UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K/A
                                AMENDMENT NO. 1

Mark One



(x) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                   For the Fiscal Year Ended December 31, 1998

                                       OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

        For the Transition period from _______________ to _______________

                         Commission File Number 0-18204

                                AJAY SPORTS, INC.
             (Exact Name of Registrant as Specified in its Charter)


           Delaware                                            39-1644025
-------------------------------                          ---------------------
(State or other jurisdiction of                               (IRS Employer
 Incorporation or Organization)                            Identification No.)


    1501 E. Wisconsin Street
    Delavan, Wisconsin 53115                                (414) 728-5521
--------------------------------------                   ---------------------
(Address of Principal Executive Offices                       (Registrant's
 including Zip Code)                                        Telephone Number,
                                                           including Area Code)

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      NONE

           Securities Registered Pursuant to Section 12(g) of the Act:
                          Common Stock, $.01 par value
            Units (each consisting of 5 shares of Common Stock and 2
                    Warrants) Common Stock Purchase Warrants
               Series C 10% Cumulative Convertible Preferred Stock

   Indicate by check mark whether the issuer (1) has filed all reports  required
to be filed by Section 13 or 15(d) of the  Exchange  Act of 1934 during the past
12 months (or for such shorter  period that the  Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
                                 Yes    X   No
                                     ------    ------



<PAGE>


   Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. __X__


   The aggregate  market value of the voting stock held by  nonaffiliates  as of
March  12,  1999  was  $1,311,579.  The  number  of  shares  outstanding  of the
Registrant's $.01 par value common stock at March 12, 1999 was 3,956,815.

                       Documents Incorporated by Reference


                                      None

                                       2

<PAGE>


                                   SIGNATURES

      Pursuant to the  requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, Ajay Sports, Inc. has duly caused this Report on Form 10-K
to be signed on its behalf by the  undersigned,  thereunto duly  authorized,  in
West Bloomfield, Michigan on the 29th day of March, 1999.

                                AJAY SPORTS, INC.



                              By: \s\Thomas W. Itin
                                 -------------------------
                                 Thomas W. Itin, President

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
Report  on Form  10-K has been  signed  below by the  following  persons  in the
capacities indicated and on the dates indicated.

SIGNATURES                    TITLE                           DATE
----------                    ------                          -----


\s\Thomas W. Itin
-----------------             Director                        March 29, 1999
Thomas W. Itin                and Principal                   --------------
                              Executive Officer



\s\Duane R. Stiverson
---------------------        Chief Financial                  March 29, 1999
Duane R. Stiverson           Officer and                      --------------
                             Principal Accounting
                             Officer


\s\Robert R. Hebard
-------------------          Director                         March 29, 1999
Robert R. Hebard                                              --------------



\s\Anthony B. Cashen
--------------------         Director                         March 29, 1999
Anthony B. Cashen                                             --------------



\s\ Clarence H. Yahn
--------------------         Director                         March 29, 1999
Clarence H. Yahn                                              --------------



\s\ Robert D. Newman
--------------------         Director                         March 29, 1999
Robert D. Newman                                              --------------

                                       29

<PAGE>


                                                                EXHIBIT 10.12




                               LICENSING AGREEMENT

THIS AGREEMENT,  made and entered into as of the first day of March 1999, by and
between GARY PLAYER GROUP,  INC.,  dba Gary Player Golf  Equipment  (hereinafter
referred to as "Licensor") having an address at 3930 RCA Blvd., Suite 3001, Palm
Beach Gardens,  Florida 33410, USA and AJAY LEISURE PRODUCTS, INC., (hereinafter
referred  to as  "Company")  having an  address at 1501 East  Wisconsin  Street,
Delavan, WI 53115.


                                   WITNESSETH:

WHEREAS,  Company  desires to use the name,  logo,  image,  and likeness of Gary
Player in connection  with the design,  manufacture,  advertisement,  promotion,
distribution, and sale of Company's "Licensed Products" (hereinafter defined);

WHEREAS, Licensor is willing to grant such rights to Company, upon the terms and
conditions hereinafter set forth;

NOW,  therefore,  for and in  consideration  of the  premises  and of the mutual
promises  and  conditions  herein  contained,  the  parties  do hereby  agree as
follows:

 1.    Definitions

           As used  herein,  the  following  terms shall be defined as set forth
below:

(a)   "Player Identification" shall mean the name GARY PLAYER, Black Knight, and
      Gary  Player's  Black Knight logo as detailed in schedule A, together with
      the image, pictures, photos, likeness, and signature, etc. of Gary Player,
      and any  combination  of the  foregoing  as may be  approved in advance by
      Licensor.

(b)   "Products" shall mean the full range of golf gloves, bags, pull handcarts,
      and  golf  accessories  in the  nature  of those  listed  on  schedule  B,
      including packaging.

(c)   "Licensed  Products" shall mean all the Products of Company which have any
      part of the  Player  Identification  affixed  or  attached  thereto in any
      permanent,  non-removable manner, or which are sold in packages which bear
      the Player Identification.



<PAGE>



(d)   "Initial  Period"  shall mean that period of time which shall be deemed to
      have commenced March 1, 1999 which shall continue until June 30, 2004.

(e)   "Renewal  Period"  shall mean all Contract  Years added as a result of the
      automatic renewals provided for in Paragraph 25.

 (f)  "Contract Period" shall mean the Initial Period and the Renewal Period
      collectively.

(g)   Initial  "Contract  Year" shall mean the period of sixteen (16) successive
      months  commencing  on 1st of March during the Contract  Period,  provided
      that the first Contract Year shall be deemed to have commenced on March 1,
      1999 and shall continue until June 30, 2000.

(h)   "Contract Territory" shall mean the United States of America only.

