ex10-1.htm


    Exhibit
      10.1

     

    
      


      SETTLEMENT
        AGREEMENT

      AND
        MUTUAL RELEASE

       

      This
        Confidential Settlement Agreement and Mutual Release (“Agreement”) is
        dated as of October 5, 2007 and is hereby entered into between NANA YALLEY
        (“Yalley”), and WINSONIC DIGITAL MEDIA GROUP,
        LTD (“Winsonic” or the
“Company”).

       

      RECITALS

       

      WHEREAS,
        certain claims and disputes between the parties have arisen as a result of
        certain acts and occurrences which are the subject of a civil action (“Civil
        Action”) styled, Nana Yalley v. Winsonic Digital Media Group, Ltd; Case
        No. A529885, currently pending before the Eighth Judicial District Court
        in the
        State of Nevada, Department 13; and

       

      WHEREAS,
        the parties, without conceding or admitting liability, conclude that it serves
        their respective interests to avoid the expenditure of additional time, effort
        and resources in litigating their disputes and in continuing the Civil Action,
        and that they now wish to fully, finally and forever settle and compromise
        their
        claims and disputes against each other, including but not limited to any
        and all
        claims to attorneys fees, costs and other expenses, and to release, discharge
        and terminate all claims, demands, controversies, suits, causes of action,
        damages, rights, liabilities and obligations which the parties may have against
        each other, including but not limited to, the claims and counterclaims set
        forth
        in the Civil Action, which either have been asserted or which could have
        been
        asserted.

       

      NOW,
        THEREFORE, in consideration of the following terms, covenants and conditions
        set
        forth herein, the parties hereby agree as follows:

       

      SETTLEMENT
        TERMS

       

      1.  Simultaneously
        with the execution of this Agreement, Winsonic shall issue to Yalley one
        million, eight hundred sixty four thousand, two hundred and eighty-six
        (1,864,286) restricted shares of common stock of the Company.

       

      
        	
                 

              	
                a.

              	
                These
                  shares are being issued with a Restrictive Legend expiration date
                  of
                  December 9, 2007.

              


      

       

      
        	
                 

              	
                b.

              	
                The
                  issuance of these shares has been approved by the Board of Directors
                  of
                  Winsonic, as evidenced by the Written Consent of the Board of Directors
                  attached hereto as Exhibit “A”.

              


      

       

      
        	
                 

              	
                c.

              	
                Simultaneously
                  with the execution of this Agreement, Winsonic and its counsel
                  shall
                  execute, and will cause to be delivered to Pacific Stock Transfer
                  Company
                  (“Pacific”) within three (3) business days following the
                  execution of this Agreement the Opinion Letter attached
                  hereto as Exhibit “B.”

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
        	
                 

              	
                Simultaneously
                  with the execution of this Agreement, Winsonic shall issue to Yalley
                  one
                  hundred thousand (100,000) restricted shares of common stock of
                  the
                  Company.

              


      

       

      
        	
                 

              	
                a.

              	
                These
                  shares are being issued with a Restrictive Legend expiration date
                  of
                  October 5, 2009.

              


      

       

      
        	
                 

              	
                b.

              	
                The
                  issuance of these shares has been approved by the Board of Directors
                  of
                  Winsonic, as evidenced by the Written Consent of the Board of Directors
                  attached hereto as Exhibit “A”.

              


      

       

      
        	
                 

              	
                c.

              	
                Simultaneously
                  with the execution of this Agreement, Winsonic and its counsel
                  shall
                  execute, and will cause to be delivered to Pacific Stock Transfer
                  Company
                  (“Pacific”) within three (3) business days following the
                  execution of this Agreement the Opinion Letter attached
                  hereto as Exhibit “C”.

              


      

       

      3.           Simultaneously
        with the execution of this Agreement, Winsonic shall issue to Yalley an Option
        to purchase five hundred thousand (500,000) shares of restricted common stock
        of
        the Company at the price of one dollar ($1.00) per share.  The
        purchase Option shall vest immediately and Yalley shall have the right to
        exercise the purchase option up to December 9, 2010.

       

      
        	
                 

              	
                a.

