EXHIBIT 10.31

                         EXECUTIVE EMPLOYMENT AGREEMENT

                                     between

                           AMERICAN VANTAGE COMPANIES

                                       and

                                ANNA M. MORRISON

This Executive  Employment  Agreement (this "Agreement"),  dated as of August 1,
2004 (the "Effective  Date"),  is by and between American Vantage  Companies,  a
Nevada corporation (the "Corporation"), and Anna M. Morrison ("Executive").

      WHEREAS, Executive is employed by the Corporation pursuant to an Executive
Employment  Agreement,  dated as of April  16,  2003  (the  "Prior  Agreement"),
between the Corporation and Executive; and

      WHEREAS,  the Corporation  desires to continue to employ  Executive as the
Corporation's  Chief  Accounting  Officer,  upon the terms and conditions as set
forth in this Agreement; and

      WHEREAS,  Executive desires to accept such employment with the Corporation
upon such terms and conditions.

      NOW,  THEREFORE,  in consideration of the mutual covenants and obligations
set forth in this  Agreement  and other  good and  valuable  consideration,  the
receipt and adequacy is hereby acknowledged, the parties to this Agreement agree
as set forth below.

      1.    Termination of Prior Agreement.

            This  Agreement   supersedes  the  Prior  Agreement  and  the  Prior
            Agreement  hereby is terminated in its entirety and hereby made null
            and void with no party to the Prior  Agreement  having  any  rights,
            obligations or liabilities under the Prior Agreement.

            Notwithstanding  the immediately  preceding  sentence,  all benefits
            received by Executive under the Prior Agreement,  including, but not
            limited  to,  compensation,  bonuses,  contributions  to  retirement
            programs and option  grants,  shall remain the property of Executive
            and, with respect to option grants, remain exercisable and vested in
            accordance with their terms.

      2.    Employment and Duties.

            (a) The Corporation employs Executive for the Term of this Agreement
      (as such term is  defined in  paragraph  3(b) of this  Agreement)  as, and
      Executive  accepts  employment  with the  Corporation  in the position of,
      Chief Accounting Officer of the Corporation.

            (b) As Chief Accounting Officer of the Corporation,  Executive shall
      perform such duties and services,  consistent with such positions,  as may
      be assigned to  Executive  from time to time by the Board of  Directors of
      the  Corporation  (the "Board") or the Board's  designee,  which designee,
      absent notice actually given Executive by the Board to the contrary, shall
      be the President and/or Chief Executive Officer of the Corporation.

            (c) Executive  covenants and agrees to perform faithfully and to the
      best of Executive's  abilities such duties and other reasonable  executive
      duties and responsibilities assigned to Executive from time to time by the
      Board or the Board's designee.

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      3.    Term of Agreement.

            (a) Subject to the terms and conditions set forth in this Agreement,
the term of Executive's  employment by the  Corporation and this Agreement shall
commence on the  Effective  Date and shall  terminate  on December 31, 2005 (the
"Initial Term").

            (b) The term of employment of Executive and this  Agreement,  as set
forth in paragraph  3(a) of this  Agreement,  shall  automatically  be extended,
without any further action by the  Corporation or Executive,  for successive one
year periods (each,  an "Option Term" and,  collectively  with the Initial Term,
the "Term of this Agreement"),  on the same terms and conditions as set forth in
this Agreement. If either party shall desire to terminate Executive's employment
by the  Corporation  or this  Agreement  at the end of the  Initial  Term or any
Option Term,  such party shall give  written  notice of such desire to the other
party at  least 60 days  prior to the  expiration  of the  Initial  Term or such
Option Term,  as the case may be. At the  expiration of the Initial Term or then
existing Option Term, as the case may be, the Corporation  shall have no further
obligation  to  Executive,  and  Executive  shall have no further  obligation to
Corporation,   except  with  respect  to  (i)  Executive's  obligations  to  the
Corporation  pursuant to sections  8, 9, 10 and 11 of this  Agreement,  (ii) the
Corporation's  obligations to Executive  pursuant to section 6 of this Agreement
and (iii) any other  obligations the  Corporation  may have to Executive  and/or
Executive  may  have to the  Corporation  under  applicable  law  governing  the
relationship  of an employer  to an  employee  and/or an employee to an employer
upon and following termination of such relationship.

