exh10-52_note.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

     

    EXHIBIT 10.52

     

    9% CONVERTIBLE PROMISSORY NOTE NO. 2008-2

    DATED JANUARY 22, 2008

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    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

    


    January
22, 2008

    NO.
2008-2

     

    WORLDWIDE STRATEGIES INCORPORATED, a
Nevada corporation (the “Corporation”), is
indebted and, for value received, promises to pay to the order of Dirk Van Keulen on January 22, 2009 (the “Due Date”), (unless
this Note shall have been sooner prepaid as herein provided), upon presentation
of this Note, Seven Thousand
Five Hundred Dollars ($7,500.00) (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
April 22, 2008 by issuing shares of common stock of Worldwide Strategies
Incorporated, a Nevada corporation (the “Shares”) to the
Holder.  The number of Shares for payment of interest shall be
calculated at the end of each month as follows:

     

    Dollar
amount of interest accrued for that month divided by volume-weighted average of
the daily closing prices of Shares for that month = number of shares to be
issued

     

    All
payments of principal and interest or principal or interest shall be made at
Holder’s address as it appears on the records of the Corporation, or at such
other place as may be designated by the Holder hereof.

     

    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, or 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 four cents
($0.04).

     

    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/
      James P. Samuels

                	 	By:	
                  /s/ 
      W. Earl Somerville

                	 
	James
      P. Samuels	 	W.
      Earl Somerville	 
	CEO	 	Chief
      Financial Officer	 


        





    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Exhibit
A

     

    ASSIGNMENT

     

    FOR VALUE RECEIVED, the undersigned
hereby assigns to ___________________________________, 2008-2 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 __________________, 2008.

    


    


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