fs1a1ex10i_nationalgolf.htm


     

    Exhibit
10.1

     

    
      SUBSCRIPTION
AGREEMENT

      


      NATIONAL
GOLF EMPORIUM, INC.

      Attn: Mr.
Bryan Sawarynski

      25188
Genesee Trail Road

      Golden,
Colorado 80401

      


      


      Gentlemen:

      


      1.           Subscription.

      


             
The undersigned (the "Purchaser"), intending to be
legally bound, hereby irrevocably agrees to purchase from National Golf
Emporium, Inc., a Nevada Corporation (the “Company”), the number of
shares, set forth on the Signature Page at the end of this subscription
Agreement (the “Agreement”) at a purchase price of $0.10 per share with a
minimum investment of $250, upon the terms and conditions hereinafter set forth.
This subscription is submitted to the Company accordance with and subject to the
terms and conditions described in this Agreement and in the Confidential Private
Placement Memorandum dated as of May 19, 2008.

      


                     
The undersigned is delivering (i) the subscription payment made payable to
National Golf Emporium, Inc. (ii) two executed copies of the Signature page at
the end of this Agreement, and (iii) one executed copy of Purchaser
Questionnaire for Individuals (if appropriate), attached hereto as Exhibit II,
to:

      


      National
Golf Emporium, Inc.

      Attn:  Mr..
Bryan Sawarynski

      25188
Genesee Trail Road

      Golden,
Colorado 80401

      


                     
The undersigned understands that the Common Stock is being issued pursuant to
the exemption from the registration requirements of the United States Securities
Act of 1933, as amended (the "Securities Act"), provided by
Regulation D Rule 506 of such Securities Act. As such, the Common Stock is only
being offered and sold to investors who qualify as “accredited investors," and a
limited number of sophisticated investors and the Company is relying on the
representations made by the undersigned in this Agreement that the undersigned
qualifies as such an accredited or sophisticated investor. The shares of Common
Stock are "restricted securities" for purposes of the United States securities
laws and cannot be transferred except as permitted under these
laws.

      


      2.                      Acceptance
of Subscription.

      


      The Offering will be open until the
earlier to occur of (i) September 30, 2008; or (ii) the sale of all of the
common shares, unless extended by us for up to an additional 90 day period, in
our sole discretion.

       

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      
 

      Subject to applicable state securities
laws, the Purchaser may not revoke any subscription that such Purchaser delivers
to the Company. However, the undersigned understands and agrees that the
Company, in its sole discretion, may (i) reject the subscription of any
Purchaser, whether or not qualified, in whole or in, part, and (ii) may withdraw
the Offering at any time prior to the termination of the
Offering.  The Company shall have no obligation to accept
subscriptions in the order received. This subscription shall become binding only
if accepted by the Company.

      


      3.                      Memorandum.

      


      The Purchaser hereby acknowledges
receipt of a copy of the Confidential Private Placement Memorandum dated May 19,
2008 (as, the "Memorandum").

      


      4.                      Representations
and Warranties.

      


      4.1.           The
Company represents and warrants to, and agrees with the undersigned as follows,
in each case as of the date hereof and in all material respects as of the date
of any closing, except for any changes resulting solely from the
Offering:

      


      (a) The
Company is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation with full power and authority to own,
lease, license and use its properties and assets and to carry out the business
in which it is engaged as described in the Memorandum. The Company is in good
standing as a foreign corporation in every jurisdiction in which its ownership,
leasing, licensing or use of property or assets or the conduct of its business
makes such qualification necessary, except where the failure to be so qualified
would not have a material adverse effect on the Company.

      


      (b) The
authorized capital stock of the Company will consist of 100,000,000 shares of
common stock, par value $.001 per share. There are currently 5,000,000 shares of
Common Stock outstanding.

