ex4-1.htm


     

    Exhibit
      4.1

    
 

    NEITHER
      THIS NOTE NOR THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAS BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
      OR ANY STATE SECURITIES LAWS.  NEITHER THIS NOTE, NOR ANY INTEREST IN
      THIS NOTE (INCLUDING THE COMMON STOCK ISSUABLE UPON CONVERSION OF 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 AND STATE SECURITIES LAWS WHERE THE
      HOLDER HAS FURNISHED TO THE COMPANY AN OPINION OF ITS COUNSEL THAT AN EXEMPTION
      FROM REGISTRATION UNDER THE ACT AND STATE SECURITIES LAWS IS
      AVAILABLE.

     

    WINSONIC
      DIGITAL MEDIA GROUP, LTD.

     

    6%
      CONVERTIBLE SUBORDINATED PROMI SSORY NOTE

     

    
      	
              $300,000

            	
              December
                3, 2007

            
	 	 
	 	 


    

    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  SURRY P. ROBERTS ("Payee"), having an address at
      120 Woodburn Road, Raleigh, NC 27605 (or at such other place as Payee may from
      time to time hereafter direct by notice in writing to Payor), the principal
      sum
      of THREE HUNDERED THOUSAND DOLLARS ($300,000) 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) June
      30, 2008, (the "Maturity Date") upon the demand by the holder of
      this Note;

     

    (ii) the
      date on which the outstanding principal amount of this Note plus accrued
      interest as of said date is prepaid in full by the Payor 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 $0.40 per share, or the
      Payee
      elects to convert this Note into Common Stock of the Payor at the rate of $0.40
      per share (the “Conversion Date”), which election may be made at any time by
      Payee by delivering a conversion notice form in writing to Payor;
      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").

     

    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 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 only be payable 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
      New York, 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.           Merger
      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 “Merger Acceleration Date”)
      of such Merger Transaction subject to the Payee’s rights of conversion set forth
      in Section 8 below.

     


    
      
        
        

      

      
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    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

     


    
      
        
        

      

      
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    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, or, Payor fails
      to
      timely issue to Payee any Common Stock upon valid conversion of this Note as
      required by this Note; and, except as to a payment default which must be cured
      within five (5) days of the date of such default, 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

     

    6.5.           Payor
      sells all or substantially all of its assets or merges or is consolidated with
      or into another corporation, or

     

    6.6.           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 $5,000,000 and secured by such property or assets) of Payor
      or of any subsidiary of Payor; or

     

    6.7.           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, 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.

     


    
      
        
        

      

      
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      8.           Conversion
        and Exchange.

       

    

    8.1.           The
      Payee shall have the option to convert this Note into shares of Payor’s Common
      Stock (the “Conversion Shares”) at any time on or prior to the Maturity Date at
      the rate of $0.40 per share (the “Conversion Rate”).

     

    8.2.           On
      or before the Maturity Date, if the Payor completes an equity financing of
      Preferred Stock, Common Stock or a combination of the foregoing for at least
      $2,000,000 (the “Next Financing), the principal and interest outstanding under
      this Note will automatically convert into Conversion Shares at the Conversion
      Rate.  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.

     

    8.3.           On
      or before the Maturity Date, if the Payor completes a Merger Transaction
      described in Section 4 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 Conversion Rate.

     

    8.4.           Exercise
      of the foregoing conversion rights 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.  Payee shall cooperate with Payor
      and provide Payor with additional documentation or information upon reasonable
      request in order to enable the Conversion Shares to be issued.

     

    8.5.           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 three weeks following such receipt, Payor shall tender to Payee a stock
      certificate, registered in the name of Payee, evidencing ownership of such
      Conversion Shares by Payee.  Notwithstanding any other rights provided
      herein, if following the receipt by the Payor of a Conversion Notice, this
      Note
      and any other documentation or information reasonably requested by Payor to
      enable Payor to issue the Conversion Shares to Payee, if such Conversion Shares
      are not issued to Payee within three (3) then Payor shall issue to Payee an
      additional One Million (1,000,000) fully paid and non-assessable shares of
      Common Stock of Payor.  Such issuance shall be without prejudice to
      Payee’s other rights under this Note and time shall be of the essence with
      respect to the obligations set forth in this paragraph.

