September 1, 2000 Pro Golf International, Inc. Attn: Thomas W. Itin 32751 Middlebelt Road, Suite B Farmington Hills, MI 48334 Re: FINANCING ARRANGEMENTS AMONG COMERICA BANK ("BANK"), PRO GOLF INTERNATIONAL, INC. ("BORROWER"), SIGNATURE SPORTS &...

Pro Golf International, Inc.
Attn:  Xxxxxx X. Xxxx
September 1, 2000
Page 6



                                                           September 1, 2000



Pro Golf International, Inc.
Attn:  Xxxxxx X. Xxxx
00000 Xxxxxxxxxx Xxxx, Xxxxx X
Xxxxxxxxxx Xxxxx, XX 00000


Re: FINANCING ARRANGEMENTS AMONG COMERICA BANK ("BANK"), PRO GOLF INTERNATIONAL,
INC.  ("BORROWER"),  SIGNATURE SPORTS & ENTERTAINMENT,  INC., AJAY SPORTS, INC.,
XXXXXXXX PARTNERS,  INC., PRO GOLF OF AMERICA,  INC. COLORADO RIDGE CORPORATION,
ACRODYNE   CORPORAITON,   XXXX,  XXXX,   XXXXXX  X.  XXXX  AND  XXXXXXX  X  XXXX
(INDIVIDUALLY AND TOGETHER "GUARANTORS").

Dear Xx. Xxxx:

Please refer to any and all documents,  instruments  and agreements  executed in
connection with the financing arrangements from Bank to Borrower and Guarantors,
(collectively,  the "Loan  Documents").  All amounts due from  Borrower to Bank,
whether now or in the  future,  contingent,  fixed,  primary  and/or  secondary,
including, but not limited to, principal,  interest,  inside and outside counsel
fees, audit fees, costs,  expenses and any and all other charges provided for in
the Loan Documents shall be known, in the aggregate,  as the  "Liabilities." All
capitalized terms not defined in this letter agreement  ("Agreement" shall have
the meanings described in the Loan Documents.

As of September 1,2000, the Liabilities include:

   ---------------------------------   ------------------- --------------------
   Loans (note amount and date)            Principal            Interest
   ----------------------------------  ------------------- --------------------
   ----------------------------------  ------------------- --------------------
   Demand Installment Loan                 $8,425,000           $76,176.04
   *$8,425,000; 06/26/00)
   ----------------------------------  ------------------- --------------------

The amounts  referenced above are exclusive of interest accruing after September
1, 2000, unpaid fees of $300,000, costs and expenses (including, but not limited
to, inside and outside counsel fees).


Without limitation,  Borrower is in default under the Loan Documents for failure
to pay  principal  payments  and fees when due,  and  failure to raise  required
additional  equity.  Further,  Xxxxxxxx has advised Bank that  Xxxxxxxx  will be
unable  to pay the  $75,000  principal  payments  due the  first  day of each of
October and November 2000.

The Demand Installment Loan is a demand obligation.  Bank hereby demands payment
in full of all of the Liabilities.  By copy of this letter demand is also hereby
made of the Guarantors of the Liabilities.

From and after August 1, 2000,  interest shall accrue on the  Liabilities at the
default rate  provided  for in the Loan  Documents,  which is the Bank's  "prime
rate" (as defined in the Loan  Documents)  plus four  percentage  points (4.0%),
provided,  however,  that the interest  rate shall be reduced as set forth below
upon timely execution and delivery to Bank of this Agreement by Borrower and all
of the Guarantors.

Subject  to  Xxxxxxxx's  and  Guarantors'  timely,  written  acceptance  of  the
following conditions, Bank is willing to forbear until December 1, 2000, subject
to earlier  termination as provided as below, from further action to collect the
Liabilities:

1.   Borrower and Guarantors  acknowledge  the  Liabilities as set out in the
     Loan Documents and the amount of the Liabilities as stated above.  Borrower
     and  Guarantors  acknowledge  that Bank's  demand for payment is timely and
     proper. Guarantors ratify and reaffirm their guaranties.

