EXHIBIT
10.1

SETTLEMENT AGREEMENT AND RELEASE

This
Settlement Agreement and Mutual Release (Agreement) is dated as of February
9, 2011 between Plaintiff Insignia Systems, Inc. (Plaintiff), Scott Drill
(Drill) and Defendant News America Marketing In-Store L.L.C. (sued in the
Action (as defined below) as News America Marketing In-Store, Inc.)
(Defendant). Plaintiff, Drill and Defendant are collectively referred to
herein as the Parties.

RECITALS

WHEREAS,
Plaintiff filed a lawsuit against Defendant captionedInsignia Systems, Inc. v. News America
Marketing In-Store, Inc., United States District Court for
Minnesota, Civil No. 04-4213, to collect damages and seek injunctive relief
for,inter alia, alleged violations of federal and state antitrust laws,
unfair competition, and federal and state disparagement laws. Defendant filed a
counter-claim against Plaintiff and Drill. Collectively, the complaint,
included as amended, and the counterclaim are referred to herein as the
Action;

WHEREAS,
all claims by Plaintiff against Defendant, and by Defendant against Plaintiff
and Drill, have been vigorously contested, with all Parties denying any and all
liability to each other;

WHEREAS,
the Parties hereto desire to forever put to rest all disputes and claims
through the date of this Agreement;

NOW,
THEREFORE,in consideration of the foregoing and of the mutual
promises hereinafter set forth, the receipt and adequacy of which are hereby
acknowledged, the Parties agree as follows:

1.          Defendant
shall pay Plaintiff the sum of One Hundred Twenty Five Million Dollars
($125,000,000) (Settlement Amount), less the Four Million Dollar ($4,000,000)
payment owed by Plaintiff to Defendant under the Exclusive Selling Agreement
(as defined below) for a net payment to Plaintiff of One Hundred Twenty Million
Dollars ($121,000,000) (the Net Amount). The Net Amount is payable by the
Defendants as follows: the Net Amount shall be paid on February 10, 2011, by
wire transfer to [ * ].

*Indicates
confidential information which has been omitted and filed separately with the
Commission under Rule 24b-2.

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2.          Insignia
and News America shall enter into an exclusive selling arrangement consistent
with the terms attached hereto as Joint Exhibit A (the Exclusive Selling
Agreement). The Settlement Amount is not part of the consideration for the
Exclusive Selling Agreement. This Agreement, and any and all releases and
covenants not to sue, shall survive and remain in full force and effect and be
considered final and binding even if a dispute arises regarding the Exclusive
Selling Agreement, including but not limited to a dispute in which there are
claims that the Exclusive Selling Agreement has been breached, claims that the
Exclusive Selling Agreement should be declared void or claims that the
Exclusive Selling Agreement lacks consideration.

3.          Defendant
shall not seek to enforce any right of first refusal and/or right of last
refusal provision contained in any of its current agreements with retailers and
shall not include right of first refusal and/or right of last refusal
provisions in any agreement it reaches with any retailer in the future.
Similarly, Plaintiff shall not include right of first refusal and/or right of
last refusal provisions in any agreement it reaches with retailers in the
future.

4.          The
Parties mutually agree that they shall not do or say anything at any time which
is falsely disparaging to the other Parties.

5.          On
or before February 9, 2011, Plaintiff shall provide Defendant with a stipulated
order in the form of Exhibit B, dismissing the action with prejudice and
without costs. The Parties shall take all reasonable steps to have the order on
the stipulation entered.

6.          Each
Party shall bear its own expenses and attorneys fees in connection with the
Action.

7.          The
Parties agree that the United States District Court for Minnesota shall retain
jurisdiction over the Action to enforce this Agreement. Pursuant to 28 U.S.C. §
636, Fed.R.Civ.P. 53 and Local Rule 72.1, the Parties further agree and consent
to the appointment of the Honorable Arthur Boylan as the master to resolve all
disputes in accordance with procedures established by him. Accordingly,
concurrent with the execution of this Agreement, the Parties will exchange
executed copies of the stipulation substantially in the form attached hereto as
Exhibit C and Defendant will promptly file it with the Court. The Parties shall
take all reasonable steps to have the order on the stipulation entered.

