WORLDWIDE STRATEGIES INC (Form: 8-K, Received: 08/06/2007 17:20:46)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2007

WORLDWIDE STRATEGIES INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction

of incorporation)

333-129398

(Commission

File Number)

41-0946897

(IRS Employer

Identification No.)

3801 East Florida Avenue, Suite 400, Denver, Colorado 80210

(Address of principal executive offices) (Zip Code)

(303) 991-5887

Registrant’s telephone number, including area code

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

The disclosure set forth in Item 2.01 of this report is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

On July 31, 2007, Worldwide Strategies Incorporated (“WWSG”) closed the share exchange (the “Acquisition”) pursuant to the Share Exchange Agreement (the “Agreement”) that it executed on June 28, 2007 with Centric Rx, Inc., a Nevada corporation (“Centric”) and Jim Crelia, Jeff Crelia, J. Jireh, Inc., a Nevada Corporation, and Canada Pharmacy Express, Ltd., a Canadian corporation (the “Centric Shareholders”). The Agreement was previously filed on Form 8-K on June 28, 2007 as Exhibit 2.1.

WWSG acquired 100% of the issued and outstanding shares of Centric in exchange for 2,250,000 post-reverse-split shares of WWSG common stock. WWSG and Centric filed Articles of Exchange Pursuant to NRS 92A.200 effective July 31, 2007. The Articles of Exchange are furnished herewith as Exhibit 3.1 and are incorporated by reference herein. Centric is now a wholly-owned subsidiary of WWSG and will operate as a health services and pharmacy solution provider.

As a result of the Acquisition, WWSG acquired a $75,000 debt Centric owes to Canada Pharmacy Express, Ltd., one of the Centric Shareholders. The debt is an unsecured, interest free obligation that has no due date. The debt can be settled for cash or for shares of WWSG common stock.

Effective July 31, 2007, WWSG filed a Certificate of Change Pursuant to NRS 78.209, which decreased the number of its authorized shares of common stock from 100,000,000 to 33,333,333 and reduced the number of common shares issued and outstanding immediately prior to the closing to approximately 5,922,869. The Certificate of Change is furnished herewith as Exhibit 3.2 and incorporated by reference herein. Pursuant to the Certificate of Change, WWSG shareholders will be deemed to own one share for every three shares of common stock owned as of the record date of July 30, 2007.

WWSG issued 2,250,000 post-reverse-split shares of its common stock on July 31, 2007 to the Centric Shareholders and their assigns. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder or Regulation S, as certain shares were issued in “offshore transactions.”

Centric’s primary business will be the distribution of health services and prescription drug discount cards. WWSG plans to contract with call centers to provide ongoing service and support to organizations and individuals that utilize these cards. Centric will receive commissions based upon the utilization of these cards.

Centric also owns website software that can be used as an electronic storefront. Using the software, Centric can offer and sell products and services on a website that can be fulfilled and tracked using the order fulfillment and tracking components of the software. The website will be able to provide information regarding locations of medical service providers that accept the health services and prescription drug discount cards and other information relevant to the cards. The software can be used to create individually branded websites for large organizations that wish to offer these cards to their members.

In connection with the Acquisition, WWSG entered into an escrow agreement (the “Escrow Agreement”) whereby one half of the shares that were issued to the Centric Shareholders pursuant to the Agreement were placed in escrow and, pursuant to the terms of, will be released to the Centric Shareholders upon the expiration of six months from the date of closing. The Escrow Agreement is furnished herewith as Exhibit 10.1 and is incorporated by reference herein.

WWSG also entered into a lock-up and voting trust agreement (the “Lock-up and Voting Trust Agreement”) whereby all recipients of WWSG common stock pursuant to the Agreement have granted an irrevocable proxy to WWSG’s CEO, James Samuels, to vote the shares WWSG common stock that were issued at the closing for the period of one year. Also, the recipients of WWSG common stock have agreed that they will not sell their shares of WWSG common stock for the period of one year. The Lock-up and Voting Trust Agreement is furnished herewith as Exhibit 10.2 and is incorporated by reference herein.

Effective as of August 1, 2007, WWSG entered into one-year employment agreements with Jim Crelia, Jack West, and Peter Longbons (the “Employment Agreements”). Jim Crelia will serve as President of Centric’s operations and will report to WWSG’s president and CEO. Jack West and Peter Longbons will serve as Vice-Presidents of Sales for Centric and will also report to WWSG’s president and CEO. The Employment Agreements are furnished herewith as Exhibit 10.3 through 10.5 and are incorporated by reference herein.

WWSG also entered into assignment of intellectual property and indemnification agreements (the “Assignment Agreements”) with Centric’s former directors. Under the Assignment Agreements, all intellectual property associated with Centric’s business that may have been created by the former directors has been transferred to WWSG in exchange for indemnification against any claim that may be made with respect to the intellectual property. The Assignment Agreements are furnished herewith as Exhibit 10.6 through 10.9 and are incorporated by reference herein.

This summary description of the agreements mentioned above does not purport to be complete and is qualified in its entirety by reference to the documents that are filed as exhibits hereto.

Upon the closing of the Acquisition, WWSG’s board of directors increased the board of directors by one seat and appointed Gregory Kinney, formerly a director of Centric, to serve as a director of WWSG. Since April 1997 to the present, Mr. Kinney has served as Vice-President of Operations of Kristel, LP, a privately held organization operating in Illinois. Kristel designs and manufactures LCD and CRT displays. From 1984 to 1997, Mr. Kinney worked in a variety of positions with The Bradley Group, American Instruments, Strand Lighting Company, Northrop, and Amistar. Between 1980 and 1984, Mr. Kinney served in the United States Navy. Mr. Kinney has received a B.A., M.A., and Ph.D. in Clinical Christian Counseling from International Theological Seminary in Bradenton Florida.

On August 6, 2007, WWSG issued a press release announcing the closing of the Acquisition. The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure set forth in Item 2.01 of this report is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth in Item 2.01 of this report is incorporated herein by reference.

Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

The disclosure set forth in Item 2.01 of this report is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The disclosure set forth in Item 2.01 of this report is incorporated herein by reference.

Item 8.01 Other Events

As of July 31, 2007, the new CUSIP number for the WWSG’s common stock is 98160W 208 and the symbol is “WWSG.”

