THE REGISTERED HOLDER OF THIS PURCHASE OPTION, BY ITS ACCEPTANCE HEREOF,
AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION
EXCEPT AS HEREIN PROVIDED.

VOID AFTER 5:00 P.M. EASTERN TIME, MARCH 15, 2005.


                                 PURCHASE OPTION

                               For the Purchase of

                         _______ Shares of Common Stock

                                       of

                              GOLFROUNDS.COM, INC.

                            (A Delaware Corporation)

1.       Purchase Option.
         ---------------

     THIS CERTIFIES THAT, in consideration of $________ and other good and
valuable consideration duly paid by or on behalf of _______________________
("Holder"), as registered owner of this Purchase Option, to GolfRounds.com, Inc.
("Company"), Holder is entitled, at any time or from time to time at or after
March 16, 2000 ("Commencement Date"), and at or before 5:00 p.m., Eastern time,
March 15, 2005 ("Expiration Date"), but not thereafter, to subscribe for,
purchase and receive, in whole or in part, up to ______________ shares of common
stock, par value $.01 per share ("Common Stock"), of the Company. The shares of
Common Stock are sometimes collectively referred to herein as the "Securities."
If the Expiration Date is a day on which banking institutions are authorized by
law to close, then this Purchase Option may be exercised on the next succeeding
day that is not such a day in accordance with the terms herein. During the
period ending on the Expiration Date, the Company agrees not to take any action
that would terminate this Purchase Option. This Purchase Option is one of a
series of Purchase Options of even date herewith. This Purchase Option is
initially exercisable at $1.50 per share of Common Stock purchased; provided,
however, that upon the occurrence of any of the events specified in Section 6
hereof, the rights granted by this Purchase Option, including the exercise price
and the number of shares to be received upon such exercise, shall be adjusted as
therein specified. The term "Exercise Price" shall mean the initial exercise
price or the adjusted exercise price, depending on the context.

2.       Exercise.
         --------

     2.1. Exercise Form. In order to exercise this Purchase Option, the exercise
form attached hereto must be duly executed and completed and delivered to the
Company, together with this Purchase Option and payment of the Exercise Price in
cash or by certified check or official bank check for the shares of Common Stock
being purchased. If the subscription rights represented hereby shall not be
exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this
Purchase Option shall become null and be void without further force or effect,
and all rights represented hereby shall cease and expire.




<PAGE>




     2.2. Legend. Each certificate for Securities purchased under this Purchase
Option shall bear a legend substantially as follows unless such Securities have
been registered under the Securities Act of 1933, as amended ("Securities Act"):

          The securities represented by this certificate have not been
          registered under the Securities Act of 1933, as amended, or applicable
          state securities laws. The securities may not be sold, pledged or
          transferred in the absence of such registration or an exemption
          therefrom under said Act and such laws, supported by an opinion of
          counsel, reasonable satisfactory to the Company and its counsel, that
          such registration is not required.

     2.3. Conversion Right.

       2.3.1. Determination of Amount. In lieu of the payment of the Exercise
Price in the manner required by Section 2.1, the Holder shall have the right
(but not the obligation) to convert any exercisable but unexercised portion of
this Purchase Option into Common Stock ("Conversion Right") as follows: upon
exercise of the Conversion Right, the Company shall deliver to the Holder
(without payment by the Holder of any portion of the Exercise Price in cash)
that number of shares of Common Stock equal to the quotient obtained by dividing
(x) the "Value" (as defined below) of the portion of the Purchase Option being
converted by (y) the Market Price (as defined below). The "Value" of the portion
of the Purchase Option being converted shall equal the remainder derived from
subtracting (a) the Exercise Price multiplied by the number of shares of Common
Stock underlying the portion of this Purchase Option being converted from (b)
the Market Price of the Common Stock multiplied by the number of shares of
Common Stock underlying the portion of this Purchase Option being converted. As
used herein, the term "Market Price" at any date shall be deemed to be the
average last reported sale price of the Common Stock for the five trading days
immediately preceding such date, as officially reported by the principal
securities exchange on which the Common Stock is listed or admitted to trading,
or, if the Common Stock is not listed or admitted to trading on any national
securities exchange or if any such exchange on which the Common Stock is listed
is not the principal trading market for the Common Stock, the average last
reported sale price of the Common Stock for the five trading days immediately
preceding such date as furnished by the National Association of Securities
Dealers, Inc. ("NASD") through the Nasdaq National Market or the Nasdaq
SmallCap, or, if applicable, the OTC Bulletin Board, or if the Common Stock is
not listed or admitted to trading on the Nasdaq National Market or the Nasdaq
SmallCap or OTC Bulletin Board or similar organization, as determined in good
faith by resolution of the Board of Directors of the Company, based on the best
information available to it.

