**Solutions
        Engagement Agreement**
 **—
        Professional Services to be provided WDMG —**





This
      Base
      Agreement for professional services solutions (“Base Agreement”) dated below
      ("Effective Date"), between IT/IS Telecom, Inc. ("Supplier" or “IT/IS”) and
      Winsonic Digital Media Group, Ltd. ("Buyer" or “WDMG”) establishes the basis for
      a multinational procurement relationship under which Supplier will provide
      Buyer
      the Deliverables and Services described in SOWs issued under this Base
      Agreement. Deliverables and Services acquired by Buyer or one of Buyer’s
      customers (“Customer”) on or after the Effective Date will be covered by this
      Base Agreement.





This
      Base
      Agreement will remain in effect until terminated.





**1.0
      Background**





WDMG
      and
      IT/IS have been in discussions regarding developing an integrated enterprise
      plan for and providing general management consulting services to the WDMG
      corporate enterprise (“Enterprise”) and its subsidiaries (“Component
      Companies”).





1.1
      Buyer
      Information





**Company:**
            Winsonic
                Digital Media Group, Ltd.**Name:**
            Mr.
                Winston D. Johnson**Title:**
            Chairman
                and CEO**Address:**
            101
                Marietta Street, Suite 2600**City,
                State ZIP:**
            Atlanta,
                Georgia 30303




1.2
      Supplier Information




**Company:**
            IT/IS
                Telecom, Inc.**Name:**
            Mr.
                Robert A. Hebert**Title:**
            President**Address:**
            464
                Park Avenue**City,
                State ZIP:**
            Atlanta,
                Georgia 30312





IT/IS
      and
      its predecessor: the former Ultrapro International, Inc., global telecom
      consulting organization (1989 to 2003) — have supported over 75
      communications-based companies in over 50 countries. IT/IS began absorbing
      the
      Ultrapro International, Inc. consultants in 2003.





The
      IT/IS
      organization now consists of over 100 hundred t eam
      members that average over 35 years of management and technical experience in
      the
      telecommunications (“Telecom” or “telecom”), information technology and
      information systems areas. Our team encompasses experience in telecom billing,
      operations, marketing and network engineering, telecom product and services,
      and
      major mission-critical system and platform migrations – from legacy
      networks, process and systems to “next-generation” networks (NGN), and “NextGen”
BSS and OSS technologies and systems.




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Our
      people bring a common mindset to their work assignments, namely, helping our
      clients’ technology or process initiatives achieve their business objectives.
      The vast majority of them have worked as Telecom industry operations managers,
      and have experienced consulting services provided to them by others ... running
      the gamut — from short-term advisors who depart before the implementation
      begins, to consultants who are selling a standard proprietary approach to any
      problem. In our case, our philosophy is to remain committed to supporting
      clients with customized solutions throughout the entire lifecycle of an
      initiative.





IT/IS
      integrates (A) world-class telecommunications, information technology, and
      information systems subject matter expertise with (B) deep and broad managerial
      and operational experience in the industry. Our expertise encompasses Telecom
      industry-focused organizational, technology, operational, systems and financial
      issues.





Company
      Mission





Our
      company’s mission is to develop, deliver and help institutionalize solutions
      focused on Information Networks and associated Business Processes/Systems that
      help clients:





•
            Align
                organization policy and strategic goals and objectives with Implementation
                plans and deliverables


•
            Manage
                Transformational Change


•
            Identify
                areas where they would focus to operationalize their strategic
                plans


•
            Manage
                and operate integrated resources more efficiently and
                effectively


•
            Improve
                and manage communications and information
                exchange


•
            Increase
                security of their enterprise, networks and
                applications





IT/IS
      can
      assist clients in identifying and addressing critical enterprise questions
      and
      issues for our communications industry clients — with a clear understanding of
      their business realities — before the issues become "critical path" stumbling
      blocks for the client. We do not sell 'one size fits all' solutions or offer
      theoretical advice. Rather, we are committed to providing and implementing
      unique, customized or off-the-shelf solutions that are appropriate for a
      company’s business. These experiences have focused on improving clients’
experiences regarding Network Technology, and associated Business Processes,
      including ordering, provisioning, customer care and billing.





Our
      solutions have involved various organizational and technical strategies, ranging
      from legacy “surrounds” to migration of several legacy systems into a single
      existing platform or to a new platform. We understand the critical business
      operations and client issues associated with this type of migration, as well
      as
      the technical and process issues.





IT/IS’
      expertise can naturally support client efforts to help their end-user customers
      create significant value from key initiatives. We can assess where value can
      be
      created from improvements to existing operations, or help optimize the future
      value of a client’s new initiatives.





Our
      combined experience and focus on creating actual value optimally enables us
      to
      support our clients through all phases of an initiative’s lifecycle. Because of
      our operational experience in the communications industry, we do not simply
      repackage information that already exists. Rather, we bring experience and
      judgment to improve initiatives.





