EXHIBIT
      4.1

    


    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE "ACT").
      NO
      INTEREST IN THIS NOTE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT
      APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE
      ACT), OR (iii) AN EXEMPTION FROM REGISTRATION UNDER THE ACT WHERE THE
      HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION
      FROM REGISTRATION UNDER THE ACT IS AVAILABLE.

     

    WINSONIC
      DIGITAL MEDIA GROUP, LTD.

    6%
      CONVERTIBLE SUBORDINATED
      PROMI SSORY NOTE 

     

    
      	
              $60,000.00

            	
              November
                20, 2006

            


    

     

    FOR
      VALUE
      RECEIVED, the undersigned, Winsonic Digital Media Group, Ltd., a Nevada
      corporation ("Payor"),
      having its executive office at 101 Marietta Street, Suite 2600, Atlanta, Georgia
      30303 promises to pay to JungSook Yoon, HeungWoo Park, and SunWoo Park
      ("Payee"), having an address at 2181 Meadow Peak Rd. Duluth, GA 30097 (or at
      such other place as Payee may from time to time hereafter direct by notice
      in
      writing to Payor), the principal sum of SIXTY THOUSAND DOLLARS ($60,000.00)
      plus
      accrued interest, in such coin or currency of the United States of America
      as at
      the time shall be legal tender for the payment of public and private debts,
      on
      the first to occur of the following dates: (i) March 20,  2007, (the
      "Maturity
      Date")
      upon
      the demand by the holders of a majority in interest of the Notes; (ii) the
      date on which the outstanding principal amount of this Note plus accrued
      interest as of said date is prepaid in full as hereinafter permitted (the
      "Prepayment
      Date");
      (iii) the date of which the outstanding principal amount of this Note plus
      accrued interest is automatically converted at the rate of $0.58, or Payee
      elects to convert into Common Stock of the Payor at the rate of $0.58, (the
      “Conversion Date”); and (iv) (any other date on which any principal amount of,
      or accrued unpaid interest on, this Note is declared to be, or becomes, due
      and
      payable pursuant to its terms prior to the Maturity Date (the "Acceleration
      Date").

    


    
      1.
        Interest
        And Payment.

    

     

    
      1.1 
        The
        principal amount of this Note outstanding from time to time shall bear simple
        interest at the annual rate (the "Note
        Rate")
        of six
        percent (6%) from the date hereof through the earliest to occur of (i) the
        Maturity Date; (ii) the Prepayment Date; (iii) the Conversion Date, or
        (iv) the Acceleration Date.

    

     

    
      1.2 
        Interest
        accrued on this Note shall be payable not later than, on the earliest to
        occur
        of (i) the Maturity Date; (ii) the Prepayment Date; (iii) the Acceleration
        Date;
        or (iv) the Conversion Date.

    

     

    
      1.3 
        All
        payments made by the Payor on this Note shall be applied first to the payment
        of
        accrued unpaid interest on this Note and then to the reduction of the unpaid
        principal balance of this Note.

    

     

    1.4 
      In
      the
      event that the date for the payment of any amount payable under this Note falls
      due on a Saturday, Sunday or public holiday under the laws of the State of
      Nevada, the time for payment of such amount shall be extended to the next
      succeeding business day and interest at the Note Rate shall continue to accrue
      on any principal amount so effected until the payment thereof on such extended
      due date.

     

    
      2.
        Replacement
        Of Note.

    

     

    2.1
      In
      the
      event that this Note is mutilated, destroyed, lost or stolen, Payor shall,
      at
      its sole expense, execute, register and deliver a new Note, in exchange and
      substitution for this Note, if mutilated, or in lieu of and substitution for
      this Note, if destroyed, lost or stolen. In the case of destruction, loss or
      theft, Payee shall furnish to Payor indemnity reasonably satisfactory to Payor,
      and in any such case, and in the case of mutilation, Payee shall also furnish
      to
      Payor evidence to its reasonable satisfaction of the mutilation, destruction,
      loss or theft of this Note and of the ownership thereof. Any replacement Note
      so
      issued shall be in the same outstanding principal amount as this Note and dated
      the date to which interest shall have been paid on this Note or, if no interest
      shall have yet been paid, dated the date of this Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2.2
      Every
      Note issued pursuant to the provisions of Section 2.1 above in substitution
      for
      this Note shall constitute an additional contractual obligation of the Payor,
      whether or not this Note shall be found at any time or be enforceable by
      anyone.

