Exhibit 10.11


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH AN EXEMPTION FROM
REGISTRATION UNDER THAT ACT.


WARRANT TO PURCHASE

540,000 SHARES OF COMMON STOCK OF

WORLD SERIES OF GOLF, INC.


This certifies
that John F. Slitz, Jr., or any party to whom this Warrant is assigned in
accordance with its terms, is entitled to subscribe for and purchase five
hundred forty thousand (540,000) shares of the Common Stock of World Series of
Golf, Inc., a Nevada corporation, on the terms and conditions of this Warrant.


          1.
Definitions. As used in this Warrant, the term:


                    1.1
“Business Day” means any day other than a Saturday, Sunday, or a day on
which banking institutions in the State of New York are authorized or obligated
to be closed by law or by executive order.


                    1.2
“Change of Control” means the occurrence of any of the following events:


                              (i)
Change in the ownership of the Corporation. A change in the ownership of the
Corporation shall occur on the date that any one person, or more than one
person acting as a group (as defined in Treasury Regulation Section
1.409A-3(i)(5)(v)(B)), acquires ownership of stock of the Corporation that,
together with stock held by such person or group, constitutes more than 50% of
the total fair market value or total voting power of the stock of the
Corporation; 


                              (ii)
Change in the effective control of the Corporation. A change in the effective
control of the Corporation shall occur on the date that either (a) any one
person, or more than one person acting as a group (as defined in Treasury
Regulation Section 1.409A-3(i)(5)(v)(B)), acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such
person or persons) ownership of stock of the Corporation possessing 30% or more
of the total voting power of the stock of the Corporation; or (b) a majority of
members of the Corporation’s Board of Directors is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority
of the members of the Corporation’s Board of Directors prior to the date of the
appointment or election, provided that this sub-section (b) is inapplicable
where a majority shareholder of the Corporation is another Corporation; or


                              (iii)
Change in the ownership of a substantial portion of the Corporation’s assets. A
change in the ownership of a substantial portion of the Corporation’s 






assets shall
occur on the date that any one person, or more than one person acting as a
group (as defined in Treasury Regulation Section 1.409A-3(i)(5)(vii)(C)),
acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) assets from the Corporation
that have a total gross fair market value equal to more than 40% of the total
gross fair market value of all of the assets of the Corporation immediately
prior to such acquisition. For this purpose, gross fair market value means the
value of the assets of the Corporation, or the value of the assets being
disposed of, determined without regard to any liabilities associated with such
assets.


                    1.3
“Common Stock” means the Common Stock, par value $.001 per share, of the
Corporation.


                    1.4
“Consulting Agreement” means that certain Consulting Agreement, dated
February 6, 2009, between the Corporation and the Holder.


                    1.5
“Corporation” means World Series of Golf, Inc., a Nevada corporation, or
its successor.


                    1.6
“Expiration Date” means February 6, 2015.


                    1.7
“Holder” means John F. Slitz, Jr., or any party to whom this Warrant is
assigned in accordance with its terms.


                    1.8
“Issuance Date” means June 2, 2009, the date this Warrant was issued by
the Corporation to the Holder.


                    1.9
“1933 Act” means the Securities Act of 1933, as amended.


                    1.10
“Warrant” means this Warrant and any warrants delivered in substitution
or exchange for this Warrant in accordance with the provisions of this Warrant.


                    1.11
“Warrant Price” means $0.50 per share of Common Stock, as such amount
may be adjusted pursuant to Section 4 hereof.


                    1.12
“Warrant Shares” means the shares of common stock issuable upon the
exercise of this Warrant.


          2.
Exercise of Warrant. (a) Notwithstanding anything to the contrary
contained herein, this Warrant shall be subject to a vesting schedule as
follows: (i) 60,000 of the Warrant Shares shall vest immediately as of the Issuance
Date, and (ii) 15,000 of the Warrant Shares shall vest monthly, beginning on
the first month anniversary of the Issuance Date; provided that the Consulting
Agreement shall have been in effect from the Issuance Date through any such vesting
date. The unvested portion of this Warrant shall terminate upon the termination
of the Consulting Agreement for any reason whatsoever, except upon a Change of
Control, in which case, the Holder shall become immediately and automatically
vested in all of the Warrant Shares immediately upon a Change of Control.