       2.3.2. Exercise of Conversion Right. The Conversion Right may be
exercised by the Holder on any business day on or after the Commencement Date
and not later than the Expiration Date by delivering this Purchase Option to the
Company with a duly executed exercise form attached hereto with the conversion
section completed.

3.   Transfer.
     --------

     3.1. General Restrictions. The registered Holder of this Purchase Option,
by its acceptance hereof, agrees that it will not sell, transfer or assign or
hypothecate this Purchase Option to anyone except upon compliance with, or
pursuant to exemptions from, applicable securities laws. In order to make any


                                        2

<PAGE>


permitted assignment, the Holder must deliver to the Company the assignment form
attached hereto duly executed and completed, together with this Purchase Option
and payment of all transfer taxes, if any, payable in connection therewith. The
Company shall immediately transfer this Purchase Option on the books of the
Company and shall execute and deliver a new Purchase Option or Purchase Options
of like tenor to the appropriate assignee(s) expressly evidencing the right to
purchase the aggregate number of shares of Common Stock purchasable hereunder or
such portion of such number as shall be contemplated by any such assignment.

     3.2. Restrictions Imposed by the Securities Act. This Purchase Option and
the Securities underlying this Purchase Option shall not be transferred unless
and until (i) the Company has received the opinion of counsel for the Holder
that this Purchase Option or the Securities, as the case may be, may be
transferred pursuant to an exemption from registration under the Securities Act
and applicable state law, the availability of which is established to the
reasonable satisfaction of the Company, or (ii) a registration statement
relating to such Purchase Option or Securities, as the case may be, has been
filed by the Company and declared effective by the Securities and Exchange
Commission ("Commission") and is in compliance with applicable state law.

4.   New Purchase Options to be Issued.
     ---------------------------------

     4.1. Partial Exercise or Transfer. Subject to the restrictions in Section 3
hereof, this Purchase Option may be exercised or assigned in whole or in part.
In the event of the exercise or assignment hereof in part only, upon surrender
of this Purchase Option for cancellation, together with the duly executed
exercise or assignment form and funds sufficient to pay any Exercise Price
and/or transfer tax, the Company shall cause to be delivered to the Holder
without charge a new Purchase Option of like tenor to this Purchase Option in
the name of the Holder evidencing the right of the Holder to purchase the
aggregate number of shares of Common Stock purchasable hereunder as to which
this Purchase Option has not been exercised or assigned.

     4.2. Lost Certificate. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Purchase Option and
of reasonably satisfactory indemnification, the Company shall execute and
deliver a new Purchase Option of like tenor and date. Any such new Purchase
Option executed and delivered as a result of such loss, theft, mutilation or
destruction shall constitute a substitute contractual obligation on the part of
the Company.

5.   Registration Rights.
     -------------------

     5.1. Demand Registration.

       5.1.1. Grant of Right. The Company, upon written demand ("Initial Demand
Notice") of the Holder(s) of at least 51% ("Majority Holders") of the shares of
Common Stock underling the Purchase Options (the "Registrable Securities"),
agrees to register, on one occasion, all or any portion of the Registrable
Securities requested by the Majority Holders in the Initial Demand Notice. On
such occasion, the Company will file a Registration Statement covering the
Registrable Securities within 60 days after receipt of the Initial Demand Notice
and use its best efforts to have such registration statement declared effective
promptly thereafter. The demand for registration may be made at any time during
a period of thirteen months beginning on the Commencement Date. The Company
covenants and agrees to give written notice of its receipt of any Initial Demand
Notice by any Holder(s) to all other registered holders of the Registrable
Securities within 10 days from the date of the receipt of any such Initial
Demand Notice.

