EXHIBIT 4.4



                          REGISTRATION RIGHTS AGREEMENT
     Registration  Rights  Agreement  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 located at
4400  Route  9,  Suite  1000,     Freehold,  New  Jersey  07728  (the "HOLDER").

                                    RECITALS
     A.     Upon  the  terms  and  subject  to  the conditions of the Securities
Purchase Agreement dated as of even date herewith, by and between the Holder and
the  Company  (the  "SECURITIES  PURCHASE AGREEMENT"), the Company has agreed to
issue  and  sell  to the Holder a Convertible Debenture (the "DEBENTURE") of the
Company  in  the  aggregate  principal  amount of Seven Hundred Thousand Dollars
($700,000.00)  which,  upon the terms of and subject to the conditions contained
therein,  is  convertible into shares of the Company's Common Stock (the "COMMON
STOCK")  and  a  Warrant  to  purchase  shares (the "WARRANTS") of the Company's
Common  Stock  (the  "WARRANT  SHARES");  and

     B.  To  induce  the  Holder  to execute and deliver the Securities Purchase
Agreement,  the  Company  has agreed to provide with respect to the Common Stock
issued  upon  conversion  of  the  Debenture  and  the  Warrant  Shares  certain
registration rights under the Securities Act;

     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:

     1.   Definitions

     (A) As used in this Agreement, the following terms shall have the meanings:

          (1)  "AFFILIATE"  of  any  specified Person means any other Person who
     directly,  or  indirectly through one or more intermediaries, is in control
     of,  is  controlled  by,  or  is  under common control with, such specified
     Person.  For  purposes  of  this  definition, control of a Person means the
     power,  directly  or  indirectly,  to  direct or cause the direction of the
     management  and  policies  of  such  Person whether by contract, securities
     ownership  or  otherwise; and the terms "CONTROLLING" and "CONTROLLED" have
     the respective meanings correlative to the foregoing.

          (2) "CLOSING DATE" means the date of this Agreement.

          (3) "COMMISSION" means the Securities and Exchange Commission.

          (4)  "EXCHANGE  ACT"  means  the  Securities  Exchange Act of 1934, as
     amended, and the rules and regulations of the Commission thereunder, or any
     similar successor statute.

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          (5) "INVESTOR" means each of the Holder and any transferee or assignee
     of  Registrable Securities which agrees to become bound by all of the terms
     and provisions of  this  Agreement  in  accordance  with  Section 8 hereof.

          (6)  "PERSON"  means any individual, partnership, corporation, limited
     liability  company, joint stock company, association, trust, unincorporated
     organization,  or  a government or agency or political subdivision thereof.

          (7)  "PROSPECTUS" means the prospectus (including, without limitation,
     any  preliminary prospectus and any final prospectus filed pursuant to Rule
     424(b)  under  the  Securities Act, including any prospectus that discloses
     information  previously  omitted  from  a  prospectus  filed  as part of an
     effective  registration  statement  in  reliance  on  Rule  430A  under the
     Securities  Act)  included  in  the  Registration  Statement, as amended or
     supplemented  by any prospectus supplement with respect to the terms of the
     offering  of  any  portion  of  the  Registrable  Securities covered by the
     Registration  Statement and by all other amendments and supplements to such
     prospectus,  including  all  material  incorporated  by  reference  in such
     prospectus and all documents filed after the date of such prospectus by the
     Company under the Exchange Act and incorporated by reference therein.

          (8)  "PUBLIC  OFFERING"  means an offer registered with the Commission
     and  the  appropriate  state  securities  commissions by the Company of its
     Common Stock and made pursuant to the Securities Act.

          (9) "REGISTRABLE SECURITIES" means the Common Stock issued or issuable
     (i)  upon  conversion  or redemption of the Debenture, (ii) exercise of the
     Warrant  (iii) pursuant to the terms and provisions of the Debenture or the
     Securities  Purchase  Agreement,  (iv) in connection with any distribution,
     recapitalization,  stock-split,  stock  adjustment or reorganization of the
     Company;  provided,  however,  a  share of Common Stock shall cease to be a
               --------   -------
     Registrable  Security for purposes of this Agreement when it no longer is a
     Restricted Security.

          (10)  "REGISTRATION  STATEMENT"  means a registration statement of the
     Company filed on an appropriate form under the Securities Act providing for
     the  registration  of, and the sale on a continuous or delayed basis by the
     holders  of,  all  of the Registrable Securities pursuant to Rule 415 under
     the  Securities Act, including the Prospectus contained therein and forming
     a  part  thereof,  any  amendments  to  such  registration   statement  and
     supplements  to  such  Prospectus,  and  all exhibits to and other material
     incorporated by reference in such registration statement and Prospectus.

          (11) "RESTRICTED SECURITY" means any share of Common Stock issued upon
     conversion  or redemption of the Debenture or Warrant except any such share
     that  (i)  has  been  registered  pursuant  to  an  effective  registration
     statement under the Securities Act and sold in a manner contemplated by the
     prospectus  included  in  such   registration   statement,  (ii)  has  been
     transferred  in compliance with the resale provisions of Rule 144 under the
     Securities  Act  (or  any  successor  provision thereto) or is transferable
     pursuant  to  paragraph  (k)  of  Rule 144 under the Securities Act (or any
     successor  provision thereto) or (iii) otherwise has been transferred and a
     new  share  of  Common Stock not subject to transfer restrictions under the
     Securities Act has been delivered by or on behalf of the Company.

