GENIUS PRODUCTS, INC.

                              PRODUCTION AGREEMENT

PRODUCTION AGREEMENT between Genius Products, Inc., a Nevada corporation
("COMPANY") and Richard Perry, ("Producer") dated as of May 3, 2000.

WHEREAS, Company wishes to engage Producer and Producer wishes to be engaged as
an executive producer by 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)       Company hereby engages Producer for a period of two (2) years
                  (the "TERM") unless otherwise terminated pursuant to Section
                  4, commencing on May 15, 2000 (the "EFFECTIVE DATE") as an
                  executive producer to provide music recording and production
                  services in connection with the development of CDs, cassettes
                  and videos under the Baby Genius(TM) and other brand names.
                  This Agreement may be automatically renewed on not less than
                  sixty (60) days prior written notice to Producer on the same
                  terms and conditions (except as provided in Section 5 a)) at
                  the option of Company for two (2) additional years.

         b)       Producer may not contractually bind Company without the prior
                  consent of either the Chief Executive Officer or the President
                  of Company.

         c)       Producer shall render substantially all of his services in Los
                  Angeles.

2) SERVICES:

         (a)      In consideration of the compensation payable hereunder,
                  Producer shall produce eight (8) master compact discs
                  (CDs)/cassettes and five (5) master music video tape
                  recordings (collectively, "MASTERS") during the Term. Two (2)
                  Master CDs and cassettes shall be Original CD Productions, and
                  all five (5) Master music video tapes shall be Original Video
                  Productions, and six (6) Master CD/cassettes recordings may be
                  Licensed CD Productions.

                  i)       "ORIGINAL CD PRODUCTION" means a Master disc or tape
                           of all the material of which comprises new
                           compositions composed by one or more artists approved
                           by Producer and Company and produced and recorded by
                           Producer, or an existing composition produced and
                           re-recorded by Producer with one or more artists
                           approved by Producer and Company. Producer shall use
                           his best efforts to produce all such recordings in
                           digital format.

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                  ii)      "LICENSED CD PRODUCTION" means a Master disc or tape
                           of all the material of which comprises existing
                           compositions composed by one or more artists approved
                           by Producer and Company, produced and recorded by any
                           person other than Producer, and compiled by Producer.

                  iii)     "ORIGINAL VIDEO PRODUCTION" means a Master video
                           tape, DVD or CD-ROM, the music material of which
                           comprises material that would qualify either for an
                           Original CD Production or a Licensed CD Production,
                           and the filmed material of which comprises new film
                           footage filmed and produced by Producer with a
                           director and one or more artists approved by Producer
                           and Company. Producer shall use his best efforts to
                           produce all such films in digital format.

                  iv)      "PRODUCTS" means CDs, cassettes and video music tapes
                           duplicated and manufactured by Company from Original
                           CD Productions and Licensed CD Productions and
                           Original Video Productions and Licensed Video
                           Productions, for retail sales.

         (b)      Producer's services shall include those customarily performed
                  by CD and music video producers, including without limitation:
                  suggesting material to record, suggesting actors and
                  musicians, supervising rehearsals, performing both control
                  room and studio work at recording sessions (for Original
                  CD/Video Productions), editing, mixing and supervision of
                  mastering. It is intended that the Masters shall be completed
                  and delivered as soon as reasonably possible.

         (c)      Recording and filming sessions for the Master shall be
                  conducted by Producer at such times as Producer and Company
                  shall designate. Each Master shall constitute compilations and
                  recordings approved by Company. Producer shall render his
                  services diligently and conscientiously and to the best of
                  their ability until production of the Masters is completed.
                  Producer shall deliver to Company the Masters in final form
                  for the manufacturing and duplication of Products. Each
                  original session CD/cassette and music video recording, and
                  any part thereof, and each mother, master, or other derivative
                  shall be delivered to Company to be kept available for Company
                  and subject to Company's control at such place as Company
                  shall designate.

