EXHIBIT 10.1

                           ESCROW AND REMEDY AGREEMENT

     ESCROW AND  REMEDY  AGREEMENT,  dated  ________,  200___,  by and among the
TARGET  SHAREHOLDERS  (as  defined  below),   GOLFROUNDS.COM  INC.,  a  Delaware
corporation   ("Parent"),   ___________,   the  Parent's  Rights  Monitor,   and
_________________,  as escrow agent (the "Escrow Agent"). Capitalized terms used
herein, which are not otherwise defined herein, shall have the meanings ascribed
to them in the Merger Agreement (as defined below).

     WHEREAS,  Direct  Petroleum  Exploration,   Inc.,  a  Colorado  corporation
("Target"),  Parent and DPE Acquisition Corp., a Colorado corporation and wholly
owned subsidiary of Parent ("Merger Sub"), are  consummating,  concurrently with
the execution of this Agreement,  the merger of Merger Sub with and into Target,
with  Target  surviving  the  Merger as a wholly  owned  subsidiary  of  Parent,
pursuant  to the terms of an  Agreement  and Plan of Merger and  Reorganization,
dated as of September _____,  2003 (the "Merger  Agreement"),  by and among such
parties.

     WHEREAS,  under  the terms of the  Merger  Agreement,  Parent  is  issuing,
subject to adjustment after the date hereof,  an aggregate of __________  shares
of its  common  stock  ("Transaction  Shares")  to the  shareholders  of  Target
("Target  Shareholders"),  as a group,  in exchange  for all of the  outstanding
capital stock of Target.

     WHEREAS,  under the terms of the Merger  Agreement,  10% of the Transaction
Shares otherwise issuable to the Target  Shareholders as of the date hereof (and
10% of any additional shares of Parent Stock  ("Adjustment  Shares") issuable to
the Target  Shareholders after the date hereof pursuant to Section 1.7(b) of the
Merger Agreement) are to be placed in an escrow fund ("Escrow Fund") in order to
be available  for either (i) recapture by Parent as its sole remedy in the event
of a claim for relief for Damages under Section 10.1(a) of the Merger  Agreement
or (ii) release to the Target  Shareholders  if remedy has not been sought under
Section  10.1(a) of the Merger  Agreement  within the  prescribed  periods under
Section 10.1(a).

     WHEREAS,  under the terms of the Merger Agreement,  Parent may be obligated
to issue to the Target  Shareholders,  as a group,  certain additional shares of
Parent's  common stock  ("Remedy  Shares") as the sole remedy on their behalf in
the event of a claim for relief for Damages under Section  10.1(b) of the Merger
Agreement.

     NOW THEREFORE, the parties agree as follows:

     1.   Creation of Escrow Fund.

          (a) Concurrently  with the execution  hereof,  Parent has caused to be
     issued an aggregate of ___________  Transaction  Shares.  _________ of such
<PAGE>

     Transaction Shares, representing 10% of the total Transaction Shares issued
     on the date hereof,  have been issued in the name of the persons and in the
     quantities set forth on Schedule 1(a) hereto and delivered  directly to the
     Escrow  Agent.  10% of any  Adjustment  Shares issued after the date hereof
     under  Section  1.7(b) of the Merger  Agreement  also shall be placed  into
     escrow  under the terms of this  Agreement  and  shall  become  part of the
     Escrow Fund.  Any  Transaction  Shares and  Adjustment  Shares  placed into
     escrow under the terms of this Agreement  shall be referred to collectively
     herein as the "Escrow Shares." Any stock dividends and  distributions  made
     by  Parent on or with  respect  to the  Escrow  Shares on or after the date
     hereof while any Escrow Shares remain in the Escrow Fund shall be deposited
     into the Escrow Fund and shall  attach to the specific  Escrow  Shares with
     respect  to which  such  dividend  or  distribution  was made and  shall be
     distributed  from the escrow  together  with such  Escrow  Shares.

