ex4-1.htm


    Exhibit
      4.1

     

    
       

      
        

        WINSONIC
          DIGITAL MEDIA GROUP,
          LTD.

        


         

        THIS
          NOTE
          AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES
          ONLY
          AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
          (THE
          "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS.  THIS NOTE AND
          THE UNDERLYING SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED
          OR
          OTHERWISE OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION
          THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES
          LAWS.  THE PAYOR (AS DEFINED BELOW), IN ITS SOLE DISCRETION, SHALL
          HAVE THE RIGHT TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY
          TO THE
          COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN
          CONNECTION WITH ANY PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION
          OF ANY
          APPLICABLE STATE SECURITIES LAWS.  THIS LEGEND SHALL BE ENDORSED UPON
          ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE.

         

        WINSONIC
          DIGITAL MEDIA GROUP, LTD.

         

        6%
          CONVERTIBLESUBORDINATED PROMISSORY NOTE

         

        
          	
                  $__________

                	
                  October
                    12, 2007

                
	 	 


        

         

        FOR
          VALUE
          RECEIVED, Winsonic Digital Media Group, Ltd., a Nevada corporation
          ("Payor"), having its executive office at 101 Marietta Street, Suite
          2600, Atlanta, Georgia 30303 promises to pay to ____________ ("Payee"),
          having
          an address at ___________________  (or at such other place as Payee
          may from time to time hereafter direct by notice in writing to Payor),
          the
          principal sum of ____________________  ($_______)  plus
          accrued interest, on the first to occur of the following dates:

         

        (i) October
          12, 2008 (the "Maturity Date");

         

        (ii) the
          date on which all outstanding amounts under this Note are prepaid in full
          pursuant to Section 2 hereof (the "Prepayment Date");

         

        (iii) the
          date (the "Conversion Date") on which (1) the outstanding principal
          amount of this Note plus accrued interest is automatically converted into
          the
          Payor's common stock, par value $0.001 per share (the "Common Stock")
          pursuant to Section 4.2 hereof or (2) the Payee elects to convert this
          Note into
          Common Stock of the Payor pursuant to Section 4.1 hereof, which election
          may be
          made at any time by Payee by delivering a conversion notice in writing
          to Payor;
          and

         

        (iv)
          any
          other date on which the principal amount of, or accrued unpaid
          interest

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        on,
          this
          Note is declared to be, or becomes, due and payable pursuant to its terms
          prior
          to the Maturity Date (the "Acceleration Date").

         

        1.           Computation
          of Interest; Payments.

         

        1.1.  The
          principal amount of this Note outstanding from time to time shall bear
          interest
          at the rate of six percent (6%) per annum (the "Interest Rate") from the
          date hereof through the earliest to occur of (i) the Maturity Date;
          (ii) the Prepayment Date; (iii) the Conversion Date or (iv) the
          Acceleration Date.

         

        1.2.  Interest
          accrued on this Note shall only be payable on the earliest to occur of
          (i) the
          Maturity Date; (ii) the Prepayment Date; (iii) the Conversion Date or (iv)
          the
          Acceleration Date.

         

        1.3.  All
          payments made by the Payor on this Note shall be applied first to the payment
          of
          accrued unpaid interest on this Note and then to the reduction of the unpaid
          principal balance of this Note.

         

        1.4.  In
          the
          event that the date for the payment of any amount payable under this Note
          falls
          due on a Saturday, Sunday or public holiday under the laws of the State
          of New
          York, the time for payment of such amount shall be extended to the next
          succeeding business day and interest at the Interest Rate shall continue
          to
          accrue on any principal amount so effected until the payment thereof on
          such
          extended due date.

         

        2.  
Prepayment.  The
          Payor may, without prior notice, prepay the outstanding principal and accrued
          but unpaid interest of this Note in whole at any time, or in part from
          time to
          time, without penalty, fee or charge.  Each prepayment of this Note
          shall first be applied to interest accrued through the date of prepayment
          and
          then to principal.

         

        3. 
 Merger
          Transaction.  On or before the Maturity Date, if the
          Payor completes a transaction (“Merger Transaction”) in which (a) Payor is
          merged or consolidated with or into any other corporation in which the
          shareholders of the Payor shall own less than 50% of the voting securities
          of
          the surviving corporation or (b) the acquirer purchases all or substantially
          all
          of the Payor’s assets, the unpaid principal and accrued and unpaid interest
          outstanding under the Note will be due and payable upon the closing of
          the
          Merger Transaction (the "Merger Acceleration Date"), subject to the
          Payee’s rights of conversion set forth in Section 4.1(b) below.

         

        4.  
Conversion.

         

        4.1.  
Voluntary
          Conversion.

         

         
          (a)           Any holder
          of this Note has the right, at the holder's option, at any time and prior
          to
          payment or conversion of this Note, to convert any then unpaid principal
          of this
          Note (together with any accrued and unpaid interest due under this Note),
          in
          whole but not in part, into a whole number of shares of the Payor's Common
          Stock
          at a price per share equal to $0.20 (subject to appropriate adjustments
          as set
          forth herein, the "Conversion Price") upon satisfaction of the conditions
          set forth in this Section 4.

         

         

        
          
             

          

          
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          (b)           On or
          before the Maturity Date, if the Payor completes a Merger Transaction,
          the Payee
          shall have the option for thirty (30) days prior to the Merger Acceleration
          Date
          to convert any then unpaid principal of this Note (together with any accrued
          and
          unpaid interest due under this Note) into a whole number of shares of the
          Payor's Common Stock at a price per share equal to the Conversion Price
          upon
          satisfaction of the conditions set forth in this Section 4.

         

        


        4.2.  
Automatic
          Conversion.  On or before the Maturity Date, if the Payor
          completes an offering of its preferred stock, Common Stock or a combination
          of
          preferred stock and Common Stock for gross proceeds of at least $3,000,000
          (an
          "Equity Financing"), the then unpaid principal of this Note (together
          with any accrued and unpaid interest due under this Note) will automatically
          convert into a whole number of shares of the Payor's Common Stock at a
          price per
          share equal to the Conversion Price.