     

    3. Prepayment. The
      principal amount of this Note may be prepaid in whole at any time, or in part
      from time to time, without penalty or premium, together with unpaid interest
      thereon accrued through the Prepayment Date. Each partial prepayment of this
      Note shall first be applied to interest accrued through the Prepayment Date
      and
      then to principal.

     

    4. Acceleration
      Date.
      On or
      before the Maturity Date, if the Payor completes a transaction (“Merger
      Transaction”) in which (a) Payor is merged or consolidated with or into any
      other corporation in which the shareholders of the Payor shall own less than
      50%
      of the voting securities of the surviving corporation or (b) the acquirer
      purchases all or substantially all of the Payor’s assets, the principal and
      accrued interest outstanding under the Notes will be due and payable upon the
      closing (the Acceleration Date”) subject to the Payee’s rights of conversion set
      forth in Section 8 below.

     

    5. Covenants
      of Payor.
      

     

    Payor
      covenants and agrees that, so long as this Note remains outstanding and unpaid,
      in whole or in part: 

     

    5.1
      Payor
      will not sell, transfer or dispose of a material part of its assets;


     

    5.2
      Payor
      will promptly pay and discharge all lawful taxes, assessments and governmental
      charges or levies imposed upon it, its income and profits, or any of its
      property, before the same shall become in default, as well as all lawful claims
      for labor, materials and supplies which, if unpaid, might become a lien or
      charge upon such properties or any part thereof; provided, however, that Payor
      or such subsidiary shall not be required to pay and discharge any such tax,
      assessment, charge, levy or claim so long as the validity thereof shall be
      contested in good faith by appropriate proceedings and Payor or such subsidiary,
      as the case may be, shall set aside on its books adequate reserves with respect
      to any such tax, assessment, charge, levy or claim so contested;

     

    5.3
      Payor
      will do or cause to be done all things necessary to preserve and keep in full
      force and effect its corporate existence, rights and franchises and
      substantially comply with all laws applicable to Payor as its counsel may
      advise;

     

    5.4
      Payor
      will at all times maintain, preserve, protect and keep its property used or
      useful in the conduct of its business in good repair, working order and
      condition (except for the effects of reasonable wear and tear in the ordinary
      course of business) and will, from time to time, make all necessary and proper
      repairs, renewals, replacements, betterments and improvements
      thereto;

     

    5.5
      Payor
      will, promptly following the occurrence of an Event of Default or of any
      condition or event which, with the giving of notice or the lapse of time or
      both, would constitute an Event of Default, furnish a statement of Payor's
      Chief
      Executive Officer or Chief Financial Officer to Payee setting forth the details
      of such Event of Default or condition or event and the action which Payor
      intends to take with respect thereto; and

     

    5.6
      Payor
      will, and will cause each of its subsidiaries to, at all times maintain books
      of
      account in which all of its financial transactions are duly recorded in
      conformance with generally accepted accounting principles.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. Events
      of Default.
      If
      any of
      the following events (each an "Event
      of Default")
      occurs:

     

    6.1
      The
      dissolution of Payor or any vote in favor thereof by the board of directors
      and
      shareholders of Payor; or

     

    6.2
      Payor
      makes an assignment for the benefit of creditors, or files with a court of
      competent jurisdiction an application for appointment of a receiver or similar
      official with respect to it or any substantial part of its assets, or Payor
      files a petition seeking relief under any provision of the Federal Bankruptcy
      Code or any other federal or state statute now or hereafter in effect affording
      relief to debtors, or any such application or petition is filed against Payor,
      which application or petition is not dismissed or withdrawn within sixty (60)
      days from the date of its filing; or

     

    6.3
      Payor
      fails to pay the principal amount, or interest on, or any other amount payable
      under, this Note as and when the same becomes due and payable; and such default
      is not cured within thirty (30) days of such default or

     

    6.4
      Payor
      admits in writing its inability to pay its debts as they mature; or

     

    Payor
      sells all or substantially all of its assets or merges or is consolidated with
      or into another corporation; other than a merger or other transactions in
      connection with the Arcadia Acquisition, or

