27


                            STOCK PURCHASE AGREEMENT

      This Stock  Purchase  Agreement  (the  "Agreement"),  dated as of April 8,
1999,  is by and among Ajay  Sports,  Inc.,  a Delaware  corporation  ("Ajay" or
"Purchaser"),   as  purchaser,  and  Pro  Golf  of  America,  Inc.,  a  Michigan
corporation ("PGA") and the shareholders of PGA, Robert Sage and The Jack London
Revocable Living Trust (the "Trust"). Hereinafter, Robert Sage and the Trust are
referred to collectively as the "Selling Shareholders."

      Whereas,  the Selling  Shareholders  own all of the outstanding  shares of
capital stock of PGA and all of the membership  interests in PGD Online,  LLC, a
Michigan Limited Liability Company ("PGD").

      Whereas,  PGA is engaged in the business of franchising  others to utilize
the  trademarks,  trade names and  service  marks of PGA in the  operation  of a
retail  business  engaged  in  purchasing  and  selling  golf  and  golf-related
equipment  and products  including  equipment  and  products  which are designed
totally or in part by PGA and/or manufactured exclusively for and distributed by
franchisees of PGA.

      Whereas,  PGD is a limited liability company recently formed primarily for
the purpose of commencing sales of golf and golf-related  equipment and products
through the  Internet,  telemarketing  and  catalog  (electronic  and  physical)
channels.

      Whereas,  Ajay desires to acquire the  businesses  of PGA and PGD, and, to
this end,  desires  to acquire  the  shares of capital  stock of PGA and the LLC
membership  interests  of PGD from the  Selling  Shareholders  on the  terms and
conditions set forth in this Agreement.

      Now,  therefore,  in  consideration  of  the  premises,   representations,
warranties,  covenants  and  agreements  contained  herein,  and intending to be
legally bound hereby, the parties hereby agree as follows:


                                    Article 1
                               The Stock Purchase

      Section 1.1. The Stock Purchase.  At the Effective Time (as defined below)
and upon the terms and conditions of this  Agreement,  the Selling  Shareholders
shall sell to Purchaser, and Purchaser shall purchase from Selling Shareholders,
all of Selling Shareholders' Class "A" common shares, par value $1.00 per share,
of PGA (the  "PGA  Shares")  and all of  Selling  Shareholders'  LLC  membership
interests  in PGD (the  "PGD  LLC  Interests").  Hereinafter,  the  purchase  by
Purchaser  of the  PGA  Shares  and  the  PGD LLC  Interests  from  the  Selling
Shareholders is referred to as the "Stock Purchase."

      Section 1.2.  Effective Time. The Stock Purchase shall become effective at
such time as the Selling  Shareholders deliver to Purchaser the certificates and
other items required under Section 1.6 and Section 1.8 (the "Selling Shareholder
Deliveries") and Purchaser  delivers to Selling  Shareholders the cash and other
consideration  required  under  Section  1.7 and  Section  1.8  (the  "Purchaser
Deliveries").  The Selling Shareholder  Deliveries and the Purchaser  Deliveries
shall be deemed to have been made simultaneously and, when completed,  the Stock
Purchase shall become effective (the "Effective Time").

      Section  1.3.  Closing  of the Stock  Purchase.  The  closing of the Stock
Purchase (the "Closing")  will take place at the offices of Alan R. Miller,  370
E. Maple Rd.,  4th Floor,  Birmingham,  Michigan,  on a date and at a time to be
specified by the parties. The closing date and Effective Time shall not be later
than 15 days after the end of the Due  Diligence  Period (as  defined in Section
5.1) (the "Closing Date").
<PAGE>

      Section 1.4. Effects of the Stock Purchase.  At the Effective Time, except
to the extent  otherwise  provided by this  Agreement,  through the  transfer of
stock and  membership  ownership,  PGA and PGD each will  become a  wholly-owned
subsidiary of Purchaser.

      Section 1.5. Board of Directors  Changes.  The Selling  Shareholders shall
deliver  written  resignations  of all members of the board of directors of PGA,
effective  as of the  Effective  Time.  Purchaser  shall cause to be elected new
boards of directors of PGA effective immediately following the Effective Time.

      Section 1.6. Transfer of  Shares/Non-Compete  Agreements.  At the Closing,
the Selling Shareholders shall deliver to Purchaser the following:

            1.6.1 Certificates representing all of the PGA Shares, together with
stock  powers in form and properly  executed to convey to  Purchaser  all right,
title and interest in and to the PGA Shares (the "PGA Stock  Certificates") free
and  clear of any and all  pledges,  liens,  security  interests,  encumbrances,
mortgages,  adverse claims, charges, options, equity interests,  proxies, voting
agreements or trusts or other interests ("Encumbrances").

            1.6.2 Certificates  representing all of the membership  interests in
PGD Online, LLC, a Michigan Limited Liability Company ("PGD"), properly endorsed
to convey all right, title and interest in and to the membership interests, free
and clear of any and all Encumbrances (the "PGD Certificates").

            1.6.3 Non-compete  agreements from the Selling  Shareholders for the
benefit of Ajay, PGA and PGD,  agreeing to refrain from  Competition (as defined
below) in the businesses of franchising  and/or other distribution means through
the Internet, telemarketing, or catalog methods of marketing and/or selling golf
related  products  (collectively,  the "Competing  Activities")  on a world-wide
basis for a period of three years  following the Effective  Time.  Except to the
extent expressly provided in the exceptions contained in the following sentence,
"Competition" shall mean the following  activities:  (i) ownership,  management,
operation, control, engagement in or participation in the ownership, management,
operation  or  control  of, or  employment  by,  or  connection  as an  officer,
employer,  stockholder,  partner,  consultant or otherwise with (a) any business
using the name Pro Golf or any variation  thereof,  (b) business  engaged in the
Competing Activities, and/or (c) any supplier to PGA or PGD. The following shall
be expressly  excluded  from the  definition  of  "Competition"  provided in the
foregoing sentence: (1) each Selling Shareholder's  ownership and operation of a
golf  driving  range,  golf  course or not more than three  retail  golf  stores
(provided  that the retail  shops  shall not be a chain of stores or  franchised
unless franchised through PGA); (2) Selling  Shareholders  ownership interest in
Pro  Golf  Nevada  LLC ("PG  Nevada")  to the  extent  of the  present  business
activities of the retail business of PG Nevada;  provided, that, the business of
PG Nevada (or any other permitted retail store) shall not be permitted to expand
to include any of the  Competing  Activities;  and/or (3)  ownership of not more
than five percent of the outstanding  stock of any  publicly-traded  company and
any pension plan  investments.  The total  consideration  to be allocated to the
non-compete  agreements from the Selling  Shareholders shall be $50,000 for each
Selling Shareholder.

      Section 1.7  Purchase Price.

            1.7.1  Cash   Purchase   Price.   In  exchange  for  the  PGA  Stock
Certificates and the agreements delivered by the Selling  Shareholders  pursuant
to , Purchaser has agreed to pay aggregate  cash  consideration  of  $9,850,000,
(the "Purchase  Price").  The Purchase Price shall be allocated and delivered as
provided in this Section below.

            1.7.2 Deposit Escrow.  Within five business days after the execution
and delivery of this Agreement, Ajay shall cause to be deposited into escrow One
Hundred Thousand  Dollars  ($100,000) which shall be held in the Alan R. Miller,
P.C. Trust Account pursuant to the Deposit Escrow  Agreement,  the form of which
is incorporated into this Agreement as EXHIBIT 1.7.2 (the "Deposit Escrow"). The
Deposit  Escrow funds shall be applied toward the Purchase Price at the Closing.
If no Closing is held under this  Agreement,  the Deposit  Escrow funds shall be
disposed of in  accordance  with  Section  6.3. In the event Ajay should fail to
make the Deposit Escrow in a timely fashion, the Selling Shareholders shall have
the right to terminate this Agreement.
<PAGE>

            1.7.3 Payment of the Purchase Price. At the Closing, Purchaser shall
pay to each of  Robert  Sage and the  Trust,  by wire  transfer  or other  means
mutually acceptable to the payee and payer,  one-half of the Purchase Price less
the Deposit Escrow amount.

            1.7.4 Additional  Consideration.  As additional consideration to the
Selling Shareholders,  at the Closing Ajay will issue non-transferable  warrants
(the "Warrants") to each Selling  Shareholder to purchase up to 50,000 shares of
common  stock,  par value $.01 per share,  of Ajay (the  "Ajay  Common  Stock"),
exercisable  commencing at the Effective  Time and continuing for two full years
thereafter, at an exercise price of $2.00 if exercised during the first year and
an  exercise  price of $2.50 per share if  exercised  during  the  second  year;
provided,  that, as a condition to the exercise of the warrants, the holder will
agree not to sell the  shares of common  stock  received  upon  exercise  of the
warrants for at least three years after the warrant exercise date.

      Section 1.8. SOTA  Closing.  The  consideration  provided for in the Asset
Purchase Agreement between State of the Art Golf Company, Inc. ("SOTA") and Ajay
referred to in subsection 5.1.8 shall be paid and transferred. Specifically, and
without  limitation,  the Selling  Shareholders  shall have  received the sum of
$650,000  and  shall  have  executed  such  bills  of sale and  other  documents
transferring the assets of SOTA to Ajay as may be required by the Asset Purchase
Agreement.

      Section 1.9. Taking of Necessary Action;  Further Action.  If, at any time
after the  Effective  Time,  PGA,  PGD,  the Selling  Shareholders  or Purchaser
reasonably   determines   that  any  deeds,   assignments,   or  instruments  or
confirmations  of transfer are  necessary or desirable to carry out the purposes
of this Agreement or to vest Purchaser with full right,  title and possession to
all assets, property, rights,  privileges,  powers and franchises of PGA and the
officers  and  directors  of  PGA,  or  PGD,  as  applicable,  and  the  Selling
Shareholders  are fully  authorized  in the name of PGA and PGD or  otherwise to
take, and will take, all such lawful and necessary or desirable action.



                                    Article 2
                     Representations and Warranties of Ajay

      Except as set forth on the disclosure  schedule to be delivered by Ajay to
the Selling  Shareholders  (the "Ajay Disclosure  Schedule") within fifteen (15)
days after the execution and delivery of this Agreement,  Ajay hereby represents
and warrants to the Selling Shareholders as follows:

      Section  2.1.  Organization  and  Qualification.  Ajay is duly  organized,
validly  existing and in good standing under the laws of the jurisdiction of its
incorporation  or organization and has all requisite power and authority to own,
lease and operate its  properties  and to carry on its  businesses  as now being
conducted,  except  where the failure to be so  organized,  existing and in good
standing or to have such power and authority  would not have a Material  Adverse
Effect (as defined  below) on Ajay.  Ajay is duly  qualified  or licensed and in
good standing to do business in each  jurisdiction  in which the property owned,
leased or operated  by it or the nature of the  business  conducted  by it makes
such qualification or licensing  necessary,  except in such jurisdictions  where
the failure to be so duly  qualified or licensed and in good standing  would not
have a Material  Adverse Effect on Ajay.  When used in connection with Ajay, the
term  "Material  Adverse  Effect"  means any  change or effect (i) that is or is
reasonably  likely  to  be  materially  adverse  to  the  business,  results  of
operations,  condition (financial or otherwise) or prospects of Ajay, other than
any change or effect arising out of general economic conditions unrelated to any
business in which Ajay is engaged,  or (ii) that will or is reasonably likely to
impair the ability of Ajay to perform its obligations hereunder or to consummate
the transactions contemplated hereby.
<PAGE>

      Section 2.2.  Consents and Approvals.  No filing with or notice to, and no
permit,  authorization,  consent  or  approval  of,  any  court or  tribunal  or
administrative,   governmental  or  regulatory  body,  agency  or  authority  (a
"Governmental  Entity") is necessary  for the  execution and delivery by Ajay of
this  Agreement or the  consummation  by Ajay of the  transactions  contemplated
hereby,  except  where the  failure  to  obtain  such  permits,  authorizations,
consents or approvals or to make such filings or give such notice would not have
a Material Adverse Effect on Ajay.  Section 2.2 of the Ajay Disclosure  Schedule
lists each consent and  approval  required to be obtained by Ajay from any party
other than a Governmental  Entity which is necessary for the consummation of the
Stock Purchase.

