EXHIBIT
99.28 
 April 13,
2009
 
 VIA HAND DELIVERY WITH COPY
BY EMAIL
 
 Mr.
Michael W. Klinger
 22420
Crooked Creek Road
 Cicero,
IN 46034
 
 Re:
              Notice of Termination
      of Employment for Cause
 
 Mr.
Klinger,
 
 EDCI
Holdings, Inc. (“EDCI”) hereby provides you written notice of termination of
your employment by EDCI for Cause, subject to approval by EDCI’s Board of
Directors, pursuant to the agreement dated October 3, 2008 between EDCI and you
(the “MWK CFO Employment Letter”).  Defined terms have the meaning set
forth in the MWK CFO Employment Letter unless otherwise noted.
 
 The
grounds for such termination for Cause are primarily your willful, deliberate
and unauthorized binding, in writing, of Entertainment Distribution Company, LLC
(“EDC LLC”) to over $176,000 in improper and unauthorized severance payments –
double the approved amounts for the subject employees (the “Double Severance
Payments”) – in addition to other specific occurrences of material violations of
your responsibilities.  As you know, Section 5.1 of the Severance Pay
Policy for Entertainment Distribution Company (USA) LLC (“EDC USA”), adopted by
the Board of Directors of EDC LLC on October 3, 2008 and applicable to all
employees of EDC USA, provides for severance of one week of base pay for each
complete year of service up to a maximum of 10 weeks’ pay.  Your
willful and deliberate binding of EDC LLC to $176,000 of improper and
unauthorized severance based on 20 weeks’ pay (all of which payments were
acknowledged by you as “severance” in several emails you forwarded to me) for
each of the subject employees in violation of that policy was clearly a material
violation of your responsibilities as an executive of EDCI and its
subsidiaries.
 
 Not only
never did you dispute or contest that those grossly negligent Double Severance
Payments constituted grounds for termination of your employment by EDCI for
Cause, instead you acknowledged that those actions were sufficient grounds for
termination of your employment by EDCI for Cause and even negotiated for EDCI’s
waiver of its right to terminate you for Cause as a result of such Double
Severance Payments as a material element of consideration in connection with the
separation agreement that you agreed to with EDCI via your email of April 9,
2009 at 3:11 PM EDT (the “Separation Agreement”).
 
 Regarding
your letter of April 13, 2009 (received via email at 2:13 PM EDT) (the “MWK
April 13 Letter”) purporting to provide notice to EDCI’s Board of Directors of
“recent events which qualify as ‘Good Reason’ for [you] to terminate [your]
employment following the applicable notice period and receive the severance pay
and benefits provided for in [the MWK CFO Employment Letter]”, it is clear that
you have fabricated the claims in that letter in an attempt to pre-empt EDCI’s
pre-existing, undisputed and acknowledged right to terminate you for
Cause.  Although the MWK April 13 Letter was received by me at 4:13AM
local time in Australia, 17 hours ahead of my normal pacific standard time,
  
 upon
being notified of it I immediately cancelled part of my vacation and reviewed
thoroughly the MWK April 13 Letter with legal counsel.  As a result of
that review, EDCI determined that each of the claims you allege independently
constitute Good Reason is either invalid, baseless, spurious and / or immaterial
– by your own descriptions – and thus none of such claims constitute valid
grounds for termination by you of your employment for Good Reason.
 
 EDCI has
scheduled a meeting of its Board of Directors on Tuesday, April 14, 2009 to
approve EDCI’s termination of your employment for Cause.  As a result,
until you receive any communication to the contrary from me, you are not to
report to work or communicate with any employees, customers, vendors, agents,
representatives, investors, or creditors of EDCI, EDC LLC or any of their
respective subsidiaries or affiliates, except for the communication of timely or
urgent matters to me, and are to hold all corporate property in your possession
intact – including making no deletions or otherwise destroying any files, emails
or other documents existing in any physical or digital format that are in your
possession or subject to your control.
 
 Obviously,
the Separation Agreement has been breached by your actions and EDCI is therefore
released from any obligations it may have under such Separation
Agreement.  EDCI also reserves all rights it may have in connection
with the MWK CFO Employment Agreement, the Separation Agreement and the MWK
April 13 Letter.
 
 
 Regards,
 
 
 
 Signed on behalf of:
 Robert L. Chapman, Jr.
 Chief Executive Officer
 
 By Matthew K. Behrent
 EVP Corporate Development