2.    GRANT OF RIGHTS

(a)   Licensor hereby grants to Company, during the term of the Contract
      Period hereof, subject to all of the terms and conditions of this
      Agreement, including without limitation the provisions of subparagraph
      (b) immediately below, (i) the exclusive right and license to use the
      Player Identification throughout the Contract Territory (only) in
      connection with the design, manufacture, advertisement, promotion,
      distribution, and sale of Licensed Products, (ii) from time to time
      with the prior written approval of Licensor, which approval will not be
      unreasonably withheld, the non-exclusive right and license to use the
      Player Identification in connection with the design, manufacture,
      advertisement, promotion, distribution and sale of Licensed Products
      through Williams World Trade, Inc. and/or Amity Manufacturing SDN.BHD
      in territories outside of the Contract Territory; and (iii) a first
      right of refusal to negotiate and obtain additional future licenses for
      the Player Identification in other categories within the Contract
      Territory and in the same or other categories in territories outside of
      the Contract Territory.  Licensor hereby agrees that the right to use
      Player Identification will not be granted to any third party (any party
      other than Company) for use anywhere in the Contract Territory (and
      Licensor, itself, will not use the Player Identification or
      manufacture, distribute, market or endorse any products directly
      competitive with the Company's products anywhere in the Contract
      Territory) during the Contract Period in connection with the design,
      manufacture, promotion, distribution, or sale of any other items of
      "Products" (as hereinafter defined).

(b)   The foregoing  rights  granted to Company shall be limited to the right to
      use the full and complete name of Gary Player and the Company acknowledges
      and agrees that


      no rights have been granted to Company to use (and Company agrees that
      unless Licensor

      shall  otherwise  specifically  approve in advance  and in  writing,  that
      Company will not use) the simple name  "Player" on or in  connection  with
      Licensed Products or in the advertising or promotion of Licensed Products.



<PAGE>

(c)    Company hereby acknowledges and agrees that the foregoing rights
      granted by Licensor to Company to advertise, distribute, and sell
      Licensed Products shall be limited to the distribution and sale of
      Licensed Products only through: Golf Course Pro Shops, Golf Specialty
      Shops, Sporting Goods Stores, Department Stores, major mass market
      chain stores such as K-Mart, Target, Wal-Mart and usgolfshop.com and
      pre-approved E-commerce Internet sites, and Company agrees not to
      distribute or sell Licensed Products to discount mass market
      liquidators, except with the prior written approval of Licensor, which
      approval shall not be unreasonably withheld; provided, that, prior to
      making any sales to liquidators, the Company shall notify Licensor in
      writing and, in lieu of permitting the Company to sell a liquidator,
      Licensor may elect to assist the Company in the sale of the Licensed
      Product within 60 days  of receipt of notice of the Company's
      intention.  With respect to any permitted sales to liquidators under
      this provision, the quantity of Licensed Products per Product class
      sold to the liquidator shall not exceed the average of the Company's
      unit sales in the applicable Product class during the last two calendar
      quarters.

3.    Diligent Efforts

      Company  agrees  that  it  will  use  diligent  efforts  to  actively  and
      aggressively promote the sale of Licensed Products throughout the Contract
      Territory. In this connection,  each Contract Year, Company agrees that it
      will budget and spend for the  advertising and production of catalogs used
      in  promotion  of Licensed  Products  an amount  which is no less than the
      annual   "Advertising   Budget"  as  hereafter   described.   Each  annual
      "Advertising  Budget"  shall  be an  amount  equal to a  minimum  of three
      percent  (3%) of the  Gross  Wholesale  Sales  (as  hereafter  defined  in
      Paragraph  12) of  Licensed  Products  achieved  by  Company  during  each
      Contract Year.  Examples of appropriate  advertising  media would include,
      but not be limited to:  Corporate  product  catalogs,  hang tags,  labels,
      packaging, public relations expenditures directly related to the promotion
      of the Licensed Products,  dealer co-op advertising,  trade show expenses,
      Internet site maintenance of the licensed product, golf outings in support
      of the Licensed Products and direct mail.

      Company hereby  acknowledges and agrees that it will produce,  at its sole
      cost and expense,  a new catalog and point of sale  material each Contract
      Year which will detail the  Licensed  Products  offering  photographically
      with text descriptions in a manner, style, and

      quality  consistent  with the name,  image,  and  likeness  of the  Player
      Identification to be approved subject to Paragraph 7.



4.    Promotional Assistance

(a)   Provided that the Company supplies to Licensor the necessary quantities
      of Licensed Products in such styles as are reasonably acceptable to
      Licensor, Licensor agrees that it will use Licensed Products supplied,
      whenever Licensor participates in any photo sessions for the production
      of advertising materials on behalf of Licensed Products to be
      distributed and sold in the Contract Territory.  Licensor will confine
      its annual dollar amount of promotional assisted product to US $1,000
      based upon the Company's 1999 cost of goods.



<PAGE>

(b)   Throughout the duration of the Contract Period, on those occasions when
      Licensor makes arrangements to take booth space at either the Orlando,
      Florida PGA Merchandise Show, the Las Vegas, Nevada PGA International
      Show, and/or any other such trade show for golf-related merchandise
      held inside or outside of the Contract Territory, Licensor agrees to
      use its reasonable efforts to make available to Company the opportunity
      to include a representative display of Company's Licensed Products in
      the booth display.  Company agrees to be responsible for a
      contribution, not to exceed US $3,000 per show, to the overall expenses
      incurred from participation in the two major US trade shows mentioned
      above.

(c)   Throughout the duration of the Contract Period, on those occasions when
      Licensor makes arrangements to take booth space at golf-related trade
      shows held at locations outside the Contract Territory, Licensor may,
      at Licensor's discretion, incorporate as a part of Licensor's display
      at such a booth a representative display of Company's Licensed
      Products.  It is understood that those trade shows at which Licensor
      makes this opportunity available to Company shall be selected in
      advance by Licensor, in Licensor's sole discretion, and, if the Company
      agrees to participate, to be responsible for a contribution, not to
      exceed $1,000 per show unless a different amount is agreed to in
      advance, to the cost of the booth and related expenses for any such
      trade show at which Company's Licensed Products are so displayed.

