Exhibit
10.13

THIRD AMENDMENT TO
CREDIT AGREEMENT

THIS
AMENDMENT TO CREDIT AGREEMENT (this Amendment) is entered into as of June 7,
2007, 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 July 1, 2008 as the last day
on which Bank will make advances under the Line of Credit, and by substituting
for said date July 1, 2009, with such change to be effective upon the
execution and delivery to Bank of a promissory note dated as of June 7, 2007
(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.     
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.

3.     
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.

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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/ Cynthia Goplen            
|                   |                                                             |                                          |     |                               
|                   | Bernard P. Aldrich, President 
 and Chief Executive Officer |                                          |     | Cynthia Goplen, Vice President
|                   |                                                             |                                          |     |                               
|                   |                                                             |                                          |     |                               
|By:                | /s/ Robert M. Wolf                                          |                                          |     |                               
|                   |                                                             |                                          |     |                               
|                   | Robert M. Wolf, Secretary and 
 Chief Financial Officer     |                                          |     |                               

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