EXHIBIT  4.2



THIS  SECURITY  HAS  NOT  BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED  (THE  "SECURITIES  ACT"),  OR  THE SECURITIES LAWS OF ANY STATE, AND IS
BEING  OFFERED  AND  SOLD  PURSUANT  TO  AN  EXEMPTION  FROM  THE   REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  THIS SECURITY MAY NOT BE SOLD
OR  TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES  ACT  OR  PURSUANT  TO  AN  AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS  OF  THE  SECURITIES  ACT  OR  SUCH  OTHER  LAWS.

                            8 % CONVERTIBLE DEBENTURE

COMPANY:  World  Golf  League,  Inc.
COMPANY  ADDRESS:  2139  State  Road  434,  Suite  101,  Longwood, Florida 32779
CLOSING  DATE:  OCTOBER  13,  2005
MATURITY  DATE:           ,  200
               ----------       ---
PRINCIPAL  AMOUNT  (MAXIMUM):  $700,000.00
FIRST  PAYMENT  DUE  DATE:         ,  200
                          ---------      ---

     World  Golf  League,  Inc.,  a  Delaware  corporation, and any successor or
resulting  corporation  by way of merger, consolidation, sale or exchange of all
or  substantially  all  of  the  assets or otherwise  (the "COMPANY"), for value
received,  hereby  promises  to  pay  to the Holder (as such term is hereinafter
defined),  or such other Person (as such term is hereinafter defined) upon order
of  the  Holder,  on  the  Maturity  Date, the Principal Amount (as such term is
hereinafter  defined), as such sum may be adjusted pursuant to Article 3, and to
pay  interest thereon from the Closing Date, monthly in arrears, on the 15th day
of  each  month  (each  an  "INTEREST  PAYMENT  DUE  DATE" and collectively, the
"INTEREST  PAYMENT DUE DATES"), commencing on the First Payment Due Date, at the
rate  of eight percent (8%) per annum (the "DEBENTURE INTEREST RATE"), until the
Principal  Amount of this Debenture has been paid in full.  All interest payable
on  the Principal Amount of this Debenture shall be calculated on the basis of a
360-day year for the actual number of days elapsed.  Payment of interest on this
Debenture  shall be in cash or, at the option of the Holder, in shares of Common
Stock  of the Company valued at the then applicable Conversion Price (as defined
herein).  This  Debenture  may not be prepaid without the written consent of the
Holder.

                                    ARTICLE 1
                                   DEFINITIONS

     SECTION  1.1     Definitions.  The  terms  defined in this Article whenever
                      -----------
used  in  this  Debenture  have  the  following  respective  meanings:

     (i)  "AFFILIATE"  has the meaning ascribed to such term in Rule 12b-2 under
the Securities Exchange Act of 1934, as amended.

     (ii)  "BANKRUPTCY CODE" means the United States Bankruptcy Code of 1986, as
amended (11 U.S.C. Sec.Sec. 101 et. seq.).
                                --  ---

<PAGE>

     (iii)  "BUSINESS DAY" means a day other than Saturday, Sunday or any day on
which  banks  located  in the State of California are authorized or obligated to
close.

     (iv)  "CAPITAL  SHARES"  means the Common Stock and any other shares of any
other  class or series of capital stock, whether now or hereafter authorized and
however  designated,  which have the right to participate in the distribution of
earnings  and  assets  (upon  dissolution,  liquidation  or  winding-up)  of the
Company.

     (v)  "COMMON SHARES" or "COMMON STOCK" means shares of the Company's Common
Stock.

     (vi)  "COMMON  STOCK ISSUED AT CONVERSION", when used with reference to the
securities  deliverable  upon  conversion  of  this  Debenture, means all Common
Shares  now or hereafter Outstanding and securities of any other class or series
into  which  this  Debenture  hereafter  shall have been changed or substituted,
whether now or hereafter created and however designated.

     (vii)  "CONVERSION"  or  "CONVERSION" means the repayment by the Company of
the  Principal Amount of this Debenture (and, to the extent the Holder elects as
permitted  by  Section 3.1, accrued and unpaid interest thereon) by the delivery
of  Common  Stock  on  the  terms  provided  in  Section  3.2,   and  "CONVERT,"
"CONVERTED," "CONVERTIBLE" and like words shall have a corresponding meaning.

     (viii)  "CONVERSION  DATE" means any day on which all or any portion of the
Principal  Amount  of  this  Debenture  is  converted  in  accordance  with  the
provisions hereof.

     (ix) "CONVERSION NOTICE" means a written notice of conversion substantially
in the form annexed hereto as Exhibit A.
                              ---------

     (x)  "CONVERSION  PRICE"  on any date of determination means the applicable
price for the conversion of this Debenture into Common Shares on such day as set
forth in Section 3.1(a).

     (xi)  "CURRENT MARKET PRICE" on any date of determination means the closing
price  of  a  Common Share on such day as reported on the NASDAQ OTCBB Exchange;
provided that,  if  such  security is  not  listed or admitted to trading on the
-------
NASDAQ  OTCBB,  as  reported  on  the  principal  national  security exchange or
quotation  system  on  which  such  security  is quoted or listed or admitted to
trading,  or,  if  not  quoted  or listed or admitted to trading on any national
securities  exchange or quotation system, the closing bid price of such security
on  the  over-the-counter market on the day in question as reported by Bloomberg
LP or a similar generally accepted reporting service, as the case may be.

     (xii) "DEADLINE" means the date that is the 90th day from the Closing Date,
provided,  however,  the Deadline shall be extended by such time as is necessary
for  the Company to respond to comments by the SEC, so long as the Company files
the  appropriate  registration  statement within 30 days of the Closing Date and
thereafter  responds  to  all  SEC  comments  within 10 business days of receipt
thereof.

<PAGE>

     (xiii)  "DEBENTURE" or "DEBENTURES" means this Convertible Debenture of the
Company or such other convertible debenture(s) exchanged therefor as provided in
Section 2.1.

     (xiv) "DISCOUNT MULTIPLIER" has the meaning set forth in Section 3.1(a).

     (xv) "EVENT OF DEFAULT" has the meaning set forth in Section 6.1.

