BRASSIE GOLF CORP, PRE 14A, 1998-01-23

BRASSIE GOLF CORP
PRE 14A, 1998-01-23
MISCELLANEOUS AMUSEMENT & RECREATION

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<PAGE> 1

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

BRASSIE GOLF CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

<PAGE> 2

BRASSIE GOLF CORPORATION
ONE TAMPA CITY CENTER, SUITE 200
TAMPA, FLORIDA 33602

February 1, 1998

Dear Brassie Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of
Brassie Golf Corporation (the "Company") to be held at 9:00 a.m., Thursday,
February 26, 1998, in the Metropolitan Suite at The Four Seasons Hotel, 57 East
57th Street, New York, New York 10022. At the meeting, you will be asked to
approve a classified Board of Directors and to elect five directors to serve on
the Board for staggered terms, to approve a proposal to change the name of the
Corporation to "Divot Golf Corporation," to approve a proposal to increase the
authorized Common Stock of the Company to 200 million shares, par value $.001,
to approve a proposal to effect a reverse stock split of the Company's Common
Stock on an up to 1 for 15 basis in the discretion of the Board (the "Reverse
Stock Split"), to approve the 1998 Stock Option Plan, and to transact such other
business as may properly come before the meeting or any adjournment thereof.

We direct your attention to several of these proposals; in particular, (i)
the classification of the Board, (ii) the corporate name change; (iii) the
increase in authorized shares, and (iv) the Reverse Stock Split. Your Board of
Directors believes that each of the proposals is in the best interest of the
Company and its shareholders.

As we prepare for this important meeting, I would like to share some
perspectives with you regarding these important proposals.

First, in light of the troubled history of Brassie Golf Corporation, we
believe that a new name, Divot Golf Corporation, will help to communicate the
attitude of the Company's new management and its fresh approach to the
challenges facing your Company. It is our intention to retain the ticker
symbol PUTT.

Second, to attempt to create shareholder value the Company intends to
acquire new companies, businesses and properties, and to develop product lines.
In order to effectuate these goals, the Board seeks an increase in the
authorized Common Stock of the Company to 200 million shares. Moving toward
accomplishing these goals, management has entered preliminary discussions with
a number of acquisition candidates. Notwithstanding the proposal to effect the
Reverse Stock Split, the Company believes that it will have the opportunity to
make such acquisitions with shares of its Common Stock if sufficient additional
shares are authorized. Approval of this proposal will afford the Company with
the greatest flexibility in dealing with these exciting opportunities.

Third, the Board of Directors seeks authority to effect a Reverse Stock

Split. The goal of the Reverse Stock Split is to obtain a higher per share
price which may (a) preserve the Company's Small Cap listing and perhaps lead to
the qualification of the Company's Nasdaq Common Stock for inclusion on Nasdaq's
NMS, (b) increase its appeal to both institutional investors and the brokerage
community, (c) provide a broader, more liquid market for our shareholders, and
(d) make it easier to effect transactions using the Company's Common Stock.
Because of the uncertainties in the market generally, the inability to predict
the effect of new corporate developments on the price of the Company's Common
Stock, and possible changes in the Nasdaq listing requirements, we have
requested a variable stock split so the Board can react to all relevant factors
at the time of the split.

<PAGE> 3

================================================================================

We believe the future of our Company lies in pursuit of corporate growth
within four distinct but related lines of business. These enterprises will
fall under four general categories as follows:

- World Golf Village Properties and Services

- SPA and Golf Consumer Products

- Destination/Hospitality Management and Golf Course Properties

- Interactive Information, Technology and Entertainment

Each enterprise category will have independent, wholly-owned subsidiaries
responsible for growth within their respective industry. Synergies will exist
between categories, and consequently, between subsidiaries that will afford our
Company significant potential for growth. As mentioned previously, we, as new
management of the Company, have made substantial progress in negotiations with
numerous parties in an effort to realize our corporate vision and restore
shareholder value. In the case of the acquisitions for which definitive
agreements have been entered, there is a provision in each that provides for an
"unwinding" in the event that the proposed changes in management, Board of
Directors, business direction of the Company or the capital structure are not
adopted as proposed.

The Board of Directors believes the passing of each of the proposals at
this Annual Meeting is critical to the future of our Company and is vital to
the achievement of our long term objectives. In arriving at its decision to
recommend these proposals, the Board carefully reviewed and considered the
factors described in the enclosed Proxy Statement. Please be assured that we
do not approach any of these proposals lightly. We understand that there are
potential pitfalls. However, we believe that the best interests of the Company
and our shareholders are served by approving these proposals.

Your vote is very important, regardless of the number of shares you own. All
of the proposals, except for the election of directors and approval of the 1998
Stock Option Plan and the selection of auditors, require the affirmative vote of
the holders of a majority of the Company's issued and outstanding shares of
Common Stock. Whether or not you plan to attend the meeting in person, we urge
you to sign, date and mail the enclosed proxy card promptly in the accompanying
postage prepaid envelope. If you attend the meeting, you may vote your shares
in person, even though you have previously signed and returned your proxy by
withdrawing your proxy prior to the meeting. Under Delaware law, if you abstain
from voting, your abstention will be treated as a "no" vote for purposes of
determining whether approval of the proposals which require amending the
Company's Certificate of Incorporation has been obtained.

Your affirmative vote in support of this strategic plan is anticipated, and
is greatly appreciated. Thank you for your continued support of the Company.

These are exciting times for our Company and we approach the many
challenges it faces with a renewed sense of vigor and optimism. We hope you
share our excitement and we look forward to seeing you on February 26, 1998.

Sincerely,

JOSEPH R. CELLURA
Chairman and Chief Executive Officer
<PAGE> 4

(LOGO)

BRASSIE GOLF CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON FEBRUARY 26, 1998

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

Notice is hereby given that the Annual Meeting of Shareholders of BRASSIE
GOLF CORPORATION (the "Company") will be held at 9:00 a.m., Thursday, February
26, 1998, in the Metropolitan Suite at The Four Seasons Hotel, 57 East 57th
Street, New York, New York 10022, for the following purposes:

1. To approve an amendment to the Company's Certificate of Incorporation
and By-laws providing for the classification of the Board of Directors
into three classes, with members of each class serving for staggered
terms.

2. To elect five members of the Board of Directors. If the proposed
amendments to the Company's Certificate of Incorporation and By-laws
providing for a classified Board of Directors (proposal 1 above) are
adopted, the five directors will be elected to a classified Board of
Directors, with one director being elected for a one-year term, two
directors being elected for a two-year term and two directors being
elected for a three-year term. If the proposed amendments are not
adopted, all five directors will be elected for a one-year term.

3. To approve a proposal to amend the Company's Certificate of
Incorporation to change the Company's name to "Divot Golf
Corporation."

4. To approve a proposal to amend the Company's Certificate of
Incorporation to increase the number of authorized shares of Common
Stock, par value $.001, from 50 million to 200 million shares.

5. To approve the Company's 1998 Stock Option Plan.

6. To approve a proposal to amend the Company's Certificate of
Incorporation to effect a reverse stock split of the Company's Common
Stock on an up to 1 for 15 ratio, at the discretion of the Board.

7. To approve the appointment of Ernst & Young L.L.P., Certified Public
Accountants, as the auditors for the ensuing year and to authorize the
directors to fix the remuneration to be paid to the auditors.

8. To transact such other business as may properly come before the
meeting.

Only shareholders of record as of midnight on December 28, 1997 are
entitled to notice of and to vote at the Annual Meeting or any
adjournment or postponement thereof.

By Order of the Board of Directors

February 1, 1998 JOSEPH R. CELLURA
Chairman and Chief Executive Officer

<PAGE> 5

- --------------------------------------------------------------------------------
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
- --------------------------------------------------------------------------------

BRASSIE GOLF CORPORATION

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

PROXY STATEMENT

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

This Proxy Statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders of BRASSIE GOLF
CORPORATION, a Delaware corporation (the "Company"), to be held at 9:00 a.m.,
Thursday, February 26, 1998, in the Metropolitan Suite at The Four Seasons
Hotel, 57 East 57th Street, New York, New York 10022, and at any adjournment or
postponement thereof. The Notice of Annual Meeting and this Proxy Statement and
the accompanying proxy are first being sent to shareholders entitled to vote at
the Annual Meeting on or about February 5, 1998.

Midnight on December 28, 1997 has been fixed as the record date for
determination of shareholders entitled to notice of and to vote at the meeting.
At that date, the Company had outstanding 42,632,503 shares of Common Stock, par
value $.001 par value ("Common Stock"), each of which will be entitled to one
vote.

PURPOSE OF THE MEETING

The meeting will be held to consider and vote on the following proposals:

3. To approve a proposal to amend the Company's Certificate of
Incorporation to change the Company's name to "Divot Golf
Corporation."

4. To approve a proposal to amend the Company's Certificate of
Incorporation to increase the number of authorized shares of Common
Stock, par value $.001, from 50 million to 200 million shares.

5. To approve the Company's 1998 Stock Option Plan.

<PAGE> 6

6. To approve a proposal to amend the Company's Certificate of
Incorporation to effect a reverse stock split of the Company's Common
Stock on an up to 1 for 15 ratio, at the discretion of the Board.

8. To transact such other business as may properly come before the
meeting.

The list of all shareholders entitled to vote at the Annual Meeting will be
available at the meeting and at the principal executive offices of the Company
at One Tampa City Center, 201 North Franklin Street, Suite 200, Tampa, Florida
33602, for ten days preceding the meeting.

Upon written request, the Company will provide, without charge: (i) a copy
of its Annual Report on Form 10-KSB for the year ended December 31, 1996 (and,
when available, for the year ended December 31, 1997), and (ii) a copy of the
exhibits to this Proxy Statement, to any shareholder of record or any
shareholder who owned Common Stock listed in the name of a bank or broker, as
nominee, at midnight on December 28, 1997. See "Incorporation by Reference,"
below. Requests should be addressed to the Company, to Mr. Alan Anastos,
Director of Corporate Communications, Brassie Golf Corporation, One Tampa City
Center, 201 North Franklin Street, Suite 200, Tampa, Florida 33602. Written
requests also may be sent via facsimile to Mr. Anastos at (813) 222-3434.

The following exhibits are included with this Proxy Statement, and appear
on the last pages hereof:

1. Exhibit A -- Proposed Amendments to the Company's Certificate of
Incorporation and By-laws;

2. Exhibit B -- Proposed Amendment to Article I of the Company's
Certificate of Incorporation;

3. Exhibit C -- Proposed Amendment to Article IV of the Company's
Certificate of Incorporation; and

4. Exhibit D -- Proposed 1998 Stock Option Plan.

<PAGE> 7

MATTERS FOR CONSIDERATION BY SHAREHOLDERS

PROPOSAL ONE: PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION AND
BY-LAWS TO ADOPT A CLASSIFIED BOARD OF DIRECTORS

On January 23, 1998, the Board of Directors adopted amendments to the
Company's Certificate of Incorporation (the "Certificate") and By-laws which
provide for a classified Board of Directors. The full text of the proposed
amendments is set forth in Exhibit A to this Proxy Statement and the following
description is qualified in its entirety by reference thereto. If the proposed
amendment is approved, the five directors elected to the Board will be divided
into three classes as provided under "Election of Directors."

Delaware law authorizes provisions in a certificate of incorporation that
provide for a classified board of directors.

The proposed amendments to the Certificate and the By-laws provide that
directors will be classified into three classes, as nearly equal in number as
possible. One class would hold office initially for a term expiring at the
Annual Meeting to be held in 1999; another class would hold office initially for
a term expiring at the Annual Meeting to be held in 2000; and another class
would hold office initially for a term expiring at the Annual Meeting to be held
in 2001. At each Annual Meeting following this initial classification and
election, the successors to the class of directors whose terms expire at that
meeting would be elected for a term of office to expire at the third succeeding
Annual Meeting after their election and until their successors have been duly
elected and qualified. See "Election of Directors" as to the composition of
each class of directors, and each director's initial term, if this Proposal ONE
is adopted.

The Board believes that classification of the Board will help lend
continuity and stability to the management of the Company. Following adoption
of the classified board structure, at any given time at least approximately
two-thirds of the members of the Board will generally have had experience as
directors of the Company. The Board believes that this will facilitate
long-range business planning, strategic planning and policy making and will
have a positive impact on customer and employee loyalty. In particular, the
Company believes that a classified Board of Directors will permit the Company
to more effectively represent the interests of all of its shareholders in a
variety of situations, including responding to circumstances which might be
created by demands or actions of a single shareholder or shareholder group,
than might be the case if the Board of Directors were not classified and a
measure of continuity from year to year were not thereby assured. The proposed
amendments are not a response to any specific effort of which the Company is
aware to accumulate the Company's stock or to obtain control of the Company.

The proposed classified Board amendments could discourage efforts to obtain
control of the Company. The classification of directors will have the effect
of making it more difficult for shareholders to change the composition of the
Board in a relatively short period of time since at least two Annual Meetings
will be required to be held in order to effect a change in a majority of the
members of the Board. The delay afforded by the proposed amendments will help
ensure that the Board, if confronted with a hostile tender offer, a proxy
contest or other similar proposal, will have sufficient time to review and
consider the proposal and appropriate alternatives to the proposal and to act
in what it believes to be the best interests of the shareholders.

<PAGE> 8

The proposed classified Board amendments provide that directors may be
removed by the shareholders only for cause by the affirmative vote of the
holders of at least two-thirds of the shares of capital stock of the Company
issued and outstanding and entitled to vote, and requires the affirmative vote
of the holders of at least eighty percent of the shares of capital stock of the
Company issued and outstanding and entitled to vote to amend or repeal, or to
adopt any provision inconsistent with, their terms. The proposed classified
Board amendments provide that any vacancy in the Board may be filled by vote of
a majority of the directors then in office, although less than a quorum, and
that a director elected to fill a vacancy shall be elected to hold office until
the next election of the class for which such director shall have been chosen,
subject to the election and qualification of his successor and to his earlier
death, resignation or removal.

Under Delaware law, shareholders are not entitled to dissenter's rights with
respect to the proposed amendment to the Company's Certificate of Incorporation.

If the amendments are approved by the Company's shareholders, the Company
will file a Certificate of Amendment with the Secretary of State of the State
of Delaware reflecting the amendment to the Certificate of Incorporation and
will note the amendment to the Company's By-Laws in the Company's records.

VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS

Under Delaware law, Proposal ONE to amend the Company Certificate of
Incorporation and By-laws to create a classified Board of Directors must be
approved by the affirmative vote of the holders of a majority of the issued and
outstanding shares of the Company's Common Stock. THE BOARD OF DIRECTORS
BELIEVES THAT THE PROPOSED AMENDMENTS CREATING A CLASSIFIED BOARD OF DIRECTORS
ARE IN THE BEST INTEREST OF THE COMPANY AND ITS SHAREHOLDERS AND RECOMMENDS A
VOTE "FOR" THIS PROPOSAL.

PROPOSAL TWO: ELECTION OF DIRECTORS

The number of directors of the Company has been fixed by the Board of
Directors (the "Board"), pursuant to the Company's By-laws, at five. At the
Annual Meeting, Common Stock represented by proxies, unless otherwise specified,
will be voted for the election of the nominees hereinafter named, each to serve
until the next Annual Meeting of Shareholders and until his successor is duly
elected and qualified.

The Board knows of no reason why any of the nominees will be unavailable or
unable to serve as a director. The information presented below is as of
January 22, 1998, and is based in part on information furnished by the nominees
and, in part, from the records of the Company. Directors are elected by the
affirmative vote of a plurality of the combined votes cast at the Meeting.

The following information is set forth with respect to the persons
nominated for election as a director. THE BOARD OF DIRECTORS RECOMMENDS THAT
THE SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES IDENTIFIED BELOW.

