Exhibit
        4.12
  
 **WINSONIC
        DIGITAL MEDIA GROUP, LTD.**
 
  THIS
        NOTE
        AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES
        ONLY
        AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
        (THE
        "ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE
        UNDERLYING SECURITIES MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR
        OTHERWISE OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION
        THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS.
        THE
        PAYOR (AS DEFINED BELOW), IN ITS SOLE DISCRETION, SHALL HAVE THE RIGHT TO
        REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE
        EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH
        ANY
        PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE
        SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE
        FOR THIS NOTE.
  **WINSONIC
        DIGITAL MEDIA GROUP, LTD.**
 6%
        CONVERTIBLESUBORDINATED
        PROMISSORY NOTE
  $_________
              February
                  9 , 2008
 FOR
        VALUE
        RECEIVED, Winsonic Digital Media Group, Ltd., a Nevada corporation
        (" Payor "),
        having its executive office at 101 Marietta Street, Suite 2600, Atlanta,
        Georgia
        30303 promises to pay to **____________** ("Payee"), having an address at _______________________ (or at such other
        place
        as Payee may from time to time hereafter direct by notice in writing to Payor),
        the principal sum of _________ dollars ($_______) plus accrued interest,
        on the
        first to occur of the following dates:
  (i) February
        9, 2009 (the " Maturity
        Date ");
  (ii) the
        date on which all outstanding amounts under this Note are prepaid in full
        pursuant to Section 2 hereof (the " Prepayment
        Date ");
  (iii) the
        date (the " Conversion
        Date ")
        on
        which (1) the outstanding principal amount of this Note plus accrued interest
        is
        automatically converted into the Payor's common stock, par value $0.001 per
        share (the " Common
        Stock ")
        pursuant to Section 4.2 hereof or (2) the Payee elects to convert this Note
        into
        Common Stock of the Payor pursuant to Section 4.1 hereof, which election
        may be
        made at any time by Payee by delivering a conversion notice in writing to
        Payor;
        and
  (iv)
        any
        other date on which the 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.**  **Computation
        of Interest; Payments** **.**
  **1.1.**  The
        principal amount of this Note outstanding from time to time shall bear interest
        at the rate of six percent (6%) per annum (the " Interest
        Rate ")
        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 Conversion Date or (iv)
        the
        Acceleration 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 Interest Rate shall continue
        to
        accrue on any principal amount so effected until the payment thereof on such
        extended due date.
  **2.**  **Prepayment** **.** The
        Payor may, without prior notice, prepay the outstanding principal and accrued
        but unpaid interest of this Note in whole at any time, or in part from time
        to
        time, without penalty, fee or charge. Each prepayment of this Note shall
        first
        be applied to interest accrued through the date of prepayment and then to
        principal.
  **3.**  **Merger
        Transaction** .
        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 unpaid principal
        and accrued and unpaid interest outstanding under the Note will be due and
        payable upon the closing of the Merger Transaction (the " Merger
        Acceleration Date "),
        subject to the Payee’s rights of conversion set forth in Section 4.1(b)
        below.
  **4.**  **Conversion** **.**
  **4.1.**  Voluntary
        Conversion .
  (a)  Any
        holder of this Note has the right, at the holder's option, at any time and
        prior
        to payment or conversion of this Note, to convert any then unpaid principal
        of
        this Note (together with any accrued and unpaid interest due under this Note),
        in whole but not in part, into a whole number of shares of the Payor's Common
        Stock at a price per share equal to **$0.20** (subject
        to appropriate adjustments as set forth herein, the " Conversion
        Price ")
        upon
        satisfaction of the conditions set forth in this Section 4.
  2
 (b)  On
        or
        before the Maturity Date, if the Payor completes a Merger Transaction, the
        Payee
        shall have the option for thirty (30) days prior to the Merger Acceleration
        Date
        to convert any then unpaid principal of this Note (together with any accrued
        and
        unpaid interest due under this Note) into a whole number of shares of the
        Payor's Common Stock at a price per share equal to the Conversion Price upon
        satisfaction of the conditions set forth in this Section 4.
 