     

    6.5
      A
      proceeding is commenced to foreclose a security interest or lien in any property
      or assets of Payor as a result of a default in the payment or performance of
      any
      debt (in excess of $50,000 and secured by such property or assets) of Payor
      or
      of any subsidiary of Payor; or

     

    6.6
      Payor
      defaults in the due observance or performance of any covenant, condition or
      agreement and/or commits a material breach of the representations or warranties
      in this Note on the Convertible Note and Warrant Purchase Agreement, the part
      of
      Payor to be observed or performed pursuant to the terms of this Note (other
      than
      the default specified in Section 6.3 above) and such default continues uncured
      for a period of sixty (60) days then, upon the occurrence of any such Event
      of
      Default and at any time thereafter, the holder of this Note shall have the
      right
      (at such holder's option) to declare the principal of, accrued unpaid interest
      on, and all other amounts payable under this Note to be forthwith due and
      payable, whereupon all such amounts shall be immediately due and payable to
      the
      holder of this Note, without presentment, demand, protest or other notice of
      any
      kind, all of which are hereby expressly waived; provided, however, that in
      case
      of the occurrence of an Event of Default under any of the sections above, such
      amounts shall become immediately due and payable without any such declaration
      by
      the holder of this Note. 

     

    7. Suits
      for Enforcement and Remedies; Change in Control. 

     

    7.1
      If
      any
      one or more Events of Default shall occur and be continuing, the Payee may
      proceed to (i) protect and enforce Payee's rights either by suit in equity
      or by action at law, or both, whether for the specific performance of any
      covenant, condition or agreement contained in this Note or in any agreement
      or
      document referred to herein or in aid of the exercise of any power granted
      in
      this Note or in any agreement or document referred to herein, (ii) enforce
      the payment of this Note, or (iii) enforce any other legal or equitable
      right of the holder of this Note. No right or remedy herein or in any other
      agreement or instrument conferred upon the holder of this Note is intended
      to be
      exclusive of any other right or remedy, and each and every such right or remedy
      shall be cumulative and shall be in addition to every other right and remedy
      given hereunder or now or hereafter existing at law or in equity or by statute
      or otherwise.

     

    8. Conversion
      and Exchange.

     

    8.1
      On
      or
      before the Maturity Date, if the Payor completes an equity financing, of
      Preferred Stock, Common Stock or a combination of either stock for at least
      $2,000,000 (the “Next Financing), the principal and interest outstanding under
      this Note will automatically convert into shares of the Payor’s Common Stock
      (the “Conversion Shares”) at the rate of $0.58. The Conversion Shares will have
      the same registration rights equal to the most favorable as common stock in
      the
      Next Financing or any subsequent financing. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8.2
      On
      or
      before the Maturity Date, if the Payor completes a Merger Transaction described
      in Section 4.1 above, then the Payee shall have the option for thirty (30)
      days
      prior to this Acceleration Date to convert all or part of the principal and
      accrued interest outstanding under this Note into Conversion Shares at the
      rate
      of $0.58, subject to adjustment as described herein.

     

    8.3
      Exercise
      of Conversion shall be made by Payee delivering to Payor a notice (each, a
      “Conversion Notice”), stating the principal amount which Payee has converted and
      the number of Conversion Shares to be issued in connection with such conversion,
      which number of Conversion Shares shall be conclusive absent manifest error.
      The
      issuance of the Conversion Shares shall be deemed to have occurred as of the
      date of the giving of a Conversion Notice with respect to such Conversion
      Shares.

     

    8.4
      Upon
      the
      giving of a Conversion Notice, Payee shall tender to Payor this Note for
      cancellation against receipt by Payee of a stock certificate, registered in
      the
      name of Payee, evidencing ownership of the number of Conversion Shares subject
      to such Conversion Notice. As soon as practicable following the receipt of
      this
      Note upon the giving of such Conversion Notice, but no later than ten business
      days following such receipt, Maker shall tender to Payee a stock certificate,
      registered in the name of Payee, evidencing ownership of such Conversion Shares
      by Payee.

