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Management Agreement - LLC and Heidi Lester

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                            ONLINEFILMSALES.COM, LLC

                              MANAGEMENT AGREEMENT

          THIS MANAGEMENT AGREEMENT ("Agreement"), is made effective as of
December 1, 1999, by and between, LLC., a Delaware
corporation (the "Company"), and Heidi Lester ("Executive").

          The parties hereby agree as follows:


          (a) The Company hereby employs Executive, and Executive hereby accepts
employment with the Company, upon the terms and conditions contained in this
Agreement. The term of Executive's employment hereunder (the "Employment
Period") shall commence on December 1, 1999 (the "Effective Date") and shall
continue for a period of three (3) years from and after the Effective Date,
unless sooner terminated as hereinafter provided.

          (b) The Employment Period may be extended for two (2) successive one
year periods by mutual written agreement of the parties hereto. If either party
intends not to renew this Agreement upon the expiration of the Employment Period
then in effect, such party shall give the other party notice of such intention
not less than ninety (90) days prior to the expiration of such Employment

     2. DUTIES.

          (a) During the Employment Period, Executive shall serve as the Chief
Executive Officer of the Company (or in such other capacity as is mutually
agreed upon from time to time), with the duties and, subject to the terms of
this Agreement, powers, customarily associated with such position, at its
principle place of business in the greater Los Angeles area. Executive shall
report directly to the Board of Directors of the Company (the "Board").
Executive shall faithfully perform for the Company the duties of Executive's
office and such other duties as may be designated from time to time by the Board
of Directors of the Company consistent with Executive's position as the Chief
Executive Officer (or in such other capacity as is mutually agreed upon from
time to time). Subject to Section 2(b) below, Executive shall devote
substantially all of Executive's business time and effort to the performance of
Executive's duties to the Company hereunder.

          (b) Notwithstanding anything to the contrary contained in Section 2(a)
above, Executive shall be permitted to engage in the management of Executive's
personal investments and affairs, provided that such activities do not,
individually or in the aggregate, materially interfere or conflict with
Executive's duties and responsibilities to the Company, as determined by the



          (a) The Company shall pay to Executive an initial salary at an annual
rate of $252,000. The salary payable pursuant to this Section 3 (the "Base
Salary") shall be payable in accordance with the Company's payroll practices, as
in effect from time to time. The Base Salary shall be subject to a review at the
conclusion of each year of the term of this Agreement and, as a result thereof,
may be increased (but not decreased) at the sole discretion of the Board.

          (b) BONUS. In addition to Executive's Base Salary, the Company may
grant to Executive a bonus or bonuses as further compensation and in special
recognition of Executive's services to the Company. Any such bonus or bonuses
may be granted at the sole discretion of the Board and at such times and in such
manner as the Board may deem appropriate. The Company shall no less frequently
than annually consider the propriety of a discretionary bonus.

     4. STOCK OPTION GRANT. Promptly following the execution of this Agreement
and subject to the approval of the Board of Directors and the stockholders of, Inc.,, Inc. will grant Executive
pursuant to the, Inc.'s 1999 Stock Incentive Plan (U.S.) or
1999 Stock Incentive Plan (Non-U.S.) (the "Plans"), as applicable, a stock
option (the "Option") to purchase 175,000 shares of, Inc.'s
Common Stock, subject to the terms and conditions stated in the stock option
agreement relating thereto at an exercise price of $5.00 per share.


          (a) During the Employment Period, the Company agrees promptly to
reimburse Executive, in accordance with the Company's policies, for all
reasonable expenses paid or incurred by Executive in connection with the
performance of Executive's duties for the Company hereunder upon presentation of
evidence in form of receipts satisfactory to the Company substantiating claimed

          (b) During the Employment Period, Executive shall be entitled to the
number of paid vacation days in each calendar year determined by the Company
from time to time for its senior executive officers, but not less than 20 days
in any calendar year (prorated in any calendar year during which the Executive
is employed under this Agreement for less than the entire year such in
accordance with the number of days in such calendar year during which he is also
employed). Subject to the preceding sentence, as a senior executive of the
Company the Executive shall be entitled to customary flexibility in using such
vacation time without strict regard to the actual accrual of vacation. Executive
shall also be entitled to all paid holidays given to the Company's senior
executive officers.