      Section 2.3. Authority Relative to this Agreement.  Ajay has all necessary
corporate  power and  authority  to execute and deliver  this  Agreement  and to
consummate the transactions  contemplated  hereby.  This Agreement has been duly
and validly  executed and delivered by Ajay and  constitutes a valid,  legal and
binding  agreement  of Ajay,  enforceable  against Ajay in  accordance  with its
terms. Neither the execution, delivery and performance of this Agreement by Ajay
nor the  consummation by Ajay of the transactions  contemplated  hereby will (i)
conflict  with or result in any breach of any  provision of its  Certificate  of
Incorporation  or Bylaws (or  similar  governing  documents),  (ii)  result in a
violation  or breach of, or  constitute  (with or without due notice or lapse of
time or both) a default,  or give rise to any right of  termination,  amendment,
cancellation  or  acceleration  or Lien (as  defined in below)  under any of the
terms, conditions or provisions of any note, bond, mortgage,  indenture,  lease,
license, contract,  agreement or other instrument or obligation to which Ajay is
a party or by which  any of its  properties  or assets  may be  bound,  or (iii)
violate any order, writ,  injunction,  decree, law, statute,  rule or regulation
applicable  to Ajay or any of its  properties  or assets,  except in the case of
(ii) or (iii)  for  violations,  breaches  or  defaults  which  would not have a
Material  Adverse  Effect  on Ajay  and in the  case of (ii)  for  consents  and
approvals  of Ajay's  current  lenders as  described  in Section 2.2 of the Ajay
Disclosure Schedule. For purposes of this Agreement,  "Lien" means, with respect
to any asset, including, without limitation, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset.

      Section 2.4. SEC Reports.  To the knowledge of present management of Ajay,
Ajay has filed all forms,  reports and  documents  required to be filed with the
Securities and Exchange Commission (the "SEC") under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"). Ajay will deliver,  on or before seven
business  days  prior to the end of the Due  Diligence  Period  (as  defined  in
Section 5.1),  to Selling  Shareholders  copies,  in the form filed with the SEC
(including any amendments thereto but excluding any exhibits), of (i) its Annual
Report on Form 10-K for the year ended  December 31, 1998,  (ii) its  definitive
proxy statements relating to Ajay's any meetings of stockholders (whether annual
or  special)  held since  January  1, 1998 and (iii) all other  forms or reports
filed with the SEC since December 31, 1998 (all of the foregoing,  collectively,
the "Ajay SEC Reports").

      Section 2.5. Reservation of Shares; Issuance. Prior to the Effective Time,
the Board of  Directors  of Ajay will take all  action  necessary  to  reserve a
sufficient  number of shares of its common  stock for  issuance  to the  Selling
Shareholders  upon their exercise of the Warrants to be issued under  subsection
1.7.4.  (the "Warrant  Shares").  The Warrant Shares,  when issued in accordance
with the  provisions  of the  Warrants,  will be lawfully  issued as fully paid,
nonassessable shares of Ajay.
<PAGE>

      Section 2.6. Brokers.  No broker,  finder or investment banker is entitled
to any  brokerage,  finder's or other fee or commission  in connection  with the
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of Ajay.

      Section 2.7.  Disclosure.  No  representation  or warranty of Ajay in this
Agreement or any certificate,  schedule,  document or other instrument furnished
or to be  furnished to Selling  Shareholders  pursuant  hereto or in  connection
herewith  contains  or,  as of the  date of  such  representation,  warranty  or
instrument, will contain any untrue statement of a material fact or, at the date
thereof,  omits or will  omit to state a  material  fact  necessary  to make any
statement  herein or  therein,  in light of the  circumstances  under which such
statement is or will be made, not misleading.

      Section 2.8.  Investment Intent.  Ajay is acquiring the PGA Shares and the
PGD LLC  Interests  for  investment  and not with a view toward,  or for sale in
connection  with,  any  distribution   thereof,  or  any  present  intention  of
distributing  or  selling  the  PGA  Shares  or  the  PGD  LLC  Interests.  Ajay
acknowledges  and agrees that  neither the PGA Shares nor the PGD LLC  Interests
have been or will be  registered  under the  Securities  Act of 1933, as amended
(the "Securities Act") or the Michigan Uniform Securities Act, and Ajay will not
resell the PGA Shares or the PGD LLC Interests  unless they are so registered or
unless an  exemption  from  registration  is  available.  Ajay  consents  to the
imposition of a legend to this effect on the certificates for the PGA Shares and
the PGD LLC  Interests  and to a notation to this  effect in the stock  transfer
records of PGA and membership transfer records of PGD.


                                    Article 3
         Representations and Warranties of the Selling Shareholders

      Except as set forth on the  disclosure  schedule  to be  delivered  by the
Selling Shareholders to Ajay (the "Selling  Shareholders  Disclosure  Schedule")
within fifteen (15) days after the execution and delivery of this Agreement, the
Selling  Shareholders hereby jointly and severally represent and warrant to Ajay
as follows:

      Section 3.1.  Organization; Qualification; No Subsidiaries

            3.1.1  Organization.  PGA and PGD  each is duly  organized,  validly
existing  and in  good  standing  under  the  laws  of the  jurisdiction  of its
incorporation  or organization and has all requisite power and authority to own,
lease and operate its  properties  and to carry on its  businesses  as now being
conducted,  except  where the failure to be so  organized,  existing and in good
standing or to have such power and authority  would not have a Material  Adverse
Effect (as defined  below) on it. When used in  connection  with PGA and/or PGD,
the term "Material  Adverse Effect" means any change or effect (i) that is or is
reasonably  likely  to  be  materially  adverse  to  the  business,  results  of
operations,  condition  (financial  or otherwise) or prospects of PGA or PGD, as
applicable,  other than any  change or effect  arising  out of general  economic
conditions  unrelated  to any  business  in which PGA or PGD, as  applicable  is
engaged,  or (ii) that may impair the  ability of the  Selling  Shareholders  to
perform their obligations or to consummate the transactions contemplated hereby.

            3.1.2 Qualification.  PGA and PGD each is duly qualified or licensed
and in good standing to do business in each  jurisdiction  in which the property
owned,  leased or operated by it or the nature of the  business  conducted by it
makes such  qualification or licensing  necessary  except in such  jurisdictions
where the failure to be so duly qualified or licensed and in good standing would
not have a Material Adverse Effect on PGA or PGD, as applicable.

            3.1.3  No Subsidiaries.  Neither PGA nor PGD has any
subsidiaries or owns, directly or indirectly, any voting securities or
interests (including membership interests) of any entity.
<PAGE>

            3.1.4 Delivery of Governing  Documents.  Selling  Shareholders  have
delivered  to Ajay  accurate  and  complete  copies  of the (i)  Certificate  or
Articles  of  Incorporation  and Bylaws (or  similar  governing  documents),  as
currently in effect,  of PGA; and (ii)  Certificate or Articles of  Organization
and  Operating  Agreement  (or similar  governing  documents),  as  currently in
effect, of PGD.

      Section 3.2.  Capitalization.

            3.2.1 The authorized capital stock of PGA consists of Fifty Thousand
(50,000)  Class "A" common  shares,  par value  $1.00 per share,  of which 1,000
shares are issued and  outstanding.  All of the outstanding PGA Shares have been
duly authorized and validly issued,  and are fully paid,  nonassessable and free
of  preemptive  rights and are owned by the Selling  Shareholders.  There are no
other  issued  or  outstanding  (i)  shares  of  capital  stock or other  voting
securities of PGA, (ii) securities of PGA convertible  into or exchangeable  for
shares of capital  stock or voting  securities  of PGA,  (iii)  options or other
rights to acquire from PGA any capital  stock,  voting  securities or securities
convertible into or exchangeable for capital stock or voting  securities of PGA,
or (iv) equity  equivalents,  interests in the  ownership or earnings of PGA, or
other similar rights  (collectively,  "PGA Securities").  As of the date hereof,
there are no outstanding  obligations of PGA to repurchase,  redeem or otherwise
acquire any PGA Securities.

            3.2.2 PGD has not issued  any  membership  interests  other than the
membership  interests  owned by the Selling  Shareholders.  No person  holds any
right to acquire any membership interest in PGD, either directly or indirectly.

            3.2.3  The  Selling  Shareholders  are  parties  to  a  Stockholders
Agreement  dated  October 11,  1988.  The Selling  Shareholders  have agreed and
consented to the sale of the Selling  Shareholders' shares pursuant to the terms
and  conditions of this Agreement and at the Effective  Time,  the  Stockholders
Agreement will be terminated and of no further force or effect.

      Section 3.3. Consents and Approvals. Except as set forth on Section 3.3 of
the Selling Shareholders  Disclosure Schedule,  no filing with or notice to, and
no permit, authorization, consent or approval of, any Governmental Entity or any
other party is  necessary  for the  execution  and  delivery by PGA,  PGD or the
Selling   Shareholders  of  this  Agreement  or  the  consummation  the  Selling
Shareholders of the transactions  contemplated hereby,  except where the failure
to obtain such  permits,  authorizations,  consents or approvals or to make such
filings or give such notice would not have a Material  Adverse  Effect on PGA or
PGD.  Section 3.3 of the Selling  Shareholders  Disclosure  Schedule  lists each
consent  and  approval  required  to be  obtained  by  PGA,  PGD or the  Selling
Shareholders from any Governmental  Entity or other party which is necessary for
the consummation of the Stock Purchase.

      Section 3.4.  Authority Relative to this Agreement; Recommendation.