     

    8.6.           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.

     

    8.7.           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

     


    
      
        
        

      

      
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    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.

     

    8.8.           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.

     

    8.9.           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.

     

    8.10.        
      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,
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    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.           Registration
      Rights.

     

    9.1.           Defined
      Terms.  As used in this Section 9, terms defined elsewhere herein
      shall have their assigned meanings and each of the following terms shall have
      the following meanings (such definitions to be applicable to both the plural
      and
      singular of the terms defined):

     

    (1)           Registerable
      Securities.  The term “Registerable Securities” shall mean the
      Conversion Shares.  For the purposes of this Section 9, securities
      will cease to be Registerable Securities when (A) a registration statement
      under
      the Securities Act of 1933, as amended (the “Securities Act”), covering such
      Registerable Securities has been declared effective and (1) such Registerable
      Securities have been disposed of pursuant to such effective registration
      statement or (2) such registration statement has remained effective for 270
      consecutive days, (B) such Registerable Securities are distributed to the public
      pursuant to the Securities Act or pursuant to an exemption from the registration
      requirements of the Securities Act, including, without limitation, Rules 144
      and
      144A promulgated under the Securities Act or (C) such Registerable Securities
      have been otherwise transferred and the Company, in accordance with applicable
      law and regulations, has delivered new certificates or other evidences of
      ownership for such securities which are not subject to any stop transfer order
      or other restriction on transfer.

     

    (2)           Rightsholders.  The
      term “Rightsholders” shall include the Payee, all successors and assigns of the
      Payee and all transferees of Registerable Securities where such transfer
      affirmatively includes the transfer and assignment of the rights of the Payee
      under this Note with respect to the transferred Registerable Securities and
      such
      transferee agrees in writing to assume all of the Payee’s agreements,
      obligations and liabilities under this Note.

     

    (3)           Interpretations
      of Terms.  The words “hereof,” “herein” and “hereunder” and words
      of similar import when used in this Section 9 shall refer to this Section 9
      as a
      whole and not to any particular provision of this Section 9, and subsection,
      paragraph, clause, schedule and exhibit references are to this Section 9unless
      otherwise specified.

     

    9.2.           Piggy-Back
      Registration.

     

    (1)           If,
      at any time on or after the date hereof and prior to the Maturity Date, the
      Payor proposes to file a registration statement under the Securities Act with
      respect to an offering by the Payor or any other party of any class of equity
      security similar to 

     


    
      
        
        

      

      
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    any
      Registerable Securities (other than a registration statement on Form S-4 or
      Form
      S-8 or any successor form or a registration statement filed solely in connection
      with a stock option or other employee benefit plan, an exchange offer, a
      business combination transaction or an offering of securities solely to the
      existing stockholders or employees of the Payor), then the Payor, on each such
      occasion, shall give written notice (each, a “Piggy-Back Notice”) of such
      proposed filing to all of the Rightsholders owning Registerable Securities
      at
      least fifteen days before the anticipated filing date of such registration
      statement, and such Piggy-Back Notice also shall be required to offer to such
      Rightsholders the opportunity to register such aggregate number of Registerable
      Securities as each such Rightsholder may request.  Each such
      Rightsholder shall have the right, exercisable for the five days immediately
      following the giving of a Piggy-Back Notice, to request, by written notice
      (each, a “Holder Notice”) to the Company, the inclusion of all or any portion of
      the Registerable Securities of such Rightsholders in such registration
      statement.  The Payor shall use reasonable efforts to cause the
      managing underwriter(s) of a proposed underwritten offering to permit the
      inclusion of the Registerable Securities which were the subject of all Holder
      Notices in such underwritten offering on the same terms and conditions as any
      similar securities of the Payor included therein.  Notwithstanding
      anything to the contrary contained in this Section 9.2(1), if the managing
      underwriter(s) of such underwritten offering or any proposed underwritten
      offering delivers a written opinion to the Rightsholders of Registerable
      Securities which were the subject of all Holder Notices that the total amount
      and kind of securities which they, the Payor and any other person intend to
      include in such offering is such as to materially and adversely affect the
      success of such offering, then the amount of securities to be offered for the
      accounts of such Rightsholders and persons other than the Payor shall be
      eliminated or reduced pro rata (based on the amount of securities owned by
      such
      Rightsholders and other persons which carry registration rights) to the extent
      necessary to reduce the total amount of securities to be included in such
      offering to the amount recommended by such managing underwriter(s) in the
      managing underwriter’s written opinion.

