Media & Entertainment, Inc.
00000 X. Xxxxxxx Xxx. Suite 200
Henderson, NV 89052
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 valuation 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 $11,000,000.00 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. Xxxxxxx Xxxxxxx 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: Xxxxxxx Xxxxxxx
- Chairman of the Board and CEO; Xxx X. Xxxxxxxx - Co-
Chairman of the Board and President; Xxxx Xxxxxx - Executive
Vice President - and Vice Chairman of the Board; Xxxxx
Xxxxxxxx- Vice President - Business Development and Investor
Relations.
-1-
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/ Xxx X. Xxxxxxxx /s/ Xxxxxxx Xxxxxxx
___________________________________ _________________________________
Xxx X. Xxxxxxxx Xxxxxxx Xxxxxxx
Executive Vice President Chairman-OWNER
MEDIA AND XXXXXXXXXX.XXX, INC. WINSONIC HOLDINGS, LTD.
-2-
