EXHIBIT 10.3


                              GOLF ROUNDS.COM, INC.

                         EXECUTIVE EMPLOYMENT AGREEMENT

     THIS EXECUTIVE  EMPLOYMENT  AGREEMENT  ("Agreement") is entered into by and
between Edward Gendelman  ("Executive"),  residing at _____________,  Denver, CO
_______,  and Golf Rounds.com,  Inc., a Delaware corporation  ("Company"),  with
head offices located at  ______________,  on the last date on which both parties
have signed this Agreement.

     WHEREAS, the Company wishes to employ Executive and to assure itself of the
services of Executive on the terms set forth herein; and

     WHEREAS,  Executive  wishes  to be so  employed  under  the terms set forth
herein.

     NOW,  THEREFORE,  in consideration of the promises,  mutual covenants,  the
above  recitals,  and the  agreements  herein set forth,  and for other good and
valuable  consideration,  the sufficiency of which is hereby  acknowledged,  the
Parties  agree  to  the  following  terms  and  conditions  of  the  Executive's
employment.

     1. EMPLOYMENT BY THE COMPANY. The Company agrees to employ Executive as its
part-time Co-Chairman ("Co-Chairman"),  and Executive accepts such employment on
the terms and conditions set forth herein. Notwithstanding the foregoing, in the
event that (i) the Company has not located and hired a full-time Chief Executive
Officer prior to the closing of the  transactions  contemplated  by that certain
Agreement and Plan of Merger and Reorganization, dated as of September 18, 2003,
by  and  among  the  Company,   DPE  Acquisition   Corp.  and  Direct  Petroleum
Exploration,  Inc. (the "Merger  Agreement"),  or (ii) Executive  elects, in his
sole discretion prior to the  consummation of the  transactions  contemplated by
the Merger  Agreement  and prior to the date that the Company has hired  another
full-time  Chief  Executive  Officer,   to  serve  as  the  Company's  full-time
Co-Chairman  and  Chief  Executive  Officer   (collectively,   "Chief  Executive
Officer"),  the  Company  agrees  to employ  Executive  as its  full-time  Chief
Executive  Officer  and  Executive  accepts  such  employment  on the  terms and
conditions set forth herein.

     2. DUTIES.

          2.1 With respect to any period during which Executive serves solely as
     the Company's Co-Chairman, Executive shall render non-exclusive,  part-time
     services  to the  Company  as the  Co-Chairman  of the  Company's  Board of
     Directors  ("Board").  Executive shall have primary  responsibility for the
     Company's  strategy  and  operations  and shall  supervise  and oversee the
     Company's Chief Executive Officer and other management personnel. Executive
     shall report  directly to the Board.  Executive  will work at the Company's
     facility in Denver, Colorado,  subject to necessary business travel. During
     Executive's  employment as the Co-Chairman of the Company,  Executive shall
     devote such time as he deems necessary, but not less than two days per week
     of his business time (except for vacation periods and reasonable periods of
     illness or other incapacity  permitted by the Company's general  employment
     policies) to the business of the Company.

          2.2 With respect to any period  during which  Executive  serves as the
     Company's  Chief  Executive  Officer,  Executive  shall  render  exclusive,
     full-time services to the Company as the Co-Chairman of the Company's Board
     and the Chief Executive Officer and President. Executive shall have primary
     responsibility   for  the  Company's  strategy  and  operations  and  shall
     supervise  and oversee all  management  personnel.  Executive  shall report
     directly to the Board.  Executive  will work at the  Company's  facility in
     Denver, Colorado,  subject to necessary business travel. During Executive's
     employment as the Chief Executive  Officer of the Company,  Executive shall
     devote all of his business time (except for vacation periods and reasonable
     periods of illness or other incapacity  permitted by the Company's  general
     employment policies) to the business of the Company.

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     3.  TERM.   Executive's  employment  shall  commence  on  ___________  (the
"Effective  Date")  and shall  continue  for a three  (3)-year  period  from the
Effective  Date.  This  Agreement  shall  automatically  renew for  another  one
(1)-year period at the option of the Executive. Thereafter, this Agreement shall
automatically  renew for  consecutive  one (1) year periods  unless either party
provides written notice to the other party of an intention not to renew at least
ninety (90) days prior to the end of the then  current one (1)-year  period.  In
the event that the Company  terminates  this  Agreement as provided in the prior
sentence,  Executive  shall be entitled to receive an end of employment  service
bonus in the form of  continuing  salary  payments,  at  Executive's  last  base
salary,  less applicable  withholdings  and deductions,  for a period of one (1)
month for each year of service  (prorated  for  partial  years)  provided to the
Company under this  Agreement  (e.g.,  two months of salary shall be paid by the
Company if this Agreement is terminated at the end of Executive's second year of
service to the  Company).  The  payments  required by this Section 3 shall be in
addition to, and not in lieu of, any severance  payments  required to be paid by
the Company to Executive pursuant to Section 14.

