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                                                                  Exhibit 10.66

                             SECURED PROMISSORY NOTE

$__________                                                      January 3, 2002
                                                           San Diego, California

         FOR VALUE RECEIVED, [Full Name], an individual ("Promisor"), promises
to pay to Genius Products, Inc., a Nevada corporation (the "Company"), the
principal amount of _______________ Dollars and _____ Cents ($_______.__), with
interest on such amount until paid, at the rate set forth below and payable as
follows:

         1. INTEREST RATE. The amount of outstanding principal shall bear
interest at the rate of six percent (6.0%) per annum. Interest shall accrue on
the principal balance from and after January 3, 2002, and shall be calculated on
the basis of a 365-day year.

         2. TERM. The term ("Term") of this Promissory Note ("Note") shall be
from the date hereof until the Maturity Date, as defined herein.

         3. PAYMENTS. The outstanding principal balance, together with accrued
and unpaid interest, and other charges or attorneys' fees shall be due and
payable on the Maturity Date. Any payment hereunder shall be applied first to
the payment of costs and charges of collection, if any, then in any manner which
Company shall deem appropriate. All payments by Promisor shall be made either
(i) in lawful currency of the United States of America, by check drawn on
sufficient funds made payable to Genius Products, Inc., or (ii) by delivery of
shares of Common Stock of the Company. In the case of shares delivered to the
Company as payment of principal of, or interest on, the Note, such shares shall
be valued by the mutual agreement of the parties at (i) a price per share equal
to the average closing price for the Company's Common Stock on the public
markets in the United States during the immediately preceding ten (10) trading
days; (ii) if lower than the price calculated using the method described in (i),
the exercise price paid per share; or (iii) a price set between (i) and (ii).

         4. MATURITY DATE. The Maturity Date shall be January 3, 2004.

         5. GRANT OF SECURITY; PLEDGE OF STOCK. As security for amounts owing
hereunder, or as may become owing in the future, Promisor hereby grants to
Company a security interest in ___________________ shares of Common Stock of
Company (the "Shares") as more fully set forth in the Pledge Agreement executed
by Promisor, and in favor of Company, concurrently herewith and attached as
Exhibit A (the "Pledge Agreement"), as well as all proceeds of and from such
Shares, in whatever form, including but not limited to proceeds in the form of
accounts, chattel paper, cash and stock dividends, inventory, fixtures,
equipment, instruments, documents, general intangibles, deposit accounts,
letters of credit, letter of credit rights, proceeds of written letters of
credit, investment property, money, insurance and commercial tort claims.

         6. LIMITED RECOURSE. Company's recourse against Promisor is limited to
the value of the Shares as defined in Paragraph 3 above at the time of an Event
of Default. The Company shall be required to proceed against the Shares or other
collateral securing this Note in an Event of Default as defined below.





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         7. DEFAULT/ACCELERATION. If Promisor shall default in the performance
of any of Promisor's obligations under the Pledge Agreement or this Note
(hereinafter called an "Event of Default"), then, upon the occurrence of any
such Event of Default, or upon the expiration of the term of this Note, Company
at its election, and without presentment, demand, or notice of any kind, all of
which are hereby expressly waived by Promisor, may declare the entire
outstanding balance of principal and interest on this Note immediately due and
payable, together with all costs of collection, including attorneys' fees, and
may enforce its remedies with respect to any security, including all rights
under the Pledge Agreement, for the obligations hereunder.

         8. NO WAIVER BY COMPANY. The acceptance by Company of any payment under
this Note after the date such payment is due, or the failure to declare an Event
of Default as herein provided, shall not constitute a waiver of any of the terms
of this Note or the right to require the prompt payment when due of future or
succeeding payments or to declare an Event of Default for any failure to so pay
or for any other default. The acceptance by Company of a payment of a portion of
any amount then due in full shall not cure or excuse the default caused by the
failure to pay such amount in full and shall not constitute a waiver of the
right to require full payment.

         9. ATTORNEYS' FEES AND COSTS. In the event Company takes any action to
enforce any provision of this Note, either through legal proceedings or
otherwise, Promisor promises to immediately reimburse Company for all reasonable
attorneys' fees and all other costs and expenses so incurred. Promisor shall
also reimburse Company for all attorneys' fees and costs reasonably incurred in
the representation of Company in any bankruptcy, insolvency or other
debtor-relief proceeding of or relating to Promisor.

