<PAGE>   1
                                                                   EXHIBIT 10.65

                            BRASSIE GOLF CORPORATION

David Bodner/Murray Huberfeld Partnership ("BH")

Congregation Ahavas Tzdokoh v'Chsed ("CA")

Rita Folger ("RF)

Gentlemen:

4.       You (collectively, the "Holders") have reviewed the filings which
Brassie Golf Corporation (the "Company")has made with the Securities Exchange
Commission during the past 12 months. The Company represents and warranties to
the Holders that all such filings are correct and accurate in all material
respects and in all material respects state all facts necessary to make such
filings not misleading. Holders have had the opportunity to discuss the
Company's affairs with the Company's officers.

5.       Holders have purchased from third parties Debentures of the Company in
the form of Exhibit 1 and in the aggregate principal amount and accrued interest
of not less than $2,449,000. BH, CA and RF respectively purchased 75.6097%,
19.5121% and 4.8780% of the Debentures.

6.       In order to induce Holders not to seek immediate collection of the
Debentures and for other good and valuable consideration, the Company hereby
agrees to issue to each Holder, in exchange for such Holder's interest in the
Old Debentures, (i) a debenture in the form of Exhibit 2 and in the principal
amount set forth opposite such Holder's name below (collectively, the "Notes'),
(ii) the number of restricted shares of company stock set forth opposite such
Holder's name below (the "Shares"), (iii) warrants in the form of Exhibit 3 to
purchase that number of shares of common stock of the Company which is set forth
opposite such Holder's name below at an exercise price of $0.17 per share (the
"A Warrants"), and (iv) warrants in the form of Exhibit 4 to purchase that
number of shares of common stock of the Company which is set forth opposite such
Holder's name below at an exercise price of $0.34 per share (the "B Warrants").
The A Warrants and the B Warrants are hereinafter sometimes collectively
referred to as the "Warrants").

<TABLE>
<CAPTION>
                       Holder              Number of     Principal       Number of       Number of
                                           shares        Amount of       A Warrants      B Warrants
                                          (Restricted)   Notes
<S>                                       <C>            <C>             <C>             <C>
Bodner/Huberfeld Partnership                1,249,170     $ 1,851,681      11,385,929       11,385,929

Congregation Ahavas Tzodokoh v'Chesed         322,367     $ 2,810,888       2,938,288        2,938,288

Rita Folger                                    80,591     $   119,462         716,917          716,917
                                            ---------     ------------     -----------      ----------
                                            1,652,128     $14,405,882      15,041,134       15,041,134
                                            =========     ===========      ==========       ==========
</TABLE>

4.       Rule 144.

         (a)      The Company confirms that the Old Debentures were issued no
                  later than March 31, 1996 to non-affiliates of the Company,
                  and that Holders will be entitled to tack the holding period
                  of the prior holder to each Holder's holding period under
                  Holder's Shares, Notes, Warrants and shares issuable on
                  conversion of the Notes or on cashless exercise of the
                  Warrants.

         (b)      It is the opinion of Company's counsel, a copy of which is
                  attached as Exhibit 4, that the Shares, and whenever any Note
                  or Warrant is converted, the shares issuable on such


<PAGE>   2

                  conversion, will be deemed to have been held for at least one
                  year for the purposes of the holding period requirements of
                  Rule 144.

         (c)      The Company will at all times satisfy the current public
                  information requirements of Rule 144.

5.       Registration.

         (a)      The Company will file, on or before the 90th day after the
                  date hereof (the date hereof being referred to herein as the
                  "Completion Date") a registration statement (the "Registration
                  Statement") for the public sale by Holders of the shares which
                  are issuable on conversion of the Notes and on exercise of the
                  Warrants (including any such securities which may then or
                  thereafter be issued on exercise of the Option. The shares to
                  be covered by the Registration Statement are collectively
                  referred to as the "registered shares."

         (b)      The Company shall use its best efforts to cause the
                  Registration Statement to become effective not later than 60
                  days after the date of filing, and to remain effective for
                  three years. The registration shall be accompanied by blue sky
                  clearances in such states as Holders may reasonably request.

         (c)      The Company shall pay all expenses of the registration
                  hereunder, other than Holder's underwriting discounts.

         (d)      The Company shall supply to Holders a reasonable number of
                  copies of all registration materials and prospectuses. The
                  Company and Holders shall execute and deliver to each other
                  indemnity agreements which are conventional in registered
                  offerings of this type. The Holders shall reasonably cooperate
                  with the Company in the preparation and filing of the
                  Registration Statement and appropriate amendments thereto.

         (e)      Holders may transfer a proportionate part of their
                  registration rights to a limited number of permitted
                  transferees of the Notes or portions thereof.

6.       Securities Representations.

         (a)      Each Holder represents and warrants that it is purchasing the
                  Old Debentures from current holders thereof, and it will
                  exchange the Old Debentures for Notes and other securities
                  issuable hereunder (collectively, including the shares
                  issuable on conversion of the Notes and on exercise of the
                  Warrants, the "Securities"), solely for investment solely for
                  its own account and not with a view to or for the resale or
                  distribution thereof except as permitted under the
                  Registration Statement.