     (xvi) "HOLDER" means DLC Capital Group, LLC, a New Jersey limited liability
company,  any  successor  thereto,  or  any  Person  to  whom  this Debenture is
subsequently transferred in accordance with the provisions hereof.

     (xvii) "INTEREST PAYMENT DUE DATE" has the meaning set forth in the opening
paragraph of this Debenture.

     (xviii)  "MARKET  DISRUPTION  EVENT"  means  any  event  that  results in a
material suspension or limitation of trading of the Common Shares.

     (xix)  "MARKET PRICE" per Common Share means the lowest price of the Common
Shares during any Trading Day as reported on the NASDAQ OTCBB; provided that, if
                                                               --------
such  security  is  not  listed  or  admitted to trading on the NASDAQ OTCBB, as
reported  on  the  principal  national  security exchange or quotation system on
which  such  security  is  quoted  or  listed or admitted to trading, or, if not
quoted  or  listed or admitted to trading on any national securities exchange or
quotation  system,  the lowest price of the Common Shares during any Trading Day
on  the  over-the-counter  market  as  reported  by  Bloomberg  LP  or a similar
generally accepted reporting service, as the case may be.

     (xx) "MAXIMUM RATE" has the meaning set forth in Section 6.4.

     (xxi)  "OUTSTANDING"  when  used with reference to Common Shares or Capital
Shares  (collectively, "SHARES") means, on any date of determination, all issued
and  outstanding  Shares,  and  includes  all such Shares issuable in respect of
outstanding  scrip or any certificates representing fractional interests in such
Shares;  provided, however, that any such Shares directly or indirectly owned or
         --------  -------
held by or for the account of the Company or any Subsidiary of the Company shall
not be deemed "OUTSTANDING" for purposes hereof.

     (xxii)  "PERSON"  means  an  individual,  a  corporation, a partnership, an
association,   a  limited   liability   company,   an   unincorporated  business
organization,  a  trust  or  other entity or organization, and any government or
political subdivision or any agency or instrumentality thereof.

     (xxiii)  "PRINCIPAL  AMOUNT"  means,  for  any  date  of  calculation,  the
principal  sum set forth in the first paragraph of this Debenture (but only such
principal  amount  as  to which the Holder has (a) actually advanced pursuant to
the  Securities  Purchase  Agreement,  and  (b)  not   theretofore  furnished  a
Conversion Notice in compliance with Section 3.2).

<PAGE>

     (xxiv)  "REGISTRATION  RIGHTS  AGREEMENT"  means  that certain Registration
Rights Agreement of even date herewith by and between the Company and Holder, as
the same may be amended from time to time.

     (xxv) "SEC" means the United States Securities and Exchange Commission.

     (xxvi)  "SECURITIES  ACT" means the Securities Act of 1933, as amended, and
the rules and regulations of the SEC  thereunder,  all as in effect at the time.

     (xxvii)  "SECURITIES  PURCHASE  AGREEMENT"  means  that  certain Securities
Purchase Agreement of even date herewith by and among the Company and Holder, as
the same may be amended from time to time.

     (xxviii)  "SUBSIDIARY"  means  any  entity  of  which  securities  or other
ownership  interests  having  ordinary  voting  power to elect a majority of the
board  of  directors  or  other  persons  performing similar functions are owned
directly or indirectly by the Company.

     (xxix)  "TRADING  DAY"  means  any  day on which (i) purchases and sales of
securities  on  the  principal national security exchange or quotation system on
which  the  Common  Shares are traded are reported thereon, or, if not quoted or
listed  or  admitted to trading on any national securities exchange or quotation
system,  as  reported  by Bloomberg LP or a similar generally accepted reporting
service,  as  the  case  may be, (ii) at least one bid for the trading of Common
Shares is reported and (iii) no Market Disruption Event occurs.

     (xxx)  "VOLUME  WEIGHTED  AVERAGE  PRICE" per Common Share means the volume
weighted  average  price of the Common Shares during any Trading Day as reported
on  the  NASDAQ OTCBB; provided that, if such security is not listed or admitted
                       --------
to  trading  on the NASDAQ OTCBB, as reported on the principal national security
exchange  or  quotation  system  on  which  such security is quoted or listed or
admitted  to  trading, or, if not quoted or listed or admitted to trading on any
national  securities  exchange  or quotation system, the volume weighted average
price of the Common Shares during any Trading Day on the over-the-counter market
as  reported  by Bloomberg LP or a similar generally accepted reporting service,
as the case may be.

     All  references to "cash" or "$" herein means currency of the United States
of  America.

                                    ARTICLE 2
                        EXCHANGES, TRANSFER AND REPAYMENT

     SECTION  2.1  Registration  of Transfer of Debentures. This Debenture, when
                   ---------------------------------------
presented for registration of transfer, shall (if so required by the Company) be
duly  endorsed,  or  be  accompanied by a written instrument of transfer in form
reasonably  satisfactory  to  the  Company  duly  executed,  by  the Holder duly
authorized in writing.

     SECTION 2.2 Loss, Theft, Destruction of Debenture. Upon receipt of evidence
                 -------------------------------------
satisfactory  to  the  Company  of the loss, theft, destruction or mutilation of
this  Debenture  and,  in  the case of any such loss, theft or destruction, upon
receipt  of indemnity or security reasonably satisfactory to the Company, or, in

<PAGE>

the  case  of  any  such  mutilation,  upon  surrender  and cancellation of this
Debenture,  the  Company  shall  make,  issue and deliver, in lieu of such lost,
stolen,  destroyed  or  mutilated  Debenture,  a new Debenture of like tenor and
unpaid Principal Amount dated as of the date hereof (which shall accrue interest
from  the most recent Interest Payment Due Date on which an interest payment was
made in full). This Debenture shall be held and owned upon the express condition
that  the  provisions  of  this  Section  2.2  are exclusive with respect to the
replacement  of  a  mutilated,  destroyed,  lost  or  stolen Debenture and shall
preclude  any  and  all  other  rights  and  remedies notwithstanding any law or
statute  existing  or  hereafter  enacted  to  the  contrary with respect to the
replacement  of negotiable instruments or other securities without the surrender
thereof.