         10. WAIVERS. Promisor, endorsers, guarantors and sureties of this Note
hereby waive diligence, demand, presentment, notice of non-payment, protest and
notice of protest; expressly agree that this Note, or any payment hereunder, may
be renewed, modified or extended from time to time and at any time; and consent
to the acceptance or release of security for this Note or the release of any
party or guarantor, all without in any way affecting their liability and waive
the right to plead any and all statutes of limitations as a defense to any
demand on this Note, or on any guaranty thereof, or to any agreement to pay the
same to the full extent permissible by law. Promisor consents to the acceptance,
release or substitution of or the impairment of the value of any interest in any
collateral for the Note or obligations hereunder or the release of any party or
guarantor liable (primarily or secondarily) hereon or herefor, without notice to
them, all without in any way affecting their liability. Promisor hereby waives
all defenses based upon suretyship or impairment of collateral, and to the
extent that they are sureties, guarantors or accommodation parties, any and all
protections or defenses available to sureties, guarantors or accommodation
parties under the California Commercial, California Civil Code sections 2787 to
and including 2855, 2899 and 3433, and any other applicable California law.

         11. NEGOTIABILITY AND ASSIGNMENT. The terms of this Note shall inure to
the benefit of and bind the parties hereto and their successors and assigns.
Promisor represents and warrants to Company that the obligations hereunder arise
out of or in connection with business purposes and do not relate to any
personal, family or household purpose. As used herein the term "Promisor" shall
include the undersigned Promisor and any other person or entity who may
subsequently become liable or responsible for the payment hereof. The term
"Company" shall include Genius Products, Inc. as well as any other person or
entity to whom this Note or any interest in this Note is conveyed, transferred
or assigned. Company and Promisor agree that this Note is fully negotiable and
assignable by Company. Promisor may not convey, transfer or assign this Note.

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         12. PREPAYMENT. Promisor may prepay this Note in full or in part at any
time without prepayment charge.

         13. MISCELLANEOUS.

                  13.1. ENTIRE AGREEMENT. This Note and the written agreements
referred to herein and executed in connection herewith constitute the entire
understanding between Promisor and Company with respect to the subject matter
hereof, and supersede all negotiations, prior discussions or other agreements,
oral or written.

                  13.2. GOVERNING LAW. This Note shall be governed by and
construed in accordance with the laws of State of California without regard to
the conflicts of laws principles thereof.

                  13.3. AMENDMENT. This Note may only be amended or modified by
the written agreement of Promisor and Company.

                  13.4. SEVERABILITY. If any of the provisions of this Note is
held invalid under any law, such invalidity shall not affect the remainder of
the Note.

                  13.5. LITIGATION FORUM. Promisor hereby agrees that any action
arising out of this Note shall be brought and maintained in the Superior Court
for the County of San Diego, State of California, or the United States District
Court for the Southern District of California unless the Company, in its sole
discretion, shall see fit to seek a different venue.

                  13.6. FURTHER ASSURANCES. Each party hereto agrees to perform
any further action and to execute and deliver any further documents reasonably
necessary and proper to carry out the intent of this Note.

                  13.7. HEADINGS. The headings of the various sections of this
Note are for convenience only and are not intended to explain or modify any of
the provisions of this Note.

                  13.8. REPRESENTATIONS AND WARRANTIES. Promisor represents and
warrants that Promisor has the legal authority to enter into this Note and all
agreements executed in connection herewith and to bind Promisor hereunder.
Promisor represents and warrants to Company that eqch of this Note and the
Pledge Agreement, upon their execution and delivery to Company by Promisor, is a
valid and binding obligation of Promisor, enforceable in accordance with its
terms. Promisor understands that the two-year holding period under Rule 144 of
the Securities Act of 1933 will not begin to run until this Note has been paid
in full.

                  13.9. SURVIVAL OF OBLIGATIONS. All representations, warranties
and obligations of Promisor set forth in this Note shall survive the execution
of this Note.

                  13.10. EFFECT OF COURSE OF DEALING. No course of dealing
between Promisor and Company in exercising any of their respective rights under
this Note shall operate as a waiver of any such rights, except where expressly
waived in writing.

     [Remainder of page intentionally left blank. Signature page follows.]

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                                 SIGNATURE PAGE
                                 --------------

         IN WITNESS WHEREOF, the undersigned has executed this Note as of the
day and year first above written.

                                           PROMISOR:

                                           _______________________________
                                           [Full Name]

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                                PLEDGE AGREEMENT

         This Pledge Agreement ("Pledge Agreement"), dated as of January 3,
2002, is entered into by [Full Name], an individual, as pledgor ("Pledgor"), and

Genius Products, Inc., a Nevada corporation ("Genius"), as pledgee ("Pledgee")
and pledge holder ("Pledge Holder").