Licensor  guarantees  to promote  Company's  products  whenever  possible at all
events,  such  as  trade  shows  and  sports  shows,  where  Gary  Player  makes
appearances. During each Contract Year, Licensor will make available Gary Player
(a) for a photo  shoot,  and (b) upon the Company  achieving  a combined  annual
remuneration  of US  $50,000 to the  Licensor,  which the  Company  may elect to
advance and apply against future  remuneration owed to Licensor under Paragraphs
8 through 11 below,  for two key account  visitations,  and a Company  sponsored
golf outing in which several  significant and competitive buyers of the Licensed
Products are in attendance.  The aforementioned  appearance  commitments must be
scheduled  during   convenient   times  arranged   dependent  on  Gary  Player's
professional playing schedule and worldwide travel & business  commitments,  and
the availability of his photographs, slides, positives, logo artwork, etc. to



<PAGE>



Company for advertising and  promotional  purposes.  Licensor will provide sales
and distribution  assistance for distribution of Company's  products to existing
network of distributors,  agents, and clients, etc., including locations of Gary
Player Golf Academies and Gary Player Design  projects where possible within the
Contract Territory.

(d)    Licensor will notify the Company of new ideas related to the products
      which are presented to Licensor from time to time and will afford the
      Company the first opportunity to review such product ideas to enable
      the Company the earliest opportunity to negotiate a license or other
      rights to bring new products to market utilizing the Player
      Identification.   Upon receipt of any notice of a new product idea, the
      Company shall have 30 days to review information presented and notify
      Licensor of its election to pursue the new product idea.

5.    Buying Agent

      The Licensor  elects to utilize the services of an  international  trading
      company to  facilitate  its global  trading  business.  At this time,  the
      Licensor has  appointed  Nissho Iwai  American  Corporation  (NIAC) as its
      buying agent. As Buying Agent, NIAC will coordinate logistics and ordering
      communication  and make payments to the Company in  accordance  with those
      terms and conditions  negotiated between Licensor and the Company.  If the
      Company  desires  to  sell  Licensed  Products  outside  of  the  Contract
      Territory  and  Licensor  approves the sales  thereof in writing,  Company
      agrees to  conduct  any and all sales of  Licensed  Products  in  overseas
      markets through NIAC,  except for Licensed Products sold by Company in the
      Contract  Territory  or as  otherwise  provided in  subparagraph  2(a)(ii)
      above;  provided,  that,  the Company shall not be required to pay a sales
      commission or other  remuneration  to NIAC for any sales made through NIAC
      as required by this Paragraph. Company shall refer all matters relating to
      and arising from ordering,  shipment, and payment of Company's products to
      NIAC at 1055 West 7th Street,  Suite 3200, Los Angeles,  California 90017;
      Tel:  (213) 688 0688,  Fax:  (213) 688 0602. A copy of all  correspondence
      with NIAC shall be submitted  simultaneously to Gary Player Golf Equipment
      at the address provided in Paragraph 17 below.


<PAGE>


6.    Quality of Licensed Products

      Company agrees that Licensor shall have the right to approve or disapprove
      any endorsement,  trademark,  or trade name used in connection  therewith.
      Licensor  agrees that any item  submitted for approval as provided  herein
      may be deemed by Company to have been  approved  hereunder  if the same is
      not  disapproved  in writing  within  fourteen  (14)  business  days after
      receipt  thereof.  Licensor  agrees  that any item  submitted  will not be
      unreasonably  disapproved and, if it is disapproved,  that Company will be
      advised of the specific grounds thereof.


7.    Approval of Advertising

      Company agrees that no use of Player  Identification  nor any item used in
      connection with the Player  Identification  will be made hereunder  unless
      and  until  the  same has  been  approved  by  Licensor  herein  currently
      represented  by  Marc  B.  Player.  Licensor  agrees  that  any  material,
      advertising,  or otherwise,  submitted for approval as provided herein may
      be deemed by Company to have been  approved  hereunder  if the same is not
      disapproved  in writing  within  fourteen (14) business days after receipt
      thereof. Licensor agrees that any material submitted hereunder will not be
      unreasonably disapproved,  and if it is disapproved,  that Company will be
      advised  of  specific  grounds   therefor.   Company  agrees  to  protect,
      indemnify,  and save harmless Licensor and Licensor's authorized agent, or
      either of them,  from and against any and all expenses,  damages,  claims,
      suits, actions,  judgements,  and costs whatsoever,  arising out of, or in
      any way  connected  with,  any  advertising  material  furnished by, or on
      behalf of, Company.

8.    Annual Rights Fee

      As compensation  for the right of the use of the "Player  Identification",
      Company  shall pay to Licensor,  with respect to each Contract Year during
      the Contract  Period,  a rights fee  equivalent to US $25,000.  The Annual
      Rights Fee for the Initial  Contract Year shall be paid to Licensor  based
      on the following payment schedule:

            Payment:                Date:                   US $:
            --------                -------                 --------
            1st half                March 1, 1999           $12,500
            2nd half                August 1, 1999          $12,500


<PAGE>

      Subsequent  Annual  Rights  Fees  shall be paid to  Licensor  based on the
following payment schedule:

            Payment:                Date:                   US$:
            --------                -------                 --------
            1st half                June 1                  $12,500
            2nd half                December 1              $12,500



9.    Guaranteed Royalties/Sales Forecasts

      As  compensation  to  Licensor  for the  grant  to  Company  of the  above
      exclusive  rights,  Company  shall  pay  to  Licensor  guaranteed  minimum
      non-refundable royalties for each

      Contract Year as detailed below:

            Contract Year                      Guaranteed Royalties (US$)
            --------------                     --------------------------

                Year 1                          $ 5,000
                Year 2                          $10,000
                Year 3                          $15,000
                Year 4                          $20,000
                Year 5 and each Contract Year   $25,000
                  thereafter

      Guaranteed  Royalties shall be paid in four equal  quarterly  installments
      during each Contract Year,  namely: 30 September,  31 December,  31 March,
      and 30  June.  If  Licensor  does  not  receive  the  full  amount  of the
      Guaranteed  Royalties  from Company  during any Contract  Year as provided
      above, Licensor, at its sole option, shall have the right, upon sixty (60)
      days prior  written  notice to Company,  to convert the  Company's  rights
      under this Agreement from exclusive to non-exclusive status.

