THIS AGREEMENT is made and entered into by and among William Silverstein ("Silverstein"), Microsystems Software, Inc. ("MSI"), The Learning Company, Inc. ("TLC") and Mattel, Inc. (collectively the "parties").

WHEREAS, Silverstein was employed by MSI from March, 1993 until September, 1996; and

WHEREAS, Silverstein filed a complaint against, inter alia, MSI and TLC in the Massachusetts Superior Court, Middlesex County, entitled William Silverstein v. Microsystems Software, Inc.; The Learning Company, Inc.; Richard Gorgens; Debra Gorgens; and Larry Mason, which was docketed as Civil Action 98-4820 (hereinafter the "action"), alleging, inter alia, violations of M.G.L. c. 151B, M.G.L. c. 152, 75A and 75B, 29 U.S.C. 2601 et seq. and the common law; and

WHEREAS, MSI and TLC asserted in the action a counterclaim against Silverstein for defamation, based on certain statements published on Silverstein's World Wide Web site at "" (the "Web Site") which MSI and TLC believe exposed them to public hatred, ridicule or contempt in a considerable and respectable class in the community (the "counterclaim"); and

WHEREAS, Mattel, Inc. ("Mattel") acquired TLC and MSI in May, 1999; and

WHEREAS, pursuant to Silverstein's acceptance of the defendants' Offer of Judgment under Massachusetts Rule of Civil Procedure 68, the Court has entered judgment for Silverstein on his claims in the action; and

WHEREAS, all parties have agreed that it is in their interests to resolve fully and finally all of the disputes which were or could have been raised in the above-cited action, including the counterclaim; and

WHEREAS, all parties to this Settlement Agreement have been fully represented by their respective attorneys concerning the legal and factual aspects of this settlement, and all parties hereto agree that mistakes of fact or law concerning such advice shall not constitute grounds for modification, avoidance, or rescission of the terms of this Settlement Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein set forth, the parties covenant and agree as follows:

  1. Web Site Contents. Within ten (10) days of the execution and delivery of this Settlement Agreement, Silverstein will remove all of the statements from his Web Site upon which the counterclaim is based (the "offending material"). Silverstein further agrees that at no time in the future will he add additional offending material about MSI, TLC and/or Mattel (hereinafter, "Counterclaim Plaintiffs") to the Web Site. Offending material includes, but is not limited to, the following, as it appeared on the Web Site as of September __, 1999: 

(a) All statements that assert, suggest, claim, or argue that Counterclaim Plaintiffs violate or violated the law, including the statements that appear at the top or bottom of the Web Site user's computer screen in the form of a "ticker tape," e.g., "Microsystems violates the Family and Medical Leave Act;" "Microsystems violates the ADA;" "Microsystems violates the workers compensation laws;" "Microsystems fires an employee who goes to the hospital for medical treatment;" "Microsystems lawyer admits to violating the FMLA;" "Microsystems refuses to accommodate injured employee;" and any similar or related statements that appear elsewhere on the Web Site;

(b) All statements contained under the heading "The case in a nutshell;"

(c) All statements that assert, suggest, claim, or argue that Silverstein was discriminated against or harassed at work by MSI's management because of his alleged handicap; and

(d) All statements that assert, suggest, claim, or argue that MSI is using software which belongs to Silverstein.


  Non-Disclosure, Confidentiality and Non-Assistance. Silverstein acknowledges that one reason for Counterclaim Plaintiffs to resolve the counterclaim is to avoid further disruption that might be caused by the further prosecution of the counterclaim. In order to preserve the value to Counterclaim Plaintiffs of dismissing the counterclaim and entering into this settlement, Silverstein agrees to the following:

(a) Silverstein, his attorneys, or anyone acting on his behalf, all of whose conduct Silverstein shall be responsible for, shall not disclose to anyone (including but not limited to, any members of the press or other media, or in any non-judicial public forum) information whether in documentary or any other form regarding the action including, but not limited to, the terms of this Settlement Agreement, statements allegedly made by any present or former employees of Counterclaim Plaintiffs, or any information concerning, relating to, or arising out of Silverstein's employment with MSI, except as required by legal process and then only after written notice is given to Counterclaim Plaintiffs such that, where feasible, Counterclaim Plaintiffs will have a reasonable opportunity to oppose disclosure. Notwithstanding any of the foregoing, Silverstein shall be allowed to discuss with prospective employers, in relation to his employment by MSI, his job duties, his dates of employment, the projects he worked on and his job accomplishments. Silverstein also shall be allowed to state that for purposes of settling Silverstein's claims against them, the defendants accepted a judgment pursuant to Massachusetts Rule of Civil Procedure 68.

