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                           SALE OF ASSETS AGREEMENT
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      AGREEMENT made June 23, 1999, between State of the Art Golf Company, Inc.,
a Michigan corporation, having its principal business office at 32751 Middlebelt
Rd.,  Farmington  Hills,  Michigan 48334  ("Seller"),  and Ajay Sports,  Inc., a
Delaware corporation, ("Purchaser").

                                   Recitals

      Seller is willing to sell  certain  assets  described in Paragraph 1 below
(the "Property") to the Purchaser; and

      Purchaser is willing to buy the Property in  accordance  with the terms of
this Agreement.

      It is therefore agreed:

1.    Sale of Assets.

      On the  Closing  Date  (as  hereinafter  defined),  Seller  shall  sell to
      Purchaser,  and  Purchaser  shall  purchase and acquire the  Property,  as
      follows:

      1.1.  All equipment (as defined by the Michigan Uniform  Commercial Code),
            furniture and fixtures and, to the extent not otherwise constituting
            equipment  as defined  above,  all other items of tangible  personal
            property, in each case whether or not capitalized on Seller's books.

      1.2.  All  inventory  (as  defined by the  Michigan  Uniform  Commercial
            Code).

      1.3.  All  accounts  receivable  as listed on Schedule A (all as defined
            in the  Michigan  Uniform  Commercial  Code)  , and  any  security
            Seller  holds  for  the  payment  of  these  accounts  and  all of
            Seller's  general  intangibles (as defined by the Michigan Uniform
            Commercial  Code), but excluding cash in bank,  prepaid  Corporate
            Income Tax, and  $106,824.00  owed by Pro Golf of Nevada L.L.C. to
            Seller  relating  to  Cadillac  brand golf  products  and,  to the
            extent not constituting  general intangibles as defined above, any
            interest  of Seller in any and all  claims by Seller  relating  to
            those accounts  receivable being  transferred to Purchaser against
            any  other  person,  whether  now  accrued  or  later  to  accrue,
            contingent  or  otherwise,  known or  unknown,  including  but not
            limited to, all rights under  express or implied  warranties  from
            suppliers (except as they may apply to Seller's  liabilities which
            were  not  assumed  by   Purchaser),   claims  for  collection  or
            indemnity, claims in bankruptcy, and choses in action.


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      1.4.  All  Seller's  right,   title,   benefit  and  interest  in  and  to
            trademarks,  tradenames,  inventions,   discoveries,   improvements,
            designs,  prototypes,  know how, and other intellectual  property as
            defined by Michigan law.

      1.5.  The full  benefit of (a) any and all purchase  orders  placed with
            and  accepted  by Seller on or before the  closing  date that have
            not been  completely  performed or filled before the closing date,
            covering  the  purchase  from Seller of products to be supplied by
            Seller  and  including  all  deposits,   progress,  payments,  and
            credits, (b) Leases of personal property,  and (c) all policies of
            insurance and rights to make claims and other rights  hereunder as
            listed on Schedule B ("Contracts and Commitments").

      1.6.  All customer lists and supplier lists.

      1.7.  All security deposits,  prepaid expenses, and similar items in the
            amount accrued as of the closing date.

      1.8.  All  transferable  local,  state and federal  franchises,  licenses,
            bonds, permits, and similar items owned or held by Seller.

      1.9.  The business  conducted by Seller as a going concern,  including any
            and all goodwill,  telephone  and facsimile  numbers and yellow page
            advertisements.

2.    Purchase Price.

      The purchase  price for the Property  shall be Six Hundred Fifty  Thousand
      ($650,000) Dollars.

3.    Payment of Purchase Price.

      The purchase  price for the Property shall be paid to Seller in cash or by
      certified check at the closing.