Item 9.01 Financial Statements and Exhibits

Regulation S-B Number	Document
3.1	Articles of Exchange Pursuant to NRS 92A.200 effective July 31, 2007
3.2	Certificate of Change Pursuant to NRS 78.209effective July 31, 2007
10.1	Escrow Agreement
10.2	Lock-up and Voting Trust Agreement
10.3	Employment Agreement with Jim Crelia dated August 1, 2007
10.4	Employment Agreement with Jack West dated August 1, 2007
10.5	Employment Agreement with Peter Longbons dated August 1, 2007
10.6	Assignment of Intellectual Property and Indemnification Agreement with Jeff Crelia dated July 31, 2007
10.7	Assignment of Intellectual Property and Indemnification Agreement with Gregory Kinney dated July 31, 2007
10.8	Assignment of Intellectual Property and Indemnification Agreement with Rick Brugger dated July 31, 2007
10.9	Assignment of Intellectual Property and Indemnification Agreement with Todd Hicks dated July 31, 2007
99.1	Press Release dated August 6, 2007
99.2	Audited financial statements of Centric Rx, Inc. for the periods ending June 30, 2007, and December 31, 2006 and 2005*
99.3	Pro forma combined financial statements*

*to be filed by amendment

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WORLDWIDE STRATEGIES INCORPORATED

August 6, 2007	By:	/s/ James P.R. Samuels
		James P.R. Samuels
		Chief Executive Officer

EXHIBIT 3.1

ARTICLES OF EXCHANGE PURSUANT TO NRS 92A.200

EFFECTIVE JULY 31, 2007

EXHIBIT 3.2

CERTIFICATE OF CHANGE PURSUANT TO NRS 78.209

EFFECTIVE JULY 31, 2007

EXHIBIT 10.1

ESCROW AGREEMENT

This Escrow Agreement (this “ Escrow ”) is made and executed by and among WORLDWIDE STRATEGIES INCORPORATED, a Nevada corporation (“ WWSI ”), CENTRIC RX, INC., a Nevada corporation (“ CENTRIC ”), and the group consisting of Jim Crelia, Jeff Crelia, J. Jireh, Inc., a Nevada Corporation, Canada Pharmacy Express, Ltd., a Canadian corporation, Peter Longbons, and Jack West (the “ CENTRIC Shareholders ”), and Dill, Dill, Carr, Stonbraker & Hutchings, P.C., a Colorado professional corporation, (“ Escrow Agent ”).

1. Appointment of Escrow Agent: WWSI, CENTRIC and the CENTRIC Shareholders hereby appoint Dill, Dill, Carr, Stonbraker & Hutchings, P.C. as Escrow Agent to hold and disburse the Items of Escrow described below as herein instructed:

2. Items of Escrow: The Items of Escrow consist of the following documents:

(A)

Six (6) separate common stock share certificates of WWSI issued to the CENTRIC Shareholders for a total of 1,125,000 shares of WWSI Common Stock, which certificates are referred to hereinafter as the “ WWSI Share Certificates .”

3. Escrow Instructions with Respect to Items of Escrow: Escrow Agent shall hold the Items of Escrow until the date six months from Closing, at which time Escrow Agent shall release to the CENTRIC Shareholders their respective WWSI Share Certificates.

Upon performing its duties under this Section 3, Escrow Agent shall have no further liability to any of the parties hereunder and this Escrow shall be considered closed.

4. Limit of Liability: Should Escrow Agent, before the close of this Escrow, receive or become aware of any conflicting demands or claims with respect to this Escrow or the rights of any of the parties hereto, or to any of the Items of Escrow deposited hereunder, Escrow Agent shall have the right to discontinue any and all further acts on its part until such conflict is resolved to its satisfaction, and it shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, suffered or incurred by Escrow Agent in connection herewith or arising out of this Escrow including, but without limitation, a suit in interpleader brought by Escrow Agent. In the event Escrow Agent files a suit in interpleader, it shall ipso factor be fully released and discharged from all obligations imposed upon it in this Escrow upon depositing the Items of Escrow with the court in which such action is filed.

5. Conflict Waiver: The Escrow Agent has acted as legal counsel for WWSI, and may continue to act as legal counsel for WWSI, from time to time, notwithstanding its duties as Escrow Agent hereunder. CENTRIC and the CENTRIC Shareholders consent to Escrow Agent acting in such capacity as legal counsel for WWSI and waive any claim that such representation represents a conflict of interest on the part of Escrow Agent. CENTRIC and the CENTRIC Shareholders understand that WWSI and Escrow Agent are relying explicitly on the foregoing provision in entering into this Escrow Agreement.

DATED this ___ day of _________ , 2007.

WORLDWIDE STRATEGIES INCORPORATED			CENTRIC RX, INC.

By: /s/ James P.R. Samuels			By: /s/ Jim Crelia
James P.R. Samuels, President			Jim Crelia, President, CEO and Chairman

ESCROW AGENT:			SHAREHOLDERS:

DILL DILL CARR STONBRAKER & HUTCHINGS, P.C.			JIM CRELIA

By: /s/ Fay M. Matsukage			By: /s/ Jim Crelia
Fay M. Matsukage
Authorized Representative

			JEFF CRELIA

			/s/ Jeff Crelia

			J. JIREH, INC.

			/s/ Jeff Henderson
			Authorized Representative

			CANADA PHARMACY EXPRESS

			/s/ Rick Brugger
			Authorized Representative

			PETER LONGBONS

			/s/ Peter Longbons

			JACK WEST

			/s/ Jack West

EXHIBIT 10.2

LOCK-UP AND VOTING TRUST AGREEMENT

This Lock-up and Voting Trust Agreement (this “ Agreement ”) is made and entered into as of July 31, 2007, by and between Worldwide Strategies Incorporated, a Nevada corporation (“ WWSI ”), Centric Rx, Inc., a Nevada corporation (“ CENTRIC ”), and the group consisting of Jim Crelia, Jeff Crelia, J. Jireh, Inc., a Nevada Corporation, Canada Pharmacy Express, Ltd., a Canadian corporation, Peter Longbons, and Jack West (the “ Shareholders ”). WWSI, CENTRIC, and the CENTRIC Shareholders are sometimes individually referred to as a “Party” and collectively as the “Parties.”

