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EXHIBIT 10.1




September 23, 2002

Mr. Andrew S. Wyant
Chief Executive Officer
Natural Golf Corporation
1200 East Business Center Drive
Suite 400
Mt. Prospect, IL 60056

Dear Mr. Wyant:

This letter agreement (the "Letter  Agreement")  confirms our understanding that
Natural Golf  Corporation  ("Natural Golf" or the "Company") has engaged Keating
Investments,   LLC  ("Keating")  to  provide  certain  financial   advisory  and
investment banking services.

1.   ENGAGEMENT.  Keating will perform such of the following  financial advisory
     services on the Company's behalf as the Company may reasonably request:

     a.   Keating  shall  act as the  Company's  exclusive  Placement  Agent and
          Financial  Advisor  in  connection  with a  reverse  acquisition  (the
          "Reverse   Acquisition")  of  a  blank  check  company  ("Blank  Check
          Company") to be introduced by Keating.


     b.   Keating shall act as Placement  Agent in connection  with the proposed
          bridge loan (the "Bridge") of between  $750,000-$1,250,000.  The terms
          of the Bridge are as follows:


          i.   One-year  secured notes (the "Bridge Notes") in a form acceptable
               to Natural  Golf.  Natural Golf shall  provide  collateral in the
               form of inventory  for the Bridge  Notes.  The Company  agrees to
               file a Form UCC-1 pledging the Company's inventory as security in
               the event of a default.  Keating  acknowledges  that Natural Golf
               will also be pledging its  inventory for security of a loan of up
               to $600,000 from individuals or entities ("Other  Lenders") other
               than Keating  investors.  Keating investors and the Other Lenders
               will both have a first security interest in the inventory,  which
               will be  subject  to a  credit  and  security  agreement  to both
               Keating investors and the Other Lenders.



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          ii. Ten percent (10%) interest per year, payable at maturity.


          iii. 20,000 5-year warrants  ("Warrants")  with an exercise price h of
               $5.00 per  $100,000  principal  amount of the Bridge  Notes.  The
               Warrants shall have a cashless exercise feature provided a public
               market exists, and standard provisions concerning  anti-dilution,
               and registration rights as approved by Natural Golf.

          iv.  Within nine (9) months of the Bridge investment,  the Company may
               extinguish the Bridge Notes  including the Warrants  described in
               subparagraph  (iii) above by paying the Bridge investors  133.33%
               of the Bridge Notes  principal  plus  accrued  interest up to the
               repayment date. Upon termination of the Bridge,  the Bridge Notes
               will  be  cancelled  and  the  parties'  obligations  under  this
               Agreement shall end unless mutually agreed otherwise in writing.


     c.   UponKeating's  placement  of (y) at least  $250,000  of the  Bridge by
          October 15, 2002;  AND (z) at least $750,000 of the Bridge by December
          31,  2002;  and  Natural  Golf's  acceptance  of said funds under both
          subparagraphs  (y) and (z);,  Natural  Golf  agrees to enter into good
          faith  negotiations with Keating and the Blank Check Company regarding
          acquisition by a Blank Check Company to be introduced by Keating via a
          Reverse  Acquisition  transaction  subject to Natural  Golf's right to
          conduct  due  diligence  with  respect  to the Blank  Check  Company's
          operation,  business, history, properties and financial condition. The
          Company agrees to file a  post-effective  amendment to the Blank Check
          Company  registration   statement  with  the  SEC  within  sixty  days
          following the placement of at least $750,000 of the Bridge by December
          31, 2002.

     d.   Keating shall act as exclusive  Placement Agent in connection with the
          proposed  issuance,  offering and sale by the Company (the  "Follow-On
          Offering") of up to $15 million of the Company's  Common Stock.  It is
          anticipated  that the  valuation of the  Follow-On  Offering  shall be
          approximately  1x 2003 projected  sales.  The Company shall have final
          approval with respect to the price of the Common Stock to be issued in
          the Offering.

     e.   Keating will familiarize itself to the extent it deems appropriate and
          feasible  with  the  business,   historic,   current  and  prospective
          operations,  properties and financial  condition of the Company,  it
          being understood that


