**CONSULTING
      AGREEMENT**








This
      Consulting Agreement (the “Agreement”), effective as of September 15, 2007 is
      entered into by and between, Element 21 Golf Company, a Delaware corporation
      (herein referred to as the “Company”), and David Sindalovsky, (herein referred
      to as the “Consultant”). This agreement supersedes any prior oral or written
      agreements between the parties hereto.





RECITALS





WHEREAS,
      the Company desires to engage the Consultant to perform the Consulting Services
      (as such term is defined below) pursuant to and in accordance with the terms
      of
      this Agreement;





WHEREAS,
      the Consultant wishes to provide the Consulting Services to the Company pursuant
      to and in accordance with the terms of this Agreement;





NOW
      THEREFORE, in consideration of the promises and the mutual covenants and
      agreements hereinafter set forth, the parties hereto covenant and agree as
      follows:





1.  Term
      of Consultancy .
      The
      Company hereby agrees to retain the Consultant to act in a consulting capacity
      to the Company, and the Consultant hereby agrees to provide the Consulting
      Services to the Company during the period commencing on the date first above
      written and ending on September 15, 2008, unless this Agreement is earlier
      terminated by either party hereto.





2.  Duties
      of Consultant .
      The
      Consultant agrees that it will generally provide the following specified
      consulting services to the Company (the “Consulting Services”):





|· | Assist
              the Company in sourcing of materials;
|- | ----------------------------------------------------------

| | 
| | 

|· | Consult
              and assist the Company in developing and implementing appropriate plans
              and means for presenting the Company and its business plans, strategy
              and
              personnel to the financial community, establishing an image for the
              Company ;
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

|· | Introduce
              the Company to manufacturers and
              producers;
|- | ---------------------------------------------------------------------------------

| | 
| | 

|· | With
              the cooperation of the Company, maintain an awareness during the term
              of
              this Agreement of the Company's plans, strategy and personnel, as they
              may
              evolve during such period, and consult and assist the Company in
              communicating appropriate information regarding such plans
              ;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

|· | At
              the Company's request, review the purpose of advising the Company thereof;
              and, production, design and manufacturing
              plans
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

|· | Otherwise
              perform as the Company's consultant for
              manufacturing.
|- | --------------------------------------------------------------------------------------------




3.  Allocation
      of Time and Energies .
      The
      Consultant hereby promises to perform the Consulting Services and discharge
      faithfully the responsibilities which may be assigned to the Consultant from
      time to time by the officers and duly authorized representatives of the Company
      pursuant to this Agreement, so long as such activities are in compliance with
      applicable laws and regulations. Consultant and its staff if any, shall
      diligently and thoroughly provide the Consulting Services required hereunder.
      Although no specific hours-per-day requirement will be required, Consultant
      and
      the Company agree that Consultant will perform its duties hereunder in a
      diligent and professional manner. It is explicitly understood that Consultant’s
      performance of its duties hereunder will in no way be measured by the price
      of
      the Company’s common stock, nor the trading volume of the Company’s common
      stock.










4.  Remuneration .
      As full
      and complete compensation for services described in this Agreement, the Company
      shall compensate the Consultant as follows:





(a)  For
      agreeing to undertake this engagement and for performance of the services
      described above, the Consultant shall be issued 4,000,000 shares of the
      Company’s Common Stock, $.01 par value per share (the “Shares”). The Company
      understands and agrees that Consultant has foregone significant opportunities
      to
      accept this engagement and that the Company will derive a substantial benefit
      from the execution of this Agreement and the ability to announce its
      relationship with Consultant. The Shares therefore, constitute payment in full
      for Consultant’s agreement to provide the Consulting Services to the Company and
      represent a nonrefundable, non-apportionable, and non-ratable retainer. The
      Shares are not a prepayment for future services. If and in the event the Company
      is acquired during the term of this Agreement, it is agreed and understood
      Consultant will not be requested or demanded by the Company to return any of
      the
      Shares. It is further agreed that if at any time during the term of this
      Agreement, the Company or substantially all of the Company’s assets are merged
      with or acquired by another entity, or some other change occurs in the legal
      entity that constitutes the Company that results in a change in control of
      substantially all of the Company’s shares or assets, the Consultant shall retain
      and will not be requested by the Company to return any of the Shares.





(b)  Upon
      the
      Company’s transfer to the Consultant of the Shares, the Company shall cause to
      be issued a certificate representing the Shares. The Company hereby represents
      and warrants to the Consulting that the Shares shall have been validly issued,
      fully paid and non-assessable and that the issuance and any transfer of the
      shares to Consultant shall have been duly authorized by the Company’s board of
      directors.





(c)  Consultant
      acknowledges that the Shares have NOT been registered under the Securities
      Act
      of 1933 on a registration statement on Form S-8 filed with the Securities.





(d)  In
      connection with the acquisition of Shares hereunder, the Consultant represents
      and warrants to the Company, to the best of his, her or its knowledge, as
      follows:





(i)  Consultant
      acknowledges that the Consultant has been afforded the opportunity to ask
      questions of and receive answers from duly authorized officers or other
      representatives of the Company concerning an investment in the Shares, and
      any
      additional information which the Consultant has requested.





