Exhibit 4.5


         THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES
LAWS (COLLECTIVELY, THE "LAWS"). THE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE
ABSENCE OF EITHER (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE LAWS, OR (II) AN OPINION OF COUNSEL PROVIDED TO THE ISSUER IN FORM,
SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED UNDER THE LAWS DUE TO AN AVAILABLE EXCEPTION TO OR
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE LAWS.

                              DATE: AUGUST 28, 2003



NOTE #  100                                     Up to U.S. $ 500,000



                            DATAWORLD SOLUTIONS, INC.


             EIGHT PERCENT (8%) CONVERTIBLE NOTE DUE AUGUST 28, 2005


         THIS NOTE of DataWorld Solutions, Inc., a corporation duly organized
and validly existing under the laws of the State of Delaware, U.S.A. (the
"Company") designated as its Eight Percent (8%) Convertible Notes due two years
from the date of issuance, in a principal face value of the actual amount lent
to the Company up to $ 500,000.

         FOR VALUE RECEIVED, the Company promises to pay to AUGUSTINE FUND,
L.P., the registered holder hereof and its successors and assigns (the
"Holder"), the aggregate principal sum of all advances made by the Holder to the
Company from time to time as mutually agreed as reflected by the Schedule A,
attached hereto, plus interest hereon as hereinafter provided. The parties agree
and acknowledge that absent mutual agreement, the Holder is not required to
provide any funding hereunder, and that the highest amount that the Holder would
advance by mutual agreement is $500,000. The Company agrees to pay the aggregate
principal sum outstanding on the second anniversary date of the date hereof (the
"Maturity Date"), and to pay interest on the principal sum outstanding, at the
rate of 8% per annum due and payable in quarterly installments in arrears, on
March 31, June 30, September 30, and December 31 of each year during the term of
this Note, with the first such payment to be made on June 30, 2004. Accrual of
interest on the outstanding principal amount, payable in cash or common stock of
the Company as set forth herein at the Company's option, shall commence on the
date hereof and shall continue until payment in full of the outstanding
principal amount has been made or duly provided for. In the event the Company is
not able to pay the principal and interest on the Maturity Date in cash, the
Holder shall not be obligated to receive such payments in common stock of the
Company without the Holder's express written consent. In such event, the Note
shall be deemed in default and extended until the Company shall pay the
principal and interest.

<PAGE>

         The principal of, and interest on, this Note are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts, at the address last appearing on
the Note Register of the Company as designated in writing by the Holder hereof
from time to time. The Company will pay the outstanding principal of and any and
all accrued and unpaid interest due upon this Note on the Maturity Date, less
any amounts required by law to be deducted or withheld, to the record Holder of
this Note as of the fifth business day prior to the Maturity Date and addressed
to such Holder at the last address appearing on the Note Register. The
forwarding of such funds shall constitute a payment of outstanding principal and
interest hereunder and shall satisfy and discharge the liability for principal
and interest on this Note to the extent of the sum represented by such payment
plus any amounts so deducted or withheld. Except as herein provided, this Note
may not be prepaid without the prior written consent of the Holder.

         This Note is subject to the following additional provisions:

         1. Note Exchangeable. The Note is exchangeable commencing thirty (30)
days from the date hereof for an equal aggregate principal amount of Notes of
different authorized denominations, as requested by the Holder surrendering the
same without the Company's written consent. No service charge will be made for
such registration or transfer or exchange.

         2. Withholding. The Company shall be entitled to withhold from all
payments of principal or interest pursuant to this Note any amounts required to
be withheld under the applicable provisions of the United States income tax or
other applicable laws at the time of such payments.

         3. Transfer/Exchange of Note; Legend. This Note has been issued subject
to investment representations of the original purchaser hereof and may be
transferred or exchanged only in compliance with the Securities Act of 1933, as
amended (the "1933 Act") and applicable state securities laws. Prior to due
presentment for transfer of this Note, the Company and any agent of the Company
may treat the person in whose name this Note is duly registered on the Company's
Note Register as the owner hereof for the purpose of receiving payment as herein
provided and for all other purposes, whether or not his Note be overdue, and
neither the Company nor any such agent shall be affected or bound by notice to
the contrary. If presentment for transfer is made, the parties agree hereunder
to execute any and all documents necessary to effectuate said transfer within
thirty days of presentment.

