CONSULTING AGREEMENT


         This Consulting Agreement is entered into on this 1st of March 2000, by
and  between  J Paul  Consulting  Corp.  (hereinafter  "Consultant"),  with  its
principal  place of  business at 6041 S.  Syracuse  Way,  Suite 307,  Englewood,
Colorado 80111 and PROform golf, inc.(hereinafter "Company"), with its principal
place of business at 5335 W. 48th Avenue, Suite 200, Denver, Colorado 80202.

                                    RECITALS

1.  The Company desires to use the services of the Consultant  for  introduction
and  recommendation of the Company's  business plan to members of the investment
community.

2.  Consultant  desires to provide such services  upon the terms and  conditions
hereof.

Now,  therefore,  in  consideration of these promises of the mutual covenant and
agreements contained herein, the parties agree as follows:

                                    AGREEMENT

1.  ENGAGEMENT  OF  CONSULTANT.   The  Company  hereby  engages  Consultant  and
Consultant hereby agrees to render services to the Company as a consultant.

2. SERVICES. During the term of this Agreement,  Consultant shall provide advice
to and consult with the Company  concerning  the  Introduction  of its Company's
business plan to the investment banking  community.  Consultant will provide the
Company on a best effort basis the following services:

         a.       Introduce  the Company's  business plan to various  investment
                  banking firms and individual retail brokers.

         b.       Solicit and develop  additional  retail  market makers for the
                  Company's  Common  Stock and the  networking  of their  retail
                  brokers   with  the  goal  of   developing  a  broad  base  of
                  shareholders.

         c.       Integrate and  distribute  corporate  information  to selected
                  brokerage investment banking.


                                       1
<PAGE>
         d.       Co-ordinate  broker-company due diligence meetings to open and
                  expand Company recognition in the public market place.


3.       PERIOD OF PERFORMANCE.  The period of performance  under this Agreement
         shall be for a primary  term of six (6)  months  from the date  hereof.
         Either Party,  upon receipt of a thirty- (30) day written  notice,  may
         terminate this Agreement at the end of the three- (3) month's period.


4.  COMPENSATION.  As full  consideration for the best effort performance of the
basic services described above, the Company shall pay Consultant compensation as
follows:


         a.       Cash: (i) $30,000 cash plus reasonable expenses.  Said $30,000
                  shall be paid  monthly  in  advance  at the rate of $5,000 per
                  month. Initial payment for the first month shall be due at the
                  time this Agreement is signed.  Following the initial payment,
                  ensuing   payments   are   payable   monthly   in  advance  to
                  Consultant's  principal place of business and are due upon the
                  15th of each month.

         b.       Expenses:  Expenses are expected to be approximately  $500 per
                  month for phones and postage.  Expenses  include,  but are not
                  limited to, the following: travel and lodging; telephone, fax,
                  and other  communications;  fare of public carrier;  photocopy
                  and printing; postage and special mailings.  Consultant agrees
                  to obtain  prior client  approval for any single  expense over
                  $500.  Consultant  shall  submit  a  monthly  invoice  to  the
                  Company,   which  covers  the  monthly  fee  and  reimbursable
                  expenses.  The  Company  also  agrees  to  indemnify  and  pay
                  Consultant  for all  expenses  committed  to on  behalf of the
                  Company prior to termination of this Agreement for any reason.
                  Expense due and payable  upon receipt with a maximum of $5,000
                  in any particular month.


         c.       Warrants:  Two  separate  Warrants to purchase  the  Company's
                  common  stock shall be sold to the  Consultant  for $600 for A
                  Warrants  and  $600  for B  Warrants.  Consultant  shall  have
                  discretion to reassign to 3rd parties all warrants.


                                       2
<PAGE>


              (i) Warrant A - 600,000 Warrants,  ("Warrants),  each such Warrant
              is  immediately  exercisable  and entitles the  consultant  or the
              holder  thereof  to  purchase  common  stock  of  the  Company  as
              described  below at an exercise  price of $2.00 per share (subject
              to adjustment as provided  herein) (the  "Exercise  Price").  Each
              Warrant may be  exercised  from the date of this  Agreement  until
              11:59  p.m.  (Denver  time) on the date that is 5 years  after the
              date of this Agreement (the "Expiration Date").

              (ii) Warrant B - 600,000 Warrants ("Warrants"),  each such Warrant
              is  immediately  exercisable  and entitles the  Consultant  or the
              holder  thereof to purchase  common  stock of Company as described
              below  at an  exercise  price  of  $3.00  per  share  (subject  to
              adjustment  as  provided  herein)  (the  "Exercise  Price").  Each
              Warrant may be  exercised  from the date of this  Agreement  until
              11:59  p.m.  (Denver  time) on the date that is 5 years  after the
              date of this Agreement (the "Expiration Date").


