Unassociated Document


    EXHIBIT
      4.6

    


    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.

    


    Void
      after 5:00 P.M. Eastern Standard Time on the last day of the Termination Date,
      as defined in the Warrant

     

    
      	Warrant No. ASA-1	 	
              February
                22,
                2006

            


    

           

    COMMON
      STOCK PURCHASE WARRANT

    OF

    ELEMENT
      21 GOLF COMPANY

    


    This
      is
      to certify that, FOR VALUE RECEIVED, ASA Commerce, or
      assigns (“Holder”), is entitled to purchase, subject to the provisions of this
      Warrant, from Element 21 Golf Company, a Delaware corporation (the “Company”),
      at an exercise price per share equal to $.01 per share, subject to adjustment
      as
      provided in this Warrant (such price as adjusted from time to time in accordance
      herewith, the “Exercise Price”), ONE MILLION (1,000,000) shares of the Company’s
      Common Stock, par value $0.01 per share (“Common Stock”). The shares of Common
      Stock deliverable upon such exercise, and as adjusted from time to time, are
      hereinafter sometimes referred to as “Warrant Shares”. 

     

    1. EXERCISE
      OF WARRANT.

     

    (a)
      This
      Warrant may be exercised in whole or in part at any time or from time to time
      from and after the Initial Exercise Date and prior to the Termination Date
      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 duly executed and accompanied by payment of the Exercise 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
      Holder 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 Holder 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 Holder.
      As
      used herein, the term “Initial Exercise Date” shall mean the date upon which
      this warrant was first issued by the Company to the Holder and the term
“Termination Date” shall mean the three year anniversary of the Initial Exercise
      Date. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. EXCHANGE,
      TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
      This
      Warrant is exchangeable, without expense, at the option of the Holder, upon
      presentation and surrender hereof to the Company or at the office of its stock
      transfer agent, if any, for other Warrants of different denominations entitling
      the holder thereof to purchase in the aggregate the same number of shares of
      Common Stock purchasable hereunder. Subject to the provisions of Section 7
      of
      this Warrant, upon surrender of this Warrant to the Company or at the office
      of
      its stock transfer agent, if any, with the Assignment Form annexed hereto duly
      executed and funds sufficient to pay any transfer tax, the Company shall,
      without charge, execute and deliver a new Warrant in the name of the assignee
      named in such instrument of assignment and this Warrant shall promptly be
      canceled. This Warrant may be divided or combined with other Warrants which
      carry the same rights upon presentation hereof at the office of the Company
      or
      at the office of its stock transfer agent, if any, together with a written
      notice specifying the names and denominations in which new Warrants are to
      be
      issued and signed by the Holder hereof. The term “Warrant” as used herein
      includes any Warrants into which this Warrant may be divided or exchanged.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Warrant, and (in the case of loss, theft
      or
      destruction) of reasonably satisfactory indemnification, and upon surrender
      and
      cancellation of this Warrant, if mutilated, the Company will execute and deliver
      a new Warrant of like tenor. Any such new Warrant executed and delivered shall
      constitute an additional contractual obligation on the part of the Company,
      whether or not this Warrant so lost, stolen, destroyed, or mutilated shall
      be at
      any time enforceable by anyone.

     

    3. RIGHTS
      OF THE HOLDER.
      The
      Holder shall not, by virtue of this Warrant, be entitled to any rights of a
      stockholder in the Company, either at law or equity, and the rights of the
      Holder are limited to those expressed in the Warrant and are not enforceable
      against the Company except to the extent set forth herein.