     SECTION  2.3  Who Deemed Absolute Owner. The Company may deem the Person in
                   -------------------------
whose  name  this  Debenture  shall be registered upon the registry books of the
Company  to  be,  and  may  treat  it  as,  the absolute owner of this Debenture
(whether  or  not  this Debenture shall be overdue) for the purpose of receiving
payment  of  or  on  account  of the Principal Amount of this Debenture, for the
conversion  of  this Debenture and for all other purposes, and the Company shall
not  be  affected  by  any  notice  to  the contrary. All such payments and such
conversions  shall be valid and effectual to satisfy and discharge the liability
upon  this  Debenture to the extent of the sum or sums so paid or the conversion
or conversions so made.

     SECTION  2.4 Repayment at Maturity. At the Maturity Date, the Company shall
                  ---------------------
repay  the  outstanding  Principal  Amount  of  this Debenture in whole in cash,
together  with all accrued and unpaid interest thereon, in cash, to the Maturity
Date.

                                    ARTICLE 3
                             CONVERSION OF DEBENTURE

     SECTION  3.1  Conversion;  Conversion  Price;  Valuation  Event. (a) At the
                   -------------------------------------------------
option  of  the  Holder,  this Debenture may be converted, either in whole or in
part,  up  to the full Principal Amount hereof into Common Shares (calculated as
to each such conversion to the nearest 1/100th of a share), at any time and from
time  to  time  on any Business Day, subject to compliance with Section 3.2. The
number  of  Common Shares into which this Debenture may be converted is equal to
the  dollar  amount  of  the Debenture being converted divided by the Conversion
Price.  In addition, the Company shall pay to the Holder on the Conversion Date,
any accrued and unpaid interest on the Debenture being converted not included at
the  option  of  the Holder in clause (i) of the immediately preceding sentence.
The  holder  has  the option to collect said interest (a) in cash, or (b) into a
number  of  Common  Shares  using said interest divided by Conversion Price. The
"CONVERSION PRICE" shall be equal to the lesser of (i) $0.25, or (ii) 70% of the
average  of  the  5  lowest Volume Weighted Average Prices during the 20 Trading
Days  prior to Holder's election to convert, or (iii) 70% of the Volume Weighted
Average  Price  on  the  Trading  Day prior to Holder's election to convert (the
percentage  figure  being  a "DISCOUNT MULTIPLIER"); provided, that in the event
                                                     --------
the  Registration  Statement  has  not been declared effective by the SEC by the
Deadline  then  the  applicable  Discount  Multiplier  shall  decrease  by three
percentage  points  for each month or partial month occurring after the Deadline
that  the  Registration  Statement  is  not  effective  or,  if the Registration
Statement  has  theretofore  been  declared  effective  but  is  not  thereafter
effective,  then  the  applicable  Discount  Multiplier  shall decrease by three
percentage  points  for  each  week or partial week occurring after the Deadline

<PAGE>

that  the  Registration  Statement  is  not  effective.  In  addition,   if  the
Registration  Statement  has  theretofore  been  declared  effective  but is not
thereafter effective, Holder, at its option, shall be entitled to the Conversion
Price  on the date that the Registration Statement is no longer effective, for a
period  beginning  on  the  date  that  the  Registration  Statement is declared
effective  and  continuing  for the number of days that a Registration Statement
was not effective.

Beginning  in  the first full calendar month after the Registration Statement is
declared  effective;  Holder  shall convert at least 5% of the face value of the
Debenture  per  calendar  month into Common Shares of the Company, provided that
the  Common  Shares  are  available,  registered  and freely tradable. If Holder
converts  more than 5% of the face value of the Debenture in any calendar month,
the excess over 5% shall be credited against the next month's minimum conversion
amount. In the event Holder does not convert at least 5% of the Debenture in any
particular  calendar  month, Holder shall not be entitled to collect interest on
the  Debenture  for  that  month  if the Company gives Holder written notice, at
least  5  business  days  prior  to the end of the month, of Holder's failure to
convert  the  minimum  required  amount  for  that  month.

If  the Holder elects to convert a portion of the Debenture and, on the day that
the  election  is  made,  the Volume Weighted Average Price is below $0.001, the
Company shall have the right to prepay that portion of the Debenture that Holder
elected  to  convert,  plus  any  accrued  and  unpaid interest, at 150% of such
amount.  In  the  event  that  the  Company elects to prepay that portion of the
Debenture, Holder shall have the right to withdraw its Conversion Notice. If, at
anytime  during  the  month,  the Volume Weighted Average Price is below $0.001,
Holder  shall  not  be  obligated to convert any portion of the Debenture during
that  month.

          (b) Notwithstanding the provisions of Section 3.1(a), in the event the
     Company's  Registration  Statement  has  not been declared effective by the
     Deadline  or,  if  the Registration Statement has theretofore been declared
     effective but is not thereafter effective, the following will also apply in
     addition to any damages incurred by the Holder as a result thereof:

               (i)  The  Holder  may  demand  repayment of one hundred and fifty
          percent (150%) of the Principal Amount of the Debenture, together with
          all accrued and unpaid interest thereon, in cash, at any time prior to
          the  Company's  Registration Statement being declared effective by the
          SEC  or during the period that the Company's Registration Statement is
          not  effective,  such  repayment  to be made within three (3) business
          days  of  such  demand.  In  the  event  that  the  Debenture   is  so
          accelerated,  in  addition  to  the repayment of one hundred and fifty
          percent  (150%) of the Principal Amount together with accrued interest
          as aforesaid, the Company shall immediately issue and pay, as the case
          may  be,  to the Holder 500,000 Shares of Common Stock and $15,000 for
          each  thirty  (30)  day  period,  or portion thereof, during which the
          Principal Amount, including interest thereon, remains unpaid, with the
          monthly payment amount to increase to $20,000 for each thirty (30) day
          period, or portion thereof, after the first ninety (90) day period;

<PAGE>

               (ii)  If  the  Holder does not elect to accelerate the Debenture,
          the  Company  shall  immediately  issue or pay, as the case may be, to
          Holder 500,000 Shares of Common Stock and $15,000 for each thirty (30)
          day period, or portion thereof, that the Registration Statement is not
          effective,  with the monthly payment amount to increase to $20,000 for
          each  thirty  (30)  day  period,  or  portion thereof, after the first
          ninety (90) day period.

