**NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
      WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER
      THIS
      WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN EXEMPTION
      FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION SHALL BE APPLICABLE,
      THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
      THAT SUCH REGISTRATION IS NOT REQUIRED.**




**ELEMENT
      21 GOLF COMPANY**





**COMMON
      STOCK PURCHASE WARRANT**





Element
      21 Golf Company, a Delaware corporation (the “Company”), recognizes that it has
      an employment agreement with Nataliya Hearn, or
      any
      transferee or assignee of this Warrant (the
      “Warrantholder”), and
      Nataliya Hearn is entitled to receive Warrants at her option on lieu of cash
      salary from time to time, subject to the terms set forth below, to purchase
      from
      the Company at any time or from time to time before 5:00 p.m. Eastern time,
      on
      the Expiration Date (as hereinafter defined), that number of fully paid and
      nonassessable shares of common
      stock ,
      $.01
      par value per share, of the Company (the“Warrant Shares”) as is
      equal to the Warrant Number (as hereinafter defined), at a purchase price per
      share as shall be equal to the Purchase Price (as hereinafter defined) in effect
      at the time of the exercise of this Warrant. The Warrant Number and the Purchase
      Price are subject to adjustment as provided in this Warrant.





From
      time
      to time, as warrants are issued at the option of Nataliya Hearn in lieu of
      cash
      compensation, are exercised, expire or are amended, such information will be
      noted on Exhibit A. As support of such changes, the Company’s board of directors
      will approve via board resolution, or by any other means that it determines
      satisfactory, the amendment of Exhibit A, no less than quarterly.





As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings:





(a)  The
      term
“Company” shall include Element 21 Golf Company and any corporation that shall
      succeed to or assume the obligations of Element 21 Golf Company hereunder.





(b)  The
      term
“Expiration Date” means the date per column 3 of Exhibit A.










(c)  The
      term
“Purchase Price” shall mean $0.01 subject to adjustment pursuant to Section 6
      below.





(d)  The
      term
“Registered Stock” shall mean the stock underlying the warrant is registered
      under the Securities Act of 1933 upon exercise of the Warrant. The status of
      the
      stock as registered or unregistered is noted on column 5 of Exhibit
      A,





(e)  The
      term
“Warrant Number” shall mean the number per column 4 of Exhibit A **,**  subject
      t o
      adjustment pursuant to Section 6 below.





(f)  The
      term
“ W arrant
      Shares ”
      includes the Company’s c ommon
      stock ,
      $.01
      par value per share  and
      any
      other securities or property of the Company or of any other person (corporate
      or
      otherwise) which the Warrantholder at any time shall be entitled to receive
      on
      the exercise hereof in lieu of or in addition to such Common Stock, or which
      at
      any time shall be issuable in exchange for or in replacement of such Common
      Stock. Warrant Shares shall mean the number per column 4 of Exhibit
      A **,**  subject
      t o
      adjustment pursuant to Section 6 below.





1.  Initial
      Exercise Date; Expiration . This Warrant
      may be exercised at any time or from time to time  until 5:00
      p.m., Eastern time, on the Expiration Date.





2.  Exercise
      of Warrant .





(a)  This
      Warrant may be exercised in whole or in part by presentation and surrender
      hereof to the Company at its principal office, or at the office of its stock
      transfer agent, if any, with the Purchase Form annexed hereto as Exhibit B
      (the
“Purchase Form”) duly executed and accompanied by payment of the Purchase Price
      for the number of shares of Common Stock specified in such form. If this Warrant
      should be exercised in part only, the Company shall, upon surrender of this
      Warrant for cancellation, execute and deliver a new Warrant evidencing the
      rights of the Warrantholder hereof to purchase the balance of the shares of
      Common Stock purchasable hereunder. Upon receipt by the Company of this Warrant
      at its office, or by the stock transfer agent of the Company at its office,
      in
      proper form for exercise, the Warrantholder shall be deemed to be the holder
      of
      record of the shares of Common Stock issuable upon such exercise,
      notwithstanding that the stock transfer books of the Company shall then be
      closed or that certificates representing such shares of Common Stock shall
      not
      then be actually delivered to the Warrantholder.





