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 delivered in connection
herewith.

(d) No Lender or other Secured Party has waived or is by
this Amendment waiving, and no Lender or other Secured Party has
any intention of waiving (regardless of any delay in exercising
such rights and remedies), any Default or Event of Default which
may be continuing on the date hereof or any Event of Default
which may occur after the date hereof (whether the same or
similar to the Existing Defaults or otherwise), and no Lender or
any other Secured Party has agreed to forbear with respect to
any of its rights or remedies concerning any Events of Default
(other than, during the Forbearance Period, the Existing
Defaults solely to the extent expressly set forth herein), which
may have occurred or are continuing as of the date hereof, or
which may occur after the date hereof.

(e) Borrower and each Guarantor each agrees and
acknowledges that the Lenders' agreement to forbear from
exercising certain of their default-related rights and remedies
with respect to the Existing Defaults during the Forbearance
Period does not in any manner whatsoever limit any Lender's or
other Secured Party's right to insist upon strict compliance by
Borrower and the Guarantors with the Credit Agreement, the
Forbearance Agreement, this Amendment or any other Credit
Document during the Forbearance Period, except as related to the
Existing Defaults to the extent provided herein and otherwise as
expressly set forth herein.

(f) This Amendment shall not be deemed or construed to
be a satisfaction, reinstatement, novation or release of the
Forbearance Agreement, the Credit Agreement or any other Credit
Document.

SECTION 6. Costs and Expenses.

In addition to (to the extent not otherwise provided in the
Forbearance Agreement and the Credit Agreement), and not in lieu
of, the terms of the Forbearance Agreement, the Credit Agreement
and other Credit Documents relating to the reimbursement of fees
and expenses, Borrower shall reimburse Administrative Agent and
the other Lenders, as the case may be, promptly on demand for
all fees, costs, charges and expenses, including the fees, costs
and expenses of counsel and other expenses, incurred in
connection with this Amendment and the other agreements and
documents executed and/or delivered in connection herewith.

SECTION 7. Governing Law; Consent to Jurisdiction and Venue.

THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.  ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER AND/OR ANY
GUARANTOR ARISING OUT OF OR RELATING HERETO OR ANY OTHER CREDIT
DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE
OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY
AND CITY OF NEW YORK.  BY EXECUTING AND DELIVERING THIS
AMENDMENT, BORROWER AND EACH GUARANTOR, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS
GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND
VENUE OF SUCH COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON
CONVENIENS; (C) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE BORROWER OR THE
APPLICABLE GUARANTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH
SECTION 10.1 OF THE CREDIT AGREEMENT; (D) AGREES THAT SERVICE AS
PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER THE BORROWER AND/OR THE APPLICABLE GUARANTOR
IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE
CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND
(E) AGREES THAT AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING
PROCEEDINGS AGAINST BORROWER OR ANY CREDIT PARTY IN THE COURTS
OF ANY OTHER JURISDICTION.

SECTION 8. Construction.

This Amendment and all other agreements and documents executed
and/or delivered in connection herewith have been prepared
through the joint efforts of all of the parties hereto.  Neither
the provisions of this Amendment or any such other agreements
and documents nor any alleged ambiguity therein shall be
interpreted or resolved against any party on the ground that
such party or its counsel drafted this Amendment or such other
agreements and documents, or based on any other rule of strict
construction.  Each of the parties hereto represents and
declares that such party has carefully read this Amendment and
all other agreements and documents executed in connection
therewith, and that such party knows the contents thereof and
signs the same freely and voluntarily.  The parties hereto
acknowledge that they have been represented by legal counsel of
their own choosing in negotiations for and preparation of this
Amendment and all other agreements and documents executed in
connection herewith and that each of them has read the same and
had their contents fully explained by such counsel and is fully
aware of their contents and legal effect.  If any matter is left
to the decision, right, requirement, request, determination,
judgment, opinion, approval, consent, waiver, satisfaction,
acceptance, agreement, option or discretion of one or more
Lenders, the other Secured Parties or their respective
employees, counsel, or agents in the Forbearance Agreement, the
Credit Agreement or any other Credit Documents, such action
shall be deemed to be exercisable by such Lenders, such other
Secured Parties or such other Person in its sole and absolute
discretion and according to standards established in its sole
and absolute discretion.  Without limiting the generality of the
foregoing, "option" and "discretion" shall be implied by the use
of the words "if" and "may."

SECTION 9. Counterparts.

This Amendment may be executed in any number of counterparts,
each of which when so executed shall be deemed an original, but
all such counterparts shall constitute one and the same
instrument, and all signatures need not appear on any one
counterpart.  Any party hereto may execute and deliver a
counterpart of this Amendment by delivering by facsimile or
other electronic transmission a signature page of this Amendment
signed by such party, and any such facsimile or other electronic
signature shall be treated in all respects as having the same
effect as an original signature.  Any party delivering by
facsimile or other electronic transmission a counterpart
executed by it shall promptly thereafter also deliver a manually
signed counterpart of this Amendment.

SECTION 10. Severability.