      


      Each
outstanding share of Common Stock is validly authorized, validly issued, fully
paid and non-assessable, without any personal liability attaching to the
ownership thereof and has not been issued and is not or will not be owned or
held in violation of any preemptive rights of stockholders. There is no
commitment, plan or arrangement to issue, and no outstanding option, warrant or
other right calling for the issuance of, any share of capital stock of the
Company or any security or other instrument which by its terms is convertible
into, exercisable for or exchangeable for capital stock of the Company, except,
as may be described in the Memorandum. There is outstanding no security or other
instrument which by its terms is convertible into or exchangeable for capital
stock of the Company, except as may be described in the Memorandum

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
 

      (c)There
is no litigation, arbitration, claim, governmental or other proceeding (formal
or informal), or investigation pending or, to the best knowledge of the officers
of the Company, threatened with respect to the Company, or any of its
subsidiaries, operations, businesses, properties or assets except as may be
described in the Memorandum or such as individually or in the aggregate do not
now have and could not reasonably be expected have a material adverse effect
upon the operations, business, properties or assets of the Company.

      


      (d) The
Company is not in violation of, or in default with respect to, any law, rule,
regulation, order, judgment or decree except as may be described in the
Memorandum or such as in the aggregate do not now have and will not in the
future have a material adverse effect upon the operations, business, properties
or assets of the Company; nor is the Company required to take any action in
order to avoid any such violation or default.

      


      (e) The
Company has all requisite power and authority (i) to execute, deliver and
perform its obligations under this Agreement, and (ii) to issue and sell the
shares in the Offering.

      


      (f) No
consent, authorization, approval, order, license, certificate or permit of or
from, or declaration or filing with, any United States federal, state, local, or
other applicable governmental authority, or any court or any other tribunal, is
required by the Company for the execution, delivery or performance by the
Company of this Agreement or the issuance and sale of the shares, except such
filings and consents as may be required and have been or at the initial closing
will have been made or obtained under the laws of the United States federal and
state securities laws.

      


      (g) The
execution, delivery and performance of this Agreement and the issuance of the
Shares will not violate or result in a breach of, or entitle any party (with or
without the giving of notice or the passage of time or both) to terminate or
call a default under any agreement or violate or result in a breach of any term
of the Company's Articles of Incorporation or Bylaws of, or violate any law,
rule, regulation, order, judgment or decree binding upon, the Company, or to
which any of its operations, businesses, properties or assets are subject, the
breach, termination or violation of which, or default under which, would have a
material adverse effect on the operations, business, properties or assets of the
Company.

      


      (h) The
Shares issuable in this Offering are validly authorized and, if and when issued
in accordance with the terms and conditions set forth in the Memorandum and in
this Agreement, will be validly issued, fully paid and non-assessable without
any personal liability attaching to the ownership thereof, and will not be
issued in violation of any preemptive or other rights of
stockholders.

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      
 

      (i) The
Memorandum and this Agreement do not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading. Without limiting the
generality of the foregoing, there has been no material adverse change in the
financial condition, results of operations, business, properties, assets,
liabilities, or, to the knowledge of the Company, future prospects of the
Company from the latest information set forth in the Memorandum.

      


      4.2.           The
undersigned hereby represents and warrants to, and agrees with, the Company as
follows:

      


      (a) The
undersigned is an "Accredited Investor" as that term is defined in Rule 501 (a)
of Regulation D promulgated under the Securities Act, and as specifically
indicated in Exhibit I attached to this Agreement. "

      


      (b) The
undersigned is a “Sophisticated Investor” as that term is defined in Rule 506(b)
(2) (ii) of Regulation D promulgated under the Securities Act.

      


      (c) For
California and Massachusetts individuals: If the subscriber is a California
resident, such subscriber's investment in the Company will not exceed 10% of
such subscriber's net worth (or joint net worth with his spouse). If the
subscriber is a Massachusetts resident, such subscriber's investment in the
Company will not exceed 25% of such subscriber's joint net worth with such
subscriber's spouse (exclusive of principal residence and its
furnishings).

