FORM OF INDEMNIFICATION AND TAX MATTERS AGREEMENT

Exhibit 10.3

FORM OF INDEMNIFICATION AND TAX MATTERS AGREEMENT

        This INDEMNIFICATION AND TAX MATTERS AGREEMENT (this "Agreement"), dated as of [                        ], 2007, is by and between DG FastChannel, Inc., a Delaware corporation (the "Purchaser"), and New 360, a California corporation (the "PPB Sub"). 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 that certain 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 the PPB Sub, a wholly-owned subsidiary of the Company (as amended or supplemented, the "Merger Agreement"), pursuant to which, among other things, the Purchaser shall acquire the ADS Business of the Company;

        WHEREAS, the PPB Sub is a party to that certain Contribution Agreement, dated as of April 16, 2007, by and among the PPB Sub, the Purchaser and the Company (as amended or supplemented, the "Contribution Agreement"), pursuant to which, among other things, the PPB Sub acquired the non-ADS Business of the Company;

        WHEREAS, upon the consummation of the transactions contemplated by the Merger Agreement, the Purchaser shall become the successor-in-interest to the Company under the Contribution Agreement; and

        WHEREAS, 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.    INDEMNIFICATION

        (a)    Indemnification by the PPB Sub.    Subject to the provisions of this Agreement, from and after the Acceptance Date, the PPB Sub shall indemnify, defend and hold harmless the Purchaser and each of its affiliates and each of the Purchaser's and its affiliates' respective officers, directors, employees, agents and representatives (collectively, the "Purchaser Indemnified Parties") from and against any and all losses, Liabilities, damages, deficiencies, claims, awards, fines, penalties, judgments, Taxes, settlements, compromises, costs and expenses (including the costs of reasonable investigation and accountants' and attorneys' fees), whether or not involving any third party claims (collectively and individually, "Losses"), arising out of, resulting from or relating to (i) any of the Assumed Liabilities (other than Taxes) or (ii) any real property lease that would constitute an Excluded Asset but for the failure of the Company to obtain a third party's consent to the assignment of such lease to the PPB Sub.

        (b)    Indemnification by the Purchaser.    Subject to the provisions of this Agreement, from and after the Acceptance Date, the Purchaser shall indemnify, defend and hold harmless the PPB Sub and each of its affiliates and each of the PPB Sub's and its affiliates' respective officers, directors, employees, agents and representatives (collectively, the "PPB Indemnified Parties") from and against any and all Losses arising out of, resulting from or relating to any of the Retained Liabilities (other than Taxes).

        (c)    Claim Procedure.    

        (i)    Upon receipt by the party seeking indemnification (the "Indemnified Party") from a third party of notice of any action, suit, proceeding, claim, demand or assessment against such Indemnified Party which might give rise to a claim for Losses under Section 1(a) or Section 1(b) (a "Claim Notice"), the Indemnified Party (or the Purchaser or the PPB Sub, as applicable, on behalf

of an Indemnified Party) shall promptly give written notice thereof to the party from which indemnification is sought (the "Indemnifying Party") indicating in reasonable detail the nature of such claim and the basis therefor, along with copies of any notice and documents related to such claim; provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have actually been materially prejudiced as a result of such failure. The Indemnifying Party shall have the right to participate in the defense of and (subject to Section 1(c)(ii) below), at its option, to assume the defense of, at its own expense and by its own counsel, any such matter in respect of which a Claim Notice has been provided as to which either (x) the Indemnifying Party shall have acknowledged its obligation to indemnify the Indemnified Party in respect of all Losses associated therewith or (y) the Indemnifying Party shall have agreed to pay the reasonable fees, costs and expenses of one separate counsel in each applicable jurisdiction to the Indemnified Party, who shall be entitled to participate in the defense of such matter pursuant to this Section 1(c). If the Indemnifying Party shall, in accordance with the preceding sentence, assume the defense of any such matter, it shall promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party shall, at the expense of the Indemnifying Party, agree to cooperate fully with the Indemnifying Party and its counsel in the defense of such matter; provided, however, that the Indemnifying Party's counsel shall be reasonably satisfactory to the Indemnified Party and the Indemnifying Party shall not settle or consent to any judgment relating to any such matter without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld); provided, further, however, that the immediately preceding proviso shall not apply in the case of any settlement that unconditionally releases the Indemnified Party completely in connection with such matter and that provides relief solely of money damages borne by the Indemnifying Party.

        (ii)   Notwithstanding an election by the Indemnifying Party to assume the defense of such matter, such Indemnified Party shall have the right to employ separate counsel and to participate in the defense of such matter at its own expense. The Indemnifying Party shall bear the reasonable fees, costs and expenses of one such separate counsel in each applicable jurisdiction (and pay such fees, costs and expenses at least quarterly) if, but only if, (A) the Indemnified Party shall have reasonably concluded that (1) there may be a conflict of interest (including one or more legal defenses or counterclaims available to it or to other Indemnified Parties which are different from or additional to those available to the Indemnifying Party) that would make it inappropriate in the reasonable judgment of the Indemnified Party (after consulting in good faith with outside counsel) for the same counsel to represent both the Indemnified Party and the Indemnifying Party or (2) the claim seeks nonmonetary relief which, if granted, could materially and adversely affect the Indemnified Party or its affiliates (in which case, notwithstanding any other terms of this Agreement, the Indemnifying Party shall not have the right to direct the defense of such matter on behalf of the Indemnified Party); (B) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such Indemnified Party to represent such Indemnified Party within a reasonable time after notice of the institution of any action or proceeding relating to such matter; or (C) the Indemnifying Party shall authorize such Indemnified Party to employ separate counsel at the Indemnifying Party's expense, including pursuant to clause (i)(y) of this Section 1(c). In addition, the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party as to a matter for any period during which the Indemnifying Party has not assumed the defense thereof. In the event the Indemnifying Party does not assume control of the defense of any matter as provided above, the Indemnified Party shall have the right to undertake the defense, compromise and settlement of such matter; provided, however, that, whether or not the Indemnifying Party assumes the defense of any such matter, the Indemnified Party shall not admit any liability with respect to, or settle or consent to any judgment relating to, any such matter without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld). In any event, the Indemnified Party and its counsel, on the one hand, and

