FORM OF OFFICER CONFIDENTIALITY AGREEMENT

Exhibit 10.5

FORM OF OFFICER CONFIDENTIALITY AGREEMENT

        This Confidentiality Agreement (this "Agreement"), dated as of [            ], 2007, is by and among DG FastChannel, Inc., a Delaware corporation (the "Purchaser"), Haig S. Bagerdjian, and Alan R. Steel. All capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Merger Agreement (as defined below).

        WHEREAS, the Purchaser is a party to an Agreement and Plan of Merger and Reorganization, dated as of April 16, 2007, by and among the Purchaser, Point.360, a California corporation (the "Company"), and New 360, a California corporation (as amended or supplemented, the "Merger Agreement"), pursuant to which, among other things, the Purchaser shall acquire the ADS Business of the Company;

        WHEREAS, Messrs. Bagerdjian and Steel are officers of the Company and hold a substantial number of the issued and outstanding Shares (either directly or through ownership of vested Company Options) for which they will receive valuable consideration as a consequence of the consummation of the Offer, and therefore have a material economic interest in the consummation of the Transactions; and

        WHEREAS, in order to protect the goodwill related to the ADS Business, and as a condition of consummating the transactions contemplated by the Merger Agreement on the Acceptance Date, the parties hereto are executing this Agreement.

        NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement and in the Merger Agreement and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

        SECTION 1.    CONFIDENTIALITY.

        (a)   Messrs. Bagerdjian and Steel have each had access to and contributed to information and materials of a highly sensitive nature (including Confidential Information, as defined below) of the ADS Business. Messrs. Bagerdjian and Steel each agree that, on or prior to the third (3rd) anniversary of the Acceptance Date, unless Mr. Bagerdjian or Mr. Steel, as applicable, first secures the written consent of an authorized representative of the Purchaser, he shall not use for himself or anyone else, or disclose to others, any Confidential Information, except as may be necessary for Mr. Bagerdjian or Mr. Steel to carry out his duties under any agreement with the Purchaser (if applicable) or except to the extent such use or disclosure is required by law or order of any Governmental Entity (in which event Mr. Bagerdjian or Mr. Steel shall, to the extent practicable, inform the Purchaser in advance of any such required disclosure, shall cooperate with the Purchaser in all reasonable ways in obtaining a protective order or other protection in respect of such required disclosure, and shall limit such disclosure to the extent reasonably possible while still complying with such requirement).

        (b)   "Confidential Information" as used herein, means all information of a highly sensitive nature (whether or not specifically identified as confidential) of the ADS Business, in any form or medium, that at or prior to the Acceptance Date was disclosed to Mr. Bagerdjian or Mr. Steel, as the case may be, and that relates to the ADS Business, including, without limitation: (i) internal business information (including, without limitation, information relating to the strategic plans and practices, business, accounting, financial or marketing plans, practices or programs, training practices and programs, salaries, bonuses, incentive plans and other compensation and benefits information and accounting and business methods); (ii) identities of, individual requirements of, specific contractual arrangements with, and information about, the ADS Business, its customers and their confidential information; (iii) industry research compiled by, or on behalf of the ADS Business, including, without limitation, identities of potential target companies, management teams and transaction sources; (iv) compilations of data and analyses, processes, methods, track and performance records, data and databases relating

thereto; provided, however, that "Confidential Information" shall not include any information that (1) was already known to Mr. Bagerdjian or Mr. Steel, as applicable, at the time of its disclosure, (2) after being disclosed to Mr. Bagerdjian or Mr. Steel was subsequently disclosed to Mr. Bagerdjian or Mr. Steel by a third party that was, to Mr. Bagerdjian's or Mr. Steel's knowledge, entitled to disclose such information on a non-confidential basis, or (3) has become generally known to and widely available for use within the industry other than as a result of a disclosure by Mr. Bagerdjian or Mr. Steel in violation of this Agreement.

        SECTION 2.    MISCELLANEOUS.

        (a)    Notices