               (iii)  If  the  SEC  indicates  that  the  Company's Registration
          Statement  will be declared effective upon request by the Company, and
          the  Company  does  not, within 3 business days of the SEC indication,
          request  that the Registration Statement become effective, the amounts
          set forth in subsections (ii) and (iii) above shall double.

     SECTION  3.2  Exercise  of  Conversion  Privilege.  (a)  Conversion of this
                   -----------------------------------
Debenture  may  be exercised on any Business Day by the Holder by telecopying an
executed  and  completed  Conversion  Notice  to  the Company by delivery to the
Transfer  Agent.  Each  date  on  which a Conversion Notice is telecopied to the
Company  by  delivery to the Transfer Agent in accordance with the provisions of
this  Section  3.2 shall constitute a Conversion Date. The Company shall convert
this  Debenture  and  the  Transfer Agent shall issue the Common Stock Issued at
Conversion  in the manner provided below in this Section 3.2, and all voting and
other rights associated with the beneficial ownership of the Common Stock Issued
at Conversion shall vest with the Holder, effective as of the Conversion Date at
the  time  specified  in the Conversion Notice. The Conversion Notice also shall
state  the  name  or names (with addresses) of the persons who are to become the
holders  of  the  Common  Stock  Issued  at  Conversion  in connection with such
conversion.  As  promptly  as  practicable  after  the receipt of the Conversion
Notice  as  aforesaid, but in any event not more than one (1) Business Day after
the Transfer Agent's receipt of such Conversion Notice, the Transfer Agent shall
(i)  issue  the  Common  Stock  Issued  at  Conversion  in  accordance  with the
provisions  of  this  Article  3 and (ii) cause the DWAC of the number of Common
Shares  to  which the Holder is entitled by virtue of such conversion, (y) cash,
as  provided  in  Section  3.3,  in  respect  of  any fraction of a Common Share
deliverable  upon  such  conversion  and  (z) cash or shares of Common Stock, as
applicable,  representing  the  amount  of  accrued  and unpaid interest on this
Debenture  as  of  the  Conversion Date. Such conversion shall be deemed to have
been  effected at the time at which the Conversion Notice indicates, and at such
time  the  rights of the Holder of this Debenture, as such (except if and to the
extent  that  any Principal Amount thereof remains unconverted), shall cease and
the  Person  and  Persons  in  whose  name  or  names the Common Stock Issued at
Conversion  shall  be  issuable  shall  be  deemed  to have become the holder or
holders  of  record of the Common Shares represented thereby, and all voting and
other  rights  associated  with  the  beneficial ownership of such Common Shares
shall at such time vest with such Person or Persons. The Conversion Notice shall
constitute  a  contract  between  the Holder and the Company, whereby the Holder
shall  be  deemed  to subscribe for the number of Common Shares which it will be
entitled  to  receive  upon  such conversion and, in payment and satisfaction of
such  subscription (and for any cash adjustment to which it is entitled pursuant
to Section 3.4), to surrender this Debenture and to release the Company from all
liability thereon (except if and to the extent that any Principal Amount thereof
remains  unconverted).  No  cash  payment  aggregating  less than $1.00 shall be
required to be given unless specifically requested by the Holder.

          (b)  If, at any time after the date of this Debenture, (i) the Company
     challenges, disputes or denies the right of the Holder hereof to effect the
     conversion  of  this Debenture into Common Shares or otherwise dishonors or
     rejects any Conversion Notice delivered in accordance with this Section 3.2

<PAGE>

     or(ii)  any  third  party who is not and has never been an Affiliate of the
     Holder  commences  any lawsuit or legal proceeding or otherwise asserts any
     claim  before  any court or public or governmental authority which seeks to
     challenge,  deny,  enjoin, limit, modify, delay or dispute the right of the
     Holder  hereof  to  effect  the  conversion  of  this Debenture into Common
     Shares,  then  the  Holder shall have the right, but not the obligation, by
     written  notice  to  the Company, to require the Company to promptly redeem
     this  Debenture  for  cash  at one hundred and fifty(150%) of the Principal
     Amount  thereof,  together  with all accrued and unpaid interest thereon to
     the date of redemption. Under any of the circumstances set forth above, the
     Company  shall  be responsible for the payment of all costs and expenses of
     the  Holder,  including  reasonable  legal  fees  and expenses, as and when
     incurred  in  defending  itself  in  any such action or pursuing its rights
     hereunder (in addition to any other rights of the Holder).

          (c)  The Holder shall be entitled to exercise its conversion privilege
     notwithstanding  the commencement of any case under 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 Holder's conversion
     privilege.  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  this Debenture. The Company agrees, without cost or expense
     to  the  Holder,  to  take  or  consent  to any and all action necessary to
     effectuate relief under 11 U.S.C. Sec. 362.

     SECTION  3.3  Fractional  Shares.  No  fractional  Common  Shares  or scrip
                   ------------------
representing fractional Common Shares shall be delivered upon conversion of this
Debenture.  Instead  of  any  fractional  Common Shares which otherwise would be
delivered  upon  conversion  of  this  Debenture,  the  Company shall pay a cash
adjustment  in  respect of such fraction in an amount equal to the same fraction
multiplied  by  the Current Market Price on the Conversion Date. No cash payment
of  less  than $1.00 shall be required to be given unless specifically requested
by the Holder.

