**GENIUS
      PRODUCTS, INC.**




**REGISTRATION
      RIGHTS AGREEMENT**




**THIS
      REGISTRATION RIGHTS AGREEMENT** (this
“ Agreement ”)
      is
      made and entered into as of July 21, 2006 by and between Genius Products, Inc.,
      a Delaware corporation (the “ Company ”),
      and
      The Weinstein Company LLC, a Delaware limited liability company for itself
      and
      on behalf of all other Holders of Registrable Securities (the “ Investor ”).




WHEREAS,
      the Company and the Investor are parties to that certain Master Contribution
      Agreement, dated as of December 5, 2005, as amended (the “ Contribution
      Agreement ”),
      pursuant to which, among other things, the Company agreed to contribute
      substantially all of its assets and certain liabilities to The Weinstein Company
      Funding LLC, a Delaware limited liability company (which has been renamed
“Genius Products, LLC” prior to the date hereof) (the “ Distributor ”),
      and
      as a result thereof the Company and the other members of the Distributor will
      have specified membership interests in the Distributor as set forth
      therein.




WHEREAS,
      the sole asset of the Distributor prior to the contribution of assets and
      liabilities by the Company will be home video distribution rights with respect
      to certain entertainment properties of the Investor pursuant to the Video
      Distribution Agreement (as such term is defined in the Contribution Agreement).




WHEREAS,
      the obligations in the Contribution Agreement are conditioned upon, among other
      things, the execution and delivery of this Agreement by the Investor and the
      Company.




NOW,
      THEREFORE, in consideration of the foregoing, the mutual promises set forth
      herein and other good and valuable consideration, the receipt of which is hereby
      acknowledged, the parties hereto agree as follows:




**1.**
              **Registration
                Rights.**





**1.1**
              **Definitions.**





For
      purposes of this Agreement:




(a) “ Class W
      Units ”
means
      that certain class of units granted to the Investor pursuant to the Contribution
      Agreement, which units represent a membership interest in the
      Distributor.




(b) “ Common
      Stock ”
means
      the common stock, $0.0001 par value per share, of the Company.




(c) “ Disclosure
      Package ”
means
      (i) the preliminary prospectus, (ii) each Free Writing Prospectus and (iii)
      all
      other information that is deemed, under Rule 159 under the Securities Act,
      to
      have been conveyed to purchasers of securities at the time of sale (including,
      without limitation, a contract of sale).




(d) “ Exchange
      Act ”
means
      the Securities Exchange Act of 1934, as amended.




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(e) “ Form S-3 ”
means
      such form under the Securities Act as in effect on the date hereof or any
      successor form under the Securities Act subsequently adopted by the SEC which
      permits inclusion or incorporation of substantial information by reference
      to
      other documents filed by the Company with the SEC.




(f) “ Free
      Writing Prospectus ”
means
      any “free writing prospectus,” as defined in Rule 405 of the Securities
      Act.




(g) “ Hedging
      Counterparty ”
means
      a
      broker-dealer registered under Section 15(b) of the Exchange Act or an
      affiliate thereof or any other financial institution or third
      party.




(h) “ Hedging
      Transaction ”
means
      any transaction involving a security linked to the Registrable Class Securities
      or any security that would be deemed to be a “derivative security” (as defined
      in Rule 16a-1(c) under the Exchange Act) with respect to the Registrable Class
      Securities or any transaction (even if not a security) which would (were it
      a
      security) be considered such a derivative security, or which transfers some
      or
      all of the economic risk of ownership of the Registrable Class Securities,
      including, without limitation, any forward contract, equity swap, put or call,
      put or call equivalent position, collar, non-recourse loan, sale of exchangeable
      security or similar transaction. For the avoidance of doubt, the following
      transactions shall be deemed to be Hedging Transactions:




(i) transactions
      by a Holder in which a Hedging Counterparty engages in short sales of
      Registrable Class Securities pursuant to a prospectus and may use Registrable
      Securities to close out its short position;




(ii)  transactions
      pursuant to which a Holder sells short Registrable Class Securities pursuant
      to
      a prospectus and delivers Registrable Securities to close out its short
      position; and




(iii)  transactions
      by a Holder in which the Holder delivers, in a transaction exempt from
      registration under the Securities Act, Registrable Securities to the Hedging
      Counterparty who will then publicly resell or otherwise transfer such
      Registrable Securities pursuant to a prospectus or an exemption from
      registration under the Securities Act.




(i) “ Holder ”
means
      any person owning or having the right to acquire Registrable Securities or
      any
      assignee thereof in accordance with Section 1.11 hereof.




(j) “ Limited
      Liability Company Agreement ”
means
      the Amended and Restated Limited Liability Company Agreement of Genius Products,
      LLC, dated as of July 21, 2006, by and among the Company, the Investor and
      the
      Distributor.




(k) “ Public
      Sale ”
means
      any sale of Registrable Securities to the public pursuant to a public offering
      registered under the Securities Act or to the public through a broker or
      market-maker pursuant to the provisions of Rule 144 (or any successor rule)
      adopted under the Securities Act or any other public offering not required
      to be
      registered under the Securities Act.




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(l) “ Register ,”
      “ registered ”
and
      “ registration ”
refer
      to a registration effected by preparing and filing a registration statement
      or
      similar document in compliance with the Securities Act, and the declaration
      or
      ordering of effectiveness of such registration statement or
      document.




(m) “ Registrable
      Class Securities ”
means
      securities of the Company that are of the same class and series as the
      Registrable Securities.




(n) “ Registrable
      Securities ”
means
      (i) the Common Stock issued or issuable upon redemption of the Class W
      Units pursuant to the Limited Liability Company Agreement; (ii) any Common
      Stock issued as (or issuable upon the conversion or exercise of any warrant,
      right or other security that is issued as) a dividend or other distribution
      with
      respect to, or in exchange for or in replacement of the shares referenced in
      (i)
      above; and (iii) any other securities of the Company acquired by the Investor
      or
      its affiliates after the date of this Agreement; provided, that Registrable
      Securities shall not include shares of Common Stock previously (A) sold in
      a Public Sale or (B) sold in a transaction in which the transferor’s rights
      are not assigned.




(o) The
      number of shares of “ Registrable
      Securities then outstanding ”
shall
      be determined by the number of shares of Common Stock outstanding which are,
      and
      the number of shares of Common Stock issuable pursuant to then exercisable
      or
      convertible securities which are, Registrable Securities.




(p) The
      term
“ SEC ”
means
      the Securities and Exchange Commission.




(q) “ Securities
      Act ”
means
      the Securities Act of 1933, as amended.