      4.    Time to be Devoted to Employment.

            (a) Executive  agrees to devote  Executive's  full time,  attention,
efforts,  loyalties and energies to the business and affairs of the Corporation.
Notwithstanding the immediately preceding sentence, Executive shall be permitted
to devote a reasonable  amount of time,  attention  and  energies to  reasonable
community  activities and public affairs,  provided such engagement shall not in
any way  conflict  with the  business of any of the  Companies  (as such term is
defined in section 5 of this Agreement).

            (b)  Executive  shall be entitled to the number of paid vacation and
personal days in each calendar year as determined by the Board for its executive
officers, but in no event less than twenty work days per calendar year (prorated
for any  period  during  the Term of this  Agreement  which is less  than a full
calendar year).  Executive shall not be permitted to use more than ten work days
of vacation or personal days  consecutively  without the written approval of the
Board or the Board's designee.

      5.    Restriction  on Other  Employment;  Relationship  of  Corporation to
            Parent and the Companies.

            (a)  During  the  term of  employment  and  Term of this  Agreement,
Executive agrees that, without the prior approval of the Board,  Executive shall
not accept a membership on or otherwise become a member of a board of directors,
act as an  officer,  employee  or  consultant  or engage  in any other  business
activity,  whether or not such other business is a similar or competing business
with  the  Corporation  or any  subsidiary  (each,  a  "Subsidiary")  or  parent
("Parent"  and,  as  a  whole  with  the  Corporation  and   Subsidiaries,   the
"Companies"),  whether presently existing or hereafter created or acquired, that
would in any way conflict  with the business of any of the Companies or the time
required by Executive to perform Executive's duties to the Corporation.

            (b) It is  expressly  understood  that the  Corporation  may require
Executive to devote  Executive's  efforts and be assigned duties relating to the
operations of any or all of the Companies, without further compensation from the
Corporation or any of the Companies.  It is understood and agreed that Executive
will hold the same  offices with all of the  Companies  as Executive  shall hold
under this Agreement,  unless the Board, in the Board's sole  discretion,  shall
determine otherwise.


<PAGE>

      6.    Compensation; Reimbursement.

            (a) Commencing as of the Effective Date, the  Corporation  shall pay
to Executive an annual base salary (the "Base  Salary") of $205,000,  payable in
equal  bi-weekly  installments  or in the manner and on the timetable  which the
Corporation's  payroll  is  customarily  handled  or at  such  intervals  as the
Corporation and Executive may hereafter  agree to from time to time.  Commencing
on January 1, 2006 and on each  anniversary  thereafter  during the Term of this
Agreement  (each,  a "Base Salary  Adjustment  Date"),  the Base Salary shall be
subject to a cost of living  adjustment equal to the Base Salary as in effect on
such Base Salary  Adjustment  Date  multiplied  by a fraction,  the numerator of
which shall be the Consumer  Price Index for all Urban Areas (All  Employees) as
published by the Bureau of Labor  Statistics of the United States  Department of
Labor (the "COLA Index") in effect on such Base Salary  Adjustment  Date and the
denominator  of which  shall be the COLA Index in effect on the later of the (i)
Effective Date or (ii) immediately preceding Base Salary Adjustment Date. In any
year in which the COLA Index is not available,  the Board shall,  in the Board's
reasonable  discretion,  find  and use a  similar  governmental  publication  or
similar  criteria  for the  COLA  Index  to be used  for the  numerator  for the
purposes of this  paragraph  6(a) and shall,  retroactively,  establish the COLA
Index to be used for the  denominator  for the purposes of this  paragraph  6(a)
using such similar publication or criteria.  Executive's Base Salary may, but is
not  required  to,  be  increased  from  time to time,  based  upon  Executive's
performance  and other  relevant  factors,  as the  Board may deem  appropriate,
without  affecting any other provisions of this Agreement.  Once so increased in
accordance with the immediately  preceding sentence,  the Base Salary may not be
thereafter decreased without the prior written consent of Executive.