     

    (2)           Number
      of Piggy-Back Registrations; Expenses.  The obligations of the
      Payor under this Section 9 shall be unlimited with respect to each
      Rightsholder.  Subject to the provisions of Section 9.4 hereof, the
      Payor will pay all Registration Expenses (as defined below) in connection with
      any registration of Registerable Securities effected pursuant to this Section
      9,
      but the Company shall not be responsible for the payment of any underwriter’s
      discount, commission or selling concession in connection therewith.

     

    (3)           Withdrawal
      or Suspension of Registration Statement.  Notwithstanding anything
      contained to the contrary in this Section 9, the Payor shall have the absolute
      right, whether before or after the giving of a Piggy-Back Notice or Holder
      Notice, to determine not to file a registration statement to which the
      Rightsholders shall have the right to include their Registerable Securities
      therein pursuant to this Section 9, to withdraw such registration statement
      or
      to delay or suspend pursuing the effectiveness of such registration
      statement.  In the event of such a determination after the giving of a
      Piggy-Back Notice, the Payor shall give notice of such determination to all
      Rightsholders and, thereupon, (A) in the case of a determination not to register
      or to withdraw such registration statement, the Payor shall be relieved of
      its
      obligation under this Section 9 to register any of the Registerable Securities
      in connection with such registration and (B) in the case of a determination
      to
      delay the registration, the Payor shall be permitted to delay or suspend the
      registration of Registerable Securities pursuant to this Section 9.2 for the
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    securities.  No
      registration effected under this Section 9 shall relieve the Company of its
      obligation to effect any registration upon demand otherwise granted to a
      Rightsholder under any other agreement with the Company.

     

    9.3.           Registration
      Procedures.

     

    (1)           Obligations
      of the Payor.  The Payor will, in connection with any registration
      pursuant to Section 9.2 hereof, as expeditiously as possible:

     

    (A)           prepare
      and file with the Securities and Exchange Commission (the “Commission”) a
      registration statement under the Securities Act on any appropriate form chosen
      by the Payor, in the Payor’s sole discretion, which shall be available for the
      sale of all Registerable Securities in accordance with the intended method(s)
      of
      distribution thereof set forth in all applicable Holder Notices, and use the
      Payor’s commercially reasonable best efforts to cause such registration
      statement to become effective as soon thereafter as reasonably practicable
      but
      in no event more than 100 days after receipt of such notices or requests;
provided, that, at least five business days before filing with the
      Commission of such registration statement, the Payor shall furnish to each
      Rightsholder whose Registerable Securities are included therein draft copies
      of
      such registration statement, including all exhibits thereto and documents
      incorporated by reference therein, and, upon the reasonable request of any
      such
      Rightsholder, shall continue to provide drafts of such registration statement
      until filed, and, after such filing, the Payor shall, as diligently as
      practicable, provide to each such Rightsholders such number of copies of such
      registration statement, each amendment and supplement thereto, the prospectus
      included in such registration statement (including each preliminary prospectus),
      all exhibits thereto and documents incorporated by reference therein and such
      other documents as such Rightsholder may reasonably request in order to
      facilitate the disposition of the Registerable Securities owned by such
      Rightsholder and included in such registration statement; provided,
further, the Payor shall modify or amend the registration statement
      as it
      relates to such Rightsholder as reasonably requested by such Rightsholder on
      a
      timely basis, and shall reasonably consider other changes to the registration
      statement (but not including any exhibit or document incorporated therein by
      reference) reasonably requested by such Rightsholder on a timely basis, in
      light
      of the requirements of the Securities Act and any other applicable laws and
      regulations; and provided, further, that the obligation of the
      Payor to effect such registration and/or cause such registration statement
      to
      become effective, may be postponed for (1) such period of time when the
      financial statements of the Payor required to be included in such registration
      statement are not available (due solely to the fact that such financial
      statements have not been prepared in the regular course of business of the
      Payor) or (2) any other bona fide corporate purpose, but then only for
      a period not to exceed 90 days;

