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**NOW, THEREFORE**in consideration of the mutual promises and conditions contained herein, andfor valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, theParties hereto agree as follows:1. **Settlement****.**In consideration for signing this Agreement and in exchange forthe promises, covenants and waivers set forth herein, Respondents will pay Fink the total amount ofThree Hundred and Thirty Five Thousand Dollars ($335,000.00) (hereinafter, the “SettlementPayment”) provided that Fink does not exercise his right to revoke described in Paragraph 22 ofthis Agreement. This Agreement will not be deemed effective until the revocation period describedin Paragraph 22 has expired. The Settlement Payment is the full and final settlement of allmatters (whether known or not known to, or capable of being known by Fink) alleged in the Action,including those matters arising out of Fink’s employment with Image, and termination of hisemployment. The Settlement Payment will be allocated as follows: (a)Two Hundred Seventy Five Thousand Dollars ($275,000) of the settlement shall befor wages, payable to Jeffrey Fink; (b) Sixty Thousand Dollars ($60,000) payable as attorneys feesand costs, payable to Jeffrey Fink. Appropriate IRS Forms 1099 will be issued for the payment ofattorneys fees in the amount of Sixty Thousand Dollars ($60,000) and Image will make allappropriate state and federal withholdings and deductions from the Two Hundred Seventy FiveThousand Dollars ($275,000) allocated as wages.The Settlement Payment checks will be given to Fink’s counsel immediately after the revocationperiod described in Paragraph 22 expires and on the condition that Fink does not revoke theAgreement within seven (7) days followingreceipt by defense counsel of this Agreement executed by Fink and his counsel.
 
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Fink represents, warrants and acknowledges that Image does not owe any wages, commissions,bonuses, sick pay, personal leave pay, severance pay, notice pay, vacation pay, or othercompensation or benefits or payments or form of remuneration of any kind or nature, other than thatspecifically provided for in this Agreement.2. **Dismissal of Arbitration**. As soon as the settlement checks clear the issuing bank,Fink shall withdraw his Petition for Arbitration, dismissing with prejudice the Action.3. **Mutual Release**. Except for the obligations imposed by this Settlement Agreement,Fink, on behalf of himself, his employees, agents, authorized representatives, and assigns, herebyreleases Image, its predecessors-in-interest, successors-in-interest, officers, directors,shareholders, employees, agents, authorized representatives, attorneys and assigns from any and allclaims and demands which he has against them of any kind whatsoever, whether known or unknown,which he asserted or could have asserted, including but not limited to those claims arising out ofor relating to the Employment Agreement, the Employment, the Termination, the Arbitration, anyclaims which could have been raised therein or in connection therewith..Except for the obligations imposed by this Settlement Agreement, Image, on behalf ofitself and its predecessors-in-interest, successors-in-interest, officers, directors, shareholders,employees, agents, authorized representatives, and assigns, hereby releases Fink, and his spouse,employees, agents, authorized representatives, attorneys and assigns from any and all claims anddemands which it has against themarising out of or relating to the Employment Agreement, the Employment, the Termination, theArbitration, any claims which could have been raised therein or in connection therewith, and anyother matter whatsoever, whether liquidated or contingent, certain or uncertain, known or unknown.
 
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It is the intention of the Parties hereto in executing this instrument that it shall beeffective as a full and final accord, satisfaction and release of all matters. The Partiesacknowledge that they are aware that they might hereafter discover facts in addition to ordifferent from those which they now know or believe to be true with respect to the subject matterof this instrument, but that it is their intention hereby, fully, finally and forever to settle andrelease each other from any and all disputes and differences, known and unknown, suspected andunsuspected, which do now exist, may exist, or heretofore have existed between the Parties, andthat in furtherance of such intention, the releases herein given shall be and remain in effect asfull and complete general releases, notwithstanding the discovery or existence of any suchadditional or different facts.The Parties each acknowledge that he/it is familiar with the terms of California CivilCode Section 1542, which reads:“A general release does not extend to claims which the creditor does not know orsuspect to exist in his or her favor at the time of executing the release, which ifknown by him or her must have materially affected his or her settlement with thedebtor.”
 
