SECOND
      AMENDMENT TO STANDARD LOAN AGREEMENT




THIS
      SECOND AMENDMENT
      TO STANDARD LOAN AGREEMENT (this “Amendment”), dated as of April __, 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, as amended by the First Amendment to Standard Loan Agreement dated as
      of
      March 15, 2007 (collectively, the “Loan Agreement”), pursuant to which the Bank
      has provided a revolving line of credit to the Borrower.




B.  The
      Borrower breached the provisions of Section
      9.2(i) of the
      Loan Agreement (the “Breach”) by failing to deliver its internally-prepared
      financial statements for the fourth fiscal quarter of the Borrower’s fiscal year
      2006 to the Bank within sixty days after the end of that fiscal quarter. The
      Borrower, however, cured the Breach by delivering audited financial statements
      to the Bank for the Borrower’s fiscal year 2006 on March 2, 2007, which audited
      financial statements contain the financial information for the fourth fiscal
      quarter of the Borrower’s fiscal year 2006. The Bank has the discretion under Section
      10.12 of the
      Loan Agreement to allow the cure of the Breach and not consider the Breach
      an
      Event of Default if the Breach is capable of being cured and is in fact cured
      within thirty days after its occurrence. As a result of the Borrower’s cure of
      the Breach by delivering its audited financial statements for its fiscal year
      2006 to the Bank on March 2, 2007, the Bank is willing to confirm in this
      Amendment that the Breach did not cause an Event of Default.




C.  The
      Borrower has advised the Bank that the Borrower wishes to enter into a tender
      offer and merger agreement (the “Merger Agreement”) with DG FastChannel (“DG”)
      pursuant to which:




(i)  the
      Borrower will form a new corporation (“Newco”) and transfer to Newco all of the
      assets and liabilities of the Borrower other than those associated with the
      Borrower’s so-called “ADS” business;




(ii)  The
      Borrower will distribute shares of Newco to the Borrower’s shareholders other
      than DG (the “Newco Spinoff”);




(iii)  DG
      will
      launch a tender offer conditioned upon completion of the Newco Spinoff to
      purchase all of the common shares of the Borrower not already owned by DG;




(iv)  assuming
      at least 51% of the common shares of the Borrower not already held by DG are
      tendered to DG in response to DG’s tender offer, the Borrower will merge with
      and into DG, and the Borrower will cease to exist as an entity.




-1-




(The
      transactions referred to in clauses (i) through (iv) above hereinafter are
      referred to collectively as the “DG Merger Transactions”.)




D.  Pursuant
      to the terms of the Loan Agreement, the Borrower may not complete the DG Merger
      Transactions without the Bank’s prior written consent.




E.  The
      Bank
      is willing to consent to the Borrower’s consummation of the DG Merger
      Transactions 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 (including, without
      limitation, in the recitals hereto) without definition shall have the respective
      meanings assigned thereto in the Loan Agreement.




2.  Confirmation
      of No Default .
      The
      Bank hereby acknowledges and confirms that the Breach did not cause an Event
      of
      Default.




3.  Consent
      to DG Merger Transactions .
      Notwithstanding anything to the contrary set forth in the Loan Agreement
      (including, without limitation, in Section
      9.9 (the
      maintenance of assets covenant), Section
      9.10 (the
      investments covenant), Section
      9.13 (the
      change in control covenant), or Section 9.14(a) (the merger and other business
      combinations covenant)), the Bank hereby agrees that the Borrower may enter
      into
      the Merger Agreement with DG and consummate each of the DG Merger Transactions,
      so long as (a) all of the Borrower’s obligations to the Bank under the Loan
      Agreement and (b) all of the Borrower’s term loan obligations to General
      Electric Capital Corporation are paid in full prior to the consummation of
      the
      merger of the Borrower with and into DG.




4.  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;




(b)  DG
      Acknowledgment .
      The
      Acknowledgment of DG attached to the end of this Amendment shall have been
      executed by a duly authorized officer of DG; and




(c)  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.




5.  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 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.




-2-




6.  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.




7.  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.




8.  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.




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





-3-


ACKNOWLEDGMENT
      OF DG





The
      undersigned hereby acknowledges and agrees to the terms and conditions of the
      attached Amendment, including the conditions to the Bank’s consent to the Merger
      Transactions set forth in Sections 3 and 4 of the Amendment.




Dated:
      As
      of April __, 2007




DG
      FASTCHANNEL





By:





Scott
      Ginsburg


Chairman
      and Chief Executive Officer




-1-


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 April __, 2007




INTERNATIONAL
      VIDEO CONVERSIONS, INC.,


a
      California corporation





By:





Alan
      R.
      Steel


Chief
      Financial Officer




-2-