WHEREAS, it is a condition to that certain Share Exchange Agreement by and among WWSI, CENTRIC, and the CENTRIC Shareholders, executed on June 28, 2007 (the “ Share Exchange ”), that the Parties enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and in consideration of the mutual promises set forth herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Lock-up . The CENTRIC Shareholders will not offer to sell, contract to sell, or otherwise sell, dispose of, loan, pledge or grant any rights with respect to (collectively, a “ Disposition ”) any WWSI Common Stock, any options or warrants to purchase any WWSI Common Stock or any securities convertible into or exchangeable for WWSI Common Stock (collectively, “ Securities ”) now owned or hereafter acquired directly by the Shareholders or with respect to which the Shareholders have or hereafter acquire the power of disposition, otherwise than:

(A)

as a bona fide gift or gifts, provided the donee or donees thereof agree in writing to be bound by this restriction,

(B)

as a distribution to partners or shareholders of the Shareholders, provided that the distributees thereof agree in writing to be bound by the terms of this restriction,

(C)

with respect to sales or purchases of WWSI Common Stock acquired on the open market, or

(D)

with the prior unanimous written consent of WWSI’s Board of Directors.

The foregoing restrictions will terminate one year after the Closing of the Acquisition (the “ Lock-Up Period ”).

The foregoing restriction has been expressly agreed to preclude the holder of the Securities from engaging in any hedging or other transaction which is designed to or reasonably expected to lead to or result in a disposition of Securities during the Lock-Up Period, even if such Securities would be disposed of by someone other than such holder. Such prohibited hedging or other transactions would include, without limitation, any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any Securities or with respect to any security (other than a broad

based market basket or index) that included, relates to or derives any significant part of its value from Securities.

The CENTRIC Shareholders also agree and consent to the entry of stop transfer instructions with the WWSI’s transfer agent, without advance notice, and registrar against the transfer of the WWSI Common Stock or Securities held by the CENTRIC Shareholders except in compliance with the foregoing restrictions.

2. Grant of Irrevocable Proxy . The Shareholders hereby grant to James P.R. Samuels, as agent of WWSI, with full power of substitution, an irrevocable proxy to vote all of the shares of WWSI Common Stock held by the Shareholders which the Shareholders would be entitled to vote at any meeting of WWSI’s shareholders or by means of a written consent to action, during the Lock-Up Period.

3. General Provisions .

(A)

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 to the last known address of the recipient or to such other address or addresses as a Party may have advised the other. 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.

(B)

Mediation . The Parties encourage the prompt and equitable settlement of all disputes, 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. 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 ”).

If a resolution is not achieved during the Negotiation Period, the Parties agree to submit their Dispute to a mediator within one week of the conclusion of the Negotiation Period 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 the mediator to understand the Dispute and the issues presented. The mediation shall be terminated upon the first to occur of the following: (i) the execution of a settlement agreement resolving the Dispute by the Parties; (ii) 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, a written statement of the mediator to the effect that the 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 3(C) hereof shall not be applicable, in each case, prior to termination of the Negotiation Period and of the mediation as provided above.

(C)

Arbitration . Subject to the provisions in Section 3(B), any Dispute arising out of, relating to, or in connection with, 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 the Parties to such Dispute. 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.

(1)

The seat of the arbitration shall be in Denver, Colorado. WWSI and the Shareholders hereby irrevocably submit to the jurisdiction of the arbitrator in Denver, Colorado, and waive 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.

(2)

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. The Parties acknowledge and agree that by agreeing to these arbitration provisions each of the Parties 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

(D)

Prior Agreements . This Agreement contains the entire agreement between the Parties and supersedes all prior agreements entered into by the Parties relative to the subject matter of this Agreement.

(E)

Applicable Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. Jurisdiction over and venue of any suit arising out of or related to this Agreement shall be exclusively in any state or federal court of the State of Nevada.

(F)

Counterparts . This Agreement may be executed by the Parties 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.

(G)

New Shareholders . Nothing in this Agreement shall restrict WWSI from issuing or selling Securities to third persons on such terms and conditions as the WWSI’s Board of Directors deems appropriate.

(H)

Severability . If for any reason any portion of this Agreement shall be held to be invalid or unenforceable, the holding of invalidity or unenforceability of that portion shall not affect any other portion of this Agreement and the remaining portions of this Agreement shall remain in full force and effect.

(I)

Counsel . The Parties hereto acknowledge that he or she or it is aware of his or her right to have independent counsel review this Agreement concerning his, her or its rights and obligations under this Agreement prior to their execution of the Agreement. The Parties represent: (i) that he, she or it has consulted independent counsel, or by executing this Agreement, waives their right to consult with an attorney concerning this Agreement; and (ii) that the Parties understand the terms of this Agreement and will be bound by the terms hereunder.

(J)

Defined Terms . Unless stated otherwise, capitalized terms herein shall have the same meaning set forth in the Share Exchange and the exhibits thereto.

[Signature Page to Follow]

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

WORLDWIDE STRATEGIES INCORPORATED			CENTRIC RX, INC.

By: /s/ James P.R. Samuels			By: /s/ Jim Crelia
James P.R. Samuels, President			Jim Crelia, President, CEO and Chairman

			JIM CRELIA

			By: /s/ Jim Crelia

			JEFF CRELIA

			/s/ Jeff Crelia

			J. JIREH, INC.

			/s/ Jeff Henderson
			Authorized Representative

			CANADA PHARMACY EXPRESS

			/s/ Rick Brugger
			Authorized Representative

			PETER LONGBONS

			/s/ Peter Longbons

			JACK WEST

			/s/ Jack West

EXHIBIT 10.3

EMPLOYMENT AGREEMENT WITH JIM CRELIA

DATED AUGUST 1, 2007

EMPLOYMENT AGREEMENT

This Employment Agreement (this “ Agreement ”) is entered into with an effective date of employment beginning August 1, 2007 (this “ Effective Date ”), by and between Centric Rx, Inc., a Nevada corporation (“ CENTRIC ” or “ Company ”), a wholly-owned subsidiary of Worldwide Strategies Incorporated, a Nevada corporation (“ WWSI ”), and Jim Crelia (“ Employee ”).

For the purpose of this Agreement, references to “Company” include all parent, subsidiary or related entities and their employees, supervisors, officers, directors, agents, pension or benefit plans, pension or benefit plan sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them, as may be determined from the context of the reference.

