EXHIBIT 10.1
------------
Name of Investor:_____________________
Addendum to subscription agreement dated July 1, 2006
Element 21 Golf Company
000 Xxxxxx Xxxxx Xxxx, Xxxx 0
Xxxxxxx, Xxxxxxx, Xxxxxx, X0X0X0
The undersigned ("Investor") agrees to amend paragraph 4(i) of the subscription
agreement as follows:
(i) The Company will not use any of the proceeds of the Investors
investment in the Securities to pay off any outstanding
indebtedness of the Company evidenced by those certain
convertible promissory notes of the Company issued between
February 2006 and the date hereof (the "Promissory Notes").
The Company will use its commercially reasonable efforts to
cause the holders of each of the Promissory Notes to elect to
convert such Promissory Notes into shares of Common Stock. The
Investor shall be under no obligation to advance the Remaining
Investment Amount if the Company shall fail to convert at
least 0% of aggregate outstanding principal amount of the
Promissory Notes into Common Stock prior to November 30, 2006.
The effect of this amendment shall be to remove any preconditions to the
Investment of $1,000,000 by November 30, 2006 as more fully described in
paragraph 2(b) of the subscription agreement.
Signed
________________________________________________________________________________
Date
________________________________________________________________________________
Witness Witness
_________________________________ ____________________________________