This
      “Strategy” thru “Management Framework” thru “Implementation and Operations”
approach enables IT/IS to develop a long-term relationship as our client’s
      strategic partner, which best allows the client to have continuing success
      over
      the course of the client relationship.




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Our
      People – Mindset, Experience, Focus





IT/IS
      team members have been successfully providing value to a variety of
      communications company business enterprises, as employees and consultants,
      for
      many decades. Our team members have lived through a period with major changes
      in
      industry structure (regulated monopoly or PTT to competitive markets), major
      changes in technology (analog to digital, copper to fiber, centralized to
      distributed to web-enabled computing, wireline to wireless, voice grade to
      wideband, connection-oriented to IP-based), and recognize that effective
      processes and operations are critical to serving a client base. Moreover, the
      recent industry downturn renewed emphasis on selecting those programs and
      projects that provide significant opportunities for creating shareholder value
      and improving financial results.




International
      Markets Experience





IT/IS
      consultants have worked with telecommunications operations in several dozen
      foreign countries.





Argentina Australi *
            
            Hondura Indi
            
            Slovak South AfricaBelgiu Bermud * Bolivi *
            
            Indonesi * Irelan * Ital *
            
            South * Spai * SwedeBrazi Canad *
            
            Japa Kazakhsta
            
            Switzerlan ThailanChin
            
            Latvi
            
            Taiwa *Colombia
            
            Mexico *
            
            TurkmenistaCosta
            
            Monaco
            
            Ukrain *Czech *
            
            Netherland *
            
            UnitedEl Finlan
            
            Nicaragu Panam
            
            United * UzbekistaFranc * Germany Guatemal
            
            Philippine Polan Russi *
            
            Venezuel * Vietna





* Significant in country





Overview of
      Consulting Services


•  NextGen SDP / NGN / BSS / OSS
              
              •  Architecture Planning•  Processes/Systems Planning & Development
              
              •  Network Validation Testing•  Project Management
              
              •  Operational Readiness Testing•  Network, Systems, Enterprise Integration
              
              •  Vendor Selection and Management (IV&V)•  Complex Program Support
              
              •  Technology Assessment•  Organization Re-engineering and Design
              
              •  Technology Insertion Support•  Strategic Planning
              
              •  Business Case Formulation•  Quality Assurance
              
              •  Demand Forecasting•  Transition Planning and Management
              
              •  Revenue Assurance•  Business Readiness Testing
              
              •  Information Assurance




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**Solutions Engagement Agreement**
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        Services to be provided WDMG —**




1.3
      Key
      IT/IS Representatives





**Robert
      A. Hebert Esq.**





*CEO
      of IT/IS Telecom Solutions*





He
      has 24
      years of experience in Media, IT and Telecom executive management and
      consulting. Since 1991 he has been involved in various new media and
      telecom-related ventures and advisory activities, and structured and
      participated in several industry-related ventures involving companies such
      as
      Quincy Jones-David Salzman and AT&T Wireless (1994-1995). From 1991-93 he
      was Special Counsel to the former Mayor of Atlanta, and Chairman of the Mayor’s
      Commission on the Atlanta Entertainment Industry. Mr. Hebert’s last firm,
      Communications & Information Technology Partners, LLC, was co-founded in
      1995 with the late Dr. John Patrick Crecine. Mr. Hebert formerly was Of Counsel
      to the Corporate Technology Department of Atlanta-based Powell, Goldstein,
      Frazer & Murphy, helping to develop the firm’s New Media and
      telecommunications practice focus (1993-1995).





**Kenneth
      L. Garrett**





*Vice
      Chairman of IT/IS Telecom Solutions*





He
      is the
      former President of the AT&T Global Network Organization. He has more than
      35 years experience in the telecom industry and a broad base of experience
      in
      strategic business planning, process development and testing, operations,
      quality management, engineering, and technology assessment. As President of
      AT&T’s Global Network Operations, he was responsible for designing,
      building, and operating of that company’s core voice and data telecommunications
      networks. He led a major transformation in both the networks and the
      organization to achieve dramatic improvements in customer service, operating
      costs, asset utilization, and technology insertion.





**Dr.
      Bernard Yaged**





*Executive
      Vice President of IT/IS Telecom Solutions*





He
      is the
      former Head of AT&T Capital Planning. He is a 40 -year
      veteran of the telecommunications industry. He has been
      a leading international consultant in the area of mining data to allow for
      bottoms-up development of financial and business planning models to optimize
      future operations, development of methodologies for preparing efficient price
      catalogs, and engineering of proposed solutions. He has executive experience
      in
      planning, modeling and management of telecom and computer software enterprises.





Prior
      to
      joining IT/IS in 1999, he was an executive and senior management consultant
      in
      the telecommunications and software industries (with Bell Laboratories,
      AT&T, Computer Associates and Ultrapro International, Inc.). Past work has
      focused on identifying key business problems, analyzing alternatives, and
      providing solutions. He has worked as a senior consultant to numerous companies.





