GUARANTY


            1. CONTINUING GUARANTY. For good and valuable consideration,  Thomas
W. Itin ("Guarantor") absolutely and unconditionally guarantees to United States
National Bank of Oregon  ("Bank") and its successors  and assigns,  the full and
prompt  payment and  performance  of each and every  payment  obligation of Ajay
Sports, Inc. ("Borrower"), under the promissory note in the amount of $2,340,000
dated as of July 14,  1997 (the  "Note"),  between  Borrower  and Bank,  and all
liabilities, direct or contingent, joint, several, or independent arising out of
or in conjunction therewith,  including interest,  reasonable attorney fees, and
other costs and expenses  paid or incurred by Bank in enforcing its rights under
the Note (the "Indebtedness").  Notwithstanding anything to the contrary in this
Guaranty,  the liability of Guarantor  under this Guaranty  shall not exceed the
principal sum of $1,000,000, but shall include amounts in excess of such sum for
accrued  interest  on any  such  sum due  hereunder  (calculated  at the rate of
interest in effect under the Note at the time in question)  after demand and for
expenses  due  pursuant  to  Section   9(d)  of  this   Guaranty.   Furthermore,
notwithstanding  anything in this Guaranty to the contrary, Bank may not proceed
hereunder  against Guarantor unless Borrower fails to make a payment required by
the Note, Bank gives Borrower and Guarantor written notice of Borrower's failure
to make such payment,  and the payment is not received by Bank within 30 days of
the date of such  written  notice.  Bank  agrees  that it shall  not  accelerate
Borrower's  obligations  under  the Note  following  the first  uncured  payment
default  thereunder,  but may do so  immediately  after any  subsequent  uncured
payment default. The fact that Bank may accelerate Borrower's  obligations under
the Note only in accordance  with the preceding  sentence does not preclude Bank
from proceeding  against Guarantor before  accelerating  Borrower's  obligations
under the Note with respect to any payment or payments that  Borrower  failed to
make as  required  by the Note on the  terms  and  conditions  set forth in this
Guaranty.

            2. NATURE OF GUARANTY.  Guarantor's  liability  under this  Guaranty
shall be open and  continuous  for so long as this  Guaranty  remains  in force.
Guarantor  intends to guarantee at all times the  performance and prompt payment
when due,  whether at  maturity  or earlier  by reason of  acceleration,  of all
Indebtedness (provided, however, that Guarantor's liability hereunder is subject
to the limitations specified in paragraph 1 of this Guaranty).  No payments made
upon the  Indebtedness  will discharge or diminish the  continuing  liability of
Guarantor in connection with any remaining portions of the Indebtedness,  or any
of the  Indebtedness  that  subsequently  arises or is  thereafter  incurred  or
contracted  (provided,  however, that Guarantor's liability hereunder is subject
to the limitations specified in paragraph 1 of this Guaranty).

            3. DURATION OF GUARANTY.  This Guaranty will take effect on the date
hereof  without  the  necessity  of any  acceptance  by Bank,  or any  notice to
Guarantor or to Borrower,  and will  continue in full force until the earlier of
(a) such time that all  Indebtedness  shall have been fully and finally paid and
satisfied,  or (b)  such  time  that  Guarantor  shall  have  paid  the  maximum
limitation  on  his  obligation  hereunder  specified  in  paragraph  1 of  this
Guaranty. Release of any other guarantor or termination of any other guaranty of
the  Indebtedness  shall not  affect  the  liability  of  Guarantor  under  this
Guaranty.

            4.  GUARANTOR'S  AUTHORIZATION TO BANK.  Guarantor  authorizes Bank,
without notice or demand and without lessening  Guarantor's liability under this
Guaranty,  from  time  to  time:  (a)  to  alter,  compromise,   renew,  extend,
accelerate,  or  otherwise  change the time for  payment  or other  terms of the
Indebtedness  or any part of the  Indebtedness,  including  but not  limited  to
increases  and  decreases  of the  rate  of  interest  on the  Indebtedness  and
extensions  that may be repeated  and may be for longer than the  original  loan
term;  (b) to take and hold  security  for the  payment of this  Guaranty or the
Indebtedness,  and exchange,  enforce, waive, fail or decide not to perfect, and
release any such security,  with or without the  substitution of new collateral;
(c) to  release,  substitute,  agree not to sue, or deal with any one or more of
Borrower's  sureties,  endorsers,  or other  guarantors  on any  terms or in any
manner Bank may choose;  (d) to  determine  how,  when and what  application  of
payments  and  credits  shall be made on the  Indebtedness;  (e) to  apply  such
security  and  direct  the order or manner of sale  thereof,  including  without
limitation,  any  nonjudicial  sale  permitted  by the terms of the  controlling
security  agreement,  mortgage or deed of trust,  as Bank may determine;  (f) to
sell,  transfer,  assign,  or  grant  participations  in all or any  part of the
Indebtedness  to a bank,  a financial  institution,  an  insurance  company,  an
institutional  lender,  or an  institutional  investor;  and  (g) to  assign  or
transfer this  Guaranty in whole or in part to a bank, a financial  institution,
an insurance company, an institutional lender, or an institutional investor.