            3.4.1 PGA has all necessary corporate power and authority to execute
and deliver this  Agreement  and to  consummate  the  transactions  contemplated
hereby.  This Agreement has been duly and validly  executed and delivered by PGA
and each of the Selling  Shareholders and constitutes a valid, legal and binding
agreement of PGA and the Selling  Shareholders,  enforceable against PGA and the
Selling  Shareholders  in  accordance  with its terms.  Neither  the  execution,
delivery  and  performance  of  this  Agreement  by any  of  PGA or the  Selling
Shareholders,  nor the  consummation  by PGA or the Selling  Shareholders of the
transactions contemplated hereby, will (i) conflict with or result in any breach
of any provision of the Certificate or Articles of  Incorporation or Certificate
or Articles of Organization, as applicable, or Bylaws or Operating Agreement, as
applicable  (or similar  governing  documents)  of PGA or PGD,  (ii) result in a
violation  or breach of, or  constitute  (with or without due notice or lapse of
time or both) a default  (or give rise to any right of  termination,  amendment,
cancellation  or acceleration  or Lien) under,  any of the terms,  conditions or
provisions of any note, bond, mortgage,  indenture,  lease,  license,  contract,
agreement or other  instrument  or obligation to which PGA, PGD or either of the
Selling  Shareholders  is a  party  or by  which  any of  them  or any of  their
respective  properties or assets may be bound or (iii) violate any order,  writ,
injunction,  decree, law, statute,  rule or regulation applicable to PGA, PGD or
any of their  respective  properties  or  assets,  except in the case of (ii) or
(iii) for  violations,  breaches  or  defaults  which  would not have a Material
Adverse  Effect  on PGA or PGD,  as  applicable,  and in the  case  of (ii)  for
consents and  approvals as described in Section 3.3 of the Selling  Shareholders
Disclosure Schedule.
<PAGE>

      Section  3.5.  No Default.  Neither  PGA nor PGD is in breach,  default or
violation  (and no event has occurred  which with notice or the lapse of time or
both would constitute a breach,  default or violation) of any term, condition or
provision of (i) its Certificate or Articles of  Incorporation or Certificate or
Articles of Organization,  as applicable,  or Bylaws or Operating Agreement,  as
applicable (or similar  governing  documents),  (ii) any note,  bond,  mortgage,
indenture, lease, license, contract, agreement or other instrument or obligation
to  which  PGA or PGD is now a party  or by  which  any of them or any of  their
respective  properties  or  assets  may be  bound  or  (iii)  any  order,  writ,
injunction,  decree, law, statute,  rule or regulation applicable to PGA, PGD or
any of their  respective  properties  or  assets,  except in the case of (ii) or
(iii) for  violations,  breaches  or  defaults  that  would not have a  Material
Adverse  Effect  on PGA or  PGD,  as  applicable.  Each  note,  bond,  mortgage,
indenture, lease, license, contract, agreement or other instrument or obligation
to  which  PGA or PGD is now a party  or by  which  any of them or any of  their
respective  properties or assets may be bound that is material to PGA or PGD, as
applicable,  that has not expired is described as a material contract in Section
3.23 of the Selling  Shareholders  Disclosure  Schedule and is in full force and
effect and is not subject to any material default thereunder known to PGA or the
Selling Shareholders by any party obligated thereunder to PGA or PGD.
<PAGE>

      Section 3.6.  Financial Statements.   The financial statements
referred to in subsections 3.6.1 and 3.6.2 below are referred to
collectively as the "PGA Financial Statements."

            3.6.1 The Selling  Shareholders  have  provided to Ajay accurate and
complete copies of the financial  statements of PGA,  including  balance sheets,
statements of shareholders'  equity,  statements of operations and statements of
cash flows,  including  the notes  thereto for the years ended October 31, 1998,
1997 and  1996,  prepared  in  accordance  with  generally  accepted  accounting
principles  ("GAAP"),  consistently  applied,  and audited by PGA's  independent
public accountants (the "Audited Financial Statements"). On the earlier of April
30, 1999 or seven  business days before the end of the Due Diligence  Period (as
defined in Section 5.1). Selling  Shareholders  shall deliver to Ajay,  accurate
and  complete  copies of the  unaudited  interim  financial  statements  of PGA,
including  balance sheets,  statements of  shareholders'  equity,  statements of
operations  and  statements  of cash flows,  including the notes thereto for the
period November 1, 1998 through  February 28, 1999,  prepared in accordance with
GAAP,  consistently  applied (the  "Unaudited  Interim  Financial  Statements").
Further,   within  30  business  days  after  the  Closing  Date,   the  Selling
Shareholders shall deliver to Purchaser  unaudited interim financial  statements
of PGA, including balance sheets, statements of shareholders' equity, statements
of  operations  and  statements  of cash  flows,  including  the notes  thereto,
prepared in  accordance  with GAAP,  consistently  applied,  for the period from
November 1, 1998 through the Closing Date (the "Closing  Financial  Statements).
In addition,  if under SEC  reporting  requirements  Ajay is required to include
GAAP compliant financial information related to PGA for any period other than as
specified herein, Selling Shareholders will provide additional Unaudited Interim
Financial Statements for the required period for PGA in a timely manner so as to
permit Ajay timely to file its required report;  provided,  however, that if the
Closing  occurs  within  30 days  after  the end of  period  for  which  Selling
Shareholders  are required to provide  additional  Unaudited  Interim  Financial
Statements for PGA, then Selling  Shareholders  shall not be required to provide
the  Closing  Financial  Statements.   The  Audited  Financial  Statements,  the
Unaudited Interim Financial  Statements and the Closing Financial Statements are
referred to collectively as the "GAAP Financial Statements."

            3.6.2  Between  the date  hereof  and the  Effective  Time,  Selling
Shareholders  will furnish to Ajay,  within ten  business  days after the end of
each calendar month (for monthly  periods  commencing  March 1, 1999), a balance
sheet,  statement of shareholders'  equity and statement of operations of PGA as
of the end of the such  month,  prepared on a cash basis of  accounting  (each a
"Monthly  Modified Cash Basis Financial  Statement").  The Monthly Modified Cash
Basis  Financial  Statements  will not be  prepared  on an  accrual  basis or in
accordance  with GAAP.  The  Monthly  Cash Basis  Financial  Statements  will be
internally generated in accordance with PGA's historical internal "modified cash
basis" method of accounting and shall fairly present PGA's financial position as
of the last day of the  period  then  ended and shall be so  certified  by PGA's
internal accountant.

            3.6.3 All  intercompany  accounts  have been  eliminated on the GAAP
Financial Statements.

            3.6.4 The GAAP Financial  Statements are, or when delivered will be,
complete  and  accurate,  and present,  or will  present,  fairly the  financial
condition  of PGA at the  dates  thereof  and  reflect  all  material  debts and
liabilities  of PGA  required to be disclosed in  accordance  with GAAP,  at the
dates thereof, and the statements of operations and cash flows contained therein
present  fairly the  results  of the  operations  of PGA and the  changes in its
financial  positions for the periods indicated except as otherwise  disclosed in
Section 3.6 of the Selling Shareholders Disclosure Schedule.

            3.6.5 The Selling  Shareholders shall cause PGA to make available to
Ajay and Ajay's  independent public accountants its work papers and those of its
independent public accountants related to the PGA Financial Statements.
<PAGE>

      Section 3.7 No  Undisclosed  Liabilities;  Absence of  Changes.  Except as
disclosed  in  Section  3.7 of the  Selling  Shareholders  Disclosure  Schedule,
neither PGA nor PGD had any liabilities or obligations of any nature, whether or
not  accrued,  contingent  or  otherwise,  that were not  reflected  in the GAAP
Financial  Statements  and that would be required by GAAP to be  reflected  on a
balance  sheet of PGA  (including  the  notes  thereto)  or which  would  have a
Material  Adverse  Effect on PGA.  Except as  disclosed  in  Section  3.7 of the
Selling Shareholders Disclosure Schedule, since the date of the last PGA Audited
Financial Statement, PGA has not incurred any liabilities of any nature, whether
or not accrued,  contingent or otherwise,  which could reasonably be expected to
have,  and there have been no events,  changes  or effects  with  respect to PGA
having or which could  reasonably be expected to have, a Material Adverse Effect
on  PGA.  Except  as  disclosed  in  Section  3.7  of the  Selling  Shareholders
Disclosure  Schedule,  there has not been (i) any material  change by PGA in its
accounting  methods,  principles or practices  (other than as required after the
date hereof by concurrent  changes in GAAP),  (ii) any revaluation by PGA of any
of its  assets  having a  Material  Adverse  Effect on PGA,  including,  without
limitation, any write-down of the value of any assets other than in the ordinary
course of business or (iii) any other  action or event that would have  required
the consent of any other party hereto  pursuant to Section 4.1 of this Agreement
had such action or event occurred after the date of this Agreement.

      Section 3.8 Litigation.  Except as described in Section 3.8 of the Selling
Shareholders Disclosure Schedule there is no suit, claim, action,  proceeding or
investigation  pending which was either brought by or against PGA or PGD, or, to
the knowledge of Selling  Shareholders,  has been threatened against PGA or PGD,
or any of their  respective  properties or assets which,  individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect on PGA
or PGD, as applicable,  or could  reasonably be expected to prevent or delay the
consummation  of the  transactions  contemplated  by this  Agreement.  Except as
disclosed  in  Section  3.8 of the  Selling  Shareholders  Disclosure  Schedule,
neither PGA nor PGD is subject to any  outstanding  order,  writ,  injunction or
decree which could  reasonably be expected to have a Material  Adverse Effect on
PGA or PGD, as applicable,  or could  reasonably be expected to prevent or delay
the consummation of the transactions contemplated hereby. Copies of all material
correspondence  and pleadings  related to each item referenced in Section 3.8 of
the Selling Shareholders Disclosure Schedule have been delivered to Ajay or will
be delivered to Ajay together with the Selling Shareholders Disclosure Schedule.

      Section 3.9 Compliance with Applicable Law. Except as disclosed in Section
3.9 of the  Selling  Shareholders  Disclosure  Schedule,  PGA and PGD  hold  all
permits,  licenses,   variances,   exemptions,   orders  and  approvals  of  all
Governmental  Entities  necessary  for the lawful  conduct  of their  respective
businesses  (the "PGA  Permits"),  except  for  failures  to hold such  permits,
licenses,  variances,  exemptions,  orders and approvals  which would not have a
Material  Adverse  Effect on PGA or PGD, as  applicable.  Except as disclosed in
Section 3.9 of the Selling Shareholders  Disclosure Schedule, PGA and PGD are in
compliance  with the terms of the PGA  Permits,  except  where the failure so to
comply would not have a Material  Adverse  Effect on PGA or PGD, as  applicable.
Except as disclosed Section 3.9 of the Selling Shareholders Disclosure Schedule,
the  businesses of PGA and PGD are not being  conducted in violation of any law,
ordinance or regulation of any Governmental Entity except that no representation
or warranty is made in this Section 3.9 with respect to  Environmental  Laws and
except for  violations  or possible  violations  which do not,  and,  insofar as
reasonably  can be  foreseen,  in the future will not,  have a Material  Adverse
Effect on PGA or PGD, as  applicable.  Except as disclosed in Section 3.9 of the
Selling  Shareholders  Disclosure  Schedule,  no  investigation or review by any
Governmental  Entity with respect to PGA or PGD is pending or, to the  knowledge
of  Selling  Shareholders,   threatened,   nor,  to  the  knowledge  of  Selling
Shareholders,  has any Governmental Entity indicated an intention to conduct the
same,  other than, in each case, those which are disclosed in Section 3.9 of the
Selling   Shareholders   Disclosure  Schedule  which  the  Selling  Shareholders
reasonably  believe  will not have a Material  Adverse  Effect on PGA or PGD, as
applicable.
<PAGE>

      Section 3.10  Employee Benefit Plans; Labor Matters.