·
            As
                Head of AT&T Capital Planning, he spearheaded the effort to move
                capital budgeting from an engineering-oriented activity to one focused
                on
                creating value for the company. He also led the corporate financial
                division responsible for consolidated financial
                reporting.





·
            At
                Bell Laboratories he was involved in creating efficient network
                architecture plans, planning for technology evolution, and performing
                financial analyses on major projects.




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·
            At
                Computer Associates he managed product design and quality assurance
                efforts for several software
                products.





During
      the last 2 decades, Dr. Yaged has built upon prior work experiences and
      developed new skills to help effectively manage information crucial to the
      success of an enterprise. He has developed custom applications that use
      information from large databases to provide custom solutions that managers
      can
      use to improve performance. Advances in the capability of PCs have enabled
      the
      creation of easy-to-build, and easy-to-use “data boutiques”. Powerful
      spreadsheet tools of moderate size can be created using Excel to perform data
      quality audits. Rapid prototyping can be used to isolate problems and test
      various solutions before implementing in large databases.





The
      import of these new PC-based approaches is that Company Management can
      successfully utilize parametric business models to monitor operations and
      process improvement efforts. Periodic data extracts from operational databases
      can be used to highlight process or systems flaws. Root cause analysis can
      help
      in the selection of solutions. Process and/or information quality health-checks
      can bring continued improvements to enterprise operations.





*Areas
      of Specialized Expertise*


·Process
                    modeling/improvement
                
                ·Database
                    improvement·Mathematical
                    modeling
                
                ·Engineering
                    economics·Data
                    mining/OLAP tools
                
                ·Data-based
                    business solutions·Business
                    decision models
                
                ·Cash
                    flow analysis·Data
                    quality auditing
                
                ·Rapid
                    prototype development·Financial
                    models
                
                ·Capital
                    project prioritization
  1.4
        General Scope of Work





Under
      Mr.
      Hebert‘s executive leadership, IT/IS team will provide: (1) additional
      perspectives and insight into the overall goals and objectives driving the
      WDMG
      business plan and how the company might deal with its various corporate
      objectives, and (2) Subject Matter Experts (SMEs) to assist in the overall
      development effort. These SMEs will be available to assist in:




·
              the
                  overall business planning effort
 ·
              the
                  development of the WDMG enterprise and operations
                  plan
 ·
              the
                  development of descriptions of the functions and cost factors for
                  the
                  enterprise
 ·
              development
                  of a comprehensive financial planning
                  model
 ·
              the
                  coordination and integration of the various Component Company
                  sub-enterprises
 ·
              ongoing
                  management consulting services


IT/IS
      has
      developed an overall approach to the creation of a Telecommunications-based
      Enterprise, based on a management and organizational framework and business
      model that contains various functional groupings. The functions within this
      framework must all be addressed to form an effective Enterprise Operation.
      Therefore, business functions, technical functions, service/product functions
      and support functions require skilled personnel to support the enterprise.
      The
      immediate needs are to plan the WDMG Enterprise sufficiently, to develop
      strategic, operations, and cost information for internal assessment, and to
      provide an integrated business plan suitable for external review. The planning
      needs also encompass addressing several critical functions.




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The
      glue
      that holds a newly-created or evolving enterprise together is mostly made up
      of
      process and methodologies linked with agreed upon deliverables. Those
      deliverables will be driven by metrics and performance requirements —
stated in contracts or service level agreements ... with both internal and
      external customers and suppliers.





An
      additional major functional element, in addition to business and technical
      functions (including processes & methodologies - which makes the enterprise
      bond and operate as an enterprise), is the systems. Some systems are necessary
      to support the business functions, maybe a different set of systems to support
      the infrastructure and services and yet another set which would support the
      sales, marketing, inventory and customer needs. If well planned, these systems
      will be under control of a common software structure that enables them to
      operate as one centralized support environment.





Initially –
      then on an ongoing basis to keep the newly created enterprise addressing
      technical and business needs, processes have to be put in place to accept new
      systems requirements; configuration tools need to be put into place to make
      service and infrastructure changes transparent to the client set. Transaction
      processing capabilities need to be implemented to allow for business personnel
      to understand to efficiency of the enterprise; similar transactional
      requirements are needed for accounting and billing.





Based
      on
      IT/IS’ experience with many projects similar to this enterprise development
      effort (with multiple parts and work activities that must be coordinated and
      integrated within a constrained time window), we will likely recommend that
      WDMG
      accept our proposal to support WDMG’s definition of an effective set of
      processes and systems and create the enterprise (model, methodologies, processes
      & linkages), again in enough detail to describe the benefits and quantify
      the costs of the WDMG Enterprise Operation .





