ex10-2.htm


    Exhibit 10.2


     

    SETTLEMENT
      AGREEMENT AND
      GENERAL RELEASE

    


    


    THIS
      SETTLEMENT AGREEMENT AND GENERAL
      RELEASE (“Agreement”) is made and entered into as of January 17,
      2008,  by and between plaintiff Rosemary Nguyen (“Plaintiff” or
“Nguyen”) on the one hand, and defendants Winston Johnson (“Johnson”) and
      WinSonic Digital Media Group, Inc. (“WinSonic”) (collectively, “Defendants”) on
      the other hand.  This Agreement also will refer to Plaintiff and
      Defendants individually as “Party” and to Plaintiff and Defendants collectively
      as “Parties.”

    


    RECITALS

    


    A. WinSonic
      became indebted to Plaintiff
      as of September 3, 2004, in the amount of $600,000 plus 80,000 shares of
      WinSonic stock.  As of November 20, 2004, the cash portion of that
      obligation remained $432,896.62 which together with accrued interest thereon
      is
      acknowledged by the parties to total $580,986.97 (the “Cash Obligation”) and
      which together with the 80,000 shares is the total obligation to Nguyen (the
      “Obligation”).

     

    B. Disputes
      have arisen amongst the
      Parties related to payments due pursuant to the Obligation.

     

    C. On
      August 1, 2007, Plaintiff filed
      claims in the Superior Court of California, Orange County, against Defendants
      (the “Lawsuit”).

     

    D. In
      order to avoid the time and expense
      of further litigation, Plaintiff and Defendants wish to settle and resolve,
      fully and finally, all differences between them, including but not limited
      to
      settling and resolving the Lawsuit, as well as any and all matters arising
      out
      of or related in any way to the Lawsuit, the settlement thereof, the Obligation,
      and any other dealings or contacts between Defendants and
      Plaintiff.

     

    E. Except
      for the Lawsuit as described
      above, Plaintiff represents that she has not filed any other claims, charges,
      complaints, lawsuits or appeals of any kind, in any court or administrative
      body, against either or both of the Defendants.

     

    NOW,
      THEREFORE, for good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      Plaintiff and Defendants agree as follows:

     

    1. Terms.

     

    The
      Parties agree as follows:

     

    a.           
      Within five (5) days of the execution of this Agreement, WinSonic will issue
      to
      Plaintiff 80,000 shares of company stock which shall be deemed to be fully
      paid
      for and vested as of November 20, 2004. WinSonic agrees promptly to provide
      an
      opinion letter of

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    corporate
      counsel and execute such other and further documents as may be necessary on
      the
      part of WinSonic to remove any restrictions and cause such shares to be free
      trading.

     

    b.           
      Concurrently with, and in addition to the 80,000 shares which are to be free
      trading, WinSonic will issue 1,996,521 shares of restricted stock, the number
      of
      which shares shall have been calculated by dividing the Cash Obligation by
      the
      average trading price of the shares for the ten trading days immediately
      preceding the effective date of this Agreement (the “Share Price”) calculated to
      be $0.485, and then applying a 40% discount to the Share Price.

     

    c.           
      Simultaneous with the execution of this Agreement, the Parties shall enter
      into
      the Repurchase Rights Agreement attached hereto as Exhibit 1.

    


    2. Dismissal
      with Prejudice by
      Plaintiff

    


    Within
      seven (7) days of Plaintiff’s
      receipt of the Shares pursuant to paragraph 1 above and a fully executed copy
      of
      this Agreement, Plaintiff agrees to dismiss, with prejudice, the Lawsuit and
      any
      other pending claims, charges or complaints against
      Defendants.  Plaintiff agrees to have her counsel execute and deliver
      for filing such dismissal of the Lawsuit to William K Whitner of Paul, Hastings,
      Janofsky & Walker LLP, 600 Peachtree Street, N.E., Suite 2400, Atlanta,
      Georgia 30308.

