Guaranty



As of June ___, 1999, the undersigned,  for value received,  unconditionally and
absolutely   guarantee(s)  to  Comerica  Bank  ("Bank"),   a  Michigan   banking
corporation,  payment when due, whether by stated maturity, demand, acceleration
or otherwise,  of all existing and future  indebtedness  ("Indebtedness") to the
Bank of Pro Golf  International,  Inc.,  a  Delaware  corporation  ("Borrower").
Indebtedness  includes  without limit any and all  obligations or liabilities of
the Borrower to the Bank,  whether  absolute or contingent,  direct or indirect,
voluntary or involuntary, liquidated or unliquidated, joint or several, known or
unknown; any and all indebtedness, obligations or liabilities for which Borrower
would  otherwise  be  liable  to the  Bank  were  it  not  for  the  invalidity,
irregularity or unenforceability of them by reason of any bankruptcy, insolvency
or  other  law or  order  of any  kind,  or for any  other  reason;  any and all
amendments,  modifications,  renewals and/or extensions of any of the above; and
all costs of collecting Indebtedness,  including,  without limit, attorney fees.
Any  reference in this  Guaranty to attorney fees shall be deemed a reference to
reasonable  fees,  charges,  costs and  expenses  of both  in-house  and outside
counsel and  paralegals,  whether or not a suit or action is instituted,  and to
court  costs if a suit or action is  instituted,  and whether  attorney  fees or
court costs are incurred at the trial court level,  on appeal,  in a bankruptcy,
administrative  or probate  proceeding or otherwise.  All costs shall be payable
immediately by the undersigned  when incurred by the Bank,  without demand,  and
until paid shall bear interest a the highest per annum rate applicable to any of
the Indebtedness, but not in excess of the maximum rate permitted by law.

1.   LIMITATION:  The total obligation of the undersigned under this Guaranty is
     UNLIMITED unless specifically limited in the Additional  Provisions of this
     Guaranty,  and this obligation  (whether unlimited or limited to the extent
     specified in the Additional  Provisions) shall include,  IN ADDITION TO any
     limited  amount of  principal  guaranteed,  all  interest  on that  limited
     amount,  and all costs incurred by the Bank in collection  efforts  against
     the Borrower  and/or the  undersigned or otherwise  incurred by the Bank in
     any way relating to the Indebtedness,  or this Guaranty,  including without
     limit  attorney  fees. The  undersigned  agree(s) that (a) this  limitation
     shall not be a limitation on the amount of Borrower's  Indebtedness  to the
     Bank;  (b) any  payments  by the  undersigned  shall not reduce the maximum
     liability of the  undersigned  under this Guaranty unless written notice to
     that effect is  actually  received by the Bank at, or prior to, the time of
     the payment;  and (c) the liability of the undersigned to the Bank shall at
     all times be deemed to be the aggregate  liability of the undersigned under
     this Guaranty and any other guaranties  previously or subsequently given to
     the  Bank  by the  undersigned  and  not  expressly  revoked,  modified  or
     invalidated in writing.

2.   NATURE OF  GUARANTY:  This is a  continuing  Guaranty of payment and not of
     collection and remains  effective  whether the Indebtedness is from time to
     time  reduced  and  later  increased  or  entirely  extinguished  and later
     reincurred.  The  undersigned  deliver(s) this Guaranty based solely on the
     undersigned's independent investigation of (or decision not to investigate)
     the  financial  condition  of  Borrower  and is (are)  not  relying  on any
     information   furnished  by  the  Bank.  The  undersigned   assume(s)  full
     responsibility  for  obtaining  any  further  information   concerning  the
     Borrower's financial condition, the status of the Indebtedness or any other
     matter  which the  undersigned  may deem  necessary or  appropriate  now or
     later.  The  undersigned   knowingly  accept(s)  the  full  range  of  risk
     encompassed in this  Guaranty,  which risk  includes,  without  limit,  the
     possibility  that  Borrower  may incur  Indebtedness  to the Bank after the
     financial condition of the Borrower, or the Borrower's ability to pay debts
     as they mature, has deteriorated.
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3.   APPLICATION OF PAYMENTS:  The  undersigned  authorize(s)  the Bank,  either
     before or after  termination of this Guaranty,  without notice to or demand
     on the undersigned and without affecting the undersigned's  liability under
     this Guaranty,  from time to time to: (a) apply any security and direct the
     order or manner of sale; and (b) apply  payments  received by the Bank from
     the Borrower to any indebtedness of the Borrower to the Bank, in such order
     as the Bank shall  determine  in its sole  discretion,  whether or not this
     indebtedness is covered by this Guaranty,  and the undersigned waive(s) any
     provision  of  law  regarding   application  of  payments  which  specifies
     otherwise.  The  undersigned  agree(s) to provide to the Bank copies of the
     undersigned's financial statements upon request.