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     Keating shall,  in the course of such  familiarization,  rely entirely upon
     publicly  available  information  and  such  other  information  as  may be
     supplied by the Company without assuming any responsibility for independent
     investigation or verification thereof.

     f.   Keating  will  advise  and assist the  Company in  identifying  and/or
          evaluating various financial alternatives that may be available to the
          Company,  including  without  limitation,  a public or private sale of
          equity  or debt  securities  of the  Company,  or such  other  form of
          financial  transaction  that  Keating  believes  may  be  of  possible
          interest to the Company.

     g.   Keating    will   render   such   other    financial    advisory   and
          investment-banking services as may from time to time be agreed upon by
          Keating and the Company in writing.

     h.   The obligation of Natural Golf to proceed  hereunder  shall be subject
          to approval of the Company's  shareholders  of  additional  authorized
          stock as required to effectuate this transaction.

2.   INFORMATION PROVIDED BY THE COMPANY.

     a.   The Company shall make available to Keating all information concerning
          the  business,   operations,   properties,   prospects  and  financial
          condition  of the Company,  as  applicable,  that Keating  requests in
          connection with the rendering of services hereunder, and shall provide
          Keating with reasonable access to the Company's  officers,  directors,
          employees,  independent  accountants  and other advisors and agents as
          Keating shall deem appropriate.

     b.   The Company  recognizes  and  confirms  that Keating will use and rely
          upon the  information  provided by or on behalf of the Company and its
          advisors  and  agents  and  upon  publicly  available  information  in
          performing the services  contemplated hereby. It is understood that in
          performing under this engagement, Keating may assume and rely upon the
          accuracy and completeness  of, and is not assuming any  responsibility
          for  independent  investigation  or  verification  of,  such  publicly
          available information and the information so furnished.

3.   FEES.

     a.   Upon signing a definitive acquisition agreement, the Company shall pay
          to Keating a non-refundable investment banking fee retainer of $25,000
          in cash.  An  additional  investment  banking fee of $75,000  shall be
          deemed earned upon the closing of the Follow-On  Offering and shall be
          paid to Keating  from the  proceeds of the  Follow-On  Offering at the
          time of the closing.

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     b.   Upon the closing of the Acquisition,  the Company shall promptly issue
          a combined  total of three percent (3%) of the fully diluted shares of
          Natural  Golf Common Stock then  outstanding  to Keating and the Blank
          Check  Company's  stockholders.  The Company  agrees to  register  for
          resale  the  shares  issued  to  Keating  on  the  first  registration
          statement  that  the  Company  files  with the SEC  subsequent  to the
          closing of the Reverse Acquisition, subject to Natural Golf's existing
          registration rights agreements.

     c.   Upon the closing of the Follow-On  Offering,  Keating shall be paid up
          to an  additional  3% of the fully  diluted  Natural  Golf shares then
          outstanding  based on the following  formula:  Payment = N/$5,000,000,
          where N is equal to the $ amount of Common  Stock  placed by  Keating.
          Example:  $10 million placed = an additional 2% of Natural Golf Common
          Stock.

     d.   The Company shall pay promptly to Keating for its services hereunder a
          cash  placement fee equal to 10% of the  securities  placed by Keating
          upon the closing of any  offering  of the  Companies  securities.  The
          Company  shall also promptly pay to Keating,  in  connection  with the
          provision of services hereunder,  a non-accountable  expense allowance
          equal to 3% of the total  amount of the  securities  placed by Keating
          upon the closing of any offering. In addition, the Company shall issue
          five-year  Warrants  entitling  Keating to  purchase  up to 10% of the
          securities  placed by Keating at an exercise  price of 100% of the per
          share price of the placement.  The placement and Warrant fees shall be
          reduced by any amount paid to a third party as a  commission,  selling
          concession  or finder's fee, but in any case shall not fall below a 3%
          placement fee and 3% Warrant fee. The Company  shall  provide  Keating
          with piggyback registration rights on terms acceptable to Natural Golf
          and subject to Natural Golf's existing registration rights agreements.


     e.   With respect to the Bridge only, Keating's fees shall not be deemed to
          include or be based upon any funds raised by any  individual or entity
          other than Keating or introduced by Keating. In no event shall any fee
          be due to Keating on any funds raised by the  Company's  directors and
          officers in connection with the Bridge.


     f.   In the  event no funds are  raised  or  accepted  by  Natural  Golf by
          December  31, 2002,  pursuant to the Bridge and Keating has  performed
          its  services  hereunder in a  commercially  reasonable  manner,  then
          Keating shall receive 20,000 five-year  Warrants at $5.00 per share as
          Keating's sole compensation hereunder upon cancellation of this Letter
          Agreement.