 **4.2.**  Automatic
        Conversion .
        On or
        before the Maturity Date, if the Payor completes an offering of its preferred
        stock, Common Stock or a combination of preferred stock and Common Stock
        for
        gross proceeds of at least $3,000,000 (an " Equity
        Financing "),
        the
        then unpaid principal of this Note (together with any accrued and unpaid
        interest due under this Note) will automatically convert into a whole number
        of
        shares of the Payor's Common Stock at a price per share equal to the Conversion
        Price.
  **4.3.**  Conversion
        Procedures .
  (a)  Notice
        of Conversion Pursuant to Section 4.1 .
        Before
        the Payee shall be entitled to convert this Note pursuant to Section 4.1
        hereof,
        it shall surrender this Note, and shall give written notice to the Payor
        (the
        " Conversion
        Notice ")
        at its
        principal office, of the election to convert the same at least five business
        days prior to the effective date of such conversion. The Conversion Notice
        shall
        state the principal amount and accrued and unpaid interest which the Payee
        elects to convert, the number of shares of Payor's Common Stock to be issued
        in
        connection with such conversion and the effective date of such conversion
        (the
        " Voluntary
        Conversion Date ").
        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.
  (b)  Notice
        of Conversion Pursuant to Section 4.2 .
        If this
        Note is automatically converted pursuant to Section 4.2, written notice shall
        be
        delivered to the Payee of this Note at the address last shown on the records
        of
        the Payor for the Payee or given by the Payee to the Payor for the purpose
        of
        notice, or, if no such address appears or is given, at the place where the
        principal office of the Payor is located, notifying the Payee of the conversion
        to be effected and the applicable conversion price, the principal amount
        of the
        Note to be converted, the amount of accrued interest to be converted, the
        date
        on which such conversion will occur (the " Automatic
        Conversion Date "
        and
        collectively with the Voluntary Conversion Date, the " Conversion
        Date ")
        and
        calling upon such Payee to surrender to the Payor, in the manner and at the
        place designated, the Note.
  (c)  Mechanics
        of Conversion .
        If this
        Note is to be converted pursuant to this Section 4, (i) Payee shall tender
        to
        Payor this Note for cancellation on or prior to the Conversion Date and (ii)
        as
        soon as practicable following receipt of this Note for cancellation, but
        in no
        event later than ten business days following such receipt, the Payor shall
        deliver to the Payee a certificate or certificates representing the number
        of
        shares of the Payor's Common Stock to which the Payee is entitled pursuant
        to
        this Section 4. Conversion of this Note shall be deemed to have been made
        as of
        the Conversion Date.
  3
 