    


    (B)           prepare
      and file with the Commission such amendments and post-effective amendments
      to a
      registration statement as may be necessary to keep such registration statement
      effective for up to nine months; and cause the related prospectus to be
      supplemented by any required prospectus supplement, and as so supplemented
      to be
      filed to the extent required pursuant to Rule 424 promulgated under the
      Securities Act, during such nine month period; and otherwise comply with the
      provisions of the Securities Act with respect to the disposition of all
      Registerable Securities covered by such registration statement during the



    
      
        
        

      

      
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    applicable
      period in accordance with the intended method(s) of disposition of such
      Registerable Securities set forth in such registration statement, prospectus
      or
      supplement to such prospectus;

    


    (C)           notify
      the Rightsholders whose Registerable Securities are included in such
      registration statement and the managing underwriter(s), if any, of an
      underwritten offering of any of the Registerable Securities included in such
      registration statement, and confirm such advice in writing, (1) when a
      prospectus or any prospectus supplement or post-effective amendment has been
      filed, and, with respect to a registration statement or any post-effective
      amendment, when the same has become effective, (2) of any request by the
      Commission for amendments or supplements to a registration statement or related
      prospectus or for additional information, (3) of the issuance by the Commission
      of any stop order suspending the effectiveness of a registration statement
      or
      the initiation of any proceedings for that purpose, (4) of the receipt by the
      Payor of any notification with respect to the suspension of the qualification
      of
      any of the Registerable Securities for sale in any jurisdiction or the
      initiation or threatening of any proceeding for such purpose and (5) of the
      happening of any event which makes any statement made in the registration
      statement, the prospectus or any document incorporated therein by reference
      untrue or which requires the making of any changes in the registration statement
      or prospectus so that such registration statement, prospectus or document
      incorporated by reference will not contain any untrue statement of material
      fact
      or omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein not misleading;

    


    (D)           use
      reasonable efforts to obtain the withdrawal of any order suspending the
      effectiveness of such registration statement at the earliest possible moment
      and
      to prevent the entry of such an order;

    


    (E)           use
      reasonable efforts to register or qualify the Registerable Securities included
      in such registration statement under such other securities or blue sky laws
      of
      such jurisdictions as any Rightsholder whose Registerable Securities are
      included in such registration statement reasonably requests in writing and
      do
      any and all other acts and things which may be necessary or advisable to enable
      such Rightsholder to consummate the disposition in such jurisdictions of such
      Registerable Securities; provided, that the Payor will not be required to
      (1) qualify generally to do business in any jurisdiction where it would not
      otherwise be required to qualify but for this clause (E), (2) subject itself
      to
      taxation in any such jurisdiction or (3) take any action which would subject
      it
      to general service of process in any such jurisdiction;

    


    (F)           make
      available for inspection by each Rightsholder whose Registerable Securities
      are
      included in such registration, any underwriter(s) participating in any
      disposition pursuant to such registration statement, and any representative,
      agent or employee of or attorney or accountant retained by any such Rightsholder
      or underwriter(s) (collectively, the “Inspectors”), all financial and other
      records, pertinent corporate documents and properties of the Payor
      (collectively, the “Records”) as shall be reasonably necessary to enable them to
      exercise their due diligence responsibility (or establish a due diligence
      defense), and cause the officers, directors and employees of the Payor to supply
      all information reasonably requested by any such Inspector in connection with
      such registration statement; provided, that records which the Payor
      determines, in good faith, to be confidential and which it notifies the



    
      
        
        

      

      
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    Inspectors
      are confidential shall not be disclosed by the Inspectors, unless (1) the
      release of such Records is ordered pursuant to a subpoena or other order from
      a
      court of competent jurisdiction or (2) the disclosure of such Records is
      required by any applicable law or regulation or any governmental regulatory
      body
      with jurisdiction over such Rightsholder or underwriter; provided,
further, that such Rightsholder or underwriter(s) agree that such
      Rightsholder or underwriter(s) will, upon learning the disclosure of such
      Records is sought in a court of competent jurisdiction, give notice to the
      Payor
      and allow the Payor, at the Payor’s expense, to undertake appropriate action to
      prevent disclosure of the Records deemed confidential;

