AMENDMENT
      TO AMENDED AND RESTATED RIGHTS AGREEMENT

     

    This
      Amendment to Amended and Restated Rights Agreement (this “Amendment”)
      is
      made as of April 16, 2007, by and between Point.360, a California corporation
      (the “Corporation”),
      and
      American Stock Transfer & Trust Company, a New York banking corporation (the
“Rights
      Agent”).

     

    WHEREAS,
      the Corporation is entering into an Agreement and Plan of Merger and
      Reorganization (as the same may be amended from time to time, the “Merger
      Agreement”),
      among
      the Corporation, DG FastChannel, Inc., a Delaware corporation (the “Purchaser”),
      and
      New 360, a California corporation, pursuant to which the Purchaser will: (1)
      make an exchange offer to acquire all of the issued and outstanding shares
      of
      common stock of the Corporation, no par value (“Common
      Shares”),
      on
      the terms and subject to the conditions set forth in the Merger Agreement (such
      exchange offer, as it may be amended from time to time, is referred to in this
      Amendment as the “Offer”),
      (ii)
      be granted an irrevocable option to acquire certain additional Common Shares
      directly from the Corporation on the terms and subject to the conditions set
      forth in the Merger Agreement (the “Top-Up
      Option”),
      and
      (iii) after the Purchaser has acquired Common Shares pursuant to the Offer
      (and,
      if applicable, the Top-Up Option), the Corporation will merge with and into
      the
      Purchaser upon the terms and subject to the conditions set forth in the Merger
      Agreement; 

     

    WHEREAS,
      the Corporation and the Rights Agent are parties to an Amended and Restated
      Rights Agreement dated as of November 17, 2004 (the “Rights
      Agreement”);

     

    WHEREAS,
      the Corporation desires to amend the Rights Agreement in connection with the
      execution and delivery of the Merger Agreement; and

     

    WHEREAS,
      the Board of Directors of the Corporation has approved this Amendment and
      authorized its appropriate officers to execute and deliver the same to the
      Rights Agent.

     

    NOW,
      THEREFORE, in accordance with the procedures for amendment of the Rights
      Agreement set forth in Section 27 of the Rights Agreement, and in consideration
      of the foregoing and the mutual agreements herein set forth, the parties hereby
      agree as follows:

     

    1. Capitalized
      terms that are not otherwise defined herein shall have the meanings ascribed
      to
      them in the Rights Agreement.

     

    2. The
      definition of “Acquiring Person” set forth in Section 1(a) of the Rights
      Agreement is amended by adding the following sentence to the end of that
      section:

     

    “Notwithstanding
      the foregoing, no Person shall be or become an Acquiring Person by reason of
      (i)
      the execution and delivery of the Agreement and Plan of Merger and
      Reorganization, dated as of April 16, 2007, among DG FastChannel, Inc., a
      Delaware corporation (the “Purchaser”),
      New
      360, a California corporation, and the Corporation (the “Merger
      Agreement”)
      or any
      amendment thereto, (ii) the purchase by the Purchaser of Common Shares pursuant
      to (A) an exchange offer to acquire all of the issued and outstanding Common
      Shares to be commenced by the Purchaser pursuant to, and on the terms and
      subject to the conditions set forth in, the Merger Agreement (such exchange
      offer, as it may be amended from time to time, is referred to in this Agreement
      as the “Offer”)
      or (B)
      an irrevocable option to acquire certain additional shares of Common Shares
      directly from the Corporation granted by the Corporation to the Purchaser on
      the
      terms and subject to the conditions set forth in the Merger Agreement (the
      “Top-Up
      Option”),
      (iii)
      the merger of the Corporation with and into the Purchaser pursuant to, and
      on
      the terms and subject to the conditions set forth in, the Merger Agreement
      (the
“Merger”),
      or
      (iv) the consummation of any other transaction contemplated by the Merger
      Agreement, as it may be amended from time to time.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    3. The
      definition of “Shares
      Acquisition Date”
in
      Section 1(q) of the Rights Agreement is hereby amended by adding the following
      sentence to the end of that section:

     

    “Notwithstanding
      anything else set forth in this Agreement, a Shares Acquisition Date shall
      be
      deemed not to have occurred by reason of (i) the execution and delivery or
      amendment of the Merger Agreement, (ii) the purchase by the Purchaser of Common
      Shares pursuant to the Offer (and, if applicable, the Top-Up Option), (iii)
      the
      Merger, or (iv) the consummation of any other transaction contemplated by the
      Merger Agreement, as it may be amended from time to time.”

     

    4. Section
      3(a) of the Rights Agreement is hereby amended by adding the following sentence
      to the end of that section:

     

    “Notwithstanding
      anything else set forth in this Agreement, no Distribution Date shall be deemed
      to have occurred by reason of (i) the execution and delivery or amendment of
      the
      Merger Agreement, (ii) the purchase by the Purchaser of Common Shares pursuant
      to the Offer (and, if applicable, the Top-Up Option), (iii) the Merger, or
      (iv)
      the consummation of any other transaction contemplated by the Merger Agreement,
      as it may be amended from time to time.”

