SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (the “Agreement”) is entered into on August 12, 2009 by and between Black Swamp Percussion, LLC, a Michigan limited liability company and Mr. Eric Sooy, an individual residing in the state of Michigan (collectively, “SOOY”); Drumsmith Society for the Percussive Arts, a British Columbia, Canada non-profit organization (“DRUMSMITH”); and Dunnett Classic Drums Ltd., a British Columbia corporation and Mr. Ronn Dunnett, an individual residing in British Columbia, Canada (collectively, “DUNNETT”). SOOY, DRUMSMITH and DUNNETT are collectively referred to below as the “Settling Parties” or individually as a “Party.”

RECITALS

Whereas, SOOY owns the mark DRUM FOUNDRY in U.S. Trademark Reg. 3,199,753 for parts and accessories for music drums, namely, drum shells, lugs, strainers, butts, hoops, tension rods, mounting screws, air vents, brackets, clamps, mounts, claws, spurs, snare wires, drum wraps, and other marks and registrations (collectively, the “Mark”);

Whereas, DRUMSMITH owns and operates an Internet discussion forum entitled drumsmith.com, which is located on the Internet at http://www.drumsmith.com, together with the service marks associated therewith, including, without limitation, DRUMSMITH and DRUMSMITH.COM, and other trademarks and service marks, and the rights associated therewith;

Whereas, Dunnett Classic Drums, Ltd. owns and operates a drum manufacturing, distribution and sales business, together with the trademarks associated therewith, including, without limitation, DUNNETT and DUNNETT CLASSIC DRUMS, and other trademarks and service marks, and the rights associated therewith;

Whereas, SOOY claims that Dunnett Classic Drums has infringed the trademark rights of SOOY by using the trademarks of SOOY in the metatags of the drumsmith.com website;

Whereas, Black Swamp Percussion, LLC has filed a civil lawsuit against Dunnett Classic Drums Ltd. in the Federal District Court for the Western District of Michigan, assigned Case No. 1:09-cv-00325-RJJ;

Whereas, SOOY, DRUMSMITH and DUNNETTdesire to fully and finally resolve all claims relating to the Mark, including Case No. 1:09-cv-00325-RJJ, and any alleged claims or conduct arising from or related to Case No. 1:09-cv-00325-RJJ; and

Whereas, SOOY, DRUMSMITH and DUNNETT each understand, acknowledge and agree that the execution of this Agreement constitutes a compromise of disputed claims involving factual and legal questions and is not to be construed as an admission of liability or wrongdoing on the part of any Settling Party.

NOW, THEREFORE, in consideration of the mutual releases and other good and valuable consideration as set forth herein, the receipt and sufficiency of which are hereby acknowledged, SOOY, DRUMSMITH and DUNNETT agree as follows:

1. Recitals. Each of the recitals provided above are incorporated herein by reference, as though fully set forth herein.

2. Dunnett and Drumsmith Not to Use Sooy’s Trademarks. DUNNETT and DRUMSMITH will immediately cease, and will continue to refrain from using, or actively or passively causing to be used, the trademarks of SOOY, including colorable imitations thereof or any marks which are confusingly similar thereto, in any manner, including, but not limited to, in metatags and banner ads, regardless of whether DUNNETT or DRUMSMITH have permission

to use the trademarks based on a foreign trademark application or a registration owned by a third party.

3. Sooy Not to Use Dunnett’s or Drumsmith’s Trademarks. SOOY will refrain from using, or actively or passively causing to be used, the trademarks of DUNNETT or DRUMSMITH, including colorable imitations thereof and marks which are confusingly similar thereto, in any manner, including, without limitation, in any domain name, metatag or banner ad, regardless of whether SOOY has permission to use the trademarks based on any trademark application or registration owned by a third party.

4. Dismissal of Case. Within five (5) business days of the receipt of DUNNETT’s and DRUMSMITH’s signatures on this Agreement by SOOY’s attorneys, Fraser, Clemens, Martin & Miller, LLC, SOOY and his attorneys shall dismiss Case No. 1:09-cv-00325-RJJ with prejudice.