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All Parties hereto, and each of them, hereby waive the provisions of Section 1542 and releaseand relinquish any rights they may have under that section orany similar law and the application of said Section or law to any future disputes with respectto the Released Matters. All Parties acknowledge that before executing this waiver they were fullyadvised by legal counsel about the effects of waiving the provisions of, and their rights under,Civil Code Section 1542.4. **No Other Filings****.**Fink represents and agrees that he has not filed any lawsuits orarbitrations against Respondents, or filed or caused to be filed any charges, complaints or otherproceedings against Respondents with any municipal, state or federal agency charged with theenforcement of any law or any self-regulatory organization, other than the complaints referenced inthe Recitals to this Agreement. Pursuant to and as a part of Fink’s release and discharge ofRespondents, as set forth herein, Fink agrees, not inconsistent with EEOC Enforcement Guidance OnNon-Waivable Employee Rights Under EEOC-Enforced Statutes dated April 11, 1997, and to the fullestextent permitted by law, not to sue or file a charge, complaint, grievance, demand for arbitration,or other proceedings against Respondents in any forum or assist or otherwise participate willinglyor voluntarily in any claim, arbitration, suit, action, investigation or other proceeding of anykind which relates to any matter that involves Respondents, unless required to do so by courtorder, subpoena or other directive by a court, administrative agency, arbitration panel orlegislative body, or unless required to enforce this Agreement. To the extent any such action maybe brought by a third party, Fink expressly waives any claim to any form of monetary or otherdamages, or any other form of recovery or relief in connection with any such action except forstatutory required witness fees.
 
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5. **Non Disparagement**. Fink, on the one hand, and Image on the other hand, on behalfof himself/itself and their respective shareholders, officers and directors, employees, agents, andauthorized representatives, each agree that he/it will not make, or cause to be made, any remarkswhich are disparaging of any other party to this Agreement. Should a prospective employer contactImage regarding Fink, Image shall refer all calls to a designated HR representative, who shallstate they only can provide Fink’s dates of employment and last position held, and shall providethe same.6. **Confidentiality**. It is understood and agreed by the Parties hereto that nopublicity shall be released in connection with this Settlement Agreement and that the terms andconditions of this Settlement Agreement shall not be disclosed by the Parties or their attorneys toanyone other than their agents or employees, accountants or bookkeepers whose knowledge of theSettlement Agreement is necessary to effect the terms of the Settlement Agreement and/or any taxramifications flowing therefrom. Each party is responsible for any breach of this confidentialityprovision by its agents, employees, accountants or bookkeepers. This confidentiality provision isa material term of the Settlement Agreement.Nothing contained herein shall preclude any party from disclosing the terms of this SettlementAgreement to any bona fide financial institution, government taxing authority and/or othergovernment entity pursuant to the terms of a subpoena or like document issued in any civil,criminal, administrative, or quasi-judicial proceeding. Nothing contained herein shall precludeImage from disclosing the terms of this Settlement Agreement in a Form 8-K filing with the UnitedStates Securities & Exchange Commission, to the extent necessary to comply with federal law. Otherthan asindicated herein, if either party is asked concerning the status of this case by personspreviously aware of its existence, the only permissible response is that “it settled subject to aconfidentiality provision.”
 
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7. **Non-Admission of Liability**. This Settlement Agreement is executed solely for thepurpose of terminating and preventing further claims, complaints, and/or litigation, and does notconstitute an admission or acknowledgment by any party hereto of any wrong-doing on his/its part.8. **Non-Assignment**. Each party hereto represents that he/it has not assigned,transferred or purported to assign or transfer to any person, firm, partnership, or association,any of the claims released hereunder. Each party hereto agrees to indemnify and hold harmless eachother party against any claim, demand, liability, costs, expenses, rights of action or causes ofaction based on, arising out of, or in connection with any such transfer or assignment or purportedtransfer or assignment.9. **Enforceability of this Agreement****.**Except as otherwise set forth herein, thisAgreement shall be enforceable pursuant to the provisions of California Code of CivilProcedure § 664.6 and any party hereto may apply to a Court of appropriate jurisdiction withinthe County of Los Angeles for an appropriate order or judgment pursuant to the terms hereof.10. **Binding Effect**. All of the covenants, agreements, conditions and terms containedin this Settlement Agreement shall be binding upon, apply and inure to the benefit of thesuccessors and assigns of the respective Parties hereto.11. **Future Assurances**. Each of the Parties shall, upon request of any other party,execute and deliver such additional documents as may be necessary orconvenient for the purpose of evidencing or perfecting any rights or interests arising underthis Settlement Agreement.
 