      Set forth below is the Company's initial  five-year  forecast for sales of
      Licensed Products:

                 Sales Period                      Gross Sales (US$)
                 -------------                     -----------------

                 August 1, 1999-July 31, 2000      $  500,000
                 August 1, 2000-July 31, 2001      $  900,000
                 August 1, 2001-July 31, 2002      $1,300,000
                 August 1, 2003-July 31, 2004      $2,000,000
                 August 1, 2004-July 31, 2005      $2,500,000


      The Company shall provide Licensor with an updated five-year  forecast for
      sales of  Licensed  Products  within 30 days  after the end of each  sales
      period.  Future sales forecasts shall reflect anticipated sales by Product
      category instead of based on gross sales amounts as provided above.

      If, for two consecutive annual sales periods, the Company does not achieve
      sales of Licensed  Products  substantially  in accordance  with the annual
      updated five-year sales forecasts provided to Licensor hereunder, Licensor
      may give Company  ninety (90) days' prior written  notice of its intent to
      terminate this Agreement under Paragraph 23 below,  which termination will
      become  effective  at the end of the notice  period if the Company has not
      taken adequate measures to improve its sales of Licensed Products.

<PAGE>



10.   Earned Royalties

      As  additional  compensation  to  Licensor  for  the  rights  hereinbefore
      granted,  Company agrees to pay Licensor  earned  royalties at the rate of
      three percent (3%) of the "Gross Wholesale Sales" (as that term is defined
      in Paragraph 12 of all Licensed  Products sold hereunder by Company during
      the  Contract  Period;  provided,  however,  that the full  amount  of the
      guaranteed  non-refundable  royalty  payable  to  Licensor  by  Company as
      described in Paragraph 9 above shall first be credited against the payment
      of any earned  royalty  with  respect to sales of Licensed  Products  made
      during  each  Contract  Year.  Earned  royalties  shall be due and payable
      within twenty-five (25) days of the last day of each calendar quarter with
      respect to sales (as  defined in  Paragraph  12 below)  made  during  such
      calendar quarter.

11.    Commissions

      With respect to Licensed  Products  manufactured  by the Company which are
      sold  through  distribution  channels  arranged  for by  Licensor  and not
      otherwise  available to the Company, in addition to the royalties provided
      for in  Paragraphs  9 and 10 above,  the Company will pay Licensor a sales
      commission  of not less than five percent (5 %), the exact amount of which
      shall be  negotiated  in good faith  between the parties on a case by case
      basis.

12.   Definition of Gross Wholesale Sales

      Company's  "Gross  Wholesale  Sales"  for  Licensed  Products  shall  mean
      Company's  invoiced  billing  price  less  discount  to its  customers  or
      distributors,  less only shipping  charges,  freight,  duties,  insurance,
      sales  taxes,   value-added  taxes,  and  credits  allowed  for  defective
      merchandise,  markdowns  and  returns  (but no reserve for  returns).  All
      royalties due Licensor shall accrue upon the sale of the Licensed Products
      regardless of the time of

      collection by Company.  Licensed Products shall be considered "sold" as of
      the date Licensed  Products are billed,  invoiced,  or shipped  (whichever
      first  occurs) or the date on which such  Licensed  Products are paid for,
      whichever  first  occurs.  For sales by Company  directly to  customers in
      retail outlets,  the "Gross Wholesale Sales" value for the US market shall
      be used  for the  calculation  of  royalties  payable.  There  shall be no
      deduction from "Gross Wholesale Sales" for uncollectible accounts.

13.   Licensor  reserves  the right to  re-elect  the  Company as the  exclusive
      licensee or appoint an  additional  licensee in the Contract  Territory if
      this agreement reverts to a non-exclusive agreement as permitted under the
      terms of Paragraph 9 above.


<PAGE>


14.   Payments

      Payments may be made by Company check,  certified check,  wire transfer or
      bank transfer. All payments shall be made hereunder by Company to Licensor
      in US currency to the account of GARY PLAYER GOLF  EQUIPMENT  and shall be
      delivered to the address of Licensor as follows:

                        GARY PLAYER GROUP, INC.
                        Attn: Accounting Department
                        3930 RCA Boulevard
                        Suite 3001
                        Palm Beach Gardens, FL  33410

      Past due  payments  hereunder  shall bear  interest at the rate of one and
one-half percent (1.5%) per month.

15.   Sales Reports

      Company  shall  supply  Licensor  with a sales  report with respect to all
      sales of Licensed  Products  sold by Company  during each  calendar  month
      during the Contract Period, said sales reports to be delivered to Licensor
      within  twenty-five  (25) days  following the  conclusion of each calendar
      quarter.  Such sales  report  shall  indicate by customer and in total the
      number of each item of  Licensed  Products  sold during such month and the
      gross sales price of each such item.

16.   Books and Records

      Company  shall keep and  maintain  books and records  with  respect to all
      sales of  Licensed  Products  and  computation  of earned  royalties  with
      respect thereto, which books and records shall be available for inspection
      and copying by Licensor upon prior receipt of written  permission from the
      Company, or his authorized agents or representatives during ordinary

      business hours prior to the conclusion of a two-year period  following the
      conclusion of the relevant  Contract Year quarter.  If any  examination of
      Company's  books and records  reveals that Company has failed  properly to
      account for and pay royalties owing to Licensor hereunder,  and the amount
      of any royalties  which Company has failed properly to account for and pay
      for any Contract Year quarter  exceeds,  by five percent (5%) or more, the
      royalties  actually  accounted  for and paid to Licensor  for such period,
      then  Company  shall,  in  addition  to  paying  Licensor  such  past  due
      royalties,  reimburse Licensor or his authorized representatives for their
      direct  out-of-pocket  expenses  incurred in conditioning such examination
      together with interest on the overdue royalty amount at the rate set forth
      in Paragraph 14 above.