      


      (d) If a
natural person, the undersigned is: a bona fide resident of the state or
non-United States jurisdiction contained in the address set forth on the
Signature Page of this Agreement as the undersigned's home address; at least 21
years of age; and legally competent to execute this Agreement. If an entity, the
undersigned has its principal offices or principal place of business in the
state or non-United States jurisdiction contained in the address set forth on
the Signature Page of this Agreement, the individual signing on behalf of the
undersigned is duly authorized to execute this Agreement and this Agreement
constitutes the legal, valid and binding obligation of the undersigned
enforceable against the undersigned in accordance with its terms.

      


      (e) The
undersigned has received, read carefully and is familiar with this Agreement and
the Memorandum.

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      
 

      (f) The
undersigned is familiar with the Company's business, plans and financial
condition, the terms of the Offering and any other matters relating to the
Offering, the undersigned has received all materials which have been requested
by the undersigned, has had a reasonable opportunity to ask questions of the
Company and its representatives, and the Company has answered all inquiries that
the undersigned or the undersigned's representatives have put to it. The
undersigned has had access to all additional information necessary to verify the
accuracy of the information set forth in this Agreement and the Memorandum and
any other materials furnished herewith, and have taken all the steps necessary
to evaluate the merits and risks of an investment as proposed
hereunder.

      


      (g) The
undersigned (or the undersigned's purchaser representative) has such knowledge
and experience in finance, securities, taxation, investments and other business
matters so as to be able to protect the interests of the undersigned in
connection with this transaction, and the undersigned's investment in the
Company hereunder is not material when compared to the undersigned's total
financial capacity.

      


      (h) The
undersigned understands the various risks of an investment in the Company as
proposed herein and can afford to bear such risks, including, without
limitation, the risks of losing the entire investment.

      


      (i) The
undersigned acknowledges that no market for the Common Stock presently exists
and none may develop in the future and that the undersigned may find it
impossible to liquidate the investment at a time when it may be desirable to do
so, or at any other time.

      


      (j)           The
undersigned has been advised by the Company that none of the Common Stock has
been registered under the Securities Act, that the Common Stock will be issued
on the basis of the statutory exemption provided by Rule 506 of the Securities
Act or Regulation D promulgated thereunder, or both, relating to transactions by
an issuer not involving any public offering and under similar exemptions under
certain state securities laws; that this transaction has not been reviewed by,
passed on or submitted to any federal or state agency or self-regulatory
organization where an exemption is being relied upon; and that the Company's
reliance thereon is based in part upon the representations made by the
undersigned in this Agreement.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      
 

      (k)           The
undersigned acknowledges that the undersigned has been informed by the Company
of or is otherwise familiar with, the nature of the limitations imposed by the
Securities Act and the rules and regulations thereunder on the transfer of the
Common Stock. In particular, the undersigned agrees that no sale, assignment or
transfer of any of the Common Stock shall be valid or effective, and the Company
shall not be required to give any effect to such a sale, assignment or transfer,
unless (i) the sale, assignment or transfer of such Common Stock is registered
under the Securities Act, it being understood that the Common Stock are not
currently registered for sale and that the Company has no obligation or
intention to so register the Common Stock, except as contemplated by the terms
of this Agreement or (ii) such Common Stock is sold, assigned or transferred in
accordance with all the requirements and limitations of Rule 144 under the
Securities Act (it being understood that Rule 144 is not available at the
present time for the sale of the Common Stock), or (iii) such sale, assignment
or transfer is otherwise exempt from registration under the Securities Act,
including Regulation S promulgated thereunder. The undersigned further
understands that an opinion of counsel and other documents may be required to
transfer the Common Stock.

      


      (l) The
undersigned acknowledges that the Common Stock shall be subject to a stop
transfer order and the certificate or certificates evidencing any Common Stock
shall bear the following or a substantially similar legend or such other legend
as may appear on the forms of Common Stock and such other legends as may be
required by state blue sky laws:

      


      THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE "ACT") OR. APPLICABLE STATE SECURITIES
LAWS, AND SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH SALE OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION
REQUIREMENTS OF THE ACT AND APPLICABLE STATE SECURITIES LAWS.