         (b)      Each Holder understands that it may sell or otherwise transfer
                  the Securities only if such transaction is duly registered
                  under the Securities Act of 1933, as amended, under the
                  Registration Statement or otherwise, or if Holders shall have
                  received the favorable opinion of counsel to the Company, to
                  the effect that such sale or other transfer may be made in the
                  absence of registration under the Securities Act of 1933, as
                  amended, and registration or qualification in every applicable
                  state. The certificates representing the aforesaid securities
                  will be legended to reflect these restrictions, and stop
                  transfer instructions will apply. Holder realizes that the
                  Securities are not a liquid investment.

         (c)      No Holder has relied upon the advice of a "Purchaser
                  Representative" (as defined in Regulation D of the Securities
                  Act) in evaluating the risks and merits of this investment.
                  Each Holder has the knowledge and experience to evaluate the
                  Company and the risks



<PAGE>   3

                  and merits relating thereto.

         (d)      Each Holder represents and warrants that such Holder is an
                  "accredited investor" as such term is defined in Rule 501 of
                  Regulation D promulgated pursuant to the Securities Act of
                  1933, as amended, and shall be such on the date any shares are
                  issued to the holder; each Holder acknowledges that such
                  Holder is able to bear the economic risk of losing such
                  Holder's entire investment in the shares and understands that
                  an investment in the Company involves substantial risks; such
                  Holder has the power and authority to enter into this
                  agreement and the execution and delivery of, and performance
                  under this agreement shall not conflict with any rule,
                  regulation, judgment or agreement applicable to such Holder;
                  and such Holder has invested in previous transactions
                  involving restricted securities.

7.       Legal Fees. Concurrently herewith, the Company will pay a $27,000
fee to Oscar D. Folger as counsel to certain of the Holders.

8.        Nature of Obligations. The obligations of each Holder hereunder are
several and not joint, and no Holder makes any representation or warranty as to
any other Holder.

9.       Miscellaneous.

         This Agreement may not be changed or terminated except by written
                  agreement. It shall be binding on the parties and on their
                  personal representatives and permitted assigns. It sets forth
                  all agreements of the parties. It shall be enforceable by
                  decrees of specific performance (without posting bond or other
                  security) as well as by other available remedies. This
                  Agreement shall be governed by, and construed in accordance
                  with, the laws of Florida. The federal and state courts
                  sitting in the City of Tampa shall have exclusive jurisdiction
                  over all matters relating to this Agreement. Trial by jury is
                  expressly waived.

         All notices, requests, service of process, consents, and other
                  communications under this Agreement shall be in writing and
                  shall be deemed to have been delivered (i) on the date
                  personally delivered or (ii) one day after properly sent by
                  Federal Express, addressed to the respective parties at their
                  address set forth in this Agreement or (iii) on the day
                  transmitted by facsimile so long as a confirmation copy is
                  simultaneously forwarded by Federal Express, in each case
                  addressed to the respective parties at their address set forth
                  in this Agreement. Either party hereto may designate a
                  different address by providing written notice of such new
                  address to the other party hereto as provided above.


         Dated:  11/18/97
                -----------------------

         HOLDERS:

Bodner/Huberfeld Partnership

By:
     /s/ ?
    -----------------------------------

Congregation Ahavas Tzdokoh v'Chesed

By:  /s/ ?
    -----------------------------------
    /s/ Rita Folger
---------------------------------------


Rita Folger



AGREED:

BRASSIE GOLF CORPORATION

By:  /s/ ?
    -----------------------------------
     Chairman & CEO

<PAGE>   4


                                                                       EXHIBIT 2


         THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED, DISPOSED OF OR OFFERED FOR
SALE, IN WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THAT ACT COVERING THIS NOTE AND/OR THE COMMON STOCK ISSUABLE UPON
CONVERSION THEREOF, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BRASSIE
GOLF CORPORATION, THAT AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

         $119,462
         --------

                                CONVERTIBLE NOTE

                                  (the "Note")

                            BRASSIE GOLF CORPORATION

         BRASSIE GOLF CORPORATION, a Delaware corporation (hereinafter called
the "Corporation"), hereby promises to pay to the order of Rita Folger
(hereinafter the "Holder") the principal sum of $119,462 on December 31, 1998.
This Note shall accrue interest at the rate of 5% per annum, payable on the
first day of each calendar quarter commencing March 1, 1998 and on maturity.

         This Note is being issued under an Agreement between the Company and
the Holder (the "Subscription Agreement"). The term "Registration Statement"
shall have the meaning attributed thereto in the Subscription Agreement and the
term "Effective Date" means the date on which the Registration Statement shall
be declared to be effective. "Completion Date" shall have the meaning ascribed
thereto in the Subscription Agreement.