                                   WITNESSETH:
                                   -----------

         A. Whereas Pledgor and Genius have entered into certain [Stock Option
Agreement(s)] dated as of January 3, 2002 (the "Agreement[s]");

         B. Whereas, pursuant to the Agreement[s], Pledgor has provided notice
to Genius of Pledgor's exercise of options ("Option Exercise Notice[s]")
relating to _________ shares of Genius's Common Stock (the "Shares"), and Genius
will receive a note payable by Pledgor secured by a pledge of the Shares from
Pledgor for the payment of the exercise price (the "Note");

         C. Whereas, Pledgor and Genius will agree in this Pledge Agreement
that, at the closing held under the Option Exercise Notice[s] (the "Closing"),
Pledgor will cause to be delivered to Genius One Hundred Percent (100%) of the
Shares (the "Pledged Shares");

         D. Whereas, the Certificates representing the Pledged Shares shall be
in the name of Pledgor and shall be accompanied by stock powers signed in blank
by Pledgor;

         E. Whereas, the Pledged Shares are to be pledged to Genius and held by
Genius to secure the performance by Pledgor of its obligations under the
Agreement, including without limitation payment of the Note payable to Genius
from Pledgor; and

         F. Whereas, it is a condition to the consummation of the transactions
contemplated by the Option Exercise Notice[s] that, at or prior to the closing
contemplated by the Option Exercise Notice[s], this Pledge Agreement be entered
into by the parties hereto.

         NOW, THEREFORE, in consideration of the premises and of their
respective covenants and agreements hereinafter set forth, and of other good and
valuable consideration, the parties hereto agree as follows:

                              TERMS AND CONDITIONS:
                              ---------------------

         1. APPOINTMENT OF PLEDGE HOLDER; DELIVERY OF PLEDGED SHARES; LEGEND.

                  1.1 Genius, on the one hand, and Pledgor on the other hand,
hereby appoint and designate Genius as Pledge Holder for the purposes set forth
herein, and Genius hereby accepts such appointment, subject to the terms and
conditions contained herein.

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                  1.2 Simultaneously with the execution of this Pledge
Agreement, Pledgor shall deliver to Genius as Pledge Holder the Pledged Shares,
together with stock powers executed in blank with respect to such Pledged
Shares, to be held by Genius as Pledge Holder pursuant to the terms of this
Pledge Agreement. Genius hereby acknowledges receipt of the Pledged Shares and
agrees to hold and distribute the Pledged Shares as provided in this Pledge
Agreement.

                  1.3 Except as set forth in Section 3 hereof, any additional
shares of the Common Stock of Genius of which Pledgor may acquire beneficial
ownership of by reason of a stock split, subdivision, or other recapitalization
with respect to the Pledged Shares or otherwise, or any securities which are
issued in exchange for or in replacement of the Pledged Shares, shall likewise
be deposited with Genius (together with stock powers with respect thereto
endorsed in blank) and shall be considered Pledged Shares hereunder. If any
Pledged Shares are required to be delivered to Genius pursuant to Section 2
below, Pledgor shall promptly deliver or cause to be delivered to Genius upon
request additional stock powers endorsed in blank with respect to any remaining
Pledged Shares registered in the name of Pledgor.

                  1.4 Each certificate representing any Pledged Shares shall
have the following legend noted conspicuously thereon:

                  THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  A LIEN IN FAVOR OF A PLEDGEE PURSUANT TO THAT CERTAIN PLEDGE
                  AGREEMENT DATED AS OF JANUARY 3, 2002, BY [FULL NAME], AS
                  PLEDGOR, AND GENIUS PRODUCTS, INC., AS PLEDGEE AND PLEDGE
                  HOLDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
                  SUBJECT TO RESTRICTIONS ON TRANSFER IMPOSED BY THE PLEDGE
                  AGREEMENT UNTIL RELEASED FROM SUCH LIEN IN ACCORDANCE WITH THE
                  TERMS OF THE PLEDGE AGREEMENT.

         2. PLEDGE OF PLEDGED SHARES; RESTRICTION ON TRANSFERABILITY; RELEASE
FROM PLEDGE; DEFAULT.

                  2.1 Pledgor hereby pledges and grants to Genius a security
interest in the Pledged Shares to secure the performance of Pledgor's
obligations under the Option Exercise Notice[s], including without limitation a
default in Pledgor's obligations under the Note delivered pursuant to the Option
Exercise Notice[s].

                  2.2 Pledgor may not transfer any interest in Pledged Shares
until all Pledged Shares are released from Pledge pursuant to Section 4.9
hereof.