<PAGE>


17.   Notices and Submissions

      All  notices  or  submissions  to be made or  delivered  pursuant  to this
      Agreement shall be delivered as follows:

      If to the Licensor, to:

                        GARY PLAYER GROUP, INC.
                        c/o Mr. Joseph J. White
                                          3930 RCA Blvd., Suite 3001
                                          Palm Beach Gardens, FL 33410

                        If to Company, to:

                                          AJAY LEISURE PRODUCTS, INC.
                                          Attn: Clarence H. Yahn, President
                                          1501 E. Wisconsin Street
                                          Delavan, WI  53115



<PAGE>


      All such materials shall be delivered  postage prepaid and, in the case of
      materials  sent by Company to  Licensor,  free of all charges such as, for
      example,  shipping  charges or custom charges.  In the event that any such
      charges are paid by Licensor, Company agrees to make prompt reimbursement.
      The  foregoing  notwithstanding,  this  Agreement  may not be  changed  or
      modified except as provided herein.


18.   Licensor's Advisory Designee

      Licensor  agrees  to  designate  and  appoint  one  individual   executive
      (hereinafter referred to as "Licensor's  Designee") to whom Licensor shall
      designate principal  responsibility for communications and liaison between
      Licensor  and  Company.   Licensor  agrees  to  make  Licensor's  Designee
      available to meet with representatives of Company on a quarterly basis

      to review,  discuss,  and analyze  sales  results for  Licensed  Products,
      possible future  advertising and promotional plans for Licensed  Products,
      and other matters relating to the subject matter of the Agreement. Company
      agrees to use its diligent  efforts to provide  Licensor's  Designee  with
      up-to-date and complete financial and marketing information concerning the
      distribution  and sale of  Licensed  Products.  Licensor  agrees that said
      meetings   will  take  place  in  Palm   Beach   Gardens,   Florida   with
      representatives of Company.






19.    Products for the Personal Use of  Gary Player

      During each Contract Year during the Contract  Period,  Company  agrees to
      supply to  Licensor's  chosen  location,  at no charge,  and at no cost or
      expense,  with representative  samples of Licensed Products (25 items each
      Contract  Year), in such sizes,  styles,  and designs as Gary Player shall
      request  (provided  that such items are then  available  for shipment from
      Company's  inventory)  for the  use of Gary  Player  and  for  such  other
      purposes as Gary Player may determine.

<PAGE>

20.   Trademarks

Licensor warrants that it has all right, title and interest in and to the Player
Identification  and the right to  license  the Player  Identification.  Licensor
shall   maintain  all   trademark   and  other   registrations   of  the  Player
Identification as in effect on the date of this Agreement.  Should Licensor,  at
any time or times during the Contract period,  desire to register a trademark or
trademarks which include the Player  Identification,  or which have been used to
identify  Licensor or to make reference to Licensor,  and/or to register Company
as a user thereof,  Company shall execute any and all documents  which  Licensor
reasonably  believes to be necessary or desirable for registration or protection
of such  trademark  or  trademarks  in the name of  Player.  Licensor  agrees to
reimburse  Company  for all  reasonable  expenses  incurred  by  Company in this
connection.  Upon  registration of any such  trademark,  Licensor shall grant to
Company a license for the use of such  registered  trademark on or in connection
with the  advertisement,  promotion,  and  coterminous  with the rights  granted
thereunder with respect to Player  Identification  and shall require no increase
in the  payments set forth,  but shall  contain such  additional  provisions  as
Licensor  reasonably believes are necessary for the protection of such trademark
in the name of Player,  which  Licensor  shall  thereafter  maintain  during the
remainder of the Contract Period.  Company agrees that it will not file,  during
the Contract Period or thereafter, any application for trademark registration or
otherwise  obtain or attempt to obtain  ownership of any trademark or trade name
in any country of the world which consists of the Player  Identification  or any
mark,  design,  or logo which  identifies  Licensor or which makes  reference to
Licensor.  Any products,  designs, or inventions developed by Company other than
the "Player Identification" shall belong to Company, and Company shall have sole
proprietary  rights  to them,  with  exception  that the  trademarks  belong  to
Licensor.


21.   Packaging and Labels

      Company   agrees  that  each  Licensed   Product   advertised,   promoted,
      distributed,  and sold by Company  shall have affixed  thereto a permanent
      label or hangtag on the  product,  container,  or  packaging  for Licensed
      Products which  includes the  inscription  "Distributed  under License for
      Gary Player Group Incorporated",  followed by the address of the Licensor.
      All  packaging  and  labeling  is  subject  to review in  accordance  with
      Paragraph 7 above.
<PAGE>



22.    Indemnification/Licensor's Duty to Defend

(a)   In addition to the indemnities provided in Paragraphs 7 and 30 hereof,
      the Company hereby indemnifies and agrees to save and hold harmless
      Licensor and its employees, agents, officers, directors and controlling
      persons from and against any and all expenses, damages, claims, suits,
      actions, judgments and costs whatsoever, including reasonable
      attorney's fees, arising out of, or in any way connected with, any
      claim or action involving Licensed Products for alleged defects, and
      intellectual property, copyright, design or patent infringement of the
      rights of persons other than Licensor that are not based primarily on
      the Company's use of the Player Identification under this Agreement and
      any breach by the Company of any statutory or regulatory law or order;
      provided that Company shall be given prompt notice of any such action
      or claim that comes to the attention of Licensor.  Notwithstanding the
      foregoing,  nothing contained in this subparagraph 22(a) shall diminish
      or relieve Licensor from its its indemnification obligations contained
      in subparagraph 22(b) below