 (d)  No
        Fractional Shares .
        No
        fractional shares of the Payor's Common Stock shall be issued upon conversion
        of
        this Note. In lieu of issuing any fractional shares of the Payor's Common
        Stock,
        Payor shall round up any conversion calculations so that only whole integrals
        of
        Common Stock shall be issued upon conversion.
  (e)  Effect
        of Conversion .
        The
        delivery to the Payee of a certificate evidencing the shares of Common Stock
        into which this Note has been converted shall be deemed to satisfy the Payor's
        obligation to pay, when due, the principal and interest under this Note so
        converted. Any interest converted shall be deemed paid and not cancelled,
        extinguished or forfeited.
  (f)  Taxes
        on Conversion .
        The
        Payor shall pay any and all documentary stamp or similar issue or transfer
        taxes
        or any other taxes payable in respect of the issue or delivery of Common
        Stock
        to Payee upon conversion of this Note.
  (g)  Reservation
        of Common Stock .
        The
        Payor shall at all times when this Note shall be outstanding, reserve and
        keep
        available out of its authorized but unissued Common Stock, a number of shares
        of
        Common Stock as shall from time to time be sufficient to effect the conversion
        of this Note. The Payor shall, from time to time in accordance with the law
        of
        the state of the Payer's incorporation, take such corporate action as shall
        be
        necessary to ensure that the Payor may validly and legally issue fully paid
        and
        nonassessable shares of Common Stock to effect the conversion of this
        Note.
  (h)  Adjustment
        for Reorganization, Consolidation, Merger or Reclassification .
        If
        after the date hereof the Payor shall (i) effect a reorganization,
        (ii) consolidate with or merge into any other person or entity, (iii)
        change the shares of Common Stock issuable upon conversion of this Note into
        the
        same or a different number of shares of any class(es) or series of stock,
        whether by reclassification or otherwise or (iv) sell or transfer all or
        substantially all of its properties or assets to any other person or entity
        under any plan or arrangement contemplating the dissolution of the Payor,
        then,
        in each such case, the Payee, upon the conversion of this Note as provided
        in
        this Section 4 at any time or from time to time after the consummation of
        such
        reorganization, consolidation, reclassification, merger or sale, or the
        effective date of such dissolution, as the case may be, shall receive, in
        lieu
        of the shares of Common Stock issuable on such conversion immediately prior
        to
        such consummation or such effective date, as the case may be, the stock and
        property (including cash) to which the Payee would have been entitled upon
        the
        consummation of such reorganization, consolidation, reclassification or merger,
        or in connection with such dissolution, as the case may be, if the Note had
        been
        converted immediately prior thereto (assuming the payment by the Payee of
        the
        Conversion Price therefor as required hereby).
  **5.**  **Piggy-Back
        Registration Rights** **.**
  **5.1.**  Defined
        Terms .
        As used
        in this Section 5, 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):
  4
 (a)  Registrable
        Securities; Effectiveness Period .
        The
        term " Registrable
        Securities "
        shall
        mean any shares of Payor's Common Stock issuable upon conversion of this
        Note in
        accordance with the terms and conditions hereof. For the purposes of this
        Section 5, securities will cease to be Registrable Securities when (A) a
        registration statement under the Act, covering such Registrable Securities
        has
        been declared effective and (1) such Registrable 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 Registrable
        Securities are transferred pursuant to an exemption from the registration
        requirements of the Act, including, without limitation, Rules 144 and 144A
        promulgated thereunder, (C) such Registrable Securities are eligible for
        sale
        pursuant to Rule 144(k) of the Act (or any similar provision then in force)
        or
        (D) such Registrable Securities have been otherwise transferred and the Payor,
        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 ((A)
        through
        (D) collectively referred to herein as the " Effectiveness
        Period ").
  (b)  Rightsholders .
        The
        term " Rightsholder "
        shall
        include the Payee, all successors and assigns of the Payee and all transferees
        of Registrable Securities where such transfer affirmatively includes the
        transfer and assignment of the rights of the Payee under this Note with respect
        to the transferred Registrable Securities and such transferee agrees in writing
        to assume all of the Payee’s agreements, obligations and liabilities under this
        Note.
  **5.2.**  Piggy-Back
        Registration .
  (a)  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 Act with respect to an
        offering by the Payor or any other party of any class of equity security
        similar
        to any Registrable 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 Registrable 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 Registrable
        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
        Payor, the inclusion of all or any portion of the Registrable 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 Registrable 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 5.2(1),
        if
        the managing underwriter(s) of such underwritten offering or any proposed
        underwritten offering delivers a written opinion to the Rightsholders of
        Registrable 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.
  5
 (b)  Number
        of Piggy-Back Registrations; Expenses .
        The
        obligations of the Payor under this Section 5 shall be unlimited with respect
        to
        each Rightsholder. Subject to the provisions of Section 5.4 hereof, the Payor
        will pay all Registration Expenses (as defined below) in connection with
        any
        registration of Registrable Securities effected pursuant to this Section
        5, but
        the Payor shall not be responsible for the payment of any underwriter’s
        discount, commission or selling concession in connection therewith.
  (c)  Withdrawal
        or Suspension of Registration Statement .
        Notwithstanding anything contained to the contrary in this Section 5, the
        Payor
        shall have the absolute right, whether before or after the giving of a
        Piggy-Back Notice or receipt of a Holder Notice, to determine not to file
        a
        registration statement to which the Rightsholders shall have the right to
        include their Registrable Securities therein, 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 5 to register any of the Registrable 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 Registrable Securities pursuant to this Section 5.2 for the
        same
        period as the delay in the registration of such other securities. No
        registration effected under this Section 5 shall relieve the Payor of its
        obligation to effect any registration upon demand otherwise granted to a
        Rightsholder under any other agreement with the Payor.
  **5.3.**  Registration
        Procedures .
  (a)  Obligations
        of the Payor .
        The
        Payor will, in connection with any registration pursuant to Section 5.2 hereof,
        as expeditiously as possible:
  (1)  prepare
        and file with the Securities and Exchange Commission (the " Commission ")
        a
        registration statement under the Act on any appropriate form chosen by the
        Payor, in the Payor’s sole discretion, which shall be available for the sale of
        all Registrable 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 efforts to cause such registration statement to
        become effective as soon thereafter as reasonably practicable; provided ,
        that,
        at least five business days before filing with the Commission of such
        registration statement, the Payor shall furnish to each Rightsholder whose
        Registrable Securities are to be included therein draft copies of such
        registration statement, including all exhibits thereto; and 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 Act and any other applicable laws and regulations.
 
