SETTLEMENT
AGREEMENT

     

    This
Settlement Agreement and mutual release (the “Settlement Agreement”
or “Agreement”), dated as
of September 21, 2010, is by and between (i) Plaintiff and Counterclaim
Defendant DG FastChannel, Inc., a Delaware corporation (“DGFC”) and (ii)
Defendant and Counterclaimant Point.360, a California corporation (“Point.360”).  DGFC
and Point.360 are referred to herein as the “Parties,” or individually as a
“Party.”

     

    RECITALS

     

    A.          On
October 6, 2009, DGFC filed a Complaint in the United States District Court for
the Central District of California, in a matter entitled DG FastChannel, Inc. v.
Point.360, Inc. et al. (Case No. CV 09-7289 CAS (FFMx)) (the “Action”).  The
Action arose from the implementation of various agreements in conjunction with
DGFC’s acquisition of Point.360’s advertising distribution services business
(the “ADS
Business”) on August 13, 2007.  Such agreements included the
Merger Agreement, Noncompetition Agreement, Post Production Services (“PPS”) Agreement,
Working Capital Reconciliation (“WCR”) Agreement, and
Indemnification and Tax Agreement (the “Tax Agreement”)
(collectively, the “Merger-Related
Agreements”).  In its Complaint, DGFC brought claims against
Point.360 for breach of contract, conversion, declaratory relief, and injunctive
relief.  In its Counterclaim, Point.360 brought claims against DGFC
for breach of contract, breach of the implied covenant of good faith and fair
dealing, fraud, and declaratory relief.

     

    B.           Each
of the Parties denies any wrongdoing, and disclaims any and all
liability.

     

    C.           The
Parties agreed to the general terms of settlement of the Action on June 22,
2010, as reflected in e-mail correspondence.

     

    D.           The
Parties now desire to memorialize in this Agreement their settlement of any and
all controversies that have or could have arisen between them in connection with
the Action and the events giving rise to the Action.  This Agreement
expressly supersedes any and all prior correspondence (oral and written)
concerning settlement of the Action.

     

    NOW
THEREFORE, in consideration of the promises, covenants, representations, and
releases contained herein, and for other good and valuable consideration, the
sufficiency and adequacy of which are hereby acknowledged, the Parties hereto
agree as follows:

     

    DEFINITIONS

     

    A           The
term “DGFC” shall refer to DG FastChannel, Inc. and any parent, subsidiary,
division, and/or affiliated entity, past or present, of DG FastChannel,
Inc.

     

    B       
    The term “Point.360” shall refer to Point.360 and any
parent, subsidiary, division, and/or affiliated entity, past or present, of
Point.360.

     

    C.           The
term “Claims” shall be defined as all rights, action or actions, cause or causes
of action, in law or in equity, suits, debts, liens, contracts, promises,
liabilities, obligations, injury to person or property, claims, predicate acts,
demands, damages, losses, costs or expenses, of any nature whatsoever, known or
unknown, fixed or contingent, that arise out of or are related to the
Action.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    D.           The
term “Effective Date” shall be defined as the date of the final
Party’s  execution of this Agreement.

     

    SETTLEMENT AGREEMENT AND
MUTUAL RELEASES

     

    1.           Compromise Only. This
Agreement is entered into for purposes of settlement and compromise only. The
relief provided for in this Agreement is in consideration for the releases and
other covenants contained in this Agreement. This Agreement constitutes a
compromise of disputed claims and is made solely to avoid expensive and
time-consuming litigation, and neither this Agreement nor any consideration
given hereunder, concurrently herewith, or pursuant hereto is to be advocated or
construed as an admission of any liability, express or implied, on the part of
any of the Parties, and each Party specifically disclaims any liability to, or
wrongful acts against, any other Party.

     

    2.           Dismissal of Action /
Court’s Continuing Jurisdiction to Enforce Settlement Agreement and
Injunction.

     

    a.           In
consideration for the payment (through stock transfer), mutual releases and
other covenants contained in this Agreement, the Parties shall dismiss all
claims in this Action with prejudice and shall request that the Court maintain
continuing jurisdiction as set forth below.  The Parties agree to
cooperate and provide best efforts to cause such dismissals and the remaining
terms of this Agreement to be effected as stated herein, including but not
limited to obtaining any required Court approval.  In the event the
Court for any reason declines to approve this Agreement in its present form, the
parties shall be bound to accept such changes to the Settlement Agreement as the
Court may require in order to approve it, provided, however, that a party may
reject such changes only if it can demonstrate in good faith that such changes
will deprive that party of an essential and material benefit conferred upon it
by the Settlement Agreement.

