EXHIBIT 4.3

                      AMENDMENT NO. 1 TO RIGHTS AGREEMENT

     This Amendment No. 1 to Rights  Agreement  (this  "Amendment"),  is entered
into by and between Laser-Pacific Media Corporation, a Delaware corporation (the
"Company")  and U.S. Stock  Transfer  Corporation,  as rights agent (the "Rights
Agent"),  and  shall be deemed  effective  as of July 31,  2003 (the  "Effective
Date").

                                    RECITALS

     WHEREAS,  the Company and Rights  Agent  entered  into a Rights  Agreement,
dated as of January  12,  2001 (the  "Rights  Agreement"),  to  provide  for the
distribution of preferred share purchase rights for each share of Company common
stock  outstanding as of January 24, 2001,  which rights  represent the right to
purchase  one  one-hundredth  of  a  preferred  share  of  the  Company  upon  a
Distribution  Date, as defined therein,  and subject to the terms and conditions
set forth in the Rights Agreement;

     WHEREAS,  the Company,  Eastman Kodak Company  ("Kodak") and OS Acquisition
Corp., a Delaware  corporation  and a wholly-owned  subsidiary of Kodak ("Merger
Sub")  contemplate  entering  into an Agreement  and Plan of Merger (the "Merger
Agreement"),  whereby,  upon  execution  of such  Merger  Agreement,  receipt of
requisite   stockholder   approval  and  the   satisfaction   of  certain  other
preconditions,  Merger  Sub  will be  merged  with and  into  the  Company  (the
"Merger"),  with the Company remaining the surviving  corporation and each share
of Company common stock being entitled to the Merger  Consideration  (as defined
in the Merger Agreement) set forth in the Merger Agreement;

     WHEREAS,  the Board  believes it is advisable and in the best  interests of
the Company and its stockholders to amend the Rights Agreement to allow Kodak or
any wholly-owned subsidiary of Kodak to acquire all of the Company's outstanding
common stock,  but not less than all,  without  triggering  the preferred  share
purchase rights under the Rights  Agreement,  provided Kodak or any wholly-owned
subsidiary  of Kodak  acquires  all  outstanding  shares of common  stock of the
Company, pursuant to the terms of the Merger Agreement, on or before the Closing
Date (as defined in the Merger Agreement) of the Merger;

     WHEREAS,  the  Company  and the  Rights  Agent  desire to amend the  Rights
Agreement in  accordance  with Section 27 of the Rights  Agreement to permit the
transactions contemplated by the Merger Agreement without causing a Distribution
Date under the terms of the Rights Agreement; and

     WHEREAS,  the Board has voted in favor of this  Amendment  to extend to the
parties to the Merger Agreement additional time to consummate the Merger without
triggering a Distribution Date.



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                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the foregoing recitals and the mutual
promises,  covenants and conditions  hereinafter  set forth,  the parties hereto
agree as follows:

                                    ARTICLE 1

                                    AMENDMENT

     1.1 Amendment to Rights  Agreement.  The Rights Agreement is hereby amended
as follows:

     The definition of "Exempt  Person" in Section 1 of the Rights  Agreement is
hereby deleted in its entirety and replaced by the following:

     ""Exempt Person" shall mean the Company, any wholly-owned Subsidiary of the
Company,  any employee  benefit  plan of the Company or of a  Subsidiary  of the
Company,  any Person  holding  Voting Shares for or pursuant to the terms of any
such employee benefit plan, and Eastman Kodak Company,  a New Jersey corporation
("Kodak"),  and  any  wholly-owned  Subsidiary  of  Kodak.  Notwithstanding  the
foregoing,  Kodak or any wholly-owned Subsidiary of Kodak shall not be deemed an
"Exempt Person" under this Agreement if Kodak or any wholly-owned  Subsidiary of
Kodak does not acquire all of the outstanding Voting Shares of the Company on or
prior to the Closing Date (as defined in the Merger  Agreement)  pursuant to the
terms and conditions  set forth in that certain  Agreement and Plan of Merger by
and among Eastman  Kodak  Company,  OS  Acquisition  Corp.  and the Company (the
"Merger  Agreement"),  or if the Merger Agreement is otherwise terminated by any
party thereto prior to the Closing Date, as defined therein."

     1.2 Reference to and Effect on Rights Agreement. On and after the Effective
Date, each reference in the Rights Agreement to the term  "Agreement,"  "hereof"
or "herein" shall be deemed to refer to the Rights  Agreement as amended hereby.
This Amendment and the amendment to the Rights  Agreement  effected hereby shall
be effective  as of the  Effective  Date and,  except as set forth  herein,  the
Rights  Agreement  shall remain in full force and effect and shall  otherwise be
unaffected hereby.

                                    ARTICLE 2

                                  MISCELLANEOUS

     2.1  Headings.  The  headings in this  Amendment  are  intended  solely for
convenience  and shall not be construed  as limiting or  expanding  the terms of
this Amendment.

     2.2   Counterparts.   This  Amendment  may  be  signed  in  any  number  of
counterparts  with the same effect as if the signatures to each counterpart were
upon a single  instrument.  All counterparts shall be deemed an original of this
Agreement.

                            [SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF,  the parties executed this Agreement to be effective as
of the date first written above.

                                                LASER-PACIFIC MEDIA CORPORATION

Attest:  /s/ Robert McClain                     By:  /s/ James R. Parks
         ----------------------------                -----------------------
            Robert McClain                           James R. Parks
            Chief Financial Officer                  Chief Executive Officer
            and Secretary
                                                U.S. STOCK TRANSFER CORPORATION

Attest:  /s/ Mark Cano                          By:  /s/ William Garza
         ----------------------------                -----------------------
            Mark Cano                                William Garza
            Senior Vice President                    Vice President