            3.10.1 With respect to each employee benefit plan, program,  policy,
arrangement and contract (including,  without limitation,  any "employee benefit
plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any
time by  PGA,  PGD or any  entity  required  to be  aggregated  with  PGA or PGD
pursuant to Section 414 of the Internal  Revenue  Code of 1986,  as amended (the
"Code")  (each,  a "PGA  Employee  Plan"),  no event has  occurred  and,  to the
knowledge of Selling  Shareholders,  no condition or set of circumstances exists
in connection  with which PGA or PGD could  reasonably be expected to be subject
to any liability  which would have a Material  Adverse  Effect on PGA or PGD, as
applicable,  including,  without limitation, any unfunded pension plan liability
or liability for retiree  health plan  coverage.  Section  3.10.1 of the Selling
Shareholders Disclosure Schedule lists all PGA Employee Plans and copies of each
such plan and all  amendments  and  modifications  thereto (or if such plans are
unwritten,  a complete and accurate summary thereof) have been delivered to Ajay
or will be delivered to Ajay together with the Selling  Shareholders  Disclosure
Schedule.

            3.10.2 No PGA  Employee  Plan is or has been  subject to Title IV of
ERISA or Section 412 of the Code.  Each PGA  Employee  Plan  intended to qualify
under  Section  401(a) of the Code and each  trust  intended  to  qualify  under
Section  501(a)  of the Code is the  subject  of a  favorable  Internal  Revenue
Service determination letter, and nothing has occurred which could reasonably be
expected to adversely affect such determination.

            3.10.3  Except  as  disclosed  in  Section  3.10.3  of  the  Selling
Shareholders  Disclosure  Schedule,  there  shall  be  no  payment,  accrual  of
additional benefits,  acceleration of payments,  or vesting in any benefit under
any PGA Employee  Plan or any  agreement  or  arrangement  disclosed  under this
Section 3.10 solely by reason of entering  into this  Agreement or in connection
with the consummation of the transactions contemplated by this Agreement.

            3.10.4 There are no  controversies  pending or, to the  knowledge of
Selling Shareholders threatened,  between PGA or PGD and any of their respective
employees,  which  controversies would or could reasonably be expected to have a
Material  Adverse Effect on PGA or PGD, as applicable.  Neither PGA nor PGD is a
party to any  collective  bargaining  agreement  or other labor  union  contract
applicable  to its  employees or has any  outstanding  material  liability  with
respect  to any  terminated  collective  bargaining  agreement  or  labor  union
contract.  None of PGA,  PGD or the Selling  Shareholders  has  knowledge of any
activities or  proceedings  of any labor union to organize any of PGA's or PGD's
employees.  There are no ongoing strikes,  slowdowns,  work stoppages,  lockouts
nor, to the  knowledge of PGA or the Selling  Shareholders,  is there any threat
thereof by or with respect to the employees of PGA or PGD.
<PAGE>

      Section 3.11  Environmental Laws and Regulations.

            3.11.1   Except  as   disclosed  in  Section  3.11  of  the  Selling
Shareholders  Disclosure  Schedule,  (i) PGA and PGD is in  compliance  with all
applicable  federal,  state, local and foreign laws and regulations  relating to
pollution or protection of human health or the environment  (including,  without
limitation, ambient air, surface water, ground water, land surface or subsurface
strata)  (collectively,  "Environmental  Laws"),  except for non-compliance that
would not have a  Material  Adverse  Effect on PGA or PGD,  as  applicable.  For
purposes  of this  provision,  compliance  includes,  but is not limited to, the
possession  by PGA  and  PGD of all  material  permits  and  other  governmental
authorizations   required  under  applicable   Environmental   Laws,   including
compliance with the terms and conditions thereof..  (ii) Neither PGA nor PGD has
received written notice of, or, to the knowledge of PGA or Selling Shareholders,
is the subject of, any action, cause of action, claim, investigation,  demand or
notice by any person or entity alleging  liability under or non-compliance  with
any  Environmental  Law (an  "Environmental  Claim")  that could  reasonably  be
expected to have a Material  Adverse Effect on PGA or PGD, as applicable.  (iii)
To the knowledge of PGA and the Selling Shareholders, there are no circumstances
that are  reasonably  likely  to  prevent  or  interfere  with  compliance  with
applicable Environmental Laws in the future.

            3.11.2   Except  as   disclosed  in  Section  3.11  of  the  Selling
Shareholders Disclosure Schedule,  there are no Environmental Claims which could
reasonably  be  expected  to have a Material  Adverse  Effect on PGA or PGD,  as
applicable,  that are  pending  or, to the  knowledge  of Selling  Shareholders,
threatened against PGA or PGD or, to the knowledge of the Selling  Shareholders,
against any person or entity whose  liability for any  Environmental  Claim that
PGA or PGD has or may  have  retained  or  assumed  either  contractually  or by
operation of law.

      Section 3.12  Tax Matters.

            3.12.1   Except  as  set  forth  in  Section  3.12  of  the  Selling
Shareholders  Disclosure  Schedule:  (i) PGA and PGD each  has  filed or has had
filed on its behalf in a timely manner (within any applicable extension periods)
with the  appropriate  Governmental  Entity all income  and other  material  Tax
Returns (as defined in  subsection  3.12.2) with respect to Taxes (as defined in
subsection  3.12.2) of PGA and PGD, as  applicable,  and all Tax Returns were in
all material respects true,  complete and correct;  (ii) all material Taxes with
respect to PGA and PGD have been paid in full;  (iii)  there are no  outstanding
agreements or waivers  extending the statutory period of limitations  applicable
to any federal,  state, local or foreign income or other Tax Returns required to
be filed by or with respect to PGA or PGD; (iv) no deficiency  for any income or
other  material Taxes has been assessed with respect to PGA or PGD which has not
been  abated or paid in full;  and (v) to the  knowledge  of PGA or the  Selling
Shareholders,  none  of the Tax  Returns  of or  with  respect  to PGA or PGD is
currently being audited or examined by any Governmental Entity.

            3.12.2 For purposes of this  Agreement,  (i) "Taxes"  shall mean all
taxes,  charges,   fees,  levies  or  other  assessments,   including,   without
limitation,  income, gross receipts, sales, use, ad valorem, goods and services,
capital,   transfer,   franchise,   profits,  license,   withholding,   payroll,
employment,  employer health, excise, estimated,  severance,  stamp, occupation,
property or other taxes,  customs  duties,  fees,  assessments or charges of any
kind whatsoever,  together with any interest and any penalties, additions to tax
or  additional  amounts  imposed by any taxing  authority  and (ii) "Tax Return"
shall mean any report,  return,  documents  declaration or other  information or
filing  required to be supplied to any taxing  authority  or  jurisdiction  with
respect to Taxes.

      Section  3.13 Title to  Property.  PGA and PGD each has, or at the Closing
Date will have, good and defensible title to its properties and assets, free and
clear of all liens,  charges and encumbrances except liens for taxes not yet due
and payable and such liens or other  imperfections  of title,  if any, as do not
materially  detract from the value of or  interfere  with the present use of the
property  affected  thereby or which,  either  individually or in the aggregate,
would not have a  Material  Adverse  Effect on PGA or PGD,  as  applicable.  All
leases pursuant to which PGA or PGD lease from others real or personal  property
are in good standing,  valid and effective in accordance  with their  respective
terms, and there is not any existing default or event of default (or event which
with notice or lapse of time, or both, would constitute a default and in respect
of which PGA or PGD, as applicable, has not taken adequate steps to prevent such
a default from occurring) except where the lack of such good standing,  validity
and  effectiveness,  or the  existence of such default or event of default would
not have a Material Adverse Effect on PGA or PGD, as applicable.
<PAGE>

      Section 3.14  Intellectual Property.

            3.14.1 Section 3.14 of the Selling Shareholders  Disclosure Schedule
describes each existing United States and foreign patent, trademark, trade name,
services  mark,  copyright,  trade secret,  and  applications  therefor owned or
licensed by PGA and PGD, including registration numbers and expiration dates and
details  of the  licenses  (the "PGA  Intellectual  Property  Rights").  The PGA
Intellectual  Property Rights are the only intellectual property rights that are
material to the businesses of PGA and PGD as currently conducted.

            3.14.2   Except  as  set  forth  in  Section  3.14  of  the  Selling
Shareholders  Disclosure Schedule, the validity of the PGA Intellectual Property
Rights  and the title  thereto  of PGA or PGD,  as the case may be, is not being
questioned in any litigation to which PGA or PGD, as the case may be, is a party
and neither PGA nor PGD has received any notices of potential claims.

            3.14.3 The  businesses of PGA and PGD as now conducted  does not, to
the knowledge of PGA or the Selling  Shareholders,  infringe any valid  patents,
trademarks, trade names, service marks or copyrights of others.

            3.14.4 PGA and PGD have  taken  steps they  believe  appropriate  to
protect and  maintain  their trade  secrets as such,  except in cases where they
have elected to rely on patent or copyright  protection  in lieu of trade secret
protection.

            3.14.5  Neither  PGA nor PGD has in effect  any  agreement,  oral or
written, to indemnify any person for or against any interference,  infringement,
misappropriation or other conflict with respect to intellectual property rights.

            3.14.6 The consummation of the transactions contemplated hereby will
not result in the loss or  impairment  of any of the PGA  Intellectual  Property
Rights.

      Section 3.15 Insurance.  Section 3.15 the Selling Shareholders  Disclosure
Schedule lists and briefly describes all policies of fire,  liability,  life and
other  insurance  maintained  by PGA and PGD and copies of all such  policies as
currently in effect have been provided to Ajay or will be provided together with
Selling  Shareholders  Disclosure  Schedule.  These  policies are in amounts and
provide  coverages  customarily   maintained  by  similar  businesses  similarly
situated and are in full force and effect on the date of this Agreement.

      Section  3.16 Vote  Required.  The  affirmative  vote of a majority of the
members of the board of  directors of PGA and the holders of at least a majority
of  the  outstanding  PGA  Shares  are  the  only  votes  of  the  directors  or
shareholders of PGA necessary to approve and adopt this Agreement and effect the
Stock Purchase.  No vote is required of the Selling Shareholders to sell the PGD
LLC Interests to Ajay hereunder.
<PAGE>

      Section  3.17 Tax  Treatment.  The  Selling  Shareholders  understand  and
acknowledge that the Stock Purchase will constitute a taxable event to them.

      Section 3.18 Affiliates.  Except for the directors and executive  officers
of PGA and the  managers of PGD,  each of whom is listed in Section  3.18 of the
Selling  Shareholders  Disclosure  Schedule,  there are no persons  who,  to the
knowledge of Selling Shareholders,  may be deemed to be affiliates of PGA or PGD
under Rule 1-02(b) of SEC Regulation S-X (the "PGA Affiliates").

      Section  3.19  Certain  Business  Practices.  Neither  PGA  nor PGD or any
directors, officers, managers agents or employees of PGA or PGD has (i) used any
funds  for  unlawful  contributions,  gifts,  entertainment  or  other  unlawful
expenses  relating to  political  activity,  (ii) made any  unlawful  payment to
foreign or domestic government  officials or employees or to foreign or domestic
political  parties or campaigns or violated any provision of the Foreign Corrupt
Practices Act of 1977, as amended (the "FCPA"), or (iii) made any other unlawful
payment.

