ex10-4.htm


    Exhibit
      10.4

    

      SETTLEMENT
        AGREEMENT AND
        GENERAL RELEASE

      


      


      THIS
        SETTLEMENT AGREEMENT AND GENERAL
        RELEASE (“Agreement”) is made and entered into by and between plaintiff David I.
        Lefkowitz (“Plaintiff” or “DL”), on the one hand, and defendant Winston Johnson
        (“Johnson”), and defendant 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
        issued to Plaintiff a
        convertible promissory note dated April 12, 2005 (the “Promissory Note”) in the
        principal amount of $125,000 that provided, at Plaintiff’s sole election, for
        the conversion of the Promissory Note into 200,000 shares of Winsonic’s common
        stock (the “Shares”) in accordance with the terms of that certain convertible
        stock agreement dated as of April 12, 2005 between the Plaintiff and Winsonic
        (the “Convertible Stock Agreement”).

       

      B. Disputes
        have arisen amongst the
        Parties related to payments due pursuant to, and the conversion of, the
        Promissory Note.

       

      C. On
        May 18, 2006, Plaintiff filed claims
        in the Los Angeles Superior Court against Defendants.

       

      D.               
        Thereafter, Plaintiff filed claims in the United States District Court, Central
        District of California for fraud and breach of contract (the
“Lawsuit”).

       

      E. 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 Promissory
        Note and the Convertible Stock Agreement, and any other dealings or contacts
        between Defendants and Plaintiff.

       

      F. Except
        for the lawsuits as described
        above, Plaintiff represents that he 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. Winsonic
        shall pay to Plaintiff a total settlement amount of $180,000 less the value
        Plaintiff realizes from the sale of the shares of Winsonic common
        stock

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      referenced
        in paragraph 1(a)(i) below.  Winsonic is obligated to pay this total
        settlement amount by no later than March 15, 2008.

       

      (i) No
        later
        than December 17, 2007, Winsonic shall fax an instruction letter to its stock
        transfer agent instructing it to issue and deliver to Plaintiff 600,000 shares
        of restricted Winsonic common stock (the “Shares”), on the terms and in the
        manner described in the instruction letter attached hereto as Exhibit
        A.

       

      (ii)  Plaintiff
        will deposit by December 27, 2008 and hold the Shares as security in an account
        in his name and for his benefit with a  broker-dealer of his choosing
        (the “DL Account”).

       

      In
        addition, from now until March 15,
        2008, plaintiff will forebear from trading the Shares, and Winsonic and Johnson
        will have the opportunity to sell the Shares, with any and all proceeds of
        the
        sale of each and every one of the Shares to be paid over to the DL
        Account.  DL shall cooperate in the sale of the Shares by Winsonic and
        Johnson until March 15, 2008, and Winsonic and Johnson shall cooperate in
        the
        transfer of proceeds from those sales over to the DL Account.

       

      Winsonic
        and Johnson will not sell, and
        DL will not approve of the sale of any more than 50,000 of the Shares until
        all
        of the proceeds from any prior sales of the Shares have been deposited into
        the
        DL Account.  Any failure by Winsonic and Johnson to abide by these
        provisions will constitute a breach of the Agreement, which will relieve
        DL of
        any further obligations under this Agreement and will entitle DL to retain,
        transfer, and/or sell any and all of the remaining Shares, with no
        restrictionsor
        interference from, or offset owing to, Winsonic or Johnson.

       

      The
        minimum trading price for the sale
        of each of the Shares by Winsonic shall be no less than $.30 per
        share.  Any failure by Winsonic and Johnson to abide by this minimum
        price provision will constitute a breach of the Agreement, which will relieve
        DL
        of any further obligations under this Agreement and will entitle DL to retain,
        transfer, and/or sell any and all of the remaining Shares, with no restrictions
        or interference from, or offset owing to, Winsonic or Johnson.

       

      If,
        by March 15, 2008, a total of
        $180,000 is deposited in the DL Account from Winsonic’s and/or Johnson’s sale of
        the Shares, then DL shall return any remaining Shares in the DL Account promptly
        to Winsonic.  If a total of less than $180,000 is deposited into the
        DL Account by March 15, 2008, DL is permitted to retain all of the Shares
        thereafter, and will have the unconditional right to transfer and/or sell
        any
        and all of the Shares, subject to no restrictions by, or offset in favor
        of,
        Winsonic or any of its agents.