     SECTION  3.4  Adjustments.  The  Conversion  Price and the number of shares
                   -----------
deliverable  upon  conversion  of  this Debenture are subject to adjustment from
time to time as follows:

          (a)  Reclassification,  Etc.  In case the Company shall reorganize its
               ----------------------
     capital,  reclassify  its  capital stock, consolidate or merge with or into
     another  Person  (where the Company is not the survivor or where there is a
     change in or distribution with respect to the Common Stock of the Company),
     sell, convey, transfer or otherwise dispose of all or substantially all its
     property,  assets  or  business  to  another  Person, spin-off or otherwise
     change  the  Capital Structure of a subsidiary, or effectuate a transaction
     or series of related transactions in which more than fifty percent (50%) of
     the  voting  power  of  the  Company  is  disposed of (each, a "FUNDAMENTAL
     CORPORATE CHANGE") and, pursuant to the terms of such Fundamental Corporate
     Change,  shares  of common stock of the successor or acquiring corporation,
     or  any cash, shares of stock or other securities or property of any nature
     whatsoever (including warrants or other subscription or purchase rights) in
     addition  to  or  in  lieu  of  common  stock of the successor or acquiring
     corporation  ("OTHER PROPERTY") are to be received by or distributed to the
     holders  of  Common Stock of the Company, then the Holder of this Debenture

<PAGE>

     shall  have  the  right  thereafter, at its sole option, to (x) require the
     Company  to prepay this Debenture for cash at one hundred and fifty percent
     (150%)  of  the  Principal  Amount  thereof,  together with all accrued and
     unpaid  interest  thereon to the date of prepayment, (y) receive the number
     of  shares  of common stock of the successor or acquiring corporation or of
     the  Company, if it is the surviving corporation, or of the subsidiary, and
     Other  Property  as  is  receivable upon or as a result of such Fundamental
     Corporate  Change  by a holder of the number of shares of Common Stock into
     which  the  outstanding  portion  of this Debenture may be converted at the
     Conversion Price applicable immediately prior to such Fundamental Corporate
     Change  or  (z)  require  the  Company,  or  such  successor,  resulting or
     purchasing  corporation,  as  the  case  may be, to, without benefit of any
     additional  consideration  therefor,  execute  and  deliver to the Holder a
     debenture   with   substantial   identical   rights,   privileges,  powers,
     restrictions  and  other  terms as this Debenture in an amount equal to the
     amount  outstanding  under  this   Debenture   immediately  prior  to  such
     Fundamental  Corporate  Change.  For  purposes hereof, "COMMON STOCK OF THE
     SUCCESSOR, SUBSIDIARY OR ACQUIRING CORPORATION" shall include stock of such
     corporation  of  any class which is not preferred as to dividends or assets
     over  any other class of stock of such corporation and which is not subject
     to  prepayment and shall also include any evidences of indebtedness, shares
     of stock or other securities which are convertible into or exchangeable for
     any  such stock, either immediately or upon the arrival of a specified date
     or  the  happening of a specified event and any warrants or other rights to
     subscribe  for  or  purchase any such stock. The foregoing provisions shall
     similarly apply to successive Fundamental Corporate Changes.

          (b)  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.

     SECTION  3.5     Certain  Conversion  Limits.
                      ---------------------------

     For a period of one year after the Closing Date, if and to the extent that,
on  any  date,  the  holding by the Holder of this Debenture would result in the
Holder's  being  deemed  the  beneficial  owner  of  more than 4.99% of the then
Outstanding  shares  of  Common Stock, then the Holder shall not have the right,
and  the  Company  shall not have the obligation, to convert any portion of this
Debenture  as  shall cause such Holder to be deemed the beneficial owner of more
than  9.99%  of  the  then  Outstanding shares of Common Stock.  If any court of
competent  jurisdiction  shall  determine  that  the   foregoing  limitation  is
ineffective  to  prevent a Holder from being deemed the beneficial owner of more
than  4.99%  of  the  then  Outstanding shares of Common Stock, then the Company
shall prepay such portion of this Debenture as shall cause such Holder not to be

<PAGE>

deemed the beneficial owner of more than 4.99% of the then Outstanding shares of
Common Stock.  Upon such determination by a court of competent jurisdiction, the
Holder  shall have no interest in or rights under such portion of the Debenture.
Any and all interest paid on or prior to the date of such determination shall be
deemed  interest  paid  on  the  remaining portion of this Debenture held by the
Holder.  Such  prepayment shall be for cash at a prepayment price of one hundred
and  fifty  percent  (150%)  of  the Principal Amount thereof, together with all
accrued  and  unpaid  interest  thereon  to  the  date  of  prepayment.

     SECTION  3.6     Surrender  of  Debentures.  Upon  any  conversion  of this
                      -------------------------
Debenture  pursuant  to  Sections  3.2, 3.5 or 6.2, or upon maturity pursuant to
Section  2.4,  the  Holder  shall  either  deliver this Debenture by hand to the
Company  at its transfer agent's principal executive offices or if surrender for
payment and not conversion, to the Company at its principal executive offices or
surrender  the  same  to  the  Company  at such address by nationally recognized
overnight  courier.  Payment  of  the  redemption  price  or  the  amount due on
maturity  specified  in  Section 2.4, shall be made by the Company to the Holder
against  receipt  of  this  Debenture  (as provided in this Section 3.5) by wire
transfer  of  immediately available funds to such account(s) as the Holder shall
specify  by  written notice to the Company.  If payment of such redemption price
is not made in full by the redemption date, or the amount due on maturity is not
paid  in  full  by  the  Maturity Date, the Holder shall again have the right to
convert this Debenture as provided in Article 3 hereof or to declare an Event of
Default.

                                    ARTICLE 4
                        STATUS; RESTRICTIONS ON TRANSFER

     SECTION  4.1     Status  of Debenture.  This Debenture constitutes a legal,
                      --------------------
valid  and binding obligation of the Company, enforceable in accordance with its
terms  subject,  as  to  enforceability,  to general principles of equity and to
principles  of  bankruptcy, insolvency, reorganization and other similar laws of
general  applicability  relating  to or affecting creditors' rights and remedies
generally.

SECTION  4.2     Restrictions on Transfer.  This Debenture and any Common Shares
                 ------------------------
deliverable  upon  the  conversion  hereof,  have  not been registered under the
Securities  Act.  The  Holder  by  accepting  this  Debenture  agrees  that this
Debenture  and the shares of Common Stock to be acquired as interest on and upon
conversion of this Debenture may not be assigned or otherwise transferred unless
and  until  (i)  the  Company has received the opinion of counsel for the Holder
that  this  Debenture  or  such shares may be sold pursuant to an exemption from
registration  under the Securities Act or (ii) a registration statement relating
to  this  Debenture  or  such  shares has been filed by the Company and declared
effective  by  the  SEC.

