Convertible promissory note

Element 21 Golf Company

1. Investment .  The undersigned (sometimes referred to herein as “I” or the “Investor”) hereby agrees to loan a total of Three Hundred ($ 300,000) (the “Loan Amount”) to Element 21 Golf Company, a Delaware corporation (the “Company”), in exchange for (i) a convertible promissory note (the “Note”), a form of which is attached hereto as Exhibit A , and (ii) warrants for shares of the Company's common stock, a form of which is attached hereto as Exhibit B (the “Warrants”), on the terms and conditions described herein.  The Note shall bear interest at a rate of 7% per annum, with principal and interest due and payable on July 20, 2009.

2. Payment .  I hereby tender to the Company the Loan Amount, one manually executed copy of this Subscription Agreement and an executed copy of my Accredited Investor Questionnaire which is attached hereto as Annex A .

I fully understand that the Company has a limited operating history and that the Note is a speculative investment which involves a high degree of risk of loss of my entire investment.  I fully understand the nature of the risks involved in making the loan to the Company and I am qualified by my knowledge and experience to evaluate investments of this type.  I have carefully considered the potential risks relating to the Company and making the loan to the Company and have, in particular, reviewed each of the risks set forth in Annex B attached hereto and the Company’s filings with the Securities and Exchange Commission set forth on Annex C attached hereto which may be obtained at www.sec.gov (the “SEC Filings”).  Both my advisors and I have had the opportunity to ask questions of and receive answers from representatives of the Company or persons acting on its behalf concerning the Company and the terms and conditions of a proposed investment in the Company and my advisors and I have also had the opportunity to obtain additional information necessary to verify the accuracy of information furnished about the Company.  Accordingly, I have independently evaluated the risks of making the loan to the Company.

3. Investor Representations and Warranties .  I acknowledge, represent and warrant to, and agree with, the Company as follows:

(a) I am aware that my investment involves a high degree of risk, certain of which risks are disclosed in the Risk Factors attached hereto as Annex B .  I am aware that the Company commenced its present business in October 2002, has incurred significant losses during each fiscal year thereafter and needs additional financing.

(b) I acknowledge and am aware that there is no assurance as to the future performance of the Company.

(c) I acknowledge that there may be certain adverse tax consequences to me in connection with my making the loan to the Company and my receipt of the Warrants, and the Company has advised me to seek the advice of experts in such areas prior to making this investment.

(d) I am making the loan for my own account for investment and not with a view to or in connection with the distribution of the Note, the Warrants, or the shares of the Company’s Common Stock, $.01 par value per share issuable upon conversion of the Note or the exercise of the Warrants (collectively, the “Securities”), nor with any present intention of selling or otherwise disposing of all or any part of the Securities.  I agree that I must bear the economic risk of my investment for an indefinite period of time because, among other reasons, none of the Securities have been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under applicable securities laws of certain states or an exemption from such registration is available.  I understand that the Company is under no obligation to register any of the Securities on my behalf or to assist me in complying with any exemption from such registration under the Securities Act or any state securities laws.  I hereby authorize the Company to place a legend denoting the foregoing restrictions on any of the Securities.

(e) I am not a member of the National Association of Securities Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior to the date of this Subscription Agreement, been affiliated or associated with any company, firm, or other entity which is a member of the NASD; and I do not own any stock or other interest in any member of the NASD (other than interests acquired in open market purchases).

(f) I recognize that the Securities, as an investment, involve a high degree of risk including, but not limited to, the risk of economic losses from operations of the Company and the total loss of my investment.  I further understand that none of the Company’s assets have been pledged as security for the Note.  I believe that an investment in the Securities is suitable for me based upon my investment objectives and financial needs, and I have adequate means for providing for my current financial needs and contingencies and have no need for liquidity with respect to my investment in the Securities.

(g) I have been given access to full and complete information regarding the Company and the Securities and have utilized such access to my satisfaction for the purpose of obtaining information, and I have either met with or been given reasonable opportunity to meet with officers of the Company for the purpose of asking questions and receiving answers from, such officers concerning the terms and conditions of the issuance of the Securities and the business and operations of the Company and to obtain any additional information, to the extent reasonably available.

(h) I have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of making the loan, and thereby investing in the Securities and have obtained, in my judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Securities.  I have not utilized any person as my purchaser representative as defined in Regulation D promulgated by the Securities Exchange Commission pursuant to the Securities Act in connection with evaluating such merits and risks.

(i) I have relied solely upon my own investigation in making a decision to invest in the Securities.

(j) I have received no representation or warranty from the Company or any of its respective officers, directors, employees, consultants or agents in respect of my investment in the Securities and I have received no information (written or otherwise) from them relating to the Company or its business other than as contained herein or in the SEC Filings.  I am not participating in the offer as a result of or subsequent to: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(k) I have had full opportunity to ask questions and to receive satisfactory answers concerning the offering of the Securities and other matters pertaining to my investment in the Securities and all such questions have been answered to my full satisfaction.

(l) I have been provided an opportunity to obtain any additional information concerning the Securities and the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.

(m) I am an “accredited investor” as defined in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder.

(n) I understand that (i) the Securities have not been registered under the Securities Act, or the securities laws of any state in reliance on specific exemptions from registration, (ii) no securities administrator of any state or the federal government has recommended or endorsed the offering of Securities or made any finding or determination relating to the fairness of an investment in the Company and (iii) the Company is relying on my representations and agreements for the purpose of determining whether this transaction meets the requirements of the exemptions afforded by the Securities Act and certain state securities laws.

(o) I understand that since neither the offer nor sale of the Securities has been registered under the Securities Act or the securities laws of any state, the Securities may not be sold, assigned, pledged or otherwise disposed of unless they are so registered or an exemption from such registration is available.

(p) I have been urged to seek independent advice from my professional advisors relating to the suitability of an investment in the Securities in view of my overall financial needs and with respect to the legal and tax implications of such investment.

(q) If the undersigned is a corporation, company, trust, employee benefit plan, individual retirement account, Keogh Plan, or other tax-exempt entity, it is authorized and qualified to become an investor in the Company and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so.

(r) The information