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                                                                   EXHIBIT 10.16

                    SETTLEMENT AGREEMENT AND GENERAL RELEASE
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         THIS SETTLEMENT AGREEMENT AND RELEASE (hereinafter referred to as "the
Agreement") is made and entered into as of January 31st, 2000 by and among
DIVOT GOLF CORPORTION, ("Divot") a Delaware corporation, and CLIFFORD F. BAGNALL
("Bagnall") an individual and resident of the State of Florida, both of whom
collectively shall hereinafter be referred to as the "Parties."

                                R E C I T A L S:

A.       WHEREAS, Bagnall was and is employed by Divot pursuant to that certain
         Employment Agreement dated September 2, 1997 (the "Employment
         Agreement");

B.       WHEREAS, Divot desires to terminate Bagnall's employment with Divot,
         and Bagnall has agreed to such termination, and to fully and completely
         release Divot from any and all liability associated with Bagnall's
         employment and the termination thereof, in consideration of the
         covenants of Divot as set forth in this Agreement;

C.       WHEREAS, Divot has agreed to pay to Bagnall, and Bagnall has agreed to
         accept, the sum of One Hundred Thousand Dollars ($100,000.00) in cash,
         and 5,300,000 shares of Divot common stock, in full and complete
         satisfaction of all debts, obligations, and existing and potential
         claims and causes of action Bagnall may have against Divot as a result
         of or arising out of Divot's employment of Bagnall, the termination of
         that employment, the Employment Agreement, and any other agreement
         between Bagnall and Divot.

         NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, and in consideration of the mutual covenants and
agreements contained herein, the Parties hereby agree as follows:

                              A G R E E M E N T S:
                              --------------------

1.       COVENANTS OF DIVOT: Divot does hereby agree to the following:

         (a)  CASH PAYMENT: Within ninety (90) days following the execution of
              this Agreement, Divot shall pay to Bagnall the sum of $100,000
              (the "Cash Payment as evidenced by the Promissory Note of this
              date.").

         (b)  ISSUANCE OF SHARES TO BAGNALL: Within thirty (30) days following
              the execution of this Agreement, Divot shall issue to Bagnall
              5,300,000 fully paid and non-assessable shares (the "Shares") of
              its Common Stock, .001 par value, which shares shall be evidenced
              by a Divot standard stock certificate issued in the name of
              Bagnall. As to the Shares, Bagnall shall be granted all the rights
              and privileges afforded to other stockholders of Divot.
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              Additionally, the Shares issued will provide for demand
              registration rights and piggyback registration rights.

              (i)      SHARES TO BE INCLUDED IN REGISTRATION STATEMENT: Divot
                       shall cause the Shares to be listed in the earlier filing
                       of the Form S-8 or Form SB-2 Registration Statement that
                       Divot is preparing to file with the Securities and
                       Exchange Commission concurrently with the execution of
                       this Agreement. Upon the successful filing of the S-8 or
                       Registration Statement, the Shares shall be registered
                       (such that the Shares issued to Bagnall shall become
                       freely tradable to the public).

2.       COVENANTS OF BAGNALL: By execution hereof, Bagnall agrees to accept the
         Cash Payment and the Shares in full and complete satisfaction of any
         and all potential claims against Divot which Bagnall may have that
         arise by virtue of Divot's employment of Bagnall, Divot's actions
         and/or inactions associated with Bagnall's employment, the termination
         of Bagnall's employment, the Employment Agreement, and any other
         agreement between Divot and Bagnall. Bagnall further agrees to the
         following:

         (a)  RELEASE: Upon payment of Cash and delivery of Shares, Bagnall, and
              all his heirs, beneficiaries, settlors, trustees, and personal
              representatives, and anyone else claiming under or through Bagnall
              does hereby release and forever discharge Divot, including its
              successors, officers, administrators, attorneys, agents, and
              assigns, and anyone else acting by or through Divot, from and
              against any and all claims, charges, complaints, demands, actions
              or causes of action of any kind in any federal, state, or other
              court, arbitral forum, or federal, state, or other administrative
              agency, whether known or not now known, which Bagnall may have
              against Divot in connection with or arising from Divot's
              employment of Bagnall, Divot's actions and/or inactions associated
              with Bagnall's employment, the termination of Bagnall's
              employment, the Employment Agreement, and any other agreement
              between Divot and Bagnall.

              (i)  FUTURE DAMAGES: Inasmuch as the injuries, damages, and losses
                   resulting from the matters described herein may not be fully
                   known and may be more numerous or more serious than it is now
                   understood or expected, Bagnall agrees, as a further
                   consideration of this Agreement, that this Release applies to
                   any and all injuries, damages, and losses resulting from
                   Divot's employment of Bagnall, Divot's actions and/or
                   inactions associated with Bagnall's employment, the
                   termination of Bagnall's employment, the Employment
                   Agreement, and any other agreement between Divot and Bagnall,
                   even though now unanticipated, unexpected, and unknown.

