DISTRIBUTOR AGREEMENT


         THIS  AGREEMENT is made and entered into this _____ day of  __________,
2000, by and between PROFORMANCE RESEARCH ORGANIZATION,  INC., doing business as
P.R.O.  GOLF SCHOOLS,  a Delaware  corporation  ("P.R.O.")  and the  undersigned
purchaser,   ___________________   ("Distributor").   This  Agreement  does  not
establish a franchise,  sub franchise,  agency or any relationship  other than a
purchaser-seller/broker  relationship defined herein as the "DISTRIBUTOR-P.R.O."
relationship.   Neither  P.R.O.  nor  Distributor  has  any  authority  to  make
representations, warranties or agreements for or on behalf of the other party.

         1. SCOPE OF AGREEMENT.   P.R.O. is currently engaged in the business of
marketing golf products and services ("GOLF-RELATED MATERIALS").  Distributor is
desirous of participating in the furtherance of P.R.O.'S business objectives, in
a relationship more specifically defined herein.  Distributor has the right, but
not the obligation to buy for resale P.R.O.  "GOLF RELATED MATERIALS" as offered
generally to other distributors of P.R.O.

             "GOLF RELATED MATERIALS" are products produced by P.R.O. including
             but not limited to, Premium Links(TM) and any futurE P.R.O.
             products which are produced or represented BY P.R.O. and may be
             purchased for resale or brokered by Distributor. The Distributor
             also has the right, but not obligation, to purchase P.R.O. sales
             aids and promotional materials for the purpose of promoting
             P.R.O.'s business. As an initial purchase, Distributor agrees to
             purchase for $35,000 from P.R.O. the following:

                 a.       $20,000   First year license fee for the rights
                                    defined herein, including training;
                 b.       $10,000   Premium Links(TM) Package; and
                 c.       $ 5,000   2,000 shares of Performance Research, Inc.
                                    restricted Common Stock, subject to SEC Rule
                                    144

         2. PAYMENT AND  SHIPPING.  Payment will be made by  Distributor  at the
time of purchase by check,  money  order,  wire  transfer,  certified or cashier
check.  P.R.O.  will use its best efforts to ship all orders within 15 days from
the date of receipt of payment. Reasonable shipping and handling charges will be
charged by P.R.O.  All reorders and stocking  orders will be treated in the same
manner.

         3.  NATURE  OF  THE  RELATIONSHIP.   The  success  or  failure  of  the
Distributor's  business is the responsibility of the Distributor and P.R.O. does
not make any  projection  or  guarantee  as to the success of the  Distributor's
business.  P.R.O. does not exercise control over Distributor's  business methods
or offer advice on how to run Distributor's business.

         P.R.O.  does require that  Distributor  not affect  P.R.O.'s  goodwill,
copyrights,   trademarks  and  valuable  business  reputation  by  acting  in  a
disreputable, illegal, immoral or unprofessional manner; and, Distributor hereby
agrees not to act in such a manner or make  representations  that are not within
the bounds provided by P.R.O. in any manner.

         P.R.O.  reserves  exclusive  rights to  packaging,  graphics,  content,
materials and promotional materials,  and all other design criteria,  etc., used
to produce P.R.O.  products.  Prior written authorization for use of logos, etc.
is required.

              Distributor is not granted an exclusive market.  However,  as long
as the  Distributor is in compliance  with the terms of this  Agreement,  P.R.O.
shall not appoint additional authorized "distributors" of Golf Related Materials
in the areas  indicated in Addendum A attached  hereto.  This provision does not
exclude the  Distributor  from selling in other  locations


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and does not prohibit other  authorized  "distributors"  from selling within the
aforementioned  areas.  P.R.O.  may directly or  indirectly  (including  through
distributors,  wholesalers,  agents and persons similar to Distributor) sell any
products or services to any person  (provision 6b to apply to Premium  Links(TM)
sales   only).   Distributor   is  not   authorized   to  make  any   additional
representations  or  warranties  in  connection  with  the  sale  or  use of the
materials.  If Distributor  sells to other persons for resale,  or otherwise has
other persons sell products provided by P.R.O. to Distributor,  Distributor will
assure that such persons do not violate this  Agreement  and  Distributor  shall
consider a violation by such persons a violation.

         4. CERTIFIED MEMBER  INSTRUCTOR.  The Distributor may secure a teaching
professional  to  instruct  within  the  Territory.  This  instructor  must have
attended  and passed the P.R.O.  Certification  Process  and,  at the  Company's
discretion,  be  appointed  to the  Distributor's  Territory.  The Company  will
provide  this  Certification  Training for two  instructors  at no charge to the
Distributor or to the Certified Instructor,  however, the Distributor must cover
all travel and lodging.

