**DVERB
                  MEDIA ASSETS & GOODWILL**
                **PURCHASE
                  AGREEMENT****Exhibit
                  10.3 10-Q**




THIS
      GOODWILL PURCHASE AGREEMENT (the "Agreement") dated as of the 24 th day
      of April, 2008 ,
      is made
      and entered into by and between **WinSonic
      Digital Media Group, Ltd.** ,
      a
      Nevada Corporation, located at 101 Marietta Street, Suite 2600, Atlanta, Georgia
      30303 (the "Buyer") and **Dverb
      Media Group, Inc.,** a
      Georgia corporation, located at 519 Connally Street, S.E., Atlanta, Georgia
      30312 (the "Seller") (the Buyer and the Seller are sometimes referred to herein
      collectively as the "Parties").





WHEREAS,
      the Seller have independently developed, owned and will continue to own on
      the
      Closing Date (as defined in Section 2) close personal and ongoing business
      relationships, trade secrets and knowledge in connection with the Buyer's
      business of the sale of products and services related to Dverb, through his
      personal ability, personality, reputation, skill and integrity, and other
      information relating thereto (collectively, the "Goodwill"), which the Seller
      desires to sell to the Buyer as hereinafter provided; and





WHEREAS,
      Seller is not subject to a non-competition or similar restrictive covenant
      agreement relating to the Goodwill; and





WHEREAS,
      the Buyer desires to acquire all of the Goodwill, as hereinafter
      provided:





NOW,
      THEREFORE, in consideration of the foregoing and of the mutual promises and
      covenants contained herein, and other good and valuable consideration, the
      receipt of which is hereby acknowledged, the Parties agree as
      follows:





**1.
      PURCHASE PRICE AND EXCHANGE OF CONSIDERATION.** The
      Seller agrees to sell, assign, transfer, convey and deliver to the Buyer at
      the
      Closing the assets and Goodwill including, but not limited to, all of the
      Sellers' respective rights and benefits related to the assets and Goodwill
      (per
      attached Exhibit A.). In exchange for the Assets and Goodwill and subject to
      the
      terms and conditions of this agreement, the Buyer has issued to the Seller
      and
      its Parties, total of 1.5 Million common stock shares of WinSonic Digital Media
      Group, Ltd. (per attached Exhibit B.). The payment required by this Section
      1
      shall not be affected by the death or disability of either Seller or the breach
      or termination by Seller of any agreement (other than this Agreement) between
      Seller and the Buyer.





**2.**  **CLOSING/TERMINATION.** The sale
      and assignment of the Goodwill (the "Closing") shall take place at the offices
      of the Buyer on April
      24, 2008 ,
      or at
      such other time and date as the Buyer and the Seller may agree (the "Closing
      Date"). The effective time of the transactions contemplated hereby shall be
      12:01 a.m. on the Closing Date.





**3.
      REPRESENTATIONS AND WARRANTIES.** The
      Seller personally represents and warrants to the Buyer as follows:





3.1
      GOODWILL. All of the Goodwill is owned, and immediately prior to the Closing
      will be owned, by the Seller, free and clear of all liens, encumbrances, claims,
      options, security interests, calls and commitments of any kind. The Seller
      has
      full legal right, power and authority to enter into this Agreement and to sell,
      assign and transfer the Goodwill to the Buyer and, on the Closing Date, the
      sale
      and assignment of the Goodwill to the Buyer hereunder will transfer to the
      Buyer
      valid title thereto, free and clear of all liens, encumbrances, claims, options,
      security interests and commitments of any kind.




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**DVERB
                    MEDIA ASSETS & GOODWILL**
                  **PURCHASE
                    AGREEMENT****Exhibit
                    10.3 10-Q**


3.2  NO
      RESTRICTIONS. Seller is not currently a party to any contract, employment
      agreement, non-compete agreement or any other contract or agreement or subject
      to any other restriction or subject to any restriction or condition contained
      in
      any permit, license, judgment, order, writ, injunction, decree or award which,
      singly or in the aggregate, materially and adversely affects or restricts or
      is
      likely to materially and adversely affect or restrict the Goodwill or the
      Buyer's acquisition, use or enjoyment thereof.





3.3
      APPROVAL AND AUTHORIZATION. The execution and delivery of this Agreement by
      Seller and the performance of the transactions contemplated herein have been
      duly and validly authorized by Seller, and this Agreement is a legal, valid
      and
      binding obligation of Seller, enforceable against each of them in accordance
      with its respective terms subject to bankruptcy, insolvency, reorganization,
      moratorium and similar laws of general application relating to or affecting
      creditor's rights and general equity principles.





3.4  ECONOMIC
      BENEFITS. To the best of his knowledge, Seller is not aware of any present
      facts
      or any pending events, which would prevent the Buyer from realizing the economic
      benefits associated with the Goodwill in the same manner as presently enjoyed
      by
      the Seller.





3.5
      NO
      CONFLICTS. The execution and delivery of this Agreement by Seller does not,
      and
      his consummation of the transactions contemplated hereby does not and will
      not,
      violate or conflict with, or result (with the giving of notice or the lapse
      of
      time or both) in the violation of or constitute a default under any provision
      of, or result in the acceleration or termination of or entitle any party to
      accelerate or terminate (whether after giving of notice or lapse of time or
      both), any obligation or benefit under, or result in the creation or imposition,
      lien, pledge, security interest or other encumbrance upon the Goodwill pursuant
      to any material contract, law, ordinance, regulation, order, arbitration award,
      judgment or decree to which the Seller is a party or by which he or his
      respective assets (including the Goodwill) are bound and to his knowledge,
      does
      not and will not violate or conflict with any other material restriction of
      any
      kind or character to which the Seller is subject or by which his assets
      (including the Goodwill) may be bound.





