Unassociated Document


    Exhibit
      10.16

    
 

    GLOBAL
      MUSIC INTERNATIONAL, INC.

    30
      Grassy
      Plain Street, Suite 7

    Bethel,
      Connecticut 06801

    (203)
      730-0888

    


    


    


    August
      29, 2007

    


    


    Mr.
      James
      Fallacaro

    1304
      North Lake Shore Drive

    Sarasota,
      Fl. 34231

    


    Ms.
      Corinne Fallacaro

    1304
      North Lake Shore Drive

    Sarasota,
      Fl. 34231

    


    Dear
      Jim
      and Corinne,

    


    As
      you know, we have agreed to pay (i)
      James Fallacaro (“Jim”) an annual salary of $150,000 in connection with his
      service as an employee of the Company for the year ending December 31, 2007,
      such payments to be made twice per month, commencing January 1, 2007, and (ii)
      Corinne Fallacaro (“Corinne”),  $50,000 to be paid as of the date of
      her resignation as our Chief Executive Officer and President. Because of the
      constraints on our liquidity and financial resources,  each of you has
      agreed, at our request, to defer such payments.  To ensure that this
      deferral does not subject you to the additional tax contemplated by Section
      409A
      of the Internal Revenue Code of 1986, as amended, and the rules and regulations
      promulgated thereunder, the parties hereto have agreed that these payments
      would
      be made to you on a pari passu basis on the earlier to occur
      of  (i) the date that the Board in its discretion determines that the
      Company is cash-flow positive, (ii) such payment would no longer jeopardize
      the
      Company’s ability to continue as a going concern, and (iii) the occurrence of
      any of the following events:  (A) we make an assignment for the
      benefit of creditors, (B) an order, judgment or decree is entered adjudicating
      us as bankrupt or insolvent and such order is not stayed, vacated or dismissed
      within 60 days of the date of entry thereof, (C) any order for relief with
      respect to us  is entered under the Bankruptcy Reform Act, Title 11 of
      the United States Code, and such order is not stayed, vacated or dismissed
      within 60 days of the date of entry thereof, (D) we petition or apply to any
      tribunal for the appointment of a custodian, trustee, receiver or liquidator
      with respect to us  or of any substantial part of our assets , or we
      commence any proceeding relating to us under any bankruptcy reorganization,
      arrangement, insolvency, readjustment of debt, dissolution or liquidation law
      of
      any jurisdiction, or (E) any such petition or application is filed, or any
      such
      proceeding is commenced, against us and either (1) we indicate our approval
      thereof, consent thereto or acquiescence therein or (2) such petition,
      application or proceeding is not stayed, dismissed or vacated within 60
      days  after the earlier of the filing or commencement
      thereof.

    


    Each
      of you further agrees that no
      interest shall be payable or accrue with respect to the amounts payable to
      you
      as described herein.

    


    Very
      truly yours,

    


    


    Global
      Music International,
      Inc.

    


    


    


    By:___________________________________

          Christopher
      Mauritz, Executive Vice President

    


    


    Acknowledged
      and Agreed

    


    


    


    ______________________________________

    James
      Fallacaro

    


    


    ______________________________________

    Corinne
      Fallacaro