AMENDMENT NO. 2 TO WARRANT AGREEMENT Amendment No.2 dated March 27, 1998, to the Warrant Agreement, as amended, originally dated January 18, 1995, by and among California Pro Sports, Inc., a Delaware corporation (the "Company") and Corporate Stock...

                      AMENDMENT NO. 2 TO WARRANT AGREEMENT


         Amendment  No.2 dated  March 27,  1998,  to the Warrant  Agreement,  as
amended,  originally dated January 18, 1995, by and among California Pro Sports,
Inc., a Delaware corporation (the "Company") and Corporate Stock Transfer, Inc.,
as warrant agent (the "Warrant Agent").

         WHEREAS,  Section 1(f) of the Warrant Agreement,  as amended, sets 5:00
         p.m.  (Mountain  time) on June 31,  1998 as the  expiration  date  (the
         "Expiration Date") of the warrants issued thereunder;

         WHEREAS,  Sections 1(f) and 4(a) of the Warrant  Agreement provide that
         the Board of  Directors of the Company may extend the  Expiration  Date
         beyond the date set in Section 1(f) of the Warrant Agreement;

         WHEREAS,   the  Board  of  Directors  of  the  Company  has  taken  the
         appropriate  actions  to extend  the  Expiration  Date to 5:00 p.m.  on
         December 31, 1998;

         WHEREAS,  Section 1(h) of the Warrant Agreement,  as amended,  sets the
         exercise price at $2.50 per share (the "Exercise Price");

         WHEREAS,   the  Board  of  Directors  of  the  Company  has  taken  the
         appropriate actions to reduce the Exercise Price to $1.50.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
         agreements  set  forth  herein,  the  parties  agree  that the  Warrant
         Agreement shall be amended as follows:

         4.      In Section  1(f), as amended,  the  date  "June 30, 1998" shall
be deleted and replaced with the date "December 31, 1998."

         5.      In Section  1(h),  as amended,  the dollar amount "$2.50" shall
be deleted and replaced with the dollar amount "$1.50."

         6.      All  other  terms  and  conditions  contained  in  the  Warrant
Agreement shall remain in full force and effect.

         The parties  hereto have caused this  Amendment to be duly  executed by
their authorized agents as of the date first above written.


                                       CALIFORNIA PRO SPORTS, INC.



                                       By /s/ Xxxxx X. Xxxxxxxxx
                                          --------------------------------
                                         Xxxxx X. Xxxxxxxxx
                                         Chief Financial Officer

                                       CORPORATE STOCK TRANSFER, INC.

                                       By /s/ Xxxxxxx Xxxx
                                          --------------------------------
                                       Xxxxxxx Xxxx
                                       -----------------------------------
                                       (Print Name)
                                       President
                                       -----------------------------------
                                       (Title)