                                        3

<PAGE>


         5.1.2. Terms. The Company shall bear all fees and expenses attendant to
registering the Registrable Securities, but the Holders shall pay any and all
underwriting commission and the expense of any legal counsel selected by the
Holders to represent them in connection with the sale of the Registrable
Securities. The Company agrees to use its best efforts to cause the filing
required herein to become effective promptly and to qualify or register the
Registrable Securities in such States as are reasonably requested by the
Holder(s); provided, however, that in no event shall the Company be required to
register the Registrable Securities in a State in which such registration would
cause (i) the Company to be obligated to register or license to do business in
such State, or (ii) the principal stockholders of the Company to be obligated to
escrow their shares of capital stock of the Company. The Company shall cause any
registration statement filed pursuant to the demand rights granted under Section
5.1.1 to remain effective for a period of at least nine consecutive months from
the date that the Holders of the Registrable Securities covered by such
registration statement are first given the opportunity to sell all of such
securities.

     5.2. "Piggy-Back" Registration.

       5.2.1. Grant of Right. In addition to the demand right of registration
set forth in Section 5.1, the Holders shall have the right until the date that
is seven years after the date of the Closing to include the Registrable
Securities as part of any other registration of securities filed by the Company
(other than in connection with a transaction contemplated by Rule 145(a)
promulgated under the Securities Act or pursuant to Form S-8 or any equivalent
form), provided, however, that if, in the written opinion of the Company's
managing underwriter or underwriters, if any, for such offering, the inclusion
of the Registrable Securities, when added to the securities being registered by
the Company or the selling stockholder(s), will exceed the maximum amount of the
Company's securities that can be marketed (i) at a price reasonably related to
their then current market value, or (ii) without materially and adversely
affecting the entire offering, the Company shall nevertheless register all or
any portion of the Registrable Securities required to be so registered but such
Registrable Securities shall not be sold by the Holders until 90 days after the
registration statement for such offering has become effective and provided
further that, if any securities are registered for sale on behalf of other
stockholders in such offering and such stockholders have not agreed to defer
such sale until the expiration of such 90 day period, the number of securities
to be sold by all stockholders in such public offering during such 90 day period
shall be apportioned pro rata among all such selling stockholders, including all
holders of the Registrable Securities, according to the total amount of
securities of the Company owned by said selling stockholders, including all
holders of the Registrable Securities.

       5.2.2. Terms. The Company shall bear all fees and expenses attendant to
registering the Registrable Securities, including any filing fees payable to the
NASD, but the Holders shall pay any and all underwriting commissions and the
expenses of any legal counsel selected by the Holders to represent them in
connection with the sale of the Registrable Securities. In the event of such a
proposed registration, the Company shall furnish the then holders of outstanding
Registrable Securities with not less than thirty days' written notice prior to
the proposed date of filing of such registration statement. Such notice shall
continue to be given for each registration statement filed by the Company until
the earlier of (i) such time as all of the Registrable Securities have been sold
by the holders thereof or (ii) the expiration of the "piggy-back" rights
provided for herein. The holders of the Registrable Securities shall exercise
the "piggy-back" rights provided for herein by giving written notice, within
twenty days of the receipt of the Company's notice of its intention to file a
registration statement. The Company shall cause any registration statement filed
pursuant to the above "piggy-back" rights to remain effective for a period of at
least nine consecutive months from the date that the Holders of the Registrable
Securities covered by such Registration Statement are first given the
opportunity to sell all of such securities. Notwithstanding the provisions of
this Section 5.2, the Company shall have the right at any time after it shall
have given written

                                        4

<PAGE>



notice of its intention to file a registration statement (irrespective of
whether a written request for inclusion of any Registrable Securities shall have
been made) to elect not to file any such proposed registration statement, or to
withdraw the same after the filing but prior to the effective date thereof.

     5.3. General Terms.

       5.3.1. Indemnification.

         (a) The Company shall indemnify the Holder(s) of the Registrable
Securities to be sold pursuant to any registration statement hereunder and any
underwriter or person deemed to be an underwriter under the Act and each person,
if any, who controls such Holders or underwriters or persons deemed to be
underwriters within the meaning of Section 15 of the Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss,
claim, damage, expense or liability (including all reasonable attorneys' fees
and other expenses reasonably incurred in investigating, preparing or defending
against any claim whatsoever) to which any of them may become subject under the
Act, the Exchange Act or otherwise, arising from such registration statement.
The Holder(s) of the Registrable Securities to be sold pursuant to such
registration statement, and their successors and assigns, shall severally, and
not jointly, indemnify the Company, against all loss, claim, damage, expense or
liability (including all reasonable attorneys' fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim
whatsoever) to which they may become subject under the Act, the Exchange Act or
otherwise, arising from information furnished by or on behalf of such Holders,
in writing, for specific inclusion in such registration statement.