     4. POLICIES AND PROCEDURES. The employment relationship between the parties
shall also be governed by the general  employment  policies and practices of the
Company,  including those relating to protection of confidential information and
assignment of inventions,  except that when the terms of this  Agreement  differ
from or are in  conflict  with the  Company's  general  employment  policies  or
practices, this Agreement will control.

     5. COMPENSATION.

          5.1 In  the  event  that  Executive  serves  solely  as the  Company's
     Co-Chairman, during the first six (6) months of this Agreement, Executive's
     base salary will be $96,000 per year, less standard payroll  deductions and
     withholdings.  Thereafter,  Executive's  base salary  will be $120,000  per
     year,  less standard  payroll  deductions and  withholdings,  provided that
     Executive's  base  salary  shall  not  increase  from  $96,000  per year to
     $120,000 per year unless and until the Company first  achieves  $500,000 of
     EBITDA (as  determined  in good faith by the Executive and the Board) after
     the date of this Agreement.

          5.2 In  the  event  that  Executive  serves  as  the  Company's  Chief
     Executive  Officer,  during  the  first six (6)  months of this  Agreement,
     Executive's  base salary will be $200,000 per year,  less standard  payroll
     deductions and  withholdings.  Thereafter,  Executive's base salary will be
     $250,000 per year,  less  standard  payroll  deductions  and  withholdings,
     provided that  Executive's base salary shall not increase from $200,000 per
     year to  $250,000  per year  unless and until the  Company  first  achieves
     $500,000 of EBITDA (as  determined  in good faith by the  Executive and the
     Board) after the date of this Agreement.

          5.3 Executive  will be paid  semi-monthly  in accordance  with Company
     practice and policy.  Executive will be considered for annual  increases in
     base salary then in effect in accordance with Company policy and subject to
     review and  approval by the Board (or any  authorized  committee  thereof).
     Executive  shall be  reimbursed  by the  Company on a timely  basis for all
     reasonable  and   documented   out-of-pocket   expenses   incurred  in  the
     performance  of his  duties  on behalf of the  Company  including,  but not
     limited to, reasonable  business travel,  lodging,  phone, fax and business
     entertainment expenses.

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     6. EXECUTIVE  BONUS PROGRAM  PARTICIPATION.  Executive shall be eligible to
participate  in any annual bonus plan that may be  established  by the Board for
the Executive or its  executive  team  generally.  The total annual target bonus
that  Executive  may be  eligible  to earn  shall  be  divided  into  two  equal
increments, and the Board shall determine whether Executive has earned any bonus
payments  on the date that is six (6) months and twelve  (12)  months  after the
commencement of the annual bonus plan. The prerequisites for Executive's earning
of any such  bonus,  and the amount of any bonus that may be  awarded,  shall be
determined by the terms and conditions of the applicable  bonus plan.  Executive
shall receive payment of any bonuses that he has earned within fifteen (15) days
after the  Board's  determination,  made in its sole  discretion,  as to whether
Executive has satisfied the terms and  conditions  established  for  Executive's
earning of a bonus under the applicable  bonus plan, and the amount of any bonus
payable to Executive, if any.

     7. STOCK  OPTIONS.  Subject to the  approval of the Board,  the Company may
grant  Executive an option (the  "Option") to purchase  shares of the  Company's
common stock pursuant to a stock option plan approved by the Board (the "Plan").
The Option shall have an exercise  price,  vesting  schedule and other terms and
conditions as determined by the Board (or any authorized committee thereof).  As
long as Executive serves solely as Co-Chairman of the Company, the amount, terms
and  conditions  of any such  Option  shall be  substantially  identical  to the
amount,  terms and conditions of stock options granted by the Board to any other
chairman or co-chairman of the Company.