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          (12)  "SECURITIES  ACT"  means the Securities Act of 1933, as amended,
     and  the rules and regulations of the Commission thereunder, or any similar
     successor statute.

     (B)     All  capitalized  terms  used  and  not  defined  herein  have  the
respective  meaning assigned to them in the Securities Purchase Agreement or the
Debenture.

     2.     Registration
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     (A)  FILING  AND EFFECTIVENESS OF REGISTRATION STATEMENT. The Company shall
prepare  and  file  with  the  Commission  within  30 days hereof a Registration
Statement relating to the offer and sale of the Registrable Securities and shall
use  its  best  efforts  to  cause  the  Commission to declare such Registration
Statement  effective  under the Securities Act as promptly as practicable but in
no  event  later  than  the  Deadline (as defined in the Debenture). The initial
Registration  Statement  shall register a minimum of one billion (1,000,000,000)
shares of Registrable Securities. The Company shall promptly (and, in any event,
no  more  than  24 hours after it receives comments from the Commission), notify
the  Holder  when  and  if  it  receives any comments from the Commission on the
Registration Statement and promptly forward a copy of such comments, if they are
in  writing,  to  the  Holder. At such time after the filing of the Registration
Statement  pursuant  to  this  Section  2(A) as the Commission indicates, either
orally  or  in  writing,  that  it  has no further comments with respect to such
Registration  Statement  or that it is willing to entertain appropriate requests
for  acceleration  of  effectiveness of such Registration Statement, the Company
shall  promptly,  and in no event later than two (2) business days after receipt
of  such  indication from the Commission, request that the effectiveness of such
Registration  Statement  be  accelerated. The Company shall notify the Holder by
written  notice  that such Registration Statement has been declared effective by
the Commission within 24 hours of such declaration by the Commission.

     (B)  ELIGIBILITY FOR USE OF FORM S-3 OR AN SB-2. The Company agrees that at
such  time  as  it  meets  all  the requirements for the use of a Securities Act
Registration  Statement  on  Form  S-3  or  SB-2,  it shall file all reports and
information  required  to  be filed by it with the Commission in a timely manner
and take all such other action so as to maintain such eligibility for the use of
such form.

     (C)  ADDITIONAL  REGISTRATION  STATEMENT.  In  the event the Current Market
Price  declines  to  a  price  per share the result of which is that the Company
cannot  satisfy  its  conversion  obligations  to  Holder hereunder, the Company
shall,  to  the  extent  required  by the Securities Act (because the additional
shares  were not covered by the Registration Statement filed pursuant to Section
2(a)),  as  reasonably determined by the Holder, file an additional Registration
Statement  with  the  Commission  for  such  additional  number  of  Registrable
Securities  as  would  be  issuable  upon  conversion  of   the  Debenture  (the
"ADDITIONAL REGISTRABLE SECURITIES") in addition to those previously registered.
The  Company  shall use its best efforts to cause the Commission to declare such
Registration  Statement  effective  under  the  Securities  Act  as  promptly as
practicable.  The  Company  shall  not  include  any  other  securities  in  the
Registration  Statement  relating  to  the  offer  and  sale  of such Additional
Registrable Securities.

     (D)  PIGGYBACK REGISTRATION RIGHTS. (i) If the Company proposes to register
any  of  its  warrants,  Common Stock or any other shares of common stock of the
Company  under  the Securities Act (other than a registration (A) on Form S-8 or
S-4 or any successor or similar forms, (B) relating to Common Stock or any other

<PAGE>

shares  of  common stock of the Company issuable upon exercise of employee share
options  or  in  connection  with  any  employee  benefit or similar plan of the
Company  or  (C)  in  connection  with  a  direct or indirect acquisition by the
Company  of another Person or any transaction with respect to which Rule 145 (or
any  successor  provision) under the Securities Act applies), whether or not for
sale  for its own account, it will each such time, give prompt written notice at
least 20 days prior to the anticipated filing date of the registration statement
relating  to  such  registration  to each Investor, which notice shall set forth
such Investor's rights under this Section 2(D) and shall offer such Investor the
opportunity to include in such registration statement such number of Registrable
Securities  as  such  Investor  may  request.  Upon  the  written request of any
Investor made within 10 days after the receipt of notice from the Company (which
request  shall  specify  the  number  of  Registrable  Securities intended to be
disposed  of  by such Investor), the Company will use its best efforts to effect
the registration under the Securities Act of all Registrable Securities that the
Company  has  been  so  requested  to  register  by each Investor, to the extent
requisite  to  permit  the  disposition  of  the Registrable Securities so to be
registered;  provided,  however, that (A) if such registration involves a Public
             -------    ------
Offering, each Investor must sell its Registrable Securities to any underwriters
selected  by the Company with the consent of such Investor on the same terms and
conditions  as apply to the Company and (B) if, at any time after giving written
notice  of its intention to register any Registrable Securities pursuant to this
Section 2 and prior to the effective date of the registration statement filed in
connection  with  such  registration, the Company shall determine for any reason
not  to  register  such  Registrable  Securities, the Company shall give written
notice  to  each Investor and, thereupon, shall be relieved of its obligation to
register  any  Registrable  Securities in connection with such registration. The
Company's  obligations  under this Section 2(D) shall terminate on the date that
the  registration  statement  to  be  filed  in  accordance with Section 2(A) is
declared effective by the Commission.

