Exhibit 10.1


 


MEMORANDUM
REGARDING SERVICES


OF MICHAEL
HANDELMAN


 


1.    
Engagement. You are being engaged as the Chief Financial Officer of the Company commencing on the confirmation thereof
by the Board of Directors. You will have such duties and responsibilities as are customary for similar executives acting as Chief
Financial Officer of a public company. We agree that your services will be non-exclusive and part-time to the Company but that
such services will be rendered on a priority basis. You will report to the Chief Executive Officer and the Board of Directors of
the Company.


 


2.    
Services and Compensation. As the Chief Financial Officer, you will be expected to supervise the accounting staff
of the Company especially as it relates to the management of the Company’s independent auditors and preparation for filing
of the Company’s SEC reports. Your compensation will be structured as follows:


 


		A.	$12,000 will be paid to you ratably over the 6 weeks period prior to the filing date of the Company’s
2015 Q2 10Q to cover your services in connection with the preparation and filing of that report, any changes to the Company’s
accounting systems and procedures deemed necessary, preparation of required 8K reporting as needed, as well as your general accounting
and financial advice that come up in the ordinary course of business through the course of the following 12 months.



		B.	$12,000 will be paid to you ratably over the 6 weeks period prior to the filing date of the Company’s
2015 Q3 10Q to cover your services in connection with the preparation and filing of that report payable on a bi-weekly basis.



		C.	We will guarantee you $24,000 in respect of all services in connection with the preparation and
filing of the Company’s 2015 10K with the understanding that such amount represents a minimum of 200 hours.  If it were
to take more than 200 hours, you will bill us at 50% of your customary hourly rate ($120/hour) capped at 50 hours (an additional
$3,000) for a total maximum of $27,000. The guaranteed payment will be paid ratably over the three month period prior to the filing
date of the Company’s 2015 10K on a bi-weekly basis and any overage payments will be made within 2 weeks of filing.



		D.	$12,000 will be paid to you ratably over the 6 weeks period prior to the filing date of the Company’s
2016 Q1 10Q to cover your services in connection with the preparation and filing of that report payable on a bi-weekly basis.



		E.	Any significant transactions or projects outside of the scope of the items specifically listed above and outside of the normal
course of business as the Chief Financial Officer of a public company, would be billed hourly at your customary hourly rate of
$120 per hour.  In the interest of clarity, items that are outside of the scope of the above paragraphs include but are not
limited to mergers, business acquisitions or dispositions; the issuance of any complex debt or equity instruments;, etc. (generally
referred to herein as “Extraordinary Transactions”) Tasks related to Extraordinary Transactions could include
but are not limited to initial assessment of the accounting treatment and financial reporting requirements, assistance in drafting
the required documentation (for example, securities purchase agreements, merger agreements, etc.), assistance in drafting any required
Extraordinary Transaction related SEC filings such as 8-Ks, S-1s, or S-8s, and the final accounting treatment.



		F.	Your engagement will continue for a similar additional 12-month period unless either of us gives 30 days’ notice prior
to the end thereof not to extend. In this regard, if so extended, your compensation for the 12 month extension period will be subject
to mutual good faith negotiations.



		G.	You will be reimbursed for any customary out-of-pocket direct expenses incurred for the clear benefit of the Company separately.
Expenses in excess of $100 will require prior written approval. Out of pocket costs include, but are not limited to travel, reproduction
and shipping costs.



 


 






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3. Independent Contractor Status.


 


A. It is understood and agreed that the
performance of any services in respect of this Agreement is not intended to and does not create the relationship of employer-employee,
for any purposes whatsoever, the relationship between such parties, including the Company on the one hand and Michael Handelman
on the other hand, being intended to be that of independent contracting parties only.


B. You shall not be entitled to receive,
and shall not receive any Company employee fringe benefits including but not limited to life, health or accident insurance coverage,
vacation or pension benefits, if any. It is understood that you will be covered by the Company’s directors and officer’s
liability insurance.


 


4. Confidentiality.
You agree that during and after the term of your engagement with the Company, you will hold all confidential or proprietary information
of the Company in the strictest confidence, and you will not use or exploit or otherwise disclose any such information other than
as necessary in the course of your engagement or as required by applicable law and as disclosed to and approved by the Company.



If you are in agreement with the above
outline please sign a copy of this letter. We are very pleased and excited that you will be joining us and know that you will be
an excellent addition to our team.









Genius
Brands International, Inc.


 


By: _/s/Gregory B. Payne___________________


Name: Gregory B. Payne


Title: EVP


 


Engagement Accepted and Agreed as of the


Date first written above:


 


_/s/ Michael Handelman______________________


Michael Handelman


 


Date 6/26/2015


 


 






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