     

    8.5
      No
      fractional Conversion Shares shall be issued upon conversion of this Note and
      Payor shall exercise the Conversion Right in such a manner so that only whole
      integrals of Conversion Shares shall be issuable upon exercise of a Conversion
      Right.

     

    8.6
      Conversion
      of this Note shall be deemed to have been made at the close of business on
      the
      date the Conversion Notice is delivered to Payor, so that interest shall not
      accrue from and after such date on which the principal amount of this Note
      converted and the person or persons entitled to receive Conversion Shares upon
      such conversion and/or exchange shall be treated for all purposes as having
      been
      the record holder or holders thereof at such time and such conversion shall
      be
      at the Conversion Rate in effect at such time. The issuance of certificates
      for
      Conversion Shares upon conversion of this Note shall be made without charge
      to
      the holder of this Note for any tax in respect of the issuance of such
      certificates.

     

    8.7
      Payor
      shall at all times keep available out of its authorized but unissued shares
      of
      Common Stock, solely for effecting the conversion of this Note, the full number
      of whole Conversion Shares then deliverable upon conversion of the entire
      principal amount of this Note, and accrued unpaid interest thereon, at the
      time
      outstanding. Payor shall take at all times such corporate action as shall be
      necessary in order that Payor may validly and legally issue fully paid and
      nonassessable shares of Common Stock in accordance with the provisions of this
      Article 8.

     

    8.8
      If
      the
      shares of Common Stock issuable upon the conversion of this Note shall be
      changed into the same or a different number of shares of any class or classes
      of
      stock, whether by capital reorganization, reclassification or otherwise, then
      and in each such event the holder of this Note shall have the right thereafter
      to convert this Note into the kind and amount of shares of stock and other
      securities and property receivable upon such reorganization, reclassification
      or
      other change, by holders of the number of shares of Common Stock into which
      this
      Note might have been converted immediately prior to such reorganization,
      reclassification or change, all subject to further adjustment as provided
      herein.

     

    8.9
      In
      the
      event of:

     

    (1) any
      taking by Payor of a record of any of the holders of any class of securities
      for
      any purpose, including, but not limited to, determining the holders who are
      entitled to receive any dividend or other distribution, or any right to
      subscribe for, purchase or otherwise acquire any shares of stock of any class
      or
      any other securities or property, or to receive an other right; or

     

    (2) any
      meeting of holders of any class of securities of Payor or any action by holders
      of any class of securities of Payor without a meeting; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (3)
       any
      capital reorganization of Payor, any reclassification of recapitalization of
      the
      capital stock of Payor or any transfer of all or substantially all of the assets
      of Payor to or consolidation or merger of Payor with or into any other person;
      or

    


    (4) any
      proposed issue or grant by Payor to the holders of Common Stock of any shares
      of
      stock of any class or any other securities (including but not limited to
      convertible securities), or any right or option to subscribe for, purchase
      or
      otherwise acquire any shares of stock of any class or any other securities;
      or

    


    (5) any
      proposed sale of Common Stock in the manner described in Section 8.9, then
      and
      in such event, Payor will mail or cause to be mailed to the holder of record
      of
      this Note a notice specifying (i) the date on which any such record is or was
      to
      be taken and the purpose therefore, (ii) the date and purpose of any
      shareholders meeting or proposed shareholders action without meeting, (iii)
      the
      date on which any such sale, reorganization, reclassification, recapitalization,
      transfer, consolidation, merger, dissolution, liquidation or winding-up is
      to
      take place, and the time, if any is to be fixed, as of which the holders of
      record of Common Stock are to surrender or exchange such shares of Common Stock
      for securities or other property deliverable on such reorganization,
      reclassification, recapitalization, transfer, consolidation, merger,
      dissolution, liquidation or winding-up and (iv) the amount and character of
      any
      stock or other securities, or rights or options with respect thereto, proposed
      to be issued or granted, the date of such proposed issue or grant and the
      persons or class of persons to whom such proposed issue or grant is to be
      offered or made. Such notice shall be mailed at least fifteen (15) days prior
      to
      the record date, shareholders meeting (or shareholders action without meeting)
      or other event specified in this Section 8.9. Such notice shall no longer be
      given upon expiration of the Conversion Period.

