ASSET PURCHASE AGREEMENT

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.

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.

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

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.

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 3 ^rd , 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.