EXHIBIT 4.1

     

    
      THIS
        NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
        1933, AS AMENDED (THE "ACT"). NO INTEREST IN THIS NOTE MAY BE
        OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
        UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144
        UNDER
        THE ACT (OR ANY SIMILAR RULE UNDER THE ACT), OR (iii) AN EXEMPTION
        FROM
        REGISTRATION UNDER THE ACT WHERE THE HOLDER HAS FURNISHED TO THE COMPANY
        AN
        OPINION OF ITS COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT
        IS
        AVAILABLE.

       

      WINSONIC
        DIGITAL MEDIA GROUP, LTD.

      9%
        CONVERTIBLE SUBORDINATED PROMISSORY
        NOTE

       

      
        	
                $250,000.00

              	
                October
                  12, 2005

              
	 	 


      

      FOR
        VALUE RECEIVED, the undersigned, Winsonic Digital Media Group,
        Ltd., a Nevada corporation ("Payor"), having its executive office at 260
        Peachtree Street, Suite 2200, Atlanta, Ga. promises to pay to ATLANTA
        CENTENNIAL, LLC. ("Payee"), having an address at Payor's address set forth
        above
        (or at such other place as Payee may from time to time hereafter direct by
        notice in writing to Payor), the principal sum of TWO HUNDRED FIFTY THOUSAND
        AND
        00/100 DOLLARS ($250,000.00), in such coin or currency of the United States
        of
        America as at the time shall be legal tender for the payment of public and
        private debts, on the first to occur of the following dates: (i): June
        1, 2006, (the "Maturity Date") upon the demand by the holders of a
        majority in interest of the Notes; (ii) the date on which the outstanding
        principal amount of this Note is prepaid in full as hereinafter permitted
        (the
        "Prepayment Date"); (iii) the date of which the outstanding
        principal amount of this Note is automatically converted, or the Payee elects
        to
        convert into Common Stock of the Payor (the “Conversion Date”); and (iv) (any
        other date on which any principal amount of, or accrued unpaid interest on,
        this
        Note is declared to be, or becomes, due and payable pursuant to its terms
        prior
        to the Maturity Date (the "Acceleration Date").

       

      1.  Interest
        And
        Payment.

      
        
           

        

      

      1.1.  The
        principal amount of this Note
        outstanding from time to time shall bear simple interest at the annual rate
        (the
        "Note Rate") of nine percent (9%) 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
        be payable not later than, on the earliest to occur of (i) the Maturity Date;
        (ii) the Prepayment Date; (iii) the Acceleration Date; or (iv) the Conversion
        Date.

       

      1.3.  All
        payments made by the Payor on
        this Note shall be applied first to the payment of accrued unpaid interest
        on
        this Note and then to the reduction of the unpaid principal balance of this
        Note.

       

      1.4.  In
        the event that the date for the
        payment of any amount payable under this Note falls due on a Saturday, Sunday
        or
        public holiday under the laws of the State of Georgia, the time for payment
        of
        such amount shall be extended to the next succeeding business day and interest
        at the Note Rate shall continue to accrue on any principal amount so effected
        until the payment thereof on such extended due date.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2.  Replacement
        Of
        Note.

       

      2.1.  In
        the event that this Note is
        mutilated, destroyed, lost or stolen, Payor shall, at its sole expense, execute,
        register and deliver a new Note, in exchange and substitution for this Note,
        if
        mutilated, or in lieu of and substitution for this Note, if destroyed, lost
        or
        stolen. In the case of destruction, loss or theft, Payee shall furnish to
        Payor
        indemnity reasonably satisfactory to Payor, and in any such case, and in
        the
        case of mutilation, Payee shall also furnish to Payor evidence to its reasonable
        satisfaction of the mutilation, destruction, loss or theft of this Note and
        of
        the ownership thereof. Any replacement Note so issued shall be in the same
        outstanding principal amount as this Note and dated the date to which interest
        shall have been paid on this Note or, if no interest shall have yet been
        paid,
        dated the date of this Note.

       

      2.2.  Every
        Note issued pursuant to the
        provisions of Section 2.1 above in substitution for this Note shall constitute
        an additional contractual obligation of the Payor, whether or not this Note
        shall be found at any time or be enforceable by anyone.