         (b) If any action is brought against a party hereto, ("Indemnified
Party") in respect of which indemnity may be sought against the other party
("Indemnifying Party"), such Indemnified Party shall promptly notify
Indemnifying Party in writing of the institution of such action and the
Indemnifying Party shall assume the defense of such action, including the
employment and fees of counsel reasonably satisfactory to the Indemnified Party.
Such Indemnified Party shall have the right to employ its or their own counsel
in any such case, but the fees and expenses of such counsel shall be at the
expense of such Indemnified Party unless (i) the employment of such counsel
shall have been authorized in writing by the Indemnifying Party in connection
with the defense of such action, or (ii) the Indemnifying Party shall not have
employed counsel to defend such action, or (iii) such Indemnified Party shall
have been advised by counsel that there may be one or more legal defenses
available to it which may result in a conflict between the Indemnified Party and
the Indemnifying Party (in which case the Indemnifying Party shall not have the
right to direct the defense of such action on behalf of the Indemnified Party),
in any of which events, the reasonable fees and expenses of not more than one
additional firm of attorneys designated in writing by the Indemnified Party
shall be borne by the Indemnifying Party. Notwithstanding anything to the
contrary contained herein, if the Indemnified Party shall assume the defense of
such action as provided above, the Indemnifying Party shall not be liable for
any settlement of any such action effected without its written consent.

         (c) If the indemnification or reimbursement provided for hereunder is
finally judicially determined by a court of competent jurisdiction to be
unavailable to an Indemnified Party (other than as a consequence of a final
judicial determination of willful misconduct, bad faith or gross negligence of
such Indemnified Party), then the Indemnifying Party agrees, in lieu of
indemnifying such Indemnified Party, to contribute to the amount paid or payable
by such Indemnified Party (i) in such proportion as is appropriate to reflect
the relative benefits received, or sought to be received, by the Indemnifying
Party on the one hand and by such Indemnified Party on the other or (ii) if (but
only if) the allocation provided in clause (i) of this sentence is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in such clause (i) but also the relative fault of


                                        5


<PAGE>


the Indemnifying Party and of such Indemnified Party; provided, however, that in
no event shall the aggregate amount contributed by a Holder exceed the profit,
if any, earned by such Holder as a result of the exercise by him of the Purchase
Option and the sale by him of the underlying shares of Common Stock.

         5.3.2. Elimination of Registration Rights. Notwithstanding anything to
the contrary in Section 5.2, no holders of Registrable Securities shall be
entitled to have such securities registered under the Securities Act in
accordance with the provisions of Section 5.2 if, in the opinion of counsel to
the Company, they may be sold without restriction pursuant to Rule 144(k)
promulgated under the Securities Act and any restrictive legends under the
Securities Act are removed from the certificates representing such securities
and any stop transfer order for such certificates is removed.

         5.3.3. Successors and Assigns. The registration rights granted to the
Holders inure to the benefit of all the Holders' successors, heirs, pledgees,
assignees, transferees and purchasers of the Registrable Securities.

         5.3.4. Documents Delivered to Holders. The Company shall furnish to
each Holder participating in any of the foregoing offerings and to each
underwriter of any such offering, if any, a signed counterpart, addressed to
such Holder or underwriter, of (i) an opinion of counsel to the Company, dated
the effective date of such registration statement (and, if such registration
includes an underwritten public offering, an opinion dated the date of the
closing under any underwriting agreement related thereto), and (ii) a "cold
comfort" letter dated the effective date of such registration statement (and, if
such registration includes an underwritten public offering, a letter dated the
date of the closing under the underwriting agreement) signed by the independent
public accountants who have issued a report on the Company's financial
statements included in such registration statement, in each case covering
substantially the same matters with respect to such registration statement (and
the prospectus included therein) and, in the case of such accountants' letter,
with respect to events subsequent to the date of such financial statements, as
are customarily covered in opinions of issuer's counsel and in accountants'
letters delivered to underwriters in underwritten public offerings of
securities. The Company shall also deliver promptly to each Holder participating
in the offering requesting the correspondence and memoranda described below and
to the managing underwriter copies of all correspondence between the Commission
and the Company, its counsel or auditors and all memoranda relating to
discussions with the Commission or its staff with respect to the registration
statement and permit each Holder and underwriter to do such investigation, upon
reasonable advance notice, with respect to information contained in or omitted
from the registration statement as it deems reasonably necessary to comply with
applicable securities laws or rules of the National Association of Securities
Dealers, Inc.

