EXHIBIT 10.45


 


Image
Entertainment, Inc.


 


Code of Ethics Policy


 


Effective November 1, 2003


 


Policy
and Purpose


 


As a public company, Image
Entertainment, Inc. (“Image”) takes very seriously its obligations to honestly
and accurately report its financial results and related information.  Image strives to comply with all applicable
securities laws and regulations, accounting standards, accounting controls, and
audit practices.


 


Code
of Ethics


 


The following rules constitute
Image’s Code of Ethics (the “Code”), which shall operate as the written
standards that Image believes are reasonably necessary to deter potential
wrongdoing by Image’s principal executive officer, principal financial officer,
principal accounting officer or controller, and other persons in positions of
authority who may be capable of compromising financial integrity.  In addition to these specified positions, all Image
employees will also be held accountable for adhering to and promoting the
following:


 


Because of Image’s high level of commitment
to financial integrity:


 


•                                          Image
expects and requires that any and all of its officers, employees, contractors,
subcontractors, and agents engaged in the auditing and reporting of its
financial statements will conduct themselves in an honest and ethical manner
and in accordance with generally accepted auditing and professional standards.


 


•                                          Image
expects and requires that any and all of its officers, employees, contractors,
subcontractors, and agents involved in the reporting of financial information,
including periodic reports filed with the SEC, earnings press releases and
financial information and projections provided to analysts and rating agencies,
fairly present in all material respects the financial condition and results of
operations of Image, and that such disclosures are made in a full, fair,
accurate, timely, and understandable way.


 


•                                          Every
Image employee, and members of our immediate families, will avoid any situation
that may create, seem to create, or be perceived to create a conflict between
our personal interests and the interests of Image.  We will take necessary steps to avoid improper reporting
relationships and not directly or indirectly supervise or report to persons
with whom we have a family or close personal relationship.


 

















 


•                                          Image
cannot and will not tolerate behavior by any of its officers, employees,
contractors, subcontractors, or agents that would result or does result in a
financial report that contains untrue statements of a material fact or omits
material facts that render any portion of that report misleading.  Image’s employees shall perform their duties
in a manner that complies with applicable governmental laws, rules and
regulations.


 


•                                          Image
cannot and will not tolerate any behavior that would constitute securities
fraud, mail fraud, bank fraud, or wire fraud.


 


•                                          Image
cannot and will not tolerate behavior by any of its officers, employees,
contractors, subcontractors, or agents that violates, or is intended to
violate, any rule or regulation of the SEC, or any provision of applicable
state or Federal law relating to fraud against shareholders.


 


In addition to agreeing to
abide by the Code, Image’s principal executive officer, principal financial
officer, and, as necessary, other persons in positions of authority who may be
capable of compromising financial integrity will sign a certification of
preparation under the requirements of the Code for each of the periodic reports
on Form 10-Q and the annual report on Form 10-K.


 


Implementation


 


Image expects your full cooperation
in enforcing this Policy.  Image’s
intent in preparing, implementing, and distributing this Policy is to ensure
compliance with federal, state, and local laws and to protect the interests of
Image, its shareholders, and the public.


 


Nothing in this Policy is
intended to create a contract between Image and any officer or employee of
Image.


 

















 


Image
Entertainment, Inc.


 


Code of Ethics Policy


 


Effective November 1, 2003


 


EXHIBIT A


 


Certification of Preparation
for Periodic and Annual Reports


 


In my role as
        (title)         
of Image Entertainment, Inc., I certify that I have adhered to and advocated
the following principles and responsibilities governing my professional and
ethical conduct with respect to the preparation of
         (current periodic or
annual
report)           .


 


To the best of my knowledge and
ability:


 


•                                          I
acted with honesty and integrity, avoiding actual or apparent conflicts of
interest in personal and professional relationships.


 


•                                          I
provided all officers, employees, contractors, subcontractors, and agents with
information that is accurate, complete, objective, relevant, timely and
understandable.


 


•                                          I
complied with rules and regulations of federal, state, and local governments,
and other appropriate private and public regulatory agencies.


 


•                                          I
acted in good faith, responsibly, with due care, competence and diligence,
without misrepresenting material facts or allowing my independent judgment to
be subordinated.


 


•                                          I
respected the confidentiality of information acquired in the course of my work
except when authorized or otherwise legally obligated to disclose.  Confidential information acquired in the
course of my work is not used to personal advantage.


 


•                                          I
shared knowledge and maintained skills important and relevant to the needs of
the officers, employees, contractors, subcontractors, and agents.


 


•                                          I
proactively promoted ethical behavior as a responsible partner among my peers
in my work environment.


 


•                                          I
achieved responsible use of and control over all assets and resources employed
or entrusted to me.


 


 


	
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RECEIPT AND ACKNOWLEDGMENT


 


All Image Entertainment, Inc.
(“Image”) employees, directors, contractors, subcontractors and agents are
responsible for reading, understanding and following the principles outlined in
this policy.  Please sign this page and
return it to Human Resources.


 


I acknowledge that I have
received and will comply with the Image Code of Ethics Policy dated November 1,
2003.  I understand and agree that this
policy is not
an employment contract between Image and me.


 


I understand that if I have
questions related to the standards of conduct outlined in the Code of Ethics, I
am to discuss them promptly with my supervisor, Human Resources or General
Counsel.


 


 


	
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