         (d)      The Company shall engage artist, musicians recording studios
                  and other personnel or facilities required in order to produce
                  the Masters hereunder. Producer shall deliver to Company
                  within a reasonable period after execution of this Agreement a
                  non-binding estimated budget for the costs of recording the
                  Masters for the entire project (including all recording fees,
                  royalties for any Licensed CD Production, and arranging fees
                  which will exceed union scale and the recipients of such
                  proceeds). No production of a Master may be commenced unless
                  the Board of Directors, the Chief Executive Officer or the
                  President has approved in writing the proposal and budget for
                  such Master. The proposal and budget for a Master may only be
                  amended in writing and approved by the Board of Directors, the
                  Chief Executive Officer or the President. The total costs for
                  recording each Master shall not exceed the amount approved by
                  Company in the final budget furnished by Producer. If the
                  total cost for any Master recording exceeds the final budget,
                  the excess costs shall be recouped by Company from royalties
                  otherwise payable hereunder.

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         (e)      Producer's services hereunder shall be non-exclusive. Producer
                  shall have the right during their term hereof to produce
                  recordings for any other person, firm or corporation,
                  PROVIDED, HOWEVER, that any such activity does not delay,
                  hinder or interfere with the timely completion and delivery of
                  the Masters hereunder. Producer agrees that, during the three
                  (3) year period following delivery of all Masters to Company
                  in accordance herewith, Producer will not produce any CDs,
                  cassettes, videos, CD-ROMS or other music, film or video
                  recordings by any performer embodying an arrangement of any
                  selection embodied in the Masters of any original CD/Video
                  Production.

         (f)      Producer further covenants that at the time of delivery of
                  each Master, there will be no claims, demands or actions
                  pending or threatened with respect thereto of which Producer
                  is, or reasonably should be aware.

         (g)      Producer acknowledges that Company's business is to develop
                  and publish music, video and other products of the highest
                  quality, including recordings which stimulate the intellectual
                  development, education and well-being of children from birth
                  through the age of 12 and beyond, and which assist parents and
                  families in their roles as parents and care-givers. Producer
                  agrees that all Masters shall be consistent with the nature of
                  Company's business and products.

         (h)      Producer shall not work on any projects outside the course of
                  his engagement hereunder that compete with music and video
                  products for the intellectual development, education and
                  well-being of children.

         (i)      Producer shall report to either the Chief Executive Officer or
                  the President of Company in connection with all matters
                  regarding his services being rendered hereunder.

         (j)      Producer shall permit Company to use his name, approved
                  photograph, likeness and approved biographical information in
                  connection with sales, marketing and advertising of
                  Productions, subject to Producer's prior approval which shall
                  not be unreasonably withheld. Company agrees to accord
                  Producer credit on the back cover of all Productions on which
                  Producer rendered services.

         (k)      Producer represents and warrants that he is under no
                  disability or prohibition, whether contractual or otherwise
                  with respect to his right to execute this Agreement, to fully
                  perform its terms and conditions, to furnish to Company his
                  services hereunder and to grant to Company all rights herein
                  granted.

3) INTELLECTUAL PROPERTY:

         a)       All Masters made hereunder, all reproductions made therefor,
                  the performances of Producer embodied herein, and the
                  copyrights therein and thereto, shall (as between Company and
                  Producer) be entirely Company's property at all stages during
                  and from creation (other than existing copyrights relating to
                  Licensed CD Productions and licensed music on Original Video
                  Productions) free of any claims whatsoever by Producer or
                  anyone claiming through or on behalf of Producer. Further,
                  Producer hereby grants to Company all rights of every kind and
                  character, whether now known or hereafter created, in and to
                  the results and proceeds of Producer's services hereunder.
                  Producer acknowledges and agrees that with respect to Original
                  CD/Video Productions, Company (or its designee) is and, in so
                  far as Producer is concerned, shall be the owner of all rights
                  of copyright (excluding only copyright in licensed music on
                  any Original Video Production) in and to the Masters relating