4.       Conversion Rights.

         (a)      The principal and accrued interest on this Note is convertible
                  by Holder from time to time commencing immediately, in whole
                  or in part, into shares of common stork of the Company "Common
                  Stock") at the lesser (the "Conversion Price") of $.17 per
                  share (the "Cap") or 70% of the average closing bid price (the
                  "Average Price") of the Common Stock during the last five
                  trading days prior to conversion.

         (b)      In the event that the Holder elects to exercise its conversion
                  rights hereunder, such conversion shall be effective when
                  Holder shall give to the Company written notice of such
                  election (which may be effected by facsimile). Holder shall
                  thereafter promptly surrender this Note to the Company for
                  cancellation against payment of interest accrued through the
                  date of conversion. The Company shall within five business
                  days after conversion deliver to Holder a certificate for the
                  Common Stock acquired by Holder upon such conversion.

         (c)      If the Effective Date has not occurred by the 121st day after
                  the Completion Date, then, in addition to the Holder's other
                  remedies:

                  (i)      the interest rate under the Note shall be increased
                           to 18% per annum (or, if less, the highest rate
                           permitted by law) until the Effective Date, and

<PAGE>   5

                  (ii)     at Holder's option, the Note shall not be repaid by
                           the Company and shall remain convertible and accrue
                           interest, until such date as is designated by Holder
                           but not later than 180 days after the Effective Date.

         (d)      If the Effective Date has not occurred by the 180th day after
                  the Completion Date, then, in addition to the Holder's other
                  remedies, the interest rate under the Note shall be further
                  increased to 24% per annum (or, if less, the highest rate
                  permitted by law) until the Effective Date.

         (e)      The Company shall reserve for issuance on conversion and
                  exercise of this Note and the Warrant (as defined in the
                  Subscription Agreement) sufficient shares of Common Stock. The
                  Company shall use its best efforts promptly to list on NASDAQ
                  all shares of Common Stock which are issued upon conversion of
                  this Note.

         (f)      The Note shall be convertible at any time only to the extent
                  that Holder would not as a result of such exercise
                  beneficially own more that 4.99% of the then outstanding
                  Common Stock. Beneficial ownership shall be defined in
                  accordance with Rule 13d-3 under the Securities Exchange Act
                  of 1934. The opinion of counsel to Holder shall prevail in the
                  event of any dispute on the calculation of Holder's beneficial
                  ownership.

         (g)      If any capital reorganization or reclassification of the
                  common stock, or consolidation, or merger of the Company with
                  or into another corporation, or the sale or conveyance of all
                  or substantially all of its assets to another corporation
                  shall be effected, then, as a condition precedent of such
                  reorganization or sale, the following provision shall be made:
                  The Holder of the Note shall from and after the date of such
                  reorganization or sale have the right to receive (in lieu of
                  the shares of common stock of the Company immediately
                  theretofore receivable with respect to the Note, upon the
                  exercise of conversion rights), such shares of stock,
                  securities or assets as would have been issued or payable with
                  respect to or in exchange for the number of outstanding shares
                  of such common stock immediately theretofore receivable with
                  respect to the Note (assuming the Note were then convertible).
                  In any such case, appropriate provision shall be made with
                  respect to the rights and interests of the Holders to the end
                  that such conversion rights (including, without limitation,
                  provisions for appropriate adjustments) shall thereafter be
                  applicable, as nearly as may be practicable in relation to any
                  shares of stock, securities or assets thereafter deliverable
                  upon the exercise thereof.

5.       Redemption Rights. In the event that the Holder proposes to convert all
or any portion of the principal or interest of this Note at a conversion price
of less than $.05, the Company shall at its option be entitled to redeem all or
any portion of the Note proposed to be converted. Such option shall be
exercisable by paying to the Holder, within three business days after the date
of such proposed conversion, cash equal to the sum of 125% of the amount of
principal and interest proposed to be converted, plus any accrued interest which
is not proposed to be converted.

6.       The Company covenants and agrees that all shares of Common Stock which
may be issued upon conversion of this Note will, upon issuance, be duly and
validly issued, fully paid and non-assessable and no personal liability will
attach to the holder thereof.

7.       Purchase for Investment. The Holder, by acceptance hereof, acknowledges
that the Note (and the Common Stock into which the Note is convertible) has not
been registered under the Act, covenants and agrees with the Company that such
Holder is taking and holding this Note (and the Common Stock into which the Note
is convertible) for investment purposes and not with a view to, or for sale in
connection with, a distribution thereof and that this Note (and the Common Stock
into which the Note is convertible) may not be assigned, hypothecated or
otherwise disposed of in the absence of an effective registration statement
under the Act or an opinion of counsel for the Holder, which counsel shall be
reasonably



<PAGE>   6

satisfactory to the Company, to the effect that such disposition is in
compliance with the Act, and represents and warrants that such Holder is an
"accredited investor" that such Holder has, or with its representative has, such
knowledge and experience in financial and business matters to be capable of
evaluating the merits and risks in respect of this Note (and the Common Stock
into which the Note is convertible) and is able to bear the economic risk of
such investment.

