Exhibit 10.2



THE  SECURITIES  REPRESENTED  BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT").  THE SECURITIES MAY NOT BE
SOLD,  TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF AN EFFECTIVE REGISTRATION
STATEMENT  FOR  THE SECURITIES UNDER SAID ACT, OR AN OPINION OF COUNSEL IN FORM,
SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR UNLESS SOLD PURSUANT TO RULE
144  OR  REGULATION  S  UNDER  SAID  ACT.


                                CONVERTIBLE NOTE

Altamonte Springs, Florida
May 18, 2006                                                            $145,000

     FOR  VALUE  RECEIVED,  THE  WORLD GOLF LEAGUE, INC., a Delaware corporation
(hereinafter  called the "BORROWER"), hereby promises to pay to the order of DLC
Capital Group, LLC. or registered assigns (the "HOLDER") the sum of $145,000, on
May  18, 2009 (the "MATURITY DATE"), and to pay interest on the unpaid principal
balance  hereof at the rate of ten percent (10%) (the "INTEREST RATE") per annum
from  May  18,  2006  (the "ISSUE DATE") until the same becomes due and payable,
whether  at  maturity  or  upon  acceleration or by prepayment or otherwise. Any
amount  of  principal  or interest on this Note which is not paid when due shall
bear  interest  at the rate of fifteen percent (15%) per annum from the due date
thereof  until  the  same  is paid ("DEFAULT INTEREST"). Interest shall commence
accruing  on the Issue Date, shall be computed on the basis of the actual number
of  days  elapsed  and shall be payable on the 1st of each month in arrears. All
payments due hereunder (to the extent not converted into common stock, $.001 par
value  per share (the "COMMON STOCK") in accordance with the terms hereof) shall
be  made  in lawful money of the United States of America. All payments shall be
made  at  such  address  as  the  Holder shall hereafter give to the Borrower by
written notice made in accordance with the provisions of this Note. Whenever any
amount  expressed to be due by the terms of this Note is due on any day which is
not  a  business  day,  the same shall instead be due on the next succeeding day
which  is  a business day and, in the case of any interest payment date which is
not  the  date on which this Note is paid in full, the extension of the due date
thereof  shall  not be taken into account for purposes of determining the amount
of  interest  due  on  such  date. As used in this Note, the term "business day"
shall  mean  any  day other than a Saturday, Sunday or a day on which commercial
banks  in  the  city  of New York, New York are authorized or required by law or
executive  order  to  remain  closed. Each capitalized term used herein, and not

<PAGE>

otherwise  defined,  shall  have  the  meaning  ascribed thereto in that certain
Securities  Purchase  Agreement, dated May 18, 2006, pursuant to which this Note
was  originally  issued (the "PURCHASE AGREEMENT"). This Note may not be prepaid
without  the  written  consent  of  the  Holder.

     This  Note  is  free  from  all  taxes, liens, claims and encumbrances with
respect  to  the  issue thereof and shall not be subject to preemptive rights or
other  similar  rights  of  shareholders  of  the  Borrower  and will not impose
personal  liability  upon  the  holder  thereof.

     The  following  terms  shall  apply  to  this  Note:



                          ARTICLE I. CONVERSION RIGHTS

          1.1  CONVERSION  RIGHT.  The  Holder shall have the right from time to
               -----------------
     time,  and  at  any time on or prior to the Maturity Date to convert all or
     any  part  of the outstanding and unpaid principal amount of this Note into
     fully  paid and non-assessable shares of Common Stock, as such Common Stock
     exists  on  the  Issue  Date,  or  any  shares  of  capital  stock or other
     securities  of the Borrower into which such Common Stock shall hereafter be
     changed  or  reclassified  at the conversion price (the "CONVERSION PRICE")
     determined  as provided herein (a "CONVERSION"); provided, however, that in
                                                      --------  -------
     no  event  shall the Holder be entitled to convert any portion of this Note
     in  excess of that portion of this Note upon conversion of which the sum of
     (1)  the  number of shares of Common Stock beneficially owned by the Holder
     and  its  affiliates (other than shares of Common Stock which may be deemed
     beneficially  owned through the ownership of the unconverted portion of the
     Notes  or  the  unexercised or unconverted portion of any other security of
     the  Borrower  (including,  without  limitation, the warrants issued by the
     Borrower  pursuant  to  the  Purchase Agreement) subject to a limitation on
     conversion  or  exercise analogous to the limitations contained herein) and
     (2)  the  number  of shares of Common Stock issuable upon the conversion of
     the  portion  of  this Note with respect to which the determination of this
     proviso  is  being made, would result in beneficial ownership by the Holder
     and  its  affiliates of more than 4.99% of the outstanding shares of Common
     Stock.  For  purposes of the proviso to the immediately preceding sentence,
     beneficial  ownership  shall be determined in accordance with Section 13(d)
     of  the  Securities Exchange Act of 1934, as amended, and Regulations 13D-G
     thereunder, except as otherwise provided in clause (1) of such proviso. The
     number  of shares of Common Stock to be issued upon each conversion of this
     Note  shall  be  determined  by  dividing the Conversion Amount (as defined
     below)  by  the  applicable  Conversion  Price  then  in effect on the date
     specified  in  the  notice  of  conversion,  in the form attached hereto as
     Exhibit  A  (the  "NOTICE OF CONVERSION"), delivered to the Borrower by the
     Holder  in  accordance  with Section 1.4 below; provided that the Notice of
     Conversion  is  submitted  by facsimile (or by other means resulting in, or
     reasonably expected to result in, notice) to the Borrower before 7:00 p.m.,
     New  York,  New  York time on such conversion date (the "CONVERSION DATE").
     The  term "CONVERSION AMOUNT" means, with respect to any conversion of this
     Note,  the  sum of (1) the principal amount of this Note to be converted in
     such  conversion  plus  (2)  accrued  and  unpaid interest, if any, on such
                       ----
     principal  amount  at  the  interest  rates  provided  in  this Note to the
     Conversion  Date plus (3) Default Interest, if any, on the amounts referred
                      ----
     to  in  the  immediately  preceding  clauses (1) and/or (2) plus (4) at the
                                                                 ----
     Holder's  option,  any  amounts owed to the Holder pursuant to Sections 1.3
     and  1.4(g) hereof or pursuant to Section 2(c) of that certain Registration
     Rights Agreement, dated as of May 18, 2006, executed in connection with the
     initial  issuance of this Note and the other Notes issued on the Issue Date
     (the  "REGISTRATION  RIGHTS  AGREEMENT").

<PAGE>

          1.2  CONVERSION  PRICE.
               -----------------

               (A)  CALCULATION  OF CONVERSION PRICE. The Conversion Price shall
                    --------------------------------
          be  the  lesser  of (i) the Fixed Conversion Price (as defined herein)
          (subject,  in  each  case,  to equitable adjustments for stock splits,
          stock  dividends  or  rights offerings by the Borrower relating to the
          Borrower's  securities  or  the  securities  of  any subsidiary of the
          Borrower,  combinations,  recapitalization,  reclassifications,
          extraordinary  distributions and similar events), (ii) seventy percent
          (70%)  of  the  average of the five (5) lowest VWAPs of the Borrower's
          Common Stock during the 20 most recent completed Trading Days prior to
          conversion,  (iii) seventy percent (70%) of the VWAP of the Borrower's
          Common  Stock  for  the  most  recent  completed  Trading Day prior to
          conversion,  and (iv) seventy percent (70%) of the most recent closing
          bid  price  of  the  Borrower's  Common  Stock  prior  to conversion..
          Notwithstanding  the foregoing, in the event that the Conversion Price
          is  less than $0.001 (the "MINIMUM CONVERSION PRICE"), then the Holder
          shall not be entitled to convert any portion of this Note. The Minimum
          Conversion  Price  may  be  waived by the Borrower at any time, in the
          Borrower's  sole  discretion.

          "VWAP"  means,  for  any  security  as  of  any  date,  the  volume
          weighted  average  price  on  the Over-the-Counter Bulletin Board (the
          "OTCBB")  as  reported  by  a  reliable  reporting  service  mutually
          acceptable  to and hereafter designated by Holder and the Borrower or,
          if  the  OTCBB  is not the principal trading market for such security,
          the  intraday  trading  price  of  such  security  on  the  principal
          securities exchange or trading market where such security is listed or
          traded  or, if no intraday trading price of such security is available
          in  any  of the foregoing manners, the average of the intraday trading
          prices  of  any market makers for such security that are listed in the
          "pink  sheets"  by  the  National  Quotation  Bureau, Inc. If the VWAP
          cannot  be  calculated  for  such  security on such date in the manner
          provided  above,  the  Trading Price shall be the fair market value as
          mutually  determined  by  the  Borrower  and  the Holder for which the
          calculation  of  the  VWAP  is  required  in  order  to  determine the
          Conversion  Price  of  such Notes. "TRADING DAY" shall mean any day on
          which  the  Common  Stock is traded for any period on the OTCBB, or on
          the  principal securities exchange or other securities market on which
          the  Common  Stock  is then being traded. The "FIXED CONVERSION PRICE"
          shall  mean  $0.15.