         The Holder understands and acknowledges by its acceptance hereof that
(i) except as provided herein, this Note and the shares of common stock in the
Company issuable upon conversion thereof as herein provided ("Conversion
Shares") have not been and are not being registered under the 1933 Act or any
state securities laws, and may not be offered for sale, sold, assigned or
transferred unless (a) subsequently registered thereunder, or (b) pursuant to an
exemption from such registration; (ii) any sale of such securities made in
reliance on Rule 144 promulgated under the 1933 Act may be made only in
accordance with the terms of said Rule and further, if said Rule is not
applicable, any resale of such securities under circumstances in which the
seller (or the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the 1933 Act) may require compliance
with some other regulation and/or exemption under the 1933 Act or the rules and
regulations of the United States Securities and Exchange Commission (the "SEC")
thereunder; and (iii) neither the Company nor any other person is under any
obligation, other than as provided herein to register such securities under the
1933 Act or any state securities laws or to comply with the terms and conditions
of any exemption thereunder.

                                       2

<PAGE>

         Any Conversion Shares issued upon conversion of this Note, and if
applicable, any common stock of the Company issued in payment of interest as
herein provided, shall, if and only to the extent required by law, bear legends
in similar form to the legends set forth on the first page of this Note.

         4. Conversion of Note into Common Stock; Redemption by the Company.

         (a) The Holder of this Note is entitled, at its option, to convert all
or a portion of the original principal face amount of this Note into shares of
Common Stock, in the Company, (defined hereinafter as the "Common Stock"), at
the Conversion Price. The Conversion Price is the 75% of the lowest closing bid
price for the five trading days prior to the date the Notice of Conversion is
transmitted to the Company. Such conversion shall be achieved by submitting to
the Company the fully completed form of conversion notice executed by the Holder
of this Note evidencing such Holder's intention to convert this Note or the
specified portion hereof. A Notice of Conversion may be submitted via facsimile
to the Company at the telecopier number for the Company provided in the
Securities Purchase Agreement (or at such other number as requested in advance
of such conversion in writing by the Company), and if so submitted the original
Notice of Conversion shall be delivered to the Company within two (2) business
days. The Company and the Holder shall each keep records with respect to the
portion of this Note then being converted and all portions previously converted;
upon receipt by the Holder of the requisite Conversion Shares, the outstanding
principal amount of the Note shall be reduced by the amount specified in the
Notice of Conversion resulting in such Conversion Shares. The Company may from
time to time, but is not required to, instruct the Holder and the Holder shall
surrender this Note along with the Notice of Conversion for the purposes of
making a notation thereon as to the amount of principal being converted, or of
canceling this Note and issuing a new Note in the same form with the principal
amount of such Note reduced by the amount converted. Such new or notated Note
shall be delivered to the Holder within three (3) business days after such
Holder's surrender to the Company. No fractional shares or scrip representing
fractions of shares will be issued on conversion, but the number of shares
issuable shall be rounded to the nearest whole share. Accrued interest on the
converted portion of the Note shall be payable upon conversion thereof, in cash
or Common Stock at the Conversion Price, at the Holder's option. The date on
which a notice of conversion is given (the "Conversion Date") shall be deemed to
be either the date on which the Company receives from the Holder an original
Notice of Conversion duly executed, or, if earlier, the date set forth in such
Notice of Conversion if the original Notice of Conversion is received by the
Company within three (3) business days thereafter.

                                       3

<PAGE>


         In all cases, the Company shall deliver the Conversion Shares to the
Holder within five (5) business days after the Conversion Date with respect to
such Conversion Shares being delivered, and at the address specified in the
Notice of Conversion.

         With respect to any portion of the Note that is not converted and any
Conversion Shares not yet sold by the Holder on the first anniversary date of
this Note, the Company shall register the resale of 200% of that number of
shares of Common Stock into which the Note is convertible at the time of filing.
The Company agrees to cause the registration statement to be effective within 90
days after the first anniversary date ("Registration Deadline"). The discount
percentage into which the Note is convertible shall increase by 2% for every
month after the Registration Deadline that the registration is not effective.

