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                                                                  Exhibit 10.65

                                    SUBLEASE
                                                                          #27389
                                                                           COPY
1. PARTIES

This Agreement ("Sublease") dated 5-1-02   for reference purposes only, is
                                  -------
entered into by and between Meader Family Limited Trust ("Lessor") and GENIUS
PRODUCTS, INC. ("Lessee").

2. BACKGROUND

2.1    Eugene J. and Elaine H. Meader ("Lessor") Partners, Meader Family Limited
       Trust, entered into a lease dated June 1. ("Lease") for the rental of
       certain real estate with improvements situated at R.R. 2, West Highway
       83, City of Atlantic, County of Cass, State of Iowa ("Premises") for a
       term expiring on May 31, 2004.

2.2    "Lessor" now desires to lease a portion of the Premises "as is" to lessee
       pursuant and subject to the provisions, conditions and covenants set
       forth herein.

3. SUBLEASED PREMISES

3.1    Lessor agrees to sublease to lessee and lessee agrees to rent from lessor
       for the Term of this lease pursuant and subject to all of the provisions,
       conditions and covenants hereinafter set forth, a portion of the
       Premises, "as is", consisting of approximately 6,000 sq ft and one office
                                                      --------------------------

3.2    All of the leasehold interests conveyed to lessee by this lease and
       described in this Article are hereinafter referred to as the "Subleased
       Premises."

4. PRIORITY OF LEASE

4.1    Notwithstanding anything to the contrary contained in this Sublease,
       lessor and lessee agree that all of the provisions, conditions and
       covenants of the lease shall take precedence and supercede any
       provisions, conditions, and covenants of this lease which are, or may be,
       in conflict therewith insofar as the interest of Lessor may be involved
       or affected; however, the financial liabilities of lessee hereunder shall
       be limited to those commitments specifically imposed and/or assumed under
       this lease and any additional financial obligations required of
       ("Tenant") under the Lease shall be the sole responsibility of lessor to
       timely pay and/or satisfy.

4.2    Lessee also agrees to occupy the leased Premises and to conduct its
       operations in, on, or about same at all times during the Term in
       compliance with the provisions, conditions and restrictions contained in
       the Lease and this Sublease.

4.3    In addition to those rights, privileges, and powers of lessor set forth
       herein, lessor shall have the same rights, powers, and privileges of
       "Landlord" as such are set forth in the Lease with respect to lessee and
       the leased Premises as though lessor as "Landlord" had originally entered
       into and executed the Lease with lessee as "Tenant".

4.4    Under no circumstances shall lessee have any rights with respect to the
       leased Premises greater than the rights of lessor as "Tenant" under the
       Lease nor shall lessor be obligated to lessee for any matters whatsoever
       for which lessor does not have at least coextensive rights as "Tenant"
       against "Landlord" under the Lease.





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4.5    Nothing contained in this lease shall be construed to create a privity of
       estate or a contract between lessee and Lessor.

4.6    The refusal of Lessor to consent to or approve of any matter whenever
       such consent or approval is required under this lease shall be deemed
       reasonable if Lessor has refused to give its consent or approval of the
       matter as required under the Lease.

4.7    Nothing.contained in this lease shall be construed to commit or place any
       obligation on Lessor to take any action to obtain the approval of Lessor
       whenever such may be required under the Lease.

5. USE

5.1    The leased Premises shall be used and occupied for the storage, and
       shipping of company products.

5.2    Lessee agrees to conduct its business in, on, and about the leased
       Premises in compliance with: (i) all applicable covenants, conditions,
       and restrictions of record, (ii) pursuant to all applicable laws,
       ordinances, codes, rules and regulations of federal, state, and local
       governmental agencies, including, but not limited to, those pertaining to
       zoning, occupational, health, environmental, disability, safety and fire,
       (iii) in accordance with the direction of any public officer(s) pursuant
       to law or any other regulatory body having jurisdiction over the Leased
       Premises or the business of lessee; (iv) in conformance with all
       applicable insurance regulations, rules, orders, and requirements; and
       (v) in compliance with the provisions, covenants, and conditions of the
       Lease.

5.3    Lessee specifically understands that no statement or representation has
       been made by Lessor as to the condition or permitted use of the Leased
       Premises, zoning requirements, set back restrictions, or encumbrances
       affecting same; and, that being fully aware of such, lessee agrees to
       occupy the Leased Premises on an "as is", "whereis", "all faults" bases,
       subject to applicable easements, conditions, restrictions, rules, codes,
       and regulations, assuming full responsibility for securing all necessary
       permits to legally use same for the purpose stated herein.

6. TERM

6.1    This Lease shall commence on June 1, 2002 and expire on May 31, 2004
       ("Term"); thereafter, the Term shall automatically be extended from month
       to month upon the same provisions, conditions, covenants and rental until
       the same is terminated at the end of any given month by either party
       hereto providing the other with at least thirty (30) days prior written
       notice thereof.

6.2    "Term" as used herein shall be construed to be any period of time during
       which the leasehold estate created by this lease is in affect including
       in addition to the initial Term, any renewal and/or extension thereof by
       means of any option(s), holdover(s) with the consent of Lessor or other
       provisions hereinafter set forth.

6.3    This lease shall terminate simultaneously with the termination for any
       reason whatsoever of the Lease notwithstanding anything to the contrary
       contained herein.

6.4    The termination of this Lease pursuant to this Section 6 in advance of
       the date set for the expiration of the Term shall not prevent "Lessor or"
       Lessee from enforcing those rights and interests which may have
       previously arisen and/or accrued hereunder to the extent consistent with
       the provisions, conditions and covenants of this Sublease.

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6.5    Upon the termination of this lease in accordance with this Section, all
       rents and any other costs paid by to lessor in advance thereof shall
       promptly be refunded to lessee by lessor.

7. RENT

7.1    Lessee shall pay to Lessor as rent for the Leased Premises fixed monthly
       installments -- each installment to be paid in advance without prior
       notice, demand, abatement, deduction or set off on or before the first
       business day of each calendar month during the Term.

7.2    All payments to lessor accruing hereunder shall be made payable to Meader
       Limited Family Trust and shall be forwarded to the address hereinafter
       set forth for lessor or at such other place as lessor may designate from
       time to time by giving prior written notice to lessee.

7.3    If the Term should commence on other than the first,day of a month or
       terminate an other than the last day of a month, then the fixed rental
       installment for that the Term shall be apportioned on a thirty (30) day
       calendar month per diem basis.

7.4    Lessee agrees that certain costs and/or expenses which are the obligation
       of lessee hereunder and which accrue during the Term, but cannot be
       determined until after the end thereof shall survive the expiration of
       the Term of this lease.

7.5    Lessee recognizes that its failure to timely pay any monies and/or
       charges when due hereunder may cause lessor to incur unanticipated costs
       such as processing, accounting, and late charges that may be imposed on
       lessor under the Lease, its mortgage or deed of trust, the exact amount
       of which is impractical and extremely difficult to ascertain-, therefore,
       if "lessor" does not receive any payment of monies and/or charges within
       five (5) days after same becomes due lessee agrees to pay lessor a late
       charge equal to five percent (5%) of the overdue amount. Such late charge
       representing a fair and reasonable estimate of the costs lessor will
       incur by reason of the late payment.

8. SECURITY DEPOSIT

8.1.1       0
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9.  UTILITIES

9.1    Lessor shall pay for all utilities (except telephone) consumed on the
       leased Premises during the Term. Exception to this described as follows
       NONE
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9.2    Lessee shall install and pay for its own telephone system to service the
       leased Premises.

10. TAXES

10.1   Lessor shall be responsible for the payment of all real estate taxes and
       general and/or special assessments imposed, levied, or charged against
       the leased Premises during the lease Term and any extensions thereof.

10.2   Lessee shall pay for all taxes levied or assessed against any equipment,
       inventory, or other personal properly used by the lessee, as well as for
       all local business taxes, licenses fees, and other charges or assessments
       related to or attributable to the use and occupancy of the leased
       Premises by the lessee.

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11. INSURANCE -- INDEMNIFICATION

11.1.1     Lessor shall purchase and maintain casualty insurance upon all of the
           improvements which form a part of the leased Premises, exclusive of
           trade fixtures and other equipment of lessee and any improvements or
           alterations made by lessee.

11.1.2     Lessee agrees to comply with all insurance regulations in order that
           lessor may obtain the lowest risk rating available and consistent
           with the use set forth herein for the leased Premises.

11.1.3     If the premiums presently payable by lessor for said insurance
           coverage should be increased due to the use of the leased Promises,
           as a result of any act or omission of lessee, or for any other reason
           attributable to the occupancy of lessee, then lessee shall promptly
           reimburse lessor for the amount of the increase upon written notice
           thereof.

11.2.1     Lessee agrees to, pay, protect, defend, indemnify and hold Lessor and
           lessor harmless and free from and against any and all costs,
           liabilities, penalties, fines, losses, damages, and expenses
           (including, by way of illustration rather than limitation, attorneys
           fees, legal expenses, and court costs) arising from any claim,
           demand, judgment, action, or other cause or causes of any kind,
           nature, or manner whatsoever attributable to or connected with (i)
           the use or occupancy of lessee of the leased Premises prior to
           satisfaction of all of the conditions precedent set forth in Article
           31 hereof, (ii) the failure of lessee to perform any provision,
           condition, covenant, or agreement pursuant to the Lease or this lease
           or (iii) any negligence or activity conducted, permitted, or suffered
           by lessee, its employees, agents, contractors, subcontractors,
           guests, or visitors in, on, about, or related to the leased Premises
           during the Term, unless in any instance such is attributable to the
           sole negligence of lessor, its employees, agents, guests or visitors.