            (b) In  addition  to  receiving  the  Base  Salary  provided  for in
paragraph 6(a) of this Agreement,  during the Term of this  Agreement,  Employee
shall be entitled to receive such fringe  benefits,  including,  but not limited
to, participation in any  Corporation-sponsored  retirement plan, profit sharing
plan,  savings  plan,  stock option or  ownership  plan and  medical/health  and
disability insurance benefits,  as are made available from time to time to other
executive  officers of the  Corporation or any of the Companies.  Whether or not
available  to  others,  Executive  shall  specifically  be  entitled  to medical
insurance coverage,  paid for by the Corporation,  provided that Executive shall
qualify for such coverage.

            (c) The  Corporation  shall  reimburse the Executive,  in accordance
with the practice followed from time to time for other executive officers of the
Corporation,  for all reasonable and necessary  business and traveling  expenses
and  other  disbursements  incurred  by  Executive  for  or  on  behalf  of  the
Corporation in the  performance of Executive's  duties under this Agreement upon
presentation  by the Executive to the  Corporation  of an  appropriate  detailed
accounting of such expenses and disbursements.

            (d) In  addition  to  receiving  the  Base  Salary  provided  for in
paragraph  6(a) of  this  Agreement  and the  fringe  benefits  provided  for in
paragraph 6(b) of this Agreement,  the Corporation shall use its best efforts to
obtain and maintain for the Term of this  Agreement  term life  insurance on the
life of  Executive  in the  amount  of  $250,000,  which  shall  be  payable  to
Executive's  designee(s),  provided,  in all events that Executive shall qualify
for such insurance and cooperate in obtaining and  maintaining  such  insurance.
Executive shall have the right to change Executive's designee(s), at Executive's
sole discretion,  subject to the provisions of the applicable  insurance policy.
The  entire  premium  expense  for  such  life  insurance  shall  be paid by the
Corporation.

            (e) If requested by the Board,  Executive shall use Executive's best
efforts to obtain and  maintain  for the Term of this  Agreement  "key man" term
life  insurance on the life of Executive in an amount  determined  by the Board,
which  amount shall be payable to the  Corporation  as  beneficiary.  The entire
premium expense for such life insurance shall be paid by the Corporation.

      7.    Termination of Employment.

            (a)  Executive's  employment by the  Corporation  and this Agreement
shall terminate in the event of the death of Executive.

            (b) The  Corporation  may terminate this  Agreement and  Executive's
employment  for cause,  and,  in such an event,  the  Corporation  shall only be
obligated to pay Executive the Base Salary through the date of such termination.
Prior to any termination  pursuant to this paragraph 7(b), the Corporation  must
give Executive  reasonable written notice and adequate opportunity to respond to
the reasons for such  termination  or, where  applicable,  cure. For purposes of
this  paragraph  7(b),  "cause"  shall mean that the Board has made a reasonable
determination that Executive has:

      (i)   committed a fraud against any of the Companies,

      (ii)  misappropriated or done material, intentional damage to the property
            of any of the Companies,


<PAGE>

      (iii) been  convicted of a felony  involving  personal  dishonesty,  moral
            turpitude, or willfully violent conduct,

      (iv)  engaged in gross business misconduct,

      (v)   engaged in gross malfeasance of Executive's duties,

      (vi)  materially breached any provision of this Agreement, or

      (vii) failed, on account of a medical disability, to substantially perform
            Executive's  duties of  employment  for a period  of 90  consecutive
            calendar  days and the finding by the Board,  in the exercise of the
            Board's  reasonable  discretion,  that Executive will not be able to
            substantially  perform  Executive's duties for the shorter of (A) at
            least a period of an  additional 90 calendar days during the Term of
            this  Agreement  or (B)  for  the  remainder  of the  Term  of  this
            Agreement.