(b)  For
      any
      partial exercise pursuant to Section 2(a) hereof, the Warrantholder shall
      designate in the Purchase Form the number of shares of Common Stock that it
      wishes to purchase. On any such partial exercise, the Company at its expense
      shall forthwith issue and deliver to the Warrantholder a new warrant of like
      tenor, in the name of the Warrantholder, which shall be exercisable for such
      number of shares of Common Stock represented by this Warrant which have not
      been
      purchased upon such exercise.










3.  Effectiveness
      of Exercise .
      The
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the business day on which this Warrant is
      surrendered to the Company as provided in Section 2.





4.  Delivery
      on Exercise .
      As soon
      as practicable after the exercise of
      this
      Warrant in full or in part pursuant to Section 2, as the case may be, and in
      any
      event within five (5) business days thereafter, the Company at its expense
      (including the payment by it of any applicable issue taxes but
      excluding the payment of taxes to which the Warrantholder is subject as a result
      of the conduct of its business activity )
      will
      cause to be issued in the name of and delivered to the Warrantholder, or as
      such
      Warrantholder may direct, a certificate or certificates for the number of fully
      paid and nonassessable full Warrant
      Shares to which
      such holder shall be entitled on such exercise ,
      together with cash, in lieu of any fraction of a share, equal to such fraction
      of the then fair market value of one full share as determined in good faith
      by
      the Board of Directors of the Company.





5.  Adjustment
      for Reorganization, Consolidation, Merger, etc.





(a)  General .
      In case
      at any time or from time to time, the Company shall (a) effect a reorganization,
      (b) consolidate with or merge into any other person, or (c) transfer all or
      substantially all of its properties or assets to any other person under any
      plan
      or arrangement contemplating the dissolution of the Company (each of the
      foregoing, a “Business Combination”),  and
      such
      Business Combination shall be effected in such a way that holders of shares
      of
      the Company’s Common Stock (or any shares of stock or other securities at the
      time issuable upon exercise of this Warrant ) shall be entitled to receive
      stock, securities or assets, with respect to or in exchange for such shares,
      then, in
      each
      such case, the holder of this Warrant, on the exercise hereof as provided in
      Section 2 at any time after the consummation of such Business Combination or
      the
      effective date of such dissolution, as the case may be, shall receive, in lieu
      of the Warrant Shares issuable
      on such exercise prior to such consummation or such effective date, the stock
      and other securities and property (including cash) to which such holder would
      have been entitled upon such consummation or in connection with such
      dissolution, as the case may be, if such holder had so exercised this Warrant,
      immediately prior thereto, all subject to further adjustment thereafter as
      provided in Section 6.





(b)  Dissolution .
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, prior to such
      dissolution, shall at its expense deliver or cause to be delivered to
      the
      Warrantholder the
      stock
      and other securities and property (including cash, where applicable) receivable
      by the Warrantholder after
      the effective date of such dissolution pursuant to this Section 5  provided,
      however, that the Warrantholder may request that such securities or property
      be
      delivered to a trustee
      for the holder or holders of the Warrants and the
      Company shall bear reasonable expenses for such delivery .





(c)  Continuation
      of Terms .
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 5, this Warrant ,
      to the
      extent not yet exercised in full,  shall
      continue in full force and effect and the terms hereof shall be applicable
      to
      the shares of stock and other securities and property receivable on the exercise
      of this Warrant after the consummation of such reorganization, consolidation
      or
      merger or the effective date of dissolution following any such transfer, as
      the
      case may be, and shall be binding upon the issuer of any such stock or other
      securities, including, in the case of any such transfer, the person acquiring
      all or substantially all of the properties or assets of the Company, whether
      or
      not such person shall have expressly assumed the terms of this
      Warrant.