**4.**  **REPRESENTATIONS
      AND COVENANTS OF BUYER.** The
      Buyer represents and warrants as follows:





4.1
      EXISTENCE AND GOOD STANDING. The Buyer has been duly organized and validly
      exists in good standing under the laws of the State of Georgia.





4.2  NO
      DEFAULT. The execution of this Agreement by the Buyer and the performance of
      its
      obligations hereunder will not violate or result in a breach of or constitute
      a
      default under the Buyer's partnership agreement, as amended, or any material
      agreement to which the Buyer is a party or by which it or its assets are
      bound.




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  **DVERB
                      MEDIA ASSETS & GOODWILL**
                    **PURCHASE
                      AGREEMENT****Exhibit
                      10.3 10-Q**


4.3
      APPROVAL AND AUTHORIZATION. The execution and delivery of this Agreement and
      the
      performance of the transactions contemplated herein have been duly and validly
      authorized by all necessary action on the part of the Buyer and is a legal,
      valid and binding obligation of the Buyer, enforceable against the Buyer in
      accordance with its terms subject to bankruptcy, insolvency, reorganization,
      moratorium and similar laws of general application relating to or affecting
      creditor's rights and general equity principles.





**5.**  **PRESERVATION
      AND MAINTENANCE OF GOODWILL.** The
      Seller shall cooperate with the Buyer after the Closing Date in connection
      with
      all reasonable actions deemed necessary by the Buyer to transition the economic
      value of the Goodwill to the Buyer.





**6.
      SURVIVAL.** The
      representations, warranties, covenants and agreements of the Parties contained
      in this Agreement or in any writing delivered pursuant to the provisions of
      this
      Agreement or in connection with this Agreement shall survive the Closing Date
      and for three (3) years thereafter, and shall not be affected by any examination
      made on behalf of the Parties.





**7.
      GENERAL.**





7.1  FURTHER
      ASSURANCES. The Seller will cooperate with the Buyer on and after the Closing
      Date in furnishing information and other assistance in connection with any
      actions, proceedings, arrangements or disputes of any nature with respect to
      matters pertaining to all periods prior to the Closing Date and will take or
      cause to be taken such further action, and will execute, deliver and file such
      further documents and instruments as the Buyer reasonably requests in order
      to
      effectuate fully the purposes, terms and conditions of this
      Agreement.





7.2
      ASSIGNMENT: BINDING EFFECT. This Agreement and the rights of the Buyer hereunder
      may be assigned by the Buyer. This Agreement and the rights of the Seller
      hereunder may not be assigned by Seller. This Agreement shall be binding upon
      and shall inure to the benefit of the Parties hereto, the successors and assigns
      of the Buyer and the heirs, beneficiaries and legal representatives of the
      Seller.





7.3  EXECUTION.
      This Agreement may be executed simultaneously in two or more counterparts,
      each
      of which shall be deemed an original and all of which together shall constitute
      but one and the same instrument. Execution and delivery of this Agreement by
      delivery of a facsimile copy bearing the facsimile signature of a party shall
      constitute a valid and binding execution and delivery of this Agreement by
      such
      party. Such facsimile copies shall constitute enforceable original
      documents.





7.4  BROKERS.
      Each party represents and warrants that it employed no broker or agent in
      connection with this transaction and agrees to indemnify the other against
      all
      loss, cost, damage or expense arising out of claims for fees or commissions
      of
      brokers or agents employed or alleged to have been employed by such indemnifying
      party.




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**DVERB
                    MEDIA ASSETS & GOODWILL**
                  **PURCHASE
                    AGREEMENT****Exhibit
                    10.3 10-Q**


7.5  NOTICES.
      Any notice or communication required or permitted hereunder shall be
      sufficiently given if sent by first class mail, postage prepaid:





(a)
      If to
      Buyer, addressed to it at:





101
      Marietta Street, NW


Centennial
      Tower, Suite 2600


Atlanta,
      GA 30303


Telephone
      #: (404) 230-5705


Facsimile
      #: (404) 230-5710





(b)
      If to
      the Sellers, addressed to him at:


519
      Connally Street, S.E.


Atlanta,
      GA 30312





7.6
      APPLICABLE LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
      INTERNAL LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO SUCH STATE'S CONFLICTS
      OF LAWS OR CHOICE OF LAW RULES.





7.7  CAPTIONS.
      The captions in this Agreement are for convenience only and shall not be
      considered a part hereof or affect the construction or interpretation of any
      provisions of this Agreement.





7.8  ENTIRE
      AGREEMENT. This Agreement (including the schedules and annexes hereto) and
      the
      documents delivered pursuant hereto or in connection herewith constitute the
      entire agreement and understanding between the Seller and the Buyer and
      supersedes any prior agreement and understanding, written or oral, relating
      to
      the subject matter of this Agreement. The Seller acknowledges that he has (a)
      had the opportunity to seek the advice of independent counsel, including
      independent tax counsel, regarding the consequences of this Agreement; and
      (b)
      received no representations from the Buyer or its counsel regarding the tax
      consequences of this Agreement. This Agreement may be modified or amended only
      by a written instrument executed by the Parties.





IN
      WITNESS WHEREOF, the parties have entered into this Agreement as of the day
      and
      year first above written.






SELLER:
            
            BUYER:**DVERB MEDIA GROUP,
              INC.**
            
            **WINSONIC DIGITAL MEDIA GROUP,
              LTD.**By: _________________________
            
            By:
              _______________________________James
                E. Thomas
            
            Winston
                JohnsonPresident
            
            Chairman/CEO




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