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     g.   Payment for further services  provided  hereunder shall be as mutually
          agreed between the Company and Keating.

     h.   NASD Rule 2460 specifically  prohibits  broker-dealers such as Keating
          from  accepting  any  payment  or  other  consideration,  directly  or
          indirectly, from an issuer of a security, or any affiliate or promoter
          thereof,  for  publishing  a  quotation,  acting as market  maker in a
          security,  or  submitting  an  application  in  connection  therewith.
          Keating maintains full compliance with this rule at all times, and the
          services  to  be  provided  hereunder  are  "bona  fide  services"  as
          permitted  by Rule 2460.  Compensation  paid to Keating in  connection
          with the  financial  advisory  services  provided  for in this  Letter
          Agreement  is not  intended to be, and should not be  construed to be,
          for the provision of any market-making services.

     i.   Indemnity.  The Company  agrees to the  provisions of Exhibit A hereto
          which  provide for certain  indemnification  by the Company of Keating
          and certain related persons.  Such indemnification is an integral part
          of this Letter  Agreement  and the terms thereof are  incorporated  by
          reference herein. Such indemnification  shall survive any termination,
          expiration or completion of Keating's engagement hereunder.


4.   BREAK-UP FEE. Upon  placement of at least $250,000 of the Bridge by October
     15,  2002 and at least  $750,000 of the Bridge by December  31,  2002,  the
     Company  agrees to enter  into a  Reverse  Acquisition  with a Blank  Check
     Company to be introduced by Keating.  In the event that the Company  either
     (a)  enters  into a  Transaction  (defined  below)  other  than  a  Reverse
     Acquisition  arranged by Keating;  or (b) does not enter into a Transaction
     or Reverse Acquisition, then Keating shall be entitled to a break-up fee as
     set forth below:

     a.   If  the  Company  enters  into a  Transaction  other  than  a  Reverse
          Acquisition  arranged by Keating,  the Company agrees to pay Keating a
          fee  in  cash  equal  to  three  percent  (3%)  of  the  value  of the
          Transaction occurring within six (6) months of the date of termination
          of this  Agreement.  A  Transaction  shall be defined  as any  initial
          public offering,  merger,  sale of all or substantially  all assets in
          one  transaction,  or sale of all or  substantially  all  stock in one
          transaction, strategic partnership/alliance, or joint venture.

     b.   If the  Company  does  not  enter  into  a  Transaction  or a  Reverse
          Acquisition,  the  Company  agrees to pay  Keating a  break-up  fee of
          $1,000,000. At least $250,000 of the break-up fee must be paid in cash
          at the maturity of the Bridge  Notes.  At the sole  discretion  of the
          Company, the remaining $750,000 of the break-up fee may be paid in any


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          combination  of the Company's  Common Stock (in kind) and cash. If the
          Company  elects to pay in kind,  for each $250,000 of the break-up fee
          due to Keating,  the Company  agrees to issue to Keating the number of
          shares of the Company's  Common Stock equal to one percent (1%) of the
          fully diluted shares then outstanding. For example, if the Company had
          four million fully diluted  shares  outstanding  and wanted to pay the
          break-up fee half in cash and the other half in kind, Keating would be
          owed $500,000 in cash and 80,000 shares of the Company's  Common Stock
          ([$500,000/$250,000=2] x 1% x 4,000,000 shares) in kind.