     

    b.           The
Parties agree that the Court shall maintain continuing jurisdiction over the
Parties, the Settlement Agreement (including the Vaulted Content Removal
Agreement incorporated herein), the Permanent ADS Business Injunction, and the
obligations imposed therein (collectively the “Settlement
Terms”).  In conjunction with requesting dismissal of the
Action, the Parties shall request that the Court maintain such continuing
jurisdiction.

     

    c.           The
Parties shall sign, and DGFC shall file, the Stipulation re Dismissal of Action,
and Proposed Order, within two (2) business days of the transfer of the
Point.360 Shares to DGFC as set forth below.  The Stipulation re
Dismissal of Action (without exhibits), and Proposed Order, are attached hereto
as Exhibits 1 and 2.

     

    d.           Other
than as set forth herein, each Party shall bear its own costs, expenses, and
attorneys’ fees in connection with the Action, its dismissal, and in connection
with the drafting and execution of this Agreement.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    3.           Permanent ADS Business
Injunction.  The Preliminary Injunction re ADS Business
Participation, dated December 23, 2009 (the “Preliminary ADS Business
Injunction”), shall become a permanent injunction in the form as attached
as Exhibit 3 hereto and fully incorporated herein (the “Permanent ADS Business
Injunction”), lasting until August 13, 2012.

     

    4.           Enforcement of the Permanent
ADS Business Injunction.

     

    a.           Post-Settlement Invoice
Production.

     

    Point.360’s
prohibition from participating in advertising distribution, as described in the
Permanent ADS Business Injunction, extends from the execution date of this
Agreement until August 13, 2012 (the “Permanent ADS Business
Injunction Period”).  Point.360 warrants that it shall fully
comply with this Agreement and the Permanent ADS Business Injunction during the
Permanent ADS Business Injunction Period.  To verify its compliance,
Point.360 shall produce all invoices and supporting documentation to DGFC which
reflect services performed by Point.360 during the Permanent ADS Business
Injunction Period (the “Post-Settlement Invoice
Production”).  The production format shall be analogous to
Point.360’s prior production in response to DGFC’s document requests and to
Judge Mumm’s April 9, 2010 order compelling the production of
documents.  The production shall be on an Attorney’s Eyes Only basis,
pursuant to the Protective Order entered by Judge Mumm on February 17, 2010 (the
“Protective
Order”).  The Post-Settlement Invoice Production shall be on
the following schedule:

     

    i.           February
1, 2011 [for all Point.360 services performed between and including the
Execution Date and December 31, 2010];

     

    ii.          August
1, 2011 [for all Point.360 services performed between and including January 1,
2011 and June 30, 2011];

     

    iii.         February
1, 2012 [for all Point.360 services performed between and including July 1, 2011
and December 31, 2011];

     

    iv.         August
1, 2012 [for all Point.360 services performed between and including January 1,
2012 and June 30, 2012]; and

     

    v.          September
13, 2012 [for all Point.360 services performed between and including July 1,
2012 and August 13, 2012] (collectively the “Post-Settlement
Invoices”).

     

    In the
event Point.360 does not produce part or all of the above-described invoices and
supporting documentation on each production date, the terms of the
Noncompetition Agreement, the Permanent ADS Business Injunction, and of the
portions of this Agreement pertaining to compliance with the Noncompetition
Agreement and Permanent ADS Business Injunction, shall be extended by one (1)
calendar day for each calendar day that Point.360 is not in full compliance with
its production obligations.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    b.           Review of Post-Settlement
Invoices.

     

    DGFC,
through its authorized agents, shall have the right to review the
Post-Settlement Invoices, and independently confirm Point.360’s compliance with
this Agreement and the Permanent ADS Business Injunction.  If DGFC
detects advertising distribution in contravention of Point.360’s obligations, it
shall notify Point.360 of such findings in writing.  Point.360 shall
have five (5) business days after the receipt of DGFC’s notice to respond in
writing.  If the Parties do not mutually resolve the issue, DGFC may
approach the Court for relief, pursuant to Section 11 below.

