SETTLEMENT
      AGREEMENT AND RELEASE

    


    This
      Settlement and General Mutual Release Agreement (the “Settlement Agreement”) is
      entered into this 30th
      day
      of
      May, 2008, by Sound Worldwide Holdings, Inc. (“Sound Worldwide” or “the
      Company”) and Ivy
      Sui
      Kuen Lam
      (“Ms.
      Lam” or “Lam”).

    


    WHEREAS,
      Ms. Lam
      received 6,063,750 shares of common stock (the “Shares”) of Sound Worldwide,
      Inc. (“Sound Worldwide”); and

    


    WHEREAS,
      Sound
      Worldwide held all of the shares of Best Allied Industrial Limited (“Best
      Allied”), a company founded by Ms. Lam. 

    


    WHEREAS,
      the
      parties now wish to enter into and execute this Settlement Agreement and
      Release.

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing, the mutual covenants, representations and
      premises contained herein, and with full intent to be legally bound hereby,
      the
      parties hereby agree and covenant as follows:

    


    1. RETURN
      AND EXCHANGE OF SHARES: 
      In
      consideration of the covenants and Release contained herein, Ms. Lam surrendered
      and returned to Sound Worldwide, 6,063,750 shares of Sound Worldwide and in
      exchange, Sound Worldwide provided Ms. Lam 100% of the outstanding Ordinary
      Shares of Best Allied.

    


    2. MUTUAL
      RELEASE: Ms.
      Lam
      hereby releases Sound Worldwide from any and all actions, causes of action,
      suits, debts, dues, sums of money, accounts, contracts, controversies,
      agreements, charges, complaints, promises, damages, judgments, claims,
      liabilities and demands whatsoever which Ms. Lam ever had, now has, or which
      she
      can, shall, or may have against Sound Worldwide, by reason of any matter, cause,
      event or thing whatsoever from the beginning of the world to the date of this
      Release, including claims of which Ms. Lam is not aware and those not mentioned
      in this Release. 

    


    Sound
      Worldwide hereby releases Ms. Lam from any and all actions, causes of action,
      suits, debts, dues, sums of money, accounts, contracts, controversies,
      agreements, charges, complaints, promises, damages, judgments, claims,
      liabilities and demands whatsoever which Sound Worldwide ever had, now has,
      or
      which they can, shall, or may have against Ms. Lam , by reason of any matter,
      cause, event or thing whatsoever from the beginning of the world to the date
      of
      this Release, including claims of which Worldwide is not aware and those not
      mentioned in this Release.

    


    The
      parties are bound by this Release. Anyone who succeeds to the parties’ rights
      and responsibilities, such as his heirs or the executor or administrator of
      his
      estate or any assignee, is also bound.

    


    3. CONFIDENTIAL
      AGREEMENT: In
      consideration of the covenants and payments set forth above, the parties hereby
      covenant and agree that they and their agents shall keep the fact and terms
      of
      this Agreement confidential, and shall not, under any circumstances whatsoever,
      reveal same to any person or entity, including but not limited to, any employee,
      agent, associate, customer, or any person or entity with which the parties
      has
      any business relationship whatsoever, or to any member of the press or the
      public; provided, however, that they may reveal such information as is required
      by an enforceable court order, upon notice to the other party, or as required
      by
      the Internal Revenue Service.

    


    4. NO
      ADMISSION OF LIABILITY: Neither
      the execution or terms of this Agreement, nor the surrender of the Shares by
      Ms.
      Lam hereunder, shall in any way constitute or imply an admission by the parties
      of liability in law or in fact as to any claims which the parties have asserted
      or could have asserted in any action brought by them.

    


    5. PARTIAL
      INVALIDITY: If
      any
      provision of this Agreement shall be held void as against public policy by
      any
      court or administrative agency, all other provisions shall remain in full force
      and effect and this Agreement shall be construed as if the offending provisions
      were never contained herein.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6. GOVERNING
      LAW: The
      parties hereby acknowledge and agree that this shall in all respects be
      interpreted, enforced and governed under the laws of the State of
      Delaware.

    


    7. FINAL
      EXPRESSION OF AGREEMENT: This
      Agreement is intended by the parties as the final expression of their agreement
      and as a complete and exclusive statement of the terms and provisions thereof
      and fully supersedes any and all prior agreements or understandings between
      the
      parties pertaining to the subject matter hereof.

    


    8. MODIFICATIONS
      OR AMENDMENTS: No
      modification or amendment to this Agreement may be made unless it is in writing
      and signed by both parties.

    


    9. LEGAL
      ADVICE: The
      parties acknowledge that they have sought and received the advice of legal
      counsel as to the meaning and execution of this Settlement Agreement and that
      they enter into same voluntarily and after sufficient time to review and obtain
      advice of counsel with respect to same. The parties acknowledge that they have
      carefully read the Release contained herein and have discussed it with their
      attorney, and further acknowledge that they understand and agree to the terms
      of
      the Release, have entered into the Release freely, voluntarily and without
      coercion, have been afforded a sufficient period of time within which to review,
      consider and accept its terms, and intends, by execution of the Release, to
      be
      legally bound by all of the terms and provisions thereof.

    


    10. SIGNATURES. The
      execution of this Agreement may be by actual or facsimile signature.

    


    WHEREAS,
      in witness hereof the parties execute this Settlement Agreement on the date
      hereinabove first written.

     

    
      	
              SOUND
                WORLDWIDE HOLDINGS, INC.

            	 
	 	 
	By: /s/
              Roger K. W.
              Fan                        
              	/s/ Ivy Sui Kuen Lam
	
              Name:
Roger
                K. W. Fan

            	Ivy Sui Kuen Lam
	
              Title: 
                 Chief
                Executive Officer