     

    4. ANTI-DILUTION
      PROVISIONS.
      From
      and after the consummation of the Equity Financing, the Exercise Price and
      the
      number and kind of securities purchasable upon exercise of each Warrant shall
      be
      subject to adjustment as follows: 

     

    (a) In
      case
      the Company shall (1) pay a dividend or make a distribution on its shares of
      Common Stock in shares of Common Stock or (2) subdivide or reclassify its
      outstanding Common Stock into a greater number of shares, the Exercise Price
      in
      effect at the time of the record date for such dividend or distribution or
      of
      the effective date of such subdivision, combination or reclassification shall
      be
      proportionately adjusted so that the Holder of this Warrant exercised after
      such
      date shall be entitled to receive the aggregate number and kind of shares which,
      if this Warrant had been exercised immediately prior to such time, he would
      have
      owned upon such exercise and been entitled to receive upon such dividend,
      subdivision, combination or reclassification. Such adjustment shall be made
      successively whenever any event listed in this Section 4(a) shall
      occur.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (b) Whenever
      the Exercise Price payable upon exercise of each Warrant is adjusted pursuant
      to
      Section 4(a) of this Warrant, the number of shares of Common Stock purchasable
      upon exercise of each Warrant shall simultaneously be adjusted by multiplying
      the number of shares of Common Stock issuable upon exercise of each Warrant
      in
      effect on the date thereof prior to giving effect to any adjustment by the
      Exercise Price in effect on the date thereof prior to giving effect to any
      adjustment and dividing the product so obtained by the Exercise Price, as
      adjusted. In no event shall the Exercise Price per share be less than the par
      value per share, and, if any adjustment made pursuant to Section 4(a) would
      result in an exercise price of less than the par value per share, then, in
      such
      event, the Exercise Price per share shall be the par value per
      share.

    


    (c) All
      calculations under this Section 4 shall be made to the nearest cent or to the
      nearest one-hundredth of a share, as the case may be. Anything in this Section
      4(c) to the contrary notwithstanding, the Company shall be entitled, but shall
      not be required, to make such changes in the Exercise Price, in addition to
      those required by this Section 4(c), as it in its discretion shall determine
      to
      be advisable in order that any dividend or distribution in shares of Common
      Stock, subdivision, reclassification or combination of Common Stock, referred
      to
      hereinabove in this Section 4 hereafter made by the Company to the holders
      of
      its Common Stock shall not result in any tax to the holders of its Common Stock
      or securities convertible into Common Stock.

     

    (d) The
      Company may retain a firm of independent public accountants of recognized
      standing selected by the Board of Directors (who may be the regular accountants
      employed by the Company) to make any computation required by this Section 4,
      and
      a certificate signed by such firm shall be conclusive evidence of the
      correctness of such adjustment.

     

    (e) In
      the
      event that at any time, as a result of an adjustment made pursuant to Section
      4
      of this Warrant, the Holder of any Warrant thereafter shall become entitled
      to
      receive any shares of the Company, other than Common Stock, thereafter the
      number of such other shares so receivable upon exercise of any Warrant shall
      be
      subject to adjustment from time to time in a manner and on terms as nearly
      equivalent as practicable to the provisions with respect to the Common Stock
      contained in Sections 4(a) to 4(d), inclusive, of this Warrant.

     

    (f) Irrespective
      of any adjustments in the Exercise Price or the number or kind of shares
      purchasable upon exercise of Warrants, Warrants theretofore or thereafter issued
      may continue to express the same price and number and kind of shares as are
      stated in this and similar Warrants initially issued by the
      Company.

    


