Exhibit 10.1


    
       

      SETTLEMENT
        AGREEMENT

       

      This
        Settlement Agreement (this "Settlement Agreement") is entered into this
        15th
        day of
        August, 2006 ("Effective Date") by and between Plaintiffs Language Access
        Network, Inc. ("LAN")
        and
        Risk Capital Management, LLC ("Risk") (collectively, LAN and Risk are referred
        to as "Plaintiffs") and Defendant Richard Fitzpatrick
        ("Fitzpatrick").

      


      WHEREAS,
        LAN filed a Complaint for Declaratory Judgment and Request for Expedited
        Hearing
        Under Civ. R. 57 against Fitzpatrick on May 6, 2006 and PIaintiffs filed
        an
        Amended Complaint (collectively, the "Complaint") against Fitzpatrick on
        June
        27, 2006 in Language
        Access Network, et al., v. Fitzpatrick,
        Case No.
        06-CVH-05-5984, Franklin County, Ohio Common Pleas Court (Peterson, J.) (the
        "Litigation");

      


      WHEREAS,
        the
        Complaint sought to recover from Fitzpatrick his stock interest in
        LAN,
        which
        stock interest totals 2,920,000 shares ("Shares");

      


      WHEREAS,
        the
        parties desire to compromise and settle all claims and controversies
asserted
        in the Complaint, and intend that the full terms and conditions of their
        agreed
        resolution
        be set
        forth in this Settlement Agreement.

      


      NOW,
        THEREFORE, for
        good
        and valuable consideration, the mutual promises, covenants and conditions
        contained herein and other good and valuable consideration, the sufficiency
        of which is hereby acknowledged, the parties hereby covenant and agree as
        follows:

      


      PROMISES,
        COVENANTS AND CONDITIONS

       

      
        	1.  	
                Fitzpatrick
                  shall distribute the Shares as
                  follows:

              


      

       

      
        	(a)  	
                Fitzpatrick
                  shall cause 1,400,000 of his Shares ("Surrendered Shares") to be
evidenced
                  by a new certificate or certificates and endorse such certificate
                  or
                  certificates
                  to LAN or deliver such certificate or certificates
                  along with an executed
                  stock power conveying Title in LAN to LAN. LAN acknowledges that
                  the
                  Surrendered Shares have been delivered to and received by
                  LAN.

              


      

       

      
        	(b)  	
                Fitzpatrick
                  shall transfer an aggregate of 150,000 of the shares held by him
                  in LAN
                  in a private transaction to counsel representing him with regard
                  to the
                  Litigation
                  ("Attorney Transferees"), subject to the terms
                  of this Settlement Agreement.

              


      

       

      
        	(c)  	
                Fitzpatrick
                  shall retain and/or transfer 1,370,000 of a shares held him
                  in LAN
                  ("Remaining Shares"), subject to the terms of this settlement
                  Agreement.

              


      

       

      
        	2.  	
                Except
                  as otherwise provided herein, Fitzpatrick shall not sell, transfer,
                  or
                  otherwise convey in a public market more than an aggregate of the
                  following:

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      	(a)  	
              20,000
                of the
                Remaining Shares per month for a period of twelve
                (12) months, with the first month ending July 31,
                2006.

            


       

      	(b)  	
              40,000
                of the Remaining Shares per month after the twelve month period ending
                June 30, 2007, and continuing for each month thereafter until
                depleted.

            


       

      	3.  	
              The
                parties acknowledge LAN's issuance of correspondence to Pacific Stock
                Transfer on June 30, 2006 permitting Fitzpatrick to sell a portion
                of his
                Remaining Shares and agreeing to the removal of the restrictive legend
                on
                LAN share certificate number 0263.

            


       

      	4.  	
              In
                the event that Fitzpatrick transfers Remaining Shares in any private
                transaction, then Fitzpatrick shall ensure that each private transferee,
                including subsequent transferees, of the Remaining Shares complies
                with
                the aggregate stock transfer restrictions of Paragraphs 2(a) or (b),
                as
                applicable. By way of example, If Richard sells 20,000 of the Remaining
                Shares in September, 2006 and gifts 10,000 of the Remaining Shares
                to a
                charity, the recipient must agree in writing that it cannot sell
                the
                gifted shares, unless its sales, when aggregated with Fitzpatrick's
                sales
                are less than the 20,000 or 40,000 share per month limits of Section
                2(a)
                or (b) as applicable.

