GENIUS PRODUCTS, INC.
                              ---------------------

                                    EXECUTIVE
                                    ---------
                              EMPLOYMENT AGREEMENT
                              --------------------

EMPLOYMENT AGREEMENT between Genius Products, Inc., a Nevada corporation (the
"COMPANY") and Alison Elliott, ("EXECUTIVE") dated as of February 1, 2000 (the
"EFFECTIVE DATE").

WHEREAS, the Company wishes to employ Executive and Executive wishes to be
employed by the Company , all on the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants set forth below and for
other good and valuable consideration, the adequacy and sufficiency is hereby
acknowledged, the parties agree as follows:

1)       POSITION AND TERM:

         a)       The Company hereby employs Executive for one (1) year from the
                  Effective Date (the "TERM") as Treasurer and Controller and
                  perform such other duties consistent with Executive's office
                  as may be directed by the Board of Directors, CEO, President
                  or Executive Vice President.

         b)       As an officer of the Company Executive may contractually bind
                  the Company subject to prior written authorization from the
                  CEO, President, CFO, Executive Vice President or Board of
                  Directors.

2)       EXECUTIVE TO DEVOTE FULL TIME TO COMPANY. Executive shall devote full
         time, attention, and energies to the business of the Company , and,
         during this employment, will not engage in any other business activity,
         regardless of whether such activity is pursued for profit, gain, or
         other pecuniary advantage. Executive is not prohibited from making
         personal investments in any other businesses provided those investments
         do not require active involvement in the operation of said companies.

3)       COMPENSATION AND BENEFITS: The Company shall pay, provide and grant to
         Executive the following salary and benefits:

         a)       ANNUAL SALARY: $96,000

         b)       GRANT OF OPTIONS: A grant of options as provided in the
                  Non-Qualified Stock Option Agreement attached hereto as
                  EXHIBIT A and subject to the terms and conditions of the
                  Company 's Non-Qualified Stock Option Plan attached hereto as
                  EXHIBIT B.

         c)       MEDICAL AND OTHER BENEFITS: As determined by the Board in its
                  sole discretion, PROVIDED that all benefits are on terms no
                  less favorable than those provided to all other executives,
                  including senior executives, of the Company , including, to
                  the extent applicable:

                  i)       Medical and health insurance for Executive and
                           dependants;

                                       1
<PAGE>

                  ii)      Medical expense reimbursement plan;

                  iii)     Retirement, pension and 401(k) plans; and

                  iv)      Life, disability and key-man insurance.

         d)       VACATION: Three (3) weeks per year, any unused days of which
                  may be rolled-over into following year; and three (3) personal
                  days.

         e)       OTHER BENEFITS/ REIMBURSEMENT: Reimbursement of reasonable
                  out-of-pocket expenses incurred on Company business and
                  pre-approved in writing by the CEO, President, or CFO of the
                  Company .

4)       DEATH BENEFITS. Should Executive die during the term of employment, the
         Company shall pay to Executive's estate any compensation and other
         benefits due through the end of the month in which death occurred.

5)       TERMINATION.

         a)       TERMINATION BY COMPANY WITHOUT CAUSE; TERMINATION BY EXECUTIVE
                  FOR GOOD REASON

                  i)       Notwithstanding anything to the contrary herein and
                           subject to applicable law, the Company may terminate
                           this Agreement without cause at any time upon thirty
                           (30) days' prior written notice to Executive.

                  ii)      Notwithstanding anything to the contrary herein,
                           Executive may terminate this Agreement for Good
                           Reason at any time upon thirty (30) days' prior
                           written notice to the Company . "GOOD REASON" means:

                           (1)      the assignment to Executive of any duties
                                    inconsistent with his duties described in
                                    Section 1) above or any removal of Executive
                                    from or any failure to re-elect Executive to
                                    his office and position described in Section
                                    1) above, except in connection with
                                    promotions to higher office;