The parties agree as follows:

1. Employment . Company hereby employs Employee for the limited term set forth below, and Employee hereby accepts such employment, upon the terms and conditions set forth herein.

2. Duties .

2.1 Position . Employee is employed in the position of President of CENTRIC, and shall have the duties and responsibilities assigned by the Board of Directors of WWSI (the “ Board of Directors ”) both upon initial hire and as may be reasonably assigned from time to time. Employee shall perform faithfully and diligently all duties assigned to Employee. Employee acknowledges that Company, under the direction of the Board of Directors, has the right to modify Employee’s position and duties at any time in its sole and absolute discretion. Employee shall report to and be supervised by the President of WWSI. In the absence of the President of WWSI, Employee shall report to and be supervised by the Board of Directors.

2.2 Best Efforts/Full-time . Employee will expend Employee’s best efforts on behalf of Company, and will abide by all policies and decisions made by Company and the Board of Directors, as well as all applicable federal, state and local laws, regulations or ordinances. Employee will act in the best interest of Company at all times. After a ninety (90)-day transition period, Employee shall devote Employee’s full business time and efforts to the performance of Employee’s assigned duties for Company, unless Employee notifies the Board of Directors in advance of Employee’s intent to engage in other paid work and describes in sufficient detail the nature of such work, and the Board of Directors grants Employee express written consent to do such work.

2.3 Work Location . Employee’s principal place of work shall be located at the principal offices of Company, currently located at 8125 Riviera Beach Drive, Las Vegas, Nevada, 89128, or such other location as the Board of Directors may authorize from time to time.

Page 1 of 9 Initials: Employee _____

Company _____

3. Term .

3.1 Initial Term . The employment relationship pursuant to this Agreement shall be for an initial term commencing on the Effective Date set forth above and continuing for a period of one (1) year following such date (“ Initial Term ”), unless sooner terminated in accordance with section 7 below. Employee agrees and acknowledges that the Initial Term of the Agreement is a material term to Company, and waives any rights not expressly provided for in this Agreement should Company exercise its right not to renew this Agreement in accordance with subsection 3.2 at the conclusion of the Initial Term.

3.2 Renewal . On completion of the Initial Term specified in subsection 3.1 above, this Agreement will automatically renew for subsequent one (1)-year terms unless either party provides at least thirty (30) days’ advance written notice to the other that it does not wish to renew the Agreement for a subsequent one (1)-year period. In the event either party gives notice of nonrenewal pursuant to this subsection 3.2, this Agreement will expire at the end of that term.

4. Compensation .

4.1 Base Salary . As compensation for Employee’s performance of Employee’s duties hereunder, Company shall pay Employee a Base Salary of $12,500 per month, payable in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions.

4.2 Annual Bonus . Employee will be granted an annual bonus equal to 50% of Base Salary, so long as individual and Company objectives, as established by the Board of Directors in its sole discretion, are achieved, such bonus to be paid in cash or shares of common stock of WWSI at the date of grant market price, in the sole discretion of WWSI.

4.3 Other Incentive Compensation . From time to time, in the sole and absolute discretion of the Board of Directors, Employee may receive other incentive bonuses based on the achievement of written goals established by the Board of Directors and communicated to Employee, paid in cash, stock options, or common stock of WWSI.

4.4 Performance and Salary Review . Employee’s supervisor, or in the absence of a supervisor, the Board of Directors, will periodically review Employee’s performance on no less than an annual basis and will make adjustments to salary or other compensation in their sole discretion.

5. Customary Employee Benefits . Employee will be eligible for all customary and usual fringe benefits generally available to other full-time employees of Company. Company reserves the right to change or eliminate the fringe benefits on a prospective basis, at any time, effective upon notice to Employee. Company will also provide Employee with the right to participate in Company’s 401(k) program as of the Effective Date.

Page 2 of 9 Initials: Employee _____

Company ____

5.1 Long-term Care Health Insurance . Employee will also be the beneficiary of a long-term care health insurance policy to be provided by Company.

6. Business Expenses . Employee acknowledges that he owes Company a fiduciary obligation to minimize, to the extent practicable, expenses incurred in the course and scope of performing his duties for Company. Employee will be reimbursed for all reasonable, out-of-pocket business expenses incurred in the performance of Employee’s duties on behalf of Company. To obtain reimbursement, expenses must be submitted promptly with appropriate supporting documentation in accordance with Company’s policies.

7. Termination of Employee’s Employment .

7.1 Termination for Cause by Company . The Board of Directors may terminate Employee’s employment immediately at any time for Cause. In the event Employee’s employment is terminated in accordance with this subsection 7.1, Employee shall be entitled to receive only the Base Salary then in effect, prorated to the date of termination. All other Company obligations to Employee pursuant to this Agreement will become automatically terminated and completely extinguished. If Employee is terminated for Cause pursuant to this provision, the Company may ask him to leave the Company’s offices immediately.

For purposes of this Agreement, “ Cause ” is defined as:

(a) Employee’s breach of fiduciary duty to the Company or its Board of Directors;

(b) Acts or omissions constituting negligence, recklessness or willful misconduct on the part of Employee with respect to Employee’s obligations or otherwise relating to the business of Company;

(d) Employee’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude;

(e) Employee’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors;

(f) Employee’s failure to perform the essential functions of Employee’s position, with or without reasonable accommodation, due to a mental or physical disability; or

(g) Employee’s death.

Page 3 of 9 Initials: Employee _____

Company _____

7.2 Termination Without Cause by Company . Company may terminate Employee’s employment under this Agreement without Cause at any time by giving at least thirty (30) days’ advance written notice to Employee. In the event of a termination pursuant to this subsection 7.2, all other Company obligations to Employee will be automatically terminated and completely extinguished and Employee will be entitled to receive a payment equal to two months of the Base Salary in effect at the date of termination (“ Severance Payment ”), provided that Employee:

(a) Complies with all surviving provisions of this Agreement as specified in subsection 12.8 below;

(b) Executes a full general release, releasing all claims, known or unknown, that Employee may have against Company arising out of or in any way related to Employee’s employment or termination of employment with Company; and

(c) Agrees to act as a consultant for Company, without further compensation, for thirty (30) days following the termination of the employment relationship, if requested to do so by Company. The Company may also direct Employee to cease all work on behalf of Company immediately if it decides to terminate his employment under this provision as long as it provides Employee with the described benefits.

