WORLDWIDE STRATEGIES INC (Form: SB-2/A, Received: 11/02/2005 16:56:45)

As filed November 2, 2005 File No. 333-129398

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2/A
AMENDMENT NO. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

WORLDWIDE STRATEGIES INCORPORATED
(Name of small business issuer in its charter)

           NEVADA                             4899                                41-0946897
  (State or jurisdiction of      (Primary Standard Industrial       (I.R.S. Employer Identification No.)
incorporation or organization     Classification Code Number)

3801 EAST FLORIDA AVENUE, SUITE 400
DENVER, COLORADO 80210
(303) 991-5887
(Address and telephone number of principal executive offices)

3801 EAST FLORIDA AVENUE, SUITE 400
DENVER, COLORADO 80210
(Address of principal place of business or intended
principal place of business)

JAMES P.R. SAMUELS, PRESIDENT
WORLDWIDE STRATEGIES INCORPORATED
3801 EAST FLORIDA AVENUE, SUITE 400
DENVER, COLORADO 80210
(303) 991-5887
(Name, address and telephone number of agent for service)

Copies of all communications to:
FAY M. MATSUKAGE, ESQ.
DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.
455 SHERMAN STREET, SUITE 300
DENVER, COLORADO 80203

(303) 777-3737; (303) 777-3823 FAX

Approximate date of proposed sale to the public: As soon as practicable after
the effective date of the Registration Statement.

If any of the securities registered on this form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
                                                           PROPOSED MAXIMUM        PROPOSED MAXIMUM
  TITLE OF EACH CLASS OF        AMOUNT TO BE              OFFERING PRICE PER      AGGREGATE OFFERING        AMOUNT OF
SECURITIES TO BE REGISTERED  REGISTERED (1)<F1> (2)<F2>        UNIT (3)<F3>           PRICE (3)<F3>      REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Common stock, $0.001 par         19,610,000                       $0.93                 $18,237,300         $2,146.53
value per share
-------------------------------------------------------------------------------------------------------------------------
------------------
(1)<F1>  Pursuant to Rule 416 of the Securities Act of 1933, as amended, this
         registration statement also covers such additional number of shares of
         common stock that may become issuable as a result of any stock splits,
         stock dividends, or other similar transactions.

(2)<F2>  Includes 19,610,000 shares representing (i) 5,460,000 shares owned by
         selling security holders and (ii) 12,150,000 shares of common stock
         issuable upon exercise of the warrants and stock options, (iii)
         2,000,000 shares to be issued in connection with a stock swap
         arrangement, and (iv) any securities issued or issuable upon any stock
         split, dividend or other distribution recapitalization or similar event
         with respect to the foregoing.

(3)<F3>  Estimated pursuant to Rule 457(c) solely for the purpose of calculating
         the registration fee, based upon the average of the bid and asked
         prices for such shares of common stock on October 31, 2005, as reported
         by the Pink Sheets.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Subject to Completion, Dated November 2, 2005

WORLDWIDE STRATEGIES INCORPORATED
UP TO 19,610,000 SHARES OF COMMON STOCK

Unless the context otherwise requires, the terms "we", "our" and "us" refers to Worldwide Strategies Incorporated.

This prospectus relates to the resale by selling stockholders of up to 5,460,000 shares owned by selling security holders and 12,150,000 shares of common stock issuable upon exercise of the warrants and stock options. We will not receive any proceeds from sale of any of the shares offered by the selling stockholders. We are also registering 2,000,000 shares of common stock to be issued in connection with a stock swap arrangement. We will pay the expenses of registering these shares.

Our common stock is quoted on the "pink sheets" under the symbol "WWSI.PK." On October 31, 2005, the closing bid price for our common stock was $0.95 per share.

INVESTING IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. A DETAILED EXPLANATION OF THESE RISKS IS INCLUDED IN THE SECTION ENTITLED "RISK FACTORS" OF THIS PROSPECTUS, BEGINNING ON PAGE 4.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal OFFENSE.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

____________, 2005

                                TABLE OF CONTENTS
                                                                            PAGE

PROSPECTUS SUMMARY.............................................................3
RISK FACTORS...................................................................4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..............................8
USE OF PROCEEDS................................................................8
MARKET FOR COMMON EQUITY.......................................................9
DIVIDEND POLICY................................................................9
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION......................9
BUSINESS......................................................................13
MANAGEMENT....................................................................19
EXECUTIVE COMPENSATION........................................................22
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................24
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................25
DESCRIPTION OF SECURITIES.....................................................25
SELLING STOCKHOLDERS..........................................................26
PLAN OF DISTRIBUTION..........................................................28
LEGAL MATTERS.................................................................30
EXPERTS.......................................................................30
ADDITIONAL INFORMATION........................................................30
REPORTS TO STOCKHOLDERS.......................................................30
INDEX TO FINANCIAL STATEMENTS.................................................30

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. You should carefully read this entire prospectus and the financial statements contained in this prospectus before purchasing our securities.

WORLDWIDE STRATEGIES INCORPORATED

We are engaged in providing business process outsourcing services. We have affiliated call centers in the United States, Central America, and South America. We propose to acquire Cascade Callworks, Inc., an existing call center in Vancouver, Washington, and build our own center in Colorado Springs, Colorado.

For companies that already have in-house call centers, we market and support call center platform applications. We are a reseller for TouchStar Software Corporation, which is a privately held software developer of software-based telephone systems. We intend to further develop our relationship by becoming minority owners in each other. We have agreed in principle that Touchstar Software Corporation will acquire an equity interest in us valued at a specific amount and that we will acquire an equity interest in its subsidiary, TouchStar International Sales Limited, also valued at the same amount.

Our principal executive offices are located at 3810 East Florida Avenue, Suite 400, Denver, Colorado 80210, and our telephone number is (303) 991-5887. Our website is located at WWW.WIDEINC.COM. Information contained in our website is not part of this prospectus.

THE OFFERING

Securities offered..................Up to 19,610,000 shares of common stock by
                                    selling stockholders.

Use of proceeds.....................We will not receive any of the proceeds from
                                    the selling stockholders of shares of our
                                    common stock.

Securities outstanding..............12,995,526 shares of common stock as of
                                    October 31, 2005.

Plan of distribution................The offering is made by the selling
                                    stockholders named in this prospectus, to
                                    the extent they sell shares.  Sales may be
                                    made in the open market or in private
                                    negotiated transactions, at fixed or
                                    negotiated prices.  See "Plan of
                                    Distribution."

Risk factors........................An investment is subject to risk.  See "Risk
                                    Factors."

SUMMARY SELECTED FINANCIAL INFORMATION

The balance sheet and income statement data shown below were derived from our audited consolidated financial statements. You should read this summary financial data in conjunction with "Management's Discussion and Analysis or Plan of Operation," "Business," and our financial statements.

BALANCE SHEET DATA:
JULY 31,

                                                  2005
Cash.....................................     $   423,690
Working capital..........................     $   413,843
Total assets.............................     $   506,428
Total liabilities........................     $    39,664
Stockholders' equity.....................     $   466,764

STATEMENT OF OPERATIONS DATA:
MARCH 1, 2005
(INCEPTION)

THROUGH JULY

                                                  31, 2005
Revenue.................................        $        --
Net (loss)..............................        $  (323,298)
Basic and diluted (loss) per share......        $     (0.05)

RISK FACTORS

Before deciding to invest in us or to maintain or increase your investment, you should carefully consider the risk factors described below, together with all other information in this prospectus and in our other filings with the SEC, before making an investment decision. If any of the following risks actually occurs, our business, financial conditions or operating results could be materially adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

AS A DEVELOPMENT STAGE COMPANY, WE CANNOT ASSURE YOU THAT WE WILL SUCCEED OR BE PROFITABLE.

We have been in business for less than a year. From March 1, 2005 (inception) through July 31, 2005, we did not generate any revenues. We are in the development stage, as that term is defined by certain financial accounting standards. This means that as of July 31, 2005, our planned principal operations had not commenced. Accordingly, if you choose to invest in our stock, you will be doing so without any significant historical operations on which to base your investment decision. While we believe that we will be able to implement our business plan and generate revenues by the end of the current fiscal year ending July 31, 2006, we cannot assure you that we will be successful or profitable.

IF WE CANNOT OBTAIN ADEQUATE FINANCING TO IMPLEMENT OUR PLANNED OPERATIONS, WE MAY NOT BE ABLE TO ACQUIRE CALL CENTERS, THEREBY IMPAIRING OUR ABILITY TO GENERATE REVENUES.

Since our inception, we have relied on the sale of equity capital to fund working capital and the costs of developing our business plan. Failure to obtain additional financing could result in delay or cause indefinite postponement of the implementation of our business plan, which contemplates acquisitions of existing call centers. The lack of adequate cash could also impair our marketing efforts and thereby decrease our ability to sell our services and generate revenues.

While we had working capital of $413,843 at July 31, 2005, our projected "burn rate" for the current fiscal year and planned acquisitions are such that we will need cash from one or more external sources of approximately $2,000,000 for the remainder of the current fiscal year ended July 31, 2006. We intend to conduct additional financings during the current fiscal year. We cannot assure you that we will be able to complete these additional financings successfully.

TERMS OF SUBSEQUENT FINANCINGS MAY ADVERSELY IMPACT YOUR INVESTMENT.

We may have to engage in common equity, debt, or preferred stock financing in the future. Your rights and the value of your investment in the common stock could be reduced. Interest on debt securities could increase costs and negatively impacts operating results. Preferred stock could be issued in series from time to time with such designations, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock could be more advantageous to those investors than to the holders of common stock. In addition, if we need to raise more equity capital from sale of common stock, institutional or other investors may negotiate terms at least as, and possibly more, favorable than the terms of your investment. Shares of common stock which we sell could be sold into the market, which could adversely affect market price.

WE MAY MAKE ACQUISITIONS THAT PROVE UNSUCCESSFUL OR DIVERT OUR RESOURCES.

We propose to complete the acquisition of a domestic contact center company in Vancouver, Washington. We may also consider acquisitions of other complementary companies in our industry. We have no substantial experience in completing acquisitions of other businesses, and we may be unable to successfully complete this or future acquisitions. As we acquire other businesses, we may be unable to successfully integrate these businesses with our own and maintain our standards, controls and policies. Acquisitions will place additional constraints on our resources by diverting the attention of our management from existing operations. Through acquisitions, we may enter markets in which we have little or no experience. Any acquisition may result in a potentially dilutive issuance of equity securities, the incurrence of debt and amortization of expenses related to intangible assets, all of which could lower our margins and harm our business.

THE BUSINESS PROCESS OUTSOURCING INDUSTRY IS HIGHLY COMPETITIVE AND WE MAY BE UNABLE TO COMPETE WITH BUSINESSES THAT HAVE GREATER RESOURCES THAN WE DO.

We face significant competition for outsourced business process services and expect that competition will increase. We believe that, in addition to prices, the principal competitive factors in our markets are service quality, sales and marketing skills, the ability to develop customized solutions and technological and industry expertise. While numerous companies provide a range of outsourced business process services, we believe our principal competitors include our clients' own in-house customer service groups, including in some cases, in-house groups operating offshore, offshore outsourcing companies and U.S.-based outsourcing companies. The trend toward offshore outsourcing, international expansion by foreign and domestic competitors and continuing technological changes will result in new and different competitors entering our markets. These competitors may include entrants from the communications, software and data networking industries or entrants in geographic locations with lower costs than those in which we operate.

We have existing competitors for our business process outsourcing business, and may in the future have new competitors, with greater financial, personnel and other resources, longer operating histories, more technological expertise, more recognizable names and more established relationships in industries that we may serve in the future. Increased competition, our inability to compete successfully against current or future competitors, pricing pressures or loss of market share could result in increased costs and reduced operating margins, which could harm our business, operating results, financial condition and future prospects.

WE MAY EXPERIENCE SIGNIFICANT EMPLOYEE TURNOVER RATES IN THE FUTURE AND WE MAY BE UNABLE TO HIRE AND RETAIN ENOUGH ADEQUATELY TRAINED EMPLOYEES TO SUPPORT OUR OPERATIONS.

The business process outsourcing industry is labor intensive and our success will depend on our ability to attract, hire, and retain qualified employees. We will compete for qualified personnel with companies in our industry and in other industries and this competition is increasing as the business process outsourcing industry expands. Our growth will require that we continually hire and train new personnel. The business process outsourcing industry, including the customer management services industry, has traditionally experienced high employee turnover. A significant increase in the turnover rate among our employees would increase our recruiting and training costs and decrease operating efficiency and productivity, and could lead to a decline in demand for our services. If this were to occur, we would be unable to service our clients effectively and this would reduce our ability to continue our growth and operate profitably. We may be unable to continue to recruit, hire, train and retain a sufficient labor force of qualified employees to execute our growth strategy or meet the needs of our business.

WE ANTICIPATE THAT WE WILL ENCOUNTER A LONG SALES AND IMPLEMENTATION CYCLE REQUIRING SIGNIFICANT RESOURCE COMMITMENTS BY OUR CLIENTS, WHICH THEY MAY BE UNWILLING OR UNABLE TO MAKE.

Our service delivery involves significant resource commitments by both our clients and ourselves. Potential clients' senior management and a significant number of our clients' personnel must evaluate our proposals in various functional areas, each having specific and often conflicting requirements. Despite the significant expenditures of funds and management resources, the potential client may not engage our services. We anticipate that our sales cycle will generally range up to six to twelve months or longer. Failure to close may have a negative

impact on revenue and income as these resources could otherwise be used for a paying client. We believe the following factors enter into a client's decision:

o The client's alternatives to our services, including willingness to replace their internal solutions or existing vendors;

o The client's budgetary constraints, and the timing of budget cycles and approval processes;

o The client's willingness to expend the time and resources necessary to integrate their systems with our systems and network; and

o The timing and expiration of the client's current outsourcing agreements for similar services.

Once a client engages us at the conclusion of the sales process, we anticipate that it will take from four to six weeks to integrate the client's systems with ours. It may take as long as three months thereafter to ramp-up our services, including training, to satisfy the client's requirements.

OUR OPERATIONS COULD SUFFER FROM TELECOMMUNICATIONS OR TECHNOLOGY DOWNTIME, DISRUPTIONS, OR INCREASED COSTS.

We will be highly dependent on our computer and telecommunications equipment and software systems. In the normal course of our proposed business, we will be required to record and process significant amounts of data quickly and accurately to access, maintain, and expand the databases we will be using for our services. We will also be dependent on continuous availability of voice and electronic communication with customers. If we were to experience interruption on our telecommunications network, we would possibly experience data loss or a reduction in revenues. These disruptions could be the result of errors by our vendors, clients, or third parties or electronic or physical attacks by persons seeking to disrupt our operations, or the operations of our vendors, clients, or others. For example, with respect to the call center we propose to acquire, that call center currently depends on significant vendors for facility storage and related maintenance of its main technology equipment and data. Any failure of these vendors to perform these services could result in business disruptions and impede that center's ability to provide services to its clients. A significant interruption of service could have a negative impact on our reputation and could lead our present and potential clients not to use our services. The temporary or permanent loss of equipment or systems through casualty or operating malfunction could reduce revenues and harm our business.

FAILURE TO PERFORM MAY RESULT IN REDUCED REVENUES OR CLAIMS FOR DAMAGES.

Failures to meet service requirements of a client could disrupt the client's business and result in a reduction in revenues or a claim for substantial damages against us. For example, some of our agreements may have standards for service that, if not met by us, may result in reduced payments. In addition, because many of our projects will likely be business-critical projects for our clients, a failure or inability to meet a client's expectations would seriously damage our reputation and affect our ability to attract new business. To the extent that our contracts contain limitations on liability, such contracts may be unenforceable or otherwise may not protect us from liability for damages.

A REVERSAL OF INDUSTRY TRENDS TOWARD OFFSHORE OUTSOURCING DUE TO NEGATIVE PUBLIC REACTION IN THE UNITED STATES AND RECENTLY PROPOSED LEGISLATION MAY ADVERSELY AFFECT DEMAND FOR OUR PROPOSED SERVICES.

Our proposed business depends in large part on U.S. industry trends towards outsourcing business processes offshore. The trend to outsource business processes may not continue and could reverse. Offshore outsourcing has become a politically sensitive topic in the United States. Many organizations and public figures have publicly expressed concerns about a perceived association between offshore outsourcing providers and the loss of jobs in the United States. In addition, there has been recent publicity about the negative experience of certain companies that use offshore outsourcing. Current or prospective clients may elect to perform such services themselves or may be discouraged from transferring these services to offshore providers to avoid any negative perception that may be associated with using an offshore provider.

A variety of federal and state legislation has been proposed that, if enacted, could restrict or discourage U.S. companies from outsourcing their services to companies outside the United States. For example, legislation has been proposed that would require offshore providers to identify where they are located. In addition, it is

possible that legislation could be adopted that would restrict U.S. private sector companies that have federal or state government contracts from outsourcing their services to offshore service providers. Any expansion of existing laws or the enactment of new legislation restricting offshore outsourcing may adversely impact our ability to do business with U.S. clients, particularly if these changes are widespread.

UNAUTHORIZED DISCLOSURE OF SENSITIVE OR CONFIDENTIAL CLIENT AND CUSTOMER DATA, WHETHER THROUGH BREACH OF OUR COMPUTER SYSTEMS OR OTHERWISE, COULD EXPOSE US TO PROTRACTED AND COSTLY LITIGATION AND CAUSE US TO LOSE CLIENTS.

We may be required to collect and store sensitive data in connection with our services, including names, addresses, social security numbers, credit card account numbers, checking and savings account numbers and payment history records, such as account closures and returned checks. If any person, including any of our employees, penetrates our network security or otherwise misappropriates sensitive data, we could be subject to liability for breaching contractual confidentiality provisions and/or privacy laws. Penetration of the network security of our data centers could have a negative impact on our reputation and could lead our present and potential clients to choose other service providers.

OUR POTENTIAL CLIENTS MAY ADOPT TECHNOLOGIES THAT DECREASE THE DEMAND FOR OUR SERVICES, WHICH COULD REDUCE OUR REVENUES AND SERIOUSLY HARM OUR BUSINESS.

We plan to target clients with a need for our customer management services and we will depend on their continued need of our services. However, over time, clients may adopt new technologies that decrease the need for live customer interactions, such as interactive voice response, web-based self-help and other technologies used to automate interactions with customers. The adoption of such technologies could reduce the demand for our services, pressure our pricing, cause a reduction in any revenues we are generating at the time, and harm our business.

WE HAVE A SUBSTANTIAL NUMBER OF SHARES THAT MAY BECOME FREELY TRADABLE AND COULD THEREFORE RESULT IN A REDUCED MARKET PRICE.

As of October 31, 2005, we had an aggregate of 12,995,526 shares of our common stock issued and outstanding, of which approximately 10,660,000 are "restricted securities". Upon the date of this prospectus, the resale of 5,460,000 shares, currently owned by existing shareholders, was registered, thereby increasing the number of shares that may become freely tradable. In addition, we registered the resale of 12,150,000 shares issuable upon the exercise of stock options and warrants. The sale of a significant number of these shares in the public market may adversely affect prevailing market prices of our shares.

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION THAT MAY AFFECT THE LIQUIDITY FOR OUR COMMON STOCK.

Our common stock is subject to regulations of the Securities and Exchange Commission relating to the market for penny stocks. These regulations generally require that a disclosure schedule explaining the penny stock market and the risks associated therewith be delivered to purchasers of penny stocks and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. The regulations applicable to penny stocks may severely affect the market liquidity for our common stock, as some brokers refrain from trades involving penny stocks to avoid the additional work to comply with these requirements. As a result, your ability to sell your securities in the secondary market could be limited.

FUTURE EQUITY TRANSACTIONS, INCLUDING EXERCISE OF OPTIONS OR WARRANTS, COULD

RESULT IN DILUTION.

From time to time, we intend to sell restricted stock, warrants, and convertible debt to investors in private placements. Because the stock will be restricted, the stock will likely be sold at a greater discount to market prices compared to a public stock offering, and the exercise price of the warrants is likely to be at or even lower than market prices. These transactions will cause dilution to existing stockholders. Also, from time to time, options will be issued to officers, directors, or employees, with exercise prices equal to market. Exercise of in-the-money options and warrants will result in dilution to existing stockholders. The amount of dilution will depend on the spread between the market and exercise price, and the number of shares involved.

TRADING IN OUR COMMON STOCK MAY BE LIMITED THEREBY MAKING IT MORE DIFFICULT FOR INVESTORS TO RESELL THEIR SHARES OF OUR COMMON STOCK.

Our common stock is quoted on the "pink sheets." We plan to apply to have it quoted on the OTC Bulletin Board. The OTC Bulletin Board is not an exchange and, because trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on an exchange or NASDAQ, you may have difficulty reselling any of the shares that you purchase from the selling shareholders.

THE ISSUANCE OF SHARES UPON EXERCISE OF OUTSTANDING WARRANTS MAY CAUSE IMMEDIATE AND SUBSTANTIAL DILUTION TO OUR EXISTING STOCKHOLDERS.

The issuance of shares upon exercise of warrants may result in substantial dilution to the interests of other stockholders since the selling stockholders may sell the full amount issuable on exercise. In addition, such shares would increase the number of shares in the "public float" and could depress the market price for our common stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking statements." All statements other than statements of historical facts included or incorporated by reference in this report, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "project," "estimate," "anticipate," "believe," or "continue" or the negative thereof or variations thereon or similar terminology. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from our expectations ("Cautionary Statements") include, but are not limited to:

o our ability to generate sufficient capital to complete planned acquisitions;
o the lack of liquidity of our common stock;
o our ability to find and retain skilled personnel;
o availability of capital;
o the strength and financial resources of our competitors;
o general economic conditions; and
o the securities or capital markets and other factors disclosed under "Management's Discussion and Analysis or Plan of Operation," "Business" and elsewhere in this prospectus.

All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. We assume no duty to update or revise our forward-looking statements based on changes in internal estimates or expectations or otherwise.

USE OF PROCEEDS

We will not receive any of the proceeds from the selling stockholders of shares of our common stock. However, we may receive the sale price of any common stock we sell to the selling stockholders upon exercise of the warrants. We expect to use the proceeds received from the exercise of warrants, if any, for general working capital purposes.

MARKET FOR COMMON EQUITY

Our common stock has been quoted in the "pink sheets" under the symbol "WWSI" since July 8, 2005. It traded under the symbol "BNTT" prior to that time. The trading symbol often appears as "WWSI.PK" in quotation requests on the Internet. The following table sets forth the range of high and low bid quotations for each fiscal quarter for the last two fiscal years and the current fiscal year, and have been adjusted to reflect a 1-for-2 reverse stock split. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions.

FISCAL QUARTER ENDING                          HIGH BID          LOW BID

October 31, 2003.......................       $   0.03         $   0.01
January 31, 2004.......................       $   0.01         $   0.002
April 30, 2004.........................       $   0.006        $   0.006
July 31, 2004..........................       $   0.006        $   0.0022
October 31, 2004.......................       $   0.0024       $   0.0022
January 31, 2005.......................       $   0.44         $   0.0022
April 30, 2005.........................       $   0.36         $   0.14
July 31, 2005..........................       $   1.60         $   0.24

On October 31, 2005, the closing bid price for the common stock on the Pink Sheets was $0.95.

As of October 31, 2005, there were approximately 310 record holders of our common stock. Since our inception, no cash dividends have been declared on our common stock.

DIVIDEND POLICY

We do not anticipate paying dividends on our common stock at any time in the foreseeable future. Our board of directors plans to retain earnings for the development and expansion of our business. Our directors also plan to regularly review our dividend policy. Any future determination as to the payment of dividends will be at the discretion of our directors and will depend on a number of factors, including future earnings, capital requirements, financial condition and other factors as the board may deem relevant.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW

On July 8, 2005, pursuant to a Share Exchange Agreement with Worldwide Business Solutions Incorporated, a Colorado corporation ("WBSI"), we acquired all of the issued and outstanding capital stock of WBSI, in exchange for 7,720,000 post-reverse split shares of our common stock (the "Share Exchange"). As a result of this Share Exchange, shareholders of WBSI as a group owned approximately 76.8% of the shares then outstanding, and WBSI became our wholly-owned subsidiary. We changed our name to Worldwide Strategies Incorporated as of June 14, 2005.

For accounting purposes, the acquisition of WBSI has been accounted for as a recapitalization of WBSI. Since we had only minimal assets and no operations, the recapitalization has been accounted for as the sale of 2,335,526 shares of WBSI common stock for our net liabilities at the time of the transaction. Therefore, the historical financial information prior to the date of the recapitalization is the financial information of WBSI.

PLAN OF OPERATION

We are registering the resale of shares held by certain of our shareholders because we seek to: (i) become a reporting company with the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "1934 Act"); and (ii) enable our common stock to be traded on the OTC Bulletin Board. We believe that

the registration of the resale of shares on behalf of existing shareholders may facilitate the development of a public market in our common stock if our common stock is approved for trading on the OTC Bulletin Board.

We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors. In order for us to continue with our business plan, we will in the near future need to raise additional capital through private placement offerings. We believe that obtaining reporting company status under the 1934 Act and trading on the OTC Bulletin Board should increase our ability to raise these additional funds from investors. In addition, we believe that attaining this status will enable us to acquire businesses and/or assets with our stock.

Since our inception in March 2005, we have relied on the sale of equity capital to fund working capital and the costs of developing our business plan. Failure to obtain additional financing could result in delay or cause indefinite postponement of the implementation of our business plan, which contemplates acquisitions of existing call centers. The lack of adequate cash could also impair our marketing efforts and thereby decrease our ability to sell our services and generate revenues.

We entered into a letter of intent to acquire Cascade Callworks Inc., a call center located in Vancouver, Washington, for a purchase price of $2,500,000. Under the terms of the letter of intent, we were to deposit $500,000 into escrow by October 21, 2005, an additional $500,000 by November 30, 2005, and $250,000 by December 31, 2005. We paid $100,000 as we were unable to deposit $500,000 by October 21, 2005 and have been given until November 30, 2005 to make this deposit. At the closing of the transaction, which is to occur no later than February 1, 2006, the $1,250,000 held in a special account is to be released to the seller and the remainder of the purchase price is to be paid by delivering a promissory note in the amount of $1,000,000. The note will be secured by a security interest in the purchased assets, due and payable 120 days from closing, and accrue interest at the rate of 9% per annum, compounded monthly. Minimum monthly payments equal to 100% of the cash flow of Cascade Callworks will be made each month until the note is paid in full. If the note is not paid in full on the due date, a minimum of 50% of all cash flows are to be paid to the seller until the note is paid in full. In addition, we issued a warrant to purchase a total of up to 400,000 shares of our common stock. The warrant is exercisable for a period of three years from closing and is exercisable as to 100,000 shares at $0.50 per share and as to 300,000 shares at $0.75 per share. Upon the successful completion of this acquisition, we would acquire approximately 170 employees and assume the lease obligations for the two Cascade facilities in Vancouver, Washington.

In addition, we propose to acquire a minority interest in a call center through our U.K. subsidiary.

RESULTS OF OPERATIONS

We have not yet generated any revenues. For the period from March 1, 2005 to July 31, 2005, we were engaged primarily in raising capital to implement our business plan and completing the Share Exchange transaction. We also established our subsidiary in the United Kingdom and entered into discussions with call centers in Central America. Accordingly, we incurred expenses for professional and consulting fees, salaries and payroll taxes, travel, and contract labor, resulting in a loss of $323,298 for the period.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2005, we had cash of $423,690 and working capital of $413,843 due to the completion of a private placement of 2,520,000 shares of common stock and warrants in June 2005, resulting in net proceeds of $559,911, and another private placement in July 2005 of 1,000,000 shares of common stock and warrants, resulting in net proceeds of $225,000. The $790,111 of cash provided by our financing activities offset the $363,451 of cash used in operations and $2,970 used in investing activities.

Subsequent to July 31, 2005, we completed a second private placement of 1,940,000 shares of common stock and warrants for gross proceeds of $485,000.

SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to the valuation of accounts receivable and inventories, the impairment of long-lived assets, any potential losses from pending litigation and deferred tax assets or liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items, are reasonable.

DEVELOPMENT STAGE. We are in the development stage in accordance with Statements of Financial Accounting Standards (SFAS) No. 7 "Accounting and Reporting by Development Stage Enterprises". As of July 31, 2005, we had devoted substantially all of our efforts to financial planning, raising capital and developing markets.

CASH AND CASH EQUIVALENTS. We consider all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents. We had no cash equivalents at July 31, 2005.

PROPERTY AND EQUIPMENT. Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, currently estimated at three years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

IMPAIRMENT OF LONG-LIVED ASSETS. We evaluate the carrying value of our long-lived assets under the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". Statement No. 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the assets' carrying amount. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying value or fair value, less costs to sell.

OFFERING COSTS. We defer offerings costs, such as legal, commissions and printing costs, until such time as the offering is completed. At that time, we offset the offering costs against the proceeds from the offering. If an offering is unsuccessful, the costs are charged to operations at that time.

INCOME TAXES. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and the tax basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future federal income taxes.

STOCK-BASED COMPENSATION. We account for compensation expense for our stock-based employee compensation plans using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and comply with the disclosure provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), and SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure". Under APB 25, compensation expense of fixed stock options is based on

the difference, if any, on the date of the grant between the deemed fair value of our stock and the exercise price of the option. Compensation expense is recognized on the date of grant or on the straight-line basis over the option-vesting period. We account for stock issued to non-employees in accordance with the provisions of SFAS 123 and EITF Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services".

Pro forma information regarding the results of operations is calculated as if we had accounted for our employee stock options using the fair-value method. The fair value of each option grant is estimated on the date of grant using the Black-Scholes method. Pro forma disclosures have been included in Note 3 in Notes to Financial Statements.

LOSS PER COMMON SHARE. We report net loss per share using a dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of July 31, 2005, there were 120,000 and 8,720,000 vested common stock options and warrants outstanding, respectively, which were excluded from the calculation of net loss per share-diluted because they were antidilutive.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29." This Statement eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This Statement is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. We do not expect application of SFAS No. 153 to have a material affect on our financial statements.

In December 2004, the FASB issued a revision to SFAS No. 123, "Share-Based Payment." This Statement supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees" and its related implementation guidance. It establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. This Statement does not change the accounting guidance for share-based payment transactions with parties other than employees provided in Statement No. 123 as originally issued and EITF Issue No. 96-18. This Statement is effective for public entities that file as small business issuers as of the beginning of the first fiscal period that begins after December 15, 2005. We will adopt SFAS 123R on August 1, 2006. The Standard provides for a prospective application. Under this method, we will begin recognizing compensation cost for equity based compensation for all new or modified grants after the date of adoption. In addition, we will recognize the unvested potion of the grant date fair value of awards issued prior to the adoption based on the fair values previously calculated for disclosure purposes.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any material off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

BUSINESS

BUSINESS DEVELOPMENT

We were originally incorporated in the State of Nevada on April 6, 1998 as Boyd Energy Corporation for the purpose of developing a mechanical lifting device that would enhance existing stripper well production. We were unable to raise sufficient capital to carry out this business and focused instead on leasing properties and exploring for oil and gas. We changed our name to Barnett Energy Corporation on July 17, 2001.

As a result of our lack of profitability and the receipt of numerous inquires from entities seeking to merge with us, our operational focus expanded beyond our oil and gas exploration to include reviewing potential merger or acquisition candidates.

On July 8, 2005, pursuant to a Share Exchange Agreement with Worldwide Business Solutions Incorporated, a Colorado corporation ("WBSI"), we acquired all of the issued and outstanding capital stock of WBSI, in exchange for 7,720,000 post-reverse split shares of our common stock. As a result of this share exchange, shareholders of WBSI as a group owned approximately 76.8% of the shares then outstanding, and WBSI became our wholly-owned subsidiary. We changed our name to Worldwide Strategies Incorporated as of June 14, 2005.

WBSI was incorporated on March 1, 2005 to provide business process outsourcing services. WBSI incorporated a subsidiary, Worldwide Business Solutions Limited, in the United Kingdom under The Companies Acts 1986 and 1989, on May 31, 2005.

INDUSTRY BACKGROUND

Business process outsourcing involves contracting with an external organization to take primary responsibility for providing a particular business process or function. Companies initially used business process outsourcing to achieve cost savings in transaction-intensive, back office business processes. Beyond cost savings, business process outsourcing adoption is driven by opportunities to qualitatively improve a wide range of business processes and a desire to outsource certain activities so that management can focus on its core products and services. Call center services, also known as tele-services, are enabled on a global basis by the availability of quality communications bandwidth at reasonable costs to such English speaking countries as India.

The business process outsourcing market includes several functionally specific submarkets, such as human resources, procurement, logistics, sales and marketing, finance and accounting, customer management, engineering, facilities management and training. Demand for business process outsourcing services has experienced strong growth in recent years. Presently, our efforts are directed toward the contact center portion of this market.

The scope of outsourced customer interaction has expanded from outbound telemarketing calls to a broad spectrum of customer management services, including customer care, technical support and sales and marketing, including in-bound sales (direct response) and Internet-based interaction via e-mail. The delivery platform has evolved from single facility, low technology call centers to large, high volume customer care centers that use increasingly sophisticated networking, telephony and customer relationship management technologies.

Companies now concentrate on brand building through improved customer care and increasing customer relationship value by encouraging the purchase of higher value, additional or complementary products and services. At the same time, global competition, downward pricing pressures and rapid changes in technology make it increasingly difficult for companies to cost-effectively maintain the in-house personnel and infrastructure necessary to handle all of their customer management needs. We believe these trends, combined with rapidly expanding consumer use of alternative communications, such as the Internet and e-mail, have resulted in increased demand for outsourced customer management services.

We believe the factors that influence companies to outsource customer management services include:

o significant cost benefits;

o the importance of professionally managed customer communications to retain and grow customer relationships;

o the ability to free available resources and management to focus on developing core products and services;

o increasing capital requirements for sophisticated communications technology needed to provide timely technical support and customer care; and

o extensive and ongoing staff training and associated costs required for maintaining in-house technical support and customer care solutions.

We expect the market for outsourced customer management services to benefit as corporations continue to shift business processes from internal operations to outsourced partners.

We believe that, to achieve improved business process outsourcing services at a reduced cost, many companies are moving selected front and back office processes to providers with offshore delivery capabilities. In recent years, fiber optic transport and Voice over Internet Protocol (VoIP) telecommunications services have become widely available at affordable rates. We also believe offshore providers have become more accepted by businesses and continue to grow in recognition and sophistication. Consequently, business process outsourcing services companies have established offshore operations or operate exclusively offshore.

OUR BUSINESS

Through WBSI, we offer high-end multi-task, multi-lingual call center services, such as technical support, language interpreting, debt collections, and help desk solutions. Our mission is to restore verbal clarity and operations excellence to multi-task, multi-lingual customer service outsourcing. We intend to do this by conducting a joint review of the client's support activities that may be considered for outsourcing solutions. This review may also include the merits of upgrading an in-house center with the latest technology platform software. We will then customize a client/WBSI joint proposal, and develop a pilot test and rollout schedule. Our solutions will leverage technology advantages for cost avoidance and expended or improved customer services. By working in this manner, we believe we will develop a long-term mutually dependent relationship.

SERVICES

OUTSOURCING SOLUTIONS. Through our affiliated centers, we offer several languages, including American English, Spanish, Portuguese, German, French, and Italian.

We can manage an in-bound help desk using the client's web site or ours to answer customer questions and provide product information, installation support, processing product order, and other custom-tailored activities. The help desk services may also include email support, web collaboration, and technical services in multiple languages.

We also offer "911" emergency language interpreting services for public service organizations, such as cities, counties, states, and federal agencies. Basic English and Spanish are available. We also provide interpreting services to U.S. companies marketing to the Spanish sector.

OUTBOUND CALL CENTER SERVICES. These services include:

o direct mail follow-up
o database selling
o debt collection
o contacts with decision makers
o surveys
o customer satisfaction
o information and literature fulfillment
o appointments scheduling

o seminar population
o product promotion
o lead-generation/qualification/management
o market intelligence
o up sell/cross sales campaigns

INBOUND CALL CENTER SERVICES. These services include:

o catalog orders
o consumer response follow-up
o customer service
o dealer location
o toll-free response
o help desk
o direct mail response
o direct TV response
o direct radio response
o print media response
o web site response
o seminar registration
o answering service
o inquiry handling
o email management
o product technical information
o interactive voice response
o sales lead qualification
o technical support

CALL CENTER PLATFORM APPLICATIONS. For clients with in-house centers, we market and support call center platform applications. These provide the clients' customers with the latest in advanced functions and ease-of-use technology that promotes product loyalty. We also offer a tailored information technology function that provides the client cost avoidance in maintaining a current technology call center application and upgrading activities and maintaining information technology skills.

TOUCHSTAR SOFTWARE

We are an authorized marketer and reseller of software and hardware technologies developed by TouchStar Software Corporation, a privately-held company based in Colorado. TouchStar's products include:

o predictive dialers
o power dialers
o ACD *IVR
o Options VoIP
o agent monitoring/coaching
o digital call recording; and
o real-time graphical reports.

We intend to further develop our relationship by becoming minority owners in each other. We have agreed in principle that Touchstar Software Corporation will acquire an equity interest in us valued at a specific amount and that we will acquire an equity interest in its subsidiary, TouchStar International Sales Limited, also valued at the same amount.

AFFILIATED CALL CENTERS

We have affiliated call centers in the United States, Central America (Mexico and the Dominican Republic), and South America (Peru and Argentina). We propose to acquire Cascade Callworks, Inc., an existing call center in Vancouver, Washington, and build our own center in Colorado Springs, Colorado. In addition, our U.K. subsidiary intends to acquire a minority interest in a call center in the United Kingdom.

In our agreements with our affiliated call centers, we require the centers to maintain adequate call center infrastructure, organization and systems, and industry standard agent skills that meet the requirements of our clients, including appropriate redundancy and backup systems to insure complete availability and performance under our outsourcing service agreements with our clients. As we have established TouchStar as the vendor of choice for our call centers, the affiliated call centers agree to an evaluation of their operational and technical environment to determine their compatibility with our call centers for the purpose of performing jointly delivered services to our clients. It is contemplated that all of our affiliated call centers will be integrated with TouchStar operational platform compatibility.