8.          The
terms of the Protective Order as originally entered in the Action on or about
December 28, 2006 (the Protective Order) shall survive dismissal of the
Action and are hereby reaffirmed, including the provision that all Confidential
Material (as that term is defined in the Protective Order) shall be destroyed.
For the avoidance of doubt, the Parties agree that all Confidential Material
(including but not limited to discovery responses, documents and things
produced, depositions, summaries of the foregoing, and motion papers filed with
the Court consisting of, incorporating or attaching Confidential Material) that
are in the possession, custody or control of the Parties, their attorneys
and/or their experts and consultants shall be destroyed on or before March 30,
2011, except that outside counsel for the respective parties shall retain for a
period of six (6) years a copy of documents which formed a part of the court
record in the Action.

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9.          Except
for the Parties obligations under this Agreement and the Exclusive Selling
Agreement, each of Plaintiff and the Plaintiff Released Parties (as defined
below) hereby releases, remises, acquits, and forever discharges Defendant or
any of its past or present members, related or affiliated companies and any or
all of its respective officers, directors, shareholders, partners, servants,
employees, members, attorneys, accountants, agents, representatives,
affiliates, subsidiaries, parents, successors and assigns, whether in their
individual capacity or as principal or agent (collectively, the Defendant
Released Parties), from any and all manner of actions and causes of action,
suits, debts, obligations, contracts, torts, covenants, claims, rights of
contribution and/or indemnification, rights of subrogation, sums of money,
judgments, executions, liabilities, damages, interest, costs, expenses,
attorneys fees and legal costs, demands and rights whatsoever, contingent or
noncontingent, in law or in equity, known or unknown, of any kind or character,
from the beginning of time up to the date of this Agreement (collectively, the
Released Matters). Each of Plaintiff and the Plaintiff Released Parties
further promises, covenants and agrees not to sue, attempt to introduce as
evidence, or otherwise assert any of the Released Matters and/or the underlying
facts or conduct supporting the Released Matters against the Defendant or the
Defendant Released Parties in any court, governmental or regulatory body or
other proceedings.

10.          Except
for the Parties obligations under this Agreement and the Exclusive Selling
Agreement, each of Defendant and the Defendant Released Parties hereby
releases, remises, acquits and forever discharges Plaintiff or any of its past
or present members, related or affiliated companies and any or all of its
respective officers, directors, shareholders, partners, servants, employees,
members, attorneys, accountants, agents, representatives, affiliates,
subsidiaries, parents, successors and assigns, whether in their individual
capacity or as principal or agent (collectively, the Plaintiff Released
Parties), from any and all manner of actions and causes of action, suits,
debts, obligations, contracts, torts, covenants, claims, rights of contribution
and/or indemnification, rights of subrogation, sums of money, judgments,
executions, liabilities, damages, interest, costs, expenses, attorneys fees
and legal costs, demands and rights whatsoever, contingent or noncontingent, in
law or in equity, known or unknown, of any kind or character, from the
beginning of time up to the date of this Agreement (collectively, Released
Matters). Each of Defendant and the Defendant Released Parties further
promises, covenants and agrees not to sue, attempt to introduce as evidence, or
otherwise assert any of the Released Matters and/or the underlying facts or
conduct supporting the Released Matters against Plaintiff or Plaintiff Released
Parties in any court, governmental or regulatory body or other proceedings.

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11.          Except
for the Parties obligations under this Agreement, Drill hereby releases,
remises, acquits, and forever discharges Defendant and the Defendant Released
Parties from any and all manner of actions and causes of action, suits, debts,
obligations, contracts, torts, covenants, claims, rights of contribution and/or
indemnification, rights of subrogation, sums of money, judgments, executions,
liabilities, damages, interest, costs, expenses, attorneys fees and legal
costs, demands and rights whatsoever, contingent or noncontingent, in law or in
equity, known or unknown, of any kind or character, from the beginning of time
up to the date of this Agreement (collectively, Released Matters). Drill
further promises, covenants and agrees not to sue, attempt to introduce as
evidence, or otherwise assert any of the Released Matters and/or the underlying
facts or conduct supporting the Released Matters against Defendant or any
Defendant Released Parties in any court, governmental or regulatory body or
other proceedings.