              	
                The
                  issuance of this purchase Option has been approved by the Board
                  of
                  Directors of Winsonic, as evidenced by the Written Consent of the
                  Board of
                  Directors attached hereto as Exhibit
“A”.

              


      

       

      4.           Simultaneously
        with the execution of this Agreement, Yalley, Winsonic, and Pacific shall
        execute the Stipulation and Order for Dismissal attached hereto as Exhibit
        “D”.  Upon the issuance of the shares detailed in Paragraphs 1 and 2
        herein and confirmation from Pacific that it has received the letters detailed
        in Paragraphs 1(c) and 2(c) herein, Yalley shall file the executed Stipulation
        and Order for Dismissal.

       

      5.           The
        parties shall bear their own costs, attorneys' fees and expenses incurred
        in and
        as a result of the Civil Action.

       

      6.           Yalley
        and Winsonic hereby release and forever discharge each other from any and
        all
        claims for relief, losses, causes of action, costs, interest, expenses,
        attorneys fees, liabilities, duties and obligations of any kind or nature
        whatsoever, at law or in equity, whether known or unknown, fixed or contingent,
        arising out of their dispute or any other cause whatsoever occurring prior
        to
        the date of the execution of this Agreement.

       

      7.           Yalley
        and Winsonic acknowledge that this Agreement is a compromise settlement between
        them, and is not an admission of liability as to any claim, and that this
        Agreement is a means of avoiding further litigation.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      8.           Nothing
        in this Agreement expresses or implies an intention on the part of Yalley
        or
        Winsonic to confer upon any person, any rights or remedies by reason of any
        term, provision, condition, undertaking, warranty, representation or agreement
        contained herein.

       

      9.           In
        the event it is necessary for either Yalley or Winsonic to institute an action
        to interpret or enforce this Agreement, or to preclude the purported violation
        of this Agreement, the prevailing party in such action shall be entitled
        to
        reimbursement of reasonable costs, expenses and attorneys fees.

       

      10.           This
        Agreement is made pursuant to and shall be governed by the laws of the State
        of
        Nevada.

       

      11.           This
        Agreement contains the entire understanding between Yalley and Winsonic in
        connection with the subject matter discussed herein.  It is expressly
        acknowledged and recognized by the parties that there are no other oral or
        written agreements between the parties, and that this Agreement may be modified,
        cancelled, supplemented or discharged only in a subsequent writing signed
        by the
        parties.

       

      12.           This
        Agreement is a result of negotiations, and, as such, shall be deemed to have
        been jointly prepared by the parties.

       

      13.           The
        normal rule of construction to the effect that any ambiguities are to be
        resolved against the drafting party shall not be employed in the interpretation
        of this Agreement or of any amendments or exhibits to this
        Agreement.

       

      14.           Yalley
        and Winsonic each warrant and acknowledge that they have been fully advised
        by
        legal counsel concerning the Agreement and they are relying fully upon their
        own
        judgment and advice of such counsel.

       

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      15.           This
        Agreement may be executed in counterparts and delivered by facsimile with
        the
        same force and effect as if all signatures were set forth in a single
        instrument.

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        set
        forth above.

       

      
        	
                 

                 

                 

                By:     /s/
                  Nana
                  Yalley                                                                                                                              
                  

                NANA
                  YALLEY

                 

                 

                AS
                  REVIEWED BY:

                 

                GORDON
                  & SILVER, LTD.

                 

                By:/s/
                  Joel
                  Schwarz                                                                                                                                   
                  

                ERIC
                  R. OLSEN

                Nevada
                  Bar No. 3127

                JOEL
                  Z. SCHWARZ

                Nevada
                  Bar No. 9181

                3960
                  Howard Hughes Parkway, 9th
                  Floor

                Las
                  Vegas,
                  NV  89109

                Attorneys
                  for
                  Plaintiff

                NANA
                  YALLEY

                 

              	
                WINSONIC
                  DIGITAL MEDIA GROUP, LTD.

                 

                 

                By:    
                  /s/ Winston
                  Johnson                                                                                                                                        

                 

                 

                 

                AS
                  REVIEWED BY:

                 

                PAUL
                  HASTINGS, LLP

                 

                By:     /
                  s/ William K.
                  Whitner                                                                                                                                      

                 WILLIAM
                  K.
                  WHITNER