EXHIBIT 4.1



                          SECURITIES PURCHASE AGREEMENT

     This  Securities  Purchase  Agreement is dated as of October 13, 2005 (this
"AGREEMENT")  by  and  between  World Golf League, Inc., a Delaware corporation,
with  its  principal executive office located at 2139 State Road 434, Suite 101,
Longwood,  Florida  32779  (the  "COMPANY"),  and  DLC Capital Group, LLC, a New
Jersey  limited  liability  company  with its principal executive office at 4400
Route  9,  Suite  1000,  Freehold,  NJ  07728  ("PURCHASER").

                                    RECITALS

     A.  Purchaser desires to purchase from the Company, and the Company desires
to  issue and sell to Purchaser, upon the terms and subject to the conditions of
this  Agreement,  a  convertible  debenture  of  the  Company  in  the aggregate
principal  amount  of  up  to  Seven Hundred Thousand Dollars ($700,000.00) (the
"DEBENTURE"), in the form attached hereto as Exhibit A;
                                             ---------

     B.  Simultaneously  with the sale of the Debenture, the Company shall grant
to  the  Purchaser  a warrant to purchase 500,000,000 shares of its common stock
(the "WARRANT") in the form attached hereto as Exhibit B; and
                                               ---------

     C.  upon the terms and subject to the conditions set forth in the Debenture
and  the  Warrant,  the  Debenture  and Warrant are convertible and exercisable,
respectively,  into  shares  of the Company's Common Stock (the "COMMON STOCK");

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein,  the  parties  hereto,  intending to be legally bound, hereby
agree as follows:

I.     ISSUANCE  AND  SALE  OF  DEBENTURE  AND  WARRANT

     A.     TRANSACTION.  Purchaser  hereby agrees to purchase from the Company,
and  the Company has offered and hereby agrees to issue and sell to Purchaser in
a  transaction exempt from the registration and prospectus delivery requirements
of  the Securities Act of 1933, as amended (the "SECURITIES ACT"), the Debenture
and  the  Warrant.

B.     PURCHASE  PRICE;  FORM  OF PAYMENT.  The purchase price for the Debenture
and  the  Warrant  to be purchased by Purchaser hereunder shall be Seven Hundred
Thousand  Dollars  ($700,000.00)  (the  "PURCHASE  PRICE")  as  follows:

     1.     $250,000  upon  execution  of  this  Agreement.

2.     $250,000  upon  the  Company  filing  with  the  Securities  and Exchange
Commission  the  Registration  Statement  on Form SB-2 (or similar form) as more
particularly  described  in  paragraph  IV(I),  below  (the  "SB-2")

3.     $150,000  the  earlier  of  45  days  after filing or SB-2 effective, and

4.     $50,000  upon  the  SEC  declaring  the  SB-2  effective.

     C.     DELIVERY  OF  FUNDS,  DEBENTURE AND WARRANT.  In accordance with the
foregoing  schedule,  Purchaser shall pay the Purchase Price by wire transfer of
immediately available funds to the Company. Simultaneously with the execution of
this  Agreement,  the Company shall deliver the Debenture and the Warrant (which
shall  have been duly authorized, issued and executed I/N/O Purchaser or, if the
Company  otherwise  has  been  notified,  I/N/O  Purchaser's  nominee).

II.     PURCHASER'S  REPRESENTATIONS  AND  WARRANTIES

     Purchaser  represents  and  warrants  to  and covenants and agrees with the
Company  as  follows:

     A.  Purchaser  is  purchasing the Debenture and the Warrant, and the Common
Stock  issuable  upon conversion or redemption of the Debenture (the "CONVERSION
SHARES") and exercise of the Warrant (the "WARRANT SHARES") for its own account,
for  investment  purposes only and not with a view towards or in connection with
the public sale or distribution thereof in violation of the Securities Act. (the
Conversion  Shares  and  the Warrant Shares shall be collectively referred to as
the "SECURITIES")

     B. Purchaser is (i) an "accredited investor" within the meaning of Rule 501
of Regulation D under the Securities Act, (ii) experienced in making investments
of  the  kind  contemplated  by  this Agreement, (iii) capable, by reason of its
business  and  financial experience, of evaluating the relative merits and risks
of  an  investment  in  the  Securities, and (iv) able to afford the loss of its
investment in the Securities.

     C.  Purchaser understands that the Securities are being offered and sold by
the  Company  in  reliance on an exemption from the registration requirements of
the Securities Act and equivalent state securities and "blue sky" laws, and that
the  Company  is  relying upon the accuracy of, and Purchaser's compliance with,
Purchaser's  representations,  warranties  and  covenants  set   forth  in  this
Agreement to determine the availability of such exemption and the eligibility of
Purchaser to purchase the Securities;

     D.  Purchaser  understands  that  the  Securities have not been approved or
disapproved  by the Securities and Exchange Commission (the "COMMISSION") or any
state or provincial securities commission.

     E.  This  Agreement  has  been  duly  and  validly authorized, executed and
delivered  by  Purchaser  and  is  a  valid  and  binding agreement of Purchaser
enforceable  against  it  in  accordance  with  its terms, subject to applicable
bankruptcy,  insolvency,  fraudulent  conveyance, reorganization, moratorium and
similar  laws  affecting  creditors' rights and remedies generally and except as
rights  to  indemnity  and  contribution  may  be  limited  by  federal or state
securities laws or the public policy underlying such laws.

     F. Purchaser has:

          1.  evaluated the risks of a purchase of the Securities and has relied
     solely  upon  its  own investigation of the Company and the information and
     representations  made  by  the  Company  contained  herein  and any written
     information and documents provided to Purchaser by the Company and a review

<PAGE>

     of the Company's publicly available Securities Exchange Act reports

          2. been given the opportunity to ask questions of, and receive answers
     from  the  Company concerning the terms and conditions of the Debenture and
     Warrant  and  the  securities  into  which  they  are convertible and other
     matters  pertaining  to this investment, and has been given the opportunity
     to  obtain  such additional information necessary to verify the accuracy of
     the  information  contained  in  any  documents  provided  in order for the
     Purchaser  to  evaluate  the  merits  and  risks  of  the  purchase  of the
     Securities  to  the  extent the Company possesses such information or could
     acquire  it  without  unreasonable  efforts  or  expense,  and has not been
     furnished  with  any  other offering literature upon which he Purchaser has
     relied

          3.  investigated  the  acquisition of the Securities to the extent the
     Purchaser  has  deemed  necessary or desirable and the Company has provided
     the Purchaser with any assistance the Purchaser has requested in connection
     herewith

          4.  determined  that  the Securities are a suitable investment for the
     Purchaser and that at this time the Purchaser could bear a complete loss of
     an investment in the Securities purchased hereby.

     G.  The  Purchaser is not relying on the Company, or any of its affiliates,
or this Agreement, with respect to the Purchaser's tax consequences with respect
to the Purchaser's purchase of the Securities

III.     THE  COMPANY'S  REPRESENTATIONS

The  Company  represents  and  warrants  to  Purchaser  that:

     A.     CAPITALIZATION.

          1.  The  authorized   capital   stock  of  the  Company   consists  of
     1,200,000,000 shares of Common Stock, par value $.001 and 10,000,000 shares
     of Series A non-convertible, redeemable Preferred Stock, par value $.001 of
     which  1,132,131,616  shares and 1,000,000 shares, respectively, are issued
     and  outstanding   as  of   the  date   hereof   and  are  fully  paid  and
     non-assessable.  The amount, exercise, conversion or subscription price and
     expiration date for each outstanding option and other security or agreement
     to  purchase  shares  of  Common  Stock is accurately set forth on Schedule
                                                                        --------
     III.A.1.
     -------

          2. On November 1, 2005, the Company is holding a shareholder's meeting
     for  the  purpose  of,  among  other items, amending the authorized capital
     stock of the Company from 1,200,000,000 to 2,500,000,000 at which time, the
     Conversion  Shares  and  the  Warrant  Shares  shall  be  duly  and validly
     authorized  and  reserved  for issuance by the Company, and, when issued by
     the  Company upon conversion of the Debenture or exercise of the Warrant in
     accordance  with  the  terms  of  such  documents, will be duly and validly
     issued,  fully  paid  and non-assessable and will not subject the Purchaser
     thereof  to  personal liability by reason of being such holder. The Company
     has  represented that it currently is in received of affirmative votes, via
     proxy,  to  approve the amendment to increase the authorized shares. In the

<PAGE>

     event  that  such amendment is not approved, such failure by the Company to
     duly  and  validly authorize the Conversion Shares and Warrant Shares shall
     be deemed an Event of Default.

