Exhibit 10.5 


NEITHER THIS NOTE NOR
THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS
AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH
THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, IS
AVAILABLE.


WORLD
SERIES OF GOLF, INC.


__% CONVERTIBLE NOTE


Maturity Date:
____________, 20__


Principal Amount:
$________


This
Convertible Note (the “Note”) is issued by World Series of Golf, Inc., a Nevada
Corporation (the “Company”), and this ___ day of ____, 20__ (the Issuance
Date”) to _____________________ (the “Holder”) of _____________, pursuant to
exemptions from registration under the Securities Act of 1933, as amended.


ARTICLE
I.

PRINCIPAL AND INTEREST


Section 1.1. For value received, the Company
promises to pay to Holder, or its registered assigns, the principal sum of the
lesser of _____________ Dollars ($_______) or the aggregate unpaid principal
amount outstanding on or before the Maturity Date, and to pay interest to the
Holder on the principal amount of this Note (the “Principal Amount”)
outstanding in arrears at the rate of __% per annum accruing from the Issuance
Date. Accrual of interest shall commence on the first business day to occur
after the Issuance Date and continue until payment in full of the principal sum
has been made or duly provided for. All interest and principal shall be due and
payable on the Maturity Date. If the Maturity Date is not a business day in the
State of Nevada, then such payment shall be made on the next succeeding
business day. The interest on this Note is payable at the option of the
Company, upon notice to the Holder not later than the tenth business day prior
to the maturity date, in cash or in shares of Common Stock of the Company,
$.001 par value per share (“Common Stock”) valued at the Conversion Price (as
defined herein), and in the absence of notice is payable in cash. All payments
of principal and interest shall be made to the Holder at the address set forth
above or such other address as the Holder shall notify 


1






the Company in
writing ten (10) days prior to the due date of any payment or upon any
prepayment of this Note as provided herein. 


Section 1.2. All payments of principal and
interest shall be made to the Holder at the address set forth above or such
other address as the Holder shall notify the Company in writing ten (10) days
prior to the due date of any payment or upon any prepayment of this Note as
provided herein.


Section 1.3. Notwithstanding any other
provision of this Note, cash payment of interest or principal due hereunder
shall be made only if and to the extent that payment of a distribution to
stockholders of the Company could then be made pursuant to Nevada Revised
Statutes 78.288(2).


Section 1.4. Unsecured Nature of Note. This
Note is unsecured.


ARTICLE
II.

CONVERSION RIGHTS; CONVERSION PRICE


Section 2.1. Conversion. The Holder shall have
the right, prior to the date on which this Note is paid in full, to convert at
any time, or from time to time, any part of the outstanding interest or
Principal Amount of this Note into fully paid and non-assessable shares of
Common Stock at the Conversion Price determined as provided herein. Promptly
after the surrender of this Note, accompanied by a Notice of Conversion of
Convertible Note in the form attached hereto as Exhibit 1, properly completed
and duly executed by the Holder (a “Conversion Notice”), the Company shall
issue and deliver to or upon the order of the Holder that number of shares of
Common Stock for the that portion of this Note to be converted as shall be
determined in accordance herewith. 


          No
fraction of a share or scrip representing a fraction of a share will be issued
on conversion, but the number of shares issuable shall be rounded to the
nearest whole share. The date on which Notice of Conversion is given (the
“Conversion Date”) shall be deemed to be the date on which the Holder faxes the
Notice of Conversion duly executed to the Company. Facsimile delivery of the
Notice of Conversion shall be accepted by the Company at facsimile number
__________Attn.: R. Terry Leiweke, President. Certificates representing Common
Stock upon conversion will be delivered to the Holder within five (5) Trading
Days from the date the Notice of Conversion is delivered to the Company.
Delivery of shares upon conversion shall be made to the address specified by
the Holder in the Notice of Conversion.


          In
the event that the Company fails for any reason to effect delivery of such
shares of Common Stock within five (5) Trading Days from the date the Notice of
Conversion is delivered to the Company, the Holder will be entitled to revoke
the relevant Notice of Conversion by delivering a notice to such effect to the
Company, whereupon the Company and the Holder shall each be restored to their
respective positions immediately prior to delivery of such Notice of
Conversion, and in such event no late payments shall be due in connection with
such withdrawn conversion.