     

    In the
event Point.360 discovers isolated inadvertent advertising distribution in
contravention of Point.360’s obligations under the Permanent ADS Business
Injunction or this Agreement, Point.360 shall immediately disclose the same in
writing to DGFC.  The Parties shall thereafter attempt to mutually
resolve the issue.  If the Parties do not mutually resolve the issue,
DGFC may approach the Court for relief, pursuant to Section 11
below.  The Parties further agree that issues voluntarily disclosed in
a prompt fashion shall be afforded a rebuttal presumption of inadvertence for
purposes of judicial review.

     

    5.           Termination of Post
Production Services Agreement.  Except as provided in the
Vaulted Content Removal Agreement described in Section 6 below, the Post
Production Services (“PPS”) Agreement is
hereby terminated, irrespective of the Parties’ views as to whether the
agreement expired at an earlier date.  Except as provided in the
Vaulted Content Removal Agreement, DGFC does not hereafter hold any obligation
to utilize Point.360’s post production services, or vault elements with
Point.360.  Point.360’s obligations with regard to DGFC’s materials
vaulted at Point.360’s Media Center shall be governed by the Vaulted Content
Removal Agreement.

     

    6.           Removal of Vaulted Content
from Media Center.  Point.360 shall surrender possession of all
physical asset media (“elements”) vaulted by
DGFC at Point.360’s Media Center (the “Vaulted Content”) in
accordance with the “Vaulted Content Removal Agreement,” attached hereto as
Exhibit 4 and fully incorporated herein.  DGFC is obligated to pay
vaulting-related fees to Point.360 for services performed until June 22,
2010, at rates under the “DG FastChannel Media Storage and Service Rate Card,”
dated August 8, 2007, attached to the PPS Agreement (the “Original Vaulting Rate
Card”).  DGFC is not obligated to pay vaulting-related fees to
Point.360 for services performed during the “Transition Period”
thereafter.

     

    7.           Final Adjustment Amount
Under the WCR Agreement.  On June 11, 2010, the District Court
granted Point.360’s Motion for Partial Summary Judgment as to breach of the
Working Capital Reconciliation (“WCR”)
Agreement.  The Court concluded that a “Lipuma Event” had occurred
under the WCR Agreement, and that as a result DGFC owes Point.360
$412,500.  Under this Settlement Agreement, Point.360 hereby foregoes
any amounts due or purportedly due by DGFC under the WCR Agreement, including
but not limited to the $412,500 under the Court’s summary judgment
order.

     

    8.           Issuance of Point.360 Shares
to DGFC.

     

    a.           Within
one business day after the execution and delivery of this Agreement, Point.360
shall deliver to its transfer agent irrevocable written instructions to issue
250,000 shares of its common stock (the “Point.360 Shares”),
to DGFC in certificated form which certificate shall contain a single legend as
follows:


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    The
common shares of Point.360 evidenced by this certificate were issued in a
private placement exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”), and may not be offered for sale,
sold or otherwise transferred unless an exemption from the registration
requirements of the Securities Act would apply to such transaction, including
without limitation the exemption available to the holder of the shares under
Rule 144 of the Securities Act.  Pursuant to a Put and Call Agreement
dated as of September 21, 2010, among Mr. Haig Bagerdjian and DG Fast Channel,
Inc., these shares are subject to a call right to purchase that may be exercised
by Mr. Haig Bagerdjian, which call right to purchase shall automatically expire
unless exercised by Mr. Bagerdjian no later than March 21, 2011.

     

    b.           The
certificate evidencing the Point.360 Shares shall be delivered by overnight
courier to: DGFC, Attention: Omar Choucair, Chief Financial Officer, 750 West
John Carpenter Freeway, Suite 700, Irving, TX 75039.

     

    9.           DGFC’s Representations and
Warranties Regarding Point.360 Shares.  DGFC represents and
warrants as follows:

     

    a.           DGFC
has been advised and understands that none of the Point.360 Shares have been
registered or qualified under the United States Securities Act of 1933, as
amended (the “Securities Act”), or under the laws of any applicable state
jurisdiction, on the basis that the Point.360 Shares are being offered and
issued to DGFC pursuant to the Settlement Agreement in accordance with
exemptions from registration and qualification provided by applicable laws,
rules, and regulations and that, in this connection, Point.360 and Mr.
Bagerdjian are relying on the representations and warranties of DGFC set forth
in this Section 9.

     

    b.           DGFC
is acquiring the Point.360 Shares for investment purposes, for its own account
and not with a view to, or for sale in connection with, any distribution thereof
in violation of federal or state securities laws, rules, or
regulations.

