EXHIBIT 10.2


DATE:    30 December 2005

TO:      G. Samuel Oki

FROM:    Haig S. Bagerdjian

SUBJECT: Stock Options ("Options") previously granted to you


    Date of         Originally             Currently            Exercise
     Grant       Granted Options      Outstanding Options        Price
     -----       ---------------      -------------------        -----

     2000 Nonqualified Stock Option Plan:
     -----------------------------------

     2/24/04          15,000                 15,000              $ 4.63

The shares exercisable pursuant to the Options are referred to as "Shares."


Dear Sam:

This is to confirm that effective  December 30, 2005,  your Options are modified
as follows:

        1. The currently  outstanding Options set forth above are vested in full
and are  exercisable in full. The Options shall expire at the times set forth in
the applicable stock option agreements.

        2. In  addition  to the  other  restrictions  on sale,  pledge  or other
disposition set forth in the Plans and the applicable  stock option  agreements,
you may sell,  pledge or otherwise dispose of any Shares acquired from Point.360
pursuant to the applicable stock option agreement as follows:

   a)   After the first  anniversary  of the Grant Date, no more than 25% of the
        Originally Granted Options.

   b)   After the second  anniversary of the Grant Date, no more than 50% of the
        Originally Granted Options.

   c)   After the third  anniversary  of the Grant Date, no more than 75% of the
        Originally Granted Options.

   d)   After the fourth anniversary of the Grant Date, no more than 100% of the
        Originally Granted Options.

        3.  Certificates  for Shares that you acquire by exercise of options but
cannot sell,  pledge or otherwise  dispose will be endorsed  with the  following
restrictive  legend,  in  addition  to any other  restrictive  legend  necessary
pursuant to applicable securities law, or otherwise:  "The sale, pledge or other
disposition of these shares is restricted as set forth in an instrument  between
the  shareholder  and the Company,  a copy of which is on file at the offices of
the Company."

        4. The  restrictions  on sale,  pledge,  or other  disposition set forth
above  will  survive  any  termination  of  employment   (whether  voluntary  or
involuntary and whether or not for cause or for good reason or otherwise), death
or disability.

        5. This Agreement is binding on you and on your personal representatives
and assigns. It may be changed or terminated only in writing.


Please  sign the extra copy of this  letter in the space  below and return it to
the Company to confirm your  understanding  and  acceptance of the terms of this
letter.

Sincerely,


/s/  Haig S. Bagerdjian
- --------------------------
Haig S. Bagerdjian
Chairman of the Board,
President & CEO


Acknowledged and Agreed:


/s/  G. Samuel Oki
- --------------------------
G. Samuel Oki