            (c) The Executive may terminate this Employment Agreement should the
Corporation  insist that the Executive relocate to offices located at a distance
in excess of 50 miles from the location of the Executive's  employment as of the
Effective Date.

            (d) If, for any reason,  Executive's  employment is terminated under
paragraph  7(a) or  clause  (vii)  of  paragraph  7(b) of  this  Agreement,  any
compensation  payable  under section 6 of this  Agreement  which shall have been
earned  but not yet  paid  shall  be paid by the  Corporation  to  Executive  or
Executive's estate, guardian or custodian, as the case may be.

            (e) If, for any reason,  Executive's employment is terminated by the
Corporation  prior to the last day of the Term of this  Agreement  without cause
and  other  than for any of the  reasons  set  forth in  paragraph  7(a) of this
Agreement or if the Executive terminates this Agreement for the reason set forth
in paragraph 7(c) or if there is a "change in control" and Executive  shall have
terminated  Executive's  employment with the Corporation within twelve months of
such change in control, Executive shall be entitled to a severance payment equal
to 100% of Executive's Base Salary as in effect on the date of such termination,
payable  over a period  equal in length to the period in which  Executive  would
have received  Executive's Base Salary equal to the aggregate  severance payment
had  Executive  remained  in the  employ  of the  Corporation  pursuant  to this
Agreement.  Such  severance  payments  shall  commence with the first pay period
immediately following the date of such termination.

            (f) For the purposes of paragraph 7(e) of this Agreement,  a "change
in  control  shall be  deemed to occur  when and only when any of the  following
events first occurs:

      (i) any person who is not currently a stockholder  of the Company  becomes
      the beneficial owner, directly or indirectly, of securities of the Company
      representing  30% or more of the combined  voting  power of the  Company's
      then outstanding voting securities;

      (ii) two or more  directors,  whose election or nomination for election is
      not approved by a majority of the  "incumbent  board," are elected  within
      any single 24-month consecutive period to serve on the Board;

      (iii) members of the incumbent board cease to constitute a majority of the
      Board  without the  approval  of the  remaining  members of the  incumbent
      board; or

      (iv) any merger (other than a merger where the Corporation is the survivor
      and there is no accompanying  change in control under clauses (i), (ii) or
      (iii) of this paragraph 7(f), consolidation, liquidation or dissolution of
      the Corporation,  or the sale of all or substantially all of the assets of
      the Corporation.


<PAGE>

      Notwithstanding the foregoing,  a change in control shall not be deemed to
occur  pursuant to clause (i) of this  paragraph 7(f) solely because 30% or more
of the combined  voting power of the  Corporation's  outstanding  securities  is
acquired by one or more employee  benefit plans maintained by the Corporation or
by any other  employer,  the  majority  interest  in which is held,  directly or
indirectly,  by the Corporation.  For purposes of this paragraph 7(f), the terms
"person"  and  "beneficial  owner"  shall have the meaning set forth in Sections
3(a)  and  13(d)  of  the  Securities  Exchange  Act,  and  in  the  regulations
promulgated  thereunder,  and the  term  "incumbent  board"  shall  mean (x) the
members of the Board on the Effective  Date, to the extent that they continue to
serve as members of the Board,  and (y) any  individual  who becomes a member of
the Board after the Effective Date, if such individual's  election or nomination
for election as a director was approved by a vote of at least  three-quarters of
the then incumbent board.

      8.    Disclosure of Information.

      Executive  agrees that Executive will not, at any time during or after the
Term of this Agreement,  disclose,  reproduce, assign or transfer to any person,
firm,  corporation  or other  business  entity,  except as required by law,  any
non-public  information  concerning  the business,  clients,  affairs,  business
plans,  strategies,  compounds,   formulations,   methods,  devices,  apparatus,
preparations,  results from ongoing  investigations  by others,  and present and
future plans of the  Corporation,  any  subsidiary  or affiliate  thereof or any
company formed or funded by the Corporation ("Confidential Information") for any
reason or purpose  whatsoever,  without the Corporation's  written consent;  nor
shall Executive make use of any of such Confidential Information for Executive's
own  purpose  or for the  benefit  of any  person,  firm,  corporation  or other
business entity, except the Corporation or any subsidiary or affiliate thereof.

