WinSonic Logo


**Digital
      Media Group, Ltd.**





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





**Name**
            
            **Loan
                Amount**
            
            **Shares**
              **Issued**Timothy
                Shapiro
            
            $
            50,000.00
            
            
            500,000Jeffrey
                Doynow
            
            $
            10,000.00
            
            
            100,000David
                Gochman
            
            $
            10,000.00
            
            
            100,000





**SECURITY
      ASSIGNMENT**





**U.S.
                $000**
            
            
            **Atlanta,
                Georgia****July
                , 2008**




For
      Value
      received, this security assignment ("Agreement") is entered into on this 25 day of July 2008 by
      and between **WinSonic
      Digital Media Group, Ltd.** (“WinSonic” or “Obligor”) with his office located at 101 Marietta Street, NW,
      Suite 2600, Atlanta, Georgia 30303 and NAME residing
      at ______________ (" NAME
      " or
      "Obligee" or “Investor”):




1. Funds
      Received: For the
      sum of Dollars ($XXXX) (the “Investment Amount”), WinSonic does hereby promise
      to issue Investor XXXXX shares
      of common stock in Winsonic Digital Media Group, Ltd. (“WDMG”) at $.20/share.
      Obligee acknowledges and accepts that said shares are restricted shares pursuant
      to Regulation 144 of the Securities Act of 1933, as amended.




2.  Security
      Assignment :
      In
      addition to the above issuance of shares, Obligor hereby grants to Obligee
      additional XXXXX shares
      of common stock in Winsonic Digital Media Group, Ltd. (“WDMG”). Obligee
      acknowledges and accepts that said shares are restricted shares pursuant to
      Regulation 144 of the Securities Act of 1933, as amended.




3. 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.




4. 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.




5. 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.




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




Certificate
                Name(s):(Please
                type or print in block letters)Tax
                ID/SS #:Address
                (if different):





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 July 2008.




WinSonic
                Digital Media Group, Ltd. (Obligor)
            
            NAME
                (Obligee)By:
            
            
            By:Winston
                D. Johnson, CEO and Chairman
            
            NAME




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