         

        4.3.  
Conversion
          Procedures.

         

         
          (a)           Notice
          of Conversion Pursuant to Section 4.1.  Before the Payee shall be
          entitled to convert this Note pursuant to Section 4.1 hereof, it shall
          surrender
          this Note, and shall give written notice to the Payor (the "Conversion
          Notice") at its principal office, of the election to convert the same at
          least five business days prior to the effective date of such
          conversion.  The Conversion Notice shall state the principal amount
          and accrued and unpaid interest which the Payee elects to convert, the
          number of
          shares of Payor's Common Stock to be issued in connection with such conversion
          and the effective date of such conversion (the "Voluntary Conversion
          Date").  Payee shall cooperate with Payor and provide Payor with
          additional documentation or information upon reasonable request in order
          to
          enable the Conversion Shares to be issued.

         

         
          (b)           Notice
          of Conversion Pursuant to Section 4.2.  If this Note is
          automatically converted pursuant to Section 4.2, written notice shall be
          delivered to the Payee of this Note at the address last shown on the records
          of
          the Payor for the Payee or given by the Payee to the Payor for the purpose
          of
          notice, or, if no such address appears or is given, at the place where
          the
          principal office of the Payor is located, notifying the Payee of the conversion
          to be effected and the applicable conversion price, the principal amount
          of the
          Note to be converted, the amount of accrued interest to be converted, the
          date
          on which such conversion will occur (the "Automatic Conversion Date" and
          collectively with the Voluntary Conversion Date, the "Conversion Date")
          and calling upon such Payee to surrender to the Payor, in the manner and
          at the
          place designated, the Note.

         

         
          (c)           Mechanics
          of Conversion.  If this Note is to be converted pursuant to this
          Section 4, (i) Payee shall tender to Payor this Note for cancellation on
          or
          prior to the Conversion Date and (ii) as soon as practicable following
          receipt
          of this Note for cancellation, but in no event later than ten business
          days
          following such receipt, the Payor shall deliver to the Payee a certificate
          or
          certificates representing the number of shares of the Payor's Common Stock
          to
          which the Payee is entitled pursuant to this Section 4.  Conversion of
          this Note shall be deemed to have been made as of the Conversion
          Date.

         

        
          
             

          

          
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        (d)           No
          Fractional Shares. No fractional shares of the Payor's Common Stock shall be
          issued upon conversion of this Note.  In lieu of issuing any
          fractional shares of the Payor's Common Stock, Payor shall round up any
          conversion calculations so that only whole integrals of Common Stock shall
          be
          issued upon conversion.

         

         
          (e)           Effect
          of Conversion.  The delivery to the Payee of a certificate
          evidencing the shares of Common Stock into which this Note has been converted
          shall be deemed to satisfy the Payor's obligation to pay, when due, the
          principal and interest under this Note so converted.  Any interest
          converted shall be deemed paid and not cancelled, extinguished or
          forfeited.

         

         
          (f)           Taxes on
          Conversion.  The Payor shall pay any and all documentary stamp or
          similar issue or transfer taxes or any other taxes payable in respect of
          the
          issue or delivery of Common Stock to Payee upon conversion of this
          Note.

         

         
          (g)           Reservation
          of Common Stock.  The Payor shall at all times when this Note
          shall be outstanding, reserve and keep available out of its authorized
          but
          unissued Common Stock, a number of shares of Common Stock as shall from
          time to
          time be sufficient to effect the conversion of this Note.  The Payor
          shall, from time to time in accordance with the law of the state of the
          Payer's
          incorporation, take such corporate action as shall be necessary to ensure
          that
          the Payor may validly and legally issue fully paid and nonassessable shares
          of
          Common Stock to effect the conversion of this Note.

         

         
          (h)           Adjustment
          for Reorganization, Consolidation, Merger or Reclassification.  If
          after the date hereof the Payor shall (i) effect a reorganization,
          (ii) consolidate with or merge into any other person or entity, (iii)
          change the shares of Common Stock issuable upon conversion of this Note
          into the
          same or a different number of shares of any class(es) or series of stock,
          whether by reclassification or otherwise or (iv) sell or transfer all or
          substantially all of its properties or assets to any other person or entity
          under any plan or arrangement contemplating the dissolution of the Payor,
          then,
          in each such case, the Payee, upon the conversion of this Note as provided
          in
          this Section 4 at any time or from time to time after the consummation
          of such
          reorganization, consolidation, reclassification, merger or sale, or the
          effective date of such dissolution, as the case may be, shall receive,
          in lieu
          of the shares of Common Stock issuable on such conversion immediately prior
          to
          such consummation or such effective date, as the case may be, the stock
          and
          property (including cash) to which the Payee would have been entitled upon
          the
          consummation of such reorganization, consolidation, reclassification or
          merger,
          or in connection with such dissolution, as the case may be, if the Note
          had been
          converted immediately prior thereto (assuming the payment by the Payee
          of the
          Conversion Price therefor as required hereby).

         

        5.  
Piggy-Back
          Registration Rights.

         

        5.1.  Defined
          Terms.  As used in this Section 5, terms defined elsewhere herein
          shall have their assigned meanings and each of the following terms shall
          have
          the following meanings (such definitions to be applicable to both the plural
          and
          singular of the terms defined):

         

        (a)           Registrable
          Securities; Effectiveness Period.  The term "Registrable
          Securities" shall mean any shares of Payor's Common Stock issuable upon
          conversion of this Note in accordance with the terms and conditions
          hereof.  For the purposes of

         

         

        
          
             

          

          
            4

            
              

            

          

          
             

          

        

         

        this
          Section 5, securities will cease to be Registrable Securities when (A)
          a
          registration statement under the Act, covering such Registrable Securities
          has
          been declared effective and (1) such Registrable Securities have been disposed
          of pursuant to such effective registration statement or (2) such registration
          statement has remained effective for 270 consecutive days, (B) such Registrable
          Securities are transferred pursuant to an exemption from the registration
          requirements of the Act, including, without limitation, Rules 144 and 144A
          promulgated thereunder, (C) such Registrable Securities are eligible for
          sale
          pursuant to Rule 144(k) of the Act (or any similar provision then in force)
          or
          (D) such Registrable Securities have been otherwise transferred and the
          Payor,
          in accordance with applicable law and regulations, has delivered new
          certificates or other evidences of ownership for such securities which
          are not
          subject to any stop transfer order or other restriction on transfer ((A)
          through
          (D) collectively referred to herein as the "Effectiveness
          Period").