**1.2**
                **Request
                    for Registration.**


(a) If
      the
      Company shall receive a written request from the Holders of at least a majority
      of the Registrable Securities then outstanding (the “ Initiating
      Holders ”)
      that
      the Company file a registration statement under the Securities Act covering
      the
      registration of at least 10% of the Registrable Securities then outstanding,
      or
      a lesser percent if the anticipated aggregate offering price, net of
      underwriting discounts and commissions, would exceed $2.5 million, then the
      Company shall:




(i)  within
      ten (10) days of the receipt thereof, give written notice of such request
      to all Holders; and




(ii)  use
      reasonable best efforts to effect promptly, the registration under the
      Securities Act of all Registrable Securities which the Holders request to be
      registered, subject to the limitations of subsection 1.2(b), in a written
      request received by the Company within twenty (20) days of the making of
      the notice pursuant to Section 1.2(a)(i).




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(b) If
      the
      Initiating Holders intend to distribute the Registrable Securities covered
      by
      their request by means of an underwriting, they shall so advise the Company
      as a
      part of their request made pursuant to subsection 1.2(a) and the Company
      shall include such information in the written notice referred to in
      subsection 1.2(a). The underwriter or underwriters will be selected by a
      majority in interest of the Initiating Holders and shall be reasonably
      acceptable to the Company. In such event, the right of any Holder to include
      Registrable Securities in such registration shall be conditioned upon such
      Holder’s participation in such underwriting and the inclusion of such Holder’s
      Registrable Securities in the underwriting (unless otherwise mutually agreed
      by
      a majority in interest of the Initiating Holders and such Holder) to the extent
      provided herein. All Holders proposing to distribute their securities through
      such underwriting shall (together with the Company as provided in
      subsection 1.5(e)) enter into an underwriting agreement in customary form
      with the underwriter or underwriters selected for such underwriting.
      Notwithstanding any other provision of this Section 1.2, if the managing
      underwriter advises the Company and the Initiating Holders in writing that
      marketing factors require a limitation of the number of shares to be
      underwritten, then the Company shall so advise all Holders of Registrable
      Securities which would otherwise be underwritten pursuant hereto, and the number
      of shares of Registrable Securities that may be included in the underwriting
      shall be allocated first among all Holders thereof, including the Initiating
      Holders, in proportion (as nearly as practicable) to the amount of Registrable
      Securities of the Company owned by each Holder at the time of the filing of
      the
      registration statement; provided, however, that the number of shares of
      Registrable Securities held by Holders to be included in such underwriting
      shall
      not be reduced unless all other securities are first entirely excluded from
      the
      underwriting. Registrable Securities excluded or withdrawn from such
      underwriting shall be withdrawn from the registration.




(c) Notwithstanding
      the foregoing, if the Company shall furnish to Holders requesting a registration
      statement pursuant to this Section 1.2, a certificate signed by the
      Company’s chief executive officer or the chairman of the board of directors of
      the Company (the “ Board ”)
      stating that in the good faith judgment of the Board, as evidenced by a
      resolution by the Board, it would be seriously detrimental to the Company and
      its stockholders for such registration statement to be filed and it is therefore
      essential to defer the filing of such registration statement, the Company shall
      have the right to defer taking action with respect to such filing for a period
      of not more than sixty (60) days after receipt of the request of the Initiating
      Holders; provided ,
      that
      the Company may not utilize this right more than once in any twelve-month
      period; provided
      further ,
      that
      this right is cumulative to the right under Section 1.4(b)(iii) such that the
      Company may only defer the filing of a registration statement under Section
      1.2(c) or Section 1.4(b)(iii) once in any twelve-month period.




(d) In
      addition, the Company shall not be obligated to effect, or to take any action
      to
      effect, any registration pursuant to this Section 1.2:




(i)  After
      the
      Company has effected five (5) registrations pursuant to this Section 1.2,
      and such registration statement has been declared or ordered effective; provided ,
      that if
      such request pursuant to this Section 1.2 is subsequently withdrawn by the
      requester in writing, it shall not be counted against the limitation of requests
      set forth in this Section 1.2(d)(i), provided further, that any such
      registration shall be deemed to have been “effected” if the registration
      statement relating thereto (A) has become or been declared or ordered effective
      under the Securities Act, and any of the Registrable Securities of the
      Initiating Holder(s) included in such registration have actually been sold
      thereunder and (B) has remained effective for a period of at least 180 days;




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(ii) If
      the
      Company has effected a registration pursuant to this Section 1.2 within the
      preceding six (6) months, and such registration has been declared or ordered
      effective;




(iii) If
      the
      Initiating Holders propose to dispose of shares of Registrable Securities that
      may be immediately registered on Form S-3 pursuant to a request made
      pursuant to Section 1.4 below; and




(iv) In
      any
      particular jurisdiction in which the Company would be required to qualify to
      do
      business or to execute a general consent to service of process in effecting
      such
      registration, qualification or compliance.


**1.3**
                  **Company
                        Registration.**


(a) If
      (but
      without any obligation to do so) the Company proposes to register any of its
      capital stock under the Securities Act for its own account or the account of
      any
      of its stockholders with registration rights (other than in connection with
      a
      registration effected solely to implement an employee benefit plan or a business
      combination transaction or any other similar transaction for which a
      registration statement on Form S-4 under the Securities Act or any comparable
      successor form is applicable), the Company will promptly give written notice
      thereof to the Holders of Registrable Securities at least thirty (30) days
      prior
      to the filing of such registration statement, or such lesser time that is
      reasonable taking into account the Company’s contractual obligation to file such
      registration statement. Upon the written request of each Holder given within
      twenty (20) days after the giving of such notice by the Company, the Company
      shall, subject to the provisions of this Section 1.3 and the Company’s
      contractual limitations on including other securities in such registration
      statement, cause to be registered under the Securities Act in such registration
      statement all of the Registrable Securities that each such Holder has requested
      to be registered.




(b) In
      connection with any offering involving an underwriting of shares of the
      Company’s capital stock, the Company shall not be required under this Section
      1.3 to include any of the Holders’ securities in such underwriting unless they
      accept the terms of the underwriting as agreed upon between the Company and
      the
      underwriters selected by it, and then only in such quantity as the underwriters
      determine in their sole discretion will not jeopardize the success of the
      offering by the Company. Regardless of any other provision of this Section
      1.3,
      if the underwriter advises the Company that marketing factors require a
      reduction in the number of shares to be underwritten, then the number of shares
      of Registrable Securities that may be included in the underwriting shall be
      allocated first, to the Company (or, if such registration is effected by the
      Company for stockholders with registration rights other than the Holders, such
      stockholders); second, to the Holders on a pro rata basis based on the total
      number of Registrable Securities owned by the Holders; and third, to any other
      stockholders of the Company (other than a Holder) on a pro rata basis; provided ,
      that
      any such reduction of shares included by Holders shall be borne pro rata based
      on the number of shares requested to be sold by such Holders. The Company shall
      have the right to terminate or withdraw any registration initiated by it under
      this Section 1.3 prior to the effectiveness of such registration whether or
      not
      any Holder has elected to include securities in such registration. The
      registration expenses of such withdrawn registration shall be borne by the
      Company in accordance with Section 1.8 hereof.