We will enter into separate agreements setting forth the terms of each client service contract. The affiliated center will quote a price to us to perform the services for the service contract. Our profit will be the difference between the contract price with the client and the price with the affiliated center. For each client service contract, we will recruit and select a candidate to become the call center on-site account executive. We will train the account executive in the United States and in the client's office at our expense. After the training is complete, the affiliated center will hire the account executive as its employee and the account executive shall work from at office at the affiliated call center. We and the account executive will train the affiliate call center's personnel on the necessary services to be performed under the client service agreement.

Cascade Callworks, founded in 1998, offers a variety of inbound and outbound services and operates from two facilities in Vancouver, Washington with 108 fully equipped stations. All of its agent workstations are fully enabled for multichannel communications, including standard telephone, VoIP, and email webchat.

SALES AND MARKETING

We sell our contact center services through a direct sales force that focuses on large enterprise customers, and via channel sales develop relationships with outside agents and brokers with direct entree into targeted enterprises. The direct sales model targets the overall total lifetime value of our customers. This approach leverages existing client relationships by expanding campaigns and providing capacity to scale. This recognizes the tendency of large enterprises to run multiple campaigns concurrently and their willingness to patronize a vendor that has a pre-existing relationship with the organization. We also focus on gaining market share through developing business from potential new enterprise customers that are primarily within the communications and financial services markets.

We sell and market our clients' services while lowering their cost of customer acquisition, customer retention, and customer win-back. While our competitors focus on cost reduction and the benefits of labor arbitrage, we believe our strategy and competencies give us an advantage over others in our industry.

We have created performance-based recruitment, training, and coaching programs to support our agents' understanding of client objectives. This is a source of differentiation in a market where the focus is generally on technology, rather than agent development.

We believe another point of differentiation will be an aggressive expansion plan to provide our clients with access to significant seat capacity to:

o Address the needs of large corporations and enable them to transfer offshore, new and mature programs currently operating in the U.S.; and

o Establish and reestablish previously non-economically feasible sales, marketing and other outbound campaigns.

COMPETITION

We believe that the principal competitive factors in our business include the ability to:

o Provide high quality professionals with strong customer interaction skills, including English language fluency with neutral accents;

o Offer cost-effective pricing of services;

o Deliver value-added and reliable solutions to clients;

o Provide industry specific knowledge and expertise;

o Generate revenues and/or savings for clients;

o Provide a technology platform that offers a seamless experience to our clients and their customers.

While we recently commenced our contact center business, we believe that we can compete effectively on all of the above factors.

The global business process outsourcing companies with whom we compete include offshore business process outsourcing companies and U.S. based outsourcing companies. There are numerous business process outsourcing companies based offshore in locations such as India, the Philippines, China, Latin America, the Caribbean, Africa, and Eastern Europe. Our contact centers will face competition from established firms. These companies will likely have greater financial, personnel and other resources, including longer operating histories, more recognizable brand names and more established client relationships than us. Most of these companies will compete with us primarily on price and may be able to offer lower costs to potential clients. We seek to position ourselves as a service-focused company, with a workforce attuned to U.S. culture and a focus on revenue generation for our clients.

In addition to our direct competition, many companies choose to perform some or all of their own outsourcing services. Their employees provide these services as part of their regular business operations. Some companies have moved portions of their in-house customer management functions offshore, including to offshore affiliates. We believe our key advantage over in-house business processes is that we give companies the opportunity to focus on their core products and services while we focus on the specialized function of managing their customer relationships.

GOVERNMENT REGULATION

Federal, state and international laws and regulations impose a number of requirements and restrictions on our business process outsourcing business. There are state and federal consumer protection laws that apply to our business, such as laws limiting telephonic sales or mandating special disclosures, and laws that apply to information

that may be captured, used, shared and/or retained when sales are made and/or collections are attempted. State and federal laws also impose limits on credit account interest rates and fees, and their disclosure, as well as the time frame in which judicial actions may be initiated to enforce the collection of consumer accounts. There are numerous other federal, state, local and even international laws and regulations related to, among other things, privacy, identity theft, telephonic and electronic communications, sharing and use of consumer information, that apply to our business process outsourcing business and to our employees' interactions and communications with others. For example, the Federal Trade Commission's Telemarketing Sales Rule applies a number of limitations and restrictions on our ability to make outbound calls on behalf of our clients and our ability to encourage customers to purchase higher value products and services on inbound calls. Similarly, the Telephone Consumer Protection Act of 1991, which among other things governs the use of certain automated calling technology, applies to calls to customers. Many states also have telemarketing laws that may apply to our business process outsourcing business, even if the call originates from outside the state.

Federal and state regulators are empowered to examine and take enforcement actions for violations of these laws and regulations or for practices, policies or procedures they deem non-compliant, unfair, unsafe or unsound. Moreover, lawsuits may be brought by appropriate regulatory agencies, attorney generals and private parties for non-compliance with these laws and regulations. Accordingly, a failure to comply with the laws and regulations applicable to our business process outsourcing business could have a material adverse effect on us.

Depending on the nature of our telemarketing engagement, we may be subject to regulations governing communications with consumers including regulations prohibiting misrepresentations in telephone sales. Since we are dealing with United States consumers, we are subject to the various do not call regulations. In addition, limits on the transport of personal information across international borders such as those now in place in the European Union (and proposed elsewhere) may limit our ability to obtain customer data. Additional federal, state, local or international legislation, or changes in regulatory implementation, could further limit our activities or those of our clients in the future or significantly increase the cost of regulatory compliance.

A variety of federal and state legislation has been proposed that could restrict or discourage U.S. companies from outsourcing their services to companies outside the United States. For example, legislation has been proposed that would require offshore providers to identify where they are located, and in certain cases to obtain consent to handling calls or sending customer information offshore. It is also possible that legislation could be adopted that would restrict U.S. private sector companies that have federal or state government contracts from outsourcing their services to offshore service providers. In addition, various federal tax changes that could adversely impact the competitive position of offshore outsourcing services are also under consideration. Any expansion of existing laws or the enactment of new legislation directly or indirectly restricting offshore outsourcing may adversely impact our ability to do business with U.S. clients, particularly if these changes are widespread.

EMPLOYEES

As of October 31, 2005, we employed a total of 5 persons, all of which were full-time. None of our employees is covered by a collective bargaining agreement.

PRINCIPAL OFFICES

Our principal offices are located at 3801 East Florida Avenue, Suite 400, Denver, Colorado. We lease these offices pursuant to a six-month lease. The base rent on the lease is $1,500 per month.

We also have offices in Egham, England. Due to the limited activity of our U.K. subsidiary, we are using the offices of our accountants as our temporary offices at no cost. These offices are located at Gladstone House, 77-79 High Street, Egham, Surrey TW20-9HY. We plan to move to executive services offices after the acquisition of an interest in the U.K. call center. We estimate that such offices will cost approximately $350 per month.

LEGAL PROCEEDINGS

There are no legal proceedings pending against us.

MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS, AND KEY EMPLOYEES

Our executive officers, directors, and key employees are:

NAME                               AGE     POSITION
James P.R. Samuels                  58     President, Chief Executive Officer and Director
W. Earl Somerville                  66     Chief Financial Officer, Secretary and Treasurer
Jack Herman                         66     Vice President and Chief Operating Officer of
                                           Worldwide Business Solutions
Art Boorujy                         48     Vice President - Industry Relations and Sale for
                                           Worldwide Business Solutions
Donald A. Christensen               75     Director
Frank J. Deleo                      49     Director
Robert T. Kane                      62     Director
Edward J. Weisberg                  49     Director

Our shareholders elect our directors annually and our board of directors appoints our officers annually. Vacancies in our board are filled by the board itself. Set forth below are brief descriptions of the recent employment and business experience of our executive officers and directors.

JAMES P.R. SAMUELS, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR. Mr. Samuels founded Worldwide Business Solutions Incorporated in March 2005 and has been the president and a director of the company since June 2005. From May 1996 to March 2004, he served as vice president-finance, treasurer and chief financial officer of Rentech, Inc., a publicly-held company headquartered in Denver, Colorado. Rentech develops and markets processes for conversion of low-value carbon-bearing solids or gases into high-value hydrocarbons. From December 1995 through April 1998, he provided consulting services in finance and securities law compliance to Telepad Corporation, Herndon, Virginia, a company engaged in systems solutions for field force computing. From 1991 through August 1995, he served as chief financial officer, vice president-finance, treasurer and director of Top Sources, Inc., Palm Beach Gardens, Florida, a development stage company engaged in developing and commercializing technologies for the transportation, industrial and petrochemical markets. From 1989 to 1991, he was vice president and general manager of the automotive group of BML Corporation, Mississauga, Ontario, a privately-held company engaged in auto rentals, car leasing, and automotive insurance. From 1989 to 1991, he was vice president and general manager of the Automotive group of BML Corporation, Mississauga, Ontario, a privately-held company engaged in auto rentals, car leasing, and automotive insurance. From 1983 through 1989, Mr. Samuels was employed by Purolator Products Corporation, a large manufacturer and distributor of automotive parts. He was president of the Mississauga, Ontario branch from 1985 to 1989; a director of marketing from 1984 to 1985; and director of business development and planning during 1983 for the Rahway, New Jersey filter division headquarters of Purolator Products Corporation. From 1975 to 1983, he was employed by Bendix Automotive Group, Southfield, Michigan, a manufacturer of automotive filters, electronics and brakes. He served in various capacities, including group director for management consulting services on the corporate staff, director of market research and planning, manager of financial analysis and planning, and plant controller at its Fram Autolite division. From 1973 to 1974, he was employed by Bowmar Ali, Inc., Acton, Massachusetts, in various marketing and financial positions, and in 1974 he was managing director of its division in Wiesbaden, Germany. He received a Bachelor's degree in Business Administration from Lowell Technological Institute in 1970, and a Master of Business Administration degree in 1972 from Suffolk University, Boston, Massachusetts. He completed an executive program in strategic market management through Harvard University in Switzerland in 1984.

W. EARL SOMERVILLE, CHIEF FINANCIAL OFFICER, SECRETARY AND TREASURER. Earl Somerville has been our chief financial officer, secretary and treasurer since June 2005. He has over 37 years of experience in accounting. He has been self-employed as a chartered accountant in Oakville, Ontario, Canada, since 1992. From 1984 to 1991, he was a vice president of finance for Facet of Canada Inc., a Canadian holding company whose subsidiaries were engaged in the manufacture and distribution of automotive products. He was the divisional controller for Canadian Fram Limited from 1974 to 1991, a manufacturer of auto parts. Mr. Somerville is a member of the Institute of Chartered Accountants of Ontario.

JACK HERMAN, VICE PRESIDENT AND CHIEF OPERATING OFFICER OF WORLDWIDE BUSINESS SOLUTIONS. Mr. Herman joined Worldwide Business Solutions in September 2005. From March 2001 to September 2005, he developed and managed a marketing support plan under the business name of Ventana Call Centers to market international call center services to large customers in the United States. These bilingual services include processing inbound infomercial orders, help desk services, technical supports services and tailored customer care applications. From October 1993 to November 2000 he worked with several companies to design and implement their call center operations. Mr. Herman worked for IBM Corporation from 1964 to 1992, initially as a hardware/software field service technician in west Texas from 1964 to 1972, and later in various staff and line management assignments from 1972 to 1983. From 1983 to 1985, he developed and implemented a national customer support structure supported by technical staff in his capacity as a service development manager. From 1985 to 1988, he developed and implemented IBM's first national maintenance service offering, where IBM field technicians maintained competitor products. He served as director of maintenance and services marketing for 10 states from 1989 to 1992.

ART BOORUJY, VICE PRESIDENT - INDUSTRY RELATIONS AND SALES FOR WORLDWIDE BUSINESS SOLUTIONS. Art Boorujy joined Worldwide Business Solutions in March 2005. From August 2004 to March 2005, he worked for Federal Credit Corp., a private company in Colleyville, Texas, that provides debt collection services. From December 2002 to August 2004, he was the business manager for Glacier Mountain Spring Water Company Inc. in Whippany, New Jersey, where he was responsible for purchasing, vendor relations, customer service, and most accounting functions. He was a program coordinated for the Morris County Department of Human Services in Morristown, New Jersey, from July 1997 to September 2002, where he directed the day-to-day operations of a juvenile residential facility, with responsibility for 19 employees and 13 clients. Mr. Boorujy also was a co-owner of DFW Telecommunications, Inc., an installer and operator of coin/card pay telephones, with locations in South Lake, Texas and northern New Jersey, from December 1995 to June 2000. He performed marketing, sales, client relations and purchasing functions for DFW. His sales experience also includes assistant manager duties for Chelsea Street Securities, a full service stock brokerage firm in Irving, Texas, from January 1990 to December 1995. Mr. Boorujy received a bachelors degree in sociology from East Stroudsburg University in 1979.

DONALD A. CHRISTENSEN, DIRECTOR. Donald Christensen has been a director since June 2005. He is a business, financial and international trade consultant with an engineering degree and extensive large corporate management experience. He has served as president of European Whitestone Company, financial consultants, since 1988. Mr. Christensen was the secretary and a director of Torque Engineering Corporation, a publicly-held company headquartered in Elkhart, Indiana, from March 1999 to June 2001. From August 1997 to July 1998, he was a director of Horizontal Ventures, Inc. (now known as GREKA Energy Corporation), a public company specializing in horizontal drilling sources for the oil and gas industry. He worked with several construction companies from 1953 to 1976. He has a degree in engineering from the University of Missouri.

FRANK J. DELEO, DIRECTOR. Mr. Deleo has been a director since June 2005. He has been with Citigroup Inc. since 1978. He was with CitiFinancial Branch Network from 1996, first as a vice president/regional manager and since March 2002 as a managing director over Texas, New Mexico, Oklahoma, and Kansas. CitiFinancial, which is part of Citigroup Inc., a financial services company listed on the New York Stock Exchange, offers consumer loan products and services, including real estate, personal loans, and loans to finance consumer goods. From 1979 to 1996, he was employed by Associates Corporation of North America. Mr. Deleo received a bachelors degree in psychology from University of Stoney Brook in 1977.

ROBERT T. KANE, DIRECTOR. Robert Kane has been a director since June 2005. He has been a practicing attorney in Munhall, Pennsylvania, since 1970. Mr. Kane received his J.D. degree from Villanova University in 1970 and his B.S. degree from Pennsylvania State University in 1965.

EDWARD J. WEISBERG, DIRECTOR. Edward Weisberg has been a director since September 2005. Since April 2004, he has been the vice president of eCommerce of iBasis, Inc., a publicly-held company based in Burlington, Massachusetts, that provides international Voice over Internet Protocol (VoIP) services. He is responsible for leading that company's efforts toward direct web-based sales of products and services. From November 2003 to April 2004, he was the executive vice president of The Frugal Flower, Inc., a privately-held national flower distribution company located in Sudbury, Massachusetts. While he was with The Frugal Flower, he established and managed the eCommerce initiative. In 1995, he co-founded BX Technologies, Inc., a Providence, Rhode Island

company that provided Web development, hosting, software product, Web services, and ongoing Internet marketing and support. He served as the president of BX Technologies, Inc. until April 2003. Prior to founding BX Technologies, he held various key marketing, planning, and sales roles at Paradigm Management Consulting Group, Inc., BASF Corporation, Data General Corporation, and Wang Laboratories, Inc. Mr. Weisberg has a masters degree in management from MIT/Sloan School of Management and a bachelors degree in social psychology from the University of Pennsylvania.

COMMITTEES

AUDIT COMMITTEE. Our audit committee members are Donald A. Christensen and Edward J. Weisberg. The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its responsibility to oversee:

1) the integrity of our financial statements, controls and disclosure;

2) the qualifications and independence of our independent accountants;

3) the performance of our independent accountants and of its internal audit staff; and

4) our compliance with legal and regulatory requirements.

The Audit Committee has the sole authority to appoint our independent accountants, subject to any shareholder ratification. The Audit Committee also prepares the annual Audit Committee report required by the rules and regulations of the Securities and Exchange Commission to be included in our annual proxy statement.

COMPENSATION COMMITTEE. Our compensation committee members are Frank J. Deleo and Robert T. Kane. The Compensation Committee is appointed by the Board of Directors to (1) discharge the responsibilities of the Board of Directors relating to compensation of our executives and (2) produce an annual report on executive compensation for inclusion in our proxy statement in accordance with applicable rules and regulations.

CONFLICTS OF INTEREST

Members of our management are associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our company. While the officers and directors are engaged in other business activities, we anticipate that such activities will not interfere in any significant fashion with the affairs of our business, in terms of having adequate time to devote to the business of the company.

Our officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may be formed for the purpose of engaging in business activities similar to us. Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of us or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise. Currently, we do not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business operations.

Our officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to us and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If we or the companies with which the officers and directors are affiliated both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if we should decline to do so. Except as set forth above, we have not adopted any other conflict of interest policy with respect to such transactions.

EXECUTIVE COMPENSATION

The table below sets forth information the remuneration of our chief executive officer during our last completed fiscal period (March 1, 2005 through July 31, 2005). There were no executive officers whose total annual salary and bonus equaled or exceeded $100,000.

                           SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------------------

                                                                          LONG TERM COMPENSATION
                                ANNUAL COMPENSATION                -------------------------------------
                   -----------------------------------------------          AWARDS             PAYOUTS
                                                                   -------------------------------------
                                                         OTHER     RESTRICTED   SECURITIES
    NAME AND                                            ANNUAL       STOCK      UNDERLYING      LTIP       ALL OTHER
    PRINCIPAL      FISCAL                              COMPENSA-    AWARD(S)     OPTIONS/      PAYOUTS     COMPENSA-
    POSITION        YEAR    SALARY ($)    BONUS ($)     TION($)        ($)       SARS (#)        ($)        TION($)
----------------------------------------------------------------------------------------------------------------------
   James P.R.       2005     $50,000        -0-           -0-          -0-          -0-          -0-           -0-
  Samuels, CEO     (1)<F1>
----------------------------------------------------------------------------------------------------------------------
------------------
(1)<F1>  Mr. Samuels served in his position from March 1, 2005 through July 31,
         2005.  Mr. Samuels' current annual salary is $120,000.

COMPENSATION OF DIRECTORS

Each of our non-employee directors receives $1,000 and reimbursement for expenses of attendance for each scheduled meeting that requires physical attendance. For scheduled conference call board meetings, each non-employee director received $500 per meeting. In addition, each director is granted 30,000 shares of common stock per year to compensate him for ad hoc telephone calls, management support, and committee responsibilities.

EMPLOYMENT AGREEMENTS

Under the terms of his employment agreement, Jack Herman, the Vice President and Chief Operating Officer of Worldwide Business Solutions, is paid an annual salary of $151,000. He can receive up to 25% of his annual salary as a bonus incentive. His employment agreement contains non-compete and confidentiality provisions. Mr. Herman was granted options to purchase 300,000 shares of common stock at $0.25 per share, 100,000 of which have vested, with 100,000 vesting in May 2006 and 100,000 in May 2007.

STOCK OPTION PLAN

By written consent dated May 13, 2005, our shareholders adopted the 2005 Stock Plan. Under the Plan up to 500,000 shares of our common stock (the "Available Shares") that may be purchased pursuant to the exercise of incentive stock options, non-qualified stock options, stock grants and stock-based awards ("Stock Rights") which may be granted to our employees, directors and consultants. This Plan will terminate on May 13, 2015, unless terminated at an earlier date by vote of the shareholders.

The 2005 Stock Plan is intended to (i) encourage ownership of shares by our employees and directors of and certain consultants to the company; (ii) induce them to work for the benefit of the company; and (iii) provide additional incentive for such persons to promote the success of the company.

The 2005 Stock Plan is administered by the Compensation Committee of the Board of Directors (the "Committee"). The Committee has the authority to:

1) interpret the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan;

2) determine which employees, directors and consultants shall be granted Stock Rights;

3) determine the number of shares for which a Stock Right shall be granted;

4) specify and terms and conditions upon which a Stock Right may be granted; and

5) adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary in order to comply with any tax or other laws applicable to the company.

The Committee may amend the Plan to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan for favorable federal income tax treatment, and to the extent necessary to qualify the shares issuable upon exercise of Stock Rights for listing on any national securities exchange or quotation in any national quotation system of securities dealers. Any amendment that the Committee determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval.

The Plan contains provisions for proportionate adjustment of the number of shares for outstanding options and the option price per share in the event of stock dividends, recapitalizations, stock splits or combinations.

Each option granted under the Plan will be evidenced by a written option agreement between us and the optionee. The option price of any incentive stock option or non-qualified option may be not less than 100% of the fair market value per share on the date of grant of the option; provided, however, that any incentive stock option granted to a person owning more than ten percent of the total combined voting power of the common stock will have an option price of not less than 110% of the fair market value per share on the date of grant. "Fair Market Value" per share as of a particular date is defined in the Plan as the closing price of our common stock as reported on a national securities exchange or the last transaction price on the reporting system or, if none, the average of the closing bid and asked prices of our common stock in the over-the-counter market or, if such quotations are unavailable, the value determined by the Committee in its discretion in good faith.

The exercise period of incentive stock options or non-qualified options granted under the Plan may not exceed ten years from the date of grant thereof. Incentive stock options granted to a person owning more than ten percent of the total combined voting power of our common stock will be for no more than five years.

To exercise an option, the optionee must pay the full exercise price in cash, by check or such other legal consideration as may be approved by the Committee. Such other consideration may consist of shares of common stock having a fair market value equal to the option price, cashless exercise, a personal recourse note, or in a combination of cash, shares, cashless exercise and a note, subject to approval of the Committee.

An option may not be exercised unless the optionee then is an employee, consultant, officer, or director of our company or its subsidiaries, and unless the optionee has remained continuously as an employee, consultant, officer, or director of our company since the date of grant of the option. If the optionee ceases to be an employee, consultant, officer, or director of our company or its subsidiaries other than by reason of death, disability, or for cause, all options granted to such optionee, fully vested to such optionee but not yet exercised, will terminate three months after the date the optionee ceases to be an employee, consultant, officer or director of our company.

If the employee is terminated "for cause" (as that term is defined in the Plan), such employee's options will terminate immediately on the date the optionee ceases employment or association.

If an optionee dies while an employee, consultant, officer or director of our company, or if the optionee's employment, consultant, officer, or director status terminates by reason of disability, all options theretofore granted to such optionee, whether or not otherwise exercisable, unless earlier terminated in accordance with their terms, may be exercised at any time within one year after the date of death or disability of said optionee, by the optionee or by the optionee's estate or by a person who acquired the right to exercise such options by bequest or inheritance or otherwise by reason of the death or disability of the optionee.

Each offer of a stock grant to a participant shall state the date prior to which the stock grant must be accepted by the participant, and a written agreement shall set forth the purchase price per share, if any, of the shares covered by the stock grant, the number of shares covered by the stock grant, and the terms of any right of the company to restrict or reacquire the shares subject to the stock grant. A participant shall accept a stock grant by executing the applicable agreement and delivering it the company, together with payment for the full purchase price, if any. Payment may be made by cash, check, shares of common stock having a fair market value equal to the purchase price, a personal recourse note, or a combination of the foregoing.

Stock Rights granted under the Plan are not transferable other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or the rules thereunder. Stock

Rights may only be exercised or accepted during the participant's lifetime by the participant and thereafter only by his legal representative. A participant to whom a Stock Right has been granted has no rights as a shareholder with respect to any shares covered by a Stock Right until the exercise of the option or acceptance of the stock grant..

As a condition to the exercise or acceptance of a Stock Right or upon the lapsing of any right of repurchase, we may withhold the amount of our required tax withholding liability. We, to the extent permitted or required by law, may deduct a sufficient number of shares due to the optionee to allow us to pay such withholding taxes.

As of July 31, 2005, no Stock Rights had been granted under the Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides certain information as to our officers and directors individually and as a group, and the holders of more than 5% of our common stock, as of October 31, 2005.

                                                                AMOUNT AND NATURE
NAME AND ADDRESS OF BENEFICIAL OWNER (1)                   OF BENEFICIAL OWNERSHIP (2)<F2>    PERCENT OF CLASS (2)<F2>
----------------------------------------                   ---------------------------        --------------------

Art Boorujy                                                        2,100,000 (3)<F3>                 13.9%
3801 East Florida Avenue, #400
Denver, Colorado  80210

James P.R. Samuels                                                 1,670,000 (4)<F4>                 12.1%
3801 East Florida Avenue, #400
Denver, Colorado 80210

Howard  Mayer                                                      1,160,000 (5)<F5>                 8.5%
3200 Park Avenue 8F-1
Bridgeport, Connecticut 06604

Garry R. Kotishion                                                  675,000 (6)<F6>                  5.2%
2281 S Vaughn Way #103A
Aurora, Colorado

W. Earl Somerville                                                  300,000 (7)<F7>                  2.3%
182 Tilford Road
Oakville, Ontario L6L 4Z3 Canada

Donald A. Christensen                                               230,000 (8)<F8>                  1.8%
48 S Evanston Way
Aurora, Colorado 80012

Frank J. Deleo                                                       30,000 (9)<F9>                  0.2%
1517 Tennison Parkway
Colleyville, Texas 76034

Robert T. Kane                                                       30,000 (9)<F9>                  0.2%
3620 Main Street
Munhall, Pennsylvania 15120

Edward J. Weisberg                                                   30,000 (9)<F9>                  0.2%
18 Whispering Pine Road
Sudbury, Massachusetts 01776

All officers and directors as a group  (6 persons)                 2,290,000 (10)<F10>               16.1%
------------------

                                       24

(1)<F1>  To our knowledge, except as set forth in the footnotes to this table
         and subject to applicable community property laws, each person named in
         the table has sole voting and investment power with respect to the
         shares set forth opposite such person's name.

(2)<F2>  This table is based on 12,995,526 shares of common stock outstanding as
         of October 31, 2005. If a person listed on this table has the right to
         obtain additional shares of Common Stock within sixty (60) days from
         October 31, 2005, the additional shares are deemed to be outstanding
         for the purpose of computing the percentage of class owned by such
         person, but are not deemed to be outstanding for the purpose of
         computing the percentage of any other person.

(3)<F3>  Includes 2,000,000 shares issuable upon the exercise of warrants and
         100,000 shares issuable upon the exercise of vested stock options.

(4)<F4>  Includes 850,000 shares issuable upon exercise of warrants.

(5)<F5>  Includes 560,000 shares issuable upon exercise of warrants.

(6)<F6>  Includes 75,000 shares issuable upon exercise of warrants.

(7)<F7>  Includes 100,000 shares issuable upon exercise of warrants and 100,000
         shares issuable upon exercise of vested stock options.

(8)<F8>  Includes 100,000 shares issuable upon exercise of warrants and 30,000
         shares issuable upon exercise of vested stock options.

(9)<F9>  Includes 30,000 shares issuable upon exercise of vested stock options.

(10)<F10>Includes 1,270,000 shares issuable upon exercise of warrants and vested
         stock options.

James P.R. Samuels may be deemed to be the "parent" of our company within the meaning of the rules and regulations of the Securities and Exchange Commission.

CHANGES IN CONTROL

There are no agreements known to management that may result in a change of control of our company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of our present directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any of our former directors, officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect us.

FUTURE TRANSACTIONS. All future affiliated transactions will be made or entered into on terms that are no less favorable to us than those that can be obtained from any unaffiliated third party. A majority of the independent, disinterested members of our board of directors will approve future affiliated transactions.

DESCRIPTION OF SECURITIES

COMMON STOCK

We are authorized to issue up to 100,000,000 shares of common stock, $0.001 par value per share. As of October 31, 2005, there were 12,995,526 shares of common stock outstanding, which were held of record by approximately 310 stockholders. The holders of the common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. We do not have cumulative voting rights in the election of directors, and accordingly, holders of a majority of the shares voting are able to elect all of the directors. Subject to preferences that may be granted to any then outstanding preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefor as well as any distributions to the stockholders. In the event of our liquidation, dissolution or winding up,

holders of common stock are entitled to share ratably in all of our assets remaining after payment of liabilities andthe liquidation preference of any then outstanding preferred stock. Holders of common stock have no preemptive or other subscription of conversion rights. There are no redemption or sinking fund provisions applicable to the common stock.

PREFERRED STOCK

We are authorized to issue up to 25,000,000 shares of preferred stock, $0.001 par value per share. There are no shares of preferred stock issued or outstanding. Our board of directors has the power to fix and determine the designations, rights, preferences, or other variations of each class or series within each class of capital stock of the company.

WARRANTS

We have issued a total of 10,660,000 warrants, exercisable through various dates in 2008, to purchase an aggregate of 10,600,000 shares of our common stock for $0.25 per share.

We also issued to Shawn and Jordan Suhrstedt warrants to purchase a total of 400,000 shares. The warrants are exercisable for a period of three years from closing the acquisition of Cascade Callworks Inc. and is exercisable as to 100,000 shares at $0.50 per share and as to 300,000 shares at $0.75 per share.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is Signature Stock Transfer, Inc. Its address is One Preston Park, 2301 Ohio Drive, Suite 100, Plano Texas 75093, and its telephone number is (972) 612-4120.

SELLING STOCKHOLDERS

This prospectus relates to the resale of 5,460,000 shares of common stock held by existing shareholders and 12,150,000 shares issuable upon the exercise of warrants. We are also registering 2,000,000 shares of common stock to be issued in connection with a stock swap arrangement. We are registering the shares in order to permit the selling shareholders to offer the shares of common stock for resale from time to time. The selling shareholders have not had any material relationship with us within the past three years, except as noted in the table below.

The table below lists the selling shareholders and other information regarding the beneficial ownership of the common stock by the selling shareholders. The second column lists the number of shares of common stock held. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders.

                                                   NUMBER OF                              OWNERSHIP AFER OFFERING
                                                    SHARES              SHARES            ------------------------
                                                 BENEFICIALLY        REGISTERED FOR       NUMBER OF
  NAME OF SELLING SHAREHOLDER                  OWNED (1)<F1>(2)<F2>   RESALE (2)<F2>        SHARES        PERCENT
  ---------------------------                  --------------------  ---------------      ----------      -------

655093 Alberta Ltd. (3)<F3>                           160,000            160,000                 0           0%
Jeris T. Alajaji                                      320,000            320,000                 0           0%
Kevin B. Angileri                                      40,000             40,000                 0           0%
Robert A. Ball                                        120,000            120,000                 0           0%
Jason Barker                                           80,000             80,000                 0           0%
Gerald R. Barrick                                     520,000            520,000                 0           0%
Jeffrey T. Benz                                       200,000            200,000                 0           0%
Bleaker Trust, Chris Falco, Trustee FBO               600,000            600,000                 0           0%
   Nottingham, Inc. (4)<F4>
Art Boorujy (5)<F5>                                 2,100,000          2,200,000                 0           0%
Mark Bowman                                            80,000             80,000                 0           0%
Anthony F. & Dawn L. Carabello                        400,000            400,000                 0           0%
Donald A. Christensen (6)<F6>                         230,000            190,000           100,000           (7)<F7>


                                       26

                                                   NUMBER OF                              OWNERSHIP AFER OFFERING
                                                    SHARES              SHARES            ------------------------
                                                 BENEFICIALLY        REGISTERED FOR       NUMBER OF
  NAME OF SELLING SHAREHOLDER                  OWNED (1)<F1>(2)<F2>   RESALE (2)<F2>        SHARES        PERCENT
  ---------------------------                  --------------------  ---------------      ----------      -------
Robert E. Coker                                       400,000            400,000                 0           0%
DSN Enterprises Ltd. (8)<F8>                          200,000            200,000                 0           0%
James L. DeGrazio                                     120,000            120,000                 0           0%
Frank J. Deleo (6)<F6>                                 30,000             90,000                 0           0%
Frank J. Flack                                        200,000            200,000                 0           0%
Joselina Henriques de Silva                           100,000             50,000            50,000           (7)<F7>
Jack Herman (9)<F9>                                   100,000            300,000                 0           0%
James Hesselgrave                                      80,000             80,000                 0           0%
Jeff D. Holcomb                                       200,000            200,000                 0           0%
Zachary T. & Carolyn C. Holcomb                       200,000            200,000                 0           0%
Houston Trust, Doug Chandler,                         600,000            600,000                 0           0%
   Trustee FBO Bolsover Corp. (10)<F10>
Jonathan E. Hutsler                                   280,000            180,000           100,000           (7)<F7>
Mariane E. Johnson                                    637,500            375,000           262,500          2.0%
Robert A. Johnson                                     637,500            375,000           262,500          2.0%
Robert T. Kane (6)<F6>                                 30,000             90,000                 0           0%
Kings Trust, Jay Leford, Trustee FBO Enid             400,000            400,000                 0           0%
   Corporation (11)<F11>
Garry R. Kotishion                                    675,000             75,000           600,000          4.6%
Josie Larder                                          500,000            500,000                 0           0%
Brian J. Mayer                                        200,000            200,000                 0           0%
Howard Mayer                                        1,160,000          1,160,000                 0           0%
Jonathan Mayer                                        200,000            200,000                 0           0%
Walter A. Mills Sr.                                    80,000             80,000                 0           0%
Walter A. Mills                                       160,000            160,000                 0           0%
Corry L. Nye                                          675,000            600,000            75,000           (7)<F7>
Linda D. Nye                                          495,000            195,000           300,000          2.3%
Niel Patel                                            400,000            400,000                 0           0%
Franklin D. Patterson                                 200,000            200,000                 0           0%
Raymond F. Podjasek (12)<F12>                          30,000             30,000                 0           0%
Craig Pottenger                                       200,000            200,000                 0           0%
R.A. Johnson Inc. (13)<F13>                           650,000            200,000           450,000          3.4%
James P.R. Samuels (14)<F14>                        1,670,000            850,000           820,000          5.9%
Gary T. Schulwolf                                     200,000            200,000                 0           0%
Barry Shemaria                                        400,000            400,000                 0           0%
David L. Simpson                                      400,000            400,000                 0           0%
W. Earl Somerville (15)<F15>                          300,000            300,000           100,000           (7)<F7>
John R. Stacy                                         400,000            400,000                 0           0%
John Starratt                                         120,000            120,000                 0           0%
William R. Stratton                                    80,000             80,000                 0           0%
Shawn & Jordan Suhrstedt (16)<F16>                    400,000            400,000                 0           0%
TouchStar Software Corporation (17)<F17>            2,000,000          2,000,000                 0           0%
H. Elliot Upchurch                                    200,000            200,000                 0           0%
John Van Kemp                                         400,000            400,000                 0           0%
Steven Warfield                                       560,000            560,000                 0           0%
Edward Weisberg (6)<F6>                                30,000             90,000                 0           0%
Roger W. Wilson                                        80,000             80,000                 0           0%
Robert K. Young                                        80,000             80,000                 0           0%
Ann Zanzinger                                          80,000             80,000                 0           0%
--------------------

                                       27

(1)<F1>  To our knowledge, except as set forth in the footnotes to this table
         and subject to applicable community property laws, each person named in
         the table has sole voting and investment power with respect to the
         shares set forth opposite such person's name.

(2)<F2>  Includes shares underlying warrants or stock options.

(3)<F3>  Paul Folkman exercises voting and/or dispositive powers with respect to
         these shares.

(4)<F4>  Chris Falco exercises voting and/or dispositive powers with respect to
         these shares.

(5)<F5>  Art Boorujy is the vice president - industry relations and sales for
         Worldwide Business Solutions Incorporated. He has been granted options
         to purchase 200,000 shares, of which 100,000 options have vested. We
         are registering 200,000 shares of common stock issuable upon exercise
         of the stock options and 2,000,000 shares issuable upon the exercise of
         warrants.

(6)<F6>  This person is a director of the company. He has been granted stock
         options to purchase 90,000 shares, of which 30,000 have vested. We are
         registering 90,000 shares of common stock issuable upon exercise of the
         stock options.

(7)<F7>  Less than 1%.

(8)<F8>  Dirk Nye exercises voting and/or dispositive powers with respect to
         these shares.

(9)<F9>  Jack Herman is the vice president and chief operating officer of
         Worldwide Business Solutions Incorporated. He has been granted options
         to purchase 300,000 shares, of which 100,000 options have vested. We
         are registering 300,000 shares of common stock issuable upon exercise
         of the stock options.

(10)<F10>Doug Chandler exercises voting and/or dispositive powers with respect
         to these shares.

(11)<F11>Jay Leford exercises voting and/or dispositive powers with respect to
         these shares.

(12)<F12>This person is a former director of the company.

(13)<F13>Rex Johnson exercises voting and/or dispositive powers with respect to
         these shares.

(14)<F14>James P.R. Samuels is the president and chief executive officer of the
         company.

(15)<F15>W. Earl Somerville is the chief financial officer, secretary and
         treasurer of the company. He has been granted stock options to purchase
         200,000 shares of common stock, of which 100,000 options have vested.
         We are registering 200,000 shares of common stock issuable upon
         exercise of the stock options.

(16)<F16>Shawn and Jordon Suhrstedt have entered into an agreement to sell
         Cascade Callworks Inc. to the company. We are registering the 400,000
         shares underlying warrants which are part of the purchase price.

(17)<F17>We have agreed in principle that Touchstar Software Corporation will
         acquire an equity interest in us valued at $500,000 and that we will
         acquire an equity interest in its subsidiary, TouchStar International
         Sales Limited, also valued at $500,000. We are registering 2,000,000
         shares to be issued to TouchStar Software Corporation. Shawn Suhrstedt
         exercises voting and/or dispositive powers with respect to these
         shares. We have entered into a Reseller Agreement with TouchStar
         Software Corporation.

PLAN OF DISTRIBUTION

The selling shareholders may sell some or all of their shares of common stock in one or more transactions, including block transactions:

o on such public markets or exchanges as the common stock may from time to time be trading;
o in privately negotiated transactions;
o through the writing of options on the common stock;
o in short sales; or
o in any combination of these methods of distribution.

The common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

In the event of the transfer by the selling shareholders of their shares to any pledgee, donee, or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective registration statement in order to name the pledgee, donee, or other transferee in place of the selling shareholder who has transferred his shares.

