EXHIBIT 10.65
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into as
of this 31st day of December, 2001 by and between Intervisual Books, Inc., a
California corporation (the "Company"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ("Consultant").
1. Scope of Agreement. The Company hereby retains Consultant and
Consultant hereby agrees to hereby agrees to provide consulting services to the
Company.
2. Term of Engagement. The engagement of Consultant by the Company as
provided in this Agreement shall commence on January 1, 2002 (the "Start Date"),
and end on December 31, 2003, unless sooner terminated as provided for herein
(the "Term").
3. Independent Contractor. The parties hereto agree that Consultant is
an independent contractor and not the agent, employee or servant of the Company.
Consultant shall not be entitled to any employment benefits from the Company.
4. Fees and Expenses.
(a) In consideration of Consultant's services hereunder, the Company
shall pay to Consultant or Consultant's designee a consulting fee of $50,000 per
year from the Start Date through the end of the Term. Such consulting fee shall
be paid in monthly installments at the end of each month (or such shorter
intervals as the Company may elect).
(b) During the Term, in addition to the consulting fee set forth in
section 4(a) hereof, Consultant shall receive as additional compensation (i) an
amount equal to any bonuses paid to ▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") pursuant the
Employment Agreement between the Company and ▇▇▇▇▇▇▇ (the "▇▇▇▇▇▇▇ Agreement");
(ii) an amount in cash equal to the expense incurred by the Company to provide
medical and dental benefits to ▇▇▇▇▇▇▇ and his family pursuant to the ▇▇▇▇▇▇▇
Agreement; and (iii) an amount in cash equal to the expense incurred by the
Company to provide the automobile allowance pursuant to the ▇▇▇▇▇▇▇ Agreement.
(c) During the Term, Consultant shall be entitled to receive
reimbursement for all reasonable out-of-pocket travel and other expenses
(excluding ordinary commuting expenses) incurred by Consultant in performing
Consultant's services hereunder.
5. Stock Options. Consultant shall also be granted non-statutory stock
options in accordance with the Stock Option Agreement attached hereto as Exhibit
"A."
6. Assignment; Successors-in-Interest. This Agreement is personal to the
Consultant and is not assignable by the Consultant otherwise than by will or the
laws of
descent and distribution without the prior written consent of the Company's
Board of Directors. This Agreement shall inure to the benefit of and be binding
upon the Company and its successors and assigns.
7. Entire Agreement. This Agreement contains the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes any and
all other agreements, either oral or in writing, between the parties hereto with
respect to the engagement of Consultant by the Company. Each party to this
Agreement acknowledges that no representations, inducements, promises or
agreements, written, oral or otherwise, have been made by any party, or anyone
acting on behalf of any party, which are not embodied herein, and that no other
agreement, statement or promise not contained in this Agreement shall be valid
or binding.
8. Amendment; Waiver; Governing Law. No provisions of this Agreement may
be modified, waived or discharged unless such waiver, modification or discharge
is agreed to in a writing signed by Consultant and by such officer of the
Company as may be specifically designated by the Board. No waiver by either
party hereto at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of California.
9. Validity. If any provision of this Agreement is rendered invalid or
unenforceable by the enactment of any applicable statute or ordinance or by any
regulations duly promulgated or is made or declared unenforceable by any court
of competent jurisdiction, the remainder of this Agreement shall remain in full
force and effect.
10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together will constitute one and the same instrument.
11. Condition to Effectiveness. The effectiveness of this Agreement is
specifically conditioned upon the release from escrow to the Company of
$1,600,000 at the Second Closing (as defined in Series A Preferred Stock
Purchase Agreement between Intervisual Partners, LLC and the Company (the
"Purchase Agreement")) as provided for in the Purchase Agreement. The parties
acknowledge that unless such sum is released from escrow to the Company at the
Second Closing, this Agreement shall be null and void and of no further effect.
[signature page follows]
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SIGNATURE PAGE TO CONSULTING AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
INTERVISUAL BOOKS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chairman of the Board
CONSULTANT
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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