    5. OFFICER'S
      CERTIFICATE.
      Whenever the Exercise Price shall be adjusted as required by the provisions
      of
      Section 4 of this Warrant, the Company shall forthwith file in the custody
      of
      its Secretary or an Assistant Secretary at its principal office and with its
      stock transfer agent, if any, an officer's certificate showing the adjusted
      Exercise Price and the adjusted number of shares of Common Stock issuable upon
      exercise of each Warrant, determined as herein provided, setting forth in
      reasonable detail the facts requiring such adjustment, including a statement
      of
      the number of additional shares of Common Stock, if any, and such other facts
      as
      shall be necessary to show the reason for and the manner of computing such
      adjustment. Each such officer's certificate shall be made available at all
      reasonable times for inspection by the Holder or any holder of a
      Warrant.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    6. NOTICES
      TO WARRANT HOLDERS.
      So long
      as this Warrant shall be outstanding, (1) if the Company shall pay any dividend
      or make any distribution upon Common Stock (other than a regular cash dividend
      payable out of retained earnings) or (2) if the Company shall offer to the
      holders of Common Stock for subscription or purchase by them any share of any
      class or any other rights or (3) if any capital reorganization of the Company,
      reclassification of the capital stock of the Company, consolidation or merger
      of
      the Company with or into another corporation, sale, lease or transfer of all
      or
      substantially all of the property and assets of the Company to another
      corporation, or voluntary or involuntary dissolution, liquidation or winding
      up
      of the Company shall be effected, then in any such case, the Company shall
      cause
      to be mailed by certified mail to the Holder, at least ten days prior to the
      date specified in clauses (i) and (ii), as the case may be, of this Section
      6 a
      notice containing a brief description of the proposed action and stating the
      date on which (i) a record is to be taken for the purpose of such dividend,
      distribution or rights, or (ii) such reclassification, reorganization,
      consolidation, merger, conveyance, lease, dissolution, liquidation or winding
      up
      is to take place and the date, if any is to be fixed, as of which the holders
      of
      Common Stock or other securities shall receive cash or other property
      deliverable upon such reclassification, reorganization, consolidation, merger,
      conveyance, dissolution, liquidation or winding up.

    


    7. TRANSFER
      TO COMPLY WITH THE SECURITIES ACT OF 1933.
      This
      Warrant or the Warrant Shares or any other security issued or issuable upon
      exercise of this Warrant may not be sold or otherwise disposed of except as
      follows:

    


    (1) To
      a
      person who, in the opinion of counsel for the Company, is a person to whom
      this
      Warrant or Warrant Shares may legally be transferred without registration and
      without the delivery of a current prospectus under the Act with respect thereto
      and then only against receipt of an agreement of such person to comply with
      the
      provisions of this Section 8 with respect to any resale or other disposition
      of
      such securities which agreement shall be satisfactory in form and substance
      to
      the Company and its counsel; or

    


    (2) to
      any
      person upon delivery of a prospectus then meeting the requirements of the Act
      relating to such securities and the offering thereof for such sale or
      disposition.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    8. GOVERNING
      LAW.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Delaware without giving effect to the principles of conflicts of law
      thereof. 

    


    
      
        	Dated
                as of
                February 22, 2006	 	 
	 	ELEMENT
                21 GOLF
                COMPANY
	 
 	 
 	 
 
	 	By:  	/s/
                Nataliya Hearn
	 	
                
Name:
                Nataliya Hearn
	 	Title:
                President


      



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    PURCHASE
      FORM

    


    Dated:
      __________ ,
      20__ 

    


    The
      undersigned hereby irrevocably elects to exercise the within Warrant to the
      extent of purchasing 
      shares
      of Common Stock and hereby makes payment of $ 
      in
      payment of the actual exercise price thereof.

    


    _________________

     

    INSTRUCTIONS
      FOR REGISTRATION OF STOCK

    


    
      
        	Name	 	 
	
                 

              	
                (Please
                  typewrite or print in block
                  letters)

              	 
	 	 	 
	Signature	 	 
	 	 	 
	Social
                Security or Employer Identification No. 	 	 


      

    

            


    ASSIGNMENT
      FORM

     

    
      	
              FOR
                VALUE RECEIVED, 

            	 	 
	hereby sells, assigns and transfer
              unto	 	 
	Name	 	 
	
               

            	
              (Please
                typewrite or print in block
                letters)

            	 
	 	 	 
	Address	 	 
	 	 	 
	Social
              Security or Employer Identification No.	
            	 


    

         


    The
      right
      to purchase Common Stock represented by this Warrant to the extent of _______
      shares as to which such right is exercisable and does hereby irrevocably
      constitute and appoint _____
      attorney
      to transfer the same on the books of the Company with full power of
      substitution. 

    


    Dated:
      ___,
      20___

     

    Signature
      _____________________     

    
      
         

      

        6