**EXHIBIT 10.45**

 

ImageEntertainment, Inc.

 

**Code of Ethics Policy**

 

Effective November 1, 2003

 

***Policyand Purpose***

 

As a public company, ImageEntertainment, Inc. (“Image”) takes very seriously its obligations to honestlyand accurately report its financial results and related information.  Image strives to comply with all applicablesecurities laws and regulations, accounting standards, accounting controls, andaudit practices.

 

***Codeof Ethics***

 

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

 

**Because of Image’s high level of commitmentto financial integrity:**

 

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

 

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

 

•                                          EveryImage employee, and members of our immediate families, will avoid any situationthat may create, seem to create, or be perceived to create a conflict betweenour personal interests and the interests of Image.  We will take necessary steps to avoid improper reportingrelationships and not directly or indirectly supervise or report to personswith whom we have a family or close personal relationship.

 

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

 

•                                          Imagecannot and will not tolerate any behavior that would constitute securitiesfraud, mail fraud, bank fraud, or wire fraud.

 

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

 

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

 

***Implementation***

 

Image expects your full cooperationin enforcing this Policy.  Image’sintent in preparing, implementing, and distributing this Policy is to ensurecompliance with federal, state, and local laws and to protect the interests ofImage, its shareholders, and the public.

 

Nothing in this Policy isintended to create a contract between Image and any officer or employee ofImage.

 

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ImageEntertainment, Inc.

 

**Code of Ethics Policy**

 

Effective November 1, 2003

 

**EXHIBIT A**

 

Certification of Preparationfor Periodic and Annual Reports

 

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

 

To the best of my knowledge andability:

 

•                                          Iacted with honesty and integrity, avoiding actual or apparent conflicts ofinterest in personal and professional relationships.

 

•                                          Iprovided all officers, employees, contractors, subcontractors, and agents withinformation that is accurate, complete, objective, relevant, timely andunderstandable.

 

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

 

•                                          Iacted in good faith, responsibly, with due care, competence and diligence,without misrepresenting material facts or allowing my independent judgment tobe subordinated.

 

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

 

•                                          Ishared knowledge and maintained skills important and relevant to the needs ofthe officers, employees, contractors, subcontractors, and agents.

 

•                                          Iproactively promoted ethical behavior as a responsible partner among my peersin my work environment.

 

•                                          Iachieved responsible use of and control over all assets and resources employedor entrusted to me.

 

 
| Signature:  |   |   | Date:  |   |
|-------------|--------|--------|--------|--------|
|        |   |
| Print Name: |   |   |   |
|             |        |        |        |        |  |  |

 

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**RECEIPT AND ACKNOWLEDGMENT**

 

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

 

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

 

I understand that if I havequestions related to the standards of conduct outlined in the Code of Ethics, Iam to discuss them promptly with my supervisor, Human Resources or GeneralCounsel.

 

 
| Signature:  |   |   | Date:  |   |
|-------------|--------|--------|--------|--------|
|        |   |
| Print Name: |   |   |   |
|             |        |        |        |        |  |

 

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