(b)    In addition to the indemnity provided in Paragraph 30 below,  and
      subject to the provisions of subparagraph (c) below, Licensor shall
      have the duty, at its expense, to police, protect and enforce the
      intellectual and other proprietary rights associated with the Player
      Identification within the Contract Territory. Licensor indemnifies, and
      agrees to save and hold harmless Company and its respective employees,
      agents, officers, directors, controlling persons and those of its
      parent company and other subsidiaries of the parent company, from and
      against any and all expenses, damages, claims, suits, actions,
      judgments, and costs whatsoever, including reasonable attorneys' fees,
      arising out of, or in any way connected with, any claim or action for
      alleged infringement of the intellectual or other proprietary property
      rights of third persons with respect to the Player Identification and
      any breach by Licensor of any statutory or regulatory law or order,
      provided that Licensor shall be given prompt notice of any such action
      or claim that comes to the attention of Company and Company shall be
      obligated to provide all

      information and assistance  reasonably  available to the Company to assist
      Licensor in its  obligations  to police and enforce the  intellectual  and
      other proprietary rights associated with the Player Identification.

(c)   The Company shall have the right, but not the obligation, to police,
      protect and enforce the intellectual and other proprietary rights
      associated with the Player Identification within the Contract
      Territory.  If the Company elects to pursue any claim for alleged
      infringement, Licensor shall take all reasonable actions necessary to
      assist the Company in the pursuit thereof but the Company will bear all
      costs related thereto and shall be entitled to retain all benefits
      resulting from the action, including without limitation any and all
      monetary damages awarded or otherwise received as a result of the
      Company's


      pursuit  of the  claim.  If the  Company  becomes  aware of any  potential
      infringement  of the  intellectual  property  rights  associated  with the
      Player Identification by any third party within the Contract Territory and
      the  Company  elects,  for  any  reason,  not  to  pursue  the  claim  for
      infringement,  the  Company  shall  notify  Licensor of the details of the
      potential  infringement  and  Licensor  shall  have  the  duty  to use all
      commercially  reasonable  efforts to pursue  the claim and to protect  the
      Company's rights to the Player Identification under this Agreement. If the
      Licensor elects not to pursue the claim or otherwise protect the Company's
      rights to the Player  Identification  under this  Agreement,  the  Company
      shall have a right to terminate this Agreement as provided in Paragraph 26
      below.



<PAGE>



23.   Termination


      Either party may terminate this  Agreement as follows:  if the other party
      at any time during the Contract  Period shall (a) fail to make any payment
      of any sum of money  herein  specified  to be  made;  provided  that  such
      payment is not made within ten (10) days after the defaulting  party shall
      have received written notice of such failure to make payment,  or (b) fail
      to  observe  or  perform  any  of  the  covenants,   use  of  the  "Player
      Identification",  agreements,  or  obligations  hereunder  (other than the
      payment of money),  provided  that such default is not cured within thirty
      (30) days after the  defaulting  party shall have received  written notice
      specifying  such  default,  or  (c)  be  declared  bankrupt  or  makes  an
      assignment for the benefit of its creditors,  or goes into  liquidation or
      receivership,  in which case it shall advise the other party  immediately;
      provided, however, that the non-bankrupt party shall not have the right to
      terminate  this  Agreement  by virtue of the bankrupt  party's  entry into
      proceedings  under Chapter 11 of the  Bankruptcy  Act or  receivership  or
      reorganization,  unless,  in any such case, the duties on the non-bankrupt
      party, or its ability to exercise its rights under this  Agreement,  shall
      be significantly more onerous as a result of those  proceedings.  Licensor
      also shall have a right to terminate  this  Agreement if the Company fails
      to achieve forecasted sales and fails to take adequate measures to improve
      sales as provided in Paragraph 9. In addition,  the Company shall have the
      special rights of termination set forth in Paragraph 26 below.

      Failure to terminate this Agreement  pursuant to this paragraph  shall not
      effect or  constitute a waiver of any remedies  the  non-defaulting  party
      would  have been  entitled  to demand in the  absence  of this  paragraph,
      whether by way of damages,  termination or otherwise.  Termination of this
      Agreement for whatever reason shall be without prejudice to the rights and
      liabilities  of either party to the other in respect of any matter arising
      under this Agreement.

24.   Prohibition on Premium Sales

      Company  agrees  that  Licensed  Products  will  not be sold or  otherwise
      supplied to any third party if such  Licensed  Products are intended to be
      given away free of charge or sold at a

      substantial discount by such third party as a part of any plan intended to
      promote the products,  services, or business of any third party. If in any
      instance Company desires to sell or supply Licensed  Products to any third
      party  where such  Licensed  Products  are  intended to use as premiums as
      aforesaid,  the  Company  may submit such a request in writing to Licensor
      setting forth all relevant  information  that may be requested by Licensor
      concerning the nature of such proposed  premium sale.  Licensor shall have
      the right to approve  or  disapprove  any such  proposed  premium  sale in
      Licensor's sole and exclusive discretion.


<PAGE>

25.   Automatic Renewal

      Unless and until this  Agreement is terminated  under  Paragraphs 23 or 26
      hereof,  at the end of the Initial  Contract  Year and each  Contract Year
      thereafter,  this Agreement  shall renew  automatically  for an additional
      year so that the Agreement will have a rolling five-year term.