Should Employee fail or refuse to provide the items required under this subsection 7.2, the termination shall be deemed to be for Cause under subsection 7.1.

7.3 Employee Resignation for Good Reason . Employee may voluntarily resign Employee’s position with Company for Good Reason, at any time by giving at least thirty (30) days’ advance written notice. In the event of Employee’s resignation for Good Reason, Employee will be entitled to receive the Base Salary then in effect, prorated to the date of resignation, and all accrued paid-time-off, in accordance with Company’s customary employee benefit policies. All other Company obligations to Employee pursuant to this Agreement will become automatically terminated and completely extinguished.

Employee will be deemed to have resigned for “Good Reason” in the event of Company’s material breach of this Agreement.

7.4 Employee Resignation Without Good Reason . Employee may voluntarily resign Employee’s position with Company without Good Reason, by giving at least thirty (30) days’ advance written notice. In the event of Employee’s resignation without Good Reason, Employee will be entitled to receive only the Base Salary for the thirty (30)-day notice period and no other amount. All other Company obligations to Employee pursuant to this Agreement will become automatically terminated and completely extinguished.

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7.5 Termination of Employment Upon Nonrenewal . In the event either party decides not to renew this Agreement after completion of the Initial Term in accordance with subsection 3.2 above, this Agreement will expire, Employee’s employment with Company will terminate and Employee will only be entitled to Employee’s Base Salary paid through the last day of the current term.

8. No Conflict of Interest . During the term of Employee’s employment with Company and during any period Employee is receiving payments from Company pursuant to this Agreement, Employee must not engage in any work, paid or unpaid, that creates an actual conflict of interest with Company.

9. Covenant Not to Compete . Employee agrees not to, directly or indirectly competing with Company in any way, or acting as an officer, director, employee, consultant, stockholder, volunteer, lender, or agent of any business enterprise of the same nature as, or which is in direct competition with, the business in which Company is now engaged or in which Company becomes engaged, as may be determined by the Board of Directors in its sole discretion, during the term of Employee’s employment with Company and for two (2) years after the termination of employment with Company. If the Board of Directors believes such competition exists during the term of this Agreement, the Board of Directors may ask Employee to choose to discontinue the other work or resign employment with Company. If the Board of Directors believes such competition exists during any period in which Employee is receiving payments pursuant to this Agreement, the Board of Directors may ask Employee to choose to discontinue the other work and forfeit any Severance Payment.

10. Nonsolicitation . Employee understands and agrees that Company’s employees and customers and any information regarding Company’s employees and/or customers is confidential and constitutes its trade secrets under Colorado law. Employee agrees to use his best efforts to protect against the intentional or inadvertent disclosure of such trade secrets to Company’s competitors, customers or vendors, or to the general public.

10.1 Nonsolicitation of Customers or Prospects . Employee agrees that all customers of Company shall remain customers of Company during the term and after the termination of this Agreement, and that during the term of this Agreement and for a period of two (2) years after the termination of this Agreement, Employee will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s relationship with any of its customers or customer prospects by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business from Company.

10.2 Nonsolicitation of Company’s Employees . Employee agrees that during the term and after the termination of this Agreement, Employee will not, either directly or indirectly, separately or in association with others, interfere with, impair, disrupt or damage Company’s business by soliciting, encouraging or recruiting any of Company’s employees or causing others to solicit or encourage any of Company’s employees to discontinue their employment with Company.

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11. Assignment of Intellectual Property . Employee hereby transfers and assigns to Company all trade secrets, inventions, trademarks, service marks, logos, corporate names, domain names, ideas, processes, customer lists, business plans, copy rights, other works of authorship, know-how, improvements, discoveries, developments, refinements, designs and techniques (collectively referred to as “ Intellectual Property ”), which Employee made, conceived, developed or reduced to practice or caused be made, conceived, developed or reduced to practice prior to the Effective Date or which Employee makes, conceives, develops or reduces to practice or causes to be made, conceived, developed or reduced to practice while employed by Company, that Employee considers to be personal property of the property of third parties, and which is directly related to the business to be conducted by Company.

11.1 Further Documentation . Employee agrees that, without charge to Company, Employee will promptly execute and deliver further documents and perform all lawful acts necessary to transfer all rights, title and interest in the Intellectual Property to Company. The obligation to provide documents and perform lawful acts will not expire with the termination of this Agreement.

12. Confidentiality . Company possess and will continue to possess information which has been created, discovered, developed or otherwise come into the possession of Company, which information has commercial value to Company, including but not limited to the Intellectual Property, information that Company is obligated to keep confidential, and information Employee has reason or should reasonably know Company would like to treat as confidential for any purpose (“ Confidential Information ”). Unless previously authorized in writing by the Board of Directors, Employee will not, at any time, disclose to others, use, or allow anyone else to use any Confidential Information except as may be necessary in the performance of Employee’s duties, unless and only to the extent that (i) such confidential information has become ascertainable or obtained from public or published sources; or (ii) Employee is required by law to disclose such Confidential Information, in which case, Employee will give timely notice, if possible, of the request for disclosure so that Company may seek a protective order as to the Confidential Information.

12.1 Return of Documentation . Upon termination of employment, Employee shall return all property and records, of any type, of Company held anywhere in Employee’s possession.

13. Injunctive Relief . Employee acknowledges that Employee’s breach of the covenants contained in sections 8, 9, 10, 11, and 12 (collectively “ Covenants ”) would cause irreparable injury to Company and agrees that in the event of any such breach, Company shall be entitled to seek temporary, preliminary and permanent injunctive relief without the necessity of proving actual damages or posting any bond or other security.

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14. Agreement to Arbitrate . To the fullest extent permitted by law, Employee and Company agree to arbitrate any controversy, claim or dispute between them arising out of or in any way related to this Agreement, the employment relationship between Company and Employee and any disputes upon termination of employment, including but not limited to breach of contract, tort, discrimination, harassment, wrongful termination, demotion, discipline, failure to accommodate, family and medical leave, compensation or benefits claims, constitutional claims; and any claims for violation of any local, state or federal law, statute, regulation or ordinance or common law. Claims for workers’ compensation, unemployment insurance benefits, and Company’s right to obtain injunctive or equitable relief pursuant to the Covenants above are excluded. For the purpose of this agreement to arbitrate, references to “Company” include all parent, subsidiary or related entities and their employees, supervisors, officers, directors, agents, pension or benefit plans, pension or benefit plan sponsors, fiduciaries, administrators, affiliates and all successors and assigns of any of them, and this agreement shall apply to them to the extent Employee’s claims arise out of or relate to their actions on behalf of Company.

