SIXTH AMENDMENT TO CREDIT AGREEMENT


      THIS SIXTH  AMENDMENT  TO CREDIT  AGREEMENT  entered into as of August 16,
1999 by and among AJAY SPORTS, INC., a Delaware corporation, LEISURE LIFE, INC.,
a Tennessee corporation,  PALM SPRINGS GOLF, INC., a Colorado corporation,  AJAY
LEISURE  PRODUCTS,  INC., a Delaware  corporation,  and PRESTIGE  GOLF CORP.,  a
Delaware  corporation,  (each  individually  referred to as  "Borrower"  and all
collectively  referred  to  as  "Borrowers"),  and  WELLS  FARGO  CREDIT,  INC.,
successor in interest to Wells Fargo Bank, National Association ("Wells Fargo").

                                    RECITALS

      Borrowers  and Wells Fargo are parties to that  certain  Credit  Agreement
dated as of June 30, 1998,  as amended by five prior  amendments  ("Agreement").
Borrowers and Wells Fargo desire to revise the Agreement in the manner set forth
herein. All capitalized terms used herein and not otherwise defined herein shall
have the meaning attributed to them in the Agreement.

      NOW,  THEREFORE,  in consideration of the mutual covenants and promises of
the parties contained herein, Borrowers and Wells Fargo agree as follows:

     1.   Revised  Definition.  The definition of "Additional  Amount" is hereby
          amended in its entirety to read as follows:

            "Additional  Amount"  means (i) through and  including  November 30,
      1999, $750,000, and (ii) thereafter, $0.

     2.   Additional  Reporting.  On or before  September 15, 1999,  Ajay Parent
          shall deliver to Wells Fargo a detailed  projections  satisfactory  to
          Wells Fargo for the period of September  1, 1999 through  December 31,
          1999 setting forth Borrowers'  projected,  consolidated  income,  cash
          flow and  borrowing  availability  under  the  Agreement  (as  amended
          hereby) for each month of such period and the  projected  consolidated
          balance sheet as of the end of each month of such period. If Borrowers
          failure to  provide  such  projections  by  September  15,  1999,  the
          Additional  Amount shall be reduced to zero  effective  September  16,
          1999.

     3.   Accommodation Fee. As consideration for Wells Fargo entering into this
          Sixth  Amendment to Credit  Agreement,  Borrowers  hereby agree to pay
          Wells Fargo an accommodation fee of $500.

     4.   Effective  Date.  This Sixth Amendment shall be effective as of August
          16, 1999 upon: (i) the execution of this Sixth  Amendment by Borrowers
          and  Wells  Fargo;  (ii)  payment  of  the  accommodation  fee;  (iii)
          execution  and  delivery  to Wells Fargo of a personal  guaranty  from
          Thomas W. Itin ("Itin") on terms  acceptable  to the Wells Fargo;  and
          (iv)  delivery  of Itin's  personal  financial  statement  in form and
          substance satisfactory to the Wells Fargo.
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     5.   Ratification.  Except as otherwise  provided in this Sixth  Amendment,
          all of the  provisions  of  the  Agreement  are  hereby  ratified  and
          confirmed and shall remain in full force and effect.

     6.   One Agreement.  The  Agreement,  as modified by the provisions of this
          Sixth Amendment, shall be construed as one agreement.

     7.   Counterparts.  This Sixth  Amendment  may be executed in any number of
          counterparts,  each of which  when  executed  and  delivered  shall be
          deemed to be an original,  and all of which when taken  together shall
          constitute one and the same agreement.

     8.   Oregon Statutory Notice.

      UNDER OREGON LAW, MOST AGREEMENTS,  PROMISES AND COMMITMENTS MADE BY WELLS
FARGO AFTER OCTOBER 3, 1989 CONCERNING  LOANS AND OTHER CREDIT  EXTENSIONS WHICH
ARE NOT FOR  PERSONAL,  FAMILY  OR  HOUSEHOLD  PURPOSES  OR  SECURED  SOLELY  BY
BORROWER'S RESIDENCE MUST BE IN WRITING,  EXPRESS CONSIDERATION AND BE SIGNED BY
WELLS FARGO TO BE ENFORCEABLE.

      IN WITNESS  WHEREOF,  the parties have  executed  this Sixth  Amendment to
Credit Agreement as of the date first above written.

AJAY SPORTS, INC.                       LEISURE LIFE, INC.

By:______________________________       By:_______________________________
Title:___________________________       Title:____________________________

PALM SPRINGS GOLF, INC.                 AJAY LEISURE PRODUCTS, INC.

By:______________________________       By:_______________________________
Title:___________________________       Title:____________________________


PRESTIGE GOLF CORP.                     WELLS FARGO CREDIT, INC.

By:______________________________       By:_______________________________
Title:___________________________       Title:____________________________