                           (2)      the failure by the Company to maintain and
                                    to continue Executive's participation in the
                                    Company 's benefit or compensation plans as
                                    in effect immediately prior to the Change in
                                    Control (including but not limited to bonus
                                    and incentive compensation plans, stock
                                    option, bonus, award and purchase plans,
                                    life insurance, medical, health and
                                    accident, and disability plans);

                           (3)      the taking of any action by the Company
                                    which would adversely affect Executive's
                                    participation in or reduce Executive's
                                    benefits under any of the Company 's benefit
                                    or compensation plans (including but not
                                    limited to bonus and incentive compensation
                                    plans, stock option, bonus, award and
                                    purchase plans, life insurance, medical,
                                    health and accident, and disability plans);

                           (4)      the failure by the Company to obtain the
                                    assumption of this Agreement by any
                                    successor as required under Section 12) c)
                                    below.

                                       2
<PAGE>

                  iii)     If Executive is terminated without cause or resigns
                           for Good Reason, the Company shall continue to
                           provide the compensation and benefits set forth in
                           Section 3) for the remainder of the Term, except that
                           medical and health insurance benefits shall only be
                           provided until the earlier of (1) the end of the Term
                           and (2) the date on which Executive and his
                           dependants are fully covered under the medical
                           insurance plan of a new employer.

         b)       TERMINATION BY EXECUTIVE. Executive may terminate this
                  Agreement upon thirty (30) days' prior written notice to the
                  Company . Executive may at his election and subject to the
                  Company 's consent, perform his duties through to the
                  termination date and the Company shall continue to pay and
                  provide Executive with all of the compensation and benefits
                  set forth in Section 2) through to the termination date, but
                  Executive shall not receive any severance allowance.

         c)       TERMINATION BY COMPANY FOR CAUSE. Notwithstanding anything to
                  the contrary contained herein and subject to applicable law,
                  the Company may terminate the Executive's employment with
                  immediate effect if the Board of Directors shall determine in
                  good faith that any of the following has occurred: (i) acts or
                  omissions by the Executive which constitute material
                  misconduct or a knowing violation of a material written policy
                  of the Company or any of its subsidiaries (provided Executive
                  has been provided with a copy of such material written
                  policy), (ii) the Executive or any affiliated or related
                  person or entity receiving a benefit in money, property or
                  services from the Company or any of its subsidiaries or from
                  another person dealing with the Company or any of its
                  subsidiaries, in material violation of applicable law or
                  Company policy, (iii) an act of fraud, conversion,
                  misappropriation, or embezzlement by the Executive or his
                  conviction of, or entering a guilty plea or plea of no contest
                  with respect to, a felony, or the equivalent thereof, (iv) a
                  material breach by the Executive of any provision of Section 8
                  hereof, (v) the Executive's failure or refusal (whether
                  intentional, reckless or negligent) to perform his duties
                  under this Agreement or (vi) any other breach by the Executive
                  of this Agreement in any material respect. In no event shall
                  the Executive's termination by the Company be considered to
                  have been for cause if such termination took place as a result
                  of (1) the Executive's bad judgment or negligence or (2) any
                  act or omission without intent of gaining a profit to which
                  the Executive was not legally entitled or (3) any act or
                  omission believed by the Executive in good faith to have been
                  in, or not opposed to, the interests of the Company . If
                  Executive is terminated for cause, he shall be entitled to the
                  compensation and other benefits set forth in Section 2)
                  through the last date of Executive's employment. Upon payment
                  of all obligations under this Agreement that are then
                  outstanding, this Agreement shall terminate. Notice of such
                  termination shall be given to Executive in writing, specifying
                  the reasons for such termination.

6)       SEVERANCE UPON CHANGE IN CONTROL: As of the effective date of a Change
         of Control as defined in the Employment Agreement set forth in EXHIBIT
         C hereto, the Company and Executive shall enter into, and shall be
         deemed to have entered into, an Employment Agreement substantially
         identical to the agreement set forth in EXHIBIT C, unless such
         Employment Agreement has been terminated as provided therein.

