MEDIA & ENTERTAINMENT COM INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>v08314_ex10-1.txt
<TEXT>

                                                                    Exhibit 10.1

                                [WINSONIC LOGO]

October 8, 2004


Mr. Jeffrey B. McConnell 200 Galleria Parkway NW, Suite 1200 Atlanta, GA 30339

Dear Jeffrey:

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.

Location Independence

You will be employed on a  location-independent  basis  provided you are able to
tele-commute using computer and information  technologies from whatever location
you are  present at from time to time.  It is  acknowledged  that  WinSonic  may
require your  presence at  in-person  meetings,  from time to time,  in Atlanta,
Georgia, New York, New York and/or Los Angeles, California, or such other places
as WinSonic  may  specify  provided  you will be given at least 5 business  days
prior written  notice of such meetings and further  provided that WinSonic shall
pay your roundtrip travel expenses to and from such meeting places. In addition,
you will not be  required  to attend such  in-person  meetings  for more than 10
business days in any calendar month during the term of your employment.

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, 2005 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 qualified  incentive stock options to purchase 1,000,000 shares
of Common Stock granted today at an exercise price of $1.00 per share,  which is
a 33% premium over today's  opening price of $.75, 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.

<PAGE>

Additional Stock Options

You have been granted 750,000 shares of stock options today at an exercise price
of $.01  which  vest 1/3  immediately,  1/3 at the  closing of the next round of
funding or January 1, 2005 which ever is earlier,  and the remaining 1/3 at when
the  cumulative  company  revenues  exceed  $5,000,000  or  December  31,  2005,
whichever is earlier.

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

<PAGE>

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.

<PAGE>

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


------------------------
Winston Johnson
Chairman & Founder,
WinSonic Digital Media Group, LTD.


------------------------
Jon J. Jannotta
President and Director
WinSonic Digital Media Group, LTD.


------------------------
Nana Yalley
Execuitve Vice President and Director
WinSonic Digital Media Group, LTD.


------------------------
Jeffrey B. McConnell
Chief Operating Officer & Chief Financial Officer
WinSonic Digital Media Group, LTD.


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