Exhibit
      4.1

    


    ELEMENT
      21 GOLF COMPANY

    10%
      CONVERTIBLE PROMISSORY NOTE

     

    
      
        	
                $___________

              	
                May
                  14, 2006

              


      

       

    

    FOR
      VALUE RECEIVED,
      the
      undersigned, ELEMENT
      21 GOLF COMPANY,
      a
      Delaware corporation (the “Borrower”),
      hereby
      promises to pay to the order of _____________  (the “Lender”),
      the
      principal amount of __________ ($______) on May 14, 2007 (the “Maturity Date”)
      plus accrued and 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 May 14, 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) The
      outstanding principal and accrued interest on this Note shall, at the option
      of
      the Lender, be converted at any time on or prior to the Maturity Date into
      shares of the Company’s Common Stock, $.01 par value per share (the “Common
      Stock”), at a conversion price equal to the
      greater of (i) $0.175, or (ii) the ten day trading average of shares of Common
      Stock on the OTC Bulletin Board for the ten trading days ending on the day
      immediately prior to the date of conversion
      (such
      price being referred to herein the “Conversion Price”).

    


    (b) If
      the
      Lender desires to exercise the conversion rights set forth in this Section
      4,
      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
      shares of Common Stock. The notice shall state the name(s) of the nominee(s)
      of
      the Lender in which any shares of Common Stock 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
      shares of Common Stock 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 Conversion
      Price.

     

    Section
      5. Payment
      in U.S. Funds. Unless
      this Note is converted into shares of Common Stock 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 seven (7) business days prior written
      notice that such obligation has become due;

     

    (ii) the
      Borrower fails, for seven (7) 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.

     

    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:
              Nataliya Hearn
	 	Title:
              President