 6
 (2)  prepare
        and file with the Commission such amendments and supplements to a registration
        statement and the prospectus used in connection therewith as may be necessary
        to
        keep the registration statement effective and to comply with the provisions
        of
        the Act with respect to the sale or other disposition of all securities covered
        by the registration statement during the Effectiveness Period;
 
 (3)  furnish
        to such Rightsholder such number of copies of a prospectus, including a
        preliminary prospectus, in conformation with the requirements of the Act,
        and
        such other documents, as such Rightsholder may reasonably request;
 
 (4)  use
        its
        reasonable efforts to register or qualify the Registrable Securities included
        in
        such registration statement under such other securities or blue sky laws
        of such
        jurisdictions as any Rightsholder whose Registrable 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
        Registrable Securities; provided ,
        that
        the Payor will not be required to (i) qualify generally to do business in
        any
        jurisdiction where it would not otherwise be required to qualify but for
        this
        clause (4), (ii) subject itself to taxation in any such jurisdiction or (iii)
        take any action which would subject it to general service of process in any
        such
        jurisdiction;
 
 (5)  notify
        each Rightsholder of any Registrable Securities covered by the registration
        statement, promptly at any time when a prospectus relating thereto is required
        to be delivered under the Act, of the occurrence of a Discontinuation Event
        (as
        defined below). For purposes of this Section 5.3(a)(5), a " Discontinuation
        Event "
        shall
        mean (i) when the Commission notifies the Payor that there will be a “review” of
        such registration statement and whenever the Commission comments in writing
        on
        such registration statement and until the Payor has addressed the comments
        in a
        supplemented prospectus and/or amended registration statement and/or
        supplementally; (ii) any request by the Commission or any other Federal or
        state
        governmental authority for amendments or supplements to such registration
        statement or prospectus or for additional information and until the request
        has
        been responded to; (iii) the issuance by the Commission of any stop order
        suspending the effectiveness of such registration statement covering any
        or all
        of the Registrable Securities or the initiation of any proceedings for that
        purpose; (iv) the receipt by the Payor of any notification with respect to
        the
        suspension of the qualification or exemption from qualification of any of
        the
        Registrable Securities for sale in any jurisdiction, or the initiation or
        threatening, in writing, of any proceeding for such purpose; and/or (v) the
        occurrence of any event or passage of time that makes the financial statements
        included in such registration statement ineligible for inclusion therein
        or any
        statement made in such registration statement or prospectus or any document
        incorporated or deemed to be incorporated therein by reference untrue in
        any
        material respect or that requires any revisions to such registration statement,
        prospectus or other documents so that, in the case of such registration
        statement or prospectus, as the case may be, it will not contain any untrue
        statement of a material fact or omit to state any material fact required
        to be
        stated therein or necessary to make the statements therein in light of the
        circumstances under which they were made, not misleading;
  7
 (6)  use
        reasonable efforts to obtain the withdrawal of any order suspending the
        effectiveness of such registration statement at the earliest possible time
        and
        to prevent the entry of such an order;
 
 (7)  make
        available for inspection by each Rightsholder whose Registrable Securities
        are
        included in such registration statement, 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 ")
        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 Inspectors are confidential shall not be disclosed by the
        Inspectors, unless (i) the release of such Records is ordered pursuant to
        a
        subpoena or other order from a court of competent jurisdiction or (ii) 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;
 
 (8)  cooperate
        with the Rightsholder whose Registrable Securities are included in such
        registration statement and the managing underwriter(s), if any, to facilitate
        the timely preparation and delivery of certificates representing Registrable
        Securities to be sold thereunder, not bearing any restrictive legends, and
        enable such Registrable 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 Registrable
        Securities;
 
 (9)  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, (i) in an underwritten offering, at the
        end
        of any fiscal quarter in which Registrable Securities are sold to
        underwriter(s), or (ii) 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 Act;
 
 (10)  provide
        a
        CUSIP number for all Registrable Securities not later than the effective
        date of
        the registration statement relating to the first public offering of Registrable
        Securities of the Payor pursuant hereto;
 