(b) Silverstein agrees not to solicit or sponsor the bringing of any legal proceeding or the making of any legal claim against Counterclaim Plaintiffs and/or its directors, officers, representatives or employees by any state or federal agency or by any other individual or entity ("third party action"), and further Silverstein shall not voluntarily comment about Counterclaim Plaintiffs' employment practices. To the extent Silverstein would become eligible for relief pursuant to a third party action, regardless of compliance with this subparagraph, he will refuse any such relief, or at Counterclaim Plaintiffs' option pay such monetary relief to Counterclaim Plaintiffs.

(c) Nothing in this paragraph 2 shall prevent Silverstein, his attorneys, or anyone acting on his behalf from (i) complying with compulsory legal process, provided that to the extent possible notice of such process is given to Counterclaim Plaintiffs and Counterclaim Plaintiffs have the opportunity to oppose disclosure; (ii) making such disclosures necessary to obtaining legal or tax advice, provided that any such disclosure is conditioned upon Silverstein's informing his legal or tax advisor of this paragraph 2; (iii) discussing the settlement with his immediate family members, provided that such persons are informed of the nondisclosure provisions set forth in this paragraph 2; and (iv) making disclosures which by law cannot be prohibited.

(d) Silverstein shall not disparage Counterclaim Plaintiffs or comment in any fashion on Counterclaim Plaintiffs' employment practices.

3. Dismissal. Simultaneously with execution and delivery of this Settlement Agreement, the parties will execute a Stipulation of Dismissal of the counterclaim in the form of Exhibit A hereto and will file it forthwith with the Middlesex Superior Court.

4. Future Employment. Silverstein agrees not to seek employment with Counterclaim Plaintiffs or their parents, subsidiaries, divisions or successors at any time following the execution of this agreement.

5. Successors and Assigns. This Settlement Agreement will be binding upon and inure to the benefit of the respective legal representatives, heirs, successors, assigns, employees and agents of the parties hereto to the extent permitted by law.

6. Law Applied. This Settlement Agreement will be construed in accordance with the law of Massachusetts.

7. Attorneys' Fees and Costs. All parties will bear their own attorneys' fees and costs incurred in litigating and settling the counterclaim.

8. Representations and Recitals. The parties represent that they have at all times relevant to this settlement had access to the advice of counsel, and that they have consulted their attorneys concerning this Agreement and in particular the waiver of any rights they might have.

9. No Challenge to Validity of Agreement. Silverstein and his attorney will never bring a proceeding to challenge the validity of this Agreement. Should they do so notwithstanding this paragraph, Silverstein and/or his attorney will be required to pay Counterclaim Plaintiffs' costs and fees incurred in defending against the action.

10. Arbitration. Any dispute concerning the meaning, application or violation of this Settlement Agreement (but not about its validity which will be assumed by the arbitrator), shall be submitted to final and binding arbitration pursuant to the Employment Arbitration Rules of the American Arbitration Association ("Rules") then in effect.

In the event a determination is made that Silverstein, his attorney, or anyone for whom Silverstein is responsible thereunder has violated this Settlement Agreement, the arbitrator shall render an order enjoining future violations and further shall award to Counterclaim Plaintiffs $50,000 in liquidated damages for each such violation, and to the extent Silverstein or anyone for whom he is responsible thereunder receives money or thing of value from any person in exchange for any such conduct, shall order Silverstein to pay over to Counterclaim Plaintiffs in addition to liquidated damages, all such money or thing of value. Any such order shall be immediately enforceable in Court.

11. Execution. This Settlement Agreement may be executed in one or more counterparts, each of which when so executed will be deemed to be an original, and all such counterparts together will constitute but one and the same instrument.

IN WITNESS WHEREOF, William Silverstein and Microsystems Software, Inc., The Learning Company, Inc. and Mattel, Inc. have executed this Agreement on the dates written below.


________________________________ By:_____________________________

William Silverstein

Title: ___________________________

Dated: September ___, 1999 Dated: September ___, 1999