12.          Except
for the Parties obligations under this Agreement, each of Defendant and
Defendant Released Parties hereby releases, remises, acquits and forever
discharges Drill from any and all manner of actions and causes of action,
suits, debts, obligations, contracts, torts, covenants, claims, rights of
contribution and/or indemnification, rights of subrogation, sums of money,
judgments, executions, liabilities, damages, interest, costs, expenses,
attorneys fees and legal costs, demands and rights whatsoever, contingent or
noncontingent, in law or in equity, known or unknown, of any kind or character,
from the beginning of time up to the date of this Agreement (collectively,
Released Matters). Each of Defendant and Defendant Released Parties further
promises, covenants and agrees not to sue, attempt to introduce as evidence, or
otherwise assert any of the Released Matters and/or the underlying facts or
conduct supporting the Released Matters against Drill in any court,
governmental or regulatory body or other proceedings.

13.          Plaintiff
and Defendant hereby warrant and represent to the other that they have not
assigned or transferred, or purported to assign or transfer, to any person or
entity, any rights, claims, counterclaims, obligations, demands, damages,
actions or causes of action that they may have against the other, including but
not limited to rights, claims or damages arising out of or related in any way
to the Action. Plaintiff and Defendant hereby represent and warrant that there
are no other pending actions or claims by Plaintiff against Defendant, or by
Defendant against Plaintiff.

14.          Drill
and Defendant hereby warrant and represent to the other that they have not
assigned or transferred, or purported to assign or transfer, to any person or
entity, any rights, claims, counterclaims, obligations, demands, damages,
actions or causes of action that they may have against the other, including but
not limited to rights, claims or damages arising out of or related in any way
to the Action. Drill and Defendant hereby represent and warrant that there are
no other pending actions or claims by Drill against Defendant, or by Defendant
against Drill.

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15.          The
Parties understand and agree that this Agreement, and the Parties obligations
and payments made hereunder, are entered into and done solely to compromise
disputed claims, and shall not constitute an admission of liability on the part
of any Party. Further, this Agreement, the Parties obligations hereunder, and
payments made hereunder, shall not be offered into evidence in any proceedings
by any Party hereto, except as necessary in an action to enforce the terms
hereof.

16.          This
Agreement, including the exhibits hereto, is the entire, integrated agreement
between the Parties, and any and all discussions, understandings, and
agreements heretofore had by the Parties with respect to the subject matter
hereof are merged into this Agreement, which alone fully and completely
expresses the Parties agreement, except as set forth in the other documents
executed by the Parties. No amendments, waivers, or termination can be made
except in a writing signed by each of the Parties.

17.          This
Agreement shall be governed by and construed in accordance with the laws of the
State of Minnesota, without regard to the conflicts of law provisions thereof.

18.          Other
than to announce that the parties have amicably settled the Action, neither
party hereto nor its attorneys shall disclose to any third party any
information with respect to the terms and provisions of this Agreement except:
(i) to the extent necessary to comply with the law or a valid order of a court
of competent jurisdiction, in which event(s) the party making such disclosure
shall so notify the other as promptly as practicable (if possible, prior to
making such disclosure), and shall seek confidential treatment of such
information and/or in camera review, (ii) to the extent necessary to comply
with the S.E.C. or other regulatory authorities or similar disclosure
requirements under any applicable laws, (iii) as part of its normal business
activities or reporting or review procedures to its parent and affiliated
companies (other than Valassis), banks, auditors, attorneys, accountants,
insurers and similar professionals, provided, however, that such companies,
banks, auditors, attorneys, accountants, insurers and similar professionals
agree to be bound by the provisions of this paragraph, (iv) as required by the
Internal Revenue Service or by any state tax authority, and (v) in any
proceeding to enforce this Agreement.

19.          All
confidential information that the parties disclose to each other pursuant to
the Settlement Agreement or Exclusive Selling Agreement, including but not limited
to the terms of their respective agreements with retailers, shall be kept
confidential by the receiving party and not shared with any competitors,
including Valassis. The receiving party shall treat the other partys
confidential information with the same care and take the same precautions that
the receiving party uses to maintain the confidentiality of their own
confidential and competitively sensitive documents and information.