      9.    Restrictive Covenants.

            (a) Executive  hereby  acknowledges  and recognizes  that during the
term of employment by the Corporation,  Executive will be privy to trade secrets
and confidential  proprietary information critical to the Corporation's business
and Executive  further  acknowledges  and recognizes that the Corporation  would
find it extremely difficult or impossible to replace Executive and, accordingly,
Executive agrees that, in  consideration  of the premises  contained herein and,
the consideration to be received by the Executive hereunder, Executive will not,
from the date  hereof  through the end of the Term of this  Agreement  and for a
six-month period thereafter,  (i) directly or indirectly engage in, represent in
any way, or be  connected  with,  any  business or  activity  (such  business or
activity being hereinafter called a "Competing  Business"),  in competition with
the  Corporation or any Subsidiary in any location  throughout the United States
of America (the "Restricted Territory"),  at the time of Executive's termination
of  employment  with the  Corporation,  whether such  engagement  shall be as an
officer,  director, owner, employee,  partner, affiliate or other participant in
any Competing Business, (ii) assist others in engaging in any Competing Business
in the manner  described in the  foregoing  clause (i) of this  paragraph  9(a),
(iii)  induce  other  employees  of any  of  the  Companies  to  terminate  such
employee's  employment  with any of the  Companies,  or engage in any  Competing
Business  and (iv) induce  customers of any of the  Companies to terminate  such
customer's  relationship with any of the Companies, or to purchase the goods and
services  previously  supplied by any of the Companies to such customer from any
Competing Business.  In the event that termination of Executive is without cause
under paragraph 7(b) of this Agreement,  the restrictions  specified above shall
be applicable for the Restricted  Territory and for the period of time Executive
continues  to  receive  compensation  from  the  Corporation  pursuant  to  this
Agreement,  but in no event  for  less  than  six  months  from the date of such
termination without cause.

            (b)  Executive  understands  that  the  restrictions   contained  in
paragraph  9(a)  of this  Agreement  may  limit  Executive's  ability  to earn a
livelihood in a business similar to the businesses of any of the Companies,  but
Executive   nevertheless   believes  that  Executive  will  receive   sufficient
consideration  under this Agreement and as an employee of the Corporation and as
otherwise provided in this Agreement clearly to justify such restrictions which,
in any event (given Executive's education,  skills and ability),  Executive does
not believe would prevent Executive from earning a living.

            (c) Executive represents and warrants that:


<PAGE>

      (i)  Executive is familiar  with the covenants not to compete as set forth
      in paragraph 9(a) of this Agreement;

      (ii)  Executive has had the  opportunity  to discuss the provisions of the
      covenants  as set  forth  in  this  section  9 with  Executive's  personal
      attorney  and has  concluded  that  such  provisions  (including,  without
      limitation,  the right of equitable relief and the length of time provided
      for herein) are fair, reasonable and just under the circumstances;

      (iii)  Executive  is  fully  aware  of the  obligations,  limitations  and
      liabilities  included in the  covenants as set forth in paragraph  9(a) of
      this Agreement;

      (iv) the scope of  activities  covered as set forth in  paragraph  9(a) of
      this  Agreement  is  substantially  similar  to  those  activities  to  be
      performed by Executive pursuant to this Agreement;

      (v) the  duration  of  covenants  as set forth in  paragraph  9(a) of this
      Agreement  have  been  agreed  upon as a  reasonable  restriction,  giving
      consideration to the following factors:

            (A) Executive and the  Corporation  reasonably  anticipate that this
            Agreement,  although terminable in accordance with section 7 of this
            Agreement  or  otherwise,  may  continue  in effect  for  sufficient
            duration to allow Executive to attain superior  bargaining  strength
            and an ability for unfair  competition with respect to the customers
            of the Companies and

            (B)   the duration of the  covenants as set forth in paragraph  9(a)
                  of this  Agreement is a reasonably  necessary  period to allow
                  the  Corporation  to restore  the  Corporation's  position  of
                  equivalent  bargaining  strength  and  fair  competition  with
                  respect to such customers;

      (vi) the geographical  territory  covered hereby has been agreed upon as a
      reasonable geographical restriction; and

      (vii) the Corporation is relying upon the representations,  warranties and
      covenants of Executive  contained in this section 9 in entering  into this
      Agreement and, without such representations, warranties and covenants, the
      Corporation would not enter into this Agreement.

