CONVERTIBLE
      BRIDGE NOTE

     

    THIS
      NOTE
      HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN
      ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN CONNECTION
      WITH
      THE DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
      OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
      RESPECT TO THE NOTE UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
      THE
      COMPANY THAT SUCH DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND
      ANY
      APPLICABLE STATE SECURITIES LAW.

    


    
      	
              US
                $16,667.00

            	
              Newport
                Beach, California

            
	 	
              [________],
                2008

            


    

     

    World
      Am,
      Inc. (the “Company”) hereby promises to pay to James H. Alexander (the “Payee”),
      the sum of Sixteen Thousand Six Hundred Sixty-seven Dollars ($16,667.00) on
      [___________] (the "Maturity Date") as specified below.

     

    1.       Interest.
      This
      Note shall not bear interest.

     

    2.       Payment
      with Common Stock.
      At the
      Maturity Date, this Note shall be converted into shares of the Common Stock
      of
      the Company at a price per share equal to the market value of the Company’s
      common stock on the trading day immediately prior to conversion. The market
      value of the Company’s common stock on any trading day which is publicly traded
      on a national securities exchange (including the NASDAQ Global Market) or a
      national quotation system shall be the average of the highest and lowest prices
      at which that stock is sold on (A) the principal exchange on which such common
      stock is then listed or admitted to trading or on the NASDAQ Global Market,
      as
      applicable; or (B) if no sale takes place on that day on such exchange or
      system, the average of the official closing bid and asked prices for that
      stock.. No fractional shares of capital stock shall be issued upon conversion
      of
      this Note. In lieu of the Company issuing any fractional shares to the Payee
      upon the conversion of this Note, the Company shall pay to the Payee the amount
      of outstanding principal that is not so converted. Upon conversion of this
      Note,
      the Company shall be forever released from all its obligations and liabilities
      under this Note.

     

    3.       Payment
      in Cash.
      If the
      Company is unable to deliver the common stock issuable upon conversion of this
      Note under Section 2 above in a form which can be sold by the Payee immediately
      under Rule 144 of the Securities and Exchange Commission, or any successor
      to
      that rule, the Company shall pay the principal balance of this Note in cash
      in
      lieu of issuing common stock to the Payee.

     

    4.       Assignment.
      Subject
      to the restrictions on transfer described in Section 6 below, the rights
      and obligations of the Company and the Payee of this Note shall be binding
      upon
      and benefit the successors, assigns, heirs, administrators and transferees
      of
      the parties.

     

    5.       Waiver
      and Amendment.
      The
      provisions of this Note may only be amended, waived or modified upon the written
      consent of the Company and the Payee.

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

    6.       Transfer
      of this Note.
      This
      Note cannot be transferred by the Payee without the prior written consent of
      the
      Company.

     

    7.       Notices.
      All
      notices which are required to be given pursuant to this Note shall be in writing
      and shall be delivered by certified mail, return receipt requested, first class
      postage prepaid, or sent by a recognized overnight delivery service, with
      receipt acknowledged or by facsimile, with a copy thereof sent by one of the
      means designated hereunder. Notices shall be deemed to have been given at the
      time delivered and shall be addressed as follows or to such other address as
      a
      party may designate by proper notice hereunder:

     

    
      	
              If
                to Payee:

            	
              James
                H. Alexander

            
	 	
              c/o
                Denis H. Mark, Esq.

            
	 	
              Waller
                & Mark, PC

            
	 	
              5105
                DTC Parkway, Suite 450

            
	 	
              Denver,
                CO 80202

            


    

    


    


    
      	
              If
                to the Company:

            	
              World
                Am, Inc.

            
	 	
              4340
                Von Karman Avenue, Suite 200

            
	 	
              Newport
                Beach, CA 92660

            
	 	
              Attn:
                Chief Executive Officer

            


    

    


    


    8.       No
      Shareholder Rights.
      Nothing
      contained in this Note shall be construed as conferring upon the Payee or any
      other person the right to vote or to consent or to receive notice as a
      shareholder in respect of meetings of shareholders for the election of directors
      of the Company or any other matters or any rights whatsoever as a shareholder
      of
      the Company until the Note is converted into common stock.

     

    9.       Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of Colorado without regard to its conflict of laws provisions.

     

    10.       Heading:
      References.
      All
      headings used herein are used for convenience only and shall not be used to
      construe or interpret this Note.

     

    IN
      WITNESS WHEREOF, the Company has caused this Note to be issued on the date
      first
      written above.

     

    
      	 	 	 
	 	
              World
                Am, Inc.

            
	 
 	 
 	 
 
	: 	By:  	 
	 	
              

              Robert
                A. Hovee, Chief Executive Officer

            
	 	 


    

     

    
      
         

      

      
        -2-