       5.3.5. Underwriting Agreement. The Company shall enter into an
underwriting agreement with the underwriter representing the Holders whose
Registrable Securities are being registered pursuant to Section 5.1. Such
underwriter must be reasonably acceptable to the Company. Such agreement shall
be reasonably satisfactory in form and substance to the Company, each Holder and
such underwriter, and shall contain such representations, warranties and
covenants by the Company and such other terms as are customarily contained in
agreements of that type used by the underwriter. The Holders shall be parties to
any underwriting agreement relating to an underwritten sale of their Registrable
Securities and may, at their option, require that any or all the
representations, warranties and covenants of the Company to or for the benefit
of such underwriter shall also be made to and for the benefit of such Holders.


                                        6


<PAGE>


Such Holders shall not be required to make any representations or warranties to
or agreements with the Company or the underwriter except as they may relate to
such Holders, their shares and their intended methods of distribution.

       5.3.6. Documents to be Delivered by Holder(s). Each of the Holder(s)
participating in any of the foregoing offerings shall furnish to the Company a
completed and executed questionnaire provided by the Company requesting
information customarily sought of selling security holders.

6.   Adjustments.
     -----------

     6.1. Adjustments to Exercise Price and Number of Securities. The Exercise
Price and the number of shares of Common Stock underlying the Purchase Option
shall be subject to adjustment from time to time as hereinafter set forth:

       6.1.1. Stock Dividends, Recapitalization, Reclassification, Split-Ups. If
after the date hereof, and subject to the provisions of Section 6.2 below, the
number of outstanding shares of Common Stock is increased by a stock dividend
payable in shares of Common Stock or by a split-up, recapitalization or
reclassification of shares of Common Stock or other similar event, then, on the
effective date thereof, the number of shares of Common Stock issuable on
exercise of this Purchase Option shall be increased in proportion to such
increase in outstanding shares. For example, if the Company declares a
two-for-one stock dividend and at the time of such dividend this Purchase Option
is for the purchase of 1,000 shares at $1.50 per share, upon effectiveness of
the dividend, this Purchase Option will be adjusted to allow for the purchase of
2,000 shares at $.75 per share.

       6.1.2. Aggregation of Shares. If after the date hereof, and subject to
the provisions of Section 6.2, the number of outstanding shares of Common Stock
is decreased by a consolidation, combination or reclassification of shares of
Common Stock or other similar event, then, upon the effective date thereof, the
number of shares of Common Stock issuable on exercise of this Purchase Option
shall be decreased in proportion to such decrease in outstanding shares.

       6.1.3. Adjustments in Exercise Price. Whenever the number of shares of
Common Stock issuable upon exercise of this Purchase Option is adjusted, as
provided in this Section 6.1, the Exercise Price shall be adjusted (to the
nearest cent) by multiplying such Exercise Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of
shares purchasable upon the exercise of this Purchase Option immediately prior
to such adjustment, and (y) the denominator of which shall be the number of
shares so purchasable immediately thereafter.

       6.1.4. Replacement of Securities upon Reorganization, etc. In case of any
reclassification or reorganization of the outstanding shares of Common Stock
other than a change covered by Section 6.1.1 hereof or that solely affects the
par value of such shares of Common Stock, or in the case of any merger or
consolidation of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the
outstanding shares of Common Stock), or in the case of any sale or conveyance to
another corporation or entity of the property of the Company as an entirety or
substantially as an entirety in connection with which the Company is dissolved,
the Holder of this Purchase Option shall have the right thereafter (until the
expiration of the right of exercise of this Purchase Option) to receive upon the
exercise hereof, for the same aggregate Exercise Price payable hereunder


                                        7


<PAGE>



immediately prior to such event, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any
such sale or other transfer, by a Holder of the number of shares of Common Stock
of the Company obtainable upon exercise of this Purchase Option immediately
prior to such event; and if any reclassification also results in a change in
shares of Common Stock covered by Section 6.1.1, then such adjustment shall be
made pursuant to Sections 6.1.1, 6.1.3 and this Section 6.1.4. The provisions of
this Section 6.1.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers.