                                       3
<PAGE>

7)       PROPRIETARY AND CONFIDENTIAL INFORMATION:

         a)       All information, data, materials, computer code, intellectual
                  property rights, customer lists, discoveries, inventions or
                  processes or improvement in procedures or made or discovered
                  by Executive during the term of this Agreement in connection
                  with or in any way affecting or relating to the business of
                  the Company or capable of being used or adapted for use
                  therein or in connection therewith is and shall forthwith be
                  deemed to be "CONFIDENTIAL INFORMATION" and shall be disclosed
                  to the Company and shall belong to and be the absolute
                  property of the Company .

         b)       Executive shall, if and when required so to do, whether during
                  or after the termination of this Agreement, at Employer's
                  expense apply or join in applying for any patent or trademark
                  registration or other similar protection in the United States
                  or in any other part of the world for any such discovery,
                  invention, process or improvement and shall execute all
                  instruments and do all things necessary to register the
                  patent, trademark or other similar protection when obtained
                  and all right and title to an interest in the same in the
                  Company absolutely and as sole beneficial owner.

         c)       Executive shall not at any time either during the term of this
                  Agreement or any extension thereof or after the termination of
                  the employment for any reason (i) divulge any Confidential
                  Information or other affairs or secrets of the Company to any
                  other company, person or persons without the previous consent
                  in writing of the Company or (ii) use or attempt to use any
                  information which Executive may acquire in the course of the
                  employment in any manner which may injure or cause loss or be
                  calculated to injure or cause loss to the Company .

         d)       Upon the termination of this Agreement for any reason,
                  Executive shall resign without claim for compensation from as
                  a director (if applicable) of the Company and from all offices
                  held by Executive in the Company , and in the event of
                  Executive failing to do so the Company is hereby irrevocably
                  authorized to appoint some person in Executive's name and on
                  Executive's behalf to execute any documents and to do all
                  things required to give effect to the provisions of this
                  Section.

         e)       Upon the termination of this Agreement for any reason,
                  Executive shall deliver to the Company all documents used by
                  Executive in the course of the Company 's business, including
                  but without limiting the foregoing, all price lists, mailing
                  lists, customer, client or supplier lists, sales information,
                  catalogues, diaries, log books, computer software and computer
                  data.

         f)       Should Executive reveal or threaten to reveal any Confidential
                  Information, the Company shall be entitled to an injunction
                  restraining the Executive from disclosing same, or from
                  rendering any services to any entity to whom such information
                  has been or is threatened to be disclosed. The right to secure
                  an injunction is not exclusive, and the Company may pursue any
                  other remedies it has against the Executive for a breach or
                  threatened breach of this provision, including the recovery of
                  damages from the Executive.

                                       4
<PAGE>

8)       RESTRICTIVE COVENANT: Executive expressly agrees that it shall not at
         any time for one (1) year after the termination of the employment (i)
         undertake or carry on or be employed or directly or indirectly be
         concerned or interested either as employer, Executive, consultant,
         director or shareholder or (ii) for one (1) year after the termination
         of the employment attempt in any way whatsoever to obtain customers or
         clients of the Company , in either case in or for any enterprise,
         person, firm or company, the principal business of which involves (A)
         the production or development or the retail or wholesale selling or
         distribution of goods and services that are substantially similar to or
         in competition with those sold or provided by the Company or (B) the
         sale of memberships in member programs the benefits of which include
         the sale or provision of such goods or services. Executive further
         agrees during and after the termination of the employment for any
         reason, whether for Executive's own account or for any other person or
         for any firm or company not to solicit, interfere with or endeavor to
         entice away from the Company any employee of the Company or any person,
         firm or company who at any time during the continuance of the
         employment shall have been a customer or client of the Company .

9)       INDEMNITY: Executive shall defend, save and hold harmless the Company
         from and against any claims, damages, actions, proceedings or other
         losses incurred or suffered by the Company arising out of a material
         breach by Executive of the confidentiality provisions herein.

