9% CONVERTIBLE PROMISSORY NOTE NO. 2008-5

THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ ACT ”) OR APPLICABLE STATE SECURITIES LAWS (THE “ STATE ACTS ”), AND SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT UPON THE ISSUANCE TO THE CORPORATION OF A FAVORABLE OPINION OF ITS COUNSEL OR SUBMISSION TO THE CORPORATION OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO COUNSEL FOR THE CORPORATION, TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT AND THE STATE ACTS.

NO. 2008-5

WORLDWIDE STRATEGIES INCORPORATED, a Nevada corporation (the “ Corporation ”), is indebted and, for value received, promises to pay to the order of GLENWOOD PARTNERS, L.P. on June 12, 2009 (the “ Due Date ”), (unless this Note shall have been sooner prepaid as herein provided), upon presentation of this Note, Twenty Six Thousand Dollars ($26,000.00) (the “ Principal Amount ”) and to pay interest on the Principal Amount at the rate of nine percent (9%) per annum as provided herein until this Note is paid in full.

The Corporation covenants, promises and agrees as follows:

1.            Interest.   Interest that shall accrue on the Principal Amount shall be payable quarterly beginning on September 12, 2008.

2.            Prepayment.   The Corporation may prepay this Note without notice by paying to the Holder the entire outstanding Principal Amount and all accrued but unpaid interest on this Note.

3.            Conversion.

3.1.                      The Holder of this Note shall have the right, at such Holder’s option, upon a Default Event, to convert the Principal Amount of this Note and accrued but unpaid interest into such number of fully paid and nonassessable Shares, as shall be provided herein.

3.2.                      The Holder of this Note may exercise the conversion right provided in this Section 3 by giving written notice (the “ Conversion Notice ”) to the Corporation of the exercise of such right and stating the name or names in which the stock certificate or stock certificates for the Shares are to be issued and the address to which such certificates shall be delivered.  The Conversion Notice shall be accompanied by this Note.  The number of Shares that shall be issuable upon conversion of the Note shall equal the dollar amount to be converted divided by five cents ($0.05).

3.3.                      Conversion shall be deemed to have been effected on the date the Conversion Notice is given (the “ Conversion Date ”).  Within 10 business days after receipt of the Conversion Notice,

Note 2008-05                                                                                  -1-

the Corporation shall issue and deliver by hand against a signed receipt therefor or by United States registered mail, return receipt requested, to the address designated by the Holder of this Note in the Conversion Notice, a stock certificate or stock certificates representing the number of Shares to which such Holder is entitled.

3.4.                       Taxes.   The Corporation shall pay all documentary, stamp or other transactional taxes and charges attributable to the issuance or delivery of the Shares upon conversion; provided, however, that the Corporation shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the record Holder of this Note.

3.5.                       Reservation of Shares. The Corporation shall cause Worldwide Strategies Incorporated to reserve and keep available, free fr