Ajay Sports Inc Watch

from 8-K 1 page Assignment and Assumption Agreement This Assignment and Assumption Agreement Is Made and Entered Into as of the 22nd Day of June, 1999, by and Between Pro Golf International, Inc., a Delaware Corporation ("Pgi"), and Pro Golf of America, Inc., a Michigan Corporation ("Pgoa"). R E C I T a L S: A. by Separate Assignement Dated of Even Date Herewith, Ajay Sports, Inc., a Delaware Corporation ("Ajay"), Assigned to and Pgi Assumed All of Ajay's Rights and Obligations Under That Certain Sale of Assets Agreement (The "Sota Sale Agreement") Dated of Even Date Herewith by and Between Ajay and State of the Art Golf Company, Inc. ("Sota"). B. Pgi Owns All of the Issued and Outstanding Capital Stock of Pgoa. C. Pgi Desires to Assign and Pgoa Desires to Assume All of Pgi's Rights Under the Sota Purchase Agreement. Agreements in Consideration of the Mutual Covenants and Agreements of the Parties and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Do Hereby Agree as Follows: 1. Assignment and Assumption . Pgi Hereby Assigns, Transfers and Sets Over to Pgoa, All of Pgi's Right, Title and Interest in and to the Sota Sale Agreement. Pgoa Hereby Assumes and Agrees to Pay, Perform and Charge When Due or When Required to Be Performed All of Pgi's Obligations Under the Sota Sale Agreement. in Witness Whereof, the Parties Have Caused This Assignment and Assumption Agreement to Be Executed by Their Respective Officers Thereunto Duly Authorized on the Date First Above Set Forth. Pro Golf International, Inc. By: /S/ Robert R. Hebard Robert R. Hebard, Secretary Pro Golf of America, Inc. By: /S/ Thomas W. Itin Thomas W. Itin, Chairman and Chief Executive Officer

from 8-K 1 page Assignment and Assumption Agreement This Assignment and Assumption Agreement Is Made and Entered Into as of the 22nd Day of June, 1999, by and Between Ajay Sports, Inc., a Delaware Corporation ("Ajay"), and Pro Golf International, Inc., a Delaware Corporation ("Pgi"). R E C I T a L S: A. Ajay and Pgi Are Parties to That Certain Contribution Agreement Dated June 22, 1999 (The "Agreement"). B. Pursuant to Section 1.1 of the Agreement, Ajay Has Agreed to Assign to Pgi, and Pgi Has Agreed to Assume, All of Ajay's Right, Title and Interest in and to the Stock Purchase Agreement (As Defined in the Agreement). C. Ajay Also Has Agreed to Assign and Pgi Has Agreed to Assume the Rights and Obligations of Ajay Under That Certain Sale of Assets Agreement Between State of the Art Golf, Inc. ("Sota") and Ajay. Agreements in Consideration of the Mutual Covenants and Agreements of the Parties and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Do Hereby Agree as Follows: 1. Assignment and Assumption . Ajay Hereby Assigns, Transfers and Sets Over to Pgi, All of Ajay's Right, Title and Interest in and to the Stock Purchase Agreement and Sota Sale Agreement. Pgi Hereby Assumes and Agrees to Pay, Perform and Charge When Due or When Required to Be Performed All of Ajay's Obligations Under the Stock Purchase Agreement and the Sota Sale Agreement. in Witness Whereof, the Parties Have Caused This Assignment and Assumption Agreement to Be Executed by Their Respective Officers Thereunto Duly Authorized on the Date First Above Set Forth. Pro Golf International, Inc. By: /S/ Robert R. Hebard Robert R. Hebard, Secretary Ajay Sports, Inc. By: /S/ Thomas W. Itin Thomas W. Itin, President

from 8-K ~5 pages Sale of Assets Agreement Sota

from 8-K 1 page Second Amendment to Stock Purchase Agreement

from 8-K 1 page First Amendment to Stock Purchase Agreement