THIS  SUBORDINATED  PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED,  PLEDGED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH  REGISTRATION  OR AN EXEMPTION UNDER SUCH ACT
AND THE RULES AND REGULATIONS THEREUNDER.


                          SUBORDINATED PROMISSORY NOTE



$__________________                                             June ___, 1999


      FOR VALUE RECEIVED,  PRO GOLF INTERNATIONAL,  INC., a Delaware corporation
("Debtor"), promises to pay to the order of ___________________________("Payee")
the  principal sum of  _____________________________________  ($_______________)
plus interest on the unpaid principal balance hereof as follows:

            (a) from the date  hereof and  continuing  for a period of  thirteen
      (13)  months from the  execution  of this Note,  (i) the unpaid  principal
      balance hereof shall bear interest at the rate of ten percent  (10%),  and
      (ii)  payment of accrued and unpaid  interest  hereunder  shall be due and
      payable on the last day of each  calendar  quarter  hereunder,  commencing
      with the payment on June 30, 1999.

            (b) the unpaid principal  balance hereof,  together with any accrued
      and paid  interest  due  thereon,  shall be due and payable in full on the
      last day of the  calendar  month  which is  thirteen  (13) months from the
      execution of this Note.

      Payment of both principal and interest hereunder shall be made to Payee at
_____________  _______________ or at such other place as shall from time to time
be designated by Payee in writing.

      This Subordinated  Promissory Note may be prepaid at any time or times, in
whole or in part, without premium or penalty. All prepayments hereunder shall be
applied  first  to  accrued  and  unpaid  interest  on  the  principal   balance
outstanding  hereunder  at the  rate  specified  above,  and  the  remainder  to
principal.

      The  payment  of  this  Note is  subordinated  pursuant  to  that  certain
Subordination  Agreement  dated the date hereof by and among Payee and  Comerica
Bank (together with such other institutional lenders as may provide financing to
Maker from time to time,  the "Senior  Lender") and to such other  subordination
agreements,  if any,  as Payee may enter into with a Senior  Lender from time to
time (the "Subordination Agreement").

<PAGE>


      Debtor shall be deemed to be in default  hereunder upon the first to occur
of any of the following events (a "Default"):  (i) Debtor shall fail to make any
payment of  interest or  principal  hereunder,  and such  failure  shall  remain
uncured  for ten (10)  days  following  delivery  to Debtor  of  written  notice
thereof;  or (ii)  Debtor  shall  fail to perform  any other of its  obligations
hereunder,  and such failure  shall remain  uncured for ten (10) days  following
delivery to Debtor of written notice  thereof;  or (iii) any  representation  or
warranty made by Debtor in this Subordinated Promissory Note shall prove to have
been false or misleading in any material respect as of the date hereof;  or (iv)
Debtor  shall  become  insolvent,  shall make an  assignment  for the benefit of
creditors,  or shall  admit in writing  the  inability  to pay its debts as they
mature;  or  (v)  Debtor  shall  apply  for,  consent  to or  acquiesce  in  the
appointment of a trustee, receiver, or other custodian for itself, or for any of
its  property;  or (vi)  any  bankruptcy,  debt  arrangement  or  other  case or
proceeding  under any  bankruptcy  or  insolvency  law shall be instituted by or
against  Debtor  unless  any of the  foregoing  acts  shall  have  been  stayed,
dismissed or  discharged,  as the case may be, within thirty (30) days after the
occurrence  thereof;  or (vii)  Debtor  shall  cease  to  conduct  its  business
substantially as currently conducted, or shall be dissolved or liquidated.

      Effective  immediately upon the occurrence of a Default, the entire unpaid
principal  balance  hereof and all accrued  and unpaid  interest  thereon  shall
become  immediately due and payable  without demand,  notice or legal process of
any kind,  and Payee may  proceed to  exercise  any other  rights  and  remedies
against Debtor under this  Subordinated  Promissory  Note.  Payee's  remedies as
provided  in  this   Subordinated   Promissory  Note  shall  be  cumulative  and
concurrent, and may be pursued singularly, successively or together, at the sole
discretion of Payee,  and may be exercised as often as occasion  therefor  shall
arise. Failure of Payee, for any period of time or on more than one occasion, to
exercise  Payee's option to accelerate this  Subordinated  Promissory Note shall
not constitute a waiver of the right to exercise the same at any time thereafter
in the event of any  subsequent  Default.  No act of omission or  commission  of
Payee,  including  specifically  any  failure to exercise  any right,  remedy or
recourse,  shall be deemed to be a waiver or  release of such  right,  remedy or
recourse or any other right, remedy or recourse at any time. A waiver or release
with reference to any one event shall not be construed as a waiver or release of
any subsequent event or as a bar to any subsequent exercise of Payee's rights or
remedies  hereunder and any waiver or release  hereunder  shall be effected only
through  a  written  document  executed  by Payee  and then  only to the  extent
specifically recited therein.

      Debtor shall pay to Payee on demand all attorneys'  fees,  court costs and
other costs and expenses  incurred by Payee in connection with the collection or
enforcement of this Subordinated Promissory Note.

      This Subordinated  Promissory Note shall inure to the benefit of Payee and
Payee's  successors  and  assigns,  and shall be  binding  upon  Debtor  and its
successors and assigns.

      This  Subordinated  Promissory  Note shall be governed by and construed in
accordance  with the internal laws of the State of Michigan,  without  regard to
conflict of laws principles.

      Debtor hereby waives presentment for payment, notice of dishonor,  protest
and notice of protest.



<PAGE>


      All notices  required under this  Subordinated  Promissory Note will be in
writing and will be  transmitted  by  personal  delivery,  first class mail,  or
overnight   courier  to  the  addresses  for  the  parties   appearing  in  this
Subordinated  Promissory  Note,  or to such other  addresses  as the parties may
specify from time to time in writing.  Every notice shall be deemed to have been
duly given or served on the date on which personally delivered,  in person or by
overnight courier service, or five days after the same shall have been deposited
in the United States mail, registered or certified mail requested.

      IN  WITNESS  WHEREOF,  Debtor  has set its  hand on the date  first  above
written.


                                          PRO GOLF INTERNATIONAL, INC.,
                                          a Delaware corporation



                                          By:_______________________________
                                          Its:______________________________

                                          Address:

                                          7001 Orchard Lake Road
                                          West Bloomfield, Michigan 48322
                                          -------------------------------