FIRST AMENDMENT TO FORBEARANCE AGREEMENT

FIRST AMENDMENT TO

FORBEARANCE AGREEMENT

This FIRST AMENDMENT TO FORBEARANCE AGREEMENT ("Amendment"),

dated as of July 27, 2007, is entered into by and among MOVIE

GALLERY, INC., a Delaware corporation ("Borrower"), the Lenders

party hereto, GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as

Lender and in its capacity as Administrative Agent for the

Lenders ("Administrative Agent") and WACHOVIA BANK, NATIONAL

ASSOCIATION ("Wachovia"), as Lender and in its capacity as

Collateral Agent for the Secured Parties ("Collateral Agent").

RECITALS:

WHEREAS, the Borrower, the Guarantors party thereto, the Lenders

party thereto, the Administrative Agent, GSCP as Syndication

Agent, the Collateral Agent, and Wachovia as Documentation Agent

have entered into that certain First Lien Credit and Guaranty

Agreement, dated as of March 8, 2007 (as has been amended,

restated, supplemented or otherwise modified from time to time,

the "Credit Agreement");

WHEREAS, the Borrower, the Guarantors, the Administrative Agent,

the Collateral Agent and the Requisite Lenders have entered into

that certain Forbearance Agreement, dated as of July 20, 2007

(the "Forbearance Agreement"); and

WHEREAS, the parties to the Forbearance Agreement now desire to

amend the Forbearance Agreement on the terms hereinafter set

forth.

NOW, THEREFORE, in consideration of the mutual agreements

contained in the Forbearance Agreement, the Credit Agreement,

the other Credit Documents and herein, and for other good and

valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Definitions.

Unless otherwise defined above or elsewhere in this Amendment,

capitalized terms used herein shall have the meanings ascribed

to them in the Forbearance Agreement or the Credit Agreement, as

applicable.

SECTION 2. Amendments to Forbearance Agreement.

The definition of "Existing Defaults" contained in the second

WHEREAS clause of the Forbearance Agreement's Recitals is hereby

amended by (i) deleting the word "and" immediately before

subclause (b) thereof, (ii) deleting the parenthetical at the

end of such clause and (iii) adding new clauses (c) and (d) to

the end thereof, as follows:

" , (c) Events of Default have occurred under Section

8.1(d) of the Credit Agreement as a result of Borrower's

failure to satisfy the condition set forth in Section

3.2(a)(vii) of the Credit Agreement and (d) Defaults have

occurred under Sections 8.1(d) and (e) of the Credit

Agreement as a result of Borrower's failure to comply with

the cash management provisions of Section 5.14(b) of the

Credit Agreement and Section 4.4.4(c) of the Pledge and

Security Agreement (clauses (a), (b), (c) and (d),

collectively, the "Existing Defaults");"

SECTION 3. Representations and Warranties of Borrower and the

Guarantors.

To induce Administrative Agent, Collateral Agent and Requisite

Lenders to execute and deliver this Amendment, each of Borrower

and the Guarantors represents and warrants that:

(a) The execution, delivery and performance by each of

Borrower and the Guarantors of this Amendment and all documents

and instruments delivered in connection herewith and the

Forbearance Agreement, the Credit Agreement and all other Credit

Documents have been duly authorized by Borrower's and each

Guarantor's respective board of directors (or similar governing

body), and this Amendment and all documents and instruments

delivered in connection herewith, the Forbearance Agreement and

the Credit Agreement and all other Credit Documents are legal,

valid and binding obligations of Borrower and the Guarantors

enforceable against such parties in accordance with their

respective terms, except as may be limited by (i) the effect of

any applicable bankruptcy, insolvency, reorganization,

moratorium or similar laws affecting creditors' rights generally

and (ii) general principles of equity (regardless of whether

such enforcement is sought in a proceeding in equity or at law);

(b) Except as a result of the Existing Defaults, and

except for the representations set forth in Section 4.9 (No

Material Adverse Change) and Section 4.22 (Solvency) of the

Credit Agreement, each of the representations and warranties

contained in the Credit Agreement and the other Credit Documents

is true and correct in all material respects on and as of the

date hereof to the same extent as though made on the date

hereof, except to the extent that such representations and

warranties specifically relate to an earlier date, in which case

such representations and warranties shall have been true and

correct in all material respects on and as of such earlier date,

and each of the agreements and covenants in the Credit Agreement

and the other Credit Documents is hereby reaffirmed with the

same force and effect as if each were separately stated herein

and made as of the date hereof;

(c) Neither the execution, delivery and performance of

this Amendment and all documents and instruments delivered in

connection herewith nor the consummation of the transactions

contemplated hereby or thereby does or shall contravene, result

in a breach of, or violate (i) any provision of Borrower's or

any Guarantor's corporate charter, bylaws, operating agreement,

or other governing documents, (ii) any law or regulation, or any

order or decree of any court or government instrumentality, or

(iii) any indenture, mortgage, deed of trust, lease, agreement

or other instrument to which Borrower or any Guarantor is a

party or by which Borrower or any Guarantor or any of their

respective property is bound;

(d) As of the date hereof, except for the Existing

Defaults, no Event of Default has occurred or is continuing

under this Amendment, the Forbearance Agreement, the Credit

Agreement or any other Credit Document; and

(e) The Lenders' and the other Secured Parties' security

interests in the Collateral continue to be valid, binding, and

enforceable first-priority security interests which secure the

Obligations subject only to the Permitted Liens.