8.       Certain Payments. In the event the Company breaches its obligation to
deliver certificates for Common Stock under this Note upon conversion, or if the
Company breaches its obligation to pay redemption amounts when due, then without
limiting Holder's other rights and remedies (including, without limitation,
rights and remedies available to Holder upon an event of default), the Company
shall forthwith pay to the Holder an amount accruing at the rate of $1,000 per
day for each day of such breach for each $100,000 principal amount of this Note,
with pro rata payments for principal amounts of less than $100,000.

9.       Events of Default and Acceleration of the Note.

         (a)      An "event of default" with respect to this Note shall exist if
                  any of the following shall occur, if:

                  (i)      The Company shall breach or fail to comply with any
                           provision of this Note and such breach or failure
                           shall continue for 15 days after written notice by
                           any Holder of any Note to the Company.

                  (ii)     A receiver, liquidator or trustee of the Company or
                           of a substantial part of its properties shall be
                           appointed by court order and such order shall remain
                           in effect for more than 15 days; or the company shall
                           be adjudicated bankrupt or insolvent; or a
                           substantial part of the property of the Company shall
                           be sequestered by court order and such order shall
                           remain in effect for more than 15 days; or a petition
                           to reorganize the Company under any bankruptcy,
                           reorganization or insolvency law shall be filed
                           against the Company and shall not be dismissed within
                           45 days after such filing.

                  (iii)    The Company shall file a petition in voluntary
                           bankruptcy or request reorganization under any
                           provision of any bankruptcy, reorganization or
                           insolvency law, or shall consent to the filing of any
                           petition against it under any such law.

                  (iv)     The Company shall make an assignment for the benefit
                           of its creditors, or admit in writing its inability
                           to pay its debts generally as they become due, or
                           consent to the appointment of a receiver, trustee or
                           liquidator of the Company, or of all or any
                           substantial part of its properties.

         (b)      If an event of default referred to in clause (i) shall occur,
                  the Holder may, in addition to such Holder's other remedies,
                  by written notice to the Company, declare the principal amount
                  of this Note, together with all interest accrued thereon, to
                  be due and payable immediately. Upon any such declaration,
                  such amount shall become immediately due and payable and the
                  Holder shall have all such rights and remedies provided for
                  under the terms of this Note and the Subscription Agreement.
                  If an event of default referred to in clauses (ii), (iii) or
                  (iv) shall occur, the principal amount of this Note, together
                  with all interest accrued thereon, shall become immediately
                  due and payable and the Holder shall have all such rights and
                  remedies provided for under the terms of this Note and the
                  Subscription Agreement.

10.      Miscellaneous.

<PAGE>   7

         (a)      All notices and other communications required or permitted to
                  be given hereunder shall be in writing and shall be given (and
                  shall be deemed to have been duly given upon receipt) by
                  delivery in person, by telegram, by facsimile, recognized
                  overnight mail carrier, telex or other standard form of
                  telecommunications, or by registered or certified mail,
                  postage prepaid, return receipt requested, addressed as
                  follows: (a) if to the Holder, to such address as such Holder
                  shall furnish to the Company in accordance with this Section,
                  or (b) if to the Company, to it at its headquarters office, or
                  to such other address as the Company shall furnish to the
                  Holder in accordance with this Section.

         (b)      This Note shall be governed and construed in accordance with
                  the laws of the State of Florida applicable to agreements made
                  and to be performed entirely within such state.

         (c)      The Company waives protest, notice of protest, presentment,
                  dishonor, notice of dishonor and demand.

         (d)      If any provision of this Note shall for any reason be held to
                  be invalid or unenforceable, such invalidity or
                  unenforceability shall not affect any other provision hereof,
                  but this Note shall be construed as if such invalid or
                  unenforceable provision had never been contained herein.

         (e)      The waiver of any event of default or the failure of the
                  Holder to exercise any right or remedy to which it may be
                  entitled shall not be deemed a waiver of any subsequent event
                  of default or of the Holder's right to exercise that or any
                  other right or remedy to which the Holder is entitled.

         (f)      The Holder of this Note shall be entitled to recover its legal
                  and other costs of collecting on this Note, and such costs
                  shall be deemed added to the principal amount of this Note.

                  In addition to all other remedies to which the Holder may be
                  entitled hereunder, Holder shall also be entitled to decrees
                  of specific performance without posting bond or other
                  security.

         IN WITNESS WHEREOF, the Company has caused this Note to be duly
executed on the date set forth below.


Dated:          11/18/97
       --------------------------------


BRASSIE GOLF CORPORATION

By:  /s/ ?
    -----------------------------------



<PAGE>   8


                                                                Exhibits 3 and 4

         Neither this Warrant nor the shares of Common Stock issuable on
exercise of this Warrant have been registered under the Securities Act of 1913.
None of such securities may be transferred in the absence of registration under
such Act or an opinion of counsel to the effect that such registration is not
required.