      


      (m)           The
undersigned will acquire the Common Stock for the undersigned's own account (or
for the joint account of the undersigned and the undersigned's spouse either in
joint tenancy, tenancy by 'he entirety or tenancy in common) for investment and
not with a view to the sale or distribution thereof or the granting of any
participation therein, and has no present intention of distributing or selling
to others any of such interest or granting any participation
therein.

      


      (n) No
representation, guarantee or warranty has been made to the undersigned by any
broker, the Company, any of the officers, directors, stockholders, partners,
employees or agents of either of them, or any other persons, whether expressly
or by implication, that:

      


      (I) the
Company or the undersigned will realize any given percentage of profits and/or
amount or type of consideration, profit or loss as a result of the Company's
activities or the undersigned's investment in the Company; or

       

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      (II) the
past performance or experience of the management of the Company, or of any other
person, will in any way indicate the predictable results of the ownership of the
Common Stock or of the Company's activities.

      


      (o) No
oral or written representations have been made other than as stated in the
Memorandum, and no oral or written information furnished to the undersigned or
the undersigned's advisor(s) in connection with the Offering were in any way
inconsistent with the information stated in the Memorandum.

      


      (p) The
undersigned is not subscribing for the Common Stock as a result of or subsequent
to any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
presented at any seminar or meeting, or any solicitation of a subscription by a
person other than a representative of the Company with which the undersigned had
a pre-existing relationship in connection with investments in securities
generally.

      


      (q) The
undersigned is not relying on the Company with respect to the tax and other
economic considerations of an investment.

      


      (r) The
undersigned understands that the net; proceeds from all subscriptions paid and
accepted pursuant to the Offering (after deduction for commissions, discounts
and expenses of the Offering) will be used in all material respects for the
purposes set forth in the Memorandum.

      


      (s)
Without limiting any of the undersigned's other representations and warranties
hereunder, the undersigned acknowledges that the undersigned has reviewed and is
aware of the risk factors described in the Memorandum.

      


      (t) The
undersigned acknowledges that the representations, warranties and agreements
made by the undersigned herein shall survive the execution and delivery of this
Agreement and the purchase of the Common Stock.

      


      (u) The
undersigned has consulted his own financial, legal and tax advisors with respect
to the economic, legal and tax consequences of an investment in the Common Stock
and has not relied on the Memorandum or the Company, its officers, directors or
professional advisors for advice as to such consequences.

       

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      
 

      5.                      Indemnification.

      


      The Purchaser understands the meaning
and legal consequences of the representations and warranties contained in
Section 4.2, and agrees to indemnify and hold harmless the Company and each
member, officer, employee, agent or representative thereof against any and all
loss, damage or liability due to or arising out of a breach of any
representation or warranty, or breach or failure to comply with any covenant, of
the Purchaser, whether contained in the Memorandum or this Subscription
Agreement. Notwithstanding any of the representations, warranties,
acknowledgments or agreements made herein by the Purchaser, the Purchaser does
not thereby or in any other manner waive any rights granted to the Purchaser
under federal or state securities laws.

      


      6.                      Provisions
of Certain State Laws.

      


      IN MAKING
AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE
ISSUER AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED.
THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED TIE ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

      


      THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.

      


      THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE NEW YORK UNIFORM SECURITIES ACT
AND, THEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE ACT OR
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

      


      
                       
7.                     
Additional
Information.

      

      


      The Purchaser hereby acknowledges and
agrees that the Company may make or cause to be made such further inquiry and
obtain such additional information as they may deem appropriate, with regard to
the suitability of the undersigned.

      


      
                        
8.     Irrevocability; Binding
Effect.

      

      


      The Purchaser hereby acknowledges and
agrees that the Subscription hereunder is irrevocable, that the Purchaser is not
entitled to cancel, terminate or revoke this Subscription.  Agreement
or any agreements of the undersigned thereunder and that this Subscription
Agreement and such other agreements shall survive the death or disability of the
Purchaser and shall be binding upon and inure to the benefit of the parties and
their heirs, executors, administrators, successors, legal representatives and
assigns.  If the Purchaser is more than one person, the obligations of
the Purchaser hereunder shall be joint and several and the agreements,
representations, warranties and acknowledgments herein contained shall be deemed
to be made by and be binding upon each such person and his heirs, executors,
legal representatives and assigns.