      Section 3.20 Insider Interests. Except as set forth in Section 3.20 of the
Selling Shareholders  Disclosure Schedule,  neither the Selling Shareholders nor
any  officer or  director  of PGA or member or PGD (i) has any  interest  in any
material property, real or personal,  tangible or intangible,  including without
limitation,  any computer software or PGA Intellectual  Property Rights, used in
or  pertaining  to the  businesses  of PGA or PGD or (ii) is a party  to any PGA
Contract (as defined in Section 3.23).

      Section 3.21 Brokers.  No broker,  finder or investment banker is entitled
to any  brokerage,  finders or other fee or commission  in  connection  with the
transactions  contemplated by this Agreement based upon  arrangements made by or
on behalf of Selling Shareholders.

      Section  3.22  Disclosure.   No  representation  or  warranty  of  Selling
Shareholders in this Agreement or any certificate,  schedule,  document or other
instrument furnished or to be furnished to Ajay pursuant hereto or in connection
herewith  contains  or,  as of the  date of  such  representation,  warranty  or
instrument, will contain any untrue statement of a material fact or, at the date
thereof,  omits or will  omit to state a  material  fact  necessary  to make any
statement  herein or  therein,  in light of the  circumstances  under which such
statement is or will be made, not misleading.

      Section 3.23  Material Contracts.

            3.23.1 Section 3.23 of the Selling Shareholders  Disclosure Schedule
lists,  and Selling  Shareholders  have delivered to Ajay or,  together with the
Selling  Shareholders  Disclosure  Schedule  will  deliver,  true,  correct  and
complete  copies of all contracts and  agreements,  whether oral or written (and
all  amendments,  modifications  and  supplements  thereto and all side  letters
affecting  the  obligations  of any party  thereunder)  to which PGA or PGD is a
party or by which any of their  properties or assets are bound that are material
to the business,  properties or assets of PGA and PGD either  individually or in
the aggregate,  including, without limitation, all: (i) franchise agreements and
all amendments and  modifications  thereto;  (ii) employment,  product design or
development, personal services, consulting,  non-competition,  severance, golden
parachute, indemnification or guaranty contracts (including, without limitation,
any contract to which PGA or PGD is a party involving  employees of PGA or PGD);
(iii)  licensing,  publishing,  merchandising or distribution  agreements;  (iv)
contracts granting rights of first refusal or first negotiation; (v) partnership
or joint venture agreements; (vi) agreements for the acquisition,  sale or lease
of material  properties  or assets or stock or  otherwise,  (vii)  contracts  or
agreements  with any  Governmental  Entity;  (viii)  each  financial  instrument
including,  without limitation, any and all notes, bonds, mortgages,  indentures
and loan  agreements,  and (ix) all commitments and agreements to enter into any
of the foregoing (collectively, together with any such contracts entered into in
accordance with Section 5.2 hereof, the "PGA Contracts"). Neither PGA nor PGD is
a party to or bound by any severance,  golden  parachute or other agreement with
any  employee or  consultant  pursuant to which such person would be entitled to
receive any additional compensation or an accelerated payment of compensation as
a result of the consummation of the transactions contemplated hereby.
<PAGE>

            3.23.2 Each PGA Contract is valid and enforceable in accordance with
its terms,  and there is no default  under any PGA Contract so listed  either by
PGA or PGD or, to the knowledge of PGA or the Selling Shareholders, by any other
party  thereto,  and no event  has  occurred  that with the lapse of time or the
giving of notice or both would constitute a default thereunder by PGA or PGD or,
to the  knowledge of PGA or the Selling  Shareholders,  any other party  (except
distributors  who may be late in  payment  of a fee),  in any such case in which
such default or event could  reasonably  be expected to have a Material  Adverse
Effect on PGA or PGD, as applicable.

            3.23.3 No party to any PGA  Contract has given notice to PGA or PGD,
as  applicable,  of, or made a claim  against  PGA or PGD, as  applicable,  with
respect  to, any breach or  default  thereunder,  in any such case in which such
breach or default could reasonably be expected to have a Material Adverse Effect
on PGA or PGD, as applicable.

      Section 3.24  Products and  Warranties;  Return  Privileges.  There are no
statements,  citations or decisions by any  governmental or regulatory body that
any product manufactured, marketed or distributed at any time by PGA or PGD (the
"PGA  Products") is defective or fails to meet any standards  promulgated by any
such  governmental or regulatory  body.  There has been no recall ordered by any
such  governmental or regulatory body with respect to any PGA Product.  There is
no (i) fact  relating to any PGA Product  that may impose upon PGA or PGD a duty
to recall  any PGA  Product or a duty to warn  customers  of a defect in any PGA
Product, or (ii) latent or overt design,  manufacturing or other material defect
in any PGA Product. Section 3.24 of the Selling Shareholders Disclosure Schedule
sets forth a description  of all warranties  and return  privileges  (written or
otherwise)  which PGA or PGD gives in  connection  with the  manufacture  and/or
distribution  of the  PGA  Products.  Neither  PGA  nor  PGD is  subject  to any
royalties  or  licensing  fees  in  connection  with  the   manufacture   and/or
distribution of the PGA Products.

      Section 3.25 Records. PGA has maintained all corporate records required to
be maintained by  corporations  under the MBCA.  PGD has  maintained all records
required  to be  maintained  by limited  liability  companies  under  applicable
Michigan laws.

      Section  3.26  Accounts  and  Notes  Receivable.  All  accounts  and notes
receivable of PGA are reflected in the GAAP Financial Statements and have arisen
in the ordinary course of business and to the knowledge of Selling  Shareholders
and PGA represent valid obligations due to PGA in the aggregate recorded amounts
thereof.

      Section 3.27 Bank Accounts/Powers of Attorney. Section 3.27 of the Selling
Shareholders  Disclosure Schedule lists all bank accounts and safe deposit boxes
presently maintained by PGA and PGD, showing the names of all persons authorized
to make withdrawals or sign checks on those accounts or otherwise have access to
them, and any powers of attorney presently in effect granted by PGA or PGD.

      Section  3.28  Title  to  PGA  Shares/PGD  LLC  Interests.   Each  Selling
Shareholder has good title to the PGA Shares and PGD LLC Interests to be sold by
the Selling  Shareholder,  and possesses the full right,  power and authority to
sell and deliver them pursuant to this Agreement.

      Section  3.29   Acquisition  of  Warrants  for  Investment.   The  Selling
Shareholders  are  acquiring  the  Warrants for  investment  and not with a view
toward, or for sale in connection with, any distribution thereof, or any present
intention of  distributing  or selling the  Warrants.  Each Selling  Shareholder
acknowledges  and agrees  that  neither  the  Warrants  nor the  Warrant  Shares
issuable  upon  exercise of the  Warrants  have been and will not be  registered
under the  Securities or the Michigan  Uniform  Securities  Act, and the Selling
Shareholder  will not resell the Warrants or the Warrant  Shares unless they are
so  registered  or unless an exemption  from  registration  is  available.  Each
Selling Shareholder consents to the imposition of a legend to this effect on the
certificates  for the Warrants and the Warrant  Shares and to a notation to this
effect in the stock transfer records of Ajay.
<PAGE>

      Section  3.30  Operations  of PGD.  PGD has  recently  been  organized  to
commence  sales  of  golf  and  golf-related  equipment  primarily  through  the
Internet,  telemarketing and catalog (electronic and physical) channels. PGD has
no formal financial  statements.  To date PGD has been funded through PGA and/or
the Selling  Shareholders and has no assets other than its Internet web site and
no material debts or other  obligations of any nature other than as described in
Section 3.30 of the Selling Shareholders Disclosure Schedule.

      Section  3.31  Place of  Delivery.  The  Selling  Shareholders  Disclosure
Schedule and all documents delivered in accordance  therewith shall be delivered
to the  office of Ajay  located at 7001  Orchard  Lake  Road,  Suite  424,  West
Bloomfield, Michigan 48322-3608.


                                    Article 4
                         Covenants and Other Agreements

      Section 4.1 Conduct of Business of PGA and PGD.  Except as contemplated by
this  Agreement,  during the period from the date hereof to the Effective  Time,
Selling  Shareholders  will  cause  PGA  and  PGD  (collectively,   the  "Seller
Companies")  to  conduct  its  operations  in the  ordinary  course of  business
consistent with past practice and, to the extent consistent  therewith,  with no
less  diligence  and  effort  than  would  be  applied  in the  absence  of this
Agreement,  seek to preserve  intact its  current  business  organization,  keep
available  the service of its current  officers and  employees  and preserve its
relationships with customers, suppliers and others having business dealings with
it to the end that  goodwill and ongoing  businesses  shall be unimpaired at the
Effective Time.  Without limiting the generality of the foregoing,  prior to the
Effective  Time, no Seller  Company will,  without the prior written  consent of
Ajay:

            4.1.1  Amend  its  Certificate  or  Articles  of   Incorporation  or
Certificate or Articles of Organization,  as applicable,  or Bylaws or Operating
Agreement, as applicable (or other similar governing instrument);

            4.1.2  Authorize  for  issuance,  issue,  sell,  deliver or agree or
commit to issue,  sell or deliver  (whether  through the issuance or granting of
options, warrants, commitments,  subscriptions, rights to purchase or otherwise)
any stock or membership  interests of any class or any other securities  (except
bank loans) or equity  equivalents  (including,  without  limitation,  any stock
options or stock appreciation rights);

            4.1.3  Split, combine or reclassify any shares of its capital
stock or membership interests, or redeem or otherwise acquire any of its
securities;

            4.1.4 Adopt a plan of complete or partial liquidation,  dissolution,
merger  consolidation,  restructuring,  recapitalization or other reorganization
(other than the Stock Purchase);

            4.1.5 Incur or assume any long-term or short-term  debt or issue any
debt  securities  except for  borrowings or issuances of letters of credit under
existing lines of credit in the ordinary course of business;
<PAGE>

            4.1.6  Assume,  guarantee,  endorse or  otherwise  become  liable or
responsible (whether directly, contingently or otherwise) for the obligations of
any other person;

            4.1.7  Make any loans, advances or capital contributions to or
investments in, any other person;

            4.1.8  Pledge or otherwise encumber shares of capital stock or
membership interests of the Seller Companies;

            4.1.8  Mortgage or pledge any of its  material  assets,  tangible or
intangible, or create or suffer to exist any material Lien thereupon (other than
tax Liens for taxes not yet due);

            4.1.10 Except as may be required by law, enter into,  adopt or amend
or terminate any bonus, profit sharing,  compensation,  severance,  termination,
stock option, stock appreciation right, restricted stock, performance unit stock
equivalent,   stock   purchase   agreement,   pension,   retirement,    deferred
compensation,  employment, severance or other employee benefit agreement, trust,
plan,  fund or other  arrangement  for the  benefit or welfare of any  director,
officer,  employee  or member in any  manner,  or  increase  in any  manner  the
compensation or fringe benefits of any director,  officer, employee or member or
pay any benefit not required by any plan and  arrangement as in effect as of the
date hereof (including,  without limitation,  the granting of stock appreciation
rights or performance units);