Under
      this Base Agreement and future Statements of Work (SOWs), IT/IS will:





1.
      Provide leadership support and resources as appropriate to facilitate the
      development of the necessary planning effort, covering:




·
            Strategies
                impacting ongoing operations




·
            Component
                company and management roles and
                responsibilities




·
            WDMG
                integrated operations plan




·
            WDMG
                service descriptions, including customer care and billing objectives




·
            WDMG
                cross-functional services




·
            Customer
                care objectives




·
            Sales
                planning




2.
      Provide leadership support and resources to:




·
            Analyze
                operating requirements




·
            Determine
                those functions that are best performed by the WDMG Enterprise, Component
                Companies and 3rdparty providers




3.
      Support the Leadership of an integrated team to create a proposed WDMG
      Enterprise organization plan that will enable successful implementation and
      ongoing management of the proposed enterprise. Notably, the recommended
      organization will support the following functional areas and additionally always
      keep an awareness of MBE goal attainment:




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·
            Strategy,
                Product and Solutions Development




·
            Network
                and Computing Infrastructure Engineering & Implementation




·
            Business
                Intelligence




·
            Marketing
                & Product Planning




·
            Network
                and Computing Infrastructure Maintenance & Monitoring




·
            Legal
                & Regulatory




·
            Managed
                Services Infrastructure Planning




·
            Sales




·
            Managed
                Services Infrastructure
                Implementation




·
            Customer
                Billing & Inquiry




·
            Information
                Technologies




·
            Service
                and Solutions Provisioning




·
            Industry
                Customer Billing




·
            Service
                and Solutions Maintenance




·
            Network,
                Service and Solutions Planning




·
            Vendor
                Management




·
            Customer
                and Network Care




·
            Enterprise
                Support Functions




·
            Contract
                Management




·
            Procurement
                Management




·
            Inventory
                Management




·
            SLA
                Management




·
            Quality
                Management




Successful
      achievement of the objectives will a ssist
      WDMG as follows:




·
            Development
                of an Integrated WDMG Enterprise Framework /
                Model




·
            Develop
                a WDMG Management and Operational Framework of processes &
                methodologies in support of the above
                model




·
            Develop
                a set of roles and responsibilities in support of the above enterprise
                model




·
            Suggest
                Systems Support options




·
            Suggest
                3rd Party outsourcing options




·
            Create
                a value description of the WDMG
                Enterprise




·
            Suggest
                Network / Customer Care Options




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        Engagement Agreement**
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·
            Provide
                Enterprise Cost information




·
            Provide
                the Enterprise Operations finance
                model




·
            Facilitate
                sessions to develop WDMG positions and strategies vis-à-vis the
                Enterprise




·
            Facilitate
                sessions with Component Companies to gain their alignment with WDMG
                Enterprise strategies, functions, and
                operations




·
            Working
                with the WDMG transition team in providing assistance in developing
                a
                smooth transition plan to transition from the present WDMG enterprise
                environment to the newly-formed WDMG Enterprise




**2.0
      Statements of Work**





Supplier
      will provide Deliverables and Services as specified in the relevant SOW only
      when specified in a Work Authorization ("WA"). Supplier will begin work only
      after receiving WA from Buyer. Buyer may request changes to a SOW and Supplier
      will submit to Buyer the impact of such changes. Changes accepted by Buyer
      will
      be specified in an amended SOW or change order signed by both parties.





**3.0
      Pricing**





Supplier
      will provide Deliverables and Services to Buyer for the Prices. Except for
      pre-approved expenses specified in the relevant SOW, the Prices for Deliverables
      and Services specified in a WA and accepted by Buyer will be the only amount
      due
      to Supplier from Buyer. Supplier is not entitled to payment under this Agreement
      for activities also covered by a Business Partner Agreement with Buyer.





**4.0
      Payments and Acceptance Terms**





Buyer
      shall pay Suppler a $25,000 retainer.





Otherwise,
      terms for payment for services will be specified in the relevant SOW and/or
      WA.
      Payment of invoices will not be deemed acceptance of Deliverables or Services,
      but rather such Deliverables or Services will be subject to inspection, test,
      acceptance or rejection in accordance with the acceptance or completion criteria
      as specified in the relevant SOW and/or WA. Buyer or Customer may, at its
      option, either reject Deliverables or Services that do not comply with the
      acceptance or completion criteria for a refund, or require Supplier, upon
      Buyer’s written instruction, to repair or replace such Deliverables or
      re-perform such Service, without charge and in a timely manner.





**5.0
      Warranties**





5.1
      Ongoing Warranties





Supplier
      makes the following ongoing representations and warranties:





(a)
            it
                has the right to enter into this Agreement and its performance of
                this
                Agreement will comply, at its own expense, with the terms of any
                contract,
                obligation, including any between Supplier and its end-users; or
                any law,
                regulation or ordinance to which it is or becomes subject;





(b)
            it
                is incorporated or organized as a corporation;





(c)
            no
                claim, lien, or action exists or is threatened against Supplier that
                would
                interfere with Buyer’s rights under this Agreement;




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(d)
            Deliverables
                and Services do not infringe any privacy, publicity, reputation or
                intellectual property right of a third party;





(e)
            all
                authors have agreed not to assert their moral rights (personal rights
                associated with authorship of a work under applicable law) in the
                Deliverables, to the extent permitted by
                law;





(f)
            Services
                will be performed using reasonable care and skill and in accordance
                with
                the relevant SOW and/or WA; and





(g)
            it
                will comply with all applicable data privacy laws and regulations,
                will
                implement and maintain appropriate technical and other protections
                for the
                Personal Data, and will cooperate fully with Buyer’s requests for access
                to, correction of, and destruction of Personal Data in Supplier’s
                possession.