5. No Defamatory Comments. No Settling Party shall, directly, indirectly, by innuendo or otherwise, refer to, or actively or passively cause or encourage reference to, another Settling Party or another Settling Party’s trademarks in a defamatory or otherwise unlawful manner. However, all Settling Parties acknowledge that no party has control over the independent actions of third parties in the context of the drumsmith.com discussion forum, or any other discussion forum, and that, for example, third parties may engage in independent conduct, and/or may create or author negative reviews of, or comments related to, the Settling Parties’ goods or services. All Settling Parties agree that such third party conduct is beyond the control of the Settling Parties and Settling Parties will not be liable therefor. However, all Settling Parties agree, and hereby promise and covenant to refrain from encouraging – directly or indirectly – such third party conduct.

6. Mutual Release. The Settling Parties acknowledge and agree that this Agreement will settle any and all claims that each Party may have against the other relating to the Mark, including Case No. 1:09-cv-00325-RJJ and any alleged claims or conduct arising from or related to Case No. 1:09-cv-00325-RJJ. Except for the rights, duties and obligations created by this Agreement, in consideration of this settlement and the promises, covenants, terms and conditions set forth in this Agreement, SOOY, DRUMSMITH and DUNNETT fully and finally agree on behalf of themselves individually and their respective companies and on behalf of their respective past, present and future affiliates, parent companies, subsidiaries, officers, directors, shareholders, equity-owning members, attorneys, insurers, agents, employees, predecessors, successors, heirs and assigns (collectively, “AFFILIATES”) to release and forever discharge one another and their respective AFFILIATES, past and present, and each of them, and all persons acting by, through, under or in concert with such persons, of and from any and all past, present or future claims, cross-claims, counterclaims, actions, causes of action, in law or in equity, demands, rights, damages, losses, expenses, costs, attorneys’ fees and compensation whatsoever, including, but not limited to, those related to the Mark, and including, but not limited to, Case No. 1:09-cv-00325-RJJ and any alleged claims or conduct arising from or related to Case No. 1:09-cv-00325-RJJ, and including, but not limited to, the events underlying the claims set forth therein, whether known or unknown, foreseen or unforeseen, suspected or unsuspected, fixed or contingent, matured or unmatured, direct, indirect or consequential, legal or equitable, and/or asserted or unasserted.

The Settling Parties agree that this Agreement shall act as a release of all future claims that may arise from the above-described dispute and controversy, whether such claims are currently known or unknown, foreseen or unforeseen, contingent or absolute; and the parties

intentionally and specifically waive any rights they may have under any statutes or common law principle, of any jurisdiction whatsoever, which prevents or proscribes general and/or unknown or prospective releases. Each Settling Party assumes full responsibility for any injuries, damages, losses or liabilities that any of them may hereafter incur with respect to such claims. The Settling Parties acknowledge that they are aware that they may hereafter discover facts in addition to or different from those which they now know or believe to be true, with respect to the subject matter of this Agreement. Nevertheless, by this Agreement, it is the intention of the Settling Parties to fully, finally, and forever settle all matters, disputes and differences, known or unknown, suspected or unsuspected, which do now exist, may exist or heretofore have existed, and in furtherance of such intention, the Agreement herein given shall be and remain in effect as a full and complete release notwithstanding the discovery of the existence of any additional or different facts. Each Settling Party acknowledges that this waiver is a material term of this Agreement, and that, absent such waiver, the Agreement would not have been accepted by the other party.

7. Authority. SOOY, DRUMSMITH and DUNNETT each warrants, represents and agrees that this Agreement has been duly approved and executed and constitutes the valid and binding obligation of such Party; and that each individual executing this Agreement on behalf of such Party has the authority to do so.

