****


**LOAN
      AGREEMENT AND SECURITY ASSIGNMENT**


This
      loan
      agreement and security assignment ("Agreement") is entered into on this
      31 st day of
      December 2007 by and between WinSonic Digital Media Group, Ltd. (“WinSonic” or
“Obligor”) with his 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 the Loan
      Amount on or before February 15, 2008 ("Due Date"). Obligor has simultaneously
      herewith executed a promissory note ("Note") incorporated herein by reference,
      evidencing its repayment obligation hereunder.





2. Interest :  The
      loan
      shall bear 25% interest up to and including the Due Date. Five (5) days from
      and
      after the Due Date, if Obligee shall elect repayment, and if not promptly
      repaid, the balance of the Loan Amount shall bear default interest at the rate
      of 25% per annum, but in no event shall it exceed the maximum interest allowable
      by law for transactions of this nature between parties of like
      capacity.





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”). In the event of default by the Company, Winston D. Johnson, personally
      guarantees principal loan amount, plus the 25% interest. Obligee acknowledges
      and accepts that said shares are restricted shares pursuant to Regulation 144
      of
      the Securities Act of 1933, as amended.


4. Warranty
      of Obligor :
      Obligor
      warrants and represents that he 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 he has obtained all requisite corporate
      authority and approval, and has complied with the necessary corporate
      formalities in entering into this Agreement.


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 31 st day of
      December 2007.


WinSonic
      Digital Media Group, Ltd. (Obligor)  ___________
      (Obligee)





By:______________________________   By:
      __________________________


Winston
      D. Johnson, CEO and Chairman











If
      Applicable:





_______________________________


Winston
      D. Johnson, Individually











****





**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 25% 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 25%
      interest, on or before February 15, 2008 (the "Due Date").


D .  If
      Obligor shall fail to make the payments required within five (5) days after
      the
      Due Date, the unpaid balance shall bear interest at the rate of 25% per annum, 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, CEO and Chairman