         

        (b)           Rightsholders.  The
          term "Rightsholder" shall include the Payee, all successors and assigns
          of the Payee and all transferees of Registrable Securities where such transfer
          affirmatively includes the transfer and assignment of the rights of the
          Payee
          under this Note with respect to the transferred Registrable Securities
          and such
          transferee agrees in writing to assume all of the Payee’s agreements,
          obligations and liabilities under this Note.

         

        5.2.  Piggy-Back
          Registration.

         

        (a)           If,
          at any time on or after the date hereof and prior to the Maturity Date,
          the
          Payor proposes to file a registration statement under the Act with respect
          to an
          offering by the Payor or any other party of any class of equity security
          similar
          to any Registrable Securities (other than a registration statement on Form
          S-4
          or Form S-8 or any successor form or a registration statement filed solely
          in
          connection with a stock option or other employee benefit plan, an exchange
          offer, a business combination transaction or an offering of securities
          solely to
          the existing stockholders or employees of the Payor), then the Payor, on
          each
          such occasion, shall give written notice (each, a "Piggy-Back Notice") of
          such proposed filing to all of the Rightsholders owning Registrable Securities
          at least fifteen days before the anticipated filing date of such registration
          statement, and such Piggy-Back Notice also shall be required to offer to
          such
          Rightsholders the opportunity to register such aggregate number of Registrable
          Securities as each such Rightsholder may request.  Each such
          Rightsholder shall have the right, exercisable for the five days immediately
          following the giving of a Piggy-Back Notice, to request, by written notice
          (each, a "Holder Notice") to the Payor, the inclusion of all or any
          portion of the Registrable Securities of such Rightsholders in such registration
          statement.  The Payor shall use reasonable efforts to cause the
          managing underwriter(s) of a proposed underwritten offering to permit the
          inclusion of the Registrable Securities which were the subject of all Holder
          Notices in such underwritten offering on the same terms and conditions
          as any
          similar securities of the Payor included therein.  Notwithstanding
          anything to the contrary contained in this Section 5.2(1), if the managing
          underwriter(s) of such underwritten offering or any proposed underwritten
          offering delivers a written opinion to the Rightsholders of Registrable
          Securities which were the subject of all Holder Notices that the total
          amount
          and kind of securities which they, the Payor and any other person intend
          to
          include in such offering is such as to materially and adversely affect
          the
          success of such offering, then the amount of securities to be offered for
          the
          accounts of such Rightsholders and persons other than the Payor shall be
          eliminated or reduced pro rata (based on the amount of securities owned
          by such
          Rightsholders and other

         

         

        
          
             

          

          
            5

            
              

            

          

          
             

          

        

         

        persons
          which carry registration rights) to the extent necessary to reduce the
          total
          amount of securities to be included in such offering to the amount recommended
          by such managing underwriter(s) in the managing underwriter’s written
          opinion.

         

        (b)           Number
          of Piggy-Back Registrations; Expenses.  The obligations of the
          Payor under this Section 5 shall be unlimited with respect to each
          Rightsholder.  Subject to the provisions of Section 5.4 hereof, the
          Payor will pay all Registration Expenses (as defined below) in connection
          with
          any registration of Registrable Securities effected pursuant to this Section
          5,
          but the Payor shall not be responsible for the payment of any underwriter’s
          discount, commission or selling concession in connection therewith.

         

        (c)           Withdrawal
          or Suspension of Registration Statement.  Notwithstanding anything
          contained to the contrary in this Section 5, the Payor shall have the absolute
          right, whether before or after the giving of a Piggy-Back Notice or receipt
          of a
          Holder Notice, to determine not to file a registration statement to which
          the
          Rightsholders shall have the right to include their Registrable Securities
          therein, to withdraw such registration statement or to delay or suspend
          pursuing
          the effectiveness of such registration statement.  In the event of
          such a determination after the giving of a Piggy-Back Notice, the Payor
          shall
          give notice of such determination to all Rightsholders and, thereupon,
          (A) in
          the case of a determination not to register or to withdraw such registration
          statement, the Payor shall be relieved of its obligation under this Section
          5 to
          register any of the Registrable Securities in connection with such registration
          and (B) in the case of a determination to delay the registration, the Payor
          shall be permitted to delay or suspend the registration of Registrable
          Securities pursuant to this Section 5.2 for the same period as the delay
          in the
          registration of such other securities.  No registration effected under
          this Section 5 shall relieve the Payor of its obligation to effect any
          registration upon demand otherwise granted to a Rightsholder under any
          other
          agreement with the Payor.

         

        5.3.  Registration
          Procedures.

         

        (a)           Obligations
          of the Payor.  The Payor will, in connection with any registration
          pursuant to Section 5.2 hereof, as expeditiously as possible:

         

        (1)           prepare
          and file with the Securities and Exchange Commission (the "Commission") a
          registration statement under the Act on any appropriate form chosen by
          the
          Payor, in the Payor’s sole discretion, which shall be available for the sale of
          all Registrable Securities in accordance with the intended method(s) of
          distribution thereof set forth in all applicable Holder Notices, and use
          the
          Payor’s commercially reasonable efforts to cause such registration statement
          to
          become effective as soon thereafter as reasonably practicable; provided,
          that, at least five business days before filing with the Commission of
          such
          registration statement, the Payor shall furnish to each Rightsholder whose
          Registrable Securities are to be included therein draft copies of such
          registration statement, including all exhibits thereto; and provided,
further, the Payor shall modify or amend the registration statement
          as it
          relates to such Rightsholder as reasonably requested by such Rightsholder
          on a
          timely basis, and shall reasonably consider other changes to the registration
          statement (but not including any exhibit or document incorporated therein
          by
          reference) reasonably requested by such Rightsholder on a timely basis,
          in light
          of the requirements of the Act and any other applicable laws and
          regulations.

