SECOND AMENDMENT TO FORBEARANCE AGREEMENT

SECOND AMENDMENT TO

FORBEARANCE AGREEMENT

This SECOND AMENDMENT TO FORBEARANCE AGREEMENT ("Second

Amendment"), dated as of August 14, 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");

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

the Collateral Agent and the Requisite Lenders have entered into

that certain First Amendment to Forbearance Agreement, dated as

of July 27, 2007 (the "First Amendment") (the Forbearance

Agreement together with and as amended by the First Amendment,

the "Amended Forbearance Agreement");

WHEREAS, pursuant to Section 5(d) of the Forbearance Agreement,

Borrower and the Guarantors have requested that the

Administrative Agent and the Requisite Lenders further amend the

Amended Forbearance Agreement to extend the Forbearance Period

until August 27, 2007; and

WHEREAS, Administrative Agent and the Requisite Lenders are

willing to extend the Forbearance Period upon the terms and

conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual agreements

contained in the Amended 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 Second

Amendment, capitalized terms used herein shall have the meanings

ascribed to them in the Amended Forbearance Agreement or the

Credit Agreement, as applicable.

SECTION 2. Amendments to Amended Forbearance Agreement.

Subject to the receipt of the signatures from the Administrative

Agent, Collateral Agent, Requisite Lenders, Borrower and the

Guarantors, the Amended Forbearance Agreement is hereby amended

as of the Effective Date as follows:

(a) The definition of "Forbearance Period" contained in

Section 1(b) of the Forbearance Agreement is hereby amended to

replace the date "August 14, 2007" in clause (ii) thereof with

the date "August 27, 2007".

(b) The second sentence of Section 6(b) of Forbearance

Agreement is hereby amended by (x) deleting the word "and"

immediately before clause (ii) thereof, and (y) adding the

following at the end thereof:

"and (iii) unless waived by the Administrative Agent in the

exercise of its sole discretion, cause the Strategic

Advisor to meet telephonically with the steering committee

for the Lenders, the Administrative Agent, the Collateral

Agent and/or the Financial Advisor on a weekly basis (as

currently provided in Section 6(c)(ii)(c) of the

Forbearance Agreement), on Wednesday of each calendar week

(or on such other dates and with the frequency (it being

understood that the frequency shall not to be increased)

determined by the Administrative Agent in the exercise of

its sole discretion), to update the steering committee for

the Lenders, the Administrative Agent, the Collateral Agent

and/or the Financial Advisor on, and to otherwise discuss

with and address questions from the members of the steering

committee for the Lenders, the Administrative Agent, the

Collateral Agent and/or the Financial Advisor about, the

information and matters referred to in this Section 6".

(c) Section 6(c)(ii) of the Forbearance Agreement is

hereby amended by (x) replacing the reference to "EST" with

"PST" in subclause (b) thereof, and (y) adding the following at

the end of subclause (d) thereof, before the colon:

"(it being understood that the weekly sales report due by 1:00

p.m. PST on August 7, 2007 shall be delivered no later than 5:00

p.m. PST on August 8, 2007)".

(d) Section 6(c)(iii) of the Forbearance Agreement is

hereby amended by (x) replacing, before the colon, the words

"the last day of the Forbearance Period" with "August 14, 2007",

and (y) adding the following at the end thereof:

"; provided, that notwithstanding the foregoing, the

delivery of the information referred to in the foregoing

subclauses (a) and (b) shall be delivered to the

Administrative Agent and the Financial Advisor no later

than the close of business on August 17, 2007".

(e) The Forbearance Agreement is hereby amended by

adding new subsections (n), (o) and (p) at the end of Section 6

thereof, as follows:

"(n) Cash Payments to Landlords. The Borrower, the

Guarantors and their respective Subsidiaries shall not make

or cause to be made any cash payments to landlords in

settlement of unpaid rent or in settlement of rent due for

the remaining term or any other obligations under any

lease, in each case without the prior written consent of

the Requisite Lenders (it being understood that the

foregoing shall not restrict (A) the payment of current

rent to landlords in the ordinary course of business of the

Borrower and the Guarantors, consistent with past practice,

and otherwise in accordance with each of the following: (x)

the relevant lease, (y) the Cash Flow Forecast and (z) the

deliveries provided pursuant to Sections 6(c)(i)(a) and

6(c)(iii)(c) of the Forbearance Agreement, and (B) the

payment of unpaid rent for the month of August 2007).

(o) Cost Estimates. No later than the close of business

on August 17, 2007, the Borrower shall cause the Strategic

Advisor to provide to the Administrative Agent and the

Financial Advisor (each of whom may provide copies to any

of the Private Side Lenders) estimates of the costs and

savings to the Borrower and its Subsidiaries for in-court

and out-of-court restructuring alternatives.

(p) Collateral Account. The Borrower shall establish the

Collateral Account (as such term is defined in the Pledge

and Security Agreement) with the Collateral Agent on or

prior to the close of business on August 20, 2007."

SECTION 3. Representations and Warranties of Borrower and the

Guarantors.

To induce Administrative Agent, Collateral Agent and Requisite

Lenders to execute and deliver this Second 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 Second Amendment and all

documents and instruments delivered in connection herewith and

the Amended 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 Second Amendment and all documents and

instruments delivered in connection herewith, the Amended

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 Second 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 Second Amendment, the Amended 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 Amended

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 Second Amendment, the Amended

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 Second Amendment, the Amended Forbearance

Agreement, the Credit Agreement or any other Credit Document).

Each such party (i) further acknowledges receipt of a copy of

this Second 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 Amended 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

Second 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 Amended Forbearance

Agreement, the Credit Agreement or other Credit Documents.

SECTION 5. Reference to and Effect upon the Amended Forbearance

Agreement and the Credit Documents.

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

conditions, covenants, representations and warranties contained

in the Amended 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 Amended

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 Amended Forbearance Agreement, the

Credit Agreement or any other Credit Document.

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

delivery and effectiveness of this Second 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 Ev