      10.   Corporation's Right to Inventions and Work Product.

      Executive shall promptly disclose, grant and assign to the Corporation for
the  Corporation's  sole use and benefit any and all  inventions,  improvements,
technical information and suggestions relating in any way to the business of any
of the  Companies,  which  Executive  may develop or acquire  during the term of
employment  with the  Corporation  (whether or not during normal working hours),
together with all patent applications, letters, patents, copyrights and reissues
thereof  that  may at any  time be  granted  for or  upon  any  such  invention,
improvement or technical information. In connection therewith:

      (a) Executive shall, without charge but at the expense of the Corporation,
      promptly at all times  hereafter  execute  and deliver to the  Corporation
      and/or the Companies  such  applications,  assignments,  descriptions  and
      other  instruments  as may be  necessary  or proper in the  opinion of the
      Corporation to vest title to any such inventions,  improvements, technical
      information, patent applications,  patents, copyrights or reissues thereof
      in the  Corporation  and/or the  Companies  and to enable the  Corporation
      and/or the  Companies  to obtain and  maintain  the entire right and title
      thereto throughout the world; and

      (b) Executive shall render to the Corporation  and/or the Companies at the
      Corporation's  and/or  the  Companies'  expense  (including  a  reasonable
      payment  for the  time  involved  in  case  Executive  is not  then in the
      Corporation's  employ) all such assistance as the  Corporation  and/or the
      Companies may require in the prosecution of applications  for said patents
      or  copyrights  or  reissues  thereof,  in the  prosecution  or defense of
      interferences  which may be declared  involving any of said  applications,
      patents  or  copyrights  and in any  litigation  in which the  Corporation
      and/or  the  Companies  may be  involved  relating  to any  such  patents,
      inventions, improvements or technical information.


<PAGE>

      11.   Enforcement.

      It is the desire and intent of the parties  hereto that the  provisions of
this  Agreement  shall be enforced to the fullest extent  permissible  under the
laws and public policies  applied in each  jurisdiction in which  enforcement is
sought.  Accordingly,  to  the  extent  that a  restriction  contained  in  this
Agreement is more  restrictive  than  permitted by the laws of any  jurisdiction
where this Agreement may be subject to review and  interpretation,  the terms of
such  restriction,  for the purpose only of the operation of such restriction in
such jurisdiction,  shall be the maximum restriction allowed by the laws of such
jurisdiction  and  such  restriction  shall  be  deemed  to  have  been  revised
accordingly in this agreement.

      12.   Representations, Warranties, and Covenants of the Executive.

      Executive  hereby  represents,  warrants and covenants to the  Corporation
that Executive has the capacity to enter into this Agreement, and the execution,
delivery and  performance of this  Agreement and compliance  with the provisions
hereof by Executive will not conflict with or result in any breach of any of the
terms,  conditions,  covenants or provisions  of, or constitute a default under,
any note,  mortgage,  agreement,  contract or instrument to which Executive is a
party or which Executive may be bound or affected.

      13.   Remedies; Survival.

      (a) Executive  acknowledges  and  understands  that the provisions of this
      Agreement are of a special and unique nature,  the loss of which cannot be
      accurately  compensated  for in damages by an action at law,  and that the
      breach or  threatened  breach of the  provisions of this  Agreement  would
      cause the Corporation and/or the Companies  irreparable harm. In the event
      of a breach or threatened breach by the Executive of any of the provisions
      of sections 8, 9 and 10 of this Agreement,  the Corporation  and/or any of
      the  Companies  shall be entitled to an injunction  restraining  Executive
      from  such  breach.   Nothing  herein  contained  shall  be  construed  as
      prohibiting the Corporation from pursuing any other remedies available for
      any breach or threatened breach of this Agreement.