         

         

        
          
             

          

          
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        (2)           prepare
          and file with the Commission such amendments and supplements to a registration
          statement and the prospectus used in connection therewith as may be necessary
          to
          keep the registration statement effective and to comply with the provisions
          of
          the Act with respect to the sale or other disposition of all securities
          covered
          by the registration statement during the Effectiveness Period;

        


        (3)           furnish
          to such Rightsholder such number of copies of a prospectus, including a
          preliminary prospectus, in conformation with the requirements of the Act,
          and
          such other documents, as such Rightsholder may reasonably request;

        


        (4)           use
          its reasonable efforts to register or qualify the Registrable Securities
          included in such registration statement under such other securities or
          blue sky
          laws of such jurisdictions as any Rightsholder whose Registrable Securities
          are
          included in such registration statement reasonably requests in writing
          and do
          any and all other acts and things which may be necessary or advisable to
          enable
          such Rightsholder to consummate the disposition in such jurisdictions of
          such
          Registrable Securities; provided, that the Payor will not be required to
          (i) qualify generally to do business in any jurisdiction where it would
          not
          otherwise be required to qualify but for this clause (4), (ii) subject
          itself to
          taxation in any such jurisdiction or (iii) take any action which would
          subject
          it to general service of process in any such jurisdiction;

        


        (5)           notify
          each Rightsholder of any Registrable Securities covered by the registration
          statement, promptly at any time when a prospectus relating thereto is required
          to be delivered under the Act, of the occurrence of a Discontinuation Event
          (as
          defined below).  For purposes of this Section 5.3(a)(5), a
          "Discontinuation Event" shall mean (i) when the Commission notifies the
          Payor that there will be a “review” of such registration statement and whenever
          the Commission comments in writing on such registration statement and until
          the
          Payor has addressed the comments in a supplemented prospectus and/or amended
          registration statement and/or supplementally; (ii) any request by the Commission
          or any other Federal or state governmental authority for amendments or
          supplements to such registration statement or prospectus or for additional
          information and until the request has been responded to; (iii) the issuance
          by
          the Commission of any stop order suspending the effectiveness of such
          registration statement covering any or all of the Registrable Securities
          or the
          initiation of any proceedings for that purpose; (iv) the receipt by the
          Payor of
          any notification with respect to the suspension of the qualification or
          exemption from qualification of any of the Registrable Securities for sale
          in
          any jurisdiction, or the initiation or threatening, in writing, of any
          proceeding for such purpose; and/or (v) the occurrence of any event or
          passage
          of time that makes the financial statements included in such registration
          statement ineligible for inclusion therein or any statement made in such
          registration statement or prospectus or any document incorporated or deemed
          to
          be incorporated therein by reference untrue in any material respect or
          that
          requires any revisions to such registration statement, prospectus or other
          documents so that, in the case of such registration statement or prospectus,
          as
          the case may be, it will not contain any untrue statement of a material
          fact or
          omit to state any material fact required to be stated therein or necessary
          to
          make the statements therein in light of the circumstances under which they
          were
          made, not misleading;

         

         

        
          
             

          

          
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        (6)           use
          reasonable efforts to obtain the withdrawal of any order suspending the
          effectiveness of such registration statement at the earliest possible time
          and
          to prevent the entry of such an order;

        


        (7)           make
          available for inspection by each Rightsholder whose Registrable Securities
          are
          included in such registration statement, any underwriter(s) participating
          in any
          disposition pursuant to such registration statement, and any representative,
          agent or employee of or attorney or accountant retained by any such Rightsholder
          or underwriter(s) (collectively, the "Inspectors"), all financial and
          other records, pertinent corporate documents and properties of the Payor
          (collectively, the "Records") and cause the officers, directors and
          employees of the Payor to supply all information reasonably requested by
          any
          such Inspector in connection with such registration statement; provided,
          that records which the Payor determines, in good faith, to be confidential
          and
          which it notifies the Inspectors are confidential shall not be disclosed
          by the
          Inspectors, unless (i) the release of such Records is ordered pursuant
          to a
          subpoena or other order from a court of competent jurisdiction or (ii)
          the
          disclosure of such Records is required by any applicable law or regulation
          or
          any governmental regulatory body with jurisdiction over such Rightsholder
          or
          underwriter; provided, further, that such Rightsholder or
          underwriter(s) agree that such Rightsholder or underwriter(s) will, upon
          learning the disclosure of such Records is sought in a court of competent
          jurisdiction, give notice to the Payor and allow the Payor, at the Payor’s
          expense, to undertake appropriate action to prevent disclosure of the Records
          deemed confidential;

        


        (8)           cooperate
          with the Rightsholder whose Registrable Securities are included in such
          registration statement and the managing underwriter(s), if any, to facilitate
          the timely preparation and delivery of certificates representing Registrable
          Securities to be sold thereunder, not bearing any restrictive legends,
          and
          enable such Registrable Securities to be in such denominations and registered
          in
          such names as such Rightsholder or any managing underwriter(s) may reasonably
          request at least two business days prior to any sale of Registrable
          Securities;

        


        (9)           comply
          with all applicable rules and regulations of the Commission and promptly
          make
          generally available to its security holders an earnings statement covering
          a
          period of twelve months commencing, (i) in an underwritten offering, at
          the end
          of any fiscal quarter in which Registrable Securities are sold to
          underwriter(s), or (ii) in a non-underwritten offering, with the first
          month of
          the Payor’s first fiscal quarter beginning after the effective date of such
          registration statement, which earnings statement in each case shall satisfy
          the
          provisions of Section 11(a) of the Act;

        


        (10)           provide
          a CUSIP number for all Registrable Securities not later than the effective
          date
          of the registration statement relating to the first public offering of
          Registrable Securities of the Payor pursuant hereto;

        


        (11)           enter
          into such customary agreements (including an underwriting agreement in
          customary
          form) and take all such other actions reasonably requested by the Rightsholders
          holding a majority of the Registrable Securities included in such registration
          statement or the managing underwriter(s) in order to expedite and facilitate
          the
          disposition of such Registrable Securities and in such connection, whether
          or
          not an underwriting

