FOURTH AMENDMENT TO CREDIT AGREEMENT


      THIS FOURTH AMENDMENT TO CREDIT AGREEMENT entered into as of July 14, 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 ("Bank").

                                    RECITALS

      Borrowers  (other then  Prestige  Golf Corp.) and Bank are parties to that
certain  Credit  Agreement  dated as of June 30, 1998, as amended by three prior
amendments  ("Agreement").  Borrowers and Bank 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 Bank agree as follows:

     1.   Additional Borrower. Prestige Golf Corp. is hereby made a party to the
          Agreement as a Borrower.

     2.   Revised Definitions. The following defined terms are hereby amended in
          their entirety to read as follows:

            "A/R Advance Rates" means the following (or such other
      rates as Bank may designate from time to time in its sole
      discretion) with respect to the Eligible Accounts of each
      Borrower listed below:  (i) 80% for Palm Springs Golf, Inc. and
      Prestige Golf Corp. and (ii) 85% for Leisure Life, Inc. and Ajay
      Leisure Products, Inc.

            "Borrower" means any one of Ajay Sports, Inc., Leisure
      Life, Inc., Palm Springs Golf, Inc., Ajay Leisure Products, Inc.
      and Prestige Golf Corp. and "Borrowers" shall refer collectively
      to all of them.

     3.   Accommodation Fee. As consideration for Bank entering into this Fourth
          Amendment to Credit  Agreement,  Borrowers hereby agree to pay Bank an
          accommodation  fee  of  $2,500  upon  the  execution  of  this  Fourth
          Amendment.

     4.   Effective  Date.  This Fourth  Amendment  shall be effective  upon the
          execution  of this Fourth  Amendment by  Borrowers  and Bank,  and the
          payment by Borrowers of the accommodation fee.
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     5.   Ratification.  Except as otherwise  provided in this Fourth 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
          Fourth Amendment, shall be construed as one agreement.

     7.   Counterparts.  This Fourth  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 BANK
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 BANK TO BE
ENFORCEABLE.

      IN WITNESS  WHEREOF,  the parties have executed  this Fourth  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:______________________________