         (b)  REPRESENTATIONS: Bagnall represents that no additional claims are
              contemplated against any other party potentially liable for the
              losses, damages,

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              and injuries for which this Release is given. In the event any
              additional claim is made which directly or indirectly results in
              additional liability exposure to Divot for the losses, injuries,
              and damages for which this Release is given, Bagnall covenants and
              agrees to indemnify and save Divot harmless from all such claims
              and demands, including reasonable attorney's fees and all other
              expenses necessarily incurred.

3.       COVENANTS COMMON TO BOTH PARTIES:

         (a)  NO ADMISSION OF LIABILITY: The parties agree that nothing
              contained in this Agreement shall constitute or be treated as an
              admission of liability or wrongdoing by any party or its heirs,
              executors, administrators, attorneys, successors, agents, or
              assigns.

         (b)  CONFIDENTIALITY: Neither the parties to this Agreement nor their
              attorneys shall disclose or publicize, either to the media, the
              courts, or any other third party, informally or in any way, the
              terms of the settlement set forth herein, unless required by this
              Agreement or otherwise by law.

         (c)  DISCLAIMER: Each party has: (i) carefully read this Settlement
              Agreement and Release, together with the exhibits attached hereto;
              (ii) has discussed its legal effects with their respective
              attorneys; (iii) fully understands the contents hereof; and (iv)
              executes the same of their own free will and accord without
              duress, coercion, or undue influence. Each party agrees that this
              Agreement shall be binding upon their respective successors,
              heirs, personal representatives, and assigns.

4.       ENTIRE AGREEMENT: This Agreement contains the entire agreement among
         the parties relating to the subject matter of this Agreement,
         supersedes any and all oral or written understandings or agreements
         relating to its subject matter, and may not be altered or amended
         except by an instrument in writing signed by the party or parties to be
         charged.

5.       BINDING AGREEMENT: This Agreement shall be binding upon and inure to
         the benefit of each of the parties hereto and their respective heirs,
         executors, administrators, successors, and assigns. It shall be
         construed and enforced in accordance with the laws of the State of New
         York.

6.       NOTICES: Any notices required by this Agreement shall be sent to the
         Party's address as follows: (i) IF TO DIVOT: One Union Square South,
         Suite 10-J, New York, NY 10003; (ii) IF TO BAGNALL: 14032 Ellesmere
         Drive, Tampa, Florida 33624.

7.       COUNTERPARTS: This Agreement may be executed in one or more
         counterparts, each of which shall be deemed to be an original, but all
         of which together shall constitute one and the same instrument.

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8.       SIGNATURE BY FACSIMILE: The parties agree that this Agreement will be
         considered signed when the signature of a party is delivered by
         facsimile transmission. Such facsimile signature shall be treated in
         all respects as having the same effect as an original signature.

9.       TITLES AND CAPTIONS: All article and section titles or captions in this
         Agreement are for convenience only. They shall not be deemed a part of
         this Agreement, and in no way define, limit, extend, or describe the
         scope or intent of any of its provisions. The recital clauses set forth
         in this Agreement are hereby incorporated into and are made a part of
         this Agreement

10.      AMENDMENTS: No supplement, modification, or amendment of any term,
         provision, or condition of this Agreement shall be binding or
         enforceable unless executed in writing by the party against whom
         enforcement is sought as to such supplementary or modified or amended
         term or condition.

11.      ENTIRE AGREEMENT AND WAIVER: This Agreement constitutes the entire
         agreement between the parties hereto, and supersedes all prior and
         contemporaneous agreements, arrangements, negotiations, and
         understandings between the parties hereto relating to the subject
         matter hereof. There are no other understandings, statements, promises
         or inducements, oral or otherwise, contrary to the terms of this
         Agreement. No representations, warranties, covenants, or conditions,
         express or implied, whether by statute or otherwise, other than as set
         forth herein have been made by any party hereto. No waiver of any term,
         provision, or condition of this Agreement, whether by conduct or
         otherwise, in any one or more instances, shall be deemed to be, or
         shall constitute, a waiver of any other provision hereof, whether or
         not similar, nor shall any such waiver constitute a continuing waiver,
         and no waiver shall be binding unless executed by the party making such
         waiver.

12.      FURTHER DOCUMENTS: Each party hereto further agrees to execute such
         documents and take such other steps as may be necessary to accomplish
         the purposes herein.

13.      INDEMNITY: The parties agree that the Indemnity Agreement dated
         August 1, 1997 by and between both parties shall continue in full force
         and effect.

         IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first set forth above.

DIVOT GOLF CORPORATION                      CLIFFORD F. BAGNALL
A Delaware Corporation

By: /s/ Joseph R. Cellura                   /s/ Clifford F. Bagnall
    ---------------------                   -----------------------
Name: Joseph R. Cellura                     Clifford F. Bagnall
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