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                  thereto, and that Company shall be entitled to the exclusive
                  right to the copyright of each Master, it being agreed that
                  for this purpose Producer is deemed Company's employee-for
                  hire such that Company may exercise all rights in the Masters
                  as the author and copyright proprietor thereof. Without
                  limiting the generality of the foregoing, Company may grant to
                  its distributors the right to manufacture, advertise, sell,
                  lease, license or otherwise exploit the Masters, or refrain
                  therefrom, within their respective territories upon such terms
                  as Company may decide. Producer acknowledges that Products
                  manufactured pursuant to this Agreement may be released under
                  any trademark, trade name or label designated by Company.

         b)       Company's distributors shall each within their respective
                  territory have the perpetual, non-exclusive, worldwide right
                  to use and to permit others to use Producer's name and
                  likeness and biographical material concerning him in
                  connection with the sales and distribution of Masters produced
                  hereunder and record made therefrom.

4) INDEMNITY:

         a)       Each party agrees to indemnify and hold the other party and
                  other party's successors, assigns, agents, distributors,
                  licenses, officers, directors and employees harmless from and
                  against any liability, damage, cost and expense (including
                  reasonable attorney's fees) occasioned by or arising out of
                  any third party claim, demand or action (collectively, a
                  "CLAIM") arising out of or in connection with any breach of
                  any covenant, representation, grant or warranty made or
                  assumed by the indemnifying party hereunder which Claim
                  results in a final adjudication or settlement. Upon being
                  notified of any Claim, the indemnified party shall promptly
                  notify the indemnifying party of such Claim. The indemnifying
                  party may participate in the defense of the Claim, at its own
                  expense, with counsel of its own choice, subject to the other
                  party's approval which shall not be unreasonably withheld.

         b)       Upon the making or filing of a Claim against Company, Company
                  shall be entitled to withhold amounts payable to Producer
                  under this Agreement PROVIDED that the total amount withheld
                  is in an amount reasonably related to the amount of the Claim,
                  unless Producer furnishes Company with a bond or similar
                  instrument which is acceptable to Company. All amounts
                  withheld by Company shall be deposited in an interest-bearing
                  bank account. All amounts withheld by Company relating to a
                  Claim shall be released to Producer if an action based on such
                  Claim is not filed within one (1) year after Company has
                  received written notice of such Claim.

5) ADVANCE ROYALTIES AND ROYALTIES:

         a)       Subject to Producer's performance of all of his obligations
                  hereunder, Company agrees to pay to Producer advance royalties
                  of $85,000 over the Term, payable in twenty four (24) monthly
                  installments of $3,541.67, with each installment payable on
                  the first (1st) and fifteenth (15th) day of each calendar
                  month, in arrears, except for the first payment hereunder
                  being made on June 1, 2000 and the second payment being made
                  on June 30, 2000. If Company elects to renew this Agreement
                  for two (2) additional years under Section 1 a), Company will
                  advance Producer royalties of $93,500 for the third year and
                  $102,850 for the fourth year, on the same terms and conditions
                  set forth herein.

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         b)       Company shall pay Producer net royalties based on 100% of the
                  net sales of all Products, computed on the suggested retail
                  list price of such Products (except as otherwise provided), as
                  follows:

                  i)       With respect to net sales of Products based on
                           Original CD Productions and Original Video
                           Productions manufactured, distributed and sold by
                           Company and its distributors in the United States of
                           America through normal retail channels, a net royalty
                           of five (5%) percent on such net sales.

                  ii)      With respect to net sales of Products based on
                           Licensed CD Productions manufactured, distributed and
                           sold by Company and its distributors in the United
                           States of America through normal retail channels, a
                           net royalty of four (4%) percent on such net sales.

                  iii)     With respect to net sales of Products based on
                           Original CD Productions and Original Video
                           Productions manufactured, distributed and sold by
                           Company or its distributors outside of the United
                           States of America through normal retail channels, a
                           royalty of four (4%) percent on such net sales.

                  iv)      For purposes of sales outside of the United States,
                           the suggested list price shall be the suggested
                           retail list price of the Products fixed in such
                           country, or in the absences of such price, that price
                           which is customarily utilized in the respective
                           industries for Products for such purposes in the
                           country involved.