The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholder or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholder will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholder to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholder, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer's commitment to the selling shareholder. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such resales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

If, after the date of this prospectus, a selling shareholder enters into an agreement to sell his shares to a broker-dealer as principal and the broker-dealer is acting as an underwriter, we will need to file a post-effective amendment to the registration statement of which this prospectus is a part. We will need to identify the broker-dealer, provide required information on the plan of distribution, and revise the disclosures in that amendment, and file the agreement as an exhibit to the registration statement. Also, the broker-dealer would have to seek and obtain clearance of the underwriting compensation and arrangements from the NASD Corporate Finance Department.

We are bearing all costs relating to the registration of the common stock, which are estimated at $40,000. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

We are paying the expenses of the offering because we seek to: (i) become a reporting company with the Commission under the Securities Exchange Act of 1934 (the "1934 Act"); and (ii) enable our common stock to be traded on the OTC Bulletin Board. We believe that the registration of the resale of shares on behalf of existing shareholders may facilitate the development of a public market in our common stock if our common stock is approved for trading on the OTC Bulletin Board.

The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be underwriters, they must comply with applicable law and may, among other things:

o Not engage in any stabilization activities in connection with our common stock;
o Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
o Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.

LEGAL MATTERS

Dill Dill Carr Stonbraker & Hutchings, P.C., Denver, Colorado, has given an opinion on the validity of the securities.

EXPERTS

The financial statements as of July 31, 2005 and for the period from March 1, 2005 (inception) through July 31, 2005 included in this prospectus and registration statement have been audited by Cordovano and Honeck LLP, an independent registered public accounting firm, to the extent and for the period indicated in their report, and are included in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

We have not previously been subject to the reporting requirements of the Securities and Exchange Commission. We have filed with the Commission a registration statement on Form SB-2 under the Securities Act with respect to the shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our securities and us you should review the registration statement and the exhibits and schedules thereto. Statements made in this prospectus regarding the contents of any contract or document filed as an exhibit to the registration statement are not necessarily complete. You should review the copy of such contract or document so filed.

You can inspect the registration statement and the exhibits and the schedules thereto filed with the commission, without charge, at the office of the Commission at 100 F Street, NE, Washington, D.C. 20549. You can also obtain copies of these materials from the public reference section of the commission at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission maintains a web site on the Internet that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.

REPORTS TO STOCKHOLDERS

As a result of filing the registration statement, we are subject to the reporting requirements of the federal securities laws, and are required to file periodic reports and other information with the SEC. We will furnish our shareholders with annual reports containing audited financial statements certified by independent public accountants following the end of each fiscal year and quarterly reports containing unaudited financial information for the first three quarters of each fiscal year following the end of such fiscal quarter.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm......................F-1

Balance Sheet at July 31, 2005...............................................F-2

Statement of Operations for the period from March 1, 2005 (inception)
   through July 31, 2005.....................................................F-3

Statement of Changes in Shareholders' Equity for the period from
   March 1, 2005 (inception) through July 31, 2005...........................F-4

Statement of Cash Flows for the period from March 1, 2005 (inception)
   through July 31, 2005.....................................................F-5

Notes to Financial Statements................................................F-6

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the corporate laws of the State of Nevada and Article VII of the registrant's Articles of Incorporation, the registrant has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). The registrant's Bylaws (Exhibit 3.2 hereto) also provide for mandatory indemnification of its directors and executive officers, and permissive indemnification of its employees and agents, to the fullest extent permissible under Nevada law.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses to be paid by the registrant in connection with the securities being registered are as follows:

Securities and Exchange Commission filing fee........$     2,146.53
Accounting fees and expenses.........................      9,000.00
Blue sky fees and expenses...........................      1,000.00
Legal fees and expenses..............................     25,000.00
Transfer agent fees and expenses.....................      1,000.00
Printing expenses....................................      1,000.00
Miscellaneous expenses...............................        853.47
                                                     --------------

Total................................................$    40,000.00
                                                     ==============

All amounts are estimates except the SEC filing fee. The Selling Stockholders will be bearing the cost of their own brokerage fees and commissions and their own legal and accounting fees.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

Within the past three years, the registrant has issued and sold the unregistered securities set forth in the tables below.

-------------------------------------------------------------------------------------------------------------------
                       PERSONS OR CLASS OF
       DATE                  PERSONS                           SECURITIES                        CONSIDERATION
-------------------------------------------------------------------------------------------------------------------
05/12/05            Carlos V. Sandoval         161,888 shares of common stock              Repayment of debt in the
                    (officer and director at                                               amount of $42,659
                    the time)
-------------------------------------------------------------------------------------------------------------------
07/8/05             Shareholders of            7,720,000 shares of common stock            Shares of Worldwide
                    Worldwide Business                                                     Business Solutions
                    Solutions Incorporated                                                 Incorporated
-------------------------------------------------------------------------------------------------------------------
07/8/05             24 holders of warrants     Warrants to purchase 2,520,000 shares of    Warrants of Worldwide
                    of Worldwide Business      common stock at $0.25 per share through     Business Solutions
                    Solutions Incorporated     July 8, 2010                                Incorporated
-------------------------------------------------------------------------------------------------------------------
07/8/05             13 holders of warrants     Warrants to purchase 5,200,000 shares of    Warrants of Worldwide
                    of Worldwide Business      common stock at $0.25 per share for         Business Solutions
                    Solutions Incorporated     through April 30, 2010                      Incorporated
-------------------------------------------------------------------------------------------------------------------


                                      II-1

-------------------------------------------------------------------------------------------------------------------
                       PERSONS OR CLASS OF
       DATE                  PERSONS                           SECURITIES                        CONSIDERATION
-------------------------------------------------------------------------------------------------------------------
07/8/05             Holders of stock options   Options to purchase 1,090,000 shares        Stock Options of
                    of Worldwide Business                                                  Worldwide Business
                    Solutions Incorporated                                                 Solutions Incorporated
-------------------------------------------------------------------------------------------------------------------
07/9/05 - 8/31/05   20 accredited investors    Units consisting of 2,940,000 shares of     $735,000
                                               common stock and warrants to purchase
                                               2,940,000 shares of common stock at $0.25
                                               per share for 5 years from date of
                                               issuance
-------------------------------------------------------------------------------------------------------------------

No underwriters were used in the above stock transactions, except for the placement of Units. The registrant relied upon the exemption from registration contained in Section 4(2) and/or Rule 506 as to all of the transactions, as the investors with either deemed to be sophisticated with respect to the investment in the securities due to their financial condition and involvement in the registrant's business or accredited investors. Restrictive legends were placed on the certificates evidencing the securities issued in all of the above transactions.

ITEM 27. EXHIBITS

--------------------------------------------------------------------------------
 REGULATION S-B
     NUMBER                             EXHIBIT
--------------------------------------------------------------------------------
       2.1         Share Exchange Agreement by and between Barnett Energy
                   Corporation and Worldwide Business Solutions Incorporated
                   dated as of May 13, 2005
--------------------------------------------------------------------------------
       3.1         Amended and Restated Articles of Incorporation
--------------------------------------------------------------------------------
       3.2         Amended Bylaws
--------------------------------------------------------------------------------
       5.1         Opinion of Dill Dill Carr Stonbraker & Hutchings, P.C.
--------------------------------------------------------------------------------
      10.1         2005 Stock Plan
--------------------------------------------------------------------------------
      10.2         TouchStar Software Corporation Reseller Agreement dated
                   September 14, 2005
--------------------------------------------------------------------------------
      10.3         Non-Binding Letter of Intent with Cascade Callworks Inc.
                   dated September 29, 2005
--------------------------------------------------------------------------------
       21          Subsidiaries of the registrant
--------------------------------------------------------------------------------
      23.1         Consent of Dill Dill Carr Stonbraker & Hutchings, P.C.
                   Reference is made to Exhibit 5.1
--------------------------------------------------------------------------------
      23.2         Consent of Cordovano and Honeck LLP
--------------------------------------------------------------------------------

II-2

ITEM 28. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act") may be permitted to directors, officers and controlling persons of the issuer pursuant to the foregoing provisions, or otherwise, the issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The Registrant hereby undertakes to:

(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

II-3

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Denver, State of Colorado, on October 29, 2005.

WORLDWIDE STRATEGIES INCORPORATED

By:  /s/ JAMES P.R. SAMUELS
   ---------------------------------------
      James P.R. Samuels, President

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

SIGNATURE                                TITLE                                          DATE


                                         President, Chief Executive Officer and
/s/ JAMES P.R. SAMUELS                   Director (Principal Executive Officer)         October 29, 2005
------------------------------------
James P.R. Samuels
                                         Vice President, Chief Financial Officer,
                                         Secretary and Treasurer (Principal Financial
/s/ W. EARL SOMERVILLE                   Officer and Principal Accounting Officer)      October 28, 2005
------------------------------------
W. Earl Somerville


/s/ DONALD A. CHRISTENSEN                Director                                       October 28, 2005
------------------------------------
Donald A. Christensen


/s/ FRANK J. DELEO                       Director                                       October 28, 2005
------------------------------------
Frank J. Deleo


/s/ ROBERT T. KANE                       Director                                       October 31, 2005
------------------------------------
Robert T. Kane


/s/ EDWARD J. WEISBERG                   Director                                       October 28, 2005
------------------------------------
Edward J. Weisberg

II-4

To the Board of Directors and Shareholders:
Worldwide Strategies Incorporated

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the balance sheet of Worldwide Strategies Incorporated (a development stage company) as of July 31, 2005, and the related statements of operations, changes in shareholders' equity and cash flows for the period from March 1, 2005 (inception) through July 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Worldwide Strategies Incorporated as of July 31, 2005, and the results of its operations and its cash flows for the period from March 1, 2005 (inception) through July 31, 2005 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, on July 8, 2005, the Company entered into an Agreement and Plan of Reorganization with Worldwide Business Solutions Incorporated.

/s/ CORDOVANO AND HONECK LLP

Cordovano and Honeck LLP
Denver, Colorado
August 29, 2005

F-1

WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

JULY 31, 2005

                                     ASSETS
Current Assets:
   Cash.....................................................................$      423,690
   Prepaid expenses.........................................................        27,317
   Travel advance...........................................................         2,500
                                                                            ---------------
           Total current assets.............................................       453,507

Equipment, net of accumulated depreciation of $49...........................         2,921
Deposit (Note 5)............................................................        50,000
                                                                            ---------------
                                                                            $      506,428
                                                                            ===============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable.........................................................$       38,158
   Accrued liabilities......................................................         1,506
                                                                            ---------------
           Total current liabilities........................................        39,664
                                                                            ---------------
Shareholders' equity (Notes 2 and 3):
   Preferred stock, $.001 par value; 25,000,000 shares authorized,
      -0- shares issued and outstanding.....................................            --
   Common stock, $.001 par value; 100,000,000 shares authorized,
      11,055,526 shares issued and outstanding..............................        11,056
   Common stock subscriptions receivable....................................        (5,000)
   Additional paid-in capital...............................................       784,006
   Deficit accumulated during development stage.............................      (323,298)
                                                                            ---------------
           Total shareholders' equity.......................................       466,764
                                                                            ---------------
                                                                            $      506,428
                                                                            ===============

See accompanying notes to financial statements

F-2

WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

MARCH 1, 2005 (INCEPTION) THROUGH JULY 31, 2005

Operating expenses:
   Salaries and payroll taxes....................................$      75,666
   Professional and consulting fees..............................      129,755
   Travel........................................................       59,736
   Contract labor................................................       24,000
   Insurance.....................................................        9,640
   Depreciation..................................................           49
   Other general and administrative expenses.....................       24,452
                                                                 --------------
           Total operating expenses..............................      323,298
                                                                 --------------
           Loss before income taxes..............................     (323,298)

Income tax provision (Note 4)....................................           --
                                                                 --------------
           Net loss..............................................$    (323,298)
                                                                 ==============
Basic and diluted loss per share.................................$       (0.05)
                                                                 ==============
Basic and diluted weighted average
   common shares outstanding.....................................    6,299,702
                                                                 ==============

See accompanying notes to financial statements

F-3

WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

                                                                                                            DEFICIT
                                                                            COMMON                        ACCUMULATED
                                                                             STOCK         ADDITIONAL        DURING
                                                    COMMON STOCK         SUBSCRIPTIONS       PAID-IN       DEVELOPMENT
                                                SHARES     PAR VALUE       RECEIVABLE        CAPITAL          STAGE          TOTAL
Balance at March 1, 2005 (inception)                 --    $      --     $        --       $       --     $         --   $       --


March 1, 2005, sale of common stock
   to founders' (Note 2)                      5,200,000        5,200              --               --               --        5,200

April though June 2005, sale of common
   stock in private offering at $.25 per
   share, net of $65,089 of offering
   costs (Note 3)                             2,520,000        2,520          (5,000)         562,391               --      559,911

July 2005, stock issued in recapitalization
   with Barnett Energy Corp. (Note 1)         2,335,526        2,336              --           (2,385)              --          (49)
                                             ----------    ---------     ------------      -----------    -------------  -----------
July 8, 2005, following recapitalization     10,055,526       10,056          (5,000)         560,006               --      565,062

July 2005, sale of common stock in
   private offering at $.25 per share,
   net of $25,000 of offering costs
   (Note 3)                                   1,000,000        1,000              --          224,000               --      225,000

Net loss, March 1, 2005 (Inception)
   through July 31, 2005                             --           --              --               --         (323,298)    (323,298)
                                             ----------    ---------     ------------      -----------    -------------  -----------

Balance at July 31, 2005                     11,055,526    $  11,056     $    (5,000)      $  784,006     $   (323,298)  $  466,764
                                             ==========    =========     ============      ===========    =============  ===========

See accompanying notes to financial statements

F-4

WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

MARCH 1, 2005 (INCEPTION) THROUGH JULY 31, 2005

Cash flows from operating activities:

   Net loss.........................................................$  (323,298)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
        Depreciation................................................         49
        Net liabilities acquired in Barnett recapitalization........         49
        Changes in current assets and liabilities:
           Receivables, prepaid expenses and other
             current assets.........................................    (79,915)
           Accounts payable.........................................     38,158
           Accrued liabilities......................................      1,506
                                                                    ------------
                Net cash used in
                   operating activities.............................   (363,451)
                                                                    ------------

Cash flows from investing activities:
   Purchases of equipment...........................................     (2,970)
                                                                    ------------
                Net cash used in
                   investing activities.............................     (2,970)
                                                                    ------------

Cash flows from financing activities:
   Proceeds from sale of common stock...............................    880,200
   Payments for offering costs......................................    (90,089)
                                                                    ------------
                Net cash provided by
                   financing activities.............................    790,111
                                                                    ------------

                   Net change in cash...............................    423,690

Cash, beginning of period...........................................         --
                                                                    ------------

Cash, end of period.................................................$   423,690
                                                                    ============

Supplemental disclosure of cash flow information:

   Income taxes.....................................................$        --
                                                                    ============
   Interest.........................................................$        --
                                                                    ============

See accompanying notes to financial statements

F-5

WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(1) ORGANIZATION, BASIS OF PRESENTATION, AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION

Worldwide Strategies Incorporated (the "Company") was incorporated on March 1, 2005 as Worldwide Business Solutions Incorporated ("WBSI") in the State of Colorado. The Company intends to provide call center software platforms to client centers or to outsource selected client services to multi-lingual international centers.

On May 13, 2005, Barnett Energy Corporation ("BEC"), a Nevada corporation, entered into a Share Exchange Agreement (the "Agreement") with WBSI. Under the terms of the Agreement, BEC agreed to acquire all of the issued and outstanding common stock of WBSI in exchange for 7,720,000 shares of its common stock. The acquisition closed on July 8, 2005. Following the acquisition, the former shareholders of WBSI held approximately 76.8 percent of BEC's outstanding common stock, resulting in a change of control. In addition, WBSI became a wholly-owned subsidiary of BEC. However, for accounting purposes, the acquisition has been treated as a recapitalization of WBSI, with BEC the legal surviving entity. Since BEC had minimal assets and no operations, the recapitalization has been accounted for as the sale of 2,335,526 shares of WBSI common stock for the net liabilities of BEC. Therefore, the historical financial information prior to the date of the recapitalization, is the financial information of WBSI.

On June 14, 2005, BEC changed its name to Worldwide Strategies Incorporated.

DEVELOPMENT STAGE

The Company is in the development stage in accordance with Statements of Financial Accounting Standards (SFAS) No. 7 "Accounting and Reporting by Development Stage Enterprises". As of July 31, 2005, the Company has devoted substantially all of its efforts to financial planning, raising capital and developing markets.

USE OF ESTIMATES

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments with original maturities of three months or less when acquired to be cash equivalents. The Company had no cash equivalents at July 31, 2005.

F-6

WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the related assets, currently estimated at three years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of property and equipment sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

IMPAIRMENT OF LONG-LIVED ASSETS

The Company evaluates the carrying value of its long-lived assets under the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". Statement No. 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows estimated to be generated by those assets are less than the assets' carrying amount. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying value or fair value, less costs to sell.

OFFERING COSTS

The Company defers offerings costs, such as legal, commissions and printing costs, until such time as the offering is completed. At that time, the Company offsets the offering costs against the proceeds from the offering. If an offering is unsuccessful, the costs are charged to operations at that time.

INCOME TAXES

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and the tax basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future federal income taxes.

STOCK-BASED COMPENSATION

The Company accounts for compensation expense for its stock-based employee compensation plans using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and complies with the disclosure provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), and SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure". Under APB 25, compensation expense of fixed stock options is based on the difference, if any, on the date of the grant between the deemed fair value of the Company's stock and the exercise price of the option. Compensation expense

F-7

WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

is recognized on the date of grant or on the straight-line basis over the option-vesting period. The Company accounts for stock issued to nonemployees in accordance with the provisions of SFAS 123 and EITF Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services".

Pro forma information regarding the results of operations is calculated as if the Company had accounted for its employee stock options using the fair-value method. The fair value of each option grant is estimated on the date of grant using the Black-Scholes method. Pro forma disclosures have been included in Note 3.

LOSS PER COMMON SHARE

The Company reports net loss per share using a dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of July 31, 2005, there were 120,000 and 8,720,000 vested common stock options and warrants outstanding, respectively, which were excluded from the calculation of net loss per share-diluted because they were antidilutive.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29." This Statement eliminates the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This Statement is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not expect application of SFAS No. 153 to have a material affect on its financial statements.

In December 2004, the FASB issued a revision to SFAS No. 123, "Share-Based Payment." This Statement supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees" and its related implementation guidance. It establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. This Statement does not change the accounting guidance for share-based payment transactions with parties other than employees provided in Statement No. 123 as originally issued and EITF Issue No. 96-18. This Statement is effective for public entities that file as small business issuers as of the beginning of the first fiscal period that begins after December 15, 2005. The Company will adopt SFAS 123R on August 1, 2006. The Standard provides for a prospective application. Under this method, the Company will begin recognizing compensation cost for equity based compensation for all new or modified grants after the date of adoption. In addition, the Company will recognize the unvested potion of the grant date fair value of awards issued prior to the adoption based on the fair values previously calculated for disclosure purposes.

F-8

WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(2) RELATED PARTY TRANSACTIONS

On March 1, 2005, the Company sold 5,200,000 shares of its common stock to its officers, directors and other founders for $5,200, or $.001 per share. In connection with the stock sales, the Company issued one warrant for each common share purchased. The warrants allow the holder to purchase one share of common stock at a price of $.25 per share. The warrants expire on April 30, 2010.

(3) SHAREHOLDERS' EQUITY

COMMON STOCK

From April through June 2005, the Company conducted a private placement offering whereby it sold 2,520,000 units at a price of $.25 per unit. Each unit consisted on one share of the Company's common stock and one warrant to purchase another share of common stock at $.25 per share. The warrants may be exercised over a period of five years. The Company received net proceeds of $559,911, after deducting offering costs of $65,089. $5,000 was not collected as of July 31, 2005 and is reported in the accompanying financial statements as common stock subscriptions receivable. The offering was made in reliance on exemptions from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

In July 2005, the Company conducted a private placement offering whereby it sold 1,000,000 units at a price of $.25 per unit. Each unit consisted on one share of the Company's common stock and one warrant to purchase another share of common stock at $.25 per share. The warrants may be exercised over a period of five years. The Company received net proceeds of $225,000, after deducting offering costs of $25,000. The offering was made in reliance on exemptions from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

OPTIONS GRANTED TO EMPLOYEES, ACCOUNTED FOR UNDER THE INTRINSIC VALUE
METHOD

On April 30, 2005, the Company granted four directors options to purchase an aggregate of 360,000 shares of the Company's common stock at an exercise price of $.25 per share. 120,000 options were fully vested on the grant date, an additional 120,000 options vest on April 30, 2006, and the remaining 120,000 options vest on April 30, 2007. All of the options expire on April 30, 2010. The exercise price of the options equaled the price at which the Company was selling the stock to unrelated third parties on the grant date. The Company's common stock had no quoted market price on the grant date. No stock-based compensation was recorded on the options for the period ended July 31, 2005.

F-9

WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

The options had a fair value of $.031 per share, or $11,160. The fair value of the options was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Risk-free interest rate....................       2.70%

Dividend yield.............................       0.00%

Volatility factor..........................       0.00%

Weighted average expected life.............     5 years

Had compensation expense been recorded based on the fair value at the grant date, and charged to expense over vesting periods, consistent with the provisions of SFAS 123, the Company's net loss and net loss per share would have increased to the pro forma amounts indicated below:

                           March 1, 2005
                                                 (Inception)
                                                   Through
                                                July 31, 2005
                                               --------------
Net loss, as reported..........................$    (323,298)
  Decrease due to:
    Employee stock options.....................       (4,650)
                                               --------------
Pro forma net loss.............................$    (327,948)
                                               ==============
As reported:
    Net loss per share - basic and diluted.....$       (0.05)
                                               ==============
Pro Forma:
    Net loss per share - basic and diluted.....$       (0.05)
                                               ==============

Following is a schedule of changes in common stock options and warrants from March 1, 2005 (inception) through July 31, 2005:

                                              Total Awards       Exercisable Awards
                                           ------------------    ------------------
    Description                            Options   Warrants    Options   Warrants
----------------------------------------   -------   --------    -------   --------
Outstanding at March 1, 2005 (inception)       -           -         -           -
Granted                                    360,000   8,720,000   120,000   8,720,000
Exercised                                      -           -         -           -
Expired/cancelled                              -           -         -           -
                                           -------   ---------   -------   ---------
Outstanding at July 31, 2005               360,000   8,720,000   120,000   8,720,000
                                           =======   =========   =======   =========

F-10

WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

PREFERRED STOCK

The Company is authorized to issue 25,000,000 shares of $.001 par value preferred stock. The Company's Board of Directors may divide and issue the preferred shares in series. Each Series, when issued, shall be designated to distinguish them from the shares of all other series. The relative rights and preferences of these series include preference of dividends, redemption terms and conditions, amount payable upon shares of voluntary or involuntary liquidation, terms and condition of conversion as well as voting powers.

(4) INCOME TAXES

A reconciliation of U.S. statutory federal income tax rate to the effective rate follows:

MARCH 1, 2005
(INCEPTION)

THROUGH
JULY 31, 2005

U.S. statutory federal rate, graduated.......         33.81%
Net operating loss (NOL) for which
  no tax benefit is currently available......        -33.81%
                                               -------------
                                                       0.00%
                                               =============

At July 31, 2005, deferred tax assets consisted of a net tax asset of $109,336, due to operating loss carryforwards of $323,298, which was fully allowed for, in the valuation allowance of $109,336. The valuation allowance offsets the net deferred tax asset for which it is more likely than not that the deferred tax assets will not be realized. The change in the valuation allowance for the period ended July 31, 2005 $109,336. The current tax benefit also totaled $109,336 for the period ended July 31, 2005. The net operating loss carryforward expires through the year 2025.

The valuation allowance will be evaluated at the end of each year, considering positive and negative evidence about whether the deferred tax asset will be realized. At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax assets is no longer impaired and the allowance is no longer required.

Should the Company undergo an ownership change as defined in Section 382 of the Internal Revenue Code, the Company's tax net operating loss carryforwards generated prior to the ownership change will be subject to an annual limitation, which could reduce or defer the utilization of these losses.

F-11

WORLDWIDE STRATEGIES INCORPORATED
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(5) BUSINESS PROCESS PROVIDER AGREEMENT

On April 28, 2005, the Company entered into a Business Process Provider Agreement (the "Agreement") with Cleave Global E-Services Limited ("CGESL"), an Indian corporation. Under the agreement, the Company will market the services provided by CGESL in the United States, United Kingdom and throughout the world on a non-exclusive basis. Contract prices for services provided by the Company to CGESL are to be based on future negotiations. In addition, the Company will acquire a 20% equity interest in CEGSL. On April 15, 2005, the value of CGESL's business was estimated at $4 million; however, the final cost will be established once the Company has the resources to close the acquisition. Upon signing the agreement, the Company paid CGESL a $50,000 deposit toward the acquisition. The acquisition had not closed as of September 15, 2005.

(6) CONCENTRATION OF CREDIT RISK FOR CASH

The Company has concentrated its credit risk for cash by maintaining deposits in a financial institution, which may at times exceed the amounts covered by insurance provided by the United States Federal Deposit Insurance Corporation ("FDIC"). The loss that would have resulted from that risk totaled $331,396 at July 31, 2005, for the excess of the deposit liabilities reported by the financial institution over the amount that would have been covered by FDIC. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk to cash.

F-12

EXHIBIT 2.1

SHARE EXCHANGE AGREEMENT BY AND BETWEEN BARNETT ENERGY CORPORATION
AND WORLDWIDE BUSINESS SOLUTIONS INCORPORATED
DATED AS OF MAY 13, 2005

SHARE EXCHANGE AGREEMENT

by and between

BARNETT ENERGY CORPORATION, A NEVADA CORPORATION

and

WORLDWIDE BUSINESS SOLUTIONS INCORPORATED, A COLORADO CORPORATION

Dated as of May 13, 2005

                                TABLE OF CONTENTS

                                                                            PAGE
THE SHARE EXCHANGE.............................................................1
    1.1      THE SHARE EXCHANGE................................................1
    1.2      NUMBER OF SHARES OF BARNETT COMMON STOCK..........................1
    1.3      CONVERSION OF WORLDWIDE COMMON STOCK AND WARRANTS.................2
    1.4      EFFECTIVE TIME....................................................2
    1.5      FRACTIONAL SHARES.................................................2
    1.6      RESERVATION OF SHARES.............................................2
    1.7      ADJUSTMENTS TO EXCHANGE RATIO.....................................2
    1.8      DISSENTING SHARES.................................................2
    1.9      EXCHANGE OF CERTIFICATES..........................................3
    1.10     NO FURTHER OWNERSHIP RIGHTS IN WORLDWIDE COMMON STOCK.............3
    1.11     LOST, STOLEN OR DESTROYED CERTIFICATES............................3
    1.12     EXEMPTION FROM REGISTRATION.......................................3
    1.13     REPORTING OF SHARE EXCHANGE.......................................3
    1.14     BOARD OF DIRECTORS AND OFFICERS OF BARNETT........................4
    1.15     TAKING OF NECESSARY ACTION; FURTHER ACTION........................4
THE CLOSING....................................................................4
    2.1      TIME AND PLACE OF CLOSING.........................................4
    2.2      OBLIGATIONS OF WORLDWIDE AND THE WORLDWIDE SHAREHOLDERS AT
             OR PRIOR TO THE CLOSING...........................................4
    2.3      OBLIGATIONS OF BARNETT AT OR PRIOR TO THE CLOSING.................4
REPRESENTATIONS AND WARRANTIES OF WORLDWIDE....................................5
    3.1      ORGANIZATION AND QUALIFICATION....................................5
    3.2      CAPITALIZATION....................................................5
    3.3      SUBSIDIARIES AND AFFILIATES.......................................6
    3.4      OPTIONS OR OTHER RIGHTS...........................................6
    3.5      OWNERSHIP OF SHARES...............................................6
    3.6      VALIDITY AND EXECUTION OF AGREEMENT...............................6
    3.7      NO CONFLICT.......................................................6
    3.8      CONSENTS AND APPROVALS............................................7
    3.9      VIOLATION OF LAWS, PERMITS, ETC...................................7
    3.10     BOOKS AND RECORDS.................................................7
    3.11     WORLDWIDE FINANCIAL STATEMENTS....................................7
    3.12     UNDISCLOSED LIABILITIES...........................................7
    3.13     TITLE TO PROPERTY; ENCUMBRANCES...................................8
    3.14     TAXES.............................................................8
    3.15     LITIGATION........................................................9
    3.16     CONTRACTS AND OTHER AGREEMENTS....................................9
    3.17     COMPENSATION ARRANGEMENTS; OFFICERS AND DIRECTORS.................9
    3.18     ERISA.............................................................9
    3.19     OPERATIONS........................................................9
    3.20     LICENSES AND PERMITS.............................................11
    3.21     BROKERS..........................................................11
    3.22     DISCLOSURE.......................................................11

REPRESENTATIONS AND WARRANTIES OF BARNETT.....................................11
    4.1      ORGANIZATION AND QUALIFICATION...................................12
    4.2      CAPITALIZATION...................................................12
    4.3      SUBSIDIARIES AND AFFILIATES......................................12
    4.4      OPTIONS OR OTHER RIGHTS..........................................12
    4.5      VALIDITY AND EXECUTION OF AGREEMENT..............................12
    4.6      NO CONFLICT......................................................12
    4.7      CONSENTS AND APPROVALS...........................................13
    4.8      VIOLATION OF LAWS, PERMITS, ETC..................................13
    4.9      BOOKS AND RECORDS................................................13
    4.10     BARNETT FINANCIAL STATEMENTS.....................................13
    4.11     UNDISCLOSED LIABILITIES..........................................13
    4.12     TITLE TO PROPERTY; ENCUMBRANCES..................................14
    4.13     TAXES............................................................14
    4.14     LITIGATION.......................................................14
    4.15     CONTRACTS AND OTHER AGREEMENTS...................................14
    4.16     COMPENSATION ARRANGEMENTS; OFFICERS AND DIRECTORS................15
    4.17     ERISA............................................................15
    4.18     OPERATIONS.......................................................15
    4.19     BROKERS..........................................................17
    4.20     APPROVAL OF SHARE EXCHANGE.......................................17
    4.21     INVESTMENT COMPANY...............................................17
    4.22     TRADING STATUS...................................................17
    4.23     DISCLOSURE.......................................................17
ACTIONS PRIOR TO CLOSING......................................................17
    5.1      CORPORATE EXAMINATIONS AND INVESTIGATIONS........................17
    5.2      CONDUCT AND PRESERVATION OF BUSINESS OF BARNETT..................18
    5.3      CONDUCT AND PRESERVATION OF BUSINESS OF WORLDWIDE................18
    5.4      ADVICE OF CHANGES................................................18
    5.5      PINK SHEETS......................................................19
    5.6      BARNETT SHAREHOLDER APPROVAL.....................................19
    5.7      SHAREHOLDER APPROVALS............................................19
    5.8      OTHER AGREEMENTS.................................................19
CONDITIONS PRECEDENT TO CLOSING...............................................19
    6.1      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BARNETT TO
             COMPLETE THE CLOSING.............................................19
    6.2      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF WORLDWIDE TO
             COMPLETE THE CLOSING.............................................21
POST-CLOSING COVENANTS........................................................22
    7.1      FURTHER INFORMATION..............................................22
    7.2      RECORD RETENTION.................................................23
    7.3      POST-CLOSING ASSISTANCE..........................................23
SURVIVAL; INDEMNIFICATION.....................................................23
    8.1      SURVIVAL OF AGREEMENTS, REPRESENTATIONS AND WARRANTIES...........23
TERMINATION OF AGREEMENT......................................................23
    9.1      TERMINATION......................................................23
    9.2      SURVIVAL AFTER TERMINATION.......................................24

MISCELLANEOUS.................................................................24
    10.1     EXPENSES.........................................................24
    10.2     FURTHER ASSURANCES...............................................24
    10.3     NOTICES..........................................................25
    10.4     MEDIATION........................................................25
    10.5     ARBITRATION......................................................26
    10.6     PUBLICITY........................................................26
    10.7     ENTIRE AGREEMENT.................................................26
    10.8     WAIVERS AND AMENDMENTS...........................................26
    10.9     GOVERNING LAW....................................................27
    10.10    BINDING EFFECT, NO ASSIGNMENT....................................27
    10.11    COUNTERPARTS.....................................................27
    10.12    EXHIBITS AND SCHEDULES...........................................27
    10.13    EFFECT OF DISCLOSURE ON SCHEDULES................................27
    10.14    HEADINGS.........................................................27
    10.15    SEVERABILITY OF PROVISIONS.......................................27

SCHEDULE A - WORLDWIDE SHAREHOLDERS

THIS SHARE EXCHANGE AGREEMENT is entered into as of May 13, 2005, by and between BARNETT ENERGY CORPORATION, a Nevada corporation ("BARNETT"), and WORLDWIDE BUSINESS SOLUTIONS INCORPORATED, a Colorado corporation ("WORLDWIDE").

RECITALS

A. The Boards of Directors of each of BARNETT and WORLDWIDE have determined that it is in the best interests of BARNETT and WORLDWIDE (as applicable) and their respective shareholders that BARNETT acquire WORLDWIDE through a statutory share exchange under the laws of Nevada and Colorado (the "SHARE EXCHANGE") and, in furtherance thereof, have approved the Share Exchange, this Agreement and the transactions contemplated hereby.

B. Pursuant to the Share Exchange, among other things, and subject to the terms and conditions of this Agreement, all of the shares of capital stock of WORLDWIDE which are issued and outstanding immediately prior to the Effective Time (as defined below) shall be converted into the right to receive shares of common stock, $0.001 par value per share, of BARNETT ("BARNETT COMMON STOCK") on the terms and subject to the conditions set forth herein.

C. BARNETT and WORLDWIDE desire to make certain representations, warranties, covenants and agreements in connection with the Share Exchange.

AGREEMENT

NOW, THEREFORE, for and in consideration of the premises and the mutual agreements hereinafter set forth, in accordance with the provisions of applicable law, the parties hereby agree as follows:

ARTICLE I
THE SHARE EXCHANGE

1.1 THE SHARE EXCHANGE. At the Effective Time and upon the terms and subject to the conditions of this Agreement and the applicable provisions of the Nevada Revised Statutes (the "NEVADA LAW") and the Colorado Business Corporation Act and all amendments and additions thereto (the "COLORADO LAW"), by virtue of the Share Exchange and without any action on the part of BARNETT or the holder of any shares of WORLDWIDE Common Stock, the following shall occur:

1.2 NUMBER OF SHARES OF BARNETT COMMON STOCK. The stockholders of WORLDWIDE named on SCHEDULE A attached to this Agreement (the "WORLDWIDE SHAREHOLDERS") shall receive an aggregate of up to 7,200,000 post-reverse split shares of BARNETT Common Stock on a pro rata basis based on their percentage shareholdings in WORLDWIDE at the Effective Date, and WORLDWIDE shall become a wholly-owned subsidiary of BARNETT.

Share Exchange Agreement - Page 1

1.3 CONVERSION OF WORLDWIDE COMMON STOCK AND WARRANTS.

(a) Each share of WORLDWIDE Common Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares, as such term is defined in SECTION 1.8) will be automatically cancelled and extinguished and each share of WORLDWIDE Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted automatically into the right to receive one (1) post-reverse split share of BARNETT Common Stock (the "EXCHANGE RATIO").

(b) Each warrant to purchase one share of WORLDWIDE Common Stock issued and outstanding immediately prior to the Effective Time, other than those held by holders of Dissenting Shares, as such term is defined in SECTION 1.8) will be automatically cancelled and extinguished and each warrant to purchase one share of WORLDWIDE Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted automatically into the right to a warrant to purchase one (1) post-reverse split share of BARNETT Common Stock at the same price and for the same exercise period.

1.4 EFFECTIVE TIME. The Share Exchange will become effective upon the proper filing of Articles of Share Exchange with the Secretary of State of Nevada and Secretary of State of the State of Colorado (the "EFFECTIVE TIME").

1.5 FRACTIONAL SHARES. No fraction of a share of BARNETT Common Stock will be issued upon such exchange of shares of WORLDWIDE Common Stock. Instead amounts of shares will be rounded to the nearest whole number.

1.6 RESERVATION OF SHARES. BARNETT will reserve sufficient shares of BARNETT Common Stock for issuance pursuant to SECTION 1.3.

1.7 ADJUSTMENTS TO EXCHANGE RATIO. The Exchange Ratio shall be equitably adjusted to reflect fully the effect of any stock split, reverse split, stock combination, stock dividend (including any dividend or distribution of securities convertible into BARNETT Common Stock or WORLDWIDE Common Stock), reorganization, reclassification, recapitalization or other like change with respect to BARNETT Common Stock or WORLDWIDE Common Stock, the effective date of which occurs after the date hereof and prior to the Effective Time.

1.8 DISSENTING SHARES.

(a) Notwithstanding any provision of this Agreement to the contrary, any shares of WORLDWIDE Common Stock held by a holder who has demanded and perfected appraisal rights for such shares in accordance with the Colorado Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights ("DISSENTING SHARES") shall not be converted into or represent a right to receive BARNETT Common Stock pursuant to SECTIONS 1.2 and 1.3, but the holder thereof shall only be entitled to such rights as are granted by the Colorado Law.

(b) Notwithstanding the provisions of SECTION 1.8(A), if any holder of shares of WORLDWIDE Common Stock who demands appraisal of such shares under the

Share Exchange Agreement - Page 2

              Colorado Law shall  effectively  withdraw or lose (through failure
              to perfect or otherwise)  the right to appraisal,  then, as of the
              later of (i) the  Effective  Time or (ii) the  occurrence  of such
              event, such holder's shares shall  automatically be converted into
              and represent  only the right to receive  BARNETT  Common Stock as
              provided in SECTIONS 1.2 and 1.3,  without  interest  thereon,  in
              accordance with SECTIONS 1.2 and 1.3.

        (c)   WORLDWIDE  shall give BARNETT (i) prompt  notice of its receipt of
              any written  demands for appraisal of any shares of BARNETT Common
              Stock,  withdrawals  of such  demands,  and any other  instruments
              relating to the Share Exchange  received by WORLDWIDE and (ii) the
              opportunity  to participate in all  negotiations  and  proceedings
              with respect to demands for appraisal under the Colorado Law.