       

      After
        March 15, 2008, Winsonic and
        Johnson will cooperate with Plaintiff in any and all ways possible for the
        removal of any restrictions on the Shares and any efforts by DL to transfer
        and/or sell the Shares.  For example, and without limitation, Winsonic
        and Johnson will instruct its transfer agent to permit DL to transfer and/or
        sell the Shares, both verbally and in writing, and they will refrain from
        taking
        any action which will interfere with the removal of any restrictions on the
        Shares and the transfer of the Shares by DL, including but not limited to,
        refraining from taking any action (legal or otherwise), writing any letter,
        and/or making any comment to anyone,

       


      
        
          
          

        

        
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      including
        its stock transfer agent, which restricts, interferes with, discourages,
        undermines, or undercuts in any way DL’s attempts
        to
        remove the restrictions on the Shares and/or sell and/or transfer the
        Shares.

       

      The
        parties agree that after March 15,
        2008, DL will have the full, absolute, unconditional, and unrestricted right
        to
        transfer and sell any and all of the Shares, and Winsonic will accept and
        approve from counsel of DL’s choosing any legal opinion which it or its transfer
        agent (or anyone else) may require regarding Rule 144 and related matters
        to
        remove the restrictions from the Shares and/or permit or facilitate the sale
        and/or transfer of the Shares. It specifically, and without
        limitation, approves the opinion and instruction letter from Wilshire Palisades
        Law Group, P.C. to Pacific Stock Transfer, which is attached hereto as Exhibit
        B.  Upon
        execution of this Agreement, Winsonic and Johnson will execute and deliver
        Exhibit B to DL, to hold in trust until March 16, 2008, and Winsonic and
        Johnson  agree that DL may submit Exhibit B to Pacific Stock Transfer
        or any other stock transfer agent for Winsonic on March 16, 2008 if $180,000
        is
        not transferred into the DL Account by March 15, 2008.

       

      Winsonic
        and Johnson further agree that
        the tacking date for the Shares pursuant to Rule 144 is March 15, 2007, the
        Rule
        144 1-year holding period for the Shares shall expire on March 15, 2008,
        and
        they agree to support any such legal opinion presented to WDMG’s transfer agent
        to that effect, such that DL’s shares will be fully, absolutely and
        unconditionally freely transferable as of March 16, 2008.

       

                 
        Under no circumstances is Winsonic permitted to any offset whatsoever, in
        any
        context whatsoever, with regard to any shares of Winsonic stock which DL
        previously has received from Winsonic.

       

      (iii) Should
        there come a time when cash deposits from the sale of the Shares equal $180,000,
        Plaintiff shall sell to Winsonic any remaining unsold shares for a total
        amount
        of $1.00 immediately upon written demand by Winsonic.

       

      (iv) Winsonic
        shall deliver to Plaintiff the Shares on or before December 20, 2007: 233
        Wilshire Boulevard, Suite 820, Santa Moncia, CA 90401.

       

      (v) If
        the
        Shares are not delivered in compliance with paragraph 1.a.iv, above, this
        entire
        agreement and settlement is null and void as if never entered into.

       

      b. The
        Parties and their counsel will sign this Agreement and the Stipulation for
        Judgment.

       

      2. Stipulation
        for
        Judgment.

       

      Winsonic
        shall deliver to Plaintiff’s counsel, Neil Sunkin, a fully executed Stipulation
        for Judgment that conforms to Exhibit B attached hereto, in favor of Plaintiff,
        in the amount of $180,000.  Plaintiff’s counsel will not file the
        Stipulation for Judgment; he will hold the Stipulation for Judgment unless
        and
        until Winsonic defaults on any obligation set forth in this
        Agreement.  If such a Default occurs, Plaintiff’s counsel may file, on
        an ex parte basis, the
        Stipulation for Judgment and commence an enforcement action against Winsonic
        for
        entry of

       


      
        
          
          

        

        
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      judgment
        calculated in conformance with the terms of the Stipulation for
        Judgment.  If no such Default occurs and all obligations set forth
        herein are performed, Plaintiff’s counsel shall return the Stipulation for
        Judgment to Winsonic’s counsel, William K. Whitner, within seven (7) days after
        demand in writing for same by Whitner.  This is not an exclusive
        remedy; the remedy is cumulative and supplemental to all other
        remedies.