The invalidity, illegality, or unenforceability of any provision
in or obligation under this Amendment in any jurisdiction shall
not affect or impair the validity, legality, or enforceability
of the remaining provisions or obligations under this Amendment
or of such provision or obligation in any other jurisdiction.
If feasible, any such offending provision shall be deemed
modified to be within the limits of enforceability or validity;
however, if the offending provision cannot be so modified, it
shall be stricken and all other provisions of this Amendment in
all other respects shall remain valid and enforceable.

SECTION 11. Time of Essence.

Time is of the essence in the performance of each of the
obligations of Borrower and the Guarantors hereunder and with
respect to all conditions to be satisfied by such parties.

SECTION 12. No Other Creditor Action.

The Lenders' and the other Secured Parties' obligations to
forbear are expressly conditioned upon all other creditors of
Borrower and the Guarantors (including, without limitation,
trade creditors) refraining or otherwise forbearing from
exercising remedies or otherwise taking any enforcement action
against Borrower, any Guarantor or the Collateral (including,
without limitation, acceleration of indebtedness) during the
Forbearance Period.  In the event that any such creditor takes
any such action, all of the Lenders' and the other Secured
Parties' obligations hereunder and under the Forbearance
Agreement shall automatically and immediately terminate without
further notice (provided, that, without limitation of this
Section 12, the Administrative Agent agrees to give notice of
such event to the Borrower (it being understood that the failure
to give such notice will not prevent the operation of this
Section 12 and that the Administrative Agent shall have no
liability to the Borrower, any of its Subsidiaries or their
respective affiliates for the failure to give such notice)) or
demand.

SECTION 13. Further Assurances.

Borrower and each Guarantor agrees to take all further actions
and execute all further documents as Administrative Agent may
from time to time reasonably request to carry out the
transactions contemplated by this Amendment, the Forbearance
Agreement and all other agreements executed and delivered in
connection herewith.

SECTION 14. Section Headings.

Section headings in this Amendment are included herein for
convenience of reference only and shall not constitute part of
this Amendment for any other purpose.

SECTION 15. Notices.

All notices, requests, and demands to or upon the respective
parties hereto shall be given in accordance with the Credit
Agreement.

SECTION 16. Effectiveness.

This Amendment shall become effective when all of the following
conditions precedent have been met (or waived) as determined by
Administrative Agent and the Requisite Lenders in their sole
discretion:

(a) Amendment.  Administrative Agent shall have received
duly executed signature pages for this Amendment signed by
Administrative Agent, Collateral Agent, Requisite Lenders,
Borrower and the Guarantors.

(b) Representations and Warranties.  The representations
and warranties contained herein shall be true and correct, and
no Forbearance Default, Default or Event of Default, other than
the Existing Defaults, shall exist on the date hereof.
Each of the parties confirms that, upon the effectiveness of
this Amendment, the Forbearance Agreement as amended by this
Amendment shall be effective as of July 23, 2007.

SECTION 17. Waivers by Borrower and the Guarantors.

(a) Waiver of Jury Trial Right and Other Matters.
BORROWER AND EACH OF THE GUARANTORS EACH HEREBY WAIVES (i) THE
RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR
COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS
AMENDMENT, THE FORBEARANCE AGREEMENT, THE CREDIT AGREEMENT, ANY
OF THE OTHER CREDIT DOCUMENTS, THE OBLIGATIONS OR THE
COLLATERAL; (ii) PRESENTMENT, DEMAND AND PROTEST, AND NOTICE OF
PRESENTMENT, PROTEST, DEFAULT, NONPAYMENT, MATURITY, RELEASE
WITH RESPECT TO ALL OR ANY PART OF THE OBLIGATIONS OR ANY
COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS,
INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY
ANY LENDER ON WHICH BORROWER OR ANY GUARANTOR MAY IN ANY WAY BE
LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER SUCH LENDER MAY
DO IN THIS REGARD; (iii) NOTICE PRIOR TO TAKING POSSESSION OR
CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE
REQUIRED BY ANY COURT PRIOR TO ALLOWING ANY LENDER TO EXERCISE
ANY OF THEIR RESPECTIVE RIGHTS AND REMEDIES; (iv) THE BENEFIT OF
ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS AND ALL RIGHTS
WAIVABLE UNDER ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE; (v) ANY
RIGHT BORROWER OR ANY GUARANTOR MAY HAVE UPON PAYMENT IN FULL OF
THE OBLIGATIONS TO REQUIRE ANY LENDER OR OTHER SECURED PARTY TO
TERMINATE ITS SECURITY INTEREST IN THE COLLATERAL OR IN ANY
OTHER PROPERTY OF BORROWER OR ANY GUARANTOR UNTIL TERMINATION OF
THE CREDIT AGREEMENT IN ACCORDANCE WITH ITS TERMS AND THE
EXECUTION BY BORROWER, AND BY ANY PERSON WHO PROVIDES FUNDS TO
BORROWER WHICH ARE USED IN WHOLE OR IN PART TO SATISFY THE
OBLIGATIONS, OF AN AGREEMENT INDEMNIFYING ANY OR ALL OF THE
LENDERS AND THE OTHER SECURED PARTIES FROM ANY LOSS OR DAMAGE
ANY SUCH PARTY MAY INCUR AS THE RESULT OF DISHONORED CHECKS OR
OTHER ITEMS OF PAYMENT RECEIVED BY SUCH LENDER OR OTHER SECURED
PARTY FROM BORROWER, OR ANY ACCOUNT DEBTOR AND APPLIED TO THE
OBLIGATIONS AND RELEASING AND INDEMNIFYING, IN THE SAME MANNER
AS DESCRIBED IN SECTION 7 OF THE FORBEARANCE AGREEMENT, THE
RELEASEES FROM ALL CLAIMS ARISING ON OR BEFORE THE DATE OF SUCH
TERMINATION STATEMENT; AND (vi) NOTICE OF ACCEPTANCE HEREOF, AND
BORROWER THE GUARANTORS EACH ACKNOWLEDGES THAT THE FOREGOING
WAIVERS ARE A MATERIAL INDUCEMENT TO ADMINISTRATIVE AGENT'S AND
SIGNING LENDER'S ENTERING INTO THIS AMENDMENT AND THAT SUCH
PARTIES ARE RELYING UPON THE FOREGOING WAIVERS IN THEIR FUTURE
DEALINGS WITH BORROWER AND THE GUARANTORS.  BORROWER AND THE
GUARANTORS EACH WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE
FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY AND
VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION
WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, THIS AMENDMENT
MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