2.   Further administration of the Liabilities and the financing arrangements
     among Bank,  Borrower and  Guarantors  shall continue to be governed by the
     covenants,   terms  and  conditions  of  the  Loan  Documents,   which  are
     incorporated  by  this  reference,  except  to the  extent  that  the  Loan
     Documents,  which are incorporated by this reference,  except to the extent
     that  the  Loan  Documents  have  been  superseded,  amended,  modified  or
     supplemented  by this Agreement or are  inconsistent  with this  Agreement,
     then this Agreement shall govern.

3.   All of the  Liabilities  shall be paid in full on or before  December 1,
     2000, provided,  however,  that Bank agrees to extend the foregoing date to
     December  15, 2000 in the event  Borrower  delivers to Bank by November 15,
     2000 a  commitment,  in form and  substance  acceptable to Bank in its sole
     discretion,  for  replacement  financing  sufficient  to  pay to  Bank  all
     Liabilities in full by December 15, 2000.

4.   Xxxxxxxx has requested that Bank defer the monthly principal payments of
     $75,000 due  September  1,  October 1 and November 1, 2000 under the Demand
     Installment  Note.  Provided  that  Borrower  is not in default  under this
     Agreement, Bank agrees to defer those three monthly principal payments.

5.   Concurrently,  with execution and delivery of this Agreement by Xxxxxxxx
     and  Guarantors  to Bank,  Signature  Sports &  Entertainment,  Inc.  shall
     execute and deliver to Bank a mortgage on certain  vacant  property in Vero
     Beach,  Florida (the "Florida  Mortgage") to secure all of the Liabilities.
     The Florida Mortgage shall be a first priority mortgage.  Upon execution of
     this  Agreement,  Xxxxxxxx  shall  pay all  fees  and  taxes  required  for
     recording of the Florida  Mortgage and for title insurance  insuring Bank's
     interests under the Florida Mortgage.


6  . On or  about  June  22,  1999,  each of Xxxxx  Xxxxxx,  Xxxxxxx  Xxxxxx,
     Xxxxxxxx  Xxxxxx,  LBO Capital  Corp.  and  CompuSonics  Video  Corporation
     executed  subordination  agreements  in  favor  of Bank  acknowledging  and
     agreeing,  among other things,  that they would  neither  demand nor accept
     payments from Borrower on account of any  obligations  of Borrower to them,
     respectively. Borrower acknowledges that under Xxxxxxxx's Acknowledgment of
     the subordination  agreements,  Borrower agreed that Borrower would make no
     payment  or   distribution   on  or  with   respect  to  any   Subordinated
     Indebtedness, and Borrower represents and warrants to Bank that it has made
     no  payments  or  distributions  on or  with  respect  to any  Subordinated
     Indebtedness since June 22, 1999.

7.   Borrower and  Guarantors  acknowledge  Bank is under no  obligation  to
     advance funds or extend credit to Borrower  pursuant to the Loan Documents,
     or otherwise.

     8.  Interest on the  Liabilities  shall  accrue at Bank's  "prime rate" (as
     defined  in the Loan  Documents)  plus one and  one-half  percentage  point
     (1-1/2%)  and shall be due and  payable on the first  (1st) day of each and
     every month,  effective  as of the date of  execution  and delivery of this
     Agreement  by all of borrower,  Guarantors  and  Subordinated  Creditors to
     Bank. Thereafter,  upon the occurrence of a default under the terms of this
     Agreement  or any  further  defaults  under  the Loan  Documents,  then the
     Liabilities  shall accrue  interest at the rate otherwise  provided in this
     paragraph plus three percentage points (3%).

9.   Borrower  and  Guarantors  acknowledge  and  agree  the Loan  Documents
     presently  provide for and they shall  reimburse  for any and all costs and
     expenses  of Bank,  including,  but not  limited to, all inside and outside
     counsel  fees of Bank  whether in  relation  to  drafting,  negotiating  or
     enforcement or defense of the Loan Documents or this  Agreement,  including
     any preference or disgorgement actions as defined in this Agreement and all
     of Bank's audit fees,  incurred by Bank in connection with the Liabilities,
     Bank's  administration  of the  Liabilities  and/or any  efforts of Bank to
     collect  or  satisfy  all or any  part  of the  Liabilities.  Borrower  and
     Guarantors  shall  immediately  reimburse  Bank for all of Bank's costs and
     expenses upon Bank's incurrence thereof or upon demand. Without limitation,
     concurrently  with  execution and delivery of this Agreement by Borrower to
     Bank,  Borrower  shall  pay to  Bank  $10,000  to  reimburse  Bank  for the
     approximate outstanding legal fees for the period through August 31, 2000.