         Notwithstanding anything herein to the contrary, the Holder shall not
have the right, and the Company shall not have the obligation, to convert all or
any portion of the Notes if and to the extent that the issuance to the Holder of
shares of Common Stock upon such conversion would result in the Holder being
deemed the "beneficial owner" of more than 9.9% of the then outstanding shares
of Common Stock within the meaning of Section 13(d) of the Securities Exchange
Act of 1934, as amended, and the rules promulgated hereunder. If any court of
competent jurisdiction shall determine that the foregoing limitation is
ineffective to prevent the Holder from being deemed the beneficial owner of more
than 9.9% of the then outstanding shares of Common Stock, then the Company shall
redeem so many of such Holder's Notes as necessary to cause such Holder to be
deemed the beneficial owner of not more than 9.9% of the then outstanding shares
of Common Stock. Such redemption shall be for cash at a redemption price equal
to the sum of (i) 125% of the principal value of the Notes and (ii) any accrued
and unpaid interest to the date of such redemption.

         (b) The Company shall have the right (but not the obligation) to prepay
all or any portion of this Note, provided the Company is not then in violation
of any of its obligations under this Note under the following conditions. At any
time prior to delivery of any Notice of Conversion (in this Section 4(b), a
"Notice") to the Company by the Holder in accordance with the terms of this
Note, the Company may give to the Holder notice (a "Prepayment Notice") that it
intends to pay the Holder the Cash Prepayment Amount (as hereinafter defined)
with respect to all or such portion of the Note referred to in the Prepayment
Notice. The "Cash Prepayment Amount" shall be equal to 125% of the face amount
of the portion of the Note to be prepaid pursuant to the Prepayment Notice, and
shall be paid to the Holder according to the Holder's written instructions to
the Company within three (3) business days after delivery of the Prepayment
Notice with respect to such Note or portion thereof to be prepaid. If the
Company does not prepay within the time limits herein specified and according to
the terms of this Section 4(b), then unless waived by the Holder, the Prepayment
Notice shall be null and void, and the Holder may convert all or such portion of
this Note as the Holder in its discretion determines.

         5. Obligations of the Company Herein are Unconditional. No provision of
this Note shall alter or impair the obligation of the Company, which obligation
is absolute and unconditional, to repay the principal amount of this Note at the
time, place, rate, and in the coin currency, hereinabove stated. This Note and
all other Notes now or hereafter issued in replacement of this Note on the same
or similar terms are direct obligations of the Company. This Note ranks at least
equally with all other Notes now or hereafter issued under the terms set forth
herein. The Conversion Price and number of shares of Common Stock issuable upon
conversion shall be subject to adjustment from time to time as provided in
Section 6 below.

                                       4

<PAGE>


         6. Adjustments.

         (a) In the event the Company should at any time or from time to time,
after the date of this Note, fix a record date for the effectuation of a split
or subdivision of the outstanding shares of Common Stock or the determination of
holders of Common Stock entitled to receive a dividend or other distribution
payable in additional shares of Common Stock (equal to at least 1% or more of
the Company's then issued and outstanding shares of Common Stock) or other
securities or rights convertible into, or entitling the holder thereof to
receive directly or indirectly additional shares of Common Stock (hereinafter
referred to as "Common Stock Equivalents") without payment of any consideration
by such holder for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock issuable upon
conversion or exercise thereof), then, as of such record date (or the date of
such dividend, distribution, split or subdivision if no record date is fixed),
the Conversion Price shall be appropriately decreased so that the number of
shares of Common Stock issuable on conversion of this Note shall be increased in
proportion to such increase in the aggregate number of shares of Common Stock
outstanding and those issuable with respect to such Common Stock Equivalents.

          (b) If the number of shares of Common Stock outstanding at any time
after the date of this Note is decreased by a combination of the outstanding
shares of Common Stock, then, following the record date of such combination, the
Conversion Price shall be appropriately increased so that the number of shares
of Common Stock issuable upon conversion of this Note shall be decreased in
proportion to such decrease in outstanding shares.

