Exhibit
10.12


AMENDED
AND RESTATED CONVERTIBLE PROMISSORY NOTE


	
 

	
 


	
US $1,150,000.00

	
May 28, 2009


	
 

	
Las Vegas, Nevada





          This
Amended and Restated Convertible Promissory Note (this “Note”) is entered into
as of May 28, 2009 by and between World Series of Golf, Inc., a Nevada
Corporation (“Maker”) and The Slitz Family Trust (“Holder”), which amends and
restates that certain Convertible Promissory Note dated February 1, 2009
between Maker and Holder.


          In
consideration of the mutual covenants and promises contained herein, the
parties agree as follows:


          1.
Principal
Obligation. FOR VALUE RECEIVED, WORLD SERIES OF GOLF, INC., a
Nevada corporation (“Maker”), promises to pay to THE SLITZ FAMILY TRUST the
principal sum of U.S. One Million One Hundred Fifty Thousand Dollars (US
$1,150,000.00).


          2.
Principal
and Interest Payable Upon Demand. All principal and accrued
interest shall be due and payable live (5) days after demand of Holder.


          3.
Security.
This Note is secured by a security agreement dated February 1, 2009 between
Maker and Holder.


          4.
Prior
Obligations Superseded; Final Payment Of Interest On Prior Obligations.
All prior debt obligations due and owing from Maker to Holder or to John Slitz
or Nancy Slitz shall be deemed replaced and superseded in their entirety by the
obligations set forth in this Note.


          5.
Interest.
The outstanding principal sum of this Note shall bear interest at eight percent
(8.00 %) per annum commencing February 1, 2009.


          6.
Prepayment.
Maker shall have the right to prepay all or any part of the principal amount of
this Note from time to time without penalty.


          7.
Default
and Acceleration. Any one or more of the following events shall
be deemed to be a breach by Maker of its obligations under this Note and an
event of default hereunder (individually, an “Event of Default”):


                    (i)
Holder’s failure to pay principal, interest, or any other indebtedness, or
monetary obligation or liability to Holder payable under this Note, or any
other agreement, note, or instrument, now or hereafter existing between Maker
and Holder, as and when due and payable, whether at maturity or by acceleration
and without the necessity of any prior demand therefor by Holder: or


                    (ii)
Maker’s failure to perform or breach of any non-monetary obligation, covenant,
agreement or condition under this Note, or any other agreement, note, or
instrument, 


Page 1 of 6






now or hereafter existing between Holder and Maker if
the same is not cured in full within ten (10) days following delivery of
written notice from Holder to Maker of such failure; or


                    (iii)
Maker’s commencement of a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar debtor relief law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official over it, or any substantial
part of its property, or Maker’s consent to any such relief or to the
appointment or taking possession by any such official in any involuntary case
or other proceeding commenced against it; or


                    (iv)
An involuntary case or other proceeding commenced against Maker seeking
liquidation, reorganization or other relief with respect to Maker or its debts
under any bankruptcy, insolvency or other similar debtor relief law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official over it, or over any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of thirty (30) days; or


                    (v)
Maker’s assignment for the benefit of creditors, or admission in writing its
inability to pay its debts generally as they become due; or


                    (vi)
Holder’s determination that any representation or warranty made by Maker in this
Note, or any other agreement, note, or instrument, now or hereafter existing
between Maker and Holder is or was, untrue or materially misleading at the time
made or at any time thereafter; or


                    (vii)
Any event or condition which Holder believes, in good faith, impairs or is
substantially likely to impair, the prospect of payment or performance by Maker
of its obligations under this Note.


          Upon
the occurrence of any Event of Default, Holder shall have and hereby expressly
preserves all rights and remedies, whether provided in this Note, at law, or in
equity. If any amount due under this Note is reduced to judgment, or if any
Event of Default described above shall occur, without limiting any of its ether
rights or remedies, Holder, or any successor Holder of this Note, may, at its
option, accelerate and declare the entire unpaid principal balance then payable
under this Note to be immediately due and payable.


          8.
Attorneys’
Fees. In the event that suit be brought hereon, or an attorney
be employed or expenses be incurred to compel payment of this Note or any
portion of the indebtedness evidenced hereby, or to enforce any rights or
remedies of Holder under this Note in accordance therewith, Maker promises to
pay all such attorney’s fees, costs and expenses of investigation as actually
incurred by Holder as a result thereof and including, without limitation,
attorneys’ fees, costs and expenses of expenses of investigation incurred in
appellate proceedings or in any action or participation in, or in connection
with, any case or proceeding under Chapters 7, 11 or 13 of the United States
Bankruptcy Code or any successor thereto.