10.  Borrower  is in default in  payment  of  $300,000  of fees due Bank on
     account  of  loan   transactions   between  Borrower  and  Bank.   Xxxxxxxx
     acknowledges  and agrees  that the fees were earned by Bank and are due and
     owing without setoff or defense.  On or before  October 31, 2000,  Borrower
     shall pay to Bank the $300,000 of fees outstanding.

11.  Loan  payments,  interest  on  the  Liabilities,  loan  administration
     expenses,  including,  but not limited  to, all inside and outside  counsel
     fees of Bank and Bank' audit fees,  may be charged  directly to Borrower's
     checking account maintained with Bank.

12.  Borrower will maintain all commercial accounts with Bank.


13.  Borrower  and  Guarantors  acknowledge  and agree  the Loan  Documents
     presently  provide and they shall  permit Bank to conduct  such fair market
     value  appraisals,   inspections,   surveys  and/or  testing,  whether  for
     environmental contamination or otherwise, that Bank deems necessary, on any
     and all real property  upon which Bank may possess a mortgage  securing the
     Liabilities,  and the cost of such  appraisals,  inspections,  surveys  and
     testing  are part of the costs and  expenses  for  which the  Borrower  and
     Guarantors must reimburse Bank.

14.  To the  extent any  payment  received  by Bank is deemed a  preference,
     fraudulent transfer or otherwise by a court of competent jurisdiction which
     requires  the Bank to disgorge  such  payment  then,  such  payment will be
     deemed  to have  never  occurred  and  the  Liabilities  will  be  adjusted
     accordingly.

15.  This Agreement  shall be governed and controlled in all respects by the
     laws of the State of  Michigan,  without  reference  to its conflict of law
     provisions,   including   interpretation,   enforceability,   validity  and
     construction.

16.  Bank  expressly  reserves  the right to exercise  any or all rights and
     remedies  provided  under the Loan  Documents and  applicable law except as
     modified  herein.  Bank's failure to  immediately  exercise such rights and
     remedies shall not be construed as a waiver or modification of those rights
     or an offer of forbearance.

17.  This  Agreement  will  inure to the  benefit of Bank and all its past,
     present and future  parents,  subsidiaries,  affiliates,  predecessors  and
     successor corporations and all of their subsidiaries and affiliates.

18.  Bank anticipates  that discussions  addressing the Liabilities may take
     place in the future. During the course of such discussions,  Bank, Xxxxxxxx
     and   Guarantors,   may  touch  upon  and  possibly   reach  a  preliminary
     understanding  on one or more  issues  prior  to  concluding  negotiations.
     Notwithstanding  this fact and  absent an express  written  waiver by Bank,
     Bank will not be bound by an agreement on any individual  issues unless and
     until an agreement  is reached on all issues and such  agreement is reduced
     to writing and signed by Xxxxxxxx, Guarantors and Bank.

19.  As of the date of this Agreement,  there are no offers outstanding from
     Bank to Borrower and Guarantors.  Any prior offer by Bank,  whether oral or
     written is hereby rescinded in full.  There are no oral agreements  between
     Bank and Borrower and Guarantor;  any agreements concerning the Liabilities
     are  expressed  only  in  the  existing  Loan  Documents.  The  duties  and
     obligations  of Borrower and  Guarantor and Bank shall be only as set forth
     in the Loan Documents and this Agreement when executed by all parties.


20.  XXXXXXXX,  XXXXXXXXXX AND BANK ACKNOWLEDGE AND AGREE THAT THE RIGHT TO
     TRIAL BY JURY IS A  CONSTITUTIONAL  ONE,  BUT THAT IT MAY BE  WAIVED.  EACH
     PARTY,  AFTER  CONSULTING  (OR HAVING HAD THE  OPPORTUNITY TO CONSULT) WITH
     COUNSEL OF THEIR CHOICE,  KNOWINGLY AND  VOLUNTARILY,  AND FOR THEIR MUTUAL
     BENEFIT  WAIVES  ANY  RIGHT  TO TRIAL  BY JURY IN THE  EVENT OF  LITIGATION
     REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS
     AGREEMENT, THE LOAN DOCUMENTS OR THE LIABILITIES.