<PAGE> 9

NOMINEES FOR ELECTION AT THE ANNUAL MEETING

<TABLE>
<CAPTION>
Term if
Proposal ONE is
Name Age Director Since Approved (1)
---- --- -------------- ---------------
<S> <C> <C> <C>
Clifford F. Bagnall . . . . . . . . . . . 43 1997 3 years
Joseph R. Cellura . . . . . . . . . . . . 42 1997 3 years
Preston H. Cottrell . . . . . . . . . . . 48 -- 2 years
Jeremiah M. Daly . . . . . . . . . . . . 44 1997 2 years
Gordon D. Ewart . . . . . . . . . . . . . 55 1991 1 year
</TABLE>

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

(1) If Proposal ONE is not approved by the shareholders, then the term of each
person who is elected as a Director of the Company will be one year only.

CLIFFORD F. BAGNALL was elected as a Director of the Company in September
1997. Prior to that time, since 1992, Mr. Bagnall owned and operated a
consulting company, Foxhole Consulting, Inc., serving primarily an
international clientele in the areas of real estate development, construction,
and financing transactions. From September 1988 through December 1991, Mr.
Bagnall served as Vice President - Chief Financial Officer of Trammell Crow
Residential in Tampa, Florida. Mr. Bagnall also has experience with other real
estate development companies, including Jack Nicklaus Development from March
1984 through May 1987 where he served as Vice President - Finance. Mr. Bagnall
presently serves as Chief Operating Officer of the Company. Prior to January
19, 1998, Mr. Bagnall served also as Chief Financial Officer.

JOSEPH R. CELLURA was elected Chairman of the Board of Directors and Chief
Executive Officer of the Company in June 1997. Mr. Cellura has controlled and
served as a director and in executive capacities of several privately held
corporations, including most significantly Divot Corporation (since 1989) and
Divot Development Corporation (since 1994). Divot Corporation has owned
exclusive licensing, marketing and development rights at the World Golf Village
and the PGA TOUR. In addition, Divot Corporation has owned the patent rights to
a specialized divot repair tool. These rights, among others, have been (or are
subject to agreements to be) transferred to the Company.

PRESTON H. COTTRELL founded and, has been since 1983, Chief Executive
Officer of Cottrell Communication Corporation which designs, installs and
maintains business telephone systems, data wiring, voice mail and computer-
telephone integration. Mr. Cottrell has also served as President and Chief
Executive Officer of CFC Leasing Company since 1992, which leases telephone
equipment. Mr. Cottrell is a Director of Virginia First Savings Bank.

JEREMIAH M. DALY was elected as a Director in December 1997. Prior to
this, Mr. Daly had served as Vice President and General Manager of the Rockport
Golf Division of The Rockport Company, a shoe manufacturing company, since
1994. From 1989 through 1993, Mr. Daly served as Vice President of Operations,
General Manager of Golf Division, for Etonic, Inc. While in that position, Mr.
Daly also served as Vice President Sales and Marketing for the Golf Division.
Mr. Daly presently serves as President of the Company.

GORDON D. EWART, a Director of the Company since November 1991, is a
co-founder of the Company. He was President of the Company from November 12,
1991 to October 16, 1992, at which time he became Chairman of the Board and its
Chief Executive Officer, which latter position he held until July 11, 1995. Mr.
Ewart resigned as Chairman of the Board in May 1997. Since 1987, and prior to
joining the Company, Mr. Ewart was co-founder of three merchant banks based in
Toronto, Canada and Bermuda: Resources Capital International Ltd., Paramount
Funding Corp. and Grafco Ltd., which firms were utilized as investment vehicles
to finance Canadian industrial and natural resource companies. Mr. Ewart is
also a director of Global (GMPC) Holdings, Inc. (formerly New Total Group,
Inc.), a Canadian public company.

The Board held six meetings in 1997. Each nominee who served as a director
in 1997 attended all of the meetings of the Board and the committees thereof of
which he was a member. The Board presently has an Audit Committee, a
Compensation

<PAGE> 10

Committee, and a Stock Option Committee. The Board does not have a Nominating
Committee.

The present members of the Audit Committee are Messrs. Bagnall and Ewart.
Mr. Bagnall serves as Chairman of the Audit Committee. The Audit Committee
held one meeting during 1997. The Audit Committee is responsible for reviewing
the audit plans of the Company's independent auditors, evaluating the adequacy
of and monitoring compliance with the Company's accounting policies, and
reviewing the Company's annual financial statements.

The present members of the Compensation Committee are Messrs. Cellura and
Ewart. Mr. Cellura serves as Chairman of the Compensation Committee. The
Compensation Committee held one meeting during 1997. The Compensation
Committee is responsible for establishing the compensation to be provided to
executive officers, and effective December 1, 1997, benefits provided under the
Company's Amended and Restated Stock Option Plan.

The members of the Stock Option Committee were Messrs. Cellura and Ewart.
The Stock Option Committee held one meeting during 1997. The Stock Option
Committee was responsible for administering the Company's Amended and Restated
Stock Option Plan (the "Stock Option Plan"), including selecting employees to
whom options will be granted, and determining the type and amount of options
granted, the terms and conditions thereof, and the terms and conditions of the
agreement entered into with optionees. As a result of changes to the
Securities and Exchange Commission rules under Section 16(b) of the Securities
Exchange Act of 1934, the Board has disbanded the Stock Option Committee and
the Stock Option Plan is now administered by the Compensation Committee.

No family relationships exist between the current directors, executive
officers, and any person nominated or chosen by the Company to become a
director or executive officer.

During 1997, several members of the Board of Directors resigned: Robert G.
Atkinson in November 1997; William E. Horne in September 1997; Thomas K.
Richardson in May 1997; and Lance McNeill in November 1997. These resignations
took place as a result of the change in executive management of the Company and
the desire for the Company to pursue different business objectives. In the cases
of Mr. Horne and Mr. McNeill, the Company redeemed certain of their shares and
made certain other payments to them. These are described in more detail below
in "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."

PROPOSAL THREE: PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION
TO CHANGE THE COMPANY'S NAME TO "DIVOT GOLF CORPORATION"

There will be submitted to the shareholders at the Annual Meeting a proposal
to amend Article I of the Company's Certificate of Incorporation (the
"Certificate") to change the name of the Company to "Divot Golf Corporation."

The Board believes that it is desirable to change the name of the
Corporation in light of the Company's troubled history. Management believes
that a new name will help convey the attitude of the Company's new management
and its fresh approach to the growth opportunities available to the Company.

VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS

Under Delaware law, the affirmative vote of a majority of the outstanding
Common Stock is required for approval of this proposal. THE BOARD OF DIRECTORS
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THIS PROPOSAL TO AMEND THE
CERTIFICATE.

<PAGE> 11

PROPOSAL FOUR: PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED COMMON STOCK TO 200 MILLION SHARES

GENERAL

The sole purpose of this Proposal FOUR is to increase the number of
authorized shares of Common Stock, as set forth in Article IV of the Company's
Certificate of Incorporation, from 50 million to 200 million shares. The
amendment is attached to this Proxy Statement as Exhibit C.

Of the 50,000,000 shares of Common Stock presently authorized, 42,632,503
shares of Common Stock were issued and outstanding as of the Record Date.
1,500,000 shares are authorized for issuance under the Company's 1994 Stock
Option Plan and Restricted Stock Purchase Plan (under which options for 594,261
shares have been granted and are presently outstanding at exercise prices
ranging from $2.00 to $3.80). As of December 31, 1997, the Company had
outstanding warrants to purchase 33,550,268 shares of the Company's Common
Stock. The exercise prices for these warrants range from $0.17 to $3.25 per
share. The warrants expire at different times with the last expiring on
December 3, 2000.

The increase in the authorized shares of Common Stock, coupled with the
Reverse Stock Split described in Proposal SIX below, will allow the Company to
meet its obligations and provide shares for various purposes, including possible
future stock splits or stock dividends, issuances from time to time in the event
opportunities are presented for the acquisition of other companies, possible
future public offerings or private placements, and possible future employee
stock option or benefit plans based on the profitability of the Company.

The Company's Board of Directors has determined that the amendment is
advisable and voted to recommend it to the Company's shareholders for approval.
The Board of Directors has determined, after giving due consideration to the
foregoing, that the adoption of the amendment would be in the best interests of
the Company and its shareholders. If the amendment is approved by the
Company's shareholders, the Company will file a Certificate of Amendment with
the Secretary of State of the State of Delaware reflecting the amendment. Upon
acceptance of that filing, the amendment would become effective.

In the event the amendment is approved by the shareholders and the increase
in authorized shares of common Stock becomes effective, such shares can be
issued at such times and for such consideration as the Board of Directors, in
its discretion, determines and without further shareholder action, except as
may be required by applicable law or the rules of any securities exchange on
which the Common Stock is listed. Because the Company's Certificate of
Incorporation does not provide for preemptive rights, shareholders will not
have a preferential right to subscribe for their proportionate share of any new
issue of stock unless so provided by the Board of Directors. Issuance of any
of the proposed additional authorized shares, other than as a pro rata
distribution to existing shareholders, would dilute the proportionate voting
power of existing shareholders.

The Company does not view the amendment as part of an "anti-takeover"
strategy. The amendment is not being advanced as a result of any known effort
by any party to accumulate shares of the Company's Common Stock or to obtain
control of the Company. Nevertheless, the amendment might have the effect of
discouraging an attempt by another person or entity, through the acquisition of
a substantial number of shares of the Company's Common Stock, to acquire
control of the Company with a view to imposing a merger, sale of all or any
part of the Company's assets or a similar transaction, because the issuance of
new shares could be used to dilute the stock ownership of such person or
entity. Furthermore, certain corporations have issued preferred stock or
warrants or other rights to acquire preferred stock or common stock to the
holders of their common stock pursuant to rights plans having terms designed to
protect against the adverse consequences to shareholders of partial takeovers
and front-end load, two-step takeovers and freezeouts. The purpose of such a
rights plan is to ensure that shareholders receive a fair price for their
shares in the event of a takeover, by requiring any person who seeks to acquire
a significant block of the corporation's stock to obtain a waiver of rights
plan from its board of directors.

<PAGE> 12

VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS

Under Delaware law, Proposal FOUR to amend the Company's Certificate of
Incorporation to increase the number of authorized Common Stock must be
approved by the affirmative vote of the holders of a majority of the issued and
outstanding shares of the Company's Common Stock. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

PROPOSAL FIVE: PROPOSAL TO ADOPT THE COMPANY'S 1998 STOCK OPTION PLAN.

GENERAL

The Company has proposed, and recommends to the shareholders, the adoption
and approval of the BRASSIE GOLF CORPORATION 1998 STOCK OPTION PLAN covering an
aggregate of 22,500,000 shares of Common Stock (which would be reduced to
1,500,000 shares in the event that Proposal SIX is adopted, see below).

Under the Plan, incentive stock options, nonqualified stock options or any
combination thereof will be granted to eligible employees and non-employees. A
committee composed of from two to five directors of the Company will administer
the Plan and make the determination as to when and to whom to grant the
options.

If the Plan is approved, the Company may also grant additional options
under its presently existing Stock Option Plan.

ELIGIBLE PERSONS

All officers and other employees of the Company who have executive or
supervisory responsibility will be eligible to receive options under the Plan,
except with respect to incentive stock options for any employee ineligible by
reason of the provisions of Section 422 of the Internal Revenue Code (e.g., an
employee owning or who would own upon the exercise of the option more than 10%
of the outstanding common stock of the Company, unless the option price is at
least 110% of the fair market value of the stock subject to the option and the
option is not exercisable after five years from the date of grant). Also,
certain non-employees of the Company, such as directors, consultants, vendors,
suppliers or other individuals who are determined by the committee to be of
special importance to the Company and its business, are eligible to receive
options under the Plan. However, such persons are eligible to receive only
nonqualified stock options.

The Plan contains no limit as to the number of options that could be granted
to any one eligible person.

AUTOMATIC ADJUSTMENT

The aggregate number of shares covered by the Plan, as well as the number of
shares covered by outstanding options (and the per share purchase price thereof)
are subject to automatic adjustment, without further action of the Board of
Directors or the shareholders, in the event of a stock dividend, a stock split,
a reverse stock split or certain other recapitalizations with respect to the
Company's stock. If Proposal SIX, described below, is adopted, such would
result in an automatic reduction in the number of shares covered by the Plan.

AMENDMENT AND TERM OF THE PLAN

The Board of Directors may amend the Plan (or suspend or discontinue it)
without further shareholder approval, except with respect to certain major
changes such as changing the number of shares subject to the Plan, the minimum
option price or the class of persons eligible to receive options, removing the
administration of the Plan from the committee or amending the Plan in any other
way so that incentive stock options granted thereunder would fail to qualify
under Section 422 of the Internal Revenue Code. No amendment may adversely
affect any then outstanding option.

The Plan will continue for 10 years, unless the Plan terminates earlier
upon the granting of options covering all of the shares (options that are
forfeited may be reissued by the committee).

<PAGE> 13

SUMMARY OF TERMS RELATING TO INCENTIVE STOCK OPTIONS ONLY

The per share exercise price of each incentive stock option will not be
less than the fair market value of the stock on the date of grant or, in the
case of an employee owning more than 10% of the outstanding common stock of the
Company, the price will not be less than 110% of such fair market value. If
exercised, the option must be exercised within the exercise period by payment
of the option price in cash or by check or by other means prescribed by the
committee. Also, the aggregate fair market value of the stock with respect to
which options are exercisable for the first time by an employee in any calendar
year may not exceed $100,000.

No option will be exercisable within one year from the date of grant or
more than 10 years after the date of grant, or, in the case of an employee who
owns more than 10% of the outstanding common stock of the Company, more than
five years after the date of grant (or in either situation such shorter period
as the committee may specify). Each option will be exercisable in cumulative
installments of one third of the number of shares covered by the option every
year for three years beginning on the first anniversary date of the grant of
the option. If the employee's employment is terminated during the term of the
option, the end of the option period will be accelerated.

An employee may not transfer any option granted under the plan, although in
some circumstances after the employee's death, the personal representative may
exercise the option.

The optionee should not recognize any taxable income or loss for federal
income tax purposes at the time the option is granted or exercised; however,
upon exercise the difference between the option price and the fair market value
of the shares received may be subject to the alternative minimum tax. If the
optionee does not dispose of the shares purchased upon the exercise of an option
within two years from the granting of the option and one year after exercise,
and otherwise meets the requirements for long-term capital gains treatment, the
optionee should receive a long term capital gain or loss upon the sale or
disposition of the stock based on the difference between the fair market value
of the stock on the date of sale or other disposition and the option price. The
Company will not be entitled to any deductions with respect to the granting or
exercise of the options.

If the optionee does dispose of the shares within the period specified
above, he will generally recognize as ordinary income in the year of disposition
the difference between (1) the option price and (2) the sales price or the fair
market value of the shares on the date of exercise, whichever is less; and the
Company will be entitled to a deduction for such amount in that year. Any
remaining gain is capital gain, taxable to the optionee. However, if the sales
price is less than the option price, no income will be recognized; and the
optionee will generally recognize a short term capital loss equal to the
difference between the purchase price and the disposition price, and the Company
will not receive any deduction.

SUMMARY OF TERMS RELATING TO NONQUALIFIED STOCK OPTIONS ONLY

The per share exercise price of each option will not be less than the fair
market value of the stock on the date of grant, and if exercised at all, the
option must be exercised within the exercise period by payment of the option
price in cash or by check or by other means prescribed by the committee.

No option will be able to be exercisable within one year from the date of
grant or more than 10 years after the date of grant (or such shorter period as
the Committee may specify in its discretion). Each option will be exercisable
in cumulative installments of one third of the number of shares covered by the
option every year from the date it is granted for three years. If the
employee's employment (or, in the case of an optionee who is not an employee,
the business relationship between the Company and such optionee) is terminated
during the term of the option, the end of the option period will be
accelerated.

An optionee may not transfer any option granted under the plan, although,
in some circumstances after the optionee's death, the optionee's personal
representative may exercise the option.