       

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      
 

      
                      
  9.                     
Modification.

      

      


                     
Neither this Subscription Agreement nor any provisions hereof shall be waived,
modified, discharged or terminated except by an instrument in writing signed by
the party against whom any such waiver, modification, discharge or termination
is sought.

      


      
                       
10.                   
Notices.

      

      


                   
Any notice, demand or other communication which any party hereto may be
required, or may elect, to give to any other party hereunder shall be
sufficiently given if (a) deposited, postage prepaid, in a United States mail
box, stamped registered or certified mail, return receipt requested, addressed
to such address as may be listed on the books of the Company, or (b) delivered
personally at such address.

      


      
        	
                 
      

              	
                11.

              	
                         Counterparts.

              


      

      


      This Subscription Agreement may be
executed through the use of separate signature pages or in any number of
counterparts, and each such counterpart shall, for all purposes, constitute one
agreement binding on all parties, notwithstanding that all parties are not
signatories to the same counterpart.

      


      
        	
                 
      

              	
                12.

              	
                         Entire
      Agreement.

              


      

      


                     
This Subscription Agreement contains the entire agreement of the parties with
respect to the subject matter hereof and there are no representations, covenants
or other agreements except as stated or referred to herein.

      


      
        	
                 
      

              	
                13.

              	
                        
      Severability.

              


      

      


                    
Each provision of this Subscription Agreement is intended to be severable from
every other provision, and the invalidity or illegality of any Portion hereof
shall not affect the validity or legality of the remainder hereof.

      


      
        	
                 
      

              	
                14.

              	
                        
      Assignability.

              


      

      


      This Subscription Agreement is not
transferable or assignable by the Purchaser.

      


      
        	
                 
      

              	
                15.

              	
                        
      Applicable Law.

              


      

      


                    
This Subscription Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado as applied to residents of that State
executing contracts wholly to be performed in that State.

       

      
        	
                 
      

              	
                16.

              	
                         
      Choice of Jurisdiction.

              


      

      


                    
The parties agree that any action or proceeding arising, directly, indirectly or
otherwise, in connection with, out of or from this Subscription Agreement, any
breach hereof or any transaction covered hereby shall be resolved within the
County of Jefferson and State of  Colorado.
Accordingly, the parties consent and submit to the jurisdiction of the United
States federal and state courts located within the County of Jefferson and State
of Colorado.

      


       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      IN WITNESS THEREOF, the
undersigned exercises and agrees to be bound by this Subscription Agreement by
executing the Signature Page attached hereto on the date therein
indicated.

      


      SUBSCRIPTION
AGREEMENT

      SIGNATURE
PAGE

      


      By executing this Signature Page, the
undersigned hereby executes, adopts and agrees to all terms, conditions and
representations of this Subscription Agreement and acknowledges all requirements
are met by the purchaser to purchase shares in the Company.

      


      Number of
Shares Subscribed at $.10 per
Share:  ___________________________________

      


      Aggregate
Purchase Price:
$  ____________________________________________________

      


      Type of
ownership:                              ____________                               Individual

      ____________                                Joint
Tenants

      
                                                                     
  ____________                               
Tenants by the Entirety

      

      ____________                                Tenants
in Common

      ____________                                Subscribing
as Corporation or Partnership

      ____________                                Other

      


      IN WITNESS WHEREOF, the undersigned
Purchaser has executed this Signature

      Page this
__________     day of ________________________,
20__.

