrictions  shall lapse,  upon the same terms and conditions as
the exercised  options.  The  Restricted  Stock shall bear a legend  stating the
Restrictions;  and when, and under what  circumstances,  the Restrictions  shall
lapse, and the stock shall vest.

         6.2 TERMS AND CONDITIONS TO WHICH OPTIONS ARE SUBJECT.  Options granted
under this Plan, which are designated as NQOs, shall be subject to the following
terms and conditions:

         6.2.1.EXERCISE PRICE.

               (a) The exercise  price of an NQO shall be the amount  determined
by the Administrator as specified in the option agreement.

               (b)  To  the  extent  required  by  applicable  laws,  rules  and
regulations,  the  exercise  price of an NQO  granted  to any  person  who owns,
directly or by attribution  under the Code  (currently  Section  424(d)),  stock
possessing  more than ten  percent  of the total  combined  voting  power of all
classes  of  stock  of  the  Company  or  of  any   Affiliate  (a  "Ten  Percent
Stockholder")  shall in no  event be less  than  110% of the fair  market  value
(determined in accordance with Section 6.1.9) of the stock covered by the Option
at the time the Option is granted.

         6.2.2  TERMINATION OF EMPLOYMENT.  Except as otherwise  provided in the
stock option  agreement,  if for any reason an optionee ceases to be employed by
the Company or any of its Affiliates,  Options that are NQOs held at the date of
termination  (to the extent then  exercisable)  may be  exercised in whole or in
part at any time within 90 days of the date of such termination (but in no event
after the Expiration  Date).  For purposes of this Section  6.2.2,  "employment"
includes  service as a director,  consultant  or adviser.  For  purposes of this
Section  6.2.2,  an  optionee's  employment  shall not be deemed to terminate by
reason of the  optionee's  transfer  from the Company to an  Affiliate,  or vice
versa, or sick leave,  military leave or other leave of absence  approved by the
Administrator,  if the  period of any such  leave does not exceed 90 days or, if
longer,  if the optionee's right to reemployment by the Company or any Affiliate
is guaranteed either contractually or by statute.

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<PAGE>

7.       MANNER OF EXERCISE
         ------------------

         (a) An optionee wishing to exercise an Option shall give written notice
to the  Company at its  principal  executive  office,  to the  attention  of the
officer of the Company designated by the  Administrator,  accompanied by payment
of the exercise  price and  withholding  taxes as provided in Sections 6.1.6 and
6.1.7.  The date the Company  receives  written notice of an exercise  hereunder
accompanied by payment of the exercise price will be considered as the date such
Option was exercised.

         (b) Promptly  after receipt of written  notice of exercise of an Option
and the payments  called for by Section 7(a), the Company  shall,  without stock
issue or transfer taxes to the optionee or other person entitled to exercise the
Option,  deliver  to  the  optionee  or  such  other  person  a  certificate  or
certificates  for the  requisite  number  of shares of  stock.  An  optionee  or
permitted  transferee  of  the  Option  shall  not  have  any  privileges  as  a
stockholder  with respect to any shares of stock covered by the Option until the
date of issuance  (as  evidenced  by the  appropriate  entry on the books of the
Company or a duly authorized transfer agent) of such shares.

8.       EMPLOYMENT OR CONSULTING RELATIONSHIP
         -------------------------------------

         Nothing in this Plan or any Option granted  hereunder  shall  interfere
with or limit in any way the right of the Company or of any of its Affiliates to
terminate any  optionee's  employment,  consulting or advising at any time,  nor
confer upon any  optionee  any right to continue in the employ of, or consult or
advise with, the Company or any of its Affiliates.

9.       CONDITIONS UPON ISSUANCE OF SHARES
         ----------------------------------

         9.1 SECURITIES ACT. Shares of Common Stock shall not be issued pursuant
to the exercise of an Option unless the exercise of such Option and the issuance
and  delivery of such shares  pursuant  thereto  shall  comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended (the "Securities Act").

         9.2  NON-COMPETE  AGREEMENT.  As a further  condition to the receipt of
Common Stock pursuant to the exercise of an Option,  an optionee may be required
not to render services for any organization, or engage directly or indirectly in
any business, competitive with the Company at any time during which an Option is
outstanding  to such Optionee and for six months after any exercise of an Option
or the receipt of Common Stock pursuant to the exercise of an Option. Failure to
comply with this condition  shall cause such Option and the exercise or issuance
of shares  thereunder  to be  rescinded  and the  benefit  of such  exercise  or
issuance to be repaid to the Company.

10.      NONEXCLUSIVITY OF THIS PLAN
         ---------------------------

         The  adoption  of this Plan  shall not be  construed  as  creating  any
limitations  on  the  power  of  the  Company  to  adopt  such  other  incentive
arrangements  as it may  deem  desirable,  including,  without  limitation,  the
granting of stock options other than under this Plan.

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<PAGE>

11.      MARKET STANDOFF
         ---------------

         Each optionee,  if so requested by the Company or any representative of
the  underwriters  in connection  with any  registration  of the offering of any
securities of the Company under the Securities  Act, shall not sell or otherwise
transfer any shares of Common Stock acquired upon exercise of Options during the
180-day period  following the effective date of a registration  statement of the
Company filed under the Securities Act; provided, however, that such restriction
shall apply only to the first  registration  statement  of the Company to become
effective under the Securities Act after the date of adoption of this Plan which
includes  securities  to be sold on behalf of the  Company  to the  public in an
underwritten  public  offering under the Securities  Act. The Company may impose
stop-transfer  instructions with respect to securities  subject to the foregoing
restriction until the end of such 180-day period.

12.      AMENDMENTS TO PLAN
         ------------------

         The Board may at any time amend,  alter,  suspend or  discontinue  this
Plan. Without the consent of an optionee, no amendment,  alteration,  suspension
or  discontinuance  may adversely affect  outstanding  Options except to conform
this Plan and NQOs  granted  under this Plan to the  requirements  of federal or
other tax laws relating to stock options. No amendment,  alteration,  suspension
or discontinuance  shall require stockholder approval unless the Board otherwise
concludes that stockholder approval is advisable.

13.      EFFECTIVE DATE OF PLAN; TERMINATION
         -----------------------------------

         This Plan shall become  effective  upon adoption by the Board.  Options
may be  granted  and  exercised  under  this  Plan  only  after  there  has been
compliance with all applicable federal and state securities laws. This Plan (but
not Options previously granted under this Plan) shall terminate within ten years
from the date of its adoption by the Board.  Such  termination  shall not affect
any outstanding Options.


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