 (11)  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 Registrable Securities included in such registration
        statement or the managing underwriter(s) in order to expedite and facilitate
        the
        disposition of such Registrable Securities and in such connection, whether
        or
        not an underwriting agreement is entered into and whether or not the
        registration is an underwritten registration, (i) make such representations
        and warranties, if any, to the holders of such Registrable 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, (ii) 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), (iii) obtain a "comfort" letter 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 "comfort" letters by accountants
        in
        connection with underwritten public offerings, and (iv) deliver such documents
        and certificates as may be reasonably requested by the Rightsholders holding
        a
        majority of such Registrable 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 (11) shall be done at each closing under such
        underwriting or similar agreement or as and to the extent required thereunder;
        and
 
 8
 (12)  if
        requested by the holders of a majority of the Registrable Securities included
        in
        such registration statement, use its best efforts to cause all Registrable
        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 Registrable
        Securities pursuant to such registration statement, on each securities exchange,
        if any, on which securities similar to the Registered Securities are
        listed.
 
 (b)  Obligations
        of Rightsholders .
        In
        connection with any registration of Registrable Securities of a Rightsholder
        pursuant to Section 5.2 hereof:
  (1)  The
        Payor
        may require that each Rightsholder whose Registrable Securities are included
        in
        such registration statement furnish to the Payor such information regarding
        the
        distribution of such Registrable Securities and such Rightsholder as the
        Payor
        may from time to time reasonably request in writing;
 
 (2)  Each
        Rightsholder agrees by its acquisition of such Registrable Securities that,
        upon
        receipt of any notice from the Payor of the happening of any Discontinuation
        Event, shall forthwith discontinue disposition of Registrable Securities
        pursuant to the registration statement covering such Registrable Securities
        until such Rightsholder’s receipt of the copies of the supplemented prospectus
        and/or amended registration statement or until it is advised in writing by
        the
        Payor that the use of the applicable prospectus may be resumed, and, in either
        case, has received copies of any additional or supplemental filings that
        are
        incorporated or deemed to be incorporated by reference in such prospectus
        or
        registration statement; and
  9
 (3)  It
        shall
        be a condition precedent to the Payor's obligation to take any action pursuant
        to this Section 5 in respect of the Registrable Securities that are to be
        registered at the request of any Rightsholder that such Rightsholder shall
        furnish to the Payor such information regarding the securities held by such
        Rightsholder, the intended method of disposition thereof and any other
        information as the Payor shall reasonably request and as shall be required
        in
        connection with the action taken by the Payor. 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 Securities Exchange
        Act
        of 1934, as amended 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.
 
 **5.4.**  Registration
        Expenses .
        All
        expenses incident to the performance of or compliance with this Note 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 Registrable
        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
        Registrable Securities on any securities exchange and fees and disbursements
        of
        counsel for the Payor and the Payor’s independent certified public accountants
        (including the expenses of any special audit or "comfort" letters required
        by or
        incidental to such performance), 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 Registrable
        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 ".
  **5.5.**  Indemnification;
        Contribution .
  (a)  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 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) 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.
  10
 (b)  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
        Registrable Securities included in such registration statement, and each
        other
        such holder of Registrable Securities included in such Registration Statement
        hereby agrees, 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 Act) and any agent thereof, against any losses,
        claims, damages, liabilities and expenses (including reasonable attorney’s fees
        and expenses) 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.
  (c)  Conduct
        of Indemnification Proceedings. Promptly
        after receipt by an indemnified party under this Section 5.5 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 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 5.5.
        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).
  11
 (d)  Contribution .
        If the
        indemnification provided for in this Section 5.5 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 the limitation set forth in Section 5.5, 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 5.5(d) 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 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 5.5, no
        holder of Registrable 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 Registrable Securities
        as
        contemplated herein.
  **6.**  **Covenants
        of Payor** **.**
  Payor
        covenants and agrees that, so long as this Note remains outstanding and unpaid,
        in whole or in part:
  **6.1.**  Payor
        will not sell, transfer or dispose of a material part of its assets;
  **6.2.**  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;
  12
 **6.3.**  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;
  **6.4.**  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;
  **6.5.**  Payor
        will, promptly following the occurrence of an Event of Default (defined below)
        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;
  **6.6.**  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; and
  **6.7.**  On
        or
        after March 31, 2008, in the event of :
  (a)  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
 
 (b)  any
        special or annual meeting of holders of the Payor’s Common Stock or any action
        by holders of the Common Stock of Payor in lieu of such a meeting;
        or
 
 (c)  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
 
 (d)  any
        proposed issuance or grant by Payor to the existing holders of Common Stock
        of
        any securities (including but not limited to convertible securities), or
        any
        right or option to subscribe for any securities;
 
 13
 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 be
        consummated, and the time, if any, 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
        securities, or rights or options with respect thereto, proposed to be issued
        or
        granted, the date of such proposed issuance 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 6.7.
 
