exh10-45_note.htm


     

    
      

      

    

     

     

     

     

     

     

     

    EXHIBIT
      10.45

     

    9%
      CONVERTIBLE PROMISSORY NOTE NO. 2007-22

    DATED
      OCTOBER 12, 2007

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THE
      SECURITIES REPRESENTED BY THIS NOTE
      HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR
      APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), AND SHALL NOT BE
      SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR
      NOT
      FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE CORPORATION
      OF
      A FAVORABLE OPINION OF ITS COUNSEL OR SUBMISSION TO THE CORPORATION OF SUCH
      OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE CORPORATION, TO THE
      EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE
      STATE
      ACTS.

     

    WORLDWIDE
      STRATEGIES INCORPORATED

    A
      Nevada Corporation

    


                                                                                                                                                                                                         
       October 26, 2007

    NO.
      2007-22

     

    WORLDWIDE
      STRATEGIES INCORPORATED, a
      Nevada corporation (the “Corporation”), is indebted and, for value
      received, promises to pay to the order of JAMES PR SAMUELS REVOCABLE
      TRUST on October 26, 2008 (the “Due Date”),
      (unless this Note shall have been sooner prepaid as herein provided), upon
      presentation of this Note, Five Thousand Dollars ($5,000.00)
      (the “Principal Amount”) and to pay interest on the Principal Amount at
      the rate of nine percent (9%) per annum as provided herein until this Note
      is
      paid in full.

    


    The
      Corporation covenants, promises and
      agrees as follows:

    


    1.           Interest.  Interest
      that shall accrue on the Principal Amount shall be payable quarterly beginning
      on January 26, 2008.

     

    2.           Prepayment.  The
      Corporation may prepay this Note without notice by paying to the Holder the
      entire outstanding Principal Amount and all accrued but unpaid interest on
      this
      Note.

    


    3.           Conversion.

     

    3.1.                      The
      Holder of this Note shall have the right, at such Holder’s option, upon a
      Default Event, at the conclusion of the term of the note, to convert the
      Principal Amount of this Note and accrued but unpaid interest into such number
      of fully paid and nonassessable Shares, as shall be provided
      herein.

     

    3.2.                      The
      Holder of this Note may exercise the conversion right provided in this Section
      3
      by giving written notice (the “Conversion Notice”) to the Corporation of
      the exercise of such right and stating the name or names in which the stock
      certificate or stock certificates for the Shares are to be issued and the
      address to which such certificates shall be delivered.  The Conversion
      Notice shall be accompanied by this Note.  The number of Shares that
      shall be issuable upon conversion of the Note shall equal the dollar amount
      to
      be converted divided by seven cents ($0.07).

     

    3.3.                      Conversion
      shall be deemed to have been effected on the date the Conversion Notice is
      given
      (the “Conversion Date”).  Within 10 business days after receipt
      of the Conversion Notice, the Corporation shall issue and deliver by hand
      against a signed receipt therefor or by United States 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    registered
      mail, return receipt requested, to the address designated by the Holder of
      this
      Note in the Conversion Notice, a stock certificate or stock certificates
      representing the number of Shares to which such Holder is entitled.

     

    3.4.                      Taxes.  The
      Corporation shall pay all documentary, stamp or other transactional taxes and
      charges attributable to the issuance or delivery of the Shares upon conversion;
      provided, however, that the Corporation shall not be required to pay any taxes
      which may be payable in respect of any transfer involved in the issuance or
      delivery of any certificate for such shares in a name other than that of the
      record Holder of this Note.

     

    3.5.                      Reservation
      of Shares. The Corporation shall cause Worldwide Strategies Incorporated to
      reserve and keep available, free from preemptive rights, unissued or treasury
      shares of Common Stock sufficient to effect the conversion of this Note while
      this Note is outstanding.

    


    4.           Default.

     

    4.1.                      The
      entire unpaid and unredeemed balance of the Principal Amount and all Interest
      accrued and unpaid on this Note shall, at the election of the Holder, be and
      become immediately due and payable upon the occurrence of any of the following
      events (a “Default Event”):

     

    (a)           The
      non-payment by the Corporation when due of principal and interest as provided
      in
      this Note or with respect to any other Note issued by the
      Corporation.