            


       

      	5.  	
              The
                per month resale restrictions set forth in Section 2(a) and (b) of
                this
                Settlement Agreement are non-cumulative, meaning that if less than
                the
                permitted amount of shares are sold in any month,
                the
                amount of unsold shares shall not be carried forward and added to
                the
                amount
                of shares permitted to be sold in any following
                month.

            


       

      	6.  	
              In
                the event of a stock purchase sale or merger wherein all of LAN's
                stock is
                sold to a third party, Fitzpatrick may participate in the transaction
                and
                sell or otherwise dispose of his Remaining Shares pursuant to that
                transaction in excess of the per month restrictions set
                forth herein
                and to an extent consistent with other similarly situated
                shareholders.

            


       

      	7.  	
              Prior
                to Fitzpatrick transferring 150,000 of his shares in LAN to the Attorney
                Transferees, such Attorney Transferees must agree in writing not
                to sell,
                or allow a private transferee to sell, more than an aggregate of
                5,000
                shares per month in the public market until July I, 2007, after which
                time
                the Attorney Transferees, along with any private transferees, may
                sell up
                to an aggregate of 7,500 shares per month into the public market
                until
                depleted. In the event of a stock purchase sale or merger wherein
                all of
                LAN's stock is sold to a third party, the Attorney Transferees may
                participate in the transaction and sell or otherwise dispose of their
                stock pursuant to that transaction in excess of the per month restrictions
                set forth herein and to an extent consistent with other similarly
                situated
                shareholders. A copy of the written agreement entered into by the
                Attorney
                Transferees shall be provided to LAN within 7 days after such agreement
                is
                fully signed.

            


       

      	8.  	
              Fitzpatrick
                agrees that a breach of the stock transfer restrictions set forth
                in this
                Settlement Agreement constitutes irreparable harm and injury to Plaintiffs
                for which there is not an adequate remedy at law and that, therefore,
                in
                addition to any other rights and remedies, including damages, Plaintiffs
                shall be entitled to specific performance or an injunction restraining
                any
                such breach.

            


       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      	9.  	
              LAN
                may provide a copy of this Settlement Agreement to Pacific Stock
                Transfer
                Company or any other stock transfer agent utilized by LAN for the
                transfer
                of its shares ("Transfer Agent").

            


      


      	10.  	
              (a)
                The parties agree that LAN may direct the Transfer Agent to place
                a legend
                on the certificate or certificates making up the Remaining Shares
                and the
                shares transferred to the Attorney Assignees setting forth the existence
                of this Settlement Agreement and the transfer restrictions set forth
                in
                this Settlement Agreement, which legend on the Remaining Shares shall
                state substantially as follows:

               

              The
                transfer of these shares is subject to a Settlement Agreement dated
                August
                2006 by
                and
                between Language Access Network Inc. ("LAN')
                and Richard Fitzpatrick, and others, which restricts the public sale,
                transfer or other conveyance of these shares by Fitzpatrick and any
                private transferee of these shares, to no more than an aggregate
                of the
                following:

              
                 

                (1)  20,000
                  of the LAN shares per month for a period of twelve (12) months,
                  with the
                  first month ending July 31, 2006.

                 

                (2)  40,000
                  of the LAN shares per month after the twelve month period ending
                  June 30,
                  2007, and continuing for each month thereafter until
                  depleted

                 

                This
                  restriction shall not apply in the event of a stock purchase/sale
                  or
                  merger wherein all of LAN's shares are sold to a
                  third party, in which case
                  the shares may be sold in excess of the per month restriction to
                  the
                  extent consistent with other similarly situated
                  shareholders.

                 

                (b) The
                  legend on the shares transferred to the
                  Attorney
                  Transferee Grey Jones under this
                  Settlement Agreement shall state substantially as follows:

                 

                The
                  transfer of these shares is subject to a Transfer Agreement dated
                  August ,
                  2006,
                  between Richard Fitzpatrick Grey Jones and David G. LeGrand, which
                  restricts the public sale, transfer, or other conveyance of these
                  Language
                  Access Network Inc. ("LAN") shares by Grey Jones, and any private
                  transferee of these shares, to no more than an aggregate of the
                  following:

                 

                (1)  1000
                  of the LAN Shares per month for a period of twelve (12) months,
                  with the
                  first month ending July 31, 2006.

                 

                (2)  1500
                  of the LAN Shares per month after the twelve month period ending
                  June 30,
                  2007, and continuing for each month thereafter until
                  depleted

                 

                This
                  restriction shall not apply in the event of
                  a
                  stock purchase/sale or merger wherein all of Language Access Network's
                  shares are sold to a third party, in which case the shares may
                  be
                  sold
                  in
                  excess of the per month restriction to the extent consistent with
                  other
                  similarly situated
                  shareholders.

