WORLDWIDE STRATEGIES INC
EXH 10-6 NOTE
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<TYPE>EX-10
<SEQUENCE>7
<FILENAME>exh10-6_note.txt
<DESCRIPTION>EXH 10-6 NOTE
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                                  EXHIBIT 10.6

                   9% CONVERTIBLE PROMISSORY NOTE NO. 2007-7
                               DATED APRIL 5, 2007


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         THE SECURITIES  REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1934 (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. 2007-7

         WORLDWIDE   STRATEGIES   INCORPORATED,   a  Nevada   corporation   (the
"CORPORATION"),  is indebted  and,  for value  received,  promises to pay to the
order of ROBERT  KANE on APRIL 5TH,  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 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

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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 is outstanding.

         4.       DEFAULT.

              4.1. 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 attachment or levy made to or against any
of its  property  or assets;  (vi)  defaults  with  respect to any  evidence  of
indebtedness or liability for borrowed money, or any such indebtedness shall not
be paid as and when due and payable;  or (vii) has  assessed or imposed  against
it, or if there shall exist, any general or specific lien for any federal, state
or local taxes or charges against any of its property or assets.

              4.2.  Each  right,  power or remedy of the Holder  hereof upon the
occurrence of any Default Event as provided for in this Note or now or hereafter
existing at law or in equity or by statute  shall be cumulative  and  concurrent
and shall be in addition to every other right,  power or remedy  provided for in
this Note or now or  hereafter  existing at law or in equity or by statute,  and
the exercise or beginning of the exercise by the Holder or transferee  hereof of
any one or more of such  rights,  powers  or  remedies  shall not  preclude  the
simultaneous  or later  exercise  by the Holder  hereof of any or all such other
rights, powers or remedies.

         5. FAILURE TO ACT AND WAIVER.  No failure or delay by the Holder hereof
to insist  upon the strict  performance  of any term of this Note or to exercise
any right,  power or remedy consequent upon a default hereunder shall constitute
a waiver of any such term or of any such breach,  or preclude the Holder  hereof
from exercising any such right,  power or remedy at any later time or times. The
failure  of the Holder of this Note to give  notice of any  failure or breach of
the  Corporation  under this Note shall not

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constitute a waiver of any right or remedy in respect of such continuing failure
or breach or any subsequent failure or breach.

         6. CONSENT TO JURISDICTION.  The Corporation hereby agrees and consents
that any action,  suit or proceeding  arising out of this Note may be brought in
any  appropriate  court in the State of Colorado,  including  the United  States
District  Court for the  District  of  Colorado,  or in any other  court  having
jurisdiction  over the subject  matter,  all at the sole  election of the Holder
hereof,  and  by the  issuance  and  execution  of  this  Note  the  Corporation
irrevocably consents to the jurisdiction of each such court.

         7.  TRANSFER.  This  Note  shall  be  transferred  on the  books of the
Corporation  only by the  registered  Holder hereof or by his/her  attorney duly
authorized  in writing or by  delivery  to the  Corporation  of a duly  executed
Assignment  substantially  in  the  form  attached  hereto  as  Exhibit  A.  The
Corporation  shall be  entitled to treat any holder of record of the Note as the
holder in fact  thereof and shall not be bound to  recognize  any  equitable  or
other claim to or interest in this Note in the name of any other person, whether
or not it shall have express or other notice thereof, save as expressly provided
by the Laws of Colorado.

         8. NOTICES.  All notices and communications under this Note shall be in
writing  and shall be either  delivered  in  person or  accompanied  by a signed
receipt  therefor or mailed  first-class  United States  certified mail,  return
receipt  requested,  postage  prepaid,  and  addressed  as  follows:  if to  the
Corporation, to 3801 East Florida Avenue, Suite 400, Denver, Colorado 80210 and,
if to the holder of this Note,  to the  address of such  holder as it appears in
the books of the Corporation.  Any notice of communication shall be deemed given
and received as of the date of such delivery or mailing.

         9.  GOVERNING  LAW.  This Note shall be governed by and  construed  and
enforced  in  accordance  with the  laws of the  State of  Colorado,  or,  where
applicable, the laws of the United States.

IN WITNESS  WHEREOF,  the  Corporation  has caused this Note to be duly executed
under its corporate seal.

ATTEST:                                  WORLDWIDE STRATEGIES INCORPORATED




By:  /s/ W. EARL SOMERVILLE              By: /s/ JAMES P. SAMUELS
   ---------------------------------        ------------------------------------
W. Earl Somerville                       James P. Samuels
Treasurer                                CEO

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                                    EXHIBIT A

                                   ASSIGNMENT

         FOR   VALUE    RECEIVED,    the    undersigned    hereby   assigns   to
___________________________________,   the   Convertible   Note   of   WORLDWIDE
STRATEGIES   INCORPORATED,   No.  2007-  7  and  hereby   irrevocably   appoints
______________________________,  Attorney, to transfer said Note on the books of
the within named corporation, with full power of substitution in the premises.

         WITNESS my hand and seal this ____ day of __________________, 2007.





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