          If
the average closing price for the Company’s common stock on the NASD OTCBB (or
such other principal market upon which the Common Stock of the Company may be
listed) for 


2






twenty (20)
consecutive trading days following the effectiveness of the registration of the
shares issuable upon conversion of this Note is equal to or greater than $2.50
per share and the average daily trading volume for the Company’s common stock
over such twenty-day period is equal to or greater than fifty-thousand (50,000)
shares per day, we shall have unlimited discretion to call this Note at its
conversion price of $_____ per share within fifteen (15) business days of such
occurrence by providing written notice to the Holder. Certificates for shares
purchased by conversion hereunder shall be delivered to the holder hereof
within twenty (20) Trading Days after the date on which this Note shall have
been converted by the Company as aforesaid. This Note shall be deemed to have
been converted and such certificate or certificates shall be deemed to have
been issued, and Holder or any other person so designated to be named herein
shall be deemed to have become a holder of record of such shares for all
purposes, as of the date the Note has been converted by notice given by the
Company. 


Section 2.2. Conversion. The number of
shares of Common Stock to be issued upon each conversion of this Note shall be
determined by dividing (i) the amount of Principal and interest to be converted
by (ii) the Conversion Price. 


Section 2.3. Conversion Price. Upon any
conversion of this Note, the conversion price shall be $_____ per share,
subject to adjustment from time to time upon the happening of certain events
(the “Conversion Price”) as set forth below.


          (a)
Stock Splits, etc. In case the Company shall: (i) pay a dividend in
shares of Common Stock or make a distribution in shares of Common Stock to
holders of its outstanding Common Stock, (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares of Common Stock, (iii) combine its
outstanding shares of Common Stock into a smaller number of shares of Common
Stock, or (iv) issue any shares of its capital stock in a reclassification of
the Common Stock, then the number of shares of Common Stock issuable upon
conversion of this Note immediately prior thereto shall be adjusted so that the
holder of this Note shall be entitled to receive the kind and number of shares
of Common Stock which he would have owned or have been entitled to receive had
such Note been converted in advance thereof. An adjustment made pursuant to
this paragraph shall become effective immediately after the effective date of
such event retroactive to the record date, if any, for such event.


          (b)
Reorganization, Reclassification, Merger, Consolidation or Disposition of
Assets. In case the Company shall reorganize its capital, reclassify its
capital stock, consolidate or merge with or into another corporation (where the
Company is not the surviving corporation or where there is a change in or
distribution with respect to the Common Stock of the Company), or sell,
transfer or otherwise dispose of all or substantially all its property, assets
or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, 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 Holder shall have the right
thereafter to receive, upon conversion of this Note, the number of shares of
common stock of the successor or acquiring corporation or of the Company, if it
is the surviving corporation, and 


3






Other Property
receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a holder of the number of
shares of Common Stock into which this Note is convertible immediately prior to
such event. In case of any such reorganization, reclassification, merger,
consolidation or disposition of assets, the successor or acquiring corporation
(if other than the Company) shall expressly assume the due and punctual
observance and performance of each and every covenant and condition of this
Note to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of the number of
shares of common stock into which this Note is convertible which shall be as
nearly equivalent as practicable to the adjustments provided for in this
Section 2.3(b). For purposes of this Section 2.3(b), “common stock of the
successor 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 redemption 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 of this Section 2.3(b) shall similarly
apply to successive reorganizations, reclassifications, mergers, consolidations
or disposition of assets.


          (c)
Subsequent Sales of Common Stock. If the Company at any time sells,
grants any option to purchase, otherwise disposes of, or issues (or announces
any sale, grant, or any option to purchase or other disposition) any Common
Stock of the Corporation at an effective price per share that is lower than the
conversion price (such lower price, the “Base Conversion Price” and such
issuances collectively, a “Dilutive Issuance”), then the Conversion Price shall
be reduced to equal the Base Conversion Price. 


          (d)
Notice of Adjustment. Whenever the number of shares of Common Stock or
number or kind of securities or other property issuable upon the conversion of
this Note or the Conversion Price is adjusted, as herein provided, the Company
shall promptly mail by registered or certified mail, return receipt requested,
to the Holder of this Note notice of such adjustment or adjustments setting
forth the number of shares of Common Stock (and other securities or property)
issuable upon the conversion of this Note and the Conversion Price of such
shares of Common Stock (and other securities or property) after such
adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was made.
Such notice, in the absence of manifest error, shall be conclusive evidence of
the correctness of such adjustment.