          (ii) If a registration pursuant to this Section 2(D) involves a Public
     Offering  and the managing underwriter thereof advises the Company that, in
     its  view,  the  number  of shares of Common Stock that the Company and the
     Investors intend to include in such registration exceeds the largest number
     of shares of Common Stock that can be sold without having an adverse effect
     on  such  Public  Offering  (the "MAXIMUM OFFERING SIZE"), the Company will
     include  in such registration only such number of shares of Common Stock as
     does  not exceed the Maximum Offering Size, and the number of shares in the
     Maximum  Offering  Size shall be allocated among the Company, the Investors
     and any other sellers of Common Stock in such Public Offering ("THIRD-PARTY
     SELLERS"),  first,  pro  rata  among  the Investors until all the shares of
     Common  Stock  originally  proposed to be offered for sale by the Investors
     have  been  allocated,  and  second,  pro  rata  among  the Company and any
     Third-Party  Sellers,  in  each case on the basis of the relative number of
     shares  of  Common  Stock  originally proposed to be offered for sale under
     such registration by each of the Investors, the Company and the Third-Party
     Sellers,  as the case may be. If as a result of the proration provisions of
     this  Section  2(D)(ii),  any  Investor is not entitled to include all such
     Registrable  Securities  in  such  registration, such Investor may elect to
     withdraw  its  request  to  include  any  Registrable  Securities  in  such
     registration.  With respect to registrations pursuant to this Section 2(D),
     the  number   of   securities   required   to   satisfy  any  underwriters'
     over-allotment  option  shall be allocated among the Company, the Investors
     and  any Third Party Seller pro rata on the basis of the relative number of
     securities  offered  for  sale  under  such  registration  by  each  of the
     Investors, the Company and any such Third Party Sellers before the exercise
     of such over-allotment option.

<PAGE>

     3.     Obligations of the Company
            --------------------------

     In  connection  with  the  registration  of the Registrable Securities, the
Company  shall:

     (A)  Promptly  (i)  prepare  and  file  with the Commission such amendments
(including  post-effective  amendments)  to   the  Registration   Statement  and
supplements  to  the  Prospectus  as  may  be necessary to keep the Registration
Statement  continuously  effective  and in compliance with the provisions of the
Securities  Act  applicable  thereto so as to permit the Prospectus forming part
thereof  to  be  current and useable by Investors for resales of the Registrable
Securities for a period of two (2) years from the date on which the Registration
Statement  is  first declared effective by the Commission (the "EFFECTIVE TIME")
or  such  shorter period that will terminate when all the Registrable Securities
covered  by  the  Registration  Statement  have  been  sold  pursuant thereto in
accordance with the plan of distribution provided in the Prospectus, transferred
pursuant  to  Rule  144  under  the Securities Act or otherwise transferred in a
manner  that  results  in the delivery of new securities not subject to transfer
restrictions  under the Securities Act (the "REGISTRATION PERIOD") and (ii) take
all  lawful  action  such  that  each  of (A) the Registration Statement and any
amendment  thereto  does  not,  when  it  becomes  effective,  contain an untrue
statement  of  a  material  fact or omit to state a material fact required to be
stated  therein  or necessary to make the statements therein, not misleading and
(B) the Prospectus forming part of the Registration Statement, and any amendment
or  supplement  thereto,  does  not  at  any time during the Registration Period
include  an untrue statement of a material fact or omit to state a material fact
required  to  be  stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading;

     (B)  During  the  Registration  Period,  comply  with the provisions of the
Securities Act with respect to the Registrable Securities of the Company covered
by  the  Registration  Statement  until  such  time  as  all of such Registrable
Securities  have  been  disposed  of  in accordance with the intended methods of
disposition  by the Investors as set forth in the Prospectus forming part of the
Registration Statement;

     (C)  (i)  Prior  to  the  filing  with  the  Commission of any Registration
Statement (including any amendments thereto) and the distribution or delivery of
any  Prospectus  (including  any  supplements thereto), provide (A) draft copies
thereof  to the Investors and reflect in such documents all such comments as the
Investors  (and their counsel) reasonably may propose and (B) to the Investors a
copy  of  the  accountant's consent letter to be included in the filing and (ii)
furnish  to  each  Investor  whose  Registrable  Securities  are included in the
Registration  Statement  and  its  legal  counsel identified to the Company, (A)
promptly  after  the  same  is prepared and publicly distributed, filed with the
Commission,  or received by the Company, one copy of the Registration Statement,
each Prospectus, and each amendment or supplement thereto and (B) such number of
copies  of  the  Prospectus  and all amendments and supplements thereto and such
other  documents, as such Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Investor;

