Exhibit
        10.5 10-Q









**LOAN
      AGREEMENT AND SECURITY ASSIGNMENT**




This
      loan
      agreement and security assignment ("Agreement") is entered into on this 30th
      day
      of April 2008 by and between WinSonic Digital Media Group, Ltd. (“WinSonic” or
“Obligor”) with an office located at 101 Marietta Street, NW, Suite 2600,
      Atlanta, Georgia
      30303 and in
      the Event of Default (as defined below) Winston Johnson, an individual residing
      at 1341
      Audubon Court SW, Atlanta, Georgia 30311 and
      First Philadelphia, LLC , having offices at 400 Viewpoint Lane, Front Royal,
      Virginia 22630, MarchFive Associates, LLC having offices at 3795 Redcoat Way,
      Alpharetta, Georgia 30022, Crystal Beach Web Solutions, LLC, having offices
      at
      P.O. Box 71, 300 Florida Blvd., Crystal Beach, Florida 34681, Blue Ridge Allied
      Technical Services, having offices at P.O. Box 1683, Blue Ridge, Georgia 30513,
      David D. Lasier, having his principal residence at 16 Dinghy Court, Salem,
      South
      Carolina, 29676, Debra McNew, having her principal residence at 5010 Hurt Bridge
      Drive, Cumming, Georgia 30028, and Kevin O’Quinn, having his principal residence
      at 81 Heather Lane, Blue Ridge, Georgia 30513 (collectively
      "Obligee"):




1.  Loan
      Amount :  Obligee
      hereby agrees to lend to Obligor the sum of One Hundred and Sixteen Thousand,
      Eight Hundred Ninety Seven and Twenty Three One Hundredth’s Dollars
      ($116,897.23 ) (the
“Loan Amount”), and Obligor does hereby borrow and promise to repay this Senior
      Debt Loan Amount and to be retired by the earlier of (1) close of the Company’s
      next Funding of a minimum of $3.0 million, or (2) for the amounts on the dates
      as provided for below, for which each payment shall reduce the Loan Amount
      pro
      rata ("Installment Payments"). Either of (1) or (2) above shall be defined
      as
      the “Due Date”.





Obligor
      and Obligee acknowledge that Obligor with the execution of this Note has, within
      three business days therefrom, paid in legally available funds the amount of
      ten
      percent (10%) of the original total amount outstanding, or $8,067.80, net of
      applicable withholding taxes, owing by Obligor to Obligee.





Obligee
      agrees that payments made pursuant to this Note, shall be paid to First
      Philadelphia, LLC, on behalf of the all of the parties comprising Obligee,
      which
      in turn shall distribute the respective amounts paid to the respective
      party.





A.  Definition
      Funding:





1.  Senior
      Debt: WinSonic debt instruments that provide financing take primary security
      against either specific or all assets of Obligor, have fixed terms of repayment
      and charge fixed or floating interest rates.  Debt that must be repaid
      before subordinated debt receives any payment in the event of default. 
Debt whose terms in the event of bankruptcy, require it to be repaid before
      subordinated debt receives any payment; or




Loan
          Security
 1


Exhibit
        10.5 10-Q




2.  Equity
      Securities: WinSonic securities whether they be in the form of common or
      preferred equity or any instrument convertible into common or preferred
      equity.





B.  Definition
      Installment Payments:





1.  Ten
      percent (10%) of the Loan Amount, or $9,400.52 on the May 31, 2008;


2.  Twenty
      percent (20%) of the Loan Amount, or $20,133.77 on June 30, 2008;


3.  Fifty
      percent (50%) of the Loan Amount, or $47,002.60 on July 31, 2008;
      and


4.  Ten
      percent (10%) of the Loan Amount, or $9,400.52 on August 15, 2008.





2. Payroll
      Taxes :
      Obligor
      and Obligee agree that of the payments made pursuant to this Note, that Obligor
      shall first offset said respective payment by any applicable payroll tax, if
      any.





3. Interest :  The
      loan
      shall bear 6% interest per annum up to and including the Due Date. If
      the
      loan is not paid by the (“Due Date”), the unpaid balance (principal and
      interest) shall bear interest at the rate
      of
      12% per annum until paid in full. Interest
      on this Note shall be payable monthly on the last Business Day of each calendar
      month (commencing April 30, 2008 and upon the Due Date).





4. Security
      & Assignment :





Grant
      of
      Security Interest. As an inducement for the Obligor to purchase the Notes and
      to
      secure the complete and timely payment, performance and discharge in full,
      as
      the case may be, of all of the Obligations, WinSonic hereby, unconditionally
      and
      irrevocably, pledges, grants and hypothecates to the Obligee, a continuing
      security interest in and to the Collateral (the “Security Interest”).