5.2
      Standard Warranties





THE
      WARRANTIES IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS,
      EXPRESS OR IMPLIED, INCLUDING THOSE WARRANTIES OR CONDITIONS OF MERCHANTABILITY
      OR FITNESS FOR A PARTICULAR PURPOSE.





5.3
      Warranty Redemption





Subject
      to Section 8.0 Supplier Liability for Third Party Claims, if Deliverables or
      Services do not comply with the warranties in this Agreement, Supplier will
      repair or replace Deliverables or re-perform Services, without charge and in
      a
      timely manner. If Supplier fails to do so, Buyer or Customer may repair or
      replace Deliverables or re-perform Services and Supplier will reimburse Buyer
      for actual and reasonable expenses. Any reimbursement for Program Products
      pursuant to the foregoing sentence shall be limited to two times the amount
      of
      license fees and maintenance services specified in the SOW.





**6.0
      Delivery**





Deliverables
      or Services will be delivered as specified in the relevant SOW and/or WA. Buyer
      may cancel or reschedule the delivery date or change the delivery point as
      specified in the relevant SOW and/or WA. Risk of loss and title to any tangible
      property will pass to Buyer or Buyer’s Customer at the delivery point. If
      Supplier cannot comply with a delivery commitment, Supplier will promptly notify
      Buyer of a revised delivery date and Buyer may:





(a)
            cancel
                without charge Deliverables or Services not yet delivered; and





(b)
            exercise
                all other remedies provided at law, in equity and in this Agreement.





**7.0
      Intellectual Property**





7.1
      Work
      Made for Hire





All
      Developed Works belong exclusively to Buyer or Customer and are works made
      for
      hire. If any Developed Works are not considered works made for hire owned by
      operation of law, Supplier assigns the ownership of copyrights in such works
      to
      Buyer or Customer.




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  7.2
        Preexisting Materials





Supplier
      will not include any Preexisting Materials in any Deliverable unless they are
      listed in the relevant SOW. Supplier grants Buyer a nonexclusive, worldwide,
      perpetual, irrevocable, paid-up, license to prepare and have prepared derivative
      works of Preexisting Materials and to use, have used, execute, reproduce,
      transmit, display, perform, transfer, distribute, and sublicense Preexisting
      Materials or their derivative works, and to grant others the rights granted
      in
      this Subsection.





7.3
      Tools





Supplier
      will not include Tools in Deliverables unless they are listed in the relevant
      SOW. Supplier grants Buyer a nonexclusive, worldwide, perpetual, irrevocable,
      paid-up, license to prepare and have prepared derivative works of Tools, and
      to
      use, have used, execute, reproduce, transmit, display and perform Tools or
      their
      derivative works. The rights and licenses granted by Supplier to Buyer under
      this subsection include the right of Buyer to authorize others to exercise
      any
      of the rights granted to Buyer in this Subsection.





7.4
      Invention Rights





Supplier
      owns Inventions. Supplier grants to Buyer and Customer an irrevocable,
      nonexclusive, worldwide, perpetual, paid-up license under Inventions (including
      any patent applications filed on or patents issued claiming Inventions). The
      license scope is to make, have made, use, have used, sell, license or transfer
      items and to practice and have practiced methods.





7.5
      Joint
      Invention Rights





The
      parties will jointly own all Joint Inventions and resulting patents. Either
      party may license others under Joint Inventions (including any patent
      applications filed on or patents issued claiming Joint Inventions) without
      accounting to or consent from the other.





7.6
      Perfection of Copyrights





Upon
      request, Supplier will provide to Buyer a "Certificate of Originality" or
      equivalent documentation to verify authorship of Deliverables. Supplier will
      confirm assignment of copyright for Developed Works using the "Confirmation
      of
      Assignment of Copyright" form and will assist Buyer in perfecting such
      copyrights.





7.7
      Perfection of Invention Rights





Supplier
      will identify all countries in which it will seek patent protection for each
      Invention. Supplier authorizes Buyer to act as its agent in obtaining patent
      protection for the Inventions in countries where Supplier does not seek patent
      protection. Supplier will, at Buyer’s expense, assist in the filing of patent
      applications on Inventions and have required documents signed.





7.8
      Trademarks





This
      Agreement does not grant either party the right to use the other party’s or
      their Affiliates’ trademarks, trade names or service marks.





7.9
      Patents





Supplier
      grants to Buyer a nonexclusive, worldwide, perpetual, irrevocable, and paid-up
      license under any patents and patent applications licensable by Supplier to
      make, have made, use, have used, import, export, sell, and otherwise transfer
      the Deliverables and use the Services to the extent authorized in this
      Agreement.