               (B)  CONVERSION PRICE DURING MAJOR ANNOUNCEMENTS. Notwithstanding
                    -------------------------------------------
          anything contained in Section 1.2(a) to the contrary, in the event the
          Borrower  (i)  makes  a  public  announcement  that  it  intends  to
          consolidate  or  merge with any other corporation (other than a merger
          in  which  the Borrower is the surviving or continuing corporation and
          its  capital  stock  is  unchanged)  or  sell  or  transfer  all  or
          substantially  all  of  the assets of the Borrower or (ii) any person,
          group  or  entity (including the Borrower) publicly announces a tender
          offer  to  purchase 50% or more of the Borrower's Common Stock (or any
          other  takeover  scheme)  (the date of the announcement referred to in
          clause  (i)  or  (ii)  is hereinafter referred to as the "ANNOUNCEMENT
          DATE"),  then  the  Conversion  Price  shall,  effective  upon  the
          Announcement Date and continuing through the Adjusted Conversion Price
          Termination  Date (as defined below), be equal to the lower of (x) the

<PAGE>

          Conversion  Price  which  would  have been applicable for a Conversion
          occurring  on  the Announcement Date and (y) the Conversion Price that
          would  otherwise  be in effect. From and after the Adjusted Conversion
          Price  Termination  Date,  the Conversion Price shall be determined as
          set  forth  in  this  Section  1.2(a).  For purposes hereof, "ADJUSTED
          CONVERSION  PRICE  TERMINATION  DATE"  shall mean, with respect to any
          proposed  transaction or tender offer (or takeover scheme) for which a
          public  announcement  as  contemplated by this Section 1.2(b) has been
          made,  the  date  upon  which  the Borrower (in the case of clause (i)
          above)  or  the  person,  group  or entity (in the case of clause (ii)
          above)  consummates  or  publicly  announces  the  termination  or
          abandonment  of  the proposed transaction or tender offer (or takeover
          scheme)  which  caused  this  Section  1.2(b)  to  become  operative.

          1.3 AUTHORIZED SHARES. Subject to the Stockholder Approval (as defined
              -----------------
     in  the  Agreement),  the  Borrower  covenants  that  during the period the
     conversion  right exists, the Borrower will reserve from its authorized and
     unissued  Common  Stock a sufficient number of shares, free from preemptive
     rights,  to  provide  for  the  issuance  of  Common  Stock  upon  the full
     conversion of this Note and the other Notes issued pursuant to the Purchase
     Agreement.  The  Borrower  is  required at all times to have authorized and
     reserved  a  minimum  of  two  times  the number of shares that is actually
     issuable  upon  full conversion of the Notes (based on the Conversion Price
     of  the  Notes or the Exercise Price of the Warrants in effect from time to
     time)  (the "RESERVED AMOUNT"). The Reserved Amount shall be increased from
     time  to  time  in  accordance  with the Borrower's obligations pursuant to
     Section  4(h)  of the Purchase Agreement. The Borrower represents that upon
     issuance,  such  shares  will  be  duly  and validly issued, fully paid and
     non-assessable.  In addition, if the Borrower shall issue any securities or
     make  any  change to its capital structure which would change the number of
     shares  of  Common  Stock  into which the Notes shall be convertible at the
     then  current  Conversion  Price,  the Borrower shall at the same time make
     proper  provision  so that thereafter there shall be a sufficient number of
     shares  of  Common  Stock  authorized  and  reserved,  free from preemptive
     rights,  for  conversion  of  the  outstanding  Notes.  The  Borrower  (i)
     acknowledges that it has irrevocably instructed its transfer agent to issue
     certificates  for  the  Common Stock issuable upon conversion of this Note,
     and  (ii)  agrees  that  its  issuance  of  this Note shall constitute full
     authority  to  its  officers  and  agents  who are charged with the duty of
     executing  stock  certificates  to  execute  and  issue  the  necessary
     certificates  for  shares  of Common Stock in accordance with the terms and
     conditions  of  this  Note.

          If,  at any time a Holder of this Note submits a Notice of Conversion,
     and the Borrower does not have sufficient authorized but unissued shares of
     Common  Stock  available  to  effect such conversion in accordance with the
     provisions  of  this Article I (a "CONVERSION DEFAULT"), subject to Section
     4.8,  the  Borrower  shall  issue to the Holder all of the shares of Common
     Stock  which  are  then available to effect such conversion. The portion of
     this  Note  which  the  Holder  included in its Conversion Notice and which
     exceeds  the  amount  which  is  then  convertible into available shares of
     Common  Stock  (the "EXCESS AMOUNT") shall, notwithstanding anything to the
     contrary  contained  herein,  not  be  convertible  into  Common  Stock  in
     accordance  with  the terms hereof until (and at the Holder's option at any
     time  after)  the  date additional shares of Common Stock are authorized by
     the  Borrower to permit such conversion, at which time the Conversion Price
     in  respect  thereof shall be the lesser of (i) the Conversion Price on the
     Conversion Default Date (as defined below) and (ii) the Conversion Price on
     the Conversion Date thereafter elected by the Holder in respect thereof. In
     addition,  the  Borrower  shall  pay  to  the  Holder payments ("CONVERSION
     DEFAULT PAYMENTS") for a Conversion Default in the amount of (x) the sum of
     (1)  the  then  outstanding  principal  amount ------ of this Note plus (2)
     accrued  and  unpaid  interest  on  the  unpaid

<PAGE>

     principal  amount  of  this  Note  through  the  Authorization  Date  (as
     defined  below)  plus (3) Default Interest, if any, on the amounts referred
                      ----
     to  in  clauses  (1)  and/or  (2), multiplied by (y) .24, multiplied by (z)
                                        -------------          -------------
     (N/365),  where  N  =  the number of days from the day the holder submits a
     Notice  of  Conversion giving rise to a Conversion Default (the "CONVERSION
     DEFAULT  DATE")  to  the  date (the "AUTHORIZATION DATE") that the Borrower
     authorizes  a  sufficient  number  of  shares  of  Common  Stock  to effect
     conversion  of  the  full  outstanding  principal balance of this Note. The
     Borrower  shall  use  its  best efforts to authorize a sufficient number of
     shares  of Common Stock as soon as practicable following the earlier of (i)
     such  time  that  the  Holder  notifies  the  Borrower or that the Borrower
     otherwise  becomes  aware  that  there  are  or likely will be insufficient
     authorized  and unissued shares to allow full conversion thereof and (ii) a
     Conversion  Default.  The  Borrower  shall send notice to the Holder of the
     authorization  of additional shares of Common Stock, the Authorization Date
     and the amount of Holder's accrued Conversion Default Payments. The accrued
     Conversion  Default  Payments for each calendar month shall be paid in cash
     or  shall  be  convertible  into  Common  Stock  (at such time as there are
     sufficient  authorized shares of Common Stock) at the applicable Conversion
     Price,  at  the  Borrower's  option,  as  follows:

               (A) In the event Holder elects to take such payment in cash, cash
          payment  shall  be  made to Holder by the fifth (5th) day of the month
          following  the  month  in  which  it  has  accrued;  and

               (B)  In  the  event  Holder elects to take such payment in Common
          Stock, the Holder may convert such payment amount into Common Stock at
          the  Conversion  Price (as in effect at the time of conversion) at any
          time  after the fifth day of the month following the month in which it
          has accrued in accordance with the terms of this Article I (so long as
          there  is  then  a  sufficient  number  of authorized shares of Common
          Stock).

               The Holder's election shall be made in writing to the Borrower at
          any time prior to 6:00 p.m., New York, New York time, on the third day
          of  the month following the month in which Conversion Default payments
          have  accrued.  If  no election is made, the Holder shall be deemed to
          have  elected to receive cash. Nothing herein shall limit the Holder's
          right  to  pursue  actual  damages  (to  the  extent  in excess of the
          Conversion  Default Payments) for the Borrower's failure to maintain a
          sufficient  number  of  authorized  shares  of  Common Stock, and each
          holder shall have the right to pursue all remedies available at law or
          in  equity (including degree of specific performance and/or injunctive
          relief).

