f8k080309ex10_feelgolf.htm


    Exhibit 10.1

     

    ASSET PURCHASE
AGREEMENT

    


    


    


    THIS ASSET PURCHASE AGREEMENT
(the "Agreement"), is
entered into as of this 3rd day of August 2009, by and between Caldwell Golf
Corporation, a California corporation, (hereinafter referred to as “SELLER”),
having its principal place of business 2131 Las Palmas, Carlsbad, CA and Feel
Golf Company, Inc., a California corporation, (hereinafter referred to “BUYER”),
having its principal place of business at 1354-T Dayton St. Salinas,
CA.

    


    W I T N E S S E T
H:

    


    WHEREAS,
SELLER is the valid and legal owner of all tangible and intangible assets owned
by the corporation identified on the Exhibits attached hereto and made a part
hereof; and

    


    WHEREAS,
SELLER desires to sell, transfer 100% of its rights, (past, present and future)
title and interest in, all of the assets set forth on Exhibit “A” subject to the
provisions of this Agreement and as defined herein, and

    


    WHEREAS,
the respective Board of Directors of the SELLER and BUYER deem it in the best
interests of each to complete the transaction herein contemplated;

    


    NOW,
THEREFORE, in consideration of the promises and of the mutual agreements,
provisions, covenants, representations and warranties herein contained, the
parties hereby agree as follows:

     

    1.   Purchase
and Sale of Assets.

     

    
      	
              1.01

            	
              Purchase
      and Sale.

            


    

    


    On and
subject to the terms and conditions of this Agreement, Buyer agrees to purchase
from Seller and Seller agrees to sell, transfer, convey and deliver to Buyer one
hundred percent (100%) of the right, title and interest in its tangible and
intangible assets and all rights shown on Exhibit “A” attached hereto and made a
part hereof (herein referred to as the “Acquired Assets”) for the consideration
set forth below.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

       

    

    
      	
              1.02

            	
              Purchase
      Price.

            


    

    


    The BUYER
agrees to purchase the Acquired Assets from the SELLER at Closing for the
following consideration:

    


    
      	
              (a)  

            	
              The
      issuance of one million two hundred fifty thousand (1,250,000) shares of
      restricted (Rule 144) common stock of the BUYER to the SELLER and its
      designees.

            


    

    


    
      	
              (b)  

            	
              The
      SELLER shall receive a net earned royalty of ten (10%) percent of the
      sales of the SELLER’s Acquired Assets in an amount not to exceed $250,000
      with such amounts to be paid quarterly in arrears by deducting the earned
      10% net royalty minus returns, warranty, inclusive of reasonable prior to
      this agreement and thereafter and/or discontinued unsalable non conforming
      product) associated with the Acquired
Assets.

            


    

    


    
      	
              1.03

            	
              No Assumption of
      Liabilities.

            


    

    


    The BUYER
shall in no event assume or be responsible for any liabilities, liens, security
interests, claims, obligations or encumbrances of SELLER, contingent or
otherwise.

     

    
      	
              1.04 

            	
              Closing.

            


    

    


    Subject
to the terms and provisions of this Agreement, the closing of the transactions
contemplated by this Agreement will be at 3:00 p.m. (PST) at the offices of
Caldwell Golf on or before August 3rd, 2009,
or at such earlier date, or such other place, as shall be mutually agreed upon
in writing by BUYER and SELLER, such date and time sometimes being referred to
herein as the "Closing" or "Closing Date."  If SELLER does not sign
this Agreement by 3:00 PM PST on August 3, 2009, this Agreement and all BUYER
terms within, are terminated.

     

    2.   Representations
and Warranties of BUYER.

    


    The BUYER
represents and warrants, to SELLER that, to the best of its knowledge, the
statements contained in this Section 2 are correct and complete as of the date
of this Agreement and will be correct and complete as of the Closing Date as
though made then and as though the Closing Date were substituted for the date of
this Agreement throughout this Section 2.

    


    
      	
              2.01

            	
              Authority.