       

      3.  Prepayment.
        The principal amount of this Note may be prepaid in whole at any time, or
        in
        part from time to time, without penalty or premium, together with unpaid
        interest thereon accrued through the Prepayment Date. Each partial prepayment
        of
        this Note shall first be applied to interest accrued through the Prepayment
        Date
        and then to principal.

       

      4.  Acceleration
        Date. On or before the Maturity Date, if the Payor completes a
        transaction (“Merger Transaction”) in which (a) Payor is merged or consolidated
        with or into any other corporation in which the shareholders of the Payor
        shall
        own less than 50% of the voting securities of the surviving corporation or
        (b)
        the acquirer purchases all or substantially all of the Payor’s assets, the
        principal and accrued interest outstanding under the Notes will be due and
        payable upon the closing (the Acceleration Date”) subject to the Payee’s rights
        of conversion set forth in Section 8 below.

       

      5.  Covenants
        of
        Payor. 

       

      Payor
        covenants and agrees that, so long as this Note remains
        outstanding and unpaid, in whole or in part: 

       

      5.1.  Payor
        will not sell, transfer or
        dispose of a material part of its assets; 

       

      5.2.  Payor
        will promptly pay and
        discharge all lawful taxes, assessments and governmental charges or levies
        imposed upon it, its income and profits, or any of its property, before the
        same
        shall become in default, as well as all lawful claims for labor, materials
        and
        supplies which, if unpaid, might become a lien or charge upon such properties
        or
        any part thereof; provided, however, that Payor or such subsidiary shall
        not be
        required to pay and discharge any such tax, assessment, charge, levy or claim
        so
        long as the validity thereof shall be contested in good faith by appropriate
        proceedings and Payor or such subsidiary, as the case may be, shall set aside
        on
        its books adequate reserves with respect to any such tax, assessment, charge,
        levy or claim so contested;

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      5.3.  Payor
        will do or cause to be done
        all things necessary to preserve and keep in full force and effect its corporate
        existence, rights and franchises and substantially comply with all laws
        applicable to Payor as its counsel may advise;

       

      5.4.  Payor
        will at all times maintain,
        preserve, protect and keep its property used or useful in the conduct of
        its
        business in good repair, working order and condition (except for the effects
        of
        reasonable wear and tear in the ordinary course of business) and will, from
        time
        to time, make all necessary and proper repairs, renewals, replacements,
        betterments and improvements thereto;

       

      5.5.  Payor
        will, promptly following the
        occurrence of an Event of Default or of any condition or event which, with
        the
        giving of notice or the lapse of time or both, would constitute an Event
        of
        Default, furnish a statement of Payor's Chief Executive Officer or Chief
        Financial Officer to Payee setting forth the details of such Event of Default
        or
        condition or event and the action which Payor intends to take with respect
        thereto; and

       

      5.6.  Payor
        will, and will cause each of
        its subsidiaries to, at all times maintain books of account in which all
        of its
        financial transactions are duly recorded in conformance with generally accepted
        accounting principles.

       

      6.  Events
        of
        Default. If any of the following events (each an
        "Event of Default") occurs:

       

      6.1.  The
        dissolution of Payor or any vote
        in favor thereof by the board of directors and shareholders of Payor; or

       

      6.2.  Payor
        makes an assignment for the
        benefit of creditors, or files with a court of competent jurisdiction an
        application for appointment of a receiver or similar official with respect
        to it
        or any substantial part of its assets, or Payor files a petition seeking
        relief
        under any provision of the Federal Bankruptcy Code or any other federal or
        state
        statute now or hereafter in effect affording relief to debtors, or any such
        application or petition is filed against Payor, which application or petition
        is
        not dismissed or withdrawn within sixty (60) days from the date of its filing;
        or

       

      6.3.  Payor
        fails to pay the principal
        amount, or interest on, or any other amount payable under, this Note as and
        when
        the same becomes due and payable; and such default is not cured within thirty
        (30) days of such default or

       

      6.4.  Payor
        admits in writing its
        inability to pay its debts as they mature; or

       

      6.5.  Payor
        sells all or substantially all
        of its assets or merges or is consolidated with or into another corporation;
        other than a merger or other transactions in connection with the Arcadia
        Acquisition, or

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      6.6.  A
        proceeding is commenced to
        foreclose a security interest or lien in any property or assets of Payor
        as a
        result of a default in the payment or performance of any debt (in excess
        of
        $50,000 and secured by such property or assets) of Payor or of any subsidiary
        of
        Payor; or

       