     

    c.           DGFC
is an “accredited investor” within the meaning of Rule 501(a) under the
Securities Act and has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks associated with
its acquisition of the Point.360 Shares.

     

    d.           DGFC
is able to bear the economic risk associated with its acquisition of the
Point.360 Shares.

     

    e.           DGFC
understands that the Point.360 Shares are “restricted securities” as defined in
Rule 144(a)(3) under the Securities Act, and that the Point.360 Shares cannot be
resold without registration under the Securities Act or an exemption from such
registration; DGFC is familiar with the provisions of Rule 144, which sets
forth the terms and conditions upon which restricted securities may be publicly
resold; DGFC understands that, among other requirements, Rule 144 imposes a
six-month holding period as a condition to the public resale of restricted
securities under Rule 144.

     

    f.           DGFC
understands that the stock certificate evidencing the Point.360 Shares will bear
the restrictive legend that is set forth in the Settlement
Agreement.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    g.           DGFC
has independently evaluated the merits of its decision to acquire the Point.360
Shares, and DGFC confirms that it has relied solely upon its own independent
investigation made by it and its legal counsel and advisors in making its
decision to acquire the Point.360 Shares.  Neither Haig Bagerdjian nor
Point.360 has made any express or implied representations or warranties (written
or oral) to DGFC regarding the future value or performance of the Point.360
Shares, the advisability of acquiring the Point.360 Shares, or the financial
condition, results of operations, business, or prospects of
Point.360).

     

    10.         Releases.

     

    a.           Except
for (i) any obligations, covenants, representations and warranties provided for
in this Agreement, and (ii) any future obligations, covenants, representations
and warranties provided for in the Merger-Related Agreements (except as limited
herein), each Party hereby irrevocably and unconditionally releases and forever
discharges the other Party, as well as its past and present officers, directors,
employees, agents, representatives, affiliates, partners, insurers, reinsurers,
excess insurers, respective attorneys, advisors, accountants, shareholders,
affiliates, related companies, parent companies, subsidiaries, successors,
predecessors, licensors, licensees, assignees, and all persons or entities
acting by and through, under, or in concert with any of them (collectively, the
“Releasees,”) of and from any and all manner of action or actions, or cause or
causes of action, in law or in equity, raised in any judicial or non-judicial
forum, including, without limitation, state and federal courts, government
agencies, and any and all other complaints, suits, liens, contracts,
controversies, agreements, promises, liabilities, claims, demands, damages,
losses, debts, costs or expenses, of any nature whatsoever, whether known or
unknown, fixed or contingent, which the Parties now own, hold, have, claim to
have, or may ever have against the Releases, or any of them, by reason of any
matter, cause or thing whatsoever, that happened or did not happen prior to
execution of this Agreement, including but not limited to any and all claims
within the definition of Claims as set forth in paragraph C, above, any claim
that any Party has violated any of the Merger-Related Agreements described in
paragraph A, above, and any claim that Point.360 has violated the Preliminary
ADS Business Injunction prior to execution of this
Agreement.  Notwithstanding the foregoing, Point.360 does not release
the firm of Holthouse Carlin & Van Trigt, or any of its past or present
partners, employees or agents from any actual or potential claims that Point.360
may hold.

     

    b.           EACH
PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL AND IS FAMILIAR
WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS
FOLLOWS:

     

    “A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.”

     

    EACH
PARTY, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS THAT
IT MAY HAVE THEREUNDER AS WELL AS UNDER OTHER STATUTES OR COMMON LAW PRINCIPLES
OF SIMILAR EFFECT IN CALIFORNIA OR ANY OTHER STATE OR FEDERAL JURISDICTION, TO
THE FULL EXTENT THAT SUCH RIGHTS AND BENEFITS MAY BE WAIVED.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    11.         Disputes Regarding
Settlement Agreement.

     

    a.           Forum
Selection.

     

    The Parties agree
that the United States District Court for the Central District of California
shall maintain continuing jurisdiction for a period of five (5) years to resolve
any dispute regarding the validity, interpretation, effect, or alleged violation
or breach of, the obligations set forth in this Agreement, including the
agreements and injunction referenced herein which constitute part of the
obligations of this Agreement.

     

    b.           Relief.

