exhibit_10-3.htm


    
      

    


    EXHIBIT
      10.3

    


    ACCORD
      AND SATISFACTION

    


    


    This
      Agreement (“Agreement”) is made and entered into effective this 11th day of
      October,
      2006, by and between Russell H. Ritchie, Dale E. Riker, Suntine Enterprises,
      LLC, and Cornerstone Wireless Communications, LLC (hereinafter referred to
      collectively as “Russell and Group”) and Studio One Media, Inc., (f/k/a
      Dimensional Visions Incorporated), a Delaware corporation (hereinafter referred
      to as “SOMD” or the “Company”), with reference to the following:

    


    WHEREAS,
      the parties hereto did heretofore enter into that one certain Settlement
      Agreement and Release dated April 30, 2003 (the “Settlement Agreement”), which
      agreement is, by this reference, incorporated herein for all purposes;
      and

    


    WHEREAS,
      the parties hereto desire to conclude all matters covered by, referred to in,
      or
      giving rise to the Settlement Agreement, and other matters between the parties,
      leaving nothing unsettled or open to question;

    


    NOW,
      THEREFORE, in consideration of the promises and mutual covenants contained
      herein, and subject to the terms and conditions set forth herein, the parties
      hereby agree as follows:

    


    
      	
              1.

            	
              The
                Company shall issue, or cause to be issued, to Russell and Group,
                One
                Hundred Thirty Seven Thousand Five Hundred (137,500) shares of restricted
                common stock, $0.001 par value, of SOMD (the
                “Shares”).

            


    

    


    
      	
              2.

            	
              Russell
                and Group agrees to accept the Shares in full and complete settlement
                and
                satisfaction of all covenants, representations, warranties, obligations,
                liabilities, costs and expenses provided for in the Settlement Agreement,
                or referred to therein, or any document giving rise thereto including,
                but
                not limited to, any promissory notes, guarantees, lines of credit
                agreements or other financing
                agreements.

            


    

    


    
      	
              3.

            	
              Certificates
                evidencing the Shares shall be issued in the following names and
                amounts:

            


    

    


     

    
      	 Russell
              H. Ritchie	 53,000
              shares
	 Russell
              H. Ritchie	 40,900
              shares
	 Cornerstone
              Wireless Communications, LLC	 23,600
              shares
	 Fidelity
              Insurance Company, Ltd, FBO SA 0456	 20,000
              shares
	 Total 	 137,500
              shares


    

    
 

    
      	
              4.

            	
              The
                Shares, when issued shall be deemed fully paid and non-assessable
                and
                without any restriction of any nature other than as shall be imposed
                by
                Rule 144 promulgated under the Securities Exchange Act of 1933, as
                amended.

            


    

    


    
      	
              5.

            	
              Each
                time that the Company proposes to Register a public offering solely
                of its
                Common Stock (not including an offering of Common stock issuable
                upon
                conversion or exercise of other securities), other than pursuant
                to a
                Registration Statement on Form S-4 or Form S-8 or similar or successor
                forms (collectively,"Excluded Forms"), the Company shall promptly
                give
                written notice of such proposed Registration to all holders of Shares,
                which shall offer such holders the right to request inclusion of
                any
                Registrable Securities in the proposed Registration.  The holder
                may request inclusion of any Registrable Shares in such Company
                Registration by delivering to the Company, within 10 days after receipt
                of
                the Registration Notice, a written notice (the "Piggyback Notice")
                stating
                the number of Registrable Shares proposed to be included and that
                such
                shares are to be included in any underwriting only on the same terms
                and
                conditions as the shares of Common Stock otherwise being sold through
                underwriters under such Registration. The Company shall use its reasonable
                efforts to cause all Registrable Shares specified in the Piggyback
                Notice
                to be included in the Company Registration and any related offering,
                all
                to the extent requisite to permit the sale by the holder of such
                Registrable Shares
                in accordance with the method of sale applicable to the other shares
                of
                Common Stock included in the Company
                Registration.

            


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      
ACCORD AND SATISFACTION


     

    
      	
              6.

            	
              Russell
                and Group, and each person comprising such group, on behalf of
                himself/itself and on behalf of their respective attorneys, accountants,
                insurers, agents, personal representatives, survivors, heirs, successors,
                and assigns, hereby releases and forever discharges the Company and
                its
                past and present affiliates and subsidiaries, and their respective
                officers, directors, shareholders, partners, principals, employees,
                attorneys, accountants, consultants, insurers, agents, representatives,
                servants, predecessors, successors, heirs and assigns (collectively,
                "the
                Company Parties"), of and from any and all claims, debt, demands,
                obligations, losses, actions and causes of action, costs, expenses,
                attorneys' fees and liabilities of any nature whatsoever, whether
                based on
                contract, tort, statutory or other legal or equitable theory of recovery,
                whether known or unknown, which the Russell and Group, or any member
                thereof, has, had or claims to have against any or all of the Company
                Parties, including but not limited to (i) covenants, representations,
                warranties, obligations, liabilities, costs and expenses provided
                for in
                the Settlement Agreement, or any document referred to in or giving
                rise to
                the Settlement Agreement including, but not limited to, any promissory
                notes, guarantees, lines of credit agreements or other financing
                agreements, (ii) any business or personal relationship between the
                parties
                prior to the date of this Release, or (iii) other monetary or other
                valuable consideration claimed, whether accrued or not, from the
                beginning
                of time to the effective date of this
                Agreement.

            


    

    


    
      	
              7.