6.  Adjustment
      of Purchase Price and Number of Shares .
      The number of the Warrant
      Shares issuable
      upon exercise of this
      Warrant (or any shares of stock or other securities at the time issuable upon
      exercise of this
      Warrant) and the purchase price therefor, are subject to adjustment upon the
      occurrence of the following events:





(a)  Adjustment
      for Stock Splits, Stock Dividends, Recapitalizations, etc. The
      exercise price of this Warrant and the number of Shares issuable
      upon exercise  of
      this
      Warrant (or any shares of stock or other securities at the time issuable upon
      exercise of
      this
      Warrant) shall be appropriately adjusted to reflect any stock dividend, stock
      split, combination of shares, reclassification, recapitalization or other
      similar event affecting the number of outstanding shares of Common Stock
      (or  other
      stock or securities if the Warrantholder is then entitled to receive such stock
      or
      securities upon
      exercise of this Warrant ).
      For
      example, if there should be a 2-for-1 stock split of the
      Common Stock ,
      the
      exercise price would be divided by two and such number of shares would be
      doubled.





(b)  Adjustment
      for Other Dividends and Distributions. In case the Company shall make or issue,
      or shall fix a record date for the determination of eligible holders entitled
      to
      receive, a dividend or other distribution after the date hereof with respect
      to
      the Warrant
      Shares (or any
      shares of stock or other securities at the time issuable upon exercise
      of the
      Warrant) payable in (i) securities of the Company (other than shares of Stock)
      or (ii) assets (excluding cash dividends paid or payable solely out of current
      or retained earnings), then, in each case, the holder of this Warrant on
      exercise hereof
      at
      any time after the consummation or
      record date of such event (provided the event is later consummated) ,
      shall
      receive, in addition to the Warrant
      Share s (or such
      other stock or securities) issuable on such exercise prior to
      such date, the securities or such other assets of the Company to which such
      holder would have been entitled upon such date if such holder had exercised this
      Warrant immediately prior thereto (all subject to further adjustment as provided
      in this Warrant).





(c)  Anti-Dilution
      Protection . (i)  General .
      If the
      Company shall at any time or from time to time, issue, sell or otherwise dispose
      of any additional shares of Common Stock (including shares owned or held by
      or
      for the account of the Company), however designated (other than shares of Common
      Stock excepted from the provisions of this Section 6(c) by subsection (iv)
      or
      otherwise covered by Sections 6(a) and (b)) without consideration or for a
      net
      consideration per share less than the Purchase Price in effect immediately
      prior
      to such issuance, then, and in each such case: (a) the Purchase Price shall
      be
      lowered to the price (but in no event below $.01 per share) determined by
      dividing (i) an amount equal to the sum of (a) the number of shares of Common
      Stock outstanding immediately prior to such issue or sale multiplied by the
      then
      existing Purchase Price, and (b) the consideration, if any, received by the
      Corporation upon such issue or sale, by (ii) the sum of the total number of
      shares of Common Stock outstanding immediately prior to such issue or sale
      plus
      the number of shares of Common Stock so issued and sold; and (b) the holder
      of
      this Warrant shall thereafter, on the exercise hereof, be entitled to receive
      the Warrant Number determined by multiplying the Warrant Number which would
      be
      issuable on such exercise immediately prior to such issuance by the fraction
      of
      which (i) the numerator is the Purchase Price in effect immediately prior to
      such issuance and (ii) the denominator is the Purchase Price in effect on the
      date of such exercise.