         

         

        
          
             

          

          
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        agreement
          is entered into and whether or not the registration is an underwritten
          registration, (i) make such representations and warranties, if any, to the
          holders of such Registrable Securities and any underwriter(s) with respect
          to
          the registration statement, prospectus and documents incorporated by reference,
          if any, in form, substance and scope as are customarily made by issuers
          to
          underwriter(s) in underwritten offerings and confirm the same if and when
          requested, (ii) obtain opinions of counsel to the Payor and updates thereof
          addressed to each such Rightsholder and the underwriter(s), if any, with
          respect
          to the registration statement, prospectus and documents incorporated by
          reference, if any, covering the matters customarily covered in opinions
          requested in underwritten offerings and such other matters as may be reasonably
          requested by such Rightsholders and underwriter(s), (iii) obtain a "comfort"
          letter from the Payor’s independent certified public accountants addressed to
          such Rightsholders and to the underwriter(s), if any, which letters shall
          be in
          customary form and cover matters of the type customarily covered in "comfort"
          letters by accountants in connection with underwritten public offerings,
          and
          (iv) deliver such documents and certificates as may be reasonably requested
          by
          the Rightsholders holding a majority of such Registrable Securities and
          managing
          underwriter(s), if any, to evidence compliance with any customary conditions
          contained in the underwriting agreement or other agreement entered into
          by the
          Payor; each such action required by this clause (11) shall be done at each
          closing under such underwriting or similar agreement or as and to the extent
          required thereunder; and

        


        (12)           if
          requested by the holders of a majority of the Registrable Securities included
          in
          such registration statement, use its best efforts to cause all Registrable
          Securities which are included in such registration statement to be listed,
          subject to notice of issuance, by the date of the first sale of such Registrable
          Securities pursuant to such registration statement, on each securities
          exchange,
          if any, on which securities similar to the Registered Securities are
          listed.

        


        (b)           Obligations
          of Rightsholders.  In connection with any registration of
          Registrable Securities of a Rightsholder pursuant to Section 5.2
          hereof:

         

        (1)           The
          Payor may require that each Rightsholder whose Registrable Securities are
          included in such registration statement furnish to the Payor such information
          regarding the distribution of such Registrable Securities and such Rightsholder
          as the Payor may from time to time reasonably request in writing;

        


        (2)           Each
          Rightsholder agrees by its acquisition of such Registrable Securities that,
          upon
          receipt of any notice from the Payor of the happening of any Discontinuation
          Event, shall forthwith discontinue disposition of Registrable Securities
          pursuant to the registration statement covering such Registrable Securities
          until such Rightsholder’s receipt of the copies of the supplemented prospectus
          and/or amended registration statement or until it is advised in writing
          by the
          Payor that the use of the applicable prospectus may be resumed, and, in
          either
          case, has received copies of any additional or supplemental filings that
          are
          incorporated or deemed to be incorporated by reference in such prospectus
          or
          registration statement; and

         

        (3)           It
          shall be a condition precedent to the Payor's obligation to take any action
          pursuant to this Section 5 in respect of the Registrable Securities that
          are to
          be registered at the request of any Rightsholder that such Rightsholder
          shall
          furnish to the Payor

         

         

        
          
             

          

          
            9

            
              

            

          

          
             

          

        

        such
          information regarding the securities held by such Rightsholder, the intended
          method of disposition thereof and any other information as the Payor shall
          reasonably request and as shall be required in connection with the action
          taken
          by the Payor.  No Rightsholder may participate in any underwritten
          registration hereunder unless such Rightsholder (i) agrees to sell such
          holder’s
          securities on the basis provided in any underwriting arrangements approved
          by
          the persons entitled hereunder to approve such arrangements and to comply
          with
          Regulation M under the Securities Exchange Act of 1934, as amended and
          (ii)
          completes and executes all questionnaires, appropriate and limited powers
          of
          attorney, escrow agreements, indemnities, underwriting agreements and other
          documents reasonably required under the terms of such underwriting
          arrangement.

        


        5.4.  Registration
          Expenses.  All expenses incident to the performance of or
          compliance with this Note by the Payor, including, without imitation, all
          registration and filing fees of the Commission, NASD, Inc. and other agencies,
          fees and expenses of compliance with securities or blue sky laws (including
          reasonable fees and disbursements of counsel in connection with blue sky
          qualifications of the Registrable Securities), rating agency fees, printing
          expenses, messenger and delivery expenses, internal expenses (including,
          without
          limitation, all salaries and expenses of its officers and employees performing
          legal or accounting duties), the fees and expenses incurred in connection
          with
          the listing, if any, of the Registrable Securities on any securities exchange
          and fees and disbursements of counsel for the Payor and the Payor’s independent
          certified public accountants (including the expenses of any special audit
          or
          "comfort" letters required by or incidental to such performance), Act or
          other
          liability insurance (if the Payor elects to obtain such insurance), the
          fees and
          expenses of any special experts retained by the Payor in connection with
          such
          registration and the fees and expenses of any other person retained by
          the Payor
          (but not including any underwriting discounts or commissions attributable
          to the
          sale of Registrable Securities or other out-of-pocket expenses of the
          Rightsholders, or the agents who act on their behalf, unless reimbursement
          is
          specifically approved by the Payor) will be borne by the Payor.  All
          such expenses are herein referred to as "Registration
          Expenses".

         

        5.5.  Indemnification;
          Contribution.

         

        (a)           Indemnification
          by the Payor.  The Payor agrees to indemnify and hold harmless, to
          the full extent permitted by law, each Rightsholder, its officers and directors
          and each person who controls such Rightsholder (within the meaning of the
          Act),
          if any, and any agent thereof against all losses, claims, damages, liabilities
          and expenses incurred by such party pursuant to any actual or threatened
          suit,
          action, proceeding or investigation (including reasonable attorney’s fees and
          expenses) arising out of or based upon any untrue or alleged untrue statement
          of
          a material fact contained in any registration statement, prospectus or
          preliminary prospectus or any omission or alleged omission to state therein
          a
          material fact required to be stated therein or necessary to make the statements
          therein (in the case of a prospectus, in the light of the circumstances
          under
          which they were made) not misleading, except insofar as the same arise
          out of or
          are based upon, any such untrue statement or omission based upon information
          with respect to such Rightsholder furnished in writing to the Payor by
          such
          Rightsholder expressly for use therein.