          3.  Except as disclosed on Schedule III.A.3., there are no preemptive,
                                     ----------------
     subscription,  "call,"  right  of  first refusal or other similar rights to
     acquire  any capital stock of the Company or other voting securities of the
     Company  that  have  been  issued  or  granted  to  any person and no other
     obligations  of  the  Company  to  issue,  grant,  extend or enter into any
     security,  option,  warrant,  pre-payment  of  any  warrant, "call," right,
     commitment,  agreement,  arrangement  or undertaking with respect to any of
     their   respective   capital  stock.   Schedule   IIII.A.3.  describes  the
     outstanding  debenture  in  favor  of  Golden  Gate Investors, Inc. and all
     outstanding  obligations  associated therewith. Provided, however, that the
     Company may enact an Employee Stock Option or Equity Incentive Plan and may
     register  such  Plan  and  grant such options and equities to employees and
     service providers under such Plan.

     B.     ORGANIZATION;  REPORTING  COMPANY  STATUS.

          1.  The  Company is a corporation duly organized, validly existing and
     in  good  standing  under  the  laws  of  the state of Delaware and is duly
     qualified  as  a  foreign  corporation  in  all  jurisdictions in which the
     failure  so  to  qualify  would  reasonably  be expected to have a material
     adverse effect on the business, properties, prospects, condition (financial
     or  otherwise)   or  results  of  operations  of  the  Company  or  on  the
     consummation  of  any of the transactions contemplated by this Agreement (a
     "MATERIAL ADVERSE EFFECT").

          2.  The  Company  is  subject  to  the  reporting  requirements of the
     Securities  Exchange  Act  of  1934,  as  amended (the "EXCHANGE ACT"). The
     Common  Stock  is  traded on the OTC Bulletin Board service of the National
     Association  of  Securities Dealers, Inc. ("OTCBB") under the symbol "WGFL"
     and the Company has not received any notice regarding, and to its knowledge
     there is no threat of, the termination or discontinuance of the eligibility
     of the Common Stock for such trading.

     C.  AUTHORIZATION.  The  Company  (i)  has  duly and validly authorized and
reserved  for  issuance shares of Common Stock, which is a number sufficient for
the conversion of the Debenture and the exercise of the Warrant or shall have at
the  time  of Closing and (ii) at all times from and after the date hereof shall
have  a  sufficient number of shares of Common Stock duly and validly authorized
and reserved for issuance to satisfy the conversion of the Debenture in full and
the  exercise  of  the  Warrant.  The  Company  understands and acknowledges the
potentially  dilutive  effect  on  the  Common  Stock  of  the  issuance  of the
Conversion  Shares and the Warrant Shares. The Company further acknowledges that
its  obligation  to issue Conversion Shares upon conversion of the Debenture and
the  exercise  of  the Warrant in accordance with this Agreement is absolute and
unconditional  regardless  of the dilutive effect that such issuance may have on
the ownership interests of other stockholders of the Company and notwithstanding
the  commencement  of any case under 11 U.S.C. Sec. 101 et seq. (the "BANKRUPTCY
                                                        -- ---
CODE").  In  the  event  the  Company is a debtor under the Bankruptcy Code, the
Company  hereby  waives  to the fullest extent permitted any rights to relief it
may have under 11 U.S.C. Sec. 362 in respect of the conversion of the Debenture.
The  Company  agrees  to  take  or  consent  to  any and all action necessary to
effectuate relief under 11 U.S.C. Sec. 362.

<PAGE>

     D.  AUTHORITY;  VALIDITY  AND ENFORCEABILITY. The Company has the requisite
corporate  power  and  authority  to  enter  into the Documents (as such term is
hereinafter  defined)  and  to  perform  all  of  its  obligations hereunder and
thereunder  (including  the  issuance,  sale  and  delivery  to Purchaser of the
Securities).  The  execution,  delivery  and  performance  by the Company of the
Documents  and  the consummation by the Company of the transactions contemplated
hereby and thereby (including, without limitation, the issuance of the Debenture
and  the  issuance and reservation for issuance of the Conversion Shares and the
Warrant Shares) have been duly and validly authorized by all necessary corporate
action  on  the  part  of  the  Company. Each of the Documents has been duly and
validly  executed  and  delivered by the Company and each Document constitutes a
valid and binding obligation of the Company enforceable against it in accordance
with  its  terms,  subject  to  applicable  bankruptcy,  insolvency,  fraudulent
conveyance,  reorganization,  moratorium  and  similar laws affecting creditors'
rights and remedies generally and except as rights to indemnity and contribution
may  be  limited  by  federal  or  state  securities  laws  or the public policy
underlying  such  laws. The Securities have been duly and validly authorized for
issuance by the Company and, when executed and delivered by the Company, will be
valid  and  binding  obligations  of  the  Company  enforceable  against  it  in
accordance  with  their  respective  terms,  subject  to  applicable bankruptcy,
insolvency,  fraudulent  conveyance, reorganization, moratorium and similar laws
affecting  creditors'  rights  and  remedies  generally.  For  purposes  of this
Agreement,  the term "DOCUMENTS" means (i) this Agreement; (ii) the Registration
Rights  Agreement  dated  as  of  even  date  herewith  between  the Company and
Purchaser, (iii) the Debenture; and (iv) the Warrant.

     E.  VALIDITY  OF  ISSUANCE OF THE SECURITIES. The Debenture, the Conversion
Shares upon their issuance in accordance with the Debenture, the Warrant and the
Warrant  Shares  will  be  validly  issued  and   outstanding,  fully  paid  and
nonassessable.

     F.  NON-CONTRAVENTION.  The  execution  and  delivery by the Company of the
Documents,  the  issuance of the Securities, and the consummation by the Company
of the other transactions contemplated hereby and thereby do not, and compliance
with  the  provisions  of  this Agreement and other Documents will not, conflict
with, or result in any violation of, or default (with or without notice or lapse
of time, or both) under, or give rise to a right of termination, cancellation or
acceleration of any obligation or loss of a material benefit under, or result in
the  creation  of any Lien (as such term is hereinafter defined) upon any of the
properties  or assets of the Company or any of its Subsidiaries under, or result
in  the termination of, or require that any consent be obtained or any notice be
given  with  respect  to  (i)  the  Articles  or Certificate of Incorporation or
By-Laws  of the Company or the comparable charter or organizational documents of
any  of  its Subsidiaries, in each case as amended to the date of this Agreement
or  as  required  to  be amended to comply with this Agreement, (ii) any loan or
credit agreement, Debenture, bond, mortgage, indenture, lease, contract or other
agreement,  instrument  or  permit  applicable  to  the  Company  or  any of its
Subsidiaries  or their respective properties or assets or (iii) any Law (as such
term  is hereinafter defined) applicable to, or any judgment, decree or order of
any court or government body having jurisdiction over, the Company or any of its
Subsidiaries  or  any  of  their  respective  properties or assets. Prior to the
Closing,  the Company shall provide Purchaser with documentary evidence that the
Company  has  complied  with  all obligations, including the granting of a first
right  of  refusal,  to Golden Gate Investors, Inc. as required in the financing
agreements  between the Company and Golden Gate Investors, Inc. dated on or near
June 10, 2004, and any amendments thereto.