     (D)  (i)  Register  or  qualify  the  Registrable Securities covered by the
Registration  Statement  under  such  securities  or  "blue  sky"  laws  of such
jurisdictions  as  the  Investors  who  hold  a   majority-in-interest   of  the
Registrable  Securities  being offered reasonably request, (ii) prepare and file
in  such jurisdictions such amendments (including post-effective amendments) and

<PAGE>

supplements  to  such  registrations  and  qualifications as may be necessary to
maintain  the effectiveness thereof at all times during the Registration Period,
(iii)  take  all  such other lawful actions as may be necessary to maintain such
registrations  and qualifications in effect at all times during the Registration
Period  and  (iv)  take  all  such  other lawful actions reasonably necessary or
advisable  to qualify the Registrable Securities for sale in such jurisdictions;
provided,  however,  that  the  Company  shall  not  be  required  in connection
--------   -------
therewith  or  as  a  condition  thereto  to  (A)  qualify to do business in any
jurisdiction  where  it  would not otherwise be required to qualify but for this
Section 3(D), (B) subject itself to general taxation in any such jurisdiction or
(C) file a general consent to service of process in any such jurisdiction;

     (E)  As  promptly as practicable after becoming aware of such event, notify
each  Investor  of  the  occurrence  of  any  event,  as  a  result of which the
Prospectus  included  in the Registration Statement, 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, in
light  of  the  circumstances  under  which  they were made, not misleading, and
promptly  prepare  an  amendment to the Registration Statement and supplement to
the  Prospectus  to  correct  such  untrue  statement or omission, and deliver a
number  of  copies  of  such  supplement  and amendment to each Investor as such
Investor may reasonably request;

     (F)  As  promptly as practicable after becoming aware of such event, notify
each  Investor  who holds Registrable Securities being sold (or, in the event of
an  underwritten  offering,  the  managing  underwriters) of the issuance by the
Commission  of  any  stop  order or other suspension of the effectiveness of the
Registration  Statement at the earliest possible time and take all lawful action
to  effect  the  withdrawal,  rescission  or removal of such stop order or other
suspension;

     (G)  Cause  all  the  Registrable  Securities  covered  by the Registration
Statement  to  be  included  in an inter-dealer quotation system of a registered
national  securities association, on or in which securities of the same class or
series issued by the Company are then listed or included;

     (H)  Maintain a transfer agent and registrar, which may be a single entity,
for  the  Registrable  Securities  not  later  than  the  effective  date of the
Registration Statement;

     (I)  Cooperate  with  the  Investors  who hold Registrable Securities being
offered  to  facilitate  the timely preparation and delivery of certificates for
the  Registrable Securities to be offered pursuant to the registration statement
and  enable  such  certificates  for  the  Registrable  Securities to be in such
denominations  or  amounts,  as the case may be, as the Investors reasonably may
request  and  registered  in such names as the Investor may request; and, within
three  (3)  business  days  after  a   registration   statement  which  includes
Registrable  Securities  is  declared  effective  by the Commission, deliver and
cause legal counsel selected by the Company to deliver to the transfer agent for
the  Registrable  Securities  (with  copies  to  the Investors whose Registrable
Securities  are  included   in  such   registration  statement)  an  appropriate
instruction and, to the extent necessary, an opinion of such counsel;

     (J) Take all such other lawful actions reasonably necessary to expedite and
facilitate  the  disposition by the Investors of their Registrable Securities in
accordance  with  the intended methods therefor provided in the Prospectus which
are customary under the circumstances;

<PAGE>

     (K)     Make  generally  available  to  its  security  holders  as  soon as
practicable,  but  in  any  event  not later than three (3) months after (i) the
effective  date  (as  defined  in  Rule  158(c) under the Securities Act) of the
Registration  Statement  and  (ii)  the  effective  date  of each post-effective
amendment  to  the  Registration  Statement,  as  the  case  may be, an earnings
statement  of  the Company and its subsidiaries complying with Section 11 (a) of
the  Securities  Act  and the rules and regulations of the Commission thereunder
(including,  at  the  option  of  the  Company,  Rule  158);

     (L)  In  the  event  of  an  underwritten  offering,  promptly  include  or
incorporate  in  a  Prospectus  supplement  or  post-effective  amendment to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all  required  filings of such Prospectus supplement or post-effective amendment
as  soon  as  practicable  after it is notified of the matters to be included or
incorporated in such Prospectus supplement or post-effective amendment;