                            BRASSIE GOLF CORPORATION

                                     WARRANT

         DATED: 11/18/97

         Number of Shares: 716,917 .17 cents

         Holder:  Rita Folger

         Address:

         ------------------------------

THIS CERTIFIES THAT the Holder is entitled to purchase from BRASSIE GOLF
CORPORATION, a Delaware corporation (hereinafter called the "Company"), the
number of shares of the Company's common stock ("Common Stock") set forth above,
at an exercise price equal to the lesser (the "Conversion Price") of [Exhibit 3:
$0.17][Exhibit 4: $0.34] per share (the "Cap") or 70% of the average closing bid
price (the "Average Price") of the Common Stock during the last five trading
days prior to exercise.

4.       All rights granted under this Warrant shall expire on the third
anniversary of the date of issuance of this Warrant.

5.       In lieu of the exercise of any portion of this Warrant as provided in
the foregoing sentence, this Warrant may, at the election of the Holder, be
converted into the nearest whole number of shares of Common Stock equal to:

         (a)      the product of (a) the number of shares of Common Stock then
                  issuable upon the exercise of this Warrant and (b) the excess,
                  of any, of (i) the Market Price Per Share (as determined
                  below) on the date of conversion over (ii) the exercise price,
                  divided by

         (b)      the Market Price Per Share on the date of conversion.

         The term "Market Price Per Share" on any date shall mean the closing
price per share of Company's Common Stock for the trading day immediately
preceding such date, or, if there is no trading price, the highest price
theretofore paid by any person for shares theretofore purchased form the
Company. This Warrant may also be converted in part into a pro rata number of
shares of Common Stock.

6.       In lieu of the exercise of any portion of this Warrant as provided in
the foregoing sentence, this Warrant may, at the election of the Holder, be
converted into the nearest whole number of shares of Common Stock equal to:


<PAGE>   9

         (a)      the product of (a) the number of shares of Common Stock then
                  issuable upon the exercise of this Warrant and (b) the excess,
                  of any, of (i) the Market Price Per Share (as determined
                  below) on the date of conversion over (ii) the exercise price,
                  divided by

         (b)      the Market Price Per Share on the date of conversion.

         The term "Market Price Per Share" on any date shall mean the closing
price per share of Company's Common Stock for the trading day immediately
preceding such date, or, if there is no trading price, the highest price
theretofore paid by any person for shares theretofore purchased from the
Company. This Warrant may also be converted in part into a pro rata number of
shares of Common Stock.

7.       In lieu of the exercise of any portion of this Warrant as provided in
the foregoing sentence, this Warrant may, at the election of the Holder, be
converted into the nearest whole number of shares of Common Stock equal to:

         (a)      the product of (a) the number of shares of Common Stock then
                  issuable upon the exercise of this Warrant and (b) the excess,
                  of any, of (i) the Market Price Per Share (as determined
                  below) an the date of conversion over (ii) the exercise price,
                  divided by

         (b)      the Market Price Per Share on the date of conversion.

         The term "Market Price Per Share" on any date shall mean the closing
price per share of Company's Common Stock for the trading day immediately
preceding such date, or, if there is no trading price, the highest price
theretofore paid by any person for shares theretofore purchased from the
Company. This Warrant may also be converted in part into a pro rata number of
shares of Common Stock.

8.       In lieu of the exercise of any portion of this Warrant as provided in
the foregoing sentence, this Warrant may, at the election of the Holder, be
converted into the nearest whole number of shares of Common Stock equal to:

         (a)      the product of (a) the number of shams of Common Stock then
                  issuable upon the exercise of this Warrant and (b) the excess,
                  of any, of (i) the Market Price Per Share (as determined
                  below) on the date of conversion over (ii) the exercise price,
                  divided by

         (b)      the Market Price Per Share on the date of conversion.

         The term "Market Price Per Share" on any date shall mean the closing
price per share of Company's Common Stock for the trading day immediately
preceding such date, or, if there is no trading price, the highest price
theretofore paid by any person for shares theretofore purchased form the
Company. This Warrant may also be converted in part into a pro rata number of
shares of Common Stock.

9.

10.      Notwithstanding anything to the contrary contained herein, Holder shall
not have the right to exercise this Warrant so long as and to the extent that at
the time of such exercise, such exercise would cause the Holder then to be the
"beneficial owner' of five percent (5%) or more of the Company's then
outstanding Common Stock. For purposes hereof, the term "beneficial owner" shall
have the meaning ascribed to it in Section 13(d) of the Securities Exchange Act
of 1934. The opinion of legal counsel to Holder, in form and substance
satisfactory to the Company and the Company's counsel, shall prevail in all
matters relating to the amount of Holder's beneficial ownership.