8. Covenant to Stay-Away and Not Harass. With respect to the Settling Parties, employees of the Settling Parties, and family of the Settling Parties (including, without limitation, spouses and children) (collectively, the “Protected Persons”), each of the adverse Settling Parties shall refrain from:

a. Harassing, attacking, striking, threatening, assaulting, hitting, following, stalking, destroying the personal property of, disturbing the peace, keeping under surveillance, or blocking the movements of the Protected Persons of an adverse Party; and/or

b. Contacting the Protected Persons of an adverse Party, either directly or indirectly, by telephone, by sending messages, including, without limitation, messages via text or personal message on any discussion forum, and/or by mail or e-mail.

Additionally, the Settling Parties shall not take any action, directly or through others, to obtain the addresses or locations of the Protected Persons of the other Party, or of their caretakers or guardians. The Settling Parties shall stay at least fifty (50) feet away from the Protected Persons of the other Party, their school or child care facilities (if any), their home(s), work locations (including, without limitation, all permanent and temporary work locations and job sites) and vehicles (collectively, the “MUTUAL STAY AWAY PROVISION”). In the event that one of the Settling Parties has knowledge that the other Party will attend the same conference, exhibition, or show, each Party with such knowledge will take reasonable measures to request that the organizer of the conference, exhibition, or show keep the respective booths or displays of the Settling Parties at least fifty (50) feet away from the booth or display of the other Party.

The MUTUAL STAY AWAY PROVISION discussed in Paragraph 8 shall apply in all locations, jurisdictions and states, at all times, including, without limitation, at all drum industry events and trade shows (i.e., the NAMM show and the annual Chicago show). The MUTUAL STAY AWAY PROVISION shall remain active and in full, binding effect until a written agreement is reached and signed by both parties which provides for its withdrawal. Notices sent

in accordance with Paragraph 19 are permitted and shall not be considered in violation of the MUTUAL STAY AWAY PROVISION.

9. No Assignment. Each of the Settling Parties represents and warrants that it has not heretofore assigned or transferred or subrogated, or purported to assign or transfer or subrogate, any interest in any claims released pursuant to this Agreement, which he or it has against the other Settling Parties, to any person not a Party hereto and that he or it is fully entitled to compromise and settle same. Each Settling Party further agrees to indemnify, defend and hold each other harmless from any liabilities, losses, claims, demands, costs, expenses or attorneys’ fees incurred as a result of any person or entity claiming a benefit of a prior assignment of such claim or interest.

10. Entire Agreement; No Inducement; Voluntary and Knowing Release. This Agreement contains the entire agreement between the Settling Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. Each of the Settling Parties covenants that he or it has not entered into this Agreement as a result of any representation, agreement, inducement or coercion, except as specifically provided herein. Each of the Settling Parties further covenants that the consideration recited herein is the only consideration for entering into this Agreement, and that no promises or representations of other or further consideration have been made by any person. Each of the Settling Parties further represents and warrants that in executing this Agreement each of the Parties does so with knowledge of any and all rights that it may have with respect to the provision of this Agreement; that it has carefully read and considered this Agreement and fully understands its contents and the significance of its contents; that it is entering into this Agreement of its own informed and free will and based upon its own judgment and that it has

obtained independent legal advice with respect to the Agreement. This Agreement may be amended only by an agreement in writing and duly executed by all of the Settling Parties.

11. Signatures. This Agreement may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each counterpart may be signed and executed by the Settling Parties and transmitted by facsimile transmission or via e-mail as a .PDF attachment, and shall be valid and effective as if executed as an original. Signed photocopies, facsimile copies or .PDF copies of this Agreement may be used as originals.

12. Interpretation and Severability. In the event that any covenant, condition or other provision of this Agreement is held to be invalid, void, illegal or unenforceable by any competent court in any jurisdiction, the same shall be deemed severed from the remainder of this Agreement and shall in no way affect, impair or invalidate any other covenant, condition or other provision herein. If any covenant, condition or other provision of this Agreement is held to be invalid because of its scope or breadth, such covenant, condition or other provision shall be deemed valid to the extent of the scope or breadth permitted by law.

13. No Admission. This Agreement represents a compromise between the Settling Parties to avoid the costs, expense and risk of legal proceedings and is not to be construed as an admission of liability or wrongdoing by either Settling Party of the merits or accuracy of the claims or defenses of the other Settling Party.