     (M)  (i)  Make  reasonably  available  for  inspection  by  Investors,  any
underwriter  participating  in  any  disposition  pursuant  to  the Registration
Statement,  and  any  attorney,  accountant  or  other  agent  retained  by such
Investors  or  any  such  underwriter  all relevant financial and other records,
pertinent  corporate   documents   and   properties   of  the  Company  and  its
subsidiaries,  and (ii) cause the Company's officers, directors and employees to
supply  all  information  reasonably  requested  by  such  Investors or any such
underwriter,  attorney,  accountant or agent in connection with the Registration
Statement, in each case, as is customary for similar due diligence examinations;
provided,  however,  that  all  records,  information  and  documents  that  are
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designated  in  writing  by  the  Company,  in   good  faith,  as  confidential,
proprietary  or  containing  any  material  nonpublic  information shall be kept
confidential by such Investors and any such underwriter, attorney, accountant or
agent  (pursuant  to an appropriate confidentiality agreement in the case of any
such  holder  or  agent),  unless  such  disclosure is made pursuant to judicial
process  in  a  court  proceeding (after first giving the Company an opportunity
promptly  to  seek  a  protective  order  or  otherwise  limit  the scope of the
information  sought  to  be  disclosed)  or is required by law, or such records,
information  or  documents become available to the public generally or through a
third  party  not in violation of an accompanying obligation of confidentiality;
and  provided,  further,  that,  if  the  foregoing  inspection  and information
gathering  would  otherwise  disrupt the Company's conduct of its business, such
inspection  and  information gathering shall, to the maximum extent possible, be
coordinated on behalf of the Investors and the other parties entitled thereto by
one  firm  of counsel designated by and on behalf of the majority in interest of
Investors and other parties;

     (N) In connection with any underwritten offering, make such representations
and  warranties to the Investors participating in such underwritten offering and
to  the  managers,  in  form, substance and scope as are customarily made by the
Company to underwriters in secondary underwritten offerings;

     (O)  In  connection  with  any  underwritten  offering,  obtain opinions of
counsel  to  the  Company  (which  counsel  and  opinions  (in  form,  scope and
substance)  shall  be  reasonably satisfactory to the managers) addressed to the
underwriters,  covering  such  matters  as  are  customarily covered in opinions
requested  in secondary underwritten offerings (it being agreed that the matters
to be covered by such opinions shall include, without limitation, as of the date
of  the  opinion  and  as of the Effective Time of the Registration Statement or

<PAGE>

most  recent  post-effective  amendment thereto, as the case may be, the absence
from  the  Registration  Statement  and  the Prospectus, including any documents
incorporated  by reference therein, of an untrue statement of a material fact or
the  omission  of  a material fact required to be stated therein or necessary to
make  the  statements  therein  (in  the case of the Prospectus, in light of the
circumstances  under  which they were made) not misleading, subject to customary
limitations);

     (P)  In  connection  with  any underwritten offering, obtain "cold comfort"
letters  and  updates  thereof  from  the  independent public accountants of the
Company  (and,  if  necessary,  from  the  independent public accountants of any
subsidiary  of  the  Company or of any business acquired by the Company, in each
case  for  which financial statements and financial data are, or are required to
be,  included  in  the  Registration  Statement),  addressed to each underwriter
participating  in  such  underwritten offering (if such underwriter has provided
such  letter,  representations  or documentation, if any, required for such cold
comfort  letter  to  be so addressed), in customary form and covering matters of
the  type  customarily  covered  in  "cold  comfort"  letters in connection with
secondary underwritten offerings;

     (Q)  In  connection  with any underwritten offering, deliver such documents
and certificates as may be reasonably required by the managers, if any, and

     (R)  In  the event that any broker-dealer registered under the Exchange Act
shall  be  an  "AFFILIATE"  (as  defined  in  Rule  2729(b)(1)  of the rules and
regulations  of  the National Association of Securities Dealers, Inc. (the "NASD
RULES")  (or any successor provision thereto)) of the Company or has a "CONFLICT
OF  INTEREST" (as defined in Rule 2720(b)(7) of the NASD Rules (or any successor
provision  thereto))  and  such broker-dealer shall underwrite, participate as a
member  of  an  underwriting  syndicate  or  selling  group  or  assist  in  the
distribution  of  any  Registrable  Securities   covered  by   the  Registration
Statement,  whether  as  a  holder  of  such  Registrable  Securities  or  as an
underwriter,  a  placement  or  sales  agent  or  a  broker or dealer in respect
thereof,  or otherwise, the Company shall assist such broker-dealer in complying
with  the  requirements of the NASD Rules, including, without limitation, by (A)
engaging  a  "QUALIFIED INDEPENDENT UNDERWRITER" (as defined in Rule 2720(b)(15)
of  the  NASD  Rules (or any successor provision thereto)) to participate in the
preparation  of  the  Registration   Statement  relating   to  such  Registrable
Securities,  to exercise usual standards of due diligence in respect thereof and
to  recommend  the  public  offering  price  of such Registrable Securities, (B)
indemnifying  such  qualified  independent  underwriter  to  the  extent  of the
indemnification  of  underwriters provided in Section 6 hereof and (C) providing
such  information  to  such  broker-dealer  as may be required in order for such
broker-dealer to comply with the requirements of the NASD Rules.