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7.10
      Program Products





Customer
      will receive a license agreement from Buyer or Supplier for Program Products,
      to
      which Buyer is not a party nor liable for violations. If a Program Product
      is
      available under an existing Buyer agreement, the terms of that agreement will
      control distribution of that Program Product. Buyer may install and test Program
      Products for Customer without charge. For recurring charge licenses, Buyer
      will
      notify Supplier when to begin invoicing Customer, if applicable.





**8.0
      Supplier Liability for Third Party Claims**





8.1
      General Indemnification





Supplier
      will defend, hold harmless and indemnify, including legal fees, Buyer and Buyer
      Personnel against third party claims that arise or are alleged to have arisen
      as
      a result of negligent or intentional acts or omissions of Supplier or Supplier
      Personnel or breach by Supplier of any term of this Agreement.





8.2
      Intellectual Property Indemnification





Supplier
      will defend, or at Buyer’s option cooperate in the defense of, hold harmless and
      indemnify, including legal fees, Buyer, Buyer Personnel and Customer from third
      party claims that Supplier’s Deliverables or Services infringe the intellectual
      property rights of a third party. If such a claim is or is likely to be made,
      Supplier will, at its own expense, exercise the first of the following remedies
      that is practicable:





1.
      obtain
      for Buyer and Customer the right to continue to use, sell and license the
      Deliverables and Services consistent with this Agreement;





2.
      modify
      Deliverables and Services so they are non-infringing and in compliance with
      this
      Agreement;





3.
      replace the Deliverables and Services, or other affected Deliverables or
      Services, with non-infringing ones that comply with this Agreement;
      or





4.
      at
      Buyer's request, accept the cancellation of infringing Services and the return
      of infringing Deliverables and refund any amount paid. Buyer will give Supplier
      prompt notice of third party claims against Buyer, and cooperate in the
      investigation, settlement and defense of such claims.





8.3
      Exceptions to Indemnification





Supplier
      will have no obligation to indemnify Buyer, Buyer Personnel or Customer for
      claims that Supplier’s Deliverables or Services infringe the intellectual
      property rights of a third party to the extent such claims arise as a result
      of:





(a)
            Buyer’s
                or Customer’s combination of Deliverables or Services with other products
                or services not reasonably foreseeable by Supplier and such infringement
                or claim would have been avoided in the absence of such combination;





(b)
            Supplier’s
                implementation of a Buyer originated design and such infringement
                or claim
                would have been avoided in the absence of such implementation; or





(c)
            Buyer’s
                or Customer’s modification of the Deliverables and such infringement or
                claim would have been avoided in the absence of such modification.




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**9.0
      Limitation of Liability between Supplier and Buyer**





In
      no
      event will either party be liable to the other for any lost revenues, lost
      profits, incidental, indirect, consequential, special or punitive damages.
      This
      mutual Limitation of Liability does not limit the obligations and liability
      of
      Supplier provided in Section 8.0 Supplier Liability for Third Party Claims.
      In
      no event will either party be liable for the respective actions or omissions
      of
      its Affiliates under this Agreement.





**10.0
      Supplier and Supplier Personnel**





Supplier
      is an independent contractor and this Agreement does not create an agency,
      partnership, or joint venture relationship between Buyer and Supplier or Buyer
      and Supplier Personnel. Buyer assumes no liability or responsibility for
      Supplier Personnel. Supplier will:





(a)
            ensure
                it and Supplier Personnel are in compliance with all laws, regulations,
                ordinances, and licensing requirements;





(b)
            be
                responsible for the supervision, control, compensation, withholdings,
                health and safety of Supplier Personnel;





(c)
            inform
                Buyer if a former employee of Buyer will be assigned work under this
                Agreement, such assignment subject to Buyer approval; and





(d)
            ensure
                Supplier Personnel performing Services on Buyer’s or Customer’s premises
                comply with Buyer’s On Premises Guidelines and upon request, provide
                Buyer, for export evaluation purposes, the country of citizenship
                and
                permanent residence and immigration status of those persons. Buyer
                retains
                the right to refuse to accept persons made available by Supplier
                for
                export reasons.





**11.0
      Insurance**





Supplier
      will maintain at its expense normal and customer insurance coverage.





**12.0
      Term and Termination**





12.1
      Termination of this Base Agreement





Either
      party may terminate this Base Agreement, without any cancellation charge, for
      a
      material breach of the Agreement by the other party or if the other party
      becomes insolvent or files or has filed against it a petition in bankruptcy
      ("Cause"), to the extent permitted by law. Such termination will be effective
      at
      the end of a thirty (30) day written notice period if the Cause remains uncured.
      Either party may terminate this Base Agreement without Cause when there are
      no
      outstanding SOWs or WAs.





12.2
      Termination of a SOW or WA





Buyer
      may, upon written notice to Supplier, terminate a SOW or WA:





(a)
            with
                Cause effective immediately; or





(b)
            without
                Cause.