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**1.4**
                    **Form
                            S-3
                            Registration.**


Notwithstanding
      anything in Section 1.2 or Section 1.3 to the contrary, in case the Company
      shall receive from any Holders of Registrable Securities then outstanding a
      written request or requests that the Company effect a registration on
      Form S-3 and any related qualification or compliance with respect to all or
      a part of the Registrable Securities owned by such Holder or Holders, and the
      Company is then eligible to use Form S-3 for the resale of Registrable
      Securities, the Company will:




(a) promptly
      give written notice of the proposed registration, and any related qualification
      or compliance, to all other Holders; and




(b) promptly
      effect such registration and all such qualifications and compliances as may
      be
      so requested and as would permit or facilitate the sale and distribution of
      all
      or such portion of such Holder’s or Holders’ Registrable Securities as are
      specified in such request, together with all or such portion of the Registrable
      Securities of any other Holder or Holders joining in such request as are
      specified in a written request given within fifteen (15) days after receipt
      of
      such written notice from the Company; provided ,
      that
      the Company shall not be obligated to effect any such registration,
      qualification or compliance, pursuant to this Section 1.4:




(i) if
      Form S-3 is not available for such offering by the Holders;




(ii) if
      the
      Holders, together with the holders of any other securities of the Company
      entitled to inclusion in such registration, propose to sell Registrable
      Securities at an aggregate price to the public (net of any underwriters’
discounts or commissions) of less than $2.5 million;




(iii) if the
      Company shall furnish to the Holders a certificate signed by the Company’s chief
      executive officer or chairman of the Board stating that in the good faith
      judgment of the Board as evidenced by a resolution by the Board, it would be
      seriously detrimental to the Company and its stockholders for such Form S-3
      registration to be effected at such time, in which event the Company shall
      have
      the right to defer the filing of the Form S-3 registration statement for a
      period of not more than sixty (60) days after receipt of the request of the
      Holder or Holders under this Section 1.4; provided ,
      that
      the Company shall not utilize this right more than once in any twelve-month
      period; provided
      further ,
      that
      this right is cumulative to the right under Section 1.2(c) such that the Company
      may only defer the filing of a registration statement under Section 1.2(c)
      or
      Section 1.4(b)(iii) once in any twelve-month period;




(iv) if
      the
      Company has, within the six (6) month period preceding the date of such request,
      already effected one (1) registration on Form S-3 for the Holders pursuant
      to
      this Section 1.3, provided , that any such
      registration shall be deemed to have been “effected” if the registration
      statement relating thereto (A) has become or been declared or ordered effective
      under the Securities Act, and any of the Registrable Securities of the
      Initiating Holder(s) included in such registration have actually been sold
      thereunder and (B) has remained effective for a period of at least 180 days;
      or




6
 
  (v) in
        any
        particular jurisdiction in which the Company would be required to qualify
        to do
        business or to execute a general consent to service of process in effecting
        such
        registration, qualification or compliance.




(c) Subject
      to the foregoing, the Company shall file a registration statement covering
      the
      Registrable Securities and other securities so requested to be registered
      promptly after receipt of the request or requests of the Holders. Registrations
      effected pursuant to this Section 1.4 shall not be counted as requests for
      registration effected pursuant to Section 1.2 or Section 1.3
      respectively.




(d) If
      the
      Holders intend to distribute the Registrable Securities covered by their request
      under this Section 1.4 by means of an underwriting, they shall so advise the
      Company as a part of their request made pursuant to this Section 1.4 and the
      Company shall include such information in the written notice referred to in
      subsection 1.4(a). The underwriter or underwriters will be selected by a
      majority in interest of the Holders participating in such registration and
      shall
      be reasonably acceptable to the Company. In such event, the right of any Holder
      to include Registrable Securities in such registration shall be conditioned
      upon
      such Holder’s participation in such underwriting and the inclusion of such
      Holder’s Registrable Securities in the underwriting (unless otherwise mutually
      agreed by a majority in interest of the Holders participating in the
      registration and the Holder) to the extent provided herein. All Holders
      proposing to distribute their securities through such underwriting shall
      (together with the Company as provided in subsection 1.5(e)) enter into an
      underwriting agreement in customary form with the underwriter or underwriters
      selected for such underwriting. Notwithstanding any other provision of this
      Section 1.4, if the managing underwriter advises the Company and the
      Holders participating in such underwriting in writing that marketing factors
      require a limitation of the number of shares to be underwritten, then the
      Company shall so advise all Holders of Registrable Securities which would
      otherwise be underwritten pursuant hereto, and the number of shares of
      Registrable Securities that may be included in the underwriting shall be
      allocated first among all Holders thereof, in proportion (as nearly as
      practicable) to the amount of Registrable Securities of the Company owned by
      each Holder at the time of the filing of the registration statement; provided,
      however, that the number of shares of Registrable Securities held by Holders
      to
      be included in such underwriting shall not be reduced unless all other
      securities are first entirely excluded from the underwriting. Registrable
      Securities excluded or withdrawn from such underwriting shall be withdrawn
      from
      the registration.




(e) Ordinary
      S-3 Registration Statement .
      Notwithstanding the foregoing, if the Company shall receive from any Holders
      of
      Registrable Securities then outstanding a written request or requests under
      Section 1.4 that the Company effect a registration statement on Form S-3 that
      includes only those items and that information that is required to be included
      in parts I and II of such Form, and does not include any additional or
      extraneous items of information (e.g. a lengthy description of the Company
      or
      the Company’s business) (an “Ordinary S-3 Registration Statement”), then Section
      1.4(b)(iv) shall not apply to such Ordinary S-3 Registration Statement request.




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**1.5**
                      **Obligations
                                of the
                                Company.**


Whenever
      required under this Section 1 to effect the registration of any Registrable
      Securities, the Company shall, as expeditiously as reasonably
      possible:




(a) Prepare
      and file with the SEC a registration statement with respect to such Registrable
      Securities and use its reasonable best efforts to cause such registration
      statement to become effective, and, upon the request of the Holders of a
      majority of the Registrable Securities registered thereunder, keep such
      registration statement effective for 180 days or, if earlier, until the
      distribution contemplated in the registration statement has been completed; provided ,
      that,
      in the case of any registration of Registrable Securities on Form S-3 which
      are
      intended to be offered on a continuous or delayed basis, such 180-day period
      shall be extended, if necessary, to keep the registration statement continuously
      effective, supplemented and amended to the extent necessary to ensure that
      it is
      available for sales of such Registrable Securities, and to ensure that it
      conforms with the requirements of this Agreement, the Securities Act and the
      policies, rules and regulations of the SEC as announced from time to time,
      until
      the earlier of when (i) the Holders have sold all of such Registrable Securities
      and (ii) the Holders may sell all of such Registrable Securities on a single
      day
      or pursuant to Rule 144(k) promulgated under the Securities Act as determined
      by
      the counsel to the Company pursuant to a written opinion letter to such effect,
      addressed and acceptable to the Company’s transfer agent and the affected
      Holders.