     4.     Obligations of the Investors
            ----------------------------

     In  connection  with  the  registration  of the Registrable Securities, the
Investors  shall  have  the  following  obligations:

     (A)  It shall be a condition precedent to the obligations of the Company to
complete  the  registration  pursuant  to  this  Agreement  with  respect to the
Registrable Securities of a particular Investor that such Investor shall furnish
to  the  Company  such  information regarding itself, the Registrable Securities
held  by it and the intended method of disposition of the Registrable Securities
held  by  it  as shall be reasonably required to effect the registration of such

<PAGE>

Registrable  Securities and shall execute such documents in connection with such
registration as the Company may reasonably request;

     (B) Each Investor by its acceptance of the Registrable Securities agrees to
cooperate  with the Company in connection with the preparation and filing of the
Registration  Statement hereunder, unless such Investor has notified the Company
in writing of its election to exclude all of its Registrable Securities from the
Registration Statement; and

     (C)  Each Investor agrees that, upon receipt of any notice from the Company
of the occurrence of any event of the kind described in Section 3(E) or 3(F), it
shall immediately discontinue its disposition of Registrable Securities pursuant
to  the  Registration  Statement covering such Registrable Securities until such
Investor's  receipt  of  the  copies  of  the supplemented or amended Prospectus
contemplated  by  Section 3(E) and, if so directed by the Company, such Investor
shall  deliver  to  the  Company (at the expense of the Company) or destroy (and
deliver  to  the  Company  a  certificate  of  destruction)  all  copies in such
Investor's  possession,  of  the Prospectus covering such Registrable Securities
current at the time of receipt of such notice.

     5.     Expenses of Registration
            ------------------------

     All  expenses,  other than underwriting discounts and commissions, incurred
in  connection with registrations, filings or qualifications pursuant to Section
3,  but  including,  without   limitation,   all   registration,   listing,  and
qualifications  fees, printing and engraving fees, accounting fees, and the fees
and disbursements of counsel for the Company shall be borne by the Company.

     6.     Indemnification and Contribution
            --------------------------------

     (A)     INDEMNIFICATION  BY  THE  COMPANY.  The Company shall indemnify and
hold  harmless  each  Investor  (each  such  person  being sometimes hereinafter
referred  to  as  an  "INDEMNIFIED PERSON") from and against any losses, claims,
damages  or  liabilities, joint or several, to which such Indemnified Person may
become  subject  under  the Securities Act or otherwise, insofar as such losses,
claims,  damages  or liabilities (or actions in respect thereof) arise out of or
are  based  upon  an  untrue  statement  of  a  material  fact  contained in any
Registration  Statement  or  an  omission or alleged omission to state therein a
material  fact required to be stated therein or necessary to make the statements
therein,  not  misleading, or arise out of or are based upon an untrue statement
of  a  material  fact  contained  in  any  Prospectus  or an omission or alleged
omission  to  state  therein  a  material  fact required to be stated therein or
necessary  to  make  the  statements  therein, in the light of the circumstances
under  which  they  were  made, not misleading; and the Company hereby agrees to
reimburse  such  Indemnified  Person for all reasonable legal and other expenses
incurred  by  them in connection with investigating or defending any such action
or  claim  as  and  when such expenses are incurred; provided, however, that the
                                                     --------  -------
Company  shall  not be liable to any such Indemnified Person in any such case to
the  extent  that  any such loss, claim, damage or liability arises out of or is
based  upon  (i)  an untrue statement or alleged untrue statement made in, or an
omission  or alleged omission from, such Registration Statement or Prospectus in
reliance  upon  and  in  conformity  with  written  information furnished to the
Company by such Indemnified Person expressly for use therein or (ii) in the case
of  the occurrence of an event of the type specified in Section 3(E), the use by
the  Indemnified Person of an outdated or defective Prospectus after the Company

<PAGE>

has  provided  to  such  Indemnified Person an updated Prospectus correcting the
untrue  statement  or  alleged  untrue statement or omission or alleged omission
giving  rise  to  such  loss,  claim,  damage  or  liability.

     (B)  NOTICE  OF  CLAIMS,  ETC.  Promptly  after  receipt by a party seeking
indemnification  pursuant  to this Section 6 (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
Section  6  is  being  sought  (the  "INDEMNIFYING  PARTY")  of the commencement
thereof;  but the omission to so 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  and  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. 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, costs
and  expenses,  (y)  the  Indemnified  Party  and  the  Indemnifying Party shall
reasonably  have  concluded  that representation of the Indemnified Party by 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  counsel  for  the  Indemnified  Party (together with appropriate local
counsel).  The Indemnified Party shall not, without the prior written consent of
the  Indemnifying  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  Indemnifying  Party  from all
liabilities with respect to such Claim or judgment.

     (C)  CONTRIBUTION. If the indemnification provided for in this Section 6 is
unavailable  to  or  insufficient  to  hold harmless an Indemnified Person under
subsection  (A)  above  in respect of any losses, claims, damages or liabilities
(or  actions  in  respect  thereof)  referred to therein, then each Indemnifying
Party  shall  contribute to the amount paid or payable by such Indemnified Party
as  a  result  of  such  losses,  claims,  damages or liabilities (or actions in
respect  thereof)  in  such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party and the Indemnified Party in connection with the
statements  or  omissions  which  resulted  in  such  losses, claims, damages or
liabilities  (or  actions  in  respect  thereof),  as well as any other relevant
equitable  considerations.  The  relative  fault  of such Indemnifying Party and
Indemnified  Party  shall  be  determined  by  reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged  omission  to  state  a material fact relates to information supplied by

<PAGE>

such  Indemnifying Party or by such Indemnified Party, and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement  or omission. The parties hereto agree that it would not be just
and  equitable  if contribution pursuant to this Section 6(D) were determined by
pro  rata  allocation (even if the Investors or any underwriters were treated as
one entity for such purpose) or by any other method of allocation which does not
take  account  of the equitable considerations referred to in this Section 6(D).
The  amount  paid  or payable by an Indemnified Party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
shall  be  deemed  to  include  any  legal  or other fees or expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending
any  such  action  or  claim.  No  person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from   any   person  who   was  not  guilty  of  such  fraudulent
misrepresentation. The obligations of the Investors and any underwriters in this
Section  6(D)  to contribute shall be several in proportion to the percentage of
Registrable  Securities  registered or underwritten, as the case may be, by them
and not joint.

