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                                                                     Exhibit 4.5

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH ANY STATE SECURITIES
REGULATORY AGENCY, AND NO STATE REGULATORY AGENCY HAS PASSED UPON OR ENDORSED
THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF ANY DISCLOSURE MADE
IN CONNECTION THEREWITH. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THE SECURITIES OFFERED HEREBY MAY NOT BE RESOLD WITHOUT REGISTRATION UNDER
APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO GENIUS
PRODUCTS, INC. IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER SUCH ACT OR LAWS.

THE SUBSCRIBER ACKNOWLEDGES THAT THE COMMON STOCK HAS NOT BEEN REGISTERED UNDER
THE CALIFORNIA CORPORATE SECURITIES LAW OR THE SECURITIES LAWS OF ANY OTHER
STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND THEY MAY NOT BE
OFFERED, SOLD OR TRANSFERRED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED
UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE CORPORATION IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER SUCH LAWS.

                              GENIUS PRODUCTS, INC.

                            STOCK PURCHASE AGREEMENT
                            ------------------------

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into as of this 31st
day of July, 2001, by and between GENIUS PRODUCTS, INC., a Nevada corporation
(the "Company"), and Michael Meader, an individual ("Meader").

         WHEREAS, the Company has been experiencing significant cash flow
shortages.

         WHEREAS, Meader, an Executive Vice President of the Company offered to
assist in the Company's cash flow shortage by accepting a portion of his salary
for the years 2000 and 2001 in the form of shares of the Company's Common Stock,
par value $.001 per share (the "Common Stock");

         WHEREAS, Meader and the Company determined that he would accept
$11,669.69 of his salary for the year 2000 ("2000 Meader Salary Deduction") in
the form of Common Stock;

         WHEREAS, Meader agreed that such $11,669.69 could be deducted from Mr.
Meader's cash salary in equal increments of $1,667.10 per pay period, from the
pay periods ending on the following dates: 9/20/00, 10/5/00, 10/20/00, 11/5/00,
11/20/00, 12/5/00 and 12/20/00;

         WHEREAS, Meader and the Company determined that he would accept
$15,000.00 of his salary for the year 2001 ("2001 Meader Salary Deduction") in
the form of Common Stock;

         WHEREAS, Meader and the Company agreed that such $15,000.00 would be
deducted from Meader's salary for the year 2001;

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         WHEREAS, the Board and Meader agreed that the number of shares of
Common Stock to be issued to Meader shall be determined by dividing $26,669.69
(being the sum of $11,669.69 and $15,000.00) by the closing price of the Common
Stock as quoted on the OTC Bulletin Board as of the first trading day of 2001,
January 2, 2001, which is $.20 per share (or $.80 per share as adjusted to
reflect the one for four split of the Common Stock which occurred on April 10,
2001), which results in an issuance of 33,337 shares of Common Stock;

         NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto, intending to be legally bound, do hereby
agree as follows

1. ISSUANCE. Meader and the Company agree that Meader shall be issued 33,337
shares of Common Stock, for services rendered to the Company having an aggregate
value of $26,669.69, for a purchase price of $.80 per share.

2. REPRESENTATIONS AND WARRANTIES OF MEADER. Meader hereby acknowledges,
represents and warrants to the Company the following:

         2.1 RISK OF INVESTMENT. The purchase of Common Stock involves a high
degree of risk in that the Company will require (i) substantial funds in
addition to the proceeds of this sale; (ii) an investment in the Company is
highly speculative and only investors who can afford the loss of their entire
investment should consider investing in the Common Stock; (iii) an investor may
not be able to liquidate his investment; and (iv) the Common Stock is currently
traded on the OTC Bulletin Board, however transferability of the Common Stock is
limited.

         2.2 RISK OF LOSS. Meader is able to bear the economic risk of the
investment in the Common Stock and can afford the complete loss of such
investment. Meader has adequate means of providing for Meader's current needs
and possible personal contingencies, and has no present need for liquidity of
the investment in the Common Stock.

         2.3 RESIDENCE. Meader is a resident of the State of California.

         2.4 TAXES. No representation has been made by the Company to Meader
regarding any tax consequences of investing in the Company. Meader understands
that it is the sole responsibility of Meader to obtain tax advice pertaining to
his particular situation.

         2.5 LEGEND. Meader understands and agrees that there will be placed on
the certificate or certificates representing the Common Stock issuable under
this Subscription Agreement, any substitutions therefor and any certificates for
additional shares which might be distributed with respect to such Common Stock,
a legend stating in substance:

                  "This security has not been registered or qualified under the
                  securities or blue sky laws of California or any other state
                  and may not be offered and sold unless registered and/or
                  qualified pursuant to the relevant provisions of state
                  securities or blue sky laws or an

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                  exemption from such registration or qualification applicable.
                  Therefore, no sale or transfer of this security shall be made,
                  no attempted sale or transfer shall be valid, and the issuer
                  shall not be required to give any effect to any such
                  transaction unless (a) such transaction shall have been duly
                  registered under the act and qualified or approved under
                  appropriate state or blue sky laws, or (b) the issuer shall
                  have first received an opinion of counsel satisfactory to it
                  that such registration, qualification or approval is not
                  required."

         2.6 SOPHISTICATION. Meader has prior investment experience regarding
investment in unregistered securities, or has employed the services of an
investment advisor, attorney and/or accountant to read all of the documents
furnished or made available by the Company to the Subscriber and to evaluate the
merits and risks of such an investment on the Subscriber's behalf. The
Subscriber recognizes the highly speculative nature of this investment.

