December 11,2003




                          ADDENDUM

    Addendum to the Existing Agreement between Media and
                     Entertainment .Com,
              Inc. and Winsonic Holdings, Ltd.


The following reflects the understanding of the deal points
between MEDIA AND ENTERTAINMENT .COM, INC, and WINSONIC
HOLDINGS, LTD. and is formally binding:

1.   Media and Entertainment.Com, Inc and Winsonic Holdings,
     Ltd. agree to amend their current contract to allow for the
     acquisition of fifty-one percent (51%) of Winsonic Holdings,
     Ltd. that relate specifically to contractual agreements
     between Winsonic Holdings, Ltd., Verizon and Level 3
     Communications including one hundred percent (100%) of
     Winsonic Digital Cable Systems Networks (WDCSN).

2.   As consideration for the fifty-one percent (51%) equity
     in Winsonic Holdings, Ltd., Media and Entertainment.Com,
     Inc. will deliver to Winsonic Holdings Ltd. equity in the
     common stock of Media and Entertainment.Com, Inc. equal to
     the amount of the audited valuation of the assets
     contributed by Winsonic Holdings, Ltd. divided by $.60 per
     share stock price.

3.   As consideration for the Verizon and Level 3
     Communications relationships and contractual agreements for
     nation wide network, Media and Entertainment.Com, Inc. will
     deliver to Winsonic Holdings, Ltd. additional equity in the
     common stock of Media and Entertainment.Com, Inc.

4.   If the audited va1uation of Winsonic Holdings, Ltd. is
     $11,000,000, Winsonic Holdings, Ltd. shall receive and be
     issued Nine Million Three Hundred and Fifty Thousand
     (9,350,000) shares for its contribution. The shares are
     arrived at by (51%) of $11,000,000 value divided by a $.60
     share value.

5.   Winsonic Holdings. Ltd. shall present to Media and
     Entertainment.Com, Inc. all documents related to the audited
     financials including its depreciated values prior to
     closing.

6.   Winston Johnson shall remain as Chairman of the Board
     and Chief Executive Officer (CEO) of Media and
     Entertainment.Com, Inc. Also Winsonic Holdings, Ltd. will
     add another board member. Also Executive agreements in Media
     and Entertainment.Com, Inc. will be given to: Winston
     Johnson - Chairman of the Board and CEO; Jon J. Jannotta -
     Co-Chairman of the Board and President; Nana Yalley -
     Executive Vice President - and Vice Chairman of the Board:
     Scott Roderick - Vice President - Business Development and
     Investor Relations.

7.   The new entity will be given a new name and ticker
     symbol to be determined by the Board of Directors and to
     take immediate effect. A suggested name shall be WINSONIC
     DIGITAL or WINSONIC DIGITAL CABLE NETWORK. The symbol WDCN
     is available.

8.   Media and Entertainment.Com. Inc. and Winsonic
     Holdings, Ltd. agree that the 28 million shares currently
     held in escrow will be returned to the treasury and replace
     with 10 million shares in escrow. Upon review of the audited
     financials of Winsonic Holdings, Ltd., the Board of
     Directors of Media and Entertainment.Com, Inc. will release
     the shares out of escrow.

9.   This Addendum supercedes all prior contracts between
     Media and Entertainment.Com, Inc. and Winsonic Holdings,
     Ltd. All prior contracts are subordinate to this Addendum.
     The new agreement formalizing this binding ADDENDUM shall
     close upon the approval of the Audited Financials no later
     than January 29,2004.



AGREED TO BY:



/s/ Jon J. Jannotta    12-11-03        /s/ Winston Johnson    12-11-03
-------------------                    -------------------
Jon J. Jannotta                         Winston Johnson
Executive Vice President                Chairman-OWNER
MEDIA AND ENTERTAINMENT.COM, INC.       WINSONIC HOLDINGS, LTD.