2

the Indemnifying Party and its counsel, on the other hand, shall cooperate with each other in the defense of the matter. All out-of-pocket costs and expenses incurred in connection with an Indemnified Party's cooperation shall be borne by the Indemnifying Party. In any event, the Indemnified Party shall have the right at its own expense to participate in the defense of such matter.

        (iii)  Notwithstanding anything in this Section 1(c) to the contrary, this Section 1(c) shall not apply, and Section 2 shall apply to the extent of any claims or other matters in connection with Taxes.

        (iv)  In the event any Indemnified Party has a claim against any Indemnifying Party under Section 1(a) or Section 1(b) that does not involve a third party, the Indemnified Party (or the Purchaser or the PPB Sub, as applicable, on behalf of an Indemnified Party) shall promptly deliver written notice thereof to the Indemnifying Party indicating in reasonable detail the nature of such claim and the basis therefor, along with copies of any notice and documents related to such claim; provided, however, that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have actually been materially prejudiced as a result of such failure. The Indemnifying Party shall notify the Indemnified Party within ten (10) business days following its receipt of such notice if the Indemnifying Party disputes its liability to the Indemnified Party under this Agreement. If the Indemnifying Party does not so notify the Indemnified Party, the claim specified by the Indemnified Party in such notice shall be conclusively deemed to be a liability of the Indemnifying Party under this Agreement, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. If the Indemnifying Party has timely disputed its liability with respect to such claim as provide above, the Indemnifying Party and the Indemnified Party shall resolve such dispute in accordance with Section 3(c).

        (d)    Waiver and Release by the PPB Sub.    From and after the Acceptance Date, the PPB Sub shall not have any right of contribution or indemnification against the Purchaser or the Company. Effective as of the Acceptance Date, the PPB Sub, on behalf of itself and each of its past, present and future affiliates, beneficiaries and assigns (the "PPB Sub Related Persons"), hereby releases and forever discharges the Purchaser and the Company and each of their respective past, present and future affiliates, subsidiaries, stockholders, successors and assigns, and their respective officers, directors, employees, agents and representatives (collectively, "Purchaser Releasees"), from any and all claims, demands, proceedings, causes of action, court orders, obligations, contracts, agreements (express or implied), debts and liabilities under or relating to the Purchaser or the Company (including any liability or obligation arising under or pursuant to any employment agreement or other compensation arrangement) whether known or unknown, suspected or unsuspected, both at law and in equity, which the PPB Sub or any of the PPB Sub Related Persons now has, has ever had or hereafter has against the respective Purchaser Releasees. Notwithstanding the foregoing, the PPB Sub does not release, and this Section 1(d) shall not be deemed to affect, any obligation of the Purchaser pursuant to this Agreement, the Merger Agreement, the Contribution Agreement, the Working Capital Reconciliation Agreement, the PPB Services Agreement or the Noncompetition Agreement.

        (e)    Waiver and Release by the Company.    From and after the Acceptance Date, the Company shall not have any right of contribution or indemnification against the PPB Sub. Effective as of the Acceptance Date, the Company, on behalf of itself and each of its past, present and future affiliates, beneficiaries and assigns (the "Company Related Persons"), hereby releases and forever discharges the PPB Sub and each of its respective past, present and future affiliates, subsidiaries, stockholders, successors and assigns, and their respective officers, directors, employees, agents and representatives (collectively, "PPB Sub Releasees"), from any and all claims, demands, proceedings, causes of action,

3

court orders, obligations, contracts, agreements (express or implied), debts and liabilities under or relating to the PPB Sub (including any liability or obligation arising under or pursuant to any employment agreement or other compensation arrangement) whether known or unknown, suspected or unsuspected, both at law and in equity, which the Company or any of the Company Related Persons now has, has ever had or hereafter has against the respective PPB Sub Releasees. Notwithstanding the foregoing, the Company does not release, and this Section 1(e) shall not be deemed to affect, any obligation of the PPB Sub pursuant to this Agreement, the Merger Agreement, the Contribution Agreement, the Working Capital Reconciliation Agreement, the PPB Services Agreement or the Noncompetition Agreement.

        (f)    Exclusive Remedy.    The rights of the Purchaser Indemnified Parties and the PPB Indemnified Parties to receive indemnification pursuant to this Agreement (i) shall apply without regard to, and shall not be subject to, any limitation by reason of set-off and (ii) are intended to be comprehensive and not to be limited by any requirements of law concerning prominence of language or waiver of any legal right under any law. Notwithstanding