              

            


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      	(c)  	
              The
                legend on the shares transferred to the Attorney Transferee David
                G.
                LeGrand under this Settlement Agreement shall state substantially
                as
                follows:

               

              The
                transfer of these shares are subject to a Transfer
                Agreement
                dated August , 2006, between Richard Fitzpatrick Grey Jones and David
                G.
                LeGrand, which restricts the public sale, transfer, or other conveyance
                of
                these Language Access Network Inc. ("LAN') shares by David G. LeGrand,
                and
                any private transferee of these shares, to no more than an
                aggregate
                of the following:

               

              (1)
                4000
                of
                the LAN Shares per month for a period of twelve (12) months, with
                the
                first
                month
                ending July 31, 2006.

               

              (2)
                6000 of
                the LAN Shares per month after the twelve month period ending June
                30,
                2007,
                and continuing for each month thereafter until depleted.

               

              This
                restriction shall not apply in the event of a stock purchase/sale
                or
                merger wherein all of LAN's shares are sold to a third, in which
                case the
                shares may be sold party in excess of the per month restriction to
                the
                extent
                consistent
                with other similarly situated shareholders..

               

              (d) 
                Fitzpatrick agrees to provide the certificate or certificates constituting
                the Remaining Shares and the shares transferred to the Attorney
                Transferees to the Transfer Agent for the placement of the appropriate
                legend. All certificates representing any of the Remaining
                Shares, including any Remaining Shares transferred in private
                transactions and
                the shares transferred to the Attorney Transferees, shall continue
                to bear
                such legend and
                all such shares shall continue to be subject to the terms of this
                Settlement Agreement
                until such shares are sold in the public market. However, LAN acknowledges
                that upon execution
                hereof, other than as restricted by the terms of that certain Lock
                Up
                Agreement
                dated March 27, 2006 or by applicable law, there shall be no restrictions
                other than as imposed by this Settlement Agreement upon Fitzpatrick,
                the
                Attorney Transferees or recipients of Remaining Shares from Fitzpatrick
                in
                private transactions, or as set otherwise set forth in this paragraph.
                Specifically, LAN does not object to an assertion that the Remaining
                Shares and the shares to be transferred to the Attorney Transferees
                under
                this Agreement have been held by Fitzpatrick for more than 2
                years.

            


       

      
        	11.  	
                (a)
                  Fitzpatrick agrees that he will not make statements or representations,
                  or
                  otherwise
                  communicate, directly or indirectly, in writing, orally, or otherwise,
                  or
                  take any action
                  which may, directly or indirectly, disparage the Plaintiffs or
                  any of
                  their respective
                  officers, directors, employees, advisors, businesses or
                  reputations.

                 

                (b) The
                  Plaintiffs, and their respective officers and directors, agree
                  to not make
                  statements or representations, or otherwise communicate, directly
                  or
                  indirectly, in writing, orally, or otherwise, or take any action
                  which
                  may, directly or indirectly, disparage Fitzpatrick or his business
                  or
                  reputation.

                 

                (c)
                   Notwithstanding
                  the foregoing, nothing in this Agreement shall preclude either
                  Fitzpatrick
                  or the Plaintiffs and their respective officers and directors from
                  making

              


      

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	  	
                
                  truthful
                    statements or disclosures that, are
                    required by applicable law, regulation or governmental
                    entity with authority over Plaintiffs' business, or as part of
                    a legal
                    process, including either party's defense of a third party legal
                    action.
                    Further, Plaintiffs and their respective officers and directors
                    may
                    indicate that Fitzpatrick's departure from LAN occurred as of
                    May 1, 2006
                    and that as part of the departure, 1,400,000 shares were returned
                    to LAN,
                    which accounts for approximately one half of Fitzpatrick's
                    holdings.

                  


                  (d) 
                    Fitzpatrick
                    agrees to LAN's issuance of a press release regarding the Surrendered
                    Shares, which press release was issued on July 6,
                    2006.

                

              


      

       

      	12.  	
              Within
                14 days after the Effective Date, Fitzpatrick shall execute an irrevocable
                proxy for the voting of the Remaining Shares in his possession in
                favor of
                the Board of Director's of LAN, and agrees to refrain from attending
                meetings of the shareholders notwithstanding the
                receipt
                of a form invitation to attend such meeting. The parties agree that
                such
                proxy shall be deemed to be coupled with an interest to the extent
                required for irrevocable proxies under the corporate law of the State
                of
                Nevada.