         

        (b)           Indemnification
          by Rightsholder.  In connection with any

         

         

        
          
             

          

          
            10

            
              

            

          

          
             

          

        

         

        registration
          statement in which a Rightsholder is participating, each such Rightsholder
          will
          be required to furnish to the Payor in writing such information with respect
          to
          such Rightsholder as the Payor reasonably requests for use in connection
          with
          any such registration statement or prospectus, and each Rightsholder agrees
          to
          the extent it is such a holder of Registrable Securities included in such
          registration statement, and each other such holder of Registrable Securities
          included in such Registration Statement hereby agrees, to indemnify, to
          the full
          extent permitted by law, the Payor, the directors and officers of the Payor
          and
          each person who controls the Payor (within the meaning of the Act) and
          any agent
          thereof, against any losses, claims, damages, liabilities and expenses
          (including reasonable attorney’s fees and expenses) incurred by such party
          pursuant to any actual or threatened suit, action, proceeding or investigation
          arising out of or based upon any untrue or alleged untrue statement of
          a
          material fact or any omission or alleged omission of a material fact necessary,
          to make the statements therein (in the case of a prospectus, in the light
          of the
          circumstances under which they are made) not misleading, to the extent,
          but only
          to the extent, that such untrue statement or omission is based upon information
          relating to such Rightsholder or other holder furnished in writing to the
          Payor
          expressly for use therein.

         

        (c)           Conduct
          of Indemnification Proceedings. Promptly after receipt by an indemnified
          party under this Section 5.5 of written notice of the commencement of any
          action, proceeding, suit or investigation or threat thereof made in writing
          for
          which such indemnified party may claim indemnification or contribution
          pursuant
          to this Note, such indemnified party shall notify in writing the indemnifying
          party of such commencement or threat; but the omission so to notify the
          indemnifying party shall not relieve the indemnifying party from any liability
          which the indemnifying party may have to any indemnified party
          (A) hereunder, unless the indemnifying party is actually prejudiced
          thereby, or (B) otherwise than under this Section 5.5.  In case any
          such action, suit or proceeding shall be brought against any indemnified
          party,
          and the indemnified party shall notify the indemnifying party of the
          commencement thereof, the indemnifying party shall be entitled to participate
          therein and the indemnifying party shall assume the defense thereof, with
          counsel reasonably satisfactory to the indemnified party, and the obligation
          to
          pay all expenses relating thereto.  The indemnified party shall have
          the right to employ separate counsel in any such action, suit or proceeding
          and
          to participate in the defense thereof, but the fees and expenses of such
          counsel
          shall be at the expense of such indemnified party unless (A) the indemnifying
          party has agreed to pay such fees and expenses, (B) the indemnifying party
          shall
          have failed to assume the defense of such action, suit or proceeding or
          to
          employ counsel reasonably satisfactory to the indemnified party therein
          or to
          pay all expenses relating thereto or (C) the named parties to any such
          action or
          proceeding (including any impleaded parties) include both the indemnified
          party
          and the indemnifying party and the indemnified party shall have been advised
          by
          counsel that there may be one or more legal defenses available to the
          indemnified party which are different from or additional to those available
          to
          the indemnifying party and which may result in a conflict between the
          indemnifying party and such indemnified party (in which case, if the indemnified
          party notifies the indemnifying party in writing that the indemnified party
          elects to employ separate counsel at the expense of the indemnifying party,
          the
          indemnifying party shall not have the right to assume the defense of such
          action
          or proceeding on behalf of the indemnified party; it being understood,
          however,
          that the indemnifying party shall not, in connection with any one such
          action,
          suit or proceeding or separate but substantially similar or related actions,
          suits or proceedings in the same jurisdiction arising out of the same general
          allegations or circumstances, be liable for the

         

         

        
          
             

          

          
            11

            
              

            

          

          
             

          

        

         

        fees
          and
          expenses of more than one separate firm of attorneys at any time for the
          indemnified party, which firm shall be designated in writing by the indemnified
          party).

         

        (d)           Contribution.  If
          the indemnification provided for in this Section 5.5 from the indemnifying
          party
          is unavailable to an indemnified party hereunder in respect of any losses,
          claims, damages, liabilities or expenses referred to therein, then the
          indemnifying party, in lieu of indemnifying such indemnified party, shall
          contribute to the amount paid or payable by such indemnified party as a
          result
          of such losses, claims, damages, liabilities or expenses (A) in such proportion
          as is appropriate to reflect the relative benefits received by the indemnifying
          party on the one hand and the indemnified party on the other or (B) if the
          allocation provided by clause (A) above is not permitted by applicable
          law, in
          such proportion as is appropriate to reflect not only the relative benefits
          received by the indemnifying party on the one hand and the indemnified
          party on
          the other but also the relative fault of the indemnifying party and indemnified
          party, as well as any other relevant equitable considerations.  The
          relative fault of such indemnifying party and the indemnified parties shall
          be
          determined by reference to, among other things, whether any action in question,
          including any untrue or alleged untrue statement of a material fact or
          omission
          or alleged omission to state a material fact, has been made by, or relates
          to
          information supplied by, such indemnifying party or indemnified parties,
          and the
          parties’ relative intent, knowledge, access to information and opportunity to
          correct or prevent such action.  The amount paid or payable by a party
          as a result of the losses, claims, damages, liabilities and expenses referred
          to
          above shall be deemed to include, subject to the limitation set forth in
          Section
          5.5, any legal or other fees or expenses reasonably incurred by such party
          in
          connection with any investigation or proceeding.

         

        The
          parties hereto agree that it would
          not be just and equitable if contribution pursuant to this Section 5.5(d)
          were
          determined by pro rata allocation or by any other method of allocation
          which
          does not take into account the equitable considerations referred to in
          clauses
          (A) and (B) of the immediately preceding paragraph.  No person
          guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
          of
          the Act) shall be entitled to contribution from any person who was not
          guilty of
          such fraudulent misrepresentation.

