EXHIBIT 10.59
Styles On Video, Inc.
000 Xxxxxx Xxxxxx Xxxxxxxxx
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
May 24, 1995
Interactive Video Systems, Inc.
000-0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. Xxxxxx X0X0X0
Gentlemen:
Reference is made to that certain Agreement dated as of October 4, 1994
(the "Agreement") between Styles on Video, Inc. ("SOV") and Interactive Video
Systems, Inc. ("IVS"). It is the intention of the parties to the Agreement that,
upon the terms and subject to the conditions set forth herein, effective as of
May 24, 1995, the Agreement will be terminated and of no further force and
effect; provided, that the covenant of SOV set forth in Section 15 of the
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Agreement shall remain in full force and effect. All capitalized terms not
defined herein shall have the meanings ascribed thereto in the Agreement.
1. SOV shall pay to the IVS the sum of $25,000 in five equal monthly
installments on the 15th day of each calendar month; provided however that the
first installment shall be due on May 18, 1995. In the event that SOV fails to
make any payment as and when it is due, the entire unpaid balance will be
immediately due and payable, and will bear interest at the rate of 12% per annum
until paid.
2. IVS shall keep for its own account the 10,000 shares of SOV stock
delivered to IVS pursuant to the Agreement.
3. From and after the date hereof, SOV shall no longer own or have any
rights in or to the distribution of the Starmaker product in the U.S., nor any
rights in or to the IVS technology, software or trademarks.
4. If SOV at any time proposes to register on a firmly underwritten public
offering basis any of its Common Stock to be offered for cash for its own
account it shall give written notice to IVS of its intention to do so at least
15 days prior to the filing of a registration statement with respect to such
registration. If IVS desires to dispose of all or part of its stock, it may
request registration thereof in connection with the SOV's registration by
delivering to SOV, within ten days after receipt of notice of the proposed
registration, written notice of
Interactive Video Systems, Inc.
May 24, 1995
Page 2
such request stating the number of shares of SOV Common Stock to be disposed.
SOV shall use its best efforts to cause all shares specified in IVS' notice to
be registered under the Securities Act so as to permit the sale or other
disposition by IVS of the shares so registered. SOV will pay all of the expenses
of any such offering. IVS will provide SOV with such information as SOV may
require regarding IVS to include in the registration statement and prospectus.
SOV will indemnify and hold harmless IVS and its officers, directors and
affiliates for any liabilities it may incur as a result of or in connection with
such registration.
5. The Agreement, and all of the rights, obligations and liabilities of
the parties thereto under the Agreement other than SOV's obligations under
Section 15 of the Agreement, which shall continue for the period therein
specified, shall be and hereby are terminated effective as of May 15, 1995.
Neither SOV nor IVS shall have any rights, obligations or liabilities of any
kind or nature, whether known or unknown, suspected or unsuspected, under the
Agreement from and after May 15, 1995.
6. Subject to the payment in full of the amounts specified in Paragraph 1
hereof, IVS, by its execution and delivery of this Agreement on behalf of itself
and its officers, directors, executors, administrators, representatives,
successors and assigns and all others claiming any interest in any of the
matters covered or contemplated hereby through or by reason of their
relationship to IVS, hereby fully and unconditionally releases and discharges
SOV and its partners, affiliates, subsidiaries, officers, directors, agents,
employees, attorneys, advisors, representatives, successors and assigns
(collectively the "SOV Releasees") from, and relinquishes and waives any and all
rights, claims and actions of any nature whatsoever that IVS and/or its
successors now have or may, after the execution of this letter agreement, have
or claim to have against the SOV Releasees directly or indirectly arising out of
or in connection with the Agreement or the transactions contemplated thereby.
IVS acknowledges and agrees that this release applies to all claims for
injuries, damages or losses that IVS may have against the SOV Releasees relating
to the Agreement, and IVS hereby acknowledges that it is aware of and is waiving
the benefits of the following provision of California Civil Code Section 1542:
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor."
Interactive Video Systems, Inc.
May 24, 1995
Page 3
IVS waives application of and any and all rights it has or may have under
California Civil Code Section 1542 and/or any successor section to it. In
connection with this waiver, IVS acknowledges that it is aware that it may
hereafter discover claims presently unknown or unsuspected or facts in addition
to or different from those which it now knows or believes to be true with
respect to the matters covered hereby. Nevertheless, IVS intends by this
Agreement to release fully, finally and forever all matters covered and
contemplated hereby. In furtherance of such intention, the releases set forth in
this letter agreement shall be and remain in effect as fully and complete
releases of all matters notwithstanding the discovery or existence of any
additional or different claims or facts relevant hereto.