         (c) In the event the Company, at any time while all or any portion of
this Note is outstanding, shall be consolidated with or merged into any other
corporation or corporations or shall sell or lease all or substantially all of
its property and business as an entirety, then lawful provisions shall be made
as part of the terms of such consolidation, merger, sale or lease so that the
holder of this Note may thereafter receive in lieu of such Common Stock
otherwise issuable to such holder upon conversion of this Note, but at the
conversion rate which would otherwise be in effect at the time of conversion, as
hereinbefore provided, the same kind and amount of securities or assets as may
be issuable, distributable or payable upon such consolidation, merger, sale or
lease with respect to Common Stock of the Company.

         7. Reservation of Shares. The Company shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock, solely
for the purpose of effecting the conversion of this Note, such number of its
shares of Common Stock as shall from time to time be sufficient to effect the
conversion of all of the outstanding principal amount, and if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to effect the conversion of this Note, in addition to such other remedies as
shall be available to Holder, the Company will take such corporate action as
may, in the opinion of its counsel, be necessary to increase the number of
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purposes, including without limitation, using its best
efforts to obtain the requisite stockholder approval necessary to increase the
number of authorized shares of the Company's Common Stock.

                                       5

<PAGE>


         8. Note Holder Not Deemed a Stockholder. No Holder, as such, of this
Note shall be entitled (prior to conversion of this Note into Common Stock, and
only then to the extent of such conversion) to vote or receive dividends or be
deemed the holder of shares of the Company for any purpose, nor shall anything
contained in this Note be construed to confer upon the Holder hereof, as such,
any of the rights of a stockholder of the Company or any right to vote, give or
withhold consent to any corporate action (whether any reorganization, issue of
stock, reclassification of stock, consolidation, merger, conveyance or
otherwise), receive notice of meetings, receive dividends or subscription
rights, or otherwise, prior to the issuance to the holder of this Note of the
Conversion Shares which he or she is then entitled to receive upon the due
conversion of all or a portion of this Note. Notwithstanding the foregoing, the
Company will provide the Holder with copies of the same notices and other
information given to the stockholders of the Company generally,
contemporaneously with the giving thereof to the stockholders.

         9. No Limitation on Corporate Action. No provisions of this Note and no
right or option granted or conferred hereunder shall in any way limit, affect or
abridge the exercise by the Company of any of its corporate rights or powers to
recapitalize, amend its Certificate of Incorporation, reorganize, consolidate or
merge with or into another corporation, or to transfer all or any part of its
property or assets, or the exercise of any other of its corporate rights and
powers.

         10. Representations of Holder.Upon conversion of all or a portion of
this Note, the Holder shall confirm in writing, in a form reasonably
satisfactory to the Company, that the Conversion Shares so purchased are being
acquired solely for the Holder's own account and not as a nominee for any other
party, and that such Holder is an Accredited Investor (as defined in Rule 501(a)
of Regulation D promulgated under the 1933 Act). The Company acknowledges that
Holder's duly executed certification on the Notice of Conversion is satisfactory
confirmation of the facts set forth in the immediately preceding sentence. If
such Holder cannot make such representations because they would be factually
incorrect, it shall be a condition to such Holder's conversion of all or a
portion of the Note that the Company receive such other representations as the
Company considers reasonably necessary to assure the Company that the issuance
of its securities upon conversion of the Note shall not violate any United
States or state securities laws.

         11. Waiver of Demand, Presentment, Etc. The Company hereby expressly
waives demand and presentment for payment, notice of nonpayment, protest, notice
of protest, notice of dishonor, notice of acceleration or intent to accelerate,
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 hereunder, regardless of and without any notice,
diligence, act or omission as or with respect to the collection of any amount
called for hereunder.

         12. Attorney's Fees. The Company agrees to pay all costs and expenses,
including without limitation reasonable attorney's fees, which may be incurred
by the Holder in collecting any amount due under this Note or in enforcing any
of Holder's conversion rights as described herein.