1.9     EXCHANGE  OF  CERTIFICATES.  At  Closing,  or  as  soon  as  practicable
        thereafter,  BARNETT  shall have its  transfer  agent  issue a letter of
        transmittal to each WORLDWIDE  Shareholder  listed on SCHEDULE A hereto.
        After having received a completed letter of transmittal and certificates
        representing  such WORLDWIDE  Shareholder's  WORLDWIDE Common Stock, the
        transfer agent shall deliver certificates  representing the whole number
        of  shares  of  BARNETT   Common   Stock   into  which  such   WORLDWIDE
        Shareholder's shares of WORLDWIDE Common Stock shall have been exchanged
        as set forth herein.

1.10    NO FURTHER  OWNERSHIP  RIGHTS IN WORLDWIDE  COMMON STOCK.  All shares of
        BARNETT Common Stock issued upon the surrender for exchange of shares of
        WORLDWIDE  Common  Stock in  accordance  with the terms  hereof shall be
        deemed to have been issued in full satisfaction of all rights pertaining
        to such shares of WORLDWIDE  Common Stock, and there shall be no further
        registration  of  transfers  on the  records of  WORLDWIDE  of shares of
        WORLDWIDE Common Stock which were outstanding  immediately  prior to the
        Effective Time. If, after the Effective Time, certificates are presented
        to the BARNETT for any reason,  they shall be canceled and  exchanged as
        provided in this Article 1.

1.11    LOST,  STOLEN OR DESTROYED  CERTIFICATES.  In the event any certificates
        evidencing shares of WORLDWIDE Common Stock shall have been lost, stolen
        or destroyed,  the transfer  agent for BARNETT shall issue  certificates
        representing  such shares of BARNETT  Common  Stock in exchange for such
        lost, stolen or destroyed certificates,  upon the making of an affidavit
        of that fact by the holder thereof.

1.12    EXEMPTION  FROM  REGISTRATION.  The shares of BARNETT Common Stock to be
        issued  pursuant to SECTIONS  1.2 and 1.3 in  connection  with the Share
        Exchange will be issued in a transaction  exempt from registration under
        the  Securities  Act of  1933,  as  amended  (including  the  rules  and
        regulations promulgated thereunder, the "SECURITIES ACT").

1.13    REPORTING OF SHARE EXCHANGE.  For federal,  state,  and local income tax
        return reporting purposes, all parties agree to treat the Share Exchange
        as a nontaxable exchange under Section 368 of the Internal Revenue Code.

Share Exchange Agreement - Page 3

1.14    BOARD OF  DIRECTORS  AND  OFFICERS  OF  BARNETT.  Immediately  after the
        Closing,  the officers and  directors of BARNETT  shall resign and shall
        have appointed persons designed by WORLDWIDE to serve as directors.

1.15    TAKING OF NECESSARY  ACTION;  FURTHER ACTION.  If, at any time after the
        Effective  Time,  any such  further  action is necessary or desirable to
        carry out the purposes of this Agreement,  the officers and directors of
        BARNETT  are fully  authorized  to take,  and will use their  reasonable
        efforts to take, all such lawful and necessary action.

ARTICLE II
THE CLOSING

2.1 TIME AND PLACE OF CLOSING. The closing of the Share Exchange (the "CLOSING") shall, unless otherwise agreed to in writing by the parties, take place at a place and time to be determined by the parties, on or prior to May 31, 2005.

2.2 OBLIGATIONS OF WORLDWIDE AND THE WORLDWIDE SHAREHOLDERS AT OR PRIOR TO THE CLOSING. At or prior to Closing, and subject to the satisfaction by BARNETT of its obligations hereunder, WORLDWIDE and the WORLDWIDE Shareholders shall deliver to BARNETT the following:

(a) A copy of the Articles of Incorporation of WORLDWIDE certified as of a date within ten days of the Closing by the Secretary of State of the State of Colorado and certified by the corporate secretary of WORLDWIDE as to the absence of any amendments between the date of certification by the Secretary of State and the Closing;

(b) A certificate from the Secretary of State of the State of Colorado as to the existence and good standing of WORLDWIDE as of a date within ten days of the Closing;

(c) A certificate of the corporate secretary of WORLDWIDE attaching thereto true and correct copies of the bylaws of WORLDWIDE;

(d) The certificate of WORLDWIDE referred to in SECTION 6.1 hereof;

(e) Such other documents as are required pursuant to this Agreement or as may reasonably be requested from WORLDWIDE by BARNETT or its counsel; and

(f) The certificates evidencing the shares of WORLDWIDE Common Stock owned by the WORLDWIDE Shareholders, duly endorsed for transfer to BARNETT.

2.3 OBLIGATIONS OF BARNETT AT OR PRIOR TO THE CLOSING. At or prior to Closing, and subject to the satisfaction by WORLDWIDE of its obligations hereunder, BARNETT shall deliver to WORLDWIDE and the WORLDWIDE Shareholders the following:

Share Exchange Agreement - Page 4

(a) A copy of the Articles of Incorporation of BARNETT certified as of a date within ten days of the Closing by the Secretary of State of the State of Nevada and certified by the corporate secretary of BARNETT as to the absence of any amendments between the date of certification by the Secretary of State and the Closing;

(b) A certificate from the Secretary of State of the State of Nevada as to the existence and good standing of BARNETT as of a date within ten days of the Closing;

(c) A certificate of the corporate secretary of BARNETT attaching thereto true and correct copies of the bylaws of BARNETT and the corporate resolutions duly adopted by the board of directors of BARNETT authorizing the consummation of the transactions contemplated hereby;

(d) The certificate of BARNETT referred to in SECTION 6.2 hereof;

(e) Such other documents as are required pursuant to this Agreement or as may reasonably be requested from BARNETT by WORLDWIDE or its counsel; and

(f) Certificates evidencing the BARNETT Common Stock to be issued to the WORLDWIDE Shareholders pursuant to ARTICLE I hereof.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF WORLDWIDE

Except as expressly set forth and specifically identified by the section number of this Agreement in the schedule delivered by WORLDWIDE to BARNETT contemporaneously with the execution of this Agreement (the "WORLDWIDE DISCLOSURE SCHEDULE"), WORLDWIDE represents, warrants, and covenants to BARNETT as follows:

3.1 ORGANIZATION AND QUALIFICATION. WORLDWIDE is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado and has all requisite corporate power and authority to
(a) own, lease and operate its properties and assets as they are now owned, leased and operated and (b) carry on its business as currently conducted and as proposed to be conducted. WORLDWIDE is duly qualified or licensed to do business in each jurisdiction in which the failure to be so qualified or licensed could have a material adverse effect in the business, operations, properties, assets, liabilities, prospects, or condition (financial or otherwise) of WORLDWIDE (hereinafter a "MATERIAL EFFECT").

3.2 CAPITALIZATION. As of May 12, 2005, the issued and outstanding capital stock of WORLDWIDE consists of 6,080,000 shares of common stock. All of the issued and outstanding shares of capital stock of WORLDWIDE are validly issued, fully paid, and nonassessable, and none of such shares has been issued in violation of the preemptive rights of any person.

Share Exchange Agreement - Page 5

3.3 SUBSIDIARIES AND AFFILIATES. Except as set forth in SECTION 3.3 of the WORLDWIDE Disclosure Schedule, WORLDWIDE does not own or hold, directly or indirectly, any equity, debt, or other interest in any entity or business or any option to acquire any such interest.

3.4 OPTIONS OR OTHER RIGHTS. Except as set forth in SECTION 3.4 of the WORLDWIDE Disclosure Schedule, no options, warrants, calls, commitments or other rights to acquire, sell or issue shares of capital stock or other equity interests of WORLDWIDE, whether upon conversion of other securities or otherwise, are issued or outstanding, and there is no agreement or understanding with respect to the voting of such capital stock or other equity interests.

3.5 OWNERSHIP OF SHARES. The shares of WORLDWIDE Common Stock are owned of record and beneficially by the WORLDWIDE Shareholders as set forth on Schedule A. To the knowledge of WORLDWIDE, the WORLDWIDE Shareholders possess full authority and legal right to sell, transfer, and assign the entire legal and beneficial ownership of the shares of WORLDWIDE common stock, free from all liens, claims, and encumbrances of any kind.

3.6 VALIDITY AND EXECUTION OF AGREEMENT. WORLDWIDE has the full legal right, capacity and power required to enter into, execute and deliver this Agreement and to carry out the transactions contemplated, subject to approval of the shareholders of WORLDWIDE and the terms set forth in this Agreement. This Agreement has been duly executed and delivered by WORLDWIDE and constitutes the valid and binding obligation of WORLDWIDE, enforceable in accordance with its terms, subject to the qualification that enforcement of the rights and remedies created hereby is subject to
(a) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and
(b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

3.7 NO CONFLICT. Except as set forth in SECTION 3.7 of the WORLDWIDE Disclosure Schedule and to the knowledge of WORLDWIDE, none of the execution, delivery, or performance of this Agreement does or will: (a) result in any violation or be in conflict with or constitute a default under any term or provision of the Articles of Incorporation or bylaws of WORLDWIDE or any term or provision of any judgment, decree, order, statute, injunction, rule, or regulation applicable to WORLDWIDE that would cause a Material Effect, or of any material note, bond, mortgage, indenture, lease, license, franchise, agreement, or other instrument or obligation to which WORLDWIDE or is bound that would cause a Material Effect; (b) result in the creation of any material option, pledge, security interest, lien, charge, encumbrance, or restriction, whether imposed by agreement, understanding, law or otherwise, except those arising under applicable federal or state securities laws (hereinafter an "ENCUMBRANCE") upon any of the properties or assets of WORLDWIDE pursuant to any such term or provision that would cause a Material Effect; or (c) constitute a default under, terminate, accelerate, amend or modify, or give any party the right to terminate, accelerate, amend, modify, abandon, or refuse to perform or comply with, any material contract, agreement, arrangement, commitment, or plan to which WORLDWIDE is a party, or by which WORLDWIDE or any of its properties or assets may be subject or bound that would cause a Material Effect.

Share Exchange Agreement - Page 6

3.8 CONSENTS AND APPROVALS. No federal, state, or other regulatory approvals are required to be obtained, nor any regulatory requirements complied with, by WORLDWIDE in connection with the Share Exchange.

3.9 VIOLATION OF LAWS, PERMITS, ETC.

        (a)   WORLDWIDE  is not in  violation  of any term or  provision  of its
              Articles of  Incorporation  or bylaws,  or of any material term or
              provision  of  any  judgment,   decree,   order,   statute,   law,
              injunction,  rule, ordinance,  or governmental  regulation that is
              applicable  to it and where the failure to comply with which would
              have a Material Effect.

        (b)   WORLDWIDE   has   maintained   in  full   force  and   effect  all
              certificates, licenses, and permits material to the conduct of its
              business,   and  has  not  received  any  notification   that  any
              revocation or limitation thereof is threatened or pending.

3.10    BOOKS AND  RECORDS.  The  books and  records  of  WORLDWIDE  (including,
        without limitation, the books of account, minute books, and stock record
        books) are complete  and correct in all material  respects and have been
        maintained in accordance with sound business practices. The minute books
        of WORLDWIDE  are complete and current in all material  respects and, as
        applicable, accurately reflect all actions taken by the shareholders and
        the board of  directors  of  WORLDWIDE  since the date of  inception  of
        WORLDWIDE,  and all signatures contained therein are the true signatures
        of the persons whose signatures they purport to be.

3.11    WORLDWIDE FINANCIAL STATEMENTS. The unaudited balance sheet of WORLDWIDE
        as of March 31, 2005, and the related unaudited  statement of income and
        statement  of cash flows for the one month  then  ended (the  "WORLDWIDE
        FINANCIAL  STATEMENTS"),  true and  complete  copies of which  have been
        delivered to BARNETT,  present  fairly,  in all material  respects,  the
        financial  position  of  WORLDWIDE  as at such dates and the  results of
        operations of WORLDWIDE for the periods then ended,  in accordance  with
        generally accepted accounting  principles ("GAAP")  consistently applied
        for the periods covered thereby.

3.12    UNDISCLOSED LIABILITIES.  To the knowledge of WORLDWIDE,  WORLDWIDE does
        not have any material direct or indirect indebtedness, liability, claim,
        loss,  damage,  deficiency,  obligation  or  responsibility,   fixed  or
        unfixed,  choate or inchoate,  liquidated  or  unliquidated,  secured or
        unsecured,  accrued,  absolute,  contingent  or  otherwise  (all  of the
        foregoing  being   collectively   referred  to  as   "LIABILITIES"   and
        individually  as a  "LIABILITY"),  of a kind  required by GAAP to be set
        forth  on a  financial  statement  that  is  not  fully  and  adequately
        reflected or reserved  against on the  WORLDWIDE  Financial  Statements.
        WORLDWIDE  does  not  have  any  Liabilities,  whether  or not of a kind
        required  by GAAP to be set forth on a financial  statement,  other than
        (a)  Liabilities  incurred in the ordinary  course of business since the
        date of the latest  balance sheet  included in the  WORLDWIDE  Financial
        Statements  that are  consistent  with past practice and are included in
        the latest  WORLDWIDE  Financial

Share Exchange Agreement - Page 7

        Statements,  (b) Liabilities  that are fully  reflected  on or  reserved
        against on the latest  balance sheet included in the WORLDWIDE Financial
        Statements,  or (c) as specifically disclosed in the WORLDWIDE Financial
        Statements.

3.13    TITLE TO PROPERTY;  ENCUMBRANCES.  WORLDWIDE  has good and  indefeasible
        title to and other legal right to use all properties  and assets,  real,
        personal and mixed,  tangible and intangible,  reflected as owned on the
        latest balance sheet included in the WORLDWIDE  Financial  Statements or
        acquired after the date of such balance sheet, except for properties and
        assets disposed of in accordance with customary practice in the business
        or disposed  of for full and fair value  since the date of such  balance
        sheet in the ordinary  course of business  consistent with past practice
        and except for matters that would not have a Material Effect.

3.14    TAXES. All returns,  reports,  information  returns,  or other documents
        (including any related or supporting  information)  filed or required to
        be filed with any federal,  state, local, or foreign governmental entity
        or others authority in connection with the determination,  assessment or
        collection  of any Tax (whether or not such Tax is imposed on WORLDWIDE)
        or  the  administration  of  any  laws,  regulations  or  administrative
        requirements  relating to any Tax (hereinafter  "TAX RETURNS"),  reports
        and  declarations  of  estimated  tax or  estimated  tax  deposit  forms
        required  to be filed by  WORLDWIDE  have  been duly and  timely  filed;
        WORLDWIDE has paid all taxes, charges, fees, levies or other assessments
        imposed  by any  federal,  state,  local or  foreign  taxing  authority,
        whether disputed or not, including, without limitation, income, capital,
        estimated, excise, property, sales, transfer,  withholding,  employment,
        payroll,  and franchise taxes and such terms shall include any interest,
        penalties or additions  attributable to or imposed on or with respect to
        such  assessments  and any  expenses  incurred  in  connection  with the
        settlement of any tax liability  (hereinafter "TAXES") which have become
        due whether pursuant to such returns or any assessment received by it or
        otherwise, and has paid all installments of estimated Taxes due; and all
        Taxes which  WORLDWIDE is required by law to withhold or to collect have
        been duly withheld and collected,  and have been paid over to the proper
        court,  tribunal,  arbitrator or any government or political subdivision
        thereof,  whether  federal,  state,  county,  local or  foreign,  or any
        agency, authority, official or instrumentality of any such government or
        political subdivision  (hereinafter  "GOVERNMENTAL OR REGULATORY BODY").
        There are no tax liens upon any of the assets or properties of WORLDWIDE
        except for any lien, pledge, hypothecation, mortgage, security interest,
        claim,  lease,  charge,  option,  right  of  first  refusal,   easement,
        servitude,  transfer  restriction under any member or similar agreement,
        encumbrance  or any other  restriction or limitation  whatsoever,  other
        than (i)  materialmen's,  mechanics',  repairmen's  or other  like liens
        arising in the ordinary  course of business  for amounts  either not yet
        due or being  contested in good faith and by appropriate  proceedings so
        long as such proceedings  shall not involve any material danger of sale,
        forfeiture  or loss of any  part  of the  assets  and  shall  have  been
        disclosed to BARNETT hereunder,  or (ii) any lien arising as a result of
        any act or omission of BARNETT  (hereinafter  "LIENS") for Taxes not yet
        due.  WORLDWIDE is not a party to any express tax settlement  agreement,
        arrangement,  policy or  guideline,  formal or informal  (a  "SETTLEMENT
        AGREEMENT"), and WORLDWIDE does not have any obligation to make payments
        under any Settlement Agreement.

Share Exchange Agreement - Page 8

3.15    LITIGATION.

        (a)   There is no action, proceeding,  investigation, or inquiry pending
              or, to the best of WORLDWIDE's  knowledge,  threatened (i) against
              or  affecting  any of  WORLDWIDE's  assets or  business  that,  if
              determined  adversely  to  WORLDWIDE,  would  result in a Material
              Effect  or  (ii)  that  questions  this  Agreement  or any  action
              contemplated  by this  Agreement or in  connection  with the Share
              Exchange.

        (b)   WORLDWIDE  has  no  knowledge  of any  state  of  facts  or of the
              occurrence  or  nonoccurrence  of any  event or  group of  related
              events,  that should  reasonably cause WORLDWIDE to determine that
              there exists any basis for any material  claim  against  WORLDWIDE
              for any of the matters described in paragraph (a) above.

3.16    CONTRACTS AND OTHER AGREEMENTS.  WORLDWIDE has made available to BARNETT
        complete  and  correct  copies  of  all  material  written   agreements,
        contracts,  and commitments,  together with all amendments thereto,  and
        accurate (in all material  respects)  descriptions  of all material oral
        agreements.  Such  agreements,  contracts,  and  commitments are in full
        force and effect, and, to the best of WORLDWIDE's  knowledge,  all other
        parties to such  agreements,  contracts,  and commitments have performed
        all  obligations  required to be performed by them to date thereunder in
        all material respects and are not in default  thereunder in any material
        respect.

3.17    COMPENSATION ARRANGEMENTS;  OFFICERS AND DIRECTORS.  SECTION 3.17 to the
        WORLDWIDE  Disclosure  Schedule sets forth: (a) the names of all present
        officers and directors of WORLDWIDE and current annual salary, including
        any promised,  expected or customary bonus or such other amount, and (b)
        the names  and  titles  of all  directors  and  officers  of  WORLDWIDE.
        WORLDWIDE  has  not  made a  commitment  or  agreement  (verbally  or in
        writing) to increase the  compensation  or to modify the  conditions  or
        terms  of  employment  of any  person  listed  in  SECTION  3.17  to the
        WORLDWIDE  Disclosure Schedule.  To the knowledge of WORLDWIDE,  none of
        such persons has made a threat to WORLDWIDE to terminate  such  person's
        relationship with WORLDWIDE.

3.18     ERISA. Except as set forth in SECTION 3.18 to the WORLDWIDE  Disclosure
         Schedule,  there are no  employee  benefit  plans as  defined  in ERISA
         ("PLANS")  maintained  for the benefit of, or covering,  any  employee,
         former   employee,   independent   contractor  or  former   independent
         contractor of WORLDWIDE, or their dependents or their beneficiaries, or
         otherwise,  now or heretofore contributed to by WORLDWIDE,  and no such
         Plan is or has ever been subject to ERISA.

3.19    OPERATIONS. Except as expressly authorized by this Agreement, and except
        as set forth in SECTION 3.19 to the WORLDWIDE Disclosure Schedule, since
        the date of the latest  WORLDWIDE  Financial  Statements,  WORLDWIDE has
        not:

        (a)   amended its Articles of Incorporation or By-Laws or merged with or
              into or consolidated  with any other entity,  or changed or agreed
              to  rearrange  in any  manner the  character  of the  business  of
              WORLDWIDE;

Share Exchange Agreement - Page 9

(b) issued, sold or purchased options or rights to subscribe to, or entered into any contracts or commitments to issue, sell or purchase, any shares of its capital stock or other equity interests except in the ordinary course of business and consistent with past practices, except for the private placement of up to 2,000,000 shares of common stock and warrants to purchase up to 2,000,000 shares of common stock;

(c) issued any note, bond or other debt security, created, incurred or assumed any indebtedness for borrowed money other than in the ordinary course of business in connection with trade payables, or guaranteed any indebtedness for borrowed money or any capitalized lease obligation;

(d) declared, set aside or paid any dividends or declared or made any other distributions of any kind to the shareholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock or other equity interests;

(e) knowingly waived any right of material value to the business of WORLDWIDE;

(f) made any change in its accounting methods or practices or made any changes in depreciation or amortization policies or rates adopted by it or made any material write-down of inventory or material write-off as uncorrectable of accounts receivable;

(g) made any wage or salary increase or other compensation payable or to become payable or bonus, or increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents or other representatives, or any accrual for or commitment or agreement to make or pay the same, other than increases made in the ordinary course consistent with past practice;

(h) entered into any transactions with any of its affiliates, shareholders, officers, directors, employees, consultants, agents or other representatives (other than employment arrangements made in the ordinary course of business consistent with past practice), or any affiliate of any shareholder, officer, director, consultant, employee, agent or other representative;

(i) made any payment or commitment to pay any severance or termination pay to any person or any of its officers, directors, employees, consultants, agents or other representatives, other than payments or commitments to pay such persons or their officers, directors, employees in the ordinary course of business;

(j) except in the ordinary course of business, incurred or assumed any debt, obligation or liability (whether absolute or contingent and whether or not currently due and payable);

Share Exchange Agreement - Page 10

(k) except in the ordinary course of business, made any acquisition of all or any part of the assets, properties, capital stock or business of any other person;

(l) except in the ordinary course of business, paid, directly or indirectly, any of its Liabilities before the same became due in accordance with their terms or otherwise than in the ordinary course of business, except to obtain the benefit of discounts available for early payment;

(m) except in the ordinary course of business, created, incurred or assumed any indebtedness for borrowed money, or guaranteed any indebtedness for borrowed money or any capitalized lease obligation, in each case in excess of $50,000 individually or in the aggregate;

(n) except in the ordinary course of business, made any capital expenditures or commitments for capital expenditures in aggregate amount exceeding $50,000; or

(o) except in the ordinary course of business, terminated, failed to renew, amended or entered into any contract or other agreement of a type required to be disclosed pursuant to SECTION 3.16.

3.20 LICENSES AND PERMITS. All of the licenses, concessions and permits issued to WORLDWIDE are set forth in SECTION 3.20 of the WORLDWIDE

        Disclosure Schedule.  WORLDWIDE has not received any notice of any claim
        of revocation of any such licenses,  concessions, and permits and has no
        knowledge  of any  event,  which  would be likely to give rise to such a
        claim.

3.21    BROKERS.   All   negotiations   relating  to  this   Agreement  and  the
        transactions  contemplated  hereby have been  carried  out by  WORLDWIDE
        directly with BARNETT  without the  intervention  of any other person on
        behalf of WORLDWIDE in such manner as to give rise to any valid claim by
        any person  against  WORLDWIDE or BARNETT for a finder's fee,  brokerage
        commission or similar payment.

3.22    DISCLOSURE.  To the knowledge of WORLDWIDE,  neither this Agreement, nor
        any Schedule or Exhibit to this Agreement,  contains an untrue statement
        of a  material  fact or  omits a  material  fact  necessary  to make the
        statements contained herein or therein not misleading.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BARNETT

Except as expressly set forth and specifically identified by the section number of this Agreement in the schedule delivered by BARNETT to WORLDWIDE contemporaneously with the execution of this Agreement (the "BARNETT DISCLOSURE SCHEDULE"), BARNETT represents, warrants, and covenants to WORLDWIDE as follows:

Share Exchange Agreement - Page 11

4.1 ORGANIZATION AND QUALIFICATION. BARNETT is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to (a) own, lease and operate its properties and assets as they are now owned, leased and operated and (b) carry on its business as currently conducted and as proposed to be conducted. BARNETT is duly qualified or licensed to do business in each jurisdiction in which the failure to be so qualified or licensed could have a Material Effect.

4.2 CAPITALIZATION. The issued and outstanding capital stock of BARNETT consists of 4,347,200 shares of common stock, $0.001 par value per share. All of the issued and outstanding shares of capital stock of BARNETT are validly issued, fully paid, and nonassessable, and none of such shares has been issued in violation of the preemptive rights of any person. The BARNETT Common Stock shall be validly issued, fully paid, and nonassessable. BARNETT shall have effected a one-for-two reverse split of its issued and outstanding common stock prior to Closing.

4.3 SUBSIDIARIES AND AFFILIATES. Except as set forth in SECTION 4.3 of the BARNETT Disclosure Schedule, BARNETT does not own or hold, directly or indirectly, any equity, debt, or other interest in any entity or business or any option to acquire any such interest.

4.4 OPTIONS OR OTHER RIGHTS. Except as set forth in SECTION 4.4 of the BARNETT Disclosure Schedule, no options, warrants, calls, commitments or other rights to acquire, sell or issue shares of capital stock or other equity interests of BARNETT whether upon conversion of other securities or otherwise, are issued or outstanding except as set forth in the BARNETT Disclosure Schedule, and there is no agreement or understanding with respect to the voting of such capital stock or other equity interests.

4.5 VALIDITY AND EXECUTION OF AGREEMENT. BARNETT has the full legal right, capacity, and power required to enter into, execute, and deliver this Agreement and to carry out the transactions contemplated, subject to approval of the shareholders of BARNETT and the terms set forth in this Agreement. This Agreement has been duly and validly executed on behalf of BARNETT and is a valid and binding obligation of BARNETT, enforceable in accordance with its terms, subject to the qualification that enforcement of the rights and remedies created hereby is subject to (a) bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and
(b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

4.6 NO CONFLICT. Except as set forth in SECTION 4.6 of the BARNETT Disclosure Schedule and to the knowledge of BARNETT, none of the execution, delivery, or performance of this Agreement does or will: (a) result in any violation or be in conflict with or constitute a default under any term or provision of the Articles of Incorporation or bylaws of BARNETT or any term or provision of any judgment, decree, order, statute, injunction, rule, or regulation applicable to BARNETT that would cause a Material Effect, or of any material note, bond, mortgage, indenture, lease, license, franchise, agreement, or other instrument or obligation to which BARNETT is bound that would cause a Material Effect;
(b) result in the creation of any Encumbrance upon any of the properties or assets of BARNETT pursuant to

Share Exchange Agreement - Page 12

any such term or provision that would cause a Material Effect; or (c) constitute a default under, terminate, accelerate, amend or modify, or give any party the right to terminate, accelerate, amend, modify, abandon, or refuse to perform or comply with, any material contract, agreement, arrangement, commitment, or plan to which BARNETT is a party, or by which BARNETT or any of its properties or assets may be subject or bound that would cause a Material Effect.

4.7 CONSENTS AND APPROVALS. No federal, state, or other regulatory approvals are required to be obtained, nor any regulatory requirements complied with, by BARNETT in connection with the Share Exchange.

4.8 VIOLATION OF LAWS, PERMITS, ETC.

        (a)   BARNETT  is not in  violation  of any  term  or  provision  of its
              Articles of  Incorporation  or bylaws,  or of any material term or
              provision  of  any  judgment,   decree,   order,   statute,   law,
              injunction,  rule, ordinance,  or governmental  regulation that is
              applicable  to it and where the failure to comply with which would
              have a Material Effect.

        (b)   BARNETT has maintained in full force and effect all  certificates,
              licenses, and permits material to the conduct of its business, and
              has  not  received  any   notification   that  any  revocation  or
              limitation thereof is threatened or pending.

4.9     BOOKS AND RECORDS. The books and records of BARNETT (including,  without
        limitation,  the books of account, minute books, and stock record books)
        are  complete  and  correct  in all  material  respects  and  have  been
        maintained in accordance with sound business practices. The minute books
        of BARNETT are  complete and current in all  material  respects  and, as
        applicable, accurately reflect all actions taken by the shareholders and
        the  board of  directors  of  BARNETT  since  the date of  inception  of
        BARNETT, and all signatures contained therein are the true signatures of
        the persons whose signatures they purport to be.

4.10    BARNETT FINANCIAL STATEMENTS.  The unaudited balance sheet of BARNETT as
        of March 31,  2005,  and the related  unaudited  statement of income and
        statement of cash flows for the three months then ended,  as well as the
        unaudited  balance  sheet  as of  December  31,  2004,  and the  related
        unaudited  statements of income and statements of cash flows for the two
        years then ended (the "BARNETT FINANCIAL STATEMENTS"), true and complete
        copies of which have been delivered to WORLDWIDE, present fairly, in all
        material  respects,  the financial  position of BARNETT as at such dates
        and the results of  operations  of WORLDWIDE for the periods then ended,
        in accordance  with GAAP  consistently  applied for the periods  covered
        thereby.

4.11    UNDISCLOSED  LIABILITIES.  To the knowledge of BARNETT, BARNETT does not
        have  any  Liability  of a kind  required  by GAAP to be set  forth on a
        financial  statement  that is not  fully  and  adequately  reflected  or
        reserved against on the BARNETT Financial  Statements.  BARNETT does not
        have any  Liabilities,  whether or not of a kind  required by GAAP to be
        set forth on a financial statement,  other than (a) Liabilities incurred
        in the ordinary  course of

Share Exchange Agreement - Page 13

        business since  the  date  of  the  latest balance sheet included in the
        BARNETT Financial Statements that are consistent with past  practice and
        are included in the latest BARNETT Financial Statements, (b) Liabilities
        that are fully  reflected  on or reserved against on the latest  balance
        sheet  included  in  the  BARNETT   Financial  Statements,  or  (c)   as
        specifically disclosed in the BARNETT Financial Statements.

4.12    TITLE TO PROPERTY; ENCUMBRANCES. BARNETT has good and indefeasible title
        to and  other  legal  right  to use all  properties  and  assets,  real,
        personal and mixed,  tangible and intangible,  reflected as owned on the
        latest  balance sheet  included in the BARNETT  Financial  Statements or
        acquired after the date of such balance sheet, except for properties and
        assets disposed of in accordance with customary practice in the business
        or disposed  of for full and fair value  since the date of such  balance
        sheet in the ordinary  course of business  consistent with past practice
        and except for matters that would not have a Material Effect.

4.13    TAXES.  All Tax Returns,  reports and  declarations  of estimated tax or
        estimated  tax deposit  forms  required to be filed by BARNETT have been
        duly and timely filed;  BARNETT has paid all Taxes which have become due
        whether  pursuant to such  returns or any  assessment  received by it or
        otherwise, and has paid all installments of estimated Taxes due; and all
        Taxes which  BARNETT is  required by law to withhold or to collect  have
        been duly withheld and collected,  and have been paid over to the proper
        Governmental or Regulatory  Body. There are no tax liens upon any of the
        assets or properties of BARNETT  except for Liens for Taxes not yet due.
        BARNETT is not a party to any Settlement Agreement, and BARNETT does not
        have any obligation to make payments under any Settlement Agreement.

4.14    LITIGATION.

        (a)   There is no action, proceeding,  investigation, or inquiry pending
              or, to the best of BARNETT's knowledge,  threatened (i) against or
              affecting any of BARNETT's  assets or business that, if determined
              adversely to BARNETT,  would  result in a Material  Effect or (ii)
              that questions this Agreement or any action  contemplated  by this
              Agreement or in connection with the Share Exchange.

        (b)   BARNETT  has  no  knowledge  of  any  state  of  facts  or of  the
              occurrence  or  nonoccurrence  of any  event or  group of  related
              events,  that should  reasonably  cause BARNETT to determine  that
              there exists any basis for any material claim against  BARNETT for
              any of the matters described in paragraph (a) above.

4.15    CONTRACTS AND OTHER AGREEMENTS.  BARNETT has made available to WORLDWIDE
        complete  and  correct  copies  of  all  material  written   agreements,
        contracts,  and commitments,  together with all amendments thereto,  and
        accurate (in all material  respects)  descriptions  of all material oral
        agreements.  Such  agreements,  contracts,  and  commitments are in full
        force and effect,  and, to the best of  BARNETT's  knowledge,  all other
        parties to such  agreements,  contracts,  and commitments have performed
        all  obligations  required to be performed by them to date thereunder in
        all material respects and are not in default  thereunder in any material
        respect.

Share Exchange Agreement - Page 14

4.16    COMPENSATION ARRANGEMENTS;  OFFICERS AND DIRECTORS.  SECTION 4.16 to the
        BARNETT  Disclosure  Schedule  sets forth:  (a) the names of all present
        officers and directors of BARNETT and current annual  salary,  including
        any promised,  expected or customary bonus or such other amount, and (b)
        the names and titles of all directors  and officers of BARNETT.  BARNETT
        has not made a  commitment  or  agreement  (verbally  or in  writing) to
        increase  the  compensation  or to  modify  the  conditions  or terms of
        employment  of  any  person  listed  in  SECTION  4.16  to  the  BARNETT
        Disclosure Schedule.  To the knowledge of BARNETT,  none of such persons
        has made a threat to BARNETT to  terminate  such  person's  relationship
        with BARNETT.

4.17    ERISA.  Except as set forth in SECTION  4.17 to the  BARNETT  Disclosure
        Schedule,  there  are no  employee  benefit  plans as  defined  in ERISA
        ("PLANS")  maintained  for the benefit of, or  covering,  any  employee,
        former employee, independent contractor or former independent contractor
        of BARNETT,  or their dependents or their  beneficiaries,  or otherwise,
        now or heretofore  contributed to by BARNETT, and no such Plan is or has
        ever been subject to ERISA.

4.18    OPERATIONS. Except as expressly authorized by this Agreement, and except
        as set forth in SECTION 4.18 to the BARNETT Disclosure  Schedule,  since
        the date of the latest BARNETT Financial Statements, BARNETT has not:

        (a)   amended its Articles of Incorporation or By-Laws or merged with or
              into or consolidated  with any other entity,  or changed or agreed
              to  rearrange  in any  manner the  character  of the  business  of
              BARNETT;

        (b)   issued,  sold or purchased  options or rights to subscribe  to, or
              entered  into any  contracts  or  commitments  to  issue,  sell or
              purchase,  any  shares  of  its  capital  stock  or  other  equity
              interests except in the ordinary course of business and consistent
              with past practices, and except for the agreement to issue 323,776
              pre-reverse  split shares of common stock to  extinguish  all debt
              owed to Carlos V. Sandoval;

        (c)   issued any note, bond or other debt security, created, incurred or
              assumed  any  indebtedness  for  borrowed  money other than in the
              ordinary course of business in connection with trade payables,  or
              guaranteed any  indebtedness for borrowed money or any capitalized
              lease obligation;

        (d)   declared,  set aside or paid any dividends or declared or made any
              other  distributions of any kind to the shareholders,  or made any
              direct  or  indirect  redemption,  retirement,  purchase  or other
              acquisition  of any shares of its  capital  stock or other  equity
              interests;

        (e)   knowingly  waived any right of material  value to the  business of
              BARNETT;

        (f)   made any change in its accounting methods or practices or made any
              changes in depreciation or amortization  policies or rates adopted
              by it or made any  material

Share Exchange Agreement - Page 15

write-down of inventory or material write-off as uncorrectable of accounts receivable;

(j) except in the ordinary course of business, incurred or assumed any debt, obligation or liability (whether absolute or contingent and whether or not currently due and payable);

(k) except in the ordinary course of business, made any acquisition of all or any part of the assets, properties, capital stock or business of any other person;

(l) except in the ordinary course of business and except for the agreement to issue 323,776 pre-reverse split shares of common stock to extinguish all debt owed to Carlos V. Sandoval, paid, directly or indirectly, any of its Liabilities before the same became due in accordance with their terms or otherwise than in the ordinary course of business, except to obtain the benefit of discounts available for early payment;

(n) except in the ordinary course of business, made any capital expenditures or commitments for capital expenditures in aggregate amount exceeding $50,000; or

(o) except in the ordinary course of business, terminated, failed to renew, amended or entered into any contract or other agreement of a type required to be disclosed pursuant to SECTION 3.16.

Share Exchange Agreement - Page 16

4.19    BROKERS.   All   negotiations   relating  to  this   Agreement  and  the
        transactions  contemplated  hereby have been  carried  out by  WORLDWIDE
        directly with BARNETT  without the  intervention  of any other person on
        behalf of BARNETT in such  manner as to give rise to any valid  claim by
        any person  against  WORLDWIDE or BARNETT for a finder's fee,  brokerage
        commission or similar payment.

4.20    APPROVAL  OF SHARE  EXCHANGE.  The board of  directors  of  BARNETT  has
        approved the Share Exchange without reservation or qualification.

4.21    INVESTMENT  COMPANY.  BARNETT is not an  investment  company  within the
        meaning of Section 3 of the Investment Company Act.

4.22    TRADING STATUS.  The BARNETT Common Stock is quoted on the "Pink Sheets"
        under the symbol "BNTT."

4.23    DISCLOSURE. To the knowledge of BARNETT, neither this Agreement, nor any
        Schedule or Exhibit to this Agreement, contains an untrue statement of a
        material fact or omits a material fact  necessary to make the statements
        contained herein or therein not misleading.

ARTICLE V
ACTIONS PRIOR TO CLOSING

5.1 CORPORATE EXAMINATIONS AND INVESTIGATIONS. At or prior to the Closing Date, each of BARNETT and WORLDWIDE shall be entitled to make such investigation of the assets, properties, business and operations of the other and such examination of the books, records, Tax Returns, financial condition and operations of the other as each may wish. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and BARNETT and WORLDWIDE shall cooperate fully therein. In order that each of BARNETT and WORLDWIDE may have full opportunity to make such a business, accounting and legal review, examination or investigation as it may wish of the business and affairs of the other, BARNETT or WORLDWIDE, as the case may be, shall furnish to the other during such period all such information and copies of such documents concerning its affairs as BARNETT or WORLDWIDE may reasonably request and cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully and provide all material facts affecting its financial condition and business operations. Until the Closing and if the Closing shall not occur, thereafter, BARNETT, WORLDWIDE, and its respective affiliates shall keep confidential and shall not use in any manner inconsistent with the transactions contemplated by this Agreement and after termination of this Agreement, BARNETT, WORLDWIDE, and its respective affiliates shall not disclose, nor use for their own benefit, any information or documents obtained from the other concerning its assets, properties, business and operations, unless (a) readily ascertainable from public or published information, or trade sources, (b) received from a third party not under an obligation to BARNETT or WORLDWIDE, as the case may be, to keep such information confidential or (c) required by any Law or Order. If this transaction does not close for any reason,

Share Exchange Agreement - Page 17

BARNETT, WORLDWIDE, and its respective affiliates shall return or destroy all such confidential information and compilations thereof as is practicable, and shall certify such destruction or return to BARNETT or WORLDWIDE, as the case may be.

