ASSUMPTION OF OBLIGATIONS AND PLEDGE AGREEMENT

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                                                                    Exhibit 10.2

                 ASSUMPTION OF OBLIGATIONS AND PLEDGE AGREEMENT

                                 (VIDEO CATALOG)

      This Assumption of Obligations and Pledge Agreement (this "Agreement") is

made and entered into as of March 21, 2005, by and between Genius Products,

Inc., a Delaware corporation ("Pledgee"), and American Vantage Companies, a

Nevada corporation ("Pledgor").

      WHEREAS, Pledgee and Pledgor are parties to that certain Agreement and

Plan of Merger dated as of March 21, 2005 (the "Merger Agreement"), pursuant to

which Pledgee will acquire the Company (as defined in the Merger Agreement);

      WHEREAS, as a further inducement to Pledgee to enter into and consummate

the transactions contemplated by the Merger Agreement, Pledgee desires to

assign, and Pledgor desires to assume, certain obligations of the Company, on a

going-forward basis, following the consummation of the transactions contemplated

by the Merger Agreement; and

      WHEREAS, the execution and delivery of this Agreement by the parties

hereto is a condition to the closing of the transactions contemplated by the

Merger Agreement.

      NOW, THEREFORE, for and in consideration of the premises and the mutual

covenants contained herein, and for other good and valuable consideration, the

receipt, adequacy and legal sufficiency of which are hereby acknowledged, the

parties do hereby agree as follows:

      1. CAPITALIZED TERMS. Capitalized terms used but not defined herein shall

have the meanings for such terms that are set forth in the Merger Agreement.

      2. CERTAIN DEFINITIONS.

            (a) "Assignment" has the meaning set forth in Section 3 hereof.

            (b) "Certificates" means the certificate or certificates evidencing

ownership of the Collateral, in such denominations as Pledgor shall reasonably

request.

            (c) "Collateral" means seven hundred thousand (700,000) shares of

Purchaser Common Stock registered in the name of Pledgor and/or its Affiliates,

which comprises a portion of the Merger Consideration, to the extent not

released and distributed by Pledgee to Pledgor in accordance with Section 10(b)

hereof.

            (d) "Default" has the meaning set forth in Section 8 hereof.

            (e) "Obligations" has the meaning set forth in Section 3(a) hereof.

      3. ASSIGNMENT, ASSUMPTION AND OTHER AGREEMENTS.

            (a) Effective as of immediately following the Effective Time,

Pledgee hereby assigns, sells, transfers and sets over (collectively, the

"Assignment") to Pledgor the Pledgee's obligations and liabilities related to or

associated with (i) accounts payable that are attributable to the Direct

Response Video Catalog of Wellspring Media that are set forth on Schedule 1

attached

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hereto, and (ii) amounts owing under the lease for the property in the name of

Wellspring Media at 5900 Wilshire Blvd., Los Angeles, CA (the "Wilshire Blvd.

Premises"), in all cases without set-off or counterclaims against Pledgee

(collectively, the "Obligations"). Pledgor hereby accepts the Assignment and

assumes and agrees to pay and discharge all of the Obligations when due from and

after the Closing. In addition to any remedies available to Pledgee under

Section 9 hereof, in the event that Pledgor fails to pay any Obligation when it

becomes due, and Pledgee shall pay such amount on behalf of Pledgor, then

Pledgor shall pay the amount of such Obligation to Pledgee with such amount

carrying interest at a rate of 10.0% per annum from the due date for such

Obligation until such amount plus accrued interest is paid in full to Pledgee

(with any such accrued interest also constituting an Obligation hereunder).

            (b) Pledgee agrees to vacate the Wilshire Blvd. Premises within 15

days following the sale or shutdown of the Video Catalog business conducted at

that location, and will reasonably cooperate with Pledgor in subletting or

assigning the Wilshire Blvd. Premises thereafter.

            (c) Pledgor agrees, following the Effective Time, to segregate and

deposit 50% of the net proceeds actually received by Pledgor or its Affiliates

from the sale of Merger Consideration, until such time as $1,100,000 of proceeds

is actually deposited by Pledgor (which shall be no later than 60 days following

the Effective Time), into a joint bank account with Pledgee, which account will

require the signatures of both Pledgee and Pledgor to make withdrawals or

transfers. The parties agree to promptly use such funds for the payment of

Obligations and Pledgor's other obligations hereunder until they are fully

satisfied, after which time the remaining funds, if any, will promptly be

released back to Pledgor.

s             (d) Pledgor agrees to pay to Pledgee one-half of any reduction in

amounts legally owing under any individual Obligation resulting primarily from

the negotiation or efforts of Pledgee with the creditor, within five days of

receipt of written notice by Pledgor accompanied by reasonable proof or other

documentation evidencing the subject creditor's unconditional agreement to such

reduction. For example, if Pledgee obtains a settlement with a creditor of an

Obligation legally reducing the amount owed to such creditor from $20,000 to

$10,000, Pledgor will pay to Pledgee $5,000 within five days of receipt of such

notice and proof or documentation of such reduction.

      4. PLEDGE AND SECURITY INTEREST. To secure Pledgor's obligations to

Pledgee to assume and fully discharge when due all of the Obligations and

Pledgor's other obligations hereunder, Pledgor hereby pledges the Collateral to

Pledgee and grants to Pledgee a continuing security interest in the Collateral.

      5. DEPOSIT OF COLLATERAL. Pledgor shall (i) deliver to Pledgee the

Certificates; and (ii) deliver to Pledgee one original stock power for each

Certificate in the form of Exhibit A attached hereto, duly executed in blank.

      6. WARRANTIES AND COVENANTS OF PLEDGOR.

      Pledgor represents, warrants, covenants and agrees as follows:

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            (a) Obligations. Schedule 1 attached hereto sets forth a true,

correct and accurate listing of all obligations and liabilities related to or

associated with accounts payable that are attributable to the Direct Response

Video Catalog of Wellspring Media.

            (b) Novations. Pledgor shall use its best efforts to seek novations

of all of the Obligations such that Pledgor is the obligor of record with

respect to all of the Obligations. Notwithstanding anything herein or in the

Merger Agreement to the contrary and for the avoidance of doubt, upon and

following the Assignment, Pledgor shall be the primary obligor with respect to

all of the Obligations.

            (c) Ownership of Collateral. Pledgor has good, valid marketable

title to the Collateral, free from any liens, charges, pledges, security

interests, encumbrances, rights to purchase or other claim or interest of any

kind, other than those granted herein.

             (d) Liens. Pledgor will neither create nor permit the creation of

any lien charge, pledge, security interest, encumbrance or other claim or

interest in the Collateral without the prior written consent of Pledgee.

            (e) First-Priority Security Interest. Pledgee will at all times have

a valid, perfected first-priority security interest in the Collateral.

            (f) Transfers. Pledgor will neither make nor permit any transfer of

the Collateral without the prior written consent of Pledgee.

            (g) Reimbursement of Expenses. Pledgor will reimburse Pledgee for

any expenses reasonably incurred