Carlyle Golf Inc Watch

from 8-K 1 page Norwest Business Credit Norwest Business Credit, Inc. 1740 Broadway Denver, Colorado 80274-8625 303/863-6593 Fax 303/863-4904 March 31, 1998 Mr. Jerome M. Hause President, Carlyle Golf, Inc. 10550 East 54th Street, Suite E Denver, Colorado 80239 Re: Notice of Private Foreclosure Sale Dear Mr. Hause: The Purpose of This Letter Is to Inform You of Norwest Business Credit, Inc.'s Decision to Exercise Its Rights Under the Credit and Security Agreement Dated July 7, 1995, as Amended, Between Carlyle Golf, Inc. (The "Borrower") and Norwest Business Credit, Inc. ("Nbci"), the Agreement Dated February 2, 1998, Between the Borrower and Nbci and the Uniform Commercial Code, to Take Possession of and to Sell That Portion of the Collateral Securing the Obligations of the Borrower Under the Credit Agreement Used in Connection With the Pro-Line Division of Borrower, Including, Without Limitation, All Accounts Receivable, Inventory, Equipment and General Intangibles (The "Pro-Line Collateral"). on or Any Time After April 1, 1998, Nbci Will Sell the Pro-Line Collateral in a Private Foreclosure Sale. if the Foregoing Is Acceptable Please Sign the Acknowledgment Below. Sincerely, Norwest Business Credit, Inc. By:/S/Brenda Swedlund Its: Commercial Banking Officer I Acknowledge Receipt of This Letter and Agree That the Notice of Private Foreclosure Sale Contained Herein Under the Circumstances Is Adequate and Sufficient Notice Under the Uniform Commercial Code or Other Applicable Law. /S/Jerome M. Hause Jerome M. Hause President, Carlyle Golf, Inc

from 10KSB40 1 page Material contract

from 10KSB40 1 page Third Amendment to Credit and Security Agreement This Third Amendment Is Made and Is Effective This 13th Day of May, 1996, by and Between Carlyle Golf, Inc., a Colorado Corporation (The "Borrower"), and Norwest Business Credit, Inc., a Minnesota Corporation (The "Lender"). Recitals the Borrower and the Lender Entered Into a Credit and Security Agreement Dated as of July 7, 1995 (The "Credit Agreement"), as Previously Amended. the Borrower Has Requested That the Lender Agree to Amend Certain Loan Covenants Set Forth in the Credit Agreement, and the Lender Is Willing to Do So on the Terms and Subject to the Conditions Set Forth Herein. Now Therefore, in Consideration of the Premises and the Mutual Promises Herein Contained, the Parties Hereto Agree as Follows: 1. Section 6.13 of the Credit Agreement Is Hereby Amended by Replacing the Table Contained Therein With the Following Table: "Date Actual Income or Loss April 30, 1996 ($550,000) May 31, 1996 ($576,000) June 30, 1996 ($611,000) July 31, 1996 ($630,000) August 31, 1996 ($660,000) September 30, 1996 ($680,000) October 31, 1996 ($750,000)" 2. This Amendment Shall Be Effective Only Upon Payment by the Borrower to the Lender of a Covenant Restructuring Fee of $10,000. 3. All Outstanding Defaults by the Borrower Under the Credit Agreement, Which Occurred Prior to the Date Hereof, Are Waived Effective as of the Date Each Such Default Occurred. 4. Except as Specifically Amended Hereby, the Credit Agreement Shall Remain in Full Force and Effect. in Witness Whereof, the Parties Hereto Have Caused This Third Amendment to Be Duly Executed as of the Day and Year First Above Written. Carlyle Golf, Inc. By: /S/Jerome M. Hause Its: President Norwest Business Credit, Inc. By: /S/Edmond Lelo Its: Vice President