      6.7.  A
        final judgment for the payment of
        money in excess of $50,000 is entered against Payor by a court of competent
        jurisdiction, and such judgment is not discharged (nor the discharge thereof
        duly provided for) in accordance with its terms, nor a stay of execution
        thereof
        procured, within sixty (60) days after the date such judgment is entered,
        and,
        within such period (or such longer period during which execution of such
        judgment is effectively stayed), an appeal therefrom has not been prosecuted
        and
        the execution thereof caused to be stayed during such appeal; or

       

      6.8.  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 on the Convertible
        Note
        and Warrant Purchase Agreement, the part of Payor to be observed or performed
        pursuant to the terms of this Note (other than the default specified in Section
        6.3 above) and such default continues uncured for a period of sixty (60)
        days

       

      then,
        upon the occurrence of any such Event of Default and at any
        time thereafter, the holder of this Note shall have the right (at such holder's
        option) to declare the principal of, accrued unpaid interest on, and all
        other
        amounts payable under this Note to be forthwith due and payable, whereupon
        all
        such amounts shall be immediately due and payable to the holder of this Note,
        without presentment, demand, protest or other notice of any kind, all of
        which
        are hereby expressly waived; provided, however, that in case of the occurrence
        of an Event of Default under any of the sections above, such amounts shall
        become immediately due and payable without any such declaration by the holder
        of
        this Note. 

       

      7.  Suits
        for Enforcement and
        Remedies; Change in Control. 

       

      7.1.  If
        any one or more Events of Default
        shall occur and be continuing, the Payee may proceed to (i) protect
        and
        enforce Payee's rights either by suit in equity or by action at law, or both,
        whether for the specific performance of any covenant, condition or agreement
        contained in this Note or in any agreement or document referred to herein
        or in
        aid of the exercise of any power granted in this Note or in any agreement
        or
        document referred to herein, (ii) enforce the payment of this Note,
        or
        (iii) enforce any other legal or equitable right of the holder of
        this
        Note. No right or remedy herein or in any other agreement or instrument
        conferred upon the holder of this Note is intended to be exclusive of any
        other
        right or remedy, and each and every such right or remedy shall be cumulative
        and
        shall be in addition to every other right and remedy given hereunder or now
        or
        hereafter existing at law or in equity or by statute or otherwise.

       

      8.  Conversion
        and
        Exchange.

       

      8.1.  On
        or before the Maturity Date, if
        the Payor completes an equity financing, of Preferred Stock, Common Stock
        or a
        combination of either stock for at least $2,000,000 (the “Next Financing”), the
        principal and interest outstanding under this Note will automatically convert
        into shares of the Payor’s Common Stock (the “Conversion Shares”) at the rate of
        the lower of (a) $1.00 per share, or (b) 15% below the average closing price
        of
        the Payor’s Common Stock for the previous 20 trading days. The Conversion Shares
        will have the same registration rights equal to the most favorable as common
        stock in the Next Financing or any subsequent financing. 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      8.2.  On
        or before the Maturity Date, if
        the Payor completes a Merger Transaction described in Section 4.1 above,
        then
        the Payee shall have the option for thirty (30) days prior to this Acceleration
        Date to convert all or part of the principal and accrued interest outstanding
        under this Note into Conversion Shares at the rate $1.00 per share, subject
        to
        adjustment as described herein.

       

      8.3.  On
        or before the Maturity Date in
        the event the closing price of the Common Stock of Payor is equal to or greater
        than $1.00 for 30 consecutive trading days, the principal and interest
        outstanding under this Note will automatically convert into Shares of the
        Payor’s Common Stock at the rate of $1.00 per share. The Conversion Shares will
        have the same registration rights equal to the most favorable as common stock
        in
        the Next Financing or any subsequent financing.

       

      8.4.  Exercise
        of Conversion shall be made
        by Payee delivering to Payor a notice (each, a “Conversion Notice”), stating the
        principal amount which Payee has converted and the number of Conversion Shares
        to be issued in connection with such conversion, which number of Conversion
        Shares shall be conclusive absent manifest error. The issuance of the Conversion
        Shares shall be deemed to have occurred as of the date of the giving of a
        Conversion Notice with respect to such Conversion Shares.