10)      GOVERNING LAW; JURISDICTION; VENUE. The Agreement will be interpreted,
         construed and enforced in all respects in accordance with the laws of
         the State of California, without regard to its conflicts of laws
         principles. Each party hereby irrevocably consents to the exclusive
         jurisdiction of the state and federal courts San Diego County of the
         State of California in connection with any action arising under this
         Agreement and waives all defenses regarding the inconvenience of such
         forum. THE PARTIES IRREVOCABLY WAIVE THEIR RIGHTS TO A TRIAL BY JURY IN
         CONNECTION WITH ANY CLAIM, COUNTERCLAIM OR OTHER PROCEEDINGS ARISING
         UNDER OR IN CONNECTION WITH THIS AGREEMENT.

11)      MISCELLANEOUS.

         a)       INTEGRATION. This Agreement is the sole contract governing the
                  relationship between the Company or any predecessor of the
                  Company and Executive, and supersedes any and all prior
                  agreements, letters of intent, correspondence, negotiations,
                  discussions or understandings between the Company or any
                  predecessor of the Company and the Executive.

         b)       SEVERABILITY. If any provision of the Agreement is held
                  invalid by a court with jurisdiction over the parties to the
                  Agreement, (i) such provision will be deemed to be restated to
                  reflect as nearly as possible the original intentions of the
                  parties in accordance with applicable law and (ii) the
                  remaining terms, provisions, covenants and restrictions of
                  this Agreement will remain in full force and effect. If this
                  Agreement is held invalid or cannot be enforced, then to the
                  full extent permitted by law any prior agreement between the
                  Company (or any predecessor thereof) and the Executive shall
                  be deemed reinstated as if this Agreement had not been
                  executed.

         c)       SUCCESSORS. The Company 's rights and obligations under this
                  Agreement will inure to the benefit and be binding upon the
                  Company 's successors and assignees.

         d)       AMENDMENTS. This Agreement may be altered only by a written
                  agreement signed by the party against whom enforcement of any
                  waiver, change, modification, extension, or discharge is
                  sought.

                                       5
<PAGE>

         e)       NOTICES. Any notice, approval, request, authorization,
                  direction or other communication under this Agreement will be
                  given in writing and will be deemed to have been delivered and
                  given for all purposes (i) on the delivery date if delivered
                  personally to the party to whom the same is directed; (iii)
                  one business day after deposit with a commercial overnight
                  carrier, with written verification of receipt; or (iii) five
                  business days after the mailing date, whether or not actually
                  received, if sent by U.S. mail, return receipt requested,
                  postage and charges prepaid, or any other means of rapid mail
                  delivery for which a receipt is available. All notices to the
                  Company will be effective if delivered to THE COMPANY
                  Corporation, 11250 El Camino Real, Suite 100, San Diego, CA
                  92130, attention: President, or such other address specified
                  by the Company in writing. All notices to Executive will be
                  effective if delivered to Executive's last residential address
                  provided to the Company by Executive.

         f)       ASSIGNMENTS. The Company will not assign this Agreement or any
                  right, interest or benefit under this Agreement without the
                  prior written consent of Executive.

         g)       REMEDIES. Except where otherwise specified herein, the rights
                  and remedies granted to a party under the Agreement are
                  cumulative and in addition to, and not in lieu of, any other
                  rights or remedies which the Party may possess at law or in
                  equity.

         h)       LIMITED EFFECT OF WAIVER BY COMPANY. Should Company waive
                  breach of any provision of this Agreement by the Executive,
                  such waiver will not operate or be construed as a waiver of
                  further breach by the Executive.

         i)       COUNTERPARTS. The Agreement may be executed in counterparts,
                  each of which will be deemed an original and all of which
                  together will constitute one and the same document.

                                       6
<PAGE>


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

GENIUS PRODUCTS, INC.

By:      /S/ Klaus Moeller
         --------------------------

Name:    Klaus Moeller
         Chief Executive Officer


EXECUTIVE

By:      /S/ Alison Elliott
         --------------------------

Name:    Alison Elliott