EXHIBIT
      10.1

    


    

    101
      Marietta Street, NW, Centennial Tower, Suite 2600, Atlanta, GA
      30303

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


    


    ASSET
      & GOODWILL PURCHASE AGREEMENT

    


     
       THIS
      ASSET & GOODWILL PURCHASE AGREEMENT (the "Agreement") dated as of the
      20th
      day
      of
      November, 2006, is made and entered into by and between Winsonic Digital Media
      Group, Ltd., a Nevada Corporation (the "Buyer"), DV Photo Shop, with its
      principal place of business located at 101 Marietta Street, NW, Centennial
      Tower, Suite 130, Atlanta, GA 30303 and Sung Yeol “Scott” Yoon, a Georgia
      resident (the "Seller") (the Buyer and the Seller are sometimes referred to
      herein collectively as the "Parties").

    


       WHEREAS,
      the Seller has independently developed, owned and will continue to own on the
      Closing Date (as defined in Section 2) (a) all of the assets of DV Photo Shop
      (the “Assets”) and (b) the 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 DV Photo Shop, 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 Assets and Goodwill; and

    


       WHEREAS,
      the Buyer desires to acquire all of the Assets and 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.
      In
      exchange for the assets and Goodwill and subject to the terms and conditions
      of
      this Agreement, the Buyer has issued to the Seller a 6% Convertible Subordinated
      Promissory Note for Sixty Thousand Dollars ($60,000) in the names of JungSook
      Yoon, HeungWoo Park, and SunWoo Park, which can be converted into shares of
      common stock of the buyer at a rate of $0.58 per share; Sixty Thousand Dollars
      ($60,000) worth of the Buyer’s common stock at a rate of $0.58 (i.e., 103,448
      shares) in the names of JungSook Yoon, HeungWoo Park, and SunWoo Park; and
      Eighty Thousand Dollars ($80,000) worth of the Buyer’s common stock at a rate of
      $0.58 (i.e., 137,931 shares) in the name of Sung Yeol Yoon. The payment required
      by this Section 1 shall not be affected by the death or disability of the 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 Assets and Goodwill (the "Closing") shall take place
      at
      the offices of the Buyer on November 20, 2006, 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
      OWNERSHIP. All of the Assets and Goodwill are 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 Assets and Goodwill to the Buyer
      and, on the Closing Date, the sale and assignment of the Assets and 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    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 Assets or 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 him 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 Assets and 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 Assets and
      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 Nevada.

    


    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 Articles of Incorporation, or any material agreement
      to which the Buyer is a party or by which it or its assets are
      bound.

    


    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 THE ASSETS & 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 Assets and 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.

    


    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
      #: (4040 230-5710

    


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

    


    Sung
      Yeol
      Yoon

     2181
      Meadow Peak Road

    Duluth,
      Georgia 30097

    Telephone
      #: (404) 668-6197

    


    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:
	 	 	 
	 	WINSONIC DIGITAL
              MEDIA GROUP,
              LTD.
	
              /s/
                Sung Yeol Yoon

              
                
Sung
                Yeol “Scott” Yoon

            	
               

               

            
	
            	By:  	/s/
              Winston Johnson 
	 	
              

              Winston
                Johnson

              Chairman/CEO