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                                                                   EXHIBIT 10.71

                              GENIUS PRODUCTS, INC.
                             AUDIT COMMITTEE CHARTER

         The Audit Committee (sometimes referred to as the "Committee") is
appointed by the Board of Directors (the "Board") of Genius Products, Inc. (the
"Company") to assist the Board in monitoring (1) the integrity of the financial
statements of the Company, (2) the compliance by the Company with legal and
regulatory requirements and (3) the independence and performance of the
Company's internal and external auditors.

         The members of the Audit Committee shall meet the independence and
experience requirements of the American Stock Exchange. In particular, the
Chairman of the Audit Committee shall have accounting or related financial
management expertise. The members of the Audit Committee shall be appointed by
the Board on the recommendation of the Nominating Committee, if such a committee
exists.

         The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise the Committee. The Audit Committee may
request any officer or employee of the Company or the Company's outside counsel
or independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee. The Audit Committee may also meet
with the Company's investment bankers or financial analysts who follow the
Company.

         The Audit Committee shall make regular reports to the Board.

         The Audit Committee shall:

1. Review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.

2. Review the annual audited financial statements with management, including
major issues regarding accounting and auditing principles and practices as well
as the adequacy of internal controls that could significantly affect the
Company's financial statements.

3. Review an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgments made in connection with the
preparation of the Company's financial statements, including an analysis of the
effect of alternative GAAP methods on the Company's financial statements and a
description of any transactions as to which management obtained Statement on
Auditing Standards No. 50 letters.

4. Review with management and the independent auditor the effect of regulatory
and accounting initiatives as well as off-balance sheet structures on the
Company's financial statements.

5. Review with management and the independent auditor the Company's quarterly
financial statements prior to the filing of its Form 10-Q, including the results
of the independent auditors' reviews of the quarterly financial statements.





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6. Meet periodically with management to review the Company's major financial
risk exposures and the steps management has taken to monitor and control such
exposures.

7. Review major changes to the Company's auditing and accounting principles and
practices as suggested by the independent auditor, internal auditors or
management.

8. Recommend to the Board the appointment of the independent auditor, which firm
is ultimately accountable to the Audit Committee and the Board.

9. Review the experience and qualifications of the senior members of the
independent auditor team and the quality control procedures of the independent
auditor.

10. Approve the fees to be paid to the independent auditor for audit services.

11. Approve the retention of the independent auditor for any non-audit service
and the fee for such service.

12. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, consider whether
the provision of non-audit services is compatible with maintaining the auditor's
independence and, if so determined by the Audit Committee, recommend that the
Board take appropriate action to satisfy itself of the independence of the
auditor.

13. Evaluate together with the Board the performance of the independent auditor
and, whether it is appropriate to adopt a policy of rotating independent
auditors on a regular basis. If so determined by the Audit Committee, recommend
that the Board replace the independent auditor.

14. Recommend to the Board guidelines for the Company's hiring of employees of
the independent auditor who were engaged on the Company's account.

15. Discuss with the national office of the independent auditor, if any, issues
on which it was consulted by the Company's audit team and matters of audit
quality and consistency.

16. Review the appointment and replacement of the senior internal auditing
executive, if any.

17. Review the significant reports to management prepared by the internal
auditing department, if any, and management's responses.

18. Meet with the independent auditor prior to the audit to review the planning
and staffing of the audit.

19. Obtain from the independent auditor assurance that Section 10A of the
Securities Exchange Act of 1934 has not been implicated.

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20. Obtain reports from management, the Company's senior internal auditing
executive, if any, and the independent auditor that the Company's
subsidiaries/foreign affiliated entities, if any, are in conformity with
applicable legal requirements and the Company's Code of Conduct, when formally
established, including disclosures of insider and affiliated party transactions.

21. Discuss with the independent auditor the matters required to be discussed by
Statement on Auditing Standards No. 61 relating to the conduct of the audit

22. Review with management and the independent auditor any correspondence with
regulators or governmental agencies and any employee complaints or published
reports which raise material issues regarding the Company's financial statements
or accounting policies.

23. Review with the independent auditor any problems or difficulties the auditor
may have encountered and any management letter provided by the auditor and the
Company's response to that letter. Such review should include:

         (a) Any difficulties encountered in the course of the audit work,
         including any restrictions on the scope of activities or access to
         required information, and any disagreements with management.

         (b) Any changes required in the planned scope of the internal audit, if
         one occurs.

         (c) The internal audit department responsibilities, budget and
         staffing, if such a department is established.

24. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.

25. Advise the Board with respect to the Company's policies and procedures
regarding compliance with applicable laws and regulations and with the Company's
Code of Conduct, when formally established.

26. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance policies
and any material reports or inquiries received from regulators or governmental
agencies.

27. Meet at least quarterly with the chief financial officer, the senior
internal auditing executive, if any, and the independent auditor in separate
executive sessions.

         While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations and the Company's Code of Conduct,
when formally established.

         This Charter was adopted by the Board on July 22, 2002.

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