    


    (G)           cooperate
      with the Rightsholder whose Registerable Securities are included in such
      registration statement and the managing underwriter(s), if any, to facilitate
      the timely preparation and delivery of certificates representing Registerable
      Securities to be sold thereunder, not bearing any restrictive legends, and
      enable such Registerable Securities to be in such denominations and registered
      in such names as such Rightsholder or any managing underwriter(s) may reasonably
      request at least two business days prior to any sale of Registerable
      Securities;

    


    (H)           comply
      with all applicable rules and regulations of the Commission and promptly make
      generally available to its security holders an earnings statement covering
      a
      period of twelve months commencing, (1) in an underwritten offering, at the
      end
      of any fiscal quarter in which Registerable Securities are sold to
      underwriter(s), or (2) in a non-underwritten offering, with the first month
      of
      the Payor’s first fiscal quarter beginning after the effective date of such
      registration statement, which earnings statement in each case shall satisfy
      the
      provisions of Section 11(a) of the Securities Act;

    


    (I)           provide
      a CUSIP number for all Registerable Securities not later than the effective
      date
      of the registration statement relating to the first public offering of
      Registerable Securities of the Payor pursuant hereto;

    


    (J)           enter
      into such customary agreements (including an underwriting agreement in customary
      form) and take all such other actions reasonably requested by the Rightsholders
      holding a majority of the Registerable Securities included in such registration
      statement or the managing underwriter(s) in order to expedite and facilitate
      the
      disposition of such Registerable Securities and in such connection, whether
      or
      not an underwriting agreement is entered into and whether or not the
      registration is an underwritten registration, (1) make such representations
      and
      warranties, if any, to the holders of such Registerable Securities and any
      underwriter(s) with respect to the registration statement, prospectus and
      documents incorporated by reference, if any, in form, substance and scope as
      are
      customarily made by issuers to underwriter(s) in underwritten offerings and
      confirm the same if and when requested, (2) obtain opinions of counsel to the
      Payor and updates thereof addressed to each such Rightsholder and the
      underwriter(s), if any, with respect to the registration statement, prospectus
      and documents incorporated by reference, if any, covering the matters
      customarily covered in opinions requested in underwritten offerings and such
      other matters as may be reasonably requested by such Rightsholders and
      underwriter(s), (3) obtain a “cold comfort” letter and updates thereof from the
      Payor’s independent certified public accountants addressed to such Rightsholders
      and to the underwriter(s), if any, which letters shall be in customary form
      and
      cover matters of the type customarily covered in “cold comfort” letters by
      accountants in 


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    connection
      with underwritten offerings, and (4) deliver such documents and certificates
      as
      may be reasonably requested by the Rightsholders holding a majority of such
      Registerable Securities and managing underwriter(s), if any, to evidence
      compliance with any customary conditions contained in the underwriting agreement
      or other agreement entered into by the Payor; each such action required by
      this
      clause (J) shall be done at each closing under such underwriting or similar
      agreement or as and to the extent required thereunder; and

    


    (K)           if
      requested by the holders of a majority of the Registerable Securities included
      in such registration statement, use its best efforts to cause all Registerable
      Securities which are included in such registration statement to be listed,
      subject to notice of issuance, by the date of the first sale of such
      Registerable Securities pursuant to such registration statement, on each
      securities exchange, if any, on which securities similar to the Registered
      Securities are listed.

