**Exhibit 10.26**

 

**SETTLEMENT AGREEMENT**

 

1.     Media 100 hereby assigns all rights to the Media Press, and allversions thereof, Digital Media Press, Digital Media Press - 2, Wired Stream,Wired for DVD, Mason, and Fire Wired AV and DV products to Wired, hereinafterthe “Assigned Products”;

 

2.     Media 100 hereby assigns to Wired the trademarks, trade names,source code, technology, know how and intellectual property relating to theAssigned Products;

 

3.     Media 100 shall retain an amount of inventory and/or Work in Progresssufficient to service any ongoing warranty or other obligations to Media 100’sinstalled base of the Assigned Products;

 

4.     Media 100 will assign to Wired all remaining inventory and Workin Progress (“WIP”) that exists as of March 21st 2002 relating to the AssignedProducts;

 

5.     Media 100 will retain all receivables relating to sales prior toApril 21, 2002 of the Assigned Products;

 

6.     Wired hereby covenants not to sue Media 100 or any person orentity related to Media 100 for any act, omission or other conduct prior to thedate hereof, or, after the date hereof related to the subject matter of CivilAction No. CV 798174, the Assigned Products or the use of the tangible orintangible property assigned hereunder other than a breach of an express obligationin this Agreement

 

7.     Wired hereby grants to Media 100 an irrevocable royalty feelicense, to use the source code, technology, know how and intellectual propertyassigned hereunder, provided however, that such license shall not include aright to sell the Assigned Products

 

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or any equivalent product incorporating the sourcecode, technology, know how or intellectual property assigned hereunder;

 

8.     Each and all parties together with their related parties andentities hereby release the other from any and all claims of any nature basedupon, related to or arising out of any facts existing as of the date of thisSettlement Agreement, including all known and unknown claims and each partyhereby waives any right or limitations upon such release based upon §1542 ofthe Cal. Civ. Code;

 

9.     Media 100 will manufacture boards for Media Press and DigitalMedia Press in accordance with a coding, three month forecast to be provided byWired to Media 100, for a period of not more than six months at net 45 dayterms; Wired shall pay for such boards at a price not to exceed the fullyburdened cost to Media 100 of such boards plus 10%;

 

10.   Media 100 hereby assigns to Wired Media 100’srights in the domain name “Wired” and shall provide upon the Media 100 web sitea link to any web site created by Wired;

 

11.   Media 100 shall refer customer calls relatingto the sale of the Assigned Products to Wired after April 21, 2002;

 

12.   Wired shall pay Media 100 a royalty of 5% ofAdjusted gross sales of the Assigned Products, such royalty payments not toexceed the sum of $1,200,000 plus the costs of the inventory assigned pursuantto para. 4, above;

 

13.   Media 100 will provide reasonableverification to Wired of the approximate $400,000 of sales of the AssignedProducts in Media 100’s last calendar quarter;

 

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14.   Media 100 releases Wired principals from itsexisting non-compete agreements;

 

15.   This Agreement is binding but more formaldocuments incorporating these terms will be executed.

 
|                 |   |                         |
|----------------------|--------|------------------------------|
| Wired, a partnership |   | Media 100                    |
|                 |   | by Steve Shea                |
|                 |   |                         |
|                 |   |                         |
| Thomas R. Burke      |   | Dated:  March  21, 2002 |
|                 |   |                         |
|                 |   |                         |
| Mark Bain            |   |                         |
|                 |   |                         |
|                 |   |                         |
| Michael Whittingham  |   |                         |
|                 |   |                         |
| Approved as to Form: |   |                         |
|                 |   |                         |
|                 |   |                         |
| A. de Alcuaz         |   | Christopher Van Gundy        |

 

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