5.   TERM. The initial term of this Agreement will be through December 31, 2002.
     Upon  placement of at least  $250,000 of the Bridge by October 15, 2002 and
     at least $750,000 of the Bridge by December 31, 2002, Keating's appointment
     as Financial  Advisor  shall be extended  through  December 31, 2003.  This
     Letter  Agreement and Keating's  engagement  hereunder may be terminated by
     either the  Company or Keating  upon  thirty  days'  prior  written  notice
     thereof  to the other  party;  or by the  Company's  extinguishment  of the
     Bridge  within the time period set forth in paragraph  1(b)(iv);  provided,
     however,  that  termination of this Letter  Agreement  shall not affect the
     Company's  continuing  obligation to indemnify  Keating and certain related
     persons as  provided  in  EXHIBIT A and its  continuing  obligations  under
     Section 8 hereof.


6.   MATTERS RELATING TO ENGAGEMENT.

     a.   The Company  acknowledges  that  Keating has been  retained  solely to
          provide the services set forth in this Letter Agreement.  In rendering
          such services, Keating shall act as an independent contractor, and any
          duties of Keating  arising out of its  engagement  hereunder  shall be
          owed solely to the Company.  The advice (oral or written)  rendered by
          Keating  pursuant to this Letter  Agreement is intended solely for the
          benefit  and  use  of  the  Board  of  Directors  of  the  Company  in
          considering the matters to which this Letter  Agreement  relates,  and
          the  Company  agrees  that such  advice may not be relied  upon by any
          other person, used for any other purpose or reproduced,  disseminated,
          quoted or referred to at any time,  in any manner or for any  purpose,
          nor shall any public  references  to  Keating be made by the  Company,
          without the prior written consent of Keating.

     b.   The Company acknowledges that Keating works in a variety of capacities
          for various  entities and that such entities may be direct or indirect



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          competitors  of the  Company.  The  Company's  engagement  of  Keating
          pursuant to this Letter  Agreement  shall in no way  preclude  Keating
          from  working  in any  capacity  for  other  parties,  or on behalf of
          itself,  or its affiliates,  including in matters in which the Company
          is or may become involved.  The Company also acknowledges that Keating
          and its  affiliates  have no obligation to use in connection  with the
          transactions  contemplated by this Letter Agreement,  or to furnish to
          the Company, confidential information obtained from other companies.

     c.   Keating   and   Natural   Golf   agree  to  enter   into   appropriate
          confidentiality agreements as requested by either party hereunder.


7.   GOVERNING LAW AND SUBMISSION TO JURISDICTION.

     a.   This Letter Agreement shall be governed by and construed in accordance
          with the laws of the State of Illinois,  without  giving effect to the
          conflicts of laws principles thereof.

     b.   Each  of  the  parties  hereto  irrevocably  agrees  that,  except  as
          otherwise  set forth in this  paragraph,  any state or  federal  court
          sitting in the City of Chicago shall have  exclusive  jurisdiction  to
          hear and  determine any suit,  action or proceeding  and to settle any
          dispute  arising out of or relating to this Letter  Agreement and, for
          such purposes, irrevocably submits to the jurisdiction of such courts.

8.   MISCELLANEOUS.

     a.   If any term,  provision,  covenant or  restriction  contained  in this
          Letter  Agreement is held by a court of competent  jurisdiction  to be
          invalid, void or unenforceable or against public policy, the remainder
          of the terms, provisions,  covenants and restrictions contained herein
          shall remain in full force and effect and shall in no way be affected,
          impaired or invalidated.

     b.   This  Letter  Agreement  contains  the entire  agreement  between  the
          parties  relating to the subject matter hereof and supersedes all oral
          statements  and prior  writings  with  respect  thereto.  This  Letter
          Agreement may not be amended or modified except by a writing  executed
          by each of the  parties.  The  provisions  of this  Letter  Agreement,
          including, without limitation, the obligations set forth in Sections 3
          and 4 above and EXHIBIT A hereto,  shall be binding on the Company and
          its successors and assigns.


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     c.   Section headings herein are for convenience only and are not a part of
          this  Letter  Agreement.  This  Letter  Agreement  may be  executed in
          counterparts,  each of which  will be deemed an  original,  but all of
          which taken together will constitute one and the same instrument.

If the foregoing  correctly sets forth the  understanding  and agreement between
Keating and the Company, please so indicate by signing the enclosed copy of this
letter whereupon it shall become a binding  agreement between the parties hereto
as of the date first written above.