                  v)       Net royalties on foreign net sales will be deemed
                           earned only when amounts from net sales on which such
                           net royalties are based are received by Company in
                           the United States or credited to Company against an
                           advance at the dollar equivalent of the rate of
                           exchange at which Company is paid or credited against
                           an advance, net of all applicable foreign taxes. The
                           applicable rate of exchange shall be the rate of
                           exchange at which Company is paid by its
                           distributors. If Company does not receive payments in
                           United States dollars in the United States as a
                           result of the action of any governmental or other
                           authority and Company accepts payment in a foreign
                           currency, Company may deposit Producer's net
                           royalties in such foreign currency to Producer's
                           account (and at Producer's expense) in a depository
                           selected by Producer. Such deposits of payments
                           representing net royalties applicable hereto shall
                           satisfy Company's obligations hereunder for the sales
                           to which such net royalty payments are applicable.

                  vi)      Net royalties applicable to net sales of Products
                           sold direct at retail by Company via any internet
                           site it publishes or direct mail or through a mail
                           order operation shall be computed at one-half (1/2)
                           of the royalty percentage rate set forth in (i),
                           (ii), or (iii), as the case may be, based upon the
                           price to the consumer.

                  vii)     Net royalties applicable to net sales of Products
                           being sold at retail at 50% off Company's suggested
                           retail price shall be computed at one-half (1/2) of
                           the royalty percentage rate set forth in (i), (ii) or
                           (iii).

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                  viii)    No royalties shall be payable in respect of (1)
                           Products distributed by Company or its distributors
                           as "samplers" at trade shows or for trade and
                           marketing purposes; (2) Products distributed free
                           (whether or not shipping and handling charges are
                           payable), as special promotions either posted on
                           Company's web sites, including www.babygenius.com, or
                           advertised on television or radio; (3) Products
                           distributed free in connection with membership drives
                           for member programs operated by Company; (4) Products
                           distributed for free or sold for less than seventy
                           percent (70%) Company's or its distributors, listed
                           wholesale list price to publishers, employees, video,
                           CD and motion picture companies, radio and television
                           stations and other customary recipients of free,
                           discounted or promotional records which are not
                           intended for resale; (5) Products sold by Company or
                           its distributors at cost; directly; (6) distribution
                           of Products directly or by third parties as premiums
                           and (7) Products given away or shipped under sales
                           programs on a "no-charge" or "freebie" basis, or sold
                           for thirty percent (30%) or less of the wholesale
                           list price to distributors, subdistributors, dealers
                           and others as an inducement to purchase Products,
                           whether or not such Products are intended for sale to
                           third parties.

                  ix)      Notwithstanding anything to the contrary contained
                           herein, the following shall be excluded from the base
                           against which the applicable royalty percentage rate
                           is to be applied: (1) all sales, use, excise,
                           transaction, value added taxes and other applicable
                           domestic and international taxes included in the
                           price, and (2) in the case of Products sold with
                           special inserts or attachments, a packaging charge of
                           ten percent (10%) of the suggested retail list price
                           for such Products.

                  x)       Company may at any time elect to utilize a different
                           method of computing royalties from that specified
                           above, in the event that the method by which Company
                           is accounted to by its distributors is changed,
                           PROVIDED that such method does not materially alter
                           the net amounts due Producer.

                  xi)      As used herein, "NET ROYALTIES" means Company's
                           royalties earned by actual net sales of Products for
                           which Company has been paid or received credit
                           against an advance, less taxes withheld or charged
                           and payments to any unions or guilds (or their trust
                           funds). Sales by Company shall be deemed to have
                           occurred during the accounting periods in which
                           Company receives payments or credits therefor. "NET
                           SALES" means the cumulative number of Products sold
                           by Company or its distributors to independent third
                           parties for which Company has been paid or received
                           credit against an advance, less Products returned at
                           any time for any reason, including at Company's
                           request, and less all rebates, advertising
                           allowances, free goods, credits, bad debts, credit
                           card charge-backs, cancellations and exchanges. Prior
                           to final determination thereof, Company may withhold
                           a reasonable reserve against returns, such reserve to
                           be established by Company in its reasonable
                           discretion. Reserves shall not exceed forty percent
                           (40%) of Products shipped in the first year of the
                           Term and shall thereafter be based on the average
                           percentage of returns received by Company in the
                           previous 12 months, and each such reserve shall be
                           liquidated not later than the delivery of the second
                           accounting statement following the statement on which
                           such reserve was established. Company agrees that in
                           the United States Products which are returned shall
                           be charged to Producer's account in the same
                           royalty-bearing ratio such Products were originally
                           credited to Producer's account.