4.   SECURITY:  The undersigned  grant(s) to the Bank a security interest in and
     the right of setoff as to any and all  property of the  undersigned  now or
     later in the possession of the Bank. The undersigned  further  assign(s) to
     the Bank as collateral for the  obligations of the  undersigned  under this
     Guaranty  all claims of any nature  that the  undersigned  now or later has
     (have) against the Borrower  (other than any claim under a deed of trust or
     mortgage covering  California real property) with full right on the part of
     the Bank, in its own name or in the name of the undersigned, to collect and
     enforce  these  claims.  The  undersigned  agree(s) that no security now or
     later held by the Bank for the payment of any  Indebtedness,  whether  from
     the Borrower, any guarantor,  or otherwise,  and whether in the nature of a
     security interest, pledge, lien, assignment, setoff, suretyship,  guaranty,
     indemnity,   insurance  or  otherwise,  shall  affect  in  any  manner  the
     unconditional  obligation of the undersigned  under this Guaranty,  and the
     Bank,  in its sole  discretion,  without  notice  to the  undersigned,  may
     release,  exchange,  enforce and otherwise  deal with any security  without
     affecting in any manner the  unconditional  obligation  of the  undersigned
     under this Guaranty.  The undersigned  acknowledge(s) and agree(s) that the
     Bank has no  obligation  to  acquire  or  perfect  any lien on or  security
     interest in any asset(s),  whether realty or personalty,  to secure payment
     of the  Indebtedness,  and the  undersigned  is (are) not relying  upon any
     asset(s) in which the Bank has or may have a lien or security  interest for
     payment of the Indebtedness.

5.   OTHER  GUARANTORS:  If any  Indebtedness  is  guaranteed  by  two  or  more
     guarantors,  the  obligation of the  undersigned  shall be several and also
     joint, each with all and also each with any one or more of the others,  and
     may be enforced at the option of the Bank against each  severally,  any two
     or more jointly, or some severally and some jointly.  The Bank, in its sole
     discretion,  may  release  any  one or  more  of  the  guarantors  for  any
     consideration which it deems adequate, and may fail or elect not to prove a
     claim  against  the  estate  of any  bankrupt,  insolvent,  incompetent  or
     deceased  guarantor;  and after that, without notice to any guarantor,  the
     Bank may  extend  or  renew  any or all  Indebtedness  and may  permit  the
     Borrower to incur additional Indebtedness,  without affecting in any manner
     the unconditional obligation of the remaining guarantor(s). The undersigned
     acknowledge(s)  that the  effectiveness of this Guaranty is not conditioned
     on any or all of the indebtedness being guaranteed by anyone else.



<PAGE>




6.   TERMINATION:  Any of the undersigned may terminate their  obligation  under
     this Guaranty as to future Indebtedness  (except as provided below) by (and
     only by) delivering written notice of termination to an officer of the Bank
     and  receiving  from an  officer  of the Bank  written  acknowledgement  of
     delivery;  provided,  however, the termination shall not be effective until
     the opening of business on the fifth (5th) day ("effective date") following
     written  acknowledgement  of delivery.  Any termination shall not affect in
     any  way  the  unconditional  obligations  of the  remaining  guarantor(s),
     whether or not the termination is known to the remaining guarantor(s).  Any
     termination  shall not affect in any way the  unconditional  obligations of
     the  terminating  guarantor(s)  as to  any  Indebtedness  existing  at  the
     effective  date of  termination  or any  Indebtedness  created  after  that
     pursuant  to any  commitment  or  agreement  of the Bank or pursuant to any
     Borrower loan with the Bank existing at the effective  date of  termination
     (whether  advances or readvances  by the Bank after the  effective  date of
     termination are optional or obligatory),  or any modifications,  extensions
     or renewals of any of this  Indebtedness,  whether in whole or in part, and
     as to all of this Indebtedness and modifications, extensions or renewals of
     it, this Guaranty shall continue  effective  until the same shall have been
     fully  paid.  The Bank has no duty to give  notice  of  termination  by any
     guarantor(s) to any remaining guarantor(s). The undersigned shall indemnify
     the Bank  against  all  claims,  damages,  costs and  expenses,  including,
     without limit,  attorney fees,  incurred by the Bank in connection with any
     suit,  claim or action against the Bank arising out of any  modification or
     termination  of a  Borrower  loan or any  refusal  by the  Bank  to  extend
     additional credit in connection with the termination of this Guaranty.