            5. GUARANTOR'S REPRESENTATIONS AND WARRANTIES.  Guarantor represents
and warrants  that (a) no  representations  or  agreements of any kind have been
made to  Guarantor  by Bank that would  limit or qualify in any way the terms of
this Guaranty;  (b) until the  Indebtedness  is repaid in full, on and after the
date of this Guaranty  Guarantor will not,  without the prior written consent of
Bank, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose
of all or substantially all of Guarantor's assets; (c) Guarantor will provide to
Bank such financial and credit information as may be requested by Bank, and such
financial information provided will be true and correct in all material respects
and will fairly  present the  financial  condition  of Guarantor as of the dates
thereof;  and (d) Guarantor has adequate  means of obtaining  from Borrower on a
continuing basis information regarding Borrower's financial condition. Guarantor
agrees to keep  adequately  informed  from such means of any facts,  events,  or
circumstances  that  might  in any  way  affect  Guarantor's  risks  under  this
Guaranty,  and  Guarantor  further  agrees that Bank shall have no obligation to
disclose to  Guarantor  any  information  or  documents  acquired by Bank in the
course of its relationship with Borrower.

            6.  GUARANTOR'S  WAIVERS.  Except as prohibited  by applicable  law,
Guarantor  waives any right to require Bank (a) to continue  lending money or to
extend other credit to Borrower; (b) to make any presentment,  protest,  demand,
or notice of any kind,  including  notice of any nonpayment of the  Indebtedness
(except as specified in the third  sentence of paragraph 1 of this  Guaranty) or
of any  nonpayment  related  to any  collateral,  or  notice  of any  action  or
nonaction  on the part of  Borrower,  Bank,  or any surety,  endorser,  or other
guarantor  in  connection  with  the  Indebtedness,  or in  connection  with the
creation of new or additional loans or obligations; (c) to resort for payment or
to proceed directly or immediately against any person, including Borrower or any
other guarantor;  (d) to proceed directly against or exhaust any collateral held
by Bank  from  Borrower,  any  other  guarantor,  or any  other  person;  (e) to
marshall,  or otherwise  proceed against  collateral in any particular order; or
(f) to pursue any other remedy within the power of Bank.

            Guarantor  also  waives  any and all rights or  defenses  arising by
reason of (a) any "one  action" or  "anti-deficiency"  law or any other law that
may prevent  Bank from  bringing any action,  including a claim for  deficiency,
against Guarantor, before or after the commencement or completion by Bank of any
foreclosure action, either judicially or by exercise of a power of sale; (b) any
election of  remedies  by Bank that  destroys  or  otherwise  adversely  affects
Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower
for reimbursement,  including without  limitation,  any loss of rights Guarantor
may  suffer  by reason  of any law  limiting,  qualifying,  or  discharging  the
Indebtedness;  (c) any  disability  or other  defense of Borrower,  of any other
guarantor,  or of any other person,  or by reason of the cessation of Borrower's
liability  from  any  cause  whatsoever,  other  than  payment  in  full  of the
Indebtedness;  (d) any right to claim discharge of the Indebtedness on the basis
of  unjustified  impairment  of any  collateral  for the  Indebtedness;  (e) any
statute  of  limitations,  if at any time any  action  or suit  brought  by Bank
against Guarantor is commenced there is outstanding  Indebtedness of Borrower to
Bank that is not barred by any applicable  statute of  limitations;  and (f) any
defenses  given to guarantors  at law or in equity other than actual  payment of
the  Indebtedness.  If  payment  is made by  Borrower,  whether  voluntarily  or
otherwise,  or by any third party,  on the  Indebtedness  and thereafter Bank is
required  to (or in good faith  agrees  to) remit the amount of that  payment to
Borrower's  trustee in bankruptcy or to any similar  person under any federal or
state bankruptcy law or law for the relief of debtors, the Indebtedness shall be
considered unpaid for the purpose of enforcement of this Guaranty.