            


      


      	13.  	
              The
                parties agree that Fitzpatrick's service as Chief Executive Officer,
                Treasurer and Board Member of LAN ended effective May 1, 2006 and
                further
                agree that the purported July 15, 2005 Independent Contractor Agreement
                between Global Institute for Gaming Innovation, Inc. and Richard
                G.
                Fitzpatrick is null and void ab
                iniiio (from
                the beginning) and is not, and has never been, of any binding effect
                or
                force.

            


      


      	14.  	
              (a)
                The parties hereto, for themselves and for their respective predecessors,
                successors, affiliates, assigns, heirs, executors, administrators,
                and
                legal representatives release and forever discharge each other, and
                all
                related companies and entities, and all of their respective predecessors,
                successors, subsidiaries, divisions, employees, officers, officials,
                directors, stockholders, representatives, attorneys, assigns and
                agents of
                and from all claims, demands, damages, fees, expenses, actions, causes
                of
                action or suits in equity, or whatever kind or nature whether heretofore
                or hereafter accruing, or whether now known or not known to the parties,
                asserted or not asserted in this Litigation as a claim or counter-claim,
                which arise from or are related to the allegations set forth in the
                Complaint, the Litigation, Fitzpatrick's service and status as CEO,
                Treasurer, Board Member or shareholder of LAN (including, but not
                limited
                to, any claims by Fitzpatrick for compensation or salary, whether
                on not
                on the books of LAN), or the operation of and actions by and on behalf
                of
                LAN that occurred any time on or prior to the Effective Date.

               

              (b)
                Notwithstanding the foregoing, Fitzpatrick
                shall
                be
                entitled to indemnification in the event of claims against Fitzpatrick
                by
                persons not a party to this Settlement Agreement relating to his
                activities on behalf of LAN to the extent provided
                for by
                LAN in its bylaws or by agreement, or by applicable law, and LAN
                shall be
                entitled to any and all defenses to any such claim for indemnification
                and
                to seek recovery from Fitzpatrick of any payments made pursuant to
                such
                claim for indemnification to the extent provided in the LAN bylaws
                or by
                agreement, or applicable law. Further, LAN, its officers and directors
                reserve the right to seek indemnification, contribution and other
                appropriate recovery from Fitzpatrick in the event LAN has a claim
                filed
                or pursued against it by a

            


       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      	  	
              third
                party for which LAN, its officers and/or directors believe Fitzpatrick
                is
                wholly or partially responsible or
                liable.

            


       

      	15.  	
              Within
                two (2) days after the Effective Date LAN shall file or cause its
                counsel
                to file an appropriate notice pursuant to Ohio Civ. R. 41(a) dismissing
                with prejudice the Complaint.

            


      


      	16.  	
              The
                parties hereto expressly represent and warrant that they have received
                independent advice from their respective attorneys with regard to
                the
                settlement provided for herein and with respect to the advisability
                of
                executing this Settlement Agreement. The parties have
                not relied on any statements, representations, omissions, inducements
                or
                promises in
                executing this Settlement Agreement except as expressly stated
                herein.

            


      


      	17.  	
              As
                executed, this Settlement Agreement shall constitute the entire agreement
                between the parties with respect to the subject matter hereof and
                shall
                supersede all prior oral or written agreements and undertakings between
                them respecting the subject matter hereof. The
                parties hereto further agree that this Settlement Agreement has been
                drafted utilizing
                input from each of them and that none of them separately shall be
                construed to have drafted it for purposes of interpreting this document
                should it be necessary to do so. This Settlement Agreement shall
                not be modified, altered or discharged except by a writing signed
                by all
                of the parties hereto.

            


      


      	18.  	
              This
                Settlement Agreement is binding upon, and shall inure to the benefit
                of
                the parties and their respective agents, employees, representatives,
                officers, directors, subsidiaries, predecessors, successors and
                assigns.

            


      


      	19.  	
              This
                Settlement Agreement shall be interpreted under and governed by laws
                of
                the State
                of
                Ohio.

            


      


      	20.  	
              This
                Settlement Agreement may be executed in any number of counterparts,
                each
                of which shall be deemed an original. All such counterparts shall
                together
                constitute but one and the same
                documents.

            


       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereby execute
        this Settlement Agreement consisting of 7 pages, including signatures, intending
        to be legally approved.

