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LIONS GATE ENTERTAINMENT CORP.
2700 Colorado Boulevard
Santa Monica, California 90404

June 6, 2006

VIA HAND DELIVERY

Image Entertainment, Inc.
Attention: Corporate Secretary,
Mr. Dennis Hohn Cho, Esq.
20525 Nordhoff Street, Suite 200
Chatsworth, California 91311


Re:		Notice of Nominations of Persons for Election to the Board of Directors

Gentlemen:

The undersigned stockholder (“Lionsgate”) of Image Entertainment, Inc., a Delaware corporation (the “Company”), hereby submits this notice (this “Notice”) on the date hereof pursuant to the provisions of Section 2.10 of the Bylaws of the Company (the “Bylaws”), filed as Exhibit C to the Definitive Proxy Statement of the Company filed on July 27, 2005 with the Securities and Exchange Commission (“SEC”). The text of Section 2.10 of the Bylaws is attached as Annex A to this Notice.

In the Current Report on Form 8-K filed by the Company with the SEC on March 31, 2006, the Company stated that the 2006 Annual Meeting of Stockholders of the Company (the “Annual Meeting”) is scheduled to take place on October 10, 2006, and that the Company intends to mail its definitive proxy statement on September 4, 2006. We request and expect that you will immediately notify us of any change in the date scheduled for the Annual Meeting, the date the Company intends to mail its definitive proxy statement or in the number of directors contemplated by the Company to stand for election at the Annual Meeting.

If the Company for any reason believes that this Notice was not made in accordance with the provisions of Section 2.10 of the Bylaws or is otherwise defective in any way, we request and expect that you will immediately notify us of the nature of and basis for the Company’s belief.

Image Entertainment, Inc.
June 6, 2006
Page 2

Please be advised as follows:

The name of the stockholder making the nomination is “Lions Gate Entertainment Corp.”, and our record address is 2700 Colorado Boulevard, Santa Monica, California 90404. Lions Gate Entertainment Corp. is currently the record owner of 571,429 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and is currently the beneficial owner of 4,033,996 shares of the Common Stock (which shares include the 571,429 shares of the Common Stock owned of record by us).

Notice of Intention to Nominate Persons For Election
to the Board of Directors of the Company (the “Board of Directors”)
at the Annual Meeting

As a stockholder of the Company entitled to vote for the election of directors at the Annual Meeting, Lionsgate currently intends to appear in person or by proxy at the Annual Meeting to nominate the following persons for election to the Board of Directors (each, a “Nominee”):

	•		Duke K. Bristow, Ph.D.

	•		Eric K. Doctorow

	•		Edward Huguez

	•		Joseph J. Incandela

	•		Joachim Kiener

	•		Barry David Perlstein

As of the date of this Notice, to the knowledge of Lionsgate, the full Board of Directors, consisting of six directors, is to be elected at the Annual Meeting. Lionsgate intends to nominate each Nominee for election to the Board of Directors at the Annual Meeting.

If, for any reason, more than six directors are to be elected at the Annual Meeting, then Lionsgate intends to nominate the Nominees for election to the Board of Directors and to propose additional nominees to fill any additional seats on the Board of Directors (each, an “Additional Nominee”).

Should any Nominee or Additional Nominee be unable to stand for election at the Annual Meeting, Lionsgate intends to nominate a person in the place of any such Nominee or Additional Nominee (a “Substitute”). In either case, at the earliest practicable time Lionsgate will give notice to the Company of any Additional Nominee or Substitute.

Image Entertainment, Inc.
June 6, 2006
Page 3

Lionsgate currently intends that if an Additional Nominee or Substitute is required, the first individual that Lionsgate will nominate as an Additional Nominee or as a Substitute will be Jack R. Crosby. For purposes of the remainder of this Notice, Mr. Crosby shall be included in the definition of Nominee hereunder.