    


    3. Mutual
      General
      Releases.

     

    a. Plaintiff’s
      Release:  As a
      material inducement to Defendants to enter into this Agreement, Plaintiff and
      her successors, assigns, agents, employees, representatives, attorneys and
      accountants, irrevocably and unconditionally release, acquit and forever
      discharge Defendants, and each of them, as well as each of Defendants’
successors, assigns, agents, employees, representatives, attorneys and
      accountants (hereafter collectively, “Defendants and their Releasees”), and the
      corporate defendants named in the Lawsuit from any and all charges, claims,
      liabilities, obligations, promises, agreements, damages, actions, causes of
      action, suits, demands, costs, losses, debts and expenses (including attorneys’
fees and costs actually incurred) of any nature whatsoever, known or unknown,
      suspected or unsuspected (collectively, “Claims”), including, but not limited
      to, all Claims arising from or relating to (a) Lawsuit; (b) Defendants’
dealings with or contacts with Plaintiff and her heirs, assigns, agents,
      employees, representatives, attorneys and accountants; and (c) any matters
      which
      are or could have been asserted by Plaintiff and her heirs, assigns, agents,
      employees, representatives, attorneys and accountants in the
      Lawsuit.  Nothing contained in this paragraph or anywhere in this
      Agreement, however, shall be deemed to release Defendants, or either of them,
      from any breach of this Agreement, default under the Agreement, or any material
      misrepresentation or omission made in this Agreement.

     

    b. Defendants’
Release:  As
      a
      material inducement to Plaintiff to enter into this Agreement, Defendants and
      their respective successors, assigns, agents, employees, representatives,
      attorneys and accountants, irrevocably and unconditionally release, acquit
      and
      forever discharge Plaintiff, as well as each of Plaintiff’s agents, attorneys
      and 

     

    


    
      
        
          
          

        

        
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    accountants
      (hereafter collectively, “Plaintiff and her Releasees”), from any and all
      charges, claims, liabilities, obligations, promises, agreements, damages,
      actions, causes of action, suits, demands, costs, losses, debts and expenses
      (including attorneys’ fees and costs actually incurred) of any nature
      whatsoever, known or unknown, suspected or unsuspected (collectively, “Claims”),
      including, but not limited to, all Claims arising from or relating to any
      matters which are or could have been asserted by Defendants and their respective
      successors, assigns, agents, employees, representatives, attorneys and
      accountants, arising out of or related to (a) the Lawsuit; (b) Plaintiff’s
      dealings with or contacts with Defendants and their respective successors,
      assigns, agents, employees, representatives, attorneys and accountants; and
      (c)
      any matters which are or could have been asserted by Defendants and their
      respective successors, assigns, agents, employees, representatives, attorneys
      and accountants in the Lawsuit.  Nothing contained herein, however,
      shall be deemed to release Plaintiff from any breach of this Agreement or any
      material misrepresentation or omission in this Agreement.

     

    4.           
      Unknown
      Claims.

     

    Plaintiff
      and Defendants each acknowledge and agree that, as a condition of this
      Agreement, they expressly release all claims that they know about as well as
      those they may not know about.  Plaintiff and Defendants expressly
      waive all rights under Section 1542 of the Civil Code of the State of
      California, which provides as follows:

     

    A
      general
      release does not extend to claims which the creditor does not know or suspect
      to
      exist in his favor at the time of executing the release, which if known by
      him
      must have materially affected his settlement with the debtor.

     

    Notwithstanding
      the provisions of Section 1542, and for the purpose of implementing a full
      and
      complete release and discharge of Defendants and their Releasees, Plaintiff
      expressly acknowledges that this Agreement is intended to include, and does
      include, in its effect, without limitation, all claims which Plaintiff and
      her
      heirs, assigns, agents, employees, representatives, attorneys and accountants
      do
      not know or suspect to exist in their favor against Defendants and their
      Releasees at the time Plaintiff executes this Agreement; and that this
      settlement expressly contemplates the extinguishment of all such
      claims.

     

    Notwithstanding
      the provisions of Section 1542, and for the purpose of implementing a full
      and
      complete release and discharge of Plaintiff and her Releasees, Defendants,
      and
      each of them, expressly acknowledge that this Agreement is intended to include
      and does include in its effect, without limitation, all Claims which Defendants
      and their successors, assigns, agents, employees, representatives, attorneys
      and
      accountants do not know or suspect to exist in their favor against Plaintiff
      and
      her Releasees at the time they each execute

     

    


    
      
        
          
          

        

        
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    this
      Agreement; and that this settlement expressly contemplates the extinguishment
      of
      all such claims.