(ii)  Definitions,
      etc. For
      purposes of this Section 6: The issuance of any warrants, options or other
      subscription or purchase rights with respect to shares of Common Stock and
      the
      issuance of any securities convertible into or exchangeable for such shares
      of
      Common Stock (or the issuance of any warrants, options or any rights with
      respect to such convertible or exchangeable securities) shall be deemed an
      issuance at such time of such Common Stock if the Net Consideration Per Share
      which may be received by the Company for such Common Stock (as hereinafter
      determined) shall be less than the Purchase Price at the time of such issuance
      and, except as hereinafter provided, an adjustment in the Purchase Price and
      the
      number of shares of Common Stock issuable upon exercise of this Warrant shall
      be
      made upon each such issuance in the manner provided in subsection (i). Any
      obligation, agreement or undertaking to issue warrants, options, or other
      subscription or purchase rights at any time in the future shall be deemed to
      be
      an issuance at the time such obligation, agreement or undertaking is made or
      arises. Except as otherwise provided herein, no adjustment of the Purchase
      Price
      and the number of shares of Common Stock issuable upon exercise of this Warrant
      shall be made under subsection (i) upon the issuance of any shares of Common
      Stock which are issued pursuant to the exercise of any warrants, options or
      other subscription or purchase rights or pursuant to the exercise of any
      conversion or exchange rights in any convertible securities if any adjustment
      shall previously have been made upon the issuance of any such warrants, options
      or other rights or upon the issuance of any convertible securities (or upon
      the
      issuance of any warrants, options or any rights therefor) as above provided.
      Any
      adjustment of the Purchase Price and the number of shares of Common Stock
      issuable upon exercise of this Warrant with respect to this subsection (ii)
      which relates to warrants, options or other subscription or purchase rights
      with
      respect to shares of Common Stock shall be disregarded if, as, and when the
      respective warrant, option or other subscription or purchase rights expire
      or
      are cancelled without being exercised, so that the Purchase Price effective
      immediately upon such cancellation or expiration shall be equal to the Purchase
      Price in effect at the time of the issuance of the expired or cancelled
      warrants, options or other subscriptions or purchase rights, with such
      additional adjustments as would have been made to that Purchase Price had the
      expired or cancelled warrants, options or other subscriptions or purchase rights
      not been issued. For purposes of this subsection (ii), the “Net Consideration
      Per Share” which may be received by the Company shall be determined as
      follows:










(A)  The
“Net
      Consideration Per Share” shall mean the amount equal to the total amount of
      consideration, if any, received by the Company for the issuance of such
      warrants, options, subscriptions, or other purchase rights or convertible or
      exchangeable securities, plus the minimum amount of consideration, if any,
      payable to the Company upon exercise or conversion thereof, divided by the
      aggregate number of shares of Common Stock that would be issued if all such
      warrants, options, subscriptions, or other purchase rights or convertible or
      exchangeable securities were exercised, exchanged or converted.





(B)  If
      the
“Net Consideration Per Share” which may be received by the Company shall change
      (other than under or by reason of provisions designed to protect against
      dilution), the Purchase Price in effect at the time of such event shall
      forthwith be readjusted to the Purchase Price which would have been in effect
      at
      such time had such warrants, options, subscriptions, or other purchase rights
      or
      convertible or exchangeable securities provided for such changed “Net
      Consideration Per Share” at the time initially granted, issued or sold, but only
      if as a result of such adjustment the Purchase Price then in effect hereunder
      is
      thereby reduced. If the “Net Consideration Per Share” shall be reduced at any
      time under or by reason of provisions designed to protect against dilution,
      then
      in case of the delivery of Common Stock upon the exercise or conversion of
      any
      such warrants, options, subscriptions, or other purchase rights or convertible
      or exchangeable securities, the Purchase Price then in effect hereunder shall
      forthwith be adjusted to such amount as would have obtained had such warrant,
      option, subscription, or other purchase right or convertible or exchangeable
      security never been issued as to such Common Stock and had adjustments been
      made
      upon the issuance of the Common Stock delivered as aforesaid, but only if as
      a
      result of such adjustment the Purchase Price then in effect hereunder is thereby
      reduced.





