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                                                                     Exhibit 4.4

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 Klaus Moeller, an individual ("Moeller").

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

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

         WHEREAS, Moeller agreed that such $11,669.69 could be deducted from Mr.
Moeller'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, Moeller and the Company determined that he would accept
$75,000.00 of his salary for the year 2001 ("2001 Moeller Salary Deduction") in
the form of Common Stock;

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         WHEREAS, Moeller and the Company agreed that such $75,000.00 would be
deducted from Moeller's salary for the year 2001;

         WHEREAS, the Board and Moeller agreed that the number of shares of
Common Stock to be issued to Moeller shall be determined by dividing $86,669.69
(being the sum of $11,669.69 and $75,000.00) 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 108,337 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. Moeller and the Company agree that Moeller shall be issued 108,337
shares of Common Stock, for services rendered to the Company having an aggregate
value of $86,669.69, for a purchase price of $.80 per share.

2. REPRESENTATIONS AND WARRANTIES OF MOELLER. Moeller 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. Moeller is able to bear the economic risk of the
investment in the Common Stock and can afford the complete loss of such
investment. Moeller has adequate means of providing for Moeller's current needs
and possible personal contingencies, and has no present need for liquidity of
the investment in the Common Stock.

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

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

         2.5 LEGEND. Moeller 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:

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                  "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 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. Moeller 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. Moeller 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 Moeller.
Moeller acknowledges that he is the Chairman of the Board and Chief Executive
Officer for the Company and, as such, he has full knowledge about the
operations, condition and prospects for the Company.

         2.8 PUBLIC SOLICITATION. Moeller 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. Moeller 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 Moeller's own account, for invest ment and not for
distribution or resale to others. Moeller will not sell or otherwise transfer
such securities unless they are registered under the Code or unless an exemption
from such registration is available. Moeller 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 Moeller's name only
when Moeller's request for transfer

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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").

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

         2.12 SURVIVAL OF REPRESENTATION AND WARRANTIES. Moeller 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. Moeller 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 Moeller in
violation of any Securities Laws.

4. REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to
Moeller 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 Moeller 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 Moeller 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.

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         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.

         6.4 GOVERNING LAW; VENUE. Moeller 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. Moeller hereby agrees that any dispute which
may arise between Moeller and the Company arising out of, or in connection with,
this Agreement will be adjudicated before a court located in San Diego,
California, and Moeller 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
Moeller 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. Moeller 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/ KLAUS MOELLER
-------------------------------------------
Klaus Moeller, 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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