<PAGE> 14

Because the Company does not anticipate that the option will have a readily
ascertainable fair market value, the optionee should not recognize any taxable
income or loss for federal income tax purposes at the time the option is
granted. The exercise of the option, however, will result in the immediate
recognition of taxable income by the optionee at ordinary income rates based on
the difference between the option price and the fair market value of the shares
received at the time of exercise. The Company will receive a corresponding
deduction at the same time.

VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS

The Plan will be approved upon an affirmative vote of a majority of the
outstanding shares of Common Stock present and entitled to vote at the Annual
Meeting. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

PROPOSAL SIX: PROPOSAL TO AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION TO
EFFECT A REVERSE STOCK SPLIT OF THE COMMON STOCK ON AN UP TO 1
FOR 15 RATIO AT THE DISCRETION OF THE BOARD

GENERAL

The Board of Directors, by unanimous vote, has approved, and recommends
that the Company's shareholders approve a proposal to effect a reverse exchange
(the "Reverse Stock Split") of the Company's Common Stock on an up to 1 for 15
ratio, at the discretion of the Company's Board of Directors. The Reverse
Stock Split will not alter the number of shares of the Company's Common Stock
authorized for issuance, but will simply reduce the number of shares of Common
Stock issued and outstanding.

The Board believes that it is desirable to have additional authorized
shares of Common Stock available for possible future financing and acquisition
transactions and other general corporate purposes. Because the need to raise
additional capital or the opportunity to effect an acquisition can arise when it
would be inconvenient to hold a shareholders' meeting or when there would not be
time for such a meeting, the Board of Directors believes that it would be
prudent business planning for the number of authorized shares of Common Stock to
remain at 50,000,000 (or 200,000,000 if Proposal FOUR is approved) following the
Reverse Stock Split.

SHAREHOLDERS SHOULD NOT SEND ANY STOCK CERTIFICATES WITH THEIR PROXY CARDS.
IF THE REVERSE STOCK SPLIT IS APPROVED, THE PROCEDURE FOR THE EXCHANGE OF
CERTIFICATES REPRESENTING SHARES OF COMMON STOCK WILL BE AS SET FORTH IN THIS
PROXY STATEMENT. SEE "MANNER OF EFFECTING THE REVERSE STOCK SPLIT: EXCHANGE OF
SHARES AND PAYMENT IN LIEU OF ISSUANCE OF FRACTIONAL SHARE INTERESTS."

PURPOSE AND EFFECT OF PROPOSED REVERSE STOCK SPLIT

The Company believes that the total number of shares of the Company's
Common Stock outstanding is disproportionately large in relation to the
Company's lack of earnings. Additionally, the Company's Common Stock has had a
low market value per share in recent months.

The Board believes that the current per share price of the Common Stock
limits the effective marketability of the Common Stock because of the
reluctance of many brokerage firms and institutional investors to recommend
lower-priced stocks to their clients or to hold them in their own portfolios.
In addition, certain policies and practices of the securities industry may tend
to discourage individual brokers within those firms from dealing in
lower-priced stocks. Some of those policies and practices involve
time-consuming procedures that make the handling of lower-priced stocks
economically unattractive. The Board believes that a decrease in the number of
shares of Common Stock outstanding without any material alterations of the
proportionate economic interest in the Company represented by individual
stockholdings may increase the trading

<PAGE> 15

price of such shares, although no assurance can be given that the market price
of the Common Stock will rise in proportion to the reduction in the number of
outstanding shares resulting from the Reverse Stock Split. If, as a result of
the Reverse Stock Split and other factors, the market price per share of the
Common Stock is increased sufficiently, the Company believes that the
marketability of the Common Stock may be enhanced. However, no assurance can
be given that such will indeed be the effect.

The market price of the Common Stock also will be based on Company
performance and other factors, some of which may be unrelated to the number of
shares outstanding. Accordingly, there can be no assurance that the market
price of the Common Stock after the Reverse Stock Split will actually increase
in an amount proportionate to the decrease in the number of outstanding shares.

Although the Board of Directors has no present intention of doing so, the
additional shares of authorized but unissued Common Stock which may result from
the proposed Reverse Stock Split could also be used by the Board of Directors
to defeat or delay a hostile takeover. Faced with an actual or proposed
hostile takeover, the directors could issue shares of Common Stock, in a
private transaction, to a friendly party who might align themselves with the
Board of Directors in opposing a hostile takeover. Accordingly, the proposed
amendment could be considered to have the effect of discouraging a takeover of
the Company. The directors are not aware, however, of any current proposals by
any party to acquire control of the Company and the Reverse Stock Split is not
intended to be an anti-takeover device.

As of the Record Date, the Company had 42,632,503 shares of Common Stock
issued and outstanding. As noted above, the Company also had issued an
outstanding stock options for 594,261 shares and warrants for 33,550,268
shares.

From August 6, 1993 through July 17, 1996, the Company's Common Stock
traded on the Toronto Stock Exchange (the "TSE") under the trading symbol
"TEE." The Company voluntarily delisted from the TSE.

The following table sets forth the high and low closing prices on the TSE
for each quarter from January 1, 1995 through the Company's voluntary request
to delist from the TSE on July 17, 1996 (all such prices are in Canadian
dollars):

<TABLE>
<CAPTION>
Closing Prices
------------------------
Period Ended High Low
------------ ----- -----
<S> <C> <C>
March 31, 1995 $4.69 $2.69
June 30, 1995 3.50 2.30
September 30, 1995 4.00 2.30
December 31, 1995 3.75 1.78
March 30, 1996 3.60 2.10
June 30, 1996 2.25 1.05
July 17, 1996 1.25 .68
</TABLE>

11
<PAGE> 16

Since November 22, 1994, trading of the Company's Common Stock has been
quoted on the Nasdaq Small Cap Market under the symbol "PUTT." The following
table sets forth, for the periods indicated, the quarterly range of the high
and low closing prices of the Common Stock as reported by on the Nasdaq Small
Cap Market (all such prices are in U.S. dollars):

<TABLE>
<CAPTION>
Closing Prices
------------------------
Quarter Ended High Low
------------- ----- -----
<S> <C> <C>
March 31, 1995 $3.50 $1.88
June 30, 1995 2.63 1.63
September 30, 1995 3.00 1.63
December 31, 1995 2.88 1.25
March 31, 1996 2.69 1.50
June 30, 1996 1.69 .88
September 30, 1996 1.00 .25
December 31, 1996 .50 .25
March 31, 1997 .69 .25
June 30, 1997 .44 .25
September 30, 1997 .37 .19
December 31, 1997 .63 .13
</TABLE>

On January 21, 1998, the closing market price for the Company's Common Stock
on the Nasdaq Small Cap Market was $.56 per share.

No dividend has been declared or paid by the Company since inception on the
Company's Common Stock. The Company does not anticipate that any dividends
will be declared or paid in the future on the Company's Common Stock.

EFFECT OF PROPOSED REVERSE STOCK SPLIT UPON HOLDERS OF COMMON STOCK

On the Record Date, there were 42,632,503 shares of Common Stock
outstanding. Consummation of the Reverse Stock Split at a 1 to 15 ratio, would
decrease the number of outstanding shares of Common Stock to approximately
2,842,166 shares. The par value of the Common Stock will remain as $0.001 per
share and the authorized number of shares of Common Stock will remain at
50,000,000 if Proposal FOUR is not approved, and will be increased to
200,000,000 if Proposal FOUR is approved. As a consequence, the aggregate par
value of the outstanding Common Stock will be reduced, while the aggregate
capital in excess of par value attributable to the outstanding Common Stock for
statutory and accounting purposes will be correspondingly increased. The
resolution approving the Reverse Stock Split provides that this increase in
capital in excess of par value will be treated as capital for statutory
purposes. However, under Delaware law, the Board of Directors of the Company
will have the authority, subject to various limitations, to transfer some or
all of such increased capital in excess of par value from capital to surplus,
which additional surplus could be distributed to shareholders as dividends or
used by the Company to repurchase outstanding stock. The Company currently has
no plans to use any surplus so created to pay any such dividend or to
repurchase stock.

Subject to the provisions for elimination of fractional shares as described
below, consummation of the Reverse Stock Split will not result in a change in
the relative equity position or voting power of the holders of Common Stock.

No fractional shares of Common Stock will be issued to any shareholder.
Accordingly, shareholders of record who would otherwise be entitled to receive
fractional shares of Common Stock, will, upon surrender of their certificates
representing shares of the Company's Common Stock, receive a cash payment
("Cash Consideration") in lieu thereof equal to the value of such fractional
share determined by reference to the average closing bid prices of the Common
Stock for a period of ten (10) trading days immediately preceding the effective
date of the Reverse Stock Split (the "Effective Date"), as reported

<PAGE> 17

on the Nasdaq Small Cap Market (as defined above). Holders of less than one
share of Common Stock as a result of the Reverse Stock Split ("Fractional
Shareholders") no longer will be shareholders of the Company as of the
Effective Date of the Reverse Stock Split. As of the Record Date, only 15
shareholders of record hold less than 15 shares of the Company's Common Stock.
Assuming the maximum Reverse Stock Split of a 1 for 15 ratio, as of the
Effective Date, the Company will continue to have more than 300 shareholders of
record.

Shareholders should be aware that as a general rule, a stock split will, in
and of itself, neither increase nor decrease the intrinsic value of a
shareholder's investment. Except for holders of a very small number of shares
who receive cash in lieu of a fractional share, the smaller number of shares
resulting from a reverse split generally leaves shareholders with approximately
the same proportionate ownership as before the reverse split. The issuance of
cash in lieu of a fractional share will increase the proportionate interest of
some shareholders and decrease the proportionate interest of others.

The greatest possible increase in ownership will accrue to any shareholder
holding a number of shares evenly divisible by 15, if any so exist. Those
current holders of a number of shares of Common Stock not evenly divisible by
15, assuming a Reverse Stock Split at a 1 for 15 ratio, will receive cash in
lieu of fractional shares, and will correspondingly suffer a dilution in
ownership. The difference in the ownership interest of each shareholder
resulting from the Reverse Stock Split will generally be inversely proportional
to the number of shares held by such shareholder, with large shareholders
generally affected the least.

The Reverse Stock Split may leave shareholders with one or more "odd lots"
of the Company's stock, i.e., stock holdings in amounts of less than 100
shares. These shares may be more difficult to sell, or require a greater
commission per share to sell, than shares in lots of 100.

The Company believes that the Reverse Stock Split will have no detrimental
effect on the total value of the Company's Common Stock. However, to the
extent that a shareholder's holding is reduced by reason of the Reverse Stock
Split to less than 100 shares of Common Stock, the brokerage fees for the sale
of his or her shares may in all likelihood be higher than the brokerage fees
applicable to the sale of round lots of shares.

LACK OF OPINIONS, APPRAISALS, AND REPORTS

Neither the Company nor the Board of Directors received any report,
opinion, or appraisal from an outside party with respect to the Reverse Stock
Split, including, but not limited to, any report, opinion, or appraisal with
respect to the fairness of the Reverse Stock Split to the Company, any
affiliates of the Company, or any unaffiliated shareholders of the Company.
The Board of Directors determined that the cost and expense to obtain such
report, opinion or appraisal were not warranted in light of (i) the expected
cash consideration to be paid to the Fractional Shareholders pursuant to the
Reverse Stock Split, (ii) the relatively high cost and expense required to
obtain such report, opinion or appraisal when compared to the low value of the
Company's net assets, and (iii) the right of each of the Fractional
Shareholders to dissent from the Reverse Stock Split under the Delaware General
Business Law.

PLANS FOR THE COMPANY AFTER THE REVERSE STOCK SPLIT

Except as indicated in this Proxy Statement after the consummation of the
Reverse Stock Split, the Company does not have any present plans or proposals
which relate to or would result in an extraordinary corporate transaction, such
as a merger, reorganization, or liquidation, involving the Company or any of
its subsidiaries; a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; any change in the present Board of
Directors or management of the Company including, but not limited to, any plan
or proposal to change the number or term of directors, to fill any existing
vacancy on the Board of Directors or to change any material term of the
employment contract of any executive officer; or any material change in the
present dividend rate or policy or indebtedness or capitalization of the
Company. Upon consummation of the Reverse Stock Split, the assets, business,
and operations of the Company will be continued substantially as they are
currently being conducted.

13
<PAGE> 18

MANNER OF EFFECTING THE REVERSE STOCK SPLIT: EXCHANGE OF
CERTIFICATES AND ELIMINATION OF FRACTIONAL SHARE INTERESTS

The Reverse Stock Split will be effected by the filing with the Secretary
of State of Delaware, in the event of the approval of the Reverse Stock Split
by the Company's shareholders, a Certificate of Amendment to the Certificate of
Incorporation (the "Amended Certificate of Incorporation") of the Company
amending Article IV in substantially the form attached as Exhibit B to this
Proxy Statement, in order to complete the transactions contemplated by the
Reverse Stock Split. The Reverse Stock Split will become effective on the date
of filing of the Amended Certificate of Incorporation unless the Company
specifies otherwise (the "Effective Date"). If the Reverse Stock Split is
approved at the Annual Meeting by the holders of a majority of the currently
issued and outstanding Common Stock, the Company expects to file the Certificate
of Amendment to the Certificate of Incorporation with the Secretary of State of
the State of Delaware as soon as practicable thereafter.

On the Effective Date, assuming a Reverse Stock Split at a 1 for 15 ratio,
each 15 shares of the "old" Common Stock will automatically be combined and
changed into one share of "new" Common Stock ("New Common Stock"). No
additional action on the part of the Company or any shareholder will be
required in order to effect the Reverse Stock Split. Shareholders will be
requested to exchange their certificates representing shares of Common Stock
held prior to the Reverse Stock Split for new certificates representing shares
of New Common Stock issued as a result of the Reverse Stock Split.
Shareholders will be furnished the necessary materials and instructions to
effect such exchange promptly following the Effective Date by the Company's
transfer agent.

CERTIFICATES REPRESENTING SHARES OF THE "OLD" COMMON STOCK SUBSEQUENTLY
PRESENTED FOR TRANSFER WILL NOT BE TRANSFERRED ON THE BOOKS AND RECORDS OF THE
COMPANY UNTIL THE CERTIFICATES REPRESENTING THE SHARES OF "OLD" COMMON STOCK
HAVE BEEN EXCHANGED FOR CERTIFICATES REPRESENTING SHARES OF NEW COMMON STOCK.

Shareholders should not submit any certificates until requested to do so.
In the event any certificate representing shares of the "old" Common Stock is
not presented for exchange upon request by the Company, any dividends that may
be declared after the Effective Date with respect to the Common Stock
represented by such certificate will be withheld by the Company until such
certificate has been properly presented for exchange, at which time all such
withheld dividends which have not yet been paid to the public official pursuant
to relevant abandoned property laws will be paid to the holder thereof or his
designee, without interest.

FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT

The following description of federal income tax consequences is based on
the Internal Revenue Code of 1986, as amended, and applicable Treasury
regulations promulgated thereunder, judicial authority and current
administrative rulings and practices as in effect on the date of this Proxy
Statement. This discussion should not be considered tax or investment advice,
and the tax consequences of the Reverse Stock Split may not be the same for all
shareholders. In particular, this discussion does not address the tax
treatment of special classes of shareholders, such as banks, insurance
companies, tax-exempt entities and foreign persons. Shareholders desiring to
know their individual federal, state, local and foreign tax consequences should
consult their own tax advisors.

The combination and change of each 15 shares of "old" Common Stock into one
share of New Common Stock will be a tax-free transaction, and the holding
period and tax basis of the "old" Common Stock will be carried over to the New
Common Stock received in exchange therefor.