26.   Special Right of Termination

      Company shall have the right to elect to terminate the Contract  Period at
      any time if, in the Company's  discretion,  the Company determines in good
      faith  that (a) the  commercial  value  of the  Player  Identification  is
      materially impaired by reason of the commission by Player of any act which
      shocks, insults, and offends the community and ridicules public morals and
      decency;  (b) that the  Player  Identification  no  longer  is  materially
      beneficial  to the  Company's  business and  marketing  plans.;  provided,
      however,  that the  disability  or death of Gary Player alone shall not be
      deemed to diminish the value of the Player  Identification  to the Company
      under this  Agreement;  or (c) as  provided in  Paragraph  22(c) above for
      failure  of the  Licensor  to protect  the  intellectual  property  rights
      associated  with the  Player  Identification  in the  Contract  Territory.
      Termination  under this paragraph shall become  effective on the thirtieth
      (30th) day next  following  the date of receipt by Licensor  of  Company's
      written notification of termination. Should Licensor disagree with Company
      as to the  existence  of a  condition  affording  Company  the right to so
      terminate the Contract Period, Licensor shall, within thirty

      (30) days following the receipt of any such notice of termination,  submit
      the matter to arbitration at West Palm Beach,  Florida, in accordance with
      the rules and  regulations  then  applicable  of the American  Arbitration
      Association  and any decision  resulting  from such  arbitration  shall be
      binding  upon the parties  hereto and may be enforced in any court  having
      competent jurisdiction.

<PAGE>

27.   Player Identification After Termination

      It is understood and agreed by Company that from and after the termination
      of the  Contract  Period,  all of the  rights of Company to the use of the
      Player  Identification  shall, except as hereinafter expressly provided in
      the paragraph next following, cease absolutely, and

      Company shall not thereafter  manufacture or sell any item whatsoever with
      the use of the Player  Identification or use the Player  Identification in
      any way whatsoever.

28.   Inventory of Licensed Products on Termination

      Any Licensed  Products that may have been  manufactured  by or for Company
      prior to the  termination  of the  Contract  Period,  or which were in the
      process of  manufacture  by Company,  or were  required  to fill  purchase
      orders  from  customers  accepted  by  Company  on or  prior  to  date  of
      termination,  may be sold by Company  during the one hundred  eighty (180)
      day period next following the date of termination, provided that:

(i)   Company is not in default of any term or condition of this Agreement;


(ii)  the  quantity of such  Licensed  Products in inventory at the time of such
      termination is not in excess of a reasonable seasonal quantity taking into
      account  Company's two previous  calendar sales  requirements for Licensed
      Products;


(iii) Company  shall  furnish  to  Licensor  within  thirty  (30) days after the
      effective  date  of the  termination  of the  Contract  Period  a  written
      statement  of the number and  description  of such  Licensed  Products  in
      inventory as of the effective date of termination;

(iv)  Company  shall  continue  to pay  Licensor  with  respect to such sales an
      earned royalty at the rate hereinafter specified; and

(v)   Earned royalty  amounts  payable  pursuant to this paragraph shall be paid
      within thirty (30) days following the end of said sell-off period.

<PAGE>

29.   Waiver

      The  failure  of  either  party  at any time or  times  to  demand  strict
      performance by the other of any of the terms, covenants, or conditions set
      forth  herein   shall  not  be   construed  as  a  continuing   waiver  or
      relinquishment thereof and each may at any time demand strict and complete
      performance by the other of said terms, covenants, and conditions.

30.   Brokers/Finders

      Licensor has relationships  with certain  individuals who present business
      opportunities  to  Licensor  from  time to time.  To the  extent  that any
      compensation is claimed by or determined to be due to any such individual,
      Licensor  shall  be  solely  liable  for the  payment  thereof  and  shall
      indemnify  and hold the  Company  harmless  from and  against  any and all
      liability and related expenses,  including reasonable attorney's fees. The
      Company did not

      engage any  broker or finder to  introduce  the  Company  to  Licensor  or
      otherwise bring the parties together in connection with this Agreement. To
      the  extent  that any third  party  (other  than a third  party  with whom
      Licensor has a relationship) makes a claim for compensation as a broker or
      finder  engaged  by the  Company,  the  Company  will  indemnify  and hold
      Licensor  harmless  from and  against  any and all  liability  and related
      expenses, including reasonable attorney's fees.

31.   Withholding Tax

      All payments due and payable to Gary Player Golf  Equipment  shall be paid
      free of all deductions but shall be subject to deductions for  withholding
      tax and other such deductions which are required to be deducted by Company
      pursuant  to the law of the State of  Florida.  Company  will use its best
      efforts to obtain the maximum reduced rate of withholding  available under
      applicable tax treaties on all payments to Gary Player Golf Equipment made
      hereunder.  If Company is  required by law to  withhold  any tax,  Company
      shall send to Licensor without delay, an official  government  certificate
      or government receipt of all tax withheld by Company hereunder.



<PAGE>


32.   Assignment


      This Agreement shall bind and inure to the benefit of Licensor,  and heirs
      and personal  representatives of Licensor.  Licensor may assign its rights
      under this  Agreement to any person,  firm,  partnership,  or  corporation
      which is able to, and does, warrant and represent  ownership of all rights
      warranted and  represented by Licensor herein and which shall be obligated
      to all of the terms of this  Agreement  as Licensor  and which shall enter
      into a

      binding written agreement with Company to that effect, provided,  however,
      that Licensor may assign its rights to payments under this Agreement;  and
      provided  further  that  any  such  assignment  shall  not act to  relieve
      Licensor of its obligations  and duties under this  Agreement.  The rights
      granted Company  hereunder shall be personal to it and shall not,  without
      prior written consent of Licensor, be transferred or assigned to any other
      party, which consent shall not be arbitrarily or unreasonably withheld.

33.   Insurance

      Licensor  assumes no liability  from Company or third parties with respect
      to the  performance  of the  Licensed  Products  manufactured  or  sold by
      Licensee under the Trademark. Company shall maintain Comprehensive General
      Liability insurance and the Product Liability Coverage in the amount of US
      $2,000,000  on the Licensed  Product and shall name Licensor as co-insured
      on the policy.  Company shall  furnish to Licensor a  certificate  of said
      insurance evidencing the above referenced coverage.



