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CONVERTIBLE BRIDGE NOTE
THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”) AND APPLICABLE
STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO OR FOR RESALE IN CONNECTION
WITH THE DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE NOTE
UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH DISPOSITION IS IN COMPLIANCE WITH THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAW.
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US
$16,667.00
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Newport
Beach, California
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[________],
2008
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World
Am, Inc. (the “Company”) hereby promises to pay to
James H. Alexander (the “Payee”), the sum of
Sixteen Thousand Six Hundred Sixty-seven Dollars ($16,667.00)
on [___________] (the "Maturity Date") as specified
below.
1.
Interest .
This Note shall not bear interest.
2.
Payment with Common Stock .
At the Maturity Date, this Note shall be converted into shares of
the Common Stock of the Company at a price per share equal to the
market value of the Company’s common stock on the trading day
immediately prior to conversion. The market value of the
Company’s common stock on any trading day which is publicly
traded on a national securities exchange (including the NASDAQ
Global Market) or a national quotation system shall be the average
of the highest and lowest prices at which that stock is sold on (A)
the principal exchange on which such common stock is then listed or
admitted to trading or on the NASDAQ Global Market, as applicable;
or (B) if no sale takes place on that day on such exchange or
system, the average of the official closing bid and asked prices
for that stock.. No fractional shares of capital stock shall be
issued upon conversion of this Note. In lieu of the Company issuing
any fractional shares t
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