Amendment No. 3 to Note and Waiver



      This  Amendment to Note and Waiver  ("Amendment"),  made,  delivered,  and
effective  as of March 15,  2000,  by and between Pro Golf  International,  Inc.
("Borrower") and COMERICA BANK ("Bank").


WHEREAS,  Borrower and Bank are parties to that certain Master Revolving Note in
the original  principal  amount of $8,500,000 dated June 22, 1999, as previously
amended by Amendment No. 1 to Note dated as of September ___, 1999 and Amendment
No. 2 to Note dated as of November 8, 1999 (as so amended, the "Note"); and


WHEREAS, Bank and Borrower further desire to amend the Note as set forth below;


NOW,  THEREFORE,  in  consideration  of the  premises  and the  mutual  promises
contained in this Amendment, Borrower and Bank agree as follows:


1. The  reference  to  "March  15,  2000" in the first  sentence  of the Note is
   deleted and "April 30, 2000" is inserted in lieu  thereof.  The  indebtedness
   outstanding  under  the  Note  shall  now be due and  payable  in full on the
   earlier of April 30, 2000 and DEMAND by Bank.


2. Borrower  hereby  acknowledges  that the amendment fee required to be paid by
   Borrower  under the terms of paragraph 2 of Amendment  No. 2 to Note dated as
   of November 8, 1999 executed by Borrower and Bank ("Amendment No. 2") has not
   been paid by Borrower.  Bank hereby waives the requirement  that Borrower pay
   such fee to Bank. The parties hereby agree that the provisions of paragraph 2
   of Amendment No. 2 (including,  without limitation,  subparagraphs a. through
   d. thereof) are hereby terminated and of no further force and effect.


3. In  consideration of the amendments and waivers set forth in paragraphs 1 and
   2  above,   Borrower   shall  pay  Bank  on  or  before  April  30,  2000,  a
   non-refundable  amendment and waiver fee of $250,000  ("Amendment Fee") which
   fee shall be deemed fully  earned upon  execution  of this  Amendment.  In no
   event  shall  Borrower  be  entitled  to any  rebate  or refund of all or any
   portion of the Amendment Fee.


4. Borrower is  responsible  for all costs incurred by Bank,  including  without
   limit reasonable  attorney fees, with regard to the preparation and execution
   of this Amendment.


5. The  execution  of this  Amendment  shall not be deemed to be a waiver of any
Default or Event of Default.

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6. All the terms used in this Amendment which are defined in the Note shall have
   the same  meaning  as used in the  Note,  unless  otherwise  defined  in this
   Amendment.


7. Borrower waives,  discharges,  and forever releases Bank,  Bank's  employees,
   officers,  directors,  attorneys,  stockholders,  and  their  successors  and
   assigns,  from and of any and all claims,  causes of action,  allegations  or
   assertions  that  Borrower  has or may have had at any  time up  through  and
   including the date of this  Amendment,  against any or all of the  foregoing,
   regardless  of whether  any such  claims,  causes of action,  allegations  or
   assertions  are known to  Borrower  or  whether  any such  claims,  causes of
   action,  allegations  or  assertions  arose as result of  Bank's  actions  or
   omissions in  connection  with the Note,  or any  amendments,  extensions  or
   modifications  thereto, or Bank's administration of the debt evidenced by the
   Note or otherwise.


8. This  Amendment is not an agreement to any further or other  amendment of the
   Note. This Amendment shall become effective upon execution by the parties and
   payment by Borrower of the  amendment fee required  under  paragraph 2 above.
   Nothing set forth in this Amendment is intended nor shall be deemed to modify
   the demand basis of the Note and Borrower  acknowledges and agrees that Bank,
   with or  without  reason and  without  notice,  may  demand  that the Note be
   immediately  paid  in  full.  Nothing  set  forth  in  this  Amendment  shall
   constitute  a  commitment  on  the  part  of  Bank  to  refinance  any of the
   indebtedness  outstanding  under  the Note or  otherwise  extend  any  credit
   facility to Borrower.


9. Borrower  expressly  acknowledges and agrees that except as expressly amended
   in this Amendment, the Note, as amended, remains in full force and effect and
   is ratified, confirmed and restated.




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IN WITNESS  WHEREOF,  the parties have executed and delivered  this Amendment on
the date set forth above.


Name(s) of Borrower(s): Pro Golf International, Inc.


By:_______________________________       By:__________________________________
    SIGNATURE OF                                             SIGNATURE OF

Its:______________________________       Its:_________________________________
    TITLE (IF APPLICABLE)                             TITLE (IF APPLICABLE)


COMERICA BANK


By:______________________________________
    SIGNATURE OF

Its:______________________________________
    TITLE


The above  Amendment No. 3 to Note and Waiver is consented to by the undersigned
Guarantors as of March 15, 2000.

Ajay Sports, Inc.
Woodward Partners, Inc.
Pro-Golf of America, Inc.
Colorado Ridge Corporation
Acrodyne Corporation


By:____________________________________________
     Thomas W. Itin, President of each of the above entities


TICO


By:____________________________________________
     Thomas W. Itin, Managing Partner


SICO


By:____________________________________________
      Shirley B. Itin, Managing Partner



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Thomas W. Itin, individually



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Shirley B. Itin, individually