5.2 CONDUCT AND PRESERVATION OF BUSINESS OF BARNETT. From the date hereof through the Closing Date, BARNETT shall cause its corporate existence to be continued in the ordinary course in the same manner as it has been conducted since it inception. BARNETT covenants that, except with the prior written consent of WORLDWIDE, which consent shall not be unreasonably withheld, BARNETT will not:

(a) Do any of the restricted acts set forth in SECTION 4.18 hereof, or enter into any agreement of a nature set forth in SECTION 4.15 hereof; or

(b) Enter into any transaction other than in the ordinary course of business.

5.3 CONDUCT AND PRESERVATION OF BUSINESS OF WORLDWIDE. From the date hereof through the Closing Date, WORLDWIDE shall cause its business to be conducted in the ordinary course and in the same manner as it has been conducted since its inception. WORLDWIDE covenants that, except with the prior written consent of BARNETT, which consent shall not be unreasonably withheld, WORLDWIDE will not:

(a) Do any of the restricted acts set forth in SECTION 3.19 hereof, or enter into any agreement of a nature set forth in SECTION 3.16 hereof, except for a definitive agreement with Cleave Global e-Services Limited, as contemplated by the Letter of Intent dated March 10, 2005; or

(b) Enter into any transaction other than in the ordinary course of business.

Further, WORLDWIDE shall use commercially reasonable efforts to (i) preserve intact its business, assets, properties and organizations, (ii) keep available the services of its present officers, employees, consultants and agents; and (iii) maintain its present suppliers and customers and preserve its goodwill.

5.4 ADVICE OF CHANGES. WORLDWIDE will promptly advise BARNETT in writing from time to time prior to the Closing with respect to any matter hereafter arising and known to them that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the WORLDWIDE Disclosure Schedule or would have resulted in any representation of WORLDWIDE in this Agreement being untrue. BARNETT will promptly advise WORLDWIDE in writing from time to time prior to the Closing with respect to any matter hereafter arising and known to it that, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in the BARNETT Disclosure Schedule or would have resulted in any representation of BARNETT in this Agreement being untrue in any material respect.

Share Exchange Agreement - Page 18

5.5 PINK SHEETS. BARNETT will use its best efforts to maintain the listing on the Pink Sheets of the BARNETT Common Stock. BARNETT shall take the necessary action to notify NASD Regulation of the Share Exchange in a timely manner.

5.6 BARNETT SHAREHOLDER APPROVAL. BARNETT shall, as expeditiously as possible, take all actions necessary to obtain the approval of its shareholders of the transactions contemplated by this Agreement as required by the laws of Nevada.

5.7 SHAREHOLDER APPROVAL. WORLDWIDE shall, as expeditiously as possible, take all actions necessary to obtain the approval of its shareholders of the transactions contemplated by this Agreement as required by the laws of Colorado.

5.8 OTHER AGREEMENTS. WORLDWIDE and BARNETT agree to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, including, without limitation, the obtaining of all necessary waivers, consents and approvals and the effecting of all necessary registrations and filings, including, but not limited to, submissions of information requested by Governmental or Regulatory Bodies and any other persons required to be obtained by them for the consummation of the closing and the continuance in full force and effect of the permits, contracts and other agreements set forth on the Schedules to this Agreement.

ARTICLE VI
CONDITIONS PRECEDENT TO CLOSING

6.1 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BARNETT TO COMPLETE THE CLOSING. The obligations of BARNETT to enter into and complete the Closing are subject to the fulfillment of the following conditions, any one or more of which may be waived by BARNETT:

(a) (i) All of the terms, covenants, and conditions of this Agreement to be complied with or performed by WORLDWIDE at or before the Closing shall have been duly complied with and performed in all material respects, (ii) the representations and warranties of WORLDWIDE set forth in Article III shall be true in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing, and (iii) BARNETT shall have received a certificate to such effect from WORLDWIDE, specifically referencing SECTIONS 3.7 AND 3.8.

(b) All consents, waivers, approvals, licenses, authorizations of, or filings or declarations with third parties or Governmental or Regulatory Bodies required to be obtained by WORLDWIDE in order to permit the transactions contemplated by this Agreement to be consummated in accordance with agreements and court orders applicable to WORLDWIDE and applicable governmental laws, rules, regulations and agreements shall have been obtained and any waiting period thereunder shall have expired or

Share Exchange Agreement - Page 19

been terminated, and BARNETT shall have received a certificate from WORLDWIDE to such effect.

(c) All actions, proceedings, instruments, and documents in connection with the consummation of the transactions contemplated by this Agreement, including the forms of all documents, legal matters, opinions, and procedures in connection therewith, shall have been approved in form and substance by counsel for BARNETT, which approval shall not be unreasonably withheld.

(d) WORLDWIDE shall have furnished such certificates to evidence compliance with the conditions set forth in this Article, as may be reasonably requested by BARNETT or its counsel.

(e) WORLDWIDE shall not have suffered any Material Effect.

(f) No material information or data provided or made available to BARNETT by or on behalf of WORLDWIDE shall be incorrect in any material respect.

(g) No investigation and no suit, action, or proceeding before any court or any governmental or regulatory authority shall be pending or threatened by any state or federal governmental or regulatory authority, against WORLDWIDE or any of its affiliates, associates, officers, or directors seeking to restrain, prevent, or change in any material respect the transactions contemplated hereby or seeking damages in connection with such transactions that are material to WORLDWIDE.

(h) All of the WORLDWIDE Shareholders approving the Share Exchange shall have acknowledged that the shares of BARNETT Common Stock are restricted securities under the Securities Act and represent that such WORLDWIDE Shareholder (i) is acquiring the BARNETT Common Stock for his own account without a view to distribution within the meaning of the Securities Act; (ii) has received from BARNETT its filings with the Securities and Exchange Commission and all other information that he has deemed necessary to make an informed investment decision with respect to an investment in BARNETT in general and the BARNETT Common Stock in particular;
(iii) is financially able to bear the economic risks of an investment in BARNETT; and (iv) has such knowledge and experience in financial and business matters in general and with respect to investments of a nature similar to the BARNETT Common Stock so as to be capable, by reason of such knowledge and experience, of evaluating the merits and risks of, and making an informed business decision with regard to, the acquisition of the BARNETT Common Stock. Such acknowledgment shall also indicate that each WORLDWIDE Shareholder understands and agrees that the certificates evidencing the BARNETT Common Stock shall bear the usual restrictive legend pertaining to Rule 144 under the Securities Act and that the BARNETT Common Stock will not be transferable except under an effective registration statement under the Securities Act or in accordance with available exemptions from registration under the Securities Act. Such acknowledgment shall be substantially in the form attached hereto as EXHIBIT A.

Share Exchange Agreement - Page 20

(i) WORLDWIDE shall have received the necessary approvals from at least 90% of its shareholders to proceed with the transactions contemplated herein.

(j) Management of BARNETT shall have entered into a one-year lock-up agreement with respect to the BARNETT Common Stock they will receive at Closing.

6.2 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF WORLDWIDE TO COMPLETE THE CLOSING. The obligations of WORLDWIDE to enter into and complete the Closing are subject to the fulfillment on or prior to the Closing Date, of the following conditions, any one or more of which may be waived by WORLDWIDE:

(a) (i) All of the terms, covenants, and conditions of this Agreement to be complied with or performed by BARNETT at or before the Closing shall have been duly complied with and performed in all material respects, (ii) the representations and warranties of BARNETT set forth in Article IV shall be true in all material respects on and as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing, and (iii) WORLDWIDE shall have received a certificate to such effect from BARNETT, specifically referencing SECTIONS 4.6 AND 4.7. BARNETT shall provide a certificate from its transfer agent as to the representations contained in SECTION 4.2.

(b) All consents, waivers, approvals, licenses, authorizations of, or filings or declarations with third parties or Governmental or Regulatory Bodies required to be obtained by BARNETT in order to permit the transactions contemplated by this Agreement to be consummated in accordance with agreements and court orders applicable to BARNETT and applicable governmental laws, rules, regulations and agreements shall have been obtained and any waiting period thereunder shall have expired or been terminated, and WORLDWIDE shall have received a certificate from BARNETT to such effect.

(c) All actions, proceedings, instruments, and documents in connection with the consummation of the transactions contemplated by this Agreement, including the forms of all documents, legal matters, opinions, and procedures in connection therewith, shall have been approved in form and substance by counsel for WORLDWIDE, which approval shall not be unreasonably withheld.

(d) BARNETT shall have furnished such certificates to evidence compliance with the conditions set forth in this Article, as may be reasonably requested by WORLDWIDE or its counsel.

(e) BARNETT shall not have suffered any Material Effect.

(f) No material information or data provided or made available to WORLDWIDE by or on behalf of BARNETT shall be incorrect in any material respect.

Share Exchange Agreement - Page 21

(g) No investigation and no suit, action, or proceeding before any court or any governmental or regulatory authority shall be pending or threatened by any state or federal governmental or regulatory authority, against BARNETT or any of its affiliates, associates, officers, or directors seeking to restrain, prevent, or change in any material respect the transactions contemplated hereby or seeking damages in connection with such transactions that are material to BARNETT.

(h) The BARNETT Common Stock shall be continue to be quoted on the Pink Sheets.

(i) WORLDWIDE Shareholders holding no more than 10% of the issued and outstanding WORLDWIDE common stock shall have perfected appraisal rights for their shares in accordance with the Colorado Law.

(j) BARNETT shall have amended its Articles of Incorporation to authorize at least 1,000,000 shares of preferred stock.

(k) BARNETT shall have effected a one-for-two reverse split on its issued and outstanding shares of common stock.

(l) The shareholders of BARNETT shall have adopted a stock option plan satisfactory to WORLDWIDE.

(m) The principal shareholders of BARNETT shall have entered into a one-year lock-up agreement, a proxy to allow one or more designees of WORLDWIDE to vote their shares for a period of one year, and a one-year option to allow one or more designees of WORLDWIDE to purchase their shares at $0.20 per post-reverse stock split share, if such shareholders so choose to sell.

(n) BARNETT shall have issued 323,776 pre-reverse split shares of common stock to extinguish all debt owed to Carlos V. Sandoval

ARTICLE VII
POST-CLOSING COVENANTS

The parties covenant to take the following actions after the Closing Date:

7.1 FURTHER INFORMATION. Following the Closing, each party will afford to the other party, its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data of WORLDWIDE or BARNETT, as the case may be, relating to the business of WORLDWIDE or BARNETT in their possession with respect to periods prior to the Closing and the right to make copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party (a) to facilitate the investigation, litigation and final disposition of any claims which may have been or may be made against any party or its affiliates and (b) for any other reasonable business purpose.

Share Exchange Agreement - Page 22

7.2 RECORD RETENTION. Each party agrees that for a period of not less than five years following the Closing Date, such party shall not destroy or otherwise dispose of any of the Books and Records of WORLDWIDE or BARNETT relating to the business of WORLDWIDE or BARNETT in his or its possession with respect to periods prior to the Closing Date. Each party shall have the right to destroy all or part of such Books and Records after the fifth anniversary of the Closing Date or, at an earlier time by giving each other party hereto 30 days prior written notice of such intended disposition and by offering to deliver to the other party or parties, at the other party's or parties' expense, custody of such Books and Records as such party may intend to destroy.

7.3 POST-CLOSING ASSISTANCE. WORLDWIDE and BARNETT will provide each other with such assistance as may reasonably be requested in connection with the preparation of any Tax Return, any audit or other examination by any taxing authority, or any judicial or administrative proceedings relating to liability for Taxes, and each will retain and provide the requesting party with any records or information that may be reasonably relevant to such return, audit or examination, proceedings or determination. The party requesting assistance shall reimburse the other party for reasonable out-of-pocket expenses incurred in providing such assistance. Any information obtained pursuant to this SECTION 7.3 or pursuant to any other Section hereof providing for the sharing of information or the review of any Tax Return or other schedule relating to Taxes shall be kept confidential by the parties hereto.

ARTICLE VIII
SURVIVAL

8.1 SURVIVAL OF AGREEMENTS, REPRESENTATIONS AND WARRANTIES. Notwithstanding any investigation conducted or notice or knowledge obtained by or on behalf of any party hereto, each agreement in this Agreement shall survive the Closing without limitation as to time until fully performed and each representation and warranty in this Agreement or in the Exhibits, Schedules or certificates delivered pursuant to this Agreement shall survive the Closing for a period of two years (other than the representations and warranties contained in SECTION 3.5 which shall survive the Closing without limitation as to time, and other than the representations and warranties contained in SECTION 3.14, which shall survive the Closing until the earlier of (i) three and one-half years from the Closing Date and (ii) three years following the date on which BARNETT files the Tax Return relating to the taxable period from January 1, 2005 through the Closing Date). Notice must be given to the party from whom indemnification is sought of any claim for indemnification under Article VIII prior to the termination of the relevant survival period.

ARTICLE IX
TERMINATION OF AGREEMENT

9.1 TERMINATION. This Agreement may be terminated at any time prior to the Closing as follows:

Share Exchange Agreement - Page 23

(a) by mutual written consent of BARNETT and WORLDWIDE;

(b) by BARNETT or WORLDWIDE by written notice to the other party hereto, if the Closing shall not have occurred on or prior to the close of business on June 30, 2005 (unless such event has been caused by a breach of this Agreement by the party seeking such termination);

(c) by BARNETT or by WORLDWIDE if a Governmental or Regulatory Body has permanently enjoined or prohibited consummation of the Share Exchange and such court or government action is final and nonappealable;

(d) by BARNETT if WORLDWIDE has failed to comply in any material respect with any of its covenants or agreements under this Agreement that are required to be complied with prior to the date of such termination; or

(e) by WORLDWIDE if BARNETT has failed to comply in any material respect with any of its covenants or agreements under this Agreement that are required to be complied with prior to the date of such termination.

Should WORLDWIDE terminate this Agreement for any reason other than a default by BARNETT as described in SECTION 9.1(E) hereof, WORLDWIDE shall be liable for all damages caused by the failure to close. Similarly, if BARNETT should terminate this Agreement for any reason other than a default by WORLDWIDE as described in SECTION 9.1(D) hereof, BARNETT shall be liable for all damages caused by the failure to close.

9.2 SURVIVAL AFTER TERMINATION. If this Agreement is terminated pursuant to
SECTION 9.1, (a) this Agreement shall become null and void and of no further force and effect, except for the provisions of SECTION 5.1 relating to the obligation to keep confidential certain information and
(b) there shall be no liability on the part of WORLDWIDE or BARNETT or their respective affiliates.

ARTICLE X
MISCELLANEOUS

10.1    EXPENSES.  WORLDWIDE  shall be responsible  for the legal and accounting
        fees in connection with the Share Exchange.

10.2    FURTHER ASSURANCES.  At any time and from time to time after the Closing
        Date at the  request of  BARNETT,  and  without  further  consideration,
        WORLDWIDE  will  execute and  deliver  such other  instruments  of sale,
        transfer,  conveyance,  assignment and  confirmation and take such other
        action as BARNETT may reasonably deem necessary or desirable in order to
        transfer,  convey and assign the Shares to BARNETT and to assist BARNETT
        in  exercising  all rights with respect  thereto.  The parties shall use
        their  best  efforts  to  fulfill  or  obtain  the  fulfillment  of  the
        conditions to the Closing, including,  without limitation, the

Share Exchange Agreement - Page 24

        execution and  delivery  of  any document or other papers, the execution
        and delivery of which are conditions precedent to the Closing.

10.3    NOTICES.  All  notices,   requests,  demands  and  other  communications
        required  or  permitted  to be given  hereunder  shall be in writing and
        shall be given  personally,  sent by facsimile  transmission  or sent by
        prepaid air courier or certified or express mail,  postage prepaid.  Any
        such  notice  shall be deemed to have been given (a) when  received,  if
        delivered in person,  sent by facsimile  transmission  and  confirmed in
        writing within three (3) business days thereafter or sent by prepaid air
        courier or (b) three (3) business days following the mailing thereof, if
        mailed by certified first class mail,  postage  prepaid,  return receipt
        requested,  in any such case as  follows  (or to such  other  address or
        addresses as a party may have  advised the other in the manner  provided
        in this SECTION 10.3):

                  If to WORLDWIDE:

                           Worldwide Business Solutions Incorporated
                           243 East 19th Avenue
                           Denver, CO 80203
                           Attention:    James P.R. Samuels, President

                  with a copy to:

                           Dill Dill Carr Stonbraker & Hutchings, P.C.
                           455 Sherman Street, Suite 300
                           Denver, Colorado 80203
                           Attention:    Fay M. Matsukage, Esq.

                  If to BARNETT:

                           Barnett Energy Corporation
                           4230 LBJ Freeway, Suite 413
                           Dallas, TX 75244
                           Attention:    Carlos Sandoval, President

10.4    MEDIATION.  The  parties  hereto  encourage  the  prompt  and  equitable
        settlement of all controversies or claims (a "DISPUTE") between or among
        the  parties  and their  affiliates  including  but not limited to those
        arising  out of or  relating  to  this  Agreement  or  the  transactions
        contemplated  hereby.  At any  time,  either  party  can give the  other
        written  notice  that it desires to settle a Dispute.  Within 10 days of
        delivery  of such  notice,  the parties  agree to cause  their  officers
        having authority to resolve such differences to meet for two out of four
        continuous days (the "NEGOTIATION  PERIOD"), the parties agree to submit
        their  Dispute  to a  mediator  to  work  with  them  to  resolve  their
        differences.  Such mediator shall be selected by mutual agreement of the
        parties.  The parties shall  participate in the mediation  proceeding in
        good  faith  with  the  intention  to  settle.  The  mediation  shall be
        conducted  pursuant to the rules  generally  used by the mediator in the
        mediator's  practice,  which rules may be  modified or amended  with the
        written consent of the parties.  No later than three business days prior
        to  the  mediation,  each  party  shall  deliver  to  the  mediator  all
        information  reasonably  required  for

Share Exchange Agreement - Page 25

        the mediator to  understand  the Dispute and the issues  presented.  The
        mediation  shall be determined upon the first to occur of the following:
        (i) by the execution of a settlement  agreement resolving the Dispute by
        the parties; (ii) by a written declaration of the mediator to the effect
        that further  efforts at mediation  are no longer  worthwhile;  or (iii)
        after the completion of two full days of mediation effect that mediation
        proceedings are terminated. No party shall sue any other party hereto in
        connection  with any Dispute,  except for enforcement of the negotiation
        and mediation process set forth herein,  and the arbitration  provisions
        set forth in SECTION 10.5 hereof shall not be applicable,  in each case,
        prior to termination of the  Negotiation  Period and of the mediation as
        provided above.

10.5    ARBITRATION. Any dispute, controversy, or claim arising out of, relating
        to,  or  in  connection  with,  this  Agreement  or  the  agreements  or
        transactions  contemplated by this Agreement shall be finally settled by
        binding  arbitration.   The  arbitration  shall  be  conducted  and  the
        arbitrator   chosen  in  accordance   with  the  rule  of  the  American
        Arbitration Association in effect at the time of the arbitration, except
        as they may be  modified  herein or by mutual  agreement  of BARNETT and
        WORLDWIDE. In connection with any such arbitration,  each party shall be
        afforded the  opportunity  to conduct  discovery in accordance  with the
        Federal Rules of Civil Procedure.

        (a)   The seat of the arbitration shall be in Denver,  Colorado. Each of
              WORLDWIDE   and  BARNETT   hereby   irrevocably   submits  to  the
              jurisdiction of the arbitrator in Denver, Colorado, and waives any
              defense in an arbitration  based upon any claim that such party is
              not subject  personally to the  jurisdiction  of such  arbitrator,
              that such  arbitration is brought in an  inconvenient  format,  or
              that such venue is improper.

        (b)   The  arbitral  award  shall be in  writing  and shall be final and
              binding on each of the  parties to this  Agreement.  The award may
              include an award of costs,  including  reasonable  attorneys' fees
              and  disbursements.  Judgment upon the award may be entered by any
              court having jurisdiction  thereof or having jurisdiction over the
              parties or their  assets.  WORLDWIDE and BARNETT  acknowledge  and
              agree that by agreeing to these arbitration provisions each of the
              parties  hereto is waiving any right that such party may have to a
              jury trial with  respect to the  resolution  of any dispute  under
              this  Agreement or the  agreements  or  transactions  contemplated
              hereby.

10.6    PUBLICITY.   No  publicity  release  or  announcement   concerning  this
        Agreement or the transactions  contemplated hereby shall be made without
        advance  approval  thereof by  BARNETT  and  WORLDWIDE  except as may be
        required  by  applicable  law  or  the  rules  and  regulations  of  the
        applicable regulatory authorities.

10.7    ENTIRE AGREEMENT.  This Agreement (including the Exhibits and Schedules)
        and the agreements,  certificates and other documents delivered pursuant
        to this Agreement  contain the entire  agreement  among the parties with
        respect to the transactions  described  herein,  and supersede all prior
        agreements, written or oral, with respect thereto.

10.8    WAIVERS AND  AMENDMENTS.  This  Agreement  may be  amended,  superseded,
        canceled,  renewed or extended, and the terms hereof may be waived, only
        by a  written  instrument  signed  by the  parties  or, in the case of a
        waiver,  by the party  waiving  compliance.  No delay

Share Exchange Agreement - Page 26

        on the part of any party in  exercising any  right,  power or  privilege
        hereunder shall operate as a waiver thereof

10.9    GOVERNING  LAW.  This  Agreement  shall be governed by and  construed in
        accordance  with the laws of the  State of  Colorado  without  regard to
        principles of conflicts of law.

10.10 BINDING EFFECT, NO ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement is not assignable by any party hereto without the prior written consent of the other parties hereto except by operation of law and any other purported assignment shall be null and void.

10.11 COUNTERPARTS. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all of the parties hereto.

10.12 EXHIBITS AND SCHEDULES. The Exhibits and Schedules are a part of this Agreement as if fully set forth herein. All references herein to Sections, subsections, clauses, Exhibits and Schedules shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.

10.13 EFFECT OF DISCLOSURE ON SCHEDULES. Any item disclosed on any Schedule to this Agreement shall only be deemed to be disclosed in connection with
(a) the specific representation and warranty to which such Schedule is expressly referenced, (b) any specific representation and warranty which expressly cross-references such Schedule and (c) any specific representation and warranty to which any other Schedule to this Agreement is expressly referenced if such other Schedule expressly cross-references such Schedule.

10.14 HEADINGS. The headings in this Agreement are for reference only, and shall not affect the interpretation of this Agreement.

10.15 SEVERABILITY OF PROVISIONS. If any provision or any portion of any provision of this Agreement or the application of such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of this Agreement, or the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby.

[THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]

Share Exchange Agreement - Page 27

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

BARNETT:

BARNETT ENERGY CORPORATION

By: /s/ CARLOS SANDOVAL
   -------------------------------------------
        Carlos Sandoval, President

WORLDWIDE:

WORLDWIDE BUSINESS SOLUTIONS
INCORPORATED

By: /s/ JAMES P.R. SAMUELS
   -------------------------------------------
         James P.R. Samuels, President

Share Exchange Agreement - Page 28

SCHEDULE A

Share Exchange Agreement - Schedule A

EXHIBIT 3.1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
BARNETT ENERGY CORPORATION

The undersigned, being the President of Barnett Energy Corporation, a Nevada corporation (hereinafter referred to as the "Corporation"), having been authorized to execute these Amended and Restated Articles of Incorporation, hereby certifies to the Secretary of State of the State of Nevada that:

FIRST:            The  Corporation  desires to amend and restate its Articles of
                  Incorporation as currently  in effect as hereinafter provided.

SECOND:           The  provisions  set  forth  in  these  Amended  and  Restated
                  Articles of Incorporation  supersede the original  Articles of
                  Incorporation  and all amendments  thereto.  These Amended and
                  Restated  Articles of  Incorporation  correctly  set forth the
                  provisions of the Articles of Incorporation, as amended to the
                  date hereof.

THIRD:            The  Board  of   Directors   duly  adopted  and  declared  the
                  advisability   of  the  Amended  and   Restated   Articles  of
                  Incorporation.

FOURTH: Shareholders of the Corporation holding 2,417,978 of the 4,347,200 outstanding shares (55.6%) of the Corporation's

                  common stock approved and adopted the amendments  contained in
                  the Restated  Articles of  Incorporation by means of a written
                  consent to action dated May 13, 2005.

FIFTH:            The Articles of Incorporation  of the Corporation,  as amended
                  and restated, are set forth on Exhibit A attached hereto.

SIXTH:            The  effective  date  of  the  amendments  to  the Articles of
                  Incorporation is to be the date of filing.



                                                   /s/ CARLOS V. SANDOVAL
                                                   -----------------------------
                                                   Carlos V. Sandoval, President

Exhibit A

ARTICLE I
NAME

The name of this Corporation is Worldwide Strategies Incorporated

ARTICLE II
OFFICES

Offices for the transaction of any business of the Corporation, and where meetings of the board of directors and of the shareholders may be held, may be established and maintained in any part of the State of Nevada, or in any other state, territory, or possession of the United States of America, or in any foreign country.

ARTICLE III
PURPOSES AND POWERS

The Corporation is organized to engage in any and all lawful acts and/or activities for which corporations may be organized under the laws of the State of Nevada.

ARTICLE IV
DIRECTORS

The Directors are hereby granted the authority to do any act on behalf of the Corporation as may be allowed by law. Any action taken in good faith, shall be deemed appropriate and in each instance where the Nevada General Corporation Law provides that the Directors may act in certain instances where the Articles of Incorporation so authorize, such action by the Directors, shall be deemed to exist in these Articles and the authority granted by said Act shall be imputed hereto without the same specifically having been enumerated herein.

The Board of Directors may consist of from one (1) to nine (9) directors, as determined, from time to time, by the then existing Board of Directors.

ARTICLE V
AUTHORIZED CAPITAL STOCK

The total authorized capital stock of the Corporation is 100,000,000 shares of common stock, with a par value of $0.001 par value per share, and 25,000,000 shares of preferred stock, with a par value of $0.001 per share. To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.195), as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of capital stock of the Corporation.

A-2

No cumulative voting, on any matter to which shareholders shall be entitled to vote, shall be allowed for any purpose.

The authorized stock of this Corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors shall, from time to time, determine. Shareholders shall not have pre-emptive rights to acquire unissued shares of the stock of this Corporation.

ARTICLE VI
EXISTENCE

The Corporation shall have perpetual existence.

ARTICLE VII
INDEMNIFICATION

The Corporation shall indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person against all liability and expense (including attorneys' fees) incurred by reason of the fact that he is or was a director or officer of the Corporation, he is or was serving at the request of the Corporation as a director, officer, employee, or agent of, or in any similar managerial or fiduciary position of, another corporation, partnership, joint venture, trust or other enterprise. The Corporation shall also indemnify any person who is serving or has served the Corporation as a director, officer, employee, or agent of the Corporation to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.

ARTICLE VIII
COMMON DIRECTORS

As provided by NRS 78.140, without repeating the section in full here, the same is adopted and no contract or other transaction between this Corporation and any of its officers, agents, or directors shall be deemed void or voidable solely for that reason. The balance of the provisions of the code section cited, as it now exists, allowing such transactions, is hereby incorporated into this Article as though more fully set forth, and such Article shall be read and interpreted to provide the greatest latitude in its application.

A-3

ARTICLE IX
LIABILITY OF DIRECTORS AND OFFICERS

No Director, Officer, or Agent, to include counsel, shall be personally liable to the Corporation or its stockholders for monetary damages for any breach or alleged breach of fiduciary or professional duty by such person acting in such capacity. It shall be presumed that in accepting the position as an Officer, Director, Agent, or Counsel, said individual relied upon and acted in reliance upon the terms and protections provided for by this Article. Notwithstanding the foregoing sentences, a person specifically covered by this Article, shall be liable to the extent provided by applicable law, for acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or for the payment of dividends in violation of NRS 78.300.

ARTICLE IX
ELECTION REGARDING NRS 78.378-78.3793 AND 78.411-78.444

This Corporation shall NOT be governed by nor shall the provisions of NRS 78.378 through and including 78.3793 and NRS 78.411 through and including 78.444 in any way whatsoever affect the management, operation or be applied in this Corporation.

/s/ CARLOS V. SANDOVAL
---------------------------------
Carlos V. Sandoval, President

A-4

EXHIBIT 3.2

AMENDED BYLAWS

WORLDWIDE STRATEGIES INCORPORATED

Adopted as of May 12, 2005

WORLDWIDE STRATEGIES INCORPORATED
AMENDED BYLAWS

                                TABLE OF CONTENTS

SECTION                                                                     PAGE

ARTICLE I - OFFICES

1.1      Registered Office...............................................      1
1.2      Principal Office................................................      1

ARTICLE II - STOCKHOLDERS

2.1      Annual Meeting .................................................      1
2.2      Special Meetings................................................      1
2.3      Place of Meeting................................................      1
2.4      Notice of Meeting...............................................      1
2.5      Adjournment.....................................................      2
2.6      Organization....................................................      2
2.7      Closing of Transfer Books or Fixing of Record Date..............      2
2.8      Quorum   .......................................................      3
2.9      Proxies  .......................................................      3
2.10     Voting of Shares................................................      3
2.11     Action Taken Without a Meeting..................................      3
2.12     Meetings by Telephone...........................................      4
2.13     Voting by Class or Series.......................................      4

ARTICLE III - DIRECTORS

3.1      Board of Directors; Number; Qualifications; Election............      4
3.2      Powers of the Board of Directors: Generally.....................      4
3.3      Committees of the Board of Directors............................      4
3.4      Resignation.....................................................      5
3.5      Removal  .......................................................      5
3.6      Vacancies.......................................................      5
3.7      Regular Meetings................................................      5
3.8      Special Meetings................................................      5
3.9      Notice   .......................................................      5
3.10     Quorum   .......................................................      6
3.11     Manner of Acting................................................      6
3.12     Compensation....................................................      6
3.13     Action Taken Without a Meeting..................................      6
3.14     Meetings by Telephone...........................................      6


                                       i

ARTICLE IV - OFFICERS AND AGENTS

4.1      Officers of the Corporation.....................................      6
4.2      Election and Term of Office.....................................      7
4.3      Removal  .......................................................      7
4.4      Vacancies.......................................................      7
4.5      President.......................................................      7
4.6      Vice Presidents.................................................      7
4.7      Secretary.......................................................      8
4.8      Treasurer.......................................................      8
4.9      Salaries .......................................................      8
4.10     Bonds    .......................................................      9

ARTICLE V - STOCK

5.1      Certificates....................................................      9
5.2      Record   .......................................................      9
5.3      Consideration for Shares........................................      9
5.4      Cancellation of Certificates....................................     10
5.5      Lost Certificates...............................................     10
5.6      Transfer of Shares..............................................     10
5.7      Transfer Agents, Registrars, and Paying Agents..................     10

ARTICLE VI - INDEMNIFICATION OF OFFICERS AND DIRECTORS

6.1      Indemnification; Advancement of Expenses........................     10
6.2      Insurance and Other Financial Arrangements Against Liability of
         Directors, Officers, Employees, and Agents......................     11

ARTICLE VII - APPLICABILITY OF CERTAIN STATUTES

7.1      Acquisition of Controlling Interest.............................     11
7.2      Combinations with Interested Stockholders.......................     11

ARTICLE VIII - EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND
                      ENDORSEMENTS; DEPOSITS; PROXIES

8.1      Execution of Instruments........................................     11
8.2      Loans    .......................................................     11
8.3      Checks and Endorsements.........................................     12
8.4      Deposits .......................................................     12
8.5      Proxies  .......................................................     12
8.6      Contracts......................................................      12



                                       ii

ARTICLE IX - MISCELLANEOUS

9.1      Waivers of Notice..............................................      13
9.2      Corporate Seal.................................................      13
9.3      Fiscal Year....................................................      13
9.4      Amendment of Bylaws............................................      13
9.5      Uniformity of Interpretation and Severability..................      13
9.6      Emergency Bylaws...............................................      13

Secretary's Certification...............................................      13

iii

AMENDED BYLAWS

WORLDWIDE STRATEGIES INCORPORATED

ARTICLE I
OFFICES

1.1 REGISTERED OFFICE. The registered office of the Corporation required by the Chapter 78 of the Nevada Revised Statutes ("NRS") to be maintained in Nevada may be, but need not be, identical with the principal office if in Nevada, and the address of the registered office may be changed from time to time by the Board of Directors.

1.2 PRINCIPAL OFFICE. The Corporation may have such other office or offices either within or outside of the State of Nevada as the business of the Corporation may require from time to time if so designated by the Board of Directors.

ARTICLE II
STOCKHOLDERS

2.1 ANNUAL MEETING. Unless otherwise designated by the Board of Directors, the annual meeting shall be held on the date and at the time and place fixed by the Board of Directors; provided, however, that the first annual meeting shall be held on a date that is within 18 months after the date on which the Corporation first has stockholders, and each successive annual meeting shall be held on a date that is within 18 months after the preceding annual meeting.

2.2 SPECIAL MEETINGS. Special meetings of stockholders of the Corporation, for any purpose, may be called by the Chairman of the Board, the president, any vice president, or any two members of the Board of Directors. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting.

2.3 PLACE OF MEETING. The Board of Directors may designate any place, either within or outside the State of Nevada, as the place for any annual meeting or special meeting called by the Board of Directors. If no designation is made, or if a meeting shall be called otherwise than by the Board, the place of meeting shall be the Company=s principal offices, whether within or outside the State of Nevada.

2.4 NOTICE OF MEETING. Written notice signed by an officer designated by the Board of Directors, stating the place, day, and hour of the meeting and the purpose for which the meeting is called, and the means of electronic communications, if any, by which stockholders and proxies shall be deemed to be present in person and vote, shall be delivered personally or mailed postage prepaid or delivered by any other means set forth in NRS (currently 78.370) to each stockholder of record

entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting. If mailed, such notice shall be directed to the stockholder at his address as it appears upon the records of the Corporation, and notice shall be deemed to have been given upon the mailing of any such notice, and the time of the notice shall begin to run from the date upon which the notice is deposited in the mail for transmission to the stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, constitutes delivery of the notice to the corporation, association or partnership. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting.

2.5 ADJOURNMENT. When a meeting is for any reason adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting. If a new record date is fixed for the adjourned meeting, notice of the adjourned meeting must be given to each stockholder of record as of the new record date.

2.6 ORGANIZATION. The president or any vice president shall call meetings of stockholders to order and act as chairman of such meetings. In the absence of said officers, any stockholder entitled to vote at that meeting, or any proxy of any such stockholder, may call the meeting to order and a chairman shall be elected by a majority of the stockholders entitled to vote at that meeting. In the absence of the secretary or any assistant secretary of the Corporation, any person appointed by the chairman shall act as secretary of such meeting. An appropriate number of inspectors for any meeting of stockholders may be appointed by the chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast.

2.7 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The directors may prescribe a period not exceeding 60 days before any meeting of the stockholders during which no transfer of stock on the books of the Corporation may be made, or may fix a day not more than 60 days before the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meetings must be determined. Only stockholders of record on that day are entitled to notice or to vote at such meeting. If a record date is not fixed, the record date is at the close of business on the day before the day on which the first notice is given or, if notice is waived, at the close of business on the day before the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders applies to an adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. The board of directors must fix a new record date if the meeting is adjourned to a date more than 60 days later than the date set for the original meeting.

2.8 QUORUM. Unless otherwise provided by the Articles of Incorporation, a majority of the voting power that is present, in person or by proxy, regardless of whether the proxy has authority to vote on all matters, shall constitute a quorum at a meeting of stockholders. If less than a majority of the voting power is represented at a meeting, a majority of the shares so represented may adjourn the meeting without further notice for a period not to exceed 60 days at any one adjournment. At

such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of stockholders so that less than a quorum remains.

Unless the NRS provides for different proportions, if a quorum is present, action by the stockholders on a matter other than the election of directors is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action.

2.9 PROXIES. At all meetings of stockholders, a stockholder may vote by proxy, as prescribed by law. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 6 months from the date of its creation, unless it is coupled with an interest, or unless the stockholder specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation.

2.10 VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote, and each fractional share shall be entitled to a corresponding fractional vote on each matter submitted to a vote at a meeting of stockholders, except as may be otherwise provided in the Articles of Incorporation or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation. If the Articles of Incorporation or any such resolution provide for more or less than one vote per share for any class or series of shares on any matter, every reference in the Articles of Incorporation, these Bylaws and the NRS to a majority or other proportion or number of shares shall be deemed to refer to a majority or other proportion of the voting power of all of the shares or those classes or series of shares, as may be required by the Articles of Incorporation, or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the Articles of Incorporation, or the NRS. Cumulative voting shall not be allowed.

2.11 ACTION TAKEN WITHOUT A MEETING. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given. The written consent must be filed with the minutes of the proceedings of the stockholders.

2.12 MEETINGS BY TELEPHONE. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, stockholders may participate in a meeting of stockholders by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

2.13 VOTING BY CLASS OR SERIES. Unless otherwise provided in the NRS, the Articles of Incorporation or these Bylaws, if voting by a class or series of stockholders is permitted or required, a majority of the voting power of the class or series that is present in person or by proxy, regardless of whether the proxy has authority to vote on all matters, constitutes a quorum for the transaction of business. An act by the stockholders of each class or series is approved if a majority of the voting power of a quorum of the class or series votes for the action.