          (c) During the Employment Period, Executive shall be entitled to
participate in and enjoy the benefits of any health, life, disability,
retirement, pension, profit-sharing, group insurance, or other similar plan or
plans which may be instituted by the Company for the benefit of its senior
executive staff employees generally, upon such terms as may be therein provided.
Company will reimburse employee for expenses of


medical, dental and vision insurance covering both employee and dependents until
such date as Company provides such coverage through a company plan.

          (d) The Company shall pay to the Executive on a non-accountable basis,
a fixed sum of $600 per month as an automobile allowance. Such payment shall be
subject to any required deductions and withholdings.

          (e) The Company shall, as promptly as practicable and in any event no
later than thirty (30) days after the date hereof and continuing thereafter
during the term of this Agreement, procure and maintain at its expense term
insurance upon the life of the Executive in the face amount of $1,500,000
payable to such beneficiary or beneficiaries as the Executive shall designate
from time to time in writing to the Company and such insurance carrier, and in
the absence of such designation, to his estate.

          (f) The Company shall reimburse Executive for expenses incurred
relating to legal and tax advice provided to Executive by a tax attorney or
accountant for the purposes of concluding on contracts and documents by and
between the Company and Executive.

          (g) Executive will be paid a signing bonus of $50,000 upon the closing
of the next round of financing completed within 6 months of the date of this

          (h) Executive will be provided with, or reimbursed for, the following
business-related equipment and services: Laptop computer, fax machine, cell
phone/usage, fax/internet (DSL) line at home, PDA (Palm Pilot).

          (i) Executive will be reimbursed for parking expenses.

     6. TERMINATION. Executive's employment hereunder may be terminated prior to
the expiration of the Employment Period only as follows:

          (a) Automatically in the event of the death of Executive;

          (b) At the option of the Company, in the event of the Permanent
Disability (as defined below) of Executive, by written notice to Executive or
Executive's personal representative. As used herein, and subject to applicable
law, the term "Permanent Disability" shall mean a physical or mental incapacity
or disability which renders Executive unable substantially to render the
services required hereunder without a reasonable accommodation for a period of
one hundred twenty (120) days in any period of 365 days, as certified by either
Executive's attending physician or a licensed physician retained by the Company
for the purposes of making such determination. If there should be a dispute
between the parties as to the Executive's physical and mental disability for
purposes of this Agreement, the question shall be settled by the opinion of an
impartial reputable physician or psychiatrist agreed upon for this purpose by
the parties or their representatives, or if the parties cannot agree within
thirty (30) days of a request for a designation of such party, then by a
physician or psychiatrist designated by the Los Angeles County Medical
Association. The certification of such physician or psychiatrist as the question
in dispute shall be final and binding on the parties.


          (c) At the option of the Company, by written notice to Executive upon
the occurrence of any one or more of the following events:

                    (i) any action by Executive constituting malfeasance, fraud,
          embezzlement or dishonesty in the course of Executive's employment

                    (ii) any conviction of or guilty plea or plea of NOLO
          CONTENDERE by Executive involving a felony or crime involving moral

                    (iii) gross neglect or willful refusal by Executive to
          perform Executive's duties hereunder for a period of ten (10) days
          following notice thereof by the Company;

                    (iv) failure or refusal by Executive to comply with any
          valid and legal directive of the Board consistent with Executive's
          position hereunder; or

                    (v) a breach by Executive of any material obligation under
          this Agreement, if such breach is not curable or, if curable, is not
          cured within thirty (30) days after written notice thereof by the
          Company to Executive.

               (d) At the option of Executive, by written notice to the Company
at any time upon the occurrence of any of the following events unless, in the
case of subsections (i), (ii) or (iii), the event occurs with Executive's
express prior written consent:

                    (i) the Company's assignment to Executive of any duties,
          responsibilities or status with the Company that, when compared to
          Executive's duties, responsibilities and status with the Company
          immediately prior thereto, are degrading to Executive or inconsistent
          with Executive's qualifications and if (a) Executive thereafter
          notifies the Company in writing of the fact that the Employee believes
          such has occurred, describing with reasonable particularity the facts
          upon which such conclusion is based and (b) the Company fails, within
          thirty (30) days following its receipt of such notice, to reassign to
          Employee duties and responsibilities substantially consistent with
          those described in Section 2 hereof;

                    (ii) any failure by the Company to effect the assumption of
          this Agreement by any successor or assign of the Company;

                    (iii) Executive's relocation to any place other than the
          primary location at which Executive performs Executive's duties as of
          the Effective Date;

                    (iv) within one hundred twenty (120) days after the
          occurrence of a material breach of any material obligation under this
          Agreement by the Company if such breach is not curable or, if curable,
          is not cured within ninety (90) days after written notice thereof by
          Executive to the Company; or

                    (v) within thirty (30) days if the Company shall have failed
          to pay Executive the Base Salary in accordance with Section 3 and such
          failure shall not have been cured within thirty (30) days of such


               (e) The Company may terminate this Agreement at any time without
cause, subject to the Company's obligations under Section 7(c).