SECTION 4. Ratification of Liability.

Each of Borrower and the Guarantors, as debtors, grantors,

pledgors, guarantors, assignors, or in other similar capacities

in which such parties grant liens or security interests in their

properties or otherwise act as accommodation parties or

guarantors, as the case may be, under the Credit Documents,

hereby ratifies and reaffirms all of its payment and performance

obligations and obligations to indemnify, contingent or

otherwise, under each of such Credit Documents and the

Forbearance Agreement to which such party is a party, and each

such party hereby ratifies and reaffirms its grant of liens on

or security interests in its properties pursuant to such Credit

Documents to which it is a party as security for the Obligations

under or with respect to the Credit Agreement and confirms and

agrees that such liens and security interests hereafter secure

all of the Obligations, including, without limitation, all

additional Obligations hereafter arising or incurred pursuant to

or in connection with this Amendment, the Forbearance Agreement,

the Credit Agreement or any other Credit Document. Borrower and

the Guarantors each further agrees and reaffirms that the Credit

Documents to which it is a party now apply to all Obligations as

defined in the Credit Agreement, as modified hereby (including,

without limitation, all additional Obligations hereafter arising

or incurred pursuant to or in connection with this Amendment,

the Forbearance Agreement, the Credit Agreement or any other

Credit Document). Each such party (i) further acknowledges

receipt of a copy of this Amendment and all other agreements,

documents, and instruments executed and/or delivered in

connection herewith, (ii) consents to the terms and conditions

of same, and (iii) agrees and acknowledges that the Forbearance

Agreement and each of the Credit Documents, as modified hereby,

remains in full force and effect and is hereby ratified and

confirmed. Except as expressly provided herein, the execution

of this Amendment shall not operate as a waiver of any right,

power or remedy of any Lender, nor constitute a waiver of any

provision of any of the Credit Documents nor constitute a

novation of any of the Obligations under the Forbearance

Agreement, the Credit Agreement or other Credit Documents.

SECTION 5. Reference to and Effect upon the Forbearance

Agreement and the Credit Documents.

(a) Except as specifically amended hereby, all terms,

conditions, covenants, representations and warranties contained

in the Forbearance Agreement, the Credit Agreement and other

Credit Documents, and all rights of the Lenders and all of the

Obligations, shall remain in full force and effect. Each of

Borrower and the Guarantors hereby confirms that the Forbearance

Agreement, the Credit Agreement and the other Credit Documents

are in full force and effect and that neither Borrower nor any

Guarantor has any right of setoff, recoupment or other offset or

any defense, claim or counterclaim with respect to any of the

Obligations, the Forbearance Agreement, the Credit Agreement or

any other Credit Document.

(b) Except as expressly set forth herein, the execution,

delivery and effectiveness of this Amendment and any waivers set

forth herein shall not directly or indirectly (i) create any

obligation to make any further Loans or issue any Letters of

Credit or Synthetic Letters of Credit, or to continue to defer

any enforcement action after the occurrence of any other Default

or Event of Default (including, without limitation, any

Forbearance Default), (ii) constitute a consent or waiver of any

past, present or future violations of any provisions of the

Forbearance Agreement, the Credit Agreement or any other Credit

Documents, (iii) amend, modify or operate as a waiver of any

provision of the Forbearance Agreement, the Credit Agreement or

any other Credit Documents or any right, power or remedy of any

Lender, (iv) constitute a consent to any merger or other

transaction or to any sale, restructuring or refinancing

transaction, (v) constitute a course of dealing or other basis

for altering any Obligations or any other contract or

instrument. Except as expressly set forth herein, each Lender

and each of the other Secured Parties reserves all of its

rights, powers, and remedies under the Forbearance Agreement,

the Credit Agreement, the other Credit Documents and applicable

law. All of the provisions of the Forbearance Agreement, the

Credit Agreement and the other Credit Documents, including,

without limitation, the time of the essence provisions, are

hereby reiterated.

(c) From and after the Effective Date, (i) the term

"Agreement" in the Credit Agreement, and all references to the

Credit Agreement in any Credit Document shall mean the Credit

Agreement as amended by, among other things, the Forbearance

Agreement and this Amendment, and (ii) the term "Credit

Documents" in the Credit Agreement and the other Credit

Documents shall include, without limitation, the Forbearance

Agreement and this Amendment and any agreements, instruments and

other documents executed and/or de