<PAGE>

     G.  APPROVALS. No authorization, approval or consent of any court or public
or  governmental  authority  is  required  to be obtained by the Company for the
issuance  and  sale  of  the  Securities  to  Purchaser  as contemplated by this
Agreement,  except  such  authorizations,  approvals  and  consents as have been
obtained by the Company prior to the date hereof.

     H.  COMMISSION  FILINGS. The Company has properly filed with the Commission
all  reports,  proxy  statements, forms and other documents required to be filed
with the Commission under the Securities Act and the Exchange Act since becoming
subject  to  such Acts (the "COMMISSION FILINGS"). As of their respective dates,
(i)  the  Commission  Filings  complied  in   all  material  respects  with  the
requirements  of the Securities Act or the Exchange Act, as the case may be, and
the rules and regulations of the Commission promulgated thereunder applicable to
such Commission Filings and (ii) to the best of the current management and Board
of  Directors  knowledge none of the Commission Filings contained at the time of
its  filing  any  untrue  statement  of  a  material  fact or omitted to state a
material  fact  required  to be stated therein or necessary in order to make the
statements  therein,  in  light of the circumstances under which they were made,
not  misleading.  The  financial  statements  of  the  Company  included  in the
Commission Filings, as of the dates of such documents, were true and complete in
all  material  respects and complied with applicable accounting requirements and
the published rules and regulations of the Commission with respect thereto, were
prepared  in  accordance  with  generally  accepted accounting principles in the
United  States ("GAAP") (except in the case of unaudited statements permitted by
Form  10-Q  under  the  Exchange  Act)  applied on a consistent basis during the
periods  involved  (except  as may be indicated in the notes thereto) and fairly
presented  the   consolidated  financial   position   of  the  Company  and  its
Subsidiaries  as  of  the  dates  thereof  and the consolidated results of their
operations  and  cash  flows for the periods then ended (subject, in the case of
unaudited statements, to normal year-end audit adjustments that in the aggregate
are not material and to any other adjustment described therein).

     I.  FULL  DISCLOSURE.  There  is  no  fact known to the Company (other than
general  economic or industry conditions known to the public generally) that has
not  been fully disclosed in the Commission Filings that (i) reasonably could be
expected  to have a Material Adverse Effect or (ii) reasonably could be expected
to  materially  and  adversely  affect the ability of the Company to perform its
obligations pursuant to the Documents.

     J.  ABSENCE  OF EVENTS OF DEFAULT. No "EVENT OF DEFAULT" (as defined in any
agreement  or  instrument  to  which the Company is a party) and no event which,
with  notice, lapse of time or both, would constitute an Event of Default (as so
defined), has occurred and is continuing.

     K. SECURITIES LAW MATTERS. Assuming the accuracy of the representations and
warranties  of  Purchaser  set  forth  in  Article II, the offer and sale by the
Company  of  the  Securities  is exempt from (i) the registration and prospectus
delivery requirements of the Securities Act and the rules and regulations of the
Commission  thereunder and (ii) the registration and/or qualification provisions
of  all  applicable  state  and  provincial  securities and "blue sky" laws. The
Company  shall  not directly or indirectly take, and shall not permit any of its
directors,  officers  or  Affiliates  directly or indirectly to take, any action
(including,  without limitation, any offering or sale to any person or entity of
any security similar to the Debenture) which will make unavailable the exemption
from  Securities Act registration being relied upon by the Company for the offer

<PAGE>

and  sale  to Purchaser of the Debenture, the Conversion Shares, the Warrant and
the  Warrant  Shares  as  contemplated  by  this  Agreement.  No form of general
solicitation or advertising has been used or authorized by the Company or any of
its  officers,  directors  or Affiliates in connection with the offer or sale of
the  Debenture  (and the Conversion Shares) as contemplated by this Agreement or
any other agreement to which the Company is a party.

     L.  REGISTRATION RIGHTS. Except as otherwise set forth on Schedule III.A.3,
no  Person  has, and as of the Closing (as such term is hereinafter defined), no
Person shall have, any demand, "piggy-back" or other rights to cause the Company
to  file  any registration statement under the Securities Act relating to any of
its  securities  or  to  participate  in  any  such  registration  statement.

     M.  INTEREST.  The  timely  payment  of  interest  on  the Debenture is not
prohibited  by  the  Articles  or Certificate of Incorporation or By-Laws of the
Company,  in  each  case  as  amended  to  the  date  of  this Agreement, or any
agreement,  contract,  document  or  other undertaking to which the Company is a
party.

     N.  NO  MISREPRESENTATION.  No  representation  or  warranty of the Company
contained  in  this Agreement or any of the other Documents, any schedule, annex
or  exhibit  hereto  or  thereto  or  any  agreement,  instrument or certificate
furnished  by  the  Company to Purchaser pursuant to this Agreement contains any
untrue  statement  of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein not misleading.

     O.  FINDER'S  FEE.  There  is no finder's fee, brokerage commission or like
payment  in  connection with the transactions contemplated by this Agreement for
which Purchaser is liable or responsible.

IV.     CERTAIN  COVENANTS  AND  ACKNOWLEDGMENTS

     A.  FILINGS.  The  Company  shall make all necessary Commission Filings and
"blue  sky"  filings  required  to be made by the Company in connection with the
sale  of  the  Securities  to  Purchaser as required by all applicable Laws, and
shall provide a copy thereof to Purchaser promptly after such filing.

     B.  REPORTING  STATUS.  So  long  as Purchaser beneficially owns any of the
Securities,  the Company shall timely file, including any requests for extension
or  notices  of  late  filings,  all reports required to be filed by it with the
Commission pursuant to Section 13 or 15(d) of the Exchange Act.

     C.  LISTING. Except to the extent the Company lists its Common Stock on The
New  York Stock Exchange, The American Stock Exchange or The Nasdaq Stock Market
or  other  nationally  recognized securities exchange, the Company shall use its
best efforts to maintain its listing of the Common Stock on OTCBB. If the Common
Stock  is delisted from OTCBB, the Company will use its best efforts to list the
Common Stock on the most liquid national securities exchange or quotation system
that the Common Stock is qualified to be listed on.

<PAGE>

     D.  RESERVED  CONVERSION  COMMON  STOCK.  The Company at all times from and
after  the date hereof shall have such number of shares of Common Stock duly and
validly  authorized  and  reserved  for  issuance as shall be sufficient for the
conversion in full of the Debenture and the exercise of the Warrant.

     E.  INFORMATION.  Each  of  the parties hereto acknowledges and agrees that
Purchaser  shall  not  be  provided  with,  nor be given access to, any material
non-public information relating to the Company.

     F.  ACCOUNTING  AND  RESERVES.  The  Company  shall maintain a standard and
uniform  system  of  accounting  and  shall  keep  proper  books and records and
accounts  in  which  full,  true,  and  correct  entries  shall  be  made of its
transactions,  all  in  accordance with GAAP applied on consistent basis through
all  periods,  and  shall  set aside on such books for each fiscal year all such
reserves  for  depreciation,  obsolescence,  amortization,  bad  debts and other
purposes in connection with its operations as are required by such principles so
applied.

     G.  TRANSACTIONS  WITH  AFFILIATES.  Except  as  otherwise  disclosed,  and
agreements existing on the date of execution hereof, so long as the Debenture is
outstanding,  neither the Company nor any of its Subsidiaries shall, directly or
indirectly,  enter  into  any   material   transaction  or  agreement  with  any
stockholder,  officer,  director or Affiliate of the Company or family member of
any  officer,  director  or  Affiliate of the Company, unless the transaction or
agreement  is (i) reviewed and approved by a majority of Disinterested Directors
(as such term is hereinafter defined) and (ii) on terms no less favorable to the
Company  or the applicable Subsidiary than those obtainable from a nonaffiliated
person.  A  "DISINTERESTED DIRECTOR" shall mean a director of the Company who is
not  and  has  not  been  an officer or employee of the Company and who is not a
member  of  the  family of, controlled by or under common control with, any such
officer or employee.