14.1 Consideration . The mutual promise by Company and Employee to arbitrate any and all disputes between them (except for those referenced above) rather than litigate them before the courts or other bodies, provides the consideration for this agreement to arbitrate.

14.2 Initiation of Arbitration . Either party may exercise the right to arbitrate by providing the other party with written notice of any and all claims forming the basis of such right in sufficient detail to inform the other party of the substance of such claims. In no event shall the request for arbitration be made after the date when institution of legal or equitable proceedings based on such claims would be barred by the applicable statute of limitations.

14.3 Arbitration Procedure . The arbitration will be conducted in Denver , Colorado by a panel of three (3) arbitrators and in accordance with the then current rules for resolution of employment disputes of the American Arbitration Association (AAA) (available on-line at www.adr.org). Each party shall choose an arbitrator and the two arbitrators shall select a third arbitrator. The parties are entitled to representation by an attorney or other representative of their choosing. The arbitrators shall have the power to enter any award that could be entered by a judge of the trial court of the State of Colorado, and only such power, and shall follow the law. The parties agree to abide by and perform any award rendered by the arbitrators. The arbitrators shall issue the award in writing and therein state the essential findings and conclusions on which the award is based. Judgment on the award may be entered in any court having jurisdiction thereof.

14.4 Costs of Arbitration . The parties shall share equally the costs of the arbitration filing and hearing fees and the cost of the arbitration.

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15. General Provisions .

15.1 Successors and Assigns . The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. Employee shall not be entitled to assign any of Employee’s rights or obligations under this Agreement.

15.2 Waiver . Either party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Agreement.

15.3 Attorneys’ Fees . Each side will bear its own attorneys’ fees in any dispute unless a statutory section at issue, if any, authorizes the award of attorneys’ fees to the prevailing party.

15.4 Severability . In the event any provision of this Agreement is found to be unenforceable by an arbitrator or court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that the parties shall receive the benefit contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.

15.5 Interpretation; Construction . The headings set forth in this Agreement are for convenience only and shall not be used in interpreting this Agreement. This Agreement has been jointly drafted by legal counsel representing Employee and the Company.

15.6 Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Colorado. Each party consents to the jurisdiction and venue of the state or federal courts in Denver, Colorado, if applicable, in any action, suit, or proceeding arising out of or relating to this Agreement.

15.7 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (c) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth below, or such other address as either party may specify in writing.

15.8 Survival . Sections 8 (“No Conflict of Interest”), 9 (“Covenant Not to Compete”), 10 (“Nonsolicitation”), 11 (“Assignment of Intellectual Property”), 12 (“Confidentiality”), 13 (“Injunctive Relief”), 14 (“Agreement to Arbitrate”), 15 (“General Provisions”) and 17 (“Entire Agreement”) of this Agreement shall survive Employee’s employment by Company indefinitely.

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16. Employee to Seek Advice . Employee acknowledges that he has been advised and encouraged by Company to seek independent advice by counsel before executing this Agreement.

17. Entire Agreement . This Agreement, and any documents incorporated by reference in this Agreement, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. This Agreement may be amended or modified only with the written consent of Employee and the Board, including without limitation any changes that may be necessary to comply with the provisions of Section 409A of the Internal Revenue Code, to the extent applicable. This Agreement may be amended or modified only with the written consent of Employee and the Board of Directors of Company. No oral waiver, amendment or modification will be effective under any circumstances whatsoever.

THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW.

	EMPLOYEE

Dated:		/s/ Jim Crelia
		Jim Crelia

	CENTRIC RX, INC.

Dated:	By:	/s/ James P.R. Samuels
		James P.R. Samuels, signing on behalf of
		Worldwide Strategies Incorporated

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EXHIBIT 10.4

EMPLOYMENT AGREEMENT WITH JACK WEST

DATED AUGUST 1, 2007

EMPLOYMENT AGREEMENT

The parties agree as follows:

1. Employment . Company hereby employs Employee for the limited term set forth below, and Employee hereby accepts such employment, upon the terms and conditions set forth herein.

2. Duties .

2.1 Position . Employee is employed in the position of Vice-President of Sales of CENTRIC, and shall have the duties and responsibilities assigned by the Board of Directors of WWSI (the “ Board of Directors ”) both upon initial hire and as may be reasonably assigned from time to time. Employee shall perform faithfully and diligently all duties assigned to Employee. Employee acknowledges that Company, under the direction of the Board of Directors, has the right to modify Employee’s position and duties at any time in its sole and absolute discretion. Employee shall report to the President of CENTRIC and be supervised by the President of WWSI. In the absence of the President of CENTRIC and WWSI, Employee shall report to and be supervised by the Board of Directors.

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3. Term .

4. Compensation .

4.1 Base Salary . As compensation for Employee’s performance of Employee’s duties hereunder, Company shall pay Employee a Base Salary of $10,000 per month, payable in accordance with the normal payroll practices of Company, less required deductions for state and federal withholding tax, social security and all other employment taxes and payroll deductions.

4.2 Annual Bonus . Employee will be granted an annual bonus equal to 25% of Base Salary, so long as individual and Company objectives, as established by the Board of Directors in its sole discretion, are achieved, such bonus to be paid in cash or shares of common stock of WWSI at the date of grant market price, in the sole discretion of WWSI.

4.3 Other Incentive Compensation . From time to time, in the sole discretion of the Board of Directors, Employee may receive other incentive bonuses based on the achievement of written goals established by the Board of Directors and communicated to Employee, paid in cash, stock options, or common stock of WWSI.

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7. Termination of Employee’s Employment .

For purposes of this Agreement, “ Cause ” is defined as:

(a) Employee’s breach of fiduciary duty to the Company or its Board of Directors;

(b) Acts or omissions constituting negligence, recklessness or willful misconduct on the part of Employee with respect to Employee’s obligations or otherwise relating to the business of Company;

(d) Employee’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude;

(e) Employee’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors;

(f) Employee’s failure to perform the essential functions of Employee’s position, with or without reasonable accommodation, due to a mental or physical disability; or

(g) Employee’s death.