          9.
Default
Interest Rate. If this Note is not paid in full on demand or the
date on which the due date of the indebtedness hereunder has been accelerated,
the unpaid principal and 


Page 2 of 6






accrued interest and all other amounts then due shall
bear interest thereafter at the lower of the maximum non-usurious rate or
eighteen percent (18%) per annum. Interest after default shall be immediately
due and payable from the due date specified herein and shall accrue until all
Events of Default have been fully cured or full payment is received, as
applicable.


          10.
Conversion
Option. Holder may, at its sole option, convert all or any
portion of the unpaid principal balance of this Note into shares of common
stock, par value $0.001 per share, of the Maker at a conversion price of $0.50
per share (“Conversion Price”).


          The
Conversion Price shall be subject to adjustment from time to time as follows:


                    (i)
If the number of outstanding shares of common stock of Maker is increased by a
dividend of shares, or split-up, or by a stock split, or by any other
subdivision, then the Conversion Price shall be appropriately decreased so that
the number of shares of common stock issuable on conversion of this Note shall
be increased in proportion to such increase of outstanding shares of common
stock.


                    (ii)
If the number of outstanding shares of common stock is decreased by a
combination of the outstanding shares or by a reverse stock split, then
following the record date of such combination, the Conversion Price shall be
appropriately increased so that the number of shares of common stock issuable
on conversion of this Note shall be decreased in proportion to such decrease in
outstanding shares of common stock.


          No
fractional shares shall be issued upon the conversion of this Note. In lieu of
issuing any fractional shares, Maker shall pay to the Holder in cash any
remainder resulting after the number of whole shares is determined as a result
of the conversion.


          In
order to exercise this conversion option, the Holder shall deliver to Maker at
its offices written notice of its intention to convert, which notice shall set
forth the amount of this Note to be converted (“Notice of Conversion”). If
Holder converts the entire accrued interest and unpaid principal balance of
this Note then outstanding, Holder shall also surrender this Note at the
offices of Maker. If only a partial conversion by Holder occurs, then together
with the Notice of Conversion Holder shall surrender this Note at the offices
of Maker in exchange for a new Note providing for the payment on the Maturity
Date of all remaining principal and accrued interest due and owing subsequent
to the conversion. Within ten (10) business days of Maker’s receipt of the
Notice of Conversion, the Maker shall deliver or cause to be delivered to the
Holder new shares of common stock issued in the name of the Holder. The Maker
shall at all times take any and all additional actions as are necessary to
maintain the required authority to issue shares in satisfaction of its
obligations to Holder hereunder, in the event the Holder exercises its rights
under this Option.


          11.
Waiver
of Notice. Maker and any endorsers, guarantors and sureties of
this Note, and each of them, jointly and severally hereby waive diligence,
grace, demand, presentment for payment, exhibition of this Note, notice of
nonpayment, notice of dishonor, protest, notice of protest, and any and all
exemption rights against the indebtedness evidenced by this Note, and
specifically consent to and waive notice of any renewals or extensions of this
Note, whether made to or in favor of the Maker or any other person or persons
and agree to any and all 


Page 3 of 6






extensions or renewals from time to time without
notice and to any partial payments of this Note made before or after maturity
and that no such extension, renewal or partial payment shall release any one or
all of them from the obligation of payment of this Note or any installment of
this Note, and consent to offsets of any sums owed to any one or all of them by
Holder at any time. The pleading of any statute of limitations as a defense to
any demand against Maker or any such endorsers, guarantors or sureties is
expressly waived by each and all of said parties.


          12.
Loss,
Theft, Destruction or Mutilation of Note. In the event of the
loss, theft or destruction of this Note, upon Maker’s receipt of a reasonably
satisfactory indemnification agreement executed in favor of Makers by the party
who held this Note immediately prior to its loss, theft or destruction, or in
the event of the mutilation of this Note, upon Holder’s surrender to Maker of
the mutilated Note, Maker shall execute and deliver to such party or Holder, as
the case may be, a new promissory note in form and content identical to this
Note in lieu of the lost, stolen, destroyed or mutilated Note.


