PATENT
      LICENSE

    


    This
      Agreement is entered into as of June 21, 2007, by and between Advanced Light
      Alloys Corporation aka ALA Corporation, a Barbados corporation having its
      principal place of business in St. Philip, Barbados, hereinafter referred to
      as
“Licensor,” and Element 21 Golf Company, a Delaware corporation having its
      principal place of business in Toronto, Canada, hereinafter referred to as
      “Licensee.” 

     

    RECITALS
      

    


    WHEREAS,
      Licensor owns the following United States Patents: United States Patent No.
      5620652 and United States Patent No. 5597529.

    


    WHEREAS,
      Licensee is desirous of acquiring a non-exclusive, world-wide right and license,
      to make, have made, use and sell, fishing line using the subject matter covered
      by the claims of said patents and Licensor is willing to grant such a license
      upon the terms and conditions hereinafter set forth. 

    


    NOW,
      THEREFORE, in consideration of the foregoing and of the mutual covenants, terms
      and conditions hereinafter expressed, the parties hereto hereby agree as
      follows: 

    


    I.
      DEFINITIONS

    


    As
      used
      herein, the following terms shall have the meanings set forth below:


    


    1.1 PATENT
      OR
      PATENTS means United States Patent No. 5620652 and United States Patent No.
      5597529, along with all foreign counterparts, divisions, continuations and
      reissues thereof. 

    


    1.2 LICENSED
      PRODUCTS means any and all types of fishing line which are covered by, or are
      produced using a process or utilize a method covered by, or constitute a method
      of use covered by, the claims of the PATENTS. 

    


    1.3 COMMENCEMENT
      DATE shall be the date first above written. 

    


    1.4 FIELD
      OF
      USE means fishing rods, tackle, fishing accessories. 

    


    1.5 FISCAL
      YEAR means the period beginning on July 1 and ending on June 30 of the next
      year. 

    


    1.6 NET
      SELLING PRICE means the invoiced price, F.O.B. or Ex-Works Licensee’s factory,
      after deduction of discounts, packaging, freight, duties and taxes, but before
      deduction of any other items. 

    


    II.
      LICENSE GRANT

    


    2.1 Licensor
      hereby grants to Licensee the non-exclusive, world-wide right and license to
      make, have made, use and sell LICENSED PRODUCTS in the FIELD OF USE. Licensee
      may sublicense such right and license to Licensee’s customers and to users of
      Licensee’s and its customer’s products; provided Licensee remains responsible
      for payment of the royalty due under the first sentence of Section 3.2 below.
      Licensee shall not be deemed to have granted a sublicense unless the same is
      in
      writing and references this Agreement. 

    


    III.
      ROYALTIES

     

    3.1 Within
      30
      days after execution hereof, Licensee will pay Licensor $1.00 in cash.


    


    3.2 In
      addition to the payment described in Section 3.1 above, Licensee agrees to
      pay
      Licensor during the term of this Agreement a royalty for each LICENSED PRODUCT
      sold or used by Licensee or its sublicensees (but not more than one royalty
      for
      each LICENSED PRODUCT) of 20% of the NET SELLING PRICE of the LICENSED PRODUCT.
      Licensee agrees that the minimum amount of royalty payable under this Section
      3.2 for each FISCAL YEAR beginning with the FISCAL YEAR starting June 1, 2007,
      shall be $100,000 USD. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.3 For
      the
      purpose of this Article III, a LICENSED PRODUCT will be considered sold or
      used
      when Licensee has billed the purchaser therefor. Royalties paid on LICENSED
      PRODUCTS which are not accepted or are returned by the customer within ninety
      (90) days of delivery shall be credited to Licensee. 

    


    3.4 Licensee’s
      obligation to pay royalties hereunder shall cease upon the earlier of (i) the
      expiration of the last to expire of the PATENTS or (ii) the termination of
      this
      Agreement. The PATENTS shall be deemed to have expired upon the non-payment
      of
      the maintenance fee, upon the judgment of invalidity or unpatentability by
      a
      court or administrative agency of competent jurisdiction from which no appeal
      is
      taken or can be taken or upon expiration of the term of the PATENT.


    


    3.5 At
      the
      time Licensee delivers the accounting statement required by Section 8.1 below,
      Licensee shall simultaneously pay to Licensor a sum equal to the aggregate
      payment due based on the information contained in such accounting statement
      and
      consistent with this Agreement. 

    


    IV.
      INFRINGEMENT CLAIMS

    


    4.1 Licensor
      shall, at its election and expense, have the right, but not the obligation,
      to
      prosecute any and all claims against third parties for infringement of the
      PATENTS. Licensor shall also have the right, but not the obligation, to defend
      any and all claims against the validity of the PATENTS by third parties. If
      Licensor finds it necessary or desirable, it may join the Licensee as a party
      in
      any suit or proceeding against third parties alleging infringement of the
      PATENTS. Should Licensor elect not to prosecute or defend or not to continue
      to
      prosecute or defend any claim, action or proceeding described above, it shall
      promptly give notice thereof to the Licensee and the Licensee shall have the
      right, at its own expense, to prosecute or defend or continue the prosecution
      or
      defense of such claim, action or proceeding. 

    


    V.
      REPRESENTATIONS, WARRANTIES AND COVENANTS OF LICENSOR

    


    5.1 Licensor
      represents and warrants to Licensee that Licensor is the sole owner of the
      PATENTS, free and clear of all liens and encumbrances, and has the full power
      and authority to grant the license provided for in this Agreement. 