          (b) The Escrow Agent  hereby  agrees to act as the escrow agent and to
     hold,  safeguard  and  disburse  the Escrow Fund  pursuant to the terms and
     conditions hereof. Its duties hereunder shall cease upon the earlier of (i)
     its  distribution  of the  entire  Escrow  Fund  in  accordance  with  this
     Agreement, or (ii) its resignation pursuant to Section 4(f) below.

2.   Procedure for Parent Relief under Section 10.1(a) of the Merger Agreement.

     (a) Generally.  The Parent's Rights Monitor shall determine  whether Parent
shall seek relief for Damages under Section 10.1(a) of the Merger Agreement.  If
the Parent  Rights  Monitor  determines,  in his good faith  opinion,  that such
relief is warranted,  he will give written notice  ("Parent  Relief  Instruction
Notice") to the board of directors of Parent ("Parent  Board") and to the Escrow
Agent requesting that the Parent Board authorize relief under Section 10.1(a) of
the Merger  Agreement.  The Parent  Relief  Instruction  Notice  shall set forth
whether  relief is sought as a result of a direct  claim  ("Direct  Claim") or a
claim by a third party ("Third  Party  Claim") for Damages  arising from (a) the
operations  of Target on or prior to the Closing  Date or (b) breaches of any of
Target's  covenants,  representations,  warranties,  agreements,  obligations or
undertakings contained in the Merger Agreement.

     (b) Relief for Direct Claim.

          (i) If relief is sought under Section  10.1(a) as a result of a Direct
     Claim, the Parent Relief  Instruction  Notice shall set forth the amount of
     the  Damages  and the number of Escrow  Shares to be  released to Parent in
     accordance  with Section  10.2(d) of the Merger  Agreement  ("Escrow  Share
     Release Demand").


          (ii) Within  fifteen  business days after  receiving the Parent Relief
     Instruction  Notice, the Parent Board shall deliver written notice,  signed
     by the  Chairman of the Board,  to the Parent's  Rights  Monitor and to the
     Escrow Agent setting forth one of the following ("Parent Board Response"):

                                       2
<PAGE>


               (1) that the Parent has  assented  to the  Escrow  Share  Release
          Demand ("Authorized Direct Claim Release"); or

               (2)  that the  Parent  Board  disagrees  in good  faith  with the
          substance  set  forth in the  Parent  Relief  Instruction  Notice  and
          refuses  to honor the  Escrow  Share  Release  Demand  ("Direct  Claim
          Refusal").


          (iii) In the event of a Direct Claim Refusal, within ten business days
     of the Parent Board Response  setting forth such Direct Claim Refusal,  the
     Parent's  Rights  Monitor  shall meet with the Parent Board at a meeting at
     which minutes are taken and the Parent's Rights  Monitor,  on the one hand,
     and the Parent  Board,  on the other  hand,  shall  attempt to resolve  the
     disagreement  by  voluntary  settlement.  If a  settlement  is reached with
     respect to any such dispute,  the Parent Board shall adopt in its minutes a
     written  resolution of settlement  specifying the terms thereof,  including
     the  number  of  Escrow  Shares,   if  any,  to  be  released  from  escrow
     ("Settlement  Release")  and shall  notify the  Escrow  Agent in writing of
     same. If no such  settlement is reached,  such dispute shall be resolved in
     accordance with paragraph (iv) immediately below.

          (iv)  Any  claim  for  relief  under  Section  10.1(a)  of the  Merger
     Agreement  that is a Direct  Claim  and not  resolved  in  accordance  with
     paragraphs  (b)(ii) or (b)(iii)  above shall be  submitted  by the Parent's
     Rights  Monitor to  JAMS/ENDISPUTE,  or its successor,  for mediation.  Any
     resolution  resulting therefrom which involves the release of Escrow Shares
     to Parent  shall be referred to herein as the  "Mediation  Release." If the
     matter is not resolved in mediation  after two sessions  which must be held
     within 60 days of the  request  for  mediation,  then the  Parent's  Rights
     Monitor may order,  by written  notice to the Parent Board,  that the claim
     for relief under Section  10.1(a) of the Merger  Agreement be submitted for
     final and binding  arbitration  as provided in  paragraph  (v)  immediately
     below. The Parent's Rights Monitor,  on the one hand, and the Parent Board,
     on the other hand, shall cooperate with JAMS/ENDISPUTE and with one another
     in selecting a mediator from  JAMS/ENDISPUTE's  panel of neutral mediators,
     and in scheduling the mediation proceedings. Parent shall bear all costs of
     this process, including the reasonable cost of one counsel for the Parent's
     Rights Monitor, which counsel shall be reasonably acceptable to Parent.