        


        (e)           Limitation.  Notwithstanding
          anything to the contrary contained in this Section 5.5, no holder of Registrable
          Securities shall be liable for indemnification and contribution payments
          aggregating an amount in excess of the maximum amount received by such
          holder in
          connection with any sale of Registrable Securities as contemplated
          herein.

         

        6.  Covenants
          of Payor.

         

        Payor
          covenants and agrees that, so long as this Note remains outstanding and
          unpaid,
          in whole or in part:

         

        6.1.  Payor
          will not sell, transfer or dispose of a material part of its
          assets;

         

        6.2.  Payor
          will promptly pay and discharge all lawful taxes, assessments and governmental
          charges or levies imposed upon it, its income and profits, or any of its
          property, before the same shall become in default, as well as all lawful
          claims
          for labor, materials and supplies which, if unpaid, might become a lien
          or
          charge upon such properties or any part thereof; provided,
however, that Payor or such subsidiary shall not be required to
          pay
          and

         

         

        
          
             

          

          
            12

            
              

            

          

          
             

          

        

         

        6.3.  discharge
          any such tax, assessment, charge, levy or claim so long as the validity
          thereof
          shall be contested in good faith by appropriate proceedings and Payor or
          such
          subsidiary, as the case may be, shall set aside on its books adequate reserves
          with respect to any such tax, assessment, charge, levy or claim so
          contested;

         

        6.4.  Payor
          will do or cause to be done all things necessary to preserve and keep in
          full
          force and effect its corporate existence, rights and franchises and
          substantially comply with all laws applicable to Payor as its counsel may
          advise;

         

        6.5.  Payor
          will at all times maintain, preserve, protect and keep its property used
          or
          useful in the conduct of its business in good repair, working order and
          condition (except for the effects of reasonable wear and tear in the ordinary
          course of business) and will, from time to time, make all necessary and
          proper
          repairs, renewals, replacements, betterments and improvements
          thereto;

         

        6.6.  Payor
          will, promptly following the occurrence of an Event of Default (defined
          below)
          or of any condition or event which, with the giving of notice or the lapse
          of
          time or both, would constitute an Event of Default, furnish a statement
          of
          Payor's Chief Executive Officer or Chief Financial Officer to Payee setting
          forth the details of such Event of Default or condition or event and the
          action
          which Payor intends to take with respect thereto;

         

        6.7.  Payor
          will, and will cause each of its subsidiaries to, at all times maintain
          books of
          account in which all of its financial transactions are duly recorded in
          conformance with generally accepted accounting principles; and

         

        6.8.  On
          or after March 31, 2008, in the
          event of:

         

        (a)           any
          taking by Payor of a record of any of the holders of any class of securities
          for
          any purpose, including, but not limited to, determining the holders who
          are
          entitled to receive any dividend or other distribution, or any right to
          subscribe for, purchase or otherwise acquire any shares of stock of any
          class or
          any other securities or property, or to receive an other right; or

        


        (b)           any
          special or annual meeting of holders of the Payor’s Common Stock or any action
          by holders of the Common Stock of Payor in lieu of such a meeting;
          or

        


        (c)           any
          capital reorganization of Payor, any reclassification of recapitalization
          of the
          capital stock of Payor or any transfer of all or substantially all of the
          assets
          of Payor to or consolidation or merger of Payor with or into any other
          person;
          or

        


        (d)           any
          proposed issuance or grant by Payor to the existing holders of Common Stock
          of
          any securities (including but not limited to convertible securities), or
          any
          right or option to subscribe for  any securities;


        Payor
          will mail or cause to be mailed to the holder of record of this Note a
          notice
          specifying (i) the date on which any such record is or was to be taken and
          the purpose therefore, (ii) the date and purpose of any shareholders meeting
          or
          proposed shareholders action without meeting, (iii) the date on which any
          such
          sale, reorganization, reclassification, recapitalization, transfer,

         

         

        
          
             

          

          
            13

            
              

            

          

          
             

          

        

         

        
          consolidation,
            merger, dissolution, liquidation or winding-up is to be consummated,
            and the
            time, if any, to be fixed, as of which the holders of record of Common
            Stock are
            to surrender or exchange such shares of Common Stock for securities or
            other
            property deliverable on such reorganization, reclassification, recapitalization,
            transfer, consolidation, merger, dissolution, liquidation or winding-up
            and (iv)
            the amount and character of any securities, or rights or options with
            respect
            thereto, proposed to be issued or granted, the date of such proposed
            issuance or
            grant and the persons or class of persons to whom such proposed issue
            or grant
            is to be offered or made. Such notice shall be mailed at least fifteen
            (15) days
            prior to the record date, shareholders meeting (or shareholders action
            without
            meeting) or other event specified in this Section 6.7.

          
 

        

        7.  Events
          of Default.

         

        7.1.  The
          term
          "Event of Default" shall mean the occurrence of any of the
          following:

         

        (a)           The
          dissolution of Payor or any vote in favor thereof by the board of directors
          and
          shareholders of Payor; or

        


        (b)           Payor
          makes an assignment for the benefit of creditors, or files with a court
          of
          competent jurisdiction an application for appointment of a receiver or
          similar
          official with respect to it or any substantial part of its assets, or Payor
          files a petition seeking relief under any provision of the Federal Bankruptcy
          Code or any other federal or state statute now or hereafter in effect affording
          relief to debtors, or any such application or petition is filed against
          Payor,
          which application or petition is not dismissed or withdrawn within sixty
          (60)
          days from the date of its filing; or

        


        (c)           Payor
          fails to pay the principal amount, or interest on, or any other amount
          payable
          under, this Note as and when the same becomes due and payable; and such
          default
          is not cured within thirty (30) days of such default or

        


        (d)           Payor
          admits in writing its inability to pay its debts as they mature; or

        


        (e)           Payor
          sells all or substantially all of its assets or merges or is consolidated
          with
          or into another corporation; or

        


        (f)           A
          proceeding is commenced to foreclose a security interest or lien in any
          property
          or assets of Payor as a result of a default in the payment or performance
          of any
          debt in excess of $5,000,000 and secured by such property or assets of
          Payor or
          of any subsidiary of Payor; or

        


        (g)           Payor
          defaults in the due observance or performance of any covenant, condition
          or
          agreement and/or commits a material breach of the representations or warranties
          in this Note, (other than the default specified in Section 7.1(c) above)
          and
          such default continues uncured for a period of sixty (60) days.