                                         Very truly yours,

                                         KEATING INVESTMENTS, LLC

                                         By: /S/ Timothy J. Keating
                                            -----------------------------------
                                                  Timothy J. Keating
                                                  President



         Accepted and agreed to as of
         the day first written above;


         NATURAL GOLF CORPORATION


         By: /S/ Andrew S. Wyant
            -------------------------------
                  Andrew S. Wyant
                  Chief Executive Officer



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                                    EXHIBIT A

                  Natural Golf  Corporation  (the "Company") shall indemnify and
hold harmless Keating Investments,  LLC ("Keating") and its affiliates,  counsel
and  other  professional  advisors,  and  the  respective  directors,  officers,
controlling persons, agents and employees of each of the foregoing (Keating, and
all of such other persons  collectively,  the "Indemnified  Parties"),  from and
against  any  losses,  claims  or  proceedings  including  stockholder  actions,
damages, judgments,  assessments,  investigation costs, settlement costs, fines,
penalties,  arbitration  awards,  other  liabilities,  costs,  fees and expenses
(collectively, "Losses") (but excluding from the definition of any "Losses", any
claims relating to lost profits, consequential,  incidental or punitive damages)
(i) related to or arising out of (A) oral or written information provided by the
Company,  the Company's  employees or other agents,  which either the Company or
Keating  provides to any  persons,  or (B) other action or failure to act by the
Company,  the  Company's  employees or other agents or Keating at the  Company's
request  or with  the  Company's  consent,  or  (ii)  otherwise  related  to the
Company's  breach  of  its  obligations  under  this  Letter  Agreement  or  any
transaction  or conduct in  connection  therewith,  except for losses due to the
Indemnified Party's  negligence,  gross negligence,  willful misconduct,  or bad
faith.

                  The Company shall  further  reimburse  any  Indemnified  Party
promptly  for,  any legal or other fees or expenses as they are  incurred (i) in
investigating,  preparing  or pursuing any action or other  proceeding  (whether
formal or informal) or threat thereof, whether or not in connection with pending
or threatened litigation or arbitration and whether or not any Indemnified Party
is a party (an "Action") and (ii) in connection with enforcing such  Indemnified
Party's rights under this Letter Agreement (including,  without limitation,  its
rights under this EXHIBIT A); except for Losses due to any  Indemnified  Party's
negligence, gross negligence, willful misconduct, or bad faith.

                  The Company shall, if requested by Keating, assume the defense
of any such Action including the employment of counsel  reasonably  satisfactory
to Keating and will not settle, compromise, consent or otherwise resolve or seek
to terminate any pending or threatened  Action  (whether or not any  Indemnified
Party is a party thereto) unless it obtains the prior written consent of Keating
or an  express,  unconditional  release  of  each  Indemnified  Party  from  all
liability  relating  to such  Action and the  engagement  of Keating  under this
Letter  Agreement.  Any  Indemnified  Party shall be entitled to retain separate
counsel of its choice and participate in the defense of any Action in connection
with any of the  matters  to which  this  EXHIBIT  A  relates,  but the fees and
expenses  of such  counsel  shall be at the  expense of such  Indemnified  Party
unless the Company has failed promptly to assume the defense and employ counsel.


                  The rights of the  Indemnified  Parties  hereunder shall be in
addition to any other rights that any Indemnified  Party may have at common law,
by statute or  otherwise.  Except as  otherwise  expressly  provided for in this
EXHIBIT A, if any term,  provision,  covenant or  restriction  contained in this
EXHIBIT A is held by a court of competent  jurisdiction or other authority to be
invalid, void,  unenforceable or against its regulatory policy, the remainder of


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the terms,  provisions,  covenants  and  restrictions  contained  in this Letter
Agreement  all remain in full force and effect and shall in no way be  affected,
impaired  or  invalidated.   The   reimbursement,   indemnity  and  contribution
obligations of the Company set forth herein shall apply to any  modification  of
this Letter  Agreement  and shall remain in full force and effect  regardless of
any termination of, or the completion of any Indemnified Person's services under
or in connection with, this Letter Agreement.

Notwithstanding anything to the contrary contained herein, in no event shall the
Company's  indemnification  obligation  exceed the net proceeds  received by the
Company  as a  result  of  the  services  provided  by  Keating  plus  Keating's
reasonable attorneys fees.










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