Section 2.4. Notice of Corporate Action.
If at any time:


          (a)
the Company shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive a dividend or other distribution, or any
right to subscribe for or purchase any evidences of its indebtedness, any
shares of stock of any class or any other securities or property, or to receive
any other right, or


          (b)
there shall be any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company or any consolidation or
merger of the 


4






Company with,
or any sale, transfer or other disposition of all or substantially all the
property, assets or business of the Company to, another corporation or,


          (c)
there shall be a voluntary or involuntary dissolution, liquidation or winding
up of the Company;


          then,
in any one or more of such cases, the Company shall give to Holder (i) at least
30 days’ prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, at least 30 days’ prior written notice of the date when the same shall take
place. Such notice in accordance with the foregoing clause also shall specify
(x) the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common Stock
shall be entitled to any such dividend, distribution or right, and the amount
and character thereof, and (y) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 5.1.


Section 2.5. Method of Conversion.
Except as otherwise provided in this Note or agreed to by the Holder, this Note
may be converted by the Holder pursuant to its conversion rights set forth in
Section 2.1 in whole at any time or in part (provided each such partial
conversion is at least $10,000) by submitting to the Company a Conversion
Notice and surrendering this Note with the mailed confirmation of the
Conversion Notice at the office of the Company as provided in Section 5.1. Upon
a partial conversion of this Note, a new note containing the same date and
provisions as this Note shall be issued by the Company to the Holder for the
balance due hereunder which shall not have been converted.


Section 2.6. Restrictions on Securities.
This Note has been issued by the Company pursuant to the exemption from
registration under the Securities Act of 1933, as amended (the “Act”). None of
this Note or the shares of Common Stock issuable upon conversion of this Note
may be offered, sold or otherwise transferred unless (i) they first shall have
been registered under the Act and applicable state securities laws or (ii) the
Company shall have been furnished with an opinion of legal counsel (in form,
substance and scope reasonably acceptable to Company) to the effect that such
sale or transfer is exempt from the registration requirements of the Act. Each
certificate for shares of Common Stock issuable upon conversion of this Note
that have not been so registered and that have not been sold pursuant to an
exemption that permits removal of the applicable legend, shall bear a legend
substantially in the following form, as appropriate:


	
 

	
 

	
 


	
 

	
THE
 SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
 ACT OF 1933 (THE “ACT”). THE SECURITIES REPRESENTED HEREBY MAY NOT BE
 OFFERED, SOLD OR 

	
 





5






	
 

	
 

	
 


	
 

	
OTHERWISE
 TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE
 SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN
 AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

	
 





Upon the
request of a holder of a certificate representing any shares of Common Stock issuable
upon conversion of this Note, the Company shall remove the foregoing legend
from the certificate or issue to such Holder a new certificate free of any
transfer legend, if (a) with such request, the Company shall have received an
opinion of counsel, reasonably satisfactory to the Company in form, substance
and scope, to the effect that any such legend may be removed from such
certificate or (b) a registration statement under the Act covering such
securities is in effect.


Section 2.7. Reservation of Common Stock.



          (a)
The Company covenants that during the period the Note is outstanding, it will
reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of Common Stock of the Company upon the
Conversion of the Note. The Company further covenants that its issuance of this
Note shall constitute full authority to its officers who are charged with the
duty of executing stock certificates to execute and issue the necessary
certificates for shares of Common Stock of the Company issuable upon the
conversion of this Note. The Company will take all such reasonable action as
may be necessary to assure that such shares of Common Stock may be issued as
provided herein without violation of any applicable law or regulation, or of
any requirements of the NASD OTCBB (or such other principal market upon which
the Common Stock of the Company may be listed).


          (b)
The Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Note, but will at all times in good faith assist in
the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of Holder against impairment.
Without limiting the generality of the foregoing, the Company will (a) not
increase the par value of any shares of Common Stock issuable upon the
conversion of this Note above the amount payable therefor upon such conversion
immediately prior to such increase in par value, (b) take all such action as
may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable shares of Common Stock upon the
conversion of this Note, and (c) use its best efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be necessary to enable the Company to perform its
obligations under this Note.


