**Exhibit 10.3**
|                    | ** ** |
|--------------------|------------|
| ** **         |
| ** **         |
| ** **         |
| July 26, 2007      |
|               |
|               |
| Timmy Monico       |
| 130 Freedom Ct.    |
| Rockwall, TX 75032 |

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# Re:          SeparationAnd Release Agreement

# Dear Timmy:

# This letter setsforth the terms of the Separation and Release Agreement (“Agreement”) betweenyou and InfoSonics Corporation (“InfoSonics” or the “Company”).  Please read it carefully.  It contains a release of claims and a promisenot to sue the Company:

# 1.     Your resignation has been accepted employment with theCompany is terminated, effective July 26, 2007 (“Separation Date”).  As of your Separation Date, you have noduties, responsibilities or authority whatsoever as an employee, agent orrepresentative of the Company.

# 2.     Subject to the terms of this Agreement and upon theoccurrence of the Effective Date (as defined herein), the Company agrees to payto you severance of eleven-thousand dollars ($11,000.00) (less applicable taxesand withholdings) (“Severance Payment”).

# 3.     You acknowledge that the Company’s obligation to makethe Severance Payment as set forth herein arises solely from this Agreement andthat, except as provided in this Agreement, the Company is not obligated tomake any severance or similar payment to you. You agree and understand that your receipt of the Severance Payment andother benefits pursuant to this Agreement is expressly contingent upon yourcontinued compliance with the terms of this Agreement.

# 4.     Inexchange for the Severance Payment and other benefits provided to you asdescribed herein, to the extent permitted by law, you, for yourself, yourheirs, executors, distributees, legatees, administrators, successors andassigns to the extent permitted by law, hereby release and forever dischargeInfoSonics, all current and former parents, subsidiaries, benefit plans,related companies, partnerships, joint ventures, and other affiliates thereof,and with respect to all of them, their predecessors and successors, and withrespect to all such entities, all of their past, present and future employees,officers, directors, stockholders, owners, representatives, assigns, attorneys,agents, insurers, and any other persons acting by, through, under or in concertwith any of the persons or entities listed herein, and their successors (the “ReleasedParties”) of and from any and all charges, complaints, actions, causes ofaction, suits, liabilities, obligations, promises, controversies, damages,losses, debts and expenses (including attorneys’ fees and costs) and claims inlaw or in equity of any nature whatsoever, known or unknown, suspected orunsuspected, you may have, ever had, now have or shall have against each or anyof the Released Parties, to and including the date of execution of thisAgreement, including, but not limited to,

 

 

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# claims for breach of an implied or express employment contract, claimsfor wrongful discharge, claims for negligent or intentional tort, claimsalleging a violation of the Consolidated Omnibus Budget Reconciliation Act(COBRA) (29 U.S.C. § 1161 et. seq.); the Older Workers BenefitProtection Act (29 U.S.C. §§ 626 etseq.); the Age Discriminationin Employment Act of 1967, as amended (29 U.S.C. §§ 621 etseq.);Title VII of the Federal Civil Rights Act of 1964, as amended (including asamended by the Civil Rights Act of 1991) (41 U.S.C. §§ 2000e etseq.);the Equal Pay Act of 1963, as amended (29 U.S.C. § 206(d)(1)-(4); the CivilRights Acts of 1866 and 1871 (42 U.S.C. § 1981); the Immigration Reform andControl Act of 1986 (29 U.S.C. §§ 1802 et. seq.); the WorkerAdjustment and Retraining Notification Act, (29 U.S.C §§ 2101 etseq.);the Employee Retirement Income Security Act of 1974, as amended (29 U.S.C. §§1001 etseq.); the Fair Labor Standards Act (29 U.S.C. §§ 201 etseq.); the Americans with Disabilities Act of 1990 (42 U.S.C. §§ 12101 etseq.); the Family Medical Leave Act of 1993, (29 U.S.C. §§ 2611 etseq.), claims pursuant to federal, state or local law regardingdiscrimination based on age, race, sex, pregnancy, religion, national origin,disability, marital status, sexual orientation or preference, and claims foralleged violation of any other local, state, or federal law, regulation,ordinance, common law or public policy, having any bearing whatsoever on theterms or conditions of your employment with or by InfoSonics or the separationof your employment from the Company.  Youfurther agree, to the extent permitted by law, not to bring suit or other legalaction against any of the Released Parties based on any claims that are beingreleased pursuant to this Agreement and expressly agree to waive any benefit therefrom.  You understand, agree and intend that thisAgreement contains a full and final release, compromise and settlement of anyand all claims you may have against the Released Parties whether known,suspected, unknown or unsuspected, that you may have as of the date of thisAgreement.