     

    (b)           If
      the Corporation (i) applies for or consents to the appointment of, or if there
      shall be a taking of possession by, a receiver, custodian, trustee or liquidator
      for the Corporation or any of its property; (ii) becomes generally unable to
      pay
      its debts as they become due; (iii) makes a general assignment for the benefit
      of creditors or becomes insolvent; (iv) files or is served with any petition
      for
      relief under the Bankruptcy Code or any similar federal or state statute; (v)
      has any judgment entered against it in excess of $3,000,000 in any one instance
      or in the aggregate during any consecutive 12 month period or has any attachment
      or levy made to or against any of its property or assets; (vi) defaults with
      respect to any evidence of indebtedness or liability for borrowed money, or
      any
      such indebtedness shall not be paid as and when due and payable; or (vii) has
      assessed or imposed against it, or if there shall exist, any general or specific
      lien for any federal, state or local taxes or charges against any of its
      property or assets.

     

    4.2.                      Each
      right, power or remedy of the Holder hereof upon the occurrence of any Default
      Event as provided for in this Note or now or hereafter existing at law or in
      equity or by statute shall be cumulative and concurrent and shall be in addition
      to every other right, power or remedy provided for in this Note or now or
      hereafter existing at law or in equity or by statute, and the exercise or
      beginning of the exercise by the Holder or transferee hereof of any one or
      more
      of such rights, powers or remedies shall not preclude the simultaneous or later
      exercise by the Holder hereof of any or all such other rights, powers or
      remedies.

     

    5.           Failure
      to Act and Waiver.  No failure or delay by the Holder hereof to
      insist upon the strict performance of any term of this Note or to exercise
      any
      right, power or remedy consequent upon a default hereunder shall constitute
      a
      waiver of any such term or of any such breach, or preclude the Holder hereof
      from exercising any such right, power or remedy at any later time or
      times.  The failure of the Holder of this Note to give notice of any
      failure or breach of the Corporation under this Note shall not 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    constitute
      a waiver of any right or remedy in respect of such continuing failure or breach
      or any subsequent failure or breach.

     

    6.           Consent
      to Jurisdiction.  The Corporation hereby agrees and consents that
      any action, suit or proceeding arising out of this Note may be brought in any
      appropriate court in the State of Colorado, including the United States District
      Court for the District of Colorado, or in any other court having jurisdiction
      over the subject matter, all at the sole election of the Holder hereof, and
      by
      the issuance and execution of this Note the Corporation irrevocably consents
      to
      the jurisdiction of each such court.

     

    7.           Transfer.  This
      Note shall be transferred on the books of the Corporation only by the registered
      Holder hereof or by his/her attorney duly authorized in writing or by delivery
      to the Corporation of a duly executed Assignment substantially in the form
      attached hereto as Exhibit A.  The Corporation shall be entitled to
      treat any holder of record of the Note as the holder in fact thereof and shall
      not be bound to recognize any equitable or other claim to or interest in this
      Note in the name of any other person, whether or not it shall have express
      or
      other notice thereof, save as expressly provided by the Laws of
      Colorado.

     

    8.           Notices.  All
      notices and communications under this Note shall be in writing and shall be
      either delivered in person or accompanied by a signed receipt therefor or mailed
      first-class United States certified mail, return receipt requested, postage
      prepaid, and addressed as follows: if to the Corporation, to 3801 East Florida
      Avenue, Suite 400, Denver, Colorado 80210 and, if to the holder of this Note,
      to
      the address of such holder as it appears in the books of the
      Corporation.  Any notice of communication shall be deemed given and
      received as of the date of such delivery or mailing.

     

    9.           Governing
      Law.  This Note shall be governed by and construed and enforced
      in accordance with the laws of the State of Colorado, or, where applicable,
      the
      laws of the United States.

     

    IN
      WITNESS WHEREOF, the Corporation has caused this Note to be duly executed under
      its corporate seal.

     

    
      	ATTEST:	 	 	WORLDWIDE
              STRATEGIES
              INCORPORATED 	 
	 	 	 	 	 
	 	 	 	 	 
	
              By: 
/s/
                Donald
                Christensen                  
                

            	 	 	
              By: 
/s/
                W. Earl
                Somerville                    
                

            	 
	
              Donald
                Christensen

            	 	 	
              W.
                Earl
                Somerville

            	 
	
              Director
                & Audit

            	 	 	
              Chief
                Financial Officer

            	 
	Committee
              Chairman	 	 	 	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


     

    ASSIGNMENT

     

    FOR
      VALUE RECEIVED, the undersigned
      hereby assigns to ___________________________________, the Convertible Note
      of
      WORLDWIDE STRATEGIES INCORPORATED, No. 2007- 22 and hereby
      irrevocably appoints ______________________________, Attorney, to transfer
      said
      Note on the books of the within named corporation, with full power of
      substitution in the premises.

    


    WITNESS
      my hand and seal this ____ day
      of __________________, 2007

     

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