                  2.3 No Pledged Shares may be released from the Pledge to
Genius, except as provided in Section 4.9 hereof.

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                  2.4 With respect to all Pledged Shares released from the
Pledge on the Termination Date (as defined in Section 4.9 below), Pledgor agrees
to execute and deliver to Genius such additional documents as Genius or Pledgor
shall reasonably request to evidence the release of such Pledged Shares from the
Pledge created hereby and the termination of the Pledge granted hereby.

                  2.5 Upon a default by Pledgor of any of its obligations under
the Option Exercise Notice[s] or in the event of default in payment when due of
any indebtedness under the Note, Genius may execute any and all of its rights as
a secured creditor under the California Uniform Commercial Code with regard to
the Pledged Shares. In the event of any foreclosure of the security interest,
the Genius may sell the Pledged Shares or may itself repurchase any or all of
the Pledged Shares. The parties agree that the repurchasing of said Pledged
Shares by the Genius, or by any person to whom the Genius may have assigned its
rights hereunder, is commercially reasonable if made at a price determined by
the Board of Directors in its discretion, fairly exercised, representing what
would be the fair market value of the Pledged Shares diminished by any
limitation on transferability, whether due to the size of the block of Pledged
Shares or the restrictions of applicable securities laws.

                  2.6 The proceeds of any sale of the Pledged Shares by Genius
shall be applied in the following order:

                           (i) To pay all reasonable expenses of Genius in
enforcing this Agreement, including without limitation reasonable attorneys'
fees and legal expenses incurred by Genius;

                           (ii) In satisfaction of the remaining indebtedness
under the Note; and

                           (iii) To the Pledgor, any remaining proceeds.

         3. DIVIDENDS AND VOTING RIGHTS. Pledgor shall assume that no dividends
are declared or paid by Genius until all of the Pledged Shares are released from
Pledge pursuant to Section 4.9. Genius shall also retain all voting rights with
respect to the Pledged Shares until such shares are released from Pledge.

         4. MISCELLANEOUS.

                  4.1 SUCCESSORS. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs, legatees,
personal representatives, executors, successors and assigns.

                  4.2 INTEGRATION, ETC. This Pledge Agreement and the
Agreement[s] and its Exhibits and the Option Exercise Notice[s] embody the
entire agreement and understanding between the parties hereto with respect to
the subject matter hereof and supersedes all previous negotiations, commitments
and writings with respect to the subject matter hereof or thereof. This Pledge
Agreement may not be released, discharged, abandoned, changed or modified in any
manner, except by an instrument in writing signed on behalf of each of the
parties hereto by their duly authorized officers or representatives. The failure
of any party hereto to enforce at any time any provision of this Pledge
Agreement shall in no way be construed to be a waiver of such provision, nor in

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any way to affect the validity of this Pledge Agreement or any part thereof or
the right of any party thereafter to enforce each and every such provision. No
waiver of any breach of this Pledge Agreement shall be held to be a waiver of
any other or subsequent breach. In the event of a conflict between any provision
hereof and any provision of the Agreement, the terms of this Pledge Agreement
shall prevail.

                  4.3 NOTICES. Any notice or other communications required or
permitted hereunder shall be sufficiently given if hand delivered in person or
sent by express mail or by registered mail or certified mail, return receipt
requested, postage prepaid, or by facsimile transmission, receipt confirmed,
addressed as hereinafter shown below his or her signature or sent to such other
address as shall be furnished in writing by any such party, and such notice or
communication shall be deemed to have been given as of the date so delivered,
sent or mailed. Notice shall be deemed effective when hand delivered; or faxed
and confirmed by fax machine; or one (1) business day after deposited in
overnight mail; or five (5) business days after deposited in mail and sent
certified or registered mail.

                  4.4 CAPTIONS. The captions appearing in this Pledge Agreement
are inserted only as a matter of convenience and as a reference and in no way
define, limit or describe the scope or intent of this Pledge Agreement or any of
the provisions hereof.

                  4.5 GOVERNING LAW. This Pledge Agreement shall be construed
and the rights of the parties hereafter shall be governed by the laws of the
State of California, without giving effect to the conflict of law principles
thereof.

                  4.6 COUNTERPARTS; BINDING OBLIGATION. This Pledge Agreement
may be executed by facsimile transmission, and in one or more counterparts, each
of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument. This Pledge Agreement shall become
binding and effective when one or more counterparts, taken together, bear the
signatures of all parties identified as signatories below.

