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                                                                   EXHIBIT 10.13

                               February __, 2000



Dear Divot Golf Corporation Debt Securities Holder:

     Divot Golf Corporation ("Divot") hereby offers to exchange all of your
outstanding debt securities and outstanding warrants for shares of Divot common
stock pursuant to the terms and conditions contained herein (the "Exchange").
By acknowledging below, you agree to the terms and conditions of the Exchange as
set forth below.

     You hereby agree to irrevocably surrender, duly endorse, if applicable, and
tender to Divot all of your notes and other written instruments representing
your debt securities and your outstanding warrants in exchange for the right to
receive the number of fully paid and nonassessable shares of Divot's common
stock equal to the total outstanding principal of your debt securities,
multiplied by the conversion ratio of $.15.  Divot shall cause to be issued your
shares of common stock within 10 business days of the filing with the SEC by
Divot of its Annual Report on Form 10-KSB for the year ended December 31, 1999.
Simultaneously with the issuance of the common stock pursuant hereunder (the
"Effective Time"), all of your debt securities and warrants of Divot then issued
and outstanding shall cease to be outstanding and be automatically canceled with
no further action.

     As of the Effective Time, all of your rights, privileges, preferences and
limitations with respect to any and all debt securities and warrants held by you
(including any accrued and unpaid interest) shall automatically cease to exist
and shall thereafter remain null, void and unexercisable.

     No certificates representing fractional shares of Divot common stock will
be issued as a result of the Exchange.  Any fractional share interest to which a
Divot stockholder would otherwise be entitled to receive shall be rounded up to
the nearest whole share if such fraction is 0.5 or greater and shall be rounded
down to the nearest whole share if such fraction is less than 0.5.

     As promptly as practicable after receipt of the surrendered instrument or
instruments, Divot shall issue and deliver to you a certificate for the number
of full shares of common stock of Divot to which you are entitled by virtue of
the Exchange.

     The rights and privileges of each share of Divot common stock issued
pursuant to the Exchange shall be identical to the rights and privileges of the
Divot common stock then issued and outstanding prior to the Exchange.  Further,
the shares of Divot common stock issued pursuant to the Exchange are intended to
qualify as securities exempt from registration pursuant to Section 3(a)(9) of
the Securities Act of 1933, as amended, by the fact that the Divot debt
securities and warrants will be exchanged by Divot with its existing security-
holders exclusively.

     You hereby represent and warrant that you have held your debt securities
for a minimum of one year. Based on your above representation, we have been
advised by outside counsel that you have complied with the required holding
period for restricted securities under Rule 144(d) of the Securities Act of
1933. Within three business days of Divot's notice from a broker that you
intend to sell your shares of
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common stock, Divot will use its best efforts to cause its outside counsel to
issue a letter stating that, based in part upon your representation, you have
complied with the required holding period under Rule 144(d) of the Securities
Act of 1933.

                                                  Sincerely,


                                                  Joseph R. Cellura
                                                  Chief Executive Officer

AGREED AND ACCEPTED:


_______________________________
Signature of Holder

Printed Name: ________________________________
Address:      ________________________________
              ________________________________
Facsimile:    ________________________________

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