Amendment to Note



This  Amendment to Note  ("Amendment"),  made,  delivered,  and  effective as of
September 7, 1999, 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 ("Note"); and

WHEREAS, Bank and Borrower 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  "September  7, 1999" in the first  sentence of the Note is
deleted and  "November 8, 1999" is inserted in lieu  thereof.  The  indebtedness
outstanding  under the Note shall now be due and  payable in full on the earlier
of November 8, 1999 and DEMAND by Bank.

2. 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.

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

4. 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.

5. 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.  Nothing set forth in this  Amendment  shall be deemed to
   modify the demand nature of the Note.

6. This  Amendment is not an agreement to any further or other  amendment of the
Note.

7. 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.

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



                            [continued on next page]


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The above Amendment to Note is consented to by the undersigned  Guarantors as of
September 7, 1999.

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


-----------------------------------------------
Thomas W. Itin, individually


-----------------------------------------------
Shirley B. Itin, individually