            	
              The
                Company, on behalf of itself and its past and present affiliates
                and
                subsidiaries, and their respective officers, directors, shareholders,
                partners, principals, employees, attorneys, accountants, consultants,
                insurers, agents, representatives, servants, predecessors, successors,
                heirs and assigns (collectively, “the Russell Parties”), hereby releases
                and forever discharges Russell and Group, and each person comprising
                such
                group, and their respective attorneys, accountants, insurers, agents,
                personal representatives, survivors, heirs, successors, and assigns,
                of
                and from any and all claims, debt, demands, obligations, losses,
                actions
                and causes of action, costs, expenses, attorneys' fees and liabilities
                of
                any nature whatsoever, whether based on contract, tort, statutory
                or other
                legal or equitable theory of recovery, whether known or unknown,
                which the
                Company has, had or claims to have against any or all of the Russell
                Parties, or any member thereof, including but not limited to any
                and all
                claims which relate to, arise from, or are in any manner connected
                to (i)
                covenants, representations, warranties, obligations, liabilities,
                costs
                and expenses provided for in the Settlement Agreement, or any document
                referred to in or giving rise to the Settlement Agreement including,
                but
                not limited to, any promissory notes, guarantees, lines of credit
                agreements or other financing agreements, (ii) any business or personal
                relationship between the parties prior to the date of this Release,
                or
                (iii) other monetary or other valuable consideration claimed, whether
                accrued or not, from the beginning of time to the effective date
                of this
                Agreement.

            


    

    


    
      	
              8.

            	
              Each
                party represents and warrants that he has the authority to enter
                into and
                be bound by this Agreement.

            


    

    


    
      	
              9.

            	
              This
                Agreement constitutes and embodies the full and complete understanding
                of
                the parties hereto with respect to the subject matter hereof and
                supersedes all prior or contempora­neous understandings,
                agree­ments or representa­tions, whether oral or in writing, and
                all such agree­ments shall be and hereby are deemed canceled and
                terminated and the terms thereof shall be null and void and this
                Agreement
                shall be the sole agreement between the parties hereto.  This
                Agreement may only be amended, modified or changed by written instrument
                executed by all parties hereto.

            


    

    


    
      	
              10.

            	
              In
                the event that any provision of this Agreement is rendered or declared
                to
                be partially or wholly invalid, illegal or unenforceable by subsequent
                legislation or by decree of a court of last resort, then such provision
                shall be deemed to be modified or restricted to the extent necessary
                to
                make such provision valid, binding and enforceable or, if such a
                provision
                cannot be modified or restricted in such a manner so as to make such
                provision valid, binding and enforceable, then such provision shall
                be
                deemed to be excised from this Agreement and the validity, binding
                effect
                and enforceability of the remaining provisions of this Agreement
                shall not
                be affected or impaired in any manner and shall remain in full force
                and
                effect.

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      
ACCORD AND SATISFACTION


    
      	
              11.

            	
              This
                Agreement shall be governed by, interpreted, performed and construed
                in
                accordance with the laws of the State of Arizona.  The State of
                Arizona, County of Maricopa shall be the jurisdiction, forum and
                venue for
                litigation, trial, arbitration or mediation of any dispute which
                may arise
                between the parties hereto concern­ing the formation, execution,
                performance or breach of this Agreement, or of any alleged tort arising
                from the transactions which form the subject matter
                hereof.

            


    

    


    
      	
              12.

            	
              This
                Agreement shall inure to the benefit of and be binding upon the parties
                hereto and their respective successors and
                assigns.

            


    

    


    
      	
              13.

            	
              Each
                of the parties agrees to execute, acknowl­edge and deliver all further
                instruments and documents and to take such further action as may
                be
                reason­ably required in order to effectuate the terms and purposes of
                this Agreement.

            


    

    


    
      	
              14.

            	
              Each
                of the parties hereto have independently consulted with legal counsel
                of
                its own selection in connection with the negotiation, preparation
                and
                execution of this Agreement, and is not relying upon the legal counsel
                of
                the other party in connection
                herewith.

            


    

    


    
      	
              15.

            	
              Any
                duly executed facsimile copy of this Agreement shall be deemed to
                be, and
                shall be, legally effective as though it were an original, pending
                the
                subsequent exchange of hard copy originals or counterparts duly executed
                by the parties hereto as may be required by law or agreed to in writing
                by
                all of the Parties hereto.

            


    

    


    
      	
              16.

            	
              This
                Agreement may be executed in any number of counterparts, each of
                which
                when executed and delivered shall be deemed an original, but all
                of which
                shall together constitute one and the same
                instrument.

            


    

    


    EXECUTED
      as of the date and year first above written.

    


    STUDIO
      ONE MEDIA, INC.


    


    
      	 /s/  Preston
              Shea	 	 /s/
              Russell H. Ritchie
	 Preston
              J. Shea, President 	 	 Russell
              H. Ritchie, Individually
	 	 	 
	 	 	 
	 	 	 /s/
              Dale E. Riker
	 	 	 Dale
              E. Riker, Individually
	 	 	 
	 	 	 
	 	 	 CORNERSTONE
              WIRELESS  COMMUNICATIONS,
              LLC.
	 	 	 
	 	 	 By: /s/
              Russell H. Ritchie
	 	 	 Russell
              H. Ritchie
	 	 	 Title: President
	 	 	 
	 	 	 
	 	 	 SUNTINE
              ENTERPRISES, LLC
	 	 	 
	 	 	 By:
              /s/ Larry Kohler
	 	 	 Larry
              Kohler
	 	 	 Title:
              Manager
	 	 	 
	 	 	 
	 	 	
              FIDELITY
                INSURANCE COMPANY, LTD.

            
	 	 	
               FBO
                Account # SA 0456

            
	 	 	 
	 	 	 By:/s/
              Larry Kohler
	 	 	 Larry
              Kohler
	 	 	 Title:
              Manager


    

    


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