POINT.360

                  ANNUAL MEETING OF SHAREHOLDERS - MAY 10, 2004

                 This Proxy is Solicited On Behalf of Point.360

        The undersigned  hereby appoints Haig S.Bagerdjian and Alan R. Steel and
each of them,  with full power of  substitution,  as proxies and with all powers
the undersigned would possess if personally  present,  to vote all of the shares
of Common Stock, no par value per share (the "Common Stock"),  of Point.360 (the
"Company")  that the  undersigned  is entitled to vote at the Annual  Meeting of
Shareholders of the Company to be held at 3:00 p.m., local time, on Monday,  May
10, 2004, and at any adjournments or postponements thereof, at the facilities of
the Company,  located at 1133 N. Hollywood Way,  Burbank,  CA 91505, as directed
herein upon the matters set forth on the reverse  side hereof and  described  in
the  accompanying  Notice of Annual Meeting of Shareholders  and Proxy Statement
and upon such other  matters as may  properly  be brought  before  such  meeting
according to their sole discretion.

        Receipt  of the  Notice of Annual  Meeting  and the Proxy  Statement  is
hereby acknowledged.


                (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)




 X   Please sign, date and return promptly
___  in the enclosed envelope.  Please mark
     your vote in blue or black ink as shown
     here.


(1) Election of five directors
for a one year term.


___ FOR ALL NOMINEES                            NOMINEES: Haig S. Bagerdjian
                                                          Robert A. Baker
___ WITHHOLD AUTHORITY                                    Greggory J. Hutchins
    FOR ALL NOMINEES                                      Sam P. Bell
                                                          G. Samuel Oki
___ FOR ALL EXCEPT
    (See instructions below)


INSTRUCTION:
To withhold authority to vote for any
individual nominee(s), mark "FOR ALL EXCEPT"
and fill in the circle next to each nominee
you wish to withhold, as shown here:



To change the address on your account,
please check the box at right and indicate
your new address in the address space
above.  Please note that changes to the
registered name(s) on the account may not
be submitted via this method.

- --------------------------------------------------------------------------------


(2) To ratify and approve Singer Lewak
Greenbaum & Goldstein LLP as independent
auditors for the fiscal year ending
December 31, 2004.

___ FOR

___ AGAINST

___ ABSTAIN


THIS PROXY, WHEN PROPERLY EXECUTED,  WILL BE VOTED IN THE MANNER DIRECTED HEREBY
BY THE  UNDERSIGNED  SHAREHOLDER.  IF NO DIRECTION IS GIVEN,  THIS PROXY WILL BE
VOTED FOR  PROPOSALS 1 AND 2. AS TO ANY OTHER MATTER  COMING BEFORE THE MEETING,
EACH OF THE PERSONS  AUTHORIZED AS PROXIES HEREWITH IS AUTHORIZED TO VOTE IN HIS
DISCRETION  ON SUCH  MATTER.  THE  VOTING  POWER  GRANTED  TO THE PROXY  HOLDERS
INCLUDES THE POWER TO VOTE  CUMULATIVELY  IN THE ELECTION OF DIRECTORS IF DEEMED
NECESSARY OR APPROPRIATE BY THE PROXY HOLDERS.

THE BOARD OF DIRECTORS  RECOMMENDS A VOTE "FOR" THE RATIFICATION AND APPROVAL OF
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP.

PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY.

Signature of Shareholder                               Date:

- -------------------------------------                  -------------------------


Signature of Shareholder                               Date:

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NOTE:  Please  sign  exactly as your name or names  appear on this  Proxy.  When
shares are held  jointly,  each holder  should  sign.  When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation,  please sign full corporate name by duly authorized
officer,  giving full title as such. If signer is a partnership,  please sign in
partnership name by authorized person.