ARTICLE III
DIRECTORS

3.1 BOARD OF DIRECTORS; NUMBER; QUALIFICATIONS; ELECTION. The Corporation shall be managed by a Board of Directors, all of whom must be natural persons at least 18 years of age. Directors need not be residents of the State of Nevada or stockholders of the Corporation. The number of directors of the Corporation shall be not less than one nor more than twelve. Subject to such limitations, the number of directors may be increased or decreased by resolution of the Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent director. Subject to the provisions of Article III of the Corporation's Articles of Incorporation, each director shall hold office until the next annual meeting of stockholders or until his successor has been elected and qualified.

3.2 POWERS OF THE BOARD OF DIRECTORS: GENERALLY. Subject only to such limitations as may be provided by the NRS or the Articles of Incorporation, the Board of Directors shall have full control over the affairs of the Corporation.

3.3 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more directors, which, to the extent provided in the resolution or resolutions or in these Bylaws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers on which the Corporation desires to place on a seal. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless the Articles of Incorporation or these Bylaws provide otherwise, the Board of Directors may appoint natural persons who are not directors to serve on committees.

3.4 RESIGNATION. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Board of Directors, the president, any vice president, or the secretary of the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

3.5 REMOVAL. Except as otherwise provided in the Articles of Incorporation, any director may be removed, either with or without cause, at any time by the vote of the stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to voting power.

3.6 VACANCIES. All vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is otherwise provided in the Articles of Incorporation. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A director elected to fill a vacancy caused by an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his successor has been elected and has qualified.

3.7 REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after and at the same place as the annual meeting of stockholders. The Board of Directors may provide by resolution the time and place, either within or outside the State of Nevada, for the holding of additional regular meetings without other notice than such resolution.

3.8 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the president, the entire board of directors, or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or outside Nevada, as the place for holding any special meeting of the Board of Directors called by them.

3.9 NOTICE. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each director at his business address. Notice may also be given by facsimile machine when directed to a number at which the director has consent to receive notice, or by electronic mail, when directed to an electronic mail address at which the director has consent to receive notice. Any director may waive notice of any meeting. A director=s presence at a meeting shall constitute a waiver of notice of such meeting if the director=s oral consent is entered on the minutes or by taking part in the deliberations at such meeting without objecting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

3.10 QUORUM. A majority of the number of directors elected and qualified at the time of the meeting shall constitute a quorum for the transaction of business at any such meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.11 MANNER OF ACTING. If a quorum is present, the affirmative vote of a majority of the directors present at the meeting and entitled to vote on that particular matter shall be the act of the Board, unless the vote of a greater number is required by law or the Articles of Incorporation.

3.12 COMPENSATION. By resolution of the Board of Directors, any director may be paid any one or more of the following: his expenses, if any, of attendance at meetings; a fixed sum for

attendance at such meeting; or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

3.13 ACTION TAKEN WITHOUT A MEETING. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the Board or of the committee. The written consent must be filed with the minutes of the proceedings of the Board or committee.

3.14 MEETINGS BY TELEPHONE. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board or committee by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.

ARTICLE IV
OFFICERS AND AGENTS

4.1 OFFICERS OF THE CORPORATION. The Corporation shall have a president, a secretary, and a treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may appoint one or more vice presidents and such other officers, assistant officers, committees, and agents, including a chairman of the board, assistant secretaries, and assistant treasurers, as they may consider necessary, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board of Directors. One person may hold any two or more offices. The officers of the Corporation shall be natural persons 18 years of age or older. In all cases where the duties of any officer, agent, or employee are not prescribed by the Bylaws or by the Board of Directors, such officer, agent, or employee shall follow the orders and instructions of (a) the president, and if a chairman of the board has been elected, then (b) the chairman of the board.

4.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected by the Board of Directors annually at the first meeting of the Board held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until the first of the following occurs: until his successor shall have been duly elected and shall have qualified; or until his death; or until he shall resign; or until he shall have been removed in the manner hereinafter provided.

4.3 REMOVAL. Any officer or agent may be removed by the Board of Directors or by the executive committee, if any, whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.

4.4 VACANCIES. A vacancy in any office, however occurring, may be filled by the Board of Directors for the unexpired portion of the term.

4.5 PRESIDENT. The president shall, subject to the direction and supervision of the Board of Directors, be the chief executive officer of the Corporation and shall have general and active control of its affairs and business and general supervision of its officers, agents, and employees. The president shall, unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him/her, or shall execute, on behalf of the Corporation, written instruments appointing a proxy or proxies to represent the Corporation, at all meetings of the stockholders of any other corporation in which the Corporation shall hold any stock. The president may, on behalf of the Corporation, in person or by substitute or by proxy, execute written waivers of notice and consents with respect to any such meetings. At all such meetings and otherwise, the president, in person or by substitute or proxy as aforesaid, may vote the stock so held by the Corporation and may execute written consents and other instruments with respect to such stock and may exercise any and all rights and powers incident to the ownership of said stock, subject however to the instructions, if any, of the Board of Directors. The president shall have custody of the treasurer's bond, if any. If a chairman of the board has been elected, the chairman of the board shall have, subject to the direction and modification of the Board of Directors, all the same responsibilities, rights, and obligations as described in these Bylaws for the president.

4.6 VICE PRESIDENTS. The vice presidents, if any, shall assist the president and shall perform such duties as may be assigned to them by the president or by the Board of Directors. In the absence of the president, the vice president designated by the Board of Directors or (if there be no such designation) the vice president designated in writing by the president shall have the powers and perform the duties of the president. If no such designation shall be made, all vice presidents may exercise such powers and perform such duties.

4.7 SECRETARY. The secretary shall perform the following: (a) keep the minutes of the proceedings of the stockholders, executive committee, and the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and affix the seal to all documents when authorized by the Board of Directors; (d) keep, at the Corporation's registered office or principal place of business within or outside Nevada, a record containing the names and addresses of all stockholders and the number and class of shares held by each, unless such a record shall be kept at the office of the Corporation's transfer agent or registrar; (e) sign with the president or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation, unless the Corporation has a transfer agent; and (g) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary.

4.8 TREASURER. The treasurer shall be the principal financial officer of the Corporation and shall have the care and custody of all funds, securities, evidences of indebtedness, and other personal property of the Corporation, and shall deposit the same in accordance with the instructions

of the Board of Directors. The treasurer shall receive and give receipts and acquittances for monies paid in or on account of the Corporation, and shall pay out of the funds on hand all bills, payrolls, and other just debts of the Corporation of whatever nature upon maturity. The treasurer shall perform all other duties incident to the office of the treasurer and, upon request of the Board, shall make such reports to it as may be required at any time. The treasurer shall, if required by the Board, give the Corporation a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of his/her duties and for the restoration to the Corporation of all books, papers, vouchers, money, and other property of whatever kind in his/her possession or under his control belonging to the Corporation. The treasurer shall have such other powers and perform such other duties as may be from time to time prescribed by the Board of Directors or the president. The assistant treasurers, if any, shall have the same powers and duties, subject to the supervision of the treasurer.

The treasurer shall also be the principal accounting officer of the Corporation. The treasurer shall prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state, and federal tax returns, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the Board of Directors statements of account showing the financial position of the Corporation and the results of its operations.

4.9 SALARIES. Officers of the Corporation shall be entitled to such salaries, emoluments, compensation, or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

4.10 BONDS. If the Board of Directors by resolution shall so require, any officer or agent of the Corporation shall give bond to the Corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of that officer's or agent's duties and offices.

ARTICLE V
STOCK

5.1 CERTIFICATES. The shares of stock shall be represented by consecutively numbered certificates signed in the name of the Corporation by its president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary, and shall be sealed with the seal of the Corporation, or with a facsimile thereof. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as the registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such

officer before such certificate is delivered by the Corporation, the certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed the certificates, or whose facsimile signature has been used thereon, had not ceased to be an officer of the Corporation.

Each certificate representing shares shall state the following upon the face thereof: the name of the state of the Corporation's organization; the name of the person to whom issued; the number and class of shares and the designation of the series, if any, which such certificate represents; the par value of each share represented by such certificate or a statement that the shares are without par value. Certificates of stock shall be in such form consistent with law as shall be prescribed by the Board of Directors.

5.2 RECORD. A record shall be kept of the name of each person or other entity holding the stock represented by each certificate for shares of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. The person or other entity in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof, and thus a holder of record of such shares of stock, for all purposes as regards the Corporation.

5.3 CONSIDERATION FOR SHARES. Shares shall be issued for such consideration, expressed in dollars (but not less than the par value thereof) as shall be fixed from time to time by the Board of Directors. That part of the surplus of the Corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed the consideration for the issuance of such dividend shares. Such consideration may consist, in whole or in part, of money, promissory notes, other property, tangible or intangible, or in labor or services actually performed for the Corporation, contracts for services to be performed or other securities of the Corporation.

5.4 CANCELLATION OF CERTIFICATES. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled, except as herein provided with respect to lost, stolen, or destroyed certificates.

5.5 LOST CERTIFICATES. In case of the alleged loss, destruction, or mutilation of a certificate of stock, the Board of Directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe. The Board of Directors may in its discretion require a bond, in such form and amount and with such surety as it may determine, before issuing a new certificate.

5.6 TRANSFER OF SHARES. Upon surrender to the Corporation or to a transfer agent of the Corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, and such documentary stamps as may be required by law, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer of stock shall be entered on the stock book of the Corporation which shall be kept at its principal office or by its registrar duly appointed.

The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as may be required by the laws of Nevada.

5.7 TRANSFER AGENTS, REGISTRARS, AND PAYING AGENTS. The Board may at its discretion appoint one or more transfer agents, registrars, and agents for making payment upon any class of stock, bond, debenture, or other security of the Corporation. Such agents and registrars may be located either within or outside Nevada. They shall have such rights and duties and shall be entitled to such compensation as may be agreed.

ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS

6.1 INDEMNIFICATION; ADVANCEMENT OF EXPENSES. To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.751), as the same now exists or may hereafter be amended or supplemented, the Corporation shall indemnify its directors and officers, including payment of expenses as they are incurred and in advance of the final disposition of any action, suit, or proceeding. Employees, agents, and other persons may be similarly indemnified by the Corporation, including advancement of expenses, in such case or cases and to the extent set forth in a resolution or resolutions adopted by the Board of Directors. No amendment of this Section shall have any effect on indemnification or advancement of expenses relating to any event arising prior to the date of such amendment.

6.2 INSURANCE AND OTHER FINANCIAL ARRANGEMENTS AGAINST LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS. To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.752), as the same now exists or may hereafter be amended or supplemented, the Corporation may purchase and maintain insurance and make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for any liability asserted against such person and liability and expense incurred by such person in its capacity as a director, officer, employee, or agent, or arising out of such person's status as such, whether or not the Corporation has the authority to indemnify such person against such liability and expenses.

ARTICLE VII
APPLICABILITY OF CERTAIN STATUTES

7.1 ACQUISITION OF CONTROLLING INTEREST. The provisions of the NRS pertaining to the acquisition of a controlling interest (currently set forth in NRS 78.378 to 78.3793, inclusive), as the same now exists or may hereafter be amended or supplemented, shall not apply to the Corporation.

7.2 COMBINATIONS WITH INTERESTED STOCKHOLDERS. The provisions of the NRS pertaining to combinations with interested stockholders (currently set forth in NRS 78.411 to 78.444,

inclusive), as the same now exists or may hereafter be amended or supplemented, shall not apply to the Corporation.

ARTICLE VIII
EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS;
DEPOSITS; PROXIES

8.1 EXECUTION OF INSTRUMENTS. The president or any vice president shall have the power to execute and deliver on behalf of and in the name of the Corporation any instrument requiring the signature of an officer of the Corporation, except as otherwise provided in these Bylaws or where the execution and delivery thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Unless authorized to do so by these Bylaws or by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation in any way, to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount.

8.2 LOANS. The Corporation may lend money to, guarantee the obligations of, and otherwise assist directors, officers, and employees of the Corporation, or directors of another corporation of which the Corporation owns a majority of the voting stock, only upon compliance with the requirements of the NRS.

No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

8.3 CHECKS AND ENDORSEMENTS. All checks, drafts, or other orders for the payment of money, obligations, notes, or other evidences of indebtedness, bills of lading, warehouse receipts, trade acceptances, and other such instruments shall be signed or endorsed by such officers or agents of the Corporation as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures.

8.4 DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the Corporation's credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the Corporation who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign, and deliver for collection and deposit checks, drafts, and other orders for the payment of money payable to the Corporation or its order.

8.5 PROXIES. Unless otherwise provided by resolution adopted by the Board of Directors, the president or any vice president may from time to time appoint one or more agents or attorneys-in-fact of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association, or other entity any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, association, or other entity or to consent in writing, in the name of the Corporation as such holder, to any action by

such other corporation, association, or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises.

8.6 CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

ARTICLE IX
MISCELLANEOUS

9.1 WAIVERS OF NOTICE. Whenever notice is required by the NRS, by the Articles of Incorporation, or by these Bylaws, a waiver thereof in writing signed by the director, stockholder, or other person entitled to said notice, whether before, at, or after the time stated therein, or his appearance at such meeting in person or (in the case of a stockholders' meeting) by proxy, shall be equivalent to such notice.

9.2 CORPORATE SEAL. The Board of Directors may adopt a seal circular in form and bearing the name of the Corporation, the state of its incorporation, and the word "Seal" which, when adopted, shall constitute the seal of the Corporation. The seal may be used by causing it or a facsimile of it to be impressed, affixed, manually reproduced, or rubber-stamped with indelible ink.

9.3 FISCAL YEAR. The Board of Directors may, by resolution, adopt a fiscal year for the Corporation.

9.4 AMENDMENT OF BYLAWS. The provisions of these Bylaws may at any time, and from time to time, be amended, supplemented or repealed by the Board of Directors.

9.5 UNIFORMITY OF INTERPRETATION AND SEVERABILITY. These Bylaws shall be so interpreted and construed as to conform to the Articles of Incorporation and the laws of the State of Nevada or of any other state in which conformity may become necessary by reason of the qualification of the Corporation to do business in such state, and where conflict between these Bylaws, the Articles of Incorporation or the laws of such a state has arisen or shall arise, these Bylaws shall be considered to be modified to the extent, but only to the extent, conformity shall require. If any provision hereof or the application thereof shall be deemed to be invalid by reason of the foregoing sentence, such invalidity shall not affect the validity of the remainder of these Bylaws without the invalid provision or the application thereof, and the provisions of these Bylaws are declared to be severable.

9.6 EMERGENCY BYLAWS. Subject to repeal or change by action of the stockholders, the Board of Directors may adopt emergency bylaws in accordance with and pursuant to the provisions of the laws of the State of Nevada.

SECRETARY'S CERTIFICATION

The undersigned Secretary of Barnett Energy Corporation (to be known as Worldwide Strategies Incorporated or the "Corporation") hereby certifies that the foregoing Bylaws are the Bylaws of the Corporation adopted by the Board of Directors as of the 12th day of May, 2005.

By   /s/ CARLOS V. SANDOVAL
  -----------------------------------------
        Carlos V. Sandoval, Secretary

EXHIBIT 5.1

OPINION OF DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.

                                                                  Daniel W. Carr
                                                                  John J. Coates
                                                                 Kevin M. Coates
                                                                    H. Alan Dill
455 Sherman Street, Suite 300                                     Robert A. Dill
Denver, Colorado 80203                                            Thomas M. Dunn
Phone: 303-777-3737                                            John A. Hutchings
Fax: 303-777-3823                                                 Stephen M. Lee
www.dillanddill.com                                            Fay M. Matsukage*
                                                                  Adam P. Stapen
                                                                  Jon Stonbraker
                                                                 Craig A. Stoner
                                                               Felicity Tompkins
                                                               Patrick D. Tooley

*Also licensed in Nevada

DIRECT DIAL: (303) 282-4105
E-MAIL: FMM@DILLANDDILL.COM

November 2, 2005

Worldwide Strategies Incorporated
3801 East Florida Avenue, Suite 400
Denver, Colorado 80210

RE: REGISTRATION STATEMENT ON FORM SB-2

Ladies and Gentlemen:

As counsel for your company, we have reviewed your Articles of Incorporation, Bylaws, and such other corporate records, documents, and proceedings and such questions of law, as we have deemed relevant for the purpose of this opinion.

We have also examined the Registration Statement of your company on Form SB-2, which is to be transmitted for filing with the Securities and Exchange Commission (the "Commission") on November 2, 2005, covering the registration under the Securities Act of 1933, as amended, of the following:

(a) 5,460,000 shares of Common Stock owned by selling security holders;

(b) 12,150,000 shares of Common Stock issuable upon exercise of warrants and stock options; and

including the exhibits and form of prospectus (the "Prospectus") filed therewith.

On the basis of such examination, we are of the opinion that:

1. Worldwide Strategies Incorporated (the "Company") is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada with all requisite corporate power and authority to own, lease, license, and use its properties and assets and to carry on the businesses in which it is now engaged.

Worldwide Strategies Incorporated
November 2, 2005

Page 2

2. The Company has an authorized capitalization as set forth in the Prospectus.

3. The shares of Common Stock of the Company to be sold by certain selling security holders have been validly authorized and issued as fully paid and nonassessable shares of Common Stock of the Company.

4. The shares of Common Stock of the Company to be issued upon the exercise of the warrants and stock options are validly authorized and when the warrants and stock options are exercised in accordance with their terms, the shares of Common Stock so issuable upon exercise will be validly issued as fully paid and nonassessable shares of Common Stock of the Company.

5. The shares of Common Stock of the Company to be issued in connection with the stock swap arrangement are validly authorized and when the swap arrangement is implemented, the shares of Common Stock will be validly issued as fully paid and nonassessable shares of Common Stock of the Company.

We hereby consent to the use of our name in the Registration Statement and Prospectus in the section captioned "Legal Matters," and we also consent to the filing of this opinion as an exhibit thereto. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.

Dill Dill Carr Stonbraker & Hutchings, P.C.

EXHIBIT 10.1

2005 STOCK OPTION PLAN

WORLDWIDE STRATEGIES
INCORPORATED 2005 STOCK PLAN

1. DEFINITIONS

Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Worldwide Strategies Incorporated 2005 Stock Plan, have the following meanings:

ADMINISTRATOR means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the Administrator means the Committee.

AFFILIATE means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.

AGREEMENT means an agreement between the Company and a Participant delivered pursuant to the Plan, in such form as the Administrator shall approve.

BOARD OF DIRECTORS means the Board of Directors of the Company.

CODE means the United States Internal Revenue Code of 1986, as amended.

COMMITTEE means the committee of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan.

COMMON STOCK means shares of the Company's common stock, $0.001 par value per share.

COMPANY means Worldwide Strategies Incorporated, a Nevada corporation.

DISABILITY or DISABLED means permanent and total disability as defined in Section 22(e)(3) of the Code.

EMPLOYEE means any employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer or director of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan.

FAIR MARKET VALUE of a Share of Common Stock means:

(1) If the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the closing or last price of the Common Stock on the composite tape or other comparable reporting system for the trading day on the applicable date and if such date is not a trading day, the last market trading day prior to such date;

Worldwide Strategies Incorporated 2005 Stock Plan - page 1 of 19

(2) If the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for the trading day referred to in clause (1), and if bid and asked prices for the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market for the trading day on which Common Stock was traded on the applicable date and if such date is not a trading day, the last market trading day prior to such date; and

(3) If the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall determine.

ISO means an option meant to qualify as an incentive stock option under
Section 422 of the Code.

NON-COMPENSATED DIRECTOR means a director of the Company who is neither an Employee nor a consultant rendering services to the Company or any Affiliate more than one day per week.

NON-QUALIFIED OPTION means an option which is not intended to qualify as an ISO.

OPTION means an ISO or Non-Qualified Option granted under the Plan.

PARTICIPANT means an Employee, director or consultant of the Company or an Affiliate to whom one or more Stock Rights are granted under the Plan. As used herein, "Participant" shall include "Participant's Survivors" where the context requires.

PLAN means this Worldwide Strategies Incorporated 2005 Stock Plan.

SHARES means shares of the Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed or for which they are exchanged within the provisions of Paragraph 3 of the Plan. The Shares issued under the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both.

STOCK-BASED AWARD means a grant by the Company under the Plan of an equity award or equity based award which is not an Option or Stock Grant.

STOCK GRANT means a grant by the Company of Shares under the Plan.

STOCK RIGHT means a right to Shares or the value of Shares of the Company granted pursuant to the Plan -- an ISO, a Non-Qualified Option, a Stock Grant or Stock-Based Award.

Worldwide Strategies Incorporated 2005 Stock Plan - page 2 of 19

SURVIVOR means a deceased Participant's legal representatives and/or any person or persons who acquired the Participant's rights to a Stock Right by will or by the laws of descent and distribution.

2. PURPOSES OF THE PLAN

The Plan is intended to encourage ownership of Shares by Employees and directors of and certain consultants to the Company in order to attract such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options, Stock Grants and Stock-Based Awards.

3. SHARES SUBJECT TO THE PLAN

The number of Shares which may be issued from time to time pursuant to this Plan shall be 500,000, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 24 of the Plan.

If an Option ceases to be outstanding, in whole or in part (other than by exercise), or if the Company shall reacquire (at no more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled, or otherwise terminated or results in any Shares not being issued, the unissued Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan.

4. ADMINISTRATION OF THE PLAN

The Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to:

a. Interpret the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan;

b. Determine which Employees, directors and consultants shall be granted Stock Rights;

c. Determine the number of Shares for which a Stock Right or Stock Rights shall be granted; provided, however, that in no event shall (i) Stock Rights with respect to more than 50,000 Shares be granted to any Participant in any fiscal year and (ii) more than 50,000 Shares be issued as Stock Grants;

d. Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted; and

Worldwide Strategies Incorporated 2005 Stock Plan - page 3 of 19

e. Adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company or to Plan Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock Right;

provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors, if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee.

To the extent permitted under applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected by it. The Board of Directors or the Committee may revoke any such allocation or delegation at any time.

5. ELIGIBILITY FOR PARTICIPATION

The Administrator will, in its sole discretion, name the Participants in the Plan, provided, however, that each Participant must be an Employee, director or consultant of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may authorize the grant of a Stock Right to a person not then an Employee, director or consultant of the Company or of an Affiliate; provided, however, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the execution of the Agreement evidencing such Stock Right. ISOs may be granted only to Employees. Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to any Employee, director or consultant of the Company or an Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Stock Rights.

6. TERMS AND CONDITIONS OF OPTIONS

Each Option shall be set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Administrator may provide that Options be granted subject to such terms and conditions, consistent with the terms and conditions specifically required under this Plan, as the Administrator may deem appropriate including, without limitation, subsequent approval by the shareholders of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions:

Worldwide Strategies Incorporated 2005 Stock Plan - page 4 of 19

A. NON-QUALIFIED OPTIONS: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option:

a. OPTION PRICE: Each Option Agreement shall state the option price (per share) of the Shares covered by each Option, which option price shall be determined by the Administrator but shall not be less than the Fair Market Value per share of Common Stock.

b. NUMBER OF SHARES: Each Option Agreement shall state the number of Shares to which it pertains.

c. OPTION PERIODS: Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence of certain conditions or the attainment of stated goals or events.

d. OPTION CONDITIONS: Exercise of any Option may be conditioned upon the Participant's execution of a Share purchase agreement in form satisfactory to the Administrator providing for certain protections for the Company and its other shareholders, including requirements that:

i. The Participant's or the Participant's Survivors' right to sell or transfer the Shares may be restricted; and

ii. The Participant or the Participant's Survivors may be required to execute letters of investment intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions.

e. DIRECTORS' OPTIONS: On the date of each annual meeting of shareholders of the Company, whether or not such director is up for election or reelection, provided that on such dates such director is serving as a director of the Company, such Non-Compensated Director shall be granted a Non-Qualified Option to purchase 25,000 Shares. If a Non-Compensated Director is first elected or appointed to the Board other than at an annual meeting of shareholders, on the date of his or her initial election or appointment he or she shall be granted a Non-Qualified Option to purchase the number of Shares determined by multiplying 2,083 by the number of whole or partial months from the date of his or her election or appointment to the Company's next annual meeting of shareholders. For purposes of the preceding sentence, a month shall mean a period of 30 consecutive days.

Each such Option shall (i) have an exercise price equal to the Fair Market Value (per share) of the Shares on the date of grant of the Option, (ii) have a term of ten years, (iii) shall vest and become exercisable upon completion of one full year of service on the Board after the date of grant provided that on such date the Non-Compensated

Worldwide Strategies Incorporated 2005 Stock Plan - page 5 of 19

Director is serving as a director of the Company, and (iv) shall remain exercisable regardless of whether or not the Non-Compensated Director holding the Option later ceases to be a director of the Company.

B. ISOS: Each Option intended to be an ISO shall be issued only to an Employee and be subject to the following terms and conditions, with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of the Internal Revenue Service:

a. MINIMUM STANDARDS: The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph 6(A) above, except clauses (a) and (e) thereunder.

b. OPTION PRICE: Immediately before the ISO is granted, if the Participant owns, directly or by reason of the applicable attribution rules in Section 424(d) of the Code:

i. 10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, the Option price per share of the Shares covered by each ISO shall not be less than 100% of the Fair Market Value per share of the Shares on the date of the grant of the Option; or

ii. More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, the Option price per share of the Shares covered by each ISO shall not be less than 110% of the Fair Market Value on the date of grant.

c. TERM OF OPTION: For Participants who own:

i. 10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide; or

ii. More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than five years from the date of the grant or at such earlier time as the Option Agreement may provide.

d. Limitation on Yearly Exercise: The Option Agreements shall restrict the amount of ISOs which may become exercisable in any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined at the time each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant in any calendar year does not exceed $100,000.

Worldwide Strategies Incorporated 2005 Stock Plan - page 6 of 19

7. TERMS AND CONDITIONS OF STOCK GRANTS

Each offer of a Stock Grant to a Participant shall state the date prior to which the Stock Grant must be accepted by the Participant, and the principal terms of each Stock Grant shall be set forth in an Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards:

a. Each Agreement shall state the purchase price (per share), if any, of the Shares covered by each Stock Grant, which purchase price shall be determined by the Administrator but shall not be less than the minimum consideration required by the Nevada General Corporation Law on the date of the grant of the Stock Grant;

b. Each Agreement shall state the number of Shares to which the Stock Grant pertains; and

c. Each Agreement shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant, including the time and events upon which such rights shall accrue and the purchase price therefore, if any.

8. TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS

The Board shall have the right to grant other Stock-Based Awards based upon the Common Stock having such terms and conditions as the Board may determine, including, without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into Shares and the grant of stock appreciation rights, phantom stock awards or stock units. The principal terms of each Stock-Based Award shall be set forth in an Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company.

9. EXERCISE OF OPTIONS AND ISSUE OF SHARES

An Option (or any part or installment thereof) shall be exercised by giving written notice to the Company or its designee, together with provision for payment of the full purchase price in accordance with this Paragraph for the Shares as to which the Option is being exercised, and upon compliance with any other condition(s) set forth in the Option Agreement. Such notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation required by the Plan or the Option Agreement. Payment of the purchase price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the cash exercise price of the Option, or

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(c) at the discretion of the Administrator, by having the Company retain from the shares otherwise issuable upon exercise of the Option, a number of shares having a Fair Market Value equal as of the date of exercise to the exercise price of the Option, or (d) at the discretion of the Administrator, by delivery of the grantee's personal recourse note, bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in
Section 1274(d) of the Code, with or without the pledge of such Shares as collateral, or (e) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator, or (f) at the discretion of the Administrator, by any combination of (a), (b), (c), (d) and (e) above, or (g) at the discretion of the Administrator, payment of such other lawful consideration as the Board may determine. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422 of the Code.

The Administrator may specify a reasonable minimum number of shares that may be purchased on any exercise of an Option, provided that such minimum number will not prevent the Participant from exercising that full number of Shares as to which the Option is then exercisable.

The Company shall then reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant's Survivors, as the case may be). In determining what constitutes "reasonably promptly," it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or "blue sky" laws) which requires the Company to take any action with respect to the Shares prior to their issuance. The Shares shall, upon delivery, be fully paid, non-assessable Shares.

The Administrator shall have the right to accelerate the date of exercise of any installment of any Option; provided that the Administrator shall not accelerate the exercise date of any installment of any Option granted to an Employee as an ISO (and not previously converted into a Non-Qualified Option pursuant to Paragraph 27) if such acceleration would violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6.B.d.

The Administrator may, in its discretion, amend any term or condition of an outstanding Option provided (i) such term or condition as amended is permitted by the Plan, (ii) any such amendment shall be made only with the consent of the Participant to whom the Option was granted, or in the event of the death of the Participant, the Participant's Survivors, if the amendment is adverse to the Participant, and (iii) any such amendment of any ISO shall be made only after the Administrator determines whether such amendment would constitute a "modification" of any Option which is an ISO (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holder of such ISO.

10. ACCEPTANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES

A Stock Grant or Stock-Based Award (or any part or installment thereof) shall be accepted by executing the applicable Agreement and delivering it to the Company or its

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designee, together with provision for payment of the full purchase price, if any, in accordance with this Paragraph for the Shares as to which such Stock Grant or Stock-Based Award is being accepted, and upon compliance with any other conditions set forth in the applicable Agreement. Payment of the purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being accepted shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator, through delivery of shares of Common Stock having a Fair Market Value equal as of the date of acceptance of the Stock Grant or Stock-Based Award to the purchase price of the Stock Grant or Stock-Based Award, or (c) at the discretion of the Administrator, by delivery of the grantee's personal recourse note bearing interest payable not less than annually at no less than 100% of the applicable Federal rate, as defined in
Section 1274(d) of the Code, or (d) at the discretion of the Administrator, by any combination of (a), (b) and (c) above.

The Company shall then, if required pursuant to the applicable Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was accepted to the Participant (or to the Participant's Survivors, as the case may be), subject to any escrow provision set forth in the applicable Agreement. In determining what constitutes "reasonably promptly," it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or "blue sky" laws) which requires the Company to take any action with respect to the Shares prior to their issuance.

The Administrator may, in its discretion, amend any term or condition of an outstanding Stock Grant, Stock-Based Award or applicable Agreement provided (i) such term or condition as amended is permitted by the Plan, and
(ii) any such amendment shall be made only with the consent of the Participant to whom the Stock Grant or Stock-Based Award was made, if the amendment is adverse to the Participant.

11. RIGHTS AS A SHAREHOLDER

No Participant to whom a Stock Right has been granted shall have rights as a shareholder with respect to any Shares covered by such Stock Right, except after due exercise of the Option or acceptance of the Stock Grant or as set forth in any Agreement and tender of the full purchase price, if any, for the Shares being purchased pursuant to such exercise or acceptance and registration of the Shares in the Company's share register in the name of the Participant.

12. ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS

By its terms, a Stock Right granted to a Participant shall not be transferable by the Participant other than (i) by will or by the laws of descent and distribution, or (ii) as approved by the Administrator in its discretion and set forth in the applicable Agreement. Notwithstanding the foregoing, an ISO transferred except in compliance with clause (i) above shall no longer qualify as an ISO. The designation of a beneficiary of a Stock Right by a Participant, with the prior approval of the Administrator and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except as provided above, a Stock Right shall only be exercisable or may only be accepted, during the Participant's lifetime, by such Participant (or by his or her legal representative) and shall not be assigned, pledged or

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hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right, shall be null and void.

13. EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR DEATH OR DISABILITY.

Except as otherwise provided in a Participant's Option Agreement, in the event of a termination of service (whether as an employee, director or consultant) with the Company or an Affiliate before the Participant has exercised an Option, the following rules apply:

a. A Participant who ceases to be an employee, director or consultant of the Company or of an Affiliate (for any reason other than termination "for cause", Disability, or death for which events there are special rules in Paragraphs 14, 15, and 16, respectively), may exercise any Option granted to him or her to the extent that the Option is exercisable on the date of such termination of service, but only within such term as the Administrator has designated in a Participant's Option Agreement;

b. Except as provided in Subparagraph (c) below, or Paragraph 15 or 16, in no event may an Option intended to be an ISO, be exercised later than three months after the Participant's termination of employment;

c. The provisions of this Paragraph, and not the provisions of Paragraph 15 or 16, shall apply to a Participant who subsequently becomes Disabled or dies after the termination of employment, director status or consultancy; provided, however, in the case of a Participant's Disability or death within three months after the termination of employment, director status or consultancy, the Participant or the Participant's Survivors may exercise the Option within one year after the date of the Participant's termination of service, but in no event after the date of expiration of the term of the Option;

d. Notwithstanding anything herein to the contrary, if subsequent to a Participant's termination of employment, termination of director status or termination of consultancy, but prior to the exercise of an Option, the Board of Directors determines that, either prior or subsequent to the Participant's termination, the Participant engaged in conduct which would constitute "cause", then such Participant shall forthwith cease to have any right to exercise any Option;

e. A Participant to whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant's employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide; and

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f. Except as required by law or as set forth in a Participant's Option Agreement, Options granted under the Plan shall not be affected by any change of a Participant's status within or among the Company and any Affiliates, so long as the Participant continues to be an employee, director or consultant of the Company or any Affiliate.

14. EFFECT ON OPTIONS OF TERMINATION OF SERVICE "FOR CAUSE"

Except as otherwise provided in a Participant's Option Agreement, the following rules apply if the Participant's service (whether as an employee, director or consultant) with the Company or an Affiliate is terminated "for cause" prior to the time that all his or her outstanding Options have been exercised:

a. All outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated "for cause" will immediately be forfeited;

b. For purposes of this Plan, "cause" shall include (and is not limited to) dishonesty with respect to the Company or any Affiliate, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Administrator as to the existence of "cause" will be conclusive on the Participant and the Company;

c. "Cause" is not limited to events which have occurred prior to a Participant's termination of service, nor is it necessary that the Administrator's finding of "cause" occur prior to termination. If the Administrator determines, subsequent to a Participant's termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant's termination the Participant engaged in conduct which would constitute "cause", then the right to exercise any Option is forfeited; and

d. Any provision in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of "cause" for termination and which is in effect at the time of such termination, shall supersede the definition in this Plan with respect to that Participant.

15. EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY

Except as otherwise provided in a Participant's Option Agreement, a Participant who ceases to be an employee, director or consultant of the Company or of an Affiliate by reason of Disability may exercise any Option granted to such Participant:

a. To the extent that the Option has become exercisable but has not been exercised on the date of Disability; and

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b. In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability.

A Disabled Participant may exercise such rights only within the period ending one year after the date of the Participant's termination of employment, directorship or consultancy, as the case may be, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the Shares on a later date if the Participant had not become Disabled and had continued to be an employee, director or consultant or, if earlier, within the originally prescribed term of the Option.

The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company.

16. EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT

Except as otherwise provided in a Participant's Option Agreement, in the event of the death of a Participant while the Participant is an employee, director or consultant of the Company or of an Affiliate, such Option may be exercised by the Participant's Survivors:

a. To the extent that the Option has become exercisable but has not been exercised on the date of death; and

b. In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant's date of death.

If the Participant's Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the Shares on a later date if he or she had not died and had continued to be an employee, director or consultant or, if earlier, within the originally prescribed term of the Option.

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17. EFFECT OF TERMINATION OF SERVICE ON UNACCEPTED STOCK GRANTS

In the event of a termination of service (whether as an employee, director or consultant) with the Company or an Affiliate for any reason before the Participant has accepted a Stock Grant, such offer shall terminate.

For purposes of this Paragraph 17 and Paragraph 18 below, a Participant to whom a Stock Grant has been offered and accepted under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a permanent and total Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant's employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide.

In addition, for purposes of this Paragraph 17 and Paragraph 18 below, any change of employment or other service within or among the Company and any Affiliates shall not be treated as a termination of employment, director status or consultancy so long as the Participant continues to be an employee, director or consultant of the Company or any Affiliate.

18. EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR DEATH OR DISABILITY

Except as otherwise provided in a Participant's Agreement, in the event of a termination of service (whether as an employee, director or consultant), other than termination "for cause," Disability, or death for which events there are special rules in Paragraphs 19, 20, and 21, respectively, before all Company rights of repurchase shall have lapsed, then the Company shall have the right to repurchase that number of Shares subject to a Stock Grant as to which the Company's repurchase rights have not lapsed.

19. EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE "FOR CAUSE"

Except as otherwise provided in a Participant's Agreement, the following rules apply if the Participant's service (whether as an employee, director or consultant) with the Company or an Affiliate is terminated "for cause":

a. All Shares subject to any Stock Grant shall be immediately subject to repurchase by the Company at the purchase price, if any, thereof;

b. For purposes of this Plan, "cause" shall include (and is not limited to) dishonesty with respect to the employer, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Administrator as to the existence of "cause" will be conclusive on the Participant and the Company;

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c. "Cause" is not limited to events which have occurred prior to a Participant's termination of service, nor is it necessary that the Administrator's finding of "cause" occur prior to termination. If the Administrator determines, subsequent to a Participant's termination of service, that either prior or subsequent to the Participant's termination the Participant engaged in conduct which would constitute "cause," then the Company's right to repurchase all of such Participant's Shares shall apply; and

20. EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY

Except as otherwise provided in a Participant's Agreement, the following rules apply if a Participant ceases to be an employee, director or consultant of the Company or of an Affiliate by reason of Disability: to the extent the Company's rights of repurchase have not lapsed on the date of Disability, they shall be exercisable; provided, however, that in the event such rights of repurchase lapse periodically, such rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant through the date of Disability as would have lapsed had the Participant not become Disabled. The proration shall be based upon the number of days accrued prior to the date of Disability.

21. EFFECT ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT

Except as otherwise provided in a Participant's Agreement, the following rules apply in the event of the death of a Participant while the Participant is an employee, director or consultant of the Company or of an Affiliate: to the extent the Company's rights of repurchase have not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such rights of repurchase lapse periodically, such rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant through the date of death as would have lapsed had the Participant not died. The proration shall be based upon the number of days accrued prior to the Participant's death.

22. PURCHASE FOR INVESTMENT

Unless the offering and sale of the Shares to be issued upon the particular exercise or acceptance of a Stock Right shall have been effectively registered under the Securities Act of

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1933, as now in force or hereafter amended (the "1933 Act"), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled:

a. The person(s) who exercise(s) or accept(s) such Stock Right shall warrant to the Company, prior to the receipt of such Shares, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing their Shares issued pursuant to such exercise or such grant:

"The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been compliance with all applicable state securities laws."

b. At the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise or acceptance in compliance with the 1933 Act without registration thereunder.

