Unassociated Document


    EXHIBIT
      4.3

    


    ELEMENT
      21 GOLF COMPANY

    10%
      CONVERTIBLE PROMISSORY NOTE

     

    
      	$200,000	 	February 17,
              2006


    

     

    FOR
      VALUE RECEIVED,
      the
      undersigned, ELEMENT
      21 GOLF COMPANY,
      a
      Delaware corporation (the “Borrower”),
      hereby
      promises to pay to the order of Oleg Muzyrya (the “Lender”),
      the
      principal amount of Two Hundred Thousand Dollars ($200,000) on the earlier
      to
      occur of the consummation of the Equity Financing (as defined below) and
      February 17, 2007 (the “Maturity Date”) plus accrued an unpaid
      interest.

     

    Section
      1.    Definitions. All
      capitalized terms used herein and that are not otherwise defined herein shall
      have the respective meanings ascribed to them in the Subscription Agreement,
      dated February 17, 2006, by and between the Borrower and the Lender (the
“Subscription Agreement”).

     

    Section
      2.    Prepayment. This
      Note
      or any part of the principal amount hereof (in denominations of one thousand
      dollars ($1,000) or multiples thereof) may be prepaid by the Borrower without
      penalty, premium or prior notice.

     

    Section
      3.    Interest. All
      indebtedness outstanding under this Note shall bear interest (computed on the
      basis of a 360-day year) at the rate of ten percent (10%) per annum commencing
      from the date of this Note. Interest shall be payable on the Maturity
      Date.

     

    Section
      4.    Conversion. 

     

    (a) In
      the
      event that the Borrower consummates a financing transaction whereby the Borrower
      issues equity securities in exchange for gross proceeds received by the Borrower
      of at least $5,000,000 prior to February 17, 2007 (an “Equity Financing”), the
      outstanding principal and accrued interest on this Note shall, at the option
      of
      the Lender, be converted upon the consummation of the Equity Financing into
      the
      same equity securities issued to participants in the Equity Financing on the
      same terms and conditions applicable thereto at a conversion price equal to
      $0.17 per share (the “Per Share Price”).

     

    (b) If
      the
      Lender desires to exercise its conversion rights upon the consummation of an
      Equity Financing, the Lender shall surrender this Note, duly endorsed, at the
      principal office of the Company and shall give written notice to the Borrower
      at
      such office of its election to convert the outstanding principal and accrued
      interest hereon into Equity Securities. The notice shall state the name(s)
      of
      the nominee(s) of the Lender in which any Equity Securities are to be issued.
      The Company shall, as soon as practicable thereafter, issue and deliver at
      such
      office to the Lender or such nominee(s), a certificate or certificates for
      the
      number of Equity Shares to which the Lender or such nominee(s) is
      entitled.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)
       No
      fractional shares or scrip shall be issued upon conversion of this Note. Instead
      of issuing any fractional shares that would otherwise be issuable upon
      conversion of this Note (or any portion hereof), the Borrower shall round up
      to
      the nearest whole number of shares and pay to the Lender cash in an amount
      equal
      to the amount of such fractional interest, multiplied by the Per Share
      Price.

     

    Section
      5.    Payment
      in U.S. Funds. Unless
      this Note is converted into Equity Securities in accordance with Section 4
      hereof, payments of both principal and interest on this Note are to be made
      in
      lawful money of the United States payable by check payable to the Lender and
      mailed to the address of the Lender as set forth in the first paragraph of
      this
      Note or such other place as the holder hereof shall designate to the Borrower
      in
      writing.

     

    Section
      6.    Events
      of Default. The
      following events are Events of Default:

     

    (i) the
      Borrower fails to pay to the holder of this Note any monetary obligation due
      under this Note after having received three (3) business days prior written
      notice that such obligation has become due;

     

    (ii) the
      Borrower fails, for three (3) days after written notice, to comply with any
      other material term, condition, covenant, or agreement in this
      Note;

     

    (iii) the
      Borrower becomes insolvent, makes an assignment for the benefit of creditors,
      calls a meeting of its creditors to obtain any general financial accommodation
      or suspends business; or 

     

    (iv) a
      case
      under the Bankruptcy Code is commenced by or against the Borrower or a
      liquidator, trustee, custodian or similar officer is appointed for all or a
      material portion of the Borrower's assets, and such case is not dismissed or
      such appointment is not rescinded within thirty (30) days
      thereafter.

     

    Section
      7.    Remedies
      Upon Default. Upon
      the
      occurrence of any Event of Default, the principal amount of and accrued and
      unpaid interest on this Note may be declared by the Lender (by giving written
      notice to the Borrower) to be immediately due and payable by the Borrower.
      Thereafter, the Lender shall be entitled to all rights and remedies provided
      by
      applicable law.

     

    The
      Borrower shall pay the costs and expenses of collection, including, without
      limitation, reasonable attorneys' fees and disbursements if any action, suit
      or
      proceeding is brought by the holder hereof to collect this Note. 

     

    Section
      8.    Amendments
      and Assignment. This
      Note
      may be amended by one or more written instruments signed by the Borrower and
      by
      the Lender. Without the Borrower’s prior written consent, this Note may not be
      assigned or negotiated by the Lender.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    Section
      9.    Non-Recourse. No
      officer, director, shareholder, agent or employee of the Borrower shall be
      personally liable for any of the indebtedness of the Borrower represented by
      this Note or otherwise.

     

    Section
      10.    Choice
      of Laws and Jurisdiction. THIS
      NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
      LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS RULES PERTAINING TO
      CONFLICTS OF LAWS. 

     

    
      	 	 	 
	 	ELEMENT
              21 GOLF COMPANY
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:

	 	Title 


    

     

    
      
         

      

        3