# 5.     Notwithstandingany contrary provision of this Agreement, by this release, you do *not* waive your right to file a charge orcomplaint with a government administrative agency (“agency”) enforcing thecivil or human rights laws, such as the Equal Employment OpportunityCommission, or any state human rights agency, or to participate in anyinvestigation or proceeding conducted by such an agency, or to testify in orcooperate with any related proceeding, nor shall any provision in thisAgreement adversely affect your right to engage in such conduct.  Nevertheless, pursuant to this Agreement, youwaive the right to obtain or assign any monetary relief or other recovery as aresult of or with regard to the matters alleged in any such charge or complaintor to collect any monies or compensation as a result of filing or participatingin such a charge or complaint.  Youfurther agree never to accept or assign any damages, remedies or other relief(any right to which you hereby waive) with respect to any claim that has beenreleased herein or any event occurring as of the date of this Agreement.

# 6.     You hereby waive any and all right to reinstatement orre-employment to any position of employment with InfoSonics or any affiliatethereof.

# 7.     Otherthan as may be required pursuant to paragraph 5, you agree that you will not,directly or indirectly, make any adverse or disparaging oral or writtenstatements regarding InfoSonics or its subsidiaries, parent and affiliates, orthe respective successors, assigns, agents, shareholders, officers,directors or current or former employees of any of them, whether to anycustomer or prospective customer of the Company, the press or any other media,any other business entity or third party, or any current or former employee ofthe Company and that you will do nothing to

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# impair the Company’s reputation or good will among its customers,potential customers, vendors, suppliers, or others in the industry.

# 8.     You agree that you will promptly return to InfoSonicsany and all confidential information and all other materials, equipment,property or documents belonging to the Company that may be in your possessionor control.

# 9.     You promise not to disclose, either directly orindirectly, in any manner whatsoever, any information regarding the existenceor terms of this Agreement to any persons or entities other than your attorney,your immediate family, your accountant or any governmental taxing authority.

# 10.   You acknowledge and agree that (a) you were givensufficient time to consider this Agreement before signing it and that you tookadvantage of that time, (b) you carefully read the Agreement, (c) you fullyunderstand it, (d) you are entering the Agreement voluntarily, (e) you arereceiving valuable consideration in exchange for your execution of theAgreement that you would not otherwise be entitled to receive, and (f) you havehad the opportunity to discuss this Agreement with your attorney if you desiredto do so.

# 11.   This Agreement contains the entire agreement betweenInfoSonics and you and may not be modified, altered or terminated except uponthe express prior written consent of you and the Company.

# 12.   The waiver by any party of a breach of any provisionherein shall not operate or be construed as a waiver of any subsequent breachby any party.

# 13.   This Agreement shall be deemed executed and deliveredwithin the State of Texas and is made in contemplation of its interpretationand effect being construed in accordance with the laws of said State applicableto contracts fully executed, delivered and performed in said State, and it isexpressly agreed that it shall be construed in accordance with the laws of theState of Texas without giving effect to the principles of the conflicts oflaws.  All litigation arising out of orrelating to this Agreement or any of the transactions contemplated hereby shallbe brought exclusively in the Federal or State courts of Dallas, Texas and theparties consent to personal jurisdiction therein.

# 14.   The rule of law that ambiguities in agreements are tobe construed against the drafter shall not be applied to this Agreement.

 

 

 

Please read thisletter with care, make certain that you understand the meaning of each of the termscontained herein, and take time to consider your decision before you sign.  **THISAGREEMENT CONTAINS A RELEASE OF ALL CLAIMS.** As stated above, werecommend that you should consult with an attorney of your choice.

 

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If the terms ofthe agreement are satisfactory to you, please countersign the enclosed copy ofthis letter, have your signature notarized, and return it to me by [7 days from, whereupon this letter and such copy will constitute a binding agreement onthe basis set forth above.

 
|   | Sincerely yours, |                    |
|--------|------------------|-------------------------|
|   | infosonics       |                    |
|   |             |                    |
|   |             |                    |
|   | By:              | Jeff Klausner           |   |
|   |             |                    |   |
|   | Signature:       | /s/ Jeff Klausner       |   |
|   |             |                    |   |
|   | Title:           | Chief Financial Officer |   |
|        |                  |                         |  |  |  |

 

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I acknowledge and agreethat I have read the foregoing Agreement, have had the opportunity to consultwith counsel, and that I understand the meaning of each of the terms containedherein, and that I have freely and voluntarily entered into it.  I agree that no fact, evidence, event ortransaction currently unknown to me but which may hereafter become known to me,shall affect in any manner the final and unconditional nature of the releasestated above.

 
|   | /s/ Timmy Monico |   |
|--------|------------------|--------|
|   | Signature        |   |

 

 
| STATE OF                          | )                 |
|------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------|
|                                                                                                                                                 | )  ss.: |
| COUNTY OF                         | )                 |

 

I,                               ,a Notary Public, do hereby certify that                             ,personally known to me to be the same person whose name is subscribed in theforegoing instrument, appeared before me this day in person and acknowledgedthat she signed and delivered the said instrument as her free and voluntary actfor the uses and purposes therein set forth.

 

Given under my hand andofficial Seal this        day of                             .

 

 

 
|   |          |   |
|--------|---------------|--------|
|   | Notary Public |   |

 

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