**SERVICES
      AGREEMENT**





THIS
      SERVICES AGREEMENT (this “ Agreement ”)
      is
      entered into as of July 21, 2006, by and between Genius Products, Inc., a
      Delaware corporation (the “ Company ”),
      and
      Genius Products, LLC, a Delaware limited liability company (the “ Distributor ”).
      Capitalized terms not otherwise defined in this Agreement are defined in that
      certain Master Contribution Agreement, dated as of December 5, 2005, as amended
      (the “ Contribution
      Agreement ”),
      by
      and among the Company, The Weinstein Company LLC, a Delaware limited liability
      company (“ TWC ”),
      and
      The Weinstein Company Holdings LLC.




**RECITALS**




A. The
      Company, TWC and the Distributor have entered into the Contribution Agreement,
      pursuant to which the Company will contribute substantially all of its assets
      to
      the Distributor.




B. Following
      the completion of the transactions contemplated by the Contribution Agreement,
      the Company will continue as a publicly-traded company and serve as the managing
      member of the Distributor, and will therefore require certain accounting, legal,
      administrative and other services.




C. The
      parties desire that the Distributor provide these services to the Company.




NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties agree as follows:





1. Services .
      The
      Company hereby appoints the Distributor to render certain services to or on
      behalf of the Company as contemplated herein. Unless otherwise instructed by
      the
      Company, the Distributor shall provide to the Company, in a timely, efficient
      and workmanlike manner, such services as shall be reasonably necessary or
      appropriate to enable the Company to (i) serve as the managing member of the
      Distributor and perform
      its obligations as managing member under and in the manner contemplated in
      the
      Contribution Agreement, Limited Liability Company Agreement and Registration
      Rights Agreement, (ii) continue
      as a public reporting company following the Closing, and (iii) comply with
      all
      other legal, regulatory and contractual obligations and requirements applicable
      to the Company in connection with the foregoing, including without limitation
      the following services (each, a “ Service ”,
      and
      collectively, the “ Services ”):




(a)
            Furnishing
                the time and services of individuals who will serve as the officers
                and
                employees of the Company, in such capacities and with such duties
                as
                determined by the Board of Directors of the Company (the “Board”);




(b)
            Maintaining
                the Company’s status as a public reporting company with publicly traded
                securities, including without limitation (i) preparing public filings
                and
                registration statements; (ii) registering securities of the Company
                for
                public sale as approved by the Board; (iii) arranging for audit and
                related services of the Company’s financial statements;
                (iv) communicating with and providing reports to the shareholders of
                the Company; and (v) handling investor and public relations;




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(c)
            Providing
                accounting and bookkeeping services for the Company;




(d)
            Coordinating
                and conducting financing activities by the Company in furtherance
                of the
                business of theDistributor;




(e)
            Providing
                insurance to the Company and insurance and employee benefits to the
                officers, directors and employees of the Company, on such terms and
                in
                such amounts as approved by the Board, including without limitation
                directors and officers liability insurance and errors and omissions
                liability insurance;




(f)
            Paying
                fees to directors of the Company for their service on the Board,
                in such
                amounts as are approved by the Board or a designated committee thereof;




(g)
            Managing
                the cash and assets of the Company;




(h)
            Paying
                taxes, governmental fees and similar charges related to maintaining
                the
                Company’s good standing and qualification to do business in various
                jurisdictions;




(i)
            Providing
                for, supervising and directing (i) the preparation, review and filing
                of
                all federal, state and other required tax returns of the Company,
                (ii)
                requests for assistance on tax related matters from the Company,
                and (iii)
                all activities of the Company’s outside tax preparer;provided,
                that except as otherwise provided in Section 1(h), any liability
                for taxes
                of the Company shall be the sole responsibility of the Company, andprovided
                further,
                that all tax matters shall be determined by the Company in its absolute
                and sole discretion except as otherwise agreed to in the Contribution
                Agreement and the LLC Operating Agreement of the Distributor;




(j)
            Providing
                use of such facilities and telecommunications and data services as
                are
                reasonably required by the Company;




(k)
            Paying
                and defending against claims for loss, damage, expense or liability
                against the Company or any of its officers, directors, employees
                or
                agents, other than to the extent arising out of or related to (i)
                any
                breach of any representation, warranty, covenant or agreement of
                the
                Company under the Master Contribution Agreement, the Limited Liability
                Company Agreement or the Registration Rights Agreement, (ii) any
                Excluded
                Liability, or (iii) Retained Asset or activities relating to the
                foregoing;




(l)
            Complying
                with any contract, agreement or other obligation to which the Company
                is
                or may become a party (and which is approved in accordance with the
                Contribution Agreement or the Limited Liability Company Agreement),
                other
                than any contract, agreement or other obligation relating to any
                (i)
                breach of any representation, warranty, covenant or agreement of
                the
                Company under the Master Contribution Agreement, the Limited Liability
                Company Agreement or the Registration Rights Agreement, (ii) Excluded
                Liability,(iii)Retained Asset or (iv) Unassigned Contract (or activities
                relating to the foregoing);




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(m)
            Furnishing
                and/or paying forall
                reasonable and customary third party legal, accounting, audit and
                other
                services in support or furtherance of any of the Services; and




(n)
            Such
                other Services as are mutually agreed by the Company and Distributor
                (subject to the Limited Liability Company Agreement) .