11.      This Warrant and the Common Stock issuable on exercise of this Warrant
(the "Underlying Shares") may be transferred, sold, assigned or hypothecated,
only if registered by the Company under the Securities Act of 1933 (the "Act")
or if the Company his received from counsel to the Company a written



<PAGE>   10

opinion to the effect that registration of the Warrant or the Underlying Shares
is not necessary in connection with such transfer, sale, assignment or
hypothecation. The Warrant and the Underlying Shares shall be appropriately
legended to reflect this restriction and stop transfer instructions shall apply.
The Holder shall through its counsel provide such information as is reasonably
necessary in connection with such opinion.

12.      The holder of this warrant is entitled to certain registration rights
under an Agreement dated 11/18/97 (the "Subscription Agreement").

13.      Any permitted assignment of this Warrant shall be effected by the
Holder by (i) executing the form of assignment at the end hereof, (ii)
surrendering the Warrant for cancellation at the office of the Company,
accompanied by the opinion of counsel to the Company referred to above, and
(iii) unless in connection with an effective registration statement which covers
the sale of this Warrant and or the shares underlying the Warrant, delivery to
the Company of a statement by the transferee (in a form acceptable to the
Company and its counsel) that such Warrant is being acquired by the Holder for
investment and not with a view to its distribution or resale; whereupon the
Company shall issue, in the name or names specified by the Holder (including the
Holder) new Warrants representing in the aggregate rights to purchase the same
number of Shares as are purchasable under the Warrant surrendered. Such Warrants
shall be exercisable immediately upon any such assignment of the number of
Warrants assigned. The transferor will pay all relevant transfer taxes.
Replacement Warrants shall bear the same legend as is borne by this Warrant.

14.      The term "Holder" should be deemed to include any permitted record
transferee of this Warrant.

15.      The Company covenants and agrees that all shares of Common Stock which
may be issued upon exercise hereof will, upon issuance, be duly and validly
issued, fully paid and non-assessable and no personal liability will attach to
the holder thereof. The Company further covenants and agrees that, during the
periods within which this Warrant may be exercised, the Company will at all
times have authorized and reserved a sufficient number of shares of Common Stock
for issuance upon exercise of this Warrant and all other Warrants.

16.      This Warrant shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company.

17.      In the event that as a result of reorganization, merger, consolidation,
liquidation, recapitalization, stock split, combination of shares or stock
dividends payable with respect to such Common Stock, the shares of Common Stock
of the Company are at any time increased or decreased or changed into or
exchanged for a different number or kind of share or other security of the
Company or of another corporation, then appropriate adjustments in the number
and kind of such securities then subject to this Warrant shall be made effective
as of the date of such occurrence so that the position of the Holder upon
exercise will be the same as it would have been had it owned immediately prior
to the occurrence of such events the Common Stock subject to this Warrant. Such
adjustment shall be made successively whenever any event listed above shall
occur and the Company will notify the Holder of the Warrant of each such
adjustment. Any fraction of a share resulting from any adjustment shall be
eliminated and the price per share of the remaining shares subject to this
Warranty adjusted accordingly.

18.      The rights represented by this Warrant may be exercised at any time
within the period above specified by (i) surrender of this Warrant (with the
purchase form at the end hereof properly executed) at the principal executive
office of the Company (or such other office or agency of the Company as it may
designate by notice in writing to the Holder at the address of the Holder
appearing on the books of the Company); (ii) payment to the Company of the
exercise price for the number of Shares specified in the above-mentioned
purchase form together with applicable stock transfer taxes, if any; and (iii)
unless in connection with an effective registration statement which covers the
sale of the shares underlying the Warrant, the delivery to the company of a
statement by the Holder (in a form acceptable to the Company



<PAGE>   11

and its counsel) that such Shares are being acquired by the Holder for
investment and not with a view to their distribution or resale.

19.      The certificates for the Common Stock so purchased shall be delivered
to the Holder within a reasonable time, not exceeding five business days after
all requisite documentation has been provided, after the rights represented by
this Warrant shall have been so exercised, and shall bear a restrictive legend
with respect to any applicable securities laws.

20.      This Warrant shall be governed by and construed in accordance with the
laws of the State of Delaware. The federal and state courts in the city
of __________ shall have exclusive jurisdiction over this instrument and the
enforcement thereof. Service of process shall be effective if by certified mail,
return receipt requested. All notices shall be in writing and shall be deemed
given upon receipt by the party to whom addressed. This instrument shall be
enforceable by decrees of specific performances as well as other remedies.

         IN WITNESS WHEREOF, Brassie Golf Corporation has caused this Warrant to
be signed by its duly authorized officers under its corporate seal, and to be
dated as of the date set forth above.

         BRASSIE GOLF CORPORATION

         By:  /s/ ?
             --------------------------



<PAGE>   12


                                                                       Exhibit 4

                               Opinion of Counsel


                                    Omitted

<PAGE>   13


                                                                Exhibits 3 and 4

         Neither this Warrant nor the shares of Common Stock issuable on
exercise of this Warrant have been registered under the Securities Act of 1913.
None of such securities may be transferred in the absence of registration under
such Act or an opinion of counsel to the effect that such registration is not
required.

