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                                                                   EXHIBIT 10.61

                              GENIUS PRODUCTS, INC.
                              AMENDED AND RESTATED
                      1997 NON-QUALIFIED STOCK OPTION PLAN

         1. PURPOSE: This Non-Qualified Stock Option Plan (the "PLAN") is
intended to serve as an incentive to and to encourage stock ownership by certain
directors, officers, employees of and certain persons rendering service to
Genius Products, Inc. (f/k/a International Trading and Manufacturing
Corporation, a Nevada Corporation) (the "CORPORATION"), so that they may acquire
or increase their proprietary interest in the success of the Corporation, and to
encourage them to remain in the Corporation's service.

         2. ADMINISTRATION: The Plan shall be administered by a committee
appointed by the Corporation's Board of Directors (the "COMMITTEE"). The
Committee shall consist of not less than two (2) members who shall be appointed
by, and serve at the pleasure of, the Corporation's Board of Directors. The
Board of Directors may from time to time remove members from, or add members to,
the Committee. Vacancies on the Committee, however caused, shall be filled only
by the Board of Directors. The Committee shall select one of its members as
Chairman, and shall hold meetings at such times and places as it may be
determine. Acts by a majority of the Committee in a meeting at which a quorum is
present and acts approved in writing by a majority of the members of the
Committee shall be valid acts of the Committee. No member of the Committee shall
vote on any matter concerning his or her own participation in the Plan, except
that the Board of Directors as a whole may act on options granted to directors.
The Committee shall be authorized to grant options under the Plan to such
directors, officers, employees of, and other persons rendering service to, the
Corporation or any parent or subsidiary corporation of the Corporation, as
defined for purposes of Section 422A of the Internal Revenue Code of 1986, as
from time to time amended ("PARENT" or "SUBSIDIARY"), at such times and in such
amounts as it may decide. The interpretation and construction by the Committee
of any provisions of the Plan or of any option granted under it shall be final
unless otherwise determined by the Board of Directors. No member of the
committee or Board of Directors shall be liable for any action or determination
made in good faith with respect to the Plan or any option granted under it.

         3. ELIGIBILITY

                  3.1. GENERAL: Any person who performs services of special
importance to the Corporation, or any Parent or Subsidiary thereof, relating to
the Corporation's management, operation or development shall be eligible to
receive options under the Plan. The selection of options recipients shall be
within the sole and absolute discretion of the Committee, or the Board of
Directors.

                  3.2. TERMINATION OF ELIGIBILITY: An optionee's eligibility to
participate in the Plan shall terminate (other than by reason of his or her
death) on the date the optionee (i) ceases to be employed by the Corporation or
a Parent or Subsidiary thereof or (ii) if not an employee, ceases to be a member
of the Corporation's Board of Directors. The options of an optionee whose
eligibility under the Plan has terminated shall expire (a) ten (10) years from
the date the optionee (i) "Resigns for Good Reason" if so provided in the
optionee's employment agreement with the Company, if any, or (ii) is terminated

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without cause; (b) ten (10) years from the date optionee is terminated for cause
or resigns from the Company or resigns from or is voted off the Board of
Directors, as the case may be; (c) twelve (12) months from the date on which the
optionee's eligibility ceases because of any "Disability" if so provided in the
optionee's employment contract, if any; or (d) upon the date the option expires
by its terms.

                  At any time during such ten (10) year period described in
subsection 3.2(a), 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.

                  At any time during such ten (10) year period described in
subsection 3.2(b), 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 on the date of termination of employment or status as a director.

                  At any time during such twelve (12) month period as described
in subsection 3.2(c), 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 Committee 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
Section. The Committee 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.