         5. FUTURE PRICES OF MATERIALS;  ORDERS.  P.R.O. will establish standard
list prices and sale conditions to persons similar to Distributor, which will be
published from time to time in P.R.O.'s  price list, and in P.R.O.'s  invoice or
purchase  order form.  P.R.O.  will provide  ninety (90) days written  notice of
changes in the price list.

         6.       TERMS OF PAYMENT.

                  A.  PAYMENT  OF  CONSIDERATION   TO  P.R.O.   Distributor  has
furnished  a payment in the amount of $15,000 to secure the  territory  and this
payment will be applied to the purchase of the  Distributorship  defined herein.
An additional  deposit of $20,000.00  will be paid to P.R.O.  prior to attending
training.  Upon  execution of this  contract,  all deposits  will convert to the
agreed upon  consideration  and the Distributor  will have all rights as defined
herein.  Nonpayment  or default of any amounts due herein  shall be construed as
Distributor  forfeiting  the within named  territory and rescission of all terms
and  conditions  hereunder.  The sixty-day  (60) cure provision in Section 11(a)
does not apply to the payment schedule outlined in this section.

                  B.  PAYMENT OF CONSIDERATION TO THE  DISTRIBUTOR.  The Company
will remit  consideration  to Distributor  based on a twenty-five  (25%) percent
override for sales of Premium Links(TM)  [Premium  Links(TM) defined herein as a
single  sale,  in an amount  not less than  $2,500.00,  or  one-half  (1/2) of a
package]  conducted by the  Distributor on all cleared  funds.  The Company will
remit a ten (10%) percent override to the Distributor for retail sales accounted
for by the Distributor to individuals  both within and outside of their assigned
territory.  Such payments shall be calculated from the previous  calendar months
sales volume, and shall be due on or before the 15th of each ensuing month.

                      (i) It is  expressly  agreed  and  understood  that in the
event a Distributor conducts sales (knowingly or unknowingly) within the defined
boundary of another  Distributor twenty (20%) percent of the total consideration
due to the Distributor  shall be remitted  directly by P.R.O. to the Distributor
appointed in the defined boundary.

                      (ii)  It is  further  agreed  and  understood  that if the
Company conducts sales (knowingly or unknowingly) within the defined boundary of
a  Distributor,  the  Company  shall pay to the said  Distributor  consideration
determined as follows:

              o   If the total annual sales for the Distributor in that year are
                  less than $200,000, then the consideration due Distributor for
                  the Company sale shall be twenty  (20%)  percent of the amount
                  of the  consideration  determined  by the operation of Section
                  6(b) above;

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<PAGE>


              o   If the total annual sales of the  Distributor in that year are
                  equal to, or greater than  $200,000,  but less than  $300,000,
                  then the  consideration  for that sale  shall be thirty  (30%)
                  percent of the amount of the  consideration  determined by the
                  operation of Section 6(b) above;

              o   If the total annual sales for the Distributor in that year are
                  equal to, or greater than  $300,000,  but less than  $500,000,
                  then the  consideration  for that  sale  shall be forty  (40%)
                  percent of the amount of the  consideration  determined by the
                  operation of Section 6(b); and

              o   If the total annual sales for the Distributor in that year are
                  equal to, or greater than $500,000 then the  consideration for
                  that sale  shall be fifty  (50%)  percent of the amount of the
                  consideration determined by the operation of Section 6(b).

                      (iii) During the first three (3) years of this Distributor
Agreement,  the  Distributor is eligible to participate in P.R.O.'s stock option
plan for any year in which the annual  gross sales of the  Distributor  is equal
to,  or  greater  than,  $500,000.  For any year in  which  the  Distributor  is
eligible,  the plan  provides  that the  Distributor  will  receive  options  to
purchase  a number  of  shares  of common  stock of the  Company  determined  by
multiplying  the annual gross sales of the  Distributor by five (5%) percent and
then  dividing  that result by eighty (80%)  percent of the then market price of
the common stock.  The exercise  price for the options shall be the market price
on the date of the grant of the options.  Each option shall have a five (5) year
term.  For years after the first three (3) years of the  Distributor  Agreement,
the provisions of the options to be granted to  Distributor  shall be reasonably
determined by the Company.

                      (iv)  One  (1%)  percent  of  Gross  Retail  Sales  in the
Distributor's  territory for every $100,000  Corporate  Sales  generated in a 12
month  period,  never to exceed five (5%).  The first year  commission  would be
calculated   upon  the   completion   anniversary   date  of  the   Distributor.
Subsequently,  commission  on Retail  Sales  would be  determined  on a rolling,
12-month basis according to the same formula.

                      (v)  Compensation   terms  and  structure  for  additional
products  and  services to those  defined  herein shall be addressed in separate
addendum form from time to time.