4.    Liabilities.



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      The  Purchaser  assumes no  liabilities  pursuant to this  Agreement  with
      respect to the Property,  whether accrued,  absolute,  contingent,  known,
      unknown or otherwise, except all of Seller's Accounts Payable and Seller's
      Accounts  Payable  Accrual as listed on Schedule C  (excluding  $11,980.96
      regarding  possible amounts due Orlimar Golf Company which is addressed in
      the Escrow Agreement  referred to in Paragraph 5 hereof) and the Discounts
      Available as of the Closing Date as well as any executory  obligations  of
      Seller's continued  performance arising in the ordinary course of business
      under any Contracts and Commitments that become  performable or payable on
      or after the closing date.  The Line of Credit Payable to Bank One and the
      Loan Payable to Officers are not being assumed by Purchaser.


5.         A. Escrow Agreement

      The parties agree that the sum of $32,652.00 shall be escrowed pursuant to
      an Escrow  Agreement dated  contemporaneously  herewith to be administered
      and distributed pursuant to said Escrow Agreement.

              B. Cash Payment By Seller

      It is the intent of Seller and Purchaser  that the balance sheet of Seller
      does, as of June 23, 1999, reflect approximately the same assets purchased
      by Purchaser  and the  liabilities  assumed by Purchaser as of the Closing
      Date.  In order to  accomplish  this,  the parties have agreed that Seller
      shall pay to Purchaser the sum of $32,652.00 at the Closing.

6.    Indemnity Against Creditors' Claims.

      Seller  has  requested  Purchaser  to waive the  requirements  of the bulk
      transfer  provisions  of the Uniform  Commercial  Code,  and Purchaser has
      acceded to this  request.  Seller  will  indemnify  Purchaser  and hold it
      harmless against all claims made by Seller's  creditors,  other than those
      related  to the  liabilities  Purchaser  is  assuming  including,  but not
      limited to,  reasonable  attorney fees and costs of defending such claims.
      Seller  represents  that there are no liabilities of any nature  (accrued,
      absolute,  contingent  or  otherwise),  liens,  encumbrances,  or security
      interests  on any of the  property  to be sold to  Purchaser,  except  the
      liabilities  being assumed and except any of the foregoing which are to be
      discharged at closing,  and warrants that the title  conveyed to Purchaser
      will  be  free  and  clear.   All  of  the   provisions,   warranties  and
      representations in this Paragraph shall survive the closing.

7.    Representation by Purchaser.

      Purchaser warrants and represents that the merchandise and inventory to be
      purchased  as part of the Property  will be  purchased  for the purpose of
      resale, and that it has applied,  or will immediately apply, to the proper
      authorities of the State of Michigan for a registration  certificate under
      the Michigan  sales tax law.  Purchaser  will  indemnify and hold harmless
      Seller against all claims for any Michigan  sales tax on such  merchandise
      and any  claims  by any  creditors  relating  to  non-payment  of  amounts
      relating to those  liabilities  assumed by Purchaser,  including,  but not
      limited to,  reasonable  attorney fees and costs of defending such claims.
      All the provision,  warranties and representations in this Paragraph shall
      survive the closing.

8.    Broker.


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      Purchaser   warrants  and  represents  that  no  broker  was  involved  in
      negotiating  this  Agreement,  and  agrees to  indemnify  and hold  Seller
      harmless  against all claims for  brokerage,  including  any actual costs,
      expenses  and  attorney  fees  incurred  as a  result  of  any  claim  for
      brokerage.


9.    Closing.

      The closing is contingent  upon and shall take place  simultaneously  with
      the Closing on the Stock Purchase  Agreement  between Pro Golf of America,
      Inc.  and its  shareholders,  and  Purchaser,  and at same  location  (the
      "Closing  Date").  At the closing,  Seller  shall  deliver to Purchaser an
      appropriate bill of sale of the property specified to be sold in Paragraph
      1. The parties  agree that prior to the Closing  Date,  the parties  shall
      agree on the allocation of the Purchase Price.