                    (b)
Subject to the vesting requirements in Section 2(a) above, at any time
before the Expiration Date, the Holder may exercise the purchase rights
represented by this 






Warrant, in
whole or in part, by surrendering this Warrant (with a duly executed subscription
in the form attached) at the Corporation’s principal corporate office (located
on the date hereof in Las Vegas, Nevada) and by paying the Corporation, by
check payable to the Corporation, the aggregate Warrant Price for the shares of
Common Stock being purchased.


                    (c)
Subject to the vesting requirements contained in Section 2(a) above, in lieu of
exercising this Warrant pursuant to Section 2(b) above, the Holder may elect to
receive, without the payment by the Holder of any additional consideration,
shares of Common Stock equal to the value of this Warrant (or the portion
thereof being canceled) by surrender of this Warrant at the principal office of
the Corporation (together with a duly executed subscription in the form
attached), in which event the Corporation shall issue to the Holder hereof a
number of shares of Common Stock computed using the following formula:


	
 

	
 

	
 


	
X = 

	
Y (A-B)

	
 


	
 

	


	
 


	
 

	
A

	
 








	
 

	
 


	
 

	
Where: X =
 The number of shares of Common Stock to be issued to the Holder pursuant to
 this net exercise;


	
 

	
 


	
 

	
Y = The
 number of shares of Common Stock in respect of which the net issue election
 is made;


	
 

	
 


	
 

	
A = The fair
 market value of one share of the Common Stock at the time the net issue
 election is made;


	
 

	
 


	
 

	
B = The
 Warrant Price (as adjusted to the date of the net issuance).





For purposes
of this Warrant, the “fair market value” of one share of Common Stock as of a
particular date shall be determined as follows: (i) if traded on a securities
exchange or through the Nasdaq Stock Market or through an interdealer quotation
system such as the OTC Bulletin Board, the value shall be deemed to be the
average of the closing sale prices of the Common Stock on such exchange or
quotation system over the ten (10) day period ending three (3) days prior to
the net exercise election; (ii) if traded over-the-counter, the value shall be
deemed to be the average of the closing sale price over the ten (10) day period
ending three (3) days prior to the net exercise. If there is no reported sale
price for the Common Stock the fair market value of the Common Stock shall be
the value as determined in good faith by the Board of Directors of the
Corporation.


                    2.1
Delivery of Certificates. As soon as possible, and in any event within
fifteen (15) days, after each exercise of the purchase rights represented by
this Warrant, the Corporation, at its expense, shall deliver a certificate for
the shares of Common Stock so purchased to the Holder and, unless this Warrant
has been fully exercised or expired, a new Warrant representing the balance of
the shares of Common Stock subject to this Warrant.


                    2.2
Effect of Exercise. The person entitled to receive the shares of Common
Stock issuable upon any exercise of the purchase rights represented by this
Warrant shall be treated for all purposes as the holder of such shares of
record as of the close of business on the date of exercise.






                    2.3
Issue Taxes. The Corporation shall pay all issue and other taxes that
may be payable in respect of any issue or delivery to the Holder of shares of
Common Stock upon exercise of this Warrant.


          3.
Stock Fully Paid; Reservation of Shares. The Corporation covenants and
agrees that all securities that it may issue upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and
nonassessable and free from all taxes, liens and charges. The Corporation
further covenants and agrees that, during the period within which the Holder
may exercise the rights represented by this Warrant, the Corporation shall at
all times have authorized and reserved for issuance enough shares of its Common
Stock or other securities for the full exercise of the rights represented by
this Warrant. The Corporation shall not, by an amendment to its Articles of
Incorporation or through reorganization, consolidation, merger, dissolution,
issue or sale of securities, sale of assets or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of
this Warrant.


          4.
Adjustments. The Warrant Price and the number of shares of Common Stock
that the Corporation must issue upon exercise of this Warrant shall be subject
to adjustment in accordance with Sections 4.1 through 4.3.


                    4.1
Adjustment to Warrant Price for Combinations or Subdivisions of Common Stock.
If the Corporation at any time or from time to time after the date hereof (1)
declares or pays, without consideration, any dividend on the Common Stock
payable in Common Stock; (2) creates any right to acquire Common Stock for no
consideration; (3) sub­divides the outstanding shares of Common Stock (by stock
split, reclassification or otherwise); or (4) combines or consolidates the
outstanding shares of Common Stock, by reclassification or otherwise, into a
lesser number of shares of Common Stock, the Corporation shall proportionately
increase or decrease the Warrant Price, as appropriate.