          (v) For Direct  Claims  that cannot be  resolved  in  accordance  with
     paragraph  (b)(iv) above,  the resolution  thereof shall be by accomplished
     through final and binding arbitration before a single arbitrator in Chicago
     (or any other city  agreed  upon by the  parties)  in  accordance  with the
     commercial  arbitration rules of the American Arbitration  Association then
     in effect  ("Binding  Arbitration  Release").  The parties shall attempt to
     agree  upon an  arbitrator;  if the  parties  are  unable to agree  upon an
     arbitrator  within 10 business days after the proposed list of  arbitrators
     is submitted to the parties, then any of the parties to the arbitration may
     apply  for  appointment  of  an  arbitrator  by  the  American  Arbitration
     Association  (or any successor  thereto).  Parent shall bear the reasonable
     fees and expenses of counsel used by it and the Parent's Rights Monitor and
     the fees and  expenses  of the  arbitrator  and of  other  expenses  of the
     arbitration. Such decision and award shall be in writing and shall be final
     and  conclusive on the parties,  and  counterpart  copies  thereof shall be
     delivered to each of the parties.  Judgment may be obtained on the decision
     of the arbitrator so rendered in any court having jurisdiction.

                                       3
<PAGE>

     (c) Relief for Third Party Claim. If relief is sought under Section 10.1(a)
of the Merger  Agreement  as a result of a Third Party  Claim,  the Escrow Agent
shall not release any  portion of the Escrow  Fund until it has  received  joint
written notice from Parent and the Parent's  Rights Monitor  advising the Escrow
Agent that such Third Party Claim has been settled or adjudicated  ("Third Party
Claim  Resolution").  No  settlement  of any Third  Party Claim shall be made by
Parent without the prior written  consent of the Parent's  Rights Monitor (which
shall not be unreasonably withheld).

     (d) Established Claim for Release.  As used in this Section 2, "Established
Claim for  Release"  means any claim for  relief  under  Section  10.1(a) of the
Merger Agreement that has been validated,  ordered and/or agreed to under (i) an
Authorized Direct Claim Release,  (ii) a Settlement  Release,  (iii) a Mediation
Release,(iv)  a  Binding   Arbitration  Release  or  (v)  a  Third  Party  Claim
Resolution, in each case as described in this Section 2.

     (e)  Distribution to Parent.  Promptly after a claim becomes an Established
Claim for  Release,  the  Parent  shall  deliver a notice  to the  Escrow  Agent
directing the Escrow Agent to deliver to the Parent the  appropriate  portion of
the Escrow Fund,  if any. The number of Escrow  Shares so  distributed  shall be
determined in accordance  with Section  10.2(d) of the Merger  Agreement.  If an
Established  Claim for Release  results in all Escrow  Shares being  released to
Parent,  then all such  shares  shall be  immediately  canceled  by Parent  upon
receipt and no longer deemed  outstanding.  If an Established  Claim for Release
results in less than all of the Escrow Shares being released to Parent, then the
shares to be so released shall be taken pro rata from each Target  Shareholder's
portion  of the  Escrow  Shares in  accordance  with each  Target  Shareholder's
respective  Sharing Ratio as set forth in the Merger  Agreement by the following
mechanism: (i) all of the Escrow Shares shall be returned to Parent and shall be
immediately  cancelled and deemed no longer  outstanding  and (ii) new shares of
Parent Stock shall be issued in the names and quantities determined by reference
to each Target Shareholder's  Sharing Ratio as set forth in the Merger Agreement
to  replace  that  portion of the Escrow  Shares  not being  returned  to Parent
("Replacement  Shares"). If no further claims exist under Section 10.1(a) of the
Merger  Agreement and the first  anniversary  of the date hereof has occurred at
the time of the issuance of the Replacement Shares, the Replacement Shares shall
be issued  directly  to the Target  Shareholders.  Otherwise,  such  Replacement
Shares  shall be issued to the Escrow  Agent to be held in the Escrow Fund under
the terms hereof.