Upon
      termination, in accordance with Buyer’s written direction, Supplier will
      immediately: (i) cease work; (ii) prepare and submit to Buyer an itemization
      of
      all completed and partially completed Deliverables and Services; (iii) deliver
      to Buyer Deliverables satisfactorily completed up to the date of termination
      at
      the agreed upon Prices in the relevant SOW and/or WA; and (iv) deliver upon
      request any work in process.




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In
      the
      event Buyer terminates without Cause, Buyer will compensate Supplier for the
      actual and reasonable expenses incurred by Supplier for work in process up
      to
      and including the date of termination provided Supplier uses reasonable efforts
      to mitigate Buyer’s liability under this Subsection by, among other actions,
      accepting the return of, returning to its suppliers, selling to others, or
      otherwise using the canceled Deliverables (including raw materials or work
      in
      process) and provided such expenses do not exceed the Prices.





**13.0
      General**





13.1
      Amendments





This
      Agreement may only be amended by a writing specifically referencing this
      Agreement which has been signed by authorized representatives of the parties.





13.2
      Assignment





Neither
      party will assign their rights or delegate or subcontract their duties under
      this Agreement to third parties or Affiliates without the prior written consent
      of the other party, such consent not to be withheld unreasonably, except that
      either party may assign this Agreement in conjunction with the sale of a
      substantial part of its business utilizing this Agreement. Any unauthorized
      assignment of this Agreement is void.





13.3
      Choice of Law and Forum; Waiver of Jury Trial; Limitation of Action





This
      Agreement and the performance of transactions under this Agreement will be
      governed by the laws of the country where the Buyer entering into the relevant
      agreement or PA is located, except that the laws of the State of Georgia
      applicable to contracts executed in and performed entirely within that State
      will apply if any part of the transaction is performed within the United States.
      The United Nations Convention on Contracts for the International Sale of Goods
      does not apply. The parties expressly waive any right to a jury trial regarding
      disputes related to this Agreement. Unless otherwise provided by local law
      without the possibility of contractual waiver or limitation, any legal or other
      action related to this Agreement must be commenced no later than two (2) years
      from the date on which the cause of action arose.





13.4
      Communications





All
      communications between the parties regarding this Agreement will be conducted
      through the parties’ representatives as specified in the relevant SOW.





13.5
      Counterparts





This
      Agreement may be signed in one or more counterparts, each of which will be
      deemed to be an original and all of which when taken together will constitute
      the same agreement. Any copy of this Agreement made by reliable means (for
      example, photocopy or facsimile) is considered an original.





13.6
      Exchange of Information





All
      information exchanged is non confidential. If either party requires the exchange
      of confidential information, it will be made under a separate signed
      confidentiality agreement between the parties. The parties will not publicize
      the terms of this Agreement, or the relationship, in any advertising, marketing
      or promotional materials without prior written consent of the other party except
      as may be required by law, provided the party publicizing obtains any
      confidentiality treatment available.




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Supplier
      will use information regarding this Agreement only in the performance of this
      Agreement. For any business personal information relating to Supplier Personnel
      that Supplier provides to Buyer, Supplier has obtained the agreement of the
      Supplier Personnel to release the information to Buyer and to allow Buyer to
      use
      such information in connection with this Agreement.





13.7
      Freedom of Action





This
      Agreement is nonexclusive and either party may design, develop, manufacture,
      acquire or market competitive products or services. Buyer will independently
      establish prices for resale of Deliverables or Services and is not obligated
      to
      announce or market any Deliverables or Services and does not guarantee the
      success of its marketing efforts, if any.





13.8
      Force Majeure





Neither
      party will be in default or liable for any delay or failure to comply with
      this
      Agreement due to any act beyond the control of the affected party, excluding
      labor disputes, provided such party immediately notifies the other.





13.9
      Obligations of Affiliates





Affiliates
      will acknowledge acceptance of the terms of this Agreement through the signing
      of a PA before conducting any transaction under this Agreement.





13.10
      Prior Communications and Order of Precedence





This
      Agreement replaces any prior oral or written agreements or other communication
      between the parties with respect to the subject matter of this Agreement,
      excluding any confidential disclosure agreements. In the event of any conflict
      in these documents, the order of precedence will be:





(a)
            the
                quantity, payment and delivery terms of the relevant WA;





(b)
            the
                relevant SOW;





(c)
            this
                Base Agreement; and





(d)
            the
                remaining terms of the relevant WA.





13.11
      Record Keeping and Audit Rights





Supplier
      will maintain (and provide to Buyer upon request) relevant business and
      accounting records to support invoices under this Agreement and proof of
      required permits and professional licenses, for a period of time as required
      by
      local law, but not for less than three (3) years following completion or
      termination of the relevant SOW and/or WA. All accounting records will be
      maintained in accordance with generally accepted accounting principles.





13.12
      Severability





If
      any
      term in this Agreement is found by competent judicial authority to be
      unenforceable in any respect, the validity of the remainder of this Agreement
      will be unaffected, provided that such unenforceability does not materially
      affect the parties’ rights under this Agreement.