                            BRASSIE GOLF CORPORATION

                                     WARRANT

         DATED:  11/18/97

         Number of Shares:  716,917 .34 cents

         Holder:  Rita Folger

         Address:

         ------------------------------

THIS CERTIFIES THAT the Holder is entitled to purchase from BRASSIE GOLF
CORPORATION, a Delaware corporation (hereinafter called the "Company"), the
number of shares of the Company's common stock ("Common Stock") set forth above,
at an exercise price equal to the lesser (the "Conversion Price") of [Exhibit 3:
$0.17][Exhibit 4: $0.34] per share (the "Cap") or 70% of the average closing bid
price (the "Average Price") of the Common Stock during the last five trading
days prior to exercise.

4.       All rights granted under this Warrant shall expire on the third
anniversary of the date of issuance of this Warrant.

5.       In lieu of the exercise of any portion of this Warrant as provided in
the foregoing sentence, this Warrant may, at the election of the Holder, be
converted into the nearest whole number of shares of Common Stock equal to:

         (a)      the product of (a) the number of shares of Common Stock then
                  issuable upon the exercise of this Warrant and (b) the excess,
                  of any, of (i) the Market Price Per Share (as determined
                  below) on the date of conversion over (ii) the exercise price,
                  divided by

         (b)      the Market Price Per Share on the date of conversion.

         The term "Market Price Per Share" on any date shall mean the closing
price per share of Company's Common Stock for the trading day immediately
preceding such date, or, if there is no trading price, the highest price
theretofore paid by any person for shares theretofore purchased form the
Company. This Warrant may also be converted in part into a pro rata number of
shares of Common Stock.

6.       In lieu of the exercise of any portion of this Warrant as provided in
the foregoing sentence, this Warrant may, at the election of the Holder, be
converted into the nearest whole number of shares of Common Stock equal to:

<PAGE>   14

         (a)      the product of (a) the number of shares of Common Stock then
                  issuable upon the exercise of this Warrant and (b) the excess,
                  of any, of (i) the Market Price Per Share (as determined
                  below) on the date of conversion over (ii) the exercise price,
                  divided by

         (b)      the Market Price Per Share on the date of conversion.

         The term "Market Price Per Share" on any date shall mean the closing
price per share of Company's Common Stock for the trading day immediately
preceding such date, or, if there is no trading price, the highest price
theretofore paid by any person for shares theretofore purchased from the
Company. This Warrant may also be converted in part into a pro rata number of
shares of Common Stock.

7.       In lieu of the exercise of any portion of this Warrant as provided in
the foregoing sentence, this Warrant may, at the election of the Holder, be
converted into the nearest whole number of shares of Common Stock equal to:

         (a)      the product of (a) the number of shares of Common Stock then
                  issuable upon the exercise of this Warrant and (b) the excess,
                  of any, of (i) the Market Price Per Share (as determined
                  below) an the date of conversion over (ii) the exercise price,
                  divided by

         (b)      the Market Price Per Share on the date of conversion.

         The term "Market Price Per Share" on any date shall mean the closing
price per share of Company's Common Stock for the trading day immediately
preceding such date, or, if there is no trading price, the highest price
theretofore paid by any person for shares theretofore purchased from the
Company. This Warrant may also be converted in part into a pro rata number of
shares of Common Stock.

8.       In lieu of the exercise of any portion of this Warrant as provided in
the foregoing sentence, this Warrant may, at the election of the Holder, be
converted into the nearest whole number of shares of Common Stock equal to:

         (a)      the product of (a) the number of shams of Common Stock then
                  issuable upon the exercise of this Warrant and (b) the excess,
                  of any, of (i) the Market Price Per Share (as determined
                  below) on the date of conversion over (ii) the exercise price,
                  divided by

         (b)      the Market Price Per Share on the date of conversion.

         The term "Market Price Per Share" on any date shall mean the closing
price per share of Company's Common Stock for the trading day immediately
preceding such date, or, if there is no trading price, the highest price
theretofore paid by any person for shares theretofore purchased form the
Company. This Warrant may also be converted in part into a pro rata number of
shares of Common Stock.

9.

10.      Notwithstanding anything to the contrary contained herein, Holder shall
not have the right to exercise this Warrant so long as and to the extent that at
the time of such exercise, such exercise would cause the Holder then to be the
"beneficial owner' of five percent (5%) or more of the Company's then
outstanding Common Stock. For purposes hereof, the term "beneficial owner" shall
have the meaning ascribed to it in Section 13(d) of the Securities Exchange Act
of 1934. The opinion of legal counsel to Holder, in form and substance
satisfactory to the Company and the Company's counsel, shall prevail in all
matters relating to the amount of Holder's beneficial ownership.