7.   REINSTATEMENT: Notwithstanding any prior revocation, termination, surrender
     or discharge of this Guaranty (or of any lien,  pledge or security interest
     securing  this  Guaranty) in whole or in part,  the  effectiveness  of this
     Guaranty,  and of all liens,  pledges and security  interests securing this
     Guaranty,  shall automatically  continue or be reinstated in the event that
     any  payment  received  or  credit  given  by the  Bank in  respect  of the
     Indebtedness is returned, disgorged or rescinded under any applicable state
     or  federal  law,  including,   without  limitation,   laws  pertaining  to
     bankruptcy  or  insolvency,  in which  case this  Guaranty,  and all liens,
     pledges and security interests securing this Guaranty, shall be enforceable
     against the undersigned as if the returned,  disgorged or rescinded payment
     or credit had not been  received  or given by the Bank,  and whether or not
     the Bank  relied upon this  payment or credit or changed its  position as a
     consequence of it. In the event of  continuation or  reinstatement  of this
     Guaranty  and the liens,  pledges and security  interests  securing it, the
     undersigned agree(s) upon demand by the Bank, to execute and deliver to the
     Bank those  documents  which the Bank determines are appropriate to further
     evidence  (in  the  public  records  or  otherwise)  this  continuation  or
     reinstatement,  although the failure of the  undersigned to do so shall not
     affect in any way the  reinstatement  or  continuation.  If the undersigned
     do(es) not execute and deliver to the Bank upon demand such documents,  the
     Bank and each Bank officer is irrevocably  appointed (which  appointment is
     coupled with an interest) the true and lawful  attorney of the  undersigned
     (with full power of  substitution) to execute and deliver such documents in
     the name and on behalf of the undersigned.
<PAGE>

8.   WAIVERS:  The  undersigned  waive(s)  any right to require the Bank to: (a)
     proceed against any person or property;  (b) give notice of the terms, time
     and place of any public or private sale of personal  property security held
     from the  Borrower  or any  other  person,  or  otherwise  comply  with the
     provisions  of Section  9-504 of the Michigan or other  applicable  Uniform
     Commercial  Code; or (c) pursue any other remedy in the Bank's  power.  The
     undersigned waive(s) notice of acceptance of this Guaranty and presentment,
     demand, protest, notice of protest, dishonor, notice of dishonor, notice of
     default,   notice  of  intent  to  accelerate  or  demand  payment  of  any
     Indebtedness,  any and all other  notices  to which the  undersigned  might
     otherwise be entitled,  and diligence in collecting any  Indebtedness,  and
     agree(s) that the Bank may,  once or any number of times,  modify the terms
     of any Indebtedness,  compromise,  extend, increase,  accelerate,  renew or
     forbear  to  enforce  payment  of any or all  Indebtedness,  or permit  the
     Borrower  to incur  additional  Indebtedness,  all  without  notice  to the
     undersigned  and  without   affecting  in  any  manner  the   unconditional
     obligation of the undersigned under this Guaranty.

    The  undersigned  unconditionally  and  irrevocably  waive(s) each and every
    defense  and setoff of any nature  which,  under  principles  of guaranty or
    otherwise,  would operate to impair or diminish in any way the obligation of
    the  undersigned  under this  Guaranty,  and  acknowledge(s)  that each such
    waiver  is by this  reference  incorporated  into each  security  agreement,
    collateral assignment, pledge and/or other document from the undersigned now
    or later securing this Guaranty and/or the Indebtedness,  and acknowledge(s)
    that as of the date of this Guaranty no such defense or setoff exists.