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(a) Complies with all surviving provisions of this Agreement as specified in subsection 12.8 below;

Should Employee fail or refuse to provide the items required under this subsection 7.2, the termination shall be deemed to be for Cause under subsection 7.1.

Employee will be deemed to have resigned for “Good Reason” in the event of Company’s material breach of this Agreement.

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12.1 Return of Documentation . Upon termination of employment, Employee shall return all property and records, of any type, of Company held anywhere in Employee’s possession.

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14.4 Costs of Arbitration . The parties shall share equally the costs of the arbitration filing and hearing fees and the cost of the arbitration.

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15. General Provisions .

15.3 Attorneys’ Fees . Each side will bear its own attorneys’ fees in any dispute unless a statutory section at issue, if any, authorizes the award of attorneys’ fees to the prevailing party.

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16. Employee to Seek Advice . Employee acknowledges that he has been advised and encouraged by Company to seek independent advice by counsel before executing this Agreement.

	EMPLOYEE

Dated:		/s/ Jack West
		Jack West

	CENTRIC RX, INC.

Dated:	By:	/s/ James P.R. Samuels
		James P.R. Samuels, signing on behalf of
		Worldwide Strategies Incorporated

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EXHIBIT 10.5

EMPLOYMENT AGREEMENT WITH PETER LONGBONS

DATED AUGUST 1, 2007

EMPLOYMENT AGREEMENT

The parties agree as follows:

1. Employment . Company hereby employs Employee for the limited term set forth below, and Employee hereby accepts such employment, upon the terms and conditions set forth herein.

2. Duties .

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3. Term .

4. Compensation .

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7. Termination of Employee’s Employment .

For purposes of this Agreement, “ Cause ” is defined as:

(a) Employee’s breach of fiduciary duty to the Company or its Board of Directors;

(b) Acts or omissions constituting negligence, recklessness or willful misconduct on the part of Employee with respect to Employee’s obligations or otherwise relating to the business of Company;

(d) Employee’s conviction or entry of a plea of nolo contendere for fraud, misappropriation or embezzlement, or any felony or crime of moral turpitude;

(e) Employee’s willful neglect of duties as determined in the sole and exclusive discretion of the Board of Directors;

(f) Employee’s failure to perform the essential functions of Employee’s position, with or without reasonable accommodation, due to a mental or physical disability; or

(g) Employee’s death.

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(a) Complies with all surviving provisions of this Agreement as specified in subsection 12.8 below;

Should Employee fail or refuse to provide the items required under this subsection 7.2, the termination shall be deemed to be for Cause under subsection 7.1.

Employee will be deemed to have resigned for “Good Reason” in the event of Company’s material breach of this Agreement.

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12.1 Return of Documentation . Upon termination of employment, Employee shall return all property and records, of any type, of Company held anywhere in Employee’s possession.

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14.4 Costs of Arbitration . The parties shall share equally the costs of the arbitration filing and hearing fees and the cost of the arbitration.

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15. General Provisions .

15.3 Attorneys’ Fees . Each side will bear its own attorneys’ fees in any dispute unless a statutory section at issue, if any, authorizes the award of attorneys’ fees to the prevailing party.

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16. Employee to Seek Advice . Employee acknowledges that he has been advised and encouraged by Company to seek independent advice by counsel before executing this Agreement.

	EMPLOYEE

Dated:		/s/ Peter Longbons
		Peter Longbons

	CENTRIC RX, INC.

Dated:	By:	/s/ James P.R. Samuels
		James P.R. Samuels, signing on behalf of
		Worldwide Strategies Incorporated

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EXHIBIT 10.6

ASSIGNMENT OF INTELLECTUAL PROPERTY AND INDEMNIFICATION AGREEMENT

WITH JEFF CRELIA DATED JULY 31, 2007

ASSIGNMENT OF INTELLECTUAL PROPERTY

AND INDEMNIFICATION AGREEMENT

This of Assignment of Intellectual Property and Indemnification Agreement (this “ Assignment ”) is entered into as of July 31, 2007 (the “ Effective Date ”) by and between Jeff Crelia (“ Assignor ”) and Centric Rx, Inc., a Nevada corporation (“ Company ”).

WHEREAS, the Company has entered into that certain Share Exchange Agreement dated as of June 28, 2007, (the “ Share Exchange Agreement ”) by and between Worldwide Strategies Incorporated, a Nevada corporation (“ WWSI ”), the Company, and Jim Crelia, Jeff Crelia, J. Jireh, Inc., a Nevada Corporation, and Canada Pharmacy Express, Ltd., a Canadian corporation, (collectively, the “ CENTRIC Shareholders ”), whereby WWSI will acquire all of the issued and outstanding shares of the Company.

WHEREAS, Assignor has been performed work on behalf of Company and owns or may own certain trade secrets, inventions, trademarks, service marks, logos, corporate names, domain names, ideas, processes, customer lists, business plans, copy rights, other works of authorship, know-how, improvements, discoveries, developments, refinements, designs and techniques (collectively referred to as “ Intellectual Property ”) related to the Company and its past, present, or future operations.

WHEREAS, Assignor desires to transfer and assign to Company, and Company desires to accept from Assignor any and all rights Assignor owns or may own in and to the Intellectual Property.

WHEREAS, Company desires to hold harmless and indemnify, and Assignor desires to be held harmless and indemnified against any claims regarding ownership of or for any actions taken by Company relating to the Intellectual Property.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Assignment of Intellectual Property . Assignor hereby transfers and assigns to Company all Intellectual Property which Assignor made, conceived, developed or reduced to practice or caused be made, conceived, developed or reduced to practice prior to the Effective Date, and which is directly related to the business to be conducted by Company. Assignor agrees that, without charge to Company, Assignor will promptly execute and deliver further documents and perform all lawful acts necessary to transfer all rights, title and interest in the Intellectual Property to Company.

