EXHIBIT 10.11
AMENDMENT TO SETTLEMENT AGREEMENT
International Microcomputer Software, Inc. and XxxXxxxx.xxx, Inc. (hereinafter
collectively "IMSI") and Imageline, Inc., Xxxxxx X. Xxxxxxx, III, and any
assignees (hereinafter collectively "Imageline") hereby agree to amend the
Settlement Agreement between the parties dated July 27, 2001 ("Amendment") as
follows:
1. All references to "closing" in the Settlement Agreement shall
mean the earlier of a) the date upon which the merger of IMSI and
DCDC becomes legally final and binding, or b) November 30, 2001.
2. Paragraph 4 is hereby deleted in its entirety and replaced by the
following: "IMSI hereby agrees to dismiss its appeal of the
arbitration award in favor of Imageline currently pending before
the 9th Circuit Court of Appeals."
3. Additional language is added as Paragragh 7 as follows: "IMSI
hereby warrants that it has rights to license the 50,000 clip art
images licensed to Imageline under this Settlement Agreement, and
agrees to indemnify Imageline from any claims by third parties as
to copyright ownership, infringement, or other claims of misuse
of the images by Imageline, including the reimbursement of any
actual costs of product recalls, re-manufacturing, or
re-packaging, and related legal fees and expenses, incurred by
Imageline as a result of any such claim by third parties, except
to the extent such claims of misuse are attributeable solely to
the actions of Imageline."
4. Additional language is added as Paragraph 8 as follows: "IMSI
hereby warrants that no changes have been made to the inventory
on hand that includes Imageline clip art illustrations,
including, but not limited to all MasterClips product inventory,
since the original ROI sales proposal was made, and that no
changes will be made prior to the closing of this Agreement as
called for in this Amendment."
5. Additional language is added as Paragraph 9 as follows: "All
MasterClips royalty accruals, as called for in the original
Settlement Agreement executed July 27, 2001 will continue to
accrue from August 31, 2001 in accordance with the terms and
conditions called for in the original July 27, 2001 Settlement
Agreement."
6. All other terms and conditions of the Settlement Agreement shall
remain as originally written and are hereby reaffirmed.
Dated: September 24, 2001 Dated: September 21, 2001
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By: /s/ XXXXXX XXXXXX By: /s/ XXXXXX X. XXXXXXX III
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IMSI Imageline
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