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                  xii)     Notwithstanding anything to the contrary contained
                           herein, Producer shall not be entitled to receive any
                           net royalties whatsoever with respect to net sales of
                           Products prior to the recoupment by Company of any
                           advance royalties paid to Producer under Section 5
                           a).

                  xiii)    Within sixty (60) days after June 30 and December 31
                           of the first eighteen months during which Products
                           are sold, Company will render a statement of accrued
                           royalties earned under the Agreement during the
                           preceding calendar half year, less all amounts
                           chargeable against such royalties pursuant to the
                           Agreement, including without limitation, all advance
                           royalties paid under Section 5 a) through the date of
                           such statement. Simultaneously with the rendering of
                           its statement, Company will pay Producer the net
                           amount, if any, shown to be due thereon, less any
                           deductions or withholding required by law or any
                           union guild rules or regulations. Notwithstanding the
                           foregoing, only expenses, advances or other charges
                           incurred during any particular semi-annual period may
                           be charged during that or a subsequent period (e.g.,
                           a charge incurred on January 5 of a particular
                           calendar year shall be reflected in the June 30
                           statement for that period and not for the December 31
                           statement for the preceding period). After the first
                           eighteen months, statements will be rendered within
                           sixty (60) days of each calendar quarter.

6) GRANT OF OPTIONS:

         a)       On the Effective Date, Company will grant Producer options to
                  acquire 25,000 shares of Company's common stock.

         b)       In addition, for each 100,000 net sales of units of Products,
                  Company will grant Producer on the last day of the calendar
                  quarter in which such 100,000 net sales target has been
                  reached, options to acquire 25,000 shares of Company's common
                  stock.

         c)       If prior to March 31, 2001, Company sells 500,000 net sales of
                  units of Products based on Original CD Productions or Original
                  Video Productions, Company shall grant Producer options for an
                  additional 25,000 shares.

         d)       The maximum number of shares for which Producer shall be
                  granted options during their Term shall be 125,000, including
                  the options for 25,000 shares to be granted on the Effective
                  Date and all options that may be granted pursuant to
                  subsections b) and c) above.

         e)       The exercise price of all options granted to Producer
                  hereunder shall be 1.20 times the average closing price of
                  Company's shares in the twenty (20) consecutive trading days
                  immediately preceding the date of grant.

         f)       Producer shall not be entitled to exercise any options until
                  after ninety (90) days following the date of grant of such
                  options.

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         g)       Company shall give notice to Producer of its intent to
                  consummate a private placement of its shares and Producer
                  shall be entitled to purchase shares in such placement subject
                  to applicable federal and state securities laws.

         h)       All shares underlying the options granted hereunder shall be
                  restricted securities within the meaning of Rule 144 of the
                  Securities Act of 1933, as amended.

         i)       All shares issuable under any options granted hereunder shall
                  either (1) be registered pursuant to a Form S-8 which shall be
                  filed with the Securities Exchange Commission within ninety
                  (90) days from the date hereof or (2) shall be issuable
                  pursuant to the options being exercised on a "cashless" basis.

7) TERMINATION.

         a)       Company may terminate Producer's engagement upon not less than
                  thirty (30) days prior written notice as a result of a
                  material breach by Producer of his obligations hereunder, if
                  such breach has not been cured within thirty (30) days of
                  receipt of written notice from Company.

         b)       Upon the termination of this Agreement for any reason,
                  Producer shall deliver to Company all documents used by
                  Producer in the course of Company's business and in Producer's
                  possession or control, 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.

