PROMISSORY NOTE TO JAMES P.R. SAMUELS

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 (the “ Corporation ”), is indebted and, for value received, promises to pay to the order of JAMES P.R. SAMUELS on June 30, 2009 (the “ Due Date ”), (unless this Note shall have been sooner prepaid as herein provided), upon presentation of this Note, Ten Thousand Dollars ($10,000.00) (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 on the Due Date .

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.            Default.

3.1.       The entire unpaid and unredeemed balance of the Principal Amount and all Interest accrued and unpaid on this Note shall, at the election of the Holder, be and become immediately due and payable upon the occurrence of any of the following events (a “ Default Event ”):

(a)           The non-payment by the Corporation when due of principal and interest as provided in this Note or with respect to any other Note issued by the Corporation.

(b)           If the Corporation (i) applies for or consents to the appointment of, or if there shall be a taking of possession by, a receiver, custodian, trustee or liquidator for the Corporation or any of its property; (ii) becomes generally unable to pay its debts as they become due; (iii) makes a general assignment for the benefit of creditors or becomes insolvent; (iv) files or is served with any petition for relief under the Bankruptcy Code or any similar federal or state statute; (v) has any judgment entered against it in excess of $3,000,000 in any one instance or in the aggregate during any consecutive 12 month period or has any a