            


    

    


    The BUYER
has all requisite  power and authority to execute and deliver this
Agreement and all agreements, instruments and documents to be executed and
delivered by the BUYER hereunder, to consummate the transactions contemplated
hereby and to perform all terms and conditions hereof to be performed by
it.  The execution and delivery of this Agreement by the BUYER and all
agreements, instruments, and documents to be executed and delivered by the BUYER
hereunder, the performance by the BUYER of all the terms and conditions hereto
to be performed by it and the consummation of the transactions contemplated
hereby have been duly authorized and approved by the BUYER, and no other
corporate proceedings of The BUYER are necessary with respect
thereto.  All persons who have executed and delivered this Agreement,
and all persons who will execute and deliver the other agreements, documents and
instruments to be executed and delivered by the BUYER hereunder, have been duly
authorized to do so by all necessary actions on the part of the
BUYER.  This Agreement constitutes, and each other agreement and
instrument to be executed by the BUYER hereunder, when executed and delivered by
the BUYER, will constitute, the valid and binding obligation of the BUYER
enforceable against it in accordance with its terms.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              2.02

            	
              Non-contravention.

            


    

    


    Neither
the execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will (i) violate any statute, regulation,
rule, judgment, order, decree, stipulation, injunction, charge or other
restriction of any federal, state or local government, governmental agency or
court to which the BUYER is subject or (ii) conflict with, result in a breach
of, constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify, or cancel or require any
notice under any contract, lease, sublease, license, sublicense, franchise,
permit, indenture, agreement or mortgage for borrowed money, instrument of
indebtedness, security interest or other arrangement to which the BUYER is a
party or by which it is bound or to which any of its assets is subject or result
in the imposition of any security interest upon any of its assets.

    


    
      	
              2.03

            	
              Disclosure.

            


    

    


    The
representations and warranties contained in this Section 2 do not contain any
untrue statement of a fact or omit to state any fact necessary in order to make
the statements and information contained in this Section 2 not
misleading.

    


    
      	
              2.04

            	
              Representation.

            


    

    


    The BUYER
represents and warrants that in making the decision to acquire the Acquired
Assets, they have relied upon their own independent investigations and the
independent investigations by their representatives, including their own
professional legal, tax, and business advisors, and that the BUYER and their
representatives have been given the opportunity to examine all relevant
documents and to ask questions of and to receive answers from
SELLER.

    


    3.   Representations
and Warranties Concerning SELLER.

    


    SELLER,
represents and warrants to the BUYER that, to the best of their knowledge, the
statements contained in this Section 3 are correct and complete as of the date
of this Agreement and will be correct and complete as of the Closing Date as
though the Closing Date were substituted for the date of this Agreement
throughout this Section 3.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              3.01

            	
              Authority.

            


    

    


    SELLER
has all requisite power and authority to execute and deliver this Agreement
and

    all
agreements, instruments and documents to be executed and delivered by SELLER
hereunder, to consummate the transactions contemplated hereby and to perform all
terms and conditions hereof to be performed by it.  This Agreement
constitutes, and each other agreement and instrument to be executed by SELLER
hereunder, when executed and delivered by SELLER, will constitute, the valid and
binding obligation of SELLER enforceable against it in accordance with its
terms.

    


    
      	
              3.02

            	
              Non-contravention.

            


    

    


    Neither
the execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will (i) violate any statute, regulation,
rule, judgment, order, decree, stipulation, injunction, charge or other
restriction of any government, governmental agency or court to which SELLER is
subject or (ii) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel or require any notice under any
contract, lease, sublease, license, sublicense, franchise, permit, indenture,
agreement or mortgage for borrowed money, instrument of indebtedness, security
interest or other arrangement to which SELLER is a party or by which it is bound
or to which any of its assets is subject or result in the imposition of any
security interest upon any of its assets.  SELLER is not required to
give any notice to, make any filing with, or obtain any authorization, consent
or approval of any federal, state or local government, governmental agency,
bank, financial institution or other party in order for SELLER and BUYER to
consummate the transactions contemplated by this Agreement.

