SEVENTH AMENDMENT TO CREDIT AGREEMENT


      THIS  SEVENTH  AMENDMENT TO CREDIT  AGREEMENT  effective as of December 1,
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. ("Wells
Fargo").

                                    RECITALS

      Borrowers  and Wells Fargo are parties to that  certain  Credit  Agreement
dated as of June 30,  1998,  as amended by six 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) $750,000  through  December 30, 1999;
      (ii) $700,000  December 31, 1999 through January 16, 2000;  (iii) $650,000
      January 17, 2000 through January 31, 2000; and (iv) $0 thereafter.

     2.   Amendment  to Section  10.1(n)  Event of Default.  Section  10.1(n) is
          hereby  amended to delete the name  Clarence  H. Yahn and to insert in
          its place the name Tom Leonard.

     3.   Accommodation Fee. As consideration for Wells Fargo entering into this
          Seventh Amendment to Credit  Agreement,  Borrowers hereby agree to pay
          Wells Fargo an accommodation fee of $2,000.

     4.   Effective  Date.  This  Seventh  Amendment  shall be  effective  as of
          December 1, 1999 upon: (i) the execution of this Seventh  Amendment by
          Borrowers and Wells Fargo; (ii) payment of the accommodation  fee; and
          (iii)  delivery by  Borrowers  to Wells Fargo of 16,667  shares of the
          common stock of Pro Golf International, Inc.
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     5.   Ratification.  Except as otherwise provided in this Seventh 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
          Seventh Amendment, shall be construed as one agreement.

     7.   Counterparts.  This Seventh 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 Seventh  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:_______________________________