       

      8.5.  Upon
        the giving of a Conversion
        Notice, Payee shall tender to Payor this Note for cancellation against receipt
        by Payee of a stock certificate, registered in the name of Payee, evidencing
        ownership of the number of Conversion Shares subject to such Conversion Notice.
        As soon as practicable following the receipt of this Note upon the giving
        of
        such Conversion Notice, but no later than ten business days following such
        receipt, Maker shall tender to Payee a stock certificate, registered in the
        name
        of Payee, evidencing ownership of such Conversion Shares by Payee.

       

      8.6.  No
        fractional Conversion Shares
        shall be issued upon conversion of this Note and Payor shall exercise the
        Conversion Right in such a manner so that only whole integrals of Conversion
        Shares shall be issuable upon exercise of a Conversion Right.

       

      8.7.  Conversion
        of this Note shall be
        deemed to have been made at the close of business on the date the Conversion
        Notice is delivered to Payor, so that interest shall not accrue from and
        after
        such date on which the principal amount of this Note converted and the person
        or
        persons entitled to receive Conversion Shares upon such conversion and/or
        exchange shall be treated for all purposes as having been the record holder
        or
        holders thereof at such time and such conversion shall be at the Conversion
        Rate
        in effect at such time. The issuance of certificates for Conversion Shares
        upon
        conversion of this Note shall be made without charge to the holder of this
        Note
        for any tax in respect of the issuance of such certificates.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      8.8.  Payor
        shall at all times keep
        available out of its authorized but unissued shares of Common Stock, solely
        for
        effecting the conversion of this Note, the full number of whole Conversion
        Shares then deliverable upon conversion of the entire principal amount of
        this
        Note, and accrued unpaid interest thereon, at the time outstanding. Payor
        shall
        take at all times such corporate action as shall be necessary in order that
        Payor may validly and legally issue fully paid and nonassessable shares of
        Common Stock in accordance with the provisions of this Article 8.

       

      8.9.  If
        the shares of Common Stock
        issuable upon the conversion of this Note shall be changed into the same
        or a
        different number of shares of any class or classes of stock, whether by capital
        reorganization, reclassification or otherwise, then and in each such event
        the
        holder of this Note shall have the right thereafter to convert this Note
        into
        the kind and amount of shares of stock and other securities and property
        receivable upon such reorganization, reclassification or other change, by
        holders of the number of shares of Common Stock into which this Note might
        have
        been converted immediately prior to such reorganization, reclassification
        or
        change, all subject to further adjustment as provided herein.

       

      8.10.  In
        the event of:

       

      (1) any
        taking by Payor of a record of any of the holders of any
        class of securities for any purpose, including, but not limited to, determining
        the holders who are entitled to receive any dividend or other distribution,
        or
        any right to subscribe for, purchase or otherwise acquire any shares of stock
        of
        any class or any other securities or property, or to receive an other right;
        or

      


      (2) any
        meeting of holders of any class of securities of Payor
        or any action by holders of any class of securities of Payor without a meeting;
        or

      


      (3)
         any capital reorganization of Payor, any reclassification
        of recapitalization of the capital stock of Payor or any transfer of all
        or
        substantially all of the assets of Payor to or consolidation or merger of
        Payor
        with or into any other person; or

      


      (4) any
        proposed issue or grant by Payor to the holders of
        Common Stock of any shares of stock of any class or any other securities
        (including but not limited to convertible securities), or any right or option
        to
        subscribe for, purchase or otherwise acquire any shares of stock of any class
        or
        any other securities; or

      


      (5) any
        proposed sale of Common Stock in the manner described in
        Section 8.10, 

      then
        and in such event, Payor will mail or cause to be mailed to the
        holder of record of this Note a notice specifying (i) the date on which any
        such
        record is or was to be taken and the purpose therefore, (ii) the date and
        purpose of any shareholders meeting or proposed shareholders action without
        meeting, (iii) the date on which any such sale, reorganization,
        reclassification, recapitalization, transfer, consolidation, merger,
        dissolution, liquidation or winding-up is to take place, and the time, if
        any is
        to be fixed, as of which the holders of record of Common Stock are to surrender
        or exchange such shares of Common Stock for securities or other property
        deliverable on such reorganization, reclassification, recapitalization,
        transfer, consolidation, merger, dissolution, liquidation or winding-up and
        (iv)
        the amount and character of any stock or other securities, or rights or options
        with respect thereto, proposed to be issued or granted, the date of such
        proposed issue or grant and the persons or class of persons to whom such
        proposed issue or grant is to be offered or made. Such notice shall be mailed
        at
        least fifteen (15) days prior to the record date, shareholders meeting (or
        shareholders action without meeting) or other event specified in this Section
        8.10. Such notice shall no longer be given upon expiration of the Conversion
        Period.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      9.  Unconditional
        Obligation;
        Fees, Waivers, Other.