          13.
Notices.
All notices required to be given hereunder shall be given as follows: 


	
 

	
 


	
 

	
To Maker:


	
 

	
 


	
 

	
World Series of Golf, Inc.


	
 

	
10161 Park Run Drive,
 Suite 150


	
 

	
Las Vegas, NV 89145


	
 

	
 


	
 

	
To Holder:


	
 

	
 


	
 

	
The Slitz Family Trust 


	
 

	
2820 High Sail Court


	
 

	
Las Vegas, NV





          14.
Exercise
of Rights. No single or partial exercise of any power granted to
Holder under this Note shall preclude any other or further exercise thereof or
the exercise of any other power. Holder shall at all times have the right to
proceed in such order and manner as Holder may deem fit, without waiving any
rights with respect to any other remedy. No delay or omission on the part of
Holder in exercising any right under this Note shall operate as a waiver of
such right or of any other right.


          15.
Successors
and Assigns. The terms of this Note shall apply to, inure to the
benefit of, and bind all parties hereto, their heirs, legatees, devisees,
administrators, executors, successors, and assigns.


          16.
Construction
of Note. Captions in this Note are included solely for
convenience and are not to be referred to in construing or interpreting this
Note. Each reference in this Note to a particular paragraph is a reference to a
paragraph of this Note unless otherwise expressly indicated. The terms
“include,” “includes,” and “including” are not used in any limiting sense, but
rather by way of example or illustration. If any portion of this Note is
declared invalid, illegal or unenforceable by any court of competent
jurisdiction, such portion shall be deemed severed from this Note and the
remaining portions shall continue in full force and effect. Time is strictly of
the essence of each and every provision of this Note.


Page 4 of 6






          17.
Choice
of Law; Actions.


                    (i)
This Note shall be constructed and construed in accordance with the internal
substantive laws of the State of Nevada, without regard to the choice of law
principles of said State.


                    (ii)
The exclusive venue of any action, suit, counterclaim or cross claim by either
Maker or Holder arising under, out of, or in connection with this Note shall be
Clark County, Nevada. Maker hereby consents to the personal jurisdiction of any
court of competent subject matter jurisdiction sitting in Clark County, Nevada.


          18.
Waiver
of Jury Trial. Maker hereby knowingly, voluntarily,
intentionally, unconditionally and irrevocably waives any and all right to
trial by jury in any action, suit, counterclaim or cross claim arising out of,
or in connection with this Note or any course of conduct, course of dealing,
statements (whether oral or written) or actions of Holder with respect to this
Note. Maker agrees that it has received sufficient consideration for its waiver
hereunder, and understands that any such action shall be tried by a judge
without a jury.


          19.
Amendments.
The only way to amend or otherwise modify this Note is for all the parties to
sign a written instrument which expresses the intent to amend or otherwise
modify this Note. The party benefited by any condition or obligation may waive
the same, but such waiver shall not be enforceable by another party unless made
in writing and signed by the waiving party.


          20.
Warrants.
As additional consideration, Holder shall be entitled to receive warrants
representing one million one hundred fifty thousand shares of Maker’s common
stock exercisable at $0.50 per share until February 1, 2015, which shall be
issued to Holder within ten (10) days of the execution of this Note upon the
terms and conditions of Maker’s form of warrant.


Page 5 of 6






          IN WITNESS
WHEREOF, this Note has been executed effective the date and place
above written.


	
 

	
 

	
 


	
 

	
WORLD SERIES OF GOLF, INC.,


	
 

	
A Nevada corporation (“Maker”)


	
 

	
 

	
 


	
 

	
By: 

	
   /s/ Joseph F. Martinez


	
 

	
 

	



	
 

	
 

	
  Joseph F. Martinez


	
 

	
 

	
  Chief Executive Officer


	
 

	
 


	
 

	
Accepted and approved on behalf of


	
 

	
The Slitz Family Trust (“Holder”)


	
 

	
 

	
 


	
 

	
By: 

	
  /s/ John Slitz


	
 

	
 

	



	
 

	
 

	
  John Slitz


	
 

	
 

	
  Trustee


	
 

	
 

	
 


	
 

	
By: 

	
 /s/ Nancy Slitz


	
 

	
 

	



	
 

	
 

	
  Nancy Slitz


	
 

	
 

	
  Trustee





Page 6 of 6