Generally, cash received in lieu of fractional shares will be treated as
received in exchange for the fractional shares (although in unusual
circumstances, a portion of such cash may possibly be deemed a dividend), and
shareholders will recognize gain or loss based upon the difference between the
amount of cash received and the tax basis in the surrendered fractional

14
<PAGE> 19

shares. If the fractional shares surrendered have been held as capital assets
by such shareholder, then any gain or loss recognized by such shareholder will
be a capital gain or loss.

The receipt by each Fractional Shareholder of cash in lieu of fractional
shares of New Common Stock pursuant to the Reverse Stock Split will be a
taxable transaction for federal income tax purposes under the Internal Revenue
Code of 1986, as amended (the "Code").

Under Section 302 of the Code, a Fractional Shareholder will recognize gain
or loss upon receiving cash in lieu of fractional shares of New Common Stock if
(i) the Reverse Stock Split results in a "complete redemption" of all of the
Fractional Shareholder's shares of Common Stock, (ii) the receipt of cash is
"substantially disproportionate" with respect to the Fractional Shareholder, or
(iii) the receipt of cash is "not essentially equivalent to a dividend" with
respect to the Fractional Shareholder. These three tests are applied by taking
into account not only shares that a Fractional Shareholder actually owns, but
also shares that a Fractional Shareholder constructively owns pursuant to
Section 318 of the Code, described below.

If any one of these three tests is satisfied, the Fractional Shareholder
will recognize gain or loss equal to the difference between the amount of cash
received by the Fractional Shareholder pursuant to the Reverse Stock Split and
the tax basis in the existing shares of Common Stock held by the Fractional
Shareholder. Provided that the shares of Common Stock constitute a capital
asset in the hands of the Fractional Shareholder, this gain or loss will be
long-term capital gain or loss if the shares of Common Stock are held for more
than eighteen months and will be short-term capital gain or loss if the shares
of Common Stock are held for less than eighteen months.

Pursuant to the constructive ownership rules of Section 318 of the Code, a
shareholder is deemed to constructively own shares owned by certain related
individuals and entities in addition to shares actually owned by the
shareholder. For instance, an individual shareholder is considered to own
shares owned by or for his or her spouse and his or her children,
grandchildren, and parents ("family attribution"). A shareholder is also
considered to own a proportionate number of shares owned by estates or certain
trusts in which the shareholder has a beneficial interest, by partnerships in
which the shareholder is a partner, and by corporations in which 50 percent or
more of the value of the stock is owned directly or indirectly by or for such
shareholder. Similarly, shares directly or indirectly owned by beneficiaries
of estates of certain trusts, by partners of partnerships and, under certain
circumstances, by shareholders of corporations may be considered owned by these
entities ("entity attribution"). A shareholder is also deemed to own shares
which the shareholder has the right to acquire by exercise of an option.

The receipt of cash by a Fractional Shareholder pursuant to the Reverse
Stock Split will result in a "complete redemption" of all of the Fractional
Shareholder's shares of Common Stock, so long as the Fractional Shareholder
does not receive nor constructively own any shares of New Common Stock as a
result of the Reverse Stock Split. However, a Fractional Shareholder who does
not receive any shares of New Common Stock as a result of the Reverse Stock
Split may qualify for gain or loss treatment under the "complete redemption"
test even though such Fractional Shareholder constructively owns shares of New
Common Stock provided that (i) the Fractional Shareholder constructively owns
shares of New Common Stock as a result of the family attribution rules (or, in
some cases, as a result of a combination of the family and entity attribution
rules), and (ii) the Fractional Shareholder qualifies for a waiver of the
family attribution rules (such waiver being subject to several conditions, one
of which is that the Fractional Shareholder has no interest in the Company
immediately after the Reverse Stock Split (including as an officer, director,
or employee), other than an interest as a creditor).

It is anticipated that Fractional Shareholders who do not receive any
shares of New Common Stock as a result of the Reverse Stock Split will qualify
for capital gain or loss treatment as a result of satisfying the "complete
redemption" requirements. However, if the constructive ownership rules prevent
compliance with these requirements, a Fractional Shareholder may nevertheless
qualify for capital gain or loss treatment by satisfying either the
"substantially disproportionate" or the "not essentially equivalent to a
dividend" requirements. In general, the receipt of cash pursuant to the
Reverse Stock Split will be "substantially disproportionate" with respect to
the Fractional Shareholder if the percentage of shares of New Common Stock
constructively owned by the Fractional Shareholder immediately after the
Reverse Stock Split is less than

15
<PAGE> 20

80 percent of the percentage of existing shares of Common Stock actually and
constructively owned by the Fractional Shareholder immediately before the
Reverse Stock Split. Alternatively, the receipt of cash pursuant to the
Reverse Stock Split will, in general, be "not essentially equivalent to a
dividend" if the Reverse Stock Split results in a "meaningful reduction" in the
Fractional Shareholder's proportionate interest in the Company.

If none of the three tests described above is satisfied, a Fractional
Shareholder who does not receive any shares of New Common Stock as a result of
the Reverse Stock Split will be treated under the distribution rules of Section
301 of the Code. Generally, pursuant to Section 301 of the Code, a
distribution of cash by a corporation to its shareholders is considered a
taxable dividend in an amount equal to the entire amount of cash received by
such shareholder to the extent of the earnings and profits, both current and
accumulated, of such corporation. The Company does not have any current or
accumulated earnings and profits. Accordingly, a Fractional Shareholder who
does not qualify for capital gain or loss treatment under the above described
Section 302 rules will nonetheless qualify for capital gain or loss treatment
under the distribution rules of Section 301.

The receipt of shares of New Common Stock in the Reverse Stock Split by
shareholders of the Company who are not Fractional Shareholders will be a
nontaxable transaction for federal income tax purposes. However, it is
anticipated that a Fractional Shareholder who receives any shares of New Common
Stock as a result of the Reverse Stock Split will be treated as having received
a capital gain or loss in an amount equal to the difference between the amount
of cash received by the Fractional Shareholder pursuant to the Reverse Stock
Split and the tax basis in the fractional shares of Common Stock held by the
Fractional Shareholder for which cash was received by the Fractional
Shareholder in lieu of New Common Stock. Consequently, a shareholder of the
Company receiving only shares of New Common Stock will not recognize gain or
loss, or dividend income, as a result of the Reverse Stock Split with respect
to the shares of New Common Stock received. In addition, the basis and holding
period attributed to the shares of New Common Stock of the shareholders who
receive only New Common Stock and the Fractional Shareholders who receive
shares of New Common Stock as a result of the Reverse Stock Split will carry
over as the basis and holding period of such shareholder's shares of New Common
Stock.

THE FOREGOING IS ONLY A GENERAL DESCRIPTION OF CERTAIN OF THE FEDERAL
INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO THE SHAREHOLDERS WITHOUT
REFERENCE TO THE PARTICULAR FACTS AND CIRCUMSTANCES OF ANY PARTICULAR
SHAREHOLDER. EACH SHAREHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR
TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO SUCH SHAREHOLDER OF THE REVERSE
STOCK SPLIT (INCLUDING THE APPLICATION AND EFFECT OF STATE AND LOCAL INCOME AND
OTHER TAX LAWS).

VOTE REQUIRED; RECOMMENDATION OF THE BOARD OF DIRECTORS

Under Delaware law, Proposal SIX to effect the Reverse Stock Split must be
approved by the affirmative vote of the holders of a majority of the issued and
outstanding shares of the Company's Common Stock. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

PROPOSAL SEVEN: APPOINTMENT OF AUDITOR

Unless otherwise instructed, the proxies given pursuant to this solicitation
will be voted for the appointment of Ernst & Young L.L.P., Certified Public
Accountants, of Raleigh, North Carolina, as the auditor of the Company for the
ensuing year at a remuneration to be fixed by the directors. Representatives
of such firm plan to attend the Meeting and will be available to answer
questions by telephone conference, if required.

THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY.

16
<PAGE> 21

BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of January 21, 1998 (except as
noted) by each person known to the Company to own beneficially more than five
percent of the Company's Common Stock, each director, each nominee for election
as a director, each executive officer, and all executive officers and directors
as a group. The information reported herein is based on a review of the
records of the Company's Registrar and Transfer Agent, the most recently filed
reports of beneficial ownership ("Section 16 Reports"), and information
supplied by the named individuals. Certain discrepancies may exist among such
information which are noted in the footnotes to this table. Relationships
between the Company and certain of its former management are hostile. No
assurance can be given that the information reported is accurate.

<TABLE>
<CAPTION>
AMOUNT PERCENT
BENEFICIALLY OF
NAME OF BENEFICIAL OWNER (1) OWNED (1) CLASS
---------------------------- ------------ -------
<S> <C> <C>
Clifford F. Bagnall(2) . . . . . . . . . . . . . . . . . . . . . . 0 0%
Joseph R. Cellura(3) . . . . . . . . . . . . . . . . . . . . . . . 0 0%
Preston H. Cottrell(4) . . . . . . . . . . . . . . . . . . . . . . 100,000 *
Jeremiah M. Daly(5) . . . . . . . . . . . . . . . . . . . . . . . . 0 0%
Gordon D. Ewart(6) . . . . . . . . . . . . . . . . . . . . . . . . 2,010,017 4.7%
James A. McNulty(7) . . . . . . . . . . . . . . . . . . . . . . . . 0 0%
Divot Spa WGV, Inc.(8) . . . . . . . . . . . . . . . . . . . . . . 3,000,000 7.0%
All directors and executive officers and beneficial
owners as a group (7 persons) . . . . . . . . . . . . . . . . . . 5,110,017 12.0%
</TABLE>

- -----------------------------
*Less than one percent.

(1) The named shareholders have sole voting and dispositive power with
respect to all shares shown as being beneficially owned by them, except
as otherwise indicated.

(2) Mr. Bagnall serves as Chief Operating Officer of the Company. He was
elected to the Board in September 1997 and is a nominee for re-election
to the Board. Mr. Bagnall's address is One Tampa City Center, 201 North
Franklin Street, Suite 200, Tampa, Florida 33602.

(3) Mr. Cellura serves as Chairman of the Board and Chief Executive Officer
of the Company. Mr. Cellura was elected to the Board in June 1997 and is
a nominee for reelection. Mr. Cellura's address is One Tampa City
Center, 201 North Franklin Street, Suite 200, Tampa, Florida 33602.

(4) Mr. Cottrell is a nominee for election to the Board. Mr. Cottrell's
address is 7300 Impala Drive, Richmond, Virginia 23228.

(5) Mr. Daly serves as President of the Company. He was elected to the Board
in December 1997 and is a nominee for re-election to the Board. Mr.
Daly's address is 17 Olde Meadow Road, Marion, Massachusetts 02738.

(6) Includes 2,010,017 shares of Common Stock held by corporations controlled
by Mr. Ewart. Mr. Ewart, who served as Chairman of the Board of the
Company until May 1997, is a nominee for re-election. Mr. Ewart's
address is 163 Ontario Street, Cobourg, Ontario K9A 3B6, Canada.

17
<PAGE> 22

(7) Mr. McNulty serves as Chief Financial Officer of the Company. His
address is One Tampa City Center, 201 North Franklin Street,
Suite 200, Tampa, Florida 33602.

(8) Divot Spa WGV, Inc., is a Florida corporation which was formed and
organized in 1997 by Mr. Cellura. Mr. Cellura transferred his interest in
the corporation to Robert Gewant in October 1997. Mr. Gewant is the sole
owner of Divot Spa WGV, Inc. Mr. Bagnall serves as Vice President and
Secretary of Divot Spa WGV, Inc., but has no ownership interest therein.
Both Mr. Cellura and Mr. Bagnall now disclaim any beneficial ownership
regarding any Company stock owned by Divot Spa WGV, Inc.

EXECUTIVE COMPENSATION

The Company's directors have heretofore served without compensation for
their services as directors, but have been reimbursed for expenses incurred in
connection with their duties. It is anticipated that directors will continue
to serve without compensation (other than reimbursement of expenses).

Other than the employment contracts described below, the Company had no
standard arrangements or policies for compensation of its executives. The
Board of Directors will, from time to time, determine the compensation of its
senior management in accordance with the prevailing financial condition of the
Company as the Board shall determine and provide other incentives to promote
successful management of the Company's business. There were no bonus, stock
option or other incentive plans in effect for any level of management as of the
end of the last year except for the Company's Stock Option Plan and certain
performance bonuses included in the employment agreements of Messrs. Cellura,
Daly, and Bagnall as more fully described below.

The following table sets forth information with respect to compensation
paid by the Company and its subsidiaries to both Chief Executive Officers. No
other executive of the Company received compensation in excess of $100,000 for
the last fiscal year.

<PAGE> 23

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------------- -----------------------------------
AWARDS PAYOUTS
----------------------- -------
OTHER RESTRICTED
ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
SALARY BONUS COMPENSATION AWARD(S) SARS(1) PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($)(1) ($) ($) (#) ($) ($)
- --------------------------- ---- ----------- ------ ------------ ---------- --------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
William E. Horne 1997 $118,209(1)
Former President and 1996 $240,610
Chief Executive Officer 1995 $156,689(2)

Joseph R. Cellura 1997 $ 45,406(3)
Chairman and Chief 1996 $ -0-
Executive Officer 1995 $ -0-
</TABLE>

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

(1) Mr. Horne stepped down as President and Chief Executive Officer in May 1997
and as Director of the Company in November 1997.

(2) Represents the period beginning June 30, 1995 through December 31, 1995.

(3) Represents the period beginning June 2, 1997 through December 31, 1997.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
PERCENT OF
TOTAL
NUMBER OF OPTIONS/SARS
SHARES UNDERLYING GRANTED TO EXERCISE
OPTIONS/SARS EMPLOYEES IN FISCAL OR BASE PRICE EXPIRATION GRANT DATE
NAME GRANTED YEAR ($/SH) DATE VALUE ($)
---- --------- ------ ------- ------ ----------
<S> <C> <C> <C> <C> <C>

None

</TABLE>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTIONS/SAR VALUE TABLE

<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS AT
AT FY-END (#) FY-END ($)*
------------------------------- -------------------------------
SHARES
ACQUIRED VALUE
NAME ON EXERCISE REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>

None

</TABLE>

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

*Based on the average high and low sales prices of the Company's Common Stock on
December 31, 1997 as quoted on Nasdaq Small Cap Market.

<PAGE> 24

LONG-TERM INCENTIVE PLANS
AWARDS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
Number Performance Estimated Future Payouts Under
Of Shares, Or Other Non-Stock Price-Based Plans
Units Or Period Until ----------------------------------------------------------
Other Rights Maturation Threshold Target Maximum
Name (#) Or Payout ($ or #) ($ or #) ($ or #)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

None
</TABLE>

EMPLOYMENT CONTRACTS

The Company employed William E. Horne as its President and Chief
Executive Officer pursuant to the terms of an employment agreement dated June 5,
1995. This agreement expired on June 5, 1997. Under the terms of the
employment contract, the Company was responsible to pay one year's salary as
severance compensation for failure to renew the contract. Mr. Horne waived his
right to receive his severance payment in connection with the Company's
acquisition of shares of his stock.

The Company employed Thomas K. Richardson as its Senior Vice President of
Operations and Chief Operating Officer pursuant to the terms of an employment
agreement dated June 5, 1995. Mr. Richardson resigned as an officer and
director of the Company effective May 2, 1997. Under the terms of his
employment contract, the Company is responsible to pay one year's salary as
severance compensation for failure to renew the contract. Mr. Richardson's
annual salary was $150,000. The Company also entered into a consulting
agreement with Mr. Richardson after the termination of his employment. In
1997, the Company paid Mr. Richardson pursuant to the employment and consulting
contracts total compensation of $76,226 ($10,000 of which relates to the
consulting contract). All relationships with Mr. Richardson have been
terminated, and the Company has no further obligation with respect to either
contract.

The Company employed Hale Irwin as President of Hale Irwin Golf Courses,
Inc., a former subsidiary corporation, pursuant to the terms of an employment
agreement dated May 6, 1994. This agreement expired on May 16, 1997.