     

    5.           
      Non-Admission of
      Liability or Wrongdoing.

     

    The
      execution of this Agreement will not constitute, nor should it be construed
      as,
      an admission by any Party hereto that such Party has engaged in any wrongful
      conduct toward the other Party or any other person.  The Parties
      specifically deny any liability to or any wrongful conduct against the other
      Party, or any other person, on the part of themselves or their attorneys,
      employees, or agents.

     

    6.           
      No
      Representations.

     

    The
      Parties represent and agree that no promises, statements or inducements have
      been made to them which caused them to execute this Agreement, other than those
      expressly stated in this Agreement.

     

    7.           
      Adequate Time to Review Agreement and Consult with Counsel.

     

    The
      Parties each acknowledge that (a) she, he or it has been given a reasonable
      period of time to review and consider this Agreement; (b) she, he or it has
      been
      encouraged to consult with an attorney of his/her or its choice concerning
      his/her or its rights and this Agreement, (c) she, he or it has thoroughly
      discussed all aspects of this Agreement and his/her or its rights with his/her
      or its own attorneys to the full extent she, he or it wanted to do so, (d)
      she,  he or it understands he/she or it is waiving legal rights and
      claims by executing this Agreement, (e) she, he or it has carefully read and
      fully understands this Agreement, and (f) she, he or it is voluntarily executing
      this Agreement.

     

    8.           
      Ownership of
      Claims.

     

    The
      Parties each represent and agree that he/she or it has not assigned or
      transferred, or attempted to have assigned or transferred, to any person or
      entity, any of the Claims that are being released in this
      Agreement.

     

    9.           
      Successors.

     

    This
      Agreement shall be binding upon the Parties, and upon their respective
      successors, administrators, representatives, executors, successors and
      assigns.

     

    10.           
      Governing Law and
      Venue.

     

    This
      Agreement is made and entered into in the State of California and shall in
      all
      respects be interpreted, enforced and governed under the laws of the State
      of
      California  Any legal action relating to this Agreement or between the
      parties hereto shall be in Los Angeles County, California.

     

    


    
      
        
          
          

        

        
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    11.           
      Further Necessary Actions.

     

    The
      Parties each agree, without further consideration, to sign or cause to be
      signed, and to deliver to the other’s respective counsel any other documents,
      and to take any other action, as may be necessary to fulfill their respective
      obligations under this Agreement.

     

    12.           
      Severability.

     

    Should
      any of the provisions in this Agreement be declared or be determined to be
      illegal or invalid, all remaining parts, terms or provisions shall be valid,
      and
      the illegal or invalid part, term or provision shall be deemed not to be a
      part
      of this Agreement.

     

    13.           
      Proper
      Construction.

     

    The
      language of all parts of this Agreement shall in all cases be construed as
      a
      whole according to its fair meaning, and not strictly for or against any of
      the
      Parties.

     

    As
      used
      in this Agreement, the term “or” shall be deemed to include the term “and/or”
and the singular or plural number shall be deemed to include the other whenever
      the context so indicates or requires.

     

    The
      paragraph headings used in this Agreement are intended solely for convenience
      of
      reference and shall not in any manner amplify, limit, modify or otherwise be
      used in the interpretation of any of the provisions hereof.

     

    14.           
      Final and Binding
      Agreement.

     

    The
      Parties understand that this Agreement is final and binding when executed by
      each of them, and the Parties each agree not to thereafter challenge its
      enforceability.

     

    15.           
      The Parties Are
      Responsible for their Own Attorneys’ Fees and Costs.

     

    The
      Parties and their attorneys acknowledge and agree that the Parties are solely
      responsible for paying their attorneys’ fees and costs, if any, that they have
      incurred with respect to preparing and executing this Agreement.

