270 Legal [Sample Agreements]

OUTPUT DISTRIBUTION AGREEMENT

THIS AGREEMENT (“Agreement”) is dated as of July 7, 2006 and is entered into between Genius Products, Inc. (“Genius”) and ESPN Enterprises, Inc. (“ESPN”). All capitalized terms (other than paragraph headings) are defined as set forth herein.

1. Grant of Rights. ESPN hereby grants to Genius, throughout the Territory and during the Term, the exclusive Videogram rights as more particularly set forth herein, in and to all audiovisual productions released by ESPN that ESPN elects to distribute or cause to be distributed by means of Videograms during the Term and as to which ESPN owns or controls said rights in the Territory (each an “AP” and individually or collectively, “APs”). In addition to future APs, subject to the terms and conditions hereof Genius will distribute hereunder certain APs existing as of the date hereof which are set forth in Exhibit “1” attached hereto, and Exhibit 1 will be supplemented from time to time as each additional AP or APs become covered hereunder during the Term. Notwithstanding the foregoing, the following productions are excluded from this Agreement and are not APs hereunder: (i) ”ESPN Golf Schools 3-Club Tour with Hank Haney,” (ii) “ESPN Golf Schools Top Tips with Hank Haney,” and (iii) “Code*Breakers.”

2. Territory. Unless ESPN notifies Genius to the contrary in writing with respect to a particular AP no later than six (6) months prior to the intended Release Date (as defined below) of such AP hereunder, the “Territory” is the United States and Canada and their respective territories and possessions, including the U.S. Virgin Islands, Puerto Rico and Guam. The Territory shall also include Army, Navy, Air Force, Red Cross and other U.S. and Canadian national and governmental installations. wherever any such facilities and installations are located.

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