“Collateral”
      means the collateral in which the Obligee is granted a security interest by
      this
      Agreement and which shall include the following, whether presently owned or
      existing or hereafter acquired or coming into existence, and all additions
      and
      accessions thereto and all substitutions and replacements thereof, and all
      proceeds, products and accounts thereof, including, without limitation, all
      proceeds from the sale or transfer of the Collateral and of insurance covering
      the same and of any tort claims in connection therewith:




A.  All
      Goods
      of Obligor, including, without limitations, all machinery, equipment, computers,
      motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special
      and
      general tools, fixtures, test and quality control devices and other equipment
      of
      every kind and nature and wherever situated, together with all documents of
      title and documents representing the same, all additions and accessions thereto,
      replacements therefor, all parts therefor, and all substitutes for any of the
      foregoing and all other items used and useful in connection with the Company’s
      businesses and all improvements thereto (collectively, the “Equipment”);
      and




B.  All
      Receivables of Obligor, including all insurance proceeds, and rights to refunds
      or indemnification whatsoever owing, together with all instruments, all
      documents of title representing any of the foregoing, all rights in any
      merchandising, goods, equipment, motor vehicles and trucks which any of the
      same
      may represent, and all right, title, security and guaranties with respect to
      each Receivable.




Loan
          Security
 2




Exhibit
        10.5 10-Q


In
      the
      Event of Default, pursuant to and as defined in the Note, by WinSonic, Winston
      D. Johnson, personally guarantees the Loan Amount pursuant to the Note, plus
      the
      12% interest (the “Default Rate”).





Further,
      in the Event of Default, pursuant to the Note, then Obligor shall additionally
      owe Mr. David D. Lasier the amount of $100,750.00, pursuant to the provisions
      of
      the employment agreement entered into between WinSonic and Mr. Lasier, for
      a
      then total amount owing pursuant to the Note of $120,900.00, for which the
      Loan
      Amount shall be increased accordingly.





5. Warranties
      of Obligor :
      Obligor
      warrants and represents that it 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 WinSonic has obtained all requisite corporate authority
      and approval, and has complied with the necessary corporate formalities in
      entering into this Agreement.





Obligor
      also warrants that it will not obtain Funding that would prohibit the repayment
      of this obligation. This Agreement is intended to be retired by the Obligor’s
      next Funding, or pursuant to the Installment Payments, and is required to be
      repaid before other debt receives any payment.




6. 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.




7. 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.





8. 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 April, 2008.




WinSonic
      Digital Media Group, Ltd. (Obligor)




Loan
          Security
 3


Exhibit
        10.5 10-Q


By:_________________________________


Winston
      D. Johnson, Chairman and CEO





By:_________________________________


Winston
      D. Johnson


1341
      Audubon Court SW


Atlanta,
      Georgia 30311





(Obligee)




By:
      __________________________


Thomas
      P.
      Tanis, Jr., Chairman


First
      Philadelphia, LLC





By:
      __________________________


Phillip
      Griffith


MarchFive
      Associates





By:
      __________________________


Raymond
      Cannon


Crystal
      Beach Web Solutions, LLC





By:
      __________________________


Kevin
      O’Quinn


Blue
      Ridge Allied Technical Services





By:
      __________________________


David
      D.
      Lasier





By:
      __________________________


Debra
      McNew





By:
      __________________________


Kevin
      O’Quinn





Loan
          Security
 4




Exhibit
      10.5 10-Q










**PROMIS** **SORY
      NOTE**


**(the
      “Note”)**




U.S. $116,897.23
                
                Atlanta, GeorgiaApril 30,
                  2008






FOR
      VALUE
      RECEIVED, WINSONIC DIGITAL MEDIA GROUP, INC., a corporation organized under
      the
      laws of the State of Nevada (“WinSonic” or “Obligor”), and in the Event of
      Default (as defined below) Winston Johnson, an individual residing at 1341
      Audubon Court SW, Atlanta, Georgia 30311 ,
      hereby
      promises to pay to the order of First Philadelphia, LLC, having offices at
      400
      Viewpoint Lane, Front Royal, Virginia 22630, MarchFive Associates, LLC having
      offices at 3795 Redcoat Way, Alpharetta, Georgia 30022, Crystal Beach Web
      Solutions, LLC, having offices at P.O. Box 71, 300 Florida Blvd., Crystal Beach,
      Florida 34681, Blue Ridge Allied Technical Services, having offices at P.O.
      Box
      1683, Blue Ridge, Georgia 30513, David D. Lasier, having his principal residence
      at 16 Dinghy Court, Salem, South Carolina, 29676, Debra McNew, having her
      principal residence at 5010 Hurt Bridge Drive, Cumming, Georgia 30028, and
      Kevin
      O’Quinn, having his principal residence at 81 Heather Lane, Blue Ridge, Georgia
      30513 (collectively, the “Obligee”) in lawful money of the United States of
      America in immediately available funds transmitted via electronic bank wire
      transfer the Loan Amount, as defined below, on the Due Date as defined below.
      The respective components of the Loan Amount are detailed for each of the
      parties listed above under the Obligee are provided for and incorporated herein
      on Exhibit A.