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20.          No
provision of this Agreement may be waived, amended, supplemented, terminated or
repealed in whole or in part, except only by the written consent of all
Parties. Any waiver, amendment or supplement agreed to by the Parties will
apply only to the instance or circumstance expressly provided therein, and not
to any other instance or circumstance, whether similar or dissimilar.

21.          The
Parties each represent and warrant to the other that the persons executing this
Agreement on their respective behalves are authorized to do so. All terms and
conditions of this Agreement are binding upon and will inure to the benefit of
the Parties and their respective members, transferees, successors and assigns.
Plaintiff acknowledges that it sought and obtained approval to enter into this
settlement from its board of directors. Defendants acknowledge that they sought
and obtained approval to enter into this settlement from the board of directors
of News Corp. No provision of this Agreement gives any third persons any right
of subrogation or action against any party hereto. All representations,
warranties, indemnities, covenants and agreements in this Agreement shall
survive execution and delivery of this Agreement and continue to be binding.

22.          It
is agreed that this Agreement was prepared by counsel for each of the Parties
hereto. Each of the Parties acknowledges that each signed this document
voluntarily, without duress, undue influence or oppression and each represents
to the other that it acts voluntarily and with full advice of counsel. Each
Party recognizes and acknowledges that its knowledge may not be full and
complete. Each Party elects to assume the risk of partial knowledge and elects
to settle on the terms stated herein. Each Party further acknowledges to the
other that it does not rely upon any representations of any kind or character
made by or on behalf of the other, including by way of illustration and not of
limitation, any representation about the nature or extent of any claims,
demands, damages, rights or defenses which one Party may have against the other
Parties, and that no Party relies upon any representations of the other
Parties, its officers, agents, directors, employees or attorneys in entering
into this Agreement, except as set forth in this Agreement. Each Party
acknowledges that the consideration received has been actual and adequate. This
Agreement may be executed in counterparts and facsimile copies of signatures
shall be treated as originals for all purposes.

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IN WITNESS
WHEREOF, this Agreement was executed the 9th day of February, 2011.

INSIGNIA
SYSTEMS, INC.

By: /s/
Scott Drill

Its: CEO

SCOTT DRILL

/s/ Scott Drill

NEWS AMERICA
MARKETING IN-STORE SERVICES L.L.C.

By: /s/
Eugenie Gavencek

Its: Senior
Vice President

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|                             |           | 
|---------------------------- | --------- | 
|FOR SETTLEMENT PURPOSES ONLY | EXHIBIT A | 

CONFIDENTIAL  TO BE DISTRIBUTED ON AN AS NEEDED BASIS ONLY

INSIGNIA NEWS AMERICA MARKETING

TERM SHEET

February 9, 2011

|      |                                                                                                                                                                                                                                                                                                                                               
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.    | Exclusive
 Selling Agent. Insignia will purchase the exclusive
 selling rights for placement of a sign with price (includingNAMs
 Price Pop Guaranteed product) for the Term (defined below)in NAMs
 network of retailers for a purchase price equal to $4,000,000. The amount
 of $4,000,000 may be subtracted from the settlement payment.
|      |                                                                                                                                                                                                                                                                                                                                               
|[ * ]
|      |                                                                                                                                                                                                                                                                                                                                               
|2.    | Term.
 The initial term (Term) of the agreement shall be for a period of ten (10)
 years. The term may be extended upon mutual agreement of the parties.                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                               
|[ * ]

*Indicates
confidential information which has been omitted and filed separately with the
Commission under Rule 24b-2.

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EXHIBIT B

UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA

|                        |   |                                                
|----------------------- | - | -----------------------------------------------
|                        | : |                                                
|INSIGNIA SYSTEMS, INC., | : | Civil No. 04 4213 (JRT/AJB)                    
|                        | : |                                                
|Plaintiff,              | : |                                                
|                        | : | STIPULATED ORDER DISMISSING CASE WITH PREJUDICE
|v.                      | : |                                                
|                        | : | Judge: Hon.
 John R. Tunheim                   
|NEWS AMERICA MARKETING  | : |                                                
|IN-STORE, INC.,         | : | Complaint
 Filed: Sept. 23, 2004               
|                        | : | Trial Date:
 February 7, 2011                  
|Defendant.              | : |                                                
|                        | : |                                                

STIPULATION TO DISMISS CASE WITH PREJUDICE

Plaintiff
Insignia Systems, Inc., on the one hand, and Defendant News America Marketing
In-Store L.L.C. (sued in the Action as News America Marketing In-Store, Inc.),
on the other hand, by and through their attorneys of record (collectively, the
Parties), hereby AGREE AND STIPULATE that the above-captioned case, together
with all of Plaintiffs claims against Defendant which are contained therein or
which could have been contained therein as of the date of this Stipulation, is
hereby DISMISSED WITH PREJUDICE, with each party to bear its own costs.