     H.  CERTAIN  RESTRICTIONS.  So  long  as  the  Debenture is outstanding, no
dividends shall be declared or paid or set apart for payment nor shall any other
distribution  be  declared  or  made  upon any capital stock of the Company, nor
shall  any  capital  stock  of  the  Company be redeemed, purchased or otherwise
acquired  (other  than  a redemption, purchase or other acquisition of shares of
Common  Stock  made  for  purposes  of  an  employee  incentive  or benefit plan
(including  a  stock  option  plan)  of  the  Company  or pursuant to any of the
security  agreements  listed  on  Schedule  IV.H)  for  any consideration by the
                                  --------------
Company,  directly  or  indirectly,  nor  shall  any  moneys  be paid to or made
available  for  a sinking fund for the redemption of any Common Stock. Provided,
however, that the Company may enact an Employee Stock Option or Equity Incentive
Plan  and may register such Plan and grant options and equities to employees and
service providers under such Plan.

I.     REGISTRATION.  The  Company  shall:

          1.  Within  thirty  (30)  days hereof, prepare and file with the SEC a
     registration  statement on Form SB-2 or other appropriate form with respect
     to  the  Conversion  Shares  (the  "Registrable  Securities")  and  use all
     reasonable efforts to cause such registration statement to become effective
     within ninety (90) days hereof.

<PAGE>

          2.  Prepare  and  file with the SEC such amendments and supplements to
     such registration statement and the prospectus used in connection with such
     registration statement as may be necessary to comply with the provisions of
     the  1933  Act with respect to the disposition of all securities covered by
     such  registration  statement in accordance with the participating sellers'
     intended method of distribution set  forth in such  registration statement;

          3.  Furnish to the Purchaser such number of copies of the registration
     statement  and  the prospectus included therein, including each preliminary
     prospectus,  in  conformity with the requirements of the 1933 Act, and such
     other  documents  as  it  may reasonably request in order to facilitate the
     disposition  of  Registrable   Securities  owned  by  it  covered  by  such
     registration statement;

          4.  Use  its  best  efforts  to  register  and qualify the Registrable
     Securities covered by such registration statement under the securities laws
     of  such  jurisdictions as the Purchaser, or in the case of an underwritten
     offering, the managing underwriter, shall reasonably request, provided that
     the Company shall not be required in connection therewith or as a condition
     thereto  to  qualify to do business or to file a general consent to service
     of  process  in  any such jurisdiction, and further provided that if, under
     applicable  blue  sky  laws,  any  jurisdiction  in  which  the Registrable
     Securities  shall  be  qualified  shall  require  that expenses incurred in
     connection  with  the  qualification  of the Registrable Securities in that
     jurisdiction  be  borne by the Purchaser and provided there is no exemption
     from  such  requirement  by  reason of the Company's obligation to pay such
     expenses  pursuant  to the foregoing provisions of this Section, and if the
     Purchaser  does  not  agree  to pay such expenses to the extent required by
     such  jurisdiction,  the  Company  shall  have  no  obligation hereunder or
     otherwise  to  register  and  qualify the Registrable Securities covered by
     such registration statement in such jurisdiction;

          5.  In  the  event of any underwritten public offering, enter into and
     perform  its  obligations  under  an  underwriting   agreement  with  terms
     generally  satisfactory  to  the managing underwriter of such offering. The
     Purchaser  shall  also enter into and perform its obligations under such an
     agreement; provided, however, that such agreement is in usual and customary
     form;

          6.  Promptly  notify  the Purchaser of the happening of any event as a
     result  of  which  the  prospectus  included  in  a  registration statement
     registering  the  Purchaser's  Registrable Securities hereunder, as then in
     effect, includes an untrue statement of a material fact or omits to state a
     material  fact  required  to  be  stated  therein  or necessary to make the
     statements  therein  not  misleading  in  the light of the circumstances in
     which they were made;

          7.  Make  available  for  inspection  at the Company during its normal
     business  hours by the Purchaser or any attorney, accountant or other agent
     retained  by  the  Purchaser  all pertinent, non-confidential financial and
     other  records  of  the  Company  as  may  be  reasonably  requested by the
     Purchaser;

<PAGE>

     J. SHORT SELLING. So long as the Debenture is outstanding, Purchaser agrees
and  covenants  on  its  behalf  and  on  behalf  of its affiliates that neither
Purchaser  nor  its  affiliates shall at any time engage in any short sales with
respect  to  the  Company's  Common  Stock,  or  sell  put  options  or  similar
instruments  with respect to the Company's Common Stock. The parties acknowledge
that,  subject  to  an  effective  registration  statement,  Purchaser  shall be
entitled  to  sell  the  Common Stock from each Debenture conversion and Warrant
exercise  immediately  upon  submission  of  the applicable Debenture Conversion
Notice and Warrant Notice of Exercise, and payment of the purchase price, to the
Company for such Common Stock.

     K.  RIGHT  OF  FIRST REFUSAL. Until all amounts due under the Debenture are
paid,  the  Company  agrees  not  to  incur  additional debt through third party
financing without giving the Purchaser a right of first refusal. Purchaser shall
be  entitled  to  a  right of first refusal to enable it to, at Holder's option,
either:  (i)  match  the  terms  of  the other financing, or (ii) add additional
principal  to this Debenture, in the amount of such other financing, on the same
terms  and conditions as this DebentureThe Purchaser must exercise such right of
first  refusal within ten (10) days of the Purchaser's receipt of written notice
of  the Company's intent to seek said financing. In the event the Purchaser does
not  elect  to  exercise said right of first refusal, it has the right to demand
repayment  of  150%  of  the  outstanding  principal and accrued interest on the
Debenture  as  a  pre-condition  to  the  Company  closing  on  said third party
financing.  For  purposes  of  this Right of First Refusal, the Company shall be
defined  to  include  all  subsidiaries in which the Company holds a twenty-five
percent (25%) or greater interest, all successors and assigns.

     L.  TRANSFER  AGENT.  So  long as the Debenture is outstanding, the Company
agrees  and  covenants  that it shall maintain, as its transfer agent, a Company
with  the  capability  to  electronically  transfer  and  deliver  shares to the
Purchaser in electronic format, commonly known as the DWAC system.

     M.  RESTRICTIONS ON ENCUMBRANCES. Except as otherwise has been disclosed as
of  the  date  of  this  Agreement, so long as the Debenture is outstanding, the
Company  agrees  and covenants that it shall not enter into any agreements which
shall  result  in  a  lien, encumbrance, mortgage, security agreement, or direct
claim  against  any  asset  or revenues of the Company or any of its affiliates.
Provided  however,  the  Company  may  enter  into transactions which are in the
ordinary  course of business, or which create a purchase money security interest
against an a newly acquired asset.

     N.  AGREEMENT  WITH GOLDEN GATE INVESTORS, INC. So long as the Debenture is
outstanding,  the  Company  agrees  and  covenants  that it will, to the fullest
extent  allowable  under  those  certain  financing  agreements with Golden Gate
Investors,  Inc.  dated  June  10,  2004,  as  amended,  without  breaching such
agreements,  elect  to  prepay  that  portion  of the Debenture that Golden Gate
Investors  elects  to  convert.  Moreover, the Company agrees to provide written
notice  to  Golden  Gate  Investors  of  its  intent  to make payment in lieu of
conversion,  whenever  such payment in lieu of conversion, is allowable pursuant
to the Golden Gate Investors agreements.