                    4.2
Adjustments for Reclassification and Reorganization. If the Common Stock
issuable upon exercise of this Warrant changes into shares of any other class
or classes of security or into any other property for any reason other than a
subdivision or combination of shares provided for in Section 4.1, including
without limitation any reorganization, reclassification, merger or
consolidation, the Corporation shall take all steps necessary to give the
Holder the right, by exercising this Warrant, to purchase the kind and amount
of securities or other property receivable upon any such change by the owner of
the number of shares of Common Stock subject to this Warrant immediately before
the change.


                    4.3
Spin Offs. If the Corporation spins off any subsidiary by distributing
to the Corporation’s shareholders as a dividend or otherwise any stock or other
securities of the subsidiary, the Corporation shall reserve until the
Expiration Date enough of such shares or other securities for delivery to the
Holders upon any exercise of the rights represented by this Warrant to the same
extent as if the Holders owned of record all Common Stock or other securities
subject to this Warrant on the record date for the distribution of the
subsidiary’s shares or other securities.


                    4.4
Certificates as to Adjustments. Upon each adjustment or readjustment
required by this Section 4, the Corporation at its expense shall promptly
compute such






adjustment or
readjustment in accordance with this Section, cause independent public
accountants selected by the Corporation to verify such computation and prepare
and furnish to the Holder a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such adjustment or
readjustment is based.


          5.
Fractional Shares. The Corporation shall not issue any fractional shares
in connection with any exercise of this Warrant.


          6.
Dissolution or Liquidation. If the Corporation dissolves, liquidates or
winds up its business before the exercise or expiration of this Warrant, the
Holder shall be entitled, upon exercising this Warrant, to receive in lieu of
the shares of Common Stock or any other securities receivable upon such
exercise, the same kind and amount of assets as would have been issued,
distributed or paid to it upon any such dissolution, liquidation or winding up
with respect to such shares of Common Stock or other securities, had the Holder
been the holder of record on the record date for the determination of those
entitled to receive any such liquidating distribution or, if no record is
taken, upon the date of such liquidating distribution. If any such dissolution,
liquidation or winding up results in a cash distribution or distribution of
property which the Corporation’s Board of Directors determines in good faith to
have a cash value in excess of the Warrant Price provided by this Warrant, then
the Holder may, at its option, exercise this Warrant without paying the
aggregate Warrant Price and, in such case, the Corporation shall, in making
settlement to Holder, deduct from the amount payable to Holder an amount equal
to such aggregate Warrant Price.


          7.
Transfer and Exchange.


                    7.1
Transfer. The rights under this Warrant may not be transferred by the
Holder without the prior written consent of the Corporation..


                    7.2
Exchange. The Holder may exchange this Warrant at any time at the
principal office of the Corporation for Warrants in such denominations as the
Holder may designate in writing. No such exchanges will increase the total
number of shares of Common Stock or other securities that are subject to this
Warrant.


                    7.3
Securities Act of 1933. By accepting this Warrant, the Holder agrees
that this Warrant and the shares of the Common Stock issuable upon exercise of
this Warrant may not be offered or sold except in compliance with the 1933 Act,
and then only with the recipient’s agreement to comply with this Section 7 with
respect to any resale or other disposition of such securities. The Corporation
may make a notation on its records in order to implement such restriction on
transferability.


          8.
Loss or Mutilation. Upon the Corporation’s receipt of reasonably
satisfactory evidence of the ownership and the loss, theft, destruction or
mutilation of this Warrant and (in the case of loss, theft or destruction) of a
reasonably satisfactory indemnity or (in the case of mutilation) upon surrender
and cancellation of this Warrant, the Corporation shall execute and deliver a
new Warrant to the Holder.


          9.
Successors. All the covenants and provisions of this Warrant shall bind
and inure to the benefit of the Holder and the Corporation and their respective
successors and assigns.






          10
Notices. All notices and other communications given pursuant to this
Warrant shall be in writing and shall be deemed to have been given when
personally delivered or when mailed by prepaid registered, certified or express
mail, return receipt requested. Notices should be addressed as follows:


                    (a)
If to Holder, then to:


                                   John
F. Slitz, Jr.