         

         

        
          
             

          

          
            14

            
              

            

          

          
             

          

        

        Remedies.  Upon
          the occurrence of an Event of Default, and at any time thereafter, the
          holder of
          this Note shall have the right (at such holder's option) to declare the
          principal of, accrued unpaid interest on, and all other amounts payable
          under
          this Note to be forthwith due and payable, whereupon all such amounts shall
          be
          immediately due and payable to the holder of this Note, without presentment,
          demand, protest or other notice of any kind, all of which are hereby expressly
          waived.  Forbearance by the holder of this Note to exercise its rights
          with respect to any failure or breach of Payor shall not constitute a waiver
          of
          the right as to any subsequent failure or breach

         

        8.  Unconditional
          Obligation. The obligations to make the payments provided for in
          this Note are absolute and unconditional and not subject to any defense,
          set-off, counterclaim, rescission, recoupment or adjustment
          whatsoever.

         

        9.  Replacement
          Of Note.  On receipt of evidence
          reasonably satisfactory to the Payor of the loss, theft, destruction or
          mutilation of this Note, and, in each case of loss, theft or destruction,
          delivery of an indemnity agreement reasonably satisfactory in form and
          substance
          to the Payor or, in the case of mutilation, on surrender and cancellation
          of
          this Note, the Payor at its expense shall execute and deliver, in lieu
          of this
          Note, a new note of like tenor.

         

        10.  Subordination.  All
          payments due under this Note shall be subordinated and made junior, in
          all
          respects to the payment in full of all principal, all interest accrued
          thereon
          and all other outstanding amounts under Institutional Indebtedness (hereinafter
          defined), except Institutional Indebtedness, which, by its terms, is not
          expressly senior in right of payment to this Note.  The term
          "Institutional Indebtedness" shall mean all existing and future senior
          indebtedness incurred (a) by the Payor to banks, insurance companies, lease
          financing institutions, or other lending institutions (other than small
          business
          investment companies or venture capital firms) regularly engaged in the
          business
          of lending money; and (b) any amendment, renewal, extension or refunding
          of any
          such debt.  Each holder, by accepting a Note, agrees to the
          subordination of this Note to such Institutional Indebtedness and authorizes
          Payor to give it effect.

         

        11.  Miscellaneous.

         

        11.1.  The
          headings of the various paragraphs of this Note are for convenience of
          reference
          only and shall in no way modify any of the terms or provisions of this
          Note.

         

        11.2.  This
          Note
          may not be modified or discharged (other than by payment) except by a writing
          duly executed by Payor and Payee.

         

        11.3.  All
          notices required or permitted to be given hereunder shall be in writing
          and
          shall be deemed to have been duly given when personally delivered or sent
          by
          registered or certified mail (return receipt requested, postage prepaid),
          facsimile transmission or overnight courier to the address of the intended
          recipient as set forth in the preamble to this Note or at such other address
          as
          the intended recipient shall have hereafter given to the other party hereto
          pursuant to the provisions of this Note.

         

        11.4.  This
          Note
          and the obligations of Payor and the rights of Payee shall be governed
          by and
          construed in accordance with the substantive laws of the State of New York
          without giving effect to the choice of laws rules thereof.

         

         

        
          
             

          

          
            15

            
              

            

          

          
             

          

        

         

        11.5.  This
          Note
          shall bind Payor and its successors and assigns and shall inure to the
          benefit
          of the Payee and its successors and assigns.

         

        IN
          WITHNESS WHEREOF, this Note has been
          executed and delivered on the date specified above by the duly authorized
          representative of the Payor.

        


        
          	 	
                  WINSONIC
                    DIGITAL MEDIA GROUP, LTD.

                
	 
	 
	 	
                  By:

                	 	 
	 	
                  Name:

                	
                  Winston
                    Johnson

                	 
	 	
                  Title:

                	
                  Chief
                    Executive Officer

                	 


        

        


        


        Accepted
          and Agreed to:

         

        


        ________________________________

         

         

         

         

        
          
             

          

          
            16

            
              

            

          

          
             

          

        

        NOTE
          EXERCISE FORM

        


        


        


                                             Dated:
          _______________________

        


        


        TO:  Winsonic
          Digital Media Group, Ltd. (the "Company")

        


        I,
          ____________________, hereby
          irrevocably elect to convert my 6% Convertible Subordinated Promissory
          Note
          dated ___________________ (the "Promissory Note") in the amount of
          _______________, plus the accrued interest in the amount of ________________,
          into ______________ shares of the Company's common stock par value $0.001
          per
          share (the "Common Stock") pursuant to Section 4 of said Promissory
          Note.

        


        I
          ACKNOWLEDGE THAT SUCH SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER
          THE
          SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY APPLICABLE STATE SECURITIES
          LAWS
          AND SUCH SHARES OF COMMON STOCK MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
          OF
          REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE
          STATE SECURITIES LAWS.  THE COMPANY, IN ITS SOLE DISCRETION, SHALL
          HAVE THE RIGHT TO REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY
          TO THE
          COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN
          CONNECTION WITH ANY PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION
          OF ANY
          APPLICABLE STATE SECURITIES LAWS.

         

         

         

        
          	
                   Name:

                	 	 ______________________________________________________	 
	 	 	 (Please
                  type or print in block letters)	 
	 	 	 	 
	
                   Tax
                    ID/SS #: 

                	 	 ______________________________________________________	 
	 	 	 	 
	
                  Address: 

                	 	______________________________________________________	 
	 	 	 	 
	 	 	______________________________________________________	 
	 	 	 	 
	 	 	______________________________________________________	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                   Signature:

                	 	______________________________________________________	 
	 	 	
                  (Signature
                    must conform in all respects to the name of the Noteholder as
                    set forth on
                    the face of this Note.)