     O. EXTRAORDINARY TRANSACTIONS. So long as the Debenture is outstanding, the
Company  agrees  and  covenants  that  it  will not enter into any extraordinary
transactions which would materially alter the business of the Company, including
but not limited to, the sale of all, or substantially of its assets, the sale of

<PAGE>

any  subsidiary  or  the  spin-off of a subsidiary, unless the purchaser of such
assets  or  subsidiary, or board of directors, and shareholders if necessary, of
such  spun  off entity, affirmatively provide written agreement to be a party to
and  bound  by the terms and conditions of this Agreement, jointly and severally
with the Company.

V.     ISSUANCE  OF  COMMON  STOCK;  CONVERSION AND REDEMPTION OF THE DEBENTURE;
EXERCISE  OF  THE  WARRANT

     A.  The  Company  undertakes  and agrees that no instruction other than the
instructions  referred  to  in  this  Article  V  and  customary  stop  transfer
instructions  prior to the registration and sale of the Common Stock pursuant to
an  effective  Securities  Act  registration  statement  shall  be  given to its
transfer  agent  for  the  Conversion Shares and the Warrant Shares and that the
Conversion  Shares and the Warrant Shares shall otherwise be freely transferable
on  the  books  and records of the Company as and to the extent provided in this
Agreement,  the  Registration  Rights  Agreement  and  applicable  law.  Nothing
contained  in  this Section V.A. shall affect in any way Purchaser's obligations
and  agreement to comply with all applicable securities laws upon resale of such
Common Stock.

     B.  Purchaser shall have the right to convert the Debenture and any accrued
interest  thereon  into  Common  Stock at any time at the price equal to seventy
percent  (70%) of the average of the five lowest volume weighted average closing
stock  prices  during  the  twenty  (20)  trading days immediately preceding the
receipt  by  the  Company of the Conversion Notice, but in no event greater than
$0.25  per  share.  The  exercise  price  of  the Warrant is equal to eighty-two
percent  (82%) of the average of the five lowest volume weighted average closing
stock  prices  during  the  twenty  (20)  trading days immediately preceding the
receipt  by  the  Company  of  the  Warrant  Notice of Exercise, but in no event
greater  than  $0.25  per  share.  The Warrant shall expire three years from the
effective date of the SB-2.

     C.  Purchaser  shall  convert  the  Debenture  and  exercise the Warrant by
telecopying an executed and completed Conversion Notice (as such term is defined
in  the Debenture) or Warrant Notice of Exercise (as such term is defined in the
Warrant)  to  the  Company by delivery of the Conversion Notice to the Company's
transfer  agent.  Each  date  on  which a Conversion Notice or Warrant Notice of
Exercise  is  telecopied  to  and  received  by  the Company's transfer agent in
accordance with the provisions hereof shall be deemed a Conversion Date (as such
term  is  defined  in  the  Debenture).  The  transfer  agent shall transmit the
certificates  evidencing  the  Common  Stock  issuable  upon  conversion  of the
Debenture  (together  with  a  new debenture, if any, representing the principal
amount  of  the  Debenture  not  being  so converted) or exercise of the Warrant
(together with a new Warrant, if any, representing the amount of the Warrant not
being  so exercised) to Purchaser via electronic DWAC delivery or if same is not
available  via express courier within two (2) business days after receipt by the
Company  of  the  Conversion Notice or Warrant Notice of Exercise (the "DELIVERY
DATE").

     D.  Upon the conversion of the Debenture or exercise of the Warrant or part
thereof,  the  Company  shall,  at  its own cost and expense, take all necessary
action  (including  the  issuance  of  an opinion of counsel) to assure that the
Company's transfer agent shall issue stock certificates in the name of Purchaser
(or  its  nominee)  or such other persons as designated by Purchaser and in such
denominations to be specified at conversion representing the number of shares of


common  stock  issuable  upon  such conversion or exercise. The Company warrants
that  the Conversion Shares and Warrant Shares will be unlegended, free-trading,
and freely transferable, and will not contain a legend restricting the resale or
transferability  of  the Company Common Stock provided the Conversion Shares and
Warrant  Shares  are being issued and sold pursuant to an effective registration
statement  covering  the  Common  Stock  to  be  sold or that the resale of such
Conversion Shares and Warrant Shares are otherwise exempt from registration when
sold.

     E. The Company understands that a delay in the delivery of the Common Stock
in  the  form  required  pursuant  to  this section, or the Mandatory Redemption
Amount  described  in  Section  E  hereof, beyond the Delivery Date or Mandatory
Redemption  Payment  Date (as hereinafter defined) could result in economic loss
to  the  Purchaser.  As compensation to the Purchaser for such loss, the Company
agrees  to  pay late payments to the Purchaser for late issuance of Common Stock
in  the  form  required  pursuant  to  Section  E  hereof upon Conversion of the
Debenture  or  late payment of the Mandatory Redemption Amount, in the amount of
$100  per  business  day after the Delivery Date or Mandatory Redemption Payment
Date,  as  the case may be, for each $10,000 of Debenture principal amount being
converted  or  redeemed.  The Company shall pay any payments incurred under this
Section  in immediately available funds upon demand. Furthermore, in addition to
any  other  remedies  which may be available to the Purchaser, in the event that
the  Company  fails for any reason to effect delivery of the Common Stock by the
Delivery  Date  or  make  payment  by the Mandatory Redemption Payment Date, the
Purchaser  will  be  entitled  to  revoke  all or part of the relevant Notice of
Conversion  or  rescind  all  or  part  of the notice of Mandatory Redemption by
delivery of a notice to such effect to the Company whereupon the Company and the
Purchaser shall each be restored to their respective positions immediately prior
to the delivery of such notice, except that late payment charges described above
shall be payable through the date notice of revocation or rescission is given to
the Company.

     F.  Mandatory  and  Voluntary  Redemption.  In  the  event  the  Company is
prohibited from issuing Common Stock, or fails to timely deliver Common Stock on
a  Delivery  Date,  or upon the occurrence of an Event of Default (as defined in
the  Debenture)  or  for  any  reason other than pursuant to the limitations set
forth  herein,  or  upon the occurrence of an Event of Default as defined in the
Debenture,  then  at  the  Purchaser's  election,  the  Company  must pay to the
Purchaser  in  ten  (10)  business days after request by the Purchaser or on the
Delivery  Date  (if  requested by the Purchaser) a sum of money equal to 150% of
the  Debenture  designated  by  the  Purchaser, together with accrued but unpaid
interest  thereon  ("Mandatory  Redemption  Payment").  The Mandatory Redemption
Payment must be received by the Purchaser on the same date as the Company Common
Stock  otherwise  deliverable  or  within  ten (10) business days after request,
whichever  is  sooner ("Mandatory Redemption Payment Date"). Upon receipt of the
Mandatory Redemption Payment, the corresponding Debenture principal and interest
will  be  deemed  paid  and  no longer outstanding. In accordance with the above
payment  schedule,  the Company may, any time at its option, redeem for cash all
or  any  part of the Debenture and any accrued interest thereon at a price equal
to one hundred fifty percent (150%) of the outstanding principal amount.

     G.  Buy-In.  In addition to any other rights available to the Purchaser, if
the  Company  fails  to deliver to the Purchaser such Common Stock issuable upon
conversion  of  a Debenture or exercise of a Warrant by the Delivery Date and if
ten (10) days after the Delivery Date the Purchaser purchases (in an open market

<PAGE>

transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale  by  the  Purchaser  of  the  Common  Stock which the Purchaser anticipated
receiving  upon such conversion (a "Buy-In"), then the Company shall pay in cash
to  the  Purchaser  (in  addition to any remedies available to or elected by the
Purchaser)  the  amount  by  which  (A)  the  Purchaser's  total  purchase price
(including  brokerage  commissions,  if  any)  for the shares of Common Stock so
purchased  exceeds  (B)  the  aggregate  principal and/or interest amount of the
Debenture  or  Warrant  for  which  such  conversion  or exercise was not timely
honored,  together  with  interest  thereon at a rate of 15% per annum, accruing
until such amount and any accrued interest thereon is paid in full (which amount
shall  be  paid as liquidated damages and not as a penalty). For example, if the
Purchaser  purchases  shares  of  Common  Stock having a total purchase price of
$11,000  to cover a Buy-In with respect to an attempted conversion of $10,000 of
Debenture or Warrant principal and/or interest, the Company shall be required to
pay the Purchaser $1,000, plus interest. The Purchaser shall provide the Company
written notice indicating the amounts payable to the Purchaser in respect of the
Buy-In.