       

      3.           
        Dismissal with
        Prejudice by Plaintiff

       

      Within
        seven (7) days of Plaintiff’s
        receipt of the Shares pursuant to paragraph 1(a)(i) above, Plaintiff agrees
        to
        dismiss, with prejudice, the Lawsuit and any other pending claims, charges
        or
        complaints against Defendants.  Plaintiff agrees to have his counsel,
        Neil Sunkin,  execute and deliver for filing such dismissal of the
        Lawsuit to William K. Whitner of Paul, Hastings, Janofsky & Walker
        LLP.

       

      4.           
        Mutual General
        Releases.

       

      a. Plaintiff’s
        Release:  As a
        material inducement to Defendants to enter into this Agreement, Plaintiff
        and
        his 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 his heirs, assigns, agents,
        employees, representatives, attorneys and accountants; and (c) any matters
        which
        are or could have been asserted by Plaintiff and his 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, prosecution
        of
        the Stipulation for Judgment as set forth herein, 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 accountants (hereafter collectively, “Plaintiff and his 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

       


      
        
          
          

        

        
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      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.

       

      6.           
        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
        his
        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 his 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
        his Releasees at the time they each execute this Agreement; and that this
        settlement expressly contemplates the extinguishment of all such
        claims.

       

      7.           
        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.

       

      8.           
        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.

       


      
        
          
          

        

        
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      9.           
        Adequate Time to Review Agreement
        and
        Consult with Counsel.

       

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

       

      10.           
        Ownership of
        Claims.

       

      The
        Parties each represent and agree that he 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.

       

      11.           
        Successors.

       

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

       

      12.           
        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.

       

      13.           
        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.

       

      14.           
        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.

       

      15.           
        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.

       


      
        
          
          

        

        
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      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.

       

      16.           
        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.

       

      17.           
        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.

       

      18.           
        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.

       

      b. If
        Defendants, or either of them,
        pursue any legal action against the Plaintiff and his 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 his Releasees, or any of them,
        may incur in responding to Defendants’ actions.

       

      19.           
        Entire
        Agreement.

       

      This
        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.

       

      20.           
        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

       


      
        
          
          

        

        
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      three
        original copies of this Agreement and provide an executed original copy to
        each
        of the Parties.

       

      21.                      
        Notice

       

      Email
        notice contemplated by this
        agreement shall be made as
        follows:  Whitner/Winsonic:  kwhitner@paulhastings.com;
        Lefkowitz/Sunkin: dl@wplawgroup.com.

       

      Facsimile
        notice shall be made as
        follows:  Whitner/Winsonic: (404) 815-2424; Lefkowitz/Sunkin: (310)
        393-5438.  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
        Lefkowitz/Sunkin:  David
        I. Lefkowitz, Wilshire Palisades Law Group, P.C., 233 Wilshire Boulevard,
        Suite
        820, Santa Monica, CA 90401.

       

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

       

      Executed
        at Santa Monica, California, on this 28th day of December, 2007

       

      David
        I.
        Lefkowitz

       

      /s/
        David I.
        Lefkowitz


       

      Executed
        at Los Angeles, CA, on this 27th day of December, 2007

       

      Winston
        Johnson

       

      /s/
        Winston
        Johnson


       

      Executed
        at Los Angeles, CA, on this 27th day of December, 2007

       

      Winsonic
        Digital Media Group, Ltd.

       

      By:
/s/
        Winston
        Johnson                                                    


       

      Title:
        Chairman and
        CEO                                                                           


       

      Name:
        Winston
        Johnson                                                    


       

      


       

      


       

      APPROVED
        AS TO FORM AND
        CONTENT:

       


      
        
          
          

        

        
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          	/s/
                  William K
                  Whitner                                                       
                  	 /s/
                  Neil
                  Sunkin
	William
                  K
                  Whitner	 Neil
                  Sunkin
	Paul,
                  Hastings,
                  Janofsky & Walker, LLP	 Law
                  Offices of
                  Neil Sunkin
	 	 
	 	 
	 	 
	 	 
	Attorney
                  for
                  Defendants	 Attorney
                  for
                  Plaintiff


        

      

       

       

       

       

       

                                                                                                       

       

      


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