CONSULTING AGREEMENT
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CONSULTING AGREEMENT between Genius Products, Inc. (the "COMPANY") and
Xxxxxx Xxxxx ("CONSULTANT"), dated as of March 1, 2000.
WHEREAS, the Company and Consultant entered into a severance letter
agreement dated October 26, 1999 (the "SEVERANCE LETTER"), under which the
Company agreed, among other things, to pay Consultant a cash bonus upon his
resignation;
WHEREAS, the parties wish to rescind such Severance Letter and the
arrangements thereunder and, in its stead, enter into the engagement hereunder,
so that Consultant may render the Services (defined below) as consideration for
the payments originally intended under the Severance Letter; and
WHEREAS, the Company wishes to retain the services of Consultant and
Consultant wishes to provide consulting services to the Company, including fund
raising and investor relations (the "SERVICES").
NOW THEREFORE, in consideration of the mutual covenants set forth
herein and for other good and valuable consideration the adequacy and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
SECTION 1. SERVICES TO BE PROVIDED BY CONSULTANT. Consultant shall
provide consulting services to the Company, including fund raising and investor
relations, but Consultant shall in no event render any services or take any
actions that may only be rendered or effected by a broker-dealer under federal
and state securities laws.
SECTION 2. PAYMENT BY THE COMPANY. In consideration of Consultant
rendering the Services, Company shall pay Consultant monthly payments of $14,500
from March 1, 2000 through September 30, 2000, payable bi-monthly. Consultant's
options to acquire 750,000 shares of the Company's common stock shall be
retained as set forth in the Severance Letter. Consultant hereby irrevocably
waives all rights to the cash bonus and medical plan benefits set forth in the
Severance Letter.
SECTION 3. OBLIGATIONS OF CONSULTANT. Consultant shall (i) not engage
in any act that the Company determines in its sole discretion may be deemed to
be in competition with the Company; (ii) treat as confidential all company
information disclosed to him by the Company, and Consultant shall return all
such information to the Company at the end of this Agreement in whatever form
such information may exist; (iii) perform all work for the Company to the
highest professional standards. Consultant shall be responsible for the payment
of all his federal, state, local income, social security and FICA taxes and
hereby agrees to indemnify the Company for any such taxes paid by it on his
behalf. Consultant acknowledges that the relationship with the Company is one of
an independent contractor and not one of employment. Consultant is not an agent
of the Company, and has no right, power or authority to enter into any agreement
for or on behalf of, or make any obligation or liability of, or otherwise bind
the Company.
SECTION 4. TERM AND TERMINATION. This Agreement shall expire on
September 30, 2000.
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SECTION 5. MISCELLANEOUS. This Agreement may be executed in
counterparts all of which together shall constitute one and the same instrument.
The parties may execute the Agreement by facsimile. This Agreement supercedes
all previous oral and written agreements and negotiations relating to the
subject matter hereof including, without limitation, the Severance Letter, which
is hereby deemed null and void. This Agreement may not be modified except by an
instrument in writing executed by the parties. This Agreement shall inure to the
successors and assigns of each party except that no party may assign any of its
obligations hereunder without the written consent of the other party. In any
proceedings brought hereunder the losing party shall pay all of the attorneys'
fees and expenses of the other party incurred in such proceedings.
SECTION 6. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of California without regard
to conflict of laws principles. The parties hereby submit to the state and
federal courts in San Diego County, California, and waive all defenses to venue
or that the forum is inconvenient. THE PARTIES WAIVE THEIR RIGHTS TO A TRIAL BY
JURY IN CONNECTION WITH ANY PROCEEDINGS ARISING OUT OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties have executed this Consulting Agreement
on the date first written above.
GENIUS PRODUCTS, INC.
/S/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx
President
/S/ Xxxxx Xxxxx
Xxxxxx Xxxxx