     H.  The  Securities  shall  be  delivered  by  the Company to the Purchaser
pursuant  to  Section  I.C.  hereof on a "delivery-against-payment basis" at the
Closing.

     I.  Adjustment of Exercise Price and Number of Shares. The Conversion Price
and  the  number  of  shares  of  Common  Stock  subject  to the Debentures (the
"Debenture Stock") shall be subject to adjustment from time to time as follows

          1. Subdivision or Combination of Stock. If at any time or from time to
     time  after the date of the Debentures (the "Issue Date") the Company shall
     subdivide  its  outstanding shares of Debenture Stock, the Conversion Price
     in  effect  immediately  prior  to  such  issuance  or subdivision shall be
     proportionately  reduced.  If  the outstanding shares of Debenture Stock of
     the  Company  shall  be  combined  into  a  smaller  number  of shares, the
     Conversion  Price  in effect immediately prior to such combination shall be
     proportionately increased

          2.  Adjustment  for  Stock  Dividends. If and whenever at any time the
     Company  shall  declare  a dividend or make any other distribution upon any
     class  or  series  of  stock  of the Company payable in shares of Debenture
     Stock  or  securities  convertible  into  shares  of  Debenture  Stock, the
     Conversion  Price  and the number of shares to be obtained upon exercise of
     the Debentures shall be proportionately adjusted to reflect the issuance of
     any  shares  of  Debenture Stock or convertible securities, as the case may
     be, issuable in payment of such dividend or distribution.

          3. Adjustment for Reclassifications. In case, at any time prior to the
     Debentures  being  paid  in  full,  the  Company   undertakes  any  capital
     reorganization,  reclassification of the Debenture Stock, the consolidation
     or  merger  of  the  Company with or into another corporation (other than a
     consolidation or merger in which the Company is the surviving corporation),
     or  of  the  sale  or  other  disposition  of  all or substantially all the
     properties  and  assets of the Company in its entirety to any other person,
     the  Debentures  shall,   after  such   reorganization,   reclassification,
     consolidation, merger, sale or other disposition (a "Reclassification"), be
     exercisable so that upon conversion each Creditor shall procure, in lieu of
     each  share  of  Debenture  Stock,  the kind and amount of shares of stock,

<PAGE>

     other  securities,  money or property receivable upon such Reclassification
     by the holder of one share issuable upon exercise of the Debentures had the
     Debentures been exercised immediately prior to such Reclassification at the
     price  that  would  have been effective prior to such Reclassification. The
     provisions  of  this  Paragraph  I.3  shall  similarly  apply to successive
     Reclassifications.

          4.  Anti-dilution  Adjustment.  If and whenever after the date hereof,
     the  Company  shall  issue  or  sell  any  shares of its common stock for a
     consideration  per  share  less  than  the  Conversion   Price   in  effect
     immediately  prior  to  the  time  of  issue  or  sale,  then forthwith the
     Conversion  Price shall be reduced to the prices (calculated to the nearest
     tenth  of  a cent) determined by dividing (1) an amount equal to the sum of
     (aa)  the  number  of  Common  Shares outstanding immediately prior to such
     issue  or  sale (assuming the conversion of all securities convertible into
     Common  Shares)  multiplied  by  the Conversion Price in effect immediately
     prior  to  such issue or sale, and (bb) the consideration, if any, received
     and  deemed  received  by  the  Company upon such issue or sale, by (2) the
     total  number  of  Common  Shares   outstanding   and   deemed  outstanding
     immediately  after  such  issue  or  sale.  No adjustment of the Conversion
     Price,  however,  shall  be made in an amount less that $.01 per share, but
     any  such  lesser  adjustment shall be carried forward and shall be made at
     the  time  and  together with the next subsequent adjustment which together
     with  any  adjustments so carried forward shall amount to $.01 per share or
     more.

          5.  Minimal  Adjustments. No adjustment in the Conversion Price and/or
     the  number  of shares of Debenture Stock subject to the Debentures need be
     made if such adjustment would result in a change in the Conversion Price of
     less than one cent ($0.0001) or a change in the number of subject shares of
     less  than  one-  hundredth  (1/100th) of a share. Any adjustment less than
     these  amounts which is not made shall be carried forward and shall be made
     at  the  time  of  and  together with any subsequent adjustment which, on a
     cumulative basis, amounts to an adjustment of at least these amounts.

          6.  Certificate  as  to  Adjustments.  Upon  the  occurrence  of  each
     adjustment  or  readjustment of the Conversion Price hereto, the Company at
     its  expense,  shall  promptly  compute  such adjustment or readjustment in
     accordance  with  the  terms  hereof and prepare and furnish to Purchaser a
     certificate  setting  forth  such adjustment or readjustment and showing in
     detail  the  facts upon which such adjustment or readjustment is based. The
     Company  shall,  upon  written request at any time of Purchaser, furnish or
     cause  to  be  furnished  to Purchaser a like certificate setting forth (i)
     such  adjustments  and  readjustments,  (ii)  the then effective Conversion
     Price and number of shares of Debenture Stock subject to the Debenture, and
     (iii) the then effective amount of securities (other than Debenture Shares)
     and  other  property,  if any, which would be received upon exercise of the
     Debenture.

VI.     CLOSING  DATE;  EXPENSES;  FEES

     The  Closing  shall  occur  on  or  before           2005 at the offices of
                                               ----------
               by  the  delivery:  (i)  to  the  Purchaser  of  the  certificate
--------------
evidencing  the  Debenture,  the  Warrant  and  all  other agreements referenced

<PAGE>

herein,  and  (ii)  to the Company the Purchase Price.  As a commitment fee, the
Company  shall  issue to the Purchaser, at Closing, 22,500,000 restricted shares
of  the Company's common stock which shall have "piggy-back" registration rights
or,  at  the  Company's  option,  3%  of  the  Purchase Price payable in cash at
closing.  In  addition,  the  Company shall reimburse the Purchaser, at Closing,
for  up  to $10,000 for legal fees and expenses incurred in connection with this
transaction.

     VII. CONDITIONS TO THE COMPANY'S OBLIGATIONS

     Purchaser  understands  that the Company's obligation to sell the Debenture
on the Closing Date to Purchaser pursuant to this Agreement is conditioned upon:

     A.   Delivery by Purchaser to the Company of the Purchase Price;

     B.  The  accuracy on the Closing Date of the representations and warranties
of  Purchaser contained in this Agreement as if made on the Closing Date (except
for  representations  and  warranties which, by their express terms, speak as of
and relate to a specified date, in which case such accuracy shall be measured as
of  such  specified  date)  and  the  performance  by  Purchaser in all material
respects  on  or  before  the  Closing  Date  of all covenants and agreements of
Purchaser required to be performed by it pursuant to this Agreement on or before
the Closing Date; and

     C.  There shall not be in effect any Law or order, ruling, judgment or writ
of  any  court  or  public  or  governmental authority restraining, enjoining or
otherwise prohibiting any of the transactions contemplated by this Agreement.