SECTION 18. Assignments; No Third Party Beneficiaries.

This Amendment shall be binding upon and inure to the benefit of
Borrower, the Guarantors, the Lenders and the other Secured
Parties and their respective successors and assigns; provided,
that neither Borrower nor any Guarantor shall be entitled to
delegate any of its duties hereunder and shall not assign any of
its rights or remedies set forth in this Amendment without the
prior written consent of Administrative Agent in its sole
discretion.  No Person other than the parties hereto, and in the
case of Section 7 of the Forbearance Agreement, the Releasees,
shall have any rights hereunder or be entitled to rely on this
Amendment and all third-party beneficiary rights (other than the
rights of the Releasees under Section 7 of the Forbearance
Agreement) are hereby expressly disclaimed.

SECTION 19. Final Agreement.

This Amendment, the Forbearance Agreement, the Credit Agreement,
the other Credit Documents, and the other written agreements,
instruments, and documents entered into in connection therewith
(collectively, the "Borrower/Lender Documents") set forth in
full the terms of agreement between the parties hereto and
thereto and are intended as the full, complete, and exclusive
contracts governing the relationship between such parties,
superseding all other discussions, promises, representations,
warranties, agreements, and understandings between the parties
with respect thereto.  No term of the Borrower/Lender Documents
may be modified or amended, nor may any rights thereunder be
waived, except in a writing signed by the party against whom
enforcement of the modification, amendment, or waiver is sought.
Any waiver of any condition in, or breach of, any of the
foregoing in a particular instance shall not operate as a waiver
of other or subsequent conditions or breaches of the same or a
different kind.  Administrative Agent's, any Lender's or any
other Secured Party's exercise or failure to exercise any rights
or remedies under any of the foregoing in a particular instance
shall not operate as a waiver of its right to exercise the same
or different rights and remedies in any other instances.  There
are no oral agreements among the parties hereto.

SECTION 20. Administrative Agent.

The Requisite Lenders hereby authorize the Administrative Agent
to execute this Amendment.

                   Signature pages to follow


IN WITNESS WHEREOF, as of the date of effectiveness of the
Forbearance Agreement, the duly authorized representatives
of the parties have caused this Amendment to be executed
and acknowledge that they have read and understood this
Amendment.

MOVIE GALLERY, INC.

By:
Name:
Title:


GOLDMAN SACHS CREDIT PARTNERS
L.P., as Administrative Agent and
a Lender

By:
Authorized Signatory


WACHOVIA BANK, NATIONAL
ASSOCIATION, as Collateral Agent
and a Lender

By:
Name:
Title:


[LENDER]

By:
Name:
Title:


RATIFICATION OF OBLIGATIONS

Each of the undersigned Guarantors hereby acknowledges, agrees
and consents to the foregoing Amendment and agrees that the
guaranty under the Credit Agreement and each of the other Credit
Documents remain in full force and effect, and the Guarantors
confirm and ratify all of their obligations under the
Forbearance Agreement and each Credit Document to which such
Guarantor is a party.

MOVIE GALLERY US, LLC

By: Movie Gallery, Inc., its Manager
and Sole Member

By:
Name:
Title:


M.G. DIGITAL, LLC

By: Movie Gallery US, LLC, its Manager
and Sole Member

By: Movie Gallery, Inc., its Manager
and Sole Member

By:
Name:
Title:


M.G.A REALTY I, LLC

By: Movie Gallery US, LLC, its Manager
and Sole Member

By: Movie Gallery, Inc., its Manager and
Sole Member

By:
Name:
Title:


HOLLYWOOD ENTERTAINMENT CORPORATION

By:
Name:
Title:


MG AUTOMATION LLC

By: Hollywood Entertainment
Corporation, its Manager and Sole
Member

By:
Name:
Title: