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                                                                   EXHIBIT 10.62


                              GENIUS PRODUCTS, INC.
                           SECOND AMENDED AND RESTATED
                      2000 NON-QUALIFIED STOCK OPTION PLAN


1.          GENERAL PROVISIONS

         1.1. PURPOSE.

         The 2000 Non-Qualified Stock Option Plan (the "PLAN") is intended to
allow designated directors, consultants and employees (all of whom are sometimes
collectively referred to herein as "Participants") of Genius Products, Inc., a
Nevada corporation ("GENIUS") and its Subsidiaries (as that term is defined
below) which it may have from time to time (Genius and such Subsidiaries are
referred to herein as the "COMPANY") to receive certain options ("STOCK
OPTIONS") to purchase Genius's common stock, one tenth of one cent ($0.001) par
value ("COMMON STOCK"). As used in the Plan, the term "SUBSIDIARY" shall mean
each corporation which is a "subsidiary corporation" of Genius within the
meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended (the
"CODE"). The purpose of the Plan is to provide Participants with equity-based
compensation incentives to make significant and extraordinary contributions to
the long-term performance and growth of the Company.

         1.2. ADMINISTRATION.

                  1.2.1. The Plan shall be administered by the Board of
Directors of Genius or by any committee appointed by the Board, hereinafter
collectively referred to as the "ADMINISTRATOR". The Administrator shall select
one of its members as Chairman and shall act by vote of a majority of a quorum,
or by unanimous written consent. A majority of its members shall constitute a
quorum. The Administrator shall be governed by the provisions of Genius's Bylaws
and of Nevada law applicable to the Board, except as otherwise provided herein
or determined by the Board.

                  1.2.2. The Administrator shall have full and complete
authority, in its discretion, but subject to the express provisions of the Plan:
to approve the Participants nominated by the management of the Company to be
granted Stock Options; to determine the number Stock Options to be granted to a
Participant; to determine the time or times at which Stock Options shall be
granted; to establish the terms and conditions upon which Stock Options may be
exercised; to remove or adjust any restrictions and conditions upon Stock
Options; to specify, at the time of grant, provisions relating to exercisability
of Stock Options and to accelerate or otherwise modify the exercisability of any
Stock Options; and to adopt such rules and regulations and to make all other
determinations deemed necessary or desirable for the administration of the Plan.
All interpretations and constructions of the Plan by the Administrator, and all
of its actions hereunder, shall be binding and conclusive on all persons for all
purposes.

                  1.2.3. The Company hereby agrees to indemnify and hold
harmless each Administrator and each employee of the Company, and the estate and
heirs of such Administrator or employee, against all claims, liabilities,
expenses, penalties, damages or other pecuniary losses, including legal fees,
which such Administrator or employee, his or her estate or heirs may suffer as a
result of his or her responsibilities, obligations or duties in connection with
the Plan, to the extent that insurance, if any, does not cover the payment of
such items. No member of the Administrator or the Board shall be liable for any
action or determination made in good faith with respect to the Plan or Stock
Option granted pursuant to the Plan.

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         1.3. ELIGIBILITY AND PARTICIPATION.

         Participants eligible under the Plan shall be approved by the
Administrator from those Participants who, in the opinion of the Board and the
management of the Company, are in positions which enable them to make
significant and extraordinary contributions to the performance and growth of the
Company. In selecting Participants to whom Stock Options may be granted,
consideration shall be to a variety of factors. The granting of any option
pursuant to the Plan shall be entirely discretionary and nothing herein
contained shall be construed to give any employee, consultant or director any
right to participate under the Plan or to receive any option under it. The
granting of an option pursuant to the Plan shall not constitute an agreement or
understanding, express or implied, on the part of the Company to employ, or
retain the services of, the Optionee for any specified period or at all.

         A Participant's eligibility to participate in the Plan with respect to
the issuance of new Options shall terminate (other than by reason of his or her
death) on the date that the Participant (a) if an employee, ceases to be
employed by the Company, a parent of the Company or a subsidiary of the Company,
(b) if a director and not an employee, ceases to be a member of the Company's
Board of Directors, of (c) if a consultant, completes or is terminated under the
terms of the consulting agreement between the consultant and the Company.

         The options of a Participant whose eligibility under the Plan has
terminated shall expire upon the earlier of (a) ten (10) years from the date of
issuance to the Participant or (b) upon the date the option expires by its
terms.

         At any time prior to its expiration, the option may be exercised in
accordance with its terms but only in respect of the number of shares for which
the right to exercise has vested at the time of exercise. The Administrator
shall decide whether an authorized leave of absence or absence for military or
governmental service, or absence for any other reason, shall constitute
termination of eligibility for purposes of this paragraph. The Administrator may
also extend any expiration date for any option granted hereunder. Any such
determination or extension shall be subject to review by the Board of Directors.

         If the Participant dies, the Participant's executors or administrators
or any persons who acquired the option directly from the Participant by bequest
or inheritance shall have the right to exercise the Participant's option in
accordance with its terms at any time during the thirty six (36) months
immediately following Participant's death but only in respect of the number of
shares for which the right to exercise had or would be vested at the time of
death.

         1.4. SHARES SUBJECT TO THE PLAN.

         The maximum number of shares of Common Stock that may be issued
pursuant to the Plan shall be Seven and One Half Million (7,500,000) subject to
adjustment pursuant to the provisions of paragraph 4.1. If shares of Common
Stock awarded or issued under the Plan are reacquired by the Company due to a
forfeiture or for any other reason, such shares shall be cancelled and


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thereafter shall again be available for purposes of the Plan. If a Stock Option
expires, terminates or is cancelled for any reason without having been exercised
in full, the shares of Common Stock not purchased thereunder shall again be
available for purposes of the Plan. The Plan shall be unfunded. Except for the
Board's reservation of a sufficient number of authorized shares to the extent
required by law to meet the requirements of the Plan, the Company shall not be
required to establish any special or separate fund or to make any other
segregation of assets to assure payment of any grant under the Plan.

2.          PROVISIONS RELATING TO STOCK OPTIONS

         2.1. GRANTS OF STOCK OPTIONS.

         The Administrator may grant Stock Options in such amounts, at such
times, and to such Participants nominated by the Board or management of the
Company as the Administrator, in its discretion, may determine. Stock Options
shall be designated non-statutory stock options by the Administrator on the date
of grant. Each Stock Option shall be evidenced by a written agreement (the
"OPTION AGREEMENT") in a form approved by the Administrator, which shall be
executed on behalf of the Company and by the Participant to whom the Stock
Option is granted, and which shall be subject to the terms and conditions of the
Plan. The holder of a Stock Option shall not be entitled to the privileges of
stock ownership as to any shares of Common Stock not actually issued to such
holder; provided, however, that none of the Board, the Company or the
Administrator shall delay conversion of Stock Options and issuance of Common
Stock with respect thereto without specific and identified business/legal
reasons applied across all Optionholders.

         2.2. PURCHASE PRICE.

         The purchase price (the "EXERCISE PRICE") of shares of Common Stock
subject to each Stock Option ("OPTION SHARES") shall be not less than 100% of
the fair market value of the Stock subject to the option on the date of granting
the option. The Administrator shall have the authority to change the Exercise
Price of the Options at any time.

         2.3. OPTION PERIOD.

         The Stock Option period (the "TERM") shall commence on the date of
grant of the Stock Option and shall be ten (10) years or such shorter period as
is determined by the Administrator. The Term for Stock Options shall be whatever
period, if any, is set by the Board. Each Stock Option shall provide that it
vests and is exercisable immediately or over its term in such periodic
installments as the Administrator in its sole discretion may determine. Such
provisions need not be uniform.

         2.4. EXERCISE OF OPTIONS.

                  2.4.1. Each vested Stock Option may be exercised in whole or
in part (but not as to fractional shares) by delivering it for surrender or
endorsement to the Company, attention of the Corporate Secretary, at the
principal office of the Company, together with payment of the Exercise Price and
an executed Notice and Agreement of Exercise in the form prescribed by paragraph
2.4.2. Payment may be made (i) in cash, (ii) by cashier's or certified check,
(iii) by surrender of owned shares of the Company's Common Stock valued pursuant
to paragraph 2.2 (if the Administrator authorizes payment in stock in its
discretion), (iv) by withholding from the Option Shares which would otherwise be
issuable upon the exercise of the Stock Option that number of Option Shares
equal to the exercise price of the Stock Option, if such withholding is


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authorized by the Administrator in its discretion, in its discretion, (v) in the
discretion of the Administrator, by the delivery to the Company of the
optionee's promissory note secured by the Option Shares, bearing interest at a
rate sufficient to prevent the imputation of interest under Sections 483 or 1274
of the Code, and having such other terms and conditions as may be satisfactory
to the Administrator, or (vi) through a cashless exercise program as established
by Administrator that permits payment of the Exercise Price by (A) the surrender
of vested Stock Options, warrants or other similar vested equity rights relating
to the Company's phantom or actual equity securities at the fair market value of
the underlying Common Stock (or equity securities/rights as the case may be)
less the Exercise Price therefor, or (B) surrender or exchange of other valuable
consideration deemed acceptable by the Administrator.

                  2.4.2. Exercise of each Stock Option is conditioned upon the
agreement of the Participant to the terms and conditions of the Plan and of such
Stock Option as evidenced by the Participant's execution and delivery of a
Notice and Agreement of Exercise in a form to be determined by the Administrator
in its discretion. Such Notice and Agreement of Exercise shall set forth the
agreement of the Participant that: (a) no Option Shares will be sold or
otherwise distributed in violation of the Securities Act of 1933 (the
"Securities Act") or any other applicable federal or state securities laws, (b)
each Option Share certificate may be imprinted with legends reflecting any
applicable federal and state securities law restrictions and conditions, (c) the
Company may comply with said securities law restrictions and issue "stop
transfer" instructions to its Transfer Agent and Registrar without liability,
(d) if the Participant is a "Reporting Person" under Section 16 of the
Securities Exchange Act of 1934 (the "1934 ACT"), the Participant will furnish
to the Company a copy of each Form 4 or Form 5 filed by said Participant and
will timely file all reports required under federal securities laws, (e) the
Participant will report all sales of Option Shares to the Company in writing on
a form prescribed by the Company, (f) the Participant is aware of the Company's
business affairs and financial condition and has acquired sufficient information
about the Company to reach an informed and knowledgeable decision to acquire the
Option Shares, (g) the Purchaser is aware of the provisions of Rule 144
promulgated under the Securities Act, which in substance, permits limited public
resale of "restricted securities" acquired, directly or indirectly from the
issuer thereof (or from an affiliate of such issuer), in a non-public offering,
subject to the satisfaction of certain conditions, (h) the Participant further
understands that at the time that the Participant wishes to sell the Option
Shares, there may be no public market upon which to make such a sale, and that,
even if such a public market then exists, the Company may not be satisfying the
current public information requirements of Rule 144, and that, in such event,
the Participant would be precluded from selling the Option Shares under Rule 144
even if the one-year minimum holding period were satisfied.

                  2.4.3. No Stock Option shall be exercisable unless and until
it is fully vested in accordance with its terms and any applicable registration
or qualification requirements of federal and state securities laws, and all
other legal requirements, have been fully complied with. The Company will use
reasonable efforts to maintain the effectiveness of a registration statement
under the Securities Act for the issuance of Stock Options and shares acquired
thereunder, but there may be times when no such registration statement will be
currently effective. The exercise of Stock Options may be temporarily suspended
without liability to the Company during times when no such registration
statement is currently effective, or during times when, in the reasonable
opinion of the Administrator, such suspension is necessary to preclude violation
of any requirements of applicable law or regulatory bodies having jurisdiction
over the Company. If any Stock Option would expire for any reason except the end
of its term during such a suspension, then if exercise of such Stock Option is
duly tendered before its expiration, such Stock Option shall be exercisable and
exercised (unless the attempted exercise is withdrawn) as of the first day after
the end of such suspension. The Company shall have no obligation to file any
registration statement covering resales of Option Shares.

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                  2.4.4. Rights of Optionee in Event of Merger, Consolidation,
Tender Offer, Takeover Bid, Sale of Substantially All Assets or Dissolution:

                  (a) Notwithstanding anything in the Plan to the contrary,
         under the following conditions and at the following times all of
         Optionee's options shall be deemed vested and Optionee may exercise all
         of Optionee's options that have not expired that (i) have vested and
         not been exercised, and (ii) are deemed vested pursuant to this clause
         (a):

                           (1) The Optionee may conditionally purchase any or
                  all such Optioned Shares during the period commencing thirty
                  (30) days and ending seven (7) days prior to the scheduled
                  effective date of a merger or consolidation (as such effective
                  date may be delayed from time to time) wherein the Company is
                  not to be the surviving corporation and which merger or
                  consolidation is not between or among the Company and other
                  corporations related to or affiliated with the Company;

                           (2) The Optionee may conditionally purchase any or
                  all such Optioned Shares during the period commencing on the
                  initial date of a tender offer or takeover bid for the Shares
                  (other than a tender offer by the Company) subject to the 1934
                  Act and the rules promulgated thereunder and ending on the day
                  preceding the scheduled termination date of acceptance of
                  tenders of Shares by the offeror under any such tender offer
                  or takeover bid (as such termination date may be extended by
                  such offeror);

                           (3) The Optionee may conditionally purchase any or
                  all such Optioned Shares during the period commencing the date
                  the shareholders of the Company approve a sale of all or
                  substantially all of the assets of the Company and ending
                  seven (7) days prior to the scheduled closing date of such
                  sale (as such closing date may be delayed from time to time);
                  and

                           (4) The Optionee may conditionally purchase any or
                  all such Optioned Shares during the period commencing on the
                  date the shareholders of the Company approve the dissolution
                  of the Company and ending seven (7) days prior to the date of
                  filing its Articles of Dissolution.

                  (b) If the merger, consolidation, tender offer, takeover bid,
         sale of assets, or dissolution, as the case may be and as described in
         subsections (1) through (4) of paragraph 2.4.4(a), once commenced, is
         cancelled or revoked, the conditional purchase of Shares for which the
         option to purchase would not have otherwise been exercisable at the
         time of said cancellation or revocation, but for the operation of this
         paragraph 2.4.4, shall be rescinded. With respect to all other Shares
         conditionally purchased, the Optionee may rescind such purchase at
         Optionee's option.

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                  (c) If the merger, consolidation, tender offer, takeover bid,
         or sale of assets does occur or Articles of Dissolution are filed, as
         the case may be and as described in subsections (1) through (4) of
         paragraph 2.4.4(a), and the Optionee has not conditionally purchased
         all Optioned Shares, all unexercised options shall terminate on the
         effective, termination, closing, or filing date, as the case may be.

                  (d) If the Company shall be the surviving corporation in any
         merger or is a party to a merger or consolidation between or among the
         Company and other corporations related to or affiliated with the
         Company, any option granted hereunder shall pertain and apply to the
         securities to which a holder of the number of Shares subject to the
         option would have been entitled.

                  (e) Nothing herein shall allow the Optionee to purchase
         Optioned Shares, the options for which have expired.

         2.5. RESTRICTIONS ON TRANSFER.

         Each Stock Option granted under the Plan shall be transferable only by
will or the laws of descent and distribution. No interest of any Participant
under the Plan shall be subject to attachment, execution, garnishment,
sequestration, the laws of bankruptcy or any other legal or equitable process.

3.          MISCELLANEOUS PROVISIONS

         3.1. ADJUSTMENTS UPON CHANGE IN CAPITALIZATION.

                  3.1.1. The number and class of shares subject to each
outstanding Stock Option, the Exercise Price thereof (but not the total price),
the maximum number of Stock Options that may be granted under the Plan, the
minimum number of shares as to which a Stock Option may be exercised at any one
time, shall be proportionately adjusted in the event of any increase or decrease
in the number of the issued shares of Common Stock which results from a split-up
or consolidation of shares, payment of a stock dividend or dividends exceeding a
total of five percent (5%) for which the record dates occur in any one fiscal
year, a recapitalization (other than the conversion of convertible securities
according to their terms), a combination of shares or other like capital
adjustment, so that (i) upon exercise of the Stock Option, the Participant shall
receive the number and class of shares such Participant would have received had
such Participant been the holder of the number of shares of Common Stock for
which the Stock Option is being exercised upon the date of such change or
increase or decrease in the number of issued shares of the Company.

                  3.1.2. Subject to any required shareholder action, if the
Company shall be the surviving corporation in any merger or consolidation, each
outstanding option shall pertain and apply to the securities that a holder of
the number of shares of Stock subject to the Option would have been entitled.
The Company's Board of Directors may grant each participant the right to
exercise his or her Stock Options in whole or in part immediately prior to the
Company's dissolution or liquidation, or merger or consolidation in which the
corporation is not the surviving corporation. If the Company is consolidated
with or merged into any other corporation, or if the Company sells or transfers
all or substantially all of its assets, or if any other similar event affecting


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shares of the Company should occur, and if the exercisability of the Stock
Options is not accelerated by the Board of Directors and the acquiring company
assumes the Company's obligations under the options granted under the Plan, then
each Participant shall be entitled thereafter to purchase shares of stock and
other securities and property in the kind and amount, and at the price, which
the Participant would have been entitled to had his or her Stock Option been
exercised prior to such event. The Company shall make lawful provisions
therefore as part of any such transaction.

                  3.1.3. To the extent that the foregoing adjustments relate to
stock or securities of the Company, they shall be made by the Administrator,
whose determinations shall be final, binding and conclusive.

                  3.1.4. The grant of a Stock Option pursuant to the Plan shall
not affect in any way the Company's right or power to make adjustments,
reclassifications, reorganizations, or changes of its capital or business
structure, or to merge or to consolidate or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.

         3.2. WITHHOLDING TAXES.

         The Company shall have the right at the time of exercise of any Stock
Option, to make adequate provision for any federal, state, local or foreign
taxes which it believes are or may be required by law to be withheld with
respect to such exercise ("TAX LIABILITY"), to ensure the payment of any such
Tax Liability. The Company may provide for the payment of any Tax Liability by
any of the following means or a combination of such means, as determined by the
Administrator in its sole and absolute discretion in the particular case: (i) by
requiring the Participant to tender a cash payment to the Company, (ii) by
withholding from the Option Shares which would otherwise be issuable upon
exercise of the Stock Option, that number of Option Shares having an aggregate
fair market value (determined in the manner prescribed by paragraph 2.2) as of
the date the withholding tax obligation arises in an amount which is equal to
the Participant's Tax Liability or (iii) by any other method deemed appropriate
by the Administrator. Satisfaction of the Tax Liability of a "Reporting Person"
under Section 16 of the 1934 Act may be made by the method of payment specified
in clause (ii) above only if the following two conditions are satisfied:

                  (a) the withholding of Option Shares and the exercise of the
         related Stock Option occur at least six months and one day following
         the date of grant of such Stock Option; and

                  (b) the withholding of Option Shares is made either (i)
         pursuant to an irrevocable election ("WITHHOLDING ELECTION") made by
         such Participant at least six months in advance of the withholding of
         Options Shares, or (ii) on a day within a ten-day "window period"
         beginning on the third business day following the date of release of
         the Company's quarterly or annual summary statement of sales and
         earnings.

Anything herein to the contrary notwithstanding, a Withholding Election may be
disapproved by the Administrator at any time.

         3.3. AMENDMENTS AND TERMINATION.

         Subject to the requirements of Nevada law, the Board of Directors may
at any time suspend, amend or terminate the Plan provided that no such
suspension, amendment or termination of the Plan may be adopted that would: (a)
materially increase the number of securities which may be issued under the Plan
(except for adjustments pursuant to paragraph 3.1 hereof), or (b) materially


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modify the requirements as to eligibility for participation in the Plan. The
Board of Directors or the Administrator may modify, extend, or renew outstanding
options (to the extent not theretofore exercised) and authorize the granting or
new options in substitution therefore (to the extent theretofore exercised), and
may also modify vesting requirements and timetables, adjust an Exercise Price.
Notwithstanding any other provision of the Plan or any Stock Option or right
granted hereunder or action taken with respect hereto at any time, no
modification or amendment to the Plan or to any Stock Option or related vesting,
exercise or other right granted hereunder or thereunder shall be effective with
respect to a Particpant's Stock Options or related vesting, exercise or other
rights hereunder or thereunder that have been issued prior to such modification
or amendment without the express written consent of the affected Participant.

         3.4. SUCCESSORS IN INTEREST.

         The provisions of the Plan and the actions of the Administrator shall
be binding upon all heirs, successors and assigns of the Company and of
Participants.

         3.5. OTHER DOCUMENTS.

         All documents prepared, executed or delivered in connection with the
Plan (including, without limitation, Option Agreements) shall be, in substance
and form, as established and modified by the Administrator; provided, however,
that all such documents shall be subject in every respect to the provisions of
the Plan, and in the event of any conflict between the terms of any such
document and the Plan, the provisions of the Plan shall prevail.

         3.6. TERM OF PLAN; NON-EXCLUSIVE NATURE.

         This Plan was adopted by the Board effective May 25, 2000. Neither the
Plan nor any action taken in connection with the Plan shall affect or restrict
any other benefit, savings, retirement, insurance or compensation plan of the
Company or preclude the granting or any consideration or benefit to any
Participant or the creation or funding of any new benefit, savings, retirement,
insurance or compensation plan with respect to any Participant.

         3.7. GOVERNING LAW.

         This Plan shall be construed in accordance with, and governed by, the
laws of the State of Nevada.

         3.8. DIRECTOR APPROVAL/USE OF PROCEEDS.

         No Stock Option shall be exercisable, unless and until the Board of the
Company has approved the Plan and all other legal requirements have been fully
complied with. The granting of an option shall impose no obligation upon the
Participant to exercise such option. The proceeds received by the Company from
the sale of the Stock pursuant to the Options under the Plan may be used for
general corporate purposes.

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         3.9. ASSUMPTION AGREEMENTS.

         The Company shall require each successor, (direct or indirect, whether
by purchase, merger, consolidation or otherwise), to all or substantially all of
the business or assets of the Company, prior to the consummation of each such
transaction, to assume and agree to perform the terms and provisions remaining
to be performed by the Company under this Stock Option and to preserve the
benefits to the Participants thereunder and to notify Participants of the same.
Such assumption and agreement shall be set forth in a written agreement in form
and substance satisfactory to the Administrator (an "ASSUMPTION AGREEMENT"), and
shall include such adjustments, if any, in the application of the provisions of
the Stock Options and such additional provisions, if any, as the Administrator
shall require and approve, in order to preserve such benefits to the
Participants. Without limiting the generality of the foregoing, the
Administrator may require an Assumption Agreement to include satisfactory
undertakings by a successor:

                  (a) to provide liquidity to the Participants on the exercise
         of Stock Options;

                  (b) to require any future successor to enter into an
         Assumption Agreement; and

                  (c) to take or refrain from taking such other actions as the
         Administrator may require and approve, in its discretion.

The Administrator referred to in this paragraph 3.9 is the Administrator
appointed by a Board of Directors in office prior to the succession then under
consideration.

         3.10. COMPLIANCE WITH RULE 16B-3.

         Transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 of the 1934 Act. To the extent that any provision of
the Plan or action by the Administrator fails to so comply, it shall be deemed
null and void, to the extent permitted by law and deemed advisable by the
Administrator.

         As originally adopted by the Board of Directors on May 25, 2000, and as
amended on June 12, 2001, and November 20, 2001.

                                   GENIUS PRODUCTS, INC.



                                   By:   /S/ KLAUS MOELLER
                                      -----------------------------------------
                                         Klaus Moeller, Chief Executive Officer


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