**Exhibit
      99.2**




**WINSONIC
      DIGITAL MEDIA GROUP, LTD.**


**NOMINATING
      AND CORPORATE GOVERNANCE COMMITTEE CHARTER**





I. *Purpose
      and Authority*





The
      purpose of the Nominating and Corporate Governance Committee (the "Committee")
      is to (i) identify individuals qualified to become members of the Board of
      Directors (the "Board"), (ii) recommend director candidates to the Board, (iii)
      develop, update as necessary and recommend to the Board corporate governance
      principles and policies applicable to the Company, and (iv) monitor compliance
      with such principles and policies.





The
      Committee also shall have all authority necessary to fulfill the duties and
      responsibilities assigned to the Committee in this Charter or otherwise assigned
      to it by the Board.





II. *Composition*





A. *Independence*





The
      Committee shall be composed of two or more directors, as determined by the
      Board, each of whom shall meet the independence standards required by the
      National Association of Security Dealers ("NASD"), Rule 10A-3 of the Securities
      Exchange Act of 1934 (the "Exchange Act"), to the extent that Rule 10A-3 is
      applicable to membership on the Committee, and any regulations of the Securities
      Exchange and Commission (the "SEC") applicable to the Company.





Notwithstanding
      the foregoing, one director who is not independent and who is not a current
      employee of, or an immediate family member of a current employee of, the Company
      may be appointed to the Nominating Committee if the Board, under exceptional
      and
      limited circumstances, determines that membership on the Committee by the
      individual is required by the best interests of the Company and its
      shareholders, and the Board discloses such determination, the nature of the
      relationship, and the reason for the determination in the next annual proxy
      statement or, if the Company does not file a proxy statement, in the next annual
      report on Form 10-K. A director who is appointed to the Committee pursuant
      to
      this exception may not serve in excess of two years.





B. *Appointment
      and Removal of Members*





The
      members of the Committee shall be appointed by the Board on the recommendation
      of the Chair of the Board following the Chair's consultation with the incumbent
      Chair of the Committee. The Board may remove any member from the Committee
      at
      any time with or without cause.





*III.
      Duties and Responsibilities*





The
      Committee shall have the following duties and responsibilities, in addition
      to
      any duties and responsibilities assigned to the Committee from time to time
      by
      the Board.





A. *Director
      Selection*





Review,
      approve and recommend for Board consideration director candidates based on
      the
      Director Selection Guidelines outlined in *Exhibit
      A* to
      this
      Charter, and advise the Board with regard to nomination or election of director
      candidates.





Periodically
      review, approve and recommend to the Board appropriate revisions to the Director
      Selection Guidelines outlined
      in *Exhibit
      A* to
      this
      Charter.





Determine
      procedures for the review, approval and recommendation of director candidates,
      as appropriate.





Determine
      procedures for the consideration of shareholder-recommended Board
      candidates.








B. *Periodic
      Disclosure*





Prepare
      the disclosure required in the Company's proxy statement which explains the
      process used to identify and


evaluate
      nominees for the board of directors, including an explanation of:





1. *Director
      Nomination Process*





a.
      The
      "minimum qualifications" that must be met for a nominee to be recommended by
      the
      Committee, including any specific qualities or skills necessary for a
      nominee.





b.
      Whether the Company has a policy regarding consideration of
      shareholder-recommended Board candidates and, if not, why not. The Committee
      must describe the material terms of any policy, including whether the Committee
      will consider shareholder-recommended candidates and, if so, what the procedures
      are for recommending them.





c.
      The
      Committee's process for identifying and evaluating potential nominees for the
      Board, including shareholder-recommended candidates. If shareholder-recommended
      candidates are evaluated on a different basis from other candidates, the
      Committee must disclose and explain these differences. For all nominees proposed
      by the Committee for election (other than executive officers or current
      directors standing for reelection) the Committee must disclose which of the
      following recommended each nominee: shareholder; non-management director, CEO,
      other executive officer; third party search firm; or other source. The Committee
      must disclose the identity and role of any third party engaged to identify
      or
      evaluate potential Board candidates.





d.
      If a
      5% or greater shareholder (or group) that has held its position for at least
      a
      year recommends a director candidate at least 120 days prior to the anniversary
      of the mailing date of the prior year's proxy statement, the Committee must
      disclose the name of the candidate and of the recommending shareholder, and
      whether the Company nominated the candidate.





e.
      The
      Committee shall assist the Board in preparing disclosure regarding any material
      change to the procedures for shareholder nomination of directors. The disclosure
      will be made in the Form 10-Q filed for the period in which the material change
      occurred (or the Form 10-K, for the fourth quarter). Adopting procedures for
      the
      first time will be considered a material change.





2. *Shareholder
      Communications with the Board*





The
      Committee shall disclose whether the Company has a process for shareholders
      to
      communicate with the Board and, if not, why not. Finally, the Committee must
      explain the process shareholders should use for sending communications to the
      Board or to specific individual directors.





3. *Board
      and Board Performance*





Periodically
      review and recommend to Board appropriate size of the Board.





Periodically
      review appropriateness of any restrictions on Board service, such as term limits
      and retirement policy.





Recommend
      to Board standards regarding Company's definition of "independence" as such
      term
      relates to directors (taking
      into account, among other things, NASD requirements and any other laws and
      regulations applicable to the Company).





Establish
      performance criteria/expectations for directors in areas of attendance,
      preparedness, candor and participation.





Establish,
      coordinate and review with the Chair of Board criteria and method for evaluating
      the effectiveness of the Board.





Recommend
      frequency of regular meetings of non-management directors and develop format
      for
      such meetings, including
      selection of presiding director at such meetings. Determine
      method of communications between (i) employees, shareholders and other
      interested parties and (ii) non-management directors and/or the presiding
      non-management director **.**








4. *Board
      Leadership*





Develop
      and recommend to the Board procedures for selection of the Chair of the
      Board.