     Each  certificate  for  shares  of Common Stock deliverable hereunder shall
bear  a  legend  as  follows  unless  and  until  such securities have been sold
pursuant  to  an  effective  registration  statement  under  the Securities Act:

          "The  securities  represented  by  this   certificate  have  not  been
          registered  under  the  Securities  Act   of  1933,  as  amended  (the
          "Securities Act"). The securities may not be offered for sale, sold or
          otherwise transferred except (i) pursuant to an effective registration
          statement  under  the  Securities Act or (ii) pursuant to an exemption

<PAGE>

          from  registration  under  the  Securities Act in respect of which the
          issuer  of  this  certificate  has  received  an  opinion  of  counsel
          satisfactory  to the issuer of this certificate to such effect. Copies
          of  the  agreement  covering  both  the purchase of the securities and
          restrictions  on  their transfer may be obtained at no cost by written
          request  made  by  the  holder  of  record  of this certificate to the
          Secretary of the issuer of this certificate at the principal executive
          offices of the issuer of this certificate."

                                    ARTICLE 5
                                    COVENANTS

     SECTION  5.1  Conversion.  The  Company  shall  cause the transfer agent to
                   ----------
immediately  transfer via DWAC electronic transfer shares of Common Stock Issued
at  Conversion  upon receipt of a Conversion Notice. In the event that such DWAC
electronic  transfer  is  not  reasonably available, than not later than one (1)
Business  Days  after the Company's receipt of a Conversion Notice, to issue and
deliver to the Holder the requisite shares of Common Stock Issued at Conversion.
Such  delivery  shall  be  by  electronic  transfer  if a Registration Statement
covering the Common Stock has been declared effective by the SEC or by overnight
delivery if such Registration Statement has no been declared effective.

     SECTION  5.2  Notice  of  Default.  If  any  one or more events occur which
                   ------------------
constitute  or  which,  with notice, lapse of time, or both, would constitute an
Event  of  Default,  the  Company  shall  forthwith  give  notice to the Holder,
specifying the nature and status of the Event of Default or such other event(s),
as the case may be.

     SECTION  5.3  Payment  of  Obligations.  So long as this Debenture shall be
                   ------------------------
outstanding,  the Company shall pay, extend, or discharge at or before maturity,
all  its  respective  material  obligations  and liabilities, including, without
limitation,  tax  liabilities,  except  where  the same may be contested in good
faith by appropriate proceedings.

     SECTION  5.4  Compliance  with  Laws.  So  long  as this Debenture shall be
                   ----------------------
outstanding,  the  Company  shall  comply  with all applicable laws, ordinances,
rules, regulations and requirements of governmental authorities, except for such
noncompliance  which  would  not have a material adverse effect on the business,
properties,  prospects,  condition   (financial  or  otherwise)  or  results  of
operations of the Company and the Subsidiaries.

     SECTION  5.5  Inspection  of  Property,  Books and Records. So long as this
                   --------------------------------------------
Debenture  shall  be  outstanding, the Company shall keep proper books of record
and  account  in  which  full,  true  and  correct  entries shall be made of all
material  dealings  and  transactions in relation to its business and activities
and  shall permit representatives of the Holder at the Holder's expense to visit
and inspect any of its respective properties, to examine and make abstracts from
any  of  its respective books and records, not reasonably deemed confidential by
the  Company,  and to discuss its respective affairs, finances and accounts with
its  respective  officers  and  independent  public  accountants,  all  at  such
reasonable times and as often as may reasonably be desired.

     SECTION  5.6  Right  of First Refusal on Other Financing. In the event that
                   ------------------------------------------
the  Company  obtains a commitment for any other financing (either debt, equity,

<PAGE>

or  a  combination thereof) which is to close during the term of this Debenture,
Holder  shall  be  entitled  to  a  right  of  first refusal to enable it to, at
Holder's option, 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 Debenture. The Company shall deliver to
Holder, at least 10 days prior to the proposed closing date of such transaction,
written  notice  describing  the  proposed  transaction, including the terms and
conditions  thereof,  and  providing  Holder  an option during the 10 day period
following  delivery of such notice to either provide the financing being offered
in such transaction on the same terms as contemplated by such transaction, or to
add  additional  principal  to  this  Debenture,  in  the  amount  of such other
financing,  on  the same terms and conditions as this Debenture. 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.

                                    ARTICLE 6
                           EVENTS OF DEFAULT; REMEDIES

     SECTION  6.1  Events  of  Default.  "EVENT OF DEFAULT" wherever used herein
                   ------------------
means any one of the following events:

          (i)  the  Company  shall  default  in  the  payment of principal of or
     interest  on  this  Debenture as and when the same shall be due and payable
     and,  in  the  case  of  an  interest  payment  default, such default shall
     continue  for  five  (5) Business Days after the date such interest payment
     was  due,  or  the  Company  shall  fail  to  perform  or observe any other
     covenant,  agreement, term, provision, undertaking or commitment under this
     Debenture,  the Warrants (as defined in the Securities Purchase Agreement),
     the  Securities Purchase Agreement or the Registration Rights Agreement and
     such  default  shall  continue for a period of ten (10) Business Days after
     the  delivery  to  the  Company  of  written  notice that the Company is in
     default hereunder or thereunder;

          (ii)  any  of  the  representations  or warranties made by the Company
     herein,  in  the  Securities  Purchase  Agreement,  the Registration Rights
     Agreement  or  in  any certificate or financial or other written statements
     heretofore  or  hereafter  furnished  by  or  on  behalf  of the Company in
     connection with the execution and delivery of this Debenture, the Warrants,
     the  Securities  Purchase  Agreement  or  the Registration Rights Agreement
     shall be false or misleading in a material respect on the Closing Date;