    


    
      	
              3.03

            	
              Title.

            


    

    


    SELLER
has, and upon the Closing Date will have, valid and binding contractual rights
to the Acquired Assets, free and clear of all liens, claims, mortgages, security
interests, pledges, encumbrances or restrictions on transfer of any kind or
nature.

    


    
      	
              3.04

            	
              Governmental
      Approvals.

            


    

    


    No
consent, approval, waiver, order or authorization of, or registration,
declaration or filing with, any federal, state or local governmental authority
(including, without limitation, any department, bureau or agency), is required
to be obtained or made in connection with the execution and delivery of this
Agreement by SELLER or the consummation by SELLER of the transactions
contemplated hereby the failure of which to obtain would have a material adverse
affect on the Acquired Assets, the BUYER or the BUYER's ability to own, operate
or exploit the Acquired Assets.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              3.05

            	
              Disclosure.

            


    

    


    The
representations and warranties contained in this Section 3 do not contain any
untrue statement of a fact or omit to state any fact necessary in order to make
the statements and information contained in this Section 3 not
misleading.

    


    
      	
              3.06

            	
              Approvals;
      Consents.

            


    

    


    SELLER
has, and on the Closing Date will have, the right, power and authority to enter
into this Agreement and to sell, transfer and deliver the Acquired Assets and to
perform all undertakings and obligations hereunder.  No approval,
authorization, consent, order or other action of, or filing with, any third
party, including without limitation, any public, governmental, administrative or
regulatory authority, agency or body (collectively, “consents”), is required in
connection with the execution, delivery and/or performance of this Agreement by
SELLER or the consummation of the transactions contemplated hereby.

     

    
      	
              3.07

            	
              Liens.

            


    

     

    SELLER
has good and marketable title to the Acquired Assets and has full power and
authority to sell, assign and transfer to BUYER all of the Acquired Assets free
and clear of restrictions on or conditions to transfer or assignment, and free
and clear of mortgages, liens, pledges, charges, encumbrances, equities, claims,
covenants, conditions, or restrictions.  All of the Acquired Assets
are in good operating condition and repair, ordinary wear and tear
excepted.

     

    
      	
              3.08

            	
              Taxes.

            


    

     

    SELLER
has filed all federal, state, local, foreign or other tax returns which are
required Taxes to be filed by any of them or been approved for an extension of
same, and such returns are, to the best knowledge of SELLER, true and
correct.  There is no material liability for the payment of any
federal, state, local, foreign or other taxes whatsoever (including any interest
or penalties) with respect to SELLER except for which non-compliance would not
have a material adverse effect on the business, operations or financial
condition of SELLER.

    


    4.   Survival.

    


    
      	
              4.0

            	
              Survival.

            


    

    


    None of
the representations and warranties of SELLER and BUYER contained in this
Agreement shall survive the Closing Date, except for 3.03, even if the damaged
party knew or had reason to know of any misrepresentation or breach of warranty
at the time of the Closing Date.

    


    5.   Conduct
and Transactions prior to Closing.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              5.01

            	
              Covenants of
      SELLER.

            


    

    


    Between
the date of this Agreement and the Closing Date or, if earlier termination of
this Agreement:

    


    
      	
              (a)  

            	
              SELLER
      agrees to give the BUYER its agents and representatives, full access to
      the Acquired Assets and all of SELLER's premises and books and records
      relating to the Acquired Assets and its operation, and to furnish the
      BUYER with such financial and operating data and other information with
      respect to the Acquired Assets and its ownership and operation as the
      BUYER shall from time to time request; provided, however, that any such
      investigation shall not affect any of the representations and warranties
      of SELLER hereunder; and provided further, that any such investigation
      shall be conducted in such manner as not to interfere unreasonably with
      the operation of the business of SELLER.  In the event of
      termination of this Agreement, the BUYER will return to SELLER all
      documents, work papers, and other material obtained from SELLER in
      connection with the transactions contemplated hereby and will keep
      confidential any information obtained pursuant to this Agreement unless
      such information is ascertainable from public or published information or
      trade sources.

