EXHIBIT 10.1

                            Asset Purchase Agreement

      Asset Purchase Agreement by and among Flagstick Ventures, Inc., a Delaware
corporation, having its principal place of business located at 2394 41st Street
S.W., Naples Florida 34116 ("Flagstick"), A&Z Golf Corp., a Delaware corporation
and wholly owned subsidiary of Flagstick, having its principal place of business
at 2394 41st Street S.W., Naples, Florida 34116 ("Buyer,") and Jeff Arthur
Jones, an individual residing at 2394 41st Street S.W., Naples, Florida 34116
and doing business as "A and Z Golf" ("Seller,") hereby agree as follows:

                                   ARTICLE 1.

                          PURCHASE AND SALE OF ASSETS.

      1.01. Assets Being Purchased. Seller shall sell to Buyer and Buyer shall
purchase from Seller on the terms specified in this Agreement, the tangible and
intangible assets listed and shown on the attached schedule marked Schedule 1.01
(hereinafter called the "Assets"). Such Assets being all of the Assets currently
used by the Seller in the conduct of his retail and wholesale golf equipment and
accessories business under the name "A & Z Golf" In connection with the sale of
the Assets, and at the Closing (as hereinafter defined), the Seller shall
execute and deliver to and in favor of the Buyer, an Assignment and Bill of Sale
and such other instruments as may be required in order to transfer of record all
right, title and interest of the Assets to the Buyer except as otherwise herein
expressly provided.

      1.02. Liabilities Assumed. The Buyer shall assume only those liabilities
of Seller set forth on Schedule 1.02 hereto (the "Assumed Liabilities")

      1.03. Purchase Price. At the Closing (as hereinafter defined), Buyer shall
issue and deliver to the Seller 2,000,000 shares (the "Flagstick Shares") of its
common stock, $.0001 par value per share, which shares along with the 100 shares
currently issued and outstanding will constitute all of the then issued and
outstanding stock of Flagstick.

      1.04. Closing. The sale and purchase described in this Agreement shall be
consummated on or before June 5, 2001 ("Closing" or "Closing Date"), or such
other date as shall be mutually agreed by the parties, at the offices of
Sierchio & Company, LLP, 150 East 58th Street, New York, New York 10155.

                                   ARTICLE 2.

                    REPRESENTATIONS AND WARRANTIES BY SELLER.

      2.01. Title to Assets. Seller has good and marketable title to all assets
covered by this Agreement. Seller's title to all assets is free and clear of any
liens, encumbrances, or other defects.



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      2.02. Authority to Sell. Seller has complied with all of the requirements
of any applicable law of the State of New York relative to the sale of assets
described in this Agreement and that prior to Closing, all of the consents,
approvals and notices that may be required by law or by agreements to which
Seller may be a party will be obtained and given, respectively.

      2.03. Liabilities. Except as set forth on Schedule 2.03 hereto, there are
no liabilities to which the Seller's assets are subject. The Assumed Liabilities
all arose in the ordinary course of A and Z Golf's business.

      2.04. Defaults and Violations. Seller is not in default or material
violation of any contracts, agreements, leases, or other instruments or
obligations relating to the Assets to be sold and transferred to Buyer pursuant
to this Agreement, and this Agreement and the purchase and sale to be
consummated pursuant to this Agreement will not create or cause a default or
material violation of any contract, agreement, lease or other instrument to
which Seller may be a party. All contracts and agreements, and other obligations
of Seller related to the Assets are attached hereto as Schedule 2.04.

      2.05. Taxes. All Federal, state and local tax returns and payments
relating to the Assets that have become due from Seller to the date of this
Agreement have been timely filed and timely paid by it including any returns or
taxes due for: (1) state or federal income or franchise tax, (2) personal or
real property tax levied on any of the assets, (3) sales tax, or (4) other tax.
All tax returns and payments for the above taxes relating to the Assets which
become due between the date of this Agreement through the Closing Date shall be
timely filed and paid by Seller.

      2.06. Litigation. There is now no litigation pending against it of which
it or its officers are aware that will, might, or could affect consummation of
the purchase and sale described in this Agreement or transfer of title of any of
the Assets in good and marketable condition to Buyer and Seller is not aware of
any threatened litigation which may affect the consummation of the purchase and
sale described in this Agreement.

      2.07 Intellectual Property. To the best of Seller's knowledge, none of the
Assets to be purchased hereunder including, but not limited to, the software
code, trademarks and tradenames enumerated on Schedule 1.01, violate or infringe
any patents, trademark, service mark, copyrights, trade secrets or other
intellectual property rights of any third person.

      2.08 Survival of Warranties. Seller agrees that all warranties made by it
in this Agreement shall survive the Closing.




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                                   ARTICLE 3.

                    REPRESENTATIONS AND WARRANTIES BY BUYER.

      3.01. Consents, Approvals and Notices. Buyer has complied with all of the
requirements of any applicable law of the State of Delaware, its state of
organization, relative to its purchase of the Assets described in this Agreement
and that prior to Closing, all of the consents, approvals and notices that may
be required by law or by agreements to which Buyer may be a party will be
obtained and given, respectively.