     

    5. Section
      7(a)(i) of the Rights Agreement is hereby amended to delete the phrase “(the
“Final
      Expiration Date”)”
so
      that it shall read as follows:

     

    “(i)
      the
      close of business on November 16, 2014,”

     

    6. Section
      7(a) is further amended by replacing the word “or” at the end of Section
      7(a)(ii) with a comma and by adding the following clause immediately following
      the word “hereof’ in Section 7(a)(iii):

     

    “,
      or
      (iv) the moment in time immediately prior to the Effective Time (as defined
      in
      Section 1.6 of the Merger Agreement) (the earliest to occur of the events
      described in clauses (i) to (iv) of this section shall be referred to as the
      “Final
      Expiration Date”).”

     

    
      
        
        

      

      
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    7. Section
      11(a)(ii) of the Rights Agreement is hereby amended by adding the following
      sentence to the end of that section:

     

    “Notwithstanding
      anything else set forth in this Agreement, no event requiring an adjustment
      under this Section 11(a)(ii) shall be deemed to have occurred by reason of
      (i)
      the execution and delivery or amendment of the Merger Agreement, (ii) the
      purchase by the Purchaser of Common Shares pursuant to the Offer (and, if
      applicable, the Top-Up Option), (iii) the Merger, or (iv) the consummation
      of
      any other transaction contemplated by the Merger Agreement, as it may be amended
      from time to time.”

     

    8. The
      first
      phrase of Section 13(c) of the Rights Agreement is hereby amended to read as
      follows:

     

    “The
      Corporation shall not consummate any such consolidation, merger, sale or
      transfer (other than the Merger) unless the Principal Party shall have a
      sufficient number of authorized shares of its common stock that have not been
      issued or reserved for issuance to permit the exercise in full of the Rights
      in
      accordance with this Section 13 and unless prior thereto the Corporation and
      each Principal Party and each other Person who may become a Principal Party
      as a
      result of such consolidation, merger, sale or transfer shall have executed
      and
      delivered to the Rights Agent a supplemental agreement providing for the terms
      set forth in paragraphs (a) and (b) of this Section 13 and further providing
      that, as soon as practicable after the date of any consolidation, merger, sale
      or transfer of assets mentioned in paragraph (a) of this Section 13, the
      Principal Party at its own expense shall:” 

     

    The
      remaining portion of Section 13(c) shall be unchanged and shall remain in full
      force and effect.

     

    9. All
      of
      the covenants of this Amendment by or for the benefit of the Corporation or
      the
      Rights Agent shall bind and inure to the benefit of their respective successors
      and assigns hereunder.

     

    10. Nothing
      in this Amendment shall be construed as giving to any person or entity other
      than the Corporation, the Purchaser, the Rights Agent, and the registered
      holders of the Rights Certificates (and, prior to the Distribution Date, the
      Common Shares) any legal or equitable right, remedy, or claim under this
      Amendment; but this Amendment shall be for the sole and exclusive benefit of
      the
      Corporation, the Purchaser, the Rights Agent, and the registered holders of
      the
      Rights Certificates (and, prior to the Distribution Date, the Common
      Shares).

     

    11. If
      any
      term of this Amendment is held by a court of competent jurisdiction or other
      authority to be invalid, void, or unenforceable, the remainder of the terms
      of
      this Amendment shall remain in full force and effect and shall in no way be
      affected, impaired, or invalidated.

     

    12. This
      Amendment shall become effective immediately prior to the execution and delivery
      of the Merger Agreement by all of the parties thereto. The Rights Agreement,
      as
      amended by this Amendment, shall remain in full force and effect in accordance
      with its terms, subject to the following sentence. If the Merger Agreement
      is
      terminated for any reason pursuant to any provision in Section 8.1 of the Merger
      Agreement, each and every amendment to the Rights Agreement made by this
      Amendment automatically shall be rescinded in full, effective concurrently
      with
      the termination of the Merger Agreement and without the need by the Corporation
      to execute an instrument implementing such rescission.

     

    
      
        
        

      

      
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    13. This
      Amendment shall be deemed to be a contract made under the laws of the State
      of
      California and for all purposes shall be governed by and construed in accordance
      with the laws of such state applicable to contracts to be made and performed
      entirely within such state.

     

    14. This
      Amendment may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

     

    15. The
      Corporation hereby certifies to the Rights Agent that this Amendment is in
      compliance with Section 27 of the Rights Agreement.

     

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    IN
      WITNESS WHEREOF, the parties herein have caused this Amendment to be duly
      executed and attested, all as of the date and year first above
      written.

     

    
      	 	 	 
	 	
              POINT.360

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

            
	 	
              Name: Alan
                R. Steel

              Title: Executive
                Vice President and Chief Financial
                Officer

            


    

     

    
      	 	 	 
	 	
              AMERICAN
                STOCK TRANSFER & TRUST COMPANY

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

            
	 	
              Name: 

              Title: 

            
	 	 
	
               Attest: 

              
                

              

              
              

              Name:
                 

              Title: 

            	 


    

     

    
      
        
        

      

      
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