            


    

    
      	
              (b)  

            	
              SELLER
      will conduct its business relating to the Acquired Assets only in the
      ordinary course and will not engage in any practice, take any action or
      enter into any transaction relating to the Acquired Assets outside the
      ordinary course of business.

            


    

    


    6.   Conditions
to Closing.

    


    


    
      	
              6.01

            	
                Conditions to
      Obligations of the BUYER.

            


    

    


    The
obligation of the BUYER to affect the Closing of the transactions contemplated
by this Agreement shall be subject to the following conditions:

    


        (a)   SELLER
shall have furnished the BUYER with certified copies of resolutions duly adopted
by its Board of Directors authorizing all necessary and proper corporate action
approving the execution, delivery and performance of this
Agreement.

    


        (b)   Except
to the extent waived hereunder, (i) the representations and warranties of SELLER
contained herein shall be true and correct in all material respects at the
Closing Date with the same effect as though made at such time; and (ii) SELLER
shall have performed all obligations and complied with all covenants required by
this Agreement to be performed or complied by them prior to the Closing
Date.

    


        (c)   SELLER
shall have obtained and delivered to the BUYER all consents required
consummating the transactions contemplated by this Agreement.

    


        (d)   There
shall not have occurred (i) any material adverse change in the Acquired Assets
or the business, properties, results of operations or financial condition of
SELLER, (ii) any loss of or damage to any of the Acquired Assets (whether or not
covered by insurance) of SELLER which will materially affect or impair the
ability of the BUYER to own or operate the Acquired Assets.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

        (e)   All
statutory requirements for the valid consummation by SELLER of the transactions
contemplated by this Agreement shall have been fulfilled and all authorizations,
consents and approvals of all federal, state or local governmental agencies and
authorities required to be obtained in order to permit consummation by SELLER of
the transactions contemplated by this Agreement and to permit the business now
or previously carried on by SELLER with the Acquired Assets to continue
unimpaired to any material degree immediately following the Closing Date shall
have been obtained.  Between the date of this Agreement and the
Closing Date, no governmental agency, whether federal, state or local, shall
have instituted (or threatened to institute) an investigation or other
proceeding which is pending at the Closing Date relating to the transactions
contemplated by this Agreement and between the date of this Agreement and the
Closing Date no action or proceeding shall have been instituted or, to the
knowledge of SELLER, shall have been threatened by any party (public or private)
before a court or other governmental body to restrain or prohibit the
transactions contemplated by this Agreement or to obtain damages in respect
thereof.

    


        (f)   SELLER
shall have complied with the delivery requirements set forth in Section 7.03 of
this Agreement.

    


    
      	
              6.02

            	
               Conditions to
      Obligations of SELLER.

            


    

    


    The
obligation of SELLER to affect the Closing of the transactions contemplated by
this Agreement shall be subject to the following conditions:

    


        (a)   The
BUYER shall have furnished SELLER with certified copies of resolutions duly
adopted by its Board of Directors or Trustee, as required, authorizing all
necessary and proper corporate action approving the execution, delivery and
performance of this Agreement.

    


        (b)   Except
to the extent waived hereunder, (i) the representations and warranties of the
BUYER contained herein shall be true in all material respects at the Closing
Date with the same effect as though made at such time; and (ii) the BUYER shall
have performed all material obligations and complied with all material covenants
required by this Agreement to be performed or complied with by it prior to the
Closing Date.

