**Exhibit10.45****SETTLEMENT AGREEMENT AND RELEASE**     This Settlement Agreement and Release (“Agreement”) is entered into by and among Synapse FundI, LLC and Synapse Fund II, LLC (collectively, “Synapse”), Go Industries, Inc., Kenneth A. Barnett,Marion Bates, Philip V. Bates, Kate Hutchins Bates, Belinfer Corporation, Leon A. Chiu, ColungaLiving Trust, Jack Gregory, Daniel G. Hall, Rudy Kranys, Sherry Kranys, Philip J. Monks, SusanMonks, Irwin D. Novak, Jessica K. Novak, Judi M. Novak, Ryan T. Powell, Taylor B. Powell, MartinTerry Rothman, Bruce E. Stimson, Nancy Stimson, Gary Becker, Robert C. Strauss Grantor RetainedInterest Trust, Rena White Connor, and Mark H. Wholey Family LTD. Partnership (collectively withSynapse, “Plaintiffs”), Sutura, Inc. (“Sutura”), Anthony A. Nobles, Rhonda Nobles, and EgbertRatering (collectively with Plaintiffs and Sutura, the “Parties”).**RECITALS**     **A. **On June 30, 2005, Plaintiffs filed their Complaint for Involuntary Dissolution; Removal ofDirectors, and Injunctive Relief against Anthony A. Nobles, Egbert Ratering, and Sutura in the caseentitled Go Industries, Inc., et al. v. Anthony A. Nobles, et al., Orange County SuperiorCourt, Case No. 05 CC00137 (the “Dissolution Action”).     **B.**On June 30, 2005, Synapse filed its related Shareholder Derivative Complaint for: (1)Breach of Fiduciary Duty; (2) Misappropriation of Corporate Funds; (3) Accounting; (4) Impositionof Constructive Trust; (5) Injunctive Relief; and (6) Unjust Enrichment against Anthony A. Nobles,Egbert Ratering, and Sutura in thecase entitled Synapse Fund I, LLC, etc. vs. Anthony A. Nobles, et al., Orange CountySuperior Court, Case No. 05 CC00136 (the “Derivative Action”).
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     **C. **Both the Dissolution Action and the Derivative Action are currently assigned to theHonorable Thierry P. Colaw in Dept. CX 104 of the Orange County Superior Court.     **D. **The Parties now desire to settle their disputes and avoid the further cost, time, andburden associated with the Dissolution Action and the Derivative Action by entering into thisAgreement.     NOW, THEREFORE, the Parties agree as follows:     **1. ****Court Approval****.**This Agreement shall be contingent upon court approval. TheParties agree to do everything reasonably necessary to obtain court approval and support of theshareholders of Sutura for this Agreement. Within 10 business days of the full execution of thisAgreement, Sutura shall file in the Derivative Action a motion for approval of this Agreement.Sutura shall mail notice of the hearing on the motion for approval to each of its shareholders atleast twenty-six (26) days before the hearing. The notice shall inform the shareholders of theiropportunity to object to this Agreement and file a motion with the court to intervene as aplaintiff, either on the shareholder’s own behalf, or on behalf of Sutura, Inc in the DerivativeAction. In the event that a shareholder is permitted to intervene in the Derivative Action, or thecourt does not grant the motion for approval, this Agreement shall become voidable upon writtennotice by any party mailed to all other parties within ten (10) days after such party receivesnotice of the entry of the court’s order upon the motion to intervene or the motion seekingapproval.