            4.1.11 Acquire,  sell,  lease or dispose of any assets in any single
transaction or series of related  transactions other than in the ordinary course
of business;

            4.1.12  Change any of the accounting principles or practices
used by it;

            4.1.13 Revalue in any material respect any of its assets, including,
without limitation,  writing down the value of inventory of writing-off notes or
accounts receivable other than in the ordinary course of business;

            4.1.14 Acquire (by merger, consolidation, or acquisition of stock or
assets) any corporation, partnership, or other business organization or division
thereof or any equity interest therein;

            4.1.15  Enter  into  any  material   contract  or  agreement  except
distributorship  agreements with unaffiliated  persons which are in the ordinary
course of PGA's business;

            4.1.16 Authorize any new capital  expenditure or expenditures which,
individually,  is in  excess  of  $10,000;  provided,  however  that none of the
foregoing  shall limit any  capital  expenditure  required  pursuant to existing
contracts;

            4.1.17  Make any tax election or settle or compromise any
material income tax liability;

            4.1.18 Settle or compromise any pending or threatened  suit,  action
or claim which (i) relates to the transactions  contemplated  hereby or (ii) the
settlement or compromise  of which could have a Material  Adverse  Effect on the
Seller Company;

            4.1.19  Commence any material  research and  development  project or
terminate  any  material  research  and  development  project  that is currently
ongoing, in either case, except pursuant to the terms of existing contracts;
<PAGE>

            4.1.20  Make  any  distributions  for  any  reason  to  the  Selling
Shareholders.  The  payment of  reasonable  business  expenses  incurred  in the
ordinary  course of  business  or the  payment of rents from PGA to the  Selling
Shareholders shall be allowed; or

            4.1.21 Take,  or agree in writing or  otherwise to take,  any of the
actions  described in subsections 4.1.1 through 4.1.20 or any action which would
make  any of the  representations  or  warranties  of the  Selling  Shareholders
contained in this Agreement untrue, incorrect or incomplete.

      Section 4.2 Other Potential Acquirers. PGA, PGD, the Selling Shareholders,
their  affiliates  and  respective  officers,  directors,  employees,  managers,
representatives  and agents immediately shall cease any existing  discussions or
negotiations, if any, with any parties conducted heretofore with respect to any,
and from the date hereof through the Closing Date, will not solicit,  negotiate,
act upon or  entertain  in any way, an offer from any other  person or entity to
purchase the securities, business or name of PGA or PGD or any of their material
assets or  furnish  any  information  to any other  person  in that  regard  (an
"Alternate  Transaction");  provided,  that,  this  does not  preclude  sales of
inventory and other property in the normal and ordinary course of business.  The
Selling  Shareholders  will  promptly  (within  24 hours)  notify  Ajay upon the
receipt of an unsolicited competing offer in respect of an Alternate Transaction
and of the proposed terms of the offer.

      Section 4.3  Access to Information.

            4.3.1  Between  the date  hereof  and the  Effective  Time,  Selling
Shareholders will give Ajay and its authorized  representatives,  reasonable and
full  access  to (i)  all  employees,  plants,  offices,  warehouses  and  other
facilities, franchisees, and (ii) all books and records of the Seller Companies,
and will permit Ajay to make such inspections as Ajay may reasonably require and
will cause the officers and members of the Seller Companies to furnish Ajay with
such  financial and  operating  data and other  information  with respect to the
business and  properties  of the Seller  Companies as Ajay may from time to time
reasonably request.

            4.3.2 No review, examination or investigation by Ajay shall diminish
or obviate any of the  representations,  warranties,  covenants or agreements of
the Selling Shareholders under this Agreement.
 .
            4.3.3  Each of the  parties  hereto  will  hold and will  cause  its
consultants  and advisers to hold in confidence  all  documents and  information
furnished  to it in  connection  with  the  transactions  contemplated  by  this
Agreement pursuant to the terms of that certain Mutual Non-disclosure  Agreement
dated December 21, 1998.

      Section 4.4  Additional  Agreements,  Reasonable  Efforts.  Subject to the
terms and conditions  herein provided,  each of the parties hereto agrees to use
all reasonable  efforts to take, or cause to be taken, all action, and to do, or
cause to be done, all things  reasonably  necessary,  proper or advisable  under
applicable   laws  and   regulations   to  consummate  and  make  effective  the
transactions contemplated by this Agreement,  including, without limitation, (i)
obtaining  consents of all third parties and  Governmental  Entities  necessary,
proper or advisable for the  consummation  of the  transactions  contemplated by
this  Agreement;  (ii)  contesting  any legal  proceeding  relating to the Stock
Purchase;  and (iii) the execution of any  additional  instruments  necessary to
consummate the transactions contemplated hereby, including,  without limitation,
any amendment or other  instrument  necessary to permit the Stock Purchase to be
effected by a subsidiary  to be formed as  contemplated  in the recitals to this
Agreement.  Subject  to the  terms and  conditions  of this  Agreement,  Selling
Shareholders,  PGA and Ajay  agree to use all  reasonable  efforts  to cause the
Effective Time to occur as soon as practicable  but not later than 15 days after
the end of the Due Diligence Period (as defined in Section 5.1).
<PAGE>

      Section  4.5 Public  Announcements.  None of the Seller  Companies  or the
Selling Shareholders shall issue any public statement or announcement concerning
the  transactions  contemplated  by this  Agreement  without  the prior  written
approval of Ajay. Ajay shall prepare a press release and any other disclosure as
may be required  under  applicable  securities  laws or  otherwise  warranted or
advised  by  counsel  and  will  provide  the  Seller   Companies   and  Selling
Shareholders with copies concurrently with the release of said disclosure.

      Section 4.6 Notification of Certain Matters. The parties shall give prompt
notice to the other parties, of (i) the occurrence or nonoccurrence of any event
the  occurrence  or  nonoccurrence  of  which  would  be  likely  to  cause  any
representation  or  warranty  contained  in  this  Agreement  to  be  untrue  or
inaccurate in any material  respect at or prior to the Effective  Time, (ii) any
material failure of such party to comply with or satisfy any covenant, condition
or agreement to be complied with or satisfied by it hereunder,  (iii) any notice
of, or other communication relating to a default, or event which, with notice or
lapse of time or both, would become a default, received by such party subsequent
to the  date of this  Agreement  and  prior to the  Effective  Time,  under  any
contract  or  agreement  material  to  the  financial   condition,   properties,
businesses or results of operations of such party to which such party is a party
or is  subject,  (iv) any  notice or other  communication  from any third  party
alleging  that  the  consent  of  such  third  party  is or may be  required  in
connection with the  transactions  contemplated  by this  Agreement,  or (v) any
material  adverse  change in its  respective  financial  condition,  properties,
businesses,  results of  operations  or prospects  taken as a whole,  other than
changes resulting from general economic conditions;  provided, however, that the
delivery of any notice  pursuant to this  Section 4.6 shall not cure such breach
or non-compliance or limit or otherwise affect the remedies available  hereunder
to the party receiving such notice.


                                    Article 5
              Conditions to Consummation of the Stock Purchase

      Section 5.1  Conditions  to Each Party's  Obligations  to Effect the Stock
Purchase.  The  respective  obligations of each party hereto to effect the Stock
Purchase  are subject to the  satisfaction  of the  following  conditions  on or
before 30 days after the Selling  Shareholders'  Disclosure Schedule as provided
for in Article 3 have been  delivered  together with all copies of any documents
required  to be  delivered  thereunder  as  provided  in Section  3.31 (the "Due
Diligence Period"):

            5.1.1 This  Agreement  shall have been  approved  and adopted by the
Board of Directors of PGA.

            5.1.2 This  Agreement  shall have been  approved  and adopted by the
Board of Directors of Ajay.

            5.1.3 That the Deposit Escrow as provided in subsection  1.7.2 shall
be established  through the Deposit  Escrow  Agreement and funded by Ajay within
five business days following the execution of this Agreement.

            5.1.4 The Selling  Shareholders  shall on or before seven days prior
to the end of the Due Diligence  Period have executed a release of Ajay and each
other, in form and substance  satisfactory to Ajay and the Selling Shareholders,
whereby the Selling  Shareholders  release  Ajay and each other from any claims,
demands  or  causes  of  action  relating  to or  arising  out of any  action or
non-actions  of  Ajay  in  negotiating   with,   retaining  or  employing,   and
compensating either of the Selling  Shareholders or both of them for services to
be rendered on behalf of the Seller  Companies or Ajay subsequent to the Closing
Date. It is understood  and agreed by the Selling  Shareholders  that Ajay shall
have the  unrestricted  right to retain or employ the  services of either of the
Selling  Shareholders  on behalf of the Seller  Companies or Ajay  following the
Closing Date or to refrain therefrom, in the sole discretion of Ajay.
<PAGE>

            5.1.4 The Selling  Shareholders shall have executed a mutual release
satisfactory to each of the Selling Shareholders, which shall be effective as of
the  Closing  Date,  terminating  all  stockholders,  joint  venture  and  other
agreements between them and releasing any and all claims or rights each may have
against the other relating to the ownership or operation of the Seller Companies
or any facts existing up to the Closing Date, with the exception of claims based
upon any misappropriation of funds by either of the Selling Shareholders.

            5.1.5  That  Ajay  shall  have  satisfactorily   conducted  its  due
diligence  examinations  of the business and operations of the Seller  Companies
and that Ajay  shall not have,  in  writing,  during the Due  Diligence  Period,
notified  the  Selling   Shareholders   that  the  due   diligence   review  was
unsatisfactory for any reason, in the sole discretion of Ajay.

            5.1.6 A written lease  agreement  shall have been entered into among
PGA and the  Selling  Shareholders  to  continue  leasing  the  space  currently
occupied by PGA in the facility located at 32751  Middlebelt,  Farmington Hills,
Michigan (the "Michigan  Facility"),  on terms at least as favorable as provided
under the  expired  lease  agreement  (the  "New  Lease").  The New Lease  shall
commence on April 1, 1999 and  continue for three years  thereafter  at the same
rental  amount as provided in the expired lease  agreement.  The New Lease shall
provide PGA with a five-year  renewal  option at the Fair Market Rate,  not less
than the existing  rental rate,  for similar  buildings  within the same locale.
Following one year under the New Lease, PGA shall have an option to purchase the
Michigan Facility at the then-Fair Market Value. If agreement regarding the Fair
Market Rate or Fair Market Value cannot be reached, the Selling Shareholders and
PGA shall each appoint an  appraiser.  If the two  appraisers  agree on the Fair
Market Rate or Fair Market Value, that determination shall be conclusive. If the
two appraisers disagree they shall appoint a third appraiser whose determination
as to Fair Market Rate or Fair Market Value shall be conclusive and binding.  In
addition,  at any time  during  the lease  period,  PGA shall have the option to
lease  all or any  portion  of the  space  currently  not  leased  by PGA in the
Michigan Facility, subject to the rights of existing tenants, at the same rental
rate as then in effect for PGA.

            5.1.8 Ajay and SOTA shall have  negotiated and entered into an asset
purchase  agreement  under  which  Ajay  shall  acquire  the  assets of SOTA for
$650,000.