      (b) Notwithstanding  anything contained in this Agreement to the contrary,
      the provisions of sections 8, 9 and 10 of this Agreement shall survive the
      expiration or other  termination of this Agreement  until, by their terms,
      such provisions are no longer operative.

      14.   Notices.

      All  requests,  demands,  notices  and other  communications  required  or
otherwise  given  under  this  Agreement  shall  be  sufficiently  given  if (a)
delivered by hand against written receipt  therefor,  (b) forwarded by overnight
courier or (c) mailed by registered or certified mail,postage prepaid, addressed
as follows:

If to the Corporation, to:      American Vantage Companies
                                4735 South Durango Drive - Suite 105
                                Las Vegas, Nevada 89147
                                Attention: President

with a copy to:                 Jack Becker, Esq.
                                Snow Becker Krauss P.C.
                                605 Third Avenue - 25th Floor
                                New York, New York 10158-0125

If to Executive, to:            Anna M. Morrison
                                9520 Marina Valley Avenue
                                Las Vegas, Nevada 89147

or, in the case of any of the  parties  hereto,  at such  other  address as such
party shall have  furnished in writing,  in accordance  with this section 14, to
the other party hereto. Each such request, demand, notice or other communication
shall be deemed  given  (a) on the date of  delivery  by hand,  (b) on the first
business day following the date of delivery to an overnight courier or (c) three
business days following mailing by registered or certified mail.

<PAGE>


      15.   Indemnification.

      (a) The  Corporation  agrees to  indemnify  Executive  and hold  Executive
      harmless  against any and all losses,  claims,  damages,  liabilities  and
      costs (and all actions in respect  thereof and any legal or other expenses
      in giving  testimony or furnishing  documents in response to a subpoena or
      otherwise),  including,  without  limitation,  the costs of investigating,
      preparing  or  defending  any such  action  or  claim,  whether  or not in
      connection  with  litigation  in which  Executive is a party,  as and when
      incurred,  directly or  indirectly  caused by,  relating to, based upon or
      arising out of any work  performed by Executive  in  connection  with this
      Agreement to the full extent  permitted by the Nevada General  Corporation
      Law and by the Certificate of Incorporation and Bylaws of the Corporation,
      as may be amended from time to time.

      (b) The indemnification  provision of this section 15 shall be in addition
      to any liability which the Corporation may otherwise have to Executive.

      (c) If any action,  proceeding or  investigation  is commenced as to which
      Executive proposes to demand such indemnification,  Executive shall notify
      the Corporation with reasonable promptness. The Corporation shall have the
      right to retain  counsel  of the  Corporation's  own  choice to  represent
      Executive in such action,  proceeding or investigation,  which counsel may
      be, subject to such counsel's  professional  responsibilities,  counsel to
      the Corporation. In the event that a conflict exists between the interests
      of Executive and interests of the Corporation with respect to such action,
      proceeding  or  investigation,  separate  counsel for  Executive  shall be
      retained.  In either event, the Corporation  shall pay all reasonable fees
      and expenses of such counsel(s) and such counsel(s)  shall, to the fullest
      extent  consistent  with  such  counsel's  professional  responsibilities,
      cooperate  with the  Corporation  and any other counsel  designated by the
      Corporation.  The  Corporation  shall be liable for any  settlement of any
      claim against Executive made with the Corporation's written consent, which
      consent  shall  not  be  unreasonably  withheld,  to  the  fullest  extent
      permitted by the Nevada  General  Corporation  Law and the  Certificate of
      Incorporation  and Bylaws of the Corporation,  as may be amended from time
      to time.

      16.   Prior Agreements/Oral Modification.

      This Agreement  supersedes all prior agreements and constitutes the entire
agreement and understanding  between parties. This Agreement may not be amended,
modified in any manner or terminated  orally;  and no  amendment,  modification,
termination or attempted waiver of any of the provisions hereof shall be binding
unless in writing and signed by the parties  against  whom the same is sought to
be enforced;  provided,  however, that Executive's compensation may be increased
at any time by the  Corporation  without in any way  affecting  any of the other
terms and conditions of this Agreement  which in all other respects shall remain
in full force and effect.