For
      purposes of this Section 6(c), if a part or all of the consideration received
      by
      the Company in connection with the issuance of shares of the Common Stock or
      the
      issuance of any of the securities described in this Section 6(c), consists
      of
      property other than cash, such consideration shall be deemed to have the same
      value as shall be determined in good faith by the board of directors of the
      Company, without deduction of any expenses incurred or any underwriting
      commissions or concessions paid or allowed by the Company in connection
      therewith.





This
      subsection (ii) shall not apply under any of the circumstances described in
      Sections 6(a) or 6(b).





(iii)  Dilution
      in Case of Other Securities .
      In case
      any securities other than shares of stock of the Company shall be issued or
      sold, or shall become subject to issue upon the conversion or exchange of any
      shares of stock of the Company (or any other person referred to in Section
      5) or
      subscription, purchase or other acquisition pursuant to any rights or options
      granted by the Company (or such other person), for a consideration per share
      such as to dilute the purchase rights evidenced by this Warrant, the
      computations, adjustments and readjustments provided for in this Section (c)
      with respect to the Purchase Price and the number of shares of Common stock
      issuable upon exercise of this Warrant shall be made as nearly as possible
      in
      the manner so provided and applied to determine the amount of other securities
      from time to time receivable on the exercise of the Warrants, so as to protect
      the holders of the Warrants against the effect of such dilution.









(iv)  Certain
      Issues of Common Stock .
      Anything herein to the contrary notwithstanding, the Company shall not be
      required to make any adjustment of the Purchase Price in the case of:




a.  the
      issuance of any shares of Common Stock as a stock dividend to holders of shares
      of the Company’s capital stock or upon any subdivision or combination of shares
      of the Company’s capital stock;




b.  the
      issuance of any shares of Common Stock upon conversion of shares of Series
      B
      Convertible Preferred Stock, or any other shares of convertible preferred stock
      outstanding as of the date hereof;




c.  the
      issuance of up to 20,000,000 shares of Common Stock or options with respect
      thereto (subject in either case to appropriate adjustment for stock splits,
      stock dividends, recapitalizations and similar events occurring after the date
      of this Agreement), issued or issuable to employees, directors or officers
      of,
      or consultants to, the Company or any subsidiary of the Company pursuant to
      any
      plan, agreement or arrangement approved by the Board of Directors of the Company
      (it being understood that any shares subject to options that expire or terminate
      unexercised or any restricted stock repurchased by the Company shall not be
      counted towards the maximum number set forth in this clause c. unless and until
      regranted or reissued pursuant to any such plan, agreement or
      arrangement);




d.  the
      issuance of shares of Common Stock upon the exercise of any warrant to purchase
      shares of Common Stock outstanding as of the date hereof or any warrant issued
      to a purchaser of shares of the Company’s Series B Preferred Stock in connection
      with the Company’s Series B Preferred Stock equity financings;




e.  the
      issuance of securities solely in consideration for the acquisition (whether
      by
      merger or otherwise) by the Company or any subsidiary of the Company of all
      or
      substantially all of the stock or assets of any other entity;




f.  the
      issuance of shares of Common Stock by the Company in a firm-commitment
      underwritten public offering pursuant to an effective registration statement
      under the Securities Act; or









g.  the
      issuance of shares of Common Stock, or the grant of options or warrants
      therefor, in connection with (i) any present or future borrowing, line of
      credit, leasing or similar financing arrangement approved by the Board of
      Directors of the Company, or (ii) sponsored research, collaboration, technology
      license, development, OEM, marketing or other similar agreements or strategic
      partnerships approved by the Board of Directors of the Company. ****




h.
      the
      issuance of any shares of Common Stock upon the conversion of any convertible
      notes or preferred stock as disclosed in any of the annual or quarterly reports
      listed on Annex E to the Subscription Agreement




i.
      the
      issuance of any shares of Common Stock upon the exercise of any warrant to
      purchase shares of Common Stock as disclosed in any of the annual or quarterly
      reports listed on Annex E to the Subscription Agreement




(d)  Certificate
      as to Adjustments .
      In case
      of any adjustment or readjustment in the price or kind of securities issuable
      on
      the exercise of this
      Warrant, the Company will promptly give written notice thereof to the holder
      of
      this Warrant in the form of a certificate, certified and confirmed by the
      President of the Company, setting forth such adjustment or readjustment and
      showing in reasonable detail the facts upon which such adjustment or
      readjustment is based.