          (iii)  under  the  laws  of  any jurisdiction not otherwise covered by
     clauses  (iv)  and  (v)  below,  the  Company or any Subsidiary (A) becomes
     insolvent  or  generally  not able to pay its debts as they become due, (B)
     admits  in  writing  its  inability  to  pay its debts generally or makes a
     general  assignment  for  the  benefit  of creditors, (C) institutes or has
     instituted  against  it  any  proceeding  seeking  (x)  to  adjudicate it a
     bankrupt  or  insolvent,  (y)   liquidation,  winding-up,   reorganization,
     arrangement,  adjustment,  protection,  relief  or composition of it or its
     debts  under  any law relating to bankruptcy, insolvency, reorganization or
     relief  of debtors including any plan of compromise or arrangement or other
     corporate  proceeding involving or affecting its creditors or (z) the entry
     of  an  order for relief or the appointment of a receiver, trustee or other
     similar  person  for  it  or for any substantial part of its properties and
     assets,  and in the case of any such official proceeding instituted against
     it (but not instituted by it), either the proceeding remains undismissed or
     unstayed  for  a  period of sixty (60) calendar days, or any of the actions

<PAGE>

     sought  in  such  proceeding  (including  the  entry of an order for relief
     against  it  or  the appointment of a receiver, trustee, custodian or other
     similar  official  for it or for any substantial part of its properties and
     assets)  occurs  or  (D) takes any corporate action to authorize any of the
     above actions;

          (iv)  the entry of a decree or order by a court having jurisdiction in
     the  premises  adjudging  the  Company  or  any  Subsidiary  a  bankrupt or
     insolvent,   or   approving   as   properly   filed   a   petition  seeking
     reorganization,  arrangement, adjustment or composition of or in respect of
     the  Company  under  the Bankruptcy Code or any other applicable Federal or
     state  law,  or  appointing  a  receiver,  liquidator, assignee, trustee or
     sequestrator  (or  other  similar  official)  of  the  Company  or  of  any
     substantial part of its property, or ordering the winding-up or liquidation
     of  its affairs, and any such decree or order continues and is unstayed and
     in effect for a period of sixty (60) calendar days;

          (v) the institution by the Company or any Subsidiary of proceedings to
     be  adjudicated  a  bankrupt  or  insolvent,  or  the  consent by it to the
     institution  of  bankruptcy  or  insolvency  proceedings against it, or the
     filing  by  it of a petition or answer or consent seeking reorganization or
     relief  under  the Bankruptcy Code or any other applicable federal or state
     law,  or  the  consent  by  it to the filing of any such petition or to the
     appointment  of  a  receiver, liquidator, assignee, trustee or sequestrator
     (or  other  similar  official) of the Company or of any substantial part of
     its  property,  or  the  making  by  it of an assignment for the benefit of
     creditors,  or  the  admission by it in writing of its inability to pay its
     debts  generally  as  and  when they become due, or the taking of corporate
     action by the Company in furtherance of any such action;

          (vi)  a  final  judgment  or  final judgments for the payment of money
     shall  have  been  entered by any court or courts of competent jurisdiction
     against  the  Company  and  remains undischarged for a period (during which
     execution  shall  be effectively stayed) of thirty (30) days, provided that
                                                                   --------
     the  aggregate amount of all such judgments at any time outstanding (to the
     extent  not  paid or to be paid, as evidenced by a written communication to
     that  effect from the applicable insurer, by insurance) exceeds One Hundred
     Thousand Dollars ($100,000);

          (vii)  it  becomes  unlawful for the Company to perform or comply with
     its  obligations  under  this   Debenture,   the  Conversion  Warrant,  the
     Securities  Purchase  Agreement or the Registration Rights Agreement in any
     respect;

          (viii)  the Common Shares shall be delisted from the NASDAQ OTCBB (the
     "TRADING MARKET" or, to the extent the Company becomes eligible to list its
     Common  Stock  on any other national security exchange or quotation system,
     upon official notice of listing on any such exchange or system, as the case
     may  be, it shall be the "TRADING MARKET") or suspended from trading on the
     Trading  Market,  and  shall not be reinstated, relisted or such suspension
     lifted, as the case may be, within five (5) days or;

          (ix)  the Company shall default (giving effect to any applicable grace
     period)  in the payment of principal or interest as and when the same shall
     become  due  and  payable,  under  any indebtedness, individually or in the
     aggregate, of more than One Hundred Thousand Dollars ($100,000);

<PAGE>

     SECTION 6.2 Acceleration of Maturity; Rescission and Annulment. If an Event
                 --------------------------------------------------
,  by  a  notice  in  writing to the Company, rescind any outstanding Conversion
Notice  and  declare  that all amounts owing or otherwise outstanding under this
Debenture  are  immediately  due  and payable and upon any such declaration this
Debenture  shall  become  immediately  due and payable in cash at a price of one
hundred  and fifty percent (150%) of the Principal Amount thereof, together with
all  accrued  and  unpaid  interest  thereon  to  the date of payment; provided,
                                                                       --------
however,  in  the case of any Event of Default described in clauses (iii), (iv),
------
(v)  or (vii) of Section 6.1, such amount automatically shall become immediately
due and payable without the necessity of any notice or declaration as aforesaid.

     SECTION  6.3  Late  Payment  Penalty. If any portion of the principal of or
                   ----------------------
interest  on this Debenture shall not be paid within ten (10) days of when it is
due,  the  Discount  Multiplier  under  this  Debenture  shall  decrease  by one
percentage point (1%) for all conversions of this Debenture thereafter.

     SECTION  6.4  Maximum Interest Rate. Notwithstanding anything herein to the
                   ---------------------
contrary,  if  at  any  time the applicable interest rate as provided for herein
shall exceed the maximum lawful rate which may be contracted for, charged, taken
or  received  by  the Holder in accordance with any applicable law (the "MAXIMUM
RATE"),  the  rate  of interest applicable to this Debenture shall be limited to
the  Maximum  Rate.  To  the greatest extent permitted under applicable law, the
Company  hereby  waives and agrees not to allege or claim that any provisions of
this  Note  could give rise to or result in any actual or potential violation of
any applicable usury laws.

     SECTION  6.5  Remedies Not Waived. No course of dealing between the Company
                   -------------------
and  the Holder or any delay in exercising any rights hereunder shall operate as
a waiver by the Holder.

     SECTION  6.6     Remedies.     The Company acknowledges that a breach by it
                      --------
of  its  obligations  hereunder  will  cause  irreparable harm to the Holder, by
vitiating  the  intent  and  purpose  of  the  transaction  contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations  under this Debenture will be inadequate and agrees, in the event of
a  breach  or  threatened  breach  by  the  Company  of  the  provisions of this
Debenture,  that the Holder shall be entitled to all other available remedies at
law  or  in  equity,  and  in addition to the penalties assessable herein, to an
injunction  or  injunctions restraining, preventing or curing any breach of this
Debenture  and to enforce specifically the terms and provisions thereof, without
the  necessity  of  showing economic loss and without any bond or other security
being  required.