34.   Significance of Headings

      Section headings  contained herein are solely for the purpose of aiding in
      speedy  location  of  subject  matter and are not in any sense to be given
      weight in the construction of this Agreement.  Accordingly, in case of any
      question with respect to the  construction of this Agreement,  it is to be
      construed as though such section headings had been omitted.



<PAGE>



35.   Entire Agreement


      This writing  constitutes the entire agreement  between the parties hereto
      and may not be changed or modified except by a writing signed by the party
      or parties to be charged thereby.

36.   Joint Venture

      This  Agreement  does  not  constitute  and  shall  not  be  construed  as
      constituting a partnership or joint venture between  Licensor and Company.
      Neither  party shall have any right to obligate or bind the other party in
      any manner  whatsoever,  and nothing  herein  contained  shall give, or is
      intended to give, any rights of any kind to any third person.

37.   Reservation of Rights

      All rights not herein  specifically  granted to Company  shall  remain the
      property of Licensor to be used in any manner Licensor deems  appropriate.
      Company  understands  that  Licensor  has  reserved the right to authorize
      others to use Player Identification during the Contract

      Period in connection  with all tangible and intangible  items and services
      other than Products themselves.

38.   Governing Law

      This  Agreement  shall be governed and construed  according to the laws of
      the State of Florida without regards to conflict of laws.

39.   Arbitration

      In the event a dispute arises under this  Agreement  (other than a dispute
      as described in Paragraph 26 hereinabove) which cannot be resolved, such a
      dispute  shall be  submitted  to  arbitration  and  resolved  by three (3)
      arbitrators  (one of whom  shall  be a  lawyer)  in  accordance  with  the
      Commercial Arbitration Rules of the American Arbitration  Association then
      in  effect.  All such  arbitration  shall  take place at the office of the
      American Arbitration  Association located in West Palm Beach, Florida. The
      award or decision rendered by the

      arbitrator shall be final,  binding,  and conclusive,  and judgment may be
      entered upon such award by any court.


<PAGE>


40.   Execution and Delivery Required

      This  instrument  shall not be  considered  to be a binding  agreement  or
      contract  nor shall it create  any  obligation  whatsoever  on the part of
      Licensor  and  Company,  or either of them,  unless  and until it has been
      signed by Licensor  and by a  representative  of Company and  delivery has
      been made of a fully signed original.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.

GARY PLAYER GROUP, INC.                   AJAY LEISURE PRODUCTS, INC.



By:   \s\Marc B. Player                   By:   \s\Clarence H. Yahn
   ----------------------                    ------------------------

Title:   C.E.O                            Title:      President
      -------------------                       ---------------------

Date:   March 3, 1999                     Date:   March 8, 1999
     --------------------                      ----------------------


<PAGE>

                                  SCHEDULE A






                                          FAIR TRADED BRANDS
                                          ---------------------
                                          Green Grass Pro Shops
                                          Golf Specialty Stores
                LOGO                      Department Stores
                                          Sporting Goods Stores
            GARY PLAYER                   Mass Merchandise Stores
                                          E-Commerce







                                          OFFICIAL CORPORATE LOGO
                                          -----------------------
                                          Green Grass Pro Shops
            LOGO                          Golf Specialty Shops
                                          Better Department Stores
                                          Sporting Goods Stores











                                          DIRECT MARKETING BRAND
                                          ----------------------
            LOGO                          E-Commerce
        BLACK KNIGHT                      Tele Sales
                                          Direct Mail
                                          Infomercial

<PAGE>








                          SCHEDULE A    CONT=D
                          -----------   -------





                                          BLACK KNIGHT LOGO
                                          ----------------------
                                        Selected use on its own
            LOGO                        when in conjunction with
                                        other brands.









                                          SIGNATURE BRAND
                                          -------------------------
                                          Green Grass Pro Shops
            LOGO                          Up-Market Department Stores









<PAGE>






                                   SCHEDULE B
                                   ----------

                           Golf Accessories @ 2/28/99
                           --------------------------


A.   EXCLUSIVE ACCESSORY CATEGORIES

Replacement  Straps  for Golf Bags Golf Tubes  Travel  Covers for Golf Bags Shag
Bags Brushes  Retrievers Tees Scorecard Holders Club Care Kits Markers Lead Tape
Divot Tools  Plastic  and/or  Metal  Putting Cups  Plastic  Practice  Golf Balls
Mechanical  Scorekeeper  Distance  Finders Swing Rings Glove Keeper Driving Nets
Driving Mats
Other similar items which are core to Company's golf accessory lines to the
extent not covered under  B. below

B.  NON-EXCLUSIVE ACCESSORY CATEGORIES, SUBJECT TO DISCONTINUATION AT REQUEST
   OF LICENSOR *
Headcovers
Golf Umbrellas
Spikes
Spike Wrench
Shoe Horns
Shoe Bags
Shoe Trees
Other similar  items which are not core to Company's  golf  accessory  lines and
which are  covered by  licenses  granted by  Licensor  to  licensees  other than
Company



* These  categories  of  accessory  products  are not  expressly  covered by the
exclusive  license rights granted under that certain  Licensing  Agreement dated
March 1, 1999 by and between Gary Player Group.  Inc. and Ajay Leisure Products,
Inc. (the  "Agreement"),  to which this schedule B is attached and  incorporated
into  by  reference;   however,   Licensor  has  agreed  to  permit   Company  a
non-exclusive  right  to  use  the  Player  Identification  in  connection  with
Company's design, manufacture,  advertisement,  promotion, distribution and sale
of these types of accessory products.  Once the Company has commenced production
and  distribution  of  non-exclusive  categories,  the Licensor will provide the
Company  six (6)  months'  prior  written  notice  that it may no longer use the
Player  Identification  in  connection  with one or more of these  categories as
specified in the written notice,  and Paragraph 28 of the Agreement shall govern
the  Company's  rights to dispose  of its  inventory  related to any  terminated
accessory  product  line.  If the Company has not  commenced  the  production or
distribution of non-exclusive product categories, the Licensor may terminate the
right within ten (10) days prior written notice.