      


      _____________________________                                                  ______________________________

      Exact
Name in which Shares are
to                                                         Exact
Name in which Shares are to

      be
Registered                                                                                            
be Registered

      


      _____________________________                                                 
______________________________

      Signature                                                                                                    
Signature

      


      _____________________________                                                 
______________________________

      Print
Name                                                                                               
   Print Name

      


      __________________________                                                         ______________________________

      Tax
Identification
Number:                                                                       Tax
Identification Number

      _____________________________                                                  ______________________________

      


      _____________________________                                                  ______________________________

      Mailing
Address                                                                                     
  Mailing Address

      _____________________________                                                  ______________________________

      Residence
Phone
Number                                                                        Residence
Phone Number

      


      _____________________________                                                  ______________________________

      Work
Phone
Number                                                                                Work
Phone Number

      


      _____________________________                                                  ______________________________

      E-Mail
Address                                                                                         
E-Mail Address

      


      ACCEPTANCE
OF SUBSCRIPTION

      


      NATIONAL
GOLF EMPORIUM, INC. hereby accepts the subscription of ________________Shares as
of the ____________day of _________________, 20___.

      


      NATIONAL
GOLF EMPORIUM, INC.

       

      By:       ___________________________________________________________________

      Name:  ___________________________________________________________________

      Title:     ___________________________________________________________________

       

       

      
        
           

        

        
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      Exhibit I
to Subscription Agreement

       

      DEFINITION
OF "ACCREDITED INVESTOR"

      WITHIN
THE MEANING OF REGULATION D

      


      An accredited investor means any person
who comes within any of the following categories, or whom the Company reasonably
believes comes within any of the following categories, at the time of the sale
of the Shares to that person:

      


      (i) any bank as defined in Section
3(a)(2) of the Securities Act or any savings and loan association or other
institution as defined in Section 3(a)(5)(A) of the Securities Act whether
acting in its individual or fiduciary capacity; any broker dealer registered
pursuant to Section 15 of the Exchange Act; any insurance company as defined in
Section 2(13) of the Securities Act; any investment company registered under the
Investment Company Act of 1940 or a business development company as defined in
Section 2(a)(48) of that act; any Small Business Investment Company licensed by
the U.S., Small Business Administration under Section 301 (c) or (d) of the
Small Business Investment Act of 1958; any plan established and maintained by a
state, its political subdivisions, or any agency or instrumentality of a state
or its political subdivisions, for the benefit of its employees, if such plan
has total assets in excess of $5,000,000; any employee benefit plan within the
meaning of the Employee Retirement Income Security Act of 1974, if the
investment decision is made by a plan fiduciary, as defined in Section 3(21) of
such act, which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the employee benefit plan has
total assets in excess of $5,000,000, or, if a self-directed plan, with
investment decisions made solely by persons that are accredited
investors;

      


      (ii)  any private business
development company as defined in Section 202(a) (22) of the Investment Advisers
Act of 1940;

      


      (iii) any organization described in
Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or
similar business trust, or partnership, not formed for the specific purpose of
acquiring the securities offered, with total assets in excess of
$5,000,000;

      


      (iv)  any of the directors or
executive officers of the Company;

      


      (v)  any natural person whose
individual net worth, or joint net worth with that person's spouse, at the time
of investment in the Common Stock, exceeds $500,000;

      


      (vi) any natural person who had an
individual income in excess of $1,500,000 in each of the two most recent years
or joint income with that person's spouse in excess of $300,000 in each of those
years and has a reasonable expectation of reaching that same income level in the
current year;

      


      (vii) any trust with total assets in
excess of $5,000,000, not formed for the specific purpose of acquiring the
Common Stock, whose purchase is directed by a sophisticated person as described
in Rule 506(b)(2)(ii) of Regulation D; or

      


      (viii)  any entity in which
all of the equity owners are accredited investors.

      


      


      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      Exhibit
II to Subscription Agreement

      


      PURCHASER
QUESTIONNAIRE FOR INDIVIDUALS

      


      Purpose
of this Questionnaire.