    


    (2)           Obligations
      of Rightsholders.  In connection with any registration of
      Registerable Securities of a Rightsholder pursuant to Section 9.2
      hereof:

     

    (A)           The
      Payor may require that each Rightsholder whose Registerable Securities are
      included in such registration statement furnish to the Payor such information
      regarding the distribution of such Registerable Securities and such Rightsholder
      as the Payor may from time to time reasonably request in writing;
      and

    


    (B)           Each
      Rightsholder, upon receipt of any notice from the Payor of the happening of
      any
      event of the kind described in subclauses (2), (3), (5) and (6) of Section
      9.3(1)(C), shall forthwith discontinue disposition of Registerable Securities
      pursuant to the registration statement covering such Registerable Securities
      until such Rightsholder’s receipt of the copies of the supplemented or amended
      prospectus contemplated by subclause (1) of Paragraph 9.3(1)(C), or until such
      Rightsholder is advised in writing (the “Advice”) by the Payor that the use of
      the applicable prospectus may be resumed, and until such Rightsholder has
      received copies of any additional or supplemental filings which are incorporated
      by reference in or to be attached to or included with such prospectus, and,
      if
      so directed by the Payor, such Rightsholder will deliver to the Payor (at the
      expense of the Payor) all copies, other than permanent file copies then in
      the
      possession of such Rightsholder, of the current prospectus covering such
      Registerable Securities at the time of receipt of such notice; the Payor shall
      have the right to demand that such Rightsholder or other holder verify its
      agreement to the provisions of this clause (B) in any Holder Notice of the
      Rightsholder or in a separate document executed by the
      Rightsholder.

    


    9.4.           Registration
      Expenses.  All expenses incident to the performance of or
      compliance with this Agreement by the Payor, including, without imitation,
      all
      registration and filing fees of the Commission, NASD, Inc. and other agencies,
      fees and expenses of compliance with securities or blue sky laws (including
      reasonable fees and disbursements of counsel in connection with blue sky
      qualifications of the Registerable Securities), rating agency fees, printing
      expenses, messenger and delivery expenses, internal expenses (including, without
      limitation, all salaries and expenses of its officers and employees performing
      legal or accounting duties), the fees and expenses incurred in connection with
      the listing, if any, of the Registerable Securities on any securities exchange
      and fees and disbursements of counsel for the Payor and 

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    the
      Payor’s independent certified public accountants (including the expenses of any
      special audit or “cold comfort” letters required by or incidental to such
      performance), Securities Act or other liability insurance (if the Payor elects
      to obtain such insurance), the fees and expenses of any special experts retained
      by the Payor in connection with such registration and the fees and expenses
      of
      any other person retained by the Payor (but not including any underwriting
      discounts or commissions attributable to the sale of Registerable Securities
      or
      other out-of-pocket expenses of the Rightsholders, or the agents who act on
      their behalf, unless reimbursement is specifically approved by the Payor) will
      be borne by the Payor.  All such expenses are herein referred to as
“Registration Expenses.”

     

    9.5.           Indemnification:
      Contribution.

     

    (1)           Indemnification
      by the Payor.  The Payor agrees to indemnify and hold harmless, to
      the full extent permitted by law, each Rightsholder, its officers and directors
      and each person who controls such Rightsholder (within the meaning of the
      Securities Act), if any, and any agent thereof against all losses, claims,
      damages, liabilities and expenses incurred by such party pursuant to any actual
      or threatened suit, action, proceeding or investigation (including reasonable
      attorney’s fees and expenses of investigation) arising out of or based upon any
      untrue or alleged untrue statement of a material fact contained in any
      registration statement, prospectus or preliminary prospectus or any omission
      or
      alleged omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein (in the case of a prospectus, in
      the
      light of the circumstances under which they were made) not misleading, except
      insofar as the same arise out of or are based upon, any such untrue statement
      or
      omission based upon information with respect to such Rightsholder furnished
      in
      writing to the Payor by such Rightsholder expressly for use
      therein.

     

    (2)           Indemnification
      by Rightsholder.  In connection with any registration statement in
      which a Rightsholder is participating, each such Rightsholder will be required
      to furnish to the Payor in writing such information with respect to such
      Rightsholder as the Payor reasonably requests for use in connection with any
      such registration statement or prospectus, and each Rightsholder agrees to
      the
      extent it is such a holder of Registerable Securities included in such
      registration statement, and each other such holder of Registerable Securities
      included in such Registration Statement will be required to agree, to indemnify,
      to the full extent permitted by law, the Payor, the directors and officers
      of
      the Payor and each person who controls the Payor (within the meaning of the
      Securities Act) and any agent thereof, against any losses, claims, damages,
      liabilities and expenses (including reasonable attorney’s fees and expenses of
      investigation incurred by such party pursuant to any actual or threatened suit,
      action, proceeding or investigation arising out of or based upon any untrue
      or
      alleged untrue statement of a material fact or any omission or alleged omission
      of a material fact necessary, to make the statements therein (in the case of
      a
      prospectus, in the light of the circumstances under which they are made) not
      misleading, to the extent, but only to the extent, that such untrue statement
      or
      omission is based upon information relating to such Rightsholder or other holder
      furnished in writing to the Payor expressly for use therein.