14. Representation. The Settling Parties acknowledge that they have been advised by their own independently selected counsel and other advisors, and have determined to execute the Agreement on the basis of their own independent investigation of all of the facts, laws, and circumstances material to this Agreement and any provision thereof, and are not relying in any

manner or to any degree on any statement or omission by any other Party and/or its counsel not set forth herein. By executing this Agreement, each of the Settling Parties acknowledges that they have read this Agreement and understand its terms and provisions.

15. Venue and Jurisdiction. The Settling Parties agree that in the event of any disagreement, dispute or controversy regarding this Agreement, the Settling Parties shall be considered joint authors and no provision shall be interpreted against any Party because of authorship. This Agreement shall be in all respects interpreted, enforced and governed under the laws of any court of competent jurisdiction. The language in all parts of this Agreement shall in all cases be construed as a whole according to its very meaning.

16. Attorneys’ Fees. In any litigation to interpret or enforce this Agreement, if a court of competent jurisdiction finds that a Party has committed a material breach of this Agreement, then the prevailing Party shall be entitled to actual damages, if any, arising from the breach and shall also be entitled to the reasonable attorneys’ fees and costs that he or it actually incurred. Reasonable attorneys’ fees actually incurred shall also be awarded to the prevailing party in any action in which this Agreement is used to defend a claim or is used as an affirmative defense.

17. Notice and Cure. In the event of a material breach of a provision of this Agreement, any litigation to interpret or enforce this Agreement regarding a material breach may be brought by either Party upon sixty (60) days written notice to the other Party provided that, during the sixty (60) day period, the breaching Party fails to cure such breach.

18. Captions. The captions by which sections and subsections of this Agreement are identified are for convenience only and shall have no effect whatsoever on its interpretation.

19. Notices. Any notice, demand or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been delivered and given for all purposes: if sent (i) via email to the address provided below and (ii) by facsimile, with proof of receipt, or by registered or certified mail, return receipt requested, postage and charges prepaid, and addressed as set forth herein or to such other addresses either Party may from time to time specify by written notice to the other Party. Any such notice, demand or communication shall be deemed to have been delivered and given on the date delivered, if delivered by facsimile, or five (5) days after the date on which it was deposited in a regularly maintained receptacle for the deposit of First Class mail, addressed and sent as aforesaid. All notices to DUNNETT or DRUMSMITH shall be sent to Samuel E. Gasowski, Stowell, Zeilenga, Ruth, Vaughn & Treiger LLP, 2815 Townsgate Road, Suite 330, Westlake Village, CA 91361, Facsimile No. (805) 446-1490, e-mail sgasowski@szrlaw.com. All notices to SOOY shall be sent to Michael E. Dockins, Fraser Clemens Martin & Miller LLC, 28366 Kensington Lane, Perrysburg, OH 43551, Facsimile No. (419) 874-1130, e-mail dockins@fraser-ip.com.

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Dated: August __, 2009 BLACK SWAMP PERCUSSION, LLC

a Michigan limited liability company

By:

Title:

Dated: August __, 2009 MR. ERIC SOOY

an individual

Dated: August __, 2009 DUNNETT CLASSIC DRUMS LTD.

a British Columbia corporation

By:

Title:

Dated: August __, 2009 DRUMSMITH SOCIETY FOR THE

PERCUSSIVE ARTS

a British Columbia non-profit organization

By:

Title:

Dated: August __, 2009 MR. RONN DUNNETT

an individual

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APPROVED AS TO FORM:

Dated: August __, 2009 FRASER, CLEMENS, MARTIN & MILLER,

LLC

By: Michael E. Dockins

Attorneys for Black Swamp Percussion, LLC and Mr. Eric Sooy

Dated: August __, 2009 STOWELL, ZEILENGA, RUTH, VAUGHN &

TREIGER, LLP

By: Samuel E. Gasowski

Attorneys for Dunnett Classic Drums, Ltd., Drumsmith Society for the Percussive Arts and Mr. Ronn Dunnett