1.  Loan
      Amount :  Obligee
      hereby agrees to lend to Obligor the sum of One Hundred and Sixteen Thousand,
      Eight Hundred Ninety Seven and Twenty Three One Hundredth’s Dollars
      ($116,897.23 ) (the
“Loan Amount”), and Obligor does hereby borrow and promise to repay this Senior
      Debt Loan Amount and to be retired by the earlier of (1) close of the Company’s
      next Funding of a minimum of $3.0 million, or (2) for the amounts on the dates
      as provided for below, for which each payment shall reduce the Loan Amount
      pro
      rata ("Installment Payments"). Either of (1) or (2) above shall be defined
      as
      the “Due Date”.





Obligor
      and Obligee acknowledge that Obligor with the execution of this Note has, within
      three business days therefrom, paid in legally available funds the amount of
      ten
      percent (10%) of the original total amount outstanding, or $8,067.80, net of
      applicable withholding taxes, owing by Obligor to Obligee.





Obligee
      agrees that payments made pursuant to this Note, shall be paid to First
      Philadelphia, LLC, on behalf of the all of the parties comprising Obligee,
      which
      in turn shall distribute the respective amounts paid to the respective
      party.









Exhibit
        10.5 10-Q


A.  Definition
      Funding:





1.  Senior
      Debt: WinSonic debt instruments that provide financing take primary security
      against either specific or all assets of Obligor, have fixed terms of repayment
      and charge fixed or floating interest rates.  Debt that must be repaid
      before subordinated debt receives any payment in the event of default. 
Debt whose terms in the event of bankruptcy, require it to be repaid before
      subordinated debt receives any payment; or





2.  Equity
      Securities: WinSonic securities whether they be in the form of common or
      preferred equity or any instrument convertible into common or preferred
      equity.





B.  Definition
      Installment Payments:





1.  Ten
      percent (10%) of the Loan Amount, or $9,400.52 on the May 31, 2008;


2.  Twenty
      percent (20%) of the Loan Amount, or $20,133.77 on June 30, 2008;


3.  Fifty
      percent (50%) of the Loan Amount, or $47,002.60 on July 31, 2008;
      and


4.  Ten
      percent (10%) of the Loan Amount, or $9,400.52 on August 15, 2008.





2. Payroll
      Taxes :
      Obligor
      and Obligee agree that of the payments made pursuant to this Note, that Obligor
      shall first offset said respective principal payment by any applicable payroll
      tax, if any.




3. Interest :  The
      loan
      shall bear 6% interest per annum up to and including the Due Date. If
      the
      loan is not paid by the Due Date, the unpaid balance (principal and interest)
      shall bear interest at the rate of 12% per annum until paid in full. Interest
      on this Note shall be payable monthly on the last Business Day of each calendar
      month (commencing April 30, 2008 and upon the Due Date).





4. Security
      & Assignment :





Grant
      of
      Security Interest. As an inducement for the Obligor to purchase the Notes and
      to
      secure the complete and timely payment, performance and discharge in full,
      as
      the case may be, of all of the Obligations, WinSonic hereby, unconditionally
      and
      irrevocably, pledges, grants and hypothecates to the Obligee, a continuing
      security interest in and to the Collateral (the “Security Interest”).





“Collateral”
      means the collateral in which the Obligee is granted a security interest by
      this
      Agreement and which shall include the following, whether presently owned or
      existing or hereafter acquired or coming into existence, and all additions
      and
      accessions thereto and all substitutions and replacements thereof, and all
      proceeds, products and accounts thereof, including, without limitation, all
      proceeds from the sale or transfer of the Collateral and of insurance covering
      the same and of any tort claims in connection therewith:




A.  All
      Goods
      of Obligor, including, without limitations, all machinery, equipment, computers,
      motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special
      and
      general tools, fixtures, test and quality control devices and other equipment
      of
      every kind and nature and wherever situated, together with all documents of
      title and documents representing the same, all additions and accessions thereto,
      replacements therefor, all parts therefor, and all substitutes for any of the
      foregoing and all other items used and useful in connection with the Company’s
      businesses and all improvements thereto (collectively, the “Equipment”);
      and




Promissory
          Note
 2




Exhibit
        10.5 10-Q


B.  All
      Receivables of Obligor, including all insurance proceeds, and rights to refunds
      or indemnification whatsoever owing, together with all instruments, all
      documents of title representing any of the foregoing, all rights in any
      merchandising, goods, equipment, motor vehicles and trucks which any of the
      same
      may represent, and all right, title, security and guaranties with respect to
      each Receivable.




