EXHIBIT 1

Loan
No.:1910251

MASTER SECURITY AGREEMENT

This
Master Security Agreement (this "Agreement") is entered into as of the 22nd day of June   ,2001 amongTodd-AO Studios
West, a California corporation, andTodd-AO Studios East, Inc.,a New York corporation, whose business
address is 520 Broadway, Santa Monica, CA 90401, Telecopy No. 310-434-7007 (collectively "Borrower"), and Heller Financial Leasing, Inc., a Delaware corporation,
whose address is 500 West Monroe Street, Chicago, Illinois 60661 Telecopy No. 312-441-6915 ("Lender"). Capitalized terms used in this Agreement and not otherwise defined
shall have the meanings set forth in Section 14 of this Agreement.

1.Secure Payment. To secure payment of all Indebtedness, Borrower hereby grants and conveys to Lender a continuing
lien and security interest in the Collateral,provided,however, if Lender assigns any Notes, then, the
term "Indebtedness" as used herein with respect to any assignee shall mean only the indebtedness evidenced by or related to Notes held by the assignee, and the term Collateral as used herein with
respect to such assignee shall mean only the Collateral described on the Schedules that specifically refer to the Notes held by such assignee. Each advance of principal under a Note shall be on and
subject to the terms and conditions set forth in the Loan Documents, including those conditions set forth in any Conditions Rider relating to the Note.

2.Representations, Warranties and Covenants. Borrower represents, warrants and covenants to Lender that the following
statements are true, correct and complete and, unless specifically limited, shall remain so until payment in full of all Indebtedness:



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3.Prepayment. Borrower maynotprepay the Indebtedness, whether in
whole or in part, at any time during the term of this Agreement except as set forth in the Notes.

4.Events of Default. Each of the following events shall constitute an Event of Default: (a) Borrower fails to
pay any part of the Indebtedness within five calendar days of its due date and such failure is not cured within three days after Lender's written or oral notice thereof to Borrower, (b) any
warranty or representation of Borrower in any Loan Document is materially untrue, misleading or inaccurate at the time it is made, (c) Borrower or any Corporate Guarantor breaches or defaults
in the performance of any other agreement or covenant set forth in Section 2(b), (c) or (d) of this Agreement, (d) Borrower or any Corporate Guarantor breaches or defaults
in the performance of any other agreement or covenant under any Loan Document not otherwise covered under this Section 4 and such breach or default is not cured to Lender's satisfaction within
thirty (30) days of Lender's

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notice thereof to Borrower, (e) Borrower or any Corporate Guarantor breaches or defaults in the payment or performance of any debt or other obligation owed by it to Lender or any affiliate of
Lender, and Lender has (without being obligated to do so), declared such event, an Event of Default hereunder, (f) Borrower or any Corporate Guarantor breaches or defaults in the payment or
performance of any debt or other obligation under that certain CREDIT AGREEMENT, dated as of December 22, 2000, among Borrower, the several banks and other financial institutions from time to
time parties thereto, BANK OF AMERICA, N.A., as issuer of certain letters of credit and as swingline lender thereunder, BANC OF AMERICA SECURITIES LLC, as lead arranger and book manager, BANK OF
AMERICA, N.A., as administrative agent for the lenders thereunder, SALOMON SMITH BARNEY INC., as syndication agent for the lenders thereunder and THE BANK OF NEW YORK COMPANY, INC., as
documentation agent for the lenders thereunder, as the same may be amended, modified, supplemented, restated or otherwise changed from time to time, or any agreement related to that Credit Agreement
or any replacement of any of the foregoing, and the debt or other obligations thereunder is/are subsequently accelerated, (g) one or more judgments or decrees shall be entered against Borrower
or any Corporate Guarantor involving in the aggregate a liability (to the extent not covered by third-party insurance as to which the insurer has acknowledged coverage) of $7,500,000 or more and such
judgment or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof, (h) the appointment of a receiver for all or any part
of the property of Borrower or any Corporate Guarantor, or any assignment for the benefit of creditors by Borrower or any Corporate Guarantor, (i) the filing of a petition by Borrower or any
Corporate
Guarantor under any bankruptcy, insolvency or similar law, or the filing of any such petition against Borrower or any Corporate Guarantor if the same is not dismissed within 45 days of such
filing, (j)) there shall be a change in the beneficial ownership and control, directly or indirectly, by Liberty Livewire Corporation, of the majority of the outstanding voting securities or other
interests entitled to elect or appoint members of the board of directors or other managing body of Borrower (a "change of control")(any inter-company transfer, directly or indirectly by Liberty
Livewire Corporation, of the voting securities of Borrower shall not be deemed a violation of this provision), or there is any merger, consolidation, dissolution, liquidation, winding up or sale or
other transfer of all or substantially all of the assets of Borrower pursuant to which there is a change of control or cessation of Borrower or the business thereof or (k) any event shall occur
which creates a Material Adverse Effect