7. Subject to the payment in full of the amounts specified in Paragraph
1 hereof, Xxx Xxxxx ("Xxxxx"), in his individual capacity, by his execution and
delivery of this Agreement, hereby fully and unconditionally releases and
discharges SOV and its partners, affiliates, subsidiaries, officers, directors,
agents, employees, attorneys, advisors, representatives, successors and assigns
(collectively the "SOV Releasees") from, and relinquishes and waives any and all
rights, claims and actions of any nature whatsoever that he and/or his
successors now have or may, after the execution of this letter agreement, have
or claim to have against the SOV Releasees directly or indirectly arising out of
or in connection with the Agreement or the transactions contemplated thereby.
Grant acknowledges and agrees that this release applies to all claims for
injuries, damages or losses that Grant may have against the SOV Releasees
relating to the Agreement, and Grant hereby acknowledges that he is aware of and
is waiving the benefits of the following provision of California Civil Code
Section 1542:
"A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of
executing the release, which if known by him must have materially
affected his settlement with the debtor."
Grant waives application of and any and all rights he has or may have under
California Civil Code Section 1542 and/or any successor section to it. In
connection with this waiver, Grant acknowledges that he is aware that he may
hereafter discover claims presently unknown or unsuspected or facts in addition
to or different from those which he now knows or believes to be true with
respect to the matters covered hereby. Nevertheless, Grant intends by this
Agreement to release fully, finally and forever all matters covered and
contemplated hereby. In furtherance of such intention,
Interactive Video Systems, Inc.
May 24, 1995
Page 4
the releases set forth in this letter agreement shall be and remain in effect as
fully and complete releases of all matters notwithstanding the discovery or
existence of any additional or different claims or facts relevant hereto.
8. SOV, by its execution and delivery of this Agreement, on behalf of
itself and its officers, directors, executors, administrators, representatives,
successors and assigns and all others claiming any interest in any of the
matters covered or contemplated hereby through or by reason of their
relationship to SOV, hereby fully and unconditionally releases and discharges
IVS and its partners, affiliates, subsidiaries, officers, directors, agents,
employees, attorneys, advisors, representatives, successors and assigns
(collectively the "IVS Releasees") from, and relinquishes and waives any and all
rights, claims and actions of any nature whatsoever that SOV and/or its
successors now have or may, after the execution of this letter agreement, have
or claim to have against the IVS Releasees directly or indirectly arising out of
or in connection with the Agreement or the transactions contemplated thereby.
SOV acknowledges and agrees that this release applies to all claims for
injuries, damages or losses that SOV may have against the IVS Releasees, and SOV
hereby acknowledges that it is aware of and is waiving the benefits of the
following provision of California Civil Code Section 1542:
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor."
SOV waives application of and any and all rights it has or may have under
California Civil Code Section 1542 and/or any successor section to it. In
connection with this waiver, SOV acknowledges that it is aware that it may
hereafter discover claims presently unknown or unsuspected or facts in addition
to or different from those which it now knows or believes to be true with
respect to the matters covered hereby. Nevertheless, SOV intends by this
Agreement to release fully, finally and forever all matters covered and
contemplated hereby. In furtherance of such intention, the
Interactive Video Systems, Inc.
May 24, 1995
Page 5
releases set forth in this letter agreement shall be and remain in effect as
fully and complete releases of all matters notwithstanding the discovery or
existence of any additional or different claims or facts relevant hereto.
9. No amendment of any term or provision of this letter agreement shall
be effective unless made in writing. The parties intend that this letter
agreement will be governed by the laws of the State of California. In the
event that any action, suit, arbitration or other proceeding is instituted
concerning or arising out of this letter agreement, the prevailing party shall
recover all such party's costs, including reasonable attorneys' fees, incurred
in each and every action, suit, arbitration or proceeding, including any and all
petitions or appeals therefrom.
If the foregoing correctly reflects our understanding, please sign the
attached copy of this letter in the space indicated and return it to the
undersigned.
STYLES ON VIDEO, INC.
/s/ Xxxxx X. X'Xxxxx
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By: Xxxxx X'Xxxxx, Chief Operating
Officer
AGREED TO AND ACCEPTED BY:
INTERACTIVE VIDEO SYSTEMS, INC.
/s/ Xxx Xxxxx
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By: Xxx Xxxxx, President
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Xxx Xxxxx