          1.4  METHOD  OF  CONVERSION.
               ----------------------

               (A)  MECHANICS  OF  CONVERSION. Subject to Section 1.1, this Note
                    -------------------------
          may  be  converted  by the Holder in whole or in part at any time from
          time to time after the Issue Date, by (A) submitting to the Borrower a
          Notice  of  Conversion  (by  facsimile  or  other  reasonable means of
          communication  dispatched  on  the Conversion Date prior to 6:00 p.m.,
          New  York,  New  York  time)  and  (B)  subject  to  Section  1.4(b),
          surrendering  this  Note  at  the  principal  office  of the Borrower.

               (B)  SURRENDER  OF NOTE UPON CONVERSION. Notwithstanding anything
                    ----------------------------------
          to  the  contrary  set  forth  herein, upon conversion of this Note in
          accordance  with the terms hereof, the Holder shall not be required to

<PAGE>

          physically  surrender  this  Note  to  the  Borrower unless the entire
          unpaid  principal  amount of this Note is so converted. The Holder and
          the  Borrower  shall  maintain records showing the principal amount so
          converted  and  the  dates of such conversions or shall use such other
          method,  reasonably satisfactory to the Holder and the Borrower, so as
          not  to  require  physical  surrender  of  this  Note  upon  each such
          conversion.  In  the event of any dispute or discrepancy, such records
          of  the Borrower shall be controlling and determinative in the absence
          of  manifest  error.  Notwithstanding the foregoing, if any portion of
          this  Note is converted as aforesaid, the Holder may not transfer this
          Note  unless  the  Holder first physically surrenders this Note to the
          Borrower, whereupon the Borrower will forthwith issue and deliver upon
          the  order  of  the Holder a new Note of like tenor, registered as the
          Holder  (upon  payment by the Holder of any applicable transfer taxes)
          may  request,  representing  in  the  aggregate  the  remaining unpaid
          principal  amount  of  this  Note.  The  Holder  and  any assignee, by
          acceptance  of this Note, acknowledge and agree that, by reason of the
          provisions  of  this  paragraph,  following conversion of a portion of
          this  Note,  the  unpaid and unconverted principal amount of this Note
          represented  by  this  Note  may be less than the amount stated on the
          face  hereof.

               (C)  PAYMENT  OF TAXES. The Borrower shall not be required to pay
                    -----------------
          any  tax  which  may be payable in respect of any transfer involved in
          the  issue  and delivery of shares of Common Stock or other securities
          or  property  on  conversion of this Note in a name other than that of
          the Holder (or in street name), and the Borrower shall not be required
          to  issue  or  deliver any such shares or other securities or property
          unless  and  until the person or persons (other than the Holder or the
          custodian  in  whose  street  name  such shares are to be held for the
          Holder's  account)  requesting the issuance thereof shall have paid to
          the  Borrower  the amount of any such tax or shall have established to
          the  satisfaction  of  the  Borrower  that  such  tax  has  been paid.

               (D) DELIVERY OF COMMON STOCK UPON CONVERSION. Upon receipt by the
                   ----------------------------------------
          Borrower  from  the  Holder  of  a  facsimile  transmission  (or other
          reasonable  means  of communication) of a Notice of Conversion meeting
          the  requirements  for conversion as provided in this Section 1.4, the
          Borrower  shall  issue and deliver or cause to be issued and delivered
          to  or  upon the order of the Holder certificates for the Common Stock
          issuable  upon such conversion within two (2) business days after such
          receipt  (and,  solely  in the case of conversion of the entire unpaid
          principal amount hereof, surrender of this Note) (such second business
          day  being  hereinafter  referred  to as the "DEADLINE") in accordance
          with  the  terms hereof and the Purchase Agreement (including, without
          limitation, in accordance with the requirements of Section 2(g) of the
          Purchase Agreement that certificates for shares of Common Stock issued
          on  or  after  the  effective  date of the Registration Statement upon
          conversion  of  this  Note  shall  not  bear  any restrictive legend).

               (E)  OBLIGATION OF BORROWER TO DELIVER COMMON STOCK. Upon receipt
                    ----------------------------------------------
          by  the Borrower of a Notice of Conversion, the Holder shall be deemed
          to  be  the  holder  of  record of the Common Stock issuable upon such
          conversion, the outstanding principal amount and the amount of accrued
          and  unpaid  interest  on  this  Note shall be reduced to reflect such
          conversion, and, unless the Borrower defaults on its obligations under
          this  Article  I,  all rights with respect to the portion of this Note
          being  so  converted  shall  forthwith  terminate  except the right to
          receive the Common Stock or other securities, cash or other assets, as
          herein  provided, on such conversion. If the Holder shall have given a
          Notice  of Conversion as provided herein, the Borrower's obligation to

<PAGE>

          issue  and deliver the certificates for Common Stock shall be absolute
          and  unconditional,  irrespective  of the absence of any action by the
          Holder  to enforce the same, any waiver or consent with respect to any
          provision  thereof, the recovery of any judgment against any person or
          any  action  to  enforce  the  same,  any  failure  or  delay  in  the
          enforcement  of  any other obligation of the Borrower to the holder of
          record,  or  any  setoff,  counterclaim,  recoupment,  limitation  or
          termination,  or  any  breach  or  alleged breach by the Holder of any
          obligation to the Borrower, and irrespective of any other circumstance
          which  might  otherwise  limit  such obligation of the Borrower to the
          Holder  in  connection  with  such  conversion.  The  Conversion  Date
          specified  in the Notice of Conversion shall be the Conversion Date so
          long  as  the  Notice of Conversion is received by the Borrower before
          6:00  p.m.,  New  York,  New  York  time,  on  such  date.

               (F)  DELIVERY  OF COMMON STOCK BY ELECTRONIC TRANSFER. In lieu of
                    ------------------------------------------------
          delivering  physical  certificates  representing  the  Common  Stock
          issuable  upon  conversion,  provided the Borrower's transfer agent is
          participating  in  the Depository Trust Company ("DTC") Fast Automated
          Securities  Transfer  ("FAST") program, upon request of the Holder and
          its  compliance  with  the  provisions contained in Section 1.1 and in
          this Section 1.4, the Borrower shall use its best efforts to cause its
          transfer  agent  to  electronically transmit the Common Stock issuable
          upon  conversion  to  the  Holder by crediting the account of Holder's
          Prime  Broker with DTC through its Deposit Withdrawal Agent Commission
          ("DWAC")  system.

               (G) FAILURE TO DELIVER COMMON STOCK PRIOR TO DEADLINE. Without in
                   -------------------------------------------------
          any  way  limiting  the  Holder's  right  to  pursue  other  remedies,
          including  actual  damages  and/or equitable relief, the parties agree
          that  if delivery of the Common Stock issuable upon conversion of this
          Note  is  more  than  two  (2)  days  after the Deadline (other than a
          failure due to the circumstances described in Section 1.3 above, which
          failure  shall  be governed by such Section) the Borrower shall pay to
          the  Holder  $2,000  per day in cash, for each day beyond the Deadline
          that the Borrower fails to deliver such Common Stock. Such cash amount
          shall  be  paid  to Holder by the fifth day of the month following the
          month  in  which  it  has  accrued or, at the option of the Holder (by
          written notice to the Borrower by the first day of the month following
          the  month  in  which it has accrued), shall be added to the principal
          amount  of  this Note, in which event interest shall accrue thereon in
          accordance  with  the terms of this Note and such additional principal
          amount  shall  be convertible into Common Stock in accordance with the
          terms  of  this  Note.

          1.5  CONCERNING  THE  SHARES. The shares of Common Stock issuable upon
               -----------------------
     conversion  of  this  Note  may  not be sold or transferred unless (i) such
     shares  are  sold pursuant to an effective registration statement under the
     Act  or  (ii)  the Borrower or its transfer agent shall have been furnished
     with  an  opinion of counsel (which opinion shall be in form, substance and
     scope  customary for opinions of counsel in comparable transactions) to the
     effect that the shares to be sold or transferred may be sold or transferred
     pursuant  to  an  exemption from such registration or (iii) such shares are
     sold  or  transferred  pursuant  to  Rule 144 under the Act (or a successor
     rule)  ("RULE  144")  or (iv) such shares are transferred to an "affiliate"
     (as  defined  in  Rule 144) of the Borrower who agrees to sell or otherwise
     transfer  the shares only in accordance with this Section 1.5 and who is an
     Accredited  Investor  (as  defined  in  the  Purchase Agreement). Except as
     otherwise  provided  in  the Purchase Agreement (and subject to the removal
     provisions  set forth below), until such time as the shares of Common Stock

<PAGE>

     issuable upon conversion of this Note have been registered under the Act as
     contemplated  by the Registration Rights Agreement or otherwise may be sold
     pursuant to Rule 144 without any restriction as to the number of securities
     as of a particular date that can then be immediately sold, each certificate
     for  shares  of Common Stock issuable upon conversion of this Note that has
     not been so included in an effective registration statement or that has not
     been  sold  pursuant to an effective registration statement or an exemption
     that  permits  removal  of the legend, shall bear a legend substantially in
     the  following  form,  as  appropriate:

          "THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED.  THE
          SECURITIES  MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF
          AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT,
          OR  AN  OPINION  OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR
          OPINIONS  OF  COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS
          NOT  REQUIRED  UNDER  SAID  ACT  UNLESS  SOLD  PURSUANT TO RULE 144 OR
          REGULATION  S  UNDER  SAID  ACT."

