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                                                                   EXHIBIT 10.27


                         EXECUTIVE EMPLOYMENT AGREEMENT
                                     between
                           AMERICAN VANTAGE COMPANIES
                                       and
                                ANNA M. MORRISON


                  This Executive Employment Agreement (this "Agreement"),  dated
as of April 16, 2003 (the "Effective  Date"), is by and between American Vantage
Companies,  a Nevada  corporation  (the  "Corporation"),  and  Anna M.  Morrison
("Executive").

                           WHEREAS,  the Corporation desires 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. Employment and Duties.

                  (a) The  Corporation  hereby  employs  Executive and Executive
accepts the 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.


2. 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 July 31,
2004 (the "Initial Term").

                  (b) The term of employment of Executive and this Agreement, as
set forth in paragraph 2(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  7, 8, 9 and 10 of this  Agreement,  (ii) the
Corporation's  obligations to Executive  pursuant to section 5 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.


3. Time to be Devoted to Employment.


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                  (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 4 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.


4.  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.  It is
expressly  acknowledged  by the  Corporation  that Executive is President of the
International  Willow  Collectors,  a  not-for-profit   organization,   and  the
Corporation  agrees to permit  Executive to continue in such capacity,  provided
that such entity does not enter a business  which is similar or  competing  with
any of the  Companies or the time which  Executive is required to devote to such
entity would conflict with the time required by Executive to perform Executives'
duties to the Companies.


                  (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.


5. Compensation; Reimbursement.

                  (a) Commencing as of the Effective Date, the Corporation shall
pay to Executive an annual base salary (the "Base Salary") of $135,000,  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 August 1, 2004 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  5(a) and shall,  retroactively,  establish the COLA
Index to be used for the  denominator  for the purposes of this  paragraph  5(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.


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                  (b) In addition to receiving  the Base Salary  provided for in
paragraph 5(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/health
insurance coverage,  paid for by the Corporation,  provided that Executive shall
qualify for such coverage.

                  (c) In addition to receiving  the Base Salary  provided for in
paragraph  5(a) of  this  Agreement  and the  fringe  benefits  provided  for in
paragraph 5(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.

                  (d)  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.

                  (e) In addition to  receiving  the  compensation  set forth in
pargaraphs 5(a) and 5(b) of this Agreement,  effective as of the Effective Date,
the Corporation  shall grant to Executive an option to purchase 50,000 shares of
the  common  stock,  par  value  $.01 per share  (the  "Common  Stock"),  of the
Corporation,  evidenced by an option agreement substantially in the form annexed
to this Agreement as Exhibit 5(e).

                  (f) 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.


6. 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  6(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 6(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,

                           (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


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                           (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) If, for any reason,  Executive's  employment is terminated
under  paragraph 6(a) or clause (vii) of paragraph 6(b) of this  Agreement,  any
compensation  payable  under section 5 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.

                  (d) 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  6(a) of this
Agreement,  or if there is a  "change  in  control"  and  Executive  shall  have
terminated Executive's employment with the Corporation within six months of such
change in control,  Executive shall be entitled to a severance  payment equal to
35% 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.  Notwithstanding anything to
the contrary  contained in this  Agreement,  commencing on August 1, 2004 and on
each anniversary of such date during the Term of this Agreement,  the percentage
of  Executive's  Base Salary to serve as the basis for  determining  Executive's
severance  payment pursuant to this paragraph 6(d) shall increase by 5%, subject
to a maximum equal to 100% of Executive's Base Salary.

                  (e) If there is a "change in control" of the  Corporation  and
Executive  shall have  terminated  Executive's  employment  with the Corporation
within one year 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  payment shall commence
with the first pay period immediately following the date of such termination.

                       (f) For the purposes of paragraph 6(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  51% or more of the  combined
         voting power of the Company's then outstanding voting securities;

                           (ii)  any  merger  (other  than a  merger  where  the
         Corporation  is the  survivor  and there is no  accompanying  change in
         control  under  clauses  (i) of  this  paragraph  6(f),  consolidation,
         liquidation or dissolution  of the  Corporation,  or the sale of all or
         substantially all of the assets of the Corporation.

                  For purposes of this  paragraph  6(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.


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7. 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.


8. 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  8(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  6(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  8(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:

                           (i)  Executive is familiar  with the covenants not to
         compete as set forth in paragraph 8(a) of this Agreement;

                           (ii) Executive has had the opportunity to discuss the
         provisions   of  the  covenants  as  set  forth  this  section  8  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 8(a) of this Agreement;


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                           (iv) the scope of activities  covered as set forth in
         paragraph  8(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  8(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 6 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  8(a) of this Agreement is a reasonably  necessary  period to
         allow the  Companies to restore the  Companies'  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 8 in  entering  into this  Agreement  and,  without  such
         representations,  warranties and covenants,  the Corporation  would not
         enter into this Agreement.

9. 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.


10. 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.



<PAGE>

11. 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.


12. 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 7, 8 and
9 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 7, 8 and 9 of this  Agreement  shall
survive the expiration or other  termination of this Agreement  until,  by their
terms, such provisions are no longer operative.


13. 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
                                        P.O. Box 81920
                                        Las Vegas, Nevada  89180
                                        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
                                        5516 Boulder Highway - Unit 2F
                                        PMB #257
                                        Las Vegas, Nevada 89122

                with a copy to:

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 13, 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>

14. Indemnification.

                  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.

                  The  indemnification  provision of this section 14 shall be in
addition to any liability which the Corporation may otherwise have to Executive.

                  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.


15. 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.


16. 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.


17. 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.



<PAGE>

18. Governing Law.

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


19. 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.


20. 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.


21. 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.


22. 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.


23. 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.



<PAGE>

24. 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.


25. 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.


26. 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