Audit Committee Charter Revised0704

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF IMAGE ENTERTAINMENT, INC. I. AUDIT COMMITTEE PURPOSE The Audit Committee is appointed by the Board of Directors of Image Entertainment, Inc. (the Company") to assist the Board in fulfilling its oversight responsibilities. The Audit Committee’s primary duties and responsibilities are to: ! Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance. ! Monitor the independence and performance of the Company’s independent auditors and internal auditing department. ! Provide an avenue of communication among the independent auditors, management, the internal auditing department, and the Board of Directors. The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities and it has direct access to the independent auditors as well as anyone in the organization. The Audit Committee has the ability to retain, at the Company’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties. II. AUDIT COMMITTEE COMPOSITION AND MEETINGS Audit Committee members shall meet the requirements of the NASDAQ Exchange. The Audit Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent nonexecutive directors, free from any ...