 **7.**  **Events
        of Default** **.**
  **7.1.**  The
        term
        " Event
        of Default "
        shall
        mean the occurrence of any of the following:
  (a)  The
        dissolution of Payor or any vote in favor thereof by the board of directors
        and
        shareholders of Payor; or
 
 (b)  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
 
 (c)  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
 
 (d)  Payor
        admits in writing its inability to pay its debts as they mature; or
 
 (e)  Payor
        sells all or substantially all of its assets or merges or is consolidated
        with
        or into another corporation; or
 
 (f)  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
 
 14
 (g)  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, (other than the default specified in Section 7.1(c) above)
        and
        such default continues uncured for a period of sixty (60) days.
 
 **7.2.**  Remedies .
        Upon
        the occurrence of an 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. Forbearance by the holder of this Note to exercise its rights with
        respect to any failure or breach of Payor shall not constitute a waiver of
        the
        right as to any subsequent failure or breach
  **8.**  **Unconditional
        Obligation** .
        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.**  **Replacement
        Of Note** **.** On
        receipt of evidence reasonably satisfactory to the Payor of the loss, theft,
        destruction or mutilation of this Note, and, in each case of loss, theft
        or
        destruction, delivery of an indemnity agreement reasonably satisfactory in
        form
        and substance to the Payor or, in the case of mutilation, on surrender and
        cancellation of this Note, the Payor at its expense shall execute and deliver,
        in lieu of this Note, a new note of like tenor.
  **10.**  **Subordination** **.** All
        payments due under this Note shall be subordinated and made junior, in all
        respects to the payment in full of all principal, all interest accrued thereon
        and all other outstanding amounts under Institutional Indebtedness (hereinafter
        defined), except Institutional Indebtedness, which, by its terms, is not
        expressly senior in right of payment to this Note. The term " Institutional
        Indebtedness "
        shall
        mean all existing and future senior 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 holder,
        by
        accepting a Note, agrees to the subordination of this Note to such Institutional
        Indebtedness and authorizes Payor to give it effect.
  **11.**  **Miscellaneous** **.**
  **11.1.**  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.
  **11.2.**  This
        Note
        may not be modified or discharged (other than by payment) except by a writing
        duly executed by Payor and Payee.
  **11.3.**  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.
  15
 **11.4.**  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.
  **11.5.**  This
        Note
        shall bind Payor and its successors and assigns and shall inure to the benefit
        of the Payee and its successors and assigns.
  IN
        WITHNESS WHEREOF, this Note has been executed and delivered on the date
        specified above by the duly authorized representative of the Payor.
 
 **WINSONIC
                  DIGITAL MEDIA GROUP, LTD.**By:Name:
              Winston
                  JohnsonTitle:
              Chief
                  Executive Officer
 
 
 Accepted
        and Agreed to:
  
 ________________________________
 
 16
 **Exhibit
        4.12**
  **NOTE
        EXERCISE FORM**
 
 
 
 Dated:
                _______________________
  TO:
        Winsonic Digital Media Group, Ltd. (the "Company")
 
 I,
        ____________________, hereby irrevocably elect to convert my 6% Convertible
        Subordinated Promissory Note dated ___________________ (the "Promissory Note")
        in the amount of _______________, plus the accrued interest in the amount
        of
        ________________, into ______________ shares of the Company's common stock
        par
        value $0.001 per share (the "Common Stock") pursuant to Section 4 of said
        Promissory Note.
 
 I
        ACKNOWLEDGE THAT SUCH SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY APPLICABLE STATE SECURITIES
        LAWS
        AND SUCH SHARES OF COMMON STOCK MAY
        NOT
        BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM
        UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THE COMPANY,
        IN
        ITS SOLE DISCRETION, SHALL HAVE THE RIGHT TO REQUIRE AN OPINION OF COUNSEL
        REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER
        THE
        ACT IS NOT REQUIRED IN CONNECTION WITH ANY PROPOSED TRANSFER NOR IS SUCH
        TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.
   Name:(Please type or print in block
                letters)Tax
                ID/SS #:Address:Signature:(Signature
                  must conform in all respects to the
                  name of the Noteholder as set forth on the face of this
                  Note.)