     (f) No  Further  Obligation.  If the  amount  of an  Established  Claim for
Release (or the aggregate amount of all Established Claims for Release) requires
the return of all of the Escrow  Shares to Parent,  Parent shall have no further
claim hereunder.

                                      4

<PAGE>


     (g) Release to Target Shareholders.  As soon as practicable after the first
anniversary  hereof,  if no claim has been made by or on behalf of Parent  under
Section  10.1(a) of the Merger  Agreement,  the Escrow  Agent shall  release the
Escrow Fund to the Target  Shareholders  in accordance with their Sharing Ratios
as set forth in the Merger Agreement. In the event any claim for relief has been
made by Parent under Section 10.1(a) of the Merger  Agreement,  no Escrow Shares
shall be  released  to  Target  Shareholders  until  such  claim  has  become an
Established  Claim for  Release (at which time the Escrow  Agent shall  promptly
distribute  to  Parent  the  appropriate  portion  of the  Escrow  Fund  and any
remaining  portion of the Escrow Fund to the Target  Shareholders  in accordance
with their respective Sharing Ratios.

3.   Relief  of  Target   Shareholders  under  Section  10.1(b)  of  the  Merger
     Agreement.

     (a) Generally.  The Parent Board shall determine whether to seek relief for
Damages on behalf of the Target Shareholders under Section 10.1(b) of the Merger
Agreement. If the Parent Board determines,  in its good faith opinion, that such
relief is warranted,  they will give written notice ("Target Shareholders Relief
Instruction Notice") to the Parent's Rights Monitor requesting that the Parent's
Rights Monitor authorize relief under Section 10.1(b).  The Target  Shareholders
Relief  Instruction  Notice shall set forth whether relief is sought as a result
of a Direct Claim or Third Party Claim for Damages  arising from breaches of any
of Parent's covenants,  representations,  warranties, agreements, obligations or
undertakings contained in the Merger Agreement.

     (b) Relief for Direct Claim.

          (i) If relief is sought under Section  10.1(b) as a result of a Direct
     Claim, the Target  Shareholders  Relief  Instruction Notice shall set forth
     the amount of the Damages and the number of Additional  Shares to be issued
     by Parent in  accordance  with  Section  10.3(b)  of the  Merger  Agreement
     ("Additional Share Issuance Demand").

          (ii)  Within  fifteen   business  days  after   receiving  the  Target
     Shareholders  Relief Instruction  Notice, the Parent's Rights Monitor shall
     deliver a signed,  written  notice to the Parent Board setting forth one of
     the following ("Parent's Rights Monitor Response"):

               (1)  that  the  Parent's  Rights  Monitor  has  assented  to  the
          Additional Share Issuance Demand ("Authorized Direct Claim Issuance");
          or

               (2) that the Parent's Rights Monitor disagrees in good faith with
          the substance set forth in the Target  Shareholders Relief Instruction
          Notice  and  refuses to honor the  Additional  Share  Issuance  Demand
          ("Direct Claim Issuance Refusal").

          (iii) In the event of a Direct  Claim  Issuance  Refusal,  within  ten
     business  days of the Parent's  Rights  Monitor  setting  forth such Direct
     Claim  Issuance  Refusal,  the Parent's  Rights Monitor shall meet with the
     Parent  Board at a meeting  at which  minutes  are  taken and the  Parent's
     Rights  Monitor,  on the one hand, and the Parent Board, on the other hand,
     shall attempt to resolve the  disagreement  by voluntary  settlement.  If a
     settlement  is reached with respect to any such  dispute,  the Parent Board
     shall adopt in its minutes a written  resolution of  settlement  specifying
     the terms thereof, including the number of Additional Shares, if any, to be
     issued by Parent ("Settlement Issuance"). If no such settlement is reached,
     such  dispute  shall  be  resolved  in  accordance   with   paragraph  (iv)
     immediately below.