11.2.2     Lessee shall secure broad form comprehensive general liability
           insurance including contractual liability, naming Lessor and lessor
           as additional insureds, in an amount of not less than $1,000,000.00
           combined limits for any injuries, deaths, or property damage
           sustained as a result of any one accident or occurrence arising from
           their or their respective employees, agents, guests, invitees,
           contractors, or subcontractors activities in, on, or about the
           Premises.

11.3.1     All insurance protection to be provided by lessee in compliance with
           this Article shall meet the following requirements:

11.3.2     Coverage shall be provided at all times during the Term under
           standard comprehensive form policies issued by insurers of recognized
           responsibility authorized to do business in the State or Commonwealth
           in which the leased Premises are situated.

11.3.3     Each policy shall be issued and/or carried in the name of Lessor, and
           lessee as their interest may appear.

11.3.4     No policy shall be cancelable or be subject to modification except
           upon ten (10) days prior written notice to lessor and, if for any
           reason whatsoever any such policy is cancelled or modified to the
           detriment of lessor, then lessor may obtain such coverage as is
           required to carry hereunder and charge lessee for the cost thereof.

11.3.5     Lessee shall furnish lessor with certificates evidencing the
           existence of all insurance coverages required under this Article.

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12. REPAIRS/MAINTENANCE

12.1       Lessor agrees to deliver possession of the leased Premises to lessee
           on the date provided for herein, turning over the same in accordance
           with the provisions of this but otherwise in "as is" order and
           condition.

12.2.1     Lessee agrees to reimburse lessor within thirty (30) days after
           receipt of an invoice from lessor (substantiated by appropriate
           copies of work orders and statements of the involved contractors) for
           all costs incurred for said repairs, replacements, and maintenance
           performed on the Premises by lessor to the extent that such costs
           were not insured or under warranty whenever the condition was a
           consequence of the willful misconduct or negligence of lessee, its
           agents, employees, or invitees.

12.2.3     Lessee also agrees not to cause or allow any waste or damage to be
           committed upon the leased Premises, to remove all trash therefrom,
           and to keep same free of obstructions, debris, ice and snow.

13. ALTERATIONS/IMPROVEMENTS

13.1       Any improvements to be made by lessee to the leased Premises shall be
           at its expense pursuant to and in compliance with the Lease, but
           subject to the additional prior written consent of lessor, which
           shall not be unreasonably withheld.

13.2.1     Upon the expiration of this lease without default by lessee, lessee
           shall remove all of its personal property and equipment from the
           leased Premises and repair any damage, injury or defacement to the
           leased Premises occasioned thereby, however, all permanent
           improvements made to the leased Premises by or for lessee, such as
           lighting, partitions, or modifications of heating and air
           conditioning systems, shall be deemed a part thereof and shall be
           surrendered therewith by lessee except for those which Lessor shall
           require lessee to remove by giving prior written notice thereof,
           lessee shall permit Lessor agents, or employees to enter the leased
           Premises at all reasonable times in order to inspect same or to make
           such repairs, additions and alterations thereto as may be necessary
           for the safety, preservation, or improvement thereof or as such may
           be required in order to comply with the provisions of the Lease.

13.2.2     Lessor may also show the Leased Premises to prospective tenants or
           purchasers at reasonable hours.

13.3       Lessee agrees not to install any signs on the Leased Premises without
           the prior consent of lessor.

14. SUBLETTING/ASSIGNING

14.1       Lessee shall not voluntarily or by operation of law assign, sublet,
           license, transfer, mortgage or otherwise encumber all or any part of
           the leased Premises and/or this lease to a thirty party.

15. DESTRUCTION

15.1       Lessee shall give lessor prompt written notice of any damage to the
           Leased Premises caused by any means whatsoever.

15.2       In the event that all or any portion of the leased Premises are taken
           by condemnation or damaged by the elements, fire, or any other
           casualty, then lessor or lessee may terminate this lease by giving
           the other prior reasonable written notice thereof, but until such
           notice is given, all of the provisions, conditions and covenants of
           this lease shall continue to be of full force and effect.