      17.   Attorney's Fees.

      In the event of any litigation  between the parties to this Agreement,  or
any of them,  concerning this Agreement,  the prevailing party shall be entitled
to recover the prevailing party's reasonable attorney's fees, including, but not
limited to, the  prevailing  party's  reasonable  attorney's  fees for  services
rendered on appeal, as determined by a court of competent jurisdiction.

      18.   Binding Agreement; Benefit.

      The  provisions of this  Agreement will be binding upon, and will inure to
the benefit of, the respective heirs,  legal  representatives  and successors of
the parties hereto.

      19.   Governing Law.

      This  Agreement  will be  governed  by,  and  construed  and  enforced  in
accordance with the laws of the State of Nevada.

<PAGE>

      20.   Arbitration.

      (a) Any dispute arising between the parties to this Agreement,  including,
      but  not  limited  to,  those  pertaining  to  the  formation,   validity,
      interpretation,  effect or alleged breach of this  Agreement  ("Arbitrable
      Dispute") will be submitted to arbitration in Las Vegas, Nevada, before an
      experienced  employment  arbitrator  and selected in  accordance  with the
      rules of the American Arbitration  Association labor tribunal.  Each party
      shall pay the fees of their  respective  attorneys,  the expenses of their
      witnesses and any other expenses  connected with  presenting  their claim.
      Other costs of the arbitration, including the fees of the arbitrator, cost
      of any record or transcript of the arbitration,  administrative  fees, and
      other  fees and  costs  shall  be borne  equally  by the  parties  to this
      Agreement.

      (b)  Should  any party to this  Agreement  hereafter  institute  any legal
      action or administrative proceedings against another party with respect to
      any claim waived by this Agreement or pursue any other Arbitrable  Dispute
      by any method other than said  arbitration,  the responding party shall be
      entitled to recover from the initiating party all damages, costs, expenses
      and attorney's fees incurred as a result of such action.

      21.   Proper Construction.

      (a) The  language  of all  parts of this  Agreement  shall in all cases be
      construed as a whole  according to its fair meaning,  and not strictly for
      or against any of the parties.

      (b) As used in this  Agreement,  the term "or"  shall be deemed to include
      the term  "and/or"  and the  singular or plural  number shall be deemed to
      include the other whenever the context so indicates or requires.

      22.   Waiver of Breach.

      The waiver by either party of a breach of any provision of this  Agreement
by the other party must be in writing and shall not operate or be construed as a
waiver of any subsequent breach by such other party.

      23.   Entire Agreement; Amendments.

      This  Agreement  contains  the entire  agreement  between the parties with
respect to the subject  matter  hereof and  supersedes  all prior  agreements or
understandings  among the parties with respect  thereto.  This  Agreement may be
amended only by an agreement in writing signed by the parties hereto.

      24.   Headings.

      The section and  paragraph  headings  contained in this  Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

      25.   Severability.

      Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

      26.   Assignment.

      This Agreement is personal in its nature and the parties hereto shall not,
without  the  consent of the other,  assign or transfer  this  Agreement  or any
rights or obligations hereunder;  provided,  however, that the provisions hereof
shall  inure to the  benefit  of, and be binding  upon,  each  successor  of the
Corporation whether by merger,  consolidation,  transfer of all or substantially
all assets, or otherwise.


<PAGE>

      27.   Counterparts.

      This  Agreement may be executed in any number of  counterparts  and by the
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken  together  shall  constitute one
and the same agreement.

      IN WITNESS  WHEREOF,  the parties have duly executed this  Agreement as of
the date first above written.


CORPORATION:

American Vantage Companies

By:

/s/  Ronald J. Tassinari
-------------------------------------
Ronald J. Tassinari
President and Chief Executive Officer


EXECUTIVE:

/s/  Anna M. Morrison
-------------------------------------
Anna M. Morrison