            Guarantor  further  waives  and agrees not to assert or claim at any
time any deductions to the amount  guaranteed  under this Guaranty for any claim
of setoff,  counterclaim,  counter demand,  recoupment or similar right, whether
such claim, demand, or right may be asserted by Borrower, Guarantor, or both.

            7.  GUARANTOR'S  UNDERSTANDING  WITH  RESPECT TO WAIVERS.  Guarantor
warrants  and  agrees  that each of the  waivers  set  forth  above is made with
Guarantor's  full knowledge of its significance and consequences and that, under
the circumstances,  the waivers are reasonable and not contrary to public policy
or law. If any such waiver is determined to be contrary to any applicable law or
public policy,  such waiver shall be effective  only to the extent  permitted by
law or public policy.

            8. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR.  Guarantor agrees
that the Indebtedness, whether now existing or hereafter created, shall be prior
to any claim that Guarantor may now have or hereafter  acquire against Borrower,
whether  or  not  Borrower   becomes   insolvent.   Guarantor  hereby  expressly
subordinates any claim Guarantor may have against Borrower  (including,  but not
limited to, any claim arising out of or resulting  from any payment by Guarantor
to Bank  hereunder)  to any  claim  that  Bank or  Wells  Fargo  Bank,  National
Association may now or hereafter have against  Borrower.  If Guarantor  receives
any money or property from Borrower for  application to any claim that Guarantor
has or hereafter may have against  Borrower,  Guarantor  will hold such money or
property in trust for Bank and promptly after receipt thereof shall deliver such
money or property to Bank for application to the  Indebtedness.  In the event of
insolvency  and  consequent  liquidation  of the  assets  of  Borrower,  through
bankruptcy,  by an  assignment  for  the  benefit  of  creditors,  by  voluntary
liquidation,  or otherwise,  the assets of Borrower applicable to the payment of
the claims of both Guarantor and Bank shall be paid to Bank and shall be applied
to the Indebtedness.  Guarantor hereby assigns to Bank all claims that Guarantor
may have or acquire  against  Borrower  or against  any  assignee  or trustee in
bankruptcy  of  Borrower;  provided  however,  that  such  assignment  shall  be
effective only for the purpose of assuring full payment of the Indebtedness.

            9.  MISCELLANEOUS.  The following miscellaneous provisions are a
part of this Guaranty:

      (a) Amendments.  This Guaranty  constitutes the entire  understanding  and
      agreement of the parties as to the matters set forth herein. No alteration
      of or  amendment  to this  Guaranty  shall be  effective  unless  it is in
      writing  and signed by the party or parties  sought to be charged or bound
      by the alteration or amendment.

      (b)  Applicable Law.  This Guaranty shall be governed by and construed
      in accordance with the laws of the state of Oregon, without regard to
      principles of conflicts of law.

      (c)  Arbitration.  Either Bank or Guarantor may require that all disputes,
      claims,  counterclaims,  and defenses, including those based on or arising
      from any  alleged  tort  (collectively  referred  to  below  as  "Claims")
      relating in any way to this  Guaranty,  or any  transaction  of which this
      Guaranty is a part, be settled by binding arbitration in Portland,  Oregon
      in  accordance  with the  Commercial  Arbitration  Rules  of the  American
      Arbitration Association and Title 9 of the U.S. Code.  Notwithstanding the
      reference to the American  Arbitration  Association rules in the preceding
      sentence, the American Arbitration Association shall not be involved in or
      administer  the  arbitration   (unless  the  parties  otherwise  agree  in
      writing).  Rather,  within 30 days of the date of a request  or demand for
      arbitration  of any dispute or Claims  hereunder,  the parties shall agree
      upon a  mutually  acceptable  arbitrator  (and,  if  they  are  unable  or
      unwilling to do so, an arbitrator  shall be appointed  pursuant to 9 USC '
      5). All Claims will be subject to the statutes of limitation applicable if
      they  were  litigated.   This  provision  is  void  if  arbitration  would
      jeopardize Bank's ability to proceed against collateral located outside of
      Oregon,  or if the effect of the arbitration  procedure (as opposed to any
      Claims of  Guarantor)  would be to  materially  impair  Bank's  ability to
      realize on any collateral  securing the Note. One neutral  arbitrator will
      decide all  issues.  The  arbitrator  will be an active  Oregon  State Bar
      member  in  good  standing.  All  arbitration  hearings  will  be  held in
      Portland,  Oregon.  In addition to all other powers,  the arbitrator shall
      have the  exclusive  right  to  determine  all  issues  of  arbitrability.
      Judgment  on any  arbitration  award  may be  entered  in any  court  with
      jurisdiction.  Each  party has the  right  before,  during,  and after any
      arbitration to exercise any number of the following remedies, in any order
      or concurrently:

            (i)   Setoff,

            (ii)  Self-help repossession,

            (iii) Judicial or nonjudicial foreclosure against real or
      personal property collateral, or

            (iv)  Provisional  remedies,  including  injunction,  appointment of
      receiver, attachment, claim and delivery, and replevin.

