Exhibit
        10.2 10-Q





**LOAN
      AGREEMENT AND SECURITY ASSIGNMENT**




This
      loan
      agreement and security assignment ("Agreement") is entered into on this
      17 th day of
      April 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 **Ronald
      J. Studeny** of 13786
      W. 8 th Drive,
      Arvada, Colorado 80004 ("Ronald Studeny" or "Obligee"):




1. Loan
      Amount :  Obligee
      hereby agrees to lend to Obligor the sum of thirty-five thousand dollars
      ($35,000) (“Loan Amount”), and Obligor does hereby borrow and promise to repay
      the Loan Amount on or before April 25, 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 6% 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 **175,000** shares
      of common stock in Winsonic Digital Media Group, Ltd. (“WDMG”). In the event of
      default by the Company, Winston D. Johnson, personally guarantees principal
      loan
      amount, plus the 6% interest. 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.




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 17 th day of
      April 2008.




WinSonic Digital Media Group, Ltd.
                (Obligor)
              
              Ronald J. Studeny (Obligee)By:______________________________
              
              By: __________________________Winston D. Johnson, CEO and
                ChairmanIf Applicable:_______________________________Winston D. Johnson, Individually







Exhibit
        10.2 10-Q








**PROMISSORY
      NOTE**








A .  FOR
      VALUE
      RECEIVED, WinSonic Digital Media Group, Ltd. ("Obligor") promises to pay to
      the
      order of **Ronald
      J. Studeny** ("Obligee") 13786
      W.
      8 th Drive,
      Arvada, Colorado 80004 or
      at
      such other place as Obligee may from time to time designate, the principal
      sum
      of Thirty-five Thousand Dollars ($35,000), 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 $35,000 by Obligee to Obligor and the other consideration granted therein
      by
      Obligor to Obligee.




C .  Obligor
      shall pay to Obligee the sum of Thirty-five Thousand Dollars ($35,000), plus
      6%
      interest, on or before April 25, 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 6% 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.









Exhibit
        10.2 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