     8. STANDARD COMPANY BENEFITS.  Executive will be entitled to all rights and
benefits for which for which other  executives of the Company are  entitled,  on
terms  comparable  thereto,  including,  without  limitations,  participation in
pension and profit sharing plans,  401(k) plans,  group  insurance  policies and
plans, medical,  health, vision and disability insurance policies and plans, and
the  like,  which  may be  maintained  by the  Company  for the  benefit  of its
executives. The Company may modify its benefits programs from time to time as it
deems necessary.

     9.  PROPRIETARY  INFORMATION.  Executive will be required as a condition of
employment to sign and abide by the Company's standard  proprietary  information
and inventions agreement (the "Proprietary Information  Agreement").  Nothing in
the Proprietary  Information Agreement shall limit or otherwise circumscribe any
confidentiality  agreement  Executive  may have  previously  entered  into  with
Company.

     10.  EXCLUSIVE  PROPERTY.  Executive  agrees that all business  procured by
Executive  on behalf of the Company  while  employed by the Company is and shall
remain the exclusive property of the Company.

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     11. OUTSIDE ACTIVITIES.

          11.1  Subject  to  the  following   provisions  of  this  Section  11,
     throughout Executive's employment with the Company, Executive may engage in
     civic, not-for-profit and for-profit activities.

          11.2 As long as Executive serves solely as the Company's  Co-Chairman,
     Executive may serve as a director of other  corporations  and may engage in
     other  businesses  (including,  without  limitation,   presiding  over  and
     managing the day-to-day  operations of Wavetech  Geophysical,  Inc. and Oil
     Exchange,  Inc.)  and may  devote  any  time he  deems  necessary  for such
     activities as long as such  activities are not in direct  conflict with the
     primary business of the Company. The Company acknowledges that Executive is
     currently a stockholder, board member and officer of Oil Exchange, Inc. and
     Wavetech  Geophysical,  Inc.  and  that  the  business  activities  of such
     companies are not currently in direct conflict with the primary business of
     the Company.

          11.3 As long as  Executive  serves as the  Company's  Chief  Executive
     Officer,  Executive may serve as a director of other  corporations  and may
     engage in other  businesses as long as such  activities are not in conflict
     with the primary  business of the Company and so long as any such  material
     activities  have  been  approved  in  advance  by a  majority  of the Board
     (excluding Executive).

     12. NONSOLICITATION. Throughout Executive's employment with the Company and
for one (1) year  thereafter,  Executive shall not,  without first obtaining the
prior written approval of the Company,  directly or indirectly solicit,  induce,
persuade  or  entice,  or attempt to do so, or  otherwise  cause,  or attempt to
cause, any employee or independent contractor of the Company to terminate his or
her employment or contracting  relationship  in order to become an employee,  or
independent contractor to or for any other person or entity.

     13. NATURE OF  EMPLOYMENT.  Executive's  employment  relationship  with the
Company is at-will,  provided  that both  Executive and the Company must provide
the other party with notice of its  intention  to  terminate  this  Agreement at
least ninety (90) days prior to his last day of employment with the Company (the
"Separation  Date"),  and provided  further that,  during such time as Executive
serves as the  Company's  Chief  Executive  Officer,  neither  Executive nor the
Company may terminate the employment  relationship  unless and until the Company
has  located  and hired a  replacement  chief  executive  officer.  Accordingly,
subject to the  foregoing  sentence,  both the  Executive  and the  Company  may
terminate the employment  relationship at any time with or without Cause or Good
Reason.

     14. TERMINATION WITHOUT  CAUSE/RESIGNATION  FOR GOOD REASON. If the Company
terminates  Executive's  employment  without  Cause (to the extent  permitted by
Section 13 above) or Executive resigns his employment for Good Reason, Executive
shall  be  eligible  to  receive  severance  in the  form of  continuing  salary
payments,  at Executive's  last base salary,  less applicable  withholdings  and
deductions,  for a period of nine (9) months after his  Separation  Date. If the
Company terminates Executive's employment without Cause (to the extent permitted
by Section 13 above) or Executive resigns his employment for Good Reason,  then,
in addition to receiving  the salary  continuation  payments  referenced  in the
preceding  sentence,  Executive will also become vested in seventy-five  percent
(75%) of the shares  subject to Option and any other  options that may have been
granted to  Executive.  Except as provided in this Section 14, all stock options
granted to Executive shall cease vesting as of the Separation Date, and shall be
exercisable thereafter only pursuant to the terms of the applicable stock option
plans and  agreements.  Executive  shall not be  entitled  to receive any of the
severance pay or vesting rights  provided under this Section 14 unless and until
Executive   executes  a  full  release  of  claims   against  the  Company,   in
substantially  the form  attached  hereto  as  Exhibit  A, and such  release  is
received by the Company on or before sixty (60) days after the Separation Date.

