Unassociated Document


    EXHIBIT
      10.1

    


    ELEMENT
      21 GOLF COMPANY

    


    SERIES
      A CONVERTIBLE PREFERRED STOCK

    EXCHANGE
      AGREEMENT AND ACKNOWLEDGEMENT

    


    This
      Series A Convertible Preferred Stock Exchange Agreement and Acknowledgement
      (this “Agreement”)
      is
      entered into as of February 22, 2006, between Element 21 Golf Company, a
      Delaware corporation (the “Corporation”),
      and
      [Individual], an individual residing at [Address], (the “Stockholder”).
      

    


    W I T N E 
;S S E T H

    


    WHEREAS,
      the Corporation has authorized 5,000,000 shares of Preferred Stock under its
      Amended and Restated Certificate of Incorporation and has designated 2,220,000
      shares of such Preferred Stock as Series A Convertible Preferred Stock, par
      value $0.001 per share (“Series
      A Preferred Stock”),
      the
      voting powers, preferences and relative participating, option or other special
      rights, and qualifications, limitations and restrictions of which are governed
      by that certain Certificate of the Powers, Designations, Preferences and Rights
      of Series A Convertible Preferred Stock, $.001 Par Value Per Share
      (“Certificate
      of Designation”)
      attached hereto as Appendix
      A;

     

    WHEREAS,
      the Stockholder is: (i) a stockholder who has loaned an aggregate amount of
      $________ to the Corporation (“Indebtedness”);
      and/or (ii) has previously rendered services to the Corporation for the benefit
      of the Corporation as an independent contractor (“Services”);

     

    WHEREAS,
      the Corporation desires to issue, in full payment and satisfaction of the
      Indebtedness and/or in consideration of the Services, to the Stockholder
      __________ shares of Series A Preferred Stock (the “Total
      Shares”)
      pursuant to this Agreement and according to the terms and conditions hereof;
      

    


    WHEREAS,
      Stockholder desires to have and/or increase such Stockholder’s equity investment
      in the Corporation and concomitant proprietary interest in the Company’s
      financial success by investing in the Corporation and is willing to enter into
      this Agreement;

    


    NOW,
      THEREFORE, in consideration of the promises and mutual covenants herein set
      forth, and other good and valuable consideration, receipt of which is hereby
      acknowledged, and intending to be legally bound by the terms and conditions
      of
      this Agreement, the parties hereto hereby mutually covenant and agree as
      follows:

    


    1. Grant
      of Stock.
      As
      of the
      date of this Agreement, the Corporation hereby agrees to grant to the
      Stockholder, in full payment and satisfaction of the Indebtedness owing to
      the
      Stockholder and/or in consideration for any and all Services performed by
      Stockholder, __________ Total Shares.
      The fair
      market value of such Total Shares, as of the date of this Agreement, is $0.255
      per share.

    


    2. Satisfaction
      and Discharge.
      Stockholder hereby acknowledges that the Corporation has granted to the
      Stockholder the Total Shares, and in consideration of the same, Stockholder
      hereby accepts such Total Shares as payment in full of the Indebtedness and/or
      Services and acknowledges the satisfaction and discharge of: (i) the
      Indebtedness; and/or (ii) any salary or other consideration owing for Services
      performed by Stockholder as of the date hereof.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3. Acknowledgement
      of Terms and Conditions of the Certificate of Designation.
      Stockholder hereby acknowledges that the voting powers, preferences and relative
      participating, option or other special rights and qualifications, limitations
      and restrictions of the Series A Preferred Stock are governed by: (i) the
      Certificate of Designation; (ii) the governing documents of the Corporation
      including, without limitation, the Amended and Restated Certificate of
      Incorporation and Amended and Restated By-laws; and (iii) the General
      Corporation Law of the State of Delaware. 

    


    4. Title.
      The
      Total Shares granted by the Corporation to the Stockholder pursuant to this
      Agreement will be, when delivered, duly authorized, validly issued, fully paid
      and non-assessable, and will be free and clear of all liens, obligations and
      encumbrances.

    


    5. Miscellaneous.

    


    
      	
            	a.	
              Notices.
                All notices hereunder shall be in writing and shall be deemed given
                when
                sent by mail, if to the Stockholder, at the address shown on the
                records
                of the Company, and if to the Company, to the Company’s principal
                executive offices, attention of the Corporate
                Secretary.

            


    

    


    
      	
            	b.	
              Entire
                Agreement; Modification.
                This agreement constitutes the entire agreement between the parties
                relative to the subject matter hereof, and supersedes all proposals,
                written or oral, and all other communications between the parties
                relating
                to the subject matter of this agreement. This agreement may be modified,
                amended or rescinded only by a written agreement executed by both
                parties.

            


    

    


    
      	
            	c.	
              Severability.
                The invalidity, illegality or unenforceability of any provision of
                this
                agreement shall in no way affect the validity, legality or enforceability
                of any other provision.

            


    

    


    
      	
            	d.	
              Successors
                and Assigns.
                This agreement shall be binding upon and inure to the benefit of
                the
                parties hereto and their respective successors and assigns, subject
                to the
                limitations set forth herein.

            


    

    


    
      	
            	e.	
              Governing
                Law.
                This agreement shall be governed by and interpreted in accordance
                with the
                laws of the State of Delaware without giving effect to the principles
                of
                the conflicts of laws thereof.

            


    

     

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      of page intentionally blank; signature page follows.]

    
      
         

      

      
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    IN
      WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
      in
      multiple counterparts as of the date set forth above.

     

    
 

    
      	 	 	ELEMENT 21 GOLF COMPANY
	 	 	 
	 	 	By:____________________________
	 	 	[Name]
	 	 	[Title]
	 	 	 
	 	 	____________________________
	 	 	[Name]


    

     

    


    
      
         

      

      
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    Appendix
      A

    


    Certificate
      of the Powers, Designations, Preferences and Rights 

    of
      the Series A Convertible Preferred Stock, $.001 Par Value Per
      Share

    


    


    
      
         

      

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