              (iii) Securities Subject to Warrant:  Subject to the provisions of
              this Agreement, the holder of each Warrant shall have the right to
              purchase from the Company, and the Company shall issue and sell to
              each such holder, one fully paid and nonassessable share of common
              stock of the Company's (the "Common Stock"). At present the shares
              underlying  the warrant are not free trading,  but will have piggy
              back registration rights as described below. Shares underlying the
              Warrants will be free trading and will be registered.

              (iv)  Piggyback  Registration  Rights:  If the Company at any time
              after the date of this  Agreement  proposes to register any of its
              securities  under  the Act,  it will  give  written  notice to all
              holders of  outstanding  warrants of its  intention to do so. Upon
              the  written  request of a receipt of any such  notice the Company
              will use its best efforts to cause all such shares of Common Stock
              to be registered under the Act.


5.  ADJUSTMENTS  TO WARRANTS  The  Exercise  Price of each Warrant is subject to
adjustment from time to time as follows:

         (a) If the Company is a party to a consolidation, merger or transfer of
         assets which  reclassifies or changes its outstanding Common Stock, the
         successor   corporation  (or  corporation   controlling  the  successor
         corporation  or the Company,  as the case may be) shall by operation of
         law assume the Client's obligations under this Agreement.

         (b)      Upon  consummation  of such  transaction  the  Warrants  shall
                  automatically  become  exercisable  for the kind and amount of
                  securities, case or other assets which the holder of a Warrant
                  would have owned immediately after the  consolidation,  merger
                  or   transfer  if  the  holder  had   exercised   the  Warrant
                  immediately before the effective date of such transaction.


6.  CONVERSION.  In lieu of exercising  the Warrant on a cash basis,  Holder may
from time to time convert this  Warrant,  in whole or in part,  into a number of
shares determined by dividing (a) the aggregate Fair Market Value (determined on
the date of exercise) of the shares of the Company's  Common Stock issuable upon
exercise of this Warrant minus the aggregate Warrant Price of such shares by (b)
the Fair Market Value (determined on the date of the exercise) of one share. For
purposes  of this  Section  6, "Fair  Market  Value  (determined  on the date of
exercise) of one share.  For  purposes of this  Section 6, "Fair  Market  Value"
shall be the value determined in accordance with the following provisions:

         (a) If the  Common  Stock  is not at the time  listed  or  admitted  to
         trading  on any stock  exchange  but is traded on the  Nasdaq  National
         Market System, the Fair Market Value shall be the closing selling price
         per share of Common  Stock on the date in  question,  as such  price is
         reported by the National  Association of Securities Dealers through the
         Nasdaq National Market System or any successor  system.  If there is no
         closing  selling  price for the Common  Stock on the date in  question,
         then the Fair Market  Value shall be the closing  selling  price on the
         last preceding date for which such quotation exists.


         (b) If the Common Stock is at the time listed or admitted to trading on
         any stock exchange,  the Fair Market Value shall be the closing selling
         price per share of Common  Stock on the date in  question  on the stock
         exchange  determined by the Board of Directors of the Company to be the
         primary market for the Common Stock, as such price is officially quoted
         in the composite tape of transactions on such exchange.  If there is no
         closing  selling  price for the Common  Stock on the date in  question,
         then the Fair Market  Value shall be the closing  selling  price on the
         last preceding date for which such quotation exists.

         (c) If the Common stock is at the time  neither  listed nor admitted to
         trading on any stock exchange nor traded on the Nasdaq  National Market
         System, then such Fair Market Value shall be determined by the Board of
         Directors of the Company  after taking into account such factors as the
         Board of Directors of the Company shall deem appropriate.

7. CLIENT INFORMATION. Since Consultant must at all times rely upon the accuracy
and  completeness  of  information  supplied  to it  by  the  Company  officers,
directors,  agents,  and  employees,  the  Company  agrees  to  indemnify,  hold
harmless,  and defend,  Consultant,  its officers,  agents, and employees at the
Company's  expense,  in any proceeding or suit which may arise out of and/or due
to any inaccuracy or  incompleteness of such material supplied by the Company to
Consultant.

8.  DISCLOSURE  AND  CONFIDENTIALITY.  The Company  shall make  available to the
Consultant data and other information  reasonably necessary to enable Consultant
to perform its duties under the Agreement.  The Consultant  will not disclose to
any  other  person,  nor use for its own  benefit,  any trade  secrets  or other
information  designated as  confidential by the Company which is acquired by the
Consultant in the course of  performing  services  hereunder.  A trade secret is
information not generally known to the trade that gives the Company an advantage
over its  competitors.  Trade secrets can include,  by way of example,  products
under  development,   production  methods  and  processes,  sources  of  supply,
marketing  plans and  information  concerning  the filing or  pendency of patent
applications.