     

    When
enforcing this Agreement, the Court shall award appropriate equitable and/or
legal relief.  In addition, if the Court determines that Point.360
violated the Noncompetition Agreement, the Permanent ADS Business Injunction,
and/or the terms of this Agreement relevant to compliance with the
Noncompetition Agreement and/or Permanent ADS Business Injunction, the terms of
the Noncompetition Agreement, the Permanent ADS Business Injunction, and of the
relevant portions of this Agreement shall be extended by the amount of time
between the execution of this Agreement and the date of the last instance of
Point.360’s violation of its applicable obligations.

     

    12.         Ownership of
Claims.  Each Party hereby represents and warrants that it now
holds all right, title to and interest in any Claim released hereunder (the
“Released
Claims”), and that it has not assigned, encumbered or otherwise
transferred any right, title or interest in any Released Claims.

     

    13.         Discovery
Materials.  The Parties agree to destroy all “Confidential”
and/or “Attorney’s Eyes Only” documents pursuant to the terms of their
stipulated Protective Order (entered by Judge Mumm on February 17, 2010) within
60 days after the later of August 13, 2012 or the resolution of any action
to enforce this Agreement, and to certify in writing and under oath to the other
Parties that such documents have been destroyed.

     

    14.         Injunctive
Relief.  The Parties agree that a breach of this Agreement will
cause irreparable damage to the other Parties for which no adequate remedy at
law exists and hereby agree that a Party shall be entitled to seek preliminary
and permanent injunctive relief and/or to seek any other remedies which a Party
may have at law or in equity in response to any such breach.

     

    15.         Authorization.  The
Parties each represent and warrant that each of them has the requisite power and
authority and has taken all actions necessary to execute and deliver this
Agreement, to consummate the transactions contemplated hereby and to perform its
obligations hereunder, and no other proceedings on its part is necessary to
authorize this Agreement.  If any additional acts are required to
consummate the transactions contemplated hereby and/or to perform any Party’s
obligations hereunder, each Party covenants in good faith to perform such
additional acts and execute any necessary documents as may be reasonably
necessary to give effect to the terms of this Agreement.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    16.         Waiver.  No
waiver of any term, provision or condition of this Agreement, whether by conduct
or otherwise, shall be deemed, or be construed, as a further or continuing
waiver of any such term, provision or condition or as a waiver of any other
term, provision or condition of this Agreement.

     

    17.         No Representations;
Independent Judgment.

     

    a.           Each
Party acknowledges that at no time has any individual or entity made any
representations, promises or statements (whether oral or written) except as set
forth in this Agreement.  Each Party warrants and represents that it
has not been induced to enter into this Agreement on the basis of any other
representations, promises or statements (whether oral or written) made by any
Party at any time.

     

    b.           Each
Party represents that in executing this Agreement it is relying solely on its
own judgment, belief and knowledge, and upon the advice and recommendation of
its counsel concerning the nature, extent and duration of its rights and
obligations deriving from this Agreement.

     

    18.         Interpretation.  This
Agreement shall be interpreted simply and fairly and not strictly in favor of or
against any Party.  To this end, the Parties agree that the terms of
this Agreement are the product of an arm’s length negotiation.  The
Parties intend that each representation, warranty, and covenant contained herein
shall have independent significance.  If any Party has breached any
representation, warranty or covenant contained herein in any respect, the fact
that there exists another representation, warranty or covenant relating to the
same subject matter (regardless of the relative levels of specificity) that the
Party has not breached shall not detract from or mitigate the fact that the
Party is in breach of the first representation, warranty or
covenant.

     

    19.         Consultation with
Counsel.  All Parties acknowledge that they have had the
opportunity to consult with counsel of their choice during the arm’s length
negotiation of this Agreement and prior to executing this
Agreement.

     

    20.         Governing
Law.  This Agreement shall be construed and governed in
accordance with the laws of the State of California without giving effect to
such State’s Conflict-of-Law principles.

     

    21.         Cumulative
Remedies.  The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.

     

    22.         Successors and
Assigns.  The obligations and duties of this Agreement shall be
binding upon the Parties, their successors and permitted assigns, and the rights
of this Agreement shall inure to the benefit of permitted successors and
assigns.

     

    23.         Territory.  This
Agreement shall have effect and be binding worldwide.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    24.         Severability.  If
any clause or provision of this Agreement is declared illegal, invalid or
unenforceable under present or future laws effective during the term hereof, it
is the intention of the Parties hereto to reach agreement to terms that will
lawfully carry out the intended purpose of any such clause or provision, and to
take such action as may be necessary to do so.  The Parties further
intend that the remainder of this Agreement shall not be affected thereby, and
shall remain in full force and effect.

