EXHIBIT 4.8
CONSULTING AGREEMENT
CONSULTING AGREEMENT between Genius Products, Inc. (the "Company"), and
LP Group, Inc. ("Consultant"), dated as of July 1, 2002 (the "Agreement").
WHEREAS, the Company wishes to retain the services of Consultant and
Consultant wishes to provide consulting services to the Company (the "Services")
for an initial period of six months;
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. As of the date
hereof, Consultant shall aid Company with public relations.
SECTION 2. PAYMENT BY THE COMPANY. In lieu of a monthly retainer of
$3,000, the Company will issue common stock of the Company to
Consultant, in the name of Xxxxxx XxXxxxxx, at the end of each
one-month period following the date of this agreement (the
"Shares"). The number of Shares will be based upon the average
closing price of the Company's common stock for the previous
four weeks. The Shares will be registered by the Company on an
S-8 Registration Statement.
SECTION 3. OBLIGATIONS OF CONSULTANT. Consultant shall (1) not engage in
any act that the Company determines in its sole discretion may
be deemed to be in competition with the Company, (2) 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 such may exist, and (3) 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.
Consultant acknowledges that the relationship with the Company
is one of an independent contractor and not one of employment.
SECTION 4. TERM AND TERMINATION. Either party may terminate the
Agreement on 30 days' prior written notice, and if not so
terminated the Agreement will expire on December 31, 2002,
although the contract may be extended by the mutual agreement
of the parties hereto.
SECTION 5. 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 RIGHT TO A TRIAL BY JURY IN CONNECTION
WITH ANY PROCEEDINGS ARISING OUT OF THIS AGREEMENT.
SECTION 6. 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 supersedes all previous oral and
written agreements and negotiations relating to the subject
matter hereof. 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
the attorneys' fees and expenses of the other party incurred
in such proceedings.
IN WITNESS HEREOF, the parties have executed this Agreement on the date
first written above.
GENIUS PRODUCTS, INC.
By: /S/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx, Chief Executive Officer
LP GROUP, INC.
By: /S/ XXXXXX XXXXXXXX
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Xxxxxx XxXxxxxx, Authorized Officer