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13.13
      Survival





The
      provisions set forth in the following Sections and Subsections of this Base
      Agreement will survive after termination or expiration of this Agreement and
      will remain in effect until fulfilled: "Ongoing Warranties", "Intellectual
      Property", "Supplier Liability for Third Party Claims", "Limitation of Liability
      between Supplier and Buyer", "Record Keeping and Audit Rights", "Choice of
      Law
      and Forum; Waiver of Jury Trial; Limitation of Action", "Exchange of
      Information", and "Prior Communications and Order of Precedence."





13.14
      Waiver





An
      effective waiver under this Agreement must be in writing signed by the party
      waiving its right. A waiver by either party of any instance of the other party’s
      noncompliance with any obligation or responsibility under this Agreement will
      not be deemed a waiver of subsequent instances.




**Acceptance**




The
      foregoing proposal is accepted and agreed to by WDMG and IT/IS on whose behalf
      each of the undersigned is duly authorized to execute and deliver this
      Acceptance and by signing this; the undersigned signify their intent to enter
      into a contract for the completion of the work described above.




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**ACCEPTED
      FOR WINSONIC DIGITAL MEDIA GROUP, LTD.**




AUTHORIZING
                SIGNATURENAME
            Winston
                D. JohnsonTITLE
            Chief
                Executive OfficerDATE
            August
                __, 2008




**ACCEPTED
      FOR IT/IS TELECOM, INC.**




AUTHORIZING
                SIGNATURENAME
            Robert
                A. HebertTITLE
            Chief
                Executive OfficerDATE
            August
                __, 2008




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**DEFINITIONS**





*"Affiliates"* means
      entities that control, are controlled by, or are under common control with
      a
      party to this Agreement.





*"Agreement"* means
      this Base Agreement and any relevant Statements of Work ("SOW"), Work
      Authorizations ("WA"), and other attachments or appendices specifically
      referenced in this Agreement.





*“Business
      Partner Agreement”* means an
      agreement executed between Buyer and Supplier to promote, market, and support
      certain products and services.





*"Customer"* means
      Buyer’s customer.





*"Deliverables"* means
      items that Supplier prepares for or provides to Buyer or Customer as described
      in a SOW. Deliverables include Equipment, Program Products, Developed Works,
      Preexisting Materials and Tools.





*"Developed
      Works* "
      means
      all work product (including software and its Externals) developed in the
      performance of this Agreement as described in a SOW and does not include
      Preexisting Materials, Tools, Program Products, or items specifically excluded
      in a SOW.





*"Equipment"* means a
      machine, its features, elements, cables, or accessories, including the
      documentation required to install, support, use, and maintain it.





*"Externals"* means
      any pictorial, graphic, audiovisual works, reports or data generated by
      execution of code and any programming interfaces, languages or protocols
      implemented in the code to enable interaction with other computer programs
      or
      end users. Externals do not include the code that implements them.





*"Inventions"* means
      ideas, designs, concepts, techniques, inventions, discoveries or improvements,
      whether or not patentable, conceived or reduced to practice by Supplier or
      Supplier Personnel in performance of this Agreement.





*"Joint
      Inventions"* means
      Inventions made by Supplier or Supplier Personnel with Buyer
      Personnel.





*"Participation
      Agreement"* or *"PA"* means an
      agreement signed by one or more Affiliates which incorporates by reference
      the
      terms and conditions in this Base Agreement, any relevant SOW, and other
      attachments or appendices specifically referenced in the PA.





*"Personnel”* means
      agents, employees or subcontractors engaged or appointed by Buyer or
      Supplier.





*"Preexisting
      Materials"* means
      items including their Externals, contained within a Deliverable, in which the
      copyrights are owned by a third party or that Supplier prepared or had prepared
      outside the scope of this Agreement. Preexisting Materials exclude Program
      Products and Tools, but may include material that is created by the use of
      Tools.





*"Prices"* means
      the agreed upon payment and currency for Deliverables and Services, including
      all applicable fees, payments and taxes, as specified in the relevant SOW and/or
      WA.




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*"Program
      Products"* means
      Supplier’s commercially available software and the documentation required to
      install, support, use, and maintain it.





*"Services"* means
      work that Supplier performs for Buyer as described in a SOW.





*"Statement
      of Work"* or *"SOW"* means
      any
      document that:





1.
      identifies itself as a statement of work;


2.
      is
      signed by both parties;


3.
      incorporates by reference the terms and conditions of this Base Agreement;
      and


4.
      describes the Deliverables and Services, including any requirements,
      specifications or schedules.





*"Tools"* means
      software that is not commercially available, and its Externals, required for
      the
      development, maintenance or implementation of a software Deliverable other
      than
      a Program Product.





*"Work
      Authorization"* or *"WA"* means
      Buyer’s authorization in either electronic or tangible form for Supplier to
      conduct transactions under this Agreement in accordance with the applicable
      SOW
      (i.e., a purchase order, bill of lading, or other Buyer designated document).
      A
      SOW is a WA only if designated as such in writing by Buyer.




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