On September 3, 1997, the Company entered into a seven-year Employment
Contract with Joseph R. Cellura. Mr. Cellura is entitled to an annual salary
of $225,000. The contract, unless terminated by agreement or in accordance with
the termination provisions therein, automatically renews for annual periods
unless at least sixty (60) days notice is given by either party. Mr. Cellura
will also be issued 5,000,000 shares of Stock of the Company. The 5,000,000
shares were offered prior to Mr. Cellura's becoming a director, officer, or
employee of the Company, as an inducement for Mr. Cellura to enter into an
employment arrangement with Company. The shares will be issued upon the
shareholders' approval to increase the authorized shares of common stock of the
Company to 200,000,000 and will be subject to forfeiture in the event his
employment terminates for any reason other than death or disability prior to
March 1, 1999. In the event of any such termination, Mr. Cellura's shares shall
be forfeited and must be returned to the Company immediately. The Employment
Contract includes an incentive bonus which will pay Mr. Cellura the following
percentages depending upon the Company's earnings before interest and taxes:
$1,000,000 or less, 5% of base salary; $1,000,001 - $3,000,000, 15% of base
salary; $3,000,001 - $5,000,000, 30% of base salary; and greater than
$5,000,000, 50% of base salary. The Employment Contract will also provide Mr.
Cellura with benefits commensurate with other executives of the Company.
Additionally, Mr. Cellura will be entitled to maintain an office in New York,
New York, with the Company being responsible for any expenses related thereto
(currently estimated at approximately $8,000 per month). In the event Mr.
Cellura is terminated without cause, unless such termination is at the election
of Mr. Cellura or upon the scheduled termination date pursuant to the terms of
the Employment Contract, the Company will be responsible for paying Mr. Cellura
severance compensation in the amount of $500,000 which shall be payable within
sixty (60) days of termination. The Employment Contract provides for covenants
against competition and solicitation of employees of the Company for a one-year
period after termination for cause or termination by Mr. Cellura. During 1997,
the Company accrued, but did not pay, an amount of $30,000 (which was due under
the Employment Contract). The Company expects to pay such amount by March 31,
1998.

20
<PAGE> 25

The Company signed an Employment Contract with Jeremiah M. Daly effective
December 1, 1997. The Employment Contract provides that Mr. Daly shall serve as
President of the Company for a five-year term, and unless terminated by
agreement or in accordance with the termination provisions therein, will be
automatically renewed for an additional five-year period unless either party
provides thirty days notice. The Company will pay Mr. Daly a salary of $250,000
per annum. Mr. Daly will also be entitled to relocation costs up to $30,000.
Mr. Daly shall also be entitled to a performance bonus based upon the Company's
earnings before interest and taxes which shall be calculated as follows:
$1,000,000 or less, 5% of base salary; $1,000,001 - $3,000,000, 15% of base
salary; $3,000,001 - $5,000,000, 30% of base salary; and greater than
$5,000,000, 50% of base salary. The Employment Contract also provides for
benefits commensurate with other executives of the Company. In the event Mr.
Daly is terminated without cause, unless such termination is at the election of
Mr. Daly or upon the scheduled termination date pursuant to the terms of the
Employment Contract, the Company will be responsible for paying Mr. Daly
severance compensation in the amount of $500,000 which shall be payable within
sixty (60) days of termination. The Employment Contract provides for covenants
against competition and solicitation of employees of the Company for a one-year
period after termination for cause or termination by Mr. Daly.

On September 2, 1997, the Company entered into a three-year Employment
Contract with Clifford F. Bagnall, engaging Mr. Bagnall to serve in the
capacity of Chief Operating Officer of the Company and interim Chief Financial
Officer until the Company hired another executive. Mr. Bagnall is entitled to
a salary of $175,000 per year and the contract, unless terminated by agreement
or in accordance with the termination provisions therein, automatically renews
for annual periods unless terminated by thirty (30) days notice from either
party. Mr. Bagnall shall also be entitled to a performance bonus based upon
the Company's earnings before interest and taxes which shall be calculated as
follows: $1,000,000 or less, 5% of base salary; $1,000,001 - $3,000,000, 15% of
base salary; $3,000,001 - $5,000,000, 30% of base salary; and greater than
$5,000,000, 50% of base salary. Mr. Bagnall shall additionally receive
benefits commensurate with other executives of the Company. In the event Mr.
Bagnall is terminated without cause, unless such termination is at the election
of Mr. Bagnall or upon the scheduled termination date pursuant to the terms of
the Employment Contract, the Company will be responsible for paying Mr. Bagnall
severance compensation in the amount of $240,000 which shall be payable within
sixty (60) days of termination. The Employment Contract provides for
restrictive covenants of competition and solicitation of employees of the
Company for a one-year period after termination for cause or termination by Mr.
Bagnall. During 1997, the Company accrued, but did not pay, an amount of
$16,677 (which was due under the Employment Contract). The Company expects to
pay such amount by March 31, 1998.

COMPLIANCE WITH SECTION 16 OF
THE SECURITIES EXCHANGE ACT OF 1934

During 1997, and based solely on a review of information received from
CDA/Investnet listing Forms 3, 4 and 5 filed with the Securities and Exchange
Commission, none of which have been furnished to the Company under Rule
16a-3(e) promulgated under the Exchange Act with respect to 1997, all of
Company's directors and executive officers failed to file on a timely basis
such forms and reports required by Section 16(a) of the Exchange Act during
1996. Messrs. Atkinson, Horne, McNeill, and Richardson failed to file Form 4s
reporting disposition of shares of Common Stock of the Company. Messrs.
Atkinson, Ewart, Horne, McNeill and Richardson each failed to file an Annual
Report on Form 5. Messrs. Cellura, Bagnall and Daly each failed to timely file
his Form 3, but filed such forms as of December 31, 1997.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In December 1997, the Company entered into a Stock Purchase Agreement with
William E. Horne and certain family members. Pursuant to this agreement, the
Company redeemed shares of its Common and Preferred Stock which were owned by
Mr. Horne and his family. The shares of Common Stock were redeemed at a price
of $0.15 per share (for a total purchase price of $75,542.55) and the shares of
Preferred Stock were redeemed for $0.75 per share (for a total purchase price
of $210,937.50). In connection with the redemption of these shares, Mr. Horne
resigned as a director and officer of the Company and all affiliated companies
and executed a General Release in favor of the Company. The Company also
entered into an Indemnification Agreement with Mr. Horne to indemnify him in
connection with any liability that arose as a result of his service as an
officer and director of the Company.

In November 1997, the Company entered into a Cross Creek/Brassie Stock
Agreement with Lance McNeill. Pursuant to this Agreement, Mr. McNeill
guaranteed that the Company would receive $35,000 in repayment of certain
amounts which had been expended by the Company at the Cross Creek Golf Course
Development Project. Mr. McNeill pledged 100,000 shares of his Common Stock of
the Company to secure his guaranty. The Company also agreed to assist Mr.
McNeill in having the Rule 144 restrictions on his shares of Common Stock
removed. Mr. McNeill executed a General Release in favor of the Company and
resigned as an officer and director of the Company and its affiliates. The
Company entered into an Indemnification Agreement with Mr. McNeill to indemnify
him in connection with any liabilities that arose as a result of his service as
an officer and director of the Company.

A & E Capital loaned the Company $469,000, which was secured by a second
mortgage on the Company's Curtis Park property. The Company repaid this loan,
and all unpaid and accrued interest (approximately $19,000) on or about December
5, 1997. A & E Capital is owned by Robert G. Atkinson, a former director of the
Company, and Gordon D. Ewart, who is presently a Director of the Company and is
a nominee for reelection. The Company believes that the terms of this loan were
comparable to what it could have negotiated with a commercial lender.

In January 1997, prior to Mr. Cellura's becoming a member of the Board of
Directors or an officer or employee of the Company, the Company entered into an
agreement in principle with Divot Golf Corporation, a Florida corporation
owned by Mr. Cellura. Mr. Cellura serves as Director, Chairman of the Board,
and Chief Executive Officer of the Company and is a nominee for reelection.
The agreement contemplates a merger or other similar transaction whereby the
Company would acquire Divot Golf Corporation (or substantially all of its
assets) for 10,000,000 shares of the Company's stock and cash of $550,000.
The assets include certain exclusive patents and other licensing rights.
The Company is undertaking a valuation of the assets of Divot Golf Corporation,
but in contemplation of acquiring such assets, made a nonrefundable deposit of
$300,000 in November 1997.

21
<PAGE> 26

On January 7, 1998, the Company loaned to Mr. Cellura $65,388. This loan
is evidenced by a promissory note which bears interest at the rate of 6% and is
unsecured. The terms of the loan require that it be repaid on or before June
30, 1998. Mr. Cellura did not participate in the Board's decision to approve
this loan. The Company believes that the terms of this loan are commercially
reasonable.

Mr. Ewart purchased $510,000 of convertible preferred stock pursuant to
a private placement offering by the Company in December 1997. The Preferred
Stock was offered in units of 15 Preferred Shares, with each such share having
a liquidation value of $1,000 plus 10,000 warrants (exercisable at $1.00 per
share for a period of three years), for the price of $15,000 per unit. The
holders of the Preferred Stock are entitled to 7% cumulative dividends, which
percentage increases in certain events. The Preferred Stock is convertible
immediately to shares of the Company's Common Stock at $1,000 per share so
converted divided by the "conversion price" which is a formula based on the
lesser of $0.70 or 75% of the average of the closing price during the ten-day
period prior to conversion. Mr. Ewart was among a number of investors in the
Private Placement Offering and did not receive any terms different from other
investors.

INFORMATION CONCERNING SOLICITATION AND VOTING

RECORD DATE

December 28, 1997 at midnight has been fixed as the record date for the
determination of shareholders entitled to notice of and to vote at the Meeting.
At that date, the Company had outstanding 42,632,503 shares of Common Stock,
$.001 par value ("Common Stock"), each of which will be entitled to one vote.

REVOCABILITY OF PROXIES

A proxy for use at the meeting is enclosed. Any shareholder who executes
and delivers a proxy has the right to revoke it at any time before its exercise
by filing with the Company a written instrument revoking it or a duly executed
proxy bearing a later date. The presence of a shareholder at the meeting will
not operate to revoke his proxy. However, a shareholder may revoke a proxy
previously executed by him by attending the meeting and formally electing to
vote in person.

VOTING AND SOLICITATION

The solicitation of proxies is made by and on behalf of the Board of
Directors. The cost of the solicitation will be borne by the Company, including
the reasonable expenses of brokerage firms or other nominees for forwarding
proxy materials to beneficial owners. In addition to solicitation by mail,
proxies may be solicited by telephone, telegraph, facsimile transmission, or
personal contact by certain directors, officers and employees of the Company
without additional compensation.

If the enclosed proxy is executed and returned, the shares represented
thereby will be voted in accordance with any specifications made by the
shareholder. In the absence of any such specification, the returned proxy will
be voted "FOR" Proposals ONE, THREE, FOUR, FIVE, SIX, and SEVEN and to elect the
directors as set forth under Proposal TWO.

No business other than that set forth in the accompanying Notice of Annual
Meeting of Shareholders is expected to come before the meeting. Should any
other matter requiring a vote of shareholders properly arise, the persons named
in the enclosed form of proxy will vote such proxy in accordance with the
recommendation of the Board of Directors.

Each share of Common Stock is entitled to one vote for each share held as
of the Record Date, and there are no preemptive rights. The Company's
Certificate of Incorporation and By-laws do not provide for cumulative voting
for the election of directors or any other purpose.

QUORUM; ABSTENTIONS; BROKER NONVOTES

Shares representing 33-1/3% of the combined voting power of the 42,632,503
shares of Common Stock outstanding on the Record Date must be represented at the
Meeting to constitute a quorum for conducting business. In the absence of a
quorum, the shareholders present in person or by proxy, by majority vote and
without further notice, may adjourn the Meeting from time to time until a quorum
is attained. At any reconvened Meeting following such adjournment at which a
quorum shall be present, any business may be transacted which might have been
transacted at the Meeting as originally notified.

The required quorum for the transaction of business at the Meeting is
one-third of the votes eligible to be cast by holders of shares of Common Stock
issued and outstanding on the Record Date. Shares that are voted

22
<PAGE> 27

"FOR" or "AGAINST" a matter are treated as being present at the Meeting for
purposes of establishing a quorum and are also treated as shares entitled to
vote at the Meeting (the "Votes Cast") with respect to such matter.

The Company will count abstentions for purposes of determining both: (i)
the presence or absence of a quorum for the transaction of business, and (ii)
the total number of Votes Cast with respect to a proposal (other than the
election of directors). Accordingly, abstentions will have the same effect as
a vote against the proposal.

Further, the Company intends to count broker nonvotes for the purpose of
determining the presence or absence of a quorum for the transaction of
business, although broker nonvotes will not be counted for purposes of
determining the number of Votes Cast with respect to the particular proposal on
which the broker has expressly not voted. Thus, a broker nonvote will not
affect the outcome of the voting on a proposal, except to the extent that a
resolution requires the approval of a majority of the issued and outstanding
shares of Common Stock, such as Proposals ONE, THREE, FOUR, and SIX.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

Any shareholder who intends to present a proposal at the next Annual Meeting of
Shareholders anticipated to be held at the end of April 1999 for inclusion in
the proxy statement and form of proxy relating to that meeting is advised that
the proposal must be received by the Company at its principal executive offices
not later than September 29, 1998. The Company will not be required to include
in its proxy statement or form of proxy a shareholder proposal which is
received after that date or which otherwise fails to meet requirements for
shareholder proposals established by regulations of the Securities and Exchange
Commission.

INCORPORATION BY REFERENCE

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information filed by the Company with the Commission may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at the Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661 and at 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of such material also may
be obtained from the Public Reference Section of the Commission at Washington,
D.C., at prescribed rates. In addition, the Company's Common Stock is quoted
on the Nasdaq Small Cap Market of The Nasdaq Stock Market (the "Nasdaq Small
Cap Market") and reports, proxy statements and other information filed by the
Company with The Nasdaq Stock Market may be inspected at its offices located at
1735 K Street, N.W., Washington, D.C. 20006-1500.

In addition, the Commission maintains a web site that contains reports, proxy
and information statements and other information regarding registrants that
file electronically with the Commission. The address of such web site is
http://www.sec.gov.

As part of this Proxy Statement, the Company incorporates the Company's Annual
Report on Form 10-KSB in respect of the year ended December 31, 1996, and
Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1997, June
30, 1997 and September 30, 1997.

Upon written request, the Company will provide, without charge: (i) a copy of
its Annual Report on Form 10-KSB for the year ended December 31, 1996 (and, for
the year ended December 31, 1997, when available), and (ii) a copy of the
exhibits to this Proxy Statement, to any shareholder of record or any
shareholder who owned Common Stock listed in the name of a bank or broker, as
nominee, at the Record Date. Requests should be addressed to the Company, to
Mr. Alan Anastos, Director of Corporate Communications, Brassie Golf
Corporation, One Tampa City Center, 201 North Franklin Street, Suite 200,
Tampa, Florida 33602. Written requests also may be sent via facsimile to Mr.
Anastos at (813) 222-3434.

23
<PAGE> 28

OTHER MATTERS

The Company knows of no other matters to be submitted at the Meeting. If any
other matters properly come before the Meeting, it is the intention of the
persons named in the enclosed proxy card to vote the shares they represent as
the Board of Directors may recommend.

YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK YOU
OWN. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN,
DATE, AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY. ANY SHAREHOLDER
PRESENT AT THE MEETING MAY VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE
MEETING AND ANY PROXY GIVEN BY A SHAREHOLDER MAY BE REVOKED AT ANY TIME BEFORE
IT IS EXERCISED.