     

    16.           
      Consequences of
      Violating Promises Made in this Agreement.

     

    a. If
      Plaintiff pursues any legal action
      against the Defendants and their Releasees, or any of them, with respect to
      any
      claim released by this Agreement; or if Plaintiff breaches any other promises
      made in this Agreement; or if Plaintiff has made any representation in this
      Agreement that was false when made, or for which there was no reasonable basis,
      then, in addition to any other remedies or relief that may be available to
      Defendants, then Plaintiff agrees to pay the reasonable attorneys’ fees, costs
      and any other damages that Defendants and their Releasees, or any of them,
      may
      incur in responding to Plaintiff’s actions.

     

    


    
      
        
          
          

        

        
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    b. If
      Defendants, or either of them,
      pursue any legal action against the Plaintiff and her Releasees, or any of
      them,
      with respect to any claim released by this Agreement; or if Defendants, or
      either of them, breach any other promises made in this Agreement; or if
      Defendants, or either of them, has made any representation in this Agreement
      that was false when made, or for which there was no reasonable basis, then,
      in
      addition to any other remedies or relief that may be available to Plaintiff,
      then Defendants, and each of them, agree to pay the reasonable attorneys’ fees,
      costs and any other damages that Plaintiff and her Releasees, or any of them,
      may incur in responding to Defendants’ actions.

     

    17.           
      Entire
      Agreement.

     

    This,
      together with Exhibit 1 attached hereto, is the entire agreement between
      Plaintiff and Defendants.  It includes all of the terms, promises,
      representations and understandings made by Plaintiff and Defendants, and it
      fully supersedes any earlier written, oral or implied understandings or
      agreements between the Parties pertaining to its subject matter.

     

    18.           
      Execution in
      Counterparts.

     

    The
      Parties to this Agreement agree that this Agreement may be executed in
      counterparts, each one of which will be either an original or a facsimile
      signature, and the sum of each counterpart will constitute a single
      agreement.  The Parties hereto further agree that a facsimile
      signature on a copy of this Agreement sent by facsimile shall be accepted as
      binding on the Parties signing by facsimile copy.  The Parties also
      agree, however, that they shall execute three original copies of this Agreement
      and provide an executed original copy to each of the Parties.

     

    19.                      
      Notice

     

    Email
      notice contemplated by this
      agreement shall be made as follows:  Whitner/WinSonic:  kwhitner@paulhastings.com;
      Nguyen/Miles:  jsm1001@aol.com.

     

    Facsimile
      notice shall be made as
      follows:  Whitner/WinSonic: (404) 685-5228; Nguyen/Miles: (323)
      356-1846.  Any mailed notice shall be made as follows:

     

    To
      Whitner/WinSonic:  William
      K Whitner, c/o Paul, Hastings, Janofsky & Walker LLP, 600 Peachtree Street,
      N.E., Twenty-Fourth Floor, Atlanta, GA 30308

     

    To
      Nguyen/Miles:  Rosemary
      Nguyen c/o Jeffrey S. Miles, Esq., P.O. Box 1001, Ojai,
      CA  93024.

     

    [Signatures
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    PLEASE
      READ CAREFULLY BEFORE SIGNING. THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE
      INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

    


     

    Executed
      at Santa Ana, on this 17th day of January, 2008

     

    Rosemary
      Nguyen

     

    /s/
      Rosemary
      Nguyen


     

    Executed
      at Atlanta, GA, on this 18th day of January, 2008

     

    Winston
      Johnson

     

    /s/
      Winston
      Johnson


     

    Executed
      at Atlanta, GA, on this 18th day of January, 2008

     

    WinSonic
      Digital Media Group, Ltd.

     

    By:
/s/
      Winston
      Johnson                                                        


     

    Title:
      Chairman of the
      Board
      and CEO

     

    Name:
      Winston
      Johnson                                                        


     

    


     

    APPROVED
      AS TO FORM AND
      CONTENT:

     

     

    
    

    
      	/s/
              William K.
              Whitner                                  
               	 /s/
              Jeffrey S.
              Miles                                 
               
	William
              K
              Whitner	 Jeffrey
              S.
              Miles, Esq.
	Paul,
              Hastings,
              Janofsky & Walker, LLP	 Attorney
              for
              Plaintiff
	Attorney
              for
              Defendants	 


    

                                                                                                                                                                             
      

     

     

     

     

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