AMENDMENT NO. 1 TO
                         LASER-PACIFIC MEDIA CORPORATION
              INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN (1997)



This  Amendment No. 1 (this  "Amendment")  to Laser  Pacific  Media  Corporation
Incentive and Non-Qualified  Stock Option Plan (1997) (the "Plan") is made as of
July 19, 1999.

WHEREAS,  the Board of Directors of Laser-Pacific Media Corporation,  a Delaware
corporation (the "Company") approved amending the Plan in April 1999, subject to
the  approval of the  stockholders  of the Company,  to increase  the  aggregate
number of shares that may be sold pursuant to options  granted under the Plan by
500,000;

WHEREAS,  the stockholders of the Company approved amending the Plan to increase
the  aggregate  number of shares that may be sold  pursuant  to options  granted
under  the  Plan by  500,000  on July  16,  1999 at the  annual  meeting  of the
Company's stockholders ;

NOW, THEREFORE, the Plan is amended as follows:

     1. Amendment of Section 3.

Section 3 of the Plan is hereby  amended by deleting  Section 3 in its
entirety and substituting in lieu thereof the following:

Subject to the provisions of Section 6 relating to  adjustments  upon changes in
stock,  the  aggregate  number of shares  that may be sold  pursuant  to options
granted  under  the  Plan  shall  not  exceed,  in the  aggregate,  One  Million
(1,000,000)  Company Shares.  If any option granted under the Plan shall for any
reason expire, be canceled, or otherwise terminate without having been exercised
in full, the stock not purchased under such option shall again become  available
for issuance pursuant to the Plan.

IN WITNESS  WHEREOF,  the Company has executed this  Amendment on this 19 day of
July, 1999.


                                         LASER-PACIFIC MEDIA CORPORATION


                                        By:_________________________________
                                            Name:  James R. Parks
                                            Title: Chairman of the Board and
                                                   Chief Executive Officer