(b) Prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Securities Act with
      respect to the disposition of all securities covered by such registration
      statement; provided that before filing a registration statement, or any
      amendments or supplements thereto, the Company will furnish to counsel selected
      by the Holders of the Registrable Securities covered by such registration
      statement to represent such Holders, copies of all documents proposed to be
      filed, which documents will be subject to the review of such
      counsel.




(c) Furnish
      to the Holders and any Hedging Counterparty, if any, such numbers of copies
      of
      such registration statement, the prospectus included in such registration
      statement (including each preliminary prospectus, summary prospectus and Free
      Writing Prospectus), and of each amendment and supplement thereto (in each
      case
      including all exhibits filed therewith, including any documents incorporated
      by
      reference), in conformity with the requirements of the Securities Act, and
      such
      other documents as they may reasonably request in order to facilitate the public
      sale or other disposition of Registrable Securities owned by such Holder or
      Hedging Counterparty.




(d) Register
      and qualify the securities covered by such registration statement under such
      other securities or blue sky laws of such jurisdictions as shall be reasonably
      requested by the Holders and do any and all other acts and things which may
      be
      reasonably necessary or advisable to enable such Holders to consummate the
      disposition in such jurisdictions of the Registrable Securities owned by such
      Holder; provided, that the Company shall not be required in connection therewith
      or as a condition thereto to qualify to do business or to file a general consent
      to service of process in any such states or jurisdictions.




8




(e) Cause
      such Registrable Securities covered by such registration statement to be
      registered with or approved by such other governmental agencies or authorities
      as may be necessary to enable the seller or sellers thereof to consummate the
      disposition of such Registrable Securities.




(f) Notify
      each Holder of Registrable Securities covered by such registration statement
      and
      any Hedging Counterparty, if applicable, at any time when a prospectus relating
      thereto is required to be delivered under the Securities Act, of the Company’s
      becoming aware that the prospectus included in such registration statement,
      as
      then in effect, includes an untrue statement of a material fact or omits to
      state a material fact required to be stated therein or necessary to make the
      statements therein not misleading in the light of the circumstances then
      existing, and at the request of any such Holder or Hedging Counterparty, prepare
      and furnish to such Holder and Hedging Counterparty a reasonable number of
      copies of an amended or supplemental prospectus as may be necessary so that,
      as
      thereafter delivered to the purchasers of such Registrable Securities, such
      amended or supplemental prospectus shall not include an untrue statement of
      a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements therein not misleading in the light of the
      circumstances then existing.




(g) Cause
      all
      such Registrable Securities registered pursuant to this Agreement to be listed
      on any securities exchange on which any shares of the Common Stock are then
      listed.




(h) Provide
      a
      transfer agent and registrar for all Registrable Securities registered pursuant
      hereunder and a CUSIP number for all such Registrable Securities, in each case
      not later than the effective date of such registration.




(i) Enter
      into and perform its obligations under such customary agreements (including
      an
      underwriting agreement in customary form), which may include indemnification
      provisions in favor of underwriters and other persons in addition to, or in
      substitution for the provisions of Section 1.9 hereof, and take such other
      actions as sellers of a majority of shares of such Registrable Securities,
      a
      Hedging Counterparty, if any, or the underwriters, if any, reasonably request
      in
      order to expedite or facilitate the disposition of such Registrable Securities
      or any Registrable Class Securities in connection with any Hedging
      Transaction.




(j) Obtain
      a
“cold comfort” letter or letters from the Company’s independent public accounts
      in customary form and covering matters of the type customarily covered by “cold
      comfort” letters as the seller or sellers of a majority of shares of such
      Registrable Securities, or in connection with a Hedging Transaction, a Hedging
      Counterparty, shall reasonably request.




(k) Make
      available for inspection by any seller of such Registrable Securities covered
      by
      such registration statement, by any underwriter participating in any disposition
      to be effected pursuant to such registration statement, by any Hedging
      Counterparty, and by any attorney, accountant or other agent retained by any
      such seller, any such underwriter, or any such Hedging Counterparty all
      pertinent financial and other records, pertinent corporate documents and
      properties of the Company, and cause all of the Company’s officers, directors
      and employees to supply all information reasonably requested by any such seller,
      underwriter, Hedging Counterparty, attorney, accountant or agent in connection
      with such registration statement.




9




(l) Obtain
      for delivery to the Holders of Registrable Securities being registered and
      to
      the underwriter or agent, and, in connection with a Hedging Transaction, to
      any
      Hedging Counterparty, an opinion or opinions from counsel for the Company in
      customary form and in form, substance and scope reasonably satisfactory to
      such
      Holders, underwriters or agents and their counsel.




(m) Use
      reasonable best efforts to prevent the issuance of any stop order suspending
      the
      effectiveness of the registration statement or of any order preventing or
      suspending the use of any preliminary prospectus relating to such registration
      statement, and, if any such order is issued, to obtain the withdrawal of any
      such order at the earliest possible moment.




(n) Respond
      promptly to any comments received from the SEC and request acceleration of
      effectiveness promptly after it learns that the Commission will not review
      the
      registration statement or after it has satisfied comments received from the
      SEC.




(o) Immediately
      notify the Holders of Registrable Securities to be sold and confirm such notice
      in writing, (i) when a prospectus or any prospectus supplement or post-effective
      amendment has been filed, and, with respect to a registration statement or
      any
      post-effective amendment, when the same has become effective, (ii) of the
      receipt of any comments from the SEC, (iii) of any request by the SEC or any
      other federal or state governmental authority for amendments or supplements
      to a
      registration statement or related prospectus, (iv) of the issuance by the SEC
      or
      any other federal or state governmental authority of any stop order suspending
      the effectiveness of a registration statement, or of any order preventing or
      suspending the use of any preliminary prospectus relating to such registration
      statement, or the initiation of any proceedings for such purpose(s), (v) of
      the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction or the initiation or threatening of
      any
      proceeding for such purpose, (vi) of the discovery of any event that makes
      any
      statement made in such registration statement or related prospectus or any
      document incorporated or deemed to be incorporated therein by reference untrue
      in any material respect or that requires the making of any changes in a
      registration statement, prospectus or any such document so that, in the case
      of
      the registration statement, it will not contain any untrue statement of a
      material fact or omit to state any material fact required to be stated therein
      or necessary to make the statements therein not misleading, in light of the
      circumstances under which they were made, and, in the case of the prospectus,
      it
      will not contain any untrue statement of a material fact or omit to state any
      material fact required to be stated or necessary to make the statements therein,
      in light of the circumstances under which they were made, not misleading and
      (vii) of the Company's reasonable determination that a post-effective amendment
      to a registration statement would be appropriate. In the event a registration
      statement is interfered with by any event of the kind described in clauses
      (iv)
      through (vii) of the first sentence of this Section 1.5(o), such registration
      shall not be deemed “effected” for purposes of Section 1.2(d) or Section
      1.4(b).