                  4.7 ENFORCEMENT. Each of the parties hereto acknowledges and
agrees that the rights acquired by each party hereunder are unique and that
irreparable damage would occur in the event that any of the provisions of this
Pledge Agreement to be performed by the other party were not performed in
accordance with their specific terms or were otherwise breached. Accordingly, in
addition to any other remedy to which the parties hereto are entitled at law or
in equity, each party hereto shall be entitled to an injunction or injunctions
to prevent breaches of this Pledge Agreement by the other party and to enforce
specifically the terms and provisions hereof in any federal or state court to
which the parties have agreed hereunder to submit to jurisdiction.

                  4.8 SECURITY AGREEMENT. This Pledge Agreement shall constitute
a Security Agreement within the meaning of the California Uniform Commercial
Code.

                  4.9 TERMINATION. The Pledge Agreement and the Pledge created
hereby shall terminate (i) when the Note is paid in full, and (ii) Genius shall
have delivered all of the Pledged Shares to Pledgor pursuant to the terms
hereof. Such date is herein referred to as the "Termination Date."

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Notwithstanding anything contained herein to the contrary, this Pledge Agreement
shall not terminate in the event that the Note, with any interest thereon, is
not fully paid by the Termination Date. No distribution shall be made until the
Note is paid in full.

                  4.10 TAX IDENTIFICATION NUMBER. All interest and other income
earned under the Pledge Agreement shall be allocated and paid as provided
hereunder and reported by the recipient to the IRS as having been so allocated
and paid.

                  4.11 WAIVER. Any party hereto may (i) extend the time for the
performance of any obligation or other act of any other party hereto or (ii)
waive compliance with any agreement or condition contained herein. Any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed by the party or parties to be bound thereby. Any waiver of any term or
condition shall not be construed as a waiver of any subsequent breach or a
subsequent waiver of the same term or condition, or a waiver of any other term
or condition, of this Pledge Agreement. The failure of any party to assert any
of its rights hereunder shall not constitute a waiver of any of such rights.

                  4.12 SEVERABILITY. If any term or other provisions of this
Pledge Agreement is determined to be invalid, illegal or incapable of being
enforced by any rule of law or public policy, all other conditions and
provisions of this Pledge Agreement shall nevertheless remain in full force and
effect so long as the economic and legal substance of the transactions
contemplated by this Pledge Agreement is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Pledge Agreement so as to effect the
original intent of the parties as closely as possible in a mutually acceptable
manner in order that the transactions contemplated by this Pledge Agreement be
consummated as originally contemplated to the fullest extent possible.

                  4.13 NO THIRD-PARTY BENEFICIARIES. Except as otherwise
provided in the Agreement and this Pledge Agreement, this Pledge Agreement is
for the sole benefit of the parties hereto and their permitted assigns and
nothing herein, express or implied, is intended to or shall confer upon any
other person or entity any legal or equitable right, benefit or remedy of any
nature whatsoever under or by reason of this Pledge Agreement.

                  4.14 VENUE; SUBMISSION TO JURISDICTION. Each of the parties
consents to personal jurisdiction of any state or federal court sitting only in
San Diego County, California, in any action or proceeding arising out of or
relating to this Agreement, agrees that all claims in respect of the action or
proceeding may be heard and determined in any such court, and agrees not to
bring any action or proceeding arising out of or relating to this Agreement in
any other court. Each of the parties waives any defense of inconvenient forum to
the maintenance of any action or proceeding so brought and waives any bond,
surety, or other security that might be required of any other party with respect
thereto.

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                                 SIGNATURE PAGE
                                 --------------

         IN WITNESS WHEREOF, the parties have executed this Pledge Agreement as
of the date set forth herein.

PLEDGOR:                                 GENIUS PRODUCTS, INC.:

___________________________________      By: ___________________________________
[Full name]                                  [name], Authorized Officer

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                      ASSIGNMENT SEPARATE FROM CERTIFICATE/
                             IRREVOCABLE STOCK POWER

         FOR VALUE RECEIVED I, [Full Name], hereby sell, assign and transfer
unto ______________ (__________) shares of the Common Stock of Genius Products,
Inc. ("Genius") standing in my name of the books of said corporation represented
by Certificate No. _____ herewith and do hereby irrevocably constitute and
appoint the corporate secretary of Genius attorney to transfer the said stock on
the books of the within named corporation with full power of substitution in the
premises.

         This Stock Assignment may be used only in accordance with the Pledge
Agreement between Genius and the undersigned dated January 3, 2002.

Dated: January 3, 2002

                                    Signature: ________________________________

                                    Printed Name: _____________________________

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