EXHIBIT 10 (e)
Dated as of September 1, 1998
Prism Ventures LLC
000 Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Dear Sirs:
This letter agreement sets forth the terms of your engagement as a
consultant to Digital LAVA, Inc. (the "Company") during 1998. This letter
agreement supercedes and replaces the letter agreement between you and the
Company, dated October 30, 1997.
1. Duties and Term. In connection with your engagement, you have consulted, and
will continue to consult, with the Company concerning financial matters as the
President or Chief Executive Officer has requested, and may request, from time
to time. Your engagement commenced on January 1, 1998 and will end on December
31, 1998.
2. Compensation. In consideration of your services, you will receive payment of
$300,000. The compensation due to you will be paid on the earlier of (i) the
successful completion of an initial public offering of the Company's securities
or (ii) December 31, 1998.
3. Other Benefits. You will not be entitled to any other compensation or
benefits for your services, regardless of the compensation or benefits offered
by the Company to its employees or other consultants. The Company will reimburse
you for actual out-of-pocket expenses incurred by you in the performance of your
services provided that such expenditures have been approved in advance by an
officer of the Company in writing.
4. Confidentiality. As a consultant to the Company, you may have access to
information about the Company and third parties which is confidential in nature.
You agree that you will not disclose any such information to any other person or
entity, nor shall you use such information for any purpose other than the
performance of your duties with the Company.
5. Miscellaneous. The agreements set forth in this letter are personal, and your
rights set forth above may not be transferred or assigned by you. This letter
agreement represents the entire agreement between you and the Company concerning
your consulting and supersedes all prior negotiations and agreements, whether
written or oral, relating to your engagement.
This letter agreement may not be amended or waived unless pursuant to a
writing signed by you and an officer of the Company. No waiver of any term of
this letter agreement or of any breach of any condition or provision to be
performed under this letter
agreement shall be deemed a waiver of a similar or dissimilar condition or
provision at the same time, any prior time or any subsequent time.
You will bear full and complete liability for the payment of all applicable
income, payroll, withholding and other taxes and deductions required to be paid
on account of amounts received by you pursuant to this Agreement by any law,
rule or regulation of any federal, state or local authority.
The laws of the State of California shall govern the interpretation,
validity and performance of the terms of this letter agreement, without
reference to conflicts of law rules.
You agree that you are an independent contractor to, and not an employee or
agent of, the Company, and that you do not have any authority or right to enter
into any agreements or binding obligations on behalf of the Company.
******
To acknowledge your agreement to the terms of your engagement set forth
above, please sign a copy of this letter where indicated and return it to me at
your earliest convenience.
Digital LAVA, Inc.
By: /s/ Xxxxx Xxxxx
---------------------------
An Authorized Officer
Accepted and Agreed the
date first written above
PRISM VENTURES LLC
By: /s/ Xxxxxx Xxxxxx
-------------------------
Member