10




(p) If
      requested by the managing underwriter or agent or any Holder of Registrable
      Securities covered by the registration statement, promptly incorporate in a
      prospectus supplement or post-effective amendment such information as the
      managing underwriter or agent or such Holder reasonably requests to be included
      therein, including, without limitation, with respect to the number of
      Registrable Securities being sold by such Holder to such underwriter or agent,
      the purchase price being paid therefor by such underwriter or agent and with
      respect to any other terms of the underwritten offering of the Registrable
      Securities to be sold in such offering; and make all required filings of such
      prospectus supplement or post-effective amendment as soon as practicable after
      being notified of the matters incorporated in such prospectus supplement or
      post-effective amendment.




(q) Cooperate
      with the Holders of Registrable Securities covered by the registration statement
      and the managing underwriter or agent, if any, to facilitate the timely
      preparation and delivery of certificates (not bearing any restrictive legends)
      representing securities to be sold under the registration statement, and enable
      such securities to be in such denominations and registered in such names as
      the
      managing underwriter or agent, if any, or such Holders may request.




(r) Cooperate
      with each seller of Registrable Securities, any Hedging Counterparty, and each
      underwriter or agent participating in the disposition of such Registrable
      Securities and their respective counsel in connection with any filings required
      to be made with the NASD.




(s) With
      respect to each Free Writing Prospectus or other materials to be included in
      the
      Disclosure Package, ensure that no Registrable Securities be sold “by means of”
(as defined in Rule 159A(b) under the Securities Act) such Free Writing
      Prospectus or other materials without the prior written consent of the Holders
      of the Registrable Securities covered by such registration statement, which
      Free
      Writing Prospectuses or other materials shall be subject to the review of
      counsel to such Holders.




(t) Make
      all
      required filings of all Free Writing Prospectuses with the
      Commission.


**1.6**
                        **Registration
                                    In Connection With Hedging
                                    Transactions.**


(a) The
      Company acknowledges that from time to time a Holder may seek to enter into
      one
      or more Hedging Transactions with a Hedging Counterparty. Notwithstanding
      anything to the contrary provided herein, the Company agrees that, in connection
      with any proposed Hedging Transaction, if, in the reasonable judgment of counsel
      to the Holder (after good faith consultation with counsel to the Company),
      it is
      necessary or desirable to register under the Securities Act such Hedging
      Transaction or sales or transfers (whether short or long) of Registrable Class
      Securities in connection therewith, then the Company shall use its best efforts
      to take such actions (which may include among other things, the filing of a
      post-effective amendment to any shelf registration statement to include
      additional or changed information that is material or is otherwise required
      to
      be disclosed, including, without limitation, a description of such Hedging
      Transaction, the name of the Hedging Counterparty, identification of the Hedging
      Counterparty or its affiliates as underwriters or potential underwriters, if
      applicable, or any change to the plan of distribution) as may reasonably be
      required to register such Hedging Transactions or sales or transfers of
      Registrable Class Securities in connection therewith under the Securities Act
      in
      a manner consistent with the rights and obligations of the Company hereunder
      with respect to the registration of Registrable Securities.




11




(b) The
      Company agrees to include in each prospectus supplement filed in connection
      with
      any proposed Hedging Transaction language mutually agreed upon by the Company,
      the Holder and the Hedging Counterparty describing such Hedging
      Transaction.




(c) Any
      information regarding the Hedging Transaction included in a registration
      statement or prospectus pursuant to this Section 1.6 shall be deemed to be
      information provided by the Holder selling Registrable Securities pursuant
      to
      such registration statement or prospectus for purposes of Section 1.5 of this
      Agreement.




(d) If
      in
      connection with a Hedging Transaction a Hedging Counterparty or any affiliate
      thereof is (or may be considered) an underwriter or selling securityholder,
      then
      it shall be required to provide customary indemnities to the Company regarding
      itself, the plan of distribution and like matters.


**1.7**
                          **Furnish
                                        Information; Limitation of
                                        Obligations.**


(a) It
      shall
      be a condition precedent to the obligations of the Company to take any action
      pursuant to this Section 1 with respect to the Registrable Securities of
      any selling Holder that such Holder shall furnish to the Company such
      information regarding itself, the Registrable Securities held by it, and the
      intended method of disposition of such securities as shall be reasonably
      required to effect the registration of such Holder’s Registrable
      Securities.




(b) The
      Company shall have no obligation with respect to any registration requested
      pursuant to Section 1.2 or Section 1.4 if, due to any Holder’s failure
      to provide information provided by subsection 1.7(a), the number of shares
      or the anticipated aggregate offering price of the Registrable Securities to
      be
      included in the registration does not equal or exceed the number of shares
      or
      the anticipated aggregate offering price required to originally trigger the
      Company’s obligation to initiate such registration as specified in
      Section 1.2(a) or Section 1.4(b)(ii), whichever is
      applicable.


**1.8**
                          **Expenses
                                          of
                                          Registrations.**


All
      expenses other than underwriting discounts and commissions incurred in
      connection with registrations pursuant to this Section 1, including without
      limitation all registration, filing and qualification fees, printers’ and
      accounting fees and reasonable fees and disbursements of counsel for the Company
      and one counsel for the participating Holders, shall be borne by the Company; provided ,
      that
      the Company shall not be required to pay for any expenses of any registration
      proceeding begun pursuant to Sections 1.2 or Section 1.4 as applicable, if
      the registration request is subsequently withdrawn at the request of the Holders
      of a majority of the Registrable Securities to be registered (in which case
      all
      participating Holders shall bear all such expenses incurred), unless, in the
      case of a registration requested under Section 1.2, the Holders of a
      majority of the Registrable Securities agree to forfeit one demand registration
      pursuant to Section 1.2.


