FIRST
        AMENDMENT TO STANDARD LOAN AGREEMENT
  THIS
        FIRST AMENDMENT
        TO STANDARD LOAN AGREEMENT (this “ Amendment ”),
        dated
        as of March __, 2007, is entered into by and between BANK OF AMERICA, N.A.
        (the
“Bank”) and POINT.360, INC., a California corporation (the “Borrower”), with
        reference to the following facts:
  RECITALS
  A.  The
        Bank
        and the Borrower are parties to a Standard Loan Agreement, dated as of March
        29,
        2006 (the “Loan Agreement”), pursuant to which the Bank has provided a revolving
        line of credit to the Borrower.
  B.  The
        Borrower desires to acquire the business or assets of Eden FX and Wilshire
        Stages (collectively, the “Acquisitions”) and to finance the Acquisitions in
        part with secured purchase-money financing from General Electric Capital
        Corporation (“GECC”).
  C.  Pursuant
        to the terms of the Loan Agreement, the Borrower may not complete the
        Acquisitions or incur secured purchase-money financing from GECC for the
        Acquisitions without the Bank’s prior written consent.
  D.  The
        Bank
        is willing to consent to the Borrower’s consummation of the Acquisitions and
        incurrence of secured purchase-money financing from GECC to facilitate the
        Acquisitions as set forth below.
  NOW,
        THEREFORE, the parties hereby agree as follows:
  1.  Defined
        Terms .
        Any and
        all initially-capitalized terms used in this Amendment without definition
        shall
        have the respective meanings assigned thereto in the Loan
        Agreement.
  2.  Consent
        to Incurrence of Additional Indebtedness to GECC .
        Notwithstanding anything to the contrary set forth in Section
        9.7(c) of the
        Loan Agreement, the Bank hereby agrees that the Borrower may obtain additional
        term loan financing from GECC in an aggregate principal amount of up to Two
        Million Five Hundred Thousand Dollars ($2,500,000), provided that
        such additional term loan financing shall not cause the aggregate principal
        amount of the Borrower’s term loan obligations to GECC outstanding at any time
        to exceed Seven Million Dollars ($7,000,000). The Borrower shall use all
        of the
        proceeds of such additional term loan financing from GECC solely for the
        purpose
        of financing the purchase price payable in connection with the Acquisitions
        and
        associated transaction costs and expenses.
  3.  Consent
        to Additional Purchase-Money Liens .
        Notwithstanding anything to the contrary set forth in Section
        9.8(d) of the
        Loan Agreement, the Bank hereby agrees that the Borrower may grant
        purchase-money security interests in favor of GECC in the assets acquired
        by the
        Borrower in connection with the Acquisitions, provided that
        after giving effect to such additional purchase-money security interests,
        the
        total outstanding principal amount of indebtedness secured by purchase-money
        security interests in the assets of the Borrower shall not exceed Two Million
        Dollars ($2,000,000).
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  4.  Increase
        in Acquisition Basket . Section
        9.14(b) of the
        Loan Agreement is hereby amended to read in full as follows:
  “(b)
        Acquire or purchase a business or its assets for total purchase consideration
        of
        more than (i) Three Million Dollars ($3,000,000) in the Borrower’s fiscal year
        2007 or (ii) Two Million Dollars ($2,000,000) in the Borrower’s fiscal year
        2008, or acquire or purchase a business or its assets irrespective of the
        amount
        of total purchase consideration if the Borrower cannot demonstrate to the
        Bank’s
        reasonable satisfaction that the Borrower would be in pro forma compliance
        with
        the financial and other covenants set forth in this Agreement after giving
        effect to such acquisition or purchase.”
  5.  Conditions
        Precedent .
        The
        effectiveness of this Amendment shall be contingent upon the satisfaction
        of
        each of the following conditions:
  (a)  This
        Amendment .
        The
        Bank shall have received this Amendment duly executed by an authorized officer
        of the Borrower; and
  (b)  The
        Guarantor’s Acknowledgment .
        The
        Acknowledgment of Guarantor attached to the end of this Amendment shall have
        been executed by a duly authorized officer of International Video Conversions,
        Inc.
  6.  Reaffirmation
        and Ratification .
        The
        Borrower hereby reaffirms, ratifies and confirms its obligations to the Bank
        under the Loan Agreement, acknowledges that all of the terms and conditions
        in
        the Loan Agreement, as amended hereby, remain in full force and effect, and
        further acknowledges that the security interest granted to the Bank in the
        Collateral described in the Security Agreement dated as of March 29, 2006
        by and
        between the Borrower and the Bank is valid and perfected.
  7.  Integration .
        This
        Amendment constitutes the entire agreement of the parties in connection with
        the
        subject matter hereof and cannot be changed or terminated orally. All prior
        agreements, understandings, representations, warranties and negotiations
        regarding the subject matter hereof, if any, are merged into this
        Amendment.
  8.  Counterparts .
        This
        Amendment may be executed in multiple counterparts, each of which when so
        executed and delivered shall be deemed an original, and all of which, taken
        together, shall constitute but one and the same agreement.
  9.  Governing
        Law .
        This
        Amendment shall be governed by, and construed and enforced in accordance
        with,
        the internal laws (as opposed to the conflicts of law principles) of the
        State
        of California.
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  IN
        WITNESS WHEREOF, the Borrower and the Bank have executed this Amendment by
        their
        respective duly authorized officers as of the date first above
        written.
 BANK
                OF AMERICA,
                N.A.By:Daniel
                  M. Timmons
                Vice
                  President
 POINT.360,
                a
                  California corporationBy:Alan
                  R. Steel
                Executive
                  Vice President, Finance
                and
                  Administration and Chief FinancialOfficer
 
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  ACKNOWLEDGMENT
        OF GUARANTOR
 
 The
        undersigned (the "Guarantor") hereby acknowledges and agrees to the amendment
        of
        the Loan Agreement contained in the attached Amendment, acknowledges and
        reaffirms its obligations owing to the Bank under its Continuing and
        Unconditional Guaranty dated as of March 29, 2006, and agrees that such guaranty
        is and shall remain in full force and effect, notwithstanding the Amendment.
        Although the Guarantor has been informed of the matter set forth herein and
        has
        acknowledged and agreed to the same, the Guarantor understands that the Bank
        has
        no obligation to inform the Guarantor of such matter in the future or to
        seek
        the Guarantor’s acknowledgement or agreement to future amendments to the Loan
        Agreement, and nothing herein shall create such a duty.
  Dated:
        As
        of March __, 2007
  INTERNATIONAL
        VIDEO CONVERSIONS, INC.,
 a
        California corporation
 
 
 By:
 
 Alan
        R.
        Steel
 Chief
        Financial Officer
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