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     15. TERMINATION FOR  CAUSE/RESIGNATION  WITHOUT GOOD REASON. If the Company
terminates Executive's employment at any time for Cause or Executive resigns his
employment  without  Good Reason (to the extent  permitted by Section 13 above),
Executive's salary shall cease as of the Separation Date, and Executive will not
be entitled to severance pay,  accelerated vesting, pay in lieu of notice or any
other such  compensation,  other than  payment of accrued  salary and such other
benefits as expressly  required in such event by applicable  law or the terms of
any applicable  Company  benefit plans.  The stock options  granted to Executive
shall  cease  vesting  as of the  Separation  Date,  and  shall  be  exercisable
thereafter  only pursuant to the terms of the applicable  stock option plans and
agreements.

     16. DEFINITION OF CAUSE. For purposes of this Agreement, "Cause" means that
one or more of the  following has occurred:  (i)  Executive's  conviction of any
felony or any crime involving moral  turpitude or dishonesty;  (ii)  Executive's
participation  in a  fraud  or act of  dishonesty  against  the  Company;  (iii)
Executive's  threats or acts of violence in the  workplace  or in the course and
scope  of  any  business  activity,  unlawful  harassment  of  any  employee  or
independent  contractor  of the Company,  theft or  unauthorized  conversion  or
transfer of any Company  opportunity  to  Executive  or to any third  party,  or
breach of Executive's  Proprietary Information and Inventions Agreement with the
Company  which  results in any material  harm to the Company;  (iv)  Executive's
gross  negligence or intentional  and willful  refusal to follow the reasonable,
material and lawful directions of the Board which Executive fails to cure within
seven (7) business days of receiving written notice from the Company thereof; or
(v)  Executive's  material  non-performance  or breach of this  Agreement or any
other  contract  between the Company and Executive or any statutory duty owed by
Executive to the Company  (excluding  those duties and  obligations set forth in
clauses  (iii) and (iv)  above)  that  Executive  does not cure  within ten (10)
business days after Executive's receipt of written notice thereof (provided such
violation is capable of cure).  Executive  shall only be entitled to receive two
(2) written  notice and cure periods  pursuant to clause (v) above.  The Company
agrees that any notice issued to Executive  pursuant to clause (v) shall contain
a description  of all acts and omissions  then known to the Company that warrant
issuance of a notice.  For purposes of this Agreement,  Executive's  death shall
constitute "Cause" for termination effective as of Executive's death.

     17.  DEFINITION  OF GOOD  REASON.  For  purposes of this  Agreement,  "Good
Reason" shall mean that the Company has taken any one of the  following  actions
without  Executive's  consent:  (i)  Executive's  base salary is reduced by five
percent  (5%) or more (other than a voluntary  reduction  or  "across-the-board"
salary  reductions  which  are  applied  to  all  of  the  Company's   executive
employees); (ii) Executive's position or duties are materially reduced, and such
reduction is not remedied by the Company  within  thirty (30) days after written
notice  thereof is received by the Company  from  Executive;  (iii)  Executive's
principal  place of  employment  is  moved to a  location  which  results  in an
increase in Executive's  one-way commute from his current principal residence in
Denver,  Colorado by twenty-five (25) miles or more; (iv) any material breach by
the Company of its obligations  under this Agreement that is not remedied by the
Company  within thirty (30) days of its receipt of written notice of such breach
from Executive or (v) Executive's title is changed in any manner.  Executive may
resign his employment for Good Reason  pursuant to clauses (i), (ii),  (iii) and
(v) above,  only if Executive  resigns within  forty-five  (45) days of the date
Executive knows or reasonably  should know of the event that forms the basis for
his resignation  for Good Reason.  Executive may resign for Good Reason pursuant
to clause (iv) of this  subsection  only if Executive  resigns within sixty (60)
days of the date he provides the Company with  written  notice of the  Company's
material  breach of its  obligations  under this  Agreement,  and  provided  the
Company fails to cure its material breach within the thirty (30) day cure period
provided in clause (iv).