12
  **1.9**
                          **Indemnification.**


(a) To
      the
      extent permitted by law, the Company will indemnify and hold harmless each
      Holder, any underwriter (as defined in the Securities Act) for such Holder,
      their respective affiliates and controlling persons (within the meaning of
      Section 15 of the Securities Act or Section 20 of the Exchange Act, and the
      partners, officers, directors members, representatives, agents and employees
      of
      each Holder, and each such person (collectively, the “ Holder
      Indemnified Parties ”),
      against any losses, claims, damages or liabilities (joint or several) to which
      they may become subject under the Securities Act, the Exchange Act or other
      federal or state law, insofar as such losses, claims, damages or liabilities
      (or
      actions in respect thereof) arise out of or are based upon any of the
      following statements, omissions or violations (collectively, a “ Violation ”)
      by the
      Company: (i) any untrue statement or alleged untrue statement of a material
      fact contained in such registration statement, including without limitation
      any
      preliminary prospectus or final prospectus contained therein or any amendments
      or supplements thereto, (ii) the omission or alleged omission to state
      therein a material fact required to be stated therein or necessary to make
      the
      statements therein not misleading ,
      (iii)
      any untrue statement or alleged untrue statement of a material fact contained
      in
      the Disclosure Package or the omission or alleged omission to state therein
      a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in the light of the circumstances under which they were
      made, or
      (iv) any violation or alleged violation by the Company of the Securities
      Act, the Exchange Act, any state securities law or any rule or regulation
      promulgated under the Securities Act, the Exchange Act or any state securities
      law in connection with the offering covered by such registration statement;
      and
      the Company will reimburse each such Holder Indemnified Party for any legal
      or
      other expenses reasonably incurred by them in connection with investigating
      or
      defending any such loss, claim, damage, liability or action; provided ,
      that
      the indemnity agreement contained in this Section 1.9(a) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or action
      if such settlement is effected without the written consent of the Company,
      which
      consent shall not be unreasonably withheld, nor shall the Company be liable
      in
      any such case to any Holder Indemnified Party for any such loss, claim, damage,
      liability or action to the extent that it arises out of or is based upon a
      Violation which occurs in reliance upon and in conformity with written
      information furnished by such Holder Indemnified Party under an instrument
      duly
      executed by any such Holder Indemnified Party expressly for use in connection
      with such registration by such Holder; provided  further ,
      that
      the foregoing indemnity agreement with respect to any preliminary prospectus
      shall not inure to the benefit of any Holder Indemnified Party from whom the
      person asserting any such losses, claims, damages or liabilities purchased
      shares in the offering, if a copy of the prospectus (as then amended or
      supplemented if the Company shall have furnished any amendments or supplements
      thereto) was not sent or given by or on behalf of such Holder Indemnified Party
      to such person, if required by law so to have been delivered, at or prior to
      the
      written confirmation of the sale of the shares to such person, and if the
      prospectus (as so amended or supplemented) would have cured the defect giving
      rise to such loss, claim, damage or liability. For purposes of the last proviso
      to the immediately preceding sentence, the term “prospectus” shall not be deemed
      to include the documents, if any, incorporated therein by reference, and no
      person who participates as an underwriter in the offering or sale of Registrable
      Securities or any other person, if any, who controls such underwriter within
      the
      meaning of the Securities Act, shall be obligated to send or give any supplement
      or amendment to any document incorporated by reference in any preliminary
      prospectus or the final prospectus to any person other than a person to whom
      such underwriter had delivered such incorporated document or documents in
      response to a written request therefor. Such indemnity shall remain in full
      force and effect regardless of any investigation made by or on behalf of such
      party and shall survive the transfer of such securities.




13




(b) To
      the
      extent permitted by law, each Holder shall, if shares held by such Holder are
      included in the securities as to which such registration, qualification or
      compliance is being effected, indemnify and hold harmless the Company, each
      of
      its directors, each of its officers who has signed the registration statement,
      each person, if any, who controls the Company within the meaning of the
      Securities Act, each underwriter and each other stockholder selling securities
      under such registration statement against any losses, claims, damages or
      liabilities (joint or several) to which any of the foregoing persons may
      become subject under the Securities Act, the Exchange Act or other federal
      or
      state law, insofar as such losses, claims, damages or liabilities (or actions
      in
      respect thereto) arise out of or are based upon any Violation, in each case
      to the extent (and only to the extent) that such Violation occurs in
      reliance upon and in conformity with written information furnished by such
      Holder under an instrument duly executed by such Holder expressly for use in
      connection with such registration; and each Holder shall reimburse any legal
      or
      other expenses reasonably incurred by any person intended to be indemnified
      pursuant to this Section 1.9(b), in connection with investigating or defending
      any such loss, claim, damage, liability or action if it is judicially determined
      that there was such violation; provided ,
      that
      the indemnity agreement contained in this Section 1.9(b) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or action
      if such settlement is effected without the written consent of such Holder,
      which
      consent shall not be unreasonably withheld; provided  further ,
      that
      the liability of each Holder under this Section 1.9(b) shall be limited to
      an amount equal to the net proceeds actually received and retained by such
      Holder in the registered public offering out of which such liability arises,
      unless such liability arises out of or is based on willful misconduct by such
      Holder.




(c) Promptly
      after receipt by an indemnified party under this Section 1.9 of notice of
      the commencement of any action (including any governmental action), such
      indemnified party will, if a claim in respect thereof is to be made against
      any
      indemnifying party under this Section 1.9, deliver to the indemnifying
      party a written notice of the commencement thereof and the indemnifying party
      shall have the right to participate in, and, to the extent the indemnifying
      party so desires, jointly with any other indemnifying party similarly noticed,
      to assume the defense thereof with counsel mutually satisfactory to the parties; provided ,
      that an
      indemnified party (together with all other indemnified parties which may be
      represented without conflict by one counsel) shall have the right to retain
      one
      separate counsel, with the fees and expenses to be paid by the indemnifying
      party, if representation of such indemnified party by the counsel retained
      by
      the indemnifying party would be inappropriate due to actual or potential
      differing interests between such indemnified party and any other party
      represented by counsel in such proceeding. The failure to deliver written notice
      to the indemnifying party within a reasonable time of the commencement of any
      such action, if materially prejudicial to its ability to defend such action,
      shall relieve such indemnifying party of any liability to the indemnified party
      under this Section 1.9 to the extent so prejudiced, but the omission so to
      deliver written notice to the indemnifying party will not relieve it of any
      liability that it may have to any indemnified party otherwise than under this
      Section 1.9.