     

    (3)           Conduct
      of Indemnification Proceedings. Promptly after receipt by an indemnified
      party under this Section 9.5 of written notice of the commencement of any
      action, proceeding, suit or investigation or threat thereof made in writing
      for
      which such indemnified party may claim indemnification or contribution pursuant
      to this Note, such 

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


     

     

    indemnified
      party shall notify in writing the indemnifying party of such commencement or
      threat; but the omission so to notify the indemnifying party shall not relieve
      the indemnifying party from any liability which the indemnifying party may
      have
      to any indemnified party (A) hereunder, unless the indemnifying party is
      actually prejudiced thereby, or (B) otherwise than under this Section
      9.5.  In case any such action, suit or proceeding shall be brought
      against any indemnified party, and the indemnified party shall notify the
      indemnifying party of the commencement thereof, the indemnifying party shall
      be
      entitled to participate therein and the indemnifying party shall assume the
      defense thereof, with counsel reasonably satisfactory to the indemnified party,
      and the obligation to pay all expenses relating thereto.  The
      indemnified party shall have the right to employ separate counsel in any such
      action, suit or proceeding and to participate in the defense thereof, but the
      fees and expenses of such counsel shall be at the expense of such indemnified
      party unless (A) the indemnifying party has agreed to pay such fees and
      expenses, (B) the indemnifying party shall have failed to assume the defense
      of
      such action, suit or proceeding or to employ counsel reasonably satisfactory
      to
      the indemnified party therein or to pay all expenses relating thereto or (C)
      the
      named parties to any such action or proceeding (including any impleaded parties)
      include both the indemnified party and the indemnifying party and the
      indemnified party shall have been advised by counsel that there may be one
      or
      more legal defenses available to the indemnified party which are different
      from
      or additional to those available to the indemnifying party and which may result
      in a conflict between the indemnifying party and such indemnified party (in
      which case, if the indemnified party notifies the indemnifying party in writing
      that the indemnified party elects to employ separate counsel at the expense
      of
      the indemnifying party, the indemnifying party shall not have the right to
      assume the defense of such action or proceeding on behalf of the indemnified
      party; it being understood, however, that the indemnifying party shall not,
      in
      connection with any one such action, suit or proceeding or separate but
      substantially similar or related actions, suits or proceedings in the same
      jurisdiction arising out of the same general allegations or circumstances,
      be
      liable for the fees and expenses of more than one separate firm of attorneys
      at
      any time for the indemnified party, which firm shall be designated in writing
      by
      the indemnified party).

     

    (4)           Contribution.  If
      the indemnification provided for in this Section 9.5 from the indemnifying
      party
      is unavailable to an indemnified party hereunder in respect of any losses,
      claims, damages, liabilities or expenses referred to therein, then the
      indemnifying party, in lieu of indemnifying such indemnified party, shall
      contribute to the amount paid or payable by such indemnified party as a result
      of such losses, claims, damages, liabilities or expenses (A) in such proportion
      as is appropriate to reflect the relative benefits received by the indemnifying
      party on the one hand and the indemnified party on the other or (B) if the
      allocation provided by clause (A) above is not permitted by applicable law,
      in
      such proportion as is appropriate to reflect not only the relative benefits
      received by the indemnifying party on the one hand and the indemnified party
      on
      the other but also the relative fault of the indemnifying party and indemnified
      party, as well as any other relevant equitable considerations.  The
      relative fault of such indemnifying party and the indemnified parties shall
      be
      determined by reference to, among other things, whether any action in question,
      including any untrue or alleged untrue statement of a material fact or omission
      or alleged omission to state a material fact, has been made by, or relates
      to
      information supplied by, such indemnifying party or indemnified parties, and
      the
      parties’ relative intent, knowledge, access to information and opportunity to
      correct or prevent such action.  The amount paid or payable by a party
      as a result of the losses, claims, damages, liabilities and expenses referred
      to
      above shall be deemed to include, subject to 

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    the
      limitation set forth in Section 9.5, any legal or other fees or expenses
      reasonably incurred by such party in connection with any investigation or
      proceeding.

