Exhibit
        10.1

       

       

      [WINSONIC
        LOGO]

       

       

      November
        2, 2005

       

      Mr.
        Eric
        D. Young

      420
        Stone
        Arbor Court

      Atlanta,
        GA 30331

      


      Dear
        Eric: 

      


      I
        am
        pleased to confirm the terms of your employment in the position of Chief
        Operating Officer and Chief Financial Officer for WinSonic Digital Media
        Group,
        LTD (“WinSonic”), reporting to Winston
        Johnson, Chairman and CEO.
        

      


      Compensation

      


      Your
        base
        salary is $200,000 per annum and you agree to defer $5,000 per month of base
        salary until the next funding occurs or January 1, 2006 whichever comes first.
        Additionally you will be eligible for an annual incentive bonus ("Incentive
        Bonus") with payout potentials of 50% of base pay for achievement of annual
        target performance goals and payout potentials of 100% of base pay for
        achievement of annual stretch performance goals. Further, your annual salary
        and
        bonus plan shall be subject to annual review and upward adjustment based
        on
        performance.

      


      Stock
        Options

      


      You
        will
        receive non-qualified incentive stock options to purchase 500,000 shares
        of
        Common Stock granted today at an exercise price of $1.00 per share in accordance
        with WinSonic’s Employee Stock Option Plan. The option grant will be made
        pursuant to the terms of a standard option agreement and vests as follows:
        10%
        shall vest immediately upon your delivery of a counter-signed copy of this
        offer
        letter to WinSonic; and the remaining 90% of which shall vest at the rate
        of
        1/12th
        per
        month for 12 months. In the event of a change of control, sale of the company
        or
        termination without cause (or you resign with good reason), any unvested
        stock
        options will vest immediately.

       

      Restricted
        Stock 

      


      You
        have
        been granted 750,000 restricted shares of stock today at a purchase exercise
        price of $.01 which vest 1/3 immediately, 1/3 at the closing of the next
        round
        of funding or January 1, 2006 which ever is earlier, and the remaining 1/3
        at
        when the company’s common stock resumes trading on the OTCB.

      
Benefits

      


      You
        are
        eligible for participation in our benefits plans, which includes medical,
        dental, company paid life insurance and the ability to utilize a flexible
        spending account. Additionally you will be able to participate in other benefit
        plans as they are implemented on terms similar to those offered to the Chairman
        and CEO. These would include, deferred compensation, long-term incentive
        compensation, 401K, automobile allowance among others. You will be entitled
        to
        four (4) weeks paid vacation each year.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Obligations.

      


      During
        the period of your employment under this Agreement, you shall devote your
        full
        business efforts and time to WinSonic. This obligation, however, shall not
        preclude you from engaging in such personal, noncompetitive business, civic,
        charitable and/or religious activities as you may deem appropriate, provided
        that the activities do not materially interfere or conflict with your
        responsibilities to, or your ability to perform your duties of employment
        by,
        WinSonic under this Agreement. 

      


      Termination
        With or Without Cause; Resignation for Good Reason

      


      For
        purposes of this agreement, “cause” shall mean termination based upon the
        occurrence of one or more of the following which, if curable, is not cured
        within 14 days after the receipt of written notice to you by WinSonic specifying
        with reasonable particularity such failure: (1) material neglect or malfeasance
        of your duties which is materially detrimental to the company, (2) material
        violation of lawful company policies or directives which is materially
        detrimental to the company, (3) dishonesty or other misconduct which is
        materially detrimental to the company, or (4) conviction or nolo contendre
        plea
        of a felony. 

      


      For
        purposes of this agreement, “good reason” shall exist only if WinSonic fails to
        correct, after 14 days written notice from you to WinSonic specifying
        with reasonable particularity the reasons you consider this clause to have
        been
        violated,
        one of
        the following: (1) the reduction or deferral of your base salary without
        prior
        written agreement by you, (2) the reduction of your responsibilities or removal
        of adequate administrative and/or technical support for your position, in
        any
        case without prior written agreement by you, or (3) any change in the location
        independence arrangement described above without prior written agreement
        by you.


      


      You
        are
        in our executive severance plan as follows: (a) If employment is terminated
        for cause or voluntarily resign without good reason, will receive base salary
        prorated through the date of termination. (b) If employment is terminated
        without cause or you resign with good reason will receive base salary and
        earned
        bonus for the year in which such termination occurs prorated through the
        date of
        such termination, plus continuation of base salary, benefits and target bonus
        for twelve (12) months thereafter.

      


      At-will
        employment.

      


      Please
        understand that this letter does not constitute a contract of employment
        for any
        specific period of time, but will create an “employment at will” relationship
        that may be terminated at any time by you or WinSonic with or without cause,
        good reason, or with or without notice.

      


      Confidential
        Information; Nondisclosure.

      


      As
        an
        employee WinSonic, it is likely that you will become knowledgeable about
        confidential and/or proprietary information related to the operations, products
        and services of WinSonic. To protect the interests of WinSonic, all employees
        are required to treat WinSonic’s confidential information as being strictly
        confidential and not to use or disclose such information except in furtherance
        of WinSonic’s business.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
Noncompetition.

      


      You
        agree
        that, as long as you are employed by WinSonic pursuant to this Agreement,
        you
        will not engage in, or have any direct or indirect interest in any person,
        firm,
        corporation or business (whether as an employee, officer, director, agent,
        partner or otherwise) that is directly competitive with the business of
        WinSonic. Notwithstanding the preceding sentence, you may own not more than
        20%
        of the securities of any company, private or publicly traded.

      


      Complete
        Agreement.

      


      You
        further understand and agree that this offer letter contains a full and complete
        statement of the agreements and understandings that it recites, that no one
        has
        made any promises or commitments to you contrary to the foregoing, and that
        this
        letter supersedes all prior agreements, understandings, and representations
        concerning employment with WinSonic, whether written or oral, express or
        implied. In the event that any provision hereof shall be adjudicated to be
        invalid or unenforceable, this Agreement shall continue in full force and
        effect
        without said provision or the Agreement may be amended by the adjudicator
        to
        revise the scope of those provisions so as to render them enforceable under
        applicable law.

      


      I
        am
        confident that your contribution to WinSonic’s success will be significant.


       

      
        	 	 	 	 
	/s/
                Winston Johnson 	 	 	 
	
                
Winston
                Johnson 	 	 	
              
	
                Chairman
                  & Founder, 

                WinSonic Digital Media Group, LTD. 

              	 	 	 


      

       

      
        
          	 	 	 	 
	/s/ 
                  Jon J. Jannotta	 	 	 
	
                  
Jon
                  J. Jannotta	 	 	
                
	
                  President and Director

                  WinSonic Digital Media Group, LTD.

                	 	 	 


        


        
          	 	 	 	 
	/s/ 
                  Eric Young	 	 	 
	
                  
Eric
                  Young	 	 	
                
	
                  Chief
                    Operating Officer & Chief Financial Officer

                  
                    WinSonic
                      Digital Media Group, LTD.