EXHIBIT 10.7

FIRST AMENDMENT TO
CREDIT AGREEMENT

THIS
AMENDMENT TO CREDIT AGREEMENT (this Amendment) is entered into as of June 30,
2005 by and between RIMAGE CORPORATION, a Minnesota corporation (Borrower),
and WELLS FARGO BANK, NATIONAL ASSOCIATION (Bank).

RECITALS

WHEREAS,
Borrower is currently indebted to Bank pursuant to the terms and conditions of
that certain Credit Agreement between Borrower and Bank dated as of March 29,
2004 as amended from time to time (Credit Agreement).

WHEREAS,
Bank and Borrower have agreed to certain changes in the terms and conditions
set forth in the Credit Agreement and have agreed to amend the Credit Agreement
to reflect said changes.

NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree that the Credit Agreement shall
be amended as follows:

1.     Section
1.1. (a) is hereby amended by deleting June 30, 2005 as the last day on which
Bank will make advances under the Line of Credit and by substituting for said
date July 1, 2006, with such change to be effective upon the execution and
delivery to Bank of a promissory note dated as of June 30, 2005 (which
promissory note shall replace and be deemed the Line of Credit Note defined in
and made pursuant to the Credit Agreement) and all other contracts, instruments
and documents required by Bank to evidence such change.

2.     Section
1.2. (a) is hereby deleted in its entirety, and the following substituted
therefor:

(a)     Foreign
Exchange Facility.  Subject to the
terms and conditions of this Agreement, Bank hereby agrees to make available to
Borrower a facility (the Foreign Exchange Facility) under which Bank, from
time to time up to and including June 30, 2006, will enter into foreign
exchange contracts for the account of Borrower for the purchase and/or sale by
Borrower of currencies that have been agreed to in advance by Bank; provided
however, that the maximum amount of all outstanding foreign exchange contracts
shall not at any time exceed an aggregate of Five Million United States Dollars
(US$5,000,000.00).  No foreign exchange
contract shall be executed for a term in excess of twelve (12) months.  Borrower shall have a Delivery
Limit under
the Foreign Exchange Facility not to exceed at any time the aggregate principal
amount of One Million United States Dollars (US$1,000,000.00), which Delivery
Limit reflects the maximum principal amount of Borrowers foreign exchange
contracts which may mature during any two (2) day period.  All foreign exchange transactions shall be
subject to the additional terms of a Foreign Exchange Agreement dated as of
March 3,

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2004 (Foreign Exchange Agreement), all terms of
which are incorporated herein by this reference.

3.     Section
1.3.  (b) is hereby deleted in its
entirety, and the following substituted therefor:

(b)     Computation
and Payment.  Interest shall be
computed on the basis of a 365-day year, actual days elapsed.  Interest shall be payable at the times and
place set forth in each promissory note or other instrument or document
required hereby.

4.     Except
as specifically provided herein, all terms and conditions of the Credit
Agreement remain in full force and effect, without waiver or modification.  All terms defined in the Credit
Agreement
shall have the same meaning when used in this Amendment.  This Amendment and the Credit Agreement
shall be read together, as one document.

5.     Borrower
hereby remakes all representations and warranties contained in the Credit
Agreement and reaffirms all covenants set forth therein.  Borrower further certifies that as of the
date of this Amendment there exists no Event of Default as defined in the
Credit Agreement, nor any condition, act or event which with the giving of
notice or the passage of time or both would constitute any such Event of
Default.

IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first written above.

|                     |                                                                |                                          |     |                                | 
|-------------------- | -------------------------------------------------------------- | ---------------------------------------- | --- | ------------------------------ | 
|RIMAGE
  CORPORATION |                                                                | WELLS FARGO
  BANK, NATIONAL ASSOCIATION
|                     |                                                                |                                          |    
|By:                  | /s/  Bernard P. Aldrich                                        |                                          | By: | /s/  Cindy Goplen             
|                     |                                                                |                                          |     |                                | 
|                     | Bernard P.
  Aldrich, President and 
  Chief Executive Officer |                                          |     | Cindy
  Goplen, Vice President
|                     |                                                                |                                          |    
|By:                  | /s/  Robert M. Wolf                                            |                                          |     |                               
|                     |                                                                |                                          |     |                               
|                     | Robert M.
  Wolf, Secretary and Chief Financial Officer        |                                          |     |                               

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