2. Indemnity . Company agrees to indemnify and hold Assignor harmless from and against any and all charges, costs, expenses and liabilities regardless of when they arose, and howsoever arising, and without limitation, whether arising in law or equity under statute, regulation, governmental ordinance or otherwise, which Assignor sustains or incurs in or in connection with or incidental to any action, claim, demand, proceeding or suit which is brought, commenced, made or prosecuted, or threatened to be brought, commenced, made, or

prosecuted against them, for or in respect of the Intellectual Property transferred to Company, unless Assignor did not act in good faith or had reasonable cause to believe Assignor’s conduct was unlawful with respect the Intellectual Property. Furthermore, no indemnification shall be made in respect of any claim, issue or matter as to which Assignor shall have been adjudged to be liable to Company, unless and only to the extent that a court of competent jurisdiction shall determine that, despite the adjudication of liability but in view of all the circumstances of the case, Assignor is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

IN WITNESS WHEREOF, the parties have executed this Assignment as of the date set forth above.

	ASSIGNOR

		/s/ Jeff Crelia

	CENTRIC RX, INC.

	By:	/s/ James P.R. Samuels
		James P.R. Samuels, signing on behalf of
		Worldwide Strategies Incorporated

EXHIBIT 10.7

ASSIGNMENT OF INTELLECTUAL PROPERTY AND INDEMNIFICATION AGREEMENT

WITH GREGORY KINNEY DATED JULY 31, 2007

ASSIGNMENT OF INTELLECTUAL PROPERTY

AND INDEMNIFICATION AGREEMENT

This of Assignment of Intellectual Property and Indemnification Agreement (this “ Assignment ”) is entered into as of July 31, 2007 (the “ Effective Date ”) by and between Gregory Kinney (“ Assignor ”) and Centric Rx, Inc., a Nevada corporation (“ Company ”).

WHEREAS, Assignor desires to transfer and assign to Company, and Company desires to accept from Assignor any and all rights Assignor owns or may own in and to the Intellectual Property.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

IN WITNESS WHEREOF, the parties have executed this Assignment as of the date set forth above.

	ASSIGNOR

		/s/ Gregory Kinney

	CENTRIC RX, INC.

	By:	/s/ James P.R. Samuels
		James P.R. Samuels, signing on behalf of
		Worldwide Strategies Incorporated

EXHIBIT 10.8

ASSIGNMENT OF INTELLECTUAL PROPERTY AND INDEMNIFICATIONS AGREEMENT

WITH RICK BRUGGER DATED JULY 31, 2007

ASSIGNMENT OF INTELLECTUAL PROPERTY

AND INDEMNIFICATION AGREEMENT

This of Assignment of Intellectual Property and Indemnification Agreement (this “ Assignment ”) is entered into as of July 31, 2007 (the “ Effective Date ”) by and between Rick Brugger (“ Assignor ”) and Centric Rx, Inc., a Nevada corporation (“ Company ”).

WHEREAS, Assignor desires to transfer and assign to Company, and Company desires to accept from Assignor any and all rights Assignor owns or may own in and to the Intellectual Property.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

IN WITNESS WHEREOF, the parties have executed this Assignment as of the date set forth above.

	ASSIGNOR

		/s/ Rick Brugger

	CENTRIC RX, INC.

	By:	/s/ James P.R. Samuels
		James P.R. Samuels, signing on behalf of
		Worldwide Strategies Incorporated

EXHIBIT 10.9

ASSIGNMENT OF INTELLECTUAL PROPERTY AND INDEMNIFICATION AGREEMENT

WITH TODD HICKS DATED JULY 31, 2007

ASSIGNMENT OF INTELLECTUAL PROPERTY

AND INDEMNIFICATION AGREEMENT

This of Assignment of Intellectual Property and Indemnification Agreement (this “ Assignment ”) is entered into as of July 31, 2007 (the “ Effective Date ”) by and between Todd Hicks (“ Assignor ”) and Centric Rx, Inc., a Nevada corporation (“ Company ”).

WHEREAS, Assignor desires to transfer and assign to Company, and Company desires to accept from Assignor any and all rights Assignor owns or may own in and to the Intellectual Property.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

IN WITNESS WHEREOF, the parties have executed this Assignment as of the date set forth above.

	ASSIGNOR

		/s/ Todd Hicks

	CENTRIC RX, INC.

	By:	/s/ James P.R. Samuels
		James P.R. Samuels, signing on behalf of
		Worldwide Strategies Incorporated

EXHIBIT 99.1

PRESS RELEASE DATED AUGUST 6, 2007

Worldwide Strategies Incorporated Acquires Centric Rx

DENVER, Colorado, August 6, - Worldwide Strategies Incorporated (WWSG.OB - News) announced today that they have acquired Centric Rx, a Nevada Corporation based in Las Vegas, Nevada. Centric Rx is a health and pharmaceutical services company which provides a fully integrated offering of discount pharmacy, health, and insurances services. They plan to have closed pharmacy services for individual medical maintenance support and homeopathic products of both private label and generic brands. These products are offered to associations i.e. faith based, industrial, alumni, and athletic associations as well as individuals with special needs to provide health and medical services for those who do not have insurance or are underinsured.

Mr. James P.R. Samuels, CEO and President of Worldwide Strategies Inc., states, "Centric Rx provides a fully integrated health and pharmacy services platform and company that will be supported by our call center expertise.”

Mr. Jim Crelia, President of Centric Rx, states, “Our new association with Worldwide Strategies Inc. will provide for us the opportunity to significantly increase the memberships from the 24 million lives that we will be serving to a much greater number in a very short term. Our focus is the uninsured and the underinsured individual. Our goal is to make a difference in their lives on health and pharmacy services through discounts of 30% to 70%. In many cases for the lives that we touch this is the difference between having access to affordable medicine or no medical care at all.”

Worldwide Strategies

Worldwide Strategies, Inc. is a publicly traded firm (symbol: WWSG.OB) with World Headquarters in Denver, Colorado, USA; offices in Egham, England and affiliated call centers located in the USA, Central America, and South America. Worldwide Strategies Inc. provides call center software platforms and business supporting services through our wholly owned subsidiary Worldwide Business Solutions, Inc (WBSI), they also outsource selected client services to their domestic and multilingual international centers.

For more information, contact DSN Enterprises Inc- 8200 East Pacific Place, # 403, Denver, CO 80231, USA | Phone: 303-863-9663| or visit www.wideinc.com

Safe Harbor Statement

Certain information included in this release contains "forward-looking statements." The forward-looking statements may relate to financial results and plans for future business activities and are thus prospective. The forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. You are cautioned that, while forward-looking statements reflect our good faith belief and best judgment based upon current information, they are not guarantees of future performance and are subject to known and unknown risks and uncertainties.

Source: Worldwide Strategies Inc