8) PROPRIETARY AND CONFIDENTIAL INFORMATION:

         a)       Producer acknowledges that he may receive information
                  concerning Company's business, financial and technical plans
                  and strategies, inventions, new products, services, customers
                  and members, and technology (collectively "CONFIDENTIAL
                  INFORMATION"). The terms and conditions set forth in this
                  Agreement shall be Confidential Information. Producer
                  acknowledges and agrees that all Confidential Information is
                  of substantial value to Company, which value would be harmed
                  if such information were disclosed to third parties. Producer
                  agrees that he shall not use (except in the performance of his
                  obligations under this Agreement) Confidential Information in
                  any way for his own account or any account of any third party,
                  nor disclose to any third party such Confidential Information.
                  Producer may disclose Confidential Information to his agents
                  and representatives who need to know such information,
                  PROVIDED that such persons are bound by confidentiality
                  obligations no less restrictive than the terms in this
                  section. The obligations in this section shall survive the
                  termination of this Agreement for a period of two (2) years.
                  Confidential Information does not include any information that
                  Producer can demonstrate by written records (a) was known to
                  him prior to its disclosure hereunder by Company, (b) was
                  independently developed by Producer, (c) is or becomes
                  publicly known through no wrongful act of Producer, (d) has
                  been rightfully received from a third party whom Producer has
                  reasonable grounds to believe is authorized to make such
                  disclosure without restriction, or (e) has been approved for
                  public release by Company's prior written authorization.
                  Confidential Information may be disclosed pursuant to
                  applicable law, regulations or court order, PROVIDED that
                  Producer provides prompt advance notice thereof to enable
                  Company to seek a protective order or otherwise prevent such
                  disclosure.

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         b)       Should Producer reveal or threaten to reveal any Confidential
                  Information, Company shall be entitled to an injunction
                  restraining the Producer 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 Company may pursue any
                  other remedies it has against the Producer for a breach or
                  threatened breach of this provision, including the recovery of
                  damages from the Producer.

9)   RESTRICTIVE COVENANT: Producer further agrees during and for one (1) year
     after the termination of this Agreement for any reason, whether for
     Producer'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 Company any
     employee of 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
     Company.

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 of Orange 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.

11) MISCELLANEOUS:

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

         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
                  Company (or any predecessor thereof) and the Producer shall be
                  deemed reinstated as if this Agreement had not been executed.

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

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         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
                  Company will be effective if delivered to Company, 11250 El
                  Camino Real, Suite 100, San Diego, CA 92130, attention:
                  President, or such other address specified by Company in
                  writing. All notices to Producer will be effective if
                  delivered to Producer's last residential address provided to
                  Company by Producer with a copy to J. Eugene Salomon, Jr.,
                  Mitchell Silberberg & Knupp LLJ, Trident Center, 11377 West
                  Olympic Boulevard, Los Angeles, CA 90054-1683.

         f)       ASSIGNMENTS. Company will not assign this Agreement or any
                  right, interest or benefit under this Agreement without the
                  prior written consent of Producer. Producer may not assign
                  this Agreement or any part thereof with Company's prior
                  written consent except, however, that, after the completion of
                  Producer's services hereunder, Producer may assign Producer's
                  right to receive royalties hereunder.

         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 Producer,
                  such waiver will not operate or be construed as a waiver of
                  further breach by the Producer.

         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.

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

GENIUS PRODUCTS, INC.


By:      /S/ Dorian Lowell
         ------------------------
Name:    Dorian Lowell
         President


PRODUCER


By:      /S/ Richard Perry
         ------------------------
Name:    Richard Perry

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                                    EXHIBIT A
                                    ---------

                                Estimated Budget

To be delivered by Producer within a reasonable period of time after the date
hereof.

ORIGINAL CD PRODUCTIONS:
-----------------------

1.
2.

LICENSED CD PRODUCTIONS:
-----------------------

1.
2.
3.
4.
5.
6.

ORIGINAL VIDEO PRODUCTIONS:
--------------------------

1.
2.
3.
4.
5.



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