                                       6

<PAGE>


         13. Default. If one or more of the following described "Events of
Default" shall occur:

         (a) The Company shall continue in default in the payment of principal
or interest on this Note for a period of ten (10) days after a notice of default
is received by the Company with respect to any such payment; or

         (b) Any of the representations or warranties made by the Company
herein, or in any certificate or financial or other written statement heretofore
or hereafter furnished by or on behalf of the Company in connection with the
execution and delivery of this Note shall be false or misleading in any material
respect at the time made and the Holder shall have provided seven (7) days prior
written notice to the Company of the alleged misrepresentation or breach of
warranty and the same shall continue uncured for a period of seven (7) days
after such written notice from the Holder; or

         (c) The Company shall fail to perform or observe, in any material
respect, any other covenant, term, provision, condition, agreement or obligation
of the Company under this Note and such failure shall continue uncured for a
period of seven (7) days after written notice from the Holder of such failure;
or

         (d) The Company shall either: (i) become insolvent; (ii) admit in
writing its inability to pay its debts generally or as they become due; (iii)
make an assignment for the benefit of creditors or commence proceedings for its
dissolution; or (iv) apply for, or consent to the appointment of, a trustee,
liquidator, or receiver for its or for a substantial part of its property or
business; or

         (e) A trustee, liquidator or receiver shall be appointed for the
Company or for a substantial part of its property or business without the
Company's consent and such appointment is not discharged within sixty (60) days
after such appointment; or

         (f) Any governmental agency or any court of competent jurisdiction at
the instance of any governmental agency shall assume custody or control of the
whole or any substantial portion of the properties or assets of the Company and
shall not be dismissed within sixty (60) days thereafter; or

         (g) After the date of this Agreement, any money judgment, writ or Note
of attachment, or similar process in excess of $100,000 in the aggregate shall
be entered or filed against the Company or any of its properties or assets and
shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen
(15) days or in any event later than five (5) days prior to the date of any
proposed sale thereunder; or

         (h) Bankruptcy, reorganization, insolvency or liquidation proceedings
or other proceedings for relief under any bankruptcy law or any law for the
relief of debtors shall be instituted by or against the Company and, if
instituted against the Company, shall not be dismissed within sixty days after
such institution or the Company shall by any action or answer approve of,
consent to, or acquiesce in any such proceedings or admit the material
allegations of, or default in answering a petition filed in, any such
proceeding; or

         (i) (Intentionally left blank.)

                                       7

<PAGE>

         (j) After the date of this Agreement and to the extent that the Company
has not received notice prior to the date of this Agreement, the Company shall
have received a notice of default on the payment of any debt(s) aggregating in
excess of $100,000 beyond any applicable grace period;

then, or at any time thereafter, and in any and every such case, unless such
Event of Default shall have been waived in writing by the Holder (which waiver
in one instance shall not be deemed to be a waiver in another instance or for
any other prior or subsequent Event of Default) at the option of the Holder and
in the Holder's sole discretion, the Holder may immediately accelerate the
maturity hereof, whereupon all principal and interest hereunder shall be
immediately due and payable, without presentment, demand, protest or notice of
any kind, all of which are hereby expressly waived by the Company, anything
herein or in any Note or other instrument contained to the contrary
notwithstanding, and the Holder may immediately, and upon the expiration of any
period of grace, enforce any and all of the Holder's rights and remedies
provided herein or any other rights or remedies afforded by law or equity.

         14. Note a General Unsecured Obligation of the Company. This Note
represents a general unsecured obligation of the Company. No recourse shall be
had for the payment of the principal of, or the interest on, this Note, or for
any claim based thereon, or otherwise in respect hereof, against any
incorporator, shareholder, officer, director, or agent of the Company or any
successor corporation, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

         15. Enforceability. In case any provision of this Note is held by a
court of competent jurisdiction to be excessive in scope or otherwise invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
so that it is enforceable to the maximum extent possible, and the validity and
enforceability of the remaining provisions of this Note will not in any way be
affected or impaired thereby.

         16. Entire Agreement. This Note and constitutes the full and entire
understanding between the Company and the Holder with respect to the subject
matter hereof and thereof. Neither this Note nor any term hereof may be amended,
waived, discharged or terminated other than by a written instrument signed by
the Company and the Holder.

         17. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of Delaware without giving effect to
applicable principles of conflict of law.

         (Signature page to follow.)


                                       8

<PAGE>


         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized, all as of the date first
hereinabove written.


                                 DATAWORLD SOLUTIONS, INC.



                                 By:
                                      ------------------------------------------
                                      (authorized signatory)







                                       9

<PAGE>



                                   SCHEDULE A

    Date of Advance                                 Amount of Advance














                                       10