     SECTION 6.7 Payment of Certain Amounts. Whenever pursuant to this Debenture
                 --------------------------
the  Company is required to pay an amount in excess of the Principal Amount plus
accrued  and  unpaid  interest, the Company and the Holder agree that the actual
damages  to the Holder from the receipt of cash payment on this Debenture may be
difficult  to  determine  and the amount to be so paid by the Company represents
stipulated damages and not a penalty and is intended to compensate the Holder in
part  for loss of the opportunity to convert this Debenture and to earn a return
from  the  sale  of  shares  of  Common  Stock  acquired upon conversion of this
Debenture  at  a  price in excess of that price paid for such shares pursuant to
this  Debenture.  The  Company  and  the Holder hereby agree that such amount of

<PAGE>

stipulated  damages  is  not disproportionate to the possible loss to the Holder
from  the  receipt  of  a  cash  payment without the opportunity to convert this
Debenture into shares of Common Stock.

                                    ARTICLE 7
                                  MISCELLANEOUS

     SECTION  7.1 Notice of Certain Events. In the case of the occurrence of any
                  ------------------------
event  described in Section 3.4 of this Debenture, the Company shall cause to be
mailed  to the Holder of this Debenture at its last address as it appears in the
Company's  security  registry, at least twenty (20) days prior to the applicable
record,  effective  or expiration date hereinafter specified (or, if such twenty
(20)  days'  notice  is not possible, at the earliest possible date prior to any
such  record,  effective  or  expiration  date), a notice thereof, including, if
applicable, a statement of (y) the date on which a record is to be taken for the
purpose  of such dividend, distribution, issuance or granting of rights, options
or warrants, or if a record is not to be taken, the date as of which the holders
of  record  of  Common  Stock  to  be  entitled  to such dividend, distribution,
issuance  or granting of rights, options or warrants are to be determined or (z)
the  date on which such reclassification, consolidation, merger, sale, transfer,
dissolution,  liquidation or winding-up is expected to become effective, and the
date  as  of which it is expected that holders of record of Common Stock will be
entitled  to  exchange  their  shares  for  securities,  cash  or other property
deliverable  upon  such  reclassification, consolidation, merger, sale transfer,
dissolution, liquidation or winding-up.

     SECTION  7.2  Register.  The  Company  shall keep at its principal office a
                   --------
register  in  which  the  Company  shall  provide  for  the registration of this
Debenture. Upon any transfer of this Debenture in accordance with Articles 2 and
4 hereof, the Company shall register such transfer on the Debenture register.

     SECTION  7.3  Withholding.  To  the  extent required by applicable law, the
                   -----------
Company may withhold amounts for or on account of any taxes imposed or levied by
or  on  behalf  of any taxing authority in the United States having jurisdiction
over the Company from any payments made pursuant to this Debenture.

     SECTION  7.4  Transmittal  of  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:

     (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:
          ----------------------

<PAGE>

     (2)     If to the Holder, to:

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

Each  of  the  Holder  or the Company may change the foregoing address by notice
given  pursuant  to  this  Section  7.4.

     SECTION 7.5 Attorneys' Fees. Should any party hereto employ an attorney for
                 ---------------
the  purpose of enforcing or construing this Debenture, or any judgment based on
this  Debenture,  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  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.

     SECTION  7.6  Governing  Law.  This  Debenture  shall  be  governed by, and
                   --------------
construed  in  accordance with, the laws of the State of Florida (without giving
effect  to  conflicts  of  laws principles). With respect to any suit, action or
proceedings  relating  to this Debenture, the Company irrevocably submits to the
exclusive  jurisdiction  of  the  courts  of  the  State  of New York sitting in
           and  the  United States District Court located in the City of
----------                                                              --------
and  hereby waives, to the fullest extent permitted by applicable law, any claim
that  any  such  suit,  action or proceeding has been brought in an inconvenient
forum. Subject to applicable law, the Company agrees that final judgment against
it  in  any  legal  action  or  proceeding  arising  out  of or relating to this
Debenture  shall  be  conclusive  and  may be enforced in any other jurisdiction
within or outside the United States by suit on the judgment, a certified copy of
which  judgment  shall  be  conclusive  evidence  thereof  and the amount of its
indebtedness, or by such other means provided by law.

     SECTION  7.7  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  Debenture  or any other document or any
dealings between them relating to the subject matter of this Debenture 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  Debenture  by,  among  other things, the mutual waivers and certifications
herein.

<PAGE>

     SECTION  7.8  Headings.  The  headings of the Articles and Sections of this
                   -------
Debenture are inserted for convenience only and do not constitute a part of this
Debenture.

     SECTION 7.9 Payment Dates. Whenever any payment hereunder shall be due on a
                 -------------
day other than a Business Day, such payment shall be made on the next succeeding
Business Day.

     SECTION 7.10 Binding Effect. Each Holder by accepting this Debenture agrees
                  --------------
to be bound by and comply with the terms and provisions of this Debenture.

     SECTION  7.11  No  Stockholder Rights. Except as otherwise provided herein,
                    ----------------------
this  Debenture  shall  not  entitle  the  Holder  to  any  of  the  rights of a
stockholder of the Company, including, without limitation, the right to vote, to
receive  dividends  and  other distributions, or to receive any notice of, or to
attend, meetings of stockholders or any other proceedings of the Company, unless
and  to  the extent converted into shares of Common Stock in accordance with the
terms hereof.

     SECTION  7.12  Facsimile  Execution.  Facsimile  execution  shall be deemed
                    --------------------
originals.

     IN  WITNESS  WHEREOF, the Company has caused this Debenture to be signed by
its  duly  authorized  officer  on  the  date  of  this  Debenture.


                                          World Golf League, Inc
                                          By:  /s/  MICHAEL  PAGNANO
                                               ---------------------

                                               Name:  Michael  Pagnano

                                               Title:  President

<PAGE>