         7. RIGHT TO BUY BACK MATERIALS. If this Agreement is terminated, P.R.O.
has the option to buy back all unsold materials sold by it to Distributor at the
same price paid by Distributor  (excluding tax,  shipping and handling) less the
amount of any claims by P.R.O. against Distributor and damage to returned goods.
Distributor  will ship the  materials  back to P.R.O.  (shipping  expense  to be
determined) and P.R.O.  will pay for such materials  after prompt  inspection by
P.R.O. A fifteen (15%) percent restocking fee will be deducted.

         8.   CONFIDENTIALITY.   If   Distributor   receives  any   confidential
information  from P.R.O.,  Distributor  will not disclose the information to any
third party,  and will use that  information  only in furtherance of the sale of
P.R.O.  products,  and will  return  the  information  upon  request  to  P.R.O.
Distributor  understands that P.R.O.  has spent  considerable  time,  effort and
money in  developing  the materials and  Distributor  will not copy,  reproduce,
imitate or make or have made for them any similar  materials.  The materials are
copyrighted by P.R.O. A court of law shall enforce this provision to the maximum
extent and duration  permitted  under  applicable  law, and the court may modify
this provision to accomplish its intended  purpose to the maximum  extent.  Upon
special  request and prior written  agreement  with P.R.O.,  Distributor  may be
permitted  to  use  certain  confidential   materials.   The  authority  to  use
confidential  materials shall remain the sole and absolute  discretion of P.R.O.
Furthermore,  it is expressly  understood  that the terms and conditions of this
Agreement shall remain  confidential  between P.R.O.  and the Distributor  named
herein.

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<PAGE>


         9. NO  COMPETE.  During  the term of this  Agreement,  the  Distributor
and/or his Certified Instructor may provide the following golf instruction:

              a.      Golf  instruction  not to  exceed  one-half  (1/2)  day as
                      described in the Certified Trainers Agreement; and

              b.      Promotional  golf  instruction at a Short School  location
                      for  the  purposes  of  marketing  the  Premium  Links(TM)
                      program to corporations.

         In no case may the Distributor and/or the Certified  Instructor provide
         golf  instruction  to  individuals  or  corporations  that  in any  way
         competes with the Company's Destination Golf Schools.

         Any  deviation  from this No  Compete  clause,  without  prior  written
         authorization from the Company, is grounds for immediate termination of
         this Agreement,  with all subsequent  damages and legal fees being paid
         by the Distributor.

         It is expressly  understood that all expenses including but not limited
         to administrative  costs,  instructor  salaries,  golf fees and/or site
         fees, etc., for short schools only, will be the sole  responsibility of
         the Distributor unless otherwise stipulated in writing.

         10.  TRANSFERABILITY.  Any  Distributor in good standing  maintains the
option to transfer  rights of the Area to  individuals or companies who meet the
qualifications  and standards  established by the terms of this Agreement.  Such
transfers must be made in writing to P.R.O.  and P.R.O.  reserves first right of
refusal  to match  the  transfer  fees and  arrangements.  P.R.O.  will  have 15
business days to respond and will not unreasonably withhold the transfer. P.R.O.
may change a fee to evaluate any proposed  assignee and prepare legal documents,
such fee not to  exceed  $250.00.  Any and all fees paid to  Distributor  by any
third party for such transfer shall be the property of the Distributor.

         11. TERMINATION. The non-defaulting party may terminate this Agreement:
(1) upon a breach  hereof by the  other  party;  and (2) if the  other  party is
generally  not  paying  its  debts as they  become  due,  or has a  petition  in
bankruptcy  filed by or against  it. In  addition,  P.R.O.  may  terminate  this
Agreement if Distributor does not provide to the Company,  an annual License Fee
of  $10,000.00  to  be  pro-rated,   ($1,000  per  $10,000   revenue).   If  the
Distributor's  performance  generates in excess of $100,000 in the previous year
in revenue,  the License Fee is accounted for the  forthcoming  year.  (however,
Distributor has no minimum performance  obligation under this Agreement and this
is not a forecast of  Distributor's  actual sales as the  individual  efforts of
Distributor  will  determine the sales level).  Distributor  may terminate  this
Agreement  at any time by  providing  written  notice to P.R.O.  Termination  by
either  party  of  this  Agreement  shall  not  affect  compensation  due to the
Distributor.

              A.      CURE  PROVISION.  In the event P.R.O.  shall have cause to
                      believe  Distributor  has  violated a term or condition of
                      this   Agreement,   P.R.O.   will  submit  in  writing  to
                      Distributor  notification  that Distributor is not in good
                      standing. Distributor will have sixty (60) days to respond
                      and   cure   any   problems,    issues,    grievances   or
                      non-compliance stated by P.R.O.