       

      9.1.  The
        obligations to make the payments
        provided for in this Note are absolute and unconditional and not subject
        to any
        defense, set-off, counterclaim, rescission, recoupment or adjustment
        whatsoever.

       

      9.2.  If,
        following the occurrence of an
        Event of Default, Payee shall seek to enforce the collection of any amount
        of
        principal of and/or interest on this Note, there shall be immediately due
        and
        payable from Payor, in addition to the then unpaid principal of, and accrued
        unpaid interest on, this Note, all reasonable costs and expenses incurred
        by
        Payee in connection therewith, including, without limitation, reasonable
        attorneys' fees and disbursements.

       

      9.3.  No
        forbearance, indulgence, delay or
        failure to exercise any right or remedy with respect to this Note shall operate
        as a waiver or as an acquiescence in any default, nor shall any single or
        partial exercise of any right or remedy preclude any other or further exercise
        thereof or the exercise of any other right or remedy.

       

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

       

      9.5.  Payor
        hereby expressly waives demand
        and presentment for payment, notice of nonpayment, notice of dishonor, protest,
        notice of protest, bringing of suit, and diligence in taking any action to
        collect amounts called for hereunder, and shall be directly and primarily
        liable
        for the payment of all sums owing and to be owing hereon, regardless of and
        without any notice, diligence, act or omission with respect to the collection
        of
        any amount called for hereunder or in connection with any right, lien, interest
        or property at any and all times which Payee had or is existing as security
        for
        any amount called for hereunder. 

       

      10.  Subordination.
        This Note is subordinated in right of payment to Institutional Indebtedness
        (hereinafter defined), which includes any principal of, premium, if any,
        or
        interest on indebtedness of Payor except Institutional Indebtedness which
        by its
        terms is not superior in right of payment to the Notes. For the purposes
        of this
        Note, the term Institutional Indebtedness shall mean all existing and future
        indebtedness incurred (a) by the Payor to banks, insurance companies, lease
        financing institutions, or other lending institutions (other than small business
        investment companies or venture capital firms) regularly engaged in the business
        of lending money; and (b) any amendment, renewal, extension or refunding
        of any
        such debt. Each Noteholder by accepting a Note agrees to the subordination
        and
        authorizes Payor to give it effect.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      11.  Restriction
        on
        Transfer. This Note has been acquired for
        investment, and neither this Note nor any of the Conversion Shares issuable
        pursuant to Section 8 have been registered under the securities laws of the
        United States of America or any state thereof. Accordingly, no interest in
        this
        Note may be offered for sale, sold or transferred in the absence of registration
        and qualification of this Note, or the Conversion Shares, as the case may
        be,
        under applicable federal and state securities laws or an opinion of counsel
        of
        Payee reasonably satisfactory to Payor that such registration and qualification
        are not required. 

       

      12.  Miscellaneous.

       

      12.1.  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.

       

      12.2.  All
        notices required or permitted
        to be given hereunder shall be in writing and shall be deemed to have been
        duly
        given when personally delivered or sent by registered or certified mail (return
        receipt requested, postage prepaid), facsimile transmission or overnight
        courier
        to the address of the intended recipient as set forth in the preamble to
        this
        Note or at such other address as the intended recipient shall have hereafter
        given to the other party hereto pursuant to the provisions of this Note.

       

      12.3.  This
        Note and the obligations of
        Payor and the rights of Payee shall be governed by and construed in accordance
        with the substantive laws of the State of New York without giving effect
        to the
        choice of laws rules thereof.

       

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

      
        	 	 	 
	 	 
	 
 	 
 	 
 
	Date: 	By:  	/s/ Winston Johnson
	 	
                

                Winston
                  Johnson

              
	 	
                Chief
                  Executive Officer

              


      

       

      
        	Accepted and Agreed to: 	 	 	 
	 	 	 	 
	ATLANTA CENTENNIAL, LLC 	 	 	 
	 	 	 	 
	/s/ Craig Bernstein	 	 	 
	
                

                Name: Craig Bernstein	 	 	
              


      

      


      
        
          
          

        

        
          8