     21. BORROWER AND GUARANTORS, IN EVERY CAPACITY,  INCLUDING, BUT NOT LIMITED
     TO, AS SHAREHOLDERS,  PARTNERS, OFFICERS, MANAGERS,  DIRECTORS,  INVESTORS,
     MEMBERS AND/OR CREDITORS OR BORROWER AND/OR GUARANTORS,  OR ANY ONE OR MORE
     OF  THEM,  XXXXXX  XXXXX,   DISCHARGE  AND  FOREVER  RELEASE  BANK,  BANK'S
     EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS,  STOCKHOLDERS AND SUCCESSORS AND
     ASSIGNS,  FROM  AND OF ANY AND ALL  CLAIMS,  CAUSES  OF  ACTION,  DEFENSES,
     COUNTERCLAIMS OR OFFSETS AND/OR  ALLEGATIONS  BORROWER AND/OR GURANTORS MAY
     HAVE OR MAY HAVE MADE OR IS BASED ON FACTS OR CIRCUMSTANCES  ARISING AT ANY
     TIME UP THROUGH AND INCLUDING THE DATE OF THIS AGREEMENT,  WHETHER KNOWN OR
     UNKNOWN, AGAINST ANY OR ALL OF BANK, BANK'S EMPLOYEES, OFFICERS, DIRECTORS,
     ATTORNEYS, STOCKHOLDERS AND SUCCESSORS AND ASSIGNS.

22.  The parties submit to the  jurisdiction  and venue of the circuit court
     for the County of Oakland,  State of Michigan or, if original  jurisdiction
     can be established,  the United District Court for the Eastern  District of
     Michigan with respect to any action arising, directly or indirectly, out of
     this Agreement or the performance or breach of this Agreement.  The parties
     stipulate that the venues referenced in this Agreement are convenient.

23.  This Agreement may be executed in  counterparts  and facsimiles and the
     counterpart,  when properly executed and delivered by the signing deadline,
     will constitute a fully executed complete agreement.

24.  Borrower and  Guarantors  shall  properly  execute this  Agreement and
     deliver it to the undersigned by no later than 5:00pm on September 8, 2000.

25.  Xxxxxxxx and Guarantors  acknowledge  that they have reviewed (or have
     had the  opportunity to review) this Agreement with counsel of their choice
     and have executed this Agreement voluntarily without coercion or duress.


Bank reserves the right to terminate its  forbearance  prior to December 1,
2000, in the event of any new defaults under the Loan  Documents,  defaults
under  this  Agreement,  in  the  event  of  further  deterioration  in the
financial  condition of Borrower or Guarantors,  or any of them, or further
deterioration in Bank's collateral position,  and/or in the event Bank, for
any  reason,  believes  that the  prospect  of  payment or  performance  is
impaired.

Very truly yours,



Xxxxxx X. Xxxxx
Vice President, Metropolitan Loans
P. O. Box 75000
Detroit, Michigan 00000-0000
Telephone:  (000) 000-0000
Facsimile:   (000) 000 0000


ACKNOWLEDGED AND AGREED:

PRO GOLF INTERNATIONAL, INC.

By:_____________________________________             Date:  September __, 2000

Its:_____________________________________


SIGNATURE SPORTS & ENTERTAINMENT, INC.

By:_____________________________________             Date:  September __, 2000

Its:_____________________________________


AJAY SPORTS, INC.
XXXXXXXX PARTNERS, INC.
PRO GOLF OF AMERICA, INC.
COLORADO RIDGE CORPORATION
ACRODYNE CORPORATION

By:_____________________________________             Date:  September __, 2000
      Xxxxxx X. Xxxx, President of each of the
      above entities

TICO

By:_____________________________________             Date:  September __, 2000
      Xxxxxx X. Xxxx, Managing Partner

SICO

By:_____________________________________             Date:  September __, 2000
     Xxxxxxx X. Xxxx, Managing Partner


________________________________________             Date:  September __, 2000
Xxxxxx X. Xxxx, Individually

________________________________________             Date:  September __, 2000
Xxxxxxx X. Xxxx, Individually


Date: November 20, 2000