                                       5
<PAGE>


          (iv)  Any  claim  for  relief  under  Section  10.1(b)  of the  Merger
     Agreement  that is a Direct  Claim  and not  resolved  in  accordance  with
     paragraphs (b)(ii) or (b)(iii) above shall be submitted by the Parent Board
     to  JAMS/ENDISPUTE,   or  its  successor,  for  mediation.  Any  resolution
     resulting therefrom which involves the issuance of Additional Shares to the
     Target   Shareholders  shall  be  referred  to  herein  as  the  "Mediation
     Issuance."  If the matter is not resolved in  mediation  after two sessions
     which must be held within 60 days of the request  for  mediation,  then the
     Parent Board may order,  by written notice to the Parent's  Rights Monitor,
     that the claim for relief under Section 10.1(b) of the Merger  Agreement be
     submitted  for final and binding  arbitration  as provided in paragraph (v)
     below. The Parent's Rights Monitor,  on the one hand, and the Parent Board,
     on the other hand, shall cooperate with JAMS/ENDISPUTE and with one another
     in selecting a mediator from  JAMS/ENDISPUTE's  panel of neutral mediators,
     and in scheduling the mediation proceedings. Parent shall bear all costs of
     this process, including the reasonable cost of one counsel for the Parent's
     Rights Monitor, which counsel shall be reasonably acceptable to Parent.

          (v) For Direct  Claims  that cannot be  resolved  in  accordance  with
     paragraph  (b)(iv) above,  the resolution  thereof shall be by accomplished
     through final and binding arbitration before a single arbitrator in Chicago
     (or any other city  agreed  upon by the  parties)  in  accordance  with the
     commercial  arbitration rules of the American Arbitration  Association then
     in effect ("Binding  Arbitration  Issuance").  The parties shall attempt to
     agree  upon an  arbitrator;  if the  parties  are  unable to agree  upon an
     arbitrator  within 10 business days after the proposed list of  arbitrators
     is submitted to the parties, then any of the parties to the arbitration may
     apply  for  appointment  of  an  arbitrator  by  the  American  Arbitration
     Association  (or any successor  thereto).  Parent shall bear the reasonable
     fees and expenses of counsel used by it and the Parent's Rights Monitor and
     the fees and  expenses  of the  arbitrator  and of  other  expenses  of the
     arbitration. Such decision and award shall be in writing and shall be final
     and  conclusive on the parties,  and  counterpart  copies  thereof shall be
     delivered to each of the parties.  Judgment may be obtained on the decision
     of the arbitrator so rendered in any court having jurisdiction.

     (c) Relief for Third Party Claim. If relief is sought under Section 10.1(b)
of the  Merger  Agreement  as a result  of a Third  Party  Claim,  within  three
business days of receipt of the Target  Shareholders  Relief Instruction Notice,
Parent and the Parent's Rights Monitor shall jointly acknowledge in writing that
there is  pending  a Third  Party  Claim  that may  result  in the  issuance  of
Additional  Shares and, once such claim has been settled or adjudicated  ("Third
Party Claim Resolution"), shall authorize Parent to issue the required number of
Additional Shares (if any) promptly after the Third Party Claim  Resolution.  No
settlement  of any Third Party  Claim shall be made by Parent  without the prior
written  consent of the Parent's Rights Monitor (which shall not be unreasonably
withheld).

                                       6
<PAGE>

     (d) Established Claim for Issuance. As used in this Section 3, "Established
Claim for  Issuance"  means any claim for relief  under  Section  10.1(b) of the
Merger Agreement that has been validated,  ordered and/or agreed to under (i) an
Authorized Direct Claim Issuance, (ii) a Settlement Issuance,  (iii) a Mediation
Issuance,  (iv) a  Binding  Arbitration  Issuance  or (v) a  Third  Party  Claim
Resolution, in each case as defined in this Section 3.