          (c)
Upon the request of Holder, the Company will at any time during the period this
Note is outstanding acknowledge in writing, in form reasonably satisfactory to
Holder, the continuing validity of this Note and the obligations of the Company
hereunder.


          (d)
Before taking any action which would cause an adjustment reducing the current
Conversion Price below the then par value, if any, of the shares of Common
Stock issuable upon 


6






conversion of
the Notes, the Company shall take any corporate action which may be necessary
in order that the Company may validly and legally issue fully paid and non-assessable
shares of such Common Stock at such adjusted Conversion Price.


          (e)
Before taking any action which would result in an adjustment in the number of
shares of Common Stock into which this Note is convertible or in the Conversion
Price, the Company shall obtain all such authorizations or exemptions thereof,
or consents thereto, as may be necessary from any public regulatory body or
bodies having jurisdiction thereof.


          (f)
If at any time the Company does not have a sufficient number of authorized and
available shares of Common Stock for issuance upon conversion of the Note, then
the Company shall call and hold a special meeting of its stockholders within
forty-five (45) days of that time for the sole purpose of increasing the number
of authorized shares of Common Stock.


Section 2.8. Prepayment. 


          (a)
The Company shall have the option to prepay some or all of the outstanding
Principal Amount of this Note, pursuant to the provisions of this Section 2.9.
The prepayment price shall be equal to the outstanding Principal Amount (or
portion thereof) to be prepaid as of the date of prepayment (the “Prepayment
Date”) together with any accrued and unpaid interest. If this Note is called
for prepayment pursuant this Section 2.8, the Company shall give written notice
to the Holder not less than thirty (30) days nor more than sixty (60) days
prior to the Prepayment Date, setting forth the prepayment price to be paid,
instructions for presentation of the Notes for prepayment and the Prepayment Date.
Upon notice of any prepayment, the Company covenants and agrees that upon
presentation of the Notes, it will pay on the Prepayment Date the Principal to
be prepaid as specified in such notice (the “Prepayment Amount”). Holders may
convert their Notes pursuant to Article II of this Note during the period from
the date of notice of prepayment until 5:00 p.m. Pacific Time on the business
day immediately prior to the Prepayment Date.


          (b)
If all of the outstanding Principal Amount of this Note is being prepaid, and
if the Holder does not wish to convert the Note, the Holder shall cause such
Note to be timely delivered to the Company at its principal offices after
receiving the notice of prepayment required by this Section 2.8. 


          (c)
If (i) upon notice of any prepayment a Holder determines not to convert his
note with in the period provided in Section 2.8(a); and (ii) on or before the
Prepayment Date the Company makes payment to Holder of 100% of the outstanding
Principal Amount of the Note, then, on and after said Prepayment Date,
notwithstanding that this Note shall not have been surrendered for prepayment,
the obligation evidenced by the Note shall be deemed no longer outstanding, and
all rights with respect thereto shall forthwith cease and terminate.


Section 2.9. Paying Agent and Registrar.
Initially, the Company will act as paying agent and registrar. The Company may
change any paying agent, registrar, or Company-registrar by giving the Holder
not less than ten (10) business days’ written notice of its election to do so,
specifying the name, address, telephone number and facsimile number of the
paying agent or registrar. 


7






ARTICLE
III.

REPRESENTATIONS AND WARRANTIES OF HOLDER


Section 3.1. The Holder represents and
warrants to the Company:


          (a)
The Holder of this Note, by acceptance hereof, agrees that this Note is being
acquired for investment and that such Holder will not offer, sell or otherwise
dispose of this Note or the Common Stock issuable upon conversion hereof except
under circumstances that will not result in a violation of the Act or any
application state securities laws or similar laws relating to the sale of
securities;


          (b)
That Holder understands that none of this Note or the Common Stock issuable
upon conversion hereof have been registered under the Securities Act of 1933,
as amended (the “Act”), in reliance upon the exemptions from the registration
provisions of the Act and any continued reliance on such exemption is
predicated on the representations of the Holder set forth herein;


          (c)
Holder (i) has adequate means of providing for his current needs and possible
contingencies, (ii) has no need for liquidity in this investment, (iii) is able
to bear the substantial economic risks of an investment in this Note for an
indefinite period, (iv) at the present time, can afford a complete loss of such
investment, and (v) does not have an overall commitment to investments which
are not readily marketable that is disproportionate to Holder’s net worth, and
Holder’s investment in this Note will not cause such overall commitment to
become excessive;


          (d)
Holder is an “accredited investor” (as defined in Regulation D promulgated
under the Act) and the Holder’s total investment in this Note does not
exceed 10% of the Holder’s net worth; and


          (e)
Holder recognizes that an investment in the Company involves significant risks
and only investors who can afford the loss of their entire investment should
consider investing in the Company and this Note. 