Pursuant to Section 2.10 of the Bylaws, certain information about each Nominee is set forth in Annex C attached hereto and incorporated herein by this reference and the separate confidential addendum (solely stating the residence address of each Nominee) enclosed herewith and incorporated herein by this reference. With respect to each Nominee, the following information is included in Annex C: (i) the name, age and business address of the Nominee, (ii) the principal occupation or employment of the Nominee, (iii) the class and number of shares of the Company which are beneficially owned by the Nominee, and (iv) other information relating to the Nominee that is required to be disclosed in solicitations for proxies for election of directors pursuant to Regulation 14A promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The residence address of each Nominee is set forth on a separate, confidential addendum to this Notice enclosed herewith, and should be treated as confidential by the Company, not to be disclosed to any person or entity without the prior written consent of that Nominee.

Lionsgate has agreed to pay each Nominee $20,000 in consideration of his agreement to stand for election as a Nominee, to reimburse each Nominee for his reasonable expenses incurred in connection with his candidacy and agreement to stand for election as a Nominee, and to pay the reasonable legal fees and expenses of a single independent legal counsel selected collectively by and acting for the Nominees. Lionsgate has also agreed, on the terms and subject to the conditions of an indemnification agreement (the “Nomination Agreement”) with each of the Nominees, to indemnify, defend and hold harmless each Nominee from and against any and all losses, claims, damages, liabilities, judgments, costs, and expenses (including reasonable fees and disbursements of counsel and costs of investigation) to which such Nominee may become subject or which such Nominee may incur in connection with being made, or threatened with being made, a party or witness (or in any other capacity) to any proceeding at law or in equity or before any governmental agency or board or any other body whatsoever (whether arbitral, civil, criminal, trial, appeal, administrative, formal, informal, investigative or other), arising out of or based upon his being a Nominee or a “participant in a solicitation” (as defined in Instruction 3 to Item 4 of Schedule 14A (Rule 14a-101) promulgated by the SEC under the Exchange Act). There are no other arrangements or understandings between or among Lionsgate and any Nominee or any other person or persons pursuant to which the undersigned stockholder was or is to be selected as a director or Nominee.

The written consent of each Nominee is attached to this Notice as Annex B.

Neither the delivery of this Notice in accordance with the Bylaws nor any delivery by Lionsgate of additional information to the Company from and after the date hereof shall be deemed to constitute an admission by Lionsgate or any of its affiliates that such delivery is required or as to the legality or enforceability of the Bylaws or any other matter, or a waiver by Lionsgate or any of its affiliates of their rights to contest the enforceability of the Bylaws or any other matter.

Image Entertainment, Inc.
June 6, 2006
Page 4

Aside from its stock ownership in the Company, Lionsgate does not have a material interest in any of the matters which are, to its knowledge, currently proposed for the Annual Meeting.

[Signature Page Follows]

Image Entertainment, Inc.
June 6, 2006
Page 5


	Very truly yours, LIONS GATE ENTERTAINMENT CORP.
	By:	/s/ Wayne Levin
		Wayne Levin
		Executive Vice President, Corporate Operations and General Counsel


Attachments:		Annex A — Section 2.10 of the Bylaws Annex B — Consent of Nominees Annex C — Additional Information About the Nominees

ANNEX A

SECTION 2.10 OF THE BYLAWS

Section 2.10 Nominations of Persons for Election to the Board of Directors.

In addition to any other applicable requirements, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors, by any nominating committee or person appointed by the Board of Directors or by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 2.10. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the corporation, not less than 90 days nor more than 120 days prior to the date on which the corporation first mailed its proxy materials for the previous year’s annual meeting of shareholders (or the date on which the corporation mails its proxy materials for the current year if during the prior year the corporation did not hold an annual meeting or if the date of the annual meeting was changed more than 30 days from the prior year). Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of the corporation which are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Rule 14a under the Securities Exchange Act of 1934; and (b) as to the stockholder giving the notice, (i) the name and record address of the stockholder, and (ii) the class and number of shares of the corporation which are beneficially owned by the stockholder. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth herein. These provisions shall not apply to nomination of any persons entitled to be separately elected by holders of preferred stock.

The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

ANNEX B

CONSENT OF NOMINEE