Broadcaster Inc – ‘10-K’ for 6/30/01 – EX-10.11

On:  Monday, 10/15/01   ·   For:  6/30/01   ·   Accession #:  950149-1-501526   ·   File #:  0-15949

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        International Microcomputer Software, Inc.            82    450K 
 2: EX-10.1     Material Contract                                     12     55K 
11: EX-10.10    Material Contract                                      2     14K 
12: EX-10.11    Material Contract                                      2±    11K 
13: EX-10.12    Material Contract                                      1      9K 
14: EX-10.13    Material Contract                                      4     22K 
15: EX-10.14    Material Contract                                      4     21K 
16: EX-10.15    Material Contract                                      3     16K 
17: EX-10.16    Material Contract                                      5     26K 
18: EX-10.17    Material Contract                                      2     12K 
 3: EX-10.2     Material Contract                                     16     75K 
 4: EX-10.3     Material Contract                                      1     10K 
 5: EX-10.4     Material Contract                                      5     27K 
 6: EX-10.5     Material Contract                                     12     52K 
 7: EX-10.6     Material Contract                                      2     15K 
 8: EX-10.7     Material Contract                                      4     20K 
 9: EX-10.8     Material Contract                                      6     34K 
10: EX-10.9     Material Contract                                      2±    13K 
19: EX-21.1     Subsidiaries of the Registrant                         1      6K 
20: EX-23.1     Consent of Experts or Counsel                          1      8K 

EX-10.11   —   Material Contract

EX-10.11
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EXHIBIT 10.11                                                                   

AMENDMENT TO SETTLEMENT AGREEMENT                                               

International Microcomputer Software, Inc. and ArtToday.com, Inc. (hereinafter  
collectively "IMSI") and Imageline, Inc., George P. Riddick, 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              
       ------------------------------           --------------------------------

By:    /s/ GORDON LANDIS                 By:    /s/ GEORGE P. RIDDICK III       
       ------------------------------           --------------------------------
IMSI                                     Imageline                

144 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		11/30/01
Filed on:		10/15/01
		9/24/01
		9/21/01
		8/31/01		3,  8-K
		7/27/01
For Period End:		6/30/01		NT 10-K
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