               (f) Any termination by the Company or the Executive pursuant to
     this Section shall be effected by written notice of termination given to
     the other, and such termination shall be effective upon the giving of such


               (a) In the event of the Company's termination of Executive's
employment hereunder prior to the expiration of the Employment Period for any
reason, the Company shall have no liability or obligation to Executive other
than as specifically set forth in this Section 7.

               (b) Upon the termination by the Company of Executive's employment
hereunder pursuant to Section 6(a), 6(b), or 6(c), or the termination by
Executive of Executive's employment hereunder for any reason other than as set
forth in Section 6(d), Executive shall not be entitled to severance
compensation; provided, however, Executive (or Executive's heirs or legal
representatives) shall be entitled to receive any and all other benefits to
which Executive shall be entitled pursuant to the terms of any employee benefit
plans or other agreements of the Company in which Executive is a participant or
to which Executive is a party.

               (c) Upon the termination of Executive's employment hereunder
either by the Company for any reason other than pursuant to Sections 6(a), 6(b)
or 6(c), including, without limitation, pursuant to Section 6(e), or by
Executive pursuant to Section 6(d), then the following shall apply as severance
compensation in lieu of any further salary payments to Executive and the
continuation of any Company paid benefits for periods subsequent to the date of
the termination of Executive's employment (the "Date of Termination"):

                    (i) Executive shall be entitled to receive a lump sum
          severance payment equal to one and one-half times Executive's Base
          Salary in effect on the Date of Termination;

                    (ii) Executive shall receive any accrued and unpaid vacation
          pay or other benefits to which Executive has become entitled prior to
          the Date of Termination;

                    (iii) Executive shall receive any accrued and unpaid Bonus
          to which Executive has become entitled to prior to the Date of
          Termination; and

                    (iv) all of Executive's stock options with respect to the
          Company's stock shall become immediately and fully exercisable and
          shall continue to be exercisable pursuant to their terms and the terms
          of applicable stock option plan.

               (d) If the severance compensation under this Section 7, either
alone or together with other payments to Executive from the Company, would
constitute an "excess


parachute payment" (as defined in Section 280G of the Internal Revenue Code of
1986, as amended (the "Code")), such severance compensation shall be reduced to
the largest amount that will result in no portion of the severance compensation
payments under this Section 7 being subject to the excise tax imposed by Section
4999 of the Code or being disallowed as deductions to the Company under Section
280G of the Code.

               (e) The severance compensation provided for in this Section 7
shall be paid in a lump sum eight (8) days after Executive signs and returns to
the Company (i) a Confidential Severance Agreement in the form of Exhibit "A"
hereto ("Severance Agreement"), and (ii) a letter in the form of Exhibit "B"
hereto confirming that Executive did not exercise a right of rescission as
provided for in the Severance Agreement. In consideration of the payments
provided for in this Agreement, Executive expressly waives any rights under any
formal or informal, written or unwritten, severance policy, severance program or
severance plan that would otherwise provide benefits or payments to Executive
because of Executive's termination of employment with the Company. Executive
understands that all payments made by the Company under this Agreement may be
subject to withholding and standard payroll deductions for federal and state

               (f) Upon the termination of Executive's employment hereunder for
any reason, Executive shall immediately surrender to the Company all notes,
data, sketches, drawings, manuals, documents, records, data bases, programs,
blueprints, memoranda, specifications, customer lists, financial reports,
equipment and all other physical forms of expression incorporating or containing
any Confidential Information (as defined in Section 8 hereof), it being
distinctly understood that all such writings, physical forms of expression and
other things are exclusive property of the Company.