                                       4
<PAGE>


9.  DISCLAIMER OF  RESPONSIBILITY  FOR ACTS OF COMPANY.  The  obligations of the
Consultant  described in this  Agreement  consist  solely of the  furnishing  of
consulting  services to the Company as an  independent  contractor.  In no event
shall the  Consultant  be required by this  Agreement to act as the agent of the
Company or its  affiliates,  whether or not made  pursuant  to or in reliance on
information or advice furnished by the Consultant  hereunder,  shall be those of
the Company or such affiliates and the Consultant  shall under no  circumstances
be  liable  for any  expense  incurred  or loss  suffered  by the  Company  as a
consequence of such decisions.

10.  INDEMNITY.  The Company  agrees to indemnify and hold the  Consultant,  its
affiliates, officers, employees and agents harmless from and against all losses,
claims,  damages,   liabilities,   costs  or  expenses,   (including  reasonable
attorneys'  fees and the cost of any of Consultant's  personnel  involved in any
such matter) arising out of the  Consultant's  entering into or performing under
this  Agreement,  including  costs  arising  out  of  any  dispute  whether  the
Consultant is a party to such dispute.  This indemnity shall not apply, however,
where a court of competent  jurisdiction has made a final determination that the
Consultant  engaged  in gross  recklessness  and/or  willful  misconduct  in the
performance  of  consulting  services  hereunder  which  gave  rise  to  loss or
liability  sought  to  be  recovered  hereunder  (but  pending  any  such  final
determination,   the  indemnification  and  reimbursement   provisions  of  this
Agreement shall apply and the Company shall perform its obligations hereunder to
reimburse Consultant for its expenses).

         The  Consultant   agrees  to  indemnify  and  hold  the  Company,   its
affiliates, officers, employees and agents harmless from and against all losses,
claims, damages, liabilities, costs or expenses (including reasonable attorneys'
fees and the cost of any of the  Company's  personnel  involved in such  matter)
arising out of the Company's  entering into or performing  under this Agreement,
including  costs  arising out of any  dispute  whether the Company is a party to
such  dispute.  This  indemnity  shall  not  apply,  however,  where a court  of
competent  jurisdiction has made a final  determination that the Company engaged
in gross  recklessness  and/or  willful  misconduct  in the  performance  of its
obligations  hereunder which any such final  determination,  the indemnification
reimbursement  provisions of this Agreement shall apply and the consultant shall
perform its obligations hereunder to reimburse Company for its expenses).

11. ASSIGNABILITY.  The Consultant understands that the Company has entered into
this Agreement based upon an expectation of the personal  services of Jeff Ploen
and his  assignees and agrees that Mr. Ploen may assign his Warrants in whole or
in part to others.

12.  MODIFICATION.  Any modification of this Agreement or additional  obligation
assumed by any party in connection  with this Agreement shall be binding only if
signed by the party (or an authorized  representative of the party) sought to be
bound by such Agreement.

13. WAIVER.  No waiver of any provision of this Agreement  shall be valid unless
such  waiver is in  writing  and  signed by the  person  or party  against  whom
charged.



14. ENFORCEMENT.  This Agreement shall be subject to and governed by the laws of
the  State of  Colorado  and any  disputes  regarding  this  Agreement  shall be
resolved in the courts located in the State of Colorado.



                                       5
<PAGE>

15.  SEVERABILITY.  The invalidity or  unenforceability of any provision of this
Agreement shall not affect the other provision hereof,  and this Agreement shall
be construed as if such invalid or unenforceable provision were omitted.

16. ENTIRE  AGREEMENT.  This Agreement  shall  constitute  the entire  Agreement
between the parties and any prior  understanding or  representation  of any kind
preceding  the date of this  Agreement  shall not be binding  upon either  party
except to the extent it is  incorporated  in this  Agreement  by mutual  written
consent of the parties.

         IN WITNESS  WHEREOF,  each party to the  Agreement  has caused it to be
executed in Denver, Colorado on the date(s) indicated below.

PROform golf, inc.                      J PAUL CONSULTING CORP.

WILLIAM D. LEARY                        JEFF T. HOEN
---------------------------------       ----------------------------------------
Name                                    Name

PRESIDENT                               PRESIDENT
---------------------------------       ----------------------------------------
Title                                   Title

/S/ WILLIAM D. LEARY                    /S/ JEFF T. HOEN
---------------------------------       ----------------------------------------
Signature                               Signature

3/1/00                                  3/1/00
---------------------------------       ----------------------------------------
Date                                    Date

/S/ PATRICIA WEST WILLOX                /S/ PATRICIA WEST WILLOX
---------------------------------       ----------------------------------------
Witness                                 Witness