11.      This Warrant and the Common Stock issuable on exercise of this Warrant
(the "Underlying Shares") may be transferred, sold, assigned or hypothecated,
only if registered by the Company under the Securities Act of 1933 (the "Act")
or if the Company his received from counsel to the Company a written



<PAGE>   15

opinion to the effect that registration of the Warrant or the Underlying Shares
is not necessary in connection with such transfer, sale, assignment or
hypothecation. The Warrant and the Underlying Shares shall be appropriately
legended to reflect this restriction and stop transfer instructions shall apply.
The Holder shall through its counsel provide such information as is reasonably
necessary in connection with such opinion.

12.      The holder of this warrant is entitled to certain registration rights
under an Agreement dated 11/18/97 (the "Subscription Agreement").

13.      Any permitted assignment of this Warrant shall be effected by the
Holder by (i) executing the form of assignment at the end hereof, (ii)
surrendering the Warrant for cancellation at the office of the Company,
accompanied by the opinion of counsel to the Company referred to above, and
(iii) unless in connection with an effective registration statement which covers
the sale of this Warrant and or the shares underlying the Warrant, delivery to
the Company of a statement by the transferee (in a form acceptable to the
Company and its counsel) that such Warrant is being acquired by the Holder for
investment and not with a view to its distribution or resale; whereupon the
Company shall issue, in the name or names specified by the Holder (including the
Holder) new Warrants representing in the aggregate rights to purchase the same
number of Shares as are purchasable under the Warrant surrendered. Such Warrants
shall be exercisable immediately upon any such assignment of the number of
Warrants assigned. The transferor will pay all relevant transfer taxes.
Replacement Warrants shall bear the same legend as is borne by this Warrant.

14.      The term "Holder" should be deemed to include any permitted record
transferee of this Warrant.

15.      The Company covenants and agrees that all shares of Common Stock which
may be issued upon exercise hereof will, upon issuance, be duly and validly
issued, fully paid and non-assessable and no personal liability will attach to
the holder thereof. The Company further covenants and agrees that, during the
periods within which this Warrant may be exercised, the Company will at all
times have authorized and reserved a sufficient number of shares of Common Stock
for issuance upon exercise of this Warrant and all other Warrants.

16.      This Warrant shall not entitle the Holder to any voting rights or other
rights as a stockholder of the Company.

17.      In the event that as a result of reorganization, merger, consolidation,
liquidation, recapitalization, stock split, combination of shares or stock
dividends payable with respect to such Common Stock, the shares of Common Stock
of the Company are at any time increased or decreased or changed into or
exchanged for a different number or kind of share or other security of the
Company or of another corporation, then appropriate adjustments in the number
and kind of such securities then subject to this Warrant shall be made effective
as of the date of such occurrence so that the position of the Holder upon
exercise will be the same as it would have been had it owned immediately prior
to the occurrence of such events the Common Stock subject to this Warrant. Such
adjustment shall be made successively whenever any event listed above shall
occur and the Company will notify the Holder of the Warrant of each such
adjustment. Any fraction of a share resulting from any adjustment shall be
eliminated and the price per share of the remaining shares subject to this
Warranty adjusted accordingly.

18.      The rights represented by this Warrant may be exercised at any time
within the period above specified by (i) surrender of this Warrant (with the
purchase form at the end hereof properly executed) at the principal executive
office of the Company (or such other office or agency of the Company as it may
designate by notice in writing to the Holder at the address of the Holder
appearing on the books of the Company); (ii) payment to the Company of the
exercise price for the number of Shares specified in the above-mentioned
purchase form together with applicable stock transfer taxes, if any; and (iii)
unless in connection with an effective registration statement which covers the
sale of the shares underlying the Warrant, the delivery to the company of a
statement by the Holder (in a form acceptable to the Company



<PAGE>   16

and its counsel) that such Shares are being acquired by the Holder for
investment and not with a view to their distribution or resale.

19.      The certificates for the Common Stock so purchased shall be delivered
to the Holder within a reasonable time, not exceeding five business days after
all requisite documentation has been provided, after the rights represented by
this Warrant shall have been so exercised, and shall bear a restrictive legend
with respect to any applicable securities laws.

20.      This Warrant shall be governed by and construed in accordance with the
laws of the State of Delaware. The federal and state courts in the city of
__________ shall have exclusive jurisdiction over this instrument and the
enforcement thereof. Service of process shall be effective if by certified mail,
return receipt requested. All notices shall be in writing and shall be deemed
given upon receipt by the party to whom addressed. This instrument shall be
enforceable by decrees of specific performances as well as other remedies.

         IN WITNESS WHEREOF, Brassie Golf Corporation has caused this Warrant to
be signed by its duly authorized officers under its corporate seal, and to be
dated as of the date set forth above.

         BRASSIE GOLF CORPORATION

         By:  /s/ ?
             --------------------------



<PAGE>   17


                                                                       Exhibit 4

                               Opinion of Counsel

                                    Omitted