          The  legend  set  forth  above shall be removed and the Borrower shall
     issue  to the Holder a new certificate therefor free of any transfer legend
     if (i) the Borrower or its transfer agent shall have received an opinion of
     counsel,  in form, substance and scope customary for opinions of counsel in
     comparable  transactions,  to  the effect that a public sale or transfer of
     such  Common  Stock  may be made without registration under the Act and the
     shares  are  so sold or transferred, (ii) such Holder provides the Borrower
     or  its  transfer  agent  with  reasonable assurances that the Common Stock
     issuable  upon  conversion  of this Note (to the extent such securities are
     deemed to have been acquired on the same date) can be sold pursuant to Rule
     144  or  (iii)  in the case of the Common Stock issuable upon conversion of
     this  Note,  such  security  is  registered for sale by the Holder under an
     effective  registration  statement  filed under the Act or otherwise may be
     sold  pursuant  to  Rule  144  without  any restriction as to the number of
     securities  as  of  a  particular  date  that can then be immediately sold.
     Nothing  in  this  Note shall (i) limit the Borrower's obligation under the
     Registration  Rights  Agreement  or  (ii)  affect  in  any way the Holder's
     obligations to comply with applicable prospectus delivery requirements upon
     the  resale  of  the  securities  referred  to  herein.

          1.6  EFFECT  OF  CERTAIN  EVENTS.
               ---------------------------

               (A)  EFFECT  OF  MERGER, CONSOLIDATION, ETC. At the option of the
                    --------------------------------------
          Holder,  the  sale,  conveyance or disposition of all or substantially
          all of the assets of the Borrower, the effectuation by the Borrower of
          a transaction or series of related transactions in which more than 50%
          of  the  voting  power  of  the  Borrower  is  disposed  of,  or  the
          consolidation,  merger  or  other business combination of the Borrower
          with  or  into any other Person (as defined below) or Persons when the
          Borrower  is  not  the  survivor  shall either: (i) be deemed to be an
          Event  of  Default  (as  defined in Article III) pursuant to which the
          Borrower  shall be required to pay to the Holder upon the consummation
          of  and  as  a  condition  to  such transaction an amount equal to the
          Default Amount (as defined in Article III) or (ii) be treated pursuant
          to  Section  1.6(b)  hereof.  "PERSON"  shall  mean  any  individual,
          corporation,  limited  liability  company,  partnership,  association,
          trust  or  other  entity  or  organization.

<PAGE>

               (B) ADJUSTMENT DUE TO MERGER, CONSOLIDATION, ETC. If, at any time
                   --------------------------------------------
          when  this  Note  is issued and outstanding and prior to conversion of
          all  of  the Notes, there shall be any merger, consolidation, exchange
          of  shares,  recapitalization, reorganization, or other similar event,
          as  a  result of which shares of Common Stock of the Borrower shall be
          changed into the same or a different number of shares of another class
          or  classes  of stock or securities of the Borrower or another entity,
          or  in  case  of any sale or conveyance of all or substantially all of
          the  assets  of  the  Borrower other than in connection with a plan of
          complete  liquidation  of  the  Borrower, then the Holder of this Note
          shall  thereafter  have  the  right to receive upon conversion of this
          Note,  upon  the  basis  and  upon  the terms and conditions specified
          herein  and  in  lieu  of  the  shares  of  Common  Stock  immediately
          theretofore issuable upon conversion, such stock, securities or assets
          which  the  Holder  would  have  been  entitled  to  receive  in  such
          transaction  had this Note been converted in full immediately prior to
          such  transaction (without regard to any limitations on conversion set
          forth  herein),  and  in any such case appropriate provisions shall be
          made  with  respect  to the rights and interests of the Holder of this
          Note  to  the  end  that  the  provisions  hereof  (including, without
          limitation,  provisions  for adjustment of the Conversion Price and of
          the  number  of  shares  issuable  upon  conversion of the Note) shall
          thereafter  be applicable, as nearly as may be practicable in relation
          to any securities or assets thereafter deliverable upon the conversion
          hereof.  The  Borrower  shall  not effect any transaction described in
          this  Section  1.6(b)  unless  (a)  it  first  gives,  to  the  extent
          practicable,  thirty  (30) days prior written notice (but in any event
          at least fifteen (15) days prior written notice) of the record date of
          the special meeting of shareholders to approve, or if there is no such
          record date, the consummation of, such merger, consolidation, exchange
          of  shares, recapitalization, reorganization or other similar event or
          sale  of  assets  (during  which  time the Holder shall be entitled to
          convert this Note) and (b) the resulting successor or acquiring entity
          (if not the Borrower) assumes by written instrument the obligations of
          this  Section  1.6(b).  The  above provisions shall similarly apply to
          successive  consolidations,  mergers,  sales,  transfers  or  share
          exchanges.

               (C) ADJUSTMENT DUE TO DISTRIBUTION. If the Borrower shall declare
                   ------------------------------
          or  make  any  distribution  of  its  assets (or rights to acquire its
          assets) to holders of Common Stock as a dividend, stock repurchase, by
          way  of  return  of  capital  or  otherwise (including any dividend or
          distribution  to  the  Borrower's  shareholders  in cash or shares (or
          rights  to  acquire  shares) of capital stock of a subsidiary (i.e., a
          spin-off))  (a  "DISTRIBUTION"), then the Holder of this Note shall be
          entitled,  upon  any  conversion of this Note after the date of record
          for determining shareholders entitled to such Distribution, to receive
          the  amount of such assets which would have been payable to the Holder
          with  respect  to  the  shares  of  Common  Stock  issuable  upon such
          conversion  had  such  Holder been the holder of such shares of Common
          Stock  on  the  record  date  for  the  determination  of shareholders
          entitled  to  such  Distribution.

               (D) ADJUSTMENT DUE TO DILUTIVE ISSUANCE. If, at any time when any
                   -----------------------------------
          Notes  are issued and outstanding, the Borrower issues or sells, or in
          accordance with this Section 1.6(d) hereof is deemed to have issued or
          sold,  any  shares  of  Common  Stock  for  no  consideration or for a
          consideration  per  share  (before deduction of reasonable expenses or
          commissions  or  underwriting  discounts  or  allowances in connection
          therewith)  less than the Fixed Conversion Price in effect on the date
          of  such  issuance (or deemed issuance) of such shares of Common Stock
          (a  "DILUTIVE ISSUANCE"), then immediately upon the Dilutive Issuance,

<PAGE>

          the  Fixed  Conversion  Price  will  be  reduced  to the amount of the
          consideration  per  share  received  by  the Borrower in such Dilutive
          Issuance;  provided  that  only  one  adjustment will be made for each
          Dilutive  Issuance.

               The  Borrower  shall  be  deemed to have issued or sold shares of
          Common  Stock  if  the  Borrower  in  any  manner issues or grants any
          warrants,  rights  or  options  (not  including  employee stock option
          plans), whether or not immediately exercisable, to subscribe for or to
          purchase  Common  Stock  or  other  securities  convertible  into  or
          exchangeable  for  Common  Stock  ("CONVERTIBLE  SECURITIES")  (such
          warrants,  rights  and options to purchase Common Stock or Convertible
          Securities are hereinafter referred to as "OPTIONS") and the price per
          share  for  which  Common  Stock is issuable upon the exercise of such
          Options  is  less than the Fixed Conversion Price then in effect, then
          the Fixed Conversion Price shall be equal to such price per share. For
          purposes  of  the  preceding  sentence, the "price per share for which
          Common  Stock  is  issuable  upon  the  exercise  of  such Options" is
          determined  by  dividing  (i)  the  total  amount, if any, received or
          receivable  by  the  Borrower  as  consideration  for  the issuance or
          granting  of  all  such  Options, plus the minimum aggregate amount of
          additional  consideration,  if  any,  payable to the Borrower upon the
          exercise  of  all  such  Options,  plus,  in  the  case of Convertible
          Securities  issuable  upon  the  exercise of such Options, the minimum
          aggregate  amount  of  additional  consideration  payable  upon  the
          conversion or exchange thereof at the time such Convertible Securities
          first  become  convertible  or exchangeable, by (ii) the maximum total
          number  of  shares  of  Common Stock issuable upon the exercise of all
          such  Options  (assuming full conversion of Convertible Securities, if
          applicable).  No  further  adjustment  to the Conversion Price will be
          made  upon  the actual issuance of such Common Stock upon the exercise
          of  such  Options  or  upon  the conversion or exchange of Convertible
          Securities  issuable  upon  exercise  of  such  Options.