     (e)  Issuance.  Promptly  after a claim  becomes an  Established  Claim for
Issuance,  the Parent Board shall cause to be issued to the Target  Shareholders
(in accordance with their  respective  Sharing Ratios as set forth in the Merger
Agreement)  that number of  Additional  Shares  determined  in  accordance  with
Section 10.3(b) of the Merger Agreement.

     (f) No  Further  Obligation.  If the  aggregate  amount of the  Established
Claims for Issuance would otherwise  require the issuance of an aggregate number
of shares of  Additional  Shares that is greater  than the  aggregate  number of
Escrow  Shares,  Parent shall not be required and shall not issue any Additional
Shares beyond an amount equal to such number of Escrow Shares.

4.   Miscellaneous.

     (a) The Escrow Agent shall  cooperate  in all respects  with the parties in
the calculation of any amounts of Escrow Shares  determined to be  distributable
in accordance with this Agreement.

     (b) The  Escrow  Agent  undertakes  to  perform  only  such  duties  as are
expressly  set forth  herein and  acknowledges  that its duties may be  altered,
amended, modified or revoked only by a writing signed by Parent and the Parent's
Rights Monitor.

     (c) The  Escrow  Agent  may  rely and  shall  be  protected  in  acting  or
refraining from acting upon any written notice, instruction or request furnished
to it  hereunder  and  believed  by it to be genuine  and to have been signed or
presented  by the  proper  party  or  parties,  including  an  award  made by an
arbitration  or a judgment  entered by a court of  competent  jurisdiction.  The
Escrow Agent may conclusively presume that the undersigned representative of any
party hereto which is a legal entity other than a natural  person has full power
and  authority  to  instruct  the Escrow  Agent on behalf of that  party  unless
written notice to the contrary is received by the Escrow Agent.

     (d) The  Escrow  Agent's  sole  responsibility  upon  receipt of any notice
requiring any delivery of Escrow Stock is to deliver to the appropriate  parties
the  number of shares of Escrow  Stock as  determined  in  accordance  with this
Agreement,  and the Escrow Agent shall have no duty to determine  the  validity,
authenticity or  enforceability  of any  specification or certification  made in
such notice.


                                       7
<PAGE>

     (e) The Escrow Agent shall not be liable for any action taken by it in good
faith  and  believed  by it to be  authorized  or  within  the  rights or powers
conferred  upon it by this  Agreement,  and may consult  with counsel of its own
choice and shall have full and complete  authorization  and  protection  for any
action taken or suffered by it hereunder  in good faith and in  accordance  with
the opinion of such counsel.

     (f) The  Escrow  Agent may  resign  and be  discharged  from its  duties or
obligations hereunder by giving notice in writing of such resignation specifying
a date upon which such  resignation  shall take  effect,  whereupon  a successor
Escrow Agent, which shall be a bank or trust company with a combined capital and
surplus of not less than $50,000,000,  shall be appointed by mutual agreement of
the Parent's Rights Monitor, on the one hand, and Parent, on the other hand.


     (g) The Target  Shareholders  have  authorized  Parent to deposit  with the
Escrow Agent any  certificates  evidencing  the Escrow  Shares to be held by the
Escrow Agent hereunder and any additions and substitutions to said Escrow Shares
provided for in this Agreement or the Merger Agreement.

     (h) Subject to the provisions of this  Agreement,  the Target  Shareholders
shall exercise all rights and privileges  (including,  without  limitation,  all
voting  rights) of a shareholder of Parent with respect to the Escrow Shares (in
proportion to their respective  Sharing Ratios) while the Escrow Shares are held
by the Escrow Agent.

     (i)  In the  event  of a  dispute  between  the  parties  as to the  proper
disposition  of the Escrow  Fund,  the Escrow  Agent shall be entitled  (but not
required) to deliver the Escrow Fund to a court of competent  jurisdiction  and,
giving notice to Parent and the Parent's  Rights  Monitor of such action,  shall
thereupon be relieved of all further responsibility.