      This  arbitration  clause  cannot be  modified  or waived by either  party
      except in writing, which writing must refer to this arbitration clause and
      be signed by both Bank and Guarantor.

      (d) Expenses.  Guarantor  agrees to pay upon demand all costs and expenses
      of Bank, including reasonable legal expenses,  incurred in connection with
      the enforcement of this Guaranty.

      (e)  Notices.  All  notices  required to be given party to the other under
      this Guaranty shall be in writing and,  except for  revocation  notices by
      Guarantor, shall be effective when actually delivered or when deposited in
      the United  States mail,  first class  postage  prepaid,  addressed to the
      party to whom the notice is to be given at the  address  shown below or to
      such  other  addresses  as  either  party  may  designate  to the other in
      writing:

            If to Bank:             United States National Bank of Oregon
                                    111 S.W. Fifth Avenue (T-8)
                                    Portland, Oregon  97204
                                    Attention:  Betty J. Kinoshita

            With copies to:         Miller, Nash, Wiener, Hager & Carlsen LLP
                                    3500 U. S. Bancorp Tower
                                    111 S.W. Fifth Avenue
                                    Portland, Oregon  97204-3699
                                    Attention:  Louis G. Henry

            If to Guarantor:        Thomas W. Itin
                                    Suite 424
                                    7001 Orchard Lake Road
                                    Bloomfield, Michigan  48233

            With copies to:         Friedlob, Sanderson, Raskin,
                                    Paulson & Tourtillott, LLC
                                    1400 Glenarm Place, Suite 300
                                    Denver, Colorado  80202
                                    Attention:  Gerald Raskin


      (f) Interpretation.  The words "Guarantor," "Borrower," and "Bank" include
      the  respective  successors,  assigns,  and  transferees  of each of them;
      provided,   however,   that  Guarantor  may  not  assign  his  obligations
      hereunder.  Caption headings in this Guaranty are for convenience purposes
      only and are not to be used to interpret or define the  provisions of this
      Guaranty. If a court of competent jurisdiction finds any provision of this
      Guaranty to be invalid or  unenforceable as to any person or circumstance,
      such finding shall not render that provision  invalid or  unenforceable as
      to any other persons or circumstances, and all provisions of this Guaranty
      in all other respects shall remain valid and enforceable.

      (g) Waiver.  Bank shall not be deemed to have waived any rights under this
      Guaranty  unless such  waiver is given in writing  and signed by Bank.  No
      delay  or  omission  on the part of Bank in  exercising  any  right  shall
      operate as a waiver of such right or any other  right.  No prior waiver by
      Bank,  nor any  course  of  dealing  between  Bank  and  Guarantor,  shall
      constitute a waiver of any of the rights of Bank or of any of  Guarantor's
      obligations as to any future transactions. Whenever the consent of Bank is
      required under this Guaranty, the granting of such consent in any instance
      shall not constitute continuing consent to subsequent instances where such
      consent is required.

      (h)  Statutory  Notice.  By Oregon  statute (ORS  41.580),  the  following
      disclosure is required:  UNDER OREGON LAW, MOST  AGREEMENTS,  PROMISES AND
      COMMITMENTS  MADE BY LENDERS AFTER OCTOBER 3, 1989,  CONCERNING  LOANS AND
      OTHER CREDIT  EXTENSIONS WHICH ARE NOT FOR PERSONAL,  FAMILY, OR HOUSEHOLD
      PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING,
      EXPRESS CONSIDERATION, AND BE SIGNED BY THE LENDER TO BE ENFORCEABLE.

DATED this 14th day of July, 1997.

GUARANTOR:

------------------------------------
Thomas W. Itin



Also executed by Bank to document its agreement to the arbitration provisions of
Section 9(c) of this Guaranty.

UNITED STATES NATIONAL BANK OF OREGON


By:
      Betty J. Kinoshita
      Vice President

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