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EXHIBIT 10.39
9% CONVERTIBLE PROMISSORY NOTE NO. 2007-18
DATED AUGUST 30, 2007
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.
WORLDWIDE STRATEGIES INCORPORATED
A Nevada Corporation
August 30, 2007
NO. 2007-18
WORLDWIDE STRATEGIES
INCORPORATED, a Nevada corporation (the “
Corporation ”), is indebted and, for value
received, promises to pay to the order of JAMES PR
SAMUELS REVOCABLE TRUST on August
30 th
, 2008 (the “ Due Date
”), (unless this Note shall have been sooner prepaid as
herein provided), upon presentation of this Note,
Five Thousand Dollars ($5,000.00) (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
November 30, 2007.
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, at the
conclusion of the term of the note, 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 seven cents ($0.07).
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, 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 Corporat
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