               Additionally, the Borrower shall be deemed to have issued or sold
          shares  of  Common Stock if the Borrower in any manner issues or sells
          any  Convertible  Securities,  whether  or not immediately convertible
          (other than where the same are issuable upon the exercise of Options),
          and  the  price per share for which Common Stock is issuable upon such
          conversion or exchange is less than the Fixed Conversion Price then in
          effect,  then  the Fixed Conversion Price shall be equal to such price
          per  share. For the purposes of the preceding sentence, the "price per
          share  for  which  Common  Stock  is  issuable upon such conversion or
          exchange"  is  determined  by  dividing  (i) the total amount, if any,
          received  or  receivable  by  the  Borrower  as  consideration for the
          issuance  or sale of all such Convertible Securities, plus the minimum
          aggregate  amount  of additional consideration, if any, payable to the
          Borrower  upon  the  conversion  or  exchange thereof at the time such
          Convertible  Securities  first  become convertible or exchangeable, by
          (ii)  the maximum total number of shares of Common Stock issuable upon
          the  conversion  or  exchange  of  all such Convertible Securities. No
          further adjustment to the Fixed Conversion Price will be made upon the
          actual  issuance  of  such Common Stock upon conversion or exchange of
          such  Convertible  Securities.

               (E)  PURCHASE  RIGHTS.  If, at any time when any Notes are issued
                    ----------------
          and  outstanding,  the  Borrower  issues any convertible securities or
          rights  to purchase stock, warrants, securities or other property (the
          "PURCHASE  RIGHTS")  pro  rata  to  the record holders of any class of
          Common  Stock,  then  the  Holder  of  this  Note  will be entitled to
          acquire,  upon  the  terms  applicable  to  such  Purchase Rights, the
          aggregate  Purchase  Rights  which  such Holder could have acquired if
          such  Holder  had held the number of shares of Common Stock acquirable
          upon  complete  conversion  of  this  Note  (without  regard  to  any

<PAGE>

          limitations  on  conversion  contained  herein) immediately before the
          date  on  which  a  record is taken for the grant, issuance or sale of
          such  Purchase  Rights  or, if no such record is taken, the date as of
          which  the record holders of Common Stock are to be determined for the
          grant,  issue  or  sale  of  such  Purchase  Rights.

               (F) NOTICE OF ADJUSTMENTS. Upon the occurrence of each adjustment
                   ---------------------
          or  readjustment  of  the  Conversion  Price as a result of the events
          described  in  this  Section  1.6, the Borrower, at its expense, shall
          promptly  compute  such  adjustment  or  readjustment  and prepare and
          furnish  to  the Holder of a certificate setting forth such adjustment
          or  readjustment  and  showing  in  detail  the  facts upon which such
          adjustment  or  readjustment  is  based.  The Borrower shall, upon the
          written  request  at  any time of the Holder, furnish to such Holder a
          like  certificate  setting  forth (i) such adjustment or readjustment,
          (ii)  the  Conversion Price at the time in effect and (iii) the number
          of  shares of Common Stock and the amount, if any, of other securities
          or property which at the time would be received upon conversion of the
          Note.

               1.7  TRADING  MARKET  LIMITATIONS.  Unless  permitted  by  the
                    ----------------------------
          applicable rules and regulations of the principal securities market on
          which the Common Stock is then listed or traded, in no event shall the
          Borrower  issue  upon conversion of or otherwise pursuant to this Note
          and  the  other  Notes  issued pursuant to the Purchase Agreement more
          than  the  maximum  number of shares of Common Stock that the Borrower
          can  issue  pursuant  to  any  rule  of  the  principal  United States
          securities  market  on  which  the  Common  Stock  is then traded (the
          "MAXIMUM  SHARE  AMOUNT"),  which  shall be 19.99% of the total shares
          outstanding  on  the  Closing  Date  (as  defined  in  the  Purchase
          Agreement),  subject  to  equitable  adjustment  from time to time for
          stock  splits,  stock dividends, combinations, capital reorganizations
          and  similar  events  relating to the Common Stock occurring after the
          date  hereof.  Once the Maximum Share Amount has been issued (the date
          of which is hereinafter referred to as the "MAXIMUM CONVERSION DATE"),
          if  the  Borrower fails to eliminate any prohibitions under applicable
          law  or  the  rules  or regulations of any stock exchange, interdealer
          quotation  system  or  other  self-regulatory  organization  with
          jurisdiction  over  the  Borrower  or  any  of  its  securities on the
          Borrower's  ability  to  issue shares of Common Stock in excess of the
          Maximum Share Amount (a "TRADING MARKET PREPAYMENT EVENT"), in lieu of
          any  further  right  to convert this Note, and in full satisfaction of
          the  Borrower's obligations under this Note, the Borrower shall pay to
          the  Holder,  within  fifteen  (15)  business  days  of  the  Maximum
          Conversion  Date  (the  "TRADING  MARKET  PREPAYMENT DATE"), an amount
          equal  to  130%  times  the  sum of (a) the then outstanding principal
                           -----       ---
          amount of this Note immediately following the Maximum Conversion Date,
          plus (b) accrued and unpaid interest on the unpaid principal amount of
          this  Note  to  the  Trading  Market Prepayment Date, plus (c) Default
                                                                ----
          Interest,  if any, on the amounts referred to in clause (a) and/or (b)
          above,  plus (d) any optional amounts that may be added thereto at the
                  ----
          Maximum  Conversion  Date  by  the Holder in accordance with the terms
          hereof (the then outstanding principal amount of this Note immediately
          following the Maximum Conversion Date, plus the amounts referred to in
          clauses  (b),  (c)  and (d) above shall collectively be referred to as
          the  "REMAINING  CONVERTIBLE  AMOUNT"). With respect to each Holder of
          Notes,  the Maximum Share Amount shall refer to such Holder's pro rata
                                                                        --- ----
          share  thereof determined in accordance with Section 4.8 below. In the
          event  that  the  sum  of (x) the aggregate number of shares of Common
          Stock  issued  upon conversion of this Note and the other Notes issued
          pursuant  to  the  Purchase Agreement plus (y) the aggregate number of
                                                ----
          shares  of  Common  Stock that remain issuable upon conversion of this
          Note  and  the  other Notes issued pursuant to the Purchase Agreement,
          represents  at  least  one hundred percent (100%) of the Maximum Share

<PAGE>

          Amount  (the  "TRIGGERING  EVENT"),  the  Borrower  will  use its best
          efforts  to seek and obtain Shareholder Approval (or obtain such other
          relief  as  will  allow conversions hereunder in excess of the Maximum
          Share  Amount)  as  soon as practicable following the Triggering Event
          and  before  the Maximum Conversion Date. As used herein, "SHAREHOLDER
          APPROVAL"  means  approval  by  the  shareholders  of  the Borrower to
          authorize  the  issuance  of the full number of shares of Common Stock
          which  would  be issuable upon full conversion of the then outstanding
          Notes  but  for  the  Maximum  Share  Amount.