      3.02. Litigation. There is now no litigation pending against it of which
it or its officers are aware that will, might, or could affect consummation of
the purchase and sale described in this Agreement and Buyer is not aware of any
threatened litigation which may affect the consummation of the purchase and sale
described in this Agreement.

      3.03. Due Organization. Buyer is a corporation duly organized and existing
under the General Corporation Law of the State of Delaware and that its power as
a corporation has never been and is not now suspended.

      3.04. Authority to Buy. This Agreement has been approved by Buyer's Board
of Directors and that Buyer has full power and authority to both execute and
perform this contract.

      3.05. Survival of Warranties. Buyer agrees that all warranties made by it
in this Agreement shall survive the Closing.

                                   ARTICLE 4.

                              OPERATION OF ASSETS.

      4.01. Seller to Continue Business. Seller shall continue to operate its
business as it is currently being operated until the Closing. Any and all risk
of loss or damages to the Assets during such period from any and all causes
shall be borne by the Seller.

                                   ARTICLE 5.

                         SELLER'S AND BUYER'S COVENANTS.

      5.01. Conduct of Business. From the date of this Agreement to the Closing,
Seller shall operate the business as it is currently being conducted without
causing detriment thereto, shall maintain in effect all governmental permits and
approvals necessary for the operation of the business as it is now being
conducted, and shall maintain the relationships with all persons and entities
with whom Seller currently is doing business. After the Closing the Seller's
business shall be conducted by the Buyer.




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      5.02. Buyer's Investigation. Seller shall make available to Buyer at all
reasonable times all books and records of the business and such other items as
may be from time to time requested by Buyer.

      5.03 Relinquishment of Name. Immediately following the Closing, Seller
shall cause himself and all others who currently are using the name "A & Z Golf"
to relinquish the use of the name by all appropriate acts and filings as may be
required with various state and local authorities, and to acknowledge that
Seller and all other persons have no rights with respect to the use and
exploitation of the name "A & Z Golf."

      5.05 Assistance of Officer of Seller. At the Closing, Seller shall execute
and deliver to and in favor of the Buyer any and all required documents and
instruments of transfer required to record in the office of the United States
Patent and Trademark Office ("USPTO") the assignment and transfer of ownership
of the registered servicemark - "A & Z Golf" to the Buyer.

                                    ARTICLE 6

                                 MISCELLANEOUS.

      6.01. Entire Agreement. This instrument with its attachments constitutes
the entire agreement between Buyer and Seller respecting the Assets or the sale
of the Assets to Buyer by Seller, and any agreement or representation respecting
the Assets or their sale by Seller to Buyer not expressly set forth in this
instrument is null and void.

      6.02. Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified in this Section 6.02 prior to 5:30 p.m. on a Business
Day, (ii) the Business Day following the date of mailing, if sent by nationally
recognized overnight courier service, or (iii) upon actual receipt by the party
to whom such notice is required to be given. The address for such notices and
communications shall be as follows:

            if to Buyer, to:
                              Joseph Sierchio, Esq.
                              Sierchio & Company, LLP
                              150 East 58th Street, 25th Floor
                              New York, New York 10155

            If to Seller, to:
                              Jeff Arthur Jones
                              2394 41st Street S.W.
                              Naples, Florida 34116



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      6.03. Assignment. This Agreement may not be assigned by either party to
any other person or corporation without the express written consent of the other
party to this Agreement.

      6.04. Governing Law. This Agreement shall be governed and all rights and
liabilities under it determined in accordance with the laws of the State of New
York, without regard to the conflicts of laws principles thereof.

      6.05. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be an original, but all of which shall
constitute but one Agreement.

      6.06. Expenses. Each party shall pay all costs and expenses incurred by it
in negotiating and preparing this Agreement and in closing and carrying out the
transactions contemplated herein and hereby.

      6.07. Further Assurances. The parties agree that at any time and from time
to time after the Closing Date, they will execute and deliver to any other party
such further instruments or documents as may be reasonably required to give
effect to the transactions contemplated hereunder.

      IN WITNESS WHEREOF, the Buyer, and the Seller., have, signed and delivered
this agreement and agree to be bound by the terms hereof as of this 5th day of
June , 2001.


/s/ Jeff Arthur Jones                   Flagstick Ventures, Inc.,
Jeff Arthur Jones                       A Delaware corporation

                                        By /s/ Jeff Arthur Jones
                                          --------------------------------------
                                          Name:  Jeff Arthur Jones
                                                 -------------------------------
                                          Title:     President
                                                 -------------
                                                A Duly Authorized Signatory


                                        A & Z  Golf Corp.,
                                        A Delaware corporation

                                        By /s/ Jeff Arthur Jones
                                          --------------------------------------
                                          Name:  Jeff Arthur Jones
                                                 -------------------------------
                                          Title:     President,
                                                 -------------
                                                A Duly Authorized Signatory




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