    


    5.2 Licensor
      represents and warrants that the license granted to Licensee hereunder does
      not
      and will not conflict with or violate the terms of any agreement between
      Licensor and any third party. 

    


    5.3 To
      the
      knowledge of Licensor, the PATENTS do not conflict with or infringe upon the
      property rights of any other person, and no person has asserted any such
      conflict or infringement. 

    


    5.4 Nothing
      contained in this Agreement shall be construed as a representation or warranty
      by Licensor as to the validity or scope of the PATENTS. 

    


    VI.
      TERM

    


    6.1 The
      term
      of this Agreement shall commence on the COMMENCEMENT DATE and shall end on
      the
      expiration date of the last to expire of the PATENTS, unless terminated sooner
      pursuant to Article VII below. 

    


    VII.
      DEFAULT AND TERMINATION

    


    7.1 Licensee
      will be deemed to be in default hereunder if (i) Licensee fails to pay any
      sum
      due and payable hereunder within thirty (30) days after notice from Licensor
      that the same has become due and payable, (ii) Licensee breaches any material
      covenant made by it hereunder and fails to remedy such breach within thirty
      (30)
      days after notice thereof from Licensor, or (iii) Licensee fails to render
      an
      accounting statement and payment for all royalties due within ninety (90) days
      of the end of the FISCAL YEAR (which failure is not cured within thirty (30)
      days after notice of such failure from Licensor), iv) Licensee circumvents
      patents, material suppliers and manufacturers of scandium alloys under this
      agreement . In the event of Licensee’s default hereunder, Licensor may terminate
      this Agreement by giving Licensee written notice of termination. In the event
      that Licensee is in default hereunder or termination of this Agreement occurs
      pursuant to this Section 7.1 or for any other reason, the sole and exclusive
      remedy which Licensor shall have will be the termination of this Agreement
      and
      the right to recover unpaid royalties (including any accrued unpaid minimum
      royalties). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    7.2 At
      any
      time on or prior to May 31 of each year, Licensee shall have the right to
      terminate this Agreement for the next FISCAL YEAR by giving written notice
      of
      termination to Licensor and paying Licensor any unpaid royalty accrued prior
      to
      such termination pursuant to Section 3.2 above. 

    


    VIII.
      ACCOUNTING

    


    8.1 Licensee
      agrees to keep regular books of account and to render a statement within ninety
      (90) days after the end of each FISCAL YEAR setting forth the number of LICENSED
      PRODUCTS sold, and the royalty due thereon, and shall accompany each such
      statement with a remittance covering the royalty due. Such books of account
      shall be open at reasonable business hours for inspection by Licensor or its
      duly authorized representative. 

    


    8.2 The
      accountants then regularly employed by the Licensee shall audit the number
      of
      LICENSED PRODUCTS sold, which audit shall be delivered to Licensor together
      with
      the Licensee’s written statement. The parties agree that for purposes of the
      audit the accountants shall only count the number of sublicenses granted in
      writing by Licensee pursuant to this Agreement. 

    


    IX.
      INDEMNITY

    


    9.1 Licensee
      agrees to indemnify and hold harmless the Licensor from and against any product
      liability and patent infringement claims that may be asserted against Licensor
      based upon or arising out of Licensee’s manufacture or sale of LICENSED
      PRODUCTS. 

     

    X.
      RIGHT
      OF ASSIGNMENT

     

    10.1 Licensee
      may assign its rights and duties under this Agreement to any purchaser of all
      or
      substantially all its business to which this license pertains, to any
      corporation, joint venture or other entity in which Licensee has an interest
      or
      to any successor to Licensee by way of merger or consolidation. Subject to
      the
      foregoing, this Agreement shall be binding upon and inure to the benefit of
      the
      parties hereto and their successors and assigns. 

    


    XI.
      MISCELLANEOUS

    


    11.1 This
      Agreement constitutes the entire understanding between the parties with respect
      to the subject matter hereof. This Agreement may not be amended or modified
      except by a written instrument executed by all parties. 

    


    11.2 This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware applicable to contracts entered into and to be wholly
      performed within that state. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    11.3 All
      notices hereunder shall be in writing and shall be given (and shall be deemed
      to
      have been duly given upon receipt) by delivery in person, or by registered
      or
      certified mail (postage prepaid, return receipt requested) to the respective
      parties at the following addresses (or to such other address for a party as
      shall be specified by like notice): 

    


    If
      to
      Licensee: 

    


    Element
      21 Golf Company

    200
      Queen's Quay E, Unit 1

    Toronto,
      ON M5S 4K9, Canada

    Attn:
      President

    


     

    If
      to
      Licensor: 

    


    Advance
      Light Alloys Corporation aka ALA Corporation

    Suite
      100, One Financial Place

    Lower
      Collymore Rock, St. Michael, Barbados

    c/o
      Mrs.
      S.Vilto, Finance 

    


    11.4 If
      any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      invalid, void, or unenforceable, the remainder of the provisions shall remain
      in
      full force and effect and shall in no way be effected, impaired or invalidated.
      

    


    11.5 This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same
      instrument. 

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written. 

    


    LICENSOR:


    By: 
      

    
      

    

    President
      

    CEO


    ALA
      CORP.

    


    


    LICENSEE:

    By:  

    
      

    

    President

    CEO

    E21GOLF