VIII.     CONDITIONS  TO  PURCHASER'S  OBLIGATIONS

     The  Company  understands  that  Purchaser's  obligation  to  purchase  the
Securities  on  the Closing Date pursuant to this Agreement is conditioned upon:

     A.  Delivery  by  the  Company  of the Debenture, the Warrant, the fees and
expenses  set  forth  in  Article  VI  above and the other agreements referenced
herein (I/N/O Purchaser or I/N/O Purchaser's nominee);

     B.  The  accuracy on the Closing Date of the representations and warranties
of  the  Company  contained  in  this  Agreement  as if made on the Closing Date
(except  for representations and warranties which, by their express terms, speak
as  of  and  relate  to  a  specified date, in which case such accuracy shall be
measured  as  of  such specified date) and the performance by the Company in all
respects  on  or  before the Closing Date of all covenants and agreements of the
Company  required  to be performed by it pursuant to this Agreement on or before
the  Closing  Date,  all of which shall be confirmed to Purchaser by delivery of
the certificate of the chief executive officer of the Company to that effect;

     C.  There  not having occurred (i) any general suspension of trading in, or
limitation  on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii)
the declaration of a banking moratorium or any suspension of payments in respect
of  banks  in  the  United  States,  (iii)  the  commencement  of  a  war, armed
hostilities  or  other international or national calamity directly or indirectly

<PAGE>

involving  the  United  States  or  any  of  its  territories,  protectorates or
possessions  or  (iv)  in the case of the foregoing existing at the date of this
Agreement, a material acceleration or worsening thereof;

     D.  There  not having occurred any event or development, and there being in
existence  no condition, having or which reasonably and foreseeably could have a
Material Adverse Effect;

     E. There shall not be in effect any Law, order, ruling, judgment or writ of
any  court  or  public  or  governmental  authority  restraining,  enjoining  or
otherwise prohibiting any of the transactions contemplated by this Agreement;

     F.  The Company shall have obtained all consents, approvals or waivers from
governmental authorities and third persons necessary for the execution, delivery
and  performance of the Documents and the transactions contemplated thereby, all
without material cost to the Company;

     G.  Purchaser  shall have received such additional documents, certificates,
payment,  assignments, transfers and other deliveries as it or its legal counsel
may  reasonably request, including due diligence documents, and as are customary
to effect a closing of the matters herein contemplated;

     H.  Delivery  by  the Company of an enforceability opinion from its outside
counsel in form and substance satisfactory to Purchaser.

     IX.  SURVIVAL; INDEMNIFICATION

     A.  The  representations,  warranties  and  covenants  made  by each of the
Company  and  Purchaser  in  this Agreement, the annexes, schedules and exhibits
hereto  and  in  each  instrument,  agreement  and  certificate entered into and
delivered  by  them pursuant to this Agreement shall survive the Closing and the
consummation  of  the transactions contemplated hereby. In the event of a breach
or  violation of any of such representations, warranties or covenants, the party
to  whom such representations, warranties or covenants have been made shall have
all  rights  and remedies for such breach or violation available to it under the
provisions  of  this  Agreement  or  otherwise,  whether  at  law  or in equity,
irrespective of any investigation made by or on behalf of such party on or prior
to the Closing Date.

     B.  The Company hereby agrees to indemnify and hold harmless Purchaser, its
affiliates  and  their  respective  officers,  directors,  partners  and members
(collectively, the "PURCHASER INDEMNITEES") from and against any and all losses,
claims,   damages,   judgments,    penalties,   liabilities   and   deficiencies
(collectively,  "LOSSES")  and agrees to reimburse Purchaser Indemnitees for all
out-of-pocket  expenses  (including  the fees and expenses of legal counsel), in
each  case  promptly  as  incurred  by  Purchaser  Indemnitees and to the extent
arising out of or in connection with:

          1.  any  misrepresentation,  omission  of fact or breach of any of the
     Company's  representations or warranties contained in this Agreement or the
     other Documents, or the annexes, schedules or exhibits hereto or thereto or

<PAGE>

     any  instrument,  agreement or certificate entered into or delivered by the
     Company pursuant to this Agreement or the other Documents;

          2.  any  failure  by  the  Company  to  perform  any of its covenants,
     agreements,  undertakings or obligations set forth in this Agreement or the
     other Documents or any instrument, certificate or agreement entered into or
     delivered by the Company pursuant to this Agreement or the other Documents;

          3. the purchase of the Debenture, the conversion of the Debenture, the
     payment  of  interest on the Debenture, the issuance of the Warrant Shares,
     the consummation of the transactions contemplated by this Agreement and the
     other  Documents,  the  use of any of the proceeds of the Purchase Price by
     the Company, the purchase or ownership of any or all of the Securities, the
     performance by the parties hereto of their respective obligations hereunder
     and  under  the   Documents   or  any   claim,  litigation,  investigation,
     proceedings  or  governmental  action  relating  to  any  of the foregoing,
     whether  or  not  Purchaser   is  a  party   thereto,   except   that  such
     Indemnification  shall not extend to the willful or negligent wrongdoing by
     Purchaser through no fault of the Company; or

          4.  resales  of  the  Common  Stock  by Purchaser in the manner and as
     contemplated by this Agreement.

     C.  Purchaser hereby agrees to indemnify and hold harmless the Company, its
Affiliates  and  their  respective  officers,  directors,  partners  and members
(collectively,  the  "COMPANY INDEMNITEES") from and against any and all Losses,
and  agrees  to reimburse the Company Indemnitees for all out-of-pocket expenses
(including  the  fees  and  expenses of legal counsel), in each case promptly as
incurred  by  the  Company  Indemnitees  and  to the extent arising out of or in
connection with:

          1.  any  misrepresentation,  omission  of  fact  or  breach  of any of
     Purchaser's  representations  or  warranties contained in this Agreement or
     the  other  Documents,  or  the  annexes,  schedules  or exhibits hereto or
     thereto  or  any  instrument,  agreement  or  certificate  entered  into or
     delivered  by  Purchaser pursuant to this Agreement or the other Documents;
     or

          2.  any failure by Purchaser to perform in any material respect any of
     its  covenants,  agreements,  undertakings or obligations set forth in this
     Agreement  or  the  other  Documents  or  any  instrument,  certificate  or
     agreement entered into or delivered by Purchaser pursuant to this Agreement
     or the other Documents.

     D.  Promptly  after  receipt by either party hereto seeking indemnification
pursuant  to  this  Article IX (an "INDEMNIFIED PARTY") of written notice of any
investigation,  claim,   proceeding   or  other   action  in  respect  of  which
indemnification  is  being  sought  (each,  a  "CLAIM"),  the  Indemnified Party
promptly  shall  notify  the party against whom indemnification pursuant to this
Article  IX  is  being  sought  (the  "INDEMNIFYING  PARTY") of the commencement
thereof,  but the omission so to notify the Indemnifying Party shall not relieve
it from any liability that it otherwise may have to the Indemnified Party except
to  the extent that the Indemnifying Party is materially prejudiced and forfeits
substantive rights or defenses by reason of such failure. In connection with any
Claim  as  to  which  both  the Indemnifying Party and the Indemnified Party are
parties, the Indemnifying Party shall be entitled to assume the defense thereof.