Upon
      the
      occurrence of any of the following specified events (each an “Event of
      Default):




a)  The
      Obligor shall (i) default the payment then due of any principal of any of this
      Note; or (ii) default, and such default shall continue unremedied for five
      or
      more Business Days in the payment when due of any interest on this Note or
      the
      principal hereof;




b)  One
      or
      more judgments or decrees shall be hereafter entered against the Obligor or
      any
      of WinSonic subsidiaries, involving in the aggregate for the Obligor and its
      subsidiaries, the liability (if not fully covered by insurance) of $100,000
      or
      more;




c)  The
      Obligor or any of WinSonic subsidiaries shall hereafter incur any indebtedness
      senior to the indebtedness under this Note;




d)  Obligor,
      or any of WinSonic subsidiaries makes a general assignment of substantially
      all
      of its assets for the benefit of creditors, or a
      petition in bankruptcy or under any insolvency law is filed by or against
      Obligor or any WinSonic subsidiaries and such petition is not dismissed within
      sixty (60) days after it has been filed;.




e)  In
      the
      event of the sale of substantially all of the assets of the Obligor or, if
      the
      successor is not as financially secure as the Obligor, upon the merger,
      consolidation or reorganization of the Obligor or any of WinSonic subsidiaries
      or there is a change in control of the Obligor or any of WinSonic
      subsidiaries.




then,
      upon the occurrence of any such Event of Default, and at any time thereafter,
      if
      any Event of Default shall then be continuing; then the Obligee may declare
      that
      the entirety of the principal hereof, and the interest due hereunder, to be
      immediately due and payable. Further Obligee shall immediately foreclose on
      the
      Collateral to which Obligor shall not impede in any fashion; Obligee’s rights to
      liquidate said Collateral in any order of priority Obligee believes in its
      best
      interest to collect the total obligation of Obligor as provided for
      herein.





In
      the
      event of default by WinSonic, Winston D. Johnson, personally guarantees the
      Loan
      Amount pursuant to the Note, plus the 12% interest (the “Default Rate”).





Further,
      in the Event of Default, then Obligor shall additionally owe Mr. David D. Lasier
      the amount of $100,750.00, pursuant to the provisions of the employment
      agreement entered into between WinSonic and Mr. Lasier, for a then total amount
      owing pursuant to this Note for Mr. Lasier of $120,900.00, for which the Loan
      Amount shall be increased accordingly.




Promissory
          Note
 3




Exhibit
        10.5 10-Q


The
      Obligor shall have the right to prepay the principal amount of this Note at
      any
      time, or from time to time, without penalty or premium, provided that each
      such
      payment shall be with accrued interest to the date of prepayment.




A
      Business Day when used herein shall mean any day other than a Saturday, Sunday
      or a day on which commercial banks are closed in the City of Atlanta. If a
      payment is due hereunder on a day which is not a Business Day then payment
      shall
      be made on the preceding Business Day.




Any
      fees,
      including attorney’s fees of the Obligee, costs or expenses incurred by the
      Obligee in collecting or enforcing the obligations of the Obligor under this
      Note shall be due and payable by the Obligor when incurred after notice thereof
      to Obligor. Any unpaid portion of the amounts set forth in the preceding
      sentence shall bear interest at the Default Rate.




Any
      notice required or permitted hereunder shall be in writing and delivered either
      personally or in writing, by certified mail, return receipt requested or by
      facsimile transmission, or via the Internet at the addresses set forth at the
      outset hereof or to such other address as either shall give notice to the
      other.




**To the Obligee:**
            
            **To the
              Obligor(s):**Mr. Thomas P. Tanis, Jr.
            
            Mr. Winston JohnsonFirst Philadelphia, LLC
            
            WinSonic Digital Media Group,
              Ltd.Phone: (540) 636-4190
            
            Phone: (404)-230-5705Fax: (540) 636-3360
            
            Cell:(404)
              202-6396Email: ttanis@hughes.net
            
            Fax::(404)
              230-5710Email:winston@winsonic.net





The
      Obligor hereby waives presentment, demand protest or notice of any kind in
      connection with this Note.




