SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT


      This Second Amendment to Stock Purchase  Agreement  ("Amendment") is dated
as of June 22, 1999,  and is between Ajay Sports,  Inc., a Delaware  corporation
("Ajay"),  and  Robert  Sage and The Jack  London  Revocable  Living  Trust (the
"Trust")  (collectively  referred to as "Selling  Shareholders") and Pro Golf of
America, Inc. a Michigan corporation ("PGA").

      Whereas,  the parties have executed a Stock Purchase Agreement dated April
8,  1999 as  amended  by a First  Amendment  to Stock  Purchase  Agreement  (the
"Agreement");

      Whereas, the parties desire to amend certain provisions of the Agreement.

      Now, therefore,  in consideration of the premises and the representations,
warranties,  covenants,  and  agreements  herein  contained  and intending to be
legally bound hereby, Ajay, PGA and Selling Shareholders agree as follows:

1.    The last  sentence  of  Section  1.3 of the  Agreement  is  deleted  and
      replaced with the following:

            The  closing  date  in  Effective  Time  shall  not  be  later  than
            Wednesday, June 23, 1999 (the "Closing Date").

2.    Each party  represents  to the other parties that he or it has consulted
      with his or its legal  counsel to the  extent he or it deemed  necessary
      or advisable and that he or it  understands  the terms and provisions of
      this  Amendment,  agrees  that such  terms and  provisions  are fair and
      reasonable as negotiated and has  voluntarily  entered into,  signed and
      delivered   this   Amendment   to  the  other   parties.   The   Selling
      Shareholders  acknowledge  that Alan R. Miller and Alan R. Miller,  P.C.
      has solely  represented  PGA and PGD in connection  with the negotiation
      and consummation of the transaction contemplated by this Amendment.

3.    This Amendment and any  subsequent  amendments may be executed in one or
      more counterparts,  each of which shall be deemed to be an original, but
      all  of  which  shall  constitute  one  and  the  same  agreement.  This
      Amendment and any  subsequent  amendments may be signed and delivered by
      facsimile  transmission,  which  delivery  shall  have the same  binding
      effect as delivery of the document  containing  the original  signature.
      At the  request  of any  party,  any  document  delivered  by  facsimile
      signature  shall be  followed  by or  re-executed  by all  parties in an
      original  form;  provided,  that, the failure of any party to do so will
      not invalidate the signature delivered by facsimile transmission.

4.    Except as  specifically  amended by the Amendment,  the Agreement  shall
      remain in full force and effect.




<PAGE>



      In Witness  Whereof,  each of the parties has caused this  Amendment to be
duly executed on its or his behalf as of the day and year first above written.


                                                Ajay Sports, Inc.

                                                /s/ Thomas W. Itin
                                                ---------------------------
                                                Thomas W. Itin, President

                                                Pro Golf of America, Inc.

                                                /s/ Robert Sage
                                                ---------------------------
                                                Robert Sage, President

                                                SELLING SHAREHOLDERS:

                                                /s/ Robert Sage
                                                ---------------------------
                                                Robert Sage

                                                The  Jack   London   Revocable
                                                Living Trust

                                                By: /s/ Jack London
                                                ----------------------------
                                                     Jack London, Trustee