ex10-2.htm


    Exhibit
      10.2

     

    
      IN
        THE
        STATE COURT OF FULTON COUNTY

      


      STATE
        OF
        GEORGIA

       

       

       

       

      
        	CROWNE
                OFFICE SUITES, INC., AT	 *
	DOWNTOWN
                d/b/a CROWNE OFFICE SUITES,	 *
	INC.,
                AT PEACHTREE CENTER,	 *
	 	 *
	     Plaintiff   	 *
	 	 *
	vs.	 *
	 	 *
	WINSONIC
                DIGITAL MEDIA GROUP, LTD.,	 *
	 	 *
	Defendant.  	 *


      

       

      CONSENT
        ORDER

      


      The
        parties to this action having requested of this Court that it enter this
        Consent
        Order, and it appearing to this Court that the parties are acting in good
        faith
        and in compliance with the rules of this Court,

       

      IT
        IS HEREBY ORDERED as follows:

       

       

      1.

       

      Crowne
        Office Suites, Inc., at Downtown d/b/a Crowne Office Suites, Inc., at Peachtree
        Center, Plaintiff above (hereinafter, “Plaintiff”) initiated this action against
        Winsonic Digital Media Group, Ltd., Defendant above, (hereinafter, “Defendant”)
        to recover certain amounts claimed due pursuant to certain Office Sublease
        and
        Service Agreements (hereinafter “Lease Agreements”) copies of which are attached
        to Plaintiff’s Complaint and the Affidavit of Herbert H. Rudd submitted in
        support of Plaintiff’s Motion for Summary Judgment.

       

       

      2.

       

      In
        this
        case, Plaintiff seeks to receiver from Defendant damages on written consent
        in
        the principal amount of $50,193.69 plus pre-judgment interest thereon in
        the
        amount of $14,305.20 plus attorney’s fees in the amount of $8,394.05
        (collectively, the “Judgment Amount”).  Defendant admits that it was
        properly served with process in this matter and hereby waives any defenses
        and
        counterclaims it asserted or which it could have asserted in this matter,
        including any defenses regarding venue and jurisdiction.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      In
        order
        to avoid the uncertainties of litigation and the costs associated therewith,
        Plaintiff agrees to accept from Defendant in full satisfaction of the Judgment
        Amount, $20,000.00 in cash or readily available funds and $15,000.00 in the
        common stock of Winsonic Digital Media Group, Ltd., such stock being
“restricted” with “piggy back rights” pursuant to SEC Rule 144, and such stock
        to be valued pursuant to the value published on the NASD bulletin board under
        symbol “WDMG on Monday, October 8, 2007” (the “Settlement Amount”).

       

       

      3.

       

      The
        Settlement Amount will be paid to Plaintiff by Defendant in two installments
        as
        follows:

       

      
        	
                ·  

              	
                The
                  first installment of $10,000.00 cash or readily available funds
                  and
                  $15,000.00 in Winsonic Digital Media Group, Ltd.’s stock shall be
                  delivered to the office of Plaintiff’s counsel located at One Securities
                  Centre, Suite 300, 3490 Piedmont Road NE, Atlanta, GA 30305 by
                  close of
                  business Monday, October 8, 2007;
                  and

              


      

       

      
        	
                ·  

              	
                The
                  second installment of $10,000.00 cash or readily available funds
                  shall be
                  delivered to the office of Plaintiff’s counsel located at One Securities
                  Centre, Suite 300, 3490 Piedmont Road NE, Atlanta, GA 30305 by
                  close of
                  business Monday, November 5, 2007 (the “Final
                  Payment”).

              


      

       

      All
        checks or other instrument of payment delivered to the office of Plaintiff’s
        counsel should be made payable to Simpson Law Offices, LLP and all stock
        certificates delivered to the office of Plaintiff’s counsel shall be issued in
        the name of Crowne Office Suites, Inc., at Downtown.

       

      4.