9.  WAIVER OF SUBROGATION:  The undersigned waive(s) any and all rights (whether
    by subrogation,  indemnity, reimbursement, or otherwise) to recover from the
    Borrower any amounts paid by the undersigned pursuant to this Guaranty.

10. SALE/ASSIGNMENT:  The undersigned acknowledge(s) that the Bank has the right
    to sell, assign, transfer,  negotiate, or grant participations in all or any
    part of the Indebtedness  and any related  obligations,  including,  without
    limit,  this Guaranty,  without notice to the  undersigned and that the Bank
    may disclose any documents and  information  which the Bank now has or later
    acquires  relating to the  undersigned or to the Borrower in connection with
    such sale,  assignment,  transfer,  negotiation,  or grant.  The undersigned
    agree(s) that the Bank may provide information  relating to this Guaranty or
    relating to the undersigned to the Bank's parent,  affiliates,  subsidiaries
    and service providers.

11. GENERAL:  This Guaranty  constitutes the entire agreement of the undersigned
    and the Bank with respect to the subject matter of this Guaranty. No waiver,
    consent,  modification or change of the terms of the Guaranty shall bind any
    of the  undersigned  or the Bank unless in writing and signed by the waiving
    party or an authorized  officer of the waiving party,  and then this waiver,
    consent,  modification  or change  shall be  effective  only in the specific
    instance and for the specific  purpose  given.  This Guaranty shall inure to
    the benefit of the Bank and its  successors and assigns and shall be binding
    on the  undersigned  and the  undersigned's  heirs,  legal  representatives,
    successors and assigns including, without limit, any debtor in possession or
    trustee in bankruptcy for any of the undersigned. The undersigned has (have)
    knowingly and  voluntarily  entered into this Guaranty in good faith for the
    purpose  of  inducing  the Bank to  extend  credit or make  other  financial
    accommodations  to the  Borrower.  If any  provision  of  this  Guaranty  is
    unenforceable in whole or in part for any reason,  the remaining  provisions
    shall  continue  to be  effective.  THIS  GUARANTY  SHALL BE GOVERNED BY AND
    CONSTRUED IN  ACCORDANCE  WITH THE  INTERNAL  LAWS OF THE STATE OF MICHIGAN,
    WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

12. HEADINGS:  Headings in this  Agreement are included for the  convenience  of
    reference  only and shall not  constitute a part of this  Agreement  for any
    purpose.


<PAGE>


13. ADDITIONAL  PROVISIONS:  The total obligations of the undersigned under this
    Guaranty shall be limited to $2,000,000 plus interest  thereon and all costs
    of collecting the same, including attorneys fees.

14. JURY TRIAL WAIVER:  THE UNDERSIGNED AND BANK  ACKNOWLEDGE  THAT THE RIGHT TO
    TRIAL  BY JURY IS A  CONSTITUTIONAL  ONE,  BUT THAT IT MAY BE  WAIVED.  EACH
    PARTY,  AFTER  CONSULTING  (OR HAVING HAD THE  OPPORTUNITY  TO CONSULT) WITH
    COUNSEL OF THEIR  CHOICE,  KNOWINGLY AND  VOLUNTARILY,  AND FOR THEIR MUTUAL
    BENEFIT  WAIVES  ANY  RIGHT  TO TRIAL  BY JURY IN THE  EVENT  OF  LITIGATION
    REGARDING THE  PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS
    GUARANTY OR THE INDEBTEDNESS.

IN WITNESS  WHEREOF,  Guarantor(s) has (have) signed and delivered this Guaranty
the day and year first written above.


                                      GUARANTOR(S): AJAY SPORTS, INC.
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                                                    GUARANTOR NAME TYPED/PRINTED
WITNESSES:


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                                             Its:
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                                             Its:
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                                          GUARANTOR'S ADDRESS:

                                             7001 Orchard Lake Road, Suite 424
                                             ---------------------------------
                                                     STREET ADDRESS

                                             West Bloomfield  Michigan   48322
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                                                  CITY         STATE   ZIP CODE