WINSONIC DIGITAL MEDIA GROUP, LTD.By:Winston
              Johnson, Chief Executive
              Officer


WINSTON JOHNSONBy:Winston
                Johnson
  Promissory
            Note
 4
 Exhibit
          10.5 10-Q





**ACKNOWLEDGMENT**





)


)
      ss.


)





Before
      me, the undersigned, a Notary Public in and for said Fulton County and State
      of
      Georgia on this _________________, 2008, personally appeared Winston D.
      Johnson **,** to me
      known to be the identical person who subscribed his name to the foregoing
      instrument and acknowledged to me that he executed the same as his free and
      voluntary act and deed for the uses and purposes therein set forth.





Witness
      my hand and seal the day and year set forth above.







__________________________________


Notary
      Public


My
      Commission Expires:








___________________________




Promissory
          Note
 5




EXHIBIT
      A




OBLIGEES
      & AMOUNTS DUE




**Name**
              
              **Gross
                  Amount Due $**
              
              **Gross
                  Less Prior Payment Net Amount**
              
              **Net
                  Amount (exclude Payroll Taxes as Applicable)**
              
              **Less
                  Prior In-Process Payment $ ***
              
              **Net
                  $ Amount Loan To Pay**
              
              **10%
                  Upfront Date**
              
              **Date
                  maining Due & Pay**
              
              **Due
                  May 31, 2008**
              
              **Due
                  June 30, 2008**
              
              **Due
                  July 31, 2008**
              
              **Due
                  Aug. 15, 2008**10.0%
              
              90.0%
              
              10.0%
              
              20.0%
              
              50.0%
              
              10%First
                  Philadelphia, LLC
              
              
              17,729.23
              
              
              14,729.23
              
              
              17,729.23
              
              
              3,000.00
              
              
              14,729.23
              
              
              1,472.92
              
              
              13,256.31
              
              
              1,472.92
              
              
              2,945.85
              
              
              7,364.62
              
              
              1472.923MarchFive
                  Associates, LLC
              
              
              15,000.00
              
              
              15,000.00
              
              
              15,000.00
              
              
              
              
              
              15,000.00
              
              
              1,500.00
              
              
              13,500.00
              
              
              1,500.00
              
              
              3,000.00
              
              
              7,500.00
              
              
              1500Crystal
                  Beach Web Solutions, LLC
              
              
              4,762.30
              
              
              4,762.30
              
              
              4,762.30
              
              
              
              
              
              4,762.30
              
              
              476.23
              
              
              4,286.07
              
              
              476.23
              
              
              952.46
              
              
              2,381.15
              
              
              476.23Blue
                  Ridge Allied Technical Services
              
              
              1,164.70
              
              
              664.70
              
              
              1,164.70
              
              
              500.00
              
              
              664.70
              
              
              66.47
              
              
              598.23
              
              
              66.47
              
              
              132.94
              
              
              332.35
              
              
              66.47Kevin
                  O'Quinn
              
              
              8,089.76
              
              
              8,089.76
              
              
              6,305.11
              
              
              
              
              
              6,305.11
              
              
              630.51
              
              
              5,674.60
              
              
              630.51
              
              
              1,261.02
              
              
              3,152.56
              
              
              630.51125David
                  D. Lasier 1 **
              
              
              50,301.24
              
              
              49,801.24
              
              
              36,016.62
              
              
              500.00
              
              
              35,516.62
              
              
              3,551.66
              
              
              31,964.96
              
              
              3,551.66
              
              
              7,103.32
              
              
              17,758.31
              
              
              3551.662David
                  D. Lasier 2
              
              
              20,150.00
              
              
              20,150.00
              
              
              13,327.24
              
              
              
              
              
              13,327.24
              
              
              0.00
              
              
              13,327.24
              
              
              1,332.72
              
              
              3,998.17
              
              
              6,663.62
              
              
              1332.724224Debbie
                  McNew 3
              
              
              4,200.00
              
              
              3,700.00
              
              
              4,200.00
              
              
              500.00
              
              
              3,700.00
              
              
              370.00
              
              
              3,330.00
              
              
              370.00
              
              
              740.00
              
              
              1,850.00
              
              
              370**TOTAL**
              
              
              **121,397.23**
              
              
              **116,897.23**
              
              
              **98,505.20**
              
              
              **4,500.00**
              
              
              **94,005.20**
              
              
              **8,067.80**
              
              
              **85,937.41**
              
              
              **9,400.52**
              
              
              **20,133.77**
              
              
              **47,002.60**
              
              
              **9,400.52**




Promissory
          Note
 6