     

    25.         Final
Agreement.  This Agreement is the complete, final and exclusive
statement of the Agreement between the Parties with respect to the subject
matter hereof.  This Agreement supersedes all prior or contemporaneous
agreements, negotiations, representations, understandings, and discussions
between the Parties, and/or their respective counsel, with respect to the
subject matter covered hereby.  Any modification, alteration or
amendment of this Agreement shall be void and have no force or effect unless it
is in writing and signed by the party sought to be bound.  This
Agreement may be executed in counterparts, each of which shall be deemed to be
an original and all of which taken together shall constitute but one and the
same Agreement.  Signature pages transmitted by facsimile transmission
or electronically shall be the equivalent of originals.

     

    26.         Notices.  Notices
to any party under this Agreement shall be in writing and may be delivered by
hand, by overnight courier or by facsimile to the address(es)
below.  Any notice delivered by hand or facsimile shall be deemed
delivered when sent on a business day or if not on a business day, the next
business day after sending, and if delivered by overnight courier on the next
business day.

     

    If
to DGFC:

    


    DG Fast
Channel, Inc.

    Attention:  Chief
Financial Officer

    750 West
Carpenter Freeway

    Suite
700

    Irving,
TX  75039

    Fax:
(972) 581-2001

    Contact:
(972) 581-2000

    


    With
a copy to:

    


    Latham
and Watkins LLP

    Attention:  Susan
S. Azad

    355 South
Grand Avenue

    Los
Angeles, CA  90071

    Fax:
(213) 891-8763

    Contact:
(213) 485-1234

    


    If
to Point.360:

    


    Point.360

    Attention:
Chief Financial Officer


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    2777
North Ontario Street

    Burbank,
CA 91504

    Fax:
(818) 847-2503

    Contact:
(818) 565-1444

    


    With
a copy to:

    


    TroyGould
PC

    Attention:
William D. Gould

    1801
Century Park East, Ste. 1600

    Los
Angeles, CA 90067

    Fax:
(310) 201-4746

    Contact:
(310) 789-1338

    


    The
foregoing is agreed and accepted:

     

    
      
        
          
            
              
                
                  
                    
                      	
                              DG
      FASTCHANNEL, INC., a Delaware corporation

                            	 
      	
                              POINT.360,
      a California corporation

                            
	 
      	 
      	 
      
	 	 	 
	
                              DG
      FastChannel, Inc.

                            	 
      	
                              Point.360

                            
	
                              By:

                            	
                              /s/ Scott Ginsberg

                            	 
      	
                              By:

                            	
                              /s/ Haig Bagerdjian

                            
	
                              Its:

                            	
                              CEO

                            	 
      	
                              Its:

                            	
                              President

                            
	
                              Dated:  

                            	
                              September
      22, 2010

                            	 
      	
                              Dated:  

                            	
                              September
      21,
2010

                            


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    APPROVED
      AS TO FORM:

                                  	 	 
      	 
      
	 	 	 	 
	
                                    Dated:  September
      __, 2010

                                  	 	
                                    LATHAM
      & WATKINS

                                  
	 
      	 	 
      	
                                    Susan
      S. Azad

                                  
	 
      	 	 
      	
                                    Colin
      B. Vandell

                                  
	 
      	 	 
      	
                                    Patricia
      A. Eberwine

                                  
	 
      	 	 
      	 
      
	 
      	 	
                                    By

                                  	 
      
	 
      	 	 
      	
                                    Susan
      S. Azad

                                  
	 
      	 	
                                    Attorneys
      for Plaintiff and Counterclaim

                                    Defendant
      DG FastChannel, Inc.

                                  
	 
      	 	 
      	 
      
	
                                    Dated:
      September __, 2010

                                  	 	
                                    TROYGOULD
      PC

                                  
	 
      	 	 
      	
                                    Russell
      I. Glazer

                                  
	 
      	 	 
      	
                                    Arvin
      Tseng

                                  
	 
      	 	 
      	 
      
	 
      	 	
                                    By

                                  	 
      
	 
      	 	 
      	
                                    Russell
      I. Glazer

                                  
	 
      	 	
                                    Attorneys
      for Defendant and Counterclaimant
Point.360

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
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