       6.1.5. Changes in Form of Purchase Option. This form of Purchase Option
need not be changed because of any change pursuant to this Section, and Purchase
Options issued after such change may state the same Exercise Price and the same
number of shares of Common Stock as are stated in the Purchase Options initially
issued pursuant to this Agreement. The acceptance by any Holder of the issuance
of new Purchase Options reflecting a required or permissive change shall not be
deemed to waive any rights to a prior adjustment or the computation thereof.

     6.2. Elimination of Fractional Interests. The Company shall not be required
to issue certificates representing fractions of shares upon the exercise or
transfer of this Purchase Option, nor shall it be required to issue scrip or pay
cash in lieu of any fractional interests, it being the intent of the parties
that all fractional interests shall be eliminated by rounding any fraction up or
down to the nearest whole number of shares of Common Stock or other securities,
properties or rights.

     6.3. Notice of Adjustment. Upon the happening of any event requiring an
adjustment of the Exercise Price hereunder, the Company shall forthwith give
written notice thereof to the Holders stating the adjusted Exercise Price and
the adjusted number of shares of Common Stock resulting from such event and
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.

7. Reservation and Listing. The Company shall at all times reserve and keep
available out of its authorized shares of Common Stock, solely for the purpose
of issuance upon exercise of the Purchase Options, such number of shares of
Common Stock or other securities, properties or rights as shall be issuable upon
the exercise thereof. The Company covenants and agrees that, upon exercise of
the Purchase Options and payment of the Exercise Price therefor, all shares of
Common Stock and other securities issuable upon such exercise shall be duly and
validly issued, fully paid and non-assessable and not subject to preemptive
rights of any stockholder. As long as the Purchase Options shall be outstanding,
the Company shall use its best efforts to cause all shares of Common Stock
issuable upon exercise of the Purchase Options to be listed (subject to official
notice of issuance) on all securities exchanges (or, if applicable, on Nasdaq)
on which the Common Stock is then listed and/or quoted.

8.   Notices of Record Date.  In case:
     ----------------------

     (a) the Company shall take a record of the holders of its Common Stock (or
other stock or securities at the time deliverable upon the exercise of this
Purchase Option) for the purpose of entitling or enabling them to receive any
dividend or other distribution, or to receive any right to subscribe for or
purchase any shares of any class or any other securities, or to receive any
other right, or

     (b) of any capital reorganization of the Company, any reclassification of
the capital stock of the Company, any consolidation or merger of the Company


                                        8


<PAGE>


with or into another corporation (other than a consolidation or merger in which
the Company is the surviving entity), or any transfer of all or substantially
all of the assets of the Company, or

     (c) of the voluntary or involuntary dissolution, liquidation or winding-up
of the Company, then, and in each such case, the Company will deliver or cause
to be delivered to the Holders a notice specifying, as the case may be, (i) the
date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon the exercise of this Purchase Option) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up. Such notice shall be mailed at least fifteen (15) days prior to the
record date or effective date for the event specified in such notice, provided
that the failure to mail such notice shall not affect the legality or validity
of any such action.

     8.1. Transmittal of Notices. All notices, requests, consents and other
communications under this Purchase Option shall be in writing and shall be
deemed to have been duly made on the date of delivery if delivered personally or
sent by overnight courier, with acknowledgment of receipt to the party to whom
notice is given, or on the fifth day after mailing if mailed to the party to
whom notice is to be given, by registered or certified mail, return receipt
requested, postage prepaid and properly addressed as follows: (i) if to the
registered Holder of the Purchase Option, to the address of such Holder as shown
on the books of the Company, or (ii) if to the Company, to its principal
executive office.

9.   Miscellaneous.
     -------------

     9.1. Amendments. The Company and M.H. Meyerson & Co., Inc. ("Meyerson") may
from time to time supplement or amend this Purchase Option without the approval
of any of the Holders in order to cure any ambiguity, to correct or supplement
any provision contained herein which may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard to matters or
questions arising hereunder that the Company and Meyerson may deem necessary or
desirable and that the Company and Meyerson deem shall not adversely affect the
interest of the Holders. All other modifications or amendments shall require the
written consent of the party against whom enforcement of the modification or
amendment is sought.

     9.2. Headings. The headings contained herein are for the sole purpose of
convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Option.

     9.3. Entire Agreement. This Purchase Option (together with the other
agreements and documents being delivered pursuant to or in connection with this
Purchase Option) constitutes the entire agreement of the parties hereto with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings of the parties, oral and written, with respect to the subject
matter hereof.