     

    The
      parties hereto agree that it would
      not be just and equitable if contribution pursuant to this Section 9.5(4) were
      determined by pro rata allocation or by any other method of allocation which
      does not take into account the equitable considerations referred to in clauses
      (A) and (B) of the immediately preceding paragraph.  No person guilty
      of fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any person who was not
      guilty of such fraudulent misrepresentation.

    


    (E)           Limitation.  Notwithstanding
      anything to the contrary contained in this Section 9.5, no holder of
      Registerable Securities shall be liable for indemnification and contribution
      payments aggregating an amount in excess of the maximum amount received by
      such
      holder in connection with any sale of Registerable Securities as contemplated
      herein.

     

    9.6.           Participation
      in Underwritten Registration.  No Rightsholder may participate in
      any underwritten registration hereunder unless such Rightsholder (i) agrees
      to
      sell such holder’s securities on the basis provided in any underwriting
      arrangements approved by the persons entitled hereunder to approve such
      arrangements and to comply with Regulation M under the Exchange Act and (ii)
      completes and executes all questionnaires, appropriate and limited powers of
      attorney, escrow agreements, indemnities, underwriting agreements and other
      documents reasonably required under the terms of such underwriting arrangement;
      provided, that all such documents shall be consistent with the provisions
      of Section 9.5

     

    


    10.                    Unconditional
      Obligation; Fees, Waivers, Other.

     

    10.1.        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.

     

    10.2.        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.

     

    10.3.        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.

     

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

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    10.5.        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.

     

    11.           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.

     

    12.           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.

     

    13.                      Miscellaneous.

     

    13.1.        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.

     

    13.2.        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.

     

    13.3.        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 New York
      without giving effect to the choice of laws rules thereof.

     

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

     

     

    
      
        
        

      

      
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              By:

            	
              /s/
                Winston Johnson

            	 
	 	
              Name:

            	
              Winston
                Johnson

            	 
	 	
              Title:

            	
              Chief
                Executive Officer

            	 


    

    


     

    Accepted
      and Agreed to:

     

    


    /s/
      Surry P.
      Roberts                          


    SURRY
      P.
      ROBERTS

     

    
 

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    NOTE
      EXERCISE FORM

    
 

     Dated:
      _______________________        

    


    


    TO:  WinSonic
      Digital Media Group, Ltd.

    


    I,
      ________Surry P.
      Roberts_____, hereby irrevocably elect to convert my Promissory Note dated
      _______________ in the amount of ______________, plus the accrued interest
      in
      the amount of ____________, into ______ shares of Common Stock of Winsonic
      Digital Media Group, Ltd. pursuant to Section [insert applicable Section]of
      said
      Promissory Note.

    


    I
      acknowledge that said shares will be restricted shares pursuant to the
      Securities Act of 1933, as amended, and as such, cannot be resold, assigned,
      pledged, hypothecated or otherwise transferred without an effective registration
      statement for such shares or other exemption from registration.

    


     

    
      	 	 	INFORMATION
              REQUIRED FOR REGISTRATION OF STOCK	 
	 	 	 	 
	
              Name:

            	 	SURRY
              P. ROBERTS	 
	 	 	(Please
              type or print in block letters)	 
	 	 	 	 
	
              Tax
                ID/SS #:

            	 	 	 
	 	 	 	 
	
              Address:

            	 	120
              Woodburn Road	 
	 	 	 	 
	 	 	Raleigh,
              NC 27605	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
               Signature:

            	 	 	 
	 	 	
              (Signature
                must conform in all respects to the name of the Noteholder as set
                forth on
                the face of this Note.)

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


    

    
18