By Order of the Board of Directors

February 1, 1998 JOSEPH R. CELLURA
Chairman and Chief Executive Officer

24
<PAGE> 29

EXHIBIT A

PROPOSED AMENDMENTS TO THE COMPANY'S CERTIFICATE OF INCORPORATION
AND BY-LAWS RELATING TO CLASSIFICATION OF BOARD OF DIRECTORS

[The Company's Certificate of Incorporation, as amended, would be amended
by adding the following new Article XIII:]

ARTICLE XIII

NUMBER OF DIRECTORS; CLASSIFICATION OF BOARD

Section 1. Number of Directors.

The number of directors shall not be less than three. The exact number
of directors within the limitations specified in the preceding sentence shall
be fixed from time to time pursuant to a resolution adopted by the Board of
Directors or as provided in the By-Laws of the Corporation.

Section 2. Classes of Directors.

The Board of Directors shall be and is divided into three classes: Class
I, Class II and Class III. No one class shall have more than one director more
than any other class. If a fraction is contained in the quotient arrived at by
dividing the authorized number of directors by three, then, if such fraction is
one-third, the extra director shall be a member of Class I, and if such
fraction is two-thirds, one of the extra directors shall be a member of Class I
and one of the extra directors shall be a member of Class II, unless otherwise
provided from time to time by resolution adopted by the Board of Directors.

Section 3. Terms of Office.

Each director shall serve for a term ending on the date of the third
annual meeting following the annual meeting at which such director was elected;
provided, that each initial director in Class I shall serve for a term expiring
at the Corporation's annual meeting held in 1999; each initial director in
Class II shall serve for a term expiring at the Corporation's annual meeting
held in 2000; and each initial director in Class III shall serve for a term
expiring at the Corporation's annual meeting held in 2001; provided, further,
that the term of each director shall continue until the election and
qualification of his successor and shall be subject to his earlier death,
resignation or removal.

Section 4. Allocation of Directors among Classes in the Event of Increases or
Decreases in the Number of Directors.

In the event of any increase or decrease in the authorized number of
directors, (i) each director then serving as such shall nevertheless continue
as a director of the class of which he is a member until the expiration of his
current term, subject to his earlier death, resignation or removal, and (ii)
the newly created or eliminated directorships resulting from such increase or
decrease shall be apportioned by the Board of Directors among

A-1
<PAGE> 30

the three classes of directors in accordance with the provisions of Section 2
above. To the extent possible, consistent with the provisions of Section 2
above, any newly created directorships shall be added to those classes whose
terms of office are to expire at the latest dates following such allocation,
and any newly eliminated directorships shall be subtracted from those classes
whose terms of offices are to expire at the earliest dates following such
allocation, unless otherwise provided from time to time by resolution adopted
by the Board of Directors.

Section 5. Quorum; Action at Meeting.

A majority of the directors at any time in office shall constitute a
quorum for the transaction of business. In the event one or more of the
directors shall be disqualified to vote at any meeting, then the required
quorum shall be reduced by one for each such director so disqualified, provided
that in no case shall less than one-third of the number of directors fixed
pursuant to Section 1 above constitute a quorum. In the absence of a quorum at
any such meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice other than announcement at the
meeting, until a quorum shall be present. Every act of decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Directors unless a
greater number is required by law, by the By-Laws of the Corporation or by this
Certificate of Incorporation.

Section 6. Removal.

Directors of the Corporation may be removed only for cause by the
affirmative vote of the holders of at least two- thirds of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote.

Section 7. Vacancies.

Unless and until filled by the shareholders, any vacancy in the Board of
Directors, however occurring, including a vacancy resulting from an enlargement
of the Board, may be filled by vote of a majority of the directors then in
office, although less than a quorum, or by a sole remaining director. A
director elected to fill a vacancy shall be elected to hold office until he
next election of the class for which such director shall have been chosen,
subject to the election and qualification of his successor and to his earlier
death, resignation or removal.

Section 8. Amendments to Article.

Notwithstanding any other provisions of law, this Certificate of
Incorporation or the By-laws of the Corporation, and notwithstanding the fact
that a lesser percentage may be specified by law, the affirmative vote of the
holders of at least eighty percent (80%) of the shares of capital stock of the
Corporation issued and outstanding entitled to vote shall be required to amend,
or repeal, or to adopt any provision inconsistent with, this Article XIII.

A-2
<PAGE> 31

[Article II of the Company's By-Laws, as amended, would be deleted in its
entirety, and the following substituted in lieu thereof:]

ARTICLE II - DIRECTORS

1. General Powers. The business and affairs of the corporation
shall be managed by or under the direction of a Board of Directors, who may
exercise all of the powers of the corporation except as otherwise provided by
law, the Certificate of Incorporation of these By-Laws. In the event of a
vacancy in the Board of Directors, the remaining directors, except as otherwise
provided by law, may exercise the powers of the full Board until the vacancy is
filled.

2. Number, Election, and Qualification.

(a) The number of directors shall be elected at the
annual meeting of shareholders by such shareholders as have the right to vote
on such election. Directors need not be shareholders of the corporation.

(b) The Board of Directors shall be and is divided into
three classes: Class I, Class II and Class III. No one class shall have more
than one director more than any other class. If a fraction is contained in the
quotient arrived at by dividing the authorized number of directors by three,
then, if such fraction is one-third, the extra director shall be a member of
Class I, and if such fraction is two-thirds, one of the extra directors shall
be a member of Class I and one of the extra directors shall be a member of
Class II, unless otherwise provided from time to time by resolution adopted by
the Board of Directors.

(c) Each director shall serve for a term ending on the
date of the third annual meeting following the annual meeting at which such
director was elected, provided, that each initial director in Class I shall
serve for a term expiring at the Corporation's annual meeting held in 1999;
each initial director in Class II shall serve for a term expiring at the
Corporation's annual meeting held in 2000; and each initial director in Class
III shall serve for a term expiring at the Corporation's annual meeting held in
2001; provided further, that the term of each director shall continue until the
election and qualification of his successor and shall be subject to his earlier
death, resignation or removal.

3. Increases and Decreases in the Size of the Board. In the
event of any increase or decrease in the authorized number of directors, (i)
each director then serving as such shall nevertheless continue as a director of
the class of which he is a member until the expiration of his current term,
subject to his earlier death, resignation or removal, and (ii) the newly
created or eliminated directorships resulting from such increase or decrease
shall be apportioned by the Board of Directors among the three classes of
directors in accordance with the provisions of Section 2(b) above. To the
extent possible, consistent with the provisions of Section 2(b) above, any newly
created directorships shall be added to those classes whose terms of office are
to expire at the latest dates following such allocation, and any newly
eliminated directorships shall be subtracted from those classes whose terms of
offices are to expire at the earliest date following such allocation, unless
otherwise provided from time to time by resolution adopted by the Board of
Directors.

4. Vacancies. Unless and until filled by the shareholders, any
vacancy in the Board of Directors, however occurring, including a vacancy
resulting from an enlargement of the Board, may be filled by vote of a majority
of the directors then in office, although less than a quorum, or by a sole
remaining director. A director

A-3
<PAGE> 32

elected to fill a vacancy shall be elected to hold office until the next
election of the class for which such director shall have been chosen, subject
to the election and qualifications of his successors and to his earlier death,
resignation or removal.

5. Resignation. Any director may resign by delivering his
written resignation to the corporation at its principal office or to the
President or Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.

6. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and place, either within or without the
State of Delaware, as shall be determined from time to time by the Board of
Directors, provided that any director who is absent when such a determination
is made shall be given notice of the determination. A regular meeting of the
Board of Directors may be held without notice immediately after and at the same
place as the annual meeting of shareholders.

7. Special Meetings. Special meetings of the Board of Directors
may be held at any time and place, within or without the State of Delaware,
designated in a call by the Chairman of the Board, President, two or more
directors, or by one director in the event that there is only a single director
in office.

8. Notice of Special Meetings. Notice of any special meeting of
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting. Notice shall be given to each
director in person, by telephone or by telegram sent to his business or home
address at least 48 hours in advance of the meeting, or by written notice
mailed to his business or home address at least 72 hours in advance of the
meeting. A notice or waiver of notice of a meeting of the Board of Directors
need not specify the purposes of the meeting.

9. Meetings by Telephone Conference Calls. Directors or any
members of any committee designated by the directors may participate in a
meeting of the Board of Directors or such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation by such
means shall constitute presence in person at such meeting.

10. Quorum. A majority of the directors at any time in office
shall constitute a quorum for the transaction of business. In the event one or
more of the directors shall be disqualified to vote at any meeting, then the
required quorum shall be reduced by one for each such director so disqualified,
provided that in no case shall less than one-third of the number of directors
fixed pursuant to Section 2 above constitute a quorum. In the absence of a
quorum at any such meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice other than announcement at the
meeting, until a quorum shall be present.

11. Action at Meeting. At any meeting of the Board of Directors
at which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these By-Laws.

12. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee of the Board
of Directors may be taken without a meeting, if all members of the Board or
committee, as the case may be consent to the action in writing, and the written
comments are filed with the minutes of proceedings of the Board or committee.

A-4
<PAGE> 33

13. Removal. Directors of the Corporation may be removed only for
cause by affirmative vote of the holders of at least two-thirds of the shares of
the capital stock of the Corporation issued and outstanding and entitled to
vote.

14. Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members of the committee present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committees, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of the General Corporation Law of the State of
Delaware, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs for the Corporation
and may authorize the seal of the Corporation to be affixed to all papers which
may require it. Each such committee shall keep minutes and make such reports
as the Board of Directors may from time to time request. Except as the Board
of Directors may otherwise determine, any committee may make rules for the
conduct of its business, but unless otherwise provided by the directors or in
such rules, its business shall be conducted as nearly as possible in the same
manner as is provided in these By-Laws for the Board of Directors.

15. Compensation of Directors. Directors may be paid such
compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine. No such payment shall preclude any director from serving the
Corporation or any of its parent or subsidiary corporations in any other
capacity and receiving compensation for such service.

[The following paragraph would be inserted at the end of Article VI of
the Company's By-Laws, as amended:]

Notwithstanding any other provisions of law, these By-Laws or the
Certificate of Incorporation, and notwithstanding the fact that a lesser
percentage may be specified by law, the affirmative vote of the holders of at
least eighty percent (80%) of the votes which all of the shareholders would be
entitled to cast at an annual election of directors or class of directors shall
be required to amend or repeal, or to adopt any provision inconsistent with
Article II or this Article VI of these By-Laws.

A-5
<PAGE> 34

EXHIBIT B

PROPOSED AMENDMENT TO ARTICLE I OF THE COMPANY'S
CERTIFICATE OF INCORPORATION

[Article I of the Company's Certificate of Incorporation, as amended,
would be deleted in its entirety, and the following substituted in lieu
thereof:]

ARTICLE I

NAME

The name of the Corporation is "Divot Golf Corporation" (the "Corporation").

B-1
<PAGE> 35

EXHIBIT C

PROPOSED AMENDMENT TO ARTICLE FOUR OF THE COMPANY'S
CERTIFICATE OF INCORPORATION

[Article IV of the Company's Certificate of Incorporation, as amended,
would be deleted in its entirety, and the following substituted in lieu
thereof:]

AMENDMENT IF PROPOSALS FOUR AND SIX ARE APPROVED:

ARTICLE IV

CAPITAL STOCK

The total number of shares of stock which the Corporation shall have authority
to issue is Two Hundred Million (201,000,000) shares, consisting of Two Hundred
Million (200,000,000) shares of Common Stock, par value $0.001 per share (the
"Common Stock") and One Million (1,000,000) shares of Preferred Stock, par value
$0.001 per share (the "Preferred Stock"). Upon the date of the effectiveness of
the amendment of this Article (the "Effective Date"), each _______ (___) (not to
exceed fifteen (15)) issued and outstanding shares of Common Stock or issued and
held in the treasury of the Corporation shall be converted into one (1) share of
Common Stock. No fractional shares shall be issued pursuant to such conversion.
The Corporation shall pay to each shareholder who would otherwise be entitled to
a fractional share as a result of such conversion, the cash value of such
fractional share determined by reference to the average of the high and low
closing bid and asked prices of the Common Stock for a period of ten trading
days immediately preceding the Effective Date, as reported in the principal
market for the Company's Common Stock. Each certificate for Common Stock
outstanding or held in treasury on the Effective Date shall thereupon and
thereafter evidence the number of shares of Common Stock, and/or the right to
receive cash into which such shares shall have been converted, and may be
surrendered to the Corporation for cancellation in exchange for new certificates
representing such number of shares and/or cash.

AMENDMENT IF PROPOSAL FOUR IS APPROVED BUT NOT PROPOSAL SIX:

ARTICLE IV

CAPITAL STOCK

C-1
<PAGE> 36

AMENDMENT IF PROPOSAL SIX IS APPROVED BUT NOT PROPOSAL FOUR:

ARTICLE IV

CAPITAL STOCK

The total number of shares of stock which the Corporation shall have authority
to issue is Fifty One Million (51,000,000) shares, consisting of Fifty Million
(50,000,000) shares of Common Stock, par value $0.001 per share (the "Common
Stock") and One Million (1,000,000) shares of Preferred Stock, par value $0.001
per share (the "Preferred Stock"). Upon the date of the effectiveness of the
amendment of this Article (the "Effective Date"), each ___________ (___) (not
to exceed fifteen (15)) issued and outstanding shares of Common Stock or issued
and held in the treasury of the Corporation shall be converted into one (1)
share of Common Stock. No fractional shares shall be issued pursuant to such
conversion. The Corporation shall pay to each shareholder who would otherwise
be entitled to a fractional share as a result of such conversion, the cash
value of such fractional share determined by reference to the average of the
high and low closing bid and asked prices of the Common Stock for a period of
ten trading days immediately preceding the Effective Date, as reported in the
principal market for the Company's Common Stock. Each certificate for Common
Stock outstanding or held in treasury on the Effective Date shall thereupon and
thereafter evidence the number of shares of Common Stock, and/or the right to
receive cash into which such shares shall have been converted, and may be
surrendered to the Corporation for cancellation in exchange for new
certificates representing such number of shares and/or cash.

C-2
<PAGE> 37

EXHIBIT D

PROPOSED 1998 STOCK OPTION PLAN

BRASSIE GOLF CORPORATION

1998 STOCK OPTION PLAN

ARTICLE 1

GENERAL

1.1 Purpose. This incentive stock option and
nonqualified stock option plan (the "Plan") is established to promote the
interests of BRASSIE GOLF CORPORATION (the "Corporation") and its shareholders
by enabling the Corporation, through the granting of stock options, to attract,
retain, and reward executive and other key personnel, directors, consultants,
vendors, suppliers, and other individuals determined to be of special
importance to the Corporation and its subsidiaries, and to provide additional
incentive to such individuals to increase their stock ownership in the
Corporation.

1.2 Administration.

1.2.1 The incentive stock option and nonqualified stock
option provisions of the Plan shall be administered by the Board of Directors
of the Corporation or, at the discretion of the Board of Directors by a
committee appointed by the Board of Directors (the "Committee"). The Committee
shall consist of not less than two (2) nor more than five (5) persons;
provided, however, that, in the event that the Corporation becomes subject to
the provisions of Section 16(b) of the Securities Exchange Act of 1934 or any
statute of similar import (the "1934 Act"), the Committee shall consist solely
of those members of the Corporation's Board of Directors who are non-employee
directors (as such term is defined in Rule 16b-3 of the 1934 Act). The Board
of Directors may from time to time remove members from, or add members to, the
Committee. Vacancies on the Committee, howsoever caused, shall be filled by
the Board of Directors.

1.2.2 The Committee shall select one of its members as
chairman, and shall hold meetings at such time and places as it may determine.
The acts of a majority of the Committee at which a quorum is present, or acts
reduced to or approved in writing by a majority of the members of the
Committee, shall be valid acts of the Committee.