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12. **Integration**. This Settlement Agreement constitutes a final and complete statementof the agreement between the Parties, and fully supersedes all prior agreements, representations ornegotiations, written or oral.13. **Legal Proceedings****.**In the event any legal proceeding is commenced for the purposeof interpreting or enforcing any provision of this Settlement Agreement, the prevailing party insuch proceeding shall be entitled to recover a reasonable attorneys’ fee in such proceeding, or anyappeal thereof, in addition to the costs and disbursements allowed by law.14. **Authority**. Image warrants and represents that the person executing this documenton its behalf is fully authorized to do so.15. **Counterparts and Facsimile**. This Settlement Agreement may be signed incounterparts. The parties further contemplate that this Settlement Agreement may be signed andtransmitted via facsimile. A signature received via facsimile shall be deemed to be an originalsignature for all intents and purposes.16. **California Law**. This Settlement Agreement is executed in the State of California,and shall be governed by California law. Any suit commenced in connection with this Agreementshall be filed in a Court of competent jurisdiction in Los Angeles County, California.17. **No Modification**. This Settlement Agreement may not be modified except by anagreement in writing duly executed by the Parties hereto.
 
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18. **Representation**. The Parties hereto represent and acknowledge that they have hadthe opportunity to confer with counsel of their own selection with respect to the subject matterhereof. This Settlement Agreement is entered into voluntarily by the Parties hereto. Moreover,this Agreement shall be deemed to have been drafted equally by all parties hereto and shall not beconstrued against either party as a result of the drafting hereof.19. **Severability****.**Each provision of this Settlement Agreement is separate, distinct,and severable from the others. If any provision is held unenforceable, but the balance of theAgreement nonetheless fulfills the primary intent of the parties hereto in settling this matter,then the rest of the Settlement Agreement shall be enforced to the greatest extent possible.20. **Number and Gender**. Headings are used herein for convenience only and shall haveno force or effect in the interpretation or construction of this Settlement Agreement. As used inthis Settlement Agreement, the singular shall include the plural, and the masculine shall includethe feminine and neutral gender.21. **Costs**. Except as otherwise set forth herein, and in particular as set forth inparagraph 1, each party hereto shall bear his/its own costs and attorneys’ fees relating to theAction, this Settlement Agreement and the subject matter hereof.
 
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22. **Age Discrimination In Employment Act.** Fink understands and agrees that therelease of claims contained in this Agreement, includes any and all claims under the AgeDiscrimination In Employment Act (“ADEA”), as amended, 29 U.S.C. Section 621, et seq. Finkrepresents that he has been given a period of twenty-one (21) days within which to consider thisAgreement and the release of those claims, and theopportunity to consult with his counsel regarding the release of those claims. Fink furtherunderstands that pursuant to the ADEA he may revoke this Agreement within seven (7) days of theexecution of this Agreement by notifying counsel for Respondents of the revocation at the followingaddress and telephone number: James A. Goodman, Esq., Epstein Becker & Green, 1925 Century ParkEast, Suite 500, Los Angeles, California 90067-2501, (310) 556-8861. Fink understands that anyobligation on the part of Respondents will not become effective until the expiration of therevocation period, and will only become effective provided Fink has not exercised his right ofrevocation.
 
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IN WITNESS whereof, the Parties have executed this Settlement Agreement as of the date firstset forth above.              /s/ JEFFREY FINK   JEFFREY FINK        IMAGE ENTERTAINMENT, INC.