23. DISSOLUTION OR LIQUIDATION OF THE COMPANY

Upon the dissolution or liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants and Stock-Based Awards which have not been accepted will terminate and become null and void; provided, however, that if the rights of a Participant or a Participant's Survivors have not otherwise terminated and expired, the Participant or the Participant's Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such dissolution or liquidation. Upon the dissolution or liquidation of the Company, any outstanding Stock-Based Awards shall immediately terminate unless otherwise determined by the Administrator or specifically provided in the applicable Agreement.

24. ADJUSTMENTS

Upon the occurrence of any of the following events, a Participant's rights with respect to any Stock Right granted to him or her hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in a Participant's Agreement:

A. STOCK DIVIDENDS AND STOCK SPLITS. If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue

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any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock, the number of shares of Common Stock deliverable upon the exercise of an Option or acceptance of a Stock Grant may be appropriately increased or decreased proportionately, and appropriate adjustments may be made including, in the purchase price per share, to reflect such events. The number of Shares subject to options to be granted to directors pursuant to Paragraph 6(A)(e) and the number of Shares subject to the limitations in Paragraphs 3 and 4(c) shall also be proportionately adjusted upon the occurrence of such events.

B. CORPORATE TRANSACTIONS. If the Company is to be consolidated with or acquired by another entity in a merger, sale of all or substantially all of the Company's assets other than a transaction to merely change the state of incorporation (a "Corporate Transaction"), the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the "Successor Board"), shall, as to outstanding Options, either (i) make appropriate provision for the continuation of such Options by substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity; or (ii) upon written notice to the Participants, provide that all Options must be exercised (either (a) to the extent then exercisable or, (b) at the discretion of the Administrator, all Options being made fully exercisable for purposes of this Subparagraph), within a specified number of days of the date of such notice, at the end of which period the Options shall terminate; or
(iii) terminate all Options in exchange for a cash payment equal to the excess of the Fair Market Value of the Shares subject to such Options (either (a) to the extent then exercisable or, (b) at the discretion of the Administrator, all Options being made fully exercisable for purposes of this Subparagraph) over the exercise price thereof.

With respect to outstanding Stock Grants, the Administrator or the Successor Board, shall either (i) make appropriate provisions for the continuation of such Stock Grants by substituting on an equitable basis for the Shares then subject to such Stock Grants either the consideration payable with respect to the outstanding Shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity; or
(ii) upon written notice to the Participants, provide that all Stock Grants must be accepted (to the extent then subject to acceptance) within a specified number of days of the date of such notice, at the end of which period the offer of the Stock Grants shall terminate; or (iii) terminate all Stock Grants in exchange for a cash payment equal to the excess of the Fair Market Value of the Shares subject to such Stock Grants over the purchase price thereof, if any. In addition, in the event of a Corporate Transaction, the Administrator may waive any or all Company repurchase rights with respect to outstanding Stock Grants.

C. RECAPITALIZATION OR REORGANIZATION. In the event of a recapitalization or reorganization of the Company, other than a Corporate Transaction, pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be entitled to receive for the purchase price paid upon such exercise or acceptance the number of replacement securities which would have been

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received if such Option had been exercised or Stock Grant accepted prior to such recapitalization or reorganization.

D. ADJUSTMENTS TO STOCK-BASED AWARDS. Upon the happening of any of the events described in Subparagraphs A, B or C above, any outstanding Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator or the Successor Board shall determine the specific adjustments to be made under this Paragraph 24 and, subject to Paragraph 4, its determination shall be conclusive.

E. MODIFICATION OF ISOS. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph A, B or C above with respect to ISOs shall be made only after the Administrator determines whether such adjustments would constitute a "modification" of such ISOs (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Administrator determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments, unless the holder of an ISO specifically requests in writing that such adjustment be made and such writing indicates that the holder has full knowledge of the consequences of such "modification" on his or her income tax treatment with respect to the ISO.

25. ISSUANCES OF SECURITIES

Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.

26. FRACTIONAL SHARES

No fractional shares shall be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares equal to the Fair Market Value thereof.

27. CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS

The Administrator, at the written request of any Participant, may in its discretion take such actions as may be necessary to convert such Participant's ISOs (or any portions thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the Participant is an employee of the Company or an Affiliate at the time of such conversion. At the time of such conversion, the Administrator (with the consent of the Participant) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Administrator in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have such Participant's ISOs converted into Non-

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Qualified Options, and no such conversion shall occur until and unless the Administrator takes appropriate action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that has not been exercised at the time of such conversion.

28. WITHHOLDING

In the event that any federal, state, or local income taxes, employment taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant's salary, wages or other remuneration in connection with the exercise or acceptance of a Stock Right or in connection with a Disqualifying Disposition (as defined in Paragraph 29) or upon the lapsing of any right of repurchase, the Company may withhold from the Participant's compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company's Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the fair market value of the shares withheld for purposes of payroll withholding shall be determined in the manner provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the fair market value of the shares withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator in its discretion may condition the exercise of an Option for less than the then Fair Market Value on the Participant's payment of such additional withholding.

29. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION

Each Employee who receives an ISO must agree to notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any disposition (including any sale or gift) of such shares before the later of (a) two years after the date the Employee was granted the ISO, or (b) one year after the date the Employee acquired Shares by exercising the ISO, except as otherwise provided in
Section 424(c) of the Code. If the Employee has died before such stock is sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.

30. TERMINATION OF THE PLAN

The Plan will terminate on May 13, 2015, the date which is ten years from the earlier of the date of its adoption by the Board of Directors and the date of its approval by the shareholders of the Company. The Plan may be terminated at an earlier date by vote of the shareholders or the Board of Directors of the Company; provided, however, that any such earlier termination shall not affect any Agreements executed prior to the effective date of such termination.

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31. AMENDMENT OF THE PLAN AND AGREEMENTS

The Plan may be amended by the shareholders of the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options under Section 422 of the Code, and to the extent necessary to qualify the shares issuable upon exercise or acceptance of any outstanding Stock Rights granted, or Stock Rights to be granted, under the Plan for listing on any national securities exchange or quotation in any national automated quotation system of securities dealers. Any amendment approved by the Administrator which the Administrator determines is of a scope that requires shareholder approval shall be subject to obtaining such shareholder approval. Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right previously granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator, outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant.

32. EMPLOYMENT OR OTHER RELATIONSHIP

Nothing in this Plan or any Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any period of time.

33. GOVERNING LAW

This Plan shall be construed and enforced in accordance with the law of the State of Nevada.

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EXHIBIT 10.2

TOUCHSTAR SOFTWARE CORPORATION RESELLER AGREEMENT
DATED SEPTEMBER 14, 2005

TOUCHSTAR SOFTWARE CORPORATION

RESELLER AGREEMENT

This Reseller Agreement is made and entered into as of this 14 day of SEPTEMBER, 200_ (the "Effective Date"), by and between TOUCHSTAR SOFTWARE CORPORATION, a Delaware corporation with its principal place of business at 3025 South Parker Road, Suite 925, Aurora, Colorado 80014, United States ("TouchStar"), and WORLDWIDE STRATEGIES, a NEVADA corporation, with its principal place of business at 3801-E FLORIDA AVE STE 400 DENVER, CO 80210 ("Reseller").

RECITALS

A. TouchStar produces and distributes the TouchStar Software and provides the related Support Services.

B. Reseller has represented to TouchStar that it possesses experience, knowledge, and skill in the calling service industry and has the capability to effectively market and distribute the TouchStar Software and Support Services in the Territory.

C. Reseller desires to market and distribute the TouchStar Software to Customers as a non-exclusive value added reseller in the Territory pursuant to the terms contained in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual promises set forth in this Agreement, and intending legally to be bound hereby, the parties agree as follows:

1. DEFINITIONS.

In addition to the terms defined elsewhere in this Agreement, the following terms shall have the meanings set forth below (such meanings to be equally applicable to the singular as well as the plural forms of the terms defined):

"AAA" has the meaning ascribed to that term in Section 10.12(b) of this Agreement.

"AAA Rules" has the meaning ascribed to that term in Section 10.12(b) of this Agreement.

"Affiliate" as used in this Agreement with respect to an Entity, means any person controlling, controlled by or under common control with such Entity. For the purpose of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of an Entity, whether through the ownership of voting securities or otherwise.

"Agreement" means this Reseller Agreement and the Exhibits attached hereto as the same may be amended from time to time in accordance with the terms set forth herein.

Rev 3/05

"Ancillary Software" has the meaning ascribed to that term in Section 4.13 of this Agreement.

"Annual Marketing Plan" has the meaning ascribed to that term in
Section 4.3 of this Agreement.

"Assessment" has the meaning ascribed to that term in Section 6.2 of this Agreement.

"Confidential Information" means any and all trade secrets and other confidential information and know-how related directly or indirectly to TouchStar's business or its products, including inventions, materials, formulae, confidential research, technical information, technology, general know-how, patterns, specifications, systems data, equipment, operating standards and procedures, developments and improvements, computer programs, operating systems, source code, object code, middleware, firmware, information regarding projects, programs and sales, names and addresses of past and present customers, pricing data, internal procedures, systems, methods forms, manuals, financial data, price lists, customer service information, marketing information, and all other information relating to TouchStar, the TouchStar Software, Support Services, or other products or services of TouchStar that is not generally known to the public.

"Copyrights" means all right, title, and interest of TouchStar in and to all copyrights and rights and interests in copyrights and works protectible by copyright, whether now owned or hereafter acquired or created by TouchStar (in whole or in part) and all renewals and extensions thereof, throughout the universe and in perpetuity, whether or not registered or recorded in the United States Copyright Office or in the copyright office or agency of any other country or jurisdiction and including all works based upon, incorporated in, derived from, incorporating or relating to all works covered by copyright, including copyrights or rights or interests in copyrights registered or recorded in the United States Copyright Office or in the copyright office or agency of any other country or jurisdiction.

"Customer" means a third party end-user with headquarter offices in the Territory to whom or to which Reseller resells or causes the resale of the TouchStar Software and Support Services.

"Dollars" or "US$" means the lawful currency of the United States.

"Effective Date" has the meaning ascribed to that term in the introductory paragraph of this Agreement.

"Entity" means any general partnership (including a limited liability partnership), limited partnership (including a limited liability limited partnership), limited liability company, corporation, joint venture, trust, business trust, cooperative, association or any foreign trust or foreign business organization.

"Fees" means the installation fees, licensing fees and support service fees owed by Reseller to TouchStar, as set forth on EXHIBIT A.

"Government Controls" means economic and other sanctions instituted by a Governmental Body related to certain transactions, such as the transfer of technology and technical data, the transfer of funds, the provisions of goods and services, and other dealings, including, but not limited to, sanctions administered by the United States government pursuant to the United States Export Administration Act, the United States Arms Export Control Act, the International Emergency Economic Powers Act, the United States Foreign Corrupt Practices Act of 1977, all as amended, and the USA PATRIOT Act, and the regulations promulgated thereunder and certain regulations promulgated by the United States Department of Treasury.

"Governmental Body" means any (a) nation, state, country, or other jurisdiction of any nature, (b) national, federal, state, local, municipal, foreign, or other government, governmental, or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), or (c) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

"Intellectual Property Rights" means the Confidential Information of TouchStar, the Copyrights, the Patents, and the Trademarks.

"Legal Requirements" means any national, federal, state, local, municipal, foreign, international, multinational, or other administrative order, law, constitutional law, ordinance, principle of law, regulation, statute, treaty, directive or decree, including Government Controls.

"License Agreement" means the license agreement to be provided to each Customer with regard to the use by such Customer of the TouchStar Software, in the form of EXHIBIT B, attached to this Agreement.

"Licenses" means those software and other licenses from third parties necessary lawfully to provide the Support Services.

"Marketing Materials" has the meaning ascribed to that term in Section 3.2 of this Agreement.

"Other Reseller" means any person or Entity acceptable to TouchStar in its sole discretion with whom or with which Reseller enters into an Other Reseller Agreement to promote, market, distribute, license and sell the TouchStar Software and Support Services to Customers in the Territory; PROVIDED that such person or Entity shall not be an end-user of either the TouchStar Software or the Support Services.

"Other Reseller Agreement" has the meaning ascribed to that term in
Section 2.2(a)(i) of this Agreement.

"Patents" means (a) all right, title and interest of TouchStar in and to all applicable Letters Patent and applications for Letters Patent and the inventions described therein and any Letters Patent which may issue therefrom and which have been or may have been filed in the United States or in any other country for any such inventions or for any improvements, reissues, divisions, continuations, renewals, additions, extensions, substitutes, continuations-in-part which may be made, filed, or

granted on any of them, including the rights to all benefits therefrom arising under the International Convention for the Protection of Industrial Property or any other international treaty affecting such rights; (b) any right, title and interest of TouchStar in any utility model, design registration, trade secret, confidential research, development and commercial information, know-how, technical information, engineering, practical information, patterns, specifications, formulae, manufacturing procedures, quality control, data and procedures, systems' data, software programs, equipment, operating standards and applications, developments, and improvements; and (c) any rights to licenses or other benefits under any Letters Patent, applications for Letters Patent and/or invention, utility model registration, design registration and inventor's certificate anywhere in the world, whether or not patentable, which are obtained by TouchStar or to which TouchStar becomes entitled during the term of this Agreement.

"Private Label Software" has the meaning ascribed to that term in
Section 7.2 of this Agreement.

"Quotas" has the meaning ascribed to that term in Section 4.11 of this Agreement.

"Registered Leads" has the meaning ascribed to that term in Section 2.6 of this Agreement.

"Reseller" has the meaning ascribed to that term in the introductory paragraph of this Agreement, including its legal representatives, successors, and assigns.

"Reseller Marks" has the meaning ascribed to that term in Section 7.2 of this Agreement.

"Reverse Engineer" means translate, disassemble, decompile, analyze, reverse engineer or reverse program, or otherwise attempt to derive the code or programming for the TouchStar Software or the Private Label Software.

"Specifications" has the meaning ascribed to that term in Section 3.4(a) of this Agreement.

"Support Services" means those support services related to the TouchStar Software as described in the attached EXHIBIT C.

"Technical Prerequisites" has the meaning ascribed to that term in
Section 3.4(b) of this Agreement.

"Term" has the meaning ascribed to that term in Section 8.1 of this Agreement.

"Territory" means the geographical region described in the attached
EXHIBIT D.

"TouchStar" has the meaning ascribed to that term in the introductory paragraph of this Agreement, including its legal representatives, successors, and assigns.

"TouchStar Intellectual Property Rights" means the Copyrights, the Patents, and the Trademarks.

"TouchStar Software" means the software necessary for the operation of call center systems which is being licensed by TouchStar pursuant to this Agreement. In the event that TouchStar develops Private Label Software for Reseller, the term "TouchStar Software," when the context so requires, shall include Private Label Software.

"Trademarks" means all right, title and interest of TouchStar in and to
(a) all trademarks, trade names, trade styles, service marks, logos, trade dress, unpatentable designs, and designations and indicia of any kind, now existing or hereafter adopted or acquired, and all registrations and recordings thereof, including applications, registrations, and recordings in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof, any other country or jurisdiction or any political subdivision thereof, all whether now owned or hereafter acquired by TouchStar and all reissues, extensions, or renewals thereof, and (b) any licenses of or licensing agreements (including registered user agreements) pertaining to any of the foregoing, together with all amendments, supplements, modifications or extensions thereof.

"United States" means the United States of America and its territories and possessions.

2. APPOINTMENT OF RESELLER.

2.1 NONEXCLUSIVE RESELLER. Subject to applicable Legal Requirements:

(a) TouchStar hereby appoints Reseller as its nonexclusive value- added reseller for the limited purposes of promoting, marketing, distributing, licensing and selling the TouchStar Software and Support Services in the Territory, and Reseller accepts the appointment as such. Reseller shall have the right under this Agreement to promote, market, distribute, license and sell the TouchStar Software and Support Services to Customers in the Territory. TouchStar reserves the right to provide the TouchStar Software and Support Services to other customers in the Territory and/or to appoint additional distributors or representatives in all or any part of the Territory.

2.2 OTHER RESELLERS. Subject to applicable Legal Requirements and to the provisions of this Section 2.2:

(a) Reseller may promote, market, distribute, license and sell TouchStar Software and Support Services in the Territory through Other Resellers; PROVIDED that:

(i) Reseller notifies TouchStar in writing in respect of each Other Reseller that Reseller intends to use to promote, market, distribute, license and sell TouchStar Software and Support Services in the Territory;

(ii) TouchStar approves in writing each Other Reseller that Reseller intends to use to promote, market, distribute, license and sell TouchStar Software and Support Services in the Territory, which approval TouchStar may grant in its sole discretion;

(iii) Reseller enters into a binding written agreement with each Other Reseller (the "Other Reseller Agreement"), which Other Reseller Agreement incorporates the terms, conditions, duties, rights and obligations of this Agreement;

(iv) Reseller provides to TouchStar a fully executed copy of each Other Reseller Agreement;

(v) each Other Reseller shall promote, market, distribute, license and sell the TouchStar Software and the Support Services only in the Territory and only in accordance with the provisions of this Agreement, including, but not limited to, delivery of License Agreements to Customers, and compliance with Legal Requirements and Government Controls; and

(vi) Reseller shall terminate any Other Reseller Agreement in the event that the Other Reseller to whom or to which the Other Reseller Agreement relates fails to comply with the terms and conditions of such Other Reseller Agreement or this Agreement. Any Other Reseller shall obtain the TouchStar Software and the Support Services directly from the Reseller.

(b) Reseller shall be responsible for all actions of Other Resellers with regard to the promotion, marketing, distribution, licensing and sale of TouchStar Software. Reseller shall be liable for any unauthorized or illegal use of the TouchStar Software by any Other Reseller, including, but not limited to, any actions or attempts to Reverse Engineer the TouchStar Software and any promotion, marketing, distribution, licensing or sale of the TouchStar Software in violation of Government Controls or other Legal Requirements.

(c) No Other Reseller shall have the right to use, copy, modify, alter or Reverse Engineer any TouchStar Software whatsoever, and Reseller shall take all necessary steps to ensure that all acts or any Other Reseller related in any way to the TouchStar Software are consistent with the terms and conditions of this Agreement.

2.3 RESELLER'S OBLIGATION NOT TO COMPETE. Reseller shall not obtain the TouchStar Software or Support Services (or any software or services which compete with the TouchStar Software) for sale from any Entity other than TouchStar or its authorized agents. Nothing contained in this Agreement is intended to limit Reseller from responding to unsolicited requests from Customers from outside of the Territory; PROVIDED, HOWEVER, that Reseller shall (a) immediately notify TouchStar upon receipt of any such request and (b) not seek customers of TouchStar Software or Support Services in any other location other than in the Territory. Reseller shall not sell TouchStar Software or Support Services to any person or Entity outside the Territory or within the Territory if, to Reseller's knowledge, any such person or Entity intends to resell the TouchStar Software or Support Services outside of the Territory. Reseller shall not import, promote, distribute, license, market or sell any products in

the Territory which directly compete with the TouchStar Software or Support Services.

2.4 CHANGES IN TOUCHSTAR SOFTWARE AND SUPPORT SERVICES. TouchStar shall have the right at any time and from time to time, in its sole discretion, (a) to change the TouchStar Software or Support Services included within the scope of this Agreement by providing written notice to Reseller at least thirty (30) days prior to the date the change becomes effective and (b) to change the design, capabilities or other characteristics of the TouchStar Software or Support Services, or discontinue the production or marketing of all or any portion of the TouchStar Software or Support Services, without prior notice of any kind. Upgrades and enhancements to the TouchStar Software or Support Services shall automatically be deemed included as TouchStar Software or Support Services, as applicable, unless TouchStar notifies Reseller otherwise.

2.5 USE OF TOUCHSTAR SOFTWARE.

(a) TouchStar hereby grants to Reseller, with the additional right to grant to Other Resellers who or which enter into an Other Reseller Agreement, the nontransferable and nonexclusive right and license to use one copy of the TouchStar Software as necessary to demonstrate the TouchStar Software to potential Customers in the Territory. Reseller shall not copy, modify, alter, Reverse Engineer or transfer, electronically or otherwise, any TouchStar Software.

(b) TouchStar reserves the absolute right, without providing notice to Reseller, to include software code or other markings in the TouchStar Software (and the Private Label Software) to assist TouchStar in monitoring the compliance by Reseller and Other Resellers with their respective obligations not to copy, modify, alter, modify or Reverse Engineer the TouchStar Software. In addition, in order to protect TouchStar's rights in and to the TouchStar Software, THE TOUCHSTAR SOFTWARE MAY CONTAIN A PROPRIETARY SCHEME THAT ALLOWS TOUCHSTAR TO DISABLE USE OF THE TOUCHSTAR SOFTWARE BY RESELLER, ANY OTHER RESELLER, OR CUSTOMER. TOUCHSTAR MAY DISABLE THE TOUCHSTAR SOFTWARE IN THE EVENT THAT TOUCHSTAR DISCOVERS THAT RESELLER OR ANY OTHER RESELLER HAS, OR HAS ATTEMPTED TO, COPY, MODIFY, ALTER OR REVERSE ENGINEER THE TOUCHSTAR SOFTWARE.

2.6 LEADS FOR TOUCHSTAR SOFTWARE. Reseller shall solicit orders for TouchStar Software from potential Customers and shall submit such leads in writing to TouchStar (the "Registered Leads"). No Registered Leads shall be binding on TouchStar until accepted by TouchStar, and TouchStar reserves the right to reject any order or to cancel the same or any part of it after acceptance, for credit or for any other reason whatsoever deemed by TouchStar to be sufficient. Each Registered Lead shall include: (a) the name, address and telephone number of the Customer; (b) a list of the TouchStar Software and Support Services to be provided; (c) the delivery address for

the TouchStar Software, whether to Reseller or Customer; (d) the proposed shipment date; and (e) a reference to this Agreement.

2.7 LEAD TIMES. Registered Leads shall be submitted at least thirty (30) days prior to the requested shipping date for any TouchStar Software or Support Services.

3. TOUCHSTAR'S DUTIES.

3.1 AVAILABILITY OF SUPPORT SERVICES. TouchStar shall use reasonable commercial efforts to maintain or cause to be maintained the availability of the TouchStar Software and Support Services to Customers in the Territory.

3.2 MARKETING AND PROMOTIONAL LITERATURE. TouchStar shall provide to Reseller marketing presentations and other literature prepared by TouchStar in the ordinary course of business describing the TouchStar Software and Support Services in order to assist Reseller in the marketing of the Support Services in the Territory (the "Marketing Materials"). The Marketing Materials will contain some or all of the Trademarks. Reseller may include its trademarks, service marks or other logos on the Marketing Materials; provided that Reseller may not remove, replace or otherwise modify the Trademarks included on such Marketing Materials.

3.3 LICENSES. TouchStar shall grant to Reseller those Licenses necessary for Reseller to provide Support Services to Customers. TouchStar shall charge to Reseller the cost incurred by TouchStar to obtain such Licenses.

3.4 INSTALLATION.

(a) At the request and on behalf of Reseller and any Other Reseller, TouchStar will install call center systems at Customer locations; PROVIDED that (i) TouchStar and Reseller or any Other Reseller, as applicable, agree in writing on the configuration of such call center systems (the "Specifications") and (ii) Reseller and any Other Reseller informs the Customer that TouchStar is installing the call center system on behalf of such Reseller or any Other Reseller.

(b) TouchStar will use reasonable commercial efforts to install the call center system on behalf of Reseller or any Other Reseller in a timely fashion. However, TouchStar and Reseller or any Other Reseller recognize and agree that the installation of the call center system depends on (i) TouchStar receiving certain information and data from Customer, (ii) Customer providing on a timely basis the necessary technical prerequisites for the installation of the call center system, such as T-1 lines, cabling and workstations (the "Technical Prerequisites"), and
(iii) the number and type of any change orders requested by the Customer during the installation of the call center system. TouchStar will not be responsible for any delays in the installation of the call center system based on whole or in part on (i) delays by the Customer in providing information and data to TouchStar required for the installation of the call center system, (ii) the delay or failure by the Customer

to provide the Technical prerequisites, and (iii) any change orders requested with regard to the call center system.

4. RESELLER'S DUTIES.

4.1 TECHNICAL AND SALES CAPABILITIES. Reseller acknowledges that the proper marketing and support of the TouchStar Software and Support Services requires substantial expertise and commitment. Reseller shall at all times during the term of this Agreement, at its expense, maintain the ability (a) to provide competent and adequate technical assistance, service and support, (b) to explain in detail to its Customers the features and capabilities of the Support Services, (c) to assist Customers in determining which configuration of the Support Services will best meet their particular needs and desires, and (d) otherwise to carry out its obligations under this Agreement.

4.2 DISTRIBUTION OF TOUCHSTAR SOFTWARE AND SUPPORT SERVICES. Reseller shall use its best endeavors to vigorously promote and resell the TouchStar Software and Support Services within the Territory.

4.3 MARKETING PLAN. Reseller shall be responsible for developing and implementing an annual marketing plan and system for reselling the TouchStar Software and the Support Services (the "Annual Marketing Plan"), which Annual Marketing Plan shall, prior to any use by Reseller, be approved by TouchStar. The Annual Marketing Plan shall be submitted to TouchStar no later than thirty (30) days after the Effective Date.

4.4 MARKETING PRACTICES. Reseller shall at all times conduct its business in a manner that reflects favorably on the TouchStar Software, the Support Services and upon TouchStar's name, goodwill, and reputation. Reseller shall demonstrate and otherwise represent the TouchStar Software and the Support Services fairly in comparison with competitive products and shall not make any false or misleading comparisons or representations regarding the TouchStar Software or the Support Services or any representations relating to the TouchStar Software or the Support Services that are inconsistent with TouchStar's product literature, or warranties. Reseller shall not engage in any illegal, deceptive, misleading, or unethical practices that may be detrimental to TouchStar.

4.5 PRODUCT LITERATURE. Subject to the provisions of Section 3.2, Reseller shall have the right to use and distribute the Marketing Literature to Customers. In the event Reseller desires to use, in connection with sales of the Support Services, any literature, technical data, price lists, promotional materials, or similar materials (including, for example, any materials written in any language other than English) other than the Marketing Materials, Reseller shall prepare such materials at its expense. All such materials shall be submitted to TouchStar for approval, and Reseller shall not use, in connection with the sale of the Support Services, any materials that have not been prepared or approved by TouchStar.

4.6 CUSTOMER ASSISTANCE. Reseller, at its expense, shall provide assistance to its Customers in connection with the TouchStar Software and Support Services,

including installation assistance, direction regarding the operation of the TouchStar Software and Support Services, and other similar assistance.

4.7 SOFTWARE LICENSE AGREEMENT. Reseller and each Other Reseller shall deliver to each Customer a copy of the License Agreement. TouchStar shall have the right to modify the terms and conditions of the License Agreement from time to time, in the sole discretion of TouchStar. Upon request from TouchStar, Reseller and each Other Reseller shall deliver the License Agreement prior to delivery of the TouchStar Software and Support Services. Reseller shall provide TouchStar with the name and address of each Customer who or which receives a copy of the License Agreement, whether from Reseller or from an Other Reseller.

4.8 REPORTS, FORECASTS. As frequently as TouchStar reasonably requests (but in no event less than quarterly), Reseller shall provide to TouchStar written reports showing (a) Reseller's current Customers for TouchStar Software and Support Services, (b) forecasts of Reseller's anticipated orders for TouchStar Software and Support Services, and
(c) any other information regarding the TouchStar Software and Support Services and the resale of TouchStar Software and Support Services that TouchStar reasonably requests. All expenses associated with such written reports shall be borne by Reseller.

4.9 NOTIFICATION. Reseller shall report promptly to TouchStar concerning any market information that comes to Reseller's attention regarding TouchStar, the TouchStar Software or the Support Services, including information regarding TouchStar's market position and the competitiveness of the TouchStar Software or the Support Services in the marketplace. Reseller shall report promptly to TouchStar all claimed or suspected defects in the TouchStar Software or Support Services and shall notify TouchStar in writing of any claim or proceeding involving the TouchStar Software or Support Services within five (5) days after Reseller learns of the claim or proceeding.

4.10 COMPLIANCE WITH LAWS. Reseller and each Other Reseller shall conduct its business in compliance with all applicable laws and regulations in any way related to the Support Services, and performance of Reseller's duties under this Agreement. Without limiting the generality of the foregoing, Reseller shall:

(a) Comply with all applicable international, national, regional and local laws and rules in and of the Territory now in effect or hereafter enacted or issued relating to the TouchStar Software and the Support Services;

(b) Comply with any requirement for the registration or recording of this Agreement with any Governmental Body in the Territory;

(d) Comply at all times, and cause persons under its control to comply at all times, with any and all Government Controls and other Legal Requirements;

(e) Refrain from any action or omission which will cause TouchStar to be in violation of any law of any jurisdiction in the Territory or of any other Legal Requirement, including Government Controls.

4.11 PERFORMANCE QUOTAS. Each Annual Marketing Plan developed by Reseller during the term of this Agreement and any extension thereof shall contain quotas mutually agreed between TouchStar and Reseller for the sale by Reseller of TouchStar Software and Support Services in the Territory for the year to which such Annual Marketing Plan relates (the "Quotas"). Reseller acknowledges that meeting the Quotas is an essential element of this Agreement and that this Agreement may be terminated by TouchStar if, in TouchStar's reasonable opinion, Reseller will not meet the Quotas during the Term or any extension thereof.

4.12 INSURANCE. At a minimum, Reseller will subscribe for and maintain during the Term and for a period of two (2) years thereafter, commercial general liability insurance and errors and omission insurance in minimum amounts of Two Million Dollars (US$2,000,000) per occurrence. Reseller will cause its insurance agent or broker to issue and deliver to TouchStar certified copies of certificates evidencing that insurance coverage of the required types and limits are in full force and effect. Reseller will ensure that any persons or entities engaged by or employed by it will carry and maintain such insurance coverage. Each policy will include a provision requiring notice to the other party at least thirty (30) days prior to any cancellation, non-renewal, or material modification of the policy and will require that each policy will name TouchStar as an additional insured.

4.13 ANCILLARY SOFTWARE. Reseller shall have the right to develop ancillary software compatible with the TouchStar Software for the use of its Customers, including, but not limited to translations of the TouchStar Software for use in languages other than English (the "Ancillary Software"). In the event Reseller decides to develop Ancillary Software, Reseller shall give TouchStar thirty (30) days notice of its intent to develop the Ancillary Software. TouchStar, at its sole discretion may decide to assist with the development of the Ancillary Software. TouchStar shall own all Ancillary Software.

4.14 TECHNICAL PREREQUISITES. In the event that TouchStar installs call center systems on behalf of Reseller, Reseller shall provide to TouchStar any and all information on Technical Prerequisites reasonably requested by TouchStar in order to assist TouchStar in the installation of the applicable call center system.

4.15 COVENANT NOT TO SOLICIT. During the Term, and for a period of one year following the termination or expiration of this Agreement, Reseller will not, directly or indirectly, make an offer of employment to any current employee of TouchStar or otherwise encourage or solicit any current employee of TouchStar to leave the employ of TouchStar for any reason, or to devote less than all of such employee's efforts to the affairs of TouchStar, without (a) the prior written agreement of TouchStar, which TouchStar may grant in its sole discretion, and (b) the payment by Reseller to TouchStar of a mutually agreeable severance fee. Reseller will not make an offer of

employment to any former employee of TouchStar for a period of four
(4) months after such employee leaves the employ of TouchStar. In the event that a court of competent jurisdiction refuses to enforce all or any portion of this Section 4.15, then such unenforceable portion will be eliminated or modified, but only to the extent necessary to permit the remaining portion of this Section 4.15 to be enforced. In the event that any provisions of this Section 4.15 are deemed to exceed the time, geographic or scope limitations permitted by applicable law, such provisions will be reformed to the maximum time, geographic or scope limitations, as the case may be, permitted by applicable law.

5. TECHNICAL ASSISTANCE.

5.1 TOUCHSTAR SOFTWARE INFORMATION. TouchStar shall make available to Reseller in English such technical information relating to the TouchStar Software as it makes available to its other Resellers generally. Reseller is not entitled to receive any source code or other technical information relating to the TouchStar Software.

5.2 UPGRADE OF RESELLER'S CUSTOMERS. Reseller shall use reasonable commercial efforts to upgrade the software used by its Customers prior to the Effective Date to the TouchStar Software. At Reseller's request, TouchStar shall provide to Reseller and its employees assistance relating to the upgrade of software used by Reseller's Customers as of the Effective Date.

5.3 ADDITIONAL ASSISTANCE. TouchStar shall provide to Reseller, the Other Resellers, and its and their employees assistance relating to the TouchStar Software as reasonably requested by Reseller, but in any event in an amount not to exceed twenty (20) hours of assistance per month. In the event TouchStar provides assistance to Reseller related to technical aspects of the TouchStar Software or related to the preparation of literature, technical aspects of the TouchStar Software or related to the preparation of literature, technical materials or promotional materials, Reseller shall promptly reimburse TouchStar for any out-of-pocket expenses incurred by TouchStar in connection with rendering such assistance, including all travel expenses, lodging, and meals. TouchStar may also charge reasonably hourly or per diem rates for some or all of the services rendered under this provision, provided that TouchStar notifies Reseller before the services are rendered of the rates that will apply to the services. Nothing in this
Section 5.3 shall be construed to obligate TouchStar to provide assistance of any kind to Reseller. In the event TouchStar agrees to provide assistance, the assistance shall at all times be subject to the availability of TouchStar's personnel.

6. TERMS AND CONDITIONS OF SALE.

6.1 PRICE AND PAYMENT.

(a) TouchStar shall sell the TouchStar Software and Support Services, and provide for the installation of call center systems, for the Fees. The Fees shall be valid only for TouchStar Software and Support Services sold by Reseller or Other Resellers to Customers, and the installation of call center systems on

behalf of Reseller and any Other Resellers at Customer locations, in the Territory during the Term. TouchStar shall have the right at any time and from time to time to change the Fees by providing to Reseller written notice at least thirty
(30) days prior to the date the change becomes effective. TouchStar may change the Fees from time to time in its sole discretion; PROVIDED, HOWEVER, that new Fees shall not apply to any agreement to provide Support Services accepted by TouchStar before Reseller receives notice of the change.

(b) TouchStar will invoice Reseller for payment of the Fee incurred within ten (10) days after the end of each billable month. Payment of the Fees shall be due and payable within ten (10) days of the date of the invoice. All or any portion of the Fees not paid when due shall bear interest at the rate of one and one-half (1.5%) per month, calculated from the date such payment is due until the date on which such payment is made, inclusive; PROVIDED, HOWEVER, that if such interest rate exceeds the amount allowed by applicable law, then the interest rate shall be adjusted to reflect the maximum amount allowed by such applicable law.

6.2 ASSESSMENTS. Reseller shall pay when due, and indemnify and hold TouchStar harmless from any and all taxes, value added taxes, general service taxes, duties, assessments and other fees associated with the providing by Reseller of the TouchStar Software and the Support Services, and the installation of call center systems on behalf of Reseller, to Customers in the Territory pursuant to this Agreement ("Assessments"). If Reseller fails to pay any Assessments when due, and TouchStar receives any Assessment from any Governmental Body, then TouchStar shall give written notice of the Assessment to Reseller. Failure by Reseller immediately to pay such Assessment may, in TouchStar's sole discretion, result in the immediate termination of this Agreement.

6.3 OTHER TERMS AND CONDITIONS. The terms and conditions of this Agreement and of the applicable TouchStar invoice or confirmation shall apply to all TouchStar Software and Support Services, and the installation of call center systems, provided by TouchStar under this Agreement. Terms in Reseller's purchase orders and other printed forms shall not apply to any order, notwithstanding TouchStar's acknowledgment or acceptance of the order. In the event of any conflict between the terms of this Agreement and any standard forms of either TouchStar or Reseller, the terms of this Agreement shall govern. Reseller shall not, and is not authorized to, make any warranties as to the TouchStar Software and Support Services, or with regard to the installation of call center systems by TouchStar, and any warranties exceeding the scope of TouchStar warranties shall be null and void, subject only to contrary legal requirements applicable to the Territory.

6.4 LIMITED WARRANTY. TouchStar warrants that (a) with regard to the TouchStar Software, (i) TouchStar will convey good title to the TouchStar Software free and clear of any claims, liens, security agreements or other encumbrances and (ii) for a period of ninety (90) days after delivery, the TouchStar Software will perform in all

material respects with the specifications contained in TouchStar's technical literature with regard to the TouchStar Software, (b) the Support Services will be provided in a good and workmanlike manner consistent with industry practices, and (c) with regard to call center systems installed by TouchStar, (i) TouchStar will convey good title to the call center system free and clear of any claims, liens, security agreements or other encumbrances and (ii) the call center system will be installed in a good and workmanlike manner substantially in conformance with the Specifications. EXCEPT AS PROVIDED IN THIS SECTION 6.4, TOUCHSTAR DOES NOT WARRANT THE TOUCHSTAR SOFTWARE OR SUPPORT SERVICES, OR THE INSTALLATION OF ANY CALL CENTER SYSTEM, TO RESELLER, ANY OTHER RESELLER OR ANY CUSTOMER. TOUCHSTAR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATING THERETO. TOUCHSTAR IS UNAWARE OF THE USE OF ANY CALL CENTER SYSTEM INSTALLED BY TOUCHSTAR. TOUCHSTAR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER WITH REGARD TO THE USE OF ANY CALL CENTER SYSTEM, INCLUIDNG WHETHER THE USE OF THE CALL CENTER SYSTEM CONFORMS TO APPLICABLE FEDERAL, STATE AND LOCAL LAWS. RESELLER BEARS SOLE RESPONSIBILITY TO DETERMINE WHETHER THE USE OF A CALL CENTER SYSTEM BY A CUSTOMER COMPLIES WITH APPLICABLE FEDERAL STATE AND LOCAL LAWS. SHOULD APPLICABLE LAW NOT PERMIT THE FOREGOING EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, THEN TOUCHSTAR HEREBY GRANTS THE MINIMUM EXPRESS AND IMPLIED WARRANTIES REQUIRED BY SUCH APPLICABLE LAW.