            5.1.9 Each of the Selling  Shareholders  shall have  entered  into a
non-compete agreement with PGA and Purchaser as provided in subsection 1.6.3.

            5.1.10  The  Selling  Shareholders  shall  cause PGA to enter into a
written  agreement  with Pro Golf Nevada LLC ("PG  Nevada") to provide  that the
royalty-free  arrangement  presently in effect shall continue until such time as
the Selling  Shareholders  in the  aggregate  own less than a 50% interest in PG
Nevada. A royalty of one percent shall be established for all sales of PG Nevada
upon the termination of the  royalty-free  arrangement if the new majority owner
elects to continue operating as a PGA franchise.

      Section  5.2  Conditions  to the  Obligations  of Ajay  Following  the Due
Diligence  Period.  The  obligation  of Ajay to  consummate  the Stock  Purchase
contemplated by this Agreement after the expiration of the Due Diligence  Period
shall be subject only to the  satisfaction  at or prior to the Effective Time of
the following conditions:

            5.2.1 Each of the  representations  and  warranties  of the  Selling
Shareholders  contained  in Article 3 shall be true and complete in all material
respects on the Closing Date.
<PAGE>

            5.2.2 Each of the covenants and obligations of Selling  Shareholders
to be performed at or before the  Effective  Time  pursuant to the terms of this
Agreement  shall have been duly performed in all material  respects at or before
the Effective Time.

            5.2.3 There shall have been no events or changes with respect to the
business of PGA or PGD occurring  subsequent  to the Due Diligence  Period which
would have a Material Adverse Effect on PGA or PGD, as applicable.

            5.2.4 No statute, rule, regulation,  executive order, decree, ruling
or injunction shall have been enacted,  entered,  promulgated or enforced by any
United States court or United States  governmental  authority  which  prohibits,
restrains, enjoins or restricts the consummation of the Stock Purchase.

            5.2.5 Ajay shall have received a  certificate  signed by each of the
Selling  Shareholders  certifying  compliance with subsections  5.2.1, 5.2.2 and
5.2.3 as of the Effective Time.

      Section  5.3  Conditions  to  the  Obligations  of  Selling   Shareholders
following the Due Diligence Period. The obligations of the Selling  Shareholders
to  consummate  the Stock  Purchase  contemplated  by this  Agreement  after the
expiration of the Due Diligence Period shall be subject only to the satisfaction
at or prior to the Effective Time of the following conditions:

            5.3.1 Each of the  representations  and warranties of Ajay contained
in Article 2 shall be true and complete in all material  respects on the Closing
Date.

            5.3.2 Each of the covenants and  obligations of Ajay to be performed
at or before the Effective  Time pursuant to the terms of this  Agreement  shall
have been duly  performed  in all material  respects at or before the  Effective
Time.

            5.3.3 No statute, rule, regulation,  executive order, decree, ruling
or injunction shall have been enacted,  entered,  promulgated or enforced by any
United States court or United States  governmental  authority  which  prohibits,
restrains, enjoins or restricts the consummation of the Stock Purchase.

            5.3.4 The Selling  Shareholders  shall have  received a  certificate
signed by an executive  officer of Ajay certifying  compliance with  subsections
5.3.1 and 5.3.2 as of the Effective Time.


                                    Article 6
                         Termination; Amendment; Waiver

      Section 6.1  Termination.  This  Agreement may be terminated and the Stock
Purchase may be abandoned by written  notice at any time prior to the  Effective
Time, only for the following reasons:
            6.1.1 By the Selling  Shareholders if Ajay fails to fund the Deposit
Escrow  within the time period  specified in subsection  1.7.2,  but only if the
termination election is made before the Deposit Escrow funds are deposited.

            6.1.2  By mutual written consent of Ajay and Selling
Shareholders.

            6.1.3 By either  Ajay or the  Selling  Shareholders  during  the Due
Diligence  Period if the  conditions  set forth in Section 5.1 of this Agreement
have not been satisfied.
<PAGE>

            6.1.4 By Ajay  following the Due  Diligence  Period but prior to the
Effective  Time,  only if the  conditions set forth in Section 5.2 have not been
satisfied.

            6.1.5 By the Selling Shareholders following the Due Diligence Period
but prior to the Effective Time, only if the conditions set forth in Section 5.3
have not been satisfied.

      Section 6.2 Effect of  Termination.  In the event of the  termination  and
abandonment  of this  Agreement  pursuant to Section 6.1, this  Agreement  shall
forthwith  become void and have no effect,  without any liability on the part of
any  party  hereto  or its  affiliates,  directors,  officers  or  stockholders,
provided  that  the  following  provisions  shall  survive  termination  of this
Agreement: subsection 4.3.3, regarding confidentiality;  Section 4.5, insofar as
any public announcement being made to announce termination of the Agreement; and
Section 6.3,  regarding  liquidated  damages and expenses.  Nothing contained in
this Section 6.2 shall  relieve any party from  liability for any breach of this
Agreement.

      Section 6.3  Liquidated Damages, Fees and Expenses.

            6.3.1 Following the Due Diligence Period, if Ajay shall fail, by the
Closing Date  specified in Section 1.3, to finalize or close the Stock  Purchase
provided for in this Agreement by failing to perform its obligations pursuant to
Section 1.7 and Section 1.8, even though the Selling  Shareholders  are prepared
and fully able to effect the Stock Purchase, then the full amount of the Deposit
Escrow funds ("Liquidated  Damages") shall be immediately due and deliverable to
the Selling  Shareholders on an equal basis. Ajay agrees that the payment of the
Deposit  Escrow  funds to the  Selling  Shareholders  as  Liquidated  Damages is
reasonable;  that actual damages to the Selling Shareholders would be impossible
to compute and that the amount of the  Liquidated  Damages does not constitute a
penalty.  As a condition to the  disbursement  of the Liquidated  Damages to the
Selling Shareholders, the Selling Shareholders shall execute and deliver to Ajay
a release  releasing Ajay from any further  monetary  obligations to the Selling
Shareholders for any reason in connection with a breach of or the termination of
this Agreement.

            6.3.2  Each  party to this  Agreement  shall  bear its own costs and
expenses in connection with the  negotiation of this Agreement and  consummation
of the Stock  Purchase  contemplated  hereunder.  The  expenses  of the  Selling
Shareholders   in  connection   with  this  Agreement  and  the  Stock  Purchase
contemplated  hereunder  shall  not be  paid  from  the  assets  of  the  Seller
Companies, except that the parties agree that (i) no more than $50,000 for legal
and accounting  fees directly  related to the  negotiation of this Agreement and
consummation of the Stock Purchase may be paid by the Seller Companies, and (ii)
such  additional  amounts as may be reasonable and necessary for the preparation
of  any  additional  Unaudited  Interim  Financial  Statements  contemplated  by
subsection  3.6.1 as  required  for SEC  reports  which are in  addition  to the
Audited Financial Statements, the Unaudited Interim Financial Statements for the
period from November 1, 1998 through February 28, 1999 and the Closing Financial
Statements (or any Unaudited Interim Financial Statements delivered which negate
the requirement for delivery of the Closing Financial Statements) may be paid by
the Seller Companies.

      Section 6.4  Amendment.  This  Agreement may be amended by action taken by
Ajay and Selling  Shareholders at any time before or after approval of the Stock
Purchase by the  stockholders of Ajay and Selling  Shareholders  (if required by
applicable  law) but, after any such approval,  no amendment shall be made which
requires the approval of such  stockholders  under  applicable  law without such
approval.  This  Agreement may not be amended except by an instrument in writing
signed on behalf of the parties hereto.
<PAGE>

      Section 6.5  Extension; Waiver.

            6.5.1 At any time prior to the Effective Time, each party hereto may
(i) extend the time for the  performance of any of the obligations or other acts
of any other  party;  (ii) waive any  inaccuracies  in the  representations  and
warranties of any other party contained  herein or in any document,  certificate
or writing  delivered  pursuant  hereto;  or (iii) waive compliance by any other
party with any of the agreements or conditions contained herein; provided, that,
any  agreement on the part of any party  hereto to any such  extension or waiver
shall be valid only if set forth in an instrument in writing signed on behalf of
such  party.  The  failure  of any  party  hereto to  assert  any of its  rights
hereunder shall not constitute a waiver of such rights.

            6.5.2 It is the intention of the parties to close the Stock Purchase
within 45 days after the date of  execution  of this  Agreement  (the  "Intended
Closing  Date");  provided,  however,  that the parties  agree that the Intended
Closing  Date will be  extended  automatically,  on a  day-for-day  basis to the
extent the Selling  Shareholders  deliver their disclosure  schedule as required
under Article 3, or any portion thereof or document to be included therewith, to
Ajay more than 15 days after the execution and delivery of this Agreement.


                                    Article 7
         Survival of Representations and Warranties; Indemnification

      Section  7.1  Survival  of  Representations  and  Warranties.  All  of the
representations  and warranties of the parties contained in this Agreement shall
survive  the  Closing  for a period of three  years  after the  Effective  Time;
provided, however, that all representations and warranties with respect to taxes
shall  survive  for  the  period  of time  which  is  equal  to the  statute  of
limitations  period any federal or state tax statute applicable to any liability
for  assessment  of taxes  covered  thereby.  Notice  of any  claim  under  this
provision must be given in writing before the expiration of the survival  period
but need not be  adjudicated  or otherwise  settled before the expiration of the
survival period.

      Section 7.2 Indemnity Agreements of the Selling Shareholders.  The Selling
Shareholders, jointly and severally, shall indemnify, defend, reimburse and hold
harmless  PGA,  PGD and  Ajay  from and  against  any and all  claims,  demands,
penalties, fines, liabilities,  obligations, losses, settlements, damages, costs
and expenses resulting from:

            7.2.1 Any  substantial  inaccuracy  in, or breach of,  any  material
representation  or warranty  made by, or  nonfulfillment  of any covenant on the
part of, the Selling Shareholders contained in this Agreement;
            7.2.2 Any misrepresentation in or omission from or nonfulfillment of
any  covenant on the part of the  Selling  Shareholders  contained  in any other
agreement,  certificate or other instrument furnished or to be furnished to Ajay
by them pursuant to this Agreement; and

            7.2.3  Reasonable fees and disbursement of counsel incident to
any of the foregoing.

      Section 7.3 Indemnity Agreements of Purchaser.  Purchaser shall indemnify,
defend,  reimburse and hold harmless the Selling  Shareholders  from and against
any and all claims, demands, penalties, fines, liabilities, obligations, losses,
settlements, damages, costs and expenses resulting from:

            7.3.1 Any  substantial  inaccuracy  in, or breach of,  any  material
representation or warranty or nonfulfillment of any covenant on the part of Ajay
contained in this Agreement;
<PAGE>

            7.3.2 Any misrepresentation in or omission from or nonfulfillment of
any covenant on the part of Ajay contained in any other  agreement,  certificate
or other instrument  furnished or to be furnished to the Selling Shareholders by
Ajay pursuant to this Agreement; and

            7.3.3  Reasonable fees and disbursement of counsel incident to
any of the foregoing.

      Section 7.4  Indemnification Procedure for Third Party Claims.