The
Parties further AGREE AND STIPULATE that the Protective Order filed in the
above-captioned case shall remain in effect and govern the conduct of the
Parties, including the provision that all Confidential Material (as that term
is defined in the Protective Order) shall be destroyed. For the avoidance of
doubt, the Parties STIPULATE AND AGREE that all Confidential Material
(including but not limited to discovery responses, documents and things
produced, depositions, summaries of the foregoing, and motion papers filed with
the Court incorporating or attaching Confidential Material) that are in the
possession, custody or control of the Parties, their attorneys and/or their
experts and consultants shall be destroyed on or before March 30, 2011.

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I STIPULATE TO ENTRY OF THE ABOVE ORDER:

|                                                                                                                                                                                                                                                                   |  |                                                                                                                                                                                                                                                                                                                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dated: February
 9, 2011By: /s/ Stephen A. Wood
 Stephen A. Wood
 KELLEY DRYE & WARREN LLP
 333 West Wacker Drive
 Suite 2600
 Chicago, IL 60606
 Phone: (312) 857-2311 
 Fax: (312) 857-7095swood@kelleydrye.com
 Attorneys for Plaintiff
 Insignia Systems, Inc. |  | Dated: February
 9, 2011
 By: /s/ Richard L. Stone
 Richard L. Stone (pro hac vice)
 HOGAN LOVELLS US LLP
 1999 Avenue of the Stars
 Suite 1400
 Los Angeles, CA 90067
 (310) 785-4600 (phone)
 (310) 785-4601 (facsimile)richard.stone@hoganlovells.com
 Attorneys for Defendant 
 News America Marketing In-Store, Inc

30

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UNITED STATES DISTRICT COURT
DISTRICT OF MINNESOTA

|                        |   |                                                
|----------------------- | - | -----------------------------------------------
|                        | : |                                                
|INSIGNIA SYSTEMS, INC., | : | Civil No. 04 4213 (JRT/AJB)                    
|                        | : |                                                
|Plaintiff,              | : |                                                
|                        | : | STIPULATED ORDER DISMISSING CASE WITH PREJUDICE
|v.                      | : |                                                
|                        | : | Judge: Hon.
 John R. Tunheim                   
|NEWS AMERICA MARKETING  | : |                                                
|IN-STORE, INC.,         | : |                                                
|                        | : | Complaint
 Filed: Sept. 23, 2004               
|Defendant.              | : | Trial Date:
 February 7, 2011                  
|                        | : |                                                

ORDER DISMISSING CASE WITH PREJUDICE

IT
IS HEREBY ORDERED that that the above-captioned case, together with all of
Plaintiffs claims against Defendant which are contained therein or which could
have been contained therein as of the date of this Stipulation, is hereby
DISMISSED WITH PREJUDICE, with each party to bear its own costs.

IT
IS FURTHER ORDERED that the Protective Order filed in the above-captioned case
shall remain in effect and govern the conduct of the Parties. Confidential
Material (including but not limited to discovery responses, documents and
things produced, depositions, summaries of the foregoing, and motion papers
filed with the Court incorporating or attaching Confidential Material) that are
in the possession, custody or control of the Parties, their attorneys and/or their
experts and consultants shall be destroyed on or before March 30, 2011.