          1.8  STATUS  AS SHAREHOLDER. Upon submission of a Notice of Conversion
               ----------------------
     by a Holder, (i) the shares covered thereby (other than the shares, if any,
     which  cannot  be  issued because their issuance would exceed such Holder's
     allocated  portion of the Reserved Amount or Maximum Share Amount) shall be
     deemed  converted  into shares of Common Stock and (ii) the Holder's rights
     as  a  Holder  of  such  converted  portion  of  this  Note shall cease and
     terminate, excepting only the right to receive certificates for such shares
     of  Common Stock and to any remedies provided herein or otherwise available
     at  law or in equity to such Holder because of a failure by the Borrower to
     comply  with  the  terms  of this Note. Notwithstanding the foregoing, if a
     Holder  has  not received certificates for all shares of Common Stock prior
     to  the tenth (10th) business day after the expiration of the Deadline with
     respect  to  a  conversion of any portion of this Note for any reason, then
     (unless  the  Holder  otherwise  elects to retain its status as a holder of
     Common  Stock  by  so  notifying  the Borrower) the Holder shall regain the
     rights  of  a Holder of this Note with respect to such unconverted portions
     of  this  Note  and the Borrower shall, as soon as practicable, return such
     unconverted  Note  to  the Holder or, if the Note has not been surrendered,
     adjust  its  records to reflect that such portion of this Note has not been
     converted.  In  all  cases,  the  Holder shall retain all of its rights and
     remedies  (including,  without  limitation,  (i)  the  right  to  receive
     Conversion  Default Payments pursuant to Section 1.3 to the extent required
     thereby  for  such Conversion Default and any subsequent Conversion Default
     and  (ii) the right to have the Conversion Price with respect to subsequent
     conversions  determined  in accordance with Section 1.3) for the Borrower's
     failure  to  convert  this  Note.



                          ARTICLE II. CERTAIN COVENANTS

          2.1 DISTRIBUTIONS ON CAPITAL STOCK. So long as the Borrower shall have
              ------------------------------
     any obligation under this Note, the Borrower shall not without the Holder's
     written  consent  (a)  pay,  declare  or  set  apart  for such payment, any
     dividend  or  other  distribution  (whether  in  cash,  property  or  other
     securities)  on  shares  of capital stock other than dividends on shares of
     Common Stock solely in the form of additional shares of Common Stock or (b)
     directly  or indirectly or through any subsidiary make any other payment or
     distribution  in  respect  of  its  capital  stock except for distributions
     pursuant  to  any shareholders' rights plan which is approved by a majority
     of  the  Borrower's  disinterested  directors.

          2.2  RESTRICTION  ON  STOCK REPURCHASES. So long as the Borrower shall
               ----------------------------------
     have  any  obligation  under  this Note, the Borrower shall not without the
     Holder's  written  consent redeem, repurchase or otherwise acquire (whether
     for  cash  or in exchange for property or other securities or otherwise) in
     any one transaction or series of related transactions any shares of capital
     stock  of  the  Borrower  or any warrants, rights or options to purchase or
     acquire  any  such  shares.

<PAGE>

          2.3  BORROWINGS.  So  long  as  the Borrower shall have any obligation
               ----------
     under  this  Note,  the  Borrower  shall  not, without the Holder's written
     consent,  create,  incur,  assume  or  suffer  to  exist  any liability for
     borrowed money, except (a) borrowings in existence or committed on the date
     hereof  and  of  which the Borrower has informed Holder in writing prior to
     the  date  hereof,  (b)  indebtedness  to  trade  creditors  or  financial
     institutions incurred in the ordinary course of business or (c) borrowings,
     the  proceeds  of  which  shall  be  used  to  repay  this  Note.

          2.4  SALE OF ASSETS. So long as the Borrower shall have any obligation
               --------------
     under  this  Note,  the  Borrower  shall  not, without the Holder's written
     consent, sell, lease or otherwise dispose of any significant portion of its
     assets  outside  the  ordinary  course  of  business.  Any  consent  to the
     disposition  of  any  assets  may  be conditioned on a specified use of the
     proceeds  of  disposition.

          2.5  ADVANCES  AND  LOANS.  So  long  as  the  Borrower shall have any
               --------------------
     obligation  under  this  Note, the Borrower shall not, without the Holder's
     written  consent,  lend  money, give credit or make advances to any person,
     firm,  joint  venture  or  corporation,  including,  without  limitation,
     officers,  directors,  employees,  subsidiaries  and  affiliates  of  the
     Borrower,  except  loans, credits or advances (a) in existence or committed
     on  the  date  hereof and which the Borrower has informed Holder in writing
     prior  to  the  date hereof, (b) made in the ordinary course of business or
     (c)  not  in  excess  of  $50,000.

          2.6  CONTINGENT  LIABILITIES.  So  long as the Borrower shall have any
               -----------------------
     obligation  under  this  Note, the Borrower shall not, without the Holder's
     written  consent,  which  shall  not  be  unreasonably  withheld,  assume,
     guarantee,  endorse,  contingently  agree  to  purchase or otherwise become
     liable  upon the obligation of any person, firm, partnership, joint venture
     or  corporation,  except  by  the endorsement of negotiable instruments for
     deposit  or collection and except assumptions, guarantees, endorsements and
     contingencies  (a)  in  existence or committed on the date hereof and which
     the  Borrower  has informed Holder in writing prior to the date hereof, and
     (b)  similar  transactions  in  the  ordinary  course  of  business.

          2.7  RIGHT  OF FIRST REFUSAL ON OTHER FINANCING. In the event that the
               ------------------------------------------
     Borrower obtains a commitment for any other financing (either debt, equity,
     or  a  combination  thereof)  which  is  to  close  during the term of this
     Debenture,  Holder  shall be entitled to a right of first refusal to enable
     it  to,  at  Holder's  option,  match the terms of the other financing. The
     Borrower  shall  deliver  to Holder, at least 10 days prior to the proposed
     closing  date  of  such transaction, written notice describing the proposed
     transaction,  including  the  terms  and  conditions thereof, and providing
     Holder an option during the 10 day period following delivery of such notice
     to  provide  the  financing  being  offered in such transaction on the same
     terms  as  contemplated  by  such transaction. For purposes of this Section
     2.7,  Borrower  shall  include  all  subsidiaries  in  which The World Golf
     League,  Inc. holds a twenty-five percent (25%) or greater interest. If the
     Holder declines to exercise its rights of first refusal, Holder may require
     Borrower  to  repay 150% of the outstanding principal, and accrued interest
     and  penalties,  if  any, owed pursuant to this Note, which repayment would
     occur  simultaneously  with  the  subsequent  financing.

<PAGE>

                         ARTICLE III. EVENTS OF DEFAULT

          If  any  of  the  following  events  of  default  (each,  an "EVENT OF
     DEFAULT")  shall  occur:

          3.1  FAILURE  TO  PAY PRINCIPAL OR INTEREST. The Borrower fails to pay
               --------------------------------------
     the  principal hereof or interest thereon when due on this Note, whether at
     maturity,  upon  a Trading Market Prepayment Event pursuant to Section 1.7,
     upon  acceleration  or  otherwise;

          3.2  CONVERSION  AND THE SHARES. The Borrower fails to issue shares of
               --------------------------
     Common  Stock  to  the  Holder  (or announces or threatens that it will not
     honor  its  obligation  to  do  so)  upon  exercise  by  the  Holder of the
     conversion  rights  of the Holder in accordance with the terms of this Note
     (for  a  period of at least sixty (60) days, if such failure is solely as a
     result  of  the  circumstances  governed by Section 1.3 and the Borrower is
     using its best efforts to authorize a sufficient number of shares of Common
     Stock  as  soon  as  practicable),  fails to transfer or cause its transfer
     agent  to transfer (electronically or in certificated form) any certificate
     for  shares  of  Common  Stock  issued  to the Holder upon conversion of or
     otherwise  pursuant  to  this Note as and when required by this Note or the
     Registration  Rights  Agreement,  or fails to remove any restrictive legend
     (or  to  withdraw any stop transfer instructions in respect thereof) on any
     certificate  for  any  shares  of  Common  Stock  issued to the Holder upon
     conversion  of  or  otherwise pursuant to this Note as and when required by
     this  Note or the Registration Rights Agreement (or makes any announcement,
     statement  or  threat  that  it  does  not  intend to honor the obligations
     described  in  this  paragraph) and any such failure shall continue uncured
     (or  any  announcement,  statement  or  threat not to honor its obligations
     shall  not  be  rescinded  in writing) for ten (10) days after the Borrower
     shall  have  been  notified  thereof  in  writing  by  the  Holder;

          3.3  FAILURE  TO  TIMELY FILE REGISTRATION OR EFFECT REGISTRATION. The
               ------------------------------------------------------------
     Borrower  fails  to file the Registration Statement within thirty (30) days
     following the Closing Date (as defined in the Purchase Agreement) or obtain
     effectiveness  with  the  Securities  and  Exchange  Commission  of  the
     Registration  Statement  within one hundred twenty (120) days following the
     Closing  Date  (as  defined in the Purchase Agreement) or such Registration
     Statement  lapses  in  effect (or sales cannot otherwise be made thereunder
     effective,  whether  by  reason  of  the  Borrower's  failure  to  amend or
     supplement  the  prospectus  included  therein  in  accordance  with  the
     Registration  Rights  Agreement  or  otherwise)  for  more  than  ten  (10)
     consecutive  days  or twenty (20) days in any twelve month period after the
     Registration  Statement  becomes  effective;