                  3.3. DEATH OF OPTIONEE AND TRANSFER OF OPTION: If the optionee
dies while eligible to participate in the Plan or within four (4) months after
the termination of his or her eligibility, the optionee's executers or
administrators or any persons who acquired the option directly from the optionee
by bequest or inheritance shall have the right to exercise the optionee's option
in accordance with its terms at any time during the twelve (12) month period
following optionee's death but only in respect of the number of shares for which
the right to exercise has vested at the time of exercise.

                  3.4. TRANSFERABILITY: No option shall be transferable by the
optionee otherwise than by will or the laws of intestate succession.

         4. IDENTIFICATION OF STOCK: The stock subject to the options shall be
shares of the Corporation's authorized but unissued or acquired or reacquired
$.001 par value common stock (the "STOCK"). The aggregate number of shares
subject to outstanding options shall not exceed five million (5,000,000) shares
of Stock or such number of shares of Stock as the Committee shall from time to
time determine (subject to adjustment as provided in Section 5.7). If any option
granted hereunder shall expire or terminate for any reason without having been
exercised in full, the unpurchased shares subject thereto shall again be
available for purposes of this Plan.

         5. TERMS AND CONDITIONS OF OPTIONS: Any Option granted pursuant to the
Plan shall be evidenced by an agreement in such form as the Committee shall from
time to time determine, which agreement shall comply with and be subject to the
following terms and conditions:

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                  5.1. NUMBER OF SHARES: Each option shall state the number of
shares to which it pertains.

                  5.2. OPTION EXERCISE PRICE: Each option shall state the option
price, which 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, unless otherwise
determined at the Committee's discretion.

                  5.3. EXERCISABILITY: Any option shall be exercisable only to
the extent that the option has vested in accordance with the provisions hereof
and any other terms determined by the Committee.

                  5.4. METHOD OF EXERCISE: An option shall be exercised by
written notice to the Corporation stating the number of shares with respect to
which the option is being exercised and designating a time for the delivery
thereof, which shall be at least fifteen (15) days after the notice is given
unless an earlier date was mutually agreed upon. At the time specified in the
notice, the Corporation shall deliver to the optionee at the Corporation's
principal office, or other appropriate place the Committee determines, a
certificate(s) for such shares of previously authorized but unissued shares or
acquired or reacquired shares of Stock as the Corporation may elect.
Notwithstanding the foregoing, the Corporation may postpone delivery of any
certificate(s) after notice of exercise for any reasonable period required to
comply with any applicable listing requirements of any national or other
securities exchange. In the event an option shall be exercisable by any person
other than the optionee, the required notice under this section shall be
accompanied by appropriate proof of such person's right to exercise the option.

                  5.5. MEDIUM AND TIME OF PAYMENT: The option price shall be
payable in full upon the exercise of the option by certified or bank cashier's
check, in shares of the capital stock of the Corporation already owned by the
person exercising the option, valued at fair market value, or by cancellation of
the option with respect to shares as to which it is then exercisable and as to
which the difference between the fair market value of shares and the exercise
price with respect to such shares equals the exercise price of the shares as to
which the option is being exercised, or any equivalent form of payment
acceptable to the Corporation.

                  5.6. TERM OF OPTION: The term of an option granted hereunder
shall be determined by the Committee at the time of Grant, but shall not exceed
ten (10) years from the day of the grant. In no event shall any option be
exercisable after the expiration of its term.

                  5.7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION: Subject to
any required shareholder action, the number of shares of stock covered by an
outstanding option and the price per share in each such option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock of the Corporation resulting from: (i) a subdivision or
consolidation of shares; (ii) the payment of a stock dividend (but only on the
stock); or (iii) any other increase or decrease in the number of such shares
effected without receipt of consideration by the Corporation. Any fraction of a
share subject to the option that would otherwise result from an adjustment
pursuant to this subparagraph shall be rounded downward to the next full number
of shares without other compensation or consideration to the holder of the
option. Subject to any required shareholder action, if the Corporation shall be
the surviving corporation in any merger or consolidation, each outstanding