            7.4.1 Notice of Claim and Defense. The party seeking indemnification
under this  Article 7 shall give the party from whom  indemnification  is sought
prompt  written  notice of the  assertion of any third party claim of which said
party has knowledge  which is covered by the indemnity  agreements  set forth in
Section 7.2 or Section 7.3 and the party  obligated to indemnify  will undertake
the   defense   thereof  by   representatives   chosen  by  the  party   seeking
indemnification but acceptable to the party obligated to indemnify. If the party
obligated to indemnify,  within a reasonable  period of time after notice of any
such claim  fails to defend,  the party  seeking  indemnification  will have the
right to undertake the defense, compromise or settlement of such claim on behalf
of and for the account and risk of the party obligated to indemnify,  subject to
the right of the party  seeking  indemnification  to assume the  defense of such
claim  at any time  prior  to  settlement,  compromise  or  final  determination
thereof.

            7.4.2 Payment of Sums Due.  After any final  judgment or award shall
have been rendered by a court,  arbitration  board or  administrative  agency of
competent  jurisdiction,  or a settlement  shall have been  consummated,  or the
parties shall have arrived at a mutually binding agreement, with respect to each
separate third party claim indemnified by the party obligated to indemnify,  the
party seeking  indemnification shall forward to the party obligated to indemnify
notice of any sums due and owing (and the times  when due) by the party  seeking
indemnification  with respect to such claim and the party obligated to indemnify
shall pay such sums to the party seeking indemnification in cash, within 30 days
after  the date of such  notice  or,  if any such sums are due more than 90 days
after the date of such notice, ten days prior to the date each such sum is due.

      Section  7.5 Good Faith  Efforts to Settle  Disputes.  Each of the parties
agrees that, prior to commencing any litigation against the other concerning any
matter  with  respect  to  which  such  party   intends  to  claim  a  right  of
indemnification  in such proceeding,  such parties shall meet in a timely manner
and attempt in good faith to negotiate a settlement of such dispute during which
time such parties shall disclose to the others all relevant information relating
to such dispute.

      Section 7.6 Fees and Expenses. Notwithstanding any other provision in this
Article 7, in the event of any dispute or controversy,  the prevailing  party in
such dispute shall,  in addition to any other remedies the prevailing  party may
obtain in such  dispute,  be entitled to recover from the other party all of its
reasonable  legal  fees  and  out-of-pocket  costs  incurred  by such  party  in
enforcing or defending its rights hereunder,  excluding any costs incurred under
Section 7.5.

      Section 7.7 Litigation Support. If, and for so long as, any party actively
is  contesting  or  defending  against any action,  suit,  proceeding,  hearing,
investigation,  charge,  complaint,  claim, or demand in connection with (a) any
transaction  contemplated hereunder,  or (b) any fact, situation,  circumstance,
status,  condition,  activity,  practice,  plan,  occurrence,  event,  incident,
action,  failure  to act,  or  transaction  on or  prior to the  Effective  Time
involving  the  Seller  Companies,  the  other  party  will  cooperate  with the
contesting  or defending  party and its counsel in the contest or defense,  make
available its  personnel and provide such  testimony and access to its books and
records as shall be necessary in connection with the contest or defense,  all at
the sole cost and  expense of the  contesting  or  defending  party,  unless the
contesting or defending party is entitled to indemnification therefor under this
Article 7.
<PAGE>


                                    Article 8
                                  Miscellaneous

      Section 8.1 Entire Agreement;  Assignment.  This Agreement (a) constitutes
the entire  agreement  between  the parties  hereto with  respect to the subject
matter hereof and supersedes all other prior agreements and understandings  both
written and oral,  between the parties with respect to the subject matter hereof
and (b) shall not be assigned by operation of law or otherwise without the prior
written  consent  of the  parties,  which  consent  shall  not  be  unreasonably
withheld;  provided,  however,  that Ajay shall be  permitted  to assign its (i)
rights under this  Agreement to its lender in  connection  with the financing of
the Stock Purchase and any refinancing thereof at a later date, if any; and (ii)
its rights and  obligations  under this  Agreement to a  subsidiary  in order to
effect the Stock Purchase through a newly formed subsidiary.

      Section 8.2 Parties in Interest.  This Agreement shall be binding upon and
inure  solely  to the  benefit  of each  party  hereto  and its  successors  and
permitted  assigns,  and except as  provided  in , Section  8.1  nothing in this
Agreement,  express or implied,  is  intended to or shall  confer upon any other
person any rights,  benefits or  remedies of any nature  whatsoever  under or by
reason of this Agreement.

      Section  8.3  Construction.  If an  ambiguity  or a question  of intent or
interpretation  arises,  this Agreement shall be construed as if drafted jointly
by the parties  and no  presumption  or burden of proof shall arise  favoring or
disfavoring  any party by virtue of the  authorship of any of the  provisions of
this Agreement. Any reference to any federal, state, local or foreign statute or
law shall be  deemed  also to refer to all  rules  and  regulations  promulgated
thereunder,  unless the context requires  otherwise.  The word "including" shall
mean including without limitation.  The parties intend that each representation,
warranty and covenant contained herein have independent significance.

      Section  8.4  Validity.  If  any  provision  of  this  Agreement,  or  the
application  thereof  to  any  person  or  circumstance,   is  held  invalid  or
unenforceable,  the remainder of this  Agreement,  and the  application  of such
provision to other persons or circumstances,  shall not be affected thereby, and
to such end, the provisions of this Agreement are agreed to be severable.

      Section 8.5 Notices.  All  notices,  requests,  claims,  demands and other
communications  hereunder  shall be in writing  and shall be given (and shall be
deemed to have been duly given upon receipt) by delivery in person, by facsimile
or by registered or certified mail (postage prepaid,  return receipt requested),
to each other party as follows:

      If to PGA or the Selling Shareholders:

            Robert Sage
            Harbur Island - Cutter Sound
            2444 SW Island Creek Trail
            Palm City, Florida 34990

            with copies to:

            Alan R. Miller, Esq.
            370 East Maple Road
            Fourth Floor
            Birmingham, Michigan 48009
            (248) 644-8910         Fax (248) 644-1537
<PAGE>

            And

            The Jack London Revocable Trust
            c/o Jack London
            2343 Vallecitos
            La Jolla, CA 92037
            (619) 459-0241     Fax (619) 551-0716

      if to Purchaser:

            Thomas W. Itin, President
            Ajay Sports, Inc.
            7001 Orchard Lake Road, Suite 424
            West Bloomfield, MI 48322-3608
            (248) 851-5651     Fax (248) 851-9080

            With copies to:

            Clarence H. Yahn, Chief Operating Officer
            Ajay Sports, Inc.
            1501 E. Wisconsin Street
            Delavan, WI 53115
            (414) 728-5521    Fax (414) 728-8119

            And

            Mary M. Maikoetter, Esq.
            609 E. Speer Blvd., Suite 300
            Denver, CO 80203
            (303) 744-3580    Fax (303) 744-3050

or to such  other  address  as the  person  to whom  notice  is  given  may have
previously furnished to the others in writing in the manner set forth above.

      Section  8.6  Governing  Law.  This  Agreement  shall be  governed  by and
construed in accordance  with the laws of the State of Michigan,  without regard
to the principles of conflicts of law thereof.

      Section 8.7  Descriptive  Headings.  The  descriptive  headings herein are
inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Agreement.

      Section 8.8  Certain Definitions.  For the purposes of this
Agreement, the term:

            8.8.1  "affiliate"  means  (except as otherwise  provided in Section
3.18) a person that directly or indirectly,  through one or more intermediaries,
controls, is controlled by, or is under common control with, the first mentioned
person;

            8.8.2  "business day" means any day other than a day on which
Nasdaq is closed;
<PAGE>

            8.8.3  "capital   stock"  means  common  stock,   preferred   stock,
partnership  interests,  limited  liability company interests or other ownership
interests entitling the holder thereof to vote with respect to matters involving
the issuer thereof;

            8.8.4  "knowledge" or "known"  means,  with respect to any matter in
question,  if an executive officer of Purchaser,  PGA or any PGA Subsidiary,  as
the case may be, has actual knowledge of such matter;

            8.8.5  "person"  means  an  individual,  corporation,   partnership,
limited liability company,  association,  trust,  unincorporated organization or
other legal entity; and

            8.8.6 "subsidiary" or "subsidiaries" of PGA, Purchaser, or any other
person,   means  any  corporation,   partnership,   limited  liability  company,
association,  trust,  unincorporated  association or other legal entity of which
PGA,  Purchaser,  or any such other person,  as the case may be (either alone or
through or together with any other  subsidiary),  owns,  directly or indirectly,
50% or more of the capital stock, the holders of which are generally entitled to
vote for the election of the board of directors or other  governing body of such
corporation or other legal entity.

      Section 8.9 Specific Performance. The parties hereby acknowledge and agree
that the failure of any party to perform its agreements and covenants hereunder,
including  its failure to take all actions as are  necessary  on its part to the
consummation of the Stock Purchase,  will cause irreparable  injury to the other
parties for which damages,  even if available,  will not be an adequate  remedy.
Accordingly,  each party hereby consents to the issuance of injunctive relief by
any court of  competent  jurisdiction  to  compel  performance  of such  party's
obligations  and to the  granting  by  any  court  of  the  remedy  of  specific
performance  of its  obligations  hereunder;  provided,  however,  that,  if the
Selling  Shareholders are entitled to receive the Liquidated Damages pursuant to
subsection  6.3.1 of  Section  6.3,  they  shall  not be  entitled  to  specific
performance to compel the consummation of the Stock Purchase.

      Section 8.10 Counsel.  Each party  represents to the other parties that he
or it has consulted  with his or its legal counsel to the extent he or it deemed
necessary or advisable and that he or it understands the terms and provisions of
this Agreement, agrees that such terms and provisions are fair and reasonable as
negotiated and has voluntarily entered into, signed and delivered this Agreement
to the other parties. The Selling  Shareholders  acknowledge that Alan R. Miller
and Alan R. Miller P.C. has solely  represented  PGA and PGD in connection  with
the  negotiation  and  consummation  of the  transaction  contemplated  by  this
Agreement.

      Section  8.11  Counterparts/Facsimile  Delivery.  This  Agreement  and any
subsequent amendments may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the
same agreement.  This Agreement and any subsequent  amendments may be signed and
delivered by facsimile transmission,  which delivery shall have the same binding
effect as delivery of the document  containing  the original  signature.  At the
request of any party,  any document  delivered by facsimile  signature  shall be
followed by or re-executed by all parties in an original form;  provided,  that,
the failure of any party to do so will not invalidate the signature delivered by
facsimile transmission.
<PAGE>

      In Witness  Whereof,  each of the parties has caused this  Agreement to be
duly executed on its behalf as of the day and year first above written.

                                          AJAY SPORTS, INC.

                                          By: /s/ Thomas W. Itin
                                             -----------------------------
                                               Thomas W. Itin, President

                                          PRO GOLF OF AMERICA, INC.

                                          By:   /s/ Robert Sage
                                              -----------------------------
                                                Robert Sage, President

                                          SELLING SHAREHOLDERS:

                                           /s/ Robert Sage
                                          -----------------------------
                                          Robert Sage

                                          The Jack London Revocable Trust

                                          By:  /s/ Jack London
                                             ----------------------------
                                          By:  Jack London, Trustee