    


       (c)   All
statutory requirements for the valid consummation by the BUYER of the
transactions contemplated by this Agreement shall have been fulfilled and all
authorizations, consents and approvals of all federal, state, local and foreign
governmental agencies and authorities required to be obtained in order to permit
consummation by the BUYER of the transactions contemplated by this Agreement
shall have been obtained.  Between the date of this Agreement and the
Closing Date, no governmental agency, whether federal, state or local, shall
have instituted (or threatened to institute) in a writing directed to SELLER,
the BUYER or any of their subsidiaries, an investigation which is pending at the
Closing Date relating to the transactions contemplated by this Agreement and
between the date of this Agreement and the Closing Date no action or proceeding
shall have been instituted or, to the knowledge of the BUYER, shall have been
threatened by any party (public or private) before a court or other governmental
body to restrain or prohibit the transactions contemplated by this Agreement or
to obtain the damages in respect thereof.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    7.   Actions
at Closing.

     

    
      	
              7.01

            	
              Transactions at the
      Closing.

            


    

    


    At the
Closing the following events shall occur, each event under the control of one
party hereto being a condition precedent to the events under the control of the
other party, and each event being deemed to have occurred simultaneously with
the other events.

    


    
      	
              7.02

            	
              Deliveries by the
      BUYER.

            


    

    


    At
Closing, The BUYER will deliver to SELLER:

    


    


    
      	
              (a)  

            	
               A
      restricted common stock certificate in the amount of one million two
      hundred fifty thousand (1,250,000) shares from the BUYER to the SELLER or
      its designees.

            


    

    
      	
              (b)  

            	
               Certified
      copies of corporate resolutions and other corporate proceedings taken by
      the   BUYER to authorize the execution, delivery and
      performance of this Agreement.

            


    

    


    
      	
              7.03

            	
              Deliveries by
      SELLER.

            


    

    


    At
Closing, SELLER shall deliver to the BUYER:

    


    
      	
              (a)  

            	
              A
      Deed of  Assignment of one hundred percent (100%) interest in
      and unto the Acquired Assets in the form attached as Exhibit “B” and other
      instruments of transfer, assignment and conveyance as The BUYER shall
      reasonably request to vest in The BUYER good and marketable title to the
      Acquired Assets; and

            


    

    


    
      	
              (b)  

            	
              The
      SELLER shall maintain liability insurance (loss of assets) on the assets
      acquired by the BUYER until assets are loaded on transport trucks for
      shipment to Feel Golf headquarters in Salinas, CA. (presently scheduled
      for pick-up in August, 2009 - as soon as it can be
      arranged).  Thearefter, BUYER assumes liability of assets (loss
      and warranty only).

            


    

    


    
      	
              (c)  

            	
              Certified
      copies of corporate resolutions and other corporate proceedings taken by
      SELLER to authorize the execution, delivery and performance of this
      Agreement.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    


    8.   Termination.

    


    


    
      	
              8.01

            	
              Termination
      of the Agreement.

            


    

    


    The
parties may terminate this Agreement as provided below:

    


    
      	
              (a)  

            	
              The
      BUYER and SELLER may terminate this Agreement by mutual written consent at
      any time prior to the Closing;

            


    

    


    
      	
              8.02

            	
                          Effect
      of Termination. 

            


    

    


    
      	
              (a)  

            	
              If
      either The BUYER or SELLER terminates this Agreement pursuant to Section
      8.01(a) above, all rights and obligations of the parties hereunder shall
      terminate without any liability of any party to any other
      party.

            


    

    


    9.     Indemnification.

    


    
      	
              9.01

            	
              Indemnification.

            


    

    


    SELLER
shall indemnify, defend and hold the BUYER, each of the officers, agents and
directors and current shareholders of the BUYER as of the Closing Date, harmless
against and in respect of any and all claims, demands, losses, costs, expenses,
obligations, liabilities, damages, recoveries and deficiencies, including,
without limitation, reasonable attorneys' fees (collectively, “Losses”), that it
shall incur or suffer, which directly or indirectly arise out of, result from,
or relate to any breach, or failure to perform, any of SELLER's representations,
warranties, covenants, or agreements in this Agreement or in any schedule,
certificate, exhibit, or other instrument furnished or to be furnished by SELLER
under this Agreement.  The indemnification described herein shall also
apply in the event of an assertion against the BUYER, or the Acquired Assets, by
any person, entity, government or subdivision thereof, of any claim, demand,
penalty, fine, or tax accruing prior to the Closing.  The
indemnification provided for in this paragraph shall survive the Closing and
consummation of the transactions contemplated hereby and termination of this
Agreement.