     (j) As long as  _________  is the Escrow  Agent,  there shall be no fees or
expenses payable to the Escrow Agent for its services hereunder.

     (k) This Agreement  expressly sets forth all the duties of the Escrow Agent
with  respect to any and all  matters  pertinent  hereto.  No implied  duties or
obligations  shall be read into this  Agreement  against the Escrow  Agent.  The
Escrow Agent shall not be bound by the  provisions  of any  agreement  among the
parties  hereto except this Agreement and shall have no duty to inquire into the
terms and  conditions of any agreement  made or entered into in connection  with
this Agreement, including, without limitation, the Merger Agreement.

                                       8
<PAGE>

     (l) This  Agreement  shall inure to the benefit of and be binding  upon the
parties   and   their   respective   heirs,   successors,   assigns   and  legal
representatives,  shall be governed by and construed in accordance  with the law
of New York applicable to contracts made and to be performed  therein and cannot
be changed or terminated  except by a writing signed by the parties and Parent's
Rights Monitor.

     (m) The Parent's  Rights Monitor shall have the right to resign at any time
and upon such  resignation  to designate his  replacement to serve as a Parent's
Right Monitor; provided,  however, that such designee must become a signatory to
this  Agreement.  Upon such  designation and execution of this Agreement by such
designee,   the  resigning   Parent's  Rights  Monitor  shall  have  no  further
obligations under this Agreement.

     (n) All  notices and other  communications  given or made  pursuant  hereto
shall be in  writing  and shall be deemed to have been duly  given or made as of
the date  delivered or mailed if delivered  personally  or by telecopy,  one day
after delivery to a nationally  recognized courier, or three business days after
mailed by registered mail (postage prepaid,  return receipt requested),  in each
case, to the parties at the following  addresses (or at such other address for a
party as shall be specified  by like  notice,  except that notices of changes of
address shall be effective upon receipt):


                                    To the Parent or Target:

                                    Golf Rounds.com, Inc.
                                    Attention: Edward Gendelman and George Faris
                                    [___________________]

                                    [___________________]

                                    Tel:    [__________]
                                    Fax:    [__________]

                                    To the Parent's Rights Monitor:

                                    [Address]
                                    and

                                    with a copy in all cases to:

                                    Kendall Dickinson & Koenig LLC
                                    1821 Blake Street
                                    Suite 2A
                                    Denver, Colorado  80202
                                    Attention: Andrew Dickinson, Esq.
                                    Tel:    303-672-0104
                                    Fax:    303-672-0101


                                       9

<PAGE>

                                    Graubard Miller
                                    600 Third Avenue, 32nd Floor
                                    New York, New York 10016
                                    Attention: David Alan Miller
                                    Tel:    212-818-8661
                                    Fax:    212-818-8881

or to such other person or address as any of the parties hereto shall specify by
notice in writing to all the other parties hereto. (b) This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an
original instrument and all of which together shall constitute a single
agreement.

                                       10

<PAGE>



     IN WITNESS  WHEREOF,  each of the  parties  hereto has duly  executed  this
Agreement on the date first above written.

                                         GOLFROUNDS.COM INC.

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                         [SHAREHOLDERS OF DPE]

                                         ESCROW AGENT

                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________


                                         _______________________________________
                                                     ,    Parent's Right Monitor

                                       11

<PAGE>


                                  SCHEDULE 1(a)


---------------------- -------------------- -----------------------------

                                                  Number of Shares
                                                and Stock Certificate
Name of Issuee              Address                    Number
---------------------- -------------------- -----------------------------



---------------------- -------------------- -----------------------------



---------------------- -------------------- -----------------------------



---------------------- -------------------- -----------------------------



---------------------- -------------------- -----------------------------



---------------------- -------------------- -----------------------------



---------------------- -------------------- -----------------------------



---------------------- -------------------- -----------------------------


                       Total
---------------------- -------------------- -----------------------------



                                       12