     9.4. Binding Effect. This Purchase Option shall inure solely to the benefit
of and shall be binding upon, the Holder and the Company and their respective
successors, legal representatives and assigns, and no other person shall have or
be construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Purchase Option or any provisions herein
contained.

                                        9


<PAGE>


     9.5. Governing Law; Submission to Jurisdiction. This Purchase Option shall
be governed by and construed and enforced in accordance with the laws of the
State of New York, without giving effect to conflict of laws. The Company hereby
agrees that any action, proceeding or claim against it arising out of, or
relating in any way to this Purchase Option shall be brought and enforced in the
courts of the State of New York or of the United States of America for the
Southern District of New York, and irrevocably submits to such jurisdiction,
which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient
forum. Any process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at its principal business offices.
Such mailing shall be deemed personal service and shall be legal and binding
upon the Company in any action, proceeding or claim. The prevailing party(ies)
in any such action shall be entitled to recover from the other party(ies) all of
its reasonable attorneys' fees and expenses relating to such action or
proceeding and/or incurred in connection with the preparation therefor.

     9.6. Waiver, Etc. The failure of the Company or the Holder to at any time
enforce any of the provisions of this Purchase Option shall not be deemed or
construed to be a waiver of any such provision, nor to in any way affect the
validity of this Purchase Option or any provision hereof or the right of the
Company or any Holder to thereafter enforce each and every provision of this
Purchase Option. No waiver of any breach, non-compliance or non-fulfillment of
any of the provisions of this Purchase Option shall be effective unless set
forth in a written instrument executed by the party or parties against whom or
which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of
any other or subsequent breach, non-compliance or non-fulfillment.

     9.7. Exchange Agreement. As a condition of the Holder's receipt and
acceptance of this Purchase Option, Holder agrees that, at any time prior to the
complete exercise of this Purchase Option by Holder, if the Company and Meyerson
enter into an agreement ("Exchange Agreement") pursuant to which they agree that
all outstanding Purchase Options will be exchanged for securities or cash or a
combination of both, then Holder shall agree to such exchange and become a party
to the Exchange Agreement.

     IN WITNESS WHEREOF, the Company has caused this Purchase Option to be
signed by its duly authorized officer as of the 16th day of March, 2000.

                                      GOLFROUNDS.COM, INC.



                                      By:______________________________
                                         Name: Robert H. Donehew
                                         Title:   Vice President and Treasurer


                                       10


<PAGE>

Form to be used to exercise Purchase Option:

GolfRounds.com, Inc.
376 Main Street
Bedminster, New Jersey 07921


Date:_________________, ____

     The undersigned hereby elects irrevocably to exercise the within Purchase
Option and to purchase ____________ shares of Common Stock of GolfRounds.com,
Inc. and hereby makes payment of $____________ (at the rate of $ per share) in
payment of the Exercise Price pursuant thereto. Please issue the Common Stock as
to which this Purchase Option is exercised in accordance with the instructions
given below.

                                       or

The undersigned hereby elects irrevocably to exercise the within Purchase Option
and to purchase shares of Common Stock of GolfRounds.com, Inc. by surrender of
the unexercised portion of the within Purchase Option (with a "Value" of $ based
on a "Market Price" of $ ). Please issue the Common Stock in accordance with the
instructions given below.

                                              ______________________________
                                              Signature

Signature Guaranteed

     NOTICE: The signature to this form must correspond with the name as written
upon the face of the within Purchase Option in every particular without
alteration or enlargement or any change whatsoever.

                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name         _______________________________________
                    (Print in Block Letters)

Address      ________________________________________

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<PAGE>


Form to be used to assign Purchase Option:

                                   ASSIGNMENT

     (To be executed by the registered Holder to effect a transfer of the within
Purchase Option):

     FOR VALUE RECEIVED,____________________________________ does hereby sell,
assign and transfer unto _______________________________ the right to purchase
_______________________ shares of Common Stock of GolfRounds.com, Inc.
("Company") evidenced by the within Purchase Option and does hereby authorize
the Company to transfer such right on the books of the Company.

Dated:___________________, ____


                                               ______________________________
                                               Signature

     NOTICE: The signature to this form must correspond with the name as written
upon the face of the within Purchase Option in every particular without
alteration or enlargement or any change whatsoever, and must be guaranteed by a
bank, other than a savings bank, or by a trust company or by a firm having
membership on a registered national securities exchange.

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