|
EXHIBIT 10.7
9% CONVERTIBLE PROMISSORY NOTE NO. 2007-8
DATED APRIL 5, 2007
<PAGE>
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
APRIL 5, 2007
NO. 2007-8
WORLDWIDE STRATEGIES INCORPORATED, a Nevada corporation (the
"CORPORATION"), is indebted and, for value received, promises to
pay to the
order of EDWARD WEISBERG on APRIL 5TH, 2008 (the "DUE DATE"),
(unless this Note
shall have been sooner prepaid as herein provided), upon
presentation of this
Note, FOUR THOUSAND DOLLARS ($4,000.00) (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 JULY 5TH, 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, 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, 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
<PAGE>
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 from
preemptive
rights, unissued or treasury shares of Common Stock sufficient
to effect the
conversion of this Note while this Note
| 