                                   2820
High Sail Court

                                   Las
Vegas, NV 89117


                    (b)
If to the Corporation, then to:


                                   World
Series of Golf, Inc.

                                   10161
Park Run Drive, Suite 150

                                   Las
Vegas, NV 89141


Such addresses
for notices may be changed by any party by notice to the other party pursuant
to this Section 10.


          11.
Amendment. This Warrant may be amended only by an instrument in writing
signed by the Corporation and the Holder.


          12.
Construction of Warrant. This Warrant shall be construed as a whole and
in accordance with its fair meaning. A reference in this Warrant to any section
shall be deemed to include a reference to every section the number of which
begins with the number of the section to which reference is made. This Warrant
has been negotiated by both parties and its language shall not be construed for
or against any party.


          13.
Law Governing. This Warrant is executed, delivered and to be performed
in the State of New York and shall be construed and enforced in accordance with
and governed by the New York law without regard to any conflicts of law or
choice of forum provisions.


Dated as of
June 2, 2009 


	
 

	
 

	
 


	
 

	
World Series
 of Golf, Inc.


	
 

	
 

	
 


	
 

	
By:

	
/s/ Joseph
 F. Martinez 


	
 

	
 

	



	
 

	
 

	
Name:  Joseph
 F. Martinez


	
 

	
 

	
Title:
    Chief Executive Officer












SUBSCRIPTION FORM


(To be executed only upon exercise of
Warrant)


          The
undersigned Holder hereby irrevocably elects to exercise the attached Warrant
and to purchase ____________ shares of Common Stock of World Series of Golf,
Inc. issuable upon the exercisable of such Warrant and requests that
certificates for such shares of Common Stock be issued in the name of:


	
 

	
 

	
 


	
 

	


	
 


	
 

	
(Please type or print name and address)

	
 


	
 

	
 

	
 


	
 

	


	
 


	
 

	
 

	
 


	
 

	


	
 


	
 

	
 

	
 


	
 

	


	
 


	
 

	
(Social Security or Taxpayer I.D. No.)

	
 








	
 

	
 


	
and
 delivered to 

	
 


	
 

	



	
 


	



	
(Please type or print name and address)





and, if such
number of shares of Common Stock shall not be all the shares of Common Stock
evidenced by such Warrant, that a new Warrant for the balance of such shares of
Common Stock shall be registered in the name of, and delivered to, the Holder
at the address stated below. Capitalized terms used and not defined herein
shall have the respective meaning ascribed to them in the attached Warrant.


In full
payment of the purchase price with respect to the shares of Common Stock
exercised, the undersigned hereby [tenders payment of $ ________ by check
payable in United States currency to the order of World Series of Golf, Inc.
pursuant to Section 1(a) of the attached Warrant] [exercises the attached
Warrant with respect to _____ shares of Common Stock via means of cashless
exercise pursuant to Section 1(b) of the attached Warrant and instructs the
Corporation to issue _____ shares of Common Stock to the Holder.]


	
 

	
 

	
 

	
 


	
Dated:

	
 

	
 

	
 


	
 

	


	
 

	



	
 

	
 

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
(Address)


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
(Social Security or Taxpayer I.D. No.)












ISSUE OF A NEW WARRANT


(To be executed only upon partial exercise,

exchange, or partial transfer of Warrant)


          Please
issue _________ Warrants, each representing the right to purchase ______ shares
of Common Stock of World Series of Golf, Inc. to the registered holder.


Dated: 


	
 

	
 


	
 

	



	
 

	
(Signature
 of Registered Holder)












FORM OF ASSIGNMENT


          FOR
VALUE RECEIVED, the undersigned registered Holder of this Warrant sells,
assigns and transfers unto the Assignee named below all of the rights of the
undersigned under the Warrant, with respect to the number of shares of Common
Stock set forth below (the “Transfer”):


	
 

	
 

	
 

	
 

	
 

	
 


	
Name of
 Assignee

	
 

	
Address

	
 

	
No. of
 Shares

	
 


	


	
 

	


	
 

	


	
 





The
undersigned irrevocably constitutes and appoints ___________ as the
undersigned’s attorney-in-fact, with full power of substitution, to make the
transfer on the books of World Series of Golf, Inc. 


Dated: 


	
 

	
 


	
 

	



	
 

	
          (Signature)