Develop
      and recommend to the Board procedures for Board review of, and for communicating
      such review to, the Chair of the Board.





5. *Board
      Relationship to Senior Management*





Monitor
      process and scope of director access to Company management and employees and
      communications between directors and Company management and
      employees.





6. *Meeting
      Procedures*





Develop
      annual meeting calendar for Board.





Develop
      process for preparing agendas for, organizing and running Board
      meetings.





Determine
      appropriate timing for distribution of Board materials to allow directors
      adequate time to review materials and prepare for meetings.





7. *Board
      Committee Matters*





Recommend
      to Board, as appropriate, number, type, functions, structure and independence
      of
      committees.





Annually
      recommend to Board director membership on Board committees and advise Board
      and/or committees with regard to selection of Chairs of committees. (The
      Committee should consider rotation of Chairs and committee members when making
      its recommendations).





Determine
      criteria and procedures for selection of committee members and Chairs, as
      appropriate.





Establish
      and coordinate with applicable committee Chair criteria and method for
      evaluating the effectiveness of the committees.





8. *Director
      Orientation and Continuing Education*





Periodically
      review and revise, as appropriate, the Company's director orientation
      program.





Monitor,
      plan and support continuing education activities of the directors.





9. *Governance
      Policies*





Develop,
      review and recommend to the Board, as appropriate, other principles and policies
      relating to corporate governance; and monitor compliance with and the
      effectiveness of such principles and policies, as appropriate.





10. *Committee
      Reports to Board*





Provide
      minutes of Committee meetings to the Board and report to the Board on any
      significant matters arising from the Committee's work.








11. *Meetings*





The
      Committee shall establish a meeting calendar annually. The Committee may hold
      such other meetings as are necessary or appropriate in order for the Committee
      to fulfill its responsibilities. In the absence of a member designated by the
      Board to serve as Chair, the members of the Committee may appoint from among
      their number a person to preside at their meetings.





12. *Evaluation*





The
      Committee shall review and reassess this Charter at least annually and, if
      appropriate, propose changes to the Board.





The
      Committee shall obtain or perform an annual evaluation of the Committee's
      performance and make applicable recommendations.








**EXHIBIT
      A**


**Director
      Selection Guidelines**





The
      Charter of the Nominating and Corporate Governance Committee (the "Committee")
      of the Board requires the Committee to develop and periodically review and
      recommend to the Board appropriate revisions to these Director Selection
      Guidelines. The following guidelines have been adopted by the Board upon the
      recommendation of the Committee.





*I.
      Director Qualifications*





When
      considering potential director candidates for nomination or election, directors
      should consider the following qualifications, among others, of each director
      candidate:





High
      standard of personal and professional ethics, integrity and values;





Training,
      experience and ability at making and overseeing policy in business, government
      and/or education sectors;





Ability
      to promote a diversity of views based on education, experience and professional
      employment;





Willingness
      and ability to keep an open mind when considering matters affecting interests
      of
      the Company and its constituents;





Willingness
      and ability to devote significant time and effort to effectively fulfill the
      oversight duties and responsibilities related to Board of a public company
      and
      committee membership;





Willingness
      and ability to serve on the Board for multiple terms, if nominated and elected,
      to enable development of a deeper understanding of the Company's business
      affairs;





Willingness
      to be actively engaged in the Company's business endeavors;





Ability
      to understand financial statements, corporate budgeting and capital
      structure;





Familiarity
      with the requirements of a publicly traded company;





Familiarity
      with industries relevant to the Company's business endeavors;





Willingness
      not to engage in activities or interests that may create a conflict of interest
      with a director's responsibilities and duties to the Company and its
      constituents; and





Willingness
      to act in the best interests of the Company and its constituents, and
      objectively assess Board, committee and management performances.





II. *Board
      Composition Selection Criteria*


The
      Board
      believes that its effectiveness depends on the overall mix of the skills and
      characteristics of its directors. Each individual is evaluated in the context
      of
      the Board as a whole, with the objective of recommending a group of persons
      that
      can best implement the Company's business plan, perpetuate its business and
      represent shareholder interests. Accordingly, the following factors, among
      others, relating to overall Board composition should be considered when
      determining Board needs and evaluating director candidates to fill such
      needs:





Independence;


Diversity
      (e.g., age, geography, professional, other);


Professional
      experience;


Industry
      knowledge (e.g., relevant industry or trade association
      participation);


Skills
      and expertise (e.g., accounting or financial);


Leadership
      qualities;


Public
      company board and committee experience;


Non-business-related
      activities and experience (e.g., academic, civic, public interest);


Board
      continuity (including succession planning);


Board
      size;


Number
      and type of committees, and committee sizes; and


Legal
      and
      OTCBB, or other applicable trading exchange or quotation system, requirements
      and recommendations, and other corporate governance-related guidance regarding
      board and committee composition.








III. *Selection
      Procedures*





Potential
      director candidates should be referred to the Chair of the Committee for
      consideration by the Committee and possible recommendation to the Board. The
      Committee shall maintain a list of director candidates to consider and propose
      to the Board, as required. If necessary or desirable in the opinion of the
      Committee, the Committee will determine appropriate means for seeking additional
      director candidates, including engagement of any outside consultant to assist
      the Committee in the identification of director candidates.





The
      Committee shall decide on the appropriate means for the review, recommendation
      and/or selection of individual director
      candidates, including current directors, and the recommendation of director
      candidates to the Board. In the event of a vacancy on the Board, the Chair
      of
      the Committee shall initiate the effort to identify appropriate director
      candidates.