(ii)  Consultant’s
      investment in the Shares is reasonable in relation to the Consultant’s net
      worth, which is in excess of ten (10) times the Consultant’s cost basis in the
      Shares. Consultant has had experience in investments in restricted and publicly
      traded securities, and Consultant has had experience in investments in
      speculative securities and other investments which involve the risk of loss
      of
      investment. Consultant acknowledges that an investment in the Shares is
      speculative and involves the risk of loss. Consultant has the requisite
      knowledge to assess the relative merits of an investment in the Shares without
      the necessity of relying upon other advisors, and Consultant can afford the
      risk
      of loss of his entire investment in the Shares. Consultant is (i) an accredited
      investor, as that term is defined in Regulation D promulgated under the
      Securities Act of 1933, and (ii) a purchaser described in Section 25102(f)(2)
      of
      the California Corporate Securities Law of 1968, as amended.










(iii)  Consultant
      is acquiring the Shares for the Consultant’s own account for long-term
      investment and not with a view toward resale or distribution thereof except
      in
      accordance with applicable securities laws.





(iv)  Consultant
      is not receiving any of the Shares in exchange for assisting the Company in
      any
      fundraising activities.





5.  Non-Assignability
      of Services .
      Consultant’s services under this Agreement are offered to Company only and may
      not be assigned by Company to any entity with which Company merges or which
      acquires the Company or substantially all of its assets.





6.  Expenses .
      Consultant expenses related to the Companies’ work (phone, mailing, labor,
      etc.), will be reimbursed. For travel to Russia and Asia, the consultant will
      receive $300 per day stipend.





7.  Representations .
      Consultant represents that it is not required to maintain any licenses and
      registrations under federal or any state regulations necessary to perform the
      services set forth herein. Consultant acknowledges that, to the best of its
      knowledge, the performance of the services set forth under this Agreement will
      not violate any rule or provision of any regulatory agency having jurisdiction
      over Consultant. Consultant acknowledges that, to the best of its knowledge,
      Consultant and its officers and directors are not the subject of any
      investigation, claim, decree or judgment involving any violation of the
      Securities and Exchange Commission (“SEC”) or applicable securities laws.
      Consultant further acknowledges that it is not a securities Broker-Dealer or
      a
      registered investment advisor. Company acknowledges that, to the best of its
      knowledge, that it has not violated any rule or provision of any regulatory
      agency having jurisdiction over the Company.





8.  Termination .
      This
      Agreement may be terminated by either party hereto upon 30 days advance written
      notice to the other party hereto.





9.  Legal
      Representation .
      The
      Company acknowledges that it has been represented by independent legal counsel
      in the preparation of this Agreement. Consultant represents that it has
      consulted with independent legal counsel and/or tax, financial and business
      advisors, to the extent the Consultant deemed necessary.





10.  Status
      as Independent Contractor .
      Consultant’s engagement pursuant to this Agreement shall be as independent
      contractor, and not as an employee, officer or other agent of the Company.
      Neither party to this Agreement shall represent or hold itself out to be the
      employer or employee of the other. Consultant further acknowledges the
      consideration provided hereinabove is a gross amount of consideration and that
      the Company will not withhold from such consideration any amounts as to income
      taxes, social security payments or any other payroll taxes. All such income
      taxes and other such payment shall be made or provided for by Consultant and
      the
      Company shall have no responsibility or duties regarding such matters. Neither
      the Company nor the Consultant possesses the authority to bind each other in
      any
      agreements without the express written consent of the entity to be
      bound.










11.  Attorney’s
      Fees .
      If any
      legal action or any arbitration or other proceeding is brought for the
      enforcement or interpretation of this Agreement, or because of an alleged
      dispute, breach, default or misrepresentation in connection with or related
      to
      this Agreement, the successful or prevailing party shall be entitled to recover
      reasonable attorneys’ fees and other costs in connection with that action or
      proceeding, in addition to any other relief to which it or they may be
      entitled.





12.  Waiver .
      The
      waiver by either party of a breach of any provision of this Agreement by the
      other party shall not operate or be construed as a waiver of any subsequent
      breach by such other party.





13.  Choice
      of Law, Jurisdiction and Venue .
      This
      Agreement shall be governed by, construed and enforced in accordance with the
      laws of the State of Delaware. The parties agree that Delaware will be the
      venue
      of any dispute and will have jurisdiction over all parties.





14.  Arbitration .
      Any
      controversy or claim arising out of or relating to this Agreement, or the
      alleged breach thereof, or relating to Consultant’s activities or remuneration
      under this Agreement, shall be settled by binding arbitration in Delaware,
      in
      accordance with the applicable rules of arbitration, and judgment on the award
      rendered by the arbitrator(s) shall be binding on the parties and may be entered
      in any court having jurisdiction as provided by Paragraph 13
      herein.





15.  Complete
      Agreement .
      This
      Agreement contains the entire agreement of the parties relating to the subject
      matter hereof. This Agreement and its terms may not be changed orally but only
      by an agreement in writing signed by the party against whom enforcement of
      any
      waiver, change, modification, extension or discharge is sought.





AGREED
                TO:
              
              ELEMENT
                21 GOLF COMPANY
              
              
              
              _________________________________
              By:
                Serguei Bedziouk
              
              
              
              
              _________________________________
              By:
                Nataliya Hearn
              Date:
                Dec 18, 2007CONSULTANT
              
              
              _________________________________
              By:
                David Sindalovsky
              Title:
              
              Date:
                Dec 18, 2007