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     **2. ****Consideration**.          **(a)**Within 10 business days of the entry of the court’s order approving this Agreement, Suturawill deliver to Synapse, via Plaintiffs’ counsel, Susan L. Harrison, a fully executed convertiblenote for $400,000.00 in the form attached to this Agreement as Exhibit A. At the same time theparties shall exchange executed copies of the Fifth Amended Security Agreement, in the formattached as Exhibit B, the Fifth Amended Patent Security Agreement, in the form attached as ExhibitC, and the Fifth Amended Registration Rights Agreement, in the form attached as Exhibit D.          **(b)**Concurrently with the delivery of the note referred to in paragraph 2(a) above,Plaintiffs’ counsel shall execute and deliver to counsel for Sutura, William S. O’Hare, for filingwith the court requests for dismissal with prejudice of both the Derivative Action and theDissolution Action.          **(c)**Effective upon Plaintiffs’ dismissal with prejudice of both the Derivative Action and theDissolution Action, Anthony A. Nobles and Egbert Ratering agree that Anthony A. Nobles and EgbertRatering shall not again serve as CEO and CFO, respectively, of Sutura until the earlier of August1, 2008, or a sale or change of control of Sutura. For purposes of this paragraph 2(c), a sale orchange of control of Sutura will be deemed to occur upon (A) the acquisition of Sutura by anotherentity by means of any transaction or series of related transactions (including, withoutlimitation, any reorganization, merger or consolidation, but excluding any merger effectedexclusively for the purpose of changing the domicile of the corporation) or (B) a sale of all orsubstantially all of the assets of the corporation; unless in each of the foregoing clauses (A) and(B), the corporation’s shareholders of record as constituted
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immediately prior to such transaction(s), acquisition or sale will, immediately after suchtransaction(s), acquisition or sale (by virtue of securities issued as consideration for thecorporation’s transaction(s), acquisition or sale or otherwise) hold at least 50% of the votingpower of the surviving or acquiring entity.**3.****Discharge, Release, and Covenant Not to Sue.**          **(a)**Each of the Parties, for themselves, derivatively on behalf of Sutura, and for theirrespective heirs, executors, administrators, representatives, trustees, agents, principals,shareholders, servants, employees, attorneys, insurers, predecessors and successors in interest,assigns, directors, officers, members, managers, partners, parent corporations, subsidiaries,affiliates, and all other persons, firms, or corporations with whom or which any of them have been,are now, or may hereafter be affiliated, and any other person or entity claiming through them or ontheir behalf, hereby discharge, release, and covenant not to sue any of the other Parties as wellas their respective heirs, executors, administrators, representatives, trustees, agents,principals, shareholders, servants, employees, attorneys, insurers, predecessors and successors ininterest, assigns, directors, officers, members, managers, partners, parent corporations,subsidiaries, affiliates, and all other persons, firms, or corporations with whom or which any ofthem have been, are now, or may hereafter be affiliated, and any other person or entity acting ontheir behalf, for any claims, causes of action, losses, and liabilities, of any nature whatsoever,whether known or unknown, and whether arising under statute, contract (express, implied, orotherwise), in tort, equity, or any other theory of recovery, and whether for compensatory damages,penalty, or punitive damages, which any party now has or may hereafter accrue or otherwise acquire,in any
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way relating to or arising out of the Derivative Action, the Dissolution Action, the eventsand facts giving rise to the Derivative Action or the Dissolution Action or which could have beenbrought in the Derivative Action or the Dissolution Action.          **(b)**The Parties expressly waive all rights under Section 1542 of the Civil Code of the Stateof California. Said section of the Civil Code provides as follows:A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THECREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVORAT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BYHIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITHTHE DEBTOR.     **4. ****No Admission of Merits****.**The Parties agree and acknowledge that the sums and otherconsideration specified in this Agreement are given as a full and complete compromise of mattersinvolving disputed issues; that neither payment of the sums or other consideration, nor thenegotiations for this Agreement shall be considered admissions; and that no past or presentwrongdoing or liability on the part of any party shall be implied by such payment or negotiations.     **5. ****Announcement of Settlement****.**The Parties agree that this settlement will beannounced by Sutura by way of a press release, substantially in the form attached to this Agreementas Exhibit B. Sutura agrees to consult with Plaintiffs on any changes or additions to such pressrelease, but the timing of issuance of the press release, and the determination of the need orcontent of any further announcement or disclosure shall be made by Sutura’s corporate counsel.
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     **6. ****Attorneys Fees****.**In the event that any action is brought by any party to interpretor enforce the terms of this Agreement, the prevailing party or parties shall be entitled toreasonable attorneys’ fees and costs in addition to all other relief to which that party or thoseparties may be entitled.     **7. ****Successors****.**This Agreement shall be binding upon and inure to the benefit of theParties and their respective heirs, executors, administrators, representatives, trustees, agents,servants, employees, attorneys, insurers, predecessors and successors in interest, assigns,directors, officers, members, managers, partners, managers, members, parent corporations,subsidiaries, affiliates, and all other persons, firms, or corporations with whom or which any ofthem have been, are now, or may hereafter be affiliated.     **8. ****Controlling Law****.**This Agreement shall be interpreted in accordance with andgoverned in all respects by the laws of the State of California.     **9. ****Severability****.**If any provision of this Agreement is held to be illegal, invalid orunenforceable under present or future laws effective during the term of this Agreement, suchprovision shall be fully severable. In lieu thereof, there shall be added a provision as similarin terms to such illegal, invalid or unenforceable provision as may be possible and be legal, validand enforceable.     **10. ****Fair Interpretation****.**This Agreement is the product of negotiations between theParties and their respective attorneys, and shall be given fair interpretation. Each of theParties expressly acknowledges and agrees that this Agreement shall be deemed to have been mutuallyprepared so that the rule of construction to the effect thatambiguities are to be resolved against the drafting party shall not be employed in theinterpretation of this Agreement.
