Exhibit
      10.6 10-Q


     

     Digital
      Media Group, Ltd.

    


    LOAN
      AGREEMENT AND SECURITY ASSIGNMENT

    


    The
      following persons executed the loan agreement and promissory note pursuant
      to
      the recap below:

    


    
      	
              Name

            	 	
              Loan Amount

            	 	
              Shares

              Issued

            	 
	
              Tana
                Rhodes

            	 	
              $

            	
              11,058.76

            	 	 	
              66,353

            	 
	
              Chester
                Brown

            	 	
              $

            	
              15,000.00

            	 	 	
              90,000

            	 


    

    


    This
      loan
      agreement and security assignment ("Agreement") is entered into on this
29
      day of
      May 2008 by and between WinSonic
      Digital Media Group, Ltd.
      (“WinSonic” or “Obligor”) with his office located at 101 Marietta Street, NW,
      Suite 2600, Atlanta, Georgia
      30303
      and
NAME of
      2772
      Samsun Road, Stockbridge, Georgia 30281
      ("NAME"
      or "Obligee"):

     

    1.
      Loan
      Amount: Obligee
      hereby agrees to lend to Obligor the sum of Dollars
      ($            
 ) (“Loan Amount”), and Obligor does hereby borrow and promise to repay the
      Loan Amount on or before June
      30, 2008
      ("Due
      Date"). Obligor has simultaneously herewith executed a promissory note ("Note")
      incorporated herein by reference, evidencing its repayment obligation hereunder.
      

    


    2.
      Interest: The
      loan
      shall bear 6% interest up to and including the Due Date. Five (5) days from
      and
      after the Due Date, if Obligee shall elect repayment, and if not promptly
      repaid, the balance of the Loan Amount shall bear default interest at the rate
      of 12% per annum, but in no event shall it exceed the maximum interest allowable
      by law for transactions of this nature between parties of like
      capacity.

    


    3.
      Security
      Assignment:
      In
      addition to the repayment of the entire loan amount, Obligor hereby grants
      to
      Obligee XXXX
      shares
      of common stock in Winsonic Digital Media Group, Ltd. (“WDMG”). Obligee
      acknowledges and accepts that said shares are restricted shares pursuant to
      Regulation 144 of the Securities Act of 1933, as amended.

     

    4.
      Warranty
      of Obligor:
      Obligor
      warrants and represents that he has full power and authority to enter into
      this
      agreement and that this agreement is not in violation of any other agreement
      nor
      of any covenant or restriction contained in any agreement to which Obligor
      is
      bound. Obligor further warrants that he has obtained all requisite corporate
      authority and approval, and has complied with the necessary corporate
      formalities in entering into this Agreement.

     

    
      
        
        

      

      
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      Exhibit
        10.6 10-Q

       

    

    5.
      Further
      Documents:
      Obligor
      agrees to execute such other and further documents as shall be reasonable
      necessary or required by Obligee to carry out the provisions of this
      agreement.

     

    6.
      Collection
      Costs:
      In the
      event that Obligee shall be required to take legal action to enforce the
      provisions hereof, Obligee shall be entitled to recover all costs of collection,
      including reasonable attorney's fees and costs, whether or not a legal
      proceeding is commenced, if the Obligation is not paid as and when
      due.

     

    7.
      Miscellaneous:
      This
      agreement shall be governed by Georgia Law and any action to enforce the
      provisions hereof shall be resolved by binding and expedited Arbitration in
      accordance with the rules and procedures of the American Arbitration Association
      (AAA) in Fulton County, Georgia, with a limited right of discovery consisting
      of
      not more that two depositions and one set each of written requests for
      admissions, production of documents, form interrogatories and special
      interrogatories in compliance with the Code of Civil Procedure. In the event
      any
      provision hereof is declared to be invalid or unenforceable, the parties agree
      in good faith to replace said provision with a valid and enforceable provision
      that as nearly as possible reflects the agreement and intent of the parties
      hereunder. This Agreement may not be modified except by a written instrument
      executed by both parties. This Agreement shall be binding upon and inure to
      the
      benefit of the parties and their respective heirs, representatives and
      assigns.

     

    These
      signatures of the parties below confirm the foregoing as their entire
      understanding and agreement, superseding all prior representations,
      understandings and agreements, written or oral, between the
      parties.

     

    Executed
      this ___ day
      of
      May, June 2008. 

     

    
      	
              WinSonic
                Digital Media Group, Ltd. Obligor)

            	 	
              NAME
                (Obligee)

            
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              Winston
                D. Johnson, CEO and Chairman

            	 	
              NAME

            


    


    
      
        
        

      

      
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    Exhibit
      10.6 10-Q


    

     Digital
      Media Group, Ltd.

    


    PROMISSORY
      NOTE

    


    


    A. FOR
      VALUE
      RECEIVED, WinSonic Digital Media Group, Ltd. ("Obligor") promises to pay to
      the
      order of NAME
      ("Obligee") Georgia
       or
      at
      such other place as Obligee may from time to time designate, the principal
      sum
      of DOLLARS
      /100 dollars
      ($           
 ) payable
      in accordance with the terms set forth in this NOTE, with 6% interest thereon,
      except as otherwise provided herein.

     

    B. This
      NOTE
      is executed and delivered by Obligor pursuant to the terms and conditions set
      forth in the Loan and Security Assignment of even date herewith, pursuant to
      which Obligor incurred the obligation set forth herein in exchange for the
      loan
      of $XXXX
      by
      Obligee to Obligor and the other consideration granted therein by Obligor to
      Obligee.

     

    C. Obligor
      shall pay to Obligee the sum of DOLLARS
      /100 dollars
      ($            
) plus
      6%
      interest, on or before June
      30, 2008
      (the
      "Due Date").

     

    D. If
      Obligor shall fail to make the payments required within five (5) days after
      the
      Due Date, the unpaid balance shall bear interest at the rate of 12% per annum,
      but
      in no
      event shall it exceed the maximum interest allowable by law for transactions
      of
      this nature between parties of like capacity.
      Obligor
      recognizes that any default in making the payments herein agreed to be paid
      when
      due will result in Obligee incurring additional expenses. Obligor agrees to
      reimburse Obligee for such additional costs incurred in collecting the amount
      due for which Obligor is in default, including reasonable attorney's fees and
      costs.

     

    E. It
      is
      agreed that time is of the essence in the performance of all obligations
      hereunder.

     

    F. This
      Note
      will be governed by and construed in accordance with the laws of the State
      of
      Georgia, except where such law is preempted by the laws and regulations of
      the
      United States.

     

    
      
        
        

      

      
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      Exhibit
        10.6 10-Q

       

    

    G. The
      terms
      of this Note shall apply to, inure to the benefit of, and bind all the parties
      hereto, their heirs, legatees, devises, administrators, executors, personal
      representatives, successors and assigns. As used herein, the term "Obligor"
      shall include the undersigned Obligor and any other person or entity who may
      subsequently become liable for the payment hereof.

     

    WinSonic
      Digital Media Group, Ltd. ("OBLIGOR")

    


    
      	
               

            
	
              By:
                Winston D. Johnson, CEO and
                Chairman

            


    

     

    
      
        
        

      

      
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