exhibit_10-3.htm


    
      

    

    EXHIBIT 10.3

    


    ACCORD AND
SATISFACTION

    


    


    This
Agreement (“Agreement”) is made and entered into effective this 11th day of October,
2006, by and between Russell H. Ritchie, Dale E. Riker, Suntine Enterprises,
LLC, and Cornerstone Wireless Communications, LLC (hereinafter referred to
collectively as “Russell and Group”) and Studio One Media, Inc., (f/k/a
Dimensional Visions Incorporated), a Delaware corporation (hereinafter referred
to as “SOMD” or the “Company”), with reference to the following:

    


    WHEREAS,
the parties hereto did heretofore enter into that one certain Settlement
Agreement and Release dated April 30, 2003 (the “Settlement Agreement”), which
agreement is, by this reference, incorporated herein for all purposes;
and

    


    WHEREAS,
the parties hereto desire to conclude all matters covered by, referred to in, or
giving rise to the Settlement Agreement, and other matters between the parties,
leaving nothing unsettled or open to question;

    


    NOW,
THEREFORE, in consideration of the promises and mutual covenants contained
herein, and subject to the terms and conditions set forth herein, the parties
hereby agree as follows:

    


    
      	
              1.

            	
              The
      Company shall issue, or cause to be issued, to Russell and Group, One
      Hundred Thirty Seven Thousand Five Hundred (137,500) shares of restricted
      common stock, $0.001 par value, of SOMD (the
  “Shares”).

            


    

    


    
      	
              2.

            	
              Russell
      and Group agrees to accept the Shares in full and complete settlement and
      satisfaction of all covenants, representations, warranties, obligations,
      liabilities, costs and expenses provided for in the Settlement Agreement,
      or referred to therein, or any document giving rise thereto including, but
      not limited to, any promissory notes, guarantees, lines of credit
      agreements or other financing
agreements.

            


    

    


    
      	
              3.

            	
              Certificates
      evidencing the Shares shall be issued in the following names and
      amounts:

            


    

    


     

    
      	 Russell
      H. Ritchie	 53,000
      shares
	 Russell
      H. Ritchie	 40,900
      shares
	 Cornerstone
      Wireless Communications, LLC	 23,600
      shares
	 Fidelity
      Insurance Company, Ltd, FBO SA 0456	 20,000
      shares
	 Total 	 137,500
      shares


    

    
 

    
      	
              4.

            	
              The
      Shares, when issued shall be deemed fully paid and non-assessable and
      without any restriction of any nature other than as shall be imposed by
      Rule 144 promulgated under the Securities Exchange Act of 1933, as
      amended.

            


    

    


    
      	
              5.

            	
              Each
      time that the Company proposes to Register a public offering solely of its
      Common Stock (not including an offering of Common stock issuable upon
      conversion or exercise of other securities), other than pursuant to a
      Registration Statement on Form S-4 or Form S-8 or similar or successor
      forms (collectively,"Excluded Forms"), the Company shall promptly give
      written notice of such proposed Registration to all holders of Shares,
      which shall offer such holders the right to request inclusion of any
      Registrable Securities in the proposed Registration.  The holder
      may request inclusion of any Registrable Shares in such Company
      Registration by delivering to the Company, within 10 days after receipt of
      the Registration Notice, a written notice (the "Piggyback Notice") stating
      the number of Registrable Shares proposed to be included and that such
      shares are to be included in any underwriting only on the same terms and
      conditions as the shares of Common Stock otherwise being sold through
      underwriters under such Registration. The Company shall use its reasonable
      efforts to cause all Registrable Shares specified in the Piggyback Notice
      to be included in the Company Registration and any related offering, all
      to the extent requisite to permit the sale by the holder of such
      Registrable Shares
      in accordance with the method of sale applicable to the other shares of
      Common Stock included in the Company
  Registration.

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      
ACCORD AND
SATISFACTION


     

    
      	
              6.

            	
              Russell
      and Group, and each person comprising such group, on behalf of
      himself/itself and on behalf of their respective attorneys, accountants,
      insurers, agents, personal representatives, survivors, heirs, successors,
      and assigns, hereby releases and forever discharges the Company and its
      past and present affiliates and subsidiaries, and their respective
      officers, directors, shareholders, partners, principals, employees,
      attorneys, accountants, consultants, insurers, agents, representatives,
      servants, predecessors, successors, heirs and assigns (collectively, "the
      Company Parties"), of and from any and all claims, debt, demands,
      obligations, losses, actions and causes of action, costs, expenses,
      attorneys' fees and liabilities of any nature whatsoever, whether based on
      contract, tort, statutory or other legal or equitable theory of recovery,
      whether known or unknown, which the Russell and Group, or any member
      thereof, has, had or claims to have against any or all of the Company
      Parties, including but not limited to (i) covenants, representations,
      warranties, obligations, liabilities, costs and expenses provided for in
      the Settlement Agreement, or any document referred to in or giving rise to
      the Settlement Agreement including, but not limited to, any promissory
      notes, guarantees, lines of credit agreements or other financing
      agreements, (ii) any business or personal relationship between the parties
      prior to the date of this Release, or (iii) other monetary or other
      valuable consideration claimed, whether accrued or not, from the beginning
      of time to the effective date of this
Agreement.

            


    

    


    
      	
              7.