         12. SALE OF P.R.O. If a majority interest in the company is sold during
the term of this Agreement, the company will provide for the continuation of all
rights granted herein to the Distributor.


                                       4
<PAGE>

         13. CHOICE OF LAW AND VENUE.  This Agreement is governed by the laws of
the State of Colorado (including laws on the amount and type of damages that may
be  awarded),  excluding  laws on choice of law.  The federal  and state  courts
located in the City and County of Denver  shall be the  exclusive  forum for any
suit  or  legal  proceeding,  and  each  party  hereto  hereby  consents  to the
jurisdiction of such courts; provided, however, that P.R.O. may elect to bring a
suit or proceeding against Distributor in another appropriate jurisdiction.

         14.      MISCELLANEOUS.

                  a.  Distributor has all rescission rights, if any, provided by
                      state or federal law;

                  b.  Notices hereunder will be given by first class mail to the
                      recipient's last known address;

                  c.  Provisions,   which  by   their   sense   should   survive
                      termination    of   this    Agreement,    including    the
                      confidentiality    provisions    and    prohibitions    on
                      reproduction   of  materials  or   production  of  similar
                      materials, shall survive termination;

                  d.  A party shall not be liable for any delay or  inability to
                      perform which is outside its reasonable control;

                  e.  Distributor  is  responsible  for collecting and remitting
                      all sales,  use and other  taxes on sales by  Distributor;
                      and

                  f.  This  is  an   integrated   Agreement.   No   promises  or
                      representations  have  been made by one party to the other
                      that are not set forth in this Agreement.

         15.      CONTRACT TERMS AND DEFINITIONS:

                  a.  I.G.O.            (Introductory Golf Outing) A short Golf
                                        School providing 1/2 day, (up to 2.5
                                        hours of instruction).

                  b.  Retail Sales      The individual sale of school with
                                        attendance by the individual for
                                        individual days.

                  c.  Premium Links     The sale of golf school's to
                                        corporations or individuals in bulk
                                        number of school days in the
                                        predetermined amounts as follows:

                                        $2,500   1/2 package - 10 Days Included
                                        $5,000   (22 Days Included)
                                        $10,000  (46 Days Included)
                                        $25,000  (123 Days Included)

                                       5

<PAGE>


         IN WITNESS WHEREOF,  P.R.O. and Distributor hereby place their official
hands and  seals on this  Agreement  effective  the day and year  first  written
above.

DISTRIBUTOR:



------------------------------------                  --------------------------
Name:                                                 Date
Title:
Company:
Address:




Telephone:        _______________________

Social Security No.:  ___________________



PROFORM GOLF, INC.



By:      __________________________________          _________________________
         Name:             Douglas Weiner            Date
         Title:            Vice President
         Address:          5335 W. 48th Avenue, Suite 200
                           Denver, CO 80212
                           Telephone: (303) 458-1000


                                       6
<PAGE>

                                   ADDENDUM A

AGREED UPON MARKETING AREA:

         So long as the  Distributor  is in  compliance  with the  terms of this
Agreement,  the Company shall not appoint additional authorized  distributors in
the area indicated as follows:

TERRITORY DEFINED AS FOLLOWS:

         Please refer to attached map.


REMINDER:  This provision does not exclude the Distributor from selling in other
locations  and does not  prohibit  other  authorized  distributors  from selling
within the aforementioned territory.


                                   ADDENDUM B

PRO PROVIDES FOR:

         A.  A Destination Site within two (2) hours travel time to the
             Distributor;

         B.  Regional and National advertising/promotional campaign;

         C.  Training Seminar at a location designated by P.R.O. at
             Distributor's expense, except as provided for herein;

         D.  Providing Trade Show kits with reasonable notice;

         E.  All administrative operations and functions for the Destination
             schools utilizing P.R.O.'S computerized reservation system;

         F.  Monthly account reports;

         G.  Toll Free Support and Order Line;

         H.  Customer Service for both Distributor and Distributor's customers,
             etc.;

         I.  A Distributor Advisory Board consisting of one regional delegate to
             provide P.R.O.'s executive committee with information to facilitate
             Distributor's business. All final decisions to be made by P.R.O.
             executive committee;

         J.  P.R.O. will disseminate all sales leads generated by P.R.O. to the
             Distributor in accordance with territorial boundary; and

         K.  Camera-ready artwork and sales aids at cost plus ten (10%) in
             accordance with P.R.O.'s standard collateral materials.


                                   ADDENDUM C

THE DISTRIBUTOR PROVIDES FOR:

         A.  Best efforts to conduct local marketing and promotion of P.R.O.'s
             golf related materials.

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