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     18.  PARACHUTE  PAYMENTS.  If any severance,  accelerated  vesting or other
payment or benefit  Executive would receive pursuant to a change in control from
the Company or otherwise  ("Payment") would (i) constitute a "parachute payment"
within the meaning of Section  280G of the  Internal  Revenue  Code of 1986,  as
amended (the "Code"),  and (ii) but for this sentence,  be subject to the excise
tax imposed by Section  4999 of the Code (the "Excise  Tax"),  then such Payment
shall be reduced to the Reduced Amount. The "Reduced Amount" shall be either (x)
the  largest  portion  of the  Payment  that  would  result in no portion of the
Payment  being subject to the Excise Tax or (y) the largest  portion,  up to and
including the total, of the Payment, whichever amount, after taking into account
all applicable federal,  state and local employment taxes, income taxes, and the
Excise Tax (all computed at the highest  applicable  marginal rate),  results in
Executive's  receipt,  on an  after-tax  basis,  of the  greater  amount  of the
Payment.

     The accounting firm engaged by the Company for general audit purposes as of
the day prior to the  effective  date of the change in control shall perform the
foregoing  calculations.  If the  accounting  firm so engaged by the  Company is
serving as accountant or auditor for the  individual,  entity or group effecting
the  change in  control,  the  Company  shall  appoint a  nationally  recognized
accounting firm to make the determinations required hereunder. The Company shall
bear all expenses with respect to the  determinations  by such  accounting  firm
required to be made hereunder.

     The  accounting  firm engaged to make the  determinations  hereunder  shall
provide its calculations,  together with detailed supporting  documentation,  to
the Company and Executive  within  fifteen (15) calendar days before the closing
date of the  change in  control  (if  requested  at that time by the  Company or
Executive) or such other time as requested by the Company or  Executive.  If the
accounting  firm  determines  that no Excise  Tax is payable  with  respect to a
Payment,  either before or after the application of the Reduced Amount, it shall
furnish the Company  and  Executive  with an opinion  reasonably  acceptable  to
Executive  that no Excise Tax will be imposed with respect to such Payment.  Any
good faith  determinations of the accounting firm made hereunder shall be final,
binding and conclusive upon the Company and Executive

     19. TAXES.  Executive agrees to be responsible for the payment of any taxes
due on any and all  compensation,  stock  option,  or  benefit  provided  by the
Company  pursuant to this Agreement.  Executive  agrees to indemnify the Company
and hold the  Company  harmless  from any and all claims or  penalties  asserted
against the Company for any failure to pay taxes due on any compensation,  stock
option, or benefit provided by the Company pursuant to this Agreement. Executive
expressly  acknowledges  that the Company has not made,  nor herein  makes,  any
representation  about the tax consequences of any consideration  provided by the
Company to Executive pursuant to this Agreement

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     20. SEVERABILITY.  Whenever possible, each provision of this Agreement will
be interpreted in such manner as to be effective and valid under applicable law.
If any provision of this Agreement is determined to be invalid or unenforceable,
in whole or in part, this  determination  will not affect any other provision of
this  Agreement  and the  provision  in  question  will be  modified so as to be
rendered  enforceable  in a manner  consistent  with the  intent of the  parties
insofar as possible.

     21.  WAIVER.  No waiver of any  provision  shall be deemed to have occurred
unless  memorialized  in a writing signed by the waiving party.  If either party
should  waive any breach of any  provision of this  Agreement,  Executive or the
Company will not thereby be deemed to have waived any  preceding  or  succeeding
breach of the same or any other provision of this Agreement.

     22. NOTICES. Any notices provided hereunder must be in writing and shall be
deemed to have been  received upon the earlier of personal  delivery  (including
hand-delivery and personal delivery by facsimile  transmission) or the third day
after mailing by first class mail or overnight  delivery,  to the Company at its
primary  office  location  and to  Executive  at his  address  as  listed on the
Company's payroll at the time notice is given.

     23. COMPLETE AGREEMENT. This Agreement constitutes the complete, final, and
exclusive  embodiment of the entire agreement  between Executive and the Company
with regard to the subject matter contained  herein.  It is entered into without
reliance on any promise or representation  other than those expressly  contained
herein,  and it cannot be  modified or amended  except in a writing  signed by a
duly-authorized member of the Board of the Company and Executive. Each party has
carefully read this  Agreement,  has been afforded the opportunity to be advised
of its meaning and  consequences by his or its respective  attorneys,  and signs
the same of his or its own free will

     24.  CONSTRUCTION &  COUNTERPARTS.  This Agreement  shall be deemed to have
been drafted jointly by the parties,  and no ambiguity in the Agreement shall be
construed  against  either  the  Company or  Executive.  This  Agreement  may be
executed in two counterparts,  each of which need not contain signatures of more
than one party, but all of which taken together will constitute one and the same
Agreement.  Facsimile  signatures  shall be  deemed  as  effective  as  original
signatures.