<PAGE>

Notwithstanding  the  assumption of the defense of any Claim by the Indemnifying
Party,  the  Indemnified  Party  shall  have  the right to employ separate legal
counsel  and  to  participate in the defense of such Claim, and the Indemnifying
Party  shall  bear the reasonable fees, out-of-pocket costs and expenses of such
separate  legal  counsel  to  the  Indemnified  Party  if (and only if): (x) the
Indemnifying  Party  shall have agreed to pay such fees, out-of-pocket costs and
expenses,  (y) the Indemnified Party and the Indemnifying Party reasonably shall
have concluded that representation of the Indemnified Party and the Indemnifying
Party  by  the  same legal counsel would not be appropriate due to actual or, as
reasonably  determined  by  legal  counsel to the Indemnified Party, potentially
differing  interests  between such parties in the conduct of the defense of such
Claim, or if there may be legal defenses available to the Indemnified Party that
are  in  addition to or disparate from those available to the Indemnifying Party
or  (z)  the  Indemnifying  Party  shall  have  failed  to  employ legal counsel
reasonably  satisfactory  to the Indemnified Party within a reasonable period of
time  after  notice  of the commencement of such Claim. If the Indemnified Party
employs  separate  legal  counsel  in  circumstances  other than as described in
clauses  (x),  (y)  or  (z)  above,  the  fees, costs and expenses of such legal
counsel  shall be borne exclusively by the Indemnified Party. Except as provided
above,  the  Indemnifying  Party  shall not, in connection with any Claim in the
same  jurisdiction, be liable for the fees and expenses of more than one firm of
legal  counsel  for  the  Indemnified  Party  (together  with  appropriate local
counsel). The Indemnifying Party shall not, without the prior written consent of
the Indemnified Party (which consent shall not unreasonably be withheld), settle
or  compromise  any  Claim or consent to the entry of any judgment that does not
include  an  unconditional release of the Indemnified Party from all liabilities
with respect to such Claim or judgment.

     E. In the event one party hereunder should have a claim for indemnification
that  does  not  involve  a claim or demand being asserted by a third party, the
Indemnified  Party  promptly  shall   deliver   notice  of  such  claim  to  the
Indemnifying  Party.  If  the Indemnified Party disputes the claim, such dispute
shall  be  resolved  by  mutual  agreement  of  the  Indemnified  Party  and the
Indemnifying  Party  or  by binding arbitration conducted in accordance with the
procedures  and rules of the American Arbitration Association. Judgment upon any
award  rendered  by any arbitrators may be entered in any court having competent
jurisdiction thereof.

     X. GOVERNING LAW

     This  Agreement shall be governed by and interpreted in accordance with the
laws  of  the State of Florida without regard to the conflicts of law principles
of  such  state.

     XI. SUBMISSION TO JURISDICTION

     Each  of  the  parties hereto consents to the exclusive jurisdiction of the
federal courts whose districts encompass any part of the City of          or the
                                                                ----------
state  courts  of the State of            sitting in the City of              in
                              -----------                       -------------
connection  with  any  dispute  arising  under  this  Agreement  and  the  other
Documents.  Each  party hereto hereby irrevocably and unconditionally waives, to
the  fullest  extent  it  may  effectively do so, any defense of an inconvenient

<PAGE>

forum  or  improper venue to the maintenance of such action or proceeding in any
such court and any right of jurisdiction on account of its place of residence or
domicile.  Each  party  hereto  irrevocably  and unconditionally consents to the
service  of  any and all process in any such action or proceeding in such courts
by the mailing of copies of such process by registered or certified mail (return
receipt  requested),  postage prepaid, at its address specified in Article XVII.
Each  party hereto agrees that a final judgment in any such action or proceeding
shall  be  conclusive  and may be enforced in other jurisdictions by suit on the
judgment  or  in  any  other  manner  provided  by  law.

     XII. WAIVER OF JURY TRIAL

     TO  THE  FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY
KNOWINGLY,  VOLUNTARILY AND INTENTIONALLY WAIVES ITS RESPECTIVE RIGHTS TO A JURY
TRIAL  OF  ANY  CLAIM  OR  CAUSE  OF  ACTION  BASED  UPON OR ARISING OUT OF THIS
AGREEMENT  OR  ANY  OTHER  DOCUMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT  MATTER  OF  THIS  AGREEMENT AND OTHER DOCUMENTS.  EACH PARTY HERETO (I)
CERTIFIES  THAT NEITHER OF THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT
OF  LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT
IT  HAS  BEEN  INDUCED  TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
MUTUAL  WAIVERS  AND  CERTIFICATIONS  HEREIN.

     XIII. COUNTERPARTS; EXECUTION

     This  Agreement  may  be  executed  in  counterparts, each of which when so
executed  and  delivered  shall  be  an original, but both of which counterparts
shall together constitute one and the same instrument.  A facsimile transmission
of  this  signed  Agreement  shall  be legal and binding on both parties hereto.

     XIV. HEADINGS

     The  headings  of this Agreement are for convenience of reference and shall
not  form  part  of,  or  affect  the  interpretation  of,  this  Agreement.

     XV. SEVERABILITY

     In  the event any one or more of the provisions contained in this Agreement
or  in  the  other Documents should be held invalid, illegal or unenforceable in
any  respect,  the  validity,  legality  and  enforceability  of  the  remaining
provisions  contained  herein  or  therein  shall  not in any way be affected or
impaired  thereby.  The  parties  shall  endeavor  in good-faith negotiations to
replace  the invalid, illegal or unenforceable provisions with valid provisions,
the  economic effect of which comes as close as possible to that of the invalid,
illegal  or  unenforceable  provisions.

<PAGE>

     XVI. ENTIRE AGREEMENT; REMEDIES, AMENDMENTS AND WAIVERS

     This  Agreement  and  the Documents constitute the entire agreement between
the  parties  hereto  pertaining  to the subject matter hereof and supersede all
prior  agreements, understandings, negotiations and discussions, whether oral or
written,  of  such  parties.  No  supplement,  modification  or  waiver  of this
Agreement  shall  be  binding  unless  executed  in writing by both parties.  No
waiver  of  any  of  the  provisions  of this Agreement shall be deemed or shall
constitute  a waiver of any other provision hereof (whether or not similar), nor
shall  such  waiver  constitute  a  continuing waiver unless otherwise expressly
provided.

     XVII. NOTICES

     Except   as  may  be   otherwise  provided  herein,  any  notice  or  other
communication  or  delivery  required or permitted hereunder shall be in writing
and  shall  be  delivered  personally,  or  sent  by  telecopier machine or by a
nationally  recognized overnight courier service, and shall be deemed given when
so  delivered  personally, or by telecopier machine or overnight courier service
as  follows:

     A.     If  to  the  Company,  to:

     World  Golf  League,  Inc.
     2139  State  Road  434,  Suite  101,
     Longwood,  Florida  32779
     Telephone:     407-331-6272
     Facsimile:
               -----------------
     ATTN:
          ----------------------

          If  to  Purchaser,  to:

     DLC  Capital  Group,  LLC.
     4400  Route  9,  Suite  1000,
     Freehold,  New  Jersey  07728
     Telephone:
               ------------------
     Facsimile:
               ------------------
     ATTN: Joseph  Fierro

     The  Company  or Purchaser may change the foregoing address by notice given
pursuant  to  this  Article  XVI.

     XVIII. CONFIDENTIALITY

     Each  of  the  Company and Purchaser agrees to keep confidential and not to
disclose  to  or  use  for  the  benefit  of  any  third party the terms of this
Agreement  or  any  other  information  which at any time is communicated by the
other  party  as  being  confidential  without the prior written approval of the
other  party;  provide,  however,  that  this  provision  shall   not  apply  to
information  which,  at  the  time  of disclosure, is already part of the public
domain (except by breach of this Agreement) and information which is required to
be  disclosed by law (including, without limitation, pursuant to Item 601(b)(10)
of  Regulation  S-K  under  the  Securities  Act  and  the  Exchange  Act).

<PAGE>

     XIX. ASSIGNMENT

     This  Agreement  shall  not  be assignable by either of the parties hereto.

     IN  WITNESS  WHEREOF, the parties hereto have duly caused this Agreement to
be executed and delivered on the date first above written.


World Golf League, Inc.                         DLC Capital Group, LLC.

By: /s/ MICHAEL PAGNANO                         By: /s/ JOSEPH FIERRO
    -------------------                             -----------------

Name: Michael Pagnano                           Name: Joseph Fierro

Title: President                                Title: CEO

<PAGE>