    


    9. Unconditional
      Obligation; Fees, Waivers, Other.

     

    9.1
      The
      obligations to make the payments provided for in this Note are absolute and
      unconditional and not subject to any defense, set-off, counterclaim, rescission,
      recoupment or adjustment whatsoever.

     

    9.2
      If,
      following the occurrence of an Event of Default, Payee shall seek to enforce
      the
      collection of any amount of principal of and/or interest on this Note, there
      shall be immediately due and payable from Payor, in addition to the then unpaid
      principal of, and accrued unpaid interest on, this Note, all reasonable costs
      and expenses incurred by Payee in connection therewith, including, without
      limitation, reasonable attorneys' fees and disbursements.

     

    9.3
      No
      forbearance, indulgence, delay or failure to exercise any right or remedy with
      respect to this Note shall operate as a waiver or as an acquiescence in any
      default, nor shall any single or partial exercise of any right or remedy
      preclude any other or further exercise thereof or the exercise of any other
      right or remedy.

     

    9.4
      This
      Note
      may not be modified or discharged (other than by payment) except by a writing
      duly executed by Payor and Payee. 

     

    9.5
      Payor
      hereby expressly waives demand and presentment for payment, notice of
      nonpayment, notice of dishonor, protest, notice of protest, bringing of suit,
      and diligence in taking any action to collect amounts called for hereunder,
      and
      shall be directly and primarily liable for the payment of all sums owing and
      to
      be owing hereon, regardless of and without any notice, diligence, act or
      omission with respect to the collection of any amount called for hereunder
      or in
      connection with any right, lien, interest or property at any and all times
      which
      Payee had or is existing as security for any amount called for hereunder.


     

    10.
      Subordination.
      This
      Note is subordinated in right of payment to Institutional Indebtedness
      (hereinafter defined), which includes any principal of, premium, if any, or
      interest on indebtedness of Payor except Institutional Indebtedness, which,
      by
      its terms, is not superior in right of payment to the Notes. For the purposes
      of
      this Note, the term Institutional Indebtedness shall mean all existing and
      future indebtedness incurred (a) by the Payor to banks, insurance companies,
      lease financing institutions, or other lending institutions (other than small
      business investment companies or venture capital firms) regularly engaged in
      the
      business of lending money; and (b) any amendment, renewal, extension or
      refunding of any such debt. Each Noteholder by accepting a Note agrees to the
      subordination and authorizes Payor to give it effect.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.
      Restriction
      on Transfer.
      This
      Note has been acquired for investment, and neither this Note nor any of the
      Conversion Shares issuable pursuant to Section 8 have been registered under
      the
      securities laws of the United States of America or any state thereof.
      Accordingly, no interest in this Note may be offered for sale, sold or
      transferred in the absence of registration and qualification of this Note,
      or
      the Conversion Shares, as the case may be, under applicable federal and state
      securities laws or an opinion of counsel of Payee reasonably satisfactory to
      Payor that such registration and qualification are not required. 

     

    12. Miscellaneous.

     

    12.1
      The
      headings of the various paragraphs of this Note are for convenience of reference
      only and shall in no way modify any of the terms or provisions of this
      Note.

     

    12.2
      All
      notices required or permitted to be given hereunder shall be in writing and
      shall be deemed to have been duly given when personally delivered or sent by
      registered or certified mail (return receipt requested, postage prepaid),
      facsimile transmission or overnight courier to the address of the intended
      recipient as set forth in the preamble to this Note or at such other address
      as
      the intended recipient shall have hereafter given to the other party hereto
      pursuant to the provisions of this Note.

     

    12.3
      This
      Note
      and the obligations of Payor and the rights of Payee shall be governed by and
      construed in accordance with the substantive laws of the State of Nevada without
      giving effect to the choice of laws rules thereof.

     

    12.4
      This
      Note
      shall bind Payor and its successors and assigns.

     

    
      	 	 	 
	
            	By:  	
              /s/
                Winston Johnson

            
	 	
              

              Name:
                Winston
                Johnson

            
	 	
              Title:  
                Chief
                Executive Officer

            
	 	 
	 	 
	
              Accepted
                and Agreed to:

            	 
	 	 
	 	 
	
              /s/
                Scott Yeol Yoon   

            	 
	
              

              on
                behalf of JungSook Yoon, HeungWoo Park, 

              and
                SunWoo Park