          3.4  BREACH  OF COVENANTS. The Borrower breaches any material covenant
               --------------------
     or  other  material term or condition contained in Sections 1.3, 1.6 or 1.7
     of this Note, or Sections 4(c), 4(e), 4(h), 4(i), 4(j) or 5 of the Purchase
     Agreement  and  such  breach  continues for a period of ten (10) days after
     written  notice  thereof  to  the  Borrower  from  the  Holder;

          3.5  BREACH  OF  REPRESENTATIONS AND WARRANTIES. Any representation or
               ------------------------------------------
     warranty  of  the  Borrower  made  herein or in any agreement, statement or
     certificate  given  in  writing  pursuant  hereto or in connection herewith
     (including, without limitation, the Purchase Agreement and the Registration
     Rights  Agreement),  shall  be  false or misleading in any material respect
     when  made  and  the  breach of which has (or with the passage of time will

<PAGE>

     have) a material adverse effect on the rights of the Holder with respect to
     this  Note,  the  Purchase  Agreement or the Registration Rights Agreement;

          3.6  RECEIVER  OR  TRUSTEE.  The  Borrower  or  any  subsidiary of the
               ---------------------
     Borrower  shall  make  an assignment for the benefit of creditors, or apply
     for  or consent to the appointment of a receiver or trustee for it or for a
     substantial part of its property or business, or such a receiver or trustee
     shall  otherwise  be  appointed;

          3.7  JUDGMENTS.  Any  money judgment, writ or similar process shall be
               ---------
     entered  or filed against the Borrower or any subsidiary of the Borrower or
     any of its property or other assets for more than $50,000, and shall remain
     unvacated,  unbonded  or  unstayed  for a period of twenty (20) days unless
     otherwise  consented  to  by  the  Holder,  which  consent  will  not  be
     unreasonably  withheld;

          3.8  BANKRUPTCY. Bankruptcy, insolvency, reorganization 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
     Borrower  or  any  subsidiary  of  the  Borrower;

          3.9 DELISTING OF COMMON STOCK. The Borrower shall fail to maintain the
              -------------------------
     listing  of  the Common Stock on at least one of the OTCBB or an equivalent
     replacement  exchange,  the  Nasdaq  National  Market,  the Nasdaq SmallCap
     Market,  the  New  York  Stock Exchange, or the American Stock Exchange; or

          3.10  DEFAULT  UNDER OTHER NOTES. An Event of Default has occurred and
                --------------------------
     is  continuing under any of the other Notes issued pursuant to the Purchase
     Agreement,

     then,  upon  the  occurrence  and  during  the continuation of any Event of
     Default specified in Section 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.9, or 3.10, at
     the  option  of the holders of a majority of the aggregate principal amount
     of  the  outstanding  Notes  issued  pursuant  to  the  Purchase  Agreement
     exercisable  through the delivery of written notice to the Borrower by such
     Holders  (the  "DEFAULT  NOTICE"),  and  upon the occurrence of an Event of
     Default specified in Section 3.6 or 3.8, the Notes shall become immediately
     due  and  payable  and  the  Borrower  shall  pay  to  the  Holder, in full
     satisfaction  of  its obligations hereunder, an amount equal to the greater
     of  (i)  150% times the sum of (w) the then outstanding principal amount of
                   -----     ---
     this  Note  plus  (x)  accrued  and unpaid interest on the unpaid principal
                 ----
     amount  of  this  Note  to  the  date of payment (the "MANDATORY PREPAYMENT
     DATE")  plus  (y)  Default  Interest, if any, on the amounts referred to in
             ----
     clauses  (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to
                             ----
     Sections  1.3  and  1.4(g)  hereof  or  pursuant  to  Section  2(c)  of the
     Registration  Rights  Agreement  (the  then outstanding principal amount of
     this  Note  to  the date of payment plus the amounts referred to in clauses
                                         ----
     (x),  (y) and (z) shall collectively be known as the "DEFAULT SUM") or (ii)
     the  "parity  value"  of  the Default Sum to be prepaid, where parity value
     means  (a)  the  highest  number  of  shares  of Common Stock issuable upon
     conversion  of or otherwise pursuant to such Default Sum in accordance with
     Article  I,  treating  the  Trading Day immediately preceding the Mandatory
     Prepayment  Date  as  the "Conversion Date" for purposes of determining the
     lowest  applicable  Conversion  Price, unless the Default Event arises as a
     result  of  a breach in respect of a specific Conversion Date in which case
     such  Conversion  Date shall be the Conversion Date), multiplied by (b) the
                                                           -------------
     highest  Closing  Price for the Common Stock during the period beginning on

<PAGE>

     the  date  of  first  occurrence of the Event of Default and ending one day
     prior to the Mandatory Prepayment Date (the "DEFAULT AMOUNT") and all other
     amounts  payable  hereunder  shall  immediately become due and payable, all
     without  demand,  presentment  or notice, all of which hereby are expressly
     waived,  together with all costs, including, without limitation, legal fees
     and  expenses,  of collection, and the Holder shall be entitled to exercise
     all  other  rights  and  remedies  available  at  law  or in equity. If the
     Borrower  fails  to pay the Default Amount within five (5) business days of
     written  notice  that such amount is due and payable, then the Holder shall
     have the right at any time, so long as the Borrower remains in default (and
     so  long and to the extent that there are sufficient authorized shares), to
     require the Borrower, upon written notice, to immediately issue, in lieu of
     the  Default  Amount,  the number of shares of Common Stock of the Borrower
     equal to the Default Amount divided by the Conversion Price then in effect.



                            ARTICLE IV. MISCELLANEOUS

          4.1  FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part
               --------------------------------
     of  the  Holder  in the exercise of any power, right or privilege hereunder
     shall operate as a waiver thereof, nor shall any single or partial exercise
     of  any  such  power, right or privilege preclude other or further exercise
     thereof or of any other right, power or privileges. All rights and remedies
     existing  hereunder  are cumulative to, and not exclusive of, any rights or
     remedies  otherwise  available.

          4.2 NOTICES. Any notice herein required or permitted to be given shall
              -------
     be  in writing and may be personally served or delivered by courier or sent
     by  United  States mail and shall be deemed to have been given upon receipt
     if  personally  served  (which  shall  include  telephone  line  facsimile
     transmission) or sent by courier or three (3) days after being deposited in
     the  United  States  mail,  certified,  with  postage pre-paid and properly
     addressed,  if  sent  by  mail. For the purposes hereof, the address of the
     Holder shall be as shown on the records of the Borrower; and the address of
     the  Borrower shall be 258 East Altamonte Drive, Altamonte Springs, Florida
     32701,  FACSIMILE  NUMBER:  (407) _______. Both the Holder and the Borrower
     may  change  the  address  for  service by service of written notice to the
     other  as  herein  provided.

          4.3 AMENDMENTS. This Note and any provision hereof may only be amended
              ----------
     by an instrument in writing signed by the Borrower and the Holder. The term
     "Note" and all reference thereto, as used throughout this instrument, shall
     mean  this  instrument (and the other Notes issued pursuant to the Purchase
     Agreement)  as  originally  executed,  or if later amended or supplemented,
     then  as  so  amended  or  supplemented.

          4.4  ASSIGNABILITY.  This  Note shall be binding upon the Borrower and
               -------------
     its successors and assigns, and shall inure to be the benefit of the Holder
     and  its  successors  and  assigns. Each transferee of this Note must be an
     "accredited  investor"  (as  defined  in  Rule  501(a)  of  the  1933 Act).
     Notwithstanding  anything  in  this  Note to the contrary, this Note may be
     pledged  as  collateral  in  connection  with a bona fide margin account or
     other  lending  arrangement.

          4.5  COST  OF  COLLECTION.  If  default is made in the payment of this
               --------------------
     Note,  the  Borrower  shall  pay  the  Holder  hereof  costs of collection,
     including  reasonable  attorneys'  fees.

