Unassociated Document


    Exhibit
      10.1

     

    


    SEPARATION
      AGREEMENT AND RELEASE

    


    This
      Separation Agreement and Release (the "Agreement") is entered into between
      Nana
      Yalley, an individual and Winsonic Digital Media Group, Ltd., a Nevada
      corporation with offices at 101 Marietta Street, Suite 2600, Atlanta, GA 30303
      (the “Company”).

     

    In
      consideration for the parties' execution of this Agreement and the promises
      and
      covenants contained herein, Yalley and the Company hereby agree as
      follows:

     

    1.  Yalley
      hereby agrees to resign as [Executive Vice President and member of the Board
      of
      Directors of the Company] effective as of December 9, 2005 (the "Separation
      Date"). It is agreed that the binding employment offer dated October 8, 2004
      and
      any and all other agreements are hereby terminated and are null and void and
      of
      no force and effect.

     

    2.  As
      consideration for Yalley entering into this Agreement and complying with its
      terms, the Company will issue to Yalley the following securities: 

     

    a)
      Options to purchase 500,000 (five hundred thousand) shares of common stock
      of
      the Company, which are vested and immediately exercisable for (5) five years
      from the date of grant at $1 per share.

     

    b)
      $270,000 worth of restricted common stock of the Company equal to Yalley's
      base
      salary, at the closing bid price of the Company’s Common Stock on the date prior
      to the execution of this Agreement. 

     

    c)
      An
      identical number of restricted shares of Common Stock of the Company, if any,
      that may be issued to Caesar Collazo in settlement of all litigation between
      the
      Company and Caesar Collazo (the “Collazo Litigation”). 

     

    3.
      All of
      the above certificates shall bear a restrictive legend under the Securities
      Act
      of 1933, as amended, but shall otherwise not be subject to any restrictions
      and
      encumbrances, now or in the future. The Company shall Indemnify Yalley against
      any and all claims relating to transferability of the shares and shall not
      seek
      to prohibit, impede, obstruct or pursue remedies from the Courts for any reason
      to prevent Yalley from exercising his rights to sell, encumber, pledge, or
      otherwise reap the benefits from these and all other previously issued Shares
      in
      Yalley's possession. Furthermore, all of the above described shares of common
      stock shall be registered by the Company on the next available registration
      statement.

     

    4.  The
      Company hereby releases and forever discharges, waives, and gives up any and
      all
      claims and rights the Company had, has, or may have against Yalley, and against
      all who succeed Yalley’s rights and responsibilities, including but not limited
      to, Yalley’s successors, heirs, and executors of their estates. This Release
      applies to any and all claims or rights of which the Company is not aware and
      to
      any and all claims not specifically mentioned in this Release.

     

    5.  Yalley
      hereby releases and forever discharges, waives, and gives up any and all claims,
      liabilities and rights of which Yalley is aware Yalley had, has, or may have
      against the Company, and its affiliated or related partnerships, limited
      liability companies and corporations and their respective past and present
      partners, managing directors, members, stockholders, directors, officers,
      employees and agents (collectively, the "Releasees") which directly or
      indirectly result from, arise from or out of, or pertain to anything which
      has
      happened up to now exclusive of the Collazo Litigation. 

     

    6.  The
      Company agrees to indemnify, exclude, and hold harmless Yalley as party to
      any
      actual or threatened action, suit, or proceeding, whether civil, criminal,
      administrative or investigative, by reason of the fact that he was a director
      or
      officer of the Corporation or, while a director or officer, he was serving
      at
      the request of the Corporation as a director, trustee, officer, employee or
      agent of another Corporation, partnership, joint venture, trust or other
      enterprise, whether the basis of such proceeding is alleged action in an
      official capacity as a director, trustee, officer, employee or agent or in
      any
      other capacity while serving as a director, trustee, officer, employee or agent.
      Yalley shall be indemnified and held harmless by the Corporation, to the full
      extent permitted by applicable law, against all expense, liability and loss
      (including attorney's fees, judgments, fines, ERISA excise taxes or penalties
      and amounts to be paid in settlement) actually and reasonably incurred or
      suffered by any person, group of people, including past and present shareholders
      in connection therewith, and such indemnification shall continue even after
      Yalley has ceased to be a director, officer, or employee and shall inure to
      the
      benefit of Yalley's heirs, executors and administrators. The right to
      indemnification conferred in this Section shall include Yalley's right to be
      paid by the Corporation, the expenses incurred in defending any law suits and/or
      proceedings involving past and present shareholders of Media and
      Entertainment.Com Inc., and Winsonic Digital Media Group, Ltd. (“WDMG”), brought
      against Yalley with regards to any and all matters of operations including
      Board
      decisions and oversight, while serving in his official capacity as a director,
      trustee, officer, or employee of Media and Entertainment.Com Inc, and WDMG,
      in
      advance of its final disposition in a court of competent jurisdiction, as long
      as the Corporation is notified in writing of any pending Proceeding . At which
      time the Corporation shall pay said expenses prior to 30 days after receipt
      of a
      request for such advancement accompanied by an Undertaking.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
      purposes of this Section:

     

    (i)
      a
      "Proceeding" is an action, suit or proceeding, whether civil, administrative
      or
      investigative, and any appeal therefrom;

     

    If
      expenses pursuant to the aforementioned has not been promptly advanced after
      a
      written request for such advancement accompanied by an Undertaking has been
      received by the Corporation, Yalley may at any time thereafter bring suit
      against the Corporation to recover any unpaid amounts or the advancement of
      expenses.

    


    7.  This
      Agreement, its terms and the negotiations leading up to the Agreement's
      execution are confidential and both Yalley and the Company agree that, except
      as
      required by the federal securities laws or other laws, or to enforce this
      Agreement, Yalley and the Company will not disclose any such information to
      any
      third party except for financial advisors, or attorneys, all of whom shall
      agree
      to maintain the confidentiality of this Agreement, except as required by law
      or
      to enforce this Agreement.

     

    Both
      Yalley and the Company further agree that they will not make or otherwise
      publish any statements that in any way disparage, or otherwise reflect adversely
      on the other, to any person or entity either orally or in writing. The Company
      agrees that in response to inquiries about Yalley from third parties, it will
      only verify dates of employment, title and salary.

     

    8.  This
      Agreement fully supersedes any and all prior agreements, representations or
      understandings, written or oral between the parties, including but not limited
      to, the subject matter of this Agreement or any related employment matter.
      This
      Agreement may only be amended by a writing signed by the parties to this
      Agreement.

     

    9.  Yalley
      shall have a period of seven (7) calendar days following the date of the full
      execution of this Agreement in which Yalley may revoke this Agreement (the
      "Revocation Period"). Any revocation within this Revocation Period must be
      submitted in writing, to Winston Johnson, CEO, and must state, “I hereby revoke
      my acceptance of my Separation Agreement and Release." The revocation must
      be
      personally delivered or mailed to Winston Johnson and received by him prior
      to
      the expiration of the Revocation Period. If the last day of the Revocation
      Period is a Saturday, Sunday or legal holiday in Nevada, then the Revocation
      Period shall not expire until the next following day which is not a Saturday,
      Sunday or legal holiday. 

     

    10.  The
      Company agrees to immediately forward Yalley’s option to purchase 500,000 common
      Stock, utilizing an overnight carrier for delivery, and to provide the Company’s
      transfer agent with irrevocable instructions to issue an aggregate of 771,429
      shares of restricted Common Stock as per Section 2 above.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.  Governing
      Law. This Agreement is made and entered into in the State of Georgia and shall
      be interpreted, enforced and governed under the laws of the State of
      Georgia.

     

    12.  Severability.
      Should any clause or provision of this Agreement be declared or be determined
      by
      any court to be illegal or invalid, the validity of the remaining clauses shall
      not be affected. 

     

    13.  This
      Agreement may be executed by the parties in duplicate so that each party may
      hold a duplicate original.

    


     

    PLEASE
      READ CAREFULLY. THIS AGREEMENT IS 3 PAGES IN LENGTH AND INCLUDES A RELEASE
      OF
      ALL KNOWN AND UNKNOWN CLAIMS.

     

    


    Winsonic
      Digital Media Group, Ltd.

    


    


    
      	
              /s/
                Winston Johnson

            	 	
              December
                9, 2005

            
	
              By:
                Winston
                Johnson

            	
               

            	
              Date
                of Execution

            
	
              Its:
                CEO

            	
               

            	 
	 	 	 
	 	 	 
	
              /s/
                Nana Yalley

            	 	
              December
                9, 2005

            
	
              Nana
                Yalley

            	 	
              Date
                of Execution