Contract
Element
21 Golf Co. (Element) agrees to employ ▇▇▇▇ ▇. ▇▇▇▇▇▇ as its Chief Financial
Officer. ▇▇. ▇▇▇▇▇▇ will work part time as an independent contractor, while
serving as Chief Financial Officer. The initial term of employment will begin
March 1, 2006 and expire the earlier of the raising of $1,000,000 of its
expected convertible debt offering or August 31,2006. During the initial term
of
this agreement Element will pay ▇▇. ▇▇▇▇▇▇ $3,000 in cash per month and $5,000
in Element common stock per month. The amount of stock to be issued will be
based upon the lowest closing price of Element common stock during the initial
period. The Element common stock will be issued within 30 days of the end of
the
initial period. Element will reimburse ▇▇. ▇▇▇▇▇▇’▇ expenses incurred on behalf
of Element. Element will not require ▇▇. ▇▇▇▇▇▇ to relocate.
After
the
termination of the initial term, Element will employ ▇▇. ▇▇▇▇▇▇ for a six month
period under the same terms and conditions, except that Element will pay ▇▇.
▇▇▇▇▇▇ $6,000 in cash per month and $2,000 in Element common stock per month.
The agreement may be extended on the condition that both Element and ▇▇. ▇▇▇▇▇▇
agree to extend the agreement.
All
stock
will be issued in whatever name ▇▇. ▇▇▇▇▇▇ and in whatever denominations ▇▇.
▇▇▇▇▇▇ requests. All stock issuances will be adjusted for stock splits,
dividends or other changes to the common stock. All stock issued will be freely
tradable and issued without restriction. Element will extend any and all
indemnification rights and D and O insurance (if any) coverage to ▇▇. ▇▇▇▇▇▇
in
his capacity as Chief Financial Officer as allowed by
law.