Laser-Pacific Media Corporation
      Proxy for the Annual Meeting of Stockholders to be Held June 18, 2002
           This Proxy is Solicited on Behalf of the Board of Directors

The undersigned  hereby appoints James R. Parks and Emory M. Cohen,  and each of
them individually, as proxies, with the power to appoint substitutes, and hereby
authorizes each of them to vote and otherwise  represent,  as designated  below,
all of the shares of Common Stock of  Laser-Pacific  Media  Corporation  held of
record by the  undersigned on May 3, 2002, at the Annual Meeting of Stockholders
to be held on June 18, 2002 or any adjournments or postponements thereof.

1.       ELECTION OF DIRECTORS
           _FOR all nominees listed below                _WITHHOLD AUTHORITY
           (Except as marked to the contrary below)       to vote for all
                                                          nominees listed below

(INSTRUCTION:  To withhold authority to vote for any individual nominee,
strike a line through the nominee(s) name in the list below)

                 James R. Parks Emory M. Cohen Thomas D. Gordon
                     Craig A. Jacobson     David C. Merritt

2.            In their discretion, the proxies are authorized to vote upon such
              other business as may properly come before the Annual Meeting of
              Stockholders or any adjournments or postponements thereof.

(Continued, and to be signed and dated on the reverse side.)

This proxy when  executed  will be voted in the  manner  directed  herein by the
undersigned  stockholder.  If no direction is made, this proxy will be voted for
the election as  directors  of all  nominees  nominated in Item 1 on the reverse
side.

Please sign  exactly as your name appears  below.  When shares are held by joint
tenants,  both should sign. When signing as attorney,  executor,  administrator,
trustee or  guardian,  please  give your full title as such.  If a  corporation,
please sign in full  corporate  name by the  President  or any other  authorized
officer.  If a  partnership,  please sign in  partnership  name by an authorized
person.

                               Dated: _________________________, 2002


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                                  (Signature)

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                                  (Signature, if held jointly)

                               PLEASE MARK, SIGN, DATE AND RETURN
                               THE PROXY CARD PROMPTLY USING THE
                               ENCLOSED ENVELOPE