**Exhibit
        10.32**




**LOAN
      AGREEMENT AND SECURITY ASSIGNMENT**


This
      loan
      agreement and security assignment ("Agreement") is entered into on this 31 st day of
      January 2008 by and between WinSonic Digital Media Group, Ltd. (“WinSonic” or
“Obligor”) with an office located at 101 Marietta Street, NW, Suite 2600,
      Atlanta, Georgia
      30303 and
      ____________, residing at _______________ ("___________" or "Obligee"):1. Loan
      Amount :  Obligee
      hereby agrees to lend to Obligor the sum of _____________ dollars ($__________)
      (“Loan Amount”), and Obligor does hereby borrow and promise to repay this Senior
      Debt Loan Amount and to be retired by the close of the Company’s next Senior
      Debt Funding of a minimum $3M (up to $5M) which is anticipated to be finalized
      within ninety (90) days of filing the SEC Form 10-KSB, by June 30, 2008 ("Due
      Date"). Obligor has simultaneously herewith executed a promissory note ("Note")
      incorporated herein by reference, evidencing its repayment obligation
      hereunder.





1.1  Definition Senior Debt:


Corporate
      debt instruments that provide financing, take primary security against either
      specific or all assets of the borrower (the “Company”), have fixed terms of
      repayment and charge fixed or floating interest rates.  Debt that must be
      repaid before subordinated debt receives any payment in the event of
      default.  Debt whose terms in the event of bankruptcy, require it to be
      repaid before subordinated debt receives any payment.




1.2  Definition
      Maturity Date:


In
      the
      event that the Senior Debt funding as so stated above is not obtained by or
      before June 30, 2008, then this Loan Amount will become due on November 30,
      2008
      (“Maturity Date”).





2. Interest :  The
      loan
      shall bear 6% interest per annum up to and including Due Date. If
      the
      loan is not paid by the (“Due Date”), the unpaid balance (principal and
      interest) shall bear interest at the rate of 12% per annum from June 30, 2008
      (“Due Date”) to November 30, 2008 (“Maturity Date”).





3. Security
      Assignment :
      In
      addition to the repayment of the entire loan amount, Obligor hereby grants
      to
      Obligee **_________** shares
      of common stock in Winsonic Digital Media Group, Ltd. (“WDMG”). Obligee
      acknowledges and accepts that said shares are restricted shares pursuant to
      Regulation 144 of the Securities Act of 1933, as amended.





4. Warranties
      of Obligor :
      Obligor
      warrants and represents that it has full power and authority to enter into
      this
      agreement and that this agreement is not in violation of any other agreement
      nor
      of any covenant or restriction contained in any agreement to which Obligor
      is
      bound.








Obligor
      further warrants that WinSonic has obtained all requisite corporate authority
      and approval, and has complied with the necessary corporate formalities in
      entering into this Agreement.





Obligor
      also warrants that it will not obtain Senior Debt Funding that would prohibit
      the repayment of this obligation. This Loan Agreement is intended to be retired
      by the Company’s next Senior Debt funding and is required to be repaid before
      other debt receives any payment.


5. Further
      Documents :
      Obligor
      agrees to execute such other and further documents as shall be reasonable
      necessary or required by Obligee to carry out the provisions of this
      agreement.


6. Collection
      Costs :  In
      the
      event that Obligee shall be required to take legal action to enforce the
      provisions hereof, Obligee shall be entitled to recover all costs of collection,
      including reasonable attorney's fees and costs, whether or not a legal
      proceeding is commenced, if the Obligation is not paid as and when
      due.





7. Miscellaneous :
      This
      agreement shall be governed by Georgia Law and any action to enforce the
      provisions hereof shall be resolved by binding and expedited Arbitration in
      accordance with the rules and procedures of the American Arbitration Association
      (AAA) in Fulton County, Georgia, with a limited right of discovery consisting
      of
      not more that two depositions and one set each of written requests for
      admissions, production of documents, form interrogatories and special
      interrogatories in compliance with the Code of Civil Procedure. In the event
      any
      provision hereof is declared to be invalid or unenforceable, the parties agree
      in good faith to replace said provision with a valid and enforceable provision
      that as nearly as possible reflects the agreement and intent of the parties
      hereunder. This Agreement may not be modified except by a written instrument
      executed by both parties. This Agreement shall be binding upon and inure to
      the
      benefit of the parties and their respective heirs, representatives and
      assigns.These signatures of the parties below confirm the foregoing as their
      entire understanding and agreement, superseding all prior representations,
      understandings and agreements, written or oral, between the
      parties.




Executed
      this ________ day of January, 2008.





WinSonic
                Digital Media Group, Ltd. (Obligor)
            
            (Obligee)By:_________________________________
              Winston
                D. Johnson, Chairman and CEO
            
            By:_________________________________


















**PROMISSORY
      NOTE**








A .  FOR
      VALUE
      RECEIVED, WinSonic Digital Media Group, Ltd. ("Obligor") promises to pay to
      the
      order of **_____________** ,
      ("Obligee") located at ____________________ or
      at
      such other place as Obligee may from time to time designate, the principal
      sum
      of ______________
      dollars ($_______) ,
      payable
      in accordance with the terms set forth in this NOTE, with 6% per annum interest
      thereon, except as otherwise provided herein.




B .  This
      NOTE
      is executed and delivered by Obligor pursuant to the terms and conditions set
      forth in the Loan and Security Assignment of even date herewith, pursuant to
      which Obligor incurred the obligation set forth herein in exchange for the
      loan
      of $__________ by
      Obligee to Obligor and the other consideration granted therein by Obligor to
      Obligee.





C .  Obligor
      shall pay to Obligee the sum of ______________
      dollars ($_________) ,
      plus 6%
      per annum interest on this Senior
      Debt Loan Amount which is to be retired by the close of the next Company’s
      Senior Debt Funding of a minimum $3M (up to $5M) which is anticipated to be
      finalized within ninety (90) days of filing the SEC Form 10-KSB, by June 30,
      2008 ("Due Date"). Obligor has simultaneously herewith executed a promissory
      note ("Note") incorporated herein by reference, evidencing its repayment
      obligation hereunder.




D .  If
      Obligor shall fail to make the payments required within five (5) days after
      the
      Due Date, the unpaid balance (principal and interest) shall bear interest at
      the
      rate of 12% per annum from June 30, 2008 (“Due Date”) to November 30, 2008
      (“Maturity Date”) but
      in no
      event shall it exceed the maximum interest allowable by law for transactions
      of
      this nature between parties of like capacity .
      Obligor
      recognizes that any default in making the payments herein agreed to be paid
      when
      due will result in Obligee incurring additional expenses. Obligor agrees to
      reimburse Obligee for such additional costs incurred in collecting the amount
      due for which Obligor is in default, including reasonable attorney's fees and
      costs.





E.  It
      is
      agreed that time is of the essence in the performance of all obligations
      hereunder.





F.  This
      Note
      will be governed by and construed in accordance with the laws of the State
      of
      Georgia, except where such law is preempted by the laws and regulations of
      the
      United States.





G.  The
      terms
      of this Note shall apply to, inure to the benefit of, and bind all the parties
      hereto, their heirs, legatees, devises, administrators, executors, personal
      representatives, successors and assigns. As used herein, the term "Obligor"
      shall include the undersigned Obligor and any other person or entity who may
      subsequently become liable for the payment hereof.




WinSonic
      Digital Media Group, Ltd. ("OBLIGOR")








____________________________________


By:
      Winston D. Johnson, Chairman and CEO