ARTICLE
IV.

EVENTS OF DEFAULT


Section 4.1. Default. In case one or
more of the following events (“Events of Default”) (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body) shall have occurred:


          (a)
default in the due and punctual payment of all or any part of any payment of
interest or the Principal Amount as and when such amount or such part thereof
shall become due and payable hereunder; or


          (b)
failure on the part of the Company duly to observe or perform in all material
respects any of the covenants or agreements on the part of the Company
contained herein (other 


8






than those
covered by clause (a) above) for a period of 10 business days after the date on
which written notice specifying such failure, stating that such notice is a
“Notice of Default” hereunder and demanding that the Company remedy the same,
shall have been given by the Holder by registered or certified mail, return
receipt requested, to the Company; or


          (c)
any representation, warranty or statement of fact made by the Company herein
when made or deemed to have been made, false or misleading in any material
respect; provided, however, that such failure shall not result in
an Event of Default to the extent it is corrected by the Company within a
period of 5 business days after the date on which written notice specifying
such failure, stating that such notice is a “Notice of Default” hereunder and
demanding that the Company remedy same, shall have been given by the Holder by
registered or certified mail, return receipt requested; or


          (d)
any of the following actions by the Company pursuant to or within the meaning
title 11, U.S. Code or any similar federal or state law for the relief of
debtors (collectively, the “Bankruptcy Law”): (A) commencement of a voluntary
case or proceeding, (B) consent to the entry of an order for relief against it
in an involuntary case or proceeding, (C) consents to the appointment of a
receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law (each, a “Custodian”), of it or for all or substantially all of
its property, (D) a general assignment for the benefit of its creditors, or (E)
admission in writing its inability to pay its debts as the same become due; or


          (e)
entry by a court of competent jurisdiction of an order or decree under any
Bankruptcy Law that: (A) is for relief against the Company in an involuntary
case, (B) appoints a Custodian of the Company or for all or substantially all
of the property of the Company, or (C) orders the liquidation of the Company,
and such order or decree remains unstayed and in effect for 60 days; or


          (f)
the Company shall have its Common Stock suspended or delisted from trading on
the NASD OTCBB (or such other principal market upon which the Common Stock of
the Company may be listed) for two (2) Trading Days;


          then,
in each case where an Event of Default specified in Sections 4.1(a), (b), (c)
or (f) occurs, the Holder, by notice in writing to the Company (the
“Acceleration Notice”), may declare the outstanding Principal Amount (in whole
or in part) to be due and payable immediately, and upon any such declaration
the same shall become immediately due and payable; provided, however,
that if an Event of Default specified in Section 4.1(d) or (e) occurs, the
outstanding Principal Amount shall become and be immediately due and payable
without any declaration or other act on the part of the Holder. 


Section 4.2. Payment of Costs. The
Company shall reimburse the Holder, on demand, for any and all reasonable costs
and expenses, including reasonable attorneys’ fees and disbursement and court
costs, incurred by the Holder in collecting or otherwise enforcing this Note or
in attempting to collect or enforce this Note.


Section 4.3. Powers and Remedies
Cumulative; Delay or Omission Not Waiver of Default. No right or remedy
herein conferred upon or reserved to the Holder is intended to be exclusive of 


9






any other
right or remedy available to Holder under applicable law, and every such right
and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy. No delay or omission of the Holder to
exercise any right or power accruing upon any Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Default or an acquiescence therein; and every power and
remedy given by this Note or by law may be exercised from time to time, and as
often as shall be deemed expedient, by the Holder.


Section 4.4. Waiver of Past Defaults.
The Holder may waive any past default or Event of Default hereunder and its
consequences but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.


Section 4.5. Waiver of Presentment etc.
The Company hereby waives presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance
and enforcement of this Note, except as specifically provided herein.


ARTICLE
V.