10.   No Violation or Breach.

      Each party,  as to such party,  warrants and represents to the other party
      that the performance of this agreement does not violate any federal, state
      or local law,  statute,  ordinance,  or  regulation  regarding  controlled
      substances, or otherwise, or any agreement,  court or administrative order
      or ruling by which such party may be bound.

11.   Binding Effect.

      This  agreement  shall be  binding  upon and inure to the  benefit  of the
      parties and their legal  representatives,  successors and assigns,  except
      that this Agreement is not assignable by Purchaser  without Seller's prior
      written consent.

12.   Authority.

      The  parties  represent  that  they  have  full  authority  to bind  their
      respective  corporations by this  agreement,  and that all appropriate and
      necessary  corporate  action  has been  taken in  order to  authorize  the
      transaction  contemplated  thereby.  Both parties are corporations in good
      standing under the laws of the State of Michigan.

13.   No Untrue Statements.

      Seller  represents  and  warrants  that  to  their  knowledge  none of the
      information   disclosed  to  Purchaser  in  relation  to  the  transaction
      contemplated  by this  Agreement  omits or will omit to state any material
      fact  necessary  to make any  representation  or warranty  herein made not
      misleading.

14.   Non-Waiver.

      No delay or failure by either party to exercise any right  hereunder,  and
      no partial or single exercise of any such right, shall constitute a waiver
      of that or any other right, unless otherwise expressly provided herein.



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15.   Headings.


      Headings in this Agreement are for convenience  only and shall not be used
      to interpret or construe its provisions.

16.   Governing Law.

      This Agreement shall be governed by,  enforced,  remedied and construed in
      accordance with the laws of the State of Michigan.

17.   Choice of Forum.

      Any dispute  arising out of this Agreement  shall be litigated only in the
      Courts of the State of Michigan, County of Oakland. The parties consent to
      the  jurisdiction  of  Michigan  Courts  and to the venue of the Courts of
      Oakland  County,  Michigan.  The  parties  agree not to assert  venue as a
      defense to an action  arising under this  Agreement,  unless the action is
      brought other than in Oakland County, Michigan.

18.   Counterparts.

      This Agreement may be executed in one or more counterparts,  each of which
      shall be deemed an original but all of which together shall constitute one
      and the same instrument.

19.   Time of Essence.

      Time is of the essence of this agreement.

20.   Entire Agreement; Modification.

      This Agreement  supersedes all prior agreements and constitutes the entire
      agreement  between the parties with respect to the subject  matter hereof.
      It may be changed only by a written agreement, signed by the party against
      whom  enforcement  of any waiver,  change,  modification  or  discharge is
      sought.

21.   Notices.

      All notices  hereunder  shall be in writing and  delivered  personally  or
      mailed by certified  mail,  postage  prepaid,  addressed to the parties at
      their last known addresses.



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22.   Use of  Facsimile  Machine.  The  parties  agree  that for  purposes  of
      negotiating  and finalizing this  Agreement,  any signed  documentation,
      including this Agreement and any subsequent  amendments,  transmitted by
      facsimile  machine  shall be treated in all manners and in all  respects
      as an original  document and shall have the same binding legal effect as
      an original  contract.  The  signature of any party shall be  considered
      for these  purposes as an original  signature.  At the request of either
      party,  any facsimile  document  shall be re-executed by both parties in
      an  original  form;  provided,  that,  the failure of any party to do so
      will not invalidate the signature delivered by facsimile transmission.


      IN WITNESS WHEREOF, the parties have executed this Agreement.

                                    STATE OF THE ART GOLF COMPANY, INC.

                                    By:  /s/ Robert Sage
                                       -------------------------
                                        Robert Sage
                                        Its: President

                                    By:  /s/ Jack London
                                       -------------------------
                                        Jack London
                                        Its:  Chairman of the Board

                                    AJAY SPORTS, INC.

                                    By:  /s/ Thomas W. Itin
                                       --------------------------
                                        Thomas W. Itin
                                        Its:  President