    


    10.   Miscellaneous.

    


    
      	
              10.01

            	
              Survival
      of Covenants, Representations and
  Warranties.

            


    

    


    Except as
otherwise specifically provided, the covenants, representations and warranties
contained herein shall expire and be terminated and extinguished at the Closing
Date, except for 3.03.

    


    
      	
              10.02

            	
              Governing
      Law.

            


    

    


    This
Agreement and the legal relations between the parties shall be governed by and
construed in accordance with the laws of the State of California, county of
Monterey.

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    
      	
              10.03

            	
              Notices.

            


    

    


    Any
notices or other communications required or permitted hereunder shall be
sufficiently given if sent by registered mail or certified mail, postage prepaid
if addressed as follows:

    


    


    


    To:   BUYER:

    


               Feel
Golf Company, Inc

               1354-T
Dayton St.

               Salinas,
CA  93901

               Lee
Miller, CEO and/or David Otterbach, COO

    


    To:  SELLER:

    


                Caldwell
Golf Company, Inc.

                2131
Las Palmas

                Carlsbad,
CA

                Attn.
Bruce Caldwell, Pres

    


    
      	
              10.04

            	
              No
      Assignment.

            


    

    


    This
Agreement may not be assigned by either party or by operation of law or
otherwise unless expressly agreed to in advance and in writing by both parties
hereto and, in the event of an attempted assignment, this Agreement shall
terminate.

    


    
      	
              10.05

            	
              Entire
      Agreement.

            


    

    


    This
Agreement (including the documents referred to herein) constitutes the entire
agreement among the parties and supersedes any prior understandings, agreements
or representations by or among the parties, written or oral, to the extent they
related in any way to the subject matter hereof.

    


    
      	
              10.06

            	
              Confidentiality.

            


    

    


    Both
BUYER and SELLER further agree that the amounts and contributions described
herein, and all terms and conditions of this Agreement, are and shall remain
strictly privileged and confidential and shall not be communicated or published
in any manner to any person not a party to this Agreement except (i.) as
permitted by the parties’ prior written authorization; (ii.) ordered by a court
of competent jurisdiction or (iii.) as required in connection with the
disclosure guidelines of material events under the Securities Act of 1933, as
amended. This Agreement shall not, by itself, be filed in any court of record
nor shall it be entered into evidence in any action at any time without the
express written consent of all parties to this Agreement or upon court order.
The parties each acknowledge that BUYER will be required to file this Agreement
as an exhibit to its Form 8-K and Form 10-K reports to the Securities and
Exchange Commission and that these filings are exempt from the requirements of
this Section. BUYER and SELLER agree to use their best efforts prior to closing
to agree upon the contents of a press release to be made by SELLER, as required
under the Securities Act of 1933, as amended.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              10.07

            	
              Counterparts.

            


    

    


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

    


    
      	
              10.08

            	
               Headings.

            


    

    


    The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this
Agreement.

    


    
      	
              10.09

            	
              Amendments
      and Waivers.

            


    

    


    No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by the BUYER and SELLER.  No waiver by
an party of any default, misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to extend to any prior or
subsequent default, misrepresentation or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.

    


    
      	
              10.10

            	
              Severability.

            


    

    


    Any term
or provision of this Agreement that is invalid or unenforceable in any situation
in any jurisdiction shall not affect the validity or enforceability of the
remaining terms and provisions hereof or the validity or enforceability of the
offending term or provision in any other situation or in any other
jurisdiction.

    


    
      	
              10.11

            	
              Expenses.

            


    

    


    Except as
otherwise expressly provided herein, each of the parties will bear his or its
own costs and expenses (including legal fees and expenses) incurred in
connection with this Agreement and the transactions contemplated
hereby.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              10.12

            	
              Construction.

