Exhibit 4.8
CONSULTING AGREEMENT
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CONSULTING AGREEMENT between Genius Products, Inc. (the "COMPANY") and
Xxxxxx Xxxxx ("CONSULTANT"), dated as of May 16, 2001
WHEREAS, the Company wishes to retain the services of Consultant and
Consultant wishes to provide consulting services to the company, (the
"SERVICES") for a period of 3 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 spend a minimum of 2 days each week in the corporate
offices. The Consultant will also be available for Services the other remaining
3 days of the week.
SECTION 2. PAYMENT BY THE COMPANY. The Company shall pay the Consultant
on the last day of each four-week period in company shares for Services. The
Company shall pay the Consultant shares equal in value to $8,000 per month
divided by the volume weighted average closing price for the previous 20 days.
The company shall issue or cause to be issued free-trading shares to Consultant.
The Company shall reimburse or pay directly any reasonable expenses
related to the performance of the Consultants duties. These expenses will be
paid upon receipt of documentation. Such expenses will include travel,
telephone, and other pre-approved items.
SECTION 3. OBLIGATIONS OF CONSULTANT. Consultant shall (I) not engage
in any act that the Company determines in its sole discretion may be
deemed to be in competition with the Company; (ii) 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;
(iii) 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 August 16, 2001.
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 wave all defense to venue or that the forum is inconvenient. THE
PARTIES WAVE 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
counter parts all of which together shall constitute one and the same
instrument. The parties may execute the Agreement by Facsimile. This
Agreement supercedes 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 in 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 loosing party shall pay all the
attorneys' fees and expenses of the other party occurred in such
proceedings.
IN WITNESS HEREOF, the parties have executed this Consulting
Agreement on the date first written above.
GENIUS PRODUCTS, INC.
/s/ Xxxxxxx Xxxxxx
/s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