     (D)  Notwithstanding  any  other  provision  of this Section 6, in no event
shall  any  (i)  Investor be required to undertake liability to any person under
this Section 6 for any amounts in excess of the dollar amount of the proceeds to
be  received  by  such  Investor  from  the  sale of such Investor's Registrable
Securities  (after  deducting  any  fees,  discounts  and commissions applicable
thereto)  pursuant  to  any  Registration Statement under which such Registrable
Securities are to be registered under the Securities Act and (ii) underwriter be
required  to  undertake  liability  to  any  Person hereunder for any amounts in
excess  of  the  aggregate discount, commission or other compensation payable to
such  underwriter  with respect to the Registrable Securities underwritten by it
and distributed pursuant to the Registration Statement.

     (E)  The  obligations  of  the  Company  under  this  Section 6 shall be in
addition  to  any  liability  which  the  Company  may  otherwise  have  to  any
Indemnified  Person  and  the  obligations  of any Indemnified Person under this
Section  6  shall  be in addition to any liability which such Indemnified Person
may  otherwise  have to the Company. The remedies provided in this Section 6 are
not  exclusive and shall not limit any rights or remedies which may otherwise be
available to an indemnified party at law or in equity.

     7.     Rule 144
            --------

     With  a  view to making available to the Investors the benefits of Rule 144
under  the  Securities  Act  or  any  other  similar  rule  or regulation of the
Commission  that  may at any time permit the Investors to sell securities of the
Company  to  the public without registration ("RULE 144"), the Company agrees to
use  its  best  efforts  to:

     (1)     comply  with  the  provisions  of paragraph (c) (1) of Rule 144 and

     (2)  file  with  the  Commission  in  a timely manner all reports and other
documents  required  to  be filed by the Company pursuant to Section 13 or 15(d)
under  the  Exchange  Act;  and,  if at any time it is not required to file such
reports  but in the past had been required to or did file such reports, it will,
upon  the  request of any Investor, make available other information as required
by,  and  so  long  as  necessary to permit sales of, its Registrable Securities
pursuant to Rule 144.

<PAGE>

     8.     Assignment
            ----------

     The  rights to have the Company register Registrable Securities pursuant to
this Agreement shall be automatically assigned by the Investors to any permitted
transferee  of  all or any portion of such Registrable Securities (or all or any
portion  of  the  Debenture  or Warrant of the Company which is convertible into
such  securities) only if (a) the Investor agrees in writing with the transferee
or  assignee to assign such rights, and a copy of such agreement is furnished to
the  Company within a reasonable time after such assignment, (b) the Company is,
within  a  reasonable  time  after  such  transfer or assignment, furnished with
written  notice  of  (i) the name and address of such transferee or assignee and
(ii)  the  securities  with  respect to which such registration rights are being
transferred  or assigned, (c) immediately following such transfer or assignment,
the  securities  so  transferred  or  assigned  to  the  transferee  or assignee
constitute  Restricted  Securities  and  (d)  at  or before the time the Company
received  the  written  notice  contemplated  by clause (b) of this sentence the
transferee  or assignee agrees in writing with the Company to be bound by all of
the  provisions  contained  herein.

     9.     Amendment and Waiver
            --------------------

     Any  provision  of this Agreement may be amended and the observance thereof
may  be  waived  (either  generally  or  in  a  particular  instance  and either
retroactively  or  prospectively),  only with the written consent of the Company
and  Investors  who  hold  a majority-in-interest of the Registrable Securities.
Any  amendment  or  waiver  effected  in accordance with this Section 9 shall be
binding  upon  each  Investor  and  the  Company.

     10.     Changes in Common Stock
             -----------------------

     If,  and  as  often as, there are any changes in the Common Stock by way of
stock  split, stock dividend, reverse split, combination or reclassification, or
through  merger,  consolidation,  reorganization  or recapitalization, or by any
other  means,  appropriate adjustment shall be made in the provisions hereof, as
may be required, so that the rights and privileges granted hereby shall continue
with  respect  to  the  Common  Stock  as  so  changed.

     11.     Miscellaneous
             -------------

     (A)     A  person  or  entity shall be deemed to be a holder of Registrable
Securities  whenever  such  person  or  entity  owns  of record such Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two  or  more  persons  or  entities  with  respect to the same
Registrable  Securities,  the  Company shall act upon the basis of instructions,
notice  or  election  received  from  the  registered  owner of such Registrable
Securities.