               (g) If the Company terminates Without Cause the Executive's
employment under this Agreement, or if the Executive terminates such Employment
For Cause, then upon either such event the Company shall continue at its sole
expense to provide the Executive and his family with such medical, dental,
vision and life insurance coverage as the Company would be obligated to provide
hereunder if the Executive had remained employed pursuant to this Agreement, for
a period ending upon the termination of the Initial Term;


               (a) Executive recognizes and acknowledges that during the course
of Executive's employment with the Company, Executive shall have access to
Confidential Information. "Confidential Information" means all information or
material not publicly known about the Company or relating to any of its
respective products, services or any phase of its operations, business or
financial affairs which (i) gives the Company some competitive business
advantage or the opportunity of obtaining such advantage or the disclosure of
which could be detrimental to the interests of the Company; (ii) is owned by the
Company or in which the Company has an interest (including information
conceived, originated, discovered or developed in whole or in part by
Executive); and (iii) is either (A) marked "Confidential Information,"
"Proprietary Information" or other similar marking, (B) known by Executive to be
considered confidential and proprietary by the Company, or (C) from all the
relevant circumstances should reasonably be assumed by Executive to be


confidential and proprietary to the Company. Confidential Information includes,
but is not limited to, the following types of information and other information
of a similar nature (whether or not reduced to writing): trade secrets,
inventions, drawings, file data, documentation, diagrams, specifications,
know-how, processes, formulas, models, flow charts, software in various stages
of development, source codes, object codes, research and development procedures,
test results, marketing techniques and materials, marketing and development
plans, price lists, pricing policies, business plans, information relating to
customers and/or suppliers' identities, characteristics and agreements,
financial information and projections and employee files. Confidential
Information also includes any information described above which the Company
obtains from another party and which the Company treats and/or has an obligation
to treat as proprietary or designates as Confidential Information, whether or
not owned or developed by the Company. Confidential Information shall not
include any information which is or becomes (i) generally available to the
public other than as a result of disclosure in violation of this Agreement, or
(ii) generally known in the industry in which the Company is or may become
involved other than as a result of disclosure in violation of this Agreement.
(The term "Company," as used in this Section 8, means not only, Inc., but also any company, partnership or entity which,
directly or indirectly, controls, is controlled by or is under common control
with, Inc.)

               (b) Both during the Employment Period and at all times
thereafter, all Confidential Information which Executive may now possess, may
obtain during or after the Employment Period, or may create prior to the end of
the Employment Period will be held confidential by Executive, and Executive will
not (nor will Executive assist any other person to do so), directly or
indirectly, (i) reveal, report, publish or disclose such Confidential
Information to any person, firm, corporation, association or other entity for
any reason or purpose whatsoever (other than in the course of carrying out
Executive's duties hereunder or as expressly authorized by the Company), (ii)
render any services to any person, firm, corporation, association or other
entity to whom any such Confidential Information, in whole or in part, has been
disclosed or is threatened to be disclosed by or at the instance of Executive,
or (iii) use such Confidential Information except for the benefit of the Company
and in the course of Executive's employment with the Company; provided, however
that the foregoing will not apply to the extent Executive is required to
disclose any Confidential Information by applicable law or legal process so long
as Executive promptly notifies the Company of such pending disclosure and
consults with the Company prior to such disclosure concerning the advisability
of seeking a protective order or other means of preserving the confidentiality
of the Confidential Information.

               (c) All memoranda, notes, lists, records and other documents (and
all copies thereof) constituting Confidential Information made or compiled by
Executive or made available to Executive during or after the Employment Period
shall be the Company's property, shall be kept confidential in accordance with
the provisions of this Section 8 and shall be delivered to the Company at any
time on request and in any event upon the termination of Executive's employment
with the Company for any reason.

agrees that:


               (a) During the Non-Compete Period (as hereinafter defined),
Executive shall not, directly or indirectly, in any Geographic Area (as
hereinafter defined): (i) engage for Executive's own account in any business
directly or indirectly competitive with the Company Business (as hereinafter
defined); (ii) render any services in any capacity to any person or entity
(other than the Company or its Affiliates) engaged in any business directly or
indirectly competitive with the Company Business; or (iii) acquire an interest
in any person or entity engaged in any business directly or indirectly
competitive with the Company Business (other than the Company) as a partner,
shareholder, director, officer, employee, principal, manager, member, agent,
trustee, consultant or in any other relationship or capacity; provided, however,
Executive may own, directly or indirectly, solely as a passive investment,
securities of any such entity which are traded on any national securities
exchange if Executive (A) is not a controlling person of, or a member of a group
which controls, such entity, and (B) does not, directly or indirectly, own 1% or
more of any class of securities of such entity.

