CONSULTING AGREEMENT
CONSULTING AGREEMENT between Genius Products, Inc. (the "COMPANY") and
Johnny Drummond ("CONSULTANT"), dated as of May 25, 2000.
WHEREAS, the Company wishes to retain the services of Consultant and
Consultant wishes to provide consulting services to the Company, in particular
investor relations advisory services; and
WHEREAS, the Company wishes to compensate Consultant for such services
by granting Consultant options to acquire free-trading shares of the Company's
common stock;
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. Consultant shall
provide investor relations advisory services (the "SERVICES") to the Company.
SECTION 2. PAYMENT BY THE COMPANY. In consideration of the Services
being rendered, the Company shall grant Consultant options (the "OPTIONS") to
acquire shares of the Company's common stock that shall have been registered
with the Securities and Exchange Commission pursuant to a Form S-8 (the
"SHARES") in the following amounts on the following dates so long as this
Agreement is in effect:
<TABLE>
<CAPTION>
DATE OF GRANT NO. OF SHARES EXERCISE PRICE VESTING DATE TERM
------------- ------------- -------------- ------------ ----
<S> <C> <C> <C> <C>
May 25, 2000 150,000 $0.54 June 1, 2000 3 years
July 1, 2000 150,000 $0.54 July 1, 2000 3 years
August 1, 2000 150,000 $0.54 August 1, 2000 3 years
September 1, 2000 150,000 $0.54 September 1, 2000 3 years
October 1, 2000 100,000 $0.54 October 1, 2000 3 years
November 1, 2000 100,000 $0.54 November 1, 2000 3 years
December 1, 2000 100,000 $0.75 December 1, 2000 3 years
January 1, 2001 100,000 $0.75 January 1, 2001 3 years
February 1, 2001 100,000 $0.75 February 1, 2001 3 years
March 1, 2001 100,000 $0.75 March 1, 2001 3 years
April 1, 2001 100,000 $0.75 April 1, 2001 3 years
May 1, 2001 100,000 $0.75 May 1, 2001 3 years
June 1, 2001 100,000 $1.00 June 1, 2001 3 years
July 1, 2001 100,000 $1.00 July 1, 2001 3 years
August 1, 2001 100,000 $1.00 August 1, 2001 3 years
September 1, 2001 100,000 $1.00 September 1, 2001 3 years
October 1, 2001 100,000 $1.00 October 1, 2001 3 years
November 1, 2001 100,000 $1.00 November 1, 2001 3 years
</TABLE>
The terms of the Options shall be governed by an Option Agreement to be
executed and delivered by the parties concurrently with this Agreement. Upon
termination of this Agreement all unexercised Options shall automatically
expire.
SECTION 3. RESERVATION OF ISSUANCE. Consultant agrees that the Company
reserves the right not to issue shares to him if the Company reasonably believes
that the issuance thereof would be in violation of any federal or state
securities laws. In such event, the Company shall have the right to pay
Consultant equivalent value in such other form of consideration as the parties
may mutually agree.
SECTION 4. 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 in his possession to the Company at the end of this Agreement
in whatever form such information may exist; (iii) perform all work for the
Company to the highest professional standards, and (iv) not take any action in
violation of any federal or state securities law. 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 5. TERM AND TERMINATION. Either party may terminate the
Agreement on one (1) business day's prior written notice, and if not so
terminated, the Agreement shall expire on November 31, 2001.
SECTION 6. 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 RIGHTS TO A TRIAL BY
JURY IN CONNECTION WITH ANY PROCEEDINGS ARISING OUT OF THIS AGREEMENT.
SECTION 7. MISCELLANEOUS. The parties may execute the Agreement by
facsimile. This Agreement (1) may be executed in counterparts all of which
together shall constitute one and the same instrument; (2) supercedes all
previous oral and written agreements and negotiations relating to the subject
matter hereof; (3) may not be modified except by an instrument in writing
executed by the parties; and (4) 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 of the attorneys' fees and expenses of
the other party incurred in such proceedings.
IN WITNESS WHEREOF, the parties have executed this Consulting Agreement
on the date first written above.
GENIUS PRODUCTS, INC.
/S/ Klaus Moeller
--------------------------
Klaus Moeller
CEO
/S/ Johnny Drummond
--------------------------
Johnny Drummond
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