      


      Shares of National Golf Emporium, Inc.,
a Nevada Corporation (the "Company'), are being offered without registration
under the Securities Act of 1933, as amended (the "Securities Act"), or the
securities laws of certain states, in reliance on the private offering exemption
contained in Rule 506 of the Securities Act and on Regulation D of the
Securities and Exchange Commission thereunder ("Regulation D"), and in reliance
on similar exemptions under certain applicable state laws. The purpose of this
Purchaser Questionnaire is to assure the Company that the proposed purchaser
meets the standards imposed for the application of such exemptions including,
but not limited to, whether the proposed purchaser qualifies as an "accredited
investor" as defined in Rule 501 under the Act or a “sophisticated investor” as
defined in Rule 506 under the Act, your answers will at all times be kept
strictly confidential. However, by signing this purchaser Questionnaire you
agree that the Company may present this Purchaser Questionnaire to such parties
as the Company may deem appropriate if called upon under the law to establish
the availability of any exemption from registration of the private placement or
if the contents hereof are relevant to any issue in any action, suit or
proceeding to which the Company is a party or by which it may be bound. The
undersigned realizes that this Purchaser Questionnaire does not constitute an
offer by the Company to sell shares but is a request for
information.

      


      THE
COMPANY WILL NOT OFFER OR SELL SHARES TO ANY INDIVIDUAL WHO HAS NOT FILLED OUT,
AS THOROUGHLY AS POSSIBLE, A PROSPECTIVE PURCHASER QUESTIONNAIRE.

      


      Instructions:

      


      One (1)
copy of this Questionnaire should be completed, signed, dated and delivered
to:

      


      Mr. Bryan
Sawarynski

      25188
Genesee Trail Road

      Golden,
Colorado 80401

      


      Please
contact Mr. Bryan Sawarynski at (303) 501-8600 if you have any questions with
respect to the Questionnaire.

      


      PLEASE
ANSWER ALL QUESTIONS. If the appropriate answer is "None" or "Not Applicable,"
so state. Please print or type your answers to all questions. Attach additional
sheets if necessary to complete your answers to any item.

       

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      
 

      I.           General
Information:

      Name:  ________________________________

      Date of
Birth:  ______________________________

      Residence
Address:  _______________________________________________________________

      Business
Address:  ________________________________________________________________

      Home
Telephone No.:
______________________________________________________________

      Business
Telephone
No:  ____________________________________________________________

      E-mail
Address:  ___________________________________________________________________

      Preferred
Mailing Address: ________
Business      or  _________  Home  (check
one)

      Social
Security
Number:  ____________________________________________________________

      Marital
Status:  ____________________________________________________________________

      


      II.           Financial
Condition:

      


      1.           Did
your individual annual income during each of 2006 and 2007 exceed $1,000,000 and
do you reasonably expect your individual annual income during 2008 to exceed
$1,000,000?

      Yes _______  No
_______

      


      2.           Did
your joint (with spouse) annual income during each of 2006 and 2007 exceed
$300,000 and do you reasonably expect your individual annual income during 2008
to exceed $300,000?

       

                     
Yes _______No  _______

      


      3.           Does
your individual or joint net worth exceed $500,000?

      Yes
_______  No  _______

      


      By
signing this Questionnaire I hereby confirm the following
statements:

      


      (a) I am aware that the offering of
Common Stock will involve securities that are not transferable and for which no
market exists, thereby requiring my investment to be maintained for an
indefinite period of time.

      


      (b) I acknowledge that any delivery to
me of the Memorandum relating to the Shares of Common Stock prior to the
determination by the Company of my suitability as an investor, shall not
constitute an offer of such Shares until such determination of suitability shall
be made, and I agree that I shall promptly return the Memorandum to the Company
upon request.

      


      (c)  My answers to the
foregoing questions are, and were on any date (if any) that I previously
subscribed for Shares in the Company, true and complete to the best of my
information and belief and were true on any date that I previously as of, and I
will promptly notify the Company of any changes in the information I have
provided.

       

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

      
 

      Executed:

      


      Date:________________  _______________________________________________

      (Printed Name)

      Place:  ____________________________________

      __________________________________________

      (Signature)

      __________________________________________

      (Printed Name of Joint
Subscriber)