1.2.3 Subject to the provisions of the Plan, the Committee
shall have full authority, in its discretion: (1) to determine the employees of
the Corporation and its subsidiaries to whom stock options shall be granted;
(2) to determine the time or times at which stock options shall be granted; (3)
to determine whether an eligible employee shall be granted an incentive stock
option, a nonqualified stock option or any combination thereof; (4) to
determine the option price of the shares subject to each stock option; (5) to
determine the time or times when each stock option becomes exercisable and the
duration of any stock option period; and (6) to interpret the Plan and the
stock options granted hereunder, and to prescribe, amend and rescind rules and

D-1
<PAGE> 38

regulations with respect thereto. The interpretation and construction by the
Committee of any provision of the Plan over which it has discretionary
authority or of any option granted hereunder shall be final and conclusive.

1.2.4 No member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
stock option granted hereunder.

1.3 Eligible Individuals. A stock option may be granted to any
executive or other key employee of the Corporation or of a subsidiary (who may
or may not be an officer or member of the Board of Directors), or to any
director, consultant, vendor, supplier, or other individual determined to be of
special importance to the Corporation and its business, with the exception that
incentive stock options may only be granted under the Plan to persons who can
qualify for the benefits of incentive stock options under Section 422 of the
Internal Revenue Code of 1986, as amended.

1.4 Stock Subject to the Plan.

1.4.1 The stock subject to the stock options under the Plan
shall be shares of common capital stock of the Corporation, which shares may be,
in whole or in part, either authorized but unissued shares or issued shares held
in the treasury. The aggregate number of shares that may be issued upon the
exercise of stock options granted under the Plan shall not exceed 22,500,000
shares of common stock [1,500,000, if Proposal SIX is approved], which
limitation shall be subject to adjustment as provided in Article 4 of the Plan.

1.4.2 If a stock option is surrendered or for any other
reason ceases to be exercisable in whole or in part, the shares of common stock
that are subject to such option, but as to which the option has not been
exercised, shall again become available for offering under the Plan.

ARTICLE 2

TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS

It is intended that those options issued pursuant to this Article 2 shall
constitute incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder, or any statute or regulation of similar import. Any incentive
stock option ("ISO") granted pursuant to the Plan shall be authorized by the
Committee and shall be evidenced by certificates or agreements in such form as
the Committee from time to time shall approve, which certificates or agreements
shall comply with and be subject to the terms and conditions hereinafter
specified.

2.1 Number of Shares. Each ISO shall state the number of shares
to which it pertains.

2.2 Option Price. Each ISO shall state the option price, which
price shall be determined by the Committee in its discretion. In no event,
however, shall such price be less than 100% of the fair market value of the
shares of common stock of the Corporation (determined under Article 4 of the
Plan) on the date of the granting of the ISO; or, in the case of an individual
who owns (at the time the option is granted) more than

D-2
<PAGE> 39

10% of the total combined voting power of all classes of stock of the
Corporation or of a parent or subsidiary corporation (a "10% shareholder"),
shall such price be less than 110% of such fair market value.

2.3 Method of Payment. Each ISO shall state the method of payment
of the ISO price upon the exercise of the ISO. The method of payment stated in
the ISO shall include payment (a) in United States dollars in cash or by check,
bank draft or money order payable to the order of the Corporation, or (b) in
the discretion of and in the manner determined by the Committee, by the
delivery of shares of common stock of the Corporation already owned by the
optionee, or (c) by any other legally permissible means acceptable to the
Committee at the time of grant of the ISO, or (d) in the discretion of the
Committee, through a combination of (a), (b) and (c) of this paragraph 2.3. If
the option price is paid in whole or in part through the delivery of shares of
common stock, the decision of the Committee with respect to the fair market
value of such shares shall be final and conclusive.

2.4 Term and Exercise of Options. No ISO shall be exercisable
either in whole or in part prior to twelve (12) months from the date it is
granted. An ISO shall become fully exercisable three (3) years from the date
it is granted. Prior to becoming fully exercisable, an ISO shall become
exercisable in cumulative installments based on the number of years from the
date the ISO is granted in accordance with the following chart:

<TABLE>
<CAPTION>
Exercisable Percentage
Number of Years from the of the Number of Shares
Date the ISO is Granted Originally Covered by Option
----------------------------- ----------------------------
<S> <C>
Less than one year 0%
1 year but less than 2 years 33-1/3%
2 years but less than 3 years 66-2/3%
3 years or more 100%
</TABLE>

To the extent not exercised, installments shall be exercisable, in whole
or in part, in any subsequent period, but not later than the expiration date of
the option. No ISO shall be exercisable after the expiration of ten (10) years
from the date it is granted; or, in the case of a 10% shareholder, no ISO shall
be exercisable after the expiration of five (5) years from the date it is
granted.

Within the limits described above, the Committee may impose additional
requirements on the exercise of ISOs, including, but without limitation, the
number of shares covered by the ISO that become eligible to be exercised in any
year and the expiration date of the option. Subject to the provisions of the
Plan and any other terms and conditions the Committee deems appropriate, the
Committee in its discretion also may accelerate the time at which an ISO may be
exercised if, under previously established exercise terms, such ISO was not
immediately exercisable in full.

2.5 Additional Limitations on Exercise of Options. An optionee
may hold and exercise more than one ISO, but only on the terms and subject to
the restrictions hereafter set forth. The aggregate fair market value
(determined as of the time an ISO is granted) of the common stock of the
Corporation with respect to which ISOs are exercisable for the first time by
any employee in any calendar year under the Plan and under all other incentive
stock option plans of the Corporation and any parent and subsidiary
corporations of the

D-3
<PAGE> 40

Corporation (as those terms are defined in Section 424 of the Internal Revenue
Code of 1986, as amended) shall not exceed $100,000.

2.6 Notice of Grant of Option. Upon the granting of any ISO to an
employee, the Committee shall promptly cause such employee to be notified of
the fact that such ISO has been granted. The date on which the Committee
approves the grant of an ISO shall be considered to be the date on which such
ISO is granted.

2.7 Death or Other Termination of Employment.

2.7.1 In the event that an optionee

2.7.1.1 shall cease to be employed by the Corporation
or a subsidiary because of his discharge for dishonesty, or because he
violated any material provision of any employment or other agreement
between him and the Corporation or a subsidiary, or

2.7.1.2 shall voluntarily resign or terminate his
employment with the Corporation or a subsidiary under or followed by such
circumstances as would constitute a breach of any material provision of
any employment or other agreement between him and the Corporation or a
subsidiary, or

2.7.1.3 shall have committed an act of dishonesty not
discovered by the Corporation or a subsidiary prior to the cessation of
his employment but that would have resulted in his discharge if
discovered prior to such date, or

2.7.1.4 shall, either before or after cessation of
his employment with the Corporation or a subsidiary, without the written
consent of his employer or former employer, use (except for the benefit
of his employer or former employer) or disclose to any other person any
confidential information relating to the continuation or proposed
continuation of his employer's or former employer's business or any trade
secrets of the Corporation or a subsidiary obtained as a result of or in
connection with such employment, or

2.7.1.5 shall, either before or after the cessation
of his employment with the Corporation or a subsidiary, without the
written consent of his employer or former employer, directly or
indirectly, give advice to, or serve as an employee, director, officer,
partner or trustee of, or in any similar capacity with, or otherwise
directly or indirectly participate in the management, operation, or
control of, or have any direct or indirect financial interest in, any
corporation, partnership, or other organization that directly or
indirectly competes in any respect with the Corporation or its
subsidiaries,

then forthwith from the happening of any such event, any ISO then held by him
shall terminate and become void to the extent that it then remains unexercised.

In the event that an optionee shall cease to be employed by the
Corporation or a subsidiary for any reason other than his death or one or more
of the reasons set forth in paragraphs 2.7.1.1 through 2.7.1.5, subject to the
conditions that no option shall be exercisable after the expiration of ten (10)
years from the date it is granted, or, in the case of a 10% shareholder, five
(5) years from the date it is granted, such optionee shall have the right to
exercise the ISO at any time within three (3) months after such termination of
employment

D-4
<PAGE> 41

to the extent his right to exercise such ISO had accrued pursuant to this
Article 2 at the date of such termination and had not previously been
exercised; such three-month limit shall be increased to one (1) year for any
optionee who ceases to be employed by the Corporation or a subsidiary because
he is disabled (within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended) or who dies during the three-month period and the ISO
may be exercised within such extended time limit by the optionee or, in the
case of death, the personal representative of the optionee or by any person or
persons who shall have acquired the ISO directly from the optionee by bequest
or inheritance. Whether an authorized leave of absence or absence for military
or governmental service shall constitute termination of employment for purposes
of the Plan shall be determined by the Committee, whose determination shall be
final and conclusive.

2.7.2 In the event that an optionee shall die while in the
employ of the Corporation or a parent or subsidiary corporation and shall not
have fully exercised any ISO, the ISO may be exercised, subject to the
conditions that no ISO shall be exercisable after the expiration of ten (10)
years from the date it is granted, or, in the case of a 10% shareholder, five
(5) years from the date it is granted, to the extent that the optionee's right
to exercise such ISO had accrued pursuant to this Article 2 at the time of his
death and had not previously been exercised, at any time within one (1) year
after the optionee's death, by the personal representative of the optionee or
by any person or persons who shall have acquired the ISO directly from the
optionee by bequest or inheritance, in the case of death.

2.7.3 No ISO shall be transferable by the optionee
otherwise than by will or the laws of descent and distribution.

2.7.4 During the lifetime of the optionee, the ISO shall be
exercisable only by him and shall not be assignable or transferable and no
other person shall acquire any rights therein.

2.8 Rights as a Shareholder. An optionee shall have no rights as
a shareholder with respect to any shares covered by his ISO until the date of
the issuance of a stock certificate to him for such shares after exercise of
the ISO. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is
issued, except as provided in Article 4.

2.9 Modification, Extension, and Renewal of Options. Subject to
the terms and conditions and within the limitations of the Plan, the Committee
may modify, extend or renew outstanding ISOs granted under the Plan, or accept
the surrender of outstanding ISOs (to the extent not theretofore exercised) and
authorize the granting of new options in substitution therefor (to the extent
not theretofore exercised). The Committee shall not, however, modify any
outstanding ISOs so as to specify a lower option price or accept the surrender
of outstanding ISOs and authorize the granting of new options in substitution
therefor specifying a lower option price. Notwithstanding the foregoing,
however, no modification of an ISO shall, without the consent of the optionee,
alter or impair any of the rights or obligations under any ISO theretofore
granted under the Plan.

2.10 Listing and Registration of Shares. Each ISO shall be subject
to the requirement that if at any time the Committee shall determine, in its
discretion, that the listing, registration or qualification of the shares
covered thereby upon any securities exchange or under any state or federal
laws, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting
of such ISO or the issuance or purchase of shares thereunder, such ISO may not
be exercised unless and until such listing, registration, qualification,
consent or approval shall have been effected or obtained free

D-5
<PAGE> 42

of any conditions not acceptable to the Committee. Notwithstanding anything in
the Plan to the contrary, if the provisions of this paragraph 2.10 become
operative, and if, as a result thereof, the exercise of an ISO is delayed, then
and in that event, the term of the ISO shall not be affected.

2.11 Other Provisions. The ISO certificates or agreements
authorized under the Plan shall contain such other provisions, including,
without limitation, restrictions upon the exercise of the ISO, as the Committee
shall deem advisable. Any such certificate or agreement shall contain such
limitations and restrictions upon the exercise of the ISO as shall be necessary
in order that such ISO will be an incentive stock option as defined in Section
422 of the Internal Revenue Code of 1986, as amended, or to conform to any
change in the law.

ARTICLE 3

TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS

Any nonqualified stock option ("NSO") granted pursuant to the Plan shall
be authorized by the Committee and shall be evidenced by certificates or
agreements in such form as the Committee from time to time shall approve, which
certificates or agreements shall comply with and be subject to the terms and
conditions hereinafter specified.

3.1 Number of Shares. Each NSO shall state the number of shares
to which it pertains.

3.2 Option Price. Each NSO shall state the option price, which
price shall be determined by the Committee in its discretion. In no event,
however, shall such price be less than 100% of the fair market value of the
shares of common stock of the Corporation (determined under Article 4 of the
Plan) on the date of the granting of the NSO.

3.3 Method of Payment. Each NSO shall state the method of payment
of the NSO price upon the exercise of the NSO. The method of payment stated in
the NSO shall include payment (a) in United States dollars in cash or by check,
bank draft or money order payable to the order of the Corporation, or (b) in
the discretion of and in the manner determined by the Committee, by the
delivery of shares of common stock of the Corporation already owned by the
optionee, or (c) by any other legally permissible means acceptable to the
Committee at the time of the grant of the NSO, or (d) in the discretion of the
Committee, through a combination of (a), (b) and (c) of this paragraph 3.3. If
the option price is paid in whole or in part through the delivery of shares of
common stock, the decision of the Committee with respect to the fair market
value of such shares shall be final and conclusive.

3.4 Term and Exercise of Options. No NSO shall be exercisable
either in whole or in part prior to twelve (12) months from the date it is
granted. An NSO shall become fully exercisable three (3) years from the date
it is granted. Prior to becoming fully exercisable, an NSO shall become
exercisable in cumulative installments based on the number of years from the
date the NSO is granted in accordance with the following chart:

D-6
<PAGE> 43

<TABLE>
<CAPTION>
Exercisable Percentage
Number of Years from the of the Number of Shares
Date the NSO is Granted Originally Covered by Option
----------------------------- ----------------------------
<S> <C>
Less than one year 0%
1 year but less than 2 years 33-1/3%
2 years but less than 3 years 66-2/3%
3 years or more 100%
</TABLE>

To the extent not exercised, installments shall be exercisable, in whole
or in part, in any subsequent period, but not later than the expiration date of
the option. No NSO shall be exercisable after the expiration of ten (10) years
from the date it is granted.

Within the limits described above, the Committee may impose additional
requirements on the exercise of NSOs, including, but without limitation, the
number of shares covered by the NSO that become eligible to be exercised in any
year and the expiration date of the option. Subject to the provisions of the
Plan and any other terms and conditions the Committee deems appropriate, the
Committee in its discretion also may accelerate the time at which an NSO may be
exercised if, under previously established exercise terms, such NSO was not
immediately exercisable in full.

3.5 Notice of Grant of Option. Upon the granting of any NSO to an
employee, the Committee shall promptly cause such employee to be notified of
the fact that such NSO has been granted. The date on which the Committee
approves the grant of an NSO shall be considered to be the date on which such
NSO is granted.

3.6 Death or Other Termination of Employment.

3.6.1 In the event that an optionee was an employee of the
Corporation or any subsidiary at the time of the grant of any NSO to him, and
thereafter the optionee

3.6.1.1 shall cease to be employed by the Corporation
or a subsidiary because of his discharge for dishonesty, or because he
violated any material provision of any employment or other agreement
between him and the Corporation or a subsidiary, or

3.6.1.2 shall voluntarily resign or terminate his
employment with the Corporation or a subsidiary under or followed by such
circumstances as would constitute a breach of any material provision of
any employment or other agreement between him and the Corporation or a
subsidiary, or

3.6.1.3 shall have committed an act of dishonesty not
discovered by the Corporation or a subsidiary prior to the cessation of
his employment but that would have resulted in his discharge if
discovered prior to such date, or

3.6.1.4 shall, either before or after cessation of
his employment with the Corporation or a subsidiary, without the written
consent of his employer or former employer, use (except for the benefit
of his employer or former employer) or disclose to any other person any
confidential information relating to the continuation or proposed
continuation of his employer's or former employer's business or

D-7
<PAGE> 44

any trade secrets of the Corporation or a subsidiary obtained as a result
of or in connection with such employment, or

3.6.1.5 shall, either before or after the cessation
of his employment with the Corporation or a subsidiary, without the
written consent of his employer or former employer, directly or
indirectly, give advice to, or serve as an employee, director, officer,
partner or trustee of, or in any similar capacity with, or otherwise
directly or indirectly participate in the management, operation, or
control of, or have any direct or indirect financial interest in, any
corporation, partnership, or other organization that directly or
indirectly competes in any respect with the Corporation or its
subsidiaries,

then forthwith from the happening of any such event, any NSO then held by him
shall terminate and become void to the extent that it then remains unexercised.