For
      the
      avoidance of doubt, Distributor shall not be required to perform any activities
      under this Agreement related to (i) any breach of any representation, warranty,
      covenant or agreement of the Company under the Master Contribution Agreement,
      the Limited Liability Company Agreement or the Registration Rights Agreement,
      (ii)the Excluded Liabilities or(iii) Retained Assets (or any related activities)
      without the approval of Distributor (with the consent of WCO) and an agreement
      regarding compensation to the Distributor for such services




2. Reimbursement .
      To the
      extent that any of the Services are not provided to the Company as contemplated
      above, the Company shall have the right to obtain any of the Services itself
      and
      obtain reimbursement from the Distributor for the reasonable costs thereof,
      including internal and external costs and the Company’s reasonable cost of
      borrowing to finance such costs. The Company will promptly furnish the
      Distributor with a written invoice for such costs as they are incurred, along
      with a reasonably detailed itemization of such costs. Such reimbursement will
      be
      paid by the Distributor in full within 30 days of receipt thereof.




3. Tax
      Treatment . The
      Company and Distributor agree to treat (a) any cash reimbursements
      hereunder as “guaranteed payments” for tax purposes, within the meaning of
      Section 707(c) of the Internal Revenue Code and (b) the provision of
      Services hereunder as solely for the benefit of Distributor and therefore
      not giving rise to taxable income, or allocations of income by Distributor,
      to the Company.




4. Termination .
      This
      Agreement shall terminate upon the earliest to occur of (i) the written
      agreement of the parties to terminate this Agreement, (ii) such time as the
      Distributor is dissolved or liquidated, or (iii) such time as the Distributor
      ceases to be owned in whole or in part by either of the Company or TWC.





5. Subcontractors .
      Nothing
      in this Agreement will prevent the Distributor from using subcontractors or
      other agents to perform all or any part of the Services hereunder.





6. No
      Partnership or Joint Venture; Independent Contractor .
      Nothing
      contained in this Agreement will constitute or be construed to be or create
      a
      partnership or joint venture between the parties or their respective successors
      or assigns. The parties understand and agree that this Agreement does not make
      either of them an agent or legal representative of the other for any purpose
      whatsoever. No party is granted, by this Agreement or otherwise, any right
      or
      authority to assume or create any obligation or responsibilities, express or
      implied, on behalf of or in the name of any other party, or to bind any other
      party in any manner whatsoever. The Distributor in providing the Services
      hereunder will be deemed in all respects the independent contractor of the
      Company.




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7. Excused
      Performance .
      Except
      with respect to any party’s obligation to make payments hereunder, in no event
      will the Distributor be liable or responsible to the Company for any delay
      or
      other failure to perform hereunder that is due to: (i) the Company’s delay in
      supplying or failure to supply approvals, information, materials, or services
      called for or reasonably required under the terms of this Agreement; or (ii)
      occurrences or circumstances beyond the Distributor’s reasonable control
      (including epidemic, riot, unavailability of resources due to national defense
      priorities, war, armed hostilities, strike, walkouts, civil disobedience,
      embargo, fire, flood, drought, storm, pestilence, lightning, explosion, power
      blackout, earthquake, volcanic eruption or any foreseeable or unforeseeable
      act
      of God, act of a public enemy, act of terrorism, act of sabotage, or other
      natural catastrophe or civil disturbance), in each case during the period and
      to
      the extent that such extraordinary condition delays, impairs or prevents the
      Distributor’s performance (collectively, “Force Majeure Conditions”).
      Performance times under this Agreement will be considered extended for a period
      of time equivalent to the time lost because of any delay or failure to perform
      excusable under this Section 7. If the Distributor claims excusable delay it
      will use commercially reasonable efforts to notify the Company of the Force
      Majeure Condition and to mitigate the effects of the Force Majeure Condition
      giving rise to the delay so as to continue performing as required hereunder
      as
      expeditiously as reasonably possible.





8. Miscellaneous




(a) Successors
      and Assigns .
      The
      covenants and agreements contained herein shall be binding upon and inure to
      the
      benefit of the successors and assigns of the respective parties hereto. Neither
      party may assign this Agreement without the consent of the other
      party.




(b) Notices .
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be delivered in accordance with the requirement for notices
      under the Contribution Agreement.




(c) Counterparts .
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original but all of which together shall constitute one and the same instrument.
      This Agreement may be executed by facsimile signature.




(d) No
      Continuing Waiver .
      The
      waiver of either party of any breach of this Agreement shall not operate or
      be
      construed to be a waiver of any subsequent breach.




(e) Applicable
      Law .
      This
      Agreement shall be construed and enforced in accordance with the laws of the
      State of California, without regard to principles of conflicts of laws.




(f) Headings .
      All
      section headings in this Agreement are for convenience of reference only and
      are
      not intended to qualify the meaning of any section.




***[Signatures
      on following page]***








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




“The
                Company”
              
              **GENIUS
                PRODUCTS, INC.**
              
              By:
                /s/ Trevor Drinkwater
              
              Name:
                Trevor Drinkwater
              
              Title:
                President and Chief Executive Officer
            “Distributor”
              
              **GENIUS
                PRODUCTS, LLC**
              
              By:
                /s/ Trevor Drinkwater
              
              Name:
                Trevor Drinkwater
              
              Title:
                President and Chief Executive Officer






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