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option shall pertain and apply to the securities to which a holder of the number
of shares of Stock subject to the option would have been entitled. The
Corporation's Board of Directors may grant each optionee the right to exercise
his or her option in whole or in part immediately prior to the Corporation's
dissolution or liquidation, or merger or consolidation in which the corporation
is not the surviving corporation. If the Corporation is consolidated with or
merged into any other corporation, or if the Corporation sells or transfers all
or substantially all of its assets, or if any other similar event affecting
shares of Stock of the Corporation should occur, and if the exercisability of
the options is not accelerated by the Board of Directors and the acquiring
Corporation assumes the Corporation's obligations under the options granted
under this Plan, then each optionee 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 optionee would have been entitled to had his or her option
been exercised prior to such event. The Corporation shall make lawful provision
therefore as part of any such transaction. To the extent that the forgoing
adjustments relate to stock or securities of the Corporation, they shall be made
by the Committee, whose determinations shall be final, binding and conclusive.
The grant of an option pursuant to the Plan shall not affect in any way the
Corporation'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. Whenever the Corporation takes any action resulting in
any adjustment provided for in this Section 5.7, the Corporation shall forthwith
deliver notice of the action to optionee. The notice shall set forth the number
of shares subject to this option and the purchase price thereof resulting from
the adjustment.

                  5.8. RIGHTS AS A SHAREHOLDER: An optionee or a transferee of
an option shall have no rights as a share holder with respect to any shares
underlying his or her option until fifteen (15) days after exercise of such
option, as specified in Section 5.4 hereof. No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date such stock certificate is issued, except as provided in Section 5.7
above.

                  5.9. MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS: Subject
to the terms and conditions and within the limitations of the Plan, the
Committee may modify, extend or renew outstanding options (to the extent not
theretofore exercised) and authorize the granting of new options in substitution
therefore (to the extent not theretofore exercised).

                  5.10. OTHER PROVISIONS: The option agreements authorized under
the Plan shall contain such other provisions, including without limitation,
restrictions upon the exercise of the option, as the Committee and the Board of
Directors of the Corporation shall deem advisable. Thus, for example, the
Committee and the Board of Directors may require that all or any portion of an
option granted hereunder not be exercisable until a specified period of time has
passed or some other event has occurred.

         6. TERM OF PLAN: Options may be granted pursuant to the Plan from time
to time within a period of ten (10) years from the date the Plan is adopted by
the Corporation's Board of Directors or is approved by the Corporation's
shareholders, whichever occurs earlier. Termination of the Plan shall not affect
any option previously granted.

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         7. AMENDMENT OF THE PLAN: To the extent permitted by law and subject to
any required approval by the Corporation's shareholders, the Board of Directors
may suspend or discontinue the Plan or revise or amend it in any way with
respect to any shares not subject to options at that time.

         8. APPLICATIONS OF FUNDS: The proceeds received by the Corporation from
the sale of Stock pursuant to options may be used for general corporate
purposes.

         9. NO OBLIGATION TO EXERCISE OPTION: The granting of an option shall
impose no obligation upon the optionee to exercise such option.

         10. APPROVAL OF STOCKHOLDERS: The Plan shall not take effect until
approved by the holders of a majority of the outstanding shares of Common Stock
of the Corporation and by the Board of Directors or its Executive Committee.

         11. SECURITIES LAWS COMPLIANCE: Notwithstanding anything contained
herein, the Corporation shall not be obligated to grant any option under this
Plan, or to sell or issue any share pursuant to any option agreement executed
pursuant to the Plan, unless the grant or sale is effectively registered or
exempt from registration under the Securities Act of 1933, as amended, and is
qualified or exempt from qualification under the appropriate state securities
law(s).

         As originally adopted by the Board of Directors on December 9, 1997,
and as amended on June 12, 2001.


                                                 GENIUS PRODUCTS, INC.,
                                                 a Nevada Corporation

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



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