terms of the Independent Contractor Agreement

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                                                                     Exhibit 4.6

September 1, 2003

Pamela Brown

Re:       LETTER OF AMENDMENT TO INDEPENDENT CONTRACTOR AGREEMENT

         -------------------------------------------------------

Dear Pam:

This letter will serve to document the amendment of the terms of the Independent

Contractor Agreement ("Agreement") between Genius Products, Inc. ("Genius"), and

Pamela Brown ("Contractor") dated January 1, 2003, as outlined below.

Effective as of today's date, the sections of Agreement enumerated below are

amended as follows:

ARTICLE 3 (COMPENSATION) - The "Description of Services" incorporated into

Section 3.1 (Terms of Compensation) is amended as follows:

COMPENSATION AND TERMS OF PAYMENT: For each month of service under the

Agreement,