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16. DEFAULT - REMEDIES OF LESSOR

16.1.1     The occurrence of any of the following circumstances shall constitute
           a material default and breach of this lease by lessee;

16.1.la    Failure to pay any rental installments or other sums of money
           required of lessee as and when due hereunder;

16.1.lb    Failure to perform or observe any provision, condition or covenant of
           lessee (other than the payment of money) asset forth in the Lease
           and/or this lease for a period of ten (10) days following receipt of
           written notice thereof setting forth the factual circumstances of the
           alleged default; provided, however, that if the nature of the
           particular default is such that it cannot be reasonably cured within
           the said period, then, only upon failure of lessee to have commenced
           its cure within the said period and to thereafter continue in a
           commercially diligent manner towards the correction thereof;

16.1.lc    Any general assignment of the assets of lessee for the benefit of
           Creditors,

16.1.ld    The filing by or against lessee of a petition to be adjudged a
           bankrupt;

16.1.1e    The filing by lessee of a petition for reorganization, arrangement,
           or other relief under any law relating to bankruptcy or the taking
           advantage of any insolvency law; or

16.1.lf    Appointment of a receiver or trustee to take possession of
           substantially all of the assets of lessee situated on the leased
           Premises.

16.2.1     Upon the occurrence of any of the circumstances of default as set
           forth in this Article and for so long as the same shall continue to
           exist, lessor may hold and/or declare lessee in breach of this lease
           by giving written notice thereof, whereupon, lessor shall have the
           option to pursue any one or more of the remedies hereinafter set
           forth in addition and without prejudice to those rights of recovery
           which may be available under the Lease or through other actions or
           procedures at law or in equity:

16.2.1a    Terminate this lease at any time; or

16.2.1b    Perform the obligations of Lessee and treat all sums and costs
           incurred as a result thereof, together with accrued interest thereon
           at the maximum rate permitted by law, as additional rent hereunder.

16.2.lc    The liability and/or responsibility of, lessee for the payment of
           rent and the performance of and compliance with other provisions,
           conditions and covenants contained in this lease shall not be waived,
           released, discharged, or terminated by service of any notice or
           demand upon lessee, the institution of legal proceedings, or any
           other legal act by lessor resulting in the termination of the right
           of possession of lessee to the leased Premises unless specifically
           stipulated in writing to the contrary by lessor or decreed by a court
           of competent jurisdiction.

17. LEGAL FEES AND EXPENSES

17.1       If it shall be necessary for either party hereto to hire and/or
           obtain legal counsel, pursue any legal remedy, or incur any other
           expense in order to enforce the other to comply with and/or perform
           any of the provisions, conditions and covenants of this lease, then
           the prevailing party shall be reimbursed by the other for the entire
           reasonable and customary cost thereof, such obligation being deemed
           to have accrued on the date of the commencement of any action and to
           be enforceable whether or not the action is prosecuted to judgement.

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18. NOTICES

18.1.1     Lessee agrees to immediately forward to lessor copies of any and all
           notices received from Lessor with respect to the leased Premises or
           this lease; furthermore, copies of any legal documents, claims or
           notices of intention to institute legal proceedings by any person,
           firm or corporation which may involve the leased Premises or concern
           any incident that occurred thereon shall be forwarded promptly to
           Lessor.

18.1.2     Lessor agrees to immediately forward to lessee copies of any and all
           notices received from Lessor or third parties with respect to the
           leased Premises or this lease.

18.1.3     Lessor agrees to send lessee a copy of any notice of default given to
           lessor under the Lease.

18.2.1     All notices, demands, or communications required to be given under
           this lease shall be in writing and served by one of the following
           methods: (i) personal delivery; (ii) transmitting a facsimile to the
           number hereinafter listed; (iii) delivery by nationally recognized
           overnight courier which routinely issues dated delivery receipts; or
           (iv) delivery by the United States Postal Service registered or
           certified mail with return receipt requested and postage prepaid, and
           such shall conclusively be deemed dated, given, and/or received as of
           the (i) date of the receipt acknowledging personal delivery (ii) date
           that the facsimile is acknowledged received by return facsimile of
           the cover page of the incoming facsimile signed by the addresses;
           (iii) date of receipt or the date of first attempted delivery as
           noted by the overnight courier, or (iv) date of receipt or the date
           of first attempted delivery as noted by the United States Postal
           Service on the return receipt card.

18.2.2     Each notice demand, or communication shall be sent simultaneously to
           the respective lessor and lessee.

ACCEPTED BY:                                         Lessee:

Meader Family Limited Trust                          /S/ KLAUS MOELLER
Lessor                                               ---------------------------

  /S/ EUGENE J. MEADER                                          CEO
-------------------------------                      ---------------------------
         Partner

  /S/ ELAINE MEADER
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         Partner

Date  5-1-02                                         Date   5-20-02
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