               (b) During the Non-Compete Period, Executive shall not, without
the prior written consent of the Company, directly or indirectly, knowingly
solicit or encourage any employee of the Company or any of its Affiliates to
leave the employment of the Company or any of its Affiliates, hire any employee
who has left the employment of the Company or any of its Affiliates within one
year of the termination of such employee's employment with the Company or any of
its Affiliates, or solicit any customer, client or account of the Company.

               (c) During any portion of the Non-Compete Period during which
Executive is not employed by the Company, Executive shall not, in any Geographic
Area, directly or indirectly, knowingly solicit or encourage any customer or
client of the Company to engage the services of Executive or any person or
entity (other than the Company) in which Executive is a partner, shareholder,
director, officer, employee, principal, member, manager, agent, trustee,
consultant or engaged in any other relationship or capacity.

               (d) If any provision of Sections 8 or 9 (the "Restrictive
Covenants") are held to be unenforceable because of the scope, duration, area of
its applicability or otherwise, it is the intention of the parties that the
court making such determination shall modify such scope, duration or area, or
all of them, and that such provision shall then be applicable in such modified
form. Executive hereby waives any and all right to attack the validity of the
Restrictive Covenants on the grounds of breadth of their geographic scope or the
length of their term.

               (e) As used herein:

                    (i) "Affiliate" shall mean any entity directly or indirectly
     controlling, controlled by, or under common control with the Company and


     entity in which the Company is a general partner, member, manager or holder
     of greater than a 10% common equity, partnership or membership interest.

                    (ii) "Company Business" shall mean the business of the
     Company at the time a violation of this Section 9 is alleged to occur or,
     if such alleged occurrence is after Executive's employment is terminated,
     the business of the Company at the time such employment terminates.

                    (iii) "Geographic Area" shall mean the world.

                    (iv) "Non-Compete Period" shall mean the period during which
     Executive is employed by the Company and for an additional period of one
     year following the termination of Executive's employment with the Company.

     10. ENFORCEMENT BY INJUNCTION. Since the Company will be irreparably
damaged if the provisions of Sections 8 or 9 are not specifically enforced, the
Company shall be entitled to (i) an injunction or any other appropriate decree
of specific performance (without the necessity of posting any bond or other
security in connection therewith) restraining any violation or non-fulfillment
of Executive's covenants under Sections 8 or 9, (ii) damages in an amount equal
to all compensation, profits, monies, accruals, increments or other benefits
derived or received by Executive (or any associated party deriving such
benefits) as a result of any such breach of Executive's covenants under Sections
8 or 9, and (iii) indemnification against any other losses, damages, costs and
expenses, including actual attorneys' fees and court costs, which may be
incurred by the Company and which result from or arise out of any such breach of
Executive's covenants under Sections 8 or 9. Such remedies shall not be
exclusive and shall be in addition to any other remedy, at law or in equity,
which the Company may have for any breach or threatened breach of Sections 8 or
9 by Executive.


               (a) Executive shall not be required to mitigate damages or the
amount of any payment provided for under this Agreement by seeking other
employment or otherwise, nor shall the amount of any payment provided for under
this Agreement be reduced by any compensation earned by Executive as the result
of employment by another employer after the termination of Executive's
employment, or otherwise.

               (b) The provisions of this Agreement, and any payment provided
for hereunder, shall not reduce any amounts otherwise payable, or in any way
diminish Executive's existing rights, or rights which would accrue solely as a
result of the passage of time, under any benefit or incentive plan or
arrangement, plan or arrangement to receive securities of the Company,
employment agreement or other contract, plan or arrangement of the Company.

     12. SUCCESSORS.

               (a) The Company will require any successor or assign (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all the


business and/or assets of the Company by agreement in form and substance
satisfactory to Executive, to expressly, absolutely and unconditionally assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession or
assignment had taken place. Any failure of the Company to obtain such agreement
prior to the effectiveness of any such succession or assignment shall be a
material breach of this Agreement and shall entitle Executive to terminate
Executive's employment as provided for in Section 6 hereof. As used in this
Agreement, the "Company" shall mean the Company as hereinbefore defined and any
successor or assign to its business and/or assets as aforesaid which executes
and delivers the agreement provided for in this Section 12 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of

               (b) This Agreement shall inure to the benefit of and be
enforceable by Executive's personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive should die while any amounts are still payable to Executive hereunder,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to Executive's devisee, legatee, or other
designee or, if there be no such designee, to Executive's estate.