6.5 LIMITATION OF LIABILITY. IN NO EVENT SHALL TOUCHSTAR BE LIABLE TO RESELLER, ANY OTHER RESELLER OR ANY CUSTOMER BY REASON OF ANY REPRESENTATION OR IMPLIED WARRANTY, CONDITION, OTHER TERM, OR ANY DUTY AT COMMON LAW, OR UNDER THE TERMS OF THIS AGREEMENT, FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGE (WHETHER FOR LOSS OF PROFIT OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH ANY ACT OR OMISSION OF TOUCHSTAR RELATING TO THE DEVELOPMENT, MANUFACTURE, OR SUPPLY OF THE TOUCHSTAR SOFTWARE, THE SERVICES, OR THE INSTALLATION OF ANY CALL CENTER SYSTEM, THEIR RESALE BY RESELLER, OR THEIR USE BY ANY CUSTOMER OR OTHER END USER. TOUCHSTAR SHALL NOT BE LIABLE FOR THE PROVISION OF SERVICES BY RESELLER OR ANY OTHER RESELLER, OR ANY ALTERATIONS OR MODIFICATIONS BY RESELLER TO THE TOUCHSTAR SOFTWARE OR ANY CALL CENTER SYSTEM. THE SOLE OBLIGATION OF TOUCHSTAR, AND THE SOLE REMEDY OF RESELLER OR ANY OTHER RESELLER, UNDER THIS AGREEMENT SHALL BE (A) WITH REGARD TO THE TOUCHSTAR SOFTWARE OR ANY CALL CENTER SYSTEM, THE REPLACEMENT OR REPAIR OF THE TOUCHSTAR SOFTWARE OR THE CALL CENTER SYSTEM OR, AT THE OPTION OF TOUCHSTAR, THE RETURN OF THE PURCHASE PRICE PAID BY RESELLER

FOR SUCH TOUCHSTAR SOFTWARE OR CALL CENTER SYSTEM AND (B) WITH REGARD
TO SERVICES, THE REPERFORMANCE OF THE SERVICES.

7. INTELLECTUAL PROPERTY RIGHTS.

7.1 OWNERSHIP OF INTELLECTUAL PROPERTY.

(a) Reseller acknowledges that TouchStar owns or has rights to license the intellectual property and proprietary rights in, to, and relating to the TouchStar Software and Support Services, including, but not limited to, the Intellectual Property Rights.

(b) To the extent that Reseller or any Other Reseller is deemed to be the owner of all or any portion of the TouchStar Software, any Intellectual Property Rights of TouchStar or any Ancillary Software, or any improvements or intellectual property rights related thereto pursuant to applicable law, Reseller (i) hereby assigns exclusively to TouchStar all rights of Reseller in and to such Software and any improvements and intellectual property rights related thereto royalty-free and exclusively and (ii) shall include in any Other Reseller Agreement provision by which any Other Reseller grants to TouchStar an exclusive, perpetual, irrevocable, royalty-free assignment of all deemed rights of such Other Reseller in and to such TouchStar Software, Ancillary Software and Intellectual Property Rights. Reseller shall execute, and shall cause any Other Reseller to execute, any such documents and instruments necessary to vest in TouchStar the deemed ownership rights of Reseller or Other Reseller in and to any TouchStar Software, Ancillary Software or Intellectual Property Rights, and any improvements or intellectual property rights related thereto.

7.2 PRIVATE LABELING. At the request of Reseller, TouchStar shall use reasonable commercial efforts to provide a private label version of the TouchStar Software (the "Private Label Software") using logos, trademarks, trade names or service marks owned by Reseller or to which Reseller has exclusive rights (the "Reseller Marks"). Reseller represents and warrants that Reseller has valid legal ownership and other exclusive rights to the Reseller Marks. Reseller grants to TouchStar a right and license to use the Reseller Marks in the preparation of the Private Label Software. Reseller shall have the right to promote, market, distribute and resell the Private Label Software pursuant to the terms and conditions of this Agreement. Reseller shall reimburse TouchStar for all costs and expenses incurred by TouchStar in making the Private Label Software available to Reseller. Except for the Reseller Marks, TouchStar shall retain all right, title and interest in and to the Private Label Software. Reseller shall indemnify, defend and hold harmless TouchStar, its Affiliates, and its and their respective directors, officers, employees, agents and representatives from and against any and all claims, suits, proceedings, costs and expenses arising out of or relating to the use by TouchStar of the Reseller Marks. TouchStar may include in the Private Label Software a legend to the effect that TouchStar owns the Private Label Software.

7.3 USE OF TOUCHSTAR INTELLECTUAL PROPERTY RIGHTS. Reseller shall use the Intellectual Property Rights only to refer to the TouchStar Software in accordance with TouchStar's policies as announced from time to time. In particular, and without limitation, Reseller shall not (a) remove Trademarks from any Marketing Materials, (b) include any Trademarks or other Intellectual Property Rights in any promotional literature prepared by Reseller without the express written consent of TouchStar; (c) dispute or deny the validity of any of the Intellectual Property Rights (including any attempt to register or record the same in any jurisdiction), (d) do any act or omit to do any act whereby TouchStar's right, title, and interest in the Intellectual Property Rights may become invalidated or otherwise adversely affected, (e) alter, remove, destroy, conceal, or tamper with any Trademarks, (f) use any Intellectual Property Rights in any way which might prejudice their distinctiveness or validity or goodwill of TouchStar therein,
(g) use in relation to Support Services any patents, copyrights, trademarks, or trade names other than the Intellectual Property Rights without TouchStar's prior written consent, or (h) use in the Territory any trademarks or trade names so resembling any Trademark of TouchStar as to be likely to cause confusion or deception. Upon expiration or termination of this Agreement, Reseller shall immediately cease all use of the Intellectual Property Rights and shall not thereafter use any of them or any intellectual property rights confusingly similar to the Intellectual Property Rights.

7.4 USE OF CONFIDENTIAL INFORMATION. Reseller acknowledges that it may receive, during the term of this Agreement, certain Confidential Information belonging to TouchStar. Reseller recognizes that such Confidential Information is proprietary to TouchStar and very valuable, having involved the expenditure of substantial amounts of money and the use of skilled experts over a long period of time. Reseller shall hold TouchStar's Confidential Information in strict confidence and shall not use or disclose any Confidential Information, or permit any person to examine or copy any Confidential Information, regardless of the manner in which Reseller gained access to it, except as necessary for the performance of Reseller's obligations under this Agreement.

7.5 PROTECTION OF CONFIDENTIAL INFORMATION. Reseller shall protect TouchStar's Confidential Information with the utmost care and shall cause its employees, agents, and independent contractors having access to such Confidential Information to sign confidentiality agreements requiring them to comply with all the terms of this Article 7.

7.6 INFRINGEMENT CLAIMS. Reseller shall promptly notify TouchStar of any known or suspected breach of the Intellectual Property Rights and shall cooperate (without charge for personal time incurred) in TouchStar's efforts to protect such TouchStar Intellectual Property Rights. TouchStar shall defend any action brought against Reseller based on an allegation that any TouchStar Software infringes a United States or foreign Patent, Copyright, or Trademark, and TouchStar shall pay all costs and damages made in settlement or awarded as a result of any such action. If a final injunction shall be obtained in any such action restraining use of the TouchStar Software by any Customer, or if TouchStar believes that any TouchStar Software is

likely to become the subject of a claim of infringement, TouchStar shall, at its option and at its expense, (a) procure for Reseller's Customer the right to continue using the TouchStar Software, (b) replace or modify the TouchStar Software so that it becomes non-infringing, or (c) repurchase the TouchStar Software on a depreciated (five-year straight line) basis. Notwithstanding the foregoing, TouchStar shall have no obligation with respect to any action brought against Reseller based on an allegation of Patent, Copyright, or Trademark infringement unless TouchStar is promptly notified by Reseller in writing of such action and is allowed complete control of the defense of such action and all negotiations for its settlement or compromise. This Section 7.6 states TouchStar's entire liability with respect to infringement of Patents, Copyrights, or Trademarks.

7.7 EQUITABLE REMEDIES. Reseller acknowledges that TouchStar will be irreparably harmed by any breach of the provisions of this Section 7. Therefore, in addition to any other remedies that TouchStar may have, TouchStar shall be entitled to an injunction, issued by any court of competent jurisdiction, wherever located, restraining any violation of this Section 7 or specified performance if applicable. Reseller hereby waives, with respect to any future dispute related to this Section 7, any defense based on the argument that TouchStar will not be irreparably harmed by a breach or that TouchStar has available to it an adequate remedy for damages.

7.8 RESELLER'S OBLIGATIONS AS TO CONFIDENTIAL INFORMATION AFTER TERMINATION. All obligations of Reseller relating to TouchStar Confidential Information shall survive the expiration or termination of this Agreement. Promptly upon expiration or termination of this Agreement, Reseller shall not have a right of retention with respect to, and shall return to TouchStar, all materials in Reseller's possession or control that represent or contain Confidential Information, including all memoranda, computer programs, documents, notes, and every other medium. Reseller shall not retain for its own use or the use of any third party any such materials or any copies thereof.

8. TERM AND TERMINATION.

8.1 TERM OF AGREEMENT. This Agreement shall continue in force for a term of twelve (12) months from the Effective Date, unless terminated earlier under the provisions of this Article 8 (the "Term"); PROVIDED that TouchStar shall have the right to terminate this Agreement at any time after the Effective Date upon not less than fifteen (15) days' prior written notice to Reseller. Prior to the end of the Term, each of TouchStar and Reseller may notify the other if it desires to negotiate a further agreement by written request received at least ninety (90) days in advance of the termination of this Agreement. If both parties desire to negotiate a further agreement, they may consider the terms of this Agreement in coming to an understanding. Nothing in this Agreement shall be construed to obligate either party to renew or extend the term of this Agreement. Renewals for additional terms, if any, shall not cause this Agreement to be construed as an agreement of indefinite duration.

8.2 TERMINATION AT TOUCHSTAR OPTION. TouchStar may terminate this Agreement upon the occurrence and continuation of any of the following events, with the understanding

that, if no cure period specifically is stated with regard to an event, then no cure period for such event applies:

(a) Reseller fails to make any payment of Fees due to TouchStar under this Agreement and such failure remains unremedied for a period of ten (10) days;

(b) Reseller breaches any of its other obligations under this Agreement and such breach remains unremedied for a period of thirty (30) days;

(d) Reseller fails to comply with applicable Legal Requirements, including Government Controls;

(e) Reseller fails to reach the Quotas established by the parties;

(f) Reseller repeatedly breaches any of its obligations under this Agreement, even though Reseller remedies each such breach within the applicable time period specified above;

(g) Reseller fails to execute an Other Reseller Agreement with any Other Reseller;

(h) Reseller or any Other Reseller fails to deliver a License Agreement to a Customer;

(i) Reseller fails to indemnify TouchStar, its Affiliates and its and their respective directors, officers, employees, agents and representatives for any claims related to or arising under any Other Reseller Agreement or the use by TouchStar of the Reseller Marks;

(j) Reseller is negligent in the fulfillment of its obligations to market and resell the TouchStar Software;

(k) Reseller breaches any of its obligations relating to the Intellectual Property Rights or Confidential Information;

(l) Reseller, any of Reseller's officers, directors, or shareholders, or any entity controlling, controlled by or under common control with Reseller promotes, sells, or offers for sale any product or other item that is, in TouchStar's reasonable opinion, competitive with or capable of being substituted for any of the TouchStar Software; or Reseller engages in overt or subvert forms of boycott of the TouchStar Software, including the offer for sale of any product or other item that is, in TouchStar's reasonable opinion, competitive with or capable of being substituted for any of the TouchStar Software;

(m) In the event of a sale, conveyance, transfer or other disposition, in any transaction or series of transactions that results, directly or indirectly, in a

change of fifty percent (50%) or more of the aggregate voting power in Reseller as such existed on and as of the Effective Date;

(n) Reseller is merged or consolidated with any other entity or there is a substantial change in the management or control of Reseller; or

(o) Reseller ceases to function as a going concern or ceases to conduct its operations in the normal course of business or any of its directors, shareholders, or officers is convicted of a criminal offense or engages in any other act that in TouchStar's opinion could have an adverse effect upon TouchStar's reputation and goodwill.

8.3 SUSPENSION OF TOUCHSTAR OBLIGATIONS. Immediately upon the occurrence of any breach by Reseller of any of its obligations under this Agreement or upon the occurrence of any event or circumstance identified in Section 7.3 of this Agreement, all of TouchStar's obligations to provide Support Services shall be suspended and such obligations shall remain suspended until the event or circumstance giving rise to the suspension has been corrected to TouchStar's satisfaction.

8.4 SURVIVAL OF RESELLER OBLIGATIONS. The termination of this Agreement shall not terminate or affect the continuing binding obligations imposed by Sections 4.4, 4.7, 4.10, 4.12, and 5, 6, 7, 8, 9 and 10 this Agreement. It is understood and agreed that the obligations of Reseller set forth in such provisions may be specifically enforced by TouchStar in any court of competent jurisdiction, wherever located, notwithstanding the provisions of Section 10.12(b) hereof, since no other adequate remedy may exist in the event of a breach or threatened breach by Reseller of any such provisions.

9. DUTIES UPON TERMINATION.

In addition to any other provision of this Agreement which is designated in Section 8.6 as a provision surviving termination, the following shall apply:

9.1 CUSTOMER AGREEMENTS.

(a) In the event that (i) TouchStar terminates this Agreement in accordance with any one or more of the provisions of Section 8.2 or (ii) Reseller elects not to enter into a new agreement with TouchStar pursuant to Section 8.1, all Customer Agreements with Customers shall be transferred by Reseller to TouchStar.

(b) In the event that (i) TouchStar elects not to enter into a new agreement with Reseller pursuant to Section 8.2 or (ii) Reseller terminates this Agreement in accordance with the provisions of
Section 8.3, Reseller shall retain all Customer Agreements with Customers and TouchStar shall continue to provide Support Services under such Customer Agreements for the remaining term of such Customer Agreements.

9.2 REFERRALS BY RESELLER. In the event that (a) TouchStar terminates this Agreement in accordance with any one or more of the provisions of
Section 8.2 or (b) Reseller elects not to enter into a new agreement with TouchStar pursuant to Section 8.1, Reseller shall refer to TouchStar or TouchStar's designee all inquiries and orders received by Reseller pertaining to the purchase of Support Services.

9.3 PAYMENT OF FEES.

(a) In the event that this Agreement terminates or expires pursuant to Section 8.1(a), Reseller immediately shall pay to TouchStar all Fees outstanding on and as of the date of termination or expiration of this Agreement.

(b) In the event that this Agreement terminates or expires pursuant to Section 8.1(b), Reseller shall continue to pay all Fees in accordance with the provisions of Section 6.2.

9.4 INTELLECTUAL PROPERTY RIGHTS. Reseller immediately shall stop the use of Marketing Materials and Intellectual Property Rights, and shall return any unused Marketing Materials and all physical media upon which Intellectual Property Rights are contained by TouchStar.

9.5 SHIPMENTS FOLLOWING NOTICE OF TERMINATION. The expiration or termination of this Agreement shall not relieve TouchStar of its continuing obligation to ship TouchStar Software pursuant to any purchase orders accepted by TouchStar prior to the notice of termination, nor shall it relieve Reseller of its continuing obligation to accept and pay for such TouchStar Software; PROVIDED, HOWEVER, that with respect to all TouchStar Software shipped after any notice of termination, Reseller shall make payment prior to shipment on terms and conditions and by means satisfactory to TouchStar, notwithstanding any credit terms that may have been available to Reseller prior to such notice of termination.

9.6 LIABILITY UPON TERMINATION. TouchStar shall have no liability to Reseller or any Other Reseller by reason of the termination or expiration of this Agreement for compensation, reimbursement, or damages of any kind, including any loss of prospective profits on anticipated sales, loss of goodwill, or investments made in reliance on this Agreement. Reseller acknowledges that it has received no assurances from TouchStar that its business relationship with TouchStar will continue beyond the term established in this Agreement, or that it will obtain any anticipated amounts of profits in connection with this Agreement, or that it will recoup its investment in the promotion of the TouchStar Software. Reseller also acknowledges that Reseller's failure to reach the Quotas will have a significant adverse impact on TouchStar's goodwill in the Territory, and that if Reseller is terminated because of failure to meet the Quotas, then Reseller will not be entitled to compensation of any kind (beyond the notice period set forth in this Agreement), since the damage to TouchStar's goodwill is likely to be at least as great as any losses Reseller might incur as a result of the termination. However, these provisions apply only to damages that are attributable to the expiration or termination of this Agreement and shall not affect any amount due

under this Agreement or the right of either party to seek damages directly attributable to any breach.

10. GENERAL PROVISIONS.

10.1 RELATIONSHIP BETWEEN THE PARTIES. Neither party to this Agreement and none of their respective agents, employees, representatives or independent contractors shall (a) be considered an agent, employee, or representative of the other party for any purpose whatsoever, (b) have any authority to make any agreement or commitment for the other party or to incur liability or obligation in the other party's name or on its behalf, or (c) represent to third parties that any of them has any right so to bind the other party hereto, it being intended that each party shall remain an independent contractor responsible only for its own actions. Nothing contained in this Agreement shall be construed or interpreted as creating an agency, partnership, or joint venture relationship between the parties.

10.2 RESELLER REPRESENTATION, WARRANTY AND UNDERTAKING. Reseller (a) represents and warrants that (i) it is a corporation duly organized and existing under the laws of the jurisdiction of its incorporation with all necessary corporate power and authority to execute, deliver, and perform its obligations under this Agreement, and that the execution, delivery, and performance of its obligations under this Agreement have been duly authorized by all requisite corporate action of Reseller and all Legal Requirements of Governmental Bodies, (ii) it has the requisite skill and knowledge necessary to perform its obligations under this Agreement, (iii) that it currently is not in violation of any Legal Requirements, and (iv) no current employee or shareholder of TouchStar has an ownership interest in Reseller or any affiliate or related entity of Reseller; and (b) covenants that, during the Term, it (i) shall use its best endeavors to maintain its corporate identity and remain in existence under the organizing laws of its jurisdiction and (ii) promptly notify TouchStar in the event that any employee or shareholder of TouchStar obtains an ownership interest in Reseller or any affiliate or related entity of Reseller.

10.3 NOTICES. Without precluding any other sufficient form of notice, all notices, demands, or other communications under this Agreement shall be deemed given if sent by registered airmail, facsimile, hand delivery, or express courier to the address of the party as set out in this Agreement or to another address specified by the party. All notices, demands, and other communications in connection with this Agreement shall be written in the English language.

10.4 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter, and it supersedes any and all written or oral agreements previously existing between the parties with respect to such subject matter. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both parties.

10.5 WAIVER. Either party's failure to insist on strict performance of any provision of this Agreement shall not be deemed a waiver of any of its rights or remedies, nor shall it relieve the other party from performing any subsequent obligation strictly in

accordance with the terms of this Agreement. No waiver shall be effective unless it is in writing and signed by the party against whom enforcement is sought. Such waiver shall be limited to provisions of this Agreement specifically referred to therein and shall not be deemed a waiver of any other provision. No waiver shall constitute a continuing waiver unless the writing states otherwise.

10.6 SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of, and shall be binding upon, the respective heirs, legal representatives, successors, and assigns of each of the parties.

10.7 ASSIGNMENT.

(a) TouchStar may assign this Agreement and the rights and responsibilities under this Agreement to an Affiliate upon written notice to Reseller.

(b) Except for the rights of TouchStar under Section 10.7(a), this Agreement may not be assigned by either party without the prior written consent of the other. Any attempted assignment in violation of this provision shall be void and shall be deemed a breach of this Agreement.

10.8 INDEMNIFICATION. Reseller shall be solely responsible for, and shall indemnify TouchStar, its officers, directors, employees, and agents against, and hold each of them harmless from, any and all claims (including without limitation, all damages (whether direct, indirect, incidental, criminal, special, or punitive), losses, liabilities, expenses, costs, and attorneys' fees related to such claims) resulting from (a) the negligent or willful failure of Reseller to comply with its obligations hereunder, (b) the acts or omissions of Reseller, its officers, directors, employees, or agents during the term of this Agreement or thereafter, (c) any express or implied representation or warranty made by Reseller or any of its officers, directors, employees or agents with regard to the TouchStar Software or the Support Services not contained in written literature of TouchStar or specifically authorized by TouchStar in writing, and (c) the installation of a call center system by TouchStar on behalf of Reseller or any Other Reseller and the use of the TouchStar Software in the operation of a call center system, unless caused by the gross negligence or willful misconduct of TouchStar.

10.9 SECTION HEADINGS; CONSTRUCTION. The section headings in this Agreement are included for convenience only and shall not be deemed to limit or otherwise affect the construction of any of its provisions. The word "including" shall be ascribed a non-exclusive meaning unless followed by the word "only."

10.10 SEVERABILITY. In the event that any of the provisions of this Agreement shall be held by a court, arbitral panel, or tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect.

10.11 PARTIES IN INTEREST. Nothing in this Agreement is intended to confer any rights or remedies on any persons other than the parties to it. This Agreement shall not be construed to relieve or discharge any obligations or liabilities of third persons, nor

shall it be construed to give third persons any right of subrogation or action over against any party to this Agreement.

10.12 GOVERNING LAW AND ARBITRATION.

(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO, UNITED STATES, WITHOUT REGARD TO ITS PRINCIPLES REGARDING CONFLICT OF LAWS.

(b) ARBITRATION. Any dispute arising out of or relating to this Agreement, including, without limitation, the interpretation of any provision of this Agreement or the breach, termination or invalidity of this Agreement that cannot reasonably be resolved by the Parties shall be settled exclusively and finally by binding arbitration under the International Arbitration Rules of the American Arbitration Association in effect on and as of the date of this Agreement (the "AAA Rules"), except as such AAA Rules are modified pursuant to this Section 10.12(b).

(i) The arbitration shall be conducted before a panel of three (3) arbitrators, each of whom shall be fluent in English and shall have knowledge in the call center industry. TouchStar shall appoint one (1) arbitrator, Customer shall appoint one (1) arbitrator, and the third arbitrator shall be selected by the two (2) arbitrators so appointed; PROVIDED, HOWEVER, that if the two (2) arbitrators appointed by the parties fail to select the third arbitrator within thirty (30) days after the date on which the last of such two (2) arbitrators are appointed, then the third arbitrator shall be appointed by the administrator in accordance with the AAA Rules. The third arbitrator, regardless of how selected, shall chair the arbitration panel.

(ii) Once the arbitrators are impaneled, if (A) an arbitrator withdraws after a challenge, (B) the administrator sustains a challenge and removes an arbitrator, (C) an arbitrator dies, or (D) an arbitrator otherwise resigns or is removed, then the party which appointed such arbitrator shall appoint a replacement arbitrator within thirty (30) days in accordance with the procedures set forth in Section 10.12(b)(i).

(iii) The arbitration shall be conducted in Denver, Colorado, United States. The arbitration shall be conducted in English; PROVIDED, that either party, at its cost, may provide for the simultaneous translation of the arbitration into a language other than English.

(iv) No less than thirty (30) days prior to the date on which the arbitration proceeding is to begin, each party shall submit to the other party the documents, in English, and list of witnesses it

intends to use in the arbitration. At any oral hearing of evidence in connection with the arbitration, each party or its legal counsel shall have the right to examine witnesses and to cross-examine the witnesses of the opposing party.

(v) The arbitrators shall apply the substantive law of the State of Colorado to any decision issued by the arbitration panel, and the arbitrators shall be so instructed. The arbitrators shall issue a written opinion stating the findings of fact and the conclusions of law upon which the decision is based. The decision of the arbitrators shall be final and binding. Judgment on such award may be entered in any court of appropriate jurisdiction, or application may be made to that court for a judicial acceptance of the award and an order of enforcement, as the party seeking to enforce that award may elect. Any arbitration award for money damages shall be in Dollars. Other than pursuant to this Section 10.12(b)(v), the arbitration award shall not include any indirect, incidental, special, consequential, or punitive damages and the arbitrators shall be so instructed.

(vi) Any arbitration award pursuant to this Section 10.12(b) shall be subject to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958.

(c) JURISDICTION AND VENUE FOR INTERIM RELIEF. Notwithstanding the provisions of Section 10.12(b), each party shall have the right to bring an action in a court of competent jurisdiction of any equitable or other relief as may be necessary to protect the rights of such party under this Agreement.

(d) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS INTERPRETATIONS.

10.13 GOVERNING LANGUAGE. The governing language of this Agreement shall be English. If this Agreement is translated into a language other than English, then the English version shall prevail.

10.14 EXCLUSION OF UNITED NATIONS CONVENTION. The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded from application to this Agreement.

10.15 FORCE MAJEURE. Neither party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond that party's control, including but not limited to acts of God, war, riot, acts of terrorism, embargoes, acts of civil or military authorities, compliance with governmental laws, rules or regulations, failure of telecommunications connectivity beyond the reasonable control of the parties,

accidents, strikes, labor disputes, or shortages. Failure to perform shall be excused during the continuance of such circumstances, but this Agreement shall otherwise remain in effect.

10.16 PUBLICITY; DISCLOSURES. Except as expressly provided herein and except to the extent required by applicable law, no news releases or other public disclosures relating to this Agreement, its existence or its subject matter, including without limitation, photographs, public announcements or confirmation of the same, shall be made by either party without the prior written approval of the other party.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS OF THE FOREGOING, the parties have caused this Agreement to be signed by their respective duly authorized representatives all as of the Effective Date.

WORLDWIDE STRATEGIES INC.                 TOUCHSTAR SOFTWARE CORPORATION



By: /s/ JAMES P.R. SAMUELS                By: /s/ SHAWN SUHRSTEDT
   ----------------------------               -----------------------------
Title:  PRESIDENT                         Title:    CFO
      -------------------------                 ---------------------------
Date:  SEPT 14-2005                       Date:   9/15/5
     --------------------------                ----------------------------

EXHIBIT 10.3

NON-BINDING LETTER OF INTENT WITH
CASCADE CALLWORKS INC. DATED SEPTEMBER 29, 2005

WORLDWIDE BUSINESS SOLUTIONS INCORPORATED
3801 East Florida Avenue, Suite 400
Denver, Colorado 80210

September 29, 2005

CASCADE CALLWORKS INC.
7200 NE 41st Street, Suite 202
Vancouver, Washington 98662

Attention: Shawn Suhrstedt, President

RE: NON-BINDING LETTER OF INTENT

Dear Mr. Suhrstedt:

This letter is written to confirm the preliminary discussions between management of Worldwide Business Solutions Incorporated, a Colorado corporation ("WBSI") and management/owners of Cascade Callworks Inc., a Washington corporation ("Cascade"). It is to serve only as a non-binding, mutual letter of intent of the parties to discuss in good faith a transaction in which WBSI would purchase the business and assets of Cascade (the "Transaction") for $2,500,000 (the "Purchase Price"), subject to WBSI's performance of detailed due diligence and satisfactory additional negotiations of terms, under the general guidelines set out below. This Transaction is subject to the parties' satisfactorily entering into one or more definitive agreements in respect of the Transaction, and is subject to the approval of the boards of directors of WBSI and its parent, Worldwide Strategies Incorporated, and the approval of Cascade's board of directors and shareholders.

RECITALS

WBSI, a wholly-owned subsidiary of Worldwide Strategies Incorporated, a Nevada corporation ("WWSI"), engages in business processing outsourcing. The common stock of WWSI (the "Common Stock") is quoted on the "pink sheets." WWSI is in the process of preparing a registration statement under the Securities Act of 1933 (the "Registration Statement"), which will register, among other securities, the Common Stock issuable upon the exercise of outstanding warrants (including the Warrant).

Cascade is a call center located in Vancouver, Washington, and is wholly-owned by Shawn Suhrstedt and Jordan Suhrstedt.

FUNDAMENTAL TERMS

Under the general outlines discussed, the parties have proposed the following:

Cascade Callworks Inc.
September 29, 2005

Page 2 of 5

1. DEPOSIT INTO ESCROW. No later than October 21, 2005 (the "Initial Escrow Date"), WBSI will deposit $500,000 (the "Initial Escrow Amount") into escrow account at a bank mutually agreeable to WBSI and Cascade (the "Bank"). No later than November 30, 2005 (the "Additional Escrow Date"), WBSI will deposit an additional $500,000 (the "Additional Escrow Amount") into escrow account at the Bank. The Initial Escrow Amount and the Additional Escrow Amount shall evidence WBSI's intent to proceed with the purchase of the business and assets of Cascade and shall be applied towards the Purchase Price.

2. CLOSING. Closing of the Transaction shall occur no later than February 1, 2006 (the "Closing"). At Closing, the Initial Escrow Amount and the Additional Escrow Amount plus $250,000 in an additional Escrow Amount by 12/31/05 will be released to Cascade and shall be credited towards the Purchase Price. WBSI shall pay the remainder of the Purchase Price as follows pursuant to a promissory note payable to the order of Cascade in the amount of $1,000,000 and secured by a first priority security interest in the assets of Cascade (the "Note"). The Note shall be due and payable 120 days from the Closing and shall accrue interest at the rate of 9% per annum, compounded monthly. Minimum monthly payments equal to 100% of the cash flow of Cascade shall be made each month until the note is due. If the note is not paid in full on due date, a minimum of 50% of all cash flows are paid to sellers until note is fully paid.

3. WARRANTS OPTIONS. In addition to the Purchase Price, upon execution of this letter, WBSI shall cause WWSI to issue a warrant to Cascade, on terms and conditions reasonably acceptable to Cascade (the "Warrant"), for 400,000 shares of Common Stock, exercisable as follows:

100,000 shares at $0.50 per share 100,000 shares at $0.75 per share 100,000 shares at $0.75 per share 100,000 shares at $0.75 per share

The Warrant shall be exercisable for a period of three years from the Closing, and constitute a value of $250,000 towards the purchase price.

4. ASSETS TO BE PURCHASED. The assets to be purchased by WBSE from Cascade shall consist of all of the assets of Cascade used in its call center operations, such as equipment and machinery, computers, software, servers, telecommunications systems, marketing materials, trade names, security deposits, support and training materials, existing contracts, business files and records, lease or license agreements, office furniture and customer lists. The purchased assets shall not include the following: any cash, accounts receivable, any personal assets used primarily by the owners, and any buildings owned by Cascade. Discussion of other fixed assets of Cascade will be contained in the definitive agreement.

5. LIABILITIES TO BE EXCLUDED. Except for (a) the obligations to be performed under contracts assigned by Cascade to WBSI that are expressly assumed by WBSI, (b) liabilities arising after the Closing related to the business and assets acquired by WBSI from Cascade, and (c) severance liabilities related to employees of Cascade who are not retained by WBSI after

Cascade Callworks Inc.
September 29, 2005

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Closing, WBSI will not assume any liabilities of Cascade. Subject to applicable baskets and caps mutually acceptable to WBSI and Cascade, Cascade and its owner will hold WBSI harmless from and against any loss, liability, damage or expense that WBSI may suffer, sustain, or become liable for as a result of any liabilities of Cascade not assumed by WBSI.

6. CASCADE PERSONNEL. All key Cascade employees shall be retained by WBSI. Key employees will have a formal employment agreement. WBSI shall engage the services of Jordan Suhrstedt for up to one-year under a mutually acceptable hourly consulting arrangement. WBSI shall be responsible for any and all severance costs of Cascade employees not retained by WBSI.

7. CASCADE OPERATIONS PRIOR TO CLOSING. Prior to the closing of the contemplated Transaction, Cascade will transact business in the ordinary course. Cascade will not, without the approval of WBSI, take any actions that materially impact the composition, compensation, or benefits of the workforce. Except as otherwise provided in this letter, each party will bear such party's own expenses relating to the Transaction.

8. CASCADE FINANCIAL STATEMENTS. As a condition precedent to the closing of this contemplated Transaction, Cascade will provide to WBSI (a) Cascade's financial statements for the last two fiscal years prepared in accordance with generally accepted accounting principles in the United States; and (b) Cascade's financial statements prepared in accordance with generally accepted accounting principles in the United States for the period commencing from the beginning of the current fiscal year through the most recently completed fiscal quarter. As a condition precedent to the closing of this contemplated Transaction, WBSI will provide to Cascade (a) WBSI's audited financial statements for the last two fiscal years prepared in accordance with generally accepted accounting principles in the United States; and (b) WBSI's unaudited financial statements prepared in accordance with generally accepted accounting principles in the United States for the period commencing from the beginning of the current fiscal year through the most recently completed fiscal quarter.

9. DUE DILIGENCE; CONFIDENTIALITY OF INFORMATION. The parties acknowledge that the further negotiation of this Transaction will require the release and disclosure by Cascade to WBSI of confidential information and information which may not be available to the general public (the "Information"). Such Information shall be released in accordance with a mutually acceptable confidentiality agreement and will be kept confidential by WBSI and shall not, without the prior written consent of Cascade, be disclosed by WBSI, or by its agents, representatives, or employees, in any manner whatsoever, in whole or in part, and shall not be used by WBSI, its agents, representatives, or employees other than in connection with the Transaction. Moreover, WBSI agrees to reveal the Information only to its agents, representatives, and employees who need to know the Information for the purpose of evaluating the Transaction, who are informed by WBSI of the confidential nature of the Information and who shall agree to be bound by the terms and conditions of this Agreement.

10. RETURN OF CONFIDENTIAL INFORMATION. The Information shall be returned to Cascade immediately upon its request.

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September 29, 2005

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11. DISCUSSIONS WITH OTHER PARTIES. In connection with these discussions, Cascade agrees that from the date of this letter until the earlier of (i) the mutual consent of Cascade and WBSI that all discussions related to this letter have terminated and will not proceed, (ii) the failure of WBSI to issue the Warrant, (iii) the failure of WBSI to deposit the Initial Escrow Amount at the Bank on or before the Initial Escrow Date, (iv) the failure of WBSI to deposit the Additional Escrow Amount on or before the Additional Escrow Date or (v) 90 days from the date of this letter (the "EXCLUSIVITY PERIOD"), without the prior written notice of Cascade to WBSI, Cascade, whether directly or indirectly through its officers, directors, agents or other representatives, will not solicit, initiate discussions, engage in or encourage discussions or negotiations with, or enter into any agreement, including any non-disclosure agreement, with, any party relating to or in connection with (a) the possible acquisition of Cascade (by way of merger, stock purchase, asset purchase, license, lease or otherwise), (b) the possible acquisition of any material portion of Cascade's capital stock (including the issuance of new shares) or assets, or (c) any other transaction outside of the ordinary course of business that could materially impair the value of Cascade's assets post-Closing (collectively, a "RESTRICTED TRANSACTION") or disclose any non-public information relating to Cascade or afford access to the properties, books or records of Cascade to any person (other than WBSI or its representatives) concerning a Restricted Transaction.

12. NON-COMPETITION. As a condition of closing, Shawn Suhrstedt will be required to enter into mutually-acceptable non-competition and non-solicitation agreements, in a form satisfactory to WBSI and Shawn Suhrstedt, to be in effect until for twelve months following Closing.

13. BREAK-UP FEE. Cascade shall be entitled to retain and exercise the Warrant regardless of whether the Transaction is consummated. In addition, WBSI shall pay to Cascade the amount of $100,000 (which amount may be provided to Cascade from the Initial Escrow Amount or the Additional Escrow Amount), in the event that (i) the Initial Escrow Amount is not deposited into the escrow account maintained by the Bank on or before the Initial Escrow Date; (ii) the Additional Escrow Amount is not deposited into the escrow account maintained by the Bank on or before the Additional Escrow Date; or (iii) the Closing does not occur by February 1, 2006.

14. EXPIRATION/NON-BINDING PROVISIONS. If this letter correctly sets forth our agreement with respect to the matters contained herein, please confirm by signing below no later than 5 p.m. Pacific Time on September __, 2005. If not signed, this letter will expire after that date and time. This letter is an expression of intent only, and does not include all of the matters we must agree on in order to complete the Transaction. The respective rights and obligations of WBSI, Cascade and Cascade's owners remain to be defined in the definitive agreements and related documents (the terms and provisions of which will be subject to approval by WBSI, Cascade and Cascade's owners), and the parties do not intend to be legally bound or otherwise to incur any obligations with respect to the Transaction until such time as the definitive agreements are executed. Accordingly, except as described below, this letter does not constitute a legally

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binding document and does not create any legal obligations on the part of, or any rights in favor of, WBSI, Cascade, any of Cascade's owner or any other party.

15. BINDING AGREEMENTS OF THE PARTIES. WBSI and Cascade agree that the provisions of this letter under the headings "DISCUSSIONS WITH OTHER PARTIES," "CASCADE OPERATIONS PRIOR TO CLOSING"; "DUE DILIGENCE; CONFIDENTIALITY OF INFORMATION"; and "BREAK-UP FEE" (as well as this paragraph) are legally binding upon and enforceable against the parties. Your signature below confirms Cascade's agreement to be bound by these listed paragraphs.

If you are in agreement that this letter generally reflects the substance of our discussions, please so indicate below to allow the parties to proceed with substantive discussions and documentation necessary to the consummation of this transaction.

Respectfully,

Worldwide Business Solutions Incorporated

By:  /s/ JAMES P.R. SAMUELS
   -----------------------------------------
    James P.R. Samuels, President

Acknowledged as requested and agreed:

Cascade Callworks Inc.

By:   /s/ SHAWN SUHRSTEDT
   --------------------------------------------------
         Shawn Suhrstedt, President

3456005_2.DOC

EXHIBIT 21

LIST OF SUBSIDIARIES

The only subsidiary of Worldwide Strategies Incorporated is Worldwide Business Solutions Incorporated, a Colorado corporation, which does not do business under any other name.

EXHIBIT 23.2

CONSENT OF CORDOVANO AND HONECK LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Securities and Exchange Commission
Washington, D.C.

We consent to the use in this Registration Statement of Worldwide Strategies Incorporated on Form SB-2, of our report dated August 29, 2005, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading "Experts" in such Prospectus.

/s/ CORDOVANO AND HONECK LLP

Cordovano and Honeck LLP
Denver, Colorado
November 2, 2005