5.Remedies. Upon the occurrence of an Event of Default, in addition to all rights and remedies of a Lender under the
UCC and under any other applicable law, Lender may, at its option, at any time (a) declare the Indebtedness to be immediately due and payable without notice to Borrower or any Corporate
Guarantor; (b) without demand or legal process, enter any premises where the Collateral may be and take possession and/or remove the Collateral all without charge to or liability on the part of
Lender, (c) require Borrower to assemble the Collateral, crate, pack, ship, and deliver the Collateral to Lender in such manner and at such place as Lender may require, all at Borrower's sole
cost and expense, (d) render the Collateral unusable at the Borrower's premises and dispose of such Collateral on such premises without liability for rent or costs (e) sell the
Collateral at public or private sales, in whole or in part, and have the right to bid and purchase at said sale, and/or (f) lease or otherwise dispose of all or part of the Collateral, applying
proceeds therefrom to the Indebtedness. Any notice which Lender is required to give to Borrower under any Applicable Law of the time and place of any public sale or the time after which any private
sale or other intended disposition of the Collateral is to be made shall be deemed to constitute reasonable notice if such notice given to the last known address of Borrower at least ten business days
prior to such action. Borrower shall remain fully liable for any deficiency, with interest thereon at the applicable rate set forth in the related Notes.

6.Cumulative Remedies. Lender's remedies hereunder or otherwise are cumulative, are in addition to any other remedies
provided for by law or in equity and may, to the extent permitted by law, be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy or
to preclude the exercise of any other remedy. No failure on the part of

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Lender to exercise, and no delay in exercising any right or remedy, shall operate as a waiver thereof or in any way modify or be deemed to modify the terms of this Agreement or the other Loan
Documents or the Indebtedness, nor shall any single or partial exercise by Lender of any right or remedy preclude any other or further exercise of the same or any other right or remedy. Lender shall
not be under any obligation to marshal any assets in favor of Borrower, any Corporate Guarantor or any other person or against or in payment of any or all of the Indebtedness. If Borrower shall fail
to comply with any provision of any of the Loan Documents, Lender shall have the right, but shall not be obligated, to take action to address such non-compliance, in whole or in part, and
all expenses and obligations incurred or assumed by Lender together with interest thereon at the applicable rate shall be added to the Indebtedness and paid by Borrower upon demand.

7.Assignment. Lender may transfer or assign all or any part of the Indebtedness and the Loan Documents without
releasing Borrower or the Collateral, and upon such transfer or assignment the assignee or holder shall be entitled to all the rights, powers, privileges and remedies of Lender to the extent assigned
or transferred. The obligations of Borrower shall not be subject, as against any such assignee or assignee, to any defense, set-off, or counter-claim available to Borrower against Lender
and any such defense, set-off, or counter-claim may be asserted only against Lender.

8.Governing Law. THE LOAN DOCUMENTS SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

9.Consent to Jurisdiction. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN
THE COUNTY OF COOK, STATE OF ILLINOIS, AND IRREVOCABLY AGREES THAT, SUBJECT TO LENDER'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH
COURTS. BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON BORROWER BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO BORROWER, AT THE ADDRESS SET FORTH IN THIS
AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

10.Further Assurance; Notice. Borrower shall, at its expense, execute, and deliver such documents and do such further
acts as Lender may from time to time reasonably require to assure and confirm the rights created or intended to be created under the Loan Documents to facilitate the performance of the Loan Documents
or to assure the validity, perfection, continuing first priority or enforceability of any security interest created hereunder. Borrower agrees to execute any instrument or instruments necessary or
expedient for filing, recording, registering, perfecting, notifying, foreclosing, and/or liquidating of Lender's interest in the Collateral upon request of, and as determined by, Lender, and Borrower
hereby specifically authorizes Lender to prepare and file UCC financing statements and other documents necessary to perfect Lender's interests hereunder, and to execute same for and on behalf of
Borrower as Borrower's attorney-in-fact, irrevocably and coupled with an interest, for such purposes. Any written notice to be given under this Agreement shall be in writing
addressed to the respective party as set forth in the heading to this Agreement (or such other address as may have been designated in a written notice) and shall be deemed to have been given:
(a) if delivered in person, when delivered; (b) if delivered by telecopy, on the date of transmission if transmitted on a business day before 4:00 p.m. Pacific Standard time or,
if not, on the next succeeding business day; (c) if delivered by overnight courier, two days after delivery to such courier properly addressed; or (d) if by U.S. Mail, four business days
after depositing in the United States mail, with postage prepaid and properly addressed.