7.  No
      Impairment .
      The
      Company will not, by amendment of its Certificate of Incorporation or through
      any reorganization, transfer of assets, consolidation, merger, dissolution,
      issue or sale of securities or any other voluntary action, avoid or seek to
      avoid the observance or performance of any of the terms of this Warrant, but
      will at all times in good faith assist in the carrying out of all such terms
      and
      in the taking of all such action as may be necessary or appropriate in order
      to
      protect the rights of the holder of this Warrant against impairment. Without
      limiting the generality of the foregoing the Company (a) will
      not
      increase the par value of any shares of stock receivable on the exercise of
      this
      Warrant above the amount payable therefore on such exercise, (b) will at
      all times reserve and keep available a number of its authorized shares of Common Stock,
      free from all preemptive rights therein, which will be sufficient to permit
      the
      exercise of
      this
      Warrant by the Warrantholder, and ( c ) shall
      take all such action as may be necessary or appropriate in order that all Warrant
      Shares as may
      be issued pursuant to the exercise of
      this
      Warrant will, upon issuance in
      accordance with the terms hereof ,
      be duly
      and validly issued, fully paid and nonassessable and free from all liens
      and charges with respect to the issue thereof.










8.  Notices
      of Record Date, etc. In the
      event of





(a)  any
      taking by the Company of a record of the holders of  Common
      Stock (or shares of stock or other securities at the
      time issuable upon exercise of this Warrant) for the
      purpose of determining the holders thereof who are entitled to receive any
      dividend or other distribution, or any right to subscribe for, purchase or
      otherwise acquire any shares of stock of any class or any other securities
      or
      property, or to receive any other right, or





(b)  any reclassification
      or recapitalization of the Common Stock
      (or
      shares of stock or other securities at the time issuable upon exercise of this
      Warrant) ,
      or any
      transfer of all or substantially all the assets of the Company to or
      consolidation or merger of the Company with or into any other person, or





(c)  any
      voluntary or involuntary dissolution, liquidation or winding-up of the Company, then
      and
      in each such event the Company will mail to the holder hereof a notice
      specifying (i) the date on which any such record is to be taken for the
      purpose of such dividend, distribution or right, and stating the amount and
      character of such dividend, distribution or right, and (ii) the date on
      which any such reclassification, recapitalization, transfer, consolidation, merger,
      dissolution, liquidation or winding-up is to take place, and the time, if any
      is
      to be fixed, as of which the holders of record of Common Stock
      (or
      any shares of stock or other securities at the time issuable upon the
      exercise of this
      Warrant) shall be entitled to exchange their shares for securities or other
      property deliverable on such reorganization, reclassification, recapitalization,
      transfer, consolidation, merger, dissolution, liquidation or winding-up. Such
      notice shall be mailed at least 10 days prior to the date therein specified.




9.  Replacement
      of Warrant .
      On
      receipt by the Company of evidence reasonably satisfactory to the Company of
      the
      loss, theft, destruction or mutilation of this Warrant and, in the case of
      any
      such loss, theft or destruction of this Warrant, on delivery of an indemnity
      agreement reasonably satisfactory in form and amount to the Company or, in
      the
      case of any such mutilation, on surrender and cancellation of such Warrant,
      the
      Company at its expense will execute and deliver, in lieu thereof, a new Warrant
      of like tenor.