            	
              The
      Company, on behalf of itself and its past and present affiliates and
      subsidiaries, and their respective officers, directors, shareholders,
      partners, principals, employees, attorneys, accountants, consultants,
      insurers, agents, representatives, servants, predecessors, successors,
      heirs and assigns (collectively, “the Russell Parties”), hereby releases
      and forever discharges Russell and Group, and each person comprising such
      group, and their respective attorneys, accountants, insurers, agents,
      personal representatives, survivors, heirs, successors, and assigns, of
      and from any and all claims, debt, demands, obligations, losses, actions
      and causes of action, costs, expenses, attorneys' fees and liabilities of
      any nature whatsoever, whether based on contract, tort, statutory or other
      legal or equitable theory of recovery, whether known or unknown, which the
      Company has, had or claims to have against any or all of the Russell
      Parties, or any member thereof, including but not limited to any and all
      claims which relate to, arise from, or are in any manner connected to (i)
      covenants, representations, warranties, obligations, liabilities, costs
      and expenses provided for in the Settlement Agreement, or any document
      referred to in or giving rise to the Settlement Agreement including, but
      not limited to, any promissory notes, guarantees, lines of credit
      agreements or other financing agreements, (ii) any business or personal
      relationship between the parties prior to the date of this Release, or
      (iii) other monetary or other valuable consideration claimed, whether
      accrued or not, from the beginning of time to the effective date of this
      Agreement.

            


    

    


    
      	
              8.

            	
              Each
      party represents and warrants that he has the authority to enter into and
      be bound by this Agreement.

            


    

    


    
      	
              9.

            	
              This
      Agreement constitutes and embodies the full and complete understanding of
      the parties hereto with respect to the subject matter hereof and
      supersedes all prior or contempora­neous understandings,
      agree­ments or representa­tions, whether oral or in writing, and
      all such agree­ments shall be and hereby are deemed canceled and
      terminated and the terms thereof shall be null and void and this Agreement
      shall be the sole agreement between the parties hereto.  This
      Agreement may only be amended, modified or changed by written instrument
      executed by all parties hereto.

            


    

    


    
      	
              10.

            	
              In
      the event that any provision of this Agreement is rendered or declared to
      be partially or wholly invalid, illegal or unenforceable by subsequent
      legislation or by decree of a court of last resort, then such provision
      shall be deemed to be modified or restricted to the extent necessary to
      make such provision valid, binding and enforceable or, if such a provision
      cannot be modified or restricted in such a manner so as to make such
      provision valid, binding and enforceable, then such provision shall be
      deemed to be excised from this Agreement and the validity, binding effect
      and enforceability of the remaining provisions of this Agreement shall not
      be affected or impaired in any manner and shall remain in full force and
      effect.

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      
ACCORD AND
SATISFACTION


    
      	
              11.

            	
              This
      Agreement shall be governed by, interpreted, performed and construed in
      accordance with the laws of the State of Arizona.  The State of
      Arizona, County of Maricopa shall be the jurisdiction, forum and venue for
      litigation, trial, arbitration or mediation of any dispute which may arise
      between the parties hereto concern­ing the formation, execution,
      performance or breach of this Agreement, or of any alleged tort arising
      from the transactions which form the subject matter
  hereof.

            


    

    


    
      	
              12.

            	
              This
      Agreement shall inure to the benefit of and be binding upon the parties
      hereto and their respective successors and
  assigns.

            


    

    


    
      	
              13.

            	
              Each
      of the parties agrees to execute, acknowl­edge and deliver all further
      instruments and documents and to take such further action as may be
      reason­ably required in order to effectuate the terms and purposes of
      this Agreement.

            


    

    


    
      	
              14.

            	
              Each
      of the parties hereto have independently consulted with legal counsel of
      its own selection in connection with the negotiation, preparation and
      execution of this Agreement, and is not relying upon the legal counsel of
      the other party in connection
herewith.

            


    

    


    
      	
              15.

            	
              Any
      duly executed facsimile copy of this Agreement shall be deemed to be, and
      shall be, legally effective as though it were an original, pending the
      subsequent exchange of hard copy originals or counterparts duly executed
      by the parties hereto as may be required by law or agreed to in writing by
      all of the Parties hereto.

            


    

    


    
      	
              16.

            	
              This
      Agreement may be executed in any number of counterparts, each of which
      when executed and delivered shall be deemed an original, but all of which
      shall together constitute one and the same
  instrument.

            


    

    


    EXECUTED
as of the date and year first above written.

    


    STUDIO
ONE MEDIA, INC.


    


    
      	 /s/  Preston
      Shea	 	 /s/
      Russell H. Ritchie
	 Preston
      J. Shea, President 	 	 Russell
      H. Ritchie, Individually
	 	 	 
	 	 	 
	 	 	 /s/
      Dale E. Riker
	 	 	 Dale
      E. Riker, Individually
	 	 	 
	 	 	 
	 	 	 CORNERSTONE
      WIRELESS  COMMUNICATIONS,
      LLC.
	 	 	 
	 	 	 By: /s/
      Russell H. Ritchie
	 	 	 Russell
      H. Ritchie
	 	 	 Title: President
	 	 	 
	 	 	 
	 	 	 SUNTINE
      ENTERPRISES, LLC
	 	 	 
	 	 	 By:
      /s/ Larry Kohler
	 	 	 Larry
      Kohler
	 	 	 Title:
      Manager
	 	 	 
	 	 	 
	 	 	
              FIDELITY
      INSURANCE COMPANY, LTD.

            
	 	 	
               FBO
      Account # SA 0456

            
	 	 	 
	 	 	 By:/s/
      Larry Kohler
	 	 	 Larry
      Kohler
	 	 	 Title:
      Manager


    

    


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