         2.7 INFORMATION. Meader has had a full opportunity to ask questions of
and receive satisfactory answers from the Company or any person or persons
acting on its behalf, concerning the terms and conditions of this investment,
and all such questions have been answered to the full satisfaction of Meader.
Meader acknowledges that he is the Executive Vice President for the Company and,
as such, he has full knowledge about the operations, condition and prospects for
the Company.

         2.8 PUBLIC SOLICITATION. Meader has received no public solicitation or
advertisement concerning an offer to sell or a solicitation to buy the shares of
Common Stock issued or to be issued under this Agreement.

         2.9 INVESTMENT INTENT. Meader understands that this offering of the
Common Stock has not been reviewed by the California Department of Corporations
("Department") because this sale is intended to be a nonpublic offering pursuant
to Section 25102(f) of the California Corporations Code (the "Code"). The Common
Stock is being purchased for Meader's own account, for invest ment and not for
distribution or resale to others. Meader will not sell or otherwise transfer
such securities unless they are registered under the Code or unless an exemption
from such registration is available. Meader realizes that, in the view of the
Department, a purchase with an intent to resell would represent a purchase with
an intent inconsistent with his representation to the Company, and the
Department might regard such a sale or disposition as a deferred sale to which
the foregoing exemptions are not available.

         2.10 RESTRICTIONS ON TRANSFER. The Company may, if it desires, permit
the transfer of the Common Stock acquired hereunder out of Meader's name only
when Meader's request for transfer is accompanied by an opinion of counsel
reasonably satisfactory to the Company that neither the sale nor the proposed
transfer results in a violation of the Securities Act of 1933, as amended (the
"Act") or any applicable state "Blue Sky" laws, including, but not limited to
the Code (collectively "Securities Laws").

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         2.11 RELIANCE. No representations or warranties have been made to
Meader by the Company or any agent, employee or affiliate of the Company, and,
in entering into this transaction, Meader is not relying on any information,
other than the results of independent investigation by the Subscriber.

         2.12 SURVIVAL OF REPRESENTATION AND WARRANTIES. Meader understands the
meaning and legal consequences of the foregoing representations and warranties,
which are true and correct as of the date of this Agreement. Each representation
and warranty will survive such purchase.

3. INDEMNIFICATION. Meader agrees to hold the Company and its directors,
officers and controlling persons and their respective heirs, representatives,
successors and assigns harmless and to indemnify them against all liabilities,
costs and expenses incurred by them as a result of any misrepresentation made by
the undersigned contained herein or any sale or distribution by Meader in
violation of any Securities Laws.

4. REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to Meader
that the Common Stock offered herein has been duly and validly authorized and
when issued and paid for in accordance with the terms of the Agreement will be
validly issued, fully paid and nonassessable.

5. REGISTRATION ON FORM S-8. Notwithstanding anything to the contrary contained
herein, the Company intends to register the Common Stock offered herein prior to
its issuance to Meader on a Form S-8. If such registration is accomplished, the
legend on the certificates representing such Common Stock shall be modified
appropriately.

6. MISCELLANEOUS

         6.1 NOTICES. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to the Company, at 11250 El Camino Real, Suite 100,
San Diego, California 92130, Attention: President and to Meader C/O the same
address. Notices will be deemed to have been given on the date of mailing,
except notices of change of address, which shall be deemed to have been given
when received.

         6.2 AMENDMENT. This Agreement shall not be changed, modified or amended
except by a writing signed by the parties to be charged, and this Agreement may
not be discharged except by performance in accordance with its terms or by a
writing signed by the party to be charged.

         6.3 SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and to their respective heirs, legal
representatives, successors and assigns. This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.

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         6.4 GOVERNING LAW; VENUE. Meader expressly agrees that all the terms
and provisions hereof will be construed in accordance with, and governed by, the
laws of the State of California. Meader hereby agrees that any dispute which may
arise between Meader and the Company arising out of, or in connection with, this
Agreement will be adjudicated before a court located in San Diego, California,
and Meader hereby submits to the exclusive jurisdiction of the courts of the
State of California, located in San Diego, California, and of the federal courts
located in San Diego, California, with respect to any action or legal proceeding
commenced by any party, and irrevocably waives any objection Meader now has, or
hereafter may have, respecting the venue of any such action or proceeding
brought in such a court, or respecting the fact that such court is an
inconvenient forum, relating to or arising out of this Agreement, or any acts or
omissions relating to the sale of the securities hereunder, and consents to the
service of process in any such action or legal proceeding by means of registered
or certified mail, return receipt requested, in care of the address set forth on
the signature page of this Agreement or such other address as the undersigned
will furnish in writing to the Company.

         6.5 COUNTERPARTS; BINDING OBLIGATION. This Agreement may be executed in
counterparts.

         6.6 SEVERABILITY. The holding of any provision of this Agreement to be
invalid or unenforceable by a court of competent jurisdiction will not affect
any other provision of this Agreement, which will remain in full force and
effect.

         6.7 WAIVER. It is agreed that a waiver by any party of a breach of any
provision of this Agreement will not operate, or be construed, as a waiver of
any subsequent breach by that same party.

         6.8 ADDITIONAL DOCUMENTS. Meader agrees to execute and deliver all such
further documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the purposes and intent
of this Agreement.

                THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK
                       THE NEXT PAGE IS THE SIGNATURE PAGE

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

         DATED this 31st day of July, 2001.

 /S/ MICHAEL MEADER
-------------------------------------------
Michael Meader, an individual

Genius Products, Inc., a Nevada corporation

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

By:  /S/ MICHAEL MEADER
    ---------------------------------------
       Michael Meader,
       Executive Vice President

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