SETTLEMENT AGREEMENT
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(INVESTMENT AGREEMENT)
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SETTLEMENT AGREEMENT between Genius Products, Inc., a Nevada
corporation ("GPI") and American Public Media Group (formerly known as Minnesota
Communications Group), a Minnesota non-profit organization ("APMG") dated as of
December 21, 2000.
WHEREAS, the parties entered into an Investment Agreement dated as of
March 31, 1999 (the "INVESTMENT AGREEMENT"); and
WHEREAS, the parties desire to terminate the agreement and release each
other from all known and unknown actual and potential claims that exist or may
exist arising out of or in connection with the Investment Agreement; and
WHEREAS, APMG is willing to cancel certain options under the Investment
Agreement to acquire additional shares in GPI;
NOW THEREFORE, in consideration of the mututal covenants provided
herein, and for other good and valuable consideration the sufficiency of which
is hereby acknowledged, the parties hereby agree as follows:
1. DEFINED TERMS: Capitalized terms shall have the meaining set
forth in the Investment Agreement unless otherwise defined.
2. CANCELLATION OF OPTION: In consideration of the issuance by
GPI to APMG of 25,000 restricted shares of GPI common stock,
APMG hereby agrees to cancel, relinquish and forfeit with
prejudice all rights to acquire any shares in GPI pursuant to
the Investment Agreement, including without limitation, the
option to acquire 400,000 Subject Shares under Section 2.4 of
the Investment Agreement and 500,000 Subject Shares under
Section 2.6 of the Investment Agreement.
3. RELEASE AND DISCHARGE: The parties for themselves and on
behalf of their respective subsidiaries and affiliates, and
each of their respective successors, assigns, agents,
representatives, shareholders, directors, officers, and
employees, and any other person or entity who may claim
through them, hereby release and forever discharge each other
and their respective subsidiaries and affiliates, and each of
their respective successors, assigns, agents, representatives,
shareholders, directors, officers, and employees, from any and
all actions, claims, demands and suits of whatever nature
arising out of or connected directly or indirectly with the
rights, duties and obligations of the parties under the
Investment Agreement.
The release and discharge set forth in this Section 3 extends
to and includes all damages, injuries, losses, claims and
rights now existing as well as any that may develop in the
future, whether known or unknown, as related to the
obligations and duties of the parties under the Investment
Agreement. Each party expressly waives and relinquishes any
and all rights and benefits conferred upon it by the
provisions of Section 1542 of the California Civil Code, which
provides as follows:
"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."
The parties acknowledge that the waiver of Section 1542 of the
California Civil Code was separately bargained for, and they
agree that the this Agreement shall be given full force and
effect in accordance with the terms and provisions related to
unknown and unsuspected claims and damages as well as those
provisions related to known claims, demands, and causes of
action.
4. NO ADMISSION OF LIABILITY. The parties agree and acknowledge
that the terms and conditions of this Agreement constitute an
accord and satisfaction of contested matters and neither the
offer nor the acceptance of the terms and conditions hereto
represent an admission of liability, responsibility or
wrongdoing on the part of either party, and each party hereby
expressly disclaims any such liability, responsibility or
wrongdoing.
5. GOVERNING LAW: This Agreement shall be construed in accordance
with and governed by the internal laws of the State of
California.
6. ENTIRE AGREEMENT. This Agreement embodies the entire agreement
and understanding among the parties with respect to the
subject matter hereof, and supercedes all prior agreements,
understandings and representations between the parties related
to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Settlement Agreement
by their duly authorized officers as of the dated first above written.
GENIUS PRODUCTS, INC.
/S/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
President
AMERICAN PUBLIC MEDIA GROUP
/S/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Executive Vice President
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