       

      RICHARD
        FITZPATRICK

       

      /s/
        Richard Fitzpatrick

       

      DATE:_____________

       

       

      LANGUAGE
        ACCESS NETWORK, INC.

       

      BY:/s/
        Andrew Panos

       

      ITS:
        President

       

      DATE:
        8/11/06

       

       

      RISK
        CAPITAL MANAGEMENT, LLC

       

       

      BY:/s/
        Hall Risk

       

      ITS:
        Member

       

      DATE:
        8/12/06

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      TRANSFER
        AGREEMENT

       

      This
        Transfer Agreement (this
        "Transfer Agreement") is entered into effective the day of August,
        2006 ("Effective Date") by and between Richard Fitzpatrick ("Fitzpatrick"),
        Grey
        Jones
        ("Jones), David G. LeGrand (LeGrand) and Language Access Network,
        Inc.

       

      WHEREAS,
        LAN filed a Complaint for Declaratory Judgment and Request for Expedited
        Hearing
        Under Civ. R. 57 against Fitzpatrick on May 6, 2006 and Plaintiffs filed
        an
        Amended Complaint (collectively, the "Complaint") against Fitzpatrick on
        June
        27, 2006 in Language
        Access Network, et al., v. Fitzpatrick,
        Case No.
        06-CVH-05-5984, Franklin County, Ohio Common Pleas Court (Peterson, J.) (the
        "Litigation");

       

      WHEREAS,
        the
        Complaint sought to recover from Fitzpatrick his stock interest in
        LAN,
        which
        stock interest totaled 2,920,000 shares ("Shares");

      


      WHEREAS,
        pursuant
        to a Settlement Agreement of even date herewith, the parties to the Litigation
        compromised and settled all claims and controversies asserted in the
        Complaint,

      


      WHEREAS,
        pursuant to and in accordance with the Settlement Agreement, Fitzpatrick
        is
        authorized to transfer 150,000 LAN shares to Jones and LeGrand as the "Attorney
        Transferees" as such term is defined in the Settlement Agreement,

      


      NOW,THEREFORE,
        for
        good
        and valuable consideration, the mutual promises, covenants and conditions
        contained herein and other good and valuable consideration, the sufficiency
        of
        which is hereby acknowledged, the parties hereby covenant and agree as
        follows:

      


      
        	
              	1.     
                	
                Fitzpatrick shall
                  deliver to Jones 30,000 LAN shares as full and final
                  payment for legal
                  services in connection with the
                  Litigation.

              


        	
              	2.      	Fitzpatrick shall
                deliver to LeGrand 120,000 LAN shares as full and final payment for
                legal
                services in connection with the Litigation. 100,000 LAN shares shall
                be
                transferred upon
                execution hereof and the balance of 20,000 LAN shall be delivered
                on
                October 1, 2006.


        	
              	3.      	Except as otherwise provided herein,
                the
                public sale, transfer, or other conveyance of Jones'
                shares by Jones, and any private transferee of these shares, shall
                be
                restricted, in
                the aggregate, to no more than the
                following:


      

       

      	(a)  	
              1000
                of the LAN Shares per month for a period of twelve (12) months, with
                the
                first month ending July 31, 2006.

            


      


      	(b)  	
              1500
                of the LAN Shares per month after
                the
                twelve month period ending June 30, 2007, and continuing for each
                month
                thereafter until depleted.

            


       

      
        	
              	4.      	Except
                as otherwise provided herein,
                the public
                sale, transfer, or other conveyance of
                LeGrand's shares by LeGrand, and any private transferee of these
                shares,
                shall be restricted, in the aggregate, to no more than the
                following:



        	(a)  	
                4000
                  of the LAN Shares per month for a period of twelve (12) months,
                  with the
                  first month ending July 31,
                  2006.

              


      

      
      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      INWITNESS
        WHEREOF, the
        parties hereby execute this Transfer Agreement consisting of (3) pages,
        including signatures,
        intending to be legally approved.

       

      Richard
        Fitzpatrick

      


      /s/
        Richard Fitzpatrick

      


      DATE:                 
        

       

      
        Grey
          Jones

        


        /s/
          Grey Jones

        


        DATE:  8/10/2006


      

       

      David
        G. LeGrand

       

      /s/
        David G. LeGrand

       

      DATE:                 
        

       

      LANGUAGE
        ACCESS NETWORK, INC.

       

      By:
        /s/ Andrew Panos

      Andrew
        Panos

      Its:
        President

       

      DATE:8/11/06