<PAGE>

          4.6  GOVERNING  LAW.  THIS  NOTE  SHALL  BE  ENFORCED, GOVERNED BY AND
               --------------
     CONSTRUED  IN  ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE
     TO  AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT
     REGARD  TO  THE PRINCIPLES OF CONFLICT OF LAWS. THE BORROWER HEREBY SUBMITS
     TO  THE  EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED
     IN  NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS NOTE,
     THE  AGREEMENTS  ENTERED  INTO  IN  CONNECTION HEREWITH OR THE TRANSACTIONS
     CONTEMPLATED  HEREBY OR THEREBY. BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE
     OF  AN  INCONVENIENT  FORUM  TO THE MAINTENANCE OF SUCH SUIT OR PROCEEDING.
     BOTH  PARTIES  FURTHER AGREE THAT SERVICE OF PROCESS UPON A PARTY MAILED BY
     FIRST  CLASS  MAIL  SHALL  BE  DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF
     PROCESS UPON THE PARTY IN ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL
     AFFECT  EITHER PARTY'S RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
     BY LAW. BOTH PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH
     SUIT  OR  PROCEEDING  SHALL  BE  CONCLUSIVE  AND  MAY  BE ENFORCED IN OTHER
     JURISDICTIONS  BY  SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE
     PARTY  WHICH  DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS NOTE SHALL
     BE  RESPONSIBLE  FOR  ALL  FEES  AND  EXPENSES,  INCLUDING ATTORNEYS' FEES,
     INCURRED  BY  THE  PREVAILING  PARTY  IN  CONNECTION  WITH  SUCH  DISPUTE.

          4.7  CERTAIN  AMOUNTS.  Whenever pursuant to this Note the Borrower is
               ----------------
     required to pay an amount in excess of the outstanding principal amount (or
     the  portion  thereof  required  to  be paid at that time) plus accrued and
     unpaid  interest  plus  Default Interest on such interest, the Borrower and
     the  Holder agree that the actual damages to the Holder from the receipt of
     cash  payment  on this Note may be difficult to determine and the amount to
     be  so paid by the Borrower represents stipulated damages and not a penalty
     and  is  intended  to  compensate  the  Holder  in  part  for  loss  of the
     opportunity  to  convert  this  Note  and to earn a return from the sale of
     shares  of Common Stock acquired upon conversion of this Note at a price in
     excess  of  the  price  paid  for  such  shares  pursuant to this Note. The
     Borrower and the Holder hereby agree that such amount of stipulated damages
     is not plainly disproportionate to the possible loss to the Holder from the
     receipt of a cash payment without the opportunity to convert this Note into
     shares  of  Common  Stock.

          4.8 DAMAGES SHARES. The shares of Common Stock that may be issuable to
              --------------
     the  Holder  pursuant  to  Sections  1.3  and 1.4(g) hereof and pursuant to
     Section  2(c) of the Registration Rights Agreement ("DAMAGES SHARES") shall
     be  treated  as  Common Stock issuable upon conversion of this Note for all
     purposes hereof and shall be subject to all of the limitations and afforded
     all  of  the rights of the other shares of Common Stock issuable hereunder,
     including  without limitation, the right to be included in the Registration
     Statement filed pursuant to the Registration Rights Agreement. For purposes
     of calculating interest payable on the outstanding principal amount hereof,
     except  as  otherwise  provided  herein,  amounts  convertible into Damages
     Shares  ("DAMAGES  AMOUNTS")  shall not bear interest but must be converted
     prior  to  the conversion of any outstanding principal amount hereof, until
     the  outstanding  Damages  Amounts  is  zero.

<PAGE>

          4.9  DENOMINATIONS.  At  the  request of the Holder, upon surrender of
               -------------
     this  Note,  the  Borrower  shall promptly issue new Notes in the aggregate
     outstanding  principal  amount  hereof,  in  the  form  hereof,  in  such
     denominations  of  at  least  $50,000  as  the  Holder  shall  request.

          4.10  PURCHASE  AGREEMENT.  By its acceptance of this Note, the Holder
                -------------------
     agrees  to  be  bound  by  the  applicable terms of the Purchase Agreement.

          4.11  NOTICE  OF CORPORATE EVENTS. Except as otherwise provided below,
                ---------------------------
     the  Holder  of  this Note shall have no rights as a Holder of Common Stock
     unless and only to the extent that it converts this Note into Common Stock.
     The  Borrower  shall  provide  the  Holder  with  prior notification of any
     meeting  of  the Borrower's shareholders (and copies of proxy materials and
     other  information sent to shareholders). In the event of any taking by the
     Borrower  of  a  record  of its shareholders for the purpose of determining
     shareholders  who  are entitled to receive payment of any dividend or other
     distribution,  any  right  to  subscribe for, purchase or otherwise acquire
     (including  by  way  of  merger,  consolidation,  reclassification  or
     recapitalization)  any  share  of  any  class  or  any  other securities or
     property,  or to receive any other right, or for the purpose of determining
     shareholders who are entitled to vote in connection with any proposed sale,
     lease  or  conveyance  of  all  or  substantially  all of the assets of the
     Borrower  or  any  proposed  liquidation,  dissolution or winding up of the
     Borrower,  the  Borrower shall mail a notice to the Holder, at least twenty
     (20)  days  prior to the record date specified therein (or thirty (30) days
     prior  to  the  consummation  of  the  transaction  or  event, whichever is
     earlier),  of  the  date  on  which  any such record is to be taken for the
     purpose  of  such dividend, distribution, right or other event, and a brief
     statement  regarding  the  amount  and  character  of  such  dividend,
     distribution,  right  or  other event to the extent known at such time. The
     Borrower  shall  make  a  public  announcement  of  any  event  requiring
     notification  to the Holder hereunder substantially simultaneously with the
     notification  to  the  Holder  in accordance with the terms of this Section
     4.12.

          4.12  REMEDIES.  The  Borrower acknowledges that a breach by it of its
                --------
     obligations  hereunder  will  cause  irreparable  harm  to  the  Holder, by
     vitiating  the  intent  and purpose of the transaction contemplated hereby.
     Accordingly,  the Borrower acknowledges that the remedy at law for a breach
     of  its  obligations  under this Note will be inadequate and agrees, in the
     event of a breach or threatened breach by the Borrower of the provisions of
     this  Note,  that  the  Holder  shall be entitled, in addition to all other
     available  remedies  at  law or in equity, and in addition to the penalties
     assessable  herein, to an injunction or injunctions restraining, preventing
     or curing any breach of this Note and to enforce specifically the terms and
     provisions  thereof,  without  the  necessity  of showing economic loss and
     without  any  bond  or  other  security  being  required.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

IN  WITNESS  WHEREOF,  Borrower has caused this Note to be signed in its name by
its  duly  authorized  officer  this  18th  day  of  May,  2006.



                              THE  WORLD  GOLF  LEAGUE,  INC.



                              By: /s/ Michael S. Pagnano
                                 ----------------------------
                                   Michael  S.  Pagnano
                                   Chief  Executive  Officer

<PAGE>
                                    EXHIBIT A

                              NOTICE OF CONVERSION
                    (To be Executed by the Registered Holder
                         in order to Convert the Notes)


The  undersigned  owner  of  this  Convertible  Debenture  due May 18, 2009 (the
"Debenture")  issued  by  World  Golf  League,  Inc.  (the  "Company")  hereby
irrevocably  exercises its option to convert $__________ Principal Amount of the
Debenture  into  shares  of  Common  Stock  in  accordance with the terms of the
Debenture.  The  undersigned hereby instructs the Company to convert the portion
of  the  Debenture  specified  below  into  shares  of  Common  Stock  issued at
Conversion  in accordance with the provisions of Article I of the Debenture. The
undersigned  directs that the Common Stock and certificates therefor deliverable
upon  conversion,  the  Debenture  reissued  in  the  Principal Amount not being
surrendered  for  conversion  hereby,  [the  check  or shares of Common Stock in
payment  of the accrued and unpaid interest thereon to the date of this Notice,]
together with any check in payment for fractional Common Stock, be registered in
the name of and/or delivered to the undersigned unless a different name has been
indicated  below.  All  capitalized  terms  used and not defined herein have the
respective  meanings  assigned to them in the Debenture. The conversion pursuant
hereto  shall  be  deemed  to  have been effected at the date and time specified
below,  and  at  such  time  the  rights  of  the undersigned as a Holder of the
Principal  Amount of the Debenture set forth above shall cease and the Person or
Persons  in  whose  name or names the Common Stock Issued at Conversion shall be
registered shall be deemed to have become the holder or holders of record of the
Common  Shares  represented  thereby  and all voting and other rights associated
with the beneficial ownership of such Common Shares shall at such time vest with
such  Person  or  Persons.

Date  of  Conversion                                  :
Original  Debenture  Amount                           :
Applicable  Conversion  Price                         :
Dollar  Amount  Converted                             :
Shares  to  be  Converted                             :
Name  of  Investor                                    :
Amount  Outstanding  after  this  Conversion          :
Date  and  time                                       :

Signature

-------------------------------------------------------
Name   Title


     Please  DWAC  Shares  to:
          Clearing  Agent        :
          DTC  Number            :
          Account  Name          :
          Account  Number        :

<PAGE>