SETTLEMENT AGREEMENT AND RELEASE

Exhibit 10.1

SETTLEMENT AGREEMENT AND RELEASE

     This Settlement Agreement and Release (this “Agreement”), by and between Jones Soda Co. (“Jones Soda”) and Peter M. van Stolk (“PVS”), is made effective as of the date that this Agreement is executed by the last party to execute it.

RECITALS

A. PVS is a former employee of Jones Soda and a member of Jones Soda’s Board of Directors (the “Board”). Jones Soda and PVS are parties to a Separation Agreement and Release that was entered into by and between Jones Soda (signature dated February 13, 2008) and PVS (signature dated February 5, 2008) (the “Separation Agreement”). The Separation Agreement obligates Jones Soda to pay severance pay to PVS, contingent on PVS’s compliance with certain post-employment obligations.

B. The parties have a dispute regarding their obligations under the Separation Agreement. PVS asserts that he has a right to payment of unpaid and future severance payments pursuant to the Separation Agreement.

C. The parties now desire to resolve any claims that PVS has or may have against Jones Soda (including its directors, officers, employees, agents, attorneys, successors and assigns).

     NOW THEREFORE, in consideration of the promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENTS

     1. Each and every provision of the Separation Agreement shall remain in full force and effect except as expressly modified in this Agreement.

     2. Jones Soda will pay to PVS in one lump sum the amount of $150,000, less required withholdings and deductions, which will be reported on an IRS Form W-2. No further payment by Jones Soda will be required pursuant to the Separation Agreement. Jones Soda will also pay to PVS’s counsel, Timothy Leyh of Danielson Harrigan Leyh & Tollefson LLP in one lump sum the amount of $9,500, representing reasonable actual attorneys’ fees, which shall be reported on an IRS Form 1099. Such payments shall be made within five (5) business days of the effective date of this Agreement. PVS agrees that he is solely responsible for all tax obligations arising out of such payments.

     3. PVS hereby resigns as a member of the Board of Directors of Jones Soda, effective as of the effective date of this Agreement.

     4. The Separation Agreement is amended as follows, effective as of the effective date of this Agreement:

     4(a). The second sentence of Paragraph 1 of the Separation Agreement (from “Thereafter PVS” through “federal law”) is deleted in its entirety. In the third sentence of Paragraph 1 of the Separation Agreement, “as a member of the Board of Directors and” is deleted. In the same sentence, the phrase”, except as otherwise set forth herein,” is added immediately following “acknowledges that.” In the same sentence, “those capacities” is deleted and replaced with “that capacity.”

     4(b). Paragraph 2 of the Separation Agreement is deleted in its entirety.

     4(c). Paragraphs 11 and 12.1 of the Separation Agreement are deleted in their entirety.

     4(d). Notwithstanding anything in Paragraph 12 of the Separation Agreement, to the extent that PVS has any continuing non-competition obligations under the EA (as defined in the Separation Agreement), Jones Soda agrees that such obligations will no longer be in force after the effective date of this Agreement.

     4(e). Paragraph 14 of the Separation Agreement is deleted in its entirety and the following substituted therefore:

In the event that PVS is contacted by any of Jones Soda’s employees or independent contractors; Jones Soda’s investors, shareholders or lenders; Jones Soda’s current or prospective customers; Jones Soda’s distributors or vendors; any other parties with whom Jones Soda does business; analysts or other securities industry professionals; or any news media, then, prior to communicating with any of the foregoing persons or entities regarding Jones Soda, PVS shall advise such person or entity that he is no longer an officer or director of Jones Soda and that he is therefore no longer authorized to speak on behalf of Jones Soda in any capacity.

     5. No later than five (5) business days after PVS executes this Agreement, PVS shall deliver to Jones Soda all books, records, lists, brochures, documents (and any other Jones Soda property or Confidential Information as defined in the Separation Agreement) belonging to Jones Soda, or developed in connection with the business of Jones Soda.

     6. PVS hereby releases Jones Soda and its affiliates, successors, and past and present officers, directors, agents, employees and subsidiaries from all claims (other than claims for the payments provided for under this Agreement), causes of action or liabilities, suspected or unsuspected and irrespective of any present lack of knowledge of any possible claim or of any fact or circumstance pertaining thereto, which he may have or could claim to have against Jones Soda, except any claim pursuant to the Company’s Bylaws or statute for indemnification and/ or defense for any third party claim asserted against PVS arising out of

his service as an officer and/or director of the Company. This release is intended to be all encompassing, and without limitation covers all matters relating to the Separation Agreement. This release includes, but is not limited to, claims of discrimination; claims under state or federal law governing the payment of wages; claims under any express or implied contract, including, without limitation, under the Separation Agreement; claims based on tort law; and any other claim