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11.Joint and Several Obligation. If this Agreement is executed by more than one person as Borrower, each such person
hereby acknowledges it is jointly and severally liable for and unconditionally guarantees the prompt and full payment and performance of all obligations of each other Borrower hereunder and under the
other Loan Documents.

12.Waiver of Jury Trial. BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF THE LOAN DOCUMENTS. BORROWER AND LENDER ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE
WAIVER IN ENTERING INTO THE LOAN DOCUMENTS AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER AND LENDER WARRANT AND REPRESENT THAT EACH HAS HAD THE
OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

13.Entire Agreement. THE LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ALL PRIOR
COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERTAKINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE SUBJECT MATTER HEREOF, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THIS AGREEMENT MAY NOT BE AMENDED OR MODIFIED EXCEPT BY INSTRUMENT IN WRITING EXECUTED BY ALL PARTIES HERETO.

14.Certain Defined Terms. The following terms used in this Agreement shall have the following meanings:

"Applicable Laws"means any and all existing and future laws, rules, regulations, ordinances, decrees and codes relating to Borrower's
business and operations including, without limitation, all present and future federal, state, and local laws, rules, regulations, orders, and decrees relating to pollution, hazardous substances, waste
disposal or the protection of human health or safety, plant life or animal life, national resources or the environment, all as amended from time to time.

"Collateral"means the property described on each Schedule, together with all non-separable attachments, accessories,
substitutions, non-separable additions, and replacements therefor and all proceeds thereof, including insurance proceeds, and any and all accounts, chattel paper, contract rights and
general intangibles arising from the sale, lease or other disposition thereof.

"Corporate Guarantor"means any guarantor of all or any part of the Indebtedness.

"GAAP"means generally accepted accounting principles, applied consistently with past periods.

"Indebtedness"means all obligations, liabilities and indebtedness of every nature of Borrower from time to time owed to Lender
evidenced by the Notes or otherwise incurred pursuant to this Agreement or the other Loan Documents, now existing or hereafter arising including, without limitation, all interest, fees, cost and
expenses accrued or incurred after the filing of any petition under any bankruptcy or insolvency law.

"Lien or Liens"means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, whether voluntary or
involuntary, (including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest).

"Litigation"means any and all actions, charges, claims, demands, suits, proceedings, or governmental investigations now pending or
threatened against Borrower or any of Borrower's property.

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"Loan Documents"means this Agreement, the Schedules, the Notes, the Conditions Rider, if any, and any other documents and instruments
executed contemporaneously with or delivered pursuant to this Agreement or the Notes, all as amended, modified, extended or renewed from time to time.

"Material Adverse Effect"means a material adverse effect upon (a) the financial condition of any Corporate Guarantor or
(b) the ability of Borrower to perform its obligations under any Loan Document to which it is a party or (c) the ability of Lender to enforce its security interests or collect any of the
Indebtedness.

"Note"or"Notes"means any and all promissory notes which Borrower has executed and
delivered or will execute and deliver to Lender and which are identified on a Schedule evidencing Indebtedness.

"Permitted Liens"means the following types of Liens, claims, charges, taxes, and assessments of any kind: (a) Liens for taxes,
assessments or other governmental charges not yet due and payable; (b) statutory Liens of landlords, carriers, warehousemen, mechanics, materialmen and other similar Liens imposed by law, which
are incurred in the ordinary course of business for sums not more than 30 days delinquent; (c) Liens in favor of Lender, and (d) Liens set forth on any Schedule.

"Schedule"or"Schedules"means any and all Schedules which Borrower has executed and
delivered or will execute and deliver to Lender in connection with this Agreement.

"SEC"means the Securities and Exchange Commission.

"UCC"means the Uniform Commercial Code as in effect on the date hereof in the State of New York, as amended from time to time, and any
successor statute.

IN
WITNESS WHEREOF, Lender and Borrower have each signed this Master Security Agreement as of the day and year first above written.

|                               |  |  |  |                           
|------------------------------ |  |  |  | --------------------------
|LENDER                         |  |  |  | BORROWER                  
|HELLER FINANCIAL LEASING, INC. |  |  |  | TODD-AO STUDIOS WEST      
|By:                            |  |  |  | By:                       
|Name:                          |  |  |  | Name:                     
|Title:                         |  |  |  | Title:                    
|                               |  |  |  | TODD-AO STUDIOS EAST, INC.
|                               |  |  |  | By:                       
|                               |  |  |  | Name:                     
|                               |  |  |  | Title:                    

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