       

      In
        the
        event Defendant fails to make any payments or to deliver any stock due to
        be
        paid or delivered by Defendant hereunder in strict compliance with the terms
        of
        this Consent Order and such failure shall continue for five (5) days after
        written notice from Plaintiff demanding cure of such failure, then and in
        that
        event, counsel for Plaintiff shall, without further notice to Defendant,
        submit
        an affidavit to this Court setting forth the Defendant’s default, the amounts
        received by Plaintiff under this Consent Order, the portion of the Judgment
        Amount which

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      remains
        outstanding at the time of said default, and upon receipt of said Affidavit,
        the
        Court shall, ex parte, enter Final Judgment against Defendant in favor
        of Plaintiff for the Judgment Amount less all amounts paid pursuant to this
        Consent Order, for purposes of calculating the remaining portion of the Judgment
        Amount, all stocks delivered pursuant to this Order shall be credited to
        the
        Judgment Amount as though it were cash having the sum value assigned to it
        on
        October 8, 2007, plus post-judgment interest on the remaining portion of
        the
        Judgment Amount at the legal rate.

       

      5.

       

      In
        the
        event any notice is required or requested to be given hereunder, such notice
        shall be made by first class mail, postage pre-paid and by facsimile and
        addressed as follows:

       

      If
        to
        Plaintiff:

       

      Thomas
        V. Keough

      Simpson
        Law Offices, LLP

      One
        Securities Centre, Suite
        300

      3490
        Piedmont Road NE

      Atlanta,
        GA 30305

      (404)
        266-9405

      


      If
        to
        Defendant:

       

      William
        K. Whitner, Esq.

      Paul,
        Hastings, Janofsky & Walker
        LLP

      600
        Peachtree Street NE, Suite
        2400

      Atlanta,
        GA 30308

      (404)
        685-5228

      


       

      Any
        notice given pursuant to this Consent Order shall be deemed effective upon
        dispatch and if either party wishes to change its Notice Address it may do
        so by
        serving notice pursuant to this paragraph on the other party.

       

      6.

       

      In
        the
        event Defendant pays all amounts due to be paid hereunder, and delivers all
        stock due to be delivered hereunder, in strict compliance with the terms
        of this
        Consent Order, then, and in that event, Defendant’s indebtedness to Plaintiff
        shall be deemed satisfied and Plaintiff shall dismiss this case with
        prejudice.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      7.

       

      Upon
        receipt and honor of the Final Payment by Plaintiff, in strict compliance
        with
        the terms of this Consent Order, Defendant shall have five (5) days to recover,
        at its cost, from The Crowne Centre, 235 Peachtree Road, Suite 400, Atlanta,
        GA
        30303 Defendant’s property that remained on the premises governed by the Lease
        Agreements, provided however that Plaintiff make no representations regarding
        type, quantity or condition of such property, and shall not be responsible
        to
        Defendant for the same.

       

      Continued
        on following page.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      8.

       

      The
        parties to this Consent Order have relied upon their own independent judgment
        and their own legal counsel, if any, and have freely executed this Consent
        Order
        with the fully understanding of the terms and conditions contained
        herein.  All prior agreements between the parties are hereby merged
        into this Agreement and no change, modification or amendment to this Consent
        Order shall be valid unless reduced to writing and signed by the parties
        or
        their legal representatives, if any.

       

      IT
        IS SO ORDERED this 4th day of October, 2007.

       

      


       

                             
         /s/Penny
        Brown-Reynolds
JUDGE,
        Penny
        Brown-Reynolds

      State
        Court of Fulton County, State of
        Georgia

      


      Prepared
        and Consented to By:

      


      
        	
                
                   
                    /s/ THOMAS V. KEOUGH
                    

                  

                

                THOMAS
                  V. KEOUGH

                Attorney
                  for Plaintiff

                State
                  Bar Number:  415745

                SIMPSON
                  LAW OFFICES, L.L.P.

                One
                  Securities Centre, Suite 300

                3490
                  Piedmont Road, NE

                Atlanta,
                  Georgia 30305

                (404)
                  266-2421

              	
                
                   
                    /s/ WILLIAM K. WHITNER

                    

                    WILLIAM K. WHITNER

                

                Attorney
                  for Defendant

                State
                  Bar Number:  756652

                PAUL,
                  HASTINGS, JANOFSKY & WALKER LLP

                600
                  Peachtree Street NE, Suite 2400

                Atlanta,
                  GA 30308

                (404)
                  815-2400

              


      

      
 

       

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