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January  20 , 2009

 

Element 21 Golf Company

200 Queens Quay E Unit  #1

Toronto, Ontario, Canada  M5A 4K9

 

ELEMENT  21

BRIDGE  LOAN  TERMS

CONVERTIBLE NOTE

 

$   300,000 US

 

FOR VALUE RECEIVED, the undersigned, ELEMENT 21 GOLF COMPANY, a Delaware corporation (the “Borrower” ), hereby promises to pay to the order of   , (the “Lender” ), the principal amount of Three Hundred Thousand Dollars ($ 300,000).

 

Section 1.   The Note . The $ 300,000 loan shall take the form of a 7% Convertible Promissory Note which shall be repaid in a period of not more than 6 months from the date of origination.

 

Section 2.   Interest . All indebtedness outstanding under this Note shall bear interest (computed on the basis of a 360-day year) at the rate of seven percent (7%) per annum commencing from the date of this Note.  Interest shall be payable on the Maturity Date.

 

Section 3.   Prepayment . This Note or any part of the principal amount hereof (in denominations of ten thousand dollars ($10,000) or multiples thereof) may be prepaid by the Borrower without penalty, premium or prior notice, however, the right of conversion remains with the lender for the full period of six months one.

 

 

 


 

 

Section 4.   Conversion .

 

 

(a)

The outstanding principal, at the option of the Lender, can be converted anytime during the six months, on terms and conditions applicable thereto at a conversion price equal to 45 cents per share.

 

 

(b)

If the Lender desires to exercise its conversion rights during 6 months period, the Lender shall surrender his Note, duly endorsed, at the principal o


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