14




(d) If
      the
      indemnification provided for in this Section 1.9 is held by a court of
      competent jurisdiction to be unavailable to an indemnified party with respect
      to
      any loss, liability, claim, damage or expense referred to therein, then the
      indemnifying party, in lieu of indemnifying such indemnified party hereunder,
      shall contribute to the amount paid or payable by such indemnified party as
      a
      result of such loss, liability, claim, damage or expense in such proportion
      as
      is appropriate to reflect the relative fault of the indemnifying party on the
      one hand and of the indemnified party on the other in connection with the
      Violation that resulted in such loss, liability, claim, damage or expense as
      well as any other relevant equitable considerations; provided ,
      that in
      no event shall any contribution by a Holder that is a selling party under this
      Section 1.9(d) exceed the net proceeds from the offering received by such
      Holder. The relative fault of the indemnifying party and of the indemnified
      party shall be determined by reference to, among other things, whether the
      untrue or alleged untrue statement of a material fact or the omission to state
      a
      material fact relates to information supplied by the indemnifying party or
      by
      the indemnified party and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or
      omission.




(e) Notwithstanding
      the foregoing, to the extent that the provisions on indemnification and
      contribution contained in the underwriting agreement entered into in connection
      with the underwritten public offering are in conflict with the foregoing
      provisions, the provisions in the underwriting agreement shall control. No
      indemnifying party, in the defense of any such claim or litigation, shall,
      except with the consent of each indemnified party, consent to entry of any
      judgment or enter into any settlement that does not include as an unconditional
      term thereof the giving by the claimant or plaintiff to such indemnified party
      of a release from all liability in respect to such claim or
      litigation.




(f)  The
      obligations of the Company and Holders under this Section 1.9 shall survive
      the completion of any offering of Registrable Securities in a registration
      statement under this Section 1 and otherwise.


**1.10**
                        **Rule
                                            144
                                            Reporting.**


With
      a
      view to making available to the Holders the benefits of Rule 144 promulgated
      under the Securities Act and any other rule or regulation of the SEC which
      may
      permit the sale of the Registrable Securities to the public without registration
      or pursuant to a registration on Form S-3, the Company agrees to use its
      reasonable best efforts to:




(a) make
      and
      keep public information available, as those terms are understood and defined
      in
      SEC Rule 144 or any similar or analogous rule promulgated under the Securities
      Act;




(b) file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Exchange Act; and




(c) so
      long
      as a Holder owns any Registrable Securities, furnish to such Holder forthwith
      upon written request: (i) a written statement by the Company as to its
      compliance with the reporting requirements of SEC Rule 144 and the Exchange
      Act;
      (ii) a copy of the most recent annual or quarterly report of the Company;
      and (iii) such other reports and documents as a Holder may reasonably
      request in availing itself of any rule or regulation of the SEC allowing it
      to
      sell any such securities without registration.


15
  **1.11**
                          **Assignment
                                                of Registration
                                                Rights.**


A
      Holder
      may assign any or all of its rights hereunder (but only with all related
      obligations) to any person or entity to whom the Investor may transfer or assign
      its Class W Units or an interest therein under the terms of the Limited
      Liability Company Agreement; provided , that :
      (i) the Company is, within ten (10) days after such transfer,
      furnished with written notice of the name and address of such transferee or
      assignee and the securities with respect to which such registration rights
      are
      being assigned; (ii) such transferee or assignee agrees in writing to be
      bound by and subject to the terms and conditions of this Agreement; and
      (iii) such assignment shall be effective only if immediately following such
      transfer the further disposition of such securities by the transferee or
      assignee is restricted under the Securities Act.


**1.12**
                        **Limitations
                                                on Subsequent Registration
                                                Rights.**


The
      Company shall not, without the prior written consent of the Holders of at least
      a majority of the Registrable Securities then outstanding, enter into any
      agreement with any holder or prospective holder of any securities of the Company
      that would grant to such holder or prospective holder registration rights
      superior to or on parity with those granted under this Section 1.


**1.13**
                          **Termination
                                                    of Registration
                                                    Rights.**


No
      Holder
      shall be entitled to exercise any right provided for in this Section 1
      after such time at which all Registrable Securities held by such Holder (and
      any
      affiliate of the Holder or other person with whom such Holder must aggregate
      sales under Rule 144 of the Securities Act) can be sold without restriction
      (including volume and manner-of-sale restrictions) on a single day without
      registration in compliance with Rule 144 of the Securities Act (or any
      similar provision then in effect) and such Holder has received, upon such
      Holder’s request, an opinion of counsel to the Company to that
      effect.


**2.**
                          **Right
                              of First Offer.**


**2.1**
                          **Grant
                                                      of Right of First
                                                      Offer.**


Subject
      to (a) the terms and conditions specified in this Section 2,
      (b) applicable law and any listing requirements and (c) Section 4.13
      of that certain Securities Purchase Agreement, dated March 2, 2005, by and
      among the Company and the purchasers signatory thereto, the Company hereby
      grants to the Investor a right of first offer with respect to future sales
      by
      the Company or any of its subsidiaries of any shares of, or securities
      convertible into or exercisable for any shares of, any class of its or any
      of
      its subsidiaries’ capital stock (“ Shares ”)
      to any
      person or entity (as determined pursuant to Section 2.2(b)
      below).


16
  **2.2**
                            **Procedure.**


Each
      time
      the Company proposes to offer to any person or entity any Shares, the Company
      shall first make an offering of such Shares to the Investor in accordance with
      the following provisions:




(a) The
      Company shall deliver a notice (“Notice”) to the Investor stating (i) its
      bona fide intention to offer such Shares, (ii) the number of such Shares to
      be offered and (iii) the price and terms, if any, upon which it proposes to
      offer such Shares.




(b) Within
      5
      business days after delivery of the Notice, the Investor may elect to purchase
      or obtain, at the price and on the terms specified in the Notice, the Shares
      being offered.




(c) If
      all
      Shares that the Investor is entitled to obtain pursuant to Section 2.2(b)
      above are not elected to be obtained as provided in Section 2.2(b) above,
      the Company may, during the 90-day period following the expiration of the period
      provided in Section 2.2(b) above, offer the remaining unsubscribed portion
      of such Shares to any person or persons at a price not less than, and upon
      terms
      no more favorable to the offeree than, those specified in the Notice. If the
      Company does not enter into an agreement for the sale of the Shares within
      such
      period, or if such agreement is not consummated within 90 days of the execution
      thereof, the right provided hereunder shall be deemed to be revived and such
      Shares shall not be offered unless first reoffered to the Investor in accordance
      herewith.




(d) The
      right
      of first offer in this Section 2 shall not be applicable to the issuance of
      securities: (i) to employees, officers, directors or consultants to the
      Company as incentive compensation; (ii) pursuant to the conversion or
      exercise of convertible or exercisable securities previously offered;
      (iii) in connection with an acquisition of or by the Company, whether by
      merger, acquisition, consolidation, sale of assets, sale or exchange of stock
      or
      otherwise, approved by the Board; (iv) in connection with collaborative or
      strategic partnership arrangements approved by the Board; or (v) in
      connection with bona fide commercial lending or leasing arrangements approved
      by
      the Board.