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     **11. ****Parties Advised by Counsel****.**The Parties represent and warrant to each other thatthey have been represented by counsel with respect to this Agreement and all matters covered by andrelating to it, that they have been fully advised by such counsel with respect to their rights andwith respect to the execution of this Agreement, and that such counsel are authorized and directedto take all action necessary to effect the purposes of this Agreement.     **12. ****Entire Agreement****.**This Agreement constitutes the entire agreement among theParties, and it is expressly understood and agreed that this Agreement may not be altered, amended,modified, or otherwise changed in any respect or particular whatsoever, except by a writing dulyexecuted by the Parties, or their authorized representatives, and the Parties, and each of them,acknowledge and agree that none of them will make any claim at any time or place that thisAgreement has been orally altered or modified in any respect whatsoever.     **13. ****Authority to Enter Into Agreement****.**Each individual executing this Agreement onbehalf of any party represents and warrants to the other Parties that such individual is authorizedto enter into this Agreement on behalf of that party and that this Agreement binds that party.     **14. ****Counterparts****.**This Agreement may be executed by fax signature and in one or morecounterparts, each of which shall constitute a duplicate original.
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     **15. ****Effective Date****.**This Agreement shall not be binding or of any force or effectunless and until it is executed by all Parties. The effective date of this Agreement shall be thedate it becomes executed by all Parties.     **16. ****Cooperation****.**All Parties agree to cooperate fully and execute any and allsupplementary documents and to take all additional actions which may be necessary or appropriate togive full force and effect to the basic terms and intent of this Agreement.     **17. ****Authority****.**The Agreement when executed and delivered by the Parties shallconstitute the legal, valid and binding obligation of the Parties in accordance with the termshereof. The execution, delivery and performance of the Parties of or under the Agreement is withinthe power of the Parties and have been duly authorized by their management as required by, asapplicable, their articles of incorporation, bylaws, other governing instruments and applicablelaw.           Synapse Fund I, LLC       Dated: March ___, 2007                 By:             Its:                    Synapse Fund II, LLC       Dated: March ___, 2007                 By:             Its:                    Go Industries, Inc.       Dated: March ___, 2007                 By:             Its:         
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       Dated: March ___, 2007               Kenneth A. Barnett       Dated: March ___, 2007               Marion Bates       Dated: March ___, 2007               Philip V. Bates           Belinfer CorporationDated: March ___, 2007          By:             Its:                Dated: March ___, 2007               Leon A. Chiu           Colunga Living Trust       Dated: March ___, 2007                 By:             Its:                Dated: March ___, 2007               Jack Gregory       Dated: March ___, 2007               Daniel G. Hall
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       Dated: March ___, 2007               Rudy Kranys       Dated: March ___, 2007               Sherry Kranys       Dated: March ___, 2007               Philip J. Monks       Dated: March ___, 2007               Susan Monks       Dated: March ___, 2007               Irwin D. Novak       Dated: March ___, 2007               Judi M. Novak       Dated: March ___, 2007               Ryan T. Powell       Dated: March ___, 2007               Taylor B. Powell
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       Dated: March ___, 2007               Martin Terry Rothman       Dated: March ___, 2007               Bruce E. Stimson       Dated: March ___, 2007               Nancy Stimson           Robert C. Strauss Grantor Retainer Interest Trust       Dated: March ___, 2007                 By:             Its:                Dated: March ___, 2007               Rena White Connor           Mark H. Wholey Family LTD. PartnershipDated: March ___, 2007                 By:             Its:                    Sutura, Inc.Dated: March ___, 2007                 By:             Its:         
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       Dated: March ___, 2007               Anthony A. Nobles       Dated: March ___, 2007               Rhonda Nobles       Dated: March ___, 2007               Egbert Ratering       Dated: March ___, 2007               Gary Becker       Dated: March ___, 2007               Kate Hutchins Bates       Dated: April ___, 2007               Jessica K. Novak
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       Approved:          LAW OFFICES OF SUSAN L. HARRISON       Dated: April ___, 2007                 By:               Susan L. Harrison      Attorneys for Synapse Fund I, LLC      and Synapse Fund II, LLC           SAMUELS, GREEN, STEEL& ADAMS, LLPDated: April ___, 2007                 By:               Eoin L. Kreditor      Attorneys for Go Industries, Inc., Kenneth A.      Barnett, Marion Bates, Philip V. Bates, Kate      Hutchins Bates, Belinfer Corporation, Leon A.      Chiu, Colunga Living Trust, Jack Gregory,      Daniel G. Hall, Rudy Kranys, Sherry Kranys, Philip      J. Monks, Susan Monks, Irwin D. Novak, Jessica K.      Novak, Judi M. Novak, Ryan T. Powell, Taylor B.      Powell, Martin Terry Rothman, Bruce E. Stimson,      Nancy Stimson, Gary Becker, Robert C. Strauss      Grantor Retained Interest Trust, Rena White      Connor, and Mark H. Wholey Family LTD. Partnership           SNELL & WILMER l.l.p.       Dated: April ___, 2007                 By:               William S. O’Hare      Attorneys for Sutura, Inc.           McGEE & ASSOCIATES       Dated: April ___, 2007                 By:               James F. McGee      Attorneys for Anthony Nobles,      Rhonda Nobles, and Egbert Ratering
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