Item 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

On April 6, 2009, Point.360 entered an Assignment and Assumption of Lease and Landlord Consent (the "Lease Agreement") with Benita Holdings, LLC and Moving Images NY LLC ("MI") whereby Point.360 assumed the real estate obligations of MI with respect to the lease of 11,000 square feet of office space in New York City. The Lease Agreement provides for rental payments totaling approximately $4.5 million from April 6, 2009 through June 30, 2016. The Lease Agreement may be terminated by Point.360 after December 31, 2010 upon 12 months written notice and the payment of a $300,000 termination fee, which fee shall decline to $200,000 if the lease is terminated after December 31, 2011.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

10.1 Assignment and Assumption of Lease and Landlord Consent dated April 6, 2009 among Point.360,Benita Holdings, LLC and Moving Images NY LLC.