**Digital
      Media Group, Ltd.**


101
      Marietta Street, Suite 2600. . .Centennial Tower. . .Atlanta, Georgia
      30303


Phone:
      (404) 230-5705. . .Fax: (404) 230-5710








July
      10,
      2008





Burton
      Goldstein & Co., LLC


156
      West
      56 th Street


Suite
      1803


New
      York,
      NY 10019





Dear
      Mr.
      Burton Goldstein:





This
      letter constitutes an agreement entered
      into as of this 10 th day of
      July, 2008 between
      Winsonic Digital Media Group, Ltd., (“WinSonic”) and Burton Goldstein & Co.,
      LLC (“Goldstein”) regarding consulting services to be provided to
      WinSonic.





1. **SCOPE
      OF WORK**




Goldstein
      will provide the following service effective July 10, 2008 through July 9,
      2009:





·
            Assist
                WinSonic in formulating strategic and financial plans designed to
                create
                long-term shareholder value and liquefying such value when
                appropriate;


·
            Assist
                WinSonic with promoting intellectual properties; and


·
            Assist
                WinSonic in the business development and sales plans which will provide
                the capital resources necessary to accomplish the operating and strategic
                plans





2.  **COMPENSATION**





Cash
      Payment.  Goldstein
      will provide the above services for a monthly retainer of $10,000.00 due and
      payable by the 10 h of each
      month for the upcoming month. Travel and/or related business expenses incurred
      on behalf of WinSonic to be reimbursed upon invoice submission (with attached
      receipts). Any single expense in excess of $200 will be approved by WinSonic
      in
      advance.





Equity
      Compensation. Goldstein will provide the above services in exchange for **300,000** shares
      of WinSonic’s restricted common stock to be earned and issued in four (4)
      quarter-end amounts of 50,000 each (i.e., September 30, 2008; December 31,
      2008;
      March 31, 2009; June 30, 2009).








3. **CONFIDENTIALITY**




Goldstein
      shall treat as confidential all data, records and accounts, information,
      operations, policies, procedures and all other information relating to the
      business of WinSonic, which becomes known to it through its activities hereunder
      (“Confidential Information”), and which is not otherwise in the public domain or
      rightfully obtained from another source. Goldstein does not acquire any rights
      in the Confidential Information, and agrees to take diligent measures to prevent
      the disclosure of such Confidential Information.




During
      the term and after termination of its services to WinSonic, Goldstein shall
      not
      use or disclose any such Confidential Information, except in accordance with
      the
      terms of this Agreement, or as required by law, regulation or court order.
      All
      records, reports, and other documents prepared by Goldstein shall be the
      property of Winsonic, and Goldstein shall deliver any such documents immediately
      to WinSonic upon request.








4. **INDEPENDENT
      CONTRACTOR**





Goldstein
      shall be deemed to be an independent contractor and, as such, shall not be
      entitled to any benefits applicable to employees of WinSonic. Upon execution
      of
      this agreement, the W-9 form must be completed and provided to WinSonic with
      the
      firm’s Tax EIN. This agreement can be terminated for cause by either party, if
      not cured, within thirty (30) days written notice and payment of fees terminates
      at such written notification.




Goldstein and
      WinSonic indicate their acceptance of this Agreement by having their respective
      duly authorized representative sign in the spaces provided below.




Sincerely,
              
              **WinSonic
                Digital Media Group, Ltd.**By:
            
            Date:Winston
                D. Johnson
              Title:Chairman
                & CEO




AGREED TO:
                  
                  Burton Goldstein & Co., LLCBy:
                
                Date:Burton
                    Goldstein
                  Title:__________________________TAX
                    EIN# ______________________