     (B)  If,  after  the  date hereof and prior to the Commission declaring the
Registration  Statement to be filed pursuant to Section 2(a) effective under the
Securities  Act,  the  Company grants to any Person any registration rights with
respect  to any Company securities which are more favorable to such other Person
than  those  provided  in this Agreement, then the Company forthwith shall grant
(by means of an amendment to this Agreement or otherwise) identical registration
rights to all Investors hereunder.

     (C)  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

<PAGE>

nationally  recognized overnight courier service, and shall be deemed given when
so  delivered  personally, or by telecopier machine or overnight courier service
as follows:

     (1)  If to the Company, to:

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

     (2)  If to the Holder, to:

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

      (3)     If  to  any other Investor, at such address as such Investor shall
have  provided  in  writing  to  the  Company.

The  Company,  the  Holder  or  any Investor may change the foregoing address by
notice  given  pursuant  to  this  Section  11(C).

     (D)  Failure  of  any  party  to  exercise  any  right or remedy under this
Agreement  or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

     (E)  This Agreement shall be governed by and interpreted in accordance with
the  laws  of  the  State  of  Florida.  Each  of  the  parties  consents to the
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  hereby  waives,  to  the  maximum  extent  permitted  by law, any objection
including  any  objection  based on forum non conveniens, to the bringing of any
such proceeding in such jurisdictions.

     (F) Should any party hereto employ an attorney for the purpose of enforcing
or  construing  this  Agreement, or any judgment based on this Agreement, in any
legal  proceeding  whatsoever,  including  insolvency,  bankruptcy, arbitration,
declaratory  relief  or other litigation, the prevailing party shall be entitled
to  receive  from  the  other  party  or  parties  thereto reimbursement for all
reasonable  attorneys'  fees and all reasonable costs, including but not limited
to  service  of  process,  filing   fees,   court  and   court  reporter  costs,
investigative  costs,  expert  witness  fees, and the cost of any bonds, whether
taxable or not, and that such reimbursement shall be included in any judgment or

<PAGE>

final  order  issued  in that proceeding. The "prevailing party" means the party
determined  by  the  court to most nearly prevail and not necessarily the one in
whose favor a judgment is rendered.

     (G)  The  remedies  provided  in  this  Agreement  are  cumulative  and not
exclusive  of  any remedies provided by law. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants  and  restrictions  set  forth  herein  shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall  use their best efforts to find and employ an alternative means to
achieve  the  same or substantially the same result as that contemplated by such
term,  provision,  covenant or restriction. It is hereby stipulated and declared
to  be  the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

     (H)  The  Company  shall  not  enter into any agreement with respect to its
securities  that  is  inconsistent  with  the  rights  granted to the holders of
Registrable  Securities  in  this  Agreement  or  otherwise  conflicts  with the
provisions  hereof.  The  Company  is  not  currently  a  party to any agreement
granting  any  registration  rights with respect to any of its securities to any
person  which  conflicts  with  the Company's obligations hereunder or gives any
other  party  the  right to include any securities in any Registration Statement
filed  pursuant  hereto,  except  for  such  rights  and  conflicts as have been
irrevocably  waived.  Without  limiting the generality of the foregoing, without
the  written consent of the holders of a majority in interest of the Registrable
Securities, the Company shall not grant to any person the right to request it to
register  any  of  its  securities under the Securities Act unless the rights so
granted  are  subject  in  all  respect  to  the  prior rights of the holders of
Registrable  Securities  set  forth herein, and are not otherwise in conflict or
inconsistent  with  the  provisions  of  this Agreement. The restrictions on the
Company's  rights  to  grant  registration  rights  under  this  paragraph shall
terminate on the date the Registration Statement to be filed pursuant to Section
2(A) is declared effective by the Commission.

     (I)  This  Agreement,  the Securities Purchase Agreement, the Debenture and
the  Warrant  to  Purchase Common Stock, of even date herewith among the Company
and  the  Holder  constitute  the entire agreement among the parties hereto with
respect  to  the  subject  matter  hereof.  There are no restrictions, promises,
warranties  or  undertakings,  other than those set forth or referred to herein.
These  Agreements  supersede  all  prior  agreements  and undertakings among the
parties hereto with respect to the subject matter hereof.

     (J)  Subject  to the requirements of Section 8 hereof, this Agreement shall
inure  to  the benefit of and be binding upon the successors and assigns of each
of the parties hereto.

     (K)  All  pronouns  and  any  variations  thereof  refer  to the masculine,
feminine or neuter, singular or plural, as the context may require.

     (L)  The  headings  in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning thereof.

     (M) The Company acknowledges that any failure by the Company to perform its
obligations  under  Section 3, or any delay in such performance, could result in
direct  damages to the Investors and the Company agrees that, in addition to any

<PAGE>

other liability the Company may have by reason of any such failure or delay, the
Company shall be liable for all direct damages caused by such  failure or delay.

     (N)  This Agreement may be executed in counterparts, each of which shall be
deemed  an  original  but  both  of  which  shall  constitute  one  and the same
agreement.  A facsimile transmission of this signed Agreement shall be legal and
binding on 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>