            


    

    


    The
parties have participated jointly in the negotiation and drafting of this
Agreement.  In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the parties and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of
this Agreement.  Any reference to any federal, state, local or foreign
statute or law shall be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise.  The
word "including" shall mean including without limitation.  The parties
intend that each representation, warranty and covenant contained herein shall
have independent significance.  If any party has breached any
representation, warranty or covenant contained herein in any respect, the fact
that there exists another representation, warranty or covenant relating to the
same subject matter (regardless of the relative levels of specificity) which the
party has not breached shall not detract from or mitigate the fact that the
party is in breach of the first representation, warranty or
covenant.

    


    
      	
              10.13

            	
              First
      Right of Refusal.

            


    

    


    Buyer is
granted the first right of refusal to acquire additional claims and rights
controlled by Seller before they are offered to other potential
acquirers.  Buyer will have 60 days to respond to any first rights of
refusal before the claims or rights are offered to any other party.

    


    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first written
above.

                                          SELLER:

    


                            Caldwell
Golf Company, Inc

    


    


                         
By:     /s/
Bruce Caldwell                       Date:
August 3, 2009

                                    Bruce
Caldwell, President

    


    


                                      BUYER:

    


                             Feel Golf Company,
Inc.                      Date: August 3,
2009

    


                             By:   /s/ Lee
Miller

                                     Lee Miller, Chief Executive Officer
& Director

    


    


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    EXHIBITS

    


    


    Attached
to and made a part of that certain Asset Purchase Agreement dated July 21, 2009
by and between Caldwell Golf as Seller and Feel Golf Company, Inc., as Buyer are
the following exhibits:

     

    


     

    Exhibit A – Intangible
Assets

     

    


     

    
      	
              ·  

            	
              Current
      Customer Records

            


    

     

    
      	
              ·  

            	
              Current
      Supplier  Records

            


    

     

    
      	
              ·  

            	
              Intellectual
      Property

            


    

     

    
      	
              ·  

            	
              Evaluations

            


    

     

    
      	
              ·  

            	
              Corporate
      by laws, minutes, good standing
certificate

            


    

     

    
      	
              ·  

            	
              Web
      Site any and all associated with Caldwell Golf and/or for e
      commerce

            


    

     

    
      	
              ·  

            	
              Product
      Costing records

            


    

     

    
      	
              ·  

            	
              800
      toll free phone number(s)

            


    

     

    
      	
              ·  

            	
              Corporate
      backgrounder

            


    

     

    


     

    OTHER:

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


     

    Exhibit B
–  Tangible Assets

     

    


     

    Advise
if any assets are stored and/or maintained off premise

     

    


     

    
      	
              ·  

            	
              Assembled
      Golf Club Inventory

            


    

     

    
      	
              ·  

            	
              Unassembled
      and/or partial assembled

            


    

     

    
      	
              ·  

            	
              Components,
      golf club heads, hand tools, fixtures,  on
  hand

            


    

     

    
      	
              ·  

            	
              Production
      Tooling for reproducing the Caldwell Golf, Pearl Golf and by any other
      name  if so exist

            


    

     

    
      	
              ·  

            	
              All
      Assembly tooling, nests,

            


    

     

    
      	
              ·  

            	
              All
      Misc such as :  assembly tables, storage racks, pallet jacks,
      fork lifts (both manual and
powered)

            


    

     

    
      	
              ·  

            	
              All
      Plastic and wooden pallets

            


    

     

    
      	
              ·  

            	
              Demo
      day signage, golf bags, caps, any and all collateral
    materials

            


    

     

    


     

    OTHER:

     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


     

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Exhibit C –Miscellaneous
Assets

     

    


     

    
      	
              ·  

            	
              FF
      &E fully depreciated and not fully
  depreciated

            


    

     

    
      	
              ·  

            	
              All
      personal property not classified as real
  property

            


    

     

    
      	
              ·  

            	
              Corporate
      accounting records back up

            


    

     

    


     

    


     

    


     

    OTHER:

     

    


     

    


    


     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    15