IT IS SO ORDERED.

|                           |  |                              
|-------------------------- |  | -----------------------------
|Date: February 10, 2011    |  | s/
 John R. Tunheim          
|at Minneapolis, Minnesota. |  | JOHN
 R. TUNHEIM             
|                           |  | United
 States District Judge

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EXHIBIT C

UNITED
STATES DISTRICT COURT
DISTRICT OF MINNESOTA

|                        |   |                                 
|----------------------- | - | --------------------------------
|                        | : |                                 
|INSIGNIA SYSTEMS, INC., | : | Civil No. 04 4213 (JRT/AJB)     
|                        | : |                                 
|Plaintiff,              | : |                                 
|                        | : | STIPULATION TO APPOINT MASTER   
|v.                      | : |                                 
|                        | : | Judge: Hon.
 John R. Tunheim    
|NEWS AMERICA MARKETING  | : |                                 
|IN-STORE, INC.,         | : |                                 
|                        | : | Complaint
 Filed: Sept. 23, 2004
|Defendant.              | : | Trial Date:
 February 7, 2011   
|                        | : |                                 

STIPULATION
TO APPOINT MASTER

Plaintiff
Insignia Systems, Inc. and former counter-defendant Scott Drill, on the one
hand, and Defendant News America Marketing In-Store, Inc., on the other hand,
by and through their attorneys of record (collectively, the Parties), hereby
AGREE AND STIPULATE, subject to the approval of the Court, that the United
States District Court of Minnesota shall retain jurisdiction to enforce the Parties
settlement agreement and Exclusive Selling Agreement entered on February 9,
2011, and the Honorable Arthur J. Boylan shall serve as a special master
pursuant to 28 U.S.C. § 636, Fed.R.Civ.P. 53 and Local Rule 72.1 to enforce and
interpret the Parties settlement agreement and Exclusive Selling Agreement
attached as Exhibit A to the parties settlement agreement.

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I STIPULATE TO ENTRY
OF THE ABOVE ORDER:

|                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                                                                                                                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dated: February
 9, 2011
 By: /s/ Stephen A. Wood
 Stephen A. Wood
 KELLEY DRYE & WARREN LLP
 333 West Wacker Drive
 Suite 2600
 Chicago, IL 60606
 Phone: (312) 857-2311 
 Fax: (312) 857-7095swood@kelleydrye.com
 Attorneys for Plaintiff
 Insignia Systems, Inc.
 and Scott Drill |  | Dated: February
 9, 2011
 By: /s/ Richard L. Stone
 Richard L. Stone (pro hac vice)
 HOGAN LOVELLS US LLP
 1999 Avenue of the Stars
 Suite 1400
 Los Angeles, CA 90067
 (310) 785-4600 (phone)
 (310) 785-4601 (facsimile)richard.stone@hoganlovells.com
 Attorneys for Defendant 
 News America Marketing In-Store, Inc

33

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UNITED
STATES DISTRICT COURT
DISTRICT OF MINNESOTA

|                        |   |                                           
|----------------------- | - | ------------------------------------------
|                        | : |                                           
|INSIGNIA SYSTEMS, INC., | : | Civil No. 04 4213 (JRT/AJB)               
|                        | : |                                           
|Plaintiff,              | : |                                           
|                        | : | STIPULATED ORDER TO APPOINT SPECIAL MASTER
|v.                      | : |                                           
|                        | : | Judge: Hon.
 John R. Tunheim              
|NEWS AMERICA MARKETING  | : |                                           
|IN-STORE, INC.,         | : |                                           
|                        | : | Complaint
 Filed: Sept. 23, 2004          
|Defendant.              | : | Trial Date:
 February 7, 2011             
|                        | : |                                           

ORDER
APPOINTING MASTER

IT
IS ORDERED that the United States District Court for Minnesota shall retain
jurisdiction to enforce the Parties settlement agreement and Exclusive Selling
Agreement entered on February 9, 2011, and pursuant to 28 U.S.C. § 636,
Fed.R.Civ.P. 53 and Local Rule 72.1, the Honorable Arthur J. Boylan is hereby
designated to serve as a special master for any disputes that arises between
the parties regarding enforcement or interpretation of the Parties settlement
agreement and Exclusive Selling Agreement appended as Exhibit A to the parties
settlement agreement.

IT IS SO ORDERED.

|                           |  |                              
|-------------------------- |  | -----------------------------
|Date: February 10, 2011    |  | s/
 John R. Tunheim          
|at Minneapolis, Minnesota. |  | JOHN
 R. TUNHEIM             
|                           |  | United
 States District Judge

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