     25.  HEADINGS.  The  headings  of the  sections  hereof  are  inserted  for
convenience  only and will not be  deemed to  constitute  a part  hereof  nor to
affect the meaning thereof.

     26. SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure to
the  benefit of and be  enforceable  by  Executive  and the  Company,  and their
respective successors, assigns, heirs, executors and administrators, except that
Executive  may not assign  any of his duties  hereunder  and  Executive  may not
assign any of his rights  hereunder  without the written consent of the Company,
which consent shall not be withheld unreasonably.

     27.  ATTORNEY FEES. If either party brings any action to enforce his or its
rights  hereunder,  the prevailing  party in any such action will be entitled to
recover his or its reasonable  attorney's  fees and costs incurred in connection
therewith.

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     28. CHOICE OF LAW. All questions concerning the construction,  validity and
interpretation  of this  Agreement  will be  governed by the law of the State of
Colorado  as applied  to  contracts  made and to be  performed  entirely  within
Colorado.



EDWARD GENDELMAN,                         GOLF ROUNDS.COM, INC.,
an Individual                             a Delaware corporation

                                          ________________________________
_______________________
Edward Gendelman                          [___________]
                                          Director, Board of Directors
Date: ____________
                                          Date: ____________


                                       8

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                                    EXHIBIT A

                                     RELEASE

     In  consideration  of the severance  benefits that I will receive under the
attached  agreement,  I  hereby  release,  acquit  and  forever  discharge  Golf
Rounds.com,  Inc. and its  officers,  directors,  agents,  servants,  employees,
attorneys,   shareholders,   successors,   assigns,  parents,  subsidiaries  and
affiliates,  of and from any and all  claims,  liabilities,  demands,  causes of
action, costs, expenses,  attorneys' fees, damages,  indemnities and obligations
of every kind and nature,  in law,  equity,  or  otherwise,  known and  unknown,
suspected and unsuspected,  disclosed and undisclosed,  arising out of or in any
way  related  to  agreements,  events,  acts or conduct at any time prior to and
including the date I sign this  Release,  including but not limited to: all such
claims and demands directly or indirectly arising out of or in any way connected
with my  employment  with the  Company or the  termination  of that  employment;
claims or demands  related  to salary,  bonuses,  commissions,  profit  sharing,
stock, stock options, or any other equity or ownership interests in the Company,
vacation pay, fringe  benefits,  expense  reimbursements,  severance pay, or any
other form of compensation;  claims pursuant to any federal, state or local law,
statute,  or cause of action  including,  but not limited to, the federal  Civil
Rights Act of 1964, as amended;  the federal  Americans with Disabilities Act of
1990; the federal Age  Discrimination  in Employment  Act ("ADEA"),  as amended;
tort law; contract law; wrongful discharge;  discrimination;  harassment; fraud;
defamation; emotional distress; and breach of the implied covenant of good faith
and fair dealing.

     If I am forty years of age or older at the time I execute this Release, the
following  provisions of this  paragraph  shall apply:  I acknowledge  that I am
knowingly and voluntarily  waiving and releasing any rights I may have under the
ADEA,  and that the  consideration  given  for the  waiver  and  release  in the
preceding  paragraph  hereof is in  addition to anything of value to which I was
already entitled. I further acknowledge that I have been advised by this writing
that:  (a) my waiver and  release do not apply to any rights or claims  that may
arise after the execution date of this Agreement; (b) I have been advised hereby
that I should  consult  with an  attorney  prior  to  executing  this  Agreement
(although I may  voluntarily  choose not to do so); (c) I have  twenty-one  (21)
days to consider this Agreement  (although I may choose to  voluntarily  execute
this  Agreement  earlier);  (d) I have seven (7) days following the execution of
this Agreement by the parties to revoke the  Agreement;  (e) this Agreement will
not be effective  until the date upon which the  revocation  period has expired,
which shall be the eighth day after this Agreement is executed by me.


AGREED: EDWARD GENDELMAN


By:
    ____________________________
Date:
      __________________________



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