**2.3**
                            **Termination
                                                            of Right of First
                                                            Offer.**


The
      right
      of first offer set forth in this Section 2 shall terminate and be of no
      further force or effect immediately from and after the time the Investor and
      its
      affiliates cease to beneficially own at least 20% of the outstanding capital
      stock of the Company.


**3.**
                              **Representations
                                  and Warranties of the
                                  Company.**


The
      Company represents and warrants to the Holders as follows:


**3.1**
                              **Due
                                                                Authorization.**


The
      execution, delivery and performance of this Agreement by the Company have been
      duly authorized by all requisite action, will not violate any provision of
      law,
      any order of any court or other agency of government, the Certificate of
      Incorporation, bylaws or any provision of any indenture, agreement or other
      instrument to which it or any of its properties or assets is bound, and will
      not
      conflict with, result in a breach of or constitute (with due notice or lapse
      of
      time or both) a default under any such indenture, agreement or other instrument
      or result in the creation or imposition of any lien, charge or encumbrance
      of
      any nature whatsoever upon any of the properties or assets of the
      Company.


17
  **3.2**
                                **Due
                                                                    Execution.**


This
      Agreement has been duly executed and delivered by the Company and constitutes
      the legal, valid and binding obligation of the Company, enforceable in
      accordance with its terms, except as the enforcement thereof may be limited
      by
      bankruptcy and other laws of general application relating to creditor’s rights
      or general principles of equity.


**4.**
                            **Miscellaneous.**
 **4.1**
                            **Successors
                                                          and
                                                          Assigns.**


Except
      as
      otherwise provided herein, the terms and conditions of this Agreement shall
      inure to the benefit of and be binding upon the respective successors and
      assigns of the parties (including transferees of any shares of Registrable
      Securities). Nothing in this Agreement, express or implied, is intended to
      confer upon any party other than the parties hereto or their respective
      successors and assigns any rights, remedies, obligations, or liabilities under
      or by reason of this Agreement.


**4.2**
                            **Governing
                                                            Law.**


The
      rights and obligations of the parties shall be governed by, and this Agreement
      shall be interpreted, construed and enforced in accordance with, the laws of
      the
      State of New York, excluding its conflict of laws rules to the extent such
      rules
      would apply the law of another jurisdiction.


**4.3**
                              **Counterparts.**


This
      Agreement may be signed in any number of counterparts, each of which shall
      be an
      original, with the same effect as if the signatures thereto and hereto were
      upon
      the same instrument.


**4.4**
                              **Titles
                                                                  and
                                                                  Subtitles.**


The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.


**4.5**
                              **Notices.**


Any
      notice required or permitted to be given hereunder shall be sufficient if in
      writing and given in accordance with Section 9.11 of the Contribution
      Agreement.


18
  **4.6**
                              **Attorneys’
                                                                      Fees.**


If
      any
      action at law or in equity is necessary to enforce or interpret the terms of
      this Agreement, the prevailing party shall be entitled to reasonable attorney’s
      fees, costs and necessary disbursements in addition to any other relief to
      which
      such party may be entitled.


**4.7**
                              **Amendments
                                                                        and
                                                                        Waivers.**


Any
      term
      of this Agreement may be amended and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance and either
      retroactively or prospectively), only with the written consent of the Company,
      the holders of at least a majority of the Registrable Securities then
      outstanding. Any amendment or waiver effected in accordance with this paragraph
      shall be binding upon each holder of any Registrable Securities then
      outstanding, each future holder of all such Registrable Securities and the
      Company.


**4.8**
                              **No
                                                                          Inconsistent
                                                                          Agreements.******


Neither
      the Company nor any of its subsidiaries has entered, as of the date hereof,
      nor
      shall the Company or any of its subsidiaries, on or after the date of this
      Agreement, enter into any agreement with respect to its securities, that would
      have the effect of impairing the rights granted to the Investor in this
      Agreement or otherwise conflicts with the provisions hereof. Neither the Company
      nor any of its subsidiaries has previously entered into any agreement granting
      any registration rights with respect to any of its securities to any Person
      containing obligations that have not been satisfied in full as of the date
      hereof, to the extent such obligations arise on or before the date
      hereof.


**4.9**
                              **Specific
                                                                            Performance.**


The
      parties hereto acknowledge and agree that irreparable damage would occur in
      the
      event that any of the provisions of this Agreement were not performed in
      accordance with their specific terms or were otherwise breached. Accordingly,
      it
      is agreed that they shall be entitled to an injunction or injunctions to prevent
      breaches of the provisions of this Agreement and to enforce specifically the
      terms and provisions hereof in any court of competent jurisdiction in the United
      States or any state thereof, in addition to any other remedy to which they
      may
      be entitled at law or in equity.


**4.10**
                              **Severability.**


If
      any
      provision of this Agreement, as applied to either party or to any circumstance,
      is declared by a court of competent jurisdiction to be illegal, unenforceable
      or
      void, this Agreement shall continue in full force and effect without said
      provision.


**4.11**
                              **Rules
                                                                              of
                                                                              Construction.**


(a) For
      purposes of this Agreement, whenever the context requires: the singular number
      shall include the plural, and vice versa; the masculine gender shall include
      the
      feminine and neuter genders; the feminine gender shall include the masculine
      and
      neuter genders; and the neuter gender shall include the masculine and feminine
      genders.




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(b) The
      parties acknowledge that each party has read and negotiated the language used
      in
      this Agreement. The parties agree that, because all parties participated in
      negotiating and drafting this Agreement, no rule of construction shall apply
      to
      this Agreement which construes ambiguous language in favor of or against any
      party by reason of that party’s role in drafting this Agreement.


**4.12**
                              **Entire
                                                                                Agreement.**


This
      Agreement and the documents referred to herein constitutes the entire agreement
      among the parties with regard to the subject matter hereof, and supercedes
      any
      and all prior negotiations, correspondence, understandings and agreements
      between the parties regarding the subject matter hereof or thereof. No party
      shall be liable or bound to any other party in any manner by any warranties,
      representations or covenants, except as specifically set forth herein or
      therein.






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      of page intentionally left blank]***











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IN
      WITNESS WHEREOF, each of the parties has caused this Registration Rights
      Agreement to be executed on its behalf as of the date first written above.




“Company”
              
              **GENIUS
                PRODUCTS, INC.**
              
              By:
                /s/ Trevor Drinkwater
              
              Name:
                Trevor Drinkwater
              
              Title:
                Chief Executive Officer
            “Investor”
              
              **THE
                WEINSTEIN COMPANY LLC**,
              foritself
                and on behalf of all other
              Holders
                of Registrable Securities
              
              By:
                /s/ Lawrence Madden
              
              Name:
                Lawrence Madden
              
              Title:
                Chief Financial Officer

















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