MISCELLANEOUS


Section 5.1. Notices. Any notice herein
required or permitted to be given shall be in writing and may be personally
served or delivered by courier or sent by United States mail and shall be
deemed to have been given upon receipt if personally served (which shall
include telephone line facsimile transmission) or sent by courier or three (3)
days after being deposited in the United States mail, certified, with postage
pre-paid and properly addressed, if sent by mail. For the purposes hereof, the
address of the Holder shall be the address shown on the first page of hereof;
and the address of the Company shall be 5340 Procyon St., Las Vegas, NV 89118.
The Company shall accept facsimile notice at the following number ____________
Attn.: R. Terry Leiweke. Both the Holder and the Company may change the address
for service by delivery of written notice to the other as herein provided.


Section 5.2. Entire Agreement and Amendment
Provision. This Note represents the entire agreement between the parties
hereto with respect to the subject matter hereof and there are no
representations, warranties or commitments, except as set forth herein. This
Note and any provision hereof may be amended only by an instrument in writing
signed by the Company and the Holder.


Section 5.3. Assignability. This Note
shall be binding upon the Company and its successors and assigns and shall
inure to be the benefit of the Holder and its successors and assigns; provided,
however, that so long as no Event of Default has occurred, this Note shall only
be transferable in whole subject to the restrictions contained in the
restrictive legend on the first page of this Note. 


Section 5.4. Governing Law. This Note
shall be governed by the internal laws of the State of Nevada, without regard
to conflicts of laws principles. The parties hereto hereby submit to the 


10






exclusive
jurisdiction and venue of the state or federal courts sited in Clark County,
Nevada with respect to any dispute arising under this Note.


Section 5.5. Replacement of Note. The
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Note,
and in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it (which shall not include the posting of any bond), and upon
surrender and cancellation of such Note, if mutilated, the Company will make
and deliver a new Note of like tenor.


Section 5.6. This Note 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 stockholder 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 5.7. Severability. In case any
provision of this Note is held by a court of competent jurisdiction to be
excessive in scope or otherwise invalid or unenforceable, such provision shall
be adjusted rather than voided, if possible, so that it is enforceable to the
maximum extent possible, and the validity and enforceability of the remaining
provisions of this Note will not in any way be affected or impaired thereby.


Section 5.8. Headings. The headings of
the sections of this Note are inserted for convenience only and do not affect
the meaning of such section.


Section 5.9. Counterparts. This Note
may be executed in multiple counterparts, each of which shall be an original,
but all of which shall be deemed to constitute on instrument.


        IN
WITNESS WHEREOF, with the intent to be legally bound hereby, the Company as
executed this Note as of the date first written above.


	
 

	
 

	
 

	
 


	
WORLD SERIES OF GOLF, INC.

	
 

	
HOLDER


	
 

	
 

	
 


	


	
 

	



	
 By: R. TERRY LEIWEKE
        PRESIDENT

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
Its: 

	
 


	
 

	
 

	
 

	






11






EXHIBIT 1


CONVERSION NOTICE


	
 


	






(To be executed by the Holder in order to
Convert the Note)


TO:


The
undersigned hereby irrevocably elects to convert US$______________ of the
Principal Amount of the above Note into Shares of Common Stock of World Series
of Golf, Inc., according to the conditions stated therein, as of the Conversion
Date written below. If shares are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto and is delivering herewith such certificates and opinions as
reasonably requested by the Company in accordance therewith. No fee will be
charged to the Holder for any conversion, except for such transfer taxes, if
any.


	
 

	
 


	
Conversion Date:

	
 


	
 

	









	
 

	
 


	
Applicable
 Conversion Price: $

	
 


	
 

	









	
 

	
 


	
Signature:

	
 


	
 

	



	
 

	
 


	
Name:

	
 


	
 

	



	
 

	
 


	
Address:

	
 


	
 

	



	
 

	
 


	
 

	
 


	
 

	



	
 

	
 


	
Tax I.D. or
 Soc. Sec. No:

	
 


	
 

	









	
 

	
 


	
Principal
 Amount to be converted:


	
US$

	
 


	
 

	



	
 

	
 


	
Amount of
 Note unconverted:


	
US$

	
 


	
 

	









	
 

	
 


	
Number of
 shares of Common Stock to be issued:

	
 


	
 

	






12