10.  Investment
      Intent .
      Unless
      a current registration statement under the Securities Act of 1933, as amended,
      shall be in effect with respect to the issuance of the securities to be issued
      upon exercise of this
      Warrant, the holder thereof, by accepting this Warrant, covenants and agrees
      that, at the time of exercise hereof,
      and at the time of any proposed transfer of securities acquired upon exercise hereof,
      such holder will deliver to the Company a written statement that the securities
      acquired by the holder upon exercise hereof
      are for the own account of the holder for investment and are not acquired with
      a
      view to, or for sale in connection with, any distribution thereof (or any
      portion thereof) and with no present intention (at any such time) of offering
      and distributing such securities (or any person thereof).










11.  Transfer .
      Subject
      to compliance with applicable federal and state securities laws, this Warrant
      may be transferred by the Warrantholder with respect to any or all of the shares
      purchasable hereunder. Upon surrender of this Warrant to the Company, together
      with the assignment hereof properly endorsed, for transfer of this Warrant
      as an
      entirety by the Warrantholder, the Company shall issue a new warrant of the
      same
      denomination to the assignee. Upon surrender of this Warrant to the Company,
      together with the assignment hereof properly endorsed, by the Warrantholder
      for
      transfer with respect to a portion of the shares of Common Stock purchasable
      hereunder, the Company shall issue a new warrant to the assignee, in such
      denomination as shall be requested by the Warrantholder, and shall issue to
      such
      Warrantholder a new warrant covering the number of shares in respect of which
      this Warrant shall not have been transferred.





12.  No
      Rights or Liability as a Stockholder .
      This
      Warrant does not entitle the Warrantholder to any voting rights or other rights
      as a stockholder of the Company. No provisions hereof, in the absence of
      affirmative action by the Warrantholder to purchase Warrant
      Shares ,
      and no
      enumeration herein of the rights or privileges of the Warrantholder shall give
      rise to any liability of such Warrantholder as a stockholder of the Company.





13.  Damages .
      The
      Company recognizes and agrees that the Warrantholder will not have an adequate
      remedy if the Company fails to comply with the terms of this Warrant and that
      damages will not be readily ascertainable, and the Company expressly agrees
      that, in the event of such failure, it shall not oppose an application by the
      holder of this Warrant or any other person entitled to the benefits of this
      Warrant requiring specific performance of any and all provisions hereof or
      enjoining the Company from continuing to commit any such breach on the terms
      hereof.





14.  Notices .
      All
      notices referred to in this Warrant shall be in writing and shall be delivered
      personally or by certified or registered mail, return receipt requested, postage
      prepaid and will be deemed to have been given when so delivered or mailed
      (i) to the Company, at its principal executive offices and (ii) to the
      Warrantholder, at such Warrantholder’s address as it appears in the records of
      the Company (unless otherwise indicated in accordance with the provisions of
      this Section 15 by such holder).





15.  Payment
      of Taxes .
      All W arrant
      Shares issued
      upon the exercise of this Warrant in
      accordance with its terms shall
      be
      validly issued, fully paid and nonassessable, and the Company shall pay taxes
      and
      other governmental charges that may be imposed in respect to the issue or
      delivery thereof ,
      excluding taxes to which the Warrantholder and/or any other person receiving
      the
      Warrant Shares is subject as a result of the conduct of its business
      activity .
      However, the Company is not responsible for any income taxes payable by Hearn
      for the receipt or exercise of these warrants.





16.  Miscellaneous .
      This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the Warrantholder and the Company.
      This Warrant shall be governed by and construed and enforced in accordance
      with
      the law of the State of Delaware. The headings in this Warrant are for purposes
      of reference only, and shall not limit or otherwise affect any of the terms
      hereof.










ELEMENT
              21 GOLF COMPANYDated
              as of _________, 2008
            By:Name:
              Nataliya HearnTitle:
                President & CEO