In the event that an optionee shall cease to be employed by the
Corporation or a subsidiary for any reason other than his death or one or more
of the reasons set forth in paragraphs 3.6.1.1 through 3.6.1.5, subject to the
condition that no option shall be exercisable after the expiration of ten (10)
years from the date it is granted, such optionee shall have the right to
exercise the NSO at any time within three (3) months after such termination of
employment to the extent his right to exercise such NSO had accrued pursuant to
this Article 3 at the date of such termination and had not previously been
exercised; such three-month limit shall be increased to one (1) year for any
optionee who ceases to be employed by the Corporation or a subsidiary because
he is disabled (within the meaning of Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended) or who dies during the three-month period and the NSO
may be exercised within such extended time limit by the optionee or, in the
case of death, the personal representative of the optionee or by any person or
persons who shall have acquired the NSO directly from the optionee by bequest
or inheritance. Whether an authorized leave of absence or absence for military
or governmental service shall constitute termination of employment for purposes
of the Plan shall be determined by the Committee, whose determination shall be
final and conclusive.

3.6.2 In the event that an optionee shall die while in the
employ of the Corporation or a parent or subsidiary corporation and shall not
have fully exercised any NSO, the NSO may be exercised, subject to the
condition that no NSO shall be exercisable after the expiration of ten (10)
years from the date it is granted, to the extent that the optionee's right to
exercise such NSO had accrued pursuant to this Article 3 at the time of his
death and had not previously been exercised, at any time within one (1) year
after the optionee's death, by the personal representative of the optionee or
by any person or persons who shall have acquired the NSO directly from the
optionee by bequest or inheritance, in the case of death.

3.6.3 No NSO shall be transferable by the optionee
otherwise than by will or the laws of descent and distribution.

3.6.4 During the lifetime of the optionee, the NSO shall be
exercisable only by him and shall not be assignable or transferable and no
other person shall acquire any rights therein.

3.7 Optionees Who Are Not Employees.

3.7.1 In the event that an optionee was not an employee of
the Corporation or any subsidiary at the time of the grant of any NSO to him,
and thereafter the optionee

D-8
<PAGE> 45

3.7.1.1 shall voluntarily terminate his business
relationship with the Corporation or a subsidiary under or followed by
such circumstances as would constitute a breach of any material provision
of any contract or other agreement between him and the Corporation or a
subsidiary, or

3.7.1.2 shall have committed an act of dishonesty or
other breach of fiduciary responsibility against the Corporation or a
subsidiary, whether discovered during or after the termination or
cessation of his business relationship with the Corporation or a
subsidiary, or

3.7.1.3 shall, either before or after cessation of
his business relationship with the Corporation or a subsidiary, without
the written consent of the Corporation, use (except for the benefit of
the Corporation) or disclose to any other person any confidential
information relating to the continuation or proposed continuation of the
Corporation's or any subsidiary's business or any trade secrets of the
Corporation or a subsidiary obtained as a result of or in connection with
such business relationship, or

3.7.1.4 shall, either before or after the cessation
of his business relationship with the Corporation or a subsidiary,
without the written consent of the Corporation, directly or indirectly,
give advice to, or serve as an employee, director, officer, partner or
trustee of, or in any similar capacity with, or otherwise directly or
indirectly participate in the management, operation, or control of, or
have any direct or indirect financial interest in, any corporation,
partnership, or other organization that directly or indirectly competes
in any respect with the Corporation or its subsidiaries,

then forthwith from the happening of any such event, any NSO then held by him
shall terminate and become void to the extent that it then remains unexercised.

In the event that an optionee's business relationship with the
Corporation or a subsidiary shall cease for any reason other than his death or
one or more of the reasons set forth in paragraphs 3.7.1.1 through 3.7.1.4,
subject to the condition that no option shall be exercisable after the
expiration of ten (10) years from the date it is granted, such optionee shall
have the right to exercise the NSO at any time within three (3) months after
such termination of employment to the extent his right to exercise such NSO had
accrued pursuant to this Article 3 at the date of such termination and had not
previously been exercised; such three-month limit shall be increased to one (1)
year for any optionee whose business relationship with the Corporation or a
subsidiary ceases because he is disabled (within the meaning of Section
22(e)(3) of the Internal Revenue Code of 1986, as amended) or who dies during
the three-month period and the NSO may be exercised within such extended time
limit by the optionee or, in the case of death, the personal representative of
the optionee or by any person or persons who shall have acquired the NSO
directly from the optionee by bequest or inheritance.

3.7.2 In the event that an optionee shall die during his
business relationship with the Corporation or a subsidiary and shall not have
fully exercised any NSO, the NSO may be exercised, subject to the condition
that no NSO shall be exercisable after the expiration of ten (10) years from
the date it is granted, to the extent that the optionee's right to exercise
such NSO had accrued pursuant to this Article 3 at the time of his death and
had not previously been exercised, at any time within one (1) year after the
optionee's death, by the personal representative of the optionee or by any
person or persons who shall have acquired the NSO directly from the optionee by
bequest or inheritance, in the case of death.

D-9
<PAGE> 46

3.7.3 No NSO shall be transferable by the optionee
otherwise than by will or the laws of descent and distribution.

3.7.4 During the lifetime of the optionee, the NSO shall be
exercisable only by him and shall not be assignable or transferable and no
other person shall acquire any rights therein.

3.8 Rights as a Shareholder. An optionee shall have no rights as
a shareholder with respect to any shares covered by his NSO until the date of
the issuance of a stock certificate to him for such shares after exercise of
the NSO. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property) or distributions or other rights
for which the record date is prior to the date such stock certificate is
issued, except as provided in Article 4.

3.9 Modification, Extension, and Renewal of Options. Subject to
the terms and conditions and within the limitations of the Plan, the Committee
may modify, extend, or renew outstanding NSOs granted under the Plan, or accept
the surrender of outstanding NSOs (to the extent not theretofore exercised) and
authorize the granting of new options in substitution therefor (to the extent
not theretofore exercised). The Committee shall not, however, modify any
outstanding NSOs so as to specify a lower option price or accept the surrender
of outstanding NSOs and authorize the granting of new options in substitution
therefor specifying a lower option price. Notwithstanding the foregoing,
however, no modification of an NSO shall, without the consent of the optionee,
alter or impair any of the rights or obligations under any NSO theretofore
granted under the Plan.

3.10 Listing and Registration of Shares. Each NSO shall be subject
to the requirement that if at any time the Committee shall determine, in its
discretion, that the listing, registration or qualification of the shares
covered thereby upon any securities exchange or under any state or federal
laws, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting
of such NSO or the issuance or purchase of shares thereunder, such NSO may not
be exercised unless and until such listing, registration, qualification,
consent, or approval shall have been effected or obtained free of any
conditions not acceptable to the Committee. Notwithstanding anything in the
Plan to the contrary, if the provisions of this paragraph 3.10 become
operative, and if, as a result thereof, the exercise of an NSO is delayed, then
and in that event, the term of the NSO shall not be affected.

3.11 Other Provisions. The NSO certificates or agreements
authorized under the Plan shall contain such other provisions, including,
without limitation, restrictions upon the exercise of the NSO, as the Committee
shall deem advisable.

ARTICLE 4

MISCELLANEOUS

4.1 Stock Adjustments.

4.1.1 In the event of any increase or decrease in the
number of issued shares of common stock of the Corporation resulting from a
stock split or other division or consolidation of shares or the payment of a
stock dividend (but only on the common stock) or any other increase or decrease
in the number of such

D-10
<PAGE> 47

shares effected without any receipt of consideration by the Corporation, then,
in any such event, the number of shares of common stock that remain available
under the Plan, the number of shares of common stock covered by each
outstanding option, and the purchase price per share of common stock covered by
each outstanding option shall be proportionately and appropriately adjusted for
any such increase or decrease.

4.1.2 Subject to any required action by the shareholders,
if any change occurs in the shares of common stock of the Corporation by reason
of any recapitalization, reorganization, merger, consolidation, split-up,
combination or exchange of shares, or of any similar change affecting the
shares of common stock of the Corporation, then, in any such event, the number
and type of shares covered by each outstanding option, and the purchase price
per share of common stock covered by each outstanding option, shall be
proportionately and appropriately adjusted for any such change. A dissolution
or liquidation of the Corporation shall cause each outstanding option to
terminate.

4.1.3 In the event of a change in the common stock of the
Corporation as presently constituted that is limited to a change of all of its
authorized shares with par value into the same number of shares with a
different par value or without par value, the shares resulting from any change
shall be deemed to be shares of common stock within the meaning of the Plan.

4.1.4 To the extent that the foregoing adjustments relate
to stock or securities of the Corporation, such adjustments shall be made by,
and in the discretion of, the Committee, whose determination in that respect
shall be final, binding and conclusive; provided, however, that any ISO granted
pursuant to this Plan shall not be adjusted in a manner that causes such ISO to
fail to continue to qualify as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.

4.1.5 Except as hereinabove expressly provided in this
paragraph 4.1, an optionee shall have no rights by reason of any division or
consolidation of shares of stock of any class or the payment of any stock
dividend or any other increase or decrease in number of shares of stock of any
class or by reason of any dissolution, liquidation, merger or consolidation, or
spin-off of assets or stock of another corporation; and any issuance by the
Corporation of shares of stock of any class, securities convertible into shares
of stock of any class or warrants or options for shares of stock of any class,
shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of common stock subject to the
option.

4.1.6 The grant of any option pursuant to the Plan shall
not affect in any way the right or power of the Corporation to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or to consolidate, or to dissolve, to liquidate,
to sell, or to transfer all or any part of its business or assets.

4.2 Fair Market Value of Stock. For purposes of this Plan, the
"fair market value of the shares of the common stock of the Corporation" shall
mean the closing price, on the date of grant of any ISO or NSO (or, if there is
no closing price, then the closing bid price), of the Corporation's common
stock as reported on the Composite Tape, or if not reported thereon, then such
price as reported in the trading reports of the principal securities exchange
in the United States on which such stock is listed, or if such stock is not
listed on a securities exchange in the United States, the mean between the
dealer closing "bid" and "ask" prices on the over-the-counter market as
reported by the National Association of Security Dealers Automated Quotation
System (NASDAQ), or NASDAQ's successor, or if not reported on NASDAQ, the fair
market value of such stock as determined by the Committee in good faith and
based on all relevant factors.

D-11
<PAGE> 48

4.2 Term of the Plan. The ISOs and NSOs may be granted pursuant
to the provisions of the Plan from time to time within a period of ten (10)
years from the date the Plan is adopted by the Board of Directors of the
Corporation, or the date the Plan is approved by the shareholders, whichever is
earlier.

4.3 Amendment of the Plan. The Board of Directors of the
Corporation may, insofar as permitted by law, from time to time, with respect
to any shares at the time not subject to stock options, suspend, discontinue or
terminate the Plan or revise or amend it in any respect whatsoever, except
that, without approval of the shareholders, no such revision or amendment shall
change the number of shares subject to the Plan, change the designation of the
class of employees eligible to receive stock options, decrease the price at
which stock options may be granted or remove the administration of the Plan
from the Committee. Furthermore, the Plan may not, without the approval of the
shareholders, be amended in any manner that will cause stock options issued
under it to fail to meet (a) when appropriate, the requirements of incentive
stock options as defined in Section 422 of the Internal Revenue Code of 1986,
as amended, or (b) the requirements of Rule 16b-3 of the 1934 Act.

4.4 Application of Funds. The proceeds received by the
Corporation from the sale of common stock pursuant to stock options will be
used for general corporate purposes.

4.5 No Obligation to Exercise. The granting of any stock option
under the Plan shall impose no obligation upon any optionee to exercise such
stock option.

4.6 No Implied Rights to Employees or Others. The existence of
the Plan, and the granting of options under the Plan, shall in no way give any
employee or other optionee the right to continued employment or to any
continued business dealings, give any employee or any other optionee the right
to receive any options or any additional options under the Plan, or otherwise
provide any employee or other optionee any rights not specifically set forth in
the Plan or in any options granted under the Plan.

4.7 Approval of Shareholders. The Plan shall not take effect
until approved by the holders of a majority of the outstanding shares of common
stock of the Corporation, which approval must occur within the period beginning
twelve (12) months before and ending twelve (12) months after the date the Plan
is adopted by the Board of Directors.

DATE PLAN APPROVED BY THE BOARD OF DIRECTORS: ___________________

DATE PLAN APPROVED BY STOCKHOLDERS: ___________________

D-12
<PAGE> 49
APPENDIX

BRASSIE GOLF CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR ANNUAL SHAREHOLDERS'
MEETING

The undersigned shareholder of BRASSIE GOLF CORPORATION, a Delaware
corporation (the "Company"), revoking all prior proxies, hereby appoints Joseph
R. Cellura, Clifford F. Bagnall and Jeremiah M. Daly, or any of them, as the
attorneys and proxies of the undersigned, with full power of substitution and
revocation, to vote all the shares of stock of the Company that the undersigned
may be entitled to vote at the annual shareholders' meeting of the Company to be
held in the Metropolitan Suite at The Four Seasons Hotel, 57 East 57th Street,
New York, New York 10022, on Thursday, February 26, 1998, at 9:00 a.m., local
time, and at any adjournment or adjournments thereof, with all powers that the
undersigned would possess if personally present, upon the following matters as
more fully described in the accompanying Notice of Annual Meeting and Proxy
Statement, receipt of which is hereby acknowledged:

(1) Proposal to approve amendments to the Company's Certificate of Incorporation
and By-laws providing for the classification of the Board of Directors into
three (3) classes, with members of each class serving for staggered terms.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(2) Election of five (5) Directors serving the staggered terms as outlined
below, provided the proposed amendments to the Company's Certificate of
Incorporation and By-laws providing for a classified Board of Directors
(Proposal 1 above) are adopted; if the proposed amendments are not adopted,
all five (5) Directors will be elected for a one-year term:

[ ] FOR all nominees and terms listed below (except as marked to the
contrary):

Clifford F. Bagnall, 3 years; Joseph R. Cellura, 3 years; Preston H.
Cottrell, 2 years;
Jeremiah M. Daly, 2 years; Gordon D. Ewart, 1 year

(To withhold authority to vote for any individual nominee, strike a line
through the nominee's name above.)

[ ] WITHHOLD authority to vote from all nominees listed above

(3) Proposal to approve an amendment to the Company's Certificate of
Incorporation to change the Company's name to "Divot Golf Corporation."

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(4) Proposal to approve an amendment to the Company's Certificate of
Incorporation to increase the number of authorized shares of Common Stock,
par value $.001, from 50 million to 200 million shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(5) Proposal to approve the Company's 1998 Stock Option Plan.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(6) Proposal to approve an amendment to the Company's Certificate of
Incorporation to effect a reverse stock split of the Company's Common Stock
on an up to 1 for 15 ratio, at the discretion of the Board.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(7) Proposal to approve the appointment of Ernst & Young L.L.P., Certified
Public Accountants, as the auditors for the ensuing year and to authorize
the Directors to fix the remuneration to be paid to the auditors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(8) In their discretion upon such other matters as may properly come before the
meeting.

WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS YOU SPECIFY. IF NO
CONTRARY SPECIFICATION IS MADE, IT WILL BE VOTED FOR PROPOSALS (1) THROUGH (7),
INCLUSIVE.

DATED this ___ day of ___, 1998.

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

PLEASE SIGN NAME OR NAMES
EXACTLY AS THEY APPEAR ON STOCK
CERTIFICATE. WHEN SIGNING AS
ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR
GUARDIAN, GIVE FULL TITLE. IF
MORE THAN ONE TRUSTEE OR
PERSONAL REPRESENTATIVE, ALL
MUST SIGN. ALL JOINT OWNERS MUST
SIGN.