               (c) In the event of a liquidation of the Company, the payment
provided for hereunder shall be made before any property or asset of the Company
is distributed to any holder of Common Stock.

     13. NOTICES. Any and all notices or other communications required or
permitted to be given under any of the provisions of this Agreement shall be in
writing and shall be deemed to have been duly given when personally delivered or
mailed by first class registered mail, return receipt requested, or by
commercial courier or delivery service, or by facsimile, addressed to the
parties at the addresses set forth below their signatures hereto (or at such
other address as any party may specify by notice to all other parties given as

     14. INDEMNIFICATION TO EMPLOYEE. The Company shall, to the maximum extent
permitted by law, indemnify the Executive against expenses (including reasonable
attorney's fees, judgments, fines, settlements and other amounts actually and
reasonably incurred) in connection with any proceedings arising by reason of the
fact that the Executive is or was an officer, consultant, representative, or
agent of the Company and was performing his duties in accordance with this
Agreement or was acting in accordance with the directions of the Board of
Directors of the Company; provided however, that the Company shall have no
obligation to indemnify the Executive for such expenses, judgments, fines,
settlements or other amounts which are finally judicially determined to have
resulted from illegal, bad faith or knowingly fraudulent conduct on the part of
the Executive or the Executive's knowing and intentional violation of third
party rights. The Company shall advance to the Executive the expenses incurred
in defending any such proceedings to the maximum extent provided by law;
provided however, that the Executive is not entitled to indemnification in
accordance with the preceding sentence. The Company's obligations under this
Section shall not cease upon termination of this Agreement.


     15. LEGAL FEES. In the event that any legal action is required to enforce
Executive's rights under this Agreement, Executive, if the prevailing party,
shall be entitled to recover from the Company any expenses for attorneys' fees
and disbursements reasonably incurred by Executive.

     16. ARBITRATION. Any dispute or controversy arising under or in connection
with this Agreement (including, without limitation, any controversy as to the
arbitrability of any dispute) shall be settled exclusively by arbitration to be
held in Los Angeles, California, before a single arbitrator in accordance with
the rules of the American Arbitration Association then in effect. Each party
shall bear its own fees and expenses in connection with the arbitration and 50%
of the fees and expenses of the American Arbitration Association and the cost of
any transcript. Judgment may be entered on the arbitrator's award in any court
having jurisdiction, and the parties consent to the jurisdiction of the
California courts for that purpose.


               (a) This writing constitutes the entire agreement of the parties
with respect to the subject matter hereof and may not be modified, amended or
terminated except by a written agreement signed by all of the parties hereto.

               (b) No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
and signed by Executive and the Company. No waiver by a party hereto at any time
of any breach by another 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.

               (c) If any provision of this Agreement shall be held invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision of this Agreement, and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein, unless the invalidity or unenforceability of such provision
substantially impairs the benefits of the remaining portions of this Agreement.

               (d) The section headings contained herein are for the purposes of
convenience only and are not intended to define or limit the contents of said

               (e) This Agreement may be executed in two or more counterparts,
all of which taken together shall be deemed one original.

               (f) This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
any choice or conflict of laws provision or rule that could cause the
application of the domestic substantive laws of any other jurisdiction.


               (g) This Agreement shall not confer any rights or remedies upon
any person or entity other than the parties hereto and their respective
successors and permitted assigns.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                                    ONLINEFILMSALES.COM, LLC









                                                                   Exhibit 10.24

                                   EXHIBIT "A"


     This CONFIDENTIAL SEVERANCE AGREEMENT ("Agreement") is made in the State of
California by and between _____________ ("Executive") and ONLINEFILMSALES.COM,
LLC., a Delaware corporation (the "Company").


A.   Executive has been employed by the Company.

B.   The Company and Executive are parties to that certain Management Agreement,
     dated ___________, 1999 (the "Management Agreement"). Executive's
     employment with the Company has been terminated under circumstances which
     entitle Executive to receive certain severance compensation pursuant to
     Section 7 of the Management Agreement (the "Severance Compensation").

C.   Pursuant to Section 7(e) of the Management Agreement, payment of the
     Severance Compensation is conditioned upon the execution of this Agreement
     by Executive.


     NOW, THEREFORE, in consideration of the premises and the mutual agreements,
covenants, and provisions contained in this Agreement, the parties agree and
declare as follows:

     1. TERMINATION OF EMPLOYMENT. Executive's employment with the Company is
terminated effective end of day, ________________. The parties acknowledge and
agree that Executive shall not be an employee of the Company after this date,
notwithstanding Executive's continued receipt of certain sums as described in
the Management Agreement.

     2. WAIVER AND RELEASE OF CLAIMS. In consideration of the payment of the
Severance Compensation, Executive waives and releases all of Executive's
existing rights to, any relief of any kind from the Company, its affiliates,
subsidiaries, parent corporations, divisions, directors, officers, shareholders,
employees, agents, attorneys, successors, and assigns (collectively, the
"Employer"), including, without limitation, all claims, demands, liabilities,
obligations, causes, and causes of action of whatever kind or nature, whether
known or unknown, past or present, suspected or unsuspected, including, without
limitation, those that arise out of or that relate to: Executive's employment
with the Company; the termination of Executive's employment with the Company;
all statements or actions of the Employer; all claims that arise under the Civil
Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with
Disabilities Act, and the California Civil Rights Act; all claims for wrongful
discharge; all claims for relief or other benefits under any federal, state, or
local statute, ordinance, regulation, or rule of decision; all claims that the
Employer engaged in conduct prohibited on any basis under any federal, state, or
local statute, ordinance, regulation, or rule of decision; and, other than
claims with


respect to the Severance Compensation, all claims for wages, stock, stock
options, or other rights with respect to equity securities of the Company,
severance pay, compensation, attorney's fees, liquidated damages, punitive
damages, costs, expense reimbursements, and disbursements (collectively


               a. GENERAL STANDARD. The parties intend that the terms and
conditions upon which this matter has been settled, including the provisions of
this Agreement ("Confidential Information"), will be forever treated as
confidential. Executive and the Company will not disclose Confidential
Information to any person or entity at any time, except as provided herein.

               b. EXCEPTIONS.

                    (1) It will not be a violation of this Agreement for
Executive to disclose Confidential Information to Executive's attorneys, spouse,
accountants, or tax planners, provided that if Executive discloses Confidential
Information to any such person, Executive must simultaneously inform that person
that the person must keep the information strictly confidential and that the
person may not disclose the information to any other person without the advance
written consent of Executive and the Company. Any disclosure of Confidential
Information by any such person will be considered a disclosure by Executive.

               (2) It will not be a violation of this Agreement for the Company
to disclose Confidential Information to its attorneys, auditors, insurers,
accountants, tax planners, or its affiliates, divisions, directors, officers,
shareholders, employees, representatives, other agents who have a legitimate
reason to obtain Confidential Information in the course of performing their
duties or responsibilities for the Company, others in connection with the
Company's business, as required by law, and to the extent the Company deems such
disclosure necessary or advisable in connection with it disclosures or reports
or under applicable securities laws, other laws, and accounting principles.

               (3) It will not be a violation of this Agreement for a party to
give truthful testimony in response to direct questions asked pursuant to an
enforceable court order obtained after providing notice to the other party,
which order pays due regard to the concerns for confidentiality expressed by the
parties herein.

     4. NON-DISPARAGEMENT. Executive will not disparage, defame, or besmirch the
reputation, character, image or services of the Company, its affiliates,
divisions, parent corporations, directors, officers, shareholders, employees or

     5. CLAIMS INVOLVING THE COMPANY. Executive will not recommend or suggest to
any potential claimants or plaintiffs or their attorneys or agents that they
initiate claims or lawsuits against the Company or any of its affiliates,
divisions, parent corporations, directors, officers, shareholders, employees,
agents, successors, or assigns, nor will Executive voluntarily aid, assist or
cooperate with any such claims, or lawsuits; provided,


however, that this paragraph will not be construed to prevent Executive from
giving truthful testimony in response to direct questions asked pursuant to a
lawful subpoena during any future legal proceedings.

     6. TIME TO CONSIDER AGREEMENT. Executive understands that Executive may
take twenty-one (21) calendar days to decide whether to sign this Agreement.

     7. RIGHT TO REVOKE. Executive understands that Executive has the right to
revoke this Agreement for any reason within seven (7) calendar days after
Executive signs it. Executive understands that this Agreement will not become
effective or enforceable unless and until Executive has not revoked it and the
applicable revocation period has expired.

     8. EXPIRATION OF OFFER. The Company's offer to Executive that is reflected
in this Agreement shall expire at 5:00 P.M. ON ____________, unless Executive
executes the Agreement and the Company receives it prior to that time, or unless
the Company revokes the offer prior to Executive's acceptance.

     9. FULL COMPENSATION. The payments made and the other consideration
provided under the Management Agreement constitute full compensation for and
extinguish all of Executive's Claims including, but not limited to, all Claims
for attorneys' fees, costs, and disbursements, and all Claims for any type of
legal or equitable relief. Executive acknowledges that Executive has been paid
all wages and other compensation to which he or she was or is entitled to.

     10. RETURN OF COMPANY PROPERTY. Executive agrees to promptly return to the
Company all property that belongs to the Company, including without limitation
all equipment, supplies, documents, files, computer disks, and Executive agrees
to remove from any personal computer all data files containing Company
information and return to the Company.

     11. CONFIDENTIALITY AGREEMENT. Executive hereby reaffirms Executive's
obligations and commitments contained in any Employment Agreement and Invention
and Non-Disclosure Agreements that Executive executed.

     12. NO ADMISSION OF WRONGDOING. This Agreement does not constitute an
admission that any person or entity violated any local, state or federal
ordinance, regulation, ruling, statute, rule of decision, or principle of common
law, or that any person or entity engaged in any improper or unlawful conduct or
wrongdoing. Executive will not characterize this Agreement or the payment of any
money or other consideration in accord with the Management Agreement as an
admission or indication that any person or entity engaged in any improper or
unlawful conduct or wrongdoing.

     13. ACKNOWLEDGMENT OF UNDERSTANDING. Executive acknowledges that the
Company has advised Executive to consult with Executive's own attorney prior to
executing this Agreement. Executive further acknowledges that Executive has had
a full opportunity to consider this Agreement, that Executive has had a full
opportunity to ask


any questions that Executive may have concerning this Agreement, and that in
deciding whether to sign this Agreement, Executive has not relied upon any
statements made by the Company or its attorneys, other than the statements made
in this Agreement. Executive further acknowledges that Executive has read and
understands the contents of this Agreement and that Executive executes this
Agreement knowingly and voluntarily and with the opportunity to obtain
independent legal advice of Executive's own choice.

     14. AUTHORITY. Executive represents and warrants that Executive has the
authority to enter into this Agreement, and that Executive has not assigned any
Claims to any person or entity.

     15. INVALIDITY. In the event that a court of competent jurisdiction
determines that any provision of this Agreement is invalid, illegal, or
unenforceable in any respect, such a determination will not affect the validity,
legality, or enforceability of the remaining provisions of this Agreement, and
the remaining provisions of this Agreement will continue to be valid and

     16. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and inure
to the benefit of the parties and their respective heirs, representatives,
successors, and assigns.

     17. ENTIRE AGREEMENT. This Agreement and the Management Agreement represent
the entire agreement of the parties with respect to their subject matters, and
this Agreement and the Management Agreement supersede any agreement(s)
previously entered into with respect to the subject matters hereof and thereof,
except where expressly specified herein or therein. Neither party has made any
representations, warranties, inducements or oral agreements except as expressly
set forth herein and therein. The parties may not change, modify, or rescind
this Agreement except in a writing, signed by both parties. Any attempt at oral
modification of this Agreement shall be void and of no effect.

     18. HEADINGS. The descriptive headings of the paragraphs and subparagraphs
of this Agreement are intended for convenience only, and do not constitute parts
of this Agreement.

     19. COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.

     20. GOVERNING LAW. This Agreement will be construed in accord with, and any
dispute or controversy arising from any breach of this Agreement will be
governed by, the laws of the State of California. In the event of any judicial
proceeding to enforce any provision of this Agreement, the prevailing party
shall recover its reasonable attorneys' fees, expenses, and cost of


     IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
indicated at their respective signatures below.

DATED this _________ day of, _____ 1999.           EXECUTIVE


DATED this __________ day of, ______ 1999          ONLINEFILMSALES.COM, LLC



                                                                   Exhibit 10.24

                                   EXHIBIT "B"



Human